Table of Contents

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 10-Q

 

(Mark One)

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2010

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                            to                          

 

Commission File
Number

 

Registrant; State of Incorporation;
Address and Telephone Number

 

IRS Employer
Identification No.

 

 

 

 

 

1-14764

 

Cablevision Systems Corporation

 

11-3415180

 

 

Delaware

 

 

 

 

1111 Stewart Avenue

 

 

 

 

Bethpage, New York 11714

 

 

 

 

(516) 803-2300

 

 

 

 

 

 

 

1-9046

 

CSC Holdings, LLC

 

27-0726696

 

 

Delaware

 

 

 

 

1111 Stewart Avenue

 

 

 

 

Bethpage, New York 11714

 

 

 

 

(516) 803-2300

 

 

 

Indicate by check mark whether the Registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.

 

Cablevision Systems Corporation

 

Yes x

 

No o

CSC Holdings, LLC

 

Yes x

 

No o

 

Indicate by check mark whether the Registrants have submitted electronically and posted on their corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x  No o

 

Indicate by check mark whether each Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Exchange Act Rule 12b-2).

 

 

 

Large accelerated
filer

 

Accelerated
filer

 

Non-accelerated
filer

 

Smaller
Reporting
Company

Cablevision Systems Corporation

 

Yes x

 

No o

 

Yes o

 

No x

 

Yes o

 

No x

 

Yes o

 

No x

CSC Holdings, LLC

 

Yes o

 

No x

 

Yes o

 

No x

 

Yes x

 

No o

 

Yes o

 

No x

 

Indicate by check mark whether the Registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act).

 

Cablevision Systems Corporation

 

Yes o

 

No x

CSC Holdings, LLC

 

Yes o

 

No x

 

Number of shares of common stock outstanding as of April 30, 2010:

 

Cablevision NY Group Class A Common Stock -

 

251,388,610

 

Cablevision NY Group Class B Common Stock -

 

54,354,251

 

CSC Holdings, LLC Membership Units -

 

14,432,750

 

 

CSC Holdings, LLC meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced disclosure format applicable to CSC Holdings, LLC.

 

 

 



Table of Contents

 

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

 

FORM 10-Q

 

TABLE OF CONTENTS

 

 

 

Page

 

 

 

PART I.

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements of Cablevision Systems Corporation and Subsidiaries

 

 

 

 

 

Condensed Consolidated Balance Sheets - March 31, 2010 and December 31, 2009 (unaudited)

3

 

 

 

 

Condensed Consolidated Statements of Operations - Three Months Ended March 31, 2010 and 2009 (unaudited)

5

 

 

 

 

Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2010 and 2009 (unaudited)

6

 

 

 

 

Financial Statements of CSC Holdings, LLC and Subsidiaries

 

 

 

 

 

Condensed Consolidated Balance Sheets - March 31, 2010 and December 31, 2009 (unaudited)

7

 

 

 

 

Condensed Consolidated Statements of Operations - Three Months Ended March 31, 2010 and 2009 (unaudited)

9

 

 

 

 

Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2010 and 2009 (unaudited)

10

 

 

 

 

Combined Notes to Condensed Consolidated Financial Statements (unaudited)

11

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

36

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

68

 

 

 

Item 4.

Controls and Procedures

70

 

 

 

PART II. 

OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

70

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

70

 

 

 

Item 6.

Exhibits

72

 

 

 

SIGNATURES

73

 



Table of Contents

 

PART I. FINANCIAL INFORMATION

 

This Quarterly Report on Form 10-Q for the period ended March 31, 2010 is separately filed by Cablevision Systems Corporation (“Cablevision”) and CSC Holdings, LLC (formerly CSC Holdings, Inc.) (“CSC Holdings” and collectively with Cablevision and their subsidiaries, the “Company”, “we”, “us” or “our”).

 

This Quarterly Report contains statements that constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995.  In this Quarterly Report there are statements concerning our future operating 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 and future financial performance identify forward-looking statements.  Investors are cautioned that such forward-looking statements are not guarantees of future performance or results 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.  Factors that may cause such differences to occur include, but are not limited to:

 

·                  the level of our revenues;

·                  competition from existing competitors (such as telephone companies and direct broadcast satellite (“DBS”) operators) and new competitors (such as high-speed wireless providers) entering our franchise areas;

·                  demand for our basic video, digital video, high-speed data and voice services, which are impacted by competition from other services and the other factors discussed herein;

·                  the cost of programming and industry conditions;

·                  changes in the laws or regulations under which we operate;

·                  the outcome of litigation and other proceedings, including the matters described under the section entitled “Legal Proceedings” contained herein and in Note 16 of the combined notes to our condensed consolidated financial statements;

·                  general economic conditions in the areas in which we operate;

·                  the state of the market for debt securities and bank loans;

·                  demand for advertising inventory;

·                  demand for advertising in our newspapers along with subscriber and single copy outlet sales demand for our newspapers;

·                  our ability to obtain or produce content for our programming businesses;

·                  the level of our capital expenditures;

·                  the level of our expenses;

·                  future acquisitions and dispositions of assets;

·                  the demand for our programming among cable television system operators, DBS operators and telephone companies and our ability to maintain and renew affiliation agreements with cable television system operators, DBS operators and telephone companies;

·                  market demand for new services;

·                  the tax-free treatment of Cablevision’s distribution to its stockholders on February 9, 2010 of all of the outstanding common stock of Madison Square Garden, Inc., a company which owns the sports, entertainment and media businesses previously owned and operated by the Company’s Madison Square Garden segment (the “MSG Distribution”);

·                  whether pending uncompleted transactions, if any, are completed on the terms and at the times set forth (if at all);

 

1



Table of Contents

 

·                  other risks and uncertainties inherent in the cable television, programming, entertainment and newspaper publishing businesses, and our other businesses;

·                  financial community and rating agency perceptions of our business, operations, financial condition and the industries in which we operate; and

·                  the factors described in our filings with the Securities and Exchange Commission, including under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein.

 

We disclaim any obligation to update or revise the forward-looking statements contained herein, except as otherwise required by applicable federal securities laws.

 

2



Table of Contents

 

Item 1.    Financial Statements

 

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

 

 

 

March 31,

 

December 31,

 

 

 

2010

 

2009

 

 

 

 

 

(See Note 1)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

318,866

 

$

245,032

 

Accounts receivable, trade (less allowance for doubtful accounts of $23,049 and $23,500)

 

442,838

 

484,400

 

Prepaid expenses and other current assets

 

154,732

 

147,445

 

Program rights, net

 

169,270

 

162,741

 

Deferred tax asset

 

330,055

 

522,799

 

Advances to affiliates

 

7,456

 

14,278

 

Investment securities pledged as collateral

 

202,212

 

136,059

 

Derivative contracts

 

20,298

 

37,137

 

Assets distributed to shareholders in 2010

 

 

530,559

 

Total current assets

 

1,645,727

 

2,280,450

 

 

 

 

 

 

 

Property, plant and equipment, net of accumulated depreciation of $8,332,518 and $8,154,738

 

2,902,214

 

2,973,581

 

Other receivables

 

27,490

 

29,590

 

Advances to affiliates

 

4,576

 

4,920

 

Investment securities pledged as collateral

 

202,212

 

226,054

 

Derivative contracts

 

1,842

 

8,361

 

Other assets

 

53,786

 

56,790

 

Deferred tax asset

 

64,618

 

 

Program rights, net

 

564,912

 

520,565

 

Deferred carriage fees, net

 

86,527

 

91,170

 

Affiliation, broadcast and other agreements, net of accumulated amortization of $544,665 and $526,790

 

399,089

 

416,964

 

Other amortizable intangible assets, net of accumulated amortization of $123,696 and $115,803

 

124,714

 

132,132

 

Indefinite-lived cable television franchises

 

731,848

 

731,848

 

Other indefinite-lived intangible assets

 

90,913

 

90,913

 

Goodwill

 

358,210

 

358,210

 

Deferred financing and other costs, net of accumulated amortization of $85,623 and $79,407

 

105,514

 

111,742

 

Assets distributed to shareholders in 2010

 

 

1,522,440

 

 

 

$

7,364,192

 

$

9,555,730

 

 

See accompanying combined notes to condensed consolidated financial statements.

 

3



Table of Contents

 

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

 

 

March 31,

 

December 31,

 

 

 

2010

 

2009

 

 

 

 

 

(See Note 1)

 

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

421,743

 

$

394,243

 

Accrued liabilities

 

572,167

 

650,193

 

Accounts payable to affiliates

 

28,003

 

21,088

 

Deferred revenue

 

66,385

 

66,879

 

Program rights obligations

 

123,649

 

118,956

 

Liabilities under derivative contracts

 

9,926

 

9,294

 

Bank debt

 

163,772

 

360,000

 

Collateralized indebtedness

 

199,455

 

171,401

 

Capital lease obligations

 

5,820

 

5,745

 

Notes payable to affiliate

 

 

190,000

 

Liabilities distributed to shareholders in 2010

 

 

307,526

 

Total current liabilities

 

1,590,920

 

2,295,325

 

 

 

 

 

 

 

Deferred revenue

 

13,110

 

13,944

 

Program rights obligations

 

349,096

 

316,896

 

Liabilities under derivative contracts

 

218,599

 

211,696

 

Other liabilities

 

320,472

 

331,216

 

Deferred tax liability

 

 

47,197

 

Bank debt

 

5,197,478

 

4,938,750

 

Collateralized indebtedness

 

176,377

 

204,431

 

Capital lease obligations

 

49,345

 

50,796

 

Senior notes and debentures

 

5,326,453

 

5,321,883

 

Senior subordinated notes

 

323,881

 

323,817

 

Liabilities distributed to shareholders in 2010

 

 

643,038

 

Total liabilities

 

13,565,731

 

14,698,989

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Redeemable noncontrolling interests

 

12,540

 

12,175

 

 

 

 

 

 

 

Stockholders’ Deficiency:

 

 

 

 

 

Preferred Stock, $.01 par value, 50,000,000 shares authorized, none issued

 

 

 

CNYG Class A common stock, $.01 par value, 800,000,000 shares authorized, 278,554,191 and 274,133,498 shares issued and 251,261,442 and 247,668,143 shares outstanding

 

2,786

 

2,741

 

CNYG Class B common stock, $.01 par value, 320,000,000 shares authorized, 54,354,251 shares issued and outstanding

 

544

 

544

 

RMG Class A common stock, $.01 par value, 600,000,000 shares authorized, none issued

 

 

 

RMG Class B common stock, $.01 par value, 160,000,000 shares authorized, none issued

 

 

 

Paid-in capital

 

 

89,741

 

Accumulated deficit

 

(5,713,269

)

(4,749,714

)

 

 

(5,709,939

)

(4,656,688

)

Treasury stock, at cost (27,292,749 and 26,465,355 CNYG Class A common shares)

 

(467,131

)

(449,507

)

Accumulated other comprehensive loss

 

(37,680

)

(49,760

)

Total stockholders’ deficiency

 

(6,214,750

)

(5,155,955

)

Noncontrolling interest

 

671

 

521

 

Total deficiency

 

(6,214,079

)

(5,155,434

)

 

 

$

7,364,192

 

$

9,555,730

 

 

See accompanying combined notes to condensed consolidated financial statements.

 

4



Table of Contents

 

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2010 and 2009

(Dollars in thousands, except per share amounts)

(Unaudited)

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Revenues, net (including revenues, net from Madison Square Garden of $2,429 and $2,274, respectively)

 

$

1,752,401

 

$

1,665,612

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Technical and operating (excluding depreciation, amortization and impairments shown below and including charges from Madison Square Garden of $38,032 and $26,610, respectively)

 

737,596

 

703,714

 

Selling, general and administrative (net of charges to Madison Square Garden of $3,198 and $11,105, respectively)

 

418,048

 

406,850

 

Restructuring credits

 

(209

)

(172

)

Depreciation and amortization (including impairments)

 

241,893

 

263,263

 

 

 

1,397,328

 

1,373,655

 

 

 

 

 

 

 

Operating income

 

355,073

 

291,957

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

Interest expense

 

(183,301

)

(194,113

)

Interest income

 

641

 

1,958

 

Gain on sale of programming interests, net

 

102

 

766

 

Gain (loss) on investments, net

 

42,292

 

(70,282

)

Gain (loss) on equity derivative contracts, net

 

(35,033

)

58,625

 

Loss on interest rate swap contracts, net

 

(35,109

)

(33,736

)

Loss on extinguishment of debt and write-off of deferred financing costs

 

 

(21,857

)

Miscellaneous, net

 

373

 

142

 

 

 

(210,035

)

(258,497

)

Income from continuing operations before income taxes

 

145,038

 

33,460

 

Income tax expense

 

(66,728

)

(16,569

)

Income from continuing operations

 

78,310

 

16,891

 

Income (loss) from discontinued operations, net of income taxes

 

(4,122

)

4,127

 

Net income

 

74,188

 

21,018

 

Net loss (income) attributable to noncontrolling interests

 

(28

)

199

 

Net income attributable to Cablevision Systems Corporation shareholders

 

$

74,160

 

$

21,217

 

 

 

 

 

 

 

Basic net income (loss) per share attributable to Cablevision Systems Corporation shareholders:

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.27

 

$

0.06

 

 

 

 

 

 

 

Income (loss) from discontinued operations

 

$

(0.01

)

$

0.01

 

 

 

 

 

 

 

Net income

 

$

0.25

 

$

0.07

 

 

 

 

 

 

 

Basic weighted average common shares (in thousands)

 

293,884

 

290,769

 

 

 

 

 

 

 

Diluted net income (loss) per share attributable to Cablevision Systems Corporation shareholders:

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.26

 

$

0.06

 

 

 

 

 

 

 

Income (loss) from discontinued operations

 

$

(0.01

)

$

0.01

 

 

 

 

 

 

 

Net income

 

$

0.24

 

$

0.07

 

 

 

 

 

 

 

Diluted weighted average common shares (in thousands)

 

302,826

 

294,430

 

 

 

 

 

 

 

Amounts attributable to Cablevision Systems Corporation shareholders:

 

 

 

 

 

Income from continuing operations, net of income taxes

 

$

78,282

 

$

17,090

 

Income (loss) from discontinued operations, net of income taxes

 

(4,122

)

4,127

 

Net income

 

$

74,160

 

$

21,217

 

 

See accompanying combined notes to condensed consolidated financial statements.

 

5



Table of Contents

 

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2010 and 2009

(Dollars in thousands)

(Unaudited)

 

 

 

2010

 

2009

 

Cash flows from operating activities:

 

 

 

 

 

Income from continuing operations

 

$

78,310

 

$

16,891

 

Adjustments to reconcile income from continuing operations to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization (including impairments)

 

241,893

 

263,263

 

Non-cash restructuring expense

 

 

414

 

Gain on sale of programming interests, net

 

(102

)

(766

)

Loss (gain) on investments, net

 

(42,292

)

70,282

 

Loss (gain) on equity derivative contracts, net

 

35,033

 

(58,625

)

Loss on extinguishment of debt and write-off of deferred financing costs

 

 

21,857

 

Amortization of deferred financing costs, discounts on indebtedness and other costs

 

10,846

 

12,846

 

Amortization of other deferred costs

 

6,294

 

5,901

 

Share-based compensation expense related to equity classified awards

 

12,458

 

13,484

 

Deferred income taxes

 

61,976

 

11,451

 

Amortization and write-off of program rights

 

47,999

 

42,274

 

Provision for doubtful accounts

 

12,633

 

15,250

 

Changes in other assets and liabilities

 

(77,886

)

(63,457

)

Net cash provided by operating activities

 

387,162

 

351,065

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Capital expenditures

 

(146,694

)

(168,962

)

Proceeds from sale of equipment, net of costs of disposal

 

2,078

 

524

 

Payments for acquisitions, net

 

 

(208

)

Proceeds from sale of programming interests

 

125

 

900

 

Decrease in investment securities and other investments

 

66

 

1,100

 

Additions to other intangible assets

 

(475

)

(137

)

Net cash used in investing activities

 

(144,900

)

(166,783

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from bank debt

 

200,000

 

 

Repayment of bank debt

 

(137,500

)

(87,500

)

Proceeds from issuance of senior notes

 

 

1,250,920

 

Repurchase of senior notes and debentures, including tender premiums and fees

 

 

(973,681

)

Cash held for repurchase of senior notes and debentures in 2009

 

 

(277,245

)

Repayment of note payable due to Madison Square Garden

 

(190,000

)

 

Proceeds from collateralized indebtedness

 

 

35,947

 

Repayment of collateralized indebtedness

 

 

(35,947

)

Proceeds from stock option exercises

 

14,233

 

56

 

Dividend distribution to common stockholders

 

(30,519

)

(29,082

)

Principal payments on capital lease obligations

 

(1,376

)

(1,055

)

Deemed repurchase of restricted stock

 

(17,623

)

 

Additions to deferred financing costs

 

 

(27,115

)

Distributions to noncontrolling partners

 

(54

)

 

Net cash used in financing activities

 

(162,839

)

(144,702

)

 

 

 

 

 

 

Net increase in cash and cash equivalents from continuing operations

 

79,423

 

39,580

 

 

 

 

 

 

 

Cash flows of discontinued operations:

 

 

 

 

 

Net cash provided by (used in) operating activities

 

(25,706

)

11,438

 

Net cash used in investing activities

 

(5,997

)

(20,062

)

Net cash used in financing activities

 

(8,204

)

(303

)

Effect of change in cash related to discontinued operations

 

34,318

 

21,101

 

Net increase (decrease) in cash and cash equivalents from discontinued operations

 

(5,589

)

12,174

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of year

 

245,032

 

252,029

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

318,866

 

$

303,783

 

 

See accompanying combined notes to condensed consolidated financial statements.

 

6



Table of Contents

 

CSC HOLDINGS, LLC AND SUBSIDIARIES

(a wholly-owned subsidiary of Cablevision Systems Corporation)

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

 

 

 

March 31,
2010

 

December 31,
2009

 

 

 

 

 

(See Note 1)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

253,258

 

$

204,040

 

Accounts receivable, trade (less allowance for doubtful accounts of $23,049 and $23,500)

 

442,838

 

484,400

 

Prepaid expenses and other current assets

 

154,615

 

147,426

 

Program rights, net

 

169,270

 

162,741

 

Deferred tax asset

 

303,643

 

320,840

 

Advances to affiliates (primarily due from Cablevision)

 

545,554

 

527,559

 

Investment securities pledged as collateral

 

202,212

 

136,059

 

Derivative contracts

 

20,298

 

37,137

 

Assets distributed to member in 2010

 

 

530,559

 

Total current assets

 

2,091,688

 

2,550,761

 

 

 

 

 

 

 

Property, plant and equipment, net of accumulated depreciation of $8,332,518 and $8,154,738

 

2,902,214

 

2,973,581

 

Other receivables

 

27,490

 

29,590

 

Advances to affiliates

 

4,576

 

4,920

 

Investment securities pledged as collateral

 

202,212

 

226,054

 

Derivative contracts

 

1,842

 

8,361

 

Other assets

 

53,786

 

56,790

 

Program rights, net

 

564,912

 

520,565

 

Deferred carriage fees, net

 

86,527

 

91,170

 

Affiliation, broadcast and other agreements, net of accumulated amortization of $544,665 and $526,790

 

399,089

 

416,964

 

Other amortizable intangible assets, net of accumulated amortization of $123,696 and $115,803

 

124,714

 

132,132

 

Indefinite-lived cable television franchises

 

731,848

 

731,848

 

Other indefinite-lived intangible assets

 

90,913

 

90,913

 

Goodwill

 

358,210

 

358,210

 

Deferred financing and other costs, net of accumulated amortization of $68,942 and $63,803

 

82,053

 

87,184

 

Assets distributed to member in 2010

 

 

1,522,440

 

 

 

$

7,722,074

 

$

9,801,483

 

 

See accompanying combined notes to condensed consolidated financial statements.

 

7



Table of Contents

 

CSC HOLDINGS, LLC AND SUBSIDIARIES

(a wholly-owned subsidiary of Cablevision Systems Corporation)

CONDENSED CONSOLIDATED BALANCE SHEETS (Cont’d)

(Dollars in thousands)

(Unaudited)

 

 

 

March 31,
2010

 

December 31,
2009

 

 

 

 

 

(See Note 1)

 

LIABILITIES AND TOTAL DEFICIENCY

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

421,743

 

$

394,243

 

Accrued liabilities

 

528,362

 

606,655

 

Accounts payable to affiliates

 

26,078

 

21,088

 

Deferred revenue

 

66,385

 

66,879

 

Program rights obligations

 

123,649

 

118,956

 

Liabilities under derivative contracts

 

9,926

 

9,294

 

Bank debt

 

163,772

 

360,000

 

Collateralized indebtedness

 

199,455

 

171,401

 

Capital lease obligations

 

5,820

 

5,745

 

Notes payable to affiliate

 

 

190,000

 

Liabilities distributed to member in 2010

 

 

307,526

 

Total current liabilities

 

1,545,190

 

2,251,787

 

 

 

 

 

 

 

Deferred revenue

 

13,110

 

13,944

 

Program rights obligations

 

349,096

 

316,896

 

Liabilities under derivative contracts

 

218,599

 

211,696

 

Other liabilities

 

318,073

 

327,901

 

Deferred tax liability

 

244,073

 

161,691

 

Bank debt

 

5,197,478

 

4,938,750

 

Collateralized indebtedness

 

176,377

 

204,431

 

Capital lease obligations

 

49,345

 

50,796

 

Senior notes and debentures

 

3,438,482

 

3,434,192

 

Senior subordinated notes

 

323,881

 

323,817

 

Liabilities distributed to member in 2010

 

 

643,038

 

Total liabilities

 

11,873,704

 

12,878,939

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Redeemable noncontrolling interests

 

12,540

 

12,175

 

 

 

 

 

 

 

Total Deficiency:

 

 

 

 

 

8% Senior notes due from Cablevision

 

(663,016

)

(660,951

)

Other member’s deficiency (14,432,750 membership units issued and outstanding)

 

(3,464,145

)

(2,379,441

)

 

 

(4,127,161

)

(3,040,392

)

Accumulated other comprehensive loss

 

(37,680

)

(49,760

)

Total member’s deficiency

 

(4,164,841

)

(3,090,152

)

Noncontrolling interest

 

671

 

521

 

Total deficiency

 

(4,164,170

)

(3,089,631

)

 

 

$

7,722,074

 

$

9,801,483

 

 

See accompanying combined notes to condensed consolidated financial statements.

 

8



Table of Contents

 

CSC HOLDINGS, LLC AND SUBSIDIARIES

(a wholly-owned subsidiary of Cablevision Systems Corporation)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2010 and 2009

(Dollars in thousands)

(Unaudited)

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Revenues, net (including revenues, net from Madison Square Garden of $2,429 and $2,274, respectively)

 

$

1,752,401

 

$

1,665,612

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Technical and operating (excluding depreciation, amortization and impairments shown below and including charges from Madison Square Garden of $38,032 and $26,610, respectively)

 

737,596

 

703,714

 

Selling, general and administrative (net of charges to Madison Square Garden of $3,198 and $11,105, respectively)

 

418,048

 

406,850

 

Restructuring credits

 

(209

)

(172

)

Depreciation and amortization (including impairments)

 

241,893

 

263,263

 

 

 

1,397,328

 

1,373,655

 

 

 

 

 

 

 

Operating income

 

355,073

 

291,957

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

Interest expense

 

(142,535

)

(163,924

)

Interest income

 

16,337

 

17,436

 

Gain on sale of programming interests, net

 

102

 

766

 

Gain (loss) on investments, net

 

42,292

 

(70,282

)

Gain (loss) on equity derivative contracts, net

 

(35,033

)

58,625

 

Loss on interest rate swap contracts, net

 

(35,109

)

(33,736

)

Loss on extinguishment of debt and write-off of deferred financing costs

 

 

(21,287

)

Miscellaneous, net

 

373

 

142

 

 

 

(153,573

)

(212,260

)

Income from continuing operations before income taxes

 

201,500

 

79,697

 

Income tax expense

 

(86,515

)

(35,627

)

Income from continuing operations

 

114,985

 

44,070

 

Income (loss) from discontinued operations, net of income taxes

 

(4,122

)

4,127

 

Net income

 

110,863

 

48,197

 

Net loss (income) attributable to noncontrolling interests

 

(28

)

199

 

Net income attributable to CSC Holdings, LLC’s sole member

 

$

110,835

 

$

48,396

 

 

 

 

 

 

 

Amounts attributable to CSC Holdings, LLC’s sole member:

 

 

 

 

 

Income from continuing operations, net of income taxes

 

$

114,957

 

$

44,269

 

Income (loss) from discontinued operations, net of income taxes

 

(4,122

)

4,127

 

Net income

 

$

110,835

 

$

48,396

 

 

See accompanying combined notes to condensed consolidated financial statements.

 

9



Table of Contents

 

CSC HOLDINGS, LLC AND SUBSIDIARIES

(a wholly-owned subsidiary of Cablevision Systems Corporation)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2010 and 2009

(Dollars in thousands)

(Unaudited)

 

 

 

2010

 

2009

 

Cash flows from operating activities:

 

 

 

 

 

Income from continuing operations

 

$

114,985

 

$

44,070

 

Adjustments to reconcile income from continuing operations to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization (including impairments)

 

241,893

 

263,263

 

Non-cash restructuring expense

 

 

414

 

Gain on sale of programming interests, net

 

(102

)

(766

)

Loss (gain) on investments, net

 

(42,292

)

70,282

 

Loss (gain) on equity derivative contracts, net

 

35,033

 

(58,625

)

Loss on extinguishment of debt and write-off of deferred financing costs

 

 

21,287

 

Amortization of deferred financing costs, discounts on indebtedness and other costs

 

9,489

 

11,711

 

Accretion of discount on Cablevision senior notes held by Newsday

 

(2,065

)

(1,871

)

Amortization of other deferred costs

 

6,294

 

5,901

 

Share-based compensation expense related to equity classified awards

 

12,458

 

13,484

 

Deferred income taxes

 

80,633

 

29,586

 

Amortization and write-off of program rights

 

47,999

 

42,274

 

Provision for doubtful accounts

 

12,633

 

15,250

 

Changes in other assets and liabilities

 

(104,310

)

(98,393

)

Net cash provided by operating activities

 

412,648

 

357,867

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Capital expenditures

 

(146,694

)

(168,962

)

Proceeds from sale of equipment, net of costs of disposal

 

2,078

 

524

 

Payments for acquisitions, net

 

 

(208

)

Proceeds from sale of programming interests

 

125

 

900

 

Decrease in investment securities and other investments

 

66

 

1,100

 

Additions to other intangible assets

 

(475

)

(137

)

Net cash used in investing activities

 

(144,900

)

(166,783

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from bank debt

 

200,000

 

 

Repayment of bank debt

 

(137,500

)

(87,500

)

Proceeds from issuance of senior notes

 

 

1,250,920

 

Repurchase of senior notes and debentures, including tender premiums and fees

 

 

(776,914

)

Repayment of note payable due to Madison Square Garden

 

(190,000

)

 

Proceeds from collateralized indebtedness

 

 

35,947

 

Repayment of collateralized indebtedness

 

 

(35,947

)

Dividend payments to Cablevision, net

 

(84,011

)

(619,270

)

Principal payments on capital lease obligations

 

(1,376

)

(1,055

)

Additions to deferred financing costs

 

 

(27,115

)

Distributions to noncontrolling partners

 

(54

)

 

Net cash used in financing activities

 

(212,941

)

(260,934

)

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents from continuing operations

 

54,807

 

(69,850

)

 

 

 

 

 

 

Cash flows of discontinued operations:

 

 

 

 

 

Net cash provided by (used in) operating activities

 

(25,706

)

11,438

 

Net cash used in investing activities

 

(5,997

)

(20,062

)

Net cash used in financing activities

 

(8,204

)

(303

)

Effect of change in cash related to discontinued operations

 

34,318

 

21,101

 

Net increase (decrease) in cash and cash equivalents from discontinued operations

 

(5,589

)

12,174

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of year

 

204,040

 

224,095

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

253,258

 

$

166,419

 

 

See accompanying combined notes to condensed consolidated financial statements.

 

10



Table of Contents

 

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

 

NOTE 1.

 

BUSINESS

 

Cablevision Systems Corporation (“Cablevision”) and its wholly-owned subsidiary CSC Holdings, LLC (“CSC Holdings,” and collectively with Cablevision, the “Company”) own and operate cable television systems and, through Rainbow Media Holdings LLC, a wholly-owned subsidiary of CSC Holdings, have ownership interests in companies that produce and distribute national entertainment and regional news programming services.  The Company also owns companies that provide advertising sales services for the cable television industry, provide telephone service, operate motion picture theaters and operate a newspaper publishing business.  The Company classifies its business interests into three reportable segments:  (1) Telecommunications Services, consisting principally of its video, high-speed data, Voice over Internet Protocol and its commercial data and voice services operations; (2) Rainbow, consisting principally of national and regional television programming services, including AMC, WE tv, IFC, Sundance Channel, News 12, and IFC Entertainment; and (3) Newsday, consisting of the Newsday daily newspaper, amNew York, Star Community Publishing Group, and online websites including newsday.com and exploreLI.com.

 

On February 9, 2010, Cablevision distributed to its stockholders all of the outstanding common stock of Madison Square Garden, Inc. (“Madison Square Garden”), a company which owns the sports, entertainment and media businesses previously owned and operated by the Company’s Madison Square Garden segment (the “MSG Distribution”).  The MSG Distribution took the form of a distribution by Cablevision of one share of Madison Square Garden Class A Common Stock for every four shares of Cablevision NY Group Class A Common Stock held of record at the close of business in New York City on January 25, 2010 (the “Record Date”) and one share of Madison Square Garden Class B Common Stock for every four shares of Cablevision NY Group Class B Common Stock held of record on the Record DateOn January 12, 2010, the Company transferred to Madison Square Garden the Company’s subsidiaries which owned, directly or indirectly, all of the partnership interests in Madison Square Garden, L.P.  As a result of the MSG Distribution on February 9, 2010, the Company no longer consolidates the financial results of Madison Square Garden for the purpose of its own financial reporting and the historical financial results of Madison Square Garden have been reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented through the MSG Distribution date.

 

Assets and liabilities related to the MSG Distribution on the Company’s condensed consolidated balance sheet as of December 31, 2009 and related footnotes have been reclassified as assets to be distributed to shareholders/member and liabilities to be distributed to shareholders/member.  All assets and liabilities to be distributed to shareholders/member are excluded from the footnotes unless otherwise noted.  Amounts due to or due from Madison Square Garden that were previously eliminated in consolidation are now being presented as accounts payable to affiliates or advances to affiliates on the Company’s condensed balance sheet at December 31, 2009.

 

NOTE 2.

 

BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements of Cablevision and CSC Holdings 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 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, 2009.

 

11



Table of Contents

 

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

The financial statements as of March 31, 2010 and for the three months ended March 31, 2010 and 2009 presented in this Form 10-Q are unaudited; however, in the opinion of management, such financial statements include all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented.

 

The accompanying condensed consolidated financial statements of Cablevision include the accounts of Cablevision and its majority-owned subsidiaries and the accompanying condensed consolidated financial statements of CSC Holdings include the accounts of CSC Holdings and its majority-owned subsidiaries. Cablevision has no operations independent of its CSC Holdings subsidiary, whose operating results and financial position are consolidated into Cablevision.  The condensed consolidated balance sheets and statements of operations of Cablevision are essentially identical to the condensed consolidated balance sheets and statements of operations for CSC Holdings, with the following significant exceptions:  Cablevision has a total of $1,887,971 of senior notes outstanding at March 31, 2010 (excluding the $682,000 face amount of Cablevision notes discussed below) that were issued in September 2009 and April 2004 to third party investors, cash, deferred financing costs and accrued interest related to its senior notes, deferred taxes and accrued dividends on its balance sheet and CSC Holdings and its subsidiaries have certain intercompany receivables from Cablevision.  In July 2008, CSC Holdings received a capital contribution in the form of a note receivable from Cablevision (reflected as a reduction to equity in its consolidated balance sheet) of $650,000 ($682,000 face amount) relating to 8% senior notes due 2012 issued by Cablevision.  At March 31, 2010, the accreted value of the note receivable was $663,016.  CSC Holdings in turn contributed these notes to its subsidiary, Newsday Holdings LLC.  The contribution of Cablevision notes to CSC Holdings had no impact on CSC Holdings’ total equity and the Cablevision notes eliminate in the consolidated balance sheet of Cablevision.  Differences between Cablevision’s results of operations from those of CSC Holdings primarily include incremental interest expense, interest income and income tax expense or benefit and CSC Holdings’ results of operations include incremental interest income from the 8% senior notes of $13,642 for both of the three month periods ended March 31, 2010 and 2009, and the accretion of the discount on the notes issued by Cablevision to CSC Holdings of $2,065 and $1,871 for the three months ended March 31, 2010 and 2009, respectively.

 

The combined notes to the condensed consolidated financial statements relate to the Company, which, except as noted, are essentially identical for Cablevision and CSC Holdings.  All significant intercompany transactions and balances between Cablevision and CSC Holdings and their respective consolidated subsidiaries are eliminated in both sets of consolidated financial statements.  Intercompany transactions between Cablevision and CSC Holdings do not eliminate in the CSC Holdings consolidated financial statements, but do eliminate in the Cablevision consolidated financial statements.

 

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, 2010.

 

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.

 

12



Table of Contents

 

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

NOTE 3.

 

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

 

In February 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-09, Subsequent Events (Topic 855), which amended the subsequent events guidance such that Securities and Exchange Commission (“SEC”) filers would no longer be required to disclose the date through which subsequent events had been evaluated for both originally issued and revised financial statements.  The amendments in ASU No. 2010-09 became effective for the Company as of March 31, 2010.

 

NOTE 4.

 

DIVIDENDS

 

On February 24, 2010, the Board of Directors of Cablevision declared a cash dividend of $0.10 per share, which was paid on March 29, 2010 to stockholders of record on both its Cablevision NY Group (“CNYG”) Class A common stock and CNYG Class B common stock as of March 8, 2010.

 

During the three months ended March 31, 2010, CSC Holdings paid cash dividends to Cablevision aggregating approximately $84,000.  The proceeds were used to fund (i) Cablevision’s dividends paid on March 29, 2010; (ii) Cablevision’s interest payments on certain of its senior notes; and (iii) Cablevision’s payments of payroll related taxes upon the vesting of certain restricted shares.

 

NOTE 5.

 

NET INCOME PER SHARE ATTRIBUTABLE TO SHAREHOLDERS

 

Cablevision

 

Basic net income per common share attributable to Cablevision shareholders is computed by dividing net income attributable to Cablevision shareholders by the weighted average number of common shares outstanding during the period.  Diluted net income per common share attributable to Cablevision shareholders reflects the dilutive effects of stock options (including those held by Madison Square Garden employees), restricted stock (including those held by Madison Square Garden employees) and restricted stock units.

 

A reconciliation of the denominator of the basic and diluted net income per share attributable to Cablevision shareholders calculation for the three months ended March 31, 2010 and 2009 is as follows:

 

 

 

2010

 

2009

 

 

 

(in thousands)

 

Basic weighted average shares outstanding

 

293,884

 

290,769

 

 

 

 

 

 

 

Effect of dilution:

 

 

 

 

 

Stock options

 

3,377

 

1,115

 

Restricted stock awards

 

5,565

 

2,546

 

Diluted weighted average shares outstanding

 

302,826

 

294,430

 

 

Anti-dilutive shares (options whose exercise price exceeds the average market price of Cablevision’s common stock during the period) totaling 389,877 and 3,698,317, including Company options held by Madison Square Garden employees, have been excluded from diluted weighted average shares outstanding for the three months ended March 31, 2010 and 2009, respectively.

 

13



Table of Contents

 

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

CSC Holdings

 

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 Cablevision.

 

NOTE 6.

 

COMPREHENSIVE INCOME

 

The following table presents comprehensive income for the three months ended March 31, 2010 and 2009:

 

 

 

Three Months Ended March 31,

 

 

 

2010

 

2009

 

 

 

Cablevision

 

CSC
Holdings

 

Cablevision

 

CSC
Holdings

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

74,160

 

$

110,835

 

$

21,217

 

$

48,396

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

Amortization of prior service cost and gains and losses included in net periodic benefit cost, net of income taxes

 

998

 

998

 

662

 

662

 

Comprehensive income

 

75,158

 

111,833

 

21,879

 

49,058

 

Comprehensive loss (income) attributable to the noncontrolling interests

 

(28

)

(28

)

199

 

199

 

Comprehensive income attributable to Cablevision and CSC Holdings shareholder(s)

 

$

75,130

 

$

111,805

 

$

22,078

 

$

49,257

 

 

NOTE 7.

 

GROSS VERSUS NET REVENUE RECOGNITION

 

In the normal course of business, the Company is assessed non-income related taxes by governmental authorities, including franchising authorities, and collects such taxes from its customers.  The Company’s policy is that, in instances where the tax is being assessed directly on the Company, amounts paid to the governmental authorities and amounts received from the customers are recorded on a gross basis.  That is, amounts paid to the governmental authorities are recorded as technical and operating expenses and amounts received from the customer are recorded as revenues.  For the three months ended March 31, 2010 and 2009, the amount of franchise fees included as a component of net revenue aggregated $33,041 and $31,329, respectively.

 

NOTE 8.

 

CASH FLOWS

 

For purposes of the condensed consolidated statements of cash flows, the Company considers the balance of its investment in funds that substantially hold securities that mature within three months or less from the date the fund purchases these securities to be cash equivalents.

 

14



Table of Contents

 

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

During the three months ended March 31, 2010 and 2009, the Company’s non-cash investing and financing activities and other supplemental data were as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2010

 

2009

 

Non-Cash Investing and Financing Activities of Cablevision and CSC Holdings:

 

 

 

 

 

Continuing Operations:

 

 

 

 

 

Redemption of collateralized indebtedness with related equity derivative contracts

 

$

 

$

12,673

 

Capitalized share-based compensation

 

141

 

 

Distribution of the Madison Square Garden business

 

1,113,488

 

 

 

 

 

 

 

 

Supplemental Data:

 

 

 

 

 

Cash interest paid - continuing operations (Cablevision)

 

186,265

 

172,126

 

Cash interest paid - discontinued operations (Cablevision)

 

558

 

1,061

 

Cash interest paid - continuing operations (CSC Holdings)

 

149,176

 

165,219

 

Cash interest paid - discontinued operations (CSC Holdings)

 

558

 

1,061

 

Income taxes paid, net (Cablevision and CSC Holdings)

 

1,879

 

2,344

 

 

NOTE 9.

 

DISCONTINUED OPERATIONS AND NET ASSETS DISTRIBUTED TO SHAREHOLDERS IN 2010

 

On February 9, 2010, the Company completed the MSG Distribution (see Note 1).  As a result, the operating results of the Company’s Madison Square Garden segment through the date of the MSG Distribution, as well as transaction costs, have been classified in the condensed consolidated statements of operations as discontinued operations for all periods presented.  No gain or loss was recognized in connection with the MSG Distribution.  Operating results of discontinued operations for the period from January 1, 2010 through February 9, 2010 and for the three months ended March 31, 2009 are summarized below:

 

January 1, 2010 through February 9, 2010:

 

 

 

Madison Square
Garden

 

 

 

 

 

Revenues, net

 

$

131,695

 

 

 

 

 

Income before income taxes

 

$

7,090

 

Income tax expense(a)

 

(11,212

)

 

 

 

 

Loss from discontinued operations, net of income taxes

 

$

(4,122

)

 


(a)                     Income tax expense includes $7,368 resulting from the non-deductibility of certain transaction costs associated with the MSG Distribution.

 

15



Table of Contents

 

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

 

 

Three Months Ended March 31, 2009

 

 

 

Madison
Square
Garden

 

Other

 

Total

 

 

 

 

 

 

 

 

 

Revenues, net

 

$

247,060

 

$

 

$

247,060

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

$

7,358

 

$

(31

)

$

7,327

 

Income tax benefit (expense)

 

(3,213

)

13

 

(3,200

)

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations, net of income taxes

 

$

4,145

 

$

(18

)

$

4,127

 

 

The assets and liabilities of Madison Square Garden have been classified in the condensed consolidated balance sheet as of December 31, 2009 as assets and liabilities distributed to shareholders in 2010 and consist of the following:

 

Cash and cash equivalents

 

$

109,716

 

Accounts receivable, prepaid expenses and other current assets

 

230,843

 

Advances due from Cablevision

 

190,000

 

Property and equipment, net and other long-term assets

 

473,825

 

Intangible assets

 

1,048,615

 

Total assets distributed in 2010

 

$

2,052,999

 

 

 

 

 

Accounts payable and accrued expenses

 

$

170,565

 

Other current liabilities

 

136,961

 

Deferred tax liability

 

495,233

 

Other long-term liabilities

 

147,805

 

Total liabilities distributed in 2010

 

950,564

 

Net assets distributed in 2010

 

$

1,102,435

 

 

The following table summarizes the net impact of the MSG Distribution on February 9, 2010 to Cablevision’s  stockholders’ deficiency and CSC Holdings’ member’s deficiency:

 

 

 

Cablevision

 

CSC
Holdings

 

Increase in other member’s deficiency

 

$

 

$

(1,124,570

)

Decrease in paid-in capital

 

(87,396

)

 

Increase in accumulated deficit

 

(1,037,174

)

 

Decrease in accumulated other comprehensive loss

 

11,082

 

11,082

 

Net assets distributed to shareholders/member in 2010

 

$

(1,113,488

)

$

(1,113,488

)

 

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

NOTE 10.

 

INTANGIBLE ASSETS

 

The following table summarizes information relating to the Company’s acquired intangible assets at March 31, 2010 and December 31, 2009:

 

 

 

March 31,

 

December 31,

 

 

 

2010

 

2009

 

Gross carrying amount of affiliation, broadcast and other agreements

 

 

 

 

 

Affiliation agreements and affiliate relationships

 

$

913,373

 

$

913,373

 

Broadcast rights and other agreements

 

30,381

 

30,381

 

 

 

943,754

 

943,754

 

Accumulated amortization

 

 

 

 

 

Affiliation agreements and affiliate relationships

 

(514,284

)

(496,409

)

Broadcast rights and other agreements

 

(30,381

)

(30,381

)

 

 

(544,665

)

(526,790

)

Affiliation, broadcast and other agreements, net of accumulated amortization

 

$

399,089

 

$

416,964

 

 

 

 

 

 

 

Gross carrying amount of other amortizable intangible assets

 

 

 

 

 

Advertiser relationships

 

$

137,017

 

$

137,017

 

Other amortizable intangibles

 

111,393

 

110,918

 

 

 

248,410

 

247,935

 

Accumulated amortization

 

 

 

 

 

Advertiser relationships

 

(80,229

)

(75,353

)

Other amortizable intangibles

 

(43,467

)

(40,450

)

 

 

(123,696

)

(115,803

)

Other amortizable intangible assets, net of accumulated amortization

 

$

124,714

 

$

132,132

 

 

 

 

 

 

 

Other Indefinite-lived intangible assets

 

 

 

 

 

FCC licenses and other intangibles

 

$

6,913

 

$

6,913

 

Trademarks

 

84,000

 

84,000

 

Other indefinite-lived intangible assets

 

$

90,913

 

$

90,913

 

 

 

 

 

 

 

Affiliation, broadcast and other agreements, net of accumulated amortization

 

$

399,089

 

$

416,964

 

Other amortizable intangible assets, net of accumulated amortization

 

124,714

 

132,132

 

Other indefinite-lived intangible assets

 

90,913

 

90,913

 

Indefinite-lived cable television franchises

 

731,848

 

731,848

 

Goodwill

 

358,210

 

358,210

 

 

 

 

 

 

 

Total intangible assets, net

 

$

1,704,774

 

$

1,730,067

 

 

 

 

 

 

 

Aggregate amortization expense

 

 

 

 

 

Three months ended March 31, 2010

 

$

25,769

 

 

 

 

Estimated amortization expense

 

 

 

Year ending December 31, 2010

 

$

102,791

 

Year ending December 31, 2011

 

94,557

 

Year ending December 31, 2012

 

78,383

 

Year ending December 31, 2013

 

42,262

 

Year ending December 31, 2014

 

17,831

 

 

17



Table of Contents

 

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

NOTE 11.

 

DERIVATIVE CONTRACTS AND COLLATERALIZED INDEBTEDNESS

 

To manage interest rate risk, the Company has 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 limit the exposure against the risk of rising rates.  The Company does not enter into interest rate swap contracts for speculative or trading purposes and it has only entered into transactions with counterparties that are rated investment grade.  The Company monitors the financial institutions that are counterparties to its interest rate swap contracts and it diversifies its swap contracts among various counterparties to mitigate exposure to any single financial institution.

 

As of March 31, 2010, CSC Holdings was party to several interest rate swap contracts with an aggregate notional amount of $2,600,000 that effectively fixed borrowing rates on a portion of the Company’s floating rate debt.  Interest rate swap contracts with an aggregate notional amount of $1,100,000 matured in March 2010.  These contracts are not designated as hedges for accounting purposes.  As a result of the CSC Holdings interest rate swap transactions, the interest rate paid on approximately 80% of the Company’s debt (excluding capital leases and collateralized indebtedness) is effectively fixed (57% being fixed rate obligations and 23% is effectively fixed through utilization of these interest rate swap contracts) as of March 31, 2010.  The table below summarizes certain terms of these interest rate swap contracts as of March 31, 2010:

 

Maturity Date

 

Notional Amount

 

Weighted Average Fixed
Rate Paid by the Company

 

Weighted Average
Effective Floating Rate
Received by the Company

at March 31, 2010*

 

June 2012

 

$

2,600,000

 

4.86

%

0.26

%

 


*                           Represents the floating rate received by the Company under its interest rate swap contracts at March 31, 2010 and does not represent the rates to be received by the Company on future payments.

 

The Company has also entered into various transactions to limit the exposure against equity price risk on its shares of Comcast Corporation common stock.  The Company had monetized all of its stock holdings in Comcast Corporation through the execution of prepaid forward contracts, collateralized by an equivalent amount of the respective underlying stock.  At maturity, the contracts provide for the option to deliver cash or shares of Comcast stock with a value determined by reference to the applicable stock price at maturity.  These contracts, at maturity, are expected to offset declines in the fair value of these securities below the hedge price per share while allowing the Company to retain upside appreciation from the hedge price per share to the relevant cap price.

 

18



Table of Contents

 

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

The following represents the location of the assets and liabilities associated with the Company’s derivative instruments within the condensed consolidated balance sheets at March 31, 2010 and December 31, 2009:

 

Derivatives Not
Designated as

 

 

 

Asset Derivatives

 

Liability Derivatives

 

Hedging
Instruments Under
ASC Topic 815

 

Balance Sheet
Location

 

Fair Value at
March 31,
2010

 

Fair Value at
December 31,
2009

 

Fair Value at
March 31,
2010

 

Fair Value at
December 31,
2009

 

Interest rate swap contracts

 

Current derivative contracts

 

$

 

$

 

$

 

$

9,294

 

Interest rate swap contracts

 

Long-term derivative contracts

 

 

 

207,322

 

202,168

 

Prepaid forward contracts

 

Long-term derivative contracts

 

 

 

11,277

 

9,528

 

Prepaid forward contracts

 

Current derivative contracts

 

20,298

 

37,137

 

9,926

 

 

Prepaid forward contracts

 

Long-term derivative contracts

 

1,842

 

8,361

 

 

 

Total derivative contracts

 

 

 

$

22,140

 

$

45,498

 

$

228,525

 

$

220,990

 

 

The following represents the impact and location of the Company’s derivative instruments within the condensed consolidated statements of operations for the three months ended March 31, 2010 and 2009:

 

Derivatives Not Designated as

 

 

 

Amount of Gain (Loss) Recognized

 

Hedging Instruments under ASC

 

 

 

Three Months Ended March 31,

 

Topic 815:

 

Location of Gain (Loss) Recognized

 

2010

 

2009

 

Interest rate swap contracts

 

Loss on interest rate swap contracts, net

 

$

(35,109

)

$

(33,736

)

Prepaid forward contracts

 

Gain (loss) on equity derivative contracts, net

 

(35,033

)

58,625

 

Total derivative contracts

 

 

 

$

(70,142

)

$

24,889

 

 

NOTE 12.

 

FAIR VALUE MEASUREMENT

 

The fair value hierarchy as outlined in ASC Topic 820 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.

 

19



Table of Contents

 

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

The following table presents for each of these hierarchy levels, the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis at March 31, 2010 and December 31, 2009:

 

At March 31, 2010:

 

 

 

Level I

 

Level II

 

Level III

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

255,754

 

$

 

$

 

$

255,754

 

Investment securities

 

89

 

 

 

89

 

Investment securities pledged as collateral

 

404,424

 

 

 

404,424

 

Derivative contracts

 

 

22,140

 

 

22,140

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities under derivative contracts

 

 

228,525

 

 

228,525

 

 

At December 31, 2009:

 

 

 

Level I

 

Level II

 

Level III

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

214,267

 

$

 

$

 

$

214,267

 

Investment securities

 

96

 

 

 

96

 

Investment securities pledged as collateral

 

362,113

 

 

 

362,113

 

Derivative contracts

 

 

45,498

 

 

45,498

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities under derivative contracts

 

 

220,990

 

 

220,990

 

 

The Company’s cash equivalents, investment securities and investment securities pledged as collateral are classified within Level I of the fair value hierarchy because they are valued using quoted market prices.

 

The Company’s derivative contracts and liabilities under derivative contracts 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 considerations.  Such adjustments are generally based on available market evidence.  Since model inputs can generally be verified and do not involve significant management judgment, the Company has concluded that these instruments should be classified within Level II of the fair value hierarchy.

 

The Company considers the impact of credit risk when measuring the fair value of its derivative asset and/or liability positions, as applicable.

 

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 that value:

 

20



Table of Contents

 

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

Bank Debt, Collateralized Indebtedness, Notes Payable, Senior Notes and Debentures and Senior Subordinated Notes

 

The fair values of each of the Company’s debt instruments are based on quoted market prices for the same or similar issues or on the current rates offered to the Company for instruments of the same remaining maturities.

 

The carrying values and estimated fair values of the Company’s financial instruments, excluding those that are carried at fair value in the accompanying condensed consolidated balance sheets, are summarized as follows:

 

 

 

March 31, 2010

 

 

 

Carrying
Amount

 

Estimated
Fair Value

 

Note Receivable:

 

 

 

 

 

Cablevision senior notes receivable at CSC Holdings(a)

 

$

663,016

 

$

731,548

 

 

 

 

 

 

 

Debt instruments:

 

 

 

 

 

Bank debt(b)

 

$

5,361,250

 

$

5,406,558

 

Collateralized indebtedness

 

375,832

 

373,807

 

Senior notes and debentures

 

3,438,482

 

3,746,135

 

Senior subordinated notes

 

323,881

 

341,250

 

CSC Holdings total debt instruments

 

9,499,445

 

9,867,750

 

 

 

 

 

 

 

Senior notes and debentures

 

1,887,971

 

2,024,250

 

Cablevision total debt instruments

 

$

11,387,416

 

$

11,892,000

 

 

 

 

December 31, 2009

 

 

 

Carrying
Amount

 

Estimated
Fair Value

 

Note Receivable:

 

 

 

 

 

Cablevision senior notes receivable at CSC Holdings(a)

 

$

660,951

 

$

721,317

 

 

 

 

 

 

 

Debt instruments:

 

 

 

 

 

Bank debt(b)

 

$

5,298,750

 

$

5,332,245

 

Collateralized indebtedness

 

375,832

 

371,921

 

Senior notes and debentures

 

3,434,192

 

3,717,585

 

Senior subordinated notes

 

323,817

 

342,875

 

CSC Holdings total debt instruments

 

9,432,591

 

9,764,626

 

 

 

 

 

 

 

Senior notes and debentures

 

1,887,691

 

1,994,670

 

Cablevision total debt instruments

 

$

11,320,282

 

$

11,759,296

 

 


(a)                    Represents the fair value of the 8% senior notes due 2012 issued by Cablevision and contributed to CSC Holdings which in turn contributed such notes to Newsday Holdings LLC.  These notes are eliminated at the consolidated Cablevision level.

(b)                   The carrying value of the Company’s bank debt which bears interest at variable rates approximates its fair value.

 

Fair value estimates related to the Company’s debt instruments and senior notes receivable 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.

 

21


 

 

 


Table of Contents

 

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

NOTE 13.

 

INCOME TAXES

 

Cablevision

 

The income tax expense attributable to continuing operations for the three months ended March 31, 2010 of $66,728 differs from the income tax expense derived from applying the statutory federal rate to pretax income due principally to state income taxes, a decrease to the valuation allowance of $877 relating to certain state net operating loss carry forwards, tax expense of $514 relating to uncertain tax positions, including accrued interest, tax expense of $8,654 resulting from a change in the rate used to measure deferred taxes principally due to the impact of the MSG Distribution, the tax impact of non-deductible officers’ compensation and other non-deductible expenses of $1,699 and $1,135, respectively and tax benefit of $2,283 resulting from a change in the projected composition of the group of officers for which the tax deduction for compensation may be limited pursuant to Internal Revenue Code Section 162(m).

 

The income tax expense attributable to continuing operations for the three months ended March 31, 2009 of $16,569 differs from the income tax expense derived from applying the statutory federal rate to pretax income due principally to state income taxes, a decrease to the valuation allowance of $124 relating to certain state net operating loss carry forwards, tax expense of $365 relating to uncertain tax positions, including accrued interest, and the tax impact of non-deductible officers’ compensation and other non-deductible expenses of $1,765 and $655, respectively.

 

Subsequent to the utilization of the Company’s net operating loss and credit carry forwards, payments for income taxes are expected to increase significantly.

 

CSC Holdings

 

The income tax expense attributable to continuing operations for the three months ended March 31, 2010 of $86,515 differs from the income tax expense derived from applying the statutory federal rate to pretax income due principally to state income taxes, a decrease to the valuation allowance of $877 relating to certain state net operating loss carry forwards, tax expense of $514 relating to uncertain tax positions, including accrued interest, tax expense of $5,581 resulting from a change in the rate used to measure deferred taxes principally due to the impact of the MSG Distribution, the tax impact of non-deductible officers’ compensation and other non-deductible expenses of $1,699 and $1,135, respectively and tax benefit of $2,283 resulting from a change in the projected composition of the group of officers for which the tax deduction for compensation may be limited pursuant to Internal Revenue Code Section 162(m).

 

The income tax expense attributable to continuing operations for the three months ended March 31, 2009 of $35,627 differs from the income tax expense derived from applying the statutory federal rate to pretax income due principally to state income taxes, a decrease to the valuation allowance of $124 relating to certain state net operating loss carry forwards, tax expense of $365 relating to uncertain tax positions, including accrued interest, and the tax impact of non-deductible officers’ compensation and other non-deductible expenses of $1,765 and $655, respectively.

 

In connection with the tax allocation policy between Cablevision and CSC Holdings, CSC Holdings has recorded a payable due to Cablevision and Cablevision has recorded a receivable due from CSC Holdings, both in the amount of $2,987, representing the estimated federal income tax liability of CSC Holdings for the three months ended March 31, 2010 as determined on a stand-alone basis as if CSC Holdings filed a separate federal consolidated income tax return.  Subsequent to the utilization of CSC Holdings’ net operating loss and credit carry forwards, payments to Cablevision pursuant to the tax allocation policy are expected to increase significantly.

 

22



Table of Contents

 

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

The Company

 

For the three months ended March 31, 2010 and 2009, the Company has fully offset estimated federal taxable income with a net operating loss deduction.  However, the Company is subject to the federal alternative minimum tax and certain state and local income taxes that are payable quarterly.  The change in the Company’s deferred tax assets and liabilities is primarily due to the utilization of net operating losses and changes in the differences between the carrying amount and tax bases of assets and liabilities.

 

In general, the Company is required to use an estimated annual effective tax rate to measure the income tax expense recognized in an interim period.  The estimated annual effective tax rate is revised on a quarterly basis and therefore may be different from the rate used in a prior interim period.  In addition, certain items included in income from continuing operations before income taxes 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.

 

In February 2010, the Internal Revenue Service approved the Company’s request to change its tax accounting method for certain installation costs with regard to its Optimum Online and Optimum Voice businesses.  As a result, Cablevision’s net operating loss carry forward increased by approximately $220,000 with a corresponding reduction in the income tax basis of certain fixed assets.  The associated balance sheet deferred income tax reclassification adjustments were recorded in the first quarter of 2010.

 

NOTE 14.

 

BENEFIT PLANS

 

Components of the estimated net periodic pension cost, recorded in selling, general and administrative expenses, for the Company’s qualified and non-qualified defined benefit plans for the three months ended March 31, 2010 and 2009 are as follows:

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Service cost

 

$

10,625

 

$

9,495

 

Interest cost

 

3,700

 

3,416

 

Expected return on plan assets, net

 

(1,225

)

(905

)

Recognized prior service cost

 

7

 

7

 

Recognized actuarial loss

 

1,468

 

1,458

 

Net periodic benefit cost

 

$

14,575

 

$

13,471

 

 

NOTE 15.

 

EQUITY PLANS

 

Treatment of Share-Based Payment Awards After the MSG Distribution

 

In connection with the MSG Distribution, and as provided for in the Company’s equity plans, each stock option and stock appreciation right (“SAR”) outstanding at the effective date of the MSG Distribution became two options and SARs, one with respect to Cablevision NY Group Class A Common Stock and one with respect to Madison Square Garden Class A common stock.  The existing exercise price of each option/SAR was allocated between the existing Cablevision option/SAR and the Madison Square Garden option/SAR based on the weighted average trading price of Madison Square Garden’s and Cablevision’s common shares for the ten trading days subsequent to the MSG Distribution and the underlying share amount took into account the 1:4 distribution ratio.  As a result of this adjustment, 82.63% of the pre-MSG Distribution exercise price of options/rights was allocated to the Cablevision options/rights and 17.37% was allocated to the new Madison Square Garden options/rights.  This modification did not result in any additional compensation expense for the three months ended March 31, 2010.

 

23



Table of Contents

 

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

Cablevision’s Equity Plans

 

Share-Based Payment Award Activity

 

The following table summarizes activity relating to Company employees who held Cablevision stock options for the three months ended March 31, 2010:

 

 

 

Shares Under Option

 

Weighted
Average

 

Weighted
Average
Remaining

 

 

 

 

 

Time
Vesting
Options

 

Performance
Vesting
Options

 

Exercise
Price Per
Share
(b)

 

Contractual
Term
(in years)

 

Aggregate
Intrinsic
Value
(c)

 

Balance, December 31, 2009

 

8,820,928

 

570,000

 

$

13.59

 

4.94

 

$

118,755

 

Exercised

 

(1,237,754

)

(134,400

)

$

10.11

 

 

 

 

 

Forfeited/Expired

 

(1,000

)

 

$

25.40

 

 

 

 

 

Transfers(a)

 

(6,000

)

 

$

11.43

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2010

 

7,576,174

 

435,600

 

$

11.43

 

4.72

 

$

104,165

 

 

 

 

 

 

 

 

 

 

 

 

 

Options exercisable at March 31, 2010

 

4,205,243

 

435,600

 

$

12.68

 

4.64

 

$

55,258

 

 

 

 

 

 

 

 

 

 

 

 

 

Options expected to vest in the future

 

3,370,931

 

 

$

9.72

 

4.83

 

$

48,907

 

 

24



Table of Contents

 

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

The following table summarizes activity relating to Madison Square Garden employees who held Cablevision stock options for the three months ended March 31, 2010:

 

 

 

Shares Under Option

 

Weighted
Average

 

Weighted
Average
Remaining

 

 

 

 

 

Time
Vesting
Options

 

Performance
Vesting
Options

 

Exercise
Price Per
Share
(b)

 

Contractual
Term
(in years)

 

Aggregate Intrinsic
Value
(c)

 

Balance, December 31, 2009

 

456,306

 

82,200

 

$

15.65

 

5.06

 

$

5,698

 

Exercised

 

(34,779

)

 

$

9.88

 

 

 

 

 

Forfeited/Expired

 

 

 

 

 

 

 

 

Transfers(a)

 

6,000

 

 

$

11.43

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2010

 

427,527

 

82,200

 

$

13.15

 

4.89

 

$

5,749

 

 

 

 

 

 

 

 

 

 

 

 

 

Options exercisable at March 31, 2010

 

427,527

 

82,200

 

$

13.15

 

4.89

 

$

5,749

 

 

 

 

 

 

 

 

 

 

 

 

 

Options expected to vest in the future

 

 

 

 

 

 

 


(a)                      Represents the transfer of stock options for employees who transferred from/to Cablevision affiliated entities to/from Madison Square Garden during the period.

(b)                     Option exercise prices relating to activity occurring after the MSG Distribution date were adjusted to 82.63% of their pre-MSG Distribution exercise prices.

(c)                      The aggregate intrinsic value is calculated as the difference between (i) the exercise price of the underlying award and (ii) the quoted price of Cablevision’s NY Group Class A common stock on March 31, 2010 and December 31, 2009.

 

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of Cablevision’s common stock for the 8,233,668 options outstanding that were in-the-money (which includes 4,962,737 exercisable options) at March 31, 2010.  For the three months ended March 31, 2010, the aggregate intrinsic value of options exercised under Cablevision’s stock option plans was $19,233 determined as of the date of option exercise, plus dividends, as applicable.  When an option is exercised, Cablevision issues new shares of stock.

 

The following table summarizes activity relating to Company employees who held Cablevision restricted shares for the three months ended March 31, 2010:

 

 

 

Number of
Restricted
Shares

 

Number of
Performance
Restricted
Shares

 

Weighted
Average Fair
Value Per
Share at Date
of Grant

 

Unvested award balance, December 31, 2009

 

7,493,310

 

 

$

18.06

 

Granted

 

2,100,360

 

913,400

 

$

24.00

 

Vested

 

(1,550,020

)

 

$

23.86

 

Awards forfeited

 

(53,160

)

 

$

15.83

 

Transfers(a)

 

(48,920

)

 

$

14.04

 

Unvested award balance, March 31, 2010

 

7,941,570

 

913,400

 

$

16.46

 

 

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

The following table summarizes activity relating to Madison Square Garden, Inc. employees who held Cablevision restricted shares for the three months ended March 31, 2010:

 

 

 

Number of
Restricted
Shares

 

Weighted
Average Fair
Value Per
Share at Date
of Grant
(b)

 

Unvested award balance, December 31, 2009

 

1,515,974

 

$

17.16

 

Granted

 

 

 

Vested

 

(262,544

)

$

24.16

 

Awards forfeited

 

(49,610

)

$

13.88

 

Transfers(a)

 

48,920

 

$

14.04

 

Unvested award balance, March 31, 2010

 

1,252,740

 

$

12.15

 

 


(a)                      Represents the transfer of unvested restricted stock awards for employees who transferred from/to Cablevision affiliated entities to/from Madison Square Garden during the period.

(b)                     Restricted share grant date fair value amounts relating to activity occurring after the MSG Distribution date were adjusted to 82.63% of their pre-MSG Distribution grant date fair value per share amount.

 

During the three months ended March 31, 2010, 1,812,564 Cablevision restricted shares issued to employees of the Company and Madison Square Garden vested.  To fulfill the employees’ statutory minimum tax withholding obligations for the applicable income and other employment taxes, 724,624 of these shares, with an aggregate value of $17,623, were surrendered to the Company.  These acquired shares have been classified as treasury stock.

 

Cablevision recognizes compensation expense for restricted shares issued to its employees using a straight-line amortization method, based on the grant date price of CNYG Class A common stock over the vesting period.

 

Share-based compensation for continuing operations for the three months ended March 31, 2010 was $13,683, of which $12,458 related to equity classified awards.  For the three months ended March 31, 2009, share-based compensation for continuing operations was $12,313, of which $13,484 related to equity classified awards, partially offset by a credit of $1,171 related to stock appreciation rights.  The Company has recognized stock compensation expense for all options and SARs, including those with respect to Madison Square Garden Class A common stock, granted to the Company’s employees.

 

Share-based compensation for discontinued operations, including compensation relating to restricted shares, for the three months ended March 31, 2010 was $1,012, of which $985 related to equity classified awards.  For the three months ended March 31, 2009, share-based compensation for discontinued operations was $1,007, of which $1,236 related to equity classified awards, partially offset by a credit of $229 related to stock appreciation rights.

 

NOTE 16.

 

LEGAL MATTERS

 

Programming Litigation

 

On September 20, 2007, an antitrust lawsuit was filed in the U.S. District Court for the Central District of California against Cablevision and several other defendants, including other cable and satellite providers and programming content providers.  The complaint alleges that the defendants violated Section 1 of the Sherman Antitrust Act by agreeing to the sale and licensing of programming on a “bundled” basis and by offering programming in packaged tiers rather than on an “a la carte” basis.  The plaintiffs, purportedly on

 

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

behalf of a nationwide class of cable and satellite subscribers, sought unspecified treble monetary damages and injunctive relief to compel the offering of channels to subscribers on an “a la carte” basis.  On December 3, 2007, the plaintiffs filed an amended complaint containing principally the same allegations as the plaintiffs’ original complaint.  On December 21, 2007, the defendants filed joint motions to dismiss the amended complaint for failure to state a claim and on the ground that the plaintiffs lacked standing to assert the claims in the amended complaint.  The district court granted the defendants’ motions on March 13, 2008, but granted the plaintiffs leave to amend their claims.

 

On March 20, 2008, the plaintiffs filed a second amended complaint.  The second amended complaint contained many of the same allegations as the plaintiffs’ original complaint, with limited modifications to address certain of the deficiencies identified in the court’s March 13 order.  Two of the principal modifications were (1) to reform the relief requested from an order requiring programmers and cable providers to offer channels on an “a la carte” basis, to an order requiring programmers and cable providers to offer the option to purchase on an unbundled basis; and (2) to allege that certain non-defendant programmers have been excluded from the market.  On April 22, 2008, the defendants filed joint motions to dismiss the second amended complaint.  The court denied those motions on June 26, 2008.  On August 1, 2008, Cablevision filed an answer to the second amended complaint.  On May 4, 2009, the plaintiffs filed a third amended complaint in order to remove any allegation that non-defendant programmers have been excluded from the market as a result of the practices being challenged in the lawsuit.  In conjunction with the filing of the third amended complaint, on May 1, 2009, the plaintiffs filed a motion to adjudicate that foreclosure of the non-defendant programmers is not a necessary element of the plaintiffs’ antitrust injury.  On June 12, 2009, the defendants filed motions to dismiss the third amended complaint.  On October 15, 2009, the court granted the defendants’ motion and dismissed the third amended complaint with prejudice.  The plaintiffs have filed an appeal.

 

Patent Litigation

 

Cablevision is named as a defendant in certain lawsuits claiming infringement of various patents relating to various aspects of the Company’s businesses.  In certain of these cases other industry participants are also defendants.  In certain of these cases the Company expects that any potential liability would be the responsibility of the Company’s equipment vendors pursuant to applicable contractual indemnification provisions.  To the extent that the allegations in these lawsuits have been analyzed by the Company at the current stage of their proceedings, the Company believes that the claims are without merit and intends to defend the actions vigorously.  The final disposition of these actions is not expected to have a material adverse effect on the Company’s consolidated financial position.

 

EchoStar Contract Dispute

 

In 2005, subsidiaries of the Company entered into agreements with EchoStar Corporation and its affiliates by which EchoStar Media Holdings Corporation acquired a 20% interest in VOOM HD Holdings LLC (“VOOM HD”) and EchoStar Satellite LLC (“EchoStar Satellite”) agreed to distribute VOOM on its DISH Network for a 15-year term.  The affiliation agreement with EchoStar Satellite for such distribution provides that if VOOM HD fails to spend $100,000 per year (subject to reduction to the extent that the number of offered channels is reduced to fewer than 21), up to a maximum of $500,000 in the aggregate, on VOOM, EchoStar Satellite may seek to terminate the agreement under certain circumstances.  On January 30, 2008, EchoStar Satellite purported to terminate the affiliation agreement, effective February 1, 2008, based on its assertion that VOOM HD had failed to comply with this spending provision in 2006.  On January 31, 2008, VOOM HD sought and obtained a temporary restraining order from New York Supreme Court for New York County prohibiting EchoStar Satellite from terminating the affiliation agreement.  In conjunction with its request for a temporary restraining order, VOOM HD also requested a preliminary injunction and filed a lawsuit against EchoStar Satellite asserting that EchoStar

 

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

Satellite did not have the right to terminate the affiliation agreement.  In a decision filed on May 5, 2008, the court denied VOOM HD’s motion for a preliminary injunction.  On or about May 13, 2008, EchoStar Satellite ceased distribution of VOOM on its DISH Network.  On May 27, 2008, VOOM HD amended its complaint to seek damages for EchoStar’s improper termination of the affiliation agreement.  On June 24, 2008, EchoStar Satellite answered VOOM HD’s amended complaint and asserted certain counterclaims.  On July 14, 2008, VOOM HD replied to EchoStar Satellite’s counterclaims.  The Company believes that the counterclaims asserted by EchoStar Satellite are without merit.  The lawsuit filed by VOOM HD remains pending.

 

Shareholder Lawsuit

 

On January 29, 2010, Ronald Gross, a purported shareholder of Cablevision, filed a shareholder derivative action purportedly on behalf of Cablevision in the United States District Court for the Eastern District of New York.  The complaint alleged an “interlocking” directorship in violation of Section 8 of the Clayton Act because a Cablevision director, Thomas V. Reifenheiser, is also a director of Citadel Broadcasting Corporation (“Citadel”), Lamar Advertising Company (“Lamar”) and Mediacom Communications Corporation (“Mediacom”).  The plaintiff alleged that Cablevision, Citadel, Lamar and Mediacom all compete with one another because each relies on advertising revenues.  The complaint named as defendants all of the current members of the Cablevision Board and asserted claims under Section 8 of the Clayton Act and for breach of fiduciary duties.  In March 2010, the plaintiff voluntarily dismissed this lawsuit.

 

Other Legal Matters

 

In addition to the matters discussed above, the Company is party to various lawsuits, some involving claims for substantial damages.  Although the outcome of these other matters cannot be predicted with certainty and the impact of the final resolution of these other matters on the Company’s results of operations in a particular subsequent reporting period is not known, management does not believe that the resolution of these other lawsuits will have a material adverse effect on the financial position of the Company or the ability of the Company to meet its financial obligations as they become due.

 

NOTE 17.

 

SEGMENT INFORMATION

 

The Company classifies its business interests into three reportable segments:  (1) Telecommunications Services, consisting principally of its video, high-speed data, Voice over Internet Protocol and its commercial data and voice services operations; (2) Rainbow, consisting principally of national and regional television programming services, including AMC, WE tv, IFC, Sundance Channel, News 12, and IFC Entertainment; and (3) Newsday, consisting of the Newsday daily newspaper and related assets.

 

The Company’s reportable segments are strategic business units that are managed separately.  The Company evaluates segment performance based on several factors, of which the primary financial measure is business segment adjusted operating cash flow (defined as operating income (loss) excluding depreciation and amortization (including impairments), share-based compensation expense or benefit and restructuring expense or credits), a non-GAAP measure.  The Company has presented the components that reconcile adjusted operating cash flow to operating income (loss), an accepted GAAP measure.  Information as to the operations of the Company’s reportable business segments is set forth below.

 

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2010

 

2009

 

Revenues, net from continuing operations

 

 

 

 

 

Telecommunications Services

 

$

1,406,005

 

$

1,328,299

 

Rainbow

 

265,066

 

249,256

 

Newsday

 

74,732

 

83,416

 

All other(a)

 

18,396

 

19,566

 

Inter-segment eliminations

 

(11,798

)

(14,925

)

 

 

$

1,752,401

 

$

1,665,612

 

 

Inter-segment eliminations are primarily affiliate revenues recognized by our Rainbow segment from the sale of cable network programming to our Telecommunication Services segment.

 

 

 

Three Months Ended March 31,

 

 

 

2010

 

2009

 

Inter-segment revenues

 

 

 

 

 

Telecommunications Services

 

$

     792

 

$

      771

 

Rainbow

 

9,762

 

12,727

 

Newsday

 

1,031

 

1,221

 

Other

 

213

 

206

 

 

 

$

11,798

 

$

14,925

 

 

Reconciliation (by Segment and in Total) of Adjusted Operating Cash Flow to Operating Income (Loss) from Continuing Operations

 

 

 

Three Months Ended March 31,

 

 

 

2010

 

2009

 

Adjusted operating cash flow from continuing operations

 

 

 

 

 

Telecommunications Services

 

$

564,838

 

$

521,082

 

Rainbow

 

76,710

 

71,501

 

Newsday

 

1,194

 

73

 

All other(b)

 

(32,302

)

(25,295

)

 

 

$

610,440

 

$

567,361

 

 

 

 

Three Months Ended March 31,

 

 

 

2010

 

2009

 

Depreciation and amortization (including impairments) included in continuing operations

 

 

 

 

 

Telecommunications Services

 

$

(202,556

)

$

(220,705

)

Rainbow

 

(28,423

)

(28,389

)

Newsday

 

(5,159

)

(7,234

)

All other(c)

 

(5,755

)

(6,935

)

 

 

$

(241,893

)

$

(263,263

)

 

 

 

Three Months Ended March 31,

 

 

 

2010

 

2009

 

Share-based compensation expense included in continuing operations

 

 

 

 

 

Telecommunications Services

 

$

 (7,624

)

$

 (6,360

)

Rainbow

 

(4,949

)

(3,672

)

Newsday

 

(617

)

(50

)

All other(c)(d)

 

(493

)

(2,231

)

 

 

$

(13,683

)

$

(12,313

)

 

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2010

 

2009

 

Restructuring credits (expense) included in continuing operations

 

 

 

 

 

Telecommunications Services

 

$

 

$

 

Rainbow

 

212

 

(750

)

Newsday

 

(121

)

 

All other(c)

 

118

 

922

 

 

 

$

209

 

$

172

 

 

 

 

Three Months Ended March 31,

 

 

 

2010

 

2009

 

Operating income (loss) from continuing operations

 

 

 

 

 

Telecommunications Services

 

$

354,658

 

$

294,017

 

Rainbow

 

43,550

 

38,690

 

Newsday

 

(4,703

)

(7,211

)

All other(b)

 

(38,432

)

(33,539

)

 

 

$

355,073

 

$

291,957

 

 

A reconciliation of reportable segment amounts to Cablevision’s and CSC Holdings’ consolidated balances is as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2010

 

2009

 

Operating income from continuing operations before income taxes

 

 

 

 

 

Total operating income for reportable segments

 

$

393,505

 

$

325,496

 

Other operating loss(b)

 

(38,432

)

(33,539

)

Operating income

 

$

355,073

 

$

291,957

 

 

 

 

 

 

 

Items excluded from operating income:

 

 

 

 

 

CSC Holdings interest expense

 

(142,535

)

(163,924

)

CSC Holdings interest income

 

631

 

1,923

 

CSC Holdings intercompany interest income

 

15,706

 

15,513

 

Gain on sale of programming interests, net

 

102

 

766

 

Gain (loss) on investments, net

 

42,292

 

(70,282

)

Gain (loss) on equity derivative contracts, net

 

(35,033

)

58,625

 

Loss on interest rate swap contracts, net

 

(35,109

)

(33,736

)

Loss on extinguishment of debt and write-off of deferred financing costs

 

 

(21,287

)

Miscellaneous, net

 

373

 

142

 

CSC Holdings income from continuing operations before income taxes

 

201,500

 

79,697

 

Cablevision interest expense

 

(40,766

)

(30,189

)

Intercompany interest expense

 

(15,706

)

(15,513

)

Cablevision interest income

 

10

 

35

 

Loss on extinguishment of debt and write-off of deferred financing costs

 

 

(570

)

Cablevision income from continuing operations before income taxes

 

$

145,038

 

$

33,460

 

 


(a)                    Represents net revenues of Clearview Cinemas, PVI Virtual Media and MSG Varsity network (which was launched in September 2009).

(b)                   Principally includes unallocated corporate general and administrative costs, in addition to the operating results of Clearview Cinemas, PVI Virtual Media, and MSG Varsity.  All other also includes costs historically allocated to Madison Square Garden that were not eliminated as a result of the MSG Distribution.

(c)                    Includes expenses and/or credits relating to Clearview Cinemas, PVI Virtual Media, MSG Varsity and certain corporate expenses/credits.

(d)                   Includes costs historically allocated to Madison Square Garden that were not eliminated as a result of the MSG Distribution.

 

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2010

 

2009

 

Capital Expenditures

 

 

 

 

 

Telecommunications Services

 

$

143,034

 

$

162,303

 

Rainbow

 

1,207

 

1,671

 

Newsday

 

788

 

2,118

 

Corporate and other

 

1,665

 

2,870

 

 

 

$

146,694

 

$

168,962

 

 

Substantially all revenues and assets of the Company’s reportable segments are attributed to or located in the United States primarily concentrated in the New York metropolitan area.

 

Concentrations of Credit Risk

 

Financial instruments that may potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents and trade account receivables.  Cash is invested in money market funds and bank time deposits.  The Company monitors the financial institutions and money market funds where it invests its cash and cash equivalents with diversification among counterparties to mitigate exposure to any single financial institution.  The Company’s emphasis is primarily on safety of principal and liquidity and secondarily on maximizing the yield on its investments.  The Company did not have a single customer that represented 10% or more of the Company’s consolidated net revenues for the three months ended March 31, 2010 and 2009, or 10% or more of its consolidated net trade receivables at March 31, 2010 and December 31, 2009.

 

NOTE 18.              RELATED PARTY TRANSACTIONS

 

In connection with the MSG Distribution, the Company entered into various agreements with Madison Square Garden, including a distribution agreement, a tax disaffiliation agreement, a transition services agreement, an employee matters agreement and certain related party arrangements.  These agreements govern the Company’s relationship with Madison Square Garden subsequent to the MSG Distribution and provide for the allocation of employee benefits, taxes and certain other liabilities and obligations attributable to periods prior to the MSG Distribution.  These agreements also include arrangements with respect to transition services and a number of on-going commercial relationships.  The distribution agreement includes an agreement that the Company and Madison Square Garden agree to provide each other with indemnities with respect to liabilities arising out of the businesses the Company transferred to Madison Square Garden.  The Company is also party to other arrangements with Madison Square Garden, such as affiliation agreements covering the MSG networks and Fuse.

 

31


 

 


Table of Contents

 

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

The following table summarizes the charges (credits) related to services provided to and received from Madison Square Garden not discussed elsewhere in the accompanying combined notes to the condensed consolidated financial statements:

 

 

 

Three Months Ended March 31,

 

 

 

2010(a)

 

2009(a)

 

Revenues, net

 

$

(2,429

)

$

(2,274

)

 

 

 

 

 

 

Operating expenses (credits):

 

 

 

 

 

Programming and advertising costs

 

39,308

 

31,984

 

Corporate general and administrative expense allocations

 

(3,309

)

(6,441

)

Health and welfare plans

 

 

(2,902

)

Corporate share-based compensation and long-term incentive plan expense allocation

 

 

(2,769

)

Risk management and general insurance

 

(713

)

(1,595

)

Other

 

(452

)

(2,772

)

Operating expenses, net

 

34,834

 

15,505

 

Net charges

 

$

32,405

 

$

13,231

 

 


(a)                      Amounts relating to the Madison Square Garden segment for the period prior to the MSG Distribution are eliminated in consolidation.  Operating results of Madison Square Garden are reported in discontinued operations.

 

Revenues, net

 

The Company recognizes revenue in connection with television advertisements and print advertising charged by its subsidiaries to Madison Square Garden.  The Company also provides certain programming signal transmission and production services as well as affiliate sales support functions to Madison Square Garden.

 

The Company and its subsidiaries, together with Madison Square Garden, may enter into agreements with third parties in which the amounts paid/received by Madison Square Garden, its subsidiaries, or the Company may differ from the amounts that would have been paid/received if such arrangements were negotiated separately.  Where subsidiaries of the Company have incurred a cost incremental to fair value and Madison Square Garden has received a benefit incremental to fair value from these negotiations, the Company and its subsidiaries will charge Madison Square Garden for the incremental amount.

 

Programming and Advertising Costs

 

The Company pays Madison Square Garden for the carriage of the MSG networks and Fuse program services on Cablevision’s cable systems and for advertising in connection with signage at events, sponsorships and television advertisements.

 

Corporate General and Administrative

 

General and administrative costs, including costs of maintaining corporate headquarters, facilities and common support functions (such as executive management, human resources, legal, finance, tax, accounting, audit, treasury, strategic planning, information technology, transportation services, creative and production services, etc.) were allocated to Madison Square Garden through December 31, 2009.  Subsequent to January 1, 2010, amounts allocated to Madison Square Garden represent charges pursuant to the transition services agreement.  Corporate overhead costs previously allocated to Madison Square Garden that were not eliminated as a result of the MSG Distribution have been reclassified to continuing operations.

 

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

Health and Welfare Plans

 

Employees of Madison Square Garden participated in health and welfare plans sponsored by the Company through December 31, 2009.  Health and welfare benefit costs have generally been charged to Madison Square Garden based upon the proportionate number of participants in the plans.

 

Corporate Share-Based Compensation and Long-Term Incentive Plan Expense

 

Through December 31, 2009, the Company charged Madison Square Garden its proportionate share of expenses related to corporate employees’ participation in the Company’s employee stock and long-term incentive plans.

 

Risk Management and General Insurance

 

The Company provided Madison Square Garden with risk management and general insurance related services through the date of the MSG Distribution.

 

Other

 

The Company and Madison Square Garden routinely enter into transactions with each other in the ordinary course of business.  Such transactions may include, but are not limited to, production services, film library usage, sponsorship agreements and cross-promotion arrangements.

 

Notes Payable to Madison Square Garden

 

At December 31, 2009, a subsidiary of the Company had a $190,000 intercompany payable to Madison Square Garden in the form of a non-interest bearing advance.  On January 28, 2010, the intercompany advance was replaced with a promissory note having a principal amount of $190,000, an interest rate of 3.25% and a maturity date of June 30, 2010.  This indebtedness was eliminated in consolidation prior to the spin-off of the Madison Square Garden business on February 9, 2010.  In March 2010, the $190,000 of indebtedness was repaid, including $914 of interest accrued from January 28, 2010 through the date of repayment, using proceeds from the Restricted Group revolving credit facility.

 

NOTE 19.

 

OTHER MATTERS

 

Sales Tax Audit

 

The Company has been under examination by the New York State Department of Taxation and Finance (“NYS”) for sales tax with regard to the Optimum Voice business for the period June 1, 2006 through November 30, 2007.  In March 2009, NYS concluded the audit and issued a proposed assessment (Notice) totaling approximately $16,000, including tax, interest and penalties.  The foregoing amount does not include any amounts which could be assessed for periods subsequent to November 2007, including additional interest.  The Notice is not a final assessment at this time, because the Company requested, on a timely basis, and obtained initial administrative review consisting of a non-binding mediation, and intends to request further review by the Division of Tax Appeals.  The principal audit issue is the amount of Optimum Voice revenue that should be subject to tax.  The Company collected and remitted sales tax on more than 75% of its VoIP revenue, based in part on the provision of New York state law that specifically excludes interstate and international telephone service from tax and the Company’s reasonable calculation of subscriber interstate and international usage.  NYS has asserted that all Optimum Voice revenue, less embedded sales tax included in the subscriber fee, bad debts and other

 

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(Dollars in thousands, except per share amounts)

(Unaudited)

 

customer adjustments, should be subject to sales tax.  The Company believes that it has substantial defenses to such claim and will continue to vigorously contest the Notice.  No provision has been made for such claim in the accompanying condensed consolidated financial statements.

 

NOTE 20.

 

SUBSEQUENT EVENTS

 

Amendment of Credit Facility

 

On April 13, 2010, CSC Holdings and certain of its subsidiaries (the “Restricted Subsidiaries”) entered into an amended credit agreement (the “Amended Credit Agreement”), providing for (i) an amendment and restatement of the credit agreement, dated as of February 24, 2006, as first amended and restated in its entirety as of May 27, 2009 and further amended and restated in its entirety as of April 13, 2010 (as amended and restated, the “Credit Agreement”), and (ii) an amendment to the Incremental Term Supplement, dated as of March 29, 2006 and amended as of May 27, 2009.

 

Among other things, the Amended Credit Agreement provides for the specific mechanics of extending, from time to time, the revolving credit commitments, term A loans, incremental term loans and any additional facility commitments or additional facility loans, as applicable, with the terms of such extended facility to be documented at the time of such extension in an extended facility agreement.  Under the terms of the Credit Agreement, CSC Holdings entered into three extended facilities as of April 13, 2010, as follows:

 

·                  an extended revolving credit facility agreement (the “Extended Revolving Credit Facility”) that provided for the extension of the availability period for lenders holding approximately $820,000 of revolving credit commitments under CSC Holdings’ $1,000,000 Revolving Credit Facility to March 31, 2015.  Lenders under the Extended Revolving Credit Facility are entitled to an extension fee payment of between 2.00% and 2.50% per annum of the outstanding loans under the Extended Revolving Credit Facility, based upon the cash flow ratio applicable from time to time.  In addition, revolving credit lenders with revolving credit commitments in the aggregate amount of $412,000 executed joinders to the Credit Agreement agreeing to provide increased revolving credit commitments with an availability period expiring on March 31, 2015.

·                  an extended term A facility agreement (the “extended term A facility”) that provided for the extension of the maturity date for lenders holding approximately $480,000 of loans under CSC Holdings’ existing $650,000 Term A facility, at the time of the launch of the transaction, to March 31, 2015, with the principal amount of the extended term A facility to be repaid in quarterly installments of approximately $12,019 through March 2012, approximately $18,029 beginning in June 2012 through March 2013, approximately $24,039 beginning in June 2013 through March 2014 and approximately $54,087 beginning in June 2014 through its maturity date in March 2015.  Lenders under the extended term A facility are entitled to an extension fee payment of between 2.00% and 2.50% per annum of the outstanding loans under the extended term A facility, based upon the cash flow ratio applicable from time to time.

·                  an extended incremental term facility agreement (the “term B-3 extended loan facility”) that provided for the extension of the maturity date for lenders holding approximately $1,678,000 under CSC Holdings’ existing $2,200,000 incremental term facility, at the time of the launch of the transaction, to March 29, 2016, with the principal amount of the term B-3 extended loan facility to be repaid quarterly in equal installments of approximately $4,196 through December 2015 and a final payment of approximately $1,581,933 upon maturity in March 2016.  Lenders under the term B-3 extended loan facility are entitled to an extension fee payment of 1.25% per annum of the outstanding loans under the term B-3 extended loan facility.

 

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

(Dollars in thousands, except per share amounts)

(Unaudited)

 

In April 2010, the Company utilized $200,000 of its increased revolver commitments to make a $200,000 pre-payment of the unextended term B loan facility.

 

Issuance of Debt Securities

 

On April 15, 2010, Cablevision issued $750,000 aggregate principal amount of 7-3/4% senior notes due April 15, 2018 and $500,000 aggregate principal amount of 8% senior notes due April 15, 2020 (collectively, the “Notes”) in a registered public offering.  The Notes are Cablevision’s senior unsecured obligations and rank equally in right of payment with all of Cablevision’s other existing and future unsecured and unsubordinated indebtedness. Cablevision may redeem all or a portion of the Notes at any time at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest to the redemption date plus a “make whole” premium.  The Company used the net proceeds of the offering to repurchase the April Notes (as defined below) in the tender offer Cablevision commenced on April 12, 2010 discussed below and for general corporate purposes.

 

Tender Offers of 8% Senior Notes due 2012 (tender prices per note in dollars)

 

On April 12, 2010, Cablevision announced that it commenced a cash tender offer for its outstanding $1,000,000 aggregate principal amount of 8% senior notes due April 2012 (“April Notes”) for total consideration of $1,105.00 per $1,000.00 principal amount of notes tendered for purchase, consisting of tender offer consideration of $1,045.00 per $1,000.00 principal amount of notes plus an early tender premium of $60.00 per $1,000.00 principal amount of notes.  Holders that tendered their securities by 11:59 p.m., New York City time, on April 26, 2010 (“Early Tender Date”), to be eligible to receive the total consideration.  Holders who tender their securities after such time and prior to the May 10, 2010 expiration date are eligible to receive the tender offer consideration, which was the total consideration less the early tender premium.  Pursuant to the tender offer, $972,421 principal amount of the April Notes were tendered and repurchased on April 27, 2010.  The tender premiums associated with the repurchase of $972,421 principal amount of the April Notes aggregating approximately $102,000, along with other transaction costs, will be recorded in loss on extinguishment of debt in the condensed consolidated statements of operations for the quarter ending June 30, 2010.  In addition, unamortized deferred financing costs related to these notes aggregating approximately $5,000 will be written-off in the quarter ending June 30, 2010.

 

In connection with the tender offer described above, in accordance with the Company’s agreements with Tribune Company, Cablevision will redeem approximately $682,000 of its April Notes held by Newsday Holdings LLC for approximately $754,000 and Newsday Holdings LLC will immediately reinvest all or a portion of the amount it receives in new notes issued by Cablevision or CSC Holdings all in accordance with the terms of the Newsday $650,000 senior secured credit facility.

 

Cablevision Dividend

 

On May 5, 2010, the Board of Directors of Cablevision declared a cash dividend of $0.125 per share payable on June 7, 2010 to stockholders of record on both its CNYG Class A common stock and Class B common stock as of May 17, 2010.

 

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CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

 

Item 2.                                                           Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

All dollar amounts, except per subscriber, per unit, per share data, and tender prices per note, included in the following discussion under this Item 2 are presented in thousands.

 

Summary

 

Our future performance is dependent, to a large extent, on general economic conditions including capital and credit market conditions, the impact of direct competition, our ability to manage our businesses effectively, and our relative strength and leverage in the marketplace, both with suppliers and customers.  See “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009.

 

Continued capital and credit market disruptions could cause broader economic downturns, which may lead to lower demand for our products, such as cable television services and entertainment, as well as lower levels of television and newspaper advertising, and increased incidence of customer’s inability to pay for the services we provide.  We have experienced some of the effects of this economic downturn.  Continuation of events such as these may adversely impact our results of operations, cash flows and financial position.

 

On February 9, 2010, Cablevision distributed to its stockholders all of the outstanding common stock of Madison Square Garden, Inc. (“Madison Square Garden”), a company which owns the sports, entertainment and media businesses previously owned and operated by the Company’s Madison Square Garden segment (the “MSG Distribution”).  The MSG Distribution took the form of a distribution by Cablevision of one share of Madison Square Garden Class A Common Stock for every four shares of Cablevision NY Group Class A Common Stock held of record at the close of business in New York City on January 25, 2010 (the “Record Date”) and one share of Madison Square Garden Class B Common Stock for every four shares of Cablevision NY Group Class B Common Stock held of record on the Record Date.

 

As a result of the MSG Distribution, the Company no longer consolidates the financial results of Madison Square Garden for the purpose of its own financial reporting and the historical financial results of Madison Square Garden have been reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented through the MSG Distribution date.

 

Telecommunications Services

 

Our Telecommunications Services segment, which accounted for 80% of our consolidated revenues, net of intersegment eliminations, for the three months ended March 31, 2010, derives revenues principally through monthly charges to subscribers of our video, high-speed data and Voice over Internet Protocol (“VoIP”) services and its commercial data and voice services operations (Optimum Lightpath).  These monthly charges include fees for cable television programming, high-speed data and voice services, as well as, equipment rental, pay-per-view and video-on-demand.  Revenue increases are derived from rate increases, increases in the number of subscribers to these services, including additional services sold to our existing subscribers, upgrades by video customers in the level of programming package to which they subscribe, and acquisition transactions that result in the addition of new subscribersOur ability to increase the number of subscribers to our services is significantly related to our penetration rates (the number of subscribers to our services as a percentage of homes passed).  As penetration rates increase, the number of available homes to which we can market our services generally decreases, which may contribute to a slower rate of customer and revenue growth in future periods.  We also derive revenues from the sale of advertising time available on the programming carried on our cable television systems.  Programming costs are the most significant part of our operating expenses and are expected to increase primarily as a result of contractual rate increases and additional service offerings.

 

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Our cable television video services, which accounted for 47% of our consolidated revenues, net of inter-segment eliminations, for the three months ended March 31, 2010, face competition from incumbent telephone companies and direct broadcast satellite (“DBS”) service providers.  As discussed in greater detail below, we face intense competition from incumbent telephone companies, Verizon and AT&T, which offer video programming in addition to their voice and high-speed Internet access services, evidencing their commitment to compete across all of the Company’s telecommunications products.  To the extent the incumbent telephone companies, who have financial resources that exceed ours, decide to meet our pricing and/or features or reduce their pricing, our future growth may be negatively impacted.  There are two major providers of DBS service in the United States, each with significantly higher numbers of subscribers than we have.  We compete with these DBS competitors by “bundling” our service offerings with products that the DBS companies cannot efficiently provide at this time, such as high-speed data service and voice service carried over the cable distribution plant, as well as by providing interactive services that are currently unavailable to a DBS subscriber.  Historically, we have made substantial investments in the development of new and innovative programming options and other product enhancements for our customers as a way of differentiating ourselves from our competitors.  We likely will continue to do so in order to remain an effective competitor, which could increase our operating expenses and capital expenditures.

 

Verizon and AT&T offer video programming as well as voice and high-speed Internet access services to residential customers in our service area.  Verizon has constructed fiber to the home network plant that passes a significant number of households in our service area (currently about one-third of the households according to our estimates).  Verizon has obtained authority to provide video service for a majority of these homes passed, on a statewide basis in New Jersey, in numerous local franchises in New York and in all of New York City.  Verizon has so far not indicated any plans to offer video service in Connecticut.  AT&T offers such service in competition with us in most of our Connecticut service area.  This competition impacted our video revenue and our video revenue growth rates and may continue to do so in the future.

 

Our high-speed data services business, which accounted for 17% of our consolidated revenues, net of inter-segment eliminations, for the three months ended March 31, 2010, faces intense competition from other providers of high-speed Internet access, including Verizon and AT&T.  Our growth rate in high-speed data customers and revenues has slowed from the growth rates we have experienced in the past due to our high penetration (53.9% of homes passed at March 31, 2010).  Growth rates have also been impacted, although to a lesser extent, by intensifying competition.  Accordingly, the growth rate of both customers and revenues may continue to slow in the future.

 

Our VoIP offering, which accounted for 11% of our consolidated revenues, net of inter-segment eliminations, for the three months ended March 31, 2010, faces intense competition from other providers of voice services, including carriers such as Verizon and AT&T.  We compete primarily on the basis of pricing, where unlimited United States, Canada and Puerto Rico long distance, regional and local calling, together with certain features for which the incumbent providers charge extra, are offered at one low price.  Our growth rate in VoIP customers and revenues has slowed from the growth rates we have experienced in the past due to our increasing penetration (43.3% of homes passed at March 31, 2010).  Growth rates have also been impacted, although to a lesser extent, by intensifying competition.  Accordingly, the growth rate of both customers and revenues may continue to slow in the future.

 

The regulatory framework for high-speed data service and voice service is being developed and changes in how we and our competitors are regulated, including increased regulation, may affect our competitive position.  In October 2009, the FCC proposed so-called “net neutrality” rules that could affect the terms and conditions under which we operate our high-speed data service and manage our broadband network.  We cannot predict whether or when the FCC will adopt such rules, the final form of any such rules, or whether they could have a material adverse effect on our high-speed data service or other businesses.

 

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The Telecommunications Services segment advertising and other revenues accounted for 1% of our consolidated revenues, net of inter-segment eliminations, for the three months ended March 31, 2010.

 

Optimum Lightpath, which accounted for 4% of our consolidated revenues, net of inter-segment eliminations, for the three months ended March 31, 2010, operates in the most competitive business telecommunications market in the country and competes against the very largest telecommunications companies - incumbent local exchange companies such as Verizon and AT&T, other competitive local exchange companies and long distance companies.  To the extent that dominant market leaders decide to reduce their prices, future success of our Optimum Lightpath business may be negatively impacted.  The trend in business communications has been shifting from a wired voice medium to a wireless data medium.  This trend could also negatively impact the future growth of Optimum Lightpath if it were to accelerate.

 

Rainbow

 

In our Rainbow segment, which accounted for 15% of our consolidated revenues, net of inter-segment eliminations, for the three months ended March 31, 2010, we earn revenues in two principal ways.  First, we receive affiliation payments from cable television system operators (including our cable television systems), DBS operators and telephone companies (collectively referred to as “operators”).  These revenues are generally earned on a per subscriber basis under multi-year contracts with those operators referred to as “affiliation agreements”.  The specific affiliation fee revenues we earn vary from period to period, operator to operator and also vary among our networks, but are generally based upon the number of each operator’s subscribers who receive our programming, referred to as “viewing subscribers”, or are a fixed contractual monthly fee.

 

The second principal source of revenues in this segment is from advertising.  Under our affiliation agreements, we have the right to sell a specific amount of national advertising time on our programming networks.  Our advertising revenues are more variable than affiliation fee revenues because most of our advertising is sold on a short-term basis, not under long-term contracts.  Also, most of our advertising revenues vary based upon the popularity of our programming as measured by rating services.

 

We seek to grow our revenues in the Rainbow segment by increasing the number of operators that carry our services and the number of viewing subscribers.  We refer to this as our “penetration.”  AMC, which is widely distributed, has less ability to increase its penetration than our less penetrated services.  Our revenues may also increase over time through contractual rate increases stipulated in certain of our affiliation agreements.  In negotiating for increased or extended carriage, we may be subject to requests by operators to make upfront payments in exchange for additional subscribers or extended carriage, which we record as deferred carriage fees and which are amortized as a reduction to revenue over the period of the related affiliation agreements, or to waive for a specified period or accept lower per subscriber fees if certain additional subscribers are provided.  We also may help fund the operators’ efforts to market our channels.  As we continue our efforts to add subscribers, our subscriber revenue may be negatively affected by subscriber acquisition fees (deferred carriage), discounted subscriber fees and other payments; however, we believe that these transactions generate a positive return on investment over the contract period.  We seek to increase our advertising revenues by increasing the number of minutes of national advertising sold and by increasing the rates we charge for such advertising, but, ultimately, the level of our advertising revenues, in most cases, is directly related to the overall distribution of our programming, penetration of our services, and the popularity (including within desirable demographic groups) of our services as measured by rating services.

 

Our principal goals in this segment are to increase our affiliation fee revenues and our advertising revenues by increasing distribution and penetration of our national services.  To do this, we must continue to contract for and produce high-quality, attractive programming.  One of our greatest challenges arises from the increasing concentration of subscribers in the hands of a few operators, creating disparate

 

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bargaining power between the largest operators and us.  This increased concentration could adversely affect our ability to increase the penetration of our services or even result in decreased penetration.  In addition, this concentration gives those operators greater leverage in negotiating the pricing and other terms of affiliation agreements.  Moreover, as a result of this concentration, the potential impact of a loss of any one of our major affiliate relationships would have a significant adverse impact on this segment.

 

Newsday

 

Newsday, which accounted for approximately 4% of our consolidated revenues, net of inter-segment eliminations, for the three months ended March 31, 2010, consists of the Newsday daily newspaper, amNew York, Star Community Publishing Group, and online websites including newsday.com and exploreLI.com.

 

Since Newsday’s acquisition on July 29, 2008, it has experienced a decline in consolidated revenues, as compared to the prior year periods, primarily due to decreased advertising revenues.  The decrease in advertising revenues has resulted from the current economic environment and increased competition for advertising dollars from other media, particularly the Internet.  This decline has continued into 2010 and is expected to continue beyond the first quarter of 2010.

 

Newsday Revenue

 

Newsday’s revenue is derived primarily from the sale of advertising and the sale of newspapers (“circulation revenue”).  For the three months ended March 31, 2010, advertising revenues accounted for 73% of the total revenues of Newsday.  Newsday’s business model is largely dependent on advertising revenue.  Advertising revenue is derived from printed ads that run in the newspaper, preprinted advertisements that are inserted into the newspaper, and preprinted sticky notes that are applied to the front of the paper.  In addition, advertising revenue also includes online advertising consisting of banner ads, video ads, floating ads, expanding ads, search engine advertising and online classified advertising for auto, recruitment and real estate.

 

Local economic conditions affect the levels of retail and classified newspaper advertising revenue.  General economic conditions, changes in consumer spending, auto sales, housing sales, unemployment rates, job creation, readership and circulation levels and rates all impact demand for advertising.  All of these factors, along with the competitive and seasonal factors discussed below, contributed to a challenging advertising sales environment in 2009 and the first quarter of 2010 and have adversely impacted and are expected to adversely impact our ability to maintain our advertising revenues.  Newsday’s advertising categories most adversely impacted by the current economic downturn include: the home improvement and merchandise categories within retail advertising, the wireless, movies and financial services categories within national advertising; and the real estate and help wanted classified advertising categories.  Additionally, in December 2009, Newsday ceased publishing certain of its unprofitable shopper publications serving the boroughs of New York City which has also contributed to the decreases observed in the retail and classified advertising categories.

 

Seasonal variations in consumer spending have historically caused quarterly advertising revenues to fluctuate.  Second and fourth quarter advertising revenues have historically been higher than first and third quarter advertising revenues, reflecting the historically slower economic activity in the winter and summer and the stronger fourth quarter holiday season.  The level of advertising sales in any period may also be affected by advertisers’ decisions to increase or decrease their advertising expenditures in response to actual or anticipated consumer demand and general economic conditions.

 

The economic downturn in the newspaper industry intensified in the fourth quarter of 2008 and has continued through the first quarter of 2010.  For the three months ended March 31, 2010, Newsday experienced a decline in advertising revenues as compared to the comparable period in 2009.  A

 

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continuing economic downturn or continuing decline in advertising and/or circulation revenue would have a material adverse effect on Newsday’s future consolidated revenues, earnings and operating cash flows.  If Newsday’s results deteriorate further, it would adversely affect the Company’s consolidated revenues, earnings and operating cash flows causing possible additional impairments of certain of its indefinite-lived trademarks.

 

For the three months ended March 31, 2010, circulation revenues accounted for approximately 25% of the total revenues of Newsday.  Newsday’s circulation revenue is derived primarily from home delivery subscriptions of the Newsday daily newspaper, and single copy sales of Newsday at the newsstand or through local retail outlets.  Approximately 68% of the circulation revenues were derived from subscription sales, which provide readers with the convenience of home delivery, and are an important component of Newsday’s circulation base.  For the three months ended March 31, 2010, single copy rates for Newsday were $1.00 per daily copy and ranged from $2.00 to $2.50 per Sunday copy.  These prices reflect Newsday’s most recent price increases to $1.00 per daily copy and $2.50 per Sunday copy initiated in the fourth quarter of 2009.  These price increases have had a negative impact on Newsday’s circulation copy volume.  Newsday’s single copy sales comprised approximately 32% and 31% of circulation revenue for the three months ended March 31, 2010 and 2009, respectively.  In the past three years, circulation has generally declined throughout the newspaper industry, and Newsday’s newspapers have generally experienced this trend.  A prolonged decrease in home delivery subscriptions and single copy sales of newspapers could adversely impact circulation revenue as well as advertising revenue.

 

In October 2009, Newsday transitioned to a subscriber access model for a substantial portion of its newsday.com website’s content.  The website is available for no additional charge to Newsday subscribers and to Optimum Online customers and for a fee for anyone else.

 

Newsday Expenses

 

The basic material used in publishing newspapers is newsprint.  Management believes Newsday’s source of newsprint, along with available alternate sources, is adequate for its current needs.  Newsday’s largest categories of operating expenses relate to the production and distribution of its print products.  These costs are driven by volume (number of newspapers printed and number of pages printed) and the number of pages printed are impacted by the volume of advertising and editorial page counts.  Certain other Newsday expenses fluctuate directly with advertising sales.  The expense that is most directly linked to advertising sales is sales commissions, which represents a relatively small percentage of Newsday’s operating expenses.

 

The majority of Newsday’s other costs, such as editorial content creation, rent and general and administrative expenses do not directly fluctuate with changes in advertising and circulation revenue. Accordingly, when advertising sales decline, there is a significant and immediate adverse impact on revenue and operating cash flows, which Newsday, and the newspaper industry in general, has experienced in the recent economic downturn.

 

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Results of Operations - Cablevision Systems Corporation

 

The following table sets forth on a historical basis certain items related to operations as a percentage of net revenues for the periods indicated:

 

STATEMENT OF OPERATIONS DATA

 

 

 

Three Months Ended March 31,

 

 

 

 

 

2010

 

2009

 

 

 

 

 

 

 

% of Net

 

 

 

% of Net

 

Favorable

 

 

 

Amount

 

Revenues

 

Amount

 

Revenues

 

(Unfavorable)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues, net

 

$

1,752,401

 

100

%

$

1,665,612

 

100

%

$

 86,789

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Technical and operating (excluding depreciation, amortization and impairments shown below)

 

737,596

 

42

 

703,714

 

42

 

(33,882

)

Selling, general and administrative

 

418,048

 

24

 

406,850

 

24

 

(11,198

)

Restructuring credits

 

(209

)

 

(172

)

 

37

 

Depreciation and amortization (including impairments)

 

241,893

 

14

 

263,263

 

16

 

21,370

 

Operating income

 

355,073

 

20

 

291,957

 

18

 

63,116

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(182,660

)

(10

)

(192,155

)

(12

)

9,495

 

Gain on sale of programming interests, net

 

102

 

 

766

 

 

(664

)

Gain (loss) on investments, net

 

42,292

 

2

 

(70,282

)

(4

)

112,574

 

Gain (loss) on equity derivative contracts, net

 

(35,033

)

(2

)

58,625

 

4

 

(93,658

)

Loss on interest rate swap contracts, net

 

(35,109

)

(2

)

(33,736

)

(2

)

(1,373

)

Loss on extinguishment of debt and write-off of deferred financing costs

 

 

 

(21,857

)

(1

)

21,857

 

Miscellaneous, net

 

373

 

 

142

 

 

231

 

Income from continuing operations before income taxes

 

145,038

 

8

 

33,460

 

2

 

111,578

 

Income tax expense

 

(66,728

)

(4

)

(16,569

)

(1

)

(50,159

)

Income from continuing operations

 

78,310

 

4

 

16,891

 

1

 

61,419

 

Income (loss) from discontinued operations, net of income taxes

 

(4,122

)

 

4,127

 

 

(8,249

)

Net income

 

74,188

 

4

 

21,018

 

1

 

53,170

 

Net loss (income) attributable to noncontrolling interests

 

(28

)

 

199

 

 

(227

)

Net income attributable to Cablevision Systems Corporation shareholders

 

$

      74,160

 

4

%

$

    21,217

 

1

%

$

  52,943

 

 

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The following is a reconciliation of operating income to Adjusted Operating Cash Flow (“AOCF”):

 

 

 

Three Months Ended March 31,

 

Increase

 

 

 

2010

 

2009

 

(Decrease)

 

 

 

Amount

 

Amount

 

in AOCF

 

Operating income

 

$

355,073

 

$

291,957

 

$

 63,116

 

Share-based compensation

 

13,683

 

12,313

 

1,370

 

Depreciation and amortization (including impairments)

 

241,893

 

263,263

 

(21,370

)

Restructuring credits

 

(209

)

(172

)

(37

)

AOCF

 

$

610,440

 

$

567,361

 

$

 43,079

 

 

Comparison of Three Months Ended March 31, 2010 Versus Three Months Ended March 31, 2009

 

Consolidated Results — Cablevision Systems Corporation

 

The Company classified its business interests into three reportable segments:

 

·                  Telecommunications Services, consisting principally of our video, high-speed data, VoIP services and the commercial data and voice services operations of Optimum Lightpath;

·                  Rainbow, consisting principally of national and regional television programming services, including AMC, WE tv, IFC, Sundance Channel, News 12, and IFC Entertainment; and

·                  Newsday, consisting of the Newsday daily newspaper, amNew York, Star Community Publishing Group, and online websites including newsday.com and exploreLI.com.

 

The Company allocates certain amounts of its corporate overhead to each segment based upon their proportionate estimated usage of services, except for Newsday as to which the Company allocated the incremental costs incurred in providing these services through September 30, 2009.  Subsequent to September 30, 2009, the Company allocated certain amounts of its corporate overhead to Newsday based upon its proportionate estimated usage of such services.  Subsequent to January 1, 2010, amounts allocated to Madison Square Garden represent charges pursuant to the transition services agreement.  Corporate overhead costs previously allocated to Madison Square Garden that were not eliminated as a result of the MSG Distribution have been reclassified to continuing operations.  The segment financial information set forth below, including the discussion related to individual line items, does not reflect inter-segment eliminations unless specifically indicated.

 

See “Business Segments Results” for a discussion relating to the operating results of our segments.

 

Revenues, net for the three months ended March 31, 2010 increased $86,789 (5%) as compared to revenues for the three months ended March 31, 2009.  The net increases are attributable to the following:

 

Increase in revenues of the Telecommunication Services segment

 

$

77,706

 

Increase in revenues of the Rainbow segment

 

15,810

 

Decrease in revenues of the Newsday segment

 

(8,684

)

Other net decreases

 

(1,170

)

Inter-segment eliminations

 

3,127

 

 

 

$

86,789

 

 

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Technical and operating expenses (excluding depreciation, amortization and impairments shown below) include primarily:

 

·                  cable programming costs which are costs paid to programmers, net of amortization of any launch support received, for cable content and are generally paid on a per-subscriber basis;

·                  network management and field service costs which represent costs associated with the maintenance of our broadband network, including costs of certain customer connections;

·                  amortization of costs to license programming, including program rights, and distribution and production related costs of our Rainbow segment;

·                  interconnection, call completion and circuit fees relating to our telephone and VoIP businesses which represent the transport and termination of calls with other telecommunications carriers; and

·                  publication production and distribution costs of our Newsday segment.

 

Technical and operating expenses (excluding depreciation, amortization and impairments shown below) increased $33,882 (5%) for the three months ended March 31, 2010, as compared to the three months ended March 31, 2009.  The net increase is attributable to the following:

 

Increase in expenses of the Telecommunications Services segment

 

$

24,687

 

Increase in expenses of the Rainbow segment

 

6,356

 

Decrease in expenses of the Newsday segment

 

(8,865

)

Other net increases primarily costs associated with the MSG Varsity network launched in 2009

 

8,450

 

Inter-segment eliminations

 

3,254

 

 

 

$

33,882

 

 

Selling, general and administrative expenses include primarily sales, marketing and advertising expenses, administrative costs, and costs of customer call centers.  Selling, general and administrative expenses increased $11,198 (3%) for the three months ended March 31, 2010, respectively, as compared to the same period in 2009.  The net increase is attributable to the following:

 

Increase in expenses of the Telecommunications Services segment

 

$

10,527

 

Increase in expenses of the Rainbow segment

 

5,522

 

Decrease in expenses of the Newsday segment

 

(373

)

Other net decreases

 

(4,353

)

Inter-segment eliminations

 

(125

)

 

 

$

11,198

 

 

Net decrease in other selling, general and administrative expenses of $4,353 is primarily due to an increase in corporate overhead allocations to Newsday and a decrease in corporate employee severance costs, partially offset by costs associated with the MSG Varsity network which was launched in September 2009.

 

Depreciation and amortization (including impairments) decreased $21,370 (8%) for the three months ended March 31, 2010, as compared to the same period in 2009.  The net decrease resulted primarily from certain assets becoming fully depreciated, partially offset by depreciation of new asset purchases.

 

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Table of Contents

 

Interest expense, net decreased $9,495 (5%) for the three months ended March 31, 2010, as compared to the same period in 2009.  The net decrease is attributable to the following:

 

Increase due to higher average interest rates on our indebtedness

 

$

6,318

 

Net decrease due to change in average debt balances

 

(17,550

)

Lower interest income

 

1,317

 

Other net increases

 

420

 

 

 

$

(9,495

)

 

See “Liquidity and Capital Resources” discussion below for details regarding our various borrower groups.

 

Gain (loss) on investments, net of $42,292 and $(70,282) for the three months ended March 31, 2010 and 2009, respectively, consists primarily of the increase or decrease in the fair value of Comcast common stock owned by the Company. The effects of these gains and losses are partially offset by the losses and gains on the related equity derivative contracts, net described below.

 

Gain (loss) on equity derivative contracts, net of $(35,033) and $58,625 for the three months ended March 31, 2010 and 2009, respectively, consists of unrealized and realized gains due to the change in fair value of the Company’s equity derivative contracts relating to the Comcast common stock owned by the Company. The effects of these gains and losses are partially offset by the losses and gains on investment securities pledged as collateral, which are included in gain (loss) on investments, net discussed above.

 

Loss on interest rate swap contracts, net amounted to $35,109 and $33,736 for the three months ended March 31, 2010 and 2009, respectively.  These interest rate swap contracts effectively fix the borrowing rates on a portion of the Company’s floating rate debt to limit the exposure against the risk of rising rates.  The losses on interest rate swap contracts are a result of a shift in the yield curve over the life of the swap contracts.

 

Loss on extinguishment of debt and write-off of deferred financing costs of $21,857 for the three months ended March 31, 2009 represents the premiums paid to repurchase a portion of Cablevision senior notes due April 2009, CSC Holdings’ senior notes due July 2009, senior debentures due August 2009 and related fees associated with the tender offers.  It also included the write-off of unamortized deferred financing costs related to such repurchases.

 

The income tax expense attributable to continuing operations for the three months ended March 31, 2010 of $66,728 differs from the income tax expense derived from applying the statutory federal rate to pretax income due principally to state income taxes, a decrease to the valuation allowance of $877 relating to certain state net operating loss carry forwards, tax expense of $514 relating to uncertain tax positions, including accrued interest, tax expense of $8,654 resulting from a change in the rate used to measure deferred taxes principally due to the impact of the MSG Distribution, the tax impact of non-deductible officers’ compensation and other non-deductible expenses of $1,699 and $1,135, respectively, and tax benefit of $2,283 resulting from a change in the projected composition of the group of officers for which the tax deduction for compensation may be limited pursuant to Internal Revenue Code Section 162(m).

 

The income tax expense attributable to continuing operations for the three months ended March 31, 2009 of $16,569 differs from the income tax expense derived from applying the statutory federal rate to pretax income due principally to state income taxes, a decrease to the valuation allowance of $124 relating to certain state net operating loss carry forwards, tax expense of $365 relating to uncertain tax positions, including accrued interest, and the tax impact of non-deductible officers’ compensation and other non-deductible expenses of $1,765 and $655, respectively.

 

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Table of Contents

 

In general, the Company is required to use an estimated annual effective tax rate to measure the income tax expense recognized in an interim period.  The estimated annual effective tax rate is revised on a quarterly basis and therefore may be different from the rate used in a prior interim period.  In addition, certain items included in income from continuing operations before income taxes 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.

 

Income (loss) from discontinued operations

 

Income (loss) from discontinued operations, net of income taxes, for the three months ended March 31, 2010 and 2009 reflects the following items, net of related income taxes:

 

 

 

Three Months Ended March 31,

 

 

 

2010*

 

2009

 

Net operating results of MSG, including transaction costs, net of income taxes

 

$

(4,122

)

$

4,145

 

Net operating results of the Rainbow DBS distribution business, net of income taxes

 

 

(18

)

 

 

$

(4,122

)

$

4,127

 

 


*Includes operating results of the Madison Square Garden segment from January 1, 2010 through the date of the MSG Distribution.

 

Business Segments Results — Cablevision Systems Corporation
 

Telecommunications Services

 

The table below sets forth, for the periods presented, certain historical financial information and the percentage that those items bear to revenues, net for the Company’s Telecommunications Services segment:

 

 

 

Three Months Ended March 31,

 

Increase

 

 

 

2010

 

2009

 

(Decrease) in

 

 

 


Amount

 

% of Net
Revenues

 

Amount

 

% of Net
Revenues

 

Operating
Income

 

Revenues, net

 

$

1,406,005

 

100

%

$

1,328,299

 

100

%

$

 77,706

 

Technical and operating expenses (excluding depreciation and amortization shown below)

 

578,627

 

41

 

553,940

 

42

 

(24,687

)

Selling, general and administrative expenses

 

270,164

 

19

 

259,637

 

20

 

(10,527

)

Depreciation and amortization

 

202,556

 

14

 

220,705

 

17

 

18,149

 

Operating income

 

$

  354,658

 

25

%

$

  294,017

 

22

%

$

 60,641

 

 

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Table of Contents

 

The following is a reconciliation of operating income to AOCF:

 

 

 

Three Months Ended March 31,

 

Increase

 

 

 

2010

 

2009

 

(Decrease) in

 

 

 

Amount

 

Amount

 

AOCF

 

Operating income

 

$

354,658

 

$

294,017

 

$

 60,641

 

Share-based compensation

 

7,624

 

6,360

 

1,264

 

Depreciation and amortization

 

202,556

 

220,705

 

(18,149

)

AOCF

 

$

564,838

 

$

521,082

 

$

 43,756

 

 

Revenues, net for the three months ended March 31, 2010 increased $77,706 (6%) as compared to revenues, net for the same period in the prior year.  The net increase is attributable to the following:

 

 

 

 

 

 

 

 

 

Percent

 

 

 

Three Months Ended March 31,

 

Increase

 

Increase

 

 

 

2010

 

2009

 

(Decrease)

 

(Decrease)

 

Video (including analog, digital, pay-per-view, video-on-demand and digital video recorder)

 

$

  803,057

 

$

  761,814

 

$

41,243

 

5

%

High-speed data

 

294,100

 

281,822

 

12,278

 

4

 

Voice

 

197,594

 

186,762

 

10,832

 

6

 

Advertising

 

26,104

 

19,318

 

6,786

 

35

 

Other (including installation, home shopping, advertising sales commissions, and other products)

 

22,517

 

22,439

 

78

 

 

Total cable television

 

1,343,372

 

1,272,155

 

71,217

 

6

 

Optimum Lightpath

 

68,148

 

64,214

 

3,934

 

6

 

Intra-segment eliminations

 

(5,515

)

(8,070

)

2,555

 

32

 

Total Telecommunications Services

 

$

1,406,005

 

$

1,328,299

 

$

77,706

 

6

%

 

Revenue increases reflected above are primarily derived from higher rates (primarily due to an increase in video rates of 3.7% on average, which was implemented beginning in December 2009), increases in the number of subscribers to our high-speed data and voice services as set forth in the table below, including additional services sold to our existing video subscribers, upgrades by video customers from the level of the programming package to which they subscribe, and acquisition transactions that result in the addition of new subscribers, offset in part by offer discounts and other rate changes.  As a result, our average monthly revenue per basic video subscriber for the three months ended March 31, 2010 was $146.15 as compared to $136.55 and $144.03 for the three months ended March 31, 2009 and December 31, 2009, respectively.

 

We believe the increase in advertising revenue is primarily due to a general improvement in the cable television advertising market as compared to the same period in the prior year.  The increase in Optimum Lightpath net revenues is primarily attributable to growth in Ethernet data services, partially offset by reduced traditional data services and lower intra-segment revenue.  The decrease in intra-segment eliminations for the three months ended March 31, 2010 as compared to the same period in the prior year is primarily a result of Optimum Voice purchasing fewer services from Optimum Lightpath due to certain operational functions now being performed directly within cable operations.

 

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Table of Contents

 

The following table presents certain subscriber and revenue generating units (“RGUs”) information as of March 31, 2010, December 31, 2009, and March 31, 2009 for the Company’s cable television systems (excluding Optimum Lightpath):

 

 

 

As of
March 31,
 2010

 

As of
December 31,

2009

 

As of
March 31,
2009

 

 

 

(in thousands)

 

Basic video customers

 

3,064

 

3,063

 

3,102

 

iO digital video customers

 

2,905

 

2,893

 

2,846

 

Optimum Online high-speed data customers

 

2,610

 

2,568

 

2,485

 

Optimum voice customers

 

2,095

 

2,052

 

1,930

 

Total revenue generating units

 

10,674

 

10,576

 

10,363

 

 

The Company had a gain of 900 basic video customers in the three months ended March 31, 2010, compared to a loss of 6,300 in the same period in 2009.  The customer loss in the 2009 period was primarily due to the impact of the economic downturn, and, to a lesser extent, intensifying competition, particularly from Verizon.

 

For the three months ended March 31, 2010, the Company added 97,900 RGUs, as compared to 84,200 added in the same period in 2009.  These additions include increases in iO digital video customers of approximately 4,400 for the three months ended March 31, 2010 resulting from the migration from analog to full digital across certain regions of our service area.

 

Although our RGUs increased in the 2010 period compared to the 2009 period, the severity and length of the current economic downturn, along with intensifying competition, could impact our ability to maintain or increase our existing customers and revenue in the future.

 

Technical and operating expenses (excluding depreciation and amortization shown below) for the three months ended March 31, 2010 increased $24,687 (4%) as compared to the same period in 2009.  The net increase is attributable to the following:

 

Increase in programming costs (including costs of on-demand services) due primarily to rate increases (see discussion of MSG networks below) and new program offerings, partially offset by the termination of carriage of VOOM in January 2009 and lower subscribers to certain tiers of service

 

$

14,671

 

Increase in field operations and network related costs primarily due to lower capitalizable activities, general cost increases and growth in RGUs

 

8,403

 

Increase in franchise fees due to increase in video revenues and higher rates in certain regions

 

1,942

 

Decrease in call completion and interconnection costs, taxes and fees (net of related intra-segment eliminations) primarily due to lower termination and interconnection rates, partially offset by higher fees

 

(322

)

Intra-segment eliminations

 

(7

)

 

 

$

24,687

 

 

Technical and operating expenses consist primarily of programming costs and direct costs associated with providing and maintaining services to our customers.  These costs typically rise as the number of RGUs grow and also due to general inflationary cost increases for employees, contractors, programming rates and other various expenses.  Costs of field operations also increase as the portion of our expenses that we are able to capitalize decreases due to lower new customer installations and lower new service upgrades.  Network related costs also fluctuate as capitalizable network upgrade and enhancement activity changes.  Franchise fees are payable to the state governments and local municipalities where we operate and are based on a percentage of certain categories of revenue, primarily video revenue which vary by state and municipality.  These costs change in relation to changes in such categories of revenues or rate changes. 

 

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Table of Contents

 

We expect that our technical and operating expenses will continue to increase in the future.  However, as a percentage of revenues, we expect these costs to remain relatively constant.

 

Effective January 1, 2010, a new long-term affiliation agreement was entered into between Cablevision and the MSG networks, which are owned by Madison Square Garden.  This new long-term affiliation agreement resulted in incremental programming costs to the Company of approximately $7,000 for the three months ended March 31, 2010, as compared to the amount of programming costs recognized by the Company pursuant to the Company’s arrangement with Madison Square Garden for the same period in 2009.  This new affiliation agreement provides for the carriage of the MSG Network and MSG Plus program services on Cablevision’s cable systems in the tri-state area.  This agreement has a term of 10 years, obligates the Company to carry the MSG networks program services on its cable systems and provides for the payment by the Company to the MSG networks of a per subscriber license fee, which fee is increased each year during the term of the agreement.

 

Selling, general and administrative expenses increased $10,527 (4%) for the three months ended March 31, 2010, as compared to the same period in 2009.  The net increase is attributable to the following:

 

Increase in sales and marketing costs primarily due to increased customer promotions, increased advertising costs, including costs related to  program carriage disputes, and  higher employee related costs

 

$

 8,799

 

Increase in share-based compensation expense and expenses relating to Cablevision’s long-term incentive plans

 

1,088

 

Increase in other general and administrative costs primarily due to general cost increases

 

533

 

Increase in customer related costs primarily due to increased RGUs and general cost increases, partially offset by a decrease in call center labor costs due to fewer calls handled

 

110

 

Intra-segment eliminations

 

(3

)

 

 

$

10,527

 

 

Selling, general and administrative expenses include customer related costs, principally from the operation and maintenance of our call center facilities that handle customer inquiries and billing and collection activities.  These costs generally rise as the number of RGUs grow and also as a result of general inflationary cost increases for employees and other various expenses.  Sales and marketing costs primarily consist of employee costs and advertising production and placement costs associated with acquiring and retaining customers.  These costs may continue to increase as competition continues to intensify.

 

Depreciation and amortization decreased $18,149 (8%) for the three months ended March 31, 2010, as compared to the same period in 2009.  The net decrease resulted primarily from certain assets becoming fully depreciated, partially offset by depreciation of new asset purchases.

 

Adjusted operating cash flow increased $43,756 (8%) for the three months ended March 31, 2010 as compared to the same period in 2009.  The increase was due to an increase in revenue, partially offset by an increase in operating expenses excluding depreciation and amortization and share-based compensation, as discussed above.

 

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Table of Contents

 

Rainbow

 

The table below sets forth, for the periods presented, certain historical financial information and the percentage that those items bear to revenues, net for the Company’s Rainbow segment.

 

 

 

Three Months Ended March 31,

 

Increase

 

 

 

2010

 

2009

 

(Decrease) in

 

 

 


Amount

 

% of Net
Revenues

 

Amount

 

% of Net
Revenues

 

Operating
Income

 

Revenues, net

 

$

265,066

 

100

%

$

249,256

 

100

%

$

15,810

 

Technical and operating expenses (excluding depreciation, amortization and impairments shown below)

 

93,974

 

35

 

87,618

 

35

 

(6,356

)

Selling, general and administrative expenses

 

99,331

 

37

 

93,809

 

38

 

(5,522

)

Restructuring expense (credits)

 

(212

)

 

750

 

 

962

 

Depreciation and amortization (including impairments)

 

28,423

 

11

 

28,389

 

11

 

(34

)

Operating income

 

$

  43,550

 

16

%

$

  38,690

 

16

%

$

 4,860

 

 

The following is a reconciliation of operating income to AOCF:

 

 

 

Three Months Ended March 31,

 

Increase

 

 

 

2010

 

2009

 

(Decrease) in

 

 

 

Amount

 

Amount

 

AOCF

 

Operating income

 

$

43,550

 

$

38,690

 

$

4,860

 

Share-based compensation

 

4,949

 

3,672

 

1,277

 

Restructuring expense (credits)

 

(212

)

750

 

(962

)

Depreciation and amortization

 

28,423

 

28,389

 

34

 

AOCF

 

$

76,710

 

$

71,501

 

$

5,209

 

 

The Rainbow segment’s operating income is comprised of the following:

 

 

 

Three Months Ended March 31,

 

 

 

2010

 

2009

 

Operating income (loss):

 

 

 

 

 

AMC, WE tv and IFC

 

$

82,582

 

$

68,102

 

Other services

 

(39,032

)

(29,412

)

 

 

$

 43,550

 

$

38,690

 

 

Other services primarily consist of Sundance Channel, News 12 Networks, IFC Entertainment, Rainbow Advertising Sales Corporation (“RASCO”), Rainbow Network Communications (“RNC”), VOOM (the domestic programming of which ceased in January 2009) and certain Rainbow services which we began distributing internationally in July 2009.  The operating losses from Rainbow’s other services were attributable primarily to News 12 Networks and, to a lesser extent, VOOM, IFC Entertainment, RASCO, Sundance Channel and certain internationally distributed Rainbow services for the 2010 period.

 

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Table of Contents

 

Revenues, net for the three months ended March 31, 2010 increased $15,810 (6%), as compared to revenues for the same period in 2009.  This change is attributable to the following:

 

Increase in affiliation fee revenues and other revenues at AMC, WE tv and IFC resulting primarily from increases in affiliation rates and viewing subscribers (see table below)

 

$

9,829

 

Increase in advertising/sponsorship revenues at AMC, WE tv and IFC resulting primarily from higher units sold at AMC and WE tv

 

8,691

 

Decrease in revenues, net at VOOM due to the Company’s decision to discontinue funding the domestic programming of VOOM in January 2009

 

(2,667

)

Net decrease in revenues, net due primarily to a decrease in other revenue at Rainbow’s other services (excluding VOOM) including lower sponsorship revenue at Sundance Channel, partially offset by an increase in advertising revenues at News 12 Networks and RASCO and an increase in affiliation fee revenues at Sundance Channel

 

(43

)

 

 

$

15,810

 

 

The decrease in revenues of VOOM was due primarily to the loss of carriage by Cablevision effective January 20, 2009.

 

Revenue increases discussed above are primarily derived from increases in affiliation fee revenues derived from affiliation rates charged for our services and in the number of viewing subscribers and increases in the level of advertising on our networks.  The following table presents certain viewing subscriber information as of March 31, 2010, December 31, 2009 and March 31, 2009:

 

 

 

As of
March 31,
2010

 

As of
December 31,
2009

 

As of
March 31,
2009

 

Viewing Subscribers:

 

 

 

 

 

 

 

AMC

 

88,000

 

87,700

 

86,500

 

WE tv

 

63,000

 

62,500

 

61,700

 

IFC

 

50,500

 

50,100

 

49,600

 

Sundance

 

39,000

 

37,900

 

33,100

 

 

Technical and operating expenses (excluding depreciation, amortization and impairments shown below) for the three months ended March 31, 2010 increased $6,356 (7%) as compared to the same period in 2009.  The net increase is attributable to the following:

 

Increase in programming costs at AMC, WE tv and IFC primarily due to increased amortization of film content primarily at AMC and WE tv resulting from increased costs of licensed program rights

 

$

6,092

 

Net increase in programming costs at Rainbow’s other services (excluding VOOM) resulting primarily from the programming costs of Sundance Channel and certain internationally distributed Rainbow services and increased content acquisition costs at IFC Entertainment

 

3,903

 

Decrease of programming costs at VOOM due to the Company’s decision to discontinue funding the domestic programming of VOOM in January 2009

 

(3,639

)

 

 

$

6,356

 

 

There may be significant changes in the level of our technical and operating expenses from quarter to quarter and/or changes year to year due to content acquisition and/or original programming costs.  As additional competition for content increases from programming services and alternate distribution technologies continue to develop in the industry, costs for content acquisition and/or original programming may increase.

 

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Table of Contents

 

Selling, general and administrative expenses for the three months ended March 31, 2010 increased $5,522 (6%) as compared to the same period in 2009.  The net increase is attributable to the following:

 

Increase in selling, general and administrative expenses at VOOM due primarily to increased legal expenses incurred in connection with the EchoStar contract dispute, partially offset by a decrease in selling expenses due to the Company’s decision to discontinue funding the domestic programming of VOOM in January 2009

 

$

3,355

 

Net increase in selling, marketing and advertising costs at Rainbow’s other programming services (excluding VOOM) primarily related to start up costs at Rainbow’s other services

 

2,923

 

Decrease in selling, marketing and advertising costs at AMC, WE tv and IFC primarily related to a decrease in marketing expense due to the timing of promotion and marketing of original programming and the number of premieres that occurred during the quarter

 

(2,115

)

Net increase in share-based compensation expense and expenses relating to Cablevision’s long-term incentive plans

 

1,359

 

 

 

$

5,522

 

 

There may be significant changes in the level of our selling, general and administrative expenses from quarter to quarter and year to year due to the timing of promotion and marketing of original programming and the number of premieres that occur during a quarter.  The decrease in selling, marketing and advertising costs at AMC, WE tv and IFC for the three months ended March 31, 2010 compared to the same period in 2009 may not be indicative of the full year results for the year ending December 31, 2010.

 

Depreciation and amortization (including impairments) increased $34 for the three months ended March 31, 2010 as compared to the same period in 2009.  Amortization of intangible assets increased $664 for the three months ended March 31, 2010 as compared to the same period in 2009 primarily due to increased amortization at Sundance Channel for certain intangible assets due to a reduction in the estimated useful life, partially offset by a decrease in amortization expense at AMC due to certain intangible assets becoming fully amortized in the second quarter of 2009.  For the three months ended March 31, 2010, depreciation expense decreased $630 as compared to the same period in 2009 due primarily to VOOM.

 

Newsday

 

The table below sets forth certain financial information and the percentage that those items bear to revenues, net for the Newsday segment.

 

 

 

Three Months Ended March 31,

 

(Increase)

 

 

 

2010

 

2009

 

Decrease in

 

 

 

Amount

 

% of Net
Revenues

 

Amount

 

% of Net
Revenues

 

Operating
Loss

 

Revenues, net

 

$

74,732

 

100

%

$

83,416

 

100

%

$

(8,684

)

Technical and operating expenses (excluding depreciation and amortization shown below)

 

46,829

 

63

 

55,694

 

67

 

8,865

 

Selling, general and administrative expenses

 

27,326

 

37

 

27,699

 

33

 

373

 

Restructuring expense

 

121

 

 

 

 

(121

)

Depreciation and amortization

 

5,159

 

7

 

7,234

 

9

 

2,075

 

Operating loss

 

$

(4,703

)

(6

)%

$

(7,211

)

(9

)%

$

2,508

 

 

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Table of Contents

 

The following is a reconciliation of operating loss to AOCF:

 

 

 

Three Months Ended March 31,

 

 

 

 

 

2010

 

2009

 

Increase

 

 

 

Amount

 

% of Net
Revenues

 

Amount

 

% of Net
Revenues

 

(Decrease) in
AOCF

 

Operating loss

 

$

(4,703

)

(6

)%

$

(7,211

)

(9

)%

$

2,508

 

Share-based compensation

 

617

 

1

 

50

 

 

567

 

Restructuring expense

 

121

 

 

 

 

121

 

Depreciation and amortization

 

5,159

 

7

 

7,234

 

9

 

(2,075

)

AOCF

 

$

1,194

 

2

%

$

73

 

0

%

$

1,121

 

 

Revenues, net for the three months ended March 31, 2010 decreased $8,684 (10%) as compared to revenues, net for the same period in 2009.  The net decrease is attributable to the following:

 

 

 

Three Months Ended March 31,

 

 

 

 

 

2010

 

2009

 

 

 

 

 

Amount

 

% of Net
Revenues

 

Amount

 

% of Net
Revenues

 

Decrease in
Net Revenues

 

Advertising revenue, net

 

$

54,497

 

73

%

$

62,443

 

75

%

$

(7,946

)

Circulation revenue, net

 

18,966

 

25

 

19,449

 

23

 

(483

)

Other revenue, net

 

1,269

 

2

 

1,524

 

2

 

(255

)

Revenues, net

 

$

74,732

 

100

%

$

83,416

 

100

%

$

(8,684

)

 

Advertising revenues, net by category are comprised of the following:

 

 

 

Three Months Ended March 31,

 

Increase

 

 

 

2010

 

2009

 

(Decrease) in

 

 

 

Amount

 

% of Net
Advertising
Revenues

 

Amount

 

% of Net
Advertising
Revenues

 

Net
Advertising
Revenue

 

Retail

 

$

27,580

 

51

%

$

28,977

 

47

%

$

(1,397

)

National

 

11,514

 

21

 

15,188

 

24

 

(3,674

)

Classified

 

15,403

 

28

 

18,278

 

29

 

(2,875

)

Advertising revenues, net

 

$

54,497

 

100

%

$

62,443

 

100

%

$

(7,946

)

 

The net decrease in advertising revenue in the three months ended March 31, 2010 over the same period in 2009 is due primarily to the continuing economic environment and is being driven primarily by the home improvements and merchandise categories of retail advertising; wireless, movies and financial categories of national advertising; and help wanted and real estate categories of classified advertising.

 

A newspaper’s circulation is the number of copies it distributes on an average day.  Circulation revenue is comprised of home delivery subscriptions, single copy sales at the newsstand or local retail outlets and a small amount associated with Newspaper in Education programs whereby newspapers are delivered to local schools for education programs.  On April 15, 2010, Newsday filed its most recent Publishers statement with the Audit Bureau of Circulation which indicated total paid circulation for the six months ended March 28, 2010 of approximately 335,000 on weekdays, approximately 306,000 on Saturdays and approximately 395,000 on Sundays.  Newsday’s paid circulation for weekdays, Saturdays and Sundays declined 9.1%, 6.8% and 7.4%, respectively, as compared to the same period in the prior year.  The net decrease in circulation revenue over the prior year period is primarily due to lower single copy sales volume driven by the elimination of low margin outlets, partially offset by price increases.

 

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Technical and operating expenses (excluding depreciation and amortization shown below) for the three months ended March 31, 2010 decreased $8,865 (16%) as compared to the same period in 2009.  Technical and operating expenses (excluding depreciation and amortization) are comprised primarily of production, distribution, editorial and newsprint expenses.  The net decrease is primarily attributable to:

 

·                  a decrease in newsprint and ink expenses of $4,161 due to lower newsprint prices, the decline in consumption due to savings from Newsday’s web-width reduction and lower circulation volumes, and a decline in advertising page counts;

·                  a decrease in distribution expenses of $2,582 driven primarily by declines in circulation and preprint advertising sales volume;

·                  a decrease in production expenses of $1,499 driven primarily by the cost savings related to the headcount reductions associated with the 2009 restructuring plan;

·                  and a decrease of $234 in severance costs related to distribution and production workforce reductions which occurred in the comparable prior year period.

 

Selling, general, and administrative expenses for the three months ended March 31, 2010 decreased $373 (1%) as compared to the same period in 2009.  Selling, general, and administrative expenses include primarily direct sales and marketing expenses and costs of facilities, information systems, finance, and research and promotion.  The net decrease is primarily attributable to a decrease in direct selling expenses driven by advertising revenue declines, as well as a decrease in severance costs related to workforce reductions in the facilities and information systems departments that occurred in the comparable prior year period.  These decreases were partially offset by increases in corporate overhead expenses, as well as increases in share-based compensation expenses and expenses related to Cablevision’s long-term incentive plans.

 

Depreciation and amortization for the three months ended March 31, 2010 decreased $2,075 (29%) as compared to the same period in 2009 primarily due to depreciation expense of $2,012 incurred during the three months ended March 31, 2009 related to two presses that were phased out of service in mid-year 2009.

 

Adjusted operating cash flow for the three months ended March 31, 2010 increased $1,121 as compared to the same period in 2009.  This increase was driven primarily by expense savings initiatives exceeding the pace of advertising revenue declines.

 

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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 Cablevision, except for the following:

 

 

 

Three Months Ended March 31,

 

 

 

2010

 

2009

 

Interest expense relating to Cablevision senior notes issued in April 2004 and September 2009 included in Cablevision’s consolidated statements of operations

 

$

40,766

 

$

30,189

 

Interest income related to cash held at Cablevision

 

(10

)

(35

)

Interest income included in CSC Holdings’ consolidated statements of operations related to interest on Cablevision’s 8% senior notes due 2012 and the accretion of the discount related to the notes issued by Cablevision in connection with the Newsday transaction which were contributed to CSC Holdings (this interest income is eliminated in the condensed consolidated statements of operations of Cablevision)

 

15,706

 

15,513

 

Loss on extinguishment of debt and write-off of deferred financing costs related to the repurchase of a portion of Cablevision’s April 2009 senior notes pursuant to a tender offer

 

 

570

 

Income tax benefit included in Cablevision’s consolidated statements of operations related to the items listed above

 

(19,787

)

(19,058

)

 

Refer to Cablevision’s Management’s Discussion and Analysis of Financial Condition and Results of Operations herein.

 

CASH FLOW DISCUSSION - CABLEVISION

 

Continuing Operations

 

Operating Activities

 

Net cash provided by operating activities amounted to $387,162 for the three months ended March 31, 2010 compared to $351,065 for the three months ended March 31, 2009.  The 2010 cash provided by operating activities resulted from $320,203 of income before depreciation and amortization (including impairments), $144,845 of non-cash items, and a $32,711 decrease in current and other assets.  Partially offsetting these increases was a decrease of $48,066 in accounts payable and other liabilities and a $62,531 decrease in cash resulting from the acquisition of and payment of obligations relating to program rights.

 

Net cash provided by operating activities amounted to $351,065 for the three months ended March 31, 2009. The 2009 cash provided by operating activities resulted from $280,154 of income before depreciation and amortization, $134,368 of non-cash items, a $64,996 decrease in current and other assets and a $10,170 increase in liabilities under derivative contracts.  Partially offsetting these increases were decreases in cash of $56,873 resulting from the acquisition of and payment of obligations relating to program rights and an $81,750 decrease in accounts payable and other liabilities.

 

Investing Activities

 

Net cash used in investing activities for the three months ended March 31, 2010 was $144,900 compared to $166,783 for the three months ended March 31, 2009.  The 2010 investing activities consisted primarily of $146,694 of capital expenditures ($143,034 of which relate to our Telecommunications Services segment), partially offset by other net cash receipts of $1,794.

 

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Net cash used in investing activities for the three months ended March 31, 2009 was $166,783.  The 2009 investing activities consisted primarily of $168,962 of capital expenditures ($162,303 of which relate to our Telecommunications Services segment), partially offset by other net cash receipts of $2,179.

 

Financing Activities

 

Net cash used in financing activities amounted to $162,839 for the three months ended March 31, 2010 compared to $144,702 for the three months ended March 31, 2009.  In 2010, the Company’s financing activities consisted primarily of the repayment of the note payable due to Madison Square Garden of $190,000, dividend payments to common shareholders of $30,519, other net cash payments of $4,820, partially offset by net proceeds from bank borrowings of $62,500.

 

Net cash used in financing activities amounted to $144,702 for the three months ended March 31, 2009.  In 2009, the Company’s financing activities consisted primarily of $973,681 used for the repurchase of senior notes and debentures pursuant to tender offers, $277,245 cash held to repay senior notes and debentures due in 2009, net repayments of bank debt of $87,500, dividend payments to common shareholders of $29,082, additions to deferred financing costs of $27,115 and other net cash payments of $999, partially offset by proceeds of $1,250,920 from the issuance of senior notes.

 

CASH FLOW DISCUSSION - CSC HOLDINGS

 

Continuing Operations

 

Operating Activities

 

Net cash provided by operating activities amounted to $412,648 for the three months ended March 31, 2010 compared to $357,867 for the three months ended March 31, 2009.  The 2010 cash provided by operating activities resulted from $356,878 of income before depreciation and amortization (including impairments), $160,080 of non-cash items, and a $7,992 decrease in current and other assets.  Partially offsetting these increases was a decrease of $49,771 in accounts payable and other liabilities and a $62,531 decrease in cash resulting from the acquisition of and payment of obligations relating to program rights.

 

Net cash provided by operating activities amounted to $357,867 for the three months ended March 31, 2009.  The 2009 cash provided by operating activities resulted from $307,333 of income before depreciation and amortization (including impairments), $148,927 of non-cash items, a $65,856 decrease in current and other assets and a $10,170 increase in liabilities under derivative contracts.  Partially offsetting these increases was a decrease of $104,847 in accounts payable and other liabilities, a $56,873 decrease in cash resulting from the acquisition of and payment of obligations relating to program rights and an increase in advances to affiliates of $12,699.

 

Investing Activities

 

Net cash used in investing activities for the three months ended March 31, 2010 was $144,900 compared to $166,783 for the three months ended March 31, 2009.  The 2010 investing activities consisted primarily of $146,694 of capital expenditures ($143,034 of which relate to our Telecommunications Services segment), partially offset by other net cash receipts of $1,794.

 

Net cash used in investing activities for the three months ended March 31, 2009 was $166,783.  The 2009 investing activities consisted primarily of $168,962 of capital expenditures ($162,303 of which relate to our Telecommunications Services segment), partially offset by other net cash receipts of $2,179.

 

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Financing Activities

 

Net cash used in financing activities amounted to $212,941 for the three months ended March 31, 2010 compared to $260,934 for the three months ended March 31, 2009.  In 2010, the Company’s financing activities consisted primarily of the repayment of the note payable due to Madison Square Garden of $190,000, net dividend payments to Cablevision of $84,011 and other net cash payments of $1,430, partially offset by net proceeds from bank borrowings of $62,500.

 

Net cash used in financing activities amounted to $260,934 for the three months ended March 31, 2009.  In 2009, the Company’s financing activities consisted primarily of $776,914 used for the repurchase of senior notes and debentures pursuant to tender offers, net repayments of bank debt of $87,500, dividend payments to Cablevision of $619,270, additions to deferred financing costs of $27,115 and principal payments on capital lease obligations of $1,055, partially offset by proceeds of $1,250,920 from the issuance of senior notes.

 

Discontinued Operations

 

The net effect of discontinued operations on cash and cash equivalents amounted to a cash outflow of $5,589 for the three months ended March 31, 2010 and a cash inflow of $12,174 for the three months ended March 31, 2009.

 

Operating Activities

 

Net cash used in operating activities of discontinued operations amounted to $25,706 for the three months ended March 31, 2010 and resulted from a decrease in accounts payable and other liabilities of $34,352,  an increase in current and other assets of $4,452 and an increase in program rights of $3,470.  Partially offsetting these decreases was net income of $2,477 before depreciation and amortization and non-cash items of $14,091.

 

Net cash provided by operating activities of discontinued operations amounted to $11,438 for the three months ended March 31, 2009 and resulted from net income of $19,855 before depreciation and amortization, non-cash items of $7,380 and a $37,965 decrease in current and other assets.  Offsetting these increases was a decrease in deferred revenues of $31,602, a decrease in accounts payable and other liabilities of $20,424 and a decrease in program rights of $1,736.

 

Investing Activities

 

Net cash used in investing activities of discontinued operations for the three months ended March 31, 2010 was $5,997 and represents capital expenditures.

 

Net cash used in investing activities of discontinued operations for the three months ended March 31, 2009 was $20,062 and represents capital expenditures of $14,806 and an increase in restricted cash of $5,256.

 

Financing Activities

 

Net cash used in financing activities of discontinued operations for the three months ended March 31, 2010 of $8,204 resulted from additions to deferred financing costs of $8,069 and principal payments on capital lease obligations of $135.

 

Net cash used in financing activities of discontinued operations for the three months ended March 31, 2009 of $303 resulted from principal payments on capital lease obligations.

 

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Liquidity and Capital Resources

 

Overview

 

Cablevision has no operations independent of its subsidiaries.  Cablevision’s outstanding securities consist of Cablevision NY Group (“CNYG”) Class A common stock, CNYG Class B common stock and approximately $2,860,000 of debt securities, including $2,178,000 held by third party investors and approximately $682,000 (with a fair value of approximately $650,000 at the date of contribution on July 29, 2008, in connection with the Newsday transaction), which were contributed to CSC Holdings and are now held by Newsday Holdings LLC, its 97.2% owned subsidiary.  These amounts give effect to the senior notes issued in April 2010 and the repurchase of senior notes pursuant to the tender offer discussed below.  The $682,000 of notes are eliminated in Cablevision’s consolidated financial statements and are shown as notes due from Cablevision in the consolidated equity of CSC Holdings.

 

Issuance of Debt Securities

 

On April 15, 2010, Cablevision issued $750,000 aggregate principal amount of 7-3/4% senior notes due April 15, 2018 and $500,000 aggregate principal amount of 8% senior notes due April 15, 2020 (collectively, the “Notes”) in a registered public offering.  The Notes are Cablevision’s senior unsecured obligations and rank equally in right of payment with all of Cablevision’s other existing and future unsecured and unsubordinated indebtedness. Cablevision may redeem all or a portion of the Notes at any time at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest to the redemption date plus a “make whole” premium.  The Company used the net proceeds of the offering to repurchase the April Notes (as defined below) in the tender offer Cablevision commenced on April 12, 2010 discussed below and for general corporate purposes.

 

Tender Offer of 8% Senior Notes due 2012 Debt (tender prices per note in dollars)

 

On April 12, 2010, Cablevision announced that it commenced a cash tender offer for its outstanding $1,000,000 aggregate principal amount of 8% senior notes due April 2012 (“April Notes”) for total consideration of $1,105.00 per $1,000.00 principal amount of notes tendered for purchase, consisting of tender offer consideration of $1,045.00 per $1,000.00 principal amount of notes plus an early tender premium of $60.00 per $1,000.00 principal amount of notes. Holders that tendered their securities by 11:59 p.m., New York City time, on April 26, 2010 (“Early Tender Date”), were eligible to receive the total consideration.  Holders who tender their securities after such time and prior to the May 10, 2010 expiration date are eligible to receive the tender offer consideration, which was the total consideration less the early tender premium.  Pursuant to the tender offer, $972,421 principal amount of the April Notes were tendered and repurchased on April 27, 2010.  The tender premiums associated with the repurchase of $972,421 principal amount of the April Notes aggregating approximately $102,000, along with other transaction costs, will be recorded in loss on extinguishment of debt in the condensed consolidated statements of operations for the quarter ending June 30, 2010.  In addition, unamortized deferred financing costs related to these notes aggregating approximately $5,000 will be written-off in the quarter ending June 30, 2010.

 

In connection with the tender offer described above, in accordance with the Company’s agreements with Tribune Company, Cablevision will redeem the approximately $682,000 of its April Notes held by Newsday Holdings LLC for approximately $754,000 and Newsday Holdings LLC will immediately reinvest all or a portion of the amount it receives in new notes issued by Cablevision or CSC Holdings, all in accordance with the terms of the Newsday $650,000 senior secured credit facility.

 

Funding for the debt service requirements of our debt securities is provided by our subsidiaries’ operations, principally CSC Holdings, as permitted by the covenants governing CSC Holdings’ credit agreements and indentures.  Funding for our subsidiaries is generally provided by cash flow from

 

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operations, cash on hand, and borrowings under bank credit facilities made available to the Restricted Group (as later defined) and to Rainbow National Services LLC (“RNS”) and the proceeds from the issuance of securities in the capital markets.  Our decision as to the use of cash on hand, cash generated from operating activities and borrowings under bank credit facilities of the Restricted Group and RNS will be 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 each respective credit agreement.  Moreover, we will monitor the credit markets and may seek opportunities to issue debt, the proceeds of which could be used to meet its future cash funding requirements.  The Company has accessed the debt markets for significant amounts of capital in the past and may do so in the future.

 

We have assessed the implications of the recent distress in the capital and credit markets on our ability to repay our scheduled debt maturities over the next 12 months and we currently believe that a combination of cash-on-hand, cash generated from operating activities and availability under our revolving credit facilities should provide us with sufficient liquidity to repay such scheduled current debt maturities in the next 12 months totaling $163,772 under our credit facilities as of March 31, 2010, after giving effect to the amendment and restatement of the CSC Holdings’ credit facility.  However, additional market disruptions could cause broader economic downturns, which may lead to lower demand for our products, such as cable television services, as well as lower levels of television and newspaper 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 that amounts available under our CSC Holdings and RNS 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.  The obligations of the financial institutions under our 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 do not expect to 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 will be dependent upon our ability to access the capital and credit markets.  We will need 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 dividend payments or other discretionary uses of cash.

 

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The following table summarizes our outstanding debt, including capital lease obligations, as well as interest expense and capital expenditures as of and for the three months ended March 31, 2010:

 

 

 

Restricted
Group

 

Rainbow
National
Services

 

Newsday
LLC(a)

 

Other Entities

 

Eliminations(b)

 

Total
CSC Holdings

 

Cablevision

 

Eliminations(c)

 

Total
Cablevision

 

Bank debt

 

$

4,147,500

 

$

563,750

 

$

650,000

 

$

 

$

 

$

5,361,250

 

$

 

$

 

$

5,361,250

 

Capital lease obligations

 

 

15,658

 

1,222

 

44,384

 

(6,099

)

55,165

 

 

 

55,165

 

Senior notes and debentures

 

3,139,132

 

299,350

 

 

 

 

3,438,482

 

2,550,987

 

(663,016

)

5,326,453

 

Senior subordinated notes

 

 

323,881

 

 

 

 

323,881

 

 

 

323,881

 

Collateralized indebtedness relating to stock monetizations

 

 

 

 

375,832

 

 

375,832

 

 

 

375,832

 

Total debt

 

$

7,286,632

 

$

1,202,639

 

$

651,222

 

$

420,216

 

$

(6,099

)

$

9,554,610

 

$

2,550,987

 

$

(663,016

)

$

11,442,581

 

Interest expense

 

$

97,640

 

$

18,577

 

$

17,209

 

$

9,109

 

$

 

$

142,535

 

$

56,472

 

$

(15,706

)

$

183,301

 

Capital expenditures

 

$

141,274

 

$

120

 

$

788

 

$

4,512

 

$

 

$

146,694

 

$

 

$

 

$

146,694

 

 


(a)                      CSC Holdings has guaranteed Newsday’s obligation under its $650,000 senior secured credit facility.  For purposes of the Restricted Group credit facility and indentures, guarantees are treated as indebtedness.  The total debt for the Restricted Group reflected in the table above does not include the $650,000 guarantee.

(b)                     Represents capital leases obligations between subsidiaries of the Company that are eliminated in consolidation.

(c)                      Represents the elimination of the accreted value of the 8% senior notes due 2012 issued by Cablevision and contributed to CSC Holdings which in turn contributed such notes to Newsday Holdings LLC.

 

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The following table provides details of the Company’s capital expenditures for the three months ended March 31, 2010 and 2009:

 

 

 

Three Months Ended March 31,

 

 

 

2010

 

2009

 

Capital Expenditures

 

 

 

 

 

Consumer premise equipment

 

$

78,698

 

$

101,033

 

Scalable infrastructure

 

15,228

 

22,088

 

Line extensions

 

8,360

 

6,905

 

Upgrade/rebuild

 

3,650

 

3,450

 

Support

 

16,147

 

14,134

 

Total Cable Television

 

122,083

 

147,610

 

Optimum Lightpath

 

20,951

 

14,693

 

Total Telecommunications

 

143,034

 

162,303

 

Rainbow

 

1,207

 

1,671

 

Newsday

 

788

 

2,118

 

Other (Corporate, Clearview Cinemas, MSG Varsity and PVI)

 

1,665

 

2,870

 

Total Cablevision

 

$

146,694

 

$

168,962

 

 

Restricted Group

 

As of March 31, 2010, CSC Holdings and those of its subsidiaries which conduct our cable television video operations (including approximately 3.1 million basic video customers, of which approximately 2.9 million subscribe to our digital video service), and high-speed data service (approximately 2.6 million customers), and our VoIP services operations (approximately 2.1 million customers), as well as Optimum Lightpath, our commercial data and voice service business, comprise the “Restricted Group” as they are subject to the covenants and restrictions of the credit facility and indentures governing the notes and debentures securities issued by CSC Holdings.  In addition, the Restricted Group is also subject to the covenants of the debt issued by Cablevision.

 

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 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 growth of its services such as digital video, high-speed data and voice (including enhancements to its service offerings such as a broadband wireless network (WiFi)); debt service, including distributions made to Cablevision to service interest expense on its debt securities; distributions to Cablevision to fund dividends payable to stockholders of CNYG Class A and CNYG Class B common stock; other corporate expenses and changes in working capital; and investments that it may fund from time to time.  We currently expect that the net funding and investment requirements of the Restricted Group for the next 12 months will be met with one or more of the following: cash on hand, cash generated by operating activities and available borrowings under the Restricted Group’s credit facility.

 

Amendment and Restatement of Credit Facility

 

On April 13, 2010, CSC Holdings and certain of its subsidiaries (the “Restricted Subsidiaries”) entered into an amended credit agreement (the “Amended Credit Agreement”), providing for (i) an amendment and restatement of the credit agreement, dated as of February 24, 2006, as first amended and restated in its entirety as of May 27, 2009 and further amended and restated in its entirety as of April 13, 2010 (as amended and restated, the “Credit Agreement”), and (ii) an amendment to the incremental term supplement, dated as of March 29, 2006 and amended as of May 27, 2009.

 

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Among other things, the Amended Credit Agreement provides for the specific mechanics of extending, from time to time, the revolving credit commitments, term A loans, incremental term loans and any additional facility commitments or additional facility loans, as applicable, with the terms of such extended facility to be documented at the time of such extension in an extended facility agreement.  Under the terms of the Credit Agreement, CSC Holdings entered into three extended facilities as of April 13, 2010, as follows:

 

·                  an extended revolving credit facility agreement (the “Extended Revolving Credit Facility”) that provided for the extension of the availability period for lenders holding approximately $820,000 of revolving credit commitments under CSC Holdings’ $1,000,000 Revolving Credit Facility to March 31, 2015.  Lenders under the Extended Revolving Credit Facility are entitled to an extension fee payment of between 2.00% and 2.50% per annum of the outstanding loans under the Extended Revolving Credit Facility, based upon the cash flow ratio applicable from time to time.  In addition, revolving credit lenders with revolving credit commitments in the aggregate amount of $412,000 executed joinders to the Credit Agreement agreeing to provide increased revolving credit commitments with an availability period expiring on March 31, 2015.

 

·                  an extended term A facility agreement (the “extended term A facility”) that provided for the extension of the maturity date for lenders holding approximately $480,000 of loans under CSC Holdings’ existing $650,000 Term A facility, at the time of the launch of the transaction, to March 31, 2015.  Lenders under the extended term A facility are entitled to an extension fee payment of between 2.00% and 2.50% per annum of the outstanding loans under the extended term A facility, based upon the cash flow ratio applicable from time to time.

 

·                  an extended incremental term facility agreement (the “term B-3 extended loan facility”) that provided for the extension of the maturity date for lenders holding approximately $1,678,000 under CSC Holdings’ existing $2,200,000 incremental term facility, at the time of the launch of the transaction, to March 29, 2016.  Lenders under the term B-3 extended loan facility are entitled to an extension fee payment of 1.25% per annum of the outstanding loans under the term B-3 extended loan facility.

 

The revolving credit facility and the term A-1 loan facility mature in February 2012, the Extended Revolving Credit Facility and the extended term A facility mature in March 2015, the term B loan facility matures in March 2013, the term B-2 extended loan facility and the term B-3 extended loan facility mature in March 2016.

 

The revolver has no required interim repayments.  The term A-1 loan facility requires quarterly repayments of approximately $11,354 through the remainder of 2010 and approximately $18,166 in 2011.  The extended term A facility is subject to quarterly repayments of approximately $12,019 through March 2012, approximately $18,029 beginning in June 2012 through March 2013, $24,039 beginning in June 2013 through March 2014 and approximately $54,087 beginning in June 2014 through its maturity date in March 2015.  The term B loan facility is subject to quarterly repayments of approximately $851 through March 2012 and $80,000 beginning on June 30, 2012 through its maturity date in March 2013.  The term B-2 extended loan facility is subject to quarterly repayments of approximately $3,007 through December 2015 and a final payment of approximately $1,085,585 upon maturity in March 2016.  The term B-3 extended loan facility is subject to quarterly repayments of approximately $4,196 through December 2015 and a final payment of approximately $1,581,933 upon maturity in March 2016.  The borrowings under the Restricted Group credit facility may be repaid without penalty at any time.

 

In April 2010, the Company utilized $200,000 of its increased revolver commitments to make a $200,000 pre-payment of the unextended term B loan facility.

 

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Loans under the Restricted Group credit facility are direct obligations of CSC Holdings, guaranteed by most Restricted Group subsidiaries and secured by the pledge of the stock of most Restricted Group subsidiaries.  Outstanding borrowings under the revolving credit facility, term A-1 loan facility, term B loan facility and term B-2 extended loan facility were $200,000, $587,500, $2,205,251 and $1,154,749 respectively, at March 31, 2010.  The weighted average interest rates as of March 31, 2010 on borrowings under the revolving credit facility, term A-1 loan facility, term B loan facility and term B-2 extended loan facility were 0.99%, 0.98%, 1.98% and 1.98%, respectively.  As of April 30, 2010, $400,000 was drawn and an additional $58,337 of the $1,412,453 revolving credit facility (after giving effect to the amendment and restatement of the Restricted Group credit facility as discussed above) was restricted for certain letters of credit issued on behalf of CSC Holdings and $954,116 of the revolver was undrawn and was available to be drawn to meet the net funding and investment requirements of the Restricted Group.

 

The principal financial covenants, which are not identical for the revolving credit facility, the term A-1 loan facility and the extended term A facility, on the one hand, and the term B loan facility, term B-2 extended loan facility and the term B-3 extended loan facility, on the other, include (i) under the revolving credit facility, the term A-1 loan facility and the extended term A facility, maximum total leverage (as defined in the term A-1 loan facility) that had been 5.00 times cash flow through December 31, 2009 with a step-down on the revolving credit facility and the term A-1 loan facility to 4.50 times cash flow for periods beginning on and after January 1, 2010, (ii) under the revolving credit facility, the term A-1 loan facility and the extended term A facility, maximum senior secured leverage (as defined in the term A-1 loan facility) that had been 3.25 times cash flow through December 31, 2009 with a step-down on the revolving credit facility and the term A-1 loan facility to 3.00 times cash flow for periods beginning on and after January 1, 2010, (iii) under the revolving credit facility, the term A-1 loan facility and the extended term A facility, a minimum ratio of cash flow to interest expense (as defined in the term A-1 loan facility) of 2.00 to 1, and (iv) under the revolving credit facility, the term A-1 loan facility and the extended term A facility, a minimum ratio of cash flow less cash taxes to total debt expense (as defined in the term A-1 loan facility to include interest expense, certain payments of principal and dividends paid by CSC Holdings to Cablevision to permit Cablevision to pay interest and certain principal payments on its debt) of 1.50 to 1.  These covenants and restrictions on the permitted use of borrowed funds in the revolving credit facility may limit CSC Holdings’ ability to utilize all of the undrawn revolver funds.  Additional covenants include limitations on liens and the issuance of additional debt.

 

Under the term B loan facility, term B-2 extended loan facility and the term B-3 extended loan facility, CSC Holdings’ is limited in its ability to incur additional indebtedness based on a maximum total leverage ratio (as defined in the term B loan facility) that had been 5.50 times cash flow through December 31, 2009 with a subsequent step-down to 5.00 times cash flow for periods beginning on and after January 1, 2010 and a maximum senior secured leverage ratio (as defined in the term B loan facility, term B-2 extended loan facility and the term B-3 extended loan facility) of 4.50 times cash flow.

 

Under the revolving credit facility, the term A-1 facility, the extended term A facility, the term B loan facility, the term B-2 extended loan facility, and the term B-3 extended loan facility, there are generally no restrictions on investments that the Restricted Group may make, provided it is not in default; however, CSC Holdings must also remain in compliance with the maximum ratio of total indebtedness to cash flow and the maximum senior secured leverage ratio (each as defined in the term A-1 loan facility).  CSC Holdings’ ability to make restricted payments is also limited by provisions in the term B loan facility, term B-2 extended loan facility, term B-3 extended loan facility, and the indentures covering CSC Holdings’ notes and debentures.

 

The Restricted Group was in compliance with all of its financial covenants under its various credit agreements as of March 31, 2010.

 

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Cablevision’s and CSC Holdings’ future access to the debt markets and the cost of any future debt issuances are also influenced by their credit ratings, which are provided by Moody’s Investors Service and Standard & Poor’s.  Key factors in the assessment of Cablevision’s and CSC Holdings’ credit ratings include Cablevision’s and CSC Holdings’ financial strength and flexibility, operating capabilities, management risk tolerance and ability to respond to changes in the competitive landscape.  The corporate credit rating for Cablevision and CSC Holdings is Ba2 by Moody’s with a positive outlook and BB by Standard & Poor’s with a stable outlook.  Any future downgrade to the Cablevision and/or CSC Holdings credit ratings by either rating agency could increase the interest rate on future debt issuances and could adversely impact our ability to raise additional funds.

 

As of March 31, 2010, CSC Holdings was party to several interest rate swap contracts with an aggregate notional amount of $2,600,000 that effectively fixed borrowing rates on a portion of the Company’s floating rate debt.  Interest rate swap contracts with an aggregate notional amount of $1,100,000 matured in March 2010.  These contracts are not designated as hedges for accounting purposes.  As a result of the CSC Holdings interest rate swap transactions, the interest rate paid on approximately 80% of the Company’s debt (excluding capital leases and collateralized indebtedness) is effectively fixed (57% being fixed rate obligations and 23% is effectively fixed through utilization of these interest rate swap contracts) as of March 31, 2010.  The table below summarizes certain terms of these interest rate swap contracts as of March 31, 2010:

 

Maturity Date

 

Notional Amount

 

Weighted Average Fixed
Rate Paid by the Company

 

Weighted Average
Effective Floating Rate
Received by the Company

at March 31, 2010*

 

June 2012

 

$

2,600,000

 

4.86

%

0.26

%

 


*                               Represents the floating rate received by the Company under its interest rate swap contracts at March 31, 2010 and does not represent the rates to be received by the Company on future payments.

 

Rainbow and Rainbow National Services

 

RNS, an indirect wholly-owned subsidiary, owns the Company’s AMC, WE tv and IFC programming operations.  Sources of cash for RNS include primarily cash flow from the operations of the businesses in RNS and borrowings under its revolving credit facilities.  RNS’ principal uses of cash include: the debt service of RNS and the net funding and investment requirements of other Rainbow programming entities including News 12 Networks, MSG Varsity and the continuing international operations of the VOOM HD Networks.  We currently expect that the net funding and investment requirements of RNS for the next 12 months including term loan repayments aggregating $31,250 will be met with one or more of the following: cash on hand, cash generated by operating activities and available borrowings under RNS’ bank credit facilities.

 

RNS has an $800,000 senior secured credit facility (the “RNS Credit Facility”), which consists of a $500,000 term A loan facility and a $300,000 revolving credit facility.  The term A loan facility matures June 30, 2013 and the revolving credit facility matures June 30, 2012.  The RNS Credit Facility allows RNS to utilize up to $50,000 of the revolving credit facility for letters of credit and up to $5,000 for a swing loan.  Further, the RNS Credit Facility provides for an incremental facility of up to $925,000, provided that it be for a minimum amount of $100,000.  On June 3, 2008, RNS entered into an Incremental Revolver Supplement (“Incremental Revolver”) whereby RNS received commitments from lenders in the amount of $280,000.  The interest rate under the Incremental Revolver is 2.0% over the Eurodollar rate for Eurodollar-based borrowings and 1.0% over the Base Rate for Base Rate borrowings (as defined in the Incremental Revolver).  The Incremental Revolver matures on June 30, 2012 and the terms and conditions of the Incremental Revolver are no more restrictive than those of the RNS Credit

 

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Facility.  Borrowings under the Incremental Revolver may be repaid without penalty at any time.  There were no borrowings outstanding under the Incremental Revolver facility at March 31, 2010.

 

Outstanding borrowings under the term A loan facility and the original revolving credit facility were $443,750 and $120,000, respectively, at March 31, 2010.  At March 31, 2010, the weighted average interest rate on the term A loan facility and amounts drawn under the original revolving credit facility was 1.29% and 1.25%, respectively.  As of March 31, 2010, $120,000 of the RNS revolving credit facility was drawn and RNS had $460,000 in total undrawn revolver commitments consisting of $180,000 under its original revolver and $280,000 under the Incremental Revolver, which undrawn amounts were available to be drawn to meet the net funding and investment requirements of RNS.

 

Borrowings under the RNS Credit Facility are direct obligations of RNS which are guaranteed jointly and severally by substantially all of its subsidiaries and by Rainbow Programming Holdings LLC (“RPH”), the direct parent of RNS, and are secured by the pledge of the stock of RNS and substantially all of its subsidiaries, and all of the other assets of RNS and substantially all of its subsidiaries (subject to certain limited exceptions).  The term A loan requires quarterly repayments of $6,250 in 2010, $12,500 in 2011 and 2012, and $162,500 on March 31, 2013 and June 30, 2013, the maturity of the term A loan.  Any amounts outstanding under the revolving credit facility are due at maturity on June 30, 2012.

 

The RNS Credit Facility contains various financial and other covenants. As defined in the RNS Credit Facility, the financial covenants consist of (i) a minimum ratio of operating cash flow to total interest expense for each quarter of 1.75 to 1, (ii) a maximum cash flow ratio of total indebtedness to operating cash flow of 6.25 to 1, and (iii) a maximum senior secured leverage ratio of senior secured debt to operating cash flow of 5.50 to 1.  Additional covenants include restrictions on indebtedness, guarantees, liens, investments, dividends and distributions and transactions with affiliates.

 

RNS was in compliance with all of its financial covenants under its credit agreement as of March 31, 2010.  In addition, RNS is also subject to covenants of the senior and senior subordinated notes it has issued, which are generally less restrictive than those contained in the credit agreement.

 

RNS’ future access to the debt markets and the cost of any future debt issuances are also influenced by its credit ratings, which are provided by Moody’s Investors Service and Standard & Poor’s.  Key factors in the assessment of RNS’ credit ratings include its free cash flow generating capacity, fiscal strategy, enterprise value and industry risk.  The corporate credit rating for RNS is Ba2 by Moody’s with a positive outlook and BB by Standard & Poor’s with a stable outlook.  Any future downgrade to the RNS credit ratings by either rating agency could increase the interest rate on future debt issuances and could adversely impact its ability to raise additional funds.

 

Newsday LLC

 

We currently expect that net funding and investment requirements for Newsday LLC for the next 12 months will be met with one or more of the following: cash on hand, cash generated by operating activities, interest income from the Cablevision senior notes held by Newsday Holdings LLC, capital contributions and intercompany advances.

 

Newsday has a $650,000 senior secured credit facility that is rated Ba3 with a positive outlook by Moody’s and BB by Standard & Poor’s, and is comprised of two components: a $525,000 10.50% fixed rate term loan facility and a $125,000 floating rate term loan facility.  In 2009, Newsday LLC amended its credit facility to provide for:  (a) the replacement of the 1.1 to 1 consolidated interest coverage ratio covenant with a $25,000 minimum liquidity covenant, (b) an increase in the interest rate applicable for the $525,000 fixed rate term loan facility from 9.75% to 10.50%, (c) an increase in the interest rate margin applicable to the $125,000 floating rate term loan facility from 5.50% to 6.25% and (d) increases in the

 

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prepayment premiums applicable to repayments of term loans prior to maturity.  The senior secured credit facility matures on August 1, 2013 and, subject to certain exceptions, requires mandatory prepayments out of the proceeds of certain sales of property or assets, insurance proceeds and debt and equity issuances.  No mandatory prepayments are required prior to July 29, 2011, and the amount of prepayments thereafter are limited to $105,000 in the aggregate prior to July 29, 2012 and $140,000 in the aggregate prior to the maturity date.  Optional prepayments are also permitted, subject to specified prepayment premiums.  The interest rate on the floating rate term loan facility at March 31, 2010 was approximately 6.50%, representing the Eurodollar rate (as defined) plus 6.25%.  Newsday LLC paid each consenting lender a one-time fee equal to 0.25% of the lender’s commitment.

 

The principal financial covenant for the senior secured credit facility is a minimum liquidity test of $25,000, which is tested bi-annually on June 30 and December 31.  The senior secured credit facility also contains other affirmative and negative covenants, subject to certain exceptions, including limitations on indebtedness (other than permitted senior indebtedness (as defined) not exceeding $50,000 and permitted subordinated indebtedness (as defined) to be used for investments not to exceed $100,000), investments (other than investments out of excess cash flow and out of the proceeds of the Cablevision senior notes in excess of the outstanding borrowings and out of a $40,000 basket), and dividends and other restricted payments (other than in respect of management and guarantee fees and restricted payments out of excess cash flow and out of the proceeds of the Cablevision senior notes in excess of the outstanding borrowings).  Certain of the covenants applicable to CSC Holdings under the Newsday LLC senior secured credit facility are similar to the covenants applicable to CSC Holdings under its outstanding senior notes.

 

Newsday LLC was in compliance with all of its financial covenants under its credit agreement as of March 31, 2010.

 

Borrowings by Newsday LLC under its senior secured credit facility are guaranteed by Newsday Holdings LLC, NMG Holdings, Inc. and CSC Holdings on a senior unsecured basis and secured by a lien on the assets of Newsday LLC, and the Cablevision senior notes receivable held by Newsday Holdings LLC.

 

Rainbow Media Holdings

 

At December 31, 2009, Rainbow Media Holdings, an unrestricted indirect wholly-owned subsidiary of Cablevision had a $190,000 intercompany payable to Madison Square Garden in the form of a non-interest bearing advance.  On January 28, 2010, the intercompany advance was replaced with a promissory note having a principal amount of $190,000, an interest rate of 3.25% and a maturity date of June 30, 2010.  In March 2010, the $190,000 of indebtedness was repaid, including $914 of interest accrued from January 28, 2010 through the date of repayment, using proceeds from the Restricted Group revolving credit facility.

 

Monetization Contract Maturities

 

In April 2010, monetization contracts covering 2,732,184 shares of our Comcast stock matured.  We settled our obligations under the related Comcast collateralized indebtedness by delivering cash from the net proceeds of a new monetization transaction maturing in April 2012.

 

During the next 12 months, after giving effect to the April 2010 transaction discussed above, monetization contracts covering 10,738,809 shares of Comcast mature.  The Company intends to either settle such transactions by delivering shares of the applicable stock and the related equity derivative contracts or by delivering cash from the net proceeds of new monetization transactions.

 

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Other Events

 

MSG Distribution

 

On February 9, 2010, Cablevision completed the MSG Distribution, which took the form of a distribution by Cablevision of one share of Madison Square Garden Class A Common Stock for every four shares of CNYG Class A Common Stock held of record on the Record Date and one share of Madison Square Garden Class B Common Stock for every four shares of CNYG Class B Common Stock held of record on the Record DateOn January 12, 2010, the Company transferred to Madison Square Garden the Company’s subsidiaries which owned directly or indirectly, all of the partnership interests in Madison Square Garden, L.P.  As a result of the MSG Distribution, on February 9, 2010, the Company no longer consolidates the financial results of Madison Square Garden for the purpose of its own financial reporting and the historical financial results of Madison Square Garden have been reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented through the MSG Distribution date.

 

Dividends

 

On February 24, 2010, the Board of Directors of Cablevision declared a cash dividend of $0.10 per share payable on March 29, 2010 to stockholders of record on both its CNYG Class A common stock and CNYG Class B common stock as of March 8, 2010.

 

During the three months ended March 31, 2010, CSC Holdings paid cash dividends to Cablevision aggregating approximately $84,000.  The proceeds were used to fund (i) Cablevision’s dividends paid on March 29, 2010; (ii) Cablevision’s interest payments on certain of its senior notes; and (iii) Cablevision’s payments of payroll related taxes upon the vesting of certain restricted shares.

 

On May 5, 2010, the Board of Directors of Cablevision declared a cash dividend of $0.125 per share payable on June 7, 2010 to stockholders of record on both its CNYG Class A common stock and Class B common stock as of May 17, 2010.

 

Managing our Interest Rate and Equity Price Risk

 

Interest Rate Risk

 

To manage interest rate risk, we have entered into various interest rate swap contracts to adjust the proportion of total debt that is subject to variable interest rates.  Such contracts effectively fix the borrowing rates on floating rate debt to limit the exposure against the risk of rising rates.  We do not enter into interest rate swap contracts for speculative or trading purposes.  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.  We diversify our swap contracts among various counterparties to mitigate exposure to any single financial institution.

 

Interest rate risk is primarily a result of exposures to changes in the level, slope and curvature of the yield curve, the volatility of interest rates and credit spreads.

 

All interest rate swap contracts are carried at their fair values on our condensed consolidated balance sheets, with changes in value reflected in our condensed consolidated statements of operations.

 

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Equity Price Risk

 

We have entered into derivative contracts to hedge our equity price risk and monetize the value of our shares of common stock of Comcast Corporation.  These contracts, at maturity, are expected to offset declines in the fair value of these securities below the hedge price per share while allowing us to retain upside appreciation from the hedge price per share to the relevant cap price.  If any one of these contracts is terminated prior to its scheduled maturity date due to the occurrence of an event specified in the contract, we would be obligated to repay the fair value of the collateralized indebtedness less the sum of the fair values of the underlying stock and equity collar, calculated at the termination date.  As of March 31, 2010, we did not have an early termination shortfall relating to any of these contracts.  The underlying stock and the equity collars are carried at fair value on our condensed consolidated balance sheets and the collateralized indebtedness is carried at its accreted value.

 

See “Quantitative and Qualitative Disclosures About Market Risk” for information on how we participate in changes in the market price of the stocks underlying these derivative contracts.

 

All of our monetization transactions are obligations of our wholly-owned subsidiaries that are not part of the Restricted Group; however, in certain of the Comcast transactions, CSC Holdings provided guarantees of the subsidiaries’ ongoing contract payment expense obligations and potential payments that could be due as a result of an early termination event (as defined in the agreements).  The guarantee exposure approximates the net sum of the fair value of the collateralized indebtedness less the sum of the fair values of the underlying stock and the equity collar.  All of our equity derivative contracts are carried at their current fair value on our consolidated balance sheets with changes in value reflected in our consolidated statements of operations, and all of the counterparties to such transactions currently carry investment grade credit ratings.

 

Recently Issued Accounting Pronouncements

 

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements.  ASU No. 2010-06 outlines certain new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in ASC Topic 820-10.  ASU No. 2010-06 amends ASC Topic 820-10 to now require that (a) a reporting entity disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; and (b) in the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity should present separately information about purchases, sales, issuances, and settlements.  In addition, ASU No. 2010-06 clarifies existing disclosures on (a) how a reporting entity should provide fair value measurement disclosures for each class of assets and liabilities, and (b) how a reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements.  ASU No. 2010-06 is effective for the Company in the fourth quarter of 2010, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements.  These disclosures will be effective for the Company in the first quarter of 2011.  Early adoption is permitted.  The Company has not yet determined the impact that the adoption of ASU No. 2010-06 will have on its financial statements.

 

In October 2009, the FASB issued ASU No. 2009-13, Multiple-Deliverable Revenue Arrangements, which provides amendments that (a) update the criteria for separating consideration in multiple-deliverable arrangements, (b) establish a selling price hierarchy for determining the selling price of a deliverable, and (c) replace the term “fair value” in the revenue allocation guidance with the term “selling price” to clarify that the allocation of revenue is based on entity-specific assumptions.  ASU No. 2009-13 eliminates the residual method of allocating arrangement consideration to deliverables, requires the use of the relative selling price method and requires that a vendor determine its best estimate of selling price in a

 

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manner consistent with that used to determine the price to sell the deliverable on a standalone basis.  ASU No. 2009-13 requires a vendor to significantly expand the disclosures related to multiple-deliverable revenue arrangements with the objective to provide information about the significant judgments made and changes to those judgments and how the application of the relative selling-price method affects the timing or amount of revenue recognition.  ASU No. 2009-13 is required to be adopted by the Company on a prospective basis to revenue arrangements entered into or materially modified on or after January 1, 2011.  Early adoption is permitted.  The Company has not yet determined the impact that the adoption of ASU No. 2009-13 will have on its financial statements.

 

Item 3.                   Quantitative and Qualitative Disclosures About Market Risk

 

All dollar amounts, except per subscriber, per unit and per share data, included in the following discussion under this Item 3 are presented in thousands.

 

Equity Price Risk

 

The Company is exposed to market risks from changes in certain equity security prices.  Our exposure to changes in equity security prices stems primarily from the shares of Comcast Corporation common stock held by us.  We have entered into equity derivative contracts consisting of a collateralized loan and an equity collar to hedge our equity price risk and to monetize the value of these securities.  These contracts, at maturity, are expected to offset declines in the fair value of these securities below the hedge price per share while allowing us to retain upside appreciation from the hedge price per share to the relevant cap price.  The contracts’ actual hedge prices per share vary depending on average stock prices in effect at the time the contracts were executed.  The contracts’ actual cap prices vary depending on the maturity and terms of each contract, among other factors.  If any one of these contracts is terminated prior to its scheduled maturity date due to the occurrence of an event specified in the contract, we would be obligated to repay the fair value of the collateralized indebtedness less the sum of the fair values of the underlying stock and equity collar, calculated at the termination date.  As of March 31, 2010, we did not have an early termination shortfall relating to any of these contracts.

 

The underlying stock and the equity collars are carried at fair value on our consolidated balance sheets and the collateralized indebtedness is carried at its accreted value.  The carrying value of our collateralized indebtedness amounted to $375,832 at March 31, 2010.  At maturity, the contracts provide for the option to deliver cash or shares of Comcast common stock, with a value determined by reference to the applicable stock price at maturity.

 

As of March 31, 2010, the fair value and the carrying value of our holdings of Comcast common stock aggregated $404,424.  Assuming a 10% change in price, the potential change in the fair value of these investments would be approximately $40,442.  As of March 31, 2010, the net fair value and the carrying value of the equity collar component of the equity derivative contracts entered into to partially hedge the equity price risk of our holdings of Comcast common stock aggregated $937, a net receivable position.  For the three months ended March 31, 2010, we recorded a net loss on our outstanding equity derivative contracts of $35,033 and recorded unrealized and realized gains of $42,311 on our holdings of Comcast common stock that we held during the period.

 

Fair Value of Equity Derivative Contracts

 

 

 

Fair value as of December 31, 2009, net receivable position

 

$

35,970

 

Change in fair value, net

 

(35,033

)

Fair value as of March 31, 2010, net receivable position

 

$

937

 

 

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The maturity, number of shares deliverable at the relevant maturity, hedge price per share, and the lowest and highest cap prices received for each security monetized via an equity derivative prepaid forward contract as of March 31, 2010 are summarized in the following table:

 

 

 

# of Shares

 

 

 

Hedge Price

 

Cap Price(b)

 

Security

 

Deliverable

 

Maturity

 

per Share(a)

 

Low

 

High

 

Comcast:

 

 

 

 

 

 

 

 

 

 

 

 

 

8,069,934

(c)

2010

 

$20.03 - $22.07

 

$

30.04

 

$

33.10

 

 

 

13,407,684

 

2011

 

$13.16 - $17.45

 

$

15.79

 

$

22.68

 

 


(a)                   Represents the price below which we are provided with downside protection and above which we retain upside appreciation.  Also represents the price used in determining the cash proceeds payable to us at inception of the contracts.

(b)                   Represents the price up to which we receive the benefit of stock price appreciation.

(c)                    In April 2010, monetization contracts covering 2,732,184 shares of our Comcast stock matured.  We settled our obligations under the related Comcast collateralized indebtedness by delivering cash from the net proceeds of a new monetization transaction maturing in April 2012.

 

Fair Value of Debt:  Based on the level of interest rates prevailing at March 31, 2010, the fair value of our fixed rate debt of $7,055,750 was more than its carrying value of $6,551,166 by $504,584.  The fair value of these financial instruments is estimated based on reference to quoted market prices for these or comparable securities.  Our floating rate borrowings bear interest in reference to current LIBOR-based market rates and thus their carrying values approximate fair value.  The effect of a hypothetical 100 basis point decrease in interest rates prevailing at March 31, 2010 would increase the estimated fair value of our fixed rate debt by $240,778 to $7,296,528.  This estimate is based on the assumption of an immediate and parallel shift in interest rates across all maturities.

 

Interest Rate Swap Contracts:  Our exposure to interest rate movements results from our use of floating and fixed rate debt to fund the approximately $3 billion special dividend paid in 2006, our working capital, capital expenditures, and other operational and investment requirements.  To manage interest rate risk, from time to time we have 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 limit the exposure against the risk of rising rates and/or effectively convert fixed rate borrowings to variable rates to permit the Company to realize lower interest expense in a declining interest rate environment.  We do not enter into interest rate swap contracts for speculative or trading purposes.  The Company monitors 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. We diversify our swap contracts among various counterparties to mitigate exposure to any single financial institution.  All such contracts are carried at their fair values on our condensed consolidated balance sheets, with changes in fair value reflected in our condensed consolidated statements of operations.

 

As of March 31, 2010, CSC Holdings was party to several interest rate swap contracts with an aggregate notional amount of $2,600,000 that effectively fixed borrowing rates on a portion of the Company’s floating rate debt.  Interest rate swap contracts with an aggregate notional amount of $1,100,000 matured in March 2010.  As of March 31, 2010, our outstanding interest rate swap contracts had a fair value and carrying value of $207,322 a net liability position, as reflected under derivative contracts in our consolidated balance sheet.  Assuming an immediate and parallel shift in interest rates across the yield curve, a 50 basis point decrease in interest rates prevailing at March 31, 2010 would increase our liability under these derivative contracts by approximately $25,658 to a liability of $232,980.

 

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For the three months ended March 31, 2010, we recorded a net loss on interest rate swap contracts of $35,109, as detailed in the table below:

 

Fair Value of Interest Rate Swap Contracts

 

 

 

Fair value as of December 31, 2009, a net liability position

 

$

(211,462

)

Cash payments, net

 

39,249

 

Change in fair value, net

 

(35,109

)

Fair value as of March 31, 2010, a net liability position

 

$

(207,322

)

 

Item 4.                    Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

An evaluation was carried out under the supervision and with the participation of Cablevision’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined under SEC rules).  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective as of March 31, 2010.

 

Changes in Internal Control

 

During the three months ended March 31, 2010, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

 

PART II.                OTHER INFORMATION

 

Item 1.                    Legal Proceedings

 

Reference is made to a shareholder derivative action on behalf of Cablevision in the United States District Court for the Eastern District of New York, described on page 37 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.  In March 2010, the plaintiff voluntarily dismissed this lawsuit.

 

Item 2.                    Unregistered Sales of Equity Securities and Use of Proceeds

 

 

 

(a)
Total Number of
Shares (or Units)
Purchased

 

(b)
Average Price
Paid per Share
(or Unit)

 

(c)
Total Number of
Shares (or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs

 

(d)
Maximum number
(or Approximate
Dollar Value) of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans or
Programs

 

March 1 - 31, 2010

 

724,624

 

$

24.32

 

N/A

 

N/A

 

 

In March 2010, 1,550,020 restricted shares issued to employees of the Company vested.  To fulfill the employees’ statutory minimum tax withholding obligations for the applicable income and other employment taxes of approximately $15.1 million, 620,163 of these shares were surrendered to the Company.  These acquired shares have been classified as treasury stock.  In addition, in March 2010, 262,544 restricted shares held by Madison Square Garden employees vested.  To fulfill these employees’

 

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statutory minimum tax withholding obligation for the applicable income and other employment taxes of approximately $2.5 million, the Company purchased 104,461 of these shares, which have been classified as treasury stock.

 

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Item 6.                    Exhibits

 

(a)           Index to Exhibits.

 

31.1

Section 302 Certification of the CEO

31.2

Section 302 Certification of the CFO

32

Section 906 Certifications of the CEO and CFO

101

The following financial statements from Cablevision Systems Corporation’s and CSC Holdings LLC’s Quarterly Report on Form 10-Q for the three months ended March 31, 2010, filed with the Securities and Exchange Commission on May 6, 2010, formatted in XBRL (eXtensible Business Reporting Language):  (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Cash Flows; and (iv) the Combined Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

 

 

 

CABLEVISION SYSTEMS CORPORATION

 

CSC HOLDINGS, LLC

 

 

 

 

Date:

May 6, 2010

 

 

/s/ Michael P. Huseby

 

By:

Michael P. Huseby as Executive Vice

President and Chief Financial Officer

of Cablevision Systems Corporation

and CSC Holdings, LLC.

 

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