Management's Discussion and Analysis of Financial Condition and Results of Operations
This Form 10-Q contains statements that constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. In this Form 10-Q there are statements concerning our future operating results and future financial performance. Words such as "expects", "anticipates", "believes", "estimates", "may", "will", "should", "could", "potential", "continue", "intends", "plans" and similar words and terms used in the discussion of future operating results, future financial performance and future events identify forward-looking statements. Investors are cautioned that such forward-looking statements are not guarantees of future performance, results or events and involve risks and uncertainties and that actual results or developments may differ materially from the forward-looking statements as a result of various factors.
We operate in a highly competitive, consumer and technology driven and rapidly changing business that is affected by government regulation and economic, strategic, technological, political and social conditions. Various factors could adversely affect our operations, business or financial results in the future and cause our actual results to differ materially from those contained in the forward-looking statements. In addition, important factors that could cause our actual results to differ materially from those in our forward-looking statements include:
•competition for broadband, video, and telephony customers from existing competitors (such as broadband communications companies, direct broadcast satellite providers, wireless data and telephony providers and Internet-based providers) and new fiber-based competitors entering our footprint;
•changes in consumer preferences, laws and regulations or technology that may cause us to change our operational strategies;
•increased difficulty negotiating programming agreements on favorable terms, if at all, resulting in increased costs to us and the loss of popular programming;
•increasing programming costs and delivery expenses related to our products and services;
•our ability to achieve anticipated customer and revenue growth, to successfully introduce new products and services and to implement our growth strategy;
•our ability to complete our capital investment plans on time and on budget, including our plan to build a parallel fiber-to-the-home ("FTTH") network;
•our ability to develop mobile voice and data services and our ability to attract customers to these services;
•the effects of economic conditions or other factors which may negatively affect our customers' demand for our current and future products and services;
•the effects of industry conditions;
•demand for digital and linear advertising products and services;
•our substantial indebtedness and debt service obligations;
•adverse changes in the credit market and availability of capital to refinance or repay future debt obligations, and our ability to adequately address the substantial doubt as to our ability to continue as a going concern;
•changes as a result of any tax reforms that may affect our business;
•financial community and rating agency perceptions of our business, operations, financial condition, and the industries in which we operate;
•the restrictions contained in our financing agreements;
•our ability to generate sufficient cash flow to meet our debt service obligations;
•fluctuations in interest rates which may cause our interest expense to vary from quarter to quarter;
•technical failures, equipment defects, physical or electronic break-ins to our services, computer viruses, and similar problems;
•cybersecurity incidents as a result of hacking, phishing, denial of service attacks, dissemination of computer viruses, ransomware and other malicious software, misappropriation of data, and other malicious attempts;
•disruptions to our networks, infrastructure, and facilities as a result of natural disasters, power outages, accidents, maintenance failures, telecommunications failures, degradation of plant assets, terrorist attacks, and similar events;
•our ability to obtain necessary hardware, software, communications equipment and services and other items from our vendors at reasonable costs;
•our ability to effectively integrate acquisitions and to maximize expected operating efficiencies from our acquisitions, if any;
•significant unanticipated increases in the use of bandwidth-intensive Internet-based services;
•our ability to effectively remediate the material weakness in our internal control over financial reporting related to the accounting for income taxes and any impact on our ability to accurately report our financial results;
•the outcome of litigation, government investigations and other proceedings; and
•other risks and uncertainties inherent in our cable and broadband communications businesses and our other businesses, including those listed under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 13, 2026, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on November 6, 2026 (the "Annual Report") and our subsequent Quarterly Reports on Form 10-Q, as amended.
These factors are not necessarily all of the important factors that could cause our actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could cause our actual results to differ materially from those expressed in any of our forward-looking statements.
Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements are made only as of the date of this Quarterly Report. Except to the extent required by law, we do not undertake, and specifically decline any obligation, to update any forward-looking statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
You should read this Quarterly Report with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. We qualify all forward-looking statements by these cautionary statements.
Certain numerical figures included in this Quarterly Report have been subject to rounding adjustments. Accordingly, such numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.
All dollar amounts, except per customer and per share data, included in the following discussion, are presented in thousands.
Overview
Our Business
We principally provide broadband communications and video services in the United States and market our services under the Optimum brand. We deliver broadband, video, telephony, and mobile services to approximately 4.2 million residential and business customers across our footprint. Our footprint extends across 21 states (primarily in the New York metropolitan area and various markets in the south-central United States) through a fiber-rich hybrid-fiber coaxial ("HFC") broadband network and a FTTH network with approximately 10.1 million total passings as of September 30, 2026. Additionally, we offer news programming and advertising services.
Key Factors Impacting Operating Results and Financial Condition
Our future performance is dependent, to a large extent, on the impact of direct competition, general economic conditions (including capital and credit market conditions), our ability to manage our businesses effectively, and our relative strength and leverage in the marketplace, both with suppliers and customers. For more information, see "Risk Factors" and "Business-Competition" included in our Annual Report and the cautionary statement regarding forward-looking statements included in this Quarterly Report.
We derive revenue principally through monthly charges to residential customers of our broadband, video, telephony and mobile services. We also derive revenue from digital video recorder, video-on-demand ("VOD"), pay-per-view, installation and home shopping commissions. Our residential broadband, video, telephony and mobile services accounted for approximately 41%, 29%, 3%, and 3%, respectively, of our consolidated revenue for the nine months ended September 30, 2026. We also derive revenue from the sale of a wide and growing variety of products and services to both large enterprise and small and medium-sized business ("SMB") customers, including broadband, telephony, networking, video, and mobile services. For the nine months ended September 30, 2026, 18% of our consolidated revenue was derived from these business services. In addition, we derive revenue from the sale of advertising inventory available on the programming carried on our cable television systems, as well as other systems (linear revenue), digital advertising, data analytics and affiliation fees for news programming, which accounted for approximately 5% of our consolidated revenue for the nine months ended September 30, 2026. Our other revenue (which primarily consists of mobile equipment revenue) for the three months ended September 30, 2026 accounted for approximately 1% of our consolidated revenue.
Revenue is impacted by rate increases, changes in promotional offerings, changes in the number of customers that subscribe to our services, including additional services sold to our existing customers, programming package changes by our video customers, speed tier changes by our broadband customers, acquisitions/dispositions and construction of cable systems that result in the addition of new customers. Additionally, the allocation of revenue between the residential offerings is impacted by changes in the standalone selling price of each performance obligation within our promotional bundled offers.
We operate in a highly competitive, consumer-driven industry and we compete against a variety of broadband, video, mobile, fixed wireless broadband and fixed-line telephony providers and delivery systems, including broadband communications companies, wireless data and telephony providers, fiber-based service providers, satellite-based connectivity providers, Internet-delivered video content and broadcast television signals available to residential and business customers in our service areas. Emerging satellite broadband providers are beginning to offer high-speed connectivity in certain geographies that can compete with traditional broadband, although their overall presence in our footprint remains limited. Our competitors include Verizon Communications Inc., AT&T Inc., T-Mobile US, Inc., Charter Communications, Inc., Comcast Corporation, and emerging satellite-based broadband providers, as well as DirecTV, DISH Network (a wholly-owned subsidiary of EchoStar Corporation), and other providers. Consumers' selection of an alternate source of service, whether due to economic constraints, technological advances, or preference, negatively impacts the demand for our services. For more information on our competitive landscape, see "Risk Factors" and "Business-Competition" included in our Annual Report.
Our programming costs, which are the most significant component of our operating expenses, are impacted by changes in contractual rates, changes in the number of customers receiving certain programming services, new channel launches, and channel drops. We expect contractual rates to increase in the future. See "Results of Operations" below for more information regarding the key factors impacting our revenues and operating expenses.
Historically, we have made substantial investments in our network and the development of new and innovative products and other service offerings for our customers as a way of differentiating ourselves from our competitors and we expect to do so in the future. Our FTTH network build has enabled us to deliver multi-gig broadband speeds to FTTH customers in order to meet the growing data needs of residential and business customers. Additionally, we are investing in our HFC network which includes a multi-gig network upgrade plan through targeted mid-split upgrades. Finally, we offer a full service mobile offering to consumers across our footprint. We may incur greater than anticipated capital expenditures in connection with these initiatives, fail to realize anticipated benefits, experience delays and business disruptions, or encounter other challenges to executing them as planned. See "Liquidity and Capital Resources- Capital Expenditures" for additional information regarding our capital expenditures.
Non-GAAP Financial Measures
We define Adjusted EBITDA, which is a non-GAAP financial measure, as net income (loss) excluding income taxes, non-operating income or expenses, gain (loss) on extinguishment of debt and write-off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on investments and sale of affiliate interests, interest expense, net, depreciation and amortization, share-based compensation, restructuring, impairments and other operating items (such as significant legal settlements and contractual payments for terminated employees). See reconciliation of net income (loss) to Adjusted EBITDA below.
Adjusted EBITDA eliminates the significant non-cash depreciation and amortization expense that result from the capital-intensive nature of our business and from intangible assets recognized from acquisitions, as well as certain
non-cash and other operating items that affect the period-to-period comparability of our operating performance. In addition, Adjusted EBITDA is unaffected by our capital and tax structures and by our investment activities.
We believe Adjusted EBITDA is an appropriate measure for evaluating our operating performance. Adjusted EBITDA and similar measures with similar titles are common performance measures used by investors, analysts and peers to compare performance in our industry. Internally, we use revenue and Adjusted EBITDA measures as important indicators of our business performance and evaluate management's effectiveness with specific reference to these indicators. We believe Adjusted EBITDA provides management and investors a useful measure for period-to-period comparisons of our core business and operating results by excluding items that are not comparable across reporting periods or that do not otherwise relate to our ongoing operating results. Adjusted EBITDA should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss) and other measures of performance presented in accordance with U.S. generally accepted accounting principles ("GAAP"). Since Adjusted EBITDA is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies.
We also use Free Cash Flow (defined as net cash flows from operating activities less cash capital expenditures), which is a non-GAAP financial measure, as a liquidity measure. We believe this measure is useful to investors in evaluating our ability to service our debt and make continuing investments with internally generated funds, although it may not be directly comparable to similar measures reported by other companies. See reconciliation of net cash flow from operating activities to Free Cash Flow below.
Results of Operations - Optimum Communications
(unaudited)
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|
|
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|
|
|
|
|
|
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|
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|
|
|
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Three Months Ended
September 30,
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Favorable (Unfavorable)
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Nine Months Ended
September 30,
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Favorable (Unfavorable)
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2026
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2025
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2026
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2025
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Revenue:
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Broadband
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$
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824,632
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$
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873,449
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$
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(48,817)
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$
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2,515,590
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$
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2,658,149
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$
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(142,559)
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Video
|
571,846
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645,207
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(73,361)
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1,761,899
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1,971,315
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(209,416)
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Telephony
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54,767
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61,791
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(7,024)
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169,469
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192,836
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(23,367)
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Mobile
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56,838
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42,277
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14,561
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158,940
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116,597
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42,343
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Residential revenue
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1,508,083
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1,622,724
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(114,641)
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4,605,898
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4,938,897
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(332,999)
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Business services and wholesale
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375,509
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361,886
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13,623
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1,106,095
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1,087,219
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18,876
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News and advertising
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93,374
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105,863
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(12,489)
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313,026
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327,044
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(14,018)
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Other
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23,094
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17,637
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5,457
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64,112
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54,435
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9,677
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Total revenue
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2,000,060
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2,108,110
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(108,050)
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6,089,131
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6,407,595
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(318,464)
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Operating expenses:
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Programming and other direct costs
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589,300
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639,012
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49,712
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1,808,083
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1,972,233
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164,150
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Other operating expenses
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645,126
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650,454
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5,328
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1,961,285
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2,045,507
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84,222
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Restructuring, impairments and other operating items
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3,429,940
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1,568,120
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(1,861,820)
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6,364,537
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1,656,568
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(4,707,969)
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Depreciation and amortization
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394,260
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415,308
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|
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21,048
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|
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1,207,832
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|
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1,243,490
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35,658
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Operating loss
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(3,058,566)
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|
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(1,164,784)
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(1,893,782)
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(5,252,606)
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(510,203)
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(4,742,403)
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Other income (expense):
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Interest expense, net
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(479,891)
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(459,124)
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(20,767)
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(1,413,286)
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(1,331,799)
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(81,487)
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Gain (loss) on investments and sale of affiliate interests
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-
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-
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-
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(10,958)
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5
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(10,963)
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Gain (loss) on interest rate swap contracts, net
|
-
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|
1,147
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(1,147)
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2,398
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(142)
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2,540
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Loss on extinguishment of debt and write-off of deferred financing costs
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-
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-
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-
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(106,045)
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(1,693)
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(104,352)
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Other expense, net
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(38)
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(591)
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553
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(882)
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(2,388)
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1,506
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Loss before income taxes
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(3,538,495)
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(1,623,352)
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(1,915,143)
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(6,781,379)
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(1,846,220)
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(4,935,159)
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Income tax benefit
|
680,222
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|
433,762
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246,460
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1,488,157
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497,373
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990,784
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Net loss
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(2,858,273)
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(1,189,590)
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(1,668,683)
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(5,293,222)
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(1,348,847)
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(3,944,375)
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Net income attributable to noncontrolling interests
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(6,377)
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(3,944)
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(2,433)
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(23,104)
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(16,614)
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(6,490)
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Net income attributable to redeemable noncontrolling interests
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(19,475)
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-
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(19,475)
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(19,475)
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-
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(19,475)
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Net loss attributable to Optimum Communications, Inc. stockholders
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$
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(2,884,125)
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$
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(1,193,534)
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$
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(1,690,591)
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$
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(5,335,801)
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$
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(1,365,461)
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$
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(3,970,340)
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The following is a reconciliation of net loss to Adjusted EBITDA (unaudited):
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Three Months Ended September 30,
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Nine Months Ended September 30,
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2026
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2025
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|
2026
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|
2025
|
|
Net loss
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$
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(2,858,273)
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|
|
$
|
(1,189,590)
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|
$
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(5,293,222)
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$
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(1,348,847)
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Income tax benefit
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(680,222)
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|
|
(433,762)
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|
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(1,488,157)
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|
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(497,373)
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Other expense, net
|
38
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|
|
591
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|
|
882
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|
|
2,388
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|
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Loss (gain) on interest rate swap contracts, net
|
-
|
|
|
(1,147)
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|
|
(2,398)
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|
|
142
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|
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Loss (gain) on investments and sale of affiliates interests
|
-
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-
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10,958
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(5)
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Loss on extinguishment of debt and write-off of deferred financing costs
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-
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-
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|
|
106,045
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|
|
1,693
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Interest expense, net
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479,891
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|
|
459,124
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|
1,413,286
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|
|
1,331,799
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Depreciation and amortization
|
394,260
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|
415,308
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|
|
1,207,832
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|
|
1,243,490
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Restructuring, impairments and other operating items
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3,429,940
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|
|
1,568,120
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6,364,537
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|
|
1,656,568
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|
Share-based compensation
|
8,098
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|
|
12,013
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|
|
28,714
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|
|
43,628
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|
|
Adjusted EBITDA
|
$
|
773,732
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|
|
$
|
830,657
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|
|
$
|
2,348,477
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|
|
$
|
2,433,483
|
|
The following is a reconciliation of net cash flow from operating activities to Free Cash Flow (Deficit) (unaudited):
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|
|
|
|
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|
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|
Three Months Ended September 30,
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Nine Months Ended September 30,
|
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Net cash flows from operating activities
|
$
|
79,190
|
|
|
$
|
147,448
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|
|
$
|
477,599
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|
|
$
|
746,896
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|
|
Less: Capital expenditures (cash)
|
347,042
|
|
|
325,520
|
|
|
974,771
|
|
|
1,065,163
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|
|
Free Cash Flow (Deficit)
|
$
|
(267,852)
|
|
|
$
|
(178,072)
|
|
|
$
|
(497,172)
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|
|
$
|
(318,267)
|
|
The following table sets forth certain customer metrics (unaudited):
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|
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|
|
|
|
|
|
|
September 30, 2026
|
|
June 30, 2026
|
|
September 30, 2025
|
|
|
|
|
|
|
|
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|
(in thousands)
|
|
Total passings (a)
|
10,096.8
|
|
|
10,114.1
|
|
|
9,942.9
|
|
|
Total customer relationships (b)
|
4,155.7
|
|
|
4,218.0
|
|
|
4,400.5
|
|
|
Residential (i)
|
3,797.7
|
|
|
3,855.6
|
|
|
4,028.6
|
|
|
SMB
|
358.0
|
|
|
362.5
|
|
|
371.9
|
|
|
Residential customers (i):
|
|
|
|
|
|
|
Broadband (i)
|
3,659.3
|
|
|
3,714.3
|
|
|
3,872.2
|
|
|
Video (i)
|
1,472.2
|
|
|
1,526.6
|
|
|
1,674.9
|
|
|
Telephony
|
906.0
|
|
|
951.3
|
|
|
1,093.1
|
|
|
Penetration of total passings (c)
|
41.2
|
%
|
|
41.7
|
%
|
|
44.3
|
%
|
|
Average revenue per user ("ARPU") (d)
|
$
|
131.37
|
|
|
$
|
132.22
|
|
|
$
|
133.28
|
|
|
SMB customers:
|
|
|
|
|
|
|
Broadband
|
331.4
|
|
|
335.4
|
|
|
343.6
|
|
|
Video
|
66.5
|
|
|
68.7
|
|
|
74.6
|
|
|
Telephony
|
170.9
|
|
|
175.0
|
|
|
185.6
|
|
|
Total mobile lines (e)
|
779.2
|
|
|
724.0
|
|
|
584.4
|
|
|
FTTH total passings (f)
|
3,175.7
|
|
|
3,155.8
|
|
|
3,053.0
|
|
|
FTTH customer relationships (g)
|
764.2
|
|
|
748.9
|
|
|
703.5
|
|
|
FTTH Residential
|
739.5
|
|
|
725.2
|
|
|
683.6
|
|
|
FTTH SMB
|
24.7
|
|
|
23.7
|
|
|
19.8
|
|
|
Penetration of FTTH total passings (h)
|
24.1
|
%
|
|
23.7
|
%
|
|
23.0
|
%
|
(a)Represents the estimated number of single residence homes, apartments, and condominium units passed by our HFC and FTTH network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our HFC and FTTH network.
(b)Represents number of households/businesses that receive at least one of our fixed-line services. Customers represent each customer account (set up and segregated by customer name and address), weighted equally and counted as one customer, regardless of size, revenue generated, or number of boxes, units, or outlets on our HFC and FTTH network. Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group. Most of these accounts are also not entirely free, as they typically generate revenue through other pay services and certain equipment fees. Free status is not granted to regular customers as a promotion. In counting bulk residential customers, such as an apartment building, we count each subscribing unit within the building as one customer, but do not count the master account for the entire building as a customer. We count a bulk commercial customer, such as a hotel, as one customer, and do not count individual rooms at that hotel. Total customer relationships exclude mobile-only customer relationships.
(c)Represents the number of total customer relationships divided by total passings.
(d)Calculated by dividing the average monthly revenue for the respective quarter (fourth quarter for annual periods) derived from the sale of broadband, video, telephony, and mobile services to residential customers by the average number of total residential customers for the same period (excluding mobile-only customer relationships).
(e)Mobile lines represent the number of residential and business customers' wireless connections, which include mobile phone handsets and other mobile wireless connected devices. An individual customer relationship may have multiple mobile lines. The total mobile ending lines as of September 30, 2026, June 30, 2026 and September 30, 2025 include approximately 29.3 thousand, 25.5 thousand and 14.2 thousand lines related to business customers, respectively. The service revenue related to these business customers is reflected in business services and wholesale in the table above.
(f)Represents the estimated number of single residence homes, apartments, and condominium units passed by the FTTH network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our FTTH network.
(g)Represents number of households/businesses that receive at least one of our fixed-line services on our FTTH network. FTTH customers represent each customer account (set up and segregated by customer name and address), weighted equally and counted as one customer, regardless of size, revenue generated, or number of boxes, units, or outlets on our FTTH network. Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group. Most of these accounts are also not entirely free, as they typically generate revenue through pay-per view or other pay services and certain equipment fees. Free status is not granted to regular customers as a promotion. In counting bulk residential customers, such as an apartment building, we count each subscribing unit within the building as one customer, but do not count the master account for the entire building as a customer. We count a bulk commercial customer, such as a hotel, as one customer, and do not count individual rooms at that hotel.
(h)Represents the number of total FTTH customer relationships divided by FTTH total passings.
Comparison of Results for the Three and Nine Months Ended September 30, 2026 compared to the Three and Nine Months Ended September 30, 2025
Broadband Revenue
Broadband revenue for the three and nine months ended September 30, 2026 was $824,632 and $2,515,590, respectively, and $873,449 and $2,658,149 for the three and nine months ended September 30, 2025, respectively. Broadband revenue is derived principally through monthly charges to residential subscribers of our broadband services. Broadband revenue decreased $48,817 (6%) and $142,559 (5%) for the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025. The decrease for the three and nine months ended September 30, 2026 as compared to the same period in the prior year was due primarily to declines in broadband customers, as well as lower average recurring broadband revenue per broadband subscriber.
Video Revenue
Video revenue for the three and nine months ended September 30, 2026 was $571,846 and $1,761,899, respectively, and $645,207 and $1,971,315 for the three and nine months ended September 30, 2025, respectively. Video revenue is derived principally through monthly charges to residential customers of our video services. Video revenue decreased $73,361 (11%) and $209,416 (11%) for the three and nine months ended September 30, 2026, respectively, as compared to the three and nine months ended September 30, 2025. The decreases were due primarily to declines in video customers, partially offset by higher average recurring video revenue per video customer, primarily driven by certain rate increases. In addition, customer credits attributable to the temporary interruption of certain video programming during the three months ended March 31, 2025 partially offset the year-over-year decline.
Telephony Revenue
Telephony revenue for the three and nine months ended September 30, 2026 was $54,767 and $169,469, respectively, and $61,791 and $192,836 for the three and nine months ended September 30, 2025, respectively. Telephony revenue is derived principally through monthly charges to residential customers of our telephony services. Telephony revenue decreased $7,024 (11%) and $23,367 (12%) for the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025. The decreases were due primarily to declines in telephony customers, partially offset by higher average recurring telephony revenue per telephony customer.
Mobile Service Revenue
Mobile service revenue for the three and nine months ended September 30, 2026 was $56,838 and $158,940, respectively, and $42,277 and $116,597, for the three and nine months ended September 30, 2025, respectively. The increases of $14,561 (34%) and $42,343 (36%) for the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025 were primarily due to increases in mobile lines, as well as increases in certain fees and surcharges as compared to the prior year periods.
Business Services and Wholesale Revenue
Business services and wholesale revenue for the three and nine months ended September 30, 2026 was $375,509 and $1,106,095, respectively, and $361,886 and $1,087,219 for the three and nine months ended September 30, 2025, respectively. Business services and wholesale revenue is derived primarily from the sale of fiber-based telecommunications services to the business market, and the sale of broadband, video, telephony, and mobile services to SMB customers.
Business services and wholesale revenue increased $13,623 (4%) and $18,876 (2%) for the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025. The increases were
primarily due to increases in Ethernet, indefeasible right of use and other fees and surcharges revenue from our Lightpath business, partially offset by a decline in SMB customers.
News and Advertising Revenue
News and advertising revenue for the three and nine months ended September 30, 2026 was $93,374 and $313,026, respectively, and $105,863 and $327,044 for the three and nine months ended September 30, 2025, respectively. News and advertising revenue is primarily derived from the sale of (i) advertising inventory available on the programming carried on our cable television systems, as well as other systems (linear revenue), (ii) digital advertising, (iii) data analytics, and (iv) affiliation fees for news programming.
News and advertising revenue decreased $12,489 (12%) and $14,018 (4%) for the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025. The decrease for the three months ended September 30, 2026 as compared to the prior year period was primarily due to the sale of our interest in a non-core advertising agency business in May 2026, partially offset by an increase in political advertising revenue. The decrease for the nine months ended September 30, 2026 as compared to the prior year period was primarily due to the sale of our interest in a non-core advertising agency business and a decrease in non-political linear advertising revenue, partially offset by an increase in political advertising revenue.
Other Revenue
Other revenue for the three and nine months ended September 30, 2026 was $23,094 and $64,112, respectively, and $17,637 and $54,435 for the three and nine months ended September 30, 2025, respectively. Other revenue includes revenue from sales of mobile equipment and other miscellaneous revenue streams. Other revenue increased $5,457 (31%) and $9,677 (18%) for the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025. The increases were primarily due to higher mobile equipment sales during 2026 as compared to the same periods in the prior year.
Programming and Other Direct Costs
Programming and other direct costs for the three and nine months ended September 30, 2026 amounted to $589,300 and $1,808,083, respectively, and $639,012 and $1,972,233 for the three and nine months ended September 30, 2025, respectively. Programming and other direct costs include cable programming costs, which are costs paid to programmers (net of amortization of any incentives received from programmers for carriage) for cable content (including costs of VOD and pay-per-view) and are generally paid on a per-customer basis. These costs are impacted by changes in contractual rates, changes in the number of customers receiving certain programming services, new channel launches, and channel drops. These costs also include interconnection, call completion, circuit and transport fees paid to other telecommunication companies for the transport and termination of voice and data services, which typically vary based on rate changes and the level of usage by our customers. These costs also include franchise fees which are payable to the state governments and local municipalities where we operate and are primarily based on a percentage of certain categories of revenue derived from the provision of video service over our cable systems, which vary by state and municipality. These costs change in relation to changes in such categories of revenues or rate changes. Additionally, these costs include the cost of media for advertising spots sold, the cost of mobile devices sold to our customers and direct costs of providing mobile services.
The decreases in programming and other direct costs of $49,712 (8%) and $164,150 (8%) for the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025 were primarily attributable to the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
Nine Months
|
|
Decrease in programming costs primarily due to lower video customers, partially offset by net contractual rate increases. This amount reflects the impact of the temporary interruption of certain video programming during the first quarter of 2025
|
$
|
(58,047)
|
|
|
$
|
(192,835)
|
|
|
Decrease in news production costs relating to the sale of our i24 business
|
(4,956)
|
|
|
(14,133)
|
|
|
Lower costs for media advertising spots for resale primarily due to the sale of our interest in a non-core advertising agency business in May 2026. In the nine month period, these lowered costs were partially offset by higher costs due to increase in digital revenue, primarily driven by increased political advertising sales.
|
(15,693)
|
|
|
(704)
|
|
|
Increase in call completion and transport costs due to a higher level of activity and the impact of minimum guarantees
|
14,258
|
|
|
32,377
|
|
|
Increase in cost of goods sold related to our mobile business
|
6,725
|
|
|
12,985
|
|
|
Other net decreases
|
8,001
|
|
|
(1,840)
|
|
|
|
$
|
(49,712)
|
|
|
$
|
(164,150)
|
|
Programming costs
Programming costs aggregated $413,069 and $1,280,557 for the three and nine months ended September 30, 2026, respectively, and $471,116 and $1,473,392 for the three and nine months ended September 30, 2025, respectively. Our programming costs in 2026 will continue to be impacted by changes in the number of video customers and by changes in programming rates, the latter of which we expect will increase.
Other Operating Expenses
Other operating expenses for the three and nine months ended September 30, 2026 amounted to $645,126 and $1,961,285, respectively, and $650,454 and $2,045,507 for the three and nine months ended September 30, 2025, respectively. Other operating expenses include staff costs and employee benefits including salaries of company employees and related taxes, benefits and other employee related expenses, as well as third-party labor costs. Other operating expenses also include network management and field service costs, which represent costs associated with the maintenance of our broadband network, including costs of certain customer connections and other costs associated with providing and maintaining services to our customers.
Customer installation and network repair and maintenance costs may fluctuate as a result of changes in the level of capitalizable activities, maintenance activities and the utilization of contractors as compared to employees. Costs associated with the initial deployment of new customer premise equipment necessary to provide services are capitalized. The costs of redeployment of customer premise equipment are expensed as incurred.
Other operating expenses also include costs related to our call center operations that handle customer inquiries and billing and collection activities, and sales and marketing costs, which include advertising production and placement costs associated with acquiring and retaining customers. These costs vary period to period and certain of these costs, such as sales and marketing, may increase with intense competition. Additionally, other operating expenses include various other administrative costs.
The decreases in other operating expenses of $5,328 (1%) and $84,222 (4%) for the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025 were attributable to the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
Nine Months
|
|
Net decrease in labor related costs and benefits, including lower truck rolls, partially offset by a decrease in capitalizable activity
|
$
|
(12,525)
|
|
|
$
|
(53,061)
|
|
|
Increase (decrease) in consulting and professional fees
|
9,676
|
|
|
(11,515)
|
|
|
Decrease in share based compensation
|
(3,915)
|
|
|
(14,914)
|
|
|
Increase (decrease) in marketing costs. This includes costs related to the temporary interruption of certain video programming during the first quarter of 2025
|
4,515
|
|
|
(5,315)
|
|
|
Decrease in repairs and maintenance costs (including software maintenance and data processing)
|
(6,230)
|
|
|
(14,759)
|
|
|
Increase (decrease) in certain managed service costs. This amount reflects a credit received in the second quarter of 2025
|
(73)
|
|
|
14,582
|
|
|
Increase in bad debt expense
|
2,491
|
|
|
11,518
|
|
|
Other net increases (decreases)
|
733
|
|
|
(10,758)
|
|
|
|
$
|
(5,328)
|
|
|
$
|
(84,222)
|
|
Restructuring, Impairments and Other Operating Items
Restructuring, impairments and other operating items for the three and nine months ended September 30, 2026 amounted to $3,429,940 and $6,364,537, respectively, as compared to $1,568,120 and $1,656,568 for the three and nine months ended September 30, 2025, and comprised the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Impairment charges (See Note 8)
|
$
|
3,200,000
|
|
|
$
|
1,611,308
|
|
|
$
|
5,900,000
|
|
|
$
|
1,611,308
|
|
|
Expense related to tender offer (See Note 1)
|
160,800
|
|
|
-
|
|
|
160,800
|
|
|
-
|
|
|
Non-cash exchange of Optimum shares for redeemable preferred units (See Note 9)
|
-
|
|
|
-
|
|
|
156,555
|
|
|
-
|
|
|
Gain on disposal of assets (a)
|
-
|
|
|
(55,114)
|
|
|
-
|
|
|
(55,114)
|
|
|
Transaction costs related to certain transactions not related to our operations and other
|
28,462
|
|
|
4,074
|
|
|
78,524
|
|
|
14,918
|
|
|
Contractual payments for terminated employees (b)
|
8,950
|
|
|
7,155
|
|
|
27,644
|
|
|
77,543
|
|
|
Litigation settlements and contract termination costs (c)
|
6,436
|
|
|
-
|
|
|
11,536
|
|
|
5,058
|
|
|
Impairment of right-of-use operating lease assets
|
22,498
|
|
|
439
|
|
|
26,223
|
|
|
1,765
|
|
|
Facility realignment costs
|
2,794
|
|
|
258
|
|
|
3,255
|
|
|
1,090
|
|
|
|
$
|
3,429,940
|
|
|
$
|
1,568,120
|
|
|
$
|
6,364,537
|
|
|
$
|
1,656,568
|
|
(a)In July 2025, we completed the sale of certain tower assets for $59,908 and recorded a gain of $55,114. In connection with the sale, we entered into a master license agreement with the buyer pursuant to which we maintain access to space on certain of those towers for an initial term of five years.
(b)Includes costs related to our workforce management initiatives, including costs related to a voluntary retirement program during the three and nine months ended September 30, 2025.
(c)Amounts reflect estimated amounts for certain legal matters, including adjustments to these estimates, and costs to early terminate contracts with vendors.
Depreciation and Amortization
Depreciation and amortization for the three and nine months ended September 30, 2026 amounted to $394,260 and $1,207,832, respectively, and $415,308 and $1,243,490 for the three and nine months ended September 30, 2025, respectively. The decreases in depreciation and amortization of $21,048 (5%) and $35,658 (3%) for the three and nine
months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025 were primarily due to lower amortization related to customer relationships.
Adjusted EBITDA
Adjusted EBITDA amounted to $773,732 and $2,348,477 for the three and nine months ended September 30, 2026, respectively, as compared to $830,657 and $2,433,483 for the three and nine months ended September 30, 2025, respectively.
Adjusted EBITDA is a non-GAAP measure that is defined as net income (loss) excluding income taxes, non-operating income or expenses, gain (loss) on extinguishment of debt and write-off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on investments and sale of affiliate interests, interest expense, net, depreciation and amortization, share-based compensation, restructuring, impairments and other operating items (such as significant legal settlements and contractual payments for terminated employees). See reconciliation of net income (loss) to Adjusted EBITDA above.
The decreases in Adjusted EBITDA of $56,925 (7%) and $85,006 (3%) for the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025 were due to a decrease in revenue, partially offset by a decrease in operating expenses during 2026 (excluding depreciation and amortization, share-based compensation, restructuring, impairments and other operating items), as discussed above.
Free Cash Flow (Deficit)
Free Cash Flow (Deficit) was $(267,852) and $(497,172) for the three and nine months ended September 30, 2026, respectively, as compared to $(178,072) and $(318,267) for the three and nine months ended September 30, 2025, respectively. The decreases in Free Cash Flow of $89,780 and $178,905 for the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025 were due to lower net cash provided by operating activities, as well as higher capital expenditures year over year in the three month period but partially offset in the nine month period by lower year over year capital expenditures.
Free Cash Flow is a non-GAAP measure that is defined as net cash flows from operating activities less cash capital expenditures. See reconciliation of net cash flow from operating activities to Free Cash Flow above.
Interest Expense, net
Interest expense, net was $479,891 and $1,413,286 for the three and nine months ended September 30, 2026 as compared to $459,124 and $1,331,799 for the same periods in the prior year. The increases of $20,767 (5%) and $81,487 (6%) for the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025 were attributable to the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
Nine Months
|
|
Increase primarily due to changes in debt balances and an increase in interest rates
|
$
|
7,512
|
|
|
$
|
53,084
|
|
|
Increase (decrease) related to lower (higher) interest income
|
1,094
|
|
|
(8,027)
|
|
|
Other net increase, primarily amortization of deferred financing costs from new debt issuances
|
12,161
|
|
|
36,430
|
|
|
|
$
|
20,767
|
|
|
$
|
81,487
|
|
Gain (loss) on Investments and Sale of Affiliate Interests
For the nine months ended September 30, 2026, we recognized a loss of $10,958 on the sale of our interest in a non-core advertising agency business.
Gain (loss) on Interest Rate Swap Contracts, net
Gain (loss) on interest rate swap contracts, net was $2,398 for the nine months ended September 30, 2026, compared to $1,147 and $(142) for the three and nine months ended September 30, 2025, respectively. These amounts primarily represent the change in the fair value of our interest rate swap contracts. These swap contracts are not designated as hedges for accounting purposes. The nine months ended September 30, 2026 included a $2,458 gain related to the early termination of Lightpath interest rate swap agreements with an aggregate notional value of $575,000.
Loss on Extinguishment of Debt and Write-off of Deferred Financing Costs
Loss on extinguishment of debt and write-off of deferred financing costs amounted to $106,045 for the nine months ended September 30, 2026, and related to the following:
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2026
|
|
Repayment of NYC ABS receivables facility loan
|
$
|
98,407
|
|
|
Repayment of Lightpath's 5.625% Senior Notes, 3.875% Senior Secured Notes and Term Loan Facility
|
7,638
|
|
|
|
$
|
106,045
|
|
Other Expense, net
Other expense, net amounted to $38 and $882 for the three and nine months ended September 30, 2026 compared to $591 and $2,388 for the three and nine months ended September 30, 2025, respectively. These amounts include the non-service benefit or cost components of our pension plans.
Income Tax Benefit
For the three and nine months ended September 30, 2026, we recorded a tax benefit of $680,222 and $1,488,157 on pre-tax loss of $3,538,495 and $6,781,379, respectively, resulting in an effective tax rate that was lower than the U.S. statutory rate for the three months ended September 30, 2026 and higher than the U.S. statutory rate for the nine months ended September 30, 2026. The lower rate for the three months ended September 30, 2026 is primarily due to the nonrecognition for tax purposes of the $160,800 expense related to the Tender Offer transaction as well as an establishment of a valuation allowance against part of the deferred tax assets (see Note 11). The higher rate for the nine months ended September 30, 2026 is primarily due to the impact of state taxes, partially offset by the nonrecognition for tax purposes of the $160,800 expense related to the Tender Offer transaction and establishment of the valuation allowance during the three months ended September 30, 2026 and the nonrecognition for tax purposes of the Private Exchange transaction recognized in the second quarter of 2026.
For the three and nine months ended September 30, 2025, we recorded a tax benefit of $433,762 and $497,373 on pre-tax loss of $1,623,352 and $1,846,220, respectively, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The higher rate is primarily due to the impact of state taxes during the three and nine months ended September 30, 2025.
CSC HOLDINGS, LLC
The consolidated statements of operations of CSC Holdings are essentially identical to the consolidated statements of operations of Optimum Communications, except for the following (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Net loss attributable to Optimum Communications stockholders
|
$
|
(2,884,125)
|
|
|
$
|
(1,193,534)
|
|
|
$
|
(5,335,801)
|
|
|
$
|
(1,365,461)
|
|
|
Adjustments to reconcile to net loss attributable to CSC Holdings' sole member:
|
|
|
|
|
|
|
|
|
Income tax benefit
|
512
|
|
|
752
|
|
|
1,774
|
|
|
2,353
|
|
|
Interest expense, net
|
(1,247)
|
|
|
(1,382)
|
|
|
(3,804)
|
|
|
(4,200)
|
|
|
Other operating expenses
|
(1,193)
|
|
|
(2,923)
|
|
|
(4,644)
|
|
|
(9,184)
|
|
|
Net loss attributable to CSC Holdings' sole member
|
$
|
(2,886,053)
|
|
|
$
|
(1,197,087)
|
|
|
$
|
(5,342,475)
|
|
|
$
|
(1,376,492)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Optimum Communications Adjusted EBITDA
|
$
|
773,732
|
|
|
$
|
830,657
|
|
|
$
|
2,348,477
|
|
|
$
|
2,433,483
|
|
|
Adjustments to reconcile to CSC Holdings' Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
Other operating expenses
|
(1,193)
|
|
|
(2,923)
|
|
|
(4,644)
|
|
|
(9,184)
|
|
|
CSC Holdings Adjusted EBITDA
|
$
|
772,539
|
|
|
$
|
827,734
|
|
|
$
|
2,343,833
|
|
|
$
|
2,424,299
|
|
Refer to Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" herein.
The following is a reconciliation of CSC Holdings' net loss to Adjusted EBITDA (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(2,860,201)
|
|
|
$
|
(1,193,143)
|
|
|
$
|
(5,299,896)
|
|
|
$
|
(1,359,878)
|
|
|
Income tax benefit
|
(680,734)
|
|
|
(434,514)
|
|
|
(1,489,931)
|
|
|
(499,726)
|
|
|
Other expense, net
|
38
|
|
|
591
|
|
|
882
|
|
|
2,388
|
|
|
Loss (gain) on interest rate swap contracts, net
|
-
|
|
|
(1,147)
|
|
|
(2,398)
|
|
|
142
|
|
|
Loss (gain) on investments and sale of affiliate interests
|
-
|
|
|
-
|
|
|
10,958
|
|
|
(5)
|
|
|
Loss on extinguishment of debt and write-off of deferred financing costs
|
-
|
|
|
-
|
|
|
106,045
|
|
|
1,693
|
|
|
Interest expense, net
|
481,138
|
|
|
460,506
|
|
|
1,417,090
|
|
|
1,335,999
|
|
|
Depreciation and amortization
|
394,260
|
|
|
415,308
|
|
|
1,207,832
|
|
|
1,243,490
|
|
|
Restructuring, impairments and other operating items
|
3,429,940
|
|
|
1,568,120
|
|
|
6,364,537
|
|
|
1,656,568
|
|
|
Share-based compensation
|
8,098
|
|
|
12,013
|
|
|
28,714
|
|
|
43,628
|
|
|
Adjusted EBITDA
|
$
|
772,539
|
|
|
$
|
827,734
|
|
|
$
|
2,343,833
|
|
|
$
|
2,424,299
|
|
Refer to Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" herein.
The following is a reconciliation of CSC Holdings' net cash flow from operating activities to Free Cash Flow (Deficit) (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Net cash flows from operating activities
|
$
|
79,132
|
|
|
$
|
148,108
|
|
|
$
|
472,338
|
|
|
$
|
750,819
|
|
|
Less: Capital expenditures (cash)
|
347,042
|
|
|
325,520
|
|
|
974,771
|
|
|
1,065,163
|
|
|
Free Cash Flow (Deficit)
|
$
|
(267,910)
|
|
|
$
|
(177,412)
|
|
|
$
|
(502,433)
|
|
|
$
|
(314,344)
|
|
The differences in Adjusted EBITDA and Free Cash Flow (Deficit) between CSC Holdings and Optimum Communications relate to the Captive which holds certain workers' compensation, general and automobile liabilities. See Note 13.
SUPPLEMENTAL FINANCIAL INFORMATION
Presented below are balance sheets for the UnSub Group and Optimum CSC LLC (unaudited). See Note 9 of our consolidated financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2026
|
|
|
UnSub Group
|
|
Optimum CSC LLC
|
|
ASSETS
|
|
|
|
|
Current Assets:
|
|
|
|
|
Cash and cash equivalents
|
$
|
861,758
|
|
|
$
|
947,940
|
|
|
Restricted cash
|
294
|
|
|
61,545
|
|
|
Accounts receivable, trade
|
51,793
|
|
|
109,172
|
|
|
Prepaid expenses and other current assets
|
72,991
|
|
|
103,930
|
|
|
Amounts due from affiliates
|
-
|
|
|
-
|
|
|
Current assets
|
986,836
|
|
|
1,222,587
|
|
|
Property, plant and equipment, net of accumulated depreciation
|
3,797,069
|
|
|
5,016,081
|
|
|
Right-of-use operating lease assets
|
133,173
|
|
|
145,413
|
|
|
Other assets
|
25,934
|
|
|
39,150
|
|
|
Amortizable intangibles, net of accumulated amortization
|
456,422
|
|
|
515,681
|
|
|
Indefinite-lived cable franchise rights
|
4,140,000
|
|
|
4,480,000
|
|
|
Goodwill
|
5,766,625
|
|
|
5,872,519
|
|
|
Total assets
|
$
|
15,306,059
|
|
|
$
|
17,291,431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND MEMBER'S EQUITY
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
Accounts payable
|
$
|
439,816
|
|
|
$
|
473,915
|
|
|
Interest payable
|
65,901
|
|
|
67,453
|
|
|
Accrued employee related costs
|
27,319
|
|
|
81,215
|
|
|
Deferred revenue
|
35,635
|
|
|
149,160
|
|
|
Debt
|
-
|
|
|
323
|
|
|
Other current liabilities
|
128,411
|
|
|
157,928
|
|
|
Amounts due to affiliates
|
416,857
|
|
|
418,774
|
|
|
Current liabilities
|
1,113,939
|
|
|
1,348,768
|
|
|
Other liabilities
|
36,672
|
|
|
90,138
|
|
|
Deferred tax liability
|
2,125,818
|
|
|
2,130,613
|
|
|
Right-of-use operating lease liability
|
154,208
|
|
|
162,995
|
|
|
Long-term debt
|
3,177,504
|
|
|
4,816,376
|
|
|
Total liabilities
|
6,608,141
|
|
|
8,548,890
|
|
|
|
|
|
|
|
Redeemable preferred units
|
-
|
|
|
528,248
|
|
|
|
|
|
|
|
Member's equity
|
8,698,304
|
|
|
8,171,095
|
|
|
Accumulated other comprehensive loss
|
(386)
|
|
|
(386)
|
|
|
Total member's equity
|
8,697,918
|
|
|
8,170,709
|
|
|
Noncontrolling interests
|
-
|
|
|
43,584
|
|
|
Total equity
|
8,697,918
|
|
|
8,214,293
|
|
|
Total liabilities and member's equity
|
$
|
15,306,059
|
|
|
$
|
17,291,431
|
|
Presented below are Statements of Operations of the UnSub Group for the three and nine months ended September 30, 2026 and 2025 (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UnSub Group
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Revenue
|
$
|
1,193,473
|
|
|
$
|
1,265,030
|
|
|
$
|
3,623,842
|
|
|
$
|
3,839,392
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Programming and other direct costs
|
373,371
|
|
|
414,770
|
|
|
1,155,598
|
|
|
1,285,685
|
|
|
Other operating expenses
|
348,662
|
|
|
336,922
|
|
|
1,057,595
|
|
|
1,068,554
|
|
|
Restructuring, impairments and other operating items (a)
|
2,149,608
|
|
|
3,911
|
|
|
3,720,166
|
|
|
54,645
|
|
|
Depreciation and amortization
|
227,504
|
|
|
230,379
|
|
|
709,736
|
|
|
678,371
|
|
|
Operating income (loss)
|
(1,905,672)
|
|
|
279,048
|
|
|
(3,019,253)
|
|
|
752,137
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
Interest expense, net
|
(89,076)
|
|
|
(21,687)
|
|
|
(254,693)
|
|
|
(22,015)
|
|
|
Loss on extinguishment of debt and write-off of deferred financing costs
|
-
|
|
|
-
|
|
|
(98,407)
|
|
|
-
|
|
|
Other expense, net
|
2
|
|
|
(560)
|
|
|
(732)
|
|
|
(2,095)
|
|
|
Income (loss) before income taxes
|
(1,994,746)
|
|
|
256,801
|
|
|
(3,373,085)
|
|
|
728,027
|
|
|
Income tax benefit (expense)
|
564,576
|
|
|
(80,212)
|
|
|
931,057
|
|
|
(228,843)
|
|
|
Net income (loss)
|
$
|
(1,430,170)
|
|
|
$
|
176,589
|
|
|
$
|
(2,442,028)
|
|
|
$
|
499,184
|
|
Presented below are Statements of Operations of Optimum CSC LLC for the three and nine months ended September 30, 2026 and 2025 (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Optimum CSC LLC
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Revenue
|
$
|
1,317,482
|
|
|
$
|
1,373,053
|
|
|
$
|
3,974,612
|
|
|
$
|
4,158,083
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Programming and other direct costs
|
392,975
|
|
|
421,570
|
|
|
1,199,375
|
|
|
1,312,765
|
|
|
Other operating expenses
|
378,597
|
|
|
369,092
|
|
|
1,148,313
|
|
|
1,161,986
|
|
|
Restructuring, impairments and other operating items
|
2,830,670
|
|
|
5,598
|
|
|
3,932,344
|
|
|
57,017
|
|
|
Depreciation and amortization
|
256,500
|
|
|
265,115
|
|
|
795,692
|
|
|
769,424
|
|
|
Operating income (loss)
|
(2,541,260)
|
|
|
311,678
|
|
|
(3,101,112)
|
|
|
856,891
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
Interest expense, net
|
(112,504)
|
|
|
(45,225)
|
|
|
(324,118)
|
|
|
(91,784)
|
|
|
Gain (loss) on interest rate swap contracts, net
|
-
|
|
|
1,147
|
|
|
2,398
|
|
|
(142)
|
|
|
Loss on extinguishment of debt and write-off of deferred financing costs
|
-
|
|
|
-
|
|
|
(106,045)
|
|
|
-
|
|
|
Other expense, net
|
(20)
|
|
|
(587)
|
|
|
(801)
|
|
|
(2,183)
|
|
|
Income (loss) before income taxes
|
(2,653,784)
|
|
|
267,013
|
|
|
(3,529,678)
|
|
|
762,782
|
|
|
Income tax benefit (expense)
|
700,003
|
|
|
(80,279)
|
|
|
930,781
|
|
|
(229,086)
|
|
|
Net income (loss)
|
(1,953,781)
|
|
|
186,734
|
|
|
(2,598,897)
|
|
|
533,696
|
|
|
Net income attributable to noncontrolling interests
|
(9,998)
|
|
|
(4,184)
|
|
|
(27,355)
|
|
|
(17,571)
|
|
|
Net income attributable to redeemable noncontrolling interests
|
(19,475)
|
|
|
-
|
|
|
(19,475)
|
|
|
-
|
|
|
Net income (loss) attributable to Optimum CSC LLC sole member
|
$
|
(1,983,254)
|
|
|
$
|
182,550
|
|
|
$
|
(2,645,727)
|
|
|
$
|
516,125
|
|
Presented below are Statements of Cash Flows of the UnSub Group (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UnSub Group
|
|
|
Nine Months Ended September 30,
|
|
|
2026
|
|
2025
|
|
Cash flows from operating activities:
|
|
|
|
|
Net income (loss)
|
$
|
(2,442,028)
|
|
|
$
|
499,184
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
Depreciation and amortization
|
709,736
|
|
|
678,371
|
|
|
Indefinite-lived cable franchise rights impairments
|
3,681,511
|
|
|
-
|
|
|
Loss on extinguishment of debt and write-off of deferred financing costs
|
98,407
|
|
|
-
|
|
|
Amortization of deferred financing costs on indebtedness
|
45,719
|
|
|
3,415
|
|
|
Share-based compensation expense
|
16,709
|
|
|
27,168
|
|
|
Deferred income taxes
|
(1,165,382)
|
|
|
(34,681)
|
|
|
Decrease in right-of-use assets
|
16,805
|
|
|
18,407
|
|
|
Allowance for credit losses
|
26,665
|
|
|
23,521
|
|
|
Other
|
17,400
|
|
|
1,637
|
|
|
Change in operating assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
Accounts receivable, trade
|
(19,167)
|
|
|
(29,052)
|
|
|
Prepaid expenses and other assets
|
(28,379)
|
|
|
(17,151)
|
|
|
Amounts due from and due to affiliates
|
217,117
|
|
|
92,337
|
|
|
Accounts payable and accrued liabilities
|
(181,790)
|
|
|
(37,284)
|
|
|
Interest payable
|
45,799
|
|
|
1,682
|
|
|
Deferred revenue
|
(6,087)
|
|
|
454
|
|
|
Net cash provided by operating activities
|
1,033,035
|
|
|
1,228,008
|
|
|
Cash flows from investing activities:
|
|
|
|
|
Capital expenditures
|
(414,456)
|
|
|
(416,062)
|
|
|
Other, net
|
795
|
|
|
400
|
|
|
Net cash used in investing activities
|
(413,661)
|
|
|
(415,662)
|
|
|
Cash flows from financing activities:
|
|
|
|
|
Proceeds from long-term debt, net
|
1,346,250
|
|
|
960,000
|
|
|
Repayment of debt
|
(980,091)
|
|
|
(3,833)
|
|
|
Distributions to parent
|
(134,931)
|
|
|
(1,603,209)
|
|
|
Additions to deferred financing costs
|
(112,849)
|
|
|
(65,937)
|
|
|
Net cash provided by (used in) financing activities
|
118,379
|
|
|
(712,979)
|
|
|
Net increase in cash and cash equivalents
|
737,753
|
|
|
99,367
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
28
|
|
|
(192)
|
|
|
Net increase in cash, cash equivalents and restricted cash
|
737,781
|
|
|
99,175
|
|
|
Cash, cash equivalents and restricted cash at beginning of year
|
124,271
|
|
|
8,254
|
|
|
Cash, cash equivalents and restricted cash at end of period
|
$
|
862,052
|
|
|
$
|
107,429
|
|
Presented below are Statements of Cash Flows of Optimum CSC LLC (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Optimum CSC LLC
|
|
|
Nine Months Ended September 30,
|
|
|
2026
|
|
2025
|
|
Cash flows from operating activities:
|
|
|
|
|
Net income (loss)
|
$
|
(2,598,897)
|
|
|
$
|
533,696
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
Depreciation and amortization
|
795,692
|
|
|
769,425
|
|
|
Indefinite-lived cable franchise rights impairments
|
3,681,511
|
|
|
-
|
|
|
Loss on extinguishment of debt and write-off of deferred financing costs
|
106,045
|
|
|
-
|
|
|
Amortization of deferred financing costs and discounts on indebtedness
|
48,827
|
|
|
6,064
|
|
|
Share-based compensation expense
|
16,709
|
|
|
27,168
|
|
|
Deferred income taxes
|
(1,165,297)
|
|
|
(34,499)
|
|
|
Decrease in right-of-use assets
|
20,746
|
|
|
22,149
|
|
|
Allowance for credit losses
|
26,216
|
|
|
23,330
|
|
|
Non-cash exchange of Optimum shares for redeemable preferred units
|
103,326
|
|
|
-
|
|
|
Other
|
17,392
|
|
|
771
|
|
|
Change in operating assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
Accounts receivable, trade
|
(19,841)
|
|
|
(36,012)
|
|
|
Prepaid expenses and other assets
|
(25,315)
|
|
|
(28,438)
|
|
|
Amounts due from and due to affiliates
|
176,047
|
|
|
91,669
|
|
|
Accounts payable and accrued liabilities
|
(117,521)
|
|
|
(43,848)
|
|
|
Interest payable
|
32,972
|
|
|
(8,607)
|
|
|
Deferred revenue
|
83,462
|
|
|
53,354
|
|
|
Interest rate swap contracts
|
932
|
|
|
6,563
|
|
|
Net cash provided by operating activities
|
1,183,006
|
|
|
1,382,785
|
|
|
Cash flows from investing activities:
|
|
|
|
|
Capital expenditures
|
(635,113)
|
|
|
(556,094)
|
|
|
Payments for acquisitions, net of cash acquired
|
-
|
|
|
(9,000)
|
|
|
Other, net
|
788
|
|
|
401
|
|
|
Net cash used in investing activities
|
(634,325)
|
|
|
(564,693)
|
|
|
Cash flows from financing activities:
|
|
|
|
|
Proceeds from long-term debt, net
|
3,003,204
|
|
|
960,000
|
|
|
Repayment of debt
|
(2,514,274)
|
|
|
(8,965)
|
|
|
Issuance of preferred units, net of fees
|
289,197
|
|
|
-
|
|
|
Principal payments on finance lease obligations
|
(263)
|
|
|
(289)
|
|
|
Additions to deferred financing costs
|
(138,130)
|
|
|
(65,937)
|
|
|
Distributions to parent
|
(223,605)
|
|
|
(1,629,671)
|
|
|
Distributions to noncontrolling interests, net
|
-
|
|
|
(26,452)
|
|
|
Payments for tender offer including related costs
|
(140,702)
|
|
|
-
|
|
|
Net cash provided by (used in) financing activities
|
275,427
|
|
|
(771,314)
|
|
|
Net increase in cash and cash equivalents
|
824,108
|
|
|
46,778
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
28
|
|
|
(192)
|
|
|
Net increase in cash, cash equivalents and restricted cash
|
824,136
|
|
|
46,586
|
|
|
Cash, cash equivalents and restricted cash at beginning of year
|
185,349
|
|
|
111,168
|
|
|
Cash, cash equivalents and restricted cash at end of period
|
$
|
1,009,485
|
|
|
$
|
157,754
|
|
Presented below is a reconciliation of the net loss to adjusted EBITDA for CSC Holdings Restricted Group (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CSC Holdings Restricted Group
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Net loss
|
$
|
(899,173)
|
|
|
$
|
(1,379,569)
|
|
|
$
|
(2,693,837)
|
|
|
$
|
(1,893,858)
|
|
|
Income tax expense (benefit)
|
19,344
|
|
|
(514,800)
|
|
|
(559,086)
|
|
|
(728,832)
|
|
|
Other income, net
|
1,251
|
|
|
721
|
|
|
218
|
|
|
205
|
|
|
Loss (gain) on investments and sale of affiliate interests, net
|
-
|
|
|
(1,754)
|
|
|
10,958
|
|
|
(1,759)
|
|
|
Loss on extinguishment of debt and write-off of deferred financing costs
|
-
|
|
|
-
|
|
|
-
|
|
|
1,693
|
|
|
Interest expense, net
|
368,792
|
|
|
415,514
|
|
|
1,093,438
|
|
|
1,244,880
|
|
|
Depreciation and amortization
|
137,760
|
|
|
150,193
|
|
|
412,140
|
|
|
474,066
|
|
|
Restructuring, impairments and other operating items (a)
|
590,289
|
|
|
1,562,521
|
|
|
2,423,211
|
|
|
1,599,471
|
|
|
Share-based compensation
|
3,314
|
|
|
4,528
|
|
|
12,005
|
|
|
16,460
|
|
|
Adjusted EBITDA
|
$
|
221,577
|
|
|
$
|
237,354
|
|
|
$
|
699,047
|
|
|
$
|
712,326
|
|
(a)Includes impairment charges related to our indefinite-lived cable franchise rights of $2,218,489 for the nine months ended September 30, 2026 and $1,611,308 for the nine months ended September 30, 2025. Also includes attributed charges related to the non-cash exchange of Optimum shares for redeemable preferred units and the tender offer totaling $107,903 for the nine months ended September 30, 2026.
Presented below is a reconciliation of the net income (loss) to adjusted EBITDA for the UnSub Group (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The UnSub Group
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Net income (loss)
|
$
|
(1,430,170)
|
|
|
$
|
176,589
|
|
|
$
|
(2,442,028)
|
|
|
$
|
499,184
|
|
|
Income tax expense (benefit)
|
(564,576)
|
|
|
80,212
|
|
|
(931,057)
|
|
|
228,843
|
|
|
Other expense, net
|
(2)
|
|
|
560
|
|
|
732
|
|
|
2,095
|
|
|
Loss on extinguishment of debt and write-off of deferred financing costs
|
-
|
|
|
-
|
|
|
98,407
|
|
|
-
|
|
|
Interest expense, net
|
89,076
|
|
|
21,687
|
|
|
254,693
|
|
|
22,015
|
|
|
Depreciation and amortization
|
227,504
|
|
|
230,379
|
|
|
709,736
|
|
|
678,371
|
|
|
Restructuring, impairments and other operating items (a)
|
2,149,608
|
|
|
3,911
|
|
|
3,720,166
|
|
|
54,645
|
|
|
Share-based compensation
|
4,784
|
|
|
7,485
|
|
|
16,709
|
|
|
27,168
|
|
|
Adjusted EBITDA
|
$
|
476,224
|
|
|
$
|
520,823
|
|
|
$
|
1,427,358
|
|
|
$
|
1,512,321
|
|
(a)Includes attributed impairment charges related to our indefinite-lived cable franchise rights of $3,681,511 for the nine months ended September 30, 2026.
Presented below is a reconciliation of the net income (loss) to adjusted EBITDA for Optimum CSC LLC (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Optimum CSC LLC
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Net income (loss)
|
$
|
(1,953,781)
|
|
|
$
|
186,734
|
|
|
$
|
(2,598,897)
|
|
|
$
|
533,696
|
|
|
Income tax expense (benefit)
|
(700,003)
|
|
|
80,279
|
|
|
(930,781)
|
|
|
229,086
|
|
|
Other expense, net
|
20
|
|
|
587
|
|
|
801
|
|
|
2,183
|
|
|
Loss (gain) on interest rate swap contracts, net
|
-
|
|
|
(1,147)
|
|
|
(2,398)
|
|
|
142
|
|
|
Loss on extinguishment of debt and write-off of deferred financing costs
|
-
|
|
|
-
|
|
|
106,045
|
|
|
-
|
|
|
Interest expense, net
|
112,504
|
|
|
45,225
|
|
|
324,118
|
|
|
91,784
|
|
|
Depreciation and amortization
|
256,500
|
|
|
265,115
|
|
|
795,692
|
|
|
769,424
|
|
|
Restructuring, impairments and other operating items (a)
|
2,830,670
|
|
|
5,598
|
|
|
3,932,344
|
|
|
57,017
|
|
|
Share-based compensation
|
4,784
|
|
|
7,485
|
|
|
16,709
|
|
|
27,168
|
|
|
Adjusted EBITDA
|
$
|
550,694
|
|
|
$
|
589,876
|
|
|
$
|
1,643,633
|
|
|
$
|
1,710,500
|
|
(a)Includes attributed impairment charges related to our indefinite-lived cable franchise rights of $3,681,511 and attributed charges related to the non-cash exchange of Optimum shares for redeemable preferred units and the tender offer totaling $209,452 for the nine months ended September 30, 2026.
LIQUIDITY AND CAPITAL RESOURCES
Optimum Communications has no operations independent of its subsidiaries. Funding for our subsidiaries has generally been provided by cash flow from their respective operations, cash on hand and borrowings under the CSC Holdings revolving credit facility and the proceeds from the issuance of securities and borrowings under syndicated term loans in the capital markets. Our decision as to the use of cash generated from operating activities, cash on hand, borrowings under the revolving credit facility or accessing the capital markets has been based upon an ongoing review of the funding needs of the business, the optimal allocation of cash resources, the timing of cash flow generation and the cost of borrowing under the revolving credit facility, debt securities, and syndicated term loans.
As reflected on the consolidated financial statements, as of September 30, 2026, we had cash and cash equivalents of $1,100,796, and we had principal amounts of debt of $4,115,000 maturing in April 2027 and $2,225,000 maturing in July 2027. Our ability to address these maturities depends on our ability to successfully restructure, refinance or otherwise extend such indebtedness or to raise additional capital to repay the indebtedness.
Because we do not currently have committed financing or cash and cash equivalents combined with projected future cash flows sufficient to satisfy our debt maturities arising within the next twelve months, substantial doubt exists about our ability to continue as a going concern within one year after the date these consolidated financial statements are issued. While management is pursuing efforts to restructure or refinance the Company's debt, or to raise additional capital sufficient to satisfy these debt maturities, there is no assurance these efforts will be successful. See "Risk Factors-We currently do not have the necessary cash on hand, projected future cash flows or committed financing to fund our obligations over the next twelve months, which raises substantial doubt about our ability to continue as a going concern" for additional information on risks related to our indebtedness.
Debt Outstanding
The following tables summarize the carrying value of our outstanding debt, net of unamortized deferred financing costs, discounts and premiums (excluding accrued interest) as of September 30, 2026, as well as interest expense for the nine months ended September 30, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CSC Holdings Restricted Group
|
|
The UnSub Group
|
|
Lightpath
|
|
Optimum Communications/ CSC Holdings
|
|
Debt outstanding (a)(b):
|
|
|
|
|
|
|
|
|
Credit facility debt
|
$
|
5,027,272
|
|
|
$
|
3,177,504
|
|
|
$
|
-
|
|
|
$
|
8,204,776
|
|
|
Senior guaranteed notes
|
10,687,543
|
|
|
-
|
|
|
-
|
|
|
10,687,543
|
|
|
Senior notes
|
6,160,668
|
|
|
-
|
|
|
-
|
|
|
6,160,668
|
|
|
Subtotal
|
21,875,483
|
|
|
3,177,504
|
|
|
-
|
|
|
25,052,987
|
|
|
Secured Fiber Network Revenue Notes
|
-
|
|
|
-
|
|
|
1,634,185
|
|
|
1,634,185
|
|
|
Finance lease obligations
|
129,731
|
|
|
-
|
|
|
-
|
|
|
129,731
|
|
|
Total debt
|
$
|
22,005,214
|
|
|
$
|
3,177,504
|
|
|
$
|
1,634,185
|
|
|
$
|
26,816,903
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense (a)
|
$
|
1,099,286
|
|
|
$
|
263,914
|
|
|
$
|
72,935
|
|
|
$
|
1,436,135
|
|
(a)Excludes principal balance of notes payable to affiliate reflected on CSC Holdings' balance sheet and the related interest expense which are eliminated in the Optimum Communications consolidated financial statements. See Note 13.
(b)Includes interest expense of $3,167 related to the NYC ABS receivables facility loan that was repaid in January 2026.
Payment Obligations Related to Debt
As of September 30, 2026, total amounts payable in connection with our outstanding obligations, including related interest, but excluding finance lease obligations and the impact of our interest swap agreements, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CSC Holdings Restricted Group
|
|
UnSub Group
|
|
Lightpath
|
|
Optimum Communications/
CSC Holdings
|
|
2026
|
$
|
318,895
|
|
|
$
|
71,300
|
|
|
$
|
23,798
|
|
|
$
|
413,993
|
|
|
2027
|
7,542,612
|
|
|
304,013
|
|
|
93,899
|
|
|
7,940,524
|
|
|
2028
|
3,939,143
|
|
|
3,628,888
|
|
|
95,451
|
|
|
7,663,482
|
|
|
2029
|
4,385,844
|
|
|
-
|
|
|
94,417
|
|
|
4,480,261
|
|
|
2030
|
6,018,844
|
|
|
-
|
|
|
94,417
|
|
|
6,113,261
|
|
|
Thereafter
|
3,109,375
|
|
|
-
|
|
|
1,703,313
|
|
|
4,812,688
|
|
|
Total
|
$
|
25,314,713
|
|
|
$
|
4,004,201
|
|
|
$
|
2,105,295
|
|
|
$
|
31,424,209
|
|
For financing purposes, we have three debt silos: CSC Holdings, the UnSub Group (defined below) and Lightpath. The CSC Holdings silo is structured as a restricted group (the "CSC Holdings Restricted Group") and an unrestricted group, which includes Cablevision Litchfield, LLC ("Cablevision Litchfield"), CSC Optimum Holdings, LLC ("CSC Optimum") and certain subsidiaries of CSC Holdings designated as "unrestricted subsidiaries" for the purposes of the CSC Holdings silo (collectively, the "UnSub Group"). The CSC Holdings Restricted Group is comprised of CSC Holdings and its wholly-owned operating subsidiaries, excluding Lightpath and the UnSub Group. The CSC Holdings Restricted Group is subject to the covenants and restrictions of CSC Holdings' credit facility and indentures governing the notes issued by CSC Holdings. The Lightpath silo includes substantially all of Lightpath's operating subsidiaries which are subject to the covenants and restrictions of the secured fiber network revenue notes issued by Lightpath. The UnSub Group is subject to the covenants and restrictions of the UnSub Group Facility.
The obligations under the CSC Holdings Restricted Group Credit Facility are guaranteed on a senior secured basis by each material restricted subsidiary of CSC Holdings (other than certain excluded subsidiaries). The obligations under the CSC Holdings Restricted Group Credit Facility (including any guarantees thereof) are secured on a first priority basis, subject to permitted liens, by capital stock held by CSC Holdings and any guarantor in restricted subsidiaries of CSC Holdings, subject to certain exclusions and limitations. The obligations under the CSC Holdings Senior Guaranteed Notes are guaranteed on a senior unsecured basis by each restricted subsidiary of CSC Holdings that guarantees the obligations under the CSC Holdings Restricted Group Credit Facility.
CSC Holdings Restricted Group
Sources of cash for the CSC Holdings Restricted Group include primarily cash flow from the operations of the businesses in the CSC Holdings Restricted Group, borrowings under its credit facility and issuance of securities in the capital markets, contributions from its parent, and, from time to time, distributions or loans from its subsidiaries. The CSC Holdings Restricted Group's principal uses of cash include: capital spending, in particular, the capital requirements associated with the upgrade of our digital broadband, video, and telephony services, including costs to build our FTTH network; debt service; other corporate expenses and changes in working capital; and investments that it may fund from time to time.
CSC Holdings Credit Facilities
In October 2015, a wholly-owned subsidiary of Optimum Communications, which merged with and into CSC Holdings on June 21, 2016, entered into a senior secured credit facility, which, as amended, currently provides for U.S. dollar term loans comprising (i) an incremental term loan amount of $3,000,000 ($2,805,000 outstanding as of September 30, 2026) ("Incremental Term Loan B-5") and U.S. dollar revolving loan commitments in an aggregate principal amount of $2,475,000 ($2,225,000 outstanding as of September 30, 2026) (the "CSC Revolving Credit Facility" and, together with the Incremental Term Loan B-5, the "CSC Credit Facilities"), which are governed by a credit facilities agreement entered into by, inter alios, CSC Holdings, certain lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent and security agent (as amended, restated, supplemented, or otherwise modified from time to time, the "CSC Credit Facilities Agreement").
In November 2025, the proceeds from the issuance of the Incremental Term Loan B-7 were used to (i) repay the outstanding principal balance of the Incremental Term Loan B-6 and (ii) pay the fees, costs and expenses associated with these transactions.
At September 30, 2026, $177,979 of the CSC Revolving Credit Facility was restricted for certain letters of credit issued on our behalf and $72,021 was undrawn and available, subject to covenant limitations.
As of September 30, 2026, CSC Holdings was in compliance with applicable financial covenants under the CSC Credit Facilities.
See Note 9 to our consolidated financial statements for further information regarding the CSC Credit Facilities Agreement.
Senior Guaranteed Notes and Senior Notes
As of September 30, 2026, CSC Holdings was in compliance with the covenants under each respective indenture by which the senior guaranteed notes and senior notes were issued.
UnSub Group Credit Facility
On November 25, 2025, the UnSub Group entered into a Credit Agreement (the "Initial UnSub Group Credit Facility") and as later amended or restated as described below, the "UnSub Group Credit Facility"), by and among Cablevision Litchfield and CSC Optimum, each as a borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. The Initial UnSub Group Credit Facility provided for, among other things, initial term loans in an aggregate principal amount of $2,000,000 (the "Initial UnSub Group Credit Facility Loans"). The Initial UnSub Group Credit Facility Loans were used to repay in full the Incremental Term Loan B-7 under the CSC Holdings Restricted Group Credit Facility.
On January 12, 2026, the UnSub Group entered into an Amended and Restated Credit Agreement (the "A&R UnSub Group Credit Agreement"), by and among Cablevision Litchfield and CSC Optimum, each as a borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. The A&R UnSub Group Credit Agreement provided for, among other things, incremental term loans in an aggregate principal amount of $1,100,000 (the "Incremental UnSub Group Credit Facility Loans" and, together with the Initial UnSub Group Credit Facility Loans and the Second Incremental UnSub Group Credit Facility Loans (as defined below), the "UnSub Group, the "Credit Facility Loans"). Effective February 11, 2026, Cablevision Funding joined the A&R UnSub Group Credit Agreement as borrower under solely the Incremental UnSub Group Credit Facility Loans. The A&R UnSub Group Credit Agreement amended and restated the Initial UnSub Group Credit Facility in its entirety. The Incremental UnSub Group Credit Facility Loans were used to repay Receivables Facility Loan and Security Agreement, dated as of July 16, 2025 (the "NYC ABS Loan and Security Agreement"), by and among Cablevision Funding LLC, Cablevision SPE Guarantor LLC, the other loan parties party thereto from time to time, each of the financial institutions from time to time party thereto as lenders, Alter Domus (US) LLC, as administrative agent, Citibank, N.A., as Account Bank (as defined therein), Citibank, N.A., as collateral agent, and Goldman Sachs Bank USA and TPG Angelo Gordon, as structuring agents, and pay certain costs associated with the transactions. The remaining proceeds were used for other general corporate purposes. The UnSub Group Credit Facility Loans (i) mature on November 25, 2028, (ii) accrue interest at a fixed rate per annum equal to 9.0%, and (iii) do not amortize.
In May 2026, the UnSub Group entered into Amendment No. 1 to the Initial UnSub Group Credit Facility. The amendment established an "Applicable Premium" following certain CSC Holdings insolvency events, generally equal to the interest that would have accrued on affected term loans through maturity. It did not change the principal amount, lender commitments, interest rate, maturity, amortization, collateral or guarantees, financial covenants or reporting requirements. The Company incurred customary consent, advisory and legal fees.
The UnSub Group entered into a Second Amended and Restated Credit Agreement, dated as of July 6, 2026 (the "Second A&R UnSub Group Credit Agreement"). The Second A&R UnSub Group Credit Agreement amended and restated the A&R UnSub Group Credit Agreement in its entirety, and provides for, among other things, an incremental term loan commitment in an aggregate principal amount of $250,000. The loans made pursuant to such incremental term loan commitment on July 6, 2026 (the "Second Incremental UnSub Group Credit Facility Loans") have terms which are substantially similar to those of term loans that have been outstanding under the A&R UnSub Group Credit Agreement, which term loans will remain outstanding under the Second A&R UnSub Group Credit
Agreement, and (i) mature on November 25, 2028, (ii) accrue interest at a fixed rate per annum equal to 9.0% and (iii) do not amortize. The proceeds are expected to be used for general corporate purposes.
The obligations under the UnSub Group Credit Facility are guaranteed on a senior secured basis by certain subsidiaries included in our UnSub Group (other than CSC TKR Intermediate, LLC, CSC TKR, LLC and their subsidiaries, which own and operate our New Jersey cable television systems), subject to certain limitations. The obligations under the UnSub Group Credit Facility are secured by a first-priority lien on substantially all of the assets of each borrower and guarantor thereunder, subject to certain exclusions and limitations.
Lightpath
Sources of cash for Lightpath include existing cash balances, operating cash flows from its operating subsidiaries and availability under the Variable Funding Notes and a Liquidity Funding Note facility discussed below.
Lightpath Secured Fiber Network Revenue Notes
On March 3, 2026, Cablevision Lightpath LLC ("Lightpath") refinanced all of its outstanding indebtedness through an asset-backed securitization ("ABS") transaction. In connection with the refinancing, Lightpath repaid in full and terminated all prior debt facilities, including its senior notes, senior secured notes and its term loan facility balance previously outstanding. Upon repayment, all liens and guarantees associated with this indebtedness were released and all commitments were terminated.
The refinancing was executed through the issuance by Lightpath Fiber Issuer LLC (the "Issuer") of Secured Fiber Network Revenue Notes, Series 2026-1 (the "Series 2026-1 Notes"). The Issuer is a newly formed, wholly owned and bankruptcy-remote indirect subsidiary of Lightpath.
The notes consist of $1,527,000 in aggregate principal amount of Series 2026-1, Class A-2 Notes (the "Class A-2 Notes") and $130,000 in aggregate principal amount of Series 2026-1, Class B Notes (the "Class B Notes" and together with the Class A-2 Notes, the "Series 2026-1 Term Notes"). The Class A-2 Notes bear interest at a rate of 5.597%, and the Class B Notes bear interest at a rate of 5.890%. Deferred financing costs incurred with the issuance of these notes amounted to $25,281.
In addition to the Series 2026-1 Term Notes, the Issuer also issued Variable Funding Notes ("VFN") with a revolving commitment of up to $100,000 (expandable to $300,000 subject to conditions), and Liquidity Funding Notes with a single draw commitment of up to $45,000, designed to support working capital and liquidity needs within the ABS structure.
Proceeds from the issuance of the Series 2026-1 Term Notes were used to repay all outstanding Lightpath indebtedness existing prior to the refinancing, fund required reserve accounts, including a liquidity reserve account, pay transaction fees, expenses, and other costs associated with the ABS issuance and general corporate purposes.
The Series 2026-1 Term Notes are secured by the fiber network assets and related customer agreements owned by Lightpath's asset-owning securitized subsidiaries, which collectively serve as collateral for the securitization. The Notes are non-recourse to Lightpath and its non-securitized subsidiaries.
Interest on the Series 2026-1 Term Notes is fixed, payable monthly in arrears, beginning April 2026, and mature in March 2031. The securitization includes customary cash-flow waterfalls, reserve accounts, financial covenants-including a senior debt service coverage ratio-and provisions for optional and mandatory prepayments.
Following this refinancing, Lightpath's revolving credit facility is no longer available, and borrowings will occur within the ABS structure through the VFN, subject to meeting required borrowing conditions. As of September 30, 2026, $6,288 of the available VFN facility was restricted for certain letters of credit issued on Lightpath's behalf.
Private Placement of Redeemable Preferred Units
On May 29, 2026, CSC Investments II LLC (which was subsequently renamed as Optimum CSC LLC ("Optimum CSC")), an indirect wholly owned subsidiary of Optimum Communications, sold to certain institutional accredited investors newly issued Series A Preferred Units of Optimum CSC (the "Preferred Units") having an initial stated value of $300,000 for an aggregate purchase price of $300,000 (the "Private Placement Transaction"). See Note 9 of the accompanying consolidated financial statements for further details.
Private Exchange Transaction
On May 29, 2026, Optimum CSC entered into an exchange transaction (the "Private Exchange Transaction") with Next Alt and its affiliate, Next Partner, L.P. ("Next Partner" and, together with Next Alt, the "Next Entities"), certain
members of Optimum Communications' board of directors and executive management. In the Private Exchange Transaction, Optimum CSC issued additional Preferred Units having an initial stated value of $200,000 to Next Partner in exchange for 5,846,652 shares of Optimum Class A common stock, par value $0.01 per share ("Class A shares") owned by Next Alt, and 74,153,348 shares of Optimum Class B common stock, par value $0.01 per share ("Class B shares") owned by Next Alt, implying a price of $2.50 per common share, and Preferred Units having an aggregate initial stated value of $12,503 to such members of Optimum Communications' board of directors and executive management in exchange for 5.0 million Class A shares. Such exchanged common shares are held by Optimum CSC and were not canceled. See Note 9 of the accompanying consolidated financial statements for further details.
Next Alt is a personal holding company of Patrick Drahi, who is its controlling shareholder and a member of Optimum Communications' board of directors. As of May 27, 2026, Next Alt beneficially owned approximately 39.6% of the Company's outstanding Class A shares and approximately 99.9% of the Company's outstanding Class B shares, representing in the aggregate approximately 94.0% of the voting power of the Company. After giving effect to the Private Exchange Transaction, Next Alt beneficially owned approximately 27.8% of the Company's outstanding Class A shares and approximately 99.9% of the Company's outstanding Class B shares, representing in the aggregate approximately 90.5% of the voting power of the Company.
Cash Tender Offer
In July 2026, in accordance with the terms and conditions of a tender offer by Optimum CSC (the "Tender Offer") to purchase shares of Class A common stock of Optimum Communications from unaffiliated stockholders at a purchase price of $2.50 per share, Optimum CSC purchased 120,000,000 shares for an aggregate purchase price of $300,000, excluding fees and expenses related to the Tender Offer. See Note 1 of the accompanying consolidated financial statements for further details.
Fair Value of Debt
At September 30, 2026, the fair value of our fixed rate debt, comprised of our senior guaranteed, our senior notes, UnSub Group Credit Facility and secured fiber network revenue notes of $10,984,154 was lower than its carrying value of $21,659,900 by $10,675,746. The fair value of these financial instruments is estimated based on reference to quoted market prices for these or comparable securities or in the case of our UnSub Group Credit Facility loan based on a discounted cash flow model. Our floating rate borrowings, comprised of our term loan and revolving credit facilities bear interest in reference to current SOFR-based market rates and thus their principal values approximate fair value. The effect of a hypothetical 100 basis point decrease in interest rates prevailing at September 30, 2026 would increase the estimated fair value of our fixed rate debt by $205,537 to $11,189,691. This estimate is based on the assumption of an immediate and parallel shift in interest rates across all maturities.
Interest Rate Risk
To manage interest rate risk, we have from time to time entered into interest rate swap contracts to adjust the proportion of total debt that is subject to variable and fixed interest rates. Such contracts effectively fix the borrowing rates on floating rate debt to provide an economic hedge against the risk of rising rates and effectively convert fixed rate borrowings to variable rates to permit us to realize lower interest expense in a declining interest rate environment. We monitor the financial institutions that are counterparties to our interest rate swap contracts and we only enter into interest rate swap contracts with financial institutions that are rated investment grade. All such contracts are carried at their fair market values on our consolidated balance sheets, with changes in fair value reflected in the consolidated statements of operations. Our interest rate swap contracts are not designated as hedges for accounting purposes. In February 2026, we terminated all our interest rate swap agreements and received cash of $2,458. For the nine months ended September 30, 2026, we recorded a gain on interest rate swap contracts of $2,398.
As of September 30, 2026, we did not hold and have not issued derivative instruments for trading or speculative purposes.
Capital Expenditures
The following table presents our capital expenditures:
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Three Months Ended September 30,
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Nine Months Ended September 30,
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2026
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2025
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2026
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2025
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Customer premise equipment
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$
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93,109
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$
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89,002
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$
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273,006
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$
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297,024
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Network infrastructure
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115,335
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135,425
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310,872
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404,819
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Support and other
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49,185
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42,842
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137,161
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194,809
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Business Services
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89,413
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58,251
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253,732
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168,511
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Capital expenditures (cash basis)
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347,042
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325,520
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974,771
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1,065,163
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Right-of-use assets acquired in exchange for finance lease obligations
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25,308
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22,629
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44,494
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40,831
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Notes payable issued to vendor for the purchase of equipment and other assets
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-
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-
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2,511
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-
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Change in accrued and unpaid purchases and other
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29,761
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(19,774)
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(7,921)
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(59,209)
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Capital expenditures (accrual basis)
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$
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402,111
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$
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328,375
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$
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1,013,855
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$
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1,046,785
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Customer premise equipment includes expenditures for drop cable, fiber gateways, modems, routers and other equipment installed at customer locations. Network infrastructure includes (i) scalable infrastructure, such as headend and related equipment, (ii) line extensions, such as fiber and coaxial cable, amplifiers, electronic equipment and design and engineering costs to expand the network, and (iii) upgrade and rebuild, including costs to modify or replace existing segments of the network. Support and other capital expenditures include costs associated with the replacement or enhancement of non-network assets, such as software systems, vehicles, facilities, and office equipment. Business services capital expenditures include primarily equipment, support and other costs related to our fiber-based telecommunications business serving enterprise customers.
Cash Flow Discussion
Optimum Communications
Operating Activities
Net cash provided by operating activities amounted to $477,599 for the nine months ended September 30, 2026 as compared to $746,896 for the nine months ended September 30, 2025.
The decrease in net cash provided by operating activities of $269,297 in 2026 as compared to 2025 resulted from a decrease in net income before depreciation and amortization and other non-cash items of $367,683, offset by an increase of $98,386 due to changes in working capital (including an increase in interest payments of $9,417, offset by a decrease in tax payments of $8,415) as a result of the timing of payments of liabilities, and collections of accounts receivable, among other items.
Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2026 was $967,393 compared to $1,010,693 for the nine months ended September 30, 2025. Our investing activities consisted primarily of capital expenditures of $974,771 and $1,065,163 for the nine months ended September 30, 2026 and 2025, respectively.
Financing Activities
Net cash provided by financing activities amounted to $528,362 for the nine months ended September 30, 2026, compared to $1,050,283 for the nine months ended September 30, 2025.
In 2026, our financing activities consisted of proceeds from long-term debt of $3,103,204 and proceeds from the issuance of redeemable preferred units (net of fees paid) of $289,197, offset by the repayment of debt of $2,552,567, additions to deferred financing costs of $138,130, tender offer payments (including related costs) of $140,702 and other cash payments of $32,640.
In 2025, our financing activities consisted primarily of proceeds from long-term debt of $1,835,000, partially offset by the repayment of debt of $577,619, principal payments on finance lease obligations of $98,347, additions to
deferred financing costs of $65,937, distributions to noncontrolling interests of $26,452, and other cash payments of $16,362.
CSC Holdings
Operating Activities
Net cash provided by operating activities amounted to $472,338 for the nine months ended September 30, 2026 as compared to $750,819 for the nine months ended September 30, 2025.
The decrease in cash provided by operating activities of $278,481 in 2026 as compared to 2025 resulted from a decrease in net income before depreciation and amortization and other non-cash items of $363,661, offset by an increase of $85,180 due to changes in working capital (including an increase in interest payments of $9,049, offset by a decrease in tax payments of $8,415) as a result of the timing of payments of liabilities and collections of accounts receivable, among other items.
Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2026 was $967,393 compared to $1,010,693 for the nine months ended September 30, 2025. CSC Holdings' investing activities consisted primarily of capital expenditures of $974,771 and $1,065,163 for the nine months ended September 30, 2026 and 2025, respectively.
Financing Activities
Net cash provided by financing activities amounted to $529,712 for the nine months ended September 30, 2026, compared to $1,045,407 for the nine months ended September 30, 2025.
In 2026, CSC Holdings' financing activities consisted of proceeds from long-term debt of $3,103,204 and proceeds from issuance of redeemable preferred units of $289,197, offset by repayment of debt of $2,558,567, additions to deferred financing costs of $138,130, tender offer payments (including related costs) of $140,702 and other cash payments of $25,290.
In 2025, CSC Holdings' financing activities consisted primarily of proceeds from long-term debt of $1,835,000, partially offset by repayment of debt of $583,619, principal payments on finance lease obligations of $98,347, additions to deferred financing costs of $65,937, distributions to noncontrolling interests of $26,452, distributions to parent of $9,738 and other cash payments of $5,500.
Commitments and Contingencies
As of September 30, 2026, our commitments and contingencies not reflected on our balance sheet increased to approximately $5,300,000 as compared to approximately $4,100,000 as of December 31, 2025. This increase relates primarily to contract renewals, partially offset by payments made in 2026 pursuant to programming commitments and due to a decrease in the number of video customers as of September 30, 2026 as compared to December 31, 2025.
The preparation of our consolidated financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, revenue and expenses. For a complete discussion of the accounting judgments and estimates that we have identified as critical in the preparation of our consolidated financial statements, please refer to our Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report.