Item 1. Business
This combined Annual Report on Form 10-K is separately filed by Cablevision Systems Corporation ("Cablevision") and CSC Holdings, LLC ("CSC Holdings" and collectively with Cablevision, the "Company" or the "Registrants").
Cablevision Systems Corporation
Cablevision is a Delaware corporation which was organized in 1997. Cablevision owns all of the outstanding membership interests in CSC Holdings and its liabilities include approximately $2.8 billion of senior notes which amount does not include approximately $611 million of its senior notes held by Newsday Holdings LLC ("Newsday Holdings"), its 97.2% owned subsidiary. The $611 million of notes are eliminated in Cablevision's consolidated financial statements and are shown as notes due from Cablevision in total member's deficiency of CSC Holdings. Cablevision has no operations independent of its CSC Holdings subsidiary.
CSC Holdings
CSC Holdings is one of the largest cable operators in the United States based on the number of video customers. As of December 31, 2014, we served approximately 2.7 million video customers in and around the New York metropolitan area. We believe that our cable systems (also referred to as our broadband network) in the New York metropolitan area comprise the largest metropolitan cluster of cable systems under common ownership in the United States (measured by number of video customers). We also provide high-speed data (also referred to as high-speed Internet access) and Voice over Internet Protocol ("VoIP") services using our broadband network. Through Cablevision Lightpath, Inc. ("Lightpath"), our wholly-owned subsidiary, we provide Ethernet-based data, Internet, voice and video transport and managed services, to the business market in the New York metropolitan area. In addition, through Newsday Holdings, we own approximately 97.2% of Newsday LLC ("Newsday") which operates a newspaper publishing business. We also own a cable television advertising sales business and regional news programming services businesses.
We classify our operations into three reportable segments: (1) Cable, consisting principally of our video, high-speed data, and VoIP services; (2) Lightpath; and (3) Other, consisting principally of (i) Newsday, which includes the Newsday daily newspaper, amNew York, Star Community Publishing Group, and online websites, (ii) the News 12 Networks, which provide regional news programming services, (iii) Cablevision Media Sales Corporation ("Cablevision Media Sales"), a cable television advertising company, and (iv) certain other businesses and unallocated corporate costs. Refer to Note 17 to our consolidated financial statements included in this Annual Report on Form 10-K for financial information about our segments.
On June 27, 2013, we completed the sale of substantially all of our Clearview Cinemas' theaters ("Clearview Cinemas") pursuant to an asset purchase agreement entered into in April 2013 (the "Clearview Sale"). On July 1, 2013, we completed the sale of our Bresnan Broadband Holdings, LLC subsidiary ("Bresnan Cable") pursuant to a purchase agreement entered into in February 2013 (the "Bresnan Sale"). For additional information concerning the Clearview Sale and the Bresnan Sale, see "Item 8. Financial Statements and Supplementary Data".
Effective as of the closing dates of the Clearview Sale and the Bresnan Sale, the Company no longer consolidates the financial results of Clearview Cinemas and Bresnan Cable. Accordingly, the historical financial results of Clearview Cinemas and Bresnan Cable have been reflected in the Company's consolidated financial statements as discontinued operations for all periods presented.
Cable
General
Cable television is a service that delivers multiple channels of video programming to subscribers who pay a monthly fee for the services they receive. Video signals are received over-the-air, by fiber optic transport or via satellite delivery by antennas, microwave relay stations and satellite earth stations and are modulated, amplified and distributed over a network of coaxial and fiber optic cable to the subscribers' television.
Cable television systems typically are constructed and operated pursuant to non-exclusive franchises awarded by local and state governmental authorities for specified periods of time.
Our cable television systems offer varying packages of video service. Our video service is marketed under the "Optimum" brand name. Our video services may include, among other programming, local broadcast network affiliates and independent television stations, certain other news, information, sports and entertainment channels such as CNN, AMC, CNBC, ESPN, MTV, The NFL Network and regional sports networks such as MSG Network, and certain premium services such as HBO, Showtime, The Movie
Channel, Starz, Encore and Cinemax. We also offer interactive video service, which enables customers to receive video on demand and subscription video on demand services, as well as interactive entertainment and advertising services.
Our Cable segment revenues are derived principally from monthly fees paid by subscribers. In addition to recurring subscriber revenues, we derive revenues from the sales of pay-per-view movies and events, video-on-demand and subscription video-on-demand program services, from the sale of advertising time on advertiser supported programming and from installation, equipment charges and other fees. We also provide high-speed data services using our broadband network. High-speed data services are provided to residential and small business customers through a cable modem device. The high-speed data service is marketed as "Optimum Online". We offer VoIP services to our residential and small business Optimum Online customers, marketed as "Optimum Voice". Our video, high-speed data and VoIP services accounted for 53%, 22% and 14%, respectively, of our consolidated revenues, net of inter-segment eliminations, for the year ended December 31, 2014. Certain services and equipment provided by substantially all of our cable systems are subject to regulation. See "Regulation".
The following table sets forth certain statistical data regarding our video, high-speed data and VoIP operations as of the dates indicated:
(a)
Represents number of households/businesses that receive at least one of the Company's services.
(b)
Video 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. In calculating the number of customers, we count all customers other than inactive/disconnected customers (see footnote (e) below). Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group such as our current and retired employees. Most of these accounts are also not entirely free, as they typically generate revenue through pay-per-view or other pay services. Free status is not granted to regular customers as a promotion. We count a bulk commercial customer, such as a hotel, as one customer, and do not count individual room units at that hotel. In counting bulk residential customers, such as an apartment building, we count each subscribing family unit within the building as one customer, but do not count the master account for the entire building as a customer.
(c)
Represents the estimated number of single residence homes, apartment and condominium units passed by the cable distribution network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our cable distribution network.
(d)
RPC is calculated by dividing the average monthly U.S. generally accepted accounting principles ("GAAP") revenues for the Cable segment for the fourth quarter of each year presented by the average number of total customers served by our cable systems for the same period.
(e)
Amounts exclude customers that were located in the areas most severely impacted by Superstorm Sandy who we were unable to contact and those whose billing we decided to suspend temporarily during restoration of their homes. These
customers represent approximately 11 thousand total, 10 thousand video, 9 thousand high-speed data and 7 thousand voice customers. Because of Superstorm Sandy, we suspended our normal collection efforts and non-pay disconnect policy during the fourth quarter of 2012. As a result, the customer information in the table above includes delinquent customer accounts that exceeded our normal disconnect timeline. Of these delinquent accounts, we estimated the number of accounts that we believed would be disconnected in 2013 as our normal collection and disconnect procedures resumed and our customer counts as of December 31, 2012 were reduced accordingly (27 thousand total, 24 thousand video, 23 thousand high-speed data and 19 thousand voice customers).
Subscriber Services
Video Services
Our cable systems offer a government mandated broadcast basic level of service which generally includes local over-the-air broadcast stations, such as network affiliates (e.g., ABC, NBC, CBS, FOX), and public, educational or governmental channels.
All of our cable systems also offer an expanded basic package of services, generally marketed as "The Optimum Value Package", which includes, among other programming, news, information, entertainment, and sports channels such as, Fox News Channel, CNBC, TLC, ESPN, AMC, the Disney Channel, and regional sports networks such as MSG Network. For additional charges, our cable systems provide premium services such as HBO, Showtime, Cinemax, Starz, Encore and The Movie Channel, which may be purchased either individually or in tiers.
Our digital video programming services currently offered to subscribers, branded "Optimum" TV, include:
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Up to 610 standard definition and high definition ("HD") entertainment channels,
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90 premium movie channels including multiplexes of HBO, Showtime, Cinemax, Starz, Encore and The Movie Channel,
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Access to on-demand movies and other programming, including shows from the top broadcast and cable networks, and subscription on-demand,
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50 channels of uninterrupted commercial-free digital music from Music Choice,
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Seasonal sports packages from the National Basketball Association, National Hockey League, Major League Baseball, Major League Soccer, college football and basketball, plus a sports and entertainment package with over 40 channels,
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Up to 108 international channels from around the world,
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Up to 169 channels available in HD, including local broadcast affiliates, local sports channels, premium networks such as HBO and various other cable networks,
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A collection of enhanced television applications including News 12 Interactive (not available in Litchfield, Connecticut), Newsday TV (Long Island only), Newsday Cars and Newsday Homes, MSG Interactive, MSG Varsity Interactive and Tag Games.
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Mobile access to content from 149 networks, including News 12, HBO, Starz ESPN, The NFL Network and The Disney Channel, via the Internet and phone/tablet app experiences,
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Multi-Room DVR, a remote-storage digital video recorder ("DVR") providing subscribers the ability to record 15 shows simultaneously while watching any live or pre-recorded show. Recordings can be played back on any digital set top box in the home. We continue to offer a set top box DVR service giving subscribers the ability to record, pause and rewind live television.
The Optimum App, available for the iPad, iPhone, iPod touch, laptop, Kindle Fire and select Android phones and tablets, extends the Optimum television experience to these devices. App features, depending on the platform, include the ability to watch live TV, stream on-demand titles and use the device as a remote to control the customer's digital set top box while inside the home. The App also allows customers to browse Optimum's program guide, search for programming, and schedule DVR recordings, inside and outside the home.
Packaging of our video product includes options with programming to suit the needs of our individual customers. Offerings include various levels of programming including premium channels, news, sports, children's programming, general entertainment, international channels and digital music at various price points.
Since our cable systems have been upgraded to provide advanced digital video services, our sales and marketing efforts are primarily directed toward retaining our existing customers and increasing our penetration to homes passed for all of our existing services. We market our video services through in-person selling, as well as telemarketing, direct mail advertising, promotional campaigns and local media and newspaper advertising.
Optimum Online
Optimum Online is our high-speed data offering, which connects customers to the Internet using the same network that delivers our video service.
Our current Internet speed tiers deliver up to: (i) 5 megabits per second ("Mbps") downstream and 1Mbps upstream for our Optimum Online Internet Basics level of service (currently available in certain portions of our service area), (ii) 15Mbps downstream and 5Mbps upstream for our Optimum Online level of service, (iii) 50Mbps downstream and 25Mbps upstream for our Optimum Online Ultra 50 level of service, (iv) 75Mbps downstream and 35Mbps upstream for our Optimum Online Ultra 75 level of service, and (v) 101Mbps downstream and 35Mbps upstream for our Optimum Online Ultra 101 level of service.
Optimum Online and Internet Basics are available on an à la carte basis. Customers can upgrade to Optimum Online Ultra 50, Optimum Online Ultra 75 or Optimum Online Ultra 101 for an additional charge per month. Business customers can add Static IP (permanently assigned IP addresses) as well. Discount and promotional pricing are available when Optimum Online is combined with our other service offerings.
Optimum Online service includes access to complimentary features such as a free to use wireless "smart router", as well as Internet security software, including anti-virus, anti-spyware, personal firewall, and anti-spam protection. Our Optimum Online Ultra 50, Optimum Online Ultra 75 and Optimum Online Ultra 101 levels also include web hosting and other features.
We have deployed a broadband wireless network ("WiFi") across our service area. The WiFi network allows Optimum Online customers to access the service while they are away from their home or office. WiFi is delivered via wireless access points mounted on our broadband network, in certain retail partner locations, certain NJ Transit rail stations, New York City parks and special venues, such as MacArthur Airport and Nassau Coliseum. Similarly, our WiFi network is available in customer homes via a second network included with our "smart router" product. WiFi has been activated across our entire service area, and has over 1 million available hotspots throughout our service area, including our "smart router" product. WiFi is offered as a free value added benefit to Optimum Online customers and for a fee to non-customers in certain locations. Our WiFi service also allows our Optimum Online customers to access the WiFi networks of Comcast Corporation ("Comcast"), Time Warner Cable Inc., Bright House Networks, LLC and Cox Communications, Inc.
We recently launched Freewheel, a new all-WiFi phone service providing unlimited data, talk and text. The service works anywhere in the world where WiFi is accessible, and operates only when the device is connected to a WiFi signal. Freewheel customers have automatic access to the Optimum WiFi network. The service costs $29.95 per month or $9.95 per month for Optimum Online customers. The service comes with no annual contract. Freewheel is available exclusively on the Motorola Moto G device, which is being offered for purchase at a price of $99.95.
Optimum Voice
Optimum Voice is a VoIP service available to Optimum Online subscribers and offers unlimited local, regional and long-distance calling any time of the day or night within the United States, Puerto Rico, U.S. Virgin Islands and Canada with over 20 calling features at a flat monthly rate. Discount and promotional pricing are available when Optimum Voice is combined with other service offerings.
Optimum Voice includes over 20 premium calling features, including enhanced voicemail, call waiting, caller ID, caller ID blocking, call return, three-way calling, call forwarding, and anonymous call blocker, among others. The Optimum Voice Homepage allows customers to manage their calling features and directory listings, view their call history, and receive voicemails via the Internet.
Optimum Voice for Business provides for up to 24 voice lines for small and medium businesses. The service offers over 20 important business calling features at no additional charge. Optimum Voice for Business also offers business trunking services with support for legacy telecom interfaces and newer Internet protocol interfaces. Optional add on services, such as international calling, toll free calling and virtual receptionists, are also available for business customers.
International service for Optimum Voice includes Optimum Voice World Call, per minute plans and other promotional plans. Optimum Voice World Call is for residential customers and provides 250 minutes per month of calling from their Optimum Voice phone to anywhere in the world, including up to 30 minutes of calling to Cuba, with certain restrictions, for a flat monthly fee. Per minute plans are available to both residential and business customers.
Bundled Offers
We offer several promotional packages with discounted pricing to existing and new customers who subscribe to two or more of our products as compared to the à la carte prices for each individual product. We also offer other pricing discounts for certain products that are added to existing services. For example, we offer an "Optimum Triple Play" package that is a special promotion for new customers or eligible current customers where our three products, video, high-speed data and voice, are each available at a reduced rate for a specified period, when purchased together. We also offer promotional and other pricing discounts as part of our competitive and retention strategies.
Eligible residential subscribers to all three of our services are entitled to "Optimum Rewards", which provide subscribers with exclusive discounts and offers for shopping, dining, and other benefits. Additionally, a triple multi-product monthly discount is available to eligible residential customers not already on certain promotional or discounted pricing plans.
System Capacity
Our cable plant network uses state of the art hybrid fiber/coax architecture with an average of 300 homes per fiber node. The network is a two-way interactive system with a minimum of 750 MHz offering HD digital channels, high-speed data and voice services.
Programming
Programming is available to the cable television systems from a variety of sources. Program suppliers' compensation is typically a fixed, per subscriber monthly fee (subject to contractual escalations) based, in most cases, on the number of customers subscribing to the particular service. The programming contracts are generally for a fixed period of time and are subject to negotiated renewal. Cable programming costs have increased in recent years and are expected to continue to increase due to additional programming being provided to most subscribers, increased costs to produce or purchase cable programming and other factors.
Franchises
Our cable television systems are operated in New York, New Jersey, and Connecticut under non-exclusive franchise agreements, where required by the franchising authority, with state and/or municipal or county franchising authorities. Although the terms of franchise agreements differ from jurisdiction to jurisdiction, they typically require payment of franchise fees and contain regulatory provisions addressing, among other things, service quality, cable service to schools and other public institutions, insurance and indemnity. The terms and conditions of cable franchises vary from jurisdiction to jurisdiction. Franchise authorities generally charge a franchise fee of not more than 5% of certain of our cable service revenues that are derived from the operation of the system within such locality. We generally pass the franchise fee on to our subscribers.
Franchise agreements are usually for a term of 5 to 15 years from the date of grant; most are 10 years. Franchises usually are terminable only if the cable operator fails to comply with material provisions, and then only after complying with substantive and procedural protections afforded by the franchise and federal and state law. We have never lost a franchise for an area in which we operate. When a franchise agreement reaches expiration, a franchising authority may seek to impose new requirements, including requirements to upgrade facilities, to increase channel capacity and to provide additional support for local public, education and government access programming. Negotiations can be protracted, and franchise agreements sometimes expire before a renewal is negotiated and finalized. New York and New Jersey state laws provide that pre-existing franchise terms continue in force during the renewal negotiations until agreement is reached or one or both parties seek to pursue "formal" franchise remedies under federal law. As of December 31, 2014, our ten largest franchise areas comprised approximately 57% of our total video customers and of those, two franchises, Newark, New Jersey and the Town of Hempstead, New York, comprising an aggregate of approximately 136,000 video customers, were expired. The Newark, New Jersey franchise agreement was renewed in January 2015. We are currently lawfully operating in the Town of Hempstead, New York franchise area under temporary authority recognized by the State of New York. Federal law provides significant substantive and procedural protections for cable operators seeking renewal of their franchises. See "Regulation - Cable Television". Despite our efforts and the protections of federal law, it is possible that one or more of our franchises may be subject to termination or non-renewal or we may be required to make significant additional investments in response to requirements imposed in the course of the franchise renewal process.
Lightpath
Lightpath is a regional provider to businesses of fiber based telecommunications, including Ethernet, data transport, Internet protocol ("IP") based virtual private networks, Internet access, voice services, including session initiation protocol ("SIP") trunking, and VoIP services. Lightpath also provides managed information technology services to businesses, including hosted voice services (cloud based SIP-based private branch exchange ("IP-PBX")), managed WiFi, managed desktop and server backup, and managed collaboration services including audio and web conferencing. Lightpath's customers include, among others, companies in health care, financial, education, legal and professional services, and other industries, as well as the public sector and telecommunication providers (wireless telecommunication companies, incumbent local exchange carriers ("ILEC"), and competitive local exchange carriers ("CLEC")).
As of December 31, 2014, Lightpath had over 7,300 buildings connected to its fiber network. Lightpath has built an advanced fiber optic network extending more than 6,100 route miles, which includes approximately 317,000 miles of fiber, throughout the New York metropolitan area. Lightpath holds a franchise from New York City which grants rights of way authority to provide telecommunications services throughout the five boroughs. The franchise expired on December 20, 2008 and the renewal process with New York City is ongoing. We believe we will be able to obtain renewal of the franchise and have received assurance from New York City that the expiration date of the franchise is being treated as extended until a formal determination on renewal is made. Failure to ultimately obtain renewal of the franchise could negatively affect Lightpath's revenues.
Other
Newsday
Newsday consists of the Newsday daily newspaper, amNew York, Star Community Publishing Group and online websites. Newsday has also developed and deployed applications for iPhone, iPad, Kindle and Android devices.
Our publications are distributed through both paid and free distribution in various ways across Long Island and the New York metropolitan service area. Our products include:
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the Newsday daily newspaper, which is primarily distributed on Long Island and in the New York metropolitan area;
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amNew York, a free daily newspaper distributed in New York City; and
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Star Community Publishing, a weekly shopper publication, which is primarily distributed on Long Island.
News 12 Networks
Our regional news services include News 12 Long Island, News 12 New Jersey, News 12 Westchester, News 12 Connecticut, News 12 The Bronx, News 12 Brooklyn, News 12 Hudson Valley, and News 12 Interactive, as well as News 12 Traffic and Weather (collectively, the "News 12 Networks"). The News 12 Networks include seven 24-hour local news channels and five traffic and weather services dedicated to covering areas within the New York metropolitan area. News 12 Networks is available to all subscribers throughout our footprint in the New York metropolitan area.
Cablevision Media Sales
Cablevision Media Sales is a cable television advertising company that derives its revenues primarily from the sale of local and regional commercial advertising time on cable television networks in the New York metropolitan area, which offers advertisers the opportunity to target specific geographic and demographic audiences.
Investment in Comcast Corporation Common Stock
We own 21,477,618 shares of Comcast common stock acquired in connection with the sale of certain cable systems in prior years. All of these shares have been monetized pursuant to collateralized prepaid forward contracts. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a discussion of our monetization contracts.
Bresnan Cable
On July 1, 2013, the Company completed the sale of Bresnan Cable for a purchase price of $1.625 billion, receiving net cash of approximately $675 million, which reflects certain adjustments, including an approximate $962 million reduction for certain funded indebtedness of Bresnan Cable, and transaction costs. Bresnan Cable includes cable systems in Montana, Wyoming, Colorado and Utah, previously included in the Company's Cable segment. The Company recorded a pre-tax gain of approximately $408 million for the year ended December 31, 2013 relating to the Bresnan Sale. During 2014, the Company recorded an additional
pre-tax gain of approximately $5.8 million relating primarily to the settlement of a contingency related to Montana property taxes associated with Bresnan Cable.
Clearview Cinemas
On June 27, 2013, the Company completed the sale of substantially all of its Clearview Cinemas' theaters pursuant to the asset purchase agreement entered into in April 2013. The Company recognized a pretax loss in connection with the Clearview Sale of approximately $19.3 million.
Competition
Cable
Our cable systems operate in an intensely competitive environment, competing with a variety of video, data and voice providers and delivery systems, including telephone companies, wireless data and voice providers, satellite-delivered video signals, Internet-delivered video content, and broadcast television signals available to homes within our market by over-the-air reception.
Telephone Companies. We face competition from two telephone companies. Verizon Communications, Inc. ("Verizon") and Frontier Communications Corp. ("Frontier") (who recently acquired AT&T Inc.'s ("AT&T") Connecticut operation) offer video programming in addition to their high-speed data and VoIP services to residential and business customers in our service area. The attractive demographics of our service territory make this region a desirable location for investment in distribution technologies by these companies.
We face intense competition from Verizon who has constructed a fiber to the home network plant that passes a significant number of households in our service area. Verizon does not publicly report the extent of their build-out or penetration by area. Our estimate of Verizon's build out and sales activity in our service area is difficult to assess because it is based upon visual inspections and other limited estimating techniques, and therefore serves only as an approximation. We estimate that Verizon is currently able to sell a fiber-based video service, as well as high-speed data and VoIP services, to at least half of the households in our service area. In certain other portions of our service area, Verizon has also built its fiber network where we believe it is not currently able to sell its fiber-based video service, but is able to sell its high-speed data and VoIP services. In these areas (as well as other parts of our service area) Verizon markets direct broadcast satellite ("DBS") services along with its high-speed data and VoIP services. Verizon’s fiber network also passes areas where we believe it is not currently able to sell its video, high-speed data or VoIP services. Accordingly, Verizon may increase the number of customers in our service area to whom it is able to sell video, high speed data and VoIP services in the future.
Frontier offers video service, as well as high-speed data and VoIP services, in competition with us in most of our Connecticut service area. Frontier also markets DBS services in this service area. Verizon and Frontier have made and may continue to make promotional offers at prices lower than ours. Verizon has significantly greater financial resources than we do.
This competition affects our ability to add or retain customers and creates pressure upon the pricing of our services. Competition, particularly from Verizon, has negatively impacted our revenues and caused subscriber declines in our service areas. To the extent Verizon and Frontier continue to offer competitive and promotional packages, our ability to maintain or increase our existing customers and revenue will continue to be negatively impacted. See "Regulation" for a discussion of regulatory and legislative issues.
DBS. We also face competition from DBS service providers in our service area. The two major DBS services, DISH Network and DIRECTV, are available to the vast majority of our customers. These companies each offer video programming that is substantially similar to the video service that we offer, at competitive prices. Our ability to compete with these DBS services is affected by the quality and quantity of programming available to us and to them. DIRECTV has exclusive arrangements with the National Football League that gives it access to programming that we cannot offer. Each of these competitors has significantly greater financial resources than we do. See "Regulation" for a discussion of regulatory and legislative issues. DBS providers have tested the use of certain spectrum to offer satellite-based high-speed data services.
We compete in our service areas with DISH Network and DIRECTV by "bundling" our service offerings with products that these companies cannot efficiently provide at this time, such as high-speed data, voice service and interactive services carried over the cable distribution plant.
Other Competitors and Video Programming Sources. Another source of competition for our Cable segment is the delivery of video content over the Internet directly to subscribers. This competition comes from a number of different sources, including companies that deliver movies, television shows and other video programming over broadband Internet connections, such as Netflix, Google
Inc.'s "YouTube" and Amazon.com, Inc.'s "Instant Video". Recently, Verizon announced a mobile video delivery service and DISH Network introduced a product offering Internet delivery of a number of cable networks. Increasingly, content owners are utilizing Internet-based delivery of content directly to consumers, some without charging a fee for access to the content. Furthermore, due to consumer electronics innovations, consumers are able to watch such Internet-delivered content on television sets and mobile devices. The availability of these services has and will continue to adversely affect customer demand for our video services, including premium and on-demand services. Our video service also faces competition from broadcast television stations, entities that make digital video recorded movies and programs available for home rental or sale, satellite master antenna television ("SMATV") systems, which generally serve large multiple dwelling units under an agreement with the landlord and service providers, and "open video system" ("OVS") operators. There can be no assurance that these or other existing, proposed, or as yet undeveloped technologies will not become dominant in the future and render our video service offering less profitable or even obsolete.
Internet access services are also offered by providers of wireless services, including traditional cellular phone carriers and others focused solely on wireless data services. The Federal Communications Commission ("FCC") is likely to continue to make additional radio spectrum available for these wireless Internet access services.
Our VoIP service also faces competition from other competitive providers of voice services, including wireless voice providers, as well as VoIP providers like Vonage that do not own networks but can provide service to any person with a broadband connection.
Lightpath
Lightpath operates as a CLEC in a highly competitive business telecommunications market and competes against the very largest telecommunications companies - including ILECs, other CLECs, and long distance voice service companies. More specifically, Lightpath faces substantial competition from Verizon, AT&T and Frontier which are the dominant providers of local telephone and broadband services in their respective service areas. ILECs have significant advantages over Lightpath, including greater capital resources, an existing fully operational local network, and long standing relationships with customers.
While Lightpath competes with the ILECs, it also enters into interconnection agreements with ILECs so that its customers can make and receive calls to and from customers served by the ILECs and other telecommunications providers. Federal and state law and regulations require ILECs to enter into such agreements and provide facilities and services necessary for connection, at prices subject to regulation. The specific price, terms and conditions of each agreement, however, depend on the outcome of negotiations between Lightpath and each ILEC. Interconnection agreements are also subject to approval by the state regulatory commissions, which may arbitrate negotiation impasses. Lightpath has entered into interconnection agreements with Verizon for New York, New Jersey, and portions of Connecticut, and with Frontier for portions of Connecticut, which have been approved by the respective state commissions. Lightpath also has entered into interconnection agreements with other ILECs in New York and New Jersey. These agreements, like all interconnection agreements, are for limited terms and upon expiration are subject to renegotiation, potential arbitration, and approval under the laws in effect at that time.
Lightpath also faces competition from one or more competitive access providers and other new entrants in the local telecommunications and data marketplace. In addition to ILECs and other CLECs, potential competitors capable of offering voice or broadband services include electric utilities, long distance carriers, microwave carriers, wireless system operators (operating both mobile and fixed networks), VoIP service providers, and private networks built by large end users. A continuing trend toward business combinations and alliances in the telecommunications industry may create stronger competition for Lightpath.
Newsday
Newsday operates in a highly competitive market, which may adversely affect advertising and circulation revenues. Newsday faces significant competition for advertising revenue from a variety of media sources, including other newspapers that reach a similar audience, magazines, shopping guides, yellow pages, websites, mobile-device platforms, broadcast and cable television, radio, and direct marketing; particularly if those media sources provide advertising services that could substitute for those provided by Newsday within the same geographic area. Specialized websites for real estate, automobile and help wanted advertising have become increasingly competitive with our newspapers and websites for classified advertising and further development of additional targeted websites is likely.
The newspaper industry generally has experienced significant declines in circulation and readership levels continue to be adversely affected by competition from new media news formats and less reliance on newspapers by some consumers. Readership and circulation levels, as well as economic conditions and the existence of other advertising outlets, impact the demand for and level of advertising. These factors will continue to negatively impact Newsday’s revenues.
Regulation
Cable Television
Our cable television systems are subject to extensive federal, state and local regulations. Our systems are regulated under congressionally imposed uniform national guidelines, first set forth in the Cable Communications Policy Act of 1984 and amended by the Cable Television Consumer Protection and Competition Act of 1992 and the Telecommunications Act of 1996 (collectively, the "Federal Cable Act"), as well as under other provisions of the Federal Communications Act of 1934, as amended and other statutes. The Federal Cable Act, Federal Communications Act, and the regulations and policies of the FCC affect significant aspects of the Company's cable system operations.
The following paragraphs describe the existing legal and regulatory requirements that are most significant to our business today.
Franchising. The Federal Cable Act requires cable operators to obtain a franchise in order to provide cable service. Regulatory responsibility for awarding franchises rests with state and local franchising authorities. Federal law prohibits our franchising authorities from granting an exclusive cable franchise to us, and they cannot unreasonably refuse to award an additional franchise to applicants that seek to compete with us. The states in which we operate, New York, New Jersey and Connecticut, have enacted comprehensive cable and video service regulation statutes that are applicable to cable operators and other providers of video service, such as Verizon and Frontier. Although the terms of franchise agreements differ from jurisdiction to jurisdiction, they typically require payment of franchise fees and contain regulatory provisions addressing, among other things, service quality, cable service to schools and other public institutions, insurance, and indemnity. State and local franchising authority, however, must be exercised consistently with the Federal Cable Act, which sets limits on franchising authorities' powers. The Federal Cable Act restricts franchising authorities from imposing franchise fees greater than 5% of gross revenues from the provision of cable television service, prohibits franchising authorities from requiring us to carry specific programming services, and protects us in seeking franchise renewals by limiting the factors a franchising authority may consider and requiring a due process hearing before denial of renewal.
Pricing and Packaging. The Federal Cable Act and the FCC's rules regulate the rates that cable operators may charge for basic video service, equipment and installation. None of these rules applies to cable systems that the FCC determines are subject to effective competition, or where franchising authorities have chosen not to regulate rates. In our cable systems, the FCC has made "effective competition" findings in the majority of our communities covering substantially all of our customer base.
In areas not subject to effective competition, the Federal Cable Act and the FCC's rules also require us to establish a "basic service" package consisting, at a minimum, of all local broadcast signals that we carry, as well as, if the locality requests, all public, educational and governmental access programming carried by our systems. All subscribers are required to purchase this tier as a condition of gaining access to any other programming that we provide. From time to time, Congress or the FCC may consider imposing new pricing or packaging regulations, including proposals requiring cable operators to offer programming services on an unbundled basis rather than as part of a tier or to provide a greater array of tiers to give subscribers the option of purchasing a more limited number of programming services.
Must-Carry/Retransmission Consent. Cable operators are required by the "must carry" provisions of federal law to carry, upon request and without compensation, the programming transmitted by most local broadcast stations, and, in cable systems that are not fully digital, to offer analog-only customers low-cost set-top boxes to make those signals "viewable".
Alternatively, local television stations may elect retransmission consent. Stations making such an election give up their must-carry right and negotiate with cable systems the terms on which the cable systems carry the stations. Cable systems generally may not carry a broadcast station that has elected retransmission consent without the station's consent. The terms of retransmission consent agreements frequently include the payment of compensation to the station. A substantial number of local broadcast stations currently carried by our cable systems have elected to negotiate for retransmission consent. While we currently have retransmission consent agreements with all such broadcast stations, the potential remains for carriage of such stations to be discontinued if any of such agreements is not renewed following its expiration.
In the wake of publicized disputes between several cable operators and broadcasters, Congress enacted some minor reforms to the retransmission consent scheme that restrict broadcasters from employing specific negotiation techniques. Congress also directed the FCC to reexamine its standards for determining whether a party is negotiating in good faith as required by the rules. The FCC also has an ongoing proceeding to consider changes to its rules governing retransmission consent negotiations.
Ownership Limitations. Congress has required the FCC to set a national limit on the number of subscribers a cable company can serve, and a limit on the number of channels on a cable television system that can be occupied by video programming services in
which the operator of that system has an attributable interest. The FCC established a national limit of 30% on the number of multichannel video households that a single cable operator can serve, but that limit was invalidated by a federal court in August 2009 and the FCC has not yet established a new limit. The FCC also created a limit of 40% on the number of channels on a cable television system that can be occupied by video programming services in which the operator of that system has an attributable interest, but that rule was invalidated by a federal court in 2001 and the FCC has not yet established a new limit.
Set Top Boxes. The FCC currently requires cable operators to separate the security functions of set-top boxes from the channel navigation and other functions of those boxes, in order to promote a retail market in these boxes and other so-called "navigation devices". Operators must provide a security card (called a CableCARD) to consumers who purchase televisions and other consumer electronics equipment with an appropriate card slot so that they can connect those devices directly to digital cable television systems to receive one-way digital programming without the need for a set-top box. The FCC rule requiring cable operators to separate security from non-security functions in digital set-top boxes that they lease to their subscribers was recently repealed by Congress. The repeal will go into effect on December 4, 2015, after which time cable operators will be allowed to provide navigation devices in which the security functions and other functions are fully integrated to subscribers that elect to lease such boxes. Congress has also directed the FCC to establish a Working Group to identify and recommend voluntary standards for a uniform downloadable security system that promote the competitive availability of retail set-top boxes.
PEG and Leased Access. Localities may require free access to, and support of, public, educational, or governmental ("PEG") channels on our cable systems. In addition to providing PEG channels, we must make a limited number of commercial leased access channels available to third parties (including parties with potentially competitive video services) at regulated rates.
Pole Attachments. The FCC has authority to regulate utility company rates for the rental of pole and conduit space used by companies, including cable operators, to provide cable, telecommunications services, and Internet access services, unless states establish their own regulations in this area. Utilities must provide nondiscriminatory access to any pole, conduit, or rights-of-way controlled by the utility. The FCC held that the pole attachment rate for commingled services (e.g., cable and Internet access) cannot exceed the rate it has established for telecommunications attachments.
Program Access. The program access rules prohibit a cable operator from unduly or improperly influencing the decision of a satellite-delivered cable programming service in which a cable operator holds an attributable interest, such as AMC Networks, to sell to an unaffiliated distributor. The rules also bar cable-affiliated programmers from discriminating in the prices, terms, and conditions of sale of a programming service; permit competing distributors to challenge exclusive distribution arrangements between cable operators and cable-affiliated programmers if the competitor believes that such arrangements are unfair and significantly hinder or prevent the competitor from providing satellite cable programming; and allow a competing distributor to bring complaint against a cable-affiliated terrestrially-delivered programming service, such as Madison Square Garden Network, or its affiliated cable operator, for acts or practices that the competitor alleges are unfair or deceptive and that significantly hinder or prevent the competitor from providing satellite cable programming.
Program Carriage. The FCC's program carriage rules govern disputes between cable operators and unaffiliated programming services over the terms of carriage. We may not require an unaffiliated programming service to grant us a financial interest or exclusive carriage rights as a condition of its carriage on our cable systems, and we may not discriminate against such programming services in the terms and conditions of carriage on the basis of their affiliation or nonaffiliation with us.
In 2011, the FCC sought formal comment on proposals for changes to its program carriage rules, including a proposal to require programmers and MVPDs to enter into "last best offer" style arbitration when they cannot reach agreement over carriage terms, to expand the scope of the discrimination provision to preclude a vertically-integrated MVPD from discriminating on the basis of a programming vendor's affiliation with another MVPD, and a proposal to allow the FCC to require MVPDs that are found to violate the program carriage rules to pay damages to complainants. The FCC has not yet acted on this proposal. On October 12, 2011, Game Show Network ("GSN") filed a program carriage complaint against us, alleging that we discriminated against it in the terms and conditions of carriage based on GSN's lack of affiliation with us. We believe GSN's claims are without merit and we are defending ourselves vigorously.
Exclusive Access to Multitenant Buildings. The FCC has prohibited cable operators from entering into or enforcing exclusive agreements with owners of multitenant buildings under which the operator is the only MVPD with access to the building.
CALM Act. FCC rules require us to ensure that all commercials carried on our cable service comply with specified volume standards.
Privacy and Data Security. In the course of providing service, we collect certain information about our subscribers and their use of our services. We also collect certain information regarding potential subscribers and other individuals. Our collection, use, disclosure and other handling of information is subject to a variety of Federal and state privacy requirements, including those imposed specifically on cable operators by the Federal Cable Act. The Communications Act sets limits, subject to certain exceptions, on our disclosure of that information to third parties. We are subject to data security obligations, as well as requirements to provide notice to individuals and governmental entities in the event of certain data security breaches, and such breaches, depending on their scope and consequences, may lead to litigation and enforcement actions or adversely affect our brand. As cable operators provide interactive and other advanced services, additional privacy and data security requirements may arise either through legislation or judicial decisions. For example, the Video Privacy Protection Act has been extended to cover online interactive services through which customers can buy or rent movies. In addition, Congress, the Federal Trade Commission, and other lawmakers and regulators are all considering whether to adopt additional measures that would impact the collection, use, and disclosure of subscriber information in connection with the delivery of advertising to consumers that is customized to their interests. These include measures focused on the privacy implications of Internet-based advertising and other uses of data from online users.
Federal Copyright Regulation. We are required to pay copyright royalty fees on a semi-annual basis to receive a statutory compulsory license to carry broadcast television signals. The amount of these fees are determined by a statutory formula that takes into account various factors, including the amount of “gross receipts” received from subscribers for “basic” service, the number of “distant” broadcast signals carried, and the characteristics of those distant signals (e.g., network or independent or noncommercial). Certain elements of the royalty formula are subject to adjustment from time to time, which can lead to increases in the amount of our semi-annual royalty payments. The U.S. Copyright Office has increased our royalty fees from time to time and has, at times, recommended to Congress changes in or elimination of the statutory compulsory licenses for cable television carriage of broadcast signals. Changes to copyright regulations could adversely affect the ability of our cable television systems to obtain such programming, and could increase the cost of such programming. In December 2014, the Copyright Office passed rules that would, for the first time, allow content owners to audit the copyright Statements of Account of cable providers.
Access for Persons with Disabilities. FCC rules require us to ensure that persons with disabilities can more fully access the programming we carry. We are required to provide closed captions and pass through video description to subscribers on some networks we carry, and will shortly be required to ensure aural accessibility of emergency information, and accessibility of navigation devices.
Encryption of the Basic Service Tier. If a cable operator decides to encrypt the basic tier on its all-digital system, the FCC rules require operators of such systems to offer certain affected subscribers free equipment or CableCARDs for a period of one to five years, and require certain larger cable operators, including the Company, to also offer a solution to provide basic service tier access to certain third-party IP-enabled devices. This latter requirement applies until October 2015, unless the FCC extends it. All of our systems are all-digital; in the New York City franchise areas, Cablevision has encrypted its systems' basic service tier pursuant to the terms of a 2010 waiver from the FCC.
Other Regulation. We are subject to various other regulations, including those related to political broadcasting; home wiring; the blackout of certain network, and syndicated programming; prohibitions on transmitting obscene programming; limitations on advertising in children's programming; and standards for emergency alerts, as well as telemarketing and general consumer protection laws. The FCC also imposes various technical standards on our operations. In the aftermath of Superstorm Sandy, the FCC and the states are examining whether new requirements are necessary to improve the resiliency of communications networks, potentially including cable networks.
High-Speed Data
Regulatory Classification. High-speed Internet access services (often called "broadband" Internet access services) have traditionally been classified by the FCC as "information services" for regulatory purposes, a type of service that traditionally was subjected to a lesser degree of regulation than "telecommunications services." Some parties, including the President of the United States, have asked the FCC to reverse this determination and classify broadband Internet access services as "telecommunications services," and the FCC reportedly plans to do so in February 2015. If the FCC classifies broadband Internet access services as telecommunications services, our high-speed data service could be subject to substantially greater regulation, although the FCC has indicated it may not apply all telecommunications service obligations to broadband.
Access Obligations and "Net Neutrality". In December 2010, the FCC adopted a net neutrality framework applicable to broadband Internet access service. In January 2014, portions of these rules were struck down in federal court. The FCC has been conducting a proceeding to promulgate new net neutrality rules that comport with the court's ruling, and those new rules are expected to be
issued in February 2015. The FCC has announced that those rules will prohibit providers of broadband Internet access service from blocking lawful content, applications, services, or nonharmful devices, subject to reasonable network management as defined by the rules; from impairing or degrading lawful Internet traffic on the basis of content, applications, services, or non-harmful devices; from favoring some lawful Internet traffic over other lawful traffic in exchange for consideration; and from prioritizing content and services of their affiliates. The new rules will also create a general Open Internet conduct standard that broadband Internet access providers cannot harm consumers or edge providers, and will impose greater transparency requirements.
Access For Persons With Disabilities. FCC rules require us to ensure that persons with disabilities have access to "advanced communications services" ("ACS"), such as electronic messaging and interoperable video conferencing. They also require that certain video programming delivered via Internet Protocol include closed captioning and require entities distributing such programming to end users to pass through such captions and identify programming that should be captioned.
Other Regulation. Currently, the Federal Cable Act's limitations on our collection and disclosure of cable subscribers' personally identifiable information also apply with respect to broadband Internet access service provided by cable operators. In addition, our provision of Internet services also subjects us to the limitations on use and disclosure of user communications and records contained in the Electronic Communications Privacy Act. Broadband Internet access service is also subject to other federal and state privacy laws applicable to electronic communications. As noted above, Congress, the Federal Trade Commission and other lawmakers and regulators are all considering whether to adopt additional measures that would govern the collection, use, and disclosure of subscriber information in connection with the delivery of advertising to consumers that is customized to their interests. Additionally, providers of broadband Internet access services must comply with the Communications Assistance for Law Enforcement Act ("CALEA"), which requires providers to make their services and facilities accessible for law enforcement intercept requests. Various other federal and state laws apply to providers of services that are accessible through broadband Internet access service, including copyright laws, telemarketing laws, prohibitions on obscenity, and a ban on unsolicited commercial e-mail, and privacy and data security laws. Online content we provide is also subject to some of these laws.
Other forms of regulation of high-speed Internet access service currently being considered by the FCC, Congress or state legislatures include consumer protection requirements; additional privacy and data security obligations, cyber security requirements; consumer service standards; requirements to contribute to universal service programs; and requirements to protect personally identifiable customer data from theft.
VoIP Services
The regulatory obligations of VoIP services are the subject of periodic examination and review by the FCC, Congress, and state public service commissions. In 2004, for instance, the FCC initiated a generic rulemaking proceeding concerning the legal and regulatory implications of IP-based services, including VoIP services. Also in 2004, the FCC determined that VoIP services with certain characteristics are interstate services subject to federal rather than state jurisdiction and preempted conflicting state laws. The FCC's determination was upheld by a federal court of appeals, although the court found that the FCC's order did not squarely address the classification of cable-provided VoIP services. While the FCC has not concluded its generic rulemaking proceeding, it has applied some regulations to VoIP service providers that exchange traffic with traditional telephone carriers like Verizon (these services are known as "interconnected VoIP services"). Some states have asserted the right to regulate cable VoIP service, while others have adopted laws that bar the state commission from regulating VoIP service.
Universal Service. Interconnected VoIP services must contribute to the federal universal service fund ("USF") used to subsidize voice services provided to low income households, and voice and broadband services to rural and high cost areas, and other communications services provided to schools, libraries, and rural health care providers. The amount of universal service contribution required of interconnected VoIP service providers is based on a percentage of revenues earned from interstate and international services provided to end users. We allocate our end user revenues and remit payments to the universal service fund in accordance with FCC rules. The FCC has ruled that states may impose state universal service fees on certain types of VoIP providers, which may include cable VoIP providers. States in which we operate have not imposed universal service fund contributions for VoIP providers. In October 2011, the FCC adopted an order that fundamentally revised its federal universal service fund programs to transition support to broadband networks and services, as well as voice services provided over broadband. That order was upheld by the U.S. Court of Appeals for the 10th Circuit, though certain parties have requested a writ of certiorari for parts of the 10th Circuit order to the U.S. Supreme Court.
Local Number Portability. The FCC requires interconnected VoIP service providers and their "numbering partners" to ensure that their customers have the ability to port their telephone numbers when changing providers to or from the interconnected VoIP service. The FCC also has clarified that local exchange carriers and commercial mobile radio service providers have an obligation
to port numbers to interconnected VoIP service providers upon a valid port request. Interconnected VoIP service providers are also required to contribute to federal funds to meet the shared costs of local number portability ("LNP") and the costs of North American Numbering Plan Administration.
The FCC is reviewing whether all current numbering requirements should be extended to interconnected VoIP services.
Intercarrier Compensation. In an October 2011 reform order and subsequent clarifying orders, the FCC revised the regime governing payments among providers of voice services for the exchange of calls between and among different networks ("intercarrier compensation") to, among other things, include interconnected VoIP. The FCC addressed compensation applicable to traffic terminating on carriers' networks, clarifying that prospectively, VoIP traffic exchanged with a carrier in TDM format must be compensated at applicable TDM terminating interstate rates for all toll traffic and at applicable rates for local traffic. In April 2012, the FCC clarified that compensation paid to carriers for originating VoIP traffic exchanged within the same state would be subject to intrastate toll rates until July 1, 2014. After that date, compensation for such traffic would be reduced to interstate rates. Intercarrier compensation for all terminating traffic, including VoIP traffic exchanged in TDM format, will be phased down over several years to a "bill-and-keep" regime, with no compensation between carriers for most traffic exchanged. The FCC's authority to establish these rules was upheld on appeal to the U.S. Court of Appeals for the 10th Circuit.
Other Regulation. Interconnected VoIP service providers are required to provide enhanced 911 emergency services to their customers; protect customer proprietary network information from unauthorized disclosure to third parties; report to the FCC on service outages; comply with telemarketing regulations and other privacy and data security requirements; comply with disabilities access requirements and service discontinuance obligations; comply with call signaling requirements; and comply with CALEA standards. The FCC is examining whether new requirements are necessary to improve the resiliency of communications networks.
Other Services
We may provide other services and features over our cable system, such as games and interactive advertising, that may be subject to a range of federal, state, and local laws such as privacy and consumer protection regulations. We also maintain various websites that provide information and content regarding our businesses and offer merchandise for sale. The operation of these websites is also subject to a similar range of regulations.
Lightpath
The Telecommunications Act of 1996 was enacted to remove barriers to entry in the local telephone market that continues to be dominated by the Bell Operating Companies ("BOCs") and other ILECs by preempting state and local laws that restrict competition and by requiring ILECs to provide competitors, such as cable operators and long distance companies, with nondiscriminatory access and interconnection to the BOC and ILEC networks and access to certain portions of their communications networks (known as network elements) at cost-based rates. The 1996 Telecommunications Act entitles our Lightpath CLEC subsidiaries to certain rights, but as telecommunications carriers, it also subjects them to regulation by the FCC and the states. Their designation as telecommunications carriers also results in other regulations that may affect them and the services they offer.
Interconnection and Intercarrier Compensation. The 1996 Telecommunications Act requires telecommunications carriers to interconnect directly or indirectly with other telecommunications carriers. Under the FCC's intercarrier compensation rules, Lightpath is entitled, in some cases, to compensation from carriers when they terminate their originating calls on Lightpath's network and in other cases are required to compensate another carrier for utilizing that carrier's network to terminate traffic that originates on Lightpath’s network. The FCC and state regulatory commissions, including those in the states in which we operate, have adopted limits on the amounts of compensation that may be charged for certain types of traffic. The FCC has revised its intercarrier compensation rules to phase intercarrier compensation rates for terminating traffic down over several years to eventually establish a "bill-and-keep" regime, where most traffic is exchanged between carriers without compensation.
Universal Service. Lightpath is required to contribute to the federal USF. Currently, the FCC assesses USF contributions from Lightpath and other telecommunications carriers on the basis of a percentage of interstate and international revenue they receive from end-user customers. The FCC limits the amount carriers may place on universal service line items on their customer bills. Lightpath is also required to contribute to the New York Targeted Accessibility Fund ("TAF"), which includes state support for universal service. State universal service funds have not been established in other states in which Lightpath operates. As noted above, the FCC has made fundamental changes to its federal universal service fund programs, reorienting universal service support programs to the provision of broadband services through a new Connect America Fund ("CAF").
Other Regulation. Lightpath is subject to other FCC requirements in connection with the services it provides, including protecting customer proprietary network information from unauthorized disclosure to third parties; meeting certain notice requirements in
the event of service termination; compliance with disabilities access requirements; compliance with CALEA standards; outage reporting; and the payment of fees to fund local number portability administration and the North American Numbering Plan. As noted above, the FCC and states are examining whether new requirements are necessary to improve the resiliency of communications networks. Communications with our customers are also subject to FCC, Federal Trade Commission, and state regulations on telemarketing and the sending of unsolicited commercial e-mail and fax messages, as well as additional privacy and data security requirements.
State Regulation. Lightpath is subject to regulation by state commissions in each state in which it provides service. In order to provide service, Lightpath must seek approval from the state regulatory commission or be registered to provide service in each state in which it operates and may at times require local approval to construct facilities. Lightpath is currently authorized and provides service in New York, Connecticut and New Jersey. Regulatory obligations vary from state to state and include some or all of the following requirements: filing tariffs (rates, terms and conditions); filing operational, financial, and customer service reports; seeking approval to transfer the assets or capital stock of the telephone company; seeking approval to issue stocks, bonds and other forms of indebtedness of the telephone company; reporting customer service and quality of service requirements; outage reporting; making contributions to state universal service support programs; paying regulatory and state Telecommunications Relay Service and E911 fees; geographic build-out; and other matters relating to competition.
Programming and Entertainment
Cable television programming networks are regulated by the FCC in certain respects. These regulations include requirements that certain of our networks must provide closed-captioning of programming for the hearing impaired.
Employees and Labor Relations
As of December 31, 2014, we had 13,656 full-time, 755 part-time and 557 temporary employees of which 486, 519 and 54, respectively, were covered under collective bargaining agreements. We believe that our relations with employees are satisfactory.
In February 2015, the Company and the Communication Workers of America entered into a collective bargaining agreement which covers approximately 262 of the Company's workforce, primarily technicians in Brooklyn, New York.
Available Information and Website
We make available free of charge, through our investor relations section at our website, http://www.cablevision.com/investor/index.jsp, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K reports and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the U.S. Securities and Exchange Commission ("SEC").
The public may read and copy any materials the Company files with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, DC 20549. In addition, the public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at its web site http://www.sec.gov.
Item 1A.
Item 1A. Risk Factors
Our financial performance may continue to be harmed by the significant and credible risks of competition in our Cable and Lightpath segments.
Competition has adversely affected our business and financial results and may continue to do so. The effects of competition may adversely affect our ability to service our debt. This risk is heightened by the rapid technological change inherent in our business and the need to acquire, develop and adopt new technology to differentiate our products and services from our competitors. We may need to anticipate far in advance which technology we should use for the development of new products and services or the enhancement of existing products and services. In addition, changes in the regulatory and legislative environments may result in changes to the competitive landscape.
Our cable systems operate in an intensely competitive environment, competing with a variety of video, data and voice providers and delivery systems, including telephone companies, wireless data and voice providers, satellite-delivered video signals, Internet-delivered video content, and broadcast television signals available to homes within our market by over-the-air reception.
We face competition from two telephone companies, Verizon and Frontier, who offer video programming in addition to high-speed data and VoIP services to residential and business customers in our service area. The attractive demographics of our service territory make this region a desirable location for investment in distribution technologies by these companies.
We face intense competition from Verizon who has constructed a fiber to the home network plant that passes a significant number of households in our service area. Verizon does not publicly report the extent of their build-out or penetration by area. Our estimate of Verizon's build out and sales activity in our service area is difficult to assess because it is based upon visual inspections and other limited estimating techniques, and therefore serves only as an approximation. We estimate that Verizon is currently able to sell a fiber-based video service, as well as high-speed data and VoIP services, to at least half of the households in our service area. In certain other portions of our service area, Verizon has also built its fiber network where we believe it is not currently able to sell its fiber-based video service, but is able to sell its high-speed data and VoIP services. In these areas (as well as other parts of our service area) Verizon markets DBS services along with its high-speed data and VoIP services. Verizon’s fiber network also passes areas where we believe it is not currently able to sell its video, high-speed data or VoIP services. Accordingly, Verizon may increase the number of customers in our service area to whom it is able to sell video, high speed data and VoIP services in the future.
Frontier offers video service, as well as high-speed data and VoIP services, in competition with us in most of our Connecticut service area. Frontier also markets DBS services in this service area. Verizon and Frontier have made and may continue to make promotional offers at prices lower than ours. Verizon has significantly greater financial resources than we do.
This competition affects our ability to add or retain customers and creates pressure upon the pricing of our services. Competition, particularly from Verizon, has negatively impacted our revenues and caused subscriber declines in our service areas. To the extent Verizon and Frontier continue to offer competitive and promotional packages, our ability to maintain or increase our existing customers and revenue will continue to be negatively impacted. Verizon also has its own cellular phone facilities and may expand its bundled product offerings to include cellular phone services which could compete with our new Freewheel all-WiFi phone service and could adversely affect our competitive position. See "Regulation" for a discussion of regulatory and legislative issues.
We also compete in our service area with the two major providers of DBS service in the United States, DISH Network and DIRECTV, each with significantly higher numbers of subscribers than we have. These companies each offer video programming that is substantially similar to the video service that we offer, at competitive prices. Our ability to compete with these DBS services is affected by the quality and quantity of programming available to us and to them. DIRECTV has exclusive arrangements with the National Football League that gives it access to programming that we cannot offer. Each of these competitors has significantly greater financial resources than we do. DBS providers have tested the use of certain spectrum to offer satellite-based high-speed data services.
Another source of competition for our Cable segment is the delivery of video content over the Internet directly to subscribers. This competition comes from a number of different sources, including companies that deliver movies, television shows and other video programming over broadband Internet connections, such as Netflix, Google Inc.'s "YouTube" and Amazon.com, Inc.'s "Instant Video". Recently, Verizon announced a mobile video delivery service and DISH Network introduced a product offering Internet delivery of a number of cable networks. Increasingly, content owners are utilizing Internet-based delivery of content directly to consumers, some without charging a fee for access to the content. Furthermore, due to consumer electronics innovations, consumers are able to watch such Internet-delivered content on television and mobile devices. The availability of these services has and will continue to adversely affect customer demand for our video services, including premium and on-demand services. Our video service also faces competition from broadcast television stations, entities that make digital video recorded movies and programs available for home rental or sale, SMATV systems, which generally serve large multiple dwelling units under an agreement with the landlord and service providers, and OVS operators. There can be no assurance that these or other existing, proposed, or as yet undeveloped technologies will not become dominant in the future and render our video service offering less profitable or even obsolete.
Internet access services are also offered by providers of wireless services, including traditional cellular phone carriers and others focused solely on wireless data services. The FCC is likely to continue to make additional radio spectrum available for these wireless Internet access services.
Our VoIP service also faces competition from other competitive providers of voice services, including wireless voice providers, as well as VoIP providers like Vonage that do not own networks but can provide service to any person with a broadband connection.
Lightpath also competes with Verizon, AT&T and Frontier and other CLECs and long distance companies. Verizon has significant advantages over Lightpath, including greater capital resources, an existing fully operational local network, and long-standing relationships with customers. To the extent these competitors decide to reduce their prices, future success of our Lightpath business may be negatively impacted.
See a further discussion regarding competition in "Item 1. Business - Competition".
We face significant risks as a result of rapid changes in technology and consumer expectations and behavior.
The telecommunications services industry has undergone significant technological development over time and these changes continue to affect our business. Such changes have had, and will continue to have, a profound impact on consumer expectations and behavior. Our video business faces technological change risks as a result of the continuing development of new and changing methods for delivery of programming content such as Internet based delivery of movies, shows and other content which can be viewed on televisions, wireless devices and other developing mobile devices. A proliferation of delivery systems for video content can adversely affect our ability to attract and retain subscribers and the demand for our services and it can also decrease advertising demand on our delivery systems. Our high-speed data business faces technological challenges from rapidly evolving wireless Internet solutions. Our voice service offerings face technological developments in the proliferation of voice delivery systems including those based on Internet and wireless delivery. If we do not develop or acquire and successfully implement new technologies, we will limit our ability to compete effectively for subscribers, content and advertising. In addition, we may be required to make material capital and other investments to anticipate and to keep up with technological change. These challenges could adversely affect our business.
Programming costs of our Cable segment are increasing and we may not have the ability to pass these increases on to our subscribers. Disputes with programmers can adversely affect our relationship with subscribers and lead to subscriber losses.
Programming costs paid by our Cable segment are one of our largest categories of expenses. These costs have increased rapidly and are expected to continue to increase, particularly with respect to costs for sports programming and broadcast networks. We may not be able to pass programming cost increases on to our subscribers due to the increasingly competitive environment. If we are unable to pass these increased programming costs on to our subscribers, our operating results would be adversely affected.
We attempt to control our programming costs and, therefore, the cost of our video services to our customers by negotiating favorable terms for the renewal of our affiliation agreements with programmers. On certain occasions in the past, such negotiations have led to disputes with programmers that have resulted in temporary periods where we were not carrying a particular broadcast network or programming service or services. Such disputes may inconvenience some of our subscribers and can lead to customer dissatisfaction and, in certain cases, the loss of customers.
The financial markets are subject to volatility and disruptions, which have in the past, and may in the future, adversely affect our business, including by affecting the cost of new capital, our ability to refinance our scheduled debt maturities and our ability to meet our other obligations as they come due.
The capital and credit markets experience volatility and disruption. At times, the markets have exerted extreme downward pressure on stock prices and upward pressure on the cost of new debt capital and have severely restricted credit availability for most issuers.
Market disruptions in the past were accompanied by a broader economic downturn, which led to lower demand for our products, such as video services, as well as lower levels of television and newspaper advertising, and increased incidence of customers' inability to pay for the services we provide. A recurrence of those conditions may further adversely impact our results of operations, cash flows and financial position.
We rely on the capital markets, particularly for offerings of debt securities, as well as the credit markets, to meet our financial commitments and liquidity needs. Disruptions and/or volatility in the capital and credit markets could adversely affect our ability to refinance on satisfactory terms, or at all, our scheduled debt maturities and could adversely affect our ability to draw on our revolving credit facility.
Economic downturns may impact our ability to comply with the covenants and restrictions in our indentures, credit facilities and agreements governing our other indebtedness and may impact our ability to pay our indebtedness as it comes due. If we do not repay our debt obligations when they become due and do not otherwise comply with the covenants and restrictions in our indentures, credit facilities and agreements governing our other indebtedness, we would be in default under those agreements, and the debt incurred under those agreements could then be declared immediately due and payable. In addition, any default under our indentures, credit facilities or agreements governing our other indebtedness could lead to an acceleration of debt under other debt instruments that contain cross acceleration or cross-default provisions. If the indebtedness under our indentures, credit facilities and our other debt instruments were accelerated, we would not have sufficient assets to repay amounts due thereunder. To avoid a default, we could be required to defer capital expenditures, sell assets, seek strategic investments from third parties or reduce or eliminate dividend payments and stock repurchases or other discretionary uses of cash. However, if such measures were to become necessary, there can be no assurance that we would be able to sell sufficient assets or raise strategic investment capital sufficient to meet our scheduled debt maturities as they come due. In addition, any significant reduction in necessary capital expenditures could adversely
affect our ability to retain our existing customer base and obtain new customers, which would adversely affect our future operating results, cash flows and financial position.
Disruptions in the capital and credit markets can also result in higher interest rates on publicly issued debt securities and increased costs under credit facilities. Such disruptions would increase our interest expense, adversely affecting our results of operations and financial position.
Our access to funds under our revolving credit facility is dependent on the ability of the financial institutions that are parties to those facilities to meet their funding commitments. Those financial institutions may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests within a short period of time. Moreover, the obligations of the financial institutions under our revolving credit facilities are several and not joint and, as a result, a funding default by one or more institutions does not need to be made up by the others.
Longer term, volatility and disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation of financial institutions, reduced alternatives or failures of significant financial institutions could adversely affect our access to the liquidity needed for our businesses. Such disruptions could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged.
We have substantial indebtedness and we are highly leveraged, which reduces our capability to withstand adverse developments or business conditions.
We have incurred substantial amounts of indebtedness to finance operations, upgrade our cable plant and acquire other cable systems, sources of programming and other businesses. We have also incurred substantial indebtedness in order to offer new or upgraded services to our current and potential customers and to pursue activities outside our core businesses, such as our acquisitions of Clearview Cinemas (substantially all of whose assets were sold in 2013), Newsday, an electronics retailer, and our development of Rainbow DBS. In 2006, CSC Holdings incurred $3.5 billion of debt, approximately $3.0 billion of which was distributed to Cablevision to fund a $10 per share dividend on its common stock and approximately $414 million of which was used to repay existing indebtedness, including interest, fees and expenses. In December 2010, we incurred approximately $1.4 billion of indebtedness to finance our acquisition of Bresnan Cable, which was sold in 2013. We may continue to incur substantial amounts of debt in the future. At December 31, 2014, our total aggregate indebtedness was approximately $9.7 billion. Because of our substantial indebtedness, we are highly leveraged and we will continue to be highly leveraged. This means that our payments on our borrowings are significant in relation to our revenues and cash flow. This leverage exposes us to significant risk in the event of downturns in our businesses (whether through competitive pressures or otherwise), in our industries or in the economy generally, because although our cash flows would decrease in this scenario, our required payments in respect of indebtedness would not.
We have in past periods incurred substantial losses from continuing operations, we have a significant stockholders' deficiency, and we may in the future incur losses from continuing operations which could be substantial, which may reduce our ability to raise needed capital.
We have in the past reported losses from continuing operations and we may do so in the future. Significant losses from continuing operations could adversely affect our ability to comply with the covenants and restrictions in our debt agreements and could limit our ability to raise needed financing, or to do so on favorable terms, as such losses could be taken into account by potential investors, lenders and the organizations that issue investment ratings on our indebtedness.
A lowering or withdrawal of the ratings assigned to our debt securities by ratings agencies may further increase our future borrowing costs and reduce our access to capital.
The debt ratings for our debt securities are below the "investment grade" category, which results in higher borrowing costs as well as a reduced pool of potential purchasers of our debt as some investors will not purchase debt securities that are not rated in an investment grade rating category. In addition, there can be no assurance that any rating assigned will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency, if in that rating agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. A lowering or withdrawal of a rating may further increase our future borrowing costs and reduce our access to capital.
Our ability to meet our obligations under our indebtedness may be restricted by limitations on our subsidiaries' ability to send us funds.
Cablevision's sole subsidiary is CSC Holdings. CSC Holdings' principal subsidiaries include various entities that own cable systems and other businesses. Cablevision's ability to pay interest and principal on its outstanding indebtedness is dependent upon the operations of CSC Holdings and its subsidiaries and the distributions or other payments of the cash they generate to Cablevision in the form of distributions, loans or advances. Similarly, CSC Holdings' ability to pay interest and principal on its indebtedness is dependent in part on distributions from its subsidiaries. The Company's subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due on the Company's indebtedness or to make any funds available to the Company to do so. In addition, Newsday is a party to a credit agreement that contains various financial and operating covenants that restrict the payment of dividends or other distributions. Also, our subsidiaries' creditors, including trade creditors, in the event of a liquidation or reorganization of any subsidiary, would be entitled to a claim on the assets of such subsidiaries, including any assets transferred to those subsidiaries, prior to any of our claims as a stockholder and those creditors are likely to be paid in full before any distribution is made to us. To the extent that we are a creditor of a subsidiary, our claims could be subordinated to any security interest in the assets of that subsidiary and/or any indebtedness of that subsidiary senior to that held by us.
Our ability to incur debt and the use of our funds are limited by significant restrictive covenants in financing agreements.
Our credit facilities and debt instruments contain various financial and operating covenants that, among other things, require the maintenance of financial ratios and restrict the relevant borrower's ability to incur debt from other sources and to use funds for various purposes, including investments in some subsidiaries. Violation of these covenants could result in a default that would permit the parties who have lent money under such credit facilities and such other debt instruments to:
•
restrict the ability to borrow undrawn funds under such credit facilities, and
•
require the immediate repayment of the borrowings thereunder.
These events would be likely to have a material adverse effect on the value of our debt and equity securities.
We will need to raise significant amounts of funding over the next several years to fund capital expenditures, repay existing obligations and meet other obligations and the failure to do so successfully could adversely affect our business. We may also engage in extraordinary transactions that involve the incurrence of large amounts of debt.
Our business is very capital intensive. Operating and maintaining our cable systems requires significant amounts of cash payments to third parties. Capital expenditures were $891.7 million, $951.7 million and $991.6 million, in 2014, 2013 and 2012, respectively, and primarily include payments for customer premise equipment, such as new digital video cable boxes and modems, as well as infrastructure and capital expenditures related to our cable and Lightpath networks, in addition to the capital requirements of our other businesses. Historically, we have made substantial investments in the development of new and innovative programming options and other service offerings for our customers as a way of differentiating ourselves from our competitors. For example, we have deployed WiFi access points throughout our footprint. We expect these capital expenditures to continue to be significant as we further enhance our service offerings. We have substantial future capital commitments in the form of long-term contracts that require substantial payments over a period of time. We will not be able to generate sufficient cash internally to fund anticipated capital expenditures, meet these obligations and repay our indebtedness at maturity. Accordingly, we will have to do one or more of the following:
•
eliminate or reduce the quarterly dividend and/or share repurchase program;
•
refinance existing obligations to extend maturities;
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raise additional capital, through debt or equity issuances or both;
•
cancel or scale back current and future spending programs; or
•
sell assets or interests in one or more of our businesses.
However, you should not assume that we will be able to refinance existing obligations or raise any required additional capital or to do so on favorable terms. Borrowing costs related to future capital raising activities may be significantly higher than our current borrowing costs and we may not be able to raise additional capital on favorable terms, or at all, if unsettled conditions in financial markets recur. If we are unable to pursue our current and future spending programs, we may be forced to cancel or scale back those programs. Our choice of which spending programs to cancel or reduce may be limited. Failure to successfully pursue our capital expenditure and other spending plans could materially and adversely affect our ability to compete effectively. It is possible
that in the future we may also engage in extraordinary transactions and such transactions could result in the incurrence of substantial additional indebtedness.
Our business is subject to extensive government regulation and changes in current or future laws or regulations could restrict our ability to operate our business as we currently do.
Our cable and other telecommunications businesses are heavily regulated and operate pursuant to detailed statutory and regulatory requirements at the federal, state and local level. See "Item 1. Business - Regulation". In certain of our service areas, state or local franchising authorities regulate the basic service tier rates we may charge our customers for certain of our video services in accordance with FCC rules. The FCC and state and local governments also regulate us in other ways that affect the daily conduct of our video delivery and video programming businesses, our voice business and our high-speed Internet access businesses. In addition, our businesses are dependent upon governmental authorizations to carry on their operations. See discussion under "Item 1. Business -Regulation".
Legislative enactments, court actions, and federal, state, and local regulatory proceedings frequently modify the terms under which we offer our services and operate. The results of these legislative, judicial and administrative actions may materially adversely affect our business or results of operations. For example, new requirements giving third parties access to our network or other assets, limits on how we offer broadband service or the rates we charge for it, or new regulations that confer asymmetrical benefits on online video distributors could materially affect our ability to compete. Changes to regulations from which we benefit and on which we depend to run our businesses also could materially affect our operations. Any action with respect to these or other matters by the courts, Congress, the FCC, the states of New York, New Jersey, Connecticut, or concerted action by local regulators, the likelihood or extent of which we cannot predict, could have a material adverse effect on us.
Our current franchises are non-exclusive and our franchisors need not renew our franchises.
Our cable television systems are operated primarily under non-exclusive franchise agreements with state or municipal government franchising authorities, with the latter in some states also subject to approval of state regulatory authorities. Consequently, our business is dependent on our ability to obtain and renew our franchises. Although we have never lost a franchise as a result of a failure to obtain a renewal, our franchises are subject to non renewal or termination under some circumstances. In some cases franchise agreements have not been renewed by the expiration date, and we operate under temporary authority routinely granted from the state while negotiating renewal terms with the franchise authorities. As of December 31, 2014, our ten largest franchise areas comprised approximately 57% of our total video customers and of those, two franchises, Newark, New Jersey, and the Town of Hempstead, New York, comprising an aggregate of approximately 136,000 video customers, were expired. The Newark, New Jersey franchise agreement was renewed in January 2015. We are currently lawfully operating in the Town of Hempstead, New York franchise area under temporary authority recognized by the State of New York.
We rely on network and information systems for our operations, and a disruption or failure of those systems may disrupt our operations.
Network and information systems are essential to our ability to deliver our services to our customers. We have in place multiple security systems designed to protect against intentional or unintentional disruption, failure, misappropriation or corruption of our network and information systems. A problem of this type might be caused by events such as computer hacking, computer viruses, worms and other destructive or disruptive software, "cyber attacks" and other malicious activity, as well as natural disasters, power outages, terrorist attacks and similar events. Such events could have an adverse impact on us and our customers, including degradation of service, service disruption, excessive call volume to call centers and damage to our plant, equipment and data. Operational or business delays may result from the disruption of network or information systems and the subsequent remediation activities. Moreover, these events may create negative publicity resulting in reputation or brand damage with customers and our results of operations could suffer.
We have expended, and expect to continue to spend in the future, significant amounts to protect our network and information systems; however, there can be no assurance that these efforts will prevent any of the problems identified above.
If we experience a significant data security breach or fail to detect and appropriately respond to a significant data security breach, our results of operations and reputation could suffer.
The nature of our business involves the receipt and storage of information about our customers and employees. We have procedures in place to detect and respond to data security incidents. However, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventive measures. In addition, hardware, software or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to our systems or facilities. If our efforts to protect the security of information about our customers and employees are unsuccessful, a significant data security breach may result in costly government enforcement actions, private litigation, and negative publicity resulting in reputation or brand damage with customers, and our results of operations could suffer.
A portion of our workforce is represented by labor unions. Collective bargaining agreements can increase our expenses. Labor disruptions could adversely affect our operations.
As of December 31, 2014, 486 of our full-time employees were covered by collective bargaining agreements. In February 2015, the Company and the Communication Workers of America ("CWA") entered into a collective bargaining agreement which covers approximately 262 of our workforce, primarily technicians in Brooklyn, New York. Collective bargaining agreements with the CWA covering this group of employees or agreements with other unionized employees may increase our expenses. In addition, any disruptions to our operations due to labor related problems could have an adverse effect on our business.
Our Newsday business has suffered operating losses historically and such losses are expected to continue in the future.
Newsday suffered operating losses of $37.7 million, $71.1 million, and $47.0 million for the years ended December 31, 2014, 2013, and 2012, respectively, which included impairments of intangible assets of $5.8 million, $37.5 million, and $13.0 million in 2014, 2013 and 2012, respectively. Operating losses are expected to continue in the future. As of December 31, 2014, Newsday had a credit facility outstanding which consisted of a $480 million floating rate term loan guaranteed by CSC Holdings. In addition, at December 31, 2014, Newsday Holdings held approximately $611 million aggregate principal amount of senior notes issued by Cablevision. Newsday has agreed that it will hold Cablevision or CSC Holdings senior notes or cash balances in excess of the amount of borrowings outstanding under its senior secured credit facility until it matures.
Demand for advertising, increased competition and declines in circulation affect Newsday.
A majority of the revenues of our Newsday business are from advertising. Expenditures by advertisers generally reflect economic conditions and declines in national and local economic conditions affect demand for advertising and the levels of advertising revenue for Newsday.
Newsday operates in a highly competitive market which may adversely affect advertising and circulation revenues. Newsday faces significant competition for advertising revenue from a variety of media sources, including other newspapers that reach a similar audience, magazines, shopping guides, yellow pages, websites, mobile-device platforms, broadcast and cable television, radio, and direct marketing; particularly if those media sources provide advertising services that could substitute for those provided by Newsday within the same geographic area. Specialized websites for real estate, automobile and help wanted advertising have become increasingly competitive with our newspapers and websites for classified advertising and further development of additional targeted websites is likely.
The newspaper industry generally has experienced significant declines in advertising and circulation revenue as circulation and readership levels continue to be adversely affected by competition from new media news formats and less reliance on newspapers by some consumers as a source of news, particularly younger consumers. Newsday has experienced similar advertising revenue declines. A prolonged decline in circulation would have a material adverse effect on the rate and volume of advertising revenues.
A significant amount of our book value consists of intangible assets that may not generate cash in the event of a voluntary or involuntary sale.
At December 31, 2014, we reported approximately $6.8 billion of consolidated total assets, of which approximately $1.0 billion were intangible. Intangible assets include franchises from city and county governments to operate cable television systems and goodwill. While we believe that the carrying values of our intangible assets are recoverable, you should not assume that we would receive any cash from the voluntary or involuntary sale of these intangible assets, particularly if we were not continuing as an
operating business. We urge you to read carefully our consolidated financial statements contained herein, which provide more detailed information about these intangible assets.
The MSG Distribution and the AMC Networks Distribution could result in significant tax liability.
We have received private letter rulings from the IRS to the effect that, among other things, the MSG Distribution (whereby Cablevision distributed to its stockholders all of the outstanding common stock of The Madison Square Garden Company ("Madison Square Garden"), a company which owns the sports, entertainment and media businesses previously owned and operated by the Company's Madison Square Garden segment) and the AMC Networks Distribution (whereby Cablevision distributed to its stockholders all of the outstanding common stock of AMC Networks, a company which consisted principally of national programming networks, including AMC, WE tv, IFC and Sundance Channel, previously owned and operated by the Company's Rainbow segment) and certain related transactions, will qualify for tax-free treatment under the Internal Revenue Code of 1986, as amended (the "Code").
Although a private letter ruling from the IRS generally is binding on the IRS, if the factual representations or assumptions made in the letter ruling request are untrue or incomplete in any material respect, we will not be able to rely on the ruling. Furthermore, the IRS will not rule on whether a distribution satisfies certain requirements necessary to obtain tax-free treatment under the Code. Rather, the ruling is based upon our representations that these conditions have been satisfied, and any inaccuracy in such representations could invalidate the ruling.
If the MSG Distribution or the AMC Networks Distribution does not qualify for tax-free treatment for U.S. federal income tax purposes, then, in general, we would be subject to tax as if we had sold the Madison Square Garden common stock or AMC Networks common stock, as the case may be, in a taxable sale for its fair value. Cablevision stockholders would be subject to tax as if they had received a distribution equal to the fair value of Madison Square Garden common stock or AMC Networks common stock, as the case may be, that was distributed to them, which generally would be treated as a taxable dividend. It is expected that the amount of any such taxes to Cablevision's stockholders and us would be substantial.
We rely on Madison Square Garden's and AMC Networks' performance under various agreements.
In connection with the MSG Distribution and the AMC Networks Distribution, we entered into various agreements with Madison Square Garden and AMC Networks, respectively, including a distribution agreement, a tax disaffiliation agreement, a transition services agreement, an employee matters agreement and certain related party arrangements. These agreements govern our relationship with those entities subsequent to the distributions and provide for the allocation of employee benefits, taxes and certain other liabilities and obligations attributable to periods prior to the distributions. These agreements also include arrangements with respect to transition services and a number of on-going commercial relationships. The distribution agreements include agreements that we and those entities agree to provide each other with indemnities with respect to liabilities arising out of the businesses we transferred to those entities. We are also party to other arrangements with Madison Square Garden and AMC Networks, such as affiliation agreements covering the MSG networks and AMC, WE tv, IFC and Sundance Channel. We and these entities will rely on the other to perform its obligations under these agreements. If Madison Square Garden or AMC Networks were to breach or to be unable to satisfy its material obligations under these agreements, including a failure to satisfy its indemnification obligations, we could suffer operational difficulties or significant losses.
We share certain executives and directors with Madison Square Garden and AMC Networks, which means those executives will not devote their full time and attention to our affairs.
As a result of the AMC Networks Distribution, our Chairman, Charles F. Dolan, serves as Executive Chairman of AMC Networks. As a result of the MSG Distribution, our Chief Executive Officer, James L. Dolan, also serves as the Executive Chairman of Madison Square Garden. This arrangement is similar to the historical situation whereby Mr. Dolan had served as a senior officer of Madison Square Garden and Charles F. Dolan provided senior leadership to our Rainbow segment. In February 2015, our Vice Chairman and Chief Financial Officer, Gregg G. Seibert, was appointed as Vice Chairman of both Madison Square Garden and AMC Networks. As a result, three senior executives of the Company are not devoting their full time and attention to the Company's affairs. In addition, six members of our Board of Directors are also directors of Madison Square Garden and eight members of our Board of Directors are also directors of AMC Networks.
Our overlapping directors and executives may result in the diversion of corporate opportunities and other potential conflicts.
Our Board of Directors has adopted a policy that acknowledges that directors and officers of the Company may also be serving as directors, officers, employees or agents of Madison Square Garden or AMC Networks and their respective subsidiaries and that the Company may engage in material business transactions with such entities. The Company renounced its rights to certain business
opportunities and the new policy provides that no director or officer of the Company who is also serving as a director, officer, employee or agent of Madison Square Garden or AMC Networks and their respective subsidiaries will be liable to the Company or its stockholders for breach of any fiduciary duty that would otherwise exist by reason of the fact that any such individual directs a corporate opportunity (other than certain limited types of opportunities set forth in the policy) to Madison Square Garden or AMC Networks or any of their respective subsidiaries instead of the Company, or does not refer or communicate information regarding such corporate opportunities to the Company. The policy expressly validates certain contracts, agreements, assignments and transactions (and amendments, modifications or terminations thereof) between the Company and Madison Square Garden or AMC Networks and/or any of their respective subsidiaries and, to the fullest extent permitted by law, provides that the actions of the overlapping directors or officers in connection therewith are not breaches of fiduciary duties owed to the Company, any of its subsidiaries or their respective stockholders.
We are controlled by the Dolan family. As a result of their control of us, the Dolan family has the ability to prevent or cause a change in control or approve, prevent or influence certain actions by us.
Cablevision has two classes of common stock:
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Class B common stock, which is generally entitled to ten votes per share and is entitled collectively to elect 75% of the Cablevision Board of Directors, and
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Class A common stock, which is entitled to one vote per share and is entitled collectively to elect the remaining 25% of the Cablevision Board of Directors.
As of February 19, 2015, the Dolan family, including trusts for the benefit of members of the Dolan family, collectively beneficially owned all of Cablevision's Class B common stock, approximately 2% of Cablevision's outstanding Class A common stock and approximately 72% of the total voting power of all the outstanding Cablevision common stock. Of this amount, our Chairman, Charles F. Dolan, beneficially owned approximately 59% of Cablevision's outstanding Class B common stock, less than 1% of Cablevision's outstanding Class A common stock and approximately 42% of the total voting power of all the outstanding Cablevision common stock. The members of the Dolan family holding Class B common stock have executed a stockholders’ agreement pursuant to which, among other things, the voting power of the Class B stockholders will be cast as a block with respect to all matters to be voted on by the Class B stockholders. The Dolan family is able to prevent a change in control of Cablevision and no person interested in acquiring Cablevision will be able to do so without obtaining the consent of the Dolan family. In the past, the Dolan family has made proposals to take Cablevision private, including a 2007 transaction that was submitted to a vote of Cablevision's stockholders but that did not receive shareholder approval. In each such case, the Dolan family stated that they were only interested in pursuing their proposed transaction and would not sell their stake in Cablevision. There can be no assurances that the Dolan family will not propose, undertake or consummate a similar transaction in the future.
As a result of the Dolan family's ownership of all of the Class B common stock, the Dolan family has the power to elect all the directors of Cablevision subject to election by holders of Class B common stock. Those directors constitute a majority of Cablevision's Board of Directors. In addition, Dolan family members may control stockholder decisions on matters in which holders of all classes of Cablevision common stock vote together as a single class. These matters could include the amendment of some provisions of Cablevision's certificate of incorporation and the approval of fundamental corporate transactions. In addition, the affirmative vote or consent of the holders of at least 66-2⁄3% of the outstanding shares of the Class B common stock, voting separately as a class, is required to approve the authorization or issuance of any additional shares of Class B common stock. Furthermore, the Dolan family members also have the power to prevent any amendment, alteration or repeal of any of the provisions of Cablevision's certificate of incorporation that adversely affects the powers, preferences or rights of the Class B common stock.
One purpose of the stockholders’ agreement referred to above is to consolidate Dolan family control of Cablevision. The Dolan family requested Cablevision's Board of Directors to exercise Cablevision's right, as a "controlled company", to opt-out of the New York Stock Exchange listing standards that, among other things, require listed companies to have a majority of independent directors on their board and to have an independent corporate governance and nominating committee. Cablevision's Board of Directors and the directors elected by holders of Class A common stock each approved this request on March 8, 2004.
Item 1B.
Item 1B. Unresolved Staff Comments
None.
Item 2.
Item 2. Properties
We own our headquarters building located in Bethpage, New York with approximately 558,000 square feet of space. We also own certain other real estate where our earth stations, headend equipment and microwave receiving antennae are located primarily in New York, New Jersey and Connecticut, aggregating approximately 719,000 square feet of space.
We lease real estate where certain of our business offices, earth stations, transponders, microwave towers, warehouses, headend equipment, hub sites, access studios and microwave receiving antennae are located, as well as other properties, aggregating approximately 2,480,000 square feet of space primarily in New York, New Jersey and Connecticut.
We also lease business offices in Jericho, New York with approximately 621,000 square feet of space. Of this amount, we currently sublease approximately 295,000 square feet of space to third party tenants and approximately 16,000 square feet of space is currently vacant.
In addition, Newsday leases properties aggregating approximately 707,000 square feet of space which includes approximately 527,000 square feet relating to its administrative and printing facility in Melville, New York.
We generally own all assets (other than real property) related to our cable operations, including our headend equipment (towers, antennae, electronic equipment and satellite earth stations), cable system plant (distribution equipment, amplifiers, subscriber drops and hardware), converters, test equipment, program production equipment, tools and maintenance equipment. We also generally own our service and other vehicles.
We believe our properties are adequate for our use.
Item 3.
Item 3. Legal Proceedings
Refer to Note 16 to our consolidated financial statements included in this Annual Report on Form 10-K for a discussion of our legal proceedings.
Item 4.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5.
Item 5.
Market for the Registrants' Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
CNYG Class A common stock is traded on the New York Stock Exchange ("NYSE") under the symbol "CVC".
Price Range of Cablevision NY Group Class A Common Stock
The following tables set forth for the periods indicated the intra-day high and low sales prices per share of the CNYG Class A common stock as reported on the NYSE:
As of February 19, 2015, there were 1,087 holders of record of CNYG Class A common stock.
There is no public trading market for the CNYG Class B common stock, par value $.01 per share. As of February 19, 2015, there were 23 holders of record of CNYG Class B common stock.
All membership interests in CSC Holdings are held by Cablevision.
Stockholder Dividends and Distributions
Cablevision
The Board of Directors of Cablevision declared the following cash dividends to stockholders of record on both its CNYG Class A common stock and CNYG Class B common stock:
Cablevision paid dividends aggregating $160.5 million and $159.7 million in 2014 and 2013, respectively, primarily from the proceeds of equity distribution payments from CSC Holdings. In addition, as of December 31, 2014, up to approximately $8.3 million will be paid when, and if, restrictions lapse on restricted shares outstanding.
Cablevision may pay dividends on its capital stock only from net profits and surplus as determined under Delaware law. If dividends are paid on the CNYG common stock, holders of the CNYG Class A common stock and CNYG Class B common stock are entitled to receive dividends, and other distributions in cash, stock or property, equally on a per share basis, except that stock dividends with respect to CNYG Class A common stock may be paid only with shares of CNYG Class A common stock and stock dividends with respect to CNYG Class B common stock may be paid only with shares of CNYG Class B common stock.
Cablevision's indentures restrict the amount of dividends and distributions in respect of any equity interest that can be made.
CSC Holdings
During the years ended December 31, 2014 and 2013, CSC Holdings made equity distribution cash payments to Cablevision, its sole member, aggregating approximately $396.4 million and $501.2 million, respectively. These distribution payments were funded from cash on hand. The proceeds were used to fund:
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Cablevision's dividends paid;
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Cablevision's interest on its senior notes;
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Cablevision's repurchases of certain outstanding senior notes; and
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Cablevision's payments for the acquisition of treasury shares related to statutory minimum tax withholding obligations upon the vesting of certain restricted shares.
CSC Holdings may make distributions on its membership interests only if sufficient funds exist as determined under Delaware law.
CSC Holdings' indentures and the CSC Holdings credit agreement restrict the amount of dividends and distributions in respect of any equity interest that can be made.
Equity Compensation Plan Information
The Equity Compensation Plan information under which Cablevision's equity securities are authorized for issuance required under Item 5 is hereby incorporated by reference from Cablevision's definitive proxy statement for its Annual Meeting of Stockholders or, if such definitive proxy statement is not filed with the Securities and Exchange Commission prior to 120 days after the close of its fiscal year, an amendment to this Annual Report on Form 10-K filed under cover of Form 10-K/A.
CNYG Stock Performance Graph
The chart below compares the performance of the Company's CNYG Class A common stock with the performance of the S&P 500 Index and a Peer Group Index by measuring the changes in CNYG Class A common stock prices from December 31, 2009 through December 31, 2014. As required by the SEC, the values shown assume the reinvestment of all dividends and also reflect the effect of the AMC Networks Distribution and MSG Distribution. Because no published index of comparable media companies currently reports values on a dividends-reinvested basis, the Company has created a Peer Group Index for purposes of this graph in accordance with the requirements of the SEC. The Peer Group Index is made up of companies that engage in cable operations as a significant element of their business, although not all of the companies included in the Peer Group Index participate in all of the lines of business in which the Company is engaged and some of the companies included in the Peer Group Index also engage in lines of business in which the Company does not participate. Additionally, the market capitalizations of many of the companies included in the Peer Group are quite different from that of the Company. The common stocks of the following companies have been included in the Peer Group Index for 2014: Comcast Corporation, Mediacom Communications Corporation (until March 4, 2011 when Mediacom stock ceased trading), Time Warner Cable Inc., and Charter Communications. The chart assumes $100 was invested on December 31, 2009 in each of the Company's CNYG Class A common stock, the S&P 500 Index and in a Peer Group Index and reflects reinvestment of dividends on a quarterly basis and market capitalization weighting
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Item 6.
Item 6. Selected Financial Data
The operating and balance sheet data included in the following selected financial data have been derived from the consolidated financial statements of Cablevision and CSC Holdings. The selected financial data presented below should be read in conjunction with the audited consolidated financial statements of Cablevision and CSC Holdings and the notes thereto included in Item 8 of this Report.
(a)
See Note 19 to our consolidated financial statements for information regarding the impact of Superstorm Sandy.
(b)
See Note 5 to our consolidated financial statements for additional information regarding discontinued operations.
(a)
See Note 19 to our consolidated financial statements for information regarding the impact of Superstorm Sandy.
(b)
See Note 5 to our consolidated financial statements for additional information regarding discontinued operations.
Statistical Data (Unaudited):
(a)
Represents number of households/businesses that receive at least one of the Company's services.
(b)
Video 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. In calculating the number of customers, we count all customers other than inactive/disconnected customers (see footnote (e) below). Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group such as our current and retired employees. Most of these accounts are also not entirely free, as they typically generate revenue through pay-per-view or other pay services. Free status is not granted to regular customers as a promotion. We count a bulk commercial customer, such as a hotel, as one customer, and do not count individual room units at that hotel. In counting bulk residential customers, such as an apartment building, we count each subscribing family unit within the building as one customer, but do not count the master account for the entire building as a customer.
(c)
Represents the estimated number of single residence homes, apartment and condominium units passed by the cable distribution network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our cable distribution network.
(d)
RPC is calculated by dividing the average monthly U.S. generally accepted accounting principles ("GAAP") revenues for the Cable segment for the fourth quarter of each year presented by the average number of total customers served by our cable systems for the same period.
(e)
Amounts exclude customers that were located in the areas most severely impacted by Superstorm Sandy who we were unable to contact and those whose billing we decided to suspend temporarily during restoration of their homes. These customers represent approximately 11 thousand total, 10 thousand video, 9 thousand high-speed data and 7 thousand voice customers. Because of Superstorm Sandy, we suspended our normal collection efforts and non-pay disconnect policy during the fourth quarter of 2012. As a result, the customer information in the table above includes delinquent customer accounts that exceeded our normal disconnect timeline. Of these delinquent accounts, we estimated the number of accounts that we believed would be disconnected in 2013 as our normal collection and disconnect procedures resumed and our customer counts as of December 31, 2012 were reduced accordingly (27 thousand total, 24 thousand video, 23 thousand high-speed data and 19 thousand voice customers).
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
This Form 10-K contains statements that constitute forward looking information within the meaning of the Private Securities Litigation Reform Act of 1995. In this Form 10-K there are statements concerning our future operating results and future financial performance. Words such as "expects", "anticipates", "believes", "estimates", "may", "will", "should", "could", "potential", "continue", "intends", "plans" and similar words and terms used in the discussion of future operating results, future financial performance and future events identify forward looking statements. Investors are cautioned that such forward looking statements are not guarantees of future performance, results or events and involve risks and uncertainties and that actual results or developments may differ materially from the forward looking statements as a result of various factors. Factors that may cause such differences to occur include, but are not limited to:
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the level of our revenues;
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competition for subscribers from existing competitors (such as telephone companies, direct broadcast satellite ("DBS") distributors, and Internet-based providers) and new competitors entering our franchise areas;
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demand for our video, high-speed data and voice services, which is impacted by competition from other services and changes in technology and consumer expectations and behavior;
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the level of our expenses, including the cost of programming;
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the level of our capital expenditures;
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changes in the laws or regulations under which we operate;
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general economic conditions in the areas in which we operate;
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the state of the market for debt securities and bank loans;
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demand for advertising in our newspapers along with subscriber and single copy outlet sales demand for our newspapers;
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market demand for new services;
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demand for advertising on our cable television systems;
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industry conditions;
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the outcome of litigation and other proceedings, including the matters described under Item 3. Legal Proceedings;
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future acquisitions and dispositions of assets;
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the tax-free treatment of the MSG Distribution and the AMC Networks Distribution (each as defined herein);
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whether pending uncompleted transactions, if any, are completed on the terms and at the times set forth (if at all);
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other risks and uncertainties inherent in the cable business, the newspaper publishing business, and our other businesses;
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financial community and rating agency perceptions of our business, operations, financial condition and the industries in which we operate; and
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the factors described in our filings with the Securities and Exchange Commission, including under the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained herein.
We disclaim any obligation to update or revise the forward looking statements contained herein, except as otherwise required by applicable federal securities laws.
CABLEVISION SYSTEMS CORPORATION
All dollar amounts, except per customer and per share data, included in the following discussion under this Item 7, are presented in thousands.
Summary
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. See "Item 1A. Risk Factors".
In 2013, we completed the Clearview Sale and the Bresnan Sale (see Note 1 to our consolidated financial statements). Effective as of the closing dates of the Clearview Sale and the Bresnan Sale, we no longer consolidate the financial results of Clearview Cinemas and Bresnan Cable. Accordingly, the historical financial results of Clearview Cinemas and Bresnan Cable have been reflected in our consolidated financial statements as discontinued operations for all periods presented.
Cable
Our Cable segment, which accounted for 90% of our consolidated revenues, net of inter-segment eliminations, for the year ended December 31, 2014, derives revenues principally through monthly charges to subscribers of our video, high-speed data and VoIP services which accounted for 53%, 22% and 14%, respectively, of our consolidated revenues, net of inter-segment eliminations, for the year ended December 31, 2014. These monthly charges include fees for video programming, high-speed data and VoIP services, as well as equipment rental, digital video recorder ("DVR"), video-on-demand, pay-per-view, installation and home
shopping commissions. We also derive revenues from the sale of advertising time available on the programming carried on our cable television systems.
Revenue increases are derived from rate increases, increases in the number of subscribers to our services, including additional services sold to our existing subscribers, programming package upgrades by our video customers, speed tier upgrades by our high-speed data customers, and acquisition transactions that result in the addition of new subscribers.
Our ability to increase the number of subscribers to our services is significantly related to our penetration rates (the number of subscribers to our services as a percentage of serviceable passings, which represent the estimated number of single residence homes, apartment and condominium units passed by the cable distribution network in areas serviceable without further extending the transmission lines, including commercial establishments that have connected to our cable distribution network). As penetration rates increase, the number of available homes to which we can market our services generally decreases. Due to the high penetration of our video, high-speed data and VoIP services (53.1%, 54.7% and 44.2%, respectively, of serviceable passings at December 31, 2014), our ability to maintain or increase our existing customers and revenue in the future will continue to be negatively impacted.
We face competition from telephone companies, DBS service providers, and others, including the delivery of video content over the Internet directly to subscribers. As discussed in greater detail under “Competition” above, we face intense competition from Verizon. Verizon has constructed a fiber to the home network plant that passes a significant number of households in our service area. Verizon does not publicly report the extent of their build-out or penetration by area. Our estimate of Verizon's build out and sales activity in our service area is difficult to assess because it is based upon visual inspections and other limited estimating techniques, and therefore serves only as an approximation. We estimate that Verizon is currently able to sell a fiber-based video service, as well as high-speed data and VoIP services, to at least half of the households in our service area. In certain other portions of our service area, Verizon has also built its fiber network where we believe it is not currently able to sell its fiber-based video service, but is able to sell its high-speed data and VoIP services. In these areas (as well as other parts of our service area) Verizon markets DBS services along with its high-speed data and VoIP services. Verizon’s fiber network also passes areas where we believe it is not currently able to sell its video, high-speed data or VoIP services. Accordingly, Verizon may increase the number of customers in our service area to whom it is able to sell video, high speed data and VoIP services in the future.
Frontier offers video service, as well as high-speed data and VoIP services, in competition with us in most of our Connecticut service area. Frontier also markets DBS services in this service area. Verizon and Frontier have made and may continue to make promotional offers at prices lower than ours. Verizon has significantly greater financial resources than we do.
This competition affects our ability to add or retain customers and creates pressure upon the pricing of our services. Competition, particularly from Verizon, has negatively impacted our revenues and caused subscriber declines in our service areas. To the extent Verizon and Frontier continue to offer competitive and promotional packages, our ability to maintain or increase our existing customers and revenue will continue to be negatively impacted.
The two major DBS services, DISH Network and DIRECTV, are available to the vast majority of our customers. These companies each offer video programming that is substantially similar to the video service that we offer, at competitive prices. Each of these competitors has significantly greater financial resources than we do.
In addition, our revenues have been negatively impacted by the prolonged weak economic conditions as customers with less disposable income may have been more willing to obtain services from our competitors or other sources. Our revenues may continue to be negatively impacted by the prolonged weak economic conditions in certain portions of our service area.
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 may continue to do so in the future. For example, we have deployed WiFi access points throughout our footprint.
Our programming costs, which are the most significant component of our Cable segment's operating expenses, have increased and are expected to continue to increase primarily as a result of contractual rate increases and new channel launches. See "Business Segments Results - Cable" below for a further discussion of revenues and operating expenses and "Liquidity and Capital Resources - Capital Expenditures" for additional information regarding our capital expenditures.
Lightpath
Lightpath accounted for 5% of our consolidated revenues, net of inter-segment eliminations, for the year ended December 31, 2014. Lightpath derives revenues from the sale of fiber based telecommunications services to the business market. Lightpath operates in a highly competitive business telecommunications market and competes against the very largest telecommunications companies - incumbent local exchange carriers such as Verizon and AT&T, other competitive local exchange companies, and long distance companies. To the extent our competitors reduce their prices, future success of our Lightpath business may be negatively impacted.
Other
Our Other segment, which accounted for 5% of our consolidated revenues, net of inter-segment eliminations, for the year ended December 31, 2014, includes the operations of (i) Newsday, which includes the Newsday daily newspaper, amNew York, Star Community Publishing Group, and online websites, (ii) the News 12 Networks, our regional news programming services, (iii) Cablevision Media Sales, a cable television advertising company, and (iv) certain other businesses and unallocated corporate costs.
Newsday
Newsday's revenue is derived primarily from the sale of advertising and the sale of the Newsday daily newspaper, including home delivery, digital subscriptions, and single copy sales through local retail outlets ("circulation revenue"). For the year ended December 31, 2014, advertising revenues accounted for 65% and circulation revenues accounted for 34% of the total revenues of Newsday.
The newspaper industry generally has experienced significant declines in circulation and readership levels due to competition from new media news formats and less reliance on newspapers by consumers. Readership and circulation levels, as well as economic conditions and the existence of other advertising outlets, impact the demand for and level of our advertising. These factors will continue to negatively impact Newsday’s revenues.
Newsday's largest categories of operating expenses relate to the production and distribution of its print products. These costs are driven by volume (number of newspapers printed and number of pages printed) and the number of pages printed are impacted by the volume of advertising and editorial pages. The majority of Newsday's other costs, such as editorial content creation, rent and general and administrative expenses do not directly fluctuate with changes in advertising and circulation revenue.
News 12 Networks
Our News 12 Networks, which include seven 24-hour local news channels and five traffic and weather services dedicated to covering areas within the New York metropolitan area, derives its revenues from the sale of advertising on its networks and affiliation fees paid by cable operators, principally Cablevision.
Cablevision Media Sales
Cablevision Media Sales is a cable television advertising company that derives its revenues primarily from the sale of local and regional commercial advertising time on cable television networks in the New York metropolitan area, which offers advertisers the opportunity to target geographic and demographic audiences.
Critical Accounting Policies
In preparing its financial statements, the Company is required to make certain estimates, judgments and assumptions that it believes are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. The significant accounting policies, which we believe are the most critical to aid in fully understanding and evaluating our reported financial results, include the following:
Impairment of Long-Lived and Indefinite-Lived Assets:
The Company's long-lived and indefinite-lived assets at December 31, 2014 include goodwill of $264,690, other intangible assets of $775,879 ($739,098 of which are indefinite-lived intangible assets), and $3,025,747 of property, plant and equipment. Such assets accounted for approximately 60% of the Company's consolidated total assets. Goodwill and identifiable indefinite-lived intangible assets, which represent primarily the Company's cable television franchises and various trademarks, are tested annually for impairment during the first quarter ("annual impairment test date") and upon the occurrence of certain events or substantive changes in circumstances.
We assess qualitative factors for certain of our reporting units that carry goodwill. Among other relevant events and circumstances that affect the fair value of these reporting units, we assess individual factors such as:
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macroeconomic conditions;
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industry and market conditions;
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cost factors;
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overall financial performance of the reporting unit;
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changes in management, strategy or customers;
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relevant reporting unit specific events such as a change in the carrying amount of net assets, a more-likely-than-not expectation of selling or disposing all, or a portion, of a reporting unit; and
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sustained decrease in share price, as applicable.
The Company assesses these qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. This quantitative test is required only if the Company concludes that it is more likely than not that a reporting unit's fair value is less than its carrying amount.
When the qualitative assessment is not used, or if the qualitative assessment is not conclusive, the Company is required to determine goodwill impairment using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill utilizing an enterprise-value based premise approach. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill that would be recognized in a business combination. For the purpose of evaluating goodwill impairment at the annual impairment test date, the Company had two reporting units containing approximately 97% of the Company's goodwill balance of $264,690. These reporting units are Cable ($234,290) and Lightpath ($21,487).
The Company assesses the qualitative factors discussed above to determine whether it is necessary to perform the one-step quantitative identifiable indefinite-lived intangible assets impairment test. This quantitative test is required only if the Company concludes that it is more likely than not that a unit of accounting’s fair value is less than its carrying amount. When the qualitative assessment is not used, or if the qualitative assessment is not conclusive, the impairment test for identifiable indefinite-lived intangible assets requires a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The following table sets forth the amount of identifiable indefinite-lived intangible assets reported in the Company's consolidated balance sheet as of December 31, 2014:
For other long-lived assets, including intangible assets that are amortized, the Company evaluates assets for recoverability when there is an indication of potential impairment. If the undiscounted cash flows from a group of assets being evaluated is less than the carrying value of that group of assets, the fair value of the asset group is determined and the carrying value of the asset group is written down to fair value.
In assessing the recoverability of the Company's goodwill and other long-lived assets, the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and also the magnitude of any such charge. Fair value estimates are made at a specific point in time, based on relevant information. These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Estimates of fair value are primarily determined using discounted cash flows and comparable market transactions. These valuations are based on estimates and assumptions including projected future cash flows, discount rate, determination of appropriate market comparables and determination of whether a premium or discount should be applied to comparables. For the Cable reportable segment, these valuations also include assumptions for average annual revenue per customer, number of serviceable passings, operating margin and market penetration as a percentage of serviceable passings, among other assumptions. Further, the projected cash flow assumptions consider contractual relationships, customer attrition, eventual development of new technologies and market competition. For Newsday, these valuations also include assumptions for advertising and circulation revenue trends, operating margin, market participant synergies, and market multiples for comparable companies. If these estimates or material related assumptions change in the future, the Company may be required to record impairment charges related to its long-lived assets.
Based on the Company's annual impairment test during the first quarter of 2014, the Company's reporting units had significant safety margins, representing the excess of the estimated fair value of each reporting unit less its respective carrying value (including goodwill allocated to each respective reporting unit). In order to evaluate the sensitivity of the estimated fair value calculations of the Company's reporting units on the annual impairment calculation for goodwill, the Company applied hypothetical 10%, 20% and 30% decreases to the estimated fair values of each reporting unit. These hypothetical decreases of 10%, 20% and 30% would have no impact on the goodwill impairment analysis for the Company's Cable or Lightpath reporting units.
The Company's identifiable indefinite-lived intangible assets that represent approximately 99% of the total indefinite-lived intangibles recorded on the consolidated balance sheet at December 31, 2014 are the Company's cable television franchises and various reporting unit trademarks, which are valued using an income approach or market approach. The Company's cable television franchises are the largest of the Company's identifiable indefinite-lived intangible assets and reflect agreements we have with state and local governments that allow us to construct and operate a cable business within a specified geographic area. Our cable television franchises are valued using a discounted cash flows ("DCF") methodology. The DCF methodology used to value cable television franchises entails identifying the projected discrete cash flows related to such cable television franchises and discounting them back to the valuation date. The projected discrete cash flows related to such cable television franchises represent the rights to solicit and the right to service potential customers in the service areas defined by franchise rights currently held by the Company. Significant judgments inherent in a valuation include the selection of appropriate discount rates, estimating the amount and timing of estimated future cash flows attributable to the cable television franchises and identification of appropriate continuing growth rate assumptions. The discount rates used in the DCF analysis are intended to reflect the risk inherent in the projected future cash flows generated by the respective intangible assets.
Based on the Company's annual impairment test during the first quarter of 2014, the Company's cable television franchises within the Cable reporting unit have significant safety margins, representing the excess of the identifiable indefinite-lived intangible assets' estimated fair value unit of accounting over their respective carrying values. In order to evaluate the sensitivity of these fair value calculations, the Company applied hypothetical 10%, 20% and 30% decreases to the estimated fair value of these identifiable indefinite-lived intangibles. These hypothetical decreases would not have resulted in any impairment charges.
In addition, the Company recorded impairment charges of $200, $25,100 and $13,000, in the fourth quarter of 2014, 2013 and 2012, respectively, related to Newsday trademarks, reflecting the excess of the carrying values over the estimated fair values. The estimated fair values of Newsday's trademarks were based on discounted future cash flows calculated based on the relief-from-royalty method. The reduction in estimated fair values of the trademarks under the relief-from-royalty method was primarily due to a decrease in the assumed royalty rate from 2% for 2012 to 0.5% for 2013 and 2014. These decreases are primarily due to the lower projected margins for the Newsday print newspaper. In addition, declines in the Company's revenue projections for the Newsday print newspaper and changes in the discount rate from 11.5% for 2012 to 12.0% for 2013 and 11% for 2014 also impacted the estimated fair values. Changes in such estimates or the application of alternative assumptions could produce significantly different results.
In addition, in 2014 and 2013, the Company recorded an impairment charge of $5,631 and $12,358, respectively, relating to the excess of the carrying value over the estimated fair values of Newsday's amortizing subscriber relationships and advertising relationships, respectively. The decrease in fair values, which were determined based on discounted cash flows, resulted primarily from the decline in projected cash flows related to these assets.
Valuation of Deferred Tax Assets:
Deferred tax assets have resulted primarily from the Company's future deductible temporary differences and net operating loss carry forwards ("NOLs"). In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company's ability to realize its deferred tax assets depends upon the generation of sufficient future taxable income and tax planning strategies to allow for the utilization of its NOLs and deductible temporary differences. If such estimates and related assumptions change in the future, the Company may be required to record additional valuation allowances against its deferred tax assets, resulting in additional income tax expense in the Company's consolidated statement of operations. Management evaluates the realizability of the deferred tax assets and the need for additional valuation allowances quarterly. At this time, based on current facts and circumstances, management believes that it is more likely than not that the Company will realize benefit for its gross deferred tax assets, except those deferred tax assets against which a valuation allowance has been recorded which relate to certain state NOLs. The Company decreased the valuation allowance by $344 and $1,974 in 2014 and 2013, respectively, and increased the valuation allowance by $5,480 in 2012. During 2014 and 2013 certain state NOLs either expired or a determination was made that they could not be utilized in the future. The deferred tax asset corresponding to the expired NOLs had been fully offset by a valuation allowance. The associated deferred tax
asset and valuation allowance were both reduced by $6,735 and $303 in 2014 and 2013, respectively. Pursuant to certain LLC conversions during 2012, state NOLs for which the deferred tax asset had been offset by a valuation allowance were eliminated. The associated deferred tax asset and valuation allowance were both reduced by $3,074 in 2012.
Plant and Equipment:
Costs incurred in the construction of the Company's cable systems, including line extensions to, and upgrade of, the Company's hybrid fiber/coaxial infrastructure and headend facilities are capitalized. These costs consist of materials, subcontractor labor, direct consulting fees, and internal labor and related costs associated with the construction activities. The internal costs that are capitalized consist of salaries and benefits of the Company's employees and the portion of facility costs, including rent, taxes, insurance and utilities, that supports the construction activities. These costs are depreciated over the estimated life of the plant (10 to 25 years) and headend facilities (4 to 25 years). Costs of operating the plant and the technical facilities, including repairs and maintenance, are expensed as incurred.
Costs incurred to connect businesses or residences that have not been previously connected to the infrastructure or digital platform are also capitalized. These costs include materials, subcontractor labor, internal labor, and other related costs associated with the connection activities. In addition, on-site and remote technical assistance during the provisioning process for new digital product offerings are capitalized. The departmental activities supporting the connection process are tracked through specific metrics, and the portion of departmental costs that is capitalized is determined through a time weighted activity allocation of costs incurred based on time studies used to estimate the average time spent on each activity. New connections are amortized over the estimated useful lives of 5 years or 12 years for residence wiring and feeder cable to the home, respectively. The portion of departmental costs related to reconnection, programming service up- grade and down- grade, repair and maintenance, and disconnection activities are expensed as incurred.
The estimated useful lives assigned to our property, plant and equipment are reviewed on an annual basis or more frequently if circumstances warrant and such lives are revised to the extent necessary due to changing facts and circumstances. Any changes in estimated useful lives are reflected prospectively.
Refer to Note 2 to our consolidated financial statements included in this Annual Report on Form 10-K for a discussion of our accounting policies with respect to the policies discussed above and other items.
Legal Contingencies
The Company is party to various lawsuits and proceedings and is subject to other claims that arise in the ordinary course of business, some involving claims for substantial damages. The Company records an estimated liability for these claims when management believes the loss from such matters is probable and reasonably estimable. The Company reassesses the risk of loss as new information becomes available and adjusts liabilities as necessary. The actual cost of resolving a claim may be substantially different from the amount of the liability recorded. Refer to Note 16 to our consolidated financial statements included in this Annual Report on Form 10-K for a discussion of our legal contingencies.
Certain Transactions
The following transactions occurred during the periods covered by this Management's Discussion and Analysis of Financial Condition and Results of Operations:
2013 Transactions
On June 27, 2013, we completed the Clearview Sale and on July 1, 2013, we completed the Bresnan Sale. As a result, we no longer consolidate the financial results of Clearview Cinemas and Bresnan Cable. Accordingly, the historical financial results of Clearview Cinemas and Bresnan Cable have been reflected in our consolidated financial statements as discontinued operations for all periods presented.
Litigation Settlement
In connection with the AMC Networks Distribution in June 2011, CSC Holdings and AMC Networks and its subsidiary, Rainbow Programming Holdings, LLC (the "AMC Parties") entered into an agreement (the "VOOM Litigation Agreement") which provided that CSC Holdings and the AMC Parties would share equally in the proceeds (including in the value of any non-cash consideration) of any settlement or final judgment in the litigation with DISH Network, LLC ("DISH Network") that were received by subsidiaries of AMC Networks from VOOM HD Holdings LLC.
In October 2012, we and AMC Networks settled the litigation with DISH Network. Pursuant to the settlement agreement, DISH Network paid $700,000 to a joint escrow account for the benefit of us and AMC Networks. On April 8, 2013, we and AMC Networks reached agreement, pursuant to the VOOM Litigation Agreement, on the final allocation of the proceeds of the settlement. The parties agreed that (a) we would be allocated a total of $525,000 of the cash settlement payment; and (b) AMC Networks would retain $175,000 of the cash settlement payment (in addition to the long-term affiliation agreements entered into with DISH Network as part of the settlement). The final allocation was approved by independent committees of the Boards of Directors of the Company and AMC Networks. On April 9, 2013, we received $175,000 from AMC Networks (in addition to the $350,000 initially distributed to us from the joint escrow account in December 2012). The proceeds of $175,000 and $350,000 was recorded as a gain in discontinued operations for the years ended December 31, 2013 and 2012, respectively.
Non-GAAP Financial Measures
We define adjusted operating cash flow ("AOCF"), which is a non-GAAP financial measure, as operating income (loss) before depreciation and amortization (including impairments), excluding share-based compensation expense or benefit and restructuring expense or credits. Because it is based upon operating income (loss), AOCF also excludes interest expense (including cash interest expense) and other non-operating income and expense items. We believe that the exclusion of share-based compensation expense allows investors to better track the performance of the various operating units of our business without regard to expense associated with awards that are not expected to be made in cash, in the case of of restricted shares, restricted stock units and stock options, and the distortive effects of fluctuating stock prices in the case of stock appreciation rights.
We present AOCF as a measure of our ability to service our debt and make continuing investments, including in our capital infrastructure. We believe AOCF is an appropriate measure for evaluating the operating performance of our business segments and the Company on a consolidated basis. AOCF 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 net revenues and AOCF measures as the most important indicators of our business performance, and evaluate management's effectiveness with specific reference to these indicators. AOCF should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss), cash flows from operating activities, and other measures of performance and/or liquidity presented in accordance with U.S. generally accepted accounting principles ("GAAP"). Since AOCF 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. Each presentation of AOCF in this Annual Report on Form 10-K includes a reconciliation of AOCF to operating income (loss).
Results of Operations - Cablevision Systems Corporation
The following table sets forth on a historical basis certain items related to operations as a percentage of net revenues for the periods indicated:
STATEMENT OF INCOME DATA
The following is a reconciliation of operating income to AOCF:
STATEMENT OF INCOME DATA (continued)
The following is a reconciliation of operating income to AOCF:
Comparison of Consolidated Year Ended December 31, 2014 Versus Year Ended December 31, 2013
Consolidated Results - Cablevision Systems Corporation
We classify our operations into three reportable segments:
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Cable, consisting principally of our video, high-speed data, and VoIP services;
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Lightpath, which provides Ethernet-based data, Internet, voice and video transport and managed services to the business market in the New York metropolitan area; and
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Other, consisting principally of (i) Newsday, (ii) the News 12 Networks, (iii) Cablevision Media Sales, and (iv) certain other businesses and unallocated corporate costs.
We allocate certain amounts of our corporate overhead to each segment based upon their proportionate estimated usage of services. Corporate overhead costs allocated to Clearview Cinemas (previously included in the Other segment) and Bresnan Cable (previously included in the Cable segment) that were not eliminated as a result of the Clearview Sale and the Bresnan Sale have been reclassified to the Other segment in continuing operations for all periods presented.
The segment financial information set forth below, including the discussion related to individual line items, does not reflect inter-segment eliminations unless specifically indicated.
See "Business Segments Results" for a discussion relating to the operating results of our segments. In those sections, we provide detailed analysis of the reasons for increases or decreases in the various line items at the segment level.
Revenues, net for the year ended December 31, 2014 increased $228,794 (4%) as compared to revenues, net for the prior year. The net increase is attributable to the following:
Technical and operating expenses (excluding depreciation, amortization and impairments) include primarily:
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cable programming costs, which are costs paid to programmers (net of amortization of any incentives received from programmers for carriage) for cable content and are generally paid on a per-subscriber basis;
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network management and field service costs, which represent costs associated with the maintenance of our broadband network, including costs of certain customer connections;
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interconnection, call completion, circuit and transport fees paid to other telecommunication companies for the transport and termination of voice and data services; and
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content, production and distribution costs of our Newsday business.
Technical and operating expenses (excluding depreciation, amortization and impairments) in 2014 increased $57,582 (2%) as compared to 2013. The net increase is attributable to the following:
Selling, general and administrative expenses include primarily sales, marketing and advertising expenses, administrative costs, and costs of customer call centers. Selling, general and administrative expenses increased $12,893 (1%) for 2014 as compared to 2013. The net increase is attributable to the following:
Depreciation and amortization (including impairments) decreased $42,645 (5%) for 2014 as compared to 2013. The net decrease is attributable to the following:
Restructuring expense for the year ended December 31, 2014 and 2013 amounted to $2,480 and $23,550. The 2014 amount is comprised of $3,190 associated primarily with the elimination of positions in our Other segment, partially offset by credits related to adjustments to facility realignment provisions recorded in prior restructuring plans. The 2013 amount was comprised of $11,283 associated primarily with the elimination of 234 positions in our Cable segment, $10,038 associated primarily with the elimination of 191 positions in our Other segment and $1,558 associated primarily with the elimination of 16 positions in our Lightpath segment as a result of a strategic evaluation of the Company's operations. Additionally, we expensed $1,205 in connection with an early lease termination in our Other segment. Offsetting these expenses are restructuring credits of $534 related to adjustments to facility realignment provisions recorded in prior restructuring plans.
Adjusted operating cash flow increased $149,588 (9%) for 2014 as compared 2013. The net increase is attributable to the following:
Interest expense, net decreased $25,057 (4%) for 2014 as compared to 2013. The net decrease is attributable to the following:
See "Liquidity and Capital Resources" discussion below for a detail of our borrower groups.
Gain on investments, net for the years ended December 31, 2014 and 2013 of $129,659 and $313,167, respectively, consists primarily of the increase in the fair value of Comcast common stock owned by the Company. The effects of these gains are partially offset by the losses on the related equity derivative contracts, net described below.
Loss on equity derivative contracts, net for the years ended December 31, 2014 and 2013 of $45,055 and $198,688, respectively, consists of unrealized and realized gains due to the change in fair value of the Company's equity derivative contracts relating to the Comcast common stock owned by the Company. The effects of these losses are offset by the gains on investment securities pledged as collateral, which are included in gain on investments, net discussed above.
Loss on extinguishment of debt and write-off of deferred financing costs amounted to $10,120 and $22,542 for the years ended December 31, 2014 and 2013, respectively. The 2014 amount includes $9,618, related to the $750,000 repayment of CSC Holdings'
outstanding Term B loan facility in May 2014 and the $200,000 repayment in September 2014. In addition, the 2014 amount includes the write-off of unamortized deferred financing costs of $1,436 and a net gain of $934, net of fees, recognized in connection with the repurchase of Cablevision's outstanding 5.875% senior notes due September 2022.
The 2013 amount represents payments in excess of the aggregate principal amount to repurchase CSC Holdings senior notes due April 2014 and June 2015 and related fees and the write-off of unamortized deferred financing costs and discounts related to such repurchases, net of a gain recognized in connection with the repurchase of Cablevision's senior notes due September 2022. Additionally, the 2013 amount includes the write-off of deferred financing costs associated with the refinancing of the Restricted Group credit facility.
Income tax expense of $115,768 for the year ended December 31, 2014, reflected an effective tax rate of 27%. In January 2014, the Internal Revenue Service informed the Company that the consolidated federal income tax returns for 2009 and 2010 were no longer under examination. Accordingly, in the first quarter of 2014, the Company recorded a tax benefit of $53,132 associated with the reversal of a noncurrent liability relating to an uncertain tax position. New York State corporate tax reform legislation enacted on March 31, 2014 resulted in tax benefit of $2,050 primarily due to a reduction in the applicable tax rate used to measure deferred taxes. In 2014, the Company recorded tax benefit of $2,634 related to research credits. Absent these items, the effective tax rate for the year ended December 31, 2014 would have been 41%.
The Company recorded income tax expense of $65,635 for the year ended December 31, 2013, reflecting an effective tax rate of 34%. An increase in the valuation allowance relating to certain state net operating loss carry forwards resulted in tax expense of $5,631. In 2013, the Company recorded tax benefits of (i) $3,739 related to research credits, (ii) $11,228 resulting from a change in the state apportionment rates used to measure deferred taxes, and (iii) $3,851 resulting from a lower tax rate used to determine deferred tax on unrealized investment gains. Absent these items, the effective tax rate for the year ended December 31, 2013 would have been 41%.
For the year ended December 31, 2014, the Company has fully offset federal taxable income with a net operating loss carry forward ("NOL"). However, the Company is subject to the federal alternative minimum tax and certain state and local income taxes that are payable quarterly. At December 31, 2014, the Company had consolidated federal NOLs of $619,955. Subsequent to the utilization of the Company's NOLs and tax credit carry forwards, payments for income taxes are expected to increase significantly.
Income from discontinued operations
Income from discontinued operations, net of income taxes, for the years ended December 31, 2014 and 2013 reflects the following items:
See Note 5 to our consolidated financial statements for additional information regarding discontinued operations.
Business Segments Results
Cable
The table below sets forth, for the periods presented, certain historical financial information and the percentage that those items bear to revenues, net for our Cable segment:
The following is a reconciliation of operating income to AOCF:
Revenues, net for the year ended December 31, 2014 increased $208,934 (4%) as compared to revenues, net for the prior year. The net increase is attributable to the following:
The net revenue increase for the year ended December 31, 2014 as compared to the prior year was primarily due to rate increases: (i) for certain video services implemented during the second and third quarters of 2013, (ii) for certain video, high-speed data and voice services implemented during the first quarter of 2014, (iii) for certain video services implemented in the second quarter of 2014, and less promotional activity as a result of continued disciplined pricing policies. In addition, advertising revenue increased due to higher political spending and other revenue increased primarily due to installation revenue and advertising sales commissions.
Partially offsetting these increases was a decrease in revenue primarily due to a decline in video customers as compared to December 31, 2013.
The following table presents certain statistical information as of December 31, 2014, September 30, 2014 and December 31, 2013:
(a)
RPC is calculated by dividing the average monthly GAAP revenues for the Cable segment for the respective quarter presented by the average number of total customers served by our cable systems for the respective period.
The following table reflects our net customer increases (decreases) for the years ended December 31, 2014 and 2013:
We believe our overall customer declines noted in the table above are largely attributable to intense competition, particularly from Verizon, the result of disciplined pricing and credit policies primarily in 2014, and prolonged weak economic conditions in certain portions of our service area. These factors are expected to impact our ability to maintain or increase our existing customers and revenue in the future.
Technical and operating expenses (excluding depreciation and amortization shown below) for 2014 increased $80,198 (3%) as compared to 2013. The net increase is attributable to the following:
Technical and operating expenses consist primarily of (i) programming costs (including costs of video-on-demand and pay-per-view), which typically rise due to increases in contractual rates and new channel launches and are also impacted by changes in the
number of customers receiving certain programming services, (ii) 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, and (iii) other direct costs associated with providing and maintaining services to our customers which are impacted by general cost increases for employees, contractors, insurance and other various expenses.
Our programming costs increased 6% in 2014 due primarily to an increase in contractual programming rates, partially offset by a decrease in video customers. Our programming costs in 2015 will be impacted by changes in programming rates, which we expect to increase by high single digits, and by changes in the number of video customers.
Technical and operating expenses 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 cable television 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.
Costs of field operations, which consist primarily of employee related, customer installation and repair and maintenance costs, may fluctuate as a result of changes in level of activities and the utilization of contractors as compared to employees. Also, employee related and customer installation costs increase as the portion of our expenses that we are able to capitalize decrease due to lower new customer installations and lower new service upgrades. Network related costs, which consist primarily of employee related, repair and maintenance and utility costs, also fluctuate as capitalizable network upgrade and enhancement activity changes.
We expect that our technical and operating expenses will continue to increase in the future.
Selling, general and administrative expenses increased $32,230 (3%) for 2014 as compared to 2013. The net increase is attributable to the following:
Selling, general and administrative expenses include customer related costs, principally from the operation and maintenance of our call center facilities that handle customer inquiries and billing and collection activities. These costs rise as a result of general cost increases for employees and various other expenses. Sales and marketing costs primarily consist of employee costs and advertising production and placement costs associated with acquiring and retaining customers. These costs vary period to period and may increase with intense competition.
Depreciation and amortization decreased $3,872 (1%) for 2014 as compared to 2013. The net decrease resulted primarily from certain assets becoming fully depreciated, partially offset by depreciation of new asset purchases.
Adjusted operating cash flow increased $94,048 (5%) for the year ended December 31, 2014 as compared to 2013. The increase was due primarily to an increase in revenue, partially offset by an increase in both technical and operating and selling, general and administrative expenses (excluding depreciation and amortization, restructuring expense (credits) and share-based compensation), as discussed above.
Lightpath
The table below sets forth, for the periods presented, certain historical financial information and the percentage that those items bear to revenues, net for our Lightpath segment:
The following is a reconciliation of operating income to AOCF:
Revenues, net for the year ended December 31, 2014 increased $20,355 (6%) as compared to revenues, net for the prior year. The net revenue increase was derived primarily from an increase in Ethernet revenue for the year ended December 31, 2014 due to an increase in services installed, partially offset by reduced traditional voice and data services.
Technical and operating expenses (excluding depreciation and amortization shown below) for 2014 increased $2,740 (2%) as compared to 2013. The net increase is attributable primarily to increases in rent, the net favorable resolution of certain carrier related interconnection disputes in the 2013 period, other surcharges and fees, and utilities. Technical and operating expenses consist primarily of the direct costs associated with providing and maintaining services.
Selling, general and administrative expenses increased $4,897 (6%) for 2014 as compared to 2013. The net increase is attributable primarily to an increase in employee costs, including expenses related to long-term incentive plan awards, and other expenses. Selling, general and administrative expenses include sales and marketing costs which consist primarily of employee costs and marketing costs associated with acquiring and retaining customers.
Restructuring expense amounted to $285 and $1,558 for the year ended December 31, 2014 and 2013, respectively. The 2013 amount is associated with the elimination of positions as a result of a strategic evaluation of the Company's operations.
Depreciation and amortization increased $1,381 (2%) for 2014 as compared to 2013. The net increase resulted primarily from the depreciation of new asset purchases, partially offset by certain assets becoming fully depreciated.
Adjusted operating cash flow increased $11,308 (8%) for the year ended December 31, 2014 as compared to 2013. The increase was due primarily to an increase in revenue, net, partially offset by an increase in in technical and operating expense and selling, general and administrative expenses (excluding depreciation and amortization and share-based compensation), as discussed above.
Other
The table below sets forth, for the periods presented, certain financial information and the percentage that those items bear to revenues, net for the Other segment.
The following is a reconciliation of operating loss to AOCF deficit:
Revenues, net for the year ended December 31, 2014 decreased $715 as compared to revenues, net for the prior year. The net decrease is attributable to the following:
As filed with the Alliance for Audited Media (“AAM”) on January 19, 2015 and subject to audit by the AAM, Newsday submitted its most recent quarterly report which indicated total average circulation for the three months ended December 28, 2014 of approximately 340,000 on weekdays, approximately 321,000 on Saturdays and approximately 379,000 on Sundays. These circulation figures include digital editions (most of which are free to Optimum Online and Newsday print subscribers) to Newsday's restricted access website and mobile applications. These circulation figures include Newsday's total average print circulation of approximately 237,000 on weekdays, approximately 228,000 on Saturdays and approximately 284,000 on Sundays, which represents a decline of approximately 6.9%, 9.2%, and 9.1%, respectively, over the comparable prior year period. Circulation revenue for the year ended December 31, 2014 increased $4,189 (5%) primarily due to the impact of rate increases partially offset by a decline in volume.
On October 15, 2014, Newsday's other publications, which include amNew York and Star Community Publishing and are distributed for free, filed their most recent Publishers statements with the Certified Audit of Circulations, a subsidiary of the AAM. amNew York averaged gross weekday circulation of approximately 324,000 for the six months ended September 28, 2014, which represents a decline of approximately 5.9% over the comparable prior year period. Star Community Publishing distributed approximately 1,763,000 copies each week for the six months ended September 28, 2014, which represents a decline of approximately 2.0% over the comparable prior year period.
Technical and operating expenses (excluding depreciation and amortization shown below) for the year ended December 31, 2014 decreased $25,934 (10%) as compared to the prior year. The net decrease is attributable to the following:
Selling, general, and administrative expenses for the year ended December 31, 2014 decreased $23,876 (7%) as compared to the prior year. The net decrease is attributable to the following:
Prior to the Clearview Sale and the Bresnan Sale, we allocated certain corporate overhead, including share-based compensation expense and expenses related to Cablevision's long-term incentive plans aggregating $9,117 for the year ended December 31, 2013, to Clearview Cinemas (previously included in the Other segment) and Bresnan Cable (previously included in the Cable segment). Such expenses were not eliminated as a result of the Clearview Sale and the Bresnan Sale and have remained or have been reclassified to the Other segment.
Restructuring expense for the year ended December 31, 2014 amounted to $2,214 compared to $10,709 for the year ended December 31, 2013. The 2014 amount is comprised of $3,190 associated primarily with the elimination of positions, partially offset by credits of $976 related to adjustments to facility realignment provisions recorded in prior restructuring plans. The 2013 amount included $10,038 associated primarily with the elimination of 191 positions as a result of a strategic evaluation of the Company's operations and $1,205 recorded in connection with an early lease termination. Offsetting these expenses were restructuring credits of $534 related to adjustments to severance and facility realignment provisions recorded in prior restructuring plans.
Depreciation and amortization (including impairments) for the year ended December 31, 2014 decreased $40,154 (48%) as compared to the prior year. The net decrease consists of a decrease in impairment charges of $42,199 (including a decrease in impairment charges related to Newsday's intangible assets of $31,627 and a decrease in impairments related to other equipment of $10,572). Additionally there was a net decrease of $8,645 due to certain intangibles becoming fully amortized and certain assets becoming fully depreciated, partially offset by depreciation of new asset purchases. An increase in depreciation of $10,690 was due to an adjustment recorded in 2013 that decreased depreciation expense related to prior years.
Adjusted operating cash flow deficit decreased $44,232 (22%) for the year ended December 31, 2014 as compared to 2013 (including Newsday's AOCF deficit of $15,661 in 2014 compared to $15,399 in 2013). The decrease was due primarily to a decrease in operating expenses excluding depreciation and amortization and share-based compensation, partially offset by a decrease in revenue, as discussed above.
Comparison of Consolidated Year Ended December 31, 2013 Versus Year Ended December 31, 2012
Consolidated Results - Cablevision Systems Corporation
Revenues, net for the year ended December 31, 2013 increased $100,477 (2%) as compared to revenues, net for the prior year. The net increase is attributable to the following:
Technical and operating expenses (excluding depreciation, amortization and impairments) in 2013 increased $77,649 (3%) as compared to 2012. The net increase is attributable to the following:
Selling, general and administrative expenses include primarily sales, marketing and advertising expenses, administrative costs, and costs of customer call centers. Selling, general and administrative expenses increased $66,960 (5%) for 2013 as compared to 2012. The net increase is attributable to the following:
Depreciation and amortization (including impairments) increased $1,372 for 2013 as compared to 2012. The net increase is attributable to the following:
Restructuring expense for the year ended December 31, 2013 amounted to $23,550. This is comprised of $11,283 associated primarily with the elimination of 234 positions in our Cable segment, $10,038 associated primarily with the elimination of 191 positions in our Other segment and $1,558 associated primarily with the elimination of 16 positions in our Lightpath segment as a result of a strategic evaluation of the Company's operations. Additionally, we expensed $1,205 in connection with an early lease termination in our Other segment. Offsetting these expenses are restructuring credits of $534 related to adjustments to facility realignment provisions recorded in prior restructuring plans.
Adjusted operating cash flow decreased $52,122 (3%) for the year ended December 31, 2013 as compared to 2012. The net decrease is attributable to the following:
Interest expense, net decreased $59,437 (9%) for 2013 as compared to 2012. The net decrease is attributable to the following:
See "Liquidity and Capital Resources" discussion below for a detail of our borrower groups.
Gain on investments, net for the years ended December 31, 2013 and 2012 of $313,167 and $294,235, respectively, consists primarily of the increase in the fair value of Comcast common stock owned by the Company. The effects of these gains are offset by the losses on the related equity derivative contracts, net described below.
Loss on equity derivative contracts, net for the years ended December 31, 2013 and 2012 of $198,688 and $211,335, respectively, consists of unrealized and realized gains due to the change in fair value of the Company's equity derivative contracts relating to the Comcast common stock owned by the Company. The effects of these losses are offset by the gains on investment securities pledged as collateral, which are included in gain on investments, net discussed above.
Loss on interest rate swap contracts, net amounted to $1,828 for the year ended December 31, 2012. Through their maturity on June 30, 2012, CSC Holdings was party to several interest rate swap contracts with an aggregate notional amount of $2,600,000 that effectively fixed borrowing rates on a portion of the Company's floating rate debt. The losses on interest rate swap contracts were a result of a shift in the yield curve over the life of the swap contracts.
Loss on extinguishment of debt and write-off of deferred financing costs amounted to $22,542 and $66,213 for the years ended December 31, 2013 and 2012, respectively. The 2013 amount represents payments in excess of the aggregate principal amount to repurchase CSC Holdings senior notes due April 2014 and June 2015 and related fees and the write-off of unamortized deferred financing costs and discounts related to such repurchases, net of a gain recognized in connection with the repurchase of Cablevision's senior notes due September 2022. Additionally, the 2013 amount includes the write-off of deferred financing costs associated with the refinancing of the Restricted Group credit facility. The 2012 amount represents payments in excess of the aggregate principal amount to repurchase a portion of CSC Holdings' senior notes due April 2014 and June 2015 and related fees associated with the tender offer and the write-off of unamortized deferred financing costs and discounts related to such repurchases. Additionally, the 2012 amount includes the write-off of deferred financing costs associated with the refinancing of the Newsday credit facility.
Income tax expense of $65,635 for the year ended December 31, 2013, reflected an effective tax rate of 34%. An increase in the valuation allowance relating to certain state net operating loss carry forwards resulted in tax expense of $5,631. The Company recorded tax benefits of (i) $3,739 related to research and development credits, (ii) $11,228 resulting from a change in the state apportionment rates used to measure deferred taxes, and (iii) $3,851 resulting from a lower tax rate used to determine deferred tax on unrealized investment gains. Absent these items, the effective tax rate for the year ended December 31, 2013 would have been 41%.
The Company recorded income tax expense of $51,994 for the year ended December 31, 2012, reflecting an effective tax rate of 41%. An increase in the valuation allowance relating to certain state net operating loss carry forwards resulted in tax expense of $5,480. The Company recorded a tax benefit of $2,659 related to uncertain tax positions and $3,935 resulting from re-measuring the deferred tax asset for certain state net operating loss carry forwards. The exclusion of pretax income of an entity that is not
consolidated for income tax purposes resulted in tax benefit of $2,605. Absent these items, the effective tax rate for the year ended December 31, 2012 would have been 44%.
Income from discontinued operations
Income from discontinued operations, net of income taxes, for the years ended December 31, 2013 and 2012 reflects the following items:
See Note 5 to our consolidated financial statements for additional information regarding discontinued operations.
Business Segments Results
Cable
The table below sets forth, for the periods presented, certain historical financial information and the percentage that those items bear to revenues, net for our Cable segment:
The following is a reconciliation of operating income to AOCF:
In the fourth quarter 2012, as a result of Superstorm Sandy, we recorded customer service credits and net incremental costs of approximately $116,300, including capital expenditures. In the first quarter of 2013, we incurred an additional $7,600, primarily for repairs and maintenance, to complete our remediation. See discussion below.
Revenues, net for the year ended December 31, 2013 increased $96,903 (2%) as compared to revenues, net for the prior year. The net increase is attributable to the following:
The net revenue increase for the year ended December 31, 2013 as compared to the prior year was primarily derived from (i) an increase in high-speed data revenue due primarily to a rate increase implemented in the first quarter of 2013, (ii) $33,156 in customer credits recorded in 2012 as a result of Superstorm Sandy, (iii) higher average recurring video revenue per video customer, and (iv) higher high-speed data and voice customers as outlined in the table below. This increase was partially offset by declines in video revenue due to an 80,000 decline in video customers as compared to December 31, 2012, the favorable resolution of a voice access dispute for $11,750 recorded in 2012 and a decline in advertising revenue.
The following table presents certain statistical information as of December 31, 2013, September 30, 2013 and December 31, 2012:
(a)
Amounts exclude customers that were located in the areas most severely impacted by Superstorm Sandy who we were unable to contact and those whose billing we have decided to suspend temporarily during restoration of their homes. These customers represent approximately 11 thousand total, 10 thousand video, 9 thousand high-speed data and 7 thousand voice customers. Because of Superstorm Sandy, we suspended our normal collection efforts and non-pay disconnect policy during the fourth quarter of 2012. As a result, the customer information in the table above includes delinquent customer accounts that exceed our normal disconnect timeline. Of these delinquent accounts, we estimated the number of accounts that we believe will be disconnected in 2013 as our normal collection and disconnect procedures resume and our customer counts as of December 31, 2012 were reduced accordingly (27 thousand total, 24 thousand video, 23 thousand high-speed data and 19 thousand voice customers).
The Company had a loss of 80,000 video customers for the year ended December 31, 2013 compared to a loss of 54,500 in 2012. We believe our overall customer declines noted in the table above are largely attributable to intense competition, particularly from
Verizon, and continued weak economic conditions. These factors are expected to impact our ability to increase our existing customers and revenue in the future.
Technical and operating expenses (excluding depreciation and amortization shown below) for 2013 increased $96,874 (4%) as compared to 2012. The net increase is attributable to the following:
Technical and operating expenses, which are generally impacted by the number of customers that subscribe to our services, consist primarily of (i) programming costs (including costs of video-on-demand and pay-per-view), which typically rise due to increases in contractual rates and new channel launches and are also impacted by changes in the number of customers receiving certain programming services, (ii) 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, and (iii) other direct costs associated with providing and maintaining services to our customers which are impacted by general inflationary cost increases for employees, contractors, insurance and other various expenses. Our programming costs increased 10% in 2013.
Technical and operating expenses 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 cable television 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.
Costs of field operations, which consist primarily of employee related, customer installation and repair and maintenance costs, may fluctuate as a result of changes in level of activities and the utilization of contractors as compared to employees. Also, employee related and customer installation costs increase as the portion of our expenses that we are able to capitalize decrease due to lower new customer installations and lower new service upgrades. Network related costs, which consist primarily of employee related, repair and maintenance and utility costs, also fluctuate as capitalizable network upgrade and enhancement activity changes.
As a result of a comprehensive study of its non-executive compensation practices with a focus on individual competitive pay and career advancement, certain compensation changes were implemented during the second quarter of 2012. The increase in certain employee costs reflects the full year impact of these changes compared to 2012.
Selling, general and administrative expenses increased $52,537 (5%) for 2013 as compared to 2012. The net increase is attributable to the following:
Selling, general and administrative expenses include customer related costs, principally from the operation and maintenance of our call center facilities that handle customer inquiries and billing and collection activities. These costs generally fluctuate as the number of customers increases or decreases and rise as a result of general inflationary cost increases for employees and various other expenses. Sales and marketing costs primarily consist of employee costs and advertising production and placement costs associated with acquiring and retaining customers. These costs vary period to period and may increase with intense competition.
Restructuring expense of $11,283 for 2013 is associated with the elimination of 234 positions as a result of a strategic evaluation of the Company's operations.
Depreciation and amortization increased $750 for 2013 as compared to 2012. The net increase resulted primarily from the depreciation of new asset purchases, partially offset by certain assets becoming fully depreciated.
Adjusted operating cash flow decreased $58,512 (3%) for the year ended December 31, 2013 as compared to 2012. The decrease was due primarily to an increase in both technical and operating and selling, general and administrative expenses, excluding depreciation and amortization, share-based compensation and restructuring expense, partially offset by an increase in revenue, net, as discussed above.
Lightpath
The table below sets forth, for the periods presented, certain historical financial information and the percentage that those items bear to revenues, net for our Lightpath segment:
Revenues, net for the year ended December 31, 2013 increased $8,833 (3%) as compared to revenues, net for the prior year. The net revenue increase was derived primarily from an increase in Ethernet revenue for the year ended December 31, 2013 due to an increase in services installed, partially offset by reduced traditional voice and data services.
Technical and operating expenses (excluding depreciation and amortization shown below) for 2013 decreased $4,873 (4%) as compared to 2012. The net decrease is attributable primarily to decreases in consulting fees, repair and maintenance costs, employee costs incurred as a result of Superstorm Sandy and voice related fees. Technical and operating expenses consist primarily of the direct costs associated with providing and maintaining services.
Selling, general and administrative expenses increased $2,476 (3%) for 2013 as compared to 2012. The net increase is attributable primarily to sales commissions and consulting fees. Selling, general and administrative expenses include sales and marketing costs which consist primarily of employee costs and advertising production and placement costs associated with acquiring and retaining customers.
Restructuring expense of $1,558 for 2013 is associated with the elimination of 16 positions as a result of a strategic evaluation of the Company's operations.
Depreciation and amortization decreased $5,560 (6%) for 2013 as compared to 2012. The net decrease resulted primarily from certain assets becoming fully depreciated, partially offset by the depreciation of new asset purchases.
Adjusted operating cash flow increased $10,799 (8%) for the year ended December 31, 2013 as compared to 2012. The increase was due primarily to an increase in revenue, net, and a decrease in technical and operating expense, partially offset by an increase in selling, general and administrative expenses (excluding depreciation and amortization and share-based compensation), as discussed above.
Other
The table below sets forth, for the periods presented, certain financial information and the percentage that those items bear to revenues, net for the Other segment.
Revenues, net for the year ended December 31, 2013 decreased $7,270 (2%) as compared to revenues, net for the prior year. The net decrease is attributable to the following:
As filed with the Alliance for Audited Media ("AAM") on January 15, 2014 and subject to audit by the AAM, Newsday submitted its most recent report which indicated total average circulation for the three months ended December 29, 2013 of approximately 437,000 on weekdays, approximately 434,000 on Saturdays and approximately 495,000 on Sundays. These circulation figures include digital editions (most of which are free to Optimum Online and certain Newsday print subscribers) to Newsday's restricted access website and mobile applications. These circulation figures include Newsday's total average print circulation of approximately 255,000 on weekdays, approximately 251,000 on Saturdays and approximately 313,000 on Sundays, which represents a decline of approximately 6.4%, 5.3%, and 5.6%, respectively, over the comparable prior year period. Circulation revenue for the year ended December 31, 2013 decreased $2,175 (3%) primarily due to a decline in home delivery and single copy volume, partially offset by the impact of rate increases.
On October 15, 2013, Newsday's other publications, which include amNew York and Star Community Publishing and are distributed for free, filed their most recent Publishers statements with the Certified Audit of Circulations, a subsidiary of the Alliance for Audited Media. amNew York averaged gross weekday circulation of approximately 337,000 for the six months ended September 29, 2013, an increase of approximately 2.4% over the comparable prior year period while Star Community Publishing distributed approximately 1,803,000 copies each week (for the six months ended September 29, 2013), representing a decrease of approximately 2.2% over the comparable prior year period.
Technical and operating expenses (excluding depreciation and amortization shown below) for the year ended December 31, 2013 decreased $15,879 (6%) as compared to the prior year. The net decrease is attributable to the following:
Selling, general, and administrative expenses for the year ended December 31, 2013 increased $11,463 (4%) as compared to the prior year. The net increase is attributable to the following:
Prior to the Clearview Sale and the Bresnan Sale, we allocated certain corporate overhead, including share-based compensation expense and expenses related to Cablevision's long-term incentive plans aggregating $9,117 and $16,864 for the years ended December 31, 2013 and December 31, 2012, respectively, to Clearview Cinemas (previously included in the Other segment) and Bresnan Cable (previously included in the Cable segment). Such expenses were not eliminated as a result of the Clearview Sale and the Bresnan Sale and have remained or have been reclassified to the Other segment.
Restructuring expense for the year ended December 31, 2013 amounted to $10,709 compared to restructuring credits of $770 for the year ended December 31, 2012. The 2013 amount included $10,038 associated primarily with the elimination of 191 positions as a result of a strategic evaluation of the Company's operations and $1,205 recorded in connection with an early lease termination. Offsetting these expenses are restructuring credits of $534 related to adjustments to severance and facility realignment provisions recorded in prior restructuring plans.
Depreciation and amortization (including impairments) for the year ended December 31, 2013 increased $6,182 (8%) as compared to the prior year. The net increase consists of an increase in impairment charges of $34,626 (including the impairment of intangible assets recorded at Newsday of $37,458 in 2013 and $13,000 in 2012, and impairments related to other equipment of $10,997 in 2013 and $829 in 2012), and an increase due to depreciation of new asset purchases, partially offset by decreases due to certain assets becoming fully depreciated and an adjustment recorded in 2013 related to prior years of $10,690.
Adjusted operating cash flow deficit increased $4,409 (2%) for the year ended December 31, 2013 as compared to 2012 (including Newsday's AOCF deficit of $15,399 in 2013 compared to $7,207 in 2012). The increase was due primarily to decreases in revenues, net, partially offset by a decrease in operating expenses excluding depreciation and amortization and share-based compensation, as discussed above.
CSC HOLDINGS, LLC
The consolidated statements of income of CSC Holdings are essentially identical to the consolidated statements of income of Cablevision, except for the following:
Refer to Cablevision's Management's Discussion and Analysis of Financial Condition and Results of Operations herein.
CASH FLOW DISCUSSION
Continuing Operations - Cablevision Systems Corporation
Operating Activities
Net cash provided by operating activities amounted to $1,378,271 for the year ended December 31, 2014 compared to $1,134,977 for the year ended December 31, 2013. The 2014 cash provided by operating activities resulted from $1,175,884 of income before depreciation and amortization (including impairments) from continuing operations, $207,084 of non-cash items and $1,869 from a decrease in current and other assets. Partially offsetting these increases was a decrease in cash of $6,566 as a result of a decrease in accounts payable and other liabilities. The increase in cash provided by operating activities of $243,294 in 2014 as compared to 2013 resulted from an increase in income from continuing operations before depreciation and amortization and other non-cash items of $234,800 and an increase of $8,494 resulting from changes in working capital, including the timing of payments and collections of accounts receivable, among other items.
Net cash provided by operating activities amounted to $1,134,977 for the year ended December 31, 2013 compared to $1,061,208 for the year ended December 31, 2012. The 2013 cash provided by operating activities resulted from $1,036,472 of income before depreciation and amortization (including impairments) and $111,696 of non-cash items and an $17,304 increase in accounts payable, other liabilities and amounts due to affiliates. Partially offsetting these increases were decreases in cash of $30,495 resulting from an increase in current and other assets and advances to affiliates. The increase in cash provided by operating activities of $73,769 in 2013 as compared to 2012 resulted from an increase of $79,379 resulting from changes in working capital, including the timing of payments and collections of accounts receivable, among other items, partially offset by a decrease in income from continuing operations before depreciation and amortization and other non-cash items of $5,610.
Net cash provided by operating activities amounted to $1,061,208 for the year ended December 31, 2012 . The 2012 cash provided by operating activities resulted from $982,100 of income before depreciation and amortization (including impairments) and $171,678 of non-cash items. Partially offsetting these increases were decreases in cash of $55,383 resulting from a decrease in liabilities related to interest rate swap contracts, a $28,974 increase in current and other assets and advances to affiliates and a $8,213 decrease in accounts payable, other liabilities and amounts due to affiliates.
Investing Activities
Net cash used in investing activities for the year ended December 31, 2014 was $888,062 compared to $948,658 for the year ended December 31, 2013. The 2014 investing activities consisted primarily of $891,678 of capital expenditures ($743,524 of which relates to our Cable segment), partially offset by other net cash receipts of $3,616.
Net cash used in investing activities for the year ended December 31, 2013 was $948,658 compared to $993,072 for the year ended December 31, 2012. The 2013 investing activities consisted primarily of $951,679 of capital expenditures ($806,678 of which relates to our Cable segment), partially offset by other net cash receipts of $3,021.
Net cash used in investing activities for the year ended December 31, 2012 was $993,072. The 2012 investing activities consisted primarily of $991,586 of capital expenditures ($850,061 of which relates to our Cable segment) and other net cash payments of $1,486.
Financing Activities
Net cash used in financing activities amounted to $346,902 for the year ended December 31, 2014 compared to $655,054 for the year ended December 31, 2013. In 2014, the Company's financing activities consisted primarily of repayments of credit facility debt of $990,785, dividend distributions to common stockholders of $160,545, payments to repurchase senior notes, including fees, of $36,097, principal payments on capital lease obligations of $15,481, additions to deferred financing costs of $14,273, payments related to the net share settlement of restricted stock awards of $6,608, repayments of notes payable of $2,306, and distributions to non-controlling interests of $1,014, partially offset by proceeds from the issuance of senior notes of $750,000, net proceeds from collateralized indebtedness and related derivative contracts of $74,516, proceeds from stock option exercises of $55,355 and an excess tax benefit related to share-based awards of $336.
Net cash used in financing activities amounted to $655,054 for the year ended December 31, 2013 compared to $661,539 for the year ended December 31, 2012. In 2013, the Company's financing activities consisted primarily of payments to redeem and repurchase senior notes, including premiums and fees, of $371,498, dividend payments to common stockholders of $159,709, net repayments of credit facility debt of $148,991, additions to deferred financing costs of $27,080, payments of $12,262 related to the net share settlement of restricted stock awards, principal payments on capital lease obligations of $13,828, other net cash
payments of $2,638, partially offset by cash receipts from net proceeds from collateralized indebtedness and related derivative contracts of $61,552, proceeds from stock option exercises of $18,120 and an excess tax benefit related to share-based awards of $1,280.
Net cash used in financing activities amounted to $661,539 for the year ended December 31, 2012. In 2012, the Company's financing activities consisted primarily of the redemption and repurchase of senior notes of $531,326, repayments of credit facility debt of $519,458, treasury stock purchases of $188,600, dividend payments to common stockholders of $163,872, payments of $19,831 resulting from the net share settlement of restricted stock awards, payments of deferred financing costs of $21,491, payments on capital lease obligations of $13,729, and other net cash payments of $1,588, partially offset by proceeds from the issuance of senior notes of $750,000, net proceeds from collateralized indebtedness and related derivative contracts of $29,634 and proceeds from stock option exercises of $18,722.
Continuing Operations - CSC Holdings, LLC
Operating Activities
Net cash provided by operating activities amounted to $1,636,265 for the year ended December 31, 2014 compared to $1,398,697 for the year ended December 31, 2013. The 2014 cash provided by operating activities resulted from $1,326,453 of income before depreciation and amortization (including impairments) from continuing operations, non-cash items of $87,065, a $116,951 decrease in current and other assets and a $105,796 increase in accounts payable and other liabilities. The increase in cash provided by operating activities of $237,568 in 2014 as compared to 2013 resulted from an increase in income from continuing operations before depreciation and amortization and other non-cash items of $124,971 and an increase of $112,597 resulting from changes in working capital, including the timing of payments and collections of accounts receivable, among other items.
Net cash provided by operating activities amounted to $1,398,697 for the year ended December 31, 2013 compared to $1,215,009 for the year ended December 31, 2012. The 2013 cash provided by operating activities resulted from $1,198,491 of income before depreciation and amortization (including impairments), $90,056 of non-cash items, $81,798 resulting from a decrease in current and other assets and advances to affiliates, and $28,352 from a increase in accounts payable, other liabilities and amounts due to affiliates. The increase in cash provided by operating activities of $183,688 in 2013 as compared to 2012 resulted from an increase of $163,893 resulting from changes in working capital, including the timing of payments and collections of accounts receivable, among other items and an increase in income from continuing operations before depreciation and amortization and other non-cash items of $19,795.
Net cash provided by operating activities amounted to $1,215,009 for the year ended December 31, 2012. The 2012 cash provided by operating activities resulted from $1,134,838 of income before depreciation and amortization (including impairments), $133,914 of non-cash items and $35,761 resulting from a decrease in current and other assets and advances to affiliates. Partially offsetting these increases were decreases in cash of $34,121 from a decrease in accounts payable, other liabilities and amounts due to affiliates, and $55,383 resulting from a decrease in liabilities related to interest rate swap contracts.
Investing Activities
Net cash used in investing activities for the year ended December 31, 2014 was $888,062 compared to $948,658 for the year ended December 31, 2013. The 2014 investing activities consisted primarily of $891,678 of capital expenditures ($743,524 of which relates to our Cable segment), partially offset by other net cash receipts of $3,616.
Net cash used in investing activities for the year ended December 31, 2013 was $948,658 compared to $993,072 for the year ended December 31, 2012. The 2013 investing activities consisted primarily of $951,679 of capital expenditures ($806,678 of which relates to our Cable segment), partially offset by other net cash receipts of $3,021.
Net cash used in investing activities for the year ended December 31, 2012 was $993,072. The 2012 investing activities consisted primarily of $991,586 of capital expenditures ($850,061 of which relates to our Cable segment) and other net cash payments of $1,486.
Financing Activities
Net cash used in financing activities amounted to $590,747 for the year ended December 31, 2014 compared to $894,074 for the year ended December 31, 2013. In 2014, the Company's financing activities consisted primarily of repayments of credit facility debt of $990,785, distributions to Cablevision of $396,382, principal payments on capital lease obligations of $15,481, payments of deferred financing costs of $14,273, repayments of notes payable of $2,306, and distributions to non-controlling interests of
$1,014, partially offset by proceeds from the issuance of senior notes of $750,000, net proceeds from collateralized indebtedness and related derivative contracts of $74,516, and an excess tax benefit related to share-based awards of $4,978.
Net cash used in financing activities amounted to $894,074 for the year ended December 31, 2013 compared to $890,313 for the year ended December 31, 2012. In 2013, the Company's financing activities consisted primarily of distributions to Cablevision of $501,224, payments to redeem and repurchase senior notes, including premiums and fees, of $308,673, net repayments of credit facility debt of $148,991, additions to deferred financing costs of $27,080, principal payments on capital lease obligations of $13,828 and other cash payments of $1,994, partially offset by cash receipts from net proceeds from collateralized indebtedness and related derivative contracts of $61,552, and an excess tax benefit related to share-based awards of $46,164.
Net cash used in financing activities amounted to $890,313 for the year ended December 31, 2012. In 2012, the Company's financing activities consisted primarily of repayments of credit facility debt of $519,458, the redemption and repurchase of senior notes of $504,501, payments on capital leases of $13,729, additions to deferred financing costs of $5,296, and other net cash payments of $1,588, partially offset by net capital contributions from Cablevision of $63,191, an excess tax benefit on share-based awards of $61,434 and net proceeds from collateralized indebtedness and related derivative contracts of $29,634.
Discontinued Operations - Cablevision Systems Corporation and CSC Holdings, LLC
The net effect of discontinued operations on cash and cash equivalents amounted to a cash inflow of $4,882, $838,349, and $336,709 for the years ended December 31, 2014, 2013 and 2012, respectively.
Operating Activities
Net cash used in operating activities from discontinued operations amounted to $1,199 for the year ended December 31, 2014 compared to net cash provided by operating activities of $199,006 for the year ended December 31, 2013 and $437,280 for the year ended December 31, 2012.
The 2013 cash provided by operating activities resulted from income of $214,225 before depreciation and amortization (including impairments) and other non-cash items and a $2,087 increase in accounts payable and accrued liabilities. These increases were partially offset by a decrease in cash of $17,306 resulting from an increase in current and other assets.
The 2012 cash provided by operating activities resulted from income of $445,163, before depreciation and amortization (including impairments) and other non-cash items and a $6,345 increase in accounts payable and accrued liabilities. Partially offsetting these increases was a decrease in cash of $14,228 resulting from an increase in current and other assets.
Investing Activities
Net cash provided by investing activities of discontinued operations for the year ended December 31, 2014 was $6,081 compared to $646,185 for the year ended December 31, 2013. The 2014 investing activities consisted primarily of proceeds from the settlement of a contingency related to Montana property taxes.
Net cash provided by investing activities of discontinued operations for the year ended December 31, 2013 was $646,185 compared to net cash used in investing activities of discontinued operations of $83,671 for the year ended December 31, 2012. The 2013 investing activities consisted primarily of proceeds from the Bresnan Sale and the Clearview Sale aggregating $676,253, net of transaction costs, and other net cash receipts of $12, partially offset by capital expenditures of $30,080.
Net cash used in investing activities of discontinued operations for the year ended December 31, 2012 of $83,671 consisted primarily of capital expenditures.
Financing Activities
Net cash used in financing activities of discontinued operations for the years ended December 31, 2013 and 2012 of $38,735 and $7,650, respectively, represented repayments of Bresnan Cable's credit facility debt.
LIQUIDITY AND CAPITAL RESOURCES
Cablevision
Cablevision has no operations independent of its subsidiaries. Cablevision's outstanding securities consist of Cablevision NY Group ("CNYG") Class A common stock, CNYG Class B common stock and approximately $3,410,000 of debt securities, including approximately $2,799,000 face value of debt securities held by third party investors and approximately $611,000 held by Newsday Holdings. The $611,000 of notes are eliminated in Cablevision's consolidated financial statements and are shown as senior notes due from Cablevision in the consolidated equity of CSC Holdings.
Funding for Our Debt Service Requirements
Funding for the debt service requirements of our debt securities is provided by our subsidiaries' operations, principally CSC Holdings, as permitted by the covenants governing CSC Holdings' credit agreements and indentures. Funding for our subsidiaries is generally provided by cash flow from operations, cash on hand, and borrowings under the Restricted Group (as later defined) revolving credit facility, and the proceeds from the issuance of securities in the capital markets. Our decision as to the use of cash generated from operating activities, cash on hand and borrowings under the Restricted Group revolving credit facility will be based upon an ongoing review of the funding needs of the business, the optimal allocation of cash resources, the timing of cash flow generation and the cost of borrowing under the revolving credit facility. Moreover, we will monitor the credit markets and may seek opportunities to issue debt, the proceeds of which could be used to meet our future cash funding requirements. We have accessed the debt markets for significant amounts of capital in the past and expect to do so in the future.
We have assessed our ability to repay our scheduled debt maturities over the next 12 months and we currently believe that a combination of cash on hand, cash generated from operating activities and availability under the Restricted Group revolving credit facility, should provide us with sufficient liquidity to repay such scheduled current debt maturities in the next 12 months totaling $92,033 under our credit facilities, capital leases and notes payable as of December 31, 2014. However, competition and market disruptions or a deterioration in economic conditions could lead to lower demand for our products, such as video services, as well as lower levels of television and newspaper advertising, and increased incidence of customers' inability to pay for the services we provide. These events would adversely impact our results of operations, cash flows and financial position. Although we currently believe that amounts available under the Restricted Group revolving credit facility will be available when, and if needed, we can provide no assurance that access to such funds will not be impacted by adverse conditions in the financial markets or other conditions. The obligations of the financial institutions under the Restricted Group revolving credit facility are several and not joint and, as a result, a funding default by one or more institutions does not need to be made up by the others.
In the longer term, we do not expect to be able to generate sufficient cash from operations to fund anticipated capital expenditures, meet all existing future contractual payment obligations and repay our debt at maturity. As a result, we will be dependent upon our ability to access the capital and credit markets. We will need to raise significant amounts of funding over the next several years to fund capital expenditures, repay existing obligations and meet other obligations, and the failure to do so successfully could adversely affect our business. If we are unable to do so, we will need to take other actions including deferring capital expenditures, selling assets, seeking strategic investments from third parties or reducing or eliminating dividend payments and stock repurchases or other discretionary uses of cash.
Repurchases of Cablevision Senior Notes
In January 2014, Cablevision repurchased with cash on hand $27,831 aggregate principal amount of its outstanding 5.875% Senior Notes due 2022 (the "2022 Notes"). In October 2014, Cablevision repurchased with cash on hand an additional $9,200 aggregate principal amount of the 2022 Notes. In connection with these repurchases, Cablevision recorded a gain from the extinguishment of this debt of $934, net of fees and a write-off approximately $1,436 of unamortized deferred financing costs associated with these notes.
Debt Outstanding
The following table summarizes our outstanding debt (excluding accrued interest), including capital lease obligations, as well as interest expense and capital expenditures as of and for the year ended December 31, 2014:
(a)
CSC Holdings has guaranteed Newsday LLC's obligation under its credit facility, which amounted to $480,000 at December 31, 2014. For purposes of the Restricted Group credit facility and indentures, guarantees are treated as indebtedness. The total debt for the Restricted Group reflected in the table above does not include the $480,000 guarantee.
(b)
Represents the elimination of the senior notes issued by Cablevision and held by Newsday Holdings.
The following table provides details of our outstanding credit facility debt:
(a)
The unamortized discount related to the Term B loan facility amounted to $5,326 and $10,615 at December 31, 2014 and 2013, respectively.
Payment Obligations Related to Debt
Total amounts payable by us in connection with our outstanding obligations during the five years subsequent to December 31, 2014 and thereafter, including related interest, as well as capital lease obligations and the value deliverable at maturity under monetization contracts as of December 31, 2014 are as follows:
(a)
Represents the Company's obligations in connection with monetization contracts it has entered into. The Company has the option, at maturity, to deliver the shares of common stock underlying the monetization contracts along with proceeds from the related derivative contracts in full satisfaction of the maturing collateralized indebtedness or obtain the required cash equivalent of the common stock through new monetization and derivative contracts.
(b)
Excludes the $345,238 principal amount of Cablevision 7.75% senior notes due 2018 and $266,217 principal amount of Cablevision 8.00% senior notes due 2020 held by Newsday Holdings, which are pledged to the lenders under its credit facility.
Restricted Group
CSC Holdings and those of its subsidiaries which conduct our video, high-speed data and our VoIP services operations, as well as Lightpath, which provides Ethernet-based data, Internet, voice and video transport and managed services to the business market, comprise the "Restricted Group" as they are subject to the covenants and restrictions of the credit facility and indentures governing the notes and debentures issued by CSC Holdings. In addition, the Restricted Group is also subject to the covenants of the debt issued by Cablevision.
Sources of cash for the Restricted Group include primarily cash flow from the operations of the businesses in the Restricted Group, borrowings under its credit facility and issuance of securities in the capital markets and, from time to time, distributions or loans from its subsidiaries. The Restricted Group's principal uses of cash include: capital spending, in particular, the capital requirements associated with the upgrade of its digital video, high-speed data and voice services (including enhancements to its service offerings such as a broadband wireless network (WiFi)); debt service, including distributions made to Cablevision to service interest expense and principal repayments on its debt securities; distributions to Cablevision to fund dividends paid to stockholders of CNYG Class A and CNYG Class B common stock; distributions to Cablevision to fund share repurchases and senior note repurchases; other corporate expenses and changes in working capital; and investments that it may fund from time to time. We currently expect that the net funding and investment requirements of the Restricted Group for the next 12 months will be met with one or more of the following: cash on hand, cash generated by operating activities and available borrowings under the Restricted Group's revolving credit facility.
Restricted Group Credit Facility
The Restricted Group has a credit agreement which provides for (1) a revolving credit facility, (2) a Term A facility, and (3) a Term B facility, each subject to adjustment from time to time in accordance with the terms of the credit agreement (the "Credit Agreement").
The Credit Agreement provides for extended facilities and additional facilities, subject to an aggregate maximum facilities limit on all facilities (including the revolving credit facility, the Term A facility and the Term B facility and any extended facilities and additional facilities) equal to the greater of (1) $4,808,510 and (2) an amount such that the senior secured leverage ratio, as defined in the Credit Agreement, would not exceed 3.50 to 1.00.
Under the Credit Agreement, commitments under the revolving credit facility expire on April 17, 2018. The Term A loans are subject to quarterly repayments of $11,981 that began on September 30, 2014 and continue through June 30, 2016, $23,963 beginning on September 30, 2016 through March 31, 2018 and a final payment of $694,919 at maturity on April 17, 2018. The Term B loans are subject to quarterly repayments that began in September 2013 and are currently $3,481 per quarter through December 31, 2019 with a final repayment of $1,301,812 at maturity on April 17, 2020. Unless terminated early in accordance with the terms of the Credit Agreement, all the facilities terminate on their final maturity dates, other than any additional facilities or extended facilities that may be entered into in the future under the terms of the Credit Agreement and which will terminate on
the date specified in the respective supplements or agreements establishing such facilities. The Credit Agreement provides for issuance of letters of credit in an aggregate amount of up to $150,000.
Loans under the Credit Agreement are direct obligations of CSC Holdings, guaranteed by most of the Restricted Subsidiaries (as defined in the Credit Agreement) and secured by the pledge of the stock and other security interests of most of the Restricted Subsidiaries.
Loans under the Credit Agreement bear interest as follows:
•
Revolving credit loans and Term A loans, either (i) the Eurodollar rate (as defined) plus a spread ranging from 1.50% to 2.25% based on the cash flow ratio (as defined) or (ii) the base rate (as defined) plus a spread ranging from 0.50% to 1.25% based on the cash flow ratio;
•
Term B loans, either (i) the Eurodollar rate plus a spread of 2.50% or (ii) the base rate plus a spread of 1.50%.
The Restricted Group credit facility has two financial maintenance covenants applicable to the revolving credit facility and the Term A loans: (1) a maximum ratio of total net indebtedness to cash flow of 5.0 to 1 and (2) a maximum ratio of senior secured net indebtedness to cash flow of 4.0 to 1. The financial maintenance covenants do not apply to the Term B loans.
These covenants and restrictions on the permitted use of borrowed funds in the revolving loan facility may limit the Restricted Group's ability to utilize all of the undrawn revolver funds. Additional covenants include limitations on liens and the issuance of additional debt.
Under the Restricted Group credit facility there are generally no restrictions on investments that the Restricted Group may make, provided it is not in default; however, the Restricted Group must also remain in compliance with the maximum ratio of total net indebtedness to cash flow and the maximum ratio of senior secured net indebtedness to cash flow.
There is a commitment fee of 0.30% on undrawn amounts under the revolving credit facility.
The Restricted Group was in compliance with all of its financial covenants under the Credit Agreement as of December 31, 2014.
Repayment of Credit Facility Debt - CSC Holdings
In May 2014, CSC Holdings used the net proceeds from the issuance of the 2024 Notes (discussed below), as well as cash on hand, to make a $750,000 repayment on its outstanding Term B loan facility. In September 2014, CSC Holdings made a repayment of $200,000 on its outstanding Term B loan facility with cash on hand. In connection with these repayments, the Company recognized a loss on extinguishment of debt of approximately $4,054 and wrote-off unamortized deferred financing costs related to this loan facility of approximately $5,564 for the year ended December 31, 2014.
Issuance of Debt Securities - CSC Holdings
In May 2014, CSC Holdings issued $750,000 aggregate principal amount of 5.25% senior notes due June 1, 2024 (the "2024 Notes"). The 2024 Notes are senior unsecured obligations and rank equally in right of payment with all of CSC Holdings' other existing and future unsecured and unsubordinated indebtedness. CSC Holdings may redeem all or a portion of the 2024 Notes at any time at a price equal to 100% of the principal amount of the 2024 Notes redeemed plus accrued and unpaid interest to the redemption date plus a "make whole" premium. CSC Holdings used the net proceeds from the issuance of the 2024 Notes, as well as cash on hand, to make a $750,000 repayment on its outstanding Term B loan facility. In connection with the issuance of the 2024 Notes, the Company incurred deferred financing costs of approximately $14,273, which are being amortized to interest expense over the term of the 2024 Notes.
Newsday LLC
We currently expect that net funding and investment requirements for Newsday for the next 12 months will be met with one or more of the following: cash on hand, cash generated by operating activities, interest income from the Cablevision senior notes held by Newsday Holdings, capital contributions and intercompany advances.
Newsday has a credit agreement (the "Newsday Credit Agreement") which consists of a $480,000 floating rate term loan which matures on October 12, 2016. Interest under the Newsday Credit Agreement is calculated, at the election of Newsday, at either the eurodollar rate or the base rate, plus 3.50% or 2.50%, respectively, as specified in the Newsday Credit Agreement. Borrowings by Newsday under the Newsday Credit Agreement are guaranteed by CSC Holdings on a senior unsecured basis and certain of its
subsidiaries that own interests in Newsday on a senior secured basis. The Newsday Credit Agreement is secured by a lien on the assets of Newsday and Cablevision senior notes with an aggregate principal amount of $611,455 owned by Newsday Holdings.
The principal financial covenant for the Newsday Credit Agreement is a minimum liquidity test of $25,000 which is tested bi-annually on June 30 and December 31. The Newsday Credit Agreement also contains customary affirmative and negative covenants, subject to certain exceptions, including limitations on indebtedness, investments and restricted payments. Certain of the covenants applicable to CSC Holdings under the Newsday Credit Agreement are similar to the covenants applicable to CSC Holdings under its outstanding senior notes.
Newsday was in compliance with its financial covenant under the Newsday Credit Agreement as of December 31, 2014.
Capital Expenditures
The following table provides details of the Company's capital expenditures for the years ended December 31, 2014 and 2013:
Capital expenditures for 2014 decreased $60,001 (6)% as compared to 2013. This decrease was primarily related to lower spending on various network projects.
Monetization Contract Maturities
The following monetization contracts relating to our Comcast common stock matured in 2014:
We settled our obligations under the related collateralized indebtedness by delivering cash from the net proceeds of a new monetization transaction on our Comcast common stock that will mature in April, June, and August 2016.
During the next 12 months, monetization contracts covering 13,407,684 shares (including 2,668,875 shares settled in January 2015) of Comcast common stock held by us will mature. We intend to settle such transactions by either delivering shares of the Comcast common stock and the related equity derivative contracts or by delivering cash from the net proceeds of new monetization transactions.
See "Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
All dollar amounts, except per share data, included in the following discussion under this Item 7A are presented in thousands.
Equity Price Risk
We are exposed to market risks from changes in certain equity security prices. Our exposure to changes in equity security prices stems primarily from the shares of Comcast common stock we hold. We have entered into equity derivative contracts consisting of a collateralized loan and an equity collar to hedge our equity price risk and to monetize the value of these securities. These contracts, at maturity, are expected to offset declines in the fair value of these securities below the hedge price per share while allowing us to retain upside appreciation from the hedge price per share to the relevant cap price. The contracts' actual hedge prices per share vary depending on average stock prices in effect at the time the contracts were executed. The contracts' actual cap prices vary depending on the maturity and terms of each contract, among other factors. If any one of these contracts is terminated prior to its scheduled maturity date due to the occurrence of an event specified in the contract, we would be obligated to repay the fair value of the collateralized indebtedness less the sum of the fair values of the underlying stock and equity collar, calculated at the termination date. As of December 31, 2014, we did not have an early termination shortfall relating to any of these contracts.
The underlying stock and the equity collars are carried at fair value on our consolidated balance sheets and the collateralized indebtedness is carried at its principal value. The carrying value of our collateralized indebtedness amounted to $986,183 at December 31, 2014. At maturity, the contracts provide for the option to deliver cash or shares of Comcast common stock, with a value determined by reference to the applicable stock price at maturity.
As of December 31, 2014, the fair value and the carrying value of our holdings of Comcast common stock aggregated $1,245,916. Assuming a 10% change in price, the potential change in the fair value of these investments would be approximately $124,592. As of December 31, 2014, the net fair value and the carrying value of the equity collar component of the equity derivative contracts entered into to partially hedge the equity price risk of our holdings of Comcast common stock aggregated $94,900, a net liability position. For the year ended December 31, 2014, we recorded a net loss of $45,055 related to our outstanding equity derivative contracts and recorded an unrealized gain of $129,832 related to the Comcast common stock that we held during the period.
The maturity, number of shares deliverable at the relevant maturity, hedge price per share, and the lowest and highest cap prices received for the Comcast common stock monetized via an equity derivative prepaid forward contract are summarized in the following table:
(a)
Represents the price below which we are provided with downside protection and above which we retain upside appreciation. Also represents the price used in determining the cash proceeds payable to us at inception of the contracts.
(b)
Represents the price up to which we receive the benefit of stock price appreciation.
Fair Value of Debt: Based on the level of interest rates prevailing at December 31, 2014, the fair value of our fixed rate debt of $7,398,747 was more than its carrying value of $6,865,961 by $532,786. The fair value of these financial instruments is estimated based on reference to quoted market prices for these or comparable securities. Our floating rate borrowings bear interest in reference to current LIBOR-based market rates and thus their carrying values approximate fair value. The effect of a hypothetical 100 basis point decrease in interest rates prevailing at December 31, 2014 would increase the estimated fair value of our fixed rate debt by $298,690 to $7,697,437. This estimate is based on the assumption of an immediate and parallel shift in interest rates across all maturities.
Item 8.
Item 8. Financial Statements and Supplementary Data.
For information required by Item 8, refer to the Index to Financial Statements on page 83.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation was carried out under the supervision and with the participation of Cablevision's management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined under SEC rules). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective as of December 31, 2014.
Management's Annual Report on Internal Control Over Financial Reporting
The Company's management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, as amended. The Company's internal control over financial reporting is a process designed under the supervision of the Company's Chief Executive Officer and Chief Financial Officer to provide reasonable assurance to the Company's management and Board of Directors regarding the reliability of financial reporting and the preparation of the Company's external financial statements, including estimates and judgments, in accordance with accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those internal controls determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, the evaluation of the effectiveness of internal control over financial reporting was made as of
a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies and procedures may decline.
The Company's management conducted an assessment of the effectiveness of the Company's internal control over financial reporting based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (1992 framework). Based on this assessment, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2014.
Audit Report of the Independent Registered Public Accounting Firm
The effectiveness of the Company's internal control over financial reporting as of December 31, 2014 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their audit reports on the Company’s internal control over financial reporting appearing on pages and.
Changes in Internal Control
None.
Item 9B.
Item 9B. Other Information
In the Current Report on Form 8-K, filed February 6, 2015, the Company reported that (1) Mr. Brian G. Sweeney will become Chief Financial Officer of the Company, effective March 1, 2015 (and will continue as the President of the Company), (2) Mr. Gregg G. Seibert will cease to serve as Chief Financial Officer of the Company as of March 1, 2015, but will continue to serve as Vice Chairman and (3) Mr. Seibert was appointed as a Vice Chairman of each of The Madison Square Garden Company and AMC Networks Inc.
Employment Agreement with Gregg G. Seibert
On February 25, 2015, the Company entered into an employment agreement with Mr. Seibert, which replaced his prior employment agreement. The agreement provides for Mr. Seibert’s continued employment as the Vice Chairman of the Company through December 31, 2017, and his continued employment as Chief Financial Officer through February 28, 2015. The employment agreement provides for an annual base salary of $1,875,000 through February 28, 2015, and an annual base salary of $625,000 thereafter (subject to annual review and potential increase in the discretion of the Company). The employment agreement also provides for an annual target bonus equal to 200% of his annual base salary in the discretion of the Company. Mr. Seibert will also be entitled to participate in future long-term cash and equity programs and arrangements that are made available to similarly situated executives of the Company, with an annual long-term incentive target value of not less than $2,000,000. Under the agreement, Mr. Seibert continues to be eligible to participate in the Company’s standard benefits program, subject to meeting the relevant eligibility requirements, payment of required premiums, and the terms of the plans, and to receive the perquisites currently provided to Mr. Seibert.
If, prior to or on December 31, 2017 (the “Scheduled Expiration Date”), Mr. Seibert’s employment with the Company is terminated (i) by the Company without Cause, or (ii) by him for Good Reason, then, subject to his execution of a separation agreement with the Company, the Company will provide him with the following benefits and rights:
(a) A severance payment in an amount determined at the discretion of the Company, but in no event less than two times the sum of his annual base salary and annual target bonus, 60% of which shall be payable to him on the six-month anniversary of his termination date and 40% of which shall be payable to him on the twelve-month anniversary of his termination date;
(b) A prorated annual bonus for the year in which such termination occurred, payable at the same time as such bonuses are paid to similarly situated executives and based on his then current annual target bonus as well as Company and his business unit performance as determined by the Company in its sole discretion, but without adjustment for his individual performance, plus any unpaid annual bonus for the year prior to the year in which such termination occurred;
(c) Each of his outstanding long-term cash awards will immediately vest in full (whether or not subject to performance criteria) and shall be payable to him at the same time as such awards are paid to other executives of the Company and the payment amount of such award shall be to the same extent that other similarly situated executives receive payment as determined by the Compensation Committee (subject to satisfaction of any applicable performance criteria but without adjustment for his individual performance), provided that any more favorable provisions of his existing award agreements will apply to the treatment of such awards following a “going private transaction” (as defined in the award agreements) and following a “change of control” (as
defined in the award agreements), his outstanding awards shall be paid at such time as such awards are paid to active executives of the Company, if such time is earlier than they otherwise would have been paid to him;
(d) Each of his outstanding restricted stock or restricted stock unit awards granted to him under the plans of the Company shall not be forfeited and shall continue to vest in accordance with their original vesting schedule as if his employment had continued through the applicable vesting date and payments or deliveries with respect to his restricted stock and restricted stock units shall be made on the original vesting date (or, in the case of restricted stock units, on the original distribution date), and, in the case of restricted stock, the Company will withhold a portion of such awards in an amount sufficient to fund the minimum statutory tax withholding requirements (including, federal, state and local income and employment taxes) resulting from the recognition of income in respect of such outstanding restricted stock and make a payroll tax contribution in such amount on his behalf and, in the case of restricted stock units, if his termination of employment occurs on or after October 25th of a particular year, then delivery under any such restricted stock units which would otherwise occur after termination of his employment during that year will be on the 68th day following his date of termination; and
(e) Each of his outstanding stock options under the plans of the Company shall not be forfeited and shall continue to vest in accordance with their original vesting schedule as if his employment had continued through the applicable vesting date and he will have the right to exercise each of those options for the remainder of the term of such option.
If Mr. Seibert ceases to be an employee of the Company prior to the Scheduled Expiration Date as a result of his death, or his physical or mental disability, and at such time Cause does not exist, then, subject to execution of a separation agreement (or in the case of death, a release of claims), he or his estate or beneficiary will be provided with the benefits and rights set forth in (b), (d) and (e) of the preceding paragraph and each of his outstanding long-term cash awards shall immediately vest in full, whether or not subject to performance criteria and shall be payable, in the event of disability, on the 90th day after the termination of his employment and in the event of death, on the 120th day after the termination of his employment, provided, that if any such award is subject to any performance criteria, then (i) if the measurement period for such performance criteria has not yet been fully completed, then the payment amount will be at the target amount for such award, and (ii) if the measurement period for such performance criteria has already been fully completed, then the payment amount of such award will be at the same time and to the same extent that other similarly situated executives receive payment as determined by the Compensation Committee (subject to the satisfaction of the applicable performance criteria). Notwithstanding the foregoing, if provided for in the applicable stock option, restricted stock or restricted stock unit awards, his stock option, restricted stock and restricted stock unit awards will vest in full (and shares subject to restricted stock units will be distributed) at the time of his death.
If after the Scheduled Expiration Date, Mr. Seibert’s employment with the Company is terminated for any reason by him upon at least six months’ written notice, such notice to be effective no earlier than the first day after the Scheduled Expiration Date, and at the time of such termination Cause does not exist, then, subject to his execution of a separation agreement with the Company, he will be provided with the benefits and rights set forth in (b)-(e) of the second preceding paragraph.
Except as otherwise set forth in the employment agreement, upon the termination of Mr. Seibert’s employment with the Company, any outstanding long-term cash or equity awards will be treated in accordance with their terms and Mr. Seibert will not be eligible for severance benefits under any other plan, program or policy of the Company.
The employment agreement contains certain covenants by Mr. Seibert including a noncompetition agreement that restricts Mr. Seibert’s ability to engage in competitive activities until the first anniversary of the termination of his employment with the Company.
For purposes of Mr. Seibert’s employment agreement, “Cause” means his (i) commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence or breach of fiduciary duty against the Company or an affiliate thereof, or (ii) commission of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any crime involving moral turpitude or any felony. “Good Reason” means that (1) without his written consent, (A) his annual base salary or annual target bonus (as each may be increased from time to time in the Company’s sole discretion) is reduced (other than as expressly contemplated by the employment agreement), (B) his title (as in effect from time to time) is diminished, (C) he reports directly to someone other than James L. Dolan (or if James L. Dolan is no longer the Chief Executive Officer of the Company, to someone other than the Chairman of the Board of Directors of the Company), (D) the Company requires that his principal office be located outside of Nassau County or the Borough of Manhattan, (E) the Company materially breaches its obligations under the agreement, or (F) his responsibilities as in effect immediately after the date of the agreement are thereafter materially diminished (other than as expressly contemplated by the employment agreement), (2) he has given the Company written notice that he does not consent to such action, (3) the Company has not corrected such action within
15 days of receiving such notice, and (4) he terminates his employment with the Company within 90 days following the happening of the action described in subsection (1) above.
The description above is qualified in its entirety by reference to Mr. Seibert’s Employment Agreement, which is filed as Exhibit 10.12 hereto and incorporated herein by reference.
Amendment to Employment Agreement with Brian G. Sweeney
On February 25, 2015, the Company and Mr. Sweeney entered into an amendment to Mr. Sweeney’s employment agreement, which provides for Mr. Sweeney’s appointment as Chief Financial Officer effective March 1, 2015, and amends his duties to the Company to reflect Mr. Sweeney’s role as Chief Financial Officer.
The description above is qualified in its entirety by reference to the Letter Agreement amending Mr. Sweeney’s Employment Agreement, which is filed as Exhibit 10.16 hereto and incorporated herein by reference.
PART III
Information required under Item 10, Directors, Executive Officers and Corporate Governance, Item 11, Executive Compensation, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, Item 13, Certain Relationships and Related Transactions, and Director Independence and Item 14, Principal Accountant Fees and Services, is hereby incorporated by reference from Cablevision's definitive proxy statement for its Annual Meeting of Stockholders or, if such definitive proxy statement is not filed with the Securities and Exchange Commission prior to April 30, 2015, an amendment to this Annual Report on Form 10-K filed under cover of Form 10-K/A.
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to regulations promulgated by the Securities and Exchange Commission, the Company is required to identify, based solely on a review of reports filed under Section 16(a) of the Securities Exchange Act of 1934, each person who, at any time during its fiscal year ended December 31, 2014, was a director, officer or beneficial owner of more than 10% of the Company's Class A common stock that failed to file on a timely basis any such reports. Based on such review, the Company is aware of no such failure.
PART IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules
(a)
The following documents are filed as part of this report:
1.
The financial statements as indicated in the index set forth on page 83.
2.
Financial statement schedule:
Schedules other than that listed above have been omitted, since they are either not applicable, not required or the information is included elsewhere herein.
3.
The Index to Exhibits is on page 76.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized on the 25th day of February, 2015.
Cablevision Systems Corporation
CSC Holdings, LLC
By:
/s/ Gregg G. Seibert
Name:
Gregg G. Seibert
Title:
Vice Chairman and Chief Financial Officer of Cablevision Systems Corporation and CSC Holdings, LLC
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James L. Dolan and Gregg G. Seibert, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, to sign this report, and file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons in the capacities and on the dates indicated on behalf of each of the Registrants.
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT
NO.
DESCRIPTION
INDEX TO EXHIBITS
EXHIBIT
NO.
DESCRIPTION
INDEX TO EXHIBITS
EXHIBIT
NO.
DESCRIPTION
INDEX TO EXHIBITS
EXHIBIT
NO.
DESCRIPTION
INDEX TO EXHIBITS
EXHIBIT
NO.
DESCRIPTION
INDEX TO EXHIBITS
EXHIBIT
NO.
DESCRIPTION
INDEX TO EXHIBITS
EXHIBIT
NO.
DESCRIPTION
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Cablevision Systems Corporation:
We have audited Cablevision Systems Corporation and subsidiaries' internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Cablevision Systems Corporation's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting in Item 9A. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Cablevision Systems Corporation and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Cablevision Systems Corporation and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, stockholders' deficiency, and cash flows for each of the years in the three-year period ended December 31, 2014, and our report dated February 25, 2015 expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
Melville, New York
February 25, 2015
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Cablevision Systems Corporation:
We have audited the accompanying consolidated balance sheets of Cablevision Systems Corporation and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, stockholders' deficiency, and cash flows for each of the years in the three-year period ended December 31, 2014. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule listed in Item 15(a)(2). These consolidated financial statements and the financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cablevision Systems Corporation and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Cablevision Systems Corporation and subsidiaries' internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 25, 2015 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.
/s/ KPMG LLP
Melville, New York
February 25, 2015
Report of Independent Registered Public Accounting Firm
The Board of Directors and Sole Member
CSC Holdings, LLC:
We have audited CSC Holdings, LLC and subsidiaries' internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). CSC Holdings, LLC's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting in Item 9A. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, CSC Holdings, LLC and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of CSC Holdings, LLC and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, changes in total deficiency, and cash flows for each of the years in the three-year period ended December 31, 2014, and our report dated February 25, 2015 expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
Melville, New York
February 25, 2015
Report of Independent Registered Public Accounting Firm
The Board of Directors and Sole Member
CSC Holdings, LLC:
We have audited the accompanying consolidated balance sheets of CSC Holdings, LLC and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, changes in total deficiency, and cash flows for each of the years in the three-year period ended December 31, 2014. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule listed in Item 15(a)(2). These consolidated financial statements and the financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of CSC Holdings, LLC and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), CSC Holdings, LLC and subsidiaries' internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 25, 2015 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.
/s/ KPMG LLP
Melville, New York
February 25, 2015
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
NOTE 1. DESCRIPTION OF BUSINESS, RELATED MATTERS AND BASIS OF PRESENTATION
The Company and Related Matters
Cablevision Systems Corporation ("Cablevision"), through its wholly-owned subsidiary CSC Holdings, LLC ("CSC Holdings," and collectively with Cablevision, the "Company"), owns and operates cable systems and owns companies that provide regional news, local programming and advertising sales services for the cable television industry, provide Ethernet-based data, Internet, voice and video transport and managed services to the business market, and operate a newspaper publishing business. The Company classifies its operations into three reportable segments: (1) Cable, consisting principally of its video, high-speed data, and Voice over Internet Protocol ("VoIP") operations, (2) Lightpath, which provides Ethernet-based data, Internet, voice and video transport and managed services to the business market in the New York metropolitan area; and (3) Other, consisting principally of (i) Newsday, which includes the Newsday daily newspaper, amNew York, Star Community Publishing Group, and online websites, (ii) the News 12 Networks, which provide regional news programming services, (iii) Cablevision Media Sales Corporation ("Cablevision Media Sales"), a cable television advertising company, and (iv) certain other businesses and unallocated corporate costs.
On June 27, 2013, the Company completed the sale of substantially all of its Clearview Cinemas' theaters ("Clearview Cinemas") pursuant to the asset purchase agreement entered into in April 2013 (the "Clearview Sale"). On July 1, 2013, the Company completed the sale of its Bresnan Broadband Holdings, LLC subsidiary ("Bresnan Cable") pursuant to the purchase agreement entered into in February 2013, for $1,625,000 (the "Bresnan Sale"). The Company received net cash of approximately $675,000, which reflects certain adjustments, including an approximate $962,000 reduction for certain funded indebtedness of Bresnan Cable, and transaction costs. The Company recorded a pre-tax gain of approximately $408,000 for the year ended December 31, 2013 relating to the Bresnan Sale. During 2014, the Company recorded a pre-tax gain of $5,848 relating primarily to the settlement of a contingency related to Montana property taxes associated with Bresnan Cable.
Effective as of the closing dates of the Clearview Sale and the Bresnan Sale, the Company no longer consolidates the financial results of Clearview Cinemas and Bresnan Cable. Accordingly, the historical financial results of Clearview Cinemas and Bresnan Cable have been reflected in the Company's consolidated financial statements as discontinued operations for all periods presented.
Basis of Presentation
Principles of Consolidation
The accompanying consolidated financial statements of Cablevision include the accounts of Cablevision and its majority-owned subsidiaries and the accompanying consolidated financial statements of CSC Holdings include the accounts of CSC Holdings and its majority-owned subsidiaries. Cablevision has no business operations independent of its CSC Holdings subsidiary, whose operating results and financial position are consolidated into Cablevision. The consolidated balance sheets and statements of income of Cablevision are essentially identical to the consolidated balance sheets and statements of income of CSC Holdings, with the following significant exceptions: Cablevision has $2,793,741 of senior notes outstanding at December 31, 2014 (excluding the $611,455 aggregate principal amount of Cablevision notes held by its subsidiary Newsday Holdings LLC ("Newsday Holdings")) that were issued to third party investors, cash, deferred financing costs and accrued interest related to its senior notes, deferred taxes and accrued dividends on its balance sheet. In addition, CSC Holdings and its subsidiaries have certain intercompany receivables from and payables to Cablevision. Differences between Cablevision's results of operations and those of CSC Holdings primarily include incremental interest expense, interest income, the write-off of deferred financing costs, net of gain on extinguishment of debt, and income tax expense or benefit. CSC Holdings' results of operations include incremental interest income from the Cablevision senior notes held by Newsday Holdings, which is eliminated in Cablevision's results of operations.
The combined notes to the consolidated financial statements relate to the Company, which, except as noted, are essentially identical for Cablevision and CSC Holdings. All significant intercompany transactions and balances between Cablevision and CSC Holdings and their respective consolidated subsidiaries are eliminated in both sets of consolidated financial statements. Intercompany transactions between Cablevision and CSC Holdings are not eliminated in the CSC Holdings consolidated financial statements, but are eliminated in the Cablevision consolidated financial statements.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. See Note 11 for a discussion of fair value estimates.
Reclassifications
Certain reclassifications have been made to the 2012 and 2013 financial statements to conform to the 2014 presentation.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of Significant Accounting Policies
Revenue Recognition
The Company recognizes video, high-speed data, and voice services revenues as the services are provided to subscribers. Installation revenue for the Company's video, consumer high-speed data and VoIP services is recognized as installations are completed, as direct selling costs have exceeded this revenue in all periods reported. Advertising revenues are recognized when commercials are aired.
The Company's Newsday business recognizes publication advertising revenue when advertisements are published. Newsday recognizes circulation revenue for single copy sales as newspapers are distributed, net of returns. Proceeds from advance billings for home-delivery subscriptions are recorded as deferred revenue and are recognized as revenue on a pro-rata basis over the term of the subscriptions.
Revenues derived from other sources are recognized when services are provided or events occur.
Multiple-Element Transactions
In the normal course of business, the Company may enter into multiple-element transactions where it is simultaneously both a customer and a vendor with the same counterparty or in which it purchases multiple products and/or services, or settles outstanding items contemporaneous with the purchase of a product or service from a single counterparty. The Company's policy for accounting for each transaction negotiated contemporaneously is to record each deliverable of the transaction based on its best estimate of selling price in a manner consistent with that used to determine the price to sell each deliverable on a standalone basis. In determining the fair value of the respective deliverable, the Company will utilize quoted market prices (as available), historical transactions or comparable cash transactions.
Gross Versus Net Revenue Recognition
In the normal course of business, the Company is assessed non-income related taxes by governmental authorities, including franchising authorities (generally under multi-year agreements), and collects such taxes from its customers. The Company's policy is that, in instances where the tax is being assessed directly on the Company, amounts paid to the governmental authorities and amounts received from the customers are recorded on a gross basis. That is, amounts paid to the governmental authorities are recorded as technical and operating expenses and amounts received from the customer are recorded as revenues. For the years ended December 31, 2014, 2013 and 2012, the amount of franchise fees and certain other taxes and fees included as a component of net revenue aggregated $178,630, $157,818 and $150,695, respectively.
Technical and Operating Expenses
Costs of revenue related to sales of services are classified as "technical and operating" expenses in the accompanying statements of income.
Programming Costs
Programming expenses related to the Company's video service included in the Cable segment represent fees paid to programming distributors to license the programming distributed to subscribers. This programming is acquired generally under multi-year distribution agreements, with rates usually based on the number of subscribers that receive the programming. There have been periods when an existing distribution agreement has expired and the parties have not finalized negotiations of either a renewal of that agreement or a new agreement for certain periods of time. In substantially all these instances, the Company continues to carry and pay for these services until execution of definitive replacement agreements or renewals. The amount of programming expense
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
recorded during the interim period is based on the Company's estimates of the ultimate contractual agreement expected to be reached, which is based on several factors, including previous contractual rates, customary rate increases and the current status of negotiations. Such estimates are adjusted as negotiations progress until new programming terms are finalized.
In addition, the Company has received, or may receive, incentives from programming distributors for carriage of the distributors' programming. The Company generally recognizes these incentives as a reduction of programming costs in technical and operating expense, generally over the term of the distribution agreement.
Advertising Expenses
Advertising costs are charged to expense when incurred and are recorded to "selling, general and administrative" expenses in the accompanying statements of income. Advertising costs amounted to $156,228, $140,779, and $157,783 for the years ended December 31, 2014, 2013 and 2012, respectively.
Share-Based Compensation
Share-based compensation expense is based on the fair value of the portion of share-based payment awards that are ultimately expected to vest.
For options and performance based option awards, Cablevision recognizes compensation expense based on the estimated grant date fair value using the Black-Scholes valuation model. For options not subject to performance based vesting conditions, Cablevision recognizes the compensation expense using a straight-line amortization method. For options subject to performance based vesting conditions, Cablevision recognizes compensation expense based on the probable outcome of the performance criteria and requisite service period for each tranche of awards subject to performance based vesting conditions. For restricted shares and restricted stock units, Cablevision recognizes compensation expense using a straight-line amortization method based on the grant date price of CNYG Class A common stock over the vesting period, except for restricted stock units granted to non-employee directors which vest 100% and are expensed at the date of grant. For stock appreciation rights, Cablevision recognizes compensation expense based on the estimated fair value at each reporting period using the Black-Scholes valuation model.
For CSC Holdings, share-based compensation expense is recognized in its statements of income based on allocations from Cablevision.
Income Taxes
The Company's provision for income taxes is based on current period income, changes in deferred tax assets and liabilities and changes in estimates with regard to uncertain tax positions. Deferred tax assets are subject to an ongoing assessment of realizability. The Company provides deferred taxes for the outside basis difference of its investment in partnerships. Interest and penalties, if any, associated with uncertain tax positions are included in income tax expense.
Cash and Cash Equivalents
The Company's cash investments are placed with money market funds and financial institutions that are investment grade as rated by Standard & Poor's and Moody's Investors Service. The Company selects money market funds that predominantly invest in marketable, direct obligations issued or guaranteed by the United States government or its agencies, commercial paper, fully collateralized repurchase agreements, certificates of deposit, and time deposits.
The Company considers the balance of its investment in funds that substantially hold securities that mature within three months or less from the date the fund purchases these securities to be cash equivalents. The carrying amount of cash and cash equivalents either approximates fair value due to the short-term maturity of these instruments or are at fair value.
Accounts Receivable
Accounts receivable are recorded at net realizable value. The Company periodically assesses the adequacy of valuation allowances for uncollectible accounts receivable by evaluating the collectability of outstanding receivables and general factors such as historical collection experience, length of time individual receivables are past due, and the economic and competitive environment.
Investments
Investment securities and investment securities pledged as collateral are classified as trading securities and are stated at fair value with realized and unrealized holding gains and losses included in net income.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
Long-Lived Assets and Amortizable Intangible Assets
Property, plant and equipment, including construction materials, are carried at cost, and include all direct costs and certain indirect costs associated with the construction of cable systems, and the costs of new product and subscriber installations. Equipment under capital leases is recorded at the present value of the total minimum lease payments. Depreciation on equipment is calculated on the straight-line basis over the estimated useful lives of the assets or, with respect to equipment under capital leases and leasehold improvements, amortized over the shorter of the lease term or the assets' useful lives and reported in depreciation and amortization (including impairments) in the consolidated statements of income.
The Company capitalizes certain internal and external costs incurred to acquire or develop internal-use software. Capitalized software costs are amortized over the estimated useful life of the software and reported in depreciation and amortization.
Customer relationships and other intangibles established in connection with acquisitions that are finite-lived are amortized in a manner that reflects the pattern in which the projected net cash inflows to the Company are expected to occur, such as the sum of the years' digits method, or when such pattern does not exist, using the straight-line basis over their respective estimated useful lives.
The Company reviews its long-lived assets (property, plant and equipment, and intangible assets subject to amortization that arose from acquisitions) for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and the value of franchises, trademarks, and certain other intangibles acquired in purchase business combinations which have indefinite useful lives are not amortized. Rather, such assets are tested for impairment annually or upon the occurrence of a triggering event.
The Company assesses qualitative factors for its reporting units that carry goodwill. If the qualitative assessment results in a conclusion that it is more likely than not that the fair value of a reporting unit exceeds the carrying value, then no further testing is performed for that reporting unit.
When the qualitative assessment is not used, or if the qualitative assessment is not conclusive and it is necessary to calculate the fair value of a reporting unit, then the impairment analysis for goodwill is performed at the reporting unit level using a two-step approach. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill utilizing an enterprise-value based premise approach. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of goodwill impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill which would be recognized in a business combination.
The Company assesses qualitative factors to determine whether it is necessary to perform the one-step quantitative identifiable indefinite-lived intangible assets impairment test. This quantitative test is required only if the Company concludes that it is more likely than not that a unit of accounting’s fair value is less than its carrying amount. When the qualitative assessment is not used, or if the qualitative assessment is not conclusive, the impairment test for other intangible assets not subject to amortization requires a comparison of the fair value of the intangible asset with its carrying value. If the carrying value of the indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
Deferred Financing Costs
Costs incurred to obtain debt are deferred and amortized to interest expense over the life of the related debt.
Derivative Financial Instruments
The Company accounts for derivative financial instruments as either assets or liabilities measured at fair value. The Company uses derivative instruments to manage its exposure to market risks from changes in certain equity prices and interest rates and does not hold or issue derivative instruments for speculative or trading purposes. These derivative instruments are not designated
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
as hedges, and changes in the fair values of these derivatives are recognized in the statements of income as gains (losses) on derivative contracts.
Commitments and Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when the Company believes it is probable that a liability has been incurred and the amount of the contingency can be reasonably estimated.
Recently Adopted Accounting Pronouncement
In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU No. 2013-11 eliminates the diversity in practice in the presentation of unrecognized tax benefits either where an entity may present unrecognized tax benefits as a liability or by presenting unrecognized tax benefits as a reduction of a deferred tax asset for a net operating loss or tax credit carryforward in certain circumstances. ASU No. 2013-11 was adopted by the Company on January 1, 2014. The adoption of ASU No. 2013-11 did not have any impact on the Company's consolidated financial statements.
Recently Issued But Not Yet Adopted Accounting Pronouncement
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU No. 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective and allows the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. ASU No. 2014-09 becomes effective for us on January 1, 2017. We have not yet completed our evaluation of the effect that ASU No. 2014-09 will have on our consolidated financial statements and related disclosures.
Common Stock of Cablevision
Each holder of Cablevision NY Group ("CNYG") Class A common stock has one vote per share while holders of CNYG Class B common stock have ten votes per share. CNYG Class B shares can be converted to CNYG Class A common stock at anytime with a conversion ratio of one CNYG Class A common share for one CNYG Class B common share. CNYG Class A stockholders are entitled to elect 25% of Cablevision's Board of Directors. CNYG Class B stockholders have the right to elect the remaining members of Cablevision's Board of Directors. In addition, CNYG Class B stockholders are parties to an agreement which has the effect of causing the voting power of these CNYG Class B stockholders to be cast as a block. The following table provides details of Cablevision's shares of common stock outstanding:
(a)
Primarily includes issuances of common stock in connection with employee and non-employee director exercises of stock options and restricted shares granted to employees, offset by shares acquired by the Company in connection with the
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
fulfillment of employees' statutory tax withholding obligation for applicable income and other employment taxes and forfeited employee restricted shares.
CSC Holdings Membership Interests
CSC Holdings has 17,631,479 membership units issued and outstanding as of December 31, 2014 and 2013, respectively, which are all owned by Cablevision, its sole owner.
In September 2012, CSC Holdings issued 3,198,729 membership interests to Cablevision in connection with Cablevision's $735,000 cash contribution to CSC Holdings. Such contribution was funded by the net proceeds from Cablevision's senior notes issued in September 2012.
Dividends
Cablevision may pay dividends on its capital stock only from net profits and surplus as determined under Delaware law. If dividends are paid on CNYG common stock, holders of CNYG Class A common stock and CNYG Class B common stock are entitled to receive dividends, and other distributions in cash, stock or property, equally on a per share basis, except that stock dividends with respect to CNYG Class A common stock may be paid only with shares of CNYG Class A common stock and stock dividends with respect to CNYG Class B common stock may be paid only with shares of CNYG Class B common stock.
CSC Holdings may make distributions on its membership interests only if sufficient funds exist as determined under Delaware law.
Cablevision's and CSC Holdings' indentures and CSC Holdings credit agreement restrict the amount of dividends and distributions in respect of any equity interest that can be made.
The Board of Directors of Cablevision declared the following cash dividends to stockholders of record on both its CNYG Class A common stock and CNYG Class B common stock:
Cablevision paid dividends aggregating $160,545, $159,709 and $163,872 in 2014, 2013 and 2012, respectively, including accrued dividends on vested restricted shares of $1,548, $3,092, and $5,987, respectively, primarily from the proceeds of equity distribution payments from CSC Holdings. In addition, as of December 31, 2014, up to approximately $8,319 will be paid when, and if, restrictions lapse on restricted shares outstanding.
During the years ended December 31, 2014, 2013 and 2012, CSC Holdings made cash equity distribution payments to Cablevision aggregating $396,382, $501,224 and $671,809, respectively. These distribution payments were funded from cash on hand. The proceeds were used to fund:
•
Cablevision's dividends paid;
•
Cablevision's interest on its senior notes;
•
Cablevision's repurchases of certain outstanding senior notes in 2014 and 2013;
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
•
Cablevision's payments for the acquisition of treasury shares related to statutory minimum tax withholding obligations upon the vesting of certain restricted shares; and
•
the repurchase of CNYG Class A common stock under Cablevision's share repurchase program in 2012 (see Note 19).
Income Per Common Share
Cablevision
Basic income per common share attributable to Cablevision stockholders is computed by dividing net income attributable to Cablevision stockholders by the weighted average number of common shares outstanding during the period. Diluted income per common share attributable to Cablevision stockholders reflects the dilutive effects of stock options (including options held by employees of AMC Networks Inc. ("AMC Networks") and The Madison Square Garden Company ("Madison Square Garden")) and restricted stock.
The following table presents a reconciliation of weighted average shares used in the calculations of the basic and diluted net income per share attributable to Cablevision stockholders:
Anti-dilutive shares (options whose exercise price exceeds the average market price of Cablevision's common stock during the period and certain restricted shares) totaling approximately 1,760,000, 1,336,000 and 1,257,000 shares (including certain options held by AMC Networks and Madison Square Garden employees), have been excluded from diluted weighted average shares outstanding for the years ended December 31, 2014, 2013 and 2012, respectively. In addition, approximately 45,000 and 1,298,000 restricted shares issued pursuant to the Company's employee stock plan have also been excluded from the diluted weighted average shares outstanding for the year ended December 31, 2014 and 2013, respectively, as the performance criteria on these awards have not yet been satisfied.
CSC Holdings
Net income per membership unit for CSC Holdings is not presented since CSC Holdings is a limited liability company and a wholly-owned subsidiary of Cablevision.
Concentrations of Credit Risk
Financial instruments that may potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents and trade account receivables. The Company monitors the financial institutions and money market funds where it invests its cash and cash equivalents with diversification among counterparties to mitigate exposure to any single financial institution. The Company's emphasis is primarily on safety of principal and liquidity and secondarily on maximizing the yield on its investments. Management believes that no significant concentration of credit risk exists with respect to its cash and cash equivalents balances because of its assessment of the creditworthiness and financial viability of the respective financial institutions.
The Company did not have a single customer that represented 10% or more of its consolidated net revenues for the years ended December 31, 2014, 2013 and 2012, or 10% or more of its consolidated net trade receivables at December 31, 2014 and 2013.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
NOTE 3. SUPPLEMENTAL CASH FLOW INFORMATION
During 2014, 2013 and 2012, the Company's non-cash investing and financing activities and other supplemental data were as follows:
NOTE 4. RESTRUCTURING AND IMPAIRMENT CHARGES
Restructuring
In the fourth quarter of 2013, as a result of a strategic evaluation of the Company's operations, the Company recorded restructuring charges associated primarily with the elimination of 234 positions in the Cable segment, 191 positions in the Other segment, and 16 positions in the Lightpath segment. Additionally, the Company expensed $1,205 in connection with an early lease termination in the Other segment. The following table summarizes the restructuring charges and accrued restructuring liability related to the 2013 restructuring plan:
In addition to the charges included in the table above, the Company recorded net restructuring charges (credits) of $1,984, $(534), and $(770), in 2014, 2013 and 2012, respectively. The 2014 restructuring expense included a $3,280 charge relating to the
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
elimination of 59 positions at Newsday. The 2013 and 2012 restructuring credits primarily related to changes to the Company's previous estimates recorded in connection with the Company's prior restructuring plans.
Impairment Charges
Goodwill and indefinite-lived intangible assets are tested annually for impairment during the first quarter of each year or earlier upon the occurrence of certain events or substantive changes in circumstances. As a result of the continuing deterioration of values in the newspaper industry and competition from other media and its current and anticipated impact on Newsday's advertising business, the Company determined that a triggering event had occurred at the Newsday reporting unit and the Company tested Newsday's indefinite-lived intangibles and goodwill for impairment at December 31, 2014, 2013 and 2012 (the "interim testing dates").
The estimated fair values of the Newsday business indefinite-lived intangibles, which relate primarily to the trademarks associated with its mastheads, were based on discounted future cash flows calculated utilizing the relief-from-royalty method. Changes in such estimates or the application of alternative assumptions could produce significantly different results. The Company's impairment analysis as of December 31, 2014, 2013 and 2012 resulted in pre-tax impairment charges of $200, $25,100 and $13,000, respectively, related to the excess of the carrying value over the estimated fair value of the Company's trademarks.
Additionally, in 2014 and 2013, the Company recorded an impairment charge of $5,631 and $12,358, respectively, relating to the excess of the carrying value over the estimated fair values of Newsday's amortizing subscriber relationships and advertiser relationships, respectively. The decrease in fair values, which were determined based on discounted cash flows, resulted primarily from the decline in projected cash flows related to these assets. These pre-tax impairment charges are included in depreciation and amortization (including impairments) in the Other segment. No goodwill impairments were recorded for the years ended December 31, 2014, 2013 and 2012.
In addition, the Company recorded impairment charges of $425, $10,997 and $829 in 2014, 2013 and 2012, respectively, included in depreciation and amortization related primarily to certain other long-lived assets of businesses included in the Other segment.
NOTE 5. DISCONTINUED OPERATIONS
In connection with the Bresnan Sale and Clearview Sale discussed above, the operating results of Bresnan Cable (previously included in the Company's Cable segment) and Clearview Cinemas (previously included in the Company's Other segment) have been reflected in the Company's consolidated financial statements as discontinued operations for all periods presented.
The proceeds related to the settlement of litigation with DISH Network, LLC (see discussion below) and related costs have been classified in discontinued operations for the years ended December 31, 2013 and 2012.
Operating results of discontinued operations for the years ended December 31, 2014, 2013 and 2012 are summarized below:
(a)
Represents primarily a gain recognized upon the settlement of a contingency related to Montana property taxes.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(a)
Includes the pretax gain recognized in connection with the Bresnan Sale of approximately $408,000.
(b)
Includes the pretax loss recognized in connection with the Clearview Sale of approximately $19,300.
(c)
As a result of the Company's annual impairment test in the first quarter of 2013, the Company recorded an impairment charge of $10,347, relating to goodwill of the Company's Clearview business which reduced the carrying value to zero. The Company determined the fair value of the Clearview business, which was a single reporting unit, assuming highest and best use, based on either an income or market approach on a theater by theater basis.
(d)
Represents primarily the proceeds from the final allocation of the DISH Network, LLC litigation settlement. See discussion below for additional information.
(e)
Includes tax benefit of $7,605 resulting from a decrease in the valuation allowance for certain state net operating loss carry forwards.
(a)
Represents primarily the gain relating to the settlement of litigation with DISH Network, LLC. See discussion below for additional information.
Litigation Settlement
In connection with the AMC Networks Distribution in June 2011 (whereby Cablevision distributed to its stockholders all of the outstanding common stock of AMC Networks, a company which consisted principally of national programming networks, including AMC, WE tv, IFC and Sundance Channel, previously owned and operated by the Company's Rainbow segment), CSC Holdings and AMC Networks and its subsidiary, Rainbow Programming Holdings, LLC (the "AMC Parties") entered into an agreement (the "VOOM Litigation Agreement") which provided that CSC Holdings and the AMC Parties would share equally in the proceeds (including in the value of any non-cash consideration) of any settlement or final judgment in the litigation with DISH Network, LLC ("DISH Network") that were received by subsidiaries of AMC Networks from VOOM HD Holdings LLC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
In October 2012, the Company and AMC Networks settled the litigation with DISH Network. Pursuant to the settlement agreement, DISH Network paid $700,000 to a joint escrow account for the benefit of the Company and AMC Networks. On April 8, 2013, the Company and AMC Networks reached agreement, pursuant to the VOOM Litigation Agreement, on the final allocation of the proceeds of the settlement. The parties agreed that (a) the Company would be allocated a total of $525,000 of the cash settlement payment; and (b) AMC Networks would retain $175,000 of the cash settlement payment (in addition to the long-term affiliation agreements entered into with DISH Network as part of the settlement). The final allocation was approved by independent committees of the Boards of Directors of the Company and AMC Networks. On April 9, 2013, the Company received $175,000 from AMC Networks (in addition to the $350,000 initially distributed to the Company from the joint escrow account in December 2012). The proceeds of $175,000 and $350,000 was recorded as a gain in discontinued operations for the years ended December 31, 2013 and 2012, respectively.
NOTE 6. PROPERTY, PLANT AND EQUIPMENT
Costs incurred in the construction of the Company's cable systems, including line extensions to, and upgrade of, the Company's hybrid fiber/coaxial infrastructure and headend facilities are capitalized. These costs consist of materials, subcontractor labor, direct consulting fees, and internal labor and related costs associated with the construction activities. The internal costs that are capitalized consist of salaries and benefits of the Company's employees and the portion of facility costs, including rent, taxes, insurance and utilities, that supports the construction activities. These costs are depreciated over the estimated life of the plant (10 to 25 years), and headend facilities (4 to 25 years). Costs of operating the plant and the technical facilities, including repairs and maintenance, are expensed as incurred.
Costs incurred to connect businesses or residences that have not been previously connected to the infrastructure or digital platform are also capitalized. These costs include materials, subcontractor labor, internal labor, and other related costs associated with the connection activities. In addition, on-site and remote technical assistance during the provisioning process for new digital product offerings are capitalized. The departmental activities supporting the connection process are tracked through specific metrics, and the portion of departmental costs that is capitalized is determined through a time weighted activity allocation of costs incurred based on time studies used to estimate the average time spent on each activity. New connections are amortized over the estimated useful lives of 5 years or 12 years for residence wiring and feeder cable to the home, respectively. The portion of departmental costs related to reconnection, programming service up-grade and down-grade, repair and maintenance, and disconnection activities are expensed as incurred.
Property, plant and equipment (including equipment under capital leases) consist of the following assets, which are depreciated or amortized on a straight-line basis over the estimated useful lives shown below:
During the years ended December 31, 2014 and 2013, the Company capitalized certain costs aggregating $153,675 and $127,390, respectively, related to the acquisition and development of internal use software, which are included in the table above.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
Depreciation expense on property, plant and equipment (including capital leases) for the years ended December 31, 2014, 2013 and 2012 amounted to $852,451, $858,899 and $879,242 (including impairment charges of $425, $10,997 and $829 in 2014, 2013 and 2012), respectively.
At December 31, 2014 and 2013, the gross amount of equipment and related accumulated amortization recorded under capital leases were as follows:
NOTE 7. OPERATING LEASES
The Company leases certain office, production, and transmission facilities under terms of leases expiring at various dates through 2034. The leases generally provide for escalating rentals over the term of the lease plus certain real estate taxes and other costs or credits. Costs associated with such operating leases are recognized on a straight-line basis over the initial lease term. The difference between rent expense and rent paid is recorded as deferred rent. In addition, the Company rents space on utility poles for its operations. The Company's pole rental agreements are for varying terms, and management anticipates renewals as they expire. Rent expense, including pole rentals, for the years ended December 31, 2014, 2013 and 2012 amounted to $77,769, $75,553 and $78,472, respectively.
The minimum future annual payments for all operating leases (with initial or remaining terms in excess of one year) during the next five years and thereafter, including pole rentals from January 1, 2015 through December 31, 2019, at rates now in force are as follows:
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
NOTE 8. INTANGIBLE ASSETS
The following table summarizes information relating to the Company's acquired intangible assets at December 31, 2014 and 2013:
The carrying amount of goodwill as of December 31, 2014 and 2013 is as follows:
NOTE 9. DEBT
Credit Facility Debt
The following table provides details of the Company's outstanding credit facility debt:
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(a)
At December 31, 2014, $71,661 of the revolving loan facility was restricted for certain letters of credit issued on behalf of CSC Holdings and $1,428,339 of the revolving loan facility was undrawn and available, subject to covenant limitations, to be drawn to meet the net funding and investment requirements of the Restricted Group.
(b)
The unamortized discount related to the Term B loan facility amounted to $5,326 and $10,615 at December 31, 2014 and 2013, respectively.
Restricted Group Credit Facility
On April 17, 2013, CSC Holdings and certain of its subsidiaries (the "Restricted Subsidiaries") refinanced its Restricted Group credit facility. The Restricted Group credit agreement provides for (1) a revolving credit facility of $1,500,000, (2) a Term A facility of $958,510, and (3) a Term B facility of $1,400,000 (net of $750,000 and $200,000 repayments in May 2014 and September 2014, respectively, discussed below), each subject to adjustment from time to time in accordance with the terms of the credit agreement (the "Credit Agreement"). The proceeds from the Term A loans and the Term B loans were used to repay all amounts outstanding under CSC Holdings' previous Restricted Group credit facility and to pay fees and expenses in connection therewith. As of December 31, 2014, no amounts were drawn under the revolving credit facility.
The Credit Agreement provides for extended facilities and additional facilities, subject to an aggregate maximum facilities limit on all facilities (including the revolving credit facility, the Term A facility and the Term B facility and any extended facilities and additional facilities) equal to the greater of (1) $4,808,510 and (2) an amount such that the senior secured leverage ratio, as defined in the Credit Agreement, would not exceed 3.50 to 1.00.
Under the Credit Agreement, commitments under the revolving credit facility expire on April 17, 2018. The Term A loans are subject to quarterly repayments of $11,981 that began on September 30, 2014 and continue through June 30, 2016, $23,963 beginning on September 30, 2016 through March 31, 2018 and a final payment of $694,919 at maturity on April 17, 2018. The Term B loans are subject to quarterly repayments that began in September 2013 and are currently $3,481 per quarter through December 31, 2019 with a final repayment of $1,301,812 at maturity on April 17, 2020. Unless terminated early in accordance with the terms of the Credit Agreement, all the facilities terminate on their final maturity dates, other than any additional facilities or extended facilities that may be entered into in the future under the terms of the Credit Agreement and which will terminate on the date specified in the respective supplements or agreements establishing such facilities. The Credit Agreement provides for issuance of letters of credit in an aggregate amount of up to $150,000.
Loans under the Credit Agreement are direct obligations of CSC Holdings, guaranteed by most of the Restricted Subsidiaries (as defined in the Credit Agreement) and secured by the pledge of the stock and other security interests of most of the Restricted Subsidiaries.
Loans under the Credit Agreement bear interest as follows:
•
Revolving credit loans and Term A loans, either (i) the Eurodollar rate (as defined) plus a spread ranging from 1.50% to 2.25% based on the cash flow ratio (as defined), or (ii) the base rate (as defined) plus a spread ranging from 0.50% to 1.25% based on the cash flow ratio;
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
•
Term B loans, either (i) the Eurodollar rate plus a spread of 2.50% or (ii) the base rate plus a spread of 1.50%.
The Restricted Group credit facility has two financial maintenance covenants applicable to the revolving credit facility and the Term A loans: (1) a maximum ratio of total net indebtedness to cash flow of 5.0 to 1 and (2) a maximum ratio of senior secured net indebtedness to cash flow of 4.0 to 1. The financial maintenance covenants do not apply to the Term B loans.
These covenants and restrictions on the permitted use of borrowed funds in the revolving loan facility may limit the Restricted Group's ability to utilize all of the undrawn revolver funds. Additional covenants include limitations on liens and the issuance of additional debt.
Under the Restricted Group credit facility there are generally no restrictions on investments that the Restricted Group may make, provided it is not in default; however, the Restricted Group must also remain in compliance with the maximum ratio of total net indebtedness to cash flow and the maximum ratio of senior secured net indebtedness to cash flow.
There is a commitment fee of 0.30% on undrawn amounts under the revolving credit facility.
For the year ended December 31, 2013, the Company wrote-off deferred financing costs of $6,602 related to the repaid credit facility. The Term B loans were issued at a discount of $11,750 and the Company recorded deferred financing costs of $27,080 related to the current credit facility. The original issue discount and the deferred financing costs are both being amortized to interest expense over the term of the respective loans.
In May 2014, CSC Holdings used the net proceeds from the issuance of the 2024 Notes (discussed below), as well as cash on hand, to make a $750,000 repayment on its outstanding Term B loan facility. In September 2014, CSC Holdings made a repayment of $200,000 on its outstanding Term B loan facility with cash on hand. In connection with these repayments, the Company recognized a loss on extinguishment of debt of approximately $4,054 and wrote-off unamortized deferred financing costs related to this loan facility of approximately $5,564 for the year ended December 31, 2014.
The Restricted Group was in compliance with all of its financial covenants under the Restricted Group Credit Agreement as of December 31, 2014.
Newsday LLC Credit Facility
On October 12, 2012, Newsday LLC ("Newsday") entered into a new senior secured credit agreement (the "Newsday Credit Agreement"), the proceeds of which were used to repay all amounts outstanding under its previous credit agreement dated as of July 29, 2008. The Newsday Credit Agreement consists of a $480,000 floating rate term loan which matures on October 12, 2016 (net of the $160,000 repayment in December 2013, discussed below). Interest under the Newsday Credit Agreement is calculated, at the election of Newsday, at either the eurodollar rate or the base rate, plus 3.50% or 2.50%, respectively, as specified in the Newsday Credit Agreement. Borrowings by Newsday under the Newsday Credit Agreement are guaranteed by CSC Holdings on a senior unsecured basis and certain of its subsidiaries that own interests in Newsday on a senior secured basis. The Newsday Credit Agreement is secured by a lien on the assets of Newsday and Cablevision senior notes with an aggregate principal amount of $611,455 (after the sale of Cablevision senior notes in December 2013 discussed below) owned by Newsday Holdings. In connection with the Newsday Credit Agreement, the Company incurred deferred financing costs of approximately $4,558, which are being amortized to interest expense over the term of the Newsday Credit Agreement.
On December 10, 2013, Newsday made a voluntary repayment of $160,000 on its term loan with the proceeds it received from CSC Holdings in connection with CSC Holdings' purchase of Cablevision senior notes with an aggregate principal amount of $142,262 held by Newsday Holdings. The senior notes were subsequently distributed by CSC Holdings to Cablevision and were canceled.
The principal financial covenant for the Newsday Credit Agreement is a minimum liquidity test of $25,000 which is tested bi-annually on June 30 and December 31. The Newsday Credit Agreement also contains customary affirmative and negative covenants, subject to certain exceptions, including limitations on indebtedness, investments and restricted payments. Certain of the covenants applicable to CSC Holdings under the Newsday Credit Agreement are similar to the covenants applicable to CSC Holdings under its outstanding senior notes.
Prior to the Newsday Credit Agreement, Newsday had a $650,000 senior secured loan facility comprised of two components: a $525,000 10.50% fixed rate term loan facility and a $125,000 floating rate term loan facility. Unamortized deferred financing costs related to this senior secured loan facility aggregating approximately $5,083 were written-off in 2012.
Newsday was in compliance with all of its financial covenants under its Newsday Credit Agreement as of December 31, 2014.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
Senior Notes and Debentures
The following table summarizes the Company's senior notes and debentures:
(a)
The debentures are not redeemable by the Company prior to maturity.
(b)
The Company may redeem some or all of the notes at any time at a specified "make-whole" price plus accrued and unpaid interest to the redemption date.
(c)
The carrying amount of the senior notes is net of the unamortized original issue discount.
The table above also excludes the principal amount of Cablevision 7.75% senior notes due 2018 of $345,238 and the principal amount of Cablevision 8.00% senior notes due 2020 of $266,217 held by Newsday at December 31, 2014 and 2013 which are eliminated in the consolidated balance sheets of Cablevision.
The indentures under which the senior notes and debentures were issued contain various covenants, which are generally less restrictive than those contained in the credit agreement of the issuer. The Company was in compliance with all of its financial covenants under these indentures as of December 31, 2014.
Issuance of Debt Securities
CSC Holdings 5.25% Senior Notes Due 2024
In May 2014, CSC Holdings issued $750,000 aggregate principal amount of 5.25% senior notes due June 1, 2024 (the "2024 Notes"). The 2024 Notes are senior unsecured obligations and rank equally in right of payment with all of CSC Holdings' other existing and future unsecured and unsubordinated indebtedness. CSC Holdings may redeem all or a portion of the 2024 Notes at any time at a price equal to 100% of the principal amount of the 2024 Notes redeemed plus accrued and unpaid interest to the redemption date plus a "make whole" premium. CSC Holdings used the net proceeds from the issuance of the 2024 Notes, as well as cash on hand, to make a $750,000 repayment on its outstanding Term B loan facility. In connection with the issuance of the 2024 Notes, the Company incurred deferred financing costs of approximately $14,273, which are being amortized to interest expense over the term of the 2024 Notes.
Cablevision 5.875% Senior Notes Due 2022
In September 2012, Cablevision issued $750,000 aggregate principal amount of 5.875% senior notes due September 15, 2022 (the "2022 Notes") in a registered public offering. The 2022 Notes are senior unsecured obligations and rank equally in right of payment with all of Cablevision's other existing and future unsecured and unsubordinated indebtedness. Cablevision may redeem all or a portion of the 2022 Notes at any time at a price equal to 100% of the principal amount of the 2022 Notes redeemed plus accrued and unpaid interest to the redemption date plus a "make whole" premium. Cablevision contributed the net proceeds of approximately $735,000 from the issuance of the 2022 Notes to CSC Holdings, and CSC Holdings used those proceeds to (i) repurchase a portion
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
of 8.50% CSC Holdings Senior Notes Due June 2015 (the "2015 Notes") and a portion of the 8.50% CSC Holdings Senior Notes Due April 2014 (the "2014 Notes") in the tender offers commenced in September 2012 discussed below, (ii) make a $150,000 repayment on the then outstanding CSC Holdings Term B-2 extended loan facility, and (iii) for general corporate purposes. In connection with the issuance of the 2022 Notes, the Company incurred deferred financing costs of approximately $16,195, which are being amortized to interest expense over the term of the 2022 Notes. See discussion below regarding the repurchase of a portion of these notes in 2013.
Repurchases of Cablevision Senior Notes
In January 2014, Cablevision repurchased with cash on hand $27,831 aggregate principal amount of its outstanding 2022 Notes. In October 2014, Cablevision repurchased with cash on hand an additional $9,200 aggregate principal amount of the 2022 Notes. In connection with these repurchases, Cablevision recorded a gain from the extinguishment of debt of $934, net of fees, and a write-off approximately $1,436 of unamortized deferred financing costs associated with these notes. The notes repurchased in January 2014 were classified as a current liability on Cablevision's balance sheet at December 31, 2013.
In 2013, Cablevision repurchased with cash on hand $63,945 aggregate principal amount of its outstanding 2022 Notes. In connection with these repurchases, Cablevision recorded a gain from the extinguishment of debt of $1,119 and a write-off approximately $517 of unamortized deferred financing costs associated with these notes.
Redemptions and Repurchases of CSC Holdings Senior Notes (tender prices per note in dollars)
In 2013, CSC Holdings redeemed (1) $204,937 aggregate principal amount of its outstanding 2014 Notes and (2) $91,543 aggregate principal amount of its outstanding 2015 Notes with cash on hand. In connection with these redemptions, the Company recorded a loss on extinguishment of debt of $12,192, primarily representing the payments in excess of the principal amount thereof and a write-off of the unamortized deferred financing costs and discounts associated with these notes of approximately $4,350 for the year ended December 31, 2013.
In September 2012, CSC Holdings commenced a cash tender offer for: (1) its outstanding $120,543 aggregate principal amount of 2015 Notes for total consideration of $1,046.25 per $1,000 principal amount of notes tendered for purchase, consisting of tender offer consideration of $1,016.25 per $1,000 principal amount of notes plus an early tender premium of $30 per $1,000 principal amount of notes, and (2) its outstanding $575,633 aggregate principal amount of 2014 Notes for total consideration of $1,113 per $1,000 principal amount of notes tendered for purchase, consisting of tender offer consideration of $1,083 per $1,000 principal amount of notes plus an early tender premium of $30 per $1,000 principal amount of notes. Holders that tendered their securities by September 26, 2012 ("Early Tender Date") received the total consideration. Holders who tendered their securities after such time and by the October 11, 2012 expiration date ("Tender Expiration Date") received the tender offer consideration, which is the total consideration less the early tender premium.
The aggregate principal amount of the 2015 Notes and 2014 Notes that were tendered and repurchased on September 27, 2012 amounted to $29,000 and $370,696, respectively. There were no additional securities tendered between the Early Tender Date and the Tender Expiration Date. The tender premiums associated with the repurchase of the 2015 Notes and 2014 Notes of approximately $43,231, along with other transaction costs of $577, have been recorded in loss on extinguishment of debt for the year ended December 31, 2012. In addition, unamortized deferred financing costs and discounts related to these notes aggregating approximately $16,997 were written-off in 2012.
Summary of Debt Maturities
Total amounts payable by the Company under its various debt obligations outstanding as of December 31, 2014, including notes payable, collateralized indebtedness (see Note 10), and capital leases, during the next five years and thereafter, are as follows:
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(a)
Excludes the Cablevision senior notes held by Newsday Holdings.
NOTE 10. DERIVATIVE CONTRACTS AND COLLATERALIZED INDEBTEDNESS
To manage interest rate risk, the Company has historically entered into interest rate swap contracts to adjust the proportion of total debt that is subject to variable interest rates. Such contracts effectively fix the borrowing rates on floating rate debt to limit the exposure against the risk of rising rates. The Company does not enter into interest rate swap contracts for speculative or trading purposes.
The Company has entered into various transactions to limit the exposure against equity price risk on its shares of Comcast Corporation ("Comcast") common stock. The Company has monetized all of its stock holdings in Comcast through the execution of prepaid forward contracts, collateralized by an equivalent amount of the respective underlying stock. At maturity, the contracts provide for the option to deliver cash or shares of Comcast stock with a value determined by reference to the applicable stock price at maturity. These contracts, at maturity, are expected to offset declines in the fair value of these securities below the hedge price per share while allowing the Company to retain upside appreciation from the hedge price per share to the relevant cap price.
The Company received cash proceeds upon execution of the prepaid forward contracts discussed above which has been reflected as collateralized indebtedness in the accompanying consolidated balance sheets. In addition, the Company separately accounts for the equity derivative component of the prepaid forward contracts. These equity derivatives have not been designated as hedges for accounting purposes. Therefore, the net fair values of the equity derivatives have been reflected in the accompanying consolidated balance sheets as an asset or liability and the net increases or decreases in the fair value of the equity derivative component of the prepaid forward contracts are included in gain (loss) on derivative contracts in the accompanying consolidated statements of income.
All of the Company's monetization transactions are obligations of its wholly-owned subsidiaries that are not part of the Restricted Group; however, CSC Holdings has provided guarantees of the subsidiaries' ongoing contract payment expense obligations and potential payments that could be due as a result of an early termination event (as defined in the agreements). If any one of these contracts were terminated prior to its scheduled maturity date, the Company would be obligated to repay the fair value of the collateralized indebtedness less the sum of the fair values of the underlying stock and equity collar, calculated at the termination date. As of December 31, 2014, the Company did not have an early termination shortfall relating to any of these contracts.
The Company monitors the financial institutions that are counterparties to its equity derivative contracts and it diversifies its equity derivative contracts among various counterparties to mitigate exposure to any single financial institution. All of the counterparties to such transactions carry investment grade credit ratings as of December 31, 2014.
The following represents the location of the assets and liabilities associated with the Company's derivative instruments within the consolidated balance sheets at December 31, 2014 and December 31, 2013:
The following represents the impact of the Company's derivative instruments and location within the consolidated statements of income for the years ended December 31, 2014, 2013 and 2012:
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
For the years ended December 31, 2014, 2013 and 2012, the Company recorded a gain on investments of $129,832, $313,251 and $293,599, respectively, representing the net increase in the fair values of all investment securities pledged as collateral for the period.
Settlements of Collateralized Indebtedness
The following table summarizes the settlement of the Company's collateralized indebtedness relating to Comcast shares that were settled by delivering cash equal to the collateralized loan value, net of the value of the related equity derivative contracts for the years ended December 31, 2014 and 2013. The cash was obtained from the proceeds of new monetization contracts covering an equivalent number of Comcast shares. The terms of the new contracts allow the Company to retain upside participation in Comcast shares up to each respective contract's upside appreciation limit with downside exposure limited to the respective hedge price.
In January 2015, the Company settled collateralized indebtedness relating to 2,668,875 Comcast shares by delivering cash equal to the collateralized loan value obtained from the proceeds of a new monetization contract covering an equivalent number of Comcast shares. Accordingly, the consolidated balance sheets of Cablevision and CSC Holdings as of December 31, 2014 reflect the reclassification of $154,821 of investment securities pledged as collateral from a current asset to a long-term asset and $103,227 of collateralized indebtedness from a current liability to a long-term liability.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
NOTE 11. FAIR VALUE MEASUREMENT
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels:
•
Level I - Quoted prices for identical instruments in active markets.
•
Level II - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
•
Level III - Instruments whose significant value drivers are unobservable.
The following table presents for each of these hierarchy levels, the Company's financial assets and financial liabilities that are measured at fair value on a recurring basis at December 31, 2014 and December 31, 2013:
The Company's cash equivalents, investment securities and investment securities pledged as collateral are classified within Level I of the fair value hierarchy because they are valued using quoted market prices.
The Company's prepaid forward contracts reflected as derivative contracts and liabilities under derivative contracts on the Company's balance sheets are valued using market-based inputs to valuation models. These valuation models require a variety of inputs, including contractual terms, market prices, yield curves, and measures of volatility. When appropriate, valuations are adjusted for various factors such as liquidity, bid/offer spreads and credit risk considerations. Such adjustments are generally based on available market evidence. Since model inputs can generally be verified and do not involve significant management judgment, the Company has concluded that these instruments should be classified within Level II of the fair value hierarchy.
The Company considers the impact of credit risk when measuring the fair value of its derivative asset and/or liability positions, as applicable.
In addition, see Note 4 for a discussion of impairment charges related to nonfinancial assets not measured at fair value on a recurring basis.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
Fair Value of Financial Instruments
The following methods and assumptions were used to estimate fair value of each class of financial instruments for which it is practicable to estimate:
Credit Facility Debt, Collateralized Indebtedness, Senior Notes and Debentures and Notes Payable
The fair values of each of the Company's debt instruments are based on quoted market prices for the same or similar issues or on the current rates offered to the Company for instruments of the same remaining maturities. The fair value of notes payable is based primarily on the present value of the remaining payments discounted at the borrowing cost.
The carrying values, estimated fair values, and classification under the fair value hierarchy of the Company's financial instruments, excluding those that are carried at fair value in the accompanying consolidated balance sheets, are summarized as follows:
(a)
These notes are eliminated at the consolidated Cablevision level.
(b)
The principal amount of the Company's credit facility debt, which bears interest at variable rates, approximates its fair value.
Fair value estimates related to the Company's debt instruments and senior notes receivable presented above are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
NOTE 12. INCOME TAXES
Cablevision
Cablevision files a consolidated federal income tax return with its 80% or more owned subsidiaries.
Income tax expense (benefit) attributable to Cablevision's continuing operations consists of the following components:
In January 2014, the Internal Revenue Service informed the Company that the consolidated federal income tax returns for 2009 and 2010 are no longer under examination. Accordingly, in the first quarter of 2014, the Company recorded an income tax benefit of $53,132 associated with the reversal of a noncurrent liability relating to an uncertain tax position from 2009. The statute of limitations with regard to 2009 expired on March 31, 2014.
Income tax expense attributable to discontinued operations for the year ended December 31, 2014 of $2,206 is comprised of current and deferred income tax expense of $108 and $2,098, respectively. Income tax expense attributable to discontinued operations for the year ended December 31, 2013 of $232,807 is comprised of current and deferred income tax expense of $18,120 and $214,687, respectively. Income tax expense attributable to discontinued operations for the year ended December 31, 2012 of $110,581 is comprised of current and deferred income tax expense of $5,340 and $105,241, respectively.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
For Cablevision, the tax effects of temporary differences which give rise to significant portions of deferred tax assets or liabilities and the corresponding valuation allowance at December 31, 2014 and 2013 are as follows:
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
At December 31, 2014, Cablevision had consolidated federal net operating loss carry forwards ("NOLs") of $619,955 expiring on various dates from 2024 through 2031. Cablevision has recorded a deferred tax asset related to $241,005 of such NOLs. A deferred tax asset has not been recorded for the remaining NOL of $378,950 as this portion relates to 'windfall' deductions on share-based awards that have not yet been realized. Cablevision uses the 'with-and-without' approach to determine whether an excess tax benefit has been realized. Upon realization, such excess tax benefits are recorded as an increase to paid-in capital. Cablevision realized excess tax benefit of $336 and $1,280 during the years ended December 31, 2014 and 2013, respectively, resulting in an increase to paid-in capital.
As of December 31, 2014, Cablevision has $39,919 of federal alternative minimum tax credit carry forwards which do not expire.
As of December 31, 2014, Cablevision has $14,818 of research credits, expiring in varying amounts from 2023 through 2034.
Subsequent to the utilization of Cablevision's NOLs and tax credit carry forwards, payments for income taxes are expected to increase significantly.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
CSC Holdings
CSC Holdings and its 80% or more owned subsidiaries are included in the consolidated federal income tax returns of Cablevision. The income tax provision for CSC Holdings is determined on a stand-alone basis for all periods presented as if CSC Holdings filed separate consolidated income tax returns.
Income tax expense (benefit) attributable to continuing operations consists of the following components:
Income tax expense attributable to discontinued operations for the year ended December 31, 2014 of $2,206 is comprised of current income tax expense and deferred income tax benefit of $2,479 and $(273), respectively. Income tax expense attributable to discontinued operations for the year ended December 31, 2013 of $240,412 is comprised of current income tax expense and deferred income tax benefit of $299,353 and $(58,941), respectively. Income tax expense attributable to discontinued operations for the year ended December 31, 2012 of $110,581 is comprised of current and deferred income tax expense of $28,242 and $82,339, respectively.
In connection with the tax allocation policy between CSC Holdings and Cablevision, CSC Holdings decreased the affiliate receivable due from Cablevision and increased the affiliate payable due to Cablevision by $230,786 in the aggregate, representing the estimated current income tax liability of CSC Holdings for the year ended December 31, 2014 as determined on a stand-alone basis, partially offset by an excess tax benefit realized of $4,978 and current income tax liabilities that are payable by CSC Holdings of $2,897.
The income tax expense attributable to CSC Holdings' continuing operations differs from the amount derived by applying the statutory federal rate to pretax income principally due to the effect of the following items:
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
For CSC Holdings, the tax effects of temporary differences which give rise to significant portions of deferred tax assets or liabilities and the corresponding valuation allowance at December 31, 2014 and 2013 are as follows:
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
CSC Holdings uses the 'with-and-without' approach to determine whether an excess tax benefit has been realized with regard to 'windfall' deductions on share-based payment awards. Upon realization, the excess tax benefits are recorded as an increase to member's equity. On a stand-alone basis, CSC Holdings realized federal and state excess tax benefit of $4,978, $46,164 and $61,434 during the years ended December 31, 2014, 2013 and 2012, respectively. Such excess tax benefit resulted in an increase to member's equity.
The Company
Deferred tax assets have resulted primarily from the Company's future deductible temporary differences and NOLs. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company's ability to realize its deferred tax assets depends upon the generation of sufficient future taxable income and tax planning strategies to allow for the utilization of its NOLs and deductible temporary differences. If such estimates and related assumptions change in the future, the Company may be required to record additional valuation allowances against its deferred tax assets, resulting in additional income tax expense in the Company's consolidated statements of income. Management evaluates the realizability of the deferred tax assets and the need for additional valuation allowances quarterly. At this time, based on current facts and circumstances, management believes that it is more likely than not that the Company will realize benefit for its gross deferred tax assets, except those deferred tax assets against which a valuation allowance has been recorded which relate to certain state NOLs.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
In the normal course of business, the Company engages in transactions in which the income tax consequences may be uncertain. The Company's income tax returns are filed based on interpretation of tax laws and regulations. Such income tax returns are subject to examination by taxing authorities. For financial statement purposes, the Company only recognizes tax positions that it believes are more likely than not of being sustained. There is considerable judgment involved in determining whether positions taken or expected to be taken on the tax return are more likely than not of being sustained.
A reconciliation of the beginning and ending amount of unrecognized tax benefits associated with uncertain tax positions, excluding associated deferred tax benefits and accrued interest, is as follows:
As of December 31, 2014, if all uncertain tax positions were sustained at the amounts reported or expected to be reported in the Company's tax returns, the elimination of the Company's unrecognized tax benefits, net of the deferred tax impact, would decrease income tax expense by $2,608.
Interest expense related to uncertain tax positions is included in income tax expense, consistent with the Company's historical policy. After considering the associated deferred tax benefit, interest expense (income) of $284, $107 and $(377) has been included in income tax expense attributable to continuing operations in the consolidated statements of income for 2014, 2013 and 2012, respectively. At December 31, 2014, accrued interest on uncertain tax positions of $268 and $2,975 was included in accrued liabilities and other noncurrent liabilities, respectively, in the consolidated balance sheet.
The most significant jurisdictions in which the Company is required to file income tax returns include the states of New York, New Jersey and Connecticut and the City of New York. The State of New York is presently auditing income tax returns for years 2006 through 2011.
Management does not believe that the resolution of the ongoing income tax examination described above will have a material adverse impact on the financial position of the Company. Changes in the liabilities for uncertain tax positions will be recognized in the interim period in which the positions are effectively settled or there is a change in factual circumstances.
NOTE 13. BENEFIT PLANS
Qualified and Non-qualified Defined Benefit Plans
Cablevision Retirement Plans (collectively, the "Defined Benefit Plans")
The Company sponsors a non-contributory qualified defined benefit cash balance retirement plan (the "Pension Plan") for the benefit of non-union employees other than those of Newsday, as well as certain employees covered by a collective bargaining relationship in Brooklyn. Under the Pension Plan, the Company credits a certain percentage of eligible pay (“Pay Credits”) into an account established for each participant which is credited with a monthly market based rate of return.
The Company maintains an unfunded non-contributory non-qualified defined benefit excess cash balance plan ("Excess Cash Balance Plan") covering certain employees of the Company who participate in the Pension Plan, as well as an additional unfunded non-contributory, non-qualified defined benefit plan ("CSC Supplemental Benefit Plan") for the benefit of certain officers and employees of the Company which provides that, upon retiring on or after normal retirement age, a participant will receive a benefit equal to a specified percentage of the participant's average compensation, as defined. All participants are 100% vested in the CSC Supplemental Benefit Plan.
The Company amended the Pension Plan and the Excess Cash Balance Plan to freeze participation and future benefit accruals effective December 31, 2013 for all Company employees except those covered by a collective bargaining relationship in Brooklyn. Therefore, after December 31, 2013, no employee of the Company who was not already a participant became a participant in the plans and no further annual Pay Credits were made, except for employees covered by a collective bargaining relationship in Brooklyn. Existing account balances under the plans continue to be credited with monthly interest in accordance with the terms of the plans.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
Plan Results for Defined Benefit Plans
Summarized below is the funded status and the amounts recorded on the Company's consolidated balance sheets for all of the Company's Defined Benefit Plans at December 31, 2014 and 2013:
Other changes in plan assets and benefit obligations recorded in accumulated other comprehensive loss for the years ended December 31, 2014 and 2013 are as follows:
The accumulated benefit obligation for the Company's Defined Benefit Plans aggregated $430,846 and $433,916 at December 31, 2014 and 2013, respectively.
Approximately $2,239 of unrecognized actuarial losses recorded in accumulated other comprehensive loss is expected to be recognized as a component of net periodic benefit cost during 2015 relating to the Defined Benefit Plans.
The Company's net funded status relating to its defined benefit plans at December 31, 2014 and 2013 are as follows:
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
Components of the net periodic benefit cost, recorded primarily in selling, general and administrative expenses, for the Defined Benefit Plans for the years ended December 31, 2014, 2013 and 2012, are as follows:
(a)
As a result of benefit payments to terminated or retired individuals exceeding the service and interest costs for the Pension Plan and the Excess Cash Balance Pension Plan during 2014, the Company recognized a non-cash settlement loss that represented the acceleration of the recognition of a portion of the previously unrecognized actuarial losses recorded in accumulated other comprehensive loss on the Company’s consolidated balance sheets relating to these plans.
Plan Assumptions for Defined Benefit Plans
Weighted-average assumptions used to determine net periodic cost (made at the beginning of the year) and benefit obligations (made at the end of the year) for the Defined Benefit Plans are as follows:
(a)
The discount rate of 4.24% in 2014 represents the average of the quarterly discount rates used to remeasure the Company's projected benefit obligation and net periodic benefit cost in connection with the recognition of settlement losses discussed above.
The discount rate used by the Company in calculating the net periodic benefit cost for the Cash Balance Plan and the Excess Cash Balance Plan was determined based on the expected future benefit payments for the plans and from the Towers Watson U.S. Rate Link: 40-90 Discount Rate Model. The model was developed by examining the yields on selected highly rated corporate bonds.
The Company's expected long-term return on Pension Plan assets is based on a periodic review and modeling of the plan's asset allocation structure over a long-term horizon. Expectations of returns for each asset class are the most important of the assumptions used in the review and modeling and are based on comprehensive reviews of historical data, forward looking economic outlook, and economic/financial market theory. The expected long-term rate of returns were selected from within the reasonable range of rates determined by (a) historical real returns, net of inflation, for the asset classes covered by the investment policy, and (b) projections of inflation over the long-term period during which benefits are payable to plan participants.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
Pension Plan Assets and Investment Policy
The weighted average asset allocations of the Pension Plan at December 31, 2014 and 2013 were as follows:
The Pension Plan's investment objectives reflect an overall low risk tolerance to stock market volatility. This strategy allows for the Pension Plan to invest in portfolios that would obtain a rate of return throughout economic cycles, commensurate with the investment risk and cash flow needs of the Pension Plan. The investments held in the Pension Plan are readily marketable and can be sold to fund benefit payment obligations of the plan as they become payable.
Investment allocation decisions are formally made by the Company's Investment and Benefit Committee, which takes into account investment advice provided by its external investment consultant. The investment consultant takes into account expected long-term risk, return, correlation, and other prudent investment assumptions when recommending asset classes and investment managers to the Company's Investment and Benefit Committee. The Committee considers recommendations based on asset/liability studies conducted by the external investment consultant who combines actuarial considerations, Pension Plan liabilities and strategic investment advice. The major categories of the Pension Plan assets are cash equivalents and bonds which are marked-to-market on a daily basis. Due to the Pension Plan's significant holdings in long-term government and non-government fixed income securities, the Pension Plan's assets are subjected to interest rate risk; specifically, a rising interest rate environment. However, these assets are structured in an asset/liability framework. Consequently, an increase in interest rates causes a corresponding decrease to the overall liability of the Pension Plan thus creating a hedge against rising interest rates. Additional risks involving the asset/liability framework include earning insufficient returns to cover future liabilities and imperfect hedging of the liability. In addition, a portion of the Pension Plan's bond portfolio is invested in foreign debt securities where there could be foreign currency risks associated with them, as well as in non-government securities which are subject to credit risk of the bond issuer defaulting on interest and/or principal payments.
Investments at Estimated Fair Value
The fair values of the assets of the Pension Plan at December 31, 2014 by asset class are as follows:
(a)
Represents an investment in a money market fund.
(b)
Excludes cash and net receivables relating to the sale of securities that were not settled as of December 31, 2014.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
The fair values of the assets of the Pension Plan at December 31, 2013 by asset class are as follows:
(a)
A significant portion represents an investment in a short-term investment fund that invests primarily in securities of high quality and low risk.
(b)
Excludes net payables relating to the purchase of securities that were not settled as of December 31, 2013.
Benefit Payments and Contributions for Defined Benefit Plans
The following benefit payments are expected to be paid:
Of the amounts expected to be paid in 2015, the Company has recorded approximately $6,500 as a current liability in its consolidated balance sheets at December 31, 2014, since this amount represents the aggregate benefit payment obligation payable in the next twelve months for the Company's nonqualified Excess Cash Balance Plan and CSC Supplemental Benefit Plan at December 31, 2014.
The Company currently expects to contribute approximately $25,000 to the Pension Plan in 2015.
Defined Contribution Plans
The Company also maintains the Cablevision 401(k) Savings Plan, a contributory qualified defined contribution plan for the benefit of non-union employees of the Company. Employees can contribute a percentage of eligible annual compensation and the Company will make a matching cash contribution or discretionary contribution, as defined in the plan. In addition, the Company maintains an unfunded non-qualified excess savings plan for which the Company provides a matching contribution similar to the Cablevision 401(k) Savings Plan.
Effective January 1, 2014, applicable employees of the Company are eligible for an enhanced employer matching contribution, as well as a year-end employer discretionary contribution to the Cablevision 401(k) Savings Plan and the Cablevision Excess Savings Plan.
The cost associated with these plans (including the enhanced employer matching and the discretionary contributions in 2014) was $65,725, $26,757 and $24,160 for the years ended December 31, 2014, 2013 and 2012, respectively.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
NOTE 14. EQUITY AND LONG-TERM INCENTIVE PLANS
Cablevision's Equity Plans
In April 2006, Cablevision's Board of Directors approved the Cablevision Systems Corporation 2006 Employee Stock Plan and the Cablevision Systems Corporation 2006 Stock Plan for Non-Employee Directors, which was approved by Cablevision's stockholders at its annual stockholders meeting on May 18, 2006.
Under the 2006 Employee Stock Plan, Cablevision is authorized to grant incentive stock options, nonqualified stock options, restricted shares, restricted stock units, stock appreciation rights and other equity-based awards. Cablevision may grant awards for up to 46,000,000 shares of CNYG Class A common stock (subject to certain adjustments). Options (including performance based options) and stock appreciation rights under the 2006 Employee Stock Plan must be granted with an exercise price of not less than the fair market value of a share of CNYG Class A common stock on the date of grant and must expire no later than 10 years from the date of grant (or up to one additional year in the case of the death of a holder). The terms and conditions of awards granted under the 2006 Employee Stock Plan, including vesting and exercisability, are determined by the compensation committee of the Board of Directors and may be based upon performance criteria.
Under the 2006 Stock Plan for Non-Employee Directors, Cablevision is authorized to grant nonqualified stock options, restricted stock units and other equity-based awards. Cablevision may grant awards for up to 1,000,000 shares of CNYG Class A common stock (subject to certain adjustments) under this plan. Options under this plan must be granted with an exercise price of not less than the fair market value of a share of CNYG Class A common stock on the date of grant and must expire no later than 10 years from the date of grant (or up to one additional year in the case of the death of a holder). The terms and conditions of awards granted under the 2006 Stock Plan for Non-Employee Directors, including vesting and exercisability, are determined by the compensation committee. Unless otherwise provided in an applicable award agreement, options granted under this plan will be fully vested and exercisable, and restricted stock units granted under this plan will be fully vested, upon the date of grant. Unless otherwise determined by the compensation committee, on the date of each annual meeting of Cablevision's stockholders, each non-employee director will receive a number of restricted stock units for the number of shares of common stock equal to $150 divided by the fair value of a share of CNYG Class A stock based on the closing price on the date of grant. In 2014 and 2013, Cablevision granted its non-employee directors an aggregate of 66,421 and 71,200 restricted stock units, respectively, which vested on the date of grant. Total non-employee director restricted stock units outstanding as of December 31, 2014 were 434,596.
Previously, Cablevision had an employee stock plan ("1996 Employee Stock Plan") under which it was authorized to grant incentive stock options, nonqualified stock options, restricted shares, restricted stock units, stock appreciation rights, and bonus awards and a non-employee director stock plan ("1996 Non-Employee Director Stock Plan") under which it was authorized to grant options and restricted stock units. The 1996 Employee Stock Plan expired in February 2006 and the 1996 Non-Employee Director Stock Plan expired in May 2006. Outstanding options issued pursuant to these plans have expiration dates through 2015.
Options and stock appreciation rights have typically been scheduled to vest over three years in 33-1/3% annual increments and expire 10 years from the grant date. Restricted shares have typically been subject to three or four year cliff vesting. Performance based options granted in 2012 vested over a two year period in 50% annual increments and expire 10 years from the date of grant. Performance based restricted stock awards are subject to three year cliff vesting subject to achievement of performance criteria. Cablevision does not have any stock appreciation rights outstanding at December 31, 2014 and 2013.
Since share-based compensation expense is based on awards that are ultimately expected to vest, such compensation (which includes options, restricted stock, and stock appreciation rights) for the years ended December 31, 2014, 2013 and 2012 has been reduced for estimated forfeitures. Forfeitures were estimated based primarily on historical experience.
The following table presents the share-based compensation expense including expenses related to AMC Networks share-based awards held by Company employees, recognized by the Company as selling, general and administrative expense for the years ended December 31, 2014, 2013 and 2012:
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
An income tax benefit of $17,801, $21,682 and $24,747 was recognized in continuing operations resulting from share-based compensation expense for the years ended December 31, 2014, 2013 and 2012, respectively.
Cablevision uses the 'with-and-without' approach to determine the recognition and measurement of excess tax benefits. Cash flows resulting from excess tax benefits are classified as cash flows from financing activities. Excess tax benefits are realized tax benefits from tax deductions for options exercised and restricted shares issued in excess of the deferred tax asset attributable to share-based compensation expense for such awards. Cablevision realized an excess tax benefit of $336 and $1,280 for the years ended December 31, 2014 and 2013, respectively, and did not realize excess tax benefit for the year ended December 31, 2012. CSC Holdings recorded an excess tax benefit of $4,978, $46,164 and $61,434 for the years ended December 31, 2014, 2013 and 2012, respectively.
Cash received from stock option exercises for the years ended December 31, 2014, 2013 and 2012 was $55,355, $18,120 and $18,722, respectively.
Valuation Assumptions - Stock Options
Cablevision calculates the fair value of each option award on the date of grant. Cablevision's computation of expected life was determined based on historical experience of similar awards, giving consideration to the contractual terms of the share-based awards and vesting schedules, or by using the simplified method (the average of the vesting period and option term), if applicable. The interest rate for periods within the contractual life of the stock option is based on interest yields for U.S. Treasury instruments in effect at the time of grant. Cablevision's computation of expected volatility is based on historical volatility of its common stock.
In the first quarter of 2014 and 2013, Cablevision granted options that are scheduled to cliff vest in three years and expire 10 years from the date of grant. In the first quarter of 2012, Cablevision granted options that vested over a two year period in 50% annual increments based on the achievement of certain performance criteria and expire 10 years from the date of grant. Cablevision calculated the fair value of the option award on the date of grant using the Black-Scholes option pricing model. Cablevision's computation of expected life was determined based on the simplified method (the average of the vesting period and option term) due to the Company's lack of recent historical data for similar awards. Additionally, these options were issued subsequent to a change in Cablevision's structure in connection with the AMC Networks Distribution and the MSG Distribution (whereby Cablevision distributed to its stockholders all of the outstanding common stock of The Madison Square Garden Company ("Madison Square Garden"), a company which owns the sports, entertainment and media businesses previously owned and operated by the Company's Madison Square Garden segment). Cablevision's computation of expected volatility is based on historical volatility of its common stock.
The following assumptions were used to calculate the fair values of stock option awards granted in the first quarter of 2014, 2013 and 2012:
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
Share-Based Payment Award Activity
The following table summarizes activity relating to Company employees who held Cablevision stock options for the year ended December 31, 2014:
(a)
The aggregate intrinsic value is calculated as the difference between (i) the exercise price of the underlying award and (ii) the quoted price of CNYG Class A common stock on December 31, 2014 or December 31, 2013, as indicated, and December 31, 2014 in the case of the options exercisable and options expected to vest in the future.
In addition, as of December 31, 2014, AMC Networks and Madison Square Garden employees held a total of 143,666 Cablevision stock options. These stock options are not expensed by the Company, however such stock options may have a dilutive effect on net income per share attributable to Cablevision stockholders.
For the year ended December 31, 2014, the aggregate intrinsic value of options exercised under Cablevision's stock option plans was $34,409 determined as of the date of option exercise, as applicable. When an option is exercised, Cablevision issues new shares of stock.
The following table summarizes activity relating to Company employees who held Cablevision restricted shares for the year ended December 31, 2014:
During the year ended December 31, 2014, 889,156 Cablevision restricted shares issued to employees of the Company vested. To fulfill the employees' statutory minimum tax withholding obligations for the applicable income and other employment taxes, 365,130 of these shares, with an aggregate value of $6,608, were surrendered to the Company. During the year ended December 31, 2013, 2,073,066 Cablevision restricted shares issued to employees of the Company, AMC Networks and Madison Square Garden vested. To fulfill the employees' statutory minimum tax withholding obligations for the applicable income and other employment
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
taxes 865,307 of these shares, with an aggregate value of $12,262 were surrendered to the Company. These acquired shares have been classified as treasury stock.
As of December 31, 2014, there was $55,529 of total unrecognized compensation cost related to Cablevision's unvested options and restricted shares granted under Cablevision's stock plans. The unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1 year.
Long-Term Incentive Plans
In April 2006, Cablevision's Board of Directors approved the Cablevision Systems Corporation 2006 Cash Incentive Plan, which was approved by Cablevision's stockholders at its annual stockholders meeting in May 2006.
In connection with the long-term incentive awards outstanding, the Company has recorded expenses of $43,892, $24,596 and $10,167 for the years ended December 31, 2014, 2013 and 2012, respectively. At December 31, 2014, the Company had accrued $42,653 for performance based awards for which the performance criteria had not yet been met as of December 31, 2014 as such awards are based on achievement of certain performance criteria through December 31, 2016. The Company has accrued the amount that it currently believes will ultimately be paid based upon the performance criteria established for these performance based awards. In 2012, the Company reversed certain accruals related to awards with performance criteria through 2013 that was not expected to be achieved.
NOTE 15. RELATED PARTY TRANSACTIONS
Cablevision is controlled by Charles F. Dolan, certain members of his immediate family and certain family related entities (collectively the “Dolan Family”). Members of the Dolan Family are also the controlling stockholders of both AMC Networks and Madison Square Garden.
The following table summarizes the revenue and charges (credits) related to services provided to or received from AMC Networks not discussed elsewhere in the accompanying combined notes to the consolidated financial statements:
The following table summarizes the revenue and charges (credits) related to services provided to or received from Madison Square Garden not discussed elsewhere in the accompanying combined notes to the consolidated financial statements:
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
Revenues, net
The Company recognizes revenue in connection with television advertisements and print advertising, as well as certain telecommunication services charged by its subsidiaries to AMC Networks and Madison Square Garden. The Company and its subsidiaries, together with AMC Networks and Madison Square Garden, may enter into agreements with third parties in which the amounts paid/received by AMC Networks and Madison Square Garden, their subsidiaries, or the Company may differ from the amounts that would have been paid/received if such arrangements were negotiated separately. Where subsidiaries of the Company have incurred a cost incremental to fair value and Madison Square Garden or AMC Networks have received a benefit incremental to fair value from these negotiations, the Company and its subsidiaries will charge Madison Square Garden or AMC Networks for the incremental amount.
Technical Expenses
Technical expenses include costs incurred by the Company for the carriage of the MSG networks and Fuse program services (through June 30, 2014), as well as for AMC, WE tv, IFC, Sundance Channel and BBC America (beginning in the fourth quarter of 2014) on Cablevision's cable systems. The Company also purchases certain programming signal transmission and production services from AMC Networks.
Selling, General and Administrative Expenses (Credits)
General and Administrative Expense Allocations
Amounts included in the tables above represent allocations to Madison Square Garden and AMC Networks for services performed by the Company on their behalf. Amounts also include charges to the Company for services performed or paid by the affiliate on the Company's behalf.
Other
The Company, AMC Networks and Madison Square Garden routinely enter into transactions with each other in the ordinary course of business. Such transactions may include, but are not limited to, sponsorship agreements and cross-promotion arrangements.
As the transactions discussed above are conducted between subsidiaries under common control, amounts charged for certain services may not represent amounts that might have been received or incurred if the transactions were based upon arm's length negotiations.
Transactions with Other Affiliates
During 2014, 2013 and 2012, the Company provided services to or incurred costs on behalf of certain related parties, including from time to time, the Dolan Family. All costs incurred on behalf of these related parties are reimbursed to the Company.
Aggregate amounts due from and due to AMC Networks, Madison Square Garden and other affiliates at December 31, 2014 and 2013 are summarized below:
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
NOTE 16. COMMITMENTS AND CONTINGENCIES
Commitments
Future cash payments and commitments required under arrangements pursuant to contracts entered into by the Company in the normal course of business as of December 31, 2014 are as follows:
(a)
Purchase obligations primarily include contractual commitments with various programming vendors to provide video services to the Company's subscribers and minimum purchase obligations to purchase goods or services. Future fees payable under contracts with programming vendors are based on numerous factors, including the number of subscribers receiving the programming. Amounts reflected above related to programming agreements are based on the number of subscribers receiving the programming as of December 2014 multiplied by the per subscriber rates or the stated annual fee, as applicable, contained in the executed agreements in effect as of December 31, 2014.
(b)
Includes franchise and performance surety bonds primarily for the Company's Cable segment. Also includes outstanding guarantees primarily by CSC Holdings in favor of certain financial institutions in respect of ongoing interest expense obligations in connection with the monetization of the Company's holdings of shares of Comcast common stock. Does not include CSC Holdings' guarantee of Newsday's obligations under its $480,000 senior secured loan facility. Payments due by period for these arrangements represent the year in which the commitment expires.
(c)
Consists primarily of letters of credit obtained by CSC Holdings in favor of insurance providers and certain governmental authorities for the Cable segment. Payments due by period for these arrangements represent the year in which the commitment expires.
At any time after the thirteenth anniversary of the closing (which occurred on July 29, 2008) of the Newsday acquisition and on or prior to the date that is six months after such anniversary, Tribune Company will have the right to require CSC Holdings to purchase Tribune Company's entire interest in Newsday Holdings at the fair value of the interest at that time. The table above does not include any future payments that would be required upon the exercise of this put right.
Many of the Company's franchise agreements and utility pole leases require the Company to remove its cable wires and other equipment upon termination of the respective agreements. The Company has concluded that the fair value of these asset retirement obligations cannot be reasonably estimated since the range of potential settlement dates is not determinable.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
Legal Matters
Cable Operations Litigation
Marchese, et al. v. Cablevision Systems Corporation and CSC Holdings, LLC: The Company is a defendant in a lawsuit filed in the U.S. District Court for the District of New Jersey by several present and former Cablevision subscribers, purportedly on behalf of a class of iO video subscribers in New Jersey, Connecticut and New York. After three versions of the complaint were dismissed without prejudice by the District Court, plaintiffs filed their third amended complaint on August 22, 2011, alleging that the Company violated Section 1 of the Sherman Antitrust Act by allegedly tying the sale of interactive services offered as part of iO television packages to the rental and use of set-top boxes distributed by Cablevision, and violated Section 2 of the Sherman Antitrust Act by allegedly seeking to monopolize the distribution of Cablevision compatible set-top boxes. Plaintiffs seek unspecified treble monetary damages, attorney's fees, as well as injunctive and declaratory relief. On September 23, 2011, the Company filed a motion to dismiss the third amended complaint. On January 10, 2012, the District Court issued a decision dismissing with prejudice the Section 2 monopolization claim, but allowing the Section 1 tying claim and related state common law claims to proceed. Cablevision's answer to the third amended complaint was filed on February 13, 2012. Discovery is proceeding. On January 9, 2015, plaintiffs filed a motion for class certification. The return date for the motion is May 15, 2015. The Company believes that these claims are without merit and intends to defend this lawsuit vigorously, but is unable to predict the outcome of the lawsuit or reasonably estimate a range of possible loss.
In re Cablevision Consumer Litigation: Following expiration of the affiliation agreements for carriage of certain Fox broadcast stations and cable networks on October 16, 2010, News Corporation terminated delivery of the programming feeds to the Company, and as a result, those stations and networks were unavailable on the Company's cable television systems. On October 30, 2010, the Company and Fox reached an agreement on new affiliation agreements for these stations and networks, and carriage was restored. Several purported class action lawsuits were subsequently filed on behalf of the Company's customers seeking recovery for the lack of Fox programming. Those lawsuits were consolidated in an action before the U. S. District Court for the Eastern District of New York, and a consolidated complaint was filed in that court on February 22, 2011. Plaintiffs asserted claims for breach of contract, unjust enrichment, and consumer fraud, seeking unspecified compensatory damages, punitive damages and attorneys' fees. On March 28, 2012, the Court ruled on the Company's motion to dismiss, denying the motion with regard to plaintiffs' breach of contract claim, but granting it with regard to the remaining claims, which were dismissed. On April 16, 2012, plaintiffs filed a second consolidated amended complaint, which asserts a claim only for breach of contract. The Company's answer was filed on May 2, 2012. On October 10, 2012, plaintiffs filed a motion for class certification and on December 13, 2012, a motion for partial summary judgment. On March 31, 2014, the Court granted plaintiffs' motion for class certification, and denied without prejudice plaintiffs' motion for summary judgment. On May 5, 2014, the Court directed that expert discovery commence. Expert discovery is proceeding. On May 30, 2014, the Court approved the form of class notice, and on October 7, 2014, approved the class notice distribution plan. The class notice distribution has been completed, and the opt-out period expires on February 27, 2015. The Company believes that this claim is without merit and intends to defend these lawsuits vigorously, but is unable to predict the outcome of these lawsuits or reasonably estimate a range of possible loss.
Patent Litigation
Cablevision is named as a defendant in certain lawsuits claiming infringement of various patents relating to various aspects of the Company's businesses. In certain of these cases other industry participants are also defendants. In certain of these cases the Company expects that any potential liability would be the responsibility of the Company's equipment vendors pursuant to applicable contractual indemnification provisions. The Company believes that the claims are without merit and intends to defend the actions vigorously, but is unable to predict the outcome of these lawsuits or reasonably estimate a range of possible loss.
Other Litigation
Friedman v. Charles Dolan, et al.: On March 7, 2014, a shareholder derivative lawsuit was filed in Delaware Chancery Court purportedly on behalf of the nominal defendant Cablevision against the Chief Executive Officer ("CEO"), the Chairman of the Board, and certain other members of Cablevision's Board of Directors, including the members of the Compensation Committee. The complaint alleges that the individual defendants violated their fiduciary duties to preserve corporate assets by allegedly causing or allowing Cablevision to grant excessive compensation packages to the CEO, the Chairman of the Board, and/or other members of the Board of Directors in the time period 2010 to 2012. The complaint seeks unspecified monetary damages, disgorgement, costs, and attorneys' fees. Cablevision filed a pro forma answer on April 14, 2014, and on April 21, 2014 the individual defendants filed notices of motions to dismiss in lieu of an answer. The motions to dismiss filed by the individual defendants have been fully briefed. Oral argument took place on January 23, 2015. A decision by the Court is pending. On February 10, 2015, the Court
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
approved a stipulation of the parties agreeing to the substitution of Julie Friedman as plaintiff in place of Livingston who sold his shares in the Company and therefore no longer has standing. The Company does not believe that this lawsuit will have a material adverse effect on results of operations or the financial position of the Company.
On April 15, 2011, Thomas C. Dolan, a director and Executive Vice President, Strategy and Development, in the Office of the Chairman at Cablevision, filed a lawsuit against Cablevision and Rainbow Media Holdings in New York Supreme Court. The lawsuit raises compensation-related claims (seeking approximately $11,000) related to events in 2005. The matter is being handled under the direction of an independent committee of the Board of Directors of Cablevision. Based on the Company's assessment of this possible loss contingency, no provision has been made for this matter in the accompanying consolidated financial statements.
In addition to the matters discussed above, the Company is party to various lawsuits, some involving claims for substantial damages. Although the outcome of these other matters cannot be predicted and the impact of the final resolution of these other matters on the Company's results of operations in a particular subsequent reporting period is not known, management does not believe that the resolution of these other lawsuits will have a material adverse effect on the financial position of the Company or the ability of the Company to meet its financial obligations as they become due.
NOTE 17. SEGMENT INFORMATION
The Company classifies its operations into three reportable segments: (1) Cable, (2) Lightpath, and (3) Other, consisting principally of (i) Newsday, (ii) the News 12 Networks, (iii) Cablevision Media Sales, and (iv) certain other businesses and unallocated corporate costs.
The Company's reportable segments are strategic business units that are managed separately. The Company evaluates segment performance based on several factors, of which the primary financial measure is business segment adjusted operating cash flow ("AOCF") (defined as operating income (loss) excluding depreciation and amortization (including impairments), share-based compensation expense or benefit and restructuring expense or credits), a non-GAAP measure. The Company has presented the components that reconcile AOCF to operating income (loss), an accepted GAAP measure.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(a)
Inter-segment eliminations relate primarily to revenues recognized from the sale of local programming services and voice services to the Company's Cable segment.
(b)
The Cable and Lightpath segments share portions of each other's network infrastructure. Depreciation charges are recorded by the segment that acquired the respective asset.
(c)
The 2013 amount includes a reduction of depreciation expense related to prior years of $10,690.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
For the years ended December 31, 2014, 2013 and 2012, Cable segment revenue was derived from the following sources:
A reconciliation of reportable segment amounts to Cablevision's and CSC Holdings' consolidated balances is as follows:
The following table summarizes the Company's capital expenditures by reportable segment for the years ended December 31, 2014, 2013 and 2012:
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
All revenues and assets of the Company's reportable segments are attributed to or located in the United States primarily concentrated in the New York metropolitan area.
NOTE 18. INTERIM FINANCIAL INFORMATION (Unaudited)
The following is a summary of the Company's selected quarterly financial data for the years ended December 31, 2014 and 2013:
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(a)
Since Cablevision generated a loss from continuing operations for the three months ended March 31, 2013, the outstanding common stock equivalents were excluded from the computation of net loss per share for the respective period as the impact would be anti-dilutive.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
NOTE 19. OTHER MATTERS
Superstorm Sandy
On October 29, 2012, Superstorm Sandy made landfall in our service area, resulting in widespread power outages and service disruptions for almost 60% of the Cable segment's customers, as well as damage to certain portions of the Company's cable network.
The following table summarizes service outage credits which reduced revenues, net, incremental costs, depreciation and capital expenditures related to Superstorm Sandy for the year ended December 31, 2012 for our Cable segment:
Revenues, net
Following the storm, the Company offered a credit to all customers who were without service (including cases where the loss of service was due to a loss of electric power) and who contacted the Company to request a credit. The Company recorded a reduction to revenue of approximately $33,156, which primarily relates to these customer credits for service outages in 2012 (including credits the Company expected to issue to customers who had yet to contact the Company as of December 31, 2012).
Technical and Operating Expenses
For the year ended December 31, 2012, technical and operating expenses incurred as a result of Superstorm Sandy included salaries resulting from incremental overtime and premium pay, payroll taxes and benefits of approximately $26,683, repairs and maintenance costs of approximately $40,883, and other costs of $2,266, partially offset by a reduction of programming and other costs of approximately $12,580. For the year ended December 31, 2013, the Cable segment incurred expenses of $7,484 which represented primarily repairs and maintenance costs.
Selling, General and Administrative Expenses
Selling, general and administrative expenses incurred as a result of Superstorm Sandy included primarily salaries resulting from incremental overtime and premium pay, payroll taxes and benefits of approximately $13,536 and other costs of approximately $1,582.
Depreciation
Depreciation included charges related to assets that were damaged beyond repair as a result of Superstorm Sandy.
Capital Expenditures
Capital expenditures of $5,639 related to Superstorm Sandy included replacement of various segments of the Company's network and the purchase of equipment necessary to expedite restoration of service.
The table above summarizes incremental costs and service outage credits and therefore does not include various other negative financial impacts to the Company's business resulting from Superstorm Sandy, including lower revenue related to customers for whom we decided to temporarily suspend billing during the restoration of their homes, displaced homes and advertising cancellations.
Common Stock Repurchases
Cablevision's Board of Directors has authorized the repurchase of up to a total of $1,500,000 of CNYG Class A common stock since inception of the program. Under the repurchase program, shares of CNYG Class A common stock may be purchased from
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
time to time in the open market. Size and timing of these purchases will be determined based on market conditions and other factors. Funding for the repurchase program will be met with cash on hand, cash from operations, and/or borrowings under CSC Holdings' revolving loan facility, which would be distributed to Cablevision.
During the years ended December 31, 2014 and 2013, Cablevision did not repurchase any shares of CNYG Class A common stock. Since inception through December 31, 2014, Cablevision repurchased an aggregate of 45,282,687 shares for a total cost of $1,044,678, including commissions of $453. These acquired shares have been classified as treasury stock in Cablevision's consolidated balance sheets. As of December 31, 2014, Cablevision had $455,322 of availability remaining under its stock repurchase authorizations.
NOTE 20. SUBSEQUENT EVENTS
On February 24, 2015, the Board of Directors of Cablevision declared a cash dividend of $0.15 per share payable on April 3, 2015 to stockholders of record on both its CNYG Class A common stock and CNYG Class B common stock as of March 16, 2015.