ALTICE USA, INC., S-1 filed on 1/8/2018
Securities Registration Statement
Document and Entity Information
9 Months Ended
Sep. 30, 2017
Document and Entity Information [Abstract]
 
Entity Registrant Name
Altice USA, Inc. 
Entity Central Index Key
0001702780 
Entity Filer Category
Non-accelerated Filer 
Document Fiscal Year Focus
2017 
Document Type
S-1 
Amendment Flag
false 
Document Period End Date
Sep. 30, 2017 
CONSOLIDATED BALANCE SHEETS (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Current Assets:
 
 
Cash and cash equivalents
$ 550,131 
$ 486,792 
Restricted cash
45,205 
16,301 
Accounts receivable, trade (less allowance for doubtful accounts of $14,018 and $11,677)
344,742 
349,626 
Prepaid expenses and other current assets (including a prepayment to an affiliate of $11,296 in 2017) (See Note 14)
109,652 
88,151 
Amounts due from affiliates
21,153 
22,182 
Investment securities pledged as collateral
741,515 
Derivative contracts
54,578 
352 
Total current assets
1,125,461 
1,704,919 
Property, plant and equipment, net of accumulated depreciation of $2,181,306 and $1,039,297
6,161,511 
6,597,635 
Investment in affiliates
1,694 
5,606 
Investment securities pledged as collateral
1,652,917 
741,515 
Derivative contracts
10,604 
Other assets (including a prepayment to an affiliate of $2,570 in 2017) (See Note 14)
49,394 
48,545 
Amortizable intangible assets, net of accumulated amortization
5,426,595 
6,352,644 
Indefinite-lived cable television franchises
13,020,081 
13,020,081 
Goodwill
7,993,499 
7,992,700 
Total assets
35,431,152 
36,474,249 
Current Liabilities:
 
 
Accounts payable
685,026 
705,672 
Interest
315,467 
576,778 
Employee related costs
130,640 
232,864 
Other accrued expenses
412,949 
352,315 
Amounts due to affiliates
29,002 
127,363 
Deferred revenue
101,577 
94,816 
Liabilities under derivative contracts
102,904 
13,158 
Collateralized indebtedness
622,332 
Credit facility debt
92,650 
33,150 
Senior notes and debentures
1,572,358 
926,045 
Capital lease obligations
10,376 
15,013 
Notes payable
30,211 
5,427 
Total current liabilities
3,483,160 
3,704,933 
Defined benefit plan obligations
93,849 
84,106 
Notes payable to affiliates and related parties
1,750,000 
Other liabilities
144,601 
113,485 
Deferred tax liability
7,194,065 
7,966,815 
Liabilities under derivative contracts
121,759 
78,823 
Collateralized indebtedness
1,314,788 
663,737 
Credit facility debt
5,284,252 
3,411,640 
Senior notes and debentures
14,280,817 
16,581,280 
Capital lease obligations
5,857 
13,142 
Notes payable
49,314 
8,299 
Total liabilities
31,972,462 
34,376,260 
Commitments and contingencies
   
   
Redeemable equity
390,268 
68,147 
Stockholders' Equity:
 
 
Preferred Stock, $.01 par value, 100,000,000 shares authorized, no shares issued and outstanding at September 30, 2017
Common stock
Paid-in capital
4,466,040 
3,003,554 
Accumulated deficit
(1,401,548)
(975,978)
Total stockholders' equity before accumulated other comprehensive Income and non-controlling interest
3,071,863 
2,027,576 
Accumulated other comprehensive income (loss)
(4,130)
1,979 
Total stockholders' equity
3,067,733 
2,029,555 
Noncontrolling interest
689 
287 
Total stockholders' equity
3,068,422 
2,029,842 
Total liabilities and stockholders' equity
35,431,152 
36,474,249 
Common Class A
 
 
Stockholders' Equity:
 
 
Common stock
2,470 
Common Class B
 
 
Stockholders' Equity:
 
 
Common stock
4,901 
Common Class C
 
 
Stockholders' Equity:
 
 
Common stock
Customer relationships
 
 
Current Assets:
 
 
Amortizable intangible assets, net of accumulated amortization
4,763,667 
5,345,608 
Trade names
 
 
Current Assets:
 
 
Amortizable intangible assets, net of accumulated amortization
634,681 
983,386 
Amortizable intangible assets
 
 
Current Assets:
 
 
Amortizable intangible assets, net of accumulated amortization
$ 28,247 
$ 23,650 
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Sep. 30, 2017
Common Class A
Sep. 30, 2017
Common Class B
Sep. 30, 2017
Common Class C
Current Assets:
 
 
 
 
 
Accounts receivable, trade allowance for doubtful accounts
$ 14,018 
$ 11,677 
 
 
 
Prepayment to affiliate included in other assets
109,652 
88,151 
 
 
 
Property, plant and equipment, accumulated depreciation
2,181,306 
1,039,297 
 
 
 
Amortizable intangible assets, accumulated amortization
$ 1,648,424 
$ 666,766 
 
 
 
Stockholders' Equity:
 
 
 
 
 
Preferred stock, par value (in dollars per share)
$ 0.01 
$ 0.01 
 
 
 
Preferred stock, shares authorized (in shares)
100,000,000 
100,000,000 
 
 
 
Preferred stock, shares issued (in shares)
 
 
 
Preferred stock, shares outstanding (in shares)
 
 
 
Common stock, par value (in dollars per share)
 
$ 0.01 
$ 0.01 
$ 0.01 
$ 0.01 
Common stock, shares authorized (in shares)
 
1,000 
4,000,000,000 
1,000,000,000 
4,000,000,000 
Common stock, shares issued (in shares)
 
100 
246,982,292 
490,086,674 
Common stock, shares outstanding (in shares)
 
100 
246,982,292 
490,086,674 
CONSOLIDATED STATEMENT OF OPERATIONS (USD $)
In Thousands, except Share data, unless otherwise specified
0 Months Ended 3 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended
Mar. 15, 2017
Sep. 30, 2017
Sep. 30, 2016
Jun. 20, 2016
Dec. 31, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Income Statement [Abstract]
 
 
 
 
 
 
 
 
Revenue (including revenue from affiliates of $986 and $1,380 in 2017 and $720 in both 2016 periods) (See Note 14)
 
$ 2,327,175 
$ 2,260,221 
 
 
$ 6,961,192 
$ 3,711,311 
$ 6,017,212 
Operating expenses:
 
 
 
 
 
 
 
 
Programming and other direct costs (including charges from affiliates of $1,196 and $3,026 in 2017 and $642 in both 2016 periods) (See Note 14)
 
755,101 
738,390 
 
 
2,272,147 
1,177,808 
1,899,994 
Other operating expenses (including charges from affiliates of $28,332 and $73,263 in 2017 and $8,056 and $13,056 in 2016) (See Note 14)
 
560,497 
660,307 
 
 
1,767,624 
1,050,046 
1,716,851 
Restructuring and other expense
 
53,448 
47,816 
 
 
142,765 
155,086 
240,395 
Depreciation and amortization (including impairments)
 
823,265 
670,929 
 
 
2,138,776 
1,085,929 
1,700,306 
Total operating expenses
 
2,192,311 
2,117,442 
 
 
6,321,312 
3,468,869 
5,557,546 
Operating income
 
134,864 
142,779 
 
 
639,880 
242,442 
459,666 
Other income (expense):
 
 
 
 
 
 
 
 
Interest expense (including interest expense to affiliates and related parties of $90,405 in 2017 and $48,617 and $53,922 in 2016) (See Note 14)
 
(379,064)
(446,242)
(157,192)
(419,456)
(1,232,730)
(1,015,866)
(1,456,541)
Interest income
 
961 
404 
 
 
1,373 
12,787 
13,811 
Gain (loss) on investments, net
 
(18,900)
24,833 
 
 
169,888 
83,467 
141,896 
Gain (loss) on derivative contracts, net
 
(16,763)
773 
 
 
(154,270)
(26,572)
(53,696)
Gain (loss) on interest rate swap contracts
 
1,051 
(15,861)
 
 
12,539 
24,380 
(72,961)
Loss on extinguishment of debt and write-off of deferred financing costs (including $513,723 related to affiliates and related parties for the nine months ended September 30, 2017) (See Note 14)
(18,976)
(38,858)
 
 
(600,240)
(19,948)
(127,649)
Other income (expense), net
 
(65)
2,531 
 
 
832 
2,548 
4,329 
Total other income (expense)
 
(451,638)
(433,562)
 
 
(1,802,608)
(939,204)
(1,550,811)
Loss before income taxes
 
(316,774)
(290,783)
 
 
(1,162,728)
(696,762)
(1,091,145)
Income tax benefit
 
134,688 
118,230 
 
 
429,664 
101,332 
259,666 
Net loss
 
(182,086)
(172,553)
 
 
(733,064)
(595,430)
(831,479)
Net loss (income) attributable to noncontrolling interests
 
(135)
(256)
 
 
(737)
108 
(551)
Net income (loss) attributable to stockholders
 
$ (182,221)
$ (172,809)
 
 
$ (733,801)
$ (595,322)
$ (832,030)
Basic and diluted net loss per share (in dollars per share)
 
$ (0.25)
$ (0.27)
 
 
$ (1.08)
$ (0.92)
$ (8,320.00)
Basic and diluted weighted average common shares (in shares)
 
737,069,000 
649,525,000 
 
 
682,234,000 
649,524,942 
100,000 
CONSOLIDATED STATEMENT OF OPERATIONS (Parenthetical) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Income Statement [Abstract]
 
 
 
 
 
Revenue from affiliates
$ 986 
$ 720 
$ 1,380 
$ 720 
$ 1,086 
Programming and other direct costs from affiliates
1,196 
642 
3,026 
642 
1,947 
Related Party Transaction, Other Operating Expense
28,332 
8,056 
73,263 
13,056 
18,854 
Interest expense to related parties and affiliates
48,617 
90,405 
53,922 
112,712 
Loss on extinguishment of debt and write-off of deferred financing costs
$ 0 
$ 0 
$ (513,723)
$ 0 
 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Statement of Comprehensive Income [Abstract]
 
 
 
 
 
Net loss
$ (182,086)
$ (172,553)
$ (733,064)
$ (595,430)
$ (831,479)
Defined benefit pension plans:
 
 
 
 
 
Unrecognized actuarial gain (loss)
(4,056)
5,016 
(8,389)
4,034 
3,452 
Applicable income taxes
1,622 
(2,006)
3,356 
(1,613)
(1,381)
Unrecognized gain (loss) arising during period, net of income taxes
(2,434)
3,010 
(5,033)
2,421 
2,071 
Curtailment loss, net of settlement losses of $1,014 and $1,403 for the three and nine months ended September 30, 2017 included in net periodic benefit cost
1,014 
(33)
(1,792)
(33)
(154)
Applicable income taxes
(406)
13 
716 
13 
62 
Curtailment loss, net of settlement losses included in net periodic benefit cost, net of income taxes
608 
(20)
(1,076)
(20)
(92)
Other comprehensive gain (loss)
(1,826)
2,990 
(6,109)
2,401 
1,979 
Comprehensive loss
(183,912)
(169,563)
(739,173)
(593,029)
(829,500)
Comprehensive loss (income) attributable to noncontrolling interests
(135)
(256)
(737)
108 
(551)
Comprehensive income (loss) attributable to stockholders
$ (184,047)
$ (169,819)
$ (739,910)
$ (592,921)
$ (830,051)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2017
Sep. 30, 2016
Statement of Comprehensive Income [Abstract]
 
 
 
Settlement loss (gain) related to pension plan
$ 1,014 
$ 1,403 
$ (33)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $)
In Thousands, unless otherwise specified
Total
IPO
Total Stockholders' Equity
Total Stockholders' Equity
IPO
Paid-in Capital
Paid-in Capital
IPO
Accumulated Deficit
Accumulated Other Comprehensive Income
Non-controlling Interest
Common Class A
Common Stock
Common Class A
Common Stock
IPO
Common Class B
Common Stock
Beginning balance at Dec. 31, 2015
$ 2,108,080 
 
$ 2,108,080 
 
$ 2,252,028 
 
$ (143,948)
 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
Net loss attributable to stockholders
(832,030)
 
(832,030)
 
 
 
(832,030)
 
 
 
 
 
Net income attributable to noncontrolling interests
551 
 
 
 
 
 
 
 
551 
 
 
 
Pension liability adjustments, net of income taxes
1,979 
 
1,979 
 
 
 
 
1,979 
 
 
 
 
Share-based compensation expense
14,368 
 
14,368 
 
14,368 
 
 
 
 
 
 
 
Change in fair value of redeemable equity
(68,148)
 
(68,148)
 
(68,148)
 
 
 
 
 
 
 
Contributions from stockholders
1,246,499 
 
1,246,499 
 
1,246,499 
 
 
 
 
 
 
 
Recognition of previously unrealized excess tax benefits related to share-based awards in connection with the adoption of ASU 2016-09
309,000 
 
 
 
 
 
 
 
 
 
 
 
Ending balance at Dec. 31, 2016
2,029,842 
 
2,029,555 
 
3,003,554 
 
(975,978)
1,979 
287 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
Net loss attributable to stockholders
(733,801)
 
(733,801)
 
 
 
(733,801)
 
 
 
 
 
Net income attributable to noncontrolling interests
737 
 
 
 
 
 
 
 
737 
 
 
 
Pension liability adjustments, net of income taxes
(6,109)
 
(6,109)
 
 
 
 
(6,109)
 
 
 
 
Share-based compensation expense
40,932 
 
40,932 
 
40,932 
 
 
 
 
 
 
 
Change in fair value of redeemable equity
(322,121)
 
(322,121)
 
(322,121)
 
 
 
 
 
 
 
Contributions from stockholders
1,135 
 
1,135 
 
1,135 
 
 
 
 
 
 
 
Cash distributions to stockholders
(840,035)
 
(839,700)
 
(839,700)
 
 
 
(335)
 
 
 
Transfer of goodwill
(23,101)
 
(23,101)
 
(23,101)
 
 
 
 
 
 
 
Recognition of previously unrealized excess tax benefits related to share-based awards in connection with the adoption of ASU 2016-09
308,231 
 
308,231 
 
 
 
308,231 
 
 
 
 
 
Issuance of common stock pursuant to IPO
2,264,252 
348,460 
2,264,252 
348,460 
2,257,002 
348,339 
 
 
 
2,349 
121 
4,901 
Ending balance at Sep. 30, 2017
$ 3,068,422 
 
$ 3,067,733 
 
$ 4,466,040 
 
$ (1,401,548)
$ (4,130)
$ 689 
$ 2,470 
 
$ 4,901 
CONSOLIDATED STATEMENT OF CASH FLOWS (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Cash flows from operating activities:
 
 
Net loss
$ (733,064)
$ (595,430)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
Depreciation and amortization (including impairments)
2,138,776 
1,085,929 
Gain on sale of affiliate interests
(206)
Equity in net loss of affiliates
5,697 
400 
Gain on investments, net
(169,888)
(83,467)
Loss on derivative contracts, net
154,270 
26,572 
Loss on extinguishment of debt and write-off of deferred financing costs
600,240 
19,948 
Amortization of deferred financing costs and discounts (premiums) on indebtedness
18,517 
25,831 
Settlement loss (gain) related to pension plan
1,403 
(33)
Share-based compensation expense
40,932 
1,670 
Deferred income taxes
(458,608)
(105,468)
Excess tax benefit on share-based awards
82 
Provision for doubtful accounts
54,501 
32,569 
Change in assets and liabilities, net of effects of acquisitions and dispositions:
 
 
Accounts receivable, trade
(45,493)
(39,651)
Other receivables
(5,517)
9,203 
Prepaid expenses and other assets
(13,275)
27,142 
Amounts due from and due to affiliates
(97,440)
(213)
Accounts payable
50,649 
37,472 
Accrued liabilities
(324,537)
103,409 
Deferred revenue
9,382 
9,549 
Liabilities related to interest rate swap contracts
(9,552)
(24,380)
Net cash provided by operating activities
1,216,993 
530,928 
Cash flows from investing activities:
 
 
Payment for acquisition, net of cash acquired
(43,608)
(8,988,774)
Net proceeds from sale of affiliate interests
13,825 
Capital expenditures
(763,298)
(377,726)
Proceeds related to sale of equipment, including costs of disposal
3,398 
1,584 
Increase in other investments
(4,800)
(2,866)
Settlement of put-call options
(24,039)
Additions to other intangible assets
(1,700)
Net cash used in investing activities
(834,047)
(9,353,957)
Cash flows from financing activities:
 
 
Proceeds from credit facility debt
5,602,425 
2,195,256 
Repayment of credit facility debt
(3,684,668)
(4,327,466)
Proceeds from notes payable to affiliates and related parties
1,750,000 
Issuance of senior notes and debentures
1,310,000 
Proceeds from collateralized indebtedness
662,724 
179,388 
Repayment of collateralized indebtedness and related derivative contracts
(654,989)
(143,102)
Distributions to stockholders
(839,700)
Proceeds from notes payable
(1,729,400)
Proceeds from notes payable
24,649 
Excess tax benefit on share-based awards
(82)
Principal payments on capital lease obligations
(11,518)
(11,376)
Additions to deferred financing costs
(9,486)
(193,705)
Proceeds from IPO, net of fees
348,460 
Contributions from stockholders
1,135 
1,246,498 
Distributions to noncontrolling interests, net
335 
Net cash provided by (used in) financing activities
(290,703)
2,005,411 
Net increase (decrease) in cash and cash equivalents
92,243 
(6,817,618)
Cash, cash equivalents and restricted cash at beginning of year
503,093 
8,786,536 
Cash, cash equivalents and restricted cash at end of period
$ 595,336 
$ 1,968,918 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information.  Accordingly, these financial statements do not include all the information and notes required for complete annual financial statements.
The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2016 included in the Company's final prospectus dated June 21, 2017 and filed with the Securities and Exchange Commission ("SEC") in accordance with Rule 424(b) of the Securities Act of 1933, as amended (the "Securities Act") on June 23, 2017 (the "Prospectus").
The financial statements presented in this report are unaudited; however, in the opinion of management, such financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented.
The results of operations for the interim periods are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending December 31, 2017.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.
Recently Adopted Accounting Pronouncement
In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which provides simplification of income tax accounting for share-based payment awards. The new guidance became effective for the Company on January 1, 2017. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value will be applied using the modified retrospective transition method. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term were applied prospectively. The Company elected to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using the prospective transition method. In connection with the adoption on January 1, 2017, a deferred tax asset of approximately $308,231 for previously unrealized excess tax benefits was recognized with the offset recorded to accumulated deficit.
Recently Issued But Not Yet Adopted Accounting Pronouncements
In May 2017, the FASB issued ASU No. 2017‑09, Compensation- Stock Compensation (Topic 718). ASU No. 2017‑09 provides clarity and guidance on which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU No. 2017‑09 becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied prospectively.
In March 2017, the FASB issued ASU No. 2017‑07 Compensation-Retirement Benefits (Topic 715). ASU No. 2017‑07 requires that an employer disaggregate the service cost component from the other components of net benefit cost. It also provides guidance on how to present the service cost component and the other components of net benefit cost in the income statement and what component of net benefit cost is eligible for capitalization. ASU No. 2017‑07 becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied retrospectively. The Company has not yet completed the evaluation of the effect that ASU No. 2017‑07 will have on its consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017‑04, Intangibles-Goodwill and Other (Topic 350). ASU No. 2017‑04 simplifies the subsequent measurement of goodwill by removing the second step of the two‑step impairment test. The amendment requires an entity to perform its annual, or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU No. 2017‑04 becomes effective for the Company on January 1, 2020 with early adoption permitted and will be applied prospectively.
In January 2017, the FASB issued ASU No. 2017‑01, Business Combinations (Topic 805), Clarifying the Definition of a Business, which amends Topic 805 to interpret the definition of a business by adding guidance to assist in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied prospectively.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. ASU No. 2016-15 also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The new guidance becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied retrospectively. The Company has not yet completed the evaluation of the effect that ASU No. 2016-15 will have on its consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases, which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance becomes effective for the Company on January 1, 2019 with early adoption permitted and will be applied using the modified retrospective method. The Company has not yet completed the evaluation of the effect that ASU No. 2016-02 will have on its consolidated financial statements.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities.  ASU No. 2016-01 modifies how entities measure certain equity investments and also modifies the recognition of changes in the fair value of financial liabilities measured under the fair value option. Entities will be required to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. For financial liabilities measured using the fair value option, entities will be required to record changes in fair value caused by a change in instrument-specific credit risk (own credit risk) separately in other comprehensive income. ASU No. 2016-01 becomes effective for the Company on January 1, 2018.  The Company has not yet completed the evaluation of the effect that ASU No. 2016-01 will have on its consolidated financial statements.
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. In August 2015, the FASB issued ASU No. 2015-14 that approved deferring the effective date by one year so that ASU No. 2014-09 would become effective for the Company on January 1, 2018. The FASB also approved, in July 2015, permitting the early adoption of ASU No. 2014-09, but not before the original effective date for the Company of January 1, 2017.
In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, in order to clarify the Codification and to correct any unintended application of the guidance. These items are not expected to have a significant effect on the current accounting standard. The amendments in this update affect the guidance in ASU No. 2014-09, which is not yet effective. ASU No. 2014-09 will be effective January 1, 2018 for the Company, reflecting the one-year deferral.  Early adoption of the standard is permitted but not before the original effective date. Companies can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact that the adoption of ASU No. 2014-09 will have on its consolidated financial statements and selecting the method of transition to the new standard. The Company currently expects the adoption to impact the timing of the recognition of residential installation revenue and the recognition of commission expenses.
Reclassifications
Certain reclassifications have been made to the 2016 financial statements to conform to the 2017 presentation.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 customers. Revenue received from customers who purchase bundled services at a discounted rate is allocated to each product in a pro-rata manner based on the individual product's selling price (generally, the price at which the product is regularly sold on a standalone basis). 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.

        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 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 programming and other direct costs and amounts received from the customer are recorded as revenue. For the year ended December 31, 2016, the amount of franchise fees and certain other taxes and fees included as a component of revenue aggregated $154,732.

Technical and Operating Expenses

        Costs of revenue related to sales of services are classified as "programming and other direct costs" in the accompanying consolidated statement of operations.

Programming Costs

        Programming expenses related to the Company's video service 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. If there are 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, the Company continues to carry and pay for these services until execution of definitive replacement agreements or renewals. The amount of programming expense 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 "programming and other direct costs", generally over the term of the distribution agreement.

Advertising Expenses

        Advertising costs are charged to expense when incurred and are reflected in "other operating expenses" in the accompanying consolidated statement of operations. Advertising costs amounted to $135,513 for the year ended December 31, 2016.

Share-Based Compensation

        Share-based compensation cost relates to awards of units in a carried unit plan. For carried interest units, the Company measures share-based compensation cost at the grant date fair value and recognizes the expense over the requisite service period or when it is probable any related performance condition will be met. For carried interest units with graded vesting requirement, compensation cost is recognized on an accelerated method under the graded vesting method over the requisite service period for the carried interest unit. Carried interest units that vest entirely at the end of the vesting requirement are expensed on a straight-line basis.

        The Company estimates the fair value of carried interest units using an option pricing model. Key inputs that are used in applying the option pricing method are total equity value, equity volatility, risk free rate and time to liquidity event. The estimate of total equity value is determined using a combination of the income approach, which incorporates cash flow projections that are discounted at an appropriate rate, and the market approach, which involves applying a market multiple to the Company's projected operating results. The Company estimates volatility based on the historical equity volatility of comparable publicly-traded companies. Because there has been no public market for our equity prior to this offering, the estimates and assumptions the Company uses in the share-based compensation valuations are highly complex and subjective. Following the offering, such subjective valuations and estimates will no longer be necessary because we will rely on the market price of the Company's common stock to determine the fair value of share-based compensation awards. See Note 14 to the consolidated financial statements for additional information about our share-based compensation.

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.

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.

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 equipment 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 operations.

        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 (including impairments).

        Customer relationships, trade names 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 the reporting unit with its carrying amount, including goodwill utilizing an enterprise-value based premise approach. If the carrying amount of the 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

        Deferred financing costs are being amortized to interest expense using the effective interest method over the terms 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 as hedges, and changes in the fair values of these derivatives are recognized in the statement of operations 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 Pronouncements

        In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires that the statement of cash flows disclose the change during the period in the total of cash, cash equivalents, restricted cash and restricted cash equivalents. Restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of period total amounts shown on the statement of cash flows. ASU No. 2016-18 provides specific guidance on the presentation of restricted cash in the statement of cash flows. The new guidance was adopted as of December 31, 2016.

        In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-17 (Topic 740), Balance Sheet Classification of Deferred Taxes. This ASU amends existing guidance to require the presentation of deferred tax liabilities and assets as noncurrent within a classified statement of financial position. ASU No. 2015-17 was adopted by the Company in the fourth quarter 2016 and was applied prospectively to all deferred tax liabilities and assets.

        In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Prior to the issuance of the standard, entities were required to retrospectively apply adjustments made to provisional amounts recognized in a business combination. ASU No. 2015-16 was adopted by the Company on January 1, 2016.

        In April 2015, the FASB issued ASU No. 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. ASU No. 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. ASU No. 2015-05 was adopted by the Company on January 1, 2016 and did not have a material impact on the Company's consolidated financial statements.

        In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. In August 2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which clarifies the treatment of debt issuance costs from line-of-credit arrangements after adoption of ASU No. 2015-03. ASU No. 2015-15 clarifies that the Securities and Exchange Commission staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU No. 2015-03 was adopted by the Company on January 1, 2016.

        In August 2014, the FASB issued ASU No. 2014-15, Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern, which requires management to evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern, and to provide certain disclosures when it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. ASU No. 2014-15 was adopted by the Company for the annual period ended December 31, 2016.

        In June 2014, the FASB issued ASU No. 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period. ASU No. 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. Entities may apply the amendments in this ASU either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. ASU No. 2014-12 was adopted by the Company on January 1, 2016 on a prospective basis and did not have any impact on the Company's consolidated financial statements.

Recently Issued But Not Yet Adopted Accounting Pronouncements

        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. In August 2015, the FASB issued ASU No. 2015-14 that approved deferring the effective date by one year so that ASU No. 2014-09 would become effective for the Company on January 1, 2018. The FASB also approved, in July 2015, permitting the early adoption of ASU No. 2014-09, but not before the original effective date for the Company of January 1, 2017.

        In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, in order to clarify the Codification and to correct any unintended application of the guidance. These items are not expected to have a significant effect on the current accounting standard. The amendments in this update affect the guidance in ASU No. 2014-09, which is not yet effective. ASU No. 2014-09 will be effective, reflecting the one-year deferral, for interim and annual periods beginning after December 15, 2017 (January 1, 2018 for the Company). Early adoption of the standard is permitted but not before the original effective date. Companies can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact that the adoption of ASU No. 2014-09 will have on its consolidated financial statements and selecting the method of transition to the new standard. We currently expect the adoption to impact the timing of the recognition of residential installation revenue and the recognition of commission expenses.

        In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. ASU No. 2016-15 also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The new guidance becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied retrospectively. The Company has not yet completed the evaluation of the effect that ASU No. 2016-15 will have on its consolidated financial statements.

        In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which provides simplification of income tax accounting for share-based payment awards. The new guidance becomes effective for the Company on January 1, 2017 with early adoption permitted. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value will be applied using the modified retrospective transition method. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term will be applied prospectively. The Company may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. In connection with the adoption on January 1, 2017, a deferred tax asset of approximately $309,000 for previously unrealized excess tax benefits will be recognized with the offset recorded to accumulated deficit.

        In February 2016, the FASB issued ASU 2016-02, Leases, which increases transparency and comparability by recognizing a lessee's rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance becomes effective for the Company on January 1, 2019 with early adoption permitted and will be applied using the modified retrospective method. The Company has not yet completed the evaluation of the effect that ASU No. 2016-02 will have on its consolidated financial statements.

        In March 2017, the FASB issued ASU No. 2017-07 Compensation—Retirement Benefits (Topic 715). ASU No. 2017-07 requires that an employer disaggregate the service cost component from the other components of net benefit cost. It also provides guidance on how to present the service cost component and the other components of net benefit cost in the income statement and what component of net benefit cost is eligible for capitalization. ASU No. 2017-07 becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied retrospectively. The Company has not yet completed the evaluation of the effect that ASU No. 2017-07 will have on its consolidated financial statements.

Common Stock

        At December 31, 2016, the Company had 100 shares of common stock with a par value of $.01 issued and outstanding.

Net Loss Per Share

        Basic and diluted net loss per share have been computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share excludes the effects of common stock equivalents as they are anti-dilutive.

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 revenues for the year ended December 31, 2016, or 10% or more of its consolidated net trade receivables at December 31, 2016.

BUSINESS COMBINATIONS
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS
Cablevision Acquisition
As discussed in Note 1, the Company completed the Cablevision Acquisition on June 21, 2016. The acquisition was accounted for as a business combination in accordance with ASC Topic 805. Accordingly, the Company recorded the fair value of the assets and liabilities assumed at the date of acquisition.
The following table provides the allocation of the total purchase price of $9,958,323 to the identifiable tangible and intangible assets and liabilities of Cablevision based on their respective fair values. The remaining useful lives represent the period over which acquired tangible and intangible assets with a finite life are being depreciated or amortized.
 
Fair Values
 
Estimated Useful Lives
 
 
 
 
Current assets
$
1,923,071

 
 
Accounts receivable
271,305

 
 
Property, plant and equipment
4,864,621

 
2-18 years
Goodwill
5,842,172

 
 
Indefinite-lived cable television franchises
8,113,575

 
Indefinite-lived
Customer relationships
4,850,000

 
8 to 18 years
Trade names (a)
1,010,000

 
12 years
Amortizable intangible assets
23,296

 
1-15 years
Other non-current assets
748,998

 
 
Current liabilities
(2,311,201
)
 
 
Long-term debt
(8,355,386
)
 
 
Deferred income taxes.
(6,832,773
)
 
 
Other non-current liabilities
(189,355
)
 
 
Total
$
9,958,323

 
 
 
(a)
See Note 8 for additional information regarding a change in the remaining estimated useful lives of the Company's trade names.
The fair value of customer relationships and cable television franchises were valued using derivations of the "income" approach. The future expected earnings from these assets were discounted to their present value equivalent.
Trade names were valued using the relief from royalty method, which is based on the present value of the royalty payments avoided as a result of the company owning the intangible asset.
The basis for the valuation methods was the Company’s projections. These projections were based on management’s assumptions including among others, penetration rates for video, high speed data, and voice; revenue growth rates; operating margins; and capital expenditures. The assumptions are derived based on the Company’s and its peers’ historical operating performance adjusted for current and expected competitive and economic factors surrounding the cable industry. The discount rates used in the analysis are intended to reflect the risk inherent in the projected future cash flows generated by the respective intangible asset. The value is highly dependent on the achievement of the future financial results contemplated in the projections. The estimates and assumptions made in the valuation are inherently subject to significant uncertainties, many of which are beyond the Company's control, and there is no assurance that these results can be achieved. The primary assumptions for which there is a reasonable possibility of the occurrence of a variation that would have significantly affected the value include the assumptions regarding revenue growth, programming expense growth rates, the amount and timing of capital expenditures and the discount rate utilized.
In establishing fair value for the vast majority of the acquired property, plant and equipment, the cost approach was utilized. The cost approach considers the amount required to replace an asset by constructing or purchasing a new asset with similar utility, then adjusts the value in consideration of physical depreciation, and functional and economic obsolescence as of the appraisal date. The cost approach relies on management’s assumptions regarding current material and labor costs required to rebuild and repurchase significant components of our property, plant and equipment along with assumptions regarding the age and estimated useful lives of our property, plant and equipment.
The estimates of expected useful lives take into consideration the effects of contractual relationships, customer attrition, eventual development of new technologies and market competition.
Long-term debt assumed was valued using quoted market prices (Level 2). The carrying value of most other assets and liabilities approximated fair value as of the acquisition date.
As a result of applying business combination accounting, the Company recorded goodwill, which represented the excess of organization value over amounts assigned to the other identifiable tangible and intangible assets arising from expectations of future operational performance and cash generation.
The following table presents the unaudited pro forma revenue and net loss for the period presented as if the Cablevision Acquisition had occurred on January 1, 2016:
 
Nine Months Ended September 30, 2016
Revenue
$
6,848,916

Net loss
$
(527,851
)

The pro forma results presented above include the impact of additional amortization expense related to the identifiable intangible assets recorded in connection with the Cablevision Acquisition, additional depreciation expense related to the fair value adjustment to property, plant and equipment and the incremental interest resulting from the issuance of debt to fund the Cablevision Acquisition, net of the reversal of interest and amortization of deferred financing costs related to credit facilities that were repaid on the date of the Cablevision Acquisition and the accretion/amortization of fair value adjustments associated with the long-term debt acquired.
Acquisition
In connection with the acquisition of an entity in the first quarter of 2017, the Company recorded amortizable intangibles of $45,000 relating to customer relationships and $9,400 relating to other amortizable intangibles. The Company recorded goodwill of $20,687, which represents the excess of the purchase price of approximately $75,000 over the net book value of assets acquired. These values are based on preliminary fair value information currently available, which is subject to change within the measurement period (up to one year from the acquisition date). The acquired entity is included in the Cablevision segment.
BUSINESS COMBINATIONS

BUSINESS COMBINATION

        As discussed in Note 1, the Company completed the Cablevision Acquisition on June 21, 2016 and the Cequel Acquisition on December 21, 2015. The acquisitions were accounted for as a business combinations in accordance with ASC Topic 805. Accordingly, the Company recorded the fair value of the assets and liabilities assumed at the date of the acquisitions.

        The following table provides the preliminary allocation of the total purchase price of $9,958,323 to the identifiable tangible and intangible assets and liabilities of Cablevision based on preliminary fair value information currently available, which is subject to change within the measurement period (up to one year from the acquisition date). The table also summarizes the allocation of the total purchase price of $3,973,528 to the identifiable tangible and intangible assets and liabilities based on fair value information in connection with the Cequel Acquisition. The remaining useful lives represent the period over which acquired tangible and intangible assets with a finite life are being depreciated or amortized.

                                                                                                                                                                                    

 

 

Cablevision

 

Cequel

 

 

Preliminary
Fair Values

 

Estimated
Useful Lives

 

Fair Values

 

Estimated
Useful Lives

Current assets

 

$

1,923,071

 

 

 

$

161,874

 

 

Accounts receivable

 

 

271,305

 

 

 

 

180,422

 

 

Property, plant and equipment

 

 

4,864,621

 

2 - 18 years

 

 

2,107,220

 

3 - 13 years

Goodwill

 

 

5,838,959

 

 

 

 

2,153,741

 

 

Cable television franchise rights

 

 

8,113,575

 

Indefinite-lived

 

 

4,906,506

 

Indefinite-lived

Customer relationships

 

 

4,850,000

 

8 to 18 years

 

 

1,075,884

 

8 years

Trade names

 

 

1,010,000

 

12 years

 

 

56,782

 

2 years

Amortizable intangible assets

 

 

23,296

 

1 - 15 years

 

 

3,356

 

11 years

Other non-current assets

 

 

748,998

 

 

 

 

73,811

 

 

Current liabilities

 

 

(2,305,954

)

 

 

 

(534,662

)

 

Long-term debt

 

 

(8,355,386

)

 

 

 

(4,717,305

)

 

Deferred income taxes

 

 

(6,834,807

)

 

 

 

(1,492,017

)

 

Other non-current liabilities

 

 

(189,355

)

 

 

 

(2,084

)

 

​  

​  

​  

​  

Total

 

$

9,958,323

 

 

 

$

3,973,528

 

 

​  

​  

​  

​  

​  

​  

​  

​  

        The fair value of customer relationships and cable television franchises were valued using derivations of the "income" approach. The future expected earnings from these assets were discounted to their present value equivalent.

        Trade names were valued using the relief from royalty method, which is based on the present value of the royalty payments avoided as a result of the company owning the intangible asset.

        The basis for the valuation methods was the Company's projections. These projections were based on management's assumptions including among others, penetration rates for video, high speed data, and voice; revenue growth rates; operating margins; and capital expenditures. The assumptions are derived based on the Company's and its peers' historical operating performance adjusted for current and expected competitive and economic factors surrounding the cable industry. The discount rates used in the analysis are intended to reflect the risk inherent in the projected future cash flows generated by the respective intangible asset. The value is highly dependent on the achievement of the future financial results contemplated in the projections. The estimates and assumptions made in the valuation are inherently subject to significant uncertainties, many of which are beyond the Company's control, and there is no assurance that these results can be achieved. The primary assumptions for which there is a reasonable possibility of the occurrence of a variation that would have significantly affected the value include the assumptions regarding revenue growth, programming expense growth rates, the amount and timing of capital expenditures and the discount rate utilized.

        In establishing fair value for the vast majority of the acquired property, plant and equipment, the cost approach was utilized. The cost approach considers the amount required to replace an asset by constructing or purchasing a new asset with similar utility, then adjusts the value in consideration of physical depreciation, and functional and economic obsolescence as of the appraisal date. The cost approach relies on management's assumptions regarding current material and labor costs required to rebuild and repurchase significant components of our property, plant and equipment along with assumptions regarding the age and estimated useful lives of our property, plant and equipment.

        The estimates of expected useful lives take into consideration the effects of contractual relationships, customer attrition, eventual development of new technologies and market competition.

        Long-term debt assumed was valued using quoted market prices (Level 2). The carrying value of most other assets and liabilities approximated fair value as of the acquisition dates.

        As a result of applying business combination accounting, the Company recorded goodwill, which represented the excess of organization value over amounts assigned to the other identifiable tangible and intangible assets arising from expectations of future operational performance and cash generation.

        The following table presents the unaudited pro forma revenue, loss from continuing operations and net loss for the year ended December 31, 2016 as if the Cablevision Acquisition had occurred on January 1, 2016:

                                                                                                                                                                                    

Revenue

 

$

9,154,816

 

​  

​  

​  

​  

Net loss

 

$

(721,257

)

​  

​  

​  

​  

        The pro forma results presented above include the impact of additional amortization expense related to the identifiable intangible assets recorded in connection with the Cablevision Acquisition, additional depreciation expense related to the fair value adjustment to property, plant and equipment and the incremental interest resulting from the issuance of debt to fund the acquisitions, net of the reversal of interest and amortization of deferred financing costs related to credit facilities that were repaid on the date of the Cablevision Acquisition, the accretion/ amortization of fair value adjustments associated with the long-term debt acquired and the remeasurement of deferred taxes associated with the acquisition of Cablevision.

NET LOSS PER SHARE ATTRIBUTABLE TO STOCKHOLDERS
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
NET LOSS PER SHARE ATTRIBUTABLE TO STOCKHOLDERS
NET LOSS PER SHARE ATTRIBUTABLE TO STOCKHOLDERS
Basic and diluted net loss per common share attributable to Altice USA stockholders is computed by dividing net loss attributable to Altice USA stockholders by the weighted average number of common shares outstanding during the period.  Diluted net loss per common share attributable to Altice USA stockholders excludes the effects of common stock equivalents as they are anti-dilutive. The basic weighted average number of shares used to compute basic and diluted net loss per share reflect the retroactive impact of the organizational transactions, discussed in Note 1, that occurred prior to the Company's IPO and the shares of common stock issued pursuant to the Company's IPO.
NET LOSS PER SHARE ATTRIBUTABLE TO STOCKHOLDERS

UNAUDITED PRO FORMA NET LOSS PER SHARE

        The pro forma net loss per share data for the year ended December 31, 2016 is based on our historical statement of operations after giving effect to the issuance and sale of the shares of common stock in connection with the Company's initial offering of equity securities to the public ("IPO"), as well as the common stock to be issued in the organizational transactions discussed below, as if they occurred at the beginning of the period.

                                                                                                                                                                                    

 

 

Year Ended
December 31,

 

 

 

Basic and Diluted

 

 

 

(Unaudited)

 

Numerator:

 

 

 

 

Net loss attributable to Altice USA, Inc. stockholders

 

$

(832,030

)

Denominator:

 

 

 

 

Weighted average shares of common stock outstanding—basic and diluted (in thousands)

 

 

0.1

 

Pro forma adjustment to reflect the issuance of common stock (in thousands)

 

 

737,069

 

Weighted average shares of common stock outstanding used in computing the pro forma net income per share—basic and diluted (in thousands)

 

 

737,069

 

​  

​  

​  

​  

Pro forma net loss per share—basic and diluted

 

$

(1.13

)

​  

​  

​  

​  

        The following organizational transactions will be consummated in connection with the Company's IPO:

 

 

 

           

•          

the Company will amend and restate its certificate of incorporation to, among other things, provide for Class A common stock, Class B common stock and Class C common stock;

           

•          

the Co-Investors and an entity controlled by Mr. Drahi will exchange their indirect ownership interest in the Company for shares of the Company's common stock;

           

•          

Neptune Management LP ("Management LP") will redeem its Class B units for shares of the Company's common stock that it receives from the redemption of its Class B units in Neptune Holding US LP;

           

•          

the Company will convert $525,000 aggregate principal amount of notes issued by the Company to the Co-Investors (together with accrued and unpaid interest and applicable premium) into shares of the Company's common stock at the initial public offering price;

           

•          

$1,225 million aggregate principal amount of notes issued by the Company to a subsidiary of Altice N.V. (together with accrued and unpaid interest and applicable premium) will be transferred to CVC 3 and then the Company will convert such notes into shares of the Company's common stock at the initial public offering price;

           

•          

the Co-Investors, Neptune Holding US LP, an entity controlled by the family of Mr. Drahi and former Class B unitholders of Management LP (including an entity controlled by Mr. Drahi) will exchange shares of the Company's common stock for new shares of the Company's Class A common stock; and

           

•          

CVC 3 B.V., an indirect subsidiary of Altice N.V., and an entity controlled by the family of Mr. Drahi will exchange shares of the Company's common stock for new shares of the Company's Class B common stock.

GROSS VERSUS NET REVENUE RECOGNITION
GROSS VERSUS NET REVENUE RECOGNITION
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 programming and other direct costs and amounts received from the customer are recorded as revenue.  For the three and nine months ended September 30, 2017, the amount of franchise fees and certain other taxes and fees included as a component of revenue aggregated $64,254 and $194,045, respectively. For the three and nine months ended September 30, 2016, the amount of franchise fees and certain other taxes and fees included as a component of revenue aggregated $62,249 and $92,146, respectively.
SUPPLEMENTAL CASH FLOW INFORMATION
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
SUPPLEMENTAL CASH FLOW INFORMATION
SUPPLEMENTAL CASH FLOW INFORMATION
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.
The Company's non-cash investing and financing activities and other supplemental data were as follows:
 
Nine Months Ended September 30,
 
2017
 
2016
Non-Cash Investing and Financing Activities:
 
 
 
Continuing Operations:
 
 
 
Conversion of notes payable to affiliates and related parties of $1,750,000 (together with accrued and unpaid interest and applicable premium) to common stock (See Note 9)
$
2,264,252

 
$

Property and equipment accrued but unpaid
84,847

 
83,722

Leasehold improvements paid by landlord
3,998

 

Notes payable to vendor
25,879

 

Supplemental Data:
 
 
 
Cash interest paid
1,481,363

 
931,345

Income taxes paid, net
26,396

 
5,342

SUPPLEMENTAL CASH FLOW INFORMATION

SUPPLEMENTAL CASH FLOW INFORMATION

        During 2016, the Company's non-cash investing and financing activities and other supplemental data were as follows:

                                                                                                                                                                                    

Non-Cash Investing and Financing Activities:

 

 

 

 

Continuing Operations:

 

 

 

 

Property and equipment accrued but unpaid

 

$

155,653

 

Distributions declared but not paid

 

 

79,617

 

Notes payable to vendor

 

 

12,449

 

Deferred financing costs accrued but unpaid

 

 

2,570

 

Supplemental Data:

 

 


 

 

Cash interest paid

 

 

1,092,114

 

Income taxes paid, net

 

 

1,538

 

RESTRUCTURING COSTS AND OTHER EXPENSE
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
RESTRUCTURING COSTS AND OTHER EXPENSE
RESTRUCTURING COSTS AND OTHER EXPENSE
Restructuring
Beginning in the first quarter of 2016, the Company commenced its restructuring initiatives (the "2016 Restructuring Plan") that are intended to simplify the Company's organizational structure.
The following table summarizes the activity for the 2016 Restructuring Plan during 2017:
 
 
 
Severance and Other Employee Related Costs
 
Facility Realignment and Other Costs
 
Total
Accrual balance at December 31, 2016
$
102,119

 
$
8,397

 
$
110,516

Restructuring charges
140,071

 
1,007

 
141,078

Payments and other
(92,905
)
 
(3,833
)
 
(96,738
)
Accrual balance at September 30, 2017
$
149,285

 
$
5,571

 
$
154,856


The Company recorded restructuring charges of $44,656 and $141,818 for the three and nine months ended September 30, 2016, respectively, relating to the 2016 Restructuring Plan.
Cumulative costs to date relating to the 2016 Restructuring Plan amounted to $302,870 and $64,784 for our Cablevision segment and Cequel segments, respectively.
Transaction Costs
For the three and nine months ended September 30, 2017, the Company incurred transaction costs of $1,367 and $1,687 related to the acquisition of a business during the first quarter of 2017 and other transactions. For the three and nine months ended September 30, 2016, the Company incurred transaction costs of $3,177 and $13,285, respectively, related to the acquisitions of Cablevision and Suddenlink.
RESTRUCTURING COSTS AND OTHER EXPENSE

RESTRUCTURING AND OTHER EXPENSE

Restructuring

        During 2016, the Company commenced its restructuring initiatives (the "2016 Restructuring Plan") that are intended to simplify the Company's organizational structure. The 2016 Restructuring Plan resulted in charges of $215,420 associated with the elimination of positions primarily in corporate, administrative and infrastructure functions across the Optimum and Suddenlink business segments and estimated charges of $11,157 associated with facility realignment and other costs.

        The following table summarizes the activity for the 2016 Restructuring Plan:

                                                                                                                                                                                    

 

 

Severance and
Other Employee
Related Costs

 

Facility
Realignment and
Other Costs

 

Total

 

Restructuring charges

 

$

215,420

 

$

11,157

 

$

226,577

 

Payments and other

 

 

(113,301

)

 

(2,760

)

 

(116,061

)

​  

​  

​  

​  

​  

​  

Accrual balance at December 31, 2016

 

$

102,119

 

$

8,397

 

$

110,516

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        In addition to the charges included in the table above, the Company recorded net restructuring credits of $27 relating to changes to the Company's previous estimates recorded in connection with the Company's prior restructuring plans.

Other Expense

        The Company incurred transaction costs of $13,845 for the year ended December 31, 2016 related to the Cablevision Acquisition and Cequel Acquisition which are reflected in restructuring and other expense in the consolidated statement of operations.

INTANGIBLE ASSETS
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
INTANGIBLE ASSETS
INTANGIBLE ASSETS
The following table summarizes information relating to the Company's acquired intangible assets as of September 30, 2017
 
Amortizable Intangible Assets
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
 
Estimated Useful Lives
 
 
 
 
 
 
 
 
Customer relationships
$
5,970,884

 
(1,207,217
)
 
$
4,763,667

 
8 to 18 years
Trade names (a)
1,067,083

 
(432,402
)
 
634,681

 
2 to 4 years
Other amortizable intangibles
37,052

 
(8,805
)
 
28,247

 
1 to 15 years
 
$
7,075,019

 
$
(1,648,424
)
 
$
5,426,595

 
 
 
(a)
On May 23, 2017, Altice N.V. announced the adoption of a global brand which will replace the Company's brands in the future, reducing the remaining useful lives of these trade name intangibles. The Company has estimated the remaining useful lives to be 3 years from the date of the adoption, which reflects one year as an in-use asset and two years as a defensive asset. Amortization expense is calculated on an accelerated basis based on the Company's estimate of the intangible asset during the in-use period. The remaining estimated value of the defensive asset once it is no longer in use will be amortized over the defensive period. Estimated amortization expense related to the Optimum and Lightpath trade names are approximately $545,805 for 2017 (of which $334,312 has been expensed through September 30, 2017), $355,006 for 2018, $46,627 for 2019 and $18,140 through May 2020.
Amortization expense for the three and nine months ended September 30, 2017 aggregated $426,419, and $981,657, respectively, and for the three and nine months ended September 30, 2016 aggregated $258,670 and $402,994, respectively.
The following table summarizes information relating to the Company's acquired indefinite-lived intangible assets as of September 30, 2017
 
Cablevision
 
Cequel
 
Total
Cable television franchises
$
8,113,575

 
$
4,906,506

 
$
13,020,081

Goodwill
5,839,757

 
2,153,742

 
7,993,499

Total
$
13,953,332

 
$
7,060,248

 
$
21,013,580


The carrying amount of goodwill is presented below:
Gross goodwill as of January 1, 2017
$
7,992,700

Goodwill recorded in connection with acquisition in first quarter 2017 (Cablevision Segment)
20,687

Adjustments to purchase accounting relating to Cablevision Acquisition
3,213

Transfer of Cablevision goodwill related to Altice Technical Services US Corp. (See Note 14 for further details)
(23,101
)
Net goodwill as of September 30, 2017
$
7,993,499

INTANGIBLE ASSETS

INTANGIBLE ASSETS

        The following table summarizes information relating to the Company's acquired intangible assets as of December 31, 2016:

                                                                                                                                                                                    

 

 

Amortizable Intangible Assets

 

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Net Carrying
Amount

 

Estimated Useful
Lives

Customer relationships

 

$

5,925,884

 

$

(580,276

)

$

5,345,608

 

8 to 18 years

Trade names

 

 

1,066,783

 

 

(83,397

)

 

983,386

 

2 to 12 years

Other amortizable intangibles

 

 

26,743

 

 

(3,093

)

 

23,650

 

1 to 15 years

​  

​  

​  

​  

​  

​  

 

 

$

7,019,410

 

$

(666,766

)

$

6,352,644

 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        Amortization expense for the year ended December 31, 2016 aggregated $653,410.

        The following table sets forth the estimated amortization expense on intangible assets for the periods presented:

                                                                                                                                                                                    

Estimated amortization expense

 

 

 

 

Year Ending December 31, 2017

 

$

928,597

 

Year Ending December 31, 2018

 

 

834,312

 

Year Ending December 31, 2019

 

 

758,189

 

Year Ending December 31, 2020

 

 

681,610

 

Year Ending December 31, 2021

 

 

604,456

 

        The following table summarizes information relating to the Company's acquired indefinite-lived intangible assets as of December 31, 2016:

                                                                                                                                                                                    

 

 

Optimum

 

Suddenlink

 

Total

 

Cable television franchises

 

$

8,113,575

 

$

4,906,506

 

$

13,020,081

 

Goodwill

 

 

5,838,959

 

 

2,153,741

 

 

7,992,700

 

​  

​  

​  

​  

​  

​  

Total

 

$

13,952,534

 

$

7,060,247

 

$

21,012,781

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        The carrying amount of goodwill is presented below:

                                                                                                                                                                                    

Gross goodwill as of January 1, 2016

 

$

2,040,402

 

Goodwill recorded in connection with Cablevision Acquisition

 

 

5,838,959

 

Adjustments to purchase accounting relating to Cequel Acquisition

 

 

113,339

 

​  

​  

Net goodwill as of December 31, 2016

 

$

7,992,700

 

​  

​  

​  

​  

DEBT
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
DEBT
DEBT
CSC Holdings Credit Facilities
In connection with the Cablevision Acquisition, in October 2015, Finco, a wholly-owned subsidiary of the Company, which merged with and into CSC Holdings on June 21, 2016, entered into a senior secured credit facility, which currently provides U.S. dollar term loans currently in an aggregate principal amount of $3,000,000 ($2,992,500 outstanding at September 30, 2017) (the “CVC Term Loan Facility”, and the term loans extended under the CVC Term Loan Facility, the “CVC Term Loans”) and U.S. dollar revolving loan commitments in an aggregate principal amount of $2,300,000 (the “CVC Revolving Credit Facility” and, together with the Term Loan Facility, the “CVC Credit Facilities”), which are governed by a credit facilities agreement entered into by, inter alios, CSC Holdings, certain lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent and security agent (as amended, restated, supplemented or otherwise modified on June 20, 2016, June 21, 2016, July 21, 2016, September 9, 2016, December 9, 2016 and March 15, 2017, respectively, and as further amended, restated, supplemented or otherwise modified from time to time, the “CVC Credit Facilities Agreement”).
The amendment to the CVC Credit Facilities Agreement entered into on March 15, 2017 (“Extension Amendment”) increased the Term Loan by $500,000 to $3,000,000 and the maturity date for this facility was extended to July 17, 2025. The closing of the Extension Amendment occurred in April 2017 and the proceeds were used to refinance the entire $2,493,750 principal amount of existing Term Loans and redeem $500,000 of the 8.625% Senior Notes due September 2017 issued by Cablevision. In connection with the Extension Amendment and the redemption of the senior notes, the Company recorded a loss on extinguishment of debt and write-off of deferred financing costs aggregating $18,976.
During the nine months ended September 30, 2017, CSC Holdings borrowed $1,350,000 under its revolving credit facility ($500,000 was used to make cash distributions to its stockholders) and made voluntary repayments aggregating $350,256 with cash on hand. In October 2017, CSC Holdings made a voluntary repayment under its revolving credit facility of $50,000. This amount was reclassified from long term debt to current debt on the consolidated balance sheet as of September 30, 2017.
Under the Extension Amendment, the Company is required to make scheduled quarterly payments equal to 0.25% (or $7,500) of the principal amount of the Term Loan, with the remaining balance scheduled to be paid on July 17, 2025, beginning with the fiscal quarter ended September 30, 2017.
The CVC Credit Facilities permit CSC Holdings to request revolving loans, swing line loans or letters of credit from the revolving lenders, swingline lenders or issuing banks, as applicable, thereunder, from time to time prior to November 30, 2021, unless the commitments under the CVC Revolving Credit Facility have been previously terminated.
Loans comprising each eurodollar borrowing or alternate base rate borrowing, as applicable, bear interest at a rate per annum equal to the adjusted LIBO rate or the alternate base rate, as applicable, plus the applicable margin, where the applicable margin is:
in respect of the CVC Term Loans, (i) with respect to any alternate base rate loan, 1.25% per annum and (ii) with respect to any eurodollar loan, 2.25% per annum, and
in respect of the CVC Revolving Credit Facility loans (i) with respect to any alternate base rate loan, 2.25% per annum and (ii) with respect to any eurodollar loan, 3.25% per annum.
The CVC Credit Facilities Agreement requires the prepayment of outstanding CVC Term Loans, subject to certain exceptions and deductions, with (i) 100% of the net cash proceeds of certain asset sales, subject to reinvestment rights and certain other exceptions; and (ii) commencing with the fiscal year ending December 31, 2017, a pari ratable share (based on the outstanding principal amount of the Term Loans divided by the sum of the outstanding principal amount of all pari passu indebtedness and the Term Loans) of 50% of annual excess cash flow, which will be reduced to 0% if the consolidated net senior secured leverage ratio of CSC Holdings is less than or equal to 4.5 to 1.
The obligations under the CVC Credit Facilities are guaranteed by each restricted subsidiary of CSC Holdings (other than CSC TKR, LLC and its subsidiaries and certain excluded subsidiaries) (the “Initial Guarantors”) and, subject to certain limitations, will be guaranteed by each future material wholly-owned restricted subsidiary of CSC Holdings.  The obligations under the CVC Credit Facilities (including any guarantees thereof) are secured on a first priority basis, subject to any liens permitted by the Credit Facilities, by capital stock held by CSC Holdings or any guarantor in certain subsidiaries of CSC Holdings, subject to certain exclusions and limitations. 
The CVC Credit Facilities Agreement includes certain negative covenants which, among other things and subject to certain significant exceptions and qualifications, limit CSC Holdings' ability and the ability of its restricted subsidiaries to: (i) incur or guarantee additional indebtedness, (ii) make investments, (iii) create liens, (iv) sell assets and subsidiary stock, (v) pay dividends or make other distributions or repurchase or redeem our capital stock or subordinated debt, (vi) engage in certain transactions with affiliates, (vii) enter into agreements that restrict the payment of dividends by subsidiaries or the repayment of intercompany loans and advances; and (viii) engage in mergers or consolidations. In addition, the CVC Revolving Credit Facility includes a financial maintenance covenant solely for the benefit of the lenders under the CVC Revolving Credit Facility consisting of a maximum consolidated net senior secured leverage ratio of CSC Holdings and its restricted subsidiaries of 5.0 to 1.0. The financial covenant will be tested on the last day of any fiscal quarter, but only if on such day there are outstanding borrowings under the CVC Revolving Credit Facility (including swingline loans but excluding any cash collateralized letters of credit and undrawn letters of credit not to exceed $15,000).
The CVC Credit Facilities Agreement also contains certain customary representations and warranties, affirmative covenants and events of default (including, among others, an event of default upon a change of control). If an event of default occurs, the lenders under the CVC Credit Facilities will be entitled to take various actions, including the acceleration of amounts due under the CVC Credit Facilities and all actions permitted to be taken by a secured creditor.
CSC Holdings was in compliance with all of its financial covenants under the CVC Credit Facilities as of September 30, 2017.
Cequel Credit Facilities
On June 12, 2015, Altice US Finance I Corporation, an indirect wholly-owned subsidiary of Cequel, entered into a senior secured credit facility which currently provides term loans in an aggregate principal amount of $1,265,000 ($1,261,838 outstanding at September 30, 2017) (the “Cequel Term Loan Facility” and the term loans extended under the Cequel Term Loan Facility, the “Cequel Term Loans”) and revolving loan commitments in an aggregate principal amount of $350,000 (the “Cequel Revolving Credit Facility” and, together with the Cequel Term Loan Facility, the “Cequel Credit Facilities”) which are governed by a credit facilities agreement entered into by, inter alios, Altice US Finance I Corporation, certain lenders party thereto and JPMorgan Chase Bank, N.A. (as amended, restated, supplemented or otherwise modified on October 25, 2016, December 9, 2016 and March 15, 2017, and as further amended, restated, supplemented or modified from time to time, the “Cequel Credit Facilities Agreement”).
The amendment to the Cequel Credit Facilities Agreement entered into on March 15, 2017 (“Cequel Extension Amendment”) increased the Term Loan by $450,000 to $1,265,000 and the maturity date for this facility was extended to July 28, 2025. The closing of the Extension Amendment occurred in April 2017 and the proceeds were used to refinance the entire $812,963 principal amount of loans under the Term Loan and redeem $450,000 of the 6.375% Senior Notes due September 15, 2020. In connection with the Cequel Extension Amendment and the redemption of the senior notes, the Company recorded a loss on extinguishment of debt and write-off of deferred financings costs aggregating $28,684.
Under the Cequel Extension Amendment, the Company is required to make scheduled quarterly payments equal to 0.25% (or $3,163) of the principal amount of the Cequel Term Loan, with the remaining balance scheduled to be paid on July 28, 2025, beginning with the fiscal quarter ended September 30, 2017.
Loans comprising each eurodollar borrowing or alternate base rate borrowing, as applicable, bear interest at a rate per annum equal to the adjusted LIBO rate or the alternate base rate, as applicable, plus the applicable margin, where the applicable margin is:
in respect of the Cequel Term Loans, (i) with respect to any alternate base rate loan, 1.25% per annum and (ii) with respect to any eurodollar loan, 2.25% per annum, and
in respect of Cequel Revolving Credit Facility loans (i) with respect to any alternate base rate loan, 2.25% per annum and (ii) with respect to any eurodollar loan, 3.25% per annum.
The Cequel Credit Facilities Agreement requires the prepayment of outstanding Term Loans, subject to certain exceptions and deductions, with (i) 100% of the net cash proceeds of certain asset sales, subject to reinvestment rights and certain other exceptions; and (ii) a pari ratable share (based on the outstanding principal amount of the Cequel Term Loans divided by the sum of the outstanding principal amount of all pari passu indebtedness and the Cequel Term Loans) of 50% of annual excess cash flow, which will be reduced to 0% if the consolidated net senior secured leverage ratio is less than or equal to 4.5:1.
The debt under the Cequel Credit Facility is secured by a first priority security interest in the capital stock of Suddenlink and substantially all of the present and future assets of Suddenlink and its restricted subsidiaries, and is guaranteed by Cequel Communications Holdings II, LLC, a subsidiary of Cequel (the "Parent Guarantor"), as well as all of Suddenlink’s existing and future direct and indirect subsidiaries, subject to certain exceptions set forth in the Cequel Credit Facilities Agreement. The Cequel Credit Facilities Agreement contains customary representations, warranties and affirmative covenants. In addition, the Cequel Credit Facilities Agreement contains restrictive covenants that limit, among other things, the ability of Suddenlink and its subsidiaries to incur indebtedness, create liens, engage in mergers, consolidations and other fundamental changes, make investments or loans, engage in transactions with affiliates, pay dividends, and make acquisitions and dispose of assets. The Cequel Credit Facilities Agreement also contains a maximum senior secured leverage maintenance covenant of 5.0 times EBITDA as defined in the Cequel Credit Facilities Agreement. Additionally, the Cequel Credit Facilities Agreement contains customary events of default, including failure to make payments, breaches of covenants and representations, cross defaults to other indebtedness, unpaid judgments, changes of control and bankruptcy events. The lenders’ commitments to fund amounts under the revolving credit facility are subject to certain customary conditions.
As of September 30, 2017, Cequel was in compliance with all of its financial covenants under the Cequel Credit Facilities Agreement.
The following table provides details of the Company's outstanding credit facility debt:
 
 
 
 
 
 
 
Carrying Amount (a)
 
Maturity Date
 
Interest Rate
 
Principal
 
September 30, 2017
 
December 31, 2016
CSC Holdings Restricted Group:
 
 
 
 
 
 
 
 
 
Revolving Credit Facility (b)
$20,000 on October 9, 2020, remaining balance on November 30, 2021
 
4.49%
 
$
1,175,000

 
$
1,149,024

 
$
145,013

Term Loan Facility
July 17, 2025
 
3.48%
 
2,992,500

 
2,974,768

 
2,486,874

Cequel:
 
 
 
 
 
 
 
 
 
Revolving Credit Facility (c)
November 30, 2021
 
 

 

 

Term Loan Facility
July 28, 2025
 
3.49%
 
1,261,838

 
1,253,110

 
812,903

 
 
 
 
 
$
5,429,338

 
5,376,902

 
3,444,790

Less: Current portion
92,650

 
33,150

Long-term debt
$
5,284,252

 
$
3,411,640


(a)
The carrying amount is net of the unamortized deferred financing costs and/or discounts/premiums.
(b)
At September 30, 2017, $123,473 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $1,001,527 of the facility was undrawn and available, subject to covenant limitations.
(c)
At September 30, 2017, $16,575 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $333,425 of the facility was undrawn and available, subject to covenant limitations.
Senior Guaranteed Notes, Senior Secured Notes and Senior Notes and Debentures
The following table summarizes the Company's senior guaranteed notes, senior secured notes and senior notes and debentures:
 
 
 
 
 
Interest Rate
 
Principal Amount
 
Carrying Amount (a)
Issuer
Date Issued
 
Maturity Date
 
 
 
September 30, 2017
 
December 31, 2016
CSC Holdings (b)(f)
February 6, 1998
 
February 15, 2018
 
7.875
%
 
$
300,000

 
$
303,531

 
$
310,334

CSC Holdings (b)(f)
July 21, 1998
 
July 15, 2018
 
7.625
%
 
500,000

 
511,312

 
521,654

CSC Holdings (c)(f)
February 12, 2009
 
February 15, 2019
 
8.625
%
 
526,000

 
544,422

 
553,804

CSC Holdings (c)(f)
November 15, 2011
 
November 15, 2021
 
6.750
%
 
1,000,000

 
957,954

 
951,702

CSC Holdings (c)(f)
May 23, 2014
 
June 1, 2024
 
5.250
%
 
750,000

 
657,903

 
650,193

CSC Holdings (e)
October 9, 2015
 
January 15, 2023
 
10.125
%
 
1,800,000

 
1,777,085

 
1,774,750

CSC Holdings (e)(l)
October 9, 2015
 
October 15, 2025
 
10.875
%
 
1,684,221

 
1,660,583

 
1,970,379

CSC Holdings (e)
October 9, 2015
 
October 15, 2025
 
6.625
%
 
1,000,000

 
986,394

 
985,469

CSC Holdings (g)
September 23, 2016
 
April 15, 2027
 
5.500
%
 
1,310,000

 
1,304,353

 
1,304,025

Cablevision (k)
September 23, 2009
 
September 15, 2017
 
8.625
%
 

 

 
926,045

Cablevision (c)(f)
April 15, 2010
 
April 15, 2018
 
7.750
%
 
750,000

 
757,515

 
767,545

Cablevision (c)(f)
April 15, 2010
 
April 15, 2020
 
8.000
%
 
500,000

 
491,224

 
488,992

Cablevision (c)(f)
September 27, 2012
 
September 15, 2022
 
5.875
%
 
649,024

 
568,796

 
559,500

Cequel and Cequel Capital Senior Notes (d)(m)
Oct. 25, 2012 Dec. 28, 2012
 
September 15, 2020
 
6.375
%
 
1,050,000

 
1,025,616

 
1,457,439

Cequel and Cequel Capital Senior Notes (d)
May 16, 2013 Sept. 9, 2014
 
December 15, 2021
 
5.125
%
 
1,250,000

 
1,132,926

 
1,115,767

Altice US Finance I Corporation Senior Secured Notes (h)
June 12, 2015
 
July 15, 2023
 
5.375
%
 
1,100,000

 
1,081,815

 
1,079,869

Cequel and Cequel Capital Senior Secured Notes (i)
June 12, 2015
 
July 15, 2025
 
7.750
%
 
620,000

 
604,001

 
602,925

Altice US Finance I Corporation Senior Notes (j)
April 26, 2016
 
May 15, 2026
 
5.500
%
 
1,500,000

 
1,487,745

 
1,486,933

 
 
 
 
 
 
 
$
16,289,245

 
15,853,175

 
17,507,325

Less: Current portion
 
1,572,358

 
926,045

Long-term debt
 
$
14,280,817

 
$
16,581,280

 
(a)
The carrying amount is net of the unamortized deferred financing costs and/or discounts/premiums.
(b)
The debentures are not redeemable by CSC Holdings prior to maturity.
(c)
Notes are redeemable at any time at a specified "make-whole" price plus accrued and unpaid interest to the redemption date.
(d)
The Company may redeem some or more of all the notes at the redemption price set forth in the relevant indenture, plus accrued and unpaid interest.
(e)
The Company may redeem some or all of the 2023 Notes at any time on or after January 15, 2019, and some or all of the 2025 Notes and 2025 Guaranteed Notes at any time on or after October 15, 2020, at the redemption prices set forth in the relevant indenture, plus accrued and unpaid interest, if any.  The Company may also redeem up to 40% of each series of the Cablevision Acquisition Notes using the proceeds of certain equity offerings before October 15, 2018, at a redemption price equal to 110.125% for the 2023 Notes, 110.875% for the 2025 Notes and 106.625% for the 2025 Guaranteed Notes, in each case plus accrued and unpaid interest. In addition, at any time prior to January 15, 2019, CSC Holdings may redeem some or all of the 2023 Notes, and at any time prior to October 15, 2020, the Company may redeem some or all of the 2025 Notes and the 2025 Guaranteed Notes, at a price equal to 100% of the principal amount thereof, plus a “make whole” premium specified in the relevant indenture plus accrued and unpaid interest.
(f)
The carrying value of the notes was adjusted to reflect their fair value on the Cablevision Acquisition Date (aggregate reduction of $52,788).
(g)
The 2027 Guaranteed Notes are redeemable at any time on or after April 15, 2022 at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any.  In addition, up to 40% may be redeemed for each series of the 2027 Guaranteed Notes using the proceeds of certain equity offerings before October 15, 2019, at a redemption price equal to 105.500%, plus accrued and unpaid interest.
(h)
Some or all of these notes may be redeemed at any time on or after July 15, 2018, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before July 15, 2018, at a redemption price equal to 105.375%.
(i)
Some or all of these notes may be redeemed at any time on or after July 15, 2020, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before July 15, 2018, at a redemption price equal to 107.750%.
(j)
Some or all of these notes may be redeemed at any time on or after May 15, 2021, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before May 15, 2019, at a redemption price equal to 105.500%.
(k)
In April 2017, the Company redeemed $500,000 of the senior notes from proceeds from the CVC Term Loan facility. In September 2017, these senior notes matured and the Company repaid the remaining principal balance of $400,000.
(l)
In July 2017, the Company used approximately $350,120 of the proceeds from the IPO to fund the redemption of $315,779 principal amount of CSC Holdings senior notes due October 2025 and the related call premium of approximately $34,341which was recorded as a loss on extinguishment of debt. The Company also recorded a write-off of deferred financings costs in connection with this redemption aggregating $4,516.
(m)
In April 2017, the Company redeemed $450,000 of the senior notes from proceeds from the Cequel Term Loan facility.
The indentures under which the senior notes and debentures were issued contain various covenants.  The Company was in compliance with all of its financial covenants under these indentures as of September 30, 2017.
Notes Payable to Affiliates and Related Parties
On June 21, 2016, in connection with the Cablevision Acquisition, the Company issued notes payable to affiliates and related parties aggregating $1,750,000, of which $875,000 bore interest at 10.75% and matured on December 20, 2023 and $875,000 bore interest at 11% and matured on December 20, 2024.
As discussed in Note 1, in connection with the Company's IPO, the Company converted the notes payable to affiliates and related parties (together with accrued and unpaid interest of $529 and applicable premium of $513,723) into shares of the Company’s common stock at the IPO price. The premium was recorded as a loss on extinguishment of debt on the Company's statement of operations for the nine months ended September 30, 2017. In connection with the conversion of the notes, the Company recorded a credit to paid in capital of $2,264,252.
For the nine months ended September 30, 2017, the Company recognized $90,405 of interest expense related to these notes prior to their conversion.
Summary of Debt Maturities
The future maturities of debt payable by the Company under its various debt obligations outstanding as of September 30, 2017, including notes payable, collateralized indebtedness (see Note 10), and capital leases, are as follows:
Years Ending December 31,
Cablevision
 
Cequel
 
Total
2017
$
29,925

 
$
5,256

 
$
35,181

2018
1,598,699

 
14,421

 
1,613,120

2019
561,995

 
12,713

 
574,708

2020
530,007

 
1,062,723

 
1,592,730

2021
3,664,638

 
1,263,578

 
4,928,216

Thereafter
10,058,245

 
4,428,075

 
14,486,320

DEBT

DEBT

CSC Holdings Credit Facilities

        In connection with the Cablevision Acquisition, in October 2015, Neptune Finco Corp. ("Finco"), a wholly-owned subsidiary of the Company formed to complete the financing described herein and the merger with CSC Holdings, borrowed an aggregate principal amount of $3,800,000 under a term loan facility (the "Term Credit Facility") and entered into revolving loan commitments in an aggregate principal amount of $2,000,000 (the "Revolving Credit Facility" and, together with the Term Credit Facility, the "Credit Facilities"). The Term Credit Facility was to mature on October 9, 2022 and the Revolving Credit Facility was to mature on October 9, 2020 (see discussion below regarding the extension amendments). In addition, on June 21, 2016 and July 21, 2016, the Company entered into incremental loan assumption agreements whereby the Revolving Credit Facility was increased by $70,000 and $35,000, respectively, to $2,105,000.

        Finco also issued $1,800,000 aggregate principal amount of 10.125% senior notes due 2023 (the "2023 Notes"), $2,000,000 aggregate principal amount of 10.875% senior notes due 2025 (the "2025 Notes"), and $1,000,000 aggregate principal amount of 6.625% senior guaranteed notes due 2025 (the "2025 Guaranteed Notes") (collectively the "Cablevision Acquisition Notes").

        On June 21, 2016, immediately following the Cablevision Acquisition, Finco merged with and into CSC Holdings, with CSC Holdings surviving the merger (the "CSC Holdings Merger"), and the Cablevision Acquisition Notes and the Credit Facilities became obligations of CSC Holdings. The 2025 Guaranteed Notes are guaranteed on a senior basis by each restricted subsidiary of CSC Holdings (other than CSC TKR, LLC and its subsidiaries, which own and operate the New Jersey cable television systems, Cablevision Lightpath, Inc. and any subsidiaries of CSC Holdings that are "Excluded Subsidiaries" under the indenture governing the 2025 Guaranteed Notes) (such subsidiaries, the "Initial Guarantors") and the obligations under the Credit Facilities are (i) guaranteed on a senior basis by each Initial Guarantor and (ii) secured on a first priority basis by capital stock held by CSC Holdings and the guarantors in certain subsidiaries of CSC Holdings, subject to certain exclusions and limitations.

        Altice USA used the proceeds from the Term Credit Facility and the Cablevision Acquisition Notes, together with an equity contribution from Altice N.V. and its Co-Investors and existing cash at Cablevision, to (a) finance the Cablevision Acquisition, (b) refinance the credit agreement, dated as of April 17, 2013 (the "Previous Credit Facility"), among CSC Holdings, certain subsidiaries of CSC Holdings and the lenders party thereto ($2,030,699 outstanding at the date of the Cablevision Acquisition), (c) repay the senior secured credit agreement, dated as of October 12, 2012, among Newsday LLC, CSC Holdings, and the lenders party thereto (the "Previous Newsday Credit Facility") of $480,000, and (d) pay related fees and expenses.

        The Credit Facilities permit CSC Holdings to request revolving loans, swing line loans or letters of credit from the revolving lenders, swingline lenders or issuing banks, as applicable, thereunder, from time to time prior to October 9, 2020, unless the commitments under the Revolving Credit Facility have been previously terminated.

        There is also a commitment fee of 0.375% on undrawn amounts under the revolving credit facility.

        On September 9, 2016, CSC Holdings entered into an amendment (the "Extension Amendment") to the Credit Facilities and the incremental loan assumption agreements dated June 21, 2016 and July 21, 2016 between CSC Holdings and certain lenders party thereto (the "Extending Lenders") pursuant to which each Extending Lender agreed to extend the maturity of its Term Credit Facility under the Credit Facilities to October 11, 2024 and to certain other amendments to the Credit Facilities. In October 2016, CSC Holdings used the net proceeds from the sale of $1,310,000 aggregate principal amount of 5.5% senior guaranteed notes due 2027 (the "2027 Guaranteed Notes") (after the deduction of fees and expenses) to prepay outstanding loans under the CSC Holdings Term Credit Facility that were not extended pursuant to the Extension Amendment. The total aggregate principal amount of the Term Credit Facility, after giving effect to the use of proceeds of the 2027 Guaranteed Notes, is $2,500,000 (the "Extended Term Loan"). The Extended Term Loan was effective on October 11, 2016. In connection with the prepayment of the Term Credit Facility, the Company wrote-off the deferred financing costs and the unamortized discount related to the existing term loan aggregating $102,894. Additionally, the Company recorded deferred financing costs and an original issue discount of $7,249 and $6,250, respectively, which are both being amortized to interest expense over the term of the Extended Term Loan.

        On December 9, 2016, the Credit Facilities were amended to increase the availability under the Revolving Credit Facility from $2,105,000 to $2,300,000 and extend the maturity on $2,280,000 of this facility to November 30, 2021. The remaining $20,000 will mature on October 9, 2020.

        The Credit Facilities require CSC Holdings to prepay outstanding term loans, subject to certain exceptions and deductions, with (i) 100% of the net cash proceeds of certain asset sales, subject to reinvestment rights and certain other exceptions, and (ii) commencing with the first full fiscal year after the consummation of the Cablevision Acquisition, a ratable share (based on the outstanding principal amount of the Extended Term Loan divided by the sum of the outstanding principal amount of all pari passu indebtedness and the Extended Term Loan) of 50% of the annual excess cash flow of CSC Holdings and its restricted subsidiaries, which will be reduced to 0% if the Consolidated Net Senior Secured Leverage Ratio of CSC Holdings is less than or equal to 4.5 to 1.

        Under the Term Credit Facility, CSC Holdings was required to make and made scheduled quarterly payment of $9,500 beginning with the fiscal quarter ending September 30, 2016. Under the Extended Term Loan, CSC Holdings is required to make scheduled quarterly payments equal to 0.25% of the principal amount of the Extended Term Loan, with the remaining balance scheduled to be paid on October 11, 2024, beginning with the fiscal quarter ending March 31, 2017.

        The CSC Holdings Credit Facilities include negative covenants that are substantially similar to the negative covenants contained in the indentures under which the Cablevision Acquisition Notes were issued (see discussion below). The Credit Facilities include one financial maintenance covenant (solely for the benefit of the Revolving Credit Facility), consisting of a maximum Consolidated Net Senior Secured Leverage Ratio of 5.0 to 1, which will be tested on the last day of any fiscal quarter but only if on such day there are outstanding borrowings under the CSC Holdings Revolving Credit Facility (including swingline loans but excluding any cash collateralized letters of credit and undrawn letters of credit not to exceed $15,000). The CSC Holdings Credit Facilities contain customary representations, warranties and affirmative covenants. In addition, the CSC Holdings Credit Facilities contains restrictive covenants that limit, among other things, the ability of CSC Holdings and its subsidiaries to incur indebtedness, create liens, engage in mergers, consolidations and other fundamental changes, make investments or loans, engage in transactions with affiliates, pay dividends, and make acquisitions and dispose of assets. If an event of default occurs, the obligations under the CSC Holdings Credit Facilities may be accelerated.

        CSC Holdings was in compliance with all of its financial covenants under the CSC Holdings Credit Facilities as of December 31, 2016.

Cequel Credit Facilities

        In connection with the Cequel Acquisition, lenders holding (a) $290,000 of loans and commitments under the revolving credit facility under the old credit facility and (b) approximately $815,400 of loans under the term loan facility under the old credit facility consented to roll over, on a cashless basis, such lenders' loans and commitments under the old credit facility into loans and commitments of the same amount under a new credit facility (the "Cequel Credit Facility") made available to a subsidiary of Cequel effective upon the consummation of the Cequel Acquisition (the 'Cequel Credit Agreement"). Upon the closing of the Cequel Acquisition, the $290,000 of loans and commitments under the revolving credit facility under the old credit facility that lenders elected to rollover into the Cequel Credit Facility, plus $60,000 of new revolving commitments from other lenders, formed a new $350,000 revolving credit facility under the Cequel Credit Facility, and all remaining commitments under the then existing $500,000 revolving credit facility under the old credit facility were terminated.

        The interest rate on the term loans outstanding under the Cequel Credit Facility equal the prime rate plus 2.25% or the LIBO rate plus 3.25%, with a LIBO rate floor of 1.00%, while the interest rate on the revolver loans equal the prime rate plus 2.25% or the LIBO rate plus 3.25%. The term loan facility requires quarterly repayments in annual amounts equal to 1.00% of the original principal amount, which commenced on March 31, 2016, with the remainder due at maturity. There is a commitment fee of 0.5% on undrawn amounts under the revolving credit facility.

        The debt under the Cequel Credit Agreement is secured by a first priority security interest in the capital stock of Suddenlink, an indirect wholly-owned subsidiary of Cequel and substantially all of the present and future assets of Suddenlink and its restricted subsidiaries, and is guaranteed by the Cequel Communications Holdings II, LLC, an indirect wholly-owned subsidiary of Cequel (the "Parent Guarantor") as well as all of Suddenlink's existing and future direct and indirect subsidiaries, subject to certain exceptions set forth in the Cequel Credit Agreement.

        The Cequel Credit Agreement contains customary representations, warranties and affirmative covenants. In addition, the Cequel Credit Agreement contains restrictive covenants that limit, among other things, the ability of Suddenlink and its subsidiaries to incur indebtedness, create liens, engage in mergers, consolidations and other fundamental changes, make investments or loans, engage in transactions with affiliates, pay dividends, and make acquisitions and dispose of assets. The Cequel Credit Agreement also contains a maximum senior secured leverage maintenance covenant of 5.0 times EBITDA as defined in the Cequel Credit Agreement. Additionally, the Cequel Credit Agreement contains customary events of default, including failure to make payments, breaches of covenants and representations, cross defaults to other indebtedness, unpaid judgments, changes of control and bankruptcy events. The lenders' commitments to fund amounts under the revolving credit facility are subject to certain customary conditions.

Amendments to Cequel Credit Agreement

        On October 25, 2016, an indirect wholly-owned subsidiary of Cequel entered into the First Amendment to the Cequel Credit Agreement, amending the credit agreement dated June 12, 2015, between the Company and certain lenders party thereto pursuant to which the applicable margin for the term loans outstanding under the Cequel Credit Facility was lowered by 25 basis points, the LIBO rate floor for the term loans outstanding under the Cequel Credit Facility was lowered by 25 basis points to 0.75% and the maturity date for the term loans outstanding under the Cequel Credit Facility was extended to January 15, 2025. The proceeds of $815,000 from the new term loan were used to repay the amount outstanding under the existing term loan of $809,327 and related fees and expenses. In connection with the extinguishment of the existing term loan, the Company recorded a loss on extinguishment of debt of $4,807, representing primarily the write-off of deferred financing costs related to the term loan. In connection with the First Amendment to the Cequel Credit Agreement, the Company recorded deferred financing costs of $2,092, which are being amortized to interest expense over the term of the loan.

        On December 9, 2016, the Company entered into the Second Amendment to the Cequel Credit Agreement which extended the maturity on the revolver to November 30, 2021.

        As of December 31, 2016, Cequel was in compliance with all of its financial covenants under the Cequel Credit Agreement.

        The following table provides details of the Company's outstanding credit facility debt (net of unamortized financing costs and unamortized discounts):

                                                                                                                                                                                    

 

 

Maturity Date

 

Interest
Rate

 

Principal

 

Carrying Value(a)

 

CSC Holdings Restricted Group:

 

 

 

 

 

 

 

 

 

 

 

 

Revolving Credit Facility(b)

 

November 30, 2021

 

 

4.07

%

$

175,256

 

$

145,013

 

Term Credit Facility(c)

 

October 11, 2024

 

 

3.88

%

 

2,500,000

 

 

2,486,874

 

Cequel:

 

 

 

 

 

 

 

 

 

 

 

 

Revolving Credit Facility(d)

 

November 30, 2021

 

 

 

 

 

 

 

Term Credit Facility

 

January 15, 2025

 

 

3.88

%

 

815,000

 

 

812,903

 

​  

​  

​  

​  

 

 

 

 

 

 

 

$

3,490,256

 

 

3,444,790

 

​  

​  

​  

​  

Less: Current portion

 

 

 

 

 

 

 

 

 

 

33,150

 

​  

​  

Long-term debt

 

 

 

 

 

 

 

 

 

$

3,411,640

 

​  

​  

​  

​  


 

 

 

(a)          

The unamortized discounts and deferred financing costs amounted to $45,466 at December 31, 2016.

(b)          

Includes $100,256 of credit facility debt incurred to finance the Cablevision Acquisition. See discussion above regarding the amendment to the revolving credit facility entered into December 2016.

(c)          

Represents $3,800,000 principal amount of debt incurred to finance the Cablevision Acquisition, net of principal repayments made. See discussion above regarding the Extension Amendment entered into September 2016.

(d)          

At December 31, 2016, $17,031 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $332,969 of the facility was undrawn and available, subject to covenant limitations.

        During the twelve months ending December 31, 2017, the Company is required to make principal payments aggregating $25,000 under the CSC Holdings Term Credit Facility and $8,150 under the Cequel Term Credit Facility.

Senior Guaranteed Notes and Senior Notes and Debentures

        The following table summarizes the Company's senior guaranteed notes, senior secured notes and senior notes and debentures as of December 31, 2016:

                                                                                                                                                                                    

Issuer

 

Date Issued

 

Maturity Date

 

Interest
Rate

 

Principal
Amount

 

Carrying
Amount(a)

 

CSC Holdings(b)(e)

 

February 6, 1998

 

February 15, 2018

 

 

7.875

%

$

300,000

 

$

310,334

 

CSC Holdings(b)(e)

 

July 21, 1998

 

July 15, 2018

 

 

7.625

%

 

500,000

 

 

521,654

 

CSC Holdings(c)(e)

 

February 12, 2009

 

February 15, 2019

 

 

8.625

%

 

526,000

 

 

553,804

 

CSC Holdings(c)(e)

 

November 15, 2011

 

November 15, 2021

 

 

6.750

%

 

1,000,000

 

 

951,702

 

CSC Holdings(c)(e)

 

May 23, 2014

 

June 1, 2024

 

 

5.250

%

 

750,000

 

 

650,193

 

CSC Holdings(d)

 

October 9, 2015

 

January 15, 2023

 

 

10.125

%

 

1,800,000

 

 

1,774,750

 

CSC Holdings(d)

 

October 9, 2015

 

October 15, 2025

 

 

10.875

%

 

2,000,000

 

 

1,970,379

 

CSC Holdings(d)

 

October 9, 2015

 

October 15, 2025

 

 

6.625

%

 

1,000,000

 

 

985,469

 

CSC Holdings(f)

 

September 23, 2016

 

April 15, 2027

 

 

5.500

%

 

1,310,000

 

 

1,304,025

 

Cablevision(c)(e)

 

September 23, 2009

 

September 15, 2017

 

 

8.625

%

 

900,000

 

 

926,045

 

Cablevision(c)(e)

 

April 15, 2010

 

April 15, 2018

 

 

7.750

%

 

750,000

 

 

767,545

 

Cablevision(c)(e)

 

April 15, 2010

 

April 15, 2020

 

 

8.000

%

 

500,000

 

 

488,992

 

Cablevision(c)(e)

 

September 27, 2012

 

September 15, 2022

 

 

5.875

%

 

649,024

 

 

559,500

 

Cequel Communications Holdings I LLC and Cequel
Capital Corporation(c)

 

October 25, 2012
December 28, 2012

 

September 15, 2020

 

 

6.375

%

 

1,500,000

 

 

1,457,439

 

Cequel Communications Holdings I LLC and Cequel
Capital Corporation(c)

 

May 16, 2013
September 9, 2014

 

December 15, 2021

 

 

5.125

%

 

1,250,000

 

 

1,115,767

 

Altice US Finance I Corporation(g)

 

June 12, 2015

 

July 15, 2023

 

 

5.375

%

 

1,100,000

 

 

1,079,869

 

Cequel Communications Holdings I LLC and Cequel Capital Corporation(h)

 

June 12, 2015

 

July 15, 2025

 

 

7.750

%

 

620,000

 

 

602,925

 

Altice US Finance I Corporation(i)

 

April 26, 2016

 

May 15, 2026

 

 

5.500

%

 

1,500,000

 

 

1,486,933

 

​  

​  

​  

​  

 

 

 

 

 

 

 

 

 

$

17,955,024

 

 

17,507,325

 

​  

​  

​  

​  

Less: Current portion

 

 

 

 

 

 

 

 

 

 

 

 

926,045

 

​  

​  

Long-term debt

 

 

 

 

 

 

 

 

 

 

 

$

16,581,280

 

​  

​  

​  

​  


 

 

 

(a)          

The carrying amount of the notes is net of the unamortized deferred financing costs and/or discounts/premiums of $447,699.

(b)          

The debentures are not redeemable by CSC Holdings prior to maturity.

(c)          

Notes are redeemable at any time at a specified "make-whole" price plus accrued and unpaid interest to the redemption date.

(d)          

The Company may redeem some or all of the 2023 Notes at any time on or after January 15, 2019, and some or all of the 2025 Notes and 2025 Guaranteed Notes at any time on or after October 15, 2020, at the redemption prices set forth in the relevant indenture, plus accrued and unpaid interest, if any. The Company may also redeem up to 40% of each series of the Cablevision Acquisition Notes using the proceeds of certain equity offerings before October 15, 2018, at a redemption price equal to 110.125% for the 2023 Notes, 110.875% for the 2025 Notes and 106.625% for the 2025 Guaranteed Notes, in each case plus accrued and unpaid interest. In addition, at any time prior to January 15, 2019, CSC Holdings may redeem some or all of the 2023 Notes, and at any time prior to October 15, 2020, the Company may redeem some or all of the 2025 Notes and the 2025 Guaranteed Notes, at a price equal to 100% of the principal amount thereof, plus a "make whole" premium specified in the relevant indenture plus accrued and unpaid interest.

(e)          

The carrying value of the notes was adjusted to reflect their fair value on the Cablevision Acquisition Date (aggregate reduction of $52,788).

(f)          

The 2027 Guaranteed Notes are redeemable at any time on or after April 15, 2022 at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any. In addition, up to 40% may be redeemed for each series of the 2027 Guaranteed Notes using the proceeds of certain equity offerings before October 15, 2019, at a redemption price equal to 105.500%, plus accrued and unpaid interest.

(g)          

Some or all of these notes may be redeemed at any time on or after July 15, 2018, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before July 15, 2018, at a redemption price equal to 105.375%.

(h)          

Some or all of these notes may be redeemed at any time on or after July 15, 2020, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before July 15, 2018, at a redemption price equal to 107.750%.

(i)          

Some or all of these notes may be redeemed at any time on or after May 15, 2021, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before May 15, 2019, at a redemption price equal to 105.500%.

        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. The Company was in compliance with all of its financial covenants under these indentures as of December 31, 2016.

CSC Holdings 5.5% Senior Guaranteed Notes due 2027

        In September 2016, CSC Holdings issued $1,310,000 aggregate principal amount of 5.50% senior guaranteed notes due April 15, 2027. The 2027 Guaranteed Notes are senior unsecured obligations and rank pari passu in right of payment with all of the existing and future senior indebtedness, including the existing senior notes and the Credit Facilities and rank senior in right of payment to all of existing and future subordinated indebtedness.

        As discussed above, in October 2016, CSC Holdings used the proceeds from the issuance of the 2027 Guaranteed Notes (after the deduction of fees and expenses) to prepay the outstanding loans under the Term Credit Facility that were not extended pursuant to the Extension Amendment. In connection with the issuance of the 2027 Guaranteed Notes, the Company incurred deferred financing costs of approximately $5,575, which are being amortized to interest expense over the term of the 2027 Guaranteed Notes.

Cablevision Acquisition Notes

        The $1,000,000 principal amount of the 2025 Guaranteed Notes bear interest at a rate of 6.625% per annum and were issued at a price of 100.00%. Interest on the 2025 Guaranteed Notes is payable semi-annually on January 15 and July 15, commencing on July 15, 2016. These 2025 Guaranteed Notes are guaranteed on a senior basis by the Initial Guarantors.

        The $1,800,000 principal amount of the 2023 Notes and $2,000,000 principal amount of the 2025 Notes, bear interest at a rate of 10.125% and 10.875%, respectively, per annum and were issued at prices of 100.00%. Interest on the 2023 Notes and 2025 Notes is payable semi-annually on January 15 and July 15, which began on July 15, 2016.

        Deferred financing costs of approximately $76,579 incurred in connection with the issuance of the Cablevision Acquisition Notes are being amortized to interest expense over the term of the Cablevision Acquisition Notes.

        The indentures under which the Cablevision and CSC Holdings Senior Guaranteed Notes and Senior Notes and Debentures were issued contain certain covenants and agreements with respect to investment grade debt securities, including limitations on the ability of CSC Holdings and its restricted subsidiaries to (i) incur or guarantee additional indebtedness, (ii) make investments or other restricted payments, (iii) create liens, (iv) sell assets and subsidiary stock, (v) pay dividends or make other distributions or repurchase or redeem our capital stock or subordinated debt, (vi) engage in certain transactions with affiliates, (vii) enter into agreements that restrict the payment of dividends by subsidiaries or the repayment of intercompany loans and advances, and (viii) engage in mergers or consolidations, in each case subject to certain exceptions. The indentures also contain certain customary events of default. If an event of default occurs, the obligations under the Cablevision Acquisition Notes may be accelerated. As of December 31, 2016, Cablevision was in compliance with all of its financial covenants under the indentures under which the senior notes and debentures and guaranteed notes were issued.

Cequel Senior Secured Notes

        On June 12, 2015, Altice US Finance I Corporation, an indirect subsidiary of Altice N.V., issued $1,100,000 principal amount of senior secured notes (the "2023 Senior Secured Notes"), the proceeds from which were placed in escrow to finance a portion of the purchase price for the Cequel Acquisition. The 2023 Senior Secured Notes bear interest at a rate of 5.375% per annum and were issued at a price of 100.00%. Interest on the 2023 Senior Secured Notes is payable semi-annually on January 15 and July 15 of each year. Following the consummation of the Cequel Acquisition and related transactions the equity interests in Altice US Finance I Corporation were contributed through one or more intermediary steps to Suddenlink, and the Senior Secured Notes were guaranteed by Cequel Communications Holdings II LLC, Suddenlink and certain of the subsidiaries of Suddenlink and are secured by certain assets of Cequel Communications Holdings II LLC, Suddenlink and its subsidiaries.

        On April 26, 2016, Altice US Finance I Corporation issued $1,500,000 aggregate principal amount of senior secured notes (the "2026 Senior Secured Notes"). The proceeds from the sale were used to repay the $1,477,200 remaining balance under the Old Credit Facility and to pay related fees and expenses (see discussion above). The 2026 Senior Secured Notes mature on May 15, 2026 and bear interest at a rate of 5.50% annually. Interest on the 2026 Senior Secured Notes is payable semi-annually on May 15 and November 15 of each year, commencing on November 15, 2016. Deferred financing costs recorded in connection with the issuance of these notes amounted to $13,773 and are being amortized over the term of the notes.

Cequel Senior Notes

        On June 12, 2015, Altice US Finance II Corporation, an indirect subsidiary of Altice N.V., issued $300,000 principal amount of the 2025 Senior Notes, the proceeds from which were placed in escrow, to finance a portion of the purchase price for the Cequel Acquisition. The 2025 Senior Notes were issued by the 2025 Senior Notes Issuer, an indirect subsidiary of Altice N.V., bear interest at a rate of 7.75% per annum and were issued at a price of 100.00%. Interest on the 2025 Senior Notes is payable semi-annually on January 15 and July 15 of each year. Following the consummation of the Cequel Acquisition and related transactions, the 2025 Senior Notes Issuer merged into Cequel, the 2025 Senior Notes became the obligations of Cequel and Cequel Capital Corporation became the co-issuer of the 2025 Senior Notes.

        On June 12, 2015, Altice US Finance S.A., an indirect subsidiary of Altice N.V. issued $320,000 principal amount of the 7.75% Senior Notes due 2025 (the "Holdco Notes"), the proceeds from which were placed in escrow, to finance a portion of the purchase price for the Cequel Acquisition. The Holdco Notes bear interest at a rate of 7.75% per annum and were issued at a price of 98.275%. Interest on the Holdco Notes is payable semi-annually on January 15 and July 15 of each year. The Holdco Notes were automatically exchanged into an equal aggregate principal amount of 2025 Senior Notes at Cequel during the second quarter of 2016. The exchange resulted in a decrease to member's equity of approximately $315,352.

        The Issuers have no ability to service interest or principal on the Notes, other than through any dividends or distributions received from Suddenlink. Suddenlink is restricted in certain circumstances, from paying dividends or distributions to the Issuers by the terms of the New Credit Agreement. However, the Cequel Credit Agreement permits Suddenlink to make dividends and distributions subject to satisfaction of certain conditions, including pro forma compliance with a maximum senior secured leverage ratio, and that no event of default has occurred and is continuing, or would be caused by the making of such dividends or other distributions, and based on, among other things, availability under a restricted payment basket. The 2020 Notes, the 2021 Notes and the 2025 Senior Notes are unsecured and are not guaranteed by any subsidiaries of the Original Issuers, including Suddenlink.

        The Cequel Indentures contain certain covenants, agreements and events of default which are customary with respect to non-investment grade debt securities, including limitations on the Company's ability to incur additional indebtedness, pay dividends on or make other distributions or repurchase the Company's capital stock, make certain investments, enter into certain types of transactions with affiliates, create liens and sell certain assets or merge with or into other companies.

Notes Payable to Affiliates and Related Parties

        On June 21, 2016, in connection with the Cablevision Acquisition, the Company issued notes payable to affiliates aggregating $1,750,000, of which $875,000 bear interest at 10.75% and are due on December 20, 2023 and $875,000 bear interest at 11% and are due on December 20, 2024. The Company may redeem all or, part of the notes at a redemption price equal to 100% of the principal amount thereof plus the applicable premium, as defined in the notes agreement, and accrued and unpaid interest. For the year ended December 31, 2016, the Company recognized interest expense of $102,557 related to these notes payable. As of December 31, 2016, the accrued interest related to these notes of $102,557 is reflected in accrued interest in the Company's balance sheet.

Summary of Debt Maturities

        Total amounts payable by the Company under its various debt obligations outstanding as of December 31, 2016, including notes payable, collateralized indebtedness (see Note 10), and capital leases, during the next five years and thereafter, are as follows:

                                                                                                                                                                                    

Years Ending December 31,

 

Cablevision

 

Cequel

 

Altice USA

 

Total

 

2017

 

$

1,719,180

 

$

9,113

 

$

 

$

1,728,293

 

2018

 

 

2,103,441

 

 

8,652

 

 

 

 

2,112,093

 

2019

 

 

557,348

 

 

8,330

 

 

 

 

565,678

 

2020

 

 

526,340

 

 

1,508,213

 

 

 

 

2,034,553

 

2021

 

 

1,200,256

 

 

1,258,223

 

 

 

 

2,458,479

 

Thereafter

 

 

9,884,024

 

 

3,995,280

 

 

1,750,000

 

 

15,629,304

 

DERIVATIVE CONTRACTS AND COLLATERALIZED INDEBTEDNESS
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
DERIVATIVE CONTRACTS AND COLLATERALIZED INDEBTEDNESS
DERIVATIVE CONTRACTS AND COLLATERALIZED INDEBTEDNESS
Prepaid Forward Contracts
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 operations.
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 September 30, 2017, 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.  All of the counterparties to such transactions carry investment grade credit ratings as of September 30, 2017.
Put/Call Options
In the third quarter of 2017, the Company entered into a put-call contract that expires in the third quarter of 2018 whereby the Company sold a put option and purchased a call option with the same strike price. In connection with this transaction, the Company provided cash collateral of approximately $45,000 at September 30, 2017, which reflects the aggregate difference between the strike price and the closing price of the underlying shares and is reflected as restricted cash in our consolidated balance sheet. The fair value of the put-call contract of $48,326 as of September 30, 2017 is reflected in liabilities under derivative contracts on the Company’s balance sheet. For the three months ended September 30, 2017, $72,365 was recorded in the statement of operations as a loss on derivative contracts which reflected a change in the fair value of the put-call contract of $48,326 and a realized loss on the settlement of certain put-call options of $24,039. In October 2017, the Company settled the remaining put-call options and recognized an incremental loss of approximately $25,000.
Interest Rate Swap Contracts
In June 2016, the Company entered into two fixed to floating interest rate swap contracts. One fixed to floating interest rate swap is converting $750,000 from a fixed rate of 1.6655% to six-month LIBO rate and a second tranche of $750,000 from a fixed rate of 1.68% to six-month LIBO rate. The objective of these swaps is to cover the exposure of the 2026 Senior Secured Notes issued by Cequel to changes in the market interest rate. These swap contracts were not designated as hedges for accounting purposes. Accordingly, the changes in the fair value of these interest rate swap contracts are recorded through the statements of operations.
The Company does not hold or issue derivative instruments for trading or speculative purposes.
The following represents the location of the assets and liabilities associated with the Company's derivative instruments within the consolidated balance sheets:
 
 
 
 
Asset Derivatives
 
Liability Derivatives
Derivatives Not Designated as Hedging Instruments
 
Balance Sheet
Location
 
Fair Value at September 30, 2017
 
Fair Value at December 31, 2016
 
Fair Value at September 30, 2017
 
Fair Value at December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Prepaid forward contracts
 
Derivative contracts, current
 
$
54,578

 
$
352

 
$
(54,578
)
 
$
(13,158
)
Prepaid forward contracts
 
Derivative contracts, long-term
 

 
10,604

 
(52,488
)
 

Put/Call options
 
Liabilities under derivative contracts, current
 

 

 
(48,326
)
 

Interest rate swap contracts
 
Liabilities under derivative contracts, long-term
 

 

 
(69,271
)
 
(78,823
)
 
 
 
 
$
54,578

 
$
10,956

 
$
(224,663
)
 
$
(91,981
)

Gain (loss) related to the Company's derivative contracts related to the Comcast common stock for the three and nine months ended September 30, 2017 of $55,602 and $(81,905), respectively, are reflected in gain (loss) on derivative contracts, net in the Company's consolidated statement of operations.
For the three and nine months ended September 30, 2017, the Company recorded a gain (loss) on investments of $(18,900) and $169,888, respectively, representing the net increase (decrease) in the fair values of the investment securities pledged as collateral. 
For the three and nine months ended September 30, 2017, the Company recorded a gain on interest rate swap contracts of $1,051 and $12,539, respectively.
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 during the nine months ended September 30, 2017
Number of shares (a)
21,477,618

Collateralized indebtedness settled
$
(617,151
)
Derivatives contracts settled
(37,838
)
 
(654,989
)
Proceeds from new monetization contracts
662,724

Net cash proceeds
$
7,735

______________________
(a)
Share amounts are adjusted for the 2 for 1 stock split in February 2017.
The cash to settle the collateralized indebtedness 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 April 2017, the Company entered into new monetization contracts related to 32,153,118 shares of Comcast common stock held by Cablevision, which synthetically reversed the existing contracts related to these shares (the "Synthetic Monetization Closeout"). As the existing collateralized debt matures, the Company will settle the contracts with proceeds received from the new monetization contracts. The new monetization contracts mature on April 28, 2021. The new monetization contracts provide the Company with downside protection below the hedge price of $35.47 and upside benefit of stock price appreciation up to $44.72 per share. In connection with the execution of these contracts, the Company recorded (i) the fair value of the equity derivative contracts of $64,793 (in a net asset position), (ii) notes payable of $111,657, representing the fair value of the existing equity derivative contracts, in a liability position, and (iii) a discount on notes payable of $46,864.
DERIVATIVE CONTRACTS AND COLLATERALIZED INDEBTEDNESS

DERIVATIVE CONTRACTS AND COLLATERALIZED INDEBTEDNESS

Prepaid Forward Contracts

        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 statement of operations.

        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, 2016, 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, 2016.

Interest Rate Swap Contracts

        In June 2016, the Company entered into two new fixed to floating interest rate swap contracts. One fixed to floating interest rate swap is converting $750,000 from a fixed rate of 1.6655% to six-month LIBO rate and a second tranche of $750,000 from a fixed rate of 1.68% to six-month LIBO rate. The objective of these swaps is to cover the exposure of the 2026 Senior Secured Notes to changes in the market interest rate. These swap contracts were not designated as hedges for accounting purposes. Accordingly, the changes in the fair value of these interest rate swap contracts are recorded through the statement of operations.

        The Company does not hold or issue derivative instruments for trading or speculative purposes.

        The following represents the location of the assets and liabilities associated with the Company's derivative instruments within the consolidated balance sheets:

                                                                                                                                                                                    

 

 

 

 

Asset
Derivatives

 

Liability
Derivatives

 

Derivatives Not Designated as Hedging Instruments

 

Balance Sheet Location

 

Fair Value at
December 31,
2016

 

Fair Value at
December 31,
2016

 

Prepaid forward contracts

 

Derivative contracts, current

 

$

352

 

$

13,158

 

Prepaid forward contracts

 

Derivative contracts, long-term

 

 

10,604

 

 

 

Interest rate swap contracts

 

Liabilities under derivative contracts, long-term

 

 

 

 

78,823

 

​  

​  

​  

​  

 

 

 

 

$

10,956

 

$

91,981

 

​  

​  

​  

​  

​  

​  

​  

​  

        Unrealized and realized losses related to Company's equity derivative contracts related to the Comcast common stock for the year ended December 31, 2016 of $53,696, are reflected in loss on equity derivative contracts, net in the Company's consolidated statement of operations.

        For the year ended December 31, 2016, the Company recorded a gain on investments of $141,538, representing the net increase in the fair values of all investment securities pledged as collateral.

        For the year ended December 31, 2016, the Company recorded a net loss on interest rate swap contracts of $72,961.

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.

                                                                                                                                                                                    

Number of shares(a)

 

 

5,337,750

 

​  

​  

​  

​  

Collateralized indebtedness settled

 

$

(143,102

)

Derivative contracts settled

 

 

 

​  

​  

 

 

 

(143,102

)

Proceeds from new monetization contracts

 

 

179,388

 

​  

​  

Net cash receipt

 

$

36,286

 

​  

​  

​  

​  


 

 

 

(a)          

Share amounts were adjusted for the 2 for 1 stock split in February 2017.

        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 2017, the Company settled collateralized indebtedness relating to 5,337,750 Comcast shares (adjusted for the 2 for 1 stock split in February 2017) 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 sheet of the Company as of December 31, 2016 reflect the reclassification of $184,286 of investment securities pledged as collateral from a current asset to a long-term asset and $150,036 of collateralized indebtedness from a current liability to a long-term liability.

FAIR VALUE MEASUREMENT
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
FAIR VALUE MEASUREMENT
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:
 
Fair Value
Hierarchy
 
September 30, 2017
 
December 31, 2016
Assets:
 
 
 
 
 
Money market funds (of which $14,700 is classified as restricted cash as of December 31, 2016)
Level I
 
$
65,801

 
$
100,139

Investment securities pledged as collateral
Level I
 
1,652,917

 
1,483,030

Prepaid forward contracts
Level II
 
54,578

 
10,956

Liabilities:
 
 
 
 
 
Prepaid forward contracts
Level II
 
107,066

 
13,158

Put/Call Options
Level II
 
48,326

 

Interest rate swap contracts
Level II
 
69,271

 
78,823

Contingent consideration related to 2017 acquisition
Level III
 
30,000

 


The Company's cash equivalents, investment securities and investment securities pledged as collateral are classified within Level I of the fair value hierarchy because they are valued using quoted market prices.
The Company's derivative contracts and liabilities under derivative contracts 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 fair value of the contingent consideration related to the acquisition in the first quarter of 2017 was estimated based on a probability assessment of attaining the targets. The estimated amount recorded as of September 30, 2017 is the full contractual amount.
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, Senior Secured Notes, Senior Guaranteed Notes, Notes Payable to Affiliates and Related Parties 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:
 
 
 
September 30, 2017
 
December 31, 2016
 
Fair Value
Hierarchy
 
Carrying
Amount (a)
 
Estimated
Fair Value
 
Carrying
Amount (a)
 
Estimated
Fair Value
Altice USA debt instruments:
 
 
 
 
 
 
 
 
 
Notes payable to affiliates and related parties
Level II
 
$

 
$

 
$
1,750,000

 
$
1,837,876

CSC Holdings debt instruments:
 
 
 

 
 

 
 

 
 

Credit facility debt
Level II
 
4,123,792

 
4,167,500

 
2,631,887

 
2,675,256

Collateralized indebtedness
Level II
 
1,314,788

 
1,286,557

 
1,286,069

 
1,280,048

Senior guaranteed notes
Level II
 
2,290,748

 
2,460,675

 
2,289,494

 
2,416,375

Senior notes and debentures
Level II
 
6,412,789

 
7,421,261

 
6,732,816

 
7,731,150

Notes payable
Level II
 
76,442

 
72,802

 
13,726

 
13,260

Cablevision senior notes:
Level II
 
1,817,536

 
1,998,340

 
2,742,082

 
2,920,056

Cequel debt instruments:
 
 


 


 


 


Cequel credit facility
Level II
 
1,253,110

 
1,261,838

 
812,903

 
815,000

Senior secured notes
Level II
 
2,569,559

 
2,745,750

 
2,566,802

 
2,689,750

Senior notes
Level II
 
2,762,543

 
3,036,850

 
3,176,131

 
3,517,275

Notes payable
Level II
 
3,083

 
3,083

 

 

 
 
 
$
22,624,390

 
$
24,454,656

 
$
24,001,910

 
$
25,896,046

 
(a)
Amounts are net of unamortized deferred financing costs and discounts.
The fair value estimates related to the Company's debt instruments presented above are made at a specific point in time, based on relevant market information and information about the financial instrument.  These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.
FAIR VALUE MEASUREMENT

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, 2016 (Successor)

 

 

 

Level I

 

Level II

 

Level III

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

100,139

 

$

 

$

 

$

100,139

 

Investment securities pledged as collateral

 

 

1,483,030

 

 

 

 

 

 

1,483,030

 

Prepaid forward contracts

 

 

 

 

10,956

 

 

 

 

10,956

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepaid forward contracts

 

 

 

 

13,158

 

 

 

 

13,158

 

Interest rate swap contracts

 

 

 

 

 

78,823

 

 

 

 

 

78,823

 

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

        The Company's derivative contracts and liabilities under derivative contracts 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.

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, Senior Secured Notes, Senior Guaranteed Notes, Notes Payable to Affiliates and Related Parties, 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:

                                                                                                                                                                                    

 

 

 

 

December 31, 2016

 

 

 

Fair Value
Hierarchy

 

Carrying
Amount(a)

 

Estimated
Fair Value

 

Altice USA debt instruments:

 

 

 

 

 

 

 

 

 

Notes payable to affiliates and related parties

 

Level II

 

$

1,750,000

 

$

1,837,876

 

CSC Holdings debt instruments:

 

 

 

 

 

 

 

 

 

Credit facility debt

 

Level II

 

 

2,631,887

 

 

2,675,256

 

Collateralized indebtedness(b)

 

Level II

 

 

1,286,069

 

 

1,280,048

 

Senior guaranteed notes

 

Level II

 

 

2,289,494

 

 

2,416,375

 

Senior notes and debentures(c)

 

Level II

 

 

6,732,816

 

 

7,731,150

 

Notes payable

 

Level II

 

 

13,726

 

 

13,260

 

Cablevision senior notes(d)

 

Level II

 

 

2,742,082

 

 

2,920,056

 

Cequel debt instruments:

 

 

 

 

 

 

 

 

 

Cequel credit facility

 

Level II

 

 

812,903

 

 

815,000

 

Senior Secured Notes

 

Level II

 

 

1,079,869

 

 

1,152,250

 

Senior Notes

 

Level II

 

 

4,663,064

 

 

5,054,775

 

​  

​  

​  

​  

 

 

 

 

$

24,001,910

 

$

25,896,046

 

​  

​  

​  

​  

​  

​  

​  

​  


 

 

 

(a)          

Amounts are net of unamortized deferred financing costs and discounts.

(b)          

The total carrying value of the collateralized debt was reduced by $9,142 to reflect its fair value on the Cablevision Acquisition Date.

(c)          

The total carrying value of the senior notes and debentures assumed in connection with the Cablevision Acquisition was reduced by $39,713 to reflect the fair value of the notes on the Cablevision Acquisition Date.

(d)          

The total carrying value of the senior notes and debentures assumed in connection with the Cablevision Acquisition was reduced by $13,075 to reflect the fair value of the notes on the Cablevision Acquisition Date.

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

INCOME TAXES
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
INCOME TAXES
INCOME TAXES
In general, the Company is required to use an estimated annual effective tax rate to measure the income tax expense or benefit recognized in an interim period. The estimated annual effective tax rate is revised on a quarterly basis and therefore may be different from the rate used in a prior interim period. In addition, certain items included in income tax expense as well as the tax impact of certain items included in pretax income from continuing operations must be treated as discrete items. The income tax expense or benefit associated with these discrete items is fully recognized in the interim period in which the items occur.
The Company recorded income tax benefit of $134,688 and $429,664 for the three and nine months ended September 30, 2017, respectively, reflecting an effective tax rate of 43% and 37%, respectively. Nondeductible share-based compensation expense for the three and nine months ended September 30, 2017 reduced income tax benefit by $6,002 and $16,373, respectively.
The Company recorded income tax benefit of $118,230 and $101,332 for the three and nine months ended September 30, 2016, respectively. On June 9, 2016 the common stock of Cequel Corporation was contributed to the Company. On June 21, 2016, the Company completed its acquisition of Cablevision. Accordingly, Cequel and Cablevision joined the federal consolidated and certain state combined income tax returns of the Company. As a result, the applicate tax rate used to measure deferred tax assets and liabilities increased, resulting in a non-cash deferred income tax charge of $153,660 in the second quarter of 2016. In addition, there was no state income tax benefit on the pre-merger accrued interest at Finco, resulting in additional deferred tax expense of $2,431 and $18,542 for the three and nine months ended September 30, 2016, respectively.
On January 1, 2017, the Company adopted ASU 2016-09 using the prospective transition method with respect to the presentation of excess tax benefits in the statement of cash flows. In connection with the adoption, a deferred tax asset of $308,231 for previously unrealized excess tax benefits related to share-based payment awards was recognized with the offset recorded to accumulated deficit.
As of September 30, 2017, the Company's federal net operating losses (“NOLs”) were approximately $2,674,000. The utilization of certain pre-merger NOLs of Cablevision and Cequel are limited pursuant to Internal Revenue Code Section 382. The Company does not expect such limitations to impact the ability to utilize the NOLs prior to their expiration.
INCOME TAXES

INCOME TAXES

        The Company files a federal consolidated and certain state combined income tax returns with its 80% or more owned subsidiaries. In connection with the contribution of common stock of Cequel to the Company, Cequel joined the Company's federal consolidated group. Cablevision joined the Company's federal consolidated group on the Cablevision Acquisition Date.

        Income tax benefit attributable to the Company's continuing operations for the year ended December 31, 2016 consist of the following components:

                                                                                                                                                                                    

Current expense (benefit):

 

 

 

 

Federal

 

$

(981

)

State

 

 

5,310

 

​  

​  

 

 

 

4,329

 

​  

​  

Deferred benefit:

 

 

 

 

Federal

 

 

(223,159

)

State

 

 

(40,830

)

​  

​  

 

 

 

(263,989

)

​  

​  

Tax benefit relating to uncertain tax positions

 

 

(6

)

​  

​  

Income tax benefit

 

$

(259,666

)

​  

​  

​  

​  

        The income tax benefit attributable to the Company's 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:

                                                                                                                                                                                    

 

 

December 31,
2016

 

Federal tax benefit at statutory rate

 

$

(381,901

)

State income taxes, net of federal impact

 

 

(39,336

)

Changes in the valuation allowance

 

 

297

 

Changes in the state rates used to measure deferred taxes, net of federal impact

 

 

153,239

 

Tax benefit relating to uncertain tax positions

 

 

(120

)

Non-deductible share-based compensation related to the carried unit plan

 

 

5,029

 

Non-deductible Cablevision Acquisition transaction costs

 

 

4,457

 

Other non-deductible expenses

 

 

1,551

 

Research credit

 

 

(400

)

Other, net

 

 

(2,482

)

​  

​  

Income tax benefit

 

$

(259,666

)

​  

​  

​  

​  

        As described in Note 1, in June, 2016, (i) Cequel was contributed to Altice USA and (ii) Altice USA completed the Cablevision Acquisition. Accordingly, in the second quarter of 2016, Cequel and Cablevision joined the federal consolidated and certain state combined income tax returns of Altice USA. As a result, the applicate tax rate used to measure deferred tax assets and liabilities of Cequel increased, resulting in a non-cash deferred income tax charge of $153,660.

        In the fourth quarter of 2016, ASU 2015-17 was adopted with prospective application. Accordingly, all deferred tax assets and liabilities are presented as noncurrent in the consolidated balance sheet as of December 31, 2016.

        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, 2016 are as follows.

                                                                                                                                                                                    

 

 

December 31,
2016

 

NOLs and tax credit carry forwards

 

$

971,728

 

Compensation and benefit plans

 

 

93,939

 

Partnership investments

 

 

113,473

 

Restructuring liability

 

 

37,393

 

Other liabilities

 

 

45,561

 

Liabilities under derivative contracts

 

 

31,529

 

Interest deferred for tax purposes

 

 

39,633

 

Other

 

 

6,615

 

​  

​  

Deferred tax asset

 

 

1,339,871

 

Valuation allowance

 

 

(3,125

)

​  

​  

Net deferred tax asset, noncurrent

 

 

1,336,746

 

​  

​  

Fixed assets and intangibles

 

 

(9,065,635

)

Investments

 

 

(187,795

)

Prepaid expenses

 

 

(10,172

)

Fair value adjustment- debt and deferred finance costs

 

 

(30,535

)

Other

 

 

(9,424

)

​  

​  

Deferred tax liability, noncurrent

 

 

(9,303,561

)

​  

​  

Total net deferred tax liability

 

$

(7,966,815

)

​  

​  

​  

​  

        The Cablevision Acquisition resulted in an ownership change under Internal Revenue Code ("IRC") Section 382 and certain state taxing authorities whereby Cablevision's federal net operating losses ("NOLs") immediately prior to the Cablevision Acquisition of $877,975 will be subject to certain limitations. The Cequel Acquisition resulted in a third ownership change with regard to Cequel NOLs. Utilization of Cequel NOLs of $1,709,263 are limited under IRC Section 382. The utilization of the NOLs will be determined based on the ordering rules required by the applicable taxing jurisdiction. Since the limitation amounts accumulate for future use to the extent they are not utilized in any given year, the Company believes its loss carryforwards should become fully available to offset future taxable income.

        At December 31, 2016, the Company had consolidated federal NOLs of $3,078,119 expiring on various dates from 2019 through 2036. The Company has recorded a deferred tax asset related to $2,302,619 of such NOLs. A deferred tax asset has not been recorded for the remaining NOL of $775,500 as this portion relates to 'windfall' deductions on share-based awards that have not yet been realized. In connection with the adoption of ASU 2016-09 in the first quarter of 2017, the deferred tax asset for such windfall deductions will be recorded to accumulated deficit in the amount of approximately $309,000.

        As of December 31, 2016, the Company has $43,215 of federal alternative minimum tax credit carry forwards which do not expire and $18,672 of research credits, expiring in varying amounts from 2023 through 2036.

        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. In evaluating the need for a valuation allowance, management takes into account various factors, including the expected level of future taxable income, available tax planning strategies and reversals of existing taxable 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. Pursuant to the Cablevision Acquisition and Cequel Acquisition, deferred tax liabilities resulting from the book fair value adjustment increased significantly and future taxable income that will result from the reversal of existing taxable temporary differences for which deferred tax liabilities are recognized is sufficient to conclude it is more likely than not that the Company will realize all of its gross deferred tax assets, except those deferred tax assets against which a valuation allowance has been recorded which relate to certain state NOLs.

        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:

                                                                                                                                                                                    

Balance at January 1, 2016

 

$

 

Increase to tax position in connection with the Cablevision Acquisition

 

 

4,031

 

Decreases related to prior year tax positions

 

 

(6

)

​  

​  

Balance at December 31, 2016

 

$

4,025

 

​  

​  

​  

​  

        As of December 31, 2016, 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 $5,185.

        In the second quarter of 2016, the Company changed its accounting policy on a prospective basis to present interest expense relating to uncertain tax positions as additional interest expense. In the period ended December 31, 2016, $309 of interest expense relating to uncertain tax position was recorded to interest expense.

        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, Texas and West Virginia. The State of New York is presently auditing income tax returns for years 2009 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.

SHARE BASED COMPENSATION
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION
Certain employees of the Company and its affiliates received awards of units in a carry unit plan of Neptune Management LP, an entity which has an ownership interest in the Company. The awards generally vest as follows: 50% on the second anniversary of June 21, 2016 for Cablevision employees or December 21, 2015 for Cequel employees ("Base Date"), 25% on the third anniversary of the Base Date, and 25% on the fourth anniversary of the Base Date.  Neptune Holding US GP LLC, the general partner of Neptune Management LP, has the right to repurchase (or to assign to an affiliate, including the Company, the right to repurchase) vested awards held by employees for sixty days following their termination.  For performance-based awards under the plan, vesting occurs upon achievement or satisfaction of a specified performance condition. The Company considered the probability of achieving the established performance targets in determining the share-based compensation with respect to these awards at the end of each reporting period. The carry unit plan has 259,442,785 units authorized for issuance, of which 215,295,834 have been issued to employees of the Company and 11,300,000 have been issued to employees of Altice N.V. and affiliated companies as of September 30, 2017.
Beginning on the fourth anniversary of the Base Date, the holders of carry units have an annual opportunity (a sixty day period determined by the administrator of the plan) to sell their units back to Neptune Holding US GP LLC (or affiliate, including the Company, designated by Neptune Holding US GP LLC). Accordingly, the carry units are presented as temporary equity on the consolidated balance sheets at fair value. Adjustments to fair value at each reporting period are recorded in paid-in capital.
The right of Neptune Holding US GP LLC to assign to an affiliate, including the Company, the right to repurchase an employee’s vested units during the sixty-day period following termination, or to satisfy its obligation to repurchase an employee’s vested units during annual 60 day periods following the fourth anniversary of the Base Date, may be exercised by Neptune Holding US GP LLC in its discretion at the time a repurchase right or obligation arises. The carry unit plan requires the purchase price payable to the employee or former employee, as the case may be, to be paid in cash, a promissory note (with a term of not more than 3 years and bearing interest at the long-term applicable federal rate under Section 1274(d) of the Internal Revenue Code) or combination thereof, in each case as determined by Neptune Holding US GP LLC in its discretion at the time of the repurchase. Neptune Holding US GP LLC expects that vested units will be redeemed for shares of the Company's Class A common stock upon vesting.
The Company measures the cost of employee services received in exchange for carry units based on the fair value of the award at grant date. For carry unit awards granted in 2016, an option pricing model was used which requires subjective assumptions for which changes in these assumptions could materially affect the fair value of the carry units outstanding. The time to liquidity event assumption was based on management’s judgment. The equity volatility assumption was estimated using the historical weekly volatility of publicly traded comparable companies. The risk-free rate assumed was based on the U.S. Constant Maturity Treasury Rates for a period matching the expected time to liquidity event. The discount for lack of marketability was based on Finnerty's (2012) average-strike put option model.
For carry unit awards granted in the first and second quarter of 2017, the Company estimated the grant date fair value based on the value established in the Company's IPO.
The following table summarizes activity relating to carry units:
 
Number of Time
Vesting Awards
 
Number of Performance
Based Vesting Awards
 
Weighted Average Grant Date Fair Value
Balance, December 31, 2016
192,800,000

 
10,000,000

 
$
0.37

Granted
28,025,000

 

 
3.14

Forfeited
(4,229,166
)
 

 
0.37

Balance, September 30, 2017
216,595,834

 
10,000,000

 
0.71

Awards vested at September 30, 2017

 

 
 

The weighted average fair value per unit was $1.76 and $3.49 as of December 31, 2016 and September 30, 2017, respectively. For the three and nine months ended September 30, 2017, the Company recognized an expense of $15,005 and $40,932 related to the push down of share-based compensation related to the carry unit plan of which approximately $14,448 and $39,150 related to units granted to employees of the Company and $557 and $1,782 related to employees of Altice N.V. and affiliated companies allocated to the Company.
SHARE BASED COMPENSATION

EQUITY AND LONG-TERM INCENTIVE PLANS

Equity Plans

        In July 2016, certain employees of the Company and its affiliates received awards of units in a carry unit plan of Neptune Management LP, an entity which has an ownership interest in the Company. The awards generally will vest as follows: 50% on the second anniversary of June 21, 2016 for Cablevision employees or December 21, 2015 for Cequel employees ("Base Date"), 25% on the third anniversary of the Base Date, and 25% on the fourth anniversary of the Base Date. Neptune Holding US GP LLC, the general partner of Neptune Management LP, has the right to repurchase (or to assign to an affiliate, including the Company, the right to repurchase) vested awards held by employees for sixty days following their termination. For the performance-based awards, vesting occurs upon achievement or satisfaction of a specified performance condition. The Company considered the probability of achieving the established performance targets in determining the equity-based compensation with respect to these awards at the end of each reporting period. The carried unit plan has 259,442,785 units authorized for issuance, of which 147,700,000 have been issued to employees of the Company and 55,100,000 have been issued to employees of Altice N.V. and affiliated companies.

        The Company measures the cost of employee services received in exchange for carry units based on the fair value of the award at grant date. An option pricing model was used which requires subjective assumptions for which changes in these assumptions could materially affect the fair value of the carry units outstanding. The time to liquidity event assumption was based on management's judgment. The equity volatility assumption of 60% was estimated using the historical weekly volatility of publicly traded comparable companies. The risk-free rate of 0.74% assumed in valuing the units was based on the U.S. Constant Maturity Treasury Rates for a period matching the expected time to liquidity event. The discount for lack of marketability of 20% was based on Finnerty's (2012) average-strike put option model. The weighted average grant date fair value of the outstanding units is $0.37 per unit and the fair value was $1.76 per unit as of December 31, 2016. For the year ended December 31, 2016, the Company recognized an expense of $14,368 related to the push down of share-based compensation related to the carry unit plan of which approximately $9,849 related to units granted to employees of the Company and $4,519 related to employees of Altice N.V. and affiliated companies allocated to the Company.

        Beginning on the fourth anniversary of the Base Date, the holders of carry units have an annual opportunity (a sixty day period determined by the administrator of the plan) to sell their units back to Neptune Holding US GP LLC (or affiliate, including the Company, designated by Neptune Holding US GP). Accordingly, the carried units are presented as temporary equity on the consolidated balance sheet at fair value. Adjustments to fair value at each reporting period are recorded in paid in capital.

        The right of Neptune Holding US GP LLC to assign to an affiliate, including the Company, the right to repurchase an employee's vested units during the sixty-day period following termination, or to satisfy its obligation to repurchase an employee's vested units during annual sixty-day periods following the fourth anniversary of the Base Date, may be exercised by Neptune Holding US GP LLC in its discretion at the time a repurchase right or obligation arises. The carry unit plan requires the purchase price payable to the employee or former employee, as the case may be, to be paid in cash, a promissory note (with a term of not more than 3 years and bearing interest at the long-term applicable federal rate under Section 1274(d) of the Internal Revenue Code) or combination thereof, in each case as determined by Neptune Holding US GP LLC in its discretion at the time of the repurchase. Neptune Holding US GP LLC expects that vested units will be redeemed for shares of Class A common stock upon vesting.

COMMITMENTS AND CONTINGENCIES
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES
Legal Matters
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 Cablevision, and as a result, those stations and networks were unavailable on Cablevision's cable television systems. On October 30, 2010, Cablevision and Fox reached an agreement on new affiliation agreements for these stations and networks, and carriage was restored. Several purported class action lawsuits alleging breach of contract, unjust enrichment, and consumer fraud and seeking unspecified compensatory damages, punitive damages and attorneys' fees were subsequently filed on behalf of Cablevision'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. On March 28, 2012, in ruling on Cablevision's motion to dismiss, the Court dismissed all of plaintiffs’ claims, except for breach of contract.  On March 30, 2014, the Court granted plaintiffs’ motion for class certification. The parties have entered into a settlement agreement, which is subject to Court approval. As of December 31, 2016, the Company had an estimated liability associated with a potential settlement totaling $5,200. During the nine months ended September 30, 2017, the Company recorded an additional liability of $800. The amount ultimately paid in connection with the proposed settlement could exceed the amount recorded.
In October 2015, the New York Attorney General began an investigation into whether the major Internet Service Providers in New York State deliver advertised Internet speeds. The Company is cooperating with this investigation and is currently in discussions with the New York Attorney General about resolving the investigation as to the Company, which resolution may involve operational and or financial components. While the Company is unable to predict the outcome of the investigation or these discussions, at this time it does not expect that the outcome will have a material adverse effect on its operations, financial conditions or cash flows.
The Company receives notices from third parties and, in some cases, 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 matters or reasonably estimate a range of possible loss.
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.
COMMITMENTS AND CONTINGENCIES

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, 2016 are as follows:

                                                                                                                                                                                    

 

 

Payments Due by Period

 

 

 

Total

 

Year 1

 

Years 2 - 3

 

Years 4 - 5

 

More than
5 years

 

Off balance sheet arrangements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase obligations(a)

 

$

7,136,605

 

$

2,396,634

 

$

3,307,915

 

$

1,394,318

 

$

37,738

 

Guarantees(b)

 

 

19,793

 

 

3,909

 

 

15,884

 

 

 

 

 

Letters of credit(c)

 

 

114,251

 

 

220

 

 

14,297

 

 

99,734

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

$

7,270,649

 

$

2,400,763

 

$

3,338,096

 

$

1,494,052

 

$

37,738

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


 

 

 

(a)          

Purchase obligations primarily include contractual commitments with various programming vendors to provide video services to customers 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 2016 multiplied by the per subscriber rates or the stated annual fee, as applicable, contained in the executed agreements in effect as of December 31, 2016.

(b)          

Includes franchise and performance surety bonds primarily for the Company's cable television systems.

(c)          

Represent letters of credit guaranteeing performance to municipalities and public utilities and payment of insurance premiums. Payments due by period for these arrangements represent the year in which the commitment expires although payments under these arrangements are required only in the event of nonperformance.

        The table above does not include obligations for payments required to be made under multi-year franchise agreements based on a percentage of revenues generated from video service per year.

        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.

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. On December 7, 2015, the parties entered into a settlement agreement, which is subject to approval by the Court. On December 11, 2015, plaintiffs filed a motion for preliminary approval of the settlement, conditional certification of the settlement class, and approval of a class notice distribution plan. On March 10, 2016 the Court granted preliminary approval of the settlement and approved the class notice distribution plan. Class notice distribution and the claims submission process have now concluded. The Court granted final approval of the settlement on September 12, 2016, and the effective date of the settlement was October 24, 2016. The Company recorded an expense of $15,600 in connection with settlement. As of December 31, 2016, the Company has an estimated liability associated with the settlement of $6,100 representing the cost of benefits to class members that are reasonably expected to be provided and has paid out $9,500 in attorneys' fees.

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 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 expired on February 27, 2015. Expert discovery commenced on May 5, 2014, and concluded on December 8 and 28, 2015, when the Court ruled on the pending expert discovery motions. On January 26, 2016, the Court approved a schedule for filing of summary judgment motions. Plaintiffs filed a motion for summary judgment on March 31, 2016. The Company filed its own summary judgment motion on June 13, 2016. The parties are actively engaged in settlement discussions although financial terms have not yet been finalized. The motions for summary judgment have been denied with leave to re-file in the event the discussions between the parties are not successful. In the period ended June 21, 2016 to December 31, 2016, the Company recorded an estimated liability associated with a potential settlement totaling $5,200. The amount ultimately paid in connection with a possible settlement could exceed the amount recorded.

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.

        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.

SEGMENT INFORMATION
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
SEGMENT INFORMATION
SEGMENT INFORMATION
The Company classifies its operations into two reportable segments: Cablevision and Cequel. 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 EBITDA, a non-GAAP measure.  The Company defines Adjusted EBITDA as net income (loss) excluding income taxes, income (loss) from discontinued operations, non-operating other income or expenses, loss on extinguishment of debt and write-off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on investments, interest expense (including cash interest expense), interest income, depreciation and amortization (including impairments), share-based compensation expense or benefit, restructuring expense or credits and transaction expenses.  The Company has presented the components that reconcile Adjusted EBITDA to operating income, an accepted GAAP measure:
 
Three Months Ended September 30, 2017
 
Three Months Ended September 30, 2016
 
Cablevision
 
Cequel
 
Total
 
Cablevision (a)
 
Cequel
 
Total
Operating income (loss)
$
11,185

 
$
123,679

 
$
134,864

 
$
39,947

 
$
102,832

 
$
142,779

Share-based compensation
11,555

 
3,450

 
15,005

 
1,091

 
579

 
1,670

Restructuring and other expense
35,364

 
18,084

 
53,448

 
45,176

 
2,640

 
47,816

Depreciation and amortization (including impairments)
656,102

 
167,163

 
823,265

 
481,497

 
189,432

 
670,929

Adjusted EBITDA
$
714,206

 
$
312,376

 
$
1,026,582

 
$
567,711

 
$
295,483

 
$
863,194

 
Nine months ended September 30, 2017
 
Nine months ended September 30, 2016
 
Cablevision
 
Cequel
 
Total
 
Cablevision (a)
 
Cequel
 
Total
Operating income (loss)
$
244,667

 
$
395,213

 
$
639,880

 
$
(32,133
)
 
$
274,575

 
$
242,442

Share-based compensation
28,597

 
12,335

 
40,932

 
1,091

 
579

 
1,670

Restructuring and other expense
105,182

 
37,583

 
142,765

 
143,891

 
11,195

 
155,086

Depreciation and amortization (including impairments)
1,641,477

 
497,299

 
2,138,776

 
526,057

 
559,872

 
1,085,929

Adjusted EBITDA
$
2,019,923

 
$
942,430

 
$
2,962,353

 
$
638,906

 
$
846,221

 
$
1,485,127

 
(a) Reflects operating results of Cablevision from the date of acquisition.
A reconciliation of reportable segment amounts to the Company's consolidated balances are as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Operating income for reportable segments
$
134,864

 
$
142,779

 
$
639,880

 
$
242,442

Items excluded from operating income:

 

 
 
 
 
Interest expense
(379,064
)
 
(446,242
)
 
(1,232,730
)
 
(1,015,866
)
Interest income
961

 
404

 
1,373

 
12,787

Gain (loss) on investments, net
(18,900
)
 
24,833

 
169,888

 
83,467

Gain (loss) on derivative contracts, net
(16,763
)
 
773

 
(154,270
)
 
(26,572
)
Gain (loss) on interest rate swap contracts
1,051

 
(15,861
)
 
12,539

 
24,380

Loss on extinguishment of debt and write-off of deferred financing costs
(38,858
)
 

 
(600,240
)
 
(19,948
)
Other income (expense), net
(65
)
 
2,531

 
832

 
2,548

Loss before income taxes
$
(316,774
)
 
$
(290,783
)
 
$
(1,162,728
)
 
$
(696,762
)

The following tables present the composition of revenue by segment for the three and nine months ended September 30, 2017 and 2016:
 
Three Months Ended September 30, 2017
 
Three Months Ended September 30, 2016
 
Cablevision
 
Cequel
 
Eliminations
 
Total
 
Cablevision (a)
 
Cequel
 
Total
Residential:
 
 
 
 
 
 
 
 
 
 
 
 
 
Pay TV
$
782,214

 
$
272,178

 
$

 
$
1,054,392

 
$
772,886

 
$
279,109

 
$
1,051,995

Broadband
404,153

 
241,941

 

 
646,094

 
366,166

 
212,439

 
578,605

Telephony
172,904

 
31,849

 

 
204,753

 
178,000

 
38,186

 
216,186

Business services and wholesale
230,274

 
94,486

 

 
324,760

 
220,352

 
89,014

 
309,366

Advertising
67,563

 
17,456

 
(480
)
 
84,539

 
67,815

 
20,944

 
88,759

Other
7,211

 
5,426

 

 
12,637

 
9,480

 
5,830

 
15,310

Total Revenue
$
1,664,319

 
$
663,336

 
$
(480
)
 
$
2,327,175

 
$
1,614,699

 
$
645,522

 
$
2,260,221

 
Nine Months Ended September 30, 2017
 
Nine Months Ended September 30, 2016
 
Cablevision (a)
 
Cequel
 
Eliminations
 
Total
 
Cablevision (a)
 
Cequel
 
Total
Residential:
 
 
 
 
 
 
 
 
 
 
 
 
 
Pay TV
$
2,356,230

 
$
829,380

 
$

 
$
3,185,610

 
$
859,932

 
$
840,354

 
$
1,700,286

Broadband
1,177,731

 
709,548

 

 
1,887,279

 
406,057

 
613,012

 
1,019,069

Telephony
524,696

 
99,381

 

 
624,077

 
198,282

 
116,855

 
315,137

Business services and wholesale
690,168

 
278,123

 

 
968,291

 
244,685

 
260,278

 
504,963

Advertising
203,351

 
54,384

 
(480
)
 
257,255

 
75,458

 
63,476

 
138,934

Other
21,366

 
17,314

 

 
38,680

 
14,145

 
18,777

 
32,922

Total Revenue
$
4,973,542

 
$
1,988,130

 
$
(480
)
 
$
6,961,192

 
$
1,798,559

 
$
1,912,752

 
$
3,711,311

 
(a) Reflects revenue from the Cablevision Acquisition Date.
Capital expenditures (cash basis) by reportable segment are presented below:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Cablevision
$
228,594

 
$
150,815

 
$
550,231

 
$
150,965

Cequel
75,042

 
97,341

 
213,067

 
226,761

 
$
303,636

 
$
248,156

 
$
763,298

 
$
377,726


All revenues and assets of the Company's reportable segments are attributed to or located in the United States.
Total assets by segment are not provided as such amounts are not regularly reviewed by the chief operating decision maker for purposes of decision making regarding resource allocations.
SEGMENT INFORMATION

SEGMENT INFORMATION

        The Company classifies its operations into two reportable segments: Cablevision and Cequel. 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 EBITDA, a non-GAAP measure. The Company defines Adjusted EBITDA as net income (loss) excluding income taxes, income (loss) from discontinued operations, non-operating other income or expenses, loss on extinguishment of debt and write-off of deferred financing costs, gain (loss) on equity derivative contracts, gain (loss) on investments, interest expense (including cash interest expense), interest income, depreciation and amortization (including impairments), share-based compensation expense or benefit, restructuring expense or credits and transaction expenses. The Company has presented the components that reconcile Adjusted EBITDA to operating income, an accepted GAAP measure for the year ended December 31, 2016.

                                                                                                                                                                                    

 

 

Cablevision

 

Cequel

 

Total

 

Operating income

 

$

74,865

 

$

384,801

 

$

459,666

 

Share-based compensation

 

 

9,164

 

 

5,204

 

 

14,368

 

Restructuring and other expense

 

 

212,150

 

 

28,245

 

 

240,395

 

Depreciation and amortization (including impairments)

 

 

963,665

 

 

736,641

 

 

1,700,306

 

​  

​  

​  

​  

​  

​  

Adjusted EBITDA

 

$

1,259,844

 

$

1,154,891

 

$

2,414,735

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        A reconciliation of reportable segment amounts to the Company's consolidated balances for the year ended December 31, 2016 is as follows:

                                                                                                                                                                                    

Operating income for reportable segments

 

$

459,666

 

Items excluded from operating income:

 

 

 

 

Interest expense

 

 

(1,456,541

)

Interest income

 

 

13,811

 

Gain on investments, net

 

 

141,896

 

Loss on equity derivative contracts, net

 

 

(53,696

)

Loss on interest rate swap contracts

 

 

(72,961

)

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

 

 

(127,649

)

Other income, net

 

 

4,329

 

​  

​  

Loss before income taxes

 

$

(1,091,145

)

​  

​  

​  

​  

        The following table presents the composition of revenue by segment for the year ended December 31, 2016:

                                                                                                                                                                                    

 

 

Cablevision

 

Cequel

 

Total

 

Revenue:

 

 

 

 

 

 

 

 

 

 

Residential:

 

 

 

 

 

 

 

 

 

 

Video

 

$

1,638,691

 

$

1,120,525

 

$

2,759,216

 

High-speed data

 

 

782,615

 

 

834,414

 

 

1,617,029

 

Voice

 

 

376,034

 

 

153,939

 

 

529,973

 

Business Services

 

 

468,632

 

 

350,909

 

 

819,541

 

Advertising

 

 

157,331

 

 

88,371

 

 

245,702

 

Other

 

 

20,749

 

 

25,002

 

 

45,751

 

​  

​  

​  

​  

​  

​  

Total Revenue

 

$

3,444,052

 

$

2,573,160

 

$

6,017,212

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        Capital expenditures for the year ended December 31, 2016 by reportable segment are presented below:

                                                                                                                                                                                    

Cablevision

 

$

298,357

 

Cequel

 

 

327,184

 

​  

​  

 

 

$

625,541

 

​  

​  

​  

​  

        All revenues and assets of the Company's reportable segments are attributed to or located in the United States.

        Total assets by segment are not provided as such amounts are not regularly reviewed by the chief operating decision maker for purposes of decision making regarding resource allocations.

SUBSEQUENT EVENT
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
SUBSEQUENT EVENT

SUBSEQUENT EVENT

        On October 31, 2017, CSC Holdings made a voluntary repayment under its revolving credit facility of $500,000.

 

SUBSEQUENT EVENT

SUBSEQUENT EVENTS

        In January 2017, CSC Holdings borrowed $225,000 under its revolving credit facility and in February 2017, made a repayment of $175,000 with cash on hand.

        On March 15, 2017, CSC Holdings priced $3,000,000 of 8.25-year senior secured term loans with institutional investors. The new senior secured term loans will bear interest at 2.25% over LIBO rate. The closing of the new financing is subject to closing conditions and the proceeds will be used to refinance the entire $2,500,000 principal amount of loans under CSC Holdings Term Credit Facility that matures in October 2024 and redeem $500,000 of the 8.625% Senior Notes due September 2017 issued by Cablevision.

        On March 15, 2017, Altice US Finance I Corporation priced $1,265,000 of 8.25-year senior secured term loans with institutional investors. The new senior secured term loans will bear interest at 2.25% over LIBO rate. The closing of the new financing is subject to closing conditions and the proceeds will be used to refinance the $815,000 principal amount of loans under the term loan facility that matures in January 2025 and redeem $450,000 of the 2020 Notes.

        In April 2017, the Company made a cash distribution of $169,950 to the Company's stockholders.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
Recently Adopted Accounting Pronouncement
In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which provides simplification of income tax accounting for share-based payment awards. The new guidance became effective for the Company on January 1, 2017. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value will be applied using the modified retrospective transition method. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term were applied prospectively. The Company elected to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using the prospective transition method. In connection with the adoption on January 1, 2017, a deferred tax asset of approximately $308,231 for previously unrealized excess tax benefits was recognized with the offset recorded to accumulated deficit.
Recently Issued But Not Yet Adopted Accounting Pronouncements
In May 2017, the FASB issued ASU No. 2017‑09, Compensation- Stock Compensation (Topic 718). ASU No. 2017‑09 provides clarity and guidance on which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU No. 2017‑09 becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied prospectively.
In March 2017, the FASB issued ASU No. 2017‑07 Compensation-Retirement Benefits (Topic 715). ASU No. 2017‑07 requires that an employer disaggregate the service cost component from the other components of net benefit cost. It also provides guidance on how to present the service cost component and the other components of net benefit cost in the income statement and what component of net benefit cost is eligible for capitalization. ASU No. 2017‑07 becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied retrospectively. The Company has not yet completed the evaluation of the effect that ASU No. 2017‑07 will have on its consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017‑04, Intangibles-Goodwill and Other (Topic 350). ASU No. 2017‑04 simplifies the subsequent measurement of goodwill by removing the second step of the two‑step impairment test. The amendment requires an entity to perform its annual, or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU No. 2017‑04 becomes effective for the Company on January 1, 2020 with early adoption permitted and will be applied prospectively.
In January 2017, the FASB issued ASU No. 2017‑01, Business Combinations (Topic 805), Clarifying the Definition of a Business, which amends Topic 805 to interpret the definition of a business by adding guidance to assist in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied prospectively.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. ASU No. 2016-15 also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The new guidance becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied retrospectively. The Company has not yet completed the evaluation of the effect that ASU No. 2016-15 will have on its consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases, which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance becomes effective for the Company on January 1, 2019 with early adoption permitted and will be applied using the modified retrospective method. The Company has not yet completed the evaluation of the effect that ASU No. 2016-02 will have on its consolidated financial statements.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities.  ASU No. 2016-01 modifies how entities measure certain equity investments and also modifies the recognition of changes in the fair value of financial liabilities measured under the fair value option. Entities will be required to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. For financial liabilities measured using the fair value option, entities will be required to record changes in fair value caused by a change in instrument-specific credit risk (own credit risk) separately in other comprehensive income. ASU No. 2016-01 becomes effective for the Company on January 1, 2018.  The Company has not yet completed the evaluation of the effect that ASU No. 2016-01 will have on its consolidated financial statements.
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. In August 2015, the FASB issued ASU No. 2015-14 that approved deferring the effective date by one year so that ASU No. 2014-09 would become effective for the Company on January 1, 2018. The FASB also approved, in July 2015, permitting the early adoption of ASU No. 2014-09, but not before the original effective date for the Company of January 1, 2017.
In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, in order to clarify the Codification and to correct any unintended application of the guidance. These items are not expected to have a significant effect on the current accounting standard. The amendments in this update affect the guidance in ASU No. 2014-09, which is not yet effective. ASU No. 2014-09 will be effective January 1, 2018 for the Company, reflecting the one-year deferral.  Early adoption of the standard is permitted but not before the original effective date. Companies can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact that the adoption of ASU No. 2014-09 will have on its consolidated financial statements and selecting the method of transition to the new standard. The Company currently expects the adoption to impact the timing of the recognition of residential installation revenue and the recognition of commission expenses.

Recently Adopted Accounting Pronouncements

        In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires that the statement of cash flows disclose the change during the period in the total of cash, cash equivalents, restricted cash and restricted cash equivalents. Restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of period total amounts shown on the statement of cash flows. ASU No. 2016-18 provides specific guidance on the presentation of restricted cash in the statement of cash flows. The new guidance was adopted as of December 31, 2016.

        In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-17 (Topic 740), Balance Sheet Classification of Deferred Taxes. This ASU amends existing guidance to require the presentation of deferred tax liabilities and assets as noncurrent within a classified statement of financial position. ASU No. 2015-17 was adopted by the Company in the fourth quarter 2016 and was applied prospectively to all deferred tax liabilities and assets.

        In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Prior to the issuance of the standard, entities were required to retrospectively apply adjustments made to provisional amounts recognized in a business combination. ASU No. 2015-16 was adopted by the Company on January 1, 2016.

        In April 2015, the FASB issued ASU No. 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. ASU No. 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. ASU No. 2015-05 was adopted by the Company on January 1, 2016 and did not have a material impact on the Company's consolidated financial statements.

        In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. In August 2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which clarifies the treatment of debt issuance costs from line-of-credit arrangements after adoption of ASU No. 2015-03. ASU No. 2015-15 clarifies that the Securities and Exchange Commission staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU No. 2015-03 was adopted by the Company on January 1, 2016.

        In August 2014, the FASB issued ASU No. 2014-15, Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern, which requires management to evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern, and to provide certain disclosures when it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. ASU No. 2014-15 was adopted by the Company for the annual period ended December 31, 2016.

        In June 2014, the FASB issued ASU No. 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period. ASU No. 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. Entities may apply the amendments in this ASU either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. ASU No. 2014-12 was adopted by the Company on January 1, 2016 on a prospective basis and did not have any impact on the Company's consolidated financial statements.

Recently Issued But Not Yet Adopted Accounting Pronouncements

        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. In August 2015, the FASB issued ASU No. 2015-14 that approved deferring the effective date by one year so that ASU No. 2014-09 would become effective for the Company on January 1, 2018. The FASB also approved, in July 2015, permitting the early adoption of ASU No. 2014-09, but not before the original effective date for the Company of January 1, 2017.

        In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, in order to clarify the Codification and to correct any unintended application of the guidance. These items are not expected to have a significant effect on the current accounting standard. The amendments in this update affect the guidance in ASU No. 2014-09, which is not yet effective. ASU No. 2014-09 will be effective, reflecting the one-year deferral, for interim and annual periods beginning after December 15, 2017 (January 1, 2018 for the Company). Early adoption of the standard is permitted but not before the original effective date. Companies can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact that the adoption of ASU No. 2014-09 will have on its consolidated financial statements and selecting the method of transition to the new standard. We currently expect the adoption to impact the timing of the recognition of residential installation revenue and the recognition of commission expenses.

        In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. ASU No. 2016-15 also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The new guidance becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied retrospectively. The Company has not yet completed the evaluation of the effect that ASU No. 2016-15 will have on its consolidated financial statements.

        In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which provides simplification of income tax accounting for share-based payment awards. The new guidance becomes effective for the Company on January 1, 2017 with early adoption permitted. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value will be applied using the modified retrospective transition method. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term will be applied prospectively. The Company may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. In connection with the adoption on January 1, 2017, a deferred tax asset of approximately $309,000 for previously unrealized excess tax benefits will be recognized with the offset recorded to accumulated deficit.

        In February 2016, the FASB issued ASU 2016-02, Leases, which increases transparency and comparability by recognizing a lessee's rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance becomes effective for the Company on January 1, 2019 with early adoption permitted and will be applied using the modified retrospective method. The Company has not yet completed the evaluation of the effect that ASU No. 2016-02 will have on its consolidated financial statements.

        In March 2017, the FASB issued ASU No. 2017-07 Compensation—Retirement Benefits (Topic 715). ASU No. 2017-07 requires that an employer disaggregate the service cost component from the other components of net benefit cost. It also provides guidance on how to present the service cost component and the other components of net benefit cost in the income statement and what component of net benefit cost is eligible for capitalization. ASU No. 2017-07 becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied retrospectively. The Company has not yet completed the evaluation of the effect that ASU No. 2017-07 will have on its consolidated financial statements.

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 programming and other direct costs and amounts received from the customer are recorded as revenue.

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 programming and other direct costs and amounts received from the customer are recorded as revenue. For the year ended December 31, 2016, the amount of franchise fees and certain other taxes and fees included as a component of revenue aggregated $154,732.

BUSINESS COMBINATIONS (Tables)
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
The following table provides the allocation of the total purchase price of $9,958,323 to the identifiable tangible and intangible assets and liabilities of Cablevision based on their respective fair values. The remaining useful lives represent the period over which acquired tangible and intangible assets with a finite life are being depreciated or amortized.
 
Fair Values
 
Estimated Useful Lives
 
 
 
 
Current assets
$
1,923,071

 
 
Accounts receivable
271,305

 
 
Property, plant and equipment
4,864,621

 
2-18 years
Goodwill
5,842,172

 
 
Indefinite-lived cable television franchises
8,113,575

 
Indefinite-lived
Customer relationships
4,850,000

 
8 to 18 years
Trade names (a)
1,010,000

 
12 years
Amortizable intangible assets
23,296

 
1-15 years
Other non-current assets
748,998

 
 
Current liabilities
(2,311,201
)
 
 
Long-term debt
(8,355,386
)
 
 
Deferred income taxes.
(6,832,773
)
 
 
Other non-current liabilities
(189,355
)
 
 
Total
$
9,958,323

 
 
 
(a)
See Note 8 for additional information regarding a change in the remaining estimated useful lives of the Company's trade names.

 

                                                                                                                                                                                    

 

 

Cablevision

 

Cequel

 

 

Preliminary
Fair Values

 

Estimated
Useful Lives

 

Fair Values

 

Estimated
Useful Lives

Current assets

 

$

1,923,071

 

 

 

$

161,874

 

 

Accounts receivable

 

 

271,305

 

 

 

 

180,422

 

 

Property, plant and equipment

 

 

4,864,621

 

2 - 18 years

 

 

2,107,220

 

3 - 13 years

Goodwill

 

 

5,838,959

 

 

 

 

2,153,741

 

 

Cable television franchise rights

 

 

8,113,575

 

Indefinite-lived

 

 

4,906,506

 

Indefinite-lived

Customer relationships

 

 

4,850,000

 

8 to 18 years

 

 

1,075,884

 

8 years

Trade names

 

 

1,010,000

 

12 years

 

 

56,782

 

2 years

Amortizable intangible assets

 

 

23,296

 

1 - 15 years

 

 

3,356

 

11 years

Other non-current assets

 

 

748,998

 

 

 

 

73,811

 

 

Current liabilities

 

 

(2,305,954

)

 

 

 

(534,662

)

 

Long-term debt

 

 

(8,355,386

)

 

 

 

(4,717,305

)

 

Deferred income taxes

 

 

(6,834,807

)

 

 

 

(1,492,017

)

 

Other non-current liabilities

 

 

(189,355

)

 

 

 

(2,084

)

 

​  

​  

​  

​  

Total

 

$

9,958,323

 

 

 

$

3,973,528

 

 

​  

​  

​  

​  

​  

​  

​  

​  

 

 
Nine Months Ended September 30, 2016
Revenue
$
6,848,916

Net loss
$
(527,851
)

        The following table presents the unaudited pro forma revenue, loss from continuing operations and net loss for the year ended December 31, 2016 as if the Cablevision Acquisition had occurred on January 1, 2016:

                                                                                                                                                                                    

Revenue

 

$

9,154,816

 

​  

​  

​  

​  

Net loss

 

$

(721,257

)

​  

​  

​  

​  

 

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
Non-Cash Investing and Financing Activities and Other Supplemental Data
The Company's non-cash investing and financing activities and other supplemental data were as follows:
 
Nine Months Ended September 30,
 
2017
 
2016
Non-Cash Investing and Financing Activities:
 
 
 
Continuing Operations:
 
 
 
Conversion of notes payable to affiliates and related parties of $1,750,000 (together with accrued and unpaid interest and applicable premium) to common stock (See Note 9)
$
2,264,252

 
$

Property and equipment accrued but unpaid
84,847

 
83,722

Leasehold improvements paid by landlord
3,998

 

Notes payable to vendor
25,879

 

Supplemental Data:
 
 
 
Cash interest paid
1,481,363

 
931,345

Income taxes paid, net
26,396

 
5,342

 
Non-Cash Investing and Financing Activities and Other Supplemental Data

        During 2016, the Company's non-cash investing and financing activities and other supplemental data were as follows:

                                                                                                                                                                                    

Non-Cash Investing and Financing Activities:

 

 

 

 

Continuing Operations:

 

 

 

 

Property and equipment accrued but unpaid

 

$

155,653

 

Distributions declared but not paid

 

 

79,617

 

Notes payable to vendor

 

 

12,449

 

Deferred financing costs accrued but unpaid

 

 

2,570

 

Supplemental Data:

 

 


 

 

Cash interest paid

 

 

1,092,114

 

Income taxes paid, net

 

 

1,538

 

 

RESTRUCTURING COSTS AND OTHER EXPENSE (Tables)
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
Restructuring Cost Activity
The following table summarizes the activity for the 2016 Restructuring Plan during 2017:
 
 
 
Severance and Other Employee Related Costs
 
Facility Realignment and Other Costs
 
Total
Accrual balance at December 31, 2016
$
102,119

 
$
8,397

 
$
110,516

Restructuring charges
140,071

 
1,007

 
141,078

Payments and other
(92,905
)
 
(3,833
)
 
(96,738
)
Accrual balance at September 30, 2017
$
149,285

 
$
5,571

 
$
154,856

Restructuring Cost Activity

        The following table summarizes the activity for the 2016 Restructuring Plan:

                                                                                                                                                                                    

 

 

Severance and
Other Employee
Related Costs

 

Facility
Realignment and
Other Costs

 

Total

 

Restructuring charges

 

$

215,420

 

$

11,157

 

$

226,577

 

Payments and other

 

 

(113,301

)

 

(2,760

)

 

(116,061

)

​  

​  

​  

​  

​  

​  

Accrual balance at December 31, 2016

 

$

102,119

 

$

8,397

 

$

110,516

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

INTANGIBLE ASSETS (Tables)
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
The following table summarizes information relating to the Company's acquired intangible assets as of September 30, 2017
 
Amortizable Intangible Assets
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
 
Estimated Useful Lives
 
 
 
 
 
 
 
 
Customer relationships
$
5,970,884

 
(1,207,217
)
 
$
4,763,667

 
8 to 18 years
Trade names (a)
1,067,083

 
(432,402
)
 
634,681

 
2 to 4 years
Other amortizable intangibles
37,052

 
(8,805
)
 
28,247

 
1 to 15 years
 
$
7,075,019

 
$
(1,648,424
)
 
$
5,426,595

 
 
 
(a)
On May 23, 2017, Altice N.V. announced the adoption of a global brand which will replace the Company's brands in the future, reducing the remaining useful lives of these trade name intangibles. The Company has estimated the remaining useful lives to be 3 years from the date of the adoption, which reflects one year as an in-use asset and two years as a defensive asset. Amortization expense is calculated on an accelerated basis based on the Company's estimate of the intangible asset during the in-use period. The remaining estimated value of the defensive asset once it is no longer in use will be amortized over the defensive period. Estimated amortization expense related to the Optimum and Lightpath trade names are approximately $545,805 for 2017 (of which $334,312 has been expensed through September 30, 2017), $355,006 for 2018, $46,627 for 2019 and $18,140 through May 2020.

        The following table summarizes information relating to the Company's acquired intangible assets as of December 31, 2016:

                                                                                                                                                                                    

 

 

Amortizable Intangible Assets

 

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Net Carrying
Amount

 

Estimated Useful
Lives

Customer relationships

 

$

5,925,884

 

$

(580,276

)

$

5,345,608

 

8 to 18 years

Trade names

 

 

1,066,783

 

 

(83,397

)

 

983,386

 

2 to 12 years

Other amortizable intangibles

 

 

26,743

 

 

(3,093

)

 

23,650

 

1 to 15 years

​  

​  

​  

​  

​  

​  

 

 

$

7,019,410

 

$

(666,766

)

$

6,352,644

 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

The following table summarizes information relating to the Company's acquired indefinite-lived intangible assets as of September 30, 2017
 
Cablevision
 
Cequel
 
Total
Cable television franchises
$
8,113,575

 
$
4,906,506

 
$
13,020,081

Goodwill
5,839,757

 
2,153,742

 
7,993,499

Total
$
13,953,332

 
$
7,060,248

 
$
21,013,580

        The following table summarizes information relating to the Company's acquired indefinite-lived intangible assets as of December 31, 2016:

                                                                                                                                                                                    

 

 

Optimum

 

Suddenlink

 

Total

 

Cable television franchises

 

$

8,113,575

 

$

4,906,506

 

$

13,020,081

 

Goodwill

 

 

5,838,959

 

 

2,153,741

 

 

7,992,700

 

​  

​  

​  

​  

​  

​  

Total

 

$

13,952,534

 

$

7,060,247

 

$

21,012,781

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

The carrying amount of goodwill is presented below:
Gross goodwill as of January 1, 2017
$
7,992,700

Goodwill recorded in connection with acquisition in first quarter 2017 (Cablevision Segment)
20,687

Adjustments to purchase accounting relating to Cablevision Acquisition
3,213

Transfer of Cablevision goodwill related to Altice Technical Services US Corp. (See Note 14 for further details)
(23,101
)
Net goodwill as of September 30, 2017
$
7,993,499

 

                                                                                                                                                                                    

Gross goodwill as of January 1, 2016

 

$

2,040,402

 

Goodwill recorded in connection with Cablevision Acquisition

 

 

5,838,959

 

Adjustments to purchase accounting relating to Cequel Acquisition

 

 

113,339

 

​  

​  

Net goodwill as of December 31, 2016

 

$

7,992,700

 

​  

​  

​  

​  

 

DEBT (Tables)
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
The following table provides details of the Company's outstanding credit facility debt:
 
 
 
 
 
 
 
Carrying Amount (a)
 
Maturity Date
 
Interest Rate
 
Principal
 
September 30, 2017
 
December 31, 2016
CSC Holdings Restricted Group:
 
 
 
 
 
 
 
 
 
Revolving Credit Facility (b)
$20,000 on October 9, 2020, remaining balance on November 30, 2021
 
4.49%
 
$
1,175,000

 
$
1,149,024

 
$
145,013

Term Loan Facility
July 17, 2025
 
3.48%
 
2,992,500

 
2,974,768

 
2,486,874

Cequel:
 
 
 
 
 
 
 
 
 
Revolving Credit Facility (c)
November 30, 2021
 
 

 

 

Term Loan Facility
July 28, 2025
 
3.49%
 
1,261,838

 
1,253,110

 
812,903

 
 
 
 
 
$
5,429,338

 
5,376,902

 
3,444,790

Less: Current portion
92,650

 
33,150

Long-term debt
$
5,284,252

 
$
3,411,640


(a)
The carrying amount is net of the unamortized deferred financing costs and/or discounts/premiums.
(b)
At September 30, 2017, $123,473 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $1,001,527 of the facility was undrawn and available, subject to covenant limitations.
(c)
At September 30, 2017, $16,575 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $333,425 of the facility was undrawn and available, subject to covenant limitations.

        The following table provides details of the Company's outstanding credit facility debt (net of unamortized financing costs and unamortized discounts):

                                                                                                                                                                                    

 

 

Maturity Date

 

Interest
Rate

 

Principal

 

Carrying Value(a)

 

CSC Holdings Restricted Group:

 

 

 

 

 

 

 

 

 

 

 

 

Revolving Credit Facility(b)

 

November 30, 2021

 

 

4.07

%

$

175,256

 

$

145,013

 

Term Credit Facility(c)

 

October 11, 2024

 

 

3.88

%

 

2,500,000

 

 

2,486,874

 

Cequel:

 

 

 

 

 

 

 

 

 

 

 

 

Revolving Credit Facility(d)

 

November 30, 2021

 

 

 

 

 

 

 

Term Credit Facility

 

January 15, 2025

 

 

3.88

%

 

815,000

 

 

812,903

 

​  

​  

​  

​  

 

 

 

 

 

 

 

$

3,490,256

 

 

3,444,790

 

​  

​  

​  

​  

Less: Current portion

 

 

 

 

 

 

 

 

 

 

33,150

 

​  

​  

Long-term debt

 

 

 

 

 

 

 

 

 

$

3,411,640

 

​  

​  

​  

​  


 

 

 

(a)          

The unamortized discounts and deferred financing costs amounted to $45,466 at December 31, 2016.

(b)          

Includes $100,256 of credit facility debt incurred to finance the Cablevision Acquisition. See discussion above regarding the amendment to the revolving credit facility entered into December 2016.

(c)          

Represents $3,800,000 principal amount of debt incurred to finance the Cablevision Acquisition, net of principal repayments made. See discussion above regarding the Extension Amendment entered into September 2016.

(d)          

At December 31, 2016, $17,031 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $332,969 of the facility was undrawn and available, subject to covenant limitations.

 

The following table summarizes the Company's senior guaranteed notes, senior secured notes and senior notes and debentures:
 
 
 
 
 
Interest Rate
 
Principal Amount
 
Carrying Amount (a)
Issuer
Date Issued
 
Maturity Date
 
 
 
September 30, 2017
 
December 31, 2016
CSC Holdings (b)(f)
February 6, 1998
 
February 15, 2018
 
7.875
%
 
$
300,000

 
$
303,531

 
$
310,334

CSC Holdings (b)(f)
July 21, 1998
 
July 15, 2018
 
7.625
%
 
500,000

 
511,312

 
521,654

CSC Holdings (c)(f)
February 12, 2009
 
February 15, 2019
 
8.625
%
 
526,000

 
544,422

 
553,804

CSC Holdings (c)(f)
November 15, 2011
 
November 15, 2021
 
6.750
%
 
1,000,000

 
957,954

 
951,702

CSC Holdings (c)(f)
May 23, 2014
 
June 1, 2024
 
5.250
%
 
750,000

 
657,903

 
650,193

CSC Holdings (e)
October 9, 2015
 
January 15, 2023
 
10.125
%
 
1,800,000

 
1,777,085

 
1,774,750

CSC Holdings (e)(l)
October 9, 2015
 
October 15, 2025
 
10.875
%
 
1,684,221

 
1,660,583

 
1,970,379

CSC Holdings (e)
October 9, 2015
 
October 15, 2025
 
6.625
%
 
1,000,000

 
986,394

 
985,469

CSC Holdings (g)
September 23, 2016
 
April 15, 2027
 
5.500
%
 
1,310,000

 
1,304,353

 
1,304,025

Cablevision (k)
September 23, 2009
 
September 15, 2017
 
8.625
%
 

 

 
926,045

Cablevision (c)(f)
April 15, 2010
 
April 15, 2018
 
7.750
%
 
750,000

 
757,515

 
767,545

Cablevision (c)(f)
April 15, 2010
 
April 15, 2020
 
8.000
%
 
500,000

 
491,224

 
488,992

Cablevision (c)(f)
September 27, 2012
 
September 15, 2022
 
5.875
%
 
649,024

 
568,796

 
559,500

Cequel and Cequel Capital Senior Notes (d)(m)
Oct. 25, 2012 Dec. 28, 2012
 
September 15, 2020
 
6.375
%
 
1,050,000

 
1,025,616

 
1,457,439

Cequel and Cequel Capital Senior Notes (d)
May 16, 2013 Sept. 9, 2014
 
December 15, 2021
 
5.125
%
 
1,250,000

 
1,132,926

 
1,115,767

Altice US Finance I Corporation Senior Secured Notes (h)
June 12, 2015
 
July 15, 2023
 
5.375
%
 
1,100,000

 
1,081,815

 
1,079,869

Cequel and Cequel Capital Senior Secured Notes (i)
June 12, 2015
 
July 15, 2025
 
7.750
%
 
620,000

 
604,001

 
602,925

Altice US Finance I Corporation Senior Notes (j)
April 26, 2016
 
May 15, 2026
 
5.500
%
 
1,500,000

 
1,487,745

 
1,486,933

 
 
 
 
 
 
 
$
16,289,245

 
15,853,175

 
17,507,325

Less: Current portion
 
1,572,358

 
926,045

Long-term debt
 
$
14,280,817

 
$
16,581,280

 
(a)
The carrying amount is net of the unamortized deferred financing costs and/or discounts/premiums.
(b)
The debentures are not redeemable by CSC Holdings prior to maturity.
(c)
Notes are redeemable at any time at a specified "make-whole" price plus accrued and unpaid interest to the redemption date.
(d)
The Company may redeem some or more of all the notes at the redemption price set forth in the relevant indenture, plus accrued and unpaid interest.
(e)
The Company may redeem some or all of the 2023 Notes at any time on or after January 15, 2019, and some or all of the 2025 Notes and 2025 Guaranteed Notes at any time on or after October 15, 2020, at the redemption prices set forth in the relevant indenture, plus accrued and unpaid interest, if any.  The Company may also redeem up to 40% of each series of the Cablevision Acquisition Notes using the proceeds of certain equity offerings before October 15, 2018, at a redemption price equal to 110.125% for the 2023 Notes, 110.875% for the 2025 Notes and 106.625% for the 2025 Guaranteed Notes, in each case plus accrued and unpaid interest. In addition, at any time prior to January 15, 2019, CSC Holdings may redeem some or all of the 2023 Notes, and at any time prior to October 15, 2020, the Company may redeem some or all of the 2025 Notes and the 2025 Guaranteed Notes, at a price equal to 100% of the principal amount thereof, plus a “make whole” premium specified in the relevant indenture plus accrued and unpaid interest.
(f)
The carrying value of the notes was adjusted to reflect their fair value on the Cablevision Acquisition Date (aggregate reduction of $52,788).
(g)
The 2027 Guaranteed Notes are redeemable at any time on or after April 15, 2022 at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any.  In addition, up to 40% may be redeemed for each series of the 2027 Guaranteed Notes using the proceeds of certain equity offerings before October 15, 2019, at a redemption price equal to 105.500%, plus accrued and unpaid interest.
(h)
Some or all of these notes may be redeemed at any time on or after July 15, 2018, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before July 15, 2018, at a redemption price equal to 105.375%.
(i)
Some or all of these notes may be redeemed at any time on or after July 15, 2020, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before July 15, 2018, at a redemption price equal to 107.750%.
(j)
Some or all of these notes may be redeemed at any time on or after May 15, 2021, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before May 15, 2019, at a redemption price equal to 105.500%.
(k)
In April 2017, the Company redeemed $500,000 of the senior notes from proceeds from the CVC Term Loan facility. In September 2017, these senior notes matured and the Company repaid the remaining principal balance of $400,000.
(l)
In July 2017, the Company used approximately $350,120 of the proceeds from the IPO to fund the redemption of $315,779 principal amount of CSC Holdings senior notes due October 2025 and the related call premium of approximately $34,341which was recorded as a loss on extinguishment of debt. The Company also recorded a write-off of deferred financings costs in connection with this redemption aggregating $4,516.
(m)
In April 2017, the Company redeemed $450,000 of the senior notes from proceeds from the Cequel Term Loan facility.

        The following table summarizes the Company's senior guaranteed notes, senior secured notes and senior notes and debentures as of December 31, 2016:

                                                                                                                                                                                    

Issuer

 

Date Issued

 

Maturity Date

 

Interest
Rate

 

Principal
Amount

 

Carrying
Amount(a)

 

CSC Holdings(b)(e)

 

February 6, 1998

 

February 15, 2018

 

 

7.875

%

$

300,000

 

$

310,334

 

CSC Holdings(b)(e)

 

July 21, 1998

 

July 15, 2018

 

 

7.625

%

 

500,000

 

 

521,654

 

CSC Holdings(c)(e)

 

February 12, 2009

 

February 15, 2019

 

 

8.625

%

 

526,000

 

 

553,804

 

CSC Holdings(c)(e)

 

November 15, 2011

 

November 15, 2021

 

 

6.750

%

 

1,000,000

 

 

951,702

 

CSC Holdings(c)(e)

 

May 23, 2014

 

June 1, 2024

 

 

5.250

%

 

750,000

 

 

650,193

 

CSC Holdings(d)

 

October 9, 2015

 

January 15, 2023

 

 

10.125

%

 

1,800,000

 

 

1,774,750

 

CSC Holdings(d)

 

October 9, 2015

 

October 15, 2025

 

 

10.875

%

 

2,000,000

 

 

1,970,379

 

CSC Holdings(d)

 

October 9, 2015

 

October 15, 2025

 

 

6.625

%

 

1,000,000

 

 

985,469

 

CSC Holdings(f)

 

September 23, 2016

 

April 15, 2027

 

 

5.500

%

 

1,310,000

 

 

1,304,025

 

Cablevision(c)(e)

 

September 23, 2009

 

September 15, 2017

 

 

8.625

%

 

900,000

 

 

926,045

 

Cablevision(c)(e)

 

April 15, 2010

 

April 15, 2018

 

 

7.750

%

 

750,000

 

 

767,545

 

Cablevision(c)(e)

 

April 15, 2010

 

April 15, 2020

 

 

8.000

%

 

500,000

 

 

488,992

 

Cablevision(c)(e)

 

September 27, 2012

 

September 15, 2022

 

 

5.875

%

 

649,024

 

 

559,500

 

Cequel Communications Holdings I LLC and Cequel
Capital Corporation(c)

 

October 25, 2012
December 28, 2012

 

September 15, 2020

 

 

6.375

%

 

1,500,000

 

 

1,457,439

 

Cequel Communications Holdings I LLC and Cequel
Capital Corporation(c)

 

May 16, 2013
September 9, 2014

 

December 15, 2021

 

 

5.125

%

 

1,250,000

 

 

1,115,767

 

Altice US Finance I Corporation(g)

 

June 12, 2015

 

July 15, 2023

 

 

5.375

%

 

1,100,000

 

 

1,079,869

 

Cequel Communications Holdings I LLC and Cequel Capital Corporation(h)

 

June 12, 2015

 

July 15, 2025

 

 

7.750

%

 

620,000

 

 

602,925

 

Altice US Finance I Corporation(i)

 

April 26, 2016

 

May 15, 2026

 

 

5.500

%

 

1,500,000

 

 

1,486,933

 

​  

​  

​  

​  

 

 

 

 

 

 

 

 

 

$

17,955,024

 

 

17,507,325

 

​  

​  

​  

​  

Less: Current portion

 

 

 

 

 

 

 

 

 

 

 

 

926,045

 

​  

​  

Long-term debt

 

 

 

 

 

 

 

 

 

 

 

$

16,581,280

 

​  

​  

​  

​  


 

 

 

(a)          

The carrying amount of the notes is net of the unamortized deferred financing costs and/or discounts/premiums of $447,699.

(b)          

The debentures are not redeemable by CSC Holdings prior to maturity.

(c)          

Notes are redeemable at any time at a specified "make-whole" price plus accrued and unpaid interest to the redemption date.

(d)          

The Company may redeem some or all of the 2023 Notes at any time on or after January 15, 2019, and some or all of the 2025 Notes and 2025 Guaranteed Notes at any time on or after October 15, 2020, at the redemption prices set forth in the relevant indenture, plus accrued and unpaid interest, if any. The Company may also redeem up to 40% of each series of the Cablevision Acquisition Notes using the proceeds of certain equity offerings before October 15, 2018, at a redemption price equal to 110.125% for the 2023 Notes, 110.875% for the 2025 Notes and 106.625% for the 2025 Guaranteed Notes, in each case plus accrued and unpaid interest. In addition, at any time prior to January 15, 2019, CSC Holdings may redeem some or all of the 2023 Notes, and at any time prior to October 15, 2020, the Company may redeem some or all of the 2025 Notes and the 2025 Guaranteed Notes, at a price equal to 100% of the principal amount thereof, plus a "make whole" premium specified in the relevant indenture plus accrued and unpaid interest.

(e)          

The carrying value of the notes was adjusted to reflect their fair value on the Cablevision Acquisition Date (aggregate reduction of $52,788).

(f)          

The 2027 Guaranteed Notes are redeemable at any time on or after April 15, 2022 at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any. In addition, up to 40% may be redeemed for each series of the 2027 Guaranteed Notes using the proceeds of certain equity offerings before October 15, 2019, at a redemption price equal to 105.500%, plus accrued and unpaid interest.

(g)          

Some or all of these notes may be redeemed at any time on or after July 15, 2018, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before July 15, 2018, at a redemption price equal to 105.375%.

(h)          

Some or all of these notes may be redeemed at any time on or after July 15, 2020, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before July 15, 2018, at a redemption price equal to 107.750%.

(i)          

Some or all of these notes may be redeemed at any time on or after May 15, 2021, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before May 15, 2019, at a redemption price equal to 105.500%.

 

The future maturities of debt payable by the Company under its various debt obligations outstanding as of September 30, 2017, including notes payable, collateralized indebtedness (see Note 10), and capital leases, are as follows:
Years Ending December 31,
Cablevision
 
Cequel
 
Total
2017
$
29,925

 
$
5,256

 
$
35,181

2018
1,598,699

 
14,421

 
1,613,120

2019
561,995

 
12,713

 
574,708

2020
530,007

 
1,062,723

 
1,592,730

2021
3,664,638

 
1,263,578

 
4,928,216

Thereafter
10,058,245

 
4,428,075

 
14,486,320

        Total amounts payable by the Company under its various debt obligations outstanding as of December 31, 2016, including notes payable, collateralized indebtedness (see Note 10), and capital leases, during the next five years and thereafter, are as follows:

                                                                                                                                                                                    

Years Ending December 31,

 

Cablevision

 

Cequel

 

Altice USA

 

Total

 

2017

 

$

1,719,180

 

$

9,113

 

$

 

$

1,728,293

 

2018

 

 

2,103,441

 

 

8,652

 

 

 

 

2,112,093

 

2019

 

 

557,348

 

 

8,330

 

 

 

 

565,678

 

2020

 

 

526,340

 

 

1,508,213

 

 

 

 

2,034,553

 

2021

 

 

1,200,256

 

 

1,258,223

 

 

 

 

2,458,479

 

Thereafter

 

 

9,884,024

 

 

3,995,280

 

 

1,750,000

 

 

15,629,304

 

 

DERIVATIVE CONTRACTS AND COLLATERALIZED INDEBTEDNESS (Tables)
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
The following represents the location of the assets and liabilities associated with the Company's derivative instruments within the consolidated balance sheets:
 
 
 
 
Asset Derivatives
 
Liability Derivatives
Derivatives Not Designated as Hedging Instruments
 
Balance Sheet
Location
 
Fair Value at September 30, 2017
 
Fair Value at December 31, 2016
 
Fair Value at September 30, 2017
 
Fair Value at December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Prepaid forward contracts
 
Derivative contracts, current
 
$
54,578

 
$
352

 
$
(54,578
)
 
$
(13,158
)
Prepaid forward contracts
 
Derivative contracts, long-term
 

 
10,604

 
(52,488
)
 

Put/Call options
 
Liabilities under derivative contracts, current
 

 

 
(48,326
)
 

Interest rate swap contracts
 
Liabilities under derivative contracts, long-term
 

 

 
(69,271
)
 
(78,823
)
 
 
 
 
$
54,578

 
$
10,956

 
$
(224,663
)
 
$
(91,981
)

 

                                                                                                                                                                                                                                                                      

 

 

 

 

Asset
Derivatives

 

Liability
Derivatives

 

Derivatives Not Designated as Hedging Instruments

 

Balance Sheet Location

 

Fair Value at
December 31,
2016

 

Fair Value at
December 31,
2016

 

Prepaid forward contracts

 

Derivative contracts, current

 

$

352

 

$

13,158

 

Prepaid forward contracts

 

Derivative contracts, long-term

 

 

10,604

 

 

 

Interest rate swap contracts

 

Liabilities under derivative contracts, long-term

 

 

 

 

78,823

 

​  

​  

​  

​  

 

 

 

 

$

10,956

 

$

91,981

 

​  

​  

​  

​  

​  

​  

​  

​  

 

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 during the nine months ended September 30, 2017
Number of shares (a)
21,477,618

Collateralized indebtedness settled
$
(617,151
)
Derivatives contracts settled
(37,838
)
 
(654,989
)
Proceeds from new monetization contracts
662,724

Net cash proceeds
$
7,735

______________________
(a)
Share amounts are adjusted for the 2 for 1 stock split in February 2017.

 

                                                                                                                                                                                    

Number of shares(a)

 

 

5,337,750

 

​  

​  

​  

​  

Collateralized indebtedness settled

 

$

(143,102

)

Derivative contracts settled

 

 

 

​  

​  

 

 

 

(143,102

)

Proceeds from new monetization contracts

 

 

179,388

 

​  

​  

Net cash receipt

 

$

36,286

 

​  

​  

​  

​  


 

 

 

(a)          

Share amounts were adjusted for the 2 for 1 stock split in February 2017.

 

FAIR VALUE MEASUREMENT (Tables)
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
 
Fair Value
Hierarchy
 
September 30, 2017
 
December 31, 2016
Assets:
 
 
 
 
 
Money market funds (of which $14,700 is classified as restricted cash as of December 31, 2016)
Level I
 
$
65,801

 
$
100,139

Investment securities pledged as collateral
Level I
 
1,652,917

 
1,483,030

Prepaid forward contracts
Level II
 
54,578

 
10,956

Liabilities:
 
 
 
 
 
Prepaid forward contracts
Level II
 
107,066

 
13,158

Put/Call Options
Level II
 
48,326

 

Interest rate swap contracts
Level II
 
69,271

 
78,823

Contingent consideration related to 2017 acquisition
Level III
 
30,000

 

 

                                                                                                                                                                                                                              

 

 

At December 31, 2016 (Successor)

 

 

 

Level I

 

Level II

 

Level III

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

100,139

 

$

 

$

 

$

100,139

 

Investment securities pledged as collateral

 

 

1,483,030

 

 

 

 

 

 

1,483,030

 

Prepaid forward contracts

 

 

 

 

10,956

 

 

 

 

10,956

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepaid forward contracts

 

 

 

 

13,158

 

 

 

 

13,158

 

Interest rate swap contracts

 

 

 

 

 

78,823

 

 

 

 

 

78,823

 

 

 
 
 
September 30, 2017
 
December 31, 2016
 
Fair Value
Hierarchy
 
Carrying
Amount (a)
 
Estimated
Fair Value
 
Carrying
Amount (a)
 
Estimated
Fair Value
Altice USA debt instruments:
 
 
 
 
 
 
 
 
 
Notes payable to affiliates and related parties
Level II
 
$

 
$

 
$
1,750,000

 
$
1,837,876

CSC Holdings debt instruments:
 
 
 

 
 

 
 

 
 

Credit facility debt
Level II
 
4,123,792

 
4,167,500

 
2,631,887

 
2,675,256

Collateralized indebtedness
Level II
 
1,314,788

 
1,286,557

 
1,286,069

 
1,280,048

Senior guaranteed notes
Level II
 
2,290,748

 
2,460,675

 
2,289,494

 
2,416,375

Senior notes and debentures
Level II
 
6,412,789

 
7,421,261

 
6,732,816

 
7,731,150

Notes payable
Level II
 
76,442

 
72,802

 
13,726

 
13,260

Cablevision senior notes:
Level II
 
1,817,536

 
1,998,340

 
2,742,082

 
2,920,056

Cequel debt instruments:
 
 


 


 


 


Cequel credit facility
Level II
 
1,253,110

 
1,261,838

 
812,903

 
815,000

Senior secured notes
Level II
 
2,569,559

 
2,745,750

 
2,566,802

 
2,689,750

Senior notes
Level II
 
2,762,543

 
3,036,850

 
3,176,131

 
3,517,275

Notes payable
Level II
 
3,083

 
3,083

 

 

 
 
 
$
22,624,390

 
$
24,454,656

 
$
24,001,910

 
$
25,896,046

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

 

                                                                                                                                                                                    

 

 

 

 

December 31, 2016

 

 

 

Fair Value
Hierarchy

 

Carrying
Amount(a)

 

Estimated
Fair Value

 

Altice USA debt instruments:

 

 

 

 

 

 

 

 

 

Notes payable to affiliates and related parties

 

Level II

 

$

1,750,000

 

$

1,837,876

 

CSC Holdings debt instruments:

 

 

 

 

 

 

 

 

 

Credit facility debt

 

Level II

 

 

2,631,887

 

 

2,675,256

 

Collateralized indebtedness(b)

 

Level II

 

 

1,286,069

 

 

1,280,048

 

Senior guaranteed notes

 

Level II

 

 

2,289,494

 

 

2,416,375

 

Senior notes and debentures(c)

 

Level II

 

 

6,732,816

 

 

7,731,150

 

Notes payable

 

Level II

 

 

13,726

 

 

13,260

 

Cablevision senior notes(d)

 

Level II

 

 

2,742,082

 

 

2,920,056

 

Cequel debt instruments:

 

 

 

 

 

 

 

 

 

Cequel credit facility

 

Level II

 

 

812,903

 

 

815,000

 

Senior Secured Notes

 

Level II

 

 

1,079,869

 

 

1,152,250

 

Senior Notes

 

Level II

 

 

4,663,064

 

 

5,054,775

 

​  

​  

​  

​  

 

 

 

 

$

24,001,910

 

$

25,896,046

 

​  

​  

​  

​  

​  

​  

​  

​  


 

 

 

(a)          

Amounts are net of unamortized deferred financing costs and discounts.

(b)          

The total carrying value of the collateralized debt was reduced by $9,142 to reflect its fair value on the Cablevision Acquisition Date.

(c)          

The total carrying value of the senior notes and debentures assumed in connection with the Cablevision Acquisition was reduced by $39,713 to reflect the fair value of the notes on the Cablevision Acquisition Date.

(d)          

The total carrying value of the senior notes and debentures assumed in connection with the Cablevision Acquisition was reduced by $13,075 to reflect the fair value of the notes on the Cablevision Acquisition Date.

 

SHARE BASED COMPENSATION (Tables)
Activity for Shares
The following table summarizes activity relating to carry units:
 
Number of Time
Vesting Awards
 
Number of Performance
Based Vesting Awards
 
Weighted Average Grant Date Fair Value
Balance, December 31, 2016
192,800,000

 
10,000,000

 
$
0.37

Granted
28,025,000

 

 
3.14

Forfeited
(4,229,166
)
 

 
0.37

Balance, September 30, 2017
216,595,834

 
10,000,000

 
0.71

Awards vested at September 30, 2017

 

 
 
RELATED PARTY TRANSACTIONS (Tables)
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
Summary of related party transactions
The following table summarizes the revenue and charges related to services provided to or received from subsidiaries of Altice N.V. and Newsday:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Revenue
$
986

 
$
720

 
$
1,380

 
$
720

Operating expenses:
 

 
 
 
 
 
 
Programming and other direct costs
$
(1,196
)
 
$
(642
)
 
$
(3,026
)
 
$
(642
)
Other operating expenses, net
(28,332
)
 
(8,056
)
 
(73,263
)
 
(13,056
)
Operating expenses, net
(29,528
)
 
(8,698
)
 
(76,289
)
 
(13,698
)
 
 
 
 
 
 
 
 
Interest expense (a)

 
(48,617
)
 
(90,405
)
 
(53,922
)
Loss on extinguishment of debt and write-off of deferred financing costs

 

 
(513,723
)
 

Net charges
$
(28,542
)
 
$
(56,595
)
 
$
(679,037
)
 
$
(66,900
)
Capital Expenditures
$
72,185

 
$

 
$
98,234

 
$

 
(a)
See Note 9 for a discussion of interest expense related to notes payable to affiliates and related parties of $90,405 for the nine months ended September 30, 2017.
Aggregate amounts that were due from and due to related parties are summarized below:
 
September 30, 2017
 
December 31, 2016
Due from:
 
 
 
Altice US Finance S.A. (a)
$
12,951

 
$
12,951

Newsday (b)
4,177

 
6,114

Altice Management Americas (b)
615

 
3,117

i24NEWS (b)
3,373

 

Other Altice N.V. subsidiaries (b)
37

 

 
$
21,153

 
$
22,182

Due to:
 
 
 
CVC 3BV (c)

 
71,655

Neptune Holdings US LP (c)

 
7,962

Altice Management International (d)

 
44,121

ATS (b)(e)
22,541

 

Newsday (b)
103

 
275

Other Altice N.V. subsidiaries (f)
6,358

 
3,350

 
$
29,002

 
$
127,363

 
(a)
Represents interest on senior notes paid by the Company on behalf of the affiliate.
(b)
Represents amounts paid by the Company on behalf of the respective related party and for Newsday and ATS, the net amounts due from the related party also include charges for certain transition services provided.
(c)
Represents distributions payable to stockholders.
(d)
Amounts payable as of December 31, 2016 primarily represent amounts due for equipment purchases and software development services discussed above.
(e)
Represents amounts due to ATS for construction, maintenance, and installation services, net of charges to ATS pursuant to the TSA. See discussion above.
(f)
Represents amounts due to affiliates for services provided to the Company.
Summary of related party transactions

        The following table summarizes the revenue and charges related to services provided to or received from subsidiaries of Altice N.V. and Newsday for the year ended December 31, 2016:

                                                                                                                                                                                    

Revenue

 

$

1,086

 

​  

​  

​  

​  

Operating expenses:

 

 

 

 

Programming and other direct costs

 

$

(1,947

)

Other operating expenses

 

 

(18,854

)

​  

​  

Operating expenses, net

 

 

(20,801

)

​  

​  

Interest expense(a)

 

 

(112,712

)

​  

​  

Net charges

 

$

(132,427

)

​  

​  

​  

​  

Capital Expenditures

 

$

45,886

 

​  

​  

​  

​  


 

 

 

(a)          

See Note 9 for a discussion of interest expense related to notes payable to affiliates and related parties of $102,557, as well as for interest expense of $10,155 related to the Holdco Notes prior to the exchange.

        Aggregate amounts that were due from and due to related parties at December 31, 2016 is summarized below:

                                                                                                                                                                                    

Due from:

 

 

 

 

Altice US Finance S.A.(a)

 

$

12,951

 

Newsday(b)

 

 

6,114

 

Altice Management Americas(b)

 

 

3,117

 

​  

​  

 

 

$

22,182

 

​  

​  

​  

​  

Due to:

 

 

 

 

CVC 3BV(c)

 

 

71,655

 

Neptune Holdings US LP(c)

 

 

7,962

 

Altice Management International(d)

 

 

44,121

 

Newsday(b)

 

 

275

 

Other Altice subsidiaries(b)

 

 

3,350

 

​  

​  

 

 

$

127,363

 

​  

​  

​  

​  


 

 

 

(a)          

Represents interest on senior notes paid by the Company on behalf of the affiliate.

(b)          

Represents amounts paid by the Company on behalf of the respective related party and/or the net amounts due from the related party for services provided.

(c)          

Represents distributions payable to shareholders.

(d)          

Represents amounts due for equipment purchases and software development services discussed above.

 

SEGMENT INFORMATION (Tables)
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
The Company has presented the components that reconcile Adjusted EBITDA to operating income, an accepted GAAP measure:
 
Three Months Ended September 30, 2017
 
Three Months Ended September 30, 2016
 
Cablevision
 
Cequel
 
Total
 
Cablevision (a)
 
Cequel
 
Total
Operating income (loss)
$
11,185

 
$
123,679

 
$
134,864

 
$
39,947

 
$
102,832

 
$
142,779

Share-based compensation
11,555

 
3,450

 
15,005

 
1,091

 
579

 
1,670

Restructuring and other expense
35,364

 
18,084

 
53,448

 
45,176

 
2,640

 
47,816

Depreciation and amortization (including impairments)
656,102

 
167,163

 
823,265

 
481,497

 
189,432

 
670,929

Adjusted EBITDA
$
714,206

 
$
312,376

 
$
1,026,582

 
$
567,711

 
$
295,483

 
$
863,194

 
Nine months ended September 30, 2017
 
Nine months ended September 30, 2016
 
Cablevision
 
Cequel
 
Total
 
Cablevision (a)
 
Cequel
 
Total
Operating income (loss)
$
244,667

 
$
395,213

 
$
639,880

 
$
(32,133
)
 
$
274,575

 
$
242,442

Share-based compensation
28,597

 
12,335

 
40,932

 
1,091

 
579

 
1,670

Restructuring and other expense
105,182

 
37,583

 
142,765

 
143,891

 
11,195

 
155,086

Depreciation and amortization (including impairments)
1,641,477

 
497,299

 
2,138,776

 
526,057

 
559,872

 
1,085,929

Adjusted EBITDA
$
2,019,923

 
$
942,430

 
$
2,962,353

 
$
638,906

 
$
846,221

 
$
1,485,127

 
(a) Reflects operating results of Cablevision from the date of acquisition.

        The Company has presented the components that reconcile Adjusted EBITDA to operating income, an accepted GAAP measure for the year ended December 31, 2016.

                                                                                                                                                                                    

 

 

Cablevision

 

Cequel

 

Total

 

Operating income

 

$

74,865

 

$

384,801

 

$

459,666

 

Share-based compensation

 

 

9,164

 

 

5,204

 

 

14,368

 

Restructuring and other expense

 

 

212,150

 

 

28,245

 

 

240,395

 

Depreciation and amortization (including impairments)

 

 

963,665

 

 

736,641

 

 

1,700,306

 

​  

​  

​  

​  

​  

​  

Adjusted EBITDA

 

$

1,259,844

 

$

1,154,891

 

$

2,414,735

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

A reconciliation of reportable segment amounts to the Company's consolidated balances are as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Operating income for reportable segments
$
134,864

 
$
142,779

 
$
639,880

 
$
242,442

Items excluded from operating income:

 

 
 
 
 
Interest expense
(379,064
)
 
(446,242
)
 
(1,232,730
)
 
(1,015,866
)
Interest income
961

 
404

 
1,373

 
12,787

Gain (loss) on investments, net
(18,900
)
 
24,833

 
169,888

 
83,467

Gain (loss) on derivative contracts, net
(16,763
)
 
773

 
(154,270
)
 
(26,572
)
Gain (loss) on interest rate swap contracts
1,051

 
(15,861
)
 
12,539

 
24,380

Loss on extinguishment of debt and write-off of deferred financing costs
(38,858
)
 

 
(600,240
)
 
(19,948
)
Other income (expense), net
(65
)
 
2,531

 
832

 
2,548

Loss before income taxes
$
(316,774
)
 
$
(290,783
)
 
$
(1,162,728
)
 
$
(696,762
)

        A reconciliation of reportable segment amounts to the Company's consolidated balances for the year ended December 31, 2016 is as follows:

                                                                                                                                                                                    

Operating income for reportable segments

 

$

459,666

 

Items excluded from operating income:

 

 

 

 

Interest expense

 

 

(1,456,541

)

Interest income

 

 

13,811

 

Gain on investments, net

 

 

141,896

 

Loss on equity derivative contracts, net

 

 

(53,696

)

Loss on interest rate swap contracts

 

 

(72,961

)

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

 

 

(127,649

)

Other income, net

 

 

4,329

 

​  

​  

Loss before income taxes

 

$

(1,091,145

)

​  

​  

​  

​  

 

The following tables present the composition of revenue by segment for the three and nine months ended September 30, 2017 and 2016:
 
Three Months Ended September 30, 2017
 
Three Months Ended September 30, 2016
 
Cablevision
 
Cequel
 
Eliminations
 
Total
 
Cablevision (a)
 
Cequel
 
Total
Residential:
 
 
 
 
 
 
 
 
 
 
 
 
 
Pay TV
$
782,214

 
$
272,178

 
$

 
$
1,054,392

 
$
772,886

 
$
279,109

 
$
1,051,995

Broadband
404,153

 
241,941

 

 
646,094

 
366,166

 
212,439

 
578,605

Telephony
172,904

 
31,849

 

 
204,753

 
178,000

 
38,186

 
216,186

Business services and wholesale
230,274

 
94,486

 

 
324,760

 
220,352

 
89,014

 
309,366

Advertising
67,563

 
17,456

 
(480
)
 
84,539

 
67,815

 
20,944

 
88,759

Other
7,211

 
5,426

 

 
12,637

 
9,480

 
5,830

 
15,310

Total Revenue
$
1,664,319

 
$
663,336

 
$
(480
)
 
$
2,327,175

 
$
1,614,699

 
$
645,522

 
$
2,260,221

 
Nine Months Ended September 30, 2017
 
Nine Months Ended September 30, 2016
 
Cablevision (a)
 
Cequel
 
Eliminations
 
Total
 
Cablevision (a)
 
Cequel
 
Total
Residential:
 
 
 
 
 
 
 
 
 
 
 
 
 
Pay TV
$
2,356,230

 
$
829,380

 
$

 
$
3,185,610

 
$
859,932

 
$
840,354

 
$
1,700,286

Broadband
1,177,731

 
709,548

 

 
1,887,279

 
406,057

 
613,012

 
1,019,069

Telephony
524,696

 
99,381

 

 
624,077

 
198,282

 
116,855

 
315,137

Business services and wholesale
690,168

 
278,123

 

 
968,291

 
244,685

 
260,278

 
504,963

Advertising
203,351

 
54,384

 
(480
)
 
257,255

 
75,458

 
63,476

 
138,934

Other
21,366

 
17,314

 

 
38,680

 
14,145

 
18,777

 
32,922

Total Revenue
$
4,973,542

 
$
1,988,130

 
$
(480
)
 
$
6,961,192

 
$
1,798,559

 
$
1,912,752

 
$
3,711,311

 
(a) Reflects revenue from the Cablevision Acquisition Date.

        The following table presents the composition of revenue by segment for the year ended December 31, 2016:

                                                                                                                                                                                    

 

 

Cablevision

 

Cequel

 

Total

 

Revenue:

 

 

 

 

 

 

 

 

 

 

Residential:

 

 

 

 

 

 

 

 

 

 

Video

 

$

1,638,691

 

$

1,120,525

 

$

2,759,216

 

High-speed data

 

 

782,615

 

 

834,414

 

 

1,617,029

 

Voice

 

 

376,034

 

 

153,939

 

 

529,973

 

Business Services

 

 

468,632

 

 

350,909

 

 

819,541

 

Advertising

 

 

157,331

 

 

88,371

 

 

245,702

 

Other

 

 

20,749

 

 

25,002

 

 

45,751

 

​  

​  

​  

​  

​  

​  

Total Revenue

 

$

3,444,052

 

$

2,573,160

 

$

6,017,212

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

Capital expenditures (cash basis) by reportable segment are presented below:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Cablevision
$
228,594

 
$
150,815

 
$
550,231

 
$
150,965

Cequel
75,042

 
97,341

 
213,067

 
226,761

 
$
303,636

 
$
248,156

 
$
763,298

 
$
377,726

        Capital expenditures for the year ended December 31, 2016 by reportable segment are presented below:

                                                                                                                                                                                    

Cablevision

 

$

298,357

 

Cequel

 

 

327,184

 

​  

​  

 

 

$

625,541

 

​  

​  

​  

​  

 

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Mar. 31, 2017
Sep. 30, 2017
Dec. 31, 2016
Accounting Policies [Abstract]
 
 
 
Unrealized excess tax benefits recognized with the adoption of ASU 2016-09
$ 309,000 
$ 308,231 
$ 309,000 
BUSINESS COMBINATIONS - Assets and Liabilities Acquired (Details) (USD $)
In Thousands, unless otherwise specified
0 Months Ended 0 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended
Sep. 30, 2017
Dec. 31, 2016
Dec. 31, 2015
Jun. 21, 2016
Cablevision Systems Corp.
Jun. 21, 2016
Customer relationships
Cablevision Systems Corp.
Jun. 21, 2016
Trade names
Cablevision Systems Corp.
Jun. 21, 2016
Trade names
Cablevision Systems Corp.
Jun. 21, 2016
Amortizable intangible assets
Cablevision Systems Corp.
Jun. 21, 2016
Minimum
Cablevision Systems Corp.
Sep. 30, 2017
Minimum
Customer relationships
Dec. 31, 2016
Minimum
Customer relationships
Jun. 21, 2016
Minimum
Customer relationships
Cablevision Systems Corp.
Sep. 30, 2017
Minimum
Trade names
Dec. 31, 2016
Minimum
Trade names
Sep. 30, 2017
Minimum
Amortizable intangible assets
Dec. 31, 2016
Minimum
Amortizable intangible assets
Jun. 21, 2016
Minimum
Amortizable intangible assets
Cablevision Systems Corp.
Jun. 21, 2016
Maximum
Cablevision Systems Corp.
Sep. 30, 2017
Maximum
Customer relationships
Dec. 31, 2016
Maximum
Customer relationships
Jun. 21, 2016
Maximum
Customer relationships
Cablevision Systems Corp.
Sep. 30, 2017
Maximum
Trade names
Dec. 31, 2016
Maximum
Trade names
Sep. 30, 2017
Maximum
Amortizable intangible assets
Dec. 31, 2016
Maximum
Amortizable intangible assets
Jun. 21, 2016
Maximum
Amortizable intangible assets
Cablevision Systems Corp.
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
$ 1,923,071 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts receivable
 
 
 
271,305 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment
 
 
 
4,864,621 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill
7,993,499 
7,992,700 
2,040,402 
5,842,172 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Indefinite-lived cable television franchises
 
 
 
8,113,575 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Finite-lived intangible assets
 
 
 
 
4,850,000 
 
1,010,000 
23,296 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other non-current assets
 
 
 
748,998 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
(2,311,201)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
 
 
(8,355,386)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred income taxes.
 
 
 
(6,832,773)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other non-current liabilities
 
 
 
(189,355)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
$ 9,958,323 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment, useful life
 
 
 
 
 
 
 
 
2 years 
 
 
 
 
 
 
 
 
18 years 
 
 
 
 
 
 
 
 
Finite-lived intangible asset, useful life
 
 
 
 
 
12 years 
 
 
 
8 years 
8 years 
8 years 
2 years 
2 years 
1 year 
1 year 
1 year 
 
18 years 
18 years 
18 years 
4 years 
12 years 
15 years 
15 years 
15 years 
BUSINESS COMBINATIONS - Narrative (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended 12 Months Ended 0 Months Ended 3 Months Ended
Sep. 30, 2017
Dec. 31, 2016
Jun. 21, 2016
Cablevision Systems Corp.
Mar. 31, 2017
2017 Acquisition
Mar. 31, 2017
Customer relationships
2017 Acquisition
Mar. 31, 2017
Other amortizable intangible assets
2017 Acquisition
Business Acquisition [Line Items]
 
 
 
 
 
 
Amortizable intangible assets acquired
 
 
 
 
$ 45,000 
$ 9,400 
Goodwill recorded in connection with acquisition in first quarter 2017 (Cablevision Segment)
20,687 
5,838,959 
 
20,687 
 
 
Consideration transfered
 
 
$ 9,958,323 
$ 75,000 
 
 
BUSINESS COMBINATIONS - Pro Forma Information (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended 12 Months Ended
Sep. 30, 2016
Dec. 31, 2016
Business Combinations [Abstract]
 
 
Revenue
$ 6,848,916 
$ 9,154,816 
Net loss
$ (527,851)
$ (721,257)
NET LOSS PER SHARE ATTRIBUTABLE TO STOCKHOLDERS (Details)
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Reconciliation of Weighted Average Shares Used in Calculations of Basic and Diluted Net Income Per Share [Abstract]
 
 
 
 
 
Basic and diluted weighted average common shares (in shares)
737,069,000 
649,525,000 
682,234,000 
649,524,942 
100,000 
GROSS VERSUS NET REVENUE RECOGNITION (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Revenue Recognition [Abstract]
 
 
 
 
 
Franchise fees and other taxes and fees
$ 64,254 
$ 62,249 
$ 194,045 
$ 92,146 
$ 154,732 
SUPPLEMENTAL CASH FLOW INFORMATION (Details) (USD $)
9 Months Ended 12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Jun. 21, 2016
Affiliates
Notes payable
Continuing Operations:
 
 
 
 
Conversion of notes payable to affiliates and related parties of $1,750,000 (together with accrued and unpaid interest and applicable premium) to common stock (See Note 9)
$ 2,264,252,000 
$ 0 
 
 
Property and equipment accrued but unpaid
84,847,000 
83,722,000 
155,653,000 
 
Leasehold improvements paid by landlord
3,998,000 
 
 
Notes payable to vendor
25,879,000 
12,449,000 
 
Supplemental Data:
 
 
 
 
Cash interest paid
1,481,363,000 
931,345,000 
1,092,114,000 
 
Income taxes paid, net
26,396,000 
5,342,000 
1,538,000 
 
Debt Instrument [Line Items]
 
 
 
 
Principal Amount
$ 5,429,338,000 
 
$ 3,490,256,000 
$ 1,750,000,000 
RESTRUCTURING COSTS AND OTHER EXPENSE (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Restructuring Reserve [Roll Forward]
 
 
 
 
 
Accrual, beginning balance
 
 
$ 110,516 
 
 
Restructuring charges
 
44,656 
141,078 
141,818 
 
Payments and other
 
 
(96,738)
 
 
Accrual, ending balance
154,856 
 
154,856 
 
110,516 
Transaction costs
1,367 
3,177 
1,687 
13,285 
13,845 
Severance and Other Employee Related Costs
 
 
 
 
 
Restructuring Reserve [Roll Forward]
 
 
 
 
 
Accrual, beginning balance
 
 
102,119 
 
 
Restructuring charges
 
 
140,071 
 
 
Payments and other
 
 
(92,905)
 
 
Accrual, ending balance
149,285 
 
149,285 
 
 
Facility Realignment and Other Costs
 
 
 
 
 
Restructuring Reserve [Roll Forward]
 
 
 
 
 
Accrual, beginning balance
 
 
8,397 
 
 
Restructuring charges
 
 
1,007 
 
 
Payments and other
 
 
(3,833)
 
 
Accrual, ending balance
5,571 
 
5,571 
 
 
Cablevision Systems Corp.
 
 
 
 
 
Restructuring Reserve [Roll Forward]
 
 
 
 
 
Cumulative restructuring costs
302,870 
 
302,870 
 
 
Cequel Corp.
 
 
 
 
 
Restructuring Reserve [Roll Forward]
 
 
 
 
 
Cumulative restructuring costs
$ 64,784 
 
$ 64,784 
 
 
INTANGIBLE ASSETS - Summary of Acquired Intangible Assets (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Jun. 20, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Acquired Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
 
 
 
Gross Carrying Amount
$ 7,075,019 
 
 
$ 7,075,019 
 
$ 7,019,410 
 
 
Accumulated Amortization
(1,648,424)
 
 
(1,648,424)
 
(666,766)
 
 
Net Carrying Amount
5,426,595 
 
 
5,426,595 
 
6,352,644 
 
 
Amortization of intangible assets
426,419 
258,670 
10,316 
981,657 
402,994 
653,410 
7,812 
8,220 
Amortization expense, 2018
 
 
 
 
 
834,312 
 
 
Amortization expense, 2019
 
 
 
 
 
758,189 
 
 
Amortization expense, 2020
 
 
 
 
 
681,610 
 
 
Customer relationships
 
 
 
 
 
 
 
 
Acquired Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
 
 
 
Gross Carrying Amount
5,970,884 
 
 
5,970,884 
 
5,925,884 
 
 
Accumulated Amortization
(1,207,217)
 
 
(1,207,217)
 
(580,276)
 
 
Net Carrying Amount
4,763,667 
 
 
4,763,667 
 
5,345,608 
 
 
Trade names
 
 
 
 
 
 
 
 
Acquired Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
 
 
 
Gross Carrying Amount
1,067,083 
 
 
1,067,083 
 
1,066,783 
 
 
Accumulated Amortization
(432,402)
 
 
(432,402)
 
(83,397)
 
 
Net Carrying Amount
634,681 
 
 
634,681 
 
983,386 
 
 
Remaining amortization period
 
 
 
3 years 
 
 
 
 
Remaining amortization period, in-use period
 
 
 
1 year 
 
 
 
 
Remaining amortization period, defensive asset
 
 
 
2 years 
 
 
 
 
2017 Amortization expense remaining
545,805 
 
 
545,805 
 
 
 
 
Amortization of intangible assets
 
 
 
334,312 
 
 
 
 
Amortization expense, 2018
355,006 
 
 
355,006 
 
 
 
 
Amortization expense, 2019
46,627 
 
 
46,627 
 
 
 
 
Amortization expense, 2020
18,140 
 
 
18,140 
 
 
 
 
Other amortizable intangible assets
 
 
 
 
 
 
 
 
Acquired Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
 
 
 
Gross Carrying Amount
37,052 
 
 
37,052 
 
26,743 
 
 
Accumulated Amortization
(8,805)
 
 
(8,805)
 
(3,093)
 
 
Net Carrying Amount
$ 28,247 
 
 
$ 28,247 
 
$ 23,650 
 
 
Minimum |
Customer relationships
 
 
 
 
 
 
 
 
Acquired Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
 
 
 
Finite-lived intangible asset, useful life
 
 
 
8 years 
 
8 years 
 
 
Minimum |
Trade names
 
 
 
 
 
 
 
 
Acquired Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
 
 
 
Finite-lived intangible asset, useful life
 
 
 
2 years 
 
2 years 
 
 
Minimum |
Other amortizable intangible assets
 
 
 
 
 
 
 
 
Acquired Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
 
 
 
Finite-lived intangible asset, useful life
 
 
 
1 year 
 
1 year 
 
 
Maximum |
Customer relationships
 
 
 
 
 
 
 
 
Acquired Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
 
 
 
Finite-lived intangible asset, useful life
 
 
 
18 years 
 
18 years 
 
 
Maximum |
Trade names
 
 
 
 
 
 
 
 
Acquired Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
 
 
 
Finite-lived intangible asset, useful life
 
 
 
4 years 
 
12 years 
 
 
Maximum |
Other amortizable intangible assets
 
 
 
 
 
 
 
 
Acquired Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
 
 
 
Finite-lived intangible asset, useful life
 
 
 
15 years 
 
15 years 
 
 
INTANGIBLE ASSETS - Summary of Acquired Indefinite-Lived Intangible Assets (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Dec. 31, 2015
Acquired Indefinite-lived Intangible Assets [Line Items]
 
 
 
Cable television franchises
$ 13,020,081 
$ 13,020,081 
 
Goodwill
7,993,499 
7,992,700 
2,040,402 
Total
21,013,580 
21,012,781 
 
Cablevision Systems Corp.
 
 
 
Acquired Indefinite-lived Intangible Assets [Line Items]
 
 
 
Cable television franchises
8,113,575 
8,113,575 
 
Goodwill
5,839,757 
5,838,959 
 
Total
13,953,332 
13,952,534 
 
Cequel Corp.
 
 
 
Acquired Indefinite-lived Intangible Assets [Line Items]
 
 
 
Cable television franchises
4,906,506 
4,906,506 
 
Goodwill
2,153,742 
2,153,741 
 
Total
$ 7,060,248 
$ 7,060,247 
 
INTANGIBLE ASSETS - Goodwill (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
Goodwill [Roll Forward]
 
 
Goodwill, beginning balance
$ 7,992,700 
$ 2,040,402 
Goodwill recorded in connection with acquisition in first quarter 2017 (Cablevision Segment)
20,687 
5,838,959 
Adjustments to purchase accounting relating to Cablevision Acquisition
3,213 
113,339 
Transfer of Cablevision goodwill related to Altice Technical Services US Corp. (See Note 14 for further details)
(23,101)
 
Goodwill, ending balance
$ 7,993,499 
$ 7,992,700 
DEBT - CSC Holdings Credit Facilities (Details) (USD $)
0 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 1 Months Ended 9 Months Ended 12 Months Ended 6 Months Ended 3 Months Ended 9 Months Ended 9 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 1 Months Ended 0 Months Ended 0 Months Ended 1 Months Ended
Mar. 15, 2017
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Oct. 12, 2012
Oct. 12, 2012
Alternate Base Rate
Oct. 12, 2012
Eurodollar
Sep. 30, 2017
Senior Notes
Dec. 31, 2016
Senior Notes
Dec. 31, 2017
CSC Holdings Term Loan Facility
Apr. 30, 2017
Existing Term Notes
Senior Notes
Apr. 30, 2017
8.625% Senior Notes Due September 2017
Senior Notes
Sep. 30, 2017
CSC Credit Facilities
Dec. 31, 2016
CSC Credit Facilities
Jun. 20, 2016
Revolving Credit Facility
Eurodollar
Sep. 30, 2017
Revolving Credit Facility
CSC Holdings Revolving Credit Facility
Sep. 30, 2017
Revolving Credit Facility
CSC Holdings Revolving Credit Facility
Dec. 31, 2016
Revolving Credit Facility
CSC Holdings Revolving Credit Facility
Dec. 9, 2016
Revolving Credit Facility
CSC Holdings Revolving Credit Facility
Jul. 21, 2016
Revolving Credit Facility
CSC Holdings Revolving Credit Facility
Jun. 21, 2016
Revolving Credit Facility
CSC Holdings Revolving Credit Facility
Oct. 31, 2015
Revolving Credit Facility
CSC Holdings Revolving Credit Facility
Sep. 30, 2017
Revolving Credit Facility
CSC Holdings Revolving Credit Facility
Alternate Base Rate
Sep. 30, 2017
Revolving Credit Facility
CSC Holdings Revolving Credit Facility
Eurodollar
Apr. 17, 2013
Term Loan
Oct. 12, 2012
Term Loan
Jun. 20, 2016
Term Loan
Alternate Base Rate
Apr. 13, 2013
Term Loan
CSC Holdings Term Loan Facility
Oct. 12, 2012
Term Loan
CSC Holdings Term Loan Facility
Sep. 30, 2016
Term Loan
CSC Holdings Term Loan Facility
Dec. 31, 2016
Term Loan
CSC Holdings Term Loan Facility
Sep. 30, 2017
Term Loan
CSC Holdings Term Loan Facility
Oct. 11, 2016
Term Loan
CSC Holdings Term Loan Facility
Jun. 21, 2016
Term Loan
CSC Holdings Term Loan Facility
Oct. 31, 2015
Term Loan
CSC Holdings Term Loan Facility
Sep. 30, 2017
Term Loan
CSC Holdings Term Loan Facility
Alternate Base Rate
Sep. 30, 2017
Term Loan
CSC Holdings Term Loan Facility
Eurodollar
Sep. 30, 2017
Term Loan
CSC Holdings Term Loan Facility
Senior Notes
Mar. 15, 2017
Term Loan
CVC Term Loan Facility
Apr. 30, 2017
Subsequent Event
Mar. 15, 2017
Subsequent Event
8.625% Senior Notes Due September 2017
Senior Notes
Mar. 15, 2017
Subsequent Event
8.625% Senior Notes Due September 2017
Senior Notes
Mar. 15, 2017
Subsequent Event
Revolving Credit Facility
CSC Holdings Revolving Credit Facility
Oct. 31, 2017
Subsequent Event
Revolving Credit Facility
CSC Holdings Revolving Credit Facility
Feb. 28, 2017
Subsequent Event
Revolving Credit Facility
CSC Holdings Revolving Credit Facility
Jan. 31, 2017
Subsequent Event
Revolving Credit Facility
CSC Holdings Revolving Credit Facility
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock pursuant to IPO
 
 
 
$ 2,264,252,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Principal Amount
 
5,429,338,000 
 
5,429,338,000 
 
3,490,256,000 
 
 
 
16,289,245,000 
17,955,024,000 
 
 
 
 
 
 
1,175,000,000 
1,175,000,000 
175,256,000 
2,105,000,000 
 
 
 
 
 
 
 
 
 
 
 
2,500,000,000 
2,992,500,000 
2,500,000,000 
3,000,000,000 
3,800,000,000 
 
 
 
3,000,000,000 
 
 
 
 
 
 
 
Credit facility
 
5,376,902,000 
 
5,376,902,000 
 
3,444,790,000 
 
 
 
 
 
 
 
 
 
 
 
1,149,024,000 
1,149,024,000 
145,013,000 
 
 
 
 
 
 
 
 
 
 
 
 
2,486,874,000 
2,974,768,000 
 
 
 
 
 
2,992,500,000 
 
 
 
 
 
 
 
 
Line of credit facility, aggregate principal amount
 
 
 
 
 
 
480,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,105,000,000 
2,300,000,000 
2,000,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of credit facility, increase in borrowing capacity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,300,000,000 
35,000,000 
70,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
500,000,000 
 
 
 
 
 
 
 
Repayments of lines of credit
 
 
 
 
 
 
 
 
 
 
 
 
2,493,750,000 
 
 
 
 
 
350,256,000 
 
 
 
 
 
 
 
2,030,699,000 
480,000,000 
 
2,030,699,000 
480,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,500,000,000 
50,000,000 
175,000,000 
 
Redemption of debt amount
 
 
 
1,729,400,000 
 
 
 
 
 
 
 
 
500,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
500,000,000 
 
 
 
 
 
Stated interest rate
 
 
 
 
 
 
 
 
 
 
 
 
 
8.625% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8.625% 
 
 
 
 
Loss on extinguishment of debt and write-off of deferred financing costs
18,976,000 
38,858,000 
600,240,000 
19,948,000 
127,649,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from credit facility debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
500,000,000 
1,350,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
225,000,000 
Cash distributions to shareholders
 
 
 
840,035,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
500,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
169,950,000 
 
 
 
 
 
 
Line of credit facility periodic payment, percentage of principal
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.25% 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.25% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of credit facility, periodic payment amount
 
 
 
 
 
 
 
 
 
 
 
25,000,000 
 
 
 
 
 
 
7,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
9,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basis spread on variable rate
 
 
 
 
 
 
 
2.50% 
3.50% 
 
 
 
 
 
 
 
3.25% 
 
 
 
 
 
 
 
2.25% 
3.25% 
 
 
2.25% 
 
 
 
 
 
 
 
 
1.25% 
2.25% 
 
 
 
 
 
 
 
 
 
Percentage of proceeds from asset sales required to pay down term loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100.00% 
100.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of excess cash flow required when minimum leverage ratio is not met
 
 
 
 
 
 
 
 
 
 
 
 
 
 
50.00% 
50.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of excess cash flow required to pay down term loans when minimum leverage ratio is fulfilled
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.00% 
0.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Minimum debt leverage ratio required for zero percent of excess cash flow obligation to prepay debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4.5 
4.5 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of credit facility, covenant, leverage ratio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5.0 
5.0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of credit facility, covenant, minimum undrawn letters of credit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 15,000,000 
$ 15,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Document Period End Date
 
 
 
Sep. 30, 2017 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DEBT - Cequel Credit Facilities (Details) (USD $)
0 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended 6 Months Ended 12 Months Ended 0 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended
Mar. 15, 2017
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Oct. 12, 2012
Oct. 12, 2012
Alternate Base Rate
Oct. 12, 2012
Eurodollar
Jun. 20, 2016
Revolving Credit Facility
Eurodollar
Jun. 20, 2016
Term Loan
Alternate Base Rate
Dec. 31, 2017
Cequel Term Loan Facility
Mar. 15, 2017
Cequel Term Loan Facility
Term Loan
Sep. 30, 2017
Cequel Term Loan Facility
Term Loan
Dec. 31, 2016
Cequel Term Loan Facility
Term Loan
Mar. 15, 2017
Cequel Term Loan Facility
Term Loan
Sep. 30, 2017
Cequel Term Loan Facility
Term Loan
Alternate Base Rate
Dec. 31, 2016
Cequel Term Loan Facility
Term Loan
Alternate Base Rate
Sep. 30, 2017
Cequel Term Loan Facility
Term Loan
Eurodollar
Sep. 30, 2017
Cequel Term Loan Facility
Term Loan
Senior Notes
Sep. 30, 2017
Cequel Revolving Credit Facility
Revolving Credit Facility
Dec. 31, 2016
Cequel Revolving Credit Facility
Revolving Credit Facility
Sep. 30, 2017
Cequel Revolving Credit Facility
Revolving Credit Facility
Alternate Base Rate
Dec. 31, 2016
Cequel Revolving Credit Facility
Revolving Credit Facility
Alternate Base Rate
Sep. 30, 2017
Cequel Revolving Credit Facility
Revolving Credit Facility
Eurodollar
Sep. 30, 2017
Cequel Credit Facilities
Dec. 31, 2016
Cequel Credit Facilities
Mar. 15, 2017
6.375% Senior Notes due September 15, 2020
Senior Notes
Sep. 30, 2017
6.375% Senior Notes due September 15, 2020
Senior Notes
Mar. 15, 2017
6.375% Senior Notes due September 15, 2020
Senior Notes
Dec. 31, 2016
6.375% Senior Notes due September 15, 2020
Senior Notes
Line of Credit Facility [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of credit facility, aggregate principal amount
 
 
 
 
 
 
$ 480,000,000 
 
 
 
 
 
 
$ 1,265,000,000 
$ 815,400,000 
$ 1,265,000,000 
 
 
 
 
$ 350,000,000 
$ 290,000,000 
 
 
 
 
 
 
 
 
 
Line of credit facility, increase in borrowing capacity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
450,000,000 
 
 
 
 
 
350,000,000 
 
 
 
 
 
 
 
 
 
Credit facility
 
5,376,902,000 
 
5,376,902,000 
 
3,444,790,000 
 
 
 
 
 
 
 
1,253,110,000 
812,903,000 
812,963,000 
 
 
 
1,261,838,000 
 
 
 
 
 
 
 
 
 
Redemption of debt amount
 
 
 
1,729,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
450,000,000 
 
 
 
Stated interest rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6.375% 
6.375% 
6.375% 
Loss on extinguishment of debt and write-off of deferred financing costs
18,976,000 
38,858,000 
600,240,000 
19,948,000 
127,649,000 
 
 
 
 
 
 
28,684,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of credit facility periodic payment, percentage of principal
 
 
 
 
 
 
 
 
 
 
 
 
 
0.25% 
1.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of credit facility, periodic payment amount
 
 
 
 
 
 
 
 
 
 
 
$ 8,150,000 
 
$ 3,163,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basis spread on variable rate
 
 
 
 
 
 
 
2.50% 
3.50% 
3.25% 
2.25% 
 
 
 
 
 
1.25% 
2.25% 
2.25% 
 
 
 
2.25% 
2.25% 
3.25% 
 
 
 
 
 
 
Percentage of proceeds from asset sales required to pay down term loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100.00% 
 
 
 
 
 
Percentage of excess cash flow required when minimum leverage ratio is not met
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
50.00% 
 
 
 
 
 
Percentage of excess cash flow required to pay down term loans when minimum leverage ratio is fulfilled
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.00% 
 
 
 
 
 
Minimum debt leverage ratio required for zero percent of excess cash flow obligation to prepay debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4.5 
 
 
 
 
 
Leverage maintenance covenant
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5.0 
5.0 
 
 
 
 
DEBT - Credit Facilities Outstanding (Details) (USD $)
9 Months Ended
Sep. 30, 2017
Dec. 31, 2016
Sep. 30, 2017
CSC Holdings Revolving Credit Facility
Revolving Credit Facility
Dec. 31, 2016
CSC Holdings Revolving Credit Facility
Revolving Credit Facility
Dec. 9, 2016
CSC Holdings Revolving Credit Facility
Revolving Credit Facility
Sep. 30, 2017
CSC Holdings Term Loan Facility
Term Loan
Dec. 31, 2016
CSC Holdings Term Loan Facility
Term Loan
Oct. 11, 2016
CSC Holdings Term Loan Facility
Term Loan
Jun. 21, 2016
CSC Holdings Term Loan Facility
Term Loan
Oct. 31, 2015
CSC Holdings Term Loan Facility
Term Loan
Sep. 30, 2017
Cequel Revolving Credit Facility
Revolving Credit Facility
Dec. 31, 2016
Cequel Revolving Credit Facility
Revolving Credit Facility
Sep. 30, 2017
Cequel Term Loan Facility
Term Loan
Mar. 15, 2017
Cequel Term Loan Facility
Term Loan
Dec. 31, 2016
Cequel Term Loan Facility
Term Loan
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Document Period End Date
Sep. 30, 2017 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stated interest rate
 
 
4.49% 
4.07% 
 
3.48% 
3.88% 
 
 
 
0.00% 
 
3.49% 
 
3.88% 
Principal Amount
$ 5,429,338,000 
$ 3,490,256,000 
$ 1,175,000,000 
$ 175,256,000 
$ 2,105,000,000 
$ 2,992,500,000 
$ 2,500,000,000 
$ 2,500,000,000 
$ 3,000,000,000 
$ 3,800,000,000 
$ 0 
 
$ 1,261,838,000 
 
$ 815,000,000 
Credit facility, Carrying Value
5,376,902,000 
3,444,790,000 
1,149,024,000 
145,013,000 
 
2,974,768,000 
2,486,874,000 
 
 
 
1,253,110,000 
812,963,000 
812,903,000 
Less: Current portion
92,650,000 
33,150,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Credit facility, noncurrent
5,284,252,000 
3,411,640,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Letters of credit outstanding
 
 
123,473,000 
 
 
 
 
 
 
 
16,575,000 
 
 
 
17,031,000 
Line of credit facility, remaining borrowing capacity
 
 
$ 1,001,527,000 
 
 
 
 
 
 
 
$ 333,425,000 
 
 
 
$ 332,969,000 
DEBT - Senior Guaranteed Notes and Senior Notes and Debentures (Details) (USD $)
9 Months Ended 1 Months Ended 9 Months Ended 1 Months Ended 0 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended 9 Months Ended 12 Months Ended 1 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Jul. 31, 2017
10.875% Senior Notes due in 2025
Sep. 30, 2017
Senior Notes
Dec. 31, 2016
Senior Notes
Sep. 30, 2017
Senior Notes
7.875% Notes due February 15, 2018
Dec. 31, 2016
Senior Notes
7.875% Notes due February 15, 2018
Sep. 30, 2017
Senior Notes
7.625% Notes due July 15, 2018
Dec. 31, 2016
Senior Notes
7.625% Notes due July 15, 2018
Sep. 30, 2017
Senior Notes
8.625% Notes due February 15, 2019
Dec. 31, 2016
Senior Notes
8.625% Notes due February 15, 2019
Sep. 30, 2017
Senior Notes
6.75% Notes due November 15, 2021
Dec. 31, 2016
Senior Notes
6.75% Notes due November 15, 2021
Sep. 30, 2017
Senior Notes
5.25% Notes due June 1, 2024
Dec. 31, 2016
Senior Notes
5.25% Notes due June 1, 2024
Sep. 30, 2017
Senior Notes
10.125% Notes due January 15, 2023
Dec. 31, 2016
Senior Notes
10.125% Notes due January 15, 2023
Oct. 9, 2015
Senior Notes
10.125% Notes due January 15, 2023
Jul. 31, 2017
Senior Notes
10.875% Notes due October 15, 2025
Sep. 30, 2017
Senior Notes
10.875% Notes due October 15, 2025
Dec. 31, 2016
Senior Notes
10.875% Notes due October 15, 2025
Oct. 9, 2015
Senior Notes
10.875% Notes due October 15, 2025
Sep. 30, 2017
Senior Notes
6.625% Notes due October 15, 2025
Dec. 31, 2016
Senior Notes
6.625% Notes due October 15, 2025
Oct. 15, 2015
Senior Notes
6.625% Notes due October 15, 2025
Sep. 30, 2017
Senior Notes
5.5% Notes due April 15, 2027
Dec. 31, 2016
Senior Notes
5.5% Notes due April 15, 2027
Sep. 23, 2016
Senior Notes
5.5% Notes due April 15, 2027
Sep. 30, 2017
Senior Notes
8.625% Notes due September 15, 2017
Apr. 30, 2017
Senior Notes
8.625% Notes due September 15, 2017
Dec. 31, 2016
Senior Notes
8.625% Notes due September 15, 2017
Sep. 30, 2017
Senior Notes
7.75% Notes due April 15, 2018
Dec. 31, 2016
Senior Notes
7.75% Notes due April 15, 2018
Sep. 30, 2017
Senior Notes
8.0% Notes due April 51, 2020
Dec. 31, 2016
Senior Notes
8.0% Notes due April 51, 2020
Sep. 30, 2017
Senior Notes
5.875% Notes due September 15, 2022
Dec. 31, 2016
Senior Notes
5.875% Notes due September 15, 2022
Mar. 15, 2017
Senior Notes
6.375% Senior Notes due September 15, 2020
Sep. 30, 2017
Senior Notes
6.375% Senior Notes due September 15, 2020
Mar. 15, 2017
Senior Notes
6.375% Senior Notes due September 15, 2020
Dec. 31, 2016
Senior Notes
6.375% Senior Notes due September 15, 2020
Sep. 30, 2017
Senior Notes
5.125% Senior Notes due December 15, 2021
Dec. 31, 2016
Senior Notes
5.125% Senior Notes due December 15, 2021
Sep. 30, 2017
Senior Notes
5.375% Senior Notes due July 15, 2023
Dec. 31, 2016
Senior Notes
5.375% Senior Notes due July 15, 2023
Jun. 12, 2015
Senior Notes
5.375% Senior Notes due July 15, 2023
Sep. 30, 2017
Senior Notes
7.75% Senior Notes due July 15, 2025
Dec. 31, 2016
Senior Notes
7.75% Senior Notes due July 15, 2025
Jun. 12, 2015
Senior Notes
7.75% Senior Notes due July 15, 2025
Sep. 30, 2017
Senior Notes
5.5% Senior Notes due May 15, 2026
Dec. 31, 2016
Senior Notes
5.5% Senior Notes due May 15, 2026
Apr. 26, 2016
Senior Notes
5.5% Senior Notes due May 15, 2026
Sep. 30, 2017
Senior Notes
Senior Notes due in 2025
Dec. 31, 2016
Senior Notes
Senior Notes due in 2025
Jul. 31, 2017
Senior Notes
10.875% Senior Notes due in 2025
Sep. 30, 2017
Cablevision Systems Corp.
Senior Notes
10.125% Notes due January 15, 2023
Dec. 31, 2016
Cablevision Systems Corp.
Senior Notes
10.125% Notes due January 15, 2023
Sep. 30, 2017
Cablevision Systems Corp.
Senior Notes
10.875% Notes due October 15, 2025
Dec. 31, 2016
Cablevision Systems Corp.
Senior Notes
10.875% Notes due October 15, 2025
Sep. 30, 2017
Cablevision Systems Corp.
Senior Notes
6.625% Notes due October 15, 2025
Dec. 31, 2016
Cablevision Systems Corp.
Senior Notes
6.625% Notes due October 15, 2025
Jun. 21, 2016
Cablevision Systems Corp.
Senior Notes
CSC Holdings Senior Notes
Sep. 30, 2017
Cablevision Systems Corp.
Senior Notes
CSC Holdings Senior Notes
Dec. 31, 2016
Cablevision Systems Corp.
Senior Notes
CSC Holdings Senior Notes
Jul. 31, 2017
IPO
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Document Period End Date
Sep. 30, 2017 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate
 
 
 
10.875% 
 
 
7.875% 
7.875% 
7.625% 
7.625% 
8.625% 
8.625% 
6.75% 
6.75% 
5.25% 
5.25% 
10.125% 
10.125% 
10.125% 
 
10.875% 
10.875% 
10.875% 
6.625% 
6.625% 
6.625% 
5.50% 
5.50% 
5.50% 
8.625% 
 
8.625% 
7.75% 
7.75% 
8.00% 
8.00% 
5.875% 
5.875% 
 
6.375% 
6.375% 
6.375% 
5.125% 
5.125% 
5.375% 
5.375% 
5.375% 
7.75% 
7.75% 
7.75% 
5.50% 
5.50% 
5.50% 
 
 
 
 
 
 
 
 
 
 
 
 
 
Principal Amount
$ 5,429,338,000 
 
$ 3,490,256,000 
 
$ 16,289,245,000 
$ 17,955,024,000 
$ 300,000,000 
$ 300,000,000 
$ 500,000,000 
$ 500,000,000 
$ 526,000,000 
$ 526,000,000 
$ 1,000,000,000 
$ 1,000,000,000 
$ 750,000,000 
$ 750,000,000 
$ 1,800,000,000 
$ 1,800,000,000 
$ 1,800,000,000 
 
$ 1,684,221,000 
$ 2,000,000,000 
$ 2,000,000,000 
$ 1,000,000,000 
$ 1,000,000,000 
$ 1,000,000,000 
$ 1,310,000,000 
$ 1,310,000,000 
$ 1,310,000,000 
$ 0 
 
$ 900,000,000 
$ 750,000,000 
$ 750,000,000 
$ 500,000,000 
$ 500,000,000 
$ 649,024,000 
$ 649,024,000 
 
$ 1,050,000,000 
 
$ 1,500,000,000 
$ 1,250,000,000 
$ 1,250,000,000 
$ 1,100,000,000 
$ 1,100,000,000 
$ 1,100,000,000 
$ 620,000,000 
$ 620,000,000 
$ 300,000 
$ 1,500,000,000 
$ 1,500,000,000 
$ 1,500,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carrying Amount
15,853,175,000 
 
17,507,325,000 
 
 
17,507,325,000 
303,531,000 
310,334,000 
511,312,000 
521,654,000 
544,422,000 
553,804,000 
957,954,000 
951,702,000 
657,903,000 
650,193,000 
1,777,085,000 
1,774,750,000 
 
 
1,660,583,000 
1,970,379,000 
 
986,394,000 
985,469,000 
 
1,304,353,000 
1,304,025,000 
 
 
926,045,000 
757,515,000 
767,545,000 
491,224,000 
488,992,000 
568,796,000 
559,500,000 
 
1,025,616,000 
 
1,457,439,000 
1,132,926,000 
1,115,767,000 
1,081,815,000 
1,079,869,000 
 
604,001,000 
602,925,000 
 
1,487,745,000 
1,486,933,000 
 
 
 
315,779,000 
 
 
 
 
 
 
 
 
 
 
Less: Current portion
1,572,358,000 
 
926,045,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
14,280,817,000 
 
16,581,280,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Redeemable debt, percent
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
40.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
40.00% 
40.00% 
 
40.00% 
40.00% 
 
40.00% 
40.00% 
 
 
 
 
 
 
 
 
 
 
 
40.00% 
40.00% 
 
Adjustment to fair value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
52,788,000 
 
 
 
Redemption price, percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
105.50% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
105.375% 
105.375% 
 
107.75% 
107.75% 
 
105.50% 
105.50% 
 
100.00% 
100.00% 
 
110.125% 
110.125% 
110.875% 
110.875% 
106.625% 
106.625% 
 
 
 
 
Extinguishment of debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
400,000,000 
500,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consideration received on transaction, used to repay long term debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
350,120,000 
Repurchase of senior notes
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
315,779,000 
 
 
 
 
 
 
 
 
 
 
Write-off of deferred financings costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,516,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss on extinguishment of debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
34,341,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Redemption of debt amount
$ 1,729,400,000 
$ 0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 450,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DEBT - Summary of Debt Maturities (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Debt Instrument [Line Items]
 
 
2017
$ 35,181 
$ 1,728,293 
2018
1,613,120 
2,112,093 
2019
574,708 
565,678 
2020
1,592,730 
2,034,553 
2021
4,928,216 
2,458,479 
Thereafter
14,486,320 
15,629,304 
Cablevision Systems Corp.
 
 
Debt Instrument [Line Items]
 
 
2017
29,925 
1,719,180 
2018
1,598,699 
2,103,441 
2019
561,995 
557,348 
2020
530,007 
526,340 
2021
3,664,638 
1,200,256 
Thereafter
10,058,245 
9,884,024 
Cequel Corp.
 
 
Debt Instrument [Line Items]
 
 
2017
5,256 
9,113 
2018
14,421 
8,652 
2019
12,713 
8,330 
2020
1,062,723 
1,508,213 
2021
1,263,578 
1,258,223 
Thereafter
$ 4,428,075 
$ 3,995,280 
DERIVATIVE CONTRACTS AND COLLATERALIZED INDEBTEDNESS - Location of Assets and Liabilities Within the Consolidated Balance Sheets (Details) (Not Designated as Hedging Instruments, USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Derivative Instruments, Fair Value [Abstract]
 
 
Asset Derivatives
$ 54,578 
$ 10,956 
Liability Derivatives
(224,663)
(91,981)
Prepaid forward contracts |
Current derivative contracts
 
 
Derivative Instruments, Fair Value [Abstract]
 
 
Asset Derivatives
54,578 
352 
Liability Derivatives
(54,578)
(13,158)
Prepaid forward contracts |
Long-term derivative contracts
 
 
Derivative Instruments, Fair Value [Abstract]
 
 
Asset Derivatives
10,604 
Liability Derivatives
(52,488)
Put-Call Options |
Liabilities under derivative contracts, current
 
 
Derivative Instruments, Fair Value [Abstract]
 
 
Asset Derivatives
Liability Derivatives
(48,326)
Interest Rate Swap |
Long-term liabilities under derivative contracts
 
 
Derivative Instruments, Fair Value [Abstract]
 
 
Asset Derivatives
Liability Derivatives
$ (69,271)
$ (78,823)
DERIVATIVE CONTRACTS AND COLLATERALIZED INDEBTEDNESS - Settlements of Collateralized Indebtedness (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
1 Months Ended 9 Months Ended 12 Months Ended 1 Months Ended
Jan. 31, 2017
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Feb. 28, 2017
Comcast
Derivative [Line Items]
 
 
 
 
 
Number of shares (in shares)
5,337,750 
21,477,618 
 
5,337,750 
 
Collateralized indebtedness settled
 
$ (617,151)
 
$ (143,102)
 
Derivatives contracts settled
 
(37,838)
 
 
 
Derivatives contracts settled
 
(654,989)
(143,102)
(143,102)
 
Proceeds from new monetization contracts
 
662,724 
179,388 
179,388 
 
Net cash proceeds
 
$ 7,735 
 
$ 36,286 
 
Stock spit, conversion ratio
 
 
 
 
DERIVATIVE CONTRACTS AND COLLATERALIZED INDEBTEDNESS - Narrative (Details) (USD $)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended 3 Months Ended 1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended 1 Months Ended
Jan. 31, 2017
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Apr. 30, 2017
Notes payable
Notes related to derivative contracts
Sep. 30, 2017
Not Designated as Hedging Instruments
Dec. 31, 2016
Not Designated as Hedging Instruments
Sep. 30, 2017
Put-Call Options
Oct. 31, 2017
Put-Call Options
Subsequent Event
Sep. 30, 2017
Interest Rate Swap
Sep. 30, 2017
Interest Rate Swap
Dec. 31, 2016
Interest Rate Swap
Dec. 31, 2016
Interest Rate Swap
Not Designated as Hedging Instruments
instrument
Sep. 30, 2016
Interest Rate Swap
Not Designated as Hedging Instruments
instrument
Sep. 30, 2017
Interest Rate Swap, Conversion, Tranche One
Not Designated as Hedging Instruments
Dec. 31, 2016
Interest Rate Swap, Conversion, Tranche One
Not Designated as Hedging Instruments
Sep. 30, 2016
Interest Rate Swap, Conversion, Tranche One
Not Designated as Hedging Instruments
Sep. 30, 2017
Interest Rate Swap, Conversion, Tranche Two
Not Designated as Hedging Instruments
Dec. 31, 2016
Interest Rate Swap, Conversion, Tranche Two
Not Designated as Hedging Instruments
Sep. 30, 2016
Interest Rate Swap, Conversion, Tranche Two
Not Designated as Hedging Instruments
Sep. 30, 2017
Prepaid forward contracts
Sep. 30, 2017
Prepaid forward contracts
Dec. 31, 2016
Prepaid forward contracts
Apr. 30, 2017
Monetization contract
Sep. 30, 2017
Liabilities under derivative contracts, current
Put-Call Options
Not Designated as Hedging Instruments
Dec. 31, 2016
Liabilities under derivative contracts, current
Put-Call Options
Not Designated as Hedging Instruments
Derivative [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Document Period End Date
 
 
 
Sep. 30, 2017 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative assets, collateral
 
 
 
 
 
 
 
 
 
$ 45,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative liability
 
 
 
 
 
 
 
224,663,000 
91,981,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
48,326,000 
Realized loss on settlement of derivative
 
 
 
 
 
 
 
 
 
24,039,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
53,696,000 
 
 
 
Loss on derivative contracts
 
 
 
 
 
 
 
 
 
72,365,000 
25,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of derivative instruments held
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative notional amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
750,000,000 
750,000,000 
 
750,000,000 
750,000,000 
 
 
 
 
 
 
Derivative, fixed interest rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.6655% 
1.6655% 
 
1.68% 
1.68% 
 
 
 
 
 
 
 
Amount of gain (loss) recognized
 
 
 
 
 
 
 
 
 
 
 
1,051,000 
12,539,000 
72,961,000 
 
 
 
 
 
 
 
 
55,602,000 
(81,905,000)
 
 
 
 
Gain (loss) on investments, net
 
(18,900,000)
24,833,000 
169,888,000 
83,467,000 
141,896,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares related to monetization contracts (in shares)
5,337,750 
 
 
21,477,618 
 
5,337,750 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
32,153,118 
 
 
Maximum hedge price at which downside protection is provided (in dollars per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 35.47 
 
 
Maximum hedge price at which upside benefit is provided (in dollars per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 44.72 
 
 
Fair value of derivative contracts, net
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
64,793,000 
 
 
Long-term debt
 
 
 
 
 
 
111,657,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Discount on notes
 
 
 
 
 
 
$ 46,864,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FAIR VALUE MEASUREMENT - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Fair Value Measured on a Recurring Basis |
Level III
 
 
Liabilities:
 
 
Contingent consideration related to 2017 acquisition
$ 30,000 
$ 0 
Prepaid forward contracts |
Fair Value Measured on a Recurring Basis
 
 
Assets:
 
 
Derivative asset
 
10,956 
Liabilities:
 
 
Derivative liability
 
13,158 
Prepaid forward contracts |
Fair Value Measured on a Recurring Basis |
Level II
 
 
Assets:
 
 
Derivative asset
54,578 
10,956 
Liabilities:
 
 
Derivative liability
107,066 
13,158 
Put-Call Options |
Fair Value Measured on a Recurring Basis |
Level II
 
 
Liabilities:
 
 
Derivative liability
48 
Interest rate swap contracts |
Fair Value Measured on a Recurring Basis
 
 
Liabilities:
 
 
Derivative liability
 
78,823 
Interest rate swap contracts |
Fair Value Measured on a Recurring Basis |
Level II
 
 
Liabilities:
 
 
Derivative liability
69,271 
78,823 
Investment securities pledged as collateral |
Fair Value Measured on a Recurring Basis
 
 
Assets:
 
 
Investment securities
 
1,483,030 
Investment securities pledged as collateral |
Fair Value Measured on a Recurring Basis |
Level I
 
 
Assets:
 
 
Investment securities
1,652,917 
1,483,030 
Money market funds (of which $14,700 is classified as restricted cash as of December 31, 2016)
 
 
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
 
 
Restricted cash
350,121 
14,700 
Money market funds (of which $14,700 is classified as restricted cash as of December 31, 2016) |
Fair Value Measured on a Recurring Basis
 
 
Assets:
 
 
Cash and cash equivalents
 
100,139 
Money market funds (of which $14,700 is classified as restricted cash as of December 31, 2016) |
Fair Value Measured on a Recurring Basis |
Level I
 
 
Assets:
 
 
Cash and cash equivalents
$ 65,801 
$ 100,139 
FAIR VALUE MEASUREMENT - Fair Value of Financial Instruments (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2017
Sep. 30, 2017
Carrying Amount
Dec. 31, 2016
Carrying Amount
Sep. 30, 2017
Estimated Fair Value
Dec. 31, 2016
Estimated Fair Value
Sep. 30, 2017
Altice N.V.
Notes payable to affiliates and related parties
Carrying Amount
Level II
Dec. 31, 2016
Altice N.V.
Notes payable to affiliates and related parties
Carrying Amount
Level II
Sep. 30, 2017
Altice N.V.
Notes payable to affiliates and related parties
Estimated Fair Value
Level II
Dec. 31, 2016
Altice N.V.
Notes payable to affiliates and related parties
Estimated Fair Value
Level II
Sep. 30, 2017
CSC Holdings
Credit facility debt
Carrying Amount
Level II
Dec. 31, 2016
CSC Holdings
Credit facility debt
Carrying Amount
Level II
Sep. 30, 2017
CSC Holdings
Credit facility debt
Estimated Fair Value
Level II
Dec. 31, 2016
CSC Holdings
Credit facility debt
Estimated Fair Value
Level II
Sep. 30, 2017
CSC Holdings
Collateralized indebtedness
Carrying Amount
Level II
Dec. 31, 2016
CSC Holdings
Collateralized indebtedness
Carrying Amount
Level II
Sep. 30, 2017
CSC Holdings
Collateralized indebtedness
Estimated Fair Value
Level II
Dec. 31, 2016
CSC Holdings
Collateralized indebtedness
Estimated Fair Value
Level II
Sep. 30, 2017
CSC Holdings
Senior guaranteed notes
Carrying Amount
Level II
Dec. 31, 2016
CSC Holdings
Senior guaranteed notes
Carrying Amount
Level II
Sep. 30, 2017
CSC Holdings
Senior guaranteed notes
Estimated Fair Value
Level II
Dec. 31, 2016
CSC Holdings
Senior guaranteed notes
Estimated Fair Value
Level II
Sep. 30, 2017
CSC Holdings
Senior notes and debentures
Carrying Amount
Level II
Dec. 31, 2016
CSC Holdings
Senior notes and debentures
Carrying Amount
Level II
Sep. 30, 2017
CSC Holdings
Senior notes and debentures
Estimated Fair Value
Level II
Dec. 31, 2016
CSC Holdings
Senior notes and debentures
Estimated Fair Value
Level II
Sep. 30, 2017
CSC Holdings
Notes payable
Carrying Amount
Level II
Dec. 31, 2016
CSC Holdings
Notes payable
Carrying Amount
Level II
Sep. 30, 2017
CSC Holdings
Notes payable
Estimated Fair Value
Level II
Dec. 31, 2016
CSC Holdings
Notes payable
Estimated Fair Value
Level II
Dec. 31, 2016
Cablevision Systems Corp.
Senior guaranteed notes
Carrying Amount
Level II
Dec. 31, 2016
Cablevision Systems Corp.
Senior guaranteed notes
Estimated Fair Value
Level II
Sep. 30, 2017
Cablevision Systems Corp.
Senior notes and debentures
Carrying Amount
Level II
Dec. 31, 2016
Cablevision Systems Corp.
Senior notes and debentures
Carrying Amount
Level II
Sep. 30, 2017
Cablevision Systems Corp.
Senior notes and debentures
Estimated Fair Value
Level II
Dec. 31, 2016
Cablevision Systems Corp.
Senior notes and debentures
Estimated Fair Value
Level II
Sep. 30, 2017
Cequel Corp.
Credit facility debt
Carrying Amount
Level II
Dec. 31, 2016
Cequel Corp.
Credit facility debt
Carrying Amount
Level II
Sep. 30, 2017
Cequel Corp.
Credit facility debt
Estimated Fair Value
Level II
Dec. 31, 2016
Cequel Corp.
Credit facility debt
Estimated Fair Value
Level II
Sep. 30, 2017
Cequel Corp.
Senior notes and debentures
Carrying Amount
Level II
Dec. 31, 2016
Cequel Corp.
Senior notes and debentures
Carrying Amount
Level II
Sep. 30, 2017
Cequel Corp.
Senior notes and debentures
Estimated Fair Value
Level II
Dec. 31, 2016
Cequel Corp.
Senior notes and debentures
Estimated Fair Value
Level II
Sep. 30, 2017
Cequel Corp.
Notes payable
Carrying Amount
Level II
Dec. 31, 2016
Cequel Corp.
Notes payable
Carrying Amount
Level II
Sep. 30, 2017
Cequel Corp.
Notes payable
Estimated Fair Value
Level II
Dec. 31, 2016
Cequel Corp.
Notes payable
Estimated Fair Value
Level II
Sep. 30, 2017
Cequel Corp.
Senior secured notes
Carrying Amount
Level II
Dec. 31, 2016
Cequel Corp.
Senior secured notes
Carrying Amount
Level II
Sep. 30, 2017
Cequel Corp.
Senior secured notes
Estimated Fair Value
Level II
Dec. 31, 2016
Cequel Corp.
Senior secured notes
Estimated Fair Value
Level II
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Document Period End Date
Sep. 30, 2017 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt, fair value
 
$ 22,624,390 
$ 24,001,910 
$ 24,454,656 
$ 25,896,046 
$ 0 
$ 1,750,000 
$ 0 
$ 1,837,876 
$ 4,123,792 
$ 2,631,887 
$ 4,167,500 
$ 2,675,256 
$ 1,314,788 
$ 1,286,069 
$ 1,286,557 
$ 1,280,048 
$ 2,290,748 
$ 2,289,494 
$ 2,460,675 
$ 2,416,375 
$ 6,412,789 
$ 6,732,816 
$ 7,421,261 
$ 7,731,150 
$ 76,442 
$ 13,726 
$ 72,802 
$ 13,260 
$ 2,742,082 
$ 2,920,056 
$ 1,817,536 
$ 2,742,082 
$ 1,998,340 
$ 2,920,056 
$ 1,253,110 
$ 812,903 
$ 1,261,838 
$ 815,000 
$ 2,762,543 
$ 3,176,131 
$ 3,036,850 
$ 3,517,275 
$ 3,083 
$ 0 
$ 3,083 
$ 0 
$ 2,569,559 
$ 2,566,802 
$ 2,745,750 
$ 2,689,750 
INCOME TAXES (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended
Sep. 30, 2017
Mar. 31, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Sep. 30, 2016
State and Local Jurisdiction
Sep. 30, 2016
State and Local Jurisdiction
Sep. 30, 2017
Domestic Tax Authority
Jun. 30, 2016
Cablevision Systems Corp.
Dec. 31, 2016
Cablevision Systems Corp.
Income Tax Disclosure [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Income tax expense (benefit)
$ 134,688 
 
$ 118,230 
$ 429,664 
$ 101,332 
$ 259,666 
 
 
 
 
 
Effective tax rate (percent)
43.00% 
 
 
37.00% 
 
 
 
 
 
 
 
Income tax expense related to share-based compensation cost
6,002 
 
 
16,373 
 
5,029 
 
 
 
 
 
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Deferred income tax charge
 
 
 
(458,608)
(105,468)
(263,989)
2,431 
18,542 
 
153,660 
 
Unrealized excess tax benefits recognized with the adoption of ASU 2016-09
 
309,000 
 
308,231 
 
309,000 
 
 
 
 
 
Net operating loss carryforward
 
 
 
 
 
$ 3,078,119 
 
 
$ 2,674,000 
 
$ 877,975 
SHARE BASED COMPENSATION - Narrative (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2017
Sep. 30, 2017
Dec. 31, 2016
Sep. 30, 2017
Carry Unit Awards
Dec. 31, 2016
Carry Unit Awards
Jun. 21, 2016
Carry Unit Awards
Second Anniversary
Sep. 30, 2017
Carry Unit Awards
Second Anniversary
Dec. 31, 2016
Carry Unit Awards
Second Anniversary
Jun. 21, 2016
Carry Unit Awards
Third Anniversary
Sep. 30, 2017
Carry Unit Awards
Third Anniversary
Dec. 31, 2016
Carry Unit Awards
Third Anniversary
Jun. 21, 2016
Carry Unit Awards
Fourth Anniversary
Sep. 30, 2017
Carry Unit Awards
Fourth Anniversary
Dec. 31, 2016
Carry Unit Awards
Fourth Anniversary
Sep. 30, 2017
Employee
Carry Unit Awards
Dec. 31, 2016
Employee
Carry Unit Awards
Sep. 30, 2017
Affiliates
Carry Unit Awards
Dec. 31, 2016
Affiliates
Carry Unit Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Award vesting percentage
 
 
 
 
 
50.00% 
50.00% 
50.00% 
25.00% 
25.00% 
25.00% 
25.00% 
25.00% 
25.00% 
 
 
 
 
Awards authorized (in shares)
 
 
 
259,442,785 
259,442,785 
 
 
 
 
 
 
 
 
 
 
 
 
 
Granted (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
215,295,834 
147,700,000 
11,300,000 
55,100,000 
Repurchase period following termination
 
 
 
60 days 
60 days 
 
 
 
 
 
 
 
 
 
 
 
 
 
Repurchase period following fourth anniversary
 
 
60 days 
60 days 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carry unit plan, written promissory note period
 
 
 
3 years 
3 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average fair value (in dollars per unit)
 
 
 
$ 3.49 
$ 1.76 
 
 
 
 
 
 
 
 
 
 
 
 
 
Employee and non-employee share-based compensation expense
$ 15,005 
$ 40,932 
$ 14,368 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Employee share-based compensation expense
14,448 
39,150 
9,849 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-employee share-based compensation expense
$ 557 
$ 1,782 
$ 4,519 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SHARE BASED COMPENSATION -Carrying Unit Award Activity (Details) (USD $)
9 Months Ended
Sep. 30, 2017
Time Vesting Awards
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
 
Beginning balance (in shares)
192,800,000 
Granted (in shares)
28,025,000 
Forfeited (in shares)
(4,229,166)
Ending balance (in shares)
216,595,834 
Awards vested at September 30, 2017
Performance Based Vesting Awards
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
 
Beginning balance (in shares)
10,000,000 
Granted (in shares)
Forfeited (in shares)
Ending balance (in shares)
10,000,000 
Awards vested at September 30, 2017
Carry Unit Awards
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
 
Balance at beginning of period, weighted average grant date fair value (in dollars per share)
$ 0.37 
Granted weighted average grant date fair value (in dollars per share)
$ 3.14 
Forfeited weighted average grant date fair value (in dollars per share)
$ 0.37 
Balance at End of period, weighted average grant date fair value (in dollars per share)
$ 0.71 
COMMITMENTS AND CONTINGENCIES (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2017
Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
 
 
Estimated litigation liability
 
$ 5,200 
Increase in estimated litigation liability
$ 800 
 
SEGMENT INFORMATION - Narrative (Details)
9 Months Ended 12 Months Ended
Sep. 30, 2017
segment
Dec. 31, 2016
segment
Segment Reporting [Abstract]
 
 
Number of reportable business segments
SEGMENT INFORMATION - Reconciliation of Adjusted EBITDA to Operating Income (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Operating Income (Loss) from Continuing Operations Before Income Taxes [Abstract]
 
 
 
 
 
Operating income
$ 134,864 
$ 142,779 
$ 639,880 
$ 242,442 
$ 459,666 
Share-based compensation expense
15,005 
1,670 
40,932 
1,670 
14,368 
Restructuring and other expense
53,448 
47,816 
142,765 
155,086 
240,395 
Depreciation and amortization (including impairments)
823,265 
670,929 
2,138,776 
1,085,929 
1,700,306 
Adjusted EBITDA
1,026,582 
863,194 
2,962,353 
1,485,127 
2,414,735 
Cablevision Systems Corp.
 
 
 
 
 
Operating Income (Loss) from Continuing Operations Before Income Taxes [Abstract]
 
 
 
 
 
Operating income
11,185 
39,947 
244,667 
(32,133)
74,865 
Share-based compensation expense
11,555 
1,091 
28,597 
1,091 
9,164 
Restructuring and other expense
35,364 
45,176 
105,182 
143,891 
212,150 
Depreciation and amortization (including impairments)
656,102 
481,497 
1,641,477 
526,057 
963,665 
Adjusted EBITDA
714,206 
567,711 
2,019,923 
638,906 
1,259,844 
Cequel Corp.
 
 
 
 
 
Operating Income (Loss) from Continuing Operations Before Income Taxes [Abstract]
 
 
 
 
 
Operating income
123,679 
102,832 
395,213 
274,575 
384,801 
Share-based compensation expense
3,450 
579 
12,335 
579 
5,204 
Restructuring and other expense
18,084 
2,640 
37,583 
11,195 
28,245 
Depreciation and amortization (including impairments)
167,163 
189,432 
497,299 
559,872 
736,641 
Adjusted EBITDA
$ 312,376 
$ 295,483 
$ 942,430 
$ 846,221 
$ 1,154,891 
SEGMENT INFORMATION - Reconciliation of Reportable Segments to Consolidated Balances (Details) (USD $)
In Thousands, unless otherwise specified
0 Months Ended 3 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended
Mar. 15, 2017
Sep. 30, 2017
Sep. 30, 2016
Jun. 20, 2016
Dec. 31, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Operating Income (Loss) from Continuing Operations Before Income Taxes [Abstract]
 
 
 
 
 
 
 
 
Operating income for reportable segments
 
$ 134,864 
$ 142,779 
 
 
$ 639,880 
$ 242,442 
$ 459,666 
Items excluded from operating income:
 
 
 
 
 
 
 
 
Interest expense
 
(379,064)
(446,242)
(157,192)
(419,456)
(1,232,730)
(1,015,866)
(1,456,541)
Interest income
 
961 
404 
 
 
1,373 
12,787 
13,811 
Gain (loss) on investments, net
 
(18,900)
24,833 
 
 
169,888 
83,467 
141,896 
Gain (loss) on derivative contracts, net
 
(16,763)
773 
 
 
(154,270)
(26,572)
(53,696)
Gain (loss) on interest rate swap contracts
 
1,051 
(15,861)
 
 
12,539 
24,380 
(72,961)
Loss on extinguishment of debt and write-off of deferred financing costs
(18,976)
(38,858)
 
 
(600,240)
(19,948)
(127,649)
Other income (expense), net
 
(65)
2,531 
 
 
832 
2,548 
4,329 
Loss before income taxes
 
$ (316,774)
$ (290,783)
 
 
$ (1,162,728)
$ (696,762)
$ (1,091,145)
SEGMENT INFORMATION - Summary of Revenue by Segment (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
$ 2,327,175 
$ 2,260,221 
$ 6,961,192 
$ 3,711,311 
$ 6,017,212 
Pay TV
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
1,054,392 
1,051,995 
3,185,610 
1,700,286 
 
Broadband
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
646,094 
578,605 
1,887,279 
1,019,069 
 
Telephony
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
204,753 
216,186 
624,077 
315,137 
 
Business services and wholesale
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
324,760 
309,366 
968,291 
504,963 
 
Advertising
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
84,539 
88,759 
257,255 
138,934 
245,702 
Other
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
12,637 
15,310 
38,680 
32,922 
 
Cablevision Systems Corp.
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
 
 
 
 
3,444,052 
Cablevision Systems Corp. |
Advertising
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
 
 
 
 
157,331 
Cequel Corp.
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
 
 
 
 
2,573,160 
Cequel Corp. |
Advertising
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
 
 
 
 
88,371 
Operating Segments |
Cablevision Systems Corp.
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
1,664,319 
1,614,699 
4,973,542 
1,798,559 
 
Operating Segments |
Cablevision Systems Corp. |
Pay TV
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
782,214 
772,886 
2,356,230 
859,932 
 
Operating Segments |
Cablevision Systems Corp. |
Broadband
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
404,153 
366,166 
1,177,731 
406,057 
 
Operating Segments |
Cablevision Systems Corp. |
Telephony
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
172,904 
178,000 
524,696 
198,282 
 
Operating Segments |
Cablevision Systems Corp. |
Business services and wholesale
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
230,274 
220,352 
690,168 
244,685 
 
Operating Segments |
Cablevision Systems Corp. |
Advertising
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
67,563 
67,815 
203,351 
75,458 
 
Operating Segments |
Cablevision Systems Corp. |
Other
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
7,211 
9,480 
21,366 
14,145 
 
Operating Segments |
Cequel Corp.
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
663,336 
645,522 
1,988,130 
1,912,752 
 
Operating Segments |
Cequel Corp. |
Pay TV
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
272,178 
279,109 
829,380 
840,354 
 
Operating Segments |
Cequel Corp. |
Broadband
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
241,941 
212,439 
709,548 
613,012 
 
Operating Segments |
Cequel Corp. |
Telephony
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
31,849 
38,186 
99,381 
116,855 
 
Operating Segments |
Cequel Corp. |
Business services and wholesale
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
94,486 
89,014 
278,123 
260,278 
 
Operating Segments |
Cequel Corp. |
Advertising
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
17,456 
20,944 
54,384 
63,476 
 
Operating Segments |
Cequel Corp. |
Other
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
5,426 
5,830 
17,314 
18,777 
 
Eliminations
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
(480)
 
(480)
 
 
Eliminations |
Pay TV
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
 
 
 
Eliminations |
Broadband
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
 
 
 
Eliminations |
Telephony
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
 
 
 
Eliminations |
Business services and wholesale
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
 
 
 
Eliminations |
Advertising
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
(480)
 
(480)
 
 
Eliminations |
Other
 
 
 
 
 
Revenue from External Customer [Line Items]
 
 
 
 
 
Revenues
$ 0 
 
$ 0 
 
 
SEGMENT INFORMATION - Capital Expenditures by Reportable Segment (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Segment Reporting Information, Capital Expenditures [Abstract]
 
 
 
 
 
Capital expenditures
$ 303,636 
$ 248,156 
$ 763,298 
$ 377,726 
$ 625,541 
Cablevision Systems Corp.
 
 
 
 
 
Segment Reporting Information, Capital Expenditures [Abstract]
 
 
 
 
 
Capital expenditures
228,594 
150,815 
550,231 
150,965 
298,357 
Cequel Corp.
 
 
 
 
 
Segment Reporting Information, Capital Expenditures [Abstract]
 
 
 
 
 
Capital expenditures
$ 75,042 
$ 97,341 
$ 213,067 
$ 226,761 
$ 327,184 
SUBSEQUENT EVENT (Details) (CSC Holdings, Subsequent Event, Revolving Credit Facility, USD $)
In Thousands, unless otherwise specified
0 Months Ended
Oct. 31, 2017
CSC Holdings |
Subsequent Event |
Revolving Credit Facility
 
Subsequent Event [Line Items]
 
Repayment of revolving credit facility
$ 500,000 
CONSOLIDATED BALANCE SHEETS (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2016
Current Assets:
 
Cash and cash equivalents
$ 486,792 
Restricted cash
16,301 
Accounts receivable, trade (less allowance for doubtful accounts of $11,677)
349,626 
Prepaid expenses and other current assets (including a prepayment to an affiliate of $11,296 in 2017) (See Note 14)
88,151 
Amounts due from affiliates
22,182 
Investment securities pledged as collateral
741,515 
Derivative contracts
352 
Total current assets
1,704,919 
Property, plant and equipment, net of accumulated depreciation of $1,039,297
6,597,635 
Investment in affiliates
5,606 
Investment securities pledged as collateral
741,515 
Derivative contracts
10,604 
Other assets
48,545 
Amortizable intangible assets, net of accumulated amortization
6,352,644 
Indefinite-lived cable television franchises
13,020,081 
Goodwill
7,992,700 
Total assets
36,474,249 
Current Liabilities:
 
Accounts payable
697,310 
Interest
576,778 
Employee related costs
260,019 
Other accrued expenses
333,522 
Amounts due to affiliates
127,363 
Deferred revenue
94,816 
Liabilities under derivative contracts
13,158 
Collateralized indebtedness
622,332 
Credit facility debt
33,150 
Senior notes and debentures
926,045 
Capital lease obligations
15,013 
Notes payable
5,427 
Total current liabilities
3,704,933 
Defined benefit plan obligations
84,106 
Notes payable to affiliates and related parties
1,750,000 
Other liabilities
113,485 
Deferred tax liability
7,966,815 
Liabilities under derivative contracts
78,823 
Collateralized indebtedness
663,737 
Credit facility debt
3,411,640 
Senior notes and debentures
16,581,280 
Capital lease obligations
13,142 
Notes payable
8,299 
Total liabilities
34,376,260 
Redeemable equity
68,147 
Stockholders' Equity:
 
Paid-in capital
3,003,554 
Accumulated deficit
(975,978)
Total stockholders' equity before accumulated other comprehensive Income and non-controlling interest
2,027,576 
Accumulated other comprehensive income (loss)
1,979 
Total stockholders' equity
2,029,555 
Noncontrolling interest
287 
Total stockholders' equity
2,029,842 
Total liabilities and stockholders' equity
36,474,249 
Customer relationships
 
Current Assets:
 
Amortizable intangible assets, net of accumulated amortization
5,345,608 
Trade names
 
Current Assets:
 
Amortizable intangible assets, net of accumulated amortization
983,386 
Amortizable intangible assets
 
Current Assets:
 
Amortizable intangible assets, net of accumulated amortization
$ 23,650 
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
ASSETS
 
 
Property, plant and equipment, accumulated depreciation
$ 2,181,306 
$ 1,039,297 
Amortizable intangible assets, accumulated amortization
1,648,424 
666,766 
Stockholders' Equity:
 
 
Common stock, par value (in dollars per share)
 
$ 0.01 
Common stock, shares authorized (in shares)
 
1,000 
Common stock, shares issued (in shares)
 
100 
Common stock, shares outstanding (in shares)
 
100 
Customer relationships
 
 
ASSETS
 
 
Amortizable intangible assets, accumulated amortization
1,207,217 
580,276 
Trade names
 
 
ASSETS
 
 
Amortizable intangible assets, accumulated amortization
432,402 
83,397 
Amortizable intangible assets
 
 
ASSETS
 
 
Amortizable intangible assets, accumulated amortization
$ 8,805 
$ 3,093 
CONSOLIDATED STATEMENT OF OPERATIONS (USD $)
In Thousands, except Share data, unless otherwise specified
0 Months Ended 3 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended
Mar. 15, 2017
Sep. 30, 2017
Sep. 30, 2016
Jun. 20, 2016
Dec. 31, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Income Statement [Abstract]
 
 
 
 
 
 
 
 
Revenue (including revenue from affiliates of $1,086) (See Note 15)
 
$ 2,327,175 
$ 2,260,221 
 
 
$ 6,961,192 
$ 3,711,311 
$ 6,017,212 
Operating expenses:
 
 
 
 
 
 
 
 
Programming and other direct costs (including charges from affiliates of $1,947) (See Note 15)
 
755,101 
738,390 
 
 
2,272,147 
1,177,808 
1,899,994 
Other operating expenses (including charges from affiliates of $18,854) (See Note 15)
 
560,497 
660,307 
 
 
1,767,624 
1,050,046 
1,716,851 
Restructuring and other expense
 
53,448 
47,816 
 
 
142,765 
155,086 
240,395 
Depreciation and amortization (including impairments)
 
823,265 
670,929 
 
 
2,138,776 
1,085,929 
1,700,306 
Total operating expenses
 
2,192,311 
2,117,442 
 
 
6,321,312 
3,468,869 
5,557,546 
Operating income
 
134,864 
142,779 
 
 
639,880 
242,442 
459,666 
Other income (expense):
 
 
 
 
 
 
 
 
Interest expense (including interest expense to affiliates and related parties of $90,405 in 2017 and $48,617 and $53,922 in 2016) (See Note 14)
 
(379,064)
(446,242)
(157,192)
(419,456)
(1,232,730)
(1,015,866)
(1,456,541)
Interest income
 
961 
404 
 
 
1,373 
12,787 
13,811 
Gain on investments, net
 
(18,900)
24,833 
 
 
169,888 
83,467 
141,896 
Loss on equity derivative contracts, net
 
(16,763)
773 
 
 
(154,270)
(26,572)
(53,696)
Loss on interest rate swap contracts
 
1,051 
(15,861)
 
 
12,539 
24,380 
(72,961)
Loss on extinguishment of debt and write-off of deferred financing costs (including $513,723 related to affiliates and related parties for the nine months ended September 30, 2017) (See Note 14)
(18,976)
(38,858)
 
 
(600,240)
(19,948)
(127,649)
Other income, net
 
(65)
2,531 
 
 
832 
2,548 
4,329 
Total other income (expense)
 
(451,638)
(433,562)
 
 
(1,802,608)
(939,204)
(1,550,811)
Loss before income taxes
 
(316,774)
(290,783)
 
 
(1,162,728)
(696,762)
(1,091,145)
Income tax benefit
 
134,688 
118,230 
 
 
429,664 
101,332 
259,666 
Net loss
 
(182,086)
(172,553)
 
 
(733,064)
(595,430)
(831,479)
Net income attributable to noncontrolling interests
 
(135)
(256)
 
 
(737)
108 
(551)
Net income (loss) attributable to stockholders
 
$ (182,221)
$ (172,809)
 
 
$ (733,801)
$ (595,322)
$ (832,030)
Basic and diluted net loss per share (in dollars per share)
 
$ (0.25)
$ (0.27)
 
 
$ (1.08)
$ (0.92)
$ (8,320.00)
Basic and diluted weighted average common shares (in shares)
 
737,069,000 
649,525,000 
 
 
682,234,000 
649,524,942 
100,000 
CONSOLIDATED STATEMENT OF OPERATIONS (Parenthetical) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Income Statement [Abstract]
 
 
 
 
 
Revenue from affiliates
$ 986 
$ 720 
$ 1,380 
$ 720 
$ 1,086 
Programming and other direct costs from affiliates
1,196 
642 
3,026 
642 
1,947 
Related Party Transaction, Other Operating Expense
28,332 
8,056 
73,263 
13,056 
18,854 
Interest expense to related parties and affiliates
$ 0 
$ 48,617 
$ 90,405 
$ 53,922 
$ 112,712 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Statement of Comprehensive Income [Abstract]
 
 
 
 
 
Net loss
$ (182,086)
$ (172,553)
$ (733,064)
$ (595,430)
$ (831,479)
Defined benefit pension and postretirement plans (see Note 13):
 
 
 
 
 
Unrecognized actuarial gain
(4,056)
5,016 
(8,389)
4,034 
3,452 
Applicable income taxes
1,622 
(2,006)
3,356 
(1,613)
(1,381)
Unrecognized gain (loss) arising during period, net of income taxes
(2,434)
3,010 
(5,033)
2,421 
2,071 
Settlement income included in net periodic benefit cost
1,014 
(33)
(1,792)
(33)
(154)
Applicable income taxes
(406)
13 
716 
13 
62 
Curtailment loss, net of settlement losses included in net periodic benefit cost, net of income taxes
608 
(20)
(1,076)
(20)
(92)
Other comprehensive gain (loss)
(1,826)
2,990 
(6,109)
2,401 
1,979 
Comprehensive loss
(183,912)
(169,563)
(739,173)
(593,029)
(829,500)
Comprehensive income attributable to noncontrolling interests
(135)
(256)
(737)
108 
(551)
Comprehensive income (loss) attributable to stockholders
$ (184,047)
$ (169,819)
$ (739,910)
$ (592,921)
$ (830,051)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $)
In Thousands, unless otherwise specified
Total Stockholders' Equity
Paid-in Capital
Accumulated Deficit
Accumulated Other Comprehensive Income
Non-controlling Interest
Total
Beginning balance at Dec. 31, 2015
$ 2,108,080 
$ 2,252,028 
$ (143,948)
 
 
$ 2,108,080 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
Net loss attributable to stockholders
(832,030)
 
(832,030)
 
 
(832,030)
Noncontrolling interests acquired
 
 
 
 
(264)
 
Net income attributable to noncontrolling interests
 
 
 
 
(551)
(551)
Pension liability adjustments, net of income taxes
1,979 
 
 
1,979 
 
1,979 
Share-based compensation expense
14,368 
14,368 
 
 
 
14,368 
Change in fair value of redeemable equity
(68,148)
(68,148)
 
 
 
(68,148)
Contributions from stockholders
1,246,499 
1,246,499 
 
 
 
1,246,499 
Distributions to stockholders
(445,176)
(445,176)
 
 
 
(445,176)
Excess tax benefit on share-based awards
31 
31 
 
 
 
31 
Tax impact related to the Newsday Holdings, LLC transactions
3,952 
3,952 
 
 
 
3,952 
Ending balance at Dec. 31, 2016
2,029,555 
3,003,554 
(975,978)
1,979 
287 
2,029,842 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
Net loss attributable to stockholders
(733,801)
 
(733,801)
 
 
(733,801)
Net income attributable to noncontrolling interests
 
 
 
 
(737)
(737)
Pension liability adjustments, net of income taxes
(6,109)
 
 
(6,109)
 
(6,109)
Share-based compensation expense
40,932 
40,932 
 
 
 
40,932 
Change in fair value of redeemable equity
(322,121)
(322,121)
 
 
 
(322,121)
Contributions from stockholders
1,135 
1,135 
 
 
 
1,135 
Ending balance at Sep. 30, 2017
$ 3,067,733 
$ 4,466,040 
$ (1,401,548)
$ (4,130)
$ 689 
$ 3,068,422 
CONSOLIDATED STATEMENT OF CASH FLOWS (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Cash flows from operating activities:
 
Net loss
$ (831,479)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
Depreciation and amortization (including impairments)
1,700,306 
Impairment of assets included in restructuring charges
2,445 
Equity in net loss of affiliates
1,132 
Gain on sale of affiliate interests
(206)
Gain on investments, net
(141,896)
Loss on derivative contracts, net
53,696 
Loss on extinguishment of debt and write-off of deferred financing costs
127,649 
Amortization of deferred financing costs and discounts (premiums) on indebtedness
27,799 
Share-based compensation expense
14,368 
Amortization of actuarial losses, net of settlement gains, related to pension and postretirement plans
3,298 
Deferred income taxes
(263,989)
Provision for doubtful accounts
53,249 
Excess tax benefit on share-based awards
(31)
Change in assets and liabilities, net of effects of acquisitions and dispositions:
 
Accounts receivable, trade
(58,760)
Prepaid expenses and other assets
65,808 
Amounts due from and due to affiliates
41,351 
Accounts payable
(11,814)
Accrued liabilities
312,871 
Deferred revenue
9,835 
Liabilities related to interest rate swap contracts
78,823 
Net cash provided by operating activities
1,184,455 
Cash flows from investing activities:
 
Payment for Cablevision Acquisition, net of cash acquired of $969,549
(8,988,774)
Capital expenditures
(625,541)
Proceeds related to sale of equipment, including costs of disposal
5,885 
Proceeds from sale of affiliate interests
13,825 
Increase in other investments
(4,608)
Additions to other intangible assets
(106)
Net cash used in investing activities
(9,599,319)
Cash flows from financing activities:
 
Proceeds from credit facility debt
5,510,256 
Repayment of credit facility debt
(9,133,543)
Proceeds from issuance of notes payable to affiliates and related parties
1,750,000 
Proceeds from issuance of senior notes
1,310,000 
Proceeds from collateralized indebtedness
179,388 
Repayment of collateralized indebtedness and related derivative contracts
(143,102)
Distributions to stockholders
(365,559)
Principal payments on capital lease obligations
(18,837)
Contributions from stockholders
1,246,499 
Additions to deferred financing costs
(203,712)
Excess tax benefit on share-based awards
31 
Net cash provided by (used in) financing activities
131,421 
Net increase (decrease) in cash and cash equivalents
(8,283,443)
Cash, cash equivalents and restricted cash at beginning of year
8,786,536 
Cash, cash equivalents and restricted cash at end of period
$ 503,093 
CONSOLIDATED STATEMENT OF CASH FLOWS (Parenthetical) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Statement of Cash Flows [Abstract]
 
Cash acquired on Cablevision Acquisition
$ 969,549 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information.  Accordingly, these financial statements do not include all the information and notes required for complete annual financial statements.
The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2016 included in the Company's final prospectus dated June 21, 2017 and filed with the Securities and Exchange Commission ("SEC") in accordance with Rule 424(b) of the Securities Act of 1933, as amended (the "Securities Act") on June 23, 2017 (the "Prospectus").
The financial statements presented in this report are unaudited; however, in the opinion of management, such financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented.
The results of operations for the interim periods are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending December 31, 2017.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.
Recently Adopted Accounting Pronouncement
In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which provides simplification of income tax accounting for share-based payment awards. The new guidance became effective for the Company on January 1, 2017. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value will be applied using the modified retrospective transition method. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term were applied prospectively. The Company elected to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using the prospective transition method. In connection with the adoption on January 1, 2017, a deferred tax asset of approximately $308,231 for previously unrealized excess tax benefits was recognized with the offset recorded to accumulated deficit.
Recently Issued But Not Yet Adopted Accounting Pronouncements
In May 2017, the FASB issued ASU No. 2017‑09, Compensation- Stock Compensation (Topic 718). ASU No. 2017‑09 provides clarity and guidance on which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU No. 2017‑09 becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied prospectively.
In March 2017, the FASB issued ASU No. 2017‑07 Compensation-Retirement Benefits (Topic 715). ASU No. 2017‑07 requires that an employer disaggregate the service cost component from the other components of net benefit cost. It also provides guidance on how to present the service cost component and the other components of net benefit cost in the income statement and what component of net benefit cost is eligible for capitalization. ASU No. 2017‑07 becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied retrospectively. The Company has not yet completed the evaluation of the effect that ASU No. 2017‑07 will have on its consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017‑04, Intangibles-Goodwill and Other (Topic 350). ASU No. 2017‑04 simplifies the subsequent measurement of goodwill by removing the second step of the two‑step impairment test. The amendment requires an entity to perform its annual, or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU No. 2017‑04 becomes effective for the Company on January 1, 2020 with early adoption permitted and will be applied prospectively.
In January 2017, the FASB issued ASU No. 2017‑01, Business Combinations (Topic 805), Clarifying the Definition of a Business, which amends Topic 805 to interpret the definition of a business by adding guidance to assist in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied prospectively.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. ASU No. 2016-15 also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The new guidance becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied retrospectively. The Company has not yet completed the evaluation of the effect that ASU No. 2016-15 will have on its consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases, which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance becomes effective for the Company on January 1, 2019 with early adoption permitted and will be applied using the modified retrospective method. The Company has not yet completed the evaluation of the effect that ASU No. 2016-02 will have on its consolidated financial statements.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities.  ASU No. 2016-01 modifies how entities measure certain equity investments and also modifies the recognition of changes in the fair value of financial liabilities measured under the fair value option. Entities will be required to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. For financial liabilities measured using the fair value option, entities will be required to record changes in fair value caused by a change in instrument-specific credit risk (own credit risk) separately in other comprehensive income. ASU No. 2016-01 becomes effective for the Company on January 1, 2018.  The Company has not yet completed the evaluation of the effect that ASU No. 2016-01 will have on its consolidated financial statements.
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. In August 2015, the FASB issued ASU No. 2015-14 that approved deferring the effective date by one year so that ASU No. 2014-09 would become effective for the Company on January 1, 2018. The FASB also approved, in July 2015, permitting the early adoption of ASU No. 2014-09, but not before the original effective date for the Company of January 1, 2017.
In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, in order to clarify the Codification and to correct any unintended application of the guidance. These items are not expected to have a significant effect on the current accounting standard. The amendments in this update affect the guidance in ASU No. 2014-09, which is not yet effective. ASU No. 2014-09 will be effective January 1, 2018 for the Company, reflecting the one-year deferral.  Early adoption of the standard is permitted but not before the original effective date. Companies can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact that the adoption of ASU No. 2014-09 will have on its consolidated financial statements and selecting the method of transition to the new standard. The Company currently expects the adoption to impact the timing of the recognition of residential installation revenue and the recognition of commission expenses.
Reclassifications
Certain reclassifications have been made to the 2016 financial statements to conform to the 2017 presentation.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 customers. Revenue received from customers who purchase bundled services at a discounted rate is allocated to each product in a pro-rata manner based on the individual product's selling price (generally, the price at which the product is regularly sold on a standalone basis). 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.

        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 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 programming and other direct costs and amounts received from the customer are recorded as revenue. For the year ended December 31, 2016, the amount of franchise fees and certain other taxes and fees included as a component of revenue aggregated $154,732.

Technical and Operating Expenses

        Costs of revenue related to sales of services are classified as "programming and other direct costs" in the accompanying consolidated statement of operations.

Programming Costs

        Programming expenses related to the Company's video service 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. If there are 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, the Company continues to carry and pay for these services until execution of definitive replacement agreements or renewals. The amount of programming expense 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 "programming and other direct costs", generally over the term of the distribution agreement.

Advertising Expenses

        Advertising costs are charged to expense when incurred and are reflected in "other operating expenses" in the accompanying consolidated statement of operations. Advertising costs amounted to $135,513 for the year ended December 31, 2016.

Share-Based Compensation

        Share-based compensation cost relates to awards of units in a carried unit plan. For carried interest units, the Company measures share-based compensation cost at the grant date fair value and recognizes the expense over the requisite service period or when it is probable any related performance condition will be met. For carried interest units with graded vesting requirement, compensation cost is recognized on an accelerated method under the graded vesting method over the requisite service period for the carried interest unit. Carried interest units that vest entirely at the end of the vesting requirement are expensed on a straight-line basis.

        The Company estimates the fair value of carried interest units using an option pricing model. Key inputs that are used in applying the option pricing method are total equity value, equity volatility, risk free rate and time to liquidity event. The estimate of total equity value is determined using a combination of the income approach, which incorporates cash flow projections that are discounted at an appropriate rate, and the market approach, which involves applying a market multiple to the Company's projected operating results. The Company estimates volatility based on the historical equity volatility of comparable publicly-traded companies. Because there has been no public market for our equity prior to this offering, the estimates and assumptions the Company uses in the share-based compensation valuations are highly complex and subjective. Following the offering, such subjective valuations and estimates will no longer be necessary because we will rely on the market price of the Company's common stock to determine the fair value of share-based compensation awards. See Note 14 to the consolidated financial statements for additional information about our share-based compensation.

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.

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.

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 equipment 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 operations.

        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 (including impairments).

        Customer relationships, trade names 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 the reporting unit with its carrying amount, including goodwill utilizing an enterprise-value based premise approach. If the carrying amount of the 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

        Deferred financing costs are being amortized to interest expense using the effective interest method over the terms 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 as hedges, and changes in the fair values of these derivatives are recognized in the statement of operations 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 Pronouncements

        In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires that the statement of cash flows disclose the change during the period in the total of cash, cash equivalents, restricted cash and restricted cash equivalents. Restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of period total amounts shown on the statement of cash flows. ASU No. 2016-18 provides specific guidance on the presentation of restricted cash in the statement of cash flows. The new guidance was adopted as of December 31, 2016.

        In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-17 (Topic 740), Balance Sheet Classification of Deferred Taxes. This ASU amends existing guidance to require the presentation of deferred tax liabilities and assets as noncurrent within a classified statement of financial position. ASU No. 2015-17 was adopted by the Company in the fourth quarter 2016 and was applied prospectively to all deferred tax liabilities and assets.

        In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Prior to the issuance of the standard, entities were required to retrospectively apply adjustments made to provisional amounts recognized in a business combination. ASU No. 2015-16 was adopted by the Company on January 1, 2016.

        In April 2015, the FASB issued ASU No. 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. ASU No. 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. ASU No. 2015-05 was adopted by the Company on January 1, 2016 and did not have a material impact on the Company's consolidated financial statements.

        In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. In August 2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which clarifies the treatment of debt issuance costs from line-of-credit arrangements after adoption of ASU No. 2015-03. ASU No. 2015-15 clarifies that the Securities and Exchange Commission staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU No. 2015-03 was adopted by the Company on January 1, 2016.

        In August 2014, the FASB issued ASU No. 2014-15, Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern, which requires management to evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern, and to provide certain disclosures when it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. ASU No. 2014-15 was adopted by the Company for the annual period ended December 31, 2016.

        In June 2014, the FASB issued ASU No. 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period. ASU No. 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. Entities may apply the amendments in this ASU either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. ASU No. 2014-12 was adopted by the Company on January 1, 2016 on a prospective basis and did not have any impact on the Company's consolidated financial statements.

Recently Issued But Not Yet Adopted Accounting Pronouncements

        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. In August 2015, the FASB issued ASU No. 2015-14 that approved deferring the effective date by one year so that ASU No. 2014-09 would become effective for the Company on January 1, 2018. The FASB also approved, in July 2015, permitting the early adoption of ASU No. 2014-09, but not before the original effective date for the Company of January 1, 2017.

        In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, in order to clarify the Codification and to correct any unintended application of the guidance. These items are not expected to have a significant effect on the current accounting standard. The amendments in this update affect the guidance in ASU No. 2014-09, which is not yet effective. ASU No. 2014-09 will be effective, reflecting the one-year deferral, for interim and annual periods beginning after December 15, 2017 (January 1, 2018 for the Company). Early adoption of the standard is permitted but not before the original effective date. Companies can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact that the adoption of ASU No. 2014-09 will have on its consolidated financial statements and selecting the method of transition to the new standard. We currently expect the adoption to impact the timing of the recognition of residential installation revenue and the recognition of commission expenses.

        In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. ASU No. 2016-15 also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The new guidance becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied retrospectively. The Company has not yet completed the evaluation of the effect that ASU No. 2016-15 will have on its consolidated financial statements.

        In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which provides simplification of income tax accounting for share-based payment awards. The new guidance becomes effective for the Company on January 1, 2017 with early adoption permitted. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value will be applied using the modified retrospective transition method. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term will be applied prospectively. The Company may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. In connection with the adoption on January 1, 2017, a deferred tax asset of approximately $309,000 for previously unrealized excess tax benefits will be recognized with the offset recorded to accumulated deficit.

        In February 2016, the FASB issued ASU 2016-02, Leases, which increases transparency and comparability by recognizing a lessee's rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance becomes effective for the Company on January 1, 2019 with early adoption permitted and will be applied using the modified retrospective method. The Company has not yet completed the evaluation of the effect that ASU No. 2016-02 will have on its consolidated financial statements.

        In March 2017, the FASB issued ASU No. 2017-07 Compensation—Retirement Benefits (Topic 715). ASU No. 2017-07 requires that an employer disaggregate the service cost component from the other components of net benefit cost. It also provides guidance on how to present the service cost component and the other components of net benefit cost in the income statement and what component of net benefit cost is eligible for capitalization. ASU No. 2017-07 becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied retrospectively. The Company has not yet completed the evaluation of the effect that ASU No. 2017-07 will have on its consolidated financial statements.

Common Stock

        At December 31, 2016, the Company had 100 shares of common stock with a par value of $.01 issued and outstanding.

Net Loss Per Share

        Basic and diluted net loss per share have been computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share excludes the effects of common stock equivalents as they are anti-dilutive.

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 revenues for the year ended December 31, 2016, or 10% or more of its consolidated net trade receivables at December 31, 2016.

BUSINESS COMBINATION
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
BUSINESS COMBINATION
BUSINESS COMBINATIONS
Cablevision Acquisition
As discussed in Note 1, the Company completed the Cablevision Acquisition on June 21, 2016. The acquisition was accounted for as a business combination in accordance with ASC Topic 805. Accordingly, the Company recorded the fair value of the assets and liabilities assumed at the date of acquisition.
The following table provides the allocation of the total purchase price of $9,958,323 to the identifiable tangible and intangible assets and liabilities of Cablevision based on their respective fair values. The remaining useful lives represent the period over which acquired tangible and intangible assets with a finite life are being depreciated or amortized.
 
Fair Values
 
Estimated Useful Lives
 
 
 
 
Current assets
$
1,923,071

 
 
Accounts receivable
271,305

 
 
Property, plant and equipment
4,864,621

 
2-18 years
Goodwill
5,842,172

 
 
Indefinite-lived cable television franchises
8,113,575

 
Indefinite-lived
Customer relationships
4,850,000

 
8 to 18 years
Trade names (a)
1,010,000

 
12 years
Amortizable intangible assets
23,296

 
1-15 years
Other non-current assets
748,998

 
 
Current liabilities
(2,311,201
)
 
 
Long-term debt
(8,355,386
)
 
 
Deferred income taxes.
(6,832,773
)
 
 
Other non-current liabilities
(189,355
)
 
 
Total
$
9,958,323

 
 
 
(a)
See Note 8 for additional information regarding a change in the remaining estimated useful lives of the Company's trade names.
The fair value of customer relationships and cable television franchises were valued using derivations of the "income" approach. The future expected earnings from these assets were discounted to their present value equivalent.
Trade names were valued using the relief from royalty method, which is based on the present value of the royalty payments avoided as a result of the company owning the intangible asset.
The basis for the valuation methods was the Company’s projections. These projections were based on management’s assumptions including among others, penetration rates for video, high speed data, and voice; revenue growth rates; operating margins; and capital expenditures. The assumptions are derived based on the Company’s and its peers’ historical operating performance adjusted for current and expected competitive and economic factors surrounding the cable industry. The discount rates used in the analysis are intended to reflect the risk inherent in the projected future cash flows generated by the respective intangible asset. The value is highly dependent on the achievement of the future financial results contemplated in the projections. The estimates and assumptions made in the valuation are inherently subject to significant uncertainties, many of which are beyond the Company's control, and there is no assurance that these results can be achieved. The primary assumptions for which there is a reasonable possibility of the occurrence of a variation that would have significantly affected the value include the assumptions regarding revenue growth, programming expense growth rates, the amount and timing of capital expenditures and the discount rate utilized.
In establishing fair value for the vast majority of the acquired property, plant and equipment, the cost approach was utilized. The cost approach considers the amount required to replace an asset by constructing or purchasing a new asset with similar utility, then adjusts the value in consideration of physical depreciation, and functional and economic obsolescence as of the appraisal date. The cost approach relies on management’s assumptions regarding current material and labor costs required to rebuild and repurchase significant components of our property, plant and equipment along with assumptions regarding the age and estimated useful lives of our property, plant and equipment.
The estimates of expected useful lives take into consideration the effects of contractual relationships, customer attrition, eventual development of new technologies and market competition.
Long-term debt assumed was valued using quoted market prices (Level 2). The carrying value of most other assets and liabilities approximated fair value as of the acquisition date.
As a result of applying business combination accounting, the Company recorded goodwill, which represented the excess of organization value over amounts assigned to the other identifiable tangible and intangible assets arising from expectations of future operational performance and cash generation.
The following table presents the unaudited pro forma revenue and net loss for the period presented as if the Cablevision Acquisition had occurred on January 1, 2016:
 
Nine Months Ended September 30, 2016
Revenue
$
6,848,916

Net loss
$
(527,851
)

The pro forma results presented above include the impact of additional amortization expense related to the identifiable intangible assets recorded in connection with the Cablevision Acquisition, additional depreciation expense related to the fair value adjustment to property, plant and equipment and the incremental interest resulting from the issuance of debt to fund the Cablevision Acquisition, net of the reversal of interest and amortization of deferred financing costs related to credit facilities that were repaid on the date of the Cablevision Acquisition and the accretion/amortization of fair value adjustments associated with the long-term debt acquired.
Acquisition
In connection with the acquisition of an entity in the first quarter of 2017, the Company recorded amortizable intangibles of $45,000 relating to customer relationships and $9,400 relating to other amortizable intangibles. The Company recorded goodwill of $20,687, which represents the excess of the purchase price of approximately $75,000 over the net book value of assets acquired. These values are based on preliminary fair value information currently available, which is subject to change within the measurement period (up to one year from the acquisition date). The acquired entity is included in the Cablevision segment.
BUSINESS COMBINATION

BUSINESS COMBINATION

        As discussed in Note 1, the Company completed the Cablevision Acquisition on June 21, 2016 and the Cequel Acquisition on December 21, 2015. The acquisitions were accounted for as a business combinations in accordance with ASC Topic 805. Accordingly, the Company recorded the fair value of the assets and liabilities assumed at the date of the acquisitions.

        The following table provides the preliminary allocation of the total purchase price of $9,958,323 to the identifiable tangible and intangible assets and liabilities of Cablevision based on preliminary fair value information currently available, which is subject to change within the measurement period (up to one year from the acquisition date). The table also summarizes the allocation of the total purchase price of $3,973,528 to the identifiable tangible and intangible assets and liabilities based on fair value information in connection with the Cequel Acquisition. The remaining useful lives represent the period over which acquired tangible and intangible assets with a finite life are being depreciated or amortized.

                                                                                                                                                                                    

 

 

Cablevision

 

Cequel

 

 

Preliminary
Fair Values

 

Estimated
Useful Lives

 

Fair Values

 

Estimated
Useful Lives

Current assets

 

$

1,923,071

 

 

 

$

161,874

 

 

Accounts receivable

 

 

271,305

 

 

 

 

180,422

 

 

Property, plant and equipment

 

 

4,864,621

 

2 - 18 years

 

 

2,107,220

 

3 - 13 years

Goodwill

 

 

5,838,959

 

 

 

 

2,153,741

 

 

Cable television franchise rights

 

 

8,113,575

 

Indefinite-lived

 

 

4,906,506

 

Indefinite-lived

Customer relationships

 

 

4,850,000

 

8 to 18 years

 

 

1,075,884

 

8 years

Trade names

 

 

1,010,000

 

12 years

 

 

56,782

 

2 years

Amortizable intangible assets

 

 

23,296

 

1 - 15 years

 

 

3,356

 

11 years

Other non-current assets

 

 

748,998

 

 

 

 

73,811

 

 

Current liabilities

 

 

(2,305,954

)

 

 

 

(534,662

)

 

Long-term debt

 

 

(8,355,386

)

 

 

 

(4,717,305

)

 

Deferred income taxes

 

 

(6,834,807

)

 

 

 

(1,492,017

)

 

Other non-current liabilities

 

 

(189,355

)

 

 

 

(2,084

)

 

​  

​  

​  

​  

Total

 

$

9,958,323

 

 

 

$

3,973,528

 

 

​  

​  

​  

​  

​  

​  

​  

​  

        The fair value of customer relationships and cable television franchises were valued using derivations of the "income" approach. The future expected earnings from these assets were discounted to their present value equivalent.

        Trade names were valued using the relief from royalty method, which is based on the present value of the royalty payments avoided as a result of the company owning the intangible asset.

        The basis for the valuation methods was the Company's projections. These projections were based on management's assumptions including among others, penetration rates for video, high speed data, and voice; revenue growth rates; operating margins; and capital expenditures. The assumptions are derived based on the Company's and its peers' historical operating performance adjusted for current and expected competitive and economic factors surrounding the cable industry. The discount rates used in the analysis are intended to reflect the risk inherent in the projected future cash flows generated by the respective intangible asset. The value is highly dependent on the achievement of the future financial results contemplated in the projections. The estimates and assumptions made in the valuation are inherently subject to significant uncertainties, many of which are beyond the Company's control, and there is no assurance that these results can be achieved. The primary assumptions for which there is a reasonable possibility of the occurrence of a variation that would have significantly affected the value include the assumptions regarding revenue growth, programming expense growth rates, the amount and timing of capital expenditures and the discount rate utilized.

        In establishing fair value for the vast majority of the acquired property, plant and equipment, the cost approach was utilized. The cost approach considers the amount required to replace an asset by constructing or purchasing a new asset with similar utility, then adjusts the value in consideration of physical depreciation, and functional and economic obsolescence as of the appraisal date. The cost approach relies on management's assumptions regarding current material and labor costs required to rebuild and repurchase significant components of our property, plant and equipment along with assumptions regarding the age and estimated useful lives of our property, plant and equipment.

        The estimates of expected useful lives take into consideration the effects of contractual relationships, customer attrition, eventual development of new technologies and market competition.

        Long-term debt assumed was valued using quoted market prices (Level 2). The carrying value of most other assets and liabilities approximated fair value as of the acquisition dates.

        As a result of applying business combination accounting, the Company recorded goodwill, which represented the excess of organization value over amounts assigned to the other identifiable tangible and intangible assets arising from expectations of future operational performance and cash generation.

        The following table presents the unaudited pro forma revenue, loss from continuing operations and net loss for the year ended December 31, 2016 as if the Cablevision Acquisition had occurred on January 1, 2016:

                                                                                                                                                                                    

Revenue

 

$

9,154,816

 

​  

​  

​  

​  

Net loss

 

$

(721,257

)

​  

​  

​  

​  

        The pro forma results presented above include the impact of additional amortization expense related to the identifiable intangible assets recorded in connection with the Cablevision Acquisition, additional depreciation expense related to the fair value adjustment to property, plant and equipment and the incremental interest resulting from the issuance of debt to fund the acquisitions, net of the reversal of interest and amortization of deferred financing costs related to credit facilities that were repaid on the date of the Cablevision Acquisition, the accretion/ amortization of fair value adjustments associated with the long-term debt acquired and the remeasurement of deferred taxes associated with the acquisition of Cablevision.

SUPPLEMENTAL CASH FLOW INFORMATION
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
SUPPLEMENTAL CASH FLOW INFORMATION
SUPPLEMENTAL CASH FLOW INFORMATION
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.
The Company's non-cash investing and financing activities and other supplemental data were as follows:
 
Nine Months Ended September 30,
 
2017
 
2016
Non-Cash Investing and Financing Activities:
 
 
 
Continuing Operations:
 
 
 
Conversion of notes payable to affiliates and related parties of $1,750,000 (together with accrued and unpaid interest and applicable premium) to common stock (See Note 9)
$
2,264,252

 
$

Property and equipment accrued but unpaid
84,847

 
83,722

Leasehold improvements paid by landlord
3,998

 

Notes payable to vendor
25,879

 

Supplemental Data:
 
 
 
Cash interest paid
1,481,363

 
931,345

Income taxes paid, net
26,396

 
5,342

SUPPLEMENTAL CASH FLOW INFORMATION

SUPPLEMENTAL CASH FLOW INFORMATION

        During 2016, the Company's non-cash investing and financing activities and other supplemental data were as follows:

                                                                                                                                                                                    

Non-Cash Investing and Financing Activities:

 

 

 

 

Continuing Operations:

 

 

 

 

Property and equipment accrued but unpaid

 

$

155,653

 

Distributions declared but not paid

 

 

79,617

 

Notes payable to vendor

 

 

12,449

 

Deferred financing costs accrued but unpaid

 

 

2,570

 

Supplemental Data:

 

 


 

 

Cash interest paid

 

 

1,092,114

 

Income taxes paid, net

 

 

1,538

 

RESTRUCTURING AND OTHER EXPENSE
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
RESTRUCTURING AND OTHER EXPENSE
RESTRUCTURING COSTS AND OTHER EXPENSE
Restructuring
Beginning in the first quarter of 2016, the Company commenced its restructuring initiatives (the "2016 Restructuring Plan") that are intended to simplify the Company's organizational structure.
The following table summarizes the activity for the 2016 Restructuring Plan during 2017:
 
 
 
Severance and Other Employee Related Costs
 
Facility Realignment and Other Costs
 
Total
Accrual balance at December 31, 2016
$
102,119

 
$
8,397

 
$
110,516

Restructuring charges
140,071

 
1,007

 
141,078

Payments and other
(92,905
)
 
(3,833
)
 
(96,738
)
Accrual balance at September 30, 2017
$
149,285

 
$
5,571

 
$
154,856


The Company recorded restructuring charges of $44,656 and $141,818 for the three and nine months ended September 30, 2016, respectively, relating to the 2016 Restructuring Plan.
Cumulative costs to date relating to the 2016 Restructuring Plan amounted to $302,870 and $64,784 for our Cablevision segment and Cequel segments, respectively.
Transaction Costs
For the three and nine months ended September 30, 2017, the Company incurred transaction costs of $1,367 and $1,687 related to the acquisition of a business during the first quarter of 2017 and other transactions. For the three and nine months ended September 30, 2016, the Company incurred transaction costs of $3,177 and $13,285, respectively, related to the acquisitions of Cablevision and Suddenlink.
RESTRUCTURING AND OTHER EXPENSE

RESTRUCTURING AND OTHER EXPENSE

Restructuring

        During 2016, the Company commenced its restructuring initiatives (the "2016 Restructuring Plan") that are intended to simplify the Company's organizational structure. The 2016 Restructuring Plan resulted in charges of $215,420 associated with the elimination of positions primarily in corporate, administrative and infrastructure functions across the Optimum and Suddenlink business segments and estimated charges of $11,157 associated with facility realignment and other costs.

        The following table summarizes the activity for the 2016 Restructuring Plan:

                                                                                                                                                                                    

 

 

Severance and
Other Employee
Related Costs

 

Facility
Realignment and
Other Costs

 

Total

 

Restructuring charges

 

$

215,420

 

$

11,157

 

$

226,577

 

Payments and other

 

 

(113,301

)

 

(2,760

)

 

(116,061

)

​  

​  

​  

​  

​  

​  

Accrual balance at December 31, 2016

 

$

102,119

 

$

8,397

 

$

110,516

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        In addition to the charges included in the table above, the Company recorded net restructuring credits of $27 relating to changes to the Company's previous estimates recorded in connection with the Company's prior restructuring plans.

Other Expense

        The Company incurred transaction costs of $13,845 for the year ended December 31, 2016 related to the Cablevision Acquisition and Cequel Acquisition which are reflected in restructuring and other expense in the consolidated statement of operations.

PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT

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, initial placement of the feeder cable to connect a customer that had not been previously connected, 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.

        Installation costs associated with the initial deployment of new customer premise equipment ("CPE") necessary to provide video, high-speed data or voice services are also capitalized. These costs include materials, subcontractor labor, internal labor, and other related costs associated with the connection activities. The departmental activities supporting the connection process are tracked through specific metrics, and the portion of departmental costs that is capitalized is determined through a time weighted activity allocation of costs incurred based on time studies used to estimate the average time spent on each activity. These installation costs are amortized over the estimated useful lives of the CPE necessary to provide video, high-speed data or voice services. In circumstances where CPE tracking is not available, the Company estimates the amount of capitalized installation costs based on whether or not the business or residence had been previously connected to the network. These installation costs are depreciated over their estimated useful life of 4-8 years. The portion of departmental costs related to disconnecting services and removing CPE from a customer, costs related to connecting CPE that has been previously connected to the network and repair and maintenance are expensed as incurred.

        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.

        Property, plant and equipment (including equipment under capital leases) as of December 31, 2016 consist of the following assets, which are depreciated or amortized on a straight-line basis over their estimated useful lives.

                                                                                                                                                                                    

 

 

 

 

Estimated
Useful Lives(a)

Customer equipment

 

$

871,049

 

3 to 5 years

Headends and related equipment

 

 

1,482,631

 

4 to 25 years

Infrastructure

 

 

3,740,494

 

3 to 25 years

Equipment and software

 

 

735,012

 

3 to 10 years

Construction in progress (including materials and supplies)

 

 

84,321

 

 

Furniture and fixtures

 

 

45,576

 

5 to 12 years

Transportation equipment

 

 

135,488

 

5 to 10 years

Buildings and building improvements

 

 

390,337

 

10 to 40 years

Leasehold improvements

 

 

104,309

 

Term of lease

Land

 

 

47,715

 

 

​  

​  

 

 

 

7,636,932

 

 

Less accumulated depreciation and amortization

 

 

(1,039,297

)

 

​  

​  

 

 

$

6,597,635

 

 

​  

​  

​  

​  


 

 

 

(a)          

The estimated useful lives presented reflect the period of depreciation and amortization for the purchase of assets in new condition and do not reflect the remaining useful lives of the assets at December 31, 2016.

        For the year ended December 31, 2016, the Company capitalized certain costs aggregating $75,804, related to the acquisition and development of internal use software, which are included in the table above.

        Depreciation expense on property, plant and equipment (including capital leases) for the year ended December 31, 2016 amounted to $1,046,896.

        At December 31, 2016, the gross amount of buildings and equipment and related accumulated amortization recorded under capital leases were as follows:

                                                                                                                                                                                    

Buildings and equipment

 

$

53,833

 

Less accumulated amortization

 

 

(6,306

)

​  

​  

 

 

$

47,527

 

​  

​  

​  

​  

OPERATING LEASES
OPERATING LEASES

OPERATING LEASES

        The Company leases certain office, production, and transmission facilities under terms of leases expiring at various dates through 2035. 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 year ended December 31, 2016 amounted to $65,881.

        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, 2017 through December 31, 2021, at rates now in force are as follows:

                                                                                                                                                                                    

2017

 

$

76,513

 

2018

 

 

70,242

 

2019

 

 

61,986

 

2020

 

 

56,953

 

2021

 

 

53,658

 

Thereafter

 

 

142,655

 

INTANGIBLE ASSETS
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
INTANGIBLE ASSETS
INTANGIBLE ASSETS
The following table summarizes information relating to the Company's acquired intangible assets as of September 30, 2017
 
Amortizable Intangible Assets
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
 
Estimated Useful Lives
 
 
 
 
 
 
 
 
Customer relationships
$
5,970,884

 
(1,207,217
)
 
$
4,763,667

 
8 to 18 years
Trade names (a)
1,067,083

 
(432,402
)
 
634,681

 
2 to 4 years
Other amortizable intangibles
37,052

 
(8,805
)
 
28,247

 
1 to 15 years
 
$
7,075,019

 
$
(1,648,424
)
 
$
5,426,595

 
 
 
(a)
On May 23, 2017, Altice N.V. announced the adoption of a global brand which will replace the Company's brands in the future, reducing the remaining useful lives of these trade name intangibles. The Company has estimated the remaining useful lives to be 3 years from the date of the adoption, which reflects one year as an in-use asset and two years as a defensive asset. Amortization expense is calculated on an accelerated basis based on the Company's estimate of the intangible asset during the in-use period. The remaining estimated value of the defensive asset once it is no longer in use will be amortized over the defensive period. Estimated amortization expense related to the Optimum and Lightpath trade names are approximately $545,805 for 2017 (of which $334,312 has been expensed through September 30, 2017), $355,006 for 2018, $46,627 for 2019 and $18,140 through May 2020.
Amortization expense for the three and nine months ended September 30, 2017 aggregated $426,419, and $981,657, respectively, and for the three and nine months ended September 30, 2016 aggregated $258,670 and $402,994, respectively.
The following table summarizes information relating to the Company's acquired indefinite-lived intangible assets as of September 30, 2017
 
Cablevision
 
Cequel
 
Total
Cable television franchises
$
8,113,575

 
$
4,906,506

 
$
13,020,081

Goodwill
5,839,757

 
2,153,742

 
7,993,499

Total
$
13,953,332

 
$
7,060,248

 
$
21,013,580


The carrying amount of goodwill is presented below:
Gross goodwill as of January 1, 2017
$
7,992,700

Goodwill recorded in connection with acquisition in first quarter 2017 (Cablevision Segment)
20,687

Adjustments to purchase accounting relating to Cablevision Acquisition
3,213

Transfer of Cablevision goodwill related to Altice Technical Services US Corp. (See Note 14 for further details)
(23,101
)
Net goodwill as of September 30, 2017
$
7,993,499

INTANGIBLE ASSETS

INTANGIBLE ASSETS

        The following table summarizes information relating to the Company's acquired intangible assets as of December 31, 2016:

                                                                                                                                                                                    

 

 

Amortizable Intangible Assets

 

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Net Carrying
Amount

 

Estimated Useful
Lives

Customer relationships

 

$

5,925,884

 

$

(580,276

)

$

5,345,608

 

8 to 18 years

Trade names

 

 

1,066,783

 

 

(83,397

)

 

983,386

 

2 to 12 years

Other amortizable intangibles

 

 

26,743

 

 

(3,093

)

 

23,650

 

1 to 15 years

​  

​  

​  

​  

​  

​  

 

 

$

7,019,410

 

$

(666,766

)

$

6,352,644

 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        Amortization expense for the year ended December 31, 2016 aggregated $653,410.

        The following table sets forth the estimated amortization expense on intangible assets for the periods presented:

                                                                                                                                                                                    

Estimated amortization expense

 

 

 

 

Year Ending December 31, 2017

 

$

928,597

 

Year Ending December 31, 2018

 

 

834,312

 

Year Ending December 31, 2019

 

 

758,189

 

Year Ending December 31, 2020

 

 

681,610

 

Year Ending December 31, 2021

 

 

604,456

 

        The following table summarizes information relating to the Company's acquired indefinite-lived intangible assets as of December 31, 2016:

                                                                                                                                                                                    

 

 

Optimum

 

Suddenlink

 

Total

 

Cable television franchises

 

$

8,113,575

 

$

4,906,506

 

$

13,020,081

 

Goodwill

 

 

5,838,959

 

 

2,153,741

 

 

7,992,700

 

​  

​  

​  

​  

​  

​  

Total

 

$

13,952,534

 

$

7,060,247

 

$

21,012,781

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        The carrying amount of goodwill is presented below:

                                                                                                                                                                                    

Gross goodwill as of January 1, 2016

 

$

2,040,402

 

Goodwill recorded in connection with Cablevision Acquisition

 

 

5,838,959

 

Adjustments to purchase accounting relating to Cequel Acquisition

 

 

113,339

 

​  

​  

Net goodwill as of December 31, 2016

 

$

7,992,700

 

​  

​  

​  

​  

DEBT
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
DEBT
DEBT
CSC Holdings Credit Facilities
In connection with the Cablevision Acquisition, in October 2015, Finco, a wholly-owned subsidiary of the Company, which merged with and into CSC Holdings on June 21, 2016, entered into a senior secured credit facility, which currently provides U.S. dollar term loans currently in an aggregate principal amount of $3,000,000 ($2,992,500 outstanding at September 30, 2017) (the “CVC Term Loan Facility”, and the term loans extended under the CVC Term Loan Facility, the “CVC Term Loans”) and U.S. dollar revolving loan commitments in an aggregate principal amount of $2,300,000 (the “CVC Revolving Credit Facility” and, together with the Term Loan Facility, the “CVC Credit Facilities”), which are governed by a credit facilities agreement entered into by, inter alios, CSC Holdings, certain lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent and security agent (as amended, restated, supplemented or otherwise modified on June 20, 2016, June 21, 2016, July 21, 2016, September 9, 2016, December 9, 2016 and March 15, 2017, respectively, and as further amended, restated, supplemented or otherwise modified from time to time, the “CVC Credit Facilities Agreement”).
The amendment to the CVC Credit Facilities Agreement entered into on March 15, 2017 (“Extension Amendment”) increased the Term Loan by $500,000 to $3,000,000 and the maturity date for this facility was extended to July 17, 2025. The closing of the Extension Amendment occurred in April 2017 and the proceeds were used to refinance the entire $2,493,750 principal amount of existing Term Loans and redeem $500,000 of the 8.625% Senior Notes due September 2017 issued by Cablevision. In connection with the Extension Amendment and the redemption of the senior notes, the Company recorded a loss on extinguishment of debt and write-off of deferred financing costs aggregating $18,976.
During the nine months ended September 30, 2017, CSC Holdings borrowed $1,350,000 under its revolving credit facility ($500,000 was used to make cash distributions to its stockholders) and made voluntary repayments aggregating $350,256 with cash on hand. In October 2017, CSC Holdings made a voluntary repayment under its revolving credit facility of $50,000. This amount was reclassified from long term debt to current debt on the consolidated balance sheet as of September 30, 2017.
Under the Extension Amendment, the Company is required to make scheduled quarterly payments equal to 0.25% (or $7,500) of the principal amount of the Term Loan, with the remaining balance scheduled to be paid on July 17, 2025, beginning with the fiscal quarter ended September 30, 2017.
The CVC Credit Facilities permit CSC Holdings to request revolving loans, swing line loans or letters of credit from the revolving lenders, swingline lenders or issuing banks, as applicable, thereunder, from time to time prior to November 30, 2021, unless the commitments under the CVC Revolving Credit Facility have been previously terminated.
Loans comprising each eurodollar borrowing or alternate base rate borrowing, as applicable, bear interest at a rate per annum equal to the adjusted LIBO rate or the alternate base rate, as applicable, plus the applicable margin, where the applicable margin is:
in respect of the CVC Term Loans, (i) with respect to any alternate base rate loan, 1.25% per annum and (ii) with respect to any eurodollar loan, 2.25% per annum, and
in respect of the CVC Revolving Credit Facility loans (i) with respect to any alternate base rate loan, 2.25% per annum and (ii) with respect to any eurodollar loan, 3.25% per annum.
The CVC Credit Facilities Agreement requires the prepayment of outstanding CVC Term Loans, subject to certain exceptions and deductions, with (i) 100% of the net cash proceeds of certain asset sales, subject to reinvestment rights and certain other exceptions; and (ii) commencing with the fiscal year ending December 31, 2017, a pari ratable share (based on the outstanding principal amount of the Term Loans divided by the sum of the outstanding principal amount of all pari passu indebtedness and the Term Loans) of 50% of annual excess cash flow, which will be reduced to 0% if the consolidated net senior secured leverage ratio of CSC Holdings is less than or equal to 4.5 to 1.
The obligations under the CVC Credit Facilities are guaranteed by each restricted subsidiary of CSC Holdings (other than CSC TKR, LLC and its subsidiaries and certain excluded subsidiaries) (the “Initial Guarantors”) and, subject to certain limitations, will be guaranteed by each future material wholly-owned restricted subsidiary of CSC Holdings.  The obligations under the CVC Credit Facilities (including any guarantees thereof) are secured on a first priority basis, subject to any liens permitted by the Credit Facilities, by capital stock held by CSC Holdings or any guarantor in certain subsidiaries of CSC Holdings, subject to certain exclusions and limitations. 
The CVC Credit Facilities Agreement includes certain negative covenants which, among other things and subject to certain significant exceptions and qualifications, limit CSC Holdings' ability and the ability of its restricted subsidiaries to: (i) incur or guarantee additional indebtedness, (ii) make investments, (iii) create liens, (iv) sell assets and subsidiary stock, (v) pay dividends or make other distributions or repurchase or redeem our capital stock or subordinated debt, (vi) engage in certain transactions with affiliates, (vii) enter into agreements that restrict the payment of dividends by subsidiaries or the repayment of intercompany loans and advances; and (viii) engage in mergers or consolidations. In addition, the CVC Revolving Credit Facility includes a financial maintenance covenant solely for the benefit of the lenders under the CVC Revolving Credit Facility consisting of a maximum consolidated net senior secured leverage ratio of CSC Holdings and its restricted subsidiaries of 5.0 to 1.0. The financial covenant will be tested on the last day of any fiscal quarter, but only if on such day there are outstanding borrowings under the CVC Revolving Credit Facility (including swingline loans but excluding any cash collateralized letters of credit and undrawn letters of credit not to exceed $15,000).
The CVC Credit Facilities Agreement also contains certain customary representations and warranties, affirmative covenants and events of default (including, among others, an event of default upon a change of control). If an event of default occurs, the lenders under the CVC Credit Facilities will be entitled to take various actions, including the acceleration of amounts due under the CVC Credit Facilities and all actions permitted to be taken by a secured creditor.
CSC Holdings was in compliance with all of its financial covenants under the CVC Credit Facilities as of September 30, 2017.
Cequel Credit Facilities
On June 12, 2015, Altice US Finance I Corporation, an indirect wholly-owned subsidiary of Cequel, entered into a senior secured credit facility which currently provides term loans in an aggregate principal amount of $1,265,000 ($1,261,838 outstanding at September 30, 2017) (the “Cequel Term Loan Facility” and the term loans extended under the Cequel Term Loan Facility, the “Cequel Term Loans”) and revolving loan commitments in an aggregate principal amount of $350,000 (the “Cequel Revolving Credit Facility” and, together with the Cequel Term Loan Facility, the “Cequel Credit Facilities”) which are governed by a credit facilities agreement entered into by, inter alios, Altice US Finance I Corporation, certain lenders party thereto and JPMorgan Chase Bank, N.A. (as amended, restated, supplemented or otherwise modified on October 25, 2016, December 9, 2016 and March 15, 2017, and as further amended, restated, supplemented or modified from time to time, the “Cequel Credit Facilities Agreement”).
The amendment to the Cequel Credit Facilities Agreement entered into on March 15, 2017 (“Cequel Extension Amendment”) increased the Term Loan by $450,000 to $1,265,000 and the maturity date for this facility was extended to July 28, 2025. The closing of the Extension Amendment occurred in April 2017 and the proceeds were used to refinance the entire $812,963 principal amount of loans under the Term Loan and redeem $450,000 of the 6.375% Senior Notes due September 15, 2020. In connection with the Cequel Extension Amendment and the redemption of the senior notes, the Company recorded a loss on extinguishment of debt and write-off of deferred financings costs aggregating $28,684.
Under the Cequel Extension Amendment, the Company is required to make scheduled quarterly payments equal to 0.25% (or $3,163) of the principal amount of the Cequel Term Loan, with the remaining balance scheduled to be paid on July 28, 2025, beginning with the fiscal quarter ended September 30, 2017.
Loans comprising each eurodollar borrowing or alternate base rate borrowing, as applicable, bear interest at a rate per annum equal to the adjusted LIBO rate or the alternate base rate, as applicable, plus the applicable margin, where the applicable margin is:
in respect of the Cequel Term Loans, (i) with respect to any alternate base rate loan, 1.25% per annum and (ii) with respect to any eurodollar loan, 2.25% per annum, and
in respect of Cequel Revolving Credit Facility loans (i) with respect to any alternate base rate loan, 2.25% per annum and (ii) with respect to any eurodollar loan, 3.25% per annum.
The Cequel Credit Facilities Agreement requires the prepayment of outstanding Term Loans, subject to certain exceptions and deductions, with (i) 100% of the net cash proceeds of certain asset sales, subject to reinvestment rights and certain other exceptions; and (ii) a pari ratable share (based on the outstanding principal amount of the Cequel Term Loans divided by the sum of the outstanding principal amount of all pari passu indebtedness and the Cequel Term Loans) of 50% of annual excess cash flow, which will be reduced to 0% if the consolidated net senior secured leverage ratio is less than or equal to 4.5:1.
The debt under the Cequel Credit Facility is secured by a first priority security interest in the capital stock of Suddenlink and substantially all of the present and future assets of Suddenlink and its restricted subsidiaries, and is guaranteed by Cequel Communications Holdings II, LLC, a subsidiary of Cequel (the "Parent Guarantor"), as well as all of Suddenlink’s existing and future direct and indirect subsidiaries, subject to certain exceptions set forth in the Cequel Credit Facilities Agreement. The Cequel Credit Facilities Agreement contains customary representations, warranties and affirmative covenants. In addition, the Cequel Credit Facilities Agreement contains restrictive covenants that limit, among other things, the ability of Suddenlink and its subsidiaries to incur indebtedness, create liens, engage in mergers, consolidations and other fundamental changes, make investments or loans, engage in transactions with affiliates, pay dividends, and make acquisitions and dispose of assets. The Cequel Credit Facilities Agreement also contains a maximum senior secured leverage maintenance covenant of 5.0 times EBITDA as defined in the Cequel Credit Facilities Agreement. Additionally, the Cequel Credit Facilities Agreement contains customary events of default, including failure to make payments, breaches of covenants and representations, cross defaults to other indebtedness, unpaid judgments, changes of control and bankruptcy events. The lenders’ commitments to fund amounts under the revolving credit facility are subject to certain customary conditions.
As of September 30, 2017, Cequel was in compliance with all of its financial covenants under the Cequel Credit Facilities Agreement.
The following table provides details of the Company's outstanding credit facility debt:
 
 
 
 
 
 
 
Carrying Amount (a)
 
Maturity Date
 
Interest Rate
 
Principal
 
September 30, 2017
 
December 31, 2016
CSC Holdings Restricted Group:
 
 
 
 
 
 
 
 
 
Revolving Credit Facility (b)
$20,000 on October 9, 2020, remaining balance on November 30, 2021
 
4.49%
 
$
1,175,000

 
$
1,149,024

 
$
145,013

Term Loan Facility
July 17, 2025
 
3.48%
 
2,992,500

 
2,974,768

 
2,486,874

Cequel:
 
 
 
 
 
 
 
 
 
Revolving Credit Facility (c)
November 30, 2021
 
 

 

 

Term Loan Facility
July 28, 2025
 
3.49%
 
1,261,838

 
1,253,110

 
812,903

 
 
 
 
 
$
5,429,338

 
5,376,902

 
3,444,790

Less: Current portion
92,650

 
33,150

Long-term debt
$
5,284,252

 
$
3,411,640


(a)
The carrying amount is net of the unamortized deferred financing costs and/or discounts/premiums.
(b)
At September 30, 2017, $123,473 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $1,001,527 of the facility was undrawn and available, subject to covenant limitations.
(c)
At September 30, 2017, $16,575 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $333,425 of the facility was undrawn and available, subject to covenant limitations.
Senior Guaranteed Notes, Senior Secured Notes and Senior Notes and Debentures
The following table summarizes the Company's senior guaranteed notes, senior secured notes and senior notes and debentures:
 
 
 
 
 
Interest Rate
 
Principal Amount
 
Carrying Amount (a)
Issuer
Date Issued
 
Maturity Date
 
 
 
September 30, 2017
 
December 31, 2016
CSC Holdings (b)(f)
February 6, 1998
 
February 15, 2018
 
7.875
%
 
$
300,000

 
$
303,531

 
$
310,334

CSC Holdings (b)(f)
July 21, 1998
 
July 15, 2018
 
7.625
%
 
500,000

 
511,312

 
521,654

CSC Holdings (c)(f)
February 12, 2009
 
February 15, 2019
 
8.625
%
 
526,000

 
544,422

 
553,804

CSC Holdings (c)(f)
November 15, 2011
 
November 15, 2021
 
6.750
%
 
1,000,000

 
957,954

 
951,702

CSC Holdings (c)(f)
May 23, 2014
 
June 1, 2024
 
5.250
%
 
750,000

 
657,903

 
650,193

CSC Holdings (e)
October 9, 2015
 
January 15, 2023
 
10.125
%
 
1,800,000

 
1,777,085

 
1,774,750

CSC Holdings (e)(l)
October 9, 2015
 
October 15, 2025
 
10.875
%
 
1,684,221

 
1,660,583

 
1,970,379

CSC Holdings (e)
October 9, 2015
 
October 15, 2025
 
6.625
%
 
1,000,000

 
986,394

 
985,469

CSC Holdings (g)
September 23, 2016
 
April 15, 2027
 
5.500
%
 
1,310,000

 
1,304,353

 
1,304,025

Cablevision (k)
September 23, 2009
 
September 15, 2017
 
8.625
%
 

 

 
926,045

Cablevision (c)(f)
April 15, 2010
 
April 15, 2018
 
7.750
%
 
750,000

 
757,515

 
767,545

Cablevision (c)(f)
April 15, 2010
 
April 15, 2020
 
8.000
%
 
500,000

 
491,224

 
488,992

Cablevision (c)(f)
September 27, 2012
 
September 15, 2022
 
5.875
%
 
649,024

 
568,796

 
559,500

Cequel and Cequel Capital Senior Notes (d)(m)
Oct. 25, 2012 Dec. 28, 2012
 
September 15, 2020
 
6.375
%
 
1,050,000

 
1,025,616

 
1,457,439

Cequel and Cequel Capital Senior Notes (d)
May 16, 2013 Sept. 9, 2014
 
December 15, 2021
 
5.125
%
 
1,250,000

 
1,132,926

 
1,115,767

Altice US Finance I Corporation Senior Secured Notes (h)
June 12, 2015
 
July 15, 2023
 
5.375
%
 
1,100,000

 
1,081,815

 
1,079,869

Cequel and Cequel Capital Senior Secured Notes (i)
June 12, 2015
 
July 15, 2025
 
7.750
%
 
620,000

 
604,001

 
602,925

Altice US Finance I Corporation Senior Notes (j)
April 26, 2016
 
May 15, 2026
 
5.500
%
 
1,500,000

 
1,487,745

 
1,486,933

 
 
 
 
 
 
 
$
16,289,245

 
15,853,175

 
17,507,325

Less: Current portion
 
1,572,358

 
926,045

Long-term debt
 
$
14,280,817

 
$
16,581,280

 
(a)
The carrying amount is net of the unamortized deferred financing costs and/or discounts/premiums.
(b)
The debentures are not redeemable by CSC Holdings prior to maturity.
(c)
Notes are redeemable at any time at a specified "make-whole" price plus accrued and unpaid interest to the redemption date.
(d)
The Company may redeem some or more of all the notes at the redemption price set forth in the relevant indenture, plus accrued and unpaid interest.
(e)
The Company may redeem some or all of the 2023 Notes at any time on or after January 15, 2019, and some or all of the 2025 Notes and 2025 Guaranteed Notes at any time on or after October 15, 2020, at the redemption prices set forth in the relevant indenture, plus accrued and unpaid interest, if any.  The Company may also redeem up to 40% of each series of the Cablevision Acquisition Notes using the proceeds of certain equity offerings before October 15, 2018, at a redemption price equal to 110.125% for the 2023 Notes, 110.875% for the 2025 Notes and 106.625% for the 2025 Guaranteed Notes, in each case plus accrued and unpaid interest. In addition, at any time prior to January 15, 2019, CSC Holdings may redeem some or all of the 2023 Notes, and at any time prior to October 15, 2020, the Company may redeem some or all of the 2025 Notes and the 2025 Guaranteed Notes, at a price equal to 100% of the principal amount thereof, plus a “make whole” premium specified in the relevant indenture plus accrued and unpaid interest.
(f)
The carrying value of the notes was adjusted to reflect their fair value on the Cablevision Acquisition Date (aggregate reduction of $52,788).
(g)
The 2027 Guaranteed Notes are redeemable at any time on or after April 15, 2022 at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any.  In addition, up to 40% may be redeemed for each series of the 2027 Guaranteed Notes using the proceeds of certain equity offerings before October 15, 2019, at a redemption price equal to 105.500%, plus accrued and unpaid interest.
(h)
Some or all of these notes may be redeemed at any time on or after July 15, 2018, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before July 15, 2018, at a redemption price equal to 105.375%.
(i)
Some or all of these notes may be redeemed at any time on or after July 15, 2020, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before July 15, 2018, at a redemption price equal to 107.750%.
(j)
Some or all of these notes may be redeemed at any time on or after May 15, 2021, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before May 15, 2019, at a redemption price equal to 105.500%.
(k)
In April 2017, the Company redeemed $500,000 of the senior notes from proceeds from the CVC Term Loan facility. In September 2017, these senior notes matured and the Company repaid the remaining principal balance of $400,000.
(l)
In July 2017, the Company used approximately $350,120 of the proceeds from the IPO to fund the redemption of $315,779 principal amount of CSC Holdings senior notes due October 2025 and the related call premium of approximately $34,341which was recorded as a loss on extinguishment of debt. The Company also recorded a write-off of deferred financings costs in connection with this redemption aggregating $4,516.
(m)
In April 2017, the Company redeemed $450,000 of the senior notes from proceeds from the Cequel Term Loan facility.
The indentures under which the senior notes and debentures were issued contain various covenants.  The Company was in compliance with all of its financial covenants under these indentures as of September 30, 2017.
Notes Payable to Affiliates and Related Parties
On June 21, 2016, in connection with the Cablevision Acquisition, the Company issued notes payable to affiliates and related parties aggregating $1,750,000, of which $875,000 bore interest at 10.75% and matured on December 20, 2023 and $875,000 bore interest at 11% and matured on December 20, 2024.
As discussed in Note 1, in connection with the Company's IPO, the Company converted the notes payable to affiliates and related parties (together with accrued and unpaid interest of $529 and applicable premium of $513,723) into shares of the Company’s common stock at the IPO price. The premium was recorded as a loss on extinguishment of debt on the Company's statement of operations for the nine months ended September 30, 2017. In connection with the conversion of the notes, the Company recorded a credit to paid in capital of $2,264,252.
For the nine months ended September 30, 2017, the Company recognized $90,405 of interest expense related to these notes prior to their conversion.
Summary of Debt Maturities
The future maturities of debt payable by the Company under its various debt obligations outstanding as of September 30, 2017, including notes payable, collateralized indebtedness (see Note 10), and capital leases, are as follows:
Years Ending December 31,
Cablevision
 
Cequel
 
Total
2017
$
29,925

 
$
5,256

 
$
35,181

2018
1,598,699

 
14,421

 
1,613,120

2019
561,995

 
12,713

 
574,708

2020
530,007

 
1,062,723

 
1,592,730

2021
3,664,638

 
1,263,578

 
4,928,216

Thereafter
10,058,245

 
4,428,075

 
14,486,320

DEBT

DEBT

CSC Holdings Credit Facilities

        In connection with the Cablevision Acquisition, in October 2015, Neptune Finco Corp. ("Finco"), a wholly-owned subsidiary of the Company formed to complete the financing described herein and the merger with CSC Holdings, borrowed an aggregate principal amount of $3,800,000 under a term loan facility (the "Term Credit Facility") and entered into revolving loan commitments in an aggregate principal amount of $2,000,000 (the "Revolving Credit Facility" and, together with the Term Credit Facility, the "Credit Facilities"). The Term Credit Facility was to mature on October 9, 2022 and the Revolving Credit Facility was to mature on October 9, 2020 (see discussion below regarding the extension amendments). In addition, on June 21, 2016 and July 21, 2016, the Company entered into incremental loan assumption agreements whereby the Revolving Credit Facility was increased by $70,000 and $35,000, respectively, to $2,105,000.

        Finco also issued $1,800,000 aggregate principal amount of 10.125% senior notes due 2023 (the "2023 Notes"), $2,000,000 aggregate principal amount of 10.875% senior notes due 2025 (the "2025 Notes"), and $1,000,000 aggregate principal amount of 6.625% senior guaranteed notes due 2025 (the "2025 Guaranteed Notes") (collectively the "Cablevision Acquisition Notes").

        On June 21, 2016, immediately following the Cablevision Acquisition, Finco merged with and into CSC Holdings, with CSC Holdings surviving the merger (the "CSC Holdings Merger"), and the Cablevision Acquisition Notes and the Credit Facilities became obligations of CSC Holdings. The 2025 Guaranteed Notes are guaranteed on a senior basis by each restricted subsidiary of CSC Holdings (other than CSC TKR, LLC and its subsidiaries, which own and operate the New Jersey cable television systems, Cablevision Lightpath, Inc. and any subsidiaries of CSC Holdings that are "Excluded Subsidiaries" under the indenture governing the 2025 Guaranteed Notes) (such subsidiaries, the "Initial Guarantors") and the obligations under the Credit Facilities are (i) guaranteed on a senior basis by each Initial Guarantor and (ii) secured on a first priority basis by capital stock held by CSC Holdings and the guarantors in certain subsidiaries of CSC Holdings, subject to certain exclusions and limitations.

        Altice USA used the proceeds from the Term Credit Facility and the Cablevision Acquisition Notes, together with an equity contribution from Altice N.V. and its Co-Investors and existing cash at Cablevision, to (a) finance the Cablevision Acquisition, (b) refinance the credit agreement, dated as of April 17, 2013 (the "Previous Credit Facility"), among CSC Holdings, certain subsidiaries of CSC Holdings and the lenders party thereto ($2,030,699 outstanding at the date of the Cablevision Acquisition), (c) repay the senior secured credit agreement, dated as of October 12, 2012, among Newsday LLC, CSC Holdings, and the lenders party thereto (the "Previous Newsday Credit Facility") of $480,000, and (d) pay related fees and expenses.

        The Credit Facilities permit CSC Holdings to request revolving loans, swing line loans or letters of credit from the revolving lenders, swingline lenders or issuing banks, as applicable, thereunder, from time to time prior to October 9, 2020, unless the commitments under the Revolving Credit Facility have been previously terminated.

        There is also a commitment fee of 0.375% on undrawn amounts under the revolving credit facility.

        On September 9, 2016, CSC Holdings entered into an amendment (the "Extension Amendment") to the Credit Facilities and the incremental loan assumption agreements dated June 21, 2016 and July 21, 2016 between CSC Holdings and certain lenders party thereto (the "Extending Lenders") pursuant to which each Extending Lender agreed to extend the maturity of its Term Credit Facility under the Credit Facilities to October 11, 2024 and to certain other amendments to the Credit Facilities. In October 2016, CSC Holdings used the net proceeds from the sale of $1,310,000 aggregate principal amount of 5.5% senior guaranteed notes due 2027 (the "2027 Guaranteed Notes") (after the deduction of fees and expenses) to prepay outstanding loans under the CSC Holdings Term Credit Facility that were not extended pursuant to the Extension Amendment. The total aggregate principal amount of the Term Credit Facility, after giving effect to the use of proceeds of the 2027 Guaranteed Notes, is $2,500,000 (the "Extended Term Loan"). The Extended Term Loan was effective on October 11, 2016. In connection with the prepayment of the Term Credit Facility, the Company wrote-off the deferred financing costs and the unamortized discount related to the existing term loan aggregating $102,894. Additionally, the Company recorded deferred financing costs and an original issue discount of $7,249 and $6,250, respectively, which are both being amortized to interest expense over the term of the Extended Term Loan.

        On December 9, 2016, the Credit Facilities were amended to increase the availability under the Revolving Credit Facility from $2,105,000 to $2,300,000 and extend the maturity on $2,280,000 of this facility to November 30, 2021. The remaining $20,000 will mature on October 9, 2020.

        The Credit Facilities require CSC Holdings to prepay outstanding term loans, subject to certain exceptions and deductions, with (i) 100% of the net cash proceeds of certain asset sales, subject to reinvestment rights and certain other exceptions, and (ii) commencing with the first full fiscal year after the consummation of the Cablevision Acquisition, a ratable share (based on the outstanding principal amount of the Extended Term Loan divided by the sum of the outstanding principal amount of all pari passu indebtedness and the Extended Term Loan) of 50% of the annual excess cash flow of CSC Holdings and its restricted subsidiaries, which will be reduced to 0% if the Consolidated Net Senior Secured Leverage Ratio of CSC Holdings is less than or equal to 4.5 to 1.

        Under the Term Credit Facility, CSC Holdings was required to make and made scheduled quarterly payment of $9,500 beginning with the fiscal quarter ending September 30, 2016. Under the Extended Term Loan, CSC Holdings is required to make scheduled quarterly payments equal to 0.25% of the principal amount of the Extended Term Loan, with the remaining balance scheduled to be paid on October 11, 2024, beginning with the fiscal quarter ending March 31, 2017.

        The CSC Holdings Credit Facilities include negative covenants that are substantially similar to the negative covenants contained in the indentures under which the Cablevision Acquisition Notes were issued (see discussion below). The Credit Facilities include one financial maintenance covenant (solely for the benefit of the Revolving Credit Facility), consisting of a maximum Consolidated Net Senior Secured Leverage Ratio of 5.0 to 1, which will be tested on the last day of any fiscal quarter but only if on such day there are outstanding borrowings under the CSC Holdings Revolving Credit Facility (including swingline loans but excluding any cash collateralized letters of credit and undrawn letters of credit not to exceed $15,000). The CSC Holdings Credit Facilities contain customary representations, warranties and affirmative covenants. In addition, the CSC Holdings Credit Facilities contains restrictive covenants that limit, among other things, the ability of CSC Holdings and its subsidiaries to incur indebtedness, create liens, engage in mergers, consolidations and other fundamental changes, make investments or loans, engage in transactions with affiliates, pay dividends, and make acquisitions and dispose of assets. If an event of default occurs, the obligations under the CSC Holdings Credit Facilities may be accelerated.

        CSC Holdings was in compliance with all of its financial covenants under the CSC Holdings Credit Facilities as of December 31, 2016.

Cequel Credit Facilities

        In connection with the Cequel Acquisition, lenders holding (a) $290,000 of loans and commitments under the revolving credit facility under the old credit facility and (b) approximately $815,400 of loans under the term loan facility under the old credit facility consented to roll over, on a cashless basis, such lenders' loans and commitments under the old credit facility into loans and commitments of the same amount under a new credit facility (the "Cequel Credit Facility") made available to a subsidiary of Cequel effective upon the consummation of the Cequel Acquisition (the 'Cequel Credit Agreement"). Upon the closing of the Cequel Acquisition, the $290,000 of loans and commitments under the revolving credit facility under the old credit facility that lenders elected to rollover into the Cequel Credit Facility, plus $60,000 of new revolving commitments from other lenders, formed a new $350,000 revolving credit facility under the Cequel Credit Facility, and all remaining commitments under the then existing $500,000 revolving credit facility under the old credit facility were terminated.

        The interest rate on the term loans outstanding under the Cequel Credit Facility equal the prime rate plus 2.25% or the LIBO rate plus 3.25%, with a LIBO rate floor of 1.00%, while the interest rate on the revolver loans equal the prime rate plus 2.25% or the LIBO rate plus 3.25%. The term loan facility requires quarterly repayments in annual amounts equal to 1.00% of the original principal amount, which commenced on March 31, 2016, with the remainder due at maturity. There is a commitment fee of 0.5% on undrawn amounts under the revolving credit facility.

        The debt under the Cequel Credit Agreement is secured by a first priority security interest in the capital stock of Suddenlink, an indirect wholly-owned subsidiary of Cequel and substantially all of the present and future assets of Suddenlink and its restricted subsidiaries, and is guaranteed by the Cequel Communications Holdings II, LLC, an indirect wholly-owned subsidiary of Cequel (the "Parent Guarantor") as well as all of Suddenlink's existing and future direct and indirect subsidiaries, subject to certain exceptions set forth in the Cequel Credit Agreement.

        The Cequel Credit Agreement contains customary representations, warranties and affirmative covenants. In addition, the Cequel Credit Agreement contains restrictive covenants that limit, among other things, the ability of Suddenlink and its subsidiaries to incur indebtedness, create liens, engage in mergers, consolidations and other fundamental changes, make investments or loans, engage in transactions with affiliates, pay dividends, and make acquisitions and dispose of assets. The Cequel Credit Agreement also contains a maximum senior secured leverage maintenance covenant of 5.0 times EBITDA as defined in the Cequel Credit Agreement. Additionally, the Cequel Credit Agreement contains customary events of default, including failure to make payments, breaches of covenants and representations, cross defaults to other indebtedness, unpaid judgments, changes of control and bankruptcy events. The lenders' commitments to fund amounts under the revolving credit facility are subject to certain customary conditions.

Amendments to Cequel Credit Agreement

        On October 25, 2016, an indirect wholly-owned subsidiary of Cequel entered into the First Amendment to the Cequel Credit Agreement, amending the credit agreement dated June 12, 2015, between the Company and certain lenders party thereto pursuant to which the applicable margin for the term loans outstanding under the Cequel Credit Facility was lowered by 25 basis points, the LIBO rate floor for the term loans outstanding under the Cequel Credit Facility was lowered by 25 basis points to 0.75% and the maturity date for the term loans outstanding under the Cequel Credit Facility was extended to January 15, 2025. The proceeds of $815,000 from the new term loan were used to repay the amount outstanding under the existing term loan of $809,327 and related fees and expenses. In connection with the extinguishment of the existing term loan, the Company recorded a loss on extinguishment of debt of $4,807, representing primarily the write-off of deferred financing costs related to the term loan. In connection with the First Amendment to the Cequel Credit Agreement, the Company recorded deferred financing costs of $2,092, which are being amortized to interest expense over the term of the loan.

        On December 9, 2016, the Company entered into the Second Amendment to the Cequel Credit Agreement which extended the maturity on the revolver to November 30, 2021.

        As of December 31, 2016, Cequel was in compliance with all of its financial covenants under the Cequel Credit Agreement.

        The following table provides details of the Company's outstanding credit facility debt (net of unamortized financing costs and unamortized discounts):

                                                                                                                                                                                    

 

 

Maturity Date

 

Interest
Rate

 

Principal

 

Carrying Value(a)

 

CSC Holdings Restricted Group:

 

 

 

 

 

 

 

 

 

 

 

 

Revolving Credit Facility(b)

 

November 30, 2021

 

 

4.07

%

$

175,256

 

$

145,013

 

Term Credit Facility(c)

 

October 11, 2024

 

 

3.88

%

 

2,500,000

 

 

2,486,874

 

Cequel:

 

 

 

 

 

 

 

 

 

 

 

 

Revolving Credit Facility(d)

 

November 30, 2021

 

 

 

 

 

 

 

Term Credit Facility

 

January 15, 2025

 

 

3.88

%

 

815,000

 

 

812,903

 

​  

​  

​  

​  

 

 

 

 

 

 

 

$

3,490,256

 

 

3,444,790

 

​  

​  

​  

​  

Less: Current portion

 

 

 

 

 

 

 

 

 

 

33,150

 

​  

​  

Long-term debt

 

 

 

 

 

 

 

 

 

$

3,411,640

 

​  

​  

​  

​  


 

 

 

(a)          

The unamortized discounts and deferred financing costs amounted to $45,466 at December 31, 2016.

(b)          

Includes $100,256 of credit facility debt incurred to finance the Cablevision Acquisition. See discussion above regarding the amendment to the revolving credit facility entered into December 2016.

(c)          

Represents $3,800,000 principal amount of debt incurred to finance the Cablevision Acquisition, net of principal repayments made. See discussion above regarding the Extension Amendment entered into September 2016.

(d)          

At December 31, 2016, $17,031 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $332,969 of the facility was undrawn and available, subject to covenant limitations.

        During the twelve months ending December 31, 2017, the Company is required to make principal payments aggregating $25,000 under the CSC Holdings Term Credit Facility and $8,150 under the Cequel Term Credit Facility.

Senior Guaranteed Notes and Senior Notes and Debentures

        The following table summarizes the Company's senior guaranteed notes, senior secured notes and senior notes and debentures as of December 31, 2016:

                                                                                                                                                                                    

Issuer

 

Date Issued

 

Maturity Date

 

Interest
Rate

 

Principal
Amount

 

Carrying
Amount(a)

 

CSC Holdings(b)(e)

 

February 6, 1998

 

February 15, 2018

 

 

7.875

%

$

300,000

 

$

310,334

 

CSC Holdings(b)(e)

 

July 21, 1998

 

July 15, 2018

 

 

7.625

%

 

500,000

 

 

521,654

 

CSC Holdings(c)(e)

 

February 12, 2009

 

February 15, 2019

 

 

8.625

%

 

526,000

 

 

553,804

 

CSC Holdings(c)(e)

 

November 15, 2011

 

November 15, 2021

 

 

6.750

%

 

1,000,000

 

 

951,702

 

CSC Holdings(c)(e)

 

May 23, 2014

 

June 1, 2024

 

 

5.250

%

 

750,000

 

 

650,193

 

CSC Holdings(d)

 

October 9, 2015

 

January 15, 2023

 

 

10.125

%

 

1,800,000

 

 

1,774,750

 

CSC Holdings(d)

 

October 9, 2015

 

October 15, 2025

 

 

10.875

%

 

2,000,000

 

 

1,970,379

 

CSC Holdings(d)

 

October 9, 2015

 

October 15, 2025

 

 

6.625

%

 

1,000,000

 

 

985,469

 

CSC Holdings(f)

 

September 23, 2016

 

April 15, 2027

 

 

5.500

%

 

1,310,000

 

 

1,304,025

 

Cablevision(c)(e)

 

September 23, 2009

 

September 15, 2017

 

 

8.625

%

 

900,000

 

 

926,045

 

Cablevision(c)(e)

 

April 15, 2010

 

April 15, 2018

 

 

7.750

%

 

750,000

 

 

767,545

 

Cablevision(c)(e)

 

April 15, 2010

 

April 15, 2020

 

 

8.000

%

 

500,000

 

 

488,992

 

Cablevision(c)(e)

 

September 27, 2012

 

September 15, 2022

 

 

5.875

%

 

649,024

 

 

559,500

 

Cequel Communications Holdings I LLC and Cequel
Capital Corporation(c)

 

October 25, 2012
December 28, 2012

 

September 15, 2020

 

 

6.375

%

 

1,500,000

 

 

1,457,439

 

Cequel Communications Holdings I LLC and Cequel
Capital Corporation(c)

 

May 16, 2013
September 9, 2014

 

December 15, 2021

 

 

5.125

%

 

1,250,000

 

 

1,115,767

 

Altice US Finance I Corporation(g)

 

June 12, 2015

 

July 15, 2023

 

 

5.375

%

 

1,100,000

 

 

1,079,869

 

Cequel Communications Holdings I LLC and Cequel Capital Corporation(h)

 

June 12, 2015

 

July 15, 2025

 

 

7.750

%

 

620,000

 

 

602,925

 

Altice US Finance I Corporation(i)

 

April 26, 2016

 

May 15, 2026

 

 

5.500

%

 

1,500,000

 

 

1,486,933

 

​  

​  

​  

​  

 

 

 

 

 

 

 

 

 

$

17,955,024

 

 

17,507,325

 

​  

​  

​  

​  

Less: Current portion

 

 

 

 

 

 

 

 

 

 

 

 

926,045

 

​  

​  

Long-term debt

 

 

 

 

 

 

 

 

 

 

 

$

16,581,280

 

​  

​  

​  

​  


 

 

 

(a)          

The carrying amount of the notes is net of the unamortized deferred financing costs and/or discounts/premiums of $447,699.

(b)          

The debentures are not redeemable by CSC Holdings prior to maturity.

(c)          

Notes are redeemable at any time at a specified "make-whole" price plus accrued and unpaid interest to the redemption date.

(d)          

The Company may redeem some or all of the 2023 Notes at any time on or after January 15, 2019, and some or all of the 2025 Notes and 2025 Guaranteed Notes at any time on or after October 15, 2020, at the redemption prices set forth in the relevant indenture, plus accrued and unpaid interest, if any. The Company may also redeem up to 40% of each series of the Cablevision Acquisition Notes using the proceeds of certain equity offerings before October 15, 2018, at a redemption price equal to 110.125% for the 2023 Notes, 110.875% for the 2025 Notes and 106.625% for the 2025 Guaranteed Notes, in each case plus accrued and unpaid interest. In addition, at any time prior to January 15, 2019, CSC Holdings may redeem some or all of the 2023 Notes, and at any time prior to October 15, 2020, the Company may redeem some or all of the 2025 Notes and the 2025 Guaranteed Notes, at a price equal to 100% of the principal amount thereof, plus a "make whole" premium specified in the relevant indenture plus accrued and unpaid interest.

(e)          

The carrying value of the notes was adjusted to reflect their fair value on the Cablevision Acquisition Date (aggregate reduction of $52,788).

(f)          

The 2027 Guaranteed Notes are redeemable at any time on or after April 15, 2022 at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any. In addition, up to 40% may be redeemed for each series of the 2027 Guaranteed Notes using the proceeds of certain equity offerings before October 15, 2019, at a redemption price equal to 105.500%, plus accrued and unpaid interest.

(g)          

Some or all of these notes may be redeemed at any time on or after July 15, 2018, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before July 15, 2018, at a redemption price equal to 105.375%.

(h)          

Some or all of these notes may be redeemed at any time on or after July 15, 2020, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before July 15, 2018, at a redemption price equal to 107.750%.

(i)          

Some or all of these notes may be redeemed at any time on or after May 15, 2021, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before May 15, 2019, at a redemption price equal to 105.500%.

        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. The Company was in compliance with all of its financial covenants under these indentures as of December 31, 2016.

CSC Holdings 5.5% Senior Guaranteed Notes due 2027

        In September 2016, CSC Holdings issued $1,310,000 aggregate principal amount of 5.50% senior guaranteed notes due April 15, 2027. The 2027 Guaranteed Notes are senior unsecured obligations and rank pari passu in right of payment with all of the existing and future senior indebtedness, including the existing senior notes and the Credit Facilities and rank senior in right of payment to all of existing and future subordinated indebtedness.

        As discussed above, in October 2016, CSC Holdings used the proceeds from the issuance of the 2027 Guaranteed Notes (after the deduction of fees and expenses) to prepay the outstanding loans under the Term Credit Facility that were not extended pursuant to the Extension Amendment. In connection with the issuance of the 2027 Guaranteed Notes, the Company incurred deferred financing costs of approximately $5,575, which are being amortized to interest expense over the term of the 2027 Guaranteed Notes.

Cablevision Acquisition Notes

        The $1,000,000 principal amount of the 2025 Guaranteed Notes bear interest at a rate of 6.625% per annum and were issued at a price of 100.00%. Interest on the 2025 Guaranteed Notes is payable semi-annually on January 15 and July 15, commencing on July 15, 2016. These 2025 Guaranteed Notes are guaranteed on a senior basis by the Initial Guarantors.

        The $1,800,000 principal amount of the 2023 Notes and $2,000,000 principal amount of the 2025 Notes, bear interest at a rate of 10.125% and 10.875%, respectively, per annum and were issued at prices of 100.00%. Interest on the 2023 Notes and 2025 Notes is payable semi-annually on January 15 and July 15, which began on July 15, 2016.

        Deferred financing costs of approximately $76,579 incurred in connection with the issuance of the Cablevision Acquisition Notes are being amortized to interest expense over the term of the Cablevision Acquisition Notes.

        The indentures under which the Cablevision and CSC Holdings Senior Guaranteed Notes and Senior Notes and Debentures were issued contain certain covenants and agreements with respect to investment grade debt securities, including limitations on the ability of CSC Holdings and its restricted subsidiaries to (i) incur or guarantee additional indebtedness, (ii) make investments or other restricted payments, (iii) create liens, (iv) sell assets and subsidiary stock, (v) pay dividends or make other distributions or repurchase or redeem our capital stock or subordinated debt, (vi) engage in certain transactions with affiliates, (vii) enter into agreements that restrict the payment of dividends by subsidiaries or the repayment of intercompany loans and advances, and (viii) engage in mergers or consolidations, in each case subject to certain exceptions. The indentures also contain certain customary events of default. If an event of default occurs, the obligations under the Cablevision Acquisition Notes may be accelerated. As of December 31, 2016, Cablevision was in compliance with all of its financial covenants under the indentures under which the senior notes and debentures and guaranteed notes were issued.

Cequel Senior Secured Notes

        On June 12, 2015, Altice US Finance I Corporation, an indirect subsidiary of Altice N.V., issued $1,100,000 principal amount of senior secured notes (the "2023 Senior Secured Notes"), the proceeds from which were placed in escrow to finance a portion of the purchase price for the Cequel Acquisition. The 2023 Senior Secured Notes bear interest at a rate of 5.375% per annum and were issued at a price of 100.00%. Interest on the 2023 Senior Secured Notes is payable semi-annually on January 15 and July 15 of each year. Following the consummation of the Cequel Acquisition and related transactions the equity interests in Altice US Finance I Corporation were contributed through one or more intermediary steps to Suddenlink, and the Senior Secured Notes were guaranteed by Cequel Communications Holdings II LLC, Suddenlink and certain of the subsidiaries of Suddenlink and are secured by certain assets of Cequel Communications Holdings II LLC, Suddenlink and its subsidiaries.

        On April 26, 2016, Altice US Finance I Corporation issued $1,500,000 aggregate principal amount of senior secured notes (the "2026 Senior Secured Notes"). The proceeds from the sale were used to repay the $1,477,200 remaining balance under the Old Credit Facility and to pay related fees and expenses (see discussion above). The 2026 Senior Secured Notes mature on May 15, 2026 and bear interest at a rate of 5.50% annually. Interest on the 2026 Senior Secured Notes is payable semi-annually on May 15 and November 15 of each year, commencing on November 15, 2016. Deferred financing costs recorded in connection with the issuance of these notes amounted to $13,773 and are being amortized over the term of the notes.

Cequel Senior Notes

        On June 12, 2015, Altice US Finance II Corporation, an indirect subsidiary of Altice N.V., issued $300,000 principal amount of the 2025 Senior Notes, the proceeds from which were placed in escrow, to finance a portion of the purchase price for the Cequel Acquisition. The 2025 Senior Notes were issued by the 2025 Senior Notes Issuer, an indirect subsidiary of Altice N.V., bear interest at a rate of 7.75% per annum and were issued at a price of 100.00%. Interest on the 2025 Senior Notes is payable semi-annually on January 15 and July 15 of each year. Following the consummation of the Cequel Acquisition and related transactions, the 2025 Senior Notes Issuer merged into Cequel, the 2025 Senior Notes became the obligations of Cequel and Cequel Capital Corporation became the co-issuer of the 2025 Senior Notes.

        On June 12, 2015, Altice US Finance S.A., an indirect subsidiary of Altice N.V. issued $320,000 principal amount of the 7.75% Senior Notes due 2025 (the "Holdco Notes"), the proceeds from which were placed in escrow, to finance a portion of the purchase price for the Cequel Acquisition. The Holdco Notes bear interest at a rate of 7.75% per annum and were issued at a price of 98.275%. Interest on the Holdco Notes is payable semi-annually on January 15 and July 15 of each year. The Holdco Notes were automatically exchanged into an equal aggregate principal amount of 2025 Senior Notes at Cequel during the second quarter of 2016. The exchange resulted in a decrease to member's equity of approximately $315,352.

        The Issuers have no ability to service interest or principal on the Notes, other than through any dividends or distributions received from Suddenlink. Suddenlink is restricted in certain circumstances, from paying dividends or distributions to the Issuers by the terms of the New Credit Agreement. However, the Cequel Credit Agreement permits Suddenlink to make dividends and distributions subject to satisfaction of certain conditions, including pro forma compliance with a maximum senior secured leverage ratio, and that no event of default has occurred and is continuing, or would be caused by the making of such dividends or other distributions, and based on, among other things, availability under a restricted payment basket. The 2020 Notes, the 2021 Notes and the 2025 Senior Notes are unsecured and are not guaranteed by any subsidiaries of the Original Issuers, including Suddenlink.

        The Cequel Indentures contain certain covenants, agreements and events of default which are customary with respect to non-investment grade debt securities, including limitations on the Company's ability to incur additional indebtedness, pay dividends on or make other distributions or repurchase the Company's capital stock, make certain investments, enter into certain types of transactions with affiliates, create liens and sell certain assets or merge with or into other companies.

Notes Payable to Affiliates and Related Parties

        On June 21, 2016, in connection with the Cablevision Acquisition, the Company issued notes payable to affiliates aggregating $1,750,000, of which $875,000 bear interest at 10.75% and are due on December 20, 2023 and $875,000 bear interest at 11% and are due on December 20, 2024. The Company may redeem all or, part of the notes at a redemption price equal to 100% of the principal amount thereof plus the applicable premium, as defined in the notes agreement, and accrued and unpaid interest. For the year ended December 31, 2016, the Company recognized interest expense of $102,557 related to these notes payable. As of December 31, 2016, the accrued interest related to these notes of $102,557 is reflected in accrued interest in the Company's balance sheet.

Summary of Debt Maturities

        Total amounts payable by the Company under its various debt obligations outstanding as of December 31, 2016, including notes payable, collateralized indebtedness (see Note 10), and capital leases, during the next five years and thereafter, are as follows:

                                                                                                                                                                                    

Years Ending December 31,

 

Cablevision

 

Cequel

 

Altice USA

 

Total

 

2017

 

$

1,719,180

 

$

9,113

 

$

 

$

1,728,293

 

2018

 

 

2,103,441

 

 

8,652

 

 

 

 

2,112,093

 

2019

 

 

557,348

 

 

8,330

 

 

 

 

565,678

 

2020

 

 

526,340

 

 

1,508,213

 

 

 

 

2,034,553

 

2021

 

 

1,200,256

 

 

1,258,223

 

 

 

 

2,458,479

 

Thereafter

 

 

9,884,024

 

 

3,995,280

 

 

1,750,000

 

 

15,629,304

 

DERIVATIVE CONTRACTS AND COLLATERALIZED INDEBTEDNESS
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
DERIVATIVE CONTRACTS AND COLLATERALIZED INDEBTEDNESS
DERIVATIVE CONTRACTS AND COLLATERALIZED INDEBTEDNESS
Prepaid Forward Contracts
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 operations.
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 September 30, 2017, 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.  All of the counterparties to such transactions carry investment grade credit ratings as of September 30, 2017.
Put/Call Options
In the third quarter of 2017, the Company entered into a put-call contract that expires in the third quarter of 2018 whereby the Company sold a put option and purchased a call option with the same strike price. In connection with this transaction, the Company provided cash collateral of approximately $45,000 at September 30, 2017, which reflects the aggregate difference between the strike price and the closing price of the underlying shares and is reflected as restricted cash in our consolidated balance sheet. The fair value of the put-call contract of $48,326 as of September 30, 2017 is reflected in liabilities under derivative contracts on the Company’s balance sheet. For the three months ended September 30, 2017, $72,365 was recorded in the statement of operations as a loss on derivative contracts which reflected a change in the fair value of the put-call contract of $48,326 and a realized loss on the settlement of certain put-call options of $24,039. In October 2017, the Company settled the remaining put-call options and recognized an incremental loss of approximately $25,000.
Interest Rate Swap Contracts
In June 2016, the Company entered into two fixed to floating interest rate swap contracts. One fixed to floating interest rate swap is converting $750,000 from a fixed rate of 1.6655% to six-month LIBO rate and a second tranche of $750,000 from a fixed rate of 1.68% to six-month LIBO rate. The objective of these swaps is to cover the exposure of the 2026 Senior Secured Notes issued by Cequel to changes in the market interest rate. These swap contracts were not designated as hedges for accounting purposes. Accordingly, the changes in the fair value of these interest rate swap contracts are recorded through the statements of operations.
The Company does not hold or issue derivative instruments for trading or speculative purposes.
The following represents the location of the assets and liabilities associated with the Company's derivative instruments within the consolidated balance sheets:
 
 
 
 
Asset Derivatives
 
Liability Derivatives
Derivatives Not Designated as Hedging Instruments
 
Balance Sheet
Location
 
Fair Value at September 30, 2017
 
Fair Value at December 31, 2016
 
Fair Value at September 30, 2017
 
Fair Value at December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Prepaid forward contracts
 
Derivative contracts, current
 
$
54,578

 
$
352

 
$
(54,578
)
 
$
(13,158
)
Prepaid forward contracts
 
Derivative contracts, long-term
 

 
10,604

 
(52,488
)
 

Put/Call options
 
Liabilities under derivative contracts, current
 

 

 
(48,326
)
 

Interest rate swap contracts
 
Liabilities under derivative contracts, long-term
 

 

 
(69,271
)
 
(78,823
)
 
 
 
 
$
54,578

 
$
10,956

 
$
(224,663
)
 
$
(91,981
)

Gain (loss) related to the Company's derivative contracts related to the Comcast common stock for the three and nine months ended September 30, 2017 of $55,602 and $(81,905), respectively, are reflected in gain (loss) on derivative contracts, net in the Company's consolidated statement of operations.
For the three and nine months ended September 30, 2017, the Company recorded a gain (loss) on investments of $(18,900) and $169,888, respectively, representing the net increase (decrease) in the fair values of the investment securities pledged as collateral. 
For the three and nine months ended September 30, 2017, the Company recorded a gain on interest rate swap contracts of $1,051 and $12,539, respectively.
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 during the nine months ended September 30, 2017
Number of shares (a)
21,477,618

Collateralized indebtedness settled
$
(617,151
)
Derivatives contracts settled
(37,838
)
 
(654,989
)
Proceeds from new monetization contracts
662,724

Net cash proceeds
$
7,735

______________________
(a)
Share amounts are adjusted for the 2 for 1 stock split in February 2017.
The cash to settle the collateralized indebtedness 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 April 2017, the Company entered into new monetization contracts related to 32,153,118 shares of Comcast common stock held by Cablevision, which synthetically reversed the existing contracts related to these shares (the "Synthetic Monetization Closeout"). As the existing collateralized debt matures, the Company will settle the contracts with proceeds received from the new monetization contracts. The new monetization contracts mature on April 28, 2021. The new monetization contracts provide the Company with downside protection below the hedge price of $35.47 and upside benefit of stock price appreciation up to $44.72 per share. In connection with the execution of these contracts, the Company recorded (i) the fair value of the equity derivative contracts of $64,793 (in a net asset position), (ii) notes payable of $111,657, representing the fair value of the existing equity derivative contracts, in a liability position, and (iii) a discount on notes payable of $46,864.
DERIVATIVE CONTRACTS AND COLLATERALIZED INDEBTEDNESS

DERIVATIVE CONTRACTS AND COLLATERALIZED INDEBTEDNESS

Prepaid Forward Contracts

        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 statement of operations.

        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, 2016, 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, 2016.

Interest Rate Swap Contracts

        In June 2016, the Company entered into two new fixed to floating interest rate swap contracts. One fixed to floating interest rate swap is converting $750,000 from a fixed rate of 1.6655% to six-month LIBO rate and a second tranche of $750,000 from a fixed rate of 1.68% to six-month LIBO rate. The objective of these swaps is to cover the exposure of the 2026 Senior Secured Notes to changes in the market interest rate. These swap contracts were not designated as hedges for accounting purposes. Accordingly, the changes in the fair value of these interest rate swap contracts are recorded through the statement of operations.

        The Company does not hold or issue derivative instruments for trading or speculative purposes.

        The following represents the location of the assets and liabilities associated with the Company's derivative instruments within the consolidated balance sheets:

                                                                                                                                                                                    

 

 

 

 

Asset
Derivatives

 

Liability
Derivatives

 

Derivatives Not Designated as Hedging Instruments

 

Balance Sheet Location

 

Fair Value at
December 31,
2016

 

Fair Value at
December 31,
2016

 

Prepaid forward contracts

 

Derivative contracts, current

 

$

352

 

$

13,158

 

Prepaid forward contracts

 

Derivative contracts, long-term

 

 

10,604

 

 

 

Interest rate swap contracts

 

Liabilities under derivative contracts, long-term

 

 

 

 

78,823

 

​  

​  

​  

​  

 

 

 

 

$

10,956

 

$

91,981

 

​  

​  

​  

​  

​  

​  

​  

​  

        Unrealized and realized losses related to Company's equity derivative contracts related to the Comcast common stock for the year ended December 31, 2016 of $53,696, are reflected in loss on equity derivative contracts, net in the Company's consolidated statement of operations.

        For the year ended December 31, 2016, the Company recorded a gain on investments of $141,538, representing the net increase in the fair values of all investment securities pledged as collateral.

        For the year ended December 31, 2016, the Company recorded a net loss on interest rate swap contracts of $72,961.

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.

                                                                                                                                                                                    

Number of shares(a)

 

 

5,337,750

 

​  

​  

​  

​  

Collateralized indebtedness settled

 

$

(143,102

)

Derivative contracts settled

 

 

 

​  

​  

 

 

 

(143,102

)

Proceeds from new monetization contracts

 

 

179,388

 

​  

​  

Net cash receipt

 

$

36,286

 

​  

​  

​  

​  


 

 

 

(a)          

Share amounts were adjusted for the 2 for 1 stock split in February 2017.

        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 2017, the Company settled collateralized indebtedness relating to 5,337,750 Comcast shares (adjusted for the 2 for 1 stock split in February 2017) 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 sheet of the Company as of December 31, 2016 reflect the reclassification of $184,286 of investment securities pledged as collateral from a current asset to a long-term asset and $150,036 of collateralized indebtedness from a current liability to a long-term liability.

FAIR VALUE MEASUREMENT
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
FAIR VALUE MEASUREMENT
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:
 
Fair Value
Hierarchy
 
September 30, 2017
 
December 31, 2016
Assets:
 
 
 
 
 
Money market funds (of which $14,700 is classified as restricted cash as of December 31, 2016)
Level I
 
$
65,801

 
$
100,139

Investment securities pledged as collateral
Level I
 
1,652,917

 
1,483,030

Prepaid forward contracts
Level II
 
54,578

 
10,956

Liabilities:
 
 
 
 
 
Prepaid forward contracts
Level II
 
107,066

 
13,158

Put/Call Options
Level II
 
48,326

 

Interest rate swap contracts
Level II
 
69,271

 
78,823

Contingent consideration related to 2017 acquisition
Level III
 
30,000

 


The Company's cash equivalents, investment securities and investment securities pledged as collateral are classified within Level I of the fair value hierarchy because they are valued using quoted market prices.
The Company's derivative contracts and liabilities under derivative contracts 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 fair value of the contingent consideration related to the acquisition in the first quarter of 2017 was estimated based on a probability assessment of attaining the targets. The estimated amount recorded as of September 30, 2017 is the full contractual amount.
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, Senior Secured Notes, Senior Guaranteed Notes, Notes Payable to Affiliates and Related Parties 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:
 
 
 
September 30, 2017
 
December 31, 2016
 
Fair Value
Hierarchy
 
Carrying
Amount (a)
 
Estimated
Fair Value
 
Carrying
Amount (a)
 
Estimated
Fair Value
Altice USA debt instruments:
 
 
 
 
 
 
 
 
 
Notes payable to affiliates and related parties
Level II
 
$

 
$

 
$
1,750,000

 
$
1,837,876

CSC Holdings debt instruments:
 
 
 

 
 

 
 

 
 

Credit facility debt
Level II
 
4,123,792

 
4,167,500

 
2,631,887

 
2,675,256

Collateralized indebtedness
Level II
 
1,314,788

 
1,286,557

 
1,286,069

 
1,280,048

Senior guaranteed notes
Level II
 
2,290,748

 
2,460,675

 
2,289,494

 
2,416,375

Senior notes and debentures
Level II
 
6,412,789

 
7,421,261

 
6,732,816

 
7,731,150

Notes payable
Level II
 
76,442

 
72,802

 
13,726

 
13,260

Cablevision senior notes:
Level II
 
1,817,536

 
1,998,340

 
2,742,082

 
2,920,056

Cequel debt instruments:
 
 


 


 


 


Cequel credit facility
Level II
 
1,253,110

 
1,261,838

 
812,903

 
815,000

Senior secured notes
Level II
 
2,569,559

 
2,745,750

 
2,566,802

 
2,689,750

Senior notes
Level II
 
2,762,543

 
3,036,850

 
3,176,131

 
3,517,275

Notes payable
Level II
 
3,083

 
3,083

 

 

 
 
 
$
22,624,390

 
$
24,454,656

 
$
24,001,910

 
$
25,896,046

 
(a)
Amounts are net of unamortized deferred financing costs and discounts.
The fair value estimates related to the Company's debt instruments presented above are made at a specific point in time, based on relevant market information and information about the financial instrument.  These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.
FAIR VALUE MEASUREMENT

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, 2016 (Successor)

 

 

 

Level I

 

Level II

 

Level III

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

100,139

 

$

 

$

 

$

100,139

 

Investment securities pledged as collateral

 

 

1,483,030

 

 

 

 

 

 

1,483,030

 

Prepaid forward contracts

 

 

 

 

10,956

 

 

 

 

10,956

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepaid forward contracts

 

 

 

 

13,158

 

 

 

 

13,158

 

Interest rate swap contracts

 

 

 

 

 

78,823

 

 

 

 

 

78,823

 

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

        The Company's derivative contracts and liabilities under derivative contracts 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.

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, Senior Secured Notes, Senior Guaranteed Notes, Notes Payable to Affiliates and Related Parties, 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:

                                                                                                                                                                                    

 

 

 

 

December 31, 2016

 

 

 

Fair Value
Hierarchy

 

Carrying
Amount(a)

 

Estimated
Fair Value

 

Altice USA debt instruments:

 

 

 

 

 

 

 

 

 

Notes payable to affiliates and related parties

 

Level II

 

$

1,750,000

 

$

1,837,876

 

CSC Holdings debt instruments:

 

 

 

 

 

 

 

 

 

Credit facility debt

 

Level II

 

 

2,631,887

 

 

2,675,256

 

Collateralized indebtedness(b)

 

Level II

 

 

1,286,069

 

 

1,280,048

 

Senior guaranteed notes

 

Level II

 

 

2,289,494

 

 

2,416,375

 

Senior notes and debentures(c)

 

Level II

 

 

6,732,816

 

 

7,731,150

 

Notes payable

 

Level II

 

 

13,726

 

 

13,260

 

Cablevision senior notes(d)

 

Level II

 

 

2,742,082

 

 

2,920,056

 

Cequel debt instruments:

 

 

 

 

 

 

 

 

 

Cequel credit facility

 

Level II

 

 

812,903

 

 

815,000

 

Senior Secured Notes

 

Level II

 

 

1,079,869

 

 

1,152,250

 

Senior Notes

 

Level II

 

 

4,663,064

 

 

5,054,775

 

​  

​  

​  

​  

 

 

 

 

$

24,001,910

 

$

25,896,046

 

​  

​  

​  

​  

​  

​  

​  

​  


 

 

 

(a)          

Amounts are net of unamortized deferred financing costs and discounts.

(b)          

The total carrying value of the collateralized debt was reduced by $9,142 to reflect its fair value on the Cablevision Acquisition Date.

(c)          

The total carrying value of the senior notes and debentures assumed in connection with the Cablevision Acquisition was reduced by $39,713 to reflect the fair value of the notes on the Cablevision Acquisition Date.

(d)          

The total carrying value of the senior notes and debentures assumed in connection with the Cablevision Acquisition was reduced by $13,075 to reflect the fair value of the notes on the Cablevision Acquisition Date.

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

INCOME TAXES
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
INCOME TAXES
INCOME TAXES
In general, the Company is required to use an estimated annual effective tax rate to measure the income tax expense or benefit recognized in an interim period. The estimated annual effective tax rate is revised on a quarterly basis and therefore may be different from the rate used in a prior interim period. In addition, certain items included in income tax expense as well as the tax impact of certain items included in pretax income from continuing operations must be treated as discrete items. The income tax expense or benefit associated with these discrete items is fully recognized in the interim period in which the items occur.
The Company recorded income tax benefit of $134,688 and $429,664 for the three and nine months ended September 30, 2017, respectively, reflecting an effective tax rate of 43% and 37%, respectively. Nondeductible share-based compensation expense for the three and nine months ended September 30, 2017 reduced income tax benefit by $6,002 and $16,373, respectively.
The Company recorded income tax benefit of $118,230 and $101,332 for the three and nine months ended September 30, 2016, respectively. On June 9, 2016 the common stock of Cequel Corporation was contributed to the Company. On June 21, 2016, the Company completed its acquisition of Cablevision. Accordingly, Cequel and Cablevision joined the federal consolidated and certain state combined income tax returns of the Company. As a result, the applicate tax rate used to measure deferred tax assets and liabilities increased, resulting in a non-cash deferred income tax charge of $153,660 in the second quarter of 2016. In addition, there was no state income tax benefit on the pre-merger accrued interest at Finco, resulting in additional deferred tax expense of $2,431 and $18,542 for the three and nine months ended September 30, 2016, respectively.
On January 1, 2017, the Company adopted ASU 2016-09 using the prospective transition method with respect to the presentation of excess tax benefits in the statement of cash flows. In connection with the adoption, a deferred tax asset of $308,231 for previously unrealized excess tax benefits related to share-based payment awards was recognized with the offset recorded to accumulated deficit.
As of September 30, 2017, the Company's federal net operating losses (“NOLs”) were approximately $2,674,000. The utilization of certain pre-merger NOLs of Cablevision and Cequel are limited pursuant to Internal Revenue Code Section 382. The Company does not expect such limitations to impact the ability to utilize the NOLs prior to their expiration.
INCOME TAXES

INCOME TAXES

        The Company files a federal consolidated and certain state combined income tax returns with its 80% or more owned subsidiaries. In connection with the contribution of common stock of Cequel to the Company, Cequel joined the Company's federal consolidated group. Cablevision joined the Company's federal consolidated group on the Cablevision Acquisition Date.

        Income tax benefit attributable to the Company's continuing operations for the year ended December 31, 2016 consist of the following components:

                                                                                                                                                                                    

Current expense (benefit):

 

 

 

 

Federal

 

$

(981

)

State

 

 

5,310

 

​  

​  

 

 

 

4,329

 

​  

​  

Deferred benefit:

 

 

 

 

Federal

 

 

(223,159

)

State

 

 

(40,830

)

​  

​  

 

 

 

(263,989

)

​  

​  

Tax benefit relating to uncertain tax positions

 

 

(6

)

​  

​  

Income tax benefit

 

$

(259,666

)

​  

​  

​  

​  

        The income tax benefit attributable to the Company's 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:

                                                                                                                                                                                    

 

 

December 31,
2016

 

Federal tax benefit at statutory rate

 

$

(381,901

)

State income taxes, net of federal impact

 

 

(39,336

)

Changes in the valuation allowance

 

 

297

 

Changes in the state rates used to measure deferred taxes, net of federal impact

 

 

153,239

 

Tax benefit relating to uncertain tax positions

 

 

(120

)

Non-deductible share-based compensation related to the carried unit plan

 

 

5,029

 

Non-deductible Cablevision Acquisition transaction costs

 

 

4,457

 

Other non-deductible expenses

 

 

1,551

 

Research credit

 

 

(400

)

Other, net

 

 

(2,482

)

​  

​  

Income tax benefit

 

$

(259,666

)

​  

​  

​  

​  

        As described in Note 1, in June, 2016, (i) Cequel was contributed to Altice USA and (ii) Altice USA completed the Cablevision Acquisition. Accordingly, in the second quarter of 2016, Cequel and Cablevision joined the federal consolidated and certain state combined income tax returns of Altice USA. As a result, the applicate tax rate used to measure deferred tax assets and liabilities of Cequel increased, resulting in a non-cash deferred income tax charge of $153,660.

        In the fourth quarter of 2016, ASU 2015-17 was adopted with prospective application. Accordingly, all deferred tax assets and liabilities are presented as noncurrent in the consolidated balance sheet as of December 31, 2016.

        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, 2016 are as follows.

                                                                                                                                                                                    

 

 

December 31,
2016

 

NOLs and tax credit carry forwards

 

$

971,728

 

Compensation and benefit plans

 

 

93,939

 

Partnership investments

 

 

113,473

 

Restructuring liability

 

 

37,393

 

Other liabilities

 

 

45,561

 

Liabilities under derivative contracts

 

 

31,529

 

Interest deferred for tax purposes

 

 

39,633

 

Other

 

 

6,615

 

​  

​  

Deferred tax asset

 

 

1,339,871

 

Valuation allowance

 

 

(3,125

)

​  

​  

Net deferred tax asset, noncurrent

 

 

1,336,746

 

​  

​  

Fixed assets and intangibles

 

 

(9,065,635

)

Investments

 

 

(187,795

)

Prepaid expenses

 

 

(10,172

)

Fair value adjustment- debt and deferred finance costs

 

 

(30,535

)

Other

 

 

(9,424

)

​  

​  

Deferred tax liability, noncurrent

 

 

(9,303,561

)

​  

​  

Total net deferred tax liability

 

$

(7,966,815

)

​  

​  

​  

​  

        The Cablevision Acquisition resulted in an ownership change under Internal Revenue Code ("IRC") Section 382 and certain state taxing authorities whereby Cablevision's federal net operating losses ("NOLs") immediately prior to the Cablevision Acquisition of $877,975 will be subject to certain limitations. The Cequel Acquisition resulted in a third ownership change with regard to Cequel NOLs. Utilization of Cequel NOLs of $1,709,263 are limited under IRC Section 382. The utilization of the NOLs will be determined based on the ordering rules required by the applicable taxing jurisdiction. Since the limitation amounts accumulate for future use to the extent they are not utilized in any given year, the Company believes its loss carryforwards should become fully available to offset future taxable income.

        At December 31, 2016, the Company had consolidated federal NOLs of $3,078,119 expiring on various dates from 2019 through 2036. The Company has recorded a deferred tax asset related to $2,302,619 of such NOLs. A deferred tax asset has not been recorded for the remaining NOL of $775,500 as this portion relates to 'windfall' deductions on share-based awards that have not yet been realized. In connection with the adoption of ASU 2016-09 in the first quarter of 2017, the deferred tax asset for such windfall deductions will be recorded to accumulated deficit in the amount of approximately $309,000.

        As of December 31, 2016, the Company has $43,215 of federal alternative minimum tax credit carry forwards which do not expire and $18,672 of research credits, expiring in varying amounts from 2023 through 2036.

        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. In evaluating the need for a valuation allowance, management takes into account various factors, including the expected level of future taxable income, available tax planning strategies and reversals of existing taxable 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. Pursuant to the Cablevision Acquisition and Cequel Acquisition, deferred tax liabilities resulting from the book fair value adjustment increased significantly and future taxable income that will result from the reversal of existing taxable temporary differences for which deferred tax liabilities are recognized is sufficient to conclude it is more likely than not that the Company will realize all of its gross deferred tax assets, except those deferred tax assets against which a valuation allowance has been recorded which relate to certain state NOLs.

        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:

                                                                                                                                                                                    

Balance at January 1, 2016

 

$

 

Increase to tax position in connection with the Cablevision Acquisition

 

 

4,031

 

Decreases related to prior year tax positions

 

 

(6

)

​  

​  

Balance at December 31, 2016

 

$

4,025

 

​  

​  

​  

​  

        As of December 31, 2016, 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 $5,185.

        In the second quarter of 2016, the Company changed its accounting policy on a prospective basis to present interest expense relating to uncertain tax positions as additional interest expense. In the period ended December 31, 2016, $309 of interest expense relating to uncertain tax position was recorded to interest expense.

        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, Texas and West Virginia. The State of New York is presently auditing income tax returns for years 2009 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.

BENEFIT PLANS
BENEFIT PLANS

BENEFIT PLANS

Qualified and Non-qualified Defined Benefit Plans

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 of Cablevision, as well as certain employees covered by a collective bargaining agreement in Brooklyn.

        The Company maintains an unfunded non-contributory non-qualified defined benefit excess cash balance plan ("Excess Cash Balance Plan") covering certain current and former employees of Cablevision 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 former officers and employees of Cablevision which provided that, upon retiring on or after normal retirement age, a participant receives a benefit equal to a specified percentage of the participant's average compensation, as defined. All participants were 100% vested in the CSC Supplemental Benefit Plan. The benefits related to the CSC Supplemental Plan were paid to participants in January 2017 and the plan was terminated.

        Cablevision's Pension Plan and the Excess Cash Balance Plan are frozen and no employee of Cablevision who was not already a participant could participate in the plans and no further annual Pay Credits (a certain percentage of employees' eligible pay) are made. Existing account balances under the plans continue to be credited with monthly interest in accordance with the terms of the plans.

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, 2016:

                                                                                                                                                                                    

Change in projected benefit obligation:

 

 

 

 

Projected benefit obligation at beginning of year

 

$

403,963

 

Service cost

 

 

 

Interest cost

 

 

14,077

 

Actuarial gain

 

 

(11,429

)

Curtailments

 

 

3,968

 

Benefits paid

 

 

(28,062

)

​  

​  

Projected benefit obligation at end of year

 

 

382,517

 

​  

​  

Change in plan assets:

 

 

 

 

Fair value of plan assets at beginning of year

 

 

297,846

 

Actual return on plan assets, net

 

 

5,829

 

Employer contributions

 

 

8,505

 

Benefits paid

 

 

(28,062

)

​  

​  

Fair value of plan assets at end of year

 

 

284,118

 

​  

​  

Unfunded status at end of year

 

$

(98,399

)

​  

​  

​  

​  

        The accumulated benefit obligation for the Company's Defined Benefit Plans aggregated $382,517 at December 31, 2016.

        The Company's net funded status relating to its Defined Benefit Plans at December 31, 2016, is as follows:

                                                                                                                                                                                    

Defined Benefit Plans

 

$

(98,399

)

Less: Current portion related to nonqualified plans

 

 

14,293

 

​  

​  

Long-term defined benefit plan obligations

 

$

(84,106

)

​  

​  

​  

​  

        Components of the net periodic benefit cost, recorded in other operating expenses, for the Defined Benefit Plans for the year ended December 31, 2016, is as follows:

                                                                                                                                                                                    

Service cost

 

$

 

Interest cost

 

 

6,946

 

Expected return on plan assets, net

 

 

(4,022

)

Curtailment loss

 

 

231

 

Settlement income (reclassified from accumulated other comprehensive loss)(a)

 

 

(154

)

​  

​  

Net periodic benefit cost

 

$

3,001

 

​  

​  

​  

​  


 

 

 

(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 the period June 21, 2016 through December 31, 2016, 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 sheet 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:

                                                                                                                                                                                    

 

 

Net Periodic
Benefit Cost

 

Benefit Obligations

 

 

 

June 21, 2016 to
December 31, 2016

 

December 31, 2016

 

Discount rate(a)

 

 

3.53

%

 

3.81

%

Rate of increase in future compensation levels

 

 

%

 

%

Expected rate of return on plan assets (Pension Plan only)

 

 

3.97

%

 

N/A

 


 

 

 

(a)          

The discount rate of 3.53% for the period June 21, 2016 through December 31, 2016, 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 and risk 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 return was chosen as a best estimate and was 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.

Pension Plan Assets and Investment Policy

        The weighted average asset allocations of the Pension Plan at December 31, 2016 is as follows:

                                                                                                                                                                                    

 

 

Plan Assets

 

Asset Class:

 

 

 

 

Mutual funds

 

 

43

%

Fixed income securities

 

 

55

 

Cash equivalents and other

 

 

2

 

​  

​  

 

 

 

100

%

​  

​  

​  

​  

        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 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 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. Consequently, an increase in interest rates may cause a decrease to the overall liability of the Pension Plan thus creating a hedge against rising interest rates. 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, 2016 by asset class are as follows:

                                                                                                                                                                                    

Asset Class

 

Level I

 

Level II

 

Level III

 

Total

 

Mutual funds

 

$

121,356

 

$

 

$

 

$

121,356

 

Fixed income securities held in a portfolio:

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign issued corporate debt

 

 

 

 

13,583

 

 

 

 

13,583

 

U.S. corporate debt

 

 

 

 

48,046

 

 

 

 

48,046

 

Government debt

 

 

 

 

4,810

 

 

 

 

4,810

 

U.S. Treasury securities

 

 

 

 

77,285

 

 

 

 

77,285

 

Asset-backed securities

 

 

 

 

14,065

 

 

 

 

14,065

 

Other

 

 

 

 

247

 

 

 

 

247

 

Cash equivalents(a)

 

 

2,593

 

 

3,089

 

 

 

 

5,682

 

​  

​  

​  

​  

​  

​  

​  

​  

Total(b)

 

$

123,949

 

$

161,125

 

$

 

$

285,074

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


 

 

 

(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 cash and net payables relating to the purchase of securities that were not settled as of December 31, 2016.

        The fair values of mutual funds and cash equivalents were derived from quoted market prices that the Pension Plan administrator has the ability to access.

        The fair values of corporate and government debt, treasury securities and asset-back securities were derived from bids received from a vendor or broker not available in an active market that the Pension Plan administrator has the ability to access.

Benefit Payments and Contributions for Defined Benefit Plans

        The following benefit payments are expected to be paid:

                                                                                                                                                                                    

2017

 

$

45,899

 

2018

 

 

28,812

 

2019

 

 

27,565

 

2020

 

 

28,399

 

2021

 

 

25,692

 

2022 - 2026

 

 

120,664

 

        The Company currently expects to contribute approximately $12,700 to the Pension Plan in 2017.

Defined Contribution Plans

        The Company maintains the Cablevision 401(k) Savings Plan, a contributory qualified defined contribution plan for the benefit of non-union employees of Cablevision. Participants 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. 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 Company also maintains a 401(k) plan for employees of Cequel. Cequel employees that qualify for participation can contribute a percentage of eligible annual compensation and the Company will make a matching cash contribution, as defined in the plan.

        The cost associated with these plans (including the enhanced employer matching and discretionary contributions) was $28,501 for the year ended December 31, 2016.

EQUITY AND LONG-TERM INCENTIVE PLANS
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
EQUITY AND LONG-TERM INCENTIVE PLANS
SHARE BASED COMPENSATION
Certain employees of the Company and its affiliates received awards of units in a carry unit plan of Neptune Management LP, an entity which has an ownership interest in the Company. The awards generally vest as follows: 50% on the second anniversary of June 21, 2016 for Cablevision employees or December 21, 2015 for Cequel employees ("Base Date"), 25% on the third anniversary of the Base Date, and 25% on the fourth anniversary of the Base Date.  Neptune Holding US GP LLC, the general partner of Neptune Management LP, has the right to repurchase (or to assign to an affiliate, including the Company, the right to repurchase) vested awards held by employees for sixty days following their termination.  For performance-based awards under the plan, vesting occurs upon achievement or satisfaction of a specified performance condition. The Company considered the probability of achieving the established performance targets in determining the share-based compensation with respect to these awards at the end of each reporting period. The carry unit plan has 259,442,785 units authorized for issuance, of which 215,295,834 have been issued to employees of the Company and 11,300,000 have been issued to employees of Altice N.V. and affiliated companies as of September 30, 2017.
Beginning on the fourth anniversary of the Base Date, the holders of carry units have an annual opportunity (a sixty day period determined by the administrator of the plan) to sell their units back to Neptune Holding US GP LLC (or affiliate, including the Company, designated by Neptune Holding US GP LLC). Accordingly, the carry units are presented as temporary equity on the consolidated balance sheets at fair value. Adjustments to fair value at each reporting period are recorded in paid-in capital.
The right of Neptune Holding US GP LLC to assign to an affiliate, including the Company, the right to repurchase an employee’s vested units during the sixty-day period following termination, or to satisfy its obligation to repurchase an employee’s vested units during annual 60 day periods following the fourth anniversary of the Base Date, may be exercised by Neptune Holding US GP LLC in its discretion at the time a repurchase right or obligation arises. The carry unit plan requires the purchase price payable to the employee or former employee, as the case may be, to be paid in cash, a promissory note (with a term of not more than 3 years and bearing interest at the long-term applicable federal rate under Section 1274(d) of the Internal Revenue Code) or combination thereof, in each case as determined by Neptune Holding US GP LLC in its discretion at the time of the repurchase. Neptune Holding US GP LLC expects that vested units will be redeemed for shares of the Company's Class A common stock upon vesting.
The Company measures the cost of employee services received in exchange for carry units based on the fair value of the award at grant date. For carry unit awards granted in 2016, an option pricing model was used which requires subjective assumptions for which changes in these assumptions could materially affect the fair value of the carry units outstanding. The time to liquidity event assumption was based on management’s judgment. The equity volatility assumption was estimated using the historical weekly volatility of publicly traded comparable companies. The risk-free rate assumed was based on the U.S. Constant Maturity Treasury Rates for a period matching the expected time to liquidity event. The discount for lack of marketability was based on Finnerty's (2012) average-strike put option model.
For carry unit awards granted in the first and second quarter of 2017, the Company estimated the grant date fair value based on the value established in the Company's IPO.
The following table summarizes activity relating to carry units:
 
Number of Time
Vesting Awards
 
Number of Performance
Based Vesting Awards
 
Weighted Average Grant Date Fair Value
Balance, December 31, 2016
192,800,000

 
10,000,000

 
$
0.37

Granted
28,025,000

 

 
3.14

Forfeited
(4,229,166
)
 

 
0.37

Balance, September 30, 2017
216,595,834

 
10,000,000

 
0.71

Awards vested at September 30, 2017

 

 
 

The weighted average fair value per unit was $1.76 and $3.49 as of December 31, 2016 and September 30, 2017, respectively. For the three and nine months ended September 30, 2017, the Company recognized an expense of $15,005 and $40,932 related to the push down of share-based compensation related to the carry unit plan of which approximately $14,448 and $39,150 related to units granted to employees of the Company and $557 and $1,782 related to employees of Altice N.V. and affiliated companies allocated to the Company.
EQUITY AND LONG-TERM INCENTIVE PLANS

EQUITY AND LONG-TERM INCENTIVE PLANS

Equity Plans

        In July 2016, certain employees of the Company and its affiliates received awards of units in a carry unit plan of Neptune Management LP, an entity which has an ownership interest in the Company. The awards generally will vest as follows: 50% on the second anniversary of June 21, 2016 for Cablevision employees or December 21, 2015 for Cequel employees ("Base Date"), 25% on the third anniversary of the Base Date, and 25% on the fourth anniversary of the Base Date. Neptune Holding US GP LLC, the general partner of Neptune Management LP, has the right to repurchase (or to assign to an affiliate, including the Company, the right to repurchase) vested awards held by employees for sixty days following their termination. For the performance-based awards, vesting occurs upon achievement or satisfaction of a specified performance condition. The Company considered the probability of achieving the established performance targets in determining the equity-based compensation with respect to these awards at the end of each reporting period. The carried unit plan has 259,442,785 units authorized for issuance, of which 147,700,000 have been issued to employees of the Company and 55,100,000 have been issued to employees of Altice N.V. and affiliated companies.

        The Company measures the cost of employee services received in exchange for carry units based on the fair value of the award at grant date. An option pricing model was used which requires subjective assumptions for which changes in these assumptions could materially affect the fair value of the carry units outstanding. The time to liquidity event assumption was based on management's judgment. The equity volatility assumption of 60% was estimated using the historical weekly volatility of publicly traded comparable companies. The risk-free rate of 0.74% assumed in valuing the units was based on the U.S. Constant Maturity Treasury Rates for a period matching the expected time to liquidity event. The discount for lack of marketability of 20% was based on Finnerty's (2012) average-strike put option model. The weighted average grant date fair value of the outstanding units is $0.37 per unit and the fair value was $1.76 per unit as of December 31, 2016. For the year ended December 31, 2016, the Company recognized an expense of $14,368 related to the push down of share-based compensation related to the carry unit plan of which approximately $9,849 related to units granted to employees of the Company and $4,519 related to employees of Altice N.V. and affiliated companies allocated to the Company.

        Beginning on the fourth anniversary of the Base Date, the holders of carry units have an annual opportunity (a sixty day period determined by the administrator of the plan) to sell their units back to Neptune Holding US GP LLC (or affiliate, including the Company, designated by Neptune Holding US GP). Accordingly, the carried units are presented as temporary equity on the consolidated balance sheet at fair value. Adjustments to fair value at each reporting period are recorded in paid in capital.

        The right of Neptune Holding US GP LLC to assign to an affiliate, including the Company, the right to repurchase an employee's vested units during the sixty-day period following termination, or to satisfy its obligation to repurchase an employee's vested units during annual sixty-day periods following the fourth anniversary of the Base Date, may be exercised by Neptune Holding US GP LLC in its discretion at the time a repurchase right or obligation arises. The carry unit plan requires the purchase price payable to the employee or former employee, as the case may be, to be paid in cash, a promissory note (with a term of not more than 3 years and bearing interest at the long-term applicable federal rate under Section 1274(d) of the Internal Revenue Code) or combination thereof, in each case as determined by Neptune Holding US GP LLC in its discretion at the time of the repurchase. Neptune Holding US GP LLC expects that vested units will be redeemed for shares of Class A common stock upon vesting.

COMMITMENTS AND CONTINGENCIES
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES
Legal Matters
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 Cablevision, and as a result, those stations and networks were unavailable on Cablevision's cable television systems. On October 30, 2010, Cablevision and Fox reached an agreement on new affiliation agreements for these stations and networks, and carriage was restored. Several purported class action lawsuits alleging breach of contract, unjust enrichment, and consumer fraud and seeking unspecified compensatory damages, punitive damages and attorneys' fees were subsequently filed on behalf of Cablevision'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. On March 28, 2012, in ruling on Cablevision's motion to dismiss, the Court dismissed all of plaintiffs’ claims, except for breach of contract.  On March 30, 2014, the Court granted plaintiffs’ motion for class certification. The parties have entered into a settlement agreement, which is subject to Court approval. As of December 31, 2016, the Company had an estimated liability associated with a potential settlement totaling $5,200. During the nine months ended September 30, 2017, the Company recorded an additional liability of $800. The amount ultimately paid in connection with the proposed settlement could exceed the amount recorded.
In October 2015, the New York Attorney General began an investigation into whether the major Internet Service Providers in New York State deliver advertised Internet speeds. The Company is cooperating with this investigation and is currently in discussions with the New York Attorney General about resolving the investigation as to the Company, which resolution may involve operational and or financial components. While the Company is unable to predict the outcome of the investigation or these discussions, at this time it does not expect that the outcome will have a material adverse effect on its operations, financial conditions or cash flows.
The Company receives notices from third parties and, in some cases, 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 matters or reasonably estimate a range of possible loss.
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.
COMMITMENTS AND CONTINGENCIES

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, 2016 are as follows:

                                                                                                                                                                                    

 

 

Payments Due by Period

 

 

 

Total

 

Year 1

 

Years 2 - 3

 

Years 4 - 5

 

More than
5 years

 

Off balance sheet arrangements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase obligations(a)

 

$

7,136,605

 

$

2,396,634

 

$

3,307,915

 

$

1,394,318

 

$

37,738

 

Guarantees(b)

 

 

19,793

 

 

3,909

 

 

15,884

 

 

 

 

 

Letters of credit(c)

 

 

114,251

 

 

220

 

 

14,297

 

 

99,734

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

$

7,270,649

 

$

2,400,763

 

$

3,338,096

 

$

1,494,052

 

$

37,738

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


 

 

 

(a)          

Purchase obligations primarily include contractual commitments with various programming vendors to provide video services to customers 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 2016 multiplied by the per subscriber rates or the stated annual fee, as applicable, contained in the executed agreements in effect as of December 31, 2016.

(b)          

Includes franchise and performance surety bonds primarily for the Company's cable television systems.

(c)          

Represent letters of credit guaranteeing performance to municipalities and public utilities and payment of insurance premiums. Payments due by period for these arrangements represent the year in which the commitment expires although payments under these arrangements are required only in the event of nonperformance.

        The table above does not include obligations for payments required to be made under multi-year franchise agreements based on a percentage of revenues generated from video service per year.

        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.

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. On December 7, 2015, the parties entered into a settlement agreement, which is subject to approval by the Court. On December 11, 2015, plaintiffs filed a motion for preliminary approval of the settlement, conditional certification of the settlement class, and approval of a class notice distribution plan. On March 10, 2016 the Court granted preliminary approval of the settlement and approved the class notice distribution plan. Class notice distribution and the claims submission process have now concluded. The Court granted final approval of the settlement on September 12, 2016, and the effective date of the settlement was October 24, 2016. The Company recorded an expense of $15,600 in connection with settlement. As of December 31, 2016, the Company has an estimated liability associated with the settlement of $6,100 representing the cost of benefits to class members that are reasonably expected to be provided and has paid out $9,500 in attorneys' fees.

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 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 expired on February 27, 2015. Expert discovery commenced on May 5, 2014, and concluded on December 8 and 28, 2015, when the Court ruled on the pending expert discovery motions. On January 26, 2016, the Court approved a schedule for filing of summary judgment motions. Plaintiffs filed a motion for summary judgment on March 31, 2016. The Company filed its own summary judgment motion on June 13, 2016. The parties are actively engaged in settlement discussions although financial terms have not yet been finalized. The motions for summary judgment have been denied with leave to re-file in the event the discussions between the parties are not successful. In the period ended June 21, 2016 to December 31, 2016, the Company recorded an estimated liability associated with a potential settlement totaling $5,200. The amount ultimately paid in connection with a possible settlement could exceed the amount recorded.

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.

        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.

ALLOWANCE FOR DOUBTFUL ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS

ALLOWANCE FOR DOUBTFUL ACCOUNTS

        Activity related to the allowance for doubtful accounts for the year ended December 31, 2016:

                                                                                                                                                                                                                             

 

 

Balance at
Beginning
of Period

 

Provision for
Bad Debt

 

Deductions/
Write-Offs
and Other
Charges

 

Balance
at End
of Period

 

Allowance for doubtful accounts

 

$

1,051

 

$

53,249

 

$

(42,623

)

$

11,677

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

SEGMENT INFORMATION
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
SEGMENT INFORMATION
SEGMENT INFORMATION
The Company classifies its operations into two reportable segments: Cablevision and Cequel. 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 EBITDA, a non-GAAP measure.  The Company defines Adjusted EBITDA as net income (loss) excluding income taxes, income (loss) from discontinued operations, non-operating other income or expenses, loss on extinguishment of debt and write-off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on investments, interest expense (including cash interest expense), interest income, depreciation and amortization (including impairments), share-based compensation expense or benefit, restructuring expense or credits and transaction expenses.  The Company has presented the components that reconcile Adjusted EBITDA to operating income, an accepted GAAP measure:
 
Three Months Ended September 30, 2017
 
Three Months Ended September 30, 2016
 
Cablevision
 
Cequel
 
Total
 
Cablevision (a)
 
Cequel
 
Total
Operating income (loss)
$
11,185

 
$
123,679

 
$
134,864

 
$
39,947

 
$
102,832

 
$
142,779

Share-based compensation
11,555

 
3,450

 
15,005

 
1,091

 
579

 
1,670

Restructuring and other expense
35,364

 
18,084

 
53,448

 
45,176

 
2,640

 
47,816

Depreciation and amortization (including impairments)
656,102

 
167,163

 
823,265

 
481,497

 
189,432

 
670,929

Adjusted EBITDA
$
714,206

 
$
312,376

 
$
1,026,582

 
$
567,711

 
$
295,483

 
$
863,194

 
Nine months ended September 30, 2017
 
Nine months ended September 30, 2016
 
Cablevision
 
Cequel
 
Total
 
Cablevision (a)
 
Cequel
 
Total
Operating income (loss)
$
244,667

 
$
395,213

 
$
639,880

 
$
(32,133
)
 
$
274,575

 
$
242,442

Share-based compensation
28,597

 
12,335

 
40,932

 
1,091

 
579

 
1,670

Restructuring and other expense
105,182

 
37,583

 
142,765

 
143,891

 
11,195

 
155,086

Depreciation and amortization (including impairments)
1,641,477

 
497,299

 
2,138,776

 
526,057

 
559,872

 
1,085,929

Adjusted EBITDA
$
2,019,923

 
$
942,430

 
$
2,962,353

 
$
638,906

 
$
846,221

 
$
1,485,127

 
(a) Reflects operating results of Cablevision from the date of acquisition.
A reconciliation of reportable segment amounts to the Company's consolidated balances are as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Operating income for reportable segments
$
134,864

 
$
142,779

 
$
639,880

 
$
242,442

Items excluded from operating income:

 

 
 
 
 
Interest expense
(379,064
)
 
(446,242
)
 
(1,232,730
)
 
(1,015,866
)
Interest income
961

 
404

 
1,373

 
12,787

Gain (loss) on investments, net
(18,900
)
 
24,833

 
169,888

 
83,467

Gain (loss) on derivative contracts, net
(16,763
)
 
773

 
(154,270
)
 
(26,572
)
Gain (loss) on interest rate swap contracts
1,051

 
(15,861
)
 
12,539

 
24,380

Loss on extinguishment of debt and write-off of deferred financing costs
(38,858
)
 

 
(600,240
)
 
(19,948
)
Other income (expense), net
(65
)
 
2,531

 
832

 
2,548

Loss before income taxes
$
(316,774
)
 
$
(290,783
)
 
$
(1,162,728
)
 
$
(696,762
)

The following tables present the composition of revenue by segment for the three and nine months ended September 30, 2017 and 2016:
 
Three Months Ended September 30, 2017
 
Three Months Ended September 30, 2016
 
Cablevision
 
Cequel
 
Eliminations
 
Total
 
Cablevision (a)
 
Cequel
 
Total
Residential:
 
 
 
 
 
 
 
 
 
 
 
 
 
Pay TV
$
782,214

 
$
272,178

 
$

 
$
1,054,392

 
$
772,886

 
$
279,109

 
$
1,051,995

Broadband
404,153

 
241,941

 

 
646,094

 
366,166

 
212,439

 
578,605

Telephony
172,904

 
31,849

 

 
204,753

 
178,000

 
38,186

 
216,186

Business services and wholesale
230,274

 
94,486

 

 
324,760

 
220,352

 
89,014

 
309,366

Advertising
67,563

 
17,456

 
(480
)
 
84,539

 
67,815

 
20,944

 
88,759

Other
7,211

 
5,426

 

 
12,637

 
9,480

 
5,830

 
15,310

Total Revenue
$
1,664,319

 
$
663,336

 
$
(480
)
 
$
2,327,175

 
$
1,614,699

 
$
645,522

 
$
2,260,221

 
Nine Months Ended September 30, 2017
 
Nine Months Ended September 30, 2016
 
Cablevision (a)
 
Cequel
 
Eliminations
 
Total
 
Cablevision (a)
 
Cequel
 
Total
Residential:
 
 
 
 
 
 
 
 
 
 
 
 
 
Pay TV
$
2,356,230

 
$
829,380

 
$

 
$
3,185,610

 
$
859,932

 
$
840,354

 
$
1,700,286

Broadband
1,177,731

 
709,548

 

 
1,887,279

 
406,057

 
613,012

 
1,019,069

Telephony
524,696

 
99,381

 

 
624,077

 
198,282

 
116,855

 
315,137

Business services and wholesale
690,168

 
278,123

 

 
968,291

 
244,685

 
260,278

 
504,963

Advertising
203,351

 
54,384

 
(480
)
 
257,255

 
75,458

 
63,476

 
138,934

Other
21,366

 
17,314

 

 
38,680

 
14,145

 
18,777

 
32,922

Total Revenue
$
4,973,542

 
$
1,988,130

 
$
(480
)
 
$
6,961,192

 
$
1,798,559

 
$
1,912,752

 
$
3,711,311

 
(a) Reflects revenue from the Cablevision Acquisition Date.
Capital expenditures (cash basis) by reportable segment are presented below:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Cablevision
$
228,594

 
$
150,815

 
$
550,231

 
$
150,965

Cequel
75,042

 
97,341

 
213,067

 
226,761

 
$
303,636

 
$
248,156

 
$
763,298

 
$
377,726


All revenues and assets of the Company's reportable segments are attributed to or located in the United States.
Total assets by segment are not provided as such amounts are not regularly reviewed by the chief operating decision maker for purposes of decision making regarding resource allocations.
SEGMENT INFORMATION

SEGMENT INFORMATION

        The Company classifies its operations into two reportable segments: Cablevision and Cequel. 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 EBITDA, a non-GAAP measure. The Company defines Adjusted EBITDA as net income (loss) excluding income taxes, income (loss) from discontinued operations, non-operating other income or expenses, loss on extinguishment of debt and write-off of deferred financing costs, gain (loss) on equity derivative contracts, gain (loss) on investments, interest expense (including cash interest expense), interest income, depreciation and amortization (including impairments), share-based compensation expense or benefit, restructuring expense or credits and transaction expenses. The Company has presented the components that reconcile Adjusted EBITDA to operating income, an accepted GAAP measure for the year ended December 31, 2016.

                                                                                                                                                                                    

 

 

Cablevision

 

Cequel

 

Total

 

Operating income

 

$

74,865

 

$

384,801

 

$

459,666

 

Share-based compensation

 

 

9,164

 

 

5,204

 

 

14,368

 

Restructuring and other expense

 

 

212,150

 

 

28,245

 

 

240,395

 

Depreciation and amortization (including impairments)

 

 

963,665

 

 

736,641

 

 

1,700,306

 

​  

​  

​  

​  

​  

​  

Adjusted EBITDA

 

$

1,259,844

 

$

1,154,891

 

$

2,414,735

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        A reconciliation of reportable segment amounts to the Company's consolidated balances for the year ended December 31, 2016 is as follows:

                                                                                                                                                                                    

Operating income for reportable segments

 

$

459,666

 

Items excluded from operating income:

 

 

 

 

Interest expense

 

 

(1,456,541

)

Interest income

 

 

13,811

 

Gain on investments, net

 

 

141,896

 

Loss on equity derivative contracts, net

 

 

(53,696

)

Loss on interest rate swap contracts

 

 

(72,961

)

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

 

 

(127,649

)

Other income, net

 

 

4,329

 

​  

​  

Loss before income taxes

 

$

(1,091,145

)

​  

​  

​  

​  

        The following table presents the composition of revenue by segment for the year ended December 31, 2016:

                                                                                                                                                                                    

 

 

Cablevision

 

Cequel

 

Total

 

Revenue:

 

 

 

 

 

 

 

 

 

 

Residential:

 

 

 

 

 

 

 

 

 

 

Video

 

$

1,638,691

 

$

1,120,525

 

$

2,759,216

 

High-speed data

 

 

782,615

 

 

834,414

 

 

1,617,029

 

Voice

 

 

376,034

 

 

153,939

 

 

529,973

 

Business Services

 

 

468,632

 

 

350,909

 

 

819,541

 

Advertising

 

 

157,331

 

 

88,371

 

 

245,702

 

Other

 

 

20,749

 

 

25,002

 

 

45,751

 

​  

​  

​  

​  

​  

​  

Total Revenue

 

$

3,444,052

 

$

2,573,160

 

$

6,017,212

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        Capital expenditures for the year ended December 31, 2016 by reportable segment are presented below:

                                                                                                                                                                                    

Cablevision

 

$

298,357

 

Cequel

 

 

327,184

 

​  

​  

 

 

$

625,541

 

​  

​  

​  

​  

        All revenues and assets of the Company's reportable segments are attributed to or located in the United States.

        Total assets by segment are not provided as such amounts are not regularly reviewed by the chief operating decision maker for purposes of decision making regarding resource allocations.

UNAUDITED PRO FORMA NET LOSS PER SHARE
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
UNAUDITED PRO FORMA NET LOSS PER SHARE
NET LOSS PER SHARE ATTRIBUTABLE TO STOCKHOLDERS
Basic and diluted net loss per common share attributable to Altice USA stockholders is computed by dividing net loss attributable to Altice USA stockholders by the weighted average number of common shares outstanding during the period.  Diluted net loss per common share attributable to Altice USA stockholders excludes the effects of common stock equivalents as they are anti-dilutive. The basic weighted average number of shares used to compute basic and diluted net loss per share reflect the retroactive impact of the organizational transactions, discussed in Note 1, that occurred prior to the Company's IPO and the shares of common stock issued pursuant to the Company's IPO.
UNAUDITED PRO FORMA NET LOSS PER SHARE

UNAUDITED PRO FORMA NET LOSS PER SHARE

        The pro forma net loss per share data for the year ended December 31, 2016 is based on our historical statement of operations after giving effect to the issuance and sale of the shares of common stock in connection with the Company's initial offering of equity securities to the public ("IPO"), as well as the common stock to be issued in the organizational transactions discussed below, as if they occurred at the beginning of the period.

                                                                                                                                                                                    

 

 

Year Ended
December 31,

 

 

 

Basic and Diluted

 

 

 

(Unaudited)

 

Numerator:

 

 

 

 

Net loss attributable to Altice USA, Inc. stockholders

 

$

(832,030

)

Denominator:

 

 

 

 

Weighted average shares of common stock outstanding—basic and diluted (in thousands)

 

 

0.1

 

Pro forma adjustment to reflect the issuance of common stock (in thousands)

 

 

737,069

 

Weighted average shares of common stock outstanding used in computing the pro forma net income per share—basic and diluted (in thousands)

 

 

737,069

 

​  

​  

​  

​  

Pro forma net loss per share—basic and diluted

 

$

(1.13

)

​  

​  

​  

​  

        The following organizational transactions will be consummated in connection with the Company's IPO:

 

 

 

           

•          

the Company will amend and restate its certificate of incorporation to, among other things, provide for Class A common stock, Class B common stock and Class C common stock;

           

•          

the Co-Investors and an entity controlled by Mr. Drahi will exchange their indirect ownership interest in the Company for shares of the Company's common stock;

           

•          

Neptune Management LP ("Management LP") will redeem its Class B units for shares of the Company's common stock that it receives from the redemption of its Class B units in Neptune Holding US LP;

           

•          

the Company will convert $525,000 aggregate principal amount of notes issued by the Company to the Co-Investors (together with accrued and unpaid interest and applicable premium) into shares of the Company's common stock at the initial public offering price;

           

•          

$1,225 million aggregate principal amount of notes issued by the Company to a subsidiary of Altice N.V. (together with accrued and unpaid interest and applicable premium) will be transferred to CVC 3 and then the Company will convert such notes into shares of the Company's common stock at the initial public offering price;

           

•          

the Co-Investors, Neptune Holding US LP, an entity controlled by the family of Mr. Drahi and former Class B unitholders of Management LP (including an entity controlled by Mr. Drahi) will exchange shares of the Company's common stock for new shares of the Company's Class A common stock; and

           

•          

CVC 3 B.V., an indirect subsidiary of Altice N.V., and an entity controlled by the family of Mr. Drahi will exchange shares of the Company's common stock for new shares of the Company's Class B common stock.

SUBSEQUENT EVENTS
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
SUBSEQUENT EVENTS

SUBSEQUENT EVENT

        On October 31, 2017, CSC Holdings made a voluntary repayment under its revolving credit facility of $500,000.

 

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

        In January 2017, CSC Holdings borrowed $225,000 under its revolving credit facility and in February 2017, made a repayment of $175,000 with cash on hand.

        On March 15, 2017, CSC Holdings priced $3,000,000 of 8.25-year senior secured term loans with institutional investors. The new senior secured term loans will bear interest at 2.25% over LIBO rate. The closing of the new financing is subject to closing conditions and the proceeds will be used to refinance the entire $2,500,000 principal amount of loans under CSC Holdings Term Credit Facility that matures in October 2024 and redeem $500,000 of the 8.625% Senior Notes due September 2017 issued by Cablevision.

        On March 15, 2017, Altice US Finance I Corporation priced $1,265,000 of 8.25-year senior secured term loans with institutional investors. The new senior secured term loans will bear interest at 2.25% over LIBO rate. The closing of the new financing is subject to closing conditions and the proceeds will be used to refinance the $815,000 principal amount of loans under the term loan facility that matures in January 2025 and redeem $450,000 of the 2020 Notes.

        In April 2017, the Company made a cash distribution of $169,950 to the Company's stockholders.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
Accounting Policies [Abstract]
 
 
Principles of Consolidation
 
Use of Estimates in Preparation of Financial Statements
 
Revenue Recognition
 
Multiple-Element Transactions
 
Gross Versus Net Revenue Recognition
Technical and Operating Expenses
 
Programming Costs
 
Advertising Expenses
 
Share-Based Compensation
 
Income Taxes
 
Cash and Cash Equivalents
 
Accounts Receivable
 
Investments
 
Long-Lived Assets
 
Amortizable Intangible Assets
 
Impairment of Long-Lived Assets and Amortizable Intangible Assets
 
Goodwill and Indefinite-Lived Intangible Assets
 
Deferred Financing Costs
 
Derivative Financial Instruments
 
Commitments and Contingencies
 
Recently Adopted Accounting Pronouncements and Recently Issued But Not Yet Adopted Accounting Pronouncements
Common Stock
 
Net Loss Per Share
 
Concentrations of Credit Risk
 

Principles of Consolidation

        The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

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.

Revenue Recognition

        The Company recognizes video, high-speed data, and voice services revenues as the services are provided to customers. Revenue received from customers who purchase bundled services at a discounted rate is allocated to each product in a pro-rata manner based on the individual product's selling price (generally, the price at which the product is regularly sold on a standalone basis). 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.

        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 transactions.

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 programming and other direct costs and amounts received from the customer are recorded as revenue.

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 programming and other direct costs and amounts received from the customer are recorded as revenue. For the year ended December 31, 2016, the amount of franchise fees and certain other taxes and fees included as a component of revenue aggregated $154,732.

Technical and Operating Expenses

        Costs of revenue related to sales of services are classified as "programming and other direct costs" in the accompanying consolidated statement of operations.

Programming Costs

        Programming expenses related to the Company's video service 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. If there are 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, the Company continues to carry and pay for these services until execution of definitive replacement agreements or renewals. The amount of programming expense 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 "programming and other direct costs", generally over the term of the distribution agreement.

Advertising Expenses

        Advertising costs are charged to expense when incurred and are reflected in "other operating expenses" in the accompanying consolidated statement of operations. Advertising costs amounted to $135,513 for the year ended December 31, 2016.

Share-Based Compensation

        Share-based compensation cost relates to awards of units in a carried unit plan. For carried interest units, the Company measures share-based compensation cost at the grant date fair value and recognizes the expense over the requisite service period or when it is probable any related performance condition will be met. For carried interest units with graded vesting requirement, compensation cost is recognized on an accelerated method under the graded vesting method over the requisite service period for the carried interest unit. Carried interest units that vest entirely at the end of the vesting requirement are expensed on a straight-line basis.

        The Company estimates the fair value of carried interest units using an option pricing model. Key inputs that are used in applying the option pricing method are total equity value, equity volatility, risk free rate and time to liquidity event. The estimate of total equity value is determined using a combination of the income approach, which incorporates cash flow projections that are discounted at an appropriate rate, and the market approach, which involves applying a market multiple to the Company's projected operating results. The Company estimates volatility based on the historical equity volatility of comparable publicly-traded companies. Because there has been no public market for our equity prior to this offering, the estimates and assumptions the Company uses in the share-based compensation valuations are highly complex and subjective. Following the offering, such subjective valuations and estimates will no longer be necessary because we will rely on the market price of the Company's common stock to determine the fair value of share-based compensation awards. See Note 14 to the consolidated financial statements for additional information about our share-based compensation.

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.

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.

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 equipment 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 operations.

        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 (including impairments).

        Customer relationships, trade names 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 the reporting unit with its carrying amount, including goodwill utilizing an enterprise-value based premise approach. If the carrying amount of the 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

        Deferred financing costs are being amortized to interest expense using the effective interest method over the terms 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 as hedges, and changes in the fair values of these derivatives are recognized in the statement of operations 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 March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which provides simplification of income tax accounting for share-based payment awards. The new guidance became effective for the Company on January 1, 2017. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value will be applied using the modified retrospective transition method. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term were applied prospectively. The Company elected to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using the prospective transition method. In connection with the adoption on January 1, 2017, a deferred tax asset of approximately $308,231 for previously unrealized excess tax benefits was recognized with the offset recorded to accumulated deficit.
Recently Issued But Not Yet Adopted Accounting Pronouncements
In May 2017, the FASB issued ASU No. 2017‑09, Compensation- Stock Compensation (Topic 718). ASU No. 2017‑09 provides clarity and guidance on which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU No. 2017‑09 becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied prospectively.
In March 2017, the FASB issued ASU No. 2017‑07 Compensation-Retirement Benefits (Topic 715). ASU No. 2017‑07 requires that an employer disaggregate the service cost component from the other components of net benefit cost. It also provides guidance on how to present the service cost component and the other components of net benefit cost in the income statement and what component of net benefit cost is eligible for capitalization. ASU No. 2017‑07 becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied retrospectively. The Company has not yet completed the evaluation of the effect that ASU No. 2017‑07 will have on its consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017‑04, Intangibles-Goodwill and Other (Topic 350). ASU No. 2017‑04 simplifies the subsequent measurement of goodwill by removing the second step of the two‑step impairment test. The amendment requires an entity to perform its annual, or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU No. 2017‑04 becomes effective for the Company on January 1, 2020 with early adoption permitted and will be applied prospectively.
In January 2017, the FASB issued ASU No. 2017‑01, Business Combinations (Topic 805), Clarifying the Definition of a Business, which amends Topic 805 to interpret the definition of a business by adding guidance to assist in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied prospectively.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. ASU No. 2016-15 also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The new guidance becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied retrospectively. The Company has not yet completed the evaluation of the effect that ASU No. 2016-15 will have on its consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases, which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance becomes effective for the Company on January 1, 2019 with early adoption permitted and will be applied using the modified retrospective method. The Company has not yet completed the evaluation of the effect that ASU No. 2016-02 will have on its consolidated financial statements.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities.  ASU No. 2016-01 modifies how entities measure certain equity investments and also modifies the recognition of changes in the fair value of financial liabilities measured under the fair value option. Entities will be required to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. For financial liabilities measured using the fair value option, entities will be required to record changes in fair value caused by a change in instrument-specific credit risk (own credit risk) separately in other comprehensive income. ASU No. 2016-01 becomes effective for the Company on January 1, 2018.  The Company has not yet completed the evaluation of the effect that ASU No. 2016-01 will have on its consolidated financial statements.
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. In August 2015, the FASB issued ASU No. 2015-14 that approved deferring the effective date by one year so that ASU No. 2014-09 would become effective for the Company on January 1, 2018. The FASB also approved, in July 2015, permitting the early adoption of ASU No. 2014-09, but not before the original effective date for the Company of January 1, 2017.
In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, in order to clarify the Codification and to correct any unintended application of the guidance. These items are not expected to have a significant effect on the current accounting standard. The amendments in this update affect the guidance in ASU No. 2014-09, which is not yet effective. ASU No. 2014-09 will be effective January 1, 2018 for the Company, reflecting the one-year deferral.  Early adoption of the standard is permitted but not before the original effective date. Companies can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact that the adoption of ASU No. 2014-09 will have on its consolidated financial statements and selecting the method of transition to the new standard. The Company currently expects the adoption to impact the timing of the recognition of residential installation revenue and the recognition of commission expenses.

Recently Adopted Accounting Pronouncements

        In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires that the statement of cash flows disclose the change during the period in the total of cash, cash equivalents, restricted cash and restricted cash equivalents. Restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of period total amounts shown on the statement of cash flows. ASU No. 2016-18 provides specific guidance on the presentation of restricted cash in the statement of cash flows. The new guidance was adopted as of December 31, 2016.

        In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-17 (Topic 740), Balance Sheet Classification of Deferred Taxes. This ASU amends existing guidance to require the presentation of deferred tax liabilities and assets as noncurrent within a classified statement of financial position. ASU No. 2015-17 was adopted by the Company in the fourth quarter 2016 and was applied prospectively to all deferred tax liabilities and assets.

        In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Prior to the issuance of the standard, entities were required to retrospectively apply adjustments made to provisional amounts recognized in a business combination. ASU No. 2015-16 was adopted by the Company on January 1, 2016.

        In April 2015, the FASB issued ASU No. 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. ASU No. 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. ASU No. 2015-05 was adopted by the Company on January 1, 2016 and did not have a material impact on the Company's consolidated financial statements.

        In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. In August 2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which clarifies the treatment of debt issuance costs from line-of-credit arrangements after adoption of ASU No. 2015-03. ASU No. 2015-15 clarifies that the Securities and Exchange Commission staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU No. 2015-03 was adopted by the Company on January 1, 2016.

        In August 2014, the FASB issued ASU No. 2014-15, Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern, which requires management to evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern, and to provide certain disclosures when it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. ASU No. 2014-15 was adopted by the Company for the annual period ended December 31, 2016.

        In June 2014, the FASB issued ASU No. 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period. ASU No. 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. Entities may apply the amendments in this ASU either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. ASU No. 2014-12 was adopted by the Company on January 1, 2016 on a prospective basis and did not have any impact on the Company's consolidated financial statements.

Recently Issued But Not Yet Adopted Accounting Pronouncements

        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. In August 2015, the FASB issued ASU No. 2015-14 that approved deferring the effective date by one year so that ASU No. 2014-09 would become effective for the Company on January 1, 2018. The FASB also approved, in July 2015, permitting the early adoption of ASU No. 2014-09, but not before the original effective date for the Company of January 1, 2017.

        In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, in order to clarify the Codification and to correct any unintended application of the guidance. These items are not expected to have a significant effect on the current accounting standard. The amendments in this update affect the guidance in ASU No. 2014-09, which is not yet effective. ASU No. 2014-09 will be effective, reflecting the one-year deferral, for interim and annual periods beginning after December 15, 2017 (January 1, 2018 for the Company). Early adoption of the standard is permitted but not before the original effective date. Companies can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact that the adoption of ASU No. 2014-09 will have on its consolidated financial statements and selecting the method of transition to the new standard. We currently expect the adoption to impact the timing of the recognition of residential installation revenue and the recognition of commission expenses.

        In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. ASU No. 2016-15 also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The new guidance becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied retrospectively. The Company has not yet completed the evaluation of the effect that ASU No. 2016-15 will have on its consolidated financial statements.

        In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which provides simplification of income tax accounting for share-based payment awards. The new guidance becomes effective for the Company on January 1, 2017 with early adoption permitted. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value will be applied using the modified retrospective transition method. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term will be applied prospectively. The Company may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. In connection with the adoption on January 1, 2017, a deferred tax asset of approximately $309,000 for previously unrealized excess tax benefits will be recognized with the offset recorded to accumulated deficit.

        In February 2016, the FASB issued ASU 2016-02, Leases, which increases transparency and comparability by recognizing a lessee's rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance becomes effective for the Company on January 1, 2019 with early adoption permitted and will be applied using the modified retrospective method. The Company has not yet completed the evaluation of the effect that ASU No. 2016-02 will have on its consolidated financial statements.

        In March 2017, the FASB issued ASU No. 2017-07 Compensation—Retirement Benefits (Topic 715). ASU No. 2017-07 requires that an employer disaggregate the service cost component from the other components of net benefit cost. It also provides guidance on how to present the service cost component and the other components of net benefit cost in the income statement and what component of net benefit cost is eligible for capitalization. ASU No. 2017-07 becomes effective for the Company on January 1, 2018 with early adoption permitted and will be applied retrospectively. The Company has not yet completed the evaluation of the effect that ASU No. 2017-07 will have on its consolidated financial statements.

Common Stock

        At December 31, 2016, the Company had 100 shares of common stock with a par value of $.01 issued and outstanding.

Net Loss Per Share

        Basic and diluted net loss per share have been computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share excludes the effects of common stock equivalents as they are anti-dilutive.

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 revenues for the year ended December 31, 2016, or 10% or more of its consolidated net trade receivables at December 31, 2016.

BUSINESS COMBINATION (Tables)
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
The following table provides the allocation of the total purchase price of $9,958,323 to the identifiable tangible and intangible assets and liabilities of Cablevision based on their respective fair values. The remaining useful lives represent the period over which acquired tangible and intangible assets with a finite life are being depreciated or amortized.
 
Fair Values
 
Estimated Useful Lives
 
 
 
 
Current assets
$
1,923,071

 
 
Accounts receivable
271,305

 
 
Property, plant and equipment
4,864,621

 
2-18 years
Goodwill
5,842,172

 
 
Indefinite-lived cable television franchises
8,113,575

 
Indefinite-lived
Customer relationships
4,850,000

 
8 to 18 years
Trade names (a)
1,010,000

 
12 years
Amortizable intangible assets
23,296

 
1-15 years
Other non-current assets
748,998

 
 
Current liabilities
(2,311,201
)
 
 
Long-term debt
(8,355,386
)
 
 
Deferred income taxes.
(6,832,773
)
 
 
Other non-current liabilities
(189,355
)
 
 
Total
$
9,958,323

 
 
 
(a)
See Note 8 for additional information regarding a change in the remaining estimated useful lives of the Company's trade names.

 

                                                                                                                                                                                    

 

 

Cablevision

 

Cequel

 

 

Preliminary
Fair Values

 

Estimated
Useful Lives

 

Fair Values

 

Estimated
Useful Lives

Current assets

 

$

1,923,071

 

 

 

$

161,874

 

 

Accounts receivable

 

 

271,305

 

 

 

 

180,422

 

 

Property, plant and equipment

 

 

4,864,621

 

2 - 18 years

 

 

2,107,220

 

3 - 13 years

Goodwill

 

 

5,838,959

 

 

 

 

2,153,741

 

 

Cable television franchise rights

 

 

8,113,575

 

Indefinite-lived

 

 

4,906,506

 

Indefinite-lived

Customer relationships

 

 

4,850,000

 

8 to 18 years

 

 

1,075,884

 

8 years

Trade names

 

 

1,010,000

 

12 years

 

 

56,782

 

2 years

Amortizable intangible assets

 

 

23,296

 

1 - 15 years

 

 

3,356

 

11 years

Other non-current assets

 

 

748,998

 

 

 

 

73,811

 

 

Current liabilities

 

 

(2,305,954

)

 

 

 

(534,662

)

 

Long-term debt

 

 

(8,355,386

)

 

 

 

(4,717,305

)

 

Deferred income taxes

 

 

(6,834,807

)

 

 

 

(1,492,017

)

 

Other non-current liabilities

 

 

(189,355

)

 

 

 

(2,084

)

 

​  

​  

​  

​  

Total

 

$

9,958,323

 

 

 

$

3,973,528

 

 

​  

​  

​  

​  

​  

​  

​  

​  

 

 
Nine Months Ended September 30, 2016
Revenue
$
6,848,916

Net loss
$
(527,851
)

        The following table presents the unaudited pro forma revenue, loss from continuing operations and net loss for the year ended December 31, 2016 as if the Cablevision Acquisition had occurred on January 1, 2016:

                                                                                                                                                                                    

Revenue

 

$

9,154,816

 

​  

​  

​  

​  

Net loss

 

$

(721,257

)

​  

​  

​  

​  

 

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
Schedule of non-cash investing and financing activities and other supplemental data
The Company's non-cash investing and financing activities and other supplemental data were as follows:
 
Nine Months Ended September 30,
 
2017
 
2016
Non-Cash Investing and Financing Activities:
 
 
 
Continuing Operations:
 
 
 
Conversion of notes payable to affiliates and related parties of $1,750,000 (together with accrued and unpaid interest and applicable premium) to common stock (See Note 9)
$
2,264,252

 
$

Property and equipment accrued but unpaid
84,847

 
83,722

Leasehold improvements paid by landlord
3,998

 

Notes payable to vendor
25,879

 

Supplemental Data:
 
 
 
Cash interest paid
1,481,363

 
931,345

Income taxes paid, net
26,396

 
5,342

 
Schedule of non-cash investing and financing activities and other supplemental data

        During 2016, the Company's non-cash investing and financing activities and other supplemental data were as follows:

                                                                                                                                                                                    

Non-Cash Investing and Financing Activities:

 

 

 

 

Continuing Operations:

 

 

 

 

Property and equipment accrued but unpaid

 

$

155,653

 

Distributions declared but not paid

 

 

79,617

 

Notes payable to vendor

 

 

12,449

 

Deferred financing costs accrued but unpaid

 

 

2,570

 

Supplemental Data:

 

 


 

 

Cash interest paid

 

 

1,092,114

 

Income taxes paid, net

 

 

1,538

 

 

RESTRUCTURING AND OTHER EXPENSE (Tables)
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
Schedule of restructuring cost activity
The following table summarizes the activity for the 2016 Restructuring Plan during 2017:
 
 
 
Severance and Other Employee Related Costs
 
Facility Realignment and Other Costs
 
Total
Accrual balance at December 31, 2016
$
102,119

 
$
8,397

 
$
110,516

Restructuring charges
140,071

 
1,007

 
141,078

Payments and other
(92,905
)
 
(3,833
)
 
(96,738
)
Accrual balance at September 30, 2017
$
149,285

 
$
5,571

 
$
154,856

Schedule of restructuring cost activity

        The following table summarizes the activity for the 2016 Restructuring Plan:

                                                                                                                                                                                    

 

 

Severance and
Other Employee
Related Costs

 

Facility
Realignment and
Other Costs

 

Total

 

Restructuring charges

 

$

215,420

 

$

11,157

 

$

226,577

 

Payments and other

 

 

(113,301

)

 

(2,760

)

 

(116,061

)

​  

​  

​  

​  

​  

​  

Accrual balance at December 31, 2016

 

$

102,119

 

$

8,397

 

$

110,516

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

PROPERTY, PLANT AND EQUIPMENT (Tables)

        Property, plant and equipment (including equipment under capital leases) as of December 31, 2016 consist of the following assets, which are depreciated or amortized on a straight-line basis over their estimated useful lives.

                                                                                                                                                                                    

 

 

 

 

Estimated
Useful Lives(a)

Customer equipment

 

$

871,049

 

3 to 5 years

Headends and related equipment

 

 

1,482,631

 

4 to 25 years

Infrastructure

 

 

3,740,494

 

3 to 25 years

Equipment and software

 

 

735,012

 

3 to 10 years

Construction in progress (including materials and supplies)

 

 

84,321

 

 

Furniture and fixtures

 

 

45,576

 

5 to 12 years

Transportation equipment

 

 

135,488

 

5 to 10 years

Buildings and building improvements

 

 

390,337

 

10 to 40 years

Leasehold improvements

 

 

104,309

 

Term of lease

Land

 

 

47,715

 

 

​  

​  

 

 

 

7,636,932

 

 

Less accumulated depreciation and amortization

 

 

(1,039,297

)

 

​  

​  

 

 

$

6,597,635

 

 

​  

​  

​  

​  


 

 

 

(a)          

The estimated useful lives presented reflect the period of depreciation and amortization for the purchase of assets in new condition and do not reflect the remaining useful lives of the assets at December 31, 2016.

 

        At December 31, 2016, the gross amount of buildings and equipment and related accumulated amortization recorded under capital leases were as follows:

                                                                                                                                                                                    

Buildings and equipment

 

$

53,833

 

Less accumulated amortization

 

 

(6,306

)

​  

​  

 

 

$

47,527

 

​  

​  

​  

​  

 

OPERATING LEASES (Tables)
Schedule of future minimum annual payments for all operating leases

        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, 2017 through December 31, 2021, at rates now in force are as follows:

                                                                                                                                                                                    

2017

 

$

76,513

 

2018

 

 

70,242

 

2019

 

 

61,986

 

2020

 

 

56,953

 

2021

 

 

53,658

 

Thereafter

 

 

142,655

 

 

INTANGIBLE ASSETS (Tables)
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
 
 
Schedule of acquired intangible assets
Schedule of future amortization expense
 
Schedule of acquired indefinite-lived intangible assets
Schedule of goodwill
The following table summarizes information relating to the Company's acquired intangible assets as of September 30, 2017
 
Amortizable Intangible Assets
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
 
Estimated Useful Lives
 
 
 
 
 
 
 
 
Customer relationships
$
5,970,884

 
(1,207,217
)
 
$
4,763,667

 
8 to 18 years
Trade names (a)
1,067,083

 
(432,402
)
 
634,681

 
2 to 4 years
Other amortizable intangibles
37,052

 
(8,805
)
 
28,247

 
1 to 15 years
 
$
7,075,019

 
$
(1,648,424
)
 
$
5,426,595

 
 
 
(a)
On May 23, 2017, Altice N.V. announced the adoption of a global brand which will replace the Company's brands in the future, reducing the remaining useful lives of these trade name intangibles. The Company has estimated the remaining useful lives to be 3 years from the date of the adoption, which reflects one year as an in-use asset and two years as a defensive asset. Amortization expense is calculated on an accelerated basis based on the Company's estimate of the intangible asset during the in-use period. The remaining estimated value of the defensive asset once it is no longer in use will be amortized over the defensive period. Estimated amortization expense related to the Optimum and Lightpath trade names are approximately $545,805 for 2017 (of which $334,312 has been expensed through September 30, 2017), $355,006 for 2018, $46,627 for 2019 and $18,140 through May 2020.

        The following table summarizes information relating to the Company's acquired intangible assets as of December 31, 2016:

                                                                                                                                                                                    

 

 

Amortizable Intangible Assets

 

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Net Carrying
Amount

 

Estimated Useful
Lives

Customer relationships

 

$

5,925,884

 

$

(580,276

)

$

5,345,608

 

8 to 18 years

Trade names

 

 

1,066,783

 

 

(83,397

)

 

983,386

 

2 to 12 years

Other amortizable intangibles

 

 

26,743

 

 

(3,093

)

 

23,650

 

1 to 15 years

​  

​  

​  

​  

​  

​  

 

 

$

7,019,410

 

$

(666,766

)

$

6,352,644

 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

 

                                                                                                                                                                                    

Estimated amortization expense

 

 

 

 

Year Ending December 31, 2017

 

$

928,597

 

Year Ending December 31, 2018

 

 

834,312

 

Year Ending December 31, 2019

 

 

758,189

 

Year Ending December 31, 2020

 

 

681,610

 

Year Ending December 31, 2021

 

 

604,456

 

 

The following table summarizes information relating to the Company's acquired indefinite-lived intangible assets as of September 30, 2017
 
Cablevision
 
Cequel
 
Total
Cable television franchises
$
8,113,575

 
$
4,906,506

 
$
13,020,081

Goodwill
5,839,757

 
2,153,742

 
7,993,499

Total
$
13,953,332

 
$
7,060,248

 
$
21,013,580

        The following table summarizes information relating to the Company's acquired indefinite-lived intangible assets as of December 31, 2016:

                                                                                                                                                                                    

 

 

Optimum

 

Suddenlink

 

Total

 

Cable television franchises

 

$

8,113,575

 

$

4,906,506

 

$

13,020,081

 

Goodwill

 

 

5,838,959

 

 

2,153,741

 

 

7,992,700

 

​  

​  

​  

​  

​  

​  

Total

 

$

13,952,534

 

$

7,060,247

 

$

21,012,781

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

The carrying amount of goodwill is presented below:
Gross goodwill as of January 1, 2017
$
7,992,700

Goodwill recorded in connection with acquisition in first quarter 2017 (Cablevision Segment)
20,687

Adjustments to purchase accounting relating to Cablevision Acquisition
3,213

Transfer of Cablevision goodwill related to Altice Technical Services US Corp. (See Note 14 for further details)
(23,101
)
Net goodwill as of September 30, 2017
$
7,993,499

 

                                                                                                                                                                                    

Gross goodwill as of January 1, 2016

 

$

2,040,402

 

Goodwill recorded in connection with Cablevision Acquisition

 

 

5,838,959

 

Adjustments to purchase accounting relating to Cequel Acquisition

 

 

113,339

 

​  

​  

Net goodwill as of December 31, 2016

 

$

7,992,700

 

​  

​  

​  

​  

 

DEBT (Tables)
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
The following table provides details of the Company's outstanding credit facility debt:
 
 
 
 
 
 
 
Carrying Amount (a)
 
Maturity Date
 
Interest Rate
 
Principal
 
September 30, 2017
 
December 31, 2016
CSC Holdings Restricted Group:
 
 
 
 
 
 
 
 
 
Revolving Credit Facility (b)
$20,000 on October 9, 2020, remaining balance on November 30, 2021
 
4.49%
 
$
1,175,000

 
$
1,149,024

 
$
145,013

Term Loan Facility
July 17, 2025
 
3.48%
 
2,992,500

 
2,974,768

 
2,486,874

Cequel:
 
 
 
 
 
 
 
 
 
Revolving Credit Facility (c)
November 30, 2021
 
 

 

 

Term Loan Facility
July 28, 2025
 
3.49%
 
1,261,838

 
1,253,110

 
812,903

 
 
 
 
 
$
5,429,338

 
5,376,902

 
3,444,790

Less: Current portion
92,650

 
33,150

Long-term debt
$
5,284,252

 
$
3,411,640


(a)
The carrying amount is net of the unamortized deferred financing costs and/or discounts/premiums.
(b)
At September 30, 2017, $123,473 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $1,001,527 of the facility was undrawn and available, subject to covenant limitations.
(c)
At September 30, 2017, $16,575 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $333,425 of the facility was undrawn and available, subject to covenant limitations.

        The following table provides details of the Company's outstanding credit facility debt (net of unamortized financing costs and unamortized discounts):

                                                                                                                                                                                    

 

 

Maturity Date

 

Interest
Rate

 

Principal

 

Carrying Value(a)

 

CSC Holdings Restricted Group:

 

 

 

 

 

 

 

 

 

 

 

 

Revolving Credit Facility(b)

 

November 30, 2021

 

 

4.07

%

$

175,256

 

$

145,013

 

Term Credit Facility(c)

 

October 11, 2024

 

 

3.88

%

 

2,500,000

 

 

2,486,874

 

Cequel:

 

 

 

 

 

 

 

 

 

 

 

 

Revolving Credit Facility(d)

 

November 30, 2021

 

 

 

 

 

 

 

Term Credit Facility

 

January 15, 2025

 

 

3.88

%

 

815,000

 

 

812,903

 

​  

​  

​  

​  

 

 

 

 

 

 

 

$

3,490,256

 

 

3,444,790

 

​  

​  

​  

​  

Less: Current portion

 

 

 

 

 

 

 

 

 

 

33,150

 

​  

​  

Long-term debt

 

 

 

 

 

 

 

 

 

$

3,411,640

 

​  

​  

​  

​  


 

 

 

(a)          

The unamortized discounts and deferred financing costs amounted to $45,466 at December 31, 2016.

(b)          

Includes $100,256 of credit facility debt incurred to finance the Cablevision Acquisition. See discussion above regarding the amendment to the revolving credit facility entered into December 2016.

(c)          

Represents $3,800,000 principal amount of debt incurred to finance the Cablevision Acquisition, net of principal repayments made. See discussion above regarding the Extension Amendment entered into September 2016.

(d)          

At December 31, 2016, $17,031 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $332,969 of the facility was undrawn and available, subject to covenant limitations.

 

The following table summarizes the Company's senior guaranteed notes, senior secured notes and senior notes and debentures:
 
 
 
 
 
Interest Rate
 
Principal Amount
 
Carrying Amount (a)
Issuer
Date Issued
 
Maturity Date
 
 
 
September 30, 2017
 
December 31, 2016
CSC Holdings (b)(f)
February 6, 1998
 
February 15, 2018
 
7.875
%
 
$
300,000

 
$
303,531

 
$
310,334

CSC Holdings (b)(f)
July 21, 1998
 
July 15, 2018
 
7.625
%
 
500,000

 
511,312

 
521,654

CSC Holdings (c)(f)
February 12, 2009
 
February 15, 2019
 
8.625
%
 
526,000

 
544,422

 
553,804

CSC Holdings (c)(f)
November 15, 2011
 
November 15, 2021
 
6.750
%
 
1,000,000

 
957,954

 
951,702

CSC Holdings (c)(f)
May 23, 2014
 
June 1, 2024
 
5.250
%
 
750,000

 
657,903

 
650,193

CSC Holdings (e)
October 9, 2015
 
January 15, 2023
 
10.125
%
 
1,800,000

 
1,777,085

 
1,774,750

CSC Holdings (e)(l)
October 9, 2015
 
October 15, 2025
 
10.875
%
 
1,684,221

 
1,660,583

 
1,970,379

CSC Holdings (e)
October 9, 2015
 
October 15, 2025
 
6.625
%
 
1,000,000

 
986,394

 
985,469

CSC Holdings (g)
September 23, 2016
 
April 15, 2027
 
5.500
%
 
1,310,000

 
1,304,353

 
1,304,025

Cablevision (k)
September 23, 2009
 
September 15, 2017
 
8.625
%
 

 

 
926,045

Cablevision (c)(f)
April 15, 2010
 
April 15, 2018
 
7.750
%
 
750,000

 
757,515

 
767,545

Cablevision (c)(f)
April 15, 2010
 
April 15, 2020
 
8.000
%
 
500,000

 
491,224

 
488,992

Cablevision (c)(f)
September 27, 2012
 
September 15, 2022
 
5.875
%
 
649,024

 
568,796

 
559,500

Cequel and Cequel Capital Senior Notes (d)(m)
Oct. 25, 2012 Dec. 28, 2012
 
September 15, 2020
 
6.375
%
 
1,050,000

 
1,025,616

 
1,457,439

Cequel and Cequel Capital Senior Notes (d)
May 16, 2013 Sept. 9, 2014
 
December 15, 2021
 
5.125
%
 
1,250,000

 
1,132,926

 
1,115,767

Altice US Finance I Corporation Senior Secured Notes (h)
June 12, 2015
 
July 15, 2023
 
5.375
%
 
1,100,000

 
1,081,815

 
1,079,869

Cequel and Cequel Capital Senior Secured Notes (i)
June 12, 2015
 
July 15, 2025
 
7.750
%
 
620,000

 
604,001

 
602,925

Altice US Finance I Corporation Senior Notes (j)
April 26, 2016
 
May 15, 2026
 
5.500
%
 
1,500,000

 
1,487,745

 
1,486,933

 
 
 
 
 
 
 
$
16,289,245

 
15,853,175

 
17,507,325

Less: Current portion
 
1,572,358

 
926,045

Long-term debt
 
$
14,280,817

 
$
16,581,280

 
(a)
The carrying amount is net of the unamortized deferred financing costs and/or discounts/premiums.
(b)
The debentures are not redeemable by CSC Holdings prior to maturity.
(c)
Notes are redeemable at any time at a specified "make-whole" price plus accrued and unpaid interest to the redemption date.
(d)
The Company may redeem some or more of all the notes at the redemption price set forth in the relevant indenture, plus accrued and unpaid interest.
(e)
The Company may redeem some or all of the 2023 Notes at any time on or after January 15, 2019, and some or all of the 2025 Notes and 2025 Guaranteed Notes at any time on or after October 15, 2020, at the redemption prices set forth in the relevant indenture, plus accrued and unpaid interest, if any.  The Company may also redeem up to 40% of each series of the Cablevision Acquisition Notes using the proceeds of certain equity offerings before October 15, 2018, at a redemption price equal to 110.125% for the 2023 Notes, 110.875% for the 2025 Notes and 106.625% for the 2025 Guaranteed Notes, in each case plus accrued and unpaid interest. In addition, at any time prior to January 15, 2019, CSC Holdings may redeem some or all of the 2023 Notes, and at any time prior to October 15, 2020, the Company may redeem some or all of the 2025 Notes and the 2025 Guaranteed Notes, at a price equal to 100% of the principal amount thereof, plus a “make whole” premium specified in the relevant indenture plus accrued and unpaid interest.
(f)
The carrying value of the notes was adjusted to reflect their fair value on the Cablevision Acquisition Date (aggregate reduction of $52,788).
(g)
The 2027 Guaranteed Notes are redeemable at any time on or after April 15, 2022 at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any.  In addition, up to 40% may be redeemed for each series of the 2027 Guaranteed Notes using the proceeds of certain equity offerings before October 15, 2019, at a redemption price equal to 105.500%, plus accrued and unpaid interest.
(h)
Some or all of these notes may be redeemed at any time on or after July 15, 2018, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before July 15, 2018, at a redemption price equal to 105.375%.
(i)
Some or all of these notes may be redeemed at any time on or after July 15, 2020, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before July 15, 2018, at a redemption price equal to 107.750%.
(j)
Some or all of these notes may be redeemed at any time on or after May 15, 2021, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before May 15, 2019, at a redemption price equal to 105.500%.
(k)
In April 2017, the Company redeemed $500,000 of the senior notes from proceeds from the CVC Term Loan facility. In September 2017, these senior notes matured and the Company repaid the remaining principal balance of $400,000.
(l)
In July 2017, the Company used approximately $350,120 of the proceeds from the IPO to fund the redemption of $315,779 principal amount of CSC Holdings senior notes due October 2025 and the related call premium of approximately $34,341which was recorded as a loss on extinguishment of debt. The Company also recorded a write-off of deferred financings costs in connection with this redemption aggregating $4,516.
(m)
In April 2017, the Company redeemed $450,000 of the senior notes from proceeds from the Cequel Term Loan facility.

        The following table summarizes the Company's senior guaranteed notes, senior secured notes and senior notes and debentures as of December 31, 2016:

                                                                                                                                                                                    

Issuer

 

Date Issued

 

Maturity Date

 

Interest
Rate

 

Principal
Amount

 

Carrying
Amount(a)

 

CSC Holdings(b)(e)

 

February 6, 1998

 

February 15, 2018

 

 

7.875

%

$

300,000

 

$

310,334

 

CSC Holdings(b)(e)

 

July 21, 1998

 

July 15, 2018

 

 

7.625

%

 

500,000

 

 

521,654

 

CSC Holdings(c)(e)

 

February 12, 2009

 

February 15, 2019

 

 

8.625

%

 

526,000

 

 

553,804

 

CSC Holdings(c)(e)

 

November 15, 2011

 

November 15, 2021

 

 

6.750

%

 

1,000,000

 

 

951,702

 

CSC Holdings(c)(e)

 

May 23, 2014

 

June 1, 2024

 

 

5.250

%

 

750,000

 

 

650,193

 

CSC Holdings(d)

 

October 9, 2015

 

January 15, 2023

 

 

10.125

%

 

1,800,000

 

 

1,774,750

 

CSC Holdings(d)

 

October 9, 2015

 

October 15, 2025

 

 

10.875

%

 

2,000,000

 

 

1,970,379

 

CSC Holdings(d)

 

October 9, 2015

 

October 15, 2025

 

 

6.625

%

 

1,000,000

 

 

985,469

 

CSC Holdings(f)

 

September 23, 2016

 

April 15, 2027

 

 

5.500

%

 

1,310,000

 

 

1,304,025

 

Cablevision(c)(e)

 

September 23, 2009

 

September 15, 2017

 

 

8.625

%

 

900,000

 

 

926,045

 

Cablevision(c)(e)

 

April 15, 2010

 

April 15, 2018

 

 

7.750

%

 

750,000

 

 

767,545

 

Cablevision(c)(e)

 

April 15, 2010

 

April 15, 2020

 

 

8.000

%

 

500,000

 

 

488,992

 

Cablevision(c)(e)

 

September 27, 2012

 

September 15, 2022

 

 

5.875

%

 

649,024

 

 

559,500

 

Cequel Communications Holdings I LLC and Cequel
Capital Corporation(c)

 

October 25, 2012
December 28, 2012

 

September 15, 2020

 

 

6.375

%

 

1,500,000

 

 

1,457,439

 

Cequel Communications Holdings I LLC and Cequel
Capital Corporation(c)

 

May 16, 2013
September 9, 2014

 

December 15, 2021

 

 

5.125

%

 

1,250,000

 

 

1,115,767

 

Altice US Finance I Corporation(g)

 

June 12, 2015

 

July 15, 2023

 

 

5.375

%

 

1,100,000

 

 

1,079,869

 

Cequel Communications Holdings I LLC and Cequel Capital Corporation(h)

 

June 12, 2015

 

July 15, 2025

 

 

7.750

%

 

620,000

 

 

602,925

 

Altice US Finance I Corporation(i)

 

April 26, 2016

 

May 15, 2026

 

 

5.500

%

 

1,500,000

 

 

1,486,933

 

​  

​  

​  

​  

 

 

 

 

 

 

 

 

 

$

17,955,024

 

 

17,507,325

 

​  

​  

​  

​  

Less: Current portion

 

 

 

 

 

 

 

 

 

 

 

 

926,045

 

​  

​  

Long-term debt

 

 

 

 

 

 

 

 

 

 

 

$

16,581,280

 

​  

​  

​  

​  


 

 

 

(a)          

The carrying amount of the notes is net of the unamortized deferred financing costs and/or discounts/premiums of $447,699.

(b)          

The debentures are not redeemable by CSC Holdings prior to maturity.

(c)          

Notes are redeemable at any time at a specified "make-whole" price plus accrued and unpaid interest to the redemption date.

(d)          

The Company may redeem some or all of the 2023 Notes at any time on or after January 15, 2019, and some or all of the 2025 Notes and 2025 Guaranteed Notes at any time on or after October 15, 2020, at the redemption prices set forth in the relevant indenture, plus accrued and unpaid interest, if any. The Company may also redeem up to 40% of each series of the Cablevision Acquisition Notes using the proceeds of certain equity offerings before October 15, 2018, at a redemption price equal to 110.125% for the 2023 Notes, 110.875% for the 2025 Notes and 106.625% for the 2025 Guaranteed Notes, in each case plus accrued and unpaid interest. In addition, at any time prior to January 15, 2019, CSC Holdings may redeem some or all of the 2023 Notes, and at any time prior to October 15, 2020, the Company may redeem some or all of the 2025 Notes and the 2025 Guaranteed Notes, at a price equal to 100% of the principal amount thereof, plus a "make whole" premium specified in the relevant indenture plus accrued and unpaid interest.

(e)          

The carrying value of the notes was adjusted to reflect their fair value on the Cablevision Acquisition Date (aggregate reduction of $52,788).

(f)          

The 2027 Guaranteed Notes are redeemable at any time on or after April 15, 2022 at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any. In addition, up to 40% may be redeemed for each series of the 2027 Guaranteed Notes using the proceeds of certain equity offerings before October 15, 2019, at a redemption price equal to 105.500%, plus accrued and unpaid interest.

(g)          

Some or all of these notes may be redeemed at any time on or after July 15, 2018, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before July 15, 2018, at a redemption price equal to 105.375%.

(h)          

Some or all of these notes may be redeemed at any time on or after July 15, 2020, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before July 15, 2018, at a redemption price equal to 107.750%.

(i)          

Some or all of these notes may be redeemed at any time on or after May 15, 2021, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before May 15, 2019, at a redemption price equal to 105.500%.

 

The future maturities of debt payable by the Company under its various debt obligations outstanding as of September 30, 2017, including notes payable, collateralized indebtedness (see Note 10), and capital leases, are as follows:
Years Ending December 31,
Cablevision
 
Cequel
 
Total
2017
$
29,925

 
$
5,256

 
$
35,181

2018
1,598,699

 
14,421

 
1,613,120

2019
561,995

 
12,713

 
574,708

2020
530,007

 
1,062,723

 
1,592,730

2021
3,664,638

 
1,263,578

 
4,928,216

Thereafter
10,058,245

 
4,428,075

 
14,486,320

        Total amounts payable by the Company under its various debt obligations outstanding as of December 31, 2016, including notes payable, collateralized indebtedness (see Note 10), and capital leases, during the next five years and thereafter, are as follows:

                                                                                                                                                                                    

Years Ending December 31,

 

Cablevision

 

Cequel

 

Altice USA

 

Total

 

2017

 

$

1,719,180

 

$

9,113

 

$

 

$

1,728,293

 

2018

 

 

2,103,441

 

 

8,652

 

 

 

 

2,112,093

 

2019

 

 

557,348

 

 

8,330

 

 

 

 

565,678

 

2020

 

 

526,340

 

 

1,508,213

 

 

 

 

2,034,553

 

2021

 

 

1,200,256

 

 

1,258,223

 

 

 

 

2,458,479

 

Thereafter

 

 

9,884,024

 

 

3,995,280

 

 

1,750,000

 

 

15,629,304

 

 

DERIVATIVE CONTRACTS AND COLLATERALIZED INDEBTEDNESS (Tables)
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
The following represents the location of the assets and liabilities associated with the Company's derivative instruments within the consolidated balance sheets:
 
 
 
 
Asset Derivatives
 
Liability Derivatives
Derivatives Not Designated as Hedging Instruments
 
Balance Sheet
Location
 
Fair Value at September 30, 2017
 
Fair Value at December 31, 2016
 
Fair Value at September 30, 2017
 
Fair Value at December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Prepaid forward contracts
 
Derivative contracts, current
 
$
54,578

 
$
352

 
$
(54,578
)
 
$
(13,158
)
Prepaid forward contracts
 
Derivative contracts, long-term
 

 
10,604

 
(52,488
)
 

Put/Call options
 
Liabilities under derivative contracts, current
 

 

 
(48,326
)
 

Interest rate swap contracts
 
Liabilities under derivative contracts, long-term
 

 

 
(69,271
)
 
(78,823
)
 
 
 
 
$
54,578

 
$
10,956

 
$
(224,663
)
 
$
(91,981
)

 

                                                                                                                                                                                                                                                                      

 

 

 

 

Asset
Derivatives

 

Liability
Derivatives

 

Derivatives Not Designated as Hedging Instruments

 

Balance Sheet Location

 

Fair Value at
December 31,
2016

 

Fair Value at
December 31,
2016

 

Prepaid forward contracts

 

Derivative contracts, current

 

$

352

 

$

13,158

 

Prepaid forward contracts

 

Derivative contracts, long-term

 

 

10,604

 

 

 

Interest rate swap contracts

 

Liabilities under derivative contracts, long-term

 

 

 

 

78,823

 

​  

​  

​  

​  

 

 

 

 

$

10,956

 

$

91,981

 

​  

​  

​  

​  

​  

​  

​  

​  

 

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 during the nine months ended September 30, 2017
Number of shares (a)
21,477,618

Collateralized indebtedness settled
$
(617,151
)
Derivatives contracts settled
(37,838
)
 
(654,989
)
Proceeds from new monetization contracts
662,724

Net cash proceeds
$
7,735

______________________
(a)
Share amounts are adjusted for the 2 for 1 stock split in February 2017.

 

                                                                                                                                                                                    

Number of shares(a)

 

 

5,337,750

 

​  

​  

​  

​  

Collateralized indebtedness settled

 

$

(143,102

)

Derivative contracts settled

 

 

 

​  

​  

 

 

 

(143,102

)

Proceeds from new monetization contracts

 

 

179,388

 

​  

​  

Net cash receipt

 

$

36,286

 

​  

​  

​  

​  


 

 

 

(a)          

Share amounts were adjusted for the 2 for 1 stock split in February 2017.

 

FAIR VALUE MEASUREMENT (Tables)
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2016
 
Fair Value
Hierarchy
 
September 30, 2017
 
December 31, 2016
Assets:
 
 
 
 
 
Money market funds (of which $14,700 is classified as restricted cash as of December 31, 2016)
Level I
 
$
65,801

 
$
100,139

Investment securities pledged as collateral
Level I
 
1,652,917

 
1,483,030

Prepaid forward contracts
Level II
 
54,578

 
10,956

Liabilities:
 
 
 
 
 
Prepaid forward contracts
Level II
 
107,066

 
13,158

Put/Call Options
Level II
 
48,326

 

Interest rate swap contracts
Level II
 
69,271

 
78,823

Contingent consideration related to 2017 acquisition
Level III
 
30,000

 

 

                                                                                                                                                                                                                              

 

 

At December 31, 2016 (Successor)

 

 

 

Level I

 

Level II

 

Level III

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

100,139

 

$

 

$

 

$

100,139

 

Investment securities pledged as collateral

 

 

1,483,030

 

 

 

 

 

 

1,483,030

 

Prepaid forward contracts

 

 

 

 

10,956

 

 

 

 

10,956

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepaid forward contracts

 

 

 

 

13,158

 

 

 

 

13,158

 

Interest rate swap contracts

 

 

 

 

 

78,823

 

 

 

 

 

78,823

 

 

 
 
 
September 30, 2017
 
December 31, 2016
 
Fair Value
Hierarchy
 
Carrying
Amount (a)
 
Estimated
Fair Value
 
Carrying
Amount (a)
 
Estimated
Fair Value
Altice USA debt instruments:
 
 
 
 
 
 
 
 
 
Notes payable to affiliates and related parties
Level II
 
$

 
$

 
$
1,750,000

 
$
1,837,876

CSC Holdings debt instruments:
 
 
 

 
 

 
 

 
 

Credit facility debt
Level II
 
4,123,792

 
4,167,500

 
2,631,887

 
2,675,256

Collateralized indebtedness
Level II
 
1,314,788

 
1,286,557

 
1,286,069

 
1,280,048

Senior guaranteed notes
Level II
 
2,290,748

 
2,460,675

 
2,289,494

 
2,416,375

Senior notes and debentures
Level II
 
6,412,789

 
7,421,261

 
6,732,816

 
7,731,150

Notes payable
Level II
 
76,442

 
72,802

 
13,726

 
13,260

Cablevision senior notes:
Level II
 
1,817,536

 
1,998,340

 
2,742,082

 
2,920,056

Cequel debt instruments:
 
 


 


 


 


Cequel credit facility
Level II
 
1,253,110

 
1,261,838

 
812,903

 
815,000

Senior secured notes
Level II
 
2,569,559

 
2,745,750

 
2,566,802

 
2,689,750

Senior notes
Level II
 
2,762,543

 
3,036,850

 
3,176,131

 
3,517,275

Notes payable
Level II
 
3,083

 
3,083

 

 

 
 
 
$
22,624,390

 
$
24,454,656

 
$
24,001,910

 
$
25,896,046

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

 

                                                                                                                                                                                    

 

 

 

 

December 31, 2016

 

 

 

Fair Value
Hierarchy

 

Carrying
Amount(a)

 

Estimated
Fair Value

 

Altice USA debt instruments:

 

 

 

 

 

 

 

 

 

Notes payable to affiliates and related parties

 

Level II

 

$

1,750,000

 

$

1,837,876

 

CSC Holdings debt instruments:

 

 

 

 

 

 

 

 

 

Credit facility debt

 

Level II

 

 

2,631,887

 

 

2,675,256

 

Collateralized indebtedness(b)

 

Level II

 

 

1,286,069

 

 

1,280,048

 

Senior guaranteed notes

 

Level II

 

 

2,289,494

 

 

2,416,375

 

Senior notes and debentures(c)

 

Level II

 

 

6,732,816

 

 

7,731,150

 

Notes payable

 

Level II

 

 

13,726

 

 

13,260

 

Cablevision senior notes(d)

 

Level II

 

 

2,742,082

 

 

2,920,056

 

Cequel debt instruments:

 

 

 

 

 

 

 

 

 

Cequel credit facility

 

Level II

 

 

812,903

 

 

815,000

 

Senior Secured Notes

 

Level II

 

 

1,079,869

 

 

1,152,250

 

Senior Notes

 

Level II

 

 

4,663,064

 

 

5,054,775

 

​  

​  

​  

​  

 

 

 

 

$

24,001,910

 

$

25,896,046

 

​  

​  

​  

​  

​  

​  

​  

​  


 

 

 

(a)          

Amounts are net of unamortized deferred financing costs and discounts.

(b)          

The total carrying value of the collateralized debt was reduced by $9,142 to reflect its fair value on the Cablevision Acquisition Date.

(c)          

The total carrying value of the senior notes and debentures assumed in connection with the Cablevision Acquisition was reduced by $39,713 to reflect the fair value of the notes on the Cablevision Acquisition Date.

(d)          

The total carrying value of the senior notes and debentures assumed in connection with the Cablevision Acquisition was reduced by $13,075 to reflect the fair value of the notes on the Cablevision Acquisition Date.

 

INCOME TAXES (Tables)

        Income tax benefit attributable to the Company's continuing operations for the year ended December 31, 2016 consist of the following components:

                                                                                                                                                                                    

Current expense (benefit):

 

 

 

 

Federal

 

$

(981

)

State

 

 

5,310

 

​  

​  

 

 

 

4,329

 

​  

​  

Deferred benefit:

 

 

 

 

Federal

 

 

(223,159

)

State

 

 

(40,830

)

​  

​  

 

 

 

(263,989

)

​  

​  

Tax benefit relating to uncertain tax positions

 

 

(6

)

​  

​  

Income tax benefit

 

$

(259,666

)

​  

​  

​  

​  

 

 

                                                                                                                                                                                    

 

 

December 31,
2016

 

Federal tax benefit at statutory rate

 

$

(381,901

)

State income taxes, net of federal impact

 

 

(39,336

)

Changes in the valuation allowance

 

 

297

 

Changes in the state rates used to measure deferred taxes, net of federal impact

 

 

153,239

 

Tax benefit relating to uncertain tax positions

 

 

(120

)

Non-deductible share-based compensation related to the carried unit plan

 

 

5,029

 

Non-deductible Cablevision Acquisition transaction costs

 

 

4,457

 

Other non-deductible expenses

 

 

1,551

 

Research credit

 

 

(400

)

Other, net

 

 

(2,482

)

​  

​  

Income tax benefit

 

$

(259,666

)

​  

​  

​  

​  

 

 

                                                                                                                                                                                    

 

 

December 31,
2016

 

NOLs and tax credit carry forwards

 

$

971,728

 

Compensation and benefit plans

 

 

93,939

 

Partnership investments

 

 

113,473

 

Restructuring liability

 

 

37,393

 

Other liabilities

 

 

45,561

 

Liabilities under derivative contracts

 

 

31,529

 

Interest deferred for tax purposes

 

 

39,633

 

Other

 

 

6,615

 

​  

​  

Deferred tax asset

 

 

1,339,871

 

Valuation allowance

 

 

(3,125

)

​  

​  

Net deferred tax asset, noncurrent

 

 

1,336,746

 

​  

​  

Fixed assets and intangibles

 

 

(9,065,635

)

Investments

 

 

(187,795

)

Prepaid expenses

 

 

(10,172

)

Fair value adjustment- debt and deferred finance costs

 

 

(30,535

)

Other

 

 

(9,424

)

​  

​  

Deferred tax liability, noncurrent

 

 

(9,303,561

)

​  

​  

Total net deferred tax liability

 

$

(7,966,815

)

​  

​  

​  

​  

 

 

                                                                                                                                                                                    

Balance at January 1, 2016

 

$

 

Increase to tax position in connection with the Cablevision Acquisition

 

 

4,031

 

Decreases related to prior year tax positions

 

 

(6

)

​  

​  

Balance at December 31, 2016

 

$

4,025

 

​  

​  

​  

​  

 

BENEFIT PLANS (Tables)

        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, 2016:

                                                                                                                                                                                    

Change in projected benefit obligation:

 

 

 

 

Projected benefit obligation at beginning of year

 

$

403,963

 

Service cost

 

 

 

Interest cost

 

 

14,077

 

Actuarial gain

 

 

(11,429

)

Curtailments

 

 

3,968

 

Benefits paid

 

 

(28,062

)

​  

​  

Projected benefit obligation at end of year

 

 

382,517

 

​  

​  

Change in plan assets:

 

 

 

 

Fair value of plan assets at beginning of year

 

 

297,846

 

Actual return on plan assets, net

 

 

5,829

 

Employer contributions

 

 

8,505

 

Benefits paid

 

 

(28,062

)

​  

​  

Fair value of plan assets at end of year

 

 

284,118

 

​  

​  

Unfunded status at end of year

 

$

(98,399

)

​  

​  

​  

​  

 

        The Company's net funded status relating to its Defined Benefit Plans at December 31, 2016, is as follows:

                                                                                                                                                                                    

Defined Benefit Plans

 

$

(98,399

)

Less: Current portion related to nonqualified plans

 

 

14,293

 

​  

​  

Long-term defined benefit plan obligations

 

$

(84,106

)

​  

​  

​  

​  

 

        Components of the net periodic benefit cost, recorded in other operating expenses, for the Defined Benefit Plans for the year ended December 31, 2016, is as follows:

                                                                                                                                                                                    

Service cost

 

$

 

Interest cost

 

 

6,946

 

Expected return on plan assets, net

 

 

(4,022

)

Curtailment loss

 

 

231

 

Settlement income (reclassified from accumulated other comprehensive loss)(a)

 

 

(154

)

​  

​  

Net periodic benefit cost

 

$

3,001

 

​  

​  

​  

​  


 

 

 

(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 the period June 21, 2016 through December 31, 2016, 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 sheet relating to these plans.

 

 

                                                                                                                                                                                    

 

 

Net Periodic
Benefit Cost

 

Benefit Obligations

 

 

 

June 21, 2016 to
December 31, 2016

 

December 31, 2016

 

Discount rate(a)

 

 

3.53

%

 

3.81

%

Rate of increase in future compensation levels

 

 

%

 

%

Expected rate of return on plan assets (Pension Plan only)

 

 

3.97

%

 

N/A

 


 

 

 

(a)          

The discount rate of 3.53% for the period June 21, 2016 through December 31, 2016, 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 weighted average asset allocations of the Pension Plan at December 31, 2016 is as follows:

                                                                                                                                                                                    

 

 

Plan Assets

 

Asset Class:

 

 

 

 

Mutual funds

 

 

43

%

Fixed income securities

 

 

55

 

Cash equivalents and other

 

 

2

 

​  

​  

 

 

 

100

%

​  

​  

​  

​  

 

        The fair values of the assets of the Pension Plan at December 31, 2016 by asset class are as follows:

                                                                                                                                                                                    

Asset Class

 

Level I

 

Level II

 

Level III

 

Total

 

Mutual funds

 

$

121,356

 

$

 

$

 

$

121,356

 

Fixed income securities held in a portfolio:

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign issued corporate debt

 

 

 

 

13,583

 

 

 

 

13,583

 

U.S. corporate debt

 

 

 

 

48,046

 

 

 

 

48,046

 

Government debt

 

 

 

 

4,810

 

 

 

 

4,810

 

U.S. Treasury securities

 

 

 

 

77,285

 

 

 

 

77,285

 

Asset-backed securities

 

 

 

 

14,065

 

 

 

 

14,065

 

Other

 

 

 

 

247

 

 

 

 

247

 

Cash equivalents(a)

 

 

2,593

 

 

3,089

 

 

 

 

5,682

 

​  

​  

​  

​  

​  

​  

​  

​  

Total(b)

 

$

123,949

 

$

161,125

 

$

 

$

285,074

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


 

 

 

(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 cash and net payables relating to the purchase of securities that were not settled as of December 31, 2016.

 

 

                                                                                                                                                                                    

2017

 

$

45,899

 

2018

 

 

28,812

 

2019

 

 

27,565

 

2020

 

 

28,399

 

2021

 

 

25,692

 

2022 - 2026

 

 

120,664