SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| (Mark One) | |
ý |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2003 |
|
OR |
|
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
|
| Commission File Number |
Registrant; State of Incorporation; Address and Telephone Number |
IRS Employer Number Identification No. |
||
|---|---|---|---|---|
1-14764 |
Cablevision Systems Corporation Delaware 1111 Stewart Avenue Bethpage, New York 11714 (516) 803-2300 |
11-3415180 |
||
1-9046 |
CSC Holdings, Inc. Delaware 1111 Stewart Avenue Bethpage, New York 11714 (516) 803-2300 |
11-2776686 |
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.
| Cablevision Systems Corporation | Yes ý No o | |
| CSC Holdings, Inc. | Yes ý No o |
Number of shares of common stock outstanding as of August 1, 2003:
| Cablevision NY Group Class A Common Stock | 219,494,605 | |
| Cablevision NY Group Class B Common Stock | 67,217,427 | |
| CSC Holdings, Inc. Common Stock | 5,000,000 |
For information required by Item 1 and Item 2, refer to Index to Financial Statements on page 8.
As described in Note 18 to the condensed consolidated financial statements of Cablevision Systems Corporation and subsidiaries and Note 17 to the condensed consolidated financial statements of CSC Holdings, Inc. and subsidiaries, KPMG, the independent accountants for Cablevision and CSC Holdings, has advised Cablevision and CSC Holdings that, due to the status of an investigation by outside counsel into certain improper expense recognition, it is currently unable to complete its review under Statement of Auditing Standards No. 100 ("SAS 100") of the unaudited condensed consolidated financial statements included in this Form 10-Q. When such review is completed and KPMG has rendered a SAS 100 review, Cablevision and CSC Holdings will amend this Form 10-Q.
Item 3. Quantitative And Qualitative Disclosures About Market Risk
Cablevision Systems Corporation is exposed to market risks from changes in certain equity security prices and interest rates. Our exposure to interest rate movements results from our use of floating and fixed rate debt to fund our working capital, capital expenditures, and other operational and investment requirements. To manage interest rate risk, we have entered into interest rate swap contracts to adjust the proportion of total debt that is subject to variable and fixed interest rates. Such contracts fix the borrowing rates on floating rate debt to provide an economic hedge against the risk of rising rates and/or convert fixed rate borrowings to variable rates to provide an economic hedge against the risk of higher borrowing costs in a declining interest rate environment. In addition, from time to time we may utilize short-term interest rate lock agreements to hedge the risk that the cost of a future issuance of fixed rate debt may be adversely affected by changes in interest rates. We do not enter into interest rate swap contracts for speculative or trading purposes.
Our exposure to changes in equity security prices stems primarily from the Comcast Corporation, AT&T Corp., Charter Communications, Inc., AT&T Wireless Services, Inc., General Electric Company, Leapfrog Enterprises, Inc. and Adelphia Communications Corporation common stock held by us. We have entered into prepaid forward contracts to hedge our equity price risk and to monetize the value of these securities. These contracts, at maturity, are expected to offset negative changes in the fair value of these securities, while allowing for certain upside appreciation potential. In the event of an early termination of such contracts, however, we would be obligated to repay the monetization indebtedness less the sum of the fair value of the underlying stock and the fair value of the equity collar, calculated at the termination date. The underlying stock and equity collars are carried at fair market value on our consolidated balance sheet and the monetization indebtedness is carried at its accreted value.
Fair Value of Debt: Based on the level of interest rates prevailing at June 30, 2003, the fair value of our fixed rate debt and redeemable preferred stock of $7,527.9 million exceeded its carrying value of $7,288.1 million by approximately $239.8 million. The fair value of these financial instruments is estimated based on reference to quoted market prices for these or comparable securities. Our floating rate borrowings bear interest at current market rates and thus approximate fair value. The effect of a hypothetical 100 basis point decrease in interest rates prevailing at June 30, 2003 would decrease the estimated fair value of fixed rate debt and redeemable preferred stock instruments by approximately $349.7 million to $7,877.6 million. This estimate is based on the assumption of an immediate and parallel shift in interest rates across all maturities.
Interest Rate Derivative Contracts: As of June 30, 2003, we had outstanding interest rate swap contracts to convert floating rate debt to fixed rate debt covering a total notional principal amount of $1,000.0 million. As of June 30, 2003, the fair market value of these interest rate swap contracts was approximately $3.4 million, a net liability position, as reflected under derivative contracts in our consolidated balance sheet. Assuming an immediate and parallel shift in interest rates across the yield curve, a 100 basis point decrease in interest rates from June 30, 2003 prevailing levels would decrease the fair market value of these contracts by approximately $3.4 million to a net liability position of $6.8 million.
In addition, we had outstanding prepaid interest rate swap contracts with a notional value of $1,115.0 million entered into in connection with our monetization transactions. As of June 30, 2003, such contracts had a fair market value of $69.2 million, a net liability position, reflected as liabilities under derivative contracts in our consolidated balance sheet. Assuming an immediate and parallel shift in interest
2
rates across the yield curve, a 100 basis point increase in interest rates from June 30, 2003 prevailing levels would decrease the fair market value of these contracts by approximately $25.2 million to a liability of $94.4 million.
Equity Price Risk: As of June 30, 2003, the fair market value and the carrying value of our holdings of Comcast, AT&T, Charter Communications, AT&T Wireless, General Electric, Leapfrog and Adelphia Communications common stock aggregated $1,152.0 million. Assuming a 10% change in price, the potential change in the fair value of these investments would be approximately $115.2 million. As of June 30, 2003, the net fair value and the carrying value of the equity collar component of the prepaid forward contracts entered into to hedge the equity price risk of Comcast, AT&T, Charter Communications, AT&T Wireless, General Electric, Leapfrog and Adelphia Communications aggregated $600.6 million, a net receivable position. The maturities of these prepaid forward contracts are summarized in the following table:
| Security |
# of Shares Deliverable |
Maturity |
||
|---|---|---|---|---|
| Comcast | 7,159,205 | 2005 | ||
| 7,159,206 | 2006 | |||
| AT&T | 4,426,093 | 2005 | ||
| 4,426,093 | 2006 | |||
| Charter Communications | 1,862,229 | 2005 | ||
| 5,586,687 | 2006 | |||
| 3,724,460 | 2007 | |||
| AT&T Wireless | 7,121,583 | 2005 | ||
| 7,121,583 | 2006 | |||
| General Electric | 12,742,032 | 2006 | ||
| Adelphia Communications | 1,010,000 | 2005 | ||
| Leapfrog | 800,000 | 2007 |
Other: As of June 30, 2003, the fair value of the exchange right and put option related to CSC Holdings, Inc.'s Series A Exchangeable Participating Preferred Stock amounted to $37.8 million, a net liability position, reflected as a liability under derivative contracts in the consolidated balance sheet. Assuming a 10% increase in the market price of the underlying Cablevision common stock and no changes in interest rates and volatility, the potential decrease in the fair value of the exchange right and put option would be approximately $11.6 million, to a liability of $49.4 million.
Item 4. Controls and Procedures
An evaluation was carried out under the supervision and with the participation of Cablevision's management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Securities and Exchange Commission rules). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.
In response to the improper expense recognition at the national services division of Rainbow Media Holdings, the Company has reinforced and enhanced existing policies and procedures (including those related to expense recognition and accruals and required support for payments and accruals), adopted new policies and procedures (including vendor payment guidelines, signature and password protection, and communication of information to those responsible for the preparation of financial statements), required additional support and approval for certain types of payments and accruals, and established enhanced training programs for education of appropriate employees regarding their role in the fair, accurate and complete accumulation of financial and other information contained in the Company's consolidated financial statements.
3
On April 25, 2001, At Home Corporation commenced a lawsuit in the Court of Chancery of the State of Delaware alleging that Cablevision had breached its obligations under certain agreements with At Home. The suit sought a variety of remedies including: rescission of the agreements between At Home and Cablevision and cancellation of all warrants held by Cablevision, damages, and/or an order prohibiting Cablevision from continuing to offer its Optimum Online service and requiring it to convert its Optimum Online customers to the Optimum@Home service and to roll out the Optimum@Home service. On September 28, 2001, At Home filed a petition for reorganization in federal bankruptcy court. In connection with the liquidation of At Home, the claims in this lawsuit, among others, were assigned to the General Unsecured Creditors Liquidated Trust ("GUCLT").
On June 26, 2003, the GUCLT initiated a separate action against Cablevision brought in the United States District Court for the Northern District of California. The California action stems from a May 1997 agreement between Cablevision and At Home that is no longer in effect. The GUCLT seeks monetary damages of "at least $12.5 million" due to the claimed failure by Cablevision to make alleged required payments to At Home during the 2001 calendar year.
On July 29, 2003, based on an agreed Stipulation filed jointly by Cablevision and the GUCLT, the Court dismissed the Delaware action with prejudice, other than solely with respect to the specific claims brought by the GUCLT in the California action.
On April 29, 2002, Yankees Entertainment & Sports Network, LLC (the "YES Network") filed a complaint and, on September 24, 2002, an amended complaint against the Company in the United States District Court, Southern District of New York. The lawsuit arises from the failure of the YES Network and the Company to reach agreement on the carriage of programming of the YES Network (primarily New York Yankees baseball games and New Jersey Nets basketball games) on the Company's cable television systems. The amended complaint alleges a variety of anticompetitive acts and seeks declaratory judgments as to violations of laws, treble damages and injunctive relief, including an injunction requiring the Company to carry the YES Network on its cable television systems. The Company believes that the claims set forth in the complaint are without merit and intends to contest the lawsuit vigorously.
On March 31, 2003, YES Network and Cablevision reached an agreement pursuant to which Cablevision began carrying programming of the YES Network. Under this agreement, Cablevision will carry the programming for one year under interim arrangements while the parties seek to finalize the terms of a definitive long-term affiliation agreement. If the parties do not reach agreement on the terms of the long-term arrangement, those terms will be established by arbitration. The final terms established will be retroactively applied to March 31, 2003 and Cablevision has agreed to pay YES Network for certain revenue reductions and expenses that YES Network might experience, during the term of the one-year interim agreement, under the "most favored nations" provisions of YES Network's affiliation agreements with certain other distributors. As contemplated by the agreement, the litigation with the YES Network has been stayed and, ultimately, the agreement contemplates that it will be dismissed.
In August 2002, purported class actions naming as defendants the Company and each of its directors were filed in the Delaware Chancery Court. The actions, which allege breach of fiduciary duties and breach of contract with respect to the exchange of the Rainbow Media Group tracking stock for Cablevision NY Group common stock, were purportedly brought on behalf of all holders of publicly traded shares of Rainbow Media Group tracking stock. The actions seek to (i) enjoin the exchange of Rainbow Media Group tracking stock for Cablevision NY Group common stock, (ii) enjoin any sales of "Rainbow Media Group assets," or, in the alternative, award rescissory damages, (iii) if the exchange is completed, rescind it or award rescissory damages, (iv) award compensatory damages, and (v) award costs and disbursements. The actions were consolidated into one action on September 17, 2002, and on October 3, 2002, the Company filed a motion to dismiss the consolidated action. The action is currently stayed by agreement of the parties pending resolution of a related action brought by one of the plaintiffs to compel the inspection of certain books and records of the Company. The Company believes the claims are without merit and intends to contest the lawsuits vigorously.
In August 2003, a purported class action naming as defendants the Company, directors and officers of the Company and certain current and former officers and employees of the Company's Rainbow Media
4
Holdings and American Movie Classics subsidiaries was filed in New York Supreme Court by the Teachers Retirement System of Louisiana. The actions relate to the August 2002 Rainbow Media Group tracking stock exchange and allege, among other things, that the exchange ratio was based upon a price of the Rainbow Media Group tracking stock that was artificially deflated as a result of the improper recognition of certain expenses at the national services division of Rainbow Media Holdings. The complaint alleges breaches by the individual defendants of fiduciary duties. The complaint also alleges breaches of contract and unjust enrichment by the Company. The complaint seeks monetary damages and such other relief as the court deems just and proper. The Company intends to contest the lawsuit vigorously.
Item 4. Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of Stockholders was held on June 3, 2003. The following matters were voted upon at the Company's Annual Meeting of Stockholders:
Election of Directors:
| Class A Directors: | |||||
| Charles D. Ferris: | For: Votes withheld: |
143,432,278 39,146,599 |
|||
| Richard H. Hochman: | For: Votes withheld: |
170,384,499 12,194,378 |
|||
| Victor Oristano: | For: Votes withheld: |
170,357,210 12,221,667 |
|||
| Vincent Tese: | For: Votes withheld: |
171,207,397 10,371,480 |
|||
| Thomas V. Reifenheiser: | For: Votes withheld: |
172,600,953 9,977,924 |
|||
| Vice Admiral John R. Ryan USN (Ret.): | For: Votes withheld: |
172,581,210 9,997,667 |
|||
| Class B Directors: | |||||||
| Charles F. Dolan | Thomas C. Dolan | For: | 672,174,270 | ||||
| James L. Dolan | Steven Rattner | Votes withheld: | 0 | ||||
| Patrick F. Dolan | John Tatta | ||||||
Each of the above nominees for election by the Class B common stockholders received the same vote as indicated above.
| Class B Directors continued: | |||||||
| William J. Bell | For: | 672,142,370 | |||||
| Sheila A. Mahony | Votes withheld: | 31,900 | |||||
Each of the above nominees for election by the Class B common stockholders received the same vote as indicated above.
Ratification and approval of KPMG LLP
| Class A Common Stock: | For: | 180,941,399 | |||||
| Against: | 1,571,802 | ||||||
| Abstain: | 65,676 | ||||||
Class B Common Stock: |
For: |
672,142,370 |
|||||
| Against: | 31,900 | ||||||
| Abstain: | 0 | ||||||
Approval of Amendments to the Employee Stock Plan
5
| Class A Common Stock: | For: | 127,124,829 | |||||
| Against: | 44,410,415 | ||||||
| Abstain: | 84,882 | ||||||
| Class B Common Stock: | For: | 672,174,270 | |||||
| Against: | 0 | ||||||
| Abstain: | 0 | ||||||
Approval of the Long-Term Incentive Plan
| Class A Common Stock: | For: | 150,592,123 | |||||
| Against: | 4,890,228 | ||||||
| Abstain: | 99,445 | ||||||
| Class B Common Stock: | For: | 672,142,370 | |||||
| Against: | 31,900 | ||||||
| Abstain: | 0 | ||||||
Approval of the Executive Performance Incentive Plan
| Class A Common Stock: | For: | 149,808,311 | |||||
| Against: | 4,744,203 | ||||||
| Abstain: | 105,669 | ||||||
| Class B Common Stock: | For: | 672,142,370 | |||||
| Against: | 31,900 | ||||||
| Abstain: | 0 | ||||||
Approval of Amendments to the Non-Employee Director Stock Plan
| Class A Common Stock: | For: | 140,453,283 | |||||
| Against: | 41,319,458 | ||||||
| Abstain: | 111,863 | ||||||
| Class B Common Stock: | For: | 672,142,370 | |||||
| Against: | 31,900 | ||||||
| Abstain: | 0 | ||||||
Item 6. Exhibits and Reports on Form 8-K
| 10.1 | Employment Agreement, dated as of April 29, 2003, between Cablevision Systems Corporation and James L. Dolan | ||
10.2 |
Employment Agreement, dated as of June 11, 2003, between Cablevision Systems Corporation and Hank Ratner |
||
10.3 |
Retirement Agreement, dated as of June 23, 2003, among Cablevision Systems Corporation, CSC Holdings, Inc. and Sheila Mahony |
||
31.1 |
Section 302 Certification of the CEO |
||
31.2 |
Section 302 Certification of the CFO |
||
32 |
Section 906 Certification of the CEO and CFO |
Cablevision Systems Corporation filed Current Reports on Form 8-K with the Commission on April 1, 2003, May 15, 2003, June 18, 2003, July 3, 2003, and August 7, 2003.
CSC Holdings, Inc. filed Current Reports on Form 8-K with the Commission on April 1, 2003, May 15, 2003, June 18, 2003, July 3, 2003, and August 7, 2003.
6
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
CABLEVISION SYSTEMS CORPORATION CSC HOLDINGS, INC. |
|||
Date: August 14, 2003 |
By: |
/s/ WILLIAM J. BELL William J. Bell as Vice Chairman and Principal Financial Officer of Cablevision Systems Corporation and CSC Holdings, Inc. |
|
Date: August 14, 2003 |
By: |
/s/ ANDREW B. ROSENGARD Andrew B. Rosengard as Executive Vice President, Finance and Principal Accounting Officer of Cablevision Systems Corporation and CSC Holdings, Inc. |
|
7
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Page |
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|---|---|---|---|---|
| CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES | ||||
Item 1. |
Financial Statements |
|||
Condensed Consolidated Balance SheetsJune 30, 2003 (unaudited) and December 31, 2002 |
I-1 |
|||
Condensed Consolidated Statements of OperationsThree and Six Months Ended June 30, 2003 and 2002 (unaudited) |
I-3 |
|||
Condensed Consolidated Statements of Cash FlowsSix Months Ended June 30, 2003 and 2002 (unaudited) |
I-4 |
|||
Notes to Condensed Consolidated Financial Statements (unaudited) |
I-5 |
|||
Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
I-20 |
||
CSC HOLDINGS, INC. AND SUBSIDIARIES |
||||
Item 1. |
Financial Statements |
|||
Condensed Consolidated Balance SheetsJune 30, 2003 (unaudited) and December 31, 2002 |
II-1 |
|||
Condensed Consolidated Statements of OperationsThree and Six Months Ended June 30, 2003 and 2002 (unaudited) |
II-3 |
|||
Condensed Consolidated Statements of Cash FlowsSix Months Ended June 30, 2003 and 2002 (unaudited) |
II-4 |
|||
Notes to Condensed Consolidated Financial Statements (unaudited) |
II-5 |
|||
Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
II-16 |
||
8
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar in thousands)
| |
June 30, 2003 |
December 31, 2002 |
||||||
|---|---|---|---|---|---|---|---|---|
| |
(unaudited) |
|
||||||
| ASSETS | ||||||||
Current Assets: |
||||||||
Cash and cash equivalents |
$ |
293,028 |
$ |
125,940 |
||||
| Accounts receivable trade (less allowance for doubtful accounts of $69,218 and $57,860) | 301,223 | 286,335 | ||||||
| Notes and other receivables, current | 64,422 | 78,010 | ||||||
| Inventory, prepaid expenses and other current assets | 67,763 | 65,102 | ||||||
| Feature film inventory, net | 70,734 | 66,617 | ||||||
| Assets held for sale | | 66,733 | ||||||
| Advances to affiliates | 61,902 | 178,491 | ||||||
| Total current assets | 859,072 | 867,228 | ||||||
Property, plant and equipment, net |
4,616,844 |
4,666,307 |
||||||
| Investments in affiliates | 53,407 | 59,726 | ||||||
| Investment securities | 23 | 310,336 | ||||||
| Investment securities pledged as collateral | 1,152,038 | 662,274 | ||||||
| Other investments | 2,965 | 17,514 | ||||||
| Notes and other receivables | 88,095 | 96,945 | ||||||
| Derivative contracts | 642,972 | 705,020 | ||||||
| Other assets | 45,532 | 46,276 | ||||||
| Long-term feature film inventory, net | 213,746 | 232,221 | ||||||
| Deferred carriage fees, net | 125,942 | 139,578 | ||||||
| Franchises, net of accumulated amortization of $2,182 and $1,208 | 735,489 | 732,401 | ||||||
| Affiliation, broadcast and other agreements, net of accumulated amortization of $307,260 and $278,466 | 266,959 | 295,753 | ||||||
| Excess costs over fair value of net assets acquired and other intangible assets, net of accumulated amortization of $20,572 and $18,448 | 1,554,449 | 1,556,573 | ||||||
| Deferred financing, acquisition and other costs, net of accumulated amortization of $53,630 and $46,007 | 91,736 | 100,101 | ||||||
| $ | 10,449,269 | $ | 10,488,253 | |||||
See accompanying notes to condensed consolidated financial statements.
I-1
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(continued)
| |
June 30, 2003 |
December 31, 2002 |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| |
(unaudited) |
|
|||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIENCY | |||||||||
Current Liabilities: |
|||||||||
Accounts payable |
$ |
328,565 |
$ |
438,449 |
|||||
| Accrued liabilities | 776,629 | 863,926 | |||||||
| Accounts payable to affiliates | 15,589 | 17,772 | |||||||
| Deferred revenue, current | 59,210 | 113,402 | |||||||
| Feature film and contract obligations | 67,777 | 72,310 | |||||||
| Liabilities held for sale | | 85,625 | |||||||
| Liabilities under derivative contracts | 41,286 | 1,395 | |||||||
| Current portion of bank debt | 11,893 | 5,768 | |||||||
| Current portion of capital lease obligations | 14,803 | 14,977 | |||||||
| Total current liabilities | 1,315,752 | 1,613,624 | |||||||
Feature film and contract obligations, long-term |
194,996 |
229,431 |
|||||||
| Deferred revenue | 16,361 | 17,479 | |||||||
| Deferred tax liability | 341,760 | 176,655 | |||||||
| Liabilities under derivative contracts | 111,626 | 104,949 | |||||||
| Other long-term liabilities | 222,142 | 225,519 | |||||||
| Bank debt, long-term | 1,736,150 | 2,080,000 | |||||||
| Collateralized indebtedness | 1,590,782 | 1,234,106 | |||||||
| Senior notes and debentures | 3,692,236 | 3,691,772 | |||||||
| Subordinated notes and debentures | 599,165 | 599,128 | |||||||
| Capital lease obligations, long-term | 68,494 | 71,231 | |||||||
| Total liabilities | 9,889,464 | 10,043,894 | |||||||
| Minority interests | 636,960 | 623,897 | |||||||
| Preferred Stock of CSC Holdings, Inc. | 1,622,343 | 1,544,294 | |||||||
| Commitments and contingencies | |||||||||
Stockholders' deficiency: |
|||||||||
| Preferred Stock, $.01 par value, 50,000,000 shares authorized, none issued | | | |||||||
| CNYG Class A Common Stock, $.01 par value, 800,000,000 shares authorized, 241,310,832 and 234,708,069 shares issued and 219,494,605 and 212,891,842 outstanding | 2,413 | 2,347 | |||||||
| CNYG Class B Common Stock, $.01 par value, 320,000,000 shares authorized, 67,217,427 and 67,242,427 shares issued and outstanding | 672 | 672 | |||||||
| RMG Class A Common Stock, $.01 par value, 600,000,000 shares authorized, none issued | | | |||||||
| RMG Class B Common Stock, $.01 par value, 160,000,000 shares authorized, none issued | | | |||||||
| Paid-in capital | 1,110,517 | 1,107,893 | |||||||
| Accumulated deficit | (2,451,560 | ) | (2,473,204 | ) | |||||
| (1,337,958 | ) | (1,362,292 | ) | ||||||
Treasury stock, at cost (21,816,227 shares) |
(359,750 |
) |
(359,750 |
) |
|||||
| Accumulated other comprehensive loss | (1,790 | ) | (1,790 | ) | |||||
| Total stockholders' deficiency | (1,699,498 | ) | (1,723,832 | ) | |||||
| $ | 10,449,269 | $ | 10,488,253 | ||||||
See accompanying notes to condensed consolidated financial statements.
I-2
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
| |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2003 |
2002 |
2003 |
2002 |
|||||||||||
| Revenues, net | $ | 973,269 | $ | 900,197 | $ | 1,974,006 | $ | 1,830,642 | |||||||
| Operating expenses: | |||||||||||||||
| Technical and operating (see Note 18) | 425,319 | 360,647 | 899,419 | 827,602 | |||||||||||
| Selling, general and administrative (see Note 18) | 260,688 | 213,845 | 493,725 | 438,100 | |||||||||||
| Restructuring charges | 7,883 | 4,465 | 3,419 | 4,465 | |||||||||||
| Depreciation and amortization | 246,340 | 218,641 | 501,713 | 423,418 | |||||||||||
| 940,230 | 797,598 | 1,898,276 | 1,693,585 | ||||||||||||
| Operating income | 33,039 | 102,599 | 75,730 | 137,057 | |||||||||||
| Other income (expense): | |||||||||||||||
| Interest expense | (134,509 | ) | (131,573 | ) | (263,903 | ) | (253,586 | ) | |||||||
| Interest income | 4,699 | 10,682 | 10,263 | 14,571 | |||||||||||
| Equity in net income (loss) of affiliates | 448,988 | (12,543 | ) | 440,954 | (22,245 | ) | |||||||||
| Write-off of deferred financing costs | | | | (620 | ) | ||||||||||
| Gain (loss) on investments, net | 150,663 | (507,151 | ) | 168,092 | (925,601 | ) | |||||||||
| Gain (loss) on derivative contracts, net | (115,543 | ) | 522,536 | (126,251 | ) | 818,075 | |||||||||
| Loss on early extinguishment of debt | | (17,237 | ) | | (17,237 | ) | |||||||||
| Minority interests | (57,790 | ) | (70,688 | ) | (114,439 | ) | (114,601 | ) | |||||||
| Miscellaneous, net | (853 | ) | (294 | ) | (3,398 | ) | (5,001 | ) | |||||||
| 295,655 | (206,268 | ) | 111,318 | (506,245 | ) | ||||||||||
| Income (loss) from continuing operations before income taxes | 328,694 | (103,669 | ) | 187,048 | (369,188 | ) | |||||||||
| Income tax (expense) benefit | (164,870 | ) | 15,992 | (143,696 | ) | 44,045 | |||||||||
| Income (loss) from continuing operations | 163,824 | (87,677 | ) | 43,352 | (325,143 | ) | |||||||||
| Loss from discontinued operations, net of taxes (including loss of $14,608 on the sale of the retail electronics business in the six months ended June 30, 2003) | (1,764 | ) | (10,476 | ) | (21,708 | ) | (22,640 | ) | |||||||
| Net income (loss) | $ | 162,060 | $ | (98,153 | ) | $ | 21,644 | $ | (347,783 | ) | |||||
| Basic net income (loss) per share: | |||||||||||||||
| Income (loss) from continuing operations | $ | 0.57 | $ | (0.30 | ) | $ | 0.15 | $ | (1.13 | ) | |||||
| Loss from discontinued operations | $ | (0.01 | ) | $ | (0.04 | ) | $ | (0.08 | ) | $ | (0.08 | ) | |||
| Net income (loss) | $ | 0.57 | $ | (0.34 | ) | $ | 0.08 | $ | (1.20 | ) | |||||