[10-Q] Optimum Communications, Inc. Quarterly Earnings Report
Filing Explained
Preferred-unit dividends reduce income available to common holders while management reports substantial doubt about funding operations within one year.
Form 10-Q is the unaudited quarterly report covering interim financial statements and updates to liquidity. As of
On
In a separate
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| For the quarterly period ended | |||||||||||
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| For the transition period from | to | ||||||||||||||||
| Commission File Number | Registrant; State of Incorporation; Address and Telephone Number | IRS Employer Identification No. | ||||||||||||||||||
 | ||||||||||||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | |||||||||||||||||||||||
| ☒ | No | ☐ | |||||||||||||||||||||
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | |||||||||||||||||||||||
| ☒ | No | ☐ | |||||||||||||||||||||
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act. | ||||||||||||||
| Large Accelerated Filer | ☐ | ☒ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | |||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | Yes | No | ☒ | |||||||||||
Number of shares of common stock outstanding as of July 31, 2026 | |||||
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
| Page | ||||||||
| PART I. FINANCIAL INFORMATION | 2 | |||||||
| Item 1. Financial Statements | ||||||||
| OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES | ||||||||
| Consolidated Financial Statements | ||||||||
Consolidated Balance Sheets - June 30, 2026 (Unaudited) and December 31, 2025 | 2 | |||||||
Consolidated Statements of Operations - Three and six months ended June 30, 2026 and 2025 (Unaudited) | 3 | |||||||
Consolidated Statements of Comprehensive Loss - Three and six months ended June 30, 2026 and 2025 (Unaudited) | 4 | |||||||
Consolidated Statements of Stockholders' Deficiency - Three and six months ended June 30, 2026 and 2025 (Unaudited) | 5 | |||||||
Consolidated Statements of Cash Flows - Six months ended June 30, 2026 and 2025 (Unaudited) | 7 | |||||||
| Combined Notes to Consolidated Financial Statements (Unaudited) | 14 | |||||||
| Supplemental Financial Statements Furnished: | ||||||||
| CSC HOLDINGS, INC. AND SUBSIDIARIES | ||||||||
| Consolidated Financial Statements | ||||||||
Consolidated Balance Sheets - June 30, 2026 (Unaudited) and December 31, 2025 | 8 | |||||||
Consolidated Statements of Operations - Three and six months ended June 30, 2026 and 2025 (Unaudited) | 9 | |||||||
Consolidated Statements of Comprehensive Loss - Three and six months ended June 30, 2026 and 2025 (Unaudited) | 10 | |||||||
Consolidated Statements of Member's Deficiency - Three and six months ended June 30, 2026 and 2025 (Unaudited) | 11 | |||||||
Consolidated Statements of Cash Flows - Six months ended June 30, 2026 and 2025 (Unaudited) | 13 | |||||||
| Combined Notes to Consolidated Financial Statements (Unaudited) | 14 | |||||||
| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 34 | |||||||
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 60 | |||||||
| Item 4. Controls and Procedures | 60 | |||||||
| PART II. OTHER INFORMATION | 61 | |||||||
| Item 1. Legal Proceedings | 61 | |||||||
| Item 1A. Risk Factors | 61 | |||||||
| Item 5. Other Information | 61 | |||||||
| Item 6. Exhibits | 62 | |||||||
| SIGNATURES | 63 | |||||||
1
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
| OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts) | |||||||||||
June 30, 2026 (Unaudited) | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
Accounts receivable, trade (less allowance for credit losses of $ | |||||||||||
Prepaid expenses and other current assets ($ | |||||||||||
| Total current assets | |||||||||||
Property, plant and equipment, net of accumulated depreciation of $ | |||||||||||
| Right-of-use operating lease assets | |||||||||||
| Other assets | |||||||||||
Amortizable intangibles, net of accumulated amortization of $ | |||||||||||
| Indefinite-lived cable franchise rights | |||||||||||
| Goodwill | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIENCY | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Interest payable | |||||||||||
| Accrued employee related costs | |||||||||||
| Deferred revenue | |||||||||||
| Debt | |||||||||||
Other current liabilities ($ | |||||||||||
| Total current liabilities | |||||||||||
| Other liabilities | |||||||||||
| Deferred tax liability | |||||||||||
| Right-of-use operating lease liability | |||||||||||
| Long-term debt, net of current maturities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 14) | |||||||||||
| Redeemable preferred units | — | ||||||||||
| Stockholders' Deficiency: | |||||||||||
Preferred stock, $ | |||||||||||
Class A common stock: $ | |||||||||||
Class B common stock: $ | |||||||||||
Class C common stock: $ | |||||||||||
| Paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| ( | ( | ||||||||||
Treasury stock, at cost ( | ( | ( | |||||||||
| Accumulated other comprehensive income | |||||||||||
| Total Optimum Communications stockholders' deficiency | ( | ( | |||||||||
| Noncontrolling interests | |||||||||||
| Total stockholders' deficiency | ( | ( | |||||||||
| Total liabilities and stockholders' deficiency | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
2
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Programming and other direct costs | |||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||
| Restructuring, impairments and other operating items (See Note 7) | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Gain (loss) on investments and sale of affiliate interests | ( | ( | |||||||||||||||||||||
| Gain (loss) on interest rate swap contracts, net | ( | ||||||||||||||||||||||
| Loss on extinguishment of debt and write-off of deferred financing costs | ( | ( | ( | ||||||||||||||||||||
| Other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| ( | ( | ( | ( | ||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax benefit | |||||||||||||||||||||||
| Net loss | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net loss attributable to Optimum Communications, Inc. stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per share: | |||||||||||||||||||||||
| Basic and diluted net loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Basic and diluted weighted average common shares (in thousands) | |||||||||||||||||||||||
| Cash dividends declared per common share | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to consolidated financial statements.
3
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Defined benefit pension plans | |||||||||||||||||||||||
| Applicable income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Defined benefit pension plans, net of income taxes | |||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||
| Comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive loss attributable to Optimum Communications, Inc. stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
See accompanying notes to consolidated financial statements.
4
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (In thousands) (Unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Class A Common Stock | Class B Common Stock | Paid-in Capital | Accumulated Deficit | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Total Optimum Communications Stockholders' Deficiency | Non-controlling Interests | Total Deficiency | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to Optimum Communications stockholders | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Pension liability adjustments, net of income taxes | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense (equity classified) | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to an entity under common control | — | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Other, net | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to Optimum Communications stockholders | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Pension liability adjustments, net of income taxes | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense (equity classified) | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to an entity under common control | — | — | ( | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Accrued dividends related to redeemable preferred units | — | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Common shares held by a subsidiary (See Note 9) | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Other, net | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
5
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (Continued) (In thousands) (Unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Class A Common Stock | Class B Common Stock | Paid-in Capital | Accumulated Deficit | Treasury Stock | Accumulated Other Comprehensive Loss | Total Optimum Communications Stockholders' Deficiency | Non-controlling Interests | Total Deficiency | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||
| Net loss attributable to Optimum Communications stockholders | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Pension liability adjustments, net of income taxes | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense (equity classified) | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Other, net | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||
| Net loss attributable to Optimum Communications stockholders | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Pension liability adjustments, net of income taxes | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense (equity classified) | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Other, net | — | ( | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
6
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Indefinite-lived cable franchise rights impairment | |||||||||||
| Loss (gain) on investments, sale of assets or sale of affiliate interests | ( | ||||||||||
| Loss on extinguishment of debt and write-off of deferred financing costs | |||||||||||
| Amortization of deferred financing costs and discounts (premiums) on indebtedness | |||||||||||
| Share-based compensation expense | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Decrease in right-of-use assets | |||||||||||
| Non-cash exchange of shares for redeemable preferred units | |||||||||||
| Allowance for credit losses | |||||||||||
| Other | |||||||||||
| Change in operating assets and liabilities, net of effects of acquisitions and dispositions: | |||||||||||
| Accounts receivable, trade | ( | ||||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Amounts due from and due to affiliates | ( | ||||||||||
| Accounts payable and accrued liabilities | ( | ||||||||||
| Interest payable | ( | ||||||||||
| Deferred revenue | |||||||||||
| Interest rate swap contracts | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Payments for acquisitions, net of cash acquired | ( | ||||||||||
| Proceeds related to sale of equipment, net of costs of disposal | |||||||||||
| Other, net | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from long-term debt | |||||||||||
| Repayment of debt | ( | ( | |||||||||
| Principal payments on finance lease obligations | ( | ( | |||||||||
| Additions to deferred financing costs | ( | ||||||||||
| Proceeds from issuance of redeemable preferred units, net | |||||||||||
| Distributions to noncontrolling interests | ( | ||||||||||
| Other, net | ( | ( | |||||||||
| Net cash provided by financing activities | |||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Effect of exchange rate changes on cash and cash equivalents | |||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash at beginning of year | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
7
| CSC HOLDINGS, LLC AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except unit amounts) | |||||||||||
June 30, 2026 (Unaudited) | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
Accounts receivable, trade (less allowance for credit losses of $ | |||||||||||
Prepaid expenses and other current assets ($ | |||||||||||
| Total current assets | |||||||||||
Property, plant and equipment, net of accumulated depreciation of $ | |||||||||||
| Right-of-use operating lease assets | |||||||||||
| Other assets | |||||||||||
Amortizable intangibles, net of accumulated amortization of $ | |||||||||||
| Indefinite-lived cable franchise rights | |||||||||||
| Goodwill | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND MEMBER'S DEFICIENCY | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Interest payable | |||||||||||
| Accrued employee related costs | |||||||||||
| Deferred revenue | |||||||||||
| Notes payable to affiliate (Note 13) | |||||||||||
| Debt | |||||||||||
Other current liabilities ($ | |||||||||||
| Total current liabilities | |||||||||||
| Other liabilities | |||||||||||
| Deferred tax liability | |||||||||||
| Right-of-use operating lease liability | |||||||||||
| Long-term debt, net of current maturities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 14) | |||||||||||
| Redeemable preferred units | — | ||||||||||
Member's deficiency ( | ( | ( | |||||||||
| Accumulated other comprehensive income | |||||||||||
| Total member's deficiency | ( | ( | |||||||||
| Noncontrolling interests | |||||||||||
| Total deficiency | ( | ( | |||||||||
| Total liabilities and member's deficiency | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
8
CSC HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Programming and other direct costs | |||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||
| Restructuring, impairments and other operating items (See Note 7) | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Gain (loss) on investments and sale of affiliate interests | ( | ( | |||||||||||||||||||||
| Gain (loss) on interest rate swap contracts, net | ( | ||||||||||||||||||||||
| Loss on extinguishment of debt and write-off of deferred financing costs | ( | ( | ( | ||||||||||||||||||||
| Other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| ( | ( | ( | ( | ||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax benefit | |||||||||||||||||||||||
| Net loss | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net loss attributable to CSC Holdings, LLC sole member | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
See accompanying notes to consolidated financial statements.
9
CSC HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Defined benefit pension plans | |||||||||||||||||||||||
| Applicable income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Defined benefit pension plans, net of income taxes | |||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||
| Comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive loss attributable to CSC Holdings, LLC sole member | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
See accompanying notes to consolidated financial statements.
10
CSC HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF MEMBER'S DEFICIENCY
(In thousands)
(Unaudited)
| Member's Deficiency | Accumulated Other Comprehensive Income | Total Member's Deficiency | Noncontrolling Interests | Total Deficiency | |||||||||||||||||||||||||
| Balance at January 1, 2026 | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||
| Net loss attributable to CSC Holdings, LLC sole member | ( | — | ( | — | ( | ||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | — | — | — | ||||||||||||||||||||||||||
| Pension liability adjustments, net of income taxes | — | — | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | |||||||||||||||||||||||||||
| Share-based compensation expense (equity classified) | — | — | |||||||||||||||||||||||||||
| Distributions to an entity under common control | ( | — | ( | — | ( | ||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||
| Net loss attributable to CSC Holdings, LLC sole member | ( | — | ( | — | ( | ||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | — | — | — | ||||||||||||||||||||||||||
| Pension liability adjustments, net of income taxes | — | — | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | ( | ( | — | ( | ||||||||||||||||||||||||
| Share-based compensation expense (equity classified) | — | — | |||||||||||||||||||||||||||
| Optimum shares held by a subsidiary (Note 9) | ( | — | ( | — | ( | ||||||||||||||||||||||||
| Accrued dividends related to redeemable preferred units | ( | — | ( | — | ( | ||||||||||||||||||||||||
| Distributions to an entity under common control | ( | — | ( | — | ( | ||||||||||||||||||||||||
| Other | ( | — | ( | — | ( | ||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||
See accompanying notes to consolidated financial statements.
11
CSC HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF MEMBER'S DEFICIENCY (Continued)
(In thousands)
(Unaudited)
| Member's Deficiency | Accumulated Other Comprehensive Loss | Total Member's Deficiency | Noncontrolling Interests | Total Deficiency | |||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Net loss attributable to CSC Holdings, LLC sole member | ( | — | ( | — | ( | ||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | — | — | — | ||||||||||||||||||||||||||
| Pension liability adjustments, net of income taxes | — | ( | ( | — | ( | ||||||||||||||||||||||||
| Foreign currency translation adjustment | — | ( | ( | — | ( | ||||||||||||||||||||||||
| Share-based compensation expense (equity classified) | — | — | |||||||||||||||||||||||||||
| Cash distributions to parent | ( | — | ( | — | ( | ||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Net income attributable to CSC Holdings, LLC sole member | ( | — | ( | — | ( | ||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | — | — | — | ||||||||||||||||||||||||||
| Pension liability adjustments, net of income taxes | — | — | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | |||||||||||||||||||||||||||
| Share-based compensation expense (equity classified) | — | — | |||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | ( | ( | ||||||||||||||||||||||||
| Distributions to parent | ( | — | ( | — | ( | ||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
See accompanying notes to consolidated financial statements.
12
CSC HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Indefinite-lived cable franchise rights impairment | |||||||||||
| Loss (gain) on investments, sale of assets or sale of affiliate interests | ( | ||||||||||
| Loss on extinguishment of debt and write-off of deferred financing costs | |||||||||||
| Amortization of deferred financing costs and discounts (premiums) on indebtedness | |||||||||||
| Share-based compensation expense | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Decrease in right-of-use assets | |||||||||||
| Non-cash exchange of shares for redeemable preferred units | |||||||||||
| Allowance for credit losses | |||||||||||
| Other | |||||||||||
| Change in operating assets and liabilities, net of effects of acquisitions and dispositions: | |||||||||||
| Accounts receivable, trade | ( | ||||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Amounts due from and due to affiliates | ( | ||||||||||
| Accounts payable and accrued liabilities | ( | ||||||||||
| Interest payable | ( | ||||||||||
| Deferred revenue | |||||||||||
| Interest rate swap contracts | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Payments for acquisitions, net of cash acquired | ( | ||||||||||
| Proceeds related to sale of equipment, net of costs of disposal | |||||||||||
| Other, net | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from long-term debt | |||||||||||
| Repayment of debt | ( | ( | |||||||||
| Distributions to parent | ( | ||||||||||
| Principal payments on finance lease obligations | ( | ( | |||||||||
| Additions to deferred financing costs | ( | ||||||||||
| Proceeds from issuance of redeemable preferred units, net | |||||||||||
| Distributions to noncontrolling interests | ( | ||||||||||
| Other, net | ( | ( | |||||||||
| Net cash provided by financing activities | |||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Effect of exchange rate changes on cash and cash equivalents | |||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash at beginning of year | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
13
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share, unit and per share amounts)
(Unaudited)
NOTE 1. DESCRIPTION OF BUSINESS AND RELATED MATTERS
The Company and Related Matters
Optimum Communications, Inc. ("Optimum Communications") was incorporated in Delaware on September 14, 2015. Optimum Communications is majority-owned by Patrick Drahi through Next Alt S.à r.l. ("Next Alt"). Patrick Drahi also controls Altice Group Lux S.à r.l., formerly Altice Europe N.V. ("Altice Europe") and its subsidiaries and other entities.
Optimum Communications, through CSC Holdings, LLC (a wholly-owned subsidiary of Cablevision Systems Corporation) and its consolidated subsidiaries ("CSC Holdings", and collectively with Optimum Communications, the "Company", "we", "us" and "our"), principally delivers broadband, video, and telephony services to residential and business customers, as well as proprietary content and advertising services in the United States. We market our residential services under the Optimum brand and provide enterprise services under the Lightpath and Optimum Business brands. In addition, we offer a full service mobile offering to consumers across our footprint. As these businesses are managed on a consolidated basis, we classify our operations in one segment.
The accompanying consolidated financial statements ("consolidated financial statements") of Optimum Communications include the accounts of Optimum Communications and its majority-owned subsidiaries and the accompanying consolidated financial statements of CSC Holdings include the accounts of CSC Holdings and its majority-owned subsidiaries. The consolidated balance sheets and statements of operations of Optimum Communications are essentially identical to the consolidated balance sheets and statements of operations of CSC Holdings, except for the assets and liabilities and results of operations associated with the wholly-owned subsidiary of Optimum Communications that provides insurance coverage to CSC Holdings ("Captive"), as well as additional cash and deferred tax liabilities at Optimum Communications. Additionally, CSC Holdings and its subsidiaries have certain intercompany receivables from and payables to Optimum Communications.
The combined notes to the consolidated financial statements relate to the Company, which, except as noted, are essentially identical for Optimum Communications and CSC Holdings. All significant intercompany transactions and balances between Optimum Communications and its respective consolidated subsidiaries are eliminated in Optimum Communications' consolidated financial statements. All significant intercompany transactions and balances between CSC Holdings and its respective consolidated subsidiaries are eliminated in CSC Holdings' consolidated financial statements. Intercompany transactions between Optimum Communications and CSC Holdings are not eliminated in the CSC Holdings consolidated financial statements, but are eliminated in the Optimum Communications consolidated financial statements.
NOTE 2. BASIS OF PRESENTATION
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 included in our Annual Report on Form 10-K for the year ended December 31, 2025.
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, 2026.
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
14
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share, unit and per share amounts)
(Unaudited)
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 10 for a discussion of fair value estimates.
Reclassifications
Certain reclassifications have been made to the 2025 amounts to conform to the 2026 presentation.
Going Concern
The consolidated financial statements have been prepared in accordance with generally accepted accounting principles on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, we have evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.
As reflected on the consolidated financial statements, as of June 30, 2026, we had cash and cash equivalents of $1,296,270 , and we had principal amounts of debt of $4,122,500 maturing in April 2027 and $2,225,000 maturing in July 2027. Our ability to address these maturities depends on our ability to successfully refinance, restructure or otherwise extend such indebtedness or to raise additional capital to repay the indebtedness.
Because we do not currently have committed financing or cash and cash equivalents combined with projected future cash flows sufficient to satisfy the foregoing debt maturities arising within one year after the date these consolidated financial statements are issued, substantial doubt exists about our ability to continue as a going concern within one year after the date these consolidated financial statements are issued. While management is pursuing efforts to refinance or restructure the Company’s debt, or to raise additional capital sufficient to satisfy these debt maturities, there is no assurance these efforts will be successful.
The consolidated financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we not continue as a going concern.
NOTE 3. ACCOUNTING STANDARDS
Recently Issued But Not Yet Adopted Accounting Pronouncements
ASU No. 2025-11, Interim Reporting (Topic 270)—Narrow-Scope Improvements
In December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The update is intended to improve the navigability of interim reporting guidance and clarify the required disclosures for interim periods. Key amendments include the establishment of a comprehensive list of required interim disclosures within Topic 270 and the introduction of a disclosure principle requiring an entity to disclose events occurring since the most recent annual reporting period that have a material impact on the entity.
The amendments also clarify the form and content requirements for condensed financial statements, including specific significance thresholds for financial statement captions. The ASU becomes effective for us for interim periods beginning January 1, 2028, with early adoption permitted. We are currently evaluating the impact that the adoption of this guidance will have on our consolidated financial statements and related disclosures.
ASU No. 2025-06 Intangibles—Goodwill and Other—Internal-Use Software
In September 2025, the FASB issued ASU 2025-06 Intangibles—Goodwill and Other—Internal-Use Software related to accounting for internal-use software costs. The amendments in this update improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. ASU 2025-06 becomes effective for us on January 1, 2028, though early adoption is
15
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share, unit and per share amounts)
(Unaudited)
permitted. We are currently evaluating the impact of adopting ASU 2025-06 on our consolidated financial statements and related disclosures.
ASU No. 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
In November 2024, the FASB issued ASU No. 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which requires disaggregated disclosures of certain categories of expenses on an annual and interim basis. ASU 2024-03 becomes effective for us for annual reporting periods beginning January 1, 2027, and interim reporting periods beginning January 1, 2028. We are currently evaluating the impact of adopting ASU 2024-03 on our consolidated financial statements and related disclosures, but we expect the adoption will result in additional disaggregation of expense captions within our footnote disclosures.
NOTE 4. REVENUE
The following table presents the composition of revenue:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Residential: | |||||||||||||||||||||||
| Broadband | $ | $ | $ | $ | |||||||||||||||||||
| Video | |||||||||||||||||||||||
| Telephony | |||||||||||||||||||||||
| Mobile | |||||||||||||||||||||||
| Residential revenue | |||||||||||||||||||||||
| Business services and wholesale | |||||||||||||||||||||||
| News and advertising | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
We are assessed non-income related taxes by governmental authorities, including franchising authorities (generally under multi-year agreements), and collect such taxes from our customers. In instances where the tax is being assessed directly on us, amounts paid to the governmental authorities are recorded as programming and other direct costs and amounts received from the customers are recorded as revenue. For the three and six months ended June 30, 2026, the amount of franchise fees and certain other taxes and fees included as a component of revenue aggregated $48,325 and $97,572 , respectively. For the three and six months ended June 30, 2025, the amount of franchise fees and certain other taxes and fees included as a component of revenue aggregated $50,585 and $102,155 , respectively.
Customer Contract Costs
Deferred enterprise sales commission costs are included in other current and noncurrent assets in the consolidated balance sheet and totaled $21,866 and $21,397 as of June 30, 2026 and December 31, 2025, respectively.
Concentration of Credit Risk
We did not have a single customer that represented 10 10
16
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share, unit and per share amounts)
(Unaudited)
NOTE 5. NET INCOME (LOSS) PER SHARE
Basic net income (loss) per common share attributable to Optimum Communications stockholders is computed by dividing net income (loss) attributable to Optimum Communications stockholders by the weighted average number of common shares outstanding during the period. Diluted income per common share attributable to Optimum Communications stockholders reflects the dilutive effects of stock options, restricted stock, restricted stock units, and deferred cash-denominated awards. For awards that are performance based, the dilutive effect is reflected upon the achievement of the performance criteria.
The Preferred Units outstanding as of June 30, 2026 have cumulative, non-forfeitable rights to dividends. The net loss attributable to common shareholders for the three and six months ended June 30, 2026 was increased by the amount of preferred dividends accumulated for the respective periods.
The holders of the Preferred Units have no contractual obligation to share in the losses of the Company. Accordingly, no allocation of the net loss was allocated to the Preferred Units under the two-class method.
The following table presents the reconciliation of the numerators and denominators used in the basic and diluted net loss per common share calculations for the three and six months ended June 30, 2026, and 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net loss attributable to Optimum Communications stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Accrued dividends on Redeemable Preferred Units | ( | — | ( | — | |||||||||||||||||||
| Adjusted net loss attributable to Optimum Communications stockholders | ( | ( | ( | ( | |||||||||||||||||||
| Weighted-average common shares outstanding — basic and diluted | |||||||||||||||||||||||
| Net loss per common share: | |||||||||||||||||||||||
| Basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
For the three and six months ended June 30, 2026, and 2025, we were in a net loss position. Accordingly, the inclusion of shares of incremental potential common stock from options, restricted stock units, and cash denominated performance awards were excluded from the computation of diluted loss per share because their effect would have been anti-dilutive. As a result, basic and diluted loss per share are identical for the periods presented.
CSC Holdings
Net income (loss) per membership unit for CSC Holdings is not presented since CSC Holdings is a limited liability company and a wholly-owned subsidiary of Optimum Communications.
17
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share, unit and per share amounts)
(Unaudited)
NOTE 6. SUPPLEMENTAL CASH FLOW INFORMATION
Our non-cash investing and financing activities and other supplemental data were as follows:
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Non-Cash Investing and Financing Activities: | |||||||||||
| Optimum Communications and CSC Holdings: | |||||||||||
| Capital expenditures accrued but unpaid | $ | $ | |||||||||
| Vendor financed capital additions | — | ||||||||||
| Right-of-use assets acquired in exchange for finance lease obligations | |||||||||||
| Optimum Communications common stock acquired by subsidiary in exchange for redeemable preferred units | — | ||||||||||
| Accrued but unpaid dividends on redeemable preferred units | — | ||||||||||
| Supplemental Data: | |||||||||||
| Optimum Communications and CSC Holdings: | |||||||||||
| Cash interest paid | |||||||||||
| Income taxes paid, net | |||||||||||
| CSC Holdings: | |||||||||||
| Cash interest paid relating to a note payable to Captive (see Note 13) | |||||||||||
Reconciliation of cash, cash equivalents and restricted cash:
| June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Optimum Communications: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash, short-term (see Note 9) | |||||||||||
| Restricted cash, long-term, included within the line item “other assets” | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
| June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| CSC Holdings: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash, short-term (see Note 9) | |||||||||||
| Restricted cash, long-term, included within the line item “other assets” | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
18
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share, unit and per share amounts)
(Unaudited)
NOTE 7. RESTRUCTURING, IMPAIRMENTS AND OTHER OPERATING ITEMS
Our restructuring, impairments and other operating items are comprised of the following:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Impairment charge (a) | $ | $ | $ | $ | |||||||||||||||||||
| Non-cash exchange of shares for redeemable preferred units (b) | — | — | |||||||||||||||||||||
| Transaction costs related to certain transactions not related to our operations and other | |||||||||||||||||||||||
| Contractual payments for terminated employees | |||||||||||||||||||||||
| Litigation settlements and contract termination costs (c) | ( | ||||||||||||||||||||||
| Impairment of right-of-use operating lease assets | |||||||||||||||||||||||
| Facility realignment costs | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
(a)See Note 8 for a discussion of the impairment charge related to our indefinite-lived cable franchise rights.
(b)See Note 9 for a discussion of the Private Exchange Transaction.
(c)Amounts reflect estimated amounts for certain legal matters, including adjustments to these estimates, and costs to early terminate contracts with vendors.
NOTE 8. GOODWILL AND INTANGIBLE ASSETS
Our amortizable intangible assets primarily consist of customer relationships acquired pursuant to business combinations and represent the value of the business relationship with those customers.
The following table summarizes information relating to our acquired amortizable intangible assets:
As of June 30, 2026 | As of December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Estimated Useful Lives | |||||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Trade names | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other amortizable intangibles | ( | ( | |||||||||||||||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||
Amortization expense for the three and six months ended June 30, 2026 aggregated $59,406 and $120,981 , respectively, and $72,319 and $146,389 for the three and six months ended June 30, 2025.
The carrying amount of indefinite-lived cable television franchises and goodwill is presented below:
| Indefinite-lived Cable Franchise Rights | Goodwill | ||||||||||
| Balance as of December 31, 2025 | $ | $ | |||||||||
| Impairment charge | ( | ||||||||||
| Balance as of June 30, 2026 | $ | $ | |||||||||
19
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share, unit and per share amounts)
(Unaudited)
Impairment Tests
Goodwill and the value of indefinite-lived cable franchises acquired in business combinations are not amortized. Rather, such assets are tested for impairment annually as of October 1, or whenever events or changes in circumstances indicate that it is more likely than not that the assets may be impaired. A deterioration in the Company’s operating performance, projected future performance or broader macro-economic conditions could be a triggering event that would require testing and may result in an impairment charge prior to the annual testing date.
During the three months ended March 31, 2026, we updated our annual long-term plan, which reflected a decline in estimated future cash flows. Management concluded that this was a triggering event and a quantitative impairment test of our indefinite-lived cable franchise rights and goodwill was performed as of March 31, 2026.
As a result of our quantitative impairment test, we recorded a non-cash impairment charge of $2,700,000 related to our indefinite-lived cable franchise rights during the three months ended March 31, 2026. These intangible assets represent contractual rights to operate cable systems in specific geographic areas. The decline in the estimated fair value of our indefinite-lived franchise rights was attributable to updated long-term financial projections, that reflected a reduction in estimated future cash flows as a result of increased investment in our fiber network and the sustained competitive environment and macroeconomic conditions. The impairment analysis was conducted using a discounted cash flow methodology, which incorporated updated projections of future cash flows, growth rates, and discount rates consistent with current market assumptions. If we experience a significant shortfall in cash flows from new customers, then we may incur future non-cash impairment charges on our indefinite-lived cable franchise rights. This charge is included in "Restructuring, impairments and other operating items" in the consolidated statement of operations and did not impact our cash flow or liquidity. As the carrying value of our franchise rights represent fair value, any reduction in the fair value of these rights would result in an additional impairment charge. A hypothetical 10% reduction in the fair value of our franchise rights would result in an additional impairment charge of approximately $890,000 .
In connection with the quantitative test performed on goodwill during the three months ended March 31, 2026, we concluded the estimated fair value of our Telecommunications reporting unit exceeded its carrying value and no impairment was recorded.
20
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share, unit and per share amounts)
(Unaudited)
NOTE 9. DEBT AND REDEEMABLE PREFERRED UNITS
The following table provides details of our outstanding debt:
Interest Rate at June 30, 2026 | June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||
| Date Issued | Maturity Date | Principal Amount | Carrying Amount (a) | Principal Amount | Carrying Amount (a) | |||||||||||||||||||||||||||||||||
| CSC Holdings Senior Notes: | ||||||||||||||||||||||||||||||||||||||
| October 18, 2018 | April 1, 2028 | % | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| November 27, 2018 | April 1, 2028 | % | ||||||||||||||||||||||||||||||||||||
| July 10 and October 7, 2019 | January 15, 2030 | % | ||||||||||||||||||||||||||||||||||||
| June 16 and August 17, 2020 | December 1, 2030 | % | ||||||||||||||||||||||||||||||||||||
| May 13, 2021 | November 15, 2031 | % | ||||||||||||||||||||||||||||||||||||
| CSC Holdings Senior Guaranteed Notes: | ||||||||||||||||||||||||||||||||||||||
| September 23, 2016 | April 15, 2027 | % | ||||||||||||||||||||||||||||||||||||
| January 29, 2018 | February 1, 2028 | % | ||||||||||||||||||||||||||||||||||||
| January 31, 2019 | February 1, 2029 | % | ||||||||||||||||||||||||||||||||||||
| June 16, 2020 | December 1, 2030 | % | ||||||||||||||||||||||||||||||||||||
| August 17, 2020 | February 15, 2031 | % | ||||||||||||||||||||||||||||||||||||
| May 13, 2021 | November 15, 2031 | % | ||||||||||||||||||||||||||||||||||||
| April 25, 2023 | May 15, 2028 | % | ||||||||||||||||||||||||||||||||||||
| January 25, 2024 | January 31, 2029 | % | ||||||||||||||||||||||||||||||||||||
| CSC Holdings Restricted Group Credit Facility: | ||||||||||||||||||||||||||||||||||||||
| Revolving Credit Facility (b) | July 13, 2027 | % | ||||||||||||||||||||||||||||||||||||
| Incremental Term Loan B-5 (c) | April 15, 2027 | % | ||||||||||||||||||||||||||||||||||||
| UnSub Group Credit Facility: | ||||||||||||||||||||||||||||||||||||||
| November 25, 2025 | November 25, 2028 | % | ||||||||||||||||||||||||||||||||||||
| NYC ABS Receivables Facility Loan: | ||||||||||||||||||||||||||||||||||||||
| July 16, 2025 | January 16, 2031 | — | — | |||||||||||||||||||||||||||||||||||
Lightpath Secured Fiber Network Revenue Notes (d): | ||||||||||||||||||||||||||||||||||||||
| March 3, 2026 | March 25, 2031 | % | — | — | ||||||||||||||||||||||||||||||||||
| March 3, 2026 | March 25, 2031 | % | — | — | ||||||||||||||||||||||||||||||||||
| — | — | |||||||||||||||||||||||||||||||||||||
| Lightpath Senior Notes (e): | ||||||||||||||||||||||||||||||||||||||
| September 29, 2020 | September 15, 2028 | |||||||||||||||||||||||||||||||||||||
| Lightpath Senior Secured Notes (e): | ||||||||||||||||||||||||||||||||||||||
| September 29, 2020 | September 15, 2027 | |||||||||||||||||||||||||||||||||||||
| Lightpath Term Loan(e) | November 30, 2027 | |||||||||||||||||||||||||||||||||||||
| Finance lease obligations | ||||||||||||||||||||||||||||||||||||||
| Less: current maturities | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Long-term debt | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
(a)The carrying amount is net of the unamortized deferred financing costs and discounts/premiums, as applicable.
21
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share, unit and per share amounts)
(Unaudited)
(b)At June 30, 2026, $174,799 of the revolving credit facility was restricted for certain letters of credit issued on our behalf and $75,201 of the $2,475,000 facility was undrawn and available, subject to covenant limitations. The revolving credit facility bears interest at a rate of Secured Overnight Financing Rate ("SOFR") (plus a credit adjustment spread of 0.10%) plus 2.25 % per annum.
(c)Incremental Term Loan B-5 requires quarterly installments of $7,500 and bore interest at a rate equal to Synthetic USD London Interbank Offered Rate ("LIBOR") plus 2.50 % per annum through March 31, 2025. Thereafter, we are required to pay interest at a rate equal to the alternate base rate (“ABR”), plus the applicable margin, where the ABR is the greater of (x) prime rate or (y) the federal funds effective rate plus 50 basis points, and the applicable margin for any ABR loan is 1.50 % per annum.
(d)At June 30, 2026, $6,288 of a $100,000 Variable Funding Note available to Lightpath was restricted for certain letters of credit issued on its behalf. The remaining $93,712 was undrawn, subject to covenant limitations.
(e)Repaid with proceeds from the Lightpath Secured Fiber Network Revenue Notes (see discussion below).
For financing purposes, we have three debt silos: CSC Holdings, the UnSub Group (defined below) and Lightpath. The CSC Holdings silo is structured as a restricted group (the "CSC Holdings Restricted Group") and an unrestricted group, which includes Cablevision Litchfield, LLC ("Cablevision Litchfield"), CSC Optimum Holdings, LLC ("CSC Optimum") and certain subsidiaries of CSC Holdings designated as "unrestricted subsidiaries" for the purposes of the CSC Holdings silo (collectively, the "UnSub Group"). The CSC Holdings Restricted Group is comprised of CSC Holdings and its wholly-owned operating subsidiaries, excluding Lightpath and the UnSub Group). The CSC Holdings Restricted Group is subject to the covenants and restrictions of CSC Holdings' credit facility and indentures governing the notes issued by CSC Holdings. The Lightpath silo includes substantially all of Lightpath's operating subsidiaries which are subject to the covenants and restrictions of the secured fiber network revenue notes issued by Lightpath. The UnSub Group is subject to the covenants and restrictions of the UnSub Group Facility.
UnSub Group Credit Facility
On November 25, 2025, Cablevision Litchfield and CSC Optimum, each an indirect wholly-owned subsidiary of the Company, entered into a Credit Agreement (the "Initial UnSub Group Credit Facility"), by and among Cablevision Litchfield and CSC Optimum, each as a borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. The Initial UnSub Group Credit Facility provided for, among other things, initial term loans in an aggregate principal amount of $2,000,000 (the "Initial UnSub Group Credit Facility Loans"). The Initial UnSub Group Credit Facility Loans were used to repay in full the Incremental Term Loan B-7 under the CSC Credit Facilities.
On January 12, 2026, Cablevision Litchfield and CSC Optimum entered into an Amended and Restated Credit Agreement (the "A&R UnSub Credit Agreement"), by and among Cablevision Litchfield and CSC Optimum, each as a borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. The A&R UnSub Credit Agreement provided for, among other things, incremental term loans in an aggregate principal amount of $1,100,000 (the "Incremental UnSub Credit Facility Loans" and, together with the Initial UnSub Group Credit Facility Loans, the "Credit Facility Loans"). Effective February 11, 2026, Cablevision Funding joined the A&R UnSub Credit Agreement as borrower under solely the Incremental UnSub Credit Facility Loans. The A&R UnSub Credit Agreement amended and restated the Initial UnSub Group Credit Facility in its entirety (as so amended and restated, the "UnSub Group Credit Facility"). The Incremental UnSub Credit Facility Loans were used to repay Receivables Facility Loan and Security Agreement, dated as of July 16, 2025 (the “NYC ABS Loan and Security Agreement”), by and among Cablevision Funding LLC, Cablevision SPE Guarantor LLC, the other loan parties party thereto from time to time, each of the financial institutions from time to time party thereto as lenders, Alter Domus (US) LLC, as administrative agent, Citibank, N.A., as Account Bank (as defined therein), Citibank, N.A., as collateral agent, and Goldman Sachs Bank USA and TPG Angelo Gordon, as structuring agents, and pay certain costs associated with the transactions. The remaining proceeds were used for other general corporate purposes. The UnSub Group Credit Facility Loans will (i) mature on November 25, 2028, (ii) accrue interest at a fixed rate per annum equal to 9.0 %, and (iii) not amortize.
The Unsub Group entered into a Second Amended and Restated Credit Agreement, dated as of July 6, 2026 (the “Second A&R UnSub Credit Agreement”). The Second A&R UnSub Credit Agreement provides for, among other things, an incremental term loan commitment in an aggregate principal amount of $250,000 . The loans made pursuant to such incremental term loan commitment on July 6, 2026 (the “UnSub Incremental Term Loan”) have substantially similar terms as the term loans that have been outstanding under the A&R UnSub Credit Agreement,
22
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share, unit and per share amounts)
(Unaudited)
which term loans will remain outstanding under the Second A&R UnSub Credit Agreement, and will (i) mature on November 25, 2028, (ii) accrue interest at a fixed rate per annum equal to 9.0 % and (iii) not amortize. In connection with this transaction, we incurred additional deferred financing costs of $13,760 . The proceeds are expected to be used for general corporate purposes.
Lightpath Secured Fiber Network Revenue Notes
On March 3, 2026, Cablevision Lightpath LLC ("Lightpath") refinanced all of its outstanding indebtedness through an asset‑backed securitization ("ABS") transaction. In connection with the refinancing, Lightpath repaid in full and terminated all prior debt facilities, including its senior notes due 2028, senior secured notes due 2027 and its term loan facility balance previously outstanding. Upon repayment, all liens and guarantees associated with this indebtedness were released and all commitments were terminated.
The refinancing was executed through the issuance by Lightpath Fiber Issuer LLC (the “Issuer”) of Secured Fiber Network Revenue Notes, Series 2026‑1 (the "Series 2026‑1 Notes"). The Issuer is a newly formed, wholly owned and bankruptcy-remote indirect subsidiary of Lightpath.
The notes consist of $1,527,000 in aggregate principal amount of Series 2026-1, Class A-2 Notes (the "Class A-2 Notes") and $130,000 in aggregate principal amount of Series 2026-1, Class B Notes (the "Class B Notes"). The Class A-2 Notes bear interest at a rate of 5.597 %, and the Class B Notes bear interest at a rate of 5.890 %. Deferred financing costs incurred with the issuance of these notes amounted to $25,281 .
In addition to the Series 2026-1 Notes, the Issuer also entered into a Variable Funding Note ("VFN") facility with a revolving commitment of up to $100,000 (expandable to $300,000 subject to conditions), and a Liquidity Funding Note facility of up to $45,000 , designed to support working capital and liquidity needs within the ABS structure.
Proceeds from the issuance of the Series 2026-1 Notes were used to repay all outstanding Lightpath indebtedness existing prior to the refinancing, fund required reserve accounts, including a liquidity reserve account, pay transaction fees, expenses, and other costs associated with the ABS issuance and general corporate purposes.
The Series 2026‑1 Term Notes are secured by substantially all of the fiber network assets and related customer agreements of Lightpath's asset‑owning securitized subsidiaries, which collectively serve as collateral for the securitization. The Notes are non‑recourse to Lightpath and its non‑securitized subsidiaries, other than through the guarantees provided within the ABS structure by the asset‑owning entities and Lightpath Fiber Guarantor LLC.
Interest on the Series 2026-1 Notes is fixed, payable monthly in arrears, beginning April 2026, and mature in March 2031. The securitization includes customary cash‑flow waterfalls, reserve accounts, financial covenants—including a senior debt service coverage ratio—and provisions for optional and mandatory prepayments.
Following this refinancing, Lightpath's revolving credit facility is no longer available, and borrowings will occur within the ABS structure through the Variable Funding Notes, subject to meeting required borrowing conditions. As of June 30, 2026, $6,288 of the available VFN facility was restricted for certain letters of credit issued on Lightpath's behalf.
Debt Compliance
As of June 30, 2026, CSC Holdings was in compliance with applicable financial covenants under its credit facility. Lightpath Fiber Issuer LLC was in compliance with applicable covenants under the Secured Fiber Network Revenue Notes. The UnSub Group Credit Facility and the respective indentures by which the senior guaranteed notes and senior notes were issued do not provide for any financial covenants.
23
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share, unit and per share amounts)
(Unaudited)
Loss on Extinguishment of Debt and the Write-off of Deferred Financing Costs
The following table provides a summary of the loss on extinguishment of debt and the write-off of deferred financing costs recorded:
| Six Months Ended June 30, 2026 | |||||
Repayment of NYC ABS receivables facility loan | $ | ||||
| Repayment of Lightpath's 5.625% Senior Notes, 3.875% Senior Secured Notes and Term Loan Facility | |||||
| $ | |||||
Summary of Debt Maturities
The future principal payments under our various debt obligations outstanding as of June 30, 2026, excluding finance lease obligations, are as follows:
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
Redeemable Preferred Unit Transactions
Private Placement of Redeemable Preferred Units
On May 29, 2026, CSC Investments II LLC ("CSC II"), an indirect wholly owned subsidiary of Optimum Communications, sold to certain institutional accredited investors newly issued Series A Preferred Units of CSC II (the “Preferred Units”) having an initial stated value of $300,000 for an aggregate purchase price of $300,000 (the “Private Placement Transaction”).
CSC II is an unrestricted subsidiary of CSC Holdings and a holding company for certain of CSC Holdings’ designated unrestricted subsidiaries, including Cablevision Litchfield, LLC, CSC Optimum Holdings, LLC, certain other subsidiaries of CSC Holdings designated as “unrestricted subsidiaries” for the purposes of the debt agreements of CSC Holdings and CSC Holdings’ interest in Cablevision Lightpath LLC.
Proceeds from the Private Placement Transaction were used for general corporate purposes, including to finance the Tender Offer (as defined below) and pay transaction expenses.
The Preferred Units are perpetual preferred interests in CSC II. Dividends are payable in cash or by compounding, at CSC II’s option. Cumulative dividends accrue on the stated value of the Preferred Units and are payable quarterly at a rate of 13.0 % per annum if paid in cash or 15.0 % if compounded. The dividend rate may increase by 2.0 % per annum upon the occurrence and during the continuance of certain triggering events.
The Preferred Units are redeemable by CSC II at any time at a redemption price (the “Redemption Price”) equal to the greater of (i) 100% of the then-current stated value and (ii) the amount necessary to result in an Applicable Minimum MOIC (as defined in the preferred unit agreement), in each case, plus the aggregate amount of accumulated and unpaid dividends that have not yet been paid in cash or compounded up to, but excluding, the redemption date.
The Preferred Units are subject to mandatory redemption upon the occurrence of (i) a sale of all or substantially all of CSC II and its subsidiaries, (ii) any insolvency, liquidation, dissolution or winding up of CSC II or its material subsidiaries (but not a change of control or insolvency, liquidation, dissolution or winding up of Optimum Communications or its subsidiaries (other than CSC II and its subsidiaries)) or (iii) a failure by CSC II to comply with the requirements of a sale demand made by holders of a majority of any Preferred Units that remain outstanding following the eighth anniversary of the issue date.
24
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share, unit and per share amounts)
(Unaudited)
The terms of the Preferred Units permit CSC II and its subsidiaries to incur indebtedness, subject to compliance with a consolidated total net debt ratio (excluding the Preferred Units or any senior equity) of 4.50x on a pro forma basis, and to incur senior or pari preferred equity subject to a consolidated total net debt and preferred equity ratio of 4.75x on a pro forma basis (which ratios decrease to 4.00x upon the occurrence of certain events) and certain other exceptions. In addition, upon the occurrence of certain triggering events, restrictions on specified payments or affiliate transactions will also apply.
Due to the existence of contingent redemption features that are not solely within the Company’s control, the Preferred Units are classified as temporary equity in the accompanying consolidated balance sheets. The carrying value is accreted to the redemption value, including the impact of compounding distributions, through charges to retained earnings (or, in the absence of retained earnings, additional paid-in capital).
Accretion of the Preferred Units’ redemption value and distributions reduce income available to common equity holders for purposes of earnings per share.
Private Exchange Transaction
On May 29, 2026, CSC II entered into an exchange transaction (the “Private Exchange Transaction”) with Next Alt and its affiliate, Next Partner, L.P. (“Next Partner” and, together with Next Alt, the “Next Entities”), certain members of Optimum Communications' board of directors and executive management. In the Private Exchange Transaction, CSC II issued additional Preferred Units having an initial stated value of $200,000 to Next Partner in exchange for 5,846,652 shares of Optimum Class A common stock, par value $0.01 per share (“Class A shares”) owned by Next Alt, and 74,153,348 shares of Optimum Class B common stock, par value $0.01 per share (“Class B shares”) owned by Next Alt, implying a price of $2.50 per common share, and Preferred Units having an aggregate initial stated value of $12,503 to such members of Optimum Communications' board of directors and executive management in exchange for 5.0 million Class A shares. Such exchanged common shares are held by CSC II and were not canceled.
As required by GAAP, the Company recognized an expense of $156,555 based on the closing price of the Company's common stock on the transaction date. The expense is included in restructuring, impairments and other operating items in the accompanying consolidated statement of operations. The shares held by CSC II are reflected as treasury shares on the consolidated balance sheet of Optimum Communications.
Next Alt is a personal holding company of Patrick Drahi, who is its controlling shareholder and a member of Optimum Communications’ board of directors. As of May 27, 2026, Next Alt beneficially owned approximately 39.6 % of the Company’s outstanding Class A shares and approximately 99.9 % of the Company’s outstanding Class B shares, representing in the aggregate approximately 94.0 % of the voting power of the Company. After giving effect to the Private Exchange Transaction, Next Alt beneficially owned approximately 27.8 % of the Company’s outstanding Class A shares and approximately 99.9 % of the Company’s outstanding Class B shares, representing in the aggregate approximately 90.5 % of the voting power of the Company.
NOTE 10. 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 our financial assets and financial liabilities that are measured at fair value on a recurring basis and their classification under the fair value hierarchy:
25
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share, unit and per share amounts)
(Unaudited)
| Fair Value Hierarchy | June 30, 2026 | December 31, 2025 | |||||||||||||||
| Assets: | |||||||||||||||||
| Money market funds (a) | Level I | $ | $ | ||||||||||||||
| Interest rate swap contracts | Level II | — | |||||||||||||||
| Liabilities: | |||||||||||||||||
| Interest rate swap contracts | Level II | ||||||||||||||||
| Contingent consideration related to acquisitions | Level III | ||||||||||||||||
(a)Money market funds at CSC Holdings amounted to $817,662 and $929,604 as of June 30, 2026 and December 31, 2025, respectively.
Our money market funds which are classified as cash equivalents are classified within Level I of the fair value hierarchy because they are valued using quoted market prices.
The interest rate swap contracts on our consolidated balance sheet at December 31, 2025 were 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, we have concluded that these instruments should be classified within Level II of the fair value hierarchy.
The fair value of the contingent consideration as of June 30, 2026 and December 31, 2025 related to certain acquisitions was determined using a probability assessment of the contingent payment for the respective periods.
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, Senior Notes, Senior Guaranteed Notes, Senior Secured Notes and Secured Fiber Network Revenue Notes
The fair values of each of our debt instruments are based on quoted market prices of these instruments.
UnSub Group Credit Facility and NYC ABS Receivables Facility Loan
The fair value of the UnSub Group Credit Facility and NYC ABS receivables facility loan are based on Level 3 inputs, as these facilities are not actively traded and were determined using a discounted cash flow ("DCF") model. This model estimates the present value of the expected future interest and principal payments under the terms of the UnSub Group Credit Facility and NYC ABS receivables facility loan.
The carrying values, estimated fair values, and classification under the fair value hierarchy of our financial instruments, excluding those that are carried at fair value in the accompanying consolidated balance sheets, are summarized below:
26
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share, unit and per share amounts)
(Unaudited)
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||
| Fair Value Hierarchy | Carrying Amount (a) | Estimated Fair Value | Carrying Amount (a) | Estimated Fair Value | |||||||||||||||||||||||||
| Credit facility debt | Level II | $ | $ | $ | $ | ||||||||||||||||||||||||
| Secured Fiber Network Revenue Notes | Level II | — | — | ||||||||||||||||||||||||||
| Senior guaranteed notes and senior secured notes | Level II | ||||||||||||||||||||||||||||
| Senior notes | Level II | ||||||||||||||||||||||||||||
| UnSub Group Credit Facility | Level III | ||||||||||||||||||||||||||||
NYC ABS receivables facility loan | Level III | — | — | ||||||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||||||||
(a)Amounts are net of unamortized deferred financing costs and discounts/premiums.
The table above excludes the estimated fair value of CSC Holding's note payable to Captive of $78,500 and $82,500 as of June 30, 2026 and December 31, 2025, respectively, as it is eliminated in the Optimum Communications consolidated financial statements (see Note 13). The carrying value of the note payable approximates fair value due to its short-term maturity (less than one year).
NOTE 11. INCOME TAXES
We use an estimated annual effective tax rate ("AETR") to measure the income tax expense or benefit recognized on a year-to-date basis in an interim period. In addition, certain items included in income tax expense as well as the tax impact of certain items included in pretax income 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.
Optimum Communications
For the three and six months ended June 30, 2026, we recorded a tax benefit of $38,671 and $83,779 on pre-tax loss of $320,800 and $3,242,884 , respectively, resulting in an effective tax rate that was lower than the U.S. statutory rate. The lower rate is primarily due to the nonrecognition for tax purposes of the intangible impairment charge recognized in the first quarter of 2026 and the expense related to the Private Exchange transaction recognized in the second quarter of 2026.
For the three and six months ended June 30, 2025, we recorded a tax benefit of $47,647 and $63,611 on pre-tax loss of $135,633 and $222,868 , respectively, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The higher rate is due to the impact of state tax expense, certain non-deductible expenses, and tax deficiencies on share-based compensation. As part of state tax expense, the rate increased in the three months ended June 30, 2025 due to a discrete adjustment of $6,823, primarily driven by the extension of the Connecticut Corporation Business Tax surcharge.
CSC Holdings
For the three and six months ended June 30, 2026, we recorded a tax benefit of $39,292 and $85,041 on pre-tax loss of $323,756 and $3,248,892 , respectively, resulting in an effective tax rate that was lower than the U.S. statutory rate. The lower rate is primarily due to the nonrecognition for tax purposes of the intangible impairment charge recognized in the first quarter of 2026 and the expense related to the Private Exchange transaction recognized in the second quarter of 2026.
For the three and six months ended June 30, 2025, we recorded a tax benefit of $48,760 and $65,212 on pre-tax loss of $141,778 and $231,947 , respectively, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The higher rate is due to the impact of state tax expense, certain non-deductible expenses, and tax deficiencies
27
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share, unit and per share amounts)
(Unaudited)
NOTE 12. SHARE-BASED COMPENSATION AND LONG-TERM INCENTIVE AWARDS
Share-Based Compensation
The following table presents share-based compensation expense and unrecognized compensation cost:
| Share-Based Compensation | Unrecognized Compensation Cost as of June 30, 2026 | ||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Awards issued pursuant to LTIP: | |||||||||||||||||||||||||||||
| Restricted share units | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Cash denominated performance awards | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
Restricted Share Units
The following table summarizes activity related to restricted share units granted to our employees:
| Number of Units | |||||
| Balance at December 31, 2025 | |||||
| Granted | |||||
| Vested | ( | ||||
| Forfeited | ( | ||||
Balance at June 30, 2026 | |||||
Cash Denominated Performance Awards
The following table summarizes activity related to cash denominated performance award granted to our employees:
| Number of Units | |||||
| Balance at December 31, 2025 | |||||
| Granted | |||||
| Vested | ( | ||||
| Forfeited | ( | ||||
Balance at June 30, 2026 | |||||
The cash denominated performance awards cliff vest in three years. The payout of these awards can range from 0% to 200 % of the target value based on our achievement of certain revenue and Adjusted EBITDA targets during a three year performance period. These awards will be settled in shares of our Class A common stock, or cash, at our option.
Lightpath Plan Awards
As of June 30, 2026, 649,665 Class A-1 management incentive units and 305,754 Class A-2 management incentive units ("Award Units") granted to certain employees of Lightpath were outstanding. Vested units will be redeemed upon a partial exit, a change in control or the completion of an initial public offering, as defined in the Lightpath Holdings LLC agreement. The grant date fair value of the Award Units outstanding aggregated $38,517 and will be expensed in the period in which a partial exit or a liquidity event is consummated.
28
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share, unit and per share amounts)
(Unaudited)
Long-Term Incentive Awards
Deferred Cash Award
NOTE 13. AFFILIATE AND RELATED PARTY TRANSACTIONS
Affiliate and Related Party Transactions
Optimum Communications is controlled by Patrick Drahi through Next Alt who also controls Altice Europe and other entities.
As the transactions discussed below were conducted between entities under common control by Mr. Drahi, amounts charged for certain services may not have represented amounts that might have been received or incurred if the transactions were based upon arm's length negotiations.
The following table summarizes the revenue and expenses related to services provided to or received from affiliates and related parties:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Programming and other direct costs | ( | ( | ( | ( | |||||||||||||||||||
| Other operating expenses, net | ( | ( | ( | ( | |||||||||||||||||||
| Operating expenses, net | ( | ( | ( | ( | |||||||||||||||||||
| Net charges | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
Revenue
We recognize revenue primarily from the sale of advertising to a related party.
Programming and Other Direct Costs
Programming and other direct costs include costs incurred for advertising services provided by a related party.
Other Operating Expenses, Net
Other operating expenses primarily include charges for services provided by certain subsidiaries of Altice Europe and other related parties, including costs for customer care services.
Capital Expenditures
Capital expenditures primarily include costs for equipment purchased and software development services provided by subsidiaries of Altice Europe.
29
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share, unit and per share amounts)
(Unaudited)
Aggregate amounts that were due from and due to affiliates and related parties are summarized below:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Due from: | |||||||||||
| Altice Europe | $ | $ | |||||||||
| Other affiliates and related parties | |||||||||||
| $ | $ | ||||||||||
| Due to: | |||||||||||
| Altice Europe | $ | $ | |||||||||
| Other affiliates and related parties | |||||||||||
| $ | $ | ||||||||||
Amounts due from affiliates presented in the table above represent amounts due for services provided to the respective related party. Amounts due to affiliates presented in the table above and included in other current liabilities in the accompanying balance sheets relate to the purchase of equipment, customer care services, and advertising services, as well as reimbursement for payments made on our behalf.
CSC Holdings Transactions with Optimum Communications
During the three and six months ended June 30, 2025, CSC Holdings made cash equity distribution payments to its parent of $1,191 , and $9,738 , respectively, and received non-cash equity contributions from its parent of $43
The following table provides intercompany balances and activity between CSC Holdings and Optimum Communications as of June 30, 2026 and for the year ended December 31, 2025:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Amounts due from Optimum Communications | $ | $ | |||||||||
| Amounts due from (due to) the Captive | ( | ||||||||||
| Note payable to the Captive | |||||||||||
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Interest expense on intercompany note payable to the Captive | $ | $ | |||||||||
In December 2025, we transferred our interest in i24 NEWS to an entity under common control, for cash consideration of $1,000 . In addition, we agreed to reimburse the buyer for certain liabilities incurred by the buyer, not to exceed $5,000 . The accompanying statement of stockholders' deficiency reflects distributions aggregating $4,907 related to this reimbursement.
NOTE 14. COMMITMENTS AND CONTINGENCIES
Legal Matters
On February 17, 2023, Touchstream Technologies, Inc. filed a patent infringement lawsuit, alleging infringement of certain patents directed to the use of a personal computing device, such as a mobile phone, to control playback of content on a separate display device, such as a TV. Touchstream’s allegation of infringement is based on a remote control and “Watch on TV” functionality previously available to customers through the Company’s Optimum and Optimum TV mobile applications for iPhone and Android devices. The suit, originally filed in the U.S. District Court for the Eastern District of Texas and later transferred to the U.S. District Court for the Eastern District of New York, is in discovery. Although the outcome of this matter cannot be predicted and the impact of the final resolution on our results of operations in a subsequent reporting period is not known, management does not believe that the resolution of the matter will have a material adverse effect on our operations or financial position or our ability to meet our financial obligations as they become due.
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OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share, unit and per share amounts)
(Unaudited)
On September 10, 2024, United States Technologies Communication Corp. d/b/a Netceed filed suit in the New York Supreme Court, New York County. Plaintiff asserts claims for declaratory judgment, breach of contract, and breach of the implied covenant of good faith and fair dealing for alleged violations of the parties’ services and sales agreements, and seeks compensatory damages, as set forth in the complaint. We deny the claims and intend to vigorously defend the lawsuit. On November 21, 2024, we filed a motion to dismiss in part plaintiff’s complaint, and on May 15, 2025, the Court issued a decision and order on the Company’s motion to dismiss, and dismissed certain causes of action. On June 12, 2025, the Company filed its answer, affirmative defenses, and counterclaim. Although the outcome of this matter cannot be predicted and the impact of the final resolution on our results of operations in a subsequent reporting period is not known, management does not believe that the resolution of the matter will have a material adverse effect on our operations or financial position or our ability to meet our financial obligations as they become due.
On June 9, 2026, Paul Berger as trustee for The Paul Berger Revocable Trust, directly on behalf of himself and all other similarly situated stockholders of Optimum Communications, Inc., filed a putative class action suit against Patrick Drahi, Dennis Mathew, Dexter Goei, Charles Stewart, Dennis Okhuijsen, Susan C. Schnabel, Raymond Svider, David Drahi, Mark Mullen, Marc Sirota, Michael Parker, Michael E. Olsen, Next Alt S.a.r.l., and Next Partner, L.P. and Optimum Communications, Inc. in connection with recently disclosed restructuring transactions, the Private Exchange Transaction, and the Tender Offer (as defined below). Plaintiff brings (1) a direct claim for breach of fiduciary duty against the Director defendants and Marc Sirota, (2) a derivative claim for breach of fiduciary duty against the controller defendants (Next Alt S.a.r.l., Next Partner, L.P., and Patrick Drahi), and (3) a derivative claim for breach of fiduciary duty against the director and officer defendants (excluding two directors). Plaintiff also moved for expedited proceedings, though withdrew that motion following the Company’s filing of supplemental disclosures. Plaintiff has until September 8, 2026 to file an amended complaint. Although the outcome of this matter cannot be predicted and the impact of the final resolution on our results of operations in a subsequent reporting period is not known, management does not believe that the resolution of the matter will have a material adverse effect on our operations or financial position or our ability to meet our financial obligations as they become due.
We also receive notices from third parties, and in some cases we are named as a defendant in lawsuits, claiming infringement of various patents or copyrights relating to various aspects of our businesses. In certain of these cases other industry participants are also defendants, and in certain of these cases we expect that some or all potential liability would be the responsibility of our vendors pursuant to applicable contractual indemnification provisions. In the event that we are found to infringe on any patent or other intellectual property rights, we may be subject to substantial damages or an injunction that could require us or our vendors to modify certain products and services we offer to our subscribers, as well as enter into royalty or license agreements with respect to the patents at issue. We are also party to various other lawsuits, disputes and investigations arising in the ordinary course of our business, some of which may involve claims for substantial damages, fines or penalties. Although the outcome of these matters cannot be predicted and the impact of the final resolution of these matters on our results of operations in a particular subsequent reporting period is not known, management does not believe that the resolution of these matters, individually, will have a material adverse effect on our operations or financial position or our ability to meet our financial obligations as they become due, but they could be material to our consolidated results of operations or cash flows for any one period.
NOTE 15. SEGMENT REPORTING
We principally deliver broadband, video, telephony and mobile services to residential and business customers, as well as proprietary content and advertising services in the United States. Our connectivity services are provided through a converged fixed and mobile network and key operating activities and resource allocation decisions are managed centrally. Our chief executive officer is the chief operating decision maker ("CODM"). Our CODM assesses performance and decides how to allocate resources based on our consolidated statements of operations. Our CODM manages the business on a consolidated basis such that we have a single operating segment. Our segment performance measure is consolidated net income (loss). The measure of segment assets is the Company's total consolidated assets which are reflected on our balance sheets.
The following table presents significant expenses that are not separately presented on the statements of operations that are reviewed by the CODM.
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OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share, unit and per share amounts)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Programming costs | $ | $ | 497,520 | $ | $ | ||||||||||||||||||
| Other direct costs (a) | |||||||||||||||||||||||
| Programming and other direct costs | $ | $ | $ | $ | |||||||||||||||||||
| Sales and marketing (d) | $ | $ | $ | $ | |||||||||||||||||||
| Network services | |||||||||||||||||||||||
| Other (b) | |||||||||||||||||||||||
| Other operating expenses (c) | $ | $ | $ | $ | |||||||||||||||||||
(a)Other direct costs include interconnection, call completion, circuit and transport fees paid to other telecommunication companies for the transport and termination of voice and data services. These costs also include franchise fees which are payable to the state governments and local municipalities where we operate. Additionally, these costs include the cost of media for advertising spots sold, the cost of mobile devices sold to our customers and direct costs of providing mobile services.
(b)Other operating expenses include costs related to our call center operations that handle customer inquiries and billing and collection activities, costs related to our information technology systems, costs related to our news and advertising business, as well as our Lightpath business, and various other operating costs such as share-based compensation, corporate overhead and facilities.
(c)Other operating expenses for CSC Holdings for the three and six months ended June 30, 2026 amounted to $657,640 and $1,319,610 , respectively, and include additional costs of $1,684 and $3,451 respectively, that were eliminated at Optimum Communications.
NOTE 16. SUPPLEMENTAL INFORMATION
For financing purposes, CSC Holdings is structured as a "Restricted Group" and an "Unrestricted Group." The Restricted Group was historically comprised of CSC Holdings and substantially all of its wholly-owned operating subsidiaries. These Restricted Group subsidiaries are subject to the covenants and restrictions of the CSC Holdings' Credit Facility and the indentures governing the notes issued by CSC Holdings. The Unrestricted Group includes certain designated subsidiaries and investments (the "Unrestricted Group") which are not subject to such covenants.
The composition of the Restricted Group was modified as a result of the NYC ABS transaction in July 2025 and an amendment to the CSC Holdings' Credit Facility in November 2025, which resulted in certain subsidiaries being re-designated as unrestricted subsidiaries. The financial information presented below reflects the current composition of the Restricted Group following these re-designations.
The financial information set forth below reflects the financial condition and results of operations of the Restricted Group, presented separately from the financial condition and results of operations of the Unrestricted Group. To provide a meaningful comparison of the current composition of the Restricted Group, the financial information as of and for the three and six months ended June 30, 2025 is presented on a pro forma basis as if the July 2025 designation and the November 2025 designation had, in each case, occurred on January 1, 2025.
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OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share, unit and per share amounts)
(Unaudited)
| CSC Holdings Restricted Group | |||||
| As of June 30, 2026 | |||||
| ASSETS | |||||
| Current assets | $ | ||||
| Long term assets | |||||
| Total assets | $ | ||||
| LIABILITIES AND MEMBER'S DEFICIENCY | |||||
| Current liabilities | $ | ||||
| Long-term debt | |||||
| Long-term liabilities | |||||
| Total liabilities | |||||
| Total member's deficiency | ( | ||||
| Total liabilities and member's deficiency | $ | ||||
| CSC Holdings Restricted Group | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses (a) | |||||||||||||||||||||||
| Operating income | ( | ( | |||||||||||||||||||||
| Other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax benefit | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(a)Includes an impairment charge related to our indefinite-lived cable franchise rights of $1,618,489 for the six months ended June 30, 2026.
NOTE 17. SUBSEQUENT EVENTS
Cash Tender Offer
In accordance with the terms and conditions of a tender offer by CSC II (the "Tender Offer") to purchase shares of Class A common stock of Optimum Communications from unaffiliated stockholders at a purchase price of $2.50 per share, in July 2026 CSC II purchased 120,000,000 shares for an aggregate purchase price of $300,000 , excluding fees and expenses related to the Tender Offer.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
This Form 10-Q contains statements that constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Act of 1934, as amended. In this Form 10-Q there are statements concerning our future operating results and future financial performance. Words such as "expects", "anticipates", "believes", "estimates", "may", "will", "should", "could", "potential", "continue", "intends", "plans" and similar words and terms used in the discussion of future operating results, future financial performance and future events identify forward-looking statements. Investors are cautioned that such forward-looking statements are not guarantees of future performance, results or events and involve risks and uncertainties and that actual results or developments may differ materially from the forward-looking statements as a result of various factors.
We operate in a highly competitive, consumer and technology driven and rapidly changing business that is affected by government regulation and economic, strategic, technological, political and social conditions. Various factors could adversely affect our operations, business or financial results in the future and cause our actual results to differ materially from those contained in the forward-looking statements. In addition, important factors that could cause our actual results to differ materially from those in our forward-looking statements include:
•competition for broadband, video, and telephony customers from existing competitors (such as broadband communications companies, direct broadcast satellite providers, wireless data and telephony providers and Internet-based providers) and new fiber-based competitors entering our footprint;
•changes in consumer preferences, laws and regulations or technology that may cause us to change our operational strategies;
•increased difficulty negotiating programming agreements on favorable terms, if at all, resulting in increased costs to us and the loss of popular programming;
•increasing programming costs and delivery expenses related to our products and services;
•our ability to achieve anticipated customer and revenue growth, to successfully introduce new products and services and to implement our growth strategy;
•our ability to complete our capital investment plans on time and on budget, including our plan to build a parallel fiber-to-the-home ("FTTH") network;
•our ability to develop mobile voice and data services and our ability to attract customers to these services;
•the effects of economic conditions or other factors which may negatively affect our customers’ demand for our current and future products and services;
•the effects of industry conditions;
•demand for digital and linear advertising products and services;
•our substantial indebtedness and debt service obligations;
•adverse changes in the credit market and availability of capital to refinance or repay future debt obligations, and our ability to adequately address the substantial doubt as to our ability to continue as a going concern;
•changes as a result of any tax reforms that may affect our business;
•financial community and rating agency perceptions of our business, operations, financial condition, and the industries in which we operate;
•the restrictions contained in our financing agreements;
•our ability to generate sufficient cash flow to meet our debt service obligations;
•fluctuations in interest rates which may cause our interest expense to vary from quarter to quarter;
•technical failures, equipment defects, physical or electronic break-ins to our services, computer viruses, and similar problems;
•cybersecurity incidents as a result of hacking, phishing, denial of service attacks, dissemination of computer viruses, ransomware and other malicious software, misappropriation of data, and other malicious attempts;
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•disruptions to our networks, infrastructure, and facilities as a result of natural disasters, power outages, accidents, maintenance failures, telecommunications failures, degradation of plant assets, terrorist attacks, and similar events;
•our ability to obtain necessary hardware, software, communications equipment and services and other items from our vendors at reasonable costs;
•our ability to effectively integrate acquisitions and to maximize expected operating efficiencies from our acquisitions, if any;
•significant unanticipated increases in the use of bandwidth-intensive Internet-based services;
•the outcome of litigation, government investigations and other proceedings; and
•other risks and uncertainties inherent in our cable and broadband communications businesses and our other businesses, including those listed under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 13, 2026 (the "Annual Report") and our subsequent Quarterly Reports on Form 10-Q.
These factors are not necessarily all of the important factors that could cause our actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could cause our actual results to differ materially from those expressed in any of our forward-looking statements.
Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements are made only as of the date of this Quarterly Report. Except to the extent required by law, we do not undertake, and specifically decline any obligation, to update any forward-looking statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
You should read this Quarterly Report with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. We qualify all forward-looking statements by these cautionary statements.
Certain numerical figures included in this Quarterly Report have been subject to rounding adjustments. Accordingly, such numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.
All dollar amounts, except per customer and per share data, included in the following discussion, are presented in thousands.
Overview
Our Business
We principally provide broadband communications and video services in the United States and market our services under the Optimum brand. We deliver broadband, video, telephony, and mobile services to approximately 4.2 million residential and business customers across our footprint. Our footprint extends across 21 states (primarily in the New York metropolitan area and various markets in the south-central United States) through a fiber-rich hybrid-fiber coaxial ("HFC") broadband network and a FTTH network with approximately 10.1 million total passings as of June 30, 2026. Additionally, we offer news programming and advertising services.
Key Factors Impacting Operating Results and Financial Condition
Our future performance is dependent, to a large extent, on the impact of direct competition, general economic conditions (including capital and credit market conditions), our ability to manage our businesses effectively, and our relative strength and leverage in the marketplace, both with suppliers and customers. For more information, see "Risk Factors" and "Business–Competition" included in our Annual Report and the cautionary statement regarding forward-looking statements included in this Quarterly Report.
We derive revenue principally through monthly charges to residential customers of our broadband, video, telephony and mobile services. We also derive revenue from digital video recorder, video-on-demand ("VOD"), pay-per-view, installation and home shopping commissions. Our residential broadband, video, telephony and mobile services accounted for approximately 41%, 29%, 3%, and 2%, respectively, of our consolidated revenue for the six months ended June 30, 2026. We also derive revenue from the sale of a wide and growing variety of products and services to
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both large enterprise and small and medium-sized business ("SMB") customers, including broadband, telephony, networking, video, and mobile services. For the six months ended June 30, 2026, 18% of our consolidated revenue was derived from these business services. In addition, we derive revenue from the sale of advertising inventory available on the programming carried on our cable television systems, as well as other systems (linear revenue), digital advertising, data analytics and affiliation fees for news programming, which accounted for approximately 5% of our consolidated revenue for the six months ended June 30, 2026. Our other revenue (which primarily consists of mobile equipment revenue) for the three months ended June 30, 2026 accounted for approximately 1% of our consolidated revenue.
Revenue is impacted by rate increases, changes in promotional offerings, changes in the number of customers that subscribe to our services, including additional services sold to our existing customers, programming package changes by our video customers, speed tier changes by our broadband customers, acquisitions/dispositions and construction of cable systems that result in the addition of new customers. Additionally, the allocation of revenue between the residential offerings is impacted by changes in the standalone selling price of each performance obligation within our promotional bundled offers.
We operate in a highly competitive, consumer-driven industry and we compete against a variety of broadband, video, mobile, fixed wireless broadband and fixed-line telephony providers and delivery systems, including broadband communications companies, wireless data and telephony providers, fiber-based service providers, satellite-based connectivity providers, Internet-delivered video content and broadcast television signals available to residential and business customers in our service areas. Emerging satellite broadband providers are beginning to offer high-speed connectivity in certain geographies that can compete with traditional broadband, although their overall presence in our footprint remains limited. Our competitors include Verizon Communications Inc., AT&T Inc., T-Mobile US, Inc., Charter Communications, Inc., Comcast Corporation, and emerging satellite-based broadband providers, as well as DirecTV, DISH Network (a wholly-owned subsidiary of EchoStar Corporation), and other providers. Consumers' selection of an alternate source of service, whether due to economic constraints, technological advances, or preference, negatively impacts the demand for our services. For more information on our competitive landscape, see "Risk Factors" and "Business–Competition" included in our Annual Report.
Our programming costs, which are the most significant component of our operating expenses, are impacted by changes in contractual rates, changes in the number of customers receiving certain programming services, new channel launches, and channel drops. We expect contractual rates to increase in the future. See "Results of Operations" below for more information regarding the key factors impacting our revenues and operating expenses.
Historically, we have made substantial investments in our network and the development of new and innovative products and other service offerings for our customers as a way of differentiating ourselves from our competitors and we expect to do so in the future. Our FTTH network build has enabled us to deliver multi-gig broadband speeds to FTTH customers in order to meet the growing data needs of residential and business customers. Additionally, we are investing in our HFC network which includes a multi-gig network upgrade plan through targeted mid-split upgrades. Finally, we offer a full service mobile offering to consumers across our footprint. We may incur greater than anticipated capital expenditures in connection with these initiatives, fail to realize anticipated benefits, experience delays and business disruptions, or encounter other challenges to executing them as planned. See "Liquidity and Capital Resources– Capital Expenditures" for additional information regarding our capital expenditures.
Non-GAAP Financial Measures
We define Adjusted EBITDA, which is a non-GAAP financial measure, as net income (loss) excluding income taxes, non-operating income or expenses, gain (loss) on extinguishment of debt and write-off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on investments and sale of affiliate interests, interest expense, net, depreciation and amortization, share-based compensation, restructuring, impairments and other operating items (such as significant legal settlements and contractual payments for terminated employees). See reconciliation of net income (loss) to Adjusted EBITDA below.
Adjusted EBITDA eliminates the significant non-cash depreciation and amortization expense that result from the capital-intensive nature of our business and from intangible assets recognized from acquisitions, as well as certain non-cash and other operating items that affect the period-to-period comparability of our operating performance. In addition, Adjusted EBITDA is unaffected by our capital and tax structures and by our investment activities.
We believe Adjusted EBITDA is an appropriate measure for evaluating our operating performance. Adjusted EBITDA and similar measures with similar titles are common performance measures used by investors, analysts and peers to compare performance in our industry. Internally, we use revenue and Adjusted EBITDA measures as important indicators of our business performance and evaluate management’s effectiveness with specific reference to
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these indicators. We believe Adjusted EBITDA provides management and investors a useful measure for period-to-period comparisons of our core business and operating results by excluding items that are not comparable across reporting periods or that do not otherwise relate to our ongoing operating results. Adjusted EBITDA should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss) and other measures of performance presented in accordance with U.S. generally accepted accounting principles ("GAAP"). Since Adjusted EBITDA is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies.
We also use Free Cash Flow (defined as net cash flows from operating activities less cash capital expenditures), which is a non-GAAP financial measure, as a liquidity measure. We believe this measure is useful to investors in evaluating our ability to service our debt and make continuing investments with internally generated funds, although it may not be directly comparable to similar measures reported by other companies. See reconciliation of net cash flow from operating activities to Free Cash Flow below.
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Results of Operations - Optimum Communications
(unaudited)
| Three Months Ended June 30, | Favorable (Unfavorable) | Six Months Ended June 30, | Favorable (Unfavorable) | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||
| Broadband | $ | 840,919 | $ | 885,139 | $ | (44,220) | $ | 1,690,958 | $ | 1,784,700 | $ | (93,742) | |||||||||||||||||||||||
| Video | 587,830 | 660,540 | (72,710) | 1,190,053 | 1,326,108 | (136,055) | |||||||||||||||||||||||||||||
| Telephony | 56,296 | 64,633 | (8,337) | 114,702 | 131,045 | (16,343) | |||||||||||||||||||||||||||||
| Mobile | 52,553 | 37,621 | 14,932 | 102,102 | 74,320 | 27,782 | |||||||||||||||||||||||||||||
| Residential revenue | 1,537,598 | 1,647,933 | (110,335) | 3,097,815 | 3,316,173 | (218,358) | |||||||||||||||||||||||||||||
| Business services and wholesale | 366,286 | 361,788 | 4,498 | 730,586 | 725,333 | 5,253 | |||||||||||||||||||||||||||||
| News and advertising | 99,978 | 118,771 | (18,793) | 219,652 | 221,181 | (1,529) | |||||||||||||||||||||||||||||
| Other | 19,841 | 18,711 | 1,130 | 41,018 | 36,798 | 4,220 | |||||||||||||||||||||||||||||
| Total revenue | 2,023,703 | 2,147,203 | (123,500) | 4,089,071 | 4,299,485 | (210,414) | |||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Programming and other direct costs | 587,654 | 662,690 | 75,036 | 1,218,783 | 1,333,221 | 114,438 | |||||||||||||||||||||||||||||
| Other operating expenses | 655,956 | 696,867 | 40,911 | 1,316,159 | 1,395,053 | 78,894 | |||||||||||||||||||||||||||||
| Restructuring, impairments and other operating items | 206,968 | 66,826 | (140,142) | 2,934,597 | 88,448 | (2,846,149) | |||||||||||||||||||||||||||||
| Depreciation and amortization | 407,076 | 409,697 | 2,621 | 813,572 | 828,182 | 14,610 | |||||||||||||||||||||||||||||
| Operating income (loss) | 166,049 | 311,123 | (145,074) | (2,194,040) | 654,581 | (2,848,621) | |||||||||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||||||||||
| Interest expense, net | (475,576) | (444,659) | (30,917) | (933,395) | (872,675) | (60,720) | |||||||||||||||||||||||||||||
Gain (loss) on investments and sale of affiliate interests | (10,958) | — | (10,958) | (10,958) | 5 | (10,963) | |||||||||||||||||||||||||||||
| Gain (loss) on interest rate swap contracts, net | — | 430 | (430) | 2,398 | (1,289) | 3,687 | |||||||||||||||||||||||||||||
| Loss on extinguishment of debt and write-off of deferred financing costs | — | (1,693) | 1,693 | (106,045) | (1,693) | (104,352) | |||||||||||||||||||||||||||||
| Other expense, net | (315) | (834) | 519 | (844) | (1,797) | 953 | |||||||||||||||||||||||||||||
| Loss before income taxes | (320,800) | (135,633) | (185,167) | (3,242,884) | (222,868) | (3,020,016) | |||||||||||||||||||||||||||||
| Income tax benefit | 38,671 | 47,647 | (8,976) | 83,779 | 63,611 | 20,168 | |||||||||||||||||||||||||||||
| Net loss | (282,129) | (87,986) | (194,143) | (3,159,105) | (159,257) | (2,999,848) | |||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | (9,632) | (8,265) | (1,367) | (16,727) | (12,670) | (4,057) | |||||||||||||||||||||||||||||
| Net loss attributable to Optimum Communications, Inc. stockholders | $ | (291,761) | $ | (96,251) | $ | (195,510) | $ | (3,175,832) | $ | (171,927) | $ | (3,003,905) | |||||||||||||||||||||||
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The following is a reconciliation of net loss to Adjusted EBITDA (unaudited):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net loss | $ | (282,129) | $ | (87,986) | $ | (3,159,105) | $ | (159,257) | |||||||||||||||
| Income tax benefit | (38,671) | (47,647) | (83,779) | (63,611) | |||||||||||||||||||
| Other expense, net | 315 | 834 | 844 | 1,797 | |||||||||||||||||||
| Loss (gain) on interest rate swap contracts, net | — | (430) | (2,398) | 1,289 | |||||||||||||||||||
| Loss (gain) on investments and sale of affiliates interests | 10,958 | — | 10,958 | (5) | |||||||||||||||||||
| Loss on extinguishment of debt and write-off of deferred financing costs | — | 1,693 | 106,045 | 1,693 | |||||||||||||||||||
| Interest expense, net | 475,576 | 444,659 | 933,395 | 872,675 | |||||||||||||||||||
| Depreciation and amortization | 407,076 | 409,697 | 813,572 | 828,182 | |||||||||||||||||||
| Restructuring, impairments and other operating items | 206,968 | 66,826 | 2,934,597 | 88,448 | |||||||||||||||||||
| Share-based compensation | 5,639 | 16,166 | 20,616 | 31,615 | |||||||||||||||||||
| Adjusted EBITDA | $ | 785,732 | $ | 803,812 | $ | 1,574,745 | $ | 1,602,826 | |||||||||||||||
The following is a reconciliation of net cash flow from operating activities to Free Cash Flow (Deficit) (unaudited):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net cash flows from operating activities | $ | 228,126 | $ | 411,965 | $ | 398,409 | $ | 599,448 | |||||||||||||||
| Less: Capital expenditures (cash) | 320,025 | 383,519 | 627,729 | 739,643 | |||||||||||||||||||
| Free Cash Flow (Deficit) | $ | (91,899) | $ | 28,446 | $ | (229,320) | $ | (140,195) | |||||||||||||||
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The following table sets forth certain customer metrics (unaudited):
| June 30, 2026 | March 31, 2026 | June 30, 2025 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Total passings (a) | 10,114.1 | 10,045.9 | 9,891.5 | ||||||||||||||
| Total customer relationships (b) (i) | 4,218.0 | 4,264.1 | 4,462.2 | ||||||||||||||
| Residential (i) | 3,855.6 | 3,897.0 | 4,088.0 | ||||||||||||||
| SMB | 362.5 | 367.1 | 374.3 | ||||||||||||||
| Residential customers (i): | |||||||||||||||||
| Broadband (i) | 3,714.3 | 3,749.6 | 3,928.3 | ||||||||||||||
| Video (i) | 1,526.6 | 1,570.7 | 1,736.3 | ||||||||||||||
| Telephony | 951.3 | 994.9 | 1,147.8 | ||||||||||||||
| Penetration of total passings (c) | 41.7 | % | 42.4 | % | 45.1 | % | |||||||||||
| Average revenue per user ("ARPU") (d) | $ | 132.22 | $ | 132.32 | $ | 133.68 | |||||||||||
| SMB customers: | |||||||||||||||||
| Broadband | 335.4 | 339.7 | 345.6 | ||||||||||||||
| Video | 68.7 | 70.4 | 76.6 | ||||||||||||||
| Telephony | 175.0 | 179.2 | 188.9 | ||||||||||||||
| Total mobile lines (e) | 724.0 | 674.1 | 546.4 | ||||||||||||||
| FTTH total passings (f) | 3,155.8 | 3,121.6 | 3,023.4 | ||||||||||||||
| FTTH customer relationships (g) | 748.9 | 729.1 | 663.0 | ||||||||||||||
| FTTH Residential | 725.2 | 706.7 | 644.6 | ||||||||||||||
| FTTH SMB | 23.7 | 22.4 | 18.5 | ||||||||||||||
| Penetration of FTTH total passings (h) | 23.7 | % | 23.4 | % | 21.9 | % | |||||||||||
(a)Represents the estimated number of single residence homes, apartments, and condominium units passed by our HFC and FTTH network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our HFC and FTTH network.
(b)Represents number of households/businesses that receive at least one of our fixed-line services. Customers represent each customer account (set up and segregated by customer name and address), weighted equally and counted as one customer, regardless of size, revenue generated, or number of boxes, units, or outlets on our HFC and FTTH network. Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group. Most of these accounts are also not entirely free, as they typically generate revenue through other pay services and certain equipment fees. Free status is not granted to regular customers as a promotion. In counting bulk residential customers, such as an apartment building, we count each subscribing unit within the building as one customer, but do not count the master account for the entire building as a customer. We count a bulk commercial customer, such as a hotel, as one customer, and do not count individual rooms at that hotel. Total customer relationships exclude mobile-only customer relationships.
(c)Represents the number of total customer relationships divided by total passings.
(d)Calculated by dividing the average monthly revenue for the respective quarter (fourth quarter for annual periods) derived from the sale of broadband, video, telephony, and mobile services to residential customers by the average number of total residential customers for the same period (excluding mobile-only customer relationships).
(e)Mobile lines represent the number of residential and business customers’ wireless connections, which include mobile phone handsets and other mobile wireless connected devices. An individual customer relationship may have multiple mobile lines. The total mobile ending lines as of June 30, 2026, March 31, 2026 and June 30, 2025 include approximately 25.5 thousand, 20.9 thousand and 10.8 thousand lines related to business customers, respectively. The service revenue related to these business customers is reflected in business services and wholesale in the table above.
(f)Represents the estimated number of single residence homes, apartments, and condominium units passed by the FTTH network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our FTTH network.
(g)Represents number of households/businesses that receive at least one of our fixed-line services on our FTTH network. FTTH customers represent each customer account (set up and segregated by customer name and address), weighted
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equally and counted as one customer, regardless of size, revenue generated, or number of boxes, units, or outlets on our FTTH network. Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group. Most of these accounts are also not entirely free, as they typically generate revenue through pay-per view or other pay services and certain equipment fees. Free status is not granted to regular customers as a promotion. In counting bulk residential customers, such as an apartment building, we count each subscribing unit within the building as one customer, but do not count the master account for the entire building as a customer. We count a bulk commercial customer, such as a hotel, as one customer, and do not count individual rooms at that hotel.
(h)Represents the number of total FTTH customer relationships divided by FTTH total passings.
(i)Customer metrics as of March 31, 2026 reflect adjustments that relate to prior periods resulting in a decrease of 8.6 thousand residential customer relationships, 8.1 thousand broadband customers and 8.6 thousand video customers. The impact of these adjustments to customer relationships, broadband and video customer net additions was not material for any one period presented and as such prior period metrics were not restated.
Comparison of Results for the Three and Six Months Ended June 30, 2026 compared to the Three and Six Months Ended June 30, 2025
Broadband Revenue
Broadband revenue for the three and six months ended June 30, 2026 was $840,919 and $1,690,958, respectively, and $885,139 and $1,784,700 for the three and six months ended June 30, 2025, respectively. Broadband revenue is derived principally through monthly charges to residential subscribers of our broadband services. Broadband revenue decreased $44,220 (5%) and $93,742 (5%) for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025. The decrease for the three months ended June 30, 2026 as compared to the same period in the prior year was due primarily to declines in broadband customers, partially offset by higher average recurring broadband revenue per broadband subscriber. The decrease for the six months ended June 30, 2026 as compared to the same period in the prior year was due primarily to declines in broadband customers, as well as lower average recurring broadband revenue per broadband subscriber.
Video Revenue
Video revenue for the three and six months ended June 30, 2026 was $587,830 and $1,190,053, respectively, and $660,540 and $1,326,108 for the three and six months ended June 30, 2025, respectively. Video revenue is derived principally through monthly charges to residential customers of our video services. Video revenue decreased $72,710 (11%) and $136,055 (10%) for the three and six months ended June 30, 2026, respectively, as compared to the three and six months ended June 30, 2025. The decreases were due primarily to declines in video customers, partially offset by higher average recurring video revenue per video customer, primarily driven by certain rate increases. In addition, customer credits attributable to the temporary interruption of certain video programming during the three months ended March 31, 2025 partially offset the year-over-year decline.
Telephony Revenue
Telephony revenue for the three and six months ended June 30, 2026 was $56,296 and $114,702, respectively, and $64,633 and $131,045 for the three and six months ended June 30, 2025, respectively. Telephony revenue is derived principally through monthly charges to residential customers of our telephony services. Telephony revenue decreased $8,337 (13%) and $16,343 (12%) for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025. The decreases were due primarily to declines in telephony customers, partially offset by higher average recurring telephony revenue per telephony customer.
Mobile Service Revenue
Mobile service revenue for the three and six months ended June 30, 2026 was $52,553 and $102,102, respectively, and $37,621 and $74,320, for the three and six months ended June 30, 2025, respectively. The increases of $14,932 (40%) and $27,782 (37%) for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025 were primarily due to increases in mobile lines, as well as increases in certain fees and surcharges as compared to the prior year periods.
Business Services and Wholesale Revenue
Business services and wholesale revenue for the three and six months ended June 30, 2026 was $366,286 and $730,586, respectively, and $361,788 and $725,333 for the three and six months ended June 30, 2025, respectively. Business services and wholesale revenue is derived primarily from the sale of fiber-based telecommunications services to the business market, and the sale of broadband, video, telephony, and mobile services to SMB customers.
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Business services and wholesale revenue increased $4,498 (1%) and $5,253 (1%) for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025. The increases were primarily due to increases in Ethernet and other fees and surcharges revenue from our Lightpath business, partially offset by a decline in SMB customers.
News and Advertising Revenue
News and advertising revenue for the three and six months ended June 30, 2026 was $99,978 and $219,652, respectively, and $118,771 and $221,181 for the three and six months ended June 30, 2025, respectively. News and advertising revenue is primarily derived from the sale of (i) advertising inventory available on the programming carried on our cable television systems, as well as other systems (linear revenue), (ii) digital advertising, (iii) data analytics, and (iv) affiliation fees for news programming.
News and advertising revenue decreased $18,793 (16%) and $1,529 (1%) for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025. The decrease for the three months ended June 30, 2026 as compared to the prior year period was primarily due to the sale of our interest in a non-core advertising agency business in May 2026. The decrease for the six months ended June 30, 2026 as compared to the prior year period was primarily due to the sale of our interest in a non-core advertising agency business, partially offset by an increase in linear advertising revenue during the first three months of 2026.
Other Revenue
Other revenue for the three and six months ended June 30, 2026 was $19,841 and $41,018, respectively, and $18,711 and $36,798 for the three and six months ended June 30, 2025, respectively. Other revenue includes revenue from sales of mobile equipment and other miscellaneous revenue streams. Other revenue increased $1,130 (6%) and $4,220 (11%) for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025. The increases were primarily due to higher mobile equipment sales during 2026 as compared to the same periods in the prior year.
Programming and Other Direct Costs
Programming and other direct costs for the three and six months ended June 30, 2026 amounted to $587,654 and $1,218,783, respectively, and $662,690 and $1,333,221 for the three and six months ended June 30, 2025, respectively. Programming and other direct costs include cable programming costs, which are costs paid to programmers (net of amortization of any incentives received from programmers for carriage) for cable content (including costs of VOD and pay-per-view) and are generally paid on a per-customer basis. These costs are impacted by changes in contractual rates, changes in the number of customers receiving certain programming services, new channel launches, and channel drops. These costs also include interconnection, call completion, circuit and transport fees paid to other telecommunication companies for the transport and termination of voice and data services, which typically vary based on rate changes and the level of usage by our customers. These costs also include franchise fees which are payable to the state governments and local municipalities where we operate and are primarily based on a percentage of certain categories of revenue derived from the provision of video service over our cable systems, which vary by state and municipality. These costs change in relation to changes in such categories of revenues or rate changes. Additionally, these costs include the cost of media for advertising spots sold, the cost of mobile devices sold to our customers and direct costs of providing mobile services.
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The decreases in programming and other direct costs of $75,036 (11%) and $114,438 (9%) for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025 were primarily attributable to the following:
| Three Months | Six Months | ||||||||||
| Decrease in programming costs primarily due to lower video customers, partially offset by net contractual rate increases. This amount reflects the impact of the temporary interruption of certain video programming during the first quarter of 2025 | $ | (71,374) | $ | (134,788) | |||||||
| Decrease in news production costs relating to the sale of our i24 business | (4,820) | (9,177) | |||||||||
| Three month decrease relates to lower costs for media advertising spots for resale primarily due to the sale of our interest in a non-core advertising agency business in May 2026. Six month increase relates to higher cost of media advertising spots for resale due to higher linear revenue during the first three months of 2026, partially offset by the sale of our interest in the non-core advertising agency business | (7,468) | 14,989 | |||||||||
| Increase in call completion and transport costs primarily due to higher level of activity | 9,257 | 18,119 | |||||||||
| Other net decreases | (631) | (3,581) | |||||||||
| $ | (75,036) | $ | (114,438) | ||||||||
Programming costs
Programming costs aggregated $426,146 and $867,488 for the three and six months ended June 30, 2026, respectively, and $497,520 and $1,002,276 for the three and six months ended June 30, 2025, respectively. Our programming costs in 2026 will continue to be impacted by changes in the number of video customers and by changes in programming rates, the latter of which we expect will increase.
Other Operating Expenses
Other operating expenses for the three and six months ended June 30, 2026 amounted to $655,956 and $1,316,159, respectively, and $696,867 and $1,395,053 for the three and six months ended June 30, 2025, respectively. Other operating expenses include staff costs and employee benefits including salaries of company employees and related taxes, benefits and other employee related expenses, as well as third-party labor costs. Other operating expenses also include network management and field service costs, which represent costs associated with the maintenance of our broadband network, including costs of certain customer connections and other costs associated with providing and maintaining services to our customers.
Customer installation and network repair and maintenance costs may fluctuate as a result of changes in the level of capitalizable activities, maintenance activities and the utilization of contractors as compared to employees. Costs associated with the initial deployment of new customer premise equipment necessary to provide services are capitalized. The costs of redeployment of customer premise equipment are expensed as incurred.
Other operating expenses also include costs related to our call center operations that handle customer inquiries and billing and collection activities, and sales and marketing costs, which include advertising production and placement costs associated with acquiring and retaining customers. These costs vary period to period and certain of these costs, such as sales and marketing, may increase with intense competition. Additionally, other operating expenses include various other administrative costs.
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The decreases in other operating expenses of $40,911 (6%) and $78,894 (6%) for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025 were attributable to the following:
| Three Months | Six Months | ||||||||||
| Net decrease in labor related costs and benefits, including lower truck rolls, partially offset by a decrease in capitalizable activity | $ | (21,442) | $ | (40,536) | |||||||
| Decrease in consulting and professional fees | (11,188) | (21,191) | |||||||||
| Decrease in share based compensation | (10,527) | (10,999) | |||||||||
| Decrease in marketing costs, including costs related to the temporary interruption of certain video programming during the first quarter of 2025 | (10,041) | (9,830) | |||||||||
| Decrease in repairs and maintenance costs (including software maintenance and data processing) | (3,717) | (8,529) | |||||||||
| Increase in certain managed service costs due to a credit received in the prior year period | 16,332 | 14,655 | |||||||||
| Increase in bad debt expense | 4,595 | 9,027 | |||||||||
| Other net decreases | (4,923) | (11,491) | |||||||||
| $ | (40,911) | $ | (78,894) | ||||||||
Restructuring, Impairments and Other Operating Items
Restructuring, impairments and other operating items for the three and six months ended June 30, 2026 amounted to $206,968 and $2,934,597, respectively, as compared to $66,826 and $88,448 for the three and six months ended June 30, 2025, and comprised the following:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Impairment charge (a) | $ | — | $ | — | $ | 2,700,000 | $ | — | |||||||||||||||
| Non-cash exchange of shares for redeemable preferred units (b) | 156,555 | — | 156,555 | — | |||||||||||||||||||
| Transaction costs related to certain transactions not related to our operations and other | 32,441 | 9,059 | 50,062 | 10,844 | |||||||||||||||||||
| Contractual payments for terminated employees | 11,004 | 67,902 | 18,694 | 70,388 | |||||||||||||||||||
| Litigation settlements and contract termination costs (c) | 3,000 | (11,311) | 5,100 | 5,058 | |||||||||||||||||||
| Impairment of right-of-use operating lease assets | 3,201 | 915 | 3,725 | 1,326 | |||||||||||||||||||
| Facility realignment costs | 767 | 261 | 461 | 832 | |||||||||||||||||||
| $ | 206,968 | $ | 66,826 | $ | 2,934,597 | $ | 88,448 | ||||||||||||||||
(a)See Note 8 for a discussion of the impairment charge related to our indefinite-lived cable franchise rights.
(b)See Note 9 for a discussion of the Private Exchange Transaction. As required by GAAP, the Company recognized an expense of $156,555 based on the closing price of its common stock on the transaction date, rather than other indicators of economic value, including those that were taken into account by the special committee of the board of CSC Investments II LLC that approved the transaction.
(c)Amounts reflect estimated amounts for certain legal matters, including adjustments to these estimates, and costs to early terminate contracts with vendors.
Depreciation and Amortization
Depreciation and amortization for the three and six months ended June 30, 2026 amounted to $407,076 and $813,572, respectively, and $409,697 and $828,182 for the three and six months ended June 30, 2025, respectively. The decreases in depreciation and amortization of $2,621 (1%) and $14,610 (2%) for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025 were primarily due to lower amortization related to customer relationships.
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Adjusted EBITDA
Adjusted EBITDA amounted to $785,732 and $1,574,745 for the three and six months ended June 30, 2026, respectively, as compared to $803,812 and $1,602,826 for the three and six months ended June 30, 2025, respectively.
Adjusted EBITDA is a non-GAAP measure that is defined as net income (loss) excluding income taxes, non-operating income or expenses, gain (loss) on extinguishment of debt and write-off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on investments and sale of affiliate interests, interest expense, net, depreciation and amortization, share-based compensation, restructuring, impairments and other operating items (such as significant legal settlements and contractual payments for terminated employees). See reconciliation of net income (loss) to Adjusted EBITDA above.
The decreases in Adjusted EBITDA of $18,080 (2%) and $28,081 (2%) for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025 were due to a decrease in revenue, partially offset by a decrease in operating expenses during 2026 (excluding depreciation and amortization, share-based compensation, restructuring, impairments and other operating items), as discussed above.
Free Cash Flow (Deficit)
Free Cash Flow (Deficit) was $(91,899) and $(229,320) for the three and six months ended June 30, 2026, respectively, as compared to $28,446 and $(140,195) for the three and six months ended June 30, 2025, respectively. The decreases in Free Cash Flow of $120,345 and $89,125 for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025 were due to lower net cash provided by operating activities, partially offset by lower capital expenditures.
Free Cash Flow is a non-GAAP measure that is defined as net cash flows from operating activities less cash capital expenditures. See reconciliation of net cash flow from operating activities to Free Cash Flow above.
Interest Expense, net
Interest expense, net was $475,576 and $933,395 for the three and six months ended June 30, 2026 as compared to $444,659 and $872,675 for the same periods in the prior year. The increases of $30,917 (7%) and $60,720 (7%) for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025 were attributable to the following:
| Three Months | Six Months | ||||||||||
| Increase primarily due to changes in debt balances and an increase in interest rates | $ | 17,319 | $ | 45,572 | |||||||
| Decrease related to higher interest income | (4,749) | (9,121) | |||||||||
| Other net increase, primarily amortization of deferred financing costs from new debt issuances | 18,347 | 24,269 | |||||||||
| $ | 30,917 | $ | 60,720 | ||||||||
Gain (loss) on Investments and Sale of Affiliate Interests
For the three and six months ended June 30, 2026, we recognized a loss of $10,958 on the sale of our interest in a non-core advertising agency business.
Gain (loss) on Interest Rate Swap Contracts, net
Gain (loss) on interest rate swap contracts, net was $2,398 for the six months ended June 30, 2026, compared to $430 and $(1,289) for the three and six months ended June 30, 2025, respectively. These amounts primarily represent the change in the fair value of our interest rate swap contracts. These swap contracts are not designated as hedges for accounting purposes. The six months ended June 30, 2026 included a $2,458 gain related to the early termination of Lightpath interest rate swap agreements with an aggregate notional value of $575,000.
Loss on Extinguishment of Debt and Write-off of Deferred Financing Costs
Loss on extinguishment of debt and write-off of deferred financing costs amounted to $106,045 for the six months ended June 30, 2026, and related to the following:
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| Six Months Ended June 30, 2026 | |||||
Repayment of NYC ABS receivables facility loan | $ | 98,407 | |||
| Repayment of Lightpath's 5.625% Senior Notes, 3.875% Senior Secured Notes and Term Loan Facility | 7,638 | ||||
| $ | 106,045 | ||||
Other Expense, net
Other expense, net amounted to $315 and $844 for the three and six months ended June 30, 2026 compared to $834 and $1,797 for the three and six months ended June 30, 2025, respectively. These amounts include the non-service benefit or cost components of our pension plans.
Income Tax Benefit
For the three and six months ended June 30, 2026, we recorded a tax benefit of $38,671 and $83,779 on pre-tax loss of $320,800 and $3,242,884, respectively, resulting in an effective tax rate that was lower than the U.S. statutory rate. The lower rate is primarily due to the nonrecognition for tax purposes of the intangible impairment charge recognized in the first quarter of 2026 and the expense related to the Private Exchange transaction recognized in the second quarter of 2026.
For the three and six months ended June 30, 2025, we recorded a tax benefit of $47,647 and $63,611 on pre-tax loss of $135,633 and $222,868, respectively, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The higher rate is due to the impact of state tax expense, certain non-deductible expenses, and tax deficiencies on share-based compensation. As part of state tax expense, the rate increased in the three months ended June 30, 2025 due to a discrete adjustment of $6,823, primarily driven by the extension of the Connecticut Corporation Business Tax surcharge.
CSC HOLDINGS, LLC
The consolidated statements of operations of CSC Holdings are essentially identical to the consolidated statements of operations of Optimum Communications, except for the following (unaudited):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net loss attributable to Optimum Communications stockholders | $ | (291,761) | $ | (96,251) | $ | (3,175,832) | $ | (171,927) | |||||||||||||||
| Adjustments to reconcile to net loss attributable to CSC Holdings' sole member: | |||||||||||||||||||||||
| Income tax benefit | 621 | 1,113 | 1,262 | 1,601 | |||||||||||||||||||
| Interest expense, net | (1,272) | (1,403) | (2,557) | (2,818) | |||||||||||||||||||
| Other operating expenses | (1,684) | (4,742) | (3,451) | (6,261) | |||||||||||||||||||
| Net loss attributable to CSC Holdings' sole member | $ | (294,096) | $ | (101,283) | $ | (3,180,578) | $ | (179,405) | |||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Optimum Communications Adjusted EBITDA | $ | 785,732 | $ | 803,812 | $ | 1,574,745 | $ | 1,602,826 | |||||||||||||||
| Adjustments to reconcile to CSC Holdings' Adjusted EBITDA: | |||||||||||||||||||||||
| Other operating expenses | (1,684) | (4,742) | (3,451) | (6,261) | |||||||||||||||||||
| CSC Holdings Adjusted EBITDA | $ | 784,048 | $ | 799,070 | $ | 1,571,294 | $ | 1,596,565 | |||||||||||||||
Refer to Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" herein.
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The following is a reconciliation of CSC Holdings' net loss to Adjusted EBITDA (unaudited):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net loss | $ | (284,464) | $ | (93,018) | $ | (3,163,851) | $ | (166,735) | |||||||||||||||
| Income tax benefit | (39,292) | (48,760) | (85,041) | (65,212) | |||||||||||||||||||
| Other expense, net | 315 | 834 | 844 | 1,797 | |||||||||||||||||||
| Loss (gain) on interest rate swap contracts, net | — | (430) | (2,398) | 1,289 | |||||||||||||||||||
| Loss (gain) on investments and sale of affiliate interests | 10,958 | — | 10,958 | (5) | |||||||||||||||||||
| Loss on extinguishment of debt and write-off of deferred financing costs | — | 1,693 | 106,045 | 1,693 | |||||||||||||||||||
| Interest expense, net | 476,848 | 446,062 | 935,952 | 875,493 | |||||||||||||||||||
| Depreciation and amortization | 407,076 | 409,697 | 813,572 | 828,182 | |||||||||||||||||||
| Restructuring, impairments and other operating items | 206,968 | 66,826 | 2,934,597 | 88,448 | |||||||||||||||||||
| Share-based compensation | 5,639 | 16,166 | 20,616 | 31,615 | |||||||||||||||||||
| Adjusted EBITDA | $ | 784,048 | $ | 799,070 | $ | 1,571,294 | $ | 1,596,565 | |||||||||||||||
Refer to Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" herein.
The following is a reconciliation of CSC Holdings' net cash flow from operating activities to Free Cash Flow (Deficit) (unaudited):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net cash flows from operating activities | $ | 228,416 | $ | 413,004 | $ | 393,206 | $ | 602,711 | |||||||||||||||
| Less: Capital expenditures (cash) | 320,025 | 383,519 | 627,729 | 739,643 | |||||||||||||||||||
| Free Cash Flow (Deficit) | $ | (91,609) | $ | 29,485 | $ | (234,523) | $ | (136,932) | |||||||||||||||
The differences in Adjusted EBITDA and Free Cash Flow (Deficit) between CSC Holdings and Optimum Communications relate to the Captive which holds certain workers' compensation, general and automobile liabilities. See Note 13.
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SUPPLEMENTAL FINANCIAL INFORMATION
Presented below are balance sheets for the UnSub Group and CSC Investments II (unaudited). See Note 9 of our consolidated financial statements.
| As of June 30, 2026 | |||||||||||
| Unsub Group | CSC Investments II | ||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | 782,942 | $ | 1,170,316 | |||||||
| Restricted cash | 293 | 62,994 | |||||||||
| Accounts receivable, trade | 65,389 | 117,608 | |||||||||
| Prepaid expenses and other current assets | 76,119 | 110,166 | |||||||||
| Amounts due from affiliates | — | — | |||||||||
| Current assets | 924,743 | 1,461,084 | |||||||||
| Property, plant and equipment, net of accumulated depreciation | 3,838,186 | 5,002,957 | |||||||||
| Right-of-use operating lease assets | 144,266 | 156,400 | |||||||||
| Other assets | 25,815 | 38,478 | |||||||||
| Amortizable intangibles, net of accumulated amortization | 501,156 | 563,924 | |||||||||
| Indefinite-lived cable franchise rights | 6,270,000 | 7,080,000 | |||||||||
| Goodwill | 5,766,625 | 5,872,519 | |||||||||
| Total assets | $ | 17,470,791 | $ | 20,175,362 | |||||||
| LIABILITIES AND MEMBER'S EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts payable | $ | 444,005 | $ | 471,879 | |||||||
| Interest payable | 60,122 | 61,674 | |||||||||
| Accrued employee related costs | 25,012 | 79,900 | |||||||||
| Deferred revenue | 37,020 | 140,739 | |||||||||
| Debt | — | 287 | |||||||||
| Other current liabilities | 125,095 | 161,095 | |||||||||
| Amounts due to affiliates | 552,886 | 574,927 | |||||||||
| Current liabilities | 1,244,140 | 1,490,501 | |||||||||
| Other liabilities | 41,422 | 72,579 | |||||||||
| Deferred tax liability | 3,235,280 | 3,240,001 | |||||||||
| Right-of-use operating lease liability | 160,945 | 169,287 | |||||||||
| Long-term debt | 2,923,712 | 4,561,478 | |||||||||
| Total liabilities | 7,605,499 | 9,533,846 | |||||||||
| Redeemable preferred units | — | 508,594 | |||||||||
| Member's equity | 9,865,704 | 10,099,748 | |||||||||
| Accumulated other comprehensive loss | (412) | (412) | |||||||||
| Total member's equity | 9,865,292 | 10,099,336 | |||||||||
| Noncontrolling interests | — | 33,586 | |||||||||
| Total equity | 9,865,292 | 10,132,922 | |||||||||
| Total liabilities and member's equity | $ | 17,470,791 | $ | 20,175,362 | |||||||
48
Presented below are Statements of Operations of the UnSub Group for the three and six months ended June 30, 2026 and 2025 (unaudited):
| UnSub Group | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | 1,210,328 | $ | 1,282,836 | $ | 2,430,369 | $ | 2,574,362 | |||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Programming and other direct costs | 385,961 | 436,047 | 782,227 | 870,915 | |||||||||||||||||||
| Other operating expenses | 357,379 | 368,216 | 708,933 | 731,632 | |||||||||||||||||||
| Restructuring, impairments and other operating items (a) | 12,897 | 38,146 | 1,570,558 | 50,734 | |||||||||||||||||||
| Depreciation and amortization (including impairments) | 255,157 | 231,155 | 482,232 | 447,992 | |||||||||||||||||||
| Operating income (loss) | 198,934 | 209,272 | (1,113,581) | 473,089 | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense, net | (88,111) | (176) | (165,617) | (328) | |||||||||||||||||||
| Loss on extinguishment of debt and write-off of deferred financing costs | — | — | (98,407) | — | |||||||||||||||||||
| Other expense, net | (284) | (698) | (734) | (1,535) | |||||||||||||||||||
| Income (loss) before income taxes | 110,539 | 208,398 | (1,378,339) | 471,226 | |||||||||||||||||||
| Income tax expense | (46,526) | (65,790) | (80,924) | (148,631) | |||||||||||||||||||
| Net income (loss) | $ | 64,013 | $ | 142,608 | $ | (1,459,263) | $ | 322,595 | |||||||||||||||
Presented below are Statements of Operations of CSC Investments II for the three and six months ended June 30, 2026 and 2025 (unaudited):
| CSC Investments II LLC | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | 1,322,984 | $ | 1,387,988 | $ | 2,657,130 | $ | 2,785,030 | |||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Programming and other direct costs | 398,163 | 445,745 | 806,400 | 891,195 | |||||||||||||||||||
| Other operating expenses | 386,829 | 398,985 | 769,716 | 792,894 | |||||||||||||||||||
| Restructuring, impairments and other operating items | 13,747 | 38,534 | 1,101,674 | 51,419 | |||||||||||||||||||
| Depreciation and amortization (including impairments) | 283,775 | 257,399 | 539,192 | 504,309 | |||||||||||||||||||
| Operating income (loss) | 240,470 | 247,325 | (559,852) | 545,213 | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense, net | (111,888) | (23,140) | (211,614) | (46,559) | |||||||||||||||||||
| Gain (loss) on interest rate swap contracts, net | — | 430 | 2,398 | (1,289) | |||||||||||||||||||
| Loss on extinguishment of debt and write-off of deferred financing costs | — | — | (106,045) | — | |||||||||||||||||||
| Other expense, net | (310) | (728) | (781) | (1,596) | |||||||||||||||||||
| Income (loss) before income taxes | 128,272 | 223,887 | (875,894) | 495,769 | |||||||||||||||||||
| Income tax expense | (46,620) | (65,893) | (81,094) | (148,807) | |||||||||||||||||||
| Net income (loss) | 81,652 | 157,994 | (956,988) | 346,962 | |||||||||||||||||||
| Net income attributable to noncontrolling interests | (9,315) | (8,454) | (17,357) | (13,387) | |||||||||||||||||||
| Net income (loss) attributable to CSC Investments II, LLC sole member | $ | 72,337 | $ | 149,540 | $ | (974,345) | $ | 333,575 | |||||||||||||||
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Presented below are Statements of Cash Flows of the UnSub Group (unaudited):
| UnSub Group | |||||||||||
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | (1,459,263) | $ | 322,595 | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 482,232 | 447,992 | |||||||||
| Indefinite-lived cable franchise rights impairment | 1,551,511 | — | |||||||||
| Loss on extinguishment of debt and write-off of deferred financing costs | 98,407 | — | |||||||||
| Amortization of deferred financing costs on indebtedness | 28,177 | — | |||||||||
| Share-based compensation expense | 11,925 | 19,683 | |||||||||
| Deferred income taxes | (54,829) | (22,496) | |||||||||
| Decrease in right-of-use assets | 11,288 | 12,290 | |||||||||
| Allowance for credit losses | 17,840 | 15,888 | |||||||||
| Other | 3,172 | 1,204 | |||||||||
| Change in operating assets and liabilities, net of effects of acquisitions and dispositions: | |||||||||||
| Accounts receivable, trade | (23,938) | (10,591) | |||||||||
| Prepaid expenses and other assets | (22,537) | (35,695) | |||||||||
| Amounts due from and due to affiliates | 189,240 | 28,371 | |||||||||
| Accounts payable and accrued liabilities | 6,441 | (159,316) | |||||||||
| Interest payable | 40,020 | — | |||||||||
| Deferred revenue | (4,827) | (2,232) | |||||||||
| Net cash provided by operating activities | 874,859 | 617,693 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | (284,007) | (278,495) | |||||||||
| Other, net | (1,089) | 669 | |||||||||
| Net cash used in investing activities | (285,096) | (277,826) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from long-term debt | 1,100,000 | — | |||||||||
| Repayment of debt | (980,091) | — | |||||||||
| Contributions from (distributions to) parent | 52,139 | (347,611) | |||||||||
| Additions to deferred financing costs | (102,849) | — | |||||||||
| Net cash provided by (used in) financing activities | 69,199 | (347,611) | |||||||||
| Net increase (decrease) in cash and cash equivalents | 658,962 | (7,744) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | 2 | (47) | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 658,964 | (7,791) | |||||||||
| Cash, cash equivalents and restricted cash at beginning of year | 124,271 | 8,254 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 783,235 | $ | 463 | |||||||
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Presented below are Statements of Cash Flows of CSC Investments II LLC (unaudited):
| CSC Investments II LLC | |||||||||||
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | (956,988) | $ | 346,962 | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 539,192 | 504,309 | |||||||||
| Indefinite-lived cable franchise rights impairment | 1,081,511 | — | |||||||||
| Loss on extinguishment of debt and write-off of deferred financing costs | 106,045 | — | |||||||||
| Amortization of deferred financing costs and discounts on indebtedness | 30,178 | 1,737 | |||||||||
| Share-based compensation expense | 11,925 | 19,683 | |||||||||
| Deferred income taxes | (54,818) | (22,423) | |||||||||
| Decrease in right-of-use assets | 13,876 | 14,773 | |||||||||
| Allowance for credit losses | 17,391 | 15,884 | |||||||||
| Other | 3,173 | 1,204 | |||||||||
| Change in operating assets and liabilities, net of effects of acquisitions and dispositions: | |||||||||||
| Accounts receivable, trade | (19,452) | 4,339 | |||||||||
| Prepaid expenses and other assets | (22,029) | (41,804) | |||||||||
| Amounts due from and due to affiliates | 187,793 | 26,541 | |||||||||
| Accounts payable and accrued liabilities | 54,385 | (170,586) | |||||||||
| Interest payable | 27,193 | (288) | |||||||||
| Deferred revenue | 52,056 | 21,107 | |||||||||
| Interest rate swap contracts | 932 | 5,562 | |||||||||
| Net cash provided by operating activities | 1,072,363 | 727,000 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | (425,305) | (363,176) | |||||||||
| Payments for acquisitions, net of cash acquired | — | (9,000) | |||||||||
| Other, net | (1,095) | 670 | |||||||||
| Net cash used in investing activities | (426,400) | (371,506) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from long-term debt | 2,756,954 | — | |||||||||
| Repayment of debt | (2,514,274) | (3,446) | |||||||||
| Issuance of preferred units, net of fees | 289,197 | — | |||||||||
| Principal payments on finance lease obligations | (299) | (327) | |||||||||
| Additions to deferred financing costs | (128,130) | — | |||||||||
| Distributions to parent | — | (371,428) | |||||||||
| Distributions to noncontrolling interests, net | — | (29,097) | |||||||||
| Other, net | (1,452) | — | |||||||||
| Net cash provided by (used in) financing activities | 401,996 | (404,298) | |||||||||
| Net increase (decrease) in cash and cash equivalents | 1,047,959 | (48,804) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | 2 | (47) | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 1,047,961 | (48,851) | |||||||||
| Cash, cash equivalents and restricted cash at beginning of year | 185,349 | 111,168 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 1,233,310 | $ | 62,317 | |||||||
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Presented below is a reconciliation of the net loss to adjusted EBITDA for CSC Holdings Restricted Group (unaudited):
| CSC Holdings Restricted Group | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net loss | $ | (344,833) | $ | (236,368) | $ | (2,206,948) | $ | (514,289) | |||||||||||||||
| Income tax benefit | (108,622) | (130,600) | (166,146) | (214,032) | |||||||||||||||||||
| Other income, net | (294) | (110) | (1,033) | (516) | |||||||||||||||||||
| Loss (gain) on investments and sale of affiliate interests, net | 10,958 | — | 10,958 | (5) | |||||||||||||||||||
| Loss on extinguishment of debt and write-off of deferred financing costs | — | 1,693 | — | 1,693 | |||||||||||||||||||
| Interest expense, net | 365,090 | 423,100 | 724,646 | 829,366 | |||||||||||||||||||
| Depreciation and amortization | 123,301 | 152,298 | 274,380 | 323,873 | |||||||||||||||||||
| Restructuring, impairments and other operating items (a) | 193,220 | 28,239 | 1,832,922 | 36,950 | |||||||||||||||||||
| Share-based compensation | 2,145 | 5,775 | 8,691 | 11,932 | |||||||||||||||||||
| Adjusted EBITDA | $ | 240,965 | $ | 244,027 | $ | 477,470 | $ | 474,972 | |||||||||||||||
(a)Includes an impairment charge related to our indefinite-lived cable franchise rights of $1,618,489 for the six months ended June 30, 2026.
Presented below is a reconciliation of the net income (loss) to adjusted EBITDA for the UnSub Group (unaudited):
| The UnSub Group | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income (loss) | $ | 64,013 | $ | 142,608 | $ | (1,459,263) | $ | 322,595 | |||||||||||||||
| Income tax expense | 46,526 | 65,790 | 80,924 | 148,631 | |||||||||||||||||||
| Other expense, net | 284 | 698 | 734 | 1,535 | |||||||||||||||||||
| Loss on extinguishment of debt and write-off of deferred financing costs | — | — | 98,407 | — | |||||||||||||||||||
| Interest expense, net | 88,111 | 176 | 165,617 | 328 | |||||||||||||||||||
| Depreciation and amortization | 255,157 | 231,155 | 482,232 | 447,992 | |||||||||||||||||||
| Restructuring, impairments and other operating items (a) | 12,897 | 38,146 | 1,570,558 | 50,734 | |||||||||||||||||||
| Share-based compensation | 3,494 | 10,391 | 11,925 | 19,683 | |||||||||||||||||||
| Adjusted EBITDA | $ | 470,482 | $ | 488,964 | $ | 951,134 | $ | 991,498 | |||||||||||||||
(a)Includes an impairment charge related to our indefinite-lived cable franchise rights of $1,551,511 for the six months ended June 30, 2026.
52
Presented below is a reconciliation of the net income (loss) to adjusted EBITDA for CSC Investments II (unaudited):
| CSC Investments II | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income (loss) | $ | 81,652 | $ | 157,994 | $ | (956,988) | $ | 346,962 | |||||||||||||||
| Income tax expense | 46,620 | 65,893 | 81,094 | 148,807 | |||||||||||||||||||
| Other expense, net | 310 | 728 | 781 | 1,596 | |||||||||||||||||||
| Loss (gain) on interest rate swap contracts, net | — | (430) | (2,398) | 1,289 | |||||||||||||||||||
| Loss on extinguishment of debt and write-off of deferred financing costs | — | — | 106,045 | — | |||||||||||||||||||
| Interest expense, net | 111,888 | 23,140 | 211,614 | 46,559 | |||||||||||||||||||
| Depreciation and amortization | 283,775 | 257,399 | 539,192 | 504,309 | |||||||||||||||||||
| Restructuring, impairments and other operating items (a) | 13,747 | 38,534 | 1,101,674 | 51,419 | |||||||||||||||||||
| Share-based compensation | 3,494 | 10,391 | 11,925 | 19,683 | |||||||||||||||||||
| Adjusted EBITDA | $ | 541,486 | $ | 553,649 | $ | 1,092,939 | $ | 1,120,624 | |||||||||||||||
(a)Includes an impairment charge related to our indefinite-lived cable franchise rights of $1,081,511 for the six months ended June 30, 2026.
53
LIQUIDITY AND CAPITAL RESOURCES
Optimum Communications has no operations independent of its subsidiaries. Funding for our subsidiaries has generally been provided by cash flow from their respective operations, cash on hand and borrowings under the CSC Holdings revolving credit facility and the proceeds from the issuance of securities and borrowings under syndicated term loans in the capital markets. Our decision as to the use of cash generated from operating activities, cash on hand, borrowings under the revolving credit facility or accessing the capital markets has been based upon an ongoing review of the funding needs of the business, the optimal allocation of cash resources, the timing of cash flow generation and the cost of borrowing under the revolving credit facility, debt securities, and syndicated term loans.
We expect to utilize Free Cash Flow and availability under the CSC Holdings revolving credit facility, as well as future refinancing transactions, to further extend the maturities of, or reduce the principal on, our debt obligations. The timing and terms of any refinancing transactions will be subject to, among other factors, market conditions. Additionally, we may, from time to time, depending on market conditions and other factors, use cash on hand and the proceeds from other borrowings to repay the outstanding debt through open market purchases, privately negotiated purchases, tender offers, exchange offers or redemptions, or engage in similar transactions.
We believe existing cash balances, operating cash flows and availability under the CSC Holdings revolving credit facility will provide adequate funds to support our current operating plan and make planned capital expenditures for the next twelve months. However, we must refinance or restructure our debt, or raise additional capital sufficient to satisfy our debt maturities in April 2027 and July 2027.
Our ability to refinance our debt or access the capital markets is subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control. Competition, market disruptions or a deterioration in economic conditions could lead to lower demand for our products, as well as lower levels of advertising, and increased incidence of customers' inability to pay for the services we provide. These events would adversely impact our results of operations, cash flows and financial position. Although we currently believe amounts available under the CSC Holdings revolving credit facility will be available in accordance with its terms, we can provide no assurance that access to such funds will not be impacted by adverse conditions in the financial markets or other conditions beyond our control. The obligations of the financial institutions under the revolving credit facility are several and not joint and, as a result, a funding default by one or more institutions does not need to be made up by the others.
In the longer term, we may not be able to generate sufficient cash from operations to fund anticipated capital expenditures, meet all existing future contractual payment obligations and repay our debt at maturity. As a result, we could be dependent upon our continued access to the capital and credit markets to issue additional debt or equity or refinance existing debt obligations. We intend to raise significant amounts of funding over the next several years to fund capital expenditures, repay existing obligations and meet other obligations, and the failure to do so successfully could adversely affect our business, financial condition, liquidity, and results of operations. If we are unable to do so, we will need to take other actions including deferring capital expenditures, selling assets, seeking strategic investments from third parties or reducing discretionary uses of cash.
As reflected on the consolidated financial statements, as of June 30, 2026, we had cash and cash equivalents of $1,296,270, and we had principal amounts of debt of $4,122,500 maturing in April 2027 and $2,225,000 maturing in July 2027. Our ability to address these maturities depends on our ability to successfully refinance, restructure or otherwise extend such indebtedness or to raise additional capital to repay the indebtedness.
Because we do not currently have committed financing or cash and cash equivalents combined with projected future cash flows sufficient to satisfy our debt maturities arising within the next twelve months, substantial doubt exists about our ability to continue as a going concern within one year after the date these consolidated financial statements are issued. While management is pursuing efforts to refinance or restructure the Company’s debt, or to raise additional capital sufficient to satisfy these debt maturities, there is no assurance these efforts will be successful. See “Risk Factors—We currently do not have the necessary cash on hand, projected future cash flows or committed financing to fund our obligations over the next twelve months, which raises substantial doubt about our ability to continue as a going concern” for additional information on risks related to our indebtedness.
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Debt Outstanding
The following tables summarize the carrying value of our outstanding debt, net of unamortized deferred financing costs, discounts and premiums (excluding accrued interest) as of June 30, 2026, as well as interest expense for the six months ended June 30, 2026:
| CSC Holdings Restricted Group | The UnSub Group | Lightpath | Optimum Communications/ CSC Holdings | ||||||||||||||||||||
| Debt outstanding (a)(b): | |||||||||||||||||||||||
| Credit facility debt | $ | 5,033,627 | $ | 2,923,712 | $ | — | $ | 7,957,339 | |||||||||||||||
| Senior guaranteed notes | 10,685,375 | — | — | 10,685,375 | |||||||||||||||||||
| Senior notes | 6,162,803 | — | — | 6,162,803 | |||||||||||||||||||
| Subtotal | 21,881,805 | 2,923,712 | — | 24,805,517 | |||||||||||||||||||
| Secured Fiber Network Revenue Notes | — | — | 1,633,079 | 1,633,079 | |||||||||||||||||||
| Finance lease obligations | 112,169 | — | — | 112,169 | |||||||||||||||||||
| Total debt | $ | 21,993,974 | $ | 2,923,712 | $ | 1,633,079 | $ | 26,550,765 | |||||||||||||||
| Interest expense (a) | $ | 730,475 | $ | 169,218 | $ | 47,963 | $ | 947,656 | |||||||||||||||
(a)Excludes principal balance of notes payable to affiliate reflected on CSC Holdings' balance sheet and the related interest expense which are eliminated in the Optimum Communications consolidated financial statements. See Note 13.
(b)Includes interest expense of $3,167 related to the NYC ABS receivables facility loan that was repaid in January 2026.
Payment Obligations Related to Debt
As of June 30, 2026, total amounts payable in connection with our outstanding obligations, including related interest, but excluding finance lease obligations and the impact of our interest swap agreements, were as follows:
| CSC Holdings Restricted Group | UnSub Group | Lightpath | Optimum Communications/ CSC Holdings | ||||||||||||||||||||
| 2026 | $ | 740,110 | $ | 141,825 | $ | 47,338 | $ | 929,273 | |||||||||||||||
| 2027 | 7,536,246 | 281,325 | 93,899 | 7,911,470 | |||||||||||||||||||
| 2028 | 3,939,143 | 3,358,075 | 95,451 | 7,392,669 | |||||||||||||||||||
| 2029 | 4,385,844 | — | 94,417 | 4,480,261 | |||||||||||||||||||
| 2030 | 6,018,844 | — | 94,417 | 6,113,261 | |||||||||||||||||||
| Thereafter | 3,109,375 | — | 1,703,313 | 4,812,688 | |||||||||||||||||||
| Total | $ | 25,729,562 | $ | 3,781,225 | $ | 2,128,835 | $ | 31,639,622 | |||||||||||||||
For financing purposes, we have three debt silos: CSC Holdings, the UnSub Group (defined below) and Lightpath. The CSC Holdings silo is structured as a restricted group (the "CSC Holdings Restricted Group") and an unrestricted group, which includes Cablevision Litchfield, LLC ("Cablevision Litchfield"), CSC Optimum Holdings, LLC ("CSC Optimum") and certain subsidiaries of CSC Holdings designated as "unrestricted subsidiaries" for the purposes of the CSC Holdings silo (collectively, the "UnSub Group"). The CSC Holdings Restricted Group is comprised of CSC Holdings and its wholly-owned operating subsidiaries, excluding Lightpath and the UnSub Group. The CSC Holdings Restricted Group is subject to the covenants and restrictions of CSC Holdings' credit facility and indentures governing the notes issued by CSC Holdings. The Lightpath silo includes substantially all of Lightpath's operating subsidiaries which are subject to the covenants and restrictions of the secured fiber network revenue notes issued by Lightpath. The UnSub Group is subject to the covenants and restrictions of the UnSub Group Facility.
CSC Holdings Restricted Group
Sources of cash for the CSC Holdings Restricted Group include primarily cash flow from the operations of the businesses in the CSC Holdings Restricted Group, borrowings under its credit facility and issuance of securities in the capital markets, contributions from its parent, and, from time to time, distributions or loans from its subsidiaries. The CSC Holdings Restricted Group's principal uses of cash include: capital spending, in particular, the capital
55
requirements associated with the upgrade of our digital broadband, video, and telephony services, including costs to build our FTTH network; debt service; other corporate expenses and changes in working capital; and investments that it may fund from time to time.
CSC Holdings Credit Facilities
In October 2015, a wholly-owned subsidiary of Optimum Communications, which merged with and into CSC Holdings on June 21, 2016, entered into a senior secured credit facility, which, as amended, currently provides for U.S. dollar term loans comprising (i) an incremental term loan amount of $3,000,000 ($2,812,500 outstanding as of June 30, 2026) ("Incremental Term Loan B-5") and U.S. dollar revolving loan commitments in an aggregate principal amount of $2,475,000 ($2,225,000 outstanding as of June 30, 2026) (the "CSC Revolving Credit Facility" and, together with the Incremental Term Loan B-5, the "CSC Credit Facilities"), which are governed by a credit facilities agreement entered into by, inter alios, CSC Holdings, certain lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent and security agent (as amended, restated, supplemented, or otherwise modified from time to time, the "CSC Credit Facilities Agreement").
In November 2025, the proceeds from the issuance of the Incremental Term Loan B-7 were used to (i) repay the outstanding principal balance of the Incremental Term Loan B-6 and (ii) pay the fees, costs and expenses associated with these transactions.
At June 30, 2026, $174,799 of the CSC Revolving Credit Facility was restricted for certain letters of credit issued on our behalf and $75,201 was undrawn and available, subject to covenant limitations.
As of June 30, 2026, CSC Holdings was in compliance with applicable financial covenants under the CSC Credit Facilities.
See Note 9 to our consolidated financial statements for further information regarding the CSC Credit Facilities Agreement.
Senior Guaranteed Notes and Senior Notes
As of June 30, 2026, CSC Holdings was in compliance with the covenants under each respective indenture by which the senior guaranteed notes and senior notes were issued.
UnSub Group Credit Facility
On November 25, 2025, Cablevision Litchfield, LLC ("Cablevision Litchfield"), and CSC Optimum LLC ("CSC Optimum"), each an indirect wholly-owned subsidiary of the Company, entered into a Credit Agreement (the "Initial UnSub Group Credit Facility"), by and among Cablevision Litchfield and CSC Optimum, each as a borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. The Initial UnSub Group Credit Facility provided for, among other things, initial term loans in an aggregate principal amount of $2,000,000 (the "Initial UnSub Group Credit Facility Loans"). The Initial UnSub Group Credit Facility Loans were used to repay in full the Incremental Term Loan B-7 under the CSC Credit Facilities.
On January 12, 2026, Cablevision Litchfield and CSC Optimum entered into an Amended and Restated Credit Agreement (the "A&R UnSub Credit Agreement"), by and among Cablevision Litchfield and CSC Optimum, each as a borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. The A&R UnSub Credit Agreement provided for, among other things, incremental term loans in an aggregate principal amount of $1,100,000 (the "Incremental UnSub Credit Facility Loans" and, together with the Initial UnSub Group Credit Facility Loans, the "Credit Facility Loans"). Effective February 11, 2026, Cablevision Funding joined the A&R UnSub Credit Agreement as borrower under solely the Incremental UnSub Credit Facility Loans. The A&R UnSub Credit Agreement amended and restated the Initial UnSub Group Credit Facility in its entirety (as so amended and restated, the "UnSub Group Credit Facility"). The Incremental UnSub Credit Facility Loans were used to repay in full the NYC ABS Loan and Security Agreement (defined above) and pay certain costs associated with the transactions. The remaining proceeds are being used for other general corporate purposes. The UnSub Group Credit Facility Loans will (i) mature on November 25, 2028, (ii) accrue interest at a fixed rate per annum equal to 9.0%, and (iii) not amortize.
The Unsub Group entered into a Second Amended and Restated Credit Agreement, dated as of July 6, 2026 (the “Second A&R UnSub Credit Agreement”). The Second A&R UnSub Credit Agreement provides for, among other things, an incremental term loan commitment in an aggregate principal amount of $250 million. The loans made pursuant to such incremental term loan commitment on July 6, 2026 (the “UnSub Incremental Term Loan”) have
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substantially similar terms as the term loans that have been outstanding under the A&R UnSub Credit Agreement, which term loans will remain outstanding under the Second A&R UnSub Credit Agreement, and will (i) mature on November 25, 2028, (ii) accrue interest at a fixed rate per annum equal to 9.000% and (iii) not amortize. We received an additional $250,000 of proceeds and incurred additional deferred financing costs of $13,760. The proceeds from the UnSub Incremental Term Loan are expected to be used for general corporate purposes.
Lightpath
Sources of cash for Lightpath include existing cash balances, operating cash flows from its operating subsidiaries and availability under the Variable Funding Notes and a Liquidity Funding Note facility discussed below.
Lightpath Secured Fiber Network Revenue Notes
On March 3, 2026, Cablevision Lightpath LLC ("Lightpath") refinanced all of its outstanding indebtedness through an asset‑backed securitization ("ABS") transaction. In connection with the refinancing, Lightpath repaid in full and terminated all prior debt facilities, including its senior notes, senior secured notes and its term loan facility balance previously outstanding. Upon repayment, all liens and guarantees associated with the prior facilities were released and all commitments were terminated.
The refinancing was executed through the issuance by Lightpath Fiber Issuer LLC (the “Issuer”) of Secured Fiber Network Revenue Notes, Series 2026‑1 (the “Series 2026‑1 Notes”). The Issuer is a newly formed, wholly owned and bankruptcy-remote indirect subsidiary of Lightpath.
The notes consist of $1,527,000 in aggregate principal amount of Series 2026-1, Class A-2 Notes (the “Class A-2 Notes”) and $130,000 in aggregate principal amount of Series 2026-1, Class B Notes (the “Class B Notes”). The Class A-2 Notes bear interest at a rate of 5.597%, and the Class B Notes bear interest at a rate of 5.890%.
In addition to the Series 2026-1 Notes, the Issuer also entered into a Variable Funding Note (“VFN”) facility with a revolving commitment of up to $100,000 (expandable to $300,000 subject to conditions), and a Liquidity Funding Note facility of up to $45,000, designed to support working capital and liquidity needs within the ABS structure.
Proceeds from the issuance of the Series 2026-1 Notes were used to repay all outstanding Lightpath indebtedness existing prior to the refinancing, fund required reserve accounts, including a liquidity reserve account, pay transaction fees, expenses, and other costs associated with the ABS issuance and general corporate purposes.
The Series 2026‑1 Term Notes are secured by substantially all of the fiber network assets and related customer agreements of Lightpath's asset‑owning securitized subsidiaries, which collectively serve as collateral for the securitization. The Notes are non‑recourse to Lightpath and its non‑securitized subsidiaries, other than through the guarantees provided within the ABS structure by the asset‑owning entities and Lightpath Fiber Guarantor LLC.
Interest on the Series 2026-1 Notes is fixed, payable monthly in arrears, beginning April 2026, and mature in March 2031. The securitization includes customary cash‑flow waterfalls, reserve accounts, financial covenants—including a senior debt service coverage ratio—and provisions for optional and mandatory prepayments.
Following this refinancing, Lightpath's revolving credit facility is no longer available, and borrowings will occur within the ABS structure through the Variable Funding Notes, subject to meeting required borrowing conditions. As of June 30, 2026, $6,288 of the available VFN facility was restricted for certain letters of credit issued on Lightpath's behalf.
Private Placement of Redeemable Preferred Units
On May 29, 2026, CSC Investments II LLC ("CSC II"), an indirect wholly owned subsidiary of Optimum Communications, sold to certain institutional accredited investors newly issued Series A Preferred Units of CSC II (the “Preferred Units”) having an initial stated value of $300,000 for an aggregate purchase price of $300,000 (the “Private Placement Transaction”). See Note 9 of the accompanying consolidated financial statements for further details.
Private Exchange Transaction
On May 29, 2026, CSC II entered into an exchange transaction (the “Private Exchange Transaction”) with Next Alt and its affiliate, Next Partner, L.P. (“Next Partner” and, together with Next Alt, the “Next Entities”), certain members of Optimum Communications' board of directors and executive management. In the Private Exchange Transaction, CSC II issued additional Preferred Units having an initial stated value of $200,000 to Next Partner in exchange for 5,846,652 shares of Optimum Class A common stock, par value $0.01 per share (“Class A shares”) owned by Next
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Alt, and 74,153,348 shares of Optimum Class B common stock, par value $0.01 per share (“Class B shares”) owned by Next Alt, implying a price of $2.50 per common share, and Preferred Units having an aggregate initial stated value of $12,503 to such members of Optimum Communications' board of directors and executive management in exchange for 5.0 million Class A shares. Such exchanged common shares are held by CSC II and were not canceled. See Note 9 of the accompanying consolidated financial statements for further details.
Next Alt is a personal holding company of Patrick Drahi, who is its controlling shareholder and a member of Optimum Communications’ board of directors. As of May 27, 2026, Next Alt beneficially owned approximately 39.6% of the Company’s outstanding Class A shares and approximately 99.9% of the Company’s outstanding Class B shares, representing in the aggregate approximately 94.0% of the voting power of the Company. After giving effect to the Private Exchange Transaction, Next Alt beneficially owned approximately 27.8% of the Company’s outstanding Class A shares and approximately 99.9% of the Company’s outstanding Class B shares, representing in the aggregate approximately 90.5% of the voting power of the Company.
Cash Tender Offer
In July 2026, in accordance with the terms and conditions of a tender offer by CSC II (the "Tender Offer") to purchase shares of Class A common stock of Optimum Communications from unaffiliated stockholders at a purchase price of $2.50 per share, CSC II purchased 120,000,000 shares for an aggregate purchase price of $300,000, excluding fees and expenses related to the Tender Offer. See Note 17 of the accompanying consolidated financial statements for further details.
Fair Value of Debt
At June 30, 2026, the fair value of our fixed rate debt, comprised of our senior guaranteed, our senior notes, Unsub Group Credit Facility and secured fiber network revenue notes of $12,669,645 was lower than its carrying value of $21,404,969 by $8,735,324. The fair value of these financial instruments is estimated based on reference to quoted market prices for these or comparable securities or in the case of our UnSub Group Credit Facility loan based on a discounted cash flow model. Our floating rate borrowings, comprised of our term loan and revolving credit facilities bear interest in reference to current SOFR-based market rates and thus their principal values approximate fair value. The effect of a hypothetical 100 basis point decrease in interest rates prevailing at June 30, 2026 would increase the estimated fair value of our fixed rate debt by $316,374 to $12,986,019. This estimate is based on the assumption of an immediate and parallel shift in interest rates across all maturities.
Interest Rate Risk
To manage interest rate risk, we have from time to time entered into interest rate swap contracts to adjust the proportion of total debt that is subject to variable and fixed interest rates. Such contracts effectively fix the borrowing rates on floating rate debt to provide an economic hedge against the risk of rising rates and effectively convert fixed rate borrowings to variable rates to permit us to realize lower interest expense in a declining interest rate environment. We monitor the financial institutions that are counterparties to our interest rate swap contracts and we only enter into interest rate swap contracts with financial institutions that are rated investment grade. All such contracts are carried at their fair market values on our consolidated balance sheets, with changes in fair value reflected in the consolidated statements of operations. Our interest rate swap contracts are not designated as hedges for accounting purposes. In February 2026, we terminated all our interest rate swap agreements and received cash of $2,458. For the six months ended June 30, 2026, we recorded a gain on interest rate swap contracts of $2,398.
As of June 30, 2026, we did not hold and have not issued derivative instruments for trading or speculative purposes.
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Capital Expenditures
The following table presents our capital expenditures:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Customer premise equipment | $ | 83,692 | $ | 86,173 | $ | 179,897 | $ | 208,022 | |||||||||||||||
| Network infrastructure | 99,565 | 156,104 | 195,537 | 269,394 | |||||||||||||||||||
| Support and other | 48,459 | 85,468 | 87,976 | 151,967 | |||||||||||||||||||
| Business Services | 88,309 | 55,774 | 164,319 | 110,260 | |||||||||||||||||||
| Capital expenditures (cash basis) | 320,025 | 383,519 | 627,729 | 739,643 | |||||||||||||||||||
| Right-of-use assets acquired in exchange for finance lease obligations | 14,252 | 12,235 | 19,186 | 18,202 | |||||||||||||||||||
| Notes payable issued to vendor for the purchase of equipment and other assets | 634 | — | 2,511 | — | |||||||||||||||||||
| Change in accrued and unpaid purchases and other | 9,089 | (22,083) | (37,682) | (39,435) | |||||||||||||||||||
| Capital expenditures (accrual basis) | $ | 344,000 | $ | 373,671 | $ | 611,744 | $ | 718,410 | |||||||||||||||
Customer premise equipment includes expenditures for drop cable, fiber gateways, modems, routers and other equipment installed at customer locations. Network infrastructure includes (i) scalable infrastructure, such as headend and related equipment, (ii) line extensions, such as fiber and coaxial cable, amplifiers, electronic equipment and design and engineering costs to expand the network, and (iii) upgrade and rebuild, including costs to modify or replace existing segments of the network. Support and other capital expenditures include costs associated with the replacement or enhancement of non-network assets, such as software systems, vehicles, facilities, and office equipment. Business services capital expenditures include primarily equipment, support and other costs related to our fiber-based telecommunications business serving enterprise customers.
Cash Flow Discussion
Optimum Communications
Operating Activities
Net cash provided by operating activities amounted to $398,409 for the six months ended June 30, 2026 as compared to $599,448 for the six months ended June 30, 2025.
The decrease in net cash provided by operating activities of $201,039 in 2026 as compared to 2025 resulted from a decrease of $241,775 due to changes in working capital (including a decrease in interest payments of $15,441, offset by an increase in tax payments of $11,633) as a result of the timing of payments of liabilities, and collections of accounts receivable, among other items, partially offset by an increase in net income before depreciation and amortization and other non-cash items of $40,736.
Investing Activities
Net cash used in investing activities for the six months ended June 30, 2026 was $622,851 compared to $745,555 for the six months ended June 30, 2025. Our investing activities consisted primarily of capital expenditures of $627,729 and $739,643 for the six months ended June 30, 2026 and 2025, respectively.
Financing Activities
Net cash provided by financing activities amounted to $447,496 for the six months ended June 30, 2026, compared to $135,982 for the six months ended June 30, 2025.
In 2026, our financing activities consisted of proceeds from long-term debt of $2,856,954 and proceeds from issuance of redeemable preferred units, net of fees paid of $289,197, partially offset by the repayment of debt of $2,544,621, additions to deferred financing costs of $128,130, principal payments on finance lease obligations of $12,636, and other cash payments of $13,268.
In 2025, our financing activities consisted primarily of proceeds from long-term debt of $675,000, partially offset by the repayment of debt of $404,839, principal payments on finance lease obligations of $92,579, distributions to noncontrolling interests of $26,452 and other cash payments of $15,148.
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CSC Holdings
Operating Activities
Net cash provided by operating activities amounted to $393,206 for the six months ended June 30, 2026 as compared to $602,711 for the six months ended June 30, 2025.
The decrease in cash provided by operating activities of $209,505 in 2026 as compared to 2025 resulted from a decrease of $252,709 due to changes in working capital (including a decrease in interest payments of $15,202, offset by an increase in tax payments of $11,633) as a result of the timing of payments of liabilities and collections of accounts receivable, among other items, partially offset by an increase in net income before depreciation and amortization and other non-cash items of $43,204.
Investing Activities
Net cash used in investing activities for the six months ended June 30, 2026 was $622,851 compared to $745,555 for the six months ended June 30, 2025. CSC Holdings' investing activities consisted primarily of capital expenditures of $627,729 and $739,643 for the six months ended June 30, 2026 and 2025, respectively.
Financing Activities
Net cash provided by financing activities amounted to $450,402 for the six months ended June 30, 2026, compared to $131,892 for the six months ended June 30, 2025.
In 2026, CSC Holdings' financing activities consisted of proceeds from long-term debt of $2,856,954 and proceeds from issuance of redeemable preferred units of $289,197, partially offset by repayment of debt of $2,548,621, additions to deferred financing costs of $128,130, principal payments on finance lease obligations of $12,636, and other cash payments of $6,362.
In 2025, CSC Holdings' financing activities consisted primarily of proceeds from long-term debt of $675,000, partially offset by repayment of debt of $408,839, principal payments on finance lease obligations of $92,579, distributions to noncontrolling interests of $26,452, distributions to parent of $9,738 and other cash payments of $5,500.
Commitments and Contingencies
As of June 30, 2026, our commitments and contingencies not reflected on our balance sheet decreased to approximately $3,400,000 as compared to approximately $4,100,000 as of December 31, 2025. This decrease relates primarily to payments made in 2026 pursuant to programming commitments and a reduction in programming commitments due to a decrease in the number of video customers as of June 30, 2026 as compared to December 31, 2025.
The preparation of our consolidated financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, revenue and expenses. For a complete discussion of the accounting judgments and estimates that we have identified as critical in the preparation of our consolidated financial statements, please refer to our Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Information relating to market risk is included in Item 2, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" under the captions "Fair Value of Debt" and "Interest Rate Risk."
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation was carried out under the supervision and with the participation of Optimum Communications' management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined under SEC rules). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective as of June 30, 2026.
Changes in Internal Control
During the three months ended June 30, 2026, there were no changes in our internal control over financial reporting that materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Refer to Note 14 to our consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of our legal proceedings.
Item 1A. Risk Factors
We currently do not have the necessary cash on hand, projected future cash flows or committed financing to fund our obligations over the next twelve months, which raises substantial doubt about our ability to continue as a going concern.
As of the date of this report, we have significant near-term debt maturities, including $4,122,500 principal amount of debt maturing in April 2027 and $2,225,000 maturing in July 2027. We do not currently have sufficient cash on hand, projected future cash flows from operations or committed financing, or other definitive arrangements, to pay this amount at maturity. These conditions raise substantial doubt about our ability to continue as a going concern, as further discussed in Note 2 in the notes to our consolidated financial statements included in this Quarterly Report on Form 10-Q.
Our ability to address our future debt obligations will depend on our ability to refinance, restructure or otherwise extend the maturities of such indebtedness or to raise additional capital. While we are pursuing efforts in respect of these alternatives, there can be no assurance that we will be successful in obtaining such financing or completing a transaction on acceptable terms, on a timely basis or at all. Further, if we are unable to successfully raise additional capital, negotiate with debt holders to refinance, restructure or extend the maturities of our indebtedness, or otherwise secure adequate sources of liquidity, we may be forced to delay, curtail or discontinue certain operations or strategic initiatives.
The presence of this uncertainty surrounding our ability to continue as a going concern may also adversely impact the price of our securities, harm our current, future and potential relationships with suppliers, vendors, customers, employees and creditors, and may limit our ability to access additional financing on acceptable terms or at all. There can be no assurance that management’s plans to mitigate these risks will be successful. If we are unable to secure adequate liquidity on an acceptable timeline or at all, we may not be able to continue as a going concern, which could result in a total loss of your investment. In addition, as our cash and cash equivalents balance declines, the risks described above may continue, increase or accelerate at any time and with or without notice. We cannot guarantee the timing or outcome of any resolution and any resolution we may negotiate may materially adversely impact our business, financial condition and operations.
Item 5. Other Information
None.
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Item 6. Exhibits
| EXHIBIT NO. | DESCRIPTION | |||||||
10.1# | Certificate of Designation of Series A Preferred Units of CSC Investments II LLC | |||||||
10.2 | First Amendment, dated May 29, 2026, to Amended and Restated Credit Agreement, dated as of January 12, 2026, by and among Cablevision Litchfield, LLC and CSC Optimum Holdings, LLC, each as a borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-38126) filed on June 1, 2026). | |||||||
10.3 | Second Amended and Restated Credit Agreement, dated as of July 6, 2026, by and among Cablevision Litchfield, LLC and CSC Optimum Holdings, LLC, each as a borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-38126) filed on July 6, 2026). | |||||||
31.1 | Section 302 Certification of the CEO. | |||||||
31.2 | Section 302 Certification of the CFO. | |||||||
32 | Section 906 Certifications of the CEO and CFO. | |||||||
| 101 | The following financial statements from Optimum Communications' Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 filed with the Securities and Exchange Commission on August 6, 2026 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Loss; (iv) the Consolidated Statements of Stockholders' Deficiency; (v) the Consolidated Statements of Cash Flows; and (vi) the Combined Notes to Consolidated Financial Statements. | |||||||
| 104 | The cover page from this Quarterly Report on Form 10-Q formatted in Inline XBRL. | |||||||
# Certain confidential information contained in this agreement (indicated by brackets and asterisks) has been omitted because it is both (i) not material and (ii) the type of information that the Company treats as private or confidential.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Optimum Communications, Inc. | ||||||||||||||
| Date: | August 6, 2026 | /s/ Marc Sirota | ||||||||||||
| By: | Marc Sirota Chief Financial Officer | |||||||||||||
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