Charter Communications Operating, LLC Charter Communications Operating Capital Corp
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Charter Communications Operating, LLC Charter Communications Operating Capital Corp. Quarterly Report For the three and six months ended June 30, 2010 Charter Communications Operating, LLC Charter Communications Operating Capital Corp. Quarterly Report for the Period ended June 30, 2010 Table of Contents PART I. FINANCIAL INFORMATION Page Item 1. Financial Statements - Charter Communications Operating, LLC and Subsidiaries Condensed Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009 4 Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2010 and 2009 5 Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2009 6 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 18 Item 3. Quantitative and Qualitative Disclosures about Market Risk 28 Item 4. Controls and Procedures 29 PART II. OTHER INFORMATION Item 1. Legal Proceedings 30 Item 1A. Risk Factors 32 This quarterly report is for the three and six months ended June 30, 2010. In this quarterly report, "we," "us" and "our" refer to Charter Communications Operating, LLC and its subsidiaries. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS: This quarterly report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), regarding, among other things, our plans, strategies and prospects, both business and financial including, without limitation, the forward-looking statements set forth in the "Results of Operations" and "Liquidity and Capital Resources" sections under Part I, Item 2. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in this quarterly report. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under "Risk Factors" under Part II, Item 1A and the factors described under “Risk Factors” under Part I, Item 1A of our most recent Annual Report. Many of the forward-looking statements contained in this quarterly report may be identified by the use of forward-looking words such as "believe," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated," "aim," "on track," "target," "opportunity," “tentative,” “positioning” and "potential," among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this quarterly report are set forth in this quarterly report and in other reports or documents, and include, but are not limited to: • our ability to sustain and grow revenues and cash flows from operating activities by offering video, high-speed Internet, telephone and other services to residential and commercial customers, and to maintain and grow our customer base, particularly in the face of increasingly aggressive competition and the difficult economic conditions in the United States; • the impact of competition from other distributors, including but not limited to incumbent telephone companies, direct broadcast satellite operators, wireless broadband providers, and digital subscriber line ("DSL") providers and competition from video provided over the Internet; • general business conditions, economic uncertainty or downturn, high unemployment levels and the significant downturn in the housing sector and overall economy; • our ability to obtain programming at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher programming costs (including retransmission consents); • our ability to adequately deliver customer service; • the effects of governmental regulation on our business; • the availability and access, in general, of funds to meet our and our parent companies’ debt obligations, prior to or when they become due, and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) cash flows from operating activities, (iii) access to the capital or credit markets including through new issuances, exchange offers or otherwise, especially given recent volatility and disruption in the capital and credit markets, or (iv) other sources and our and our parent companies’ ability to fund debt obligations (by dividend, investment or otherwise) to the applicable obligor of such debt; and • our and our parent companies’ ability to comply with all covenants in our and our parent companies’ indentures and credit facilities, any violation of which, if not cured in a timely manner, could trigger a default of our and our parent companies’ other obligations under cross-default provisions. All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. We are under no duty or obligation to update any of the forward-looking statements after the date of this quarterly report. 3 PART I. FINANCIAL INFORMATION. Item 1. Financial Statements. CHARTER COMMUNICATIONS OPERATING, LLC AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (DOLLARS IN MILLIONS) Successor June 30, December 31, 2010 2009 (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 34 $ 506 Restricted cash and cash equivalents 27 27 Accounts receivable, less allowance for doubtful accounts of $23 and $11, respectively 248 247 Prepaid expenses and other current assets 35 45 Total current assets 344 825 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net of accumulated depreciation 6,867 6,797 Franchises 5,269 5,272 Customer relationships, net 2,167 2,335 Goodwill 951 951 Total investment in cable properties, net 15,254 15,355 OTHER NONCURRENT ASSETS 159 38 Total assets $ 15,757 $ 16,218 LIABILITIES AND MEMBERS’ EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 780 $ 727 Payables to related party 230 225 Current portion of long-term debt -- 70 Total current liabilities 1,010 1,022 LONG-TERM DEBT 8,674 10,044 LOANS PAYABLE – RELATED PARTY 542 494 OTHER LONG-TERM LIABILITIES 319 275 MEMBERS’ EQUITY: Member’s equity 5,019 4,158 Accumulated other comprehensive loss (50) -- Total Charter Operating member’s equity 4,969 4,158 Noncontrolling interest 243 225 Total members’ equity 5,212 4,383 Total liabilities and members’ equity $ 15,757 $ 16,218 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 CHARTER COMMUNICATIONS OPERATING, LLC AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN MILLIONS) Unaudited Three Months Ended Six Months Ended Successor Predecessor Successor Predecessor June 30, June 30, June 30, June 30, 2010 2009 2010 2009 REVENUES $ 1,771 $ 1,690 $ 3,506 $ 3,352 COSTS AND EXPENSES: Operating (excluding depreciation and amortization) 766 715 1,517 1,428 Selling, general and administrative 364 343 716 687 Depreciation and amortization 380 329 749 650 Other operating (income) expenses, net 7 2 19 (48) 1,517 1,389 3,001 2,717 Income from operations 254 301 505 635 OTHER EXPENSES: Interest expense, net (140) (132) (275) (313) Reorganization items, net (1) (160) (5) (252) Loss on extinguishment of debt (18) -- (18) -- Other expenses, net -- -- -- (3) (159) (292) (298) (568) Income before income taxes 95 9 207 67 INCOME TAX EXPENSE -- (4) (6) (7) Consolidated net income 95 5 201 60 Less: Net income – noncontrolling interest (9) (11) (18) (22) Net income (loss) – Charter Operating member $ 86 $ (6) $ 183 $ 38 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 CHARTER COMMUNICATIONS OPERATING, LLC AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN MILLIONS) Unaudited Six Months Ended Successor Predecessor June 30, June 30, 2010 2009 CASH FLOWS FROM OPERATING ACTIVITIES: Consolidated net income $ 201 $ 60 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and amortization 749 650 Noncash interest expense 48 11 Noncash reorganization items, net -- 83 Loss on extinguishment of debt 17 -- Deferred income taxes 2 3 Other, net 13 23 Changes in operating assets and liabilities, net of effects from dispositions: Accounts receivable (1) 7 Prepaid expenses and other assets 10 (32) Accounts payable, accrued expenses and other 43 (127) Payable to related party 32 (47) Net cash flows from operating activities 1,114 631 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (649) (540) Change in accrued expenses related to capital expenditures -- (19) Other, net (4) -- Net cash flows from investing activities (653) (559) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt 25 -- Borrowings from related parties 30 -- Repayments of long-term debt (1,614) (34) Repayments to related parties -- (75) Payments for debt issuance costs (31) -- Contributions 714 -- Distributions (54) -- Other, net (3) -- Net cash flows from financing activities (933) (109) NET DECREASE IN CASH AND CASH EQUIVALENTS (472) (37) CASH AND CASH EQUIVALENTS, beginning of period 533 946 CASH AND CASH EQUIVALENTS, end of period $ 61 $ 909 CASH