COVER PAGE
COVER PAGE - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 16, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36863 | ||
Entity Registrant Name | Cable One, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 13-3060083 | ||
Entity Address, Address Line One | 210 E. Earll Drive | ||
Entity Address, City or Town | Phoenix | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85012 | ||
City Area Code | 602 | ||
Local Phone Number | 364-6000 | ||
Title of 12(b) Security | Common Stock, par value $0.01 | ||
Trading Symbol | CABO | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3.7 | ||
Entity Common Stock, Shares Outstanding | 5,619,109 | ||
Documents Incorporated by Reference | Documents Incorporated by Reference Portions of the registrant’s Definitive Proxy Statement relating to its 2024 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the registrant’s fiscal year ended December 31, 2023, are incorporated by reference in Part III of this Form 10-K. | ||
Entity Central Index Key | 0001632127 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
AUDIT INFORMATION
AUDIT INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 238 |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Phoenix, Arizona |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 190,289 | $ 215,150 |
Accounts receivable, net | 93,973 | 74,383 |
Prepaid and other current assets | 58,116 | 57,172 |
Total Current Assets | 342,378 | 346,705 |
Equity investments | 1,125,447 | 1,195,221 |
Property, plant and equipment, net | 1,791,120 | 1,701,755 |
Intangible assets, net | 2,595,892 | 2,666,585 |
Goodwill | 928,947 | 928,947 |
Other noncurrent assets | 63,149 | 74,677 |
Total Assets | 6,846,933 | 6,913,890 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 156,645 | 164,518 |
Deferred revenue | 27,169 | 23,706 |
Current portion of long-term debt | 19,023 | 55,931 |
Total Current Liabilities | 202,837 | 244,155 |
Long-term debt | 3,626,928 | 3,752,591 |
Deferred income taxes | 974,467 | 966,821 |
Other noncurrent liabilities | 169,556 | 192,350 |
Total Liabilities | 4,973,788 | 5,155,917 |
Commitments and contingencies (refer to note 18) | ||
Stockholders' Equity: | ||
Preferred stock ($0.01 par value; 4,000,000 shares authorized; none issued or outstanding) | 0 | 0 |
Common stock ($0.01 par value; 40,000,000 shares authorized; 6,175,399 shares issued; and 5,616,987 and 5,766,011 shares outstanding as of December 31, 2023 and 2022, respectively) | 62 | 62 |
Additional paid-in capital | 607,574 | 578,154 |
Retained earnings | 1,825,542 | 1,624,406 |
Accumulated other comprehensive income (loss) | 36,745 | 50,031 |
Treasury stock, at cost (558,412 and 409,388 shares held as of December 31, 2023 and 2022, respectively) | (596,778) | (494,680) |
Total Stockholders' Equity | 1,873,145 | 1,757,973 |
Total Liabilities and Stockholders' Equity | $ 6,846,933 | $ 6,913,890 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 4,000,000 | 4,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock, shares issued (in shares) | 6,175,399 | 6,175,399 |
Common stock, shares outstanding (in shares) | 5,616,987 | 5,766,011 |
Treasury stock, shares (in shares) | 558,412 | 409,388 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenues | $ 1,678,081 | $ 1,706,043 | $ 1,605,836 |
Costs and Expenses: | |||
Operating (excluding depreciation and amortization) | 440,916 | 470,916 | 455,352 |
Selling, general and administrative | 354,663 | 350,310 | 347,058 |
Depreciation and amortization | 342,891 | 350,462 | 339,025 |
(Gain) loss on asset sales and disposals, net | 12,708 | 9,199 | 7,829 |
(Gain) loss on sales of businesses, net | 0 | (13,833) | 0 |
Total Costs and Expenses | 1,151,178 | 1,167,054 | 1,149,264 |
Income from operations | 526,903 | 538,989 | 456,572 |
Interest expense | (170,147) | (137,713) | (113,449) |
Other income (expense), net | 54,640 | (25,913) | (6,002) |
Income before income taxes and equity method investment income (loss), net | 411,396 | 375,363 | 337,121 |
Income tax provision | 89,704 | 126,332 | 45,765 |
Income before equity method investment income (loss), net | 321,692 | 249,031 | 291,356 |
Equity method investment income (loss), net | (54,256) | (14,913) | 468 |
Net income | $ 267,436 | $ 234,118 | $ 291,824 |
Net Income per Common Share: | |||
Basic (in dollars per share) | $ 47.34 | $ 39.73 | $ 48.49 |
Diluted (in dollars per share) | $ 45.14 | $ 38.06 | $ 46.49 |
Weighted Average Common Shares Outstanding: | |||
Basic (in shares) | 5,648,934 | 5,892,077 | 6,017,778 |
Diluted (in shares) | 6,062,331 | 6,314,148 | 6,387,354 |
Unrealized gain (loss) on cash flow hedges and other, net of tax | $ (13,286) | $ 132,826 | $ 57,888 |
Comprehensive income | $ 254,150 | $ 366,944 | $ 349,712 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock, at cost |
Beginning balance (in shares) at Dec. 31, 2020 | 6,027,704 | |||||
Beginning balance at Dec. 31, 2020 | $ 1,495,299 | $ 62 | $ 535,586 | $ 1,228,172 | $ (140,683) | $ (127,838) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 291,824 | 291,824 | ||||
Unrealized gain (loss) on cash flow hedges and other, net of tax | 57,888 | 57,888 | ||||
Equity-based compensation | $ 20,054 | 20,054 | ||||
Issuance of equity awards, net of forfeitures (in shares) | 22,569 | |||||
Withholding tax for equity awards (in shares) | (3,911) | (3,911) | ||||
Withholding tax for equity awards | $ (8,517) | (8,517) | ||||
Dividends paid to stockholders | (63,453) | (63,453) | ||||
Ending balance (in shares) at Dec. 31, 2021 | 6,046,362 | |||||
Ending balance at Dec. 31, 2021 | 1,793,095 | $ 62 | 555,640 | 1,456,543 | (82,795) | (136,355) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 234,118 | 234,118 | ||||
Unrealized gain (loss) on cash flow hedges and other, net of tax | 132,826 | 132,826 | ||||
Equity-based compensation | 22,514 | 22,514 | ||||
Issuance of equity awards, net of forfeitures (in shares) | 16,753 | |||||
Repurchases of common stock (in shares) | (294,062) | |||||
Repurchase of common stock | $ (353,289) | (353,289) | ||||
Withholding tax for equity awards (in shares) | (3,042) | (3,042) | ||||
Withholding tax for equity awards | $ (5,036) | (5,036) | ||||
Dividends paid to stockholders | $ (66,255) | (66,255) | ||||
Ending balance (in shares) at Dec. 31, 2022 | 5,766,011 | 5,766,011 | ||||
Ending balance at Dec. 31, 2022 | $ 1,757,973 | $ 62 | 578,154 | 1,624,406 | 50,031 | (494,680) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 267,436 | 267,436 | ||||
Unrealized gain (loss) on cash flow hedges and other, net of tax | (13,286) | (13,286) | ||||
Equity-based compensation | $ 29,420 | 29,420 | ||||
Issuance of equity awards, net of forfeitures (in shares) | (3,874) | |||||
Repurchases of common stock (in shares) | (141,551) | (141,551) | ||||
Repurchase of common stock | $ (99,614) | (99,614) | ||||
Withholding tax for equity awards (in shares) | (3,599) | (3,599) | ||||
Withholding tax for equity awards | $ (2,484) | (2,484) | ||||
Dividends paid to stockholders | $ (66,300) | (66,300) | ||||
Ending balance (in shares) at Dec. 31, 2023 | 5,616,987 | 5,616,987 | ||||
Ending balance at Dec. 31, 2023 | $ 1,873,145 | $ 62 | $ 607,574 | $ 1,825,542 | $ 36,745 | $ (596,778) |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividends, per share (in dollars per share) | $ 11.60 | $ 11.20 | $ 10.50 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income | $ 267,436 | $ 234,118 | $ 291,824 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 342,891 | 350,462 | 339,025 |
Non-cash interest expense, net | 9,019 | 9,518 | 9,157 |
Equity-based compensation | 29,420 | 22,514 | 20,054 |
Write-off of debt issuance costs | 3,340 | 0 | 2,131 |
Change in deferred income taxes | 11,479 | 68,378 | 28,993 |
(Gain) loss on asset sales and disposals, net | 12,708 | 9,199 | 7,829 |
(Gain) loss on sales of businesses, net | 0 | (13,833) | 0 |
Equity method investment (income) loss, net | 54,256 | 14,913 | (468) |
Fair value adjustments | (39,514) | 40,400 | 48,027 |
Gain on step acquisition | 0 | 0 | (33,406) |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (19,590) | 2,734 | 19,656 |
Prepaid and other current assets | (2,227) | (3,971) | (5,595) |
Accounts payable and accrued liabilities | (10,664) | (157) | (23,184) |
Deferred revenue | 3,463 | (389) | 2,543 |
Other | 1,153 | 4,154 | (2,245) |
Net cash provided by operating activities | 663,170 | 738,040 | 704,341 |
Cash flows from investing activities: | |||
Purchase of businesses, net of cash acquired | 0 | 0 | (2,065,982) |
Cash paid for debt and equity investments | (29,410) | (50,385) | (95,800) |
Dividends received | 0 | 0 | 68,706 |
Proceeds from sales of equity investments | 56,730 | 0 | 5,325 |
Capital expenditures | (371,028) | (414,095) | (391,934) |
Change in accrued expenses related to capital expenditures | 3,324 | 3,358 | 7,407 |
Purchase of wireless licenses | (2,750) | 0 | 0 |
Proceeds from sales of property, plant and equipment | 1,230 | 3,628 | 708 |
Proceeds from sales of operations | 0 | 9,227 | 0 |
Net cash used in investing activities | (341,904) | (448,267) | (2,471,570) |
Cash flows from financing activities: | |||
Proceeds from long-term debt borrowings | 638,000 | 0 | 1,695,850 |
Payment of debt issuance costs | (8,096) | 0 | (13,742) |
Payments on long-term debt | (807,633) | (38,845) | (30,501) |
Repurchases of common stock | (99,614) | (353,289) | 0 |
Payment of withholding tax for equity awards | (2,484) | (5,036) | (8,517) |
Dividends paid to stockholders | (66,300) | (66,255) | (63,453) |
Deposits received for asset construction | 0 | 0 | 1,485 |
Net cash provided by (used in) financing activities | (346,127) | (463,425) | 1,581,122 |
Change in cash and cash equivalents | (24,861) | (173,652) | (186,107) |
Cash and cash equivalents, beginning of period | 215,150 | 388,802 | 574,909 |
Cash and cash equivalents, end of period | 190,289 | 215,150 | 388,802 |
Supplemental cash flow disclosures: | |||
Cash paid for interest, net of capitalized interest | 160,224 | 127,158 | 102,891 |
Cash paid for income taxes, net of refunds received | $ 92,456 | $ 23,379 | $ (1,243) |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Cable One, Inc., together with its wholly owned subsidiaries (collectively, “Cable One” or the “Company”), is a fully integrated provider of data, video and voice services to residential and business subscribers in 24 Western, Midwestern and Southern U.S. states. At the end of 2023, Cable One provided services to approximately 1.1 million residential and business customers, of which approximately 1,059,000 subscribed to data services, 142,000 subscribed to video services and 119,000 subscribed to voice services. On May 3, 2021, the Company acquired the remaining approximately 85% equity interest in Hargray Acquisition Holdings, LLC, a data, video and voice services provider ("Hargray"), that it did not already own for approximately $2.0 billion in cash on a debt-free basis (the " Hargray Acquisition "). The transaction was funded through a combination of cash on hand and proceeds from new indebtedness. On December 30, 2021, the Company acquired certain assets and assumed certain liabilities from Cable America Missouri, LLC, a data, video and voice services provider ("CableAmerica"), for $113.1 million in cash on a debt-free basis. The transaction was funded with cash on hand. On January 1, 2022, the Company closed a joint venture transaction in which the Company contributed certain fiber operations (including certain fiber assets of Hargray and a majority of the operations of Delta Communications, L.L.C. (" Clearwave ")) and certain unaffiliated third-party investors contributed cash to a newly formed entity, Clearwave Fiber LLC ("Clearwave Fiber"). The operations contributed by the Company generated approximately 3% of Cable One's consolidated revenues for the three months ended December 31, 2021. The Company's approximately 58% investment in Clearwave Fiber was valued at $440.0 million as of the closing date. Clearwave Fiber is reported on Cable One’s balance sheet under the equity method of accounting, with the proportionate share of its net income (loss) each period reflected within Cable One's consolidated financial statements on a one quarter lag. The Company also engaged in other various strategic equity investment activity during 2021, 2022 and 2023. Refer to notes 3 and 6 for further details on the Company's acquisitions and equity investments, respectively. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“ GAAP ”) and the rules and regulations of the Securities and Exchange Commission. The Company’s results of operations for the years ended December 31, 2023, 2022 and 2021 may not be indicative of the Company’s future results. Certain reclassifications have been made to prior period amounts to conform to the current year presentation. Principles of Consolidation. The consolidated financial statements include the accounts of the Company, including its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Segment Reporting. Accounting Standards Codification (“ ASC ”) 280 - Segment Reporting requires the disclosure of factors used to identify an entity’s reportable segments. Based on the Company’s chief operating decision maker’s review and assessment of the Company’s operating performance for purposes of performance monitoring and resource allocation, the Company determined that its operations, including the decisions to allocate resources and deploy capital, are organized and managed on a consolidated basis. Accordingly, management has identified one operating segment, which is its reportable segment, under this organizational and reporting structure. Use of Estimates. The preparation of the consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported herein. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates and underlying assumptions. Revenue Recognition. The Company recognizes revenue in accordance with ASC 606 - Revenue from Contracts with Customers . Residential revenues are generated through individual and bundled subscriptions for data, video and voice services. Such subscriptions are generally on month-to-month terms, and generally without penalty for cancellation. As bundled subscriptions are typically offered at discounted rates, the sales price is allocated amongst the respective product lines based on the relative selling price at which each service is sold under standalone service agreements. Business revenues are generated through individual and bundled subscriptions for data, video and voice services under contracts with terms ranging from one month to several years. The Company also generally receives an allocation of scheduled advertising time as part of its distribution agreements with cable and broadcast networks, which the Company sells to local, regional and national advertisers under contracts with terms that are typically less than one year. In instances where the available advertising time is sold directly by the Company’s internal sales force, the Company is acting as principal in these arrangements and the advertising that is sold is reported as revenue on a gross basis. In instances where advertising time is sold by contracted third-party agencies, the Company is not acting as principal and the advertising sold is therefore reported net of agency fees. Advertising revenues are recognized when the related advertisements are aired. The unit of accounting for revenue recognition is a performance obligation, which is a requirement to transfer a distinct good or service to a customer. Customers are billed for the services to which they subscribe based upon published or contracted rates, with the sales price being allocated to each performance obligation. For arrangements with multiple performance obligations, the sales price is allocated based on the relative standalone selling price for each subscribed service. Generally, performance obligations are satisfied, and revenue is recognized, over the period of time in which customers simultaneously receive and consume the Company’s defined performance obligations, which are delivered in a similar pattern of transfer. Advertising revenue is recognized at the point in time when the underlying performance obligation is complete. The Company also incurs certain incremental costs to acquire residential and business customers, such as commission costs and third-party costs to service specific customers. These costs are capitalized as contract assets and amortized over the applicable period. For commissions, the amortization period is the average customer tenure, which is approximately five years for both residential and business customers. All othe r costs are amortized over the requisite contract period. Fees imposed on the Company by various governmental authorities, including franchise fees, are passed through on a monthly basis to the Company’s customers and are periodically remitted to authorities. As the Company acts as principal, these fees are reported in video and voice revenues on a gross basis with corresponding expenses included within operating expenses in the consolidated statements of operations and comprehensive income. Concentrations of Credit Risk. Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and accounts receivable. Concentration of credit risk with respect to the Company’s cash balance is limited. The Company maintains or invests its cash with highly qualified financial institutions. With respect to the Company’s receivables, credit risk is limited due to the large number of customers, individually small balances and short payment terms. Programming Costs. The Company’s programming costs are fees paid to license the programming that is distributed to video customers and are recorded in the period the services are provided. Programming costs are recorded based on the Company’s contractual agreements with its programming vendors, which are generally multi-year agreements that provide for the Company to make payments to the programming vendors at agreed upon rates based on the number of subscribers to which the Company provides the programming service. From time to time, these agreements expire, and programming continues to be distributed to customers, while the parties negotiate new contractual terms. These scenarios are often pursuant to an extension, however, in the absence of an extension, the Company will continue to pay and record costs based on the use of estimates of the ultimate contractual terms expected to be negotiated or the prior contractual terms. Differences between actual amounts determined upon resolution of negotiations and amounts recorded during these interim periods are recorded in the period of resolution. Advertising Costs . The Company expenses advertising costs as incurred. The total amount of such advertising expense recorded was $51.7 million, $42.4 million and $40.1 million in 2023, 2022 and 2021, respectively. Cash Equivalents . The Company considers all highly liquid investments with original maturities at purchase of three months or less to be cash equivalents. These investments are carried at cost plus accrued interest and dividends, which approximates market value. Allowance for Credit Losses. Accounts receivable is reduced by an allowance for amounts that may be uncollectible in the future. This estimated allowance is based primarily on the aging category, historical collection experience and management’s evaluation of the financial condition of the customer. The Company generally considers an account past due or delinquent when a customer misses a scheduled payment. The Company writes off accounts receivable balances deemed uncollectible against the allowance for credit losses generally when the account is turned over for collection to an outside collection agency. Fair Value Measurements. Fair value measurements are determined based on the assumptions that a market participant would use in pricing an asset or liability based on a three-tiered hierarchy that draws a distinction between market participant assumptions based on (i) observable inputs, such as quoted prices in active markets (level 1); (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (level 2); and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (level 3). Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. For assets and liabilities that are measured using quoted prices in active markets, the total fair value is the published market price per unit multiplied by the number of units held, without consideration of transaction costs. Assets and liabilities that are measured using significant other observable inputs are primarily valued by reference to quoted prices of similar assets or liabilities in active markets, adjusted for any terms specific to that asset or liability. Assets and liabilities that are measured using significant unobservable inputs are valued using various valuation techniques, including Monte Carlo simulations. The Company measures certain assets, including property, plant and equipment, intangible assets and goodwill, at fair value on a nonrecurring basis when they are deemed to be impaired. The fair value of these assets is determined with valuation techniques using the best information available and may include quoted market prices, market comparables and discounted cash flow models. The carrying amounts reported in the Company’s consolidated financial statements for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the short-term nature of these financial instruments. Equity Investments. Equity investments that do not provide the Company the ability to exert significant influence over the operating or financial decisions of the investee are accounted for under the fair value measurement alternative. This method requires the initial fair value of the investment to be recorded as an asset within the consolidated balance sheet and any dividends received from the investee to be recorded as other income within the consolidated statement of operations and comprehensive income. If observable price changes for identical or similar investments in the same investee are identified, the recorded carrying value will be adjusted to its current estimated fair value, with the change recorded within other income or expense. Equity investments that do provide the Company with the ability to exert significant influence over the operating or financial decisions of the investee are accounted for under the equity method. The equity method requires the initial fair value of the investment to be recorded as an asset within the consolidated balance sheet. Based on its ownership percentage, the Company then recognizes its proportionate share of the investee’s net income (loss) each period within equity method investment income (loss) in the consolidated statement of operations and comprehensive income and a corresponding increase (decrease) to the investment’s carrying value within the consolidated balance sheet. As permitted by GAAP, the Company elected to recognize its proportionate share of such net income (loss) for each of its equity method investments on a one quarter lag because the investees' quarterly financial information is not prepared in time for the Company's financial reporting. Additionally, any dividends received from an equity method investee are accounted for as a reduction in the carrying value of the investment within the consolidated balance sheet. Dividends deemed to be a return on investment are classified as operating cash flows within the consolidated statements of cash flows, while dividends deemed to be a return of investment are classified as investing cash flows. Further, any material difference between the carrying value of an equity method investment and the Company’s underlying equity in the net assets of the investee attributable to depreciable property, plant and equipment and/or amortizable intangible assets will result in an adjustment to the amount of net income (loss) recognized by the Company each period. For each of the Company’s equity investments, the Company assesses each investment for indicators of impairment on a quarterly basis based primarily on the investee’s most recently available financial and operating information. If it is determined that the fair value of an investment has fallen below its carrying value, the carrying value is adjusted down to fair value and an impairment loss equal to the amount of the adjustment is recognized within the period’s consolidated statement of operations and comprehensive income. Upon the sale of an equity investment, the difference between the proceeds received and carrying value of the investment is recognized as a gain (loss) within other income (expense) in the consolidated statement of operations and comprehensive income. Property, Plant and Equipment. Property, plant and equipment is recorded at cost less accumulated depreciation and amortization. Costs for replacements and major improvements are capitalized while costs for maintenance and repairs are expensed as incurred. Depreciation and amortization are calculated using the straight-line method for all assets, with the exception of capitalized internal and external labor, which are depreciated using an accelerated method. The estimated useful life ranges for each category of property, plant and equipment are as follows (in years): Cable distribution systems (1) 5 – 25 Customer premise equipment 3 – 5 Other equipment and fixtures 3 – 10 Buildings and improvements 10 – 20 Capitalized software 3 – 7 Right-of-use (“ROU”) assets 1 – 5 (1) The weighted average useful life of cable distribution systems is approximately 12 years. The costs of leasehold improvements are amortized over the lesser of their useful lives or the remaining terms of the respective leases. Costs associated with the installation and upgrade of services and acquiring and deploying of customer premise equipment, including materials, internal and external labor costs and related indirect and overhead costs, are capitalized. Capitalized labor costs include the direct costs of engineers and technical personnel involved in the design and implementation of plant and infrastructure; the costs of technicians involved in the installation and upgrades of services and customer premise equipment; and the costs of support personnel directly involved in capitalizable activities, such as project managers and supervisors. These costs are capitalized based on internally developed standards by position, which are updated annually (or more frequently if required). These standards are developed utilizing a combination of actual costs incurred where applicable, operational data and management judgment. Overhead costs are capitalized based on standards developed from historical information. Indirect and overhead costs include payroll taxes; insurance and other benefits; and vehicle, tool and supply expense related to installation activities. Costs for repairs and maintenance, disconnecting service or reconnecting service are expensed as incurred. The Company capitalizes certain internal and external costs incurred to acquire or develop internal-use, on-premises and cloud-based software, including costs associated with coding, software configuration, upgrades and enhancements. Evaluation of Long-Lived Assets. The recoverability of property, plant and equipment and finite-lived intangible assets is assessed whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. A long-lived asset is considered to not be recoverable when the undiscounted estimated future cash flows are less than the asset’s recorded value. An impairment charge is measured based on estimated fair market value, determined primarily using estimated future cash flows on a discounted basis. Losses on long-lived assets to be disposed of are determined in a similar manner, but the fair market value is reduced for estimated disposal costs. Finite-Lived Intangible Assets. Finite-lived intangible assets consist of customer relationships, trademarks and trade names and wireless licenses and are amortized using a straight-line or accelerated method over the respective estimated periods for which the assets will provide economic benefit to the Company. Indefinite-Lived Intangible Assets. The Company’s intangible asset with an indefinite life is from franchise agreements that it has with state and local governments. Franchise agreements allow the Company to contract and operate its business within specified geographic areas. The Company expects its franchise agreements to provide substantial benefit for a period that extends beyond the foreseeable horizon, and the Company has historically been able to obtain renewals and extensions of such agreements without material modifications to the agreements for nominal costs. These costs are expensed as incurred. The Company has identified a single unit of accounting for its franchise agreements for use in impairment assessments based on the Company’s current operations and use of its assets. The Company assesses its indefinite-lived intangible asset for impairment as of October 1st of each year, or more frequently whenever events or substantive changes in circumstances indicate that the asset might be impaired. The Company evaluates the unit of accounting used to test for impairment periodically or whenever events or substantive changes in circumstances occur to ensure impairment testing is performed at an appropriate level. The impairment assessment may first consider qualitative factors to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount. A quantitative assessment is performed if the qualitative assessment results in a more-likely-than-not determination or if a qualitative assessment is not performed. When performing a quantitative assessment, the Company estimates the fair value of its franchise agreements primarily based on a multi-period excess earnings method (“MPEEM”) analysis which involves significant judgment. When analyzing the fair value indicated under the MPEEM approach, the Company also considers multiples of earnings before interest, taxes, depreciation and amortization (“ EBITDA ” and as adjusted, “Adjusted EBITDA”) generated by the underlying assets, current market transactions and profitability information. If the fair value of the indefinite-lived intangible asset was determined to be less than the carrying amount, the Company would recognize an impairment charge for the difference between the estimated fair value and the carrying value of the asset. Goodwill. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired in a business combination and represents the future economic benefits expected to arise from anticipated synergies and intangible assets acquired that do not qualify for separate recognition, including an assembled workforce, noncontractual relationships and other agreements. The Company assesses its goodwill for impairment as of October 1st of each year, or more frequently whenever events or substantive changes in circumstances indicate that the carrying amount of a reporting unit may exceed its fair value. The Company tests goodwill for impairment at the reporting unit level, for which it has identified a single goodwill reporting unit based on the chief operating decision maker’s performance monitoring and resource allocation process and the similarity of its geographic divisions. The assessment of recoverability may first consider qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. A quantitative assessment is performed if the qualitative assessment results in a more-likely-than-not determination or if a qualitative assessment is not performed. The quantitative assessment considers whether the carrying amount of a reporting unit exceeds its fair value. Any excess amount is recorded as an impairment charge in the current period (limited to the amount of goodwill recorded). Insurance. The Company uses a combination of insurance and self-insurance for a number of risks, including claims related to employee medical and dental care, disability benefits, workers’ compensation, general liability, property damage and business interruption. Liabilities associated with these plans are estimated based on, among other things, the Company’s historical claims experience, severity factors and other actuarial assumptions. Accruals for expected loss are based on estimates, and, while the Company believes that the amounts accrued are adequate, the ultimate loss may differ from the amounts accrued. Equity-Based Compensation. The Company measures compensation expense related to equity-based awards based on the grant date fair value of the awards. The Company recognizes the expense on a straight-line basis over the requisite service period, which is generally the vesting period of the award, with forfeitures recognized as incurred. Income Taxes. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records deferred tax assets to the extent that it believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. This evaluation is made on an ongoing basis. In the event the Company were to determine that it was not able to realize all or a portion of its deferred tax assets in the future, the Company would record a valuation allowance, which would impact the provision for income taxes. The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The Company records a liability for the difference between the benefit recognized and measured for financial statement purposes and the tax position taken or expected to be taken on the tax return. Changes in the estimate are recorded in the period in which such determination is made. Asset Retirement Obligations. Certain of the Company’s franchise agreements and lease agreements contain provisions requiring the Company to restore facilities or remove property in the event that the franchise or lease agreement is not renewed. The Company expects to continually renew its franchise agreements and therefore cannot reasonably estimate any liabilities associated with such agreements. A remote possibility exists that franchise agreements could be terminated unexpectedly, which could result in the Company incurring significant expense in complying with restoration or removal provisions. Retirement obligations related to the Company’s lease agreements are de minimis. The Company does not have any significant liabilities related to asset retirement obligations recorded in the consolidated financial statements. Business Combination Purchase Price Allocation. The application of the acquisition method under ASC 805 - Business Combinations requires the Company to allocate the purchase price amongst the acquisition date fair values of identifiable assets acquired and liabilities assumed in a business combination. The Company determines fair values using the income approach, market approach and/or cost approach depending on the nature of the asset or liability being valued and the reliability of available information. The income approach estimates fair value by discounting associated lifetime expected future cash flows to their present value and relies on significant assumptions regarding future revenues, expenses, working capital levels and discount rates. The market approach estimates fair value by analyzing recent actual market transactions for similar assets or liabilities. The cost approach estimates fair value based on the expected cost to replace or reproduce the asset or liability and relies on assumptions regarding the occurrence and extent of any physical, functional and/or economic obsolescence. Recently Adopted Accounting Pronouncements. In March 2020, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) and other reference rates that are to be discontinued. The Company applied the updated guidance when it transitioned certain of its debt instruments and interest rate swaps from LIBOR to the Secured Overnight Financing Rate ("SOFR") during 2023. The adoption of ASU 2020-04 did not have a material impact on the Company's consolidated financial statements. Recently Issued But Not Yet Adopted Accounting Pronouncements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires additional disclosures around tax rate reconciliations, income taxes payments and other tax-related information. The ASU is effective for annual periods beginning after December 15, 2024 and can be applied on either a prospective or retrospective basis. The Company currently plans to adopt ASU 2023-09 in the first quarter of 2025 on a prospective basis and does not expect the updated guidance to have a material impact on its consolidated financial statements. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS The Company accounts for certain acquisitions as business combinations pursuant to ASC 805 - Business Combinations . In accordance with ASC 805, the Company uses its best estimates and assumptions to assign fair value to the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date based on the information that is available as of the acquisition date. The Company believes that the information available provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed for each acquisition, however, preliminary measurements of fair value for each acquisition are subject to change during the measurement period, and such changes could be material. The Company expects to finalize the valuation after each acquisition as soon as practicable but no later than one year after the acquisition date. Customer relationships and franchise agreements acquired in acquisitions are valued using the MPEEM of the income approach. Significant assumptions used in the valuations include projected revenue growth rates, customer attrition rates, future EBITDA margins, future capital expenditures, synergies and appropriate discount rates. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired in a business combination and represents the future economic benefits expected to arise from anticipated synergies and intangible assets that do not qualify for separate recognition, including an assembled workforce, noncontractual relationships and other agreements. As an indefinite-lived asset, goodwill is not amortized but rather is subject to impairment testing on at least an annual basis. Acquisition costs incurred by the Company are not included as components of consideration transferred and instead are accounted for as expenses in the period in which the costs are incurred. The Company incurred $1.3 million, $3.2 million and $10.8 million of acquisition-related costs in 2023, 2022 and 2021, respectively. These costs are included within selling, general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income. The following acquisitions occurred during the periods presented: CableAmerica. On December 30, 2021, the C ompany acquired certain assets and assumed certain liabilities of CableAmerica, a data, video and voice services provider, for $113.1 million in cash on a debt-free basis. Acquired identifiable intangible assets associated with the CableAmerica acquisition consisted of the following (dollars in thousands): Fair Value Useful Life (in years) Customer relationships $ 15,400 14.0 Trademark and trade name $ 500 3.0 Franchise agreements $ 49,600 Indefinite No residual value was assigned to the acquired finite-lived intangible assets. The customer relationships are amortized on an accelerated basis commensurate with future anticipated cash flows. The trademark and trade name are amortized on a straight-line basis. The total weighted average original amortization period for the acquired finite-lived intangible assets is 13.7 years. The CableAmerica acquisition resulted in the recognition of $25.6 million of goodwill, which is deductible for tax purposes. Hargray. On May 3, 2021, the Company acquired the remaining approximately 85% equity interest in Hargray, a data, video and voice services provider, that it did not already own for an approximately $2.0 billion cash purchase price, which implied a $2.2 billion total enterprise value for Hargray on a debt-free basis. The following table summarizes the allocation of the Hargray purchase price consideration as of the acquisition date, reflecting all measurement period adjustments (in thousands): Purchase Price Allocation Assets Acquired Cash and cash equivalents $ 17,652 Accounts receivable 17,929 Income taxes receivable 720 Prepaid and other current assets 8,006 Property, plant and equipment 456,633 Intangible assets 1,592,000 Other noncurrent assets 7,576 Total Assets Acquired 2,100,516 Liabilities Assumed Accounts payable and accrued liabilities 38,227 Deferred revenue (short-term portion) 8,462 Deferred income taxes 441,377 Other noncurrent liabilities 9,886 Total Liabilities Assumed 497,952 Net assets acquired 1,602,564 Purchase price consideration (1) 2,117,110 Goodwill recognized $ 514,546 (1) Consists of approximately $2.0 billion of cash for the additional approximately 85% equity interest in Hargray that the Company did not already own and the $146.6 million May 3, 2021 fair value of the Company’s existing approximately 15% equity investment in Hargray. The Company recognized a $33.4 million non-cash gain within other income in the consolidated statement of operations and comprehensive income upon the acquisition in 2021, representing the difference between the existing equity investment’s fair value and $113.2 million carrying value. The fair value of the existing investment was calculated as approximately 15% of the fair value of Hargray’s total equity value (determined using the discounted cash flow method of the income approach, less debt), excluding the impact of any synergies or control premium that would be realized by a controlling interest. Acquired identifiable intangible assets associated with the Hargray Acquisition consist of the following (dollars in thousands): Fair Value Useful Life (in years) Customer relationships $ 472,000 13.7 Trademark and trade name $ 10,000 4.2 Franchise agreements $ 1,110,000 Indefinite No residual value was assigned to the acquired finite-lived intangible assets. The customer relationships are amortized on an accelerated basis commensurate with future anticipated cash flows. The trademark and trade name are amortized on a straight-line basis. The total weighted average original amortization period for the acquired finite-lived intangible assets is 13.5 years. The Hargray Acquisition resulted in the recognition of $514.5 million of goodwill, which is not deductible for tax purposes. The following unaudited pro forma combined results of operations information has been prepared as if the Hargray Acquisition had occurred on January 1, 2021 (in thousands, except per share data): (Unaudited) Year Ended December 31, 2021 Revenues $ 1,708,734 Net income $ 230,685 Net income per common share: Basic $ 38.33 Diluted $ 36.51 The unaudited pro forma combined results of operations information reflects the following pro forma adjustments (dollars in thousands): (Unaudited) Year Ended December 31, 2021 Depreciation and amortization $ (6,152) Interest expense $ (2,804) Acquisition costs $ (15,403) Gain on step acquisition $ (33,400) Income tax provision $ 33,577 Weighted average common shares outstanding - diluted 71,219 The unaudited pro forma combined results of operations information is provided for informational purposes only and is not necessarily intended to represent the results that would have been achieved had the Hargray Acquisition been consummated on January 1, 2020 or indicative of the results that may be achieved in the future. |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES Revenues by product line and other revenue-related disclosures were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Residential: Data $ 979,296 $ 934,564 $ 835,725 Video 257,966 325,200 339,707 Voice 37,088 43,096 47,519 Business services 304,527 305,286 308,767 Other 99,204 97,897 74,118 Total revenues $ 1,678,081 $ 1,706,043 $ 1,605,836 Franchise and other regulatory fees $ 26,864 $ 31,226 $ 31,418 Deferred commission amortization $ 5,676 $ 5,092 $ 5,405 Other revenues are comprised primarily of regulatory revenues, advertising sales, late charges and reconnect fees. Fees imposed on the Company by various governmental authorities, including franchise fees, are passed through on a monthly basis to the Company’s customers and are periodically remitted to authorities. As the Company acts as principal, these fees are reported in video and voice revenues on a gross basis with corresponding expenses included within operating expenses in the consolidated statements of operations and comprehensive income. Net accounts receivable from contracts with customers totaled $68.0 million and $45.8 million at December 31, 2023 and 2022, respectively. A significant portion of the Company’s revenues are derived from customers who may cancel their subscriptions at any time without penalty. As such, the amount of deferred revenue related to unsatisfied performance obligations is not necessarily indicative of the future revenue to be recognized from the Company’s existing customers. Revenues from customers with contractually specified terms and non-cancelable servi ce periods are recognized over the terms of the underlying contracts, which generally range from one Contract Costs. The Company capitalizes the incremental costs incurred in obtaining customers, such as commission costs and certain third-party costs. Commission expense is recognized using a portfolio approach over the calculated average residential and business customer tenure. Commission amortization expense is included within selling, general and administrative expenses in the consolidated statements of operations and comprehensive income. Contract Liabilities. As residential and business customers are billed for subscription services in advance of the service period, the timing of revenue recognition differs from the timing of billing. Deferred revenue liabilities are recorded when the Company collects payments in advance of providing the associated services. Current deferred revenue liabilities consist of refundable customer prepayments, up-front charges and installation fees. As of December 31, 2023, the Company’s remaining performance obligations pertain to the refundable customer prepayments and consist of providing future data, video and voice services to customers. The $23.7 million of current deferred revenue at December 31, 2022 was recognized within revenues in the consolidated statement of operations and comprehensive income during 2023. Noncurrent deferred revenue liabilities consist of up-front charges and installation fees from business customers. Significant Judgments. The Company often provides multiple services to a single customer. The provision of customer premise equipment, installation services and service upgrades may be highly integrated and interdependent with the data, video or voice services provided. Judgment is required to determine whether the provision of such customer premise equipment, installation services and service upgrades is considered a distinct service and accounted for separately, or not distinct and accounted for together with the related subscription service. The transaction price for a bundle of services is frequently less than the sum of the standalone selling prices of each individual service. The Company allocates the sales price for such bundles to each individual service provided based on the relative standalone selling price for each subscribed service. Generally, directly observable standalone selling prices are used for the revenue allocation. The Company also used significant judgment to determine the appropriate period over which to amortize deferred residential and business commission costs, which was determined to be the average customer tenure. Based on historical data and current expectations, the Company determined the average customer tenur e for both residential and business customers to be approximately five years. |
OPERATING ASSETS AND LIABILITIE
OPERATING ASSETS AND LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
OPERATING ASSETS AND LIABILITIES | OPERATING ASSETS AND LIABILITIES Accounts receivable consisted of the following (in thousands): As of December 31, 2023 2022 Trade receivables $ 72,076 $ 48,958 Income taxes receivable — 1,668 Other receivables (1) 26,006 26,948 Less: Allowance for credit losses (4,109) (3,191) Total accounts receivable, net $ 93,973 $ 74,383 (1) Balances include amounts due from Clearwave Fiber for services provided under a transition services agreement of $3.7 million and $15.6 million as of December 31, 2023 and 2022, respectively. The 2023 balance also includes a $11.4 million receivable from the federal government under the Secure and Trusted Communications Networks Reimbursement Program. The changes in the allowance for credit losses were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Beginning balance $ 3,191 $ 2,541 $ 1,252 Additions - charged to costs and expenses 9,816 9,170 5,965 Deductions - write-offs (13,885) (13,998) (10,587) Recoveries collected 4,987 5,478 5,911 Ending balance $ 4,109 $ 3,191 $ 2,541 Prepaid and other current assets consisted of the following (in thousands): As of December 31, 2023 2022 Prepaid repairs and maintenance $ 2,596 $ 4,059 Software implementation costs 1,812 1,349 Prepaid insurance 3,507 3,506 Prepaid rent 2,227 2,125 Prepaid software 9,762 8,897 Deferred commissions 5,371 4,596 Interest rate swap asset 24,511 25,794 Prepaid income tax payments 5,470 — All other current assets 2,860 6,846 Total prepaid and other current assets $ 58,116 $ 57,172 Other noncurrent assets consisted of the following (in thousands): As of December 31, 2023 2022 Operating lease right-of-use assets $ 10,650 $ 11,325 Deferred commissions 9,793 8,916 Software implementation costs 7,115 6,472 Debt issuance costs 3,087 1,904 Debt investment 2,228 2,102 Assets held for sale 889 914 Interest rate swap asset 24,453 40,289 All other noncurrent assets 4,934 2,755 Total other noncurrent assets $ 63,149 $ 74,677 Accounts payable and accrued liabilities consisted of the following (in thousands): As of December 31, 2023 2022 Accounts payable $ 45,025 $ 39,554 Accrued programming costs 18,453 20,456 Accrued compensation and related benefits 20,149 26,515 Accrued sales and other operating taxes 14,518 14,541 Accrued franchise fees 2,952 3,902 Deposits 5,954 6,236 Operating lease liabilities 3,391 3,924 Accrued insurance costs 5,167 5,525 Cash overdrafts 12,058 9,445 Interest payable 6,340 5,801 Income taxes payable 2,579 13,006 All other accrued liabilities 20,059 15,613 Total accounts payable and accrued liabilities $ 156,645 $ 164,518 Other noncurrent liabilities consisted of the following (in thousands): As of December 31, 2023 2022 Operating lease liabilities $ 6,768 $ 6,733 Accrued compensation and related benefits 8,847 8,973 Deferred revenue 15,066 8,070 MBI Net Option (as defined in note 6) (1) 136,360 164,350 All other noncurrent liabilities 2,515 4,224 Total other noncurrent liabilities $ 169,556 $ 192,350 (1) Represents the net value of the Company’s call and put options associated with the remaining equity interests in MBI (as defined in note 6), consisting of liabilities of $15.2 million and $121.2 million, respectively, as of December 31, 2023 and liabilities of $6.5 million and $157.9 million, respectively, as of December 31, 2022. Refer to notes 6 and 13 for further information on the MBI Net Option (as defined in note 6). |
EQUITY INVESTMENTS
EQUITY INVESTMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
EQUITY INVESTMENTS | EQUITY INVESTMENTS On May 3, 2021, the Company acquired the remaining approximately 85% equity interest in Hargray that it did not already own for an approximately $2.0 billion cash purchase price, which implied a $2.2 billion total enterprise value for Hargray on a debt-free basis, and recognized a $33.4 million non-cash gain as a result of the fair value remeasurement of the Company’s existing equity interest on the acquisition date. On October 1, 2021, the Company made a minority equity investment for a less than 10% ownership interest in Point Broadband Holdings, LLC, a fiber internet service provider ("Point Broadband"), for $25.0 million. On October 18, 2021, the Company completed a minority equity investment for a less than 10% ownership interest in Tristar Acquisition I Corp, a special-purpose acquisition company ("Tristar"), for $20.8 million. On November 5, 2021, the Company invested an additional $50.0 million to acquire preferred units in AMG Technology Investment Group, LLC, a wireless internet service provider (“Nextlink”), increasing its equity interest to approximately 17%. On January 1, 2022, the Company closed a joint venture transaction in which the Company contributed certain fiber operations (including certain fiber assets of Hargray and a majority of the operations of Clearwave) and certain unaffiliated third-party investors contributed cash to a newly formed entity, Clearwave Fiber. The operations contributed by the Company generated approximately 3% of Cable One's consolidated revenues for the three months ended December 31, 2021. The Company's approximately 58% investment in Clearwave Fiber was valued at $440.0 million as of the closing date. The Company recognized a non-cash gain of $22.1 million associated with this transaction. On March 24, 2022, the Company invested an additional $5.4 million in Point Broadband. On April 1, 2022, the Company contributed its Tallahassee, Florida system to MetroNet Systems, LLC, a fiber internet service provider ("MetroNet"), in exchange for cash consideration of $7.0 million and an equity interest of less than 10% in MetroNet valued at $7.0 million. On June 1, 2022, the Company completed a minority equity investment for a less than 10% ownership interest in Visionary Communications, Inc., an internet service provider ("Visionary"), for $7.2 million. On September 6, 2022, the Company entered into a subscription agreement with Northwest Fiber Holdco, LLC, a fiber internet service provider ("Ziply"), under which the Company agreed to invest up to $50.0 million in Ziply for a less than 10% equity interest. The Company funded $22.2 million in November 2022. The Company invested an additional $1.6 million in Visionary in 2023 and funded the remaining $27.8 million under the subscription agreement with Ziply during 2023. In July 2023, the Company's equity investment in Wisper ISP, LLC, a wireless internet service provider ("Wisper"), was redeemed for total cash proceeds of $35.9 million (the "Wisper Redemption"), which resulted in the recognition of a $1.8 million gain. Also in July 2023, the Company divested its equity investment in Tristar for total cash proceeds of $20.9 million, which resulted in the recognition of a $3.4 million loss. The carrying value of the Company’s equity investments without readily determinable fair values are determined based on fair value assessments as of their respective acquisition dates. The carrying value of the Company's equity investments consisted of the following (dollars in thousands): December 31, 2023 December 31, 2022 Ownership Percentage Carrying Value Ownership Percentage Carrying Value Cost Method Investments MetroNet <10% $ 7,000 <10% $ 7,000 Nextlink <20% 77,245 <20% 77,245 Point Broadband <10% 42,623 <10% 30,373 Tristar — — <10% 23,413 Visionary <10% 8,822 <10% 7,190 Ziply <10% 50,000 <10% 22,222 Others <10% 13,926 <10% 13,624 Total cost method investments $ 199,616 $ 181,067 Equity Method Investments Clearwave Fiber ~58% $ 359,876 ~58% $ 409,514 MBI (1) 45.0% 565,955 45.0% 571,075 Wisper — — 40.4% 33,565 Total equity method investments $ 925,831 $ 1,014,154 Total equity investments $ 1,125,447 $ 1,195,221 (1) The Company holds a call option to purchase all but not less than all of the remaining equity interests in Mega Broadband Investments Holdings LLC, a data, video and voice services provider (“MBI”), that the Company does not already own between January 1, 2023 and June 30, 2024. Certain investors in MBI hold a put option to sell (and to cause all members of MBI other than the Company to sell) to the Company all but not less than all of the remaining equity interests in MBI that the Company does not already own between July 1, 2025 and September 30, 2025. The call and put options (collectively referred to as the "MBI Net Option") are measured at fair value using Monte Carlo simulations that rely on assumptions around MBI’s equity value, MBI’s and the Company’s equity volatility, MBI’s and the Company’s EBITDA volatility, risk adjusted discount rates and the Company’s cost of debt, among others. The final MBI purchase price allocation resulted in $630.7 million being allocated to the MBI equity investment and $19.7 million and $75.5 million being allocated to the call and put options, respectively. The MBI Net Option is remeasured at fair value on a quarterly basis. The carrying value of the MBI Net Option liability was $136.4 million and $164.4 million as of December 31, 2023 and December 31, 2022, respectively, and was included within other noncurrent liabilities in the consolidated balance sheets. Refer to note 13 for further information on the MBI Net Option. On December 28, 2021, the Company received a $68.7 million dividend distribution from MBI, which resulted in a corresponding decrease to the carrying value of the MBI investment. The carrying value of MBI exceeded the Company’s underlying equity in MBI’s net assets by approximately $487.5 million and $497.8 million as of December 31, 2023 and 2022, respectively. Equity method investment income (losses), which increase (decrease) the carrying value of the respective investment, and which are recorded on a one quarter lag, along with certain other operating information, were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Equity Method Investment Income (Loss) Clearwave Fiber $ (49,638) $ (30,486) $ — MBI (1) (5,120) 13,361 (4,258) Wisper 502 2,212 4,726 Total $ (54,256) $ (14,913) $ 468 Other Income (Expense), Net Mark-to-market adjustments (2) $ 13,082 $ 330 $ 2,283 Gain (loss) on sale of equity investments, net $ (1,558) $ — $ — MBI Net Option change in fair value $ 27,990 $ (40,730) $ (50,310) (1) The Company identified a $186.6 million difference between the fair values of certain of MBI’s finite-lived intangible assets and the respective carrying values recorded by MBI, of which $84.0 million was attributable to the Company’s 45% pro rata portion. The Company is amortizing its share on an accelerated basis over the lives of the respective assets. The Company recognized $5.7 million, $26.9 million and $10.3 million of its pro rata share of MBI’s net income and $10.8 million, $13.5 million and $14.5 million of its pro rata share of basis difference amortization during 2023, 2022 and 2021, respectively. (2) Amount for 2023 includes a $12.3 million non-cash mark-to-market gain on the Company's investment in Point Broadband as a result of an observable market transaction in Point Broadband’s equity. The following tables present summarized financial information for our equity method investments (in thousands): As of December 31, 2023 (1) 2022 Current assets $ 40,592 $ 115,476 Noncurrent assets 1,796,600 1,772,135 Total assets $ 1,837,192 $ 1,887,611 Current liabilities $ 86,241 $ 101,763 Noncurrent liabilities 952,395 859,727 Total liabilities $ 1,038,636 $ 961,490 (1) Balances as of December 31, 2023 do not include Wisper, as the Wisper Redemption occurred in July 2023. Year Ended December 31, 2023 (1) 2022 2021 Revenues $ 403,438 $ 383,435 $ 287,355 Total costs and expenses $ 383,294 $ 342,752 $ 227,656 Income from operations $ 20,144 $ 40,683 $ 59,699 Net income (loss) $ (71,872) $ 12,732 $ 34,576 (1) Amounts for the year ended December 31, 2023 only include Wisper for the period prior to the July 2023 Wisper Redemption. The Company assesses each equity investment for indicators of impairment on a quarterly basis. No impairments were recorded for any of the periods presented. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following (in thousands): As of December 31, 2023 2022 Cable distribution systems $ 2,491,903 $ 2,454,452 Customer premise equipment 380,820 339,132 Other equipment and fixtures 376,847 450,301 Buildings and improvements 140,063 138,467 Capitalized software 70,928 58,740 Construction in progress 188,774 230,644 Land 13,641 12,541 Right-of-use assets 10,789 11,323 Property, plant and equipment, gross 3,673,765 3,695,600 Less: Accumulated depreciation and amortization (1,882,645) (1,993,845) Property, plant and equipment, net $ 1,791,120 $ 1,701,755 The Company contributed $280.0 million of property, plant and equipment, net, to the Clearwave Fiber joint venture on January 1, 2022, and recognized a $22.1 million non-cash gain on the transaction. The Company divested $6.8 million of property, plant and equipment, net, in the dispositions of the Tallahassee, Florida system and certain other non-core assets during the second quarter of 2022 and recognized an $8.3 million net loss. The Company classified $0.9 million of property, plant and equipment as held for sale as of both December 31, 2023 and 2022. Such assets are included within other noncurrent assets in the condensed consolidated balance sheets. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS The carrying amount of goodwill was $928.9 million as of both December 31, 2023 and 2022. The change in carrying value of goodwill during 2022 was due to the following (in thousands): Goodwill Balance at December 31, 2021 $ 967,913 Clearwave Fiber contribution (39,942) Hargray measurement period adjustments 2,739 Other divestitures (1,762) Balance at December 31, 2022 $ 928,947 The Company has not historically recorded any impairment of goodwill. Intangible assets consisted of the following (dollars in thousands): December 31, 2023 December 31, 2022 Useful Life Gross Accumulated Net Gross Accumulated Net Finite-Lived Intangible Assets Customer relationships 13.5 – 17 $ 784,381 $ 295,817 $ 488,564 784,381 225,445 558,936 Trademarks and trade names 2.7 – 4.2 11,846 8,782 3,064 11,846 6,675 5,171 Wireless licenses 10 – 15 4,169 451 3,718 1,418 286 1,132 Total finite-lived intangible assets $ 800,396 $ 305,050 $ 495,346 $ 797,645 $ 232,406 $ 565,239 Indefinite-Lived Intangible Assets Franchise agreements $ 2,100,546 $ 2,100,546 Trademark and trade names — 800 Total indefinite-lived intangible assets $ 2,100,546 $ 2,101,346 Total intangible assets, net $ 2,595,892 $ 2,666,585 Intangible asset amortization expense was $73.5 million, $83.9 million and $74.6 million in 2023, 2022 and 2021, respectively. The future amortization of existing finite-lived intangible assets as of December 31, 2023 was as follows (in thousands): Year Ending December 31, Amount 2024 $ 66,103 2025 61,115 2026 55,601 2027 51,720 2028 48,121 Thereafter 212,686 Total $ 495,346 Actual amortization expense in future periods may differ from the amounts above as a result of intangible asset acquisitions or divestitures, changes in useful life estimates, impairments or other relevant factors. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES As a lessee, the Company has operating leases for buildings, equipment, data centers, fiber optic networks and towers and finance leases for buildings and fiber optic networks. These leases have remaining lease terms ranging fro m less than one year to 42 years, w ith some including an option to extend the lease for up to ten . As a lessor, the Company has operating leases for the use of its fiber optic networks, towers and customer premise equipment. These leases have remaining lease terms ranging fro m less than one year to six years, wi th some including a lessee option to extend the leases for up to three Significant judgment is required when determining whether a fiber optic network access contract contains a lease, defining the duration of the lease term and selecting an appropriate discount rate, as discussed below: • The Company concluded it was the lessee or lessor for fiber optic network access arrangements only when the asset is specifically identifiable and both substantially all the economic benefit is obtained by the lessee and the lessee’s right to direct the use of the asset exists. • The Company’s lease terms are only for periods in which there are enforceable rights. For accounting purposes, a lease is no longer enforceable when both the lessee and the lessor each have the right to terminate the lease without requiring permission from the other party with no more than an insignificant penalty. The Company’s lease terms are impacted by options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. • Most of the Company’s leases do not contain an implicit interest rate. Therefore, the Company held discussions with lenders, evaluated its published credit rating and incorporated interest rates on currently held debt in determining discount rates that reflect what the Company would pay to borrow on a collateralized basis over similar terms for its lease obligations. As of December 31, 2023, additional operating leases that have not yet commenced were not material. Additionally, lessor accounting disclosures were not material as of and for the years ended December 31, 2023, 2022 and 2021. Lessee Financial Information. The Company’s ROU assets and lease liabilities consisted of the following (in thousands): As of December 31, 2023 2022 ROU Assets Property, plant and equipment, net: Finance leases $ 6,909 $ 8,054 Other noncurrent assets: Operating leases $ 10,650 $ 11,325 Lease Liabilities Accounts payable and accrued liabilities: Operating leases $ 3,391 $ 3,924 Current portion of long-term debt: Finance leases $ 779 $ 923 Long-term debt: Finance leases $ 4,381 $ 3,921 Other noncurrent liabilities: Operating leases $ 6,768 $ 6,733 Total: Finance leases $ 5,160 $ 4,844 Operating leases $ 10,159 $ 10,657 The components of the Company’s lease expense were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Finance lease expense: Amortization of right-of-use assets $ 1,138 $ 987 $ 945 Interest on lease liabilities 347 335 369 Operating lease expense 4,989 5,318 6,362 Short-term lease expense 544 — — Variable lease expense 23 4 — Total lease expense $ 7,041 $ 6,644 $ 7,676 Amortization of ROU assets is included within depreciation and amortization expense; interest on lease liabilities is included within interest expense; and operating, short-term and variable lease expense is included within operating expenses and selling, general and administrative expenses in the consolidated statements of operations and comprehensive income. Supplemental lessee financial information is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Finance leases - financing cash flows $ 1,077 $ 859 $ 770 Finance leases - operating cash flows $ 347 $ 335 $ 369 Operating leases - operating cash flows $ 4,807 $ 5,180 $ 6,190 Right-of-use assets obtained in exchange for lease liabilities: Finance leases (1) $ (8) $ 82 $ 1,089 Operating leases (2) $ 4,244 $ 4,054 $ 7,700 (1) The amount for 2023 includes a $2.3 million reversal as a result of the remeasurement of an ROU asset due to a change in estimated remaining renewal periods. (2) The amount for 2021 include s $4.3 million of ROU assets acquired in the Hargray Acquisition. As of December 31, 2023 2022 Weighted average remaining lease term: Finance leases (in years) 8.7 10.1 Operating leases (in years) 3.7 3.8 Weighted average discount rate: Finance leases 7.23 % 6.04 % Operating leases 4.86 % 3.59 % As of December 31, 2023, the future maturities of existing lease liabilities were as follows (in thousands): Year Ending December 31, Finance Operating 2024 $ 1,100 $ 3,775 2025 978 2,849 2026 857 1,997 2027 617 1,391 2028 551 758 Thereafter 3,018 339 Total 7,121 11,109 Less: Present value discount (1,961) (950) Lease liability $ 5,160 $ 10,159 |
LEASES | LEASES As a lessee, the Company has operating leases for buildings, equipment, data centers, fiber optic networks and towers and finance leases for buildings and fiber optic networks. These leases have remaining lease terms ranging fro m less than one year to 42 years, w ith some including an option to extend the lease for up to ten . As a lessor, the Company has operating leases for the use of its fiber optic networks, towers and customer premise equipment. These leases have remaining lease terms ranging fro m less than one year to six years, wi th some including a lessee option to extend the leases for up to three Significant judgment is required when determining whether a fiber optic network access contract contains a lease, defining the duration of the lease term and selecting an appropriate discount rate, as discussed below: • The Company concluded it was the lessee or lessor for fiber optic network access arrangements only when the asset is specifically identifiable and both substantially all the economic benefit is obtained by the lessee and the lessee’s right to direct the use of the asset exists. • The Company’s lease terms are only for periods in which there are enforceable rights. For accounting purposes, a lease is no longer enforceable when both the lessee and the lessor each have the right to terminate the lease without requiring permission from the other party with no more than an insignificant penalty. The Company’s lease terms are impacted by options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. • Most of the Company’s leases do not contain an implicit interest rate. Therefore, the Company held discussions with lenders, evaluated its published credit rating and incorporated interest rates on currently held debt in determining discount rates that reflect what the Company would pay to borrow on a collateralized basis over similar terms for its lease obligations. As of December 31, 2023, additional operating leases that have not yet commenced were not material. Additionally, lessor accounting disclosures were not material as of and for the years ended December 31, 2023, 2022 and 2021. Lessee Financial Information. The Company’s ROU assets and lease liabilities consisted of the following (in thousands): As of December 31, 2023 2022 ROU Assets Property, plant and equipment, net: Finance leases $ 6,909 $ 8,054 Other noncurrent assets: Operating leases $ 10,650 $ 11,325 Lease Liabilities Accounts payable and accrued liabilities: Operating leases $ 3,391 $ 3,924 Current portion of long-term debt: Finance leases $ 779 $ 923 Long-term debt: Finance leases $ 4,381 $ 3,921 Other noncurrent liabilities: Operating leases $ 6,768 $ 6,733 Total: Finance leases $ 5,160 $ 4,844 Operating leases $ 10,159 $ 10,657 The components of the Company’s lease expense were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Finance lease expense: Amortization of right-of-use assets $ 1,138 $ 987 $ 945 Interest on lease liabilities 347 335 369 Operating lease expense 4,989 5,318 6,362 Short-term lease expense 544 — — Variable lease expense 23 4 — Total lease expense $ 7,041 $ 6,644 $ 7,676 Amortization of ROU assets is included within depreciation and amortization expense; interest on lease liabilities is included within interest expense; and operating, short-term and variable lease expense is included within operating expenses and selling, general and administrative expenses in the consolidated statements of operations and comprehensive income. Supplemental lessee financial information is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Finance leases - financing cash flows $ 1,077 $ 859 $ 770 Finance leases - operating cash flows $ 347 $ 335 $ 369 Operating leases - operating cash flows $ 4,807 $ 5,180 $ 6,190 Right-of-use assets obtained in exchange for lease liabilities: Finance leases (1) $ (8) $ 82 $ 1,089 Operating leases (2) $ 4,244 $ 4,054 $ 7,700 (1) The amount for 2023 includes a $2.3 million reversal as a result of the remeasurement of an ROU asset due to a change in estimated remaining renewal periods. (2) The amount for 2021 include s $4.3 million of ROU assets acquired in the Hargray Acquisition. As of December 31, 2023 2022 Weighted average remaining lease term: Finance leases (in years) 8.7 10.1 Operating leases (in years) 3.7 3.8 Weighted average discount rate: Finance leases 7.23 % 6.04 % Operating leases 4.86 % 3.59 % As of December 31, 2023, the future maturities of existing lease liabilities were as follows (in thousands): Year Ending December 31, Finance Operating 2024 $ 1,100 $ 3,775 2025 978 2,849 2026 857 1,997 2027 617 1,391 2028 551 758 Thereafter 3,018 339 Total 7,121 11,109 Less: Present value discount (1,961) (950) Lease liability $ 5,160 $ 10,159 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The carrying amount of long-term debt consisted of the following (in thousands): As of December 31, 2023 2022 Senior Credit Facilities (as defined below) $ 2,105,348 $ 2,273,904 Senior Notes (as defined below) 650,000 650,000 Convertible Notes (as defined below) 920,000 920,000 Finance lease liabilities 5,160 4,844 Total debt 3,680,508 3,848,748 Less: Unamortized debt discount (12,025) (16,313) Less: Unamortized debt issuance costs (22,532) (23,913) Less: Current portion of long-term debt (19,023) (55,931) Total long-term debt $ 3,626,928 $ 3,752,591 Senior Credit Facilities. Prior to February 22, 2023, the Company had in place the third amended and restated credit agreement among the Company and its lenders, dated as of October 30, 2020 (as amended prior to February 22, 2023, the “Credit Agreement”) that provided for senior secured term loans in original aggregate principal amounts of $700.0 million maturing in 2025 (the “Term Loan A-2”), $250.0 million maturing in 2027 (the “Term Loan B-2”), $625.0 million maturing in 2027 (the “Term Loan B-3”) and $800.0 million maturing in 2028 (the "Term Loan B-4"), as well as a $500.0 million revolving credit facility maturing in 2025 (the “Revolving Credit Facility” and, together with the Term Loan A-2, the Term Loan B-2, the Term Loan B-3 and the Term Loan B-4, the “Senior Credit Facilities”). On February 22, 2023, the Company entered into the fourth amended and restated credit agreement with its lenders to amend and restate the Credit Agreement (as amended and restated, the "New Credit Agreement") to, among other things, (i) increase the aggregate principal amount of commitments under the Revolving Credit Facility by $500.0 million to $1.0 billion; (ii) extend the scheduled maturity of the Revolving Credit Facility from October 2025 to February 2028; (iii) upsize the outstanding principal amount under the Term Loan B-3 by $150.0 million to $757.0 million (the "TLB-3 Upsize"); (iv) extend the scheduled maturities of the Term Loan B-2 and the Term Loan B-3 from October 2027 to October 2029 (subject to adjustment as described in the notes to the table below summarizing the Company's outstanding term loans as of December 31, 2023); (v) increase the fixed spreads on the Term Loan B-2 and the Term Loan B-3 from 2.00% to 2.25%; and (vi) transition the benchmark interest rate for the Revolving Credit Facility, the Term Loan B-2 and the Term Loan B-3 from LIBOR to SOFR plus a 10 basis point credit spread adjustment. Except as described above, the New Credit Agreement did not make any material changes to the principal terms of the Term Loan B-2, the Term Loan B-3, the Term Loan B-4 or the Revolving Credit Facility. Upon the effectiveness of the New Credit Agreement, the Company drew $488.0 million under the Revolving Credit Facility and, together with the net proceeds from the TLB-3 Upsize, repaid all $638.3 million aggregate principal amount of its outstanding Term Loan A-2. In July 2023, the Company transitioned the benchmark interest rate for the Term Loan B-4 from LIBOR to SOFR plus a credit spread adjustment that ranges from approximately 11.4 basis points to 42.8 basis points based on the interest period elected. As of December 31, 2023, the interest margins applicable to the Senior Credit Facilities are, at the Company’s option, equal to either SOFR or a base rate, plus an applicable margin equal to, (i) with respect to the Revolving Credit Facility, 1.25% to 1.75% plus a 10 basis point credit spread adjustment for SOFR loans and 0.25% to 0.75% for base rate loans, determined on a quarterly basis by reference to a pricing grid based on the Company’s Total Net Leverage Ratio (as defined in the New Credit Agreement), (ii) with respect to the Term Loan B-2 and the Term Loan B-3, 2.25% plus a 10 basis point credit spread adjustment for SOFR loans and 1.25% for base rate loans and (iii) with respect to the Term Loan B-4, 2.0% plus an approximately 11.4 to 42.8 basis point credit spread adjustment based on the interest period elected for SOFR loans and 1.0% for base rate loans. The Senior Credit Facilities are guaranteed by the Company’s wholly owned subsidiaries (the “Guarantors”) and are secured, subject to certain exceptions, by substantially all of the assets of the Company and the Guarantors. The Company may, subject to certain specified terms and provisions, obtain additional credit facilities of up to the greater of $700.0 million and 75.0% of Annualized Operating Cash Flow (as defined in the New Credit Agreement) plus an unlimited amount so long as, on a pro forma basis, the Company’s First Lien Net Leverage Ratio (as defined in the Credit Agreement) is no greater than 3.5 to 1.0. The Senior Credit Facilities contain customary representations, warranties and affirmative and negative covenants, including limitations on indebtedness, liens, restricted payments, prepayments of certain indebtedness, investments, dispositions of assets, restrictions on subsidiary distributions and negative pledge clauses, fundamental changes, transactions with affiliates and amendments to organizational documents. The Senior Credit Facilities also require the Company to maintain specified ratios of total net indebtedness and first lien net indebtedness to consolidated operating cash flow. The Senior Credit Facilities also contain customary events of default, including non-payment of principal, interest, fees or other amounts, material inaccuracy of any representation or warranty, failure to observe or perform any covenant, default in respect of other material debt of the Company and of its restricted subsidiaries, bankruptcy or insolvency, the entry against the Company or any of its restricted subsidiaries of a material judgment, the occurrence of certain ERISA events, impairment of the loan documentation and the occurrence of a change of control. The Revolving Credit Facility gives the Company the ability to issue letters of credit, which reduce the amount available for borrowing under the Revolving Credit Facility. The Company is required to pay commitment fees on any unused portion of the Revolving Credit Facility at a rate between 0.20% per annum and 0.30% per annum, determined on a quarterly basis by reference to a pricing grid based on the Company’s Total Net Leverage Ratio. No letters of credit were issued under the Revolving Credit Facility as of December 31, 2023. The Company repaid $150.0 million of outstanding Revolving Credit Facility borrowings during 2023. As of December 31, 2023, the Company had approximately $1.8 billion of aggregate outstanding term loan borrowings and $338.0 million of borrowings and $662.0 million available for borrowing under the Revolving Credit Facility. A summary of the Company’s outstanding term loans under the Senior Credit Facilities as of December 31, 2023 is as follows (dollars in thousands): Instrument Draw Date(s) Original Principal Amortization Per Annum (1) Outstanding Principal Final Scheduled Maturity Date Final Scheduled Principal Payment Benchmark Rate Fixed Margin Interest Rate Term Loan B-2 1/7/2019 $ 250,000 1.0% $ 238,125 10/30/2029 (2) $ 223,750 SOFR + 10.0 bps 2.25% 7.71% Term Loan B-3 6/14/2019 10/30/2020 2/22/2023 325,000 300,000 150,000 1.0% 749,223 10/30/2029 (2) 704,695 SOFR + 10.0 bps 2.25% 7.71% Term Loan B-4 5/3/2021 800,000 1.0% 780,000 5/3/2028 746,000 SOFR + 11.4 bps 2.00% 7.47% Total $ 1,825,000 $ 1,767,348 $ 1,674,445 (1) Payable in equal quarterly installments (expressed as a percentage of the original principal amount and subject to customary adjustments in the event of any prepayment). All loans may be prepaid at any time without penalty or premium (subject to customary SOFR breakage provisions). (2) The final maturity date of the Term Loan B-2 and the Term Loan B-3, in each case, will adjust to May 3, 2028 if greater than $150.0 million aggregate principal amount of the Term Loan B-4 (together with any refinancing indebtedness in respect of the Term Loan B-4 with a final maturity date prior to the date that is 91 days after October 30, 2029) remains outstanding on May 3, 2028. Notes. Senior Notes In November 2020, the Company issued $650.0 million aggregate principal amount of 4.00% senior notes due 2030 (the “Senior Notes”). The Senior Notes bear interest at a rate of 4.00% per annum payable semi-annually in arrears on May 15th and November 15th of each year, beginning on May 15, 2021. The terms of the Senior Notes are governed by an indenture dated as of November 9, 2020 (the “Senior Notes Indenture”), among the Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (“ BNY ”), as trustee. The Senior Notes are required to be guaranteed on a senior unsecured basis by each of our existing and future wholly owned domestic subsidiaries that guarantees the Company obligations under the Credit Agreement or that guarantees its certain capital markets debt or a guarantor in an aggregate principal amount in excess of $250.0 million. At any time and from time to time prior to November 15, 2025, the Company may redeem some or all of the Senior Notes for cash at a redemption price equal to 100% of their principal amount, plus the “make-whole” premium described in the Senior Notes Indenture and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Beginning on November 15, 2025, the Company may redeem some or all of the Senior Notes at any time and from time to time at the applicable redemption prices listed in the Senior Notes Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time and from time to time prior to November 15, 2023, the Company may redeem up to 40% of the aggregate principal amount of Senior Notes with funds in an aggregate amount not exceeding the net cash proceeds from one or more equity offerings at a redemption price equal to 104% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Upon the occurrence of a Change of Control and a Below Investment Grade Rating Event (each as defined in the Senior Notes Indenture), the Company is required to offer to repurchase the Senior Notes at 101% of the principal amount of such Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. Convertible Notes In March 2021, the Company issued $575.0 million aggregate principal amount of 0.000% convertible senior notes due 2026 (the “2026 Notes”) and $345.0 million aggregate principal amount of 1.125% convertible senior notes due 2028 (the “2028 Notes” and, together with the 2026 Notes, the “Convertible Notes,” and the Convertible Notes collectively with the Senior Notes, the “Notes”). The terms of the 2026 Notes and the 2028 Notes are each governed by a separate indenture dated as of March 5, 2021 (collectively, the “Convertible Notes Indentures” and together with the Senior Notes Indenture, the “Indentures”), in each case, among the Company, the guarantors party thereto and BNY, as trustee. The 2026 Notes do not bear regular interest, and the principal amount of the 2026 Notes does not accrete. The 2028 Notes bear interest at a rate of 1.125% per annum. Interest on the 2028 Notes is payable semiannually in arrears on March 15th and September 15th of each year, beginning on September 15, 2021, unless earlier repurchased, converted or redeemed. The 2026 Notes are scheduled to mature on March 15, 2026, and the 2028 Notes are scheduled to mature on March 15, 2028. The initial conversion rate for each of the 2026 Notes and the 2028 Notes is 0.4394 shares of the Company’s common stock per $1,000 principal amount of 2026 Notes and 2028 Notes, as applicable (equivalent to an initial conversion price of $2,275.83 per share of common stock). The Convertible Notes are convertible at the option of the holders. The method of conversion into cash, shares of the Company’s common stock or a combination thereof is at the election of the Company. Prior to the close of business on the business day immediately preceding December 15, 2025, the 2026 Notes will be convertible at the option of the holders only upon the satisfaction of specified conditions and during certain periods. On or after December 15, 2025, holders may convert their 2026 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the relevant maturity date. Prior to the close of business on the business day immediately preceding December 15, 2027, the 2028 Notes will be convertible at the option of the holders only upon the satisfaction of specified conditions and during certain periods. On or after December 15, 2027, holders may convert their 2028 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the relevant maturity date. If the Company undergoes a “Fundamental Change” (as defined in the applicable Convertible Notes Indenture), holders of the applicable series of Convertible Notes may require the Company to repurchase for cash all or part of their Convertible Notes of such series at a purchase price equal to 100% of the principal amount of the Convertible Notes of such series to be repurchased, plus accrued and unpaid interest to, but not including, the fundamental change repurchase date. The Company may not redeem the 2026 Notes prior to March 20, 2024 and it may not redeem the 2028 Notes prior to March 20, 2025. No “sinking fund” is provided for the Convertible Notes. On or after March 20, 2024 and prior to December 15, 2025, the Company may redeem for cash all or any portion of the 2026 Notes, at its option, and on or after March 20, 2025 and prior to December 15, 2027, the Company may redeem for cash all or any portion of the 2028 Notes, at its option, in each case, if the last reported sale price per share of common stock has been at least 130% of the conversion price for such series of Convertible Notes then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Notes of such series to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date. In addition, following a “make-whole fundamental change” (as defined in the applicable Convertible Notes Indenture) or if the Company delivers a notice of redemption in respect of any Convertible Notes of a series, in certain circumstances, the conversion rate applicable to such series of Convertible Notes will be increased for a holder who elects to convert any of such Convertible Notes in connection with such a make-whole fundamental change or convert any of such Convertible Notes called (or deemed called) for redemption during the related redemption period, as the case may be. The carrying amounts of the Convertible Notes consisted of the following (in thousands): December 31, 2023 December 31, 2022 2026 Notes 2028 Notes Total 2026 Notes 2028 Notes Total Gross carrying amount $ 575,000 $ 345,000 $ 920,000 $ 575,000 $ 345,000 $ 920,000 Less: Unamortized discount (6,610) (5,415) (12,025) (9,610) (6,703) (16,313) Less: Unamortized debt issuance costs (180) (153) (333) (262) (189) (451) Net carrying amount $ 568,210 $ 339,432 $ 907,642 $ 565,128 $ 338,108 $ 903,236 Interest expense on the Convertible Notes consisted of the following (dollars in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 2026 Notes 2028 Notes Total 2026 Notes 2028 Notes Total Contractual interest expense $ — $ 3,881 $ 3,881 $ — $ 3,881 $ 3,881 Amortization of discount 3,000 1,288 4,288 3,001 1,288 4,289 Amortization of debt issuance costs 82 36 118 82 36 118 Total interest expense $ 3,082 $ 5,205 $ 8,287 $ 3,083 $ 5,205 $ 8,288 Effective interest rate 0.5 % 1.5 % 0.5 % 1.5 % General The Notes are senior unsecured obligations of the Company and are guaranteed by the Company’s wholly owned domestic subsidiaries that guarantee the Senior Credit Facilities or that guarantee certain capital market debt of the Company in an aggregate principal amount in excess of $250.0 million. Each Indenture contains covenants that, among other things and subject to certain exceptions, limit (i) the Company’s ability to consolidate or merge with or into another person or sell or otherwise dispose of all or substantially all of the assets of the Company and its subsidiaries (taken as a whole) and (ii) the ability of the guarantors to consolidate with or merge with or into another person. The Senior Notes Indenture also contains a covenant that, subject to certain exceptions, limits the Company’s ability and the ability of its subsidiaries to incur any liens securing indebtedness for borrowed money. Each Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, default in payment of principal or interest, breach of other agreements or covenants in respect of the relevant Notes by the Company or any guarantors, failure to pay certain other indebtedness at final maturity, acceleration of certain indebtedness prior to final maturity, failure to pay certain final judgments, failure of certain guarantees to be enforceable and certain events of bankruptcy, insolvency or reorganization; and, in the case of each Convertible Notes Indenture, failure to comply with the Company’s obligation to convert the relevant Convertible Notes under the applicable Convertible Notes Indenture and failure to give a fundamental change notice or a notice of a make-whole fundamental change under the applicable Convertible Notes Indenture. Other. In connection with various financing transactions completed during 2023 and 2021, the Company capitalized $7.8 million and $13.7 million of debt issuance costs and wrote-off to other expense $3.3 million and $2.1 million of existing unamortized debt issuance costs, respectively. The Company recorded debt issuance cost amortization of $4.7 million, $5.3 million and $5.6 million for 2023, 2022 and 2021, respectively, within interest expense in the consolidated statements of operations and comprehensive income. Unamortized debt issuance costs consisted of the following (in thousands): As of December 31, 2023 2022 Revolving Credit Facility portion: Other noncurrent assets $ 3,087 $ 1,904 Term loans and Notes portion: Long-term debt (contra account) 22,532 23,913 Total $ 25,619 $ 25,817 The future maturities of outstanding borrowings as of December 31, 2023 were as follows (in thousands): Year Ending December 31, Amount 2024 $ 18,244 2025 18,244 2026 593,244 2027 18,244 2028 1,441,244 Thereafter 1,586,128 Total $ 3,675,348 On May 3, 2022, the Company entered into a letter of credit agreement with MUFG Bank, Ltd. which provides for an additional $75.0 million letter of credit issuing capacity. As of December 31, 2023, $10.5 million of letter of credit issuances were held for the benefit of performance obligations under government grant programs and certain general and liability insurance matters and bore interest at a rate of 1.0% per annum. The Company was in compliance with all debt covenants as of December 31, 2023. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The income tax provision (benefit) consisted of the following (in thousands): Current Deferred Total Year Ended December 31, 2023 U.S. federal $ 63,893 $ 4,888 $ 68,781 State and local 14,333 6,590 20,923 Total $ 78,226 $ 11,478 $ 89,704 Year Ended December 31, 2022 U.S. federal $ 45,982 $ 35,086 $ 81,068 State and local 12,994 32,270 45,264 Total $ 58,976 $ 67,356 $ 126,332 Year Ended December 31, 2021 U.S. federal $ 11,010 $ 36,514 $ 47,524 State and local 5,296 (7,055) (1,759) Total $ 16,306 $ 29,459 $ 45,765 The income tax provision is different than the amount of income tax calculated by applying the U.S. federal statutory rate of 21.0% to income before income taxes as a result of the following items (in thousands): Year Ended December 31, 2023 2022 2021 U.S. federal taxes at statutory rate $ 86,363 $ 78,826 $ 70,902 State and local taxes, net of U.S. federal tax 10,357 10,813 (1,389) Reversal of deferred tax liability on minority interest — — (29,138) Investment in Clearwave Fiber — 5,829 — State rate change 6,746 22,920 — Equity-based compensation 2,297 (943) (5,651) Valuation allowance (6,720) 9,678 10,111 Section 162(m) limitation 1,985 2,480 2,205 Equity method investments (11,394) (3,132) 98 Other items 70 (139) (1,373) Income tax provision $ 89,704 $ 126,332 $ 45,765 The net deferred income tax liability consisted of the following (in thousands): As of December 31, 2023 2022 Other benefit obligations $ 2,538 $ 2,659 Equity-based compensation 7,366 6,565 Net operating losses 5,145 5,666 Accrued bonus 2,152 3,909 Reserves 2,939 2,478 Lease liabilities 2,528 2,620 Capitalized research and development expenditures 6,451 2,665 State tax credit 4,066 3,353 Unrealized capital losses 19,340 26,212 Section 163(j) interest limitation 10,352 — Other items 6,782 2,961 Deferred tax assets, gross 69,659 59,088 Less: Valuation allowance (19,340) (26,212) Deferred tax assets, net 50,319 32,876 Property, plant and equipment 322,155 301,975 Goodwill and other intangible assets 554,098 549,605 Investments in subsidiaries and partnerships 126,867 122,650 ROU assets 3,881 4,405 Prepaid expenses 5,098 4,828 Interest rate swap 11,755 15,948 Other items 932 286 Deferred tax liabilities 1,024,786 999,697 Net deferred income tax liability $ 974,467 $ 966,821 In 2020, the Company acquired an approximately 15% equity interest in Hargray, a partnership, and recognized a deferred tax liability as a result of a difference between GAAP and tax records on the partnership’s outside basis. After the Hargray Acquisition in 2021, the Company filed an election to treat Hargray, now wholly owned, as a corporation. Since the Company expects to recover its outside basis in Hargray through tax-free means the Company reversed its initial deferred tax liability, generating federal and state deferred income tax benefits of $29.1 million and $6.0 million, respectively, in 2021. In 2022, the Company contributed certain component 2 goodwill to Clearwave Fiber, which is goodwill acquired in a prior transaction that did not receive a tax basis and for which ASC 740 precluded the recording of a deferred tax liability at the time. As the Company records deferred taxes on partnerships based on the outside basis difference between GAAP and tax records, and not based on the underlying assets contributed, the Company recognized $5.8 million in deferred income tax expense upon the establishment of the corresponding deferred tax liability. In 2022, the acquired Hargray operations were deemed unitary with the rest of the Company for state income tax purposes, requiring the filing of combined state income tax returns in certain states. As a result, the Company revalued its net deferred tax liability to reflect the new state income tax rates at which the liability is expected to reverse, recognizing $22.9 million in deferred income tax expense during 2022. In 2023, the Company revalued its net deferred tax liability to reflect the new state income tax rate at which the liability is expected to reverse, recognizing $6.7 million in deferred income tax expense during 2023. The Company has concluded that it is more likely than not that it will realize all of its gross deferred tax assets, except for those that relate to unrealized capital losses associated with the MBI Net Option that may expire prior to the generation of offsetting capital gains. Valuation allowances have been recorded against such deferred tax assets. The Company had $4.1 million of state tax credits and $5.1 million of tax-effected state net operating loss ("NOL") carryforwards at December 31, 2023, which have expiration dates at various points starting in 2032. Additionally, the Company had $10.4 million of tax-effected federal and state Section 163(j) disallowed interest expense carryforwards at December 31, 2023, which have an indefinite life. The Company files corporate income tax returns with the federal government and with states where it conducts business. The Company’s federal income tax returns are subject to examination by the Internal Revenue Service, with tax years 2015, 2016 and 2019 onward still subject to review. The 2015 and 2016 tax years are only subject to the examination of NOLs carried back from 2019 as a result of the Coronavirus Aid, Relief, and Economic Security Act. The Company’s state tax returns are subject to examination by local tax authorities for tax years 2019 onward, but NOL and credit carryforwards arising prior to then are also subject to adjustment. The Company did not have any uncertain tax positions at December 31, 2023 and 2022. |
INTEREST RATE SWAPS
INTEREST RATE SWAPS | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
INTEREST RATE SWAPS | INTEREST RATE SWAPS The Company is party to two interest rate swap agreements, designated as cash flow hedges, to manage the risk of fluctuations in interest rates on its variable rate SOFR debt. Changes in the fair values of the interest rate swaps are reported through other comprehensive income until the underlying hedged debt’s interest expense impacts net income, at which point the corresponding change in fair value is reclassified from accumulated other comprehensive income to interest expense. A summary of the significant terms of the Company’s interest rate swap agreements is as follows (dollars in thousands): Entry Date Effective Date Maturity Date (1) Notional Amount Settlement Type Settlement Frequency Fixed Base Rate Swap A (2) 3/7/2019 3/11/2019 3/11/2029 $ 850,000 Receive one-month SOFR, pay fixed Monthly 2.595% Swap B (3) 3/6/2019 6/15/2020 2/28/2029 350,000 Receive one-month SOFR, pay fixed Monthly 2.691% Total $ 1,200,000 (1) Each swap may be terminated prior to the scheduled maturity at the election of the Company or the financial institution counterparty under the terms provided in each swap agreement. (2) Swap A was amended effective February 28, 2023 to transition the reference rate from LIBOR to SOFR, resulting in the fixed base rate changing from 2.653% to 2.595%. (3) Swap B was amended effective March 1, 2023 to transition the reference rate from LIBOR to SOFR, resulting in the fixed base rate changing from 2.739% to 2.691%. The combined fair values of the Company’s interest rate swaps are reflected within the consolidated balance sheets as follows (in thousands): As of December 31, 2023 2022 Assets: Current portion: Prepaid and other current assets $ 24,511 $ 25,794 Noncurrent portion: Other noncurrent assets 24,453 40,289 Total interest rate swap asset $ 48,964 $ 66,083 Stockholders’ Equity: Accumulated other comprehensive income (loss) $ 36,936 $ 50,221 The combined effect of the Company’s interest rate swaps on the consolidated statements of operations and comprehensive income was as follows (in thousands): Year Ended December 31, 2023 2022 2021 Interest (contra-expense) expense $ (28,996) $ 11,946 $ 31,311 Unrealized gain (loss) on cash flow hedges, gross $ (17,118) $ 174,371 $ 77,716 Less: Tax effect 3,832 (42,277) (19,499) Unrealized gain (loss) on cash flow hedges, net of tax $ (13,286) $ 132,094 $ 58,217 The Company does not hold any derivative instruments for speculative trading purposes. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Financial Assets and Liabilities. The Company has estimated the fair values of its financial instruments as of December 31, 2023 using available market information or other appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the following fair value estimates are not necessarily indicative of the amounts the Company would realize in an actual market exchange. The carrying amounts, fair values and related fair value hierarchy levels of the Company’s financial assets and liabilities as of December 31, 2023 were as follows (dollars in thousands): December 31, 2023 Carrying Amount Fair Value Fair Value Hierarchy Assets: Cash and cash equivalents: Money market investments $ 108,402 $ 108,402 Level 1 Other noncurrent assets (including current portion): Interest rate swap asset $ 48,964 $ 48,964 Level 2 Liabilities: Long-term debt (including current portion): Term loans $ 1,767,348 $ 1,762,930 Level 2 Revolver Credit Facility $ 338,000 $ 335,465 Level 2 Senior Notes $ 650,000 $ 529,750 Level 2 Convertible Notes $ 920,000 $ 755,550 Level 2 Other noncurrent liabilities: MBI Net Option $ 136,360 $ 136,360 Level 3 Money market investments are held primarily in U.S. Treasury securities and registered money market funds and are valued using a market approach based on quoted market prices (level 1). Money market investments with original maturities of three months or less are included within cash and cash equivalents in the consolidated balance sheets. Interest rate swaps are measured at fair value within the consolidated balance sheets on a recurring basis, with fair value determined using standard valuation models with assumptions about interest rates being based on those observed in underlying markets (level 2). The fair value of the term loans, Revolving Credit Facility, Senior Notes and Convertible Notes are estimated based on market prices for similar instruments in active markets (level 2). The fair value of the MBI Net Option is measured using Monte Carlo simulations that use inputs considered unobservable and significant to the fair value measurement (level 3). The assumptions used to determine the fair value of the MBI Net Option consisted of the following: December 31, 2023 December 31, 2022 Cable One MBI Cable One MBI Equity volatility 40.0 % 30.0 % 34.0 % 31.0 % EBITDA volatility 10.0 % 10.0 % 10.0 % 10.0 % EBITDA risk-adjusted discount rate 7.5 % 8.5 % 7.5 % 8.5 % Cost of debt 8.5 % 7.5 % The Company regularly evaluates each of the assumptions used in establishing the fair value of the MBI Net Option. Significant changes in any of these assumptions could result in a significantly lower or higher fair value measurement. A change in one of these assumptions is not necessarily accompanied by a change in another assumption. Refer to note 6 for further information on the MBI Net Option. The carrying amounts of accounts receivable, accounts payable and other financial assets and liabilities approximate fair value because of the short-term nature of these instruments. Nonfinancial Assets and Liabilities. The Company’s nonfinancial assets, such as property, plant and equipment, intangible assets and goodwill, are not measured at fair value on a recurring basis. Assets acquired, including identifiable intangible assets and goodwill, and liabilities assumed in acquisitions are recorded at fair value on the respective acquisition dates, subject to potential future measurement period adjustments. Nonfinancial assets are subject to fair value adjustments when there is evidence that impairment may exist. No material impairments were recorded during any of the periods presented. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Treasury Stock. Treasury stock is recorded at cost and is presented as a reduction of stockholders’ equity in the consolidated financial statements. Treasury shares of 558,412 held at December 31, 2023 include shares repurchased under the Company’s share repurchase programs and shares withheld for withholding tax, as described below. Share Repurchase Programs. On July 1, 2015, the Company’s board of directors (the “Board”) authorized up to $250.0 million of share repurchases (subject to a total cap of 600,000 shares of common stock) (the "2015 Program"). On May 20, 2022, the Company's Board authorized up to $450.0 million of additional share repurchases (with no cap as to the number of shares of common stock) (the "2022 Program" and, together with the 2015 Program, the "Share Repurchase Programs"). The Company exhausted the share repurchase authorization under the 2015 Program during the second quarter of 2022 and had $143.1 million of remaining share repurchase authorization under the 2022 Program as of December 31, 2023. Additional purchases under the 2022 Program may be made from time to time on the open market and in privately negotiated transactions. The size and timing of these purchases are based on a number of factors, including share price and business and market conditions. Since the inception of the Share Repurchase Programs through December 31, 2023, the Company has repurchased 646,244 shares of its common stock at an aggregate cost of $556.9 million, in cluding 141,551 shares purchased at an aggregate cost of $99.6 million during 2023. Tax Withholding for Equity Awards. At the employee’s option, shares of common stock are withheld by the Company upon the vesting of restricted stock, vesting and distribution of restricted stock units ("RSUs") and exercise of stock appreciation rights (“SARs”) to cover the applicable statutory minimum amount of employee withholding taxes, which the Company then pays to the taxing authorities in cash. The amounts remitted during 2023, 2022 and 2021 were $2.5 million, $5.0 million, and $8.5 million, for which the Company withheld 3,599, 3,042, and 3,911 shares of common stock, respectively. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION | EQUITY-BASED COMPENSATION The Company’s stockholders approved the Cable One, Inc. 2022 Omnibus Incentive Compensation Plan (the “2022 Plan”) at the annual meeting of stockholders held on May 20, 2022. The 2022 Plan superseded and replaced the then existing Amended and Restated Cable One, Inc. 2015 Omnibus Incentive Compensation Plan (the “2015 Plan” and, together with the 2022 Plan, the "Incentive Compensation Plans"), provided, however, that any awards previously granted under the 2015 Plan will remain in effect pursuant to their respective terms. No further awards will be granted under the 2015 Plan. The Incentive Compensation Plans are designed to promote the interests of the Company and its stockholders by providing the employees and directors of the Company with incentives and rewards to encourage them to continue in the service of the Company and with a proprietary interest in pursuing the long-term growth, profitability and financial success of the Company. Any of the directors, officers, employees and consultants of the Company are eligible to be granted one or more of the following types of awards under the Incentive Compensation Plans: (1) incentive stock options, (2) non-qualified stock options, (3) restricted stock awards, (4) SARs, (5) RSUs, (6) cash-based awards, (7) performance-based awards, (8) dividend equivalent units ("DEUs" and, together with restricted stock awards and RSUs, "Restricted Stock") and (9) other stock-based awards, including deferred stock units. At December 31, 2023, 417,657 shares were available for issuance under the 2022 Plan. Compensation expense associated with equity-based awards is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the award, with forfeitures recognized as incurred. The Company’s equity-based compensation expense, included within selling, general and administrative expenses in the consolidated statements of operations and comprehensive income, was as follows (in thousands): Year Ended December 31, 2023 2022 2021 Restricted Stock $ 27,885 $ 19,987 $ 17,014 SARs 1,535 2,527 3,040 Total $ 29,420 $ 22,514 $ 20,054 The Company recognized excess tax shortfalls of $2.0 million and excess tax benefits of $0.5 million and $6.7 million related to equity-based awards during 2023, 2022 and 2021, respectively. The deferred tax asset related to all outstanding equity-based awards was $7.4 million and $6.6 million as of December 31, 2023 and 2022, respectively. Restricted Stock. The Company has granted restricted shares of Company common stock and restricted stock units subject to performance-based and/or service-based vesting conditions to certain employees of the Company. Restricted Stock generally cliff-vest on the three-year anniversary of the grant date or in three or four equal ratable installments beginning on the first anniversary of the grant date (generally subject to the holder’s continued employment with the Company through the applicable vesting date), although certain individual awards have been granted with shorter vesting periods from time to time. Settlement of RSUs are in the form of one share of the Company’s common stock and, for employees, will follow vesting. Performance-based restricted shares are or were subject to performance metrics related primarily to year-over-year growth in Adjusted EBITDA and annual adjusted capital expenditures as a percentage of total revenues or Adjusted EBITDA. Performance-based restricted stock units are subject to a performance metric related to year-over-year growth in Adjusted EBITDA less capital expenditures and a market metric related to three-year cumulative total shareholder return relative to a peer group. Restricted Stock is subject to the terms and conditions of the Incentive Compensation Plans and are otherwise subject to the terms and conditions of the applicable award agreement. The Company’s non-employee directors are entitled to an annual cash retainer of $90,000, plus an additional annual cash retainer for each committee chair or the lead independent director, and approximately $155,000 in RSUs. Such RSUs will generally be granted on the date of the Company’s annual stockholders’ meeting and will vest on the earlier of the first anniversary of the grant date or the annual stockholders’ meeting date immediately following the grant date, subject to the director’s continued service through such vesting date. Settlement of such RSUs will be in the form of one share of the Company’s common stock and will follow vesting, unless the director has previously elected to defer all or a portion of such settlement until his or her separation from service from the Board or a specified date. Non-employee directors may elect to defer their annual retainer and receive RSUs in lieu of annual cash fees. Any dividends associated with RSUs granted prior to the 2017 annual grant of RSUs are converted into DEUs, which will be delivered at the time of settlement of the associated RSUs. A summary of Restricted Stock activity is as follows: Restricted Stock Weighted Average Grant Date Fair Value Per Share Outstanding as of December 31, 2020 34,944 $ 1,037.83 Granted 12,525 $ 2,144.03 Forfeited (1,468) $ 1,414.01 Vested and issued (11,975) $ 872.38 Outstanding as of December 31, 2021 34,026 $ 1,487.02 Granted 19,109 $ 1,678.06 Forfeited (2,008) $ 1,874.06 Vested and issued (8,660) $ 1,206.02 Outstanding as of December 31, 2022 42,467 $ 1,611.99 Granted 70,949 $ 740.39 Forfeited (1) (7,854) $ 1,609.26 Vested and issued (14,130) $ 1,505.58 Outstanding as of December 31, 2023 91,432 $ 952.33 Vested and deferred as of December 31, 2023 5,769 $ 862.43 (1) Includes 4,093 shares forfeited upon the final achievement determination in 2023 for certain performance-based restricted stock awards. At December 31, 2023, there was $38.8 million of unrecognized compensation expense related to Restricted Stock, which is expected to be recognized over a weighted average period of 1.4 years. The significant inputs and resulting weighted average grant date fair value for market-based award grants were as follows: 2023 Risk-free interest rate 4.1 % Expected volatility 39.1 % Simulation term (in years) 2.99 Weighted average grant date fair value $ 774.30 Stock Appreciation Rights. The Company has granted SARs to certain executives and other employees of the Company. The SARs are generally scheduled to vest in four equal ratable installments beginning on the first anniversary of the grant date (generally subject to the holder’s continued employment with the Company through the applicable vesting date). The SARs are subject to the terms and conditions of the Incentive Compensation Plans and will otherwise be subject to the terms and conditions of the applicable award agreement. A summary of SAR activity is as follows: Stock Appreciation Rights Weighted Average Exercise Price Weighted Average Grant Date Aggregate Intrinsic Value Weighted Average Remaining Contractual Term (in years) Outstanding as of December 31, 2020 58,365 $ 866.54 $ 204.29 $ 79,446 7.3 Granted 5,500 $ 1,970.24 $ 530.05 $ — 9.5 Exercised (16,524) $ 658.98 $ 148.76 $ 21,298 — Forfeited (1,601) $ 834.92 $ 201.50 Outstanding as of December 31, 2021 45,740 $ 1,075.34 $ 263.62 $ 32,897 7.1 Granted — $ — $ — $ — — Exercised (2,500) $ 707.16 $ 164.67 $ 1,504 — Forfeited (1,750) $ 1,492.73 $ 375.76 Expired (375) $ 1,851.23 $ 469.52 Outstanding as of December 31, 2022 41,115 $ 1,072.88 $ 262.99 $ 591 6.1 Granted — $ — $ — $ — — Exercised (374) $ 707.17 $ 169.54 $ 5 — Forfeited (375) $ 1,274.05 $ 280.58 Expired (4,875) $ 936.78 $ 219.98 Outstanding as of December 31, 2023 35,491 $ 1,093.30 $ 269.69 $ — 5.1 Exercisable as of December 31, 2023 31,116 $ 985.83 $ 239.18 $ — 4.8 The grant date fair value of the Company’s SARs is measured using the Black-Scholes valuation model. The weighted average inputs used in the model for grants awarded during 2021 were as follows (no SARs were granted during 2023 or 2022): 2021 Expected volatility 27.44 % Risk-free interest rate 0.96 % Expected term (in years) 6.25 Expected dividend yield 0.53 % The Black-Scholes model used to estimate the grant date fair value of the Company’s SARs requires the input of highly subjective assumptions. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, the Company’s equity-based compensation expense could be materially different for future SAR grants. The assumptions for SAR grants are determined as follows: • Fair Value of Common Stock — Valued by reference to the closing price of the Company’s publicly traded common stock on the date of grant. • Expected Volatility — The Company estimated the expected future stock price volatility for its common stock by using its historical volatility based on daily price observations for the most recent historical period equal to the length of the instrument's expected term (discussed below). • Risk-Free Interest Rate — The risk-free interest rate assumption was based on the yields of U.S. Treasury securities with maturities similar to the expected term of the SARs being valued. • Expected Term — The expected term represents the period that the Company’s SARs are expected to be outstanding. The expected term of the Company’s SARs is based on the “simplified method” which defines the expected term as the average of the contractual term and the weighted-average vesting period for all tranches. • Expected Dividend Yield — The Company expects to continue to pay quarterly dividends in the future and, as such, the expected dividend yield was calculated as the Company’s current annual dividend divided by the Company’s closing stock price on the grant date. At December 31, 2023, there was $1.3 million of unrecognized compensation expense related to SARs, which is expected to be recognized over a weighted average period of 0.8 years. |
OTHER INCOME AND EXPENSE
OTHER INCOME AND EXPENSE | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME AND EXPENSE | OTHER INCOME AND EXPENSE Other income (expense) consisted of the following (in thousands): Year Ended December 31, 2023 2022 2021 Gain on Hargray step acquisition $ — $ — $ 33,406 MBI Net Option fair value adjustment 27,990 (40,730) (50,310) Write-off of debt issuance costs (3,340) — (2,131) Interest and investment income 18,569 13,670 11,580 Gain (loss) on sale of equity investments, net (1,558) — — Mark-to-market adjustments and other (1) 12,979 1,147 1,453 Other income (expense), net $ 54,640 $ (25,913) $ (6,002) (1) Amount for 2023 includes a $12.3 million non-cash mark-to-market gain on the Company's investment in Point Broadband as a result of an observable market transaction in Point Broadband’s equity. |
NET INCOME PER COMMON SHARE
NET INCOME PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET INCOME PER COMMON SHARE | NET INCOME PER COMMON SHARE Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. The denominator used in calculating diluted net income per common share further includes any common shares available to be issued upon vesting or exercise of outstanding equity-based compensation awards if such inclusion would be dilutive, calculated using the treasury stock method, and any common shares to be issued upon conversion of the Convertible Notes, calculated using the if-converted method. The computation of basic and diluted net income per common share was as follows (dollars in thousands, except per share amounts): Year Ended December 31, 2023 2022 2021 Numerator: Net income - basic $ 267,436 $ 234,118 $ 291,824 Add: Convertible Notes interest expense, net of tax 6,215 6,216 5,136 Net income - diluted $ 273,651 $ 240,334 $ 296,960 Denominator: Weighted average common shares outstanding - basic 5,648,934 5,892,077 6,017,778 Effect of dilutive equity-based compensation awards (1) 9,149 17,823 36,547 Effect of dilution from if-converted Convertible Notes (2) 404,248 404,248 333,029 Weighted average common shares outstanding - diluted 6,062,331 6,314,148 6,387,354 Net Income per Common Share: Basic $ 47.34 $ 39.73 $ 48.49 Diluted $ 45.14 $ 38.06 $ 46.49 Supplemental Net Income per Common Share Disclosure: Anti-dilutive shares from equity-based compensation awards (1) 23,566 18,673 3,444 (1) Equity-based compensation awards whose impact is considered to be anti-dilutive under the treasury stock method were excluded from the diluted net income per common share calculation. (2) Based on a conversion rate of 0.4394 shares of common stock per weighted $1,000 principal amount of Convertible Notes outstanding during all periods presented. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Contractual Obligations. The Company has obligations to make future payments for goods and services under certain contractual arrangements. These contractual obligations secure the future rights to various goods and services to be used in the normal course of the Company’s operations. In accordance with applicable accounting rules, the future rights and obligations pertaining to firm commitments, such as certain purchase obligations under contracts, are not reflected as assets or liabilities in the consolidated balance sheets. The following table summarizes the Company’s outstanding contractual obligations as of December 31, 2023 (including amounts associated with data processing services, high-speed data connectivity and fiber-related obligations) and the estimated effect and timing that such obligations are expected to have on the Company’s liquidity and cash flows in future periods (in thousands): Year Ending December 31, Programming Purchase Commitments (1) Lease Payments (2) Debt Payments (3) Other Purchase Obligations (4) Total 2024 $ 101,275 $ 4,875 $ 18,244 $ 53,441 $ 177,835 2025 46,467 3,827 18,244 16,300 84,838 2026 13,435 2,854 593,244 11,532 621,065 2027 — 2,008 18,244 1,273 21,525 2028 — 1,309 1,441,244 1,136 1,443,689 Thereafter — 3,357 1,586,128 3,920 1,593,405 Total $ 161,177 $ 18,230 $ 3,675,348 $ 87,602 $ 3,942,357 (1) Programming purchase commitments represent contracts that the Company has with cable television networks and broadcast stations to provide programming services to subscribers. The amounts reported represent estimates of the future programming costs for these purchase commitments based on estimated subscriber numbers, tier placements as of December 31, 2023 and the per-subscriber rates contained in the contracts. Actual amounts due under such contracts may differ from the amounts above based on the actual subscriber numbers and tier placements at the time. Programming purchases pursuant to non-binding commitments are not reflected in the amounts shown. (2) Lease payments include payment obligations related to the Company’s outstanding finance and operating lease arrangements as of December 31, 2023. (3) Debt payments include principal repayment obligations for the Company’s outstanding debt instruments as of December 31, 2023, including $338.0 million of current outstanding Revolving Credit Facility borrowings that mature in 2028 (although which may be repaid before then). (4) Other purchase obligations include purchase obligations related to capital projects and other legally binding commitments. Other purchase orders made in the ordinary course of business are excluded from the amounts shown but are included within accounts payable and accrued liabilities in the consolidated balance sheet. The Company incurs the following costs as part of its operations, however, they are not included within the contractual obligations table above for the reasons discussed below: • The Company rents space on utility poles in order to provide services to subscribers. Generally, pole rentals are cancellable on short notice. However, the Company anticipates that such rentals will recur. Rent expense for pole attachments was $15.0 million, $12.3 million and $11.5 million for 2023, 2022 and 2021, respectively. • Fees imposed on the Company by various governmental authorities, including franchise fees, are passed through on a monthly basis to the Company’s customers and are periodically remitted to authorities. These fees were $26.9 million, $31.2 million and $31.4 million for 2023, 2022 and 2021, respectively. As the Company acts as principal in these arrangements, these fees are reported in video and voice revenues on a gross basis with corresponding expenses included within operating expenses in the consolidated statements of operations and comprehensive income. • The Company has franchise agreements requiring plant construction and the provision of services to customers within the franchise areas. In connection with these obligations under existing franchise agreements, the Company obtains surety bonds or letters of credit guaranteeing performance to municipalities and public utilities and payment of insurance premiums. Such surety bonds and letters of credit totaled $29.8 million and $52.1 million as of December 31, 2023 and 2022, respectively. Payments under these arrangements are required only in the remote event of nonperformance. The Company does not expect that these contingent commitments will result in any amounts being paid. Litigation and Legal Matters . The Company is subject to complaints and administrative proceedings and has been a defendant in various civil lawsuits that have arisen in the ordinary course of its business. Such matters include contract disputes; actions alleging negligence, invasion of privacy, trademark, copyright and patent infringement, and violations of applicable wage and hour laws; statutory or common law claims involving current and former employees; and other matters. Although the outcomes of any legal claims and proceedings against the Company cannot be predicted with certainty, based on currently available information, the Company believes that there are no existing claims or proceedings that are likely to have a material adverse effect on its business, financial condition, results of operations or cash flows. Regulation in the Company’s Industry. The Company’s operations are extensively regulated by the FCC, some state governments and most local governments. The FCC has the authority to enforce its regulations through the imposition of substantial fines, the issuance of cease and desist orders and/or the imposition of other administrative sanctions, such as the revocation of FCC licenses needed to operate certain transmission facilities used in connection with cable operations. Future legislative and regulatory changes could adversely affect the Company’s operations. Equity Investments. The Company has certain obligations with respect to certain of its equity investments. Refer to note 6 for further information. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net income | $ 267,436 | $ 234,118 | $ 291,824 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“ GAAP ”) and the rules and regulations of the Securities and Exchange Commission. The Company’s results of operations for the years ended December 31, 2023, 2022 and 2021 may not be indicative of the Company’s future results. Certain reclassifications have been made to prior period amounts to conform to the current year presentation. |
Principles of Consolidation | Principles of Consolidation. The consolidated financial statements include the accounts of the Company, including its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Segment Reporting | Segment Reporting. Accounting Standards Codification (“ ASC ”) 280 - Segment Reporting requires the disclosure of factors used to identify an entity’s reportable segments. Based on the Company’s chief operating decision maker’s review and assessment of the Company’s operating performance for purposes of performance monitoring and resource allocation, the Company determined that its operations, including the decisions to allocate resources and deploy capital, are organized and managed on a consolidated basis. Accordingly, management has identified one operating segment, which is its reportable segment, under this organizational and reporting structure. |
Use of Estimates | Use of Estimates. The preparation of the consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported herein. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates and underlying assumptions. |
Revenue Recognition | Revenue Recognition. The Company recognizes revenue in accordance with ASC 606 - Revenue from Contracts with Customers . Residential revenues are generated through individual and bundled subscriptions for data, video and voice services. Such subscriptions are generally on month-to-month terms, and generally without penalty for cancellation. As bundled subscriptions are typically offered at discounted rates, the sales price is allocated amongst the respective product lines based on the relative selling price at which each service is sold under standalone service agreements. Business revenues are generated through individual and bundled subscriptions for data, video and voice services under contracts with terms ranging from one month to several years. The Company also generally receives an allocation of scheduled advertising time as part of its distribution agreements with cable and broadcast networks, which the Company sells to local, regional and national advertisers under contracts with terms that are typically less than one year. In instances where the available advertising time is sold directly by the Company’s internal sales force, the Company is acting as principal in these arrangements and the advertising that is sold is reported as revenue on a gross basis. In instances where advertising time is sold by contracted third-party agencies, the Company is not acting as principal and the advertising sold is therefore reported net of agency fees. Advertising revenues are recognized when the related advertisements are aired. The unit of accounting for revenue recognition is a performance obligation, which is a requirement to transfer a distinct good or service to a customer. Customers are billed for the services to which they subscribe based upon published or contracted rates, with the sales price being allocated to each performance obligation. For arrangements with multiple performance obligations, the sales price is allocated based on the relative standalone selling price for each subscribed service. Generally, performance obligations are satisfied, and revenue is recognized, over the period of time in which customers simultaneously receive and consume the Company’s defined performance obligations, which are delivered in a similar pattern of transfer. Advertising revenue is recognized at the point in time when the underlying performance obligation is complete. The Company also incurs certain incremental costs to acquire residential and business customers, such as commission costs and third-party costs to service specific customers. These costs are capitalized as contract assets and amortized over the applicable period. For commissions, the amortization period is the average customer tenure, which is approximately five years for both residential and business customers. All othe r costs are amortized over the requisite contract period. Fees imposed on the Company by various governmental authorities, including franchise fees, are passed through on a monthly basis to the Company’s customers and are periodically remitted to authorities. As the Company acts as principal, these fees are reported in video and voice revenues on a gross basis with corresponding expenses included within operating expenses in the consolidated statements of operations and comprehensive income. |
Concentrations of Credit Risk | Concentrations of Credit Risk. Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and accounts receivable. Concentration of credit risk with respect to the Company’s cash balance is limited. The Company maintains or invests its cash with highly qualified financial institutions. With respect to the Company’s receivables, credit risk is limited due to the large number of customers, individually small balances and short payment terms. |
Programming Costs | Programming Costs. The Company’s programming costs are fees paid to license the programming that is distributed to video customers and are recorded in the period the services are provided. Programming costs are recorded based on the Company’s contractual agreements with its programming vendors, which are generally multi-year agreements that provide for the Company to make payments to the programming vendors at agreed upon rates based on the number of subscribers to which the Company provides the programming service. From time to time, these agreements expire, and programming continues to be distributed to customers, while the parties negotiate new contractual terms. These scenarios are often pursuant to an extension, however, in the absence of an extension, the Company will continue to pay and record costs based on the use of estimates of the ultimate contractual terms expected to be negotiated or the prior contractual terms. Differences between actual amounts determined upon resolution of negotiations and amounts recorded during these interim periods are recorded in the period of resolution. |
Advertising Costs | Advertising Costs . The Company expenses advertising costs as incurred. The total amount of such advertising expense recorded was $51.7 million, $42.4 million and $40.1 million in 2023, 2022 and 2021, respectively. |
Cash Equivalents | Cash Equivalents . The Company considers all highly liquid investments with original maturities at purchase of three months or less to be cash equivalents. These investments are carried at cost plus accrued interest and dividends, which approximates market value. |
Allowance for Credit Losses | Allowance for Credit Losses. Accounts receivable is reduced by an allowance for amounts that may be uncollectible in the future. This estimated allowance is based primarily on the aging category, historical collection experience and management’s evaluation of the financial condition of the customer. The Company generally considers an account past due or delinquent when a customer misses a scheduled payment. The Company writes off accounts receivable balances deemed uncollectible against the allowance for credit losses generally when the account is turned over for collection to an outside collection agency. |
Fair Value Measurements | Fair Value Measurements. Fair value measurements are determined based on the assumptions that a market participant would use in pricing an asset or liability based on a three-tiered hierarchy that draws a distinction between market participant assumptions based on (i) observable inputs, such as quoted prices in active markets (level 1); (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (level 2); and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (level 3). Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. For assets and liabilities that are measured using quoted prices in active markets, the total fair value is the published market price per unit multiplied by the number of units held, without consideration of transaction costs. Assets and liabilities that are measured using significant other observable inputs are primarily valued by reference to quoted prices of similar assets or liabilities in active markets, adjusted for any terms specific to that asset or liability. Assets and liabilities that are measured using significant unobservable inputs are valued using various valuation techniques, including Monte Carlo simulations. The Company measures certain assets, including property, plant and equipment, intangible assets and goodwill, at fair value on a nonrecurring basis when they are deemed to be impaired. The fair value of these assets is determined with valuation techniques using the best information available and may include quoted market prices, market comparables and discounted cash flow models. The carrying amounts reported in the Company’s consolidated financial statements for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the short-term nature of these financial instruments. |
Equity Investments | Equity Investments. Equity investments that do not provide the Company the ability to exert significant influence over the operating or financial decisions of the investee are accounted for under the fair value measurement alternative. This method requires the initial fair value of the investment to be recorded as an asset within the consolidated balance sheet and any dividends received from the investee to be recorded as other income within the consolidated statement of operations and comprehensive income. If observable price changes for identical or similar investments in the same investee are identified, the recorded carrying value will be adjusted to its current estimated fair value, with the change recorded within other income or expense. Equity investments that do provide the Company with the ability to exert significant influence over the operating or financial decisions of the investee are accounted for under the equity method. The equity method requires the initial fair value of the investment to be recorded as an asset within the consolidated balance sheet. Based on its ownership percentage, the Company then recognizes its proportionate share of the investee’s net income (loss) each period within equity method investment income (loss) in the consolidated statement of operations and comprehensive income and a corresponding increase (decrease) to the investment’s carrying value within the consolidated balance sheet. As permitted by GAAP, the Company elected to recognize its proportionate share of such net income (loss) for each of its equity method investments on a one quarter lag because the investees' quarterly financial information is not prepared in time for the Company's financial reporting. Additionally, any dividends received from an equity method investee are accounted for as a reduction in the carrying value of the investment within the consolidated balance sheet. Dividends deemed to be a return on investment are classified as operating cash flows within the consolidated statements of cash flows, while dividends deemed to be a return of investment are classified as investing cash flows. Further, any material difference between the carrying value of an equity method investment and the Company’s underlying equity in the net assets of the investee attributable to depreciable property, plant and equipment and/or amortizable intangible assets will result in an adjustment to the amount of net income (loss) recognized by the Company each period. For each of the Company’s equity investments, the Company assesses each investment for indicators of impairment on a quarterly basis based primarily on the investee’s most recently available financial and operating information. If it is determined that the fair value of an investment has fallen below its carrying value, the carrying value is adjusted down to fair value and an impairment loss equal to the amount of the adjustment is recognized within the period’s consolidated statement of operations and comprehensive income. Upon the sale of an equity investment, the difference between the proceeds received and carrying value of the investment is recognized as a gain (loss) within other income (expense) in the consolidated statement of operations and comprehensive income. |
Property, Plant and Equipment | Property, Plant and Equipment. Property, plant and equipment is recorded at cost less accumulated depreciation and amortization. Costs for replacements and major improvements are capitalized while costs for maintenance and repairs are expensed as incurred. Depreciation and amortization are calculated using the straight-line method for all assets, with the exception of capitalized internal and external labor, which are depreciated using an accelerated method. The estimated useful life ranges for each category of property, plant and equipment are as follows (in years): Cable distribution systems (1) 5 – 25 Customer premise equipment 3 – 5 Other equipment and fixtures 3 – 10 Buildings and improvements 10 – 20 Capitalized software 3 – 7 Right-of-use (“ROU”) assets 1 – 5 (1) The weighted average useful life of cable distribution systems is approximately 12 years. The costs of leasehold improvements are amortized over the lesser of their useful lives or the remaining terms of the respective leases. Costs associated with the installation and upgrade of services and acquiring and deploying of customer premise equipment, including materials, internal and external labor costs and related indirect and overhead costs, are capitalized. Capitalized labor costs include the direct costs of engineers and technical personnel involved in the design and implementation of plant and infrastructure; the costs of technicians involved in the installation and upgrades of services and customer premise equipment; and the costs of support personnel directly involved in capitalizable activities, such as project managers and supervisors. These costs are capitalized based on internally developed standards by position, which are updated annually (or more frequently if required). These standards are developed utilizing a combination of actual costs incurred where applicable, operational data and management judgment. Overhead costs are capitalized based on standards developed from historical information. Indirect and overhead costs include payroll taxes; insurance and other benefits; and vehicle, tool and supply expense related to installation activities. Costs for repairs and maintenance, disconnecting service or reconnecting service are expensed as incurred. The Company capitalizes certain internal and external costs incurred to acquire or develop internal-use, on-premises and cloud-based software, including costs associated with coding, software configuration, upgrades and enhancements. |
Evaluation of Long-Lived Assets | Evaluation of Long-Lived Assets. The recoverability of property, plant and equipment and finite-lived intangible assets is assessed whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. A long-lived asset is considered to not be recoverable when the undiscounted estimated future cash flows are less than the asset’s recorded value. An impairment charge is measured based on estimated fair market value, determined primarily using estimated future cash flows on a discounted basis. Losses on long-lived assets to be disposed of are determined in a similar manner, but the fair market value is reduced for estimated disposal costs. |
Finite-Lived Intangible Assets | Finite-Lived Intangible Assets. Finite-lived intangible assets consist of customer relationships, trademarks and trade names and wireless licenses and are amortized using a straight-line or accelerated method over the respective estimated periods for which the assets will provide economic benefit to the Company. |
Indefinite-Lived Intangible Assets | Indefinite-Lived Intangible Assets. The Company’s intangible asset with an indefinite life is from franchise agreements that it has with state and local governments. Franchise agreements allow the Company to contract and operate its business within specified geographic areas. The Company expects its franchise agreements to provide substantial benefit for a period that extends beyond the foreseeable horizon, and the Company has historically been able to obtain renewals and extensions of such agreements without material modifications to the agreements for nominal costs. These costs are expensed as incurred. The Company has identified a single unit of accounting for its franchise agreements for use in impairment assessments based on the Company’s current operations and use of its assets. The Company assesses its indefinite-lived intangible asset for impairment as of October 1st of each year, or more frequently whenever events or substantive changes in circumstances indicate that the asset might be impaired. The Company evaluates the unit of accounting used to test for impairment periodically or whenever events or substantive changes in circumstances occur to ensure impairment testing is performed at an appropriate level. The impairment assessment may first consider qualitative factors to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount. A quantitative assessment is performed if the qualitative assessment results in a more-likely-than-not determination or if a qualitative assessment is not performed. When performing a quantitative assessment, the Company estimates the fair value of its franchise agreements primarily based on a multi-period excess earnings method (“MPEEM”) analysis which involves significant judgment. When analyzing the fair value indicated under the MPEEM approach, the Company also considers multiples of earnings before interest, taxes, depreciation and amortization (“ EBITDA ” and as adjusted, “Adjusted EBITDA”) generated by the underlying assets, current market transactions and profitability information. If the fair value of the indefinite-lived intangible asset was determined to be less than the carrying amount, the Company would recognize an impairment charge for the difference between the estimated fair value and the carrying value of the asset. |
Goodwill | Goodwill. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired in a business combination and represents the future economic benefits expected to arise from anticipated synergies and intangible assets acquired that do not qualify for separate recognition, including an assembled workforce, noncontractual relationships and other agreements. The Company assesses its goodwill for impairment as of October 1st of each year, or more frequently whenever events or substantive changes in circumstances indicate that the carrying amount of a reporting unit may exceed its fair value. The Company tests goodwill for impairment at the reporting unit level, for which it has identified a single goodwill reporting unit based on the chief operating decision maker’s performance monitoring and resource allocation process and the similarity of its geographic divisions. The assessment of recoverability may first consider qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. A quantitative assessment is performed if the qualitative assessment results in a more-likely-than-not determination or if a qualitative assessment is not performed. The quantitative assessment considers whether the carrying amount of a reporting unit exceeds its fair value. Any excess amount is recorded as an impairment charge in the current period (limited to the amount of goodwill recorded). |
Insurance | Insurance. The Company uses a combination of insurance and self-insurance for a number of risks, including claims related to employee medical and dental care, disability benefits, workers’ compensation, general liability, property damage and business interruption. Liabilities associated with these plans are estimated based on, among other things, the Company’s historical claims experience, severity factors and other actuarial assumptions. Accruals for expected loss are based on estimates, and, while the Company believes that the amounts accrued are adequate, the ultimate loss may differ from the amounts accrued. |
Equity-Based Compensation | Equity-Based Compensation. The Company measures compensation expense related to equity-based awards based on the grant date fair value of the awards. The Company recognizes the expense on a straight-line basis over the requisite service period, which is generally the vesting period of the award, with forfeitures recognized as incurred. |
Income Taxes | Income Taxes. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records deferred tax assets to the extent that it believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. This evaluation is made on an ongoing basis. In the event the Company were to determine that it was not able to realize all or a portion of its deferred tax assets in the future, the Company would record a valuation allowance, which would impact the provision for income taxes. The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The Company records a liability for the difference between the benefit recognized and measured for financial statement purposes and the tax position taken or expected to be taken on the tax return. Changes in the estimate are recorded in the period in which such determination is made. |
Asset Retirement Obligations | Asset Retirement Obligations. Certain of the Company’s franchise agreements and lease agreements contain provisions requiring the Company to restore facilities or remove property in the event that the franchise or lease agreement is not renewed. The Company expects to continually renew its franchise agreements and therefore cannot reasonably estimate any liabilities associated with such agreements. A remote possibility exists that franchise agreements could be terminated unexpectedly, which could result in the Company incurring significant expense in complying with restoration or removal provisions. Retirement obligations related to the Company’s lease agreements are de minimis. The Company does not have any significant liabilities related to asset retirement obligations recorded in the consolidated financial statements. |
Business Combination Purchase Price Allocation | Business Combination Purchase Price Allocation. The application of the acquisition method under ASC 805 - Business Combinations requires the Company to allocate the purchase price amongst the acquisition date fair values of identifiable assets acquired and liabilities assumed in a business combination. The Company determines fair values using the income approach, market approach and/or cost approach depending on the nature of the asset or liability being valued and the reliability of available information. The income approach estimates fair value by discounting associated lifetime expected future cash flows to their present value and relies on significant assumptions regarding future revenues, expenses, working capital levels and discount rates. The market approach estimates fair value by analyzing recent actual market transactions for similar assets or liabilities. The cost approach estimates fair value based on the expected cost to replace or reproduce the asset or liability and relies on assumptions regarding the occurrence and extent of any physical, functional and/or economic obsolescence. |
Recently Adopted Accounting Pronouncements and Recently Issued But Not Yet Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements. In March 2020, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) and other reference rates that are to be discontinued. The Company applied the updated guidance when it transitioned certain of its debt instruments and interest rate swaps from LIBOR to the Secured Overnight Financing Rate ("SOFR") during 2023. The adoption of ASU 2020-04 did not have a material impact on the Company's consolidated financial statements. Recently Issued But Not Yet Adopted Accounting Pronouncements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires additional disclosures around tax rate reconciliations, income taxes payments and other tax-related information. The ASU is effective for annual periods beginning after December 15, 2024 and can be applied on either a prospective or retrospective basis. The Company currently plans to adopt ASU 2023-09 in the first quarter of 2025 on a prospective basis and does not expect the updated guidance to have a material impact on its consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment | The estimated useful life ranges for each category of property, plant and equipment are as follows (in years): Cable distribution systems (1) 5 – 25 Customer premise equipment 3 – 5 Other equipment and fixtures 3 – 10 Buildings and improvements 10 – 20 Capitalized software 3 – 7 Right-of-use (“ROU”) assets 1 – 5 (1) The weighted average useful life of cable distribution systems is approximately 12 years. Property, plant and equipment consisted of the following (in thousands): As of December 31, 2023 2022 Cable distribution systems $ 2,491,903 $ 2,454,452 Customer premise equipment 380,820 339,132 Other equipment and fixtures 376,847 450,301 Buildings and improvements 140,063 138,467 Capitalized software 70,928 58,740 Construction in progress 188,774 230,644 Land 13,641 12,541 Right-of-use assets 10,789 11,323 Property, plant and equipment, gross 3,673,765 3,695,600 Less: Accumulated depreciation and amortization (1,882,645) (1,993,845) Property, plant and equipment, net $ 1,791,120 $ 1,701,755 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Acquired Identifiable Intangible Assets | Acquired identifiable intangible assets associated with the CableAmerica acquisition consisted of the following (dollars in thousands): Fair Value Useful Life (in years) Customer relationships $ 15,400 14.0 Trademark and trade name $ 500 3.0 Franchise agreements $ 49,600 Indefinite Acquired identifiable intangible assets associated with the Hargray Acquisition consist of the following (dollars in thousands): Fair Value Useful Life (in years) Customer relationships $ 472,000 13.7 Trademark and trade name $ 10,000 4.2 Franchise agreements $ 1,110,000 Indefinite |
Schedule of Allocation of Purchase Price Consideration | The following table summarizes the allocation of the Hargray purchase price consideration as of the acquisition date, reflecting all measurement period adjustments (in thousands): Purchase Price Allocation Assets Acquired Cash and cash equivalents $ 17,652 Accounts receivable 17,929 Income taxes receivable 720 Prepaid and other current assets 8,006 Property, plant and equipment 456,633 Intangible assets 1,592,000 Other noncurrent assets 7,576 Total Assets Acquired 2,100,516 Liabilities Assumed Accounts payable and accrued liabilities 38,227 Deferred revenue (short-term portion) 8,462 Deferred income taxes 441,377 Other noncurrent liabilities 9,886 Total Liabilities Assumed 497,952 Net assets acquired 1,602,564 Purchase price consideration (1) 2,117,110 Goodwill recognized $ 514,546 (1) Consists of approximately $2.0 billion of cash for the additional approximately 85% equity interest in Hargray that the Company did not already own and the $146.6 million May 3, 2021 fair value of the Company’s existing approximately 15% equity investment in Hargray. The Company recognized a $33.4 million non-cash gain within other income in the consolidated statement of operations and comprehensive income upon the acquisition in 2021, representing the difference between the existing equity investment’s fair value and $113.2 million carrying value. The fair value of the existing investment was calculated as approximately 15% of the fair value of Hargray’s total equity value (determined using the discounted cash flow method of the income approach, less debt), excluding the impact of any synergies or control premium that would be realized by a controlling interest. |
Schedule of Unaudited Pro Forma Combined Results of Operations Information | The following unaudited pro forma combined results of operations information has been prepared as if the Hargray Acquisition had occurred on January 1, 2021 (in thousands, except per share data): (Unaudited) Year Ended December 31, 2021 Revenues $ 1,708,734 Net income $ 230,685 Net income per common share: Basic $ 38.33 Diluted $ 36.51 The unaudited pro forma combined results of operations information reflects the following pro forma adjustments (dollars in thousands): (Unaudited) Year Ended December 31, 2021 Depreciation and amortization $ (6,152) Interest expense $ (2,804) Acquisition costs $ (15,403) Gain on step acquisition $ (33,400) Income tax provision $ 33,577 Weighted average common shares outstanding - diluted 71,219 |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenues by Product Line and Other Revenue | Revenues by product line and other revenue-related disclosures were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Residential: Data $ 979,296 $ 934,564 $ 835,725 Video 257,966 325,200 339,707 Voice 37,088 43,096 47,519 Business services 304,527 305,286 308,767 Other 99,204 97,897 74,118 Total revenues $ 1,678,081 $ 1,706,043 $ 1,605,836 Franchise and other regulatory fees $ 26,864 $ 31,226 $ 31,418 Deferred commission amortization $ 5,676 $ 5,092 $ 5,405 |
OPERATING ASSETS AND LIABILIT_2
OPERATING ASSETS AND LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following (in thousands): As of December 31, 2023 2022 Trade receivables $ 72,076 $ 48,958 Income taxes receivable — 1,668 Other receivables (1) 26,006 26,948 Less: Allowance for credit losses (4,109) (3,191) Total accounts receivable, net $ 93,973 $ 74,383 (1) Balances include amounts due from Clearwave Fiber for services provided under a transition services agreement of $3.7 million and $15.6 million as of December 31, 2023 and 2022, respectively. The 2023 balance also includes a $11.4 million receivable from the federal government under the Secure and Trusted Communications Networks Reimbursement Program. |
Schedule of Allowance for Doubtful Accounts | The changes in the allowance for credit losses were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Beginning balance $ 3,191 $ 2,541 $ 1,252 Additions - charged to costs and expenses 9,816 9,170 5,965 Deductions - write-offs (13,885) (13,998) (10,587) Recoveries collected 4,987 5,478 5,911 Ending balance $ 4,109 $ 3,191 $ 2,541 |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consisted of the following (in thousands): As of December 31, 2023 2022 Prepaid repairs and maintenance $ 2,596 $ 4,059 Software implementation costs 1,812 1,349 Prepaid insurance 3,507 3,506 Prepaid rent 2,227 2,125 Prepaid software 9,762 8,897 Deferred commissions 5,371 4,596 Interest rate swap asset 24,511 25,794 Prepaid income tax payments 5,470 — All other current assets 2,860 6,846 Total prepaid and other current assets $ 58,116 $ 57,172 |
Schedule of Other Noncurrent Assets | Other noncurrent assets consisted of the following (in thousands): As of December 31, 2023 2022 Operating lease right-of-use assets $ 10,650 $ 11,325 Deferred commissions 9,793 8,916 Software implementation costs 7,115 6,472 Debt issuance costs 3,087 1,904 Debt investment 2,228 2,102 Assets held for sale 889 914 Interest rate swap asset 24,453 40,289 All other noncurrent assets 4,934 2,755 Total other noncurrent assets $ 63,149 $ 74,677 |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following (in thousands): As of December 31, 2023 2022 Accounts payable $ 45,025 $ 39,554 Accrued programming costs 18,453 20,456 Accrued compensation and related benefits 20,149 26,515 Accrued sales and other operating taxes 14,518 14,541 Accrued franchise fees 2,952 3,902 Deposits 5,954 6,236 Operating lease liabilities 3,391 3,924 Accrued insurance costs 5,167 5,525 Cash overdrafts 12,058 9,445 Interest payable 6,340 5,801 Income taxes payable 2,579 13,006 All other accrued liabilities 20,059 15,613 Total accounts payable and accrued liabilities $ 156,645 $ 164,518 |
Schedule of Other Noncurrent Liabilities | Other noncurrent liabilities consisted of the following (in thousands): As of December 31, 2023 2022 Operating lease liabilities $ 6,768 $ 6,733 Accrued compensation and related benefits 8,847 8,973 Deferred revenue 15,066 8,070 MBI Net Option (as defined in note 6) (1) 136,360 164,350 All other noncurrent liabilities 2,515 4,224 Total other noncurrent liabilities $ 169,556 $ 192,350 (1) Represents the net value of the Company’s call and put options associated with the remaining equity interests in MBI (as defined in note 6), consisting of liabilities of $15.2 million and $121.2 million, respectively, as of December 31, 2023 and liabilities of $6.5 million and $157.9 million, respectively, as of December 31, 2022. Refer to notes 6 and 13 for further information on the MBI Net Option (as defined in note 6). |
EQUITY INVESTMENTS (Tables)
EQUITY INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
Schedule of Carrying Value of the Company's Equity Investments | The carrying value of the Company's equity investments consisted of the following (dollars in thousands): December 31, 2023 December 31, 2022 Ownership Percentage Carrying Value Ownership Percentage Carrying Value Cost Method Investments MetroNet <10% $ 7,000 <10% $ 7,000 Nextlink <20% 77,245 <20% 77,245 Point Broadband <10% 42,623 <10% 30,373 Tristar — — <10% 23,413 Visionary <10% 8,822 <10% 7,190 Ziply <10% 50,000 <10% 22,222 Others <10% 13,926 <10% 13,624 Total cost method investments $ 199,616 $ 181,067 Equity Method Investments Clearwave Fiber ~58% $ 359,876 ~58% $ 409,514 MBI (1) 45.0% 565,955 45.0% 571,075 Wisper — — 40.4% 33,565 Total equity method investments $ 925,831 $ 1,014,154 Total equity investments $ 1,125,447 $ 1,195,221 (1) The Company holds a call option to purchase all but not less than all of the remaining equity interests in Mega Broadband Investments Holdings LLC, a data, video and voice services provider (“MBI”), that the Company does not already own between January 1, 2023 and June 30, 2024. Certain investors in MBI hold a put option to sell (and to cause all members of MBI other than the Company to sell) to the Company all but not less than all of the remaining equity interests in MBI that the Company does not already own between July 1, 2025 and September 30, 2025. The call and put options (collectively referred to as the "MBI Net Option") are measured at fair value using Monte Carlo simulations that rely on assumptions around MBI’s equity value, MBI’s and the Company’s equity volatility, MBI’s and the Company’s EBITDA volatility, risk adjusted discount rates and the Company’s cost of debt, among others. The final MBI purchase price allocation resulted in $630.7 million being allocated to the MBI equity investment and $19.7 million and $75.5 million being allocated to the call and put options, respectively. The MBI Net Option is remeasured at fair value on a quarterly basis. The carrying value of the MBI Net Option liability was $136.4 million and $164.4 million as of December 31, 2023 and December 31, 2022, respectively, and was included within other noncurrent liabilities in the consolidated balance sheets. Refer to note 13 for further information on the MBI Net Option. |
Schedule of Equity Method Investments | Equity method investment income (losses), which increase (decrease) the carrying value of the respective investment, and which are recorded on a one quarter lag, along with certain other operating information, were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Equity Method Investment Income (Loss) Clearwave Fiber $ (49,638) $ (30,486) $ — MBI (1) (5,120) 13,361 (4,258) Wisper 502 2,212 4,726 Total $ (54,256) $ (14,913) $ 468 Other Income (Expense), Net Mark-to-market adjustments (2) $ 13,082 $ 330 $ 2,283 Gain (loss) on sale of equity investments, net $ (1,558) $ — $ — MBI Net Option change in fair value $ 27,990 $ (40,730) $ (50,310) (1) The Company identified a $186.6 million difference between the fair values of certain of MBI’s finite-lived intangible assets and the respective carrying values recorded by MBI, of which $84.0 million was attributable to the Company’s 45% pro rata portion. The Company is amortizing its share on an accelerated basis over the lives of the respective assets. The Company recognized $5.7 million, $26.9 million and $10.3 million of its pro rata share of MBI’s net income and $10.8 million, $13.5 million and $14.5 million of its pro rata share of basis difference amortization during 2023, 2022 and 2021, respectively. (2) Amount for 2023 includes a $12.3 million non-cash mark-to-market gain on the Company's investment in Point Broadband as a result of an observable market transaction in Point Broadband’s equity. The following tables present summarized financial information for our equity method investments (in thousands): As of December 31, 2023 (1) 2022 Current assets $ 40,592 $ 115,476 Noncurrent assets 1,796,600 1,772,135 Total assets $ 1,837,192 $ 1,887,611 Current liabilities $ 86,241 $ 101,763 Noncurrent liabilities 952,395 859,727 Total liabilities $ 1,038,636 $ 961,490 (1) Balances as of December 31, 2023 do not include Wisper, as the Wisper Redemption occurred in July 2023. Year Ended December 31, 2023 (1) 2022 2021 Revenues $ 403,438 $ 383,435 $ 287,355 Total costs and expenses $ 383,294 $ 342,752 $ 227,656 Income from operations $ 20,144 $ 40,683 $ 59,699 Net income (loss) $ (71,872) $ 12,732 $ 34,576 (1) Amounts for the year ended December 31, 2023 only include Wisper for the period prior to the July 2023 Wisper Redemption. |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | The estimated useful life ranges for each category of property, plant and equipment are as follows (in years): Cable distribution systems (1) 5 – 25 Customer premise equipment 3 – 5 Other equipment and fixtures 3 – 10 Buildings and improvements 10 – 20 Capitalized software 3 – 7 Right-of-use (“ROU”) assets 1 – 5 (1) The weighted average useful life of cable distribution systems is approximately 12 years. Property, plant and equipment consisted of the following (in thousands): As of December 31, 2023 2022 Cable distribution systems $ 2,491,903 $ 2,454,452 Customer premise equipment 380,820 339,132 Other equipment and fixtures 376,847 450,301 Buildings and improvements 140,063 138,467 Capitalized software 70,928 58,740 Construction in progress 188,774 230,644 Land 13,641 12,541 Right-of-use assets 10,789 11,323 Property, plant and equipment, gross 3,673,765 3,695,600 Less: Accumulated depreciation and amortization (1,882,645) (1,993,845) Property, plant and equipment, net $ 1,791,120 $ 1,701,755 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The change in carrying value of goodwill during 2022 was due to the following (in thousands): Goodwill Balance at December 31, 2021 $ 967,913 Clearwave Fiber contribution (39,942) Hargray measurement period adjustments 2,739 Other divestitures (1,762) Balance at December 31, 2022 $ 928,947 |
Schedule of Intangible Assets and Goodwill | Intangible assets consisted of the following (dollars in thousands): December 31, 2023 December 31, 2022 Useful Life Gross Accumulated Net Gross Accumulated Net Finite-Lived Intangible Assets Customer relationships 13.5 – 17 $ 784,381 $ 295,817 $ 488,564 784,381 225,445 558,936 Trademarks and trade names 2.7 – 4.2 11,846 8,782 3,064 11,846 6,675 5,171 Wireless licenses 10 – 15 4,169 451 3,718 1,418 286 1,132 Total finite-lived intangible assets $ 800,396 $ 305,050 $ 495,346 $ 797,645 $ 232,406 $ 565,239 Indefinite-Lived Intangible Assets Franchise agreements $ 2,100,546 $ 2,100,546 Trademark and trade names — 800 Total indefinite-lived intangible assets $ 2,100,546 $ 2,101,346 Total intangible assets, net $ 2,595,892 $ 2,666,585 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The future amortization of existing finite-lived intangible assets as of December 31, 2023 was as follows (in thousands): Year Ending December 31, Amount 2024 $ 66,103 2025 61,115 2026 55,601 2027 51,720 2028 48,121 Thereafter 212,686 Total $ 495,346 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of ROU Assets and Lease Liabilities | The Company’s ROU assets and lease liabilities consisted of the following (in thousands): As of December 31, 2023 2022 ROU Assets Property, plant and equipment, net: Finance leases $ 6,909 $ 8,054 Other noncurrent assets: Operating leases $ 10,650 $ 11,325 Lease Liabilities Accounts payable and accrued liabilities: Operating leases $ 3,391 $ 3,924 Current portion of long-term debt: Finance leases $ 779 $ 923 Long-term debt: Finance leases $ 4,381 $ 3,921 Other noncurrent liabilities: Operating leases $ 6,768 $ 6,733 Total: Finance leases $ 5,160 $ 4,844 Operating leases $ 10,159 $ 10,657 |
Schedule of Components of the Company’s Lease Expense | The components of the Company’s lease expense were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Finance lease expense: Amortization of right-of-use assets $ 1,138 $ 987 $ 945 Interest on lease liabilities 347 335 369 Operating lease expense 4,989 5,318 6,362 Short-term lease expense 544 — — Variable lease expense 23 4 — Total lease expense $ 7,041 $ 6,644 $ 7,676 |
Schedule of Supplemental Lessee Financial Information | Supplemental lessee financial information is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Finance leases - financing cash flows $ 1,077 $ 859 $ 770 Finance leases - operating cash flows $ 347 $ 335 $ 369 Operating leases - operating cash flows $ 4,807 $ 5,180 $ 6,190 Right-of-use assets obtained in exchange for lease liabilities: Finance leases (1) $ (8) $ 82 $ 1,089 Operating leases (2) $ 4,244 $ 4,054 $ 7,700 (1) The amount for 2023 includes a $2.3 million reversal as a result of the remeasurement of an ROU asset due to a change in estimated remaining renewal periods. (2) The amount for 2021 include s $4.3 million of ROU assets acquired in the Hargray Acquisition. As of December 31, 2023 2022 Weighted average remaining lease term: Finance leases (in years) 8.7 10.1 Operating leases (in years) 3.7 3.8 Weighted average discount rate: Finance leases 7.23 % 6.04 % Operating leases 4.86 % 3.59 % |
Schedule of Operating and Finance Lease Liability Maturity | As of December 31, 2023, the future maturities of existing lease liabilities were as follows (in thousands): Year Ending December 31, Finance Operating 2024 $ 1,100 $ 3,775 2025 978 2,849 2026 857 1,997 2027 617 1,391 2028 551 758 Thereafter 3,018 339 Total 7,121 11,109 Less: Present value discount (1,961) (950) Lease liability $ 5,160 $ 10,159 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | The carrying amount of long-term debt consisted of the following (in thousands): As of December 31, 2023 2022 Senior Credit Facilities (as defined below) $ 2,105,348 $ 2,273,904 Senior Notes (as defined below) 650,000 650,000 Convertible Notes (as defined below) 920,000 920,000 Finance lease liabilities 5,160 4,844 Total debt 3,680,508 3,848,748 Less: Unamortized debt discount (12,025) (16,313) Less: Unamortized debt issuance costs (22,532) (23,913) Less: Current portion of long-term debt (19,023) (55,931) Total long-term debt $ 3,626,928 $ 3,752,591 |
Schedule of Term Loans | A summary of the Company’s outstanding term loans under the Senior Credit Facilities as of December 31, 2023 is as follows (dollars in thousands): Instrument Draw Date(s) Original Principal Amortization Per Annum (1) Outstanding Principal Final Scheduled Maturity Date Final Scheduled Principal Payment Benchmark Rate Fixed Margin Interest Rate Term Loan B-2 1/7/2019 $ 250,000 1.0% $ 238,125 10/30/2029 (2) $ 223,750 SOFR + 10.0 bps 2.25% 7.71% Term Loan B-3 6/14/2019 10/30/2020 2/22/2023 325,000 300,000 150,000 1.0% 749,223 10/30/2029 (2) 704,695 SOFR + 10.0 bps 2.25% 7.71% Term Loan B-4 5/3/2021 800,000 1.0% 780,000 5/3/2028 746,000 SOFR + 11.4 bps 2.00% 7.47% Total $ 1,825,000 $ 1,767,348 $ 1,674,445 (1) Payable in equal quarterly installments (expressed as a percentage of the original principal amount and subject to customary adjustments in the event of any prepayment). All loans may be prepaid at any time without penalty or premium (subject to customary SOFR breakage provisions). (2) The final maturity date of the Term Loan B-2 and the Term Loan B-3, in each case, will adjust to May 3, 2028 if greater than $150.0 million aggregate principal amount of the Term Loan B-4 (together with any refinancing indebtedness in respect of the Term Loan B-4 with a final maturity date prior to the date that is 91 days after October 30, 2029) remains outstanding on May 3, 2028. |
Schedule of Convertible Debt | The carrying amounts of the Convertible Notes consisted of the following (in thousands): December 31, 2023 December 31, 2022 2026 Notes 2028 Notes Total 2026 Notes 2028 Notes Total Gross carrying amount $ 575,000 $ 345,000 $ 920,000 $ 575,000 $ 345,000 $ 920,000 Less: Unamortized discount (6,610) (5,415) (12,025) (9,610) (6,703) (16,313) Less: Unamortized debt issuance costs (180) (153) (333) (262) (189) (451) Net carrying amount $ 568,210 $ 339,432 $ 907,642 $ 565,128 $ 338,108 $ 903,236 Interest expense on the Convertible Notes consisted of the following (dollars in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 2026 Notes 2028 Notes Total 2026 Notes 2028 Notes Total Contractual interest expense $ — $ 3,881 $ 3,881 $ — $ 3,881 $ 3,881 Amortization of discount 3,000 1,288 4,288 3,001 1,288 4,289 Amortization of debt issuance costs 82 36 118 82 36 118 Total interest expense $ 3,082 $ 5,205 $ 8,287 $ 3,083 $ 5,205 $ 8,288 Effective interest rate 0.5 % 1.5 % 0.5 % 1.5 % |
Schedule of Unamortized Debt Issuance Costs | Unamortized debt issuance costs consisted of the following (in thousands): As of December 31, 2023 2022 Revolving Credit Facility portion: Other noncurrent assets $ 3,087 $ 1,904 Term loans and Notes portion: Long-term debt (contra account) 22,532 23,913 Total $ 25,619 $ 25,817 |
Schedule of Maturities of Long-Term Debt | The future maturities of outstanding borrowings as of December 31, 2023 were as follows (in thousands): Year Ending December 31, Amount 2024 $ 18,244 2025 18,244 2026 593,244 2027 18,244 2028 1,441,244 Thereafter 1,586,128 Total $ 3,675,348 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision (Benefit) | The income tax provision (benefit) consisted of the following (in thousands): Current Deferred Total Year Ended December 31, 2023 U.S. federal $ 63,893 $ 4,888 $ 68,781 State and local 14,333 6,590 20,923 Total $ 78,226 $ 11,478 $ 89,704 Year Ended December 31, 2022 U.S. federal $ 45,982 $ 35,086 $ 81,068 State and local 12,994 32,270 45,264 Total $ 58,976 $ 67,356 $ 126,332 Year Ended December 31, 2021 U.S. federal $ 11,010 $ 36,514 $ 47,524 State and local 5,296 (7,055) (1,759) Total $ 16,306 $ 29,459 $ 45,765 |
Schedule of Effective Income Tax Rate Reconciliation | The income tax provision is different than the amount of income tax calculated by applying the U.S. federal statutory rate of 21.0% to income before income taxes as a result of the following items (in thousands): Year Ended December 31, 2023 2022 2021 U.S. federal taxes at statutory rate $ 86,363 $ 78,826 $ 70,902 State and local taxes, net of U.S. federal tax 10,357 10,813 (1,389) Reversal of deferred tax liability on minority interest — — (29,138) Investment in Clearwave Fiber — 5,829 — State rate change 6,746 22,920 — Equity-based compensation 2,297 (943) (5,651) Valuation allowance (6,720) 9,678 10,111 Section 162(m) limitation 1,985 2,480 2,205 Equity method investments (11,394) (3,132) 98 Other items 70 (139) (1,373) Income tax provision $ 89,704 $ 126,332 $ 45,765 |
Schedule of Deferred Tax Assets and Liabilities | The net deferred income tax liability consisted of the following (in thousands): As of December 31, 2023 2022 Other benefit obligations $ 2,538 $ 2,659 Equity-based compensation 7,366 6,565 Net operating losses 5,145 5,666 Accrued bonus 2,152 3,909 Reserves 2,939 2,478 Lease liabilities 2,528 2,620 Capitalized research and development expenditures 6,451 2,665 State tax credit 4,066 3,353 Unrealized capital losses 19,340 26,212 Section 163(j) interest limitation 10,352 — Other items 6,782 2,961 Deferred tax assets, gross 69,659 59,088 Less: Valuation allowance (19,340) (26,212) Deferred tax assets, net 50,319 32,876 Property, plant and equipment 322,155 301,975 Goodwill and other intangible assets 554,098 549,605 Investments in subsidiaries and partnerships 126,867 122,650 ROU assets 3,881 4,405 Prepaid expenses 5,098 4,828 Interest rate swap 11,755 15,948 Other items 932 286 Deferred tax liabilities 1,024,786 999,697 Net deferred income tax liability $ 974,467 $ 966,821 |
INTEREST RATE SWAPS (Tables)
INTEREST RATE SWAPS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Derivative Instruments | A summary of the significant terms of the Company’s interest rate swap agreements is as follows (dollars in thousands): Entry Date Effective Date Maturity Date (1) Notional Amount Settlement Type Settlement Frequency Fixed Base Rate Swap A (2) 3/7/2019 3/11/2019 3/11/2029 $ 850,000 Receive one-month SOFR, pay fixed Monthly 2.595% Swap B (3) 3/6/2019 6/15/2020 2/28/2029 350,000 Receive one-month SOFR, pay fixed Monthly 2.691% Total $ 1,200,000 (1) Each swap may be terminated prior to the scheduled maturity at the election of the Company or the financial institution counterparty under the terms provided in each swap agreement. (2) Swap A was amended effective February 28, 2023 to transition the reference rate from LIBOR to SOFR, resulting in the fixed base rate changing from 2.653% to 2.595%. (3) Swap B was amended effective March 1, 2023 to transition the reference rate from LIBOR to SOFR, resulting in the fixed base rate changing from 2.739% to 2.691%. |
Schedule of Cash Flow Hedging Instruments, Statements of Financial Performance and Financial Position, Location | The combined fair values of the Company’s interest rate swaps are reflected within the consolidated balance sheets as follows (in thousands): As of December 31, 2023 2022 Assets: Current portion: Prepaid and other current assets $ 24,511 $ 25,794 Noncurrent portion: Other noncurrent assets 24,453 40,289 Total interest rate swap asset $ 48,964 $ 66,083 Stockholders’ Equity: Accumulated other comprehensive income (loss) $ 36,936 $ 50,221 The combined effect of the Company’s interest rate swaps on the consolidated statements of operations and comprehensive income was as follows (in thousands): Year Ended December 31, 2023 2022 2021 Interest (contra-expense) expense $ (28,996) $ 11,946 $ 31,311 Unrealized gain (loss) on cash flow hedges, gross $ (17,118) $ 174,371 $ 77,716 Less: Tax effect 3,832 (42,277) (19,499) Unrealized gain (loss) on cash flow hedges, net of tax $ (13,286) $ 132,094 $ 58,217 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements, Recurring and Nonrecurring | The carrying amounts, fair values and related fair value hierarchy levels of the Company’s financial assets and liabilities as of December 31, 2023 were as follows (dollars in thousands): December 31, 2023 Carrying Amount Fair Value Fair Value Hierarchy Assets: Cash and cash equivalents: Money market investments $ 108,402 $ 108,402 Level 1 Other noncurrent assets (including current portion): Interest rate swap asset $ 48,964 $ 48,964 Level 2 Liabilities: Long-term debt (including current portion): Term loans $ 1,767,348 $ 1,762,930 Level 2 Revolver Credit Facility $ 338,000 $ 335,465 Level 2 Senior Notes $ 650,000 $ 529,750 Level 2 Convertible Notes $ 920,000 $ 755,550 Level 2 Other noncurrent liabilities: MBI Net Option $ 136,360 $ 136,360 Level 3 |
Schedule of Assumptions Used to Determine the Fair Value of the MBI Net Option | The assumptions used to determine the fair value of the MBI Net Option consisted of the following: December 31, 2023 December 31, 2022 Cable One MBI Cable One MBI Equity volatility 40.0 % 30.0 % 34.0 % 31.0 % EBITDA volatility 10.0 % 10.0 % 10.0 % 10.0 % EBITDA risk-adjusted discount rate 7.5 % 8.5 % 7.5 % 8.5 % Cost of debt 8.5 % 7.5 % |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-Based Payment Arrangement, Expensed and Capitalized, Amount | The Company’s equity-based compensation expense, included within selling, general and administrative expenses in the consolidated statements of operations and comprehensive income, was as follows (in thousands): Year Ended December 31, 2023 2022 2021 Restricted Stock $ 27,885 $ 19,987 $ 17,014 SARs 1,535 2,527 3,040 Total $ 29,420 $ 22,514 $ 20,054 |
Schedule of Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | A summary of Restricted Stock activity is as follows: Restricted Stock Weighted Average Grant Date Fair Value Per Share Outstanding as of December 31, 2020 34,944 $ 1,037.83 Granted 12,525 $ 2,144.03 Forfeited (1,468) $ 1,414.01 Vested and issued (11,975) $ 872.38 Outstanding as of December 31, 2021 34,026 $ 1,487.02 Granted 19,109 $ 1,678.06 Forfeited (2,008) $ 1,874.06 Vested and issued (8,660) $ 1,206.02 Outstanding as of December 31, 2022 42,467 $ 1,611.99 Granted 70,949 $ 740.39 Forfeited (1) (7,854) $ 1,609.26 Vested and issued (14,130) $ 1,505.58 Outstanding as of December 31, 2023 91,432 $ 952.33 Vested and deferred as of December 31, 2023 5,769 $ 862.43 (1) Includes 4,093 shares forfeited upon the final achievement determination in 2023 for certain performance-based restricted stock awards. |
Schedule of Share-Based Payment Award, Restricted Stock Units, Valuation Assumptions | The significant inputs and resulting weighted average grant date fair value for market-based award grants were as follows: 2023 Risk-free interest rate 4.1 % Expected volatility 39.1 % Simulation term (in years) 2.99 Weighted average grant date fair value $ 774.30 |
Schedule of Share-Based Payment Arrangement, Stock Appreciation Right, Activity | A summary of SAR activity is as follows: Stock Appreciation Rights Weighted Average Exercise Price Weighted Average Grant Date Aggregate Intrinsic Value Weighted Average Remaining Contractual Term (in years) Outstanding as of December 31, 2020 58,365 $ 866.54 $ 204.29 $ 79,446 7.3 Granted 5,500 $ 1,970.24 $ 530.05 $ — 9.5 Exercised (16,524) $ 658.98 $ 148.76 $ 21,298 — Forfeited (1,601) $ 834.92 $ 201.50 Outstanding as of December 31, 2021 45,740 $ 1,075.34 $ 263.62 $ 32,897 7.1 Granted — $ — $ — $ — — Exercised (2,500) $ 707.16 $ 164.67 $ 1,504 — Forfeited (1,750) $ 1,492.73 $ 375.76 Expired (375) $ 1,851.23 $ 469.52 Outstanding as of December 31, 2022 41,115 $ 1,072.88 $ 262.99 $ 591 6.1 Granted — $ — $ — $ — — Exercised (374) $ 707.17 $ 169.54 $ 5 — Forfeited (375) $ 1,274.05 $ 280.58 Expired (4,875) $ 936.78 $ 219.98 Outstanding as of December 31, 2023 35,491 $ 1,093.30 $ 269.69 $ — 5.1 Exercisable as of December 31, 2023 31,116 $ 985.83 $ 239.18 $ — 4.8 |
Schedule of Share-based Payment Award, Other than Options, Valuation Assumptions | The weighted average inputs used in the model for grants awarded during 2021 were as follows (no SARs were granted during 2023 or 2022): 2021 Expected volatility 27.44 % Risk-free interest rate 0.96 % Expected term (in years) 6.25 Expected dividend yield 0.53 % |
OTHER INCOME AND EXPENSE (Table
OTHER INCOME AND EXPENSE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Nonoperating Income (Expense) | Other income (expense) consisted of the following (in thousands): Year Ended December 31, 2023 2022 2021 Gain on Hargray step acquisition $ — $ — $ 33,406 MBI Net Option fair value adjustment 27,990 (40,730) (50,310) Write-off of debt issuance costs (3,340) — (2,131) Interest and investment income 18,569 13,670 11,580 Gain (loss) on sale of equity investments, net (1,558) — — Mark-to-market adjustments and other (1) 12,979 1,147 1,453 Other income (expense), net $ 54,640 $ (25,913) $ (6,002) (1) Amount for 2023 includes a $12.3 million non-cash mark-to-market gain on the Company's investment in Point Broadband as a result of an observable market transaction in Point Broadband’s equity. |
NET INCOME PER COMMON SHARE (Ta
NET INCOME PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The computation of basic and diluted net income per common share was as follows (dollars in thousands, except per share amounts): Year Ended December 31, 2023 2022 2021 Numerator: Net income - basic $ 267,436 $ 234,118 $ 291,824 Add: Convertible Notes interest expense, net of tax 6,215 6,216 5,136 Net income - diluted $ 273,651 $ 240,334 $ 296,960 Denominator: Weighted average common shares outstanding - basic 5,648,934 5,892,077 6,017,778 Effect of dilutive equity-based compensation awards (1) 9,149 17,823 36,547 Effect of dilution from if-converted Convertible Notes (2) 404,248 404,248 333,029 Weighted average common shares outstanding - diluted 6,062,331 6,314,148 6,387,354 Net Income per Common Share: Basic $ 47.34 $ 39.73 $ 48.49 Diluted $ 45.14 $ 38.06 $ 46.49 Supplemental Net Income per Common Share Disclosure: Anti-dilutive shares from equity-based compensation awards (1) 23,566 18,673 3,444 (1) Equity-based compensation awards whose impact is considered to be anti-dilutive under the treasury stock method were excluded from the diluted net income per common share calculation. (2) Based on a conversion rate of 0.4394 shares of common stock per weighted $1,000 principal amount of Convertible Notes outstanding during all periods presented. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Outstanding Contractual Obligations | The following table summarizes the Company’s outstanding contractual obligations as of December 31, 2023 (including amounts associated with data processing services, high-speed data connectivity and fiber-related obligations) and the estimated effect and timing that such obligations are expected to have on the Company’s liquidity and cash flows in future periods (in thousands): Year Ending December 31, Programming Purchase Commitments (1) Lease Payments (2) Debt Payments (3) Other Purchase Obligations (4) Total 2024 $ 101,275 $ 4,875 $ 18,244 $ 53,441 $ 177,835 2025 46,467 3,827 18,244 16,300 84,838 2026 13,435 2,854 593,244 11,532 621,065 2027 — 2,008 18,244 1,273 21,525 2028 — 1,309 1,441,244 1,136 1,443,689 Thereafter — 3,357 1,586,128 3,920 1,593,405 Total $ 161,177 $ 18,230 $ 3,675,348 $ 87,602 $ 3,942,357 (1) Programming purchase commitments represent contracts that the Company has with cable television networks and broadcast stations to provide programming services to subscribers. The amounts reported represent estimates of the future programming costs for these purchase commitments based on estimated subscriber numbers, tier placements as of December 31, 2023 and the per-subscriber rates contained in the contracts. Actual amounts due under such contracts may differ from the amounts above based on the actual subscriber numbers and tier placements at the time. Programming purchases pursuant to non-binding commitments are not reflected in the amounts shown. (2) Lease payments include payment obligations related to the Company’s outstanding finance and operating lease arrangements as of December 31, 2023. (3) Debt payments include principal repayment obligations for the Company’s outstanding debt instruments as of December 31, 2023, including $338.0 million of current outstanding Revolving Credit Facility borrowings that mature in 2028 (although which may be repaid before then). (4) Other purchase obligations include purchase obligations related to capital projects and other legally binding commitments. Other purchase orders made in the ordinary course of business are excluded from the amounts shown but are included within accounts payable and accrued liabilities in the consolidated balance sheet. |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) customer in Thousands, $ in Millions | 3 Months Ended | |||||
Dec. 30, 2021 USD ($) | May 03, 2021 USD ($) | Dec. 31, 2021 | Dec. 31, 2023 state customer | Jan. 01, 2022 USD ($) | Dec. 31, 2020 | |
Number of states in which entity operates | state | 24 | |||||
Number of customers | 1,100 | |||||
Clearwave Fiber | ||||||
Percentage of revenue (in percent) | 3% | |||||
Equity method investment, ownership percentage (in percent) | 58% | |||||
Equity method investments, fair value | $ | $ 440 | |||||
Hargray | ||||||
Equity interest (in percent) | 85% | 15% | ||||
Payments to acquire businesses, gross | $ | $ 2,000 | |||||
Cable America Missouri, LLC | ||||||
Payments to acquire businesses, gross | $ | $ 113.1 | |||||
Data | ||||||
Number of customers | 1,059 | |||||
Video | ||||||
Number of customers | 142 | |||||
Voice | ||||||
Number of customers | 119 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Accounting Policies [Abstract] | |||
Number of operating segments | segment | 1 | ||
Advertising costs | $ | $ 51.7 | $ 42.4 | $ 40.1 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Property, Plant and Equipment (Details) | Dec. 31, 2023 |
Cable distribution systems | Minimum | |
Estimated useful life (in years) | 5 years |
Cable distribution systems | Maximum | |
Estimated useful life (in years) | 25 years |
Cable distribution systems | Weighted Average | |
Estimated useful life (in years) | 12 years |
Customer premise equipment | Minimum | |
Estimated useful life (in years) | 3 years |
Customer premise equipment | Maximum | |
Estimated useful life (in years) | 5 years |
Other equipment and fixtures | Minimum | |
Estimated useful life (in years) | 3 years |
Other equipment and fixtures | Maximum | |
Estimated useful life (in years) | 10 years |
Buildings and improvements | Minimum | |
Estimated useful life (in years) | 10 years |
Buildings and improvements | Maximum | |
Estimated useful life (in years) | 20 years |
Capitalized software | Minimum | |
Estimated useful life (in years) | 3 years |
Capitalized software | Maximum | |
Estimated useful life (in years) | 7 years |
Right-of-use (“ROU”) assets | Minimum | |
Estimated useful life (in years) | 1 year |
Right-of-use (“ROU”) assets | Maximum | |
Estimated useful life (in years) | 5 years |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - USD ($) $ in Millions | Dec. 30, 2021 | May 03, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||||
Acquisition related costs | $ 1.3 | $ 3.2 | $ 10.8 | |||
Cable America Missouri, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire businesses, gross | $ 113.1 | |||||
Useful Life (in years) | 13 years 8 months 12 days | |||||
Goodwill | $ 25.6 | |||||
Hargray | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire businesses, gross | $ 2,000 | |||||
Useful Life (in years) | 13 years 6 months | |||||
Goodwill | $ 514.5 | |||||
Equity interest (in percent) | 85% | 15% | ||||
Total enterprise value | $ 2,200 |
ACQUISITIONS - Schedule of Acqu
ACQUISITIONS - Schedule of Acquired Identifiable Intangible Assets (Details) - USD ($) $ in Millions | Dec. 30, 2021 | May 03, 2021 |
Cable America Missouri, LLC | ||
Business Acquisition [Line Items] | ||
Useful Life (in years) | 13 years 8 months 12 days | |
Cable America Missouri, LLC | Franchise agreements | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 49.6 | |
Cable America Missouri, LLC | Customer relationships | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 15.4 | |
Useful Life (in years) | 14 years | |
Cable America Missouri, LLC | Trademark and trade name | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 0.5 | |
Useful Life (in years) | 3 years | |
Hargray | ||
Business Acquisition [Line Items] | ||
Useful Life (in years) | 13 years 6 months | |
Hargray | Franchise agreements | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 1,110 | |
Hargray | Customer relationships | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 472 | |
Useful Life (in years) | 13 years 8 months 12 days | |
Hargray | Trademark and trade name | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 10 | |
Useful Life (in years) | 4 years 2 months 12 days |
ACQUISITIONS - Allocation of Pu
ACQUISITIONS - Allocation of Purchase Price Consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
May 03, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Liabilities Assumed | |||||
Goodwill | $ 928,947 | $ 928,947 | $ 967,913 | ||
Non-cash gain | 0 | 0 | 33,406 | ||
Hargray | |||||
Assets Acquired | |||||
Cash and cash equivalents | $ 17,652 | ||||
Accounts receivable | 17,929 | ||||
Income taxes receivable | 720 | ||||
Prepaid and other current assets | 8,006 | ||||
Property, plant and equipment | 456,633 | ||||
Intangible assets | 1,592,000 | ||||
Other noncurrent assets | 7,576 | ||||
Total Assets Acquired | 2,100,516 | ||||
Liabilities Assumed | |||||
Accounts payable and accrued liabilities | 38,227 | ||||
Deferred revenue (short-term portion) | 8,462 | ||||
Deferred income taxes | 441,377 | ||||
Other noncurrent liabilities | 9,886 | ||||
Total Liabilities Assumed | 497,952 | ||||
Net assets acquired | 1,602,564 | ||||
Purchase price consideration | 2,117,110 | ||||
Goodwill | 514,546 | ||||
Payments to acquire businesses, gross | $ 2,000,000 | ||||
Equity interest (in percent) | 85% | 15% | |||
Fair value | $ 146,600 | ||||
Equity investment (in percent) | 15% | ||||
Non-cash gain | $ 33,400 | $ 0 | $ 0 | $ 33,406 | |
Business combination, step acquisition, equity interest in acquiree, carrying value | $ 113,200 |
ACQUISITIONS - Unaudited Pro Fo
ACQUISITIONS - Unaudited Pro Forma Combined Results of Operations Information (Details) - Hargray $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares shares | |
Business Acquisition [Line Items] | |
Revenues | $ 1,708,734 |
Net income | $ 230,685 |
Net income per common share: | |
Basic (in dollars per share) | $ / shares | $ 38.33 |
Diluted (in dollars per share) | $ / shares | $ 36.51 |
Depreciation and amortization | $ (6,152) |
Interest expense | (2,804) |
Acquisition costs | (15,403) |
Gain on step acquisition | (33,400) |
Income tax provision | $ 33,577 |
Weighted average common shares outstanding - diluted (in shares) | shares | 71,219 |
REVENUES - Revenues by Product
REVENUES - Revenues by Product Line (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 1,678,081 | $ 1,706,043 | $ 1,605,836 |
Deferred commission amortization | 5,676 | 5,092 | 5,405 |
Data | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 979,296 | 934,564 | 835,725 |
Video | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 257,966 | 325,200 | 339,707 |
Voice | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 37,088 | 43,096 | 47,519 |
Business services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 304,527 | 305,286 | 308,767 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 99,204 | 97,897 | 74,118 |
Franchise and other regulatory fees | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 26,864 | $ 31,226 | $ 31,418 |
REVENUES - Narrative (Details)
REVENUES - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Disaggregation of Revenue [Line Items] | ||
Net accounts receivable | $ 68,000 | $ 45,800 |
Contract with customer, liability, current | $ 27,169 | $ 23,706 |
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period (in years) | 1 year | |
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period (in years) | 5 years |
OPERATING ASSETS AND LIABILIT_3
OPERATING ASSETS AND LIABILITIES - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade receivables | $ 72,076 | $ 48,958 |
Income taxes receivable | 0 | 1,668 |
Other receivables | 26,006 | 26,948 |
Less: Allowance for credit losses | (4,109) | (3,191) |
Total accounts receivable, net | 93,973 | 74,383 |
Clearwave Fiber | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other receivables | 3,700 | $ 15,600 |
Federal government | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other receivables | $ 11,400 |
OPERATING ASSETS AND LIABILIT_4
OPERATING ASSETS AND LIABILITIES - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 3,191 | $ 2,541 | $ 1,252 |
Additions - charged to costs and expenses | 9,816 | 9,170 | 5,965 |
Deductions - write-offs | (13,885) | (13,998) | (10,587) |
Recoveries collected | 4,987 | 5,478 | 5,911 |
Ending balance | $ 4,109 | $ 3,191 | $ 2,541 |
OPERATING ASSETS AND LIABILIT_5
OPERATING ASSETS AND LIABILITIES - Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Offsetting Assets [Line Items] | ||
Prepaid repairs and maintenance | $ 2,596 | $ 4,059 |
Software implementation costs | 1,812 | 1,349 |
Prepaid insurance | 3,507 | 3,506 |
Prepaid rent | 2,227 | 2,125 |
Prepaid software | 9,762 | 8,897 |
Deferred commissions | 5,371 | 4,596 |
Prepaid income tax payments | 5,470 | 0 |
All other current assets | 2,860 | 6,846 |
Total prepaid and other current assets | 58,116 | 57,172 |
Interest Rate Swap | ||
Offsetting Assets [Line Items] | ||
Interest rate swap asset | $ 24,511 | $ 25,794 |
OPERATING ASSETS AND LIABILIT_6
OPERATING ASSETS AND LIABILITIES - Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||
Operating lease right-of-use assets | $ 10,650 | $ 11,325 |
Deferred commissions | 9,793 | 8,916 |
Software implementation costs | 7,115 | 6,472 |
Debt issuance costs | 3,087 | 1,904 |
Debt investment | 2,228 | 2,102 |
Assets held for sale | 889 | 914 |
All other noncurrent assets | 4,934 | 2,755 |
Total other noncurrent assets | 63,149 | 74,677 |
Interest Rate Swap | ||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||
Interest rate swap asset | $ 24,453 | $ 40,289 |
OPERATING ASSETS AND LIABILIT_7
OPERATING ASSETS AND LIABILITIES - Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Accounts payable | $ 45,025 | $ 39,554 |
Accrued programming costs | 18,453 | 20,456 |
Accrued compensation and related benefits | 20,149 | 26,515 |
Accrued sales and other operating taxes | 14,518 | 14,541 |
Accrued franchise fees | 2,952 | 3,902 |
Deposits | 5,954 | 6,236 |
Operating lease liabilities | 3,391 | 3,924 |
Accrued insurance costs | 5,167 | 5,525 |
Cash overdrafts | 12,058 | 9,445 |
Interest payable | 6,340 | 5,801 |
Income taxes payable | 2,579 | 13,006 |
All other accrued liabilities | 20,059 | 15,613 |
Total accounts payable and accrued liabilities | $ 156,645 | $ 164,518 |
OPERATING ASSETS AND LIABILIT_8
OPERATING ASSETS AND LIABILITIES - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Operating lease liabilities | $ 6,768 | $ 6,733 |
Accrued compensation and related benefits | 8,847 | 8,973 |
Deferred revenue | 15,066 | 8,070 |
MBI Net Option (as defined in note 4) | 136,360 | 164,350 |
All other noncurrent liabilities | 2,515 | 4,224 |
Total other noncurrent liabilities | 169,556 | 192,350 |
MBI | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
MBI Net Option (as defined in note 4) | 136,400 | 164,400 |
MBI | Call Option | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Derivative liability | 15,200 | 6,500 |
MBI | Put Option | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Derivative liability | $ 121,200 | $ 157,900 |
EQUITY INVESTMENTS - Narrative
EQUITY INVESTMENTS - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 06, 2022 | Jun. 01, 2022 | Apr. 01, 2022 | Mar. 24, 2022 | Jan. 01, 2022 | Dec. 28, 2021 | Nov. 05, 2021 | Oct. 18, 2021 | Oct. 01, 2021 | May 03, 2021 | Jul. 31, 2023 | Nov. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Investment Income [Line Items] | |||||||||||||||||
Non-cash gain | $ 0 | $ 0 | $ 33,406 | ||||||||||||||
Payments to acquire investments | 29,410 | 50,385 | 95,800 | ||||||||||||||
Non-cash gain | 0 | 13,833 | 0 | ||||||||||||||
Proceeds from sales of equity investments | 56,730 | 0 | 5,325 | ||||||||||||||
Gain (loss) on sale of equity investments, net | (1,558) | 0 | 0 | ||||||||||||||
Dividends received | 0 | $ 0 | 68,706 | ||||||||||||||
Point Broadband | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Payments to acquire investments | $ 5,400 | $ 25,000 | |||||||||||||||
Tristar | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Payments to acquire investments | $ 20,800 | ||||||||||||||||
Proceeds from sales of equity investments | $ 20,900 | ||||||||||||||||
Gain (loss) on sale of equity investments, net | (3,400) | ||||||||||||||||
AMG Technology | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Ownership Percentage (in percent) | 17% | ||||||||||||||||
Payments to acquire investments | $ 50,000 | ||||||||||||||||
Clearwave Fiber | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Percentage of revenue (in percent) | 3% | ||||||||||||||||
Equity method investment, ownership percentage (in percent) | 58% | ||||||||||||||||
Equity method investments, fair value | $ 440,000 | ||||||||||||||||
Non-cash gain | $ 22,100 | ||||||||||||||||
MetroNet | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Payments to acquire investments | $ 7,000 | ||||||||||||||||
Investment owned, at fair value | $ 7,000 | ||||||||||||||||
Visionary | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Payments to acquire investments | $ 7,200 | ||||||||||||||||
Northwest Fiber Holdco | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Payments to acquire investments | $ 50,000 | $ 22,200 | 27,800 | ||||||||||||||
Visionary | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Payments to acquire investments | $ 1,600 | ||||||||||||||||
Wisper | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Equity method investment, ownership percentage (in percent) | 0% | 40.40% | |||||||||||||||
Proceeds from sales of equity investments | 35,900 | ||||||||||||||||
Gain (loss) on sale of equity investments, net | $ 1,800 | ||||||||||||||||
MBI | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Equity method investment, ownership percentage (in percent) | 45% | 45% | |||||||||||||||
Dividends received | $ 68,700 | ||||||||||||||||
Equity method investment, difference between carrying amount and underlying equity | $ 487,500 | $ 497,800 | |||||||||||||||
Maximum | Point Broadband | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Ownership Percentage (in percent) | 10% | ||||||||||||||||
Maximum | Tristar | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Ownership Percentage (in percent) | 10% | ||||||||||||||||
Maximum | MetroNet | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Ownership Percentage (in percent) | 10% | ||||||||||||||||
Maximum | Visionary | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Ownership Percentage (in percent) | 10% | ||||||||||||||||
Maximum | Northwest Fiber Holdco | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Ownership Percentage (in percent) | 10% | ||||||||||||||||
Hargray | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Equity interest (in percent) | 85% | 15% | |||||||||||||||
Payments to acquire businesses, gross | $ 2,000,000 | ||||||||||||||||
Total enterprise value | 2,200,000 | ||||||||||||||||
Non-cash gain | $ 33,400 | $ 0 | $ 0 | $ 33,406 |
EQUITY INVESTMENTS - Carrying V
EQUITY INVESTMENTS - Carrying Value of Equity Method Investments Without Determinable Fair Values (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 12, 2020 |
Net Investment Income [Line Items] | |||
Total cost method investments | $ 199,616 | $ 181,067 | |
Total equity method investments | 925,831 | 1,014,154 | |
Total equity investments | 1,125,447 | 1,195,221 | |
MBI net option | 136,360 | 164,350 | |
MBI | |||
Net Investment Income [Line Items] | |||
MBI net option | $ 136,400 | $ 164,400 | |
MetroNet | |||
Net Investment Income [Line Items] | |||
Cost method investment, ownership percentage (in percent) | 10% | 10% | |
Total cost method investments | $ 7,000 | $ 7,000 | |
Nextlink | |||
Net Investment Income [Line Items] | |||
Cost method investment, ownership percentage (in percent) | 20% | 20% | |
Total cost method investments | $ 77,245 | $ 77,245 | |
Point Broadband | |||
Net Investment Income [Line Items] | |||
Cost method investment, ownership percentage (in percent) | 10% | 10% | |
Total cost method investments | $ 42,623 | $ 30,373 | |
Tristar | |||
Net Investment Income [Line Items] | |||
Cost method investment, ownership percentage (in percent) | 0% | 10% | |
Total cost method investments | $ 0 | $ 23,413 | |
Visionary | |||
Net Investment Income [Line Items] | |||
Cost method investment, ownership percentage (in percent) | 10% | 10% | |
Total cost method investments | $ 8,822 | $ 7,190 | |
Ziply | |||
Net Investment Income [Line Items] | |||
Cost method investment, ownership percentage (in percent) | 10% | 10% | |
Total cost method investments | $ 50,000 | $ 22,222 | |
Others | |||
Net Investment Income [Line Items] | |||
Cost method investment, ownership percentage (in percent) | 10% | 10% | |
Total cost method investments | $ 13,926 | $ 13,624 | |
Clearwave Fiber | |||
Net Investment Income [Line Items] | |||
Equity method investment, ownership percentage (in percent) | 58% | 58% | |
Total equity method investments | $ 359,876 | $ 409,514 | |
MBI | |||
Net Investment Income [Line Items] | |||
Equity method investment, ownership percentage (in percent) | 45% | 45% | |
Total equity method investments | $ 565,955 | $ 571,075 | $ 630,700 |
MBI | Call Option | |||
Net Investment Income [Line Items] | |||
Interest rate swap asset | 19,700 | ||
MBI | Put Option | |||
Net Investment Income [Line Items] | |||
MBI net option | $ 75,500 | ||
Wisper | |||
Net Investment Income [Line Items] | |||
Equity method investment, ownership percentage (in percent) | 0% | 40.40% | |
Total equity method investments | $ 0 | $ 33,565 |
EQUITY INVESTMENTS - Equity Met
EQUITY INVESTMENTS - Equity Method Investment Income (Losses) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2022 | |
Gain (Loss) on Securities [Line Items] | |||||
Equity method investment income (loss), net | $ (54,256) | $ (14,913) | $ 468 | ||
Mark-to-market adjustments | 13,082 | 330 | 2,283 | ||
Gain (loss) on sale of equity investments, net | (1,558) | 0 | 0 | ||
MBI | |||||
Gain (Loss) on Securities [Line Items] | |||||
Finite-lived intangible assets, basis difference between fair value and carrying value | 186,600 | ||||
Clearwave Fiber | |||||
Gain (Loss) on Securities [Line Items] | |||||
Equity method investment income (loss), net | (49,638) | (30,486) | 0 | ||
Equity method investment, ownership percentage (in percent) | 58% | ||||
MBI | |||||
Gain (Loss) on Securities [Line Items] | |||||
Equity method investment income (loss), net | (5,120) | $ 13,361 | (4,258) | ||
Finite-lived intangible assets, basis difference between fair value and carrying value | $ 84,000 | ||||
Equity method investment, ownership percentage (in percent) | 45% | 45% | |||
Pro rata share of net income | $ 5,700 | $ 26,900 | 10,300 | ||
Pro rata share of basis difference amortization | 10,800 | 13,500 | 14,500 | ||
MBI | MBI | |||||
Gain (Loss) on Securities [Line Items] | |||||
MBI Net Option change in fair value | 27,990 | (40,730) | (50,310) | ||
Wisper | |||||
Gain (Loss) on Securities [Line Items] | |||||
Equity method investment income (loss), net | $ 502 | $ 2,212 | $ 4,726 | ||
Gain (loss) on sale of equity investments, net | $ 1,800 | ||||
Equity method investment, ownership percentage (in percent) | 0% | 40.40% | |||
Point Broadband | |||||
Gain (Loss) on Securities [Line Items] | |||||
Mark-to-market adjustments | $ 12,300 |
EQUITY INVESTMENTS - Summarized
EQUITY INVESTMENTS - Summarized Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Current assets | $ 342,378 | $ 346,705 | |
Total Assets | 6,846,933 | 6,913,890 | |
Current liabilities | 202,837 | 244,155 | |
Total Liabilities | 4,973,788 | 5,155,917 | |
Revenues | 1,678,081 | 1,706,043 | $ 1,605,836 |
Total costs and expenses | 1,151,178 | 1,167,054 | 1,149,264 |
Income from operations | 526,903 | 538,989 | 456,572 |
Net income | 267,436 | 234,118 | 291,824 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Current assets | 40,592 | 115,476 | |
Noncurrent assets | 1,796,600 | 1,772,135 | |
Total Assets | 1,837,192 | 1,887,611 | |
Current liabilities | 86,241 | 101,763 | |
Noncurrent liabilities | 952,395 | 859,727 | |
Total Liabilities | 1,038,636 | 961,490 | |
Revenues | 403,438 | 383,435 | 287,355 |
Total costs and expenses | 383,294 | 342,752 | 227,656 |
Income from operations | 20,144 | 40,683 | 59,699 |
Net income | $ (71,872) | $ 12,732 | $ 34,576 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Right-of-use assets | $ 10,789 | $ 11,323 |
Property, plant and equipment, gross | 3,673,765 | 3,695,600 |
Less: Accumulated depreciation and amortization | (1,882,645) | (1,993,845) |
Property, plant and equipment, net | 1,791,120 | 1,701,755 |
Cable distribution systems | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,491,903 | 2,454,452 |
Customer premise equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 380,820 | 339,132 |
Other equipment and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 376,847 | 450,301 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 140,063 | 138,467 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 70,928 | 58,740 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 188,774 | 230,644 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 13,641 | $ 12,541 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jan. 01, 2022 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Long-Lived Assets Held-for-sale [Line Items] | |||||
Non-cash gain | $ 0 | $ 13,833 | $ 0 | ||
Depreciation and amortization | 342,891 | 350,462 | 339,025 | ||
Property, Plant and Equipment | |||||
Long-Lived Assets Held-for-sale [Line Items] | |||||
Depreciation and amortization | 269,400 | 266,600 | $ 264,400 | ||
Other noncurrent assets | |||||
Long-Lived Assets Held-for-sale [Line Items] | |||||
Disposal group, including discontinued operation, property, plant and equipment, noncurrent | $ 900 | $ 900 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Long-Lived Assets Held-for-sale [Line Items] | |||||
Disposal group, including discontinued operation, property, plant and equipment | $ 6,800 | ||||
Recognized non-cash loss | $ 8,300 | ||||
Clearwave Fiber | |||||
Long-Lived Assets Held-for-sale [Line Items] | |||||
Property and equipment contributed | $ 280,000 | ||||
Non-cash gain | $ 22,100 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 928,947,000 | $ 928,947,000 | $ 967,913,000 |
Goodwill, impairment loss | 0 | ||
Amortization of intangible assets | $ 73,500,000 | $ 83,900,000 | $ 74,600,000 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Change in Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 967,913 |
Other divestitures | (1,762) |
Ending balance | 928,947 |
Clearwave Fiber | |
Goodwill [Roll Forward] | |
Clearwave Fiber contribution | (39,942) |
Hargray | |
Goodwill [Roll Forward] | |
Hargray measurement period adjustments | $ 2,739 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 800,396 | $ 797,645 |
Accumulated Amortization | 305,050 | 232,406 |
Total | 495,346 | 565,239 |
Indefinite-Lived Intangible Assets | 2,100,546 | 2,101,346 |
Total intangible assets, net | 2,595,892 | 2,666,585 |
Trademark and trade name | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 0 | 800 |
Franchise agreements | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 2,100,546 | 2,100,546 |
Customer relationships | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 784,381 | 784,381 |
Accumulated Amortization | 295,817 | 225,445 |
Total | $ 488,564 | 558,936 |
Customer relationships | Minimum | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Useful Life Range (in years) | 13 years 6 months | |
Customer relationships | Maximum | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Useful Life Range (in years) | 17 years | |
Trademark and trade name | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 11,846 | 11,846 |
Accumulated Amortization | 8,782 | 6,675 |
Total | $ 3,064 | 5,171 |
Trademark and trade name | Minimum | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Useful Life Range (in years) | 2 years 8 months 12 days | |
Trademark and trade name | Maximum | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Useful Life Range (in years) | 4 years 2 months 12 days | |
Wireless licenses | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,169 | 1,418 |
Accumulated Amortization | 451 | 286 |
Total | $ 3,718 | $ 1,132 |
Wireless licenses | Minimum | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Useful Life Range (in years) | 10 years | |
Wireless licenses | Maximum | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Useful Life Range (in years) | 15 years |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 66,103 | |
2025 | 61,115 | |
2026 | 55,601 | |
2027 | 51,720 | |
2028 | 48,121 | |
Thereafter | 212,686 | |
Total | $ 495,346 | $ 565,239 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Minimum | |
Lessor, Lease, Description [Line Items] | |
Lessee, operating and finance lease, remaining term of contract (in years) | 1 year |
Lessee, operating and finance lease, period of option to terminate (in years) | 1 year |
Lessor, operating and finance lease, remaining term of contract (in years) | 1 year |
Lessor, operating and finance lease, period of option to terminate (in years) | 1 year |
Maximum | |
Lessor, Lease, Description [Line Items] | |
Lessee, operating and finance lease, remaining term of contract (in years) | 42 years |
Lessee, operating and finance lease, renewal term (in years) | 10 years |
Lessor, operating and finance lease, remaining term of contract (in years) | 6 years |
Lessor, operating and finance lease, renewal term (in years) | 3 years |
LEASES - ROU Assets and Lease L
LEASES - ROU Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Finance leases, ROU Assets | $ 6,909 | $ 8,054 |
Operating leases, ROU Assets | 10,650 | 11,325 |
Operating lease liabilities, current | 3,391 | 3,924 |
Finance leases liability, current | 779 | 923 |
Finance leases liability, noncurrent | 4,381 | 3,921 |
Operating leases liability, noncurrent | 6,768 | 6,733 |
Finance leases | 5,160 | 4,844 |
Operating leases | $ 10,159 | $ 10,657 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net | Property, plant and equipment, net |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other noncurrent assets | Other noncurrent assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accounts payable and accrued liabilities | Accounts payable and accrued liabilities |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current portion of long-term debt | Current portion of long-term debt |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term debt | Long-term debt |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other noncurrent liabilities | Other noncurrent liabilities |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Amortization of right-of-use assets | $ 1,138 | $ 987 | $ 945 |
Interest on lease liabilities | 347 | 335 | 369 |
Operating lease expense | 4,989 | 5,318 | 6,362 |
Short-term lease expense | 544 | 0 | 0 |
Variable lease expense | 23 | 4 | 0 |
Total lease expense | $ 7,041 | $ 6,644 | $ 7,676 |
LEASES - Supplemental Lessee Fi
LEASES - Supplemental Lessee Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Finance leases - financing cash flows | $ 1,077 | $ 859 | $ 770 |
Finance leases - operating cash flows | 347 | 335 | 369 |
Operating leases - operating cash flows | 4,807 | 5,180 | 6,190 |
Finance leases | 82 | 1,089 | |
Right-of-use assets obtained in exchange for lease liabilities: | |||
Finance leases | (8) | ||
Operating leases | $ 4,244 | $ 4,054 | 7,700 |
Weighted average remaining lease term: | |||
Finance leases (in years) | 8 years 8 months 12 days | 10 years 1 month 6 days | |
Operating leases (in years) | 3 years 8 months 12 days | 3 years 9 months 18 days | |
Weighted average discount rate: | |||
Finance leases (in percent) | 7.23% | 6.04% | |
Operating leases (in percent) | 4.86% | 3.59% | |
Remeasurement of ROU asset | $ 2,300 | ||
Finance leases, ROU Assets | $ 6,909 | $ 8,054 | |
Hargray | |||
Weighted average discount rate: | |||
Finance leases, ROU Assets | $ 4,300 |
LEASES - Future Maturities of L
LEASES - Future Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finance Leases | ||
2024 | $ 1,100 | |
2025 | 978 | |
2026 | 857 | |
2027 | 617 | |
2028 | 551 | |
Thereafter | 3,018 | |
Total | 7,121 | |
Less: Present value discount | (1,961) | |
Lease liability | 5,160 | $ 4,844 |
Operating Leases | ||
2024 | 3,775 | |
2025 | 2,849 | |
2026 | 1,997 | |
2027 | 1,391 | |
2028 | 758 | |
Thereafter | 339 | |
Total | 11,109 | |
Less: Present value discount | (950) | |
Lease liability | $ 10,159 | $ 10,657 |
DEBT - Schedule of Long-term De
DEBT - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Finance lease liabilities | $ 5,160 | $ 4,844 |
Total debt | 3,680,508 | 3,848,748 |
Less: Unamortized debt discount | (12,025) | (16,313) |
Less: Unamortized debt issuance costs | (25,619) | (25,817) |
Less: Current portion of long-term debt | (19,023) | (55,931) |
Total long-term debt | 3,626,928 | 3,752,591 |
Senior Credit Facilities | ||
Debt Instrument [Line Items] | ||
Gross carrying amount | 2,105,348 | 2,273,904 |
Senior Credit Facilities And Convertible Notes | ||
Debt Instrument [Line Items] | ||
Less: Unamortized debt issuance costs | (22,532) | (23,913) |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Gross carrying amount | 650,000 | 650,000 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Gross carrying amount | $ 920,000 | $ 920,000 |
DEBT - Senior Credit Facilities
DEBT - Senior Credit Facilities (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 22, 2023 | Feb. 21, 2023 | Jul. 31, 2023 | Dec. 31, 2023 | |
SOFR | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 1,000% | |||
Revolver Credit Facility | Minimum | JPMorgan Chase Bank | ||||
Debt Instrument [Line Items] | ||||
Unused commitment fee (in percent) | 0.20% | |||
Revolver Credit Facility | Maximum | JPMorgan Chase Bank | ||||
Debt Instrument [Line Items] | ||||
Unused commitment fee (in percent) | 0.30% | |||
Letters of credit outstanding, amount | $ 0 | |||
Revolver Credit Facility | SOFR | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 1.25% | |||
Revolver Credit Facility | SOFR | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 1.75% | |||
Revolver Credit Facility | Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 0.25% | |||
Revolver Credit Facility | Base Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 0.75% | |||
Term loans | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 1,825,000,000 | |||
Gross carrying amount | 1,767,348,000 | |||
Optional additional available credit facilities | $ 700,000,000 | |||
Annualized operating cash flow, percent | 75% | |||
Debt instrument, covenant, maximum first lien net leverage ratio | 3.5 | |||
Revolver Credit Facility | Revolver Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 1,000,000,000 | $ 500,000,000 | ||
Draws on lines of credit | 488,000,000 | |||
Extinguishment of debt | $ 150,000,000 | |||
Long-term line of credit | 338,000,000 | |||
Line of credit facility, remaining borrowing capacity | 662,000,000 | |||
Term Loan A-2 | Term loans | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 700,000,000 | |||
Extinguishment of debt | $ 638,300,000 | |||
Term Loan B-2 and the Term Loan B-3 | Term loans | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 150,000,000 | |||
Debt instrument, basis spread on variable rate (in percent) | 2.25% | 2% | ||
Stated percentage (in percent) | 2.25% | |||
Term Loan B-2 and the Term Loan B-3 | Term loans | SOFR | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 0.10% | 0.10% | ||
Term Loan B-2 and the Term Loan B-3 | Term loans | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 1.25% | |||
Term Loan B-2 | Term loans | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 250,000,000 | $ 250,000,000 | ||
Gross carrying amount | $ 238,125,000 | |||
Debt instrument, basis spread on variable rate (in percent) | 2.25% | |||
Term Loan B-2 | Term loans | SOFR | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 0.10% | |||
Term Loan B-3 | Term loans | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | 625,000,000 | |||
Gross carrying amount | $ 757,000,000 | 150,000,000 | $ 749,223,000 | |
Debt instrument, basis spread on variable rate (in percent) | 2.25% | |||
Term Loan B-3 | Term loans | SOFR | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 0.10% | |||
Term Loan B-4 | Term loans | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 800,000,000 | $ 800,000,000 | ||
Gross carrying amount | $ 780,000,000 | |||
Debt instrument, basis spread on variable rate (in percent) | 2% | |||
Stated percentage (in percent) | 2% | |||
Term Loan B-4 | Term loans | SOFR | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 0.114% | |||
Term Loan B-4 | Term loans | SOFR | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 0.114% | 0.114% | ||
Term Loan B-4 | Term loans | SOFR | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 0.428% | 0.428% | ||
Term Loan B-4 | Term loans | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 1% |
DEBT - Summary of Term Loans (D
DEBT - Summary of Term Loans (Details) - USD ($) | 12 Months Ended | ||
Feb. 22, 2023 | Feb. 21, 2023 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||
Final Scheduled Principal Payment | $ 3,675,348,000 | ||
SOFR | |||
Debt Instrument [Line Items] | |||
Benchmark Rate and Fixed Margin | 1,000% | ||
Term loans | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 1,825,000,000 | ||
Outstanding Principal | 1,767,348,000 | ||
Final Scheduled Principal Payment | 1,674,445,000 | ||
Term loans | Term Loan B-2 | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 250,000,000 | $ 250,000,000 | |
Amortization per annum | 1% | ||
Outstanding Principal | $ 238,125,000 | ||
Final Scheduled Principal Payment | $ 223,750,000 | ||
Benchmark Rate and Fixed Margin | 2.25% | ||
Interest Rate | 7.71% | ||
Term loans | Term Loan B-2 | SOFR | |||
Debt Instrument [Line Items] | |||
Benchmark Rate and Fixed Margin | 0.10% | ||
Term loans | Term Loan B-3 | |||
Debt Instrument [Line Items] | |||
Original Principal | 625,000,000 | ||
Amortization per annum | 1% | ||
Outstanding Principal | $ 757,000,000 | 150,000,000 | $ 749,223,000 |
Final Scheduled Principal Payment | $ 704,695,000 | ||
Benchmark Rate and Fixed Margin | 2.25% | ||
Interest Rate | 7.71% | ||
Term loans | Term Loan B-3 | SOFR | |||
Debt Instrument [Line Items] | |||
Benchmark Rate and Fixed Margin | 0.10% | ||
Term loans | Term Loan B-3, 1 | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 325,000,000 | ||
Term loans | Term Loan B-3, 2 | |||
Debt Instrument [Line Items] | |||
Original Principal | 300,000,000 | ||
Term loans | Term Loan B-3, 3 | |||
Debt Instrument [Line Items] | |||
Original Principal | 150,000,000 | ||
Term loans | Term Loan B-4 | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 800,000,000 | $ 800,000,000 | |
Amortization per annum | 1% | ||
Outstanding Principal | $ 780,000,000 | ||
Final Scheduled Principal Payment | $ 746,000,000 | ||
Benchmark Rate and Fixed Margin | 2% | ||
Interest Rate | 7.47% | ||
Term loans | Term Loan B-4 | SOFR | |||
Debt Instrument [Line Items] | |||
Benchmark Rate and Fixed Margin | 0.114% | ||
Term loans | Term Loan B-2 and the Term Loan B-3 | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 150,000,000 | ||
Benchmark Rate and Fixed Margin | 2.25% | 2% | |
Term loans | Term Loan B-2 and the Term Loan B-3 | SOFR | |||
Debt Instrument [Line Items] | |||
Benchmark Rate and Fixed Margin | 0.10% | 0.10% |
DEBT - Senior Notes (Details)
DEBT - Senior Notes (Details) - USD ($) | 1 Months Ended | |
Nov. 30, 2020 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||
Debt guarantee | $ 250,000,000 | $ 250,000,000 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 650,000,000 | |
Stated percentage (in percent) | 4% | |
Senior Notes | Debt Instrument, Redemption, Period One | ||
Debt Instrument [Line Items] | ||
Debt instrument, redemption price, percentage of principal amount redeemed (in percent) | 100% | |
Senior Notes | Debt Instrument, Redemption, Period Two | ||
Debt Instrument [Line Items] | ||
Debt instrument, redemption price, percentage of principal amount redeemed (in percent) | 40% | |
Senior Notes | Debt Instrument, Redemption, Period Three | ||
Debt Instrument [Line Items] | ||
Debt instrument, redemption price, percentage of principal amount redeemed (in percent) | 104% | |
Senior Notes | Debt Instrument, Redemption, Period Four | ||
Debt Instrument [Line Items] | ||
Debt instrument, redemption price, percentage of principal amount redeemed (in percent) | 101% |
DEBT - Convertible Notes (Detai
DEBT - Convertible Notes (Details) | 1 Months Ended | 12 Months Ended |
Mar. 31, 2021 USD ($) d $ / shares | Dec. 31, 2023 | |
2026 Notes | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ | $ 575,000,000 | |
Stated percentage (in percent) | 0% | |
2028 Notes | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ | $ 345,000,000 | |
Stated percentage (in percent) | 1.125% | |
The 2026 Notes and the 2028 Notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, convertible, conversion ratio | 0.4394 | |
The 2026 Notes and the 2028 Notes | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, convertible, conversion ratio | 0.4394 | |
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 2,275.83 | |
Debt instrument, redemption price, percentage (in percent) | 100% | |
Debt instrument, convertible, threshold percentage of stock price trigger (in percent) | 130% | |
Debt instrument, convertible, threshold trading days | d | 20 | |
Debt instrument, convertible, threshold consecutive trading days | d | 30 | |
The 2026 Notes and the 2028 Notes | Convertible Debt | Company Undergoes a Fundamental Change | ||
Debt Instrument [Line Items] | ||
Debt instrument, redemption price, percentage (in percent) | 100% |
DEBT - Schedule of Convertible
DEBT - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument, Redemption [Line Items] | |||
Less: Unamortized discount | $ (12,025) | $ (16,313) | |
Less: Unamortized debt issuance costs | (25,619) | (25,817) | |
Total | 3,675,348 | ||
Amortization of debt issuance costs | 4,700 | 5,300 | $ 5,600 |
Convertible Debt | |||
Debt Instrument, Redemption [Line Items] | |||
Gross carrying amount | 920,000 | 920,000 | |
The 2026 Notes and the 2028 Notes | Convertible Debt | |||
Debt Instrument, Redemption [Line Items] | |||
Gross carrying amount | 920,000 | 920,000 | |
Less: Unamortized discount | (12,025) | (16,313) | |
Less: Unamortized debt issuance costs | (333) | (451) | |
Total | 907,642 | 903,236 | |
Contractual interest expense | 3,881 | 3,881 | |
Amortization of discount | 4,288 | 4,289 | |
Amortization of debt issuance costs | 118 | 118 | |
Total interest expense | 8,287 | 8,288 | |
2026 Notes | Convertible Debt | |||
Debt Instrument, Redemption [Line Items] | |||
Gross carrying amount | 575,000 | 575,000 | |
Less: Unamortized discount | (6,610) | (9,610) | |
Less: Unamortized debt issuance costs | (180) | (262) | |
Total | 568,210 | 565,128 | |
Contractual interest expense | 0 | 0 | |
Amortization of discount | 3,000 | 3,001 | |
Amortization of debt issuance costs | 82 | 82 | |
Total interest expense | $ 3,082 | $ 3,083 | |
Effective interest rate (in percent) | 0.50% | 0.50% | |
2028 Notes | Convertible Debt | |||
Debt Instrument, Redemption [Line Items] | |||
Gross carrying amount | $ 345,000 | $ 345,000 | |
Less: Unamortized discount | (5,415) | (6,703) | |
Less: Unamortized debt issuance costs | (153) | (189) | |
Total | 339,432 | 338,108 | |
Contractual interest expense | 3,881 | 3,881 | |
Amortization of discount | 1,288 | 1,288 | |
Amortization of debt issuance costs | 36 | 36 | |
Total interest expense | $ 5,205 | $ 5,205 | |
Effective interest rate (in percent) | 1.50% | 1.50% |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 03, 2022 | |
Debt Instrument [Line Items] | ||||
Capitalized costs | $ 7,800 | $ 13,700 | ||
Write-off of debt issuance costs | 3,340 | $ 0 | 2,131 | |
Amortization of debt issuance costs | 4,700 | $ 5,300 | $ 5,600 | |
MUFG Bank | ||||
Debt Instrument [Line Items] | ||||
Letter of credit, maximum borrowing capacity | $ 75,000 | |||
MUFG Bank | Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Long-term line of credit | $ 10,500 | |||
Line of credit facility, interest rate at period end (in percent) | 1% |
DEBT - Unamortized Debt Issuanc
DEBT - Unamortized Debt Issuance Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument, Redemption [Line Items] | ||
Debt issuance costs | $ 25,619 | $ 25,817 |
Other noncurrent assets | ||
Debt Instrument, Redemption [Line Items] | ||
Debt issuance costs | 3,087 | 1,904 |
Long-term debt (contra account) | ||
Debt Instrument, Redemption [Line Items] | ||
Debt issuance costs | $ 22,532 | $ 23,913 |
DEBT - Future Maturities (Detai
DEBT - Future Maturities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 18,244 |
2025 | 18,244 |
2026 | 593,244 |
2027 | 18,244 |
2028 | 1,441,244 |
Thereafter | 1,586,128 |
Total | $ 3,675,348 |
INCOME TAXES - Provision for In
INCOME TAXES - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal, current | $ 63,893 | $ 45,982 | $ 11,010 |
U.S. federal, deferred | 4,888 | 35,086 | 36,514 |
U.S. federal, total | 68,781 | 81,068 | 47,524 |
State and local, current | 14,333 | 12,994 | 5,296 |
State and local, deferred | 6,590 | 32,270 | (7,055) |
State and local, total | 20,923 | 45,264 | (1,759) |
Total, current | 78,226 | 58,976 | 16,306 |
Total, Deferred | 11,478 | 67,356 | 29,459 |
Total | $ 89,704 | $ 126,332 | $ 45,765 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 03, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||||
Federal statutory rate | 21% | ||||
Deferred income tax benefit | $ (4,888) | $ (35,086) | $ (36,514) | ||
Deferred income tax expense (benefit) | 6,590 | 32,270 | (7,055) | ||
Deferred income tax expense | 5,800 | ||||
Deferred tax asset, interest carryforward | 10,352 | 0 | |||
State and Local Jurisdiction | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax credit carryforward, amount | 4,100 | ||||
Operating loss carryforwards | 5,100 | ||||
Federal and State | |||||
Operating Loss Carryforwards [Line Items] | |||||
Deferred tax asset, interest carryforward | $ 10,400 | ||||
Hargray | |||||
Operating Loss Carryforwards [Line Items] | |||||
Equity interest (in percent) | 85% | 15% | |||
Deferred income tax benefit | 29,100 | ||||
Deferred income tax expense (benefit) | $ 22,900 | $ (6,000) |
INCOME TAXES - Income Tax Rate
INCOME TAXES - Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal taxes at statutory rate | $ 86,363 | $ 78,826 | $ 70,902 |
State and local taxes, net of U.S. federal tax | 10,357 | 10,813 | (1,389) |
Reversal of deferred tax liability on minority interest | 0 | 0 | (29,138) |
Investment in Clearwave Fiber | 0 | 5,829 | 0 |
State rate change | 6,746 | 22,920 | 0 |
Equity-based compensation | 2,297 | (943) | (5,651) |
Valuation allowance | (6,720) | 9,678 | 10,111 |
Section 162(m) limitation | 1,985 | 2,480 | 2,205 |
Equity method investments | (11,394) | (3,132) | 98 |
Other items | 70 | (139) | (1,373) |
Total | $ 89,704 | $ 126,332 | $ 45,765 |
INCOME TAXES - Deferred Income
INCOME TAXES - Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Other benefit obligations | $ 2,538 | $ 2,659 |
Equity-based compensation | 7,366 | 6,565 |
Net operating losses | 5,145 | 5,666 |
Accrued bonus | 2,152 | 3,909 |
Reserves | 2,939 | 2,478 |
Lease liabilities | 2,528 | 2,620 |
Capitalized research and development expenditures | 6,451 | 2,665 |
State tax credit | 4,066 | 3,353 |
Unrealized capital losses | 19,340 | 26,212 |
Section 163(j) interest limitation | 10,352 | 0 |
Other items | 6,782 | 2,961 |
Deferred tax assets, gross | 69,659 | 59,088 |
Less: Valuation allowance | (19,340) | (26,212) |
Deferred tax assets, net | 50,319 | 32,876 |
Property, plant and equipment | 322,155 | 301,975 |
Goodwill and other intangible assets | 554,098 | 549,605 |
Investments in subsidiaries and partnerships | 126,867 | 122,650 |
ROU assets | 3,881 | 4,405 |
Prepaid expenses | 5,098 | 4,828 |
Interest rate swap | 11,755 | 15,948 |
Other items | 932 | 286 |
Deferred tax liabilities | 1,024,786 | 999,697 |
Net deferred income tax liability | $ 974,467 | $ 966,821 |
INTEREST RATE SWAPS - Interest
INTEREST RATE SWAPS - Interest Rate Swap Agreements (Details) | Dec. 31, 2023 USD ($) derivative_instrument | Mar. 01, 2023 | Feb. 28, 2023 | Feb. 27, 2023 |
Interest Rate Swap | Cash Flow Hedging | ||||
Credit Derivatives [Line Items] | ||||
Number of derivative agreements | derivative_instrument | 2 | |||
Notional Amount | $ 1,200,000,000 | |||
Swap A | LIBOR | ||||
Credit Derivatives [Line Items] | ||||
Derivative, fixed interest rate (in percent) | 2.653% | |||
Swap A | SOFR | ||||
Credit Derivatives [Line Items] | ||||
Derivative, fixed interest rate (in percent) | 2.595% | |||
Swap A | Cash Flow Hedging | ||||
Credit Derivatives [Line Items] | ||||
Notional Amount | $ 850,000,000 | |||
Derivative, fixed interest rate (in percent) | 2.595% | |||
Swap B | LIBOR | ||||
Credit Derivatives [Line Items] | ||||
Derivative, fixed interest rate (in percent) | 2.739% | |||
Swap B | SOFR | ||||
Credit Derivatives [Line Items] | ||||
Derivative, fixed interest rate (in percent) | 2.691% | |||
Swap B | Cash Flow Hedging | ||||
Credit Derivatives [Line Items] | ||||
Notional Amount | $ 350,000,000 | |||
Derivative, fixed interest rate (in percent) | 2.691% |
INTEREST RATE SWAPS - Interes_2
INTEREST RATE SWAPS - Interest Rate Swaps on the Condensed Consolidated Balance Sheets and Statements of Operations and Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity: | |||
Accumulated other comprehensive income (loss) | $ 36,745 | $ 50,031 | |
Interest (contra-expense) expense | (28,996) | 11,946 | $ 31,311 |
Unrealized gain (loss) on cash flow hedges, gross | (17,118) | 174,371 | 77,716 |
Less: Tax effect | 3,832 | (42,277) | (19,499) |
Unrealized gain (loss) on cash flow hedges, net of tax | (13,286) | 132,094 | $ 58,217 |
Accumulated other comprehensive income (loss) | |||
Stockholders' Equity: | |||
Accumulated other comprehensive income (loss) | 36,936 | 50,221 | |
Interest Rate Swap | |||
Current portion: | |||
Prepaid and other current assets | 24,511 | 25,794 | |
Noncurrent portion: | |||
Other noncurrent assets | 24,453 | 40,289 | |
Total interest rate swap asset | $ 48,964 | $ 66,083 |
FAIR VALUE MEASUREMENTS - Carry
FAIR VALUE MEASUREMENTS - Carrying Amounts and Fair Values (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Interest rate swap asset | ||
Other noncurrent assets (including current portion): | ||
Derivative asset | $ 48,964 | $ 66,083 |
Level 1 | Carrying Amount | Money market investments | ||
Cash and cash equivalents: | ||
Money market investments | 108,402 | |
Level 1 | Fair Value | Money market investments | ||
Cash and cash equivalents: | ||
Money market investments | 108,402 | |
Level 2 | Carrying Amount | Term loans | ||
Long-term debt (including current portion): | ||
Long-term debt, fair value | 1,767,348 | |
Level 2 | Carrying Amount | Revolver Credit Facility | Revolver Credit Facility | ||
Long-term debt (including current portion): | ||
Long-term debt, fair value | 338,000 | |
Level 2 | Carrying Amount | Senior Notes | ||
Long-term debt (including current portion): | ||
Long-term debt, fair value | 650,000 | |
Level 2 | Carrying Amount | Convertible Notes | ||
Long-term debt (including current portion): | ||
Long-term debt, fair value | 920,000 | |
Level 2 | Carrying Amount | Interest rate swap asset | ||
Other noncurrent assets (including current portion): | ||
Derivative asset | 48,964 | |
Level 2 | Fair Value | Term loans | ||
Long-term debt (including current portion): | ||
Long-term debt, fair value | 1,762,930 | |
Level 2 | Fair Value | Revolver Credit Facility | Revolver Credit Facility | ||
Long-term debt (including current portion): | ||
Long-term debt, fair value | 335,465 | |
Level 2 | Fair Value | Senior Notes | ||
Long-term debt (including current portion): | ||
Long-term debt, fair value | 529,750 | |
Level 2 | Fair Value | Convertible Notes | ||
Long-term debt (including current portion): | ||
Long-term debt, fair value | 755,550 | |
Level 2 | Fair Value | Interest rate swap asset | ||
Other noncurrent assets (including current portion): | ||
Derivative asset | 48,964 | |
Level 3 | Carrying Amount | MBI | ||
Other noncurrent liabilities: | ||
Derivative liability | 136,360 | |
Level 3 | Fair Value | MBI | ||
Other noncurrent liabilities: | ||
Derivative liability | $ 136,360 |
FAIR VALUE MEASUREMENTS - Assum
FAIR VALUE MEASUREMENTS - Assumptions Used to Determine the Fair Value of the Net Options (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Equity volatility | Cable One | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input (in percent) | 0.400 | 0.340 |
Equity volatility | MBI | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input (in percent) | 0.300 | 0.310 |
EBITDA volatility | Cable One | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input (in percent) | 0.100 | 0.100 |
EBITDA volatility | MBI | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input (in percent) | 0.100 | 0.100 |
EBITDA risk-adjusted discount rate | Cable One | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input (in percent) | 0.075 | 0.075 |
EBITDA risk-adjusted discount rate | MBI | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input (in percent) | 0.085 | 0.085 |
Cost of debt | Cable One | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input (in percent) | 0.085 | 0.075 |
STOCKHOLDERS_ EQUITY (Details)
STOCKHOLDERS’ EQUITY (Details) - USD ($) $ in Thousands | 12 Months Ended | 102 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | May 20, 2022 | Jul. 01, 2015 | |
Equity [Abstract] | ||||||
Treasury stock, shares (in shares) | 558,412 | 409,388 | 558,412 | |||
Stock repurchase program, authorized amount | $ 450,000 | $ 250,000 | ||||
Stock repurchase program, number of shares authorized to be repurchased (in shares) | 600,000 | |||||
Remaining amount authorized | $ 143,100 | $ 143,100 | ||||
Treasury stock, shares, acquired (in shares) | 141,551 | 646,244 | ||||
Treasury stock, value, acquired, cost method | $ 99,614 | $ 353,289 | $ 556,900 | |||
Payment of withholding tax for equity awards | $ 2,484 | $ 5,036 | $ 8,517 | |||
Share-based payment arrangement, shares withheld for tax withholding obligation (in shares) | 3,599 | 3,042 | 3,911 |
EQUITY-BASED COMPENSATION - Nar
EQUITY-BASED COMPENSATION - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) installment shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares) | shares | 417,657 | ||
Share-based payment arrangement, shortfalls, tax benefit | $ (2,000) | $ 500 | $ 6,700 |
Equity-based compensation | 7,366 | $ 6,565 | |
Annual retainer | $ 90 | ||
Restricted Stock Units (RSUs) | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period (in years) | 3 years | ||
Additional annual retainer | $ 155 | ||
Restricted Stock Units (RSUs) | Minimum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period, number of installments | installment | 3 | ||
Restricted Stock Units (RSUs) | Maximum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period, number of installments | installment | 4 | ||
Restricted Stock | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Granted (in shares) | shares | 70,949 | 19,109 | 12,525 |
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | $ 38,800 | ||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition (in years) | 1 year 4 months 24 days | ||
SARs | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period, number of installments | installment | 4 | ||
Granted (in shares) | shares | 0 | 0 | 5,500 |
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | $ 1,300 | ||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition (in years) | 9 months 18 days |
EQUITY-BASED COMPENSATION - Com
EQUITY-BASED COMPENSATION - Compensation Expense (Details) - Selling, General and Administrative Expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based payment arrangement, expense | $ 29,420 | $ 22,514 | $ 20,054 |
Restricted Stock | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based payment arrangement, expense | 27,885 | 19,987 | 17,014 |
SARs | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based payment arrangement, expense | $ 1,535 | $ 2,527 | $ 3,040 |
EQUITY-BASED COMPENSATION - Res
EQUITY-BASED COMPENSATION - Restricted Stock (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Stock | |||
Restricted Stock | |||
Beginning balance (in shares) | 42,467 | 34,026 | 34,944 |
Granted (in shares) | 70,949 | 19,109 | 12,525 |
Forfeited (in shares) | (7,854) | (2,008) | (1,468) |
Vested and issued (in shares) | (14,130) | (8,660) | (11,975) |
Ending balance (in shares) | 91,432 | 42,467 | 34,026 |
Vested and deferred (in shares) | 5,769 | ||
Weighted Average Grant Date Fair Value Per Share | |||
Beginning balance (in dollars per share) | $ 1,611.99 | $ 1,487.02 | $ 1,037.83 |
Granted (in dollars per share) | 740.39 | 1,678.06 | 2,144.03 |
Forfeited (in dollars per share) | 1,609.26 | 1,874.06 | 1,414.01 |
Vested and issued (in dollars per share) | 1,505.58 | 1,206.02 | 872.38 |
Ending balance (in dollars per share) | 952.33 | $ 1,611.99 | $ 1,487.02 |
Vested and deferred (in dollars per share) | $ 862.43 | ||
Performance-Based Restricted Stock Awards | |||
Restricted Stock | |||
Forfeited (in shares) | (4,093) |
EQUITY-BASED COMPENSATION - Val
EQUITY-BASED COMPENSATION - Valuation Assumptions (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Risk-free interest rate | 4.10% |
Expected volatility | 39.10% |
Simulation term (in years) | 2 years 11 months 26 days |
Weighted average grant date fair value (in dollars per share) | $ 774.30 |
EQUITY-BASED COMPENSATION - Sto
EQUITY-BASED COMPENSATION - Stock Appreciation Rights (Details) - SARs - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Appreciation Rights | ||||
Beginning balance (in shares) | 41,115 | 45,740 | 58,365 | |
Granted (in shares) | 0 | 0 | 5,500 | |
Exercised (in shares) | (374) | (2,500) | (16,524) | |
Forfeited (in shares) | (375) | (1,750) | (1,601) | |
Expired (in shares) | (4,875) | (375) | ||
Ending balance (in shares) | 35,491 | 41,115 | 45,740 | 58,365 |
Exercisable, stock appreciation rights (in shares) | 31,116 | |||
Weighted Average Exercise Price | ||||
Beginning balance (in dollars per share) | $ 1,072.88 | $ 1,075.34 | $ 866.54 | |
Granted (in dollars per share) | 0 | 0 | 1,970.24 | |
Exercised (in dollars per share) | 707.17 | 707.16 | 658.98 | |
Forfeited (in dollars per share) | 1,274.05 | 1,492.73 | 834.92 | |
Expired (in dollars per share) | 936.78 | 1,851.23 | ||
Ending balance (in dollars per share) | 1,093.3 | 1,072.88 | 1,075.34 | $ 866.54 |
Exercisable (in dollars per share) | 985.83 | |||
Weighted Average Grant Date Fair Value | ||||
Beginning balance (in dollars per share) | 262.99 | 263.62 | 204.29 | |
Granted (in dollars per share) | 0 | 0 | 530.05 | |
Exercised (in dollars per share) | 169.54 | 164.67 | 148.76 | |
Forfeited (in dollars per share) | 280.58 | 375.76 | 201.50 | |
Expired (in dollars per share) | 219.98 | 469.52 | ||
Ending balance (in dollars per share) | 269.69 | $ 262.99 | $ 263.62 | $ 204.29 |
Exercisable (in dollars per share) | $ 239.18 | |||
Aggregate Intrinsic Value | ||||
Aggregate intrinsic value, outstanding | $ 0 | $ 591 | $ 32,897 | $ 79,446 |
Exercised | 5 | $ 1,504 | $ 21,298 | |
Aggregate intrinsic value, exercisable | $ 0 | |||
Weighted Average Remaining Contractual Term (in years) | ||||
Weighted average remaining contractual term, outstanding (in years) | 5 years 1 month 6 days | 6 years 1 month 6 days | 7 years 1 month 6 days | 7 years 3 months 18 days |
Weighted average remaining contractual term, Granted (in years) | 9 years 6 months | |||
Weighted average remaining contractual term, exercisable (in years) | 4 years 9 months 18 days |
EQUITY-BASED COMPENSATION - S_2
EQUITY-BASED COMPENSATION - Stock Appreciation Rights, Fair Value Assumptions (Details) - SARs | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected volatility | 27.44% |
Risk-free interest rate | 0.96% |
Expected term (in years) | 6 years 3 months |
Expected dividend yield | 0.53% |
OTHER INCOME AND EXPENSE - Othe
OTHER INCOME AND EXPENSE - Other Income and Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
May 03, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Offsetting Assets [Line Items] | ||||
Gain on Hargray step acquisition | $ 0 | $ 0 | $ 33,406 | |
Write-off of debt issuance costs | (3,340) | 0 | (2,131) | |
Interest and investment income | 18,569 | 13,670 | 11,580 | |
Gain (loss) on sale of equity investments, net | (1,558) | 0 | 0 | |
Mark-to-market adjustments and other | 12,979 | 1,147 | 1,453 | |
Other income (expense), net | 54,640 | (25,913) | (6,002) | |
Gain on investment, mark to market | 13,082 | 330 | 2,283 | |
Point Broadband | ||||
Offsetting Assets [Line Items] | ||||
Gain on investment, mark to market | 12,300 | |||
MBI Net Option | ||||
Offsetting Assets [Line Items] | ||||
MBI Net Option change in fair value | 27,990 | (40,730) | (50,310) | |
Hargray | ||||
Offsetting Assets [Line Items] | ||||
Gain on Hargray step acquisition | $ 33,400 | $ 0 | $ 0 | $ 33,406 |
NET INCOME PER COMMON SHARE (De
NET INCOME PER COMMON SHARE (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Numerator: | |||
Net income - basic | $ | $ 267,436 | $ 234,118 | $ 291,824 |
Add: Convertible Notes interest expense, net of tax | $ | 6,215 | 6,216 | 5,136 |
Net income - diluted | $ | $ 273,651 | $ 240,334 | $ 296,960 |
Denominator: | |||
Weighted average common shares outstanding - basic (in shares) | 5,648,934 | 5,892,077 | 6,017,778 |
Effect of dilutive equity-based compensation awards (in shares) | 9,149 | 17,823 | 36,547 |
Effect of dilution from if-converted convertible notes (in shares) | 404,248 | 404,248 | 333,029 |
Weighted average common shares outstanding - diluted (in shares) | 6,062,331 | 6,314,148 | 6,387,354 |
Net Income per Common Share: | |||
Basic (in dollars per share) | $ / shares | $ 47.34 | $ 39.73 | $ 48.49 |
Diluted (in dollars per share) | $ / shares | $ 45.14 | $ 38.06 | $ 46.49 |
Supplemental Net Income per Common Share Disclosure: | |||
Anti-dilutive shares from equity-based compensation awards (in shares) | 23,566 | 18,673 | 3,444 |
The 2026 Notes and the 2028 Notes | |||
Short-Term Debt [Line Items] | |||
Debt instrument, convertible, conversion ratio | 0.4394 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Contractual Obligation Maturity (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Programming Purchase Commitments | |
2024 | $ 101,275 |
2025 | 46,467 |
2026 | 13,435 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total | 161,177 |
Lease Payments | |
2024 | 4,875 |
2025 | 3,827 |
2026 | 2,854 |
2027 | 2,008 |
2028 | 1,309 |
Thereafter | 3,357 |
Total | 18,230 |
Debt Payments | |
2024 | 18,244 |
2025 | 18,244 |
2026 | 593,244 |
2027 | 18,244 |
2028 | 1,441,244 |
Thereafter | 1,586,128 |
Total | 3,675,348 |
Other Purchase Obligations | |
2024 | 53,441 |
2025 | 16,300 |
2026 | 11,532 |
2027 | 1,273 |
2028 | 1,136 |
Thereafter | 3,920 |
Total | 87,602 |
Total | |
2024 | 177,835 |
2025 | 84,838 |
2026 | 621,065 |
2027 | 21,525 |
2028 | 1,443,689 |
Thereafter | 1,593,405 |
Total | $ 3,942,357 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Liability Contingency [Line Items] | |||
Revenues | $ 1,678,081 | $ 1,706,043 | $ 1,605,836 |
Surety bonds and letters of credit totaled | 29,800 | 52,100 | |
Minimum | Revolver Credit Facility | |||
Product Liability Contingency [Line Items] | |||
Current borrowing capacity | 338,000 | ||
Franchise and other regulatory fees | |||
Product Liability Contingency [Line Items] | |||
Revenues | 26,864 | 31,226 | 31,418 |
Utility Pole | |||
Product Liability Contingency [Line Items] | |||
Rent expense | $ 15,000 | $ 12,300 | $ 11,500 |