Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 10, 2015 | |
Entity Registrant Name | CABLE ONE, INC. | |
Entity Central Index Key | 1,632,127 | |
Trading Symbol | cabo | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 5,854,540 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $ 144,506 | $ 6,410 |
Accounts receivable, net | 30,405 | 29,729 |
Prepaid assets | 14,939 | 12,587 |
Deferred income taxes | 786 | 1,395 |
Total current assets | 190,636 | 50,121 |
Property, plant and equipment, net | 606,221 | 616,230 |
Intangibles, net | 496,815 | 496,892 |
Goodwill | 85,488 | 85,488 |
Other assets | 21,998 | 13,309 |
Total assets | 1,401,158 | 1,262,040 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 89,466 | 71,419 |
Deferred revenue | 21,859 | 21,004 |
Income taxes payable | 18,548 | $ 3,200 |
Long-term debt - current portion | 3,125 | |
Total current liabilities | 132,998 | $ 95,623 |
Long-term debt | 546,555 | |
Accrued compensation and related benefits | 23,881 | $ 21,606 |
Other liabilities | 35 | 37 |
Deferred income taxes | 267,500 | 291,486 |
Total liabilities | $ 970,969 | $ 408,752 |
Commitments and contingencies (see Note 14) | ||
Stockholders' Equity | ||
Common stock ($0.01 par value; 40,000,000 shares authorized; 5,843,313 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively) | $ 59 | $ 58 |
Additional paid-in capital | 2,053 | |
Retained earnings | $ 434,009 | $ 1,325,919 |
Additional GHC investment (deficit) | $ (472,689) | |
Treasury stock, at cost (18,435 and 0 shares held as of | $ (5,932) | |
Total stockholders' equity | 430,189 | $ 853,288 |
Total liabilities and stockholders' equity | $ 1,401,158 | $ 1,262,040 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
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) | 5,843,313 | 5,843,313 |
Common stock, shares outstanding (in shares) | 5,843,313 | 5,843,313 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Revenues | $ 198,215 | $ 199,687 | $ 603,822 | $ 613,344 | |
Costs and Expenses | |||||
Operating (excluding depreciation and amortization) | 75,291 | 79,436 | 235,674 | 248,918 | |
Selling, general and administrative | 47,820 | 49,236 | 149,508 | 143,021 | |
Depreciation and amortization | 36,108 | 34,417 | 107,922 | 101,998 | |
159,219 | 163,089 | 493,104 | 493,937 | ||
Income from operations | 38,996 | $ 36,598 | 110,718 | $ 119,407 | |
Interest expense | (7,804) | (8,801) | |||
Other income | 103 | $ 75,217 | 118 | $ 75,153 | |
Income before income taxes | 31,295 | 111,815 | 102,035 | 194,560 | |
Provision for income taxes | 11,883 | 42,610 | 39,079 | 74,143 | |
Net income | $ 19,412 | $ 69,205 | $ 62,956 | $ 120,417 | |
Basic (in dollars per share) | [1] | $ 3.31 | $ 11.84 | $ 10.76 | $ 20.61 |
Diluted (in dollars per share) | [1] | $ 3.30 | $ 11.84 | $ 10.75 | $ 20.61 |
Basic (in shares) | [1] | 5,871,928 | 5,843,313 | 5,852,956 | 5,843,313 |
Diluted (in shares) | [1] | 5,875,588 | 5,843,313 | 5,854,176 | 5,843,313 |
[1] | On July 1, 2015, Graham Holdings Company distributed 5,843,313 shares of Cable One, Inc. common stock to existing holders of Graham Holdings Company common stock. Basic and diluted net income per common share for the three and nine months ended September 30, 2014 are calculated using the number of shares distributed on July 1, 2015. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Graham Holding Company [Member] | ||||
5,843,313 shares distributed at spin-off date, July 1, 2015, used to calculate basic and diluted net income per common share (in shares) | 5,843,313 | 5,843,313 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Additional Parent Company Investment (Deficit) [Member] | Treasury Stock [Member] | Total |
Balance (in shares) at Dec. 31, 2014 | 5,843,313 | |||||
Balance at Dec. 31, 2014 | $ 58 | $ 1,325,919 | $ (472,689) | $ 853,288 | ||
Net income | 43,544 | 43,544 | ||||
Dividends paid to GHC | $ (450,000) | (450,000) | ||||
Net transfers to GHC | $ (32,795) | (32,795) | ||||
Balance (in shares) at Jun. 30, 2015 | 5,843,313 | |||||
Balance at Jun. 30, 2015 | $ 58 | $ 919,463 | (505,484) | 414,037 | ||
Balance (in shares) at Dec. 31, 2014 | 5,843,313 | |||||
Balance at Dec. 31, 2014 | $ 58 | 1,325,919 | $ (472,689) | 853,288 | ||
Net income | 62,956 | |||||
Net transfers to GHC | (32,795) | |||||
Balance (in shares) at Sep. 30, 2015 | 5,843,313 | |||||
Balance at Sep. 30, 2015 | $ 59 | $ 2,053 | 434,009 | $ (5,932) | $ 430,189 | |
Reclassification of Additional GHC investment (deficit) in connection with spin-off | (505,484) | $ 505,484 | ||||
Balance (in shares) at Jun. 30, 2015 | 5,843,313 | |||||
Balance at Jun. 30, 2015 | $ 58 | 919,463 | $ (505,484) | $ 414,037 | ||
Net income | 19,412 | 19,412 | ||||
Balance (in shares) at Sep. 30, 2015 | 5,843,313 | |||||
Balance at Sep. 30, 2015 | $ 59 | $ 2,053 | $ 434,009 | $ (5,932) | 430,189 | |
Stock-based compensation (in shares) | 36,612 | |||||
Stock-based compensation | $ 1 | $ 2,053 | 2,054 | |||
Forfeiture of restricted stock (in shares) | (4,232) | |||||
Repurchase of common stock (in shares) | (14,203) | |||||
Repurchase of common stock | $ (5,932) | (5,932) | ||||
Other | $ (618) | $ (618) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 62,956 | $ 120,417 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 107,922 | 101,998 |
Equity-based compensation | 6,338 | 1,515 |
(Benefit) provision for deferred income taxes | (23,377) | 3,496 |
Net loss (gain) on sales of property, plant and equipment | $ 1,133 | (100) |
Net gain on sale of intangible assets | (75,249) | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | $ (676) | 5,627 |
Prepaid assets | (727) | (3,868) |
Accounts payable and accrued liabilities | 24,650 | $ (1,583) |
Income taxes payable | 15,348 | |
Deferred revenue | 855 | $ (572) |
Other assets and other liabilities | 305 | 276 |
Net cash provided by operating activities | 194,727 | 151,957 |
Cash flows from investing activities: | ||
Cash paid for property, plant and equipment | $ (103,402) | (131,082) |
Net proceeds from sales of intangible assets | 97,399 | |
Net proceeds from sales of property, plant and equipment | $ 300 | 623 |
Other | (40) | |
Net cash used in investing activities | $ (103,102) | (33,100) |
Cash flows from financing activities: | ||
Net transfers to GHC | (32,795) | $ (135,650) |
Proceeds from issuance of long-term debt, net of issuance costs | 541,114 | |
Payments of debt issue costs | (1,768) | |
Payments on long-term debt | (625) | |
Repurchase of common stock | (5,932) | |
Dividends paid to GHC | (450,000) | |
Cash overdraft | (4,141) | $ 16,579 |
Other | 618 | |
Net cash provided by (used in) financing activities | 46,471 | $ (119,071) |
Change in cash and cash equivalents | 138,096 | (214) |
Cash and cash equivalents, beginning of period | $ 6,410 | 6,238 |
Cash and cash equivalents, end of period | 6,024 | |
Supplemental cash flow disclosures: | ||
Cash paid for income taxes | $ 4,413 | $ 3,555 |
Non-cash activity: | ||
Equipment financed with capital lease | 305 | |
Capital expenditures in accounts payable | $ 4,471 | $ 24,321 |
Note 1 - Separation from Graham
Note 1 - Separation from Graham Holdings Company and Description of Business | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | 1. SEPARATION FROM GRAHAM HOLDINGS COMPANY AND DESCRIPTION OF BUSINESS On July 1, 2015, Cable One, Inc. (“Cable One”) became an independent company traded under the ticker symbol “CABO” on the New York Stock Exchange after completion of its spin-off from Graham Holdings Company (“GHC”). The spin-off was effected through the distribution by GHC of 100% of the outstanding shares of common stock of Cable One to GHC stockholders as of the record date for the distribution (the “spin-off”) in a pro rata dividend. In connection with the spin-off, approximately 5.84 million shares of Cable One’s common stock were issued and outstanding on July 1, 2015 at 12:01 am, based on approximately 0.96 million shares of GHC Class A Common Stock and 4.88 million shares of GHC Class B Common Stock outstanding as of June 30, 2015 . The financial statements included herein have been retroactively restated, including share and per share amounts, to reflect the effects of the spin-off. Cable One owns and operates cable systems that provide video, data and voice services to residential and commercial subscribers in 19 Midwestern, Western and Southern states of the United States of America. As of September 30, 2015, Cable One provided service to 380,807 video customers, 496,865 data customers and 130,775 voice customers. Unless otherwise stated or the context otherwise indicates, all references in this Quarterly Report to “Cable One,” “us,” “our,” “we” or the “Company” means Cable One, Inc. and its wholly owned subsidiary, Cable One VoIP LLC (the “Subsidiary”). References in this Quarterly Report to “GHC” refer to Graham Holdings Company. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation. Prior to the spin-off, the accompanying Condensed Consolidated Financial Statements were derived from the condensed consolidated financial statements and accounting records of GHC. These Condensed Consolidated Financial Statements were prepared solely to present the Company’s historical results of operations, financial position and cash flows for the periods prior to the spin-off as it was historically managed. The impact of transactions between the Company and GHC was included in these Condensed Consolidated Financial Statements and was considered to be effectively settled for cash in the Condensed Consolidated Financial Statements at the time the transaction was recorded. The total net effect of the settlement of these intercompany transactions was reflected in the Condensed Consolidated Statements of Cash Flows as a financing activity and in the Condensed Consolidated Balance Sheets as Additional GHC investment (deficit). The Company functioned as part of the larger group of subsidiary companies controlled by GHC prior to the spin-off, and accordingly, GHC provided certain support and overhead functions to the Company. These functions included finance, human resources, legal, information technology, general insurance, risk management and other corporate functions. The costs of such services were allocated to the Company based on the most relevant allocation methods to the service provided. Management believes such allocations were reasonable and were consistently applied; however, they may not have been indicative of the actual expense that would have been incurred had the Company been operating on a stand-alone basis. See Notes 10 and 13 for details on these allocations. Additionally, prior to the spin-off, the Company participated in a centralized approach to cash management and in financing its operations managed by GHC. Cash was transferred to GHC and GHC funded the Company’s operating and investing activities as needed. Accordingly, cash and cash equivalents at GHC were not allocated to the Company in the Condensed Consolidated Financial Statements. Cash transfers to and from GHC’s cash management accounts were included within net transfers to and from GHC in the Condensed Consolidated Statements of Stockholders’ Equity. GHC’s third-party debt, and the related interest expense, were not allocated to the Company for any of the periods presented as the Company was not the legal obligor on the debt and GHC borrowings were not directly attributable to the Company’s business. Prior to the spin-off, certain of the Company’s employees participated in defined benefit pension plans and incentive savings plans sponsored by GHC. For the employees that participated in such plans, the Company did not record an asset or liability to recognize the funded status of such plans in accordance with GAAP for multiemployer benefit plans. Prior to the spin-off, pension expense was allocated to the Company based on the actual participating employees in such plans and reported within operating and selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. See Note 10 for more information. During the periods presented, the Company’s income taxes have been prepared on a separate return basis as if the Company was a stand-alone entity. Prior to the spin-off, the Company’s operations were historically included in GHC’s consolidated U.S. Federal and state tax returns. The results from being included in the consolidated tax returns were included in Additional GHC investment (deficit). The Company did not maintain taxes payable to/from GHC and was deemed to settle the annual current tax balances immediately with the legal tax-paying entities in respective jurisdictions. These settlements were reflected as net transfer to/from GHC within Additional GHC investment (deficit). The Company’s results of operations for the three and nine months ended September 30, 2015 and 2014 may not be indicative of the Company’s future results. In addition, as the Company did not operate as a stand-alone entity prior to July 1, 2015, the Condensed Consolidated Financial Statements included herein may not necessarily be indicative of the Company’s future performance and may not necessarily reflect what its financial position, results of operations or cash flows would have been had it operated as a stand-alone entity during all of the periods presented. Principles of Consolidation. Use of Estimates in the Preparation of the Condensed Consolidated Financial Statements. Recently Adopted and Issued Accounting Pronouncements. In August 2014, the FASB issued new guidance that requires management to assess the Company’s ability to continue as a going concern and to provide related disclosures in certain circumstances. This guidance is effective for interim and fiscal years ending after December 15, 2016, with early adoption permitted. The Company does not expect this guidance to have an impact on its financial statements. In April 2015, the FASB issued new guidance to simplify the presentation of debt issuance costs. This guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this guidance. The new guidance should be applied on a full retrospective basis to all periods presented. This guidance is effective for interim and fiscal years beginning after December 15, 2015, with early adoption permitted. In accordance with the provisions of the update, the Company plans to continue to amortize debt issuance costs currently carried as a long-term asset and it will evaluate the financial statement impacts upon adoption. In September 2015, the FASB issued new guidance that requires that an acquirer retrospectively adjust provisional amounts reflected in its financial statements arising from a business combination during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the guidance requires that the acquirer reflect adjustments to provisional amounts that are identified during the measurement period in the financial statements for the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the adjustment had been completed at the acquisition date. In addition, an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This guidance is effective for fiscal years beginning after December 15, 2016 and interim periods within fiscal years beginning after December 15, 2017. The amendments in this guidance should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this guidance, with earlier application permitted. The Company does not expect this guidance to have an impact on its financial statements unless an acquisition is made. |
Note 3 - Revenues
Note 3 - Revenues | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Revenue Disclosure [Text Block] | 3. REVENUES The Company’s revenues by product line were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Residential Video $ 81,209 $ 87,188 $ 254,764 $ 276,751 Data 73,074 66,296 216,610 197,501 Voice 11,950 15,150 37,469 47,266 Business services 22,436 19,479 65,466 56,328 Advertising sales 7,271 8,631 22,164 25,651 Other 2,275 2,943 7,349 9,847 Total revenues $ 198,215 $ 199,687 $ 603,822 $ 613,344 The amount of franchise fees recorded on a gross basis was $3.7 million and $4.0 million for the three months ended September 30, 2015 and 2014, respectively, and $11.9 million and $12.9 million for the nine months ended September 30, 2015 and 2014, respectively. |
Note 4 - Property, Plant and Eq
Note 4 - Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 4. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following (in thousands): September 30, December 31, 2015 2014 Cable distribution systems $ 1,354,822 $ 1,309,475 Customer premise equipment 280,558 270,785 Other equipment and fixtures 311,752 294,847 Buildings and leasehold improvements 84,829 77,721 Capitalized software 72,555 66,567 Construction in progress 55,835 50,816 Land 9,508 9,470 $ 2,169,859 $ 2,079,681 Less accumulated depreciation (1,563,638 ) (1,463,451 ) $ 606,221 $ 616,230 Depreciation expense was $36.0 million and $34.4 million for the three months ended September 30, 2015 and 2014, respectively, and $107.8 million and $102.0 million for the nine months ended September 30, 2015 and 2014, respectively. |
Note 5 - Goodwill and Intangibl
Note 5 - Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 5. GOODWILL AND INTANGIBLE ASSETS The carrying amount of goodwill at September 30, 2015 and December 31, 2014 was $85.5 million. Historically, the Company has not recorded any impairment of goodwill. Intangible assets consisted of the following (in thousands): September 30, 2015 Useful Gross Net Life Carrying Accumulated Carrying Range (years) Amount Amortization Amount Amortized Intangible Assets Cable franchise renewals and access rights 1 - 25 4,122 3,628 494 $ 4,122 $ 3,628 $ 494 Indefinite-Lived Intangible Assets Franchise agreements $ 496,321 December 31, 2014 Useful Gross Net Life Carrying Accumulated Carrying Range (years) Amount Amortization Amount Amortized Intangible Assets Customer relationships 4 $ 6,526 $ 6,526 $ - Cable franchise renewals and access rights 1 - 25 4,107 3,536 571 $ 10,633 $ 10,062 $ 571 Indefinite-Lived Intangible Assets Franchise agreements $ 496,321 Amortization of intangible assets was $0.04 million and $0.05 million for the three months ended September 30, 2015 and 2014, respectively, and $0.1 million for each of the nine months ended September 30, 2015 and 2014. Amortization of intangible assets is estimated to be approximately $0.1 million in each of the next five years through 2019 and $0.05 million thereafter. During the quarter ended September 30, 2015, the Company wrote-off the fully amortized customer relationships. |
Note 6 - Long-Term Debt
Note 6 - Long-Term Debt | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | 6. LONG-TERM DEBT 5.750% Senior Unsecured Notes Due 2022. The Notes have not been, and will not be, registered under the Securities Act of 1933 (as amended, the “Securities Act”), or the securities laws of any state or other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. The Notes were offered in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes were issued pursuant to an indenture (the “Indenture”), dated as of June 17, 2015, among the Company, the Guarantors (as defined below) and the Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Notes mature on June 15, 2022 and bear interest at a rate of 5.750% per year. Interest on the Notes is payable on June 15 and December 15 of each year, beginning on December 15, 2015. The Notes are jointly and severally guaranteed (the “Guarantees”) on a senior unsecured basis by each of the Company’s existing and future domestic subsidiaries that initially guaranteed (the “Guarantors”) the Senior Credit Facilities (as defined below). The Notes are unsecured and senior obligations of the Company. The Guarantees are unsecured and senior obligations of the Guarantors. At the option of the Company, the Notes are redeemable, in whole or in part, at any time prior to June 15, 2018 at a price equal to 100% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the redemption date plus a “make-whole” premium. The Company may also redeem the Notes, in whole or in part, at any time on or after June 15, 2018 at the redemption prices specified in the Indenture, plus accrued and unpaid interest, if any, to (but excluding) the redemption date. Additionally, at any time prior to June 15, 2018, the Company may redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds from certain equity offerings at a price equal to 105.750% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Indenture includes certain covenants relating to debt incurrence, liens, restricted payments, assets sales and transactions with affiliates, changes in control and mergers or sales of all or substantially all of the Company’s assets. The Indenture also provides for customary events of default (subject, in certain cases, to customary grace periods), which include nonpayment on the Notes, breach of covenants in the Indenture, payment defaults or acceleration of other indebtedness over a specified threshold, failure to pay certain judgments over a specified threshold and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the Trustee under the Indenture or holders of at least 25% of the aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on the then outstanding Notes to be due and payable immediately. Senior Credit Facilities Due 2020. The obligations under the Senior Credit Facilities are obligations of the Company and are guaranteed by the Subsidiary. The obligations under the Senior Credit Facilities are secured, subject to certain exceptions, by substantially all of the assets of the Company and the Subsidiary. Borrowings under the Senior Credit Facilities bear interest, at the Company’s option, at a rate per annum determined by reference to either the London Interbank Offered Rate (“LIBOR”) or an adjusted base rate, in each case plus an applicable interest rate margin. The applicable interest rate margin with respect to LIBOR borrowings is a rate per annum between 1.50% and 2.25% and the applicable interest rate margin with respect to adjusted base rate borrowings is a rate per annum between 0.50% and 1.25%, in each case determined on a quarterly basis by reference to a pricing grid based upon the Company’s total net leverage ratio. As of September 30, 2015, borrowings under the Senior Credit Facilities bear interest at LIBOR plus 1.50% per annum or at the adjusted base rate plus 0.50%. In addition, the Company is required to pay commitment fees on any unused portion of the Revolving Credit Facility at a rate between 0.25% per annum and 0.40% per annum, determined by reference to the pricing grid. As of September 30, 2015, the commitment fee accrues at a rate of 0.25% per annum. The Senior Credit Facilities may be prepaid at any time without premium. The Term Loan Facility amortizes in equal quarterly installments at a rate of 2.5% per annum in the first year after funding, 5.0% per annum in the second year after funding, 7.5% per annum in the third year after funding, 10.0% per annum in the fourth year after funding and 15.0% per annum in the fifth year after funding, with the outstanding balance of the Term Loan Facility to be paid on the fifth anniversary of funding. Borrowings under the Revolving Credit Facility are subject to the satisfaction of customary conditions, including the accuracy of representations and warranties and the absence of defaults. The Company may, subject to the terms and conditions of the Credit Agreement, obtain additional credit facilities of up to $300 million under the Credit Agreement pursuant to an uncommitted incremental facility. The Credit Agreement contains 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 Credit Agreement also requires the Company to maintain specified ratios of total net leverage and first lien net leverage to consolidated operating cash flow. The Credit Agreement also contains 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 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. As of September 30, 2015, the future maturities of long-term debt were as follows (in thousands): Years Ending December 31: Amount 2015 $ 625 2016 3,750 2017 6,250 2018 8,750 2019 12,500 Thereafter 517,805 Total $ 549,680 |
Note 7 - Fair Value Measurement
Note 7 - Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 7. FAIR VALUE MEASUREMENTS The Company’s deferred compensation liabilities were $18.3 million and $19.1 million at September 30, 2015 and December 31, 2014, respectively. These liabilities are included in Accrued compensation and related benefits in the Condensed Consolidated Balance Sheets. These liabilities represent the market value of a participant’s balance in a notional investment account that is comprised primarily of mutual funds, which is based on observable market prices. However, since the deferred compensation obligations are not exchanged in an active market, they are classified as Level 2 in the fair value hierarchy. Realized and unrealized gains (losses) on deferred compensation are included in operating income. The carrying amounts and fair values of the Company’s long-term debt, including current portion, money market and commercial paper investments as of September 30, 2015 were as follows (in thousands): September 30, 2015 Carrying Fair Amount Value Assets: $ 27,832 $ 27,832 Commercial paper 108,500 108,431 Long-term debt, including current portion Notes $ 450,000 $ 443,250 Term Loan $ 99,375 $ 99,375 The fair value of the Notes was estimated based on market prices in active markets (Level 2). The fair value of the Term Loan was estimated based on discounting the remaining principal and interest payments using current market rates for similar debt (Level 2). Money market investments are included in cash and cash equivalents in the Condensed Consolidated Balance Sheets. The Company’s commercial paper investments with original maturities of 90 days or less are also included in cash and cash equivalents. These investments are primarily held in U.S. Treasury securities and registered money market funds. These investments were valued using a market approach based on the quoted market prices of the commercial paper (Level 1), or inputs that include quoted market prices for investments similar to the money market investments (Level 2). |
Note 8 - Treasury Stock
Note 8 - Treasury Stock | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Treasury Stock [Text Block] | 8. TREASURY STOCK On July 1, 2015, the Company’s board of directors (the “Board”) authorized up to $250 million of share repurchases (subject to a total cap of 600,000 shares of Company common stock). Purchases under the stock repurchase program may be made from time to time on the open market and in privately negotiated transactions. The size and timing of these purchases will be based on a number of factors, including price and business and market conditions. As of September 30, 2015, the Company repurchased 14,203 shares at an aggregate cost of $5.9 million. |
Note 9 - Equity-based Compensat
Note 9 - Equity-based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 9 . EQUITY-BASED COMPENSATION Through June 30, 2015, certain of the Company’s employees participated in an equity-based incentive compensation plan maintained by GHC for the benefit of certain officers, directors and employees. Equity-based awards issued to employees included non-qualified stock options and restricted stock awards. These compensation costs are recognized within selling, general and administrative expenses. Adoption of Certain Compensation and Benefit Plans. The 2015 Plan is 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 and employees of the Company and its affiliates are eligible to be granted one or more of the following types of awards under the 2015 Plan: (1) incentive stock options, (2) non-qualified stock options, (3) restricted stock awards, (4) stock appreciation rights (“SARs”), (5) restricted stock units (“RSUs”), (6) cash-based awards, (7) performance-based awards, (8) dividend equivalent rights and (9) other stock-based awards, including, without limitation, performance stock units and deferred stock units. The 2015 Plan includes the authority to grant awards that are intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended. Unless the 2015 Plan is sooner terminated by the Board, no awards may be granted under the 2015 Plan after the tenth anniversary of its effective date. The 2015 Plan provides that, subject to certain adjustments for certain corporate events, the maximum number of shares of Company common stock that may be issued under the 2015 Plan is equal to 600,000, and no more than 400,000 shares may be issued pursuant to incentive stock options. Restricted Stock Awards. The Replacement Shares totaled 9,682 and the Staking Shares totaled 26,930, for a total of 36,612 Restricted Shares. The grant date for each grant was July 8, 2015 and the closing price of Company common stock on that date was $380.50. The total value of the Restricted Shares at grant date was $13.9 million. On August 4, 2015, the Board approved compensation arrangements for its non-employee directors (the “Director Compensation Program”) under the 2015 Plan. The Director Compensation Program provides that each non-employee director is entitled to an annual retainer of $150,000 (the “Base Retainer”), plus an additional annual retainer of $15,000 for each non-employee director who serves as a committee chair or as lead independent director (the “Additional Retainer”). Each such retainer will be provided in the form of RSUs. Such RSUs will generally be granted on the date of the Company’s annual stockholders’ meeting and will vest on the first anniversary of 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 such settlement until his or her separation from service from the Board. Notwithstanding the foregoing, such RSUs will vest, and be settled, upon a change of control of the Company. A total of 3,125 RSUs were granted to non-employee directors in respect of 2015 service on August 4, 2015. The closing price per share of underlying Company common stock was $414.62 on the grant date. The total value of the RSUs at the grant date was approximately $1.3 million. The RSUs are scheduled to vest on the date of the Company’s first annual stockholders’ meeting on or around May 2016, subject to the service-based vesting conditions and settlement dates described above. The Restricted Shares and RSUs are collectively referred to as “restricted stock”, and a summary of the restricted stock is as follows: Weighted Average Grant Date Restricted Fair Value Stock Per Share Unvested as of January 1, 2015 - $ - Granted 39,737 $ 383.18 Unvested as of September 30, 2015 39,737 Compensation expense associated with unvested restricted stock is recognized on a straight-line basis over the vesting period. The expense recognized each period is dependent upon our estimate of the number of shares that will ultimately vest. Stock-based compensation expense for restricted stock was $1.8 million for each of the three and nine months ended September 30, 2015. At September 30, 2015, there was $13.4 million of unrecognized compensation expense related to restricted stock, which is expected to be recognized over a weighted average period of 1.9 years. Stock Appreciation Rights. The SARs are subject to the terms and conditions of the 2015 Plan and will otherwise be subject to the terms and conditions of the applicable award agreement. A summary of SAR activity is as follows: Weighted Weighted Weighted Average Stock Average Average Aggregate Remaining Appreciation Exercise Fair Intrinsic Contractual Rights Price Value Value Term (in years) Outstanding as of December 31, 2014 - $ - $ - Granted 135,600 422.31 87.22 Cancelled - - - Exercised - - - Outstanding as of September 30, 2015 135,600 $ 422.31 $ 87.22 $ - 9.9 Vested and exercisable as of September 30, 2015 - $ - $ - $ - - The fair value of the SARs was measured based on the Black-Scholes model. The inputs used in the fair value measurement for 2015 were as follows: 2015 Expected volatility 24.0 % Risk-free interest rate 1.75 % Expected term (in years) 6.25 Expected dividend yield 1.45 % Compensation expense associated with unvested SARs is recognized on a straight-line basis over the vesting period. The expense recognized each period is dependent upon our estimate of the number of shares that will ultimately vest. Stock-based compensation expense for these SARs was $0.2 million for each of the three and nine months ended September 30, 2015. At September 30, 2015, there was $11.6 million of unrecognized compensation expense related to the SARs, which is expected to be recognized over a weighted average period of 2.4 years. The Black-Scholes model used to estimate the fair value of our SARs requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected volatility of the price of our common stock, risk-free interest rates, the expected term of the SAR and the expected dividend yield of our common stock. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, our stock-based compensation expense could be materially different in the future. These assumptions are estimated as follows: • Fair Value of Our Common Stock — Our common stock is valued by reference to the publicly-traded price of our common stock. • Expected Volatility — Prior to the spin-off, we did not have a history of market prices for our common stock and since the spin-off, we do not have what we consider a sufficiently active and readily traded market for our common stock to use historical market prices for our common stock to estimate volatility. Accordingly, we estimate the expected stock price volatility for our common stock by using leverage-adjusted average volatilities of industry peers based on daily price observations over a period equivalent to the expected term of the SAR grants. Industry peers consist of other public companies in the cable, satellite, and integrated telecommunication services industry similar in size, stage of life cycle and financial leverage. We intend to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of our own common stock share price becomes available. • Risk-Free Interest Rate — The risk-free interest rate assumption is based on observed interest rates appropriate for the expected terms of our awards. The risk-free interest rate assumption is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the SARs for each SAR group. • Expected Term — The expected term represents the period that our stock-based awards are expected to be outstanding. Prior to the spin-off, we did not have stock-based awards specific to Cable One and therefore did not have a history of the period that our stock-based awards are expected to be outstanding. Accordingly, the expected terms of the awards are based on a simplified method which defines the term as the average of the contractual term of the SARs and the weighted-average vesting period for all open tranches. • Expected Dividend Yield — We expect to pay a dividend in the future and, as such, the expected dividend yield rate used in the valuation is 1.45%. In addition to the assumptions used in the Black-Scholes model, the amount of SAR expense we recognize in our Condensed Consolidated Statements of Operations includes an estimate of SAR forfeitures. We estimate our forfeiture rate based on an analysis of our actual forfeitures and will continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover and other factors. Changes in the estimated forfeiture rate can have a significant impact on our stock-based compensation expense as the cumulative effect of adjusting the rate is recognized in the period the forfeiture estimate is changed. If a revised forfeiture rate is higher than the previously estimated forfeiture rate, an adjustment is made that will result in a decrease to the stock-based compensation expense recognized in the Condensed Consolidated Financial Statements. If a revised forfeiture rate is lower than the previously estimated forfeiture rate, an adjustment is made that will result in an increase to the stock-based compensation expense recognized in our Condensed Consolidated Financial Statements. Compensation Expense Also, in connection with the spin-off, GHC modified the terms of 10,830 restricted stock awards in the second quarter of 2015 affecting 21 Cable One employees. The modification resulted in the acceleration of the vesting period of 6,324 restricted stock awards and the forfeiture of 4,506 restricted stock awards. The Company recorded incremental stock compensation expense, net of forfeitures, during the nine months ended September 30, 2015 amounting to $3.7 million, which is included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. |
Note 10 - Postemployment Benefi
Note 10 - Postemployment Benefit Plans, Pre-Spin | 9 Months Ended |
Sep. 30, 2015 | |
Postemployment Benefit Plans, Pre-Spin [Member] | |
Notes to Financial Statements | |
Postemployment Benefits Disclosure [Text Block] | 10 . POSTEMPLOYMENT BENEFIT PLANS , PRE-SPIN Multiemployer Benefit Plans. As of June 30, 2015 and December 31, 2014, the GHC Retirement Plan was fully funded and is not in critical or endangered status as currently defined by the Pension Protection Act of 2006. The GHC SERP is unfunded. Multiemployer Savings Plans. |
Note 11 - Postemployment Benefi
Note 11 - Postemployment Benefit Plans, Post-Spin | 9 Months Ended |
Sep. 30, 2015 | |
Postemployment Benefit Plans, Post-Spin [Member] | |
Notes to Financial Statements | |
Postemployment Benefits Disclosure [Text Block] | 11. POSTEMPLOYMENT BENEFIT PLANS, POST-SPIN As a condition of the spin-off, the Company assumed full financial and reporting responsibility for the postemployment benefit plans offered to eligible employees, other than the GHC Retirement Plan. The accumulated benefits of Company employees participating in GHC sponsored multiemployer benefit and/or savings plans other than the GHC Retirement Plan were transferred into corresponding Cable One sponsored plans. After the spin-off, GHC will continue to administer the GHC Retirement Plan, including making payments under the plan, with respect to current and former Company employees with vested rights thereunder. On June 5, 2015, the Board adopted the Cable One, Inc. Supplemental Executive Retirement Plan (the “SERP”), which became effective as of July 1, 2015. The defined benefit portion of the SERP, or “DB SERP,” is intended to constitute an unfunded program maintained primarily for the purpose of providing deferred compensation for a select group of management consistent with the requirements of Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Currently the DB SERP provides supplemental retirement income to three executives of the Company. Upon the spin-off, under the DB SERP, a $4.1 million long-term liability was transferred from GHC to Cable One representing the accumulated benefits of the three participants in the DB SERP. The DB SERP is fully funded by the Company and the Company does not hold any investments for the benefit of the DB SERP. The Company uses a measurement date of December 31 for the DB SERP. The Company’s CEO, President, and one other executive participate in the DB SERP. The Company measured the defined benefits in this plan as of June 30, 2015, as follows (in thousands): Measurement Consideration Executive 1 Executive 2 Executive 3 Total SERP and Qualified Plan Annual Benefit 1 $ 441.5 $ 16.7 $ 21.0 Qualified Plan Annual Benefit 1,2 75.0 8.5 11.8 6/30/2015 Net Vested Nonqualified Annual Benefit 3 366.5 - - 12/31/1995 Net Vested Nonqualified Annual Benefit 4 30.6 - - Net Vested Nonqualified Annual Benefit 3 335.9 8.2 9.2 Present Value of Increase at 6/30/2015 Nonqualified Benefit 5 3,533.4 44.2 38.3 Benefits payable beginning 5/1/2016 11/1/2027 10/1/2030 1 2 3 4 5 The Company recorded $0.1 million in DB SERP expense for the three months ended September 30, 2015. The DB SERP long-term liability is $4.2 million as of September 30, 2015. On June 5, 2015, the Board also adopted the Cable One Inc. 401(k) Savings Plan (the “401(k) Plan”). The 401(k) Plan allows for eligible employees to contribute a portion of their salary to the 401(k) Plan, and in some cases, a matching contribution to the 401(k) Plan is made by the Company. The Company recorded matching contributions to the 401(k) Plan of $0.5 million for the three months ended September 30, 2015. The 401(k) Plan provides non-discretionary matching contributions up to 5% of an employee’s eligible compensation up to the salary limitation applicable to tax-qualified plans ($265,000 in 2015). Participants are immediately vested in the Company matching contributions. The Company also maintains the defined contribution portion of the SERP for the benefit of certain highly compensated executives (the “DC SERP”). The DC SERP provides key executives with tax-deferred accruals of amounts proportionate to the benefits available to non-highly compensated participants in the 401(k) Plan, to the extent that benefits exceed those under the sponsored basic plans because of the tax law limitations ($53,000 in 2015). Among the benefits provided under the DC SERP is a supplemental defined contribution plan benefit wherein the Company provides a matching contribution percentage up to 3% of the participating executive’s base salary in excess of the annual compensation limit applied to qualified plan benefits ($265,000 in 2015). The executive is required to defer compensation to the DC SERP savings plan in order to receive the applicable matching Company credit each year. Amounts deferred under the DC SERP are payable on the first day of the seventh month following termination of service. The Company recorded matching contributions to the DC SERP of less than $0.1 million for the three months ended September 30, 2015. In addition to the advent of the post-spin postemployment plans described above, the Company has (prior to the spin-off) and may continue to enter into arrangements with certain current and former executives and officers of the Company who desire to defer all or a portion of their annual cash-based incentives under the Cable One, Inc. Deferred Compensation Plan. Upon execution of the agreements the Company transfers the deferred incentive to a long-term liability. Market-based gains and losses are applied to the respective outstanding balances at each reporting period such that market-based period gains represent additional compensation expense to the Company and market-based losses represent a reduction of compensation expense. The Company recorded a gain of $0.5 million and a loss of $0.7 million for the three months ended September 30, 2015 and 2014, respectively, and a gain of $1.1 million and loss of $1.4 million for the nine months ended September 30, 2015 and 2014, respectively. The total deferred compensation balance as of September 30, 2015 and December 31, 2014 was $18.3 million and $19.7 million, respectively. In 1999, the Company’s CEO (Thomas Might) was granted a special deferred compensation award in recognition of his extraordinary efforts in growing Cable One. Annual payouts under this arrangement will commence when Mr. Might turns age 65 or, if later, when he separates service with Cable One. If the award is deferred beyond Mr. Might’s 65th birthday due to his continued employment with the Cable One, the base amounts will begin accruing interest on May 1, 2016 at an annual rate corresponding to the applicable rate for 12-month U.S. treasury bills (set at each anniversary and carried forward), credited and compounded on an annual basis. The award may be payable in installments upon mutual agreement of Cable One and Mr. Might, not to extend beyond a ten-year period, however, in the event of Mr. Might’s death after his 65th birthday, all amounts due will be payable in a lump sum within 60 days. No amounts were paid to Mr. Might in 2015 in respect of this arrangement. As of September 30, 2015, the Company had an accrued liability of $1.9 million for this special deferred compensation, which is included within the Accrued compensation and related benefits line item on the Condensed Consolidated Balance Sheets. |
Note 12 - Net Income Per Share
Note 12 - Net Income Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 12 . NET INCOME PER SHARE Basic net income per common share is computed by dividing the net income allocable to the common stockholders by the weighted average number of common shares outstanding during the period. Diluted income per share further includes any common shares available to be issued upon exercise of outstanding SARs if such inclusion would be dilutive. The following table sets forth the computation of basic and diluted net income per common share (dollars in thousands, except share and per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Historical net income per share - Basic Numerator: Net income $ 19,412 $ 69,205 $ 62,956 $ 120,417 Denominator: Weighted average common shares outstanding 5,871,928 5,843,313 5,852,956 5,843,313 Basic net income per common share $ 3.31 $ 11.84 $ 10.76 $ 20.61 Historical net income per share - Diluted Numerator: Net income $ 19,412 $ 69,205 $ 62,956 $ 120,417 Denominator: Weighted average common shares outstanding 5,871,928 5,843,313 5,852,956 5,843,313 Effect of dilutive SARs 1 3,660 - 1,220 - Weighted average common shares outstanding 5,875,588 5,843,313 5,854,176 5,843,313 Diluted net income per common share $ 3.30 $ 11.84 $ 10.75 $ 20.61 1 |
Note 13 - Related Party Transac
Note 13 - Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure and Parent Company Equity [Text Block] | 13 . RELATED PARTY TRANSACTIONS Allocation of expenses. These expense allocations were determined on the basis that both the Company and GHC considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Company. The allocations may not, however, have reflected the expense the Company would have incurred as an independent company for the periods prior to the spin-off. Actual costs that may have been incurred if the Company had been a stand-alone company would depend on a number of factors, including the chosen organizational structure and certain strategic decisions. Additional GHC Investment (Deficit). The components of net transfers to GHC were as follows (in thousands): For the Nine For the Twelve Months Ended Months Ended September 30, 2015 December 31, 2014 Net change in current income tax accounts $ (39,083 ) $ 85,071 Allocation of overhead and other expenses from GHC 5,800 12,671 Net advances to GHC 488 (227,022 ) Total net transfers to GHC $ (32,795 ) $ (129,280 ) |
Note 14 - Commitments and Conti
Note 14 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 14 . COMMITMENTS AND CONTINGENCIES Litigation and Legal Matters. Regulation in the Cable Industry. GHC Agreements. |
Note 15 - Subsequent Events
Note 15 - Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 1 5 . SUBSEQUENT EVENTS On November 3, 2015, the Board approved a quarterly dividend of $1.50 per share of common stock, which will be payable to holders of record as of November 17, 2015 during the fourth quarter. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation. Prior to the spin-off, the accompanying Condensed Consolidated Financial Statements were derived from the condensed consolidated financial statements and accounting records of GHC. These Condensed Consolidated Financial Statements were prepared solely to present the Company’s historical results of operations, financial position and cash flows for the periods prior to the spin-off as it was historically managed. The impact of transactions between the Company and GHC was included in these Condensed Consolidated Financial Statements and was considered to be effectively settled for cash in the Condensed Consolidated Financial Statements at the time the transaction was recorded. The total net effect of the settlement of these intercompany transactions was reflected in the Condensed Consolidated Statements of Cash Flows as a financing activity and in the Condensed Consolidated Balance Sheets as Additional GHC investment (deficit). The Company functioned as part of the larger group of subsidiary companies controlled by GHC prior to the spin-off, and accordingly, GHC provided certain support and overhead functions to the Company. These functions included finance, human resources, legal, information technology, general insurance, risk management and other corporate functions. The costs of such services were allocated to the Company based on the most relevant allocation methods to the service provided. Management believes such allocations were reasonable and were consistently applied; however, they may not have been indicative of the actual expense that would have been incurred had the Company been operating on a stand-alone basis. See Notes 10 and 13 for details on these allocations. Additionally, prior to the spin-off, the Company participated in a centralized approach to cash management and in financing its operations managed by GHC. Cash was transferred to GHC and GHC funded the Company’s operating and investing activities as needed. Accordingly, cash and cash equivalents at GHC were not allocated to the Company in the Condensed Consolidated Financial Statements. Cash transfers to and from GHC’s cash management accounts were included within net transfers to and from GHC in the Condensed Consolidated Statements of Stockholders’ Equity. GHC’s third-party debt, and the related interest expense, were not allocated to the Company for any of the periods presented as the Company was not the legal obligor on the debt and GHC borrowings were not directly attributable to the Company’s business. Prior to the spin-off, certain of the Company’s employees participated in defined benefit pension plans and incentive savings plans sponsored by GHC. For the employees that participated in such plans, the Company did not record an asset or liability to recognize the funded status of such plans in accordance with GAAP for multiemployer benefit plans. Prior to the spin-off, pension expense was allocated to the Company based on the actual participating employees in such plans and reported within operating and selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. See Note 10 for more information. During the periods presented, the Company’s income taxes have been prepared on a separate return basis as if the Company was a stand-alone entity. Prior to the spin-off, the Company’s operations were historically included in GHC’s consolidated U.S. Federal and state tax returns. The results from being included in the consolidated tax returns were included in Additional GHC investment (deficit). The Company did not maintain taxes payable to/from GHC and was deemed to settle the annual current tax balances immediately with the legal tax-paying entities in respective jurisdictions. These settlements were reflected as net transfer to/from GHC within Additional GHC investment (deficit). The Company’s results of operations for the three and nine months ended September 30, 2015 and 2014 may not be indicative of the Company’s future results. In addition, as the Company did not operate as a stand-alone entity prior to July 1, 2015, the Condensed Consolidated Financial Statements included herein may not necessarily be indicative of the Company’s future performance and may not necessarily reflect what its financial position, results of operations or cash flows would have been had it operated as a stand-alone entity during all of the periods presented. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates in the Preparation of the Condensed Consolidated Financial Statements. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted and Issued Accounting Pronouncements. In August 2014, the FASB issued new guidance that requires management to assess the Company’s ability to continue as a going concern and to provide related disclosures in certain circumstances. This guidance is effective for interim and fiscal years ending after December 15, 2016, with early adoption permitted. The Company does not expect this guidance to have an impact on its financial statements. In April 2015, the FASB issued new guidance to simplify the presentation of debt issuance costs. This guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this guidance. The new guidance should be applied on a full retrospective basis to all periods presented. This guidance is effective for interim and fiscal years beginning after December 15, 2015, with early adoption permitted. In accordance with the provisions of the update, the Company plans to continue to amortize debt issuance costs currently carried as a long-term asset and it will evaluate the financial statement impacts upon adoption. In September 2015, the FASB issued new guidance that requires that an acquirer retrospectively adjust provisional amounts reflected in its financial statements arising from a business combination during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the guidance requires that the acquirer reflect adjustments to provisional amounts that are identified during the measurement period in the financial statements for the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the adjustment had been completed at the acquisition date. In addition, an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This guidance is effective for fiscal years beginning after December 15, 2016 and interim periods within fiscal years beginning after December 15, 2017. The amendments in this guidance should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this guidance, with earlier application permitted. The Company does not expect this guidance to have an impact on its financial statements unless an acquisition is made. |
Note 3 - Revenues (Tables)
Note 3 - Revenues (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Revenue from External Customers by Products and Services [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Residential Video $ 81,209 $ 87,188 $ 254,764 $ 276,751 Data 73,074 66,296 216,610 197,501 Voice 11,950 15,150 37,469 47,266 Business services 22,436 19,479 65,466 56,328 Advertising sales 7,271 8,631 22,164 25,651 Other 2,275 2,943 7,349 9,847 Total revenues $ 198,215 $ 199,687 $ 603,822 $ 613,344 |
Note 4 - Property, Plant and 25
Note 4 - Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | September 30, December 31, 2015 2014 Cable distribution systems $ 1,354,822 $ 1,309,475 Customer premise equipment 280,558 270,785 Other equipment and fixtures 311,752 294,847 Buildings and leasehold improvements 84,829 77,721 Capitalized software 72,555 66,567 Construction in progress 55,835 50,816 Land 9,508 9,470 $ 2,169,859 $ 2,079,681 Less accumulated depreciation (1,563,638 ) (1,463,451 ) $ 606,221 $ 616,230 |
Note 5 - Goodwill and Intangi26
Note 5 - Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | September 30, 2015 Useful Gross Net Life Carrying Accumulated Carrying Range (years) Amount Amortization Amount Amortized Intangible Assets Cable franchise renewals and access rights 1 - 25 4,122 3,628 494 $ 4,122 $ 3,628 $ 494 Indefinite-Lived Intangible Assets Franchise agreements $ 496,321 December 31, 2014 Useful Gross Net Life Carrying Accumulated Carrying Range (years) Amount Amortization Amount Amortized Intangible Assets Customer relationships 4 $ 6,526 $ 6,526 $ - Cable franchise renewals and access rights 1 - 25 4,107 3,536 571 $ 10,633 $ 10,062 $ 571 Indefinite-Lived Intangible Assets Franchise agreements $ 496,321 |
Note 6 - Long-Term Debt (Tables
Note 6 - Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Maturities of Long-term Debt [Table Text Block] | Years Ending December 31: Amount 2015 $ 625 2016 3,750 2017 6,250 2018 8,750 2019 12,500 Thereafter 517,805 Total $ 549,680 |
Note 7 - Fair Value Measureme28
Note 7 - Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Fair Value Inputs, Assets, Quantitative Information [Table Text Block] | September 30, 2015 Carrying Fair Amount Value Assets: $ 27,832 $ 27,832 Commercial paper 108,500 108,431 Long-term debt, including current portion Notes $ 450,000 $ 443,250 Term Loan $ 99,375 $ 99,375 |
Note 9 - Equity-based Compens29
Note 9 - Equity-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stock Appreciation Rights (SARs) [Member] | |
Notes Tables | |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block] | 2015 Expected volatility 24.0 % Risk-free interest rate 1.75 % Expected term (in years) 6.25 Expected dividend yield 1.45 % |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Weighted Average Grant Date Restricted Fair Value Stock Per Share Unvested as of January 1, 2015 - $ - Granted 39,737 $ 383.18 Unvested as of September 30, 2015 39,737 |
Schedule of Share-based Compensation, Stock Appreciation Rights Award Activity [Table Text Block] | Weighted Weighted Weighted Average Stock Average Average Aggregate Remaining Appreciation Exercise Fair Intrinsic Contractual Rights Price Value Value Term (in years) Outstanding as of December 31, 2014 - $ - $ - Granted 135,600 422.31 87.22 Cancelled - - - Exercised - - - Outstanding as of September 30, 2015 135,600 $ 422.31 $ 87.22 $ - 9.9 Vested and exercisable as of September 30, 2015 - $ - $ - $ - - |
Note 11 - Postemployment Bene30
Note 11 - Postemployment Benefit Plans, Post-Spin (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Defined Benefit Supplemental Executive Retirement Plan [Member] | |
Notes Tables | |
Schedule of Defined Benefit Plans Disclosures [Table Text Block] | Measurement Consideration Executive 1 Executive 2 Executive 3 Total SERP and Qualified Plan Annual Benefit 1 $ 441.5 $ 16.7 $ 21.0 Qualified Plan Annual Benefit 1,2 75.0 8.5 11.8 6/30/2015 Net Vested Nonqualified Annual Benefit 3 366.5 - - 12/31/1995 Net Vested Nonqualified Annual Benefit 4 30.6 - - Net Vested Nonqualified Annual Benefit 3 335.9 8.2 9.2 Present Value of Increase at 6/30/2015 Nonqualified Benefit 5 3,533.4 44.2 38.3 Benefits payable beginning 5/1/2016 11/1/2027 10/1/2030 |
Note 12 - Net Income Per Share
Note 12 - Net Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Historical net income per share - Basic Numerator: Net income $ 19,412 $ 69,205 $ 62,956 $ 120,417 Denominator: Weighted average common shares outstanding 5,871,928 5,843,313 5,852,956 5,843,313 Basic net income per common share $ 3.31 $ 11.84 $ 10.76 $ 20.61 Historical net income per share - Diluted Numerator: Net income $ 19,412 $ 69,205 $ 62,956 $ 120,417 Denominator: Weighted average common shares outstanding 5,871,928 5,843,313 5,852,956 5,843,313 Effect of dilutive SARs 1 3,660 - 1,220 - Weighted average common shares outstanding 5,875,588 5,843,313 5,854,176 5,843,313 Diluted net income per common share $ 3.30 $ 11.84 $ 10.75 $ 20.61 |
Note 13 - Related Party Trans32
Note 13 - Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Net Transfers to Parent [Table Text Block] | For the Nine For the Twelve Months Ended Months Ended September 30, 2015 December 31, 2014 Net change in current income tax accounts $ (39,083 ) $ 85,071 Allocation of overhead and other expenses from GHC 5,800 12,671 Net advances to GHC 488 (227,022 ) Total net transfers to GHC $ (32,795 ) $ (129,280 ) |
Note 1 - Separation from Grah33
Note 1 - Separation from Graham Holdings Company and Description of Business (Details Textual) | Sep. 30, 2015shares | Jul. 02, 2015 | Jun. 30, 2015shares | Dec. 31, 2014shares |
Spinoff [Member] | Common Class A [Member] | ||||
Conversion of Holding Company Stock to new Reporting Entity, Outstanding Number | 960,000 | |||
Spinoff [Member] | Common Class B [Member] | ||||
Conversion of Holding Company Stock to new Reporting Entity, Outstanding Number | 4,880,000 | |||
Spinoff [Member] | ||||
Preferred Stock, Shares Issued | 0 | |||
Preferred Stock, Shares Outstanding | 0 | |||
Common Stock, Shares, Outstanding | 5,840,000 | |||
Equity Method Investment, Ownership Percentage | 100.00% | |||
Common Stock, Shares, Issued | 5,840,000 | |||
Video [Member] | ||||
Number of Customers | 380,807 | |||
Data [Member] | ||||
Number of Customers | 496,865 | |||
Voice [Member] | ||||
Number of Customers | 130,775 | |||
Number of States in which Entity Operates | 19 | |||
Common Stock, Shares, Outstanding | 5,843,313 | 5,843,313 | ||
Common Stock, Shares, Issued | 5,843,313 | 5,843,313 |
Note 3 - Revenues (Details Text
Note 3 - Revenues (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Franchise Revenue | $ 3.7 | $ 4 | $ 11.9 | $ 12.9 |
Note 3 - Revenues - Revenues by
Note 3 - Revenues - Revenues by Product Line (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Video [Member] | ||||
Revenues | $ 81,209 | $ 87,188 | $ 254,764 | $ 276,751 |
Data [Member] | ||||
Revenues | 73,074 | 66,296 | 216,610 | 197,501 |
Voice [Member] | ||||
Revenues | 11,950 | 15,150 | 37,469 | 47,266 |
Commercial [Member] | ||||
Revenues | 22,436 | 19,479 | 65,466 | 56,328 |
Advertising sales | 7,271 | 8,631 | 22,164 | 25,651 |
Other | 2,275 | 2,943 | 7,349 | 9,847 |
Total revenues | $ 198,215 | $ 199,687 | $ 603,822 | $ 613,344 |
Note 4 - Property, Plant and 36
Note 4 - Property, Plant and Equipment (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Depreciation | $ 36 | $ 34.4 | $ 107.8 | $ 102 |
Note 4 - Property, Plant and 37
Note 4 - Property, Plant and Equipment - Property, Plant and Equipment Component (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Other Capitalized Property Plant and Equipment [Member] | ||
Property, plant and equipment gross | $ 1,354,822 | $ 1,309,475 |
Equipment [Member] | ||
Property, plant and equipment gross | 280,558 | 270,785 |
Furniture and Fixtures [Member] | ||
Property, plant and equipment gross | 311,752 | 294,847 |
Building and Leasehold Improvements[Member] | ||
Property, plant and equipment gross | 84,829 | 77,721 |
Software and Software Development Costs [Member] | ||
Property, plant and equipment gross | 72,555 | 66,567 |
Construction in Progress [Member] | ||
Property, plant and equipment gross | 55,835 | 50,816 |
Land [Member] | ||
Property, plant and equipment gross | 9,508 | 9,470 |
Property, plant and equipment gross | 2,169,859 | 2,079,681 |
Less accumulated depreciation | (1,563,638) | (1,463,451) |
$ 606,221 | $ 616,230 |
Note 5 - Goodwill and Intangi38
Note 5 - Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | $ 100 | $ 100 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 100 | 100 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 100 | 100 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 100 | 100 | |||
Goodwill | 85,488 | 85,488 | $ 85,488 | ||
Amortization of Intangible Assets | 40 | $ 50 | 100 | $ 100 | |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 100 | 100 | |||
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | $ 50 | $ 50 |
Note 5 - Goodwill and Intangi39
Note 5 - Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Minimum [Member] | Use Rights [Member] | ||
Amortized Intangible Assets, Useful Life Range | 1 year | 1 year |
Maximum [Member] | Use Rights [Member] | ||
Amortized Intangible Assets, Useful Life Range | 25 years | 25 years |
Use Rights [Member] | ||
Amortized Intangible Assets, Gross Carrying Amount | $ 4,122 | $ 4,107 |
Amortized Intangible Assets, Accumulated Amortization | 3,628 | 3,536 |
Amortized Intangible Assets, Net Carrying Amount | 494 | $ 571 |
Customer Relationships [Member] | ||
Amortized Intangible Assets, Useful Life Range | 4 years | |
Amortized Intangible Assets, Gross Carrying Amount | $ 6,526 | |
Amortized Intangible Assets, Accumulated Amortization | 6,526 | |
Franchise Rights [Member] | ||
Indefinite-Lived Intangible Assets, Gross Carrying Amount | 496,321 | 496,321 |
Amortized Intangible Assets, Gross Carrying Amount | 4,122 | 10,633 |
Amortized Intangible Assets, Accumulated Amortization | 3,628 | 10,062 |
Amortized Intangible Assets, Net Carrying Amount | $ 494 | $ 571 |
Note 6 - Long-Term Debt (Detail
Note 6 - Long-Term Debt (Details Textual) - USD ($) $ in Thousands | Jun. 29, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Jun. 17, 2015 |
Senior Unsecured Notes Due 2022 [Member] | ||||||
Debt Instrument, Date of First Required Payment | Dec. 15, 2015 | |||||
Debt Instrument, Face Amount | $ 450,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.75% | |||||
Debt Instrument, Maturity Date | Jun. 15, 2022 | |||||
Percentage of Aggregate Principal Amount for Debt Redemption Prior to Repurchase Premium Cutoff Date | 100.00% | 100.00% | ||||
Debt Instrument, Maximum Percentage of Redemption Prior to Premium Cutoff Date, Allowable Without Redemption Premium | 35.00% | 35.00% | ||||
Percentage of Aggregate Principal Amount for Debt Redemption Prior to the Premium Cutoff Date to be Purchased Without Repdemption Premium | 105.75% | 105.75% | ||||
Minimum Percentage of Debt to be held in Order to Declare Notes Payable Immediately in Event of Default | 25.00% | 25.00% | ||||
Senior Credit Facilities Due 2020 [Member] | JPMorgan Chase Bank [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument, Term | 5 years | |||||
Senior Credit Facilities Due 2020 [Member] | JPMorgan Chase Bank [Member] | Secured Debt [Member] | ||||||
Debt Instrument, Term | 5 years | |||||
Long-term Debt | $ 100,000 | $ 100,000 | ||||
Long Term Debt, Amortization Rate, First Twelve Months | 2.50% | 2.50% | ||||
Long Term Debt, Amortization Rate, Year Two | 5.00% | 5.00% | ||||
Long Term Debt, Amortization Rate, Year Three | 7.50% | 7.50% | ||||
Long Term Debt, Amortization Rate, Year Four | 10.00% | 10.00% | ||||
Long Term Debt, Amortization Rate, Year Five | 15.00% | |||||
Senior Credit Facilities Due 2020 [Member] | JPMorgan Chase Bank [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||
Senior Credit Facilities Due 2020 [Member] | JPMorgan Chase Bank [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||
Senior Credit Facilities Due 2020 [Member] | JPMorgan Chase Bank [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||
Senior Credit Facilities Due 2020 [Member] | JPMorgan Chase Bank [Member] | Base Rate [Member] | Minimum [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||
Senior Credit Facilities Due 2020 [Member] | JPMorgan Chase Bank [Member] | Base Rate [Member] | Maximum [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||
Senior Credit Facilities Due 2020 [Member] | JPMorgan Chase Bank [Member] | Base Rate [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||
Senior Credit Facilities Due 2020 [Member] | JPMorgan Chase Bank [Member] | Minimum [Member] | ||||||
Line of Credit Facility, Commitment Fee Percentage | 0.25% | |||||
Senior Credit Facilities Due 2020 [Member] | JPMorgan Chase Bank [Member] | Maximum [Member] | ||||||
Line of Credit Facility, Commitment Fee Percentage | 0.40% | |||||
Senior Credit Facilities Due 2020 [Member] | JPMorgan Chase Bank [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200,000 | $ 200,000 | ||||
Line of Credit Facility, Commitment Fee Percentage | 0.25% | |||||
Credit Facility, Maximum Additional Amount Allowable | $ 300,000 | 300,000 | ||||
Payments of Dividends | $ 450,000 | 450,000 | ||||
Long-term Debt | $ 549,680 | $ 549,680 |
Note 6- Long Term Debt, Maturit
Note 6- Long Term Debt, Maturity (Details) $ in Thousands | Sep. 30, 2015USD ($) |
2,015 | $ 625 |
2,016 | 3,750 |
2,017 | 6,250 |
2,018 | 8,750 |
2,019 | 12,500 |
Thereafter | 517,805 |
Total | $ 549,680 |
Note 7 - Fair Value Measureme42
Note 7 - Fair Value Measurements (Details Textual) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Deferred Compensation Liability, Current and Noncurrent | $ 18.3 | $ 19.1 |
Note 7 - Fair Value Measureme43
Note 7 - Fair Value Measurements - Carrying Amounts and Fair Values (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Money Market Funds [Member] | |
Assets: | |
Cash and cash equivalents | $ 27,832 |
Assets | 27,832 |
Commercial Paper [Member] | |
Assets: | |
Cash and cash equivalents | 108,500 |
Assets | 108,431 |
Notes [Member] | |
Long-term debt, including current portion | |
Long-term Debt | 450,000 |
Long-term debt, including current portion | 443,250 |
Term Loan [Member] | |
Long-term debt, including current portion | |
Long-term Debt | 99,375 |
Long-term debt, including current portion | 99,375 |
Cash and cash equivalents | 144,506 |
Long-term Debt | $ 549,680 |
Note 8 - Treasury Stock (Detail
Note 8 - Treasury Stock (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2015 | Jul. 02, 2015 | Dec. 31, 2014 |
Stock Repurchase Program, Authorized Amount | $ 250,000 | ||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 600,000 | ||
Treasury Stock, Shares | 14,203 | ||
Treasury Stock, Value | $ 5,932 |
Note 9 - Equity-based Compens45
Note 9 - Equity-based Compensation (Details Textual) - USD ($) | Aug. 04, 2015 | Jul. 08, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Jun. 05, 2015 |
Spinoff [Member] | Restricted Stock [Member] | Graham Holding Company [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Number of Employees Affected | 21 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 10,830 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 6,324 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 4,506 | |||||||
Restricted Stock [Member] | Graham Holding Company [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 0 | 20,403 | 0 | 20,403 | ||||
Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 36,612 | |||||||
Stock Granted, Value, Share-based Compensation, Gross | $ 13,900,000 | |||||||
Stock Appreciation Rights (SARs) [Member] | ||||||||
Allocated Share-based Compensation Expense | $ 200,000 | $ 200,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 135,600 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 11,600,000 | $ 11,600,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 146 days | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 1.45% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 135,600 | 135,600 | ||||||
Restricted Stock and Restricted Stock Units [Member] | ||||||||
Allocated Share-based Compensation Expense | $ 1,800,000 | $ 1,800,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 39,737 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 13,400,000 | $ 13,400,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 328 days | |||||||
Replacement Shares, Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 9,682 | |||||||
Staking Shares, Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 26,930 | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 3,125 | |||||||
Stock Granted, Value, Share-based Compensation, Gross | $ 1,300,000 | |||||||
Annual Retainer | 150,000 | |||||||
Additional Annual Retainer | $ 15,000 | |||||||
Graham Holding Company [Member] | Specific Employees [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 0 | 22,000 | 0 | 22,000 | ||||
The 2015 Plan [Member] | Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 600,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Authorized for Incentive Stock Options | 400,000 | |||||||
Deferred Tax Asset [Member] | ||||||||
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $ 800,000 | |||||||
Selling, General and Administrative Expenses [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Incremental Compensation Cost | 3,700,000 | |||||||
Allocated Share-based Compensation Expense | $ 2.10 | $ 900,000 | $ 6.30 | $ 1,900,000 | ||||
Share Price | $ 414.62 | $ 380.50 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 1.45% |
Note 9 - Equity - Summary of Re
Note 9 - Equity - Summary of Restricted Stock (Details) - Restricted Stock and Restricted Stock Units [Member] | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Unvested (in shares) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 39,737 |
Granted (in dollars per share) | $ / shares | $ 383.18 |
Unvested (in shares) | 39,737 |
Note 9 - Equity - Summary of St
Note 9 - Equity - Summary of Stock Appreciation Rights (Details) - Stock Appreciation Rights (SARs) [Member] | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 135,600 |
Granted | $ 422.31 |
Granted (in dollars per share) | $ / shares | $ 87.22 |
Outstanding as of September 30, 2015 (in shares) | shares | 135,600 |
Outstanding as of September 30, 2015 | $ 422.31 |
Outstanding as of September 30, 2015 | $ 87.22 |
Outstanding as of September 30, 2015 | 9 years 328 days |
Note 9 - Equity - Stock Appreci
Note 9 - Equity - Stock Appreciation Rights Fair Value Assumptions (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Stock Appreciation Rights (SARs) [Member] | |
Expected volatility | 24.00% |
Risk-free interest rate | 1.75% |
Expected term (in years) | 6 years 91 days |
Expected dividend yield | 1.45% |
Expected dividend yield | 1.45% |
Note 10 - Postemployment Bene49
Note 10 - Postemployment Benefit Plans, Pre-Spin (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Multiemployer Plans, Postretirement Benefit [Member] | ||||
Pension Expense | $ 0 | $ 1,000,000 | $ 2,100,000 | $ 2,900,000 |
Multiemployer Plans, Savings [Member] | ||||
Defined Contribution Plan, Cost Recognized | $ 0 | $ 100,000 | $ 300,000 | $ 400,000 |
Note 11 - Postemployment Bene50
Note 11 - Postemployment Benefit Plans, Post-Spin (Details Textual) - USD ($) | Jun. 05, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Defined Benefit Supplemental Executive Retirement Plan [Member] | ||||||
Defined Contribution Plan, Number of Employees Covered | 3 | |||||
Defined Contribution Plan, Salary Limitation Amount | $ 265,000 | |||||
Defined Contribution Plan, Benefit Limitation Amount | 210,000 | |||||
Defined Benefit Plan, Accumulated Benefit Obligation | $ 4,100,000 | $ 4,200,000 | $ 4,200,000 | |||
Defined Contribution Plan, Cost Recognized | 100,000 | |||||
Defined Contribution Plan, Employer Discretionary Contribution Amount | 500,000 | |||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 5.00% | |||||
Defined Contribution Supplemental Executive Retirement Plan [Member] | ||||||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 100,000 | |||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3.00% | |||||
Defined Contribution Plan, Tax Limitation Amount | $ 53,000 | |||||
Accrued Compensation and Related Benefits [Member] | Chief Executive Officer [Member] | ||||||
Deferred Compensation Arrangement with Individual, Recorded Liability | 1,900,000 | 1,900,000 | ||||
Gain (Loss) on Deferred Compensation | 500,000 | $ (700,000) | 1,100,000 | $ (1,400,000) | ||
Deferred Compensation Liability, Current and Noncurrent | $ 18,300,000 | $ 18,300,000 | $ 19,100,000 |
Note 11 - Postemployment Bene51
Note 11 - Postemployment Benefit Plans - Supplemental Executive Retirement Plan (Details) - Defined Benefit Supplemental Executive Retirement Plan [Member] | 6 Months Ended | |
Jun. 30, 2015USD ($) | ||
Executive 1 [member] | ||
Total SERP and Qualified Plan Annual Benefit1 | $ 441,500 | [1] |
Qualified Plan Annual Benefit1,2 | 75,000 | [1],[2] |
6/30/2015 Net Vested Nonqualified Annual Benefit3 | 366,500 | [3] |
12/31/1995 Net Vested Nonqualified Annual Benefit4 | 30,600 | [4] |
Net Vested Nonqualified Annual Benefit3 | 335,900 | [3] |
Present Value of Increase at 6/30/2015 Nonqualified Benefit5 | $ 3,533,400 | [5] |
Benefits payable beginning | May 1, 2016 | |
Executive 2 [Member] | ||
Total SERP and Qualified Plan Annual Benefit1 | $ 16,700 | [1] |
Qualified Plan Annual Benefit1,2 | $ 8,500 | [1],[2] |
6/30/2015 Net Vested Nonqualified Annual Benefit3 | [3] | |
12/31/1995 Net Vested Nonqualified Annual Benefit4 | [4] | |
Net Vested Nonqualified Annual Benefit3 | $ 8,200 | [3] |
Present Value of Increase at 6/30/2015 Nonqualified Benefit5 | $ 44,200 | [5] |
Benefits payable beginning | Nov. 1, 2027 | |
Executive 3 [Member] | ||
Total SERP and Qualified Plan Annual Benefit1 | $ 21,000 | [1] |
Qualified Plan Annual Benefit1,2 | $ 11,800 | [1],[2] |
6/30/2015 Net Vested Nonqualified Annual Benefit3 | [3] | |
12/31/1995 Net Vested Nonqualified Annual Benefit4 | [4] | |
Net Vested Nonqualified Annual Benefit3 | $ 9,200 | [3] |
Present Value of Increase at 6/30/2015 Nonqualified Benefit5 | $ 38,300 | [5] |
Benefits payable beginning | Oct. 1, 2030 | |
[1] | Per Rule of 90, highest qualified benefit is accrued as of January 1, 2015 and the highest total benefit is accrued as of January 1, 2013. | |
[2] | The qualified cash balance annuity conversion is based on the 2015 IRS Applicable Mortality Table and 417e interest rates. | |
[3] | The nonqualified cash balance annuity conversion is based on the 2015 IRS Applicable Mortality table and 417e interest rates plus 2%. | |
[4] | Represents Net Vested Nonqualified Annual Benefit previously subject to Medicare Tax. | |
[5] | Represents the actuarial present value of the accumulated benefits under the plan as of June 30, 2015, using the RP-2014 Mortality Table projected to 2015 and a 6.00% discount rate. The benefits are valued as annuities payable at age 65 that reflect service and earnings through June 30, 2015 and 1.41% interest credit projected to age 65. |
Note 12 - Net Income Per Shar52
Note 12 - Net Income Per Share (Details Textual) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Stock Appreciation Rights (SARs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 44,217 | 0 |
Note 12 - Net Income per Shar53
Note 12 - Net Income per Share - Computation of Basic and Diluted Earnings per Share (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Net income | $ 19,412 | $ 69,205 | $ 62,956 | $ 120,417 | |
Weighted average common shares outstanding (in shares) | [1] | 5,871,928 | 5,843,313 | 5,852,956 | 5,843,313 |
Basic net income per common share (in dollars per share) | [1] | $ 3.31 | $ 11.84 | $ 10.76 | $ 20.61 |
Effect of dilutive SARs (in shares) | [2] | 3,660 | 1,220 | ||
Weighted average common shares outstanding (in shares) | [1] | 5,875,588 | 5,843,313 | 5,854,176 | 5,843,313 |
Diluted net income per common share (in dollars per share) | [1] | $ 3.30 | $ 11.84 | $ 10.75 | $ 20.61 |
[1] | On July 1, 2015, Graham Holdings Company distributed 5,843,313 shares of Cable One, Inc. common stock to existing holders of Graham Holdings Company common stock. Basic and diluted net income per common share for the three and nine months ended September 30, 2014 are calculated using the number of shares distributed on July 1, 2015. | ||||
[2] | Anti-dilutive share equivalents included 44,217 and 0 SARs as of September 30, 2015 and 2014, respectively. |
Note 13 - Related Party Trans54
Note 13 - Related Party Transactions (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Selling, General and Administrative Expenses [Member] | ||||
Allocation of Overhead and Other Expenses from Parent | $ 0 | $ 2,500,000 | $ 5,800,000 | $ 7,000,000 |
Allocation of Overhead and Other Expenses from Parent | $ 5,800,000 | $ 12,671,000 |
Note 13 - Related Party Trans55
Note 13 - Related Party Transactions - Components of Net Transfers to Parent (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Net change in current income tax accounts | $ (39,083) | $ 85,071 |
Allocation of overhead and other expenses from GHC | 5,800 | 12,671 |
Net advances to GHC | 488 | (227,022) |
Total net transfers to GHC | $ (32,795) | $ (129,280) |
Note 15 - Subsequent Events (De
Note 15 - Subsequent Events (Details Textual) | Nov. 03, 2015$ / shares |
Subsequent Event [Member] | |
Dividends Payable, Amount Per Share | $ 1.50 |