Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 28, 2022 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001632127 | |
Entity Registrant Name | CABLE ONE, INC. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36863 | |
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 $0.01 | |
Trading Symbol | CABO | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,809,413 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 255,719 | $ 388,802 |
Accounts receivable, net | 61,468 | 56,253 |
Income taxes receivable | 3,139 | 24,193 |
Prepaid and other current assets | 61,249 | 31,705 |
Total Current Assets | 381,575 | 500,953 |
Equity investments | 1,185,936 | 727,565 |
Property, plant and equipment, net | 1,659,769 | 1,854,104 |
Intangible assets, net | 2,688,114 | 2,861,137 |
Goodwill | 928,947 | 967,913 |
Other noncurrent assets | 87,911 | 42,322 |
Total Assets | 6,932,252 | 6,953,994 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 193,497 | 203,387 |
Deferred revenue | 23,611 | 26,851 |
Current portion of long-term debt | 51,659 | 38,837 |
Total Current Liabilities | 268,767 | 269,075 |
Long-term debt | 3,767,677 | 3,799,500 |
Deferred income taxes | 933,653 | 854,156 |
Interest rate swap liability | 0 | 81,627 |
Other noncurrent liabilities | 65,023 | 156,541 |
Total Liabilities | 5,035,120 | 5,160,899 |
Commitments and contingencies (refer to note 16) | ||
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 5,827,960 and 6,046,362 shares outstanding as of September 30, 2022 and December 31, 2021, respectively) | 62 | 62 |
Additional paid-in capital | 572,656 | 555,640 |
Retained earnings | 1,718,120 | 1,456,543 |
Accumulated other comprehensive income (loss) | 54,506 | (82,795) |
Treasury stock, at cost (347,439 and 129,037 shares held as of September 30, 2022 and December 31, 2021, respectively) | (448,212) | (136,355) |
Total Stockholders' Equity | 1,897,132 | 1,793,095 |
Total Liabilities and Stockholders' Equity | $ 6,932,252 | $ 6,953,994 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
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) | 5,827,960 | 6,046,362 |
Treasury stock, shares (in shares) | 347,439 | 129,037 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | $ 424,718 | $ 430,237 | $ 1,280,528 | $ 1,173,248 |
Costs and Expenses: | ||||
Operating (excluding depreciation and amortization) | 120,487 | 121,657 | 358,299 | 335,473 |
Selling, general and administrative | 86,018 | 95,103 | 264,571 | 252,160 |
Depreciation and amortization | 87,222 | 92,600 | 263,564 | 246,045 |
(Gain) loss on asset sales and disposals, net | 2,952 | 3,376 | 7,615 | 4,314 |
(Gain) loss on sales of businesses, net | 0 | 0 | (13,833) | 0 |
Total Costs and Expenses | 296,679 | 312,736 | 880,216 | 837,992 |
Income from operations | 128,039 | 117,501 | 400,312 | 335,256 |
Interest expense | (36,389) | (30,495) | (98,549) | (83,023) |
Other income (expense), net | 834 | (22,833) | 96,960 | (2,584) |
Income before income taxes and equity method investment income (loss), net | 92,484 | 64,173 | 398,723 | 249,649 |
Income tax provision | 21,891 | 13,029 | 86,165 | 22,129 |
Income before equity method investment income (loss), net | 70,593 | 51,144 | 312,558 | 227,520 |
Equity method investment income (loss), net | 14 | 1,111 | (1,230) | (531) |
Net income | $ 70,607 | $ 52,255 | $ 311,328 | $ 226,989 |
Net Income per Common Share: | ||||
Basic (in dollars per share) | $ 12.10 | $ 8.68 | $ 52.47 | $ 37.73 |
Diluted (in dollars per share) | $ 11.53 | $ 8.33 | $ 49.70 | $ 36.24 |
Weighted Average Common Shares Outstanding: | ||||
Basic (in shares) | 5,836,731 | 6,019,517 | 5,933,372 | 6,015,450 |
Diluted (in shares) | 6,261,257 | 6,460,875 | 6,357,955 | 6,362,736 |
Unrealized gain on cash flow hedges and other, net of tax | $ 47,251 | $ 9,506 | $ 137,301 | $ 48,952 |
Comprehensive income | $ 117,858 | $ 61,761 | $ 448,629 | $ 275,941 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock Outstanding [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Treasury Stock [Member] | Total |
Balance (in shares) at Dec. 31, 2020 | 6,027,704 | |||||
Balance at Dec. 31, 2020 | $ 62 | $ 535,586 | $ 1,228,172 | $ (140,683) | $ (127,838) | $ 1,495,299 |
Net income | 226,989 | 226,989 | ||||
Unrealized gain on cash flow hedges and other, net of tax | 48,952 | 48,952 | ||||
Equity-based compensation | 14,834 | 14,834 | ||||
Issuance of equity awards, net of forfeitures (in shares) | 20,878 | |||||
Issuance of equity awards, net of forfeitures | $ 0 | 0 | 0 | 0 | 0 | $ 0 |
Withholding tax for equity awards (in shares) | (3,650) | (3,650) | ||||
Withholding tax for equity awards | (8,035) | $ (8,035) | ||||
Dividends paid to stockholders | (46,815) | (46,815) | ||||
Balance (in shares) at Sep. 30, 2021 | 6,044,932 | |||||
Balance at Sep. 30, 2021 | $ 62 | 550,420 | 1,408,346 | (91,731) | (135,873) | 1,731,224 |
Balance (in shares) at Jun. 30, 2021 | 6,036,582 | |||||
Balance at Jun. 30, 2021 | $ 62 | 544,992 | 1,372,724 | (101,237) | (135,696) | 1,680,845 |
Net income | 52,255 | 52,255 | ||||
Unrealized gain on cash flow hedges and other, net of tax | $ 0 | 0 | 0 | 9,506 | 0 | 9,506 |
Equity-based compensation | 5,428 | 5,428 | ||||
Issuance of equity awards, net of forfeitures (in shares) | 8,443 | |||||
Issuance of equity awards, net of forfeitures | $ 0 | 0 | 0 | 0 | 0 | 0 |
Withholding tax for equity awards (in shares) | (93) | |||||
Withholding tax for equity awards | (177) | (177) | ||||
Dividends paid to stockholders | (16,633) | (16,633) | ||||
Balance (in shares) at Sep. 30, 2021 | 6,044,932 | |||||
Balance at Sep. 30, 2021 | $ 62 | 550,420 | 1,408,346 | (91,731) | (135,873) | 1,731,224 |
Balance (in shares) at Dec. 31, 2021 | 6,046,362 | |||||
Balance at Dec. 31, 2021 | $ 62 | 555,640 | 1,456,543 | (82,795) | (136,355) | 1,793,095 |
Net income | 311,328 | 311,328 | ||||
Unrealized gain on cash flow hedges and other, net of tax | 137,301 | 137,301 | ||||
Equity-based compensation | 17,016 | 17,016 | ||||
Issuance of equity awards, net of forfeitures (in shares) | 17,025 | |||||
Issuance of equity awards, net of forfeitures | $ 0 | 0 | 0 | 0 | 0 | $ 0 |
Repurchases of common stock (in shares) | (232,637) | (232,637) | ||||
Repurchases of common stock | $ 0 | 0 | 0 | 0 | (307,031) | $ (307,031) |
Withholding tax for equity awards (in shares) | (2,790) | (2,790) | ||||
Withholding tax for equity awards | (4,826) | $ (4,826) | ||||
Dividends paid to stockholders | (49,751) | (49,751) | ||||
Balance (in shares) at Sep. 30, 2022 | 5,827,960 | |||||
Balance at Sep. 30, 2022 | $ 62 | 572,656 | 1,718,120 | 54,506 | (448,212) | 1,897,132 |
Balance (in shares) at Jun. 30, 2022 | 5,916,571 | |||||
Balance at Jun. 30, 2022 | $ 62 | 566,796 | 1,664,176 | 7,255 | (332,785) | 1,905,504 |
Net income | 70,607 | 70,607 | ||||
Unrealized gain on cash flow hedges and other, net of tax | 47,251 | 47,251 | ||||
Equity-based compensation | 5,860 | 5,860 | ||||
Issuance of equity awards, net of forfeitures (in shares) | 469 | |||||
Issuance of equity awards, net of forfeitures | $ 0 | 0 | 0 | 0 | 0 | 0 |
Repurchases of common stock (in shares) | (89,000) | |||||
Repurchases of common stock | $ 0 | 0 | 0 | 0 | (115,322) | (115,322) |
Withholding tax for equity awards (in shares) | (80) | |||||
Withholding tax for equity awards | (105) | (105) | ||||
Dividends paid to stockholders | (16,663) | (16,663) | ||||
Balance (in shares) at Sep. 30, 2022 | 5,827,960 | |||||
Balance at Sep. 30, 2022 | $ 62 | $ 572,656 | $ 1,718,120 | $ 54,506 | $ (448,212) | $ 1,897,132 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Retained Earnings [Member] | ||||
Dividends, per share (in dollars per share) | $ 2.85 | $ 2.75 | $ 8.35 | $ 7.75 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 311,328 | $ 226,989 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 263,564 | 246,045 |
Non-cash interest expense, net | 7,124 | 6,730 |
Equity-based compensation | 17,016 | 14,834 |
Write-off of debt issuance costs | 0 | 2,131 |
Change in deferred income taxes | 32,472 | 1,680 |
(Gain) loss on asset sales and disposals, net | 7,615 | 4,314 |
(Gain) loss on sales of businesses | (13,833) | 0 |
Equity method investment (income) loss, net | 1,230 | 531 |
Fair value adjustments | (88,020) | 41,390 |
Gain on step acquisition | 0 | (33,406) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (8,544) | 764 |
Income taxes receivable | 21,054 | 21,019 |
Prepaid and other current assets | (14,848) | (7,149) |
Account payable and accrued liabilities | 25,107 | 4,216 |
Deferred revenue | (484) | 2,919 |
Other | 9,012 | (2,721) |
Net cash provided by operating activities | 569,793 | 530,286 |
Cash flows from investing activities: | ||
Purchase of business, net of cash acquired | 0 | (1,953,643) |
Cash paid for debt and equity investments | (25,075) | 0 |
Capital expenditures | (307,252) | (282,024) |
Change in accrued expenses related to capital expenditures | 3,985 | 12,666 |
Proceeds from sales of property, plant and equipment | 3,609 | 282 |
Proceeds from sales of operations | 9,227 | 0 |
Net cash used in investing activities | (315,506) | (2,222,719) |
Cash flows from financing activities: | ||
Proceeds from long-term debt borrowings | 0 | 1,695,850 |
Payment of debt issuance costs | 0 | (13,741) |
Payments on long-term debt | (25,762) | (21,683) |
Repurchases of common stock | (307,031) | 0 |
Payment of withholding tax for equity awards | (4,826) | (8,035) |
Dividends paid to stockholders | (49,751) | (46,815) |
Deposits received for asset construction | 0 | 1,485 |
Net cash provided by (used in) financing activities | (387,370) | 1,607,061 |
Decrease in cash and cash equivalents | (133,083) | (85,372) |
Cash and cash equivalents, beginning of period | 388,802 | 574,909 |
Cash and cash equivalents, end of period | 255,719 | 489,537 |
Supplemental cash flow disclosures: | ||
Cash paid for interest, net of capitalized interest | 83,602 | 69,450 |
Cash paid for income taxes, net of refunds received | $ 18,497 | $ (1,068) |
Note 1 - Description of Busines
Note 1 - Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | 1. Description of Business. September 30, 2022 On October 1, 2020, May 3, 2021, not 2 On December 30, 2021, 2 On January 1, 2022, third three December 31, 2021. one o note 5 Basis of Presentation. 10 01 X 1934, 2021 10 The December 31, 2021 2021 10 not may not Principles of Consolidation. Segment Reporting. 280 Segment Reporting Use of Estimates. may Recently Adopted Accounting Pronouncements. November 2021, No. 2021 10, Government Assistance (Topic 832 2021 10 first 2022. not In October 2021, 2021 08, Business Combinations (Topic 805 2021 08 first 2022. not Recently Issued But Not March 2020, No. 2020 04, Reference Rate Reform (Topic 848 2020 04 may December 31, 2022. 2020 04 |
Note 2 - Acquisitions
Note 2 - Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 2. The Company accounts for certain acquisitions as business combinations pursuant to ASC 805 Business Combinations 805, no one 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 not Acquisition costs incurred by the Company are not three September 30, 2022 2021 nine September 30, 2022 2021 The following acquisitions occurred during the periods presented: CableAmerica. December 30, 2021, Acquired identifiable intangible assets associated with the CableAmerica acquisition consisted of the following (dollars in thousands): Useful Life Fair Value (in years) Customer relationships $ 15,400 14.0 Trademark and trade name $ 500 3.0 Franchise agreements $ 49,600 Indefinite Customer relationships and franchise agreements were valued using the multi-period excess earnings method (“MPEEM”) of the income approach. Significant assumptions used in the valuations include projected revenue growth rates, customer attrition rates, future earnings before interest, taxes, depreciation and amortization (“EBITDA” and as adjusted, “Adjusted EBITDA”) margins, future capital expenditures and appropriate discount rates. No The CableAmerica acquisition resulted in the recognition of $25.6 million of goodwill, which is deductible for tax purposes. Hargray. May 3, 2021, not The following table summarizes the allocation of the Hargray purchase price consideration as of the acquisition date, reflecting immaterial measurement period adjustments (in thousands): Initial Purchase Price Allocation Measurement Period Adjustments Purchase Price Allocation Assets Acquired Cash and cash equivalents $ 17,652 $ - $ 17,652 Accounts receivable 17,991 (62 ) 17,929 Income taxes receivable - 720 720 Prepaid and other current assets 8,006 - 8,006 Property, plant and equipment 457,158 (525 ) 456,633 Intangible assets 1,592,000 - 1,592,000 Other noncurrent assets 4,636 2,940 7,576 Total Assets Acquired 2,097,443 3,073 2,100,516 Liabilities Assumed Accounts payable and accrued liabilities 36,457 1,770 38,227 Deferred revenue (short-term portion) 8,462 - 8,462 Current portion of long-term debt 1,375 (1,375 ) - Long-term debt 2,912 (2,912 ) - Deferred income taxes 437,725 3,652 441,377 Other noncurrent liabilities 6,974 2,912 9,886 Total Liabilities Assumed 493,905 4,047 497,952 Net assets acquired 1,603,538 (974 ) 1,602,564 Purchase price consideration (1) 2,117,866 (756 ) 2,117,110 Goodwill recognized $ 514,328 $ 218 $ 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 May 3, 2021 Acquired identifiable intangible assets associated with the Hargray Acquisition consisted of the following (dollars in thousands): Useful Life Fair Value (in years) Customer relationships $ 472,000 13.7 Trademark and trade name $ 10,000 4.2 Franchise agreements $ 1,110,000 Indefinite Customer relationships and franchise agreements were 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 and appropriate discount rates. No The Hargray Acquisition resulted in the recognition of $514.5 million of goodwill, which is not |
Note 3 - Revenues
Note 3 - Revenues | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | 3. Revenues by product line and other revenue-related disclosures were as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Residential: Data $ 233,834 $ 219,942 $ 697,317 $ 611,196 Video 80,525 89,507 249,944 252,764 Voice 10,494 12,645 33,105 35,235 Business services 75,847 85,728 228,999 222,706 Other 24,018 22,415 71,163 51,347 Total revenues $ 424,718 $ 430,237 $ 1,280,528 $ 1,173,248 Franchise and other regulatory fees $ 7,796 $ 8,683 $ 23,852 $ 22,945 Deferred commission amortization $ 1,282 $ 1,318 $ 3,799 $ 4,051 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 condensed consolidated statements of operations and comprehensive income. Deferred commission amortization expense is included within selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income. Current deferred revenue liabilities consist of refundable customer prepayments, up-front charges and installation fees. As of September 30, 2022 December 31, 2021 nine September 30, 2022 |
Note 4 - Operating Assets and L
Note 4 - Operating Assets and Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Operating Assets and Liabilities [Text Block] | 4. Accounts receivable consisted of the following (in thousands): September 30, 2022 December 31, 2021 Trade receivables $ 47,553 $ 41,947 Other receivables 17,148 16,847 Less: Allowance for credit losses (3,233 ) (2,541 ) Total accounts receivable, net $ 61,468 $ 56,253 The changes in the allowance for credit losses were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (1) Beginning balance $ 3,255 $ 2,843 $ 2,541 $ 1,252 Additions - charged to costs and expenses 2,979 2,190 6,774 4,812 Deductions - write-offs (4,324 ) (3,580 ) (10,216 ) (7,931 ) Recoveries collected 1,323 1,340 4,134 4,660 Ending balance $ 3,233 $ 2,793 $ 3,233 $ 2,793 ( 1 Additions include $1.4 million of additional reserves assumed in the Hargray Acquisition. Prepaid and other current assets consisted of the following (in thousands): September 30, 2022 December 31, 2021 Prepaid repairs and maintenance $ 5,321 $ 4,788 Software implementation costs 1,349 1,199 Prepaid insurance 5,045 3,325 Prepaid rent 3,508 2,107 Prepaid software 7,540 6,982 Deferred commissions 4,444 4,295 Interest rate swap asset 18,994 - Inventory 5,137 - All other current assets 9,911 9,009 Total prepaid and other current assets $ 61,249 $ 31,705 Other noncurrent assets consisted of the following (in thousands): September 30, 2022 December 31, 2021 Operating lease right-of-use assets $ 10,912 $ 15,501 Deferred commissions 8,483 8,624 Software implementation costs 6,809 7,782 Debt issuance costs 2,073 2,576 Debt investment 2,072 - Assets held for sale 1,032 3,819 Interest rate swap asset 54,305 - All other noncurrent assets 2,225 4,020 Total other noncurrent assets $ 87,911 $ 42,322 Accounts payable and accrued liabilities consisted of the following (in thousands): September 30, 2022 December 31, 2021 Accounts payable $ 39,684 $ 35,716 Accrued programming costs 22,795 23,703 Accrued compensation and related benefits 31,680 34,731 Accrued sales and other operating taxes 15,826 12,872 Accrued franchise fees 4,039 4,397 Deposits 6,399 6,840 Operating lease liabilities 3,833 5,633 Interest rate swap liability - 26,662 Accrued insurance costs 6,267 5,542 Cash overdrafts 17,207 11,517 Equity investment payable (1) 3,087 13,387 Interest payable 11,001 5,172 Income taxes payable 14,177 - All other accrued liabilities 17,502 17,215 Total accounts payable and accrued liabilities $ 193,497 $ 203,387 ( 1 Consists of the unfunded portion of the Company’s equity investment in Wisper ISP, LLC (“Wisper”). The Company funded $10.3 million of the then outstanding investment payable to Wisper during the nine September 30, 2022 5 Other noncurrent liabilities consisted of the following (in thousands): September 30, 2022 December 31, 2021 Operating lease liabilities $ 6,352 $ 9,098 Accrued compensation and related benefits 9,990 11,010 Deferred revenue 8,126 6,854 MBI Net Option (as defined in note 5) (1) 35,520 123,620 All other noncurrent liabilities 5,035 5,959 Total other noncurrent liabilities $ 65,023 $ 156,541 ( 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 5 an asset a liability September 30, 2022 December 31, 2021 5 10 5 |
Note 5 - Equity Investments
Note 5 - Equity Investments | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Investment [Text Block] | 5. On May 4, 2020, July 10, 2020, October 1, 2020, $82.6 November 12, 2020, On May 3, 2021, not October 1, 2021, October 18, 2021, November 5, 2021, January 1, 2022, third three December 31, 2021. March 24, 2022, April 1, 2022, June 1, 2022, September 6, 2022, not September 30, 2022. The carrying value of the Company’s equity investments without readily determinable fair values are determined based on fair valuations as of their respective acquisition dates. As Tristar is publicly traded, the carrying value of the Company's Tristar investment is remeasured to fair value on a quarterly basis using market information. The carrying value of the Company's equity investments consisted of the following (dollars in thousands): Ownership September 30, December 31, Percentage 2022 2021 Cost Method Investments MetroNet <10% $ 7,000 $ - Nextlink <20% 77,245 77,245 Point Broadband <10% 30,373 25,000 Tristar <10% 23,003 23,083 Visionary <10% 7,190 - Others <10% 13,288 13,170 Total cost method investments $ 158,099 $ 138,498 Equity Method Investments Clearwave Fiber ~58% $ 425,525 $ - MBI (1) 45.0% 569,033 557,715 Wisper 40.4% 33,279 31,352 Total equity method investments $ 1,027,837 $ 589,067 Total equity investments $ 1,185,936 $ 727,565 ( 1 The Company holds a call option to purchase all but not not January 1, 2023 June 30, 2024. not not not July 1, 2025 September 30, 2025. September 30, 2022 December 31, 2021 10 The carrying value of MBI exceeded the Company’s underlying equity in MBI’s net assets by approximately $499.6 million and $508.3 million as of September 30, 2022 December 31, 2021 Equity method investment income (losses), which increase (decrease) the carrying value of the respective investment, and which are recorded on a one Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Equity Method Investment Income (Loss) Clearwave Fiber $ (3,550 ) $ - $ (14,475 ) $ - MBI (1) 3,243 (132 ) 11,318 (3,753 ) Wisper 321 1,243 1,927 3,222 Total $ 14 $ 1,111 $ (1,230 ) $ (531 ) Other Income (Expense), Net MBI Net Option change in fair value $ (2,800 ) $ (25,600 ) $ 88,100 $ (41,390 ) ( 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. For the three September 30, 2022 three September 30, 2021 nine September 30, 2022 nine September 30, 2021 The Company assesses each equity investment for indicators of impairment on a quarterly basis. No |
Note 6 - Property, Plant and Eq
Note 6 - Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 6. Property, plant and equipment consisted of the following (in thousands): September 30, 2022 December 31, 2021 Cable distribution systems $ 2,391,160 $ 2,509,795 Customer premise equipment 334,663 320,937 Other equipment and fixtures 464,562 472,319 Buildings and improvements 136,926 142,754 Capitalized software 96,239 89,662 Construction in progress 212,395 172,706 Land 12,134 12,134 Right-of-use assets 11,310 11,241 Property, plant and equipment, gross 3,659,389 3,731,548 Less: Accumulated depreciation and amortization (1,999,620 ) (1,877,444 ) Property, plant and equipment, net $ 1,659,769 $ 1,854,104 The Company contributed $280.0 million of property, plant and equipment, net, to the Clearwave Fiber joint venture on January 1, 2022 three June 30, 2022 The Company classified $1.0 million of property, plant and equipment as held for sale as of September 30, 2022. Depreciation and amortization expense for property, plant and equipment was $66.4 million and $69.3 million for the three September 30, 2022 2021 nine September 30, 2022 2021 |
Note 7 - Goodwill and Intangibl
Note 7 - Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 7. The carrying amount of goodwill was $928.9 million at September 30, 2022 December 31, 2021 January 1, 2022 three June 30, 2022, not Intangible assets consisted of the following (dollars in thousands): September 30, 2022 December 31, 2021 Useful Life Gross Net Gross Net Range Carrying Accumulated Carrying Carrying Accumulated Carrying (in years) Amount Amortization Amount Amount Amortization Amount Finite-Lived Intangible Assets Customer relationships 13.5 – 17 $ 784,381 $ 204,450 $ 579,931 $ 857,100 $ 153,699 $ 703,401 Trademarks and trade names 2.7 – 4.2 11,846 6,177 5,669 13,500 3,852 9,648 Wireless licenses 10 – 15 1,418 250 1,168 1,418 142 1,276 Total finite-lived intangible assets $ 797,645 $ 210,877 $ 586,768 $ 872,018 $ 157,693 $ 714,325 Indefinite-Lived Intangible Assets Franchise agreements $ 2,100,546 $ 2,139,312 Trade names 800 7,500 Total indefinite-lived intangible assets $ 2,101,346 $ 2,146,812 Total intangible assets, net $ 2,688,114 $ 2,861,137 The $173.0 million decrease in the net carrying amount of intangible assets from December 31, 2021 September 30, 2022 January 1, 202 2 three June 30, 2022. Intangible asset amortization expense was $20.8 million and $23.3 million for the three September 30, 2022 2021 nine September 30, 2022 2021 The future amortization of existing finite-lived intangible assets as of September 30, 2022 Year Ending December 31, Amount 2022 (remaining three months) $ 20,968 2023 72,618 2024 65,828 2025 60,840 2026 55,326 Thereafter 311,188 Total $ 586,768 Actual amortization expense in future periods may |
Note 8 - Debt
Note 8 - Debt | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Long-Term Debt [Text Block] | 8. The carrying amount of long-term debt consisted of the following (in thousands): September 30, 2022 December 31, 2021 Senior Credit Facilities (as defined below) $ 2,286,592 $ 2,311,890 Senior Notes (as defined below) 650,000 650,000 Convertible Notes (as defined below) 920,000 920,000 Finance lease liabilities 5,226 5,621 Total debt 3,861,818 3,887,511 Less: Unamortized debt discount (17,395 ) (20,602 ) Less: Unamortized debt issuance costs (25,087 ) (28,572 ) Less: Current portion of long-term debt (51,659 ) (38,837 ) Total long-term debt $ 3,767,677 $ 3,799,500 Senior Credit Facilities. 2025 2” 2027 2” 2027 3” 2028 4" 2025 2, 2, 3 4, Refer to the table below summarizing the Company’s outstanding term loans as of September 30, 2022 10 2021 10 As of September 30, 2022 $44.1 million of outstanding letters of credit September 30, 2022 Instrument Draw Date(s) Original Principal Amortization Per Annum (1) Outstanding Principal Final Maturity Date Final Scheduled Principal Payment Benchmark Rate Applicable Margin (2) Interest Rate Term Loan A-2 5/8/2019 (3) (3) $ 700,000 Varies (4) $ 646,823 10/30/2025 $ 476,607 LIBOR 1.75% 4.87% Term Loan B-2 1/7/2019 250,000 1.0% 241,250 10/30/2027 228,750 LIBOR 2.00% 5.12% Term Loan B-3 6/14/2019 (5) (5) 625,000 1.0% 608,519 10/30/2027 577,472 LIBOR 2.00% 5.12% Term Loan B-4 5/3/2021 800,000 1.0% 790,000 5/3/2028 746,000 LIBOR 2.00% 5.12% Total $ 2,375,000 $ 2,286,592 $ 2,028,829 ( 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 ( 2 The Term Loan A- 2 ( 3 On May 8, 2019, October 1, 2019, October 30, 2020, ( 4 Per annum amortization rates for years one five October 30, 2020 ( 5 On June 14, 2019, October 30, 2020, Senior Notes. November 2020, 2030 4.00% May 15th November 15th November 9, 2020 ( At any time and from time to time prior to November 15, 2025, may November 15, 2025, may November 15, 2023, may not one 104% 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. March 2021, 2026 “2026 2028 “2028 2026 2026 2028 March 5, 2021 ( The 2026 not 2026 not 2028 2028 March 15th September 15th 2026 March 15, 2026, 2028 March 15, 2028. 2026 2028 $1,000 2026 2028 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, 2026 December 15, 2025, may 2026 second December 15, 2027, 2028 December 15, 2027, may 2028 second may not The Company may not 2026 March 20, 2024 may not 2028 March 20, 2025. No March 20, 2024 December 15, 2025, may 2026 March 20, 2025 December 15, 2027, may 2028 not not 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 The carrying amounts of the Convertible Notes consisted of the following (in thousands): September 30, 2022 December 31, 2021 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 (10,367 ) (7,028 ) (17,395 ) (12,611 ) (7,991 ) (20,602 ) Less: Unamortized debt issuance costs (283 ) (198 ) (481 ) (344 ) (226 ) (570 ) Net carrying amount $ 564,350 $ 337,774 $ 902,124 $ 562,045 $ 336,783 $ 898,828 Interest expense on the Convertible Notes consisted of the following (dollars in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 2026 Notes 2028 Notes Total 2026 Notes 2028 Notes Total 2026 Notes 2028 Notes Total 2026 Notes 2028 Notes Total Contractual interest expense $ - $ 970 $ 970 $ - $ 970 $ 970 $ - $ 2,911 $ 2,911 $ - $ 2,232 $ 2,232 Amortization of discount 756 325 1,081 756 325 1,081 2,244 963 3,207 1,726 741 2,467 Amortization of debt issuance costs 21 9 30 21 9 30 61 28 89 47 21 68 Total interest expense $ 777 $ 1,304 $ 2,081 $ 777 $ 1,304 $ 2,081 $ 2,305 $ 3,902 $ 6,207 $ 1,773 $ 2,994 $ 4,767 Effective interest rate 0.5 % 1.5 % 0.5 % 1.5 % 0.5 % 1.5 % 0.5 % 1.5 % General. $250.0 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. Unamortized debt issuance costs consisted of the following (in thousands): September 30, 2022 December 31, 2021 Revolving Credit Facility portion: Other noncurrent assets $ 2,073 $ 2,576 Term loans and Notes portion: Long-term debt (contra account) 25,087 28,572 Total $ 27,160 $ 31,148 The Company recorded debt issuance cost amortization of $1.3 million and $1.4 million for the three September 30, 2022 2021 nine September 30, 2022 2021 The future maturities of outstanding borrowings as of September 30, 2022 Year Ending December 31, Amount 2022 (remaining three months) $ 12,688 2023 55,008 2024 76,285 2025 557,147 2026 591,709 Thereafter 2,563,755 Total $ 3,856,592 The Company has issued letters of credit totaling $44.1 million on behalf of Wisper to guarantee its performance obligations under a Federal Communications Commission (“FCC”) broadband funding program, as of September 30, 2022 September 30, 2022 no Total letter of credit issuances under the Revolving Credit Facility were million at September 30, 2022 and accrued fees at a rate of approximately per annum. On May 3, 2022, r an additional $75.0 mi September 30, 2022. The Company was in compliance with all debt covenants as of September 30, 2022 |
Note 9 - Interest Rate Swaps
Note 9 - Interest Rate Swaps | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 9. The Company is party to two A summary of the significant terms of the Company’s interest rate swap agreements is as follows (dollars in thousands): Entry Effective Maturity Notional Settlement Settlement Fixed Date Date Date (1) Amount Type Frequency Base Rate Swap A 3/7/2019 3/11/2019 3/11/2029 $ 850,000 Receive one-month LIBOR, pay fixed Monthly 2.653% Swap B 3/6/2019 6/15/2020 2/28/2029 350,000 Receive one-month LIBOR, pay fixed Monthly 2.739% Total $ 1,200,000 ( 1 Each swap may The combined fair values of the Company’s interest rate swaps are reflected within the condensed consolidated balance sheets as follows (in thousands): September 30, 2022 December 31, 2021 Assets: Current portion: Prepaid and other current assets $ 18,994 $ - Noncurrent portion: Other noncurrent assets $ 54,305 $ - Liabilities: Current portion: Accounts payable and accrued liabilities $ - $ 26,662 Noncurrent portion: Interest rate swap liability $ - $ 81,627 Net Asset (Liability) $ 73,299 $ (108,289 ) Stockholders’ Equity: Accumulated other comprehensive income (loss) $ 55,388 $ (81,873 ) The combined effect of the Company’s interest rate swaps on the condensed consolidated statements of operations and comprehensive income was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Interest expense $ 1,463 $ 7,920 $ 14,873 $ 23,371 Unrealized gain (loss) on cash flow hedges, gross $ 62,517 $ 12,867 $ 181,588 $ 65,436 Less: Tax effect (15,269 ) (3,364 ) (44,327 ) (16,494 ) Unrealized gain (loss) on cash flow hedges, net of tax $ 47,248 $ 9,503 $ 137,261 $ 48,942 The Company does not |
Note 10 - Fair Value Measuremen
Note 10 - Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 10. Financial Assets and Liabilities. September 30, 2022 not The carrying amounts, fair values and related fair value hierarchy levels of the Company’s financial assets and liabilities as of September 30, 2022 September 30, 2022 Carrying Fair Fair Value Amount Value Hierarchy Assets: Cash and cash equivalents: Money market investments $ 107,718 $ 107,718 Level 1 Commercial paper $ 99,495 $ 99,346 Level 2 Other noncurrent assets (including current portion): Interest rate swap asset $ 73,299 $ 73,299 Level 2 Liabilities: Long-term debt (including current portion): Term loans $ 2,286,592 $ 2,252,293 Level 2 Senior Notes $ 650,000 $ 503,750 Level 2 Convertible Notes $ 920,000 $ 688,804 Level 2 Other noncurrent liabilities: MBI Net Option $ 35,520 $ 35,520 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 2 three 2 2 3 The assumptions used to determine the fair value of the MBI Net Option consisted of the following: September 30, 2022 December 31, 2021 Cable One MBI Cable One MBI Equity volatility 37.0 % 31.0 % 30.0 % 30.0 % EBITDA volatility 10.0 % 10.0 % 10.0 % 10.0 % EBITDA risk-adjusted discount rate 8.5 % 10.0 % 5.0 % 6.5 % Cost of debt 7.5 % 4.0 % 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 not 5 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. not may No nine September 30, 2022 2021 |
Note 11 - Stockholders' Equity
Note 11 - Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 11. EQUITY Treasury Stock. September 30, 2022 Share Repurchase Programs. July 1, 2015, "2015 May 20, 2022, no "2022 2015 2015 second 2022 2022 September 30, 2022 2022 may September 30, 2022 nine September 30, 2022 Tax Withholding for Equity Awards. nine September 30, 2022 2021 |
Note 12 - Equity-based Compensa
Note 12 - Equity-based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 12. At the Company’s 2022 May 20, 2022, 2022 “2022 March 28, 2022. The 2022 2015 “2015 2022 2015 No 2015 The 2015 2022 September 30, 2022 , shares were available for issuance under the 2022 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 condensed consolidated statements of operations and comprehensive income, was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Restricted Stock $ 5,250 $ 4,656 $ 15,072 $ 12,629 SARs 610 772 1,944 2,205 Total $ 5,860 $ 5,428 $ 17,016 $ 14,834 The Company recognized excess tax benefits of $0.1 million and $3.5 million during the three September 30, 2022 2021 nine September 30, 2022 2021 September 30, 2022 Restricted Stock. nine September 30, 2022 Weighted Average Grant Restricted Date Fair Value Stock Per Share Outstanding as of December 31, 2021 34,026 $ 1,487.02 Granted 18,860 $ 1,689.00 Forfeited (1,493 ) $ 1,874.00 Vested and issued (7,707 ) $ 1,196.92 Outstanding as of September 30, 2022 43,686 $ 1,612.17 Vested and deferred as of September 30, 2022 6,930 $ 889.11 At September 30, 2022 Stock Appreciation Rights. nine September 30, 2022 Weighted Weighted Average Weighted Average Aggregate Remaining Stock Average Grant Intrinsic Contractual Appreciation Exercise Date Fair Value Term Rights Price Value (in thousands) (in years) 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 September 30, 2022 41,115 $ 1,072.88 $ 262.99 $ 3,087 6.3 Exercisable as of September 30, 2022 26,990 $ 856.22 $ 204.49 $ 2,958 5.7 At September 30, 2022 |
Note 13 - Income Taxes
Note 13 - Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 13. The Company’s effective tax rate was 23.7% and 20.3% for the three September 30, 2022 2021 nine September 30, 2022 2021 Th e increase in three September 30, 2022 not The increase in the effective tax rate for the nine September 30, 2022 not March 31, 2022. |
Note 14 - Other Income and Expe
Note 14 - Other Income and Expense | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Other Income and Other Expense Disclosure [Text Block] | 14. Other income (expense) consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 MBI Net Option fair value adjustment $ (2,800 ) $ (25,600 ) $ 88,100 $ (41,390 ) Write-off of debt issuance costs - - - (2,131 ) Interest and investment income 3,358 2,818 9,843 8,435 Gain on step acquisition - - - 33,406 Mark-to-market adjustments and other 276 (51 ) (983 ) (904 ) Other income (expense), net $ 834 $ (22,833 ) $ 96,960 $ (2,584 ) |
Note 15 - Net Income Per Common
Note 15 - Net Income Per Common Share | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 15. 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): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net income - basic $ 70,607 $ 52,255 $ 311,328 $ 226,989 Add: Convertible Notes interest expense, net of tax 1,561 1,561 4,655 3,575 Net income - diluted $ 72,168 $ 53,816 $ 315,983 $ 230,564 Denominator: Weighted average common shares outstanding - basic 5,836,731 6,019,517 5,933,372 6,015,450 Effect of dilutive equity-based compensation awards (1) 20,278 37,110 20,335 38,257 Effect of dilution from if-converted Convertible Notes (2) 404,248 404,248 404,248 309,029 Weighted average common shares outstanding - diluted 6,261,257 6,460,875 6,357,955 6,362,736 Net Income per Common Share: Basic $ 12.10 $ 8.68 $ 52.47 $ 37.73 Diluted $ 11.53 $ 8.33 $ 49.70 $ 36.24 Supplemental Net Income per Common Share Disclosure: Anti-dilutive shares from equity-based compensation awards (1) 13,068 3,119 13,068 3,119 ( 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 |
Note 16 - Commitments and Conti
Note 16 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 16. Contractual Obligations. not September 30, 2022 no 2021 10 In addition, the Company incurs recurring utility pole rental costs and fees imposed by various governmental authorities, including franchise fees, as part of its operations. However, these costs are not September 30, 2022 no 8 Litigation and Legal Matters. no Regulation in the Company s Industry. Equity Investments. 5 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation. 10 01 X 1934, 2021 10 The December 31, 2021 2021 10 not may not |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation. |
Segment Reporting, Policy [Policy Text Block] | Segment Reporting. 280 Segment Reporting |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates. may |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Accounting Pronouncements. November 2021, No. 2021 10, Government Assistance (Topic 832 2021 10 first 2022. not In October 2021, 2021 08, Business Combinations (Topic 805 2021 08 first 2022. not Recently Issued But Not March 2020, No. 2020 04, Reference Rate Reform (Topic 848 2020 04 may December 31, 2022. 2020 04 |
Note 2 - Acquisitions (Tables)
Note 2 - Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | Useful Life Fair Value (in years) Customer relationships $ 15,400 14.0 Trademark and trade name $ 500 3.0 Franchise agreements $ 49,600 Indefinite Useful Life Fair Value (in years) Customer relationships $ 472,000 13.7 Trademark and trade name $ 10,000 4.2 Franchise agreements $ 1,110,000 Indefinite |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Initial Purchase Price Allocation Measurement Period Adjustments Purchase Price Allocation Assets Acquired Cash and cash equivalents $ 17,652 $ - $ 17,652 Accounts receivable 17,991 (62 ) 17,929 Income taxes receivable - 720 720 Prepaid and other current assets 8,006 - 8,006 Property, plant and equipment 457,158 (525 ) 456,633 Intangible assets 1,592,000 - 1,592,000 Other noncurrent assets 4,636 2,940 7,576 Total Assets Acquired 2,097,443 3,073 2,100,516 Liabilities Assumed Accounts payable and accrued liabilities 36,457 1,770 38,227 Deferred revenue (short-term portion) 8,462 - 8,462 Current portion of long-term debt 1,375 (1,375 ) - Long-term debt 2,912 (2,912 ) - Deferred income taxes 437,725 3,652 441,377 Other noncurrent liabilities 6,974 2,912 9,886 Total Liabilities Assumed 493,905 4,047 497,952 Net assets acquired 1,603,538 (974 ) 1,602,564 Purchase price consideration (1) 2,117,866 (756 ) 2,117,110 Goodwill recognized $ 514,328 $ 218 $ 514,546 |
Note 3 - Revenues (Tables)
Note 3 - Revenues (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Revenue from External Customers by Products and Services [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Residential: Data $ 233,834 $ 219,942 $ 697,317 $ 611,196 Video 80,525 89,507 249,944 252,764 Voice 10,494 12,645 33,105 35,235 Business services 75,847 85,728 228,999 222,706 Other 24,018 22,415 71,163 51,347 Total revenues $ 424,718 $ 430,237 $ 1,280,528 $ 1,173,248 Franchise and other regulatory fees $ 7,796 $ 8,683 $ 23,852 $ 22,945 Deferred commission amortization $ 1,282 $ 1,318 $ 3,799 $ 4,051 |
Note 4 - Operating Assets and_2
Note 4 - Operating Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | September 30, 2022 December 31, 2021 Trade receivables $ 47,553 $ 41,947 Other receivables 17,148 16,847 Less: Allowance for credit losses (3,233 ) (2,541 ) Total accounts receivable, net $ 61,468 $ 56,253 |
Schedule of Allowance for Doubtful Accounts [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (1) Beginning balance $ 3,255 $ 2,843 $ 2,541 $ 1,252 Additions - charged to costs and expenses 2,979 2,190 6,774 4,812 Deductions - write-offs (4,324 ) (3,580 ) (10,216 ) (7,931 ) Recoveries collected 1,323 1,340 4,134 4,660 Ending balance $ 3,233 $ 2,793 $ 3,233 $ 2,793 |
Prepaid and Other Current Assets [Table Text Block] | September 30, 2022 December 31, 2021 Prepaid repairs and maintenance $ 5,321 $ 4,788 Software implementation costs 1,349 1,199 Prepaid insurance 5,045 3,325 Prepaid rent 3,508 2,107 Prepaid software 7,540 6,982 Deferred commissions 4,444 4,295 Interest rate swap asset 18,994 - Inventory 5,137 - All other current assets 9,911 9,009 Total prepaid and other current assets $ 61,249 $ 31,705 |
Schedule of Other Assets, Noncurrent [Table Text Block] | September 30, 2022 December 31, 2021 Operating lease right-of-use assets $ 10,912 $ 15,501 Deferred commissions 8,483 8,624 Software implementation costs 6,809 7,782 Debt issuance costs 2,073 2,576 Debt investment 2,072 - Assets held for sale 1,032 3,819 Interest rate swap asset 54,305 - All other noncurrent assets 2,225 4,020 Total other noncurrent assets $ 87,911 $ 42,322 |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | September 30, 2022 December 31, 2021 Accounts payable $ 39,684 $ 35,716 Accrued programming costs 22,795 23,703 Accrued compensation and related benefits 31,680 34,731 Accrued sales and other operating taxes 15,826 12,872 Accrued franchise fees 4,039 4,397 Deposits 6,399 6,840 Operating lease liabilities 3,833 5,633 Interest rate swap liability - 26,662 Accrued insurance costs 6,267 5,542 Cash overdrafts 17,207 11,517 Equity investment payable (1) 3,087 13,387 Interest payable 11,001 5,172 Income taxes payable 14,177 - All other accrued liabilities 17,502 17,215 Total accounts payable and accrued liabilities $ 193,497 $ 203,387 |
Other Noncurrent Liabilities [Table Text Block] | September 30, 2022 December 31, 2021 Operating lease liabilities $ 6,352 $ 9,098 Accrued compensation and related benefits 9,990 11,010 Deferred revenue 8,126 6,854 MBI Net Option (as defined in note 5) (1) 35,520 123,620 All other noncurrent liabilities 5,035 5,959 Total other noncurrent liabilities $ 65,023 $ 156,541 |
Note 5 - Equity Investments (Ta
Note 5 - Equity Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Equity Securities without Readily Determinable Fair Value [Table Text Block] | Ownership September 30, December 31, Percentage 2022 2021 Cost Method Investments MetroNet <10% $ 7,000 $ - Nextlink <20% 77,245 77,245 Point Broadband <10% 30,373 25,000 Tristar <10% 23,003 23,083 Visionary <10% 7,190 - Others <10% 13,288 13,170 Total cost method investments $ 158,099 $ 138,498 Equity Method Investments Clearwave Fiber ~58% $ 425,525 $ - MBI (1) 45.0% 569,033 557,715 Wisper 40.4% 33,279 31,352 Total equity method investments $ 1,027,837 $ 589,067 Total equity investments $ 1,185,936 $ 727,565 |
Equity Method Investments [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Equity Method Investment Income (Loss) Clearwave Fiber $ (3,550 ) $ - $ (14,475 ) $ - MBI (1) 3,243 (132 ) 11,318 (3,753 ) Wisper 321 1,243 1,927 3,222 Total $ 14 $ 1,111 $ (1,230 ) $ (531 ) Other Income (Expense), Net MBI Net Option change in fair value $ (2,800 ) $ (25,600 ) $ 88,100 $ (41,390 ) |
Note 6 - Property, Plant and _2
Note 6 - Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | September 30, 2022 December 31, 2021 Cable distribution systems $ 2,391,160 $ 2,509,795 Customer premise equipment 334,663 320,937 Other equipment and fixtures 464,562 472,319 Buildings and improvements 136,926 142,754 Capitalized software 96,239 89,662 Construction in progress 212,395 172,706 Land 12,134 12,134 Right-of-use assets 11,310 11,241 Property, plant and equipment, gross 3,659,389 3,731,548 Less: Accumulated depreciation and amortization (1,999,620 ) (1,877,444 ) Property, plant and equipment, net $ 1,659,769 $ 1,854,104 |
Note 7 - Goodwill and Intangi_2
Note 7 - Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | September 30, 2022 December 31, 2021 Useful Life Gross Net Gross Net Range Carrying Accumulated Carrying Carrying Accumulated Carrying (in years) Amount Amortization Amount Amount Amortization Amount Finite-Lived Intangible Assets Customer relationships 13.5 – 17 $ 784,381 $ 204,450 $ 579,931 $ 857,100 $ 153,699 $ 703,401 Trademarks and trade names 2.7 – 4.2 11,846 6,177 5,669 13,500 3,852 9,648 Wireless licenses 10 – 15 1,418 250 1,168 1,418 142 1,276 Total finite-lived intangible assets $ 797,645 $ 210,877 $ 586,768 $ 872,018 $ 157,693 $ 714,325 Indefinite-Lived Intangible Assets Franchise agreements $ 2,100,546 $ 2,139,312 Trade names 800 7,500 Total indefinite-lived intangible assets $ 2,101,346 $ 2,146,812 Total intangible assets, net $ 2,688,114 $ 2,861,137 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year Ending December 31, Amount 2022 (remaining three months) $ 20,968 2023 72,618 2024 65,828 2025 60,840 2026 55,326 Thereafter 311,188 Total $ 586,768 |
Note 8 - Debt (Tables)
Note 8 - Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Long-Term Debt Instruments [Table Text Block] | September 30, 2022 December 31, 2021 Senior Credit Facilities (as defined below) $ 2,286,592 $ 2,311,890 Senior Notes (as defined below) 650,000 650,000 Convertible Notes (as defined below) 920,000 920,000 Finance lease liabilities 5,226 5,621 Total debt 3,861,818 3,887,511 Less: Unamortized debt discount (17,395 ) (20,602 ) Less: Unamortized debt issuance costs (25,087 ) (28,572 ) Less: Current portion of long-term debt (51,659 ) (38,837 ) Total long-term debt $ 3,767,677 $ 3,799,500 |
Summary of Term Loans [Table Text Block] | Instrument Draw Date(s) Original Principal Amortization Per Annum (1) Outstanding Principal Final Maturity Date Final Scheduled Principal Payment Benchmark Rate Applicable Margin (2) Interest Rate Term Loan A-2 5/8/2019 (3) (3) $ 700,000 Varies (4) $ 646,823 10/30/2025 $ 476,607 LIBOR 1.75% 4.87% Term Loan B-2 1/7/2019 250,000 1.0% 241,250 10/30/2027 228,750 LIBOR 2.00% 5.12% Term Loan B-3 6/14/2019 (5) (5) 625,000 1.0% 608,519 10/30/2027 577,472 LIBOR 2.00% 5.12% Term Loan B-4 5/3/2021 800,000 1.0% 790,000 5/3/2028 746,000 LIBOR 2.00% 5.12% Total $ 2,375,000 $ 2,286,592 $ 2,028,829 |
Convertible Debt [Table Text Block] | September 30, 2022 December 31, 2021 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 (10,367 ) (7,028 ) (17,395 ) (12,611 ) (7,991 ) (20,602 ) Less: Unamortized debt issuance costs (283 ) (198 ) (481 ) (344 ) (226 ) (570 ) Net carrying amount $ 564,350 $ 337,774 $ 902,124 $ 562,045 $ 336,783 $ 898,828 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 2026 Notes 2028 Notes Total 2026 Notes 2028 Notes Total 2026 Notes 2028 Notes Total 2026 Notes 2028 Notes Total Contractual interest expense $ - $ 970 $ 970 $ - $ 970 $ 970 $ - $ 2,911 $ 2,911 $ - $ 2,232 $ 2,232 Amortization of discount 756 325 1,081 756 325 1,081 2,244 963 3,207 1,726 741 2,467 Amortization of debt issuance costs 21 9 30 21 9 30 61 28 89 47 21 68 Total interest expense $ 777 $ 1,304 $ 2,081 $ 777 $ 1,304 $ 2,081 $ 2,305 $ 3,902 $ 6,207 $ 1,773 $ 2,994 $ 4,767 Effective interest rate 0.5 % 1.5 % 0.5 % 1.5 % 0.5 % 1.5 % 0.5 % 1.5 % |
Unamortized Debt Issuance Costs [Table Text Block] | September 30, 2022 December 31, 2021 Revolving Credit Facility portion: Other noncurrent assets $ 2,073 $ 2,576 Term loans and Notes portion: Long-term debt (contra account) 25,087 28,572 Total $ 27,160 $ 31,148 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | Year Ending December 31, Amount 2022 (remaining three months) $ 12,688 2023 55,008 2024 76,285 2025 557,147 2026 591,709 Thereafter 2,563,755 Total $ 3,856,592 |
Note 9 - Interest Rate Swaps (T
Note 9 - Interest Rate Swaps (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Derivative Instruments [Table Text Block] | Entry Effective Maturity Notional Settlement Settlement Fixed Date Date Date (1) Amount Type Frequency Base Rate Swap A 3/7/2019 3/11/2019 3/11/2029 $ 850,000 Receive one-month LIBOR, pay fixed Monthly 2.653% Swap B 3/6/2019 6/15/2020 2/28/2029 350,000 Receive one-month LIBOR, pay fixed Monthly 2.739% Total $ 1,200,000 |
Schedule of Cash Flow Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block] | September 30, 2022 December 31, 2021 Assets: Current portion: Prepaid and other current assets $ 18,994 $ - Noncurrent portion: Other noncurrent assets $ 54,305 $ - Liabilities: Current portion: Accounts payable and accrued liabilities $ - $ 26,662 Noncurrent portion: Interest rate swap liability $ - $ 81,627 Net Asset (Liability) $ 73,299 $ (108,289 ) Stockholders’ Equity: Accumulated other comprehensive income (loss) $ 55,388 $ (81,873 ) Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Interest expense $ 1,463 $ 7,920 $ 14,873 $ 23,371 Unrealized gain (loss) on cash flow hedges, gross $ 62,517 $ 12,867 $ 181,588 $ 65,436 Less: Tax effect (15,269 ) (3,364 ) (44,327 ) (16,494 ) Unrealized gain (loss) on cash flow hedges, net of tax $ 47,248 $ 9,503 $ 137,261 $ 48,942 |
Note 10 - Fair Value Measurem_2
Note 10 - Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | September 30, 2022 Carrying Fair Fair Value Amount Value Hierarchy Assets: Cash and cash equivalents: Money market investments $ 107,718 $ 107,718 Level 1 Commercial paper $ 99,495 $ 99,346 Level 2 Other noncurrent assets (including current portion): Interest rate swap asset $ 73,299 $ 73,299 Level 2 Liabilities: Long-term debt (including current portion): Term loans $ 2,286,592 $ 2,252,293 Level 2 Senior Notes $ 650,000 $ 503,750 Level 2 Convertible Notes $ 920,000 $ 688,804 Level 2 Other noncurrent liabilities: MBI Net Option $ 35,520 $ 35,520 Level 3 |
MBI Net Option [Member] | |
Notes Tables | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | September 30, 2022 December 31, 2021 Cable One MBI Cable One MBI Equity volatility 37.0 % 31.0 % 30.0 % 30.0 % EBITDA volatility 10.0 % 10.0 % 10.0 % 10.0 % EBITDA risk-adjusted discount rate 8.5 % 10.0 % 5.0 % 6.5 % Cost of debt 7.5 % 4.0 % |
Note 12 - Equity-based Compen_2
Note 12 - Equity-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Restricted Stock $ 5,250 $ 4,656 $ 15,072 $ 12,629 SARs 610 772 1,944 2,205 Total $ 5,860 $ 5,428 $ 17,016 $ 14,834 |
Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block] | Weighted Average Grant Restricted Date Fair Value Stock Per Share Outstanding as of December 31, 2021 34,026 $ 1,487.02 Granted 18,860 $ 1,689.00 Forfeited (1,493 ) $ 1,874.00 Vested and issued (7,707 ) $ 1,196.92 Outstanding as of September 30, 2022 43,686 $ 1,612.17 Vested and deferred as of September 30, 2022 6,930 $ 889.11 |
Share-Based Payment Arrangement, Stock Appreciation Right, Activity [Table Text Block] | Weighted Weighted Average Weighted Average Aggregate Remaining Stock Average Grant Intrinsic Contractual Appreciation Exercise Date Fair Value Term Rights Price Value (in thousands) (in years) 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 September 30, 2022 41,115 $ 1,072.88 $ 262.99 $ 3,087 6.3 Exercisable as of September 30, 2022 26,990 $ 856.22 $ 204.49 $ 2,958 5.7 |
Note 14 - Other Income and Ex_2
Note 14 - Other Income and Expense (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 MBI Net Option fair value adjustment $ (2,800 ) $ (25,600 ) $ 88,100 $ (41,390 ) Write-off of debt issuance costs - - - (2,131 ) Interest and investment income 3,358 2,818 9,843 8,435 Gain on step acquisition - - - 33,406 Mark-to-market adjustments and other 276 (51 ) (983 ) (904 ) Other income (expense), net $ 834 $ (22,833 ) $ 96,960 $ (2,584 ) |
Note 15 - Net Income Per Comm_2
Note 15 - Net Income Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net income - basic $ 70,607 $ 52,255 $ 311,328 $ 226,989 Add: Convertible Notes interest expense, net of tax 1,561 1,561 4,655 3,575 Net income - diluted $ 72,168 $ 53,816 $ 315,983 $ 230,564 Denominator: Weighted average common shares outstanding - basic 5,836,731 6,019,517 5,933,372 6,015,450 Effect of dilutive equity-based compensation awards (1) 20,278 37,110 20,335 38,257 Effect of dilution from if-converted Convertible Notes (2) 404,248 404,248 404,248 309,029 Weighted average common shares outstanding - diluted 6,261,257 6,460,875 6,357,955 6,362,736 Net Income per Common Share: Basic $ 12.10 $ 8.68 $ 52.47 $ 37.73 Diluted $ 11.53 $ 8.33 $ 49.70 $ 36.24 Supplemental Net Income per Common Share Disclosure: Anti-dilutive shares from equity-based compensation awards (1) 13,068 3,119 13,068 3,119 |
Note 1 - Description of Busin_2
Note 1 - Description of Business and Basis of Presentation (Details Textual) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Dec. 30, 2021 USD ($) | May 03, 2021 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Oct. 01, 2020 | |
Number of States in which Entity Operates | 24 | ||||
Number of Customers | 1,100,000 | ||||
Number of Operating Segments | 1 | ||||
Clearwave Fiber [Member] | |||||
Percentage of Revenue | 3% | ||||
Equity Method Investment, Ownership Percentage | 58% | 58% | |||
Equity Method Investments, Fair Value Disclosure | $ 440 | $ 440 | |||
Hargray [Member] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 85% | 15% | |||
Payments to Acquire Businesses, Gross | $ 2,000 | ||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination, Total | $ 2,200 | ||||
Cable America Missouri, LLC [Member] | |||||
Payments to Acquire Businesses, Gross | $ 113.1 | ||||
Data [Member] | |||||
Number of Customers | 1,062,000 | ||||
Video [Member] | |||||
Number of Customers | 202,000 | ||||
Voice [Member] | |||||
Number of Customers | 136,000 |
Note 2 - Acquisitions (Details
Note 2 - Acquisitions (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Dec. 30, 2021 | May 03, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Oct. 01, 2020 | |
Hosting Arrangement, Service Contract, Implementation Cost, Capitalized, before Accumulated Amortization | $ 300 | $ 800 | $ 300 | $ 800 | ||||
Business Combination, Acquisition Related Costs | 2,800 | 10,000 | ||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | 0 | $ 0 | 0 | $ 33,406 | ||||
Goodwill, Ending Balance | 928,947 | 928,947 | $ 967,913 | |||||
Cable America Missouri, LLC [Member] | ||||||||
Payments to Acquire Businesses, Gross | $ 113,100 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life (Year) | 13 years 8 months 12 days | |||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 25,600 | |||||||
Hargray [Member] | ||||||||
Payments to Acquire Businesses, Gross | $ 2,000,000 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life (Year) | 13 years 6 months | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 85% | 15% | ||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination, Total | $ 2,200,000 | |||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | $ 146,600 | |||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 15% | |||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | $ 33,400 | |||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Carrying Value | $ 113,200 | |||||||
Goodwill, Ending Balance | $ 514,500 | $ 514,500 |
Note 2 - Acquisitions - Identif
Note 2 - Acquisitions - Identifiable Intangible Assets Acquired (Details) - USD ($) $ in Millions | Dec. 30, 2021 | May 03, 2021 |
Cable America Missouri, LLC [Member] | ||
Useful Life (Year) | 13 years 8 months 12 days | |
Cable America Missouri, LLC [Member] | Franchise Rights [Member] | ||
Fair Value | $ 49.6 | |
Hargray [Member] | ||
Useful Life (Year) | 13 years 6 months | |
Hargray [Member] | Franchise Rights [Member] | ||
Fair Value | $ 1,110 | |
Customer Relationships [Member] | Cable America Missouri, LLC [Member] | ||
Fair Value | $ 15.4 | |
Useful Life (Year) | 14 years | |
Customer Relationships [Member] | Hargray [Member] | ||
Fair Value | $ 472 | |
Useful Life (Year) | 13 years 8 months 12 days | |
Trademarks and Trade Names [Member] | Cable America Missouri, LLC [Member] | ||
Fair Value | $ 0.5 | |
Useful Life (Year) | 3 years | |
Trademarks and Trade Names [Member] | Hargray [Member] | ||
Fair Value | $ 10 | |
Useful Life (Year) | 4 years 2 months 12 days |
Note 2 - Acquisitions - Allocat
Note 2 - Acquisitions - Allocation of Purchase Price Consideration (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | May 03, 2021 | |
Goodwill, Ending Balance | $ 928,947 | $ 967,913 | ||
Hargray [Member] | ||||
Goodwill, Ending Balance | $ 514,500 | |||
Hargray [Member] | Estimate of Fair Value Measurement [Member] | ||||
Cash and cash equivalents | $ 17,652 | |||
Accounts receivable | 17,991 | |||
Income taxes receivable | 0 | |||
Prepaid and other current assets | 8,006 | |||
Property, plant and equipment | 457,158 | |||
Intangible assets | 1,592,000 | |||
Other noncurrent assets | 4,636 | |||
Total Assets Acquired | 2,097,443 | |||
Accounts payable and accrued liabilities | 36,457 | |||
Deferred revenue (short-term portion) | 8,462 | |||
Current portion of long-term debt | 1,375 | |||
Long-term debt | 2,912 | |||
Deferred income taxes | 437,725 | |||
Other noncurrent liabilities | 6,974 | |||
Total Liabilities Assumed | 493,905 | |||
Net assets acquired | 1,603,538 | |||
Purchase price consideration(1) | [1] | 2,117,866 | ||
Goodwill, Ending Balance | 514,328 | |||
Hargray [Member] | Changes Measurement [Member] | ||||
Cash and cash equivalents | 0 | |||
Accounts receivable | (62) | |||
Income taxes receivable | 720 | |||
Prepaid and other current assets | 0 | |||
Property, plant and equipment | (525) | |||
Intangible assets | 0 | |||
Other noncurrent assets | 2,940 | |||
Total Assets Acquired | 3,073 | |||
Accounts payable and accrued liabilities | 1,770 | |||
Deferred revenue (short-term portion) | 0 | |||
Current portion of long-term debt | (1,375) | |||
Long-term debt | (2,912) | |||
Deferred income taxes | 3,652 | |||
Other noncurrent liabilities | 2,912 | |||
Total Liabilities Assumed | 4,047 | |||
Net assets acquired | (974) | |||
Purchase price consideration(1) | [1] | (756) | ||
Goodwill, Ending Balance | 218 | |||
Hargray [Member] | Reported Value Measurement [Member] | ||||
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 | |||
Accounts payable and accrued liabilities | 38,227 | |||
Deferred revenue (short-term portion) | 8,462 | |||
Current portion of long-term debt | 0 | |||
Long-term debt | 0 | |||
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) | [1] | 2,117,110 | ||
Goodwill, Ending Balance | $ 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, representing the difference between the existing equity investment’s fair value and $113.2 million carrying value. The fair value of the existing investment was calculated as approximately 15% of the fair value of Hargray’s total equity value (determined using the discounted cash flow method of the income approach, less debt), excluding the impact of any synergies or control premium that would be realized by a controlling interest. |
Note 3 - Revenues (Details Text
Note 3 - Revenues (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Contract with Customer, Liability, Current | $ 23,611 | $ 26,851 |
Contract with Customer, Liability, Revenue Recognized | $ 23,900 |
Note 3 - Revenues - Revenues by
Note 3 - Revenues - Revenues by Product Line (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | $ 424,718 | $ 430,237 | $ 1,280,528 | $ 1,173,248 |
Deferred commission amortization | 1,282 | 1,318 | 3,799 | 4,051 |
Data [Member] | ||||
Revenues | 233,834 | 219,942 | 697,317 | 611,196 |
Video [Member] | ||||
Revenues | 80,525 | 89,507 | 249,944 | 252,764 |
Voice [Member] | ||||
Revenues | 10,494 | 12,645 | 33,105 | 35,235 |
Business Services [Member] | ||||
Revenues | 75,847 | 85,728 | 228,999 | 222,706 |
Product and Service, Other [Member] | ||||
Revenues | 24,018 | 22,415 | 71,163 | 51,347 |
Fees Imposed by Various Governmental Authorities Passed Through to Customer [Member] | ||||
Revenues | $ 7,796 | $ 8,683 | $ 23,852 | $ 22,945 |
Note 4 - Operating Assets and_3
Note 4 - Operating Assets and Liabilities (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 27 Months Ended | ||||
May 03, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Credit Loss Expense (Reversal) | $ 2,979 | $ 2,190 | $ 6,774 | $ 4,812 | |||
Call Option [Member] | MBI Net Option [Member] | |||||||
Derivative Asset, Subject to Master Netting Arrangement, before Offset | 27,000 | 27,000 | $ 27,000 | ||||
Derivative Asset, Subject to Master Netting Arrangement, Liability Offset | $ 17,800 | ||||||
Put Option [Member] | MBI Net Option [Member] | |||||||
Derivative Asset, Subject to Master Netting Arrangement, Liability Offset | $ 62,500 | 62,500 | 62,500 | $ 105,800 | |||
Wisper ISP, LLC [Member] | |||||||
Payments to Acquire Equity Method Investments | $ 10,300 | $ 22,200 | |||||
Hargray [Member] | |||||||
Accounts Receivable, Credit Loss Expense (Reversal) | $ 1,400 |
Note 4 - Operating Assets and_4
Note 4 - Operating Assets and Liabilities - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Trade receivables | $ 47,553 | $ 41,947 |
Other receivables | 17,148 | 16,847 |
Less: Allowance for credit losses | (3,233) | (2,541) |
Total accounts receivable, net | $ 61,468 | $ 56,253 |
Note 4 - Operating Assets and_5
Note 4 - Operating Assets and Liabilities - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Beginning balance | $ 3,255 | $ 2,843 | $ 2,541 | $ 1,252 |
Additions - charged to costs and expenses | 2,979 | 2,190 | 6,774 | 4,812 |
Deductions - write-offs | (4,324) | (3,580) | (10,216) | (7,931) |
Recoveries collected | 1,323 | 1,340 | 4,134 | 4,660 |
Ending balance | $ 3,233 | $ 2,793 | $ 3,233 | $ 2,793 |
Note 4 - Operating Assets and_6
Note 4 - Operating Assets and Liabilities - Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid repairs and maintenance | $ 5,321 | $ 4,788 |
Software implementation costs | 1,349 | 1,199 |
Prepaid insurance | 5,045 | 3,325 |
Prepaid rent | 3,508 | 2,107 |
Prepaid software | 7,540 | 6,982 |
Deferred commissions | 4,444 | 4,295 |
Inventory | 5,137 | 0 |
All other current assets | 9,911 | 9,009 |
Total prepaid and other current assets | 61,249 | 31,705 |
Interest Rate Swap [Member] | ||
Interest rate swap asset | $ 18,994 | $ 0 |
Note 4 - Operating Assets and_7
Note 4 - Operating Assets and Liabilities - Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Operating lease right-of-use assets | $ 10,912 | $ 15,501 |
Deferred commissions | 8,483 | 8,624 |
Software implementation costs | 6,809 | 7,782 |
Debt issuance costs | 2,073 | 2,576 |
Debt investment | 2,072 | 0 |
Assets held for sale | 1,032 | 3,819 |
All other noncurrent assets | 2,225 | 4,020 |
Total other noncurrent assets | 87,911 | 42,322 |
Interest Rate Swap [Member] | ||
Derivative Assets, Noncurrent, Total | $ 54,305 | $ 0 |
Note 4 - Operating Assets and_8
Note 4 - Operating Assets and Liabilities - Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Interest payable | $ 11,001 | $ 5,172 | |
Income taxes payable | 14,177 | 0 | |
Total accounts payable and accrued liabilities, current | 193,497 | 203,387 | |
Accounts Payable and Accrued Liabilities [Member] | |||
Accounts payable, current | 39,684 | 35,716 | |
Accrued programming costs | 22,795 | 23,703 | |
Accrued compensation and related benefits | 31,680 | 34,731 | |
Accrued sales and other operating taxes | 15,826 | 12,872 | |
Accrued franchise fees | 4,039 | 4,397 | |
Deposits | 6,399 | 6,840 | |
Operating lease liabilities | 3,833 | 5,633 | |
Interest rate swap liability | 0 | 26,662 | |
Accrued insurance costs | 6,267 | 5,542 | |
Cash overdrafts | 17,207 | 11,517 | |
Equity investment payable | [1] | 3,087 | 13,387 |
All other accrued liabilities | $ 17,502 | $ 17,215 | |
[1]Consists of the unfunded portion of the Company’s equity investment in Wisper ISP, LLC (“Wisper”). The Company funded $8.3 million of the then outstanding investment payable to Wisper during the six months ended June 30, 2022. Refer to note 5 for details on this investment. |
Note 4 - Operating Assets and_9
Note 4 - Operating Assets and Liabilities - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
MBI Net Option (as defined in note 5)(1) | $ 0 | $ 81,627 | |
Total other noncurrent liabilities | 65,023 | 156,541 | |
Other Noncurrent Liabilities [Member] | |||
Operating lease liabilities | 6,352 | 9,098 | |
Accrued compensation and related benefits | 9,990 | 11,010 | |
Deferred revenue | 8,126 | 6,854 | |
MBI Net Option (as defined in note 5)(1) | [1] | 35,520 | 123,620 |
All other noncurrent liabilities | $ 5,035 | $ 5,959 | |
[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 5), consisting of an asset of $28.9 million and a liability of $61.7 million, respectively, as of June 30, 2022 and a liability of $17.8 million and a liability of $105.8 million, respectively, as of December 31, 2021. Refer to notes 5 and 10 for further information on the MBI Net Option (as defined in note 5). |
Note 5 - Equity Investments (De
Note 5 - Equity Investments (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 27 Months Ended | ||||||||||||||||||||
Sep. 06, 2022 | Jun. 01, 2022 | Apr. 01, 2022 | Mar. 24, 2022 | Nov. 05, 2021 | Oct. 18, 2021 | Oct. 01, 2021 | May 03, 2021 | Nov. 12, 2020 | Oct. 01, 2020 | May 04, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Jul. 10, 2020 | ||||||
Payments to Acquire Investments, Total | $ 25,075 | $ 0 | |||||||||||||||||||||
Gain (Loss) on Disposition of Business | $ 0 | $ 0 | 13,833 | 0 | |||||||||||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | 0 | 0 | 0 | 33,406 | |||||||||||||||||||
Equity Method Investments | 1,027,837 | $ 589,067 | 1,027,837 | $ 1,027,837 | |||||||||||||||||||
Derivative Liability, Noncurrent | 0 | 81,627 | 0 | 0 | |||||||||||||||||||
MBI [Member] | |||||||||||||||||||||||
Finite-lived Intangible Assets, Basis Difference Between Fair Value and Carrying Value | 186,600 | ||||||||||||||||||||||
Other Noncurrent Liabilities [Member] | |||||||||||||||||||||||
Derivative Liability, Noncurrent | [1] | 35,520 | 123,620 | 35,520 | 35,520 | ||||||||||||||||||
MBI Net Option [Member] | Other Noncurrent Liabilities [Member] | |||||||||||||||||||||||
Derivative Liability, Noncurrent | $ 35,500 | $ 123,600 | 35,500 | 35,500 | |||||||||||||||||||
Hargray [Member] | |||||||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 85% | 15% | |||||||||||||||||||||
Payments to Acquire Businesses, Gross | $ 2,000,000 | ||||||||||||||||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination, Total | 2,200,000 | ||||||||||||||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | $ 33,400 | ||||||||||||||||||||||
Disposition of the Anniston Exchange [Member] | |||||||||||||||||||||||
Gain (Loss) on Disposition of Business | $ 82,600 | ||||||||||||||||||||||
Wisper ISP, LLC [Member] | |||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 40.40% | ||||||||||||||||||||||
Equity Method Investment, Aggregate Cost | $ 25,300 | ||||||||||||||||||||||
Payments to Acquire Equity Method Investments | $ 10,300 | $ 22,200 | |||||||||||||||||||||
Mega Broadband Investments Holdings [Member] | |||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 45% | ||||||||||||||||||||||
Payments to Acquire Equity Method Investments | $ 574,900 | ||||||||||||||||||||||
Clearwave Fiber [Member] | |||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 58% | 58% | 58% | 58% | |||||||||||||||||||
Gain (Loss) on Disposition of Business | $ 22,100 | ||||||||||||||||||||||
Percentage of Revenue | 3% | ||||||||||||||||||||||
Equity Method Investments, Fair Value Disclosure | $ 440,000 | $ 440,000 | $ 440,000 | $ 440,000 | |||||||||||||||||||
MBI [Member] | |||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 45% | [2] | 45% | 45% | [2] | 45% | [2] | ||||||||||||||||
Equity Method Investments | 630,700 | $ 569,033 | [2] | $ 557,715 | [2] | $ 569,033 | [2] | $ 569,033 | [2] | ||||||||||||||
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity | 499,600 | 508,300 | 499,600 | $ 499,600 | |||||||||||||||||||
Finite-lived Intangible Assets, Basis Difference Between Fair Value and Carrying Value | $ 84,000 | ||||||||||||||||||||||
Income (Loss) from Equity Method Investments Before Amortization | 6,400 | 3,800 | 21,700 | 6,800 | |||||||||||||||||||
Amortization, Total | $ 3,200 | $ 4,000 | $ 10,300 | $ 10,600 | |||||||||||||||||||
MBI [Member] | Call Option [Member] | |||||||||||||||||||||||
Derivative Assets, Noncurrent, Total | 19,700 | ||||||||||||||||||||||
MBI [Member] | Put Option [Member] | |||||||||||||||||||||||
Derivative Liability, Noncurrent | $ 75,500 | ||||||||||||||||||||||
AMG Technology [Member] | |||||||||||||||||||||||
Ownership Percentage | 17% | ||||||||||||||||||||||
Payments to Acquire Investments, Total | $ 50,000 | $ 27,200 | |||||||||||||||||||||
AMG Technology [Member] | Maximum [Member] | |||||||||||||||||||||||
Ownership Percentage | 10% | ||||||||||||||||||||||
Hargray [Member] | |||||||||||||||||||||||
Ownership Percentage | 15% | ||||||||||||||||||||||
Point Broadband Holdings [Member] | |||||||||||||||||||||||
Ownership Percentage | 7% | ||||||||||||||||||||||
Payments to Acquire Investments, Total | $ 5,400 | $ 25,000 | |||||||||||||||||||||
Point Broadband Holdings [Member] | Maximum [Member] | |||||||||||||||||||||||
Ownership Percentage | 10% | ||||||||||||||||||||||
Tristar Acquisition I Corp [Member] | |||||||||||||||||||||||
Payments to Acquire Investments, Total | $ 20,800 | ||||||||||||||||||||||
Tristar Acquisition I Corp [Member] | Maximum [Member] | |||||||||||||||||||||||
Ownership Percentage | 10% | ||||||||||||||||||||||
MetroNet Systems [Member] | |||||||||||||||||||||||
Payments to Acquire Investments, Total | $ 7,000 | ||||||||||||||||||||||
Investment Owned, at Fair Value | $ 7,000 | ||||||||||||||||||||||
MetroNet Systems [Member] | Maximum [Member] | |||||||||||||||||||||||
Ownership Percentage | 10% | ||||||||||||||||||||||
Visionary Communications [Member] | |||||||||||||||||||||||
Payments to Acquire Investments, Total | $ 7,200 | ||||||||||||||||||||||
Visionary Communications [Member] | Maximum [Member] | |||||||||||||||||||||||
Ownership Percentage | 10% | ||||||||||||||||||||||
Northwest Fiber Holdco [Member] | |||||||||||||||||||||||
Payments to Acquire Investments, Total | $ 50,000 | ||||||||||||||||||||||
Northwest Fiber Holdco [Member] | Maximum [Member] | |||||||||||||||||||||||
Ownership Percentage | 10% | ||||||||||||||||||||||
[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 5), consisting of an asset of $28.9 million and a liability of $61.7 million, respectively, as of June 30, 2022 and a liability of $17.8 million and a liability of $105.8 million, respectively, as of December 31, 2021. Refer to notes 5 and 10 for further information on the MBI Net Option (as defined in note 5).[2]The Company holds a call option to purchase all but not less than all of the remaining equity interests in MBI that the Company does not already own between January 1, 2023 and June 30, 2024. If the call option is not exercised, 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 $32.7 million and $123.6 million as of June 30, 2022 and December 31, 2021, respectively, and was included within other noncurrent liabilities in the condensed consolidated balance sheets. Refer to note 10 for further information on the MBI Net Option. |
Note 5 - Equity Investments - C
Note 5 - Equity Investments - Carrying Value of Equity Method Investments Without Determinable Fair Values (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Nov. 12, 2020 | ||
Cost Method Investment | $ 158,099 | $ 138,498 | |||
Equity Method Investments | 1,027,837 | 589,067 | |||
Total equity investments | $ 1,185,936 | 727,565 | |||
Clearwave [Member] | |||||
Equity method investments, ownership | 58% | ||||
Equity Method Investments | $ 425,525 | $ 0 | |||
MBI [Member] | |||||
Equity method investments, ownership | 45% | [1] | 45% | ||
Equity Method Investments | $ 569,033 | [1] | $ 557,715 | [1] | $ 630,700 |
Wisper [Member] | |||||
Equity method investments, ownership | 40.40% | ||||
Equity Method Investments | $ 33,279 | 31,352 | |||
MetroNet Systems [Member] | |||||
Cost Method Investment | 7,000 | 0 | |||
Nextlink [Member] | |||||
Cost Method Investment | 77,245 | 77,245 | |||
Point Broadband Holdings [Member] | |||||
Cost Method Investment | 30,373 | 25,000 | |||
Tristar Acquisition I Corp [Member] | |||||
Cost Method Investment | 23,003 | 23,083 | |||
Visionary Communications [Member] | |||||
Cost Method Investment | 7,190 | 0 | |||
Other Cost Method Investment [Member] | |||||
Cost Method Investment | $ 13,288 | $ 13,170 | |||
[1]The Company holds a call option to purchase all but not less than all of the remaining equity interests in MBI that the Company does not already own between January 1, 2023 and June 30, 2024. If the call option is not exercised, 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 $32.7 million and $123.6 million as of June 30, 2022 and December 31, 2021, respectively, and was included within other noncurrent liabilities in the condensed consolidated balance sheets. Refer to note 10 for further information on the MBI Net Option. |
Note 5 - Equity Investments - E
Note 5 - Equity Investments - Equity Method Investment Income (Losses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Equity method investment income (loss), net | $ 14 | $ 1,111 | $ (1,230) | $ (531) | |
MBI Net Option [Member] | |||||
MBI Net Option fair value adjustment | (2,800) | (25,600) | 88,100 | (41,390) | |
Clearwave Fiber [Member] | |||||
Equity method investment income (loss), net | (3,550) | 0 | (14,475) | 0 | |
MBI [Member] | |||||
Equity method investment income (loss), net | [1] | 3,243 | (132) | 11,318 | (3,753) |
MBI [Member] | MBI Net Option [Member] | |||||
MBI Net Option fair value adjustment | (2,800) | (25,600) | 88,100 | (41,390) | |
Wisper [Member] | |||||
Equity method investment income (loss), net | $ 321 | $ 1,243 | $ 1,927 | $ 3,222 | |
[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. For the three months ended June 30, 2022, the Company recognized $8.5 million of its pro rata share of MBI’s net income and $3.2 million of its pro rata share of basis difference amortization. For the three months ended June 30, 2021, the Company recognized $1.6 million of its pro rata share of MBI’s net income and $4.0 million of its pro rata share of basis difference amortization. For the six months ended June 30, 2022, the Company recognized $15.2 million of its pro rata share of MBI’s net income and $7.2 million of its pro rata share of basis difference amortization. For the six months ended June 30, 2021, the Company recognized $3.0 million of its pro rata share of MBI’s net income and $6.6 million of its pro rata share of basis difference amortization. |
Note 6 - Property, Plant and _3
Note 6 - Property, Plant and Equipment (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Jan. 01, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Depreciation, Total | $ 66.4 | $ 69.3 | $ 201.2 | $ 193.3 | ||
Other Noncurrent Liabilities [Member] | ||||||
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Noncurrent | 1 | 1 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | ||||||
Business Combination, Property, Plant, and Equipment Non Cash Gain Loss on Transaction | $ (8.3) | |||||
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment | $ 6.8 | 6.8 | ||||
Clearwave [Member] | ||||||
Business Combination, Property, Plant, and Equipment Transferred | $ 280 | |||||
Business Combination, Property, Plant, and Equipment Non Cash Gain Loss on Transaction | $ 22.1 |
Note 6 - Property, Plant and _4
Note 6 - Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, plant and equipment gross | $ 3,659,389 | $ 3,731,548 |
Less: Accumulated depreciation and amortization | (1,999,620) | (1,877,444) |
Property, plant and equipment, net | 1,659,769 | 1,854,104 |
Other Capitalized Property Plant and Equipment [Member] | ||
Property, plant and equipment, gross | 2,391,160 | 2,509,795 |
Equipment [Member] | ||
Property, plant and equipment, gross | 334,663 | 320,937 |
Furniture and Fixtures [Member] | ||
Property, plant and equipment, gross | 464,562 | 472,319 |
Building and Leasehold Improvements[Member] | ||
Property, plant and equipment, gross | 136,926 | 142,754 |
Software and Software Development Costs [Member] | ||
Property, plant and equipment, gross | 96,239 | 89,662 |
Construction in Progress [Member] | ||
Property, plant and equipment, gross | 212,395 | 172,706 |
Land [Member] | ||
Property, plant and equipment, gross | 12,134 | 12,134 |
Right-of-use Assets [Member] | ||
Property, plant and equipment, gross | $ 11,310 | $ 11,241 |
Note 7 - Goodwill and Intangi_3
Note 7 - Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Jan. 01, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill, Ending Balance | $ 928,947 | $ 928,947 | $ 967,913 | ||||
Goodwill, Impairment Loss | 0 | ||||||
Amortization of Intangible Assets | $ 20,800 | $ 23,300 | 62,400 | $ 52,800 | |||
Clearwave [Member] | |||||||
Goodwill, Period Increase (Decrease), Total | $ (39,900) | $ 1,800 | |||||
Intangible Assets, Period Increase (Decrease) | 173,000 | ||||||
Clearwave [Member] | Customer Relationships [Member] | |||||||
Intangible Assets, Period Increase (Decrease) | (4,000) | (59,700) | |||||
Clearwave [Member] | Trademarks [Member] | |||||||
Intangible Assets, Period Increase (Decrease) | (200) | (8,100) | |||||
Clearwave [Member] | Trade Names [Member] | |||||||
Intangible Assets, Period Increase (Decrease) | (11,000) | $ (27,700) | |||||
Hargray [Member] | |||||||
Goodwill, Period Increase (Decrease), Total | $ 2,700 |
Note 7 - Goodwill and Intangi_4
Note 7 - Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Gross carrying amount, amortized intangible assets | $ 797,645 | $ 872,018 |
Accumulated amortization, amortized intangible assets | 210,877 | 157,693 |
Net carrying amount | 586,768 | 714,325 |
Indefinite-Lived Intangible Assets | 2,101,346 | 2,146,812 |
Total intangible assets, net | 2,688,114 | 2,861,137 |
Franchise Rights [Member] | ||
Indefinite-Lived Intangible Assets | 2,100,546 | 2,139,312 |
Trade Names [Member] | ||
Indefinite-Lived Intangible Assets | $ 800 | 7,500 |
Customer Relationships [Member] | ||
Useful life (Year) | 17 years | |
Gross carrying amount, amortized intangible assets | $ 784,381 | 857,100 |
Accumulated amortization, amortized intangible assets | 204,450 | 153,699 |
Net carrying amount | $ 579,931 | 703,401 |
Customer Relationships [Member] | Minimum [Member] | ||
Useful life (Year) | 13 years 6 months | |
Trademarks and Trade Names [Member] | ||
Useful life (Year) | 4 years 2 months 12 days | |
Gross carrying amount, amortized intangible assets | $ 11,846 | 13,500 |
Accumulated amortization, amortized intangible assets | 6,177 | 3,852 |
Net carrying amount | $ 5,669 | 9,648 |
Trademarks and Trade Names [Member] | Minimum [Member] | ||
Useful life (Year) | 2 years 8 months 12 days | |
Wireless Spectrum Licenses [Member] | ||
Useful life (Year) | 15 years | |
Gross carrying amount, amortized intangible assets | $ 1,418 | 1,418 |
Accumulated amortization, amortized intangible assets | 250 | 142 |
Net carrying amount | $ 1,168 | $ 1,276 |
Wireless Spectrum Licenses [Member] | Minimum [Member] | ||
Useful life (Year) | 10 years |
Note 7 - Goodwill and Intangi_5
Note 7 - Goodwill and Intangible Assets - Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
2022 (remaining three months) | $ 20,968 | |
2023 | 72,618 | |
2024 | 65,828 | |
2025 | 60,840 | |
2026 | 55,326 | |
Thereafter | 311,188 | |
Total | $ 586,768 | $ 714,325 |
Note 8 - Debt (Details Textual)
Note 8 - Debt (Details Textual) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||||
Mar. 05, 2021 USD ($) $ / shares | Nov. 09, 2020 USD ($) | Oct. 30, 2020 USD ($) | Oct. 01, 2019 USD ($) | Jun. 14, 2019 USD ($) | May 08, 2019 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | May 03, 2022 USD ($) | Dec. 31, 2021 USD ($) | ||
Letters of Credit Outstanding, Amount | $ 44,100 | $ 44,100 | |||||||||||
Proceeds from Issuance of Long-term Debt, Total | 0 | $ 1,695,850 | |||||||||||
Amortization of Debt Issuance Costs | 1,300 | $ 1,400 | 4,000 | 4,300 | |||||||||
Financial Standby Letter of Credit [Member] | Wisper [Member] | |||||||||||||
Guarantor Obligations, Maximum Exposure, Undiscounted | 44,100 | 44,100 | |||||||||||
Senior Unsecured Notes Due 2030 [Member] | |||||||||||||
Debt Instrument, Face Amount | $ 650,000 | ||||||||||||
Long-term Debt, Gross | 650,000 | 650,000 | $ 650,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4% | ||||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 100% | ||||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed not Exceeding the Net Cash Proceeds from One or More Equity Offerings at a Redemption Price Equal to 104% of the Principal Amount | 40% | ||||||||||||
Debt Instrument, Covenant Repurchase, Percentage of Principle | 101% | ||||||||||||
The 2026 Notes [Member] | |||||||||||||
Debt Instrument, Face Amount | $ 575,000 | ||||||||||||
Long-term Debt, Gross | 575,000 | 575,000 | 575,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0% | ||||||||||||
Amortization of Debt Issuance Costs | 21 | 21 | 61 | 47 | |||||||||
The 2028 Notes [Member] | |||||||||||||
Debt Instrument, Face Amount | $ 345,000 | ||||||||||||
Long-term Debt, Gross | 345,000 | 345,000 | 345,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.125% | ||||||||||||
Amortization of Debt Issuance Costs | 9 | 9 | 28 | 21 | |||||||||
The 2026 Notes and the 2028 Notes [Member] | |||||||||||||
Long-term Debt, Gross | 920,000 | $ 920,000 | $ 920,000 | ||||||||||
Debt Instrument, Convertible, Conversion Ratio | 0.4394 | 0.4394 | |||||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 2,275.83 | ||||||||||||
Debt Instrument, Redemption Price, Percentage | 100% | ||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130% | ||||||||||||
Debt Instrument, Convertible, Threshold Trading Days | 20 | ||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 | ||||||||||||
Amortization of Debt Issuance Costs | 30 | $ 30 | $ 89 | $ 68 | |||||||||
The 2026 Notes and the 2028 Notes [Member] | Company Undergoes a Fundamental Change [Member] | |||||||||||||
Debt Instrument, Redemption Price, Percentage | 100% | ||||||||||||
Term Loan Borrowings [Member] | |||||||||||||
Long-term Debt, Gross | 2,300,000 | 2,300,000 | |||||||||||
MUFG Bank [Member] | |||||||||||||
Letters of Credit Outstanding, Amount | 62,900 | 62,900 | |||||||||||
Letter Of Credit, Maximum Borrowing Capacity | $ 75,000 | ||||||||||||
Secured Debt [Member] | |||||||||||||
Debt Instrument, Face Amount | 2,375,000 | 2,375,000 | |||||||||||
Long-term Debt, Gross | 2,286,592 | 2,286,592 | |||||||||||
Secured Debt [Member] | Term Loan A-2 [Member] | |||||||||||||
Debt Instrument, Face Amount | 700,000 | 700,000 | |||||||||||
Long-term Debt, Gross | 646,823 | $ 646,823 | |||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 450,000 | $ 250,000 | |||||||||||
Long Term Debt, Amortization Rate, First Twelve Months | 2.50% | ||||||||||||
Long Term Debt, Amortization Rate, Year Two | 2.50% | ||||||||||||
Long Term Debt, Amortization Rate, Year Three | 5% | ||||||||||||
Long Term Debt, Amortization Rate, Year Four | 7.50% | ||||||||||||
Long Term Debt, Amortization Rate, Year Five | 12.50% | ||||||||||||
Secured Debt [Member] | Term Loan A-2 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | [1] | 1.75% | |||||||||||
Secured Debt [Member] | Term Loan A-2 [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||||||||||
Secured Debt [Member] | Term Loan A-2 [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||||||||||
Secured Debt [Member] | Term B-2 Loan [Member] | |||||||||||||
Debt Instrument, Face Amount | 250,000 | $ 250,000 | |||||||||||
Long-term Debt, Gross | 241,250 | $ 241,250 | |||||||||||
Secured Debt [Member] | Term B-2 Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | [1] | 2% | |||||||||||
Secured Debt [Member] | Term B-3 Loan [Member] | |||||||||||||
Debt Instrument, Face Amount | 625,000 | $ 625,000 | |||||||||||
Long-term Debt, Gross | 608,519 | $ 608,519 | |||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 300,000 | $ 325,000 | |||||||||||
Secured Debt [Member] | Term B-3 Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | [1] | 2% | |||||||||||
Secured Debt [Member] | Term Loan B-4 [Member] | |||||||||||||
Debt Instrument, Face Amount | 800,000 | 800,000 | $ 800,000 | ||||||||||
Long-term Debt, Gross | 790,000 | $ 790,000 | |||||||||||
Secured Debt [Member] | Term Loan B-4 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | [1] | 2% | |||||||||||
Secured Debt [Member] | CoBank, ACB [Member] | Term Loan A-2 [Member] | |||||||||||||
Debt Instrument, Face Amount | 700,000 | ||||||||||||
Secured Debt [Member] | CoBank, ACB [Member] | Term B-2 Loan [Member] | |||||||||||||
Debt Instrument, Face Amount | 250,000 | ||||||||||||
Secured Debt [Member] | CoBank, ACB [Member] | Term B-3 Loan [Member] | |||||||||||||
Debt Instrument, Face Amount | 625,000 | ||||||||||||
Revolving Credit Facility [Member] | JPMorgan Chase Bank [Member] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 500,000 | ||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 455,900 | $ 455,900 | |||||||||||
Letter of Credit [Member] | JPMorgan Chase Bank [Member] | |||||||||||||
Letters of Credit Outstanding, Amount | $ 44,100 | $ 44,100 | |||||||||||
Line of Credit Facility, Interest Rate at Period End | 1.88% | 1.88% | |||||||||||
[1]The Term Loan A-2 interest rate spread can vary between 1.25% and 1.75%, determined on a quarterly basis by reference to a pricing grid based on the Company’s Total Net Leverage Ratio. All other applicable margins are fixed. |
Note 8 - Debt - Schedule of Lon
Note 8 - Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finance lease liabilities | $ 5,226 | $ 5,621 |
Total debt | 3,861,818 | 3,887,511 |
Less: Unamortized debt discount | (17,395) | (20,602) |
Less: Unamortized debt issuance costs | (27,160) | (31,148) |
Less: Current portion of long-term debt | (51,659) | (38,837) |
Total long-term debt | 3,767,677 | 3,799,500 |
Senior Credit Facilities Due 2020 [Member] | Term Loan [Member] | ||
Long-term Debt, Gross | 2,286,592 | 2,311,890 |
Senior Unsecured Notes Due 2030 [Member] | ||
Long-term Debt, Gross | 650,000 | 650,000 |
The 2026 Notes and the 2028 Notes [Member] | ||
Long-term Debt, Gross | 920,000 | 920,000 |
Less: Unamortized debt discount | (17,395) | (20,602) |
Less: Unamortized debt issuance costs | (481) | (570) |
Term Loan [Member] | ||
Less: Unamortized debt issuance costs | $ (25,087) | $ (28,572) |
Note 8 - Debt - Summary of Term
Note 8 - Debt - Summary of Term Loans (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Oct. 30, 2020 | ||
Balance Due Upon Maturity | $ 3,856,592 | ||
Secured Debt [Member] | |||
Original Principal | 2,375,000 | ||
Outstanding Principal | 2,286,592 | ||
Balance Due Upon Maturity | 2,028,829 | ||
Secured Debt [Member] | Term Loan A-2 [Member] | |||
Original Principal | 700,000 | ||
Outstanding Principal | 646,823 | ||
Balance Due Upon Maturity | $ 476,607 | ||
Interest Rate | 4.87% | ||
Secured Debt [Member] | Term Loan A-2 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Applicable Margin | [1] | 1.75% | |
Secured Debt [Member] | Term B-2 Loan [Member] | |||
Original Principal | $ 250,000 | ||
Outstanding Principal | 241,250 | ||
Balance Due Upon Maturity | $ 228,750 | ||
Interest Rate | 5.12% | ||
Amortization Per Annum | [2],[3] | 1% | |
Secured Debt [Member] | Term B-2 Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Applicable Margin | [1] | 2% | |
Secured Debt [Member] | Term B-3 Loan [Member] | |||
Original Principal | $ 625,000 | ||
Outstanding Principal | 608,519 | ||
Balance Due Upon Maturity | $ 577,472 | ||
Interest Rate | 5.12% | ||
Amortization Per Annum | [2],[3] | 1% | |
Secured Debt [Member] | Term B-3 Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Applicable Margin | [1] | 2% | |
Secured Debt [Member] | Term Loan B-4 [Member] | |||
Original Principal | $ 800,000 | $ 800,000 | |
Outstanding Principal | 790,000 | ||
Balance Due Upon Maturity | $ 746,000 | ||
Interest Rate | 5.12% | ||
Amortization Per Annum | [2],[3] | 1% | |
Secured Debt [Member] | Term Loan B-4 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Applicable Margin | [1] | 2% | |
[1]The Term Loan A-2 interest rate spread can vary between 1.25% and 1.75%, determined on a quarterly basis by reference to a pricing grid based on the Company’s Total Net Leverage Ratio. All other applicable margins are fixed.[2]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 LIBOR breakage provisions).[3]Per annum amortization rates for years one through five following October 30, 2020 are 2.5%, 2.5%, 5.0%, 7.5% and 12.5%, respectively. |
Note 8 - Debt - Schedule of Con
Note 8 - Debt - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Less: Unamortized discount | $ (17,395) | $ (17,395) | $ (20,602) | ||
Less: Unamortized debt issuance costs | (27,160) | (27,160) | (31,148) | ||
Total | 3,856,592 | 3,856,592 | |||
Amortization of debt issuance costs | 1,300 | $ 1,400 | 4,000 | $ 4,300 | |
The 2026 Notes [Member] | |||||
Long-term Debt, Gross | 575,000 | 575,000 | 575,000 | ||
Less: Unamortized discount | (10,367) | (10,367) | (12,611) | ||
Less: Unamortized debt issuance costs | (283) | (283) | (344) | ||
Total | 564,350 | 564,350 | 562,045 | ||
Contractual interest expense | 0 | 0 | |||
Amortization of discount | 756 | 756 | 2,244 | 1,726 | |
Amortization of debt issuance costs | 21 | 21 | 61 | 47 | |
Total interest expense | $ 777 | $ 777 | $ 2,305 | $ 1,773 | |
Effective interest rate | 0.50% | 0.50% | 0.50% | 0.50% | |
The 2028 Notes [Member] | |||||
Long-term Debt, Gross | $ 345,000 | $ 345,000 | 345,000 | ||
Less: Unamortized discount | (7,028) | (7,028) | (7,991) | ||
Less: Unamortized debt issuance costs | (198) | (198) | (226) | ||
Total | 337,774 | 337,774 | 336,783 | ||
Contractual interest expense | 970 | $ 970 | 2,911 | $ 2,232 | |
Amortization of discount | 325 | 325 | 963 | 741 | |
Amortization of debt issuance costs | 9 | 9 | 28 | 21 | |
Total interest expense | $ 1,304 | $ 1,304 | $ 3,902 | $ 2,994 | |
Effective interest rate | 1.50% | 1.50% | 1.50% | 1.50% | |
The 2026 Notes and the 2028 Notes [Member] | |||||
Long-term Debt, Gross | $ 920,000 | $ 920,000 | 920,000 | ||
Less: Unamortized discount | (17,395) | (17,395) | (20,602) | ||
Less: Unamortized debt issuance costs | (481) | (481) | (570) | ||
Total | 902,124 | 902,124 | $ 898,828 | ||
Contractual interest expense | 970 | $ 970 | 2,911 | $ 2,232 | |
Amortization of discount | 1,081 | 1,081 | 3,207 | 2,467 | |
Amortization of debt issuance costs | 30 | 30 | 89 | 68 | |
Total interest expense | $ 2,081 | $ 2,081 | $ 6,207 | $ 4,767 |
Note 8 - Debt - Unamortized Deb
Note 8 - Debt - Unamortized Debt Issuance Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt issuance costs | $ 27,160 | $ 31,148 |
Term Loan [Member] | ||
Debt issuance costs | 25,087 | 28,572 |
Other Noncurrent Assets [Member] | Revolving Credit Facility [Member] | ||
Debt issuance costs | 2,073 | 2,576 |
Long-Term Debt [Member] | Term Loan [Member] | ||
Debt issuance costs | $ 25,087 | $ 28,572 |
Note 8 - Debt - Future Maturiti
Note 8 - Debt - Future Maturities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
2022 (remaining three months) | $ 12,688 |
2023 | 55,008 |
2024 | 76,285 |
2025 | 557,147 |
2026 | 591,709 |
Thereafter | 2,563,755 |
Total | $ 3,856,592 |
Note 9 - Interest Rate Swaps -
Note 9 - Interest Rate Swaps - Interest Rate Swap Agreements (Details) - Cash Flow Hedging [Member] $ in Millions | Sep. 30, 2022 USD ($) |
First Interest Rate Swap Agreement [Member] | |
Derivative, Notional Amount | $ 850 |
Derivative, Fixed Interest Rate | 2.653% |
Second Interest Rate Swap Agreement [Member] | |
Derivative, Notional Amount | $ 350 |
Derivative, Fixed Interest Rate | 2.739% |
Interest Rate Swap [Member] | |
Derivative, Notional Amount | $ 1,200 |
Note 9 - Interest Rate Swaps _2
Note 9 - Interest Rate Swaps - Interest Rate Swaps on the Condensed Consolidated Balance Sheets and Statements of Operations and Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
MBI Net Option (as defined in note 5)(1) | $ 0 | $ 0 | $ 81,627 | ||
Net Asset (Liability) | 73,299 | 73,299 | (108,289) | ||
Accumulated other comprehensive income (loss) | 54,506 | 54,506 | (82,795) | ||
Interest expense | 1,463 | $ 7,920 | 14,873 | $ 23,371 | |
Unrealized gain (loss) on cash flow hedges, gross | 62,517 | 12,867 | 181,588 | 65,436 | |
Less: Tax effect | (15,269) | (3,364) | (44,327) | (16,494) | |
Unrealized gain (loss) on cash flow hedges, net of tax | 47,248 | $ 9,503 | 137,261 | $ 48,942 | |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member] | |||||
Accumulated other comprehensive income (loss) | 55,388 | 55,388 | (81,873) | ||
Accounts Payable and Accrued Liabilities [Member] | |||||
Derivative liability | 0 | 0 | 26,662 | ||
Interest Rate Swap [Member] | |||||
Interest rate swap asset | 18,994 | 18,994 | 0 | ||
Other noncurrent assets | 54,305 | 54,305 | 0 | ||
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | |||||
MBI Net Option (as defined in note 5)(1) | 0 | 0 | 81,627 | ||
Interest Rate Swap [Member] | Prepaid Expenses and Other Current Assets [Member] | |||||
Interest rate swap asset | 18,994 | 18,994 | 0 | ||
Interest Rate Swap [Member] | Other Noncurrent Assets [Member] | |||||
Other noncurrent assets | 54,305 | 54,305 | 0 | ||
Interest Rate Swap [Member] | Accounts Payable and Accrued Liabilities [Member] | Cash Flow Hedging [Member] | |||||
Derivative liability | $ 0 | $ 0 | $ 26,662 |
Note 10 - Fair Value Measurem_3
Note 10 - Fair Value Measurements - Carrying Amounts and Fair Values (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Reported Value Measurement [Member] | |
Interest rate swap asset | $ 73,299 |
Derivative liabilities | 73,299 |
Estimate of Fair Value Measurement [Member] | |
Interest rate swap asset | 73,299 |
Derivative liabilities | 73,299 |
Fair Value, Inputs, Level 2 [Member] | Reported Value Measurement [Member] | Senior Credit Facilities [Member] | |
Long-term debt (including current portion) | 2,286,592 |
Fair Value, Inputs, Level 2 [Member] | Reported Value Measurement [Member] | New Notes [Member] | |
Long-term debt (including current portion) | 650,000 |
Fair Value, Inputs, Level 2 [Member] | Reported Value Measurement [Member] | The 2026 Notes and the 2028 Notes [Member] | |
Long-term debt (including current portion) | 920,000 |
Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value Measurement [Member] | Senior Credit Facilities [Member] | |
Long-term debt (including current portion) | 2,252,293 |
Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value Measurement [Member] | New Notes [Member] | |
Long-term debt (including current portion) | 503,750 |
Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value Measurement [Member] | The 2026 Notes and the 2028 Notes [Member] | |
Long-term debt (including current portion) | 688,804 |
Fair Value, Inputs, Level 3 [Member] | Reported Value Measurement [Member] | MBI Net Option [Member] | |
Interest rate swap asset | 35,520 |
Derivative liabilities | 35,520 |
Fair Value, Inputs, Level 3 [Member] | Estimate of Fair Value Measurement [Member] | MBI Net Option [Member] | |
Interest rate swap asset | 35,520 |
Derivative liabilities | 35,520 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | Reported Value Measurement [Member] | |
Money market investments | 107,718 |
Commercial paper | 107,718 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | Estimate of Fair Value Measurement [Member] | |
Money market investments | 107,718 |
Commercial paper | 107,718 |
Commercial Paper [Member] | Fair Value, Inputs, Level 1 [Member] | Reported Value Measurement [Member] | |
Money market investments | 99,495 |
Commercial paper | 99,495 |
Commercial Paper [Member] | Fair Value, Inputs, Level 1 [Member] | Estimate of Fair Value Measurement [Member] | |
Money market investments | 99,346 |
Commercial paper | $ 99,346 |
Note 10 - Fair Value Measurem_4
Note 10 - Fair Value Measurements - Assumptions Used to Determine the Fair Value of the Net Options (Details) | Sep. 30, 2022 | Dec. 31, 2021 |
Measurement Input, Option Volatility [Member] | Cable One Option [Member] | ||
Derivative liability, measurement input | 0.370 | 0.300 |
Measurement Input, Option Volatility [Member] | MBI Net Option [Member] | ||
Derivative liability, measurement input | 0.310 | 0.300 |
Measurement Input, EBITDA Multiple [Member] | Cable One Option [Member] | ||
Derivative liability, measurement input | 0.100 | 0.100 |
Measurement Input, EBITDA Multiple [Member] | MBI Net Option [Member] | ||
Derivative liability, measurement input | 0.100 | 0.100 |
Measurement Input, Risk Free Interest Rate [Member] | Cable One Option [Member] | ||
Derivative liability, measurement input | 0.085 | 0.050 |
Measurement Input, Risk Free Interest Rate [Member] | MBI Net Option [Member] | ||
Derivative liability, measurement input | 0.100 | 0.065 |
Measurement Input, Cost of Debt [Member] | Cable One Option [Member] | ||
Derivative liability, measurement input | 0.075 | 0.040 |
Note 11 - Stockholders' Equity
Note 11 - Stockholders' Equity (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 87 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | May 20, 2022 | Dec. 31, 2021 | Jul. 01, 2015 | |
Treasury Stock, Shares, Total (in shares) | 347,439 | 347,439 | 347,439 | 129,037 | |||
Stock Repurchase Program, Authorized Amount | $ 288,100 | $ 288,100 | $ 288,100 | $ 450,000 | $ 250,000 | ||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased (in shares) | 600,000 | ||||||
Treasury Stock, Shares, Acquired (in shares) | 232,637 | 443,268 | |||||
Treasury Stock, Value, Acquired, Cost Method | $ 115,322 | $ 307,031 | $ 411,900 | ||||
Payment, Tax Withholding, Share-Based Payment Arrangement | $ 4,826 | $ 8,035 | |||||
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares) | 2,790 | 3,650 |
Note 12 - Equity-based Compen_3
Note 12 - Equity-based Compensation (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | 471,018 | 471,018 | ||
Share-Based Payment Arrangement, Expense, Tax Benefit | $ 0.1 | $ 3.5 | $ 0.7 | $ 7.9 |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-Based Compensation Cost | 5.6 | 5.6 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | 30.9 | $ 30.9 | ||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 1 year 3 months 18 days | |||
Stock Appreciation Rights (SARs) [Member] | ||||
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-Based Compensation Cost | $ 3.6 | $ 3.6 | ||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 10 months 24 days |
Note 12 - Equity-based Compen_4
Note 12 - Equity-based Compensation - Compensation Expense (Details) - Selling, General and Administrative Expenses [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based compensation expense | $ 5,860 | $ 5,428 | $ 17,016 | $ 14,834 |
Restricted Stock [Member] | ||||
Share-based compensation expense | 5,250 | 4,656 | 15,072 | 12,629 |
Stock Appreciation Rights (SARs) [Member] | ||||
Share-based compensation expense | $ 610 | $ 772 | $ 1,944 | $ 2,205 |
Note 12 - Equity-based Compen_5
Note 12 - Equity-based Compensation - Restricted Stock (Details) - Restricted Stock and Restricted Stock Units [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Unvested, restricted stock (in shares) | shares | 34,026 |
Unvested, restricted stock, weighted average grant date fair value (in dollars per share) | $ / shares | $ 1,487.02 |
Granted, restricted stock (in shares) | shares | 18,860 |
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 1,689 |
Forfeited, restricted stock (in shares) | shares | (1,493) |
Forfeited, weighted average grant date fair value (in dollars per share) | $ / shares | $ 1,874 |
Vested and issued, restricted stock (in shares) | shares | (7,707) |
Vested and issued, weighted average grant date fair value (in dollars per share) | $ / shares | $ 1,196.92 |
Unvested, restricted stock (in shares) | shares | 43,686 |
Unvested, restricted stock, weighted average grant date fair value (in dollars per share) | $ / shares | $ 1,612.17 |
Vested and unissued, restricted stock (in shares) | shares | 6,930 |
Vested and unissued, restricted stock, weighted average grant date fair value (in dollars per share) | $ / shares | $ 889.11 |
Note 12 - Equity-based Compen_6
Note 12 - Equity-based Compensation - Stock Appreciation Rights (Details) - Stock Appreciation Rights (SARs) [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Outstanding, stock appreciation rights (in shares) | 45,740 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 1,075.34 | |
Outstanding, weighted average fair value (in dollars per share) | $ 263.62 | |
Outstanding, aggregate intrinsic value | $ 3,087 | $ 32,897 |
Weighted average remaining contractual term, outstanding (Year) | 6 years 3 months 18 days | 7 years 1 month 6 days |
Granted, restricted stock (in shares) | 0 | |
Granted, weighted average exercise price (in dollars per share) | $ 0 | |
Granted, weighted average grant date fair value (in dollars per share) | $ 0 | |
Exercised, stock appreciation rights (in shares) | (2,500) | |
Exercised, weighted average exercise price (in dollars per share) | $ 707.16 | |
Exercised, weighted average fair value (in dollars per share) | $ 164.67 | |
Exercised, aggregate intrinsic value | $ 1,504 | |
Forfeited, stock appreciation rights (in shares) | (1,750) | |
Forfeited, weighted average exercise price (in dollars per share) | $ 1,492.73 | |
Forfeited, weighted average grant date fair value (in dollars per share) | $ 375.76 | |
Expired, stock appreciation rights (in shares) | (375) | |
Expired, weighted average exercise price (in dollars per share) | $ 1,851.23 | |
Expired, weighted average fair value (in dollars per share) | $ 469.52 | |
Outstanding, stock appreciation rights (in shares) | 41,115 | 45,740 |
Outstanding, weighted average exercise price (in dollars per share) | $ 1,072.88 | $ 1,075.34 |
Outstanding, weighted average fair value (in dollars per share) | $ 262.99 | $ 263.62 |
Vested and exercisable, stock appreciation rights (in shares) | 26,990 | |
Vested and exercisable, weighted average exercise price (in dollars per share) | $ 856.22 | |
Vested and exercisable, weighted average fair value (in dollars per share) | $ 204.49 | |
Vested and exercisable, aggregate intrinsic value | $ 2,958 | |
Weighted average remaining contractual term, vested and exercisable (Year) | 5 years 8 months 12 days |
Note 13 - Income Taxes (Details
Note 13 - Income Taxes (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Effective Income Tax Rate Reconciliation, Percent, Total | 23.70% | 20.30% | 21.60% | 8.90% | |
Effective Income Tax Rate Reconciliation, Tax Credit, Amount, Total | $ 4.8 | ||||
Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-Based Payment Arrangement, Amount | $ 3.4 | ||||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 6.2 | ||||
Effective Income Tax Rate Reconciliation, Reversal of Deferred Tax Liability and Pre-existing Equity Investment | $ 16.6 | $ 35.4 |
Note 14 - Other Income and Ex_3
Note 14 - Other Income and Expense - Other Income and Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Write-off of debt issuance costs | $ 0 | $ 0 | $ 0 | $ (2,131) |
Interest and investment income | 3,358 | 2,818 | 9,843 | 8,435 |
Gain on step acquisition | 0 | 0 | 0 | 33,406 |
Mark-to-market adjustments and other | 276 | (51) | (983) | (904) |
Other income (expense), net | 834 | (22,833) | 96,960 | (2,584) |
MBI Net Option [Member] | ||||
MBI Net Option fair value adjustment | $ (2,800) | $ (25,600) | $ 88,100 | $ (41,390) |
Note 15 - Net Income Per Comm_3
Note 15 - Net Income Per Common Share (Details Textual) | 9 Months Ended | |
Mar. 05, 2021 | Sep. 30, 2022 | |
The 2026 Notes and the 2028 Notes [Member] | ||
Debt Instrument, Convertible, Conversion Ratio | 0.4394 | 0.4394 |
Note 15 - Net Income Per Comm_4
Note 15 - Net Income Per Common Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Net income | $ 70,607 | $ 52,255 | $ 311,328 | $ 226,989 | |
Add: Convertible Notes interest expense, net of tax | 1,561 | 1,561 | 4,655 | 3,575 | |
Net income - diluted | $ 72,168 | $ 53,816 | $ 315,983 | $ 230,564 | |
Basic (in shares) | 5,836,731 | 6,019,517 | 5,933,372 | 6,015,450 | |
Effect of dilutive equity-based compensation awards (in shares) | [1] | 20,278 | 37,110 | 20,335 | 38,257 |
Effect of dilution from if-converted Convertible Notes (in shares) | [2] | 404,248 | 404,248 | 404,248 | 309,029 |
Weighted average common shares outstanding - diluted (in shares) | 6,261,257 | 6,460,875 | 6,357,955 | 6,362,736 | |
Basic (in dollars per share) | $ 12.10 | $ 8.68 | $ 52.47 | $ 37.73 | |
Diluted (in dollars per share) | $ 11.53 | $ 8.33 | $ 49.70 | $ 36.24 | |
Anti-dilutive shares from equity-based compensation awards(1) (in shares) | 13,068 | 3,119 | 13,068 | 3,119 | |
[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. |
Note 16 - Commitments and Con_2
Note 16 - Commitments and Contingencies (Details Textual) $ in Millions | Sep. 30, 2022 USD ($) |
Financial Standby Letter of Credit [Member] | Wisper [Member] | |
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 44.1 |