COVER PAGE
COVER PAGE - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 27, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-36863 | |
Entity Registrant Name | Cable One, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 13-3060083 | |
Entity Address, Address Line One | 210 E. Earll Drive | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85012 | |
City Area Code | 602 | |
Local Phone Number | 364-6000 | |
Title of 12(b) Security | Common Stock, par value $0.01 | |
Trading Symbol | CABO | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,616,731 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Entity Central Index Key | 0001632127 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 239,632 | $ 215,150 |
Accounts receivable, net | 86,331 | 74,383 |
Prepaid and other current assets | 68,417 | 57,172 |
Total Current Assets | 394,380 | 346,705 |
Equity investments | 1,127,185 | 1,195,221 |
Property, plant and equipment, net | 1,747,474 | 1,701,755 |
Intangible assets, net | 2,612,119 | 2,666,585 |
Goodwill | 928,947 | 928,947 |
Other noncurrent assets | 101,670 | 74,677 |
Total Assets | 6,911,775 | 6,913,890 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 171,970 | 164,518 |
Deferred revenue | 27,260 | 23,706 |
Current portion of long-term debt | 19,019 | 55,931 |
Total Current Liabilities | 218,249 | 244,155 |
Long-term debt | 3,679,618 | 3,752,591 |
Deferred income taxes | 974,344 | 966,821 |
Other noncurrent liabilities | 236,831 | 192,350 |
Total Liabilities | 5,109,042 | 5,155,917 |
Commitments and contingencies (refer to note 15) | ||
Stockholders' Equity | ||
Preferred stock ($0.01 par value; 4,000,000 shares authorized; none issued or outstanding) | 0 | 0 |
Common stock ($0.01 par value; 40,000,000 shares authorized; 6,175,399 shares issued; and 5,616,921 and 5,766,011 shares outstanding as of September 30, 2023 and December 31, 2022, respectively) | 62 | 62 |
Additional paid-in capital | 599,973 | 578,154 |
Retained earnings | 1,727,014 | 1,624,406 |
Accumulated other comprehensive income (loss) | 72,369 | 50,031 |
Treasury stock, at cost (558,478 and 409,388 shares held as of September 30, 2023 and December 31, 2022, respectively) | (596,685) | (494,680) |
Total Stockholders' Equity | 1,802,733 | 1,757,973 |
Total Liabilities and Stockholders' Equity | $ 6,911,775 | $ 6,913,890 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 4,000,000 | 4,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock, shares issued (in shares) | 6,175,399 | 6,175,399 |
Common stock, shares outstanding (in shares) | 5,616,921 | 5,766,011 |
Treasury stock, shares (in shares) | 558,478 | 409,388 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 420,348 | $ 424,718 | $ 1,266,266 | $ 1,280,528 |
Costs and Expenses: | ||||
Operating (excluding depreciation and amortization) | 109,682 | 120,487 | 334,651 | 358,299 |
Selling, general and administrative | 92,726 | 86,018 | 265,641 | 264,571 |
Depreciation and amortization | 82,918 | 87,222 | 255,586 | 263,564 |
(Gain) loss on asset sales and disposals, net | 2,492 | 2,952 | 10,714 | 7,615 |
(Gain) loss on sales of businesses | 0 | 0 | 0 | (13,833) |
Total Costs and Expenses | 287,818 | 296,679 | 866,592 | 880,216 |
Income from operations | 132,530 | 128,039 | 399,674 | 400,312 |
Interest expense | (43,384) | (36,389) | (127,766) | (98,549) |
Other income (expense), net | (20,536) | 834 | (17,354) | 96,960 |
Income before income taxes and equity method investment income (loss), net | 68,610 | 92,484 | 254,554 | 398,723 |
Income tax provision | 20,694 | 21,891 | 63,939 | 86,165 |
Income before equity method investment income (loss), net | 47,916 | 70,593 | 190,615 | 312,558 |
Equity method investment income (loss), net | (8,444) | 14 | (38,473) | (1,230) |
Net income | $ 39,472 | $ 70,607 | $ 152,142 | $ 311,328 |
Net Income per Common Share: | ||||
Basic (in dollars per share) | $ 7.03 | $ 12.10 | $ 26.87 | $ 52.47 |
Diluted (in dollars per share) | $ 6.81 | $ 11.53 | $ 25.81 | $ 49.70 |
Weighted Average Common Shares Outstanding: | ||||
Basic (in shares) | 5,611,278 | 5,836,731 | 5,663,198 | 5,933,372 |
Diluted (in shares) | 6,026,285 | 6,261,257 | 6,074,898 | 6,357,955 |
Unrealized gain (loss) on cash flow hedges and other, net of tax | $ 18,569 | $ 47,251 | $ 22,338 | $ 137,301 |
Comprehensive income | $ 58,041 | $ 117,858 | $ 174,480 | $ 448,629 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Gain (Loss) | Treasury Stock, at cost |
Beginning balance (in shares) at Dec. 31, 2021 | 6,046,362 | |||||
Beginning balance at Dec. 31, 2021 | $ 1,793,095 | $ 62 | $ 555,640 | $ 1,456,543 | $ (82,795) | $ (136,355) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 311,328 | 311,328 | ||||
Unrealized gain (loss) 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 | |||||
Repurchases of common stock (in shares) | (232,637) | |||||
Repurchases of common stock | $ (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) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 5,827,960 | |||||
Ending balance at Sep. 30, 2022 | 1,897,132 | $ 62 | 572,656 | 1,718,120 | 54,506 | (448,212) |
Beginning balance (in shares) at Jun. 30, 2022 | 5,916,571 | |||||
Beginning balance at Jun. 30, 2022 | 1,905,504 | $ 62 | 566,796 | 1,664,176 | 7,255 | (332,785) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 70,607 | 70,607 | ||||
Unrealized gain (loss) 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 | |||||
Repurchases of common stock (in shares) | (89,000) | |||||
Repurchases of common stock | (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) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 5,827,960 | |||||
Ending balance at Sep. 30, 2022 | $ 1,897,132 | $ 62 | 572,656 | 1,718,120 | 54,506 | (448,212) |
Beginning balance (in shares) at Dec. 31, 2022 | 5,766,011 | 5,766,011 | ||||
Beginning balance at Dec. 31, 2022 | $ 1,757,973 | $ 62 | 578,154 | 1,624,406 | 50,031 | (494,680) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 152,142 | 152,142 | ||||
Unrealized gain (loss) on cash flow hedges and other, net of tax | 22,338 | 22,338 | ||||
Equity-based compensation | $ 21,819 | 21,819 | ||||
Issuance of equity awards, net of forfeitures (in shares) | (4,102) | |||||
Repurchases of common stock (in shares) | (141,551) | (141,551) | ||||
Repurchases of common stock | $ (99,614) | (99,614) | ||||
Withholding tax for equity awards (in shares) | (3,437) | (3,437) | ||||
Withholding tax for equity awards | $ (2,391) | (2,391) | ||||
Dividends paid to stockholders | $ (49,534) | (49,534) | ||||
Ending balance (in shares) at Sep. 30, 2023 | 5,616,921 | 5,616,921 | ||||
Ending balance at Sep. 30, 2023 | $ 1,802,733 | $ 62 | 599,973 | 1,727,014 | 72,369 | (596,685) |
Beginning balance (in shares) at Jun. 30, 2023 | 5,641,056 | |||||
Beginning balance at Jun. 30, 2023 | 1,767,740 | $ 62 | 589,738 | 1,704,241 | 53,800 | (580,101) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 39,472 | 39,472 | ||||
Unrealized gain (loss) on cash flow hedges and other, net of tax | 18,569 | 18,569 | ||||
Equity-based compensation | 10,235 | 10,235 | ||||
Issuance of equity awards, net of forfeitures (in shares) | (125) | |||||
Repurchases of common stock (in shares) | (23,875) | |||||
Repurchases of common stock | (16,495) | (16,495) | ||||
Withholding tax for equity awards (in shares) | (135) | |||||
Withholding tax for equity awards | (89) | (89) | ||||
Dividends paid to stockholders | $ (16,699) | (16,699) | ||||
Ending balance (in shares) at Sep. 30, 2023 | 5,616,921 | 5,616,921 | ||||
Ending balance at Sep. 30, 2023 | $ 1,802,733 | $ 62 | $ 599,973 | $ 1,727,014 | $ 72,369 | $ (596,685) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends, per share (in dollars per share) | $ 2.95 | $ 2.85 | $ 8.65 | $ 8.35 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 152,142 | $ 311,328 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 255,586 | 263,564 |
Non-cash interest expense, net | 6,804 | 7,124 |
Equity-based compensation | 21,819 | 17,016 |
Write-off of debt issuance costs | 3,340 | 0 |
Change in deferred income taxes | 135 | 32,472 |
(Gain) loss on asset sales and disposals, net | 10,714 | 7,615 |
(Gain) loss on sales of businesses | 0 | (13,833) |
Equity method investment (income) loss, net | 38,473 | 1,230 |
Fair value adjustments | 27,077 | (88,020) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (11,948) | 12,510 |
Prepaid and other current assets | (5,272) | (14,848) |
Accounts payable and accrued liabilities | 7,238 | 25,107 |
Deferred revenue | 3,554 | (484) |
Other | 1,839 | 9,012 |
Net cash provided by operating activities | 511,501 | 569,793 |
Cash flows from investing activities: | ||
Cash paid for debt and equity investments | (15,520) | (25,075) |
Capital expenditures | (255,428) | (307,252) |
Change in accrued expenses related to capital expenditures | 694 | 3,985 |
Proceeds from sales of property, plant and equipment | 1,062 | 3,609 |
Proceeds from sales of equity investments | 56,730 | 0 |
Proceeds from sales of operations | 0 | 9,227 |
Net cash used in investing activities | (212,462) | (315,506) |
Cash flows from financing activities: | ||
Proceeds from long-term debt borrowings | 638,000 | 0 |
Payment of debt issuance costs | (8,096) | 0 |
Payments on long-term debt | (752,922) | (25,762) |
Repurchases of common stock | (99,614) | (307,031) |
Payment of withholding tax for equity awards | (2,391) | (4,826) |
Dividends paid to stockholders | (49,534) | (49,751) |
Net cash used in financing activities | (274,557) | (387,370) |
Change in cash and cash equivalents | 24,482 | (133,083) |
Cash and cash equivalents, beginning of period | 215,150 | 388,802 |
Cash and cash equivalents, end of period | 239,632 | 255,719 |
Supplemental cash flow disclosures: | ||
Cash paid for interest, net of capitalized interest | 115,093 | 83,602 |
Cash paid for income taxes, net of refunds received | $ 76,305 | $ 18,497 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business. Cable One is a fully integrated provider of data, video and voice services to residential and business customers in 24 Western, Midwestern and Southern U.S. states. As of September 30, 2023, Cable One provided services to approximately 1.1 million residential and business customers, of which approximately 1,057,000 subscribed to data services, 149,000 subscribed to video services and 122,000 subscribed to voice services. On January 1, 2022, the Company closed a joint venture transaction in which the Company contributed certain fiber operations (including certain fiber assets of Hargray and a majority of the operations of Delta Communications, L.L.C. ("Clearwave")) (the "Clearwave Fiber Contribution") and certain unaffiliated third-party investors contributed cash to a newly formed entity, Clearwave Fiber LLC ("Clearwave Fiber"). The Company's approximately 58% investment in Clearwave Fiber was valued at $440.0 million as of the closing date. Clearwave Fiber is reported on Cable One’s balance sheet under the equity method of accounting, with the proportionate share of its net income (loss) each period reflected within Cable One's consolidated financial statements on a one quarter lag. Refer to note 4 for further details on this transaction and on the Company’s other equity investments. Basis of Presentation. The condensed consolidated financial statements and accompanying notes thereto have been prepared in accordance with: (i) generally accepted accounting principles in the United States (“GAAP”) for interim financial information; and (ii) the guidance of Rule 10-01 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for financial statements required to be filed with the SEC. As permitted under such guidance, certain notes and other financial information normally required by GAAP have been omitted. Management believes the condensed consolidated financial statements reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position, results of operations and cash flows as of and for the periods presented herein. These condensed consolidated financial statements are unaudited and should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the 2022 Form 10-K. The December 31, 2022 year-end balance sheet data presented herein was derived from the Company’s audited consolidated financial statements included in the 2022 Form 10-K, but does not include all disclosures required by GAAP. The Company’s interim results of operations may not be indicative of its future results. Certain reclassifications have been made to prior period amounts to conform to the current year presentation. Principles of Consolidation. The accompanying condensed consolidated financial statements include the accounts of the Company, including its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Segment Reporting. Accounting Standards Codification 280 - Segment Reporting requires the disclosure of factors used to identify an entity’s reportable segments. Based on the Company’s chief operating decision maker’s review and assessment of the Company’s operating performance for purposes of performance monitoring and resource allocation, the Company determined that its operations, including the decisions to allocate resources and deploy capital, are organized and managed on a consolidated basis. Accordingly, management has identified one operating segment, which is its reportable segment, under this organizational and reporting structure. Use of Estimates. The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported herein. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates and underlying assumptions. Recently Adopted Accounting Pronouncements. In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR and other reference rates that are to be discontinued. The Company applied the updated guidance when it transitioned certain of its debt instruments and interest rate swaps from LIBOR to the Secured Overnight Financing Rate ("SOFR") during 2023. The adoption of ASU 2020-04 did not have a material impact on the Company's consolidated financial statements. |
REVENUES
REVENUES | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES Revenues by product line and other revenue-related disclosures were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Residential: Data $ 247,420 $ 233,834 $ 736,957 $ 697,317 Video 62,295 80,525 198,719 249,944 Voice 9,080 10,494 28,334 33,105 Business services 75,575 75,847 228,648 228,999 Other 25,978 24,018 73,608 71,163 Total revenues $ 420,348 $ 424,718 $ 1,266,266 $ 1,280,528 Franchise and other regulatory fees $ 6,513 $ 7,796 $ 20,473 $ 23,852 Deferred commission amortization $ 1,445 $ 1,282 $ 4,202 $ 3,799 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, 2023, the Company’s remaining performance obligations pertain to the refundable customer prepayments and consist of providing future data, video and voice services to customers. Of the $23.7 million of current deferred revenue at December 31, 2022, nearly all was recognized during the nine months ended September 30, 2023. Noncurrent deferred revenue liabilities consist of up-front charges and installation fees from business customers. |
OPERATING ASSETS AND LIABILITIE
OPERATING ASSETS AND LIABILITIES | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
OPERATING ASSETS AND LIABILITIES | OPERATING ASSETS AND LIABILITIES Accounts receivable consisted of the following (in thousands): September 30, 2023 December 31, 2022 Trade receivables $ 69,975 $ 48,958 Income taxes receivable — 1,668 Other receivables (1) 20,318 26,948 Less: Allowance for credit losses (3,962) (3,191) Total accounts receivable, net $ 86,331 $ 74,383 (1) Balance includes amounts due from Clearwave Fiber for services provided under a transition services agreement of $4.3 million and $15.6 million as of September 30, 2023 and December 31, 2022, respectively. The September 30, 2023 balance also includes a $9.7 million receivable from the federal government under the Secure and Trusted Communications Networks Reimbursement Program. The changes in the allowance for credit losses were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Beginning balance $ 3,658 $ 3,255 $ 3,191 $ 2,541 Additions - charged to costs and expenses 2,774 2,979 6,996 6,774 Deductions - write-offs (3,627) (4,324) (10,006) (10,216) Recoveries collected 1,157 1,323 3,781 4,134 Ending balance $ 3,962 $ 3,233 $ 3,962 $ 3,233 Prepaid and other current assets consisted of the following (in thousands): September 30, 2023 December 31, 2022 Prepaid repairs and maintenance $ 5,936 $ 4,059 Software implementation costs 1,559 1,349 Prepaid insurance 5,071 3,506 Prepaid rent 4,024 2,125 Prepaid software 8,618 8,897 Deferred commissions 5,279 4,596 Interest rate swap asset 31,767 25,794 Prepaid income tax payments 2,394 — All other current assets 3,769 6,846 Total prepaid and other current assets $ 68,417 $ 57,172 Other noncurrent assets consisted of the following (in thousands): September 30, 2023 December 31, 2022 Operating lease right-of-use assets $ 10,643 $ 11,325 Deferred commissions 9,629 8,916 Software implementation costs 5,831 6,472 Debt issuance costs 3,275 1,904 Debt investment 2,196 2,102 Assets held for sale 889 914 Interest rate swap asset 64,042 40,289 All other noncurrent assets 5,165 2,755 Total other noncurrent assets $ 101,670 $ 74,677 Accounts payable and accrued liabilities consisted of the following (in thousands): September 30, 2023 December 31, 2022 Accounts payable $ 42,879 $ 39,554 Accrued programming costs 18,499 20,456 Accrued compensation and related benefits 21,242 26,515 Accrued sales and other operating taxes 18,627 14,541 Accrued franchise fees 2,694 3,902 Deposits 6,032 6,236 Operating lease liabilities 3,444 3,924 Accrued insurance costs 5,933 5,525 Cash overdrafts 21,327 9,445 Interest payable 11,395 5,801 Income taxes payable 1,230 13,006 All other accrued liabilities 18,668 15,613 Total accounts payable and accrued liabilities $ 171,970 $ 164,518 Other noncurrent liabilities consisted of the following (in thousands): September 30, 2023 December 31, 2022 Operating lease liabilities $ 6,689 $ 6,733 Accrued compensation and related benefits 8,894 8,973 Deferred revenue 15,928 8,070 MBI Net Option (as defined in note 4) (1) 203,000 164,350 All other noncurrent liabilities 2,320 4,224 Total other noncurrent liabilities $ 236,831 $ 192,350 (1) Represents the net value of the Company’s call and put options associated with the remaining equity interests in MBI (as defined in note 4), consisting of liabilities of $9.9 million and $193.1 million, respectively, as of September 30, 2023 and liabilities of $6.5 million and $157.9 million, respectively, as of December 31, 2022. Refer to notes 4 and 9 for further information on the MBI Net Option (as defined in note 4). |
EQUITY INVESTMENTS
EQUITY INVESTMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Investments, All Other Investments [Abstract] | |
EQUITY INVESTMENTS | EQUITY INVESTMENTS On January 1, 2022, the Company closed a joint venture transaction in which the Company contributed certain fiber operations (including certain fiber assets of Hargray and a majority of the operations of Clearwave) and certain unaffiliated third-party investors contributed cash to a newly formed entity, Clearwave Fiber. The Company's approximately 58% investment in Clearwave Fiber was valued at $440.0 million as of the closing date. The Company recognized a non-cash gain of $22.1 million associated with this transaction in the quarter ended March 31, 2022. On March 24, 2022, the Company invested an additional $5.4 million in Point Broadband Holdings, LLC, a fiber internet service provider ("Point Broadband"). On April 1, 2022, the Company contributed its Tallahassee, Florida system to MetroNet Systems, LLC, a fiber internet service provider ("MetroNet"), in exchange for cash consideration of $7.0 million and an equity interest of less than 10% in MetroNet valued at $7.0 million. On June 1, 2022, the Company completed a minority equity investment for a less than 10% ownership interest in Visionary Communications, Inc., an internet service provider ("Visionary"), for $7.2 million. The Company invested an additional $0.8 million in Visionary in April 2023, and another $0.8 million in September 2023. On September 6, 2022, the Company entered into a subscription agreement with Northwest Fiber Holdco, LLC, a fiber internet service provider ("Ziply"), under which the Company agreed to invest up to $50.0 million in Ziply for a less than 10% equity interest. The Company funded $22.2 million in November 2022, $13.9 million in May 2023 and expects to fund the remaining $13.9 million in the fourth quarter of 2023. In July 2023, the Company's equity investment in Wisper ISP, LLC, a wireless internet service provider ("Wisper"), was redeemed for total cash proceeds of $35.9 million, which resulted in the recognition of a $1.8 million non-cash gain. Also in July 2023, the Company divested its equity investment in Tristar Acquisition I Corp, a special-purpose acquisition company ("Tristar"), for total cash proceeds of $20.9 million, which resulted in the recognition of a $3.4 million non-cash loss. 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. The carrying value of the Company's equity investments consisted of the following (dollars in thousands): September 30, 2023 December 31, 2022 Ownership Percentage Carrying Value Ownership Percentage Carrying Value Cost Method Investments MetroNet <10% $ 7,000 <10% $ 7,000 Nextlink (1) <20% 77,245 <20% 77,245 Point Broadband <10% 42,623 <10% 30,373 Tristar — — <10% 23,413 Visionary <10% 8,822 <10% 7,190 Ziply <10% 36,111 <10% 22,222 Others <10% 13,770 <10% 13,624 Total cost method investments 185,571 181,067 Equity Method Investments Clearwave Fiber ~58% 374,166 ~58% 409,514 MBI (2) 45.0% 567,448 45.0% 571,075 Wisper — — 40.4% 33,565 Total equity method investments 941,614 1,014,154 Total equity investments $ 1,127,185 $ 1,195,221 (1) AMG Technology Investment Group, LLC, a wireless internet service provider ("Nextlink"). (2) The Company holds a call option to purchase all but not less than all of the remaining equity interests in Mega Broadband Investments Holdings LLC, a data, video and voice services provider (“MBI”) that the Company does not already own between January 1, 2023 and June 30, 2024. 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 earnings before interest, taxes, depreciation and amortization (“EBITDA” and as adjusted, “Adjusted 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 $203.0 million and $164.4 million as of September 30, 2023 and December 31, 2022, respectively, and was included within other noncurrent liabilities in the condensed consolidated balance sheets. Refer to note 9 for further information on the MBI Net Option. The carrying value of MBI exceeded the Company’s underlying equity in MBI’s net assets by $491.8 million and $497.8 million as of September 30, 2023 and December 31, 2022, respectively. Equity method investment income (losses), which increase (decrease) the carrying value of the respective investment, and are recorded on a one quarter lag, along with certain other operating information, were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Equity Method Investment Income (Loss) Clearwave Fiber $ (8,086) $ (3,550) $ (35,348) $ (14,475) MBI (1) (387) 3,243 (3,627) 11,318 Wisper 29 321 502 1,927 Total $ (8,444) $ 14 $ (38,473) $ (1,230) Other Income (Expense), Net Mark-to-market adjustments (2) $ 45 $ 95 $ 13,130 $ (80) Gain (loss) on sale of equity investments, net $ (1,558) $ — $ (1,558) $ — MBI Net Option change in fair value $ (23,910) $ (2,800) $ (38,650) $ 88,100 (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 September 30, 2023, the Company recognized $2.2 million of its pro rata share of MBI’s net income and $2.5 million of its pro rata share of basis difference amortization. For the three months ended September 30, 2022, the Company recognized $6.4 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 nine months ended September 30, 2023, the Company recognized $4.6 million of its pro rata share of MBI’s net income and $8.3 million of its pro rata share of basis difference amortization. For the nine months ended September 30, 2022, the Company recognized $21.7 million of its pro rata share of MBI’s net income and $10.3 million of its pro rata share of basis difference amortization. (2) Amount for the nine months ended September 30, 2023 includes a $12.3 million non-cash mark-to-market gain on the Company's investment in Point Broadband during the first quarter of 2023 as a result of an observable market transaction in Point Broadband’s equity. The Company assesses each equity investment for indicators of impairment on a quarterly basis. No impairments were recorded for any of the periods presented. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following (in thousands): September 30, 2023 December 31, 2022 Cable distribution systems $ 2,424,495 $ 2,454,452 Customer premise equipment 374,990 339,132 Other equipment and fixtures 385,385 450,301 Buildings and improvements 139,929 138,467 Capitalized software 72,193 58,740 Construction in progress 183,704 230,644 Land 13,641 12,541 Right-of-use assets 10,402 11,323 Property, plant and equipment, gross 3,604,739 3,695,600 Less: Accumulated depreciation and amortization (1,857,265) (1,993,845) Property, plant and equipment, net $ 1,747,474 $ 1,701,755 The Company contributed $280.0 million of property, plant and equipment, net, to the Clearwave Fiber joint venture on January 1, 2022 and recognized a $22.1 million non-cash gain on the transaction in the first quarter of 2022. The Company classified $0.9 million of property, plant and equipment as held for sale as of both September 30, 2023 and December 31, 2022. Such assets are included within other noncurrent assets in the condensed consolidated balance sheets. Depreciation and amortization expense for property, plant and equipment was $64.8 million and $66.4 million for the three months ended September 30, 2023 and 2022, respectively, and $201.1 million and $201.2 million for the nine months ended September 30, 2023 and 2022, respectively. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS The carrying amount of goodwill was $928.9 million as of both September 30, 2023 and December 31, 2022. The Company has not historically recorded any impairment of goodwill. Intangible assets consisted of the following (dollars in thousands): September 30, 2023 December 31, 2022 Useful Life Range (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-Lived Intangible Assets Customer relationships 13.5 – 17 $ 784,381 $ 278,223 $ 506,158 $ 784,381 $ 225,445 $ 558,936 Trademarks and trade names 2.7 – 4.2 11,846 8,255 3,591 11,846 6,675 5,171 Wireless licenses 10 – 15 1,418 394 1,024 1,418 286 1,132 Total finite-lived intangible assets $ 797,645 $ 286,872 $ 510,773 $ 797,645 $ 232,406 $ 565,239 Indefinite-Lived Intangible Assets Franchise agreements $ 2,100,546 $ 2,100,546 Trademark and trade name 800 800 Total indefinite-lived intangible assets $ 2,101,346 $ 2,101,346 Total intangible assets, net $ 2,612,119 $ 2,666,585 Intangible asset amortization expense was $18.2 million and $20.8 million for the three months ended September 30, 2023 and 2022, respectively, and $54.5 million and $62.4 million for the nine months ended September 30, 2023 and 2022, respectively. The future amortization of existing finite-lived intangible assets as of September 30, 2023 was as follows (in thousands): Year Ending December 31, Amount 2023 (remaining three months) $ 18,154 2024 65,828 2025 60,840 2026 55,326 2027 51,445 Thereafter 259,180 Total $ 510,773 Actual amortization expense in future periods may differ from the amounts above as a result of intangible asset acquisitions or divestitures, changes in useful life estimates, impairments or other relevant factors. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The carrying amount of long-term debt consisted of the following (in thousands): September 30, 2023 December 31, 2022 Senior Credit Facilities (as defined below) $ 2,159,908 $ 2,273,904 Senior Notes (as defined below) 650,000 650,000 Convertible Notes (as defined below) 920,000 920,000 Finance lease liabilities 5,312 4,844 Total debt 3,735,220 3,848,748 Less: Unamortized debt discount (13,106) (16,313) Less: Unamortized debt issuance costs (23,477) (23,913) Less: Current portion of long-term debt (19,019) (55,931) Total long-term debt $ 3,679,618 $ 3,752,591 Senior Credit Facilities. Prior to February 22, 2023, the Company had in place a credit agreement (the "Credit Agreement") that provided for senior secured term loans in original aggregate principal amounts of $700.0 million maturing in 2025 (the “Term Loan A-2”), $250.0 million maturing in 2027 (the “Term Loan B-2”), $625.0 million maturing in 2027 (the “Term Loan B-3”) and $800.0 million maturing in 2028 (the "Term Loan B-4"), as well as a $500.0 million revolving credit facility maturing in 2025 (the “Revolving Credit Facility” and, together with the Term Loan A-2, the Term Loan B-2, the Term Loan B-3 and the Term Loan B-4, the “Senior Credit Facilities”). The Revolving Credit Facility also gives the Company the ability to issue letters of credit, which reduce the amount available for borrowing under the Revolving Credit Facility. On February 22, 2023, the Company amended and restated the Credit Agreement (as amended and restated, the "New Credit Agreement") to, among other things, (i) increase the aggregate principal amount of commitments under the Revolving Credit Facility by $500.0 million to $1.0 billion; (ii) extend the scheduled maturity of the Revolving Credit Facility from October 2025 to February 2028; (iii) upsize the outstanding principal amount under the Term Loan B-3 by $150.0 million to $757.0 million (the "TLB-3 Upsize"); (iv) extend the scheduled maturities of the Term Loan B-2 and the Term Loan B-3 from October 2027 to October 2029 (subject to adjustment as described in the notes to the table below summarizing the Company's outstanding term loans as of September 30, 2023); (v) increase the fixed spreads on the Term Loan B-2 and the Term Loan B-3 from 2.00% to 2.25%; and (vi) transition the benchmark interest rate for the Revolving Credit Facility, the Term Loan B-2 and the Term Loan B-3 from LIBOR to SOFR plus a 10 basis point credit spread adjustment. Except as described above, the New Credit Agreement did not make any material changes to the principal terms of the Term Loan B-2, the Term Loan B-3, the Term Loan B-4 or the Revolving Credit Facility. Upon the effectiveness of the New Credit Agreement, the Company drew $488.0 million under the Revolving Credit Facility and, together with the net proceeds from the TLB-3 Upsize, repaid all $638.3 million aggregate principal amount of its outstanding Term Loan A-2. In July 2023, the Company transitioned the benchmark interest rate for the Term Loan B-4 from LIBOR to SOFR plus a credit spread adjustment that ranges from approximately 11.4 basis points to 42.8 basis points based on the interest period elected. The Company repaid $50.0 million of the outstanding Revolving Credit Facility borrowings during each of the second and third quarters of 2023, reducing the outstanding balance to $388.0 million as of September 30, 2023. Refer to the table below summarizing the Company’s outstanding term loans as of September 30, 2023 and notes 10 and 19 to the Company’s audited consolidated financial statements included in the 2022 Form 10-K for further details on the Senior Credit Facilities. As of September 30, 2023, the Company had approximately $1.8 billion of aggregate outstanding term loans and $388.0 million of borrowings and $612.0 million available for borrowing under the Revolving Credit Facility. A summary of the Company’s outstanding term loans as of September 30, 2023 is as follows (dollars in thousands): Instrument Draw Date(s) Original Principal Amortization Per Annum (1) Outstanding Principal Final Scheduled Maturity Date Final Scheduled Principal Payment Benchmark Rate Fixed Margin Interest Rate Term Loan B-2 1/7/2019 $ 250,000 1.0% $ 238,750 10/30/2029 (2) $ 223,750 SOFR + 10 bps 2.25% 7.67% Term Loan B-3 6/14/2019 10/30/2020 2/22/2023 325,000 300,000 150,000 1.0% 751,158 10/30/2029 (2) 704,695 SOFR + 10 bps 2.25% 7.67% Term Loan B-4 5/3/2021 800,000 1.0% 782,000 5/3/2028 746,000 SOFR + 11.4 bps 2.00% 7.43% Total $ 1,825,000 $ 1,771,908 $ 1,674,445 (1) Payable in equal quarterly installments (expressed as a percentage of the original principal amount and subject to customary adjustments in the event of any prepayment). All loans may be prepaid at any time without penalty or premium (subject to customary SOFR breakage provisions). (2) The final maturity date of the Term Loan B-2 and the Term Loan B-3, in each case, will adjust to May 3, 2028 if greater than $150.0 million aggregate principal amount of the Term Loan B-4 (together with any refinancing indebtedness in respect of the Term Loan B-4 with a final maturity date prior to the date that is 91 days after October 30, 2029) remains outstanding on May 3, 2028. Senior Notes. In November 2020, the Company issued $650.0 million aggregate principal amount of 4.00% senior notes due 2030 (the “Senior Notes”). The Senior Notes bear interest at a rate of 4.00% per annum payable semi-annually in arrears on May 15th and November 15th of each year. The terms of the Senior Notes are governed by an indenture dated as of November 9, 2020 (the “Senior Notes Indenture”), among the Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (“BNY”), as trustee. At any time and from time to time prior to November 15, 2025, the Company may redeem some or all of the Senior Notes for cash at a redemption price equal to 100% of their principal amount, plus the “make-whole” premium described in the Senior Notes Indenture and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Beginning on November 15, 2025, the Company may redeem some or all of the Senior Notes at any time and from time to time at the applicable redemption prices listed in the Senior Notes Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time and from time to time prior to November 15, 2023, the Company may redeem up to 40% of the aggregate principal amount of Senior Notes with funds in an aggregate amount not exceeding the net cash proceeds from one or more equity offerings at a redemption price equal to 104% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Upon the occurrence of a Change of Control and a Below Investment Grade Rating Event (each as defined in the Senior Notes Indenture), the Company is required to offer to repurchase the Senior Notes at 101% of the principal amount of such Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. Convertible Notes. In March 2021, the Company issued $575.0 million aggregate principal amount of 0.000% convertible senior notes due 2026 (the “2026 Notes”) and $345.0 million aggregate principal amount of 1.125% convertible senior notes due 2028 (the “2028 Notes” and, together with the 2026 Notes, the “Convertible Notes,” and the Convertible Notes collectively with the Senior Notes, the “Notes”). The terms of the 2026 Notes and the 2028 Notes are each governed by a separate indenture dated as of March 5, 2021 (collectively, the “Convertible Notes Indentures” and together with the Senior Notes Indenture, the “Indentures”), in each case, among the Company, the guarantors party thereto and BNY, as trustee. The 2026 Notes do not bear regular interest, and the principal amount of the 2026 Notes does not accrete. The 2028 Notes bear interest at a rate of 1.125% per annum. Interest on the 2028 Notes is payable semiannually in arrears on March 15th and September 15th of each year, unless earlier repurchased, converted or redeemed. The 2026 Notes are scheduled to mature on March 15, 2026, and the 2028 Notes are scheduled to mature on March 15, 2028. The initial conversion rate for each of the 2026 Notes and the 2028 Notes is 0.4394 shares of the Company’s common stock per $1,000 principal amount of 2026 Notes and 2028 Notes, as applicable (equivalent to an initial conversion price of $2,275.83 per share of common stock). The Convertible Notes are convertible at the option of the holders. The method of conversion into cash, shares of the Company’s common stock or a combination thereof is at the election of the Company. Prior to the close of business on the business day immediately preceding December 15, 2025, the 2026 Notes will be convertible at the option of the holders only upon the satisfaction of specified conditions and during certain periods. On or after December 15, 2025, holders may convert their 2026 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the relevant maturity date. Prior to the close of business on the business day immediately preceding December 15, 2027, the 2028 Notes will be convertible at the option of the holders only upon the satisfaction of specified conditions and during certain periods. On or after December 15, 2027, holders may convert their 2028 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the relevant maturity date. If the Company undergoes a “fundamental change” (as defined in the applicable Convertible Notes Indenture), holders of the applicable series of Convertible Notes may require the Company to repurchase for cash all or part of their Convertible Notes of such series at a purchase price equal to 100% of the principal amount of the Convertible Notes of such series to be repurchased, plus accrued and unpaid interest to, but not including, the fundamental change repurchase date. The Company may not redeem the 2026 Notes prior to March 20, 2024 and it may not redeem the 2028 Notes prior to March 20, 2025. No “sinking fund” is provided for the Convertible Notes. On or after March 20, 2024 and prior to December 15, 2025, the Company may redeem for cash all or any portion of the 2026 Notes, at its option, and on or after March 20, 2025 and prior to December 15, 2027, the Company may redeem for cash all or any portion of the 2028 Notes, at its option, in each case, if the last reported sale price per share of common stock has been at least 130% of the conversion price for such series of Convertible Notes then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Notes of such series to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date. In addition, following a “make-whole fundamental change” (as defined in the applicable Convertible Notes Indenture) or if the Company delivers a notice of redemption in respect of any Convertible Notes of a series, in certain circumstances, the conversion rate applicable to such series of Convertible Notes will be increased for a holder who elects to convert any of such Convertible Notes in connection with such a make-whole fundamental change or convert any of such Convertible Notes called (or deemed called) for redemption during the related redemption period, as the case may be. The carrying amounts of the Convertible Notes consisted of the following (in thousands): September 30, 2023 December 31, 2022 2026 Notes 2028 Notes Total 2026 Notes 2028 Notes Total Gross carrying amount $ 575,000 $ 345,000 $ 920,000 $ 575,000 $ 345,000 $ 920,000 Less: Unamortized discount (7,366) (5,740) (13,106) (9,610) (6,703) (16,313) Less: Unamortized debt issuance costs (201) (162) (363) (262) (189) (451) Net carrying amount $ 567,433 $ 339,098 $ 906,531 $ 565,128 $ 338,108 $ 903,236 Interest expense on the Convertible Notes consisted of the following (dollars in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 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 $ — $ 2,911 $ 2,911 Amortization of discount 756 325 1,081 756 325 1,081 2,244 963 3,207 2,244 963 3,207 Amortization of debt issuance costs 21 9 30 21 9 30 61 27 88 61 28 89 Total interest expense $ 777 $ 1,304 $ 2,081 $ 777 $ 1,304 $ 2,081 $ 2,305 $ 3,901 $ 6,206 $ 2,305 $ 3,902 $ 6,207 Effective interest rate 0.5 % 1.5 % 0.5 % 1.5 % 0.5 % 1.5 % 0.5 % 1.5 % General. The Notes are senior unsecured obligations of the Company and are guaranteed by the Company’s wholly owned domestic subsidiaries that guarantee the Senior Credit Facilities or that guarantee certain capital market debt of the Company in an aggregate principal amount in excess of $250.0 million. Each Indenture contains covenants that, among other things and subject to certain exceptions, limit (i) the Company’s ability to consolidate or merge with or into another person or sell or otherwise dispose of all or substantially all of the assets of the Company and its subsidiaries (taken as a whole) and (ii) the ability of the guarantors to consolidate with or merge with or into another person. The Senior Notes Indenture also contains a covenant that, subject to certain exceptions, limits the Company’s ability and the ability of its subsidiaries to incur any liens securing indebtedness for borrowed money. Each Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, default in payment of principal or interest, breach of other agreements or covenants in respect of the relevant Notes by the Company or any guarantors, failure to pay certain other indebtedness at final maturity, acceleration of certain indebtedness prior to final maturity, failure to pay certain final judgments, failure of certain guarantees to be enforceable and certain events of bankruptcy, insolvency or reorganization; and, in the case of each Convertible Notes Indenture, failure to comply with the Company’s obligation to convert the relevant Convertible Notes under the applicable Convertible Notes Indenture and failure to give a fundamental change notice or a notice of a make-whole fundamental change under the applicable Convertible Notes Indenture. Unamortized debt issuance costs consisted of the following (in thousands): September 30, 2023 December 31, 2022 Revolving Credit Facility portion: Other noncurrent assets $ 3,275 $ 1,904 Term loans and Notes portion: Long-term debt (contra account) 23,477 23,913 Total $ 26,752 $ 25,817 The Company recorded debt issuance cost amortization of $1.1 million and $1.3 million for the three months ended September 30, 2023 and 2022, respectively, and $3.6 million and $4.0 million for the nine months ended September 30, 2023 and 2022, respectively, within interest expense in the condensed consolidated statements of operations and comprehensive income. The Company capitalized $7.8 million and wrote-off $3.3 million of debt issuance costs during the nine months ended September 30, 2023. The future maturities of outstanding borrowings as of September 30, 2023 were as follows (in thousands): Year Ending December 31, Amount 2023 (remaining three months) $ 4,561 2024 18,244 2025 18,244 2026 593,244 2027 18,244 Thereafter 3,077,371 Total $ 3,729,908 On May 3, 2022, the Company entered into a letter of credit agreement with MUFG Bank, Ltd. ("MUFG") which provides fo r an additional $75.0 million letter of credit issuing capacity. As of September 30, 2023, $11.9 million of letters of credit issuances were held for the benefit of performance obligations under government grant programs and certain general and liability insurance matters and bore interest at a rate of 1.00% per annum. The Company was in compliance with all debt covenants as of September 30, 2023. |
INTEREST RATE SWAPS
INTEREST RATE SWAPS | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
INTEREST RATE SWAPS | INTEREST RATE SWAPS The Company is party to two interest rate swap agreements, designated as cash flow hedges, to manage the risk of fluctuations in interest rates on its variable rate SOFR debt. Changes in the fair values of the interest rate swaps are reported through other comprehensive income until the underlying hedged debt’s interest expense impacts net income, at which point the corresponding change in fair value is reclassified from accumulated other comprehensive income to interest expense. A summary of the significant terms of the Company’s interest rate swap agreements is as follows (dollars in thousands): Entry Date Effective Date Maturity Date (1) Notional Amount Settlement Type Settlement Frequency Fixed Base Rate Swap A (2) 3/7/2019 3/11/2019 3/11/2029 $ 850,000 Receive one-month SOFR, pay fixed Monthly 2.595% Swap B (3) 3/6/2019 6/15/2020 2/28/2029 350,000 Receive one-month SOFR, pay fixed Monthly 2.691% Total $ 1,200,000 (1) Each swap may be terminated prior to the scheduled maturity at the election of the Company or the financial institution counterparty under the terms provided in each swap agreement. (2) Swap A was amended effective February 28, 2023 to transition the reference rate from LIBOR to SOFR, resulting in the fixed base rate changing from 2.653% to 2.595%. (3) Swap B was amended effective March 1, 2023 to transition the reference rate from LIBOR to SOFR, resulting in the fixed base rate changing from 2.739% to 2.691%. The combined fair values of the Company’s interest rate swaps are reflected within the condensed consolidated balance sheets as follows (in thousands): September 30, 2023 December 31, 2022 Assets: Current portion: Prepaid and other current assets $ 31,767 $ 25,794 Noncurrent portion: Other noncurrent assets 64,042 40,289 Total interest rate swap asset $ 95,809 $ 66,083 Stockholders’ Equity: Accumulated other comprehensive income $ 72,561 $ 50,221 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, 2023 2022 2023 2022 Interest (income) expense $ (7,971) $ 1,463 $ (20,784) $ 14,873 Unrealized gain (loss) on cash flow hedges, gross $ 24,463 $ 62,517 $ 95,809 $ 181,588 Less: Tax effect (5,893) (15,269) (23,248) (44,327) Unrealized gain (loss) on cash flow hedges, net of tax $ 18,570 $ 47,248 $ 72,561 $ 137,261 The Company does not hold any derivative instruments for speculative trading purposes. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Financial Assets and Liabilities. The Company has estimated the fair values of its financial instruments as of September 30, 2023 using available market information or other appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the following fair value estimates are not necessarily indicative of the amounts the Company would realize in an actual market exchange. The carrying amounts, fair values and related fair value hierarchy levels of the Company’s financial assets and liabilities as of September 30, 2023 were as follows (in thousands): September 30, 2023 Carrying Amount Fair Value Fair Value Hierarchy Assets: Cash and cash equivalents: Money market investments $ 168,581 $ 168,581 Level 1 Other noncurrent assets (including current portion): Interest rate swap asset $ 95,809 $ 95,809 Level 2 Liabilities: Long-term debt (including current portion): Term loans $ 1,771,908 $ 1,758,619 Level 2 Revolving Credit Facility $ 388,000 $ 382,180 Level 2 Senior Notes $ 650,000 $ 493,155 Level 2 Convertible Notes $ 920,000 $ 733,827 Level 2 Other noncurrent liabilities: MBI Net Option $ 203,000 $ 203,000 Level 3 Money market investments are held primarily in U.S. Treasury securities and registered money market funds and are valued using a market approach based on quoted market prices (level 1). Money market investments with original maturities of three months or less are included within cash and cash equivalents in the condensed consolidated balance sheets. Interest rate swaps are measured at fair value within the condensed consolidated balance sheets on a recurring basis, with fair value determined using standard valuation models with assumptions about interest rates being based on those observed in underlying markets (level 2). The fair value of the term loans, Revolving Credit Facility, Senior Notes and Convertible Notes are estimated based on market prices for similar instruments in active markets (level 2). The fair value of the MBI Net Option is measured using Monte Carlo simulations that use inputs considered unobservable and significant to the fair value measurement (level 3). The assumptions used to determine the fair value of the MBI Net Option consisted of the following: September 30, 2023 December 31, 2022 Cable One MBI Cable One MBI Equity volatility 39.0 % 33.0 % 34.0 % 31.0 % EBITDA volatility 10.0 % 10.0 % 10.0 % 10.0 % EBITDA risk-adjusted discount rate 8.0 % 9.0 % 7.5 % 8.5 % Cost of debt 9.5 % 7.5 % The Company regularly evaluates each of the assumptions used in establishing the fair value of the MBI Net Option. Significant changes in any of these assumptions could result in a significantly lower or higher fair value measurement. A change in one of these assumptions is not necessarily accompanied by a change in another assumption. Refer to note 4 for further information on the MBI Net Option. The carrying amounts of accounts receivable, accounts payable and other financial assets and liabilities approximate fair value because of the short-term nature of these instruments. Nonfinancial Assets and Liabilities. The Company’s nonfinancial assets, such as property, plant and equipment, intangible assets and goodwill, are not measured at fair value on a recurring basis. Assets acquired, including identifiable intangible assets and goodwill, and liabilities assumed in acquisitions are recorded at fair value on the respective acquisition dates, subject to potential future measurement period adjustments. Nonfinancial assets are subject to fair value adjustments when there is evidence that impairment may exist. No material impairments were recorded during the nine months ended September 30, 2023 or 2022. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS ’ EQUITY Treasury Stock. Treasury stock is recorded at cost and is presented as a reduction of stockholders’ equity in the condensed consolidated financial statements. Treasury shares of 558,478 held at September 30, 2023 include shares repurchased under the Company’s share repurchase programs and shares withheld for withholding tax, as described below. Share Repurchase Program. On May 20, 2022, the Company's board of directors (the "Board") authorized up to $450.0 million of share repurchases (with no cap as to the number of shares of common stock) (the "Share Repurchase Program"). The Company had $143.1 million of remaining share repurchase authorization under the Share Repurchase Program as of September 30, 2023. Additional purchases under the Share Repurchase Program may be made from time to time on the open market and in privately negotiated transactions. The size and timing of these purchases are based on a number of factors, including share price and business and market conditions. Since the Company first became publicly traded in 2015 through September 30, 2023, the Company has repurchased 646,244 shares of its common stock at an aggregate cost of $556.9 million, including 141,551 shares purchased at an aggregate cost of $99.6 million during the nine months ended September 30, 2023. Tax Withholding for Equity Awards. At the employee’s option, shares of common stock are withheld by the Company upon the vesting of restricted stock and exercise of stock appreciation rights (“SARs”) to cover the applicable statutory minimum amount of employee withholding taxes, which the Company then pays to the taxing authorities in cash. The amounts remitted during the nine months ended September 30, 2023 and 2022 were $2.4 million and $4.8 million, for which the Company withheld 3,437 and 2,790 shares of common stock, respectively. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION | EQUITY-BASED COMPENSATION Our stockholders approved the Cable One, Inc. 2022 Omnibus Incentive Compensation Plan (the “2022 Plan”) at the annual meeting of stockholders held May 20, 2022. The 2022 Plan provides for grants of incentive stock options, non-qualified stock options, restricted stock awards, SARs, restricted stock units (“RSUs”), performance restricted stock units ("PRSUs"), cash-based awards, performance-based awards, dividend equivalent units (“DEUs” and, together with restricted stock awards, RSUs and PRSUs, “Restricted Stock”) and other stock-based awards, including deferred stock units and superseded and replaced the Amended and Restated Cable One, Inc. 2015 Omnibus Incentive Compensation Plan. Directors, officers, employees and consultants of the Company are eligible for grants under the 2022 Plan as part of the Company’s long-term incentive compensation programs. At September 30, 2023, 418,613 shares were available for issuance under the 2022 Plan. Compensation expense associated with equity-based awards is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the award, with forfeitures recognized as incurred. The Company’s equity-based compensation expense, included within selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income, was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Restricted Stock $ 9,830 $ 5,250 $ 20,637 $ 15,072 SARs 405 610 1,182 1,944 Total $ 10,235 $ 5,860 $ 21,819 $ 17,016 The Company recognized excess tax shortfalls of $0.2 million and excess tax benefits of $0.1 million during the three months ended September 30, 2023 and 2022, respectively, and excess tax shortfalls of $1.8 million and excess tax benefits of $0.7 million during the nine months ended September 30, 2023 and 2022, respectively. The deferred tax asset related to all outstanding equity-based awards was $6.7 million and $6.6 million as of September 30, 2023 and December 31, 2022, respectively. Restricted Stock. A summary of Restricted Stock activity during the nine months ended September 30, 2023 is as follows: Restricted Stock Weighted Average Grant Date Fair Value Per Share Outstanding as of December 31, 2022 42,467 $ 1,611.99 Granted 69,136 $ 743.67 Forfeited (1) (7,159) $ 1,670.38 Vested and issued (13,128) $ 1,492.43 Outstanding as of September 30, 2023 91,316 $ 967.19 Vested and deferred as of September 30, 2023 6,161 $ 903.66 (1) Includes 4,093 shares forfeited upon the final achievement determination for certain performance-based restricted stock awards. At September 30, 2023, there was $45.6 million of unrecognized compensation expense related to Restricted Stock, which is expected to be recognized over a weighted average period of 1.7 years. The significant inputs and resulting weighted average grant date fair value for market-based award grants were as follows: 2023 Risk-free interest rate 4.1 % Expected volatility 39.1 % Simulation term 2.99 years Weighted average grant date fair value $ 774.30 Stock Appreciation Rights. A summary of SARs activity during the nine months ended September 30, 2023 is as follows: Stock Appreciation Rights Weighted Average Exercise Price Weighted Average Grant Date Fair Value Aggregate Intrinsic Value (in thousands) Weighted Average Remaining Contractual Term (in years) Outstanding as of December 31, 2022 41,115 $ 1,072.88 $ 262.99 $ 591 6.1 Exercised (374) $ 707.17 $ 169.54 $ 5 — Forfeited (375) $ 1,274.05 $ 280.58 Expired (4,875) $ 936.78 $ 219.98 Outstanding as of September 30, 2023 35,491 $ 1,093.30 $ 269.69 $ — 5.3 Exercisable as of September 30, 2023 29,491 $ 952.93 $ 230.80 $ — 4.9 At September 30, 2023, there was $1.7 million of unrecognized compensation expense related to SARs, which is expected to be recognized over a weighted average period of 0.7 years. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company’s effective tax rate was 30.2% and 23.7% for the three months ended September 30, 2023 and 2022, respectively, and 25.1% and 21.6% for the nine months ended September 30, 2023 and 2022, respectively. The increase in the effective tax rate for the three months ended September 30, 2023 compared to the prior year period was due primarily to an increase of $5.8 million in income tax expense related to a change in the valuation allowance associated with the MBI Net Option, partially offset by a decrease of $2.3 million in income tax expense related to equity method investment net losses. The increase in the effective tax rate for the nine months ended September 30, 2023 compared to the prior year period was due primarily to an increase of $25.9 million in income tax expense related to a change in the valuation allowance associated with the MBI Net Option, partially offset by a decrease of $9.9 million in income tax expense related to equity method investment net losses. |
OTHER INCOME AND EXPENSE
OTHER INCOME AND EXPENSE | 9 Months Ended |
Sep. 30, 2023 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME AND EXPENSE | OTHER INCOME AND EXPENSE Other income (expense) consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 MBI Net Option fair value adjustment $ (23,910) $ (2,800) $ (38,650) $ 88,100 Write-off of debt issuance costs — — (3,340) — Interest and investment income 4,836 3,358 13,258 9,843 Gain (loss) on sale of equity investments, net (1,558) — (1,558) — Mark-to-market adjustments and other (1) 96 276 12,936 (983) Other income (expense), net $ (20,536) $ 834 $ (17,354) $ 96,960 (1) Amount for the nine months ended September 30, 2023 includes a $12.3 million non-cash mark-to-market gain on the Company's investment in Point Broadband as a result of an observable market transaction in Point Broadband’s equity. |
NET INCOME PER COMMON SHARE
NET INCOME PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
NET INCOME PER COMMON SHARE | NET INCOME PER COMMON SHARE Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. The denominator used in calculating diluted net income per common share further includes any common shares available to be issued upon vesting or exercise of outstanding equity-based compensation awards if such inclusion would be dilutive, calculated using the treasury stock method, and any common shares to be issued upon conversion of the Convertible Notes, calculated using the if-converted method. The computation of basic and diluted net income per common share was as follows (dollars in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net income - basic $ 39,472 $ 70,607 $ 152,142 $ 311,328 Add: Convertible Notes interest expense, net of tax 1,561 1,561 4,655 4,655 Net income - diluted $ 41,033 $ 72,168 $ 156,797 $ 315,983 Denominator: Weighted average common shares outstanding - basic 5,611,278 5,836,731 5,663,198 5,933,372 Effect of dilutive equity-based compensation awards (1) 10,759 20,278 7,452 20,335 Effect of dilution from if-converted Convertible Notes (2) 404,248 404,248 404,248 404,248 Weighted average common shares outstanding - diluted 6,026,285 6,261,257 6,074,898 6,357,955 Net Income per Common Share: Basic $ 7.03 $ 12.10 $ 26.87 $ 52.47 Diluted $ 6.81 $ 11.53 $ 25.81 $ 49.70 Supplemental Net Income per Common Share Disclosure: Anti-dilutive shares from equity-based compensation awards (1) 25,861 13,068 25,861 13,068 (1) Equity-based compensation awards whose impact is considered to be anti-dilutive under the treasury stock method were excluded from the diluted net income per common share calculation. (2) Based on a conversion rate of 0.4394 shares of common stock per weighted $1,000 principal amount of Convertible Notes outstanding during all periods presented. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Contractual Obligations. The Company has obligations to make future payments for goods and services under certain contractual arrangements. These contractual obligations secure the future rights to various goods and services to be used in the normal course of the Company’s operations. In accordance with applicable accounting rules, the future rights and obligations pertaining to firm commitments, such as certain purchase obligations under contracts, are not reflected as assets or liabilities in the condensed consolidated balance sheets. As of September 30, 2023, with the exception of debt payments (refer to note 7 for the updated future maturities of outstanding borrowings table), there have been no material changes to the contractual obligations previously disclosed in the 2022 Form 10-K. 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 included in the Company’s contractual obligations as they are cancellable on short notice, in the case of pole rental costs, or are passed through on a monthly basis to the Company’s customers and are periodically remitted to authorities, in the case of fees imposed by governmental authorities. The Company also has franchise agreements requiring plant construction and the provision of services to customers within the franchise areas. In connection with these obligations under existing franchise agreements, the Company obtains surety bonds or letters of credit guaranteeing performance to municipalities and public utilities and payment of insurance premiums. Payments under these arrangements are required only in the remote event of nonperformance. Litigation and Legal Matters. The Company is subject to complaints and administrative proceedings and has been a defendant in various civil lawsuits that have arisen in the ordinary course of its business. Such matters include contract disputes; actions alleging negligence, invasion of privacy, trademark, copyright and patent infringement, and violations of applicable wage and hour laws; statutory or common law claims involving current and former employees; and other matters. Although the outcomes of any legal claims and proceedings against the Company cannot be predicted with certainty, based on currently available information, the Company believes that there are no existing claims or proceedings that are likely to have a material adverse effect on its business, financial condition, results of operations or cash flows. Regulation in the Company ’ s Industry. The Company’s operations are extensively regulated by the Federal Communications Commission (the "FCC"), some state governments and most local governments. The FCC has the authority to enforce its regulations through the imposition of substantial fines, the issuance of cease-and-desist orders and/or the imposition of other administrative sanctions, such as the revocation of FCC licenses needed to operate certain transmission facilities used in connection with cable operations. Future legislative and regulatory changes could adversely affect the Company’s operations. Equity Investments. The Company has certain obligations with respect to certain of its equity investments. Refer to note 4 for further information. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net income | $ 39,472 | $ 70,607 | $ 152,142 | $ 311,328 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation. The condensed consolidated financial statements and accompanying notes thereto have been prepared in accordance with: (i) generally accepted accounting principles in the United States (“GAAP”) for interim financial information; and (ii) the guidance of Rule 10-01 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for financial statements required to be filed with the SEC. As permitted under such guidance, certain notes and other financial information normally required by GAAP have been omitted. Management believes the condensed consolidated financial statements reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position, results of operations and cash flows as of and for the periods presented herein. These condensed consolidated financial statements are unaudited and should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the 2022 Form 10-K. The December 31, 2022 year-end balance sheet data presented herein was derived from the Company’s audited consolidated financial statements included in the 2022 Form 10-K, but does not include all disclosures required by GAAP. The Company’s interim results of operations may not be indicative of its future results. Certain reclassifications have been made to prior period amounts to conform to the current year presentation. |
Principles of Consolidation | Principles of Consolidation. The accompanying condensed consolidated financial statements include the accounts of the Company, including its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Segment Reporting | Segment Reporting. Accounting Standards Codification 280 - Segment Reporting requires the disclosure of factors used to identify an entity’s reportable segments. Based on the Company’s chief operating decision maker’s review and assessment of the Company’s operating performance for purposes of performance monitoring and resource allocation, the Company determined that its operations, including the decisions to allocate resources and deploy capital, are organized and managed on a consolidated basis. Accordingly, management has identified one operating segment, which is its reportable segment, under this organizational and reporting structure. |
Use of Estimates | Use of Estimates. The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported herein. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates and underlying assumptions. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements. In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR and other reference rates that are to be discontinued. The Company applied the updated guidance when it transitioned certain of its debt instruments and interest rate swaps from LIBOR to the Secured Overnight Financing Rate ("SOFR") during 2023. The adoption of ASU 2020-04 did not have a material impact on the Company's consolidated financial statements. |
REVENUES (Tables)
REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenues by Product Line and Other Revenue | Revenues by product line and other revenue-related disclosures were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Residential: Data $ 247,420 $ 233,834 $ 736,957 $ 697,317 Video 62,295 80,525 198,719 249,944 Voice 9,080 10,494 28,334 33,105 Business services 75,575 75,847 228,648 228,999 Other 25,978 24,018 73,608 71,163 Total revenues $ 420,348 $ 424,718 $ 1,266,266 $ 1,280,528 Franchise and other regulatory fees $ 6,513 $ 7,796 $ 20,473 $ 23,852 Deferred commission amortization $ 1,445 $ 1,282 $ 4,202 $ 3,799 |
OPERATING ASSETS AND LIABILIT_2
OPERATING ASSETS AND LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | Accounts receivable consisted of the following (in thousands): September 30, 2023 December 31, 2022 Trade receivables $ 69,975 $ 48,958 Income taxes receivable — 1,668 Other receivables (1) 20,318 26,948 Less: Allowance for credit losses (3,962) (3,191) Total accounts receivable, net $ 86,331 $ 74,383 (1) Balance includes amounts due from Clearwave Fiber for services provided under a transition services agreement of $4.3 million and $15.6 million as of September 30, 2023 and December 31, 2022, respectively. The September 30, 2023 balance also includes a $9.7 million receivable from the federal government under the Secure and Trusted Communications Networks Reimbursement Program. |
Schedule of Allowance for Doubtful Accounts | The changes in the allowance for credit losses were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Beginning balance $ 3,658 $ 3,255 $ 3,191 $ 2,541 Additions - charged to costs and expenses 2,774 2,979 6,996 6,774 Deductions - write-offs (3,627) (4,324) (10,006) (10,216) Recoveries collected 1,157 1,323 3,781 4,134 Ending balance $ 3,962 $ 3,233 $ 3,962 $ 3,233 |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consisted of the following (in thousands): September 30, 2023 December 31, 2022 Prepaid repairs and maintenance $ 5,936 $ 4,059 Software implementation costs 1,559 1,349 Prepaid insurance 5,071 3,506 Prepaid rent 4,024 2,125 Prepaid software 8,618 8,897 Deferred commissions 5,279 4,596 Interest rate swap asset 31,767 25,794 Prepaid income tax payments 2,394 — All other current assets 3,769 6,846 Total prepaid and other current assets $ 68,417 $ 57,172 |
Schedule of Other Assets, Noncurrent | Other noncurrent assets consisted of the following (in thousands): September 30, 2023 December 31, 2022 Operating lease right-of-use assets $ 10,643 $ 11,325 Deferred commissions 9,629 8,916 Software implementation costs 5,831 6,472 Debt issuance costs 3,275 1,904 Debt investment 2,196 2,102 Assets held for sale 889 914 Interest rate swap asset 64,042 40,289 All other noncurrent assets 5,165 2,755 Total other noncurrent assets $ 101,670 $ 74,677 |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following (in thousands): September 30, 2023 December 31, 2022 Accounts payable $ 42,879 $ 39,554 Accrued programming costs 18,499 20,456 Accrued compensation and related benefits 21,242 26,515 Accrued sales and other operating taxes 18,627 14,541 Accrued franchise fees 2,694 3,902 Deposits 6,032 6,236 Operating lease liabilities 3,444 3,924 Accrued insurance costs 5,933 5,525 Cash overdrafts 21,327 9,445 Interest payable 11,395 5,801 Income taxes payable 1,230 13,006 All other accrued liabilities 18,668 15,613 Total accounts payable and accrued liabilities $ 171,970 $ 164,518 |
Schedule of Other Noncurrent Liabilities | Other noncurrent liabilities consisted of the following (in thousands): September 30, 2023 December 31, 2022 Operating lease liabilities $ 6,689 $ 6,733 Accrued compensation and related benefits 8,894 8,973 Deferred revenue 15,928 8,070 MBI Net Option (as defined in note 4) (1) 203,000 164,350 All other noncurrent liabilities 2,320 4,224 Total other noncurrent liabilities $ 236,831 $ 192,350 (1) Represents the net value of the Company’s call and put options associated with the remaining equity interests in MBI (as defined in note 4), consisting of liabilities of $9.9 million and $193.1 million, respectively, as of September 30, 2023 and liabilities of $6.5 million and $157.9 million, respectively, as of December 31, 2022. Refer to notes 4 and 9 for further information on the MBI Net Option (as defined in note 4). |
EQUITY INVESTMENTS (Tables)
EQUITY INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, All Other Investments [Abstract] | |
Schedule of Carrying Value of the Company's Equity Investments | The carrying value of the Company's equity investments consisted of the following (dollars in thousands): September 30, 2023 December 31, 2022 Ownership Percentage Carrying Value Ownership Percentage Carrying Value Cost Method Investments MetroNet <10% $ 7,000 <10% $ 7,000 Nextlink (1) <20% 77,245 <20% 77,245 Point Broadband <10% 42,623 <10% 30,373 Tristar — — <10% 23,413 Visionary <10% 8,822 <10% 7,190 Ziply <10% 36,111 <10% 22,222 Others <10% 13,770 <10% 13,624 Total cost method investments 185,571 181,067 Equity Method Investments Clearwave Fiber ~58% 374,166 ~58% 409,514 MBI (2) 45.0% 567,448 45.0% 571,075 Wisper — — 40.4% 33,565 Total equity method investments 941,614 1,014,154 Total equity investments $ 1,127,185 $ 1,195,221 (1) AMG Technology Investment Group, LLC, a wireless internet service provider ("Nextlink"). (2) The Company holds a call option to purchase all but not less than all of the remaining equity interests in Mega Broadband Investments Holdings LLC, a data, video and voice services provider (“MBI”) that the Company does not already own between January 1, 2023 and June 30, 2024. 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 earnings before interest, taxes, depreciation and amortization (“EBITDA” and as adjusted, “Adjusted 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 $203.0 million and $164.4 million as of September 30, 2023 and December 31, 2022, respectively, and was included within other noncurrent liabilities in the condensed consolidated balance sheets. Refer to note 9 for further information on the MBI Net Option. |
Schedule of Equity Method Investments | Equity method investment income (losses), which increase (decrease) the carrying value of the respective investment, and are recorded on a one quarter lag, along with certain other operating information, were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Equity Method Investment Income (Loss) Clearwave Fiber $ (8,086) $ (3,550) $ (35,348) $ (14,475) MBI (1) (387) 3,243 (3,627) 11,318 Wisper 29 321 502 1,927 Total $ (8,444) $ 14 $ (38,473) $ (1,230) Other Income (Expense), Net Mark-to-market adjustments (2) $ 45 $ 95 $ 13,130 $ (80) Gain (loss) on sale of equity investments, net $ (1,558) $ — $ (1,558) $ — MBI Net Option change in fair value $ (23,910) $ (2,800) $ (38,650) $ 88,100 (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 September 30, 2023, the Company recognized $2.2 million of its pro rata share of MBI’s net income and $2.5 million of its pro rata share of basis difference amortization. For the three months ended September 30, 2022, the Company recognized $6.4 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 nine months ended September 30, 2023, the Company recognized $4.6 million of its pro rata share of MBI’s net income and $8.3 million of its pro rata share of basis difference amortization. For the nine months ended September 30, 2022, the Company recognized $21.7 million of its pro rata share of MBI’s net income and $10.3 million of its pro rata share of basis difference amortization. (2) Amount for the nine months ended September 30, 2023 includes a $12.3 million non-cash mark-to-market gain on the Company's investment in Point Broadband during the first quarter of 2023 as a result of an observable market transaction in Point Broadband’s equity. |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consisted of the following (in thousands): September 30, 2023 December 31, 2022 Cable distribution systems $ 2,424,495 $ 2,454,452 Customer premise equipment 374,990 339,132 Other equipment and fixtures 385,385 450,301 Buildings and improvements 139,929 138,467 Capitalized software 72,193 58,740 Construction in progress 183,704 230,644 Land 13,641 12,541 Right-of-use assets 10,402 11,323 Property, plant and equipment, gross 3,604,739 3,695,600 Less: Accumulated depreciation and amortization (1,857,265) (1,993,845) Property, plant and equipment, net $ 1,747,474 $ 1,701,755 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | Intangible assets consisted of the following (dollars in thousands): September 30, 2023 December 31, 2022 Useful Life Range (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-Lived Intangible Assets Customer relationships 13.5 – 17 $ 784,381 $ 278,223 $ 506,158 $ 784,381 $ 225,445 $ 558,936 Trademarks and trade names 2.7 – 4.2 11,846 8,255 3,591 11,846 6,675 5,171 Wireless licenses 10 – 15 1,418 394 1,024 1,418 286 1,132 Total finite-lived intangible assets $ 797,645 $ 286,872 $ 510,773 $ 797,645 $ 232,406 $ 565,239 Indefinite-Lived Intangible Assets Franchise agreements $ 2,100,546 $ 2,100,546 Trademark and trade name 800 800 Total indefinite-lived intangible assets $ 2,101,346 $ 2,101,346 Total intangible assets, net $ 2,612,119 $ 2,666,585 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The future amortization of existing finite-lived intangible assets as of September 30, 2023 was as follows (in thousands): Year Ending December 31, Amount 2023 (remaining three months) $ 18,154 2024 65,828 2025 60,840 2026 55,326 2027 51,445 Thereafter 259,180 Total $ 510,773 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | The carrying amount of long-term debt consisted of the following (in thousands): September 30, 2023 December 31, 2022 Senior Credit Facilities (as defined below) $ 2,159,908 $ 2,273,904 Senior Notes (as defined below) 650,000 650,000 Convertible Notes (as defined below) 920,000 920,000 Finance lease liabilities 5,312 4,844 Total debt 3,735,220 3,848,748 Less: Unamortized debt discount (13,106) (16,313) Less: Unamortized debt issuance costs (23,477) (23,913) Less: Current portion of long-term debt (19,019) (55,931) Total long-term debt $ 3,679,618 $ 3,752,591 |
Schedule of Term Loans | A summary of the Company’s outstanding term loans as of September 30, 2023 is as follows (dollars in thousands): Instrument Draw Date(s) Original Principal Amortization Per Annum (1) Outstanding Principal Final Scheduled Maturity Date Final Scheduled Principal Payment Benchmark Rate Fixed Margin Interest Rate Term Loan B-2 1/7/2019 $ 250,000 1.0% $ 238,750 10/30/2029 (2) $ 223,750 SOFR + 10 bps 2.25% 7.67% Term Loan B-3 6/14/2019 10/30/2020 2/22/2023 325,000 300,000 150,000 1.0% 751,158 10/30/2029 (2) 704,695 SOFR + 10 bps 2.25% 7.67% Term Loan B-4 5/3/2021 800,000 1.0% 782,000 5/3/2028 746,000 SOFR + 11.4 bps 2.00% 7.43% Total $ 1,825,000 $ 1,771,908 $ 1,674,445 (1) Payable in equal quarterly installments (expressed as a percentage of the original principal amount and subject to customary adjustments in the event of any prepayment). All loans may be prepaid at any time without penalty or premium (subject to customary SOFR breakage provisions). (2) The final maturity date of the Term Loan B-2 and the Term Loan B-3, in each case, will adjust to May 3, 2028 if greater than $150.0 million aggregate principal amount of the Term Loan B-4 (together with any refinancing indebtedness in respect of the Term Loan B-4 with a final maturity date prior to the date that is 91 days after October 30, 2029) remains outstanding on May 3, 2028. |
Schedule of Convertible Debt | The carrying amounts of the Convertible Notes consisted of the following (in thousands): September 30, 2023 December 31, 2022 2026 Notes 2028 Notes Total 2026 Notes 2028 Notes Total Gross carrying amount $ 575,000 $ 345,000 $ 920,000 $ 575,000 $ 345,000 $ 920,000 Less: Unamortized discount (7,366) (5,740) (13,106) (9,610) (6,703) (16,313) Less: Unamortized debt issuance costs (201) (162) (363) (262) (189) (451) Net carrying amount $ 567,433 $ 339,098 $ 906,531 $ 565,128 $ 338,108 $ 903,236 Interest expense on the Convertible Notes consisted of the following (dollars in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 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 $ — $ 2,911 $ 2,911 Amortization of discount 756 325 1,081 756 325 1,081 2,244 963 3,207 2,244 963 3,207 Amortization of debt issuance costs 21 9 30 21 9 30 61 27 88 61 28 89 Total interest expense $ 777 $ 1,304 $ 2,081 $ 777 $ 1,304 $ 2,081 $ 2,305 $ 3,901 $ 6,206 $ 2,305 $ 3,902 $ 6,207 Effective interest rate 0.5 % 1.5 % 0.5 % 1.5 % 0.5 % 1.5 % 0.5 % 1.5 % |
Schedule of Unamortized Debt Issuance Costs | Unamortized debt issuance costs consisted of the following (in thousands): September 30, 2023 December 31, 2022 Revolving Credit Facility portion: Other noncurrent assets $ 3,275 $ 1,904 Term loans and Notes portion: Long-term debt (contra account) 23,477 23,913 Total $ 26,752 $ 25,817 |
Schedule of Maturities of Long-Term Debt | The future maturities of outstanding borrowings as of September 30, 2023 were as follows (in thousands): Year Ending December 31, Amount 2023 (remaining three months) $ 4,561 2024 18,244 2025 18,244 2026 593,244 2027 18,244 Thereafter 3,077,371 Total $ 3,729,908 |
INTEREST RATE SWAPS (Tables)
INTEREST RATE SWAPS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | A summary of the significant terms of the Company’s interest rate swap agreements is as follows (dollars in thousands): Entry Date Effective Date Maturity Date (1) Notional Amount Settlement Type Settlement Frequency Fixed Base Rate Swap A (2) 3/7/2019 3/11/2019 3/11/2029 $ 850,000 Receive one-month SOFR, pay fixed Monthly 2.595% Swap B (3) 3/6/2019 6/15/2020 2/28/2029 350,000 Receive one-month SOFR, pay fixed Monthly 2.691% Total $ 1,200,000 (1) Each swap may be terminated prior to the scheduled maturity at the election of the Company or the financial institution counterparty under the terms provided in each swap agreement. (2) Swap A was amended effective February 28, 2023 to transition the reference rate from LIBOR to SOFR, resulting in the fixed base rate changing from 2.653% to 2.595%. (3) Swap B was amended effective March 1, 2023 to transition the reference rate from LIBOR to SOFR, resulting in the fixed base rate changing from 2.739% to 2.691%. |
Schedule of Cash Flow Hedging Instruments, Statements of Financial Performance and Financial Position, Location | The combined fair values of the Company’s interest rate swaps are reflected within the condensed consolidated balance sheets as follows (in thousands): September 30, 2023 December 31, 2022 Assets: Current portion: Prepaid and other current assets $ 31,767 $ 25,794 Noncurrent portion: Other noncurrent assets 64,042 40,289 Total interest rate swap asset $ 95,809 $ 66,083 Stockholders’ Equity: Accumulated other comprehensive income $ 72,561 $ 50,221 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, 2023 2022 2023 2022 Interest (income) expense $ (7,971) $ 1,463 $ (20,784) $ 14,873 Unrealized gain (loss) on cash flow hedges, gross $ 24,463 $ 62,517 $ 95,809 $ 181,588 Less: Tax effect (5,893) (15,269) (23,248) (44,327) Unrealized gain (loss) on cash flow hedges, net of tax $ 18,570 $ 47,248 $ 72,561 $ 137,261 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements, Recurring and Nonrecurring | The carrying amounts, fair values and related fair value hierarchy levels of the Company’s financial assets and liabilities as of September 30, 2023 were as follows (in thousands): September 30, 2023 Carrying Amount Fair Value Fair Value Hierarchy Assets: Cash and cash equivalents: Money market investments $ 168,581 $ 168,581 Level 1 Other noncurrent assets (including current portion): Interest rate swap asset $ 95,809 $ 95,809 Level 2 Liabilities: Long-term debt (including current portion): Term loans $ 1,771,908 $ 1,758,619 Level 2 Revolving Credit Facility $ 388,000 $ 382,180 Level 2 Senior Notes $ 650,000 $ 493,155 Level 2 Convertible Notes $ 920,000 $ 733,827 Level 2 Other noncurrent liabilities: MBI Net Option $ 203,000 $ 203,000 Level 3 |
Schedule of Assumptions Used to Determine the Fair Value of the MBI Net Option | The assumptions used to determine the fair value of the MBI Net Option consisted of the following: September 30, 2023 December 31, 2022 Cable One MBI Cable One MBI Equity volatility 39.0 % 33.0 % 34.0 % 31.0 % EBITDA volatility 10.0 % 10.0 % 10.0 % 10.0 % EBITDA risk-adjusted discount rate 8.0 % 9.0 % 7.5 % 8.5 % Cost of debt 9.5 % 7.5 % |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-Based Payment Arrangement, Expensed and Capitalized, Amount | The Company’s equity-based compensation expense, included within selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income, was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Restricted Stock $ 9,830 $ 5,250 $ 20,637 $ 15,072 SARs 405 610 1,182 1,944 Total $ 10,235 $ 5,860 $ 21,819 $ 17,016 |
Schedule of Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | A summary of Restricted Stock activity during the nine months ended September 30, 2023 is as follows: Restricted Stock Weighted Average Grant Date Fair Value Per Share Outstanding as of December 31, 2022 42,467 $ 1,611.99 Granted 69,136 $ 743.67 Forfeited (1) (7,159) $ 1,670.38 Vested and issued (13,128) $ 1,492.43 Outstanding as of September 30, 2023 91,316 $ 967.19 Vested and deferred as of September 30, 2023 6,161 $ 903.66 (1) Includes 4,093 shares forfeited upon the final achievement determination for certain performance-based restricted stock awards. |
Schedule of Share-Based Payment Award, Restricted Stock Valuation Assumptions | The significant inputs and resulting weighted average grant date fair value for market-based award grants were as follows: 2023 Risk-free interest rate 4.1 % Expected volatility 39.1 % Simulation term 2.99 years Weighted average grant date fair value $ 774.30 |
Schedule of Share-Based Payment Arrangement, Stock Appreciation Right, Activity | A summary of SARs activity during the nine months ended September 30, 2023 is as follows: Stock Appreciation Rights Weighted Average Exercise Price Weighted Average Grant Date Fair Value Aggregate Intrinsic Value (in thousands) Weighted Average Remaining Contractual Term (in years) Outstanding as of December 31, 2022 41,115 $ 1,072.88 $ 262.99 $ 591 6.1 Exercised (374) $ 707.17 $ 169.54 $ 5 — Forfeited (375) $ 1,274.05 $ 280.58 Expired (4,875) $ 936.78 $ 219.98 Outstanding as of September 30, 2023 35,491 $ 1,093.30 $ 269.69 $ — 5.3 Exercisable as of September 30, 2023 29,491 $ 952.93 $ 230.80 $ — 4.9 |
OTHER INCOME AND EXPENSE (Table
OTHER INCOME AND EXPENSE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Nonoperating Income (Expense) | Other income (expense) consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 MBI Net Option fair value adjustment $ (23,910) $ (2,800) $ (38,650) $ 88,100 Write-off of debt issuance costs — — (3,340) — Interest and investment income 4,836 3,358 13,258 9,843 Gain (loss) on sale of equity investments, net (1,558) — (1,558) — Mark-to-market adjustments and other (1) 96 276 12,936 (983) Other income (expense), net $ (20,536) $ 834 $ (17,354) $ 96,960 (1) Amount for the nine months ended September 30, 2023 includes a $12.3 million non-cash mark-to-market gain on the Company's investment in Point Broadband as a result of an observable market transaction in Point Broadband’s equity. |
NET INCOME PER COMMON SHARE (Ta
NET INCOME PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The computation of basic and diluted net income per common share was as follows (dollars in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net income - basic $ 39,472 $ 70,607 $ 152,142 $ 311,328 Add: Convertible Notes interest expense, net of tax 1,561 1,561 4,655 4,655 Net income - diluted $ 41,033 $ 72,168 $ 156,797 $ 315,983 Denominator: Weighted average common shares outstanding - basic 5,611,278 5,836,731 5,663,198 5,933,372 Effect of dilutive equity-based compensation awards (1) 10,759 20,278 7,452 20,335 Effect of dilution from if-converted Convertible Notes (2) 404,248 404,248 404,248 404,248 Weighted average common shares outstanding - diluted 6,026,285 6,261,257 6,074,898 6,357,955 Net Income per Common Share: Basic $ 7.03 $ 12.10 $ 26.87 $ 52.47 Diluted $ 6.81 $ 11.53 $ 25.81 $ 49.70 Supplemental Net Income per Common Share Disclosure: Anti-dilutive shares from equity-based compensation awards (1) 25,861 13,068 25,861 13,068 (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. |
DESCRIPTION OF BUSINESS AND B_3
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) customer in Thousands, $ in Millions | 9 Months Ended | |
Sep. 30, 2023 customer state segment | Jan. 01, 2022 USD ($) | |
Number of states in which entity operates | state | 24 | |
Number of customers | 1,100 | |
Number of operating segments | segment | 1 | |
Clearwave Fiber | ||
Equity method investment, ownership percentage (in percent) | 58% | |
Equity method investments, fair value | $ | $ 440 | |
Data | ||
Number of customers | 1,057 | |
Video | ||
Number of customers | 149 | |
Voice | ||
Number of customers | 122 |
REVENUES - Revenues by Product
REVENUES - Revenues by Product Line (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 420,348 | $ 424,718 | $ 1,266,266 | $ 1,280,528 |
Deferred commission amortization | 1,445 | 1,282 | 4,202 | 3,799 |
Data | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 247,420 | 233,834 | 736,957 | 697,317 |
Video | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 62,295 | 80,525 | 198,719 | 249,944 |
Voice | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9,080 | 10,494 | 28,334 | 33,105 |
Business services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 75,575 | 75,847 | 228,648 | 228,999 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 25,978 | 24,018 | 73,608 | 71,163 |
Franchise and other regulatory fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 6,513 | $ 7,796 | $ 20,473 | $ 23,852 |
REVENUES - Narrative (Details)
REVENUES - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Contract with customer, liability, current | $ 27,260 | $ 23,706 |
OPERATING ASSETS AND LIABILIT_3
OPERATING ASSETS AND LIABILITIES - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade receivables | $ 69,975 | $ 48,958 |
Income taxes receivable | 0 | 1,668 |
Other receivables | 20,318 | 26,948 |
Less: Allowance for credit losses | (3,962) | (3,191) |
Total accounts receivable, net | 86,331 | 74,383 |
Clearwave Fiber | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other receivables | 4,300 | $ 15,600 |
Federal government | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other receivables | $ 9,700 |
OPERATING ASSETS AND LIABILIT_4
OPERATING ASSETS AND LIABILITIES - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | $ 3,658 | $ 3,255 | $ 3,191 | $ 2,541 |
Additions - charged to costs and expenses | 2,774 | 2,979 | 6,996 | 6,774 |
Deductions - write-offs | (3,627) | (4,324) | (10,006) | (10,216) |
Recoveries collected | 1,157 | 1,323 | 3,781 | 4,134 |
Ending balance | $ 3,962 | $ 3,233 | $ 3,962 | $ 3,233 |
OPERATING ASSETS AND LIABILIT_5
OPERATING ASSETS AND LIABILITIES - Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Offsetting Assets [Line Items] | ||
Prepaid repairs and maintenance | $ 5,936 | $ 4,059 |
Software implementation costs | 1,559 | 1,349 |
Prepaid insurance | 5,071 | 3,506 |
Prepaid rent | 4,024 | 2,125 |
Prepaid software | 8,618 | 8,897 |
Deferred commissions | 5,279 | 4,596 |
Prepaid income tax payments | 2,394 | 0 |
All other current assets | 3,769 | 6,846 |
Total prepaid and other current assets | 68,417 | 57,172 |
Interest Rate Swap | ||
Offsetting Assets [Line Items] | ||
Interest rate swap asset | $ 31,767 | $ 25,794 |
OPERATING ASSETS AND LIABILIT_6
OPERATING ASSETS AND LIABILITIES - Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||
Operating lease right-of-use assets | $ 10,643 | $ 11,325 |
Deferred commissions | 9,629 | 8,916 |
Software implementation costs | 5,831 | 6,472 |
Debt issuance costs | 3,275 | 1,904 |
Debt investment | 2,196 | 2,102 |
Assets held for sale | 889 | 914 |
All other noncurrent assets | 5,165 | 2,755 |
Total other noncurrent assets | 101,670 | 74,677 |
Interest Rate Swap | ||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||
Interest rate swap asset | $ 64,042 | $ 40,289 |
OPERATING ASSETS AND LIABILIT_7
OPERATING ASSETS AND LIABILITIES - Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Accounts payable | $ 42,879 | $ 39,554 |
Accrued programming costs | 18,499 | 20,456 |
Accrued compensation and related benefits | 21,242 | 26,515 |
Accrued sales and other operating taxes | 18,627 | 14,541 |
Accrued franchise fees | 2,694 | 3,902 |
Deposits | 6,032 | 6,236 |
Operating lease liabilities | 3,444 | 3,924 |
Accrued insurance costs | 5,933 | 5,525 |
Cash overdrafts | 21,327 | 9,445 |
Interest payable | 11,395 | 5,801 |
Income taxes payable | 1,230 | 13,006 |
All other accrued liabilities | 18,668 | 15,613 |
Total accounts payable and accrued liabilities | $ 171,970 | $ 164,518 |
OPERATING ASSETS AND LIABILIT_8
OPERATING ASSETS AND LIABILITIES - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Operating lease liabilities | $ 6,689 | $ 6,733 |
Accrued compensation and related benefits | 8,894 | 8,973 |
Deferred revenue | 15,928 | 8,070 |
MBI net option (as defined in note 4) | 203,000 | 164,350 |
All other noncurrent liabilities | 2,320 | 4,224 |
Total other noncurrent liabilities | 236,831 | 192,350 |
MBI | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
MBI net option (as defined in note 4) | 203,000 | 164,400 |
MBI | Call Option | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Derivative liability | 9,900 | 6,500 |
MBI | Put Option | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Derivative liability | $ 193,100 | $ 157,900 |
EQUITY INVESTMENTS - Narrative
EQUITY INVESTMENTS - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||
Jun. 01, 2022 | Apr. 01, 2022 | Mar. 24, 2022 | Sep. 30, 2023 | Jul. 31, 2023 | May 31, 2023 | Apr. 30, 2023 | Nov. 30, 2022 | Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 06, 2022 | Jan. 01, 2022 | |
Net Investment Income [Line Items] | |||||||||||||||||
Gain on disposition of business | $ 0 | $ 0 | $ 0 | $ 13,833 | |||||||||||||
Payments to acquire investments | 15,520 | 25,075 | |||||||||||||||
Total cost method investments | $ 185,571 | 185,571 | 185,571 | $ 181,067 | |||||||||||||
Proceeds from sales of equity investments | 56,730 | 0 | |||||||||||||||
Gain (loss) on sale of equity investments, net | (1,558) | $ 0 | (1,558) | $ 0 | |||||||||||||
Clearwave Fiber | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Equity method investment, ownership percentage (in percent) | 58% | ||||||||||||||||
Equity method investments, fair value | $ 440,000 | ||||||||||||||||
Gain on disposition of business | $ 22,100 | ||||||||||||||||
Point Broadband | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Payments to acquire investments | $ 5,400 | ||||||||||||||||
Total cost method investments | 42,623 | 42,623 | 42,623 | 30,373 | |||||||||||||
MetroNet | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Payments to acquire investments | $ 7,000 | ||||||||||||||||
Investment owned, at fair value | $ 7,000 | ||||||||||||||||
Total cost method investments | 7,000 | 7,000 | 7,000 | 7,000 | |||||||||||||
MetroNet | Maximum | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Ownership percentage (in percent) | 10% | ||||||||||||||||
Visionary | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Payments to acquire investments | $ 7,200 | ||||||||||||||||
Total cost method investments | 8,822 | 8,822 | 8,822 | 7,190 | |||||||||||||
Visionary | Maximum | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Ownership percentage (in percent) | 10% | ||||||||||||||||
Visionary | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Payments to acquire investments | 800 | $ 800 | |||||||||||||||
Ziply | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Payments to acquire investments | $ 13,900 | $ 22,200 | |||||||||||||||
Total cost method investments | $ 36,111 | $ 36,111 | $ 36,111 | $ 22,222 | |||||||||||||
Ziply | Forecast | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Payments to acquire investments | $ 13,900 | ||||||||||||||||
Ziply | Maximum | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Ownership percentage (in percent) | 10% | ||||||||||||||||
Total cost method investments | $ 50,000 | ||||||||||||||||
MBI | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Equity method investment, ownership percentage (in percent) | 45% | 45% | 45% | 45% | |||||||||||||
Equity method investment, difference between carrying amount and underlying equity | $ 491,800 | $ 491,800 | $ 491,800 | $ 497,800 | |||||||||||||
Wisper | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Equity method investment, ownership percentage (in percent) | 0% | 0% | 0% | 40.40% | |||||||||||||
Proceeds from sales of equity investments | $ 35,900 | ||||||||||||||||
Gain (loss) on sale of equity investments, net | 1,800 | ||||||||||||||||
Tristar | |||||||||||||||||
Net Investment Income [Line Items] | |||||||||||||||||
Total cost method investments | $ 0 | $ 0 | $ 0 | $ 23,413 | |||||||||||||
Proceeds from sales of equity investments | 20,900 | ||||||||||||||||
Gain (loss) on sale of equity investments, net | $ (3,400) |
EQUITY INVESTMENTS - Carrying V
EQUITY INVESTMENTS - Carrying Value of Equity Method Investments Without Determinable Fair Values (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Nov. 12, 2020 |
Net Investment Income [Line Items] | |||
Total cost method investments | $ 185,571 | $ 181,067 | |
Total equity method investments | 941,614 | 1,014,154 | |
Total equity investments | 1,127,185 | 1,195,221 | |
MBI net option | 203,000 | 164,350 | |
MBI | |||
Net Investment Income [Line Items] | |||
MBI net option | $ 203,000 | $ 164,400 | |
MetroNet | |||
Net Investment Income [Line Items] | |||
Cost method investment, ownership percentage (in percent) | 10% | 10% | |
Total cost method investments | $ 7,000 | $ 7,000 | |
Nextlink | |||
Net Investment Income [Line Items] | |||
Cost method investment, ownership percentage (in percent) | 20% | 20% | |
Total cost method investments | $ 77,245 | $ 77,245 | |
Point Broadband | |||
Net Investment Income [Line Items] | |||
Cost method investment, ownership percentage (in percent) | 10% | 10% | |
Total cost method investments | $ 42,623 | $ 30,373 | |
Tristar | |||
Net Investment Income [Line Items] | |||
Cost method investment, ownership percentage (in percent) | 0% | 10% | |
Total cost method investments | $ 0 | $ 23,413 | |
Visionary | |||
Net Investment Income [Line Items] | |||
Cost method investment, ownership percentage (in percent) | 10% | 10% | |
Total cost method investments | $ 8,822 | $ 7,190 | |
Ziply | |||
Net Investment Income [Line Items] | |||
Cost method investment, ownership percentage (in percent) | 10% | 10% | |
Total cost method investments | $ 36,111 | $ 22,222 | |
Others | |||
Net Investment Income [Line Items] | |||
Cost method investment, ownership percentage (in percent) | 10% | 10% | |
Total cost method investments | $ 13,770 | $ 13,624 | |
Clearwave Fiber | |||
Net Investment Income [Line Items] | |||
Equity method investment, ownership percentage (in percent) | 58% | 58% | |
Total equity method investments | $ 374,166 | $ 409,514 | |
MBI | |||
Net Investment Income [Line Items] | |||
Equity method investment, ownership percentage (in percent) | 45% | 45% | |
Total equity method investments | $ 567,448 | $ 571,075 | $ 630,700 |
MBI | Call Option | |||
Net Investment Income [Line Items] | |||
Interest rate swap asset | 19,700 | ||
MBI | Put Option | |||
Net Investment Income [Line Items] | |||
MBI net option | $ 75,500 | ||
Wisper | |||
Net Investment Income [Line Items] | |||
Equity method investment, ownership percentage (in percent) | 0% | 40.40% | |
Total equity method investments | $ 0 | $ 33,565 |
EQUITY INVESTMENTS - Equity Met
EQUITY INVESTMENTS - Equity Method Investment Income (Losses) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jan. 01, 2022 | Jul. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Gain (Loss) on Securities [Line Items] | |||||||
Equity method investment income (loss), net | $ (8,444) | $ 14 | $ (38,473) | $ (1,230) | |||
Gain on investment, mark to market | 45 | 95 | 13,130 | (80) | |||
Gain (loss) on sale of equity investments, net | (1,558) | 0 | (1,558) | 0 | |||
MBI | |||||||
Gain (Loss) on Securities [Line Items] | |||||||
Finite-lived intangible assets, basis difference between fair value and carrying value | 186,600 | 186,600 | |||||
MBI | |||||||
Gain (Loss) on Securities [Line Items] | |||||||
MBI Net Option change in fair value | (23,910) | (2,800) | (38,650) | 88,100 | |||
Clearwave Fiber | |||||||
Gain (Loss) on Securities [Line Items] | |||||||
Equity method investment income (loss), net | $ 22,100 | (8,086) | (3,550) | (35,348) | (14,475) | ||
Equity method investment, ownership percentage (in percent) | 58% | ||||||
MBI | |||||||
Gain (Loss) on Securities [Line Items] | |||||||
Equity method investment income (loss), net | (387) | 3,243 | (3,627) | 11,318 | |||
Finite-lived intangible assets, basis difference between fair value and carrying value | $ 84,000 | $ 84,000 | |||||
Equity method investment, ownership percentage (in percent) | 45% | 45% | 45% | ||||
Income (loss) from equity method investments before amortization | $ 2,200 | 6,400 | $ 4,600 | 21,700 | |||
Amortization of basis difference | 2,500 | 3,200 | 8,300 | 10,300 | |||
MBI | MBI | |||||||
Gain (Loss) on Securities [Line Items] | |||||||
MBI Net Option change in fair value | (23,910) | (2,800) | (38,650) | 88,100 | |||
Wisper | |||||||
Gain (Loss) on Securities [Line Items] | |||||||
Equity method investment income (loss), net | $ 29 | $ 321 | $ 502 | $ 1,927 | |||
Gain (loss) on sale of equity investments, net | $ 1,800 | ||||||
Equity method investment, ownership percentage (in percent) | 0% | 0% | 40.40% | ||||
Point Broadband | |||||||
Gain (Loss) on Securities [Line Items] | |||||||
Gain on investment, mark to market | $ 12,300 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Right-of-use assets | $ 10,402 | $ 11,323 |
Property, plant and equipment, gross | 3,604,739 | 3,695,600 |
Less: Accumulated depreciation and amortization | (1,857,265) | (1,993,845) |
Property, plant and equipment, net | 1,747,474 | 1,701,755 |
Cable distribution systems | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,424,495 | 2,454,452 |
Customer premise equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 374,990 | 339,132 |
Other equipment and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 385,385 | 450,301 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 139,929 | 138,467 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 72,193 | 58,740 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 183,704 | 230,644 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 13,641 | $ 12,541 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details ) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jan. 01, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Long-Lived Assets Held-for-sale [Line Items] | ||||||
Recognized non-cash gain | $ (8,444) | $ 14 | $ (38,473) | $ (1,230) | ||
Depreciation and amortization | 255,586 | 263,564 | ||||
Property, Plant and Equipment | ||||||
Long-Lived Assets Held-for-sale [Line Items] | ||||||
Depreciation and amortization | 64,800 | 66,400 | 201,100 | 201,200 | ||
Other noncurrent assets | ||||||
Long-Lived Assets Held-for-sale [Line Items] | ||||||
Disposal group, including discontinued operation, property, plant and equipment, noncurrent | 900 | 900 | $ 900 | |||
Clearwave Fiber | ||||||
Long-Lived Assets Held-for-sale [Line Items] | ||||||
Property and equipment contributed | $ 280,000 | |||||
Recognized non-cash gain | $ 22,100 | $ (8,086) | $ (3,550) | $ (35,348) | $ (14,475) |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 928,947,000 | $ 928,947,000 | $ 928,947,000 | ||
Goodwill, impairment loss | 0 | $ 0 | |||
Amortization of intangible assets | $ 18,200,000 | $ 20,800,000 | $ 54,500,000 | $ 62,400,000 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 797,645 | $ 797,645 |
Accumulated Amortization | 286,872 | 232,406 |
Total | 510,773 | 565,239 |
Indefinite-Lived Intangible Assets | 2,101,346 | 2,101,346 |
Intangible assets, net | 2,612,119 | 2,666,585 |
Trademarks and trade names | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 800 | 800 |
Franchise agreements | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 2,100,546 | 2,100,546 |
Customer relationships | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 784,381 | 784,381 |
Accumulated Amortization | 278,223 | 225,445 |
Total | $ 506,158 | 558,936 |
Customer relationships | Minimum | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Useful Life Range (in years) | 13 years 6 months | |
Customer relationships | Maximum | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Useful Life Range (in years) | 17 years | |
Trademarks and trade names | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 11,846 | 11,846 |
Accumulated Amortization | 8,255 | 6,675 |
Total | $ 3,591 | 5,171 |
Trademarks and trade names | Minimum | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Useful Life Range (in years) | 2 years 8 months 12 days | |
Trademarks and trade names | Maximum | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Useful Life Range (in years) | 4 years 2 months 12 days | |
Wireless licenses | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,418 | 1,418 |
Accumulated Amortization | 394 | 286 |
Total | $ 1,024 | $ 1,132 |
Wireless licenses | Minimum | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Useful Life Range (in years) | 10 years | |
Wireless licenses | Maximum | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Useful Life Range (in years) | 15 years |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 (remaining three months) | $ 18,154 | |
2024 | 65,828 | |
2025 | 60,840 | |
2026 | 55,326 | |
2027 | 51,445 | |
Thereafter | 259,180 | |
Total | $ 510,773 | $ 565,239 |
DEBT - Schedule of Long-term De
DEBT - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Finance lease liabilities | $ 5,312 | $ 4,844 |
Total debt | 3,735,220 | 3,848,748 |
Less: Unamortized debt discount | (13,106) | (16,313) |
Less: Unamortized debt issuance costs | (26,752) | (25,817) |
Less: Current portion of long-term debt | (19,019) | (55,931) |
Long-term debt | 3,679,618 | 3,752,591 |
Senior Credit Facilities | ||
Debt Instrument [Line Items] | ||
Gross carrying amount | 2,159,908 | 2,273,904 |
Less: Unamortized debt issuance costs | (23,477) | (23,913) |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Gross carrying amount | 650,000 | 650,000 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Gross carrying amount | $ 920,000 | $ 920,000 |
DEBT - Senior Credit Facilities
DEBT - Senior Credit Facilities (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Feb. 22, 2023 | Feb. 21, 2023 | Jul. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | |
Term loans | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 1,825,000,000 | $ 1,825,000,000 | ||||
Gross carrying amount | 1,771,908,000 | 1,771,908,000 | ||||
Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 1,000,000,000 | $ 500,000,000 | ||||
Draws on lines of credit | 488,000,000 | |||||
Extinguishment of debt | 50,000,000 | $ 50,000,000 | ||||
Debt outstanding | 388,000,000 | 388,000,000 | ||||
Line of credit facility, remaining borrowing capacity | 612,000,000 | 612,000,000 | ||||
Term Loan A-2 | Term loans | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 700,000,000 | |||||
Extinguishment of debt | $ 638,300,000 | |||||
Term Loan B-2 and the Term Loan B-3 | Term loans | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 150,000,000 | 150,000,000 | ||||
Debt instrument, basis spread on variable rate (in percent) | 2.25% | 2% | ||||
Term Loan B-2 and the Term Loan B-3 | Term loans | SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (in percent) | 0.10% | |||||
Term Loan B-2 | Term loans | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 250,000,000 | 250,000,000 | 250,000,000 | |||
Gross carrying amount | 238,750,000 | $ 238,750,000 | ||||
Debt instrument, basis spread on variable rate (in percent) | 2.25% | |||||
Term Loan B-2 | Term loans | SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (in percent) | 0.10% | |||||
Term Loan B-3 | Term loans | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 625,000,000 | |||||
Gross carrying amount | $ 757,000,000 | 150,000,000 | 751,158,000 | $ 751,158,000 | ||
Debt instrument, basis spread on variable rate (in percent) | 2.25% | |||||
Term Loan B-3 | Term loans | SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (in percent) | 0.10% | |||||
Term Loan B-4 | Term loans | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 800,000,000 | 800,000,000 | $ 800,000,000 | |||
Gross carrying amount | $ 782,000,000 | $ 782,000,000 | ||||
Debt instrument, basis spread on variable rate (in percent) | 2% | |||||
Term Loan B-4 | Term loans | SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (in percent) | 0.114% | |||||
Term Loan B-4 | Term loans | SOFR | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (in percent) | 0.114% | |||||
Term Loan B-4 | Term loans | SOFR | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (in percent) | 0.428% |
DEBT - Summary of Term Loans (D
DEBT - Summary of Term Loans (Details) - USD ($) | 9 Months Ended | ||
Feb. 22, 2023 | Feb. 21, 2023 | Sep. 30, 2023 | |
Debt Instrument [Line Items] | |||
Final Scheduled Principal Payment | $ 3,729,908,000 | ||
Term loans | |||
Debt Instrument [Line Items] | |||
Original Principal | 1,825,000,000 | ||
Outstanding Principal | 1,771,908,000 | ||
Final Scheduled Principal Payment | 1,674,445,000 | ||
Term loans | Term Loan B-2 | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 250,000,000 | $ 250,000,000 | |
Amortization per annum | 1% | ||
Outstanding Principal | $ 238,750,000 | ||
Final Scheduled Principal Payment | $ 223,750,000 | ||
Benchmark Rate | 2.25% | ||
Interest Rate | 7.67% | ||
Term loans | Term Loan B-2 | SOFR | |||
Debt Instrument [Line Items] | |||
Benchmark Rate | 0.10% | ||
Term loans | Term Loan B-3 | |||
Debt Instrument [Line Items] | |||
Original Principal | 625,000,000 | ||
Amortization per annum | 1% | ||
Outstanding Principal | $ 757,000,000 | 150,000,000 | $ 751,158,000 |
Final Scheduled Principal Payment | $ 704,695,000 | ||
Benchmark Rate | 2.25% | ||
Interest Rate | 7.67% | ||
Term loans | Term Loan B-3 | SOFR | |||
Debt Instrument [Line Items] | |||
Benchmark Rate | 0.10% | ||
Term loans | Term Loan B-3, 1 | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 325,000,000 | ||
Term loans | Term Loan B-3, 2 | |||
Debt Instrument [Line Items] | |||
Original Principal | 300,000,000 | ||
Term loans | Term Loan B-3, 3 | |||
Debt Instrument [Line Items] | |||
Original Principal | 150,000,000 | ||
Term loans | Term Loan B-4 | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 800,000,000 | $ 800,000,000 | |
Amortization per annum | 1% | ||
Outstanding Principal | $ 782,000,000 | ||
Final Scheduled Principal Payment | $ 746,000,000 | ||
Benchmark Rate | 2% | ||
Interest Rate | 7.43% | ||
Term loans | Term Loan B-4 | SOFR | |||
Debt Instrument [Line Items] | |||
Benchmark Rate | 0.114% | ||
Term loans | Term Loan B-2 and the Term Loan B-3 | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 150,000,000 | ||
Benchmark Rate | 2.25% | 2% | |
Term loans | Term Loan B-2 and the Term Loan B-3 | SOFR | |||
Debt Instrument [Line Items] | |||
Benchmark Rate | 0.10% |
DEBT - Senior Notes (Details)
DEBT - Senior Notes (Details) - Senior Notes | 1 Months Ended |
Nov. 30, 2020 USD ($) | |
Debt Instrument [Line Items] | |
Debt instrument, face amount | $ 650,000,000 |
Stated percentage (in percent) | 4% |
Debt Instrument, Redemption, Period One | |
Debt Instrument [Line Items] | |
Debt instrument, redemption price, percentage of principal amount redeemed (in percent) | 100% |
Debt Instrument, Redemption, Period Two | |
Debt Instrument [Line Items] | |
Debt instrument, redemption price, percentage of principal amount redeemed (in percent) | 40% |
Debt Instrument, Redemption, Period Three | |
Debt Instrument [Line Items] | |
Debt instrument, redemption price, percentage of principal amount redeemed (in percent) | 104% |
Debt Instrument, Redemption, Period Four | |
Debt Instrument [Line Items] | |
Debt instrument, redemption price, percentage of principal amount redeemed (in percent) | 101% |
DEBT - Convertible Notes (Detai
DEBT - Convertible Notes (Details) | 1 Months Ended | 9 Months Ended |
Mar. 31, 2021 USD ($) d $ / shares | Sep. 30, 2023 | |
2026 Notes | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ | $ 575,000,000 | |
Stated percentage (in percent) | 0% | |
2028 Notes | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ | $ 345,000,000 | |
Stated percentage (in percent) | 1.125% | |
The 2026 Notes and the 2028 Notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, convertible, conversion ratio | 0.4394 | |
The 2026 Notes and the 2028 Notes | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, convertible, conversion ratio | 0.4394 | |
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 2,275.83 | |
Debt instrument, redemption price, percentage (in percent) | 100% | |
Debt instrument, convertible, threshold percentage of stock price trigger (in percent) | 130% | |
Debt instrument, convertible, threshold trading days | d | 20 | |
Debt instrument, convertible, threshold consecutive trading days | d | 30 | |
The 2026 Notes and the 2028 Notes | Convertible Debt | Company Undergoes a Fundamental Change | ||
Debt Instrument [Line Items] | ||
Debt instrument, redemption price, percentage (in percent) | 100% |
DEBT - Schedule of Convertible
DEBT - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument, Redemption [Line Items] | |||||
Less: Unamortized discount | $ (13,106) | $ (13,106) | $ (16,313) | ||
Less: Unamortized debt issuance costs | (26,752) | (26,752) | (25,817) | ||
Total | 3,729,908 | 3,729,908 | |||
Amortization of debt issuance costs | 1,100 | $ 1,300 | 3,600 | $ 4,000 | |
Convertible Debt | |||||
Debt Instrument, Redemption [Line Items] | |||||
Gross carrying amount | 920,000 | 920,000 | 920,000 | ||
The 2026 Notes and the 2028 Notes | Convertible Debt | |||||
Debt Instrument, Redemption [Line Items] | |||||
Gross carrying amount | 920,000 | 920,000 | 920,000 | ||
Less: Unamortized discount | (13,106) | (13,106) | (16,313) | ||
Less: Unamortized debt issuance costs | (363) | (363) | (451) | ||
Total | 906,531 | 906,531 | 903,236 | ||
Contractual interest expense | 970 | 970 | 2,911 | 2,911 | |
Amortization of discount | 1,081 | 1,081 | 3,207 | 3,207 | |
Amortization of debt issuance costs | 30 | 30 | 88 | 89 | |
Total interest expense | 2,081 | 2,081 | 6,206 | 6,207 | |
2026 Notes | Convertible Debt | |||||
Debt Instrument, Redemption [Line Items] | |||||
Gross carrying amount | 575,000 | 575,000 | 575,000 | ||
Less: Unamortized discount | (7,366) | (7,366) | (9,610) | ||
Less: Unamortized debt issuance costs | (201) | (201) | (262) | ||
Total | 567,433 | 567,433 | 565,128 | ||
Contractual interest expense | 0 | 0 | 0 | 0 | |
Amortization of discount | 756 | 756 | 2,244 | 2,244 | |
Amortization of debt issuance costs | 21 | 21 | 61 | 61 | |
Total interest expense | $ 777 | $ 777 | $ 2,305 | $ 2,305 | |
Debt instrument, effective interest rate (in percent) | 0.50% | 0.50% | 0.50% | 0.50% | |
2028 Notes | Convertible Debt | |||||
Debt Instrument, Redemption [Line Items] | |||||
Gross carrying amount | $ 345,000 | $ 345,000 | 345,000 | ||
Less: Unamortized discount | (5,740) | (5,740) | (6,703) | ||
Less: Unamortized debt issuance costs | (162) | (162) | (189) | ||
Total | 339,098 | 339,098 | $ 338,108 | ||
Contractual interest expense | 970 | $ 970 | 2,911 | $ 2,911 | |
Amortization of discount | 325 | 325 | 963 | 963 | |
Amortization of debt issuance costs | 9 | 9 | 27 | 28 | |
Total interest expense | $ 1,304 | $ 1,304 | $ 3,901 | $ 3,902 | |
Debt instrument, effective interest rate (in percent) | 1.50% | 1.50% | 1.50% | 1.50% |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | May 03, 2022 | |
Debt Instrument [Line Items] | |||||
Debt guarantee | $ 250,000,000 | $ 250,000,000 | |||
Amortization of debt issuance costs | 1,100,000 | $ 1,300,000 | 3,600,000 | $ 4,000,000 | |
Capitalized costs | 7,800,000 | 7,800,000 | |||
Write-off of debt issuance costs | 0 | $ 0 | 3,340,000 | $ 0 | |
MUFG Bank | |||||
Debt Instrument [Line Items] | |||||
Letter of credit, maximum borrowing capacity | $ 75,000,000 | ||||
MUFG Bank | Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt outstanding | $ 11,900,000 | $ 11,900,000 | |||
Line of credit facility, interest rate at period end (in percent) | 1% | 1% |
DEBT - Unamortized Debt Issuanc
DEBT - Unamortized Debt Issuance Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument, Redemption [Line Items] | ||
Debt issuance costs | $ 26,752 | $ 25,817 |
Other noncurrent assets | ||
Debt Instrument, Redemption [Line Items] | ||
Debt issuance costs | 3,275 | 1,904 |
Long-term debt (contra account) | ||
Debt Instrument, Redemption [Line Items] | ||
Debt issuance costs | $ 23,477 | $ 23,913 |
DEBT - Future Maturities (Detai
DEBT - Future Maturities (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 (remaining three months) | $ 4,561 |
2024 | 18,244 |
2025 | 18,244 |
2026 | 593,244 |
2027 | 18,244 |
Thereafter | 3,077,371 |
Total | $ 3,729,908 |
INTEREST RATE SWAPS - Interest
INTEREST RATE SWAPS - Interest Rate Swap Agreements (Details) | Sep. 30, 2023 USD ($) derivative_instrument | Mar. 01, 2023 | Feb. 28, 2023 | Feb. 27, 2023 |
Interest Rate Swap | Cash Flow Hedging | ||||
Credit Derivatives [Line Items] | ||||
Number of derivative agreements | derivative_instrument | 2 | |||
Notional Amount | $ 1,200,000,000 | |||
Swap A | LIBOR | ||||
Credit Derivatives [Line Items] | ||||
Derivative, fixed interest rate (in percent) | 2.653% | |||
Swap A | SOFR | ||||
Credit Derivatives [Line Items] | ||||
Derivative, fixed interest rate (in percent) | 2.595% | |||
Swap A | Cash Flow Hedging | ||||
Credit Derivatives [Line Items] | ||||
Notional Amount | $ 850,000,000 | |||
Derivative, fixed interest rate (in percent) | 2.595% | |||
Swap B | LIBOR | ||||
Credit Derivatives [Line Items] | ||||
Derivative, fixed interest rate (in percent) | 2.739% | |||
Swap B | SOFR | ||||
Credit Derivatives [Line Items] | ||||
Derivative, fixed interest rate (in percent) | 2.691% | |||
Swap B | Cash Flow Hedging | ||||
Credit Derivatives [Line Items] | ||||
Notional Amount | $ 350,000,000 | |||
Derivative, fixed interest rate (in percent) | 2.691% |
INTEREST RATE SWAPS - Interes_2
INTEREST RATE SWAPS - Interest Rate Swaps on the Condensed Consolidated Balance Sheets and Statements of Operations and Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Stockholders' Equity | |||||
Accumulated other comprehensive income (loss) | $ 72,369 | $ 72,369 | $ 50,031 | ||
Interest (income) expense | (7,971) | $ 1,463 | (20,784) | $ 14,873 | |
Unrealized gain (loss) on cash flow hedges, gross | 24,463 | 62,517 | 95,809 | 181,588 | |
Less: Tax effect | (5,893) | (15,269) | (23,248) | (44,327) | |
Unrealized gain (loss) on cash flow hedges, net of tax | 18,570 | $ 47,248 | 72,561 | $ 137,261 | |
Accumulated other comprehensive income | |||||
Stockholders' Equity | |||||
Accumulated other comprehensive income (loss) | 72,561 | 72,561 | 50,221 | ||
Interest Rate Swap | |||||
Current portion: | |||||
Interest rate swap asset | 31,767 | 31,767 | 25,794 | ||
Noncurrent portion: | |||||
Other noncurrent assets | 64,042 | 64,042 | 40,289 | ||
Total interest rate swap asset | $ 95,809 | $ 95,809 | $ 66,083 |
FAIR VALUE MEASUREMENTS - Carry
FAIR VALUE MEASUREMENTS - Carrying Amounts and Fair Values (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Interest rate swap asset | ||
Other noncurrent assets (including current portion): | ||
Derivative asset | $ 95,809 | $ 66,083 |
Level 1 | Carrying Amount | Money market investments | ||
Cash and cash equivalents: | ||
Money market investments | 168,581 | |
Level 1 | Fair Value | Money market investments | ||
Cash and cash equivalents: | ||
Money market investments | 168,581 | |
Level 2 | Carrying Amount | Term loans | ||
Long-term debt (including current portion): | ||
Long-term debt, fair value | 1,771,908 | |
Level 2 | Carrying Amount | Line of Credit | Revolving Credit Facility | ||
Long-term debt (including current portion): | ||
Long-term debt, fair value | 388,000 | |
Level 2 | Carrying Amount | Senior Notes | ||
Long-term debt (including current portion): | ||
Long-term debt, fair value | 650,000 | |
Level 2 | Carrying Amount | Convertible Notes | ||
Long-term debt (including current portion): | ||
Long-term debt, fair value | 920,000 | |
Level 2 | Carrying Amount | Interest rate swap asset | ||
Other noncurrent assets (including current portion): | ||
Derivative asset | 95,809 | |
Level 2 | Fair Value | Term loans | ||
Long-term debt (including current portion): | ||
Long-term debt, fair value | 1,758,619 | |
Level 2 | Fair Value | Line of Credit | Revolving Credit Facility | ||
Long-term debt (including current portion): | ||
Long-term debt, fair value | 382,180 | |
Level 2 | Fair Value | Senior Notes | ||
Long-term debt (including current portion): | ||
Long-term debt, fair value | 493,155 | |
Level 2 | Fair Value | Convertible Notes | ||
Long-term debt (including current portion): | ||
Long-term debt, fair value | 733,827 | |
Level 2 | Fair Value | Interest rate swap asset | ||
Other noncurrent assets (including current portion): | ||
Derivative asset | 95,809 | |
Level 3 | Carrying Amount | MBI | ||
Other noncurrent liabilities: | ||
Derivative liability | 203,000 | |
Level 3 | Fair Value | MBI | ||
Other noncurrent liabilities: | ||
Derivative liability | $ 203,000 |
FAIR VALUE MEASUREMENTS - Assum
FAIR VALUE MEASUREMENTS - Assumptions Used to Determine the Fair Value of the Net Options (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Equity volatility | Cable One | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.390 | 0.340 |
Equity volatility | MBI | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.330 | 0.310 |
EBITDA volatility | Cable One | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.100 | 0.100 |
EBITDA volatility | MBI | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.100 | 0.100 |
EBITDA risk-adjusted discount rate | Cable One | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.080 | 0.075 |
EBITDA risk-adjusted discount rate | MBI | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.090 | 0.085 |
Cost of debt | Cable One | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.095 | 0.075 |
STOCKHOLDERS_ EQUITY (Details)
STOCKHOLDERS’ EQUITY (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 99 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | May 20, 2022 | |
Equity [Abstract] | |||||||
Treasury stock, total (in shares) | 558,478 | 558,478 | 558,478 | 409,388 | |||
Stock repurchase program, authorized amount | $ 450,000 | ||||||
Remaining amount authorized | $ 143,100 | $ 143,100 | $ 143,100 | ||||
Treasury stock, shares, acquired (in shares) | 141,551 | 646,244 | |||||
Treasury stock, value, acquired, cost method | $ 16,495 | $ 115,322 | $ 99,614 | $ 307,031 | $ 556,900 | ||
Payment of withholding tax for equity awards | $ 2,391 | $ 4,826 | |||||
Share-based payment arrangement, shares withheld for tax withholding obligation (in shares) | 3,437 | 2,790 |
EQUITY-BASED COMPENSATION - Nar
EQUITY-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares) | 418,613 | 418,613 | |||
Share-based payment arrangement, shortfalls, tax benefit | $ (0.2) | $ 0.1 | $ (1.8) | $ 0.7 | |
Deferred tax assets, tax deferred expense, compensation and benefits, share-based compensation cost | 6.7 | 6.7 | $ 6.6 | ||
Restricted Stock | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | 45.6 | $ 45.6 | |||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition (Year) | 1 year 8 months 12 days | ||||
SARs | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | $ 1.7 | $ 1.7 | |||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition (Year) | 8 months 12 days |
EQUITY-BASED COMPENSATION - Com
EQUITY-BASED COMPENSATION - Compensation Expense (Details) - Selling, General and Administrative Expenses - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based payment arrangement, expense | $ 10,235 | $ 5,860 | $ 21,819 | $ 17,016 |
Restricted Stock | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based payment arrangement, expense | 9,830 | 5,250 | 20,637 | 15,072 |
SARs | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based payment arrangement, expense | $ 405 | $ 610 | $ 1,182 | $ 1,944 |
EQUITY-BASED COMPENSATION - Res
EQUITY-BASED COMPENSATION - Restricted Stock (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Restricted Stock | |
Restricted Stock | |
Beginning balance (in shares) | 42,467 |
Granted (in shares) | 69,136 |
Forfeited (in shares) | (7,159) |
Vested and issued (in shares) | (13,128) |
Ending balance (in shares) | 91,316 |
Vested and deferred (in shares) | 6,161 |
Weighted Average Grant Date Fair Value Per Share | |
Beginning balance (in dollars per share) | $ / shares | $ 1,611.99 |
Granted (in dollars per share) | $ / shares | 743.67 |
Forfeited (in dollars per share) | $ / shares | 1,670.38 |
Vested and issued (in dollars per share) | $ / shares | 1,492.43 |
Ending balance (in dollars per share) | $ / shares | 967.19 |
Vested and deferred (in dollars per share) | $ / shares | $ 903.66 |
Performance-Based Restricted Stock Awards | |
Restricted Stock | |
Forfeited (in shares) | (4,093) |
EQUITY-BASED COMPENSATION - Val
EQUITY-BASED COMPENSATION - Valuation Assumptions (Details) - Restricted Stock | 9 Months Ended |
Sep. 30, 2023 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Risk-free interest rate (in percent) | 4.10% |
Expected volatility | 39.10% |
Simulation term | 2 years 11 months 26 days |
Weighted average grant date fair value (in dollars per share) | $ 774.30 |
EQUITY-BASED COMPENSATION - Sto
EQUITY-BASED COMPENSATION - Stock Appreciation Rights (Details) - SARs - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stock Appreciation Rights | ||
Beginning balance (in shares) | 41,115 | |
Exercised (in shares) | (374) | |
Forfeited (in shares) | (375) | |
Expired (in shares) | (4,875) | |
Ending balance (in shares) | 35,491 | 41,115 |
Exercisable, stock appreciation rights (in shares) | 29,491 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 1,072.88 | |
Exercised (in dollars per share) | 707.17 | |
Forfeited (in dollars per share) | 1,274.05 | |
Expired (in dollars per share) | 936.78 | |
Ending balance (in dollars per share) | 1,093.3 | $ 1,072.88 |
Exercisable (in dollars per share) | 952.93 | |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | 262.99 | |
Exercised (in dollars per share) | 169.54 | |
Forfeited (in dollars per share) | 280.58 | |
Expired (in dollars per share) | 219.98 | |
Ending balance (in dollars per share) | 269.69 | $ 262.99 |
Exercisable (in dollars per share) | $ 230.80 | |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value, outstanding | $ 0 | $ 591 |
Exercised | 5 | |
Aggregate intrinsic value, exercisable | $ 0 | |
Weighted Average Remaining Contractual Term (in years) | ||
Weighted average remaining contractual term, outstanding (Year) | 5 years 3 months 18 days | 6 years 1 month 6 days |
Weighted average remaining contractual term, vested and exercisable (Year) | 4 years 10 months 24 days |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate (in percent) | 30.20% | 23.70% | 25.10% | 21.60% |
Increase in income tax expense | $ 5.8 | $ 25.9 | ||
Decrease in expense related to equity method investment net losses | $ 2.3 | $ 9.9 |
OTHER INCOME AND EXPENSE (Detai
OTHER INCOME AND EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Offsetting Assets [Line Items] | ||||
Write-off of debt issuance costs | $ 0 | $ 0 | $ (3,340) | $ 0 |
Interest and investment income | 4,836 | 3,358 | 13,258 | 9,843 |
Gain (loss) on sale of equity investments, net | (1,558) | 0 | (1,558) | 0 |
Mark-to-market adjustments and other | 96 | 276 | 12,936 | (983) |
Other income (expense), net | (20,536) | 834 | (17,354) | 96,960 |
Gain on investment, mark to market | 45 | 95 | 13,130 | (80) |
Point Broadband | ||||
Offsetting Assets [Line Items] | ||||
Gain on investment, mark to market | 12,300 | |||
MBI | ||||
Offsetting Assets [Line Items] | ||||
MBI Net Option change in fair value | $ (23,910) | $ (2,800) | $ (38,650) | $ 88,100 |
NET INCOME PER COMMON SHARE (De
NET INCOME PER COMMON SHARE (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | |
Numerator: | ||||
Net income - basic | $ | $ 39,472 | $ 70,607 | $ 152,142 | $ 311,328 |
Add: Convertible Notes interest expense, net of tax | $ | 1,561 | 1,561 | 4,655 | 4,655 |
Net income - diluted | $ | $ 41,033 | $ 72,168 | $ 156,797 | $ 315,983 |
Denominator: | ||||
Weighted average common shares outstanding - basic (in shares) | 5,611,278 | 5,836,731 | 5,663,198 | 5,933,372 |
Effect of dilutive equity-based compensation awards (in shares) | 10,759 | 20,278 | 7,452 | 20,335 |
Effect of dilution from if-converted convertible notes (in shares) | 404,248 | 404,248 | 404,248 | 404,248 |
Weighted average common shares outstanding - diluted (in shares) | 6,026,285 | 6,261,257 | 6,074,898 | 6,357,955 |
Net Income per Common Share: | ||||
Basic (in dollars per share) | $ / shares | $ 7.03 | $ 12.10 | $ 26.87 | $ 52.47 |
Diluted (in dollars per share) | $ / shares | $ 6.81 | $ 11.53 | $ 25.81 | $ 49.70 |
Supplemental Net Income per Common Share Disclosure: | ||||
Anti-dilutive shares from equity-based compensation awards (in shares) | 25,861 | 13,068 | 25,861 | 13,068 |
The 2026 Notes and the 2028 Notes | ||||
Short-Term Debt [Line Items] | ||||
Debt instrument, convertible, conversion ratio | 0.4394 |