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What changed in Cable One, Inc.'s 10-K2023 vs 2024

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Paragraph-level year-over-year comparison of Cable One, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+249 added226 removedSource: 10-K (2025-02-28) vs 10-K (2024-02-23)

Top changes in Cable One, Inc.'s 2024 10-K

249 paragraphs added · 226 removed · 188 edited across 7 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

69 edited+29 added22 removed119 unchanged
Biggest changeIt may also increase our vulnerability to adverse economic, market and industry conditions, limit our flexibility in planning for, or reacting to, changes in our business operations or to our industry overall, and place us at a disadvantage in relation to our competitors that have lower debt levels. 33 Table of Contents Our ability to make payments on and to refinance our indebtedness, including the debt incurred in connection with acquisitions, as well as any future debt that we may incur, will depend on our ability to generate cash in the future from operations, financings or asset sales.
Biggest changeIt may also increase our vulnerability to adverse economic, market and industry conditions, limit our flexibility in planning for, or reacting to, changes in our business operations or to our industry overall, and place us at a disadvantage in relation to our competitors that have lower debt levels.
Additionally, we temporarily suspended data overage fees, late charges and reconnect fees. If a new pandemic, epidemic or disease outbreak were to occur, we could experience broad and varied impacts similar to the impact of COVID-19. The demand for our residential data and business services products may be lower than we expect.
Additionally, we temporarily suspended data overage fees, late charges and reconnect fees. If a new pandemic, epidemic or disease outbreak were to occur, we could experience broad and varied impacts similar to the impact of COVID-19. The demand for our residential data and business data services products may be lower than we expect.
The future growth in demand for our services is difficult to predict and may differ materially from our current expectations. Our business could be adversely affected if the future demand for our services, including in particular our residential data and business services, is materially lower than we expect.
The future growth in demand for our services is difficult to predict and may differ materially from our current expectations. Our business could be adversely affected if the future demand for our services, including in particular our residential data and business data services, is materially lower than we expect.
Several states, including Oregon and Washington (where we also have subscribers), have adopted legislation that requires entities providing broadband internet access service in the state to comply with net neutrality requirements or that prohibits state and local government agencies from contracting with internet service providers that engage in certain network management activities based on paid prioritization, content blocking or other discrimination.
Several states, including Minnesota, Oregon and Washington (where we also have subscribers), have adopted legislation that requires entities providing broadband internet access service in the state to comply with net neutrality requirements or that prohibits state and local government agencies from contracting with internet service providers that engage in certain network management activities based on paid prioritization, content blocking or other discrimination.
In order to continue to generate Adjusted EBITDA less capital expenditures at our desired level from data services, we need the continued flexibility to develop and refine business models that respond to changing consumer uses and demands and to manage data usage efficiently, including the option of charging our data subscribers higher rates based on the speed as well as overall bandwidth capacity available to, or used by, them, referred to as “usage-based billing.” Our ability to implement usage-based billing or other network management initiatives in the future may be restricted by regulations attached to new government funding programs or any new net neutrality requirements on cable operators. 30 Table of Contents To the extent the FCC in the future limits our ability to price our data services, we may not be able to generate the margins on our data services that we anticipated in shifting our focus from video to data services, and our business could see a materially negative impact.
In order to continue to generate Adjusted EBITDA less capital expenditures at our desired level from data services, we need the continued flexibility to develop and refine business models that respond to changing consumer uses and demands and to manage data usage efficiently, including the option of charging our data subscribers higher rates based on the speed as well as overall bandwidth capacity available to, or used by, them, referred to as “usage-based billing.” Our ability to implement usage-based billing or other network management initiatives in the future may be restricted by regulations attached to new government funding programs or any new net neutrality requirements on cable operators. 29 Table of Contents To the extent the FCC in the future limits our ability to price our data services, we may not be able to generate the margins on our data services that we anticipated in shifting our focus from video to data services, and our business could see a materially negative impact.
A default under the applicable Convertible Notes Indenture or the fundamental change itself could also lead to a default under agreements governing our existing or future indebtedness (including the New Credit Agreement and the Senior Notes In denture, each as defined elsewhere in this Annual Report on Form 10-K).
A default under the applicable Convertible Notes Indenture or the fundamental change itself could also lead to a default under agreements governing our existing or future indebtedness (including the New Credit Agreement and the Senior Notes Indenture, each as defined elsewhere in this Annual Report on Form 10-K).
The market price of our common stock may fluctuate significantly, depending on many factors, some of which may be beyond our control, including: actual or anticipated fluctuations in our operating results due to factors related to our business; success or failure of our business strategies; our quarterly or annual earnings, or those of other companies in our industry; our ability to obtain financing as needed; announcements by us or our competitors of significant acquisitions, dispositions or strategic investments; changes in accounting standards, policies, guidance, interpretations or principles; the failure of securities analysts to cover, or maintain coverage of, our common stock; changes in earnings estimates by securities analysts or our ability to meet those estimates; the operating and stock price performance of other comparable companies; investor perception of the Company and our industry; 37 Table of Contents overall market fluctuations; results from any material litigation or government investigation; changes in laws and regulations (including tax laws and regulations) affecting our business; changes in capital gains taxes and taxes on dividends affecting stockholders; and general economic conditions and other external factors.
The market price of our common stock may fluctuate significantly, depending on many factors, some of which may be beyond our control, including: actual or anticipated fluctuations in our operating results due to factors related to our business; success or failure of our business strategies; our quarterly or annual earnings, or those of other companies in our industry; our ability to obtain financing as needed; announcements by us or our competitors of significant acquisitions, dispositions or strategic investments; changes in accounting standards, policies, guidance, interpretations or principles; the failure of securities analysts to cover, or maintain coverage of, our common stock; changes in earnings estimates by securities analysts or our ability to meet those estimates; the operating and stock price performance of other comparable companies; investor perception of the Company and our industry; overall market fluctuations; results from any material litigation or government investigation; changes in laws and regulations (including tax laws and regulations) affecting our business; changes in capital gains taxes and taxes on dividends affecting stockholders; and general economic conditions and other external factors.
We also had $920.0 million of Convertible Notes outstanding as of December 31, 2023 that may further dilute your percentage ownership in the Company in the future if such Convertible Notes are converted. Any damage to our reputation or brand image could adversely affect our business, financial condition or results of operations.
We also had $920.0 million of Convertible Notes outstanding as of December 31, 2024 that may further dilute your percentage ownership in the Company in the future if such Convertible Notes are converted. Any damage to our reputation or brand image could adversely affect our business, financial condition or results of operations.
Both unsuccessful and successful cyber-attacks on companies, including ours, have continued to increase in frequency, scope and potential harm in recent years and, because the techniques used in such attacks have become more sophisticated and change frequently, we may be unable to anticipate these techniques or implement adequate preventative measures.
Both unsuccessful and successful cyber-attacks on companies have continued to increase in frequency, scope and potential harm in recent years and, because the techniques used in such attacks have become more sophisticated and change frequently, we may be unable to anticipate these techniques or implement adequate preventative measures.
In addition, we generally seek to leverage overall industry experience before rolling out new technology in order to avoid investing in technology that has not been proven successful in other markets. We implement this approach to avoid costly mistakes made by early adopters of new technology that does not provide expected returns.
In addition, we generally seek to leverage overall industry experience before rolling out new technology in order to avoid investing in technology that has not yet proven successful in other markets. We implement this approach to avoid costly mistakes made by early adopters of new technology that does not provide expected returns.
We currently have a substantial amount of indebtedness which could limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, strategic investments, our obligations under the Call Option or the Put Option relating to our investment in MBI (as described under Management’s Discussion and Analysis of Financial Condition and Result of Operations Financial Condition: Liquidity and Capital Resources Liquidity ”), debt service requirements, stock repurchases or other purposes.
We currently have a substantial amount of indebtedness which could limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, strategic investments, our obligations under the Call Option or Put Option (each as described under Management’s Discussion and Analysis of Financial Condition and Results of Operations Financial Condition: Liquidity and Capital Resources Liquidity ”) relating to our investment in MBI, debt service requirements, stock repurchases or other purposes.
Such acquisitions and strategic investments could involve a number of risks and uncertainties, including: uncertainties as to the timing of any acquisition or strategic investment and the risk that such transactions may not be completed in a timely manner or at all; the possibility that any or all of the conditions to the consummation of any acquisition or strategic investment may not be satisfied or waived, including failure to receive any required regulatory approvals (or any conditions, limitations or restrictions placed in connection with such approvals); uncertainties related to our ability to obtain any necessary financing, or to obtain financing on favorable terms, to complete any acquisition or strategic investment; the difficulty in integrating new Strategic Acquirees and their operations in an efficient and effective manner; the challenge in achieving strategic objectives, cost savings and other anticipated benefits; the potential loss of key associates of a Strategic Acquiree and the difficulties of integrating personnel; the potential diversion of senior management’s attention from our ongoing operations; the difficulty of maintaining relationships with the customers, suppliers and other business partners of a Strategic Acquiree; the potential loss of brand recognition, customer loyalty or reputation from any rebranding efforts; exposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an acquisition, such as claims from terminated employees, customers, former stockholders or other third parties; the difficulty and amount of time necessary to realize expected synergies and other benefits of the acquisitions or strategic investments; the risks associated with integrating financial reporting and internal control systems as well as with creating uniform standards, procedures, policies and information systems; the difficulty in adapting and expanding information technology systems and other business processes to incorporate the Strategic Acquirees; potential future impairments of goodwill associated with the Strategic Acquirees; in some cases, the potential for increased regulation; risks relating to minority ownership positions in our strategic investments, including our initial minority ownership position in MBI, such as our ability to appoint only a minority of members of the board of managers of MBI, the fact that the board of managers of MBI do not owe the same fiduciary duties to us that directors of a corporation would owe to stockholders and the limited category of transactions for which our consent will be needed under MBI’s operating agreement; risks relating to our strategic investment in Clearwave Fiber, including the fact that the board of managers of Clearwave Fiber do not owe the same fiduciary duties to us that directors of a corporation would owe to stockholders, and we do not control the vote of the Clearwave Fiber board of managers with respect to most significant transactional and operational matters under the terms of Clearwave Fiber's operating agreement; and 28 Table of Contents uncertainties related to the exercise of the Call Option or the Put Option (each as defined under "Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition: Liquidity and Capital Resources Liquidity" in this Annual Report on Form 10-K) relating to our MBI investment, including, if the Put Option is exercised, the difference between the purchase price under the Put Option and the fair value of the underlying equity interests in MBI at the time the Put Option is exercised and our ability to finance the purchase price of the Put Option on terms acceptable to us or at all.
Such acquisitions and strategic investments could involve a number of risks and uncertainties, including: uncertainties as to the timing of any acquisition or strategic investment and the risk that such transactions may not be completed in a timely manner or at all; the possibility that any or all of the conditions to the consummation of any acquisition or strategic investment may not be satisfied or waived, including failure to receive any required regulatory approvals (or any conditions, limitations or restrictions placed in connection with such approvals); uncertainties related to our ability to obtain any necessary financing, or to obtain financing on favorable terms, to complete any acquisition or strategic investment; the difficulty in integrating new Strategic Acquirees and their operations in an efficient and effective manner; the challenge in achieving strategic objectives, cost savings and other anticipated benefits; the potential loss of key associates of a Strategic Acquiree and the difficulties of integrating personnel; 26 Table of Contents the potential diversion of senior management’s attention from our ongoing operations; the difficulty of maintaining relationships with the customers, suppliers and other business partners of a Strategic Acquiree; the potential loss of brand recognition, customer loyalty or reputation from any rebranding efforts; exposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an acquisition, such as claims from terminated employees, customers, former stockholders or other third parties; the difficulty and amount of time necessary to realize expected synergies and other benefits of the acquisitions or strategic investments; the risks associated with integrating financial reporting and internal control systems as well as with creating uniform standards, procedures, policies and information systems; the difficulty in adapting and expanding information technology systems and other business processes to incorporate the Strategic Acquirees; potential future impairments of goodwill associated with the Strategic Acquirees; in some cases, the potential for increased regulation; risks relating to minority ownership positions in our strategic investments, including our minority ownership position in MBI, such as our ability to appoint only a minority of members of the board of managers of MBI, the fact that the board of managers of MBI do not owe the same fiduciary duties to us that directors of a corporation would owe to stockholders and the limited category of transactions for which our consent will be needed under MBI’s operating agreement; risks relating to our strategic investment in Clearwave Fiber, including the fact that the board of managers of Clearwave Fiber do not owe the same fiduciary duties to us that directors of a corporation would owe to stockholders, and we do not control the vote of the Clearwave Fiber board of managers with respect to most significant transactional and operational matters under the terms of Clearwave Fiber's operating agreement; and uncertainties related to the exercise of the Call Option or the Put Option (as described under "Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition: Liquidity and Capital Resources Liquidity" ) relating to our MBI investment, including, if the Call Option or Put Option is exercised, the difference between the Call Price or Put Price and the fair value of the underlying equity interests in MBI at the time the Call Option or Put Option is exercised and our ability to finance the Call Price or Put Price on terms acceptable to us or at all.
There can be no assurance that we will continue to pay any dividend in the future. Certain provisions in our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws and Delaware law may discourage takeovers and the concentration of ownership of our common stock will affect the voting results of matters submitted for stockholder approval.
There can be no assurance that we will continue to pay any dividend in the future. 34 Table of Contents Certain provisions in our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws and Delaware law may discourage takeovers and the concentration of ownership of our common stock will affect the voting results of matters submitted for stockholder approval.
These include provisions that: do not permit our stockholders to act by written consent and require that stockholder action must take place at an annual or special meeting of our stockholders; provide that only our Chief Executive Officer and a majority of our directors, and not our stockholders, may call a special meeting of our stockholders; require the approval of our Board or the affirmative vote of stockholders holding a majority of the voting power of our capital stock to amend our Amended and Restated By-laws; and limit our ability to enter into business combination transactions with certain stockholders.
These include provisions that: do not permit our stockholders to act by written consent and require that stockholder action must take place at an annual or special meeting of our stockholders; provide that only our CEO and a majority of our directors, and not our stockholders, may call a special meeting of our stockholders; require the approval of our Board or the affirmative vote of stockholders holding a majority of the voting power of our capital stock to amend our Amended and Restated By-laws; and limit our ability to enter into business combination transactions with certain stockholders.
In the event our creditors accelerate the repayment of our borrowings, we may not have sufficient assets to repay such indebtedness and our financial condition will be materially negatively affected. 34 Table of Contents We have variable rate indebtedness that subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
In the event our creditors accelerate the repayment of our borrowings, we may not have sufficient assets to repay such indebtedness and our financial condition will be materially negatively affected. We have variable rate indebtedness that subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
We may need to seek additional financing for our general corporate purposes or for acquisitions and strategic investments in the future, including our obligations under the Call Option or the Put Option relating to our investment in MBI (as described under Management’s Discussion and Analysis of Financial Condition and Result of Operations Financial Condition: Liquidity and Capital Resources Liquidity ”).
We may need to seek additional financing for our general corporate purposes or for acquisitions and strategic investments in the future, including our obligations under the Call Option or Put Option (each as described under Management’s Discussion and Analysis of Financial Condition and Results of Operations Financial Condition: Liquidity and Capital Resources Liquidity ”) relating to our investment in MBI.
Failure to obtain such consents on commercially reasonable and satisfactory terms may impair our entitlement to the benefit of these franchise agreements in the event of a potential transfer of control of the Company or transfers of individual franchises to another entity. We may encounter increased pole attachment costs.
Failure to obtain such consents on commercially reasonable and satisfactory terms may impair our entitlement to the benefit of these franchise agreements in the event of a potential transfer of control of the Company or transfers of individual franchises to another entity. 31 Table of Contents We may encounter increased pole attachment costs.
These customer losses and increased costs could result in further decreases in our residential video margins, adversely impact our revenues and revenue growth rates, and adversely impact our business. We may not be able to obtain necessary hardware, software and operational support.
These customer losses and increased costs could result in further decreases in our residential video margins, adversely impact our revenues and revenue growth rates, and adversely impact our business as a whole. We may not be able to obtain necessary hardware, software and operational support.
As a general matter, changes to our pole attachment rate structure could significantly increase our annual pole attachment costs and materially negatively impact our operations, business, financial condition and results of operations. 32 Table of Contents Changes in broadcast carriage regulations could impose significant additional costs.
As a general matter, changes to our pole attachment rate structure could significantly increase our annual pole attachment costs and materially negatively impact our operations, business, financial condition and results of operations. Changes in broadcast carriage regulations could impose significant additional costs.
We may also face increasing competition from various providers of wireless internet offerings, including FWA data providers deploying high-speed “5G” wireless networks where they have higher capacity spectrum and public locations or commercial establishments offering Wi-Fi at no cost.
We may also face increasing competition from various providers of wireless internet offerings, including cell phone internet providers deploying high-speed “5G” wireless networks where they have higher capacity spectrum and public locations or commercial establishments offering Wi-Fi at no cost.
If any of these parties breaches or terminates its agreement with us or otherwise fails to perform its obligations in a timely manner; demand exceeds these vendors’ capacity; they experience operating or financial difficulties (including due to general adverse economic conditions); they experience shortages of electronic components as a result of labor or other supply constraints; they significantly increase the amount we must pay for necessary products or services or they cease production of any necessary product due to lack of demand, profitability, a change in their ownership or otherwise, then our ability to provide some services may be materially adversely affected.
If any of these parties breaches or terminates its agreement with us or otherwise fails to perform its obligations in a timely manner; demand exceeds these vendors’ capacity; they experience operating or financial difficulties (including due to general adverse economic conditions); they experience shortages of electronic components as a result of labor or other supply constraints; they significantly increase the amount we must pay for necessary products or services, including as a result of any changes in trade policy, tariff and import/export regulations, or they cease production of any necessary product due to lack of demand, profitability, a change in their ownership or otherwise, then our ability to provide some services may be materially adversely affected.
In addition, in recent years, federal and state governments have offered billions of dollars in subsidies to companies deploying broadband to areas deemed to be “unserved” or “underserved,” using funds from the FCC’s RDOF auction in 2020, the ARPA and the Infrastructure Act.
In addition, in recent years, federal and state governments have offered billions of dollars in subsidies to companies deploying broadband to areas deemed to be “unserved” or “underserved,” using funds from the FCC’s RDOF auction in 2020, the ARPA and the Infrastructure Act, including BEAD, or individual state broadband programs.
Risks Relating to Regulation and Legislation The profitability of our data service offerings may be impacted by legislative or regulatory efforts to impose net neutrality and other new requirements on cable operators. The majority of our Adjusted EBITDA less capital expenditures comes from residential data services, and a majority of our residential customers are data-only.
Risks Relating to Regulation and Legislation The profitability of our data service offerings may be impacted by legislative or regulatory efforts to impose net neutrality and other new requirements on broadband providers. The majority of our Adjusted EBITDA less capital expenditures comes from residential data services, and a large majority of our residential customers are data-only.
We completed the NewWave acquisition in May 2017, the Clearwave acquisition in January 2019, the Fidelity acquisition in October 2019, the MBI investment in November 2020, the Hargray Acquisition in May 2021, the CableAmerica acquisition in December 2021 and the Clearwave Fiber Contribution in January 2022.
We completed the NewWave acquisition in May 2017, the Clearwave acquisition in January 2019, the Fidelity acquisition in October 2019, the MBI investment in November 2020, the Hargray Acquisition in May 2021, the CableAmerica acquisition in December 2021, the Clearwave Fiber Contribution in January 2022 and a small acquisition in 2024.
Over the past few years, the sales margins on our residential video services, which accounted for 15.4%, 19.1% and 21.2% of our total revenues in 2023, 2022 and 2021, respectively, have generally decreased as a result of increased programming costs and retransmission fees and customer cord-cutting.
Over the past few years, the sales margins on our residential video services, which accounted for 14.1%, 15.4% and 19.1% of our total revenues in 2024, 2023 and 2022, respectively, have generally decreased as a result of increased programming costs and retransmission fees and customer cord-cutting.
If a Strategic Acquiree fails to operate as anticipated or cannot be successfully integrated with our existing business, our operations, business, results of operations and financial condition could be materially negatively affected. Implementation of our new ERP and billing systems could have a material adverse impact on our operations, business, financial results and financial condition.
If a Strategic Acquiree fails to operate as anticipated or cannot be successfully integrated with our existing business, our operations, business, results of operations and financial condition could be materially negatively affected. Implementation of our unified billing system could have a material adverse impact on our operations, business, financial results and financial condition.
Unfavorable general economic conditions, such as a recession or economic slowdown in the United States, heightened inflation, increased unemployment levels and higher interest rates, could negatively affect the affordability of and demand for some of our products and services.
Unfavorable general economic conditions, such as a recession or economic slowdown in the United States, heightened inflation, increased unemployment levels and higher interest rates and the imposition of tariffs on imports into the United States, could negatively affect the affordability of and demand for some of our products and services.
We cannot predict what, if any, proposals might be adopted or what effect they might have on our business. Our video and voice services are subject to additional regulation by federal, state and local authorities, which may impose additional costs and restrictions on our businesses. Our video services business operates in a highly regulated environment.
We cannot predict what, if any, proposals might be adopted or what effect they might have on our business. Our video and voice services are subject to additional regulation by federal, state and local authorities, which may impose additional costs and restrictions on our businesses.
The occurrence of pandemics, epidemics or disease outbreaks, including the reemergence of the COVID-19 pandemic in severity, could materially affect our business, financial condition, results of operations and cash flows, including due to negative impacts on the global economy, disruptions to global supply chains and workforce participation, and volatility and disruption of financial markets.
The occurrence of pandemics, epidemics or disease outbreaks could materially affect our business, financial condition, results of operations and cash flows, including due to negative impacts on the global economy, disruptions to global supply chains and workforce participation, and volatility and disruption of financial markets.
As of December 31, 2023, we had approximately $1.8 billion of outstanding term loans and an additional $338.0 million of revolving credit borrowings under the New Credit Agreement (as defined elsewhere in this Annual Report on Form 10-K).
As of December 31, 2024, we had approximately $1.73 billion of outstanding term loans and an additional $313.0 million of revolving credit borrowings under the New Credit Agreement (as defined elsewhere in this Annual Report on Form 10-K).
The ability of some of our competitors to introduce new technologies, products and services more quickly than we are able to may adversely affect our competitive position.
The ability of some of our competitors to introduce new technologies, products and services more quickly than us may adversely affect our competitive position.
In some cases, the FCC has adopted rules that streamline entry for new competitors (particularly those affiliated with telephone companies) and reduce franchising burdens for these new entrants. As of December 31, 2023, approximately half of our footprint has been overbuilt by wired competitors offering high-speed data services with speeds of 100 Mbps or higher.
In some cases, the FCC has adopted rules that streamline entry for new competitors (particularly those affiliated with telephone companies) and reduce franchising burdens for these new entrants. As of December 31, 2024, a little less than 60% of our footprint has been overbuilt by wired competitors offering high-speed data services with speeds of 100 Mbps or higher.
If any of these events were to occur, it could have a material negative effect on our operations, business, financial condition and results of operations. Pandemics, epidemics or disease outbreaks, such as the COVID-19 pandemic, have, and may in the future, disrupt our business and operations, which could materially affect our business, financial condition, results of operations and cash flows.
If any of these events were to occur, it could have a material negative effect on our operations, business, financial condition and results of operations. 35 Table of Contents Pandemics, epidemics or disease outbreaks, or other health crises, have, and may in the future, disrupt our business and operations, which could materially affect our business, financial condition, results of operations and cash flows.
Alternatively, if a court were to find these provisions of our Amended and Restated Certificate of Incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition. 36 Table of Contents General Risk Factors Adverse conditions in the U.S. economy could impact our results of operations.
Alternatively, if a court were to find these provisions of our Amended and Restated Certificate of Incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.
This provision eliminates a director’s personal liability to the fullest extent permitted by the DGCL for monetary damages resulting from a breach of fiduciary duty; provided that such provision will not eliminate or limit a director’s liability: for any breach of the director’s duty of loyalty; for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; under Section 174 of the DGCL (including for unlawful dividends); or for any transaction from which the director derives an improper personal benefit.
This provision eliminates a director’s personal liability to the fullest extent permitted by the DGCL for monetary damages resulting from a breach of fiduciary duty; provided that such provision will not eliminate or limit a director’s liability: for any breach of the director’s duty of loyalty; for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; under Section 174 of the DGCL (including for unlawful dividends); or for any transaction from which the director derives an improper personal benefit. 37 Table of Contents The principal effect of the limitation on liability provision is that a stockholder will be unable to prosecute an action for monetary damages against a director unless the stockholder can demonstrate a basis for liability for which indemnification is not available under the DGCL.
These broad market fluctuations could adversely affect the trading price of our common stock. Your percentage ownership in the Company may be diluted in the future. Your percentage ownership in the Company may be diluted in the future because of equity awards granted, and that we expect to grant in the future, to our directors, officers and other associates.
Your percentage ownership in the Company may be diluted in the future because of equity awards granted, and that we expect to grant in the future, to our directors, officers and other associates.
Our Amended and Restated Certificate of Incorporation contains a provision permitted under the DGCL relating to the liability of directors.
Our Amended and Restated Certificate of Incorporation includes provisions limiting the personal liability of our directors for breaches of fiduciary duty under the DGCL. Our Amended and Restated Certificate of Incorporation contains a provision permitted under the DGCL relating to the liability of directors.
The entrance of more municipalities as competitors in our markets would add to the competition we face and could lead to customer attrition. 25 Table of Contents Our video business also faces substantial and increasing competition from other forms of in-home and mobile entertainment, including, among others, Amazon Prime Video, Apple TV+, Disney+, Hulu, Max, Netflix, Paramount+, Peacock, YouTube TV and an increasing number of new entrants who offer OTT video programming, including many traditional programmers.
Our video business also faces substantial and increasing competition from other forms of in-home and mobile entertainment, including, among others, Amazon Prime Video, Apple TV+, Disney+, Hulu, Max, Netflix, Paramount+, Peacock, YouTube TV and an increasing number of new entrants who offer OTT video programming, including many traditional programmers.
We also cannot predict whether or when any future changes to the ACP may occur, or whether or to what extent those changes may affect our operations or impose additional costs on our business.
We cannot predict whether or when such actions may occur or to what extent such actions may affect our operations or impose additional costs on our business.
However, this approach exposes us to the risk that our competitors may adopt successful new technology before us and leverage this new technology to attract our customers, increasing the level of customer attrition we experience and adversely affecting our business. 26 Table of Contents Business services sales increasingly contribute to our results of operations, and we face risks as we attempt to further focus on sales to our business customers.
However, this approach exposes us to the risk that our competitors may adopt successful new technology before us and leverage this new technology to attract our customers, increasing the level of customer attrition we experience and adversely affecting our business.
In addition to creating competition for our video services, OTT content also significantly increases the volume of traffic on our data networks, which can lead to decreases in access speeds for all users if data networks are not upgraded so that their broadband capacity can keep pace with increased traffic.
In addition to creating competition for our video services, OTT content also significantly increases the volume of traffic on our data networks, which can lead to decreases in access speeds for all users if data networks are not upgraded so that their broadband capacity can keep pace with increased traffic. 24 Table of Contents Competition for dedicated fiber-optic services for enterprise business customers is also intense as both local telephone companies and regional overbuilders offer data and voice services over dedicated fiber connections.
If any such claims are successful, then the outcome would likely affect our services utilizing the intellectual property at issue and could have a material adverse effect on our operating results.
It is also possible that our business could be enjoined from using the intellectual property at issue, causing us to significantly alter our operations. If any such claims are successful, then the outcome would likely affect our services utilizing the intellectual property at issue and could have a material adverse effect on our operating results.
These licensing fees have been the source of litigation in the past, and we cannot predict with certainty whether license fee disputes may arise in the future. 31 Table of Contents In addition, Congress, the FCC and other government agencies have implemented regulations that affect the types of set-top boxes that we can lease or deploy to our subscribers, and we expect these regulations may change in the future.
In addition, Congress, the FCC and other government agencies have implemented regulations that affect the types of set-top boxes that we can lease or deploy to our subscribers, and we expect these regulations may change in the future.
Such an event also could result in large expenditures necessary to repair or replace such networks or information systems or to protect them from similar events or damage in the future.
Such an event also could result in large expenditures necessary to repair or replace such networks or information systems or to protect them from similar events or damage in the future. Further, the impacts associated with extreme weather, such as intensified storm activity, may cause increased business interruptions.
If we are unable to meet our service level requirements, or more broadly, the expectations of our business customers, or if economic-related headwinds associated with business sales continue, our business sales may not increase and our results of operations may be materially negatively affected.
If we are unable to meet our service level requirements, or more broadly, the expectations of our business customers, or if economic-related headwinds arise, our business sales may not increase and our results of operations may be materially negatively affected. 25 Table of Contents The increase in programming costs and retransmission fees may continue in the future, resulting in lower margins and/or decreased demand for our video products.
The terms of our indebtedness restrict our current and future operations, particularly our ability to incur debt that we may need to fund initiatives in response to changes in our business, the industries in which we operate, the economy and governmental regulations.
Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors, some of which are beyond our control. 32 Table of Contents The terms of our indebtedness restrict our current and future operations, particularly our ability to incur debt that we may need to fund initiatives in response to changes in our business, the industries in which we operate, the economy and governmental regulations.
In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of the Convertible Notes could be used to satisfy short positions or anticipated conversion of the Convertible Notes into shares of our common stock could depress the price of our common stock. 35 Table of Contents Risks Relating to Our Common Stock and the Securities Market We cannot assure you that we will continue to pay dividends on our common stock, and our indebtedness limits our ability to pay dividends on our common stock.
In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of the Convertible Notes could be used to satisfy short positions or anticipated conversion of the Convertible Notes into shares of our common stock could depress the price of our common stock.
Furthermore, the implementation has resulted and may continue to result in changes to many of our existing operational, financial and administrative business processes, including, but not limited to, our budgeting, purchasing, receiving, provisioning, servicing, accounting and reporting processes.
Furthermore, the implementation has resulted in changes to many of our existing operational, financial and administrative business processes, including, but not limited to, our provisioning, servicing, billing, accounting and reporting processes. The unified billing system requires both the implementation of new internal controls and changes to existing internal control frameworks and procedures.
Any such action by the FCC likely would be subject to further judicial review. Further numerous states, including Arizona, Minnesota and Missouri (where we have subscribers) have proposed administrative actions and/or legislation in the past or are currently considering actions, which could lead to increased regulation of our provision of data services.
Further some states, including Arizona and Missouri (where we have subscribers) have proposed administrative actions and/or legislation in the past, which if adopted could lead to increased regulation of our provision of data services.
While the compliance costs associated with the current regulatory structure applicable to our voice services are manageable, changes in this regulatory structure are unpredictable and have the potential to further negatively impact our voice services by increasing compliance costs and/or taxes. Our cable system franchises are subject to non-renewal or termination.
While the compliance costs associated with the current regulatory structure applicable to our voice services are manageable, changes in this regulatory structure are unpredictable and have the potential to further negatively impact our voice services by increasing compliance costs and/or taxes. We currently participate in a number of federal subsidy and grants programs that are funded by the USF.
The FCC recently concluded its regular review of its media ownership rules in which it retained the existing rules and adopted minor modifications to better tailor the rules to the current media marketplace. The FCC's action likely will be subject to further judicial review.
The FCC concluded its most recent review of its media ownership rules in December 2023 in which it retained the existing rules and adopted minor modifications to better tailor the rules to the current media marketplace. The FCC's action is under review in federal appeals court.
We rely on network and information systems and other technology, and a disruption or failure of such networks, systems or technology as a result of cybersecurity incidents, as well as outages, natural disasters (including extreme weather), pandemics, terrorist attacks, accidental releases of information or similar events, may disrupt our business.
If technical problems or other significant issues arise in connection with the implementation or operation of the unified billing system, it could have a material adverse impact on our operations, business, financial results and financial condition. 27 Table of Contents We rely on network and information systems and other technology, and a disruption or failure of such networks, systems or technology as a result of cybersecurity incidents, as well as outages, natural disasters (including extreme weather), pandemics, terrorist attacks, accidental releases of information or similar events, may disrupt our business.
Copyright clearances for non-broadcast programming services are arranged through private negotiations. Cable operators also must obtain music rights for locally originated programming and advertising from the major music performing rights organizations.
Copyright clearances for non-broadcast programming services are arranged through private negotiations. Cable operators also must obtain music rights for locally originated programming and advertising from the major music performing rights organizations. These licensing fees have been the source of litigation in the past, and we cannot predict with certainty whether license fee disputes may arise in the future.
We have the ability, pursuant to the Copyright Act, under certain terms and conditions and assuming that any applicable retransmission consents have been obtained, to retransmit the signals of television stations pursuant to a compulsory copyright license. From time to time, revisions to the cable compulsory copyright rules are considered.
Failure to comply with all of the terms and conditions of a franchise may give rise to rights of termination by the franchising authority. 30 Table of Contents We have the ability, pursuant to the Copyright Act, under certain terms and conditions and assuming that any applicable retransmission consents have been obtained, to retransmit the signals of television stations pursuant to a compulsory copyright license.
Further, the impacts associated with extreme weather, such as intensified storm activity, may cause increased business interruptions. 29 Table of Contents Security breaches and other disruptions, including cyber-attacks, and our actual or perceived failure to adequately protect business and consumer data could give rise to liability or reputational harm.
Security breaches and other disruptions, including cyber-attacks, and our actual or perceived failure to adequately protect business and consumer data could give rise to liability or reputational harm.
We may fail to realize some of the anticipated benefits of the Hargray Acquisition or may not realize some of the anticipated benefits within the anticipated timeframe if the integration process takes longer than expected or is more costly than expected. 27 Table of Contents We recently made numerous acquisitions and strategic investments, and may make other acquisitions and strategic investments in the future, which expose us to risks and uncertainties associated with acquisitions and strategic investments.
We may fail to realize some of the anticipated benefits of the Hargray Acquisition or may not realize some of the anticipated benefits within the anticipated timeframe if the integration process takes longer than expected or is more costly than expected.
We implemented a new ERP system in the second quarter of 2021. The implementation has required and may continue to require significant investments of time, money and resources and may result in the diversion of senior management’s attention from our ongoing operations.
We implemented a unified billing system beginning in 2024 and continue to integrate the system across our business in phases to ultimately centralize our entire billing process. The implementation requires significant investments of time, money and resources and may result in the diversion of senior management’s attention from our ongoing operations.
These new rules will take effect in March 2024 or later. Compliance with these obligations could cause us to incur additional compliance costs, and the enforcement or interpretation of these new obligations could adversely impact our business. We cannot predict whether or to what extent these changes may affect our operations or impose additional costs on our business.
These rules are being challenged in federal court and we cannot predict the outcome of the appeal. Compliance with these obligations could cause us to incur additional compliance costs, and the enforcement or interpretation of these new obligations could adversely impact our business.
We are sometimes named as joint defendants in these suits together with other providers of data, video and voice services. Typically, these claims allege that aspects of our system architecture, electronic program guides, modem technology or VoIP services infringe on process patents held by third parties.
Typically, these claims allege that aspects of our system architecture, electronic program guides, modem technology or VoIP services infringe on process patents held by third parties. It is likely that we will continue to be subject to similar claims as they relate to our business.
In order to resolve such a claim, we could determine the need to change our method of doing business, enter into a licensing agreement or incur substantial monetary liability. It is also possible that our business could be enjoined from using the intellectual property at issue, causing us to significantly alter our operations.
Addressing these claims is a time-consuming and expensive endeavor, regardless of the merits of the claims. In order to resolve such a claim, we could determine the need to change our method of doing business, enter into a licensing agreement or incur substantial monetary liability.
In addition, we will be exposed to the risk of rising interest rates to the extent that we fund our operations with additional short-term or variable-rate borrowings. We have entered into and in the future may enter into additional interest rate swaps in order to hedge against future interest rate volatility.
We have entered into and in the future may enter into additional interest rate swaps in order to hedge against future interest rate volatility.
To accommodate this expansion, we expect to commit a greater proportion of our expenditures on technology, equipment and personnel toward our business customers in future years. If we are unable to sufficiently maintain the necessary infrastructure and internal support functions necessary to service these customers, potential future growth of our business services revenues would be limited.
If we are unable to sufficiently maintain the necessary infrastructure and internal support functions necessary to service these customers, potential future growth of our business data revenues would be limited. In many cases, business customers have service level agreements that require us to provide higher standards of service and reliability.
Several states have also enacted general data security requirements to safeguard consumer information, including the proper disposal of consumer information. We cannot predict whether, when or to what extent these obligations may impose costs on or otherwise adversely affect our business.
Several states have also enacted general data security requirements to safeguard consumer information, including the proper disposal of consumer information.
The timing, declaration, amount and payment of future dividends to stockholders falls within the discretion of our Board.
Risks Relating to Our Common Stock and the Securities Market We cannot assure you that we will continue to pay dividends on our common stock, and our indebtedness limits our ability to pay dividends on our common stock. The timing, declaration, amount and payment of future dividends to stockholders falls within the discretion of our Board.
The loans outstanding under the New Credit Agreement accrue interest at a variable rate and as a result expose us to interest rate risks. If interest rates continue to increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remains the same, and our net income and cash flows will correspondingly decrease.
The loans outstanding under the New Credit Agreement accrue interest at a variable rate and as a result expose us to interest rate risks.
Intellectual property and proprietary rights of others could prevent us from using necessary technology to provide our services or subject us to expensive intellectual property litigation. We periodically receive claims from third parties alleging that our network and information technology infrastructure infringes the intellectual property rights of others.
We periodically receive claims from third parties alleging that our network and information technology infrastructure infringes the intellectual property rights of others. We are sometimes named as joint defendants in these suits together with other providers of data, video and voice services.
Additionally, if we issue any debt securities in the future that are convertible into shares of our common stock, our existing stockholders could suffer significant dilution upon conversion of such convertible debt securities. 38 Table of Contents Our Amended and Restated Certificate of Incorporation includes provisions limiting the personal liability of our directors for breaches of fiduciary duty under the DGCL.
If we raise additional funds by issuing debt, we may be subject to limitations on our operations due to restrictive covenants. Additionally, if we issue any debt securities in the future that are convertible into shares of our common stock, our existing stockholders could suffer significant dilution upon conversion of such convertible debt securities.
The FCC is reviewing the extent to which states may continue to impose regulations on broadband internet access services if the FCC’s proposals are adopted. We cannot predict whether or to what extent state requirements will be applied to our data services in the future.
States may continue to take action in connection with net neutrality matters in light of the recent Sixth Circuit decision. We cannot predict whether or to what extent state requirements will be applied to our data services in the future.
In October 2023, the FCC initiated a new rulemaking proceeding, which proposes to reclassify broadband internet access service as a “telecommunications service” under Title II of the Communications Act and to impose certain requirements on broadband internet access service providers intended to safeguard the open internet, advance national security, and protect public safety.
In May 2024, the FCC adopted the 2024 Open Internet Order, which reinstated the classification of broadband internet access service as a “telecommunications service” under Title II of the Communications Act of 1934, as amended (the “Communications Act”).
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Competition for dedicated fiber-optic services for enterprise business customers is also intense as both local telephone companies and regional overbuilders offer data and voice services over dedicated fiber connections.
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The entrance of more municipalities as competitors in our markets would add to the competition we face and could lead to customer attrition.
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Organic growth in revenue from sales to our business customers has slowed during the past three years as compared to the organic growth rates experienced from 2011 (when we started focusing on business services sales) through 2019.
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We use AI in our business, and challenges with properly managing its use could result in reputational harm, competitive harm and legal liability, and adversely affect our results of operations. We incorporate certain AI solutions into our digital infrastructure, such as our unified call center platform, and these applications are becoming important in our operations.
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The COVID-19 pandemic and the government's associated responses, as well as recent economic conditions, have resulted in suppressed sales growth from small business customers. We may encounter additional challenges as we continue our initiative to expand sales of data, voice and video services to our business customers.
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Our competitors or other third parties may incorporate AI into their operations more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.
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In many cases, business customers have service level agreements that require us to provide higher standards of service and reliability.
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Additionally, if the content, analyses, search results or recommendations that AI applications assist in producing are, or are alleged to be, deficient or inaccurate, our business, reputation, financial condition and results of operations could be adversely affected. If our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm or legal liability.
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The increase in programming costs and retransmission fees may continue in the future, resulting in lower margins and/or decreased demand for our video products.
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The rapid evolution of AI, including the government regulation of AI, will require significant resources to implement AI ethically in order to minimize unintended, harmful impacts. Business services sales increasingly contribute to our results of operations, and we face risks as we attempt to further focus on sales to our business customers.
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The new ERP system has required and may continue to require both the implementation of new internal controls and changes to existing internal control frameworks and procedures.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeTo validate the effectiveness of our training, simulated phishing campaigns are conducted periodically for all associates. Additionally, third party software vendors and service providers who have access to our data or systems are obligated to adhere to our information security policies and standards as part of their service agreements.
Biggest changeAdditionally, third party software vendors and service providers who have access to our data or systems are obligated to adhere to our information security policies and standards as part of their service agreements. 38 Table of Contents Cybersecurity Governance Our Board employs a principles-based approach to identify and provide oversight with respect to the myriad of risks impacting the Company, including cybersecurity risks.
For additional information regarding how cybersecurity threats are reasonably likely to materially affect our business strategy, results of operations or financial condition, see "Risk Factors Risks Relating to Our Business We rely on network and information systems and other technology, and a disruption or failure of such networks, systems or technology as a result of cybersecurity incidents, as well as outages, natural disasters (including extreme weather), pandemics, terrorist attacks, accidental releases of information or similar events, may disrupt our business" and "Risk Factors Risks Related to Our Business Security breaches and other disruptions, including cyber-attacks, and our actual or perceived failure to adequately protect business and consumer data could give rise to liability or reputational harm." 40 Table of Contents
For additional information regarding cybersecurity-related risks we face, see "Risk Factors Risks Relating to Our Business We rely on network and information systems and other technology, and a disruption or failure of such networks, systems or technology as a result of cybersecurity incidents, as well as outages, natural disasters (including extreme weather), pandemics, terrorist attacks, accidental releases of information or similar events, may disrupt our business" and "Risk Factors Risks Related to Our Business Security breaches and other disruptions, including cyber-attacks, and our actual or perceived failure to adequately protect business and consumer data could give rise to liability or reputational harm."
Our program and the related controls we employ are designed to identify and assess risk with the aim of preventing, detecting or mitigating cybersecurity risks to avoid material harm to our business, customers, associates and other stakeholders.
For example, CALEA requires broadband providers to affirmatively secure their networks from unlawful access to or interceptions of communications. Our program and the related controls we employ are designed to identify and assess risk with the aim of preventing, detecting or mitigating cybersecurity risks to avoid material harm to our business, customers, associates and other stakeholders.
Cybersecurity Governance Our Board of Directors (the “Board”) employs a principles-based approach to identify and monitor the myriad of risks impacting the Company, including cybersecurity risks. The executive leadership team monitors our risk environment, including attempting to identify potential unknown risks, and regularly reports on such matters to our Board or committees thereof.
The executive leadership team monitors our risk environment, including attempting to identify potential unknown risks, and regularly reports on such matters to our Board or committees thereof.
We also incorporate intelligence sharing about emerging threats through collaboration with other companies in our industry, consultants and public-private partnerships with government intelligence agencies, such as the Arizona Cyber Threat Response Alliance ("ACTRA") and The Internet and Television Association ("NCTA"). 39 Table of Contents As part of our cybersecurity program, we provide regular training on our information security policies and standards to help further prevent, detect and mitigate cybersecurity risks.
We also incorporate intelligence sharing about emerging threats through collaboration with other companies in our industry, consultants and public-private partnerships with government intelligence agencies, such as the Arizona Cyber Threat Response Alliance ("ACTRA") and NCTA-The Internet and Television Association ("NCTA").
We require mandatory cybersecurity, privacy and information handling training for all new associates upon onboarding and annually thereafter for all associates. We also conduct regular training throughout the year for our associates, as well as third-party contractors, on cybersecurity topics. We conduct training on phishing, social engineering and general cybersecurity awareness.
We also conduct regular training throughout the year for our associates, as well as third-party contractors, on cybersecurity topics. We conduct training on phishing, social engineering and general cybersecurity awareness. To validate the effectiveness of our training, simulated phishing campaigns are conducted periodically for all associates.
As of December 31, 2023, our cybersecurity team consisted of 13 associates with an average of approximately 14 years of cybersecurity experience, all of whom hold college degrees, including three that hold a master’s degree (two of which are in the field of information security), along with 52 professional certifications in aggregate.
As of December 31, 2024, our cybersecurity team consisted of 14 associates with an average of over ten years of cybersecurity experience, most of whom hold advanced degrees in the fields of information security and/or cybersecurity, along with over 50 professional certifications in the aggregate.
Our cybersecurity team is led by a Senior Director of Cybersecurity, who reports through one of our Vice Presidents to our Chief Technology and Innovation Officer, who is a member of the executive team.
Our Senior Director of Cybersecurity has earned several professional certifications including Certified Information Systems Security Professional (CISSP), Certified Information Systems Auditor (CISA), Certified in Risk & Information Systems Control (CRISC) and Certified Information Security Manager (CISM) and reports through one of our Senior Vice Presidents to our Chief Operating Officer, who is a member of the executive team.
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As part of our cybersecurity program, we provide regular training on our information security policies and standards to help further prevent, detect and mitigate cybersecurity risks. We require mandatory cybersecurity, privacy and information handling training for all new associates upon onboarding and annually thereafter for all associates.
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Our cybersecurity team is led by a Senior Director of Cybersecurity, who has over 30 years of global experience across various industries in the areas of information risk, privacy, security and the leadership of cybersecurity teams dedicated to the identification of risks and protection against potential threats as well as the swift detection, response and recovery from adverse incidents.
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As of the date of this Annual Report on Form 10-K, we are not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe physical components of our broadband network require maintenance and periodic upgrades to improve performance and capacity and support existing and new services and products. We also operate a network operations center that monitors our network at all times. We believe that our properties are generally in good condition and are suitable and adequate to support our operations.
Biggest changeWe own or lease real property for signal reception sites and own most of our service vehicles. 39 Table of Contents The physical components of our broadband network require maintenance and periodic upgrades to improve performance and capacity and support existing and new services and products. We also operate a network operations center that monitors our network at all times.
Our broadband plant and related equipment generally attach to utility poles under pole rental agreements with local public utilities and telephone companies, although in certain areas our transport and distribution network is buried in underground ducts or trenches. We own or lease real property for signal reception sites and own most of our service vehicles.
Our broadband plant and related equipment generally attach to utility poles under pole rental agreements with local public utilities and telephone companies, although in certain areas our transport and distribution network is buried in underground ducts or trenches.
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ITEM 2. PROPERTIES Our headquarters is located in Phoenix, Arizona. The majority of the offices and headend facilities of our individual systems are located in buildings owned by us.
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ITEM 2. PROPERTIES Our headquarters is located in Phoenix, Arizona. As of December 31, 2024, we own, lease or otherwise have rights to use approximately 350 facilities, consisting of approximately 200 facilities that we own, and approximately 150 facilities that we lease or otherwise have rights to use. These facilities are in 26 different states of the United States.
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We believe that our properties are generally in good condition and are suitable and adequate to support our operations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe do not view any of these proceedings as material to our business and are currently not subject to any other material legal proceedings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 41 Table of Contents PART II
Biggest changeWe do not view any of these proceedings as material to our business and are currently not subject to any other material legal proceedings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 40 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeComparison of 60 Month Cumulative Return 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 Cable One, Inc. $ 100.00 $ 182.82 $ 275.01 $ 218.88 $ 89.27 $ 71.10 S&P 500 Index $ 100.00 $ 131.49 $ 155.68 $ 200.37 $ 164.08 $ 207.21 Peer Group $ 100.00 $ 145.72 $ 183.18 $ 174.76 $ 111.76 $ 139.13 Source: S&P Global Market Intelligence © 2024 42 Table of Contents The stock price performance shown on this graph is based on historical results and is not necessarily indicative of future stock price performance.
Biggest changeComparison of 60 Month Cumulative Return 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Cable One, Inc. $ 100.00 $ 150.42 $ 119.72 $ 48.83 $ 38.89 $ 26.07 S&P 500 Index $ 100.00 $ 118.40 $ 152.39 $ 124.79 $ 157.59 $ 197.02 Peer Group $ 100.00 $ 125.71 $ 119.93 $ 76.70 $ 95.48 $ 84.14 Source: S&P Global Market Intelligence © 2025 41 Table of Contents The stock price performance shown on this graph is based on historical results and is not necessarily indicative of future stock price performance.
For purposes of this graph, it assumes a hypothetical $100 investment on December 31, 2018 and that dividends, if any, were reinvested. The Peer Group of data, video and voice services companies consists of Altice USA, Inc.; Charter Communications, Inc.; Comcast Corporation; and WideOpenWest, Inc.
For purposes of this graph, it assumes a hypothetical $100 investment on December 31, 2019 and that dividends, if any, were reinvested. The Peer Group of data, video and voice services companies consists of Altice USA, Inc.; Charter Communications, Inc.; Comcast Corporation; and WideOpenWest, Inc.
The authorization does not have an expiration date. The Company had $143.1 million of remaining share repurchase authorization under the Share Repurchase Program as of December 31, 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 authorization does not have an expiration date. The Company had $143.1 million of remaining share repurchase authorization under the Share Repurchase Program as of December 31, 2024. Additional purchases under the Share Repurchase Program may be made from time to time on the open market and in privately negotiated transactions.
The average price paid per share for the common stock withheld was based on the closing price of the Company's common stock on the applicable vesting or exercise measurement date. ITEM 6. [RESERVED] 43 Table of Contents
The average price paid per share for the common stock withheld was based on the closing price of the Company's common stock on the applicable vesting or exercise measurement date. ITEM 6. [RESERVED] 42 Table of Contents
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is publicly traded under the ticker symbol “CABO” on the New York Stock Exchange. Holders As of February 16, 2024, there were approximately 750 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is publicly traded under the ticker symbol “CABO” on the New York Stock Exchange. Holders As of February 21, 2025, there were approximately 750 holders of record of our common stock.
Performance Graph The following graph compares the cumulative total stockholder return of our common stock between December 31, 2018 and December 31, 2023 with the cumulative total returns of the Standard & Poor’s 500 Stock Index and a custom peer group index (the “Peer Group”).
Performance Graph The following graph compares the cumulative total stockholder return of our common stock between December 31, 2019 and December 31, 2024 with the cumulative total returns of the Standard & Poor’s 500 Stock Index and a custom peer group index (the “Peer Group”).
Purchases of Equity Securities by the Issuer The following table sets forth certain information relating to the purchases of our common stock by us and any affiliated purchasers within the meaning of Rule 10b-18(a)(3) under the Exchange Act during the three months ended December 31, 2023 (dollars in thousands, except per share data): Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1 to 31, 2023 (2) 102 $ 615.64 $ 143,104 November 1 to 30, 2023 (2) 59 $ 550.05 $ 143,104 December 1 to 31, 2023 (2) 1 $ 526.40 $ 143,104 Total 162 $ 591.20 (1) On May 20, 2022, the Company's Board authorized up to $450.0 million of share repurchases (with no cap as to the number of shares of common stock), which was announced on May 23, 2022 (the "Share Repurchase Program").
Purchases of Equity Securities by the Issuer The following table sets forth certain information relating to the purchases of our common stock by us and any affiliated purchasers within the meaning of Rule 10b-18(a)(3) under the Exchange Act during the three months ended December 31, 2024 (dollars in thousands, except per share data): Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1 to 31, 2024 (2) 119 $ 348.48 $ 143,104 November 1 to 30, 2024 $ $ 143,104 December 1 to 31, 2024 $ $ 143,104 Total 119 $ 348.48 (1) On May 20, 2022, the Company's Board authorized up to $450.0 million of share repurchases (with no cap as to the number of shares of common stock), which was announced on May 23, 2022 (the "Share Repurchase Program").

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table shows a summary of our net cash flows for the years indicated (dollars in thousands): Year Ended December 31, 2023 vs. 2022 2023 2022 $ Change % Change Net cash provided by operating activities $ 663,170 $ 738,040 $ (74,870) (10.1) % Net cash used in investing activities (341,904) (448,267) 106,363 (23.7) % Net cash used in financing activities (346,127) (463,425) 117,298 (25.3) % Change in cash and cash equivalents (24,861) (173,652) 148,791 (85.7) % Cash and cash equivalents, beginning of period 215,150 388,802 (173,652) (44.7) % Cash and cash equivalents, end of period $ 190,289 $ 215,150 $ (24,861) (11.6) % The $74.9 million year-over-year decrease in net cash provided by operating activities was primarily attributable to increases in cash paid for income taxes and interest along with unfavorable changes in the timing of working capital balances compared to the prior year, partially offset by a $5.1 million increase in Adjusted EBITDA The $106.4 million year-over-year decrease in net cash used in investing activities w as du e primarily to $56.7 million of proceeds received from sales of equity investments in 2023, a $43.1 million decrease in cash paid for capital expenditures and a $21.0 million decrease in new debt and equity investments, partially offset by $9.2 million of proceeds received from the dispositions of our Tallahassee, Florida system and certain other non-core assets in the prior year.
Biggest changeHowever, we may also opportunistically pursue additional incremental financing transactions depending on market conditions and other factors. 51 Table of Contents The following table shows a summary of our net cash flows for the years indicated (dollars in thousands): Year Ended December 31, 2024 vs. 2023 2024 2023 $ Change % Change Net cash provided by operating activities $ 664,128 $ 663,170 $ 958 0.1 % Net cash used in investing activities (564,445) (341,904) (222,541) 65.1 % Net cash used in financing activities (136,341) (346,127) 209,786 (60.6) % Change in cash and cash equivalents (36,658) (24,861) (11,797) 47.5 % Cash and cash equivalents, beginning of period 190,289 215,150 (24,861) (11.6) % Cash and cash equivalents, end of period $ 153,631 $ 190,289 $ (36,658) (19.3) % The $1.0 million year-over-year increase in net cash provided by operating activities was primarily attributable to favorable changes in working capital, largely offset by a decrease in Adjusted EBITDA.
Neither of our other primary product lines has direct costs representing as substantial a portion of revenues as programming costs and retransmission fees represent for residential video, and indirect costs are generally allocated on a per PSU basis. We focus on growing our higher margin businesses, namely residential data and business services.
Neither of our other primary product lines has direct costs representing as substantial a portion of revenues as programming costs and retransmission fees represent for residential video, and indirect costs are generally allocated on a per PSU basis. We focus on growing our higher margin businesses, namely residential data and business data services.
Our strategy acknowledges the industry-wide trends of declining profitability of residential video services and declining revenues from residential voice services.
Our strategy acknowledges the industry-wide trends of declining profitability of video services and declining revenues from residential voice services.
Residential video service is an increasingly fragmented business, with programming costs and retransmission fees continuing to escalate in the face of a proliferation of streaming content alternatives. We intend to continue our strategy of focusing on the higher-margin businesses of residential data and business services while de-emphasizing our residential video business.
Residential video service is an increasingly fragmented business, with programming costs and retransmission fees continuing to escalate in the face of a proliferation of streaming content alternatives. We intend to continue our strategy of focusing on the higher-margin businesses of residential data and business data services while de-emphasizing our video business.
To achieve these goals, we intend to continue our disciplined cost management approach, remain focused on customers with expected higher relative value, supplement our growth by targeting a broader scope of incremental customers, including those who are more value-conscious, combat competitive threats in our markets through more targeted pricing and product offerings and follow through with further planned investments in broadband plant upgrades, including the deployment of DOCSIS 4.0 capabilities and new data service offerings for residential and business customers.
To achieve these goals, we intend to continue our disciplined cost management approach, remain focused on customers with expected higher relative value, supplement our growth by targeting a broader scope of incremental customers, including those who are more value-conscious, combat competitive threats in our markets through more targeted pricing and product offerings and follow through with further planned investments in broadband plant upgrades, including the continued deployment of DOCSIS 4.0 capabilities and new data service offerings for residential and business customers.
Several states, including Oregon and Washington (where we also have subscribers), have adopted legislation that requires entities providing broadband internet access service in the state to comply with net neutrality requirements or that prohibits state and local government agencies from contracting with internet service providers that engage in certain network management activities based on paid prioritization, content blocking or other discrimination.
Several states, including Minnesota, Oregon and Washington (where we also have subscribers), have adopted legislation that requires entities providing broadband internet access service in the state to comply with net neutrality requirements or that prohibits state and local government agencies from contracting with internet service providers that engage in certain network management activities based on paid prioritization, content blocking or other discrimination.
In 2022, we contributed certain fiber operations to Clearwave Fiber in exchange for an approximately 58% equity interest in Clearwave Fiber valued at $440.0 million as of the closing date, divested our Tallahassee, Florida system and certain other non-core assets and invested a combined $41.8 million (including the $7.0 million fair value of our Tallahassee, Florida system) in Point Broadband, MetroNet, Visionary and Ziply.
In 2022, we contributed certain fiber operations to Clearwave Fiber in exchange for an approximately 58% equity interest in Clearwave Fiber valued at $440.0 million as of the closing date, divested our Tallahassee, Florida system and certain other non-core assets and invested a combined $41.8 million (including the $7.0 million fair value of our divested Tallahassee, Florida system) in Point, MetroNet, Visionary and Ziply.
The Senior Notes are required to be guaranteed on a senior unsecured basis by each of our existing and future wholly owned domestic subsidiaries that guarantees our obligations under the Credit Agreement or that guarantees certain capital markets debt of ours or a guarantor in an aggregate principal amount in excess of $250.0 million.
The Senior Notes are required to be guaranteed on a senior unsecured basis by each of our existing and future wholly owned domestic subsidiaries that guarantees our obligations under the New Credit Agreement or that guarantees certain capital markets debt of ours or a guarantor in an aggregate principal amount in excess of $250.0 million.
We attribute this growth to our strategic focus on increasing sales to business customers and our efforts to attract enterprise business customers. We expect to experience continued growth in business data customers and revenues over the long-term. Margins for products sold to business customers have remained attractive, which we expect will continue. Residential video.
We attribute this growth to our strategic focus on increasing sales to business customers and our efforts to attract enterprise and wholesale business customers. We expect to experience continued growth in business data customers and revenues over the long-term. Margins for products sold to business customers have remained attractive, which we expect will continue. Residential video.
In 2020, we invested a combined $634.9 million in CTI, Nextlink, Wisper and MBI and contributed the assets of the Anniston System to Hargray in exchange for an approximately 15% equity interest. In 2021, we invested a combined $95.8 million in Point Broadband, Tristar and Nextlink.
In 2020, we invested a combined $634.9 million in CTI, Nextlink, Wisper and MBI and contributed the assets of the Anniston System to Hargray in exchange for an approximately 15% equity interest. In 2021, we invested a combined $95.8 million in Point, Tristar and Nextlink.
This strategy has focused on increasing Adjusted EBITDA, driving higher margins and delivering attractive levels of Adjusted EBITDA less capital expenditures over the long-term. 44 Table of Contents Excluding the effects of recently completed and any potential future acquisitions and divestitures, the trends described above have impacted, and are expected to further impact, our three primary product lines in the following ways: Residential data .
This strategy has focused on increasing Adjusted EBITDA, driving higher margins and delivering attractive levels of Adjusted EBITDA less capital expenditures over the long-term. 43 Table of Contents Excluding the effects of our recently completed and any potential future acquisitions and divestitures, the trends described above have impacted, and are expected to further impact, our three primary product lines in the following ways: Residential data .
We believe upgrades made in our broadband capacity, our ability to offer higher access speeds than many of our competitors, the reliability and flexibility of our data service offerings, our Wi-Fi support service and continuously growing data usage by consumers and their demand for higher speeds will enable us to continue to grow ARPU from our existing customers over the long-term and capture additional market share.
We believe upgrades made in our broadband capacity, our ability to offer higher access speeds than many of our competitors, the reliability and flexibility of our data service offerings, our Wi-Fi offerings and continuously growing data usage by consumers and their demand for higher speeds will enable us to continue growing ARPU from our existing customers over the long-term and capture additional market share.
We believe the services we provide are critical to the development of new businesses and drive economic growth in the non-metropolitan, secondary and tertiary markets that we serve in 24 Western, Midwestern and Southern states. As of December 31, 2023 , approximately 74% of our customers were located in seven states: Arizona, Idaho, Mississippi, Missouri, Oklahoma, South Carolina and Texas.
We believe the services we provide are critical to the development of new businesses and drive economic growth in the non-metropolitan, secondary and tertiary markets that we serve in 24 Western, Midwestern and Southern states. As of December 31, 2024 , approximately 74% of our customers were located in seven states: Arizona, Idaho, Mississippi, Missouri, Oklahoma, South Carolina and Texas.
Because of the levels of competition we face, we believe it is important to make investments in our infrastructure. In addition, a key objective of our capital allocation process is to invest in initiatives designed to drive revenue and Adjusted EBITDA expansion. Approximately 69% of our total capital expenditures since 2017 focused on infrastructure improvements intended to grow these measures.
Because of the levels of competition we face, we believe it is important to make investments in our infrastructure. In addition, a key objective of our capital allocation process is to invest in initiatives designed to drive revenue and Adjusted EBITDA expansion. Approximately 61% of our total capital expenditures since 2017 focused on infrastructure improvements intended to grow these measures.
The amounts reported represent estimates of the future programming costs for these purchase commitments based on estimated subscriber numbers, tier placements as of December 31, 2023 and the per-subscriber rates contained in the contracts. Actual amounts due under such contracts may differ from the amounts above based on the actual subscriber numbers and tier placements at the time.
The amounts reported represent estimates of the future programming costs for these purchase commitments based on estimated subscriber numbers, tier placements as of December 31, 2024 and the per-subscriber rates contained in the contracts. Actual amounts due under such contracts may differ from the amounts above based on the actual subscriber numbers and tier placements at the time.
Programming purchases pursuant to non-binding commitments are not reflected in the amounts shown. (2) Lease payments include payment obligations related to our outstanding finance and operating lease arrangements as of December 31, 2023.
Programming purchases pursuant to non-binding commitments are not reflected in the amounts shown. (2) Lease payments include payment obligations related to our outstanding finance and operating lease arrangements as of December 31, 2024.
Our broadband plant generally consists of a fiber-to-the-premises or HFC network with ample unused capacity, and we offer our data customers internet products at some of the fastest speeds available in our markets.
Our broadband plant generally consists of a fiber or HFC network with ample unused capacity, and we offer our data customers internet products at some of the fastest speeds available in our markets.
Similar measures with similar titles are common measures used by investors, analysts and peers to compare performance in our industry, although our measures of homes passed, PSUs and customer relationships may not be directly comparable to similarly titled measures reported by other companies. 48 Table of Contents We use ARPU to evaluate and monitor the amount of revenue generated by each type of service subscribed to by customers and the contribution to total revenues as well as to analyze and compare growth patterns.
Similar measures with similar titles are common measures used by investors, analysts and peers to compare performance in our industry, although our measures of passings, PSUs and customer relationships may not be directly comparable to similarly titled measures reported by other companies. 47 Table of Contents We use ARPU to evaluate and monitor the amount of revenue generated by each type of service subscribed to by customers and the contribution to total revenues as well as to analyze and compare growth patterns.
(3) Debt payments include principal repayment obligations for our outstanding debt instruments as of December 31, 2023, including $338.0 million of current outstanding Revolving Credit Facility borrowings that mature in 2028 (which may be repaid before then). (4) Other purchase obligations include purchase obligations related to capital projects and other legally binding commitments.
(3) Debt payments include principal repayment obligations for our outstanding debt instruments as of December 31, 2024, including $313.0 million of current outstanding Revolving Credit Facility borrowings that mature in 2028 (which may be repaid before then). (4) Other purchase obligations include purchase obligations related to capital projects and other legally binding commitments.
This transition from linear to IPTV video service enables us to reclaim bandwidth, freeing up network capacity to increase data speeds and capacity across our network. We continue to experience increased competition, particularly from telephone companies; fiber, municipal and cooperative overbuilders; FWA data providers; and OTT video providers.
This transition from linear to IPTV video service enables us to reclaim bandwidth, freeing up network capacity to increase data speeds and capacity across our network. We continue to experience increased competition, particularly from telephone companies; fiber, municipal and cooperative overbuilders; cell phone internet providers; and OTT video providers.
Residential bulk multi-dwelling PSUs are generally classified as residential and are counted at the individual unit level. Business voice customers who have multiple voice lines are counted as a single PSU. A customer relationship represents a single customer who subscribes to one or more PSUs.
A PSU represents a single subscription to a particular service offering. Residential bulk multi-dwelling PSUs are generally classified as residential and are counted at the individual unit level. Business voice customers who have multiple voice lines are counted as a single PSU. A customer relationship represents a single customer who subscribes to one or more PSUs.
However, our ability to fund operations, make capital expenditures, make future acquisitions and strategic investments, pay quarterly dividends and make share repurchases depends on future operating performance and cash flows, which, in turn, are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control.
However, our ability to utilize those funding sources to fund ongoing operations, make capital expenditures, make future acquisitions and strategic investments, pay quarterly dividends and make share repurchases depends on future operating performance and cash flows, which, in turn, are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control.
We believe these investments will reinforce our competitive strength in this area. In addition to our organic growth, we have also completed a number of acquisitions in recent years. In 2017, we acquired NewWave for $740.2 million. In 2019, we acquired Clearwave for $358.8 million and Fidelity for $531.4 million. In 2020, we acquired Valu-Net for $38.9 million.
We believe these investments will reinforce our competitive strength in this area. In addition to our organic growth, we have also completed a number of acquisitions in recent years. In 2017, we acquired NewWave for $740.2 million. In 2019, we acquired Clearwave for $358.8 million and Fidelity for $531.4 million.
On February 22, 2023, we entered into the fourth amended and restated credit agreement with our lenders to amend and restate the Credit Agreement (as amended and restated, the "New Credit Agreement") to, among other things, (i) increase the aggregate principal amount of commitments under the Revolving Credit Facility by $500.0 million to $1.0 billion; (ii) extend the scheduled maturity of the Revolving Credit Facility from October 2025 to February 2028; (iii) upsize the 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 our outstanding term loans as of December 31, 2023); (v) increase the fixed spreads on the Term Loan B-2 and the Term Loan B-3 from 2.00% to 2.25%; and (vi) transition the benchmark interest rate for the Revolving Credit Facility, the Term Loan B-2 and the Term Loan B-3 from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR") plus a 10 basis point credit spread adjustment.
The Revolving Credit Facility also gives us the ability to issue letters of credit, which reduce the amount available for borrowing under the Revolving Credit Facility. 52 Table of Contents On February 22, 2023, we entered into the fourth amended and restated credit agreement with our lenders to amend and restate the Credit Agreement (as amended and restated, the "New Credit Agreement") to, among other things, (i) increase the aggregate principal amount of commitments under the Revolving Credit Facility by $500.0 million to $1.0 billion; (ii) extend the scheduled maturity of the Revolving Credit Facility from October 2025 to February 2028; (iii) upsize the outstanding principal amount under the Term Loan B-3 by $150.0 million to $757.0 million (the "TLB-3 Upsize"); (iv) extend the scheduled maturities of the Term Loan B-2 and the Term Loan B-3 from October 2027 to October 2029 (subject to adjustment as described in the notes to the table below summarizing our outstanding term loans as of December 31, 2024); (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 the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR") plus a 10 basis point credit spread adjustment.
This margin disparity is largely the result of significant programming costs and retransmission fees incurred to deliver residential video services, which in each of the last three years represented between 63% and 65% of total residential video revenues.
This margin disparity is largely the result of significant programming costs and retransmission fees incurred to deliver residential video services, which in each of the last three years represented between 59% and 64% of total residential video revenues.
We recorded debt discount amortization of $4.3 million during both 2023 and 2022 within interest expense in the consolidated statement of operations and comprehensive income. On May 3, 2022, we entered into a letter of credit agreement with MUFG Bank, Ltd. which provides for an additional $75.0 million letter of credit issuing capacity.
We recorded debt discount amortization of $4.3 million during both 2024 and 2023 within net interest expense in the consolidated statement of operations and comprehensive income. We have entered into a letter of credit agreement with MUFG Bank, Ltd. which provides for an additional $75.0 million letter of credit issuing capacity.
Our intangible asset with an indefinite life is from franchise agreements that we have with state and local governments. Franchise agreements allow us to contract and operate our business within specified geographic areas.
Indefinite-Lived Intangible Asset Unit of Accounting Our intangible asset with an indefinite life is from franchise agreements that we have with state and local governments. Franchise agreements allow us to contract and operate our business within specified geographic areas.
As of December 31, 2023, $10.5 million of letter of credit issuances were held for the benefit of performance obligations under government grant programs and certain general and liability insurance matters and bore interest at a rate of 1.0% per annum. We were in compliance with all debt covenants as of December 31, 2023.
As of December 31, 2024, $11.6 million of letter of credit issuances were held for the benefit of performance obligations under government grant programs and certain general and liability insurance matters and bore interest at a rate of 1.0% per annum. We were in compliance with all debt covenants as of December 31, 2024.
Adjusted EBITDA is also a significant performance measure that we have used in our incentive compensation programs. Adjusted EBITDA does not take into account cash used for mandatory debt service requirements or other non-discretionary expenditures, and thus does not represent residual funds available for discretionary uses.
Adjusted EBITDA is also a significant performance measure that we have used in our incentive compensation programs. Adjusted EBITDA does not take into account cash used for mandatory debt service requirements or other non-discretionary expenditures, and thus does not represent residual funds available for discretionary uses. We believe that Adjusted EBITDA is useful to investors in evaluating our operating performance.
We test goodwill for impairment at the reporting unit level, for which we have identified a single goodwill reporting unit based on the chief operating decision maker’s performance monitoring and resource allocation process and the similarity of our geographic divisions. Indefinite-Lived Intangible Asset Unit of Accounting .
We test goodwill for impairment at the reporting unit level, for which we have identified a single goodwill reporting unit based on the chief operating decision maker’s performance monitoring and resource allocation process and the similarity of our geographic divisions.
We recognized income of $29.0 million and expense of $11.9 million on interest rate swaps for 2023 and 2022, respectively, which were reflected within interest expense in the consolidated statements of operations and comprehensive income. 55 Table of Contents Refer to notes 10 and 12 to the consolidated financial statements for further details regarding our financing activity, outstanding debt and interest rate swaps.
We recognized income of $31.2 million and $29.0 million on interest rate swaps for 2024 and 2023, respectively, which were reflected within net interest expense in the consolidated statements of operations and comprehensive income. 55 Table of Contents Refer to notes 10 and 12 to the consolidated financial statements for further details regarding our financing activity, outstanding debt and interest rate swaps.
In 2020, we contributed the assets of our Anniston System to Hargray in exchange for an approximately 15% equity interest in Hargray and subsequently acquired the remaining approximately 85% equity interest in 2021 for approximately $2.0 billion.
In 2020, we acquired Valu-Net for $38.9 million and contributed the assets of our Anniston System to Hargray in exchange for an approximately 15% equity interest in Hargray. We subsequently acquired the remaining approximately 85% equity interest in Hargray in 2021 for approximately $2.0 billion.
We continue to invest capital to, among other things, increase fiber density and coverage, expand our footprint, increase plant and data capacity, enhance network reliability and improve the customer experience. We have rolled out multi-Gigabit download data service to certain markets and currently offer Gigabit download data service to nearly all of our homes passed.
We continue to invest capital to, among other things, increase fiber density and coverage, expand our footprint, increase plant and data capacity, enhance network reliability and improve the customer experience. We have rolled out multi-Gigabit download data service to over 40% of our markets and currently offer Gigabit download data service to all of our passings.
We believe homes passed, PSU and customer relationship counts are useful to investors in evaluating our operating performance.
We believe passings, PSU and customer relationship counts are useful to investors in evaluating our operating performance.
In connection with these obligations under existing franchise agreements, we obtain surety bonds or letters of credit guaranteeing performance to municipalities and public utilities and payment of insurance premiums. Such surety bonds and letters of credit totaled $29.8 million and $52.1 million as of December 31, 2023 and 2022, respectively.
In connection with these obligations under existing franchise agreements, we obtain surety bonds or letters of credit guaranteeing performance to municipalities and public utilities and payment of insurance premiums. Outstanding surety bonds and letters of credit totaled $38.8 million and $29.8 million as of December 31, 2024 and 2023, respectively.
ARPU and similar measures with similar titles are common measures used by investors, analysts and peers to compare performance in our industry, although our measure of ARPU may not be directly comparable to similarly titled measures reported by other companies. 2023 Compared to 2022 Revenues Revenues decreased $28.0 million, or 1.6%, due primarily to decreases in residential video and residential voice revenues, partially offset by an increase in residential data revenues.
ARPU and similar measures with similar titles are common measures used by investors, analysts and peers to compare performance in our industry, although our measure of ARPU may not be directly comparable to similarly titled measures reported by other companies. 2024 Compared to 2023 Revenues Revenues decreased $98.5 million, or 5.9%, due primarily to decreases in residential data, residential video, business other and residential voice revenues, partially offset by an increase in business data revenues.
Our broadband plant generally consists of a fiber-to-the-premises or HFC network with ample unused capacity, and nearly all of our homes passed have access to Gigabit download speeds, including certain markets that have access to multi-Gigabit download speeds, which we believe meaningfully distinguishes our offerings from certain competitors in our markets.
Our broadband plant generally consists of a fiber or HFC network with ample unused capacity, and all of our passings have access to Gigabit download speeds, including over 40% of our markets that have access to multi-Gigabit download speeds, which we believe meaningfully distinguishes our offerings from certain competitors in our markets.
Minor differences may exist due to rounding. Overview We are a leading broadband communications provider committed to connecting customers and communities to what matters most. We strive to deliver an effortless experience by offering solutions that make our customers’ lives easier, and by relating to them personally as our neighbors and local business partners.
Minor differences may exist due to rounding. Overview We are a leading broadband communications provider delivering exceptional service and enabling our customers to thrive and stay connected to what matters most. We strive to deliver an effortless experience by offering solutions that make our customers’ lives easier, and by relating to them personally as our neighbors and local business partners.
A summary of the term loans outstanding under the New Credit Agreement as of December 31, 2023 is as follows (dollars in thousands): Instrument Draw Date(s) Original Principal Amortization Per Annum (1) Outstanding Principal Final Scheduled Maturity Date Final Scheduled Principal Payment Benchmark Rate Fixed Margin Interest Rate Term Loan B-2 1/7/2019 $ 250,000 1.0% $ 238,125 10/30/2029 (2) $ 223,750 SOFR + 10.0 bps 2.25% 7.71% Term Loan B-3 6/14/2019 10/30/2020 2/22/2023 325,000 300,000 150,000 1.0% 749,223 10/30/2029 (2) 704,695 SOFR + 10.0 bps 2.25% 7.71% Term Loan B-4 5/3/2021 800,000 1.0% 780,000 5/3/2028 746,000 SOFR + 11.4 bps 2.00% 7.47% Total $ 1,825,000 $ 1,767,348 $ 1,674,445 (1) Payable in equal quarterly installments (expressed as a percentage of the original principal amount and subject to customary adjustments in the event of any prepayment).
A summary of the term loans outstanding under the New Credit Agreement as of December 31, 2024 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% $ 235,625 10/30/2029 (2) $ 223,750 SOFR + 10.0 bps 2.25% 6.71% Term Loan B-3 6/14/2019 10/30/2020 2/22/2023 325,000 300,000 150,000 1.0% 741,479 10/30/2029 (2) 704,695 SOFR + 10.0 bps 2.25% 6.71% Term Loan B-4 5/3/2021 800,000 1.0% 752,117 5/3/2028 726,787 SOFR + 11.4 bps 2.00% 6.47% Total $ 1,825,000 $ 1,729,221 $ 1,655,232 (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).
Adjusted EBITDA is defined as net income plus interest expense, income tax provision, depreciation and amortization, equity-based compensation, severance and contract termination costs, (gain) loss on deferred compensation, acquisition-related costs, (gain) loss on asset sales and disposals, system conversion costs, (gain) loss on sales of businesses, equity method investment (income) loss, other (income) expense and other unusual items, as provided in the following table.
Adjusted EBITDA is defined as net income plus net interest expense, income tax provision, depreciation and amortization, equity-based compensation, severance and contract termination costs, acquisition-related costs, net (gain) loss on asset sales and disposals, system conversion costs, rebranding costs, government program exit costs, net equity method investment (income) loss, net other (income) expense and other special items, as applicable, as provided in the following table.
Ranked by share of our total revenues during 2023, they are residential data (58.4%), business services (data, voice and video provided to businesses: 18.1%) and residential video (15.4%). The profit margins, growth rates and/or capital intensity of these three primary product lines vary significantly due to competition, product maturity and relative costs.
Ranked by share of our total revenues during 2024, they are residential data (58.6%), business data (14.4%) and residential video (14.1%). The profit margins, growth rates and/or capital intensity of these three primary product lines vary significantly due to competition, product maturity and relative costs.
We have also deployed DOCSIS 3.1, which, together with Sparklight TV, further increases our network capacity and enables future growth in our residential data and business services product lines.
We have also deployed DOCSIS 3.1 and begun the deployment of DOCSIS 4.0, which, together with Sparklight TV, further increases our network capacity and enables future growth in our residential data and business data product lines.
Unrealized Gain (Loss) on Cash Flow Hedges and Other, Net of Tax Unrealized loss on cash flow hedges and other, net of tax was $13.3 million for 2023 compared to an unrealized gain on cash flow hedges and other, net of tax of $132.8 million for 2022.
Unrealized Gain (Loss) on Cash Flow Hedges and Other, Net of Tax Unrealized gain on cash flow hedges and other, net of tax was $11.4 million for 2024 compared to an unrealized loss on cash flow hedges and other, net of tax of $13.3 million for 2023.
Rent expense for pole attachments was $15.0 million and $12.3 million for 2023 and 2022, respectively. Fees imposed on us by various governmental authorities, including franchise fees, are passed through monthly to our customers and are periodically remitted to authorities. These fees were $26.9 million and $31.2 million for 2023 and 2022, respectively.
Rent expense for pole attachments was $16.8 million and $15.0 million for 2024 and 2023, respectively. Fees imposed on us by various governmental authorities, including franchise fees, are passed through monthly to our customers and are periodically remitted to authorities. These fees were $24.1 million and $26.9 million for 2024 and 2023, respectively.
We provided services to approximately 1.1 million residential and business customers out of approximately 2.8 million homes passed as of December 31, 2023. Of these customers, approximately 1,059,000 subscribed to data services, 142,000 subscribed to video services and 119,000 subscribed to voice services as of December 31, 2023. We generate substantially all of our revenues through three primary product lines.
We provided services to approximately 1.1 million residential and business customers out of approximately 2.8 million passings as of December 31, 2024. Of these customers, approximately 1,055,000 subscribed to data services, 114,000 subscribed to video services and 106,000 subscribed to voice services as of December 31, 2024. We generate substantially all of our revenues through three primary product lines.
We also acquired certain assets and assumed certain liabilities from CableAmerica for $113.1 million in late 2021. 46 Table of Contents In recent years, we have made investments in several broadband-centric providers serving non-urban markets that follow various strategies similar to our own.
We also acquired certain assets and assumed certain liabilities from CableAmerica for $113.1 million in late 2021 and completed a small acquisition for $4.3 million in the third quarter of 2024. In recent years, we have made investments in several broadband-centric providers serving non-urban markets that follow various strategies similar to our own.
During the fourth quarter of 2023, our average residential data customer used 705 Gigabytes of data per month, with nearly 25% of our customers using over 1 Terabyte of data per month.
During the fourth quarter of 2024, our average residential data customer used 774 Gigabytes of data per month, with over 27% of our customers using over 1 Terabyte of data per month.
On February 6, 2024, the Board approved a quarterly dividend of $2.95 per share of common stock to be paid on March 8, 2024 to holders of record as of February 20, 2024.
On February 4, 2025, the Board approved a quarterly dividend of $2.95 per share of common stock to be paid on March 7, 2025 to holders of record as of February 18, 2025.
Other Income (Expense), Net Other income, net, was $54.6 million for 2023 and consisted primarily of a $28.0 million non-cash gain on fair value adjustment associated with the MBI Net Option, $18.6 million of interest and investment income, a $12.3 million non-cash mark-to-market gain on the investment in Point Broadband and a $1.8 million gain on the redemption of the Wisper equity investment, partially offset by a $3.4 million loss on the sale of the Tristar equity investment and $3.3 million of debt issuance costs written off in connection with the entry into the New Credit Agreement.
Other income, net, was $36.1 million for 2023 and consisted primarily of a $28.0 million non-cash gain on fair value adjustment associated with the Old MBI Net Option, a $12.3 million non-cash mark-to-market gain on the investment in Point and a $1.8 million gain on the redemption of the Wisper equity investment, partially offset by a $3.4 million loss on the sale of the Tristar equity investment and $3.3 million of debt issuance costs written off in connection with the entry into the New Credit Agreement (as defined and described in the following section entitled "Financial Condition: Liquidity and Capital Resources - Financing Activity" ).
Separately, we have also historically focused on retaining customers who are likely to produce higher relative value over the life of their service relationships with us, are less attracted by discounting, require less support and churn less.
Separately, we have also historically focused on retaining customers who are likely to produce higher relative value over the life of their service relationships with us, are less attracted by discounting, require less support and churn less, while more recently supplementing our growth by targeting a broader scope of incremental customers, including those who are more value-conscious.
Use of Nonfinancial Metrics and ARPU We use various nonfinancial metrics to measure, manage and monitor our operating performance on an ongoing basis. Such metrics include homes passed, PSUs and customer relationships. Homes passed represents the number of serviceable and marketable homes and businesses passed by our active plant. A PSU represents a single subscription to a particular service offering.
Use of Nonfinancial Metrics and ARPU We use various nonfinancial metrics to measure, manage and monitor our operating performance on an ongoing basis. Such metrics include passings (which we previously referred to as homes passed), PSUs and customer relationships. Passings represent the number of serviceable and marketable homes and businesses passed by our active plant.
Selling, general and administrative expenses as a percentage of revenues were 21.1% and 20.5% for 2023 and 2022, respectively. Depreciation and amortization expense was $342.9 million for 2023 and decreased $7.6 million, or 2.2%, compared to 2022.
Selling, general and administrative expenses as a percentage of revenues were 23.2% and 21.1% for 2024 and 2023, respectively. Depreciation and amortization expense was $341.8 million for 2024 and decreased $1.1 million, or 0.3%, compared to 2023. Depreciation and amortization expense as a percentage of revenues was 21.6% and 20.4% for 2024 and 2023, respectively.
Our capital expenditures by category for the years ended December 31, 2023 and 2022 were as follows (in thousands): Year Ended December 31, 2023 2022 Customer premise equipment (1) $ 62,066 $ 101,252 Commercial (2) 38,893 34,282 Scalable infrastructure (3) 54,097 52,086 Line extensions (4) 51,466 52,839 Upgrade/rebuild (5) 60,898 87,284 Support capital (6) 103,608 86,352 Total $ 371,028 $ 414,095 (1) Customer premise equipment includes costs incurred at customer locations, including installation costs and customer premise equipment (e.g., modems and set-top boxes).
Our capital expenditures by category for the years ended December 31, 2024 and 2023 were as follows (in thousands): Year Ended December 31, 2024 2023 Customer premise equipment (1) $ 59,876 $ 62,066 Commercial (2) 20,996 38,893 Scalable infrastructure (3) 31,334 54,097 Line extensions (4) 61,326 51,466 Upgrade/rebuild (5) 30,486 60,898 Support capital (6) 82,336 103,608 Total $ 286,354 $ 371,028 (1) Customer premise equipment includes costs incurred at customer locations, including installation costs and customer premise equipment (e.g., modems and set-top boxes).
The following tables present certain information regarding our net property, plant and equipment and our cash paid for property, plant and equipment for the periods indicated (dollars in thousands): As of December 31, 2023 2022 Property, plant and equipment, net $ 1,791,120 $ 1,701,755 Total assets $ 6,846,933 $ 6,913,890 Property, plant and equipment, net as a percentage of total assets 26.2 % 24.6 % Year Ended December 31, 2023 2022 2021 Cash paid for property, plant and equipment $ 367,704 $ 410,737 $ 384,527 Property, plant and equipment represents the costs incurred in the design, construction and implementation of plant, infrastructure and capacity improvements and upgrades.
The following tables present certain information regarding our net property, plant and equipment and our cash paid for property, plant and equipment for the periods indicated (dollars in thousands): As of December 31, 2024 2023 Property, plant and equipment, net $ 1,789,955 $ 1,791,120 Total assets $ 6,525,895 $ 6,759,510 Property, plant and equipment, net as a percentage of total assets 27.4 % 26.5 % Year Ended December 31, 2024 2023 2022 Cash paid for property, plant and equipment $ 295,036 $ 367,704 $ 410,737 Property, plant and equipment represents the costs incurred in the design, construction and implementation of plant, infrastructure and capacity improvements and upgrades.
We believe that the capacity and reliability of our networks exceeds that of our competitors in most of our markets and best positions us to meet the continuously increasing consumption demands of customers.
We believe that the capacity and reliability of our networks is equal to or exceeds that of our competitors in most of our markets and best positions us to meet the continuously increasing consumption demands of customers. Business data . We have experienced significant growth in business data customers and revenues since 2013.
During the fourth quarter of 2023, the Board approved a quarterly dividend of $2.95 per share of common stock, which was paid on December 15, 2023, bringing total dividends distributed during 2023 to $66.3 million.
During the fourth quarter of 2024, the Board approved a quarterly dividend of $2.95 per share of common stock, which was paid on December 20, 2024, resulting in total dividends distributed during 2024 of $67.9 million.
Numerous states, including Arizona, Minnesota and Missouri (where we have subscribers), also have proposed administrative actions and/or legislation in the past or currently are considering such actions, which could lead to increased regulation of our provision of data services.
The FCC currently is considering several initiatives that could lead to increased regulation of our data, voice and video services. Some states, including Arizona and Missouri (where we have subscribers), have proposed administrative actions and/or legislation in the past, which if adopted could lead to increased regulation of our provision of data services.
In addition, we began the deployment of symmetrical Gigabit speeds over our data network in select markets during 2023 and plan to begin deploying DOCSIS 4.0 by the end of 2024. These upgrades will allow us to further increase plant capacity in support of ongoing increases in consumer demand.
In addition to the deployment of symmetrical Gigabit speeds over our data network in select markets beginning in 2023, we also began deploying DOCSIS 4.0 in the fourth quarter of 2024. These upgrades will allow us to further increase plant capacity in support of continually increasing data usage by consumers.
The $146.1 million year-over-year change was due to smaller increases in forward interest rates during 2023 compared to the prior year. Use of Adjusted EBITDA We use certain measures that are not defined by GAAP to evaluate various aspects of our business.
The $24.6 million change was due to a year-over-year increase in forward interest rates. 49 Table of Contents Use of Adjusted EBITDA We use certain measures that are not defined by GAAP to evaluate various aspects of our business.
As part of our 45% minority equity interest in MBI, we acquired the right, but not the obligation, to purchase all but not less than all of the remaining equity interests in MBI that we do not already own between January 1, 2023 and June 30, 2024 (the "Call Option").
As of December 31, 2023, we held a call option to purchase all but not less than all of the remaining equity interests in MBI that we do not already own between January 1, 2023 and June 30, 2024. The call option expired unexercised on June 30, 2024.
On May 20, 2022, the Board authorized up to $450.0 million of additional share repurchases (with no cap as to the number of shares of common stock).
On May 20, 2022, the Board authorized up to $450.0 million of additional share repurchases (with no cap as to the number of shares of common stock). We had $143.1 million of remaining share repurchase authorization under the Share Repurchase Program as of December 31, 2024.
In 2023, our strategic investment and divestiture activities consisted of the following: We invested an additional $1.6 million in Visionary. We invested an additional $27.8 million in Ziply. In July 2023, we redeemed our equity investment in Wisper for total cash proceeds of $35.9 million, which resulted in the recognition of a $1.8 million gain. In July 2023, we divested our equity investment in Tristar for total cash proceeds of $20.9 million, which resulted in the recognition of a $3.4 million loss.
In 2023, we invested an additional $1.6 million in Visionary and an additional $27.8 million in Ziply. In addition, we redeemed our equity investment in Wisper for total cash proceeds of $35.9 million and divested our equity investment in Tristar for total cash proceeds of $20.9 million in 2023.
These balances were as follows (dollars in thousands): As of December 31, 2023 2022 Goodwill and indefinite-lived intangible assets $ 3,029,493 $ 3,030,293 Total assets $ 6,846,933 $ 6,913,890 Goodwill and indefinite-lived intangible assets as a percentage of total assets 44.2 % 43.8 % 58 Table of Contents Goodwill Reporting Unit .
These balances were as follows (dollars in thousands): As of December 31, 2024 2023 Goodwill and indefinite-lived intangible assets $ 3,031,842 $ 3,029,493 Total assets $ 6,525,895 $ 6,759,510 Goodwill and indefinite-lived intangible assets as a percentage of total assets 46.5 % 44.8 % 58 Table of Contents Goodwill Reporting Unit .
Operating expenses as a percentage of revenues were 26.3% and 27.6% for 2023 and 2022, respectively. Selling, general and administrati ve expenses were $354.7 million for 2023 and increased $4.4 million , or 1.2% , compared to 2022 .
Operating expenses as a percentage of revenues were 26.4% and 26.3% for 2024 and 2023, respectively. Selling, general and administrative expenses were $366.0 million for 2024 and increased $11.3 million, or 3.2%, compared to 2023.
As of December 31, 2023, the interest margins applicable to the Senior Credit Facilities are, at our option, equal to either SOFR or a base rate, plus an applicable margin equal to, (i) with respect to the Revolving Credit Facility, 1.25% to 1.75% plus a 10 basis point credit spread adjustment for SOFR loans and 0.25% to 0.75% for base rate loans, determined on a quarterly basis by reference to a pricing grid based on our Total Net Leverage Ratio (as defined in the New Credit Agreement), (ii) with respect to the Term Loan B-2 and the Term Loan B-3, 2.25% plus a 10 basis point credit spread adjustment for SOFR loans and 1.25% for base rate loans and (iii) with respect to the Term Loan B-4, 2.0% plus an approximately 11.4 to 42.8 basis point credit spread adjustment based on the interest period elected for SOFR loans and 1.0% for base rate loans. 53 Table of Contents The Senior Credit Facilities contain customary representations, warranties and affirmative and negative covenants, including limitations on indebtedness, liens, restricted payments, prepayments of certain indebtedness, investments, dispositions of assets, restrictions on subsidiary distributions and negative pledge clauses, fundamental changes, transactions with affiliates and amendments to organizational documents.
Under the New Credit Agreement, the interest margins applicable to the Senior Credit Facilities are, at the Company’s option, equal to either SOFR or a base rate, plus an applicable margin equal to, (i) with respect to the Revolving Credit Facility, 1.25% to 1.75% plus a 10 basis point credit spread adjustment for SOFR loans and 0.25% to 0.75% for base rate loans, determined on a quarterly basis by reference to a pricing grid based on the Company’s Total Net Leverage Ratio (as defined in the New Credit Agreement), (ii) with respect to the Term Loan B-2 and the Term Loan B-3, 2.25% plus a 10 basis point credit spread adjustment for SOFR loans and 1.25% for base rate loans and (iii) with respect to the Term Loan B-4, 2.0% plus an approximately 11.4 to 42.8 basis point credit spread adjustment based on the interest period elected for SOFR loans and 1.0% for base rate loans.
The capital enhancements associated with acquisitions include rebuilding low-capacity markets; reclaiming bandwidth from analog video services; implementing 32-channel bonding; deploying DOCSIS 4.0; consolidating back-office functions such as billing, accounting and service provisioning; migrating products to Cable One's platforms; and expanding our high-capacity fiber network. 45 Table of Contents Our primary goals are to continue growing residential data and business services revenues, to increase profit margins and to deliver strong Adjusted EBITDA and Adjusted EBITDA less capital expenditures over the long-term.
The capital enhancements associated with acquisitions include rebuilding low-capacity markets; reclaiming bandwidth from analog video services; implementing 32-channel bonding; deploying DOCSIS 4.0; consolidating back-office functions such as billing, accounting and service provisioning; migrating products to Cable One platforms; and expanding our high-capacity fiber network.
In 2023, our Adjusted EBITDA margins for residential data and business services were approximately four and five times greater, respectively, than for residential video.
In 2024, our Adjusted EBITDA margins for residential data and business data are estimated to be approximately three and four times greater, respectively, than for residential video.
In addition, Adjusted EBITDA generally correlates to the measure used in the leverage ratio calculations under the New Credit Agreement and the Senior Notes Indenture (as defined elsewhere in this Annual Report on Form 10-K) to determine compliance with the covenants contained in the New Credit Agreement and the ability to take certain actions under the Senior Notes Indenture.
In addition, Adjusted EBITDA generally correlates to the measure used in the leverage ratio calculations under the New Credit Agreement and the Senior Notes Indenture (as defined and described in the following section entitled "Financial Condition: Liquidity and Capital Resources - Financing Activity" ) to determine compliance with the covenants contained in the New Credit Agreement and the ability to take certain actions under the Senior Notes Indenture.
We have experienced significant growth in residential data customers and revenues since 2013 and we expect growth for this product line to continue over the long-term.
We have experienced significant growth in residential data customers and revenues since 2013 and we expect growth for this product line to continue over the long-term, supplemented by growth in related services, such as intelligent Wi-Fi and network security solutions, that we are focused on growing.
As of December 31, 2023, we had approximately $1.8 billion of aggregate outstanding term loan borrowings and $338.0 million of borrowings and $662.0 million available for borrowing under the Revolving Credit Facility.
In December 2024, we borrowed $175.0 million under the Revolving Credit Facility in connection with the MBI Amendment. 53 Table of Contents As of December 31, 2024, we had approximately $1.73 billion of aggregate outstanding term loan borrowings and $313.0 million of borrowings (and $937.0 million available for borrowing) under the Revolving Credit Facility.
The decrease in operating expenses was primarily attribut able to $49.9 million of lower programming and franchise fees as a result of video customer losses, partially offset by increases of $10.9 million in property taxes, $2.9 million in rent expense, $2.5 million in health insurance costs and $2.0 million in maintenance costs.
The decrease in operating expenses was primarily attributable to $32.8 million of lower programming and franchise fees as a result of video customer losses and a $2.9 million reduction in labor and other compensation-related costs, partially offset by increases of $3.2 million in software costs, $2.1 million in network backbone costs and $2.0 million in rent expense.
We recorded debt issuance cost amortization of $4.7 million and $5.3 million for 2023 and 2022, respectively, within interest expense in the consolidated statements of operations and comprehensive income.
We recorded debt issuance cost amortization of $4.6 million and $4.7 million for 2024 and 2023, respectively, within net interest expense in the consolidated statements of operations and comprehensive income. The unamortized debt discount associated with the Convertible Notes was $7.7 million and $12.0 million as of December 31, 2024 and 2023, respectively.
The size and timing of these purchases are based on a number of factors, including share price and business and market conditions.
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.
Given our strategic focus on our higher margin residential data and business services product lines, we assess our level of capital expenditures relative to Adjusted EBITDA, unlike others in our industry who may compare their capital expenditures to revenues due to their much larger residential video customer bases.
Given our strategic focus on our higher margin residential data and business data product lines, we assess our level of capital expenditures relative to Adjusted EBITDA, unlike others in our industry who may compare their capital expenditures to revenues due to their much larger residential video customer bases. 44 Table of Contents Beginning in the fourth quarter of 2023, we increased our efforts to supplement the growth of our residential data customer base by targeting a broader scope of incremental customers, including those who are more value-conscious, through more targeted pricing and product offerings.
Investors affiliated with GTCR LLC, a private equity firm based in Chicago, have the right, but not the obligation, to sell (and to cause all members of MBI other than us to sell) to us and, in such case, we are obligated to purchase all but not less than all of the direct and indirect equity interests in MBI that we do not already own between July 1, 2025 through September 30, 2025 (the "Put Option").
Certain investors in MBI held a put option to sell (and to cause all members of MBI other than us to sell) to us all but not less than all of the remaining equity interests in MBI that we do not already own between July 1, 2025 and September 30, 2025 (these call and put options are collectively referred to as the "Old MBI Net Option").
Financial Condition: Liquidity and Capital Resources Liquidity Our primary funding requirements are for our ongoing operations, capital expenditures, potential acquisitions and strategic investments, payments of quarterly dividends and share repurchases. We believe that existing cash balances, our Senior Credit Facilities and operating cash flows will provide adequate support for these funding requirements over the next 12 months.
We believe that existing cash balances, our Senior Credit Facilities (as defined below) and operating cash flows will provide adequate support for these funding requirements over the next 12 months.
Unamortized debt issuance costs consisted of the following (in thousands): As of December 31, 2023 2022 Revolving Credit Facility portion: Other noncurrent assets $ 3,087 $ 1,904 Term loans and Notes portion: Long-term debt (contra account) 22,532 23,913 Total $ 25,619 $ 25,817 Unamortized debt discount associated with the Convertible Notes was $12.0 million and $16.3 million as of December 31, 2023 and 2022, respectively.
Other Debt-Related Information Unamortized debt issuance costs consisted of the following (in thousands): As of December 31, 2024 2023 Revolving Credit Facility portion: Other noncurrent assets $ 3,754 $ 3,087 Term loans and Notes portion: Long-term debt (contra account) 18,691 22,532 Total $ 22,445 $ 25,619 In connection with the Amendment that was entered into in 2024 and the entry into the New Credit Agreement in 2023, we capitalized $1.6 million and $7.8 million of debt issuance costs in 2024 and 2023, respectively, and wrote-off $3.3 million of existing unamortized debt issuance costs to other expense in 2023.
The increase in selling, general and administrative expenses wa s primarily attributable to increases of $9.3 million in marketing costs, $5.4 million in labor and other compensation-related costs and $4.2 million in software expense, partially offset by decreases of $9.4 million in property taxes, $4.3 million in health insurance costs and $3.2 million in professional services fees.
The increase in selling, general and administrative expenses was primarily attributable to increases of $6.8 million in rebranding costs, $6.2 million in system conversion costs and $2.4 million in software costs, partially offset by a $2.4 million decrease in labor and other compensation-related costs.
Since we first became publicly traded in 2015 through the end of 2023, we have repurchased 646,244 shares of our common stock at an aggregate cost of $556.9 million, including 141,551 shares purchased at an aggregate cost of $99.6 million during 2023 under our share repurchase programs.
Since we first became publicly traded in 2015 through the end of 2024, we have repurchased 646,244 shares of our common stock at an aggregate cost of $556.9 million. We may, from time to time, continue to opportunistically repurchase shares depending on the trading price of our common stock, market conditions and other factors.
(6) Support capital includes costs associated with the replacement or enhancement of non-network assets due to technological and physical obsolescence (e.g., non-network equipment, land, buildings and vehicles) and capitalized internal labor costs not associated with customer installation activities. 56 Table of Contents Contractual Obligations and Contingent Commitments The following table summarizes our outstanding contractual obligations as of December 31, 2023 (in thousands): Year Ending December 31, Programming Purchase Commitments (1) Lease Payments (2) Debt Payments (3) Other Purchase Obligations (4) Total 2024 $ 101,275 $ 4,875 $ 18,244 $ 53,441 $ 177,835 2025 46,467 3,827 18,244 16,300 84,838 2026 13,435 2,854 593,244 11,532 621,065 2027 2,008 18,244 1,273 21,525 2028 1,309 1,441,244 1,136 1,443,689 Thereafter 3,357 1,586,128 3,920 1,593,405 Total $ 161,177 $ 18,230 $ 3,675,348 $ 87,602 $ 3,942,357 (1) Programming purchase commitments represent contracts that we have with cable television networks and broadcast stations to provide programming services to our subscribers.
(6) Support capital includes costs associated with the replacement or enhancement of non-network assets due to technological and physical obsolescence (e.g., non-network equipment, land, buildings and vehicles) and capitalized internal labor costs not associated with customer installation activities. 56 Table of Contents Contractual Obligations and Contingent Commitments The following table summarizes our outstanding contractual obligations as of December 31, 2024 (in thousands): Year Ending December 31, Programming Purchase Commitments (1) Lease Payments (2) Debt Payments (3) Other Purchase Obligations (4) Total 2025 $ 71,182 $ 4,362 $ 18,038 $ 72,533 $ 166,115 2026 26,619 3,232 593,038 21,302 644,191 2027 8,066 2,278 18,038 7,091 35,473 2028 912 1,469 1,396,980 788 1,400,149 2029 716 936,128 788 937,632 Thereafter 2,800 649,999 652,799 Total $ 106,779 $ 14,857 $ 3,612,221 $ 102,502 $ 3,836,359 (1) Programming purchase commitments represent contracts that we have with cable television networks and broadcast stations to provide programming services to our subscribers.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeBased on the principal then-outstanding under our Senior Credit Facilities with exposure to LIBOR at December 31, 2022, assuming, hypothetically, that the LIBOR applicable to the Senior Credit Facilities was 100 basis points higher, our annual interest expense would have been $10.7 million higher in 2022.
Biggest changeBased on the principal outstanding under our Senior Credit Facilities with exposure to SOFR at December 31, 2024, assuming, hypothetically, that the SOFR applicable to the Senior Credit Facilities was 100 basis points higher, our annual interest expense would have increased $8.4 million in 2024.
As of December 31, 2023, our market risk sensitive instruments consisted of our Senior Credit Facilities and interest rate swaps, as each is described within the section entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations Financial Condition: Liquidity and Capital Resources Financing Activity” and notes 10 and 12 to the consolidated financial statements.
As of December 31, 2024, our market risk sensitive instruments consisted of our Senior Credit Facilities and interest rate swaps, as each is described within the section entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations Financial Condition: Liquidity and Capital Resources Financing Activity” and notes 10 and 12 to the consolidated financial statements.
Additionally, as of December 31, 2023, we had $650.0 million, $575.0 million and $345.0 million aggregate principal amount of the Senior Notes, 2026 Notes and 2028 Notes, respectively, outstanding.
Additionally, as of December 31, 2024, we had $650.0 million, $575.0 million and $345.0 million aggregate principal amount of the Senior Notes, 2026 Notes and 2028 Notes, respectively, outstanding.
Based on the principal outstanding under our Senior Credit Facilities with exposure to SOFR at December 31, 2023, assuming, hypothetically, that the SOFR applicable to the Senior Credit Facilities was 100 basis points higher, our annual interest expense would have increased $9.1 million.
Based on the principal then-outstanding under our Senior Credit Facilities with exposure to SOFR at December 31, 2023, assuming, hypothetically, that the SOFR applicable to the Senior Credit Facilities was 100 basis points higher, our annual interest expense would have been $9.1 million higher in 2023.
Outstanding borrowings under our Senior Credit Facilities, which bear interest, at our option, at a rate per annum determined by reference to either SOFR or a base rate, in each case plus an applicable credit spread adjustment and interest rate margin, were approximately $2.1 billion at December 31, 2023.
Outstanding borrowings under our Senior Credit Facilities, which bear interest, at our option, at a rate per annum determined by reference to either SOFR or a base rate, in each case plus an applicable credit spread adjustment and interest rate margin, were $2.04 billion at December 31, 2024.
As of December 31, 2022, outstanding borrowings under our Senior Credit Facilities were approximately $2.3 billion and the notional amount of our effective interest rate swap agreement was $1.2 billion.
As of December 31, 2023, outstanding borrowings under our Senior Credit Facilities were $2.11 billion and the notional amount of our effective interest rate swap agreement was $1.20 billion.
Although the Senior Notes and 2028 Notes are based on fixed rates and the 2026 Notes do not bear interest, changes in interest rates could impact the fair market value of such notes. As of December 31, 2023, the fair market values of the Senior Notes, 2026 Notes and 2028 Notes were $529.8 million, $491.6 million and $263.9 million, respectively.
Although the Senior Notes and 2028 Notes are based on fixed rates and the 2026 Notes do not bear interest, changes in interest rates could impact the fair market value of such notes. As of December 31, 2024, the fair market values of the Senior Notes, 2026 Notes and 2028 Notes were $542.8 million, $535.4 million and $285.9 million, respectively.

Other CABO 10-K year-over-year comparisons