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Cable One, Inc.

For the period ended Jun 30, 2025. Filed Aug 1, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 1, 2025

CABO$4.30-16.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-02.

0001632127-25-000064

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-01.

0001632127-25-000094

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 108 previous paragraphs and 146 current paragraphs.

67 unchanged; 36 reworded; 33 added; 5 removed; 0 previous and 10 current paragraphs rearranged.

Tables are not compared: 9 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (33)

Current report

(1)Includes $586.0 million of non-cash asset impairment charges. Refer tothe section entitled "Critical Accounting Policies and Estimates - Impairment Assessments" for further information on these expenses.

Current report

Residential data service revenues decreased $1.1 million, or 0.5%, due primarily to a decrease in residential data subscribers, partially offset by a 2.4% increase in ARPU.

Current report

Asset impairments totaled $586.0 million for the three months ended June 30, 2025, consisting of $497.2 million and $88.8 million of non-cash impairments related to our indefinite-lived franchise agreements and goodwill, respectively. Refer to the section entitled "Critical Accounting Policies and Estimates - Impairment Assessments" for further information.

Current report

Interest expense, net, was $33.9 million for the three months ended June 30, 2025 and decreased $1.1 million, or 3.0%, compared to the three months ended June 30, 2024 due primarily to a decrease in interest rates and lower outstanding debt balances.

Current report

Net loss was $438.0 million for the three months ended June 30, 2025 compared to net income of $38.2 million for the three months ended June 30, 2024, driven largely by the non-cash asset impairments totaling $456.2 million, net of tax, discussed above.

Current report

Unrealized loss on cash flow hedges and other, net of tax, was $10.1 million and $0.7 million for the three months ended June 30, 2025 and 2024, respectively. The $9.4 million increase was due to a larger decline in forward interest rates during the three months ended June 30, 2025 compared to the prior year period.

Current report

Comparison of Six Months Ended June 30, 2025 to Six Months Ended June 30, 2024

Current report

Residential data service revenues decreased $11.8 million, or 2.5%, due primarily to a decrease in residential data subscribers.

Current report

Operating expenses (excluding depreciation and amortization) were $202.2 million for the six months ended June 30, 2025 and decreased $10.2 million, or 4.8%, compared to the six months ended June 30, 2024. The decrease in operating expenses was primarily attributable to $10.7 million of lower programming and franchise costs as a result of video customer losses, a $2.0 million decrease in labor and other compensation-related costs and a $1.3 million reduction in network backbone costs, partially offset by increases of $1.4 million in professional services fees, $1.4 million in maintenance costs and $1.2 million in software costs. Operating expenses as a percentage of revenues were 26.5% and 26.6% for the six months ended June 30, 2025 and 2024, respectively.

Current report

Selling, general and administrative expenses were $187.4 million for the six months ended June 30, 2025 and increased $6.3 million, or 3.4%, compared to the six months ended June 30, 2024. The increase in selling, general, and administrative expenses was primarily attributable to an $8.6 million increase in billing system conversion costs, a $1.1 million increase in insurance costs and a $0.9 million increase in acquisition-related costs, partially offset by a $3.9 million decrease in labor and other compensation-related costs and a $1.1 million decrease in bad debt expense. Selling, general and administrative expenses as apercentage of revenues were 24.6% and 22.7% for the six months ended June 30, 2025 and 2024, respectively.

Current report

Depreciation and amortization expense was $171.6 million for the six months ended June 30, 2025 and increased $0.6 million, or 0.4%, compared to the six months ended June 30, 2024. Depreciation and amortization expense as a percentage of revenues was 22.5% and 21.4% for the six months ended June 30, 2025 and 2024, respectively.

Current report

Asset impairments totaled $586.0 million for the six months ended June 30, 2025, consisting of $497.2 million and $88.8 million of non-cash impairments related to our indefinite-lived franchise agreements and goodwill, respectively. Refer to the section entitled "Critical Accounting Policies and Estimates - Impairment Assessments" for further information.

Current report

Interest expense, net, was $68.4 million for the six months ended June 30, 2025 and decreased $2.4 million, or 3.4%, compared to the six months ended June 30, 2024 due primarily to a decrease in interest rates and lower outstanding debt balances.

Current report

Income tax benefit was $117.4 million and income tax provision was $31.6 million for the six months ended June 30, 2025 and 2024, respectively, and our effective tax rate was (24.7)% and 20.9% for the six months ended June 30, 2025 and 2024, respectively. The decrease in the effective tax rate was due primarily to a decrease in income tax expense of $129.8 million resulting from the asset impairments recognized in the second quarter of 2025.

Current report

Net loss was $435.4 million for the six months ended June 30, 2025 compared to net income of $75.5 million for the six months ended June 30, 2024, driven largely by the non-cash asset impairments totaling $456.2 million, net of tax, discussed above.

Current report

On July 4, 2025, the “One Big Beautiful Bill Act” (the "OBBBA") was enacted into law, which extends and modifies certain provisions of the existing tax law. We generally anticipate the OBBBA will result in a reduction to our current income tax liabilities. As the legislation was signed into law after June 30, 2025, it had no impact on our financial results for the three and six months ended June 30, 2025. We are currently assessing the OBBBA’s anticipated impact on our future financial results.

Current report

We paid $13.0 million to repurchase $16.9 million of outstanding Senior Notes during the three months ended June 30, 2025 and recognized a $3.9 million gain within other income in the condensed consolidated statements of operations and comprehensive income (loss).

Current report

During the second quarter of 2025, we determined that a triggering event had occurred that required interim impairment assessments of our indefinite-lived intangible assets and goodwill as a result of the decline in the price of our common stock subsequent to our first quarter 2025 earnings release through June 30, 2025.

Current report

We performed a qualitative assessment of events and changes in circumstances that occurred since the last impairment assessments of our long-lived assets, consisting primarily of our finite-lived customer relationship intangible assets and property, plant and equipment, in the fourth quarter of 2024. Based on such results, and given the accelerated basis on which nearly all of our customer relationship assets are amortized, as well as the use of undiscounted versus discounted cash flows, we concluded that none of our long-lived assets were impaired as of June 30, 2025.

Current report

We performed a quantitative impairment assessment of our indefinite-lived franchise agreements intangible asset as of June 30, 2025 and determined that the fair value of such asset was less than its existing $2.1 billion carrying value, resulting in a non-cash impairment charge of $497.2 million. The decline in fair value was a result of reduced estimated future cash flows due to increased competition in certain of our markets, and an increased discount rate. Fair value was determined using the multi-period excess earnings method of the income approach whose significant inputs and assumptions include forecasted revenues, subscriber attrition rates, margins, capital expenditures, contributory asset charges, income tax rates, long-term growth rates and a discount rate. A 100 basis point increase in the calculated discount rate would decrease the resulting fair value by $166 million, while a 100 basis point decrease would increase fair value by $200 million.

Current report

We also performed a quantitative goodwill impairment assessment as of June 30, 2025 and determined that, after making the adjustments for the asset impairment discussed above, the implied fair value of goodwill was below its existing $929.6 million carrying value, resulting in a non-cash impairment charge of $88.8 million. Fair value was determined using i) the discounted cash flow method of the income approach, whose significant inputs and assumptions include forecasted revenues, margins, capital expenditures, working capital levels, income tax rates, long-term growth rates and a discount rate and ii) the guideline public company method of the market approach, whose significant inputs and assumptions include the identification of appropriate market participants; consensus earnings before interest, taxes, depreciation and amortization estimates; and the selection of enterprise value multiples. A 100 basis point increase in the calculated discount rate would decrease the resulting fair value by $178 million, while a 100 basis point decrease would increase fair value by $220 million. A 1.0x change in selected multiple would change the resulting fair value by $382 million. After the impairment, the implied control premium on the Company's enterprise value was approximately 20%, which is consistent with market transactions and companies with similar capitalization profiles.

Current report

We may record additional impairments in future periods should estimated future cash flows decline, discount rates increase and/or our stock price significantly declines, indicating fair values may have fallen below carrying values. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates, which could materially impact the determination of fair value or impairment, or both.
Removed paragraphs (5)

Previous report

Residential data service revenues decreased $10.7 million, or 4.5%, due primarily to a decrease in residential data subscribers and a 3.1% decrease in ARPU as a result of the implementation of targeted pricing and product offerings in certain markets, including amongst value-conscious customers.

Previous report

Interest expense, net, was $34.5 million for the three months ended March 31, 2025 and decreased $1.3 million, or 3.7%, compared to the three months ended March 31, 2024. The decrease in net interest expense was due primarily to lower outstanding debt balances and interest rates during the three months ended March 31, 2025 compared to the prior year period.

Previous report

Net income was $2.6 million for the three months ended March 31, 2025 compared to $37.4 million for the three months ended March 31, 2024.
Reworded paragraphs (36)

Previous wording

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. Through Sparklight® and the associated Cable One family of brands, we are transforming the future of connectivity with a commitment to innovation, reliability and customer experience. We believe our robust infrastructure and cutting-edge technology keep our customers connected and help drive progress in education, business and everyday life. 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 March 31, 2025, approximately 74% of our customers were located in seven states: Arizona, Idaho, Mississippi, Missouri, Oklahoma, South Carolina and Texas. We provided services to approximately 1.1 million residential and business customers out of approximately 2.8 million passings as of March 31, 2025. Of these customers, approximately 1,045,000 subscribed to data services, 108,000 subscribed to video services and 103,000 subscribed to voice services.

Current wording

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. Through Sparklight®, the brand our customers know and trust, we are transforming the future of connectivity with a commitment to innovation, reliability and customer experience. We believe our robust infrastructure and cutting-edge technology keep our customers connected and help drive progress in education, business and everyday life. 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 June 30, 2025, approximately 74% of our customers were located in seven states: Arizona, Idaho, Mississippi, Missouri, Oklahoma, South Carolina and Texas. We provided services to approximately 1.1 million residential and business customers out of approximately 2.9 million passings as of June 30, 2025. Of these customers, approximately 1,031,000 subscribed to data services, 102,000 subscribed to video services and 99,000 subscribed to voice services.

Previous wording

We generate substantially all of our revenues through three primary product lines. Ranked by share of our total revenues through the first three months of 2025, they are residential data (59.1%), business data (15.1%) and residential video (13.3%). 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.

Current wording

We generate substantially all of our revenues through three primary product lines. Ranked by share of our total revenues through the first six months of 2025, they are residential data (59.7%), business data (15.1%) and residential video (13.0%). 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.

Previous wording

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 video services and declining revenues from residential voice services. The declining profitability of video services is due primarily to increasing programming costs and retransmission fees and competition from other streaming content providers, and the declining revenues from residential voice services are due primarily to the increasing use of wireless voice services instead of residential voice services. 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. 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.

Current wording

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 video services and declining revenues from residential voice services. The declining profitability of video services is due primarily to increasing programming costs and retransmission fees and competition from other streaming content providers, and the declining revenues from residential voice services are due primarily to the increasing use of wireless voice services instead of residential voice services. 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. This strategy has focused on increasing adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA"), driving higher margins and delivering attractive levels of Adjusted EBITDA less capital expenditures over the long-term.

Previous wording

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:

Current wording

Excluding the effects of acquisitions and divestitures, the trends described above have impacted, and are expected to further impact, our three primary product lines in the following ways:

Previous wording

•Residential data. 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. 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 average monthly revenue per unit ("ARPU") from our existing customers over the long-term and capture additional market share. Our broadband plant generally consists of a fiber-to-the-premises ("fiber") or hybrid fiber-coaxial ("HFC") network with ample unused capacity, and we offer our data customers internet products at some of the fastest speeds available in our markets. 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.

Current wording

•Residential data. 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. 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 average monthly revenue per unit ("ARPU") from our existing customers over the long-term and capture additional market share. Our broadband plant generally consists of a fiber-to-the-premises ("fiber") or hybrid fiber-coaxial network with ample unused capacity, and we offer our data customers internet products at some of the fastest speeds available in our markets. 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.

Previous wording

We expect to continue to devote financial resources to infrastructure improvements in existing and newly acquired markets as well as to expand high-speed data service in areas adjacent to our existing network. We believe these investments are necessary to continually meet our customers’ needs and remain competitive. 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.

Current wording

We expect to continue to devote financial resources to infrastructure improvements in existing and acquired markets as well as to expand high-speed data service in areas adjacent to our existing network. We believe these investments are necessary to continually meet our customers’ needs and remain competitive. 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.

Previous wording

(1)Adjusted EBITDA is a non-GAAP measure. See "Use of Adjusted EBITDA" below for a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income.

Current wording

(2)Adjusted EBITDA is a non-GAAP measure. Refer to "Use of Adjusted EBITDA" below for a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income (loss).

Previous wording

Residential video service revenues decreased $9.6 million, or 15.8%, due primarily to a decrease in residential video subscribers, partially offset by a rate adjustment enacted in early 2025.

Current wording

Residential video service revenues decreased $9.0 million, or 15.8%, due primarily to a decrease in residential video subscribers, partially offset by a rate adjustment enacted during the first quarter of 2025.

Previous wording

Residential voice service revenues decreased $1.5 million, or 17.7%, due primarily to a decrease in residential voice subscribers.

Current wording

Residential voice service revenues decreased $1.5 million, or 17.9%, due primarily to a decrease in residential voice subscribers.

Previous wording

Business data revenues increased $0.7 million, or 1.2%, due primarily to an increase in business data subscribers.

Previous wording

Business other revenues decreased $2.3 million, or 12.0%, due primarily to a decrease in business video subscribers.

Current wording

Business other revenues decreased $2.1 million, or 11.5%, due primarily to a decrease in business video subscribers.

Previous wording

Operating expenses (excluding depreciation and amortization) were $99.9 million for the three months ended March 31, 2025 and decreased $6.7 million, or 6.3%, compared to the three months ended March 31, 2024. The decrease in operating expenses was primarily attributable to $5.4 million of lower programming and franchise costs as a result of video customer losses and a $2.7 million decrease in labor and other compensation-related costs, partially offset by $1.6 million in higher health insurance costs. Operating expenses as a percentage of revenues were 26.2% and 26.3% for the three months ended March 31, 2025 and 2024, respectively.

Current wording

Operating expenses (excluding depreciation and amortization) were $102.4 million for the three months ended June 30, 2025 and decreased $3.5 million, or 3.3%, compared to the three months ended June 30, 2024. The decrease in operating expenses was primarily attributable to $5.2 million of lower programming and franchise costs as a result of video customer losses and a $1.1 million decrease in health insurance costs, partially offset by increases of $1.3 million in maintenance costs, $1.0 million in software costs and $0.7 million in professional services fees. Operating expenses as a percentage of revenues were 26.9% and 26.8% for the three months ended June 30, 2025 and 2024, respectively.

Previous wording

Selling, general and administrative expenses were $95.4 million for the three months ended March 31, 2025 and increased $5.0 million, or 5.6%, compared to the three months ended March 31, 2024. The increase in selling, general and administrative expenses was primarily attributable to increases in equity-based compensation expense of $3.8 million, system conversion costs of $3.7 million, health insurance costs of $1.5 million and acquisition-related costs of $1.0 million, partially offset by a $2.8 million decrease in payroll costs and a $1.4 million reduction in bad debt expense. Selling, general and administrative expenses as a percentage of revenues were 25.1% and 22.4% for the three months ended March 31, 2025 and 2024, respectively.

Current wording

Selling, general and administrative expenses were $92.0 million for the three months ended June 30, 2025 and increased $1.2 million, or 1.4%, compared to the three months ended June 30, 2024. The increase in selling, general and administrative expenses was primarily attributable to a $5.0 million increase in billing system conversion costs, partially offset by a $3.9 million decrease in labor and other compensation-related costs. Selling, general and administrative expenses as a percentage of revenues were 24.1% and 23.0% for the three months ended June 30, 2025 and 2024, respectively.

Previous wording

Depreciation and amortization expense was $85.5 million for the three months ended March 31, 2025 and decreased $0.2 million, or 0.2%, compared to the three months ended March 31, 2024. Depreciation and amortization expense as a percentage of revenues was 22.5% and 21.2% for the three months ended March 31, 2025 and 2024, respectively.

Current wording

Depreciation and amortization expense was $86.1 million for the three months ended June 30, 2025 and increased $0.8 million, or 0.9%, compared to the three months ended June 30, 2024. Depreciation and amortization expense as a percentage of revenues was 22.6% and 21.6% for the three months ended June 30, 2025 and 2024, respectively.

Previous wording

Other expense, net, was $1.4 million for the three months ended March 31, 2025 and consisted primarily of a $4.7 million non-cash loss on fair value adjustment associated with the New MBI Net Option, partially offset by a $3.2 million gain on sale of an equity investment. Other expense, net, was $7.1 million for the three months ended March 31, 2024 and consisted primarily of a $7.2 million non-cash loss on fair value adjustment associated with the Old MBI Net Option.

Current wording

Other expense, net, was $11.4 million for the three months ended June 30, 2025 and consisted primarily of a $15.3 million non-cash loss on fair value adjustment associated with the New MBI Net Option, partially offset by a $3.9 million gain on extinguishments of debt. Other expense, net, was $0.6 million for the three months ended June 30, 2024 and consisted primarily of an $8.4 million non-cash loss on fair value adjustment associated with the Old MBI Net Option, partially offset by a $7.7 million gain related to C-band spectrum relocation funding received from the federal government.

Previous wording

Income tax provision was $0.2 million and $17.6 million for the three months ended March 31, 2025 and 2024, respectively, and our effective tax rate was 0.3% and 22.8% for the three months ended March 31, 2025 and 2024, respectively. The decrease in the effective tax rate was due primarily to an increase in income tax benefits of $9.3 million from higher equity method investment net losses and a $4.1 million decrease in income tax expense due to a reduction in the blended state tax rate in the current quarter.

Current wording

Income tax benefit was $117.6 million and income tax provision was $14.1 million for the three months ended June 30, 2025 and 2024, respectively, and our effective tax rate was (22.0)% and 18.9% for the three months ended June 30, 2025 and 2024, respectively. The decrease in the effective tax rate was due primarily to a decrease in income tax expense of $129.8 million resulting from the asset impairments recognized in the second quarter of 2025.

Previous wording

Equity method investment loss, net, was $57.0 million for the three months ended March 31, 2025 and consisted of our $54.9 million and $3.5 million proportionate share of net losses from our Clearwave Fiber and MBI investments, respectively, partially offset by our $1.4 million proportionate share of net income from our Nextlink investment. Our proportionate share of Clearwave Fiber's net loss included $28.0 million of non-cash impairment charges incurred by Clearwave Fiber. Equity method investment loss, net, was $22.0 million for the three months ended March 31, 2024 and consisted of our $21.7 million and $0.3 million proportionate share of net losses from our Clearwave Fiber and MBI investments, respectively.

Current wording

Equity method investment loss, net, was $77.9 million for the six months ended June 30, 2025 and consisted of our $77.5 million and $3.3 million proportionate share of net losses from our Clearwave Fiber and MBI investments, respectively, partially offset by our $2.9 million proportionate share of net income from our Nextlink investment. Equity method investment loss was $44.3 million for the six months ended June 30, 2024 and consisted of our $42.8 million and $1.6 million proportionate share of net losses from our Clearwave Fiber and MBI investments, respectively.

Previous wording

Unrealized loss on cash flow hedges and other, net of tax, was $15.0 million for the three months ended March 31, 2025 compared to an $18.3 million unrealized gain for the three months ended March 31, 2024. The $33.3 million change was due to a decline in forward interest rates during the three months ended March 31, 2025 compared to an increase in forward interest rates in the prior year period.

Current wording

Unrealized loss on cash flow hedges and other, net of tax, was $25.1 million for the six months ended June 30, 2025 compared to a $17.6 million unrealized gain for the six months ended June 30, 2024. The $42.7 million change was due to due to a decline in forward interest rates during the six months ended June 30, 2025 compared to an increase in forward interest rates in the prior year period.

Previous wording

We use certain measures that are not defined by GAAP to evaluate various aspects of our business. Adjusted EBITDA is a non-GAAP financial measure and should be considered in addition to, not as superior to, or as a substitute for, net income reported in accordance with GAAP. Adjusted EBITDA is reconciled to net income below, the most directly comparable GAAP financial measure.

Current wording

We use certain measures that are not defined by GAAP to evaluate various aspects of our business. Adjusted EBITDA is a non-GAAP financial measure and should be considered in addition to, not as superior to, or as a substitute for, net income (loss) reported in accordance with GAAP. Adjusted EBITDA is reconciled to net income (loss) below, the most directly comparable GAAP financial measure.

Previous wording

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, net equity method investment (income) loss, net other (income) expense and any special items, as applicable, provided in the reconciliation tables below. As such, it eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of our business as well as other non-cash or special items and is unaffected by our capital structure or investment activities. This measure is limited in that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues and our cash cost of debt financing. These costs are evaluated through other financial measures.

Current wording

Adjusted EBITDA is defined as net income (loss) plus net interest expense, income tax provision (benefit), 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, net equity method investment (income) loss, asset impairments, executive search costs, net other (income) expense and any special items, as applicable, provided in the reconciliation tables below. As such, it eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of our business as well as other non-cash or special items and is unaffected by our capital structure or investment activities. This measure is limited in that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues and our cash cost of debt financing. These costs are evaluated through other financial measures.

Previous wording

In December 2024, we amended our agreement with MBI, to, among other things, (i) reinstate the expired call option to acquire the Call Option; (ii) amend the put option to establish the Put Option; (iii) require us to make the Upfront Payment, which was paid on December 20, 2024; and (iv) provide for the other members of MBI to immediately receive, indirectly, the New MBI Debt. The Call Price or Put Price payable by us upon the exercise of the Call Option or Put Option, as applicable, is to be calculated under a formula based on a multiple of MBI’s adjusted earnings before interest, taxes, depreciation and amortization for the twelve-month period ended June 30, 2025, and MBI’s total net indebtedness. The aggregate amount of the Upfront Payment and the impact of the New MBI Debt will reduce the Call Price or Put Price payable upon the exercise of the Call Option or Put Option, as applicable, and the impact of the New MBI Debt (and the associated interest and fees) will be excluded from the calculation of MBI's total net indebtedness for purposes of determining such purchase price. Further, if the closing of the Put Option or Call Option occurs prior to October 1, 2026, the Call Price or Put Price payable will be discounted, from October 1, 2026 to the closing, at a per annum rate of 12%.

Current wording

In December 2024, we amended our agreement with MBI, to, among other things, (i) reinstate the expired call option to acquire the Call Option; (ii) amend the put option to establish the Put Option; (iii) require us to make the Upfront Payment, which was paid on December 20, 2024; and (iv) provide for the other members of MBI to immediately receive, indirectly, the New MBI Debt. The Call Price or Put Price payable by us upon the exercise of the Call Option or Put Option, as applicable, is to be calculated under a formula based on a multiple of MBI’s adjusted EBITDA for the twelve-month period ended June 30, 2025, and MBI’s total net indebtedness. The aggregate amount of the Upfront Payment and the New MBI Debt will reduce the Call Price or Put Price payable upon the exercise of the Call Option or Put Option, as applicable, and the impact of the New MBI Debt (and the associated interest and fees) will be excluded from the calculation of MBI's total net indebtedness for purposes of determining such purchase price. Further, if the closing of the Put Option or Call Option occurs prior to October 1, 2026, the Call Price or Put Price payable will be discounted, from October 1, 2026 to the closing, at a per annum rate of 12%.

Previous wording

MBI's total revenues for the twelve months ended March 31, 2025 were approximately $320 million and MBI had approximately 220,000 residential and business data customers and a network footprint with approximately 710,000 passings as of March 31, 2025. Based on currently available information, if the Call Option or Put Option is exercised, we estimate that (i) the Call Price or Put Price payable by us for the equity interests of MBI that we do not already own will range between approximately $410 million and $510 million; and (ii) MBI’s total net indebtedness that will be outstanding at the time it becomes a wholly-owned subsidiary will be approximately $845 million to $895 million. These estimates are based on MBI’s past performance and current forecasts and are subject to numerous assumptions and risks including, without limitation, factors that could impact MBI’s performance, such as competition, economic conditions, operating performance and other factors described under“Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q. Should the underlying assumptions prove incorrect, or if any of those risks materialize, the actual Call Price or Put Price payable upon the closing of an exercise of the Call Option or Put Option and the amount of MBI’s indebtedness outstanding at that time may differ from the estimated amounts described above.

Current wording

MBI's total revenues for the twelve months ended June 30, 2025 were approximately $320 million and MBI had approximately 210,000 residential and business data customers and a network footprint with approximately 675,000 passings as of June 30, 2025. Based on currently available information, if the Call Option or Put Option is exercised, we estimate that (i) the Call Price or Put Price payable by us for the equity interests of MBI that we do not already own will range between approximately $460 million and $510 million; and (ii) MBI’s total net indebtedness that will be outstanding at the time it becomes a wholly-owned subsidiary will be approximately $845 million to $895 million. These estimates are based on MBI’s past performance and current forecasts and are subject to numerous assumptions and risks including, without limitation, factors that could impact MBI, such as competition, economic conditions, operating performance and other factors described under“Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q. Should the underlying assumptions prove incorrect, or if any of those risks materialize, the actual Call Price or Put Price payable upon the closing of an exercise of the Call Option or Put Option and the amount of MBI’s indebtedness outstanding at that time may differ from the estimated amounts described above.

Previous wording

The $48.4 million year-over-year decrease in net cash provided by operating activities was primarily attributable to unfavorable changes in working capital and a decrease in Adjusted EBITDA.

Current wording

The $59.0 million year-over-year decrease in net cash provided by operating activities was primarily attributable to unfavorable changes in working capital and a decrease in Adjusted EBITDA.

Previous wording

The $13.4 million year-over-year decrease in net cash used in investing activities was due primarily to $10.7 million of proceeds from the sale of an equity investment during the current year and a $4.3 million reduction in cash paid for capital expenditures.

Current wording

The $32.1 million year-over-year decrease in net cash used in investing activities was due primarily to $20.0 million of cash paid for an equity investment in the prior year period that did not recur, $10.7 million of proceeds from the sale of an equity investment during the current year period and a $3.3 million reduction in cash paid for capital expenditures.

Previous wording

The $10.0 million year-over-year decrease in net cash used in financing activities was due primarily to lower debt repayments.

Current wording

The $14.9 million year-over-year decrease in net cash used in financing activities was due primarily to the suspension of the Company's dividend in the second quarter of 2025, partially offset by higher debt repayments.

Previous wording

On May 20, 2022, the Board authorized up to $450.0 million of 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 March 31, 2025. Additional purchases under the Share Repurchase Program may be made from time to time on the open market and in privately negotiated transactions. The size and timing of these purchases are based on a number of factors, including share price and business and market conditions. Since we first became publicly traded in 2015 through March 31, 2025, 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. We did not repurchase any shares during the three months ended March 31, 2025 or 2024.

Current wording

On May 20, 2022, the Board authorized up to $450.0 million of 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 June 30, 2025. Additional purchases under the Share Repurchase Program may be made from time to time on the open market and in privately negotiated transactions. The size and timing of these purchases are based on a number of factors, including share price and business and market conditions. Since we first became publicly traded in 2015 through June 30, 2025, 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. We did not repurchase any shares during the six months ended June 30, 2025 or 2024.

Previous wording

During the first quarter of 2025, the Board approved a quarterly dividend of $2.95 per share of common stock, which was paid on March 7, 2025, resulting in a total dividend distribution of $17.2 million. In the second quarter of 2025, after careful consideration and extensive review of our capital allocation strategy, we have decided to suspend the quarterly cash dividend paid on common shares. This change represents approximately $67 million annually and over $200 million over the next three years that we will be able to allocate to accelerated debt repayment, refinancing support and ongoing investment in organic growth initiatives.

Current wording

In the second quarter of 2025, after careful consideration and extensive review of our capital allocation strategy, we decided to suspend the quarterly cash dividend paid on common shares. This change represents dividend cost savings of approximately $67 million annually, and in excess of $200 million over the next three years. We anticipate being able to allocate these funds to the repayment of debt, refinancing support and ongoing investment in organic growth initiatives.

Previous wording

We repaid $40.0 million of outstanding Revolving Credit Facility borrowings during March 2025. As of March 31, 2025, we had $273.0 million of borrowings under the Revolving Credit Facility that bore interest at an average rate of 6.2% per annum, and had $977.0 million available for borrowing under the Revolving Credit Facility. A summary of our outstanding term loans as of March 31, 2025 is as follows (dollars in thousands):

Current wording

We repaid $85.0 million of outstanding Revolving Credit Facility borrowings and voluntarily prepaid $4.4 million of the outstanding principal of the Term Loan B-4 during the six months ended June 30, 2025. As of June 30, 2025, we had $228.0 million of borrowings under the Revolving Credit Facility that bore interest at an average rate of 6.2% per annum, and had $1.02 billion of committed excess liquidity under the Revolving Credit Facility. A summary of our outstanding term loans as of June 30, 2025 is as follows (dollars in thousands):

Previous wording

In April 2025, we repaid an additional $10.0 million of outstanding Revolving Credit Facility borrowings.

Current wording

In July 2025, we repaid an additional $25.0 million of outstanding Revolving Credit Facility borrowings.

Previous wording

In November 2020, we completed the offering of $650.0 million aggregate principal amount of Senior Notes due 2030. The Senior Notes bear interest at a rate of 4.00% per annum payable semi-annually in arrears on May 15th and November 15th of each year, beginning on May 15, 2021. The 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 our Senior Credit Facilities or that guarantee certain of our Notes in an aggregate principal amount in excess of $250.0 million.

Current wording

In November 2020, we completed the offering of $650.0 million aggregate principal amount of Senior Notes due 2030. The Senior Notes bear interest at a rate of 4.00% per annum payable semiannually in arrears on May 15th and November 15th of each year, beginning on May 15, 2021. 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 guarantee our obligations under our Senior Credit Facilities or that guarantee certain of our Notes in an aggregate principal amount in excess of $250.0 million.

Previous wording

We recorded debt issuance cost amortization of $1.3 million and $1.1 million for the three months ended March 31, 2025 and 2024, respectively, within net interest expense in the condensed consolidated statements of operations and comprehensive income.

Current wording

We recorded debt issuance cost amortization of $1.2 million and $1.1 million for the three months ended June 30, 2025 and 2024, respectively, and $2.5 million and $2.2 million for the six months ended June 30, 2025 and 2024, respectively, within net interest expense in the condensed consolidated statements of operations and comprehensive income (loss).

Previous wording

The unamortized debt discount associated with the Convertible Notes was $6.7 million and $7.7 million as of March 31, 2025 and December 31, 2024, respectively. We recorded debt discount amortization of $1.1 million for both the three months ended March 31, 2025 and 2024 within net interest expense in the condensed consolidated statements of operations and comprehensive income.

Current wording

The unamortized debt discount associated with the Convertible Notes was $5.6 million and $7.7 million as of June 30, 2025 and December 31, 2024, respectively. We recorded debt discount amortization of $1.1 million for both the three months ended June 30, 2025 and 2024, and $2.1 million for both the six months ended June 30, 2025 and 2024 within net interest expense in the condensed consolidated statements of operations and comprehensive income (loss).

Previous wording

We have entered into a letter of credit agreement which provides for an additional $75.0 million of letter of credit issuing capacity, of which $9.8 million was utilized as of March 31, 2025.

Current wording

We have entered into a separate letter of credit agreement which provides for an additional $75.0 million of letter of credit issuing capacity, of which $9.1 million was utilized as of June 30, 2025.

Previous wording

We are party to two interest rate swap agreements to convert our interest payment obligations with respect to an aggregate of $1.2 billion of our variable rate SOFR indebtedness to a fixed rate. Under the first swap agreement, with respect to a notional amount of $850.0 million, our monthly payment obligation is determined at a fixed base rate of 2.595%. Under the second swap agreement, with respect to a notional amount of $350.0 million, our monthly payment obligation is determined at a fixed base rate of 2.691%. Both interest rate swap agreements are scheduled to mature in the first quarter of 2029 but each may be terminated prior to the scheduled maturity at our election or that of the financial institution counterparty under the terms provided in each swap agreement. We recognized income of $5.1 million and $8.2 million on interest rate swaps during the three months ended March 31, 2025 and 2024, respectively, which were reflected within net interest expense in the condensed consolidated statements of operations and comprehensive income.

Current wording

We are party to two interest rate swap agreements to convert our interest payment obligations with respect to an aggregate of $1.2 billion of our variable rate SOFR indebtedness to a fixed rate. Under the first swap agreement, with respect to a notional amount of $850.0 million, our monthly payment obligation is determined at a fixed base rate of 2.595%. Under the second swap agreement, with respect to a notional amount of $350.0 million, our monthly payment obligation is determined at a fixed base rate of 2.691%. Both interest rate swap agreements are scheduled to mature in the first quarter of 2029 but each may be terminated prior to the scheduled maturity at our election or that of the financial institution counterparty under the terms provided in each swap agreement. We recognized income of $5.2 million and $8.2 million on interest rate swaps during the three months ended June 30, 2025 and 2024, respectively, and income of $10.3 million and $16.4 million during the six months ended June 30, 2025 and 2024, respectively, within net interest expense in the condensed consolidated statements of operations and comprehensive income (loss).

Previous wording

Our capital expenditures by category for the three months ended March 31, 2025 and 2024 were as follows (in thousands):

Current wording

Our capital expenditures by category for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):

Previous wording

There have been no material changes to our critical accounting policy and estimate disclosures described in our 2024 Form 10-K.

Current wording

Except as set forth below, there have been no material changes to our critical accounting policy and estimate disclosures described in our 2024 Form 10-K.
Rearranged current paragraphs (10)

Current report — wording carried from elsewhere

Equity method investment loss, net, was $21.0 million for the three months ended June 30, 2025 and consisted primarily of our $22.6 million proportionate share of net loss from our Clearwave Fiber investment, partially offset by our $1.4 million proportionate share of net income from our Nextlink investment. Equity method investment loss was $22.3 million for the three months ended June 30, 2024 and consisted of our $21.1 million and $1.3 million proportionate share of net losses from our Clearwave Fiber and MBI investments, respectively.

Current report — wording carried from elsewhere

Revenues by service offering for the six months ended June 30, 2025 and 2024, together with the percentages of total revenues that each item represented for the periods presented, were as follows (dollars in thousands):

Current report — wording carried from elsewhere

ARPU for the indicated service offerings for the six months ended June 30, 2025 and 2024 were as follows:

Current report — wording carried from elsewhere

Residential video service revenues decreased $18.6 million, or 15.8%, due primarily to a decrease in residential video subscribers, partially offset by a rate adjustment enacted during the first quarter of 2025.

Current report — wording carried from elsewhere

Residential voice service revenues decreased $3.0 million, or 17.8%, due primarily to a decrease in residential voice subscribers.

Current report — wording carried from elsewhere

Business data revenues increased $1.4 million, or 1.2%.

Current report — wording carried from elsewhere

Business other revenues decreased $4.4 million, or 11.8%, due primarily to a decrease in business video subscribers.

Current report — wording carried from elsewhere

Other expense, net, was $12.8 million for the six months ended June 30, 2025 and consisted primarily of a $19.9 million non-cash loss on fair value adjustment associated with the New MBI Net Option, partially offset by a $3.9 million gain on extinguishments of debt and a $3.2 million gain on sale of an equity investment. Other expense, net, was $7.8 million for the six months ended June 30, 2024 and consisted primarily of a $15.6 million non-cash loss on fair value adjustment associated with the Old MBI Net Option, partially offset by a $7.7 million gain related to C-band spectrum relocation funding received from the federal government.

Current report — wording carried from elsewhere

Equity Method Investment Income (Loss), Net

Current report — wording carried from elsewhere

Unrealized Gain (Loss) on Cash Flow Hedges and Other, Net of Tax