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Section 1: 10-Q (FORM 10-Q)

cabo20180630_10q.htm
 

 

Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q 

 

  (Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2018

 

or

 

  ☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 001-36863



 

Cable One, Inc. 

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

13-3060083

(State or Other Jurisdiction of Incorporation or Organization)

 

(I.R.S. Employer Identification No.)

  

210 E. Earll Drive, Phoenix, Arizona

 

85012

(Address of Principal Executive Offices)

 

(Zip Code)

 

(602) 364-6000

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

   

 

 

 

Non-accelerated filer

 

Smaller reporting company

(Do not check if a smaller reporting company)

 

 

 
   

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐ No ☑

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date:

 

Description of Class  Shares Outstanding as of August 6, 2018
Common stock, par value $0.01 5,703,114

 

 

 

 

CABLE ONE, INC.

FORM 10-Q

 TABLE OF CONTENTS

 

PART I:  FINANCIAL INFORMATION  

   1

 

 

Item 1.     Condensed Consolidated Financial Statements    

 1

 

 

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

   20

 

 

Item 3.     Quantitative and Qualitative Disclosures About Market Risk   

  33

 

 

Item 4.     Controls and Procedures  

   34

 

 

PART II: OTHER INFORMATION   

  34

 

 

Item 1.     Legal Proceedings  

   34

 

 

Item 1A.  Risk Factors  

   34

 

 

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds  

   35

 

 

Item 3.     Defaults Upon Senior Securities   

  35

 

 

Item 4.     Mine Safety Disclosures   

  35

 

 

Item 5.     Other Information   

  35

 

 

Item 6.     Exhibits  

   35

 

 

SIGNATURES    

 37

 

i

 

 

PART I:  FINANCIAL INFORMATION

 

ITEM 1.     CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

CABLE ONE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

(in thousands, except par value and share data)

 

June 30, 2018

   

December 31, 2017

 

Assets

               

Current Assets:

               

Cash and cash equivalents

  $ 203,522     $ 161,752  

Accounts receivable, net

    34,281       29,930  

Income taxes receivable

    9,013       21,331  

Prepaid and other current assets

    18,104       10,898  

Total Current Assets

    264,920       223,911  

Property, plant and equipment, net

    819,734       831,892  

Intangible assets, net

    959,817       965,745  

Goodwill

    172,129       172,129  

Other noncurrent assets

    11,458       10,955  

Total Assets

  $ 2,228,058     $ 2,204,632  
                 

Liabilities and Stockholders' Equity

               

Current Liabilities:

               

Accounts payable and accrued liabilities

  $ 94,444     $ 117,855  

Deferred revenue

    18,791       15,008  

Current portion of long-term debt

    17,500       14,375  

Total Current Liabilities

    130,735       147,238  

Long-term debt

    1,151,915       1,160,682  

Deferred income taxes

    216,713       207,154  

Other noncurrent liabilities

    12,762       13,111  

Total Liabilities

    1,512,125       1,528,185  
                 

Commitments and contingencies (refer to note 14)

               
                 

Stockholders' Equity

               

Preferred stock ($0.01 par value; 4,000,000 shares authorized; none issued or outstanding)

    -       -  

Common stock ($0.01 par value; 40,000,000 shares authorized; 5,887,899 shares issued; and 5,703,337 and 5,731,442 shares outstanding as of June 30, 2018 and December 31, 2017, respectively)

    59       59  

Additional paid-in capital

    33,256       28,412  

Retained earnings

    792,784       728,386  

Accumulated other comprehensive loss

    (351 )     (352 )

Treasury stock, at cost (184,562 and 156,457 shares held as of June 30, 2018 and December 31, 2017, respectively)

    (109,815 )     (80,058 )

Total Stockholders' Equity

    715,933       676,447  

Total Liabilities and Stockholders' Equity

  $ 2,228,058     $ 2,204,632  

 

See accompanying notes to the condensed consolidated financial statements.

 

1

Table of Contents

 

 

CABLE ONE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 

(in thousands, except per share and share data)

 

2018

   

2017

   

2018

   

2017

 

Revenues

  $ 268,414     $ 240,991     $ 534,175     $ 448,425  

Costs and expenses

                               

Operating (excluding depreciation and amortization)

    91,783       84,048       186,522       153,131  

Selling, general and administrative

    54,196       50,965       105,145       97,349  

Depreciation and amortization

    49,033       48,022       97,811       87,558  

(Gain) loss on disposal of assets, net

    2,734       462       9,368       (5,686 )

Total costs and expenses

    197,746       183,497       398,846       332,352  

Income from operations

    70,668       57,494       135,329       116,073  

Interest expense

    (14,953 )     (11,782 )     (29,676 )     (19,389 )

Other income (expense), net

    882       (322 )     1,499       (35 )

Income before income taxes

    56,597       45,390       107,152       96,649  

Income tax provision

    12,812       17,530       22,714       36,674  

Net income

  $ 43,785     $ 27,860     $ 84,438     $ 59,975  
                                 

Net income per common share:

                               

Basic

  $ 7.70     $ 4.91     $ 14.83     $ 10.56  

Diluted

  $ 7.65     $ 4.85     $ 14.73     $ 10.45  

Weighted average common shares outstanding:

                               

Basic

    5,687,095       5,678,394       5,694,774       5,677,411  

Diluted

    5,722,869       5,745,617       5,732,634       5,740,837  
                                 

Other comprehensive gain (loss), net of tax

    -       2       1       4  

Comprehensive income

  $ 43,785     $ 27,862     $ 84,439     $ 59,979  
                                 

Dividends declared per common share

  $ 1.75     $ 1.50     $ 3.50     $ 3.00  

 

See accompanying notes to the condensed consolidated financial statements.

 

2

Table of Contents

 

 

CABLE ONE, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(Unaudited)

 

                   

Additional

           

Treasury

   

Accumulated Other

   

Total

 
   

Common Stock

   

Paid-In

   

Retained

   

Stock,

   

Comprehensive

   

Stockholders’

 

(in thousands, except share data)

 

Shares

   

Amount

   

Capital

   

Earnings

   

at cost

   

Loss

   

Equity

 

Balance at December 31, 2017

    5,731,442     $ 59     $ 28,412     $ 728,386     $ (80,058 )   $ (352 )   $ 676,447  

Net income

    -       -       -       84,438       -       -       84,438  

Changes in pension, net of tax

    -       -       -       -       -       1       1  

Equity-based compensation

    -       -       4,844       -       -       -       4,844  

Issuance of equity awards, net of forfeitures

    15,693       -       -       -       -       -       -  

Repurchases of common stock

    (34,028 )     -       -       -       (22,556 )     -       (22,556 )

Withholding tax for equity awards

    (9,770 )     -       -       -       (7,201 )     -       (7,201 )

Dividends paid to stockholders

    -       -       -       (20,040 )     -       -       (20,040 )

Balance at June 30, 2018

    5,703,337     $ 59     $ 33,256     $ 792,784     $ (109,815 )   $ (351 )   $ 715,933  

 

See accompanying notes to the condensed consolidated financial statements.

 

3

Table of Contents

 

 

CABLE ONE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   

Six Months Ended June 30,

 

(in thousands)

 

2018

   

2017

 

Cash flows from operating activities:

               

Net income

  $ 84,438     $ 59,975  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation and amortization

    97,811       87,558  

Amortization of debt issuance cost

    2,012       1,191  

Equity-based compensation

    4,844       4,845  

Write-off of debt issuance costs

    110       613  

Change in deferred income taxes

    9,559       6,719  

(Gain) loss on disposal of assets, net

    9,368       (5,686 )

Changes in operating assets and liabilities, net of effects from acquisitions:

               

Accounts receivable, net

    (4,351 )     2,263  

Income taxes receivable

    12,318       (11,992 )

Prepaid and other current assets

    (7,206 )     (1,247 )

Accounts payable and accrued liabilities

    (15,439 )     (14,073 )

Deferred revenue

    3,783       181  

Other noncurrent assets and liabilities, net

    (645 )     512  

Net cash provided by operating activities

    196,602       130,859  
                 

Cash flows from investing activities:

               

Purchase of business, net of cash acquired

    -       (728,783 )

Capital expenditures

    (90,868 )     (76,430 )

Change in accrued expenses related to capital expenditures

    (2,517 )     (1,505 )

Proceeds from sales of property, plant and equipment

    1,569       10,912  

Net cash used in investing activities

    (91,816 )     (795,806 )
                 

Cash flows from financing activities:

               

Proceeds from issuance of long-term debt

    -       750,000  

Payment of debt issuance costs

    (2,131 )     (15,224 )

Payments on long-term debt

    (5,633 )     (95,008 )

Repurchases of common stock

    (22,556 )     (399 )

Payment of withholding tax for equity awards

    (7,201 )     (438 )

Dividends paid to stockholders

    (20,040 )     (17,165 )

Change in cash overdraft

    (5,455 )     (5,066 )

Net cash provided by (used in) financing activities

    (63,016 )     616,700  
                 

Change in cash and cash equivalents

    41,770       (48,247 )

Cash and cash equivalents, beginning of period

    161,752       138,040  

Cash and cash equivalents, end of period

  $ 203,522     $ 89,793  
                 

Supplemental cash flow disclosures:

               

Cash paid for interest, net of capitalized interest

  $ 27,924     $ 14,031  

Cash paid for income taxes, net of refunds received

  $ 1,293     $ 41,947  

 

See accompanying notes to the condensed consolidated financial statements.

 

4

Table of Contents

 

CABLE ONE, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

1.

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

 

Description of Business. Cable One, Inc. (“Cable One”) owns and operates cable systems that provide data, video and voice services to residential and commercial subscribers in 21 Western, Midwestern and Southern states of the United States. As of June 30, 2018, Cable One provided service to 653,876 data customers, 340,112 video customers and 129,683 voice customers.

 

On May 1, 2017, Cable One completed the acquisition of all of the outstanding equity interests of RBI Holding LLC (“NewWave”), which became a wholly owned subsidiary of Cable One. Refer to note 4 for details on the transaction and note 8 for details on the related financing.

 

Unless otherwise stated or the context otherwise indicates, all references in this Quarterly Report on Form 10-Q to “Cable One,” “us,” “our,” “we” or the “Company” refer to Cable One, Inc. and its wholly owned subsidiaries.

 

Basis of Presentation. The condensed consolidated financial statements and accompanying notes thereto have been prepared in accordance with: (i) generally accepted accounting principles in the United States (“GAAP”) for interim financial information; and (ii) the guidance of Rule 10-01 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for financial statements required to be filed with the Securities and Exchange Commission (the “SEC”). As permitted under such guidance, certain notes and other financial information normally required by GAAP have been omitted. Management believes the condensed consolidated financial statements reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position, results of operations and cash flows as of and for the periods presented herein. These condensed consolidated financial statements are unaudited and should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 1, 2018 (the “2017 Form 10-K”).

 

The December 31, 2017 year-end balance sheet data presented herein was derived from the Company’s audited consolidated financial statements included in the 2017 Form 10-K, but does not include all disclosures required by GAAP. The Company’s interim results of operations may not be indicative of its future results.

 

Principles of Consolidation. The condensed consolidated financial statements include the accounts of the Company, including its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

 

Segment Reporting. Accounting Standard Codification (“ASC”) 280 - Segment Reporting requires the disclosure of factors used to identify an entity’s reportable segments. The Company’s operations are organized and managed on the basis of cable systems within its geographic regions. Each cable system derives revenues from the delivery of similar products and services to a customer base that is also similar. Each cable system deploys similar technology to deliver the Company’s products and services, operates within a similar regulatory environment, has similar economic characteristics and is managed by the Company’s chief operating decision maker as part of an aggregate of all cable systems. Management evaluated the criteria for aggregation under ASC 280 and has concluded that the Company meets each of the respective criteria set forth therein. Accordingly, management has identified one reportable segment.

 

Use of Estimates. The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported herein. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates and underlying assumptions.

 

Revenue Recognition. The Company recognizes revenue in accordance with ASC 606 - Revenue from Contracts with Customers. Residential revenues are generated through individual and bundled subscriptions for data, video and voice services on month to month terms, without penalty for cancellation. As bundled subscriptions are typically offered at discounted rates, the sales price is allocated amongst the respective product lines based on the relative selling price at which each service is sold under standalone service agreements. Business revenues are generated through individual and bundled subscriptions for data, video and voice services under contracts with terms ranging from one month to several years.

 

5

 

The Company also generally receives an allocation of scheduled advertising time as part of its distribution agreements with cable and broadcast networks, which the Company sells to local, regional and national advertisers under contracts with terms that are typically less than one year. In most instances, the available advertising time is sold directly by the Company’s internal sales force. As the Company is acting as principal in these arrangements, the advertising that is sold is reported as revenue on a gross basis. In instances where advertising time is sold by contracted third-party agencies, the Company is not acting as principal and the advertising sold is therefore reported net of agency fees. Advertising revenues are recognized when the related advertisements are aired.

 

The unit of account for revenue recognition is a performance obligation, which is a requirement to transfer a distinct good or service to a customer. Customers are billed for the services to which they subscribe based upon published or contracted rates, with the sales price being allocated to each performance obligation. For arrangements with multiple performance obligations, the sales price is allocated based on the relative standalone selling price for each subscribed service. Generally performance obligations are satisfied, and revenue is recognized, over the period of time in which customers simultaneously receive and consume the Company’s defined performance obligations, which are delivered in a similar pattern of transfer. Advertising revenue is recognized at the point in time when the underlying performance obligation is complete.

 

The Company also incurs certain incremental costs to acquire residential and business customers, such as commission costs and third-party costs to service specific customers. These costs are capitalized as contract assets and amortized over the applicable period. For commissions, the amortization period is the average customer tenure, which is approximately five years for both residential and business customers. All other costs are amortized over the requisite contract period.

 

Recently Adopted Accounting Pronouncements. In May 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in accordance with ASC 718. The ASU was effective January 1, 2018. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements, but may have an impact in the future.

 

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 removes step two of the previous goodwill impairment test under ASC 350 and replaces it with a simplified model. Under the simplified model, goodwill impairment will be calculated as the difference between the carrying amount of a reporting unit and its fair value, but not to exceed the carrying amount of goodwill. The amount of any impairment under the simplified model may differ from what would have been recognized under the previous two-step test. The ASU is effective for annual and any interim impairment tests performed for periods beginning after December 15, 2019, with early adoption permitted. The Company elected to early adopt the standard on January 1, 2018. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements, but may have an impact in the future.

 

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The purpose of the amendment is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The ASU was effective January 1, 2018. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements as no asset acquisitions or business combinations have occurred since the effective date, but may have an impact in the future.

 

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The guidance clarifies the way in which certain cash receipts and cash payments should be classified within the consolidated statements of cash flows and also how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. ASU 2016-15 was effective January 1, 2018. The adoption of this guidance did not have a material impact on the classification of any cash flows within the Company’s consolidated statements of cash flows, but may have an impact in the future.

 

6

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 provides new guidance related to how an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard provides a single principles-based, five step model to be applied to all contracts with customers: (i) identify the contract(s) with the customer, (ii) identify the performance obligation(s) in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligation(s) in the contract and (v) recognize revenue when each performance obligation is satisfied. The updated guidance also requires additional disclosures regarding the nature and timing of revenue recognition as well as any uncertainty surrounding potential revenue recognition. The Company adopted the updated guidance on January 1, 2018 on a full retrospective basis, which required all periods presented to reflect the impact of the updated guidance. Upon adoption, the Company also implemented changes in the presentation of certain revenues and expenses, which resulted in the deferral of all business installation revenues and residential and business customer acquisition costs, to be recognized over a period of time instead of immediately. The adoption of the new standard did not have a material impact on the Company’s consolidated financial statements for any period presented. Refer to note 3 for further details of the impact on the Company’s 2017 consolidated financial statements and the requisite disclosures pertaining to the transition to the new standard.

 

Recently Issued But Not Yet Adopted Accounting Pronouncements. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The update is effective for the first quarter of 2019, with early adoption permitted. The Company does not expect ASU 2018-07 to have a material impact on the Company’s consolidated financial statements upon adoption, but it may have an impact in the future.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to record most of their leases on the balance sheet as a right-of-use asset and a corresponding lease liability. The Company will be required to classify each separate lease component as an operating or finance lease at the lease commencement date. Initial measurement of the right-of-use asset and lease liability is the same for both operating and finance leases, however, expense recognition and amortization of the right-of-use asset differs. Operating leases will reflect lease expense on a straight-line basis similar to current operating leases while finance leases will reflect a front-loaded expense pattern similar to current capital leases. ASU 2016-02 is effective for the first quarter of 2019, with early adoption permitted. The adoption of this update will result in an increase to the Company’s asset and liability balances due to new and existing operating leases being recorded on the balance sheet. The Company continues to evaluate the quantitative impact of adopting this guidance on its consolidated financial statements.

 

 

2.

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

 

As previously disclosed in note 2 to the Company’s consolidated financial statements included in the 2017 Form 10-K, the Company changed its accounting for the capitalization of certain internal labor and related costs associated with construction and customer installation activities commencing in the first quarter of 2017. The Company initially classified the entire change as a change in accounting estimate. During the fourth quarter of 2017, the Company determined that a portion of what had previously been reflected as a change in estimate should have been categorized as a change in accounting principle, a portion was determined to be a correction of an error and a portion remained a change in estimate. The changes determined to be a change in estimate or change in accounting principle were applied prospectively for all of 2017.

 

The Company estimates that the change in principle resulted in a decrease in operating expenses (excluding depreciation and amortization) of approximately $3.6 million and $3.8 million, a decrease in selling, general and administrative expenses of approximately $0.1 million and $0.1 million and an increase in depreciation and amortization expense of $0.7 million and $0.2 million for the three months ended June 30, 2018 and 2017, respectively, compared to the results under the prior principle. The Company estimates that the change in principle resulted in a decrease in operating expenses (excluding depreciation and amortization) of approximately $7.5 million and $7.7 million, a decrease in selling, general and administrative expenses of approximately $0.1 million and $0.1 million and an increase in depreciation and amortization expense of $1.4 million and $0.5 million for the six months ended June 30, 2018 and 2017, respectively, compared to the results under the prior principle.

 

Although the Company determined the error to be immaterial to its previously issued financial statements, the cumulative effect of the error would have been material if corrected in 2017. Therefore, as disclosed in the 2017 Form 10-K, the Company revised its historical consolidated financial statements to properly reflect the impact of the labor capitalization, including the related impact to depreciation expense and income taxes. In connection with this revision, the Company also corrected for other previously identified immaterial errors. The condensed consolidated financial statements for the three and six months ended June 30, 2017 included in this Quarterly Report on Form 10-Q have been similarly revised to reflect the correction of these errors and should be read in conjunction with note 2 and note 17 in the 2017 Form 10-K.

 

7

 

The following tables present the effect of the revision on the condensed consolidated financial statements for the three and six months ended June 30, 2017 (in thousands, except per share data):

 

   

Three Months Ended June 30, 2017

 
   

As Reported

   

Adjustment

   

As Revised

 

Condensed Consolidated Statement of Operations and Comprehensive Income Information

 

Costs and expenses

                       

Depreciation and amortization

  $ 46,890     $ 1,132     $ 48,022  

Total costs and expenses

    182,395       1,132       183,527  

Income from operations

    58,647       (1,132 )     57,515  

Income before income taxes

    46,543       (1,132 )     45,411  

Income tax provision

    17,967       (430 )     17,537  

Net income

  $ 28,576     $ (702 )   $ 27,874  
                         

Net income per common share:

                       

Basic

  $ 5.03     $ (0.12 )   $ 4.91  

Diluted

  $ 4.97     $ (0.12 )   $ 4.85  
                         

Comprehensive income

  $ 28,578     $ (702 )   $ 27,876  

 

   

Six Months Ended June 30, 2017

 
   

As Reported

   

Adjustment

   

As Revised

 

Condensed Consolidated Statement of Operations and Comprehensive Income Information

 

Costs and expenses

                       

Selling, general and administrative

  $ 96,927     $ 523     $ 97,450  

Depreciation and amortization

    85,295       2,263       87,558  

Total costs and expenses

    329,468       2,787       332,255  

Income from operations

    119,001       (2,787 )     116,214  

Income before income taxes

    99,577       (2,787 )     96,790  

Income tax provision

    37,787       (1,059 )     36,728  

Net income

  $ 61,790     $ (1,728 )   $ 60,062  
                         

Net income per common share:

                       

Basic

  $ 10.88     $ (0.30 )   $ 10.58  

Diluted

  $ 10.76     $ (0.30 )   $ 10.46  
                         

Comprehensive income

  $ 61,794     $ (1,728 )   $ 60,066  
                         

Condensed Consolidated Statement of Cash Flows Information

 

Net income

  $ 61,790     $ (1,728 )   $ 60,062  

Depreciation and amortization

    85,295       2,263       87,558  

Change in accounts receivable, net

    1,741       522       2,263  

Change in deferred income taxes

    7,832       (1,059 )     6,773  

Net cash provided by operating activities

  $ 130,859     $ -     $ 130,859  

 

8

 

 

3.

ADOPTION OF NEW REVENUE RECOGNITION STANDARD

 

The Company adopted ASC 606 on January 1, 2018 using the full retrospective method, resulting in a recasting of prior period consolidated financial statements. The adoption resulted in the deferral of all business installation revenues and residential and business customer acquisition costs, to be recognized over a period of time, instead of immediately. The impact of the ASC 606 adoption on the comparative 2017 condensed consolidated financial statements was as follows (in thousands, except per share data):

 

   

December 31, 2017

 
   

As Reported

   

ASC 606

Adjustment

   

As Recasted

 

Condensed Consolidated Balance Sheet Information

                       

Assets

                       

Current Assets:

                       

Accounts receivable, net

  $ 51,141     $ (21,211 )   $ 29,930  

Prepaid and other current assets

    8,160       2,738       10,898  

Total Current Assets

    242,384       (18,473 )     223,911  

Other noncurrent assets

    6,179       4,776       10,955  

Total Assets

  $ 2,218,329     $ (13,697 )   $ 2,204,632  
                         

Liabilities and Stockholders' Equity

                       

Current Liabilities:

                       

Accounts payable and accrued liabilities

  $ 117,963     $ (108 )   $ 117,855  

Deferred revenue

    38,266       (23,258 )     15,008  

Total Current Liabilities

    170,604       (23,366 )     147,238  

Deferred income taxes

    205,636       1,518       207,154  

Other noncurrent liabilities

    9,991       3,120       13,111  

Total Liabilities

    1,546,913       (18,728 )     1,528,185  
                         

Stockholders' Equity

                       

Retained earnings

    723,354       5,032       728,386  

Total Stockholders' Equity

    671,416       5,031       676,447  

Total Liabilities and Stockholders' Equity

  $ 2,218,329     $ (13,697 )   $ 2,204,632  

 

   

Three Months Ended June 30, 2017

 
   

As Reported

/ Revised (1)

   

ASC 606

Adjustment

   

As Recasted

 

Condensed Consolidated Statement of Operations and Comprehensive Income Information

 

Revenues

  $ 241,042     $ (51 )   $ 240,991  

Costs and expenses

                       

Operating (excluding depreciation and amortization)

    83,849       199       84,048  

Selling, general and administrative

    51,194       (229 )     50,965  

Total costs and expenses

    183,527       (30 )     183,497  

Income from operations

    57,515       (21 )     57,494  

Income before income taxes

    45,411       (21 )     45,390  

Income tax provision

    17,537       (7 )     17,530  

Net income

  $ 27,874     $ (14 )   $ 27,860  
                         

Net income per common share:

                       

Basic

  $ 4.91     $ -     $ 4.91  

Diluted

  $ 4.85     $ -     $ 4.85  
                         

Comprehensive income

  $ 27,876     $ (14 )   $ 27,862  

_________

(1)

Refer to note 2 for details regarding the revision. 

 

9

 

   

Six Months Ended June 30, 2017

 
   

As Reported/

Revised (1)

   

ASC 606

Adjustment

   

As Recasted

 

Condensed Consolidated Statement of Operations and Comprehensive Income Information

 

Revenues

  $ 448,469     $ (44 )   $ 448,425  

Costs and expenses

                       

Operating (excluding depreciation and amortization)

    152,932       199       153,131  

Selling, general and administrative

    97,450       (101 )     97,349  

Total costs and expenses

    332,255       97       332,352  

Income from operations

    116,214       (141 )     116,073  

Income before income taxes

    96,790       (141 )     96,649  

Income tax provision

    36,728       (54 )     36,674  

Net income

  $ 60,062     $ (87 )   $ 59,975  
                         

Net income per common share:

                       

Basic

  $ 10.58     $ (0.02 )   $ 10.56  

Diluted

  $ 10.46     $ (0.01 )   $ 10.45  
                         

Comprehensive income

  $ 60,066     $ (87 )   $ 59,979  
                         

Condensed Consolidated Statement of Cash Flows Information

                       

Net income

  $ 60,062     $ (87 )   $ 59,975  

Change in deferred income taxes

    6,773       (54 )     6,719  

Change in deferred revenue

    89       92       181  

Change in other noncurrent assets and liabilities, net

    462       50       512  

Net cash provided by operating activities

  $ 130,859     $ -     $ 130,859  

_________

(1)

Refer to note 2 for details regarding the revision. 

 

The adoption of ASC 606 did not result in any changes to previously reported total net cash flows from operating, financing or investing activities.

 

A summary of changes in timing and presentation to the Company’s historical consolidated financial statements is presented below:

 

The net decrease in total assets reflects a decrease in accounts receivable to remove amounts billed to customers for which the associated performance obligations have not yet been satisfied, partially offset by the deferral of incremental costs incurred to obtain customers, which were historically expensed immediately.

 

The net decrease in total liabilities reflects a decrease in deferred revenue to remove amounts billed to customers for which the associated performance obligations have not yet been satisfied, partially offset by the recognition of deferred revenue related to certain up-front and installation fees collected from business customers, which were historically recognized when billed and the net tax effect of establishing additional deferred assets and liabilities.

 

The changes in revenues and expenses are a result of the deferred recognition of incremental customer acquisition costs and up-front and installation business services fees over a period of time, compared to the historical treatment of immediate recognition.

 

 

4.

NEWWAVE ACQUISITION

 

On May 1, 2017, the Company acquired all of the outstanding equity interests in NewWave for $740.2 million in cash on a debt-free basis. Refer to note 8 for details regarding the financing of the transaction. NewWave was a cable operator providing data, video and voice services to residential and business customers throughout non-urban areas of Arkansas, Illinois, Indiana, Louisiana, Mississippi, Missouri and Texas. Cable One and NewWave shared similar strategies, customer demographics, and products. Accordingly, the acquisition of NewWave offers the Company opportunities for revenue growth and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) margin expansion as well as the potential to realize cost synergies.

 

10

 

The following table summarizes the allocation of the purchase price consideration as of the acquisition date, reflecting all measurement period adjustments recorded in 2017 (in thousands):

 

   

Purchase Price

Allocation

 

Assets Acquired

       

Cash and cash equivalents

  $ 12,220  

Accounts receivable

    15,027  

Prepaid and other current assets

    2,286  

Property, plant and equipment

    192,234  

Intangible assets

    476,300  

Other noncurrent assets

    1,184  

Total Assets Acquired

    699,251  
         

Liabilities Assumed

       

Accounts payable and accrued liabilities

    25,125  

Deferred revenue

    14,516  

Deferred income taxes

    6,644  

Total Liabilities Assumed

    46,285  
         

Net Assets Acquired

    652,966  

Purchase price consideration

    740,166  

Goodwill Recognized

  $ 87,200  

 

The measurement period ended on April 30, 2018 and no measurement period adjustments were recorded during 2018.

 

 

5.

REVENUES

 

The Company’s revenues by product line were as follows (in thousands):   

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2018

   

2017

   

2018

   

2017

 

Residential

                               

Data

  $ 122,471     $ 103,497     $ 242,330     $ 194,018  

Video

    87,462       84,873       176,219       157,328  

Voice

    10,504       11,417       21,176       21,284  

Business services

    38,485       32,493       76,177       59,461  

Advertising sales

    5,916       5,970       11,158       11,592  

Other

    3,576       2,741       7,115       4,742  

Total revenues

  $ 268,414     $ 240,991     $ 534,175     $ 448,425  

 

Fees imposed on the Company by various governmental authorities are passed through monthly to the Company’s customers and are periodically remitted to authorities. These fees were $4.1 million and $4.0 million for the three months ended June 30, 2018 and 2017, respectively, and $8.2 million and $7.5 million for the six months ended June 30, 2018 and 2017, respectively. Further, as the Company acts as principal, these fees are reported in video revenues on a gross basis with corresponding expenses included within operating expenses in the condensed consolidated statements of operations and comprehensive income.

 

Other revenues are comprised primarily of customer late charges and reconnect fees.

 

A significant portion of the Company’s revenues is derived from customers who may cancel their subscriptions at any time without penalty. As such, the amount of deferred revenue related to unsatisfied performance obligations is not necessarily indicative of the future revenue to be recognized from the Company’s existing customers. Revenues from customers with contractually specified terms and non-cancelable service periods are recognized over the terms of the underlying contracts, which generally range from one to five years.

 

Contract Costs. The Company capitalizes the incremental costs incurred in obtaining customers, such as commission costs and certain third-party costs. Commission expense is recognized using a portfolio approach over the calculated average residential and business customer tenure. Deferred commissions totaled $7.7 million and $7.5 million as of June 30, 2018 and December 31, 2017, respectively, and were included within prepaid and other current assets and other noncurrent assets in the condensed consolidated balance sheets. Commission amortization expense was $0.9 million for both the three months ended June 30, 2018 and 2017 and $1.7 million for both the six months ended June 30, 2018 and 2017 and was included in selling, general and administrative expenses within the condensed consolidated statements of operations and comprehensive income. Deferred commissions of $2.8 million included within prepaid and other current assets as of June 30, 2018 are expected to be amortized over the next 12 months.

 

11

 

Contract Liabilities. As residential and business customers are billed for subscription services in advance of the service period, the timing of revenue recognition differs from the timing of billing. Deferred revenue liabilities are recorded when the Company collects payments in advance of providing the associated services. Current deferred revenue liabilities, consisting of refundable customer prepayments, up-front charges and installation fees, were $18.8 million and $15.0 million as of June 30, 2018 and December 31, 2017, respectively. Noncurrent deferred revenue liabilities, consisting of up-front charges and installation fees from business customers, were $2.5 million and $3.1 million as of June 30, 2018 and December 31, 2017, respectively, and were included within other noncurrent liabilities in the condensed consolidated balance sheets.

 

Significant Judgments. The Company often provides multiple services to a single customer. The provision of customer premise equipment, installation services and service upgrades may be highly integrated and interdependent with the data, video or voice services provided. Judgment is required to determine whether the provision of such customer premise equipment, installation services and service upgrades is considered distinct and accounted for separately, or not distinct and accounted for together with the related subscription service.

 

The transaction price for a bundle of services is frequently less than the sum of the standalone selling prices of each individual service. The Company allocates the sales price for such bundles to each individual service provided based on the relative standalone selling price for each subscribed service. Standalone selling prices of the Company’s residential data and video services are directly observable, while standalone selling prices for the Company’s residential voice services are estimated using the adjusted market assessment approach, which relies upon information from peer companies who sell residential voice services individually.

 

The Company also uses significant judgment to determine the appropriate period over which to amortize deferred residential and business commission costs, which was determined to be the average customer tenure. Based on historical data and current expectations, the Company determined the average customer tenure for both residential and business customers to be approximately five years.

 

 

6.

PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment consisted of the following (in thousands):  

 

   

June 30, 2018

   

December 31, 2017

 

Cable distribution systems

  $ 1,370,420     $ 1,329,451  

Customer premise equipment

    201,578       200,175  

Other equipment and fixtures

    385,033       378,968  

Buildings and leasehold improvements

    96,898       95,314  

Capitalized software

    94,399       89,773  

Construction in progress

    66,089       67,564  

Land

    11,615       11,585  

Property, plant and equipment, gross

    2,226,032       2,172,830  

Less: Accumulated depreciation

    (1,406,298 )     (1,340,938 )

Property, plant and equipment, net

  $ 819,734     $ 831,892  

 

Depreciation expense was $46.0 million and $45.9 million for the three months ended June 30, 2018 and 2017, respectively, and $92.1 million and $85.4 million for the six months ended June 30, 2018 and 2017, respectively.

 

In January 2017, a portion of the Company's previous headquarters building and adjoining property was sold for $10.1 million in gross proceeds and the Company recognized a related gain of $6.6 million. The remaining property’s carrying value of $4.6 million is included in other noncurrent assets in the condensed consolidated balance sheets as assets held for sale at both June 30, 2018 and December 31, 2017.

 

12

 

 

7.

GOODWILL AND INTANGIBLE ASSETS

 

The carrying amount of goodwill at both June 30, 2018 and December 31, 2017 was $172.1 million and reflected $87.2 million of goodwill associated with the NewWave acquisition. The Company has not historically recorded any impairment of goodwill.

 

 

Intangible assets (excluding goodwill) consisted of the following (dollars in thousands):   

 

                           

June 30, 2018

 
   

Useful

   

Gross

           

Net

 
   

Life

   

Carrying

   

Accumulated

   

Carrying

 
   

Range (years)

   

Amount

   

Amortization

   

Amount

 

Finite-Lived Intangible Assets

                                               

Cable franchise renewals and access rights

    1       -       25     $ 2,931     $ 2,883     $ 48  

Customer relationships

            14               160,000       13,333       146,667  

Trademarks and trade names

            2.7               1,300       569       731  

Total Finite-Lived Intangible Assets

                          $ 164,231     $ 16,785     $ 147,446  
                                                 

Indefinite-Lived Intangible Assets

                                               

Franchise agreements

                          $ 812,371                  

 

                           

December 31, 2017

 
   

Useful

   

Gross

           

Net

 
   

Life

   

Carrying

   

Accumulated

   

Carrying

 
   

Range (years)

   

Amount

   

Amortization

   

Amount

 

Finite-Lived Intangible Assets

                                               

Cable franchise renewals and access rights

    1       -       25     $ 4,138     $ 3,886     $ 252  

Customer relationships

            14               160,000       7,619       152,381  

Trademarks and trade names

            2.7               1,300       325       975  

Total Finite-Lived Intangible Assets

                          $ 165,438     $ 11,830     $ 153,608  
                                                 

Indefinite-Lived Intangible Assets

                                               

Franchise agreements

                          $ 812,137                  

 

Intangible asset amortization expense was $3.0 million and $2.1 million for the three months ended June 30, 2018 and 2017, respectively, and $5.7 million and $2.2 million for the six months ended June 30, 2018 and 2017, respectively.

 

As of June 30, 2018, the future amortization of intangible assets was as follows (in thousands):

 

Year Ending December 31,

 

Amount

 

2018 (remaining six months)

  $ 5,963  

2019

    11,925  

2020

    11,437  

2021

    11,436  

2022

    11,433  

Thereafter

    95,252  

Total

  $ 147,446  

 

Actual amortization expense in future periods may differ from the amounts above as a result of new intangible asset acquisitions or divestitures, changes in useful life estimates, impairments or other relevant factors.

 

 

8.

LONG-TERM DEBT

 

The carrying amount of long-term debt consisted of the following (in thousands):

 

   

June 30, 2018

   

December 31, 2017

 

Notes

  $ 450,000     $ 450,000  

Senior Credit Facilities

    738,750       744,375  

Capital lease obligation

    259       267  

Total debt

    1,189,009       1,194,642  

Less unamortized debt issuance costs

    (19,594 )     (19,585 )

Less current portion

    (17,500 )     (14,375 )

Total long-term debt

  $ 1,151,915     $ 1,160,682  

 

13

 

Notes. On June 17, 2015, the Company issued $450 million aggregate principal amount of 5.75% senior unsecured notes due 2022 (the “Notes”). The Notes mature on June 15, 2022 and interest is payable on June 15th and December 15th of each year. The Notes were issued pursuant to an indenture dated as of June 17, 2015 (the “Indenture”). The Indenture provides for early redemption of the Notes, at the option of the Company, at the prices and subject to the terms specified in the Indenture. The Indenture includes certain covenants relating to debt incurrence, liens, restricted payments, asset sales and transactions with affiliates, changes in control and mergers or sales of all or substantially all of the Company’s assets. The Indenture also provides for customary events of default (subject, in certain cases, to customary grace periods).

 

Senior Credit Facilities. On June 30, 2015, the Company entered into a Credit Agreement (the “Credit Agreement”) among the Company, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, and the other agents party thereto. The Credit Agreement provided for a five-year revolving credit facility in an aggregate principal amount of $200 million (the “Revolving Credit Facility”) and a five-year term loan facility in an aggregate principal amount of $100 million (the “Term Loan Facility”). Concurrently with its entry into the Credit Agreement, the Company borrowed the full amount of the Term Loan Facility. The Revolving Credit Facility also gives the Company the ability to issue letters of credit, which reduce the amount available for borrowing under the Revolving Credit Facility.

 

On May 1, 2017, the Company and the lenders amended and restated the Credit Agreement (the “Amended and Restated Credit Agreement”) and the Company incurred $750 million of senior secured loans (the “New Loans”) which were used, together with cash on hand, to finance the NewWave acquisition, repay in full the Term Loan Facility and pay related fees and expenses. The New Loans consist of a five-year term “A” loan in an aggregate principal amount of $250 million (the “Term Loan A”) and a seven-year term “B” loan in an aggregate principal amount of $500 million (the “Term Loan B” and, together with the Term Loan A and the Revolving Credit Facility, the “Senior Credit Facilities”). The obligations under the Amended and Restated Credit Agreement are guaranteed by the Company’s wholly owned domestic subsidiaries and are secured, subject to certain exceptions, by substantially all assets of the Company and the guarantors.

 

On April 23, 2018, the Company entered into Amendment No. 1 (the “Repricing Amendment”) to the Amended and Restated Credit Agreement. The Repricing Amendment amended the Amended and Restated Credit Agreement to, among other things, (i) decrease the applicable margin for the Term Loan B to 1.75% for London Interbank Offered Rate (“LIBOR”) borrowings and 0.75% for base rate borrowings, (ii) reset the period during which a prepayment premium in respect of the Term Loan B may be required for a Repricing Transaction until six months after the effective date of the Repricing Amendment and (iii) reset the period during which the Term Loan B benefits from certain “most favored nation” pricing protections until 12 months after the effective date of the Repricing Amendment. Other than as set forth above, all other material terms and provisions of the Senior Credit Facilities described below remain substantially the same.

 

The interest margins applicable to the Senior Credit Facilities are, at the Company’s option, equal to either LIBOR or a base rate, plus an applicable margin equal to, (i) with respect to the Term Loan A and the Revolving Credit Facility, 1.50% to 2.25% for LIBOR loans and 0.50% to 1.25% for base rate loans, determined on a quarterly basis by reference to a pricing grid based on the Company’s total net leverage ratio and (ii) with respect to the Term Loan B, (x) 2.25% for LIBOR loans and 1.25% for base rate loans through April 22, 2018 and (y) 1.75% for LIBOR loans and 0.75% for base rate loans after April 22, 2018.

 

The Term Loan A may be prepaid at any time without premium and amortizes quarterly at a rate (expressed as a percentage of the original principal amount) of 2.5% per annum for the first year after funding, 5.0% per annum for the second year after funding, 7.5% per annum for the third year after funding and 10.0% per annum for the fourth and fifth years after funding, with the outstanding balance due upon maturity. The Term Loan B amortizes quarterly at a rate (expressed as a percentage of the original principal amount) of 1.0% per annum, with the outstanding balance due upon maturity. The Term Loan B is subject to a 1.0% prepayment premium if prepaid in connection with a “Repricing Transaction” (as defined in the Amended and Restated Credit Agreement) within six months of the effective date of the Repricing Amendment (as defined below), benefits from certain “most favored nation” pricing protections and is not subject to the financial maintenance covenants under the Amended and Restated Credit Agreement. Other than as set forth above, the New Loans are subject to terms substantially similar to those under the Credit Agreement.

 

14

 

The Company may, subject to certain specified terms and provisions, obtain additional credit facilities of up to $425 million under the Amended and Restated Credit Agreement plus an unlimited amount so long as, on a pro forma basis, the Company’s First Lien Net Leverage Ratio (as defined in the Amended and Restated Credit Agreement) is no greater than 1.80 to 1.00. The Amended and Restated Credit Agreement contains customary representations, warranties and affirmative and negative covenants as well as customary events of default. The Amended and Restated Credit Agreement also requires the Company to maintain specified ratios of total net indebtedness and first lien net indebtedness to consolidated operating cash flow.

 

The Company was in compliance with all debt covenants as of June 30, 2018. 

 

As of June 30, 2018, outstanding borrowings under the Term Loan A and Term Loan B were $243.8 million and $495.0 million, respectively, and each bore interest at a rate of 4.09% per annum. Letter of credit issuances under the Revolving Credit Facility totaled $3.1 million and the Company had $196.9 million available for borrowing under the Revolving Credit Facility at June 30, 2018.

 

In connection with the Repricing Amendment, the Company incurred debt issuance costs of $2.1 million, of which $0.1 million was expensed immediately. The Company recorded $1.0 million and $0.8 million of debt issuance cost amortization for the three months ended June 30, 2018 and 2017, respectively, and $2.0 million and $1.2 million for the six months ended June 30, 2018 and 2017, respectively. These amounts are included within interest expense in the condensed consolidated statements of operations and comprehensive income.

 

As of June 30, 2018, the future maturities of long-term debt were as follows (in thousands): 

 

Year Ending December 31,

 

Amount

 

2018 (remaining six months)

  $ 8,758  

2019

    20,642  

2020

    26,892  

2021

    30,017  

2022

    180,017  

Thereafter

    922,683  

Total

  $ 1,189,009  

 

 

9.

FAIR VALUE MEASUREMENTS

 

A three-level hierarchy is established by GAAP for disclosure of fair value measurements, based on the reliability of inputs used in the valuation of an instrument as of the measurement date, as follows:

 

 

Level 1 – Inputs to the valuation methodology are quoted prices for identical instruments in active markets.

 

 

Level 2 – Inputs to the valuation methodology include quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and directly or indirectly observable inputs that are significant to the fair value measurement.

 

 

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

Financial Assets and Liabilities. The Company has estimated the fair value of its financial instruments as of June 30, 2018 using available market information or other appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented in the condensed consolidated financial statements are not necessarily indicative of the amounts the Company would realize in a current market exchange.

 

The carrying amounts, fair values and related fair value hierarchies of the Company’s financial assets and liabilities were as follows (in thousands):

 

   

June 30, 2018

 
   

Carrying

   

Fair

   

Fair Value

 
   

Amount

   

Value

   

Hierarchy

 

Assets:

                       

Cash and cash equivalents:

                       

Money market investments

  $ 16,456     $ 16,456    

 

Level 1  

Commercial paper

  $ 179,554     $ 179,511    

 

Level 2  

Liabilities:

                       

Long-term debt, including current portion:

                       

Notes

  $ 450,000     $ 457,875    

 

Level 2  

Senior Credit Facilities

  $ 738,750     $ 738,750       -  

 

15

 

Money market investments are primarily held in U.S. Treasury securities and registered money market funds and are valued using a market approach based on quoted market prices (Level 1). Commercial paper is primarily held with high-quality companies and is valued using quoted market prices for investments similar to the commercial paper (Level 2). Money market investments and commercial paper with original maturities of 90 days or less are included within cash and cash equivalents in the condensed consolidated balance sheets. The fair value of the Notes is estimated based on market prices for similar instruments in active markets (Level 2). The fair value of the Senior Credit Facilities is equal to the carrying value.

 

The Company’s deferred compensation liability was $18.2 million and $20.2 million at June 30, 2018 and December 31, 2017, respectively. The current portion of this liability is included within accounts payable and accrued liabilities and the noncurrent portion is included within other noncurrent liabilities in the condensed consolidated balance sheets. This liability represents the market value of participant balances in a notional investment account that is comprised primarily of mutual funds, whose value is based on observable market prices. However, since the deferred compensation liability is not exchanged in an active market, it is classified as Level 2 in the fair value hierarchy.

 

The carrying amounts of accounts receivable, accounts payable and other financial assets and liabilities approximate fair value because of the short-term nature of these instruments.

 

Nonfinancial Assets and Liabilities. The Company’s nonfinancial assets, such as property, plant and equipment, intangible assets and goodwill, are not measured at fair value on a recurring basis. However, such assets are subject to fair value adjustments when there is evidence that impairment may exist. No material impairments were recorded during the six months ended June 30, 2018 or 2017.

 

 

10.

TREASURY STOCK

 

Treasury stock is recorded at cost and is presented as a reduction of stockholders’ equity in the condensed consolidated financial statements.

 

Share Repurchase Program. On July 1, 2015, the Company’s board of directors (the “Board”) authorized up to $250 million of share repurchases (subject to a total cap of 600,000 shares of common stock). Purchases under the share repurchase program may be made from time to time on the open market and in privately negotiated transactions. The size and timing of these purchases are based on a number of factors, including share price and business and market conditions. Since the inception of the share repurchase program through June 30, 2018, the Company had repurchased 199,861 shares of its common stock at an aggregate cost of $95.8 million. During the six months ended June 30, 2018, the Company repurchased 34,028 shares at an aggregate cost of $22.6 million, of which 30,717 shares were repurchased during the three months ended June 30, 2018 at an aggregate cost of $20.3 million.

 

Tax Withholding for Equity Awards. At the employee’s option, shares of common stock with a fair market value equal to the applicable statutory minimum amount of employee withholding taxes due are withheld by the Company upon vesting of restricted stock and exercise of stock appreciation rights (“SARs”) to pay the applicable statutory minimum amount of employee withholding taxes. The Company then pays the applicable statutory minimum amount of withholding taxes in cash. The amounts remitted during the three and six months ended June 30, 2018 were less than $0.1 million and $7.2 million, for which the Company withheld 3 and 9,770 shares of common stock, respectively. Treasury shares of 184,562 held at June 30, 2018 include such shares withheld for withholding tax.

 

 

11.

EQUITY-BASED COMPENSATION

 

The Amended and Restated Cable One, Inc. 2015 Omnibus Incentive Compensation Plan (the “2015 Plan”) provides for grants of incentive stock options, non-qualified stock options, restricted stock awards, SARs, restricted stock units (“RSUs”), cash-based awards, performance-based awards, dividend equivalent units (“DEUs”) and other stock-based awards, including performance stock units and deferred stock units. Directors, officers and employees of the Company and its affiliates are eligible for grants under the 2015 Plan as part of the Company’s approach to long-term incentive compensation.

 

16

 

Restricted stock awards granted to employees are subject to service-based vesting and certain awards are also subject to performance-based vesting and generally cliff-vest on the three-year anniversary of the grant date or, for certain service-based awards, in four equal ratable installments beginning on the first anniversary of the grant date. SARs granted to employees vest in four equal ratable installments beginning on the first anniversary of the grant date. RSUs are generally granted to non-employee directors on the date of the Company’s annual stockholders’ meeting and vest on the earlier of the first anniversary of the grant date or the annual stockholders’ meeting date immediately following the grant date. Non-employee directors who elect to defer all or a portion of their annual cash fees are granted RSUs in lieu of such cash fees, with such RSUs generally vesting on the first anniversary of the grant date or, for such RSUs granted in January 2018, the date immediately preceding the 2018 annual stockholders’ meeting. The settlement of the RSUs follows vesting, unless the director previously elected to defer such settlement until the earliest of his or her separation from service from the Board, a date specified by the director or a change in control of the Company.

 

The 2015 Plan provides, that, subject to certain adjustments for specified corporate events, the maximum number of shares of common stock that may be issued under the 2015 Plan is 334,870. At June 30, 2018, 256,735 shares were available for issuance under the 2015 Plan.

 

Compensation expense associated with equity based awards is recognized on a straight-line basis over the vesting period, with forfeitures recognized as incurred. Equity-based compensation expense was $2.5 million and $2.4 million for the three months ended June 30, 2018 and 2017, respectively, and $4.8 million for both the six months ended June 30, 2018 and 2017 and was included in selling, general and administrative expenses within the condensed consolidated statements of operations and comprehensive income. The Company recognized an income tax benefit of $2.5 million related to equity-based awards during the six months ended June 30, 2018. The deferred tax asset related to all outstanding equity-based awards was $3.3 million as of June 30, 2018.

 

Restricted Stock Awards. Restricted shares, RSUs and DEUs are collectively referred to as “restricted stock.” A summary of restricted stock activity during the six months ended June 30, 2018 is as follows:

 

   

Restricted

Stock

   

Weighted

Average Grant

Date Fair Value

Per Share

 

Outstanding as of December 31, 2017

    51,290     $ 472.89  

Granted

    14,455     $ 692.25  

Forfeited

    (1,011 )   $ 610.54  

Vested and issued

    (24,454 )   $ 394.51  

Outstanding as of June 30, 2018

    40,280     $ 595.79  
                 

Vested and unissued as of June 30, 2018

    4,138     $ 493.43  

 

Equity-based compensation expense for restricted stock was $1.6 million for both the three months ended June 30, 2018 and 2017 and $3.0 million and $3.3 million for the six months ended June 30, 2018 and 2017, respectively. At June 30, 2018, there was $10.5 million of unrecognized compensation expense related to restricted stock, which is expected to be recognized over a weighted average period of 1.5 years.

 

Stock Appreciation Rights. A summary of SAR activity during the six months ended June 30, 2018 is as follows:

 

   

Stock

Appreciation

Rights

   

Weighted

Average

Exercise

Price

   

Weighted

Average

Grant

Date Fair
Value

   

Aggregate

Intrinsic

Value

(in

thousands)

   

Weighted

Average

Remaining

Contractual

Term

(in years)

 

Outstanding as of December 31, 2017

    102,458     $ 477.62     $ 100.91     $ 23,173       8.1  

Granted

    14,500     $ 702.40     $ 168.84     $ -       9.5  

Exercised

    (12,707 )   $ 431.96     $ 89.64                  

Forfeited

    (2,249 )   $ 422.31     $ 87.22                  

Outstanding as of June 30, 2018

    102,002     $ 516.48     $ 112.27     $ 22,115       7.9  
                                         

Vested and exercisable as of June 30, 2018

    15,263     $ 490.48     $ 104.35     $ 3,706       7.6  

 

17

 

The grant date fair value of the Company’s SARs is measured using the Black-Scholes valuation model. The weighted average inputs used in the model for grants awarded during the six months ended June 30, 2018 were as follows:  

 

   

2018

 

Expected volatility

    22.53%

 

Risk-free interest rate

    2.35%

 

Expected term (in years)

    6.25%  

Expected dividend yield

    0.99%

 

 

Equity-based compensation expense for SARs was $0.9 million and $0.8 million for the three months ended June 30, 2018 and 2017, respectively, and $1.8 million and $1.5 million for the six months ended June 30, 2018 and 2017, respectively. At June 30, 2018, there was $7.1 million of unrecognized compensation expense related to SARs, which is expected to be recognized over a weighted average period of 1.1 years.

 

 

12.

INCOME TAXES

 

The Company’s effective tax rate was 22.6% and 38.6% for the three months ended June 30, 2018 and 2017, respectively, and 21.2% and 37.9% for the six months ended June 30, 2018 and 2017, respectively. The decrease in the effective tax rate for the three months ended June 30, 2018 compared to the same quarter in the prior year primarily relates to a reduction in the Federal corporate income tax rate from 35% to 21% as a result of the 2017 Federal tax reform legislation and $1.2 million of income tax benefits attributable to state tax rate changes recorded during the three months ended June 30, 2018. The decrease in the effective tax rate for the six months ended June 30, 2018 compared to the prior year period was further impacted by $2.5 million of income tax benefits attributable to equity-based compensation awards recorded during the six months ended June 30, 2018.

 

The Company recognized the income tax effects of the 2017 Federal tax reform legislation in its consolidated financial statements included in the 2017 Form 10-K in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of ASC 740Income Taxes. As such, the Company’s financial results for 2017 reflected the income tax effects of the 2017 Federal tax reform legislation for which the accounting under ASC 740 was complete as well as provisional amounts for those specific income tax effects of the 2017 Federal tax reform legislation for which the accounting under ASC 740 was incomplete but a reasonable estimate could be determined. The Company has recognized the provisional tax impacts related to acceleration of depreciation and the revaluation of deferred tax assets and liabilities and included these amounts in its consolidated financial statements included in the 2017 Form 10-K. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued and actions the Company may take as a result of the 2017 Federal tax reform legislation. The accounting is expected to be complete when the Company’s 2017 Federal corporate income tax return is filed later in 2018.

 

 

13.

NET INCOME PER COMMON SHARE

 

Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share further includes any common shares available to be issued upon vesting or exercise of outstanding equity awards if such inclusion would be dilutive, calculated using the treasury stock method.

 

The following table sets forth the computation of basic and diluted net income per common share (in thousands, except share and per share amounts):

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2018

   

2017

   

2018

   

2017

 

Numerator:

                               

Net income

  $ 43,785     $ 27,860     $ 84,438     $ 59,975  

Denominator:

                               

Weighted average common shares outstanding - basic

    5,687,095       5,678,394       5,694,774       5,677,411  

Effect of dilutive equity awards (1)

    35,774       67,223       37,860       63,426  

Weighted average common shares outstanding - diluted

    5,722,869       5,745,617       5,732,634       5,740,837  
                                 

Net Income per Common Share:

                               

Basic

  $ 7.70     $ 4.91     $ 14.83     $ 10.56  

Diluted

  $ 7.65     $ 4.85     $ 14.73     $ 10.45  

_________

(1)

 Equity-based awards whose impact is considered to be anti-dilutive under the treasury stock method were excluded from the diluted net income per share calculation. The excluded number of anti-dilutive equity-based awards totaled 5,176 and 2,477 for the three months ended  June 30, 2018 and 2017, respectively, and 5,435 and 1,438 for the six months ended June 30, 2018 and 2017, respectively.

 

18

 

 

14.

COMMITMENTS AND CONTINGENCIES

 

Litigation and Legal Matters. The Company is subject to complaints and administrative proceedings and is a defendant in various civil lawsuits that have arisen in the ordinary course of its business. Such matters include contract disputes; actions alleging negligence; invasion of privacy; trademark, copyright and patent infringement; violations of applicable wage and hour laws; statutory or common law claims involving current and former employees; and other matters. Although the outcomes of the legal claims and proceedings against the Company cannot be predicted with certainty, based on currently available information, management believes that there are no existing claims or proceedings that are likely to have a material effect on the Company’s business, financial condition, results of operations or cash flows. Also, based on currently available information, management is of the opinion that either future material losses from existing legal proceedings are not reasonably possible or that future material losses in excess of the amounts accrued are not reasonably possible.

 

Regulation in the Cable Industry. The operation of a cable system is extensively regulated by the Federal Communications Commission (the “FCC”), some state governments and most local governments. The FCC has the authority to enforce its regulations through the imposition of substantial fines, the issuance of cease and desist orders and/or the imposition of other administrative sanctions, such as the revocation of FCC licenses needed to operate certain transmission facilities used in connection with cable operations. The Telecommunications Act of 1996 altered the regulatory structure governing the nation’s communications providers. It removed barriers to competition in both the cable television market and the voice services market. Among other things, it reduced the scope of cable rate regulation and encouraged additional competition in the video programming industry by allowing telephone companies to provide video programming in their own telephone service areas. Future legislative and regulatory changes could adversely affect the Company’s operations.

 

19

 

 

ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Cautionary Statement Regarding Forward-Looking Statements

 

This document contains “forward-looking statements” that involve risks and uncertainties. These statements can be identified by the fact that they do not relate strictly to historical or current facts, but rather are based on current expectations, estimates, assumptions and projections about the cable industry and our business and financial results. Forward-looking statements often include words such as “will,” “should,” “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance in connection with discussions of future operating or financial performance. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. Our actual results may vary materially from those expressed or implied in our forward-looking statements. Accordingly, undue reliance should not be placed on any forward-looking statement made by us or on our behalf. Important factors that could cause our actual results to differ materially from those in our forward-looking statements include government regulation, economic, strategic, political and social conditions and the following factors:

 

 

uncertainties as to our ability and the amount of time necessary to realize the expected synergies and other benefits of the acquisition of NewWave;

 

our ability to integrate NewWave’s operations into our own in an efficient and effective manner;

 

rising levels of competition from historical and new entrants in our markets;

 

recent and future changes in technology;

 

our ability to continue to grow our business services product;

 

increases in programming costs and retransmission fees;

 

our ability to obtain hardware, software and operational support from vendors;

 

the effects of any new significant acquisitions by us;

 

adverse economic conditions;

 

the integrity and security of our network and information systems;

 

the impact of possible security breaches and other disruptions, including cyber-attacks;

 

our failure to obtain necessary intellectual and proprietary rights to operate our business and the risk of intellectual property claims and litigation against us;

 

our ability to retain key employees;

 

changing and additional regulation of our data, video and voice services, including legislative and regulatory efforts to impose new legal requirements on our data services;

 

our ability to renew cable system franchises;

 

increases in pole attachment costs;

 

changes in local governmental franchising authority and broadcast carriage regulations;

 

the potential adverse effect of our indebtedness on our business, financial condition or results of operations and cash flows;

 

the possibility that interest rates will rise, causing our obligations to service our variable rate indebtedness to increase significantly;

 

our ability to incur future indebtedness;

 

fluctuations in our stock price;

 

our ability to continue to pay dividends;

 

dilution from equity awards and potential stock issuances in connection with acquisitions;

 

provisions in our charter, by-laws and Delaware law that could discourage takeovers;

 

changes in our estimates of the impact of the 2017 Federal tax reform legislation;

 

changes in GAAP or other applicable accounting policies;

 

the outcome of our efforts to complete the remediation of the material weakness in our internal control over financial reporting related to the NewWave billing system (as defined below) by the end of 2018; and

 

the other risks and uncertainties detailed in the section titled “Risk Factors” in our 2017 Form 10-K.

 

Any forward-looking statements made by us in this document speak only as of the date on which they are made. We are under no obligation, and expressly disclaim any obligation, to update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise.

 

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Table of Contents

 

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our condensed consolidated financial statements and accompanying notes included in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2017 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our 2017 Form 10-K. Our results of operations for the three and six months ended June 30, 2018 may not be indicative of our future results.

 

Overview

 

We are a fully integrated provider of data, video and voice services in 21 Western, Midwestern and Southern states. We provide these broadband services to residential and business customers in more than 750 communities. The markets we serve are primarily non-metropolitan, secondary markets, with 77% of our customers located in seven states: Arizona, Idaho, Illinois, Mississippi, Missouri, Oklahoma and Texas. Our biggest customer concentrations are in the Mississippi Gulf Coast region and in the greater Boise, Idaho region. We are among the 10 largest cable system operators in the United States based on customers and revenues in 2017, providing service to 799,616 residential and business customers out of approximately 2.1 million homes passed as of June 30, 2018. Of these customers, 653,876 subscribed to data services, 340,112 subscribed to video services and 129,683 subscribed to voice services.

 

We generate substantially all of our revenues through five primary products. Ranked by share of our total revenues through the first six months of 2018, they are residential data (45.4%), residential video (33.0%), business services (data, voice and video – 14.3%), residential voice (4.0%) and advertising sales (2.1%). The profit margins, growth rates and capital intensity of our five primary products vary significantly due to differences in competition, product maturity and relative costs.

 

On May 1, 2017, we completed the acquisition of all of the outstanding equity interests of NewWave. We paid a purchase price of $740.2 million in cash on a debt-free basis, subject to customary post-closing adjustments. Our results of operations for the three and six months ended June 30, 2018 include the full impact of NewWave operations, while our comparable results for 2017 include only two months of NewWave operations, as the acquisition was not completed until May 1, 2017.

 

Prior to 2012, we were focused on growing revenues through subscriber retention and growth in overall primary service units (“PSUs”). Accordingly, our strategies consisted of, among others, offering promotional discounts to new and existing subscribers adding new services and to subscribers purchasing more than one service offering. Since 2012, we have adapted our strategy to face the industry-wide trends of declining profitability of residential video services and declining revenues from residential voice services. We believe the declining profitability of residential video services is primarily due to increasing programming costs and retransmission fees and competition from other content providers and the declining revenues from residential voice services is primarily due to the increasing use of wireless voice services in addition to, or instead of, residential voice service. Beginning in 2013, we shifted our focus away from maximizing customer PSUs and towards growing and maintaining our higher margin businesses, namely residential data and business services. Separately, we have also focused on retaining customers with a high expected lifetime value (“LTV”), who are less attracted by discounting, require less support and churn less. This strategy focuses on increasing Adjusted EBITDA, Adjusted EBITDA less capital expenditures and margins (refer to the section entitled “Use of Adjusted EBITDA” for the definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, which is the most directly comparable GAAP measure).

 

The trends described above have impacted our four largest product lines in the following ways:

 

 

Residential data. We experienced growth in the number of, and revenues from, our residential data customers every year since 2013. We expect this growth to continue due to projected increases in the number of potential customers for us to serve, as there are still a number of households in our markets that do not subscribe to data services from any provider. We expect to capture a portion of these customers and anticipate capturing additional market share from existing data subscribers due to our continued upgrades in broadband capacity, our ability to offer higher access speeds than many of our competitors and our Wi-Fi support service. 

 

 

Residential video. Residential video service is a competitive and highly penetrated business. As we focus on the higher-margin businesses of residential data and business services, we are de-emphasizing our residential video business and, as a result, expect residential video revenues to continue to decline in the future.

 

 

Residential voice. We have experienced declines in residential voice customers as a result of homes in the United States deciding to terminate their residential voice service and exclusively use wireless voice service. We believe this trend will continue because of competition from wireless voice service providers. Revenues from residential voice customers have declined over recent years, and we expect this decline will continue.

 

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Table of Contents

 

 

Business services. We have experienced significant growth in business data and voice customers and revenues and expect this growth to continue. We attribute this growth to our strategic focus shift on increasing sales to business customers and our recently expanded efforts to attract enterprise business customers. Margins in products sold to business customers have remained attractive, and we expect this trend to continue.

 

We continue to experience increased competition, particularly from telephone companies, cable and municipal overbuilders, over-the-top (“OTT”) video providers and direct broadcast satellite (“DBS”) television providers. Because of the levels of competition we face, we believe it is important to make investments in our infrastructure. We made elevated levels of capital investments between 2012 and 2017 to increase our cable plant capacities and reliability, launch all-digital video services, which has freed up approximately half of average plant bandwidth for data services, and increase data capacity by moving from four-channel bonding to 32-channel bonding. We expect to continue devoting financial resources to infrastructure improvements, including in the new markets we acquired in the NewWave transaction, because we believe these investments are necessary to remain competitive. We expect to spend up to $50 million during 2018 and 2019, in addition to the $10 million spent in 2017, to enhance the acquired NewWave systems by rebuilding low capacity markets, launching all-digital video services, implementing 32-channel bonding to enable a 1 gigabit-per-second (“Gbps”) download speed product launch, converting back office functions such as billing, accounting and service provisioning and migrating products to legacy Cable One platforms.

 

Our goals are to continue to grow residential data and business services and to maintain profit margins to deliver strong Adjusted EBITDA. To achieve these goals, we intend to continue our industrial engineering-driven cost management, remain focused on customers with high LTV and follow through with further planned investments in broadband plant upgrades and new data services offerings for residential and business customers.

 

Our business is subject to extensive governmental regulation. Such regulation has led to increases in our operational and administrative expenses. In addition, we could be significantly impacted by changes to the existing regulatory framework, whether triggered by legislative, administrative or judicial rulings. In 2015, the FCC used its Title II authority to regulate broadband internet access services through the Open Internet Order (the “Order”), which imposed on all providers of broadband internet access service, including us, obligations that limit the ways certain types of traffic can be managed and prescribes certain additional disclosure requirements. The Order was upheld in the courts, but in September 2017, several parties, including the American Cable Association and NCTA – The Internet & Television Association (the “NCTA”), filed petitions for certiorari with the U.S. Supreme Court. Responses to the petitions are due by August 15, 2018, and the FCC filed its response on August 2, 2018. However, in December 2017, the FCC rescinded the majority of the open internet rules previously adopted in the Order, with the exception of the disclosure requirements. Several parties have challenged the FCC’s new rules in Federal courts, and those appeals are pending. Congress and numerous states also have proposed legislation regarding net neutrality. Several states 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. We cannot predict whether or when future changes to the regulatory framework will occur at the FCC, in Congress, at the state level or in the courts. We also cannot predict whether or to what extent the rules as revised by the FCC, Congress, the states or the courts may affect our operations or impose costs on our business.

 

Results of Operations

 

Revision of Previously Issued Financial Statements and Adoption of Revenue Recognition Standard

 

In conjunction with the error correction in the fourth quarter of 2017 associated with our historical accounting for certain categories of internal labor and related costs, we revised our historical consolidated financial statements to properly reflect the impact of the labor capitalization, including the related impact to depreciation expense and income taxes. As a result, the financial statements for the three and six months ended June 30, 2017 have been revised to reflect the error correction. Refer to note 2 to the condensed consolidated financial statements for additional details.

 

Further, we adopted the revenue recognition standard, ASC 606 - Revenue from Contracts with Customers, effective January 1, 2018, using the full retrospective method. The adoption resulted in the deferral of all business installation revenues and residential and business customer acquisition costs, to be recognized over a period of time, instead of immediately. The financial statements for the three and six months ended June 30, 2017 have been recasted to reflect the impact of the revenue recognition standard adoption. Refer to note 3 to the condensed consolidated financial statements for additional details.

 

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Table of Contents

 

PSU and Customer Counts

 

During the 12 months ended June 30, 2018, our total PSUs decreased 38,956, or 3.4%, compared to our total PSUs as of June 30, 2017. Business PSUs and residential data PSUs increased 7,846 and 7,185, respectively, while residential video PSUs and residential voice PSUs decreased 43,302 and 10,685, respectively. Our total customer relationships decreased 5,867, or 0.7%, year-over-year, with a 5,351 increase in business customer relationships being offset by an 11,218 decrease in residential customer relationships.

 

The following table provides an overview of selected customer data for the time periods specified:

 

   

As of June 30,

   

Annual Net Gain/(Loss)

 
   

2018

   

2017

   

Change

   

% Change

 

Residential data PSUs

    592,234       585,049       7,185       1.2  

Residential video PSUs (1)

    323,514       366,816       (43,302 )     (11.8 )

Residential voice PSUs

    103,834       114,519       (10,685 )     (9.3 )

Total residential PSUs

    1,019,582       1,066,384       (46,802 )     (4.4 )
                                 

Business data PSUs (2)

    61,642       55,288       6,354       11.5  

Business video PSUs

    16,598       17,188       (590 )     (3.4 )

Business voice PSUs (3)

    25,849       23,767       2,082       8.8  

Total business PSUs

    104,089       96,243       7,846       8.2  
                                 

Total PSUs

    1,123,671       1,162,627       (38,956 )     (3.4 )
                                 

Total residential customer relationships

    730,007       741,225       (11,218 )     (1.5 )

Total business customer relationships

    69,609       64,258       5,351       8.3  

Total customer relationships

    799,616       805,483       (5,867 )     (0.7 )

 _________

(1)

Residential video PSUs include all basic residential customers who receive video services and may have one or more digital set-top boxes or cable cards deployed. Residential bulk multi-dwelling accounts are included in our video PSUs at the individual unit level.

(2)

Business data PSUs include commercial accounts that receive data service via a cable modem and commercial accounts that receive broadband service optically via fiber connections.

(3)

Business voice customers who have multiple voice lines are only counted once in the PSU total.

 

The following table provides an overview of selected customer data for our legacy Cable One cable systems excluding the impact of PSUs and customers from legacy NewWave cable systems for the time periods specified:

 

   

As of June 30,

   

Annual Net Gain/(Loss)

 
   

2018

   

2017

   

Change

   

% Change

 

Residential data PSUs

    483,589       474,815       8,774       1.8  

Residential video PSUs (1)

    253,236       284,695       (31,459 )     (11.1 )

Residential voice PSUs

    83,385       92,100       (8,715 )     (9.5 )

Total residential PSUs

    820,210       851,610       (31,400 )     (3.7 )
                                 

Business data PSUs (2)

    51,044       46,909       4,135       8.8  

Business video PSUs

    12,560       13,295       (735 )     (5.5 )

Business voice PSUs (3)

    20,695       19,156       1,539       8.0  

Total business PSUs

    84,299       79,360       4,939       6.2  
                                 

Total PSUs

    904,509       930,970       (26,461 )     (2.8 )
                                 

Total residential customer relationships