UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023 or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number: 001-38101

WideOpenWest, Inc.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)	46-0552948 (IRS Employer Identification No.)
7887 East Belleview Avenue, Suite 1000 Englewood, Colorado (Address of principal executive offices)	80111 (Zip Code)

(720) 479-3500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	WOW	New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 every Interactive Data File required to be submitted 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 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 ☐
	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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

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

As of June 30, 2023, the aggregate market value of the registrant’s common stock held by non-affiliates of the Registrant was $409.1 million based on the closing price of $8.44 reported on the New York Stock Exchange.

As of February 29, 2024, the number of outstanding shares of common stock was of the registrant was 83,631,418.

Documents Incorporated By Reference

Portions of the registrant’s Proxy Statement for the 2023 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K.

Auditor Name: BDO USA, P.C. Auditor Location: Atlanta, GA Auditor Firm ID: 243

Explanatory Note

WideOpenWest, Inc. (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment” or “Form 10-K/A”) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 13, 2024 (the “Original Form 10-K”) to make certain changes described below.

Background

As previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 8, 2024, the Company recently identified a material weakness in internal control over financial reporting that existed at December 31, 2023. The material weakness described below did not result in a misstatement of the Company’s annual or interim consolidated financial statements and, accordingly, the Company does not need to restate its previously issued financial statements contained in the Original Form 10-K or in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

Specifically, management did not design and maintain effective information technology general controls over certain systems that support the revenue recognition process for subscription services. Additionally, management did not design and maintain effective review controls over the completeness and accuracy of information produced by those systems.

Accordingly, the Company concluded that its report regarding the effectiveness of its internal control over financial reporting and the statements within the Evaluation of Disclosure Controls and Procedures regarding their effectiveness included in Item 9A of the Original Form 10-K could no longer be relied upon. As a result, the Company is filing this Amendment to amend and restate certain portions of the Company’s Original Form 10-K. Specifically, the Company is filing this Amendment to (i) restate Management’s Report on Internal Control Over Financial Reporting, which appears in Part II, Item 9A of the Original Form 10-K, to reflect management’s conclusion that our internal control over financial reporting was not effective at December 31, 2023, (ii) revise the disclosure on the effectiveness of our disclosure controls and procedures in Part II, Item 9A of the Original Form 10-K to reflect management’s conclusion that our disclosure controls and procedures were not effective at December 31, 2023, (iii) restate the Report of BDO USA, P.C., Independent Registered Public Accounting Firm, on Internal Control Over Financial Reporting regarding the effectiveness of our internal control over financial reporting as of December 31, 2023, which appears in Part II, Item 9A of the Original Form 10-K, and (iv) update the Report of BDO USA, P.C. on the consolidated financial statements solely to make reference to the updated report on internal control over financial reporting, which appears in Part II, Item 8 of the Original Form 10-K.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is also including with this Form 10-K/A a currently dated consent of BDO and certifications of the Company’s principal executive officer and principal financial officer (included in Part IV, Item 15. “Exhibits and Financial Statement Schedules” and attached as Exhibits 23.1, 31.1, 31.2 and 32.1). This Form 10-K/A should be read in conjunction with the Original Form 10-K, which continues to speak as of the date of the Original Form 10-K. Except as specifically noted above, this Form 10-K/A does not modify or update disclosures in the Original Form 10-K. Accordingly, this Form 10-K/A does not reflect events occurring after the date of the Original Form 10-K or modify or update any related or other disclosures, other than those discussed above. No other portions of the Original Form 10-K were changed, including with respect to the consolidated financial statements and notes thereto included for reference in this Form 10-K/A, which are identical to those included in the Original Form 10-K.

Amendments of 2024 Quarterly Report on Form 10-Q

In addition to this Form 10-K/A, the Company is concurrently filing an amendment to its Quarterly Report on Form 10-Q for the period ended March 31, 2024.

PART II

Item 8. Financial Statements and Supplementary Data

In light of the material weakness described above and below, our independent registered public accounting firm has amended their audit reports. The amended audit report for internal controls over financial reporting, which is included below:

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

WideOpenWest, Inc.

Englewood, Colorado

Opinion on Internal Control over Financial Reporting

We have audited WideOpenWest, Inc.’s (the “Company’s”) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria. In our report dated March 13, 2024, we expressed an unqualified opinion on the effectiveness of internal control over financial reporting as of December 31, 2023. Subsequent to March 13, 2024, management revised its assessment of internal control over financial reporting due to the identification of a material weakness, as described below. Accordingly, our opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 expressed herein is different from that expressed in our previous report.

We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive (loss) income, changes in stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2023, and the related notes, and our report dated March 13, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A material weakness was identified regarding management’s failure to design and maintain effective information technology general controls over certain systems that support the revenue recognition process for subscription services; and did not design and maintain effective review controls over the completeness and accuracy of information produced by those systems, which has been identified and described in management’s revised assessment. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2023 consolidated financial statements. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2023 consolidated financial statements.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO USA, P.C.

Atlanta, Georgia

March 13, 2024, except as to the effect of the material weakness, which is dated September 4, 2024.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), as appropriate, to allow for timely decisions regarding required disclosure.

As of the end of the period covered by this report, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of disclosure controls and procedures with respect to the information generated for use in this Annual Report. The evaluation was based upon reports and certifications provided by a number of executives. Based on, and as of the date of that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were not effective due to the material weakness in internal control over financial reporting described below under the heading “Management’s Report on Internal Control over Financial Reporting (Restated)”.

Notwithstanding this material weakness, management has concluded that the consolidated financial statements included in this annual report present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented, in conformity with accounting principles generally accepted in the United States.

Management’s Report on Internal Control over Financial Reporting (Restated)

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) for the Company. Our management, under the supervision and with the participation of the Certifying Officers, assessed the effectiveness of the design and operation of our internal controls over financial reporting as of December 31, 2023, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). Based on this assessment, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2023, as a result of the material weakness in our internal control over financial reporting discussed below.

Management identified a material weakness in internal control over financial reporting as management did not design and maintain effective information technology general controls over certain systems that support the revenue recognition process for subscription services. Additionally, management did not design and maintain effective review controls over the completeness and accuracy of information produced by those systems.

Management is committed to maintaining a strong internal control environment. In response to the material weakness identified above, management, with the oversight of the Audit Committee of the Board of Directors, is in the process of developing and implementing a remediation plan to address the material weakness described above.

Changes in Internal Control over Financial Reporting

Other than the material weakness described above and ongoing remediation efforts, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended December 31, 2023.

Inherent Limitations on Effectiveness of Controls

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (BDO USA, P.C., Atlanta, Georgia, PCAOB ID 243)	F-2
Consolidated Balance Sheets as of December 31, 2023 and 2022	F-4
Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021	F-5
Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2023, 2022 and 2021	F-6
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2023, 2022 and 2021	F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021	F-8
Notes to Consolidated Financial Statements	F-9

F-1

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

WideOpenWest, Inc.

Englewood, Colorado

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of WideOpenWest, Inc. (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive (loss) income, changes in stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated March 13, 2024, except as to the effect of the material weakness, which is dated September 4, 2024 expressed an adverse opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

F-2

Determining the Fair Value of Certain Franchise Operating Rights

As described in Notes 2 and 6 to the consolidated financial statements, the carrying amount of the Company’s franchise operating rights was $278.3 million as of December 31, 2023. The Company evaluates the recoverability of its franchise operating rights annually on October 1, or more frequently whenever events or substantive changes in circumstances indicate that it is more likely than not that the franchise operating rights’ carrying value exceeds its estimated fair value.

The Company estimates the fair value of each franchise operating right using the multi-period excess earnings method, including estimates and assumptions related to forecasted revenue growth rates, customer attrition (churn) rates, and the discount rate. For the year ended December 31, 2023, impairment charges of $306.8 million were recorded as a result of the Company’s annual and interim impairment tests.

For the franchise operating rights assessed for impairment, we identified the (i) forecasted revenue growth rates and customer attrition (churn) rates for high-speed data customers and (ii) the discount rate to be a critical audit matter. These assumptions required a high degree of auditor judgment and increased extent of effort when performing the audit procedures to evaluate the reasonableness of management’s forecasted high-speed data growth rates, high-speed data customer attrition (churn) rates, and discount rate.

The primary procedures we performed to address this critical audit matter included:

●	Inquiring of management to understand the process for developing the forecasted high-speed data revenue growth rates and customer attrition (churn) rates and evaluating the consistency of the assumptions used with evidence obtained in other areas of the audit.

●

Evaluating the reasonableness of management’s forecasted revenue growth rates for high-speed data customers by comparing management’s estimate of forecasted revenue growth rates for high-speed data customers to (i) the trend of recent revenue growth rates within the respective market and (ii) industry reports.

●	Evaluating the reasonableness of management’s forecasted customer attrition (churn) rates for high-speed data customers by comparing to the trend of recent high-speed data customer attrition (churn) rates within the respective market.

●

Utilizing our valuation professionals to assist in evaluating the reasonableness of the Company’s discount rate by (i) testing the source information underlying the determination of the discount rate, (ii) testing the mathematical accuracy of the calculations; and (iii) developing a range of independent estimates and comparing those to the discount rate selected by management.

/s/ BDO USA, P.C.

We have served as the Company's auditor since 2012.

Atlanta, Georgia

March 13, 2024

F-3

WideOpenWest, Inc. and Subsidiaries

Consolidated Balance Sheets


	December 31,
	2023		2022

	(in millions, except share data)
Assets
Current assets
Cash and cash equivalents	$	23.4	$	31.0
Accounts receivable—trade, net of allowance for doubtful accounts of $6.7 and $4.3, respectively		38.8		39.9
Accounts receivable—other, net		9.5		12.2
Prepaid expenses and other		38.5		37.8
Total current assets		110.2		120.9
Right-of-use lease assets—operating		20.1		15.0
Property, plant and equipment, net		830.4		725.8
Franchise operating rights		278.3		585.1
Goodwill		225.1		225.1
Intangible assets subject to amortization, net		1.0		1.3
Other non-current assets		49.6		44.2
Total assets	$	1,514.7	$	1,717.4
Liabilities and stockholders’ equity
Current liabilities
Accounts payable—trade	$	59.5	$	46.1
Accrued interest		1.6		0.1
Current portion of long-term lease liability—operating		4.3		4.9
Accrued liabilities and other		60.0		68.7
Current portion of long-term debt and finance lease obligations		18.8		17.7
Current portion of unearned service revenue		25.4		27.2
Total current liabilities		169.6		164.7
Long-term debt and finance lease obligations, net of debt issuance costs —less current portion		915.7		725.0
Long-term lease liability—operating		18.0		11.6
Deferred income taxes, net		125.7		225.3
Other non-current liabilities		27.5		15.7
Total liabilities		1,256.5		1,142.3
Commitments and contingencies (Note 17)
Stockholders' equity:
Preferred stock, $0.01 par value, 100,000,000 shares authorized; 0 shares issued and outstanding		—		—
Common stock, $0.01 par value, 700,000,000 shares authorized; 98,594,629 and 96,830,312 issued as of December 31, 2023 and December 31, 2022, respectively; 83,557,786 and 86,417,733 outstanding as of December 31, 2023 and December 31, 2022, respectively		1.0		1.0
Additional paid-in capital		391.8		374.7
Retained earnings		20.3		308.0
Treasury stock at cost, 15,036,843 and 10,412,579 shares as of December 31, 2023 and December 31, 2022, respectively		(154.9)		(108.6)
Total stockholders’ equity		258.2		575.1
Total liabilities and stockholders’ equity	$	1,514.7	$	1,717.4

The accompanying notes are an integral part of these consolidated financial statements.

F-4

WideOpenWest, Inc. and Subsidiaries

Consolidated Statements of Operations


	Year ended December 31,
	2023		2022		2021

	(in millions, except per share and share data)
Revenue	$	686.7	$	704.9	$	725.7
Costs and expenses:
Operating (excluding depreciation and amortization)		301.0		327.0		376.4
Selling, general and administrative		200.4		165.4		175.2
Depreciation and amortization		193.5		178.2		169.3
Impairment losses on intangibles		306.8		35.0		—
		1,001.7		705.6		720.9
(Loss) income from operations		(315.0)		(0.7)		4.8
Other income (expense):
Interest expense		(71.1)		(38.7)		(93.5)
Loss on early extinguishment of debt		—		—		(3.2)
Other income, net		2.3		16.6		9.5
Loss before provision for income tax		(383.8)		(22.8)		(82.4)
Income tax benefit		96.1		20.3		13.8
Loss from continuing operations		(287.7)		(2.5)		(68.6)
Discontinued Operations (Note 18)
Income from discontinued operations, net of tax		—		—		839.1
Net (loss) income	$	(287.7)	$	(2.5)	$	770.5

Basic and diluted (loss) earnings per common share - continuing operations
Basic	$	(3.53)	$	(0.03)	$	(0.83)
Diluted	$	(3.53)	$	(0.03)	$	(0.83)
Basic and diluted earnings per common share - discontinued operations
Basic	$	—	$	—	$	10.14
Diluted	$	—	$	—	$	10.14
Basic and diluted (loss) earnings per common share
Basic	$	(3.53)	$	(0.03)	$	9.31
Diluted	$	(3.53)	$	(0.03)	$	9.31
Weighted-average common shares outstanding
Basic		81,595,766		83,930,984		82,720,934
Diluted		81,595,766		83,930,984		82,720,934

The accompanying notes are an integral part of these consolidated financial statements.

F-5

WideOpenWest, Inc. and Subsidiaries

Consolidated Statements of Comprehensive (Loss) Income


	Year ended December 31,
	2023		2022		2021

	(in millions)
Net (loss) income	$	(287.7)	$	(2.5)	$	770.5
Unrealized gain on derivative instrument, net of tax		—		—		6.5
Comprehensive (loss) income	$	(287.7)	$	(2.5)	$	777.0

The accompanying notes are an integral part of these consolidated financial statements.

F-6

WideOpenWest, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)


								Accumulated				Total
		Common		Treasury		Additional		Other		Retained Earnings		Stockholders'
	Common	Stock		Stock at		Paid-in		Comprehensive		(Accumulated		Equity
	Stock	Par Value		Cost		Capital		Income (Loss)		Deficit)		(Deficit)

	(in millions, except share data)
Balances at January 1, 2021	86,847,797	$	1.0	$	(80.7)	$	333.8	$	(6.5)	$	(460.0)	$	(212.4)
Changes in accumulated other comprehensive loss, net	—		—		—		—		6.5		—		6.5
Stock-based compensation	—		—		—		14.7		—		—		14.7
Issuance of restricted stock, net	1,038,749		—		—		—		—		—		—
Purchase of shares	(494,458)		—		(8.5)		—		—		—		(8.5)
Net income	—		—		—		—		—		770.5		770.5
Balances at December 31, 2021(1)	87,392,088	$	1.0	$	(89.2)	$	348.5	$	—	$	310.5	$	570.8
Stock-based compensation	—		—		—		26.2		—		—		26.2
Issuance of restricted stock, net	604,402		—		—		—		—		—		—
Purchase of shares	(1,578,757)		—		(19.4)		—		—		—		(19.4)
Net loss	—		—		—		—		—		(2.5)		(2.5)
Balances at December 31, 2022(1)	86,417,733	$	1.0	$	(108.6)	$	374.7	$	—	$	308.0	$	575.1
Stock-based compensation	—		—		—		17.1		—		—		17.1
Issuance of restricted stock, net	1,764,317		—		—		—		—		—		—
Purchase of shares	(4,624,264)		—		(46.3)		—		—		—		(46.3)
Net loss	—		—		—		—		—		(287.7)		(287.7)
Balances at December 31, 2023(1)	83,557,786	$	1.0	$	(154.9)	$	391.8	$	—	$	20.3	$	258.2

(1)	Included in outstanding shares as of December 31, 2023, 2022 and 2021 are 2,451,026, 3,223,995 and 4,325,124, respectively, of non-vested shares of restricted stock awards granted to employees and directors.

The accompanying notes are an integral part of these consolidated financial statements.

F-7

WideOpenWest, Inc. and Subsidiaries

Consolidated Statements of Cash Flows


	Year ended December 31,
	2023		2022		2021

	(in millions)
Cash flows from operating activities:
Net (loss) income	$	(287.7)	$	(2.5)	$	770.5
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		193.1		179.3		210.3
Deferred income taxes		(99.6)		(32.2)		54.9
Provision for doubtful accounts		12.7		6.0		11.2
Loss (gain) on sale of assets, net		0.3		—		(1,001.3)
Loss (gain) on sale of operating assets, net		0.4		(1.1)		(0.5)
Amortization of debt issuance costs and discount		1.7		1.7		4.7
Loss on debt extinguishment		—		—		3.2
Impairment losses on intangibles		306.8		35.0		—
Non-cash compensation		16.8		25.8		15.3
Other non-cash items		(0.2)		(0.1)		(0.2)
Changes in operating assets and liabilities:
Receivables and other operating assets		(15.0)		(14.3)		(27.9)
Payables and accruals		5.8		(163.8)		133.8
Net cash provided by operating activities	$	135.1	$	33.8	$	174.0
Cash flows from investing activities:
Capital expenditures	$	(268.9)	$	(167.2)	$	(207.7)
Proceeds from sale of markets, net		—		—		1,765.7
Other investing activities		0.1		1.4		1.3
Net cash (used in) provided by investing activities	$	(268.8)	$	(165.8)	$	1,559.3
Cash flows from financing activities:
Proceeds from issuance of long-term debt, net	$	202.0	$	9.0	$	762.1
Payments on long-term debt and finance lease obligations		(29.6)		(19.8)		(2,303.5)
Payments of debt issuance costs		—		—		(2.6)
Purchase of shares		(46.3)		(19.4)		(8.5)
Net cash provided by (used in) financing activities	$	126.1	$	(30.2)	$	(1,552.5)
Increase (decrease) in cash and cash equivalents		(7.6)		(162.2)		180.8
Cash and cash equivalents, beginning of period		31.0		193.2		12.4
Cash and cash equivalents, end of period	$	23.4	$	31.0	$	193.2
Supplemental disclosures of cash flow information:
Cash paid during the periods for interest	$	67.5	$	37.8	$	93.1
Cash paid during the periods for income taxes	$	10.9	$	147.5	$	97.1
Cash received during the periods for refunds of income taxes	$	5.0	$	1.7	$	—
Non-cash financing activities:
Other financing arrangements	$	1.5	$	—	$	—
Capital expenditures within accounts payable and accruals	$	42.6	$	32.0	$	27.4

The accompanying notes are an integral part of these consolidated financial statements.

F-8

WideOpenWest, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements

1. Organization and Basis of Presentation

Organization

WideOpenWest, Inc. (“WOW” or the “Company”) is one of the nation’s leading broadband providers offering an expansive portfolio of advanced services, including high-speed data ("HSD"), cable television ("Video"), and digital telephony ("Telephony") services to residential and business customers. The Company serves customers in 16 markets in the United States which consist of Detroit and Lansing, Michigan; Augusta, Columbus, Newnan and West Point, Georgia; Charleston and Greenville, South Carolina; Dothan, Auburn, Huntsville and Montgomery, Alabama; Knoxville, Tennessee; and Panama City, Pinellas County, and Seminole County, Florida.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the rules and regulations of the Securities and Exchange Commission (the “SEC”).

These accounting principles require management to make assumptions and estimates that affect the reported amounts and disclosures of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts and disclosures of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, due to the inherent uncertainties in making estimates, actual results could differ from those estimates.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements of WOW reflect all transactions of WideOpenWest, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

Cash equivalents represent short-term investments consisting of money market funds that are carried at cost, which approximates fair value. The Company considers all short-term investments with an original maturity of three months or less at the date of purchase to be cash equivalents.

Provision for Doubtful Accounts

The provision for doubtful accounts and the allowance for doubtful accounts are based on the aging of the individual receivables, historical trends and current and anticipated future economic conditions. The Company’s policy to reserve for potential bad debts is based on the aging of the individual receivables. The Company manages credit risk by disconnecting services to customers who are delinquent, generally after 100 days of delinquency. The individual receivables are written-off after all reasonable efforts to collect the funds have been made. Actual write-offs may differ from the amounts reserved. See Note 3 – Revenue from Contracts with Customers for a discussion of changes in the allowance for doubtful accounts for the periods presented.

F-9

Prepaid Expenses and Other

Prepaid expenses and other primarily consists of short-term deferred contract costs, short-term deferred promotional costs, and prepaid software and insurance costs. Prepayments are recognized as operating expenses or selling, general, and administrative expense over the life of the underlying agreements.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and amortization and primarily represent costs associated with the construction of cable transmission and distribution facilities and new service installations at the customer location. Capitalized costs include materials, labor, and certain indirect costs attributable to the capitalization activity. Maintenance and repairs are expensed as incurred. Upon sale or retirement of an asset, the cost and related depreciation and amortization are removed from the related accounts and resulting gains or losses are reflected in operating results.

The Company makes judgments regarding the installation and construction activities to be capitalized. The Company capitalizes direct labor associated with capitalizable activities and indirect costs using standards developed from operational data, including the proportionate time to perform a new installation relative to the total installation activities and an evaluation of the nature of the indirect costs incurred to support capitalizable activities. Judgment is required to determine the extent to which indirect costs incurred are related to capitalizable activities. Indirect costs include (i) employee benefits and payroll taxes associated with capitalized direct labor, (ii) direct variable costs of installation and construction, (iii) the direct variable costs of support personnel directly involved in assisting with installation activities, such as dispatchers and (iv) other indirect costs directly attributable to capitalizable activities.

Property, plant and equipment are depreciated over the estimated useful life upon being placed into service. Depreciation of property, plant and equipment is calculated on a straight-line basis, over the following estimated useful lives:


		Estimated Useful
Asset Category		Lives (Years)
Office and technical equipment		3 - 10
Computer equipment and software		3
Customer premise equipment		5
Vehicles		5
Telephony infrastructure		5 - 7
Headend equipment		7
Distribution facilities		10
Building and leasehold improvements		5 - 20

Leasehold improvements are depreciated over the shorter of the estimated useful lives or lease terms.

F-10

Intangible Assets and Goodwill

Intangible assets consist primarily of acquired franchise operating rights and goodwill. Franchise operating rights represent the value attributable to agreements with local franchising authorities, which allow access to homes in the public right of way. The Company’s franchise operating rights were acquired through business combinations. The Company does not amortize franchise operating rights as it has been determined that they have an indefinite life. Costs incurred in negotiating and renewing franchise operating agreements are expensed as incurred. Franchise related customer relationships represent the value to the Company of the benefit of acquiring the existing cable subscriber base and are amortized over the estimated life of the subscriber base (four years) on a straight-line basis, which is shorter than the economic useful life, which approximates an accelerated method. Goodwill represents the excess purchase price over the fair value of the identifiable net assets acquired in business combinations.

Asset Impairments

Significant judgment by management is required to determine estimates and assumptions used in the valuation of property, plant and equipment, intangible assets and goodwill.

Long-lived Assets

The Company evaluates the recoverability of its long-lived assets whenever events or substantive changes in circumstances indicate that the carrying amount may not be recoverable. The evaluation is based on the undiscounted cash flows generated by the underlying asset groups, including estimated future operating results, trends or other determinants of fair value. If the total of the expected future undiscounted cash flows was determined to be less than the carrying amount of the asset group, the Company would recognize an impairment charge to the extent the carrying amount of the asset group exceeds its estimated fair value. The Company had no triggering events or impairment of its long-lived assets in any of the periods presented.

Franchise Operating Rights

The Company calculates the fair value of franchise operating rights using the multi-period excess earnings method, an income approach, which calculates the value of an intangible asset by discounting its future cash flows. The fair value is determined based on estimated discrete discounted future cash flows attributable to each franchise operating right intangible asset using assumptions consistent with internal forecasts. Assumptions key in estimating fair value under this method include, but are not limited to, revenue and subscriber growth rates (less anticipated customer churn), operating expenditures, capital expenditures (including any build out), market share achieved, contributory asset charge rates, tax rates and discount rate. The discount rate used in the model represents a weighted average cost of capital and the perceived risk associated with an intangible asset such as franchise operating rights. See Note 6 – Franchise Operating Rights & Goodwill for discussion of impairment charges recognized for the periods presented.

Goodwill

The Company assesses the recoverability of its goodwill at least annually on October 1, or more frequently whenever events or substantive changes in circumstances indicate that the asset might be impaired. The Company may first choose to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company performs a quantitative analysis. The Company may also choose to by-pass the qualitative assessment and proceed directly to the quantitative analysis.

F-11

In the quantitative analysis, the Company utilizes a discounted cash flow analysis or a market approach to estimate the fair value of goodwill and compares such value to the carrying amount. Any excess of the carrying value of goodwill over the estimated fair value of goodwill would be expensed as an impairment loss.

The Company determined it had one reporting unit as part of its annual goodwill analysis on October 1. See Note 6 – Franchise Operating Rights & Goodwill for a discussion of impairment charges recognized for the periods presented.

Other Noncurrent Assets

Other noncurrent assets are comprised primarily of long-term deferred contract costs and long-term deferred promotional costs. These amounts are recognized as operating expenses, selling, general, and administrative expense or deduction to revenue over the period of usage.

Fair Value of Financial Instruments

Carrying amounts reported in the consolidated balance sheets for cash and cash equivalents are carried at fair value. The carrying amounts reported in the consolidated balance sheets for accounts receivable and accounts payable approximate fair value due to their short-term maturities. The fair value of long-term debt is based on the debt’s variable rate of interest and the Company’s own credit risk and risk of nonperformance.

Certain financial instruments potentially subject the Company to concentrations of credit risk. These financial instruments consist primarily of trade receivables and cash and cash equivalents. The Company places its cash and cash equivalents with high credit quality financial institutions. The Company does not enter into master netting arrangements. The Company periodically assesses the creditworthiness of the institutions with which it invests. The Company does, however, maintain invested balances in excess of federally insured limits; however, the Company has never experienced any losses related to these balances.

Debt Issuance Costs

Debt issuance costs incurred by the Company are capitalized and amortized over the life of the related debt using the effective interest rate method and are included as a reduction in long-term debt in the accompanying consolidated balance sheets. The amortization of debt issuance costs is included in interest expense on the accompanying consolidated statements of operations.

Asset Retirement Obligations

The Company accounts for its asset retirement obligations by recognizing a liability for the fair value of a conditional asset retirement obligation when incurred if the fair value of the liability can be reasonably estimated.

Certain of the Company’s franchise agreements and leases contain provisions requiring the Company to restore facilities or remove equipment upon the maturity of the franchise or lease agreement. The Company expects to continually renew its franchise agreements. Accordingly, the Company has determined a remote possibility that the Company would be required to incur significant restoration or removal costs related to these franchise agreements in the foreseeable future. An estimated liability, which could be significant, would be recorded in the unlikely event a franchise agreement containing such a provision were no longer expected to be renewed.

An estimate of the obligations related to the removal provisions contained in the Company’s lease agreements has been made and recorded in other non-current liabilities in the consolidated balance sheet; however, the amount is not material.

F-12

Revenue Recognition

Residential and business subscription services revenue consists primarily of monthly recurring charges for HSD, Video, and Telephony services, including charges for equipment rentals and other regulatory fees, and non-recurring charges for optional services, such as pay-per-view, video-on-demand, and other events provided to the customer. Monthly charges for residential and business subscription services are billed in advance and recognized as revenue over the period of time the associated services are provided to the customer.

Charges for optional services are generally billed in arrears and revenues are recognized at the point in time when the services are provided to the customer. Residential and business customers may be charged non-recurring upfront fees associated with installation and other administrative activities. Charges for upfront fees associated with installation and other administrative activities are initially recorded as unearned service revenue and recognized as revenue over the expected period of benefit for residential customers and over the contract term for business customers.

The Company is required to pay certain cable franchising authorities an amount based on the percentage of gross revenue derived from Video services. The Company generally passes these fees and other similar regulatory and ancillary fees on to the customer. Revenues from regulatory and other ancillary fees passed on to the customer are reported with the associated service revenue and the corresponding costs are reported as an operating expense.

The Company’s trade receivables are subject to credit risk, as customer deposits are generally not required. The Company’s credit risk is limited due to the large number of customers, individually small balances and short payment terms. The Company manages credit risk by screening applicants through the use of internal customer information, identification verification tools and credit bureau data. If a customer account is delinquent, various measures are used to collect amounts owed, including termination of the customer’s service.

Costs and Expenses

The Company’s expenses consist of operating, selling, general and administrative expenses, depreciation and amortization expense and interest expense. Business interruption insurance proceeds are recorded to operating expense in the statements of operations.

Programming Costs

Programming is acquired for distribution to subscribers, generally pursuant to multi-year license agreements, with rates typically based on the number of subscribers that receive the programming. These programming costs are included in operating expenses in the month the programming is distributed.

Advertising Costs

The cost of advertising is expensed as incurred and is included in selling, general and administrative expenses in the accompanying consolidated statements of operations. Advertising expense during the years ended December 31, 2023, 2022 and 2021 was $36.6 million, $36.5 million and $39.5 million, respectively.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the difference is expected to reverse. Additionally, the impact of changes in the tax rates and laws on deferred taxes, if any, is reflected in the financial statements in the period of enactment. Valuation allowances are established to reduce deferred tax assets to the amount that will more likely than not be realized. To the extent that a determination was made to establish or adjust a valuation allowance, the expense or benefit is recorded in the period in which the determination is made.

F-13

From time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the tax consequences of these transactions. The Company prepares and files tax returns based on its interpretation of tax laws and regulations. In the normal course of business, the tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax, interest and penalty assessments by these taxing authorities. In determining the Company’s income tax provision for financial reporting purposes, the Company establishes a reserve for uncertain income tax positions unless such positions are determined to be more likely than not of being sustained upon examination, based on their technical merits. That is, for financial reporting purposes, the Company only recognizes tax benefits taken on the tax return that the Company believes are more likely than not of being sustained upon examination. There is considerable judgment involved in determining whether positions taken on the tax return are more likely than not of being sustained.

The Company adjusts its tax reserve estimates periodically because of ongoing examinations by, and settlements with, the various taxing authorities, as well as changes in tax laws, regulations and interpretations. The consolidated income tax provision of any given year includes adjustments to prior year income tax accruals that are considered appropriate and any related estimated interest and penalties. The Company’s policy is to recognize, when applicable, interest and penalties on uncertain income tax positions as part of income tax provision.

Derivative Financial Instruments

The Company may use derivative financial instruments to manage its exposure to fluctuations in interest rates by entering into interest rate exchange agreements such as interest rate swaps. All derivatives, whether designated as a hedge or not, are required to be recorded on the consolidated balance sheet at fair value. If the derivative is designated as a hedge and is highly effective as a hedging instrument, recognition of changes in fair value depend on whether the derivative is used in a fair value hedge, in which changes are recognized in earnings, or cash flow hedge, in which changes are recognized in other comprehensive income. If the derivative is not designated as a hedge, changes in the fair value of the derivative are recognized in earnings. Refer to Note 10 – Derivative Instruments and Hedging Activities for a discussion of hedging activities for the periods presented.

Stock-based Compensation

The Company’s stock-based compensation consists of liability and equity based restricted stock awards with service, performance and market conditions. Restricted stock awards are measured at the grant date fair value and amortized to stock compensation expense over the requisite service period. The fair value of restricted stock awards with market conditions are measured utilizing Monte Carlo simulations. Awards with performance or market conditions will vest based on the Company’s achievement level relative to specific requirements. For all restricted stock awards, the Company accounts for forfeitures as they occur. Refer to Note 13 – Stock-Based Compensation for a discussion of the Company’s stock-based compensation for the periods presented.

Segments

The Company’s chief operating decision maker (“CODM”) regularly reviews the Company’s results to assess the Company’s performance and allocates resources at a consolidated level. Although the consolidated results include the Company’s three products (i) HSD; (ii) Video; and (iii) Telephony and are used to assess performance by product(s), decisions to allocate resources (including capital) are made to benefit the consolidated Company. The three products are delivered through a unified network and have similar types or classes of customers. Furthermore, the decision to allocate resources to plant maintenance and to upgrade the Company’s service delivery over a unified network to the customer benefits all three product offerings and is not based on any given service product. As such, management has determined that the Company has one reportable segment, broadband services.

F-14

Recently Issued Accounting Pronouncements

ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280), Improvement to Reportable Segment Disclosures. ASU 2023-07 will require public business entities (“PBEs”) to disclose, on an annual and interim basis, significant segment expenses provided to the chief operating decision maker (“CODM”) including a profit and loss; an amount for other segment items by reportable segment, including a description of composition; annual disclosures about a reportable segment’s profit or loss; if a CODM uses more than one measure of a segment’s profit or loss the PBE may report one or more of those additional measures; and requires that a PBE disclose the title and position of the CODM. The updated disclosure requirements are to be adopted for annual periods beginning after December 15, 2023. The Company does not anticipate adoption will have a material impact on the financial position, results of operations or cash flows.

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In October 2023, FASB issued Accounting Standard Update (“ASU”) 2023-09, Income Taxes (Topic 740), Improvement to Income Tax Disclosures. ASU 2023-09 will require all entities to disclose more detailed information in their reconciliation of their statutory tax rate to their effective tax rate. This requires PBEs to include incremental detail in a numerical, tabular format, while all other entities will do so through enhanced qualitative disclosures. The ASU also requires entities to disclose more detailed information about income taxes paid, including by jurisdiction; pretax income (or loss) from continuing operations; and income tax expense (or benefit). The updated disclosure requirements are to be adopted for annual periods beginning after December 15, 2023. The Company does not anticipate adoption will have a material impact on the financial position, results of operations or cash flows.

3. Revenue from Contracts with Customers

Residential and Business Subscription Services

●

HSD revenue consists primarily of fixed monthly fees for data service, including charges for rentals of modems, and revenue recognized related to non-recurring upfront fees associated with installation and other administrative activities provided to HSD customers.

●

Video revenue consists of fixed monthly fees for basic, premium and digital cable television services, including charges for rentals of video converter equipment, other regulatory fees, and revenue recognized related to non-recurring upfront fees associated with installation and other administrative activities provided to video customers, as well as non-recurring charges for optional services, such as pay-per-view, video-on-demand and other events provided to the customer.

●

Telephony revenue consists of fixed monthly fees for local services, including certain regulatory and ancillary customer fees, and enhanced services, such as call waiting and voice mail, revenue recognized related to non-recurring upfront fees associated with installation and other administrative activities provided to telephony customers as well as charges for measured and flat rate long-distance service.

The majority of the Company’s residential customers have entered into month-to-month contracts. Whereas business customers have entered into either month-to-month contracts or non-cancellable contracts for subscription services with an average contract term of 30 months.

F-15

The Company is required to pay certain cable franchising authorities an amount based on the percentage of gross revenue derived from video services. The Company generally passes these fees and other similar regulatory and ancillary fees on to the customer. Revenues from regulatory and other ancillary fees passed on to the customer are reported with the associated service revenue and the corresponding costs are reported as an operating expense.

Bundled Subscription Services

The Company often markets multiple subscription services as part of a bundled arrangement that may include a discount. When customers have entered into a bundled service arrangement, the total transaction price for the bundled arrangement is allocated between the separate services included in the bundle based on their relative stand-alone selling prices. The allocation of the transaction price in bundled services requires judgment, particularly in determining the stand-alone selling prices for the separate services included in the bundle. The stand-alone selling price for the majority of services are determined based on the prices at which the Company separately sells the service. For services sold on an infrequent basis and for a wide range of prices, the Company estimates stand-alone selling prices using the adjusted market assessment approach, which considers the prices of competitors for similar services.

Other Business Services Revenue

Other business services revenue consists primarily of monthly recurring charges for session initiated protocol, web hosting, metro ethernet, wireless backhaul, broadband carrier, and cloud infrastructure services provided to business customers. Other business services revenue also includes recurring charges for wholesale and colocation services. Monthly charges for other business services are generally billed in advance and recognized as revenue when the associated services are provided to the customer.

Other Revenue

Other revenue consists primarily of revenue from line assurance warranty services provided to residential and business customers and revenue from advertising placement. Monthly charges for line assurance warranty services are generally billed in advance and recognized as revenue over the period of time the warranty services are provided to the customer. Charges for advertising placement are generally billed in arrears and recognized as revenue at the point in time when the advertising is distributed.

Government Assistance

The Company adopted ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance prospectively as of January 1, 2022. The Company receives government assistance in the form of cash from multiple funds distributed by the National Exchange Carrier Association. Certain of the funds received are recorded as revenue upon receipt in the consolidated income statement. Whereas assistance received from other funds, specifically the Connect America Fund Broadband Loop Support (“CAF BLS”) has certain network construction requirements which are accounted for by utilizing the capital approach under a grant model by analogy in accordance with International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”).

The Company receives government assistance from the CAF BLS for certain network build-out construction projects. The Company accounts for the assistance received as a reduction to property, plant and equipment, as the primary conditions for receipt of these grants are to build-out the broadband network. If the assistance received is greater than the cost of the asset constructed, the excess is recognized as revenue upon completion of the project build-out. For the years ended December 31, 2023, 2022 and 2021, the Company recognized $2.3 million, $3.4 million and $3.3 million, respectively, in HSD residential subscription revenue related to excess funding received over the cost of construction for network build-out projects completed. The Company will continue to receive funding related to these programs through December 31, 2028 and will continue to recognize this funding as revenue. The build-out obligations were completed and accepted as of December 31, 2022.

F-16

Revenue by Service Offering

The following table presents revenue by service offering:


	Year ended December 31,
	2023		2022		2021

	(in millions)
Residential subscription
HSD(1)	$	355.2	$	339.9	$	329.0
Video		146.3		173.5		204.1
Telephony		21.7		24.3		28.5
Total Residential subscription	$	523.2	$	537.7	$	561.6
Business subscription
HSD	$	75.2	$	72.2	$	70.1
Video		11.3		11.7		11.4
Telephony		25.9		27.1		28.9
Total business subscription	$	112.4	$	111.0	$	110.4
Total subscription services revenue		635.6		648.7		672.0
Other business services revenue(2)		21.0		21.2		22.3
Other revenue		30.1		35.0		31.4
Total revenue	$	686.7	$	704.9	$	725.7

(1)	Includes revenue recognized of $2.3 million, $3.4 million and $3.3 million related to the CAF BLS for the years ended December 31, 2023, 2022 and 2021, respectively.

(2)	Includes wholesale and colocation lease revenue of $19.4 million, $19.1 million, and $19.4 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Promotional Costs

The Company recognizes upfront promotional gift cards given to customers as a deferred promotional cost. Promotional costs are amortized over the estimated customer life, which generally ranges from three to four years for residential customers and five to six years for business customers. The current portion and the non-current portion of promotional costs are included in prepaid expenses and other and other noncurrent assets, respectively, in the Company’s consolidated balance sheets. Amortization of promotional costs is recognized as contra revenue in the Company’s consolidated statements of operations.

The following table summarizes the activity of promotional costs:


	Year ended December 31,
	2023		2022		2021

	(in millions)
Balance at beginning of period	$	18.0	$	9.5	$	3.4
Deferral		9.8		13.3		8.2
Amortization		(7.4)		(4.8)		(2.1)
Balance at end of period	$	20.4	$	18.0	$	9.5

The following table presents the current and non-current portion of promotional costs for the periods presented:


	December 31, 2023		December 31, 2022

	(in millions)
Current promotional costs		8.0		6.1
Non-current promotional costs		12.4		11.9
Total promotional costs	$	20.4	$	18.0

F-17

Costs of Obtaining Contracts with Customers

The Company recognizes an asset for incremental costs of obtaining contracts with customers when it expects to recover those costs. Costs which would be incurred regardless of whether a contract is obtained are expensed as they are incurred. Costs of obtaining contracts with customers are amortized over the expected period of benefit, which generally ranges from three to four years for residential customers and five to six years for business customers. The current portion and the non-current portion of costs of contract assets are included in prepaid expenses and other and other noncurrent assets, respectively, in the Company’s consolidated balance sheets. Amortization of costs of obtaining contracts with customers is included in selling, general and administrative expense in the Company’s consolidated statements of operations.

The following table summarizes the activity of costs of obtaining contracts with customers:


	Year ended December 31,
	2023		2022		2021

	(in millions)
Balance at beginning of period	$	39.5	$	37.3	$	31.8
Deferral		19.2		16.6		15.5
Amortization		(16.3)		(14.4)		(10.0)
Balance at end of period	$	42.4	$	39.5	$	37.3

The following table presents the current and non-current portion of costs of obtaining contracts with customers for the periods presented:


	December 31, 2023		December 31, 2022

	(in millions)
Current costs of obtaining contracts with customers	$	16.5	$	15.6
Non-current costs of obtaining contracts with customers		25.9		23.9
Total costs of obtaining contracts with customers	$	42.4	$	39.5

Contract Liabilities

Monthly charges for residential and business subscription services are billed in advance and recorded as unearned service revenue. Residential and business customers may be charged non-recurring upfront fees associated with installation and other administrative activities. Charges for upfront fees associated with installation and other administrative activities are initially recorded as unearned service revenue and recognized as revenue over the expected period of benefit for residential customers, which has been estimated as five months, and over the contract term for business customers, which has been estimated as 30 months. The Company has estimated the expected period of benefit for residential customers based on consideration of quantitative and qualitative factors including the average installation fee charged, the average monthly revenue per customer, and customer behavior. The current portion and the non-current portion of contract liabilities are included in current portion of unearned service revenue and other non-current liabilities, respectively, in the Company’s consolidated balance sheets.

The following tables present the activity of current and non-current contract liabilities:


	Year ended December 31,
	2023		2022		2021

	(in millions)
Balance at beginning of period	$	2.7	$	3.3	$	2.9
Deferral		10.7		11.9		12.4
Revenue recognized		(10.9)		(12.5)		(12.0)
Deferral	$	2.5	$	2.7	$	3.3

F-18

The following table presents the current and non-current portion of contract liabilities as of the periods presented:


	December 31, 2023		December 31, 2022

	(in millions)
Current contract liabilities	$	2.2	$	2.4
Non-current contract liabilities		0.3		0.3
Total contract liabilities	$	2.5	$	2.7

Unsatisfied Performance Obligations

Revenue from month-to-month residential subscription service contracts have historically represented a significant portion of the Company’s revenue and the Company expects that this will continue to be the case in future periods. All residential subscription service performance obligations will be satisfied within one year.

A summary of expected business subscription and other business services revenue to be recognized in future periods related to performance obligations which have not been satisfied or are partially unsatisfied as of December 31, 2023 is set forth in the table below:


	2024		2025		2026		Thereafter		Total

	(in millions)
Subscription services	$	49.4	$	26.9	$	8.7	$	3.1	$	88.1
Other business services		3.1		1.5		0.6		0.1		5.3
Total expected revenue	$	52.5	$	28.4	$	9.3	$	3.2	$	93.4

Provision for Doubtful Accounts

The provision for doubtful accounts and the allowance for doubtful accounts are based on the aging of the individual receivables, historical trends and current and anticipated future economic conditions. The Company manages credit risk by disconnecting services to customers who are delinquent, generally after 100 days of delinquency. The individual receivables are written-off after all reasonable efforts to collect the funds have been made. Actual write-offs may differ from the amounts reserved.

The following table presents the change in the allowance for doubtful accounts for trade accounts receivable:


	Year ended December 31,
	2023		2022		2021

	(in millions)
Accounts receivable - trade	$	45.5	$	44.2	$	45.2

Allowance for doubtful accounts:
Balance at beginning of period	$	4.3	$	4.3	$	6.7
Provision charged to expense(1)		12.7		6.0		8.3
Accounts written off, net of recoveries		(10.3)		(6.0)		(10.7)
Balance at end of period	$	6.7	$	4.3	$	4.3

Accounts receivable - trade, net of allowance for doubtful accounts	$	38.8	$	39.9	$	40.9

(1)	During 2022, the Company released $1.6 million of reserves established in 2020 related to COVID-19. The Company did not release such reserves during the years ended December 31, 2023 and 2021.

(1)

F-19

4. Property, Plant and Equipment

Property, plant and equipment consist of the following:


	December 31,		December 31,
	2023		2022

	(in millions)
Distribution facilities	$	1,510.6	$	1,341.1
Customer premise equipment		274.9		272.3
Head-end equipment		296.5		256.7
Computer equipment and software		182.0		156.4
Telephony infrastructure		48.0		52.4
Buildings and leasehold improvements		33.4		33.4
Vehicles		28.1		22.9
Office and technical equipment		19.1		19.1
Land		4.4		4.4
Construction in progress (including material inventory and other)		76.6		43.5
Total property, plant and equipment		2,473.6		2,202.2
Less accumulated depreciation		(1,643.2)		(1,476.4)
	$	830.4	$	725.8

Depreciation expense for the years ended December 31, 2023, 2022 and 2021, was $192.8 million, $178.9 million, and $168.9 million, respectively. Included in depreciation and amortization expense in the consolidated statement of operations were net losses on sales of operating assets of $0.4 million, net gains of $1.1 million, and nil for the years ended December 31, 2023, 2022, and 2021, respectively.

The Company recognized insignificant asset write-offs for the years ended December 31, 2023, 2022 and 2021.

5. Leases

The Company leases certain property, vehicles and equipment for use in its operations. The Company determines if an arrangement is or contains a lease at inception. The Company has lease agreements with lease and non-lease components and has elected to not separate these components for all classes of underlying assets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. Leases with initial terms greater than 12 months are recorded as operating or financing leases on the consolidated balance sheet. As of December 31, 2023, financing lease assets of $31.2 million are included in property, plant and equipment on the consolidated balance sheet. Financing lease liabilities are included within the current and long-term portions of long-term debt and finance lease obligations of $11.0 million and $13.6 million, respectively.

Right-of-use lease assets and lease liabilities are recognized upon lease commencement based on the present value of the future minimum lease payments over the lease term. The Company utilizes a collateralized incremental borrowing rate based on information available at the lease commencement date in determining the present value of future payments, unless the rate is implicit in the lease agreement. The operating and finance leases may contain variable payments for common-area maintenance, taxes and insurance, and repairs and maintenance. Variable payments are recognized when incurred and not included in the measurement of the right-of-use asset and lease liability. In instances where customer premise equipment would qualify as a lease, the Company applies the practical expedient to combine the operating lease with the subscription revenue as a single performance obligation in accordance with revenue recognition accounting guidance as the subscription service is the predominant component.

The Company’s lease agreements may contain options to extend the lease term beyond the initial term, termination options, and options to purchase the underlying asset. The Company has not included these options in the lease term or the related payments in the measurement of the ROU asset and lease liabilities as the Company has determined the options are not reasonably certain to be exercised.

F-20

Lease components are classified as follows:


		Year ended December 31,
	Classification		2023	2022

		(in millions)
Finance lease cost
Amortization of leased asset	Depreciation	$	9.3	$	8.9
Interest on lease liabilities	Interest expense		1.1		0.9
Operating lease cost(1)	Operating expense		7.5		6.2
Sublease income(2)	Other income		(0.9)		(0.8)
Net lease cost		$	17.0	$	15.2

(1)	Includes short-term lease and variable costs of $1.5 and $0.7 million for the years ended December 31, 2023 and 2022, respectively.

(2)	The Company has four total sublease agreements of which three expire in 2024 and one expires in 2029. The subleases are for office and warehouse space.

The following table presents aggregate lease maturities as of December 31, 2023:


	Finance Leases		Operating Leases		Total

	(in millions)
2024	$	12.2	$	5.5	$	17.7
2025		7.7		5.2		12.9
2026		4.5		4.2		8.7
2027		1.8		3.2		5.0
2028		0.6		2.9		3.5
Thereafter		—		5.9		5.9
Total lease payments		26.8		26.9		53.7
Less: interest		2.2		4.6		6.8
Present value of lease liabilities	$	24.6	$	22.3	$	46.9

The following table presents aggregate lease maturities as of December 31, 2022:


	Finance Leases		Operating Leases		Total

	(in millions)
2023	$	11.1	$	5.7	$	16.8
2024		7.2		4.8		12.0
2025		2.7		3.4		6.1
2026		0.6		2.2		2.8
2027		0.1		1.2		1.3
Thereafter		—		1.3		1.3
Total lease payments		21.7		18.6		40.3
Less: interest		1.1		2.1		3.2
Total lease payments	$	20.6	$	16.5	$	37.1

F-21

The following table presents weighted average remaining lease terms and discount rates:


	Year ended December 31,
	2023		2022
Weighted-average remaining lease term (in years)
Finance Leases	2.7		2.2
Operating Leases	5.8		4.0
Weighted-average discount rate
Finance Leases	6.06	%	4.59	%
Operating Leases	6.41	%	5.88	%

The following table presents other information related to operating and finance leases:


	Year ended December 31,
	2023		2022

	(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	5.4	$	5.3
Operating cash flows from finance leases		1.1		0.9
Financing cash flows from finance leases		12.2		12.1
Right-of-use assets obtained in exchange for lease obligations:
Finance leases		16.3		10.3
Operating leases		11.0		2.7

6. Franchise Operating Rights & Goodwill

Changes in the carrying amounts of the Company’s franchise operating rights and goodwill during 2023 and 2022 are set forth below:


	January 1,				December 31,
	2023		Impairment		2023

	(in millions)
Franchise operating rights	$	585.1	$	(306.8)	$	278.3
Goodwill		225.1		—		225.1
	$	810.2	$	(306.8)	$	503.4


	January 1,				December 31,
	2022		Impairment		2022

	(in millions)
Franchise operating rights	$	620.1	$	(35.0)	$	585.1
Goodwill		225.1		—		225.1
	$	845.2	$	(35.0)	$	810.2

Franchise Operating Rights

The Company evaluates the recoverability of its franchise operating rights at least annually on October 1, or more frequently whenever events or substantive changes in circumstances indicate that the assets might be impaired. Franchise operating rights are evaluated for impairment by comparing the carrying value of the intangible asset to its estimated fair value, utilizing both quantitative and qualitative methods, at the lowest level of identifiable cash flows, which generally represent the markets in which the Company operates. Qualitative analysis is performed for franchise assets in the event the previous analysis indicates that there is a significant margin between the estimated fair value of franchise operating rights and the carrying value of those rights, and that it is more likely than not that the estimated fair value equals or exceeds its carrying value.

F-22

For franchise operating rights that were evaluated using quantitative analysis, the Company calculates the estimated fair value of franchise operating rights using the multi-period excess earnings method, an income approach, which calculates the estimated fair value of an intangible asset by discounting its future cash flows. The estimated fair value is determined based on discrete discounted future cash flows attributable to each franchise operating right intangible asset using assumptions consistent with internal forecasts. Assumptions in estimating fair value under this method include, but are not limited to, revenue and subscriber growth rates (less anticipated customer churn), operating expenditures, capital expenditures (including any build out), market share achieved or market multiples, contributory asset charge rates, tax rates and a discount rate. The discount rate used in the model represents a weighted average cost of capital and the perceived risk associated with an intangible asset such as the Company’s franchise operating rights. If the fair value of the franchise operating right asset was less than its carrying value, the Company recognizes an impairment charge for the difference between the fair value and the carrying value of the asset.

During the second, third and fourth quarters of 2023, the Company determined that due to declining cash flows in certain markets, a triggering event had occurred that required an interim impairment analysis. Key assumptions utilized in the analyses include cash flow projections, including revenue growth rates ranging from approximately (69.0)% to 17.0% and customer attrition rates ranging from approximately 17.0% to 42.0%, and a discount rate of 15.5%. As a result of the interim impairment analyses performed in each period, the estimated fair value of certain franchise operating right assets was determined to be below the carrying value, which resulted in the recognition of non-cash impairment losses.

The table below outlines the total impairment charges recognized in each market for the periods presented:


	Year Ended December 31,
	2023		2022

	(in millions)
Columbus, GA	$	48.1	$	—
Huntsville, AL		88.0		28.5
Augusta, GA		50.4		—
Montgomery, AL		40.0		—
Charleston, SC		17.0		—
Panama City, FL		30.5		6.5
Valley, AL		12.5		—
Knoxville, TN		7.8		—
Newnan, GA		12.0		—
Dothan, AL		0.5		—
Total	$	306.8	$	35.0

The Company recognized non-cash impairment losses of $306.8 million, $35.0 million, and nil for the years ended December 31, 2023, 2022, and 2021, respectively. The primary driver of the impairment charges was a decline in the estimated fair market value of indefinite-lived intangible assets in certain markets. For the year ended December 31, 2023, the decline is primarily due to declining cash flows in the markets listed above and an increase in the discount rate used to estimate fair value, combined with the decline in the Company’s common stock price. For the year ended December 31, 2022, the decline was primarily due to the decline in the Company’s stock and revisions to market-level forecasts. The impairment charges do not have an impact on the Company’s intent and/or ability to renew or extend existing franchise operating rights.

Goodwill

The Company evaluates goodwill for impairment at least annually on October 1, at the reporting unit level utilizing both quantitative and qualitative methods. Qualitative analysis is performed for goodwill in the event the previous analysis indicates that there is a significant margin between estimated fair value and carrying value of goodwill, and that it is more likely than not that the estimated fair value exceeds the carrying value. In the event that a quantitative analysis is performed, any excess of the carrying value of goodwill over the estimated fair value of goodwill is expensed as an impairment loss.

F-23

The Company determines the estimated fair value utilizing a market approach that incorporates the approximate market capitalization as of the annual testing date, increased by the quoted market price of the Company’s debt and adjusted for a control premium.

Based on the annual analysis performed for the current year and prior two years, the estimated fair value of goodwill exceeded the carrying value. As such, no impairment charge was recognized during these periods. During the second, third and fourth quarters of 2023, the Company determined that due to declining cash flows in certain markets, a triggering event had occurred that required an interim impairment analysis. In each interim impairment analysis performed, the estimated fair value of goodwill exceeded the carrying value, and as such, no impairment charge was recognized.

The Company had accumulated goodwill impairment losses of $193.9 million for both the years ended December 31, 2023 and 2022.

7. Intangible Assets Subject to Amortization

Intangible assets subject to amortization consist primarily of multiple-dwelling unit and customer relationships. Changes in the carrying amounts are set for the periods presented:


	January 1,						December 31,
	2023		Acquisitions		Amortization		2023

	(in millions)
Other	$	1.3	$	—	$	(0.3)	$	1.0


	January 1,						December 31,
	2022		Acquisitions		Amortization		2022

	(in millions)
Other	$	1.7	$	—	$	(0.4)	$	1.3

Amortization expense is included in depreciation and amortization expense in the accompanying consolidated statements of operations. Amortization expense for years ended December 31, 2023, 2022 and 2021 was $0.3 million, $0.4 million and $0.4 million, respectively.

Scheduled amortization of the Company’s intangible assets as of December 31, 2023 is as follows:


	Amortization
	(in millions)
2024	$	0.3
2025		0.2
2026		0.2
2027		0.1
2028		0.1
Thereafter		0.1
	$	1.0

F-24

8. Accrued Liabilities and Other

Accrued liabilities and other consist of the following:


	December 31,		December 31,
	2023		2022

	(in millions)
Payroll and employee benefits	$	15.5	$	22.2
Programming costs		11.4		15.9
Patent litigation settlement		10.0		1.3
Other accrued liabilities		6.8		3.6
Restructuring related to employee severance		5.4		4.1
Franchise and revenue sharing fees		4.9		5.6
Utility pole costs		2.4		1.6
Professional fees		2.1		5.0
Property, income, sales and use taxes		1.5		5.8
Customer cash collections (Transition Services Agreements)		—		3.6
	$	60.0	$	68.7

9. Long-Term Debt and Finance Lease Obligations

The following table summarizes the Company’s long-term debt and finance lease obligations:


							December 31,
	December 31, 2023						2022
	Available
	borrowing		Effective		Outstanding		Outstanding
	capacity		interest rate(1)		balance		balance

	(in millions)
Long-term debt:
Term B Loans, net(2)	$	—	8.35	%	$	711.3	$	717.7
Revolving Credit Facility(3)		44.3	8.12	%		201.0		9.0
Total long-term debt	$	44.3				912.3		726.7
Other Financing						1.4		—
Finance lease obligations						24.6		20.6
Total long-term debt, finance lease obligations and other						938.3		747.3
Debt issuance costs, net(4)						(3.8)		(4.6)
Sub-total						934.5		742.7
Less current portion						(18.8)		(17.7)
Long-term portion					$	915.7	$	725.0

(1)	Represents the effective interest rate in effect for all borrowings outstanding as of the year ended December 31, 2023 pursuant to each debt instrument including the applicable margin.

(2)	At December 31, 2023 and 2022 includes $4.1 million and $5.0 million of net unamortized discounts, respectively.

(3) Available borrowing capacity at December 31, 2023 represents $250.0 million of total availability less borrowings of $201.0 million on the Revolving Credit Facility, and outstanding letters of credit of $4.7 million. Letters of credit are used in the ordinary course of business and are released when the respective contractual obligations have been fulfilled by the Company.

(4) At December 31, 2023 and 2022 debt issuance costs include $3.0 million and $3.5 million related to Term B Loans and $0.8 million and $1.1 million related to the Revolving Credit Facility, respectively.

F-25

On December 20, 2021, the Company entered into a secured credit agreement with Morgan Stanley Senior Funding, Inc., as administrative agent, collateral agent and issuing bank (the “Credit Agreement”). The Credit Agreement consists of (i) a Senior Secured Term B Loan in an aggregate principal amount of $730.0 million (“Term B Loan”) and (ii) a $250.0 million revolving credit commitment (“Revolving Credit Facility” together with the Term B Loan, the “Senior Secured Credit Facility”). The Term B Loan matures in December 2028 and bears interest at a rate equal to the Secured Overnight Financing Rate (“SOFR”) plus 3.00%, subject to a 50 basis point floor, and the revolving credit commitment bears interest at a rate equal to SOFR plus 2.75%, subject to a 50 basis point commitment fee rate for unused commitments, and matures in December 2026. The Term B Loan and Revolving Credit Facility are secured on a first-priority basis by a lien on substantially all of the Company’s assets, subject to certain exceptions and permitted liens.

The Credit Agreement contains certain (a) restrictive covenants, including, but not limited to, restrictions on the entry into burdensome agreements, the prohibition of the incurrence of certain indebtedness secured by liens, restrictions on the ability to make certain payments and to enter into certain merger, consolidation, asset sale and affiliate transactions, and (b) financial maintenance covenants, including, but not limited to, a maximum leverage ratio, a minimum fixed charge ratio and a maximum secured indebtedness ratio. The Credit Agreement also contains representations and warranties, affirmative covenants and events of default customary for an agreement of its type.

The Credit Agreement allows for the issuance of letters of credit. The aggregate amount of undrawn letters of credit cannot exceed $20.0 million and are used in the ordinary course of business and released when the respective contractual obligations have been fulfilled by the Company. The Company did not have any cash collateralized letters of credit as of December 31, 2023.

On the date of re-financing, the Company repaid the unpaid principal balance of its Term B Loans under the previous eighth amendment (“Eighth Amendment”) to its previous credit agreement dated July 17, 2017, with JPMorgan Chase Bank, N.A., as the administrative agent and revolver agent. Under the Eighth Amendment, (i) the previous Term B loans matured on August 19, 2023 and bore interest, at the Company’s option, at a rate equal to ABR plus 2.25% or LIBOR plus 3.25%, and (ii) the borrowings under the revolving credit facility matured on May 31, 2022 and bore interest, at the Company's option, at a rate equal to ABR plus 2.00% or LIBOR plus 3.00%.

As a result of the re-financing, the Company recorded a $3.2 million loss on early extinguishment of debt related to the write-off of unamortized debt issuance and third-party costs during the year ended December 31, 2021. As of December 31, 2023, the Company was in compliance with all debt covenants in the Credit Agreement.

Amortization of debt issuance costs and debt discount, all of which are included in interest expense in the accompanying consolidated statements of operations, for the years ended December 31, 2023, 2022 and 2021 are as follows:


	December 31,
	2023		2022		2021

	(in millions)
Amortization of deferred issuance costs	$	0.9	$	0.9	$	2.4
Amortization of debt discount		0.8		0.8		2.3

Principal maturities of our long-term debt, excluding finance lease obligations, as of December 31, 2023 are as follows:


	Long-term Debt
	(in millions)
2024	$	7.3
2025		7.3
2026		208.3
2027		7.3
2028		686.2
	$	916.4

F-26

10. Derivative Instruments and Hedging Activities

The Company is exposed to certain risks during the normal course of its business arising from adverse changes in interest rates. The Company selectively uses derivative financial instruments (“derivatives”), including interest rate swaps, to manage interest rate risk. The Company does not hold or issue derivative instruments for speculative purposes. Fluctuations in interest rates can be volatile, and the Company’s risk management activities do not totally eliminate these risks. Consequently, these fluctuations could have a significant effect on the Company’s financial results.

The Company’s exposure to interest rate risk results primarily from its variable rate borrowings. On May 9, 2018, the Company entered into variable to fixed interest rate swap agreements for a notional amount of $1,361.2 million to hedge a portion of the outstanding principal balance of its variable rate term loan debt. The Company’s outstanding derivatives had a notional amount of $1,323.5 million and the fair value was presented within accrued liabilities and other of $9.4 million within the consolidated balance sheet as of December 31, 2020. The Company recorded no such amounts as of December 31, 2023 and 2022 as the interest rate swap contracts expired in May 2021.

Gains on derivatives designated as cash flow hedges were included in the consolidated statements of comprehensive income for the periods below.


	Year ended
	December 31,
	2021
	(in millions)
Interest rate swap contracts(1)
Gain recorded in AOCI on derivatives, before tax	$	8.5
Tax impact		(2.0)
Gain recorded in AOCI on derivatives, net	$	6.5

(1)

Gains (losses) on derivatives reclassified from AOCI into income are included in “Interest expense” in the consolidated statements of operations, the same income statement line item as the earnings effect of the hedged item. Losses recognized in the consolidated statements of operations for the year ended December 31, 2021 were $9.5 million. The Company did not hold such instruments during the years ended December 31, 2023 and 2022.

For the periods presented, all cash flows associated with derivatives are classified as operating cash flows in the consolidated statements of cash flows.

11. Fair Value Measurements

The fair values of cash and cash equivalents, receivables and trade payables approximate their carrying values due to the short-term nature of these instruments. For assets and liabilities of a long-term nature, the Company determines fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Market or observable inputs are the preferred source of values, followed by unobservable inputs or assumptions based on hypothetical transactions in the absence of market inputs. The Company applies the following hierarchy in determining fair value:

●

Level 1, defined as observable inputs being quoted prices in active markets for identical assets;

●

Level 2, defined as observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

●

Level 3, defined as values determined using models that utilize significant unobservable inputs for which little or no market data exists, discounted cash flow methodologies or similar techniques, or other determinations requiring significant management judgment or estimation.

F-27

The estimated fair value of the Company’s long-term debt is based on dealer quotes considering current market rates for the Company’s credit facility and is classified as Level 2. The ratio of the Company’s aggregate debt balance has trended from quoted market prices in active markets to quoted prices in non-active markets. The fair value of the Company’s long-term debt was valued at $661.7 million and $699.2 million as of December 31, 2023 and 2022, respectively. Long-term debt fair value does not include debt issuance costs and discounts. There were no transfers into or out of Level 1, 2 or 3 during the years ended December 31, 2023 and 2022.

The Company’s nonfinancial assets such as franchises, property, plant, and equipment, and other intangible assets are not measured at fair value on a recurring basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence that an impairment may exist. When such impairments are recorded, fair values are generally classified within Level 3 of the valuation hierarchy.

12. Equity

Common Stock Repurchase Plan

On October 4, 2022, the Company’s Board of Directors authorized the Company to repurchase up to $50.0 million of its outstanding common stock. The Company completed the Share Repurchase Program in June 2023 with approximately 4.9 million shares purchased for $50.4 million (including commissions).

The following table summarizes the Company’s purchases of WOW common stock during the years ended December 31, 2023, 2022 and 2021. These shares are reflected as treasury stock in the Company’s consolidated balance sheets.


	Year ended December 31,
	2023	2022	2021

	(shares)
Share buybacks	3,751,803	1,183,151	—
Income tax withholding(1)	872,461	395,606	494,458
	4,624,264	1,578,757	494,458

(1)	Generally, the Company withholds shares to cover the income tax withholding of the employee upon vesting. The total fair value of restricted shares vested was $8.4 million, $30.4 million, and $28.9 million for the years ended December 31, 2023, 2022 and 2021, respectively.

13. Stock-based Compensation

The Company’s stock incentive plan, the 2017 Omnibus Incentive Plan, provides for grants of stock options, restricted stock and performance awards. The Company’s directors, officers and other employees and persons who engage in services for the Company are eligible for grants under the plan. The stock incentive plan has authorized 15,924,128 shares of the Company’s common stock to be available for issuance, subject to adjustment in the event of a reorganization, stock split, merger or similar change in the Company’s corporate structure or the outstanding shares of common stock.

Restricted stock awards generally vest ratably over a four year period based on the date of grant. For restricted stock awards that contain only service conditions for vesting, the Company calculates the award fair value based on the closing stock price on the accounting grant date.

For the years ended December 31, 2023, 2022 and 2021 the Company recorded $16.8 million, $25.8 million and $15.3 million of total non-cash compensation expense, respectively. Certain awards were modified during the year ended December 31, 2021 and were classified as liabilities. The non-cash compensation expense associated with these awards was nil and $0.5 million for the years ended December 31, 2023 and 2022, respectively, and is included in total non-cash compensation expense. During the year ended December 31, 2023, approximately $0.3 million of liability classified awards were settled with shares of restricted stock.

F-28

The non-cash compensation expense is reflected in selling, general and administrative expense and operating expenses (excluding depreciation and amortization), depending on the recipients’ duties, in the Company’s consolidated statements of operations. Total unrecognized non-cash compensation expense as of December 31, 2023 was $20.0 million and is expected to be recognized over a weighted-average period of 2.3 years.

The following table summarizes the restricted stock award activity for the years ended December 31, 2023, 2022 and 2021.


	Year ended December 31,
	2023			2022			2021
			Weighted Average			Weighted Average			Weighted Average
	Shares		Grant Price	Shares		Grant Price	Shares		Grant Price
Outstanding, beginning of period	3,223,995	$	11.29	4,325,124	$	9.10	4,990,971	$	5.71
Granted	2,112,770		8.15	867,064		17.26	1,422,358		17.17
Vested	(2,537,286)		8.86	(1,705,531)		8.55	(1,704,596)		6.23
Forfeited	(348,453)		12.56	(262,662)		12.66	(383,609)		7.71
Outstanding, end of period(1)	2,451,026	$	10.89	3,223,995	$	11.29	4,325,124	$	9.10

(1)	The total outstanding non-vested shares of restricted stock awards granted to employees and directors are included in total outstanding shares as of December 31, 2023, 2022 and 2021.

New Performance Share Grant

On March 3, 2023, the Company granted 264,028 performance shares which will vest based on the Company’s achievement level relative to the following performance measures at December 31, 2025: 50% based upon the Company’s Total Shareholder Return (“TSR”) relative to the TSRs of the Company’s peer group and 50% based on the Company’s three-year cumulative EBITDA metric. EBITDA is defined as net income (loss) before net interest expense, income taxes, depreciation and amortization (including impairments), impairment losses on intangibles and goodwill, the write-off of any asset, loss on early extinguishment of debt, integration and restructuring expenses and all non-cash charges and expenses (including stock compensation expense) and certain other income and expenses. Upon achievement of the minimum threshold performance metric, the grantee may earn 50% to 200% of their respective target shares based on the performance goal.

The performance shares based on relative TSR performance have a market condition and are valued using a Monte Carlo simulation model on the grant date, which resulted in a grant date fair value of $16.19 per share. The estimated fair value is amortized to expense over the requisite service period, which ends on December 31, 2025. The following assumptions were used in the Monte Carlo simulation for computing the grant date fair value of the performance shares with a market condition: risk-free interest rate of 4.62%, volatility factors in the expected market price of the Company's common shares of 51.61% and an expected life of three years.

The performance shares based on cumulative EBITDA have a performance condition and are valued utilizing the award fair value based on the closing stock price on the accounting grant date.

Existing Performance Share Grants

The Company began issuing performance shares to certain executives in 2020. Each performance share grant has a performance period of three years and are based on the Company’s achievement level relative to: 50% based upon the Company’s TSR relative to the TSRs of the Company’s peer group and 50% based on the Company’s three-year cumulative EBITDA metric.

F-29

The performance shares based on three-year cumulative EBITDA have a performance condition. The probability of achieving the performance condition is assessed at each reporting period. If it is deemed probable that the performance condition will be met, compensation cost will be recognized based on the closing price per share of the Company's common stock on the date of the grant multiplied by the number of awards expected to be earned. If it is deemed that it is not probable that the performance condition will be met, the Company will discontinue the recognition of compensation cost and any compensation cost previously recorded will be reversed. As of December 31, 2023, the Company determined that it was not probable that the performance condition based on three-year cumulative EBITDA would be met for the performance shares issued in 2022 and 2023. As a result of this conclusion, the Company reversed approximately $0.6 million of stock compensation expense recognized during the year ended December 31, 2022 related to these awards. Achievement of a portion of the performance conditions associated with the 2021 performance shares was deemed probable.

14. Income Taxes

The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the difference is expected to reverse. Additionally, the impact on deferred tax assets and liabilities of changes in tax rates is reflected in the financial statements in the period that includes the date of enactment.

Income Tax Benefit

For the years ended December 31, 2023, 2022, and 2021, the Company recorded income tax benefit from continuing operations as shown below. The tax provision in future periods will vary based on current and future temporary differences, as well as future operating results.


	Year ended December 31,
	2023		2022		2021

	(in millions)
Current tax (expense) benefit
Federal	$	(1.7)	$	(16.1)	$	—
State		(1.8)		4.2		(1.6)
Total current tax		(3.5)		(11.9)		(1.6)
Deferred tax benefit (expense)
Federal		72.8		23.7		22.2
State		26.8		8.5		(6.8)
Total deferred tax		99.6		32.2		15.4
Income tax benefit	$	96.1	$	20.3	$	13.8

The Company reported total income tax benefit of $96.1 million and $20.3 million, and income tax expense $292.9 million (inclusive of discontinued operations) during the years ended December 31, 2023, 2022 and 2021, respectively.

F-30

The provision for income taxes incurred is different from the amount calculated by applying the applicable federal income tax rate to the income from continuing operations before income tax benefit. The significant items causing these differences are as follows:


	Year ended December 31,
	2023		2022		2021

	(in millions)
Statutory federal income taxes	$	80.8	$	4.8	$	17.3
State income taxes		23.3		(0.3)		0.6
Tax status & tax rate change		0.3		(0.3)		0.1
Other true-ups		(0.4)		0.5		0.3
Equity compensation		0.9		2.9		3.8
Other permanent differences		(2.9)		(2.6)		(2.4)
Research and development tax credits		2.9		3.4		2.5
Uncertain tax positions		(1.7)		2.9		(0.1)
Change in valuation allowance		(7.1)		9.0		(8.3)
Income tax benefit	$	96.1	$	20.3	$	13.8

The $7.1 million and $9.0 million changes in valuation allowance as of December 31, 2023 and December 31, 2022, respectively, are the result of changes in federal and state deferred tax assets related to net operating loss carryforwards and various state modifications.

Deferred Income Taxes, Net

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2023 and 2022 are as follows:


	December 31,
	2023		2022 (1)

	(in millions)
Deferred tax assets
Business interest limitation	$	13.6	$	0.2
Net operating loss carryforwards		77.8		76.7
Capitalized research expenses		35.3		24.7
Bad debt allowance		3.1		2.2
Stock compensation		3.6		5.4
SUT accruals		5.5		0.4
Lease liability		5.7		4.2
Other		5.6		8.0
Total deferred tax assets		150.2		121.8
Less: valuation allowance		(33.7)		(26.6)
Deferred tax asset	$	116.5	$	95.2

Deferred tax liabilities
Depreciation and amortization	$	(155.0)	$	(149.1)
Franchise operating rights		(66.2)		(151.8)
Deferred promotional costs		(5.3)		(4.7)
Deferred contract costs		(10.1)		(9.4)
Right-of-use asset		(5.2)		(3.8)
Other		(0.4)		(1.7)
Total deferred tax liabilities		(242.2)		(320.5)
Net deferred tax liabilities	$	(125.7)	$	(225.3)

(1)	Certain reclassifications have been made to conform with current period presentation. There was no change in the prior year net deferred tax liability as presented.

F-31

Valuation Allowance

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. In evaluating the need for a valuation allowance, management takes into account various factors, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations. Based on this evaluation, a valuation allowance of $33.7 million, $26.6 million, and $35.5 million has been recorded as of December 31, 2023, 2022, and 2021, respectively, to recognize only the portion of the deferred tax asset, primarily related to state net operating loss carryforwards, that is more likely than not to be realized.

The following table summarizes the changes in our valuation allowance for deferred tax assets:


	2023		2022		2021

	(in millions)
Balance at beginning of period	$	26.6	$	35.5	$	30.8
Additions charged to income tax expense and other accounts		8.7		0.3		6.6
Deductions from reserves		(1.6)		(9.2)		(1.9)
Balance at end of period	$	33.7	$	26.6	$	35.5

Net Operating Loss and Credit Carryforwards

As of December 31, 2023, the Company had approximately $197.7 million of federal tax net operating loss carryforwards, which expire between the years 2025 through 2037. In addition, as of December 31, 2023, the Company had state tax net operating loss carryforwards of $796.3 million, of which $279.9 million are indefinite lived and $516.4 million expire between 2024 and 2040.

As a result of the IPO (effective May 25, 2017), the Company experienced an “ownership change” as defined in Section 382 of the Internal Revenue Code resulting in limitations on the Company’s use of its existing federal and state net operating losses and capital losses. After December 31, 2023, $197.7 million of the Company’s federal tax loss carryforwards are subject to Section 382 and other restrictions.

Uncertain Tax Positions

These uncertain tax positions, if ever recognized in the financial statements, would be recorded in the consolidated statements of operations as part of the income tax provision. A reconciliation of the beginning and ending amount of unrecognized tax benefits, exclusive of interest and penalties, included in other non-current liabilities on the accompanying consolidated balance sheets of the Company is as follows:


	Year ended December 31,
	2023		2022		2021

	(in millions)
Unrecognized tax benefits—January 1st	$	12.2	$	14.2	$	13.7
Gross increases—tax positions in prior period		—		0.1		—
Gross decreases—tax positions in prior period		—		(0.4)		(0.7)
Gross increases—tax positions in current period		0.8		1.0		1.2
Settlements		—		(2.7)		—
Unrecognized tax benefits—December 31st	$	13.0	$	12.2	$	14.2

As of December 31, 2023, the Company recorded gross unrecognized tax benefits of $13.0 million, all of which, if recognized, would affect the Company’s effective tax rate. The Company recognizes interest and penalties accrued on uncertain income tax positions as part of the income tax provision. Interest and penalties included in other long-term liabilities on the accompanying consolidated balance sheets of the Company were $1.3 million, $0.4 million, and $1.4 million for years ended December 31, 2023, 2022 and 2021, respectively. The Company does not expect a material change in unrecognized tax benefits or interest reversal in the next 12 months.

F-32

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. No tax years for the Company are currently under examination by the IRS or state and local tax authorities for income tax purposes. Generally, the Company’s 2019 through 2023 tax years remain open for examination and assessment. Years prior to 2019 remain open solely for purposes of examination of the Company’s loss and credit carryforwards. Activity related to state and local controversy matters did not have a material impact on our consolidated financial position or results of operations during the year ended December 31, 2023, nor do we anticipate a material impact in the next 12 months.

15. Earnings (Loss) per Common Share

Basic earnings or loss per share attributable to the Company’s common stockholders is computed by dividing net earnings or loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings or loss per share attributable to common stockholders presents the dilutive effect, if any, on a per share basis of potential common shares (such as restricted stock units) as if they had been vested or converted during the periods presented. No such items were included in the computation of diluted loss or earnings per share for the years presented because the Company incurred a net loss from continuing operations and the effect of inclusion would have been anti-dilutive.


	Year ended December 31,
	2023		2022		2021

	(in millions, except share data)
Loss from continuing operations	$	(287.7)	$	(2.5)	$	(68.6)

Income from discontinued operations	$	—	$	—	$	839.1

Net (loss) income	$	(287.7)	$	(2.5)	$	770.5

Basic weighted-average shares		81,595,766		83,930,984		82,720,934
Effect of dilutive securities:
Restricted stock awards		—		—		—
Diluted weighted-average shares		81,595,766		83,930,984		82,720,934

Basic and diluted (loss) earnings per common share - continuing operations
Basic	$	(3.53)	$	(0.03)	$	(0.83)
Diluted	$	(3.53)	$	(0.03)	$	(0.83)
Basic and diluted earnings per common share - discontinued operations
Basic	$	—	$	—	$	10.14
Diluted	$	—	$	—	$	10.14
Basic and diluted (loss) earnings per common share
Basic	$	(3.53)	$	(0.03)	$	9.31
Diluted	$	(3.53)	$	(0.03)	$	9.31

16. Employee Benefits

401(k) Savings Plan

The Company adopted a defined contribution retirement plan which complies with Section 401(k) of the Internal Revenue Code. Substantially all employees are eligible to participate in the plan. The Company matches 100% of the participant’s voluntary contributions up to 3% and 50% of the next 2% subject to a limit of the first 4% of the participant’s compensation. Company matching contributions vest 25% annually over a four-year period. During the years ended December 31, 2023, 2022 and 2021, the Company recorded $3.4 million, $3.2 million and $3.2 million, respectively, of expense related to the Company’s matching contributions to the 401(k) plan.

F-33

Deferred Compensation Plan

In July 2007, the Company implemented a deferred compensation plan. Under this plan, certain members of management and other highly compensated employees may elect to defer a portion of their annual compensation, subject to certain percentage limitations. The assets and liabilities of the plan are included within the Company’s financial statements. The assets of the plan are specifically designated as available to the Company solely for the purpose of paying benefits under the Company’s deferred compensation plan. However, in the event the Company became insolvent, the investments would be available to all unsecured general creditors. The deferred compensation liability relates to obligations due to participants under the plan.

The assets from the participant deferrals are invested by the Company, through a life insurance investment vehicle, in mutual funds and money market funds. The deferred compensation liability represents accumulated net participant deferrals and earnings thereon based on participant investment elections. The assets and liabilities are recorded at fair value, and any adjustments to the fair value are recorded in the consolidated statements of operations. The assets and liabilities of the plan are included in the accompanying consolidated balance sheets as follows:


	December 31,
	2023		2022

	(in millions)
Prepaid expenses and other (current assets)	$	2.3	$	1.9
Accrued liabilities and other (current liabilities)	$	2.3	$	1.9

17. Commitments and Contingencies

The following items are not included as contractual obligations due to the various factors discussed below. However, the Company incurs these costs as part of its operations:

●

The Company rents utility poles used in its operations. Generally, pole rentals are cancellable on short notice, but the Company anticipates that such rentals will recur. Rent expense for pole rental attachments was $7.1 million, $5.5 million and $6.1 million for the years ended December 31, 2023, 2022 and 2021, respectively.

●

The Company pays franchise fees under multi-year franchise agreements based on a percentage of revenues generated from video service per year. Franchise fees and other franchise-related costs included in the accompanying statements of operations were $8.2 million, $10.0 million and $11.8 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Programming Contracts

In the normal course of business, the Company enters into numerous contracts to license programming content for which the payment obligations are fully contingent on the number of subscribers to whom it provides the content. These contracts typically have annual rate increases and term lengths of three to five years. Programming expenses are included in operating expenses in the accompanying consolidated statements of operations.

F-34

Legal and Other Contingencies

On March 7, 2018, Sprint Communications Company LP (“Sprint”) filed a complaint in the U.S. District Court for the District of Delaware alleging that the Company infringed a set of patents directed to the provision of Voice over Internet Protocol services. This lawsuit was part of a larger, decade long patent enforcement campaign by Sprint aimed at numerous service providers in the broadband and telecommunications industry. In April 2023, prior to the commencement of the Company’s jury trial on April 24, 2023, the Company and Sprint entered into settlement discussions and also conducted a formal mediation. Those discussions culminated in a negotiated resolution of the pending litigation, for which the parties executed a binding term sheet on April 19, 2023, and a Confidential Settlement and License Agreement on April 28, 2023. The terms of the settlement are confidential, but the agreement does obligate the Company to make payments to Sprint over the course of three years in exchange for a full release of all liability.

The Company intends to pursue funding contributions for that settlement from third parties implicated by Sprint’s claims and the Company’s defense, including indemnification claims against the Company’s various affected equipment providers. As a result of the settlement, the Company accrued $46.8 million as of March 31, 2023, and the associated expense is included in selling, general and administrative expenses. The Company does not believe that the settlement will have a material impact on the Company’s capital expenditures.

The Company is party to various legal proceedings (including individual, class and putative class actions) arising in the normal course of its business covering a wide range of matters and types of claims including, but not limited to, general contracts, billing disputes, rights of access, programming, taxes, fees and surcharges, consumer protection, trademark and patent infringement, employment, regulatory, tort, claims of competitors and disputes with other carriers.

In accordance with GAAP, the Company accrues an expense for pending litigation when it determines that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. Legal defense costs are expensed as incurred. None of the Company’s existing accruals for pending matters are material. The Company consistently monitors its pending litigation for the purpose of adjusting its accruals and revising its disclosures accordingly, in accordance with GAAP, when required. However, litigation is subject to uncertainty, and the outcome of any particular matter is not predictable. The Company will vigorously defend its interests in pending litigation, and the Company believes that the ultimate resolution of all such matters, after considering insurance coverage or other indemnities to which it is entitled, will not have a material adverse effect on its consolidated financial position, results of operations, or cash flows.

18. Discontinued Operations

Sale of Five Service Areas

On June 30, 2021, WOW entered into two separate asset sales with two different buyers. On September 1, 2021, WOW completed the sale of its Cleveland and Columbus, Ohio markets and on November 1, 2021, WOW completed the sale of its Chicago, Illinois, Evansville, Indiana and Baltimore, Maryland markets. The Company presented these markets as discontinued operations in the consolidated statements of operations and excluded from continuing operations for all periods in which such discontinued operations are presented. Results of discontinued operations include all revenues and direct expenses of these markets. General corporate overhead is not allocated to discontinued operations.

F-35

The following table presents information regarding certain components of income from discontinued operations:


	Year ended December 31,
	2021
	(in millions)
Revenue	$	308.3
Costs and expenses:
Operating (excluding depreciation and amortization)		112.0
Selling, general and administrative		11.8
Depreciation and amortization		41.0
		164.8
Income from operations		143.5
Other income (expense):
Interest income (expense)		0.4
Gain on sale of assets, net		1,001.8
Other income, net		0.1
Income from discontinued operations before provision for income tax		1,145.8
Income tax expense		(306.7)
Income from discontinued operations	$	839.1

The following table presents revenue by service offering from discontinued operations:


	Year ended December 31,
	2021
	(in millions)
Residential subscription
HSD	$	150.1
Video		103.2
Telephony		11.5
Total residential subscription	$	264.8
Business subscription
HSD	$	17.8
Video		2.7
Telephony		8.4
Total business subscription	$	28.9
Total subscription services revenue		293.7
Other business services revenue		1.6
Other revenue		13.0
Total revenue	$	308.3

The following table presents specified items of cash flow and significant non-cash items of discontinued operations:


	Year ended December 31,
	2021
	(in millions)
Specified items of cash flow:
Capital expenditures	$	45.4

Non-cash operating activities:
Operating lease additions	$	0.7
Non-cash investing activities:
Capital expenditure accounts payable and accruals	$	—

F-36

In connection with the asset sales, the Company entered into two separate transition services agreements under which WOW continued to provide certain services to each of the buyers. Under the transition services agreements, the buyers elected a variety of services, including but not limited to: information technology, network, business support services, etc. The term of the transition services agreements were for 12 months following each closing date, respectively, with two optional three-month extensions. As of December 31, 2023, the transition services agreements with both buyers have been completed. None of the costs related to the employees, processes or systems utilized to provide the services under the transition services agreements were allocated to discontinued operations.

Income earned under these agreements is presented in other income, net in the consolidated statement of operations and associated receivables are presented in accounts receivable – other, net in the consolidated balance sheet. The Company recognized $1.0 million, $15.6 million and $8.5 million of income related to the transition service agreements for the years ended December 31, 2023, 2022 and 2021, respectively.

F-37

EXHIBIT INDEX

Exhibits required to be filed by Item 601 of Regulation S-K (all of which are under Commission File No. 001-38101, except as otherwise noted):


Exhibit Number		Exhibit Description
23.1*		Consent of BDO USA, P.C.

31.1*		Certification of Chief Executive Officer pursuant to 15 U.S.C. Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		The following financial information from WideOpenWest, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 13, 2024, formatted in iXBRL (inline eXtensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss); (iv) the Consolidated Statements of Changes in Stockholders’ Equity (Deficit); (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements.

104		Cover page, formatted in iXBRL and contained in Exhibit 101.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	WIDEOPENWEST, INC.

September 4, 2024	By:	/s/ Teresa Elder
		Teresa Elder Chief Executive Officer

September 4, 2024	By:	/s/ JOHN REGO
		John Rego Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant on September 4, 2024, in the capacities indicated below.


Signature		Title

/s/ Teresa Elder		Chief Executive Officer
Teresa Elder

/s/ JOHN S. REGO		Chief Financial Officer
John S. Rego		(principal financial and accounting officer)
/s/ GUNJAN BHOW		Director
Gunjan Bhow /s/ Jill Bright		Director
Jill Bright

/s/ Brian Cassidy		Director
Brian Cassidy

/s/ Daniel Kilpatrick		Director
Daniel Kilpatrick

/s/ Jeffrey Marcus		Chairman of the Board of Directors
Jeffrey Marcus

/s/ Tom McMillin		Director
Tom McMillin

/s/ Phil Seskin		Director
Phil Seskin

/s/ BARRY VOLPERT		Director
Barry Volpert