What the changes say
- Cable One added significant impairment charges, CEO transition risks, and disclosures regarding declining stock price and indebtedness.
What changed since the prior 10-K
New
- NewRisks Relating to Our Business
If a Strategic Acquiree fails to operate as anticipated or cannot be successfully integrated with our existing business, our operations, business, results of operations and financial condition could be materially negatively affected
Failures in integrating strategic acquirees could materially and negatively affect our operations and financial condition.
- NewRisks Relating to Our Business
Our intangible assets and goodwill have been subject to impairment, which has adversely affected our results of operations and assets. If intangible assets or goodwill are subject to further impairment in the future, our results of operations and total assets could be adversely impacted even further
We recorded $586.0 million in non-cash franchise and goodwill impairments in June 2025, reducing carrying values to $1.6 billion and $840.8 million respectively, and face risks of future impairments.
- NewRisks Relating to Our Common Stock and the Securities Market
Our indebtedness may limit our ability to pay dividends on our common stock in the future
Our existing indebtedness and board discretion may limit or prevent future dividend payments on common stock.
- NewRisks Relating to Our Common Stock and the Securities Market
Our stock price has declined in recent years, and a reduced stock price could adversely affect our business and financial condition
Our recent stock price decline increases financing costs, acquisition dilution risks, employee turnover, and potential class action lawsuits.
- NewRisks Relating to Our Common Stock and the Securities Market
Our ability to successfully transition to our new CEO is critical to our business, financial condition and results of operations
Transitioning to our new CEO, following the departure of our former CEO and interim CFO service, presents operational execution risks.
Dropped
- DroppedRisks Relating to Our Business
We may fail to realize the benefits anticipated as a result of the Hargray Acquisition
- DroppedRisks Relating to Our Business
Implementation of our unified billing system could have a material adverse impact on our operations, business, financial results and financial condition
- DroppedRisks Relating to Our Common Stock and the Securities Market
We cannot assure you that we will continue to pay dividends on our common stock, and our indebtedness limits our ability to pay dividends on our common stock
Reworded
- 34% rewrittenRisks Relating to Our Business
We use AI in our business, and challenges with properly managing its use could result in reputational harm, competitive harm and legal liability, and adversely affect our results of operations
Retained identical text regarding AI use, reputational harm, and competitive risks.
- 27% rewrittenRisks Relating to Our Indebtedness
Our ability to incur future indebtedness, whether for general corporate purposes, for refinancing of existing debt or for acquisitions and strategic investments, may not be available on favorable terms, or at all
Added specific refinancing obligations including the 2026 Notes and MBI term loans due November 2027.
Was: Our ability to incur future indebtedness, whether for general corporate purposes or for acquisitions and strategic investments, may not be available on favorable terms, or at all
- 25% rewrittenRisks Relating to Regulation and Legislation
Changes in broadcast carriage regulations could impose significant additional costs
Retained identical text regarding FCC must-carry rules and broadcast carriage regulations.
- 24% rewrittenRisks Relating to Our Common Stock and the Securities Market
Your percentage ownership in our Company may be diluted in the future
Updated the date for outstanding $920.0 million Convertible Notes from December 31, 2024 to December 31, 2025.
Was: Your percentage ownership in the Company may be diluted in the future
- 23% rewrittenRisks Relating to Our Indebtedness
We have variable rate indebtedness that subjects us to interest rate risk, which could cause our debt service obligations to increase significantly
Updated term loan balances to $1.71 billion as of December 31, 2025, and added the use of interest rate swaps to hedge volatility.
- 22% rewrittenRisks Relating to Our Business
The increase in programming costs and retransmission fees may continue in the future, resulting in lower margins and/or decreased demand for our video products
Updated residential video revenue contributions down to 12.5% for 2025 from 14.1% in 2024 and 15.4% in 2023.
All 37 risk factors
Headings as the filing states them, in filing order.
Other
- 01You should carefully consider all of the information in this Annual Report on Form 10-K and each of the risks described below, which we believe are the principal risks that we face. Some risks relate principally to the securities markets and ownership of our common stock
Risks Relating to Our Business
- 02We face significant competition from other service providers, as well as other well-capitalized entrants in the video and data services industry, which could reduce our market share and lower our profits
- 03Competition for dedicated fiber-optic services for enterprise business customers is also intense as both local telephone companies and regional overbuilders offer data and voice services over dedicated fiber connections
- 04Any of these events could have a material adverse impact on our operations, business, financial results and financial condition
- 05We use AI in our business, and challenges with properly managing its use could result in reputational harm, competitive harm and legal liability, and adversely affect our results of operations34% rewritten
- 06Business services sales increasingly contribute to our results of operations, and we face risks as we attempt to further focus on sales to our business customers
- 07The increase in programming costs and retransmission fees may continue in the future, resulting in lower margins and/or decreased demand for our video products22% rewritten
- 08We may not be able to obtain necessary hardware, software and operational support from vendors, and the potential impacts of changes in trade policy and tariffs may adversely impact our results of operations
- 09We have historically made numerous acquisitions and strategic investments, and may make other acquisitions and strategic investments in the future, which expose us to risks and uncertainties associated with acquisitions and strategic investments
- 10If a Strategic Acquiree fails to operate as anticipated or cannot be successfully integrated with our existing business, our operations, business, results of operations and financial condition could be materially negatively affectedNew
- 11Security breaches and other disruptions, including cyber-attacks, and our actual or perceived failure to adequately protect business and consumer data could give rise to liability or reputational harm
- 12Intellectual property and proprietary rights of others could prevent us from using necessary technology to provide our services or subject us to expensive intellectual property litigation
- 13Our intangible assets and goodwill have been subject to impairment, which has adversely affected our results of operations and assets. If intangible assets or goodwill are subject to further impairment in the future, our results of operations and total assets could be adversely impacted even furtherNew
Risks Relating to Regulation and Legislation
- 14The profitability of our data service offerings may be impacted by legislative or regulatory efforts to impose new requirements on broadband providers
- 15Our cable system franchises are subject to non-renewal or termination. The failure to renew a franchise in one or more markets could adversely affect our business
- 16We may encounter increased pole attachment costs
- 17Changes in broadcast carriage regulations could impose significant additional costs25% rewritten
Risks Relating to Our Indebtedness
- 18We have incurred substantial indebtedness, including in connection with various acquisitions, and the degree to which we are now leveraged may have a material adverse effect on our business, financial condition or results of operations and cash flows
- 19The terms of our indebtedness restrict our current and future operations, particularly our ability to incur debt that we may need to fund initiatives in response to changes in our business, the industries in which we operate, the economy and governmental regulations
- 20We have variable rate indebtedness that subjects us to interest rate risk, which could cause our debt service obligations to increase significantly23% rewritten
- 21Our inability to raise funds necessary to repurchase, or settle conversions of, either series of our convertible notes upon a fundamental change as described in the applicable indenture, may lead to defaults under such indenture and under agreements governing our existing or future indebtedness
- 22The conditional conversion feature of either series of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results
- 23Conversion of either series of the Convertible Notes will dilute the ownership interest of existing stockholders or may otherwise depress the price of our common stock
- 24Our ability to incur future indebtedness, whether for general corporate purposes, for refinancing of existing debt or for acquisitions and strategic investments, may not be available on favorable terms, or at all27% rewritten
Risks Relating to Our Common Stock and the Securities Market
- 25Our indebtedness may limit our ability to pay dividends on our common stock in the futureNew
- 26Our stock price has declined in recent years, and a reduced stock price could adversely affect our business and financial conditionNew
- 27Certain provisions in our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws and Delaware law may discourage takeovers and the concentration of ownership of our common stock will affect the voting results of matters submitted for stockholder approval
- 28Adverse conditions in the U.S. economy could impact our results of operations
- 29Pandemics, epidemics or disease outbreaks, or other health crises, have, and may in the future, disrupt our business and operations, which could materially affect our business, financial condition, results of operations and cash flows
- 30The demand for our residential data and business data services products may be lower than we expect
- 31Our stock price may fluctuate significantly, depending on many factors, some of which may be beyond our control
- 32Low trading volume for our stock, which may occur if an active trading market is not sustained, among other reasons, would amplify the effect of the above factors on our stock price volatility
- 33Your percentage ownership in our Company may be diluted in the future24% rewritten
- 34Any damage to our reputation or brand image could adversely affect our business, financial condition or results of operations
- 35If we are unable to retain key associates, our ability to manage our business could be adversely affected
- 36Our ability to successfully transition to our new CEO is critical to our business, financial condition and results of operationsNew
- 37Our Amended and Restated Certificate of Incorporation includes provisions limiting the personal liability of our directors for breaches of fiduciary duty under the DGCL
Other Cable One 10-Ks
- FY2024 10-K risk factors35 risks
Cable One faces intense competition in data and video services from well-capitalized rivals and government-subsidized broadband expansion. Substantial leverage, variable interest rates, and convertible notes create significant financial constraints and dilution risks. Integrating acquisitions, such as Hargray, and deploying a unified billing system pose operational execution challenges.
Filed Feb 28, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.