SEC Form 10-Q filed by WideOpenWest Inc.

5/6/25 4:05:38 PM ET

$WOW

Cable & Other Pay Television Services

Telecommunications

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WideOpenWest, Inc._March 31, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2025

☐	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

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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of outstanding shares of the registrant’s common stock as of May 1, 2025 was 85,475,938.

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WIDEOPENWEST, INC AND SUBSIDIARIES

FORM 10-Q

FOR THE THREE MONTHS ENDED MARCH 31, 2025

TABLE OF CONTENTS

		Page
PART I. Financial Information
Item 1:	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Stockholders’ Equity	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to the Condensed Consolidated Financial Statements	5
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3:	Quantitative and Qualitative Disclosures about Market Risk	25
Item 4:	Controls and Procedures	25
PART II. Other Information		27
Item 1:	Legal Proceedings	27
Item 1A:	Risk Factors	27
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3:	Defaults Upon Senior Securities	27
Item 4:	Mine Safety Disclosures	27
Item 5:	Other Information	28
Item 6:	Exhibits	28

This Quarterly Report on Form 10-Q is for the three months ended March 31, 2025. Any statement contained in a prior periodic report shall be deemed to be modified or superseded for purposes of this Quarterly Report to the extent that a statement contained herein modifies or supersedes such statement. The Securities and Exchange Commission allows us to “incorporate by reference” information that we file with them, which means that we can disclose important information by referring you directly to those documents. Information incorporated by reference is considered to be part of this Quarterly Report. References in this Quarterly Report to “WOW,” “we,” “us,” “our” or “the Company” are to WideOpenWest, Inc. and its direct and indirect subsidiaries, unless the context specifies or requires otherwise.

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Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report that are not historical facts contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent our goals, beliefs, plans and expectations about our prospects for the future and other future events. Such statements involve certain risks, uncertainties and assumptions. Forward-looking statements include all statements that are not historical fact and can be identified by terms such as “may,” “intend,” “might,” “will,” “should,” “could,” “would,” “anticipate,” “expect,” “believe,” “estimate,” “plan,” “project,” “predict,” “potential,” or the negative of these terms. Although these forward-looking statements reflect our good-faith belief and reasonable judgment based on current information, these statements are qualified by important factors, many of which are beyond our control, that could cause our actual results to differ materially from those in the forward-looking statements, including, but not limited to:

●

the ability to retain and further attract customers due to increased competition, resource abilities of competitors, and shifts in the entertainment desires of customers;

●

our substantial level of indebtedness, sensitivity to increases in prevailing interest rates and our ability to comply with all covenants in our debt agreements;

●

our ability to respond to rapid technological change, including our ability to develop and deploy new products and technologies;

●

increases in programming and retransmission costs and/or programming exclusivity in favor of our competitors;

●

the disruption or failure of our network information systems or technologies as a result of hacking, viruses, outages or natural disasters in one or more of our geographic markets;

●

the effects of new regulations or regulatory changes on our business;

●

our ability to procure necessary materials, equipment and services from our vendors in a timely manner in connection with our network expansion initiatives;

●

changes in laws and government regulations that may impact the availability and cost of capital;

●

effects of uncertain economic conditions (e.g., unemployment, decreased disposable income, etc.) which may negatively affect our customers’ demand or ability to pay for our current and future products and services,

●

the potential effects of severe weather events in our market, including hurricanes affecting our markets in the southeastern United States;

●

other risks referenced in the section of this Annual Report entitled “Risk Factors”;

●

our ability to manage the risks involved in the foregoing; and

●

other factors described from time to time in our reports filed or furnished with the U.S. Securities and Exchange Commission (the “SEC”), and in particular those factors set forth in the section entitled “Risk Factors” and other reports subsequently filed with the SEC.

All forward-looking statements are expressly qualified in their entirety by these cautionary statements. We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the way we expect.

All forward-looking statements speak only as of the date on which they are made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. If we do update one or more forward-looking statements, there should be no inference that we will make additional updates with respect to those or other forward-looking statements.

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PART I-FINANCIAL INFORMATION

WIDEOPENWEST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)


	March 31,		December 31,
	2025		2024

	(in millions, except share data)
Assets
Current assets
Cash	$	28.8	$	38.8
Accounts receivable—trade, net of allowance for credit losses of $3.3 and $3.3, respectively		33.5		32.0
Accounts receivable—other		5.7		2.1
Prepaid expenses and other		43.3		38.9
Total current assets		111.3		111.8
Right-of-use lease assets—operating		19.6		19.3
Property, plant and equipment, net		822.0		831.2
Franchise operating rights		278.3		278.3
Goodwill		225.1		225.1
Intangible assets subject to amortization, net		0.6		0.6
Other non-current assets		45.4		46.2
Total assets	$	1,502.3	$	1,512.5
Liabilities and stockholders’ equity
Current liabilities
Accounts payable—trade, net	$	41.5	$	42.2
Accrued interest		18.8		19.8
Current portion of long-term lease liability—operating		4.6		4.6
Accrued liabilities and other		59.4		72.8
Current portion of long-term debt and finance lease obligations		20.1		20.0
Current portion of unearned service revenue		23.3		23.8
Total current liabilities		167.7		183.2
Long-term debt and finance lease obligations, net of debt issuance costs —less current portion		1,013.8		997.4
Long-term lease liability—operating		17.0		16.9
Deferred income taxes, net		94.9		91.0
Other non-current liabilities		12.9		15.2
Total liabilities		1,306.3		1,303.7
Commitments and contingencies (Note 13)
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; 101,249,624 and 100,219,835 issued as of March 31, 2025 and December 31, 2024, respectively; 85,587,885 and 84,810,418 outstanding as of March 31, 2025 and December 31, 2024, respectively		1.0		1.0
Additional paid-in capital		405.3		402.9
Retained earnings (accumulated deficit)		(52.4)		(38.5)
Treasury stock at cost, 15,661,739 and 15,409,417 shares as of March 31, 2025 and December 31, 2024, respectively		(157.9)		(156.6)
Total stockholders’ equity		196.0		208.8
Total liabilities and stockholders’ equity	$	1,502.3	$	1,512.5

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

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WIDEOPENWEST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Three months ended
	March 31,
	2025		2024

	(in millions, except per share and share data)
Revenue	$	150.0	$	161.5
Costs and expenses:
Operating (excluding depreciation and amortization)		59.0		67.5
Selling, general and administrative		31.5		36.4
Depreciation and amortization		50.8		52.4
		141.3		156.3
Income from operations		8.7		5.2
Other income (expense):
Interest expense		(27.5)		(21.0)
Other income, net		—		0.3
Loss before provision for income tax		(18.8)		(15.5)
Income tax benefit		4.9		0.5
Net loss	$	(13.9)	$	(15.0)

Basic and diluted loss per common share
Basic	$	(0.17)	$	(0.18)
Diluted	$	(0.17)	$	(0.18)
Weighted-average common shares outstanding
Basic		82,249,490		81,347,672
Diluted		82,249,490		81,347,672

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

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WIDEOPENWEST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(unaudited)




		Common		Treasury		Additional				Total
	Common	Stock		Stock at		Paid-in		Accumulated		Stockholders'
	Stock	Par Value		Cost		Capital		Deficit		Equity

	(in millions, except share data)
Balances at January 1, 2025	84,810,418	$	1.0	$	(156.6)	$	402.9	$	(38.5)	$	208.8
Stock-based compensation	—		—		—		2.4		—		2.4
Issuance of restricted stock, net	1,029,789		—		—		—		—		—
Purchase of shares	(252,322)		—		(1.3)		—		—		(1.3)
Net loss	—		—		—		—		(13.9)		(13.9)
Balances at March 31, 2025(1)	85,587,885	$	1.0	$	(157.9)	$	405.3	$	(52.4)	$	196.0

(1)	Included in outstanding shares as of March 31, 2025 are 2,939,868 non-vested shares of restricted stock awards granted to employees and directors.


		Common		Treasury		Additional				Total
	Common	Stock		Stock at		Paid-in		Retained		Stockholders'
	Stock	Par Value		Cost		Capital		Earnings		Equity

	(in millions, except share data)
Balances at January 1, 2024	83,557,786	$	1.0	$	(154.9)	$	391.8	$	20.3	$	258.2
Stock-based compensation	—		—		—		3.0		—		3.0
Issuance of restricted stock, net	111,431		—		—		—		—		—
Purchase of shares	(339,891)		—		(1.6)		—		—		(1.6)
Net loss	—		—		—		—		(15.0)		(15.0)
Balances at March 31, 2024(1)	83,329,326	$	1.0	$	(156.5)	$	394.8	$	5.3	$	244.6

(1)	Included in outstanding shares as of March 31, 2024 are 1,482,690 non-vested shares of restricted stock awards granted to employees and directors.

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

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WIDEOPENWEST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Three months ended
	March 31,
	2025		2024

	(in millions)
Cash flows from operating activities:
Net loss	$	(13.9)	$	(15.0)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		52.1		52.7
Deferred income taxes		3.9		(1.4)
Provision for credit losses		2.0		2.7
Gain on sale of operating assets, net		(1.3)		(0.3)
Amortization of debt issuance costs and discount		1.5		0.4
Change in fair value of derivative instruments		2.8		1.1
Non-cash compensation		2.4		3.0
Other non-cash items		—		(0.2)
Changes in operating assets and liabilities:
Receivables and other operating assets		(10.9)		(6.0)
Payables and accruals		(21.9)		(3.8)
Net cash provided by operating activities	$	16.7	$	33.2
Cash flows from investing activities:
Capital expenditures	$	(38.9)	$	(72.5)
Other investing activities		1.2		—
Net cash used in investing activities	$	(37.7)	$	(72.5)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	$	20.0	$	40.0
Payments on long-term debt and finance lease obligations		(7.7)		(5.4)
Reimbursement of finance lease payments		—		1.7
Purchase of shares		(1.3)		(1.2)
Net cash provided by financing activities	$	11.0	$	35.1
Decrease in cash and cash equivalents		(10.0)		(4.2)
Cash, beginning of period		38.8		23.4
Cash, end of period	$	28.8	$	19.2
Supplemental disclosures of cash flow information:
Cash paid during the periods for interest, net	$	24.3	$	19.3
Insurance proceeds received for business interruption	$	0.5	$	—
Indemnification proceeds received for patent litigation	$	0.5	$	1.8
Non-cash operating activities:
Operating lease additions	$	1.4	$	2.5
Non-cash investing and financing activities:
Finance lease additions	$	2.9	$	0.5
Excise tax payable	$	—	$	0.4
Capital expenditures within accounts payable and accruals	$	30.4	$	41.4

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

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WIDEOPENWEST, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

(unaudited)

Note 1. General Information

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 18 markets in the United States which consist of Detroit and Lansing Michigan; Central Michigan; Augusta, Columbus, Newnan and West Point, Georgia; Charleston and Greenville County, South Carolina; Dothan, Auburn, Huntsville and Montgomery, Alabama; Knoxville, Tennessee; and Hernando County, Panama City, Pinellas County and Seminole County, Florida.

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”); however, in the opinion of management, the disclosures made are adequate to ensure the information presented is not misleading. The year-end consolidated balance sheet was derived from audited financial statements.

In the opinion of management, all normally recurring adjustments considered necessary for the fair presentation of the financial statements have been included, and the financial statements present fairly the financial position and results of operations for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results expected for the full year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the 2024 Annual Report filed with the SEC on March 14, 2025.

All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make assumptions and estimates that affect the reported amounts and disclosures of assets and liabilities and 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. To the extent there are differences between those estimates and actual results, the unaudited condensed consolidated financial statements may be materially affected.

The Company recorded a change in accounting estimate during the three months ended March 31, 2025 related to the fair value measurement of debt for income tax purposes under ASC 740 that resulted in a $9.9 million change in the deferred tax liability on the condensed consolidated balance sheets.

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Recently Issued Accounting Standards

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 public business entities (“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, 2024. The Company expects the adoption of the standard to result in additional disaggregation in the income tax footnote disclosures but does not anticipate adoption will have a material impact on its financial position, results of operations or cash flows.

ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40

In November 2024, FASB issued Accounting Standard Update (“ASU”) 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 requires additional disclosure of expenses included in the income statements including purchase of inventory; employee compensation; depreciation; intangible asset amortization; depreciation, depletion, and amortization. The new standard requires new disclosures with additional disaggregated information about expenses in the footnotes. The new pronouncement does not change or remove any existing presentation or disclosure requirements. The amendments are to be adopted for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company expects the adoption of the standard to result in additional disaggregation in the income statement and related disclosures but does not anticipate adoption will have a material impact on its financial position, results of operations or cash flows.

Recently Adopted 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 requires PBEs to disclose, on an annual and interim basis, significant segment expenses provided to the chief operating decision maker (“CODM”), including 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. ASU 2023-07 also provides that 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 were adopted for the annual period ending on December 31, 2024.

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Note 3. Revenue from Contracts with Customers

Revenue by Service Offering

The following table presents revenue by service offering:


	Three months ended
	March 31,
	2025		2024

	(in millions)
Residential subscription
HSD	$	85.5	$	86.9
Video		20.6		29.3
Telephony		4.3		4.8
Total residential subscription	$	110.4	$	121.0
Business subscription
HSD	$	19.9	$	19.3
Video		2.3		2.5
Telephony		5.9		6.2
Total business subscription	$	28.1	$	28.0
Total subscription services revenue		138.5		149.0
Other business services revenue(1)		4.9		5.3
Other revenue		6.6		7.2
Total revenue	$	150.0	$	161.5

(1)	Includes wholesale and colocation lease revenue of $4.7 million and $5.0 million the three months ended March 31, 2025 and 2024, respectively, a portion of which is recognized under ASC 842.

Promotional Costs

The following table summarizes the activity of promotional costs:


	Three months ended
	March 31,
	2025		2024

	(in millions)
Balance at beginning of period	$	16.2	$	20.4
Deferral		0.4		2.1
Amortization		(2.1)		(2.2)
Balance at end of period	$	14.5	$	20.3

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


	March 31, 2025		December 31, 2024

	(in millions)
Current promotional costs	$	7.6	$	8.0
Non-current promotional costs		6.9		8.2
Total promotional costs	$	14.5	$	16.2

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Costs of Obtaining Contracts with Customers

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


	Three months ended
	March 31,
	2025		2024

	(in millions)
Balance at beginning of period	$	42.6	$	42.4
Deferral		3.7		4.7
Amortization		(4.2)		(4.2)
Balance at end of period	$	42.1	$	42.9

The following table presents the current and non-current portion of costs of obtaining contracts with customers as of the end of the corresponding periods:


	March 31, 2025		December 31, 2024

	(in millions)
Current costs of obtaining contracts with customers	$	16.8	$	16.8
Non-current costs of obtaining contracts with customers		25.3		25.8
Total costs of obtaining contracts with customers	$	42.1	$	42.6

The current portion and the non-current portion of costs of obtaining contracts with customers are included in prepaid expenses and other and other non-current assets, respectively, in the Company’s unaudited condensed consolidated balance sheets. Amortization of costs of obtaining contracts with customers is included in selling, general and administrative expense in the Company’s unaudited condensed consolidated statements of operations.

Contract Liabilities

The following table summarizes the activity of current and non-current contract liabilities:


	Three months ended
	March 31,
	2025		2024

	(in millions)
Balance at beginning of period	$	2.3	$	2.5
Deferral		2.3		2.4
Revenue recognized		(2.4)		(2.6)
Balance at end of period	$	2.2	$	2.3

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


	March 31, 2025		December 31, 2024

	(in millions)
Current contract liabilities	$	1.9	$	2.0
Non-current contract liabilities		0.3		0.3
Total contract liabilities	$	2.2	$	2.3

The current portion and the non-current portion of contract liabilities are included in the current portion of unearned service revenue and other non-current liabilities, respectively, in the Company’s unaudited condensed consolidated balance sheets. Amortization of promotional costs is recognized as contra revenue in the Company’s unaudited condensed consolidated statements of operations.

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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 March 31, 2025 is set forth in the table below:


	2025		2026		2027		Thereafter		Total

	(in millions)
Subscription services	$	40.1		30.9		13.0		4.4	$	88.4
Other business services		3.6		3.3		1.8		2.2		10.9
Total expected revenue	$	43.7	$	34.2	$	14.8	$	6.6	$	99.3

Provision for Credit Losses

The provision for credit losses and the allowance for credit losses 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 credit losses for trade accounts receivable:


	Three months ended
	March 31,
	2025		2024

	(in millions)
Accounts receivable - trade	$	36.8	$	43.7

Allowance for credit losses:
Balance at beginning of period	$	3.3	$	6.7
Provision charged to expense		2.0		2.7
Accounts written off, net of recoveries		(2.0)		(3.0)
Balance at end of period	$	3.3	$	6.4

Accounts receivable - trade, net of allowance for credit losses	$	33.5	$	37.3

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Note 4. Plant, Property and Equipment, Net

Plant, property and equipment consists of the following:


	March 31,		December 31,
	2025		2024

	(in millions)
Distribution facilities	$	1,705.6	$	1,673.7
Head-end equipment		307.6		303.8
Customer premise equipment		267.8		269.1
Computer equipment and software		203.0		199.5
Telephony infrastructure		48.0		48.0
Buildings and leasehold improvements		34.6		34.3
Vehicles		29.9		29.4
Office and technical equipment		19.2		19.2
Land		4.7		4.7
Construction in progress (including material inventory and other)		62.2		62.2
Total property, plant and equipment		2,682.6		2,643.9
Less accumulated depreciation		(1,860.6)		(1,812.7)
	$	822.0	$	831.2

Depreciation expense for the three months ended March 31, 2025 and 2024 was $52.0 million and $52.7 million, respectively. Included in depreciation and amortization expense in the consolidated statement of operations were net gains on sales of operating assets of $1.3 million and $0.3 million for the three months ended March 31, 2025 and 2024, respectively.

Note 5. Accrued Liabilities and Other

Accrued liabilities and other consists of the following:


	March 31,		December 31,
	2025		2024

	(in millions)
Payroll and employee benefits	$	17.6	$	29.5
Programming costs		8.0		8.8
Patent litigation settlement		5.0		6.0
Property, income, sales and use taxes		3.9		8.3
Professional fees		3.8		3.2
Employee severance		3.4		3.8
Franchise and revenue sharing fees		2.9		3.7
Fair value of interest rate swap		2.0		1.0
Utility pole costs		1.8		2.0
Other accrued liabilities		11.0		6.5
	$	59.4	$	72.8

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Note 6. Long-Term Debt and Finance Leases

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


							December 31,
	March 31, 2025						2024
	Available
	borrowing		Effective		Outstanding		Outstanding
	capacity		interest rate(1)		balance		balance

	(in millions)
Long-term debt:
Super-priority Loans, net(2)		—	8.94	%		909.3		913.7
Revolving Credit Facility(3)		130.7	7.31	%		115.0		95.0
Total long-term debt	$	130.7				1,024.3		1,008.7
Other Financing						0.8		0.9
Finance lease obligations						24.6		24.9
Total long-term debt, finance lease obligations and other						1,049.7		1,034.5
Debt issuance costs, net(4)						(15.8)		(17.1)
Sub-total						1,033.9		1,017.4
Less current portion						(20.1)		(20.0)
Long-term portion					$	1,013.8	$	997.4

(1)

Represents the effective interest rate in effect for all borrowings outstanding as of March 31, 2025 pursuant to each debt instrument including the applicable margin. Excluding the impact of the derivative instruments the First Out Term Loan rate is 11.55% and the Second Out Term Loan rate is 7.55%.

(2)	At March 31, 2025 and December 31, 2024 includes $3.1 million and $3.3 million of net unamortized discounts, respectively.

(3)

Available borrowing capacity at March 31, 2025 represents $250.0 million of total availability less borrowings of $115.0 million on the Revolving Credit Facility, and outstanding letters of credit of $4.3 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 March 31, 2025 and December 31, 2024 debt issuance costs include $13.4 million and $14.3 million related to the Super-Priority Loans and $2.4 million and $2.8 million related to the Revolving Credit Facility, respectively.

On October 11, 2024, the Company entered into a new super-priority credit agreement with certain lenders and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent (the “Priority Credit Agreement”). The Priority Credit Agreement provides for (i) a $200.0 million super-priority “first out” new money term loan (the “First Out TL”), (ii) a super-senior “second out” term loan (the “Second Out TL”) and (iii) a super-senior “second out” revolving credit facility (the “Second Out RCF” and together with the First Out TL and Second Out TL, the “Super-senior Facility”). The Super-senior Facility is guaranteed by the same guarantors and secured by the collateral package as the Company’s prior credit facility under the 2021 Credit Agreement and also contains certain collateral and guarantee enhancements.

The First Out TL matures in December 2028 (subject to a springing maturity of 91 days prior to the maturity of the Second Out RCF) and bears interest at a rate equal to SOFR plus 7.00%. In addition, the First Out TL contains capacity for an incremental $125 million which may not be incurred prior to the first anniversary of the closing date of the Priority Credit Agreement. The Second Out TL matures in December 2028, and bears interest at a rate equal to SOFR plus 3.00%. The Second Out RCF matures in December 2026 and initially bears interest at a rate equal to SOFR plus 2.75% (subject to adjustment based on a grid). Both the First Out TL and Second Out TL require amortization payments of 1.0% per annum.

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The Super-senior Facility 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, restrictions on the ability to make certain payments and to enter into certain merger, consolidation, asset sale and affiliate transactions, and (b) a springing secured net leverage ratio for the benefit only of the Second Out RCF lenders. The Priority Credit Agreement also contains representations and warranties, affirmative covenants and events of default customary for an agreement of its type. As is customary, certain events of default could result in an acceleration of the Company’s obligations under the Priority Credit Agreement.

As of March 31, 2025, the Company was in compliance with all debt covenants.

Note 7. 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 18,424,128 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.

The Company recorded $2.4 million and $3.0 million of total non-cash compensation expense for the three months ended March 31, 2025 and 2024, respectively.

The following table presents restricted stock activity:


	March 31,	March 31,
	2025	2024

	(shares)
Outstanding, beginning of period	2,713,818	2,451,026
Granted	1,072,564	164,725
Vested	(803,739)	(1,079,767)
Forfeited	(42,775)	(53,294)
Outstanding, end of period(1)	2,939,868	1,482,690

(1)

The total outstanding non-vested shares of restricted stock awards granted to employees and directors are included in total outstanding shares as of March 31, 2025 and 2024.

Existing Performance Shares

The 2023 performance shares are based on the Company’s achievement level relative to: 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.

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 March 31, 2025, 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 2023. This conclusion is consistent with the assessment performed at December 31, 2024 and as such, no compensation expense has been recognized for this award.

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New Performance Shares

On March 28, 2025, the Company granted 472,938 performance shares related to the Company’s three-year cumulative EBITDA metric for the years ended December 31, 2024, December 31, 2025 and December 31, 2026, respectively. 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. As of March 31, 2025, the Company determined that it was probable that the performance condition based on three-year cumulative EBITDA would be met for the performance shares issued for 2024.

On March 28, 2025, the Company granted 381,718 performance shares related to the Company’s three-year cumulative EBITDA metric for the years ended December 31, 2025, December 31, 2026 and December 31, 2027, respectively. 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. As of March 31, 2025, the Company determined that it was probable that the performance condition based on three-year cumulative EBITDA would be met for the performance shares issued for 2025.

Note 8. Equity

The following table summarizes the Company’s purchases of WOW common stock during the three months ended March 31, 2025 and 2024, respectively. These shares are reflected as treasury stock in the Company’s consolidated balance sheets.


	Three months ended
	March 31,
	2025	2024

	(shares)
Income tax withholding(1)	252,322	339,891

(1)	Generally, the Company withholds shares to cover the income tax withholdings of the employee upon vesting.

Note 9. Earnings per Common Share

Basic earnings or loss per share attributable to the Company’s common stockholders is computed by dividing net income 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 three months ending March 31, 2025 or 2024 because the Company incurred a net loss and the effect of inclusion would have been anti-dilutive.


	March 31,
	2025		2024

	(in millions, except share data)
Net loss	$	(13.9)	$	(15.0)

Basic weighted-average shares		82,249,490		81,347,672
Effect of dilutive securities:
Restricted stock awards		—		—
Diluted weighted-average shares		82,249,490		81,347,672

Basic and diluted loss per common share
Basic	$	(0.17)	$	(0.18)
Diluted	$	(0.17)	$	(0.18)

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Note 10. Fair Value Measurements

The fair values of cash, 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.

During the first quarter of 2024, the Company entered into five interest rate swap arrangements. The Company’s derivative instrument is accounted for at fair value on a recurring basis and classified within Level 2 of the valuation hierarchy. The following table reflects the Company’s financial assets and liabilities measured at fair value as of March 31, 2025.


	Level 1		Level 2		Level 3		Total

	(in millions)
Financial Liabilities
Interest rate swaps (1)	$	—	$	5.7	$	—	$	5.7
Long-term debt, net (2)		—		834.1		—		834.1
Total	$	—	$	839.8	$	—	$	839.8

(1)	Measured as the present value of all expected future cash flows based on the SOFR-based swap yield curves as of March 31, 2025. The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparties.

(2)

Measured based on dealer quotes considering current market rates for the Company’s credit facility. 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. Debt fair value does not include debt issuance costs and discount. The First Out Term Loan had a fair value of $321.4 million while the Second Out Term Loan had a fair value of $512.7 million for the period ended March 31, 2025.

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The following table reflects the Company’s financial assets and liabilities measured at fair value as of December 31, 2024.


	Level 1		Level 2		Level 3		Total

	(in millions)
Financial Liabilities
Interest rate swaps (1)	$	—	$	2.9	$	—	$	2.9
Long-term debt, net (2)		—		864.7		—		864.7
Total	$	—	$	867.6	$	—	$	867.6

(1)	Measured as the present value of all expected future cash flows based on the SOFR-based swap yield curves as of December 31, 2024. The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparties.

(2)

Measured based on dealer quotes considering current market rates for the Company’s credit facility. 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. Debt fair value does not include debt issuance costs and discount. The First Out Term Loan had a fair value of $324.6 million while the Second Out Term Loan had a fair value of $540.1 million for the period ended December 31, 2024.

There were no transfers into or out of Level 1, 2 or 3 during the periods ended March 31, 2025 and December 31, 2024.

The Company’s nonfinancial assets such as franchise operating rights, 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.

Note 11. Derivative Instruments

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. At various points during the first quarter of 2024, the Company entered into five separate pay-fixed interest rate swap agreements for a notional amount of $100 million each.

The Company is the fixed rate payor on five interest rate swap contracts that effectively fix the SOFR-based index used to determine the interest rates charged on a portion of the Company’s total long-term debt of $1,027.4 million, not including unamortized debt issuance costs and discount. These contracts fix the Company’s term loan variable rate exposure at an average of 4.3% and have expiration dates of February and March 2027. The Company accounts for each agreement on a fair value basis at each reporting period.

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The following table summarizes the notional amounts and fair values of the Company’s outstanding derivatives by risk category and instrument type within the condensed consolidated balance sheet as of March 31, 2025.


			Fair Value		Fair Value
			Accrued		Other
	Notional		Liabilities		Non-current
	Amount		and Other		Liabilities

Derivatives Instruments	(in millions)
Interest rate swap contracts as of March 31, 2025	$	500.0	$	2.0	$	3.7

The Company recognized the change in fair value of $2.8 million, in interest expense in the condensed consolidated income statement related to these agreements for the three months ended March 31, 2025. The Company recognized the change in fair value of $1.1 million, offset by cash receipts of $0.4 million, in interest expense in the condensed consolidated income statement related to these agreements for the three months ended March 31, 2024. See additional disclosure information related to these derivative instruments in Note 10 – Fair Value Measurements.

Note 12. 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.

The Company reported income tax benefit of $4.9 million and $0.5 million for the three months ended March 31, 2025 and 2024, respectively. The change to income tax benefit was primarily related to the release of valuation allowance quarter over quarter.

Note 13. Commitments and Contingencies

Sprint Patent Infringement Claim. 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 (“VoIP”) 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.

As a result of the settlement, the Company accrued $46.8 million as of March 31, 2023, and the associated expense was included in selling, general and administrative expenses in the period recorded. Per the payment schedule, the Company owes $5.0 million as of March 31, 2025 with final payment to be made in January 2026. The Company appropriately accrued for these payments in the consolidated financial statements. Additionally, the Company received a $3.8 million refund from an indemnification claim related to this matter during the year ended December 31, 2024 and an additional $0.5 million during the quarter ended March 31, 2025. The Company has accounted for this refund as an offset to selling, general, and administrative expenses in the unaudited condensed consolidated statement of operations. Of the $4.3 million refund from indemnification claims, $2.5 million is related to an agreement from a third party to pay the Company $5.0 million. The remaining $2.5 million, related to this agreement, will be paid in five $0.5 million installments through April 2026. The settlement payments will be recognized in the periods in which they are received.

The Company is also party to various other 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,

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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.

Note 14. Segment Reporting

The Company’s operations are managed and reported to its Chief Executive Officer (“CEO”), the Company’s chief operating decision maker, on a consolidated basis. The CEO assesses performance and allocates resources based on the consolidated results of operations. Under this organizational and reporting structure, the Company operates as one reportable segment.

As one reportable segment, the Company does not have any intra-entity sales or transfers.


	Broadband Services
	Three months ended
	March 31,
	2025		2024

	(in millions)
Direct expense	$	23.6	$	32.1
Compensation & benefits		26.8		32.6
Bad debt		2.0		2.7
Sales and marketing		6.2		7.9
Field Operations		4.5		5.5
Billing systems and software		3.3		3.2
Professional and legal fees		4.4		0.8
Other segment items (1)		19.7		19.1
Total expenses (2)	$	90.5	$	103.9

(1)	Other segment items includes building maintenance and utilities, dues and subscriptions, miscellaneous employee expenses, hardware and software expenses, insurance expenses, rental expenses, repair expenses, operating taxes, and vehicle expenses.

(2)	Total expenses agrees to operating (excluding depreciation and amortization) and selling, general, and administrative expenses presented in the unaudited condensed consolidated statement of operations.

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

Overview

We are 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 customers and offer a full range of products and services to business customers. Our services are delivered across 18 markets via our efficient, advanced hybrid fiber-coax (“HFC”) network. Our footprint covers certain suburban areas within the states of Alabama, Florida, Georgia, Michigan, South Carolina and Tennessee. At March 31, 2025, our broadband networks passed nearly 2.0 million homes and businesses and served 473,800 customers.

Our core strategy is to provide outstanding service at affordable prices. We execute this strategy by managing our operations to focus on the customer. We believe that the customer experience should be reliable, easy and pleasantly surprising, every time. To achieve this customer experience, we operate one of the most technically advanced and high-performing networks in the industry.

We operate under a broadband first strategy. Our advanced network offers HSD speeds up to 1.2 GIG (1200 Mbps) in approximately 99% of our footprint and HSD speeds up to 5 GIG (5000 Mbps) in our greenfield expansion markets. Led by our robust HSD offering, our products are available either as an individual service or a bundle to residential and business service customers. Based on our per subscriber economics, we believe that HSD represents the greatest opportunity to enhance profitability across our residential and business markets.

For the three months ended March 31, 2025, the average percentage of HSD only new connections was approximately 94% compared to an average percentage of approximately 92% for the three months ended March 31, 2024. Of the HSD only customers, approximately 72% of the new connections purchased 500MB or higher speeds during the three months ended March 31, 2025 and 2024.

WOW is continuing to focus on its market expansion strategy by building out its network in locations adjacent and nonadjacent to its existing network and bringing its state-of-the-art all IP fiber technology and award-winning customer service to those markets.

Key Transactions Impacting Operating Results and Financial Condition

Critical Accounting Estimates

For a discussion of our critical accounting estimates and the means by which we develop estimates refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Annual Report on Form 10-K. There have been no material changes from the critical estimates described in our Form 10-K.

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Homes Passed and Subscribers

We report homes passed as the number of serviceable addresses, such as single residence homes, apartments and condominium units, and businesses passed by our broadband network and listed in our database. We report total subscribers as the number of subscribers who receive at least one of our HSD, Video or Telephony services, without regard to which or how many services they subscribe. We define each of the individual HSD subscribers, Video subscribers and Telephony subscribers as a revenue generating unit (“RGU”). The following table summarizes homes passed, total subscribers and total RGUs for our services as of each respective date and for comparability purposes, presents subscribers associated with the Company’s operations as of each specified date:


	Mar. 31,	Jun. 30,	Sep. 30,	Dec. 31,	Mar. 31,
	2024	2024	2024	2024	2025
Homes passed	1,948,500	1,956,700	1,952,200	1,962,100	1,977,600
Total subscribers	500,700	495,200	490,500	478,700	473,800
HSD RGUs	489,700	485,000	480,600	470,400	465,900
Video RGUs	79,300	71,600	66,300	60,600	48,900
Telephony RGUs	77,700	75,700	73,700	71,600	69,200
Total RGUs	646,700	632,300	620,600	602,600	584,000

The following table displays the homes passed and subscribers related to the Company’s market expansion activities, which includes edge-outs and Greenfield expansion:


	Mar. 31,	Jun. 30,	Sep. 30,	Dec. 31,	Mar. 31,
	2024	2024	2024	2024	2025
Homes passed	147,700	156,600	158,300	169,900	185,100
Total subscribers	32,200	35,800	38,100	40,000	42,900
HSD RGUs	31,900	35,600	37,800	39,800	42,600
Video RGUs	7,200	7,300	7,400	7,400	7,400
Telephony RGUs	4,200	4,600	4,800	5,000	5,400
Total RGUs	43,300	47,500	50,000	52,200	55,400

While we take appropriate steps to ensure subscriber information is presented on a consistent and accurate basis at any given balance sheet date, we periodically review our policies in light of the variability we may encounter across our different markets due to the nature and pricing of products, services and billing systems. Accordingly, we may from time to time make appropriate adjustments to our subscriber information based on such reviews.

Financial Statement Presentation

Revenue

Our operating revenue is primarily derived from monthly recurring charges for HSD, Video, Telephony and other business services to residential and business customers, in addition to other revenues.

●

HSD revenue consists primarily of fixed monthly fees for data service and rental of modems.

●

Video revenue consists primarily of fixed monthly fees for basic, premium and digital cable television services and rental of video converter equipment, as well as charges from optional services, such as pay-per-view, video-on-demand and other events available to the customer. 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 on to the customer, which is included in video revenue.

●

Telephony revenue consists primarily of fixed monthly fees for local service and enhanced services, such as call waiting, voice mail and measured and flat rate long-distance service.

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●

Other business service revenue consists primarily of monthly recurring charges for session initiated protocol, web hosting, metro Ethernet, wireless backhaul, broadband carrier services and cloud infrastructure services provided to business customers.

●

Other revenue consists primarily of revenue from paper statement fees, revenue from late fees, line assurance warranty services provided to residential and business customers and advertising placement.

Revenues attributable to monthly subscription fees charged to customers for our HSD, Video and Telephony services provided by our broadband networks were 92% total revenue for the three months ended March 31, 2025 and March 31, 2024. The remaining percentage of total revenue represents non-subscription revenue primarily from other business services, line assurance warranty services and advertising placement.

Costs and Expenses

Our expenses primarily consist of operating, selling, general and administrative expenses, depreciation and amortization expense, and interest expense.

Operating expenses primarily include programming costs, data costs, transport costs and network access fees related to our HSD, Video and Telephony services, hardware/software expenses, network operations and maintenance services, customer service and call center expenses, bad debt, billing and collection expenses and franchise and other regulatory fees.

Selling, general and administrative expenses primarily include salaries and benefits of corporate and field management, sales and marketing personnel, human resources and related administrative costs.

Depreciation and amortization includes depreciation of our network infrastructure, including associated equipment, hardware and software, buildings and leasehold improvements, and finance lease obligations. Amortization is recognized on other intangible assets with definite lives primarily related to acquisitions. Depreciation and amortization expense is presented separately from operating and selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations.

We control our costs of operations by maintaining strict controls on expenditures. More specifically, we are focused on managing our cost structure by improving workforce productivity, increasing the effectiveness of our purchasing activities and maintaining discipline in customer acquisition. We expect programming expenses to continue to increase per Video subscriber due to a variety of factors, including increased demands by owners of some broadcast stations for carriage of other services or payments to those broadcasters for retransmission consent and annual increases imposed by programmers with additional selling power as a result of media consolidation. We have not been able to fully pass these increases on to our customers without the loss of customers, nor do we expect to be able to do so in the future.

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Results of Operations

The following table summarizes our results of operations for the periods presented:


	Three months ended
	March 31,
	2025		2024

	(in millions)
Revenue	$	150.0	$	161.5
Costs and expenses:
Operating (excluding depreciation and amortization)		59.0		67.5
Selling, general and administrative		31.5		36.4
Depreciation and amortization		50.8		52.4
		141.3		156.3
Income (loss) from operations		8.7		5.2
Other income (expense):
Interest expense		(27.5)		(21.0)
Other income, net		—		0.3
Loss before provision for income tax		(18.8)		(15.5)
Income tax benefit		4.9		0.5
Net loss	$	(13.9)	$	(15.0)

Revenue

Total revenue for the three months ended March 31, 2025 decreased $11.5 million, or 7%, as compared to revenue for the three months ended March 31, 2024 as follows:


	Three months ended
	March 31,
	2025		2024

	(in millions)
Residential subscription	$	110.4	$	121.0
Business subscription		28.1		28.0
Total subscription		138.5		149.0
Other business services		4.9		5.3
Other		6.6		7.2
Total revenue	$	150.0	$	161.5

Subscription Revenue

Total subscription revenue decreased $10.5 million, or 7%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease is primarily driven by a $10.5 million shift in service offering mix as a result of the reduction in RGUs, coupled with a $7.4 million decrease in volume across all services. This decrease was partially offset by a $7.4 million increase in average revenue per unit (“ARPU”) as a result of rate increases in the fourth quarter of 2024 and the first quarter of 2025. ARPU is calculated as subscription revenue for each of the HSD, Video and Telephony services divided by the average total RGUs for each service category for the respective period.

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Other Business Services

Other business services revenue decreased $0.4 million, or 8%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease is primarily due to decreases in wholesale revenue and data center revenue.

Other Revenue

Other revenue decreased $0.6 million, or 8%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease is primarily due to decreases in advertising and paper statement revenue, partially offset by an increase in partner streaming fee revenue.

Operating expenses (excluding depreciation and amortization)

Operating expenses (excluding depreciation and amortization) decreased $8.5 million, or 13%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease is primarily driven by decreases in direct operating expense, specifically programming expense of $8.1 million, which aligns with the reduction in Video RGUs between periods, as well as reduction in call center related expenses and bad debt expenses partially offset by increases in building maintenance and utilities and hardware and software expenses.

Incremental contribution

Incremental contribution is defined as subscription services revenue less costs directly incurred from third parties in connection with the provision of such services to our customers (service direct expense). Incremental contribution decreased $2.0 million, or 2% during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease is primarily due to a reduction in HSD, Video and Telephony revenue for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Selling, general and administrative expenses

Selling, general and administrative expenses decreased $4.9 million, or 13%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease is primarily due to reductions in certain cash compensation expenses, marketing expenses, and stock compensation expense, as well as the receipt of business continuity insurance recoveries, partially offset by increases in professional and legal services.

Depreciation and amortization expenses

Depreciation and amortization expenses decreased $1.6 million, or 3%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease is primarily due to certain assets reaching the end of their useful life.

Interest expense

Interest expense increased $6.5 million, or 31%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase is primarily due to a higher overall debt balance. During the fourth quarter of 2024, the Company entered into a new Priority Credit Agreement, which increased the debt balance and has a higher effective interest rate than the previous agreement. The Company entered into five interest rate derivative instruments during the first quarter of 2024, of which the change in the fair value is presented in interest expense each period.

Income tax benefit

We reported income tax benefit of $4.9 million and $0.5 million for the three months ended March 31, 2025 and 2024, respectively. The change in income tax benefit was primarily related to the release of valuation allowance quarter over quarter.

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Use of Incremental Contribution

Incremental contribution is included herein because we believe that it is a key metric used by our management to assess the financial performance of the business by showing how the relative relationship of the various components of subscription services contributes to our overall consolidated historical results. Our management further believes that it provides useful information to investors in evaluating our financial condition and results of operations because the additional detail illustrates how an incremental dollar of revenue generates cash, before any unallocated costs are considered, which we believe is a key component of our overall strategy and important for understanding what drives our cash flow position relative to our historical results. Incremental contribution is defined by us as the components of subscription revenue, less costs directly incurred from third parties in connection with the provision of such services to our customers.

Incremental contribution is not made in accordance with GAAP and our use of the term incremental contribution varies from others in our industry. Incremental contribution should be considered in addition to, not as a substitute for, consolidated net income (loss) and operating income (loss) or any other performance measures derived in accordance with GAAP as measures of operating performance or operating cash flows, or as measures of liquidity. Incremental contribution has important limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP as it does not identify or allocate any other operating costs and expenses that are components of our income from operations to specific subscription revenues as we do not measure or record such costs and expenses in a manner that would allow attribution to a specific component of subscription revenue. Accordingly, incremental contribution should not be considered as an alternative to operating income or any other performance measures derived in accordance with GAAP as measures of operating performance or operating cash flows, or as a measure of liquidity.

The following table provides a reconciliation of incremental contribution to income from operations, which is the most directly comparable GAAP measure, for the three months ended March 31, 2025 and 2024:


		Three months ended
		March 31,
		2025		2024

	(in millions)
Income from operations		$	8.7	$	5.2
Revenue (excluding subscription revenue)			(11.5)		(12.5)
Other non-allocated operating expense (excluding depreciation and amortization)			37.3		37.3
Selling, general and administrative			31.5		36.4
Depreciation and amortization			50.8		52.4
Incremental contribution		$	116.8	$	118.8

Liquidity and Capital Resources

Our primary funding requirements are for our ongoing operations, capital expenditures, outstanding debt obligations, including lease agreements, and strategic investments. At March 31, 2025, the principal amount of our outstanding consolidated debt aggregated to $1,033.9 million, of which $20.1 million is classified as current in our unaudited condensed consolidated balance sheet as of such date. As of March 31, 2025, we had borrowing capacity of $130.7 million under our Revolving Credit Facility.

We are required to prepay principal amounts if we generate excess cash flow, as defined in the Credit Agreement. As of March 31, 2025, we had $28.8 million of cash. We believe that our existing cash balances, available borrowing capacity under our Revolving Credit Facility, and operating cash flows will provide sufficient resources to fund our obligations and anticipated liquidity requirements over the next 12 months.

We expect to utilize cash flow from operations and cash on hand as funding sources, as well as potentially engage in future refinancing transactions to further extend the maturities of our debt obligations. The timing and terms of any refinancing transactions will be subject to market conditions among other considerations.

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As potential acquisitions or dispositions arise, we actively review such transactions against our objectives including, among other considerations, improving our operational efficiency, geographic clustering of assets, product development or technology capabilities of our business and achieving appropriate strategic objectives, and we may participate in such transactions to the extent we believe these possibilities present attractive opportunities. However, there can be no assurance that we will actually complete any acquisitions or dispositions, or that any such transactions will be material to our operations or results.

Our ability to fund operations, make capital expenditures, repay debt obligations and make future acquisitions and strategic investments depends on future operating performance and cash flows, which are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control.

Historical Operating, Investing, and Financing Activities

Operating Activities

Net cash provided by operating activities was $16.7 million for the three months ended March 31, 2025 compared to $33.2 million for the three months ended March 31, 2024. The decrease is primarily due to $23.0 million in timing differences of our receivables and payables, offset by a $6.5 million decrease in cash operating income.

Investing Activities

Net cash used in investing activities was $37.7 million for the three months ended March 31, 2025 compared to $72.5 million for the three months ended March 31, 2024. The decrease is primarily attributable to the timing of spend related to our market expansion initiatives.

We have ongoing capital expenditure requirements related to the maintenance, expansion and technological upgrades of our network. Capital expenditures are funded primarily through a combination of cash on hand and cash flow from operations. Our capital expenditures were $38.9 million and $72.5 million for the three months ended March 31, 2025 and 2024, respectively. The $33.6 million decrease in the three months ended March 31, 2025 compared to the three months ended March 31, 2024 is primarily due to the timing of spend related to our market expansion initiatives in locations adjacent and nonadjacent to our existing network.

The following table sets forth additional information regarding our capital expenditures for the periods presented:


	Three months ended
	March 31,
	2025		2024

	(in millions)
Capital Expenditures
Customer premise equipment(1)	$	15.9	$	18.6
Scalable infrastructure(2)		11.6		32.6
Support capital and other(3)		6.4		10.2
Line extensions(4)		5.0		11.1
Total	$	38.9	$	72.5
Capital expenditures included in total related to:
Greenfields(5)	$	10.8	$	43.1
Business services(6)	$	2.0	$	2.2
Edge-outs(7)	$	1.9	$	1.7

(1)	Customer premise equipment, includes equipment and installation costs incurred to deliver services to residential and business services customers. CPE includes the costs of acquiring and installing our set-top boxes and modems, as well as the cost of customer connections to our network.

(2)	Scalable infrastructure includes costs, not directly related to customer acquisition activity, to support new customer growth and provide service enhancements (e.g., headend equipment).

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(3)	Support capital and other includes costs to modify or replace existing HFC network, including enhancements, and all other costs to support day-to-day operations, including land, buildings, vehicles, office equipment, tools and test equipment.

(4)	Line extensions include costs associated with new home development within our footprint and edge-outs (e.g., fiber / coaxial cable, amplifiers, electronic equipment, make-ready and design engineering).

(5)	Greenfields represent costs associated with building our fiber technology network in locations nonadjacent to our existing network.

(6)	Business services represent costs associated with the build-out of our network to support business services customers, including the associated CPE.

(7)	Edge-outs represent costs to extend our network into new adjacent service areas, including the associated CPE.

Financing Activities

Net cash provided by financing activities was $11.0 million for the three months ended March 31, 2025 and $35.1 million for the three months ended March 31, 2024. The decrease is primarily due to a reduction in net borrowings during the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risk is limited and primarily related to fluctuating interest rates associated with our variable rate indebtedness under our Priority Credit Agreement. As of March 31, 2025, borrowings under our Priority Credit Agreement consists of three tranches: (i) a first out term loan, which bears interest at SOFR plus 7.00%, (ii) a second out term loan, which bears interest at SOFR plus 3.00%, and (iii) a revolving credit facility which bears interest at SOFR plus 2.75%. We manage the impact of interest rate changes on earnings and operating cash flows by entering into derivative instruments to protect against increases in the interest rates on our variable rate debt. We use interest rate swaps, where we receive variable rate amounts in exchange for fixed rate payments. As of March 31, 2025, after considering our interest rate swaps, approximately 50% of our Senior Secured Credit Facility is still variable rate debt. A hypothetical 100 basis point (1%) change in SOFR interest rates (based on the interest rates in effect under our Senior Secured Credit Facility as of March 31, 2025) would result in an annual interest expense change of up to approximately $5.3 million on our Senior Secured Credit Facility.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (“Exchange Act”)) 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.

Our management, with the participation of the Certifying Officers, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of March 31, 2025. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of March 31, 2025, as the result of a material weakness in our internal control over financial reporting discussed below.

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.

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Notwithstanding the material weakness noted below, management has concluded that the condensed consolidated financial statements included in this quarterly 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.

Material Weakness in Internal Control over Financial Reporting

As discussed in our Annual Report on Form 10-K management identified a material weakness in internal control over financial reporting that existed at December 31, 2024. The material weakness described below did not result in a misstatement of the Company’s annual or interim consolidated financial statements.

Specifically, management did not have sufficient documentation and evidence of review regarding certain inputs utilized in the Company’s annual impairment testing.

This material weakness continued to exist at March 31, 2025.

Remediation Plan

Management is actively designing a remediation plan to ensure that control deficiencies contributing to the material weakness are fully remediated. The Company is taking steps to strengthen our internal processes and controls associated with the review of inputs utilized in the Company’s annual impairment testing.

We believe that these actions will effectively remediate the material weakness. However, until the new controls and remediated controls operate and management has concluded, through testing, that these controls are operating effectively, the material weakness in our internal controls over financial reporting will not be considered remediated. We do not expect to test these controls until the completion of our next annual impairment testing in the fourth quarter of 2025, absent the occurrence of a triggering event before such time.

Changes in Internal Control over Financial Reporting

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 three months ended March 31, 2025 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

Refer to Note 13 – Commitments and Contingencies for a discussion of the Company’s legal proceedings.

Item 1A. Risk Factors

Our Annual Report on Form 10-K for the year ended December 31, 2024 includes “Risk Factors” under Item 1A of Part 1. Other than as set forth below there have been no material changes to the risk factors set forth therein.

The U.S. has established free trade laws and regulations that set certain duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements. Changes in laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where the components used in our operations are manufactured, such as China , could have a material adverse effect on our business and financial results. In recent years, the U.S. and Chinese governments have imposed a series of significant incremental retaliatory tariffs to certain imported products. To the extent certain components we purchase to execute our greenfield and growth strategies, such as certain network infrastructure materials and customer premise equipment, are manufactured in affected countries, our suppliers will likely raise the prices we pay for such materials to offset these costs. Historically, we have not been able to pass increased costs along to our customers without the loss of such customers, many of whom have elected simplified pricing with price lock, which prevents us from raising prices for a certain period of time. While we believe we have sufficient inventory to avoid these potential consequences in the short term, if the actual and potential tariffs and reciprocal tariffs are implemented as currently proposed, our results of operations could be materially negatively impacted, both directly and indirectly through negative effects to our supply chain, as a result of increased costs, decreased demand and other adverse economic impacts, and we may not be able to successfully mitigate or offset such impacts.

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

Purchases of Equity Securities by the Issuer

The following table presents WOW’s purchases of equity securities completed during the first quarter of 2025 (in millions, except share and per share amounts):


					Approximate Dollar Value of
				Total Number of Shares	Shares that May Yet be
	Total Number of Shares	Average Price		Purchased as Part of Publicly	Purchased Under the Plans
Period	Purchased (1)	Paid per Share		Announced Plans or Programs	or Programs (in millions)
January 1 - 31, 2025	2,100	$	4.36	—	$	—
February 1 - 28, 2025	1,906	$	4.93	—	$	—
March 1 - 31, 2025	248,316	$	4.88	—	$	—
Total	252,322			—

(1)	Represents shares withheld from employees for the payment of taxes upon the vesting of restricted stock awards for the months of January, February, and March 2025, respectively.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

Rule 10b5-1 Trading Arrangements

During the three months ended March 31, 2025, none of the Company's directors or Section 16 officers amended, adopted or terminated (i) any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement.

Item 6. Exhibits


Exhibit Number		Exhibit Description

3.1		Amended and Restated Certificate of Incorporation of WideOpenWest, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1/A (File No. 333-216894) filed on May 15, 2017)
3.2		Amended and Restated Bylaws of WideOpenWest, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A (File No. 333-216894) filed on May 15, 2017)
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 Quarterly Report on Form 10-Q for the three months ended March 31, 2025, filed with the Securities and Exchange Commission on May 6, 2025, formatted in iXBRL (inline eXtensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Changes in Stockholders’ Equity; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to the Condensed Consolidated Financial Statements.
104		Cover Page, formatted in iXBRL and contained in Exhibit 101.

*	Filed herewith.

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SIGNATURES

Pursuant to the requirements 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.

May 6, 2025	By:	/s/ TERESA ELDER
		Teresa Elder
		Chief Executive Officer

	By:	/s/ JOHN REGO
		John Rego
		Chief Financial Officer

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Date	Price Target	Rating	Analyst
7/2/2024		Mkt Perform → Underperform	Raymond James
5/8/2024		Outperform → Mkt Perform	Raymond James
11/9/2023		Overweight → Sector Weight	KeyBanc Capital Markets
4/4/2023	$14.00	Sector Weight → Overweight	KeyBanc Capital Markets
2/24/2023	$21.00 → $14.00	Strong Buy → Outperform	Raymond James
11/3/2022		Overweight → Sector Weight	KeyBanc Capital Markets
12/10/2021	$17.00 → $19.00	Neutral	Credit Suisse
8/9/2021	$15.00 → $20.00	Sector Perform	RBC Capital

SEC Form 10-Q filed by WideOpenWest Inc.

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