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WOW Alert: Monsey Firm of Wohl & Fruchter Investigating Fairness of the Proposed Sale of WideOpenWest to DigitalBridge Group and Crestview Partners
GlobeNewswire News Room· 2025-08-12 13:25
Core Viewpoint - The law firm Wohl & Fruchter LLP is investigating the fairness of the proposed sale of WideOpenWest, Inc. (WOW) to DigitalBridge Group and Crestview Partners for $5.20 per share in cash, raising concerns about potential conflicts of interest and the adequacy of the sale price [1][4][6]. Group 1: Sale Details - WOW has agreed to be sold for $5.20 per share in cash, which is below its 52-week high of $5.80 per share, suggesting an opportunistic purchase [4][6]. - Crestview Partners, the largest shareholder with approximately 37% ownership, has agreed to roll over its equity into the post-close entity, a benefit not available to public stockholders [2][5]. Group 2: Governance and Conflicts - The sale was approved based on the recommendation of a purportedly independent Special Committee of WOW's Board, indicating potential conflicts of interest among certain Board members [3][6]. - The investigation aims to determine if the Special Committee acted in the best interests of WOW shareholders and whether all material information regarding the transaction was disclosed [7].
WOW Shareholders Unhappy With Merger Should Contact Shareholder Rights Firm Julie & Holleman LLP Regarding Potential Legal Claims
GlobeNewswire News Room· 2025-08-12 13:04
Core Viewpoint - Julie & Holleman LLP is investigating the proposed acquisition of WideOpenWest, Inc. by Crestview Partners and DigitalBridge Investments, citing conflicts of interest and a belief that the acquisition price of $5.20 per share is undervalued [1][4]. Company Overview - WideOpenWest, Inc. (WOW!) is a leading broadband provider in the U.S., operating in 20 markets across the Midwest and Southeast [2]. - Wall Street analysts have set an average one-year stock price target of $5.65 per share for WOW!, with a high target of $6.50 per share [2]. Acquisition Details - On August 11, 2025, WOW! announced an agreement to be taken private at a price of $5.20 per share, with Crestview Partners, which owns 37% of WOW!'s stock, partnering with DigitalBridge to acquire the remaining shares [3]. Legal Concerns - Julie & Holleman LLP is pursuing potential legal claims regarding the fairness of the acquisition deal, highlighting concerns over conflicts of interest as key insiders will remain with the company while public shareholders are being cashed out at a price below the company's true value [4].
WideOpenWest (WOW) Reports Q2 Loss, Beats Revenue Estimates
ZACKS· 2025-08-12 00:06
Company Performance - WideOpenWest reported a quarterly loss of $0.22 per share, which was worse than the Zacks Consensus Estimate of a loss of $0.15, and compared to a loss of $0.13 per share a year ago, indicating an earnings surprise of -46.67% [1] - The company posted revenues of $144.2 million for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 0.14%, but down from $158.8 million in the same quarter last year [2] - Over the last four quarters, WideOpenWest has surpassed consensus EPS estimates only once, while it has topped consensus revenue estimates three times [2] Stock Performance - WideOpenWest shares have declined approximately 35.7% since the beginning of the year, contrasting with the S&P 500's gain of 8.6% [3] - The current consensus EPS estimate for the upcoming quarter is -$0.20 on revenues of $141.3 million, and for the current fiscal year, it is -$0.78 on revenues of $574.9 million [7] Industry Outlook - The Cable Television industry, to which WideOpenWest belongs, is currently ranked in the bottom 28% of over 250 Zacks industries, suggesting a challenging environment for the company [8] - The performance of WideOpenWest's stock may be influenced by the overall outlook for the industry, as research indicates that the top 50% of Zacks-ranked industries outperform the bottom 50% by more than 2 to 1 [8]
WOW(WOW) - 2025 Q2 - Earnings Call Transcript
2025-08-11 22:00
Financial Data and Key Metrics Changes - In the second quarter, the company reported high-speed data (HSD) revenue of $104.8 million, a slight year-over-year decrease [8] - Total revenue for the second quarter decreased by 9.2% to $144.2 million, primarily due to declines in video and telephony revenue, which dropped by 39% and 10.3% respectively [13] - Adjusted EBITDA increased by 0.4% year-over-year to $70.3 million, with an adjusted EBITDA margin of 48.8% [13][14] - The company ended the quarter with total cash of $31.8 million and total outstanding debt of $1.05 billion, resulting in a leverage ratio of 3.5 times [15] Business Line Data and Key Metrics Changes - The traditional video business saw a significant decline, with subscribers dropping to 42,500, a 40.6% decrease from the previous year [11] - The company maintained a strong penetration rate of 16% in its greenfield markets, passing an additional 15,500 homes during the quarter [7][8] - The 2025 Edge Out vintage increased its penetration rate to 28%, while the 2024 vintage reached 45.8% [9] Market Data and Key Metrics Changes - The company reported a record high average revenue per user (ARPU) of $75.3, reflecting a 4.9% year-over-year increase [10] - 76% of new HSD connections were for speeds of 500 megabits or higher, a 4% increase year-over-year [10] Company Strategy and Development Direction - The company announced a definitive agreement for acquisition at $5.2 per share, representing a 37.2% premium to the unaffected price prior to the offer [5] - The focus remains on executing the business effectively while navigating the necessary approvals for the acquisition [19] - The company plans to continue its greenfield and edge-out expansion initiatives without changes to the current CapEx plan [24] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the momentum of greenfield expansion and the effectiveness of pricing strategies, which have led to improvements in subscriber trends [11][10] - The company will not provide guidance for the third quarter due to the ongoing acquisition process [16] Other Important Information - The company has amended its revolving credit facility, extending it for six months beyond the current term, with further extensions conditional on the acquisition closing [6] Q&A Session Summary Question: What is the plan for greenfield builds or edge outs going forward? - Management indicated that the focus is on running the business well while going through the necessary approvals for the acquisition, leaving future plans to the acquiring companies [19] Question: Are there any potential regulatory concerns that could delay the acquisition? - Management stated that there are no known concerns at this time, with an estimated closing timeframe of late this year or early next year [20] Question: Can you provide more details on the strategic review process? - Management referred to the thorough process conducted by a special committee of the board, which unanimously recommended the acquisition offer [22][23] Question: Will the CapEx plans for this year change? - Management confirmed that there will be no changes to this year's CapEx plans, continuing with the current strategy [24] Question: What percentage of homes passed are directly fiber to the home? - Management noted that all 91,100 homes passed in the second quarter are fiber to the home, with additional fiber within the legacy footprint [25]
WOW(WOW) - 2025 Q2 - Quarterly Report
2025-08-11 21:11
[PART I. Financial Information](index=5&type=section&id=PART%20I.%20Financial%20Information) [Item 1: Financial Statements (Unaudited)](index=5&type=section&id=Item%201%3A%20Financial%20Statements%20(Unaudited)) The unaudited financial statements show decreased assets, increased liabilities, declining revenue, and a wider net loss for the period ended June 30, 2025 [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) | Balance Sheet Items | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :--- | :--- | :--- | | **Total Assets** | **$1,501.5** | **$1,512.5** | | Total Current Assets | $109.4 | $111.8 | | Property, plant and equipment, net | $823.9 | $831.2 | | **Total Liabilities** | **$1,320.6** | **$1,303.7** | | Long-term debt and finance lease obligations | $1,032.7 | $997.4 | | **Total Stockholders' Equity** | **$180.9** | **$208.8** | - Total assets slightly decreased to **$1,501.5 million** from $1,512.5 million at year-end 2024, while long-term debt increased to **$1,032.7 million** from $997.4 million[12](index=12&type=chunk) - Stockholders' equity declined from **$208.8 million** to **$180.9 million**, driven by the net loss[12](index=12&type=chunk) [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) | Metric | Q2 2025 (in millions) | Q2 2024 (in millions) | Six Months 2025 (in millions) | Six Months 2024 (in millions) | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | **$144.2** | **$158.8** | **$294.2** | **$320.3** | | Income from operations | $2.4 | $3.7 | $11.1 | $8.9 | | Interest expense | ($25.6) | ($17.8) | ($53.1) | ($38.8) | | **Net loss** | **($17.8)** | **($10.8)** | **($31.7)** | **($25.8)** | | **Diluted loss per share** | **($0.22)** | **($0.13)** | **($0.38)** | **($0.32)** | - Revenue for Q2 2025 decreased by **9.2%** year-over-year to **$144.2 million**[13](index=13&type=chunk) - Net loss widened to **$17.8 million** in Q2 2025 from $10.8 million in Q2 2024, primarily due to lower revenue and a significant increase in interest expense[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | Cash Flow Activity (Six Months Ended June 30) | 2025 (in millions) | 2024 (in millions) | | :--- | :--- | :--- | | Net cash provided by operating activities | $52.8 | $86.6 | | Net cash used in investing activities | ($85.5) | ($123.5) | | Net cash provided by financing activities | $25.7 | $34.2 | | **Decrease in cash and cash equivalents** | **($7.0)** | **($2.7)** | - Net cash from operating activities decreased by **39%** to **$52.8 million** for the first six months of 2025 compared to the same period in 2024[20](index=20&type=chunk) - Capital expenditures were reduced to **$86.8 million** from $123.6 million year-over-year[20](index=20&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Revenue by Service Offering (Six Months Ended June 30) | Service | 2025 (in millions) | 2024 (in millions) | % Change | | :--- | :--- | :--- | :--- | | Residential HSD | $170.5 | $172.6 | -1.2% | | Residential Video | $37.0 | $57.6 | -35.8% | | Residential Telephony | $8.2 | $9.3 | -11.8% | | **Total residential subscription** | **$215.7** | **$239.5** | **-9.9%** | | Total business subscription | $55.7 | $56.0 | -0.5% | - On August 11, 2025, the company entered into a Merger Agreement with Bandit Parent LP to be acquired for **$5.20 per share** in cash[85](index=85&type=chunk) - The company's long-term debt outstanding balance increased to **$1,042.2 million** as of June 30, 2025, from $1,008.7 million at the end of 2024[41](index=41&type=chunk) [Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202%3A%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses an 8% revenue decline from subscriber loss, its 'broadband first' strategy, and the pending acquisition by DigitalBridge and Crestview Partners [Overview and Recent Developments](index=31&type=section&id=Overview%20and%20Recent%20Developments) - The company's core strategy is to provide outstanding service at affordable prices, with a primary focus on its high-speed data (HSD) service under a **'broadband first' approach**[94](index=94&type=chunk)[95](index=95&type=chunk) - WOW is pursuing a **greenfield expansion strategy**, building out its all-IP fiber network in new markets in Florida, Alabama, and South Carolina[97](index=97&type=chunk) - On August 11, 2025, WOW entered into a definitive agreement to be acquired by affiliates of DigitalBridge and Crestview Partners for **$5.20 per share**[98](index=98&type=chunk)[100](index=100&type=chunk) [Homes Passed and Subscribers](index=33&type=section&id=Homes%20Passed%20and%20Subscribers) Subscriber Trends | Metric | Jun. 30, 2024 | Dec. 31, 2024 | Jun. 30, 2025 | | :--- | :--- | :--- | :--- | | Homes passed | 1,956,700 | 1,962,100 | 1,997,100 | | Total subscribers | 495,200 | 478,700 | 469,600 | | HSD RGUs | 485,000 | 470,400 | 462,000 | | Video RGUs | 71,600 | 60,600 | 42,500 | | Telephony RGUs | 75,700 | 71,600 | 67,000 | - While total subscribers have declined from 495,200 to **469,600** over the past year, market expansion activities have contributed a growing base, reaching **46,300 total subscribers** as of June 30, 2025[104](index=104&type=chunk)[106](index=106&type=chunk) [Results of Operations Analysis](index=37&type=section&id=Results%20of%20Operations%20Analysis) - Total revenue for the six months ended June 30, 2025, **decreased by $26.1 million (8%)** compared to the prior year, driven by a $24.1 million drop in subscription revenue[117](index=117&type=chunk)[118](index=118&type=chunk) - Operating expenses for the first six months of 2025 **decreased by $17.9 million (14%)** year-over-year, mainly due to a $17.2 million reduction in programming expenses[121](index=121&type=chunk) - Interest expense for the first six months of 2025 **increased by $14.3 million (37%)** year-over-year, attributed to higher overall debt balances and derivative instruments[125](index=125&type=chunk) [Liquidity, Capital Resources, and Cash Flow](index=42&type=section&id=Liquidity%2C%20Capital%20Resources%2C%20and%20Cash%20Flow) - As of June 30, 2025, the company had **$31.8 million in cash** and **$110.4 million available** under its Revolving Credit Facility[132](index=132&type=chunk)[133](index=133&type=chunk) - Net cash from operating activities for the first six months of 2025 was **$52.8 million**, a significant decrease from $86.6 million in the same period of 2024[137](index=137&type=chunk) Capital Expenditures (Six Months Ended June 30) | Category | 2025 (in millions) | 2024 (in millions) | | :--- | :--- | :--- | | Customer premise equipment | $35.8 | $34.4 | | Scalable infrastructure | $23.8 | $50.4 | | Support capital and other | $14.2 | $19.5 | | Line extensions | $13.0 | $19.3 | | **Total** | **$86.8** | **$123.6** | [Item 3: Quantitative and Qualitative Disclosures about Market Risk](index=46&type=section&id=Item%203%3A%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is interest rate fluctuation on its variable-rate debt, with a 1% rate increase projected to raise annual interest expense by $5.5 million - The company's main market risk is from interest rate fluctuations on its variable rate debt; after accounting for swaps, **51% of this debt remains at a variable rate**[143](index=143&type=chunk) - A hypothetical **100 basis point (1%) increase** in the SOFR rate would change annual interest expense by approximately **$5.5 million**[143](index=143&type=chunk) [Item 4: Controls and Procedures](index=46&type=section&id=Item%204%3A%20Controls%20and%20Procedures) Management concluded that disclosure controls were not effective as of June 30, 2025, due to a material weakness in internal control over financial reporting - Management concluded that **disclosure controls and procedures were not effective** as of June 30, 2025[145](index=145&type=chunk) - The ineffectiveness is due to a **material weakness** in internal control over financial reporting related to insufficient documentation for annual impairment testing[148](index=148&type=chunk)[149](index=149&type=chunk) - A remediation plan is being designed, but the material weakness continued to exist at June 30, 2025[150](index=150&type=chunk)[151](index=151&type=chunk)[153](index=153&type=chunk) [PART II. Other Information](index=49&type=section&id=PART%20II.%20Other%20Information) [Item 1: Legal Proceedings](index=49&type=section&id=Item%201%3A%20Legal%20Proceedings) The company is party to various legal proceedings arising from normal business operations, with no expected material adverse effect from their resolution - For a discussion of legal proceedings, the report refers to **Note 13 – Commitments and Contingencies** in the financial statements[156](index=156&type=chunk) [Item 1A: Risk Factors](index=49&type=section&id=Item%201A%3A%20Risk%20Factors) The company identifies new material risks related to its proposed merger, including potential closing failures, business disruptions, and significant costs - Completion of the proposed merger is subject to several closing conditions, including **stockholder and regulatory approvals**, which may not be satisfied or could be delayed[158](index=158&type=chunk) - The pending merger creates uncertainty that may **disrupt business relationships** with customers, partners, and employees, and diverts management attention[162](index=162&type=chunk) - If the merger is completed, stockholders will receive a **fixed cash price** and will not benefit from any potential future appreciation in the company's value[164](index=164&type=chunk) [Item 2: Unregistered Sales of Equity Securities and Use of Proceeds](index=53&type=section&id=Item%202%3A%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company purchased 11,672 shares of its equity securities in Q2 2025 to cover employee tax obligations upon the vesting of restricted stock awards Issuer Purchases of Equity Securities (Q2 2025) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | April 2025 | 3,001 | $4.38 | | May 2025 | 3,336 | $4.21 | | June 2025 | 5,335 | $4.14 | | **Total** | **11,672** | **N/A** | - The shares purchased represent shares withheld from employees for the payment of taxes upon the vesting of restricted stock awards[167](index=167&type=chunk)
WOW(WOW) - 2025 Q2 - Quarterly Results
2025-08-11 21:08
Exhibit 99.1 WOW! REPORTS SECOND QUARTER 2025 RESULTS Greenfield markets now pass 91.1 thousand homes with a penetration rate at 16.0% ENGLEWOOD, Colo. (August 11, 2025) – WideOpenWest, Inc. ("WOW!" or the "Company") (NYSE: WOW), one of the nation's leading broadband providers, with an efficient, high-performing network that passes nearly 2.0 million residential, business and wholesale consumers, today announced financial and operating results for the second quarter ended June 30, 2025. Second Quarter 2025 ...
WOW(WOW) - 2025 Q2 - Earnings Call Presentation
2025-08-11 21:00
Second Quarter 2025 August 11, 2025 Important Information Important Information and Where to Find it In connection with the Transaction, WOW! will file with the SEC a proxy statement on Schedule 14A, the definitive version of which will be sent or provided to Company stockholders. WOW!, affiliates of WOW! and affiliates of each of DigitalBridge and Crestview intend to jointly file a transaction statement on Schedule 13E-3 (the "Schedule 13E-3") with the SEC. WOW! may also file other documents with the SEC r ...
WOW! REPORTS SECOND QUARTER 2025 RESULTS
Prnewswire· 2025-08-11 20:54
Core Insights - WideOpenWest, Inc. ("WOW!") reported a total revenue of $144.2 million for Q2 2025, a decrease of $14.6 million, or 9.2%, compared to Q2 2024 [3][11] - The company experienced a net loss of $17.8 million in Q2 2025, compared to a net loss of $10.8 million in Q2 2024, resulting in a net profit margin of (12.3)% [8][11] - WOW! passed an additional 15,500 homes in its Greenfield markets during Q2 2025, bringing the total homes passed to approximately 91,100 with a penetration rate of 16.0% [11][12] Revenue Performance - Total subscription revenue for Q2 2025 was $132.9 million, down $13.6 million, or 9.3%, from the same period in 2024, primarily due to a shift in service offering mix and a decrease in volume across all services [4] - High-Speed Data (HSD) revenue totaled $104.8 million, a slight decrease of $0.2 million, or 0.2%, compared to Q2 2024 [11] Subscriber Metrics - WOW! reported approximately 469,600 total subscribers as of June 30, 2025, a decrease of 25,600, or 5%, compared to the same date in 2024 [10] - HSD Revenue Generating Units (RGUs) totaled 462,000, down 23,000, or 5%, compared to June 30, 2024 [10] Cost Management - Operating expenses (excluding depreciation and amortization) were $55.2 million for Q2 2025, down $9.4 million, or 14.6%, compared to Q2 2024, driven by reductions in direct operating expenses [7] - Selling, General, and Administrative expenses totaled $35.9 million, down $1.9 million, or 5.0%, compared to the same period in 2024 [7] Adjusted EBITDA - Adjusted EBITDA for Q2 2025 was $70.3 million, an increase of $0.3 million, or 0.4%, compared to Q2 2024, with an adjusted EBITDA margin of 48.8% [9][11] Capital Expenditures - Capital expenditures totaled $47.9 million for Q2 2025, a decrease of $3.2 million compared to Q2 2024, primarily due to timing of spend on market expansion initiatives [14] Market Expansion - The company passed an additional 19,000 homes in market expansion projects during Q2 2025, including 15,500 in Greenfield markets and 3,500 in Edge-out projects [11][12] Acquisition Announcement - WOW! announced an agreement for acquisition by affiliated investment funds of DigitalBridge Investments and Crestview Partners for $5.20 per share in an all-cash transaction [17]
WideOpenWest (WOW!), Inc. to be Taken Private by DigitalBridge Group, Inc. and Crestview Partners in $1.5 Billion Transaction
Prnewswire· 2025-08-11 20:51
Core Viewpoint - WideOpenWest, Inc. (WOW!) has entered into a definitive agreement for an all-cash acquisition by DigitalBridge Investments and Crestview Partners, valuing the company at approximately $1.5 billion, with stockholders receiving $5.20 per share, representing a 37.2% premium to the unaffected price prior to the initial offer [1][2]. Company Overview - WOW! is a leading broadband provider in the U.S., serving nearly 2 million customers across 20 markets, primarily in the Midwest and Southeast [7]. - The company offers a range of services including high-speed internet, cable TV, and cloud services, and has been recognized for its exceptional human resources practices [7]. Transaction Details - The acquisition price of $5.20 per share represents a 63% premium to WOW!'s closing price on August 8, 2025 [1]. - Crestview, as WOW!'s largest stockholder, will roll over all shares it owns, which constitutes approximately 37% of WOW!'s outstanding shares [4]. - The transaction has been unanimously approved by WOW!'s Board of Directors and is expected to close by the end of 2025 or in the first quarter of 2026, pending stockholder and regulatory approvals [3][5]. Strategic Implications - The partnership with DigitalBridge and Crestview is expected to enhance WOW!'s growth, allowing for investments in network expansion and technology upgrades, thereby improving service delivery and customer experience [2][8]. - The transaction is seen as a significant opportunity for WOW! to strengthen its market position as a trusted broadband provider [2].
WideOpenWest, Inc. Reschedules Second Quarter 2025 Earnings Call to 5:00 PM ET the Same Day
Prnewswire· 2025-08-11 10:00
Company Overview - WOW! Internet, TV & Phone is a leading broadband provider in the United States, serving nearly 2 million residential, business, and wholesale consumers across 20 markets, primarily in the Midwest and Southeast [3] - The company offers a wide range of services, including high-speed Internet, cable TV, home and mobile phone services, business data, voice, and cloud services, emphasizing outstanding service at affordable prices [3] - WOW! has been recognized for its exceptional human resources practices, winning the Best & Brightest Company to Work For award for eight consecutive years and making the 2024 Top 101 National Winners list [3] Earnings Call Update - WOW! has rescheduled its second quarter 2025 earnings call from 8:00 a.m. ET to 5:00 p.m. ET, with a news release reporting results to be issued prior to the call [1] - The conference call will be available for live broadcast on the company's investor relations website, and participants can join via telephone using a specific conference ID [2]