UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission File Number
(Exact name of Registrant as specified in its charter)
State of | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
(Address of principal executive offices) | (Zip Code) |
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 |
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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
The number of outstanding shares of Liberty Broadband Corporation’s common stock as of July 31, 2024 was:
Series A | Series B | Series C | ||||
Liberty Broadband Corporation common stock | ||||||
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Table of Contents
Part I - Financial Information
I-1
LIBERTY BROADBAND CORPORATION
Condensed Consolidated Balance Sheets
(unaudited)
June 30, | December 31, | |||||
2024 | 2023 |
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amounts in millions |
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Assets |
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Current assets: | ||||||
Cash and cash equivalents | $ | |
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Trade and other receivables, net of allowance for credit losses of $ | | | ||||
Prepaid and other current assets |
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Total current assets |
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Investment in Charter, accounted for using the equity method (note 4) |
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Property and equipment, net | | | ||||
Intangible assets not subject to amortization | ||||||
Goodwill | | | ||||
Cable certificates | | | ||||
Other | | | ||||
Intangible assets subject to amortization, net (note 5) | | | ||||
Other assets, net |
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Total assets | $ | |
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See accompanying notes to the condensed consolidated financial statements.
I-2
LIBERTY BROADBAND CORPORATION
Condensed Consolidated Balance Sheets (Continued)
(unaudited)
June 30, | December 31, | |||||
2024 | 2023 |
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amounts in millions, |
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except share amounts | ||||||
Liabilities and Equity | ||||||
Current liabilities: | ||||||
Accounts payable and accrued liabilities | $ | |
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Deferred revenue |
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Current portion of debt | | | ||||
Other current liabilities | | | ||||
Total current liabilities |
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Long-term debt, net, including $ | | | ||||
Obligations under tower obligations and finance leases, excluding current portion | | | ||||
Long-term deferred revenue | | | ||||
Deferred income tax liabilities | | | ||||
Preferred stock (note 7) | | | ||||
Other liabilities | | | ||||
Total liabilities |
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Equity | ||||||
Series A common stock, $ | ||||||
Series B common stock, $ | ||||||
Series C common stock, $ | | | ||||
Additional paid-in capital | | | ||||
Accumulated other comprehensive earnings (loss), net of taxes |
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Retained earnings |
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Total stockholders' equity | | | ||||
Non-controlling interests | | | ||||
Total equity |
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Commitments and contingencies (note 9) |
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Total liabilities and equity | $ | |
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See accompanying notes to the condensed consolidated financial statements.
I-3
LIBERTY BROADBAND CORPORATION
Condensed Consolidated Statements of Operations
(unaudited)
Three months ended | Six months ended |
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June 30, | June 30, |
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2024 |
| 2023 |
| 2024 | 2023 |
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amounts in millions, | ||||||||||
except per share amounts | ||||||||||
$ | | | | | ||||||
Operating costs and expenses: | ||||||||||
Operating expense (exclusive of depreciation and amortization shown separately below) | | | |
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Selling, general and administrative, including stock-based compensation (note 8) | | | |
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Depreciation and amortization | | | |
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Operating income (loss) | | | |
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Other income (expense): | ||||||||||
Interest expense (including amortization of deferred loan fees) | ( | ( | ( | ( | ||||||
Share of earnings (losses) of affiliate (note 4) | | | |
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Gain (loss) on dilution of investment in affiliate (note 4) | ( | ( | ( |
| ( | |||||
Realized and unrealized gains (losses) on financial instruments, net (note 3) | ( | | |
| ( | |||||
Other, net | | | |
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Earnings (loss) before income taxes | | | |
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Income tax benefit (expense) | ( | ( | ( |
| ( | |||||
Net earnings (loss) | | | | | ||||||
Less net earnings (loss) attributable to the non-controlling interests | — | — | — | — | ||||||
Net earnings (loss) attributable to Liberty Broadband shareholders | $ | | | |
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Basic net earnings (loss) attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 2) | $ | | | | | |||||
Diluted net earnings (loss) attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 2) | $ | | | | | |||||
See accompanying notes to the condensed consolidated financial statements.
I-4
LIBERTY BROADBAND CORPORATION
Condensed Consolidated Statements of Comprehensive Earnings (Loss)
(unaudited)
Three months ended | Six months ended |
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June 30, | June 30, |
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2024 |
| 2023 |
| 2024 | 2023 |
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amounts in millions |
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Net earnings (loss) |
| $ | | | |
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Other comprehensive earnings (loss), net of taxes: | ||||||||||
Credit risk on fair value debt instruments gains (loss) | | ( | ( |
| | |||||
Other comprehensive earnings (loss), net of taxes | | ( | ( | | ||||||
Comprehensive earnings (loss) | | | |
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Less comprehensive earnings (loss) attributable to the non-controlling interests | — | — | — | — | ||||||
Comprehensive earnings (loss) attributable to Liberty Broadband shareholders | $ | | | |
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See accompanying notes to the condensed consolidated financial statements.
I-5
LIBERTY BROADBAND CORPORATION
Condensed Consolidated Statements of Cash Flows
(unaudited)
Six months ended | ||||||
June 30, |
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2024 | 2023 |
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amounts in millions |
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Cash flows from operating activities: |
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Net earnings (loss) | $ | |
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Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||
Depreciation and amortization |
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Stock-based compensation |
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Share of (earnings) losses of affiliate, net |
| ( |
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(Gain) loss on dilution of investment in affiliate |
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Realized and unrealized (gains) losses on financial instruments, net |
| ( |
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Deferred income tax expense (benefit) |
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Other, net |
| ( |
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Changes in operating assets and liabilities: | ||||||
Current and other assets |
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| ( | ||
Payables and other liabilities |
| ( |
| ( | ||
Net cash provided by (used in) operating activities |
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| ( | ||
Cash flows from investing activities: | ||||||
Capital expenditures | ( | ( | ||||
Grant proceeds received for capital expenditures | | | ||||
Cash received for Charter shares repurchased by Charter | | | ||||
Cash released from escrow related to dispositions |
| — |
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Purchases of investments |
| — |
| ( | ||
Other investing activities, net | ( | | ||||
Net cash provided by (used in) investing activities | ( | ( | ||||
Cash flows from financing activities: | ||||||
Borrowings of debt | | | ||||
Repayments of debt, tower obligations and finance leases | ( | ( | ||||
Repurchases of Liberty Broadband common stock | ( | ( | ||||
Indemnification payment to Qurate Retail | — | ( | ||||
Other financing activities, net |
| ( |
| ( | ||
Net cash provided by (used in) financing activities |
| ( |
| ( | ||
Net increase (decrease) in cash, cash equivalents and restricted cash | ( |
| ( | |||
Cash, cash equivalents and restricted cash, beginning of period | | | ||||
Cash, cash equivalents and restricted cash, end of period | $ | | | |||
I-6
The following table reconciles cash and cash equivalents and restricted cash reported in the accompanying condensed consolidated balance sheets to the total amount presented in the accompanying condensed consolidated statement of cash flows:
June 30, | December 31, | |||||
2024 | 2023 | |||||
amounts in millions | ||||||
Cash and cash equivalents | $ | | | |||
Restricted cash included in other current assets | | | ||||
Restricted cash included in other long-term assets | | | ||||
Total cash and cash equivalents and restricted cash at end of period | $ | | | |||
See accompanying notes to the condensed consolidated financial statements.
I-7
LIBERTY BROADBAND CORPORATION
Condensed Consolidated Statements of Equity
(unaudited)
Accumulated | Noncontrolling | |||||||||||||||||
Additional | other | interest in | ||||||||||||||||
Common stock | paid-in | comprehensive | Retained | equity of | ||||||||||||||
Series A |
| Series B |
| Series C |
| capital | earnings (loss) | earnings | subsidiaries | Total equity | ||||||||
amounts in millions | ||||||||||||||||||
Balance at January 1, 2024 |
| $ | — | — | | |
| |
| | |
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Net earnings (loss) | — | — | — | — |
| — |
| | — |
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Other comprehensive earnings (loss), net of taxes | — | — | — | — | ( | — | — | ( | ||||||||||
Stock-based compensation | — | — | — | | — | — | — | | ||||||||||
Liberty Broadband stock repurchases | — | — | — | ( | — | — | — | ( | ||||||||||
Noncontrolling interest activity at Charter and other | — | — | — | ( | — | — | ( | ( | ||||||||||
Balance at June 30, 2024 | $ | — | — | | |
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Accumulated | Noncontrolling |
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Additional | other | interest in |
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Common stock | paid-in | comprehensive | Retained | equity of |
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Series A |
| Series B |
| Series C |
| capital | earnings | earnings | subsidiaries | Total equity |
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amounts in millions |
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Balance at March 31, 2024 | $ | — | — | | | | | | | |||||||||
Net earnings (loss) | — | — | — | — | — | | — | | ||||||||||
Other comprehensive earnings (loss), net of taxes | — | — | — | — | | — | — | | ||||||||||
Stock-based compensation | — | — | — | | — | — | — | | ||||||||||
Noncontrolling interest activity at Charter and other | — | — | — | ( | — | — | ( | ( | ||||||||||
Balance at June 30, 2024 | $ | — | — | | | | | | | |||||||||
See accompanying notes to the condensed consolidated financial statements.
I-8
LIBERTY BROADBAND CORPORATION
Condensed Consolidated Statements of Equity (continued)
(unaudited)
Accumulated | Noncontrolling | |||||||||||||||||
Additional | other | interest in | ||||||||||||||||
Common stock | paid-in | comprehensive | Retained | equity of | ||||||||||||||
Series A |
| Series B |
| Series C |
| capital | earnings | earnings | subsidiaries | Total equity | ||||||||
amounts in millions | ||||||||||||||||||
Balance at January 1, 2023 | $ | — | — | | | | | | | |||||||||
Net earnings (loss) | — | — | — | — | — | | — | | ||||||||||
Other comprehensive earnings (loss), net of taxes | — | — | — | — | | — | — | | ||||||||||
Stock-based compensation | — | — | — | | — | — | — | | ||||||||||
Liberty Broadband stock repurchases | — | — | — | ( | — | — | — | ( | ||||||||||
Noncontrolling interest activity at Charter and other | — | — | — | ( | — | — | | ( | ||||||||||
Balance at June 30, 2023 | $ | — | — | | | | | | | |||||||||
Accumulated | Noncontrolling |
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Additional | other | interest in |
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Common stock | paid-in | comprehensive | Retained | equity of |
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Series A |
| Series B |
| Series C |
| capital | earnings (loss) | earnings | subsidiaries | Total equity |
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amounts in millions |
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Balance at March 31, 2023 |
| $ | — | — | | | | | | | ||||||||
Net earnings (loss) |
| — | — | — | — | — | | — | | |||||||||
Other comprehensive earnings (loss), net of taxes | — | — | — | — | ( | — | — | ( | ||||||||||
Stock-based compensation | — | — | — | | — | — | — | | ||||||||||
Noncontrolling interest activity at Charter and other | — | — | — | ( | — | — | | ( | ||||||||||
Balance at June 30, 2023 | $ | — | — | | | | | | | |||||||||
See accompanying notes to the condensed consolidated financial statements.
I-9
LIBERTY BROADBAND CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
(1) Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts of Liberty Broadband Corporation and its controlled subsidiaries (collectively, "Liberty Broadband," the "Company," “us,” “we,” or “our” unless the context otherwise requires). Liberty Broadband Corporation is primarily comprised of GCI Holdings, LLC (“GCI Holdings” or “GCI”), a wholly owned subsidiary, and an equity method investment in Charter Communications, Inc. (“Charter”).
On December 18, 2020, GCI Liberty, Inc. (“GCI Liberty”) was merged with Liberty Broadband (the “Combination”) and Liberty Broadband acquired GCI Holdings.
The accompanying (a) condensed consolidated balance sheet as of December 31, 2023, which has been derived from audited financial statements, and (b) interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. Additionally, certain prior period amounts have been reclassified for comparability with current period presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in Liberty Broadband's Annual Report on Form 10-K for the year ended December 31, 2023. All significant intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i) the application of the equity method of accounting for its affiliate, (ii) non-recurring fair value measurements of non-financial instruments and (iii) accounting for income taxes to be its most significant estimates.
Through a number of prior years’ transactions, including the Combination, Liberty Broadband has acquired an interest in Charter. The investment in Charter is accounted for using the equity method. Liberty Broadband does not control the decision making process or business management practices of this affiliate. Accordingly, Liberty Broadband relies on the management of this affiliate to provide it with accurate financial information prepared in accordance with GAAP that the Company uses in the application of the equity method. In addition, Liberty Broadband relies on audit reports that are provided by the affiliate's independent auditor on the financial statements of such affiliate. The Company is not aware, however, of any errors in or possible misstatements of the financial information provided by its equity affiliate that would have a material effect on Liberty Broadband's condensed consolidated financial statements.
As described in note 4, we are participating in Charter’s share buyback program in order to maintain our fully diluted ownership percentage of
During the six months ended June 30, 2024, we repurchased an aggregate of
I-10
LIBERTY BROADBAND CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
Exchange Agreement with Chairman
On June 13, 2022, Liberty Broadband entered into an Exchange Agreement with its Chairman of the board of directors, John C. Malone, and a revocable trust of which Mr. Malone is the sole trustee and beneficiary (the “JM Trust”) (the “Exchange Agreement”). Under the Exchange Agreement, the JM Trust has exchanged
Spin-Off Arrangements
During May 2014, the board of directors of Liberty Media Corporation and its subsidiaries (“Liberty”) authorized management to pursue a plan to spin-off to its stockholders common stock of a wholly owned subsidiary, Liberty Broadband, and to distribute subscription rights to acquire shares of Liberty Broadband’s common stock (the “Broadband Spin-Off”). In connection with the Broadband Spin-Off, Liberty and Liberty Broadband entered into certain agreements in order to govern certain of the ongoing relationships between the two companies and to provide for an orderly transition, including a services agreement and a facilities sharing agreement. Additionally, in connection with a prior transaction, GCI Liberty and Qurate Retail, Inc. (“Qurate Retail”) entered into a tax sharing agreement, which was assumed by Liberty Broadband as a result of the Combination. The tax sharing agreement provides for the allocation and indemnification of tax liabilities and benefits between Qurate Retail and Liberty Broadband and other agreements related to tax matters. Under the facilities sharing agreement, Liberty Broadband shares office space with Liberty and related amenities at Liberty’s corporate headquarters.
Pursuant to the services agreement, Liberty provides Liberty Broadband with general and administrative services including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. Liberty Broadband reimburses Liberty for direct, out-of-pocket expenses incurred by Liberty in providing these services which are negotiated semi-annually, as necessary. Pursuant to the services agreement, in connection with Liberty’s employment arrangement with Gregory B. Maffei, the Company’s President and Chief Executive Officer, components of Mr. Maffei’s compensation are either paid directly to him or reimbursed to Liberty, based on allocations set forth in the services agreement, currently set at
Under these various agreements, amounts reimbursable to Liberty were approximately $
(2) Earnings Attributable to Liberty Broadband Stockholders Per Common Share
Basic earnings (loss) per common share (“EPS”) is computed by dividing net earnings (loss) attributable to Liberty Broadband shareholders by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Excluded from diluted EPS for the three months ended June 30, 2024 and 2023 are
I-11
LIBERTY BROADBAND CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
EPS for the six months ended June 30, 2024 and 2023 are
Liberty Broadband Common Stock | |||||||||
Three months | Three months | Six months | Six months |
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ended | ended | ended | ended | ||||||
| June 30, 2024 |
| June 30, 2023 |
| June 30, 2024 |
| June 30, 2023 |
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(numbers of shares in millions) | |||||||||
Basic WASO |
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Potentially dilutive shares (1) |
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Diluted WASO |
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(1) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive.
(3) Assets and Liabilities Measured at Fair Value
For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company does not have any recurring assets or liabilities measured at fair value that would be considered Level 3.
The Company’s assets and liabilities measured at fair value are as follows:
June 30, 2024 | December 31, 2023 |
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Quoted prices | Significant | Quoted prices | Significant |
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in active | other | in active | other |
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markets for | observable | markets for | observable |
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identical assets | inputs | identical assets | inputs |
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Description | Total | (Level 1) | (Level 2) | Total | (Level 1) | (Level 2) |
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amounts in millions |
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Cash equivalents | $ | | | — | | | — | |||||||
Exchangeable senior debentures | $ | | — | | | — | | |||||||
The Company’s exchangeable senior debentures are debt instruments with quoted market value prices that are not considered to be traded on “active markets”, as defined in GAAP, and are reported in the foregoing table as Level 2 fair value.
Other Financial Instruments
Other financial instruments not measured at fair value on a recurring basis include trade receivables, trade payables, accrued and other current liabilities, equity securities, current portion of debt (with the exception of the
I-12
LIBERTY BROADBAND CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
sheets. The carrying value of the Margin Loan Facility, the Senior Credit Facility and the Wells Fargo Note Payable (each as defined in note 6) all bear interest at a variable rate and therefore are also considered to approximate fair value.
Realized and Unrealized Gains (Losses) on Financial Instruments
Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the following:
Three months ended | Six months ended |
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June 30, | June 30, |
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2024 | 2023 | 2024 | 2023 |
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amounts in millions |
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Exchangeable senior debentures (1) | $ | ( | | | ( | |||||
Other | — | | — | | ||||||
$ | ( | | |
| ( | |||||
| (1) | The Company has elected to account for its exchangeable senior debentures using the fair value option. Changes in the fair value of the exchangeable senior debentures recognized in the condensed consolidated statements of operations are primarily due to market factors driven by changes in the fair value of the underlying shares into which the debt is exchangeable. The Company isolates the portion of the unrealized gain (loss) attributable to the change in the instrument specific credit risk and recognizes such amount in other comprehensive income. The change in the fair value of the exchangeable senior debentures attributable to changes in the instrument specific credit risk before tax was a gain of $ |
(4) Investment in Charter Accounted for Using the Equity Method
Through a number of prior years’ transactions and the Combination, Liberty Broadband has acquired an interest in Charter. The investment in Charter is accounted for as an equity method affiliate based on our voting and ownership interest and the board seats held by individuals designated by Liberty Broadband. As of June 30, 2024, the carrying and market value of Liberty Broadband’s ownership in Charter was approximately $
Upon the closing of the Time Warner Cable, LLC merger, the Second Amended and Restated Stockholders Agreement, dated as of May 23, 2015, by and among Charter, Liberty Broadband and Advance/Newhouse Partnership, as amended (the “Stockholders Agreement”), became fully effective. Pursuant to the Stockholders Agreement, Liberty Broadband’s equity ownership in Charter (on a fully diluted basis) is capped at the greater of
I-13
LIBERTY BROADBAND CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
In February 2021, Liberty Broadband was notified that its ownership interest, on a fully diluted basis, had exceeded the Equity Cap set forth in the Stockholders Agreement. On February 23, 2021, Charter and Liberty Broadband entered into a letter agreement in order to implement, facilitate and satisfy the terms of the Stockholders Agreement with respect to the Equity Cap. Pursuant to this letter agreement, following any month during which Charter purchases, redeems or buys back shares of its Class A common stock, and prior to certain meetings of Charter’s stockholders, Liberty Broadband will be obligated to sell to Charter, and Charter will be obligated to purchase, such number of shares of Class A common stock as is necessary (if any) to reduce Liberty Broadband’s percentage equity interest, on a fully diluted basis, to the Equity Cap (such transaction, a “Charter Repurchase”). The per share sale price for each share of Charter will be equal to the volume weighted average price paid by Charter in its repurchases, redemptions and buybacks of its common stock (subject to certain exceptions) during the month prior to the Charter Repurchase (or, if applicable, during the relevant period prior to the relevant meeting of Charter stockholders). Under the terms of the letter agreement, Liberty Broadband sold
Investment in Charter
The excess basis in our investment in Charter is allocated within memo accounts used for equity method accounting purposes as follows (amounts in millions):
June 30, | December 31, | |||||
2024 | 2023 | |||||