Liberty Broadband Corporation (“Liberty Broadband”) (Nasdaq:
LBRDA, LBRDK, LBRDP) today reported second quarter 2023
results.
Headlines include(1):
- Fair value of Charter investment was $17.3 billion as of June
30th
- Liberty Broadband did not sell Charter shares to Charter from
May 1st through July 31st as its fully diluted equity interest in
Charter remained below 26%(2)
- Liberty Broadband received a $25 million dividend from GCI
subsequent to quarter-end on July 5th; $65 million received
year-to-date
- In the second quarter, GCI(3) increased revenue 3% to $245
million, generated $32 million in operating income and grew
Adjusted OIBDA(4) 2% to $92 million
Share Repurchases
There were no repurchases of Liberty Broadband’s common stock
(Nasdaq: LBRDA, LBRDK) from May 1, 2023 through July 31, 2023. The
total remaining repurchase authorization for Liberty Broadband as
of August 1, 2023 is approximately $2.0 billion.
Charter Ownership
Under the terms of Liberty Broadband and Charter’s stockholder
agreement, Liberty Broadband has sold and will continue to sell to
Charter a number of shares of Class A common stock as is necessary
to maintain Liberty Broadband’s percentage equity interest at 26%
on a fully diluted basis. Such sales are executed by Liberty
Broadband monthly based on Charter’s repurchase activity in the
month prior.
From May 1, 2023 through July 31, 2023, Liberty Broadband did
not sell any Charter shares to Charter as its fully diluted equity
interest in Charter for the period was below 26%.
Balance Sheet
The following presentation is provided to separately identify
cash and liquid investments, debt and public holdings of Liberty
Broadband as of March 31, 2023 and June 30, 2023.
(amounts in millions)
3/31/2023
6/30/2023
Cash and Cash Equivalents:
GCI Holdings
$
59
$
60
Corporate and Other
110
21
Total Liberty Broadband Consolidated
Cash
$
169
$
81
Fair Value of Public Holdings in
Charter(a)
$
16,843
$
17,303
Debt:
Senior Notes(b)
$
600
$
600
Senior Credit Facility
396
396
Tower Obligations and Other(c)
93
92
Total GCI Holdings Debt
$
1,089
$
1,088
GCI Leverage(d)
2.9x
3.0x
Charter Margin Loan
$
1,400
$
1,475
3.125% Exchangeable Senior Debentures due
2053(e)
1,265
1,265
1.25% Exchangeable Senior Debentures due
2050(e)
2
2
Total Corporate Level Debt
$
2,667
$
2,742
Total Liberty Broadband Debt
$
3,756
$
3,830
Fair market value adjustment and deferred
loan costs
11
(9
)
Tower obligations and finance leases
(excluded from GAAP Debt)
(88
)
(87
)
Total Liberty Broadband Debt
(GAAP)
$
3,679
$
3,734
Other Financial Obligations:
Indemnification Obligation(f)
$
29
$
10
Preferred Stock(g)
180
180
____________________
a)
Represents fair value of the
investment in Charter as of March 31, 2023 and June 30, 2023. A
portion of the Charter equity securities are considered covered
shares and subject to certain contractual restrictions in
accordance with the indemnification obligation, as described
below.
b)
Principal amount of Senior
Notes.
c)
Includes the Wells Fargo Note
Payable and current and long-term obligations under tower
obligations and finance leases.
d)
As defined in GCI's credit
agreement.
e)
Principal amount of Senior
Exchangeable Debentures exclusive of fair market value
adjustments.
f)
Indemnity to Qurate Retail, Inc.
(“Qurate Retail”), pursuant to an indemnification agreement (the
"indemnification agreement"), with respect to the Liberty
Interactive LLC ("LI LLC") 1.75% exchangeable debentures due 2046
(the "LI LLC Charter exchangeable debentures"), as described below.
LI LLC is a wholly owned subsidiary of Qurate Retail.
g)
Liquidation value of preferred
stock. Preferred stock has a 7% coupon, $25/share liquidation
preference plus accrued and unpaid dividends and 1/3 vote per
share. The redemption date is the first business day following
March 8, 2039. The preferred stock is considered a liability for
GAAP purposes.
Liberty Broadband cash decreased $88 million in the second
quarter primarily due to litigation settlements, the purchase of
investments and taxes paid during the period. GCI cash remained
flat in the second quarter as cash from operations was offset by
capital expenditures and the RHC program litigation settlement.
Liberty Broadband debt increased $74 million in the second
quarter due to additional borrowing under the Charter margin loan.
There is $825 million of available capacity under the Charter
margin loan. On May 17, 2023, Liberty Broadband entered into an
amended Charter margin loan with an extended maturity date of May
2026 and a 1.875% spread to SOFR, among other modifications. GCI’s
credit facility has undrawn capacity of $397 million (net of
letters of credit), and GCI’s leverage as defined in its credit
agreement is 3.0x.
Liberty Broadband has an indemnification agreement with Qurate
Retail with respect to the LI LLC Charter exchangeable debentures.
Pursuant to the indemnification agreement, Liberty Broadband will
be required to indemnify LI LLC for any payments made to a holder
of such debentures that exercises its exchange right on or before
the put/call date of October 5, 2023 in excess of the sum of the
adjusted principal amount of such debentures plus certain estimated
tax benefits to Qurate Retail, if any, resulting from the exchange.
This indemnity is supported by a negative pledge in favor of Qurate
Retail on the reference shares of Class A common stock of Charter
held at Liberty Broadband that underlie the LI LLC Charter
exchangeable debentures. The indemnification obligation on Liberty
Broadband’s balance sheet is valued based on the estimated exchange
feature in the LI LLC Charter exchangeable debentures. As of June
30, 2023, holders of the LI LLC Charter exchangeable debentures
have the ability to exchange their debentures, and accordingly, the
indemnification obligation is classified as a current liability.
During the three months ended June 30, 2023, indemnification
payments of $1 million were made by Liberty Broadband to Qurate
Retail in connection with exchanges of $94 million principal amount
of the LI LLC Charter exchangeable debentures that settled in the
quarter.
GCI Operating and
Financial Results
2Q22
2Q23
% Change
(amounts in millions, except operating
metrics)
GCI Consolidated Financial
Metrics
Revenue
Consumer
$
117
$
117
—
%
Business
121
128
6
%
Total revenue
$
238
$
245
3
%
Operating income
$
10
$
32
220
%
Operating income margin (%)
4.2
%
13.1
%
890
bps
Adjusted OIBDA(a)
$
90
$
92
2
%
Adjusted OIBDA margin(a) (%)
37.8
%
37.6
%
(20
) bps
GCI Consumer
Financial Metrics
Revenue
Data
$
57
$
59
4
%
Wireless
47
48
2
%
Other
13
10
(23
)%
Total revenue
$
117
$
117
—
%
Operating Metrics
Data:
Cable modem subscribers(b)
154,500
159,600
3
%
Wireless:
Lines in service(c)
194,000
201,100
4
%
GCI Business
Financial Metrics
Revenue
Data
$
97
$
106
9
%
Wireless
13
13
—
%
Other
11
9
(18
)%
Total revenue
$
121
$
128
6
%
____________________
a)
See reconciling schedule 1.
b)
A cable modem subscriber is
defined by the purchase of cable modem service regardless of the
level of service purchased. If one entity purchases multiple cable
modem service access points, each access point is counted as a
subscriber. Data cable modem subscribers as of June 30, 2023
include 1,100 subscribers that were reclassified from GCI Business
to GCI Consumer subscribers in the first quarter of 2023 and are
not new additions.
c)
A wireless line in service is
defined as a wireless device with a monthly fee for services.
Wireless lines in service as of June 30, 2023 include 1,400 lines
that were reclassified from GCI Business to GCI Consumer lines in
the first quarter of 2023 and are not new additions.
Unless otherwise noted, the following discussion compares
financial information for the three months ended June 30, 2023 to
the same period in 2022.
GCI revenue was up 3% in the second quarter. Consumer revenue
was flat driven by continued strength in demand for consumer data
and wireless, offset by declines in voice and video revenue.
Business revenue was up 6% with significant growth in data revenue
primarily driven by sales to rural health care and schools due to
service upgrades as well as new customer growth.
Operating income increased by $22 million in the second quarter
primarily due to lapping the $10 million litigation settlement
accrual in the prior year period as well as lower depreciation
expense as certain assets were fully depreciated in 2022. Adjusted
OIBDA grew 2% due to the growth in business data revenue, partially
offset by cost inflation.
In the second quarter, GCI spent $41 million on net capital
expenditures. Capital expenditure spending was related primarily to
improvements to the wireless and hybrid fiber coax networks. GCI's
net capital expenditures for the full year 2023 are expected to be
approximately $185 million related to increased investment in
middle mile and last mile data connectivity, including network
expansion in rural Alaska.
FOOTNOTES
1)
Liberty Broadband will discuss
these highlights and other matters on Liberty Broadband's earnings
conference call that will begin at 11:15 a.m. (E.T.) on August 4,
2023. For information regarding how to access the call, please see
“Important Notice” later in this document.
2)
Calculated pursuant to the
stockholder agreement between Liberty Broadband and Charter
Communications, Inc. ("Charter").
3)
Liberty Broadband’s principal
operating asset is GCI Holdings, LLC (“GCI” or “GCI Holdings”),
Alaska's largest communications provider. Liberty Broadband also
holds an interest in Charter.
4)
For a definition of Adjusted
OIBDA and Adjusted OIBDA margin and applicable reconciliations, see
the accompanying schedules.
NOTES
LIBERTY BROADBAND
FINANCIAL METRICS
(amounts in millions)
2Q22
2Q23
Revenue
GCI Holdings
$
238
$
245
Corporate and other(a)
1
—
Total Liberty Broadband Revenue
$
239
$
245
Operating Income (Loss)
GCI Holdings
$
10
$
32
Corporate and other(a)
(11
)
(9
)
Total Liberty Broadband Operating
Income (Loss)
$
(1
)
$
23
Adjusted OIBDA
GCI Holdings
$
90
$
92
Corporate and other(a)
(7
)
(5
)
Total Liberty Broadband Adjusted
OIBDA
$
83
$
87
____________________
a)
Corporate and other included
Skyhook Holdings, Inc. until its sale on May 2, 2022.
Important Notice: Liberty Broadband (Nasdaq: LBRDA,
LBRDK, LBRDP) will discuss Liberty Broadband’s earnings release on
a conference call which will begin at 11:15 a.m. (E.T.) on August
4, 2023. The call can be accessed by dialing (877) 407-3944 or
(412) 902-0038, passcode 13736991, at least 10 minutes prior to the
start time. The call will also be broadcast live across the
Internet and archived on our website. To access the webcast go to
https://www.libertybroadband.com/investors/news-events/ir-calendar.
Links to this press release and replays of the call will also be
available on Liberty Broadband’s website.
This press release includes certain forward-looking statements
under the Private Securities Litigation Reform Act of 1995,
including statements about business strategies, market potential,
future financial prospects, capital expenditures, matters relating
to Liberty Broadband’s equity interest in Charter and Charter’s
buyback of common stock, Liberty Broadband’s participation in
Charter’s buyback of common stock, indemnification by Liberty
Broadband, the continuation of our stock repurchase program and
other matters that are not historical facts. These forward-looking
statements involve many risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
by such statements, including, without limitation, possible changes
in market acceptance of new products or services, competitive
issues, regulatory matters affecting our businesses, continued
access to capital on terms acceptable to Liberty Broadband, changes
in law and government regulations, the availability of investment
opportunities, general market conditions (including as a result of
inflationary pressures) and market conditions conducive to stock
repurchases. These forward-looking statements speak only as of the
date of this press release, and Liberty Broadband expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statement contained herein to
reflect any change in Liberty Broadband's expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based. Please refer to the publicly
filed documents of Liberty Broadband, including the most recent
Forms 10-K and 10-Q, for additional information about Liberty
Broadband and about the risks and uncertainties related to Liberty
Broadband which may affect the statements made in this press
release.
NON-GAAP FINANCIAL MEASURES
To provide investors with additional information regarding our
financial results, this press release includes a presentation of
Adjusted OIBDA, which is a non-GAAP financial measure, for Liberty
Broadband (and certain of its subsidiaries) and GCI Holdings
together with a reconciliation to that entity or such businesses’
operating income, as determined under GAAP. Liberty Broadband
defines Adjusted OIBDA as operating income (loss) plus depreciation
and amortization, stock-based compensation, transaction costs,
separately reported litigation settlements, restructuring and
impairment charges. Further, this press release includes Adjusted
OIBDA margin which is also a non-GAAP financial measure. Liberty
Broadband defines Adjusted OIBDA margin as Adjusted OIBDA divided
by revenue.
Liberty Broadband believes Adjusted OIBDA is an important
indicator of the operational strength and performance of its
businesses by identifying those items that are not directly a
reflection of each business' performance or indicative of ongoing
business trends. In addition, this measure allows management to
view operating results and perform analytical comparisons and
benchmarking between businesses and identify strategies to improve
performance. Because Adjusted OIBDA is used as a measure of
operating performance, Liberty Broadband views operating income as
the most directly comparable GAAP measure. Adjusted OIBDA is not
meant to replace or supersede operating income or any other GAAP
measure, but rather to supplement such GAAP measures in order to
present investors with the same information that Liberty
Broadband’s management considers in assessing the results of
operations and performance of its assets. Please see the tables
below for applicable reconciliations.
SCHEDULE 1
The following table provides a reconciliation of GCI’s operating
income to its Adjusted OIBDA for the three months ended June 30,
2022 and June 30, 2023.
GCI HOLDINGS
ADJUSTED OIBDA RECONCILIATION
(amounts in millions)
2Q22
2Q23
GCI Holdings Operating Income
$
10
$
32
Depreciation and amortization
66
56
Stock-based compensation
4
4
Litigation settlement(a)
10
—
GCI Holdings Adjusted OIBDA
$
90
$
92
____________________
a)
GCI recorded a $10 million
settlement expense in June 2022 related to legal proceedings with
the DOJ on Rural Healthcare matters that commenced in 2019. The
legal proceedings were finalized and settlement payments were made
in the second quarter of 2023.
SCHEDULE 2
The following table provides a reconciliation of operating
income (loss) calculated in accordance with GAAP to Adjusted OIBDA
for Liberty Broadband for the three months ended June 30, 2022 and
June 30, 2023.
LIBERTY BROADBAND
ADJUSTED OIBDA RECONCILIATION
(amounts in millions)
2Q22
2Q23
Liberty Broadband Operating Income
(Loss)
$
(1
)
$
23
Depreciation and amortization
65
56
Stock-based compensation
9
8
Litigation settlement(a)
10
—
Liberty Broadband Adjusted OIBDA
(Loss)
$
83
$
87
GCI Holdings
$
90
$
92
Corporate and other
(7
)
(5
)
____________________
a)
GCI recorded a $10 million
settlement expense in June 2022 related to legal proceedings with
the DOJ on Rural Healthcare matters that commenced in 2019. The
legal proceedings were finalized and settlement payments were made
in the second quarter of 2023.
LIBERTY BROADBAND
CORPORATION
CONDENSED CONSOLIDATED BALANCE
SHEET INFORMATION
(unaudited)
June 30,
December 31,
2023
2022
amounts in millions,
except share amounts
Assets
Current assets:
Cash and cash equivalents
$
81
375
Trade and other receivables, net of
allowance for credit losses of $5 and $4, respectively
183
201
Prepaid and other current assets
129
84
Total current assets
393
660
Investment in Charter, accounted for using
the equity method
11,916
11,433
Property and equipment, net
1,013
1,011
Intangible assets not subject to
amortization
Goodwill
755
755
Cable certificates
550
550
Other
37
37
Intangible assets subject to amortization,
net
492
516
Other assets, net
253
180
Total assets
$
15,409
15,142
Liabilities and Equity
Current liabilities:
Accounts payable and accrued
liabilities
$
92
92
Deferred revenue
24
20
Current portion of debt, including $2 and
$1,373 measured at fair value, respectively
5
1,376
Indemnification obligation
10
50
Other current liabilities
63
137
Total current liabilities
194
1,675
Long-term debt, net, including $1,233 and
zero measured at fair value, respectively
3,729
2,425
Obligations under tower obligations and
finance leases, excluding current portion
84
86
Long-term deferred revenue
63
63
Deferred income tax liabilities
2,146
2,040
Preferred stock
202
202
Other liabilities
152
150
Total liabilities
6,570
6,641
Equity
Series A common stock, $.01 par value.
Authorized 500,000,000 shares; issued and outstanding 18,230,229
and 18,528,468 at June 30, 2023 and December 31, 2022,
respectively
—
—
Series B common stock, $.01 par value.
Authorized 18,750,000 shares; issued and outstanding 2,028,632 and
2,106,636 at June 30, 2023 and December 31, 2022, respectively
—
—
Series C common stock, $.01 par value.
Authorized 500,000,000 shares; issued and outstanding 125,954,241
and 125,962,296 at June 30, 2023 and December 31, 2022,
respectively
1
1
Additional paid-in capital
3,286
3,318
Accumulated other comprehensive earnings
(loss), net of taxes
56
9
Retained earnings
5,476
5,155
Total stockholders' equity
8,819
8,483
Non-controlling interests
20
18
Total equity
8,839
8,501
Commitments and contingencies
Total liabilities and equity
$
15,409
15,142
LIBERTY BROADBAND
CORPORATION
CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS INFORMATION
(unaudited)
Three months ended
June 30,
2023
2022
amounts in millions, except
per share amounts
Revenue
$
245
239
Operating costs and expenses:
Operating expense (exclusive of
depreciation and amortization shown separately below)
59
60
Selling, general and administrative,
including stock-based compensation
107
105
Depreciation and amortization
56
65
Litigation settlement
—
10
222
240
Operating income (loss)
23
(1
)
Other income (expense):
Interest expense (including amortization
of deferred loan fees)
(52
)
(30
)
Share of earnings (losses) of
affiliate
318
386
Gain (loss) on dilution of investment in
affiliate
(5
)
(11
)
Realized and unrealized gains (losses) on
financial instruments, net
40
77
Gain (loss) on dispositions, net
—
179
Other, net
2
(18
)
Earnings (loss) before income taxes
326
582
Income tax benefit (expense)
(74
)
(117
)
Net earnings (loss)
252
465
Less net earnings (loss) attributable to
the non-controlling interests
—
—
Net earnings (loss) attributable to
Liberty Broadband shareholders
$
252
465
Basic net earnings (loss) attributable to
Series A, Series B and Series C Liberty Broadband shareholders per
common share
$
1.73
2.89
Diluted net earnings (loss) attributable
to Series A, Series B and Series C Liberty Broadband shareholders
per common share
$
1.71
2.87
LIBERTY BROADBAND
CORPORATION
CONDENSED CONSOLIDATED
STATEMENT OF CASH FLOWS INFORMATION
(unaudited)
Six months ended
June 30,
2023
2022
amounts in millions
Cash flows from operating activities:
Net earnings (loss)
$
321
764
Adjustments to reconcile net earnings
(loss) to net cash from operating activities:
Depreciation and amortization
114
129
Stock-based compensation
16
18
Litigation settlement
—
10
Share of (earnings) losses of affiliate,
net
(566
)
(689
)
(Gain) loss on dilution of investment in
affiliate
32
67
Realized and unrealized (gains) losses on
financial instruments, net
74
(214
)
Deferred income tax expense (benefit)
95
1
(Gain) loss on dispositions, net
—
(179
)
Other, net
(2
)
(3
)
Change in operating assets and
liabilities:
Current and other assets
(40
)
113
Payables and other liabilities
(99
)
1
Net cash provided by (used in) operating
activities
(55
)
18
Cash flows from investing activities:
Capital expenditures
(97
)
(78
)
Grant proceeds received for capital
expenditures
2
—
Cash received for Charter shares
repurchased by Charter
42
1,806
Cash proceeds from dispositions, net
—
163
Cash released from escrow related to
dispositions
23
—
Purchases of investments
(53
)
—
Other investing activities, net
2
4
Net cash provided by (used in) investing
activities
(81
)
1,895
Cash flows from financing activities:
Borrowings of debt
1,451
300
Repayments of debt, tower obligations and
finance leases
(1,545
)
(203
)
Repurchases of Liberty Broadband common
stock
(40
)
(1,890
)
Indemnification payment to Qurate
Retail
(25
)
—
Other financing activities, net
(2
)
(3
)
Net cash provided by (used in) financing
activities
(161
)
(1,796
)
Net increase (decrease) in cash, cash
equivalents and restricted cash
(297
)
117
Cash, cash equivalents and restricted
cash, beginning of period
400
206
Cash, cash equivalents and restricted
cash, end of period
$
103
323
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Liberty Broadband Corporation Shane Kleinstein,
720-875-5432
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