Liberty Broadband Corporation (“Liberty Broadband”) (Nasdaq:
LBRDA, LBRDK, LBRDP) today reported third quarter 2023 results.
Headlines include(1):
- Fair value of Charter investment was $20.7 billion as of
September 30th
- Resumed Charter share sales to Charter in October. From October
1, 2023 through October 31, 2023, Liberty Broadband received $48
million of proceeds from the sale of 111 thousand Charter shares to
Charter
- Maintained fully diluted equity interest in Charter of
26%(2)
- From October 1, 2023 through October 31, 2023, Liberty
Broadband repurchased 149 thousand LBRDK shares at an average price
per share of $88.18 for total cash consideration of $13.1
million
- In the third quarter, GCI(3) revenue decreased 3% to $240
million, generated $30 million in operating income and Adjusted
OIBDA(4) decreased 1% to $89 million
Share Repurchases
Liberty Broadband resumed share repurchases in October 2023.
From October 1, 2023 through October 31, 2023, Liberty Broadband
repurchased 149 thousand shares of Series C Liberty Broadband
common stock (Nasdaq: LBRDK) at an average cost per share of $88.18
for total cash consideration of $13.1 million. The total remaining
repurchase authorization for Liberty Broadband as of November 1,
2023 is approximately $1.9 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 Charter Class A common stock as is
necessary to maintain Liberty Broadband’s percentage equity
interest at 26% on a fully diluted basis. Share sales resumed in
October 2023, and such sales are executed by Liberty Broadband
monthly based on Charter’s repurchase activity in the month
prior.
From October 1, 2023 through October 31, 2023, Liberty Broadband
sold 111 thousand shares of Charter Class A common stock to Charter
for total proceeds of $48 million.
Balance Sheet
The following presentation is provided to separately identify
cash and liquid investments, debt and public holdings of Liberty
Broadband as of June 30, 2023 and September 30, 2023.
(amounts in millions)
6/30/2023
9/30/2023
Cash and Cash Equivalents:
GCI Holdings
$
60
$
38
Corporate and Other
21
50
Total Liberty Broadband Consolidated
Cash
$
81
$
88
Fair Value of Public Holdings in
Charter(a)
$
17,303
$
20,715
Debt:
Senior Notes(b)
$
600
$
600
Senior Credit Facility
396
395
Tower Obligations and Other(c)
92
92
Total GCI Holdings Debt
$
1,088
$
1,087
GCI Leverage(d)
3.0x
3.0x
Charter Margin Loan
$
1,475
$
1,525
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
$
2,742
$
2,792
Total Liberty Broadband Debt
$
3,830
$
3,879
Fair market value adjustment and deferred
loan costs
(9
)
73
Tower obligations and finance leases
(excluded from GAAP Debt)
(87
)
(87
)
Total Liberty Broadband Debt
(GAAP)
$
3,734
$
3,865
Other Financial Obligations:
Indemnification Obligation(f)
$
10
$
21
Preferred Stock(g)
180
180
a)
Represents fair value of the investment in
Charter as of June 30, 2023 and September 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 Exchangeable Senior
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 per 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 increased $7 million in the third quarter
primarily due to net borrowing of debt, partially offset by capital
expenditures at GCI. GCI cash decreased $22 million in the third
quarter as cash from operations was more than offset by a $25
million dividend paid to Liberty Broadband and the aforementioned
capital expenditures.
Liberty Broadband debt increased $49 million in the third
quarter due to additional borrowing under the Charter margin loan.
There is $775 million of available capacity under the Charter
margin loan. 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 this indemnification agreement, Liberty Broadband has
agreed to indemnify LI LLC for any payments made to a holder of
such debentures that exercised 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
September 30, 2023, holders of the LI LLC Charter exchangeable
debentures had the ability to exchange their debentures, and
accordingly, the indemnification obligation is classified as a
current liability. During the three months ended September 30,
2023, indemnification payments were made by Liberty Broadband to
Qurate Retail in connection with exchanges of $2 million principal
amount of the LI LLC Charter exchangeable debentures that settled
in the quarter. Subsequent to September 30, 2023, all remaining LI
LLC Charter exchangeable debentures were retired or exchanged.
GCI Operating and Financial
Results
3Q22
3Q23
% Change
(amounts in millions, except operating
metrics)
GCI Consolidated Financial
Metrics
Revenue
Consumer
$
120
$
114
(5
)%
Business
128
126
(2
)%
Total revenue
$
248
$
240
(3
)%
Operating income(a)
$
1
$
30
NM
Operating income margin(a) (%)
0.4
%
12.5
%
NM
Adjusted OIBDA(b)
$
90
$
89
(1
)%
Adjusted OIBDA margin(b) (%)
36.3
%
37.1
%
80
bps
GCI Consumer
Financial Metrics
Revenue
Data
$
57
$
57
—
%
Wireless
49
47
(4
)%
Other
14
10
(29
)%
Total revenue
$
120
$
114
(5
)%
Operating Metrics
Data:
Cable modem subscribers(c)
156,100
159,300
2
%
Wireless:
Lines in service(d)
195,100
200,300
3
%
GCI Business
Financial Metrics
Revenue
Data
$
104
$
105
1
%
Wireless
14
12
(14
)%
Other
10
9
(10
)%
Total revenue
$
128
$
126
(2
)%
a)
Includes a $19 million legal settlement
accrual recognized in the three months ended September 30, 2022 to
reflect discussions and settlement offers that GCI made to the DOJ
and Enforcement Bureau of the FCC. The legal proceedings were
finalized and settlement payments were made in the second quarter
of 2023.
b)
See reconciling schedule 1.
c)
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 September 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.
d)
A wireless line in service is defined as a
wireless device with a monthly fee for services. Wireless lines in
service as of September 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 September 30, 2023
to the same period in 2022.
GCI revenue decreased 3% in the third quarter. Consumer revenue
was down 5% driven by declines in the lower-margin video and voice
products included in other consumer revenue. Business revenue was
down 2% as strength in data was offset by declines in other and
wireless revenue. Additionally, both consumer and business revenue
were impacted by undersea fiber leased from a competitor on the
North Slope that was severed by ice and out of service for three
months. The fiber break has since been repaired.
Operating income increased by $29 million in the third quarter
primarily due to the $19 million litigation settlement accrual
incurred in the prior-year period as well as lower depreciation
expense as certain assets became fully depreciated in 2022.
Adjusted OIBDA declined 1% in line with revenue, partially offset
by reduced consumer video costs and lower labor related
expenses.
In the third quarter, GCI spent $48 million on net capital
expenditures. Capital expenditure spending was primarily related to
improvements to the wireless and hybrid fiber coax networks. GCI's
net capital expenditures for 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 November 3,
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)
3Q22
3Q23
Revenue
GCI Holdings
$
248
$
240
Corporate and other
—
—
Total Liberty Broadband Revenue
$
248
$
240
Operating Income (Loss)
GCI Holdings
$
1
$
30
Corporate and other
(13
)
(9
)
Total Liberty Broadband Operating
Income (Loss)
$
(12
)
$
21
Adjusted OIBDA
GCI Holdings
$
90
$
89
Corporate and other
(7
)
(4
)
Total Liberty Broadband Adjusted
OIBDA
$
83
$
85
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 November
3, 2023. The call can be accessed by dialing (877) 407-3944 or
(412) 902-0038, passcode 13736992, 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 September
30, 2022 and September 30, 2023.
GCI HOLDINGS ADJUSTED OIBDA
RECONCILIATION
(amounts in millions)
3Q22
3Q23
GCI Holdings Operating Income
$
1
$
30
Depreciation and amortization
66
55
Stock-based compensation
4
4
Litigation settlement(a)
19
—
GCI Holdings Adjusted OIBDA
$
90
$
89
a)
During the three months ended September
30, 2022, GCI recorded legal settlement expense of $19 million to
reflect discussions and settlement offers that GCI made to the DOJ
and Enforcement Bureau of the FCC. 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 September 30, 2022
and September 30, 2023.
LIBERTY BROADBAND ADJUSTED OIBDA
RECONCILIATION
(amounts in millions)
3Q22
3Q23
Liberty Broadband Operating Income
(Loss)
$
(12
)
$
21
Depreciation and amortization
66
55
Stock-based compensation
10
9
Litigation settlement(a)
19
—
Liberty Broadband Adjusted OIBDA
(Loss)
$
83
$
85
GCI Holdings
$
90
$
89
Corporate and other
(7
)
(4
)
a)
During the three months ended September
30, 2022, GCI recorded legal settlement expense of $19 million to
reflect discussions and settlement offers that GCI made to the DOJ
and Enforcement Bureau of the FCC. 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)
September 30,
December 31,
2023
2022
amounts in millions,
except share amounts
Assets
Current assets:
Cash and cash equivalents
$
88
375
Trade and other receivables, net of
allowance for credit losses of $5 and $4, respectively
220
201
Prepaid and other current assets
122
84
Total current assets
430
660
Investment in Charter, accounted for using
the equity method
12,229
11,433
Property and equipment, net
1,036
1,011
Intangible assets not subject to
amortization
Goodwill
755
755
Cable certificates
550
550
Other
40
37
Intangible assets subject to amortization,
net
477
516
Other assets, net
251
180
Total assets
$
15,768
15,142
Liabilities and Equity
Current liabilities:
Accounts payable and accrued
liabilities
$
104
92
Deferred revenue
28
20
Current portion of debt, including $2 and
$1,373 measured at fair value, respectively
5
1,376
Indemnification obligation
21
50
Other current liabilities
71
137
Total current liabilities
229
1,675
Long-term debt, net, including $1,316 and
zero measured at fair value, respectively
3,860
2,425
Obligations under tower obligations and
finance leases, excluding current portion
83
86
Long-term deferred revenue
66
63
Deferred income tax liabilities
2,184
2,040
Preferred stock
202
202
Other liabilities
147
150
Total liabilities
6,771
6,641
Equity
Series A common stock, $.01 par value.
Authorized 500,000,000 shares; issued and outstanding 18,231,629
and 18,528,468 at September 30, 2023 and December 31, 2022,
respectively
—
—
Series B common stock, $.01 par value.
Authorized 18,750,000 shares; issued and outstanding 2,027,232 and
2,106,636 at September 30, 2023 and December 31, 2022,
respectively
—
—
Series C common stock, $.01 par value.
Authorized 500,000,000 shares; issued and outstanding 125,954,265
and 125,962,296 at September 30, 2023 and December 31, 2022,
respectively
1
1
Additional paid-in capital
3,293
3,318
Accumulated other comprehensive earnings
(loss), net of taxes
45
9
Retained earnings
5,638
5,155
Total stockholders' equity
8,977
8,483
Non-controlling interests
20
18
Total equity
8,997
8,501
Commitments and contingencies
Total liabilities and equity
$
15,768
15,142
LIBERTY BROADBAND
CORPORATION
CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS INFORMATION
(unaudited)
Three months ended
September 30,
2023
2022
amounts in millions, except
per share amounts
Revenue
$
240
248
Operating costs and expenses:
Operating expense (exclusive of
depreciation and amortization shown separately below)
59
64
Selling, general and administrative,
including stock-based compensation
105
111
Depreciation and amortization
55
66
Litigation settlement
—
19
219
260
Operating income (loss)
21
(12
)
Other income (expense):
Interest expense (including amortization
of deferred loan fees)
(54
)
(35
)
Share of earnings (losses) of
affiliate
326
309
Gain (loss) on dilution of investment in
affiliate
(10
)
—
Realized and unrealized gains (losses) on
financial instruments, net
(81
)
148
Gain (loss) on dispositions, net
—
—
Other, net
6
(34
)
Earnings (loss) before income taxes
208
376
Income tax benefit (expense)
(46
)
(61
)
Net earnings (loss)
162
315
Less net earnings (loss) attributable to
the non-controlling interests
—
—
Net earnings (loss) attributable to
Liberty Broadband shareholders
$
162
315
Basic net earnings (loss) attributable to
Series A, Series B and Series C Liberty Broadband shareholders per
common share
$
1.11
2.07
Diluted net earnings (loss) attributable
to Series A, Series B and Series C Liberty Broadband shareholders
per common share
$
1.10
2.05
LIBERTY BROADBAND
CORPORATION
CONDENSED CONSOLIDATED
STATEMENT OF CASH FLOWS INFORMATION
(unaudited)
Nine months ended
September 30,
2023
2022
amounts in millions
Cash flows from operating activities:
Net earnings (loss)
$
483
1,079
Adjustments to reconcile net earnings
(loss) to net cash from operating activities:
Depreciation and amortization
169
195
Stock-based compensation
25
28
Litigation settlement
—
29
Share of (earnings) losses of affiliate,
net
(892
)
(998
)
(Gain) loss on dilution of investment in
affiliate
42
67
Realized and unrealized (gains) losses on
financial instruments, net
155
(362
)
Deferred income tax expense (benefit)
137
16
(Gain) loss on dispositions, net
—
(179
)
Other, net
(3
)
(3
)
Change in operating assets and
liabilities:
Current and other assets
(60
)
131
Payables and other liabilities
(102
)
(63
)
Net cash provided by (used in) operating
activities
(46
)
(60
)
Cash flows from investing activities:
Capital expenditures
(149
)
(132
)
Grant proceeds received for capital
expenditures
6
—
Cash received for Charter shares
repurchased by Charter
42
2,602
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
(129
)
2,637
Cash flows from financing activities:
Borrowings of debt
1,501
300
Repayments of debt, tower obligations and
finance leases
(1,547
)
(203
)
Repurchases of Liberty Broadband common
stock
(40
)
(2,641
)
Indemnification payment to Qurate
Retail
(26
)
—
Other financing activities, net
(3
)
(5
)
Net cash provided by (used in) financing
activities
(115
)
(2,549
)
Net increase (decrease) in cash, cash
equivalents and restricted cash
(290
)
28
Cash, cash equivalents and restricted
cash, beginning of period
400
206
Cash, cash equivalents and restricted
cash, end of period
$
110
234
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version on businesswire.com: https://www.businesswire.com/news/home/20231102753762/en/
Liberty Broadband Corporation Shane Kleinstein,
720-875-5432
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