Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

 

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

 

For the quarterly period ended June 30, 2018March 31, 2019

OR

 

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

 

For the transition period from                to                

Commission File Number 001-36713

LIBERTY BROADBAND CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

 

 

State of Delaware

 

47-1211994

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

12300 Liberty Boulevard
Englewood, Colorado

 

80112

(Address of principal executive offices)

 

(Zip Code)

Registrant's telephone number, including area code: (720) 875-5700

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Series A common stock

LBRDA

The Nasdaq Stock Market LLC

Series B common stock

LBRDB

The Nasdaq Stock Market LLC

Series C common stock

LBRDK

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

 

 

 

 

 

Large accelerated filer ☒

 

Accelerated filer ☐

 

Non-accelerated filer ☐
(do not check if smaller
reporting company)

 

Smaller reporting company ☐

 

Emerging growth company ☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ☐    No ☒

The number of outstanding shares of Liberty Broadband Corporation's common stock as of July 16, 2018April 15, 2019 was:

 

Series A common stock

26,307,997

Series B common stock

2,455,043

Series C common stock

152,586,092

 

 

 

 

 

 

 

 

 

Series A

 

Series B

 

Series C

Liberty Broadband Corporation Common Stock

 

26,339,950

 

2,454,520

 

152,636,809

 

 

 

 

 

 

 

 

 

 

 


 

Table of Contents

Table of Contents

Part I - Financial Information 

 

 

 

Page No

Item 1. Financial Statements 

 

LIBERTY BROADBAND CORPORATION Condensed Consolidated Balance Sheets (unaudited) 

I-2

LIBERTY BROADBAND CORPORATION Condensed Consolidated Statements of Operations (unaudited) 

I-3

LIBERTY BROADBAND CORPORATION Condensed Consolidated Statements of Comprehensive Earnings (Loss) (unaudited)

I-4

LIBERTY BROADBAND CORPORATION Condensed Consolidated Statements of Cash Flows (unaudited) 

I-5I-4

LIBERTY BROADBAND CORPORATION Condensed Consolidated Statement of Equity (unaudited) 

I-6I-5

LIBERTY BROADBAND CORPORATION Notes to Condensed Consolidated Financial Statements (unaudited) 

I-7

 

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

I-21I-17

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

I-29I-24

Item 4.  Controls and Procedures

I-29I-24

 

 

Part II - Other Information 

 

 

Item 1.  Legal Proceedings

II-1

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

II-2II-3

Item 6.  Exhibits

II-2II-4

 

 

SIGNATURES 

II-4II-5

 

 

 

 

I-1


 

Table of Contents

LIBERTY BROADBAND CORPORATION

Condensed Consolidated Balance Sheets

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

March 31,

 

December 31,

 

 

2018

 

2017

 

 

2019

 

2018

 

 

(amounts in thousands)

 

 

(amounts in thousands)

 

Assets

    

 

    

    

    

 

    

 

    

    

    

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

52,462

 

81,257

 

 

$

73,178

 

83,103

 

Derivative instruments

 

 

45,747

 

 —

 

Other current assets

 

 

2,776

 

2,797

 

 

 

1,121

 

1,471

 

Total current assets

 

 

100,985

 

84,054

 

 

 

74,299

 

84,574

 

Investment in Charter, accounted for using the equity method (note 5)

 

 

11,891,637

 

11,835,613

 

Other tangible and intangible assets, net

 

 

10,289

 

12,073

 

Investment in Charter, accounted for using the equity method (note 4)

 

 

11,999,494

 

12,004,376

 

Other assets

 

 

17

 

49

 

 

 

9,585

 

9,487

 

Total assets

 

$

12,002,928

 

11,931,789

 

 

$

12,083,378

 

12,098,437

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

2,685

 

5,381

 

 

$

2,922

 

3,504

 

Deferred revenue and other current liabilities

 

 

9,224

 

5,168

 

 

 

2,902

 

4,691

 

Total current liabilities

 

 

11,909

 

10,549

 

 

 

5,824

 

8,195

 

Debt (note 6)

 

 

523,159

 

497,370

 

Debt (note 5)

 

 

523,238

 

522,928

 

Deferred income tax liabilities

 

 

943,401

 

932,593

 

 

 

961,665

 

965,829

 

Other liabilities

 

 

2,976

 

4,376

 

 

 

2,896

 

2,867

 

Total liabilities

 

 

1,481,445

 

1,444,888

 

 

 

1,493,623

 

1,499,819

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $.01 par value. Authorized 50,000,000 shares; no shares issued

 

 

 —

 

 —

 

 

 

 —

 

 —

 

Series A common stock, $.01 par value. Authorized 500,000,000 shares; issued and outstanding 26,306,976 shares at June 30, 2018 and 26,301,755 shares at December 31, 2017

 

 

263

 

262

 

Series B common stock, $.01 par value. Authorized 18,750,000 shares; issued and outstanding 2,455,043 shares at June 30, 2018 and December 31, 2017

 

 

25

 

25

 

Series C common stock, $.01 par value. Authorized 500,000,000 shares; issued and outstanding 152,586,092 shares at June 30, 2018 and 152,563,229 shares at December 31, 2017

 

 

1,526

 

1,526

 

Series A common stock, $.01 par value. Authorized 500,000,000 shares; issued and outstanding 26,338,807 shares at March 31, 2019 and 26,311,681 shares at December 31, 2018

 

 

263

 

263

 

Series B common stock, $.01 par value. Authorized 18,750,000 shares; issued and outstanding 2,454,520 shares at March 31, 2019 and December 31, 2018

 

 

25

 

25

 

Series C common stock, $.01 par value. Authorized 500,000,000 shares; issued and outstanding 152,636,809 shares at March 31, 2019 and 152,591,939 shares at December 31, 2018

 

 

1,526

 

1,526

 

Additional paid-in capital

 

 

7,940,118

 

7,907,900

 

 

 

7,943,795

 

7,938,357

 

Accumulated other comprehensive earnings, net of taxes

 

 

8,252

 

8,424

 

 

 

7,778

 

7,778

 

Retained earnings

 

 

2,571,299

 

2,568,764

 

 

 

2,636,368

 

2,650,669

 

Total equity

 

 

10,521,483

 

10,486,901

 

 

 

10,589,755

 

10,598,618

 

Commitments and contingencies (note 8)

 

 

 

 

 

 

Commitments and contingencies (note 7)

 

 

 

 

 

 

Total liabilities and equity

 

$

12,002,928

 

11,931,789

 

 

$

12,083,378

 

12,098,437

 

See accompanying notes to the condensed consolidated financial statements.

 

 

 

 

I-2


 

Table of Contents

LIBERTY BROADBAND CORPORATION

Condensed Consolidated Statements of Operations

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

Six months ended

 

 

Three months ended 

 

 

June 30,

 

June 30,

 

 

March 31,

 

 

2018

    

2017

    

2018

 

2017

 

 

2019

    

2018

 

 

(amounts in thousands, except per share amounts)

 

 

(amounts in thousands, except per share amounts)

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software sales

 

$

3,371

 

2,918

 

15,162

 

5,926

 

 

$

3,458

 

11,791

 

Service

 

 

 —

 

155

 

 —

 

287

 

Total revenue

 

 

3,371

 

3,073

 

15,162

 

6,213

 

 

 

3,458

 

11,791

 

Operating, including stock-based compensation (note 7)

 

 

501

 

707

 

967

 

1,322

 

Selling, general and administrative, including stock-based compensation (note 7)

 

 

5,514

 

6,366

 

12,241

 

11,910

 

Research and development, including stock-based compensation (note 7)

 

 

1,528

 

2,384

 

2,971

 

4,774

 

Operating costs and expenses

 

 

 

 

 

 

Operating, including stock-based compensation (note 6)

 

 

2,253

 

1,909

 

Selling, general and administrative, including stock-based compensation (note 6)

 

 

6,938

 

6,727

 

Depreciation and amortization

 

 

899

 

949

 

1,808

 

1,902

 

 

 

468

 

909

 

 

 

8,442

 

10,406

 

17,987

 

19,908

 

 

 

9,659

 

9,545

 

Operating income (loss)

 

 

(5,071)

 

(7,333)

 

(2,825)

 

(13,695)

 

 

 

(6,201)

 

2,246

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(6,035)

 

(4,826)

 

(11,072)

 

(9,381)

 

 

 

(6,543)

 

(5,037)

 

Dividend and interest income

 

 

193

 

459

 

418

 

797

 

 

 

418

 

225

 

Share of earnings (losses) of affiliates (note 5)

 

 

32,911

 

11,467

 

42,213

 

30,389

 

Gain (loss) on dilution of investment in affiliate (note 5)

 

 

(5,205)

 

(6,659)

 

(31,962)

 

(38,797)

 

Realized and unrealized gains (losses) on financial instruments, net (note 4)

 

 

(2,019)

 

1,370

 

(2,019)

 

2,351

 

Share of earnings (losses) of affiliates (note 4)

 

 

34,849

 

9,302

 

Gain (loss) on dilution of investment in affiliate (note 4)

 

 

(41,403)

 

(26,757)

 

Other, net

 

 

 —

 

 3

 

 —

 

 2

 

 

 

 5

 

 —

 

Net earnings (loss) before income taxes

 

 

14,774

 

(5,519)

 

(5,247)

 

(28,334)

 

 

 

(18,875)

 

(20,021)

 

Income tax benefit (expense)

 

 

(4,194)

 

2,542

 

757

 

10,912

 

 

 

4,574

 

4,951

 

Net earnings (loss) attributable to Liberty Broadband shareholders

 

$

10,580

 

(2,977)

 

(4,490)

 

(17,422)

 

 

$

(14,301)

 

(15,070)

 

Basic net earnings (loss) attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 3)

 

$

0.06

 

(0.02)

 

(0.02)

 

(0.10)

 

Diluted net earnings (loss) attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 3)

 

$

0.06

 

(0.02)

 

(0.02)

 

(0.10)

 

Basic net earnings (loss) attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 2)

 

$

(0.08)

 

(0.08)

 

Diluted net earnings (loss) attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 2)

 

$

(0.08)

 

(0.08)

 

 

See accompanying notes to the condensed consolidated financial statements.

I-3


Table of Contents

LIBERTY BROADBAND CORPORATION

Condensed Consolidated Statements of Comprehensive Earnings (Loss)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2018

    

2017

    

2018

 

2017

 

 

 

(amounts in thousands)

 

Net earnings (loss)

    

$

10,580

 

(2,977)

 

(4,490)

    

(17,422)

 

Other comprehensive earnings (loss), net of taxes:

 

 

 

 

 

 

 

 

 

 

Share of other comprehensive earnings (loss) of equity affiliate

 

 

(172)

 

250

 

(172)

 

374

 

Other comprehensive earnings (loss), net of taxes

 

 

(172)

 

250

 

(172)

 

374

 

Comprehensive earnings (loss) attributable to Liberty Broadband shareholders

 

$

10,408

 

(2,727)

 

(4,662)

 

(17,048)

 

See accompanying notes to the condensed consolidated financial statements.

I-4


 

Table of Contents

LIBERTY BROADBAND CORPORATION

Condensed Consolidated Statements of Cash Flows

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended

 

 

Three months ended 

 

 

June 30,

 

 

March 31,

 

 

2018

 

2017

 

 

2019

 

2018

 

 

(amounts in thousands)

 

 

(amounts in thousands)

 

Cash flows from operating activities:

    

 

    

    

    

 

    

 

    

    

    

 

Net earnings (loss)

 

$

(4,490)

 

(17,422)

 

 

$

(14,301)

 

(15,070)

 

Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

1,808

 

1,902

 

 

 

468

 

909

 

Stock-based compensation

 

 

2,801

 

2,877

 

 

 

2,616

 

1,405

 

Share of (earnings) losses of affiliates, net

 

 

(42,213)

 

(30,389)

 

 

 

(34,849)

 

(9,302)

 

(Gain) loss on dilution of investment in affiliate

 

 

31,962

 

38,797

 

 

 

41,403

 

26,757

 

Realized and unrealized (gains) losses on financial instruments, net

 

 

2,019

 

(2,351)

 

Deferred income tax expense (benefit)

 

 

(756)

 

(10,921)

 

 

 

(4,574)

 

(4,950)

 

Other, net

 

 

447

 

129

 

 

 

302

 

394

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Current and other assets

 

 

335

 

(442)

 

 

 

349

 

1,282

 

Payables and other liabilities

 

 

1,494

 

6,506

 

 

 

(2,975)

 

(5,121)

 

Net cash provided (used) by operating activities

 

 

(6,593)

 

(11,314)

 

 

 

(11,561)

 

(3,696)

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Capital expended for property and equipment

 

 

(24)

 

(9)

 

 

 

(17)

 

(14)

 

Other investing activities, net

 

 

 —

 

 6

 

Net cash provided (used) by investing activities

 

 

(24)

 

(3)

 

 

 

(17)

 

(14)

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings of debt

 

 

25,000

 

 —

 

Payments from issuances of financial instruments

 

 

(94,249)

 

(101,638)

 

Proceeds from settlements of financial instruments

 

 

46,483

 

101,921

 

Other financing activities, net

 

 

588

 

2,059

 

 

 

1,653

 

541

 

Net cash provided (used) by financing activities

 

 

(22,178)

 

2,342

 

 

 

1,653

 

541

 

Net increase (decrease) in cash

 

 

(28,795)

 

(8,975)

 

 

 

(9,925)

 

(3,169)

 

Cash, cash equivalents and restricted cash, beginning of period

 

 

81,257

 

205,728

 

 

 

83,103

 

81,257

 

Cash, cash equivalents and restricted cash, end of period

 

$

52,462

 

196,753

 

 

$

73,178

 

78,088

 

 

See accompanying notes to the condensed consolidated financial statements.

 

I-5I-4


 

Table of Contents

 

LIBERTY BROADBAND CORPORATION

Condensed Consolidated Statement of Equity

(unaudited)

Three Months ended March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

other

 

 

 

 

 

 

 

Preferred

 

Common stock

 

paid-in

 

comprehensive

 

Retained

 

 

 

 

 

Stock

 

Series A

  

Series B

  

Series C

  

capital

 

earnings

 

earnings

 

Total equity

 

 

 

(amounts in thousands)

 

Balance at January 1, 2018

    

$

 —

 

262

 

25

 

1,526

 

7,907,900

    

8,424

    

2,568,764

    

10,486,901

 

Net earnings (loss)

 

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

(4,490)

 

(4,490)

 

Other comprehensive earnings (loss)

 

 

 —

 

 —

 

 —

 

 —

 

 —

 

(172)

 

 —

 

(172)

 

Stock-based compensation

 

 

 —

 

 —

 

 —

 

 —

 

2,703

 

 —

 

 —

 

2,703

 

Issuance of common stock upon exercise of stock options

 

 

 —

 

 1

 

 —

 

 —

 

587

 

 —

 

 —

 

588

 

Cumulative effect of accounting change (note 2)

 

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

1,223

 

1,223

 

Cumulative effect of accounting change at Charter

 

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

5,802

 

5,802

 

Noncontrolling interest activity at Charter

 

 

 —

 

 —

 

 —

 

 —

 

28,928

 

 —

 

 —

 

28,928

 

Balance at June 30, 2018

 

$

 —

 

263

 

25

 

1,526

 

7,940,118

 

8,252

 

2,571,299

 

10,521,483

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

other

 

 

 

 

 

 

 

Preferred

 

Common stock

 

paid-in

 

comprehensive

 

Retained

 

 

 

 

 

Stock

 

Series A

  

Series B

  

Series C

  

capital

 

earnings

 

earnings

 

Total equity

 

 

 

(amounts in thousands)

 

Balance at January 1, 2019

    

$

 —

 

263

 

25

 

1,526

 

7,938,357

    

7,778

    

2,650,669

    

10,598,618

 

Net earnings (loss)

 

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

(14,301)

 

(14,301)

 

Stock-based compensation

 

 

 —

 

 —

 

 —

 

 —

 

2,523

 

 —

 

 —

 

2,523

 

Issuance of common stock upon exercise of stock options

 

 

 —

 

 —

 

 —

 

 —

 

1,653

 

 —

 

 —

 

1,653

 

Noncontrolling interest activity at Charter

 

 

 —

 

 —

 

 —

 

 —

 

1,262

 

 —

 

 —

 

1,262

 

Balance at March 31, 2019

 

$

 —

 

263

 

25

 

1,526

 

7,943,795

 

7,778

 

2,636,368

 

10,589,755

 

 

See accompanying notes to the condensed consolidated financial statements.

I-5


Table of Contents

Condensed Consolidated Statement of Equity

(unaudited)

Three Months ended March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

other

 

 

 

 

 

 

Preferred

 

Common stock

 

paid-in

 

comprehensive

 

Retained

 

 

 

 

Stock

 

Series A

  

Series B

  

Series C

  

capital

 

earnings

 

earnings

 

Total equity

 

 

(amounts in thousands)

Balance at January 1, 2018

    

$

 —

 

262

 

25

 

1,526

 

7,907,900

    

8,424

    

2,568,764

    

10,486,901

Net earnings (loss)

 

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

(15,070)

 

(15,070)

Stock-based compensation

 

 

 —

 

 —

 

 —

 

 —

 

1,352

 

 —

 

 —

 

1,352

Issuance of common stock upon exercise of stock options

 

 

 —

 

 1

 

 —

 

 —

 

540

 

 —

 

 —

 

541

Cumulative effect of accounting change

 

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

1,223

 

1,223

Cumulative effect of accounting change at Charter

 

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

5,802

 

5,802

Noncontrolling interest activity at Charter

 

 

 —

 

 —

 

 —

 

 —

 

30,646

 

 —

 

 —

 

30,646

Balance at March 31, 2018

 

$

 —

 

263

 

25

 

1,526

 

7,940,438

 

8,424

 

2,560,719

 

10,511,395

See accompanying notes to the condensed consolidated financial statements.

 

 

 

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Table of Contents

LIBERTY BROADBAND CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

(1) Basis of Presentation

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 Corporation (“Liberty Broadband” or the “Company”), and to distribute subscription rights to acquire shares of Liberty Broadband’s common stock (the “Broadband Spin-Off”). At the time of the Broadband Spin-Off, Liberty Broadband was comprised of (i) Liberty’s former interest in Charter Communications, Inc. (“Legacy Charter”), (ii) Liberty’s former wholly-owned subsidiary TruePosition, Inc., (iii) Liberty’s former minority equity investment in Time Warner Cable, Inc. (“Time Warner Cable”), (iv) certain deferred tax liabilities, as well as liabilities related to the Time Warner Cable written call options and (v) initial indebtedness, pursuant to margin loans entered into prior to the completion of the Broadband Spin-Off. These financial statements refer to the combination of the aforementioned subsidiary, investments, and financial instrumentsLiberty Broadband Corporation as “Liberty Broadband,” “the Company,” “us,” “we” and “our” in the notes to the condensed consolidated financial statements.

On May 18, 2016, Time Warner Cable merged with Legacy Charter (the “Time Warner Cable Merger”). In connection with the Time Warner Cable Merger, Legacy Charter underwentThrough a corporate reorganization, resulting in CCH I, LLC (“Charter”), a former subsidiarynumber of Legacy Charter, becoming the new publicly traded parent company. Also on May 18, 2016, the previously announced acquisition of Bright House Networks, LLC from Advance/Newhouse Partnership (“A/N”) by Charter (the “Bright House Transaction”) was completed. In connection with the Time Warner Cable Merger and Bright House Transaction,prior years’ transactions, Liberty Broadband entered into certain agreements with Legacyhas acquired an interest in Charter Charter (for accounting purposes a related party of the Company), Liberty Interactive Corporation, now known as Qurate Retail,Communications, Inc. (“Qurate Retail”Charter”) effective April 9, 2018, and Time Warner Cable. As a result of the Time Warner Cable Merger and Bright House Transaction (collectively, the “Transactions”), Liberty Broadband exchanged its shares of Time Warner Cable for shares of Charter and purchased additional shares of Charter. As a result, and pursuant. Pursuant to proxy agreements with GCI Liberty, Inc. (“GCI Liberty”) and Advance/Newhouse Partnership (“A/N,N”), Liberty Broadband controls 25.01% of the aggregate voting power of Charter. See note 5 for additional detail regarding these transactions and corresponding agreements.

The Company’s wholly owned subsidiary, Skyhook Holding, Inc. (“Skyhook”), focuses on the development and sale of Skyhook’s device-based location technology. Skyhook markets and sells two primary products: (1) a location determination service called the Precision Location Solution; and (2) a location intelligence and data insights service called Geospatial Insights.

The accompanying (a) condensed consolidated balance sheet as of December 31, 2017,2018, 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, 2017.2018. 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 the application of the equity method of accounting for investments in affiliates and accounting for income taxes to be its most significant estimates.

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Table of Contents

LIBERTY BROADBAND CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

Liberty Broadband holds an investment in Charter that 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.

The Tax Cuts and Jobs Act (the “Tax Act”) was enacted in December 2017. The Tax Act significantly changed U.S. tax law by, among other things, lowering U.S. corporate income tax rate and implementing a territorial tax system.  In the prior year, we recognized the provisional tax impacts related to the revaluation of deferred tax balances and included these estimates in our consolidated financial statements for the year ended December 31, 2017. We are still in the process of analyzing the impact of the various provisions of the Tax Act. The ultimate impact may materially differ from these provisional amounts due to, among other things, continued analysis of the estimates and further guidance and interpretations on the application of the law. We expect to complete our analysis by December 2018.

Spin-Off Arrangements

Following the Broadband Spin-Off, Liberty and Liberty Broadband operate as separate, publicly traded companies, and neither has any stock ownership, beneficial or otherwise, in the other. In connection with the Broadband Spin-Off, Liberty (for accounting purposes a related party of the Company) and Liberty Broadband entered into certain agreements in order to

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Table of Contents

LIBERTY BROADBAND CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

govern certain of the ongoing relationships between the two companies after the Broadband Spin-Off and to provide for an orderly transition. These agreements include a reorganization agreement, a services agreement, a facilities sharing agreement and a tax sharing agreement.

The reorganization agreement provides for, among other things, the principal corporate transactions (including the internal restructuring) required to effect the Broadband Spin-Off, certain conditions to the Broadband Spin-Off and provisions governing the relationship between Liberty Broadband and Liberty with respect to and resulting from the Broadband Spin-Off. The tax sharing agreement provides for the allocation and indemnification of tax liabilities and benefits between Liberty and Liberty Broadband and other agreements related to tax matters. Pursuant to the tax sharing agreement, Liberty Broadband has agreed to indemnify Liberty, subject to certain limited exceptions, for losses and taxes resulting from the Broadband Spin-Off to the extent such losses or taxes result primarily from, individually or in the aggregate, the breach of certain restrictive covenants made by Liberty Broadband (applicable to actions or failures to act by Liberty Broadband and its subsidiaries following the completion of the Broadband Spin-Off). Pursuant to the services agreement, Liberty provides Liberty Broadband with general and administrative services including legal, tax, accounting, treasury and investor relations support. Under the facilities sharing agreement, Liberty Broadband shares office space with Liberty and related amenities at Liberty’s corporate headquarters. Liberty Broadband will reimburse Liberty for direct, out-of-pocket expenses incurred by Liberty in providing these services which will be negotiated semi-annually. Under these various agreements, approximately $857$924 thousand and $806$950 thousand was reimbursable to Liberty for the three months ended June 30,March 31, 2019 and 2018, and 2017, respectively, and $1.8 million and $1.6 million was reimbursable to Liberty for the six months ended June 30, 2018 and 2017, respectively.

(2) Recent Accounting Pronouncements

Accounting Standards Adopted January 1, 2018

Revenue from Contracts with Customers. As of January 1, 2018, the Company adopted the Accounting Standards Updates (“ASU”) amending revenue recognition guidance using the modified retrospective method for all contracts reflecting the aggregate effect of modifications prior to the date of adoption. Results for reporting periods beginning after January 1, 2018 are presented under the new guidance, while prior period amounts were not adjusted and continue to be reported under the accounting standards in effect for those periods.

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Table of Contents

LIBERTY BROADBAND CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

Upon adoption, we recognized a net cumulative effect of applying the new revenue guidance as a net increase to the opening balance of retained earnings of $1.2 million, as well as an increase to other current assets of $0.3 million, an increase to deferred income tax liabilities of $0.4 million and a decrease to deferred revenue and other current liabilities of $1.3 million, primarily due to changes in the timing of revenue recognition. The impact of the new accounting guidance to our condensed consolidated statement of operations was not meaningful for the three and six months ended June 30, 2018, and we do not expect it to be meaningful going forward.

Revenue Recognition

Skyhook earns revenue from the sale and integration of its Precision Location Solution (including the licensing of software and data components that make up that solution) and the licensing of Geospatial Insights data. In addition, Skyhook earns revenue through entering into licensing agreements with companies to utilize its underlying intellectual property.

Revenue is recognized upon transfer of control of promised products or services to its customers in an amount that reflects the consideration expected to be received in exchange for those products and services.

Skyhook sells its Precision Location Solution and Geospatial Insights data via fixed fee, usage basis or revenue share licensing arrangements. Revenue for fixed fee arrangements is recognized on a straight-line basis over the performance period. Revenue for usage based contracts or revenue share arrangements is recognized upon transfer of the service to its customers. Contracts with customers often include multiple products and services, which in general are not distinct within the context of the contract. Transaction prices of individual products and services are not allocated to specific performance obligations and are recognized ratably.

Skyhook recognizes fees received from intellectual property licensing at the inception of a license term for perpetual licenses when there are no ongoing performance obligations. Revenue recognition is deferred when there are ongoing performance obligations. In such circumstances, revenue would be allocated to the performance obligation and recognized upon the transfer of control of the promised product or service.

 

Deferred Revenue. At January 1, 2018, deferred revenue liabilities consisted of $4.5 million and $2.3 million, included in deferred revenue and other current liabilities, and other liabilities, respectively. Of this $6.8 million that was recorded as deferred revenue, $3.6 million was recognized as revenue during the six months ended June 30, 2018. At June 30, 2018, the related balance consisted of $8.7 million and $2.3 million, included in deferred revenue and other current liabilities, and other liabilities, respectively. Of this $11.0 million that was recorded as deferred revenue, we expect to recognize approximately 90% over the next one to three years.

Accounting Policies Elected. The Company has elected to exclude all taxes assessed by a governmental authority from the measurement of the transaction price.

Practical Expedients Utilized.  The Company has elected to apply the new revenue guidance only to those contracts that were not completed contracts as of December 31, 2017 and considered contract modifications that occurred prior to January 1, 2018 as combined with the original contract. Subsequent to January 1, 2018, the Company will consider each modification separately in accordance with the new guidance.

Significant Judgments. The Company estimates variable consideration at the most likely amount to which we expect to be entitled. This estimate of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all historical, current and forecast information that is reasonably available to us.

Definition of a Business.As of January 1, 2018, the Company adopted the new guidance clarifying the definition of a business for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Upon adoption, the standard impacts how the Company assesses acquisitions (or disposals) of assets or

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Table of Contents

LIBERTY BROADBAND CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

businesses. The new accounting guidance had no material impact to our condensed consolidated financial statements for the three and six months ended June 30, 2018, and we do not expect it to be meaningful going forward.

Accounting Standards Not Yet Adopted

Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. In February 2018, the Financial Accounting Standards Board (“FASB”) issued new guidance that allows an entity to elect to reclassify “stranded” tax effects in AOCI to retained earnings to address concerns related to accounting for certain provisions of the Tax Cuts and Jobs Act ("the Tax Act") enacted in December 2017. The guidance is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact of the adoption of this new guidance on our consolidated financial statements.

(3)(2) Earnings (Loss) per 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. The basic and diluted EPS calculations are based on the following weighted average number of shares of outstanding common stock.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liberty Broadband Common Stock

 

 

Liberty Broadband Common Stock

 

 

Three months

 

Three months

 

Six months

 

Six months

 

 

Three months

 

Three months

 

 

ended

 

ended

 

ended

 

ended

 

 

ended

 

ended

 

    

June 30, 2018

    

June 30, 2017

    

June 30, 2018

    

June 30, 2017

 

    

March 31, 2019

    

March 31, 2018

 

 

(numbers of shares in thousands)

 

 

(numbers of shares in thousands)

 

Basic WASO

 

181,323

 

181,798

 

181,319

 

181,784

 

 

181,366

 

181,316

 

Potentially dilutive shares (1)

 

1,148

 

1,351

 

1,273

 

1,313

 

 

1,299

 

1,398

 

Diluted WASO

 

182,471

 

183,149

 

182,592

 

183,097

 

 

182,665

 

182,714

 


(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.

 

 

 

 

(4)(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.

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Table of Contents

LIBERTY BROADBAND CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

The Company’s assets and (liabilities) measured at fair value are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2018

 

December 31, 2017

 

 

 

 

 

 

Quoted prices

 

Significant

 

 

 

Quoted prices

 

Significant

 

 

 

 

 

 

in active

 

other

 

 

 

in active

 

other

 

 

 

 

 

 

markets for

 

observable

 

 

 

markets for

 

observable

 

 

 

 

 

 

identical assets

 

inputs

 

 

 

identical assets

 

inputs

 

Description

 

Total

 

(Level 1)

 

(Level 2)

 

Total

 

(Level 1)

 

(Level 2)

 

 

 

(amounts in thousands)

 

Cash equivalents

 

$

34,714

 

34,714

 

 —

 

76,304

 

76,304

 

 —

 

Derivative instruments (1)

 

$

45,747

 

 —

 

45,747

 

 —

 

 —

 

 —

 


(1)

As of June 30, 2018, the Company had an outstanding zero-strike call option on 632,911 shares of Liberty Broadband Series C common stock. The Company paid a premium of $46.5 million in June 2018 for the zero-strike call option. The Company accounted for the zero-strike call option as a financial instrument asset due to its settlement provisions.

The fair value of Level 2 derivative instruments were derived from a Black-Scholes model using observable market

data as the significant inputs. The inputs used in the model during the period outstanding (exclusive of the applicable trading price of Liberty Broadband Series C common stock and the strike prices associated with the call options) were as follows:

Volatility

38.0%

Interest rate

2.3%

Dividend yield

0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

December 31, 2018

 

 

 

 

 

 

Quoted prices

 

Significant

 

 

 

Quoted prices

 

Significant

 

 

 

 

 

 

in active

 

other

 

 

 

in active

 

other

 

 

 

 

 

 

markets for

 

observable

 

 

 

markets for

 

observable

 

 

 

 

 

 

identical assets

 

inputs

 

 

 

identical assets

 

inputs

 

Description

 

Total

 

(Level 1)

 

(Level 2)

 

Total

 

(Level 1)

 

(Level 2)

 

 

 

(amounts in thousands)

 

Cash equivalents

 

$

63,735

 

63,735

 

 —

 

67,329

 

67,329

 

 —

 

 

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, current portion of debt and long-term debt. With the exception of long-term debt, the carrying amount approximates fair value due to the short maturity of these instruments as reported on our condensed consolidated balance sheets. The carrying value of our long-term debt bears interest at a variable rate and therefore is also considered to approximate fair value.

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Table of Contents

LIBERTY BROADBAND CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

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

 

 

 

June 30,

 

June 30,

 

 

 

2018

 

2017

 

2018

 

2017

 

 

 

(amounts in thousands)

 

Derivative instruments (1)

 

 

(2,019)

 

1,370

 

 

(2,019)

 

2,351

 

 

 

$

(2,019)

 

1,370

 

 

(2,019)

 

2,351

 


(1)

In April 2017, the Company entered into another zero-strike call option on 600,242 shares of Liberty Broadband Series C common stock. The Company prepaid a premium of $50.0 million in April 2017. Upon expiration in June 2017, the call option was rolled into a new zero-strike call option on 600,242 shares of Liberty Broadband Series C common stock. The Company recognized a realized and unrealized gain on the option as of June 30, 2017. In April 2018, the Company entered into another zero-strike call option on 610,325 shares of Liberty Broadband Series C common stock and prepaid a premium of $47.8 million in April 2018. Liberty Broadband exercised its option to settle the contract in cash in June 2018 for cash proceeds of $46.5 million, and recognized a realized loss on the options as of June 30, 2018. In June 2018, the Company entered into another zero-strike call option on 632,911 shares of Liberty Broadband Series C common stock. The Company recognized an unrealized loss on the options as of June 30, 2018. 

 

 

(5)(4) Investment in Charter Accounted for Using the Equity Method

Through a number of prior years’ transactions, Liberty Broadband has acquired an interest in Charter. The investment in Charter is accounted for as an equity method affiliate based on our ownership interest and the board seats held by individuals appointed by Liberty Broadband. As of June 30, 2018,March 31, 2019, the carrying value of Liberty Broadband’s ownership in Charter was approximately $11,892$11,999 million. The market value of Liberty Broadband’s ownership in Charter as of June 30, 2018March 31, 2019 was approximately $15,855$18,758 million, which represented an approximate economic ownership of 23.3%24.2% of the outstanding equity of Charter as of that date.

Pursuant to proxy agreements with GCI Liberty (see below) and A/N (the “GCI Liberty Proxy” and “A/N Proxy”, respectively), Liberty Broadband has an irrevocable proxy to vote certain shares of Charter common stock owned beneficially or of record by GCI Liberty and A/N, for a five year term expiring May 18, 2021, subject to extension upon the mutual agreement of both parties, subject to certain limitations.

In March 2018, Qurate Retail completed its previously announced transactions with GCI Liberty and, in connection with the completion of these transactions, the proxy agreement with Qurate Retail was assigned to GCI Liberty.

As a result of the A/N Proxy and the GCI Liberty Proxy, Liberty Broadband controls 25.01% of the aggregate voting power of Charter following the completion of the Time Warner Cable Merger and the Bright House Transaction and is Charter’s largest stockholder.

Additionally, so long as the A/N Proxy is in effect, if A/N proposes to transfer common units of Charter Communications Holdings, LLC (which units are exchangeable into Charter shares and which will, under certain circumstances, result in the conversion of certain shares of Class B Common Stock into Charter shares) or Charter shares, in each case, constituting either (i) shares representing the first 7.0% of the outstanding voting power of Charter held by A/N or (ii) shares representing the last 7.0% of the outstanding voting power of New Charter held by A/N, Liberty Broadband will

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Table of Contents

LIBERTY BROADBAND CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

have a right of first refusal (“ROFR”) to purchase all or a portion of any such securities A/N proposes to transfer. The purchase price per share for any securities sold to Liberty Broadband pursuant to the ROFR will be the volume-weighted average price of Charter shares for the two trading day period before the notice of a proposed sale by A/N, payable in cash. Certain transfers are permitted to affiliates of A/N, subject to the transferee entity entering into an agreement assuming the transferor’s obligations under the A/N Proxy.

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Table of Contents

LIBERTY BROADBAND CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

Investment in Charter

The excess basis in our investment in Charter has increased to $3,159of $3,351 million as of June 30, 2018March 31, 2019 is allocated within memo accounts used for equity accounting purposes as follows (amounts in millions):

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

March 31,

 

December 31,

 

 

2018

 

2017

 

 

2019

 

2018

Property and equipment

    

$

349

 

361

    

$

302

 

328

Customer relationships

 

 

712

 

689

 

 

736

 

721

Franchise fees

 

 

1,753

 

1,670

 

 

1,836

 

1,821

Trademarks

 

 

29

 

29

 

 

29

 

29

Goodwill

 

 

1,104

 

986

 

 

1,238

 

1,202

Debt

 

 

(103)

 

(98)

 

 

(87)

 

(105)

Deferred income tax liability

 

 

(685)

 

(662)

 

 

(703)

 

(698)

 

$

3,159

 

2,975

 

$

3,351

 

3,298

 

Upon acquisition, Liberty Broadband ascribedProperty and equipment and customer relationships have remaining useful lives of 7 years and 1311 years, to property and equipment and customer relationships, respectively, and indefinite lives to franchise fees, trademarks and goodwill.goodwill have indefinite lives. The excess basis of outstanding debt is amortized over the contractual period using the effective interest ratestraight-line method.  The increase in excess basis for the sixthree months ended June 30, 2018,March 31, 2019, was primarily due to Charter’s share buyback program. The Company’s share of earnings (losses) of affiliates line item in the accompanying condensed consolidated statements of operations includes expenses of $29.2$25.6 million and $16.6$28.7 million, net of related taxes, for the three months ended June 30,March 31, 2019 and 2018, and 2017, respectively, and expenses of $57.9 million and $28.7 million, net of related taxes, for the six months ended June 30, 2018 and 2017, respectively, due to the amortization of the excess basis related to assets with identifiable useful lives and debt. 

The Company had a dilution loss of $5.2$41.4 million and $6.7$26.8 million during the three months ended June 30,March 31, 2019 and 2018, and 2017, respectively, and a dilution loss of $32.0 million and $38.8 million during the six months ended June 30, 2018 and 2017, respectively. The dilution losses for the periods presented were attributable to stock option exercises by employees and other third parties at prices below Liberty Broadband’s book basis per share.

Accounting Change

Charter adopted the new revenue guidance, as described in note 2, on January 1, 2018 using the modified retrospective transition method with a cumulative-effect adjustment to equity. The January 1, 2018 adoption cumulative-effect adjustment consisted of an increase to other noncurrent assets of $120 million, an increase to accounts payable and accrued liabilities of $71 million, an increase to deferred income tax liabilities of $11 million and an increase to total shareholders’ equity of $38 million.  Charter applied the cumulative-effect method to all contracts as of January 1, 2018.  Operating results for the three and six months ended June 30, 2018 are not materially different than results that would have been reported under previous guidance.

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Table of Contents

LIBERTY BROADBAND CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

Summarized unaudited financial information for Charter is as follows (amounts in millions):

Charter condensed consolidated balance sheets

 

 

 

 

 

 

 

 

 

 

 

 

 

    

June 30, 2018

 

December 31, 2017

 

    

March 31, 2019

 

December 31, 2018

 

Current assets

 

$

2,750

 

2,555

 

 

$

3,926

 

2,944

 

Property and equipment, net

 

 

34,411

 

33,888

 

 

 

34,859

 

35,126

 

Goodwill

 

 

29,554

 

29,554

 

 

 

29,554

 

29,554

 

Intangible assets, net

 

 

78,029

 

79,270

 

 

 

76,316

 

76,884

 

Other assets

 

 

1,507

 

1,356

 

 

 

2,602

 

1,622

 

Total assets

 

$

146,251

 

146,623

 

 

$

147,257

 

146,130

 

Current liabilities

 

 

14,024

 

11,090

 

 

 

11,950

 

12,095

 

Deferred income taxes

 

 

17,376

 

17,314

 

 

 

17,473

 

17,389

 

Long-term debt

 

 

66,730

 

68,186

 

 

 

70,567

 

69,537

 

Other liabilities

 

 

2,479

 

2,502

 

 

 

3,624

 

2,837

 

Equity

 

 

45,642

 

47,531

 

 

 

43,643

 

44,272

 

Total liabilities and shareholders’ equity

 

$

146,251

 

146,623

 

 

$

147,257

 

146,130

 

Charter condensed consolidated statements of operations

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

    

Six months ended

Three months ended 

June 30,

 

June 30,

March 31,

2018

 

2017

 

2018

 

2017

2019

 

2018

Revenue

$

10,854

 

10,357

 

21,511

 

20,521

$

11,206

 

10,657

Cost and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses (excluding depreciation and amortization)

 

(6,873)

 

(6,575)

 

(13,709)

 

(13,154)

 

7,236

 

6,836

Depreciation and amortization

 

(2,592)

 

(2,595)

 

(5,302)

 

(5,145)

 

2,550

 

2,710

Other operating expenses, net

 

(29)

 

(135)

 

(98)

 

(229)

Other operating (income) expenses, net

 

(5)

 

69

 

(9,494)

 

(9,305)

 

(19,109)

 

(18,528)

 

9,781

 

9,615

Operating income

 

1,360

 

1,052

 

2,402

 

1,993

 

1,425

 

1,042

Interest expense, net

 

(878)

 

(749)

 

(1,729)

 

(1,462)

 

(925)

 

(851)

Other income (expense), net

 

(102)

 

(60)

 

(42)

 

(52)

 

(64)

 

60

Income tax benefit (expense)

 

(41)

 

(48)

 

(69)

 

(73)

 

(119)

 

(28)

Net income (loss)

 

339

 

195

 

562

 

406

 

317

 

223

Less: Net income attributable to noncontrolling interests

 

(66)

 

(56)

 

(121)

 

(112)

 

(64)

 

(55)

Net income (loss) attributable to Charter shareholders

$

273

 

139

 

441

 

294

$

253

 

168

 

 

 

 

 

 

 

 

 

(6)(5) Debt

Amended 2017 Margin Loan Facility

 

On August 31, 2017,24, 2018, a bankruptcy remote wholly owned subsidiary of the Company (“SPV”), entered into aAmendment No. 1 to its multi-draw margin loan credit facility (the “2017“Amended 2017 Margin Loan Facility” and, the credit agreement governing such facility, the “2017“Amended 2017 Margin Loan Agreement”) with Bank of America, N.AWilmington Trust, National Association as the successor administrative agent, BNP Paribas, Dublin Branch, as the successor calculation agent, and the lenders thereunder. SPV is permitted, subject to certain funding conditions, to borrow term loans up to an aggregate principal amount equal to $1.0 billion. SPV will also have the ability

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Table of Contents

LIBERTY BROADBAND CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

from time to time to request additional loans in an aggregate principal amount of up to $1.0 billion on an uncommitted basis subject to certain conditions. On April 4, 2018, SPV borrowed $25 million against the 2017 Margin Loan Facility SPV had borrowed $525 million and $500 million

I-11


Table of Contents

LIBERTY BROADBAND CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

as of June 30, 2018March 31, 2019 and December 31, 2017, respectively.2018. SPV had $475 million available to be drawn until August 31, 2018.27, 2019. The maturity date of the loans under the Amended 2017 Margin Loan Agreement is August 30, 201924, 2020 (except for any incremental loans incurred thereunder to the extent SPV and the incremental lenders agree to a later maturity date). Accordingly, the debt is classified as noncurrent as of June 30, 2018.March 31, 2019. Borrowings under the Amended 2017 Margin Loan Agreement bear interest at the three-month LIBOR rate plus a per annum spread of 1.5%, unless it is unlawful for the applicable lender to fund or maintain loans based on LIBOR or there are material restrictions on the applicable lender to do so, in which case borrowings under the 2017 Margin Loan Agreement will either (a) bear interest at 0.5% plus the higher of (i) the federal funds rate plus ½ of 1%, (ii) the prime rate and (iii) LIBOR plus 1% for each day during such period or (b) be prepaid..  Borrowings outstanding under this margin loan bore interest at a rate of 3.80%4.10% per annum at June 30, 2018.March 31, 2019. Interest is payable quarterly in arrears beginning on September 29, 2017. SPV used available cash and a portion of the proceeds of the loans under the Amended 2017 Margin Loan Facility to repay the two margin loan agreements entered into by a wholly-owned special purpose subsidiary of the Company on October 30, 2014 and two margin loan agreements entered into by another wholly-owned special purpose subsidiary of the Company on March 21, 2016. Borrowings may also be used for distribution as a dividend or a return of capital, for the purchase of margin stock and for general corporate purposes.  

 

The Amended 2017 Margin Loan Agreement contains various affirmative and negative covenants that restrict the activities of the SPV (and, in some cases, the Company and its subsidiaries with respect to shares of Charter owned by the Company and its subsidiaries). The Amended 2017 Margin Loan Agreement does not include any financial covenants.  The Amended 2017 Margin Loan Agreement also contains restrictions related to additional indebtedness and events of default customary for margin loans of this type.

SPV’s obligations under the Amended 2017 Margin Loan Agreement are secured by first priority liens on a portion of the Company’s ownership interest in Charter, sufficient for SPV to meet the loan to value requirements under the Amended 2017 Margin Loan Agreement. The Amended 2017 Margin Loan Agreement indicates that no lender party shall have any voting rights with respect to the shares transferred, except to the extent that a lender party buys any shares in a sale or other disposition made pursuant to the terms of the loan agreements. As of June 30, 2018,March 31, 2019,  6.8 million shares of Charter with a value of $2$2.3 billion were pledged as collateral pursuant to the Amended 2017 Margin Loan Agreement.

   

(7)(6) Stock-Based Compensation

Liberty Broadband grants, to certain of its directors, employees and employees of its subsidiaries, restricted stock and stock options to purchase shares of its common stock (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options and restricted stock) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date.

Included in the accompanying condensed consolidated statements of operations are the following amounts of stock-based compensation for the three months ended March 31, 2019 and 2018 (amounts in thousands):

 

 

 

 

 

 

 

 

 

Three months

 

 

 

ended

 

 

 

March 31,

 

 

 

2019

 

2018

 

Operating expense

    

$

37

    

17

 

Selling, general and administrative

 

 

2,579

 

1,388

 

 

 

$

2,616

 

1,405

 

Liberty Broadband – Grants of Stock Options

During the three months ended March 31, 2019, Liberty Broadband granted 41 thousand options to purchase shares of Series C Liberty Broadband common stock and 25 thousand performance-based restricted stock units (“RSUs”) of Series

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Table of Contents

LIBERTY BROADBAND CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

Included in the accompanying condensed consolidated statements of operations are the following amounts of stock-based compensation for the three and six months ended June 30, 2018 and 2017 (amounts in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months

 

Six months

 

 

 

ended

 

ended

 

 

 

June 30,

 

June 30,

 

 

 

2018

 

2017

 

2018

 

2017

 

Operating expense

    

$

 1

    

 1

    

 1

    

 2

 

Selling, general and administrative

 

 

1,386

 

1,383

 

2,774

 

2,603

 

Research and development

 

 

 9

 

45

 

26

 

272

 

 

 

$

1,396

 

1,429

 

2,801

 

2,877

 

C Liberty Broadband – Grantscommon stock to our CEO. Such options had a GDFV of Stock Options$25.46 per share. The RSUs had a GDFV of $88.99 per share at the time they were granted. The options vest on December 31, 2019, and the RSUs cliff vest in one year, subject to satisfaction of certain performance objectives. Performance objectives, which are subjective, are considered in determining the timing and amount of the compensation expense recognized. When the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The probability of satisfying the performance objectives is assessed at the end of each reporting period.

There were no options to purchase shares of Series A Series B or Series CB common stock granted during the sixthree months ended June 30, 2018.March 31, 2019.  

The Company calculates the GDFV for all of its equity classified awards and any subsequent remeasurement of its liability classified awards using the Black-Scholes Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data. The volatility used in the calculation for Awards is based on the historical volatility of Liberty Broadband common stock and the implied volatility of publicly traded Liberty Broadband options. The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.

Liberty Broadband – Outstanding Awards

The following tables present the number and weighted average exercise price (“WAEP”) of Awards to purchase Liberty Broadband common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the Awards.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

    

    

    

 

    

Weighted

    

    

 

    

    

    

    

 

    

Weighted

    

    

 

 

 

 

 

 

average

 

 

 

 

 

 

 

average

 

 

 

 

 

 

 

remaining

 

Aggregate

 

 

 

 

 

remaining

 

Aggregate

 

 

 

 

 

contractual

 

intrinsic

 

 

 

 

 

contractual

 

intrinsic

 

Series A

 

WAEP

 

life

 

value

 

Series A

 

WAEP

 

life

 

value

 

(in thousands)

 

 

 

(in years)

 

(in millions)

 

(in thousands)

 

 

 

(in years)

 

(in millions)

Outstanding at January 1, 2018

 

404

 

$

33.16

 

 

 

 

Outstanding at January 1, 2019

 

393

 

$

33.31

 

 

 

 

Granted

 

 —

 

$

 —

 

 

 

 

 

 —

 

$

 —

 

 

 

 

Exercised

 

(7)

 

$

29.57

 

 

 

 

 

(42)

 

$

33.05

 

 

 

 

Forfeited/cancelled

 

 —

 

$

 —

 

 

 

 

 

 —

 

$

 —

 

 

 

 

Outstanding at June 30, 2018

 

397

 

$

33.23

 

1.5

 

$

17

Exercisable at June 30, 2018

 

396

 

$

33.18

 

1.5

 

$

17

Outstanding at March 31, 2019

 

351

 

$

33.35

 

0.8

 

$

20

Exercisable at March 31, 2019

 

350

 

$

33.30

 

0.8

 

$

20

 

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Table of Contents

LIBERTY BROADBAND CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

    

    

    

 

    

Weighted

    

    

 

    

    

    

    

 

    

Weighted

    

    

 

 

 

 

 

 

average

 

 

 

 

 

 

 

average

 

 

 

 

 

 

 

remaining

 

Aggregate

 

 

 

 

 

remaining

 

Aggregate

 

 

 

 

 

contractual

 

intrinsic

 

 

 

 

 

contractual

 

intrinsic

 

Series C

 

WAEP

 

life

 

value

 

Series C

 

WAEP

 

life

 

value

 

(in thousands)

 

 

 

(in years)

 

(in millions)

 

(in thousands)

 

 

 

(in years)

 

(in millions)

Outstanding at January 1, 2018

 

2,388

 

$

43.35

 

 

 

 

Outstanding at January 1, 2019

 

2,356

 

$

43.77

 

 

 

 

Granted

 

 —

 

$

 —

 

 

 

 

 

41

 

$

88.99

 

 

 

 

Exercised

 

(35)

 

$

30.08

 

 

 

 

 

(62)

 

$

32.95

 

 

 

 

Forfeited/cancelled

 

 —

 

$

 —

 

 

 

 

 

 —

 

$

 —

 

 

 

 

Outstanding at June 30, 2018

 

2,353

 

$

43.55

 

4.8

 

$

76

Exercisable at June 30, 2018

 

833

 

$

34.55

 

1.7

 

$

34

Outstanding at March 31, 2019

 

2,335

 

$

44.86

 

4.2

 

$

109

Exercisable at March 31, 2019

 

1,533

 

$

41.83

 

3.3

 

$

76

As of June 30, 2018March 31, 2019, the total unrecognized compensation cost related to unvested Awards was approximately $74.4 million. Such amount will be recognized in the Company's condensed consolidated statements of operations over a weighted average period of approximately 1.6 years.1.0 year. 

As of June 30, 2018,March 31, 2019, Liberty Broadband reserved 2.82.7 million shares of Series A and Series C common stock for issuance under exercise privileges of outstanding stock Awards.

Skyhook Equity Incentive Plans

Long-Term Incentive Plans

 

Skyhook has a long-term incentive plan which provides for the granting of phantom stock appreciation rights (“PARs”) and phantom stock units (“PSUs”) to employees, directors, and consultants of Skyhook that is not significant to Liberty Broadband. As of June 30, 2018March 31, 2019 and December 31, 2017, $0.92018, $1.2 million and $1.2$1.1 million, respectively, are included in other liabilities for the fair value (Level 2) of the Company’s long-term incentive plan obligations.

(8)(7) Commitments and Contingencies

General Litigation

In the ordinary course of business, the Company and its consolidated subsidiary are parties to legal proceedings and claims involving alleged infringement of third-party intellectual property rights, defamation, and other claims. Although it is reasonably possible that the Company may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying condensed consolidated financial statements.

Certain Risks and Concentrations

The Skyhook business is subject to certain risks and concentrations including dependence on relationships with its customers. The Company’s largest customers, that accounted for greater than 10% of revenue, aggregated 72%73% and 61%72% of total revenue for the three months ended June 30,March 31, 2019 and 2018, and 2017, respectively, and 67% and 58% of total revenue for the six months ended June 30, 2018 and 2017, respectively. 

Off-Balance Sheet Arrangements

Liberty Broadband did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the Company’s financial condition, results of operations, liquidity, capital expenditures or capital resources.

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Table of Contents

LIBERTY BROADBAND CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

(9)(8) Segment Information

Liberty Broadband identifies its reportable segments as (A) those consolidated companies that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA or total assets and (B) those equity method affiliates whose share of earnings or losses represent 10% or more of Liberty Broadband’s annual pre-tax earnings (losses).

Liberty Broadband evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue and Adjusted OIBDA. In addition, Liberty Broadband reviews nonfinancial measures such as subscriber growth.

Liberty Broadband defines Adjusted OIBDA as revenue less operating expenses and selling, general and administrative expenses (excluding stock-based compensation). Liberty Broadband believes this measure is an important indicator of the operational strength and performance of its businesses, including each business’s ability to service debt and fund capital expenditures. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance excludes depreciation and amortization, stock-based compensation, separately reported litigation settlements and restructuring and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net earnings, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. Liberty Broadband generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices.

For the sixthree months ended June 30, 2018,March 31, 2019, Liberty Broadband has identified the following consolidated company and equity method investment as its reportable segments:

·

Skyhook—a wholly owned subsidiary of the Company that provides the Precision Location Solution (a location determination service) and Geospatial Insights product (a location intelligence and data insights service).    

·

Charter—an equity method investment that is one of the largest providers of cable services in the United States, offering a variety of entertainment, information and communications solutions to residential and commercial customers.

Liberty Broadband’s operating segments are strategic business units that offer different products and services. They are managed separately because each segment requires different technologies, distribution channels and marketing strategies. The accounting policies of the segments that are also consolidated companies are the same as those described in the Company’s summary of significant accounting policies in the Company’s annual financial statements. We have included amounts attributable to Charter in the tables below. Although Liberty Broadband owns less than 100% of the outstanding shares of Charter, 100% of the Charter amounts are included in the schedule below and subsequently eliminated in order to reconcile the account totals to the Liberty Broadband condensed consolidated financial statements.

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Table of Contents

LIBERTY BROADBAND CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

Performance Measures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended  June 30,

 

 

Three months ended  March 31,

 

 

2018

 

2017

 

 

2019

 

2018

 

 

 

 

 

Adjusted

 

 

 

Adjusted

 

 

 

 

 

Adjusted

 

 

 

Adjusted

 

 

Revenue

 

OIBDA

 

Revenue

 

OIBDA

 

 

Revenue

 

OIBDA

 

Revenue

 

OIBDA

 

 

 

(amounts in thousands)

 

 

 

(amounts in thousands)

 

Skyhook

    

$

3,371

    

(1,023)

    

3,073

    

(3,299)

 

    

$

3,458

    

(1,193)

    

11,791

    

6,099

 

Charter

 

 

10,854,000

 

4,022,000

 

10,357,000

 

3,712,000

 

 

 

11,206,000

 

4,060,000

 

10,657,000

 

3,824,000

 

Corporate and other

 

 

 —

 

(1,753)

 

 —

 

(1,656)

 

 

 

 —

 

(1,924)

 

 —

 

(1,539)

 

 

 

10,857,371

 

4,019,224

 

10,360,073

 

3,707,045

 

 

 

11,209,458

 

4,056,883

 

10,668,791

 

3,828,560

 

Eliminate equity method affiliate

 

 

(10,854,000)

 

(4,022,000)

 

(10,357,000)

 

(3,712,000)

 

 

 

(11,206,000)

 

(4,060,000)

 

(10,657,000)

 

(3,824,000)

 

Consolidated Liberty Broadband

 

$

3,371

 

(2,776)

 

3,073

 

(4,955)

 

 

$

3,458

 

(3,117)

 

11,791

 

4,560

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30,

 

 

 

2018

 

2017

 

 

 

 

 

Adjusted

 

 

 

Adjusted

 

 

 

Revenue

 

OIBDA

 

Revenue

 

OIBDA

 

 

 

(amounts in thousands)

 

Skyhook

    

$

15,162

    

5,076

    

6,213

    

(5,859)

 

Charter

 

 

21,511,000

 

7,846,000

 

20,521,000

 

7,272,000

 

Corporate and other

 

 

 

(3,292)

 

 —

 

(3,057)

 

 

 

 

21,526,162

 

7,847,784

 

20,527,213

 

7,263,084

 

Eliminate equity method affiliate

 

 

(21,511,000)

 

(7,846,000)

 

(20,521,000)

 

(7,272,000)

 

Consolidated Liberty Broadband

 

$

15,162

 

1,784

 

6,213

 

(8,916)

 

Other Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2018

 

 

March 31, 2019

 

 

Total

 

Investments

 

Capital

 

 

Total

 

Investments

 

Capital

 

 

assets

 

in affiliates

 

expenditures

 

 

assets

 

in affiliates

 

expenditures

 

 

(amounts in thousands)

 

 

(amounts in thousands)

 

Skyhook

    

$

28,567

    

    

24

 

    

$

18,037

    

    

17

 

Charter

 

 

146,251,000

 

 

4,574,000

 

 

 

147,257,000

 

 

1,665,000

 

Corporate and other

 

 

11,974,361

 

11,891,637

 

 

 

 

12,065,341

 

11,999,494

 

 

 

 

158,253,928

 

11,891,637

 

4,574,024

 

 

 

159,340,378

 

11,999,494

 

1,665,017

 

Eliminate equity method affiliate

 

 

(146,251,000)

 

 —

 

(4,574,000)

 

 

 

(147,257,000)

 

 —

 

(1,665,000)

 

Consolidated Liberty Broadband

 

$

12,002,928

 

11,891,637

 

24

 

 

$

12,083,378

 

11,999,494

 

17

 

I-19


Table of Contents

LIBERTY BROADBAND CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

The following table provides a reconciliation of consolidated segment Adjusted OIBDA to Operating income (loss) and Earnings (loss) before income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months

 

Six months

 

 

Three months ended

 

 

ended June 30,

 

ended June 30,

 

 

March 31,

 

 

2018

 

2017

 

2018

    

2017

 

 

2019

 

2018

 

 

 

(amounts in thousands)

 

 

 

(amounts in thousands)

 

Consolidated segment Adjusted OIBDA

    

$

(2,776)

    

(4,955)

    

1,784

    

(8,916)

 

    

$

(3,117)

    

4,560

 

Stock-based compensation

 

 

(1,396)

 

(1,429)

 

(2,801)

 

(2,877)

 

 

 

(2,616)

 

(1,405)

 

Depreciation and amortization

 

 

(899)

 

(949)

 

(1,808)

 

(1,902)

 

 

 

(468)

 

(909)

 

Operating income (loss)

 

 

(5,071)

 

(7,333)

 

(2,825)

 

(13,695)

 

 

 

(6,201)

 

2,246

 

Interest expense

 

 

(6,035)

 

(4,826)

 

(11,072)

 

(9,381)

 

 

 

(6,543)

 

(5,037)

 

Dividend and interest income

 

 

193

 

459

 

418

 

797

 

 

 

418

 

225

 

Share of earnings (loss) of affiliates, net

 

 

32,911

 

11,467

 

42,213

 

30,389

 

 

 

34,849

 

9,302

 

Realized and unrealized gains (losses) on financial instruments, net

 

 

(2,019)

 

1,370

 

(2,019)

 

2,351

 

Gain (loss) on dilution of investment in affiliate

 

 

(5,205)

 

(6,659)

 

(31,962)

 

(38,797)

 

 

 

(41,403)

 

(26,757)

 

Other, net

 

 

 —

 

 3

 

 —

 

 2

 

 

 

 5

 

 —

 

Earnings (loss) before income taxes

 

$

14,774

 

(5,519)

 

(5,247)

 

(28,334)

 

 

$

(18,875)

 

(20,021)

 

 

 

 

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business, product and marketing strategies; new service and product offerings; the recoverability of our goodwill and other long-lived assets;future expenses; the performance of our equity affiliate, Charter Communications, Inc. (“Charter”); our projected sources and uses of cash; fluctuations in interest rates; and the anticipated non-material impact of certain contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but such statements necessarily involve risks and uncertainties and there can be no assurance that the expectation or belief will result or be achieved or accomplished. The following include some but not all of the factors (as they relate to our consolidated subsidiary and equity affiliate) that could cause actual results or events to differ materially from those anticipated:

·

Charter’s ability to efficiently and effectively integrate acquired operations;

·

the ability of Charter to sustain and grow revenue and cash flow from operations by offering video, Internet, voice, mobile, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in its marketsservice areas and to maintain and grow its customer base, particularly in the face of increasingly aggressive competition, the need for innovation and the related capital expenditures;

·

the impact of competition from other market participants, including but not limited to incumbent telephone companies, direct broadcast satellite operators, wireless broadband and telephone providers, digital subscriber line providers, fiber to the home providers, video provided over the Internet by (i) market participants that have not historically competed in the multichannel video business, (ii) traditional multichannel video distributors, and (iii) content providers that have historically licensed cable networks to multichannel video distributors, and providers of advertising over the Internet;

·

Charter’s ability to efficiently and effectively integrate acquired operations;

·

the effects of governmental regulation on the business of Charter and Skyhook,  including costs, disruptions and possible limitations on Charter’s operating flexibility related to, and its ability to comply with, regulatory conditions applicable to Charter as a result of previous mergers;

·

general business conditions, economic uncertainty or downturn, unemployment levels and the level of activity in the housing sector;

·

Charter’s ability to obtain programming at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher programming costs (including retransmission consents);

·

Charter’s ability to develop and deploy new products and technologies, including mobile products, cloud-based user interface, Spectrum Guide®, and downloadable security for set top boxes, and any other cloud-based consumer services and service platforms;

·

failure to protect the security of personal information about the customers of our operating subsidiary and equity affiliate, subjecting us to costly government enforcement actions or private litigation and reputational damage;

·

changes in, or failure or inability to comply with, government regulations, including, without limitation, regulations of the Federal Communications Commission, and adverse outcomes from regulatory proceedings;

·

the effects of governmental regulation on the business of our equity affiliate and our operating subsidiary, including costs, disruptions and possible limitations on Charter’s operating flexibility related to, and its ability to comply with, regulatory conditions applicable to Charter as a result of the Time Warner Cable Merger and the Bright House Transaction (each as defined below and collectively, the “Transactions”);

·

any events that disrupt Charter’s or Skyhook’s networks, information systems or properties and impair itstheir operating activities or negatively impact their respective reputation;

·

the ability to retain and hire key personnel;

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·

the ability of suppliers and vendors to deliver products, equipment, software and services;

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·

the outcome of any pending or threatened litigation;

·

changes in the nature of key strategic relationships with partners, vendors and joint venturers;

·

the availability and access, in general, of funds to meet debt obligations prior to or when they become due and to fund operations and necessary capital expenditures, either through (i) cash on hand, (ii) free cash flow, or (iii) access to the capital or credit markets;

·

the ability of Charter and our company to comply with all covenants in their and our respective debt instruments, any violation of which, if not cured in a timely manner, could trigger a default of other obligations under cross-default provisions; and

·

our ability to successfully monetize certain of our assets.

For additional risk factors, please see Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017.2018. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.

The following discussion and analysis provides information concerning our results of operations and financial condition. This discussion should be read in conjunction with our accompanying condensed consolidated financial statements and the notes thereto and our Annual Report on Form 10-K for the year ended December 31, 2017. Additionally, see note 2 to the accompanying condensed consolidated financial statements for an overview of new accounting standards that we have adopted or that we plan to adopt that have had or may have an impact on our financial statements.2018.

Overview

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 Corporation (“Liberty Broadband” or the “Company”), and to distribute subscription rights to acquire shares of Liberty Broadband’s common stock (the “Broadband Spin-Off”).stock. Liberty Broadband was formed in 2014 as a Delaware corporation. At the time

Through a number of the Broadband Spin-Off,prior years’ transactions, Liberty Broadband was comprised of (i) Liberty’s formerhas acquired an interest in Charter Communications, Inc. (“Legacy Charter”), (ii) Liberty’s former wholly-owned subsidiary TruePosition, Inc., (iii) Liberty’s former minority equity investment in Time Warner Cable, Inc. (“Time Warner Cable,” “TWC,” or “Legacy TWC”), (iv) certain deferred tax liabilities, as well as liabilities related to the Time Warner Cable written call options and (v) initial indebtedness, pursuant to margin loans entered into prior to the completion of the Broadband Spin-Off. The Broadband Spin-Off was accounted for at historical cost due to the pro rata nature of the distribution to holders of Liberty common stock.

On May 18, 2016, Time Warner Cable merged with Legacy Charter (the “Time Warner Cable Merger”). In connection with the Time Warner Cable Merger, Legacy Charter underwent a corporate reorganization, resulting in CCH I, LLC, a former subsidiary of Legacy Charter (“Charter”), becoming the new publicly traded parent company. Also on May 18, 2016, the previously announced acquisition of Bright House Networks, LLC (“Bright House”) from Advance/Newhouse Partnership (“A/N”) by Charter (the “Bright House Transaction”) was completed. In connection with the Time Warner Cable Merger and Bright House Transaction, Liberty Broadband entered into certain agreements with Legacy Charter, Charter, Liberty Interactive Corporation, now known as Qurate Retail, Inc. (“Qurate Retail”) effective April 9, 2018, and Time Warner Cable. In connection with the Time Warner Cable Merger and Bright House Transaction, Liberty Broadband exchanged its shares of Time Warner Cable for shares of Charter and purchased additional shares of Charter. As a result, and pursuantPursuant to proxy agreements with GCI Liberty Inc. and A/N,Advance/Newhouse Partnership, Liberty Broadband controls 25.01% of the aggregate voting power of Charter. In addition, in connection with the Time Warner Cable Merger, Liberty Broadband funded its purchase of shares of Charter Class A common stock using proceeds of $4.4 billion related to subscriptions for approximately 78.3 million newly issued shares of Liberty Broadband Series C common stock.

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The Company’s wholly owned subsidiary, Skyhook Holding, Inc. (“Skyhook”), focuses on the development and sale of Skyhook’s device-based location technology. Skyhook markets and sells two primary products: (1) a location determination service called the Precision Location Solution; and (2) a location intelligence and data insights service called Geospatial Insights.

The financial information represents a consolidation of the historical financial information of Skyhook, Liberty Broadband’s interest in Charter and certain deferred tax liabilities. This financial information refers to the consolidation of the aforementioned subsidiary, investments, and financial instruments, as “Liberty Broadband,” “the Company,” “us,” “we” and “our” here and in the notes to the accompanying condensed consolidated financial statements.

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Results of Operations—Consolidated—June 30,March 31, 2019 and 2018 and 2017

Consolidated operating results:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Six months ended

 

 

Three months ended

 

 

June 30,

 

June 30,

 

 

March 31,

 

 

2018

 

2017

 

2018

 

2017

 

 

2019

 

2018

 

 

(amounts in thousands)

 

 

(amounts in thousands)

 

Revenue

    

$

3,371

    

3,073

    

15,162

    

6,213

 

    

$

3,458

    

11,791

 

Operating expense

 

 

500

 

706

 

966

 

1,320

 

 

 

2,216

 

1,892

 

Research and development

 

 

1,519

 

2,339

 

2,945

 

4,502

 

Selling, general and administrative

 

 

4,128

 

4,983

 

9,467

 

9,307

 

 

 

4,359

 

5,339

 

Stock-based compensation

 

 

1,396

 

1,429

 

2,801

 

2,877

 

 

 

2,616

 

1,405

 

Depreciation and amortization

 

 

899

 

949

 

1,808

 

1,902

 

 

 

468

 

909

 

Operating income (loss)

 

 

(5,071)

 

(7,333)

 

(2,825)

 

(13,695)

 

 

 

(6,201)

 

2,246

 

Less impact of stock-based compensation and depreciation and amortization

 

 

2,295

 

2,378

 

4,609

 

4,779

 

 

 

3,084

 

2,314

 

Adjusted OIBDA

 

$

(2,776)

 

(4,955)

 

1,784

 

(8,916)

 

 

$

(3,117)

 

4,560

 

 

Revenue

Revenue increased $298 thousand and $8.9decreased $8.3 million for the three and six months ended June 30, 2018,  respectively,March 31, 2019, as compared to the corresponding periodsperiod in the prior year. The increasedecrease in revenue for the sixthree months ended June 30, 2018,March 31, 2019, as compared to the corresponding period in the prior year, was primarily due to a  new license agreement entered into duringin the period.prior year. On February 16, 2018, Skyhook entered into a license agreement pursuant to which Skyhook agreed to grant to the licensee a perpetual, non-exclusive, non-transferable, worldwide license to patents and patent applications owned by Skyhook. In exchange for this grant, the licensee agreed to pay a one-time lump sum payment of $8.5 million that was recognized as revenue during the three months ended March 31, 2018.

Operating expense research and development, and selling, general and administrative expenses

Operating expense decreasedincreased by $206 thousand and $354 thousand$0.3 million for the three and six months ended June 30, 2018, respectively,March 31, 2019, as compared to the corresponding periods in the prior year. Research and development expense decreased by $820 thousand and $1.6 million for the three and six months ended June 30, 2018, respectively, as compared to the corresponding periodsperiod in the prior year.  The decreasesincreases in operating expense and research and development expense were primarily due to headcount reductionsincreased personnel, data acquisition and other cost containment measures taken by Skyhook in late 2017.cloud computing costs. Selling, general, and administrative expense decreased by $855 thousand and increased by $160 thousand$1.0 million for the three and six months ended June 30, 2018, respectively,March 31, 2019, as compared to the corresponding periodsperiod in the prior year. The decrease in selling, general and administrative expense during the three-monththree month period was primarily due to headcount reductions and other cost containment measures taken by Skyhook in late 2017. The increase in selling, general and administrative expense during the six-month period was primarily as a result of increased legal expenses of $925 thousand$0.8 million and other costs associated with the license agreement in the prior year, partially offset by decreased expenses resulting from headcount reductions and other cost containment measures taken by Skyhook in late 2017.

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increased corporate costs. 

Stock-based compensation

The decreaseincrease in stock-based compensation expense of $33 thousand and $76 thousand$1.2 million for the three and six months ended June 30, 2018, respectively,March 31, 2019, as compared to the corresponding periodsperiod in the prior year, was primarily due to a reductionan increase in the fair valuenumber of outstanding grants, partially offset by additional grantsoptions to purchase shares of awards, andLiberty Broadband Series C common stock granted during the ongoing vestingfirst quarter of outstanding grants.2019.

Depreciation and amortization

Depreciation and amortization expense decreased by $50 thousand and $94 thousand$0.4 million during the three and six months ended June 30, 2018,March 31, 2019, as compared to the corresponding periodsperiod in the prior year, due to certain assets becoming fully depreciated.

Operating income (loss)

Operating incomeloss increased $2.3 million and $10.9$8.4 million for the three and six months ended June 30, 2018,  respectively,March 31, 2019, as compared to the corresponding periodsperiod in the prior year due to the items discussed above.

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Adjusted OIBDA

We define Adjusted OIBDA as revenue less operating expenses and selling, general and administrative expenses (excluding stock-based compensation). Our chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate our businesses and make decisions about allocating resources among our businesses. We believe this is an important indicator of the operational strength and performance of our businesses, including each business’s ability to service debt and fund capital expenditures. In addition, this measure allows us to view operating results, perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance excludes such costs as depreciation and amortization, stock-based compensation, separately reported litigation settlements and restructuring and impairment charges that are included in the measurement of operating income pursuant to generally accepted accounting principles in the United States (“GAAP”). Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. See note 98 to the accompanying condensed consolidated financial statements for a reconciliation of Adjusted OIBDA to Operating income (loss) and Earnings (loss) before income taxes.

Adjusted OIBDA increased $2.2 million and $10.7decreased $7.7 million during the three and six months ended June 30, 2018,  respectively,March 31, 2019, as compared to the corresponding periodsperiod in the prior year. The increasedecrease in Skyhook Adjusted OIBDA for the three and six months ended June 30, 2018,March 31, 2019, as compared to the corresponding periodsperiod in the prior year, was due primarily to the newa license agreement entered into during the three months ended March 31, 2018, coupled with lowerhigher operating expenses resulting from headcount reductionsincreased personnel, data acquisition, cloud computing and other cost containment measures discussed above,corporate costs, partially offset by increased legal expenses and other costs associated with the license agreement discussed above.

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Other Income and Expense

Components of Other income (expense) are presented in the table below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Six months ended

 

 

Three months ended

 

 

June 30,

 

June 30,

 

 

March 31,

 

 

2018

 

2017

 

2018

 

2017

 

 

2019

 

2018

 

 

(amounts in thousands)

 

 

(amounts in thousands)

 

Other income (expense):

    

 

    

    

 

    

    

    

    

 

    

 

    

    

 

 

Interest expense

 

$

(6,035)

 

(4,826)

 

(11,072)

 

(9,381)

 

 

$

(6,543)

 

(5,037)

 

Dividend and interest income

 

 

193

 

459

 

418

 

797

 

 

 

418

 

225

 

Share of earnings (losses) of affiliates

 

 

32,911

 

11,467

 

42,213

 

30,389

 

 

 

34,849

 

9,302

 

Realized and unrealized gains (losses) on financial instruments, net

 

 

(2,019)

 

1,370

 

(2,019)

 

2,351

 

Gain (loss) on dilution of investment in affiliate

 

 

(5,205)

 

(6,659)

 

(31,962)

 

(38,797)

 

 

 

(41,403)

 

(26,757)

 

Other, net

 

 

 —

 

 3

 

 —

 

 2

 

 

 

 5

 

 —

 

 

$

19,845

 

1,814

 

(2,422)

 

(14,639)

 

 

$

(12,674)

 

(22,267)

 

Interest expense

Interest expense increased $1.2 million and $1.7$1.5 million during the three and six months ended June 30, 2018, respectively,March 31, 2019, as compared to the corresponding periodsperiod in the prior year. The increase was primarily dueattributable to additional amounts outstanding on the Amended 2017 Margin Loan, as well as an increase in our weighted average interest rate during the current period as compared to corresponding periodsperiod in the prior year.

Dividend and interest income

Dividend and interest income decreased $266 thousand and $379increased $193 thousand during the three and six months ended June 30, 2018, respectively,March 31, 2019, as compared to the corresponding periodsperiod in the prior year. The decreaseincrease in dividend and interest income for the three and six months ended June 30, 2018,March 31, 2019, as compared to the corresponding periodsperiod in the prior year, was the result of lower cash balances in the current period.increased interest rates.  

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Share of earnings (losses) of affiliates

Share of earnings of affiliates increased $21.4 million and $11.8$25.5 million during the three and six months ended June 30, 2018, respectively,March 31, 2019, as compared to the corresponding periodsperiod in the prior year. The Company’s Share of earnings (losses) of affiliates line item in the accompanying condensed consolidated statements of operations includes expenses of $29.2$25.6 million and $16.6$28.7 million, net of related taxes, for the three months ended June 30,March 31, 2019 and 2018, and 2017, respectively, and expenses of $57.9 million and $28.7 million, net of related taxes, for the six months ended June 30, 2018 and 2017, respectively, due to the increase in excess basis of assets with identifiable useful lives and debt, which was primarily due to Charter’s share buyback program.program, partly offset by a realignment with Charter’s debt retirements. The increase in the share of earnings of affiliates in the three and six months ended June 30, 2018,  respectively,March 31, 2019, as compared to the corresponding periodsperiod in the prior year, was the result of increased net income at Charter.

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The following is a discussion of Charter’s results of operations. In order to provide a better understanding of Charter’s operations, we have included a summarized presentation of Charter’s results from operations.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Six months ended

 

 

Three months ended

 

June 30,

 

June 30,

 

 

March 31,

 

2018

 

2017

 

2018

 

2017

 

 

2019

 

2018

 

(amounts in millions)

 

 

(amounts in millions)

Revenue

    

$

10,854

    

10,357

 

21,511

    

20,521

 

    

$

11,206

    

10,657

Operating expenses, excluding stock-based compensation

 

 

(6,832)

 

(6,645)

 

(13,665)

 

(13,249)

 

 

 

(7,146)

 

(6,833)

Adjusted OIBDA

 

 

4,022

 

3,712

 

7,846

 

7,272

 

 

 

4,060

 

3,824

Depreciation and amortization

 

 

(2,592)

 

(2,595)

 

(5,302)

 

(5,145)

 

 

 

(2,550)

 

(2,710)

Stock-based compensation

 

 

(70)

 

(65)

 

(142)

 

(134)

 

 

 

(85)

 

(72)

Operating income

 

 

1,360

 

1,052

 

2,402

 

1,993

 

 

 

1,425

 

1,042

Other expenses, net

 

 

(980)

 

(809)

 

(1,771)

 

(1,514)

 

 

 

(989)

 

(791)

Net earnings (loss) before income taxes

 

 

380

 

243

 

631

 

479

 

 

 

436

 

251

Income tax benefit (expense)

 

 

(41)

 

(48)

 

(69)

 

(73)

 

 

 

(119)

 

(28)

Net earnings (loss)

 

$

339

 

195

 

562

 

406

 

 

$

317

 

223

 

Charter net earnings increased $144 million and $156$94 million for the three and six months ended June 30, 2018,  respectively,March 31, 2019, as compared to the corresponding periodsperiod in the prior year.

Charter’s revenue increased $497 million and $990$549 million for the three and six months ended June 30, 2018,  respectively,March 31, 2019,  as compared to the corresponding periodsperiod in the prior year, primarily due to increases in the number of residential Internet and commercial business customers, price adjustments as well as price adjustmentsthe launch of Charter’s mobile service in the second half of 2018 offset by a decrease in residential video and voice customers.

 

The increase in revenue during the three and six months ended June 30, 2018March 31, 2019 was partially offset by the net impact of an increase in operating expenses, excluding stock-based compensation, of $187$313 million, and $416 million, respectively, as compared to the corresponding periodsperiod in the prior year. Operating costs increased primarily due to rising programming costs and incremental costs comprised of mobile device costs, mobile launch costs, and mobile service and operating costs.

 

Programming costs increased as a result of contractual rate adjustments, including renewals and increases in amounts paid for retransmission consents higher expanded basic video package customers partly offset by one-time programming benefitslower video customers and pay-per-view during the three and six months ended June 30, 2018.March 31,  2019. Charter expects programming expenses will continue to increase due to a variety of factors, including annual increases imposed by programmers with additional selling power as a result of media consolidation, increased demands by owners of broadcast stations for payment for retransmission consent or linking carriage of other services to retransmission consent, and additional programming, particularly new services. Charter has been unable to fully pass these increases on to its customers nor does it expect to be able to do so in the future without a potential loss of customers.

 

Charter’s Adjusted OIBDA for the three and six months ended June 30, 2018March 31, 2019 increased as a result of the discussion above.

 

Depreciation and amortization expense decreased $3$160 million and increased $157 million during the three and six months ended June 30, 2018, respectively, as compared to the corresponding periods in the prior year. The decrease during the three months ended June 30, 2018March 31, 2019, as compared to the corresponding period in 2017the prior year. The decrease was primarily due to a decrease in depreciation and

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amortization onas certain assets acquired from TWCTime Warner Cable, Inc. (“TWC” or “Legacy TWC”) and Bright House. Both time periods were also impactedHouse Networks, LLC become fully depreciated offset by an increase in depreciation as a result of more recent capital expenditures, offset by certain assets becoming fully depreciated.expenditures.

 

Charter’s results were also impacted by an increase in other expenses, net of $171 million and $257$198 million for the three and six months ended June 30, 2018, respectively.March 31, 2019. The increase in other expenses, net was primarily due to additional interest expense that was recognized duringfor the three and six months ended June 30, 2018,March 31, 2019, as compared to the corresponding periods in the prior year. The increase in interest expense that was recognized during the three and six months ended June 30, 2018, as compared to the corresponding periodsperiod in the prior year, was primarily due to an impairment on Charter’s equity-method investments of approximately $110 million, as well as increased interest expense, net of $74 million as a result of an increase in weighted average

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debt outstanding, primarily due to the issuance of notes throughout 2017 and 2018 for general corporate purposes including stock buybacks.outstanding. 

 

Income tax expense decreased $7 million and $4increased $91 million for the three and six months ended June 30, 2018,  respectively,March 31, 2019, as compared to the corresponding periodsperiod in the prior year. Income tax expense decreasedincreased year over year primarily as a result of the impacts of federal tax reform and state tax rate changes offset by higher pretax income and lower excess tax benefits from share-based compensation.  

Realized and unrealized gains (losses) on financial instruments, net

Realized and unrealized gains on financial instruments, net declined $3.4 million and $4.4 million for the three and six months ended June 30, 2018,  respectively, as compared to the corresponding periods in the prior year due to losses during related to the zero-strike call options (see discussion in note 4 to the accompanying condensed consolidated financial statements). 

Gain (loss) on dilution of investment in affiliate

The loss on dilution of investment in affiliate decreasedincreased by $1.5 million and $6.8$14.6 million during the three and six months ended June 30, 2018, respectively,March 31, 2019, as compared to the corresponding periodsperiod in the prior year, primarily due to a decreasean increase in issuance of Charter common stock from the exercise of stock options held by employees and other third parties, at prices below Liberty Broadband’s book basis per share. As Liberty Broadband’s ownership in Charter changes due to exercises of Charter stock options, a loss is recorded with the effective sale of common stock, because the exercise price of Charter stock options is typically lower than the book value of the Charter shares held by Liberty Broadband.

Other, net

Other, net during the three and six months ended June 30, 2017 was primarily attributable to tax penalties.

Income tax benefit (expense)

During the three and six months ended June 30, 2018, we had an income tax expense of $4.2 million and an income tax benefit of $0.8 million, respectively, and the effective rate was approximately 28.4% and 14.4%, respectively. For the three and six months ended June 30, 2017,March 31, 2019, we had an income tax benefit of $2.5$4.6 million and $10.9the effective rate was approximately 24.2%. For the three months ended March 31, 2018, we had an income tax benefit of $5.0 million respectively, and the effective tax rate was approximately 46.1% and 38.5%, respectively.24.7%. The difference between the effective income tax rate of 28.4%24.2% and the U.S. Federal income tax rate of 21% for the three months ended June 30, 2018March 31, 2019 was primarily due to unrealized losses attributable to the Company’s own stock which is not recognized for tax purposes and the effect of state income taxes. The difference between the effective income tax rate of 14.4%24.7% and the U.S. Federal income tax rate of 21% for the sixthree months ended June 30,March 31, 2018 was primarily due to unrealized losses attributable to the Company’s own stock which is not recognized for tax purposes, partially offset by the effect of state income taxes. The difference between the effective income tax rate of 46.1% and the U.S. Federal income tax rate of 35% for the three months ended June 30, 2017 is primarily due to unrealized gains attributable to the Company’s own stock which is not recognized for tax purposes. The difference between the effective income tax rate of 38.5% and the U.S. Federal income tax rate of 35% for the six months ended June 30, 2017 is primarily due to unrealized gain attributable to the Company’s own stock, which is not recognized for tax purposes.

Liquidity and Capital Resources

As of June 30, 2018,March 31, 2019, substantially all of our cash and cash equivalents are invested in U.S. Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated financial and corporate debt instruments.

The following are potential sources of liquidity: available cash balances, cash generated by the operating activities of our privately-owned subsidiaries (to the extent such cash exceeds the working capital needs of the subsidiaries and is not otherwise restricted), proceeds from asset sales, monetization of our investments, outstanding debt facilities, including $475 million available to be drawn under our Amended 2017 Margin Loan Facility (as defined in note 5 to the accompanying condensed consolidated financial statements) until August 27, 2019, debt and equity issuances, and dividend and interest receipts.

As of March 31, 2019, Liberty Broadband had a cash balance of $73 million.

 

 

 

 

 

 

 

 

 

Three months ended  March 31,

 

 

 

2019

 

2018

 

 

 

(amounts in thousands)

 

Cash flow information

    

 

    

    

    

 

Net cash provided (used) by operating activities

 

$

(11,561)

 

(3,696)

 

Net cash provided (used) by investing activities

 

$

(17)

 

(14)

 

Net cash provided (used) by financing activities

 

$

1,653

 

541

 

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million available to be drawn under our 2017 Margin Loan Facility until August 31, 2018, debt and equity issuances, and dividend and interest receipts.

As of June 30, 2018, Liberty Broadband had a cash balance of $52 million. 

 

 

 

 

 

 

 

 

 

Six months ended June 30,

 

 

 

2018

 

2017

 

 

 

(amounts in thousands)

 

Cash flow information

    

 

    

    

    

 

Net cash provided (used) by operating activities

 

$

(6,593)

 

(11,314)

 

Net cash provided (used) by investing activities

 

$

(24)

 

(3)

 

Net cash provided (used) by financing activities

 

$

(22,178)

 

2,342

 

The decreaseincrease in cash used by operating activities in the sixthree months ended June 30, 2018,March 31, 2019, as compared to the corresponding period in the prior year, was primarily driven by the increasedecrease in operating income in the current period, as well as the timing of differences in cash receipts and payments.

During the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, net cash flows from financing activities were primarily related to the settlementissuance of common stock upon the zero-strike call options (see note 4 to the accompanying condensed consolidated financial statements). Net cash flows from financing activities for the six months ended June 30, 2018 was also driven by a drawdown on the 2017 Margin Loan Facility.exercise of stock options.

The projected use of our cash will be primarily to fund any operational needs of our subsidiary, to service debt, to fund potential investment opportunities, and refinance Liberty Broadband’s margin loans, under its Amended 2017 Margin Loan Facility, that come due in 2019.2020. We expect corporate cash to cover corporate expenses for the foreseeable future.    

 

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk in the normal course of business due to our ongoing investing and financial activities. Market risk refers to the risk of loss arising from adverse changes in stock prices and interest rates. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies, procedures and internal processes governing our management of market risks and the use of financial instruments to manage our exposure to such risks.

We are exposed to changes in interest rates primarily as a result of our borrowing and investment activities, which could include investments in fixed and floating rate debt instruments and borrowings used to maintain liquidity and to fund business operations. The nature and amount of our long-term and short-term debt are expected to vary as a result of future requirements, market conditions and other factors. We manage our exposure to interest rates by maintaining what we believe is an appropriate mix of fixed and variable rate debt. We believe this best protects us from interest rate risk. In the future, we could achieve this mix by (i) issuing fixed rate debt that we believe has a low stated interest rate and significant term to maturity, (ii) issuing variable rate debt with appropriate maturities and interest rates and (iii) entering into interest rate swap arrangements when we deem appropriate. As of June 30, 2018,March 31, 2019, our debt is comprised of the following amounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable rate debt

Variable rate debt

 

Fixed rate debt

 

Variable rate debt

 

Fixed rate debt

 

Principal

Principal

    

Weighted avg

    

Principal

    

Weighted avg

 

Principal

    

Weighted avg

    

Principal

    

Weighted avg

 

amount

amount

 

interest rate

 

amount

 

interest rate

 

amount

 

interest rate

 

amount

 

interest rate

 

(dollar amounts in millions)

(dollar amounts in millions)

 

(dollar amounts in millions)

 

$

525

 

3.8%

 

$

 —

 

NA

 

525

 

4.10%

 

$

 —

 

NA

 

 

Our stock in Charter (our equity method affiliate) is publicly traded and not reflected at fair value in our balance sheet. Our investment in Charter is also subject to market risk that is not directly reflected in our financial statements.

Item 4. Controls and Procedures

In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company carried out an evaluation, under the supervision and with the participation of management, including its chief executive officer and its principal accounting and financial officer (the "Executives"), of the effectiveness of its disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Executives concluded that the Company's disclosure controls and procedures were effective as of June 30, 2018March 31, 2019 to provide reasonable assurance that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

There has been no change in the Company's internal control over financial reporting that occurred during the three and six months ended June 30, 2018March 31, 2019 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

 

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Our Annual Report on Form 10-K for the year ended December 31, 20172018 includes "Legal Proceedings" under Item 3 of Part I. There have been no material changes from the legal proceedings described in our Form 10-K, except as described below.

Charter and Liberty Broadband – Delaware litigation

In August 2015, a purported stockholder of Charter, Matthew Sciabacucchi, filed a lawsuit in the Delaware Court of Chancery, on behalf of a putative class of Charter stockholders, challenging the transactions involving Charter, TWC, A/N, and Liberty Broadband announced by Charter on May 26, 2015. The lawsuit, which named as defendants Liberty Broadband, Charter and its board of directors, alleged that the challenged transactions resulted from breaches of fiduciary duty by Charter’s directors and that Liberty Broadband improperly benefited from the challenged transactions at the expense of other Charter stockholders. Charter and its directors moved to dismiss the lawsuit. In July 2018, the Court of Chancery granted the motion in part and denied it in part, thus permitting theThe lawsuit to proceedhas proceeded to the discovery phase. Charter denies any liability, believes that it has substantial defenses, and intends to vigorously defend this lawsuit. Although Charter is unable to predict the outcome of this lawsuit, it does not expect the outcome will have a material effect on its operations, financial condition or cash flows.

Other Charter Proceedings

The California Attorney General and the Alameda County, California District Attorney are investigating whether certain of Charter’s waste disposal policies, procedures and practices are in violation of the California Business and Professions Code and the California Health and Safety Code. That investigation was commenced in January 2014. A similar investigation involving TWC was initiated in February 2012. Charter is cooperating with these investigations. While Charter is unable to predict the outcome of these investigations, it does not expect that the outcome will have a material effect on its operations, financial condition, or cash flows.

On December 19, 2011, Sprint Communications Company L.P. (“Sprint”) filed a complaint in the U.S. District Court for the District of Kansas alleging that Legacy TWC infringed certain U.S. patents purportedly relating to VoIP services. A trial began on February 13, 2017. On March 3, 2017At trial, the jury returned a verdict of $140 million against Legacy TWC and further concluded that Legacy TWC had willfully infringed Sprint’s patents.  The court subsequently declined to enhance the damage award as a result of the purported willful infringement and awarded Sprint an additional $6 million, representing pre-judgment interest on the damages award.  Charter has appealed the case to the United States Court of Appeals for the Federal Circuit.Circuit where it lost the appeal. Charter expects to petition the Supreme Court as Charter continues to pursue its appeal rights. In addition to its appeal, Charter continues to pursue indemnity from one of its vendors and has brought a patent suit against Sprint (TC Tech LLC v. Sprint) in the U.S. District Court for the District of Delaware implicating Sprint'sSprint’s LTE technology. Charter does not expect that the outcome of this litigation will have a material adverse effect on its operations or financial condition.  The ultimate outcomeoutcomes of this litigation orappeal of the Sprint Kansas case, the pursuit of indemnity against Charter’s vendor and the TC Tech litigation cannot be predicted.

Sprint filed a second suit against Charter on December 2, 2017 in the United States District Court for the District of Delaware.  ThisThe suit alleges infringement of 15 patents related to Charter's provision of VoIP services (ten of which were already asserted against Legacy TWC in the matter described above).  Charter is investigating the allegations and will vigorously defend this case.  While Charter is unable to predict the outcome of its investigations,this Sprint suit, it does not expect that this litigation will have a material effect on its operations, financial condition, or cash flows.

Sprint filed anothera third suit against Charter on May 17, 2018 in the United States District Court for the Eastern District of Virginia allegingVirginia.  This suit alleges infringement of three patents related to Charter’sCharter's video on demand services. Charter is investigating the allegations and will vigorously defend this case. The parties recently agreed to transfer this case to the case.United States District Court for the District of Delaware. While Charter is unable to predict the outcome of its investigations,this litigation, it does not expect that this litigation will have a material effect on its operations, financial condition, or cash flows.

On October 23, 2015, the New York Office of the Attorney General (the “NY AG”) began an investigation of Legacy TWC's advertised Internet speeds and other Internet product advertising. On February 1, 2017, the NY AG filed suit in the Supreme Court for the State of New York alleging that Legacy TWC’s advertising of Internet speeds was false and misleading. The suit seeks restitution and injunctive relief.  Charter had moved to dismiss the NY AG’s complaint, but the trial court denied the motion and Charter has appealed the ruling. Charter intends to defend itself vigorously. Although no

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assurances can be made that such defenses would ultimately be successful, Charter does not expect that the outcome of this litigation will have a material adverse effect on its operations, financial condition or cash flows.

During this period, theThe New York Public Service Commission (the “PSC”) has, the regulator for the cable and telecommunication industries in New York (whose Chair directs and operates as the Chief Executive Officer of the New York State Department of Public Service (“DPS”)), issued multiple orders against Charter including denying a simple franchise transfer of a small upstate New York cable system that Charter had planned to quickly upgrade to bring robust broadband services to the community for the first time. These orders include two orders on July 27, 2018 relating to the agreement by which the PSC approved Charter’s merger with Time Warner Cable.TWC. One order rejected Charter’s arguments as to why Charter has complied with the merger conditions and findsdetermined that Charter had failed to satisfy one of its merger conditions by not extending its high speed broadband network according to the PSC’s recent interpretation of which homes and businesses Charter built to should count, and it directscount.  The order further directed the initiation of a court action to impose financial and other penalties on Charter. The second order based primarily upon Charter’s progress in meeting its broadband expansion commitment as judged by the PSC, rescindspurported to rescind the PSC’s January 2016 approval of Charter’s acquisition of Time Warner Cable’smerger with TWC’s New York operations and directs Charter to submit a plan to effect an orderly transition to a successor provider or providers and for Charter to cease operations in New York within six months of the order. Such plan has been ordered to be submitted within 60 daysAs the DPS and Charter entered into discussions about the possibility of resolving the July 27, 2018 order.PSC related matters, the PSC extended such deadline. On July 30, 2018, the PSC filed a petition for penalties and injunctive relief in the Supreme Court of the State of New York seeking penalties of $100,000 per day from June 18, 2018 and until Charter complies with the PSC order andPSC’s interpretation of the merger conditions. The petition also seeks injunctive relief from the court to enjoin failure to comply with the New York State Public Service Laws or any regulation or order of the DPS. The petition has been stayed while Charter and the PSC have been engaged in negotiation.

On April 19, 2019, DPS and Charter jointly presented to the PSC a proposed settlement to resolve these disputes, subject to final approval by the PSC. If approved by the PSC, the settlement will resolve all outstanding matters regarding these disputes. No penalties or forfeiture will be assessed as a result of the agreement, and the agreement specifically provides that Charter has not been found to have committed, nor has it admitted to any violation. The incremental operating and capital expenditures to be incurred by Charter to meet the buildout and other requirements of the settlement agreement will not have a material impact on Charter’s consolidated financial condition, results of operations or liquidity.

The agreement has been made public and will be published for public comment and review under the New York State Administrative Procedure Act. Following publication, the agreement is subject to a 60-day public comment period. Should the PSC not approve the settlement agreement, or should it choose to modify the settlement such that Charter does not accept such modified settlement terms, Charter would defend itself against the actions brought by the PSC. Charter continues tocannot predict whether the PSC will approve the proposed settlement following the comment period nor can it preclude the potential for future negotiations with DPS and a further approval process with the PSC. Should the settlement not be approved and the pending actions proceed, and although Charter believes any such actions by the PSC would be without merit and does not believe that its plain readingthe results of the merger conditions is correct and that it is in compliance withproceedings would have a material adverse effect on Charter, Charter cannot predict the merger conditions. Charter has substantial defenses and appeal rights regarding the actionsoutcome of the PSC claims.  No assurance can be given that should an adverse outcome result, that it would not be material to Charter’s consolidated financial condition, results of operations or liquidity.  Likewise, Charter cannot reasonably estimate a range of possible losses in the event of an adverse result.

In addition to the Sprint litigation described above, Charter is a defendant or co-defendant in several additional lawsuits involving alleged infringement of various intellectual property relating to various aspects of its businesses. Other industry participants are also defendants in certain of these cases. In the event that a court ultimately determines that Charter infringes on any intellectual property, Charter may be subject to substantial damages and/or an injunction that could require Charter or its vendors to modify certain products and is aggressively defending against these unprecedented actions. We expect these proceedingsservices it offers to continue for upits subscribers, as well as negotiate royalty or license agreements with respect to several years.the intellectual property at issue. While Charter believes the actions by the PSClawsuits are without merit and intends to defend the actions vigorously, and does not believe the results of the proceedings will have a material adverse effect on Charter, no assurance can be given that should anany adverse outcome result, it would not be material to Charter’s consolidated financial condition, results of operations, or liquidity. Charter cannot predict the outcome of the PSCany such claims nor can it reasonably estimate a range of possible lossloss.

Charter is party to other lawsuits, claims and regulatory inquiries that arise in the eventordinary course of anconducting its business. The ultimate outcome of these other legal matters pending against Charter or its subsidiaries cannot be predicted, and although such lawsuits and claims are not expected individually to have a material adverse result.effect on our or Charters’ consolidated financial condition, results of operations, or liquidity, such lawsuits could have in the aggregate a material adverse effect on ours or Charter’s consolidated financial condition, results of operations, or liquidity. Whether or not Charter ultimately prevails in any particular lawsuit or claim, litigation can be time consuming and costly and injure its reputation.

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

There were no repurchases of Liberty Broadband Series A, B or C common stock during the period.

During the three months ended June 30, 2018,March 31, 2019, no shares of Liberty Broadband Series A common stock and no Series C common stock were surrendered by certain of our officers and employees to pay withholding taxes and other deductions in connection with the vesting of their restricted stock.

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Item 6. Exhibits

(a)

Exhibits

Listed below are the exhibits which are filed as a part of this Report (according to the number assigned to them in Item 601 of Regulation S-K):

 

 

 

10.1

Form of Amended and Restated Indemnification Agreement between the Registrant and its executive officers/directors.*

31.1

 

Rule 13a-14(a)/15d-14(a) Certification*

31.2

 

Rule 13a-14(a)/15d-14(a) Certification*

32

 

Section 1350 Certification**

101.INS

 

XBRL Instance Document*

101.SCH

 

XBRL Taxonomy Extension Schema Document*

101.CAL

 

XBRL Taxonomy Calculation Linkbase Document*

101.LAB

 

XBRL Taxonomy Label Linkbase Document*

101.PRE

 

XBRL Taxonomy Presentation Linkbase Document*

101.DEF

 

XBRL Taxonomy Definition Document*


*     Filed herewith

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**   Furnished herewith

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

 

    

LIBERTY BROADBAND CORPORATION

 

 

 

Date: AugustMay 2, 20182019

 

By:

/s/ GREGORY B. MAFFEI

 

 

 

Gregory B. Maffei

President and Chief Executive Officer

 

 

 

 

Date: AugustMay 2, 20182019

 

By:

/s/ MARK D. CARLETON

 

 

 

Mark D. Carleton

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

 

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