Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 30, 2016 | |
Entity Registrant Name | Liberty Broadband Corp | |
Entity Central Index Key | 1,611,983 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Class A common stock | ||
Entity Common Stock, Shares Outstanding | 26,192,159 | |
Class B common stock | ||
Entity Common Stock, Shares Outstanding | 2,467,509 | |
Class C common stock | ||
Entity Common Stock, Shares Outstanding | 74,708,203 |
Condensed Combined Balance Shee
Condensed Combined Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 785,140 | $ 655,079 |
Trade and other receivables, net | 873 | 2,462 |
Short-term marketable securities | 77,685 | 9,014 |
Other current assets | 3,482 | 11,692 |
Total current assets | 867,180 | 678,247 |
Investments in available-for-sale securities | 484,084 | 439,560 |
Investments in affiliates, accounted for using the equity method | 2,301,210 | 2,372,699 |
Property and equipment, net | 1,137 | 1,248 |
Goodwill | 6,497 | 6,497 |
Intangible assets subject to amortization, net | 11,029 | 11,887 |
Deferred income tax assets | 68,021 | 55,368 |
Other assets | 1,730 | 235 |
Total assets | 3,740,888 | 3,565,741 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 7,189 | 10,493 |
Deferred revenue | 2,090 | 2,629 |
Other current liabilities | 2,406 | 2,254 |
Total current liabilities | 11,685 | 15,376 |
Debt | 597,729 | 399,703 |
Deferred revenue | 2,611 | 2,443 |
Total liabilities | 612,025 | 417,522 |
Equity | ||
Additional paid-in capital | 3,540,602 | 3,537,848 |
Accumulated other comprehensive earnings, net of taxes | 9,035 | 8,905 |
Retained earnings (accumulated deficit) | (421,808) | (399,567) |
Total equity | $ 3,128,863 | $ 3,148,219 |
Commitments and contingencies | ||
Total liabilities and equity | $ 3,740,888 | $ 3,565,741 |
Class A common stock | ||
Equity | ||
Common stock | 262 | 262 |
Total equity | 262 | 262 |
Class B common stock | ||
Equity | ||
Common stock | 25 | 25 |
Total equity | 25 | 25 |
Class C common stock | ||
Equity | ||
Common stock | 747 | 746 |
Total equity | $ 747 | $ 746 |
Condensed Combined Balance She3
Condensed Combined Balance Sheets (Paranthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Preferred Stock | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock shares authorized | 50,000,000 | 50,000,000 |
Preferred shares issued | 0 | 0 |
Class A common stock | ||
Common stock par value | $ 0.01 | $ 0.01 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 26,184,960 | 26,163,206 |
Common Stock, Shares, Outstanding | 26,184,960 | 26,163,206 |
Class B common stock | ||
Common stock par value | $ 0.01 | $ 0.01 |
Common stock shares authorized | 18,750,000 | 18,750,000 |
Common Stock, Shares, Issued | 2,467,509 | 2,467,547 |
Common Stock, Shares, Outstanding | 2,467,509 | 2,467,547 |
Class C common stock | ||
Common stock par value | $ 0.01 | $ 0.01 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 74,692,589 | 74,643,546 |
Common Stock, Shares, Outstanding | 74,692,589 | 74,643,546 |
Condensed Combined Statements o
Condensed Combined Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue: | ||
Revenue | $ 3,831 | $ 13,316 |
Operating costs and expenses | ||
Operating, including stock-based compensation | 668 | 2,489 |
Selling, general and administrative, including stock-based compensation | 8,806 | 11,916 |
Research and development, including stock-based compensation | 2,711 | 5,701 |
Net gain on legal settlement | (60,505) | |
Depreciation and amortization | 986 | 3,244 |
Total operating costs and expenses | 13,171 | (37,155) |
Operating income (loss) | (9,340) | 50,471 |
Other income (expense): | ||
Interest Expense | (2,441) | (1,761) |
Dividend and interest income | 2,189 | 1,036 |
Share of earnings (losses) of affiliates | (70,278) | (43,050) |
Realized and unrealized gains (losses) on financial instruments, net | 45,005 | (1,329) |
(Gain) loss on dilution of investment in affiliate | (1,724) | (410) |
Other, net | 71 | (24) |
Net earnings (loss) before income taxes | (36,518) | 4,933 |
Income tax benefit (expense) | 14,277 | 385 |
Net earnings (loss) attributable to Liberty Broadband shareholders | $ (22,241) | $ 5,318 |
Earnings Per Share, Basic | $ (0.22) | $ 0.05 |
Earnings Per Share, Diluted | $ (0.22) | $ 0.05 |
Condensed Combined Statements 5
Condensed Combined Statements of Comprehensive Earnings (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Condensed Combined Statements of Comprehensive Earnings (Loss) | ||
Net earnings (loss) | $ (22,241) | $ 5,318 |
Other comprehensive earnings (loss), net of taxes: | ||
Unrealized holding gains (losses) arising during the period | (188) | (251) |
Share of other comprehensive earnings (loss) of equity affiliates | 318 | 326 |
Other comprehensive earnings (loss), net of taxes | 130 | 75 |
Comprehensive earnings (loss) attributable to Liberty Broadband shareholders | $ (22,111) | $ 5,393 |
Condensed Combined Statements 6
Condensed Combined Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net earnings (loss) | $ (22,241) | $ 5,318 |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 986 | 3,244 |
Stock-based compensation | 1,622 | 1,355 |
Excess tax benefit from stock-based compensation | (2,001) | |
Share of earnings (losses) of affiliates | 70,278 | 43,050 |
Realized and unrealized (gains) losses on financial instruments, net | (45,005) | 1,329 |
(Gain) loss on dilution of investment in affiliate | 1,724 | 410 |
Deferred Income Tax Expense (Benefit) | (12,732) | (22,721) |
Other, net | 59 | (586) |
Changes in operating assets and liabilities: | ||
Current and other assets | 8,302 | (89,602) |
Payables and other liabilities | (3,811) | 75,126 |
Net cash provided by operating activities | (818) | 14,922 |
Cash flows from investing activities: | ||
Capital expended for property and equipment | (20) | (75) |
Purchases of short term investments and other marketable securities | 77,685 | 3 |
Sales of short term investments and other marketable securities | 9,014 | |
Other investing activities, net | 253 | |
Net cash used in investing activities | (68,438) | (78) |
Cash flows from financing activities: | ||
Cash received from rights offering | 697,309 | |
Borrowings of debt | 200,000 | 30,158 |
Repayments of debt | (30,158) | |
Excess Tax Benefit from Share-based Compensation, Financing Activities | 2,001 | |
Other financing activities, net | (683) | 4,164 |
Net cash provided by (used in) financing activities | 199,317 | 703,474 |
Net increase in cash | 130,061 | 718,318 |
Cash and cash equivalents, beginning of period | 655,079 | 44,809 |
Cash and cash equivalents, end of period | $ 785,140 | $ 763,127 |
Condensed Combined Statement of
Condensed Combined Statement of Equity - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Class A common stock | Class B common stock | Class C common stock | Additional paid-in capital | Accumulated other comprehensive earnings | Retained earnings (accumulated) deficit | Total |
Balance at Dec. 31, 2015 | $ 262 | $ 25 | $ 746 | $ 3,537,848 | $ 8,905 | $ (399,567) | $ 3,148,219 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net earnings (loss) | (22,241) | (22,241) | |||||
Other comprehensive earnings (loss) | 130 | 130 | |||||
Stock-based compensation | 1,334 | 1,334 | |||||
Issuance of common stock upon exercise of stock options | 1 | 1,420 | 1,421 | ||||
Balance at Mar. 31, 2016 | $ 262 | $ 25 | $ 747 | $ 3,540,602 | $ 9,035 | $ (421,808) | $ 3,128,863 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Basis of Presentation | |
Basis of Presentation | (1) Basis of Presentation During May 2014, the board of Liberty Media Corporation and its subsidiaries (“Liberty,” formerly named Liberty Spinco, Inc.) authorized management to pursue a plan to spin-off to its stockholders common stock of a newly formed company to be called Liberty Broadband Corporation (“Liberty Broadband” or the “Company”), and to distribute subscription rights to acquire shares of Series C Liberty Broadband common stock (the “Broadband Spin-Off”). Liberty Broadband is comprised of, among other things, (i) Liberty’s former interest in Charter Communications, Inc. (“Charter”), (ii) Liberty’s former wholly-owned subsidiary TruePosition, Inc. (“TruePosition”), (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 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 instruments as “Liberty Broadband,” “the Company,” “us,” “we” and “our” in the notes to the condensed consolidated financial statements. In the Broadband Spin-Off, record holders of Liberty Series A, Series B and Series C common stock received one -fourth of a share of the corresponding series of Liberty Broadband common stock for each share of Liberty common stock held by them as of 5:00 p.m., New York City time, on October 29, 2014 (the record date) , with cash paid in lieu of fractional shares. In addition, following the completion of the Broadband Spin-Off, on December 10, 2014, stockholders received a subscription right to acquire one share of Series C Liberty Broadband common stock for every five shares of Liberty Broadband common stock they held as of 5:00 p.m., New York City time, on December 4, 2014 (the rights record date) at a per share subscription price of $40.36 , which was a 20% discount to the 20 -trading day volume weighted average trading price of the Series C Liberty Broadband common stock following the completion of the Broadband Spin-Off. The rights offering was fully subscribed on January 9, 2015, with 17,277,224 shares of Series C common stock issued to those rightsholders exercising basic and, as applicable, oversubscription privileges for total proceeds of $697.3 million . The subscription rights were issued to raise capital for general corporate purposes of Liberty Broadband. The Broadband Spin-Off and rights offering were intended to be tax-free to stockholders of Liberty and Liberty Broadband, respectively. During September 2015, Liberty entered into a closing agreement with the IRS which provided that the Broadband Spin-Off qualified for tax-free treatment. 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. The accompanying (a) condensed consolidated balance sheet as of December 31, 2015 , 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, 2015 . All significant intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i) the application of the equity method of accounting for investments in affiliates, (ii) the fair value of non-financial instruments, (iii) the fair value of financial instruments, (iv) revenue recognition and (v) accounting for income taxes to be its most significant estimates . In March 2016, the Financial Accounting Standards Board ("FASB") issued new accounting guidance on share-based payment accounting. The areas for simplification in this update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, forfeiture calculations, and classification on the statement of cash flows. The amendments in this update are effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, and early adoption is permitted. An entity that elects early adoption must adopt all of the amendments in the same period. We are currently evaluating the impact and timing of adoption of this guidance on our consolidated financial statements. In February 2016, the FASB issued new accounting guidance on lease accounting. This guidance requires a company to recognize lease assets and lease liabilities arising from operating leases in the statement of financial position. This guidance does not significantly change the previous lease guidance for how a lessee should account for a lease. Additionally, the criteria for classifying a lease as a finance lease versus an operating lease are substantially the same as the previous guidance. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted. We plan to adopt this guidance on January 1, 2019. Companies are required to use a modified retrospective approach to adopt this guidance. We are currently evaluating the impact of the adoption of this new guidance on our consolidated financial statements and expect it to have an impact on our consolidated balance sheets. In May 2014, the Financial Accounting Standards Board issued new accounting guidance on revenue from contracts with customers. The new guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In March 2016, the FASB issued additional guidance which clarifies principal versus agent considerations, and in April 2016, the FASB issued further guidance which clarifies the identification of performance obligations and the implementation guidance for licensing. The updated guidance will replace most existing revenue recognition guidance in GAAP when it becomes effective and permits the use of either a full retrospective or modified retrospective transition method. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and early adoption is permitted only for fiscal years beginning after December 15, 2016. The Company currently does not plan to early adopt this new guidance and is evaluating the effect that the updated standard will have on its revenue recognition and has not yet selected a transition method. Liberty Broadband holds an investment 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. During 2015, Liberty Broadband entered into certain agreements with Charter, Liberty Interactive Corporation (“Liberty Interactive”) and Time Warner Cable in connection with certain proposed transactions among these companies. See note 5 for additional detail regarding these transactions and corresponding agreements. Spin-Off of Liberty Broadband from Liberty Media Corporation 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 and Liberty Broadband entered into certain agreements in order to 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. Among other things, 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 and for costs that will be negotiated semi-annually. Under these various agreements, approximately $1.0 million and $891 thousand was reimbursable to Liberty for the three months ended March 31, 2016 and 2015 , respectively. |
Earnings (loss) per Share
Earnings (loss) per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings per Share (EPS) | |
Earnings per Share (EPS) | (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 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 Three months Three months ended ended March 31, 2016 March 31, 2015 (numbers of shares in thousands) Basic EPS Potentially dilutive shares (1) Diluted EPS (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. Excluded from the number of potentially dilutive shares in the table above for the three months ended March 31, 2016 are 5 thousand potential common shares because their inclusion would be antidilutive. |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value | 3 Months Ended |
Mar. 31, 2016 | |
Assets and Liabilities Measured at Fair Value | |
Assets and Liabilities Measured at Fair Value | (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 2 or Level 3. The Company’s assets and (liabilities) measured at fair value are as follows: March 31, 2016 December 31, 2015 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 $ — — Short-term marketable securities $ — — Available-for-sale securities $ — — 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. The carrying amount approximates fair value due to the short maturity of these instruments as reported on our condensed consolidated balance sheets. 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 March 31, 2016 2015 (amounts in thousands) Time Warner Cable investment and financial instruments (1)(2) $ $ (1) During the three months ended March 31, 2015 the Company had an outstanding written call option on 625,000 Time Warner Cable shares which was cash settled during June 2015 for $48.3 million. Also during the three months ended March 31, 2015 the Company had an additional outstanding written call option on 625,000 Time Warner Cable shares which was cash settled during April 2015 for $36.7 million. No written call options on Time Warner Cable shares are outstanding as of March 31, 2016 or December 31, 2015. The unrealized gain during the three months ended March 31, 2016 is due to an increase in the Time Warner Cable stock price during the period. (2) On March 27, 2015, Liberty Broadband entered into a cashless collar agreement with a financial institution on 1.7 million Time Warner Cable shares held by the Company. The collar was originally scheduled to expire during March 2017. The Company unwound the agreement during July 2015 for $67.1 million cash paid to the counterparty. In connection with this collar agreement, the Company also entered into a revolving loan agreement with an availability of $234 million, which was terminated upon unwinding of the collar agreement during July 2015. |
Investments in Available-for-Sa
Investments in Available-for-Sale Securities | 3 Months Ended |
Mar. 31, 2016 | |
Investments in Available-for-Sale Securities | |
Investments in Available-for-Sale Securities | (4) Investments in Available-for-Sale Securities All marketable equity and debt securities held by the Company are classified as available-for-sale (“AFS”) and are carried at fair value generally based on quoted market prices. GAAP permits entities to choose to measure many financial instruments, such as AFS securities, and certain other items at fair value and to recognize the changes in fair value of such instruments in the entity’s statements of operations. The Company has elected to account for those of its AFS securities which it considers to be nonstrategic (“Fair Value Option Securities”) at fair value. Accordingly, changes in the fair value of Fair Value Option Securities, as determined by quoted market prices, are reported in realized and unrealized gains (losses) on financial instruments in the accompanying condensed consolidated statements of operations. Investments in AFS securities, including our interest in Time Warner Cable which is our only Fair Value Option Security, are summarized as follows: March 31, December 31, 2016 2015 (amounts in thousands) Time Warner Cable $ Other equity securities Total investments in available-for-sale securities $ Unrealized Holding Gains and Losses As of March 31, 2016 and December 31, 2015 , the gross unrealized holding gains related to investments in AFS securities were $54 thousand and $357 thousand, respectively. There were no gross unrealized holding losses related to investment in AFS securities for the periods presented. |
Investments in Affiliates Accou
Investments in Affiliates Accounted for Using the Equity Method | 3 Months Ended |
Mar. 31, 2016 | |
Investments in Affiliates Accounted for Using the Equity Method | |
Investments in Affiliates Accounted for Using the Equity Method | (5) Investments in Affiliates Accounted for Using the Equity Method In May 2013, Liberty acquired approximately 26.9 million shares of common stock and approximately 1.1 million warrants to purchase shares of Charter common stock for approximately $2.6 billion, which represented an approximate 27% beneficial ownership (including the warrants on an as if converted basis) in Charter at the time of purchase and a price per share of $95.50 . Liberty funded the purchase with a combination of cash on hand of approximately $1.2 billion and new margin loan arrangements. Liberty allocated the purchase price between the shares of common stock and the warrants acquired in the transaction by determining the fair value of the publicly traded warrants and allocating the remaining balance to the shares acquired, which resulted in an excess basis in the investment of $2,532 million. The investment in Charter is accounted for as an equity method affiliate based on the ownership interest obtained and the board seats held by individuals appointed by Liberty. During May 2014, Liberty purchased 897 thousand Charter shares for approximately $124.5 million. During November 2014, subsequent to the Broadband Spin-Off, Liberty Broadband exercised all of the Company’s outstanding warrants to purchase shares of Charter common stock for approximately $52 million . As of March 31, 2016 , the carrying value of Liberty Broadband’s ownership in Charter was approximately $2,301 million. The market value of Liberty Broadband’s ownership in Charter as of March 31, 2016 was approximately $5,838 million, which represented an approximate ownership of 26% of the outstanding equity of Charter as of that date. Due to the amortization of amortizable assets and debt acquired, losses due to warrant and stock option exercises at Charter (as discussed below) and the acquisition of additional shares of Charter, the excess basis is $2,357 million as of March 31, 2016 and has been allocated within memo accounts used for equity accounting purposes as follows (amounts in millions): Property and equipment $ Customer relationships Franchise fees Trademarks Goodwill Debt Deferred income tax liability $ Upon acquisition, Liberty ascribed remaining useful lives of 7 years and 13 years to property and equipment and customer relationships, respectively, and indefinite lives to franchise fees, trademarks and goodwill. The excess basis of outstanding debt is amortized over the contractual period using the effective interest rate method. The Company’s share of earnings (losses) of affiliates line item in the accompanying condensed consolidated statements of operations includes $22.1 million and $22.5 million, net of related taxes, for the three months ended March 31, 2016 and 2015 , respectively, due to the amortization of the excess basis related to assets with identifiable useful lives and debt. Due to dilution from Charter warrant and stock option exercises by outside investors (employees and other third parties) at prices below Liberty Broadband’s book basis per share, the Company had losses of $1.7 million and $410 thousand during the three months ended March 31, 2016 and 2015 , respectively. Summarized unaudited financial information for Charter is as follows (amounts in millions): Charter condensed consolidated balance sheet March 31, 2016 December 31, 2015 Current assets $ Property and equipment, net Goodwill Intangible assets, net Other assets Total assets $ Current liabilities $ Deferred income taxes Long-term debt Other liabilities Equity Total liabilities and shareholders’ equity $ Charter condensed consolidated statement of operations Three months ended March 31, 2016 2015 Revenue $ Cost and expenses: Operating costs and expenses (excluding depreciation and amortization) Depreciation and amortization Other operating expenses, net Operating income Interest expense Other income (expense), net Income tax benefit (expense) Net income (loss) $ On March 31, 2015, Liberty Broadband announced its entry into a new stockholders agreement with Charter, a subsidiary of Charter (“New Charter”) and Advance/Newhouse Partnership (“A/N”) (the “Bright House Stockholders Agreement”), which would have replaced the Company’s existing stockholders agreement with Charter, as amended September 29, 2014. Liberty Broadband’s entry into the Bright House Stockholders Agreement came as the result of Charter’s announcement of a proposed transaction with A/N, pursuant to which New Charter would acquire Bright House Networks (“Bright House”) from A/N for $10.4 billion (the “Bright House Transaction”). The closing of the Bright House Transaction was subject to several conditions, including Charter’s receipt of stockholder approval, the expiration of Time Warner Cable’s right of first offer for Bright House, the closing of a binding definitive agreement between Charter and Comcast Corporation (the “Comcast Transactions Agreement”) and regulatory approval. As announced by Charter on April 24, 2015, the Comcast Transactions Agreement was terminated by Comcast Corporation. As the closing of the Comcast Transactions Agreement had been a condition to the Bright House Transaction, the parties to the Bright House Stockholders Agreement were to consider, and negotiate for a period of 30 days in good faith, amendments to the terms of the Bright House Stockholders Agreement that would be desirable to consummate the Bright House Transaction. On May 26, 2015, Liberty Broadband announced its entry into an agreement with Charter to invest $4.3 billion at a price of $176.95 per share in connection with (and contingent upon) the closing of the proposed merger of Time Warner Cable and Charter (the “Time Warner Cable Merger”), which was also announced on May 26, 2015. Additionally, Liberty Broadband agreed to purchase an additional $700 million at a price of $173.00 per share (adjusted by the applicable exchange rates in the Time Warner Cable Merger) in connection with Charter’s proposed acquisition of Bright House from A/N, which is generally conditioned on the closing of the Time Warner Cable Merger. In connection with these transactions, it is expected that Charter will undergo a corporate reorganization, resulting in New Charter, a current subsidiary of Charter, becoming the new publicly traded parent company. As discussed previously, in support of the Time Warner Cable Merger, Liberty Broadband will purchase shares of stock in New Charter (the “Charter Shares”) using proceeds of $4.4 billion related to subscriptions for newly issued shares of Liberty Broadband’s Series C common stock (the “Series C Shares”), at a price per share of $56.23 , which was determined based upon the fair value of Liberty Broadband’s net assets on a sum-of-the parts basis at the time the investment agreements were executed. The purchasers of the Series C Shares are Liberty Interactive through its Liberty Ventures Group and certain other third party investors, which will all invest on substantially similar terms. One of the third party investors also holds a position in Time Warner Cable and agreed to vote its Time Warner Cable shares in favor of the Time Warner Cable Merger. The Series C Share subscriptions are subject to customary closing conditions and funding will only occur in connection with the completion of the Time Warner Cable Merger. Each of Charter and Liberty Broadband obtained stockholder approval during September 2015 for the issuance of the Charter Shares and the Series C Shares, respectively, in accordance with the rules and requirements of the Nasdaq Stock Market. Liberty Broadband has the right, and may determine, to incur debt financing (subject to certain conditions) to fund a portion of the purchase price for its investment in New Charter, in which case Liberty Broadband may reduce the aggregate subscription for Series C Shares by up to 25% , with such reduction applied pro rata to all investors, including Liberty Interactive. In connection with the Time Warner Cable Merger, Liberty Broadband has also entered into an agreement with Charter pursuant to which it has agreed to vote all of its shares of Charter’s Class A common stock in favor of the Time Warner Cable Merger, the issuance of the Charter Shares and any related proposals. Liberty Broadband and Liberty Interactive have also entered into an agreement with Charter which provides that Liberty Broadband and Liberty Interactive will exchange, in a tax-free transaction, the shares of Time Warner Cable common stock held by each company for shares of New Charter Class A common stock (subject to certain limitations). In addition, Liberty Interactive has also agreed to grant Liberty Broadband a proxy over the shares of New Charter it receives in the exchange, along with a right of first refusal with respect to the underlying New Charter shares. Liberty Broadband intends to fund its commitment to purchase up to $700 million in shares of New Charter at a per share price of $173.00 (as adjusted) in connection with the Bright House acquisition through cash on hand or other financing. As previously announced, A/N and Liberty Broadband will enter into a proxy agreement, pursuant to which A/N will grant Liberty Broadband a five -year proxy to vote shares of New Charter held by A/N, capped at 7% of New Charter’s outstanding shares. Liberty Broadband is expected to control approximately 25.01% of the aggregate voting power of New Charter following the completion of the Time Warner Cable Merger and the Bright House Transaction and is expected to be New Charter’s largest stockholder. The terms of a new stockholders agreement among Charter, New Charter, Liberty Broadband and A/N (which will become effective upon the closing of the Bright House Transaction) remain substantially similar to the Bright House Stockholders Agreement, except that the restrictions on Liberty Broadband’s ability to utilize its shares of New Charter in connection with financing transactions have been eliminated and A/N will be entitled to designate two (instead of three) director nominees, among other things. The Time Warner Cable Merger was approved by stockholders of both Charter and Time Warner Cable during September 2015 and was also approved by the Antitrust Division of the U.S. Department of Justice (the “DOJ”) during April 2016. The Time Warner Cable Merger is subject to regulatory approval from the California Public Utility Commission (the “California PUC”) and the Federal Communications Commission (the “FCC”) and other customary conditions to closing. The Bright House acquisition is subject to several conditions, including the completion of the Time Warner Cable Merger (subject to certain exceptions if Time Warner Cable enters into another sale transaction) and regulatory approval. The Administrative Law Judge for the California PUC proceeding entered a proposed order for approval of the Time Warner Cable Merger and the Bright House acquisition on April 12, 2016. The California PUC is scheduled to act on such proposed order at its May 12, 2016 meeting. There are no assurances as to the timing of the decision of the California PUC, that the California PUC will make a final determination of approval, or that the California PUC will not impose conditions in addition to those proposed by the Administrative Law Judge. Therefore, as these transactions are subject to certain contingencies, we have not reflected any financial impacts in the condensed consolidated financial statements related to the respective agreements as of March 31, 2016 . |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | (6) Goodwill and Other Intangible Assets There were no changes in the carrying amount of goodwill during the three months ended March 31, 2016 . Intangible assets subject to amortization are comprised of the following (amounts in thousands): March 31, 2016 December 31, 2015 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Acquired patents $ Customer relationships Tradename Capitalized software $ Effective January 1, 2015, TruePosition’s patents are amortized straight-line over three and a half years and TruePosition’s tradename and customer relationship are amortized straight-line over five and a half years. Capitalized software intangible assets are amortized over three to five years. Amortization expense was $858 thousand and $834 thousand for the three months ended March 31, 2016 and 2015 , respectively. The estimated future amortization expense for the next five years related to intangible assets with definite lives as of March 31, 2016 is as follows (amounts in thousands): Remainder of 2016 $ 2017 $ 2018 $ 2019 $ 2020 $ |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt | |
Debt Disclosure [Text Block] | (7) Debt On October 30, 2014, in connection with and prior to the effectiveness of the Broadband Spin-Off, a wholly-owned special purpose subsidiary of the Company (“BroadbandSPV”) entered into two margin loan agreements (the “2014 Margin Loan Agreements”) with each of the lenders party thereto. The 2014 Margin Loan Agreements permit BroadbandSPV, subject to certain funding conditions, to borrow term loans up to an aggregate principal amount equal to $400 million (the “2014 Margin Loans”), of which BroadbandSPV borrowed $320 million on October 31, 2014. Approximately $300 million of the amount borrowed pursuant to the 2014 Margin Loan Agreements (less certain expenses incurred in connection with the 2014 Margin Loans) was distributed to Liberty prior to the Broadband Spin-Off. During November 2014, subsequent to the Broadband Spin-Off, Liberty Broadband borrowed an additional $52 million to fund the exercise of the warrants to purchase shares of Charter common stock. As of March 31, 2016 , Liberty Broadband had drawn $400 million under the 2014 Margin Loan Agreements, with no additional availability. The maturity date of the 2014 Margin Loans is October 30, 2017. Borrowings under the 2014 Margin Loan Agreements bear interest at the three-month LIBOR rate plus 1.55% . Borrowings outstanding under these margin loans bore interest at a rate of 2.16% per annum at March 31, 2016 . Interest is payable quarterly in arrears beginning on December 31, 2014. The 2014 Margin Loan Agreements contain various affirmative and negative covenants that restrict the activities of BroadbandSPV. The 2014 Margin Loan Agreements do not include any financial covenants. The 2014 Margin Loan Agreements also contain restrictions related to additional indebtedness. In connection with Cheetah 5’s (as defined below) execution of the 2016 Margin Loan Agreements (as defined below), the 2014 Margin Loan Agreements were amended to, among other things, permit the transactions under the 2016 Margin Loan Agreements and conform certain of the terms in the 2014 Margin Loan Agreements to the 2016 Margin Loan Agreements. On March 21, 2016, a wholly-owned special purpose subsidiary of the Company (“Cheetah 5”), entered into two margin loan agreements (the “2016 Margin Loan Agreements”) with each of the lenders thereto. The 2016 Margin Loan Agreements permit Cheetah 5, subject to certain funding conditions, to borrow initial term loans up to an aggregate principal amount equal to $200 million and delayed draw loans (the “Draw Loans”) up to an aggregate principal amount equal to $100 million, for an aggregate total of $300 million (collectively the “2016 Margin Loans”). Cheetah 5 has borrowed $200 million as of March 31, 2016 and had $100 million available to be drawn until March 21, 2017. The maturity date of the 2016 Margin Loans is March 21, 2018. Borrowings under the 2016 Margin Loans bear interest at the applicable LIBOR rate plus 2.10% per annum. Borrowings outstanding under these margin loans bore interest at a rate of 2.50% per annum at March 31, 2016 . Interest is payable quarterly in arrears beginning on March 31, 2016. The proceeds of the 2016 Margin Loans will be used for distribution as a dividend or a return of capital, for the purchase of margin stock and for general corporate purposes. The 2016 Margin Loan Agreements contain various affirmative and negative covenants that restrict the activities of Cheetah 5. The 2016 Margin Loan Agreements do not include any financial covenants. The 2016 Margin Loan Agreements also contain restrictions related to additional indebtedness. BroadbandSPV’s and Cheetah 5’s obligations under the 2014 Margin Loan Agreements and 2016 Margin Loan Agreements, respectively, are guaranteed by the Company. In addition, BroadbandSPV’s obligations are secured by first priority liens on a portion of the Company’s ownership interest in Charter and Cheetah 5’s obligations are secured by first priority liens on a portion of the Company’s ownership interests in Charter and Time Warner Cable, sufficient for Broadband SPV and Cheetah 5 to meet the loan to value requirements under the 2014 Margin Loan Agreements and 2016 Margin Loan Agreements, respectively. Each agreement contains language that indicates that Liberty Broadband, as borrower and transferor of underlying shares as collateral, has the right to exercise all voting, consensual and other powers of ownership pertaining to the transferred shares for all purposes, provided that Liberty Broadband agrees that it will not vote the shares in any manner that would reasonably be expected to give rise to transfer or other certain restrictions. Similarly, the loan agreements indicate 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 March 31, 2016 , 8.2 million shares of Charter with a value of $1.7 billion and 2.4 million shares of Time Warner Cable with a value of $483.9 million were pledged as collateral pursuant to the 2014 Margin Loans and the 2016 Margin Loans. Due to the variable rate nature of the 2014 Margin Loans and the 2016 Margin Loans, the Company believes that the carrying amount approximates fair value at March 31, 2016 . In connection with the collar agreement on shares of Time Warner Cable entered into on March 27, 2015, as discussed in note 3, the Company also entered into a $234 million revolving loan agreement. On April 7, 2015, Liberty Broadband drew $40 million on this loan, which was the amount used to match the outstanding call liability. The shares of Time Warner Cable underlying the collar served as collateral for borrowings under the revolving loan agreement. Borrowings outstanding under the revolving loan agreement bore interest at the three-month LIBOR rate plus 0.64% , payable quarterly in arrears beginning on March 31, 2015. The interest rate on the unused portion of the revolving loan agreement was 0.12% per annum. The Company repaid the $40 million drawn on the loan during July 2015 and the agreement was terminated upon unwinding of the Time Warner Cable collar agreement. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Stock-Based Compensation | |
Stock-Based Compensation | (8) 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 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, 2016 and 2015 (amounts in thousands): Three months ended March 31, 2016 2015 Operating expense $ — Selling, general and administrative Research and development $ Liberty Broadband – Grants of Stock Options There were no options to purchase shares of Series A or Series C common stock granted during the three months ended March 31, 2016 . The Company calculates the grant-date fair value 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. Since Liberty Broadband common stock has not traded on the stock market for a significant length of time, the volatility used in the calculation for Awards is based on the historical volatility of Charter common stock and the implied volatility of publicly traded Charter options; as the most significant asset within Liberty Broadband, the volatility of Charter served as a proxy for the expected volatility of Liberty Broadband. The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject option. Liberty Broadband – Outstanding Awards The following table presents 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 average remaining Aggregate contractual intrinsic Series A WAEP life value (in thousands) (in years) (in millions) Outstanding at January 1, 2016 $ Granted — $ — Exercised $ Forfeited/Cancelled — $ — Outstanding at March 31, 2016 $ $ Exercisable at March 31, 2016 $ $ Weighted average remaining Aggregate contractual intrinsic Series C WAEP life value (in thousands) (in years) (in millions) Outstanding at January 1, 2016 $ Granted — $ — Exercised $ Forfeited/cancelled — $ — Outstanding at March 31, 2016 $ $ Exercisable at March 31, 2016 $ $ As of March 31, 2016 , the total unrecognized compensation cost related to unvested Awards was approximately $20 million . Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 2.5 years. As of March 31, 2016 , Liberty Broadband reserved 3.2 million shares of Series A and Series C common stock for issuance under exercise privileges of outstanding stock Awards. TruePosition Equity Incentive Plans TruePosition did not issue any stand-alone phantom stock appreciation rights (“PARs”), stand-alone phantom stock units (“PSUs”) or Skyhook PARs during the three months ended March 31, 2016 . As of March 31, 2016 , the fair value of outstanding PARs and PSUs was approximately $3.9 million. As of March 31, 2016 , $2.0 million (Level 3) is included in Other current liabilities in the accompanying condensed consolidated balance sheet for the fair value of TruePosition’s vested long-term incentive plan obligations. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies | |
Commitments and Contingencies | (9) Commitments and Contingencies Leases TruePosition leases various properties under operating leases expiring at various times through 2018. TruePosition’s principal facility is under lease through December 2017. Including amounts due to Liberty under the facilities sharing agreement, the Company’s total rental expense was $251 thousand and $692 thousand for each of the three months ended March 31, 2016 and 2015 , respectively. General Litigation In the ordinary course of business, the Company and its consolidated subsidiaries 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. Litigation On September 10, 2010, Skyhook filed a patent infringement lawsuit in the U.S. District Court for the District of Massachusetts against Google, Inc. (“Google”). In March 2013, Skyhook amended its lawsuit to add additional claims. In total, at the time the case was to be tried, Skyhook alleged that Google infringed on eight Skyhook patents involving location technology and sought an injunction and/or award of damages in an amount to be determined at trial. The case had been scheduled to be tried before a jury commencing March 9, 2015. However, on March 5, 2015, the parties advised the District Court that the case had been settled and thereby dismissed the action without costs and without prejudice to the right, upon good cause shown within 45 days, to reopen the action if the settlement was not consummated. On March 27, 2015, the parties consummated a final settlement agreement and on April 24, 2015, Google paid Skyhook settlement consideration of $90 million. In return for payment of the settlement consideration, Google received dismissal of the action with prejudice, a license to the existing Skyhook patents and patent applications (and their continuations, divisionals, continuations-in-part), a three-year covenant not to sue (subject to limited exceptions) and a mutual release of claims. The settlement amount of $90 million is recorded net of approximately $29.5 million for legal fees in the statement of operations for the three months ended March 31, 2015 . On May 23, 2012, TruePosition filed a patent infringement lawsuit in the U.S. District Court for the District of Delaware against Polaris Wireless, Inc. (“Polaris”), related to the sale by Polaris of systems used to locate mobile devices. In parallel with the lawsuit, at Polaris’s request, the U.S. Patent and Trademark Office initiated an Inter Partes Review. Both the District Court and the Patent Trial and Appeal Board ruled adversely to TruePosition. On December 15, 2015, the United States Court of Appeals for the Federal Circuit confirmed the decision of the Patent Trial and Appeals Board, and dismissed the appeal of the District Court's ruling as moot. No further appeal will be taken by TruePosition. Subsequent to the adverse rulings on May 14, 2015, Polaris filed a motion in the District Court for an award of approximately $3 million in attorneys’ fees and expenses incurred in defending the lawsuit. The matter was heard by the Court on October 16, 2015, wherein the court denied the Polaris motion. Indemnification Claims In the normal course of business, TruePosition provides indemnification to certain customers against specified claims that might arise against those customers from the use of TruePosition’s products. To date, TruePosition has not made any significant reimbursements to any of its customers for any losses related to these indemnification provisions. However, four such claims are currently pending. TruePosition is unable to estimate the maximum potential impact of these indemnification provisions on its future results of operations, although TruePosition’s liabilities in certain of those arrangements are customarily limited in various respects, including monetarily. Accordingly, no accrual was recorded related to indemnification claims as of March 31, 2016 or December 31, 2015 . Certain Risks and Concentrations The TruePosition business is subject to certain risks and concentrations including dependence on relationships with its customers. Historically, TruePosition had one significant customer whose contract expired on December 31, 2015. The loss of this customer is expected to have a material adverse effect on TruePosition’s business unless TruePosition is able to generate significant new business to replace the financial impact of this customer. For the three months ended March 31, 2015 , this customer accounted for 74% of TruePosition’s total revenue. 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. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Information | |
Segment Information | (10) 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 represent 10% or more of Liberty Broadband’s annual pre-tax earnings. 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 three months ended March 31, 2016 , Liberty Broadband has identified the following consolidated subsidiary and equity method investment as its reportable segments: · TruePosition—a wholly-owned subsidiary of the Company that develops and markets technology for locating wireless phones and other wireless devices on a cellular network, enabling wireless carriers and government agencies to provide public safety E-9-1-1 services domestically and services in support of national security and law enforcement worldwide. In addition, TruePosition acquired Skyhook in 2014, which operates a global location network providing hybrid wireless positioning technology and contextual location intelligence solutions worldwide. · Charter—an equity method investment of the Company 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. Performance Measures Three months ended March 31, 2016 2015 Adjusted Adjusted Revenue OIBDA Revenue OIBDA (amounts in thousands) TruePosition $ Charter Corporate and other — — Eliminate equity method affiliate Consolidated Liberty Broadband $ Other Information March 31, 2016 Total Investments Capital assets in affiliates expenditures (amounts in thousands) TruePosition $ — Charter — Corporate and other — Eliminate equity method affiliate — Consolidated Liberty Broadband $ The following table provides a reconciliation of segment Adjusted OIBDA to earnings (loss) before income taxes: Three months ended March 31, 2016 2015 (amounts in thousands) Consolidated segment Adjusted OIBDA $ Stock-based compensation Depreciation and amortization Net gain on legal settlement — Interest expense Dividend and interest income Share of earnings (loss) of affiliates Realized and unrealized gains (losses) on financial instruments, net Gain (loss) on dilution of investment in affiliate Other, net Earnings (loss) before income taxes $ |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Summary of Significant Accounting Policies | |
Schedule of weighted average number of shares | Liberty Broadband Common Stock Three months Three months ended ended March 31, 2016 March 31, 2015 (numbers of shares in thousands) Basic EPS Potentially dilutive shares (1) Diluted EPS (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. |
Assets and Liabilities Measur19
Assets and Liabilities Measured at Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Assets and Liabilities Measured at Fair Value | |
Schedule of assets and liabilities measured at fair value | March 31, 2016 December 31, 2015 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 $ — — Short-term marketable securities $ — — Available-for-sale securities $ — — |
Schedule of realized and unrealized gains (losses) on financial instruments | Three months ended March 31, 2016 2015 (amounts in thousands) Time Warner Cable investment and financial instruments (1)(2) $ $ (1) During the three months ended March 31, 2015 the Company had an outstanding written call option on 625,000 Time Warner Cable shares which was cash settled during June 2015 for $48.3 million. Also during the three months ended March 31, 2015 the Company had an additional outstanding written call option on 625,000 Time Warner Cable shares which was cash settled during April 2015 for $36.7 million. No written call options on Time Warner Cable shares are outstanding as of March 31, 2016 or December 31, 2015. The unrealized gain during the three months ended March 31, 2016 is due to an increase in the Time Warner Cable stock price during the period. On March 27, 2015, Liberty Broadband entered into a cashless collar agreement with a financial institution on 1.7 million Time Warner Cable shares held by the Company. The collar was originally scheduled to expire during March 2017. The Company unwound the agreement during July 2015 for $67.1 million cash paid to the counterparty. In connection with this collar agreement, the Company also entered into a revolving loan agreement with an availability of $234 million, which was terminated upon unwinding of the collar agreement during July 2015. |
Investments in Available-for-20
Investments in Available-for-Sale Securities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Investments in Available-for-Sale Securities | |
Schedule of investments in AFS securities, including Fair Value Option Securities separately aggregated | March 31, December 31, 2016 2015 (amounts in thousands) Time Warner Cable $ Other equity securities Total investments in available-for-sale securities $ |
Investments in Affiliates Acc21
Investments in Affiliates Accounted for Using the Equity Method (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Investments in Affiliates Accounted for Using the Equity Method | |
Schedule of allocation of excess basis within memo accounts used for equity accounting purposes | the excess basis is $2,357 million as of March 31, 2016 and has been allocated within memo accounts used for equity accounting purposes as follows (amounts in millions): Property and equipment $ Customer relationships Franchise fees Trademarks Goodwill Debt Deferred income tax liability $ |
Summary of financial information for Charter | Summarized unaudited financial information for Charter is as follows (amounts in millions): Charter condensed consolidated balance sheet March 31, 2016 December 31, 2015 Current assets $ Property and equipment, net Goodwill Intangible assets, net Other assets Total assets $ Current liabilities $ Deferred income taxes Long-term debt Other liabilities Equity Total liabilities and shareholders’ equity $ Charter condensed consolidated statement of operations Three months ended March 31, 2016 2015 Revenue $ Cost and expenses: Operating costs and expenses (excluding depreciation and amortization) Depreciation and amortization Other operating expenses, net Operating income Interest expense Other income (expense), net Income tax benefit (expense) Net income (loss) $ |
Goodwill and Other Intangible22
Goodwill and Other Intangible Assets (Table) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Other Intangible Assets | |
Schedule of intangible assets subject to amortization | Intangible assets subject to amortization are comprised of the following (amounts in thousands): March 31, 2016 December 31, 2015 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Acquired patents $ Customer relationships Tradename Capitalized software $ |
Schedule of estimated future amortization expense for the next five years related to intangible assets with definite lives | The estimated future amortization expense for the next five years related to intangible assets with definite lives as of March 31, 2016 is as follows (amounts in thousands): Remainder of 2016 $ 2017 $ 2018 $ 2019 $ 2020 $ |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Schedule of stock-based compensation expense | Included in the accompanying condensed consolidated statements of operations are the following amounts of stock-based compensation for the three months ended March 31, 2016 and 2015 (amounts in thousands): Three months ended March 31, 2016 2015 Operating expense $ — Selling, general and administrative Research and development $ |
Class A common stock | |
Schedule of stock awards activity | Weighted average remaining Aggregate contractual intrinsic Series A WAEP life value (in thousands) (in years) (in millions) Outstanding at January 1, 2016 $ Granted — $ — Exercised $ Forfeited/Cancelled — $ — Outstanding at March 31, 2016 $ $ Exercisable at March 31, 2016 $ $ |
Class C common stock | |
Schedule of stock awards activity | Weighted average remaining Aggregate contractual intrinsic Series C WAEP life value (in thousands) (in years) (in millions) Outstanding at January 1, 2016 $ Granted — $ — Exercised $ Forfeited/cancelled — $ — Outstanding at March 31, 2016 $ $ Exercisable at March 31, 2016 $ $ |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Information | |
Schedule of performance measures | Three months ended March 31, 2016 2015 Adjusted Adjusted Revenue OIBDA Revenue OIBDA (amounts in thousands) TruePosition $ Charter Corporate and other — — Eliminate equity method affiliate Consolidated Liberty Broadband $ |
Schedule of segment reporting information | March 31, 2016 Total Investments Capital assets in affiliates expenditures (amounts in thousands) TruePosition $ — Charter — Corporate and other — Eliminate equity method affiliate — Consolidated Liberty Broadband $ |
Schedule of reconciliation of segment Adjusted OIBDA to earnings (loss) before income taxes | Three months ended March 31, 2016 2015 (amounts in thousands) Consolidated segment Adjusted OIBDA $ Stock-based compensation Depreciation and amortization Net gain on legal settlement — Interest expense Dividend and interest income Share of earnings (loss) of affiliates Realized and unrealized gains (losses) on financial instruments, net Gain (loss) on dilution of investment in affiliate Other, net Earnings (loss) before income taxes $ |
Basis of Presentation (Details)
Basis of Presentation (Details) $ / shares in Units, $ in Thousands | Dec. 10, 2014$ / shares | Nov. 04, 2014 | Jan. 09, 2015USD ($)shares | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) |
Broadband Spin-Off Distribution Ratio | 0.25 | ||||
Subscription Rights Discount to Market Percentage | 20.00% | ||||
Subscription Rights Period of Time for Calculation of Subscription Price | 20 days | ||||
Cash received from rights offering | $ 697,300 | $ 697,309 | |||
Liberty | |||||
Related Party Transaction, Amounts of Transaction | $ 1,000 | $ 891 | |||
Class C common stock | |||||
Subscription rights distribution ratio | 0.20 | ||||
Share Price | $ / shares | $ 40.36 | ||||
Stock Issued During Period, Shares, New Issues | shares | 17,277,224 |
Earnings per Share (EPS) (Detai
Earnings per Share (EPS) (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings per Share (EPS) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5 | |
Weighted Average Number of Shares Outstanding, Basic | 103,279 | 100,359 |
Potentially dilutive shares | 389 | 584 |
Weighted Average Number of Shares Outstanding, Diluted, Total | 103,668 | 100,943 |
Assets and Liabilities Measur27
Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | 1 Months Ended | |||||
Jul. 31, 2015 | Jun. 30, 2015 | Apr. 30, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 27, 2015 | |
Assets and Liabilities Measured at Fair Value | ||||||
Short-term marketable securities | $ 77,685 | $ 9,014 | ||||
Investments, at fair value | 484,084 | 439,560 | ||||
Revolving Credit Facility | ||||||
Assets and Liabilities Measured at Fair Value | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 234,000 | |||||
Time Warner | ||||||
Assets and Liabilities Measured at Fair Value | ||||||
Investments, at fair value | $ 483,917 | $ 438,912 | ||||
Written call option | Time Warner | ||||||
Assets and Liabilities Measured at Fair Value | ||||||
Class of Warrant or Right, Outstanding | 0 | 0 | ||||
Cashless Collar | ||||||
Assets and Liabilities Measured at Fair Value | ||||||
Payments from settlements of financial instruments | $ 67,100 | |||||
Cashless Collar | Time Warner | ||||||
Assets and Liabilities Measured at Fair Value | ||||||
Derivative share amount hedged | 1,700,000 | |||||
Total | Recurring | ||||||
Assets and Liabilities Measured at Fair Value | ||||||
Cash equivalents | $ 775,379 | $ 639,956 | ||||
Short-term marketable securities | 77,685 | 9,014 | ||||
Available for sale securities | Total | Recurring | ||||||
Assets and Liabilities Measured at Fair Value | ||||||
Investments, at fair value | 484,084 | $ 439,560 | ||||
Expiration Date February 2015 | Written call option | Time Warner | ||||||
Assets and Liabilities Measured at Fair Value | ||||||
Derivative share amount hedged | 625,000 | |||||
Expiration Date February 2016 | Written call option | Time Warner | ||||||
Assets and Liabilities Measured at Fair Value | ||||||
Payments from settlements of financial instruments | $ 48,300 | |||||
Expiration Date May 2015 | Written call option | Time Warner | ||||||
Assets and Liabilities Measured at Fair Value | ||||||
Derivative share amount hedged | 625,000 | |||||
Payments from settlements of financial instruments | $ 36,700 | |||||
Quoted prices in active markets for identical assets (Level 1) | Recurring | ||||||
Assets and Liabilities Measured at Fair Value | ||||||
Cash equivalents | 775,379 | $ 639,956 | ||||
Short-term marketable securities | 77,685 | 9,014 | ||||
Quoted prices in active markets for identical assets (Level 1) | Available for sale securities | Recurring | ||||||
Assets and Liabilities Measured at Fair Value | ||||||
Investments, at fair value | $ 484,084 | $ 439,560 |
Assets and Liabilities Measur28
Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Realized and Unrealized Gains (Losses) on Financial Instruments | ||
Realized and unrealized gains (losses) | $ 45,005 | $ (1,329) |
Time Warner | Investment and financial instruments [member] | ||
Realized and Unrealized Gains (Losses) on Financial Instruments | ||
Realized and unrealized gains (losses) | $ 45,005 | $ (1,329) |
Investments in Available-for-29
Investments in Available-for-Sale Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Available-for-sale securities | ||
Investments in available-for-sale securities | $ 484,084 | $ 439,560 |
Unrealized Holding Gains and Losses | ||
Gross unrealized holding gains | 54 | 357 |
Gross unrealized holding losses | 0 | 0 |
Other equity securities | ||
Available-for-sale securities | ||
Investments in available-for-sale securities | 167 | 648 |
Time Warner | ||
Available-for-sale securities | ||
Investments in available-for-sale securities | $ 483,917 | $ 438,912 |
Investments in Affiliates Acc30
Investments in Affiliates Accounted for Using the Equity Method (Details) - USD ($) $ / shares in Units, shares in Thousands | May. 26, 2015 | Apr. 24, 2015 | Mar. 31, 2015 | Jan. 09, 2015 | Nov. 30, 2014 | May. 31, 2014 | May. 31, 2013 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 10, 2014 |
Investments in affiliates accounted for using the Equity Method | |||||||||||
Cash received from rights offering | $ 697,300,000 | $ 697,309,000 | |||||||||
Charter consolidated statement of operations | |||||||||||
Debt outstanding | $ 597,729,000 | $ 399,703,000 | |||||||||
Carrying value of equity method investment | 2,301,210,000 | 2,372,699,000 | |||||||||
Share of equity investment income (losses) | (70,278,000) | (43,050,000) | |||||||||
(Gain) loss on dilution of investment in affiliate | (1,724,000) | (410,000) | |||||||||
Charter | |||||||||||
Investments in affiliates accounted for using the Equity Method | |||||||||||
Cash paid to exercise warrants | $ 52,000,000 | ||||||||||
Charter consolidated balance sheet | |||||||||||
Current assets | 1,612,000,000 | 345,000,000 | |||||||||
Property and equipment, net | 8,294,000,000 | 8,345,000,000 | |||||||||
Goodwill | 1,168,000,000 | 1,168,000,000 | |||||||||
Intangible assets, net | 6,806,000,000 | 6,862,000,000 | |||||||||
Other assets | 22,644,000,000 | 22,596,000,000 | |||||||||
Total assets | 40,524,000,000 | 39,316,000,000 | |||||||||
Current liabilities | 1,925,000,000 | 1,972,000,000 | |||||||||
Deferred income taxes | 1,618,000,000 | 1,590,000,000 | |||||||||
Long-term debt | 37,124,000,000 | 35,723,000,000 | |||||||||
Other liabilities | 76,000,000 | 77,000,000 | |||||||||
Equity | (219,000,000) | (46,000,000) | |||||||||
Total liabilities and shareholders' equity | 40,524,000,000 | $ 39,316,000,000 | |||||||||
Charter consolidated statement of operations | |||||||||||
Revenue | 2,530,000,000 | 2,362,000,000 | |||||||||
Operating costs and expenses | (1,671,000,000) | (1,581,000,000) | |||||||||
Depreciation and amortization | (539,000,000) | (514,000,000) | |||||||||
Other operating expenses | (18,000,000) | (18,000,000) | |||||||||
Total operating costs and expenses | (2,228,000,000) | (2,113,000,000) | |||||||||
Operating income | 302,000,000 | 249,000,000 | |||||||||
Interest expense, net | (454,000,000) | (289,000,000) | |||||||||
Other income (expense), net | (8,000,000) | (6,000,000) | |||||||||
Income tax benefit (expense), net | (28,000,000) | (35,000,000) | |||||||||
Net income (loss) | (188,000,000) | (81,000,000) | |||||||||
Carrying value of equity method investment | 2,301,000,000 | ||||||||||
Market value of equity method investment | $ 5,838,000,000 | ||||||||||
Ownership percentage | 26.00% | ||||||||||
Excess basis amortization of debt and intangible assets | $ 22,100,000 | 22,500,000 | |||||||||
(Gain) loss on dilution of investment in affiliate | (1,700,000) | $ (410,000) | |||||||||
Excess basis allocation within memo accounts | |||||||||||
Property and equipment | 335,000,000 | ||||||||||
Customer relationships | 542,000,000 | ||||||||||
Franchise fees | 1,451,000,000 | ||||||||||
Trademarks | 36,000,000 | ||||||||||
Goodwill | 965,000,000 | ||||||||||
Debt | (120,000,000) | ||||||||||
Deferred income tax liability | (852,000,000) | ||||||||||
Total | $ 2,357,000,000 | ||||||||||
Charter | Customer relationships | |||||||||||
Excess basis allocation within memo accounts | |||||||||||
Useful lives of customer relationships | 13 years | ||||||||||
Charter | Property, Plant and Equipment | |||||||||||
Excess basis allocation within memo accounts | |||||||||||
Useful lives of property and equipment | 7 years | ||||||||||
Bright House | |||||||||||
Excess basis allocation within memo accounts | |||||||||||
Negotiation period | 30 days | ||||||||||
New Charter | |||||||||||
Investments in affiliates accounted for using the Equity Method | |||||||||||
Purchase price (in dollars per share) | $ 173 | ||||||||||
Cash paid to acquire equity method investments | $ 700 | ||||||||||
Proxy voting period | 5 years | ||||||||||
Maximum percentage of New Charter shares that may be voted by proxy | 7.00% | ||||||||||
Charter consolidated statement of operations | |||||||||||
Ownership percentage | 25.01% | ||||||||||
Time Warner Cable Merger | Charter | |||||||||||
Investments in affiliates accounted for using the Equity Method | |||||||||||
Purchase price (in dollars per share) | $ 176.95 | ||||||||||
Cash paid to acquire equity method investments | $ 4,300,000,000 | ||||||||||
Charter acquisition of Bright House | Charter | |||||||||||
Investments in affiliates accounted for using the Equity Method | |||||||||||
Purchase price (in dollars per share) | $ 173 | ||||||||||
Cash paid to acquire equity method investments | $ 700,000,000 | ||||||||||
Liberty | Charter | |||||||||||
Investments in affiliates accounted for using the Equity Method | |||||||||||
Number of shares of common shares acquired | 897 | 26,900 | |||||||||
Number of warrants acquired | 1,100 | ||||||||||
Purchase price of equity method investments | $ 124,500,000 | $ 2,600,000,000 | |||||||||
Beneficial ownership percentage | 27.00% | ||||||||||
Purchase price (in dollars per share) | $ 95.50 | ||||||||||
Cash paid to acquire equity method investments | $ 1,200,000,000 | ||||||||||
Excess basis allocation within memo accounts | |||||||||||
Total | $ 2,532,000,000 | ||||||||||
New Charter | Bright House | |||||||||||
Excess basis allocation within memo accounts | |||||||||||
Payments to Acquire Businesses, Gross | $ 10,400,000,000 | ||||||||||
Class C common stock | |||||||||||
Investments in affiliates accounted for using the Equity Method | |||||||||||
Share Price | $ 40.36 | ||||||||||
Class C common stock | Time Warner Cable Merger | |||||||||||
Investments in affiliates accounted for using the Equity Method | |||||||||||
Cash received from rights offering | $ 4,400,000,000 | ||||||||||
Potential reduction of subscription rights | 25.00% | ||||||||||
Class C common stock | Time Warner Cable Merger | New Charter | |||||||||||
Investments in affiliates accounted for using the Equity Method | |||||||||||
Share Price | $ 56.23 |
Goodwill and Other Intangible31
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | Jan. 01, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Amortizable intangible assets | ||||
Gross Carrying Amount | $ 34,846 | $ 34,846 | ||
Accumulated Amortization | (23,817) | (22,959) | ||
Net Carrying Amount | 11,029 | 11,887 | ||
Amortization expense | 858 | $ 834 | ||
Estimated future amortization expense | ||||
Remainder of 2016 | 2,547 | |||
2,017 | 3,342 | |||
2,018 | 2,529 | |||
2,019 | 1,742 | |||
2,020 | 869 | |||
Patents | ||||
Amortizable intangible assets | ||||
Gross Carrying Amount | 10,823 | 10,823 | ||
Accumulated Amortization | (7,266) | (6,872) | ||
Net Carrying Amount | 3,557 | 3,951 | ||
Patents | Skyhook | ||||
Amortizable intangible assets | ||||
Useful life | 3 years 6 months | |||
Tradename | ||||
Amortizable intangible assets | ||||
Gross Carrying Amount | 2,838 | 2,838 | ||
Accumulated Amortization | (1,248) | (1,154) | ||
Net Carrying Amount | 1,590 | 1,684 | ||
Capitalized software | ||||
Amortizable intangible assets | ||||
Gross Carrying Amount | 10,973 | 10,973 | ||
Accumulated Amortization | (10,886) | (10,857) | ||
Net Carrying Amount | 87 | 116 | ||
Capitalized software | Skyhook | Minimum | ||||
Amortizable intangible assets | ||||
Useful life | 3 years | |||
Capitalized software | Skyhook | Maximum | ||||
Amortizable intangible assets | ||||
Useful life | 5 years | |||
Customer relationships | ||||
Amortizable intangible assets | ||||
Gross Carrying Amount | 10,212 | 10,212 | ||
Accumulated Amortization | (4,417) | (4,076) | ||
Net Carrying Amount | $ 5,795 | $ 6,136 | ||
Tradename and customer relationships [member] | Skyhook | ||||
Amortizable intangible assets | ||||
Useful life | 5 years 6 months |
Debt (Details)
Debt (Details) | Mar. 31, 2016USD ($) | Mar. 21, 2016USD ($)item | Apr. 07, 2015USD ($) | Oct. 31, 2014USD ($) | Oct. 30, 2014USD ($)item | Jul. 31, 2015USD ($) | Nov. 30, 2014USD ($) | Mar. 31, 2016USD ($)shares | Mar. 31, 2015USD ($) | Jul. 31, 2015 | Dec. 31, 2015USD ($) | Mar. 27, 2015USD ($) |
Debt disclosures | ||||||||||||
Debt outstanding | $ 597,729,000 | $ 597,729,000 | $ 399,703,000 | |||||||||
Distribution to parent | $ 300,000,000 | |||||||||||
Repayments of debt | $ 30,158,000 | |||||||||||
Margin Loan Agreements | Charter | ||||||||||||
Debt disclosures | ||||||||||||
Number of common shares pledged as collateral | shares | 8,200,000 | |||||||||||
Value of pledged collateral | 1,700,000,000 | $ 1,700,000,000 | ||||||||||
Margin Loan Agreements | Time Warner | ||||||||||||
Debt disclosures | ||||||||||||
Number of common shares pledged as collateral | shares | 2,400,000 | |||||||||||
Value of pledged collateral | 483,900,000 | $ 483,900,000 | ||||||||||
Revolving Credit Facility | ||||||||||||
Debt disclosures | ||||||||||||
Maximum borrowing capacity | $ 234,000,000 | |||||||||||
Interest rate basis | three-month LIBOR | |||||||||||
Basis spread on variable rate | 0.64% | |||||||||||
Proceeds from Issuance of Debt | $ 40,000,000 | |||||||||||
Debt Instrument, Unused Borrowing Capacity Fee, Percent | 0.12% | 0.12% | ||||||||||
Repayments of debt | $ 40,000,000 | |||||||||||
BroadbandSPV | Margin Loan Agreements | ||||||||||||
Debt disclosures | ||||||||||||
Long-term Debt, Gross | 400,000,000 | 400,000,000 | ||||||||||
Remaining borrowing capacity | $ 0 | $ 0 | ||||||||||
Interest rate basis | three-month LIBOR | |||||||||||
Basis spread on variable rate | 1.55% | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.16% | 2.16% | ||||||||||
BroadbandSPV | Margin Loan Agreements | ||||||||||||
Debt disclosures | ||||||||||||
Number of debt agreement | item | 2 | |||||||||||
Maximum borrowing capacity | $ 400,000,000 | |||||||||||
Proceeds From Issuance Of Secured Debt | $ 320,000,000 | $ 52,000,000 | ||||||||||
Cheetah 5 | ||||||||||||
Debt disclosures | ||||||||||||
Maximum borrowing capacity | $ 100,000,000 | $ 100,000,000 | ||||||||||
Cheetah 5 | Margin Loan Agreements | ||||||||||||
Debt disclosures | ||||||||||||
Number of debt agreement | item | 2 | |||||||||||
Maximum borrowing capacity | $ 300,000,000 | |||||||||||
Long-term Debt, Gross | 200,000,000 | 200,000,000 | ||||||||||
Remaining borrowing capacity | $ 100,000,000 | $ 100,000,000 | ||||||||||
Interest rate basis | LIBOR | |||||||||||
Basis spread on variable rate | 2.10% | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.50% | 2.50% | ||||||||||
Cheetah 5 | Margin Loan Agreements | Term loan | ||||||||||||
Debt disclosures | ||||||||||||
Maximum borrowing capacity | $ 200,000,000 | |||||||||||
Cheetah 5 | Margin Loan Agreements | Draw loan | ||||||||||||
Debt disclosures | ||||||||||||
Maximum borrowing capacity | $ 100,000,000 | $ 100,000,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stock-Based Compensation | ||
Stock-based compensation | $ 1,622 | $ 1,355 |
Operating expense | ||
Stock-Based Compensation | ||
Stock-based compensation | 2 | |
Selling, general and administrative | ||
Stock-Based Compensation | ||
Stock-based compensation | 1,546 | 1,331 |
Research and development | ||
Stock-Based Compensation | ||
Stock-based compensation | $ 74 | $ 24 |
Stock-Based Compensation (Det34
Stock-Based Compensation (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Options | |
Options granted (in shares) | 0 |
Unrecognized compensation cost options | $ | $ 20 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 6 months |
Common Stock, Capital Shares Reserved for Future Issuance | 3,200,000 |
2014 Plan | Awards | Class A common stock | |
Options | |
Outstanding beginning balance (in shares) | 630,000 |
Exercised (in shares) | (58,000) |
Outstanding ending balance (in shares) | 572,000 |
Number of awards exercisable (in shares) | 551,000 |
WAEP Outstanding beginning balance (in dollars per share) | $ / shares | $ 32.36 |
WAEP options exercised (in dollars per share) | $ / shares | 31.63 |
WAEP Outstanding ending balance (in dollars per share) | $ / shares | 32.43 |
WAEP options exercisable (in dollars per share) | $ / shares | $ 32.28 |
Weighted average remaining contractual life outstanding | 2 years 10 months 24 days |
Weighted average remaining contractual life exercisable | 2 years 9 months 18 days |
Aggregate intrinsic value outstanding | $ | $ 15 |
Aggregate intrinsic value exercisable | $ | $ 14 |
2014 Plan | Awards | Class C common stock | |
Options | |
Outstanding beginning balance (in shares) | 2,761,000 |
Exercised (in shares) | (149,000) |
Outstanding ending balance (in shares) | 2,612,000 |
Number of awards exercisable (in shares) | 1,040,000 |
WAEP Outstanding beginning balance (in dollars per share) | $ / shares | $ 41.09 |
WAEP options exercised (in dollars per share) | $ / shares | 31.97 |
WAEP Outstanding ending balance (in dollars per share) | $ / shares | 41.61 |
WAEP options exercisable (in dollars per share) | $ / shares | $ 32.22 |
Weighted average remaining contractual life outstanding | 6 years 3 months 18 days |
Weighted average remaining contractual life exercisable | 2 years 9 months 18 days |
Aggregate intrinsic value outstanding | $ | $ 43 |
Aggregate intrinsic value exercisable | $ | $ 27 |
Stock-Based Compensation (Det35
Stock-Based Compensation (Details) - LTIPs $ in Millions | Mar. 31, 2016USD ($) |
Level 3 | Other Current Liabilities | |
PAR and PSU activity | |
Fair value of outstanding grants | $ 2 |
TruePosition | PARs and PSUs | |
PAR and PSU activity | |
Fair value of outstanding grants | $ 3.9 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
TruePosition | ||
Leases | ||
Rental expense | $ 251 | $ 692 |
Commitments and Contingencies37
Commitments and Contingencies (Details) $ in Millions | May. 14, 2015USD ($) | Apr. 24, 2015USD ($) | Mar. 05, 2015item | Mar. 31, 2015USD ($) | Mar. 31, 2016item |
Skyhook | Patent infringement lawsuit | |||||
General Litigation | |||||
Number of claims | item | 8 | ||||
Number of days before action is reopened | 45 days | ||||
Litigation settlement amount | $ 90 | ||||
Proceeds from Legal Settlements | $ 90 | ||||
Legal Fees | $ 29.5 | ||||
TruePosition | Polaris patent infringement lawsuit | |||||
General Litigation | |||||
Loss Contingency, Damages Sought, Value | $ 3 | ||||
TruePosition | Indemnification claim | |||||
General Litigation | |||||
Number of claims | item | 4 |
Commitments and Contingencies38
Commitments and Contingencies (Details) - Revenue - Customer concentration - Significant customer - item | Dec. 31, 2015 | Mar. 31, 2015 |
Certain Risks and Concentrations | ||
Number of major customers | 1 | |
Concentration Risk, Percentage | 74.00% |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Segment information | |||
Revenue | $ 3,831 | $ 13,316 | |
Adjusted OIBDA | (6,732) | (5,435) | |
Total assets | 3,740,888 | $ 3,565,741 | |
Investments in affiliates | 2,301,210 | $ 2,372,699 | |
Capital expenditures | 20 | ||
Corporate and Other | |||
Segment information | |||
Adjusted OIBDA | (2,762) | (2,916) | |
Total assets | 3,691,429 | ||
Investments in affiliates | 2,301,210 | ||
Operating segments | |||
Segment information | |||
Revenue | 2,533,831 | 2,375,316 | |
Adjusted OIBDA | 858,268 | 776,565 | |
Total assets | 44,264,888 | ||
Investments in affiliates | 2,301,210 | ||
Capital expenditures | 429,020 | ||
Operating segments | TruePosition | |||
Segment information | |||
Revenue | 3,831 | 13,316 | |
Adjusted OIBDA | (3,970) | (2,519) | |
Total assets | 49,459 | ||
Capital expenditures | 20 | ||
Operating segments | Charter | |||
Segment information | |||
Revenue | 2,530,000 | 2,362,000 | |
Adjusted OIBDA | 865,000 | 782,000 | |
Total assets | 40,524,000 | ||
Capital expenditures | 429,000 | ||
Eliminate equity method affiliate | |||
Segment information | |||
Revenue | (2,530,000) | (2,362,000) | |
Adjusted OIBDA | (865,000) | $ (782,000) | |
Total assets | (40,524,000) | ||
Capital expenditures | $ (429,000) |
Segment Information (Details)40
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Reconciliation of segment Adjusted OIBDA to earnings (loss) before income taxes | ||
Combined segment Adjusted OIBDA | $ (6,732) | $ (5,435) |
Stock-based compensation | (1,622) | (1,355) |
Depreciation and amortization | (986) | (3,244) |
Net gain on legal settlement | 60,505 | |
Interest expense | (2,441) | (1,761) |
Dividend and interest income | 2,189 | 1,036 |
Share of earnings (loss) of affiliates, net | (70,278) | (43,050) |
Gain Loss On Financial Instruments Net | 45,005 | (1,329) |
Gain (loss) on dilution of investment in affiliate | (1,724) | (410) |
Other, net | 71 | (24) |
Net earnings (loss) before income taxes | $ (36,518) | $ 4,933 |