Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 31, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-36713 | |
Entity Registrant Name | LIBERTY BROADBAND CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-1211994 | |
Entity Address, Address Line One | 12300 Liberty Boulevard | |
Entity Address, City or Town | Englewood | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80112 | |
City Area Code | 720 | |
Local Phone Number | 875-5700 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001611983 | |
Amendment Flag | false | |
Series A common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series A common stock | |
Trading Symbol | LBRDA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 26,495,183 | |
Series B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,451,119 | |
Series C common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series C common stock | |
Trading Symbol | LBRDK | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 149,548,921 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 400,268 | $ 49,724 |
Other current assets | 2,224 | 2,409 |
Total current assets | 402,492 | 52,133 |
Investment in Charter, accounted for using the equity method (note 4) | 12,450,425 | 12,194,674 |
Other assets | 8,772 | 9,535 |
Total assets | 12,861,689 | 12,256,342 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 7,699 | 6,168 |
Deferred revenue and other current liabilities | 8,640 | 5,971 |
Total current liabilities | 16,339 | 12,139 |
Debt, including $621,000 and $0 measured at fair value, respectively (note 5) | 1,318,664 | 572,944 |
Deferred income tax liabilities | 1,036,672 | 999,757 |
Other liabilities | 2,764 | 3,556 |
Total liabilities | 2,374,439 | 1,588,396 |
Equity | ||
Preferred stock, $.01 par value. Authorized 50,000,000 shares; no shares issued | ||
Additional paid-in capital | 7,587,627 | 7,890,084 |
Accumulated other comprehensive earnings, net of taxes | (3,394) | 8,158 |
Retained earnings | 2,901,217 | 2,767,885 |
Total equity | 10,487,250 | 10,667,946 |
Commitments and contingencies (note 7) | ||
Total liabilities and equity | 12,861,689 | 12,256,342 |
Series A common stock | ||
Equity | ||
Common stock | 265 | 265 |
Series B common stock | ||
Equity | ||
Common stock | 25 | 25 |
Series C common stock | ||
Equity | ||
Common stock | $ 1,510 | $ 1,529 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Long-term debt, measured at fair value | $ 621,000 | $ 0 |
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock shares authorized | 50,000,000 | 50,000,000 |
Preferred shares issued | 0 | 0 |
Series 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 | 26,495,183 | 26,493,197 |
Common Stock, Shares, Outstanding | 26,495,183 | 26,493,197 |
Series 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 | 2,451,119 | 2,451,920 |
Common Stock, Shares, Outstanding | 2,451,119 | 2,451,920 |
Series 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 | 150,952,521 | 152,956,316 |
Common Stock, Shares, Outstanding | 150,952,521 | 152,956,316 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue: | ||||
Total Revenue | $ 4,219 | $ 3,713 | $ 12,437 | $ 10,918 |
Operating costs and expenses | ||||
Operating, including stock-based compensation (note 6) | 2,523 | 2,323 | 7,515 | 6,803 |
Selling, general and administrative, including stock-based compensation (note 6) | 17,968 | 8,507 | 37,316 | 23,662 |
Depreciation and amortization | 56 | 471 | 1,041 | 1,408 |
Total operating costs and expenses | 20,547 | 11,301 | 45,872 | 31,873 |
Operating income (loss) | (16,328) | (7,588) | (33,435) | (20,955) |
Other income (expense): | ||||
Interest expense | (3,719) | (6,123) | (14,711) | (19,008) |
Share of earnings (losses) of affiliates (note 4) | 188,586 | 61,633 | 408,396 | 141,882 |
Gain (loss) on dilution of investment in affiliate (note 4) | (35,284) | (11,219) | (140,610) | (68,944) |
Realized and unrealized gains (losses) on financial instruments, net (note 3) | (39,324) | (433) | (39,324) | (433) |
Other, net | 8 | 350 | 199 | 1,179 |
Net earnings (loss) before income taxes | 93,939 | 36,620 | 180,515 | 33,721 |
Income tax benefit (expense) | (24,979) | (9,124) | (47,183) | (8,474) |
Net earnings (loss) attributable to Liberty Broadband shareholders | $ 68,960 | $ 27,496 | $ 133,332 | $ 25,247 |
Basic net earnings (loss) attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 2) | $ 0.38 | $ 0.15 | $ 0.73 | $ 0.14 |
Diluted net earnings (loss) attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 2) | $ 0.38 | $ 0.15 | $ 0.73 | $ 0.14 |
Software sales | ||||
Revenue: | ||||
Total Revenue | $ 4,209 | $ 3,713 | $ 12,317 | $ 10,918 |
Service | ||||
Revenue: | ||||
Total Revenue | $ 10 | $ 120 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Earnings (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Condensed Consolidated Statements of Comprehensive Earnings (Loss) | ||||
Net earnings (loss) | $ 68,960 | $ 27,496 | $ 133,332 | $ 25,247 |
Other comprehensive earnings (loss), net of taxes: | ||||
Comprehensive earnings (loss) attributable to debt credit risk adjustments | (11,552) | (11,552) | ||
Other comprehensive earnings (loss), net of taxes | (11,552) | (11,552) | ||
Comprehensive earnings (loss) attributable to Liberty Broadband shareholders | $ 57,408 | $ 27,496 | $ 121,780 | $ 25,247 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||||
Net earnings (loss) | $ 133,332 | $ 25,247 | ||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization | $ 56 | $ 471 | 1,041 | 1,408 |
Stock-based compensation | 5,736 | 7,670 | ||
Share of (earnings) losses of affiliates, net | (188,586) | (61,633) | (408,396) | (141,882) |
(Gain) loss on dilution of investment in affiliate | 35,284 | 11,219 | 140,610 | 68,944 |
Realized and unrealized (gains) losses on financial instruments, net | 39,324 | 433 | 39,324 | 433 |
Deferred income tax expense (benefit) | 47,183 | 8,474 | ||
Other, net | 1,070 | 1,016 | ||
Changes in operating assets and liabilities: | ||||
Current and other assets | 244 | (927) | ||
Payables and other liabilities | 3,044 | 2,385 | ||
Net cash provided (used) by operating activities | (36,812) | (27,232) | ||
Cash flows from investing activities: | ||||
Capital expended for property and equipment | (42) | (75) | ||
Exercise of preemptive right to purchase Charter shares | (14,910) | |||
Net cash provided (used) by investing activities | (14,952) | (75) | ||
Cash flows from financing activities: | ||||
Borrowings of debt | 700,000 | 50,000 | ||
Repurchases of Liberty Broadband common stock | (285,722) | |||
Payments from issuances of financial instruments | (46,330) | |||
Payment to former parent under tax sharing agreement related to net settlement of Awards | (16,090) | |||
Taxes paid in lieu of shares issued for stock-based compensation | (2,121) | |||
Other financing activities, net | (9,849) | 3,170 | ||
Net cash provided (used) by financing activities | 402,308 | (9,250) | ||
Net increase (decrease) in cash | 350,544 | (36,557) | ||
Cash, cash equivalents and restricted cash, beginning of period | 49,724 | 83,103 | ||
Cash, cash equivalents and restricted cash, end of period | $ 400,268 | $ 46,546 | $ 400,268 | $ 46,546 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Equity - USD ($) $ in Thousands | Series A common stockCommon stock | Series B common stockCommon stock | Series C common stockCommon stock | Additional paid-in capital | Accumulated other comprehensive earnings | Retained earnings | Total |
Balance at Dec. 31, 2018 | $ 263 | $ 25 | $ 1,526 | $ 7,938,357 | $ 7,778 | $ 2,650,669 | $ 10,598,618 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net earnings (loss) | 25,247 | 25,247 | |||||
Stock-based compensation | 7,515 | 7,515 | |||||
Issuance of common stock upon exercise of stock options | 1 | 1 | 4,418 | 4,420 | |||
Tax sharing arrangement with former parent | (16,090) | (16,090) | |||||
Noncontrolling interest activity at Charter | (7,538) | (7,538) | |||||
Balance at Sep. 30, 2019 | 264 | 25 | 1,527 | 7,926,662 | 7,778 | 2,675,916 | 10,612,172 |
Balance at Jun. 30, 2019 | 264 | 25 | 1,527 | 7,929,046 | 7,778 | 2,648,420 | 10,587,060 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net earnings (loss) | 27,496 | 27,496 | |||||
Stock-based compensation | 2,505 | 2,505 | |||||
Issuance of common stock upon exercise of stock options | 265 | 265 | |||||
Noncontrolling interest activity at Charter | (5,154) | (5,154) | |||||
Balance at Sep. 30, 2019 | 264 | 25 | 1,527 | 7,926,662 | 7,778 | 2,675,916 | 10,612,172 |
Balance at Dec. 31, 2019 | 265 | 25 | 1,529 | 7,890,084 | 8,158 | 2,767,885 | 10,667,946 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net earnings (loss) | 133,332 | 133,332 | |||||
Other comprehensive loss | (11,552) | (11,552) | |||||
Stock-based compensation | 5,684 | 5,684 | |||||
Issuance of common stock upon exercise of stock options | 1 | 25 | 26 | ||||
Withholding taxes on net share settlements of stock-based compensation | (2,121) | (2,121) | |||||
Series C Liberty Broadband stock repurchases | (20) | (285,702) | (285,722) | ||||
Noncontrolling interest activity at Charter | (20,343) | (20,343) | |||||
Balance at Sep. 30, 2020 | 265 | 25 | 1,510 | 7,587,627 | (3,394) | 2,901,217 | 10,487,250 |
Balance at Jun. 30, 2020 | 265 | 25 | 1,530 | 7,878,499 | 8,158 | 2,832,257 | 10,720,734 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net earnings (loss) | 68,960 | 68,960 | |||||
Other comprehensive loss | (11,552) | (11,552) | |||||
Stock-based compensation | 1,979 | 1,979 | |||||
Series C Liberty Broadband stock repurchases | (20) | (285,702) | (285,722) | ||||
Noncontrolling interest activity at Charter | (7,149) | (7,149) | |||||
Balance at Sep. 30, 2020 | $ 265 | $ 25 | $ 1,510 | $ 7,587,627 | $ (3,394) | $ 2,901,217 | $ 10,487,250 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Basis of Presentation | |
Basis of Presentation | (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”). These financial statements refer to Liberty Broadband Corporation as “Liberty Broadband,” “the Company,” “us,” “we” and “our” in the notes to the condensed consolidated financial statements. Through a number of prior years’ transactions, Liberty Broadband has acquired an interest in Charter Communications, Inc. (“Charter”). Pursuant to proxy agreements with GCI Liberty, Inc. (“GCI Liberty”) and Advance/Newhouse Partnership (“A/N”), Liberty Broadband controls 25.01% of the aggregate voting power of Charter. 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, 2019, 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, 2019. 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 . In December 2019, Chinese officials reported a novel coronavirus outbreak (“COVID-19”). COVID-19 has since spread through China and internationally. On March 11, 2020, the World Health Organization assessed COVID-19 as a global pandemic, causing many countries throughout the world to take aggressive actions, including imposing travel restrictions and stay-at-home orders, closing public attractions and restaurants, and mandating social distancing practices. We are not presently aware of any events or circumstances arising from the COVID-19 pandemic that would require us to update our estimates or judgments or revise the carrying value of our assets or liabilities. Our estimates may change, however, as new events occur and additional information is obtained, and any such changes will be recognized in the consolidated financial statements. Actual results could differ from estimates, and any such differences may be material to our financial statements. 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. On August 6, 2020, Liberty Broadband and GCI Liberty entered into a definitive merger agreement under which Liberty Broadband agreed to acquire all of the outstanding shares of GCI Liberty in a stock-for-stock merger (the “Combination”). Under the terms of the merger agreement each holder of Series A and B common stock of GCI Liberty will receive 0.58 of a share of Series C common stock and Series B common stock, respectively, of Liberty Broadband. Additionally, holders of a share of Series A Cumulative Redeemable Preferred Stock of GCI Liberty will receive one share of Series A Cumulative Redeemable Preferred Stock with mirror terms to be issued by Liberty Broadband. The Combination was recommended to the Company’s Board of Directors for approval by a special committee composed solely of independent, disinterested directors and advised by independent financial and legal advisors. The closing of the Combination is subject to certain customary conditions, including: (i) the adoption of the merger agreement by holders of a majority of the aggregate voting power of the GCI Liberty outstanding stock entitled to vote thereon not owned by John C. Malone and certain other persons, (ii) the adoption of the merger agreement by holders of a majority of the aggregate voting power of the Liberty Broadband outstanding stock entitled to vote thereon not owned by John C. Malone and certain other persons, (iii) the adoption of the merger agreement by holders of a majority of the aggregate voting power of the GCI Liberty outstanding stock entitled to vote thereon, (iv) approval of the Liberty Broadband stock issuance by holders of a majority of the aggregate voting power of the Liberty Broadband outstanding stock present in person or by proxy at the stockholder meeting and entitled to vote thereon and (v) the receipt of any applicable regulatory approvals. Liberty Broadband and GCI Liberty expect the Combination to close no later than the first quarter of 2021, subject to potential COVID-19 related delays. 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 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 services agreement, Liberty provides Liberty Broadband with general and administrative services including legal, tax, accounting, treasury and investor relations support. See below for a description of an amendment to the services agreement in December 2019. 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, amounts reimbursable to Liberty were approximately $1.0 million and $0.7 million for the three months ended September 30, 2020 and 2019, respectively, and $3.2 million and $18.6 million for the nine months ended September 30, 2020 and 2019, respectively. In December 2019, the Company entered into an amendment to the services agreement with Liberty in connection with Liberty’s entry into a new employment arrangement with Gregory B. Maffei, the Company’s President and Chief Executive Officer. Under the amended services agreement, components of his compensation will either be paid directly to him by each of the Company, Liberty TripAdvisor Holdings, Inc., GCI Liberty, and Qurate Retail, Inc. (collectively, the “Service Companies”) or reimbursed to Liberty, in each case, based on allocations among Liberty and the Service Companies set forth in the amended services agreement, currently set at 18% for the Company. |
Earnings (Loss) per Share
Earnings (Loss) per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings (Loss) per Share | |
Earnings (Loss) per Share | (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 Three months Three months Nine months Nine months ended ended ended ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 (numbers of shares in thousands) Basic WASO 181,472 181,522 181,765 181,409 Potentially dilutive shares (1) 1,031 1,451 953 1,377 Diluted WASO 182,503 182,973 182,718 182,786 (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 Measured
Assets and Liabilities Measured at Fair Value | 9 Months Ended |
Sep. 30, 2020 | |
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 3. The Company’s assets and (liabilities) measured at fair value are as follows: September 30, 2020 December 31, 2019 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 $ 375,615 375,615 — 48,174 48,174 — Exchangeable senior debentures $ 621,000 — 621,000 — — — Other Financial Instruments The carrying amounts of other financial instruments not measured at fair value on a recurring basis include trade receivables, trade payables, and accrued and other current liabilities, which approximate 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 under the Margin Loan Facility (as defined in note 5 to the accompanying condensed consolidated financial statements) bears interest at a variable rate and therefore is also considered to approximate fair value. Realized and Unrealized Gains (Losses) on Financial Instruments Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 (amounts in thousands) Derivative instruments (1) $ — (433) — (433) Exchangeable senior debentures (2) (39,324) NA (39,324) NA $ (39,324) (433) (39,324) (433) (1) In September 2019, the Company entered into a zero-strike call option on 460,675 shares of Liberty Broadband Series C common stock and prepaid a premium of $46.3 million. (2) The Company has elected to account for its exchangeable senior debentures entered into in August 2020 using the fair value option. Changes in the fair value of the exchangeable senior debentures recognized in the condensed consolidated statements of operations are primarily due to market factors driven by changes in the fair value of the underlying shares into which debt is exchangeable. The Company isolates the portion of the unrealized gain (loss) attributable to the change in the instrument specific credit risk and recognizes such amount in other comprehensive income. The change in the fair value of the exchangeable senior debentures attributable to changes in the instrument specific credit risk before tax was a loss of $15.3 million for the three and nine months ended September 30, 2020. |
Investment in Charter Accounted
Investment in Charter Accounted for Using the Equity Method | 9 Months Ended |
Sep. 30, 2020 | |
Investment in Charter Accounted for Using the Equity Method | |
Investment in Charter Accounted for Using the Equity Method | (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 voting and ownership interest and the board seats held by individuals appointed by Liberty Broadband. As of September 30, 2020, the carrying and market value of Liberty Broadband’s ownership in Charter was approximately $12,450 million and $33,781 million, respectively. Liberty Broadband’s ownership in Charter is 27.1% of the outstanding equity of Charter as of September 30, 2020. Pursuant to proxy agreements with GCI Liberty 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. Liberty Broadband’s overall voting interest (24.0% at September 30, 2020) is diluted by the outstanding A/N interest in a subsidiary of Charter because the A/N interest has voting rights in Charter. 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 and is Charter’s largest stockholder. Liberty Broadband’s equity ownership in Charter (on a fully diluted basis) is capped at the greater of 26% or the cap on its voting interest. Liberty Broadband’s voting interest in Charter is capped at the greater of (x) 25.01% (or 0.01% above the person or group holding the highest voting percentage of Charter) and (y) 23.5% increased one-for-one to a maximum of 35% for each permanent reduction in A/N’s equity interest in Charter below 15%. As of September 30, 2020, Liberty Broadband does not believe it has exceeded the cap on its equity ownership in Charter. 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 Charter 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 Charter held by A/N, Liberty Broadband will 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 During the nine months ended September 30, 2020, Liberty Broadband exercised its preemptive right to purchase an aggregate of approximately 35 thousand shares of Charter’s Class A common stock for an aggregate purchase price of $14.9 million. Investment in Charter The excess basis in our investment in Charter of $5,167 million as of September 30, 2020 is allocated within memo accounts used for equity accounting purposes as follows (amounts in millions): September 30, December 31, 2020 2019 Property and equipment $ 307 225 Customer relationships 1,381 1,043 Franchise fees 2,402 1,996 Trademarks 29 29 Goodwill 2,182 1,630 Debt (144) (9) Deferred income tax liability (990) (817) $ 5,167 4,097 Property and equipment and customer relationships have weighted average remaining useful lives of approximately 5 years and 9 years, respectively, and franchise fees, trademarks and goodwill have indefinite lives. The excess basis of outstanding debt is amortized over the contractual period using the straight-line method. The increase in excess basis for the nine months ended September 30, 2020 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 $25.5 million and $32.7 million, net of related taxes, for the three months ended September 30, 2020 and 2019, respectively, and expenses of $107.3 million and $88.7 million, net of related taxes, for the nine months ended September 30, 2020 and 2019, 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 $35.3 million and $11.2 million during the three months ended September 30, 2020 and 2019, respectively, and a dilution loss of $140.6 million and $68.9 million during the nine months ended September 30, 2020 and 2019, 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. Summarized unaudited financial information for Charter is as follows (amounts in millions): Charter condensed consolidated balance sheets September 30, 2020 December 31, 2019 Current assets $ 4,063 6,537 Property and equipment, net 34,196 34,591 Goodwill 29,554 29,554 Intangible assets, net 73,372 74,775 Other assets 3,008 2,731 Total assets $ 144,193 148,188 Current liabilities 10,256 12,385 Deferred income taxes 17,929 17,711 Long-term debt 77,947 75,578 Other liabilities 4,349 3,703 Equity 33,712 38,811 Total liabilities and shareholders’ equity $ 144,193 148,188 Charter condensed consolidated statements of operations Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Revenue $ 12,039 11,450 35,473 34,003 Cost and expenses: Operating costs and expenses (excluding depreciation and amortization) 7,483 7,435 22,212 21,915 Depreciation and amortization 2,370 2,415 7,295 7,465 Other operating (income) expenses, net 14 14 23 71 9,867 9,864 29,530 29,451 Operating income 2,172 1,586 5,943 4,552 Interest expense, net (946) (963) (2,883) (2,833) Other income (expense), net (117) (30) (413) (220) Income tax benefit (expense) (177) (126) (372) (329) Net income (loss) 932 467 2,275 1,170 Less: Net income attributable to noncontrolling interests (118) (80) (299) (216) Net income (loss) attributable to Charter shareholders $ 814 387 1,976 954 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt | |
Debt | (5) Debt Outstanding principal Carrying value September 30, September 30, December 31, 2020 2020 2019 (amounts in thousands) Margin Loan $ 700,000 700,000 575,000 Exchangeable Senior Debentures 575,000 621,000 — Deferred financing costs — (2,336) (2,056) Total $ 1,275,000 1,318,664 572,944 Margin Loan Facility On August 12, 2020, a bankruptcy remote wholly owned subsidiary of the Company (“SPV”), entered into Amendment No. 3 to its multi-draw margin loan credit facility and Amendment No. 2 to its Collateral Account Control Agreement (the “Third Amendment”), which amends SPV’s margin loan agreement, dated as of August 31, 2017 (as amended by Amendment No. 1 to Margin Loan Agreement, dated as of August 24, 2018, and as further amended by Amendment No. 2 to Margin Loan Agreement and Amendment No. 1 to Collateral Account Control Agreement, dated August 19, 2019, the “Existing Margin Loan Agreement”; the Existing Margin Loan Agreement, as amended by the Third Amendment, the “Margin Loan Agreement”), with Wilmington Trust, National Association, as the administrative agent, BNP Paribas, as the calculation agent, and the lenders party thereto. The Margin Loan Agreement provides for, among other things, a multi-draw term loan credit facility (the “Margin Loan Facility”) in an aggregate principal amount of up to $2.3 billion, including the Incremental Facility (as defined below). SPV’s obligations under the Margin Loan Facility are secured by first priority liens on the shares of Charter owned by SPV. 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 to borrow up to $1.3 billion of additional loans under the Margin Loan Facility (the “Incremental Facility” and the loans made under the Incremental Facility, the “Additional Loans”). The borrowings under the Incremental Facility are subject to certain conditions precedent, including the completion of the Combination (as defined in note 1 to the accompanying condensed consolidated financial statements). SPV drew down an additional $25 million on July 31, 2020 and an additional $100 million on August 20, 2020 on the Margin Loan Facility. Outstanding borrowings under the respective margin loan agreements were $700 million and $575 million as of September 30, 2020 and December 31, 2019, respectively. As of September 30, 2020, SPV was permitted to borrow an additional $300 million, which may be drawn through August 12, 2021. The maturity date of the loans under the Margin Loan Agreement is August 24, 2022 (except for any Additional Loans incurred thereunder to the extent SPV and the incremental lenders agree to a later maturity date). Borrowings under the Margin Loan Agreement bear interest at the three-month LIBOR rate plus a per annum spread of 1.5%, increasing to a per annum spread of 1.85% from and after the completion of the Combination. The Margin Loan Agreement also provides for customary LIBOR replacement provisions. Borrowings outstanding under this margin loan bore interest at a rate of 1.72% per annum at September 30, 2020 and is payable quarterly in arrears. The 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 Margin Loan Agreement does not include any financial covenants. The 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 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 Margin Loan Agreement. The 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. Exchangeable Senior Debentures On August 27, 2020, the Company closed a private offering of $575 million aggregate original principal amount of its 2.75% Exchangeable Senior Debentures due 2050 (the “Debentures”), including Debentures with an aggregate original principal amount of $75 million issued pursuant to the exercise of an option granted to the initial purchasers. Upon an exchange of Debentures, the Company, at its election, may deliver shares of Charter Class A common stock, the value thereof in cash, or any combination of shares of Charter Class A common stock and cash. Initially, 1.1661 shares of Charter Class A common stock are attributable to each $1,000 original principal amount of Debentures, representing an initial exchange price of approximately $857.56 for each share of Charter Class A common stock. A total of 670,507 shares of Charter Class A common stock are attributable to the Debentures. Interest is payable quarterly on March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2020. The Debentures may be redeemed by the Company, in whole or in part, on or after October 5, 2023. Holders of the Debentures also have the right to require the Company to purchase their Debentures on October 5, 2023. The redemption and purchase price will generally equal 100% of the adjusted principal amount of the Debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution. The Company has elected to account for the Debentures using the fair value option. Accordingly, changes in the fair value of these instruments are recognized as unrealized gains (losses) in the accompanying condensed consolidated statements of operations. See note 3 for information related to unrealized gains (losses) on debt measured at fair value. As of September 30, 2020, a holder of the Debentures does not have the ability to exchange and, accordingly, the Debentures are classified as long-term debt in the condensed consolidated balance sheets. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Stock-Based Compensation | |
Stock-Based Compensation | (6) Stock-Based Compensation Liberty Broadband grants, to certain of its directors, employees and employees of its subsidiaries, restricted stock, restricted stock units (“RSUs”) 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 and nine months ended September 30, 2020 and 2019 (amounts in thousands): Three months Nine months ended ended September 30, September 30, 2020 2019 2020 2019 Operating expense $ 10 12 23 60 Selling, general and administrative 1,992 2,519 5,713 7,610 $ 2,002 2,531 5,736 7,670 Liberty Broadband – Grants of Awards During the nine months ended September 30, 2020, Liberty Broadband granted 100 thousand options to purchase shares of Series C Liberty Broadband common stock to our CEO. Such options had a GDFV of $27.39 per share and vest on December 31, 2020. There were no options to purchase shares of Series A or Series B During the nine months ended September 30, 2020, Liberty Broadband granted 2 thousand time-based RSUs of Series C Liberty Broadband common stock to our CEO. The RSUs had a GDFV of $120.71 per share and cliff vest on December 10, 2020. This RSU grant was issued in lieu of our CEO receiving 50% of his remaining base salary for the last three quarters of calendar year 2020, and he has waived his right to receive the other 50%, in each case, in light of the ongoing financial impact of COVID-19. 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. 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 average remaining Aggregate contractual intrinsic Series A WAEP life value (in thousands) (in years) (in millions) Outstanding at January 1, 2020 4 $ 47.92 Granted — $ — Exercised (3) $ 51.84 Forfeited/cancelled — $ — Outstanding at September 30, 2020 1 $ 39.70 1.7 $ — Exercisable at September 30, 2020 1 $ 39.70 1.7 $ — Weighted average remaining Aggregate contractual intrinsic Series C WAEP life value (in thousands) (in years) (in millions) Outstanding at January 1, 2020 1,932 $ 61.43 Granted 122 $ 116.09 Exercised (6) $ 51.82 Forfeited/cancelled — $ — Outstanding at September 30, 2020 2,048 $ 64.73 4.7 $ 160 Exercisable at September 30, 2020 1,616 $ 50.00 4.2 $ 150 As of September 30, 2020, the total unrecognized compensation cost related to unvested Awards was approximately $9.0 million. Such amount will be recognized in the Company's condensed consolidated statements of operations over a weighted average period of approximately 2.7 years. As of September 30, 2020, Liberty Broadband reserved 2.0 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 and phantom stock units to employees, directors, and consultants of Skyhook that is not significant to Liberty Broadband. As of September 30, 2020 and December 31, 2019, $1.0 million and $1.2 million, respectively, are included in other liabilities for the fair value (Level 2) of the Company’s long-term incentive plan obligations. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | (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 individually, aggregated 59% and 59% of total revenue for the three months ended September 30, 2020 and 2019, respectively, and 59% and 71% of total revenue for the nine months ended September 30, 2020 and 2019, 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. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Information | |
Segment Information | (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. For segment reporting purposes, 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 by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. 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 nine months ended September 30, 2020, 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 included in our Annual Report on Form 10-K for the year ended December 31, 2019. 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 tables below and subsequently eliminated in order to reconcile the account totals to the Liberty Broadband condensed consolidated financial statements. Performance Measures Three months ended September 30, 2020 2019 Adjusted Adjusted Revenue OIBDA Revenue OIBDA (amounts in thousands) Skyhook $ 4,219 (662) 3,713 (1,105) Charter 12,039,000 4,625,000 11,450,000 4,072,000 Corporate and other — (13,608) — (3,481) 12,043,219 4,610,730 11,453,713 4,067,414 Eliminate equity method affiliate (12,039,000) (4,625,000) (11,450,000) (4,072,000) Consolidated Liberty Broadband $ 4,219 (14,270) 3,713 (4,586) Nine months ended September 30, 2020 2019 Adjusted Adjusted Revenue OIBDA Revenue OIBDA (amounts in thousands) Skyhook $ 12,437 (2,429) 10,918 (3,174) Charter 35,473,000 13,501,000 34,003,000 12,255,000 Corporate and other — (24,229) — (8,703) 35,485,437 13,474,342 34,013,918 12,243,123 Eliminate equity method affiliate (35,473,000) (13,501,000) (34,003,000) (12,255,000) Consolidated Liberty Broadband $ 12,437 (26,658) 10,918 (11,877) Other Information September 30, 2020 Total Investments Capital assets in affiliates expenditures (amounts in thousands) Skyhook $ 16,071 — 42 Charter 144,193,000 — 5,352,000 Corporate and other 12,845,618 12,450,425 — 157,054,689 12,450,425 5,352,042 Eliminate equity method affiliate (144,193,000) — (5,352,000) Consolidated Liberty Broadband $ 12,861,689 12,450,425 42 The following table provides a reconciliation of Adjusted OIBDA to Operating income (loss) and Earnings (loss) before income taxes: Three months ended Nine months September 30, ended September 30, 2020 2019 2020 2019 (amounts in thousands) Adjusted OIBDA $ (14,270) (4,586) (26,658) (11,877) Stock-based compensation (2,002) (2,531) (5,736) (7,670) Depreciation and amortization (56) (471) (1,041) (1,408) Operating income (loss) (16,328) (7,588) (33,435) (20,955) Interest expense (3,719) (6,123) (14,711) (19,008) Share of earnings (loss) of affiliates, net 188,586 61,633 408,396 141,882 Gain (loss) on dilution of investment in affiliate (35,284) (11,219) (140,610) (68,944) Realized and unrealized gains (losses) on financial instruments, net (39,324) (433) (39,324) (433) Other, net 8 350 199 1,179 Earnings (loss) before income taxes $ 93,939 36,620 180,515 33,721 |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings (Loss) per Share | |
Schedule of weighted average number of shares | Liberty Broadband Common Stock Three months Three months Nine months Nine months ended ended ended ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 (numbers of shares in thousands) Basic WASO 181,472 181,522 181,765 181,409 Potentially dilutive shares (1) 1,031 1,451 953 1,377 Diluted WASO 182,503 182,973 182,718 182,786 (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 Measur_2
Assets and Liabilities Measured at Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Assets and Liabilities Measured at Fair Value | |
Schedule of assets and liabilities measured at fair value | September 30, 2020 December 31, 2019 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 $ 375,615 375,615 — 48,174 48,174 — Exchangeable senior debentures $ 621,000 — 621,000 — — — |
Investment in Charter Account_2
Investment in Charter Accounted for Using the Equity Method (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investment in Charter Accounted for Using the Equity Method | |
Schedule of allocation of excess basis within memo accounts used for equity accounting purposes | The excess basis in our investment in Charter of $5,167 million as of September 30, 2020 is allocated within memo accounts used for equity accounting purposes as follows (amounts in millions): September 30, December 31, 2020 2019 Property and equipment $ 307 225 Customer relationships 1,381 1,043 Franchise fees 2,402 1,996 Trademarks 29 29 Goodwill 2,182 1,630 Debt (144) (9) Deferred income tax liability (990) (817) $ 5,167 4,097 |
Summary of financial information for Charter | Summarized unaudited financial information for Charter is as follows (amounts in millions): Charter condensed consolidated balance sheets September 30, 2020 December 31, 2019 Current assets $ 4,063 6,537 Property and equipment, net 34,196 34,591 Goodwill 29,554 29,554 Intangible assets, net 73,372 74,775 Other assets 3,008 2,731 Total assets $ 144,193 148,188 Current liabilities 10,256 12,385 Deferred income taxes 17,929 17,711 Long-term debt 77,947 75,578 Other liabilities 4,349 3,703 Equity 33,712 38,811 Total liabilities and shareholders’ equity $ 144,193 148,188 Charter condensed consolidated statements of operations Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Revenue $ 12,039 11,450 35,473 34,003 Cost and expenses: Operating costs and expenses (excluding depreciation and amortization) 7,483 7,435 22,212 21,915 Depreciation and amortization 2,370 2,415 7,295 7,465 Other operating (income) expenses, net 14 14 23 71 9,867 9,864 29,530 29,451 Operating income 2,172 1,586 5,943 4,552 Interest expense, net (946) (963) (2,883) (2,833) Other income (expense), net (117) (30) (413) (220) Income tax benefit (expense) (177) (126) (372) (329) Net income (loss) 932 467 2,275 1,170 Less: Net income attributable to noncontrolling interests (118) (80) (299) (216) Net income (loss) attributable to Charter shareholders $ 814 387 1,976 954 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt | |
Schedule of debt | Outstanding principal Carrying value September 30, September 30, December 31, 2020 2020 2019 (amounts in thousands) Margin Loan $ 700,000 700,000 575,000 Exchangeable Senior Debentures 575,000 621,000 — Deferred financing costs — (2,336) (2,056) Total $ 1,275,000 1,318,664 572,944 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
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 and nine months ended September 30, 2020 and 2019 (amounts in thousands): Three months Nine months ended ended September 30, September 30, 2020 2019 2020 2019 Operating expense $ 10 12 23 60 Selling, general and administrative 1,992 2,519 5,713 7,610 $ 2,002 2,531 5,736 7,670 |
Series A common stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
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, 2020 4 $ 47.92 Granted — $ — Exercised (3) $ 51.84 Forfeited/cancelled — $ — Outstanding at September 30, 2020 1 $ 39.70 1.7 $ — Exercisable at September 30, 2020 1 $ 39.70 1.7 $ — |
Series C common stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
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, 2020 1,932 $ 61.43 Granted 122 $ 116.09 Exercised (6) $ 51.82 Forfeited/cancelled — $ — Outstanding at September 30, 2020 2,048 $ 64.73 4.7 $ 160 Exercisable at September 30, 2020 1,616 $ 50.00 4.2 $ 150 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Information | |
Schedule of performance measures | Three months ended September 30, 2020 2019 Adjusted Adjusted Revenue OIBDA Revenue OIBDA (amounts in thousands) Skyhook $ 4,219 (662) 3,713 (1,105) Charter 12,039,000 4,625,000 11,450,000 4,072,000 Corporate and other — (13,608) — (3,481) 12,043,219 4,610,730 11,453,713 4,067,414 Eliminate equity method affiliate (12,039,000) (4,625,000) (11,450,000) (4,072,000) Consolidated Liberty Broadband $ 4,219 (14,270) 3,713 (4,586) Nine months ended September 30, 2020 2019 Adjusted Adjusted Revenue OIBDA Revenue OIBDA (amounts in thousands) Skyhook $ 12,437 (2,429) 10,918 (3,174) Charter 35,473,000 13,501,000 34,003,000 12,255,000 Corporate and other — (24,229) — (8,703) 35,485,437 13,474,342 34,013,918 12,243,123 Eliminate equity method affiliate (35,473,000) (13,501,000) (34,003,000) (12,255,000) Consolidated Liberty Broadband $ 12,437 (26,658) 10,918 (11,877) |
Schedule of segment reporting information | September 30, 2020 Total Investments Capital assets in affiliates expenditures (amounts in thousands) Skyhook $ 16,071 — 42 Charter 144,193,000 — 5,352,000 Corporate and other 12,845,618 12,450,425 — 157,054,689 12,450,425 5,352,042 Eliminate equity method affiliate (144,193,000) — (5,352,000) Consolidated Liberty Broadband $ 12,861,689 12,450,425 42 |
Schedule of reconciliation of segment Adjusted OIBDA to earnings (loss) before income taxes | Three months ended Nine months September 30, ended September 30, 2020 2019 2020 2019 (amounts in thousands) Adjusted OIBDA $ (14,270) (4,586) (26,658) (11,877) Stock-based compensation (2,002) (2,531) (5,736) (7,670) Depreciation and amortization (56) (471) (1,041) (1,408) Operating income (loss) (16,328) (7,588) (33,435) (20,955) Interest expense (3,719) (6,123) (14,711) (19,008) Share of earnings (loss) of affiliates, net 188,586 61,633 408,396 141,882 Gain (loss) on dilution of investment in affiliate (35,284) (11,219) (140,610) (68,944) Realized and unrealized gains (losses) on financial instruments, net (39,324) (433) (39,324) (433) Other, net 8 350 199 1,179 Earnings (loss) before income taxes $ 93,939 36,620 180,515 33,721 |
Basis of Presentation (Details)
Basis of Presentation (Details) $ in Millions | Aug. 06, 2020 | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)product | Sep. 30, 2019USD ($) |
Liberty | |||||
Reimbursable amount | $ | $ 1 | $ 0.7 | $ 3.2 | $ 18.6 | |
Liberty | CEO | |||||
CEO compensation allocation percentage | 18.00% | ||||
Series A and B common stock | GCI Liberty | |||||
Business combination shares issued ratio | 0.58 | ||||
Series A Cumulative Redeemable Preferred Stock | GCI Liberty | |||||
Business combination shares issued ratio | 1 | ||||
Skyhook | |||||
Number of primary products | product | 2 | ||||
Charter | |||||
Non-diluted voting interest | 25.01% |
Earnings (Loss) per Share (Deta
Earnings (Loss) per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings (Loss) per Share | ||||
Basic WASO | 181,472 | 181,522 | 181,765 | 181,409 |
Potentially dilutive shares | 1,031 | 1,451 | 953 | 1,377 |
Diluted WASO | 182,503 | 182,973 | 182,718 | 182,786 |
Assets and Liabilities Measur_3
Assets and Liabilities Measured at Fair Value (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets and Liabilities Measured at Fair Value | ||
Cash equivalents | $ 375,615 | $ 48,174 |
Exchangeable senior debentures | 621,000 | |
Level 1 | ||
Assets and Liabilities Measured at Fair Value | ||
Cash equivalents | 375,615 | $ 48,174 |
Level 2 | ||
Assets and Liabilities Measured at Fair Value | ||
Exchangeable senior debentures | $ 621,000 |
Assets and Liabilities Measur_4
Assets and Liabilities Measured at Fair Value - Realized and Unrealized Gains (Losses) On Financial Instruments (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Realized and Unrealized Gains (Losses) on Financial Instruments | |||||
Realized and unrealized gains (losses) on financial instruments, net | $ (39,324) | $ (433) | $ (39,324) | $ (433) | |
Zero-strike call option | |||||
Realized and Unrealized Gains (Losses) on Financial Instruments | |||||
Realized and unrealized gains (losses) on financial instruments, net | (433) | (433) | |||
Number of shares for which zero-strike call option was entered | 460,675 | ||||
Premium prepaid | $ 46,300 | $ 46,300 | $ 46,300 | ||
Exchangeable Senior Debentures | |||||
Realized and Unrealized Gains (Losses) on Financial Instruments | |||||
Realized and unrealized gains (losses) on financial instruments, net | (39,324) | (39,324) | |||
Change in fair value | $ 15,300 | $ 15,300 |
Investments in Charter Accounte
Investments in Charter Accounted for Using the Equity Method (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Investments in affiliates accounted for using the Equity Method | ||
Carrying value of equity method investment | $ 12,450,425 | $ 12,194,674 |
Charter | ||
Investments in affiliates accounted for using the Equity Method | ||
Carrying value of equity method investment | 12,450,000 | |
Market value of equity method investment | $ 33,781,000 | |
Ownership percentage | 27.10% | |
Diluted voting interest | 24.00% | |
Non-diluted voting interest | 25.01% | |
Equity ownership cap | 26.00% | |
Voting interest cap | 25.01% | |
Maximum voting percentage above the highest person or group voting percentage | 0.01% | |
Voting interest cap base when A/N's equity interest is reduced | 23.50% | |
Voting interest increase to A/N equity interest decrease ratio | 100.00% | |
Voting interest when A/N's equity interest is reduced | 35.00% | |
Maximum A/N equity interest threshold for increased voting interest | 15.00% | |
A/N | Charter | ||
Investments in affiliates accounted for using the Equity Method | ||
Proxy agreement term | 5 years | |
Trading days before proposed sale of A/N | 2 days | |
first | A/N | Charter | ||
Investments in affiliates accounted for using the Equity Method | ||
Maximum percentage of New Charter shares that may be voted by proxy | 7.00% | |
last | A/N | Charter | ||
Investments in affiliates accounted for using the Equity Method | ||
Maximum percentage of New Charter shares that may be voted by proxy | 7.00% |
Investments in Charter Accoun_2
Investments in Charter Accounted for Using the Equity Method (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Investments in affiliates accounted for using the Equity Method | |||||
Exercise of preemptive right to purchase Charter shares | $ 14,910 | ||||
Excess basis allocation within memo accounts | |||||
Loss on dilution of investment in affiliate | $ (35,284) | $ (11,219) | (140,610) | $ (68,944) | |
Charter | |||||
Excess basis allocation within memo accounts | |||||
Property and equipment | 307,000 | 307,000 | $ 225,000 | ||
Customer relationships | 1,381,000 | 1,381,000 | 1,043,000 | ||
Franchise fees | 2,402,000 | 2,402,000 | 1,996,000 | ||
Trademarks | 29,000 | 29,000 | 29,000 | ||
Goodwill | 2,182,000 | 2,182,000 | 1,630,000 | ||
Debt | (144,000) | (144,000) | (9,000) | ||
Deferred income tax liability | (990,000) | (990,000) | (817,000) | ||
Total | 5,167,000 | 5,167,000 | $ 4,097,000 | ||
Excess basis amortization of debt and intangible assets | 25,500 | 32,700 | 107,300 | 88,700 | |
Loss on dilution of investment in affiliate | $ (35,300) | $ (11,200) | $ (140,600) | $ (68,900) | |
Charter | Customer relationships | |||||
Excess basis allocation within memo accounts | |||||
Remaining useful lives of customer relationships | 9 years | ||||
Charter | Property, Plant and Equipment | |||||
Excess basis allocation within memo accounts | |||||
Remaining useful lives of property and equipment | 5 years | ||||
Charter | Series A common stock | |||||
Investments in affiliates accounted for using the Equity Method | |||||
Exercise of preemptive right to purchase Charter shares | 35 | ||||
Exercise of preemptive right to purchase Charter shares | $ 14,900 |
Investments in Charter Accoun_3
Investments in Charter Accounted for Using the Equity Method (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Investments in affiliates accounted for using the Equity Method | ||||||||
Current assets | $ 402,492 | $ 402,492 | $ 52,133 | |||||
Other assets | 8,772 | 8,772 | 9,535 | |||||
Total assets | 12,861,689 | 12,861,689 | 12,256,342 | |||||
Current liabilities | 16,339 | 16,339 | 12,139 | |||||
Deferred income tax | 1,036,672 | 1,036,672 | 999,757 | |||||
Long-term debt | 1,318,664 | 1,318,664 | 572,944 | |||||
Other liabilities | 2,764 | 2,764 | 3,556 | |||||
Equity | 10,487,250 | $ 10,612,172 | 10,487,250 | $ 10,612,172 | $ 10,720,734 | 10,667,946 | $ 10,587,060 | $ 10,598,618 |
Total liabilities and equity | 12,861,689 | 12,861,689 | 12,256,342 | |||||
Operating costs and expenses (excluding depreciation and amortization) | 2,523 | 2,323 | 7,515 | 6,803 | ||||
Depreciation and amortization | 56 | 471 | 1,041 | 1,408 | ||||
Total operating costs and expenses | 20,547 | 11,301 | 45,872 | 31,873 | ||||
Operating income (loss) | (16,328) | (7,588) | (33,435) | (20,955) | ||||
Interest expense | (3,719) | (6,123) | (14,711) | (19,008) | ||||
Other income (expense), net | 8 | 350 | 199 | 1,179 | ||||
Income tax benefit (expense) | (24,979) | (9,124) | (47,183) | (8,474) | ||||
Net earnings (loss) | 133,332 | 25,247 | ||||||
Net earnings (loss) attributable to Liberty Broadband shareholders | 68,960 | 27,496 | 133,332 | 25,247 | ||||
Charter | ||||||||
Investments in affiliates accounted for using the Equity Method | ||||||||
Current assets | 4,063,000 | 4,063,000 | 6,537,000 | |||||
Property and equipment, net | 34,196,000 | 34,196,000 | 34,591,000 | |||||
Goodwill | 29,554,000 | 29,554,000 | 29,554,000 | |||||
Intangible assets | 73,372,000 | 73,372,000 | 74,775,000 | |||||
Other assets | 3,008,000 | 3,008,000 | 2,731,000 | |||||
Total assets | 144,193,000 | 144,193,000 | 148,188,000 | |||||
Current liabilities | 10,256,000 | 10,256,000 | 12,385,000 | |||||
Deferred income tax | 17,929,000 | 17,929,000 | 17,711,000 | |||||
Long-term debt | 77,947,000 | 77,947,000 | 75,578,000 | |||||
Other liabilities | 4,349,000 | 4,349,000 | 3,703,000 | |||||
Equity | 33,712,000 | 33,712,000 | 38,811,000 | |||||
Total liabilities and equity | 144,193,000 | 144,193,000 | $ 148,188,000 | |||||
Revenue | 12,039,000 | 11,450,000 | 35,473,000 | 34,003,000 | ||||
Operating costs and expenses (excluding depreciation and amortization) | 7,483,000 | 7,435,000 | 22,212,000 | 21,915,000 | ||||
Depreciation and amortization | 2,370,000 | 2,415,000 | 7,295,000 | 7,465,000 | ||||
Other operating expenses, net | 14,000 | 14,000 | 23,000 | 71,000 | ||||
Total operating costs and expenses | 9,867,000 | 9,864,000 | 29,530,000 | 29,451,000 | ||||
Operating income (loss) | 2,172,000 | 1,586,000 | 5,943,000 | 4,552,000 | ||||
Interest expense | (946,000) | (963,000) | (2,883,000) | (2,833,000) | ||||
Other income (expense), net | (117,000) | (30,000) | (413,000) | (220,000) | ||||
Income tax benefit (expense) | (177,000) | (126,000) | (372,000) | (329,000) | ||||
Net earnings (loss) | 932,000 | 467,000 | 2,275,000 | 1,170,000 | ||||
Less: Net income attributable to noncontrolling interests | (118,000) | (80,000) | (299,000) | (216,000) | ||||
Net earnings (loss) attributable to Liberty Broadband shareholders | $ 814,000 | $ 387,000 | $ 1,976,000 | $ 954,000 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Outstanding principal | $ 1,275,000 | |
Deferred financing costs | (2,336) | $ (2,056) |
Total | 1,318,664 | 572,944 |
Exchangeable Senior Debentures | ||
Debt Instrument [Line Items] | ||
Outstanding principal | 575,000 | |
Total | 621,000 | |
SPV | Margin Loan Facility | ||
Debt Instrument [Line Items] | ||
Outstanding principal | 700,000 | |
Total | $ 700,000 | $ 575,000 |
Debt (Details)
Debt (Details) - USD ($) | Aug. 31, 2020 | Aug. 27, 2020 | Aug. 12, 2020 | Jul. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Debt disclosures | ||||||
Outstanding borrowings | $ 1,318,664,000 | $ 572,944,000 | ||||
Charter | ||||||
Debt disclosures | ||||||
Outstanding borrowings | $ 77,947,000,000 | 75,578,000,000 | ||||
Margin Loan Facility | Charter | ||||||
Debt disclosures | ||||||
Number of common shares pledged as collateral | 6,800,000 | |||||
Value of pledged collateral | $ 4,200,000,000 | |||||
Exchangeable Senior Debentures | ||||||
Debt disclosures | ||||||
Principal amount | $ 575,000,000 | |||||
Interest rate (as a percent) | 2.75% | |||||
Percentage of redemption and purchase price | 100.00% | |||||
Outstanding borrowings | 621,000,000 | |||||
Exchangeable Senior Debentures | Charter | Series A common stock | ||||||
Debt disclosures | ||||||
Shares attributable to debentures per $1,000 original principal amount of Debentures | 1.1661 | |||||
Total shares attributable to debentures | 670,507 | |||||
Debt instrument, face amount per debenture | $ 1,000 | |||||
Exchange price of shares attributable to debentures | $ 857.56 | |||||
Exchangeable Senior Debentures Option | ||||||
Debt disclosures | ||||||
Principal amount | $ 75,000,000 | |||||
SPV | Margin Loan Facility | ||||||
Debt disclosures | ||||||
Maximum borrowing capacity including incremental facility | $ 2,300,000,000 | |||||
Maximum borrowing capacity | 1,000,000,000 | |||||
Additional allowed borrowing capacity | $ 1,300,000,000 | |||||
Borrowings | $ 100,000,000 | $ 25,000,000 | ||||
Outstanding borrowings | 700,000,000 | $ 575,000,000 | ||||
Remaining borrowing capacity | $ 300,000,000 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 1.72% | |||||
SPV | Margin Loan Facility | Three-month LIBOR | ||||||
Debt disclosures | ||||||
Interest rate basis | three-month LIBOR | |||||
Basis spread on variable rate | 1.50% | |||||
SPV | Margin Loan Facility | Three-month LIBOR | GCI Liberty | ||||||
Debt disclosures | ||||||
Basis spread on variable rate | 1.85% |
Stock-Based Compensation - Comp
Stock-Based Compensation - Compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stock Based Compensation | ||||
Stock-based compensation | $ 2,002 | $ 2,531 | $ 5,736 | $ 7,670 |
Operating expense | ||||
Stock Based Compensation | ||||
Stock-based compensation | 10 | 12 | 23 | 60 |
Selling, general and administrative | ||||
Stock Based Compensation | ||||
Stock-based compensation | $ 1,992 | $ 2,519 | $ 5,713 | $ 7,610 |
Stock-Based Compensation - Ince
Stock-Based Compensation - Incentive Plans and Grants of Stock Awards (Details) | 9 Months Ended |
Sep. 30, 2020item$ / sharesshares | |
Options | CEO | Series C common stock | |
Stock Based Compensation | |
Options granted (in shares) | 100,000 |
Options grant date fair value | $ / shares | $ 27.39 |
Time Based RSUs | CEO | |
Stock Based Compensation | |
Percentage of base salary | 50.00% |
Number of quarters | item | 3 |
Percentage of base salary to be waived | 50.00% |
Time Based RSUs | CEO | Series C common stock | |
Stock Based Compensation | |
Time based RSUs granted (in shares) | 2,000 |
Time based RSUs grant date fair value | $ / shares | $ 120.71 |
2019 Plan | Options | |
Fair value assumptions | |
Dividend rate | 0.00% |
2019 Plan | Options | Series A common stock | |
Stock Based Compensation | |
Options granted (in shares) | 0 |
2019 Plan | Options | Series B common stock | |
Stock Based Compensation | |
Options granted (in shares) | 0 |
2019 Plan | Options | Series C common stock | |
Stock Based Compensation | |
Options granted (in shares) | 122,000 |
Stock-Based Compensation - Outs
Stock-Based Compensation - Outstanding Awards and Exercises (Details) - 2019 Plan - Options $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Compensation cost not yet recognized | |
Unrecognized compensation cost options | $ | $ 9 |
Period over which unrecognized compensation cost will be recognized | 2 years 8 months 12 days |
Common Stock Class A and C | |
Options additional disclosures | |
Shares reserved for future issuance upon exercise of stock options | 2,000,000 |
Series A common stock | |
Options | |
Outstanding beginning balance (in shares) | 4,000 |
Options granted (in shares) | 0 |
Exercised (in shares) | (3,000) |
Outstanding ending balance (in shares) | 1,000 |
Number of awards exercisable (in shares) | 1,000 |
WAEP | |
WAEP Outstanding beginning balance (in dollars per share) | $ / shares | $ 47.92 |
WAEP options exercised (in dollars per share) | $ / shares | 51.84 |
WAEP Outstanding ending balance (in dollars per share) | $ / shares | 39.70 |
WAEP options exercisable (in dollars per share) | $ / shares | $ 39.70 |
Options additional disclosures | |
Weighted average remaining contractual life outstanding | 1 year 8 months 12 days |
Weighted average remaining contractual life exercisable | 1 year 8 months 12 days |
Series C common stock | |
Options | |
Outstanding beginning balance (in shares) | 1,932,000 |
Options granted (in shares) | 122,000 |
Exercised (in shares) | (6,000) |
Outstanding ending balance (in shares) | 2,048,000 |
Number of awards exercisable (in shares) | 1,616,000 |
WAEP | |
WAEP Outstanding beginning balance (in dollars per share) | $ / shares | $ 61.43 |
WAEP Options granted (in dollars per share) | $ / shares | 116.09 |
WAEP options exercised (in dollars per share) | $ / shares | 51.82 |
WAEP Outstanding ending balance (in dollars per share) | $ / shares | 64.73 |
WAEP options exercisable (in dollars per share) | $ / shares | $ 50 |
Options additional disclosures | |
Weighted average remaining contractual life outstanding | 4 years 8 months 12 days |
Weighted average remaining contractual life exercisable | 4 years 2 months 12 days |
Aggregate intrinsic value outstanding | $ | $ 160 |
Aggregate intrinsic value exercisable | $ | $ 150 |
Series B common stock | |
Options | |
Options granted (in shares) | 0 |
Stock-based Compensation - Othe
Stock-based Compensation - Other than Options (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Skyhook | LTIPs | PARs and PSUs | Other liabilities | Level 2 | ||
Stock Based Compensation | ||
Deferred compensation | $ 1 | $ 1.2 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue | Customer concentration | ||||
Certain Risks and Concentrations | ||||
Concentration Risk, Percentage | 59.00% | 59.00% | 59.00% | 71.00% |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Segment information | |||||
Total Revenue | $ 4,219 | $ 3,713 | $ 12,437 | $ 10,918 | |
Adjusted OIBDA | (14,270) | (4,586) | (26,658) | (11,877) | |
Total assets | 12,861,689 | 12,861,689 | $ 12,256,342 | ||
Investments in affiliates | 12,450,425 | 12,450,425 | $ 12,194,674 | ||
Capital expenditures | $ 42 | ||||
Charter | |||||
Segment information | |||||
Financial results included in the disclosure (as a percent) | 100.00% | ||||
Operating segments | Skyhook | |||||
Segment information | |||||
Total Revenue | 4,219 | 3,713 | $ 12,437 | 10,918 | |
Adjusted OIBDA | (662) | (1,105) | (2,429) | (3,174) | |
Total assets | 16,071 | 16,071 | |||
Capital expenditures | 42 | ||||
Operating segments | Charter | |||||
Segment information | |||||
Total Revenue | 12,039,000 | 11,450,000 | 35,473,000 | 34,003,000 | |
Adjusted OIBDA | 4,625,000 | 4,072,000 | 13,501,000 | 12,255,000 | |
Total assets | 144,193,000 | 144,193,000 | |||
Capital expenditures | 5,352,000 | ||||
Corporate and other | |||||
Segment information | |||||
Adjusted OIBDA | (13,608) | (3,481) | (24,229) | (8,703) | |
Total assets | 12,845,618 | 12,845,618 | |||
Investments in affiliates | 12,450,425 | 12,450,425 | |||
Operating Segments and Corporate and Other | |||||
Segment information | |||||
Total Revenue | 12,043,219 | 11,453,713 | 35,485,437 | 34,013,918 | |
Adjusted OIBDA | 4,610,730 | 4,067,414 | 13,474,342 | 12,243,123 | |
Total assets | 157,054,689 | 157,054,689 | |||
Investments in affiliates | 12,450,425 | 12,450,425 | |||
Capital expenditures | 5,352,042 | ||||
Eliminate equity method affiliate | |||||
Segment information | |||||
Total Revenue | (12,039,000) | (11,450,000) | (35,473,000) | (34,003,000) | |
Adjusted OIBDA | (4,625,000) | $ (4,072,000) | (13,501,000) | $ (12,255,000) | |
Total assets | $ (144,193,000) | (144,193,000) | |||
Capital expenditures | $ (5,352,000) |
Segment Information (Details)_2
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Reconciliation of consolidated segment Adjusted OIBDA to earnings (loss) before income taxes | ||||
Adjusted OIBDA | $ (14,270) | $ (4,586) | $ (26,658) | $ (11,877) |
Stock-based compensation | (2,002) | (2,531) | (5,736) | (7,670) |
Depreciation and amortization | (56) | (471) | (1,041) | (1,408) |
Operating income (loss) | (16,328) | (7,588) | (33,435) | (20,955) |
Interest expense | (3,719) | (6,123) | (14,711) | (19,008) |
Share of earnings (loss) of affiliates, net | 188,586 | 61,633 | 408,396 | 141,882 |
Gain (loss) on dilution of investment in affiliate | (35,284) | (11,219) | (140,610) | (68,944) |
Realized and unrealized gains (losses) on financial instruments, net | (39,324) | (433) | (39,324) | (433) |
Other, net | 8 | 350 | 199 | 1,179 |
Net earnings (loss) before income taxes | $ 93,939 | $ 36,620 | $ 180,515 | $ 33,721 |