Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
Document Information [Line Items] | ||
Entity Registrant Name | GCI LIBERTY, INC. | |
Entity Central Index Key | 808,461 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Series A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 103,518,705 | |
Series B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,441,609 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 689,562 | $ 573,210 |
Trade and other receivables, net of allowance for doubtful accounts of $3,725 thousand and $0, respectively | 243,734 | 6,803 |
Current portion of tax sharing receivable | 28,529 | 0 |
Other current assets | 40,795 | 1,265 |
Total current assets | 1,002,620 | 581,278 |
Investments in equity securities (note 7) | 1,751,210 | 1,803,064 |
Investments accounted for using the equity method (note 8) | 174,134 | 114,655 |
Property and equipment, net | 1,197,988 | 624 |
Intangible assets not subject to amortization | ||
Goodwill (note 10) | 967,687 | 25,569 |
Intangible assets not subject to amortization | 1,544,212 | 29,569 |
Intangible assets subject to amortization, net (note 10) | 480,559 | 4,237 |
Tax sharing receivable | 83,052 | 0 |
Other assets, at cost, net of accumulated amortization | 48,603 | 4,000 |
Total assets | 9,880,457 | 6,172,213 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 97,330 | 718 |
Deferred revenue | 33,865 | 0 |
Other current liabilities | 70,982 | 9,747 |
Total current liabilities | 202,177 | 10,465 |
Long-term debt, net, including $527 million and $0 measured at fair value (note 11) | 3,049,547 | 0 |
Obligations under capital leases and tower obligation, excluding current portion | 125,541 | 0 |
Long-term deferred revenue | 66,753 | 130 |
Deferred income tax liabilities | 1,010,021 | 643,426 |
Taxes payable | 0 | 1,198,315 |
Preferred stock (note 12) | 175,016 | 0 |
Indemnification obligation (note 6) | 99,858 | 0 |
Other liabilities | 52,470 | 95,841 |
Total liabilities | 4,781,383 | 1,948,177 |
Stockholders’ equity: | ||
Parent's investment | 0 | 2,305,440 |
Additional paid-in capital | 3,345,980 | 0 |
Accumulated other comprehensive earnings (loss), net of taxes | (18,537) | 0 |
Retained earnings | 1,760,596 | 1,914,963 |
Total stockholders' equity | 5,089,124 | 4,220,403 |
Non-controlling interests | 9,950 | 3,633 |
Total equity | 5,099,074 | 4,224,036 |
Commitments and contingencies | ||
Total liabilities and equity | 9,880,457 | 6,172,213 |
Series A common stock, $.01 par value. Authorized 500,000,000 shares; issued and outstanding 104,071,332 shares at September 30, 2018 | ||
Stockholders’ equity: | ||
Common stock, $.01 par value | 1,041 | 0 |
Series B common stock, $.01 par value. Authorized 20,000,000 shares; issued and outstanding 4,443,855 shares at September 30, 2018 | ||
Stockholders’ equity: | ||
Common stock, $.01 par value | 44 | 0 |
Series C common stock, $.01 par value. Authorized 1,040,000,000 shares; no issued and outstanding shares at September 30, 2018 | ||
Stockholders’ equity: | ||
Common stock, $.01 par value | 0 | 0 |
Cable certificates | ||
Intangible assets not subject to amortization | ||
Indefinite-lived intangibles | 370,000 | 0 |
Wireless licenses | ||
Intangible assets not subject to amortization | ||
Indefinite-lived intangibles | 190,000 | 0 |
Other | ||
Intangible assets not subject to amortization | ||
Indefinite-lived intangibles | 16,525 | 4,000 |
Liberty Broadband | ||
Current assets: | ||
Investments accounted for using the equity method (note 8) | $ 3,598,079 | $ 3,634,786 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Allowance for doubtful accounts | $ 3,725 | $ 0 |
Long-term debt, fair value | $ 527,000 | $ 0 |
Series A common stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | |
Common stock, shares authorized | 500,000,000 | |
Common stock, shares issued | 104,071,332 | |
Common stock, shares outstanding | 104,071,332 | |
Series B common stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | |
Common stock, shares authorized | 20,000,000 | |
Common stock, shares issued | 4,443,855 | |
Common stock, shares outstanding | 4,443,855 | |
Series C Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | |
Common stock, shares authorized | 1,040,000,000 | |
Common stock, shares issued | 0 | |
Common stock, shares outstanding | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 210,146 | $ 5,493 | $ 504,840 | $ 15,639 |
Operating costs and expenses: | ||||
Operating expense (exclusive of depreciation and amortization shown separately below) | 64,684 | 2,798 | 153,797 | 8,395 |
Selling, general and administrative, including stock-based compensation (note 4) | 102,483 | 12,341 | 235,617 | 38,283 |
Depreciation and amortization expense | 62,848 | 823 | 143,257 | 2,398 |
Operating costs and expenses | 230,015 | 15,962 | 532,671 | 49,076 |
Operating income (loss) | (19,869) | (10,469) | (27,831) | (33,437) |
Other income (expense): | ||||
Interest expense (including amortization of deferred loan fees) | (37,614) | 0 | (81,304) | 0 |
Share of earnings (losses) of affiliates, net (note 8) | 10,856 | 1,648 | 18,714 | 4,971 |
Realized and unrealized gains (losses) on financial instruments, net (note 6) | 495,509 | 472,763 | (4,328) | 1,270,764 |
Other, net | (834) | 328 | (982) | 1,073 |
Other income (expense) | 467,917 | 474,739 | (67,900) | 1,276,808 |
Earnings (loss) before income taxes | 448,048 | 464,270 | (95,731) | 1,243,371 |
Income tax (expense) benefit | (130,792) | (176,980) | (61,224) | (473,826) |
Net earnings (loss) | 317,256 | 287,290 | (156,955) | 769,545 |
Less net earnings (loss) attributable to the non-controlling interests | (127) | (72) | (320) | (73) |
Net earnings (loss) attributable to GCI Liberty, Inc. shareholders | $ 317,383 | $ 287,362 | $ (156,635) | $ 769,618 |
Basic net earnings (loss) attributable to Series A and Series B GCI Liberty, Inc. shareholders per common share (note 5) (in dollars per share) | $ 2.95 | $ 2.64 | $ (1.45) | $ 7.06 |
Diluted net earnings (loss) attributable to Series A and Series B GCI Liberty, Inc. shareholders per common share (note 5) (in dollars per share) | $ 2.91 | $ 2.64 | $ (1.45) | $ 7.06 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Earnings (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings (loss) | $ 317,256 | $ 287,290 | $ (156,955) | $ 769,545 |
Other comprehensive earnings (loss), net of taxes: | ||||
Comprehensive earnings (loss) attributable to debt credit risk adjustments | (5,419) | 0 | (18,537) | 0 |
Comprehensive earnings (loss) | 311,837 | 287,290 | (175,492) | 769,545 |
Less comprehensive earnings (loss) attributable to the non-controlling interests | (127) | (72) | (320) | (73) |
Comprehensive earnings (loss) attributable to GCI Liberty, Inc. shareholders | $ 311,964 | $ 287,362 | $ (175,172) | $ 769,618 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net earnings (loss) | $ (156,955) | $ 769,545 |
Adjustments to reconcile net earnings (loss) to net cash from operating activities: | ||
Depreciation and amortization | 143,257 | 2,398 |
Stock-based compensation expense | 20,926 | 10,968 |
Share of (earnings) losses of affiliates, net | (18,714) | (4,971) |
Realized and unrealized (gains) losses on financial instruments, net | 4,328 | (1,270,764) |
Deferred income tax expense (benefit) | 36,347 | 473,826 |
Intergroup tax payments | 0 | 231,114 |
Other, net | 10,121 | 698 |
Change in operating assets and liabilities: | ||
Current and other assets | (73,601) | 1,856 |
Payables and other liabilities | 72,854 | 2,320 |
Net cash provided (used) by operating activities | 38,563 | 216,990 |
Cash flows from investing activities: | ||
GCI Holdings cash and restricted cash acquired in consolidation | 147,958 | 0 |
Capital expended for property and equipment | (89,376) | (2,686) |
Purchases of investments | (48,581) | (76,815) |
Sales of investments | 0 | 1,606 |
Other investing activities, net | 2,699 | 0 |
Net cash provided (used) by investing activities | 12,700 | (77,895) |
Cash flows from financing activities: | ||
Borrowings of debt | 1,527,250 | 0 |
Repayment of debt, capital lease, and tower obligations | (88,543) | 0 |
Contributions from (distributions to) parent, net | (1,122,189) | (113,837) |
Distribution to non-controlling interests | (3,273) | 0 |
Indemnification payment to Qurate Retail | (132,725) | 0 |
Derivative payments | (80,001) | 0 |
Repurchases of GCI Liberty common stock | (23,893) | 0 |
Other financing activities, net | (11,684) | (512) |
Net cash provided (used) by financing activities | 64,942 | (114,349) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 116,205 | 24,746 |
Cash, cash equivalents and restricted cash at beginning of period | 574,148 | 488,127 |
Cash, cash equivalents and restricted cash at end of period | $ 690,353 | $ 512,873 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Equity (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Total | Common stockSeries A common stock | Common stockSeries B common stock | Parent's investment | Additional paid-in capital | Accumulated other comprehensive earnings (loss) | Retained earnings | Non-controlling interest in equity of subsidiaries |
Balance at beginning of period at Dec. 31, 2017 | $ 4,224,036 | $ 0 | $ 0 | $ 2,305,440 | $ 0 | $ 0 | $ 1,914,963 | $ 3,633 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net earnings (loss) | (156,955) | (156,635) | (320) | |||||
Other comprehensive earnings (loss) | (18,537) | (18,537) | ||||||
Stock-based compensation | 18,766 | 18,766 | ||||||
Series A GCI Liberty stock repurchases | (23,893) | (23,893) | ||||||
Contribution of taxes in connection with HoldCo Split-Off | 1,343,834 | 1,343,834 | ||||||
Contributions from (distributions to) former parent, net | (1,122,189) | (1,122,189) | (2,014) | 2,014 | ||||
Change in Capitalization in connection with HoldCo Split-Off | 7,000 | 1,041 | 44 | (2,527,085) | 2,526,000 | 7,000 | ||
Issuance of GCI Liberty Stock in connection with the Transactions | 1,111,206 | 1,111,206 | ||||||
Issuance of Indemnification Agreement | (281,255) | (281,255) | ||||||
Distribution to non-controlling interests | (3,273) | (3,273) | ||||||
Other | 334 | (2,830) | 254 | 2,910 | ||||
Balance at end of period at Sep. 30, 2018 | $ 5,099,074 | $ 1,041 | $ 44 | $ 0 | $ 3,345,980 | $ (18,537) | $ 1,760,596 | $ 9,950 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation On April 4, 2017, Liberty Interactive Corporation, now known as Qurate Retail, Inc. ("Qurate Retail"), entered into an Agreement and Plan of Reorganization (as amended, the "reorganization agreement" and the transactions contemplated thereby, the "Transactions") with General Communication, Inc. ("GCI"), an Alaska corporation and parent company of GCI Holdings, LLC ("GCI Holdings"), and Liberty Interactive LLC, a Delaware limited liability company and a direct wholly‑owned subsidiary of Qurate Retail ("LI LLC"). Pursuant to the reorganization agreement, GCI amended and restated its articles of incorporation (which resulted in GCI being renamed GCI Liberty, Inc. ("GCI Liberty")) and effected a reclassification and auto conversion of its common stock. Following these events, Qurate Retail acquired GCI Liberty on March 9, 2018 through a reorganization in which certain Qurate Retail interests, assets and liabilities attributed to its Ventures Group (following the reattribution by Qurate Retail of certain assets and liabilities from its Ventures Group to its QVC Group (the “reattribution”)), were contributed to GCI Liberty in exchange for a controlling interest in GCI Liberty (the "contribution"). Qurate Retail and LI LLC contributed to GCI Liberty their entire equity interests in Liberty Broadband Corporation ("Liberty Broadband"), Charter Communications, Inc. ("Charter"), and LendingTree, Inc. ("LendingTree"), the Evite, Inc. ("Evite") operating business and other assets and liabilities (collectively, "HoldCo"), in exchange for (a) the issuance to LI LLC of a number of shares of GCI Liberty Class A common stock and a number of shares of GCI Liberty Class B common stock equal to the number of outstanding shares of Qurate Retail's Series A Liberty Ventures common stock and Qurate Retail's Series B Liberty Ventures common stock on March 9, 2018, respectively, (b) cash and (c) the assumption of certain liabilities by GCI Liberty. The contribution was treated as a reverse acquisition under the acquisition method of accounting in accordance with generally accepted accounting principles in the United States ("GAAP"). For accounting purposes, HoldCo is considered to have acquired GCI Liberty in the contribution based, among other considerations, upon the fact that in exchange for the contribution of HoldCo, Qurate Retail received a controlling interest in the combined company of GCI Liberty. Following the contribution and acquisition of GCI Liberty, Qurate Retail effected a tax‑free separation of its controlling interest in the combined company, GCI Liberty, to the holders of Qurate Retail's Liberty Ventures common stock in full redemption of all outstanding shares of such stock (the "HoldCo Split‑Off"), in which each outstanding share of Qurate Retail's Series A Liberty Ventures common stock was redeemed for one share of GCI Liberty Class A common stock and each outstanding share of Qurate Retail's Series B Liberty Ventures common stock was redeemed for one share of GCI Liberty Class B common stock. In July 2018, the Internal Revenue Service completed its review of the HoldCo Split-Off and informed Qurate Retail that it agreed with the nontaxable characterization of the transactions. Qurate Retail received an Issue Resolution Agreement from the IRS documenting this conclusion. On May 10, 2018, pursuant to the Agreement and Plan of Merger, dated as of March 22, 2018, GCI Liberty completed its reincorporation into Delaware by merging with its wholly owned Delaware subsidiary, which was the surviving corporation (the “Reincorporation Merger”). References to GCI Liberty or the Company prior to May 10, 2018 refer to GCI Liberty, Inc., an Alaska corporation and references to GCI Liberty after May 10, 2018 refer to GCI Liberty, Inc., a Delaware corporation. The accompanying condensed consolidated financial statements have been prepared in accordance with 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 the periods presented 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. 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. These notes to the condensed consolidated financial statements refer to the combination of GCI Holdings, non‑controlling interests in Liberty Broadband, Charter and LendingTree, a controlling interest in Evite, and certain other assets and liabilities as "GCI Liberty", the "Company", "us", "we" and "our." Although HoldCo was reported as a combined company until the date of the HoldCo Split-Off, these financial statements present all periods as consolidated by the Company. All significant intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements. The Company, through its ownership of interests in subsidiaries and other companies, is primarily engaged in providing a full range of wireless, data, video, voice, and managed services to residential customers, businesses, governmental entities, and educational and medical institutions primarily in Alaska. The Company holds investments that are accounted for using the equity method. The Company does not control the decision making process or business management practices of these affiliates. Accordingly, the Company relies on management of these affiliates 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, the Company relies on audit reports that are provided by the affiliates' independent auditors on the financial statements of such affiliates. The Company is not aware, however, of any errors in or possible misstatements of the financial information provided by its equity affiliates that would have a material effect on its condensed consolidated financial statements. Split‑Off from Qurate Retail Following the HoldCo Split‑Off, Qurate Retail and GCI Liberty operate as separate, publicly traded companies, and neither have any stock ownership, beneficial or otherwise, in the other. In connection with the HoldCo Split‑Off, Qurate Retail, Liberty Media Corporation ("Liberty Media") (or its subsidiary) and GCI Liberty entered into certain agreements in order to govern certain of the ongoing relationships among the companies after the HoldCo Split‑Off and to provide for an orderly transition. These agreements include an indemnification agreement, 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 Transactions and certain conditions to and provisions governing the relationship between GCI Liberty and Qurate Retail with respect to and resulting from the Transactions. The tax sharing agreement provides for the allocation and indemnification of tax liabilities and benefits between Qurate Retail and GCI Liberty and other agreements related to tax matters. Pursuant to the services agreement, Liberty Media provides GCI Liberty with general and administrative services including legal, tax, accounting, treasury and investor relations support. Under the facilities sharing agreement, GCI Liberty shares office space with Qurate Retail and Liberty Media and related amenities at their corporate headquarters. GCI Liberty reimburses Liberty Media for direct, out‑of‑pocket expenses incurred by Liberty Media in providing these services and for costs that will be negotiated semi‑annually. Under these agreements, approximately $2.1 million and $6.0 million was reimbursable to Liberty Media for the three and nine months ended September 30, 2018 , respectively. In addition, Qurate Retail and GCI Liberty have agreed to indemnify each other with respect to certain potential losses in respect of the HoldCo Split‑Off. See note 6 for information related to the indemnification agreement. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the "FASB") 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 replaced most existing revenue recognition guidance in GAAP. The Company adopted the new guidance, which established Accounting Standards Codification Topic 606 ("ASC 606"), effective January 1, 2018, under the modified retrospective transition method. The impact of the new guidance on Evite was not material to the condensed consolidated financial statements. GCI Holdings adopted the new guidance prior to its acquisition by HoldCo. As a result, there was no impact to the Company’s condensed consolidated financial statements related to GCI Holdings’ adoption of the new guidance. In January 2016, the FASB issued new accounting guidance that is intended to improve the recognition and measurement of financial instruments. The new guidance requires equity investments with readily determinable fair values (except those accounted for under the equity method of accounting or those that result in consolidation) to be measured at fair value, with changes in fair value recognized in net income, and simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. The new standard is effective for the Company for fiscal years and interim periods beginning after December 15, 2017. The Company adopted this guidance effective January 1, 2018. As the Company has historically measured its investments in equity securities with readily determinable fair values at fair value, the new guidance had no impact on the accounting for these instruments. The Company has elected the measurement alternative for its equity securities without readily determinable fair values and will perform a qualitative assessment of these instruments to identify potential impairments. See note 7 for information related to the Company’s equity securities. In November 2016, the FASB issued a new accounting standard which requires that the statement of cash flows include restricted cash and cash equivalents when reconciling beginning and ending cash. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company adopted this new guidance effective January 1, 2018. Upon adoption, the Company added restricted cash to the reconciliation of beginning and ending cash and cash equivalents and included a reconciliation of total cash and cash equivalents and restricted cash to the balance sheet for each period presented in the condensed consolidated statements of cash flows. The following table reconciles cash and cash equivalents and restricted cash reported in our condensed consolidated balance sheets to the total amount presented in our condensed consolidated statements of cash flows: September 30, December 31, 2018 2017 amounts in thousands Cash and cash equivalents $ 689,562 573,210 Restricted cash included in other current assets 791 938 Total cash and cash equivalents and restricted cash at end of period $ 690,353 574,148 New Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued new guidance which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance will be effective for the Company in the first quarter of 2020 with early adoption permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its 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. Additionally, the criteria for classifying a lease as a finance lease versus an operating lease are substantially the same as the previous guidance. In January 2018, the FASB issued an additional amendment that provides a practical expedient that gives companies the option to not evaluate existing or expired land easements that were not previously accounted for as leases under the current leases guidance. The amendments in these updates are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted. The Company plans to adopt this guidance on January 1, 2019. The Company expects to adopt using the optional transitional method that allows for a cumulative effect adjustment in the period of adoption without adjusting the comparative periods presented. Additionally, we currently expect to elect certain optional practical expedients under the transition guidance. We continue to assess the impact of the new lease guidance with respect to our current operating and capital leases and specifically are reviewing the impact of a previous failed sale and leaseback tower transaction in order to determine the appropriate treatment upon transition to the new lease guidance. The Company has identified a technology solution to use for managing the population of leases identified and for making the necessary calculations. The Company continues to work with its consolidated subsidiaries to evaluate the impact of the adoption of this new guidance on our consolidated financial statements, including identifying the population of leases and collecting lease data. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition The Company accounted for the Transactions contemplated under the reorganization agreement using the acquisition method of accounting. Under this method, HoldCo is the acquirer of GCI Liberty. The acquisition price was $1.1 billion (level 1). The application of the acquisition method resulted in the assignment of purchase price to the GCI Liberty assets acquired and liabilities assumed based on our preliminary estimates of their acquisition date fair values (primarily level 3). The assets acquired and liabilities assumed, and as discussed within this note, are those assets and liabilities of GCI Liberty prior to the completion of the Transactions. The determination of the fair values of the acquired assets and liabilities (and the determination of estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment. The preliminary acquisition price allocation for GCI Liberty is as follows (amounts in thousands): Cash and cash equivalents $ 132,563 Receivables 171,014 Property and equipment 1,211,392 Goodwill 942,118 Intangible assets not subject to amortization 572,500 Intangible assets subject to amortization 503,737 Other assets 97,279 Deferred revenue (92,561 ) Debt, including capital leases (1,707,002 ) Other liabilities (251,692 ) Deferred income tax liabilities (286,220 ) Preferred stock (174,922 ) Non-controlling interest (7,000 ) $ 1,111,206 Goodwill is calculated as the excess of the consideration transferred over the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce, value associated with future customers, continued innovation and non-contractual relationships. Amortizable intangible assets of $503.7 million were acquired and are comprised of a tradename with an estimated useful life of approximately 8 years , customer relationships with a weighted average useful life of approximately 13 years and right-to-use assets with a weighted average useful life of 8 years. Approximately $170.0 million of the acquired goodwill will be deductible for income tax purposes. As of September 30, 2018 , the determination of the estimated acquisition date fair value of the acquired assets and assumed liabilities is preliminary and subject to revision. The primary areas of our acquisition price allocation that changed from the initial allocation relate to a decrease in receivables of $13.7 million , an increase in property and equipment of $16.3 million , an increase to intangible assets not subject to amortization of $9.5 million , a decrease to intangible assets subject to amortization of $40.2 million , an increase in deferred revenue of $15.6 million , a decrease in other liabilities of $21.4 million , a decrease in deferred income tax liabilities of $6.1 million , and an increase to goodwill of $17.5 million . The primary estimated acquisition date fair values that are not yet finalized are related to certain property and equipment, intangible assets, liabilities and tax balances. Since the date of the acquisition, included in net earnings (loss) attributable to GCI Liberty shareholders for the three and nine months ended September 30, 2018 is $40.4 million and $35.9 million in losses related to GCI Holdings, respectively. The unaudited pro forma revenue, net earnings and basic and diluted net earnings per common share of GCI Liberty, prepared utilizing the historical financial statements of HoldCo, giving effect to acquisition accounting related adjustments made at the time of acquisition, as if the acquisition discussed above occurred on January 1, 2017, are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 amounts in thousands, except per share amounts Revenue $ 220,737 227,860 664,287 685,911 Net earnings (loss) $ 327,046 277,315 (157,678 ) 722,803 Net earnings (loss) attributable to GCI Liberty shareholders $ 327,173 277,505 (157,242 ) 723,229 Basic net earnings (loss) attributable to Series A and Series B GCI Liberty, Inc. shareholders per common share $ 3.04 2.55 (1.46 ) 6.63 Diluted net earnings (loss) attributable to Series A and Series B GCI Liberty, Inc. shareholders per common share $ 3.00 2.55 (1.46 ) 6.63 The pro forma results include adjustments directly attributable to the business combination including adjustments related to the amortization of acquired tangible and intangible assets, revenue, interest expense, stock-based compensation, and the exclusion of transaction related costs; the impact of the Federal Communications Commission's decision to reduce rates paid to us under the Rural Health Care Program; and the new revenue standard. The pro forma information is not representative of the Company’s future results of operations nor does it reflect what the Company’s results of operations would have been if the acquisition had occurred previously and the Company consolidated the results of GCI Liberty during the periods presented. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue Recognition Revenue is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Substantially all of the Company's revenue is earned from services transferred over time. If at contract inception we determine the time period between when we transfer a promised good or service to a customer and when the customer pays us for that good or service is one year or less, we do not adjust the promised amount of consideration for the effects of a significant financing component. Taxes assessed by a governmental authority that are both imposed on, and concurrent with, a specific revenue-producing transaction that are collected by the Company from a customer, are excluded from revenue from contracts with customers. Nature of Services and Products Wireless Wireless revenue is generated by providing access to, and usage of the Company's network, as well as the sale of equipment. In general, access revenue is billed in advance, recorded as Deferred Revenue on the balance sheet, and recognized as the associated services are provided to the customer. Equipment sales revenue associated with the sale of wireless devices and accessories is generally recognized when the products are delivered to and control transfers to the customer. Consideration received from the customer is allocated to the service and products based on stand-alone selling prices when purchased together. New and existing wireless customers have the option to participate in Upgrade Now, a program that provides eligible customers with the ability to purchase certain wireless devices in installments over a period of up to 24 months . Participating customers have the right to trade-in the original equipment for a new device after making the equivalent of 12 monthly installment payments, provided their handset is in good working condition. Upon upgrade, the outstanding balance of the wireless equipment installment plan is exchanged for the used handset. The Company accounts for this upgrade option as a right of return with a reduction of Revenue and Operating expense for handsets expected to be upgraded based on historical data. Data Data revenue is generated by providing data network access, high-speed internet services, and product sales. Monthly service revenue for data network access and high-speed internet services is billed in advance, recorded as Deferred Revenue on the balance sheet, and recognized as the associated services are provided to the customer. Internet service excess usage revenue is recognized when the services are provided. The Company recognizes revenue for product sales when a customer takes possession of the equipment. The Company provides telecommunications engineering services on a time and materials basis. Revenue is recognized for these services as-invoiced. Video Video revenue is generated primarily from residential and business customers that subscribe to the Company's cable video plans. Video revenue is billed in advance, recorded as Deferred Revenue on the balance sheet, and recognized as the associated services are provided to the customer. Voice Voice revenue is for fixed monthly fees for voice plans as well as usage based fees for long-distance service usage. Voice plan fees are billed in advance, recorded as Deferred Revenue on the balance sheet, and recognized as the associated services are provided to the customer. Usage based fees are recognized as services are provided. Arrangements with Multiple Performance Obligations Contracts with customers may include multiple performance obligations as customers purchase multiple services and products within those contracts. For such arrangements, revenue is allocated to each performance obligation based on the relative standalone selling price for each service or product within the contract. Standalone selling prices are generally determined based on the prices charged to customers. Significant Judgments Some contracts with customers include variable consideration, and may require significant judgment to determine the total transaction price, which impacts the amount and timing of revenue recognized. The Company uses historical customer data to estimate the amount of variable consideration included in the total transaction price and reassess its estimate at each reporting period. Any change in the total transaction price due to a change in the estimated variable consideration is allocated to the performance obligations on the same basis as at contract inception. Any portion of a change in transaction price that is allocated to a satisfied or partially satisfied performance obligation is recognized as revenue (or a reduction in revenue) in the period of the transaction price change. Variable consideration has been constrained to reduce the likelihood of a significant revenue reversal. Often contracts with customers include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgment is required to determine the standalone selling price for each distinct performance obligation. Services and products are generally sold separately, and help establish standalone selling price for services and products the Company provides. Remaining Performance Obligations The Company expects to recognize revenue in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2018 of $56.0 million in the remainder of 2018, $221.2 million in 2019, $199.5 million in 2020, $124.2 million in 2021 and $107.5 million in 2022 and thereafter. The Company applies certain practical expedients as permitted under ASC 606 and does not disclose information about remaining performance obligations that have original expected durations of one year or less, information about revenue remaining from usage based performance obligations that are recognized over time as-invoiced, or variable consideration allocated to wholly unsatisfied performance obligations. Contract Balances The Company had receivables of $243.4 million and deferred revenue of $27.3 million at September 30, 2018 from contracts with customers, which amounts exclude receivables and deferred revenue that are out of the scope of ASC 606. Our customers generally pay for services in advance of the performance obligation and therefore these prepayments are recorded as deferred revenue. The deferred revenue is recognized as revenue in the accompanying condensed consolidated statements of operations as the services are provided. Changes in the contract liability balance for the Company during the three and nine months ended September 30, 2018 were not materially impacted by other factors. Assets Recognized from the Costs to Obtain a Contract with a Customer Management expects that incremental commission fees paid to intermediaries as a result of obtaining customer contracts are recoverable and therefore the Company capitalizes them as contract costs. Capitalized commission fees are amortized based on the transfer of goods or services to which the assets relate which typically range from two to five years , and are included in Selling, general, and administrative expenses. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in Selling, general, and administrative expenses. Revenue from contracts with customers, classified by customer type and significant service offerings follows: Three Months Ended Nine Months Ended September 30, 2018 amounts in thousands GCI Holdings Consumer Revenue Wireless $ 25,584 62,312 Data 39,652 88,921 Video 22,272 50,180 Voice 4,368 10,246 Business Revenue Wireless 18,071 44,889 Data 59,585 154,239 Video 4,927 9,436 Voice 6,361 14,282 Evite 5,100 15,221 Lease, grant, and revenue from subsidies 24,226 55,114 Total $ 210,146 504,840 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation GCI Liberty has granted to certain directors, employees and employees of its subsidiaries, restricted shares (“RSAs”), restricted stock units (“RSUs”) and options to purchase shares of GCI Liberty’s common stock (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options, RSAs and RSUs) 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 Selling, general and administrative expenses in the accompanying condensed consolidated statements of operations are $7.8 million and $4.4 million of stock based compensation during the three months ended September 30, 2018 and 2017 , respectively, and $20.9 million and $11.0 million during the nine months ended September 30, 2018 and 2017, respectively. During the nine months ended September 30, 2018, GCI Liberty granted to GCI Liberty directors five thousand options to purchase shares of GCI Liberty Series A common stock. Such options had a weighted average GDFV of $13.36 per share and vest on December 12, 2018. Also during the nine months ended September 30, 2018, and in connection with our current CEO's employment agreement, GCI Liberty granted 143 thousand options to purchase shares of GCI Liberty Series B common stock to our current CEO. Such options had a weighted average GDFV of $16.55 per share and vest on December 31, 2018. The Company has calculated the GDFV for all of its equity classified Awards and any subsequent remeasurement of its liability classified Awards using the Black-Scholes-Merton 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 GCI Liberty's stock and the implied volatility of publicly traded GCI Liberty options. The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options. GCI Liberty-Outstanding Awards The following tables present the number and weighted average exercise price ("WAEP") of the Awards to purchase GCI Liberty common stock granted to certain officers, employees and directors of the Company. The options outstanding as of January 1, 2018 reflect Qurate Retail's Series A and Series B Liberty Ventures common stock. On March 9, 2018, Qurate Retail redeemed each outstanding share of Qurate Retail's Series A and Series B Liberty Ventures common stock for the corresponding class of GCI Liberty common stock using a one -for-one ratio. Series A Weighted Aggregate average intrinsic Awards remaining value (000's) WAEP life (millions) Outstanding at January 1, 2018 1,670 $ 47.12 Granted 5 $ 42.99 Exercised (23 ) $ 16.61 Forfeited/Cancelled (3 ) $ 56.13 Outstanding at September 30, 2018 1,649 $ 47.52 1.9 years $ 11 Exercisable at September 30, 2018 1,296 $ 47.80 1.4 years $ 9 Series B Weighted Aggregate average intrinsic Awards remaining value (000's) WAEP life (millions) Outstanding at January 1, 2018 1,080 $ 56.38 Granted 143 $ 54.01 Exercised — $ — Forfeited/Cancelled — $ — Outstanding at September 30, 2018 1,223 $ 56.10 4.3 years $ — Exercisable at September 30, 2018 443 $ 56.38 5.0 years $ — As of September 30, 2018 , the total unrecognized compensation cost related to unvested options and RSAs was approximately $12 million and $15 million , respectively. Such amounts will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 1.9 years and 1.5 years, respectively. As of September 30, 2018 , GCI Liberty reserved for issuance upon exercise of outstanding stock options approximately 1.6 million shares of GCI Liberty Series A common stock and 1.2 million shares of GCI Liberty Series B common stock. As of September 30, 2018 , GCI Liberty had approximately 1.2 million and 32 thousand unvested RSAs and RSUs, respectively, of GCI Liberty common stock and preferred stock held by certain directors, officers and employees of the Company. These Series A common stock, Series B common stock and Series A Cumulative Redeemable Preferred unvested RSAs, along with the Series A common stock unvested RSUs of GCI Liberty had a weighted average GDFV of $46.77 per share. The aggregate fair value of all restricted shares of GCI Liberty common and preferred stock that vested during the nine months ended September 30, 2018 was $2.5 million . |
Earnings Attributable to GCI Li
Earnings Attributable to GCI Liberty Stockholders Per Common Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Attributable to GCI Liberty Stockholders Per Common Share | Earnings Attributable to GCI Liberty Stockholders Per Common Share Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) 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. Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive. The total number of Series A and Series B common shares outstanding on March 9, 2018, 109,004,250 , is being used in the calculation of both basic and diluted earnings per share for all periods prior to the date of the HoldCo Split-Off. Series A and Series B Common Stock Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 number of shares in thousands Basic WASO 107,631 107,693 Diluted WASO 109,061 107,693 Antidilutive shares excluded from diluted WASO — 1,499 |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value | 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, other than quoted market prices included within Level 1, 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, 2018 December 31, 2017 Description Total Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Total Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) amounts in thousands Cash equivalents $ 638,999 638,999 — 570,526 570,526 — Equity securities $ 1,749,132 1,749,132 — 1,800,208 1,800,208 — Investment in Liberty Broadband $ 3,598,079 3,598,079 — 3,634,786 3,634,786 — Variable forward $ 26,980 — 26,980 94,807 — 94,807 Indemnification obligation $ 99,858 — 99,858 — — — Exchangeable senior debentures $ 527,361 — 527,361 — — — On June 6, 2017, Qurate Retail purchased 450,000 LendingTree shares and executed a 2 ‑year variable forward with respect to 642,850 LendingTree shares. The variable forward was executed at the LendingTree closing price on June 6, 2017 of $170.70 per share and has a floor price of $128.03 per share and a cap price of $211.67 per share. The liability associated with this instrument is included in the Other current liabilities line item in the condensed consolidated balance sheets. The fair value of the variable forward was derived from a Black‑Scholes‑Merton model using observable market data as the significant inputs. Pursuant to an indemnification agreement, GCI Liberty has agreed to indemnify LI LLC for certain payments made to a holder of LI LLC's 1.75% exchangeable debentures due 2046 (the " 1.75% Exchangeable Debentures"). An indemnity obligation in the amount of $281.3 million was recorded upon completion of the HoldCo Split-Off. Within six months of the HoldCo Split‑Off, Qurate Retail, LI LLC and GCI Liberty agreed to cooperate, and reasonably assist each other, with respect to the commencement and consummation of one or more privately negotiated transactions, a tender offer or other purchase transactions (each, a "Purchase Offer") whereby LI LLC would offer to purchase the 1.75% Exchangeable Debentures on terms and conditions (including maximum offer price) reasonably acceptable to GCI Liberty. GCI Liberty would indemnify LI LLC for each 1.75% Exchangeable Debenture repurchased by LI LLC in a Purchase Offer for an amount by which the purchase price for such debenture exceeds the amount of cash reattributed with respect to such purchased 1.75% Exchangeable Debenture net of certain tax benefits, if any, attributable to such 1.75% Exchangeable Debenture. In June 2018, Qurate Retail repurchased 417,759 bonds of the 1.75% Exchangeable Debentures for approximately $457 million , including accrued interest, and the Company made a payment under the indemnification agreement to Qurate Retail in the amount of $133 million . Following the initial six month period, the remaining indemnification to LI LLC for certain payments made to a holder of the 1.75% Exchangeable Debentures pertains to the holder’s ability to exercise its exchange right according to the terms of the debentures on or before October 5, 2023. Such amount will equal the difference between the exchange value and par value of the 1.75% Exchangeable Debentures at the time the exchange occurs. The indemnification obligation recorded in the condensed consolidated balance sheets as of September 30, 2018 represents the fair value of the estimated exchange feature included in the 1.75% Exchangeable Debentures primarily based on observable market data as significant inputs (Level 2). As of September 30, 2018, a holder of the 1.75% Exchangeable Debentures does not have the ability to exchange and, accordingly, such indemnification obligation is included as a long-term liability in our condensed consolidated balance sheets. Additionally, as of September 30, 2018, 332,241 bonds of the 1.75% Exchangeable Debentures remain outstanding. Realized and Unrealized Gains (Losses) on Financial Instruments, net Realized and unrealized gains (losses) on financial instruments, net are comprised of changes in the fair value of the following: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 amounts in thousands Equity securities $ 175,359 143,158 (53,681 ) 405,655 Investment in Liberty Broadband 366,211 364,930 (36,706 ) 906,136 Variable forward (3,223 ) (35,325 ) 69,329 (41,027 ) Indemnification obligation (14,937 ) — 48,671 — Exchangeable senior debentures (27,901 ) — (31,941 ) — $ 495,509 472,763 (4,328 ) 1,270,764 The Company has elected to account for its exchangeable debt using the fair value option. Accordingly, a portion of the unrealized gain (loss) recognized on the Company’s exchangeable debt is now presented in other comprehensive income as it relates to instrument specific credit risk and any other changes in fair value are presented in the accompanying condensed consolidated statements of operations. |
Investments in Equity Securitie
Investments in Equity Securities | 9 Months Ended |
Sep. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Equity Securities | Investments in Equity Securities Investments in equity securities, the majority of which are carried at fair value, are summarized as follows: September 30, December 31, 2018 2017 amounts in thousands Charter (a) $ 1,746,196 1,800,208 Other investments (b) 5,014 2,856 $ 1,751,210 1,803,064 (a) A portion of the Charter equity securities are considered covered shares and subject to certain contractual restrictions in accordance with the indemnification agreement. See note 6 for additional discussion of the indemnification agreement. (b) The Company has elected the measurement alternative for a portion of these securities. |
Investments in Affiliates Accou
Investments in Affiliates Accounted for Using the Equity Method | 9 Months Ended |
Sep. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Affiliates Accounted for Using the Equity Method | Investments in Affiliates Accounted for Using the Equity Method Investment in LendingTree The Company has various investments accounted for using the equity method. The following table includes the Company’s carrying amount and percentage ownership of the more significant investments in affiliates at September 30, 2018 and the carrying amount at December 31, 2017 : September 30, 2018 December 31, 2017 Percentage ownership Market value Carrying amount Carrying amount dollars in thousands LendingTree (a) 25.05 % $ 792,462 $ 171,027 114,655 Other various NA 3,107 — $ 174,134 114,655 (a) Both our ownership interest in LendingTree and our share of LendingTree's earnings (losses) are reported on a three month lag. The market value disclosed is as of September 30, 2018 and includes an additional 220,000 shares of LendingTree that were purchased during the three months ended September 30, 2018. The Company’s share of LendingTree’s earnings (losses) was $10.2 million and $1.7 million for the three months ended September 30, 2018 and 2017 , respectively. The Company's share of LendingTree's earnings (losses) was $15.5 million and $5.0 million for the nine months ended September 30, 2018 and 2017 , respectively. Investment in Liberty Broadband On May 18, 2016, Qurate Retail completed a $2.4 billion investment in Liberty Broadband Series C non-voting shares (for accounting purposes a related party of the Company) in connection with the merger of Charter and Time Warner Cable Inc. ("TWC"). The proceeds of this investment were used by Liberty Broadband to fund, in part, its acquisition of $5 billion of stock in the new public parent company, Charter, of the combined enterprises. Qurate Retail, along with third party investors, all of whom invested on the same terms as Qurate Retail, purchased newly issued shares of Liberty Broadband Series C common stock at a per share price 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 (May 2015). Qurate Retail, as part of the merger described above, exchanged, in a tax‑free transaction, its shares of TWC common stock for shares of Charter Class A common stock, on a one ‑for‑one basis, and Qurate Retail granted to Liberty Broadband a proxy and a right of first refusal with respect to the shares of Charter Class A common stock held by Qurate Retail following the exchange, which proxy and right of first refusal was assigned to GCI Liberty in connection with the completion of the Transactions. As of September 30, 2018 , the Company has a 23.5% economic ownership interest in Liberty Broadband. Due to overlapping boards of directors and management, the Company has been deemed to have significant influence over Liberty Broadband for accounting purposes, even though the Company does not have any voting rights. The Company has elected to apply the fair value option for its investment in Liberty Broadband (Level 1) as it is believed that investors value this investment based on the trading price of Liberty Broadband. The Company recognizes changes in the fair value of its investment in Liberty Broadband in realized and unrealized gains (losses) on financial instruments, net in the condensed consolidated statements of operations. Summarized financial information for Liberty Broadband is as follows: September 30, December 31, 2018 2017 amounts in thousands Current assets $ 95,478 84,054 Investment in Charter, accounted for using the equity method 11,977,368 11,835,613 Other assets 9,828 12,122 Total assets 12,082,674 11,931,789 Long-term debt, including current portion 522,617 497,370 Deferred income tax liabilities 961,835 932,593 Other liabilities 12,927 14,925 Equity 10,585,295 10,486,901 Total liabilities and shareholders' equity $ 12,082,674 11,931,789 Three months ended Nine months ended September 30, September 30, 2018 2017 2018 2017 amounts in thousands Revenue $ 3,518 3,430 18,680 9,643 Operating expenses, net (7,614 ) (9,217 ) (25,601 ) (29,125 ) Operating income (loss) (4,096 ) (5,787 ) (6,921 ) (19,482 ) Share of earnings (losses) of affiliates 84,739 (5,280 ) 126,952 25,109 Gain (loss) on dilution of investment in affiliate (3,203 ) (3,718 ) (35,165 ) (42,515 ) Realized and unrealized gains (losses) on financial instruments, net 5,678 2,675 3,659 5,026 Other income (expense), net (5,717 ) (5,087 ) (16,371 ) (13,669 ) Income tax benefit (expense) (17,762 ) 7,333 (17,005 ) 18,245 Net earnings (loss) $ 59,639 (9,864 ) 55,149 (27,286 ) |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2018 | |
Variable Interest Entity Disclosures [Abstract] | |
Variable Interest Entities | Variable Interest Entities New Markets Tax Credit Entities GCI entered into several arrangements under the New Markets Tax Credit ("NMTC") program with US Bancorp to help fund various projects that extended terrestrial broadband service for the first time to rural Northwestern Alaska communities via a high capacity hybrid fiber optic and microwave network. The NMTC program was provided for in the Community Renewal Tax Relief Act of 2000 (the “Act”) to induce capital investment in qualified lower income communities. The Act permits taxpayers to claim credits against their federal income taxes for up to 39% of qualified investments in the equity of community development entities (“CDEs”). CDEs are privately managed investment institutions that are certified to make qualified low-income community investments. Each of the transactions has an investment fund, which is a special purpose entity created to effect the financing arrangement. In each of the transactions, we loaned money to the investment fund and US Bancorp invested money in the investment fund. The investment fund would then contribute the funds from our loan and US Bancorp's investment to a CDE. The CDE, in turn, would loan the funds to our wholly owned subsidiary, Unicom, Inc. ("Unicom") as partial financing for the projects. US Bancorp is entitled to substantially all of the benefits derived from the NMTCs. All of the loan proceeds to Unicom, net of syndication and arrangement fees, were restricted for use on the projects. Restricted cash of $0.8 million was held by Unicom at September 30, 2018 and is included in our condensed consolidated balance sheets. We completed construction of the projects partially funded by these transactions. These transactions include put/call provisions whereby we may be obligated or entitled to repurchase US Bancorp’s interest in each investment fund for a nominal amount. We believe that US Bancorp will exercise the put options at the end of the compliance periods for each of the transactions. The NMTCs are subject to 100% recapture for a period of seven years as provided in the Internal Revenue Code of 1986, as amended. We are required to be in compliance with various regulations and contractual provisions that apply to the NMTC arrangements. Non-compliance with applicable requirements could result in projected tax benefits not being realized by US Bancorp. We have agreed to indemnify US Bancorp for any loss or recapture of NMTCs until such time as our obligation to deliver tax benefits is relieved. There have been no credit recaptures as of September 30, 2018 . The value attributed to the put/calls is nominal. The Company has determined that each of the investment funds are variable interest entities ("VIEs"). The consolidated financial statements of each of the investment funds include the CDEs. The ongoing activities of the VIEs – collecting and remitting interest and fees and NMTC compliance – were all considered in the initial design and are not expected to significantly affect economic performance throughout the life of the VIEs. Management considered the contractual arrangements that obligate us to deliver tax benefits and provide various other guarantees to US Bancorp; US Bancorp’s lack of a material interest in the underlying economics of the project; and the fact that we are obligated to absorb losses of the VIEs. The Company concluded that it is the primary beneficiary of each and consolidated the VIEs in accordance with the accounting standard for consolidation. On September 14, 2018, US Bancorp exercised its put option for the NMTC #1 transaction that we entered into on August 30, 2011 resulting in the Company obtaining ownership of the investment fund. Upon obtaining control of the investment fund, the Company settled the loans and dissolved the VIEs associated with the August 30, 2011 NMTC transaction. The assets and liabilities of the consolidated VIEs were $89.0 million and $63.0 million , respectively, as of September 30, 2018 . The assets of the VIEs serve as the sole source of repayment for the debt issued by these entities. US Bank does not have recourse to us or our other assets, with the exception of customary representations and indemnities we have provided. The Company is not required and does not currently intend to provide additional financial support to these VIEs. While these subsidiaries are included in its consolidated financial statements, these subsidiaries are separate legal entities and their assets are legally owned by them and not available to the Company's creditors. The following table summarizes the key terms of each of the NMTC transactions: Financing Arrangement Investment Funds Transaction Date Loan Amount Interest Rate on Loan to Investment Fund Maturity Date US Bancorp Investment Loan to Unicom Interest Rate on Loan(s) to Unicom Expected Put Option Exercise NMTC #2 TIF 2 & TIF 2-USB October 3, 2012 $37.7 million 1% October 2, 2042 $17.5 million $52.0 million 0.71% to 0.77% October 2019 NMTC #3 TIF 3 December 11, 2012 $8.2 million 1% December 10, 2042 $3.8 million $12.0 million 1.35% December 2019 NMTC #4 TIF 4 March 21, 2017 $6.7 million 1% March 21, 2040 $3.3 million $9.8 million 0.73% March 2024 NMTC #5 TIF 5-1 and TIF 5-2 December 22, 2017 $10.4 million 1% December 22, 2047 $5.1 million $14.7 million 0.67% to 1.24% December 2024 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Goodwill GCI Holdings Corporate and other Total amounts in thousands Balance at January 1, 2018 $ — 25,569 25,569 Acquisitions 942,118 — 942,118 Balance at September 30, 2018 $ 942,118 25,569 967,687 Intangible Assets Subject to Amortization September 30, 2018 Gross Net carrying Accumulated carrying amount amortization amount amounts in thousands Customer relationships $ 443,267 (46,981 ) 396,286 Other amortizable intangibles 117,482 (33,209 ) 84,273 Total $ 560,749 (80,190 ) 480,559 Amortization expense for intangible assets with finite useful lives was $17.1 million and $0.8 million for the three months ended September 30, 2018 and 2017 , respectively. Amortization expense for intangible assets with finite useful lives was $38.7 million and $2.3 million for the nine months ended September 30, 2018 and 2017 , respectively. Amortization expense for amortizable intangible assets for each of the five succeeding fiscal years is estimated to be (amounts in thousands): Remainder of 2018 $ 16,994 2019 $ 59,357 2020 $ 51,358 2021 $ 45,754 2022 $ 41,656 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Debt is summarized as follows: Outstanding Principal Carrying Value September 30, September 30, December 31, 2018 2018 2017 amounts in thousands Margin Loan Facility $ 1,000,000 1,000,000 — Exchangeable senior debentures 477,250 527,361 NA Senior notes 775,000 804,450 NA Senior credit facility 715,739 715,739 NA Wells Fargo note payable 7,673 7,675 NA Deferred financing costs — (2,719 ) — Total debt $ 2,975,662 3,052,506 — Debt classified as current (included in other current liabilities) (2,959 ) — Total long-term debt $ 3,049,547 — Margin Loan On December 29, 2017, Broadband Holdco, LLC ("Broadband Holdco"), a wholly owned subsidiary of, at such time, Qurate Retail, and now the Company, entered into a margin loan agreement with various lender parties consisting of a term loan in an aggregate principal amount of $1 billion (the “Margin Loan”). Approximately 42.7 million shares of Liberty Broadband Series C common stock with a value of $3.6 billion were pledged by Broadband Holdco, LLC as collateral for the loan as of September 30, 2018 . This Margin Loan has a term of two years and bears interest at a rate of LIBOR plus 1.85% and contains an undrawn commitment fee of up to 1.0% per annum. Deferred financing costs incurred on the Margin Loan are reflected in Long-term debt, net in the condensed consolidated balance sheet. In connection with the completion of the Transactions, Broadband Holdco borrowed the full principal amount of the Margin Loan. A portion of the proceeds of the Margin Loan was used to make a distribution to Qurate Retail to be used within one year for the repurchase of QVC Group stock (now the Qurate Retail common stock) or to pay down certain debt at Qurate Retail, and for the payment of fees and other costs and expenses, in each case, pursuant to the terms of the reorganization agreement. The distributed loan proceeds constituted a portion of the cash reattributed to the QVC Group. On October 5, 2018 (the “Closing Date”), Broadband Holdco entered into Amendment No. 1 (the “Amendment”) to the Margin Loan (the “Margin Loan Agreement”). Pursuant to the Amendment, lenders under the Margin Loan have agreed to, among other things, provide commitments (the “Revolving Commitments”) for a new revolving credit facility in an aggregate principal amount of up to $200.0 million (the “Revolving Credit Facility” and, the loans thereunder, the “Revolving Loans”). The Revolving Credit Facility established under the Margin Loan Agreement is in addition to the existing term loan credit facility under the Margin Loan Agreement (the “Term Loan Facility” and, together with Revolving Credit Facility, the “Margin Loan Facility” and the loans thereunder, the “Loans”). After giving effect to the initial borrowing of Revolving Loans and Term Loan Prepayment (as defined below) on the Closing Date, $800.0 million of loans under the Term Loan Facility were outstanding and $200.0 million of Revolving Loans were outstanding. The Amendment also amends certain covenants in the Margin Loan to permit, among other things, a designated GCI Liberty subsidiary to enter into a subordinated revolving note with GCI Liberty and certain additional investments. Broadband Holdco is permitted to use the proceeds of the Revolving Loans for any purpose not prohibited under the Margin Loan, including, without limitation, (i) to make dividends and distributions, (ii) for the purchase of margin stock, (iii) to make investments not prohibited under the Margin Loan, (iv) to repay an intercompany loan to GCI Liberty, and/or (v) otherwise for general corporate purposes, including, without limitation, for payment of interest and fees and other costs and expenses. On the Closing Date, Broadband Holdco drew down on the full amount of the commitments under the Revolving Credit Facility and applied all of the proceeds to prepay, on the Closing Date, a portion of the loans outstanding under the Term Loan Facility (the “Term Loan Prepayment”). The Loans will mature on December 29, 2019 (the “maturity date”) and accrue interest at a rate equal to the 3-month LIBOR rate plus a per annum spread of 1.85% , subject to certain conditions and exceptions. Undrawn Revolving Commitments shall be available to Broadband Holdco from the Closing Date to but excluding the earlier of (i) the date that is one month prior to the maturity date and (ii) the date of the termination of such Revolving Commitments pursuant to the terms of the Margin Loan. The obligations under the Revolving Credit Facility, together with the obligations under Term Loan Facility, are secured by first priority liens on the shares of Liberty Broadband owned by Broadband Holdco and certain other cash collateral provided by Broadband Holdco. In addition, the Revolving Credit Facility and the Term Loan Facility are subject to the same affirmative and negative covenants and events of default. Exchangeable Senior Debentures On June 18, 2018, GCI Liberty issued 1.75% exchangeable senior debentures due 2046 ("Exchangeable Senior Debentures"). Upon an exchange of debentures, GCI Liberty, at its option, may deliver Charter Class A common stock, cash or a combination of Charter Class A common stock and cash. Initially, 2.6989 shares of Charter Class A common stock are attributable to each $1,000 principal amount of debentures, representing an initial exchange price of approximately $370.52 for each share of Charter Class A common stock. A total of 1,288,051 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 September 30, 2018. The debentures may be redeemed by GCI Liberty, in whole or in part, on or after October 5, 2023. Holders of debentures also have the right to require GCI Liberty 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. Senior Notes Interest on the 6.75% Senior Notes due 2021 (the "2021 Notes") and the 6.875% Senior Notes due 2025, both of which were issued by GCI, Inc., which is now GCI, LLC (collectively, the “Senior Notes”), is payable semi-annually in arrears. The Senior Notes are redeemable at our option, in whole or in part, at a redemption price defined in the respective indentures, and accrued and unpaid interest (if any) to the date of redemption. The Senior Notes are stated net of an aggregate unamortized premium of $29.5 million at September 30, 2018 . Such premium is being amortized to interest expense in the accompanying consolidated statements of operations. As of September 30, 2018, GCI, LLC did not meet the maximum leverage threshold, as measured by the terms of its Senior Notes, and therefore does not have access to any additional funding under the revolving portion of the Senior Credit Facility, as defined below. Senior Credit Facility GCI, LLC and GCI Holdings, each of which are wholly-owned subsidiaries of the Company, are party to a Seventh Amended and Restated Credit Agreement which provides a $245.9 million term loan B ("Term Loan B"), $215.0 million term loan A ("Term Loan A") and a $300.0 million revolving credit facility (collectively, the "Senior Credit Facility"). GCI, LLC is the borrower under the Senior Credit Facility. Under the Senior Credit Facility, the interest rate for the Term Loan A is LIBOR plus margin based on the Company's leverage ratio and ranges from 2.00% to 3.00% . Our Senior Credit Facility Total Leverage Ratio (as defined in the Senior Credit Facility) may not exceed 5.95 to one; the Secured Leverage Ratio (as defined in the Senior Credit Facility) may not exceed 3.50 to one; and the Company's Interest Coverage Ratio (as defined in the Senior Credit Facility) must not be less than 2.50 to one at any time. The full principal amount of our Term Loan A and revolving credit facility included in the Senior Credit Facility will mature on November 17, 2021 or December 3, 2020 if our 2021 Notes are not refinanced prior to such date. The interest rate for the Term Loan B is LIBOR plus 2.25% . The Term Loan B requires principal payments of 0.25% of the original principal amount on the last day of each calendar quarter with the full amount maturing on February 2, 2022 or December 3, 2020 if our 2021 Notes are not refinanced prior to such date. The terms of the Senior Credit Facility include customary representations and warranties, customary affirmative and negative covenants and customary events of default. At any time after the occurrence of an event of default under the Senior Credit Facility, the lenders may, among other options, declare any amounts outstanding under the Senior Credit Facility immediately due and payable and terminate any commitment to make further loans under the Senior Credit Facility. The obligations under the Senior Credit Facility are secured by a security interest on substantially all of the assets of GCI Holdings and the subsidiary guarantors, as defined in the Senior Credit Facility, and on the stock of GCI Holdings. As of September 30, 2018 , there is $240.7 million outstanding under the Term Loan B, $215.0 million outstanding under the Term Loan A, $260.0 million outstanding under the revolving portion of the Senior Credit Facility and $10.1 million in letters of credit under the Senior Credit Facility, which leaves $29.9 million available for borrowing when GCI, LLC meets the maximum leverage threshold, as measured by the terms of its Senior Notes. Wells Fargo Note Payable GCI Holdings issued a note to Wells Fargo that matures on July 15, 2029 and is payable in monthly installments of principal and interest (the "Wells Fargo Note Payable"). The interest rate is variable at one month LIBOR plus 2.25% . The note is subject to similar affirmative and negative covenants as the Senior Credit Facility. The obligations under the note are secured by a security interest and lien on the building purchased with the note. Debt Covenants GCI, LLC is subject to covenants and restrictions under its Senior Notes and Senior Credit Facility. The Company and GCI, LLC are in compliance with all debt maintenance covenants as of September 30, 2018 . Fair Value of Debt The fair value of the Senior Notes was $792.6 million at September 30, 2018 . Due to the variable rate nature of the Margin Loan, Senior Credit Facility and Wells Fargo Note Payable, the Company believes that the carrying amount approximates fair value at September 30, 2018 . |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Preferred Stock | Preferred Stock GCI Liberty Series A Cumulative Redeemable Preferred Stock (the "Preferred Stock") was issued as a result of the auto conversion that occurred on March 8, 2018. The Company is required to redeem all outstanding shares of Preferred Stock out of funds legally available, at the liquidation price plus all unpaid dividends (whether or not declared) accrued from the most recent dividend payment date through the redemption date, on the first business day following the twenty-first anniversary of the March 8, 2018 auto conversion. There were 7,500,000 shares of Preferred Stock authorized and 7,248,327 shares issued and outstanding at September 30, 2018 . An additional 42,500,000 shares of preferred stock of the Company are authorized and are undesignated as to series. The liquidation price is measured per share and shall mean the sum of (i) $25 , plus (ii) an amount equal to all unpaid dividends (whether or not declared) accrued with respect to such share have been added to and then remain part of the liquidation price as of such date. The holders of shares of Preferred Stock are entitled to receive, when and as declared by the GCI Liberty Board of Directors, out of legally available funds, preferential dividends that accrue and cumulate as provided in the restated GCI Liberty certificate of incorporation. Dividends on each share of Preferred Stock accrued on a daily basis at an initial rate of 5.00% per annum of the liquidation price, and increased to 7.00% per annum of the liquidation price effective July 16, 2018 as a result of the Reincorporation Merger in the State of Delaware in May 2018. Accrued dividends are payable quarterly on each dividend payment date, which is January 15, April 15, July 15, and October 15 of each year, commencing on the first such date following the auto conversion, which occurred immediately after the market closed on March 8, 2018. If GCI Liberty fails to pay cash dividends on the Preferred Stock in full for any four consecutive or non-consecutive dividend periods then the dividend rate shall increase by 2.00% per annum of the liquidation price until cured. The Company paid a special cash dividend of approximately $0.13 per share of Preferred Stock on May 3, 2018 and a cash dividend of approximately $0.31 per share of Preferred Stock on July 16, 2018. On September 19, 2018, the Company declared a quarterly cash dividend of approximately $0.44 per share of Preferred Stock which was paid on October 15, 2018 to shareholders of record of the Preferred Stock at the close of business on October 1, 2018. |
Information About the Company's
Information About the Company's Operating Segments | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Information About the Company's Operating Segments | Information About the Company's Operating Segments The Company, through its interests in subsidiaries and other companies, is primarily engaged in the broadband communications services industry. The Company identifies its reportable segments as (A) those consolidated companies that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA (as defined below) or total assets and (B) those equity method affiliates whose share of earnings represent 10% or more of the Company’s annual pre‑tax earnings. The segment presentation for prior periods has been conformed to the current period segment presentation. The Company evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue, Adjusted OIBDA, and subscriber metrics. The Company defines Adjusted OIBDA as revenue less cost of sales, operating expenses, and selling, general and administrative expenses (excluding stock‑based compensation). The Company 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 income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. For the three and nine months ended September 30, 2018 the Company has identified the following subsidiary as a reportable segment: • GCI Holdings-provides a full range of wireless, data, video, voice, and managed services to residential, businesses, governmental entities, and educational and medical institutions primarily in Alaska. For presentation purposes the Company is providing financial information for Liberty Broadband. While the Company’s equity method investment in Liberty Broadband does not meet the reportable segment threshold defined above, the Company believes that the inclusion of such information is relevant to users of these financial statements. • Liberty Broadband-an equity method affiliate of the Company, accounted for at fair value, has a non‑controlling interest in Charter, and a wholly‑owned subsidiary, Skyhook Wireless, Inc. ("Skyhook"). Charter is the second largest cable operator in the United States and a leading broadband communications services company providing video, Internet and voice services. Skyhook provides a Wi‑Fi based location platform focused on providing positioning technology and contextual location intelligence solutions. The Company’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 consolidated subsidiaries included in the segments are the same as those described in the Company’s summary of significant accounting policies. Performance Measures Three Months Ended September 30, 2018 2017 Revenue Adjusted OIBDA Revenue Adjusted OIBDA amounts in thousands GCI Holdings $ 205,047 57,945 — — Liberty Broadband 3,518 (2,198 ) 3,430 (3,346 ) Corporate and other 5,099 (7,205 ) 5,493 (5,277 ) 213,664 48,542 8,923 (8,623 ) Eliminate Liberty Broadband (3,518 ) 2,198 (3,430 ) 3,346 $ 210,146 50,740 5,493 (5,277 ) Nine Months Ended September 30, 2018 2017 Revenue Adjusted OIBDA Revenue Adjusted OIBDA amounts in thousands GCI Holdings $ 489,620 156,608 — — Liberty Broadband 18,680 (414 ) 9,643 (12,262 ) Corporate and other 15,220 (20,256 ) 15,639 (20,071 ) 523,520 135,938 25,282 (32,333 ) Eliminate Liberty Broadband (18,680 ) 414 (9,643 ) 12,262 $ 504,840 136,352 15,639 (20,071 ) Other Information September 30, 2018 Total Investments Capital assets in affiliates expenditures amounts in thousands GCI Holdings $ 3,561,569 — 86,977 Liberty Broadband 12,082,674 11,977,368 35 Corporate and other 6,318,888 174,134 2,399 21,963,131 12,151,502 89,411 Eliminate Liberty Broadband (12,082,674 ) (11,977,368 ) (35 ) Consolidated $ 9,880,457 174,134 89,376 The following table provides a reconciliation of segment Adjusted OIBDA to operating income and earnings (loss) from continuing operations before income taxes: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 amounts in thousands Consolidated segment Adjusted OIBDA $ 50,740 (5,277 ) 136,352 (20,071 ) Stock‑based compensation (7,761 ) (4,369 ) (20,926 ) (10,968 ) Depreciation and amortization (62,848 ) (823 ) (143,257 ) (2,398 ) Operating income (loss) (19,869 ) (10,469 ) (27,831 ) (33,437 ) Interest expense (37,614 ) — (81,304 ) — Share of earnings (loss) of affiliates, net 10,856 1,648 18,714 4,971 Realized and unrealized gains (losses) on financial instruments, net 495,509 472,763 (4,328 ) 1,270,764 Other, net (834 ) 328 (982 ) 1,073 Earnings (loss) from continuing operations before income taxes $ 448,048 464,270 (95,731 ) 1,243,371 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the "FASB") 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 replaced most existing revenue recognition guidance in GAAP. The Company adopted the new guidance, which established Accounting Standards Codification Topic 606 ("ASC 606"), effective January 1, 2018, under the modified retrospective transition method. The impact of the new guidance on Evite was not material to the condensed consolidated financial statements. GCI Holdings adopted the new guidance prior to its acquisition by HoldCo. As a result, there was no impact to the Company’s condensed consolidated financial statements related to GCI Holdings’ adoption of the new guidance. In January 2016, the FASB issued new accounting guidance that is intended to improve the recognition and measurement of financial instruments. The new guidance requires equity investments with readily determinable fair values (except those accounted for under the equity method of accounting or those that result in consolidation) to be measured at fair value, with changes in fair value recognized in net income, and simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. The new standard is effective for the Company for fiscal years and interim periods beginning after December 15, 2017. The Company adopted this guidance effective January 1, 2018. As the Company has historically measured its investments in equity securities with readily determinable fair values at fair value, the new guidance had no impact on the accounting for these instruments. The Company has elected the measurement alternative for its equity securities without readily determinable fair values and will perform a qualitative assessment of these instruments to identify potential impairments. See note 7 for information related to the Company’s equity securities. In November 2016, the FASB issued a new accounting standard which requires that the statement of cash flows include restricted cash and cash equivalents when reconciling beginning and ending cash. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company adopted this new guidance effective January 1, 2018. Upon adoption, the Company added restricted cash to the reconciliation of beginning and ending cash and cash equivalents and included a reconciliation of total cash and cash equivalents and restricted cash to the balance sheet for each period presented in the condensed consolidated statements of cash flows. New Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued new guidance which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance will be effective for the Company in the first quarter of 2020 with early adoption permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its 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. Additionally, the criteria for classifying a lease as a finance lease versus an operating lease are substantially the same as the previous guidance. In January 2018, the FASB issued an additional amendment that provides a practical expedient that gives companies the option to not evaluate existing or expired land easements that were not previously accounted for as leases under the current leases guidance. The amendments in these updates are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted. The Company plans to adopt this guidance on January 1, 2019. The Company expects to adopt using the optional transitional method that allows for a cumulative effect adjustment in the period of adoption without adjusting the comparative periods presented. Additionally, we currently expect to elect certain optional practical expedients under the transition guidance. We continue to assess the impact of the new lease guidance with respect to our current operating and capital leases and specifically are reviewing the impact of a previous failed sale and leaseback tower transaction in order to determine the appropriate treatment upon transition to the new lease guidance. The Company has identified a technology solution to use for managing the population of leases identified and for making the necessary calculations. The Company continues to work with its consolidated subsidiaries to evaluate the impact of the adoption of this new guidance on our consolidated financial statements, including identifying the population of leases and collecting lease data. |
Revenue Recognition | Revenue Recognition Revenue is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Substantially all of the Company's revenue is earned from services transferred over time. If at contract inception we determine the time period between when we transfer a promised good or service to a customer and when the customer pays us for that good or service is one year or less, we do not adjust the promised amount of consideration for the effects of a significant financing component. Taxes assessed by a governmental authority that are both imposed on, and concurrent with, a specific revenue-producing transaction that are collected by the Company from a customer, are excluded from revenue from contracts with customers. Nature of Services and Products Wireless Wireless revenue is generated by providing access to, and usage of the Company's network, as well as the sale of equipment. In general, access revenue is billed in advance, recorded as Deferred Revenue on the balance sheet, and recognized as the associated services are provided to the customer. Equipment sales revenue associated with the sale of wireless devices and accessories is generally recognized when the products are delivered to and control transfers to the customer. Consideration received from the customer is allocated to the service and products based on stand-alone selling prices when purchased together. New and existing wireless customers have the option to participate in Upgrade Now, a program that provides eligible customers with the ability to purchase certain wireless devices in installments over a period of up to 24 months . Participating customers have the right to trade-in the original equipment for a new device after making the equivalent of 12 monthly installment payments, provided their handset is in good working condition. Upon upgrade, the outstanding balance of the wireless equipment installment plan is exchanged for the used handset. The Company accounts for this upgrade option as a right of return with a reduction of Revenue and Operating expense for handsets expected to be upgraded based on historical data. Data Data revenue is generated by providing data network access, high-speed internet services, and product sales. Monthly service revenue for data network access and high-speed internet services is billed in advance, recorded as Deferred Revenue on the balance sheet, and recognized as the associated services are provided to the customer. Internet service excess usage revenue is recognized when the services are provided. The Company recognizes revenue for product sales when a customer takes possession of the equipment. The Company provides telecommunications engineering services on a time and materials basis. Revenue is recognized for these services as-invoiced. Video Video revenue is generated primarily from residential and business customers that subscribe to the Company's cable video plans. Video revenue is billed in advance, recorded as Deferred Revenue on the balance sheet, and recognized as the associated services are provided to the customer. Voice Voice revenue is for fixed monthly fees for voice plans as well as usage based fees for long-distance service usage. Voice plan fees are billed in advance, recorded as Deferred Revenue on the balance sheet, and recognized as the associated services are provided to the customer. Usage based fees are recognized as services are provided. Arrangements with Multiple Performance Obligations Contracts with customers may include multiple performance obligations as customers purchase multiple services and products within those contracts. For such arrangements, revenue is allocated to each performance obligation based on the relative standalone selling price for each service or product within the contract. Standalone selling prices are generally determined based on the prices charged to customers. Significant Judgments Some contracts with customers include variable consideration, and may require significant judgment to determine the total transaction price, which impacts the amount and timing of revenue recognized. The Company uses historical customer data to estimate the amount of variable consideration included in the total transaction price and reassess its estimate at each reporting period. Any change in the total transaction price due to a change in the estimated variable consideration is allocated to the performance obligations on the same basis as at contract inception. Any portion of a change in transaction price that is allocated to a satisfied or partially satisfied performance obligation is recognized as revenue (or a reduction in revenue) in the period of the transaction price change. Variable consideration has been constrained to reduce the likelihood of a significant revenue reversal. Often contracts with customers include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgment is required to determine the standalone selling price for each distinct performance obligation. Services and products are generally sold separately, and help establish standalone selling price for services and products the Company provides. Remaining Performance Obligations The Company expects to recognize revenue in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2018 of $56.0 million in the remainder of 2018, $221.2 million in 2019, $199.5 million in 2020, $124.2 million in 2021 and $107.5 million in 2022 and thereafter. The Company applies certain practical expedients as permitted under ASC 606 and does not disclose information about remaining performance obligations that have original expected durations of one year or less, information about revenue remaining from usage based performance obligations that are recognized over time as-invoiced, or variable consideration allocated to wholly unsatisfied performance obligations. Contract Balances The Company had receivables of $243.4 million and deferred revenue of $27.3 million at September 30, 2018 from contracts with customers, which amounts exclude receivables and deferred revenue that are out of the scope of ASC 606. Our customers generally pay for services in advance of the performance obligation and therefore these prepayments are recorded as deferred revenue. The deferred revenue is recognized as revenue in the accompanying condensed consolidated statements of operations as the services are provided. Changes in the contract liability balance for the Company during the three and nine months ended September 30, 2018 were not materially impacted by other factors. Assets Recognized from the Costs to Obtain a Contract with a Customer Management expects that incremental commission fees paid to intermediaries as a result of obtaining customer contracts are recoverable and therefore the Company capitalizes them as contract costs. Capitalized commission fees are amortized based on the transfer of goods or services to which the assets relate which typically range from two to five years , and are included in Selling, general, and administrative expenses. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in Selling, general, and administrative expenses. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table reconciles cash and cash equivalents and restricted cash reported in our condensed consolidated balance sheets to the total amount presented in our condensed consolidated statements of cash flows: September 30, December 31, 2018 2017 amounts in thousands Cash and cash equivalents $ 689,562 573,210 Restricted cash included in other current assets 791 938 Total cash and cash equivalents and restricted cash at end of period $ 690,353 574,148 |
Schedule of Restricted Cash | The following table reconciles cash and cash equivalents and restricted cash reported in our condensed consolidated balance sheets to the total amount presented in our condensed consolidated statements of cash flows: September 30, December 31, 2018 2017 amounts in thousands Cash and cash equivalents $ 689,562 573,210 Restricted cash included in other current assets 791 938 Total cash and cash equivalents and restricted cash at end of period $ 690,353 574,148 |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Preliminary Acquisition Price Allocation | The preliminary acquisition price allocation for GCI Liberty is as follows (amounts in thousands): Cash and cash equivalents $ 132,563 Receivables 171,014 Property and equipment 1,211,392 Goodwill 942,118 Intangible assets not subject to amortization 572,500 Intangible assets subject to amortization 503,737 Other assets 97,279 Deferred revenue (92,561 ) Debt, including capital leases (1,707,002 ) Other liabilities (251,692 ) Deferred income tax liabilities (286,220 ) Preferred stock (174,922 ) Non-controlling interest (7,000 ) $ 1,111,206 |
Pro Forma Revenue and Net Earnings | The unaudited pro forma revenue, net earnings and basic and diluted net earnings per common share of GCI Liberty, prepared utilizing the historical financial statements of HoldCo, giving effect to acquisition accounting related adjustments made at the time of acquisition, as if the acquisition discussed above occurred on January 1, 2017, are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 amounts in thousands, except per share amounts Revenue $ 220,737 227,860 664,287 685,911 Net earnings (loss) $ 327,046 277,315 (157,678 ) 722,803 Net earnings (loss) attributable to GCI Liberty shareholders $ 327,173 277,505 (157,242 ) 723,229 Basic net earnings (loss) attributable to Series A and Series B GCI Liberty, Inc. shareholders per common share $ 3.04 2.55 (1.46 ) 6.63 Diluted net earnings (loss) attributable to Series A and Series B GCI Liberty, Inc. shareholders per common share $ 3.00 2.55 (1.46 ) 6.63 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Revenue from contracts with customers, classified by customer type and significant service offerings follows: Three Months Ended Nine Months Ended September 30, 2018 amounts in thousands GCI Holdings Consumer Revenue Wireless $ 25,584 62,312 Data 39,652 88,921 Video 22,272 50,180 Voice 4,368 10,246 Business Revenue Wireless 18,071 44,889 Data 59,585 154,239 Video 4,927 9,436 Voice 6,361 14,282 Evite 5,100 15,221 Lease, grant, and revenue from subsidies 24,226 55,114 Total $ 210,146 504,840 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Number and Weighted Average Exercise Price of Awards | The following tables present the number and weighted average exercise price ("WAEP") of the Awards to purchase GCI Liberty common stock granted to certain officers, employees and directors of the Company. The options outstanding as of January 1, 2018 reflect Qurate Retail's Series A and Series B Liberty Ventures common stock. On March 9, 2018, Qurate Retail redeemed each outstanding share of Qurate Retail's Series A and Series B Liberty Ventures common stock for the corresponding class of GCI Liberty common stock using a one -for-one ratio. Series A Weighted Aggregate average intrinsic Awards remaining value (000's) WAEP life (millions) Outstanding at January 1, 2018 1,670 $ 47.12 Granted 5 $ 42.99 Exercised (23 ) $ 16.61 Forfeited/Cancelled (3 ) $ 56.13 Outstanding at September 30, 2018 1,649 $ 47.52 1.9 years $ 11 Exercisable at September 30, 2018 1,296 $ 47.80 1.4 years $ 9 Series B Weighted Aggregate average intrinsic Awards remaining value (000's) WAEP life (millions) Outstanding at January 1, 2018 1,080 $ 56.38 Granted 143 $ 54.01 Exercised — $ — Forfeited/Cancelled — $ — Outstanding at September 30, 2018 1,223 $ 56.10 4.3 years $ — Exercisable at September 30, 2018 443 $ 56.38 5.0 years $ — |
Earnings Attributable to GCI _2
Earnings Attributable to GCI Liberty Stockholders Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares | Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 number of shares in thousands Basic WASO 107,631 107,693 Diluted WASO 109,061 107,693 Antidilutive shares excluded from diluted WASO — 1,499 |
Assets and Liabilities Measur_2
Assets and Liabilities Measured at Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | The Company’s assets and liabilities measured at fair value are as follows: September 30, 2018 December 31, 2017 Description Total Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Total Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) amounts in thousands Cash equivalents $ 638,999 638,999 — 570,526 570,526 — Equity securities $ 1,749,132 1,749,132 — 1,800,208 1,800,208 — Investment in Liberty Broadband $ 3,598,079 3,598,079 — 3,634,786 3,634,786 — Variable forward $ 26,980 — 26,980 94,807 — 94,807 Indemnification obligation $ 99,858 — 99,858 — — — Exchangeable senior debentures $ 527,361 — 527,361 — — — |
Schedule of Realized and Unrealized Gains (Losses) on Financial Instruments | Realized and unrealized gains (losses) on financial instruments, net are comprised of changes in the fair value of the following: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 amounts in thousands Equity securities $ 175,359 143,158 (53,681 ) 405,655 Investment in Liberty Broadband 366,211 364,930 (36,706 ) 906,136 Variable forward (3,223 ) (35,325 ) 69,329 (41,027 ) Indemnification obligation (14,937 ) — 48,671 — Exchangeable senior debentures (27,901 ) — (31,941 ) — $ 495,509 472,763 (4,328 ) 1,270,764 |
Investments in Equity Securit_2
Investments in Equity Securities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Equity Securities | Investments in equity securities, the majority of which are carried at fair value, are summarized as follows: September 30, December 31, 2018 2017 amounts in thousands Charter (a) $ 1,746,196 1,800,208 Other investments (b) 5,014 2,856 $ 1,751,210 1,803,064 (a) A portion of the Charter equity securities are considered covered shares and subject to certain contractual restrictions in accordance with the indemnification agreement. See note 6 for additional discussion of the indemnification agreement. (b) The Company has elected the measurement alternative for a portion of these securities. |
Investments in Affiliates Acc_2
Investments in Affiliates Accounted for Using the Equity Method (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments and Summarized Financial Information | The following table includes the Company’s carrying amount and percentage ownership of the more significant investments in affiliates at September 30, 2018 and the carrying amount at December 31, 2017 : September 30, 2018 December 31, 2017 Percentage ownership Market value Carrying amount Carrying amount dollars in thousands LendingTree (a) 25.05 % $ 792,462 $ 171,027 114,655 Other various NA 3,107 — $ 174,134 114,655 (a) Both our ownership interest in LendingTree and our share of LendingTree's earnings (losses) are reported on a three month lag. The market value disclosed is as of September 30, 2018 and includes an additional 220,000 shares of LendingTree that were purchased during the three months ended September 30, 2018. Summarized financial information for Liberty Broadband is as follows: September 30, December 31, 2018 2017 amounts in thousands Current assets $ 95,478 84,054 Investment in Charter, accounted for using the equity method 11,977,368 11,835,613 Other assets 9,828 12,122 Total assets 12,082,674 11,931,789 Long-term debt, including current portion 522,617 497,370 Deferred income tax liabilities 961,835 932,593 Other liabilities 12,927 14,925 Equity 10,585,295 10,486,901 Total liabilities and shareholders' equity $ 12,082,674 11,931,789 Three months ended Nine months ended September 30, September 30, 2018 2017 2018 2017 amounts in thousands Revenue $ 3,518 3,430 18,680 9,643 Operating expenses, net (7,614 ) (9,217 ) (25,601 ) (29,125 ) Operating income (loss) (4,096 ) (5,787 ) (6,921 ) (19,482 ) Share of earnings (losses) of affiliates 84,739 (5,280 ) 126,952 25,109 Gain (loss) on dilution of investment in affiliate (3,203 ) (3,718 ) (35,165 ) (42,515 ) Realized and unrealized gains (losses) on financial instruments, net 5,678 2,675 3,659 5,026 Other income (expense), net (5,717 ) (5,087 ) (16,371 ) (13,669 ) Income tax benefit (expense) (17,762 ) 7,333 (17,005 ) 18,245 Net earnings (loss) $ 59,639 (9,864 ) 55,149 (27,286 ) |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Variable Interest Entity Disclosures [Abstract] | |
Summary of Key Terms of NMTC Transactions | The following table summarizes the key terms of each of the NMTC transactions: Financing Arrangement Investment Funds Transaction Date Loan Amount Interest Rate on Loan to Investment Fund Maturity Date US Bancorp Investment Loan to Unicom Interest Rate on Loan(s) to Unicom Expected Put Option Exercise NMTC #2 TIF 2 & TIF 2-USB October 3, 2012 $37.7 million 1% October 2, 2042 $17.5 million $52.0 million 0.71% to 0.77% October 2019 NMTC #3 TIF 3 December 11, 2012 $8.2 million 1% December 10, 2042 $3.8 million $12.0 million 1.35% December 2019 NMTC #4 TIF 4 March 21, 2017 $6.7 million 1% March 21, 2040 $3.3 million $9.8 million 0.73% March 2024 NMTC #5 TIF 5-1 and TIF 5-2 December 22, 2017 $10.4 million 1% December 22, 2047 $5.1 million $14.7 million 0.67% to 1.24% December 2024 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | GCI Holdings Corporate and other Total amounts in thousands Balance at January 1, 2018 $ — 25,569 25,569 Acquisitions 942,118 — 942,118 Balance at September 30, 2018 $ 942,118 25,569 967,687 |
Schedule of Intangible Assets Subject to Amortization | September 30, 2018 Gross Net carrying Accumulated carrying amount amortization amount amounts in thousands Customer relationships $ 443,267 (46,981 ) 396,286 Other amortizable intangibles 117,482 (33,209 ) 84,273 Total $ 560,749 (80,190 ) 480,559 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Amortization expense for amortizable intangible assets for each of the five succeeding fiscal years is estimated to be (amounts in thousands): Remainder of 2018 $ 16,994 2019 $ 59,357 2020 $ 51,358 2021 $ 45,754 2022 $ 41,656 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Debt | Debt is summarized as follows: Outstanding Principal Carrying Value September 30, September 30, December 31, 2018 2018 2017 amounts in thousands Margin Loan Facility $ 1,000,000 1,000,000 — Exchangeable senior debentures 477,250 527,361 NA Senior notes 775,000 804,450 NA Senior credit facility 715,739 715,739 NA Wells Fargo note payable 7,673 7,675 NA Deferred financing costs — (2,719 ) — Total debt $ 2,975,662 3,052,506 — Debt classified as current (included in other current liabilities) (2,959 ) — Total long-term debt $ 3,049,547 — |
Information About the Company_2
Information About the Company's Operating Segments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | Three Months Ended September 30, 2018 2017 Revenue Adjusted OIBDA Revenue Adjusted OIBDA amounts in thousands GCI Holdings $ 205,047 57,945 — — Liberty Broadband 3,518 (2,198 ) 3,430 (3,346 ) Corporate and other 5,099 (7,205 ) 5,493 (5,277 ) 213,664 48,542 8,923 (8,623 ) Eliminate Liberty Broadband (3,518 ) 2,198 (3,430 ) 3,346 $ 210,146 50,740 5,493 (5,277 ) Nine Months Ended September 30, 2018 2017 Revenue Adjusted OIBDA Revenue Adjusted OIBDA amounts in thousands GCI Holdings $ 489,620 156,608 — — Liberty Broadband 18,680 (414 ) 9,643 (12,262 ) Corporate and other 15,220 (20,256 ) 15,639 (20,071 ) 523,520 135,938 25,282 (32,333 ) Eliminate Liberty Broadband (18,680 ) 414 (9,643 ) 12,262 $ 504,840 136,352 15,639 (20,071 ) |
Reconciliation of Assets from Segment to Consolidated | September 30, 2018 Total Investments Capital assets in affiliates expenditures amounts in thousands GCI Holdings $ 3,561,569 — 86,977 Liberty Broadband 12,082,674 11,977,368 35 Corporate and other 6,318,888 174,134 2,399 21,963,131 12,151,502 89,411 Eliminate Liberty Broadband (12,082,674 ) (11,977,368 ) (35 ) Consolidated $ 9,880,457 174,134 89,376 |
Reconciliation of Adjusted OIBDA to Operating Income and Earnings (Loss) from Continuing Operations | The following table provides a reconciliation of segment Adjusted OIBDA to operating income and earnings (loss) from continuing operations before income taxes: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 amounts in thousands Consolidated segment Adjusted OIBDA $ 50,740 (5,277 ) 136,352 (20,071 ) Stock‑based compensation (7,761 ) (4,369 ) (20,926 ) (10,968 ) Depreciation and amortization (62,848 ) (823 ) (143,257 ) (2,398 ) Operating income (loss) (19,869 ) (10,469 ) (27,831 ) (33,437 ) Interest expense (37,614 ) — (81,304 ) — Share of earnings (loss) of affiliates, net 10,856 1,648 18,714 4,971 Realized and unrealized gains (losses) on financial instruments, net 495,509 472,763 (4,328 ) 1,270,764 Other, net (834 ) 328 (982 ) 1,073 Earnings (loss) from continuing operations before income taxes $ 448,048 464,270 (95,731 ) 1,243,371 |
Basis of Presentation (Narrativ
Basis of Presentation (Narrative) (Details) $ in Millions | Mar. 09, 2018 | Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) |
Liberty Media | Affiliated Entity | |||
Class of Stock [Line Items] | |||
Reimbursable expenses | $ 2.1 | $ 6 | |
Liberty Ventures | |||
Class of Stock [Line Items] | |||
Shares redemption ratio | 1 | ||
Liberty Ventures | Series A common stock | |||
Class of Stock [Line Items] | |||
Shares redemption ratio | 1 | ||
Liberty Ventures | Series B common stock | |||
Class of Stock [Line Items] | |||
Shares redemption ratio | 1 |
Basis of Presentation (Cash and
Basis of Presentation (Cash and Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 689,562 | $ 573,210 | ||
Restricted cash included in other current assets | 791 | 938 | ||
Total cash and cash equivalents and restricted cash at end of period | $ 690,353 | $ 574,148 | $ 512,873 | $ 488,127 |
Acquisition (Narrative) (Detail
Acquisition (Narrative) (Details) - USD ($) $ in Thousands | Mar. 09, 2018 | Sep. 30, 2018 | Sep. 30, 2018 |
GCI Liberty Inc | |||
Business Acquisition [Line Items] | |||
Net earnings (loss) from continuing operations | $ (40,400) | $ (35,900) | |
GCI Liberty Inc | HoldCo | |||
Business Acquisition [Line Items] | |||
Acquisition price | $ 1,100,000 | ||
Intangible assets subject to amortization | 503,737 | ||
Acquired goodwill deductible for income tax purposes | $ 170,000 | ||
Decrease in receivables | 13,700 | ||
Increase in property and equipment | 16,300 | ||
Increase in intangible assets not subject to amortization | 9,500 | ||
Decrease to intangible assets subject to amortization | 40,200 | ||
Increase in deferred revenue | 15,600 | ||
Decrease in other liabilities | 21,400 | ||
Decrease in deferred income tax liabilities | 6,100 | ||
Increase in goodwill | $ 17,500 | ||
GCI Liberty Inc | HoldCo | Tradename | |||
Business Acquisition [Line Items] | |||
Estimated useful life | 8 years | ||
GCI Liberty Inc | HoldCo | Customer relationships | |||
Business Acquisition [Line Items] | |||
Weighted average useful life | 13 years | ||
GCI Liberty Inc | HoldCo | Right-to-use | |||
Business Acquisition [Line Items] | |||
Weighted average useful life | 8 years |
Acquisition (Preliminary Purcha
Acquisition (Preliminary Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Mar. 09, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 967,687 | $ 25,569 | |
HoldCo | GCI Liberty Inc | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 132,563 | ||
Receivables | 171,014 | ||
Property and equipment | 1,211,392 | ||
Goodwill | 942,118 | ||
Intangible assets not subject to amortization | 572,500 | ||
Intangible assets subject to amortization | 503,737 | ||
Other assets | 97,279 | ||
Deferred revenue | (92,561) | ||
Debt, including capital leases | (1,707,002) | ||
Other liabilities | (251,692) | ||
Deferred income tax liabilities | (286,220) | ||
Preferred stock | (174,922) | ||
Non-controlling interest | (7,000) | ||
Net assets acquired including goodwill, less noncontrolling interest | $ 1,111,206 |
Acquisition (Pro Forma Revenue
Acquisition (Pro Forma Revenue and Net Earnings) (Details) - HoldCo - GCI Liberty Inc - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 220,737 | $ 227,860 | $ 664,287 | $ 685,911 |
Net earnings (loss) | 327,046 | 277,315 | (157,678) | 722,803 |
Net earnings (loss) attributable to GCI Liberty shareholders | $ 327,173 | $ 277,505 | $ (157,242) | $ 723,229 |
Basic net earnings (loss) attributable to Series A and Series B GCI Liberty, Inc. shareholders per common share (in dollars per share) | $ 3.04 | $ 2.55 | $ (1.46) | $ 6.63 |
Diluted net earnings (loss) attributable to Series A and Series B GCI Liberty, Inc. shareholders per common share (in dollars per share) | $ 3 | $ 2.55 | $ (1.46) | $ 6.63 |
Revenue (Nature of Services and
Revenue (Nature of Services and Products) (Details) | 9 Months Ended |
Sep. 30, 2018payment | |
Certain wireless devices | |
Disaggregation of Revenue [Line Items] | |
Program period | 24 months |
Trade-in equipment | |
Disaggregation of Revenue [Line Items] | |
Number of installment plan payments | 12 |
Revenue (Remaining Performance
Revenue (Remaining Performance Obligations) (Details) $ in Millions | Sep. 30, 2018USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 56 |
Revenue, remaining performance obligation, period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 221.2 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 199.5 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 124.2 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 107.5 |
Revenue, remaining performance obligation, period | 1 year |
Revenue (Contract Balances) (De
Revenue (Contract Balances) (Details) $ in Millions | Sep. 30, 2018USD ($) |
Revenue from Contract with Customer [Abstract] | |
Receivables | $ 243.4 |
Deferred revenue | $ 27.3 |
Revenue (Assets Recognized from
Revenue (Assets Recognized from the Costs to Obtain a Contract with a Customer) (Details) | Sep. 30, 2018 |
Minimum | |
Capitalized Contract Cost [Line Items] | |
Amortization period | 2 years |
Maximum | |
Capitalized Contract Cost [Line Items] | |
Amortization period | 5 years |
Revenue (Disaggregation of Reve
Revenue (Disaggregation of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Total | $ 210,146 | $ 5,493 | $ 504,840 | $ 15,639 |
Lease, grant, and revenue from subsidies | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 24,226 | 55,114 | ||
GCI Holdings | Consumer Revenue | Wireless | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 25,584 | 62,312 | ||
GCI Holdings | Consumer Revenue | Data | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 39,652 | 88,921 | ||
GCI Holdings | Consumer Revenue | Video | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 22,272 | 50,180 | ||
GCI Holdings | Consumer Revenue | Voice | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,368 | 10,246 | ||
GCI Holdings | Business Revenue | Wireless | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 18,071 | 44,889 | ||
GCI Holdings | Business Revenue | Data | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 59,585 | 154,239 | ||
GCI Holdings | Business Revenue | Video | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,927 | 9,436 | ||
GCI Holdings | Business Revenue | Voice | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6,361 | 14,282 | ||
Evite | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 5,100 | $ 15,221 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Mar. 09, 2018 | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($) |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||
Stock-based compensation expense | $ | $ 7,761 | $ 4,369 | $ 20,926 | $ 10,968 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Dividend rate used | 0.00% | ||||
Weighted average GDFV of unvested shares (in dollars per share) | $ / shares | $ 46.77 | $ 46.77 | |||
Aggregate fair value of all restricted shares | $ | $ 2,500 | ||||
Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost related to unvested options | $ | $ 12,000 | $ 12,000 | |||
Weighted average period for compensation cost to be recognized | 1 year 10 months 24 days | ||||
RSAs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost related to unvested restricted shares | $ | $ 15,000 | $ 15,000 | |||
Weighted average period for compensation cost to be recognized | 1 year 6 months | ||||
Unvested restricted stock (in shares) | 1,200 | 1,200 | |||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unvested restricted stock (in shares) | 32 | 32 | |||
Liberty Ventures | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares redemption ratio | 1 | ||||
Series A common stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options to purchase shares granted (in shares) | 5 | ||||
Shares reserved for issuance upon exercise | 1,600 | 1,600 | |||
Series A common stock | Liberty Ventures | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares redemption ratio | 1 | ||||
Series B common stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options to purchase shares granted (in shares) | 143 | ||||
Shares reserved for issuance upon exercise | 1,200 | 1,200 | |||
Series B common stock | Liberty Ventures | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares redemption ratio | 1 | ||||
Directors | Series B common stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options to purchase shares granted (in shares) | 5 | ||||
Granted options, weighted average GDFV (in dollars per share) | $ / shares | $ 13.36 | ||||
CEO | Series B common stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options to purchase shares granted (in shares) | 143 | ||||
Granted options, weighted average GDFV (in dollars per share) | $ / shares | $ 16.55 |
Stock-Based Compensation (Sched
Stock-Based Compensation (Schedule of Outstanding Awards) (Details) $ / shares in Units, shares in Thousands, $ in Millions | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Series A common stock | |
Awards | |
Outstanding at beginning of period (in shares) | shares | 1,670 |
Granted (in shares) | shares | 5 |
Exercised (in shares) | shares | (23) |
Forfeited/Cancelled (in shares) | shares | (3) |
Outstanding at end of period (in shares) | shares | 1,649 |
Exercisable at end of period (in shares) | shares | 1,296 |
WAEP | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 47.12 |
Granted (in dollars per share) | $ / shares | 42.99 |
Exercised (in dollars per share) | $ / shares | 16.61 |
Forfeited/Cancelled (in dollars per share) | $ / shares | 56.13 |
Outstanding at end of period (in dollars per share) | $ / shares | 47.52 |
Exercisable at end of period (in dollars per share) | $ / shares | $ 47.80 |
Weighted average remaining life | |
Outstanding at end of period | 1 year 10 months 24 days |
Exercisable at end of period | 1 year 4 months 15 days |
Aggregate intrinsic value | |
Outstanding at end of period | $ | $ 11 |
Exercisable at end of period | $ | $ 9 |
Series B common stock | |
Awards | |
Outstanding at beginning of period (in shares) | shares | 1,080 |
Granted (in shares) | shares | 143 |
Exercised (in shares) | shares | 0 |
Forfeited/Cancelled (in shares) | shares | 0 |
Outstanding at end of period (in shares) | shares | 1,223 |
Exercisable at end of period (in shares) | shares | 443 |
WAEP | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 56.38 |
Granted (in dollars per share) | $ / shares | 54.01 |
Exercised (in dollars per share) | $ / shares | 0 |
Forfeited/Cancelled (in dollars per share) | $ / shares | 0 |
Outstanding at end of period (in dollars per share) | $ / shares | 56.10 |
Exercisable at end of period (in dollars per share) | $ / shares | $ 56.38 |
Weighted average remaining life | |
Outstanding at end of period | 4 years 3 months 19 days |
Exercisable at end of period | 5 years |
Aggregate intrinsic value | |
Outstanding at end of period | $ | $ 0 |
Exercisable at end of period | $ | $ 0 |
Earnings Attributable to GCI _3
Earnings Attributable to GCI Liberty Stockholders Per Common Share (Details) - shares | Mar. 09, 2018 | Sep. 30, 2018 | Sep. 30, 2018 |
Earnings Per Share [Abstract] | |||
Basic WASO | 109,004,250 | 107,631,000 | 107,693,000 |
Diluted WASO | 109,061,000 | 107,693,000 | |
Antidilutive shares excluded from diluted WASO | 0 | 1,499,000 |
Assets and Liabilities Measur_3
Assets and Liabilities Measured at Fair Value (Schedule of Assets and Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 638,999 | $ 570,526 |
Equity securities | 1,749,132 | 1,800,208 |
Investment in Liberty Broadband | 3,598,079 | 3,634,786 |
Indemnification obligation | 99,858 | 0 |
Exchangeable senior debentures | 527,000 | 0 |
Exchangeable senior debentures | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Exchangeable senior debentures | 527,361 | 0 |
Variable forward | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Variable forward | 26,980 | 94,807 |
Quoted prices in active markets for identical assets (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 638,999 | 570,526 |
Equity securities | 1,749,132 | 1,800,208 |
Investment in Liberty Broadband | 3,598,079 | 3,634,786 |
Indemnification obligation | 0 | 0 |
Quoted prices in active markets for identical assets (Level 1) | Exchangeable senior debentures | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Exchangeable senior debentures | 0 | 0 |
Quoted prices in active markets for identical assets (Level 1) | Variable forward | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Variable forward | 0 | 0 |
Significant other observable inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 0 | 0 |
Equity securities | 0 | 0 |
Investment in Liberty Broadband | 0 | 0 |
Indemnification obligation | 99,858 | 0 |
Significant other observable inputs (Level 2) | Exchangeable senior debentures | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Exchangeable senior debentures | 527,361 | 0 |
Significant other observable inputs (Level 2) | Variable forward | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Variable forward | $ 26,980 | $ 94,807 |
Assets and Liabilities Measur_4
Assets and Liabilities Measured at Fair Value (Narrative) (Details) $ / shares in Units, $ in Thousands | Jun. 06, 2017$ / shares$ / unitshares | Jun. 30, 2018USD ($)shares | Sep. 30, 2018USD ($)shares | Sep. 30, 2017USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Indemnification payment | $ | $ 132,725 | $ 0 | ||
Exchangeable Senior Debentures | 1.75% Exchangeable Debentures | Indemnification obligation | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Indemnity obligation recorded | $ | $ 281,300 | |||
Exchangeable Senior Debentures | 1.75% Exchangeable Debentures | Indemnification obligation | LI LLC | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Interest rate | 1.75% | |||
Exchangeable instrument, shares outstanding | shares | 332,241 | |||
Exchangeable Senior Debentures | 1.75% Exchangeable Debentures | Indemnification obligation | LI LLC | Qurate Retail | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Number of shares repurchased (in shares) | shares | 417,759 | |||
Value of shares repurchased | $ | $ 457,000 | |||
Indemnification payment | $ | $ 133,000 | |||
Exchangeable Senior Debentures | 1.75% Exchangeable Debentures | Indemnification obligation | Qurate and LI LLC | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Period in which entities will cooperate with and reasonably assist each other regarding the Purchase Offer | 6 months | |||
LendingTree | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Number of shares purchased (in shares) | shares | 450,000 | |||
LendingTree | Variable forward | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Variable forward contract, term | 2 years | |||
Variable forward contract (in shares) | shares | 642,850 | |||
Variable forward contract, closing price (in dollars per share) | $ / shares | $ 170.70 | |||
Variable forward contract, floor price (in dollars per share) | $ / unit | 128.03 | |||
Variable forward contract, cap price (in dollars per share) | $ / unit | 211.67 |
Assets and Liabilities Measur_5
Assets and Liabilities Measured at Fair Value (Schedule of Realized and Unrealized Gains (Losses)) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | ||||
Equity securities | $ 175,359 | $ 143,158 | $ (53,681) | $ 405,655 |
Investment in Liberty Broadband | 366,211 | 364,930 | (36,706) | 906,136 |
Variable forward | (3,223) | (35,325) | 69,329 | (41,027) |
Indemnification obligation | (14,937) | 0 | 48,671 | 0 |
Exchangeable senior debentures | (27,901) | 0 | (31,941) | 0 |
Realized and unrealized gains (losses) on financial instruments, net | $ 495,509 | $ 472,763 | $ (4,328) | $ 1,270,764 |
Investments in Equity Securit_3
Investments in Equity Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt and Equity Securities, FV-NI [Line Items] | ||
Investments in equity securities | $ 1,751,210 | $ 1,803,064 |
Charter | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Investments in equity securities | 1,746,196 | 1,800,208 |
Other investments | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Investments in equity securities | $ 5,014 | $ 2,856 |
Investments in Affiliates Acc_3
Investments in Affiliates Accounted for Using the Equity Method (Investment in Lending Tree) (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||||
Carrying amount | $ 174,134 | $ 174,134 | $ 114,655 | ||
Share of earnings (losses) | $ 10,856 | $ 1,648 | $ 18,714 | $ 4,971 | |
LendingTree | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage ownership | 25.05% | 25.05% | |||
Market value | $ 792,462 | $ 792,462 | |||
Carrying amount | 171,027 | 171,027 | 114,655 | ||
Share of earnings (losses) | $ 10,200 | $ 1,700 | 15,500 | $ 5,000 | |
Additional shares acquired | 220 | ||||
Other | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Carrying amount | $ 3,107 | $ 3,107 | $ 0 |
Investments in Affiliates Acc_4
Investments in Affiliates Accounted for Using the Equity Method (Investment in Liberty Broadband) (Details) $ / shares in Units, $ in Thousands | May 18, 2016USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) | May 31, 2015$ / shares |
Schedule of Equity Method Investments [Line Items] | ||||
Investments accounted for using the equity method | $ 174,134 | $ 114,655 | ||
Series A common stock | Charter | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Shares, exchange ratio | 1 | |||
Liberty Broadband | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investments accounted for using the equity method | $ 3,598,079 | 3,634,786 | ||
Percentage ownership | 23.50% | |||
Liberty Broadband | Series C Non-voting Shares | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investments accounted for using the equity method | $ 2,400,000 | |||
Liberty Broadband | Series C Common Stock | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Per share price of stock purchased (in dollars per share) | $ / shares | $ 56.23 | |||
Charter | Liberty Broadband | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investments accounted for using the equity method | $ 11,977,368 | $ 11,835,613 | ||
Payments to acquire investments | $ 5,000,000 |
Investments in Affiliates Acc_5
Investments in Affiliates Accounted for Using the Equity Method (Summary of Financial Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||||
Investments accounted for using the equity method | $ 174,134 | $ 174,134 | $ 114,655 | ||
Liberty Broadband | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Current assets | 95,478 | 95,478 | 84,054 | ||
Other assets | 9,828 | 9,828 | 12,122 | ||
Total assets | 12,082,674 | 12,082,674 | 11,931,789 | ||
Long-term debt, including current portion | 522,617 | 522,617 | 497,370 | ||
Deferred income tax liabilities | 961,835 | 961,835 | 932,593 | ||
Other liabilities | 12,927 | 12,927 | 14,925 | ||
Equity | 10,585,295 | 10,585,295 | 10,486,901 | ||
Total liabilities and shareholders' equity | 12,082,674 | 12,082,674 | 11,931,789 | ||
Revenue | 3,518 | $ 3,430 | 18,680 | $ 9,643 | |
Operating expenses, net | (7,614) | (9,217) | (25,601) | (29,125) | |
Operating income (loss) | (4,096) | (5,787) | (6,921) | (19,482) | |
Share of earnings (losses) of affiliates | 84,739 | (5,280) | 126,952 | 25,109 | |
Gain (loss) on dilution of investment in affiliate | (3,203) | (3,718) | (35,165) | (42,515) | |
Realized and unrealized gains (losses) on financial instruments, net | 5,678 | 2,675 | 3,659 | 5,026 | |
Other income (expense), net | (5,717) | (5,087) | (16,371) | (13,669) | |
Income tax benefit (expense) | (17,762) | 7,333 | (17,005) | 18,245 | |
Net earnings (loss) | 59,639 | $ (9,864) | 55,149 | $ (27,286) | |
Liberty Broadband | Charter | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investments accounted for using the equity method | $ 11,977,368 | $ 11,977,368 | $ 11,835,613 |
Variable Interest Entities (Nar
Variable Interest Entities (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Variable Interest Entity [Line Items] | ||
Restricted cash | $ 791 | $ 938 |
Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Tax credit percentage | 39.00% | |
Restricted cash | $ 800 | |
Percentage of recapture | 100.00% | |
Recapture period | 7 years | |
Assets | $ 89,000 | |
Liabilities | $ 63,000 |
Variable Interest Entities (Sum
Variable Interest Entities (Summary of Key Terms of NMTC Transactions) (Details) - Primary Beneficiary $ in Millions | 9 Months Ended |
Sep. 30, 2018USD ($) | |
NMTC 2 | |
Variable Interest Entity [Line Items] | |
Loans to VIE | $ 37.7 |
Interest rate percentage | 1.00% |
NMTC 2 | Minimum | |
Variable Interest Entity [Line Items] | |
Interest rate percentage | 0.71% |
NMTC 2 | Maximum | |
Variable Interest Entity [Line Items] | |
Interest rate percentage | 0.77% |
NMTC 2 | US Bancorp | |
Variable Interest Entity [Line Items] | |
Amount to other entity | $ 17.5 |
NMTC 2 | Unicom | |
Variable Interest Entity [Line Items] | |
Amount to other entity | 52 |
NMTC 3 | |
Variable Interest Entity [Line Items] | |
Loans to VIE | $ 8.2 |
Interest rate percentage | 1.00% |
NMTC 3 | US Bancorp | |
Variable Interest Entity [Line Items] | |
Amount to other entity | $ 3.8 |
NMTC 3 | Unicom | |
Variable Interest Entity [Line Items] | |
Interest rate percentage | 1.35% |
Amount to other entity | $ 12 |
NMTC 4 | |
Variable Interest Entity [Line Items] | |
Loans to VIE | $ 6.7 |
Interest rate percentage | 1.00% |
NMTC 4 | US Bancorp | |
Variable Interest Entity [Line Items] | |
Amount to other entity | $ 3.3 |
NMTC 4 | Unicom | |
Variable Interest Entity [Line Items] | |
Interest rate percentage | 0.73% |
Amount to other entity | $ 9.8 |
NMTC 5 | |
Variable Interest Entity [Line Items] | |
Loans to VIE | $ 10.4 |
Interest rate percentage | 1.00% |
NMTC 5 | Minimum | |
Variable Interest Entity [Line Items] | |
Interest rate percentage | 0.67% |
NMTC 5 | Maximum | |
Variable Interest Entity [Line Items] | |
Interest rate percentage | 1.24% |
NMTC 5 | US Bancorp | |
Variable Interest Entity [Line Items] | |
Amount to other entity | $ 5.1 |
NMTC 5 | Unicom | |
Variable Interest Entity [Line Items] | |
Amount to other entity | $ 14.7 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Goodwill) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Goodwill [Roll Forward] | |
Balance at January 1, 2018 | $ 25,569 |
Acquisitions | 942,118 |
Balance at September 30, 2018 | 967,687 |
GCI Holdings | |
Goodwill [Roll Forward] | |
Balance at January 1, 2018 | 0 |
Acquisitions | 942,118 |
Balance at September 30, 2018 | 942,118 |
Corporate and other | |
Goodwill [Roll Forward] | |
Balance at January 1, 2018 | 25,569 |
Acquisitions | 0 |
Balance at September 30, 2018 | $ 25,569 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Intangibles Subject to Amortization) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 560,749 | |
Accumulated amortization | (80,190) | |
Net carrying amount | 480,559 | $ 4,237 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 443,267 | |
Accumulated amortization | (46,981) | |
Net carrying amount | 396,286 | |
Other amortizable intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 117,482 | |
Accumulated amortization | (33,209) | |
Net carrying amount | $ 84,273 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 17.1 | $ 0.8 | $ 38.7 | $ 2.3 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Future Amortization) (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Years Ending December 31, | |
Remainder of 2018 | $ 16,994 |
2,019 | 59,357 |
2,020 | 51,358 |
2,021 | 45,754 |
2,022 | $ 41,656 |
Long-Term Debt (Summary of Debt
Long-Term Debt (Summary of Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Outstanding Principal | $ 2,975,662 | |
Deferred financing costs | (2,719) | $ 0 |
Total debt | 3,052,506 | 0 |
Debt classified as current (included in other current liabilities) | (2,959) | 0 |
Total long-term debt | 3,049,547 | 0 |
Margin Loan Facility | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | 1,000,000 | |
Carrying Value | 1,000,000 | $ 0 |
Exchangeable senior debentures | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | 477,250 | |
Carrying Value | 527,361 | |
Senior notes | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | 775,000 | |
Carrying Value | 804,450 | |
Senior credit facility | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | 715,739 | |
Carrying Value | 715,739 | |
Wells Fargo note payable | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | 7,673 | |
Carrying Value | $ 7,675 |
Long-Term Debt (Margin Loan) (D
Long-Term Debt (Margin Loan) (Details) - Broadband Holdco, LLC - USD ($) shares in Millions | Oct. 05, 2018 | Dec. 29, 2017 |
Subsequent Event | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Line of credit outstanding balance | $ 200,000,000 | |
Subsequent Event | Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Line of credit outstanding balance | $ 800,000,000 | |
LIBOR | Subsequent Event | ||
Debt Instrument [Line Items] | ||
Variable interest rate | 1.85% | |
Series C Common Stock | ||
Debt Instrument [Line Items] | ||
Number of shares pledged as collateral (in shares) | 42.7 | |
Value of shares pledged as collateral | $ 3,600,000,000 | |
Margin Loan Facility | ||
Debt Instrument [Line Items] | ||
Line of credit availability | $ 1,000,000,000 | |
Term of debt | 2 years | |
Undrawn commitment fee | 1.00% | |
Margin Loan Facility | Subsequent Event | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Line of credit availability | $ 200,000,000 | |
Margin Loan Facility | LIBOR | ||
Debt Instrument [Line Items] | ||
Variable interest rate | 1.85% |
Long-Term Debt (Exchangeable Se
Long-Term Debt (Exchangeable Senior Debentures) (Details) - Exchangeable Senior Debentures - 1.75% Exchangeable Debentures - Charter | Jun. 18, 2018$ / sharesshares |
Debt Instrument [Line Items] | |
Interest rate | 1.75% |
Exchangeable ratio | 2.6989 |
Exchangeable price (in dollars per share) | $ / shares | $ 370.52 |
Number of shares exchangeable (in shares) | shares | 1,288,051 |
Redemption price (in dollars per share) | 100.00% |
Long-Term Debt (Senior Notes) (
Long-Term Debt (Senior Notes) (Details) - Senior Notes $ in Millions | Sep. 30, 2018USD ($) |
Debt Instrument [Line Items] | |
Aggregate unamortized premium | $ 29.5 |
2021 Senior Notes | |
Debt Instrument [Line Items] | |
Interest rate | 6.75% |
2025 Senior Notes | |
Debt Instrument [Line Items] | |
Interest rate | 6.875% |
Long-Term Debt (Senior Credit F
Long-Term Debt (Senior Credit Facility) (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Term Loan | Term Loan B | |
Line of Credit Facility [Line Items] | |
Line of credit availability | $ 245,900,000 |
Interest rate | 2.25% |
Principal payments, a percentage of the original principal amount | 0.25% |
Line of credit outstanding balance | $ 240,700,000 |
Term Loan | Term Loan A | |
Line of Credit Facility [Line Items] | |
Line of credit availability | $ 215,000,000 |
Total leverage ratio | 5.95 |
Senior leverage ratio | 3.50 |
Interest coverage ratio | 2.50 |
Line of credit outstanding balance | $ 215,000,000 |
Term Loan | Term Loan A | LIBOR | Minimum | |
Line of Credit Facility [Line Items] | |
Variable interest rate | 2.00% |
Term Loan | Term Loan A | LIBOR | Maximum | |
Line of Credit Facility [Line Items] | |
Variable interest rate | 3.00% |
Senior Credit Facility | |
Line of Credit Facility [Line Items] | |
Remainder amount available for borrowing | $ 29,900,000 |
Senior Credit Facility | Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Line of credit availability | 300,000,000 |
Line of credit outstanding balance | 260,000,000 |
Senior Credit Facility | Letters of Credit | |
Line of Credit Facility [Line Items] | |
Line of credit outstanding balance | $ 10,100,000 |
Long-Term Debt (Wells Fargo Not
Long-Term Debt (Wells Fargo Note Payable) (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Wells Fargo Note Payable | LIBOR | |
Debt Instrument [Line Items] | |
Variable interest rate | 2.25% |
Long-Term Debt (Fair Value of D
Long-Term Debt (Fair Value of Debt) (Details) $ in Millions | Sep. 30, 2018USD ($) |
Senior Notes | |
Debt Instrument [Line Items] | |
Debt, fair value | $ 792.6 |
Preferred Stock (Details)
Preferred Stock (Details) | Oct. 15, 2018$ / shares | Sep. 19, 2018$ / shares | Jul. 16, 2018$ / shares | May 03, 2018$ / shares | Mar. 08, 2018period$ / shares | Sep. 30, 2018shares |
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized (in shares) | shares | 42,500,000 | |||||
Liquidation price per share (in dollars per share) | $ / shares | $ 25 | |||||
Dividend rate | 7.00% | 5.00% | ||||
Failure to pay cash dividends, number of periods | period | 4 | |||||
Potential increase in dividend rate, over four dividend periods | 2.00% | |||||
Preferred stock, dividends paid per share (in dollars per share) | $ / shares | $ 0.31 | $ 0.13 | ||||
Preferred stock, dividends declared per share (in dollars per share) | $ / shares | $ 0.44 | |||||
Subsequent Event | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, dividends paid per share (in dollars per share) | $ / shares | $ 0.44 | |||||
Series A Cumulative Redeemable Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized (in shares) | shares | 7,500,000 | |||||
Preferred stock, shares issued (in shares) | shares | 7,248,327 | |||||
Preferred stock, shares outstanding (in shares) | shares | 7,248,327 |
Information About the Company_3
Information About the Company's Operating Segments (Performance Measures) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 210,146 | $ 5,493 | $ 504,840 | $ 15,639 |
Adjusted OIBDA | 50,740 | (5,277) | 136,352 | (20,071) |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 213,664 | 8,923 | 523,520 | 25,282 |
Adjusted OIBDA | 48,542 | (8,623) | 135,938 | (32,333) |
Operating Segments | GCI Holdings | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 205,047 | 0 | 489,620 | 0 |
Adjusted OIBDA | 57,945 | 0 | 156,608 | 0 |
Operating Segments | Liberty Broadband | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 3,518 | 3,430 | 18,680 | 9,643 |
Adjusted OIBDA | (2,198) | (3,346) | (414) | (12,262) |
Operating Segments | Corporate and other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 5,099 | 5,493 | 15,220 | 15,639 |
Adjusted OIBDA | (7,205) | (5,277) | (20,256) | (20,071) |
Consolidation, Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (3,518) | (3,430) | (18,680) | (9,643) |
Adjusted OIBDA | $ 2,198 | $ 3,346 | $ 414 | $ 12,262 |
Information About the Company_4
Information About the Company's Operating Segments (Other Information) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 9,880,457 | $ 6,172,213 |
Investments accounted for using the equity method | 174,134 | $ 114,655 |
Capital expenditures | 89,376 | |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | 21,963,131 | |
Investments accounted for using the equity method | 12,151,502 | |
Capital expenditures | 89,411 | |
Operating Segments | GCI Holdings | ||
Segment Reporting Information [Line Items] | ||
Total assets | 3,561,569 | |
Investments accounted for using the equity method | 0 | |
Capital expenditures | 86,977 | |
Operating Segments | Liberty Broadband | ||
Segment Reporting Information [Line Items] | ||
Total assets | 12,082,674 | |
Investments accounted for using the equity method | 11,977,368 | |
Capital expenditures | 35 | |
Operating Segments | Corporate and other | ||
Segment Reporting Information [Line Items] | ||
Total assets | 6,318,888 | |
Investments accounted for using the equity method | 174,134 | |
Capital expenditures | 2,399 | |
Consolidation, Eliminations | ||
Segment Reporting Information [Line Items] | ||
Total assets | (12,082,674) | |
Investments accounted for using the equity method | (11,977,368) | |
Capital expenditures | $ (35) |
Information About the Company_5
Information About the Company's Operating Segments (Reconciliation of Segment Adjusted OIBDA to Operating Income and Earnings (Loss) from Continuing Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting [Abstract] | ||||
Consolidated segment Adjusted OIBDA | $ 50,740 | $ (5,277) | $ 136,352 | $ (20,071) |
Stock‑based compensation | (7,761) | (4,369) | (20,926) | (10,968) |
Depreciation and amortization | (62,848) | (823) | (143,257) | (2,398) |
Operating income (loss) | (19,869) | (10,469) | (27,831) | (33,437) |
Interest expense | (37,614) | 0 | (81,304) | 0 |
Share of earnings (loss) of affiliates, net | 10,856 | 1,648 | 18,714 | 4,971 |
Realized and unrealized gains (losses) on financial instruments, net | 495,509 | 472,763 | (4,328) | 1,270,764 |
Other, net | (834) | 328 | (982) | 1,073 |
Earnings (loss) before income taxes | $ 448,048 | $ 464,270 | $ (95,731) | $ 1,243,371 |