Acquisition (Tables)
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3 Months Ended |
Mar. 31, 2021 |
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| Acquisition |
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| Acquisition consideration |
The following details the acquisition consideration as of December 18, 2020 (amounts in thousands), which is primarily based on level 1 inputs:
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|
|
|
|
Fair value of newly issued Liberty Broadband Series C and B common stock 1 |
|
$ |
9,695,184 |
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Fair value of newly issued Liberty Broadband Preferred Stock 2 |
|
|
202,944 |
|
Fair value of share-based payment replacement awards 3 |
|
|
104,683 |
|
Total fair value of consideration |
|
|
10,002,811 |
|
Less: Fair value of Liberty Broadband shares attributable to share repurchase 4 |
|
|
(6,738,609) |
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Total fair value of consideration attributable to business combination |
|
|
3,264,202 |
|
Less: Fair value of newly issued Liberty Broadband Preferred Stock2 |
|
|
(202,944) |
|
Less: Fair value of share-based payment replacement awards accounted for as liability awards |
|
|
(1,309) |
|
Total fair value of acquisition consideration to be allocated |
|
$ |
3,059,949 |
|
|
(1) |
The fair value of newly issued Series C and B Liberty Broadband common stock was calculated by multiplying (i) the outstanding shares of GCI Liberty Series A and B common stock as of December 18, 2020 (ii) the exchange ratio of 0.580, and (iii) the closing share price of Liberty Broadband Series C and B common stock on December 18, 2020. Liberty Broadband issued 61.3 million shares of Series C common stock and 98 thousand shares of Series B common stock.
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(2) |
The fair value of the newly issued Liberty Broadband Preferred Stock was calculated by multiplying (i) the outstanding shares of GCI Liberty Preferred Stock as of December 18, 2020, and (ii) the closing share price of GCI |
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|
Liberty Preferred Stock on December 18, 2020. The GCI Liberty Preferred Stock was converted on a one to one ratio into Liberty Broadband Preferred Stock.
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(3) |
This amount represents the fair value of share-based payment replacement awards. |
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(4) |
GCI Liberty owned approximately 42.7 million shares of Liberty Broadband Series C common stock. The acquisition of Liberty Broadband Series C common stock is accounted for as a share repurchase by Liberty Broadband. This amount was calculated by multiplying (i) the number of shares of Liberty Broadband Series C common stock owned by GCI Liberty as of December 18, 2020 and (ii) the closing share price of Liberty Broadband Series C common stock on December 18, 2020.
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|
| Preliminary acquisition price allocation |
The preliminary acquisition purchase price allocation for GCI Liberty is as follows (amounts in thousands):
|
|
|
|
Cash and cash equivalents including restricted cash |
|
$ |
592,240 |
Receivables |
|
|
339,061 |
Property and equipment |
|
|
1,108,588 |
Goodwill |
|
|
758,189 |
Investment in Charter |
|
|
3,493,677 |
Intangible assets not subject to amortization |
|
|
586,500 |
Intangible assets subject to amortization |
|
|
638,855 |
Other assets |
|
|
302,570 |
Deferred revenue |
|
|
(60,292) |
Debt, including obligations under tower and finance leases |
|
|
(2,772,147) |
Indemnification liability |
|
|
(336,141) |
Deferred income tax liabilities |
|
|
(1,018,993) |
Preferred stock |
|
|
(202,944) |
Non-controlling interest |
|
|
(11,771) |
Other liabilities |
|
|
(357,443) |
|
|
$ |
3,059,949 |
|
| Pro forma revenue and net earnings |
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|
|
|
|
|
|
Three months ended |
|
|
|
March 31, 2020 |
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amounts in thousands, |
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|
|
except per share amounts |
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Revenue |
|
$ |
238,383 |
|
Net earnings (loss) |
|
$ |
12,318 |
|
Net earnings (loss) attributable to Liberty Broadband shareholders |
|
$ |
12,343 |
|
Basic net earnings (loss) attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share |
|
$ |
0.07 |
|
Diluted net earnings (loss) attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share |
|
$ |
0.07 |
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|