Quarterly report pursuant to Section 13 or 15(d)

Investment in Charter Accounted for Using the Equity Method

v3.23.1
Investment in Charter Accounted for Using the Equity Method
3 Months Ended
Mar. 31, 2023
Investment in Charter Accounted for Using the Equity Method  
Investment in Charter Accounted for Using the Equity Method

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

Through a number of prior years’ transactions and the Combination, Liberty Broadband has acquired an interest in Charter. The investment in Charter is accounted for as an equity method affiliate based on our voting and ownership interest and the board seats held by individuals appointed by Liberty Broadband. As of March 31, 2023, the carrying and market value of Liberty Broadband’s ownership in Charter was approximately $11.6 billion and $16.8 billion, respectively. We own an approximate 31.3% economic ownership interest in Charter, based on shares of Charter’s Class A common stock issued and outstanding as of March 31, 2023.

Upon the closing of the Time Warner Cable merger, the Second Amended and Restated Stockholders Agreement, dated as of May 23, 2015, by and among Charter, Liberty Broadband and Advance/Newhouse Partnership, as amended (the “Stockholders Agreement”), became fully effective. Pursuant to the Stockholders Agreement, Liberty Broadband’s equity ownership in Charter (on a fully diluted basis) is capped at the greater of 26% or the voting cap (“Equity Cap”). As of March 31, 2023, due to Liberty Broadband’s voting interest exceeding the current voting cap of 25.01%, our voting control of the aggregate voting power of Charter is 25.01%. Under the Stockholders Agreement, Liberty Broadband has agreed to vote (subject to certain exceptions) all voting securities beneficially owned by it, or over which it has voting discretion or control that are in excess of the voting cap, in the same proportion as all other votes cast by public stockholders of Charter with respect to the applicable matter.

In February 2021, Liberty Broadband was notified that its ownership interest, on a fully diluted basis, had exceeded the Equity Cap set forth in the Stockholders Agreement. On February 23, 2021, Charter and Liberty Broadband entered into a letter agreement in order to implement, facilitate and satisfy the terms of the Stockholders Agreement with respect to the Equity Cap. Pursuant to this letter agreement, following any month during which Charter purchases, redeems or buys back shares of its Class A common stock, and prior to certain meetings of Charter’s stockholders, Liberty Broadband will be obligated to sell to Charter, and Charter will be obligated to purchase, such number of shares of Class A common stock as is necessary (if any) to reduce Liberty Broadband’s percentage equity interest, on a fully diluted basis, to the Equity Cap (such transaction, a “Charter Repurchase”). The per share sale price for each share of Charter will be equal to the volume weighted average price paid by Charter in its repurchases, redemptions and buybacks of its common stock (subject to certain exceptions) during the month prior to the Charter Repurchase (or, if applicable, during the relevant period prior to the relevant meeting of Charter stockholders). Under the terms of the letter agreement, Liberty Broadband sold 120,149 and 970,241 shares of Charter Class A common stock to Charter for $42 million and $602 million during the three months ended March 31, 2023 and 2022, respectively, to maintain our fully diluted ownership percentage at 26%.

Investment in Charter

The excess basis in our investment in Charter is allocated within memo accounts used for equity method accounting purposes as follows (amounts in millions):

March 31,

December 31,

2023

2022

Property and equipment

    

$

499

524

Customer relationships

 

2,200

2,230

Franchise fees

 

3,838

3,809

Trademarks

 

29

29

Goodwill

 

4,013

3,975

Debt

 

(407)

(450)

Deferred income tax liability

 

(1,509)

(1,505)

$

8,663

8,612

Property and equipment and customer relationships have weighted average remaining useful lives of approximately 4 years and 8 years, respectively, and franchise fees, trademarks and goodwill have indefinite lives. The excess basis of outstanding debt is amortized over the contractual period using the straight-line method. The increase in excess basis for the three months ended March 31, 2023 was primarily due to Charter’s share buyback program. The Company’s share of earnings (losses) of affiliate line item in the accompanying condensed consolidated statements of operations includes expenses of $69 million and $67 million, net of related taxes, for the three months ended March 31, 2023 and 2022, respectively, due to the amortization of the excess basis related to assets with identifiable useful lives and debt.

The Company had dilution losses of $27 and $56 million during the three months ended March 31, 2023 and 2022, respectively. The dilution losses for the periods presented were primarily attributable to stock option exercises by employees and other third parties, partially offset by a gain on dilution related to Charter’s repurchase of Liberty Broadband’s Charter shares during both the three months ended March 31, 2023 and 2022.

Summarized unaudited financial information for Charter is as follows:

Charter condensed consolidated balance sheets

    

March 31, 2023

December 31, 2022

 

amounts in millions

Current assets

$

4,067

4,017

Property and equipment, net

 

36,602

36,039

Goodwill

 

29,563

29,563

Intangible assets, net

 

69,845

70,135

Other assets

 

4,793

4,769

Total assets

$

144,870

144,523

Current liabilities

$

12,242

12,065

Deferred income taxes

 

19,030

19,058

Long-term debt

 

95,973

96,093

Other liabilities

 

4,723

4,758

Equity

 

12,902

12,549

Total liabilities and shareholders’ equity

$

144,870

144,523

Charter condensed consolidated statements of operations

Three months ended

 

March 31,

2023

2022

 

amounts in millions

Revenue

$

13,653

13,200

Cost and expenses:

Operating costs and expenses (excluding depreciation and amortization)

 

8,511

8,134

Depreciation and amortization

 

2,206

2,294

Other operating expenses, net

 

10

1

10,727

10,429

Operating income

2,926

2,771

Interest expense, net

 

(1,265)

(1,060)

Other income (expense), net

(104)

23

Income tax (expense) benefit

 

(374)

(345)

Net income (loss)

1,183

1,389

Less: Net income attributable to noncontrolling interests

(162)

(186)

Net income (loss) attributable to Charter shareholders

$

1,021

1,203