2020 Investor Day
November 20, 2020
Disclaimers
Forward-Looking Statements
This presentation includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Liberty Broadband Corporation, including statements about business strategies, growth and expansion opportunities, market potential, future financial prospects, Liberty Broadband's investment in Charter Communications, the proposed combination of Liberty Broadband and GCI Liberty (the "combination"), the impact of COVID-19, and other matters that are not historical facts. These forward- looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, possible changes in market acceptance of new products or services, competitive issues, regulatory matters, continued access to capital on terms acceptable to Liberty Broadband, general market and economic conditions (including as a result of COVID-19) and changes in law. These forward-looking statements speak only as of the date of this presentation, and Liberty Broadband expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty Broadband's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Liberty Broadband, including its most recent Annual and Quarterly Reports on Forms 10-K and 10-Q, for additional information about Liberty Broadband and about the risks and uncertainties related to Liberty Broadband's business which may affect the statements made in this presentation.
This presentation includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding GCI Liberty, Inc., including statements about business strategies, growth and expansion opportunities, market potential, future financial performance (including with respect to equity method affiliates), GCI Liberty's investment in Charter Communications and Liberty Broadband, the combination, the impact of COVID-19 and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, possible changes in market acceptance of new products or services, competitive issues, regulatory matters, continued access to capital on terms acceptable to GCI Liberty, general market and economic conditions (including as a result of COVID-
- and changes in law. These forward-looking statements speak only as of the date of this presentation, and GCI Liberty expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in GCI Liberty's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of GCI Liberty, including its most recent Annual and Quarterly Reports on Forms 10-K and 10-Q, for additional information about GCI Liberty and about the risks and uncertainties related to GCI Liberty's business which may affect the statements made in this presentation.
2
Disclaimers (Continued)
Additional Information
Nothing in this presentation shall constitute a solicitation to buy or an offer to sell securities of Liberty Broadband or GCI Liberty. The offer and sale of shares in the combination will only be made pursuant to Liberty Broadband's effective registration statement. Liberty Broadband's stockholders, GCI Liberty's stockholders and other investors are urged to read the joint proxy statement/prospectus included in the registration statement on Form S-4 filed regarding the combination and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about the combination. Copies of these SEC filings are available free of charge at the SEC's website (http://www.sec.gov). Copies of the filings together with the materials incorporated by reference therein are also available, without charge, by directing a request to Liberty Broadband Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (720) 875-5700 or to GCI Liberty, Inc., 12300 Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (720) 875-5900.
Participants in the Solicitation
Liberty Broadband and GCI Liberty and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the combination. Information about Liberty Broadband's directors and executive officers is available in Liberty Broadband's definitive proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC on April 10, 2020. Information about GCI Liberty's directors and executive officers is available in GCI Liberty's definitive proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC on April 10, 2020. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the joint proxy statement/prospectus included in the registration statement on Form S-4 filed with the SEC and other relevant materials to be filed with the SEC, as well as any amendments or supplements to those documents, regarding the combination when they become available. Investors should read the joint proxy statement/prospectus included in the registration statement on Form S-4 carefully before making any voting or investment decisions. You may obtain free copies of these documents from Liberty Broadband and GCI Liberty as indicated above.
Non-GAAP Measures
This presentation includes certain non-GAAP financial measures including adj. EBITDA and adj. EBITDA margin for Charter Communications and adj. OIBDA for GCI. The required definitions and reconciliations can be found at the end of Charter's presentation and the end of GCI's presentation and in its earnings releases available on its website.
Market and Financial Data
Market data provided herein is as of 11/6/2020. Financial data pertaining to Liberty Broadband provided herein as reported in its Form 10-Q filed 11/4/2020 for the quarter ended September 30, 2020. Financial data pertaining to GCI Liberty provided herein as reported in its earnings press release dated 11/5/2020 and Form 10-Q filed 11/5/2020 for the quarter ended September 30, 2020. Information regarding Charter Communications is based on most recent publicly available information.
3
"You're Welcome"
Greg Maffei - President & CEO
Gill Sans MT 28 (Bold)
Gill Sans 20
Broadband: Never Gonna Give You Up
- Great broadband connection instrumental to the "New Normal"
In-Home Data Usage Past Peak, but Still Double-Digit Increase vs. 2019
Smart TV | 60% | |
PC / Mac | 50% | |
Phone | 40% | |
30% | ||
Smart | 20% | |
Speaker | 10% | |
Tablet | ||
0% | ||
All | -10% | |
Jan | Feb | |
Consumers Already Looking to | ||
Upgrade | ||
Upgraded Home Internet | 16% | |
During COVID-19 Outbreak | ||
Plan to Upgrade Home | 28% | |
Internet in Next 12 Months | ||
+28%
+21%
+21% +19% +14% +9%
Mar | Apr | May | June |
Data Usage Expected to Double by
2024
(Household GB per month)
1000
475
190
0% | 10% | 20% | 30% | 2015 | 2019 | 2024 |
5
Charter: Lots to Like
• Added 2.3m internet customers |
ROIC Accelerating
• | over LTM |
Fastest growing mobile provider in | |
• | the nation |
Continues to outperform on video | |
• | Adjusted EBITDA margins |
expanded 190bps YTD |
… Increasing NOPAT
$4.9
$4.0
$3.1
(amounts in billions)
$6.0 $117.1
… | |||
Invested | Capital | ||
$116.5 | Declining | ||
$114.4 | |||
$112.1 |
• Free cash flow up 65% YTD to $5b | 2017 | 2018 | 2019 LTM | 2017 2018 2019 LTM | ||||||||||
Residential Relationship Growth Leading Peers | ||||||||||||||
8.0% | 6.5% | 6.9% | ||||||||||||
6.0% | 4.4% | 5.2% | ||||||||||||
3.8% | 3.7% | 4.3% | 4.0% | |||||||||||
4.0% | ||||||||||||||
2.8% | ||||||||||||||
2.0% | 1.8% | |||||||||||||
0.6% | ||||||||||||||
0.3% | ||||||||||||||
0.0% | ||||||||||||||
Q4-19 | Q1-20 | Q2-20 | Q3-20 | |||||||||||
Charter | Comcast | Altice | ||||||||||||
6
… And the Market Has Responded
40%
30%
20%
10%
0%
-10%
-20%
-30%
-40%
-50%
The Market Has Rewarded | …Yet Returns Lag Behind Other |
Outperformance vs. Peers… | "Stay-At-Home Stocks" |
800% | |
CHTR +33% | 700% |
CABO +30% |
ZM +635%
600%
S&P +9% | 500% | |
ATUS +8% | ||
CMCSA -1%400% | ||
PTON +342% | ||
300% | ||
200% | DOCU +213% | |
100% | NYSE | |
FANG | ||
Index +84% | ||
NFLX +59% | ||
0% | CHTR +33% | |
-100% | ||
J F M A M J J A S O | J F M A M J J A S O |
7
Great Year at GCI
- LTM results show benefit of investments in network and cost efficiency initiatives
- Revenue +6%, adjusted OIBDA +36%
- Anchorage 5G upgrade complete
- Strong liquidity position with $105m cash on balance sheet and $271m available revolver capacity
- Delevered from 5.1x at end of 2019 to 3.7x as of 9/30
Keeping Alaskans Connected At
Home…
(000s) | Residential Cable Subs | (000s) |
5G Network Twice as Fast as
AT&T
(Download speeds in Mbps)
115
57
AT&T
… And on the Go
Residential Wireless Subs
135 | 138 | ||
127 | 128 | ||
Q4-19 | Q1-20 | Q2-20 | Q3-20 |
176 | 175 | 179 | 180 |
Q4-19 | Q1-20 | Q2-20 | Q3-20 |
8
Not-So-Breaking News: Liberty Broadband and GCI Liberty to Combine
Current Structure | Pro Forma Liberty | |
Broadband | ||
23% / 25.01% | 100% | 25% / 25.01% |
100% | 24% | 2% | 100% | 100% |
9
Why Again Did We Do This?
- Issue LBRD equity to take advantage of more discounted GLIB equity
- Accretive to NAV per share
- Acquire attractive incremental cable asset with synergy potential
- Additional operating asset with FCF provides potential for incremental share repurchase
- Strengthen trading liquidity in LBRDK
- Generate savings on public company and overhead costs
- Simplify administrative and management complexity
- Aim to reduce trading discounts to underlying equities
- Improve flexibility for future strategic combinations
- Tie future to more strategic LBRD
- Premium to trading price
- Eliminate "double- discount" through LBRDK stake
- Ongoing participation in attractive CHTR
- Eliminate corporate level tax on LBRDK gain
- More liquid currency
- Benefit from larger, stronger balance sheet
10
Double Wide Discount
19% discount to CHTR implied at PF LBRD | 21% discount to CHTR implied at GLIB | |
$124 | $133 |
$644 | $644 |
$520
$511
CHTR Current Price PF LBRD Discount | PF LBRD Look- | CHTR Current Price | GLIB Discount | GLIB Full Look- |
Through Price | Through |
11
We Are Taking Advantage
- Increased repurchase LBRD authorization to $1.2b
- Issued $575m CHTR exchangeable in late August
- $488m LBRD repurchases in last few months
- Average CHTR look-through price: $485 per share
- CHTR currently trading $644 per share
- Able to resume repurchases after stockholder vote on 12/15
$122+m Aggregate Savings Relative to Buying Underlying CHTR in Less Than 2
Months
$
$
122,000,000
$
$
~49,000 Pelotons
12
Leaves Turn on Successful TREE Investment
- Sold entire 3.4m share stake for $1.0bn on 11/16
- ~$900m estimated after-tax proceeds
- TREE covered call concurrently unwound at time of sale
- Opportune time for sale given substantial return
- Sale represents over 6x estimated after- tax return on $141m total investment
- Expect to offset majority of taxable gain on sale with available tax attributes at GCI Liberty
- Allows for cable-focused GCI Liberty entity
- Proceeds to be used for general corporate purposes, including debt reduction and share buybacks post- closing of the planned merger with Liberty Broadband Corporation
GCI Liberty TREE Stake Returns
$ in millions
After-Tax
Proceeds:
~$900m
After-Tax | ||
34% IRR | ||
Gain: | ||
~$760m | ||
Total
Investment:
$141m
Investment | Total Value |
13
Appendix
Gill Sans MT 28 (Bold)
Gill Sans 20
Where Pro Forma Liberty Broadband's Assets and Debt Reside
59.5m Total CHTR shares | $820m | 1.75% CHTR Exchangeable(2) | ||||||||
$621m | 2.75% CHTR Exchangeable | |||||||||
= $38.3b Total CHTR Value(1) | $180m Preferred Shares(3) | |||||||||
$310m | Indemnification Obligation | |||||||||
23%(4) | 100% |
$600m Sr. Notes
GCI, LLC$305m Sr. Secured Credit Facility
$400m TLB
$106m Finance Leases & Other
100% | 100% | |||
Ventures | Broadband | |||
Holdco, LLC | Holdco, LLC | |||
24% | ||||
100% | 2%(4) | |||
LBRDK Stake | ||||
(to be retired)(6) |
100%100%
LBC Cheetah 6,
LLC
$2.0bn PF CHTR
margin loan(5)
($300m available)
Note: Debt amounts as of 9/30/20. Debt amounts shown are principal amounts except for the exchangeable bonds, shown at fair value. GCI debt figures are pro forma for debt refinancing that closed in October.
- Based on CHTR share price of $644.49 as of 11/6/20.
- Following closing of GCI Liberty/LBRD transaction, 1.75% CHTR Exchangeable will sit at the successor LLC to GCI Liberty, which will be above GCI, LLC, and will be an obligation of such successor entity.
- $180m represents liquidation value of preferred shares outstanding.
- Denotes Fully Diluted Ownership (including dilutive impact of Advance/Newhouse Partnership convertible preferred and partnership units). Dilutive securities as of 12/31/19 per CHTR 2019 10-K. Based on Charter
shares outstanding as of 9/30/20, pro forma for subsequent A/N share sales as of 10/31/20. | 15 |
- $1.3b GCI Liberty LBRDK margin loan to be rolled into Liberty Broadband CHTR margin loan upon close of GCI Liberty/LBRD transaction.
- Assumes LBRDK shares currently held at GCI Liberty are retired upon closing (ultimate treatment to be determined).
- May 2013: Initial $2.6b purchase for 24.3m(1) shares at price of $105.62/share(1)
- May - Nov 2014: Acquired 1.8m(1) Charter shares
- Additional shares purchased plus exercise of 1.1m warrants
- Nov 2014: Liberty Broadband spun-off from Liberty Media
- May 2016:
- Purchased 22.0m shares as part of Charter / Time Warner Cable ("TWC") merger at price of $195.70(1)
- Purchased 3.6m shares as part of Charter acquisition of Bright House ("BH") at price of $191.33(1)
- Existing 2.4m TWC shares converted one-for- one to Charter shares
- Total: 54.1m Charter shares
GCI Liberty
- May 2016:
- Liberty Interactive purchased 42.7m LBRDK shares upon closing of Charter / TWC merger at price of $56.23
- 5.4m existing TWC shares attributed to Liberty Ventures Group exchanged one- for-one into Charter shares
- March 2018: GCI Liberty split off from Liberty Interactive
(1) Adjusted for the May 2016 reorganization of Charter into New Charter. | 16 |
Charter Ownership Considerations Pro Forma for Transaction
- Liberty Broadband's equity ownership is 25.0% on a fully diluted basis (including the dilutive impact of A/N(1) convertible preferred and partnership units)(2)
- For purposes of Stockholders Agreement, GCI Liberty's shares included in Liberty Broadband's equity ownership as of signing
- Liberty Broadband voting interest currently 25.01%, including votes from the GCI Liberty proxy
- Liberty Broadband ownership considerations
-
Fully diluted equity ownership capped at greater of (i) 26.00% or (ii) cap on voting interest
• Liberty Broadband's voting interest cap is greater of:
-
Fully diluted equity ownership capped at greater of (i) 26.00% or (ii) cap on voting interest
•
•
- 25.01% (or, if greater, 0.01% above next highest voting %), and
- 23.50% increased 1:1 for each permanent reduction in A/N equity below 15% (subject to max of 35%)(3)
- Liberty Broadband only required to participate in Charter buyback to extent necessary so as not to exceed equity ownership cap
- Liberty Broadband has not participated in Charter buyback to-date
- Liberty Broadband has preemptive rights with respect to capital raising and, until May 2021, M&A transactions and as result of equity award exercise/vesting and has purchased shares pursuant to its preemptive rights in March 2020. Thus far, shares available through preemptive right have not been significant, and Charter share repurchases have exceeded shares issued
- Advance/Newhouse Partnership.
- Based on Charter shares outstanding as of 9/30/20, pro forma for subsequent A/N share sales as of 10/31/20. Dilutive securities as of 12/31/19 per CHTR 2019 10-K.
(3) | A/N required to deliver written notice that they will not acquire ownership of additional CHTR shares for one-year following such notice in order for Liberty to get | 17 |
benefit of any increase to voting cap. A/N has not delivered such notice to-date. |
Corporate Governance at Charter
- As long as Liberty Broadband's equity or voting interest is 20% or more, entitled to designate three of 13 directors
- Currently: Greg Maffei, Balan Nair, Jim Meyer
- A/N has right to designate two board seats
- Liberty Broadband must vote in favor of management's slate for election of directors so long as Liberty Broadband's designees are included
- As long as Liberty Broadband's equity or voting interest is 20% or more, Liberty Broadband has consent rights over:
- Incurrence of indebtedness over certain levels
- Fundamental changes to business and material investments
- As long as Liberty Broadband's equity or voting interest is 20% or more, change of control of Charter requires approval by (i) majority of full Board of Directors and (ii) majority of unaffiliated directors
- Liberty Broadband is subject to customary standstill provisions with respect to Charter
- John Malone does not have transfer restrictions on B shares owned other than those imposed by:
- Rule 144 under the securities laws
- The Voting Agreement relating to the combination of GCI Liberty and Liberty Broadband
- The Exchange Agreement to be in place following the combination of GLIB and LBRD
18
A/N Proxy Considerations
- A/N granted Liberty Broadband 5-year irrevocable proxy to vote number of shares necessary to bring voting power to 25.01%, subject to cap of 7%
- A/N has been selling into Charter buybacks; current diluted ownership approximately 12%(1)
- A/N Proxy covers election of directors and other routine stockholder matters, but not extraordinary matters (such as vote on Charter change in control transaction)
- Subject to certain exceptions, Liberty Broadband has right of first refusal to purchase at market price Charter shares that A/N proposes to sell
- Such purchases subject to Liberty Broadband not exceeding voting or ownership cap after giving effect to acquisition
- Has not purchased any shares sold by A/N to-date
- A/N proxy terminates on first to occur of:
- 5-yearanniversary of Charter-TWC closing (5/18/2021)
- Liberty Broadband:
- Becoming required to register as investment company
- Material breach of contract (subject to certain cure rights)
- Change of control
- Transaction resulting in change in majority of Board members over 2-year period or Liberty Broadband stockholders no longer owning at least 50% of equity and voting power of Liberty Broadband or successor entity, excluding (i) acquisition of control by one or more Liberty Broadband persons or (ii) a combination with another entity controlled by a "Liberty Person" (defined in Stockholders Agreement)
- As to A/N Proxy only: certain transfers of Charter shares by Liberty Broadband, including if Liberty Broadband's equity interest goes below 17.01%
19
- Based on Charter shares outstanding as of 9/30/20, pro forma for subsequent A/N share sales as of 10/31/20. Dilutive securities as of 12/31/19 per CHTR 2019 10-K.
Restrictions on Charter Share Sales Pro Forma for Transaction
- Customary restrictions on share sales, transfers or disposals. Liberty Broadband may only transfer shares in the following manner:
•
•
Underwritten public offering Rule 144/144A
- Certain block sales (so long as transferee would not own 5% or more of Charter shares after giving effect to transfer)
- Sales between Liberty Broadband and A/N (including pursuant to Liberty Broadband's ROFR on A/N sales) at market prices and transfers among A/N affiliated entities and transfers among Liberty Broadband affiliated entities
- Transfers approved by majority of unaffiliated directors on Charter Board or unaffiliated stockholders
- Sale into tender offer for all Charter equity
- Exceptions to transfer restrictions permit Liberty Broadband to:
- Engage in certain financing and derivative transactions with respect to Charter shares
- Transfer shares in connection with spinoff (along with obligations/benefits under Stockholders Agreement)
20
Non-GAAP Reconciliations
GCI Adjusted OIBDA
($ in thousands) | Q3-19 LTM | Q3-20 LTM |
Operating income (loss) | (238,253) | (89,285) |
Depreciation and amortization | 260,836 | 248,804 |
Stock-based compensation | 13,018 | 9,796 |
Insurance proceeds and restructuring, net | 236 | (5,994) |
Impairment of intangibles and long-lived assets | 207,940 | 167,062 |
Adjusted OIBDA | 243,777 | 330,383 |
% change in adjusted OIBDA | 36% | |
21
Note: Pro forma 2018 results used in Q3-19 LTM calculation.
Footnotes and Other Source Information
Slide 5:
- In-HomeData Usage Past Peak, but Still Double-Digit Increase vs. 2019 - Source: Comscore.
- Consumers Already Looking to Upgrade - Source: Activate Consulting.
- Data Usage Expected to Double by 2024 - Source: Activate Consulting.
Slide 6:
- Source: Public filings, analyst research.
- Wireless industry net adds include AT&T, T. Mobile, Verizon, Comcast, Charter, Altice and Sprint post-paid-phone net additions YTD.
- NOPAT assumes 24% tax rate and income from operations as reported. Invested capital equals net debt plus equity.
Slide 7: Source: YTD market data as of 11/6/20.
Slide 8:
- 5G download speeds per SCORE Technologies report.
- LTM calculation includes 2018 pro forma results. Source: public filings.
- Liquidity position as of 9/30/20. Source: public filings.
- Sub data includes revenue-generating subs only. Source: public filings.
Slide 9: Charter Ownership denotes Fully Diluted Ownership / Voting Control. Fully Diluted Ownership calculated for purposes of equity ownership cap: currently 23% at LBRD, 2% at GLIB and 25% pro forma (including dilutive impact of Advance/Newhouse Partnership convertible preferred and partnership units). Dilutive securities as of 12/31/19 per CHTR 2019 10-K. Based on Charter shares outstanding as of 9/30/20, pro forma for subsequent A/N share sales as of 10/31/20: basic ownership currently 27% at LBRD, 3% at GLIB and 30% pro forma.
Slide 10:
- FCF = Free cash flow.
- See Appendix slides on Corporate Governance at Charter.
Slide 11:
- Note: Discounts shown are for illustrative purposes only.
- Debt amounts as of 9/30/20. Exchangeable bonds valued at market.
- LBRD pro forma for LBRD/GLIB combination. Assumes after-tax market value of TREE and pre-tax market value of CHTR.
- GLIB discount assumes after-tax market value of TREE and pre-tax market value of CHTR and LBRDK.
Slide 12: Look-through price pro forma for LBRD/GLIB combination.
Slide 13: IRR since spinoff from IAC on 8/20/08 and includes additional purchases of TREE shares in June 2017 and July 2018.
22
Liberty Broadband Investor Meeting
November 20, 2020
Cautionary Statement Regarding Forward-Looking Statements
This quarterly presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act, regarding, among other things, our plans, strategies and prospects, both business and financial. Although we believe that our plans, intentions and expectations as reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under "Risk Factors" from time to time in our filings with the Securities and Exchange Commission (the "SEC"). Many of the forward-looking statements contained in this quarterly presentation may be identified by the use of forward-looking words such as "believe," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated," "aim," "on track," "target," "opportunity," "tentative," "positioning," "designed," "create," "predict," "project," "initiatives," "seek," "would," "could," "continue," "ongoing," "upside," "increases," "focused on" and "potential," among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this quarterly presentation are set forth in this quarterly presentation, in our annual report on Form 10-K, and in other reports or documents that we file from time to time with the SEC, and include, but are not limited to:
- the impact of the COVID-19 pandemic on the economy, our customers, our vendors, local, state and federal governmental responses to the pandemic and our businesses generally;
- our ability to sustain and grow revenues and cash flow from operations by offering video, Internet, voice, mobile, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in our service areas and to maintain and grow our customer base, particularly in the face of increasingly aggressive competition, the need for innovation and the related expenditures;
- the impact of competition from other market participants, including but not limited to incumbent telephone companies, direct broadcast satellite ("DBS") operators, wireless broadband and telephone providers, digital subscriber line ("DSL") providers, fiber to the home providers and providers of video content over broadband Internet connections;
- our ability to obtain programming at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher programming costs (including retransmission consents);
- our ability to develop and deploy new products and technologies including mobile products and any other consumer services and service platforms;
- any events that disrupt our networks, information systems or properties and impair our operating activities or our reputation;
- the effects of governmental regulation on our business including costs, disruptions and possible limitations on operating flexibility related to, and our ability to comply with, regulatory conditions applicable to us as a result of the Time Warner Cable Inc. and Bright House Networks, LLC transactions;
- general business conditions, economic uncertainty or downturn, including the impacts of the COVID-19 pandemic to unemployment levels and the level of activity in the housing sector;
- the ability to retain and hire key personnel;
- the availability and access, in general, of funds to meet our debt obligations prior to or when they become due and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) free cash flow, or (iii) access to the capital or credit markets; and
- our ability to comply with all covenants in our indentures and credit facilities, any violation of which, if not cured in a timely manner, could trigger a default of our other obligations under cross-default provisions.
All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. We are under no duty or obligation to update any of the forward-looking statements after the date of this presentation.
Liberty Broadband Investor Meeting | 1 |
Thomas M. Rutledge
Chairman and CEO, Charter Communications
Charter at a Glance
Unique asset offering superior connectivity services to consumers and businesses
Powerful, bandwidth-rich,two-way network with cost-efficient pathway to expand capacity and throughput
Fully scaled; 53.0 million passings and 30.9 million customer relationships1)
1) As of 9/30/2020.
Liberty Broadband Investor Meeting | 3 |
Charter at a Glance
Customers1)
In Millions, as of 9/30/20
30.9 | 28.6 | |||
16.2 | ||||
10.5 | ||||
2.1 | ||||
Cust. Rel. | Internet | Video | Voice | Mobile |
Wireline Internet Providers3)
Wireline Internet Customers, In Millions, as of 9/30/2020
30.128.6
14.1
7.1
Comcast | Charter | AT&T | Verizon |
LTM Financials and Y/Y Growth2)
In Billions
$45.2 | $47.2 | ||
4.4% | |||
$16.5 | $18.1 | ||
9.5% | |||
LTM | LTM | LTM | LTM |
3Q19 | 3Q20 | 3Q19 | 3Q20 |
Revenue | Adjusted EBITDA |
Multichannel Video Providers3)
Video Customers, In Millions, as of 9/30/2020
20.1
17.8
16.2
11.4
Comcast | AT&T / DirecTV | Charter | Dish |
- Includes residential and small and medium business customers. Mobile data represents lines, rather than customers. See notes on slide 12.
- LTM revenue and Adjusted EBITDA are for the last twelve months ended 9/30/19 and 9/30/20. See notes on slide 12.
- All customer data is based on respective company reporting methodologies, and includes SMB customers. Dish video customers include both satellite and Sling TV video customers. AT&T / DirecTV video customers include the U.S. total of U-verse, DirecTV satellite and OTT customers reported in the Entertainment Group segment, while wireline Internet customers reflects broadband connections in the Entertainment Group segment only; it excludes Business Solutions, which had 1.3M broadband customers as of 12/31/18.
Liberty Broadband Investor Meeting | 4 |
Charter's Response to COVID-19 Pandemic
Communities | • Opened WiFi hotspots and Spectrum News website for public use |
• Rapidly connected and upgraded fiber services to healthcare providers | |
• Donated airtime to run public service announcements to Charter's ~16 million video | |
customers | |
Customer Offers & Programs | • Remote Education Offer: Free Spectrum Internet® for 60 days to households with K-12 |
and/or college students as well as educators that do not already have Spectrum Internet | |
service1) | |
• Keep Americans Connected Pledge: Paused disconnects and collection efforts for | |
residential and SMB customers impacted by COVID-191) | |
• Seasonal Plan: Reduced rates for SMB and Enterprise customers that temporarily | |
closed or reduced their service offerings1) | |
Employees | • Two weeks of additional paid sick time and an additional 15 days of flex time for all |
employees | |
• Raised wages by $1.50 for all hourly field operations and call center employees in April, | |
retroactive to February | |
• Invested significantly in personal protective equipment and enabled remote work for | |
eligible functions | |
Network | • Prior and ongoing investments have ensured peak traffic levels remain well below |
capacity, despite significant increases in data consumption | |
Self Installation & Self Service | • Self-installation program and digital sales and self-service platforms allowed Charter to |
meet significant demand for core connectivity products | |
1) Charter's COVID-19 related offers and programs were generally provided up to June 30, 2020. Note the Remote Education Offer relaunched on September 21, 2020.
Liberty Broadband Investor Meeting | 5 |
Residential and SMB Customers
Customer Relationships | YTD Customer Net Additions | |||||||||||||||||||||||||||
(In Millions) | Residential | Small and Medium Business | (In '000s) | Residential | Small and Medium Business | |||||||||||||||||||||||
29.0 | 6.8% | 30.9 | 1,698 | |||||||||||||||||||||||||
2.0 | 63 | |||||||||||||||||||||||||||
4.7% | ||||||||||||||||||||||||||||
1.9 | 864 | |||||||||||||||||||||||||||
28.9 | 1,635 | |||||||||||||||||||||||||||
27.0 | 6.9% | 97 | ||||||||||||||||||||||||||
767 | ||||||||||||||||||||||||||||
3Q19 | 3Q20 | 3Q19 YTD | 3Q20 YTD | |||||||||||||||||||||||||
YTD Residential Net Additions / (Losses) | YTD SMB Net Additions / (Losses) | |||||||||||||||||||||||||||
(In '000s) | (In '000s) | |||||||||||||||||||||||||||
3Q19 YTD | 3Q20 YTD | Y/Y Change | 3Q19 YTD | 3Q20 YTD | Y/Y Change | |||||||||||||||||||||||
Internet | 970 | 1,899 | 929 | Internet | 96 | 70 | (26) | |||||||||||||||||||||
Video | (379) | 85 | 464 | Video | 18 | 6 | (12) | |||||||||||||||||||||
Voice | (540) | (108) | 432 | Voice | 69 | 63 | (6) | |||||||||||||||||||||
Mobile Lines | 659 | 942 | 283 | Mobile Lines | 11) | 36 | 35 |
1) Mobile launched to SMB customers in 3Q19.
Liberty Broadband Investor Meeting | 6 |
Accelerating Customer Growth Driving Free Cash Flow Growth
Customer Relationship1) Growth
(Residential + SMB, Year-over-Year Growth
7.0% | 6.8% | ||||||||
6.5% | 6.3% | ||||||||
6.0% | |||||||||
5.5% | |||||||||
5.0% | 4.5% | ||||||||
4.5% | |||||||||
4.0% | 4.0% | ||||||||
4.0% | 3.8% | 3.8% | |||||||
3.5% | |||||||||
3.4% | |||||||||
3.5% | |||||||||
3.0% | 3Q18 | 4Q18 | 1Q19 | 2Q19 | 3Q19 | 4Q19 | 1Q20 | 2Q20 | 3Q20 |
Internet Customer1) Growth
Residential + SMB, Year-over-Year Growth
10.0% | ||||||||||
9.0% | 8.3% | 8.8% | Charter | |||||||
8.0% | Cable | |||||||||
7.0% | 6.1% | 7.4% | Industry2) | |||||||
6.0% | 5.3% 5.3% | 5.5% | 5.4% | 5.6% | 5.6% | 6.7% | Total | |||
5.0% | 4.5% | |||||||||
5.3% | Industry3) | |||||||||
4.0% | 4.8% 4.7% | 4.7% | 4.5% | 4.6% | 4.8% | 3.8% | ||||
2.8% | ||||||||||
3.0% | 2.6% 2.6% | 2.6% | 2.5% | 2.5% | 2.5% | |||||
2.0% | 3Q18 | 4Q18 | 1Q19 | 2Q19 | 3Q19 | 4Q19 | 1Q20 | 2Q20 | 3Q20 | |
Quarterly Mobile Line Net Additions | LTM Free Cash Flow4) Growth | |
Residential + SMB, In '000s | Year-over-Year Growth |
400 | 363 | 120% | 112% | ||||||||||||||
350 | 325 | 86% | 92% | ||||||||||||||
300 | 276 | 288 | 290 | 80% | 68% | ||||||||||||
56% | |||||||||||||||||
250 | |||||||||||||||||
208 | |||||||||||||||||
200 | 176 | 40% | 24% | ||||||||||||||
150 | 113 | -1% | |||||||||||||||
100 | |||||||||||||||||
0% | |||||||||||||||||
50 | 21 | ||||||||||||||||
0 | 3Q18 | 4Q18 | 1Q19 | 2Q19 | 3Q19 | 4Q19 | 1Q20 | 2Q20 | 3Q20 | -40% | |||||||
1Q19 | 2Q19 | 3Q19 | 4Q19 | 1Q20 | 2Q20 | 3Q20 | |||||||||||
- Includes residential and small and medium business customers.
- SNL Kagan estimates for 1Q18-2Q20; 3Q20 growth rate is estimated using the reported figures for Charter, Altice, Cable One, Comcast, Mediacom and WideOpenWest.
- SNL Kagan estimates for 1Q18-2Q20; 3Q20 growth rate is estimated using the reported figures for Charter, Altice, AT&T, Cable One, Comcast, Frontier, Lumen and Verizon.
- See notes on slide 12.
Liberty Broadband Investor Meeting | 7 |
Charter Adj. EBITDA & Capital Expenditures (LTM)
$ In Millions
20,000 | 3Q20 LTM | ||||||||||||||||
18,000 | $18,053 | Adj. EBITDA1) | |||||||||||||||
16,000 | |||||||||||||||||
14,000 | Adj. EBITDA Less Capital | ||||||||||||||||
$10,419 | |||||||||||||||||
12,000 | Expenditures | ||||||||||||||||
$6,541 | |||||||||||||||||
10,000 | |||||||||||||||||
8,000 | $7,634 | Capital Expenditures1) | |||||||||||||||
6,000 | |||||||||||||||||
4,000 | |||||||||||||||||
3Q16 | 4Q16 | 1Q17 | 2Q17 | 3Q17 | 4Q17 | 1Q18 | 2Q18 | 3Q18 | 4Q18 | 1Q19 | 2Q19 | 3Q19 | 4Q19 | 1Q20 | 2Q20 | 3Q20 |
Note: Last 12 months data. 1) See notes on slide 12.
Liberty Broadband Investor Meeting | 8 |
Network Evolution Offers Cost-Efficient Pathway to Greater Capacity and Throughput
- Near-termto mid term opportunity to drive faster upstream and downstream speeds by using DOCSIS 3.1 more efficiently and by allocating more bandwidth to IP services side of plant
- Over longer-term, evolution to DOCSIS 4.0 will drive symmetrical multi-gigabit speeds, lower latency, greater reliability and improved security
Current Cable Plant Bandwidth Allocation
Upstream
Return Path
IP
0 MHz
Downstream
VIDEO | IP SERVICES |
High Definition & Standard Definition Video | DOCSIS 3.0 & 3.1 |
(Broadcast Digital Video, Switched Digital Video & Unicast) | (Internet, Voice & IP Video) |
860 MHz |
The information presented above is for illustrative purposes only, is not an exact representation of plant bandwidth allocation and is not to scale.
Liberty Broadband Investor Meeting | 9 |
Integrated Operating, Balance Sheet and Capital Allocation Strategy
Unique asset with superior network infrastructure and long runway for growth
- High-capacitytwo-way network delivering superior connectivity and data-rich wireline and wireless products, with large opportunity for residential and commercial customer growth
- Only scaled, publicly-tradedpure-play cable operator in US
- Not reliant on M&A for success
Execution of our customer-focused operating and long-term cash flow growth strategy
- Extend industry-leading customer and revenue growth to large set of underpenetrated assets
- Realize operational cost efficiencies by improving products and service, and reducing transactions
- Additional operating and capital efficiency from larger base of customers on fixed network
Cable offers best connectivity on growing set of services
- Internet penetration low relative to current and future wireline/wireless capabilities of fully deployed network
- Traditional video market in transition, but transition manageable even as video units decline
- Competitive bundled video offering remains central to long-term connectivity strategy
- Large opportunity to use existing wireless infrastructure with attractive MVNO and capital-light entry into mobile to drive growth of core cable business and future option value
Operating, balance sheet and capital allocation strategy generates significant FCF potential
- High growth cable company with declining cable capital intensity
- Charter does not expect to become a meaningful federal cash tax payer until 2022, driving Adjusted EBITDA to free cash flow conversion
- Together with prudent leverage, innovative capital structure, and ROI-based capital allocation, drives levered equity returns
Liberty Broadband Investor Meeting | 10 |
Appendix
Use of Non-GAAP Financial Metrics and Additional Information
We use certain measures that are not defined by U.S. generally accepted accounting principles ("GAAP") to evaluate various aspects of our business. Adjusted EBITDA and free cash flow are non-GAAP financial measures and should be considered in addition to, not as a substitute for, net income attributable to Charter shareholders and net cash flows from operating activities reported in accordance with GAAP. These terms, as defined by us, may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA and free cash flow are reconciled to net income attributable to Charter shareholders and net cash flows from operating activities, respectively, in the appendix of this presentation.
Adjusted EBITDA is defined as net income attributable to Charter shareholders plus net income attributable to noncontrolling interest, net interest expense, income taxes, depreciation and amortization, stock compensation expense, loss on extinguishment of debt, (gain) loss on financial instruments, net, other pension (benefits) costs, net, other (income) expense, net and other operating (income) expenses, such as special charges and (gain) loss on sale or retirement of assets. As such, it eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of our businesses as well as other non-cash or special items, and is unaffected by our capital structure or investment activities. However, this measure is limited in that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues and our cash cost of financing. These costs are evaluated through other financial measures.
Free cash flow is defined as net cash flows from operating activities, less capital expenditures and changes in accrued expenses related to capital expenditures.
Management and Charter's board of directors use Adjusted EBITDA and free cash flow to assess Charter's performance and its ability to service its debt, fund operations and make additional investments with internally generated funds. In addition, Adjusted EBITDA generally correlates to the leverage ratio calculation under our credit facilities or outstanding notes to determine compliance with the covenants contained in the facilities and notes (all such documents have been previously filed with the Securities and Exchange Commission (the "SEC")). For the purpose of calculating compliance with leverage covenants, we use Adjusted EBITDA, as presented, excluding certain expenses paid by our operating subsidiaries to other Charter entities. Our debt covenants refer to these expenses as management fees, which were $308 million and $927 million for the three and nine months ended September 30, 2020, respectively, and $317 million and $916 million for the three and nine months ended September 30, 2019, respectively.
For a reconciliation of Adjusted EBITDA and free cash flow to the most directly comparable GAAP financial measure, see slides 13, 14 and 15.
Customer relationships include the number of customers that receive one or more levels of service, encompassing video, Internet and voice services, without regard to which service(s) such customers receive. Customers who reside in residential multiple dwelling units ("MDUs") and that are billed under bulk contracts are counted based on the number of billed units within each bulk MDU. Total customer relationships exclude enterprise customer relationships and mobile-only customer relationships.
Liberty Broadband Investor Meeting | 12 |
GAAP Reconciliations
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
UNAUDITED RECONCILIATION OF NON-GAAP MEASURES TO GAAP MEASURES
(DOLLARS IN MILLIONS)
Last Twelve Months Ended September 30, | |||||
2020 | 2019 | ||||
Net income attributable to Charter shareholders | $ | 2,690 | $ | 1,250 | |
Plus: Net income attributable to noncontrolling interest | 407 | 280 | |||
Interest expense, net | 3,847 | 3,743 | |||
Income tax expense | 482 | 331 | |||
Depreciation and amortization | 9,756 | 9,999 | |||
Stock compensation expense | 340 | 310 | |||
Loss on extinguishment of debt | 146 | - | |||
Loss on financial instruments, net | 123 | 226 | |||
Other pension costs, net | 190 | 28 | |||
Other, net | 72 | 323 | |||
Adjusted EBITDA1) | $ | 18,053 | $ | 16,490 | |
The above schedule is presented in order to reconcile Adjusted EBITDA, a non-GAAP measure, to the most directly comparable GAAP measure in accordance with Section 401(b) of the Sarbanes-Oxley Act.
1) See notes on slide 12.
Liberty Broadband Investor Meeting | 13 |
GAAP Reconciliations
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
UNAUDITED RECONCILIATION OF NON-GAAP MEASURES TO GAAP MEASURES
(DOLLARS IN MILLIONS)
Last Twelve Months Ended | ||||||||||||||||||||||||
Mar. 31 | Jun. 30 | Sep. 30 | Dec. 31 | Mar. 31 | Jun. 30 | Sep. 30 | Dec. 31 | Mar. 31 | Jun. 30 | Sep. 30 | ||||||||||||||
2018 | 2018 | 2018 | 2018 | 2019 | 2019 | 2019 | 2019 | 2020 | 2020 | 2020 | ||||||||||||||
Net cash flows from operating activities | $ | 11,810 | $ | 11,961 | $ | 11,857 | $ | 11,767 | $ | 11,754 | $ | 11,419 | $ | 11,558 | $ | 11,748 | $ | 12,282 | $ | 13,050 | $ | 13,771 | ||
Less: | ||||||||||||||||||||||||
Purchases of property, plant and equipment | (9,309) | (9,552) | (9,277) | (9,125) | (8,607) | (7,813) | (7,346) | (7,195) | (6,991) | (7,271) | (7,634) | |||||||||||||
Change in accrued expenses related to capital expenditures | 405 | 157 | (76) | (470) | (281) | (432) | (299) | 55 | 43 | 309 | 434 | |||||||||||||
Free cash flow1) | $ | 2,906 | $ | 2,566 | $ | 2,504 | $ | 2,172 | $ | 2,866 | $ | 3,174 | $ | 3,913 | $ | 4,608 | $ | 5,334 | $ | 6,088 | $ | 6,571 |
The above schedule is presented in order to reconcile Free Cash Flow, a non-GAAP measure, to the most directly comparable GAAP measure in accordance with Section 401(b) of the Sarbanes-Oxley Act.
1) See notes on slide 12.
Liberty Broadband Investor Meeting | 14 |
GAAP Reconciliations
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
UNAUDITED RECONCILIATION OF NON-GAAP MEASURES TO GAAP MEASURES
(DOLLARS IN MILLIONS)
Last Twelve Months Ended | ||||||||||||||||||||||||||||||||||||||
Sep. 30 | Dec. 31 | Mar. 31 | Jun. 30 | Sep. 30 | Dec. 31 | Mar. 31 | Jun. 30 | Sep. 30 | Dec. 31 | Mar. 31 | Jun. 30 | Sep. 30 | Dec. 31 | Mar. 31 | Jun. 30 | Sep. 30 | ||||||||||||||||||||||
2016 | 2016 | 2017 | 2017 | 2017 | 2017 | 2018 | 2018 | 2018 | 2018 | 2019 | 2019 | 2019 | 2019 | 2020 | 2020 | 2020 | ||||||||||||||||||||||
Net income attributable to Charter shareholders | $ | 746 | $ | 1,070 | $ | 1,046 | $ | 937 | $ | 796 | $ | 9,895 | $ | 9,908 | $ | 10,042 | $ | 10,487 | $ | 1,230 | $ | 1,315 | $ | 1,356 | $ | 1,250 | $ | 1,668 | $ | 1,811 | $ | 2,263 | $ | 2,690 | ||||
Plus: Net income attributable to noncontrolling interest | 276 | 329 | 315 | 288 | 271 | 220 | 219 | 229 | 276 | 276 | 285 | 291 | 280 | 324 | 331 | 369 | 407 | |||||||||||||||||||||
Interest expense, net | 2,853 | 2,883 | 2,888 | 2,914 | 2,978 | 3,090 | 3,228 | 3,357 | 3,470 | 3,540 | 3,614 | 3,681 | 3,743 | 3,797 | 3,852 | 3,864 | 3,847 | |||||||||||||||||||||
Income tax (benefit) expense | 371 | 498 | 408 | 299 | 309 | (9,087) | (9,084) | (9,091) | (9,008) | 180 | 271 | 314 | 331 | 439 | 349 | 431 | 482 | |||||||||||||||||||||
Depreciation and amortization | 9,447 | 9,555 | 9,820 | 10,077 | 10,341 | 10,588 | 10,748 | 10,745 | 10,526 | 10,318 | 10,158 | 10,066 | 9,999 | 9,926 | 9,873 | 9,801 | 9,756 | |||||||||||||||||||||
Stock compensation expense | 281 | 295 | 298 | 291 | 274 | 261 | 264 | 269 | 276 | 285 | 298 | 310 | 310 | 315 | 320 | 328 | 340 | |||||||||||||||||||||
Loss on extinguishment of debt | 110 | 111 | 145 | 36 | 36 | 40 | 6 | 5 | 5 | - | - | - | - | 25 | 52 | 88 | 146 | |||||||||||||||||||||
Gain on financial instruments, net | (22) | (89) | (132) | (112) | (58) | (69) | (94) | (89) | (84) | 110 | 136 | 180 | 226 | 54 | 409 | 226 | 123 | |||||||||||||||||||||
Other pension (benefits) costs | (566) | (915) | (918) | (405) | (375) | (1) | (8) | (15) | (239) | (192) | (181) | (170) | 28 | 69 | 68 | 66 | 190 | |||||||||||||||||||||
Other, net | 533 | 727 | 815 | 665 | 601 | 364 | 353 | 292 | 167 | 312 | 325 | 327 | 323 | 238 | 131 | 64 | 72 | |||||||||||||||||||||
Adjusted EBITDA1) | 14,029 | 14,464 | 14,685 | 14,990 | 15,173 | 15,301 | 15,540 | 15,744 | 15,876 | 16,059 | 16,221 | 16,355 | 16,490 | 16,855 | 17,196 | 17,500 | 18,053 | |||||||||||||||||||||
Less: Total capital expenditures | (7,488) | (7,545) | (7,266) | (7,339) | (7,984) | (8,681) | (9,309) | (9,552) | (9,277) | (9,125) | (8,607) | (7,813) | (7,346) | (7,195) | (6,991) | (7,271) | (7,634) | |||||||||||||||||||||
Adjusted EBITDA less capital expenditures | $ | 6,541 | $ | 6,919 | $ | 7,419 | $ | 7,651 | $ | 7,189 | $ | 6,620 | $ | 6,231 | $ | 6,192 | $ | 6,599 | $ | 6,934 | $ | 7,614 | $ | 8,542 | $ | 9,144 | $ | 9,660 | $ | 10,205 | $ | 10,229 | $ | 10,419 |
The above schedule is presented in order to reconcile Adjusted EBITDA, a non-GAAP measure, to the most directly comparable GAAP measure in accordance with Section 401(b) of the Sarbanes-Oxley Act.
1) See notes on slide 12.
Liberty Broadband Investor Meeting | 15 |
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Liberty Broadband Corporation published this content on 25 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 November 2020 14:38:08 UTC