Annual report pursuant to Section 13 and 15(d)

Investments in Affiliates Accounted for Using the Equity Method

v2.4.1.9
Investments in Affiliates Accounted for Using the Equity Method
12 Months Ended
Dec. 31, 2014
Investments in Affiliates Accounted for Using the Equity Method  
Investments in Affiliates Accounted for Using the Equity Method

(6) Investments in Affiliates Accounted for Using the Equity Method

In May 2013, Liberty completed a transaction with investment funds managed by, or affiliated with, Apollo Management, Oaktree Capital Management and Crestview Partners to acquire approximately 26.9 million shares of common stock and approximately 1.1 million warrants in Charter for approximately $2.6 billion, which represented an approximate 27% beneficial ownership (including the warrants on an as if converted basis) in Charter at the time of purchase and a price per share of $95.50. Liberty funded the purchase with a combination of cash of approximately $1.2 billion on hand and new margin loan arrangements on approximately 20.3 million Charter common shares, approximately 720 million SIRIUS XM common shares, approximately 8.1 million Live Nation common shares and a portion of Liberty’s available for sale securities, including shares of Time Warner Cable. The margin loan secured by the Charter and Time Warner Cable shares was repaid and the collateral was released prior to completion of the Broadband Spin-Off. Liberty allocated the purchase price between the shares of common stock and the warrants acquired in the transaction by determining the fair value of the publicly traded warrants and allocating the remaining balance to the shares acquired, which resulted in an excess basis in the investment of $2,532.3 million. The investment in Charter is accounted for as an equity method affiliate based on the ownership interest obtained and the board seats held by individuals appointed by Liberty.

During May 2014, Liberty purchased 897 thousand Charter shares for approximately $124.5 million. During November 2014, subsequent to the completion of the Broadband Spin-Off, Liberty Broadband borrowed $52 million to fund the exercise of all of the Company’s outstanding Charter warrants (see note 8). The exercise of the Charter warrants resulted in a non-cash investing addition of $130.6 million to the investments in affiliates, accounted for using the equity method line item and a $130.6 million non-cash investing reduction to the derivative instruments line item within the consolidated balance sheets.

Charter Communications, Inc.

Summarized financial information for Charter is as follows:

Consolidated Balance Sheets

 

 

 

 

 

 

 

 

    

December 31,

 

December 31,

 

 

 

2014

 

2013

 

 

 

amounts in millions

 

Current assets

 

$

371 

 

322 

 

Property and equipment, net

 

 

8,373 

 

7,981 

 

Goodwill

 

 

1,168 

 

1,177 

 

Intangible assets

 

 

7,111 

 

7,398 

 

Other assets

 

 

7,527 

 

417 

 

Total assets

 

$

24,550 

 

17,295 

 

Current liabilities

 

$

1,635 

 

1,467 

 

Deferred income taxes

 

 

1,674 

 

1,431 

 

Long-term debt

 

 

21,023 

 

14,181 

 

Other liabilities

 

 

72 

 

65 

 

Equity

 

 

146 

 

151 

 

Total liabilities and equity

 

$

24,550 

 

17,295 

 

 

Consolidated Statements of Operations

 

 

 

 

 

 

 

 

    

Years ended December 31,

 

 

 

2014

 

2013

 

 

 

amounts in millions

 

Revenue

 

$

9,108 

 

8,155 

 

Cost and expenses:

 

 

 

 

 

 

Operating costs and expenses (excluding depreciation and amortization)

 

 

5,973 

 

5,345 

 

Depreciation and amortization

 

 

2,102 

 

1,854 

 

Other operating expenses, net

 

 

62 

 

47 

 

 

 

 

8,137 

 

7,246 

 

Operating income

 

 

971 

 

909 

 

Interest expense

 

 

(911)

 

(846)

 

Loss on extinguishment of debt

 

 

 —

 

(123)

 

Other income (expense), net

 

 

(7)

 

11 

 

Income tax (expense) benefit

 

 

(236)

 

(120)

 

Net earnings (loss)

 

$

(183)

 

(169)

 

 

As of December 31, 2014, the carrying value of Liberty Broadband’s ownership in Charter was approximately $2,499 million. The market value of Liberty Broadband’s ownership in Charter as of December 31, 2014 was approximately $4,805 million, which represented an approximate ownership of 26% of the outstanding equity of Charter as of that date.

During the years ended December 31, 2014 and 2013, there were $87.2 million and $92.9 million of dilution losses, respectively, in the Company’s investment in Charter due to warrant and stock option exercises by third parties below Liberty Broadband’s book basis per share.

During the years ended December 31, 2014 and 2013, the Company recorded $3.2 million and $3.7 million, respectively, of its share of Charter’s other comprehensive earnings, net of income taxes. Charter records gains and losses related to the fair value of its interest rate swap agreements which qualify as hedging activities in other comprehensive income. The pre-tax portion of Liberty Broadband’s share of Charter’s other comprehensive earnings was $5.2 million and $6.0 million for the years ended December 31, 2014 and 2013, respectively.

Due to the amortization of amortizable assets acquired and losses due to warrant and stock option exercises at Charter (as previously discussed), the excess basis has decreased to $2,461.3 million as of December 31, 2014. Such amount has been allocated within memo accounts used for equity method accounting purposes as follows (amounts in millions):

 

 

 

 

 

 

Property and equipment

    

$

433.9 

 

Customer relationships

 

 

664.1 

 

Franchise fees

 

 

1,451.4 

 

Trademarks

 

 

36.2 

 

Goodwill

 

 

960.1 

 

Debt

 

 

(221.5)

 

Deferred income tax liability

 

 

(862.9)

 

 

 

$

2,461.3 

 

Upon acquisition, the Company ascribed remaining useful lives of 7 years and 13 years to property and equipment and customer relationships, respectively, and indefinite lives to franchise fees, trademarks and goodwill. Outstanding debt is amortized over the contractual period using the effective interest rate method. Included in our share of losses from Charter of $127.6 million and $76.1 million for the years ended December 31, 2014 and 2013, respectively, are $81.2 million and $44.3 million, respectively, of losses, net of taxes, due to the amortization of the excess basis of our investment in Charter related to debt and intangible assets with identifiable useful lives.