Basis of Presentation |
9 Months Ended |
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Sep. 30, 2026 | |
| Basis of Presentation | |
| Basis of Presentation | (1) Basis of Presentation Liberty Capital Corporation (f/k/a GCI Liberty, Inc. prior to a name change on May 21, 2026) (“Liberty Capital”) consists of 100% of the outstanding equity interests in GCI, LLC, GCI Holdings, LLC (“GCI Holdings” or “GCI”) and their subsidiaries (collectively, the “GCI Business”). Prior to the Separation (defined below), the GCI Business was formerly owned by Liberty Broadband Corporation (“Liberty Broadband”). The accompanying condensed consolidated financial statements represent the combination of the historical financial information of GCI Holdings until the date of the Separation. Although GCI Holdings was reported as a combined company until the date of the Separation, all periods reported herein are referred to as consolidated. The condensed consolidated financial statements and the notes thereto refer to the consolidation of GCI Holdings and certain other assets and liabilities as "Liberty Capital," "the Company," "us," "we" and "our." The Separation was accounted for at historical cost due to the pro rata nature of the distribution to holders of GCI Group common stock. All significant intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements. The accompanying (a) condensed consolidated balance sheet as of December 31, 2025, which has been derived from audited financial statements, and (b) interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("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 such periods have been included. Additionally, certain prior period amounts have been reclassified for comparability with the current period presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in Liberty Capital’s Annual Report on Form 10-K for the year ended December 31, 2025. 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. Actual results could differ from those estimates. Liberty Capital considers (i) fair value of non-financial instruments and (ii) accounting for income taxes to be its most significant estimates. Through its ownership of interests in subsidiaries and other companies, the Company is primarily engaged in providing a full range of data, wireless, voice, and managed services to residential customers, businesses, governmental entities and educational and medical institutions primarily in Alaska under the GCI brand. Separation of Liberty Capital from Liberty Broadband Liberty Capital was formed in Nevada in December 2024 for the purpose of ultimately holding the GCI Business. On July 14, 2025, Liberty Broadband and its subsidiaries completed an internal reorganization in order for Liberty Broadband to transfer the GCI Business to Liberty Capital in exchange for Liberty Capital stock, including 10,000 shares of Liberty Capital non-voting preferred stock, and the assumption of liabilities related to the GCI Business by Liberty Capital. The internal reorganization resulted in Liberty Capital owning, directly or indirectly, GCI, LLC and the operations comprising, and the entities that conduct, the GCI Business. Following the internal reorganization, Liberty Broadband sold all of the non-voting preferred stock (the “Preferred Stock Sale”) to third parties. The non-voting preferred stock is issued by Liberty Capital, has a 12% dividend rate and $1,000 per share liquidation price plus accrued and unpaid dividends, and is recorded in Other liabilities in the condensed consolidated balance sheet as of September 30, 2026. The mandatory redemption date is July 14, 2032. Following the Preferred Stock Sale, Liberty Capital effected a reclassification of Liberty Capital’s existing common stock into a sufficient number of shares of Liberty Capital Series A GCI Group common stock (“GLIBA”), Liberty Capital Series B GCI Group common stock (“GLIBB”) and Liberty Capital Series C GCI Group common stock (“GLIBK”) to complete the divestiture of Liberty Capital pursuant to the distribution (the “Distribution”) by Liberty Broadband to the holders of record of Liberty Broadband common stock, as of the record date for the Distribution, of all the shares of Liberty Capital GCI Group common stock held by Liberty Broadband immediately prior to the Distribution. The internal reorganization, the Preferred Stock Sale, the reclassification and the Distribution are collectively referred to as the “Separation.” In connection with the Separation, the Company entered into certain agreements, including a separation and distribution agreement, a tax sharing agreement (the “Tax Sharing Agreement”) and a tax receivables agreement (the “Tax Receivables Agreement”), pursuant to which, among other things, Liberty Capital and Liberty Broadband will indemnify each other against certain losses that may arise. The Tax Sharing Agreement governs the allocation of taxes, tax benefits, tax items and tax-related losses between Liberty Broadband and Liberty Capital, and the Tax Receivables Agreement governs the respective rights and obligations of Liberty Broadband and Liberty Capital with respect to certain tax matters. Concurrent with the completion of the acquisition of Liberty Broadband by Charter Communications, Inc. (“Charter”) on August 19, 2026, Charter executed joinder agreements with the Company to each of such separation and distribution agreement, the Tax Sharing Agreement and the Tax Receivables Agreement whereby it agreed to be jointly and severally liable with Liberty Broadband for Liberty Broadband’s obligations and liabilities thereunder. Additionally, as a result of the Separation, the Company accrued a federal income tax payable of $206 million to Liberty Broadband as of September 30, 2025. Since Liberty Broadband was responsible for the tax on the Separation under the Tax Sharing Agreement, the federal income tax payable was cancelled. State income tax of $91 million related to the Separation was payable by the Company. Under the Tax Sharing Agreement, Liberty Broadband reimbursed that amount to the Company when the amount was paid during the fourth quarter of 2025. In addition, the Company entered into certain agreements, including a services agreement (the “Services Agreement”), a facilities sharing agreement and an aircraft time sharing agreement, with Liberty Media Corporation (“Liberty Media”) and/or its subsidiaries. Pursuant to the Services Agreement, Liberty Media provides Liberty Capital with public company support services, including legal, tax, accounting, treasury, information technology, cybersecurity, internal audit and investor relations services. Liberty Capital reimburses Liberty Media for all out-of-pocket expenses incurred by Liberty Media in providing the services and pays a services fee that will be subject to review and evaluation for reasonableness on a quarterly basis. Under these various agreements $2 million and $1 million was reimbursable to Liberty Media during the three months ended September 30, 2026 and 2025, respectively, and $6 million and $1 million was reimbursable to Liberty Media during the nine months ended September 30, 2026 and 2025, respectively. Rights Offering On November 25, 2025, Liberty Capital distributed subscription rights (the “Series C GCI Group Rights”) to purchase shares of GLIBK to holders of GLIBA, GLIBB, and GLIBK in connection with a rights offering (the “rights offering”) that commenced on November 26, 2025. Liberty Capital distributed 0.3838 of a Series C GCI Group Right for each share of GLIBA, GLIBB, or GLIBK held on November 24, 2025. Each whole Series C GCI Group Right entitled the holder to purchase, pursuant to the basic subscription privilege, one share of GLIBK at a subscription price of $27.20, which was equal to an approximate 20% discount to the volume weighted average trading price of GLIBK for the trading period ending on and including November 21, 2025. The rights offering was fully subscribed with 11,059,127 shares of GLIBK issued to those rightsholders exercising basic and, if applicable, oversubscription privileges. The approximate $300 million in proceeds from the rights offering will be used for general corporate purposes, which may include working capital, capital expenditures and repayment or refinancing of outstanding indebtedness. Liberty Capital may also use a portion of the net proceeds from the rights offering for potential strategic acquisitions, investments or partnerships, as discussed below. Cash and cash equivalents As of September 30, 2026, the Company had cash of $182 million, and cash equivalents of $180 million (Level 1) and $25 million (Level 2). 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 cash equivalents are interest-bearing time deposits. These assets are not considered to be traded on “active markets,” as defined in GAAP. Acquisitions On April 21, 2026, GCI Holdings agreed pursuant to a securities purchase agreement (the “Purchase Agreement”), subject to certain closing conditions, to acquire all of the issued and outstanding equity interests in Q Gateway Intermediate Holdings, LLC, a Delaware limited liability company (“Quintillion”), in exchange for consideration of $310 million in cash subject to certain adjustments (including working capital, cash, indebtedness and transaction expenses), reimbursement of up to $50 million for certain capital expenditures incurred by Quintillion, and potential earn-out payments in 2028, 2029 and 2031. Concurrent with the entry into the Purchase Agreement, GCI, LLC, as lender, entered into a Term Loan Credit Agreement with the seller in the acquisition, as borrower, providing for a term loan in an initial principal amount of $160 million. The term loan bears interest at the Secured Overnight Financing Rate (“SOFR”) plus a margin of 8.50% (with, subject to certain conditions, up to SOFR plus 2.00% payable in cash and the remainder paid-in-kind). Upon the closing of the acquisition, the outstanding amounts under the term loan will automatically be deemed paid in full and credited toward the purchase price; if the acquisition does not close, the term loan will mature on April 21, 2031. The approximately $164 million (consisting of the $160 million initial principal amount plus approximately $4 million of accrued paid-in-kind interest) is included in Other assets, net in the condensed consolidated balance sheet as of September 30, 2026. On April 29, 2026, GCI Communication Corporation, a wholly-owned subsidiary of the Company, purchased SPITwSPOTS, Inc. (“SwS”), a local fixed wireless access provider of broadband services, for total cash consideration of approximately $11 million. The Company recorded $11 million of goodwill, $11 million of fixed assets, $7 million of other assets, offset by $18 million of other liabilities related to the acquisition. During the quarter ended September 30, 2026, the Company recorded measurement-period adjustments primarily related to the valuation of deferred income taxes identified subsequent to the acquisition date. The acquisition price allocation is preliminary and subject to revision as of September 30, 2026. Other Corporate Activity On April 16, 2026, Liberty Capital completed the purchase of approximately 61 thousand Class A Common Shares (“LILA”) and approximately 12.3 million Class C Common Shares (“LILAK”), in each case, of Liberty Latin America Ltd. (“LLA”) for approximately $107 million in cash. On May 22, 2026, the Company’s Chairman purchased the LLA shares from the Company at its cost of $8.63 per share for aggregate cash of $107 million. |