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x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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GENERAL COMMUNICATION, INC.
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(Exact name of registrant as specified in its charter)
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State of Alaska
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92-0072737
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(State or other jurisdiction of
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(I.R.S Employer
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incorporation or organization)
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Identification No.)
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2550 Denali Street
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Suite 1000
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Anchorage, Alaska
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99503
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(Address of principal
executive offices)
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(Zip Code)
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Not Applicable
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Former name, former address and former fiscal year, if changed since last report
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Large accelerated filer ☐
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Accelerated filer ☒
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☐
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Emerging growth company ☐
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Page No.
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1A.
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Item 6.
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Other items are omitted, as they are not applicable.
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(
1
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Business and Summary of Significant Accounting Principles
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(a)
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Business
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(b)
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Basis of Presentation and Principles of Consolidation
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(c)
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Non-controlling Interests
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(d)
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Recently Issued Accounting Pronouncements
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(e)
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Recently Adopted Accounting Pronouncements
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(f)
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Regulatory Accounting
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(g)
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Earnings (Loss) per Common Share
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(h)
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Common Stock
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(i)
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Accounts Receivable and Allowance for Doubtful Receivables
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(j)
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Derivative Financial Instrument
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(
k
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Guarantees
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(l)
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Revenue Recognition
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(
m
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Use of Estimates
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(n)
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Classification of Taxes Collected from Customers
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Three Months Ended September 30,
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Nine Months Ended September 30,
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2017
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2016
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2017
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2016
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Surcharges reported gross
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$
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758
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951
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2,408
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2,973
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(o)
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Reclassifications
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(2)
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Tower Sale and Leaseback
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Years ending December 31,
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Total
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2017
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$
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1,851
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2018
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7,465
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2019
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7,615
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2020
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7,767
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2021
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7,922
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2022 and thereafter
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157,381
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Total minimum payments
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190,001
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Less amount representing interest
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93,620
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Tower obligation
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$
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96,381
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(3)
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Consolidated Statements of Cash Flows Supplemental Disclosures
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Nine Months Ended September 30,
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2017
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2016
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(Increase) decrease in accounts receivable, net
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$
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(2,466
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)
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3,129
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Increase in prepaid expenses
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(4,527
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)
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(3,636
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)
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Decrease in inventories
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2,551
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3,356
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(Increase) decrease in other current assets
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132
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(44
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)
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(Increase) decrease in other assets
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1,112
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(3,990
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)
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Increase in accounts payable
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9,610
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4,155
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Increase (decrease) in deferred revenues
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3,730
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(1,013
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)
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Increase (decrease) in accrued payroll and payroll related obligations
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819
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(2,227
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)
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Decrease in accrued liabilities
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(742
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)
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(5,758
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)
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Increase in accrued interest
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12,042
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11,810
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Increase (decrease) in subscriber deposits
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322
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(366
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)
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Increase (decrease) in long-term deferred revenue
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(2,143
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)
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18,178
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Increase (decrease) in components of other long-term liabilities
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(1,043
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)
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332
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Total change in operating assets and liabilities
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$
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19,397
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23,926
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Net cash paid or received:
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2017
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2016
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Interest paid including capitalized interest
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$
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56,250
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50,789
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2017
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2016
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Non-cash additions for purchases of property and equipment
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$
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13,676
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11,372
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Net asset retirement obligation additions (deletions) to property and equipment
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$
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986
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(2,279
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)
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(4)
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Intangible Assets and Goodwill
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(
5
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Fair Value Measurements and Derivative Instrument
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September 30, 2017
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Level 1
(1)
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Level 2
(2)
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Level 3
(3)
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Total
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Assets:
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Deferred compensation plan assets (mutual funds)
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$
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1,294
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—
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—
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1,294
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Liabilities:
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Derivative stock appreciation rights
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$
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—
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—
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83,670
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83,670
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December 31, 2016
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Level 1
(1)
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Level 2
(2)
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Level 3
(3)
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Total
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Assets:
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Deferred compensation plan assets (mutual funds)
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$
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1,477
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—
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—
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1,477
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Liabilities:
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Derivative stock appreciation rights
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$
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—
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—
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29,700
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29,700
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(1)
Quoted prices in active markets for identical assets or liabilities
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(2)
Observable inputs other than quoted prices in active markets for identical assets and liabilities
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(3)
Inputs that are generally unobservable and not corroborated by market data
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September 30,
2017 |
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December 31,
2016 |
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Carrying Amount
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Fair Value
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Carrying Amount
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Fair Value
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Current and long-term debt
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$
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1,336,489
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1,421,873
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1,336,772
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1,393,865
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•
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The fair values of the
6.75%
Senior Notes due 2021 and the
6.875%
Senior Notes due 2025 both issued by GCI, Inc., our wholly owned subsidiary, are based upon quoted market prices for the same or similar issues (Level 2).
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The fair value of our Searchlight Capital, L.P. ("Searchlight") Note Payable is based on the current rates offered to us for similar remaining maturities plus an additional premium to reflect its subordination to our 2021 and 2025 Notes (Level 3).
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The fair value of our Amended Senior Credit Facility and Wells Fargo note payable are estimated to approximate their carrying value because the instruments are subject to variable interest rates (Level 2).
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September 30, 2017
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Contractual term (in years)
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1.3 to 5.3
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Volatility
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20% to 40%
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Risk-free interest rate
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1.0% to 2.0%
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Stock price
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$
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40.79
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(6)
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Stockholders’ Equity
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Shares (in thousands)
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Weighted
Average
Grant Date
Fair Value
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Nonvested at December 31, 2016
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1,465
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$
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14.41
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Granted
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597
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$
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22.94
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Vested
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(388
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)
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$
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17.48
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Forfeited
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(3
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$
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17.84
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Nonvested at September 30, 2017
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1,671
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$
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16.74
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(7)
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Earnings (Loss) per Common Share
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Three Months Ended September 30,
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2017
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2016
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Class A
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Class B
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Class A
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Class B
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Basic net income (loss) per share:
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Numerator:
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Net income (loss) available to common stockholders
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$
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(7,957
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)
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(774
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)
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7,266
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|
677
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Less: Undistributed net income allocable to participating securities
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—
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—
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(386
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)
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—
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Undistributed net income (loss) allocable to common stockholders
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(7,957
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)
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(774
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)
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6,880
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677
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Denominator:
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Weighted average common shares outstanding
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31,374
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3,052
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32,033
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3,154
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Basic net income (loss) attributable to GCI common stockholders per common share
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$
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(0.25
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)
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(0.25
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)
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0.21
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0.21
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Three Months Ended September 30,
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|||||||||||
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2017
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2016
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|||||||||
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Class A
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Class B
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Class A
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Class B
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Diluted net income (loss) per share:
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Numerator:
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Undistributed net income (loss) allocable to common stockholders for basic computation
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$
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(7,957
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)
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(774
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)
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6,880
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|
677
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|
Reallocation of undistributed earnings (loss) as a result of conversion of Class B to Class A shares
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(774
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)
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|
—
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|
|
677
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|
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—
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Reallocation of undistributed earnings as a result of conversion of dilutive securities
|
—
|
|
|
—
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|
|
141
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|
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(247
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)
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Effect of derivative instrument that may be settled in cash or shares
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—
|
|
|
—
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|
|
(2,827
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)
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|
—
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|
Effect of share based compensation that may be settled in cash or shares
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—
|
|
|
—
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(32
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)
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—
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Undistributed net income (loss) adjusted for allocation of undistributed earnings (loss) and effect of contracts that may be settled in cash or shares
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$
|
(8,731
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)
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|
(774
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)
|
|
4,839
|
|
|
430
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
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Number of shares used in basic computation
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31,374
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|
|
3,052
|
|
|
32,033
|
|
|
3,154
|
|
|
Conversion of Class B to Class A common shares outstanding
|
3,052
|
|
|
—
|
|
|
3,154
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|
|
—
|
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Effect of derivative instrument that may be settled in cash or shares
|
—
|
|
|
—
|
|
|
264
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|
|
—
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Unexercised stock options
|
—
|
|
|
—
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|
1
|
|
|
—
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Effect of share based compensation that may be settled in cash or shares
|
—
|
|
|
—
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|
|
26
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|
|
—
|
|
|
Number of shares used in per share computation
|
34,426
|
|
|
3,052
|
|
|
35,478
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|
|
3,154
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|
|
Diluted net income (loss) attributable to GCI common stockholders per common share
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$
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(0.25
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)
|
|
(0.25
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)
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|
0.14
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|
|
0.14
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Nine Months Ended September 30,
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|||||||||||
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2017
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2016
|
|||||||||
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Class A
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Class B
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Class A
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Class B
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Basic net income (loss) per share:
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|
|||||
Numerator:
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|
|||||
Net income (loss) available to common stockholders
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$
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(66,197
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)
|
|
(6,545
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)
|
|
11,422
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|
|
1,035
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Less: Undistributed net income allocable to participating securities
|
—
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|
|
—
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|
|
(588
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)
|
|
—
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|
|
Undistributed net income (loss) allocable to common stockholders
|
(66,197
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)
|
|
(6,545
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)
|
|
10,834
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|
|
1,035
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
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Weighted average common shares outstanding
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31,291
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|
|
3,094
|
|
|
33,008
|
|
|
3,154
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|
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Basic net income (loss) attributable to GCI common stockholders per common share
|
$
|
(2.12
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)
|
|
(2.12
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)
|
|
0.33
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|
|
0.33
|
|
|
Nine Months Ended September 30,
|
|||||||||||
|
2017
|
|
2016
|
|||||||||
|
Class A
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Class B
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|
Class A
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|
Class B
|
|||||
Diluted net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
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Numerator:
|
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|
|
|
|
|
|
|
|
|
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Undistributed net income (loss) allocable to common stockholders for basic computation
|
$
|
(66,197
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)
|
|
(6,545
|
)
|
|
10,834
|
|
|
1,035
|
|
Reallocation of undistributed earnings (loss) as a result of conversion of Class B to Class A shares
|
(6,545
|
)
|
|
—
|
|
|
1,035
|
|
|
—
|
|
|
Reallocation of undistributed earnings as a result of conversion of dilutive securities
|
—
|
|
|
—
|
|
|
447
|
|
|
(787
|
)
|
|
Effect of derivative instrument that may be settled in cash or shares
|
—
|
|
|
—
|
|
|
(9,327
|
)
|
|
—
|
|
|
Effect of share based compensation that may be settled in cash or shares
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
—
|
|
|
Undistributed net income (loss) adjusted for allocation of undistributed earnings (loss) and effect of contracts that may be settled in cash or shares
|
$
|
(72,742
|
)
|
|
(6,545
|
)
|
|
2,896
|
|
|
248
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares used in basic computation
|
31,291
|
|
|
3,094
|
|
|
33,008
|
|
|
3,154
|
|
|
Conversion of Class B to Class A common shares outstanding
|
3,094
|
|
|
—
|
|
|
3,154
|
|
|
—
|
|
|
Effect of derivative instrument that may be settled in cash or shares
|
—
|
|
|
—
|
|
|
602
|
|
|
—
|
|
|
Unexercised stock options
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
Effect of share based compensation that may be settled in cash or shares
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
Number of shares used in per share computation
|
34,385
|
|
|
3,094
|
|
|
36,793
|
|
|
3,154
|
|
|
Diluted net income (loss) attributable to GCI common stockholders per common share
|
$
|
(2.12
|
)
|
|
(2.12
|
)
|
|
0.08
|
|
|
0.08
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Derivative instrument that may be settled in cash or shares, the effect of which is anti-dilutive
|
2,045
|
|
|
—
|
|
|
1,797
|
|
|
—
|
|
Share-based compensation that may be settled in cash or shares, the effect of which is anti-dilutive
|
26
|
|
|
—
|
|
|
26
|
|
|
—
|
|
Shares associated with anti-dilutive unexercised stock options
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Total excluded
|
2,072
|
|
|
—
|
|
|
1,824
|
|
|
—
|
|
(
8
)
|
Segments
|
•
|
Costs are generally managed and assessed by function and generally support the organization across all customer groups or revenue streams
|
(9)
|
Related Party Transactions
|
(10)
|
Variable Interest Entities
|
(
11
)
|
Commitments and Contingencies
|
|
Three Months Ended
September 30, |
|
Percentage
|
|
Nine Months Ended
September 30, |
|
Percentage
|
|||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
|||||||
Consumer
1
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Wireless
|
$
|
42,224
|
|
|
46,900
|
|
|
(10
|
)%
|
|
122,439
|
|
|
134,449
|
|
|
(9
|
)%
|
Data
|
36,991
|
|
|
35,255
|
|
|
5
|
%
|
|
108,497
|
|
|
105,033
|
|
|
3
|
%
|
|
Video
|
24,991
|
|
|
26,134
|
|
|
(4
|
)%
|
|
74,867
|
|
|
81,294
|
|
|
(8
|
)%
|
|
Voice
|
5,939
|
|
|
6,551
|
|
|
(9
|
)%
|
|
17,910
|
|
|
20,357
|
|
|
(12
|
)%
|
|
Business
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Wireless
|
27,228
|
|
|
27,498
|
|
|
(1
|
)%
|
|
79,170
|
|
|
80,057
|
|
|
(1
|
)%
|
|
Data
|
76,854
|
|
|
74,777
|
|
|
3
|
%
|
|
228,571
|
|
|
219,977
|
|
|
4
|
%
|
|
Video
|
4,364
|
|
|
4,636
|
|
|
(6
|
)%
|
|
13,280
|
|
|
14,530
|
|
|
(9
|
)%
|
|
Voice
|
12,623
|
|
|
14,904
|
|
|
(15
|
)%
|
|
38,941
|
|
|
45,822
|
|
|
(15
|
)%
|
|
Total revenue
|
$
|
231,214
|
|
|
236,655
|
|
|
(2
|
)%
|
|
683,675
|
|
|
701,519
|
|
|
(3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
1
Includes revenues from sales to residential customers and, for the three and nine months ended September 30, 2017, also includes sales to small business customers.
|
||||||||||||||||||
2
Includes revenues from sales to businesses, governmental entities, educational and medical institutions, and common carrier customers and for the three and nine months ended September 30, 2016 includes sales to small business customers.
|
•
|
A
$4.6 million
or
43%
and
$7.0 million
or
30%
decrease in device sales revenue for the three and nine months ended September 30, 2017 when compared to the same periods in 2016, respectively, primarily due to the absence of a $4.1 million adjustment to lower the guarantee liability for our Upgrade Now program that was recorded in the third quarter of 2016 (please see Note 1(k) in "Part I - Item 1 - Condensed Notes to Interim Consolidated Financial Statements" for additional information on the guarantee liability) and a decrease in the number of wireless devices sold, and
|
•
|
A
$6.5 million
or
12%
decrease in plan fee revenue for the nine months ended September 30, 2017 when compared to the same period in 2016 primarily due to a decrease in the number of subscribers and discounts given to customers who finance or bring their own device.
|
•
|
A
$4.9 million
or
3%
increase in data transport and storage revenue due to new customers and increased purchases by our existing customers, and
|
•
|
A
$4.0 million
or
13%
increase in time and materials revenue primarily due to an acquisition that was completed during the first quarter of 2017.
|
|
Three Months Ended
September 30, |
|
Percentage
|
|
Nine Months Ended
September 30, |
|
Percentage
|
|||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
|||||||
Cost of Goods Sold
|
$
|
67,496
|
|
|
73,494
|
|
|
(8
|
)%
|
|
205,099
|
|
|
227,926
|
|
|
(10
|
)%
|
•
|
A
$1.8 million
or
11%
and
$8.1 million
or
16%
decrease in wireless distribution and capacity costs for the three and nine months ended September 30, 2017 when compared to the same periods in 2016, respectively, due to savings from a decrease in tariff rates, the migration of circuits to our own facilities, and a reduction of tower related costs due to our sales of towers in the third quarter of 2016,
|
•
|
A
$2.1 million
or
26%
and
$7.6 million
or
28%
decrease in variable time and materials Cost of Goods Sold for the three and nine months ended September 30, 2017 when compared to the same periods in 2016, respectively, due to process efficiencies partially offset by an increase due to an acquisition that was completed during the first quarter of 2017,
|
•
|
A
$3.4 million
or
11%
decrease in the nine months ended September 30, 2017 when compared to the same period in 2016 due to a decrease in the number of handsets sold,
|
•
|
A
$0.9 million
or
14%
and
$2.8 million
or
15%
decrease in the three and nine months ended September 30, 2017 when compared to the same periods in 2016, respectively, due to a decrease in the number of local access lines and long-distance traffic carried on our network, and a
|
•
|
A
$1.6 million
or
9%
and
$3.8 million
or
7%
decrease in video distribution costs and programming costs in the three and nine months ended September 30, 2017 when compared to the same periods in 2016, respectively, primarily due to a decrease in subscribers.
|
|
Three Months Ended
September 30, |
|
Percentage
|
|
Nine Months Ended
September 30, |
|
Percentage
|
|||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
|||||||
Selling, general and administrative expenses
|
$
|
90,691
|
|
|
88,974
|
|
|
2
|
%
|
|
280,478
|
|
|
264,642
|
|
|
6
|
%
|
•
|
A
$1.6 million
and
$14.8 million
increase in transaction costs related to the Transactions with Liberty in the three and nine months ended September 30, 2017 when compared to the same periods in 2016, respectively,
|
•
|
A
$2.0 million
and
$5.9 million
increase in share-based compensation in the three and nine months ended September 30, 2017 when compared to the same periods in 2016, respectively, primarily due to an increase in our stock price,
|
•
|
A
$1.1 million
and
$4.6 million
increase in labor and health insurance costs in the three and nine months ended September 30, 2017 when compared to the same periods in 2016, respectively, and
|
•
|
A
$1.0 million
increase in software service contracts in the three months ended September 30, 2017 when compared to the same period in 2016.
|
•
|
A
$2.5 million
decrease in the three months ended September 30, 2017 when compared to the same period in 2016 in professional and contract services expense due to the completion of certain projects,
|
•
|
A
$2.4 million
decrease in the three months ended September 30, 2017 when compared to the same period in 2016 in bad debt expense primarily due to an increase in our financed device allowance in the third quarter of 2016, and
|
•
|
The absence of a
$2.2 million
expense in the nine months ended September 30, 2017 to support a campaign to encourage public action related to the State of Alaska budget for the nine months ended September 30, 2016.
|
|
Three Months Ended
September 30, |
|
Percentage
|
|
Nine Months Ended
September 30, |
|
Percentage
|
|||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
|||||||
Depreciation and amortization expense
|
$
|
48,853
|
|
|
47,819
|
|
|
2
|
%
|
|
147,547
|
|
|
143,033
|
|
|
3
|
%
|
|
Three Months Ended
September 30, |
|
Percentage
|
|
Nine Months Ended
September 30, |
|
Percentage
|
|||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
|||||||
Other expense, net
|
$
|
35,887
|
|
|
16,134
|
|
|
122
|
%
|
|
120,889
|
|
|
46,215
|
|
|
162
|
%
|
|
Three Months Ended
September 30, |
|
Percentage
|
|
Nine Months Ended
September 30, |
|
Percentage
|
|||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
|||||||
Income tax (expense) benefit
|
$
|
2,864
|
|
|
(2,407
|
)
|
|
(219
|
)%
|
|
(2,757
|
)
|
|
(7,596
|
)
|
|
(64
|
)%
|
Effective income tax rate
|
24
|
%
|
|
24
|
%
|
|
|
|
(4
|
)%
|
|
39
|
%
|
|
|
•
|
We may experience negative reactions from the financial markets, including negative impacts on the price of our common stock, or from customers, regulators, and employees;
|
•
|
We may be required to pay Liberty a termination fee in connection with the termination of the Reorganization Agreement under certain circumstances;
|
•
|
We may experience reputational harm due to the adverse perception of any failure to successfully complete the Transactions; and
|
•
|
We may experience harm to our business due to the following: (i) operating under the restrictions on the conduct of our business set forth in the Reorganization Agreement, (ii) having our management divert attention away from their respective day-to-day activities and operations and devoting time and effort to consummating the Transactions and (iii) incurring significant costs, including advisory, legal and other transaction costs, each as explained above, without realizing any of the benefits of having completed the Transactions.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
/s/ Ronald A. Duncan
|
|
Chief Executive Officer and Director
|
|
November 2, 2017
|
Ronald A. Duncan
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Peter J. Pounds
|
|
Senior Vice President, Chief Financial
|
|
November 2, 2017
|
Peter J. Pounds
|
|
Officer and Secretary
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Lynda L. Tarbath
|
|
Vice President, Chief Accounting
|
|
November 2, 2017
|
Lynda L. Tarbath
|
|
Officer (Principal Accounting Officer)
|
|
|
1.
|
Additional
****
Capacity
. As of **** (the “
Additional
****
Capacity Service Start Date
”), Intelsat shall provide Customer with additional **** Capacity consisting of **** (the “
Additional
****
Capacity
”) through ****, as set forth under **** in Appendix A hereto.
|
2.
|
Section 3.1,
****
Fee
. Appendix A of the Agreement shall be replaced with the Appendix A attached hereto which has been updated to include the Additional **** Capacity under ****.
|
3.
|
Except as specifically set forth in this Agreement, all terms and conditions of the Agreement remain in full force and effect.
|
SVO
|
****
|
Transponder Type
|
Capacity Term
|
****
Fee
|
Transponder No.
|
||||
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
US$ **** *
|
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
US$ **** *
|
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
US$ **** *
|
****
|
****
|
****
|
****
|
US$ **** *
|
****
|
****
|
****
|
****
|
US$ **** *
|
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
US$ **** *
|
****
|
****
|
****
|
****
|
US$ **** *
|
****
|
****
|
****
|
****
|
US$ **** *
|
****
|
****
|
****
|
****
|
US$ **** ***
|
****
|
****
|
****
|
****
|
US$ **** ***
|
****
|
****
|
****
|
****
|
US$ **** ***
|
****
|
****
|
****
|
****
|
US$ **** ***
|
****
|
****
|
****
|
****
|
US$ **** ***
|
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
US$ **** ****
|
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
US$ **** ***
|
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
US$ **** ***
|
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
US$ **** ***
|
****
|
****
|
****
|
****
|
US$
****
|
****
|
****
|
****
|
****
|
US$ **** **
|
1.
|
****. The Capacity provided under ****, consisting of **** Capacity on the ****, shall be **** at the **** Fee set forth in Appendix A hereto.
|
2.
|
****. The Capacity provided under ****, consisting of **** Capacity on the ****, shall be **** at the **** Fee set forth in Appendix A hereto.
|
3.
|
Section 3.1,
****
Fee
. Appendix A of the Agreement shall be replaced with the Appendix A attached hereto which has been updated to reflect the amended Services.
|
4.
|
Except as specifically set forth in this Agreement, all terms and conditions of the Agreement remain in full force and effect.
|
SVO
|
****
Transponder No.
|
Transponder Type
|
Capacity Term
|
****
Fee
|
****
|
****
|
****
|
****
|
US$
****
**
|
****
|
****
|
****
|
****
|
US$
****
**
|
****
|
****
|
****
|
****
|
US$
****
*
|
****
|
****
|
****
|
****
|
US$
****
**
|
****
|
****
|
****
|
****
|
US$
****
**
|
****
|
****
|
****
|
****
|
US$
****
**
|
****
|
****
|
****
|
****
|
US$
****
*
|
****
|
****
|
****
|
****
|
US$
****
**
|
****
|
****
|
****
|
****
|
US$
****
*
|
****
|
****
|
****
|
****
|
US$
****
*
|
****
|
****
|
****
|
****
|
US$
****
*
|
****
|
****
|
****
|
****
|
US$
****
**
|
****
|
****
|
****
|
****
|
US$
****
*
|
****
|
****
|
****
|
****
|
US$
****
*
|
****
|
****
|
****
|
****
|
US$
****
*
|
****
|
****
|
****
|
****
|
US$
****
***
|
****
|
****
|
****
|
****
|
US$
****
***
|
****
|
****
|
****
|
****
|
US$
****
***
|
****
|
****
|
****
|
****
|
US$
****
***
|
****
|
****
|
****
|
****
|
US$
****
***
|
****
|
****
|
****
|
****
|
US$
****
**
|
****
|
****
|
****
|
****
|
US$
****
****
|
****
|
****
|
****
|
****
|
US$
****
**
|
****
|
****
|
****
|
****
|
US$
****
***
|
****
|
****
|
****
|
****
|
US$
****
**
|
****
|
****
|
****
|
****
|
US$
****
***
|
****
|
****
|
****
|
****
|
US$
****
**
|
****
|
****
|
****
|
****
|
US$
****
***
|
****
|
****
|
****
|
****
|
US$
****
|
****
|
****
|
****
|
****
|
US$
****
**
|
1.
|
Additional
****
Capacity
. As of **** (the “
Additional
****
Capacity Service Start Date
”), Intelsat shall provide Customer with additional **** Capacity consisting of **** (the “
Additional
****
Capacity”
) through ****, as set forth under **** in Appendix A hereto.
|
2.
|
Section 3.1,
****
Fee
. Appendix A of the Agreement shall be replaced with the Appendix A attached hereto which has been updated to include the Additional **** Capacity under ****.
|
3.
|
Except as specifically set forth in this Agreement, all terms and conditions of the Agreement remain in full force and effect.
|
SVO
|
****
Transponder No.
|
Transponder Type
|
Capacity Term
|
****
Fee
|
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
US$ **** *
|
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
US$ **** *
|
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
US$ **** *
|
****
|
****
|
****
|
****
|
US$ **** *
|
****
|
****
|
****
|
****
|
US$ **** *
|
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
US$ **** *
|
****
|
****
|
****
|
****
|
US$ **** *
|
****
|
****
|
****
|
****
|
US$ **** *
|
****
|
****
|
****
|
****
|
US$ **** ***
|
****
|
****
|
****
|
****
|
US$ **** ***
|
****
|
****
|
****
|
****
|
US$ **** ***
|
****
|
****
|
****
|
****
|
US$ **** ***
|
****
|
****
|
****
|
****
|
US$ **** ***
|
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
US$ **** ****
|
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
US$ **** ***
|
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
US$ **** ***
|
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
US$ **** ***
|
****
|
****
|
****
|
****
|
US$ ****
|
****
|
****
|
****
|
****
|
US$ **** **
|
****
|
****
|
****
|
****
|
$
****
*****
|
1.
|
I have reviewed this quarterly report on Form 10-Q of General Communication, Inc. for the period ended
September 30, 2017
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/s/ Ronald A. Duncan
|
Date:
|
November 2, 2017
|
Ronald A. Duncan
|
|
|
President and Director
|
1.
|
I have reviewed this quarterly report on Form 10-Q of General Communication, Inc. for the period ended
September 30, 2017
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/s/ Peter J. Pounds
|
Date:
|
November 2, 2017
|
Peter J. Pounds
|
|
|
Senior Vice President, Chief Financial Officer, and Secretary (Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
Date:
|
November 2, 2017
|
/s/ Ronald A. Duncan
|
|
|
Ronald A. Duncan
|
|
|
Chief Executive Officer
|
|
|
General Communication, Inc.
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
Date:
|
November 2, 2017
|
/s/ Peter J. Pounds
|
|
|
Peter J. Pounds
|
|
|
Chief Financial Officer
|
|
|
General Communication, Inc.
|