Liberty Capital Corporation

Welcome to the Liberty Capital 2026 Q2 earnings call. During the presentation, all participants will be in a listen-only mode. Afterwards, we will conduct a question and answer session. At that time, if you have a question, please press star 1 on your telephone. As a reminder, this conference will be recorded on August 6th. And I would now like to turn the call over to Hooper Stevens, Senior Vice President, Investor Relations. Please go ahead.

Thank you for joining us today. Today's call includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual events or results could differ materially due to a number of risks and uncertainties, including those mentioned in the most recent forms 10-K and 10-Q, followed by Liberty Capital and Liberty Broadband with the FCC. These forward-looking statements speak only as of the date of this call, and Liberty Capital and Liberty Broadband expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty Capital or Liberty Broadband's expectations. On today's call, we will discuss certain non-GAAP financial measures for Liberty Capital, including adjusted WebDA, adjusted WebDA margin, and free cash flow. Information regarding the required definitions, along with the comparable GAAP metrics and reconciliations, including Schedule 1 for Liberty Capital, can be found in the earnings press release issued today, which is available on Liberty Capital's website. Speaking on today's call will be Ron Duncan, the CEO of Liberty Capital, and Brian Windling, Liberty Capital's Chief Accounting and Principal Financial Officer. Also during Q&A, we may take questions related to Liberty Broadband should they arise. Additional members of Liberty Capital, GCI, and Liberty Broadband Management are available to supplement your questions. Now, I'll turn the call over to Ron Duncan.

Thank you, Hooper, and good morning, everyone. This is our first earnings call in the Liberty Capital name, and we're excited about the momentum in our business. Our growing cash profile enables us to announce a new capital allocation policy under which we will initiate a quarterly dividend in December of this year with an initial aggregate amount of $60 million per year. We will aim to operate our GCI unit at approximately three times long-term net leverage with incremental cash and borrowing capacity used for both investment opportunities as well as a return of capital to shareholders, including buybacks. We are also pleased to report a solid second quarter. Liberty Capital generated revenue of $261 million and adjusted EBITDA of $96 million. Over the prior 12 months, free cash flow was $59 million. Brian will cover the financial results in greater detail. The quarter also demonstrates the platform we are building at Liberty Capital. GCI is a stable, increasingly cash-generative operating business with a unique and valuable position in Alaska. We are completing a period of elevated network investment with capital intensity expected to decline beginning next year and further in 2028. We expect the quintillion acquisition to increase the resilience of GCI's network and our free cash flow. At the parent company, Liberty Capital will allocate that cash flow with discipline between attractive investments and returns to shareholders. Turning to GCI, we are on track with our plan for the year for approximately stable with year-over-year performance weighted to the fourth quarter. Upon closing the quintillion transaction later this year, we expect to realize approximately 20 million in run rate synergies over the following 24 months, with roughly half achieved in the first 12 months. Quintillion would have contributed 50 to 55 million of adjusted EBITDA, including run rate synergies, in 2026. We continue to grow our converged base, where we expect higher customer retention over time. Consumer wireless lines increased by 2,100 during the quarter, and our converged customer base continued to grow, with 42% of broadband customers taking wireless service and 63% of postpaid wireless lines sold as part of the converged relationship. Consumer broadband subscribers declined organically by 500 during the quarter, but that was more than offset by the purchase of a small broadband provider that added 5,400 customers to our subscriber base. In the business segment, revenue grew slightly and margin declined as service was restored on the quintillion network in which GCI uses capacity. This increased our distribution costs compared to last year's second quarter. Service upgrades also drove higher circuit costs. Our operating priorities remain unchanged. Invest in network quality, complete our Alaska plan commitments, drive convergence, and extend high-quality connectivity across Alaska. We made visible progress against those priorities. GCI has expanded 5G service to more than 125 communities, reaching approximately 83% of Alaskans. More than 100 communities have been upgraded this year alone. These upgrades replace several generations of legacy technology with a more standardized 5G platform, improving performance today while giving our teams better network visibility, faster troubleshooting, and a more efficient operating environment. This progress also puts our capital spending in context. We are at the peak of the investment cycle, but that investment is producing tangible network accomplishments now. We continue to expect 2026 to represent our highest level of capital spending, followed by meaningful declines in both 27 and 28, returning GCI to its historical capital intensity range and generating stronger cash flow. Starlink remains a viable broadband competitor, and we take that competition seriously. At the same time, serving Alaska requires every appropriate technology. GCI integrates Starlink into managed solutions for certain business customers, and we recently announced that we will use Starlink's dedicated bonded gateway service as an additional resiliency layer in various communities, including Bethel, Sitka, and Kotzebue. Our approach is pragmatic. Where Starlink competes with us, we compete. Where its technology can strengthen our network or customer solutions, we will use it. Turning to quintillion, the strategic rationale remains compelling. Combining the networks will create more ringed architecture, greater routing diversity, and improved reliability. It will reduce exposure to individual outages, improve restoration capabilities, and strengthen the infrastructure supporting communities, healthcare, public safety, government, and national security activities. We expect the transaction to be accretive to free cash flow in the first year following closing. The HSR waiting period has expired and the FCC review remains in process. We remain enthusiastic about the transaction, which we now expect to close this year. We are planning a smooth and quick integration. The declining capital intensity combined with Quintilian's expected contribution will materially expand GCI's cash generation beginning in 2027. That gives us confidence to establish a more explicit capital allocation framework today. As I mentioned earlier, beginning in the fourth quarter, we intend to initiate a recurring dividend of approximately $15 million per quarter or $60 million per year. We expect this level of dividend to represent approximately half of next year's free cash flow and even less than 28 as CapEx continues to decline. The dividend provides a durable baseline shareholder return through normal business and investment cycles, and we intend to grow it over time. We also expect to manage GCI Opco towards net leverage of approximately three times over the long term. That is a rough target, and leverage may move above or below it as we fund investments and complete transactions. The framework is intended to maintain an efficient balance sheet and meaningful optionality without creating a near-term acquisition or distribution mandate. Our capital allocation waterfall is clear. First, fund the operating business and committed network investments. Second, pay the regular dividend and look to increase it over time. manage the balance sheet around our long-term leverage target. Residual free cash flow will be allocated between other opportunities and the return of capital to shareholders. Repurchases can be attractive when our shares trade at a meaningful discount to the fair value of our equity, and they could be an option in the future. We will also consider liquidity, public market scale, and the value of preserving capacity for compelling investments. External investments will face the same discipline. When we do not identify sufficient attractive high return uses, we expect to return additional cash to shareholders. In closing, GCI is moving toward stronger free cash flow as capital intensity declines. Quintilian should enhance network quality, resilience, and cash generation. Liberty Capital's coming dividend establishes a durable baseline return while our leverage framework preserves strategic capacity without requiring us to deploy it prematurely. External investments and repurchases will compete for capital as we seek to maximize shareholder returns. That's the Liberty Capital model. Maintain operational excellence at GCI, uncover new opportunities, and return capital when that is the best available use of shareholder funds. With that, I'll turn it over to Brian for more financial details.

Thank you, Ron, and good morning, everyone. At the end of the second quarter, Liberty Capital had consolidated cash cash equivalents and restricted cash at $510 million, including $198 million of cash, cash equivalents, and restricted cash at GCI. Total principal amount of debt at Liberty Capital was approximately $1.2 billion. At quarter end, Liberty Capital's consolidated net leverage was 2.1 times, which incorporates cash at the parent level, as well as the non-voting preferred stock. At quarter end, GCI's net leverage as defined in its credit agreement was 2.8 times, Additionally, GCI's credit facility had $447 million of undrawn capacity net of letters of credit. During the quarter, GCI amended its credit facility to secure up to $480 million of additional financing capacity to support the pending acquisition of Quintilian, as well as to provide additional liquidity for general corporate purposes, including refinancing or retirement of existing GCI debt. We have repurchased approximately 129 million principal amount of our senior notes in the open markets at the end of the second quarter through July 31st. We continue to look at our opportunities to proactively address the remaining 2028 notes, including a refinancing. As Ron mentioned, we are targeting a long-term net leverage ratio at the operating level of approximately three times. Now looking at GCI's operating results for the second quarter, GCI generated total revenue of $261 million. That was flat with the prior year and adjusted a little bit of $96 million, an 11% decrease year-over-year. During the second quarter of this year, we have approximately $3 million of public company costs, which we did not have in the prior year quarter. We expect these public company costs to continue. Looking at the segment detail, consumer revenue declined 2% during the second quarter, with the majority of the decline driven by the shutdown of the video business, slightly offset by growth in wireless. As a reminder, GCI exited the video business during the third quarter of 2025. Consumer gross margin increased to 71.8% for the quarter, driven by a decline in consumer direct costs resulting from decreases in video programming costs. Business revenue increased 1% during the second quarter, driven by growth in business data revenue from service upgrades with existing healthcare and education customers. business gross margin decreased to 75.5% for the second quarter, primarily driven by a $9 million increase in distribution costs. Approximately $3 million of the increase is related to restored service on the quintillion network, with the remainder of the increase driven by higher costs from upgraded services. Capital expenditures and then grant proceeds totaled $70 million during the second quarter. We expect 2026 CapEx of approximately $290 million, which includes $20 million carried over from 2025 due to normal course timing shifts. And as Ron mentioned, we do expect 2026 to represent our peak year of CapEx spend. GCI generated $59 million of free cash flow for the trailing 12 months to the end of the second quarter, a decline year over year. This was largely driven by the increase in capital expenditures and then of grant proceeds, a decline in OIVDA, and ordinary course working capital swings. And with that, I will turn the call back over to Ron. Ron?

Well, operator, we can go straight to questions.

We've got it. My apologies. You've got to hit the mute button. Thank you, Brian. We appreciate your interest in Liberty Capital Corporation and look forward to continuing to update you on our progress. With that, we will open the call for questions.

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Our first question today comes from David Joyce of Seaport Research Partners. Please proceed with your question.

Thank you. I wanted to ask about the subscriber additions. You started some promotions earlier this year and it looks like you had at least better than our expectations on wireless subs. What's the financial implications in terms of promotional pricing versus when they would come back to the regular rates? And if you could talk a little bit more about the broadband customer acquisition of 5500. Is it just fixed plan or is there anything else in there? Thank you.

Sure, David. Thanks for the question. With regard to the promotion, our principal promotion right now is free for a year on wireless lines when you add or upgrade a wired service. although we are also running several of our former promotions which involve bandwidth upgrade and discounts on the wireless. The majority of the new wireless lines this year will probably kick in as revenue generation, revenue generating lines approximately 12 months after they're turned up. So we would expect to see a one year lag on the majority of the new connections. The acquisition was a small fixed wireless provider serving fringe areas to extend outside of our existing broadband plant. And we bought it for both the ability to extend our service both within and without our footprint and for some experience in the fixed wireless technology.

Great. And if I could ask on the expense side of things, were there, I guess, some temporary elevated levels? Is it a seasonality kind of impact? And how much of the expense basis related to upgrades versus the CAPEX side?

Pete, you want to give some detail there?

Sure. Yeah, so there's a couple different things going on. Number one is that the quintillion fiber break last year definitely reduced our direct cost. And so this year, we did have those direct costs. And then we've had some contractor costs that we had for some kind of one-time projects that we worked on that came in as well. And then as Brian noted, there's about $3 million of public company expenses that were not in the numbers last year, but were in the numbers this quarter and should continue going forward.

Great. Thanks for the color.

All right. With that question, we appreciate it, David Joyce. We will conclude today's call. Thanks, Ron. Thanks, Brian. Thanks, Pete. And we look forward to speaking with many of you offline and in person in the coming weeks. Take care.

Ladies and gentlemen, thank you for your participation. This concludes today's event. You may disconnect your lines and have a wonderful day.