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EX-99.1 - EXHIBIT 99.1 - GRIZZLY MERGER SUB 1, LLCgciform8k08042015exhibit99.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
 
 
 
FORM 8-K
 
CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 4, 2015

 
GENERAL COMMUNICATION, INC.
 
 
(Exact name of registrant as specified in its charter)
 

 
State of Alaska
 
0-15279
 
92-0072737
 
 
(State or other Jurisdiction of Incorporation or organization)
 
Commission File Number
 
(I.R.S Employer
Identification No.)
 
 
 
2550 Denali Street
 
 
 
 
Suite 1000
 
 
 
 
Anchorage, Alaska
 
99503
 
 
(Address of principal executive offices)
 
(Zip Code)
 
 
Registrant’s telephone number, including area code: (907) 868-5600
 
 
NONE
 
 
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Section 2 - Financial Information

Item 2.02
Results of Operations and Financial Condition

On August 4, 2015, General Communication, Inc. ("GCI") issued a press release announcing earnings for the three and six months ended June 30, 2015. A copy of the press release is attached as Exhibit 99.1.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

The earnings release attached as Exhibit 99.1 discloses the non-GAAP financial measure of Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, Amortization, Software Impairment Charge, Derivative Instrument Unrealized Loss, Share-based Compensation Expense, Accretion Expense, Loss Attributable to Non-controlling Interests resulting from New Markets Tax Credit transactions, gains and impairment losses on equity and cost method investments, and Other Non-cash Adjustments plus Imputed Interest on Financed Devices) for the three and six months ended June 30, 2015 and 2014 and the three months ended March 31, 2015. Adjusted EBITDA has been reconciled to the closely related GAAP financial measure, Net Income (Loss), within the earnings release.

Adjusted EBITDA is the sum of net income (loss), interest expense (including amortization of deferred loan fees), interest income, income tax (expense) benefit, depreciation and amortization expense, software impairment charge, derivative instrument unrealized loss, share-based compensation, accretion expense, loss attributable to non-controlling interests resulting from New Markets Tax Credit transactions, gains and impairment losses on equity and cost method investments, and other non-cash adjustments plus imputed interest on financed devices. Adjusted EBITDA is not presented as an alternative measure of net income, operating income or cash flow from operations, as determined in accordance with accounting principles generally accepted in the United States of America. GCI's management uses Adjusted EBITDA to evaluate the operating performance of its business, and as a measure of performance for incentive compensation purposes. GCI believes Adjusted EBITDA is a measure used as an analytical indicator of income generated to service debt and fund capital expenditures. In addition, multiples of current or projected Adjusted EBITDA are used to estimate current or prospective enterprise value. Adjusted EBITDA does not give effect to cash used for debt service requirements, and thus does not reflect funds available for investment or other discretionary uses. Adjusted EBITDA as presented herein may not be comparable to similarly titled measures reported by other companies.

Section 9 - Financial Statements and Exhibits

Item 9.01
Financial Statements and Exhibits

(d) Exhibits
 
 
 
 
 
 
 
 
Exhibit
 
 
 
 
Number
 
 
Description
 
99.1
 
 
Press Release issued by General Communication, Inc. on August 4, 2015
 
 
 
 
 
 




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
GENERAL COMMUNICATION, INC.
 
 
 
(Registrant)
 
 
 
 
Date: August 5, 2015
 
 
 
 
 
 
 
 
 
By
/s/ Peter J. Pounds
 
 
 
Name: Peter J. Pounds
 
 
 
Title:  Senior Vice President,
 
 
 
Chief Financial Officer,
 
 
 
and Secretary
 
 
 
(Principal Financial Officer)






 
 
 
 
Exhibit Index
 
 
 
 
Exhibit No.
 
Description
 
99.1
 
Press Release issued by General Communication, Inc. on August 4, 2015