Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 23, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'SIRIUS XM HOLDINGS INC. | ' |
Entity Central Index Key | '0000908937 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 6,033,782,973 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenue: | ' | ' |
Subscriber revenue | $851,436 | $783,342 |
Advertising revenue | 22,214 | 20,211 |
Equipment revenue | 23,978 | 18,156 |
Other revenue | 100,083 | 75,689 |
Total revenue | 997,711 | 897,398 |
Cost of services: | ' | ' |
Revenue share and royalties | 195,411 | 148,531 |
Programming and content | 74,870 | 74,610 |
Customer service and billing | 91,069 | 80,394 |
Satellite and transmission | 21,380 | 19,695 |
Cost of equipment | 7,804 | 7,027 |
Subscriber acquisition costs | 123,022 | 116,111 |
Sales and marketing | 76,327 | 65,899 |
Engineering, design and development | 15,911 | 14,842 |
General and administrative | 76,243 | 56,340 |
Depreciation and amortization | 68,267 | 67,018 |
Total operating expenses | 750,304 | 650,467 |
Income from operations | 247,407 | 246,931 |
Other income (expense): | ' | ' |
Interest expense, net of amounts capitalized | -54,092 | -46,174 |
Interest and investment income | 4,349 | 1,638 |
Loss on change in value of derivatives | -27,023 | 0 |
Other income | 95 | 247 |
Total other income (expense) | -76,671 | -44,289 |
Income before income taxes | 170,736 | 202,642 |
Income tax expense | -76,748 | -79,040 |
Net income | 93,988 | 123,602 |
Foreign currency translation adjustment, net of tax | 118 | -172 |
Total comprehensive income (loss) | 94,106 | 123,430 |
Net income per common share: | ' | ' |
Basic (in dollars per share) | $0.02 | $0.02 |
Diluted (in dollars per share) | $0.02 | $0.02 |
Weighted average common shares outstanding: | ' | ' |
Basic (in shares) | 6,094,784 | 6,259,803 |
Diluted (in shares) | 6,173,848 | 6,606,276 |
Sirius XM Radio Inc. | ' | ' |
Revenue: | ' | ' |
Subscriber revenue | 851,436 | 783,342 |
Advertising revenue | 22,214 | 20,211 |
Equipment revenue | 23,978 | 18,156 |
Other revenue | 100,083 | 75,689 |
Total revenue | 997,711 | 897,398 |
Cost of services: | ' | ' |
Revenue share and royalties | 195,411 | 148,531 |
Programming and content | 74,870 | 74,610 |
Customer service and billing | 91,069 | 80,394 |
Satellite and transmission | 21,380 | 19,695 |
Cost of equipment | 7,804 | 7,027 |
Subscriber acquisition costs | 123,022 | 116,111 |
Sales and marketing | 76,327 | 65,899 |
Engineering, design and development | 15,911 | 14,842 |
General and administrative | 76,243 | 56,340 |
Depreciation and amortization | 68,267 | 67,018 |
Total operating expenses | 750,304 | 650,467 |
Income from operations | 247,407 | 246,931 |
Other income (expense): | ' | ' |
Interest expense, net of amounts capitalized | -54,092 | -46,174 |
Interest and investment income | 4,349 | 1,638 |
Gain on change in fair value of debt instruments | 89,110 | 0 |
Other income | 95 | 247 |
Total other income (expense) | 39,462 | -44,289 |
Income before income taxes | 286,869 | 202,642 |
Income tax expense | -76,748 | -79,040 |
Net income | 210,121 | 123,602 |
Foreign currency translation adjustment, net of tax | 118 | -172 |
Total comprehensive income (loss) | $210,239 | $123,430 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $121,171 | $134,805 |
Accounts receivable, net | 103,872 | 103,937 |
Receivables from distributors | 89,486 | 88,975 |
Inventory, net | 18,987 | 13,863 |
Prepaid expenses | 123,239 | 110,530 |
Related party current assets | 5,143 | 9,145 |
Deferred tax asset | 896,386 | 937,598 |
Other current assets | 19,501 | 20,160 |
Total current assets | 1,377,785 | 1,419,013 |
Property and equipment, net | 1,571,460 | 1,594,574 |
Long-term restricted investments | 5,718 | 5,718 |
Deferred financing fees, net | 11,988 | 12,604 |
Intangible assets, net | 2,685,978 | 2,700,062 |
Goodwill | 2,203,409 | 2,204,553 |
Related party long-term assets | 33,663 | 30,164 |
Long-term deferred tax asset | 834,663 | 868,057 |
Other long-term assets | 9,511 | 10,035 |
Total assets | 8,734,175 | 8,844,780 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 558,756 | 578,333 |
Accrued interest | 57,376 | 42,085 |
Current portion of deferred revenue | 1,623,668 | 1,586,611 |
Current portion of deferred credit on executory contracts | 3,672 | 3,781 |
Current maturities of long-term debt | 497,516 | 496,815 |
Current maturities of long-term related party debt | 10,970 | 10,959 |
Related party current liabilities | 47,536 | 20,320 |
Total current liabilities | 2,799,494 | 2,738,904 |
Deferred revenue | 146,830 | 149,026 |
Deferred credit on executory contracts | 558 | 1,394 |
Long-term debt | 2,943,202 | 3,093,821 |
Related party long-term liabilities | 15,627 | 16,337 |
Other long-term liabilities | 103,051 | 99,556 |
Total liabilities | 6,008,762 | 6,099,038 |
Commitments and contingencies (Note 16) | ' | ' |
Stockholders’ equity: | ' | ' |
Preferred stock | 0 | 0 |
Common stock | 6,074 | 6,096 |
Accumulated other comprehensive loss, net of tax | -190 | -308 |
Additional paid-in capital | 8,607,329 | 8,674,129 |
Treasury stock | -47,613 | 0 |
Accumulated deficit | -5,840,187 | -5,934,175 |
Total stockholders’ equity | 2,725,413 | 2,745,742 |
Total liabilities and stockholders’ equity | 8,734,175 | 8,844,780 |
Sirius XM Radio Inc. | ' | ' |
Current assets: | ' | ' |
Cash and cash equivalents | 121,171 | 134,805 |
Accounts receivable, net | 103,872 | 103,937 |
Receivables from distributors | 89,486 | 88,975 |
Inventory, net | 18,987 | 13,863 |
Prepaid expenses | 123,239 | 110,530 |
Related party current assets | 126,295 | 15,861 |
Deferred tax asset | 896,386 | 937,598 |
Other current assets | 19,501 | 20,160 |
Total current assets | 1,498,937 | 1,425,729 |
Property and equipment, net | 1,571,460 | 1,594,574 |
Long-term restricted investments | 5,718 | 5,718 |
Deferred financing fees, net | 11,988 | 12,604 |
Intangible assets, net | 2,685,978 | 2,700,062 |
Goodwill | 2,203,409 | 2,204,553 |
Related party long-term assets | 33,663 | 30,164 |
Long-term deferred tax asset | 834,663 | 868,057 |
Other long-term assets | 9,511 | 10,035 |
Total assets | 8,855,327 | 8,851,496 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 558,756 | 578,332 |
Accrued interest | 45,654 | 42,085 |
Current portion of deferred revenue | 1,623,668 | 1,586,611 |
Current portion of deferred credit on executory contracts | 3,672 | 3,781 |
Current maturities of long-term debt | 886,943 | 963,630 |
Current maturities of long-term related party debt | 10,970 | 10,959 |
Related party current liabilities | 4,811 | 4,618 |
Total current liabilities | 3,134,474 | 3,190,016 |
Deferred revenue | 146,830 | 149,026 |
Deferred credit on executory contracts | 558 | 1,394 |
Long-term debt | 2,943,202 | 3,093,821 |
Related party long-term liabilities | 15,627 | 16,337 |
Other long-term liabilities | 103,051 | 99,556 |
Total liabilities | 6,343,742 | 6,550,150 |
Commitments and contingencies (Note 16) | ' | ' |
Stockholders’ equity: | ' | ' |
Preferred stock | 0 | 0 |
Common stock | 0 | 0 |
Accumulated other comprehensive loss, net of tax | -190 | -308 |
Additional paid-in capital | 8,679,538 | 8,679,538 |
Accumulated deficit | -6,167,763 | -6,377,884 |
Total stockholders’ equity | 2,511,585 | 2,301,346 |
Total liabilities and stockholders’ equity | $8,855,327 | $8,851,496 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Preferred stock, liquidation preference (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 9,000,000,000 | 9,000,000,000 |
Common stock, shares issued (in shares) | 6,073,791,343 | 6,096,220,526 |
Common stock, shares outstanding (in shares) | 6,058,791,343 | 6,096,220,526 |
Treasury stock (in shares) | 15,000,000 | 0 |
Sirius XM Radio Inc. | ' | ' |
Preferred stock, liquidation preference (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 9,000,000,000 | 9,000,000,000 |
Common stock, shares issued (in shares) | 1,000 | 1,000 |
Common stock, shares outstanding (in shares) | 1,000 | 1,000 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (USD $) | Total | Common Stock | Accumulated Other Comprehensive Loss | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Sirius XM Radio Inc. | Sirius XM Radio Inc. | Sirius XM Radio Inc. | Sirius XM Radio Inc. | Sirius XM Radio Inc. | Series B Preferred Stock | Series B Preferred Stock |
In Thousands, except Share data, unless otherwise specified | Common Stock | Accumulated Other Comprehensive Loss | Additional Paid-in Capital | Accumulated Deficit | Preferred Stock | Sirius XM Radio Inc. | |||||||
Preferred Stock | |||||||||||||
Beginning balance at Dec. 31, 2013 | $2,745,742 | $6,096 | ($308) | $8,674,129 | $0 | ($5,934,175) | $2,301,346 | $0 | ($308) | $8,679,538 | ($6,377,884) | $0 | $0 |
Beginning balance (in shares) at Dec. 31, 2013 | ' | 6,096,220,526 | ' | ' | 0 | ' | ' | 1,000 | ' | ' | ' | 0 | 0 |
Common stock, shares issued | 6,073,791,343 | 6,073,791,343 | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Comprehensive income, net of tax | 94,106 | ' | 118 | ' | ' | 93,988 | 210,239 | ' | 118 | ' | 210,121 | ' | ' |
Share-based payment expense | 18,240 | ' | ' | 18,240 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of options and vesting of restricted stock units | 259 | 2 | ' | 257 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options and vesting of restricted stock units (in shares) | ' | 2,070,817 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum withholding taxes on net share settlement of stock-based compensation | -4,252 | ' | ' | -4,252 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock repurchased | -128,682 | ' | ' | ' | -128,682 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock repurchased (in shares) | ' | ' | ' | ' | 39,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock retired | 0 | -24 | ' | -81,045 | 81,069 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock retired (in shares) | ' | -24,500,000 | ' | ' | -24,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Ending balance at Mar. 31, 2014 | $2,725,413 | $6,074 | ($190) | $8,607,329 | ($47,613) | ($5,840,187) | $2,511,585 | $0 | ($190) | $8,679,538 | ($6,167,763) | $0 | $0 |
Ending balance (in shares) at Mar. 31, 2014 | ' | ' | ' | ' | 15,000,000 | ' | ' | 1,000 | ' | ' | ' | 0 | 0 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash flows from operating activities: | ' | ' |
Net income | $93,988 | $123,602 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 68,267 | 67,018 |
Non-cash interest expense, net of amortization of premium | 5,231 | 5,442 |
Provision for doubtful accounts | 10,634 | 11,410 |
Amortization of deferred income related to equity method investment | -694 | -694 |
Gain on unconsolidated entity investments, net | -4,326 | -1,345 |
Dividend received from unconsolidated entity investment | 4,222 | 9,674 |
Loss on disposal of assets | 196 | 124 |
Loss on change in value of derivatives | 27,023 | 0 |
Share-based payment expense | 18,240 | 14,518 |
Deferred income taxes | 74,565 | 83,631 |
Other non-cash purchase price adjustments | -945 | -70,459 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -10,569 | -13,143 |
Receivables from distributors | -511 | 1,663 |
Inventory | -5,124 | 5,242 |
Related party assets | 654 | 26 |
Prepaid expenses and other current assets | -15,682 | -51,815 |
Other long-term assets | 522 | 1,730 |
Accounts payable and accrued expenses | -68,168 | -97,537 |
Accrued interest | 15,291 | 31,054 |
Deferred revenue | 34,861 | 47,480 |
Related party liabilities | 177 | 5,891 |
Other long-term liabilities | 3,538 | -4,597 |
Net cash provided by operating activities | 251,390 | 168,915 |
Cash flows from investing activities: | ' | ' |
Additions to property and equipment | -28,601 | -26,434 |
Acquisition of business, net of cash acquired | 1,144 | 0 |
Net cash used in investing activities | -27,457 | -26,434 |
Cash flows from financing activities: | ' | ' |
Proceeds from exercise of stock options | 259 | 10,946 |
Taxes paid in lieu of shares issued for stock-based compensation | -4,229 | 0 |
Repayment of long-term borrowings and revolving credit facility | -152,528 | -1,933 |
Common stock repurchased and retired | -81,069 | -465,712 |
Net cash used in financing activities | -237,567 | -456,699 |
Net decrease in cash and cash equivalents | -13,634 | -314,218 |
Cash and cash equivalents at beginning of period | 134,805 | 520,945 |
Cash and cash equivalents at end of period | 121,171 | 206,727 |
Cash paid during the period for: | ' | ' |
Interest, net of amounts capitalized | 30,687 | 2,928 |
Non-cash investing and financing activities: | ' | ' |
Capital lease obligations incurred to acquire assets | 719 | 0 |
Conversion of Series B preferred stock to common stock | 0 | 1,293 |
Treasury stock not yet settled | 47,613 | 27,923 |
Conversion of 7% Exchangeable Notes to common stock, net of debt issuance and deferred financing costs | 0 | 45,097 |
Sirius XM Radio Inc. | ' | ' |
Cash flows from operating activities: | ' | ' |
Net income | 210,121 | 123,602 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 68,267 | 67,018 |
Non-cash interest expense, net of amortization of premium | 5,231 | 5,442 |
Provision for doubtful accounts | 10,634 | 11,410 |
Amortization of deferred income related to equity method investment | -694 | -694 |
Gain on unconsolidated entity investments, net | -4,326 | -1,345 |
Dividend received from unconsolidated entity investment | 4,222 | 9,674 |
Loss on disposal of assets | 196 | 124 |
Gain on change in fair value of debt instruments | -89,110 | 0 |
Share-based payment expense | 18,240 | 14,518 |
Deferred income taxes | 74,566 | 83,631 |
Other non-cash purchase price adjustments | -945 | -70,459 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -10,569 | -13,143 |
Receivables from distributors | -511 | 1,663 |
Inventory | -5,124 | 5,242 |
Related party assets | -132,022 | 26 |
Prepaid expenses and other current assets | -15,682 | -51,815 |
Other long-term assets | 522 | 1,730 |
Accounts payable and accrued expenses | -20,532 | -97,537 |
Accrued interest | 15,291 | 31,054 |
Deferred revenue | 34,861 | 47,480 |
Related party liabilities | 177 | 5,891 |
Other long-term liabilities | 3,538 | -4,597 |
Net cash provided by operating activities | 166,351 | 168,915 |
Cash flows from investing activities: | ' | ' |
Additions to property and equipment | -28,601 | -26,434 |
Acquisition of business, net of cash acquired | 1,144 | 0 |
Net cash used in investing activities | -27,457 | -26,434 |
Cash flows from financing activities: | ' | ' |
Proceeds from exercise of stock options | 0 | 10,946 |
Repayment of long-term borrowings and revolving credit facility | -152,528 | -1,933 |
Common stock repurchased and retired | 0 | -465,712 |
Net cash used in financing activities | -152,528 | -456,699 |
Net decrease in cash and cash equivalents | -13,634 | -314,218 |
Cash and cash equivalents at beginning of period | 134,805 | 520,945 |
Cash and cash equivalents at end of period | 121,171 | 206,727 |
Cash paid during the period for: | ' | ' |
Interest, net of amounts capitalized | 30,687 | 2,928 |
Non-cash investing and financing activities: | ' | ' |
Capital lease obligations incurred to acquire assets | 719 | 0 |
Conversion of Series B preferred stock to common stock | 0 | 1,293 |
Conversion of 7% Exchangeable Notes to common stock, net of debt issuance and deferred financing costs | $0 | $45,097 |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Parenthetical) (7% Exchangeable Senior Subordinated Notes due 2014 [Member]) | Mar. 31, 2014 | Mar. 31, 2013 |
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | ' | ' |
Interest rate on instrument | 7.00% | 7.00% |
Business_Basis_of_Presentation
Business & Basis of Presentation | 3 Months Ended | |
Mar. 31, 2014 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
Business & Basis of Presentation | ' | |
Business & Basis of Presentation | ||
Business | ||
This Quarterly Report on Form 10-Q presents information for Sirius XM Holdings Inc. (“Holdings”) and also contains the financial results of Sirius XM Radio Inc. (“Sirius XM”) on a combined basis. The terms “we,” “us,” “our,” and “our company” as used herein and unless otherwise stated or indicated by context, refers to Sirius XM Radio Inc. and its subsidiaries prior to the corporate reorganization described below and to Sirius XM Holdings Inc. and its subsidiaries after such corporate reorganization. | ||
Sirius XM Holdings Inc. | ||
Effective November 15, 2013, we completed a corporate reorganization. As part of the reorganization, Holdings replaced Sirius XM as our publicly held corporation and Sirius XM became a wholly-owned subsidiary of Holdings. Holdings was incorporated in the State of Delaware on May 21, 2013. Holdings has no operations independent of its subsidiary Sirius XM. | ||
Liberty Media Corporation beneficially owns, directly and indirectly, over 50% of the outstanding shares of our common stock. Liberty Media owns interests in a broad range of media, communications and entertainment businesses, including its subsidiaries, Atlanta National League Baseball Club, Inc. and TruePosition, Inc., its interests in Charter Communications, Live Nation Entertainment and minority equity investments in Time Warner Inc., Time Warner Cable and Viacom. | ||
Sirius XM Radio Inc. | ||
We broadcast music, sports, entertainment, comedy, talk, news, traffic and weather channels, as well as infotainment services, in the United States on a subscription fee basis through our two proprietary satellite radio systems. Subscribers can also receive music and other channels, plus features such as SiriusXM On Demand and MySXM, over the Internet, including through applications for mobile devices. We are also a leader in providing connected vehicle applications and services. Our connected vehicle services are designed to enhance the safety, security and driving experience for vehicle owners while providing marketing and operational benefits to automakers and their dealers. Subscribers to our connected vehicle services are not included in our subscriber count. | ||
We have agreements with every major automaker (“OEMs”) to offer satellite radios in their vehicles from which we acquire a majority of our subscribers. We also acquire subscribers through marketing campaigns to owners of factory-installed satellite radios that are not currently subscribing to our services. Additionally, we distribute our satellite radios through retail locations nationwide and through our website. Satellite radio services are also offered to customers of certain daily rental car companies. | ||
Our primary source of revenue is subscription fees, with most of our customers subscribing on an annual, semi-annual, quarterly or monthly basis. We offer discounts for prepaid and longer term subscription plans as well as discounts for multiple subscriptions. We also derive revenue from activation and other fees, the sale of advertising on select non-music channels, the direct sale of satellite radios and accessories, and other ancillary services, such as our weather, traffic, data and Backseat TV services. | ||
In certain cases, automakers and dealers include a subscription to our radio services in the sale or lease price of new or previously owned vehicles. The length of these trial subscriptions varies but is typically three to twelve months. We receive subscription payments for these trials from certain automakers. We also reimburse various automakers for certain costs associated with satellite radios installed in new vehicles. | ||
Basis of Presentation | ||
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission ("SEC") for interim financial reporting. Certain information and footnote disclosures normally included in the financial statements presented in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. | ||
Our financial statements include the consolidated accounts for Holdings and subsidiaries and the accompanying consolidated financial statements of Sirius XM and subsidiaries, whose operating results and financial position are consolidated into Holdings. The unaudited consolidated balance sheets and unaudited consolidated statements of comprehensive income for Holdings, and combined footnotes, are essentially identical to the unaudited consolidated balance sheets and unaudited consolidated statements of comprehensive income for Sirius XM, with the following exceptions: | ||
• | The fair value of the remaining obligations under the share repurchase agreement with Liberty Media is recorded in Holdings' unaudited consolidated balance sheets, with changes in fair value recorded in Holdings' unaudited statements of comprehensive income. Refer to Note 14 for additional information related to the share repurchase agreement. | |
• | The fair value in excess of the carrying amount associated with the conversion feature for the 7% Exchangeable Senior Subordinated Notes due 2014 is recorded in Sirius XM's unaudited consolidated balance sheets, with changes in fair value recorded in Sirius XM's unaudited statements of comprehensive income. This is eliminated in Holdings' unaudited consolidated balance sheets and unaudited statements of comprehensive income. | |
• | As a result of our corporate reorganization effective November 15, 2013, all of the outstanding shares of Sirius XM's common stock were converted, on a share for share basis, into identical shares of common stock of Holdings. | |
With the exception of the items noted above, all significant intercompany transactions and balances between Holdings and Sirius XM and their respective consolidated subsidiaries are eliminated in both sets of unaudited consolidated financial statements. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of our unaudited consolidated financial statements as of March 31, 2014 and for the three months ended March 31, 2014 have been made. | ||
Interim results are not necessarily indicative of the results that may be expected for a full year. This Quarterly Report on Form 10-Q should be read together with our Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on February 4, 2014. | ||
We have evaluated events subsequent to the balance sheet date and prior to the filing of this Quarterly Report on Form 10-Q for the three months ended March 31, 2014 and have determined that no events have occurred that would require adjustment to our unaudited consolidated financial statements. For a discussion of subsequent events refer to Note 18. | ||
Use of Estimates | ||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Estimates, by their nature, are based on judgment and available information. Actual results could differ materially from those estimates. Significant estimates inherent in the preparation of the accompanying unaudited consolidated financial statements include asset impairment, depreciable lives of our satellites, share-based payment expense, and income taxes. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2014 | |
Business Combinations [Abstract] | ' |
Acquisitions | ' |
Acquisitions | |
On November 4, 2013, we purchased all of the outstanding shares of the capital stock of the connected vehicle business of Agero, Inc. ("Agero"). The transaction was accounted for using the acquisition method of accounting. During the three months ended March 31, 2014, the working capital calculation associated with this transaction was finalized, resulting in a decrease of $1,144 to the original purchase price and Goodwill. As of March 31, 2014, our Goodwill balance associated with the acquisition was $388,318. No other assets or liabilities have been adjusted as a result of the final working capital calculation. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |||||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||||||||||||||
For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are based on unadjusted quoted prices in active markets for identical instruments. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. As of March 31, 2014 and December 31, 2013, the carrying amounts of cash and cash equivalents, accounts and other receivables, and accounts payable approximated fair value due to the short-term nature of these instruments. | ||||||||||||||||||||||||||||
Our assets and liabilities measured at fair value are as follows: | ||||||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total Fair Value | Level 1 | Level 2 | Level 3 | Total Fair Value | |||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||
Sirius XM Canada Holdings Inc. ("Sirius XM Canada") - investment (a) | $ | 369,800 | — | — | $ | 369,800 | $ | 432,200 | — | — | $ | 432,200 | ||||||||||||||||
Sirius XM Canada - fair value of host contract of debenture (b) | $ | — | — | — | $ | — | $ | — | — | 3,641 | $ | 3,641 | ||||||||||||||||
Sirius XM Canada - fair value of embedded derivative of debenture (b) | $ | — | — | — | $ | — | $ | — | — | 57 | $ | 57 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||
Debt (c) | $ | — | 3,905,871 | — | $ | 3,905,871 | $ | — | 4,066,755 | — | $ | 4,066,755 | ||||||||||||||||
Share Repurchase Agreement (d) | $ | — | 42,725 | — | $ | 42,725 | $ | — | 15,702 | — | $ | 15,702 | ||||||||||||||||
(a) | This amount approximates fair value. The carrying value of our investment in Sirius XM Canada was $30,691 and $26,972 as of March 31, 2014 and December 31, 2013, respectively. | |||||||||||||||||||||||||||
(b) | As of December 31, 2013, we held an investment in CAD $4,000 face value of 8% convertible unsecured subordinated debentures issued by Sirius XM Canada for which the embedded conversion feature was bifurcated from the host contract. Sirius XM Canada redeemed and converted the debentures during the three months ended March 31, 2014. | |||||||||||||||||||||||||||
(c) | The fair value for non-publicly traded instruments is based upon estimates from a market maker and brokerage firm. Refer to Note 13 for information related to the carrying value of debt as of March 31, 2014 and December 31, 2013. | |||||||||||||||||||||||||||
(d) | The fair value of the share repurchase agreement is determined using observable inputs, including the U.S. spot LIBOR curve and other available market data. The fair value of the derivative associated with the share repurchase agreement with Liberty Media is recorded in Holdings' unaudited consolidated balance sheets in Related party current liabilities, with changes in fair value recorded to Holdings' unaudited statements of comprehensive income. | |||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||||||||
Accumulated other comprehensive loss of $190 at March 31, 2014 was primarily comprised of the cumulative foreign currency translation adjustments related to our interest in Sirius XM Canada. During the three months ended March 31, 2014, we recorded a foreign currency translation adjustment of $118. In addition, during the three months ended March 31, 2014, upon the redemption and conversion of the 8% convertible unsecured subordinated debentures issued by Sirius XM Canada, we reclassified $223, net of tax, of previously recognized foreign translation losses out of Accumulated other comprehensive loss and into Interest and investment income. |
Earnings_per_Share
Earnings per Share | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Earnings per Share | ' | |||||||
Earnings per Share | ||||||||
Holdings | ||||||||
Basic net income per common share is calculated by dividing the income available to common stockholders by the weighted average common shares outstanding during each reporting period. Diluted net income per common share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents (convertible debt, warrants, stock options and restricted stock units) were exercised or converted into common stock, calculated using the treasury stock method. We had no participating securities during the three months ended March 31, 2014. In 2013, we utilized the two-class method in calculating basic net income per common share, as our Series B Preferred Stock was considered to be participating securities through January 18, 2013. On January 18, 2013, Liberty Media converted its remaining 6,250,100 outstanding shares of Sirius XM Series B Preferred Stock into 1,293,509,076 shares of common stock. | ||||||||
Common stock equivalents of approximately 386,975,000 and 349,681,000 for the three months ended March 31, 2014 and 2013, respectively, were excluded from the calculation of diluted net income per common share as the effect would have been anti-dilutive. | ||||||||
For the Three Months Ended March 31, | ||||||||
(in thousands, except per share data) | 2014 | 2013 | ||||||
Numerator: | ||||||||
Net income | $ | 93,988 | $ | 123,602 | ||||
Less: | ||||||||
Allocation of undistributed income to Series B Preferred Stock | — | (4,905 | ) | |||||
Net income available to common stockholders for basic net income per common share | $ | 93,988 | $ | 118,697 | ||||
Add back: | ||||||||
Allocation of undistributed income to Series B Preferred Stock | — | 4,905 | ||||||
Net income available to common stockholders for diluted net income per common share | $ | 93,988 | $ | 123,602 | ||||
Denominator: | ||||||||
Weighted average common shares outstanding for basic net income per common share | 6,094,784 | 6,259,803 | ||||||
Weighted average impact of assumed Series B Preferred Stock conversion | — | 258,702 | ||||||
Weighted average impact of other dilutive equity instruments | 79,064 | 87,771 | ||||||
Weighted average shares for diluted net income per common share | 6,173,848 | 6,606,276 | ||||||
Net income per common share: | ||||||||
Basic | $ | 0.02 | $ | 0.02 | ||||
Diluted | $ | 0.02 | $ | 0.02 | ||||
Sirius XM | ||||||||
Net income per share for Sirius XM is not presented since Sirius XM is a wholly-owned subsidiary of Holdings. |
Accounts_Receivable_net
Accounts Receivable, net | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Receivables [Abstract] | ' | |||||||
Accounts Receivable, net | ' | |||||||
Accounts Receivable, net | ||||||||
Accounts receivable, net, are stated at amounts due from customers net of an allowance for doubtful accounts. Our allowance for doubtful accounts is based upon our assessment of various factors. We consider historical experience, the age of the receivable balances, current economic conditions and other factors that may affect the counterparty’s ability to pay. Bad debt expense is included in Customer service and billing expense in our unaudited consolidated statements of comprehensive income. | ||||||||
Accounts receivable, net, consists of the following: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Gross accounts receivable | $ | 111,315 | $ | 113,015 | ||||
Allowance for doubtful accounts | (7,443 | ) | (9,078 | ) | ||||
Total accounts receivable, net | $ | 103,872 | $ | 103,937 | ||||
Receivables from distributors include billed and unbilled amounts due from OEMs for services included in the sale or lease price of vehicles, as well as billed amounts due from retailers. We have not established an allowance for doubtful accounts for our receivables from distributors as we have historically not experienced any significant collection issues with OEMs. Receivables from distributors consist of the following: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Billed | $ | 40,056 | $ | 38,532 | ||||
Unbilled | 49,430 | 50,443 | ||||||
Total | $ | 89,486 | $ | 88,975 | ||||
Inventory_net
Inventory, net | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventory, net | ' | |||||||
Inventory, net | ||||||||
Inventory consists of finished goods, refurbished goods, chip sets and other raw material components used in manufacturing radios. Inventory is stated at the lower of cost or market. We record an estimated allowance for inventory that is considered slow moving or obsolete or whose carrying value is in excess of net realizable value. The provision related to products purchased for resale in our direct to consumer distribution channel and components held for resale by us is reported as a component of Cost of equipment in our unaudited consolidated statements of comprehensive income. The provision related to inventory consumed in our OEM and retail distribution channel is reported as a component of Subscriber acquisition costs in our unaudited consolidated statements of comprehensive income. | ||||||||
Inventory, net, consists of the following: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Raw materials | $ | 14,269 | $ | 12,358 | ||||
Finished goods | 18,439 | 15,723 | ||||||
Allowance for obsolescence | (13,721 | ) | (14,218 | ) | ||||
Total inventory, net | $ | 18,987 | $ | 13,863 | ||||
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
Goodwill | ' |
Goodwill | |
Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. Our annual impairment assessment is performed as of the fourth quarter of each year, and an assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. If the carrying value of goodwill exceeds its fair value, an impairment loss is recognized. | |
As of March 31, 2014, there were no indicators of impairment, and no impairment loss was recorded for goodwill during the three months ended March 31, 2014 and 2013. During the three months ended March 31, 2014, the working capital calculation associated with our acquisition of the connected vehicle business of Agero was finalized, resulting in a decrease of $1,144 to the original purchase price and Goodwill. As of March 31, 2014, the cumulative balance of goodwill impairments recorded since the July 2008 merger (the "Merger") between our wholly owned subsidiary, Vernon Merger Corporation, and XM Satellite Radio Holdings Inc. ("XM"), was $4,766,190, which was recognized during the year ended December 31, 2008. |
Intangible_Assets
Intangible Assets | 3 Months Ended | |||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||
Intangible Assets | ' | |||||||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||||||||
We recorded intangible assets at fair value related to the Merger that were formerly held by XM Satellite Radio Holdings Inc. In November 2013, we recorded intangible assets at fair value as a result of the acquisition of the connected vehicle business of Agero. Our intangible assets include the following: | ||||||||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | |||||||||||||||||||||||||
Weighted Average | Gross | Accumulated | Net Carrying | Gross | Accumulated | Net Carrying | ||||||||||||||||||||
Useful Lives | Carrying | Amortization | Value | Carrying | Amortization | Value | ||||||||||||||||||||
Value | Value | |||||||||||||||||||||||||
Due to the Merger: | ||||||||||||||||||||||||||
Indefinite life intangible assets: | ||||||||||||||||||||||||||
FCC licenses | Indefinite | $ | 2,083,654 | $ | — | $ | 2,083,654 | $ | 2,083,654 | $ | — | $ | 2,083,654 | |||||||||||||
Trademark | Indefinite | 250,000 | — | 250,000 | 250,000 | — | 250,000 | |||||||||||||||||||
Definite life intangible assets: | ||||||||||||||||||||||||||
Subscriber relationships | 9 years | 380,000 | (280,298 | ) | 99,702 | 380,000 | (271,372 | ) | 108,628 | |||||||||||||||||
Licensing agreements | 9.1 years | 45,289 | (20,525 | ) | 24,764 | 45,289 | (19,604 | ) | 25,685 | |||||||||||||||||
Proprietary software | 6 years | 16,552 | (13,531 | ) | 3,021 | 16,552 | (13,384 | ) | 3,168 | |||||||||||||||||
Developed technology | 10 years | 2,000 | (1,133 | ) | 867 | 2,000 | (1,083 | ) | 917 | |||||||||||||||||
Leasehold interests | 7.4 years | 132 | (101 | ) | 31 | 132 | (96 | ) | 36 | |||||||||||||||||
Due to acquisition of connected vehicle business of Agero: | ||||||||||||||||||||||||||
Definite life intangible assets: | ||||||||||||||||||||||||||
OEM relationships | 15 years | 220,000 | (6,111 | ) | 213,889 | 220,000 | (2,444 | ) | 217,556 | |||||||||||||||||
Proprietary software | 10 years | 10,663 | (613 | ) | 10,050 | 10,663 | (245 | ) | 10,418 | |||||||||||||||||
Total intangible assets | $ | 3,008,290 | $ | (322,312 | ) | $ | 2,685,978 | $ | 3,008,290 | $ | (308,228 | ) | $ | 2,700,062 | ||||||||||||
Indefinite Life Intangible Assets | ||||||||||||||||||||||||||
We have identified our FCC licenses and the XM trademark as indefinite life intangible assets after considering the expected use of the assets, the regulatory and economic environment within which they are used and the effects of obsolescence on their use. | ||||||||||||||||||||||||||
We hold FCC licenses to operate our satellite digital audio radio service and provide ancillary services. The following table outlines the years in which each of our licenses expires: | ||||||||||||||||||||||||||
FCC satellite licenses | Expiration year | |||||||||||||||||||||||||
SIRIUS FM-1 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-2 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-3 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-5 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-6 (1) | ||||||||||||||||||||||||||
XM-1 | 2014 | |||||||||||||||||||||||||
XM-2 (2) | ||||||||||||||||||||||||||
XM-3 | 2021 | |||||||||||||||||||||||||
XM-4 | 2014 | |||||||||||||||||||||||||
XM-5 | 2018 | |||||||||||||||||||||||||
-1 | The FCC license for our FM-6 satellite will be issued for a period of eight years, beginning on the date we certify to the FCC that the satellite has been successfully placed into orbit and that the operations of the satellite fully conform to the terms and conditions of the space station radio authorization. | |||||||||||||||||||||||||
-2 | The FCC license for our XM-2 satellite expired on March 31, 2014. The FCC has granted us special temporary authority for six months to operate our XM-2 satellite and prepare it for deorbiting maneuvers. | |||||||||||||||||||||||||
Prior to expiration, we are required to apply for a renewal of our FCC licenses. The renewal and extension of our licenses is reasonably certain at minimal cost, which is expensed as incurred. Each of the FCC licenses authorizes us to use the broadcast spectrum, which is a renewable, reusable resource that does not deplete or exhaust over time. | ||||||||||||||||||||||||||
In connection with the Merger, $250,000 of the purchase price was allocated to the XM trademark. As of March 31, 2014, there were no legal, regulatory or contractual limitations associated with the XM trademark. | ||||||||||||||||||||||||||
Our annual impairment assessment of our indefinite intangible assets is performed as of the fourth quarter of each year. An assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. If the carrying value of the intangible assets exceeds its fair value, an impairment loss is recognized. As March 31, 2014, there were no indicators of impairment, and no impairment loss was recorded for intangible assets with indefinite lives during the three months ended March 31, 2014 and 2013. | ||||||||||||||||||||||||||
Definite Life Intangible Assets | ||||||||||||||||||||||||||
Subscriber relationships are amortized on an accelerated basis over 9 years, which reflects the estimated pattern in which the economic benefits will be consumed. Other definite life intangible assets include certain licensing agreements, which are amortized over a weighted average useful life of 9.1 years on a straight-line basis. The fair value of the OEM relationships and proprietary software acquired from the acquisition of the connected vehicle business of Agero are being amortized over their estimated weighted average useful lives of 15 and 10 years, respectively. | ||||||||||||||||||||||||||
Amortization expense for all definite life intangible assets was $14,084 and $12,591 for the three months ended March 31, 2014 and 2013, respectively. Expected amortization expense for the remaining period in 2014, each of the fiscal years 2015 through 2018 and for periods thereafter is as follows: | ||||||||||||||||||||||||||
Year ending December 31, | Amount | |||||||||||||||||||||||||
2014 (remaining) | $ | 40,932 | ||||||||||||||||||||||||
2015 | 51,700 | |||||||||||||||||||||||||
2016 | 48,545 | |||||||||||||||||||||||||
2017 | 34,882 | |||||||||||||||||||||||||
2018 | 19,463 | |||||||||||||||||||||||||
Thereafter | 156,802 | |||||||||||||||||||||||||
Total definite life intangible assets, net | $ | 352,324 | ||||||||||||||||||||||||
Interest_Costs
Interest Costs | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Interest Costs Disclosure [Abstract] | ' | |||||||
Interest Costs | ' | |||||||
Interest Costs | ||||||||
We capitalized a portion of the interest on funds borrowed as part of the cost of constructing our satellites and related launch vehicles. We capitalized interest associated with our FM-6 satellite and related launch vehicle through its placement into orbit during the fourth quarter of 2013. We also incurred interest costs on our debt instruments and on our satellite incentive agreements. The following is a summary of our interest costs: | ||||||||
For the Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Interest costs charged to expense | $ | 54,092 | $ | 46,174 | ||||
Interest costs capitalized | 206 | 7,970 | ||||||
Total interest costs incurred | $ | 54,298 | $ | 54,144 | ||||
Included in interest costs incurred is non-cash interest expense, consisting of amortization related to original issue discounts, premiums and deferred financing fees of $5,231 and $5,442 for the three months ended March 31, 2014 and 2013, respectively. |
Property_and_Equipment
Property and Equipment | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment | ' | |||||||
Property and Equipment | ||||||||
Property and equipment, net, consists of the following: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Satellite system | $ | 2,407,423 | $ | 2,407,423 | ||||
Terrestrial repeater network | 106,895 | 109,367 | ||||||
Leasehold improvements | 47,676 | 46,173 | ||||||
Broadcast studio equipment | 59,122 | 59,020 | ||||||
Capitalized software and hardware | 310,248 | 298,267 | ||||||
Satellite telemetry, tracking and control facilities | 64,143 | 63,944 | ||||||
Furniture, fixtures, equipment and other | 67,165 | 67,275 | ||||||
Land | 38,411 | 38,411 | ||||||
Building | 58,849 | 58,662 | ||||||
Construction in progress | 119,523 | 103,148 | ||||||
Total property and equipment | 3,279,455 | 3,251,690 | ||||||
Accumulated depreciation and amortization | (1,707,995 | ) | (1,657,116 | ) | ||||
Property and equipment, net | $ | 1,571,460 | $ | 1,594,574 | ||||
Construction in progress consists of the following: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Satellite system | $ | 12,085 | $ | 11,879 | ||||
Terrestrial repeater network | 37,304 | 30,078 | ||||||
Capitalized software | 47,540 | 39,924 | ||||||
Other | 22,594 | 21,267 | ||||||
Construction in progress | $ | 119,523 | $ | 103,148 | ||||
Depreciation expense on property and equipment was $54,183 and $54,427 for the three months ended March 31, 2014 and 2013, respectively. We retired property and equipment of $3,500 and $12,656 and recognized a loss on the disposal of assets of $196 and $124 during the three months ended March 31, 2014 and 2013, respectively. | ||||||||
Satellites | ||||||||
We currently own a fleet of ten orbiting satellites. The chart below provides certain information on these satellites: | ||||||||
Satellite Designation | Year Delivered | Estimated End of | ||||||
Depreciable Life | ||||||||
FM-1* | 2000 | 2013 | ||||||
FM-2* | 2000 | 2013 | ||||||
FM-3 | 2000 | 2015 | ||||||
FM-5 | 2009 | 2024 | ||||||
FM-6 | 2013 | 2028 | ||||||
XM-1* | 2001 | 2013 | ||||||
XM-2* | 2001 | 2013 | ||||||
XM-3 | 2005 | 2020 | ||||||
XM-4 | 2006 | 2021 | ||||||
XM-5 | 2010 | 2025 | ||||||
* Satellite was fully depreciated as of March 31, 2014 but is still in operation. | ||||||||
We own five orbiting satellites for use in the Sirius system and five orbiting satellites for use in the XM system. Four of these satellites were manufactured by Boeing Satellite Systems International, Inc., and six were manufactured by Space Systems/Loral. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | |||||||||||||||||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | ' | |||||||||||||||||||||||||||||||||||||||
Related Party Transactions | ' | |||||||||||||||||||||||||||||||||||||||
Related Party Transactions | ||||||||||||||||||||||||||||||||||||||||
We had the following related party balances at March 31, 2014 and December 31, 2013: | ||||||||||||||||||||||||||||||||||||||||
Related party current assets | Related party long-term assets | Related party current liabilities | Related party long-term liabilities | Related party current debt | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||||
Liberty Media | $ | 205 | $ | 278 | $ | — | $ | — | $ | 42,982 | $ | 15,766 | $ | — | $ | — | $ | 10,970 | $ | 10,959 | ||||||||||||||||||||
Sirius XM Canada | 4,938 | 8,867 | 31,245 | 27,619 | 4,554 | 4,554 | 15,627 | 16,337 | — | — | ||||||||||||||||||||||||||||||
M-Way | — | — | 2,418 | 2,545 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Total | $ | 5,143 | $ | 9,145 | $ | 33,663 | $ | 30,164 | $ | 47,536 | $ | 20,320 | $ | 15,627 | $ | 16,337 | $ | 10,970 | $ | 10,959 | ||||||||||||||||||||
Liberty Media | ||||||||||||||||||||||||||||||||||||||||
Since January 2013, Liberty Media has beneficially owned, directly and indirectly, over 50% of our outstanding common stock. We are a "controlled company" for the purposes of the NASDAQ corporate governance requirements. Two current Liberty Media executives and one Liberty Media director are members of our board of directors. Gregory B. Maffei, the President and Chief Executive Officer of Liberty Media, is the Chairman of our board of directors. | ||||||||||||||||||||||||||||||||||||||||
On October 9, 2013, we entered into an agreement with Liberty Media to repurchase $500,000 of our common stock from Liberty Media. Pursuant to that agreement with Liberty Media, we repurchased $160,000 of our common stock from Liberty Media in 2013. On January 23, 2014, we entered into an amendment to the agreement with Liberty Media to defer the previously scheduled $240,000 repurchase of shares of our common stock from Liberty Media from January 27, 2014 to April 25, 2014, the date of the final purchase installment under the agreement. On April 25, 2014, we completed the final purchase installment and repurchased $340,000 of our shares of common stock from Liberty Media at a price of $3.66 per share. | ||||||||||||||||||||||||||||||||||||||||
Liberty Media has advised us that as of March 31, 2014 and December 31, 2013 it also owned the following: | ||||||||||||||||||||||||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||||||||||
7% Exchangeable Senior Subordinated Notes due 2014 | $ | 11,000 | $ | 11,000 | ||||||||||||||||||||||||||||||||||||
Less: discounts | 30 | 41 | ||||||||||||||||||||||||||||||||||||||
Total carrying value of debt | $ | 10,970 | $ | 10,959 | ||||||||||||||||||||||||||||||||||||
As of March 31, 2014 and December 31, 2013, we recorded $257 and $64, respectively, related to accrued interest with Liberty Media to Related party current liabilities. The fair value of the derivative associated with the share repurchase agreement with Liberty Media was $42,725 and $15,702 as of March 31, 2014 and December 31, 2013, respectively, and is recorded in Holdings' unaudited consolidated balance sheets in Related party current liabilities. There were certain terms in the forward purchase contract that could cause the obligation not to be fulfilled. As a result, the instrument is a liability and is marked to fair value with any gain or loss recorded to Holdings' unaudited consolidated statements of comprehensive income. We recognized Interest expense associated with debt held by Liberty Media of $277 and $4,677 for the three months ended March 31, 2014 and 2013, respectively. | ||||||||||||||||||||||||||||||||||||||||
Sirius XM Canada | ||||||||||||||||||||||||||||||||||||||||
We own approximately 47,300,000 Class A shares on a converted basis of Sirius XM Canada representing a 37.0% equity interest and a 25.0% voting interest. | ||||||||||||||||||||||||||||||||||||||||
We had the following Related party current asset balances attributable to Sirius XM Canada at March 31, 2014 and December 31, 2013: | ||||||||||||||||||||||||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||||||||||
Deferred programming costs and accrued interest | $ | 1,152 | $ | 2,782 | ||||||||||||||||||||||||||||||||||||
Chip set and other services reimbursement | 3,786 | 2,387 | ||||||||||||||||||||||||||||||||||||||
Fair value of host contract of debenture | — | 3,641 | ||||||||||||||||||||||||||||||||||||||
Fair value of embedded derivative of debenture | — | 57 | ||||||||||||||||||||||||||||||||||||||
Total | $ | 4,938 | $ | 8,867 | ||||||||||||||||||||||||||||||||||||
We provide Sirius XM Canada with chip sets and other services and we are reimbursed for these costs. | ||||||||||||||||||||||||||||||||||||||||
We held an investment in CAD $4,000 face value of 8% convertible unsecured subordinated debentures issued by Sirius XM Canada for which the embedded conversion feature was bifurcated from the host contract. The host contract was accounted for at fair value as an available-for-sale security with changes in fair value recorded to Accumulated other comprehensive income (loss), net of tax. The embedded conversion feature was accounted for at fair value as a derivative with changes in fair value recorded in earnings as Interest and investment income. Sirius XM Canada redeemed the debentures during the three months ended March 31, 2014, which resulted in the issuance to us of 675,675 shares of Sirius XM Canada common stock and an increase in our investment balance of $5,125. This conversion also resulted in a gain of $1,251 recorded to Interest and investment income during the three months ended March 31, 2014, related to the fair value received in excess of the carrying value as of the date of conversion. | ||||||||||||||||||||||||||||||||||||||||
Related party long-term asset balances attributable to Sirius XM Canada consisted of the following: | ||||||||||||||||||||||||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||||||||||
Non-interest bearing note, principal | $ | 364 | $ | 376 | ||||||||||||||||||||||||||||||||||||
Investment balance* | 30,691 | 26,972 | ||||||||||||||||||||||||||||||||||||||
Deferred programming costs and other receivables | 190 | 271 | ||||||||||||||||||||||||||||||||||||||
Total | $ | 31,245 | $ | 27,619 | ||||||||||||||||||||||||||||||||||||
* The investment balance included equity method goodwill and intangible assets of $25,798 and $26,161 as of March 31, 2014 and December 31, 2013, respectively. | ||||||||||||||||||||||||||||||||||||||||
We hold a non-interest bearing note issued by Sirius XM Canada. Our interest in Sirius XM Canada is accounted for under the equity method. The excess of the cost of our ownership interest in the equity of Sirius XM Canada over our share of the net assets is recognized as goodwill and intangible assets and is included in the carrying amount of our investment. Equity method goodwill is not amortized. We periodically evaluate this investment to determine if there has been an other than temporary decline below carrying value. Equity method intangible assets are amortized over their respective useful lives, which is recorded in Interest and investment income. | ||||||||||||||||||||||||||||||||||||||||
Sirius XM Canada declared quarterly dividends to us of $4,445 and $3,752 during the three months ended March 31, 2014 and 2013, respectively, which were recorded as a reduction to our investment balance in Sirius XM Canada. | ||||||||||||||||||||||||||||||||||||||||
Related party liabilities attributable to Sirius XM Canada consisted of the following: | ||||||||||||||||||||||||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||||||||||
Deferred revenue for NHL licensing fees | $ | 1,500 | $ | 1,500 | ||||||||||||||||||||||||||||||||||||
Carrying value of deferred revenue | 18,272 | 18,966 | ||||||||||||||||||||||||||||||||||||||
Deferred revenue for software licensing fees and other | 409 | 425 | ||||||||||||||||||||||||||||||||||||||
Total | $ | 20,181 | $ | 20,891 | ||||||||||||||||||||||||||||||||||||
In 2005, XM entered into agreements to provide XM Canada, now Sirius XM Canada, with the right to offer XM satellite radio service in Canada. The agreements have an initial ten-year term, and Sirius XM Canada has the unilateral option to extend the agreements for an additional five-year term. We receive a 15% royalty for all subscriber fees earned by XM Canada each month for its basic service and an activation fee for each gross activation of an XM Canada subscriber on XM’s system. Sirius XM Canada is obligated to pay us a total of $70,300 for the rights to broadcast and market National Hockey League (“NHL”) games for a ten-year term. We recognize these payments on a gross basis as a principal obligor pursuant to the provisions of ASC 605, Revenue Recognition. The estimated fair value of deferred revenue from XM Canada as of the Merger date was approximately $34,000, which is amortized on a straight-line basis through 2020, the end of the expected term of the agreements. | ||||||||||||||||||||||||||||||||||||||||
We recorded the following revenue from Sirius XM Canada as Other revenue in our unaudited consolidated statements of comprehensive income: | ||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||||||||||
Royalty income | $ | 9,060 | $ | 8,469 | ||||||||||||||||||||||||||||||||||||
Amortization of Sirius XM Canada deferred income | 694 | 694 | ||||||||||||||||||||||||||||||||||||||
Licensing fee revenue | 1,500 | 1,171 | ||||||||||||||||||||||||||||||||||||||
Advertising and other reimbursements | 106 | 415 | ||||||||||||||||||||||||||||||||||||||
Streaming revenue | 421 | — | ||||||||||||||||||||||||||||||||||||||
Total revenue from Sirius XM Canada | $ | 11,781 | $ | 10,749 | ||||||||||||||||||||||||||||||||||||
Our share of net earnings or losses of Sirius XM Canada are recorded to Interest and investment income in our unaudited consolidated statements of comprehensive income on a one month lag. Our share of Sirius XM Canada’s net income was $4,689 and $1,708 for the three months ended March 31, 2014 and 2013, respectively. We recorded amortization expense related to the equity method intangible assets of $363 for the three months ended March 31, 2014 and 2013. | ||||||||||||||||||||||||||||||||||||||||
M-Way | ||||||||||||||||||||||||||||||||||||||||
As part of the acquisition of the connected vehicle business of Agero in November 2013, we acquired a 30% ownership in M-Way Solutions GmbH ("M-Way"), a German mobile software solutions provider, which is accounted for utilizing the equity method of accounting. We also acquired an option to purchase the remaining 70% ownership of M-Way which expires in 2017. | ||||||||||||||||||||||||||||||||||||||||
We have recorded $2,418 for our investment in M-Way in Related party long-term assets on our unaudited consolidated balance sheets. Our share of net earnings or losses of M-Way are recorded to Interest and investment income in our unaudited consolidated statements of comprehensive income on a one month lag. Our share of M-Way's net loss was $127 for the three months ended March 31, 2014. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2014 | |
Investments, All Other Investments [Abstract] | ' |
Investments | ' |
Investments | |
Long Term Restricted Investments | |
Restricted investments relate to reimbursement obligations under letters of credit issued for the benefit of lessors of our office space. As of March 31, 2014 and December 31, 2013 our Long-term restricted investments were $5,718. |
Debt
Debt | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||
Debt | ' | ||||||||||||||||||||
Debt | |||||||||||||||||||||
Our debt as of March 31, 2014 and December 31, 2013 consisted of the following: | |||||||||||||||||||||
Carrying value at | |||||||||||||||||||||
Issuer / Borrower | Issued | Debt | Maturity Date | Interest Payable | Principal Amount | March 31, 2014 | 31-Dec-13 | ||||||||||||||
Sirius XM | Aug-08 | 7% Exchangeable | December 1, 2014 | semi-annually on June 1 and December 1 | $ | 502,370 | $ | 500,979 | $ | 500,481 | |||||||||||
(a)(b) | Senior Subordinated Notes (the "Exchangeable Notes") | ||||||||||||||||||||
Sirius XM | May-13 | 4.25% Senior Notes | May 15, 2020 | semi-annually on May 15 and November 15 | 500,000 | 494,986 | 494,809 | ||||||||||||||
(a)(c) | (the "4.25% Notes") | ||||||||||||||||||||
Sirius XM | Sep-13 | 5.875% Senior Notes | October 1, 2020 | semi-annually on April 1 and October 1 | 650,000 | 643,128 | 642,914 | ||||||||||||||
(a)(c) | (the "5.875% Notes") | ||||||||||||||||||||
Sirius XM | Aug-13 | 5.75% Senior Notes | August 1, 2021 | semi-annually on February 1 and August 1 | 600,000 | 594,644 | 594,499 | ||||||||||||||
(a)(c) | (the "5.75% Notes") | ||||||||||||||||||||
Sirius XM | Aug-12 | 5.25% Senior Secured Notes (the "5.25% Notes") | August 15, 2022 | semi-annually on February 15 and August 15 | 400,000 | 394,770 | 394,648 | ||||||||||||||
(a)(c)(d) | |||||||||||||||||||||
Sirius XM | May-13 | 4.625% Senior Notes | May 15, 2023 | semi-annually on May15 and November 15 | 500,000 | 494,767 | 494,653 | ||||||||||||||
(a)(c) | (the "4.625% Notes") | ||||||||||||||||||||
Sirius XM | Dec-12 | Senior Secured Revolving Credit Facility (the "Credit Facility") | 5-Dec-17 | variable fee paid quarterly | 1,250,000 | 310,000 | 460,000 | ||||||||||||||
(e) | |||||||||||||||||||||
Sirius XM | Various | Capital leases | Various | n/a | n/a | 18,414 | 19,591 | ||||||||||||||
Total Debt | 3,451,688 | 3,601,595 | |||||||||||||||||||
Less: total current maturities (f) | 508,486 | 507,774 | |||||||||||||||||||
Total long-term debt | $ | 2,943,202 | $ | 3,093,821 | |||||||||||||||||
(a) | The carrying value of the notes are net of the remaining unamortized original issue discount. | ||||||||||||||||||||
(b) | Sirius XM and Holdings are co-obligors with respect to the Exchangeable Notes. The Exchangeable Notes are senior subordinated obligations and rank junior in right of payment to our existing and future senior debt and equally in right of payment with our existing and future senior subordinated debt. Substantially all of our domestic wholly-owned subsidiaries guarantee our obligations under these notes on a senior subordinated basis. The Exchangeable Notes are exchangeable at any time at the option of the holder into shares of our common stock at an exchange rate of 543.1372 shares of common stock per $1,000 principal amount of the notes, which is equivalent to an approximate exchange price of $1.841 per share of common stock. During the three months ended March 31, 2014 and 2013, the common stock reserved for conversion in connection with the Exchangeable Notes was considered to be anti-dilutive in our calculation of diluted net income per share. | ||||||||||||||||||||
(c) | Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes. | ||||||||||||||||||||
(d) | On April 10, 2014, we entered into a supplemental indenture to the indenture governing the 5.25% Notes pursuant to which we agreed to grant a first priority lien on substantially all of the assets of Sirius XM and the guarantors to the holders of the Notes. The liens securing the 5.25% Notes are equal and ratable to the liens granted over such assets to secure the Credit Facility. | ||||||||||||||||||||
(e) | In December 2012, Sirius XM entered into a five-year Credit Facility with a syndicate of financial institutions for $1,250,000. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Borrowings under the Credit Facility are used for working capital and other general corporate purposes, including dividends, financing of acquisitions and share repurchases. Interest on borrowings is payable on a quarterly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility and is payable on a quarterly basis. The variable rate for the Credit Facility was 0.35% per annum as of March 31, 2014. As of March 31, 2014, $940,000 was available for future borrowing under the Credit Facility. Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our unaudited consolidated balance sheets as of March 31, 2014 due to the long-term maturity of this debt. | ||||||||||||||||||||
(f) | This balance includes $10,970 and $10,959 in related party current maturities as of March 31, 2014 and December 31, 2013, respectively. | ||||||||||||||||||||
The following table reconciles total current debt held at Holdings to the total current and long-term debt held at Sirius XM as of March 31, 2014 and December 31, 2013: | |||||||||||||||||||||
Carrying value at | |||||||||||||||||||||
March 31, 2014 | 31-Dec-13 | ||||||||||||||||||||
Total current debt at Holdings | $ | 508,486 | $ | 507,774 | |||||||||||||||||
Fair value in excess of carrying value associated with the Exchangeable Notes (a) | 389,427 | 466,815 | |||||||||||||||||||
Total current debt at Sirius XM | $ | 897,913 | $ | 974,589 | |||||||||||||||||
Total long-term debt | $ | 2,943,202 | $ | 3,093,821 | |||||||||||||||||
Total debt at Sirius XM | $ | 3,841,115 | $ | 4,068,410 | |||||||||||||||||
(a) | In connection with our corporate reorganization in November 2013, the Exchangeable Notes were amended such that the settlement of the conversion feature is into shares of Holdings' common stock and Holdings and Sirius XM became co-obligors with respect to the Exchangeable Notes. The fair value of the Exchangeable Notes in excess of the carrying amount is recorded to Sirius XM's unaudited consolidated balance sheets in Current maturities of long-term debt. Changes in fair value are recorded in Gain on change in fair value of debt instruments within Sirius XM's unaudited consolidated statements of comprehensive income. We recognized $89,110 to Gain on change in fair value of debt instruments during the three months ended March 31, 2014. The fair value in excess of the carrying value of this instrument is eliminated in Holdings' unaudited consolidated balance sheets and unaudited statements of comprehensive income. | ||||||||||||||||||||
Covenants and Restrictions | |||||||||||||||||||||
The Exchangeable Notes require compliance with certain covenants that restrict Holdings' and Sirius XM's ability to, among other things, (i) enter into certain transactions with affiliates and (ii) merge or consolidate with another person. | |||||||||||||||||||||
Under the Credit Facility, Sirius XM must comply with a debt maintenance covenant that it not exceed a total leverage ratio, calculated as total consolidated debt to consolidated operating cash flow, of 5.0 to 1.0. The Credit Facility generally requires compliance with certain covenants that restrict Sirius XM's ability to, among other things, (i) incur additional indebtedness, (ii) incur liens, (iii) pay dividends or make certain other restricted payments, investments or acquisitions, (iv) enter into certain transactions with affiliates, (v) merge or consolidate with another person, (vi) sell, assign, lease or otherwise dispose of all or substantially all of Sirius XM's assets, and (vii) make voluntary prepayments of certain debt, in each case subject to exceptions. | |||||||||||||||||||||
The indentures for our other notes restrict Sirius XM's non-guarantor subsidiaries' ability to create, assume, incur or guarantee additional indebtedness without such non-guarantor subsidiary guaranteeing each such series of notes on a pari passu basis. The 4.25% Notes, 4.625% Notes, 5.75% Notes and 5.875% Notes are also subject to covenants that, among other things, limit Sirius XM's ability and the ability of its subsidiaries to create certain liens; enter into sale/leaseback transactions; and merge or consolidate. | |||||||||||||||||||||
Under our debt agreements, the following generally constitute an event of default: (i) a default in the payment of interest; (ii) a default in the payment of principal; (iii) failure to comply with covenants; (iv) failure to pay other indebtedness after final maturity or acceleration of other indebtedness exceeding a specified amount; (v) certain events of bankruptcy; (vi) a judgment for payment of money exceeding a specified aggregate amount; and (vii) voidance of subsidiary guarantees, subject to grace periods where applicable. If an event of default occurs and is continuing, our debt could become immediately due and payable. | |||||||||||||||||||||
At March 31, 2014 and December 31, 2013, we were in compliance with our debt covenants. |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2014 | |
Equity [Abstract] | ' |
Stockholders' Equity | ' |
Stockholders’ Equity | |
Common Stock, Holdings, par value $0.001 per share | |
We were authorized to issue up to 9,000,000,000 shares of common stock as of March 31, 2014 and December 31, 2013. There were 6,073,791,343 and 6,096,220,526 shares of common stock issued and 6,058,791,343 and 6,096,220,526 shares outstanding on March 31, 2014 and December 31, 2013, respectively. | |
As of March 31, 2014, approximately 557,981,000 shares of common stock were reserved for issuance in connection with outstanding convertible debt, warrants, incentive stock based awards and common stock to be granted to third parties upon satisfaction of performance targets. | |
Stock Repurchase Program | |
Since December 2012, our board of directors has approved $4,000,000 for repurchases of our common stock. Our board of directors did not establish an end date for this stock repurchase program. Shares of common stock may be purchased from time to time on the open market and in privately negotiated transactions, including transactions with Liberty Media and its affiliates. | |
On October 9, 2013, we entered into an agreement with Liberty Media to repurchase $500,000 of our common stock from Liberty Media. Pursuant to the agreement with Liberty Media, we repurchased $160,000 of our common stock from Liberty Media in 2013. On January 23, 2014, we entered into an amendment to the agreement with Liberty Media to defer the previously scheduled $240,000 repurchase of shares of our common stock from Liberty Media from January 27, 2014 to April 25, 2014, the date of the final purchase installment under the agreement. On April 25, 2014, we completed the final purchase installment and repurchased $340,000 of our shares of common stock from Liberty Media at a price of $3.66 per share. | |
There were certain terms in the forward purchase contract that could cause the obligation not to be fulfilled. As a result, the instrument is a liability and is marked to fair value with any gain or loss recorded to Holdings' unaudited consolidated statements of comprehensive income. We recognized $27,023 to Loss on change in value of derivatives in Holdings' unaudited consolidated statements of comprehensive income during the three months ended March 31, 2014. | |
During the three months ended March 31, 2014, we repurchased 39,500,000 shares of our common stock for $128,682, including fees and commissions, on the open market. Common stock repurchases are retired upon settlement. As of March 31, 2014, $47,613 of common stock repurchases had not settled, nor been retired, and were recorded as Treasury stock within Holdings' unaudited consolidated balance sheets and unaudited consolidated statements of stockholders' equity. | |
As of March 31, 2014, $2,108,958 remained available under our stock repurchase program. | |
Share Lending Arrangements | |
To facilitate the offering of the Exchangeable Notes, we entered into share lending agreements with Morgan Stanley Capital Services Inc. and UBS AG London Branch in July 2008. All loaned shares were returned to us as of October 2011, and the share lending agreements were terminated. | |
We recorded interest expense related to the amortization of the costs associated with the share lending arrangement and other issuance costs for our Exchangeable Notes of $3,346 and $3,209 for the three months ended March 31, 2014 and 2013, respectively. As of March 31, 2014, the unamortized balance of the debt issuance costs was $9,355, with $9,150 recorded in Other current assets and $205 recorded in Related party current assets in our unaudited consolidated balance sheets. As of December 31, 2013, the unamortized balance of the debt issuance costs was $12,701, with $12,423 recorded in Other current assets, and $278 recorded in Related party current assets. These costs will continue to be amortized until the debt is terminated. | |
Common Stock, Sirius XM, par value $0.001 per share | |
We were authorized to issue up to 9,000,000,000 shares of common stock as of March 31, 2014 and December 31, 2013. Due to our corporate reorganization in November 2013, 1,000 shares of common stock of Sirius XM were issued and outstanding, and were owned by Holdings as of March 31, 2014 and December 31, 2013. | |
Preferred Stock, Holdings and Sirius XM, par value $0.001 per share | |
We were authorized to issue up to 50,000,000 shares of undesignated preferred stock as of March 31, 2014 and December 31, 2013, respectively. In January 2013, Liberty Media converted its remaining shares of the Series B Preferred Stock into 1,293,509,076 shares of our common stock. There were no shares of preferred stock issued or outstanding as of March 31, 2014 and December 31, 2013. | |
Warrants | |
We have issued warrants to purchase shares of our common stock in connection with distribution, programming and satellite purchase agreements. As of March 31, 2014 and December 31, 2013, approximately 18,455,000 warrants to acquire an equal number of shares of common stock were outstanding and fully vested. Warrants were included in our calculation of diluted net income per common share as the effect was dilutive for the three months ended March 31, 2014 and 2013. The warrants expire at various times through 2015. At March 31, 2014 and December 31, 2013, the weighted average exercise price of outstanding warrants was $2.55 per share. We did not incur warrant related expenses during the three months ended March 31, 2014 and 2013. |
Benefit_Plans
Benefit Plans | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||
Benefit Plans | ' | ||||||||||||
Benefit Plans | |||||||||||||
We recognized share-based payment expense of $18,240 and $14,518 for the three months ended March 31, 2014 and 2013, respectively. | |||||||||||||
2009 Long-Term Stock Incentive Plan | |||||||||||||
In May 2009, our stockholders approved the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (the “2009 Plan”). Employees, consultants and members of our board of directors are eligible to receive awards under the 2009 Plan. The 2009 Plan provides for the grant of stock options, restricted stock awards, restricted stock units and other stock-based awards that the compensation committee of our board of directors may deem appropriate. Vesting and other terms of stock-based awards are set forth in the agreements with the individuals receiving the awards. Stock-based awards granted under the 2009 Plan are generally subject to a vesting requirement. Stock-based awards generally expire ten years from the date of grant. Each restricted stock unit entitles the holder to receive one share of common stock upon vesting. As of March 31, 2014, approximately 78,552,000 shares of common stock were available for future grants under the 2009 Plan. | |||||||||||||
Other Plans | |||||||||||||
We maintain four other share-based benefit plans — the XM 2007 Stock Incentive Plan, the Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan, the XM 1998 Shares Award Plan and the XM Talent Option Plan. No further awards may be made under these plans and all outstanding awards are fully vested. | |||||||||||||
The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees and members of our board of directors: | |||||||||||||
For the Three Months Ended March 31, | |||||||||||||
2014 | |||||||||||||
Risk-free interest rate | 1.30% | ||||||||||||
Expected life of options — years | 3.98 | ||||||||||||
Expected stock price volatility | 36% | ||||||||||||
Expected dividend yield | 0% | ||||||||||||
There were no options granted to employees during the three months ended March 31, 2013. There were no options granted to third parties or members of our board of directors during the three months ended March 31, 2014 and 2013. We do not intend to pay regular dividends on our common stock. Accordingly, the dividend yield percentage used in the Black-Scholes-Merton option value is zero for all periods. | |||||||||||||
The following table summarizes stock option activity under our share-based plans for the three months ended March 31, 2014 (options in thousands): | |||||||||||||
Options | Weighted- | Weighted-Average | Aggregate | ||||||||||
Average | Remaining | Intrinsic | |||||||||||
Exercise | Contractual Term | Value | |||||||||||
Price | (Years) | ||||||||||||
Outstanding as of December 31, 2013 | 264,239 | $ | 2.42 | ||||||||||
Granted | 4,614 | $ | 3.67 | ||||||||||
Exercised | (5,471 | ) | $ | 1.58 | |||||||||
Forfeited, cancelled or expired | (3,927 | ) | $ | 4.85 | |||||||||
Outstanding as of March 31, 2014 | 259,455 | $ | 2.43 | 7.02 | $ | 262,756 | |||||||
Exercisable as of March 31, 2014 | 109,628 | $ | 2.15 | 5.18 | $ | 154,006 | |||||||
The weighted average grant date fair value of options granted during the three months ended March 31, 2014 was $1.08. The total intrinsic value of stock options exercised during the three months ended March 31, 2014 and 2013 was $11,528 and $13,616, respectively. During the three months ended March 31, 2014, the number of shares which were issued as a result of stock option exercises was 2,070,816. | |||||||||||||
We recognized share-based payment expense associated with stock options of $16,615 and $14,518 for the three months ended March 31, 2014 and 2013, respectively. | |||||||||||||
The following table summarizes the nonvested restricted stock unit activity under our share-based plans for the three months ended March 31, 2014 (shares in thousands): | |||||||||||||
Shares | Grant Date Fair Value | ||||||||||||
Nonvested as of December 31, 2013 | 6,984 | $ | 3.58 | ||||||||||
Granted | 270 | $ | 3.7 | ||||||||||
Vested restricted stock units | — | $ | — | ||||||||||
Forfeited | (39 | ) | $ | 3.61 | |||||||||
Nonvested as of March 31, 2014 | 7,215 | $ | 3.58 | ||||||||||
The total intrinsic value of restricted stock units that vested during the three months ended March 31, 2014 and 2013 was $0 and $605, respectively. The weighted average grant date fair value of restricted stock units granted during the three months ended March 31, 2014 was $3.70. We recognized share-based payment expense associated with restricted stock units of $1,625 during the three months ended March 31, 2014. We did not grant any restricted stock units or recognize any share-based payment expense associated with restricted stock units during the three months ended March 31, 2013. | |||||||||||||
Total unrecognized compensation costs related to unvested share-based payment awards for stock options, restricted stock units and shares granted to employees and members of our board of directors at March 31, 2014 and December 31, 2013, net of estimated forfeitures, were $152,199 and $164,292, respectively. The total unrecognized compensation costs at March 31, 2014 are expected to be recognized over a weighted-average period of 3 years. | |||||||||||||
401(k) Savings Plan | |||||||||||||
Sirius XM sponsors the Sirius XM Radio Inc. 401(k) Savings Plan (the “Sirius XM Plan”) for eligible employees. The Sirius XM Plan allows eligible employees to voluntarily contribute from 1% to 50% of their pre-tax eligible earnings, subject to certain defined limits. We match 50% of an employee’s voluntary contributions per pay period on the first 6% of an employee’s pre-tax salary up to a maximum of 3% of eligible compensation. Employer matching contributions under the Sirius XM Plan vest at a rate of 33.33% for each year of employment and are fully vested after three years of employment for all current and future contributions. Beginning in January 2014, our cash employer matching contributions are no longer used to purchase shares of our common stock on the open market, unless the employee elects our common stock as their investment option for this contribution. Prior to January 2014, the cash from employer matching contributions was used to purchase shares of our common stock on the open market. During the three months ended March 31, 2014 and 2013 we contributed $1,879 and $1,419, respectively, to the Sirius XM Plan in fulfillment of our matching obligation. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |||||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Commitments and Contingencies | ' | |||||||||||||||||||||||||||
Commitments and Contingencies | ||||||||||||||||||||||||||||
The following table summarizes our expected contractual cash commitments as of March 31, 2014: | ||||||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | Total | ||||||||||||||||||||||
Debt obligations | $ | 508,030 | $ | 7,482 | $ | 4,265 | $ | 310,928 | $ | 79 | $ | 2,650,000 | $ | 3,480,784 | ||||||||||||||
Cash interest payments | 154,711 | 149,256 | 149,059 | 149,101 | 138,063 | 399,813 | 1,140,003 | |||||||||||||||||||||
Satellite and transmission | 30,172 | 14,062 | 4,326 | 3,404 | 3,992 | 16,524 | 72,480 | |||||||||||||||||||||
Programming and content | 166,602 | 223,583 | 101,917 | 74,166 | 60,150 | 108,333 | 734,751 | |||||||||||||||||||||
Marketing and distribution | 19,571 | 15,793 | 10,053 | 6,724 | 6,186 | 6,639 | 64,966 | |||||||||||||||||||||
Satellite incentive payments | 9,739 | 11,439 | 12,268 | 13,212 | 14,212 | 55,398 | 116,268 | |||||||||||||||||||||
Operating lease obligations | 28,417 | 44,158 | 37,667 | 31,232 | 29,312 | 223,660 | 394,446 | |||||||||||||||||||||
Other | 374,945 | 11,518 | 4,135 | 1,345 | 846 | 80 | 392,869 | |||||||||||||||||||||
Total (1) | $ | 1,292,187 | $ | 477,291 | $ | 323,690 | $ | 590,112 | $ | 252,840 | $ | 3,460,447 | $ | 6,396,567 | ||||||||||||||
-1 | The table does not include our reserve for uncertain tax positions, which at March 31, 2014 totaled $1,432, as the specific timing of any cash payments cannot be projected with reasonable certainty. | |||||||||||||||||||||||||||
Debt obligations. Debt obligations include principal payments on outstanding debt and capital lease obligations. | ||||||||||||||||||||||||||||
Cash interest payments. Cash interest payments include interest due on outstanding debt and capital lease payments through maturity. | ||||||||||||||||||||||||||||
Satellite and transmission. We have entered into agreements with third parties to operate and maintain the off-site satellite telemetry, tracking and control facilities and certain components of our terrestrial repeater networks. | ||||||||||||||||||||||||||||
Programming and content. We have entered into various programming agreements. Under the terms of these agreements, our obligations include fixed payments, advertising commitments and revenue sharing arrangements. Our future revenue sharing costs are dependent upon many factors and are difficult to estimate; therefore, they are not included in our minimum contractual cash commitments. | ||||||||||||||||||||||||||||
Marketing and distribution. We have entered into various marketing, sponsorship and distribution agreements to promote our brand and are obligated to make payments to sponsors, retailers, automakers and radio manufacturers under these agreements. Certain programming and content agreements also require us to purchase advertising on properties owned or controlled by the licensors. We also reimburse automakers for certain engineering and development costs associated with the incorporation of satellite radios into new vehicles they manufacture. In addition, in the event certain new products are not shipped by a distributor to its customers within 90 days of the distributor’s receipt of goods, we have agreed to purchase and take title to the product. | ||||||||||||||||||||||||||||
Satellite incentive payments. Boeing Satellite Systems International, Inc., the manufacturer of four of our in-orbit satellites, may be entitled to future in-orbit performance payments with respect to two satellites used in the XM system, XM-3 and XM-4, based on the expected operating performance exceeding their fifteen-year design life. Boeing may also be entitled to an additional $10,000 if our XM-4 satellite continues to operate above baseline specifications during the five years beyond the satellite’s fifteen-year design life. | ||||||||||||||||||||||||||||
Space Systems/Loral, the manufacturer of six of our in-orbit satellites, may be entitled to future in-orbit performance payments with respect to three of our satellites, XM-5, FM-5 and FM-6, based on their expected operating performance exceeding their fifteen-year design life. | ||||||||||||||||||||||||||||
Operating lease obligations. We have entered into both cancelable and non-cancelable operating leases for office space, equipment and terrestrial repeaters. These leases provide for minimum lease payments, additional operating expense charges, leasehold improvements and rent escalations that have initial terms ranging from one to fifteen years, and certain leases have options to renew. The effect of the rent holidays and rent concessions are recognized on a straight-line basis over the lease term, including reasonably assured renewal periods. | ||||||||||||||||||||||||||||
Other. We have entered into various agreements with third parties for general operating purposes. In addition to the minimum contractual cash commitments described above, we have entered into agreements with other variable cost arrangements. These future costs are dependent upon many factors, including subscriber growth, and are difficult to anticipate; however, these costs may be substantial. We may enter into additional programming, distribution, marketing and other agreements that contain similar variable cost provisions. | ||||||||||||||||||||||||||||
We do not have any other significant off-balance sheet financing arrangements that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources. | ||||||||||||||||||||||||||||
Legal Proceedings | ||||||||||||||||||||||||||||
State Consumer Investigations. A Multistate Working Group of 32 State Attorneys General, led by the Attorney General of the State of Ohio, is investigating certain of our consumer practices. The investigation focuses on practices relating to the cancellation of subscriptions; automatic renewal of subscriptions; charging, billing, collecting, and refunding or crediting of payments from consumers; and soliciting customers. | ||||||||||||||||||||||||||||
A separate investigation into our consumer practices is being conducted by the Attorneys General of the State of Florida and the State of New York. We are cooperating with these investigations and believe our consumer practices comply with all applicable federal and state laws and regulations. | ||||||||||||||||||||||||||||
In our opinion, the result of these investigations, including a possible settlement, will likely not have a material adverse effect on our business, financial condition or results of operations. | ||||||||||||||||||||||||||||
Other Matters. In the ordinary course of business, we are a defendant in various other lawsuits and arbitration proceedings, including derivative actions; actions filed by subscribers, both on behalf of themselves and on a class action basis; former employees; parties to contracts or leases; and owners of patents, trademarks, copyrights or other intellectual property. None of these matters, in our opinion, is likely to have a material adverse effect on our business, financial condition or results of operations. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
Holdings files a consolidated federal income tax return with its wholly-owned subsidiaries. Income tax expense for the three months ended March 31, 2014 and 2013 was $76,748 and $79,040, respectively. | |
We estimate Holdings' annual effective tax rate for the year ending December 31, 2014 will be 39.0%. Our effective tax rate for the three months ended March 31, 2014 was 45.0% due to the impact of the loss on the change in fair value of the derivative related to the share repurchase agreement. | |
As of March 31, 2014, there remained a valuation allowance related to deferred tax assets of $7,699 that were not likely to be realized due to certain state net operating loss limitations and acquired net operating losses that we were not more likely than not going to utilize. | |
The increased ownership in us by Liberty Media to over 50% of our outstanding common stock did not create a change of control under Section 382 of the Internal Revenue Code. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
Stock Repurchase Program | |
For the period from April 1, 2014 to April 25, 2014, we repurchased 25,247,342 shares of our common stock for an aggregate purchase price of $81,318, including fees and commissions, on the open market. | |
Stock Repurchase Agreement with Liberty Media | |
On April 25, 2014, pursuant to the terms of the share repurchase agreement with Liberty Media, as amended, we repurchased 92,888,561 shares of our common stock for $340,000 from Liberty Media at a price of $3.66 per share. | |
As of April 25, 2014, $1,687,640 remained available under our stock repurchase program. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Goodwill | ' |
Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. Our annual impairment assessment is performed as of the fourth quarter of each year, and an assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. If the carrying value of goodwill exceeds its fair value, an impairment loss is recognized. | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments | |
For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are based on unadjusted quoted prices in active markets for identical instruments. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. | |
Earnings Per Share | ' |
Basic net income per common share is calculated by dividing the income available to common stockholders by the weighted average common shares outstanding during each reporting period. Diluted net income per common share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents (convertible debt, warrants, stock options and restricted stock units) were exercised or converted into common stock, calculated using the treasury stock method. | |
Accounts Receivable | ' |
Accounts receivable, net, are stated at amounts due from customers net of an allowance for doubtful accounts. Our allowance for doubtful accounts is based upon our assessment of various factors. We consider historical experience, the age of the receivable balances, current economic conditions and other factors that may affect the counterparty’s ability to pay. Bad debt expense is included in Customer service and billing expense in our unaudited consolidated statements of comprehensive income. | |
Accounts Receivable from Distributors | ' |
Receivables from distributors include billed and unbilled amounts due from OEMs for services included in the sale or lease price of vehicles, as well as billed amounts due from retailers. We have not established an allowance for doubtful accounts for our receivables from distributors as we have historically not experienced any significant collection issues with OEMs. | |
Inventory | ' |
Inventory consists of finished goods, refurbished goods, chip sets and other raw material components used in manufacturing radios. Inventory is stated at the lower of cost or market. We record an estimated allowance for inventory that is considered slow moving or obsolete or whose carrying value is in excess of net realizable value. The provision related to products purchased for resale in our direct to consumer distribution channel and components held for resale by us is reported as a component of Cost of equipment in our unaudited consolidated statements of comprehensive income. The provision related to inventory consumed in our OEM and retail distribution channel is reported as a component of Subscriber acquisition costs in our unaudited consolidated statements of comprehensive income. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | |||||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | |||||||||||||||||||||||||||
Our assets and liabilities measured at fair value are as follows: | ||||||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total Fair Value | Level 1 | Level 2 | Level 3 | Total Fair Value | |||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||
Sirius XM Canada Holdings Inc. ("Sirius XM Canada") - investment (a) | $ | 369,800 | — | — | $ | 369,800 | $ | 432,200 | — | — | $ | 432,200 | ||||||||||||||||
Sirius XM Canada - fair value of host contract of debenture (b) | $ | — | — | — | $ | — | $ | — | — | 3,641 | $ | 3,641 | ||||||||||||||||
Sirius XM Canada - fair value of embedded derivative of debenture (b) | $ | — | — | — | $ | — | $ | — | — | 57 | $ | 57 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||
Debt (c) | $ | — | 3,905,871 | — | $ | 3,905,871 | $ | — | 4,066,755 | — | $ | 4,066,755 | ||||||||||||||||
Share Repurchase Agreement (d) | $ | — | 42,725 | — | $ | 42,725 | $ | — | 15,702 | — | $ | 15,702 | ||||||||||||||||
(a) | This amount approximates fair value. The carrying value of our investment in Sirius XM Canada was $30,691 and $26,972 as of March 31, 2014 and December 31, 2013, respectively. | |||||||||||||||||||||||||||
(b) | As of December 31, 2013, we held an investment in CAD $4,000 face value of 8% convertible unsecured subordinated debentures issued by Sirius XM Canada for which the embedded conversion feature was bifurcated from the host contract. Sirius XM Canada redeemed and converted the debentures during the three months ended March 31, 2014. | |||||||||||||||||||||||||||
(c) | The fair value for non-publicly traded instruments is based upon estimates from a market maker and brokerage firm. Refer to Note 13 for information related to the carrying value of debt as of March 31, 2014 and December 31, 2013. | |||||||||||||||||||||||||||
(d) | The fair value of the share repurchase agreement is determined using observable inputs, including the U.S. spot LIBOR curve and other available market data. The fair value of the derivative associated with the share repurchase agreement with Liberty Media is recorded in Holdings' unaudited consolidated balance sheets in Related party current liabilities, with changes in fair value recorded to Holdings' unaudited statements of comprehensive income. |
Earnings_per_Share_Tables
Earnings per Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Earnings per Share | ' | |||||||
Common stock equivalents of approximately 386,975,000 and 349,681,000 for the three months ended March 31, 2014 and 2013, respectively, were excluded from the calculation of diluted net income per common share as the effect would have been anti-dilutive. | ||||||||
For the Three Months Ended March 31, | ||||||||
(in thousands, except per share data) | 2014 | 2013 | ||||||
Numerator: | ||||||||
Net income | $ | 93,988 | $ | 123,602 | ||||
Less: | ||||||||
Allocation of undistributed income to Series B Preferred Stock | — | (4,905 | ) | |||||
Net income available to common stockholders for basic net income per common share | $ | 93,988 | $ | 118,697 | ||||
Add back: | ||||||||
Allocation of undistributed income to Series B Preferred Stock | — | 4,905 | ||||||
Net income available to common stockholders for diluted net income per common share | $ | 93,988 | $ | 123,602 | ||||
Denominator: | ||||||||
Weighted average common shares outstanding for basic net income per common share | 6,094,784 | 6,259,803 | ||||||
Weighted average impact of assumed Series B Preferred Stock conversion | — | 258,702 | ||||||
Weighted average impact of other dilutive equity instruments | 79,064 | 87,771 | ||||||
Weighted average shares for diluted net income per common share | 6,173,848 | 6,606,276 | ||||||
Net income per common share: | ||||||||
Basic | $ | 0.02 | $ | 0.02 | ||||
Diluted | $ | 0.02 | $ | 0.02 | ||||
Accounts_Receivable_net_Tables
Accounts Receivable, net (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Receivables [Abstract] | ' | |||||||
Accounts receivable, net | ' | |||||||
Accounts receivable, net, consists of the following: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Gross accounts receivable | $ | 111,315 | $ | 113,015 | ||||
Allowance for doubtful accounts | (7,443 | ) | (9,078 | ) | ||||
Total accounts receivable, net | $ | 103,872 | $ | 103,937 | ||||
Receivables from distributors | ' | |||||||
Receivables from distributors consist of the following: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Billed | $ | 40,056 | $ | 38,532 | ||||
Unbilled | 49,430 | 50,443 | ||||||
Total | $ | 89,486 | $ | 88,975 | ||||
Inventory_net_Tables
Inventory, net (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Summary of inventory, net | ' | |||||||
Inventory, net, consists of the following: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Raw materials | $ | 14,269 | $ | 12,358 | ||||
Finished goods | 18,439 | 15,723 | ||||||
Allowance for obsolescence | (13,721 | ) | (14,218 | ) | ||||
Total inventory, net | $ | 18,987 | $ | 13,863 | ||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 3 Months Ended | |||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||
Summary of intangible assets | ' | |||||||||||||||||||||||||
Our intangible assets include the following: | ||||||||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | |||||||||||||||||||||||||
Weighted Average | Gross | Accumulated | Net Carrying | Gross | Accumulated | Net Carrying | ||||||||||||||||||||
Useful Lives | Carrying | Amortization | Value | Carrying | Amortization | Value | ||||||||||||||||||||
Value | Value | |||||||||||||||||||||||||
Due to the Merger: | ||||||||||||||||||||||||||
Indefinite life intangible assets: | ||||||||||||||||||||||||||
FCC licenses | Indefinite | $ | 2,083,654 | $ | — | $ | 2,083,654 | $ | 2,083,654 | $ | — | $ | 2,083,654 | |||||||||||||
Trademark | Indefinite | 250,000 | — | 250,000 | 250,000 | — | 250,000 | |||||||||||||||||||
Definite life intangible assets: | ||||||||||||||||||||||||||
Subscriber relationships | 9 years | 380,000 | (280,298 | ) | 99,702 | 380,000 | (271,372 | ) | 108,628 | |||||||||||||||||
Licensing agreements | 9.1 years | 45,289 | (20,525 | ) | 24,764 | 45,289 | (19,604 | ) | 25,685 | |||||||||||||||||
Proprietary software | 6 years | 16,552 | (13,531 | ) | 3,021 | 16,552 | (13,384 | ) | 3,168 | |||||||||||||||||
Developed technology | 10 years | 2,000 | (1,133 | ) | 867 | 2,000 | (1,083 | ) | 917 | |||||||||||||||||
Leasehold interests | 7.4 years | 132 | (101 | ) | 31 | 132 | (96 | ) | 36 | |||||||||||||||||
Due to acquisition of connected vehicle business of Agero: | ||||||||||||||||||||||||||
Definite life intangible assets: | ||||||||||||||||||||||||||
OEM relationships | 15 years | 220,000 | (6,111 | ) | 213,889 | 220,000 | (2,444 | ) | 217,556 | |||||||||||||||||
Proprietary software | 10 years | 10,663 | (613 | ) | 10,050 | 10,663 | (245 | ) | 10,418 | |||||||||||||||||
Total intangible assets | $ | 3,008,290 | $ | (322,312 | ) | $ | 2,685,978 | $ | 3,008,290 | $ | (308,228 | ) | $ | 2,700,062 | ||||||||||||
Years in which each of our licenses expires | ' | |||||||||||||||||||||||||
We hold FCC licenses to operate our satellite digital audio radio service and provide ancillary services. The following table outlines the years in which each of our licenses expires: | ||||||||||||||||||||||||||
FCC satellite licenses | Expiration year | |||||||||||||||||||||||||
SIRIUS FM-1 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-2 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-3 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-5 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-6 (1) | ||||||||||||||||||||||||||
XM-1 | 2014 | |||||||||||||||||||||||||
XM-2 (2) | ||||||||||||||||||||||||||
XM-3 | 2021 | |||||||||||||||||||||||||
XM-4 | 2014 | |||||||||||||||||||||||||
XM-5 | 2018 | |||||||||||||||||||||||||
-1 | The FCC license for our FM-6 satellite will be issued for a period of eight years, beginning on the date we certify to the FCC that the satellite has been successfully placed into orbit and that the operations of the satellite fully conform to the terms and conditions of the space station radio authorization. | |||||||||||||||||||||||||
-2 | The FCC license for our XM-2 satellite expired on March 31, 2014. The FCC has granted us special temporary authority for six months to operate our XM-2 satellite and prepare it for deorbiting maneuvers. | |||||||||||||||||||||||||
Expected amortization expense for each of the fiscal years | ' | |||||||||||||||||||||||||
Expected amortization expense for the remaining period in 2014, each of the fiscal years 2015 through 2018 and for periods thereafter is as follows: | ||||||||||||||||||||||||||
Year ending December 31, | Amount | |||||||||||||||||||||||||
2014 (remaining) | $ | 40,932 | ||||||||||||||||||||||||
2015 | 51,700 | |||||||||||||||||||||||||
2016 | 48,545 | |||||||||||||||||||||||||
2017 | 34,882 | |||||||||||||||||||||||||
2018 | 19,463 | |||||||||||||||||||||||||
Thereafter | 156,802 | |||||||||||||||||||||||||
Total definite life intangible assets, net | $ | 352,324 | ||||||||||||||||||||||||
Interest_Costs_Tables
Interest Costs (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Interest Costs Disclosure [Abstract] | ' | |||||||
Interest costs | ' | |||||||
The following is a summary of our interest costs: | ||||||||
For the Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Interest costs charged to expense | $ | 54,092 | $ | 46,174 | ||||
Interest costs capitalized | 206 | 7,970 | ||||||
Total interest costs incurred | $ | 54,298 | $ | 54,144 | ||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and equipment, net | ' | |||||||
Property and equipment, net, consists of the following: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Satellite system | $ | 2,407,423 | $ | 2,407,423 | ||||
Terrestrial repeater network | 106,895 | 109,367 | ||||||
Leasehold improvements | 47,676 | 46,173 | ||||||
Broadcast studio equipment | 59,122 | 59,020 | ||||||
Capitalized software and hardware | 310,248 | 298,267 | ||||||
Satellite telemetry, tracking and control facilities | 64,143 | 63,944 | ||||||
Furniture, fixtures, equipment and other | 67,165 | 67,275 | ||||||
Land | 38,411 | 38,411 | ||||||
Building | 58,849 | 58,662 | ||||||
Construction in progress | 119,523 | 103,148 | ||||||
Total property and equipment | 3,279,455 | 3,251,690 | ||||||
Accumulated depreciation and amortization | (1,707,995 | ) | (1,657,116 | ) | ||||
Property and equipment, net | $ | 1,571,460 | $ | 1,594,574 | ||||
Construction in progress | ' | |||||||
Construction in progress consists of the following: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Satellite system | $ | 12,085 | $ | 11,879 | ||||
Terrestrial repeater network | 37,304 | 30,078 | ||||||
Capitalized software | 47,540 | 39,924 | ||||||
Other | 22,594 | 21,267 | ||||||
Construction in progress | $ | 119,523 | $ | 103,148 | ||||
Summary of orbiting satellites | ' | |||||||
The chart below provides certain information on these satellites: | ||||||||
Satellite Designation | Year Delivered | Estimated End of | ||||||
Depreciable Life | ||||||||
FM-1* | 2000 | 2013 | ||||||
FM-2* | 2000 | 2013 | ||||||
FM-3 | 2000 | 2015 | ||||||
FM-5 | 2009 | 2024 | ||||||
FM-6 | 2013 | 2028 | ||||||
XM-1* | 2001 | 2013 | ||||||
XM-2* | 2001 | 2013 | ||||||
XM-3 | 2005 | 2020 | ||||||
XM-4 | 2006 | 2021 | ||||||
XM-5 | 2010 | 2025 | ||||||
* Satellite was fully depreciated as of March 31, 2014 but is still in operation. |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 3 Months Ended | |||||||||||||||||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | |||||||||||||||||||||||||||||||||||||||
Summary of Related Party Balances | ' | |||||||||||||||||||||||||||||||||||||||
We had the following related party balances at March 31, 2014 and December 31, 2013: | ||||||||||||||||||||||||||||||||||||||||
Related party current assets | Related party long-term assets | Related party current liabilities | Related party long-term liabilities | Related party current debt | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||||
Liberty Media | $ | 205 | $ | 278 | $ | — | $ | — | $ | 42,982 | $ | 15,766 | $ | — | $ | — | $ | 10,970 | $ | 10,959 | ||||||||||||||||||||
Sirius XM Canada | 4,938 | 8,867 | 31,245 | 27,619 | 4,554 | 4,554 | 15,627 | 16,337 | — | — | ||||||||||||||||||||||||||||||
M-Way | — | — | 2,418 | 2,545 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Total | $ | 5,143 | $ | 9,145 | $ | 33,663 | $ | 30,164 | $ | 47,536 | $ | 20,320 | $ | 15,627 | $ | 16,337 | $ | 10,970 | $ | 10,959 | ||||||||||||||||||||
Liberty Media [Member] | ' | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | |||||||||||||||||||||||||||||||||||||||
Summary of Related Party Long Term Debt | ' | |||||||||||||||||||||||||||||||||||||||
Liberty Media has advised us that as of March 31, 2014 and December 31, 2013 it also owned the following: | ||||||||||||||||||||||||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||||||||||
7% Exchangeable Senior Subordinated Notes due 2014 | $ | 11,000 | $ | 11,000 | ||||||||||||||||||||||||||||||||||||
Less: discounts | 30 | 41 | ||||||||||||||||||||||||||||||||||||||
Total carrying value of debt | $ | 10,970 | $ | 10,959 | ||||||||||||||||||||||||||||||||||||
Sirius XM Canada [Member] | ' | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | |||||||||||||||||||||||||||||||||||||||
Schedule of Current Assets | ' | |||||||||||||||||||||||||||||||||||||||
We had the following Related party current asset balances attributable to Sirius XM Canada at March 31, 2014 and December 31, 2013: | ||||||||||||||||||||||||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||||||||||
Deferred programming costs and accrued interest | $ | 1,152 | $ | 2,782 | ||||||||||||||||||||||||||||||||||||
Chip set and other services reimbursement | 3,786 | 2,387 | ||||||||||||||||||||||||||||||||||||||
Fair value of host contract of debenture | — | 3,641 | ||||||||||||||||||||||||||||||||||||||
Fair value of embedded derivative of debenture | — | 57 | ||||||||||||||||||||||||||||||||||||||
Total | $ | 4,938 | $ | 8,867 | ||||||||||||||||||||||||||||||||||||
Schedule of Non Current Assets | ' | |||||||||||||||||||||||||||||||||||||||
Related party long-term asset balances attributable to Sirius XM Canada consisted of the following: | ||||||||||||||||||||||||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||||||||||
Non-interest bearing note, principal | $ | 364 | $ | 376 | ||||||||||||||||||||||||||||||||||||
Investment balance* | 30,691 | 26,972 | ||||||||||||||||||||||||||||||||||||||
Deferred programming costs and other receivables | 190 | 271 | ||||||||||||||||||||||||||||||||||||||
Total | $ | 31,245 | $ | 27,619 | ||||||||||||||||||||||||||||||||||||
* The investment balance included equity method goodwill and intangible assets of $25,798 and $26,161 as of March 31, 2014 and December 31, 2013, respectively. | ||||||||||||||||||||||||||||||||||||||||
Schedule of Related Party Liabilities | ' | |||||||||||||||||||||||||||||||||||||||
Related party liabilities attributable to Sirius XM Canada consisted of the following: | ||||||||||||||||||||||||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||||||||||
Deferred revenue for NHL licensing fees | $ | 1,500 | $ | 1,500 | ||||||||||||||||||||||||||||||||||||
Carrying value of deferred revenue | 18,272 | 18,966 | ||||||||||||||||||||||||||||||||||||||
Deferred revenue for software licensing fees and other | 409 | 425 | ||||||||||||||||||||||||||||||||||||||
Total | $ | 20,181 | $ | 20,891 | ||||||||||||||||||||||||||||||||||||
Revenue from Related Party Transactions | ' | |||||||||||||||||||||||||||||||||||||||
We recorded the following revenue from Sirius XM Canada as Other revenue in our unaudited consolidated statements of comprehensive income: | ||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||||||||||
Royalty income | $ | 9,060 | $ | 8,469 | ||||||||||||||||||||||||||||||||||||
Amortization of Sirius XM Canada deferred income | 694 | 694 | ||||||||||||||||||||||||||||||||||||||
Licensing fee revenue | 1,500 | 1,171 | ||||||||||||||||||||||||||||||||||||||
Advertising and other reimbursements | 106 | 415 | ||||||||||||||||||||||||||||||||||||||
Streaming revenue | 421 | — | ||||||||||||||||||||||||||||||||||||||
Total revenue from Sirius XM Canada | $ | 11,781 | $ | 10,749 | ||||||||||||||||||||||||||||||||||||
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||
Schedule of Long-term Debt Instruments | ' | ||||||||||||||||||||
Our debt as of March 31, 2014 and December 31, 2013 consisted of the following: | |||||||||||||||||||||
Carrying value at | |||||||||||||||||||||
Issuer / Borrower | Issued | Debt | Maturity Date | Interest Payable | Principal Amount | March 31, 2014 | 31-Dec-13 | ||||||||||||||
Sirius XM | Aug-08 | 7% Exchangeable | December 1, 2014 | semi-annually on June 1 and December 1 | $ | 502,370 | $ | 500,979 | $ | 500,481 | |||||||||||
(a)(b) | Senior Subordinated Notes (the "Exchangeable Notes") | ||||||||||||||||||||
Sirius XM | May-13 | 4.25% Senior Notes | May 15, 2020 | semi-annually on May 15 and November 15 | 500,000 | 494,986 | 494,809 | ||||||||||||||
(a)(c) | (the "4.25% Notes") | ||||||||||||||||||||
Sirius XM | Sep-13 | 5.875% Senior Notes | October 1, 2020 | semi-annually on April 1 and October 1 | 650,000 | 643,128 | 642,914 | ||||||||||||||
(a)(c) | (the "5.875% Notes") | ||||||||||||||||||||
Sirius XM | Aug-13 | 5.75% Senior Notes | August 1, 2021 | semi-annually on February 1 and August 1 | 600,000 | 594,644 | 594,499 | ||||||||||||||
(a)(c) | (the "5.75% Notes") | ||||||||||||||||||||
Sirius XM | Aug-12 | 5.25% Senior Secured Notes (the "5.25% Notes") | August 15, 2022 | semi-annually on February 15 and August 15 | 400,000 | 394,770 | 394,648 | ||||||||||||||
(a)(c)(d) | |||||||||||||||||||||
Sirius XM | May-13 | 4.625% Senior Notes | May 15, 2023 | semi-annually on May15 and November 15 | 500,000 | 494,767 | 494,653 | ||||||||||||||
(a)(c) | (the "4.625% Notes") | ||||||||||||||||||||
Sirius XM | Dec-12 | Senior Secured Revolving Credit Facility (the "Credit Facility") | 5-Dec-17 | variable fee paid quarterly | 1,250,000 | 310,000 | 460,000 | ||||||||||||||
(e) | |||||||||||||||||||||
Sirius XM | Various | Capital leases | Various | n/a | n/a | 18,414 | 19,591 | ||||||||||||||
Total Debt | 3,451,688 | 3,601,595 | |||||||||||||||||||
Less: total current maturities (f) | 508,486 | 507,774 | |||||||||||||||||||
Total long-term debt | $ | 2,943,202 | $ | 3,093,821 | |||||||||||||||||
(a) | The carrying value of the notes are net of the remaining unamortized original issue discount. | ||||||||||||||||||||
(b) | Sirius XM and Holdings are co-obligors with respect to the Exchangeable Notes. The Exchangeable Notes are senior subordinated obligations and rank junior in right of payment to our existing and future senior debt and equally in right of payment with our existing and future senior subordinated debt. Substantially all of our domestic wholly-owned subsidiaries guarantee our obligations under these notes on a senior subordinated basis. The Exchangeable Notes are exchangeable at any time at the option of the holder into shares of our common stock at an exchange rate of 543.1372 shares of common stock per $1,000 principal amount of the notes, which is equivalent to an approximate exchange price of $1.841 per share of common stock. During the three months ended March 31, 2014 and 2013, the common stock reserved for conversion in connection with the Exchangeable Notes was considered to be anti-dilutive in our calculation of diluted net income per share. | ||||||||||||||||||||
(c) | Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes. | ||||||||||||||||||||
(d) | On April 10, 2014, we entered into a supplemental indenture to the indenture governing the 5.25% Notes pursuant to which we agreed to grant a first priority lien on substantially all of the assets of Sirius XM and the guarantors to the holders of the Notes. The liens securing the 5.25% Notes are equal and ratable to the liens granted over such assets to secure the Credit Facility. | ||||||||||||||||||||
(e) | In December 2012, Sirius XM entered into a five-year Credit Facility with a syndicate of financial institutions for $1,250,000. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Borrowings under the Credit Facility are used for working capital and other general corporate purposes, including dividends, financing of acquisitions and share repurchases. Interest on borrowings is payable on a quarterly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility and is payable on a quarterly basis. The variable rate for the Credit Facility was 0.35% per annum as of March 31, 2014. As of March 31, 2014, $940,000 was available for future borrowing under the Credit Facility. Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our unaudited consolidated balance sheets as of March 31, 2014 due to the long-term maturity of this debt. | ||||||||||||||||||||
(f) | This balance includes $10,970 and $10,959 in related party current maturities as of March 31, 2014 and December 31, 2013, respectively. | ||||||||||||||||||||
Schedule of Debt | ' | ||||||||||||||||||||
The following table reconciles total current debt held at Holdings to the total current and long-term debt held at Sirius XM as of March 31, 2014 and December 31, 2013: | |||||||||||||||||||||
Carrying value at | |||||||||||||||||||||
March 31, 2014 | 31-Dec-13 | ||||||||||||||||||||
Total current debt at Holdings | $ | 508,486 | $ | 507,774 | |||||||||||||||||
Fair value in excess of carrying value associated with the Exchangeable Notes (a) | 389,427 | 466,815 | |||||||||||||||||||
Total current debt at Sirius XM | $ | 897,913 | $ | 974,589 | |||||||||||||||||
Total long-term debt | $ | 2,943,202 | $ | 3,093,821 | |||||||||||||||||
Total debt at Sirius XM | $ | 3,841,115 | $ | 4,068,410 | |||||||||||||||||
(a) | In connection with our corporate reorganization in November 2013, the Exchangeable Notes were amended such that the settlement of the conversion feature is into shares of Holdings' common stock and Holdings and Sirius XM became co-obligors with respect to the Exchangeable Notes. The fair value of the Exchangeable Notes in excess of the carrying amount is recorded to Sirius XM's unaudited consolidated balance sheets in Current maturities of long-term debt. Changes in fair value are recorded in Gain on change in fair value of debt instruments within Sirius XM's unaudited consolidated statements of comprehensive income. We recognized $89,110 to Gain on change in fair value of debt instruments during the three months ended March 31, 2014. The fair value in excess of the carrying value of this instrument is eliminated in Holdings' unaudited consolidated balance sheets and unaudited statements of comprehensive income. |
Benefit_Plans_Tables
Benefit Plans (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||
Fair value of options granted to employees and members of our board of directors | ' | ||||||||||||
The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees and members of our board of directors: | |||||||||||||
For the Three Months Ended March 31, | |||||||||||||
2014 | |||||||||||||
Risk-free interest rate | 1.30% | ||||||||||||
Expected life of options — years | 3.98 | ||||||||||||
Expected stock price volatility | 36% | ||||||||||||
Expected dividend yield | 0% | ||||||||||||
Stock options activity under share-based payment plans | ' | ||||||||||||
The following table summarizes stock option activity under our share-based plans for the three months ended March 31, 2014 (options in thousands): | |||||||||||||
Options | Weighted- | Weighted-Average | Aggregate | ||||||||||
Average | Remaining | Intrinsic | |||||||||||
Exercise | Contractual Term | Value | |||||||||||
Price | (Years) | ||||||||||||
Outstanding as of December 31, 2013 | 264,239 | $ | 2.42 | ||||||||||
Granted | 4,614 | $ | 3.67 | ||||||||||
Exercised | (5,471 | ) | $ | 1.58 | |||||||||
Forfeited, cancelled or expired | (3,927 | ) | $ | 4.85 | |||||||||
Outstanding as of March 31, 2014 | 259,455 | $ | 2.43 | 7.02 | $ | 262,756 | |||||||
Exercisable as of March 31, 2014 | 109,628 | $ | 2.15 | 5.18 | $ | 154,006 | |||||||
Summary of restricted stock unit activity | ' | ||||||||||||
The following table summarizes the nonvested restricted stock unit activity under our share-based plans for the three months ended March 31, 2014 (shares in thousands): | |||||||||||||
Shares | Grant Date Fair Value | ||||||||||||
Nonvested as of December 31, 2013 | 6,984 | $ | 3.58 | ||||||||||
Granted | 270 | $ | 3.7 | ||||||||||
Vested restricted stock units | — | $ | — | ||||||||||
Forfeited | (39 | ) | $ | 3.61 | |||||||||
Nonvested as of March 31, 2014 | 7,215 | $ | 3.58 | ||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | |||||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Expected contractual cash commitments | ' | |||||||||||||||||||||||||||
The following table summarizes our expected contractual cash commitments as of March 31, 2014: | ||||||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | Total | ||||||||||||||||||||||
Debt obligations | $ | 508,030 | $ | 7,482 | $ | 4,265 | $ | 310,928 | $ | 79 | $ | 2,650,000 | $ | 3,480,784 | ||||||||||||||
Cash interest payments | 154,711 | 149,256 | 149,059 | 149,101 | 138,063 | 399,813 | 1,140,003 | |||||||||||||||||||||
Satellite and transmission | 30,172 | 14,062 | 4,326 | 3,404 | 3,992 | 16,524 | 72,480 | |||||||||||||||||||||
Programming and content | 166,602 | 223,583 | 101,917 | 74,166 | 60,150 | 108,333 | 734,751 | |||||||||||||||||||||
Marketing and distribution | 19,571 | 15,793 | 10,053 | 6,724 | 6,186 | 6,639 | 64,966 | |||||||||||||||||||||
Satellite incentive payments | 9,739 | 11,439 | 12,268 | 13,212 | 14,212 | 55,398 | 116,268 | |||||||||||||||||||||
Operating lease obligations | 28,417 | 44,158 | 37,667 | 31,232 | 29,312 | 223,660 | 394,446 | |||||||||||||||||||||
Other | 374,945 | 11,518 | 4,135 | 1,345 | 846 | 80 | 392,869 | |||||||||||||||||||||
Total (1) | $ | 1,292,187 | $ | 477,291 | $ | 323,690 | $ | 590,112 | $ | 252,840 | $ | 3,460,447 | $ | 6,396,567 | ||||||||||||||
-1 | The table does not include our reserve for uncertain tax positions, which at March 31, 2014 totaled $1,432, as the specific timing of any cash payments cannot be projected with reasonable certainty. |
Business_Basis_of_Presentation1
Business & Basis of Presentation (Details) | 3 Months Ended |
Mar. 31, 2014 | |
Line | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Number of satellite radio systems | 2 |
Minimum [Member] | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' |
Length of prepaid subscriptions, term | '3 months |
Maximum [Member] | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' |
Length of prepaid subscriptions, term | '12 months |
Business_Basis_of_Presentation2
Business & Basis of Presentation (Details 1) | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 |
Common Stock [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | Sirius XM Radio Inc. | |
Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | |||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' |
Related party ownership percentage (greater than 50%) | 50.00% | ' | ' | ' | ' | ' |
Interest rate on instrument | ' | 7.00% | 7.00% | 7.00% | 7.00% | 7.00% |
Acquisitions_Details
Acquisitions (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ' | ' | ' |
Acquisition of business, net of cash acquired | ($1,144) | $0 | ' |
Goodwill | 2,203,409 | ' | 2,204,553 |
Agero, Inc. [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Acquisition of business, net of cash acquired | -1,144 | ' | ' |
Decrease in goodwill due to working capital adjustment | 1,144 | ' | ' |
Goodwill | $388,318 | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | ||||||||||||
In Thousands, unless otherwise specified | USD ($) | USD ($) | Level 2 [Member] | Level 2 [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Related Party Current Liabilities [Member] | Related Party Current Liabilities [Member] | Related Party Current Liabilities [Member] | Related Party Current Liabilities [Member] | 8% Convertible Unsecured Subordinated Debentures [Member] | ||||||||||||
USD ($) | USD ($) | USD ($) | USD ($) | Level 1 [Member] | Level 1 [Member] | Level 3 [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Sirius XM Canada [Member] | |||||||||||||||
USD ($) | USD ($) | USD ($) | Sirius XM Holdings Inc. [Member] | Sirius XM Holdings Inc. [Member] | Level 2 [Member] | Level 2 [Member] | CAD | |||||||||||||||||||
USD ($) | USD ($) | Sirius XM Holdings Inc. [Member] | Sirius XM Holdings Inc. [Member] | |||||||||||||||||||||||
USD ($) | USD ($) | |||||||||||||||||||||||||
Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Investment balance, fair value | ' | ' | ' | ' | $369,800 | [1] | $432,200 | [1] | $369,800 | [1] | $432,200 | [1] | ' | ' | ' | ' | ' | ' | ||||||||
Fair value of host contract of debenture | ' | ' | ' | ' | 0 | 3,641 | [2] | ' | ' | 3,641 | ' | ' | ' | ' | ' | |||||||||||
Fair Value of Embedded Derivative Related to Investment in Debenture, Current | ' | ' | ' | ' | 0 | 57 | [2] | ' | ' | 57 | ' | ' | ' | ' | ' | |||||||||||
Liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Debt, fair value | 3,905,871 | [3] | 4,066,755 | [3] | 3,905,871 | [3] | 4,066,755 | [3] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Derivatives asset (liability), fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42,725 | [4] | 15,702 | [4] | 42,725 | [4] | 15,702 | [4] | ' | ||||||||
Investment balance, carrying value | ' | ' | ' | ' | 30,691 | [5] | 26,972 | [5] | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||
Investment in related party debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000 | ||||||||||||
Interest rate on instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ||||||||||||
[1] | This amount approximates fair value. The carrying value of our investment in Sirius XM Canada was $30,691 and $26,972 as of March 31, 2014 and December 31, 2013, respectively. | |||||||||||||||||||||||||
[2] | As of December 31, 2013, we held an investment in CAD $4,000 face value of 8% convertible unsecured subordinated debentures issued by Sirius XM Canada for which the embedded conversion feature was bifurcated from the host contract. Sirius XM Canada redeemed and converted the debentures during the three months ended March 31, 2014. | |||||||||||||||||||||||||
[3] | The fair value for non-publicly traded instruments is based upon estimates from a market maker and brokerage firm. Refer to Note 13 for information related to the carrying value of debt as of March 31, 2014 and December 31, 2013. | |||||||||||||||||||||||||
[4] | The fair value of the share repurchase agreement is determined using observable inputs, including the U.S. spot LIBOR curve and other available market data. The fair value of the derivative associated with the share repurchase agreement with Liberty Media is recorded in Holdings' unaudited consolidated balance sheets in Related party current liabilities, with changes in fair value recorded to Holdings' unaudited statements of comprehensive income. | |||||||||||||||||||||||||
[5] | The investment balance included equity method goodwill and intangible assets of $25,798 and $26,161 as of March 31, 2014 and December 31, 2013, respectively. |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details Textual) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' |
Accumulated other comprehensive loss, net of tax | $2,725,413 | ' | $2,745,742 |
Foreign currency translation adjustment (loss), net of tax | 118 | -172 | ' |
Accumulated Other Comprehensive Income (Loss) [Member] | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' |
Accumulated other comprehensive loss, net of tax | -190 | ' | -308 |
Accumulated Translation Adjustment [Member] | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' |
Reclassification adjustment for foreign currency translation out of accumulated other comprehensive income(loss) | $223 | ' | ' |
Earnings_per_Share_Details
Earnings per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Numerator: | ' | ' |
Net income | $93,988 | $123,602 |
Less: | ' | ' |
Allocation of undistributed income to Series B Preferred Stock | 0 | -4,905 |
Net income available to common stockholders for basic net income per common share | 93,988 | 118,697 |
Add back: | ' | ' |
Allocation of undistributed income to Series B Preferred Stock | 0 | 4,905 |
Net income available to common stockholders for diluted net income per common share | $93,988 | $123,602 |
Denominator: | ' | ' |
Weighted average common shares outstanding for basic net income per common share (in shares) | 6,094,784 | 6,259,803 |
Weighted average impact of assumed Series B Preferred Stock conversion (in shares) | 0 | 258,702 |
Weighted average impact of other dilutive equity instruments (in shares) | 79,064 | 87,771 |
Weighted average shares for diluted net income per common share (in shares) | 6,173,848 | 6,606,276 |
Net income per common share: | ' | ' |
Basic (in dollars per share) | $0.02 | $0.02 |
Diluted (in dollars per share) | $0.02 | $0.02 |
Earnings_per_Share_Details_Tex
Earnings per Share (Details Textual) | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Jan. 18, 2013 | Jan. 18, 2013 | Mar. 31, 2013 | |
Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | |||
Series B Preferred Stock | Common Stock [Member] | Common Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' |
Conversion of preferred stock to common stock (in shares) | ' | ' | 6,250,100 | 1,293,509,076 | 1,293,509,076 |
Anti-dilutive common stock equivalents (in shares) | 386,975,000 | 349,681,000 | ' | ' | ' |
Accounts_Receivable_net_Detail
Accounts Receivable, net (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accounts receivable, net | ' | ' |
Gross accounts receivable | $111,315 | $113,015 |
Allowance for doubtful accounts | -7,443 | -9,078 |
Total accounts receivable, net | $103,872 | $103,937 |
Accounts_Receivable_net_Detail1
Accounts Receivable, net (Details 1) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Receivables from distributors | ' | ' |
Receivables from distributors | $89,486 | $88,975 |
Billed [Member] | ' | ' |
Receivables from distributors | ' | ' |
Receivables from distributors | 40,056 | 38,532 |
Unbilled [Member] | ' | ' |
Receivables from distributors | ' | ' |
Receivables from distributors | $49,430 | $50,443 |
Inventory_net_Details
Inventory, net (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory, net | ' | ' |
Raw materials | $14,269 | $12,358 |
Finished goods | 18,439 | 15,723 |
Allowance for obsolescence | -13,721 | -14,218 |
Total inventory, net | $18,987 | $13,863 |
Goodwill_Details
Goodwill (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Goodwill [Line Items] | ' | ' |
Acquisition of business, net of cash acquired | $1,144,000 | $0 |
Impairment loss for goodwill | 0 | 0 |
Accumulated impairment of goodwill since the Merger | 4,766,190,000 | ' |
Agero, Inc. [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Acquisition of business, net of cash acquired | $1,144,000 | ' |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Summary of definite life intangible assets | ' | ' |
Accumulated amortization | ($322,312) | ($308,228) |
Net carrying value | 352,324 | ' |
Total intangible assets, Gross carrying value | 3,008,290 | 3,008,290 |
Total intangible assets, Net carrying value | 2,685,978 | 2,700,062 |
Subscriber relationships [Member] | ' | ' |
Summary of definite life intangible assets | ' | ' |
Weighted average useful lives (in years) | '9 years | ' |
Gross carrying value | 380,000 | 380,000 |
Accumulated amortization | -280,298 | -271,372 |
Net carrying value | 99,702 | 108,628 |
Licensing agreements [Member] | ' | ' |
Summary of definite life intangible assets | ' | ' |
Weighted average useful lives (in years) | '9 years 1 month 6 days | ' |
Gross carrying value | 45,289 | 45,289 |
Accumulated amortization | -20,525 | -19,604 |
Net carrying value | 24,764 | 25,685 |
Proprietary software [Member] | ' | ' |
Summary of definite life intangible assets | ' | ' |
Weighted average useful lives (in years) | '6 years | ' |
Gross carrying value | 16,552 | 16,552 |
Accumulated amortization | -13,531 | -13,384 |
Net carrying value | 3,021 | 3,168 |
Developed technology [Member] | ' | ' |
Summary of definite life intangible assets | ' | ' |
Weighted average useful lives (in years) | '10 years | ' |
Gross carrying value | 2,000 | 2,000 |
Accumulated amortization | -1,133 | -1,083 |
Net carrying value | 867 | 917 |
Leasehold interests [Member] | ' | ' |
Summary of definite life intangible assets | ' | ' |
Weighted average useful lives (in years) | '7 years 4 months 24 days | ' |
Gross carrying value | 132 | 132 |
Accumulated amortization | -101 | -96 |
Net carrying value | 31 | 36 |
FCC licenses [Member] | ' | ' |
Summary of indefinite life intangible assets | ' | ' |
Carrying value | 2,083,654 | 2,083,654 |
Trademark [Member] | ' | ' |
Summary of indefinite life intangible assets | ' | ' |
Carrying value | 250,000 | 250,000 |
Agero, Inc. [Member] | Original equipment manufacturer relationships (OEM) [Member] | ' | ' |
Summary of definite life intangible assets | ' | ' |
Weighted average useful lives (in years) | '15 years | ' |
Gross carrying value | 220,000 | 220,000 |
Accumulated amortization | -6,111 | -2,444 |
Net carrying value | 213,889 | 217,556 |
Agero, Inc. [Member] | Proprietary software [Member] | ' | ' |
Summary of definite life intangible assets | ' | ' |
Weighted average useful lives (in years) | '10 years | ' |
Gross carrying value | 10,663 | 10,663 |
Accumulated amortization | -613 | -245 |
Net carrying value | $10,050 | $10,418 |
Intangible_Assets_Details_1
Intangible Assets (Details 1) | 3 Months Ended | |
Mar. 31, 2014 | ||
SIRIUS FM-1 [Member] | ' | |
Years in which licenses expires | ' | |
Year in which our FCC license expires | '2017 | |
SIRIUS FM-2 [Member] | ' | |
Years in which licenses expires | ' | |
Year in which our FCC license expires | '2017 | |
SIRIUS FM-3 [Member] | ' | |
Years in which licenses expires | ' | |
Year in which our FCC license expires | '2017 | |
SIRIUS FM-5 [Member] | ' | |
Years in which licenses expires | ' | |
Year in which our FCC license expires | '2017 | |
SIRIUS FM-6 [Member] | ' | |
Years in which licenses expires | ' | |
Year in which our FCC license expires | ' | [1] |
Expected FCC license expiration term from date of launch | '8 years | |
XM-1 [Member] | ' | |
Years in which licenses expires | ' | |
Year in which our FCC license expires | '2014 | |
XM-2 [Member] | ' | |
Years in which licenses expires | ' | |
Year in which our FCC license expires | ' | [2] |
The number of months of temporary authority granted by the FCC to operate a satellite | '6 months | |
XM-3 [Member] | ' | |
Years in which licenses expires | ' | |
Year in which our FCC license expires | '2021 | |
XM-4 [Member] | ' | |
Years in which licenses expires | ' | |
Year in which our FCC license expires | '2014 | |
XM-5 [Member] | ' | |
Years in which licenses expires | ' | |
Year in which our FCC license expires | '2018 | |
[1] | The FCC license for our FM-6 satellite will be issued for a period of eight years, beginning on the date we certify to the FCC that the satellite has been successfully placed into orbit and that the operations of the satellite fully conform to the terms and conditions of the space station radio authorization.(2)The FCC license for our XM-2 satellite expired on March 31, 2014. The FCC has granted us special temporary authority for six months to operate our XM-2 satellite and prepare it for deorbiting maneuvers. | |
[2] | The FCC license for our XM-2 satellite expired on March 31, 2014. The FCC has granted us special temporary authority for six months to operate our XM-2 satellite and prepare it for deorbiting maneuvers. |
Intangible_Assets_Details_2
Intangible Assets (Details 2) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Expected amortization expense for each of the fiscal years | ' |
2014 (remaining) | $40,932 |
2015 | 51,700 |
2016 | 48,545 |
2017 | 34,882 |
2018 | 19,463 |
Thereafter | 156,802 |
Net carrying value | $352,324 |
Intangible_Assets_Details_Text
Intangible Assets (Details Textual) (USD $) | 3 Months Ended | 3 Months Ended | |||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Jul. 31, 2008 | Mar. 31, 2014 | Mar. 31, 2014 | |
Subscriber relationships [Member] | Licensing agreements [Member] | Trademarks [Member] | Agero, Inc. [Member] | Agero, Inc. [Member] | |||
Original equipment manufacturer relationships (OEM) [Member] | Proprietary software [Member] | ||||||
Intangible Assets (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Purchase price related to merger | ' | ' | ' | ' | $250,000,000 | ' | ' |
Impairment loss related to indefinite-lived intangibles | 0 | 0 | ' | ' | ' | ' | ' |
Intangible assets (Additional Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Weighted average useful lives (in years) | ' | ' | '9 years | '9 years 1 month 6 days | ' | '15 years | '10 years |
Amortization expense | $14,084,000 | $12,591,000 | ' | ' | ' | ' | ' |
Interest_Costs_Details
Interest Costs (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Interest Cost | ' | ' |
Interest costs charged to expense | $54,092 | $46,174 |
Interest costs capitalized | 206 | 7,970 |
Total interest costs incurred | 54,298 | 54,144 |
Interest Costs (Textual) [Abstract] | ' | ' |
Non cash interest expense included in interest costs | $5,231 | $5,442 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property and equipment, net | ' | ' |
Total property and equipment | $3,279,455 | $3,251,690 |
Accumulated depreciation and amortization | -1,707,995 | -1,657,116 |
Property and equipment, net | 1,571,460 | 1,594,574 |
Satellite system [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 2,407,423 | 2,407,423 |
Terrestrial repeater network [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 106,895 | 109,367 |
Leasehold improvements [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 47,676 | 46,173 |
Broadcast studio equipment [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 59,122 | 59,020 |
Capitalized software and hardware [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 310,248 | 298,267 |
Satellite telemetry, tracking and control facilities [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 64,143 | 63,944 |
Furniture, fixtures, equipment and other [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 67,165 | 67,275 |
Land [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 38,411 | 38,411 |
Building [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 58,849 | 58,662 |
Construction in progress [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | $119,523 | $103,148 |
Property_and_Equipment_Details1
Property and Equipment (Details 1) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Construction in progress | ' | ' |
Construction in progress | $119,523 | $103,148 |
Satellite system [Member] | ' | ' |
Construction in progress | ' | ' |
Construction in progress | 12,085 | 11,879 |
Terrestrial repeater network [Member] | ' | ' |
Construction in progress | ' | ' |
Construction in progress | 37,304 | 30,078 |
Capitalized software [Member] | ' | ' |
Construction in progress | ' | ' |
Construction in progress | 47,540 | 39,924 |
Other [Member] | ' | ' |
Construction in progress | ' | ' |
Construction in progress | $22,594 | $21,267 |
Property_and_Equipment_Details2
Property and Equipment (Details 2) | 3 Months Ended | |
Mar. 31, 2014 | ||
SIRIUS FM-1 [Member] | ' | |
Summary of orbiting satellites | ' | |
Orbiting satellites, year delivered | '2000 | [1] |
Orbiting satellites, estimated end of depreciable life | '2013 | [1] |
SIRIUS FM-2 [Member] | ' | |
Summary of orbiting satellites | ' | |
Orbiting satellites, year delivered | '2000 | [1] |
Orbiting satellites, estimated end of depreciable life | '2013 | [1] |
SIRIUS FM-3 [Member] | ' | |
Summary of orbiting satellites | ' | |
Orbiting satellites, year delivered | '2000 | |
Orbiting satellites, estimated end of depreciable life | '2015 | |
SIRIUS FM-5 [Member] | ' | |
Summary of orbiting satellites | ' | |
Orbiting satellites, year delivered | '2009 | |
Orbiting satellites, estimated end of depreciable life | '2024 | |
SIRIUS FM-6 [Member] | ' | |
Summary of orbiting satellites | ' | |
Orbiting satellites, year delivered | '2013 | |
Orbiting satellites, estimated end of depreciable life | '2028 | |
XM-1 [Member] | ' | |
Summary of orbiting satellites | ' | |
Orbiting satellites, year delivered | '2001 | [1] |
Orbiting satellites, estimated end of depreciable life | '2013 | [1] |
XM-2 [Member] | ' | |
Summary of orbiting satellites | ' | |
Orbiting satellites, year delivered | '2001 | [1] |
Orbiting satellites, estimated end of depreciable life | '2013 | [1] |
XM-3 [Member] | ' | |
Summary of orbiting satellites | ' | |
Orbiting satellites, year delivered | '2005 | |
Orbiting satellites, estimated end of depreciable life | '2020 | |
XM-4 [Member] | ' | |
Summary of orbiting satellites | ' | |
Orbiting satellites, year delivered | '2006 | |
Orbiting satellites, estimated end of depreciable life | '2021 | |
XM-5 [Member] | ' | |
Summary of orbiting satellites | ' | |
Orbiting satellites, year delivered | '2010 | |
Orbiting satellites, estimated end of depreciable life | '2025 | |
[1] | Satellite was fully depreciated as of March 31, 2014 but is still in operation. |
Property_and_Equipment_Details3
Property and Equipment (Details Textual) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Satellites | ||
Property, Plant and Equipment [Abstract] | ' | ' |
Depreciation expense on property and equipment | $54,183 | $54,427 |
Disposal of property and equipment | 3,500 | 12,656 |
(Loss) on disposal of assets | ($196) | ($124) |
Property and equipment (Textual) [Abstract] | ' | ' |
Number of owned satellites | 10 | ' |
Boeing Satellite Systems International [Member] | ' | ' |
Property and equipment (Textual) [Abstract] | ' | ' |
Number of owned satellites | 4 | ' |
Space Systems/Loral [Member] | ' | ' |
Property and equipment (Textual) [Abstract] | ' | ' |
Number of owned satellites | 6 | ' |
Sirius system [Member] | ' | ' |
Property and equipment (Textual) [Abstract] | ' | ' |
Number of owned satellites | 5 | ' |
XM system [Member] | ' | ' |
Property and equipment (Textual) [Abstract] | ' | ' |
Number of owned satellites | 5 | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Related Party Balances | ' | ' |
Related party current assets | $5,143 | $9,145 |
Related party long-term assets | 33,663 | 30,164 |
Related party current liabilities | 47,536 | 20,320 |
Related party long-term liabilities | 15,627 | 16,337 |
Related party current debt | 10,970 | 10,959 |
Liberty Media [Member] | ' | ' |
Related Party Balances | ' | ' |
Related party current assets | 205 | 278 |
Related party long-term assets | 0 | 0 |
Related party current liabilities | 42,982 | 15,766 |
Related party long-term liabilities | 0 | 0 |
Related party current debt | 10,970 | 10,959 |
Sirius XM Canada [Member] | ' | ' |
Related Party Balances | ' | ' |
Related party current assets | 4,938 | 8,867 |
Related party long-term assets | 31,245 | 27,619 |
Related party current liabilities | 4,554 | 4,554 |
Related party long-term liabilities | 15,627 | 16,337 |
Related party current debt | 0 | 0 |
M-Way Solutions GmbH [Member] | ' | ' |
Related Party Balances | ' | ' |
Related party current assets | 0 | 0 |
Related party long-term assets | 2,418 | 2,545 |
Related party current liabilities | 0 | 0 |
Related party long-term liabilities | 0 | 0 |
Related party current debt | $0 | $0 |
Related_Party_Transactions_Det1
Related Party Transactions (Details 1) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 |
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | |||
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | |||||||
Summary of Related party long term debt | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate on instrument | ' | ' | 7.00% | 7.00% | ' | ' | 7.00% | 7.00% |
7% Exchangeable Senior Subordinated Notes due 2014 | ' | ' | ' | ' | ' | ' | $11,000,000 | $11,000,000 |
Less: discounts | ' | ' | ' | ' | ' | ' | 30,000 | 41,000 |
Total carrying value of debt | $10,970,000 | $10,959,000 | ' | ' | $10,970,000 | $10,959,000 | $10,970,000 | $10,959,000 |
Related_Party_Transactions_Det2
Related Party Transactions (Details 2) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Related Party Transaction [Line Items] | ' | ' | |
Total | $5,143 | $9,145 | |
Sirius XM Canada [Member] | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | |
Deferred programming costs and accrued interest | 1,152 | 2,782 | |
Chip set and other services reimbursement | 3,786 | 2,387 | |
Fair value of host contract of debenture | 0 | 3,641 | [1] |
Fair value of embedded derivative of debenture | 0 | 57 | [1] |
Total | $4,938 | $8,867 | |
[1] | As of December 31, 2013, we held an investment in CAD $4,000 face value of 8% convertible unsecured subordinated debentures issued by Sirius XM Canada for which the embedded conversion feature was bifurcated from the host contract. Sirius XM Canada redeemed and converted the debentures during the three months ended March 31, 2014. |
Related_Party_Transactions_Det3
Related Party Transactions (Details 3) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Related Party Transaction [Line Items] | ' | ' | ||
Total | $33,663 | $30,164 | ||
Sirius XM Canada [Member] | ' | ' | ||
Related Party Transaction [Line Items] | ' | ' | ||
Non-interest bearing note, principal | 364 | 376 | ||
Investment balance | 30,691 | [1] | 26,972 | [1] |
Deferred programming costs and other receivables | 190 | 271 | ||
Total | 31,245 | 27,619 | ||
Investment, equity method goodwill and intangible assets | $25,798 | $26,161 | ||
[1] | The investment balance included equity method goodwill and intangible assets of $25,798 and $26,161 as of March 31, 2014 and December 31, 2013, respectively. |
Related_Party_Transactions_Det4
Related Party Transactions (Details 4) (Sirius XM Canada [Member], USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Related Party Transaction [Line Items] | ' | ' |
Deferred revenue | $20,181 | $20,891 |
Deferred revenue for NHL licensing fees [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Deferred revenue | 1,500 | 1,500 |
Carrying value of deferred revenue [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Deferred revenue | 18,272 | 18,966 |
Deferred revenue for software licensing fees [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Deferred revenue | $409 | $425 |
Related_Party_Transactions_Det5
Related Party Transactions (Details 5) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenue from SIRIUS XM Canada | ' | ' |
Amortization of Sirius XM Canada deferred income | $694 | $694 |
Sirius XM Canada [Member] | ' | ' |
Revenue from SIRIUS XM Canada | ' | ' |
Royalty income | 9,060 | 8,469 |
Amortization of Sirius XM Canada deferred income | 694 | 694 |
Licensing fee revenue | 1,500 | 1,171 |
Advertising and other reimbursements | 106 | 415 |
Streaming revenue | 421 | 0 |
Total revenue | $11,781 | $10,749 |
Related_Party_Transactions_Det6
Related Party Transactions (Details Textual 1) (USD $) | 3 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Oct. 09, 2013 | Dec. 31, 2013 | Nov. 12, 2013 | Jan. 23, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Apr. 25, 2014 | |||||
Liberty Media [Member] | Liberty Media [Member] | Common Stock [Member] | October 2013 Share Repurchase Program [Member] | October 2013 Share Repurchase Program [Member] | October 2013 Share Repurchase Program [Member] | Amended October 2013 Share Repurchase Program [Member] | Related Party Current Liabilities [Member] | Related Party Current Liabilities [Member] | Related Party Current Liabilities [Member] | Related Party Current Liabilities [Member] | Related Party Current Liabilities [Member] | Related Party Current Liabilities [Member] | Subsequent Event [Member] | ||||||||
directors | Liberty Media [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Liberty Media [Member] | Liberty Media [Member] | Sirius XM Holdings Inc. [Member] | Sirius XM Holdings Inc. [Member] | Level 2 [Member] | Level 2 [Member] | Amended October 2013 Share Repurchase Program [Member] | |||||||||
Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Sirius XM Holdings Inc. [Member] | Sirius XM Holdings Inc. [Member] | Common Stock [Member] | |||||||||||||
Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Related party ownership percentage (greater than 50%) | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Number of related party members on the board of directors | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Stock repurchase program, authorized amount | ' | ' | ' | ' | ' | ' | $500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Stock repurchased and retired during period, value | ' | ' | ' | ' | ' | ' | ' | 160,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 340,000,000 | ||||
Deferred repurchase amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 240,000,000 | ' | ' | ' | ' | ' | ' | ' | ||||
Share price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $3.66 | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Interest payable, current | 57,376,000 | ' | 42,085,000 | ' | ' | ' | ' | ' | ' | ' | 257,000 | 64,000 | ' | ' | ' | ' | ' | ||||
Derivatives asset (liability), fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -42,725,000 | [1] | -15,702,000 | [1] | -42,725,000 | [1] | -15,702,000 | [1] | ' |
Interest expense associated with debt | $54,092,000 | $46,174,000 | ' | $277,000 | $4,677,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
[1] | The fair value of the share repurchase agreement is determined using observable inputs, including the U.S. spot LIBOR curve and other available market data. The fair value of the derivative associated with the share repurchase agreement with Liberty Media is recorded in Holdings' unaudited consolidated balance sheets in Related party current liabilities, with changes in fair value recorded to Holdings' unaudited statements of comprehensive income. |
Related_Party_Transactions_Det7
Related Party Transactions (Details Textual 2) | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2005 | Jul. 31, 2008 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
USD ($) | USD ($) | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Related Party Class A Stock [Member] | 8% Convertible Unsecured Subordinated Debentures [Member] | Quarterly Dividend [Member] | Quarterly Dividend [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | |||
CAD | USD ($) | USD ($) | ||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sirius XM Canada Class A shares owned on a converted basis (in shares) | ' | ' | ' | ' | ' | ' | 47,300,000 | ' | ' | ' |
Equity method investment, ownership percentage | ' | ' | 37.00% | ' | ' | ' | ' | ' | ' | ' |
Voting interest | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' |
Face value of 8% convertible unsecured subordinated debentures (in CAD) | ' | ' | ' | ' | ' | ' | ' | 4,000 | ' | ' |
Interest rate on instrument | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' |
Shares received on conversion of debt | ' | ' | 675,675 | ' | ' | ' | ' | ' | ' | ' |
Increase in investment in related party debt | ' | ' | 5,125 | ' | ' | ' | ' | ' | ' | ' |
Gain on conversion of debt | ' | ' | 1,251 | ' | ' | ' | ' | ' | ' | ' |
Dividend received from unconsolidated entity investment | 4,222 | 9,674 | ' | ' | ' | ' | ' | ' | 4,445 | 3,752 |
Initial agreement period with XM Canada | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' |
Number of additional years XM Canada has to extend the agreements under unilateral option | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' |
Royalty for all subscriber fees earned by related party | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' |
Obligation of XM Canada to pay us for the rights to broadcast and market National Hockey League games | ' | ' | ' | ' | 70,300 | ' | ' | ' | ' | ' |
Term of obligation of XM Canada for the rights to broadcast and market the National Hockey League | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' |
Estimated fair value of deferred revenue from XM Canada | ' | ' | ' | ' | ' | 34,000 | ' | ' | ' | ' |
The Company's share of related party net income (loss) | 4,326 | 1,345 | 4,689 | 1,708 | ' | ' | ' | ' | ' | ' |
Amortization expense related to equity method intangible assets | $14,084 | $12,591 | $363 | $363 | ' | ' | ' | ' | ' | ' |
Related_Party_Transactions_Det8
Related Party Transactions (Details Textual 3) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Nov. 04, 2013 |
M-Way Solutions GmbH [Member] | M-Way Solutions GmbH [Member] | |||
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Equity method investment, ownership percentage | ' | ' | ' | 30.00% |
Equity method investment, option to purchase, remaining ownership percentage | ' | ' | ' | 70.00% |
Investment balance | ' | ' | $2,418 | ' |
The Company's share of related party net income (loss) | $4,326 | $1,345 | ($127) | ' |
Investments_Details
Investments (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Investments, All Other Investments [Abstract] | ' | ' |
Long-term restricted investments | $5,718 | $5,718 |
Debt_Details
Debt (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||||||||||||||
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | |||||||||||||||||||
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | 4.25% Senior Notes Due 2020 [Member] | 4.25% Senior Notes Due 2020 [Member] | 5.875% Senior Notes due 2020 [Member] | 5.875% Senior Notes due 2020 [Member] | 5.75% Senior Notes due 2021 [Member] | 5.75% Senior Notes due 2021 [Member] | 5.25% Senior Notes due 2022 [Member] | 5.25% Senior Notes due 2022 [Member] | 4.625% Senior Notes Due 2023 [Member] | 4.625% Senior Notes Due 2023 [Member] | Senior Secured Revolving Credit Facility [Member] | Senior Secured Revolving Credit Facility [Member] | Senior Secured Revolving Credit Facility [Member] | |||||||||||||||||||||||
Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Interest rate on instrument | ' | ' | 7.00% | 7.00% | ' | ' | 7.00% | ' | 4.25% | ' | 5.88% | ' | 5.75% | ' | 5.25% | ' | 4.63% | ' | ' | ' | ' | ||||||||||||||||
7% Exchangeable Senior Subordinated Notes due 2014 | ' | ' | ' | ' | ' | ' | $502,370,000 | [1],[2] | $502,370,000 | [1],[2] | $500,000,000 | [1],[3] | $500,000,000 | [1],[3] | $650,000,000 | [1],[3] | $650,000,000 | [1],[3] | $600,000,000 | [1],[3] | $600,000,000 | [1],[3] | $400,000,000 | [1],[3],[4] | $400,000,000 | [1],[3],[4] | $500,000,000 | [1],[3] | $500,000,000 | [1],[3] | ' | ' | ' | ||||
Credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,250,000,000 | [5] | 1,250,000,000 | [5] | 1,250,000,000 | ||||||||||||||
Debt carrying value | ' | ' | ' | ' | ' | ' | 500,979,000 | [1],[2] | 500,481,000 | [1],[2] | 494,986,000 | [1],[3] | 494,809,000 | [1],[3] | 643,128,000 | [1],[3] | 642,914,000 | [1],[3] | 594,644,000 | [1],[3] | 594,499,000 | [1],[3] | 394,770,000 | [1],[3],[4] | 394,648,000 | [1],[3],[4] | 494,767,000 | [1],[3] | 494,653,000 | [1],[3] | 310,000,000 | [5] | 460,000,000 | [5] | ' | ||
Capital leases | ' | ' | ' | ' | 18,414,000 | 19,591,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Total Debt | 3,451,688,000 | 3,601,595,000 | ' | ' | 3,841,115,000 | 4,068,410,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Less: total current maturities | 508,486,000 | [6] | 507,774,000 | [6] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||
Total long-term debt | $2,943,202,000 | $3,093,821,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
[1] | The carrying value of the notes are net of the remaining unamortized original issue discount. | ||||||||||||||||||||||||||||||||||||
[2] | Sirius XM and Holdings are co-obligors with respect to the Exchangeable Notes. The Exchangeable Notes are senior subordinated obligations and rank junior in right of payment to our existing and future senior debt and equally in right of payment with our existing and future senior subordinated debt. Substantially all of our domestic wholly-owned subsidiaries guarantee our obligations under these notes on a senior subordinated basis. The Exchangeable Notes are exchangeable at any time at the option of the holder into shares of our common stock at an exchange rate of 543.1372 shares of common stock per $1,000 principal amount of the notes, which is equivalent to an approximate exchange price of $1.841 per share of common stock. During the three months ended March 31, 2014 and 2013, the common stock reserved for conversion in connection with the Exchangeable Notes was considered to be anti-dilutive in our calculation of diluted net income per share. | ||||||||||||||||||||||||||||||||||||
[3] | Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes. | ||||||||||||||||||||||||||||||||||||
[4] | On April 10, 2014, we entered into a supplemental indenture to the indenture governing the 5.25% Notes pursuant to which we agreed to grant a first priority lien on substantially all of the assets of Sirius XM and the guarantors to the holders of the Notes. The liens securing the 5.25% Notes are equal and ratable to the liens granted over such assets to secure the Credit Facility. | ||||||||||||||||||||||||||||||||||||
[5] | In December 2012, Sirius XM entered into a five-year Credit Facility with a syndicate of financial institutions for $1,250,000. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Borrowings under the Credit Facility are used for working capital and other general corporate purposes, including dividends, financing of acquisitions and share repurchases. Interest on borrowings is payable on a quarterly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility and is payable on a quarterly basis. The variable rate for the Credit Facility was 0.35% per annum as of March 31, 2014. As of March 31, 2014, $940,000 was available for future borrowing under the Credit Facility. Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our unaudited consolidated balance sheets as of March 31, 2014 due to the long-term maturity of this debt. | ||||||||||||||||||||||||||||||||||||
[6] | This balance includes $10,970 and $10,959 in related party current maturities as of March 31, 2014 and December 31, 2013, respectively. |
Debt_Details_1
Debt (Details 1) (USD $) | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | ||
Debt Instrument [Line Items] | ' | ' | ' | ||
Total current debt at Holdings | $508,486 | [1] | ' | $507,774 | [1] |
Long-term debt | 2,943,202 | ' | 3,093,821 | ||
Total debt at Sirius XM | 3,451,688 | ' | 3,601,595 | ||
Sirius XM Radio Inc. [Member] | ' | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ' | ||
Total current debt at Sirius XM | 897,913 | ' | 974,589 | ||
Long-term debt | 2,943,202 | ' | 3,093,821 | ||
Total debt at Sirius XM | 3,841,115 | ' | 4,068,410 | ||
Gain on change in fair value of debt instruments | -89,110 | 0 | ' | ||
Sirius XM Radio Inc. [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | ' | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ' | ||
Gain on change in fair value of debt instruments | -89,110 | ' | ' | ||
Level 2 [Member] | Sirius XM Radio Inc. [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | ' | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ' | ||
Fair value in excess of carrying value associated with the Exchangeable Notes (a) | $389,427 | [2] | ' | $466,815 | [2] |
[1] | This balance includes $10,970 and $10,959 in related party current maturities as of March 31, 2014 and December 31, 2013, respectively. | ||||
[2] | In connection with our corporate reorganization in November 2013, the Exchangeable Notes were amended such that the settlement of the conversion feature is into shares of Holdings' common stock and Holdings and Sirius XM became co-obligors with respect to the Exchangeable Notes. The fair value of the Exchangeable Notes in excess of the carrying amount is recorded to Sirius XM's unaudited consolidated balance sheets in Current maturities of long-term debt. Changes in fair value are recorded in Gain on change in fair value of debt instruments within Sirius XM's unaudited consolidated statements of comprehensive income. We recognized $89,110 to Gain on change in fair value of debt instruments during the three months ended March 31, 2014. The fair value in excess of the carrying value of this instrument is eliminated in Holdings' unaudited consolidated balance sheets and unaudited statements of comprehensive income. |
Debt_Details_Textual
Debt (Details Textual) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2012 | Mar. 31, 2014 | Dec. 31, 2013 | ||
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | |||||
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | 4.25% Senior Notes Due 2020 [Member] | 4.625% Senior Notes Due 2023 [Member] | 5.75% Senior Notes due 2021 [Member] | 5.875% Senior Notes due 2020 [Member] | Senior Secured Revolving Credit Facility [Member] | Senior Secured Revolving Credit Facility [Member] | Senior Secured Revolving Credit Facility [Member] | |||||||||
Debt (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Number of shares for each $1,000 principal amount on conversion | ' | ' | 543.1372 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Conversion price per share (in dollars per share) | ' | ' | $1.84 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt instrument, term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ||
Credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,250,000,000 | $1,250,000,000 | [1] | $1,250,000,000 | [1] |
Credit facility, unused capacity, commitment fee percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.35% | ' | ||
Credit facility, remaining borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 940,000,000 | ' | ||
Current maturities of long-term related party debt | $10,970,000 | $10,959,000 | ' | ' | $10,970,000 | $10,959,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Maximum consolidated leverage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ||
Interest rate on instrument | ' | ' | 7.00% | 7.00% | ' | ' | 7.00% | 4.25% | 4.63% | 5.75% | 5.88% | ' | ' | ' | ||
[1] | In December 2012, Sirius XM entered into a five-year Credit Facility with a syndicate of financial institutions for $1,250,000. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Borrowings under the Credit Facility are used for working capital and other general corporate purposes, including dividends, financing of acquisitions and share repurchases. Interest on borrowings is payable on a quarterly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility and is payable on a quarterly basis. The variable rate for the Credit Facility was 0.35% per annum as of March 31, 2014. As of March 31, 2014, $940,000 was available for future borrowing under the Credit Facility. Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our unaudited consolidated balance sheets as of March 31, 2014 due to the long-term maturity of this debt. |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textual) (USD $) | 3 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Jan. 18, 2013 | Jan. 18, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Oct. 09, 2013 | Dec. 31, 2013 | Nov. 12, 2013 | Jan. 23, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Apr. 25, 2014 | Apr. 25, 2014 | |
Common Stock [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | December 2012 Share Repurchase Program [Member] | October 2013 Share Repurchase Program [Member] | October 2013 Share Repurchase Program [Member] | October 2013 Share Repurchase Program [Member] | Amended October 2013 Share Repurchase Program [Member] | Sirius XM Holdings Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Other Current Assets [Member] | Other Current Assets [Member] | Related Party Current Assets [Member] | Related Party Current Assets [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||
Series B Preferred Stock | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Amended October 2013 Share Repurchase Program [Member] | |||||||||||||
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Liberty Media [Member] | |||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Additional Stockholder's Equity (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 9,000,000,000 | ' | 9,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,000,000,000 | 9,000,000,000 | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | 6,073,791,343 | ' | 6,096,220,526 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | 1,000 | ' | ' | ' | ' | ' | ' |
Common stock, shares outstanding | 6,058,791,343 | ' | 6,096,220,526 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | 1,000 | ' | ' | ' | ' | ' | ' |
Common stock reserved for issuance | 557,981,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchase program, authorized amount | ' | ' | ' | ' | ' | ' | ' | $4,000,000,000 | $500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchased and retired during period, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | 160,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 340,000,000 |
Deferred repurchase amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 240,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining amount authorized under the stock repurchase program | 2,108,958,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,687,640,000 | ' |
Share price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.66 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on change in value of derivatives | 27,023,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,023,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock repurchased (in shares) | ' | ' | ' | 39,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock repurchased | 128,682,000 | ' | ' | 128,682,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Treasury stock | -47,613,000 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of costs related to share-lending arrangement and other issuance costs | 3,346,000 | 3,209,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized, debt issuance costs | $9,355,000 | ' | $12,701,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9,150,000 | $12,423,000 | $205,000 | $278,000 | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' |
Undesignated preferred stock, shares authorized | 50,000,000 | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | 50,000,000 | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' |
Conversion of preferred stock to common stock (in shares) | ' | ' | ' | ' | 6,250,100 | 1,293,509,076 | 1,293,509,076 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants outstanding | 18,455,000 | ' | 18,455,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price on outstanding warrants | 2.55 | ' | 2.55 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Benefit_Plans_Details
Benefit Plans (Details) (Employee Stock Option [Member]) | 3 Months Ended |
Mar. 31, 2014 | |
Employee Stock Option [Member] | ' |
Fair value of options granted to employees and members of our board of directors | ' |
Risk-free interest rate | 1.30% |
Expected life of options — years | '3 years 11 months 23 days |
Expected stock price volatility | 36.00% |
Expected dividend yield | 0.00% |
Benefit_Plans_Details_1
Benefit Plans (Details 1) (Employee Stock Option [Member], USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 |
Employee Stock Option [Member] | ' |
Options | ' |
Outstanding, options, beginning balance (in shares) | 264,239,000 |
Granted, options (in shares) | 4,614,000 |
Exercised, options (in shares) | -5,471,000 |
Forfeited, cancelled or expired, options (in shares) | -3,927,000 |
Outstanding, options, ending balance (in shares) | 259,455,000 |
Exercisable, options (in shares) | 109,628,000 |
Weighted- Average Exercise Price | ' |
Outstanding, weighted-average exercise price, beginning balance (in dollars per share) | $2.42 |
Granted, weighted-average exercise price (in dollars per share) | $3.67 |
Exercised, weighted-average exercise price (in dollars per share) | $1.58 |
Forfeited, cancelled or expired, weighted-average exercise price (in dollars per share) | $4.85 |
Outstanding, weighted-average exercise price, ending balance (in dollars per share) | $2.43 |
Exercisable, weighted-average exercise price (in dollars per share) | $2.15 |
Outstanding, weighted average remaining contractual term | '7 years 6 days |
Exercisable, weighted average remaining contractual term | '5 years 2 months 5 days |
Outstanding, aggregate intrinsic value | $262,756 |
Exercisable, aggregate intrinsic value | $154,006 |
Benefit_Plans_Details_2
Benefit Plans (Details 2) (Restricted Stock Units (RSUs) [Member], USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Restricted Stock Units (RSUs) [Member] | ' |
Nonvested restricted stock unit activity, shares | ' |
Nonvested, shares, beginning balance | 6,984,000 |
Granted, shares | 270,000 |
Vested, shares | 0 |
Forfeited, shares | -39,000 |
Nonvested, shares, ending balance | 7,215,000 |
Nonvested restricted stock unit activity, grant date fair value | ' |
Nonvested, grant date fair value, beginning | $3.58 |
Granted, grant date fair value | $3.70 |
Vested, grant date fair value | $0 |
Forfeited, grant date fair value | $3.61 |
Nonvested, grant date fair value, ending | $3.58 |
Benefit_Plans_Details_Textual
Benefit Plans (Details Textual) (USD $) | 3 Months Ended | 3 Months Ended | ||||||||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
plans | Third Parties [Member] | Third Parties [Member] | Restricted Stock Units RSU and Stock Options [Member] | Restricted Stock Units RSU and Stock Options [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Sirius XM Savings Plan [Member] | Sirius XM Savings Plan [Member] | ||
Benefits Plans (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expense | $18,240 | $14,518 | ' | ' | ' | ' | $16,615 | $14,518 | $1,625 | ' | ' | ' |
Stock-based awards expiration term | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock conversion to common stock | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock available for future grants | 78,552,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of other share-based benefit plans | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted, options (in shares) | ' | ' | 0 | 0 | ' | ' | 4,614,000 | ' | ' | ' | ' | ' |
Weighted average grant date fair value of options granted (in dollars per share) | ' | ' | ' | ' | ' | ' | $1.08 | ' | ' | ' | ' | ' |
Total intrinsic value of stock options exercised | ' | ' | ' | ' | ' | ' | 11,528 | 13,616 | ' | ' | ' | ' |
Exercise of stock options and vesting of restricted stock units (in shares) | ' | ' | ' | ' | ' | ' | 2,070,816 | ' | ' | ' | ' | ' |
Total intrinsic value of restricted stock units that vested | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 605 | ' | ' |
Weighted average grant date fair value of restricted stock units granted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $3.70 | ' | ' | ' |
Granted, shares | ' | ' | 0 | 0 | ' | ' | ' | ' | 270,000 | ' | ' | ' |
Total unrecognized compensation costs related to unvested share based payment awards for restricted stock units, net of estimated forfeitures | ' | ' | ' | ' | 152,199 | 164,292 | ' | ' | ' | ' | ' | ' |
Weighted average expected period for recognition of compensation expenses | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' |
Minimum of employee contributions of pre-tax eligible earnings to Company 401(k) Savings Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' |
Maximum of employee contributions of pre-tax eligible earnings to Company 401(k) Savings Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' |
Percent of Company match of employee's voluntary contributions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' |
Percent of employee's pre-tax salary | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' |
Maximum annual contributions per employee, percent | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting percentage of employer contributions for each year of employment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33.33% | ' |
Savings plan, fully vested period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' |
Contributions by employer | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,879 | $1,419 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Mar. 31, 2014 | |
In Thousands, unless otherwise specified | ||
Expected contractual cash commitments | ' | |
2014 | $1,292,187 | [1] |
2015 | 477,291 | [1] |
2016 | 323,690 | [1] |
2017 | 590,112 | [1] |
2018 | 252,840 | [1] |
Thereafter | 3,460,447 | [1] |
Total | 6,396,567 | [1] |
Reserve for uncertain tax positions | 1,432 | |
Debt obligations [Member] | ' | |
Expected contractual cash commitments | ' | |
2014 | 508,030 | |
2015 | 7,482 | |
2016 | 4,265 | |
2017 | 310,928 | |
2018 | 79 | |
Thereafter | 2,650,000 | |
Total | 3,480,784 | |
Cash interest payments [Member] | ' | |
Expected contractual cash commitments | ' | |
2014 | 154,711 | |
2015 | 149,256 | |
2016 | 149,059 | |
2017 | 149,101 | |
2018 | 138,063 | |
Thereafter | 399,813 | |
Total | 1,140,003 | |
Satellite and transmission [Member] | ' | |
Expected contractual cash commitments | ' | |
2014 | 30,172 | |
2015 | 14,062 | |
2016 | 4,326 | |
2017 | 3,404 | |
2018 | 3,992 | |
Thereafter | 16,524 | |
Total | 72,480 | |
Programming and content [Member] | ' | |
Expected contractual cash commitments | ' | |
2014 | 166,602 | |
2015 | 223,583 | |
2016 | 101,917 | |
2017 | 74,166 | |
2018 | 60,150 | |
Thereafter | 108,333 | |
Total | 734,751 | |
Marketing and distribution [Member] | ' | |
Expected contractual cash commitments | ' | |
2014 | 19,571 | |
2015 | 15,793 | |
2016 | 10,053 | |
2017 | 6,724 | |
2018 | 6,186 | |
Thereafter | 6,639 | |
Total | 64,966 | |
Satellite incentive payments [Member] | ' | |
Expected contractual cash commitments | ' | |
2014 | 9,739 | |
2015 | 11,439 | |
2016 | 12,268 | |
2017 | 13,212 | |
2018 | 14,212 | |
Thereafter | 55,398 | |
Total | 116,268 | |
Operating lease obligations [Member] | ' | |
Expected contractual cash commitments | ' | |
2014 | 28,417 | |
2015 | 44,158 | |
2016 | 37,667 | |
2017 | 31,232 | |
2018 | 29,312 | |
Thereafter | 223,660 | |
Total | 394,446 | |
Other [Member] | ' | |
Expected contractual cash commitments | ' | |
2014 | 374,945 | |
2015 | 11,518 | |
2016 | 4,135 | |
2017 | 1,345 | |
2018 | 846 | |
Thereafter | 80 | |
Total | $392,869 | |
[1] | The table does not include our reserve for uncertain tax positions, which at March 31, 2014 totaled $1,432, as the specific timing of any cash payments cannot be projected with reasonable certainty. |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Textual) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
attorneys | |
Satellites | |
Commitments and Contingencies (Textual) [Abstract] | ' |
Agreement term to repurchase certain products shipped to distributor from date of shipment (after 90 days) | '90 days |
Number of owned satellites | 10 |
Number of state attorneys general | 34 |
XM-5, FM-5, FM-6, XM-3, and XM-4 [Member] | ' |
Commitments and Contingencies (Textual) [Abstract] | ' |
Operating performance over design life | '15 years |
XM-4 [Member] | ' |
Commitments and Contingencies (Textual) [Abstract] | ' |
Additional payments required if XM-4 continues to operate above baseline specifications | 10,000 |
Period beyond expected operating performance of design life for XM-4 | '5 years |
Boeing Satellite Systems International [Member] | ' |
Commitments and Contingencies (Textual) [Abstract] | ' |
Number of owned satellites | 4 |
Space Systems/Loral [Member] | ' |
Commitments and Contingencies (Textual) [Abstract] | ' |
Number of owned satellites | 6 |
In-Orbit Satellite [Member] | Boeing Satellite Systems International [Member] | ' |
Commitments and Contingencies (Textual) [Abstract] | ' |
Number of owned satellites | 4 |
Number of satellites entitled to future in-orbit performance payments | 2 |
In-Orbit Satellite [Member] | Space Systems/Loral [Member] | ' |
Commitments and Contingencies (Textual) [Abstract] | ' |
Number of owned satellites | 6 |
Number of satellites entitled to future in-orbit performance payments | 3 |
Minimum [Member] | ' |
Commitments and Contingencies (Textual) [Abstract] | ' |
Operating lease obligations, term | '1 year |
Maximum [Member] | ' |
Commitments and Contingencies (Textual) [Abstract] | ' |
Operating lease obligations, term | '15 years |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2014 |
Common Stock [Member] | Scenario, Forecast [Member] | |||
Liberty Media [Member] | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Income tax expense | $76,748 | $79,040 | ' | ' |
Effective income tax percentage | 45.00% | ' | ' | 39.00% |
Valuation allowance | $7,699 | ' | ' | ' |
Related party ownership percentage (greater than 50%) | ' | ' | 50.00% | ' |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Apr. 25, 2014 | Apr. 25, 2014 | Apr. 25, 2014 | Nov. 12, 2013 |
Subsequent Event [Member] | Subsequent Event [Member] | Liberty Media [Member] | Common Stock [Member] | ||
Subsequent Event [Member] | October 2013 Share Repurchase Program [Member] | ||||
Liberty Media [Member] | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' |
Stock repurchased during period, shares | ' | ' | 25,247,342 | 92,888,561 | ' |
Stock repurchased during period, value | ' | ' | $81,318 | $340,000 | ' |
Share price (in dollars per share) | ' | ' | ' | ' | $3.66 |
Remaining amount authorized under the stock repurchase program | $2,108,958 | $1,687,640 | ' | ' | ' |