Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Jul. 25, 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 | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
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 | ' | 5,671,876,695 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenue: | ' | ' | ' | ' |
Subscriber revenue | $878,160 | $814,718 | $1,729,596 | $1,598,060 |
Advertising revenue | 25,498 | 21,757 | 47,712 | 41,968 |
Equipment revenue | 27,616 | 18,443 | 51,594 | 36,599 |
Other revenue | 104,071 | 85,192 | 204,154 | 160,881 |
Total revenue | 1,035,345 | 940,110 | 2,033,056 | 1,837,508 |
Cost of services: | ' | ' | ' | ' |
Revenue share and royalties | 200,221 | 155,859 | 395,632 | 304,390 |
Programming and content | 69,570 | 70,381 | 144,440 | 144,991 |
Customer service and billing | 90,092 | 80,290 | 181,161 | 160,684 |
Satellite and transmission | 21,272 | 19,493 | 42,651 | 39,188 |
Cost of equipment | 12,030 | 5,442 | 19,834 | 12,469 |
Subscriber acquisition costs | 124,407 | 129,992 | 247,429 | 246,103 |
Sales and marketing | 77,759 | 68,058 | 154,086 | 133,956 |
Engineering, design and development | 15,630 | 15,052 | 31,541 | 29,894 |
General and administrative | 72,582 | 60,392 | 148,825 | 116,732 |
Depreciation and amortization | 67,204 | 67,415 | 135,471 | 134,433 |
Total operating expenses | 750,767 | 672,374 | 1,501,070 | 1,322,840 |
Income from operations | 284,578 | 267,736 | 531,986 | 514,668 |
Other income (expense): | ' | ' | ' | ' |
Interest expense, net of amounts capitalized | -67,521 | -49,728 | -121,613 | -95,902 |
Loss on extinguishment of debt and credit facilities, net | 0 | -16,377 | 0 | -16,377 |
Interest and investment (loss) income | -1,066 | 294 | 3,283 | 1,932 |
Loss on change in value of derivatives | -7,463 | 0 | -34,485 | 0 |
Other (loss) income | -1,745 | 256 | -1,652 | 502 |
Total other income (expense) | -77,795 | -65,555 | -154,467 | -109,845 |
Income before income taxes | 206,783 | 202,181 | 377,519 | 404,823 |
Income tax expense | -86,822 | -76,659 | -163,570 | -155,699 |
Net income | 119,961 | 125,522 | 213,949 | 249,124 |
Foreign currency translation adjustment, net of tax | -40 | -109 | 78 | -281 |
Total comprehensive income | $119,921 | $125,413 | $214,027 | $248,843 |
Net income per common share: | ' | ' | ' | ' |
Basic (in dollars per share) | $0.02 | $0.02 | $0.04 | $0.04 |
Diluted (in dollars per share) | $0.02 | $0.02 | $0.04 | $0.04 |
Weighted average common shares outstanding: | ' | ' | ' | ' |
Basic (in shares) | 5,865,032 | 6,354,755 | 5,979,273 | 6,307,541 |
Diluted (in shares) | 6,210,078 | 6,447,517 | 6,054,771 | 6,526,698 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $169,980 | $134,805 |
Accounts receivable, net | 109,117 | 103,937 |
Receivables from distributors | 93,159 | 88,975 |
Inventory, net | 21,555 | 13,863 |
Prepaid expenses | 110,994 | 110,530 |
Related party current assets | 4,937 | 9,145 |
Deferred tax asset | 846,612 | 937,598 |
Other current assets | 13,764 | 20,160 |
Total current assets | 1,370,118 | 1,419,013 |
Property and equipment, net | 1,549,881 | 1,594,574 |
Long-term restricted investments | 5,718 | 5,718 |
Deferred financing fees, net | 13,334 | 12,604 |
Intangible assets, net | 2,672,118 | 2,700,062 |
Goodwill | 2,203,409 | 2,204,553 |
Related party long-term assets | 108 | 30,164 |
Long-term deferred tax asset | 801,079 | 868,057 |
Other long-term assets | 8,769 | 10,035 |
Total assets | 8,624,534 | 8,844,780 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 560,591 | 578,333 |
Accrued interest | 55,028 | 42,085 |
Current portion of deferred revenue | 1,635,901 | 1,586,611 |
Current portion of deferred credit on executory contracts | 3,285 | 3,781 |
Current maturities of long-term debt | 497,884 | 496,815 |
Current maturities of long-term related party debt | 10,981 | 10,959 |
Related party current liabilities | 4,961 | 20,320 |
Total current liabilities | 2,768,631 | 2,738,904 |
Deferred revenue | 144,717 | 149,026 |
Deferred credit on executory contracts | 0 | 1,394 |
Long-term debt | 4,115,429 | 3,093,821 |
Related party long-term liabilities | 15,055 | 16,337 |
Other long-term liabilities | 94,813 | 99,556 |
Total liabilities | 7,138,645 | 6,099,038 |
Commitments and contingencies (Note 16) | ' | ' |
Stockholders’ equity: | ' | ' |
Preferred stock, undesignated, par value $0.001 (liquidation preference of $0.001 per share); 50,000,000 shares authorized and 0 shares issued and outstanding at June 30, 2014 and December 31, 2013 | 0 | 0 |
Common stock, par value $0.001; 9,000,000,000 shares authorized; 5,712,347,567 and 6,096,220,526 shares issued; 5,706,347,567 and 6,096,220,526 outstanding at June 30, 2014 and December 31, 2013, respectively | 5,712 | 6,096 |
Accumulated other comprehensive loss, net of tax | -230 | -308 |
Additional paid-in capital | 7,221,372 | 8,674,129 |
Treasury stock, at cost; 6,000,000 and 0 shares of common stock at June 30, 2014 and December 31, 2013, respectively | -20,739 | 0 |
Accumulated deficit | -5,720,226 | -5,934,175 |
Total stockholders’ equity | 1,485,889 | 2,745,742 |
Total liabilities and stockholders’ equity | $8,624,534 | $8,844,780 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 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) | 5,712,347,567 | 6,096,220,526 |
Common stock, shares outstanding (in shares) | 5,706,347,567 | 6,096,220,526 |
Treasury stock (in shares) | 6,000,000 | 0 |
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 | Series B Preferred Stock [Member] |
In Thousands, except Share data, unless otherwise specified | Preferred Stock | ||||||
Beginning balance at Dec. 31, 2013 | $2,745,742 | $6,096 | ($308) | $8,674,129 | $0 | ($5,934,175) | $0 |
Beginning balance (in shares) at Dec. 31, 2013 | ' | 6,096,220,526 | ' | ' | 0 | ' | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Comprehensive income, net of tax | 214,027 | ' | 78 | ' | ' | 213,949 | ' |
Share-based payment expense | 36,027 | ' | ' | 36,027 | ' | ' | ' |
Exercise of options and vesting of restricted stock units | 260 | 4 | ' | 256 | ' | ' | ' |
Exercise of stock options and vesting of restricted stock units (in shares) | ' | 3,835,837 | ' | ' | ' | ' | ' |
Minimum withholding taxes on net share settlement of stock-based compensation | -7,452 | ' | ' | -7,452 | ' | ' | ' |
Issuance of common stock upon exercise of warrants (in shares) | ' | 99,349 | ' | ' | ' | ' | ' |
Common stock repurchased | -1,502,715 | ' | ' | -245,625 | -1,257,090 | ' | ' |
Common stock repurchased (in shares) | ' | ' | ' | ' | 393,808,145 | ' | ' |
Common stock retired | 0 | -388 | ' | -1,235,963 | 1,236,351 | ' | ' |
Common stock retired (in shares) | ' | -387,808,145 | ' | ' | -387,808,145 | ' | ' |
Ending balance (in shares) | 5,712,347,567 | 5,712,347,567 | ' | ' | ' | ' | ' |
Ending balance at Jun. 30, 2014 | $1,485,889 | $5,712 | ($230) | $7,221,372 | ($20,739) | ($5,720,226) | $0 |
Ending balance (in shares) at Jun. 30, 2014 | ' | ' | ' | ' | 6,000,000 | ' | 0 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net income | $213,949 | $249,124 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 135,471 | 134,433 |
Non-cash interest expense, net of amortization of premium | 10,779 | 10,932 |
Provision for doubtful accounts | 21,287 | 20,153 |
Amortization of deferred income related to equity method investment | -1,388 | -1,388 |
Loss on extinguishment of debt and credit facilities, net | 0 | 16,377 |
Gain on unconsolidated entity investments, net | -966 | -1,382 |
Dividend received from unconsolidated entity investment | 8,554 | 13,217 |
Loss on disposal of assets | 0 | 126 |
Loss on change in value of derivatives | -34,485 | 0 |
Share-based payment expense | 36,027 | 30,012 |
Deferred income taxes | 157,965 | 159,191 |
Other non-cash purchase price adjustments | -1,890 | -137,889 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -26,467 | -15,214 |
Receivables from distributors | -4,184 | -6,863 |
Inventory | -7,692 | 8,649 |
Related party assets | -2,388 | -205 |
Prepaid expenses and other current assets | -1,057 | -28,317 |
Other long-term assets | 1,238 | 1,353 |
Accounts payable and accrued expenses | -40,098 | -69,310 |
Accrued interest | 12,943 | 3,868 |
Deferred revenue | 44,981 | 59,116 |
Related party liabilities | 449 | 1,171 |
Other long-term liabilities | -4,702 | -5,543 |
Net cash provided by operating activities | 592,072 | 442,021 |
Cash flows from investing activities: | ' | ' |
Additions to property and equipment | -58,417 | -62,980 |
Acquisition of business, net of cash acquired | 1,144 | 0 |
Return of capital from investment in unconsolidated entity | 24,178 | 0 |
Net cash used in investing activities | -33,095 | -62,980 |
Cash flows from financing activities: | ' | ' |
Proceeds from exercise of stock options | 260 | 21,658 |
Taxes paid in lieu of shares issued for stock-based compensation | -7,313 | 0 |
Proceeds from long-term borrowings and revolving credit facility, net of costs | 1,921,230 | 1,136,640 |
Payment of premiums on redemption of debt | 0 | -14,719 |
Repayment of long-term borrowings and revolving credit facility | -905,815 | -283,180 |
Common stock repurchased and retired | -1,532,164 | -1,108,616 |
Net cash used in financing activities | -523,802 | -248,217 |
Net increase in cash and cash equivalents | 35,175 | 130,824 |
Cash and cash equivalents at beginning of period | 134,805 | 520,945 |
Cash and cash equivalents at end of period | 169,980 | 651,769 |
Cash paid during the period for: | ' | ' |
Interest, net of amounts capitalized | 92,068 | 76,540 |
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 | 20,739 | 35,173 |
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]) | Jun. 30, 2014 | Jun. 30, 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 | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Business & Basis of Presentation | ' |
Business & Basis of Presentation | |
Business | |
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 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. | |
Liberty Media Corporation ("Liberty Media") beneficially owns, directly and indirectly, over 50% of the outstanding shares of our common stock. As a result, we are a "controlled company" for the purposes of the NASDAQ corporate governance requirements. 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., interests in Charter Communications, Live Nation and minority equity investments in Time Warner Inc., Time Warner Cable, and Viacom. | |
Basis of Presentation | |
This Quarterly Report on Form 10-Q presents information for Sirius XM Holdings Inc. (“Holdings”). Holdings has no operations independent of its wholly-owned subsidiary Sirius XM Radio Inc. ("Sirius XM"). | |
The accompanying unaudited consolidated financial statements of Holdings and its subsidiaries 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. | |
All significant intercompany transactions have been eliminated in consolidation. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of our unaudited consolidated financial statements as of June 30, 2014 and for the three and six months ended June 30, 2014 and 2013 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 and six months ended June 30, 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 that do not require adjustment to our unaudited consolidated financial statements 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 | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 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, which we collected during the three months ended March 31, 2014. As of June 30, 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 | 6 Months Ended | |||||||||||||||||||||||||||
Jun. 30, 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 June 30, 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 were as follows: | ||||||||||||||||||||||||||||
June 30, 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) | $ | 310,300 | — | — | $ | 310,300 | $ | 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) | $ | — | 5,267,804 | — | $ | 5,267,804 | $ | — | 4,066,755 | — | $ | 4,066,755 | ||||||||||||||||
Share Repurchase Agreement (d) | $ | — | — | — | $ | — | $ | — | 15,702 | — | $ | 15,702 | ||||||||||||||||
(a) | This amount approximates fair value. The carrying value of our investment in Sirius XM Canada was $0 and $26,972 as of June 30, 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 our debt as of June 30, 2014 and December 31, 2013. | |||||||||||||||||||||||||||
(d) | The final installment under the share repurchase agreement with Liberty Media was settled on April 25, 2014. The fair value of the derivative associated with the share repurchase agreement was determined using observable inputs, including the U.S. spot LIBOR curve and other available market data and was recorded in our unaudited consolidated balance sheets in Related party current liabilities, with changes in fair value recorded to our unaudited statements of comprehensive income. | |||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||||||||
Accumulated other comprehensive loss of $230 at June 30, 2014 was primarily comprised of the cumulative foreign currency translation adjustments related to our interest in Sirius XM Canada. During the three and six months ended June 30, 2014, we recorded a foreign currency translation adjustment of $(40) and $78, respectively. In addition, during the six months ended June 30, 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 currency translation losses out of Accumulated other comprehensive loss and into Interest and investment (loss) income. | ||||||||||||||||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||||||||||||||
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. Accordingly, we will adopt this ASU on January 1, 2017. Companies may use either a full retrospective or a modified retrospective approach to adopt this ASU and we are currently evaluating which transition approach to use. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements. |
Earnings_per_Share
Earnings per Share | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Earnings per Share | ' | |||||||||||||||
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. We had no participating securities during the three and six months ended June 30, 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 our Series B Preferred Stock into 1,293,509,076 shares of common stock. | ||||||||||||||||
Common stock equivalents of approximately 116,655,000 and 355,918,000 for the three months ended June 30, 2014 and 2013, respectively, and 386,276,000 and 352,795,000 for the six months ended June 30, 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 June 30, | For the Six Months Ended June 30, | |||||||||||||||
(in thousands, except per share data) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Numerator: | ||||||||||||||||
Net income | $ | 119,961 | $ | 125,522 | $ | 213,949 | $ | 249,124 | ||||||||
Less: | ||||||||||||||||
Allocation of undistributed income to Series B Preferred Stock | — | — | — | (4,979 | ) | |||||||||||
Net income available to common stockholders for basic net income per common share | $ | 119,961 | $ | 125,522 | $ | 213,949 | $ | 244,145 | ||||||||
Add back: | ||||||||||||||||
Allocation of undistributed income to Series B Preferred Stock | — | — | — | 4,979 | ||||||||||||
Effect of interest on assumed conversions of convertible debt | 5,363 | — | — | — | ||||||||||||
Net income available to common stockholders for diluted net income per common share | $ | 125,324 | $ | 125,522 | $ | 213,949 | $ | 249,124 | ||||||||
Denominator: | ||||||||||||||||
Weighted average common shares outstanding for basic net income per common share | 5,865,032 | 6,354,755 | 5,979,273 | 6,307,541 | ||||||||||||
Weighted average impact of assumed Series B Preferred Stock conversion | — | — | — | 128,636 | ||||||||||||
Weighted average impact of assumed convertible debt | 272,856 | — | — | — | ||||||||||||
Weighted average impact of other dilutive equity instruments | 72,190 | 92,762 | 75,498 | 90,521 | ||||||||||||
Weighted average shares for diluted net income per common share | 6,210,078 | 6,447,517 | 6,054,771 | 6,526,698 | ||||||||||||
Net income per common share: | ||||||||||||||||
Basic | $ | 0.02 | $ | 0.02 | $ | 0.04 | $ | 0.04 | ||||||||
Diluted | $ | 0.02 | $ | 0.02 | $ | 0.04 | $ | 0.04 | ||||||||
Accounts_Receivable_net
Accounts Receivable, net | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Receivables [Abstract] | ' | |||||||
Receivables | ' | |||||||
Receivables | ||||||||
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: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Gross accounts receivable | $ | 116,703 | $ | 113,015 | ||||
Allowance for doubtful accounts | (7,586 | ) | (9,078 | ) | ||||
Total accounts receivable, net | $ | 109,117 | $ | 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 distributors and retailers of our satellite radios. 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: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Billed | $ | 41,153 | $ | 38,532 | ||||
Unbilled | 52,006 | 50,443 | ||||||
Total | $ | 93,159 | $ | 88,975 | ||||
Inventory_net
Inventory, net | 6 Months Ended | |||||||
Jun. 30, 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: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Raw materials | $ | 12,438 | $ | 12,358 | ||||
Finished goods | 20,354 | 15,723 | ||||||
Allowance for obsolescence | (11,237 | ) | (14,218 | ) | ||||
Total inventory, net | $ | 21,555 | $ | 13,863 | ||||
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 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 June 30, 2014, there were no indicators of impairment and no impairment loss was recorded for goodwill during the three and six months ended June 30, 2014 and 2013. During the six months ended June 30, 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 June 30, 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 | 6 Months Ended | |||||||||||||||||||||||||
Jun. 30, 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. 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: | ||||||||||||||||||||||||||
30-Jun-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 | (288,999 | ) | 91,001 | 380,000 | (271,372 | ) | 108,628 | |||||||||||||||||
Licensing agreements | 9.1 years | 45,289 | (21,447 | ) | 23,842 | 45,289 | (19,604 | ) | 25,685 | |||||||||||||||||
Proprietary software | 6 years | 16,552 | (13,678 | ) | 2,874 | 16,552 | (13,384 | ) | 3,168 | |||||||||||||||||
Developed technology | 10 years | 2,000 | (1,183 | ) | 817 | 2,000 | (1,083 | ) | 917 | |||||||||||||||||
Leasehold interests | 7.4 years | 132 | (105 | ) | 27 | 132 | (96 | ) | 36 | |||||||||||||||||
Due to acquisition of connected vehicle business of Agero: | ||||||||||||||||||||||||||
Definite life intangible assets: | ||||||||||||||||||||||||||
OEM relationships | 15 years | 220,000 | (9,778 | ) | 210,222 | 220,000 | (2,444 | ) | 217,556 | |||||||||||||||||
Proprietary software | 10 years | 10,663 | (982 | ) | 9,681 | 10,663 | (245 | ) | 10,418 | |||||||||||||||||
Total intangible assets | $ | 3,008,290 | $ | (336,172 | ) | $ | 2,672,118 | $ | 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 (2) | ||||||||||||||||||||||||||
XM-2 (3) | ||||||||||||||||||||||||||
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-1 satellite expired on May 31, 2014. The FCC has granted us special temporary authority for approximately six months to operate our XM-1 satellite and prepare it for deorbiting maneuvers. | |||||||||||||||||||||||||
-3 | The FCC license for our XM-2 satellite expired on March 31, 2014. The FCC has granted us special temporary authority for approximately six months to operate our XM-2 satellite and perform 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. We have filed an application to renew the license for our XM-4 satellite which expires in December 2014. That application is being processed by the FCC and we expect it will be granted in due course. | ||||||||||||||||||||||||||
In connection with the Merger, $250,000 of the purchase price was allocated to the XM trademark. As of June 30, 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 June 30, 2014, there were no indicators of impairment, and no impairment loss was recorded for intangible assets with indefinite lives during the three and six months ended June 30, 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 $13,860 and $12,345 for the three months ended June 30, 2014 and 2013, respectively, and $27,944 and $24,936 for the six months ended June 30, 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) | $ | 27,072 | ||||||||||||||||||||||||
2015 | 51,700 | |||||||||||||||||||||||||
2016 | 48,545 | |||||||||||||||||||||||||
2017 | 34,882 | |||||||||||||||||||||||||
2018 | 19,463 | |||||||||||||||||||||||||
Thereafter | 156,802 | |||||||||||||||||||||||||
Total definite life intangible assets, net | $ | 338,464 | ||||||||||||||||||||||||
Interest_Costs
Interest Costs | 6 Months Ended | |||||||||||||||
Jun. 30, 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 June 30, | For the Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Interest costs charged to expense | $ | 67,521 | $ | 49,728 | $ | 121,613 | $ | 95,902 | ||||||||
Interest costs capitalized | 204 | 8,038 | 410 | 16,008 | ||||||||||||
Total interest costs incurred | $ | 67,725 | $ | 57,766 | $ | 122,023 | $ | 111,910 | ||||||||
Included in interest costs incurred is non-cash interest expense, consisting of amortization related to original issue discounts, premiums and deferred financing fees of $5,548 and $5,490 for the three months ended June 30, 2014 and 2013, respectively, and $10,779 and $10,932 for the six months ended June 30, 2014 and 2013, respectively. |
Property_and_Equipment
Property and Equipment | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment | ' | |||||||
Property and Equipment | ||||||||
Property and equipment, net, consists of the following: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Satellite system | $ | 2,397,611 | $ | 2,407,423 | ||||
Terrestrial repeater network | 107,885 | 109,367 | ||||||
Leasehold improvements | 48,899 | 46,173 | ||||||
Broadcast studio equipment | 59,502 | 59,020 | ||||||
Capitalized software and hardware | 314,529 | 298,267 | ||||||
Satellite telemetry, tracking and control facilities | 65,868 | 63,944 | ||||||
Furniture, fixtures, equipment and other | 67,755 | 67,275 | ||||||
Land | 38,411 | 38,411 | ||||||
Building | 58,921 | 58,662 | ||||||
Construction in progress | 141,820 | 103,148 | ||||||
Total property and equipment | 3,301,201 | 3,251,690 | ||||||
Accumulated depreciation and amortization | (1,751,320 | ) | (1,657,116 | ) | ||||
Property and equipment, net | $ | 1,549,881 | $ | 1,594,574 | ||||
Construction in progress consists of the following: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Satellite system | $ | 12,842 | $ | 11,879 | ||||
Terrestrial repeater network | 41,958 | 30,078 | ||||||
Capitalized software | 64,654 | 39,924 | ||||||
Other | 22,366 | 21,267 | ||||||
Construction in progress | $ | 141,820 | $ | 103,148 | ||||
Depreciation expense on property and equipment was $53,344 and $55,070 for the three months ended June 30, 2014 and 2013, respectively, and $107,527 and $109,497 for the six months ended June 30, 2014 and 2013, respectively. We retired property and equipment of $13,518 and $12,862 during the six months ended June 30, 2014 and 2013, respectively, which included the retirement of our XM-2 satellite. Our XM-1 satellite is expected to be retired in the fourth quarter of 2014. | ||||||||
Satellites | ||||||||
We currently own a fleet of eight operating 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-3 | 2005 | 2020 | ||||||
XM-4 | 2006 | 2021 | ||||||
XM-5 | 2010 | 2025 | ||||||
* Satellite was fully depreciated as of June 30, 2014 but is still in operation. |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended | |||||||||||||||||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | ' | |||||||||||||||||||||||||||||||||||||||
Related Party Transactions | ' | |||||||||||||||||||||||||||||||||||||||
Related Party Transactions | ||||||||||||||||||||||||||||||||||||||||
In the normal course of business, we enter into transactions with related parties. Our related parties include Liberty Media, which has beneficially owned over 50% of our outstanding common stock since January 2013 and has two executives and one director on our board of directors. Gregory B. Maffei, the President and Chief Executive Officer of Liberty Media, is the Chairman of our board of directors. | ||||||||||||||||||||||||||||||||||||||||
We hold an equity method investment in Sirius XM Canada. We own approximately 47,300,000 shares of Sirius XM Canada, representing a 37.0% equity interest and a 25.0% voting interest. We primarily provide programming and content services to Sirius XM Canada. | ||||||||||||||||||||||||||||||||||||||||
During the three months ended June 30, 2014, we evaluated our investment in M-Way Solutions GmbH ("M-Way") and determined that there was an other than temporary decline in the fair value. As a result, we reduced our investment balance to zero and recognized a loss of $2,342 in Other (loss) income in our unaudited consolidated statements of comprehensive income. | ||||||||||||||||||||||||||||||||||||||||
We had the following related party balances at June 30, 2014 and December 31, 2013: | ||||||||||||||||||||||||||||||||||||||||
Related party current assets | Related party long-term assets | Related party current liabilities | Related party current debt | Related party long-term liabilities | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||||
Liberty Media | $ | 130 | $ | 278 | $ | — | $ | — | $ | 64 | $ | 15,766 | $ | 10,981 | $ | 10,959 | $ | — | $ | — | ||||||||||||||||||||
Sirius XM Canada | 4,807 | 8,867 | 108 | 27,619 | 4,897 | 4,554 | — | — | 15,055 | 16,337 | ||||||||||||||||||||||||||||||
M-Way | — | — | — | 2,545 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Total | $ | 4,937 | $ | 9,145 | $ | 108 | $ | 30,164 | $ | 4,961 | $ | 20,320 | $ | 10,981 | $ | 10,959 | $ | 15,055 | $ | 16,337 | ||||||||||||||||||||
Liberty Media | ||||||||||||||||||||||||||||||||||||||||
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, we repurchased $160,000 of our common stock from Liberty Media in 2013. As of December 31, 2013, $15,702 was recorded to Related party current liabilities for the fair value of the derivative associated with the share repurchase agreement with Liberty Media as there were certain terms in the forward purchase contract that could cause the obligation to not be fulfilled. As a result, the instrument was a liability and was marked to fair value with any gain or loss recorded to our unaudited consolidated statements of comprehensive income. On April 25, 2014, we completed the final purchase installment under this share repurchase agreement and repurchased $340,000 of our shares of common stock from Liberty Media at a price of $3.66 per share. We recognized $7,463 and $34,485 to Loss on change in value of derivatives in our unaudited consolidated statements of comprehensive income related to this final repurchase during the three and six months ended June 30, 2014, respectively. | ||||||||||||||||||||||||||||||||||||||||
Liberty Media held $11,000 in principal amount of our 7% Exchangeable Senior Subordinated Notes due 2014 at June 30, 2014 and December 31, 2013. | ||||||||||||||||||||||||||||||||||||||||
Sirius XM Canada | ||||||||||||||||||||||||||||||||||||||||
Our related party current asset balances primarily consist of deferred programming costs, accrued interest and chip set costs that we are reimbursed for. Our related party long-term asset balance as of December 31, 2013 included our investment balance in Sirius XM Canada of which $26,161 related to equity method goodwill and intangible assets. Sirius XM Canada declared dividends to us of $30,010 and $3,730 during the three months ended June 30, 2014 and 2013, respectively, and $34,455 and $7,482 during the six months ended June 30, 2014 and 2013, respectively, which were recorded as a reduction to our investment balance in Sirius XM Canada. As a result of the dividends received from Sirius XM Canada during the three months ended June 30, 2014, our investment balance has been reduced to $0. Our related party liabilities as of June 30, 2014 and December 31, 2013 include $2,776 for the current portion of deferred revenue and $14,802 and $16,190, respectively, for the long-term portion of deferred revenue due to the carrying value of deferred revenue recorded as of the Merger date related to agreements with XM Canada, now Sirius XM Canada, for the rights to broadcast and market National Hockey League games for a ten-year term. 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 current existing agreements. | ||||||||||||||||||||||||||||||||||||||||
We recorded the following revenue and expenses associated with our related parties which were recorded in our unaudited consolidated statements of comprehensive income: | ||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||||||||||
Sirius XM Canada: | ||||||||||||||||||||||||||||||||||||||||
Revenue (a) | $ | 12,559 | $ | 12,562 | $ | 24,340 | $ | 23,311 | ||||||||||||||||||||||||||||||||
Share of net (losses) earnings (b) | $ | (1,018 | ) | $ | 37 | $ | 3,308 | $ | 1,382 | |||||||||||||||||||||||||||||||
Liberty Media: | ||||||||||||||||||||||||||||||||||||||||
Expenses (c) | $ | (279 | ) | $ | (4,682 | ) | $ | (556 | ) | $ | (9,359 | ) | ||||||||||||||||||||||||||||
(a) | Under our agreements with Sirius XM Canada, we receive a percentage-based royalty for certain types of subscription revenue earned by Sirius XM Canada for the distribution of Sirius and XM channels, royalties for activation fees and reimbursements for other charges. We record revenue from Sirius XM Canada as Other revenue in our unaudited consolidated statements of comprehensive income. | |||||||||||||||||||||||||||||||||||||||
(b) | Our share of Sirius XM Canada's net (losses) earnings is recorded to Interest and investment (loss) income in our unaudited consolidated statements of comprehensive income on a one month lag. During the six months ended June 30, 2014, our share of Sirius XM Canada’s net earnings included a gain of $1,251 related to the fair value received in excess of the carrying value associated with the redemption of our investment in Sirius XM Canada’s 8% convertible unsecured subordinated debentures in February 2014. This amount includes amortization related to the equity method intangible assets of $0 and $364 for the three months ended June 30, 2014 and 2013, respectively, and $363 and $727 for the six months ended June 30, 2014 and 2013, respectively. | |||||||||||||||||||||||||||||||||||||||
(c) | We recognize Interest expense associated with the portion of the 7% Exchangeable Senior Subordinated Notes due 2014 held by Liberty Media. |
Investments
Investments | 6 Months Ended |
Jun. 30, 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 June 30, 2014 and December 31, 2013 our Long-term restricted investments were $5,718. |
Debt
Debt | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||
Debt | ' | ||||||||||||||||||||
Debt | |||||||||||||||||||||
Our debt as of June 30, 2014 and December 31, 2013 consisted of the following: | |||||||||||||||||||||
Carrying value at | |||||||||||||||||||||
Issuer / Borrower | Issued | Debt | Maturity Date | Interest Payable | Principal Amount | June 30, 2014 | 31-Dec-13 | ||||||||||||||
Sirius XM | Aug-08 | 7% Exchangeable | December 1, 2014 | semi-annually on June 1 and December 1 | $ | 502,370 | $ | 501,489 | $ | 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 | 495,165 | 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 | 643,345 | 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 | 594,791 | 594,499 | ||||||||||||||
(a)(c) | (the "5.75% Notes") | ||||||||||||||||||||
Sirius XM | May-13 | 4.625% Senior Notes | May 15, 2023 | semi-annually on May15 and November 15 | 500,000 | 494,882 | 494,653 | ||||||||||||||
(a)(c) | (the "4.625% Notes") | ||||||||||||||||||||
Sirius XM | May-14 | 6.00% Senior Notes | July 15, 2024 | semi-annually on January 15 and July 15 | 1,500,000 | 1,483,308 | — | ||||||||||||||
(a)(c)(d) | (the "6.00% 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 | 394,894 | 394,648 | ||||||||||||||
(a)(c)(e) | |||||||||||||||||||||
Sirius XM | Dec-12 | Senior Secured Revolving Credit Facility (the "Credit Facility") | 5-Dec-17 | variable fee paid quarterly | 1,250,000 | — | 460,000 | ||||||||||||||
(f) | |||||||||||||||||||||
Sirius XM | Various | Capital leases | Various | n/a | n/a | 16,420 | 19,591 | ||||||||||||||
Total Debt | 4,624,294 | 3,601,595 | |||||||||||||||||||
Less: total current maturities non-related party | 497,884 | 496,815 | |||||||||||||||||||
Less: total current maturities related party | 10,981 | 10,959 | |||||||||||||||||||
Total long-term debt | $ | 4,115,429 | $ | 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 June 30, 2014, the common stock reserved for conversion in connection with the Exchangeable Notes was considered to be dilutive in our calculation of diluted net income per share and anti-dilutive during the six months ended June 30, 2014 and the three and six months ended June 30, 2013. | ||||||||||||||||||||
(c) | Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes. | ||||||||||||||||||||
(d) | In May 2014, Sirius XM issued $1,500,000 aggregate principal amount of 6.00% Senior Notes due 2024, with an original issuance discount of $16,875. | ||||||||||||||||||||
(e) | On April 10, 2014, we entered into a supplemental indenture to the indenture governing the 5.25% Notes pursuant to which we granted a first priority lien on substantially all of the assets of Sirius XM and the guarantors to the holders of the 5.25% Notes. The liens securing the 5.25% Notes are equal and ratable to the liens granted to secure the Credit Facility. | ||||||||||||||||||||
(f) | 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 0.30% per annum as of June 30, 2014. As of June 30, 2014, $1,250,000 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 due to the long-term maturity of this debt. | ||||||||||||||||||||
Debt Repurchases | |||||||||||||||||||||
During the three months ended June 30, 2013, we purchased $29,013 and $100,650 of our then outstanding 8.75% Senior Notes due 2015 and 7.625% Senior Notes due 2018, respectively, for an aggregate purchase price, including interest, of $32,977 and $112,569, respectively, and recognized $3,755 and $12,622, respectively, to Loss on extinguishment of debt and credit facilities, net, consisting primarily of unamortized discount, deferred financing fees and repayment premium. | |||||||||||||||||||||
Covenants and Restrictions | |||||||||||||||||||||
The Exchangeable Notes require compliance with certain covenants that restrict our 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, our wholly-owned subsidiary, 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 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, 5.875% Notes and 6.00% 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, 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 June 30, 2014 and December 31, 2013, we were in compliance with our debt covenants. |
Stockholders_Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2014 | |
Equity [Abstract] | ' |
Stockholders' Equity | ' |
Stockholders’ Equity | |
Common Stock, par value $0.001 per share | |
We were authorized to issue up to 9,000,000,000 shares of common stock as of June 30, 2014 and December 31, 2013. There were 5,712,347,567 and 6,096,220,526 shares of common stock issued and 5,706,347,567 and 6,096,220,526 shares outstanding on June 30, 2014 and December 31, 2013, respectively. | |
As of June 30, 2014, approximately 548,852,000 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 | |
As of June 30, 2014, our board of directors had approved $4,000,000 for repurchases of our common stock. In July 2014, our board of directors approved an additional $2,000,000 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 to repurchase $500,000 of our common stock from Liberty Media. Pursuant to this agreement, we repurchased $160,000 of our common stock from Liberty Media in 2013. On April 25, 2014, we completed the final purchase installment and repurchased 92,888,561 shares of our common stock for $340,000 from Liberty Media at a price of $3.66 per share. | |
As there were certain terms in the forward purchase contract with Liberty Media that could have caused the obligation not to be fulfilled, the instrument was classified as a liability and was marked to fair value with any gain or loss recorded to our unaudited consolidated statements of comprehensive income. We recognized $7,463 and $34,485 to Loss on change in value of derivatives in our unaudited consolidated statements of comprehensive income during the three and six months ended June 30, 2014, respectively. | |
In May 2014, we entered into an accelerated share repurchase agreement ("ASR agreement") with a third-party financial institution to repurchase up to $600,000 of our common stock. Under the ASR agreement we prepaid $600,000 to the financial institution and received an initial delivery of 112,500,000 shares of our common stock. We retired these shares and recorded a $354,375 reduction to stockholders' equity in the second quarter of 2014. The remaining $245,625 under this ASR agreement is included in Additional paid-in capital within our unaudited consolidated balance sheets as of June 30, 2014. The ASR agreement is expected to mature no later than August 1, 2014 and will settle following maturity. The aggregate purchase price we will pay under the ASR agreement will be determined using a pre-agreed grid that references the volume-weighted average price (“VWAP”) of our common stock, and the total aggregate number of shares to be repurchased under the ASR agreement will be determined based on the VWAP of our common stock minus a discount during the term of the ASR agreement. | |
During the six months ended June 30, 2014, we repurchased 188,419,584 additional shares of our common stock for $612,903, including fees and commissions, on the open market. Common stock repurchases are retired upon settlement. As of June 30, 2014, $20,739 of common stock repurchases had not settled, nor been retired, and were recorded as Treasury stock within our unaudited consolidated balance sheets and unaudited consolidated statements of stockholders' equity. | |
As of June 30, 2014, our cumulative repurchases since December 2012 have totaled 914,066,011 shares for $3,315,263, and $684,737 remained available under our stock repurchase program, which excludes the additional $2,000,000 authorized by our board of directors in July 2014. | |
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 $3,433 and $3,097 for the three months ended June 30, 2014 and 2013, respectively, and $6,779 and $6,306 for the six months ended June 30, 2014 and 2013, respectively. As of June 30, 2014, the unamortized balance of the debt issuance costs was $5,922, with $5,792 recorded in Other current assets and $130 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. | |
Preferred Stock, par value $0.001 per share | |
We were authorized to issue up to 50,000,000 shares of undesignated preferred stock as of June 30, 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 June 30, 2014 and December 31, 2013. | |
Warrants | |
We have issued warrants to purchase shares of our common stock in connection with distribution and programming agreements. During the three months ended June 30, 2014, 1,788,000 warrants were exercised to purchase shares of common stock on a net settlement basis, resulting in the issuance of 99,349 shares of our common stock. Approximately 16,667,000 and 18,455,000 warrants to acquire an equal number of shares of common stock were outstanding and fully vested as of June 30, 2014 and December 31, 2013, respectively. Warrants were included in our calculation of diluted net income per common share as the effect was dilutive for the three and six months ended June 30, 2014 and 2013. The outstanding warrants expire in the first quarter of 2015. At June 30, 2014 and December 31, 2013, the weighted average exercise price of outstanding warrants was $2.50 and $2.55 per share, respectively. We did not incur warrant related expenses during the three and six months ended June 30, 2014 and 2013. |
Benefit_Plans
Benefit Plans | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||
Benefit Plans | ' | ||||||||||||
Benefit Plans | |||||||||||||
We recognized share-based payment expense of $17,787 and $15,494 for the three months ended June 30, 2014 and 2013, respectively, and $36,027 and $30,012 for the six months ended June 30, 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 June 30, 2014, approximately 79,039,000 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 June 30, | For the Six Months Ended June 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
Risk-free interest rate | 1.60% | 0.70% | 1.30% | 0.70% | |||||||||
Expected life of options — years | 4.78 | 4.71 | 4.11 | 4.71 | |||||||||
Expected stock price volatility | 40% | 48% | 36% | 48% | |||||||||
Expected dividend yield | 0% | 0% | 0% | 0% | |||||||||
There were no options granted to third parties during the three and six months ended June 30, 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 six months ended June 30, 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 | 5,441 | $ | 3.59 | ||||||||||
Exercised | (11,568 | ) | $ | 1.7 | |||||||||
Forfeited, cancelled or expired | (5,910 | ) | $ | 4.4 | |||||||||
Outstanding as of June 30, 2014 | 252,202 | $ | 2.44 | 6.83 | $ | 299,833 | |||||||
Exercisable as of June 30, 2014 | 104,117 | $ | 2.15 | 4.96 | $ | 168,917 | |||||||
The weighted average grant date fair value of options granted during the six months ended June 30, 2014 and 2013 was $1.09 and $1.34, respectively. The total intrinsic value of stock options exercised during the six months ended June 30, 2014 and 2013 was $20,435 and $33,660, respectively. During the six months ended June 30, 2014, the number of shares which were issued as a result of stock option exercises was 3,835,837. | |||||||||||||
We recognized share-based payment expense associated with stock options of $16,193 and $15,283 for the three months ended June 30, 2014 and 2013, respectively, and $32,808 and $29,801 for the six months ended June 30, 2014 and 2013, respectively. | |||||||||||||
The following table summarizes the nonvested restricted stock unit activity under our share-based plans for the six months ended June 30, 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 | (126 | ) | $ | 3.61 | |||||||||
Nonvested as of June 30, 2014 | 7,128 | $ | 3.58 | ||||||||||
The weighted average grant date fair value of restricted stock units granted during the six months ended June 30, 2014 and 2013 was $3.70 and $3.30, respectively. The total intrinsic value of restricted stock units that vested during the six months ended June 30, 2013 was $605. We recognized share-based payment expense associated with restricted stock units of $1,594 and $211 during the three months ended June 30, 2014 and 2013, respectively, and $3,219 and $211 during the six months ended June 30, 2014 and 2013, respectively. | |||||||||||||
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 June 30, 2014 and December 31, 2013, net of estimated forfeitures, were $131,608 and $164,292, respectively. The total unrecognized compensation costs at June 30, 2014 are expected to be recognized over a weighted-average period of 2.5 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. We contributed $1,254 and $968 during the three months ended June 30, 2014 and 2013, respectively, and $3,133 and $2,387, during the six months ended June 30, 2014 and 2013, respectively, to the Sirius XM Plan in fulfillment of our matching obligation. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | |||||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Commitments and Contingencies | ' | |||||||||||||||||||||||||||
Commitments and Contingencies | ||||||||||||||||||||||||||||
The following table summarizes our expected contractual cash commitments as of June 30, 2014: | ||||||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | Total | ||||||||||||||||||||||
Debt obligations | $ | 506,037 | $ | 7,482 | $ | 4,265 | $ | 928 | $ | 78 | $ | 4,150,000 | $ | 4,668,790 | ||||||||||||||
Cash interest payments | 105,893 | 232,170 | 231,953 | 232,565 | 228,063 | 939,813 | 1,970,457 | |||||||||||||||||||||
Satellite and transmission | 15,630 | 17,976 | 4,326 | 3,404 | 3,995 | 16,648 | 61,979 | |||||||||||||||||||||
Programming and content | 121,493 | 226,271 | 105,121 | 74,721 | 60,150 | 108,333 | 696,089 | |||||||||||||||||||||
Marketing and distribution | 13,169 | 18,536 | 10,603 | 7,070 | 6,226 | 6,707 | 62,311 | |||||||||||||||||||||
Satellite incentive payments | 6,018 | 11,511 | 12,367 | 13,296 | 14,302 | 54,178 | 111,672 | |||||||||||||||||||||
Operating lease obligations | 19,130 | 46,263 | 39,832 | 33,415 | 31,465 | 225,540 | 395,645 | |||||||||||||||||||||
Other | 46,460 | 16,379 | 5,851 | 1,807 | 1,040 | 265 | 71,802 | |||||||||||||||||||||
Total (1) | $ | 833,830 | $ | 576,588 | $ | 414,318 | $ | 367,206 | $ | 345,319 | $ | 5,501,484 | $ | 8,038,745 | ||||||||||||||
-1 | The table does not include our reserve for uncertain tax positions, which at June 30, 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 certain of our in-orbit satellites, may be entitled to future in-orbit performance payments with respect to 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 certain of our in-orbit satellites, may be entitled to future in-orbit performance payments with respect to 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. The cost of treasury stock acquired from a third-party financial institution but not paid as of June 30, 2014 is included in this category. | ||||||||||||||||||||||||||||
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 | 6 Months Ended |
Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
We file a consolidated federal income tax return for all of our wholly-owned subsidiaries, including Sirius XM. Income tax expense for the three months ended June 30, 2014 and 2013 was $86,822 and $76,659, respectively, and $163,570 and $155,699, for the six months ended June 30, 2014 and 2013, respectively. We estimate our annual effective tax rate for the year ending December 31, 2014 will be 39.0%. Our effective tax rate for the six months ended June 30, 2014 was 43.3% due to the impact of the loss on the change in fair value of the derivative related to the share repurchase agreement. | |
As of June 30, 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. | |
Liberty Media's increase in ownership in us to over 50% of our outstanding common stock in January 2013 did not create a change of control under Section 382 of the Internal Revenue Code. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
Stock Repurchase Program | |
For the period from July 1, 2014 to July 25, 2014, we repurchased 35,000,000 shares of our common stock for an aggregate purchase price of $120,018, including fees and commissions, on the open market. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
This Quarterly Report on Form 10-Q presents information for Sirius XM Holdings Inc. (“Holdings”). Holdings has no operations independent of its wholly-owned subsidiary Sirius XM Radio Inc. ("Sirius XM"). | |
The accompanying unaudited consolidated financial statements of Holdings and its subsidiaries 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. | |
All significant intercompany transactions have been eliminated in consolidation. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of our unaudited consolidated financial statements as of June 30, 2014 and for the three and six months ended June 30, 2014 and 2013 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 and six months ended June 30, 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 that do not require adjustment to our unaudited consolidated financial statements refer to Note 18. | |
Use of Estimates | ' |
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. | |
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 distributors and retailers of our satellite radios. 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) | 6 Months Ended | |||||||||||||||||||||||||||
Jun. 30, 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 were as follows: | ||||||||||||||||||||||||||||
June 30, 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) | $ | 310,300 | — | — | $ | 310,300 | $ | 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) | $ | — | 5,267,804 | — | $ | 5,267,804 | $ | — | 4,066,755 | — | $ | 4,066,755 | ||||||||||||||||
Share Repurchase Agreement (d) | $ | — | — | — | $ | — | $ | — | 15,702 | — | $ | 15,702 | ||||||||||||||||
(a) | This amount approximates fair value. The carrying value of our investment in Sirius XM Canada was $0 and $26,972 as of June 30, 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 our debt as of June 30, 2014 and December 31, 2013. | |||||||||||||||||||||||||||
(d) | The final installment under the share repurchase agreement with Liberty Media was settled on April 25, 2014. The fair value of the derivative associated with the share repurchase agreement was determined using observable inputs, including the U.S. spot LIBOR curve and other available market data and was recorded in our unaudited consolidated balance sheets in Related party current liabilities, with changes in fair value recorded to our unaudited statements of comprehensive income |
Earnings_per_Share_Tables
Earnings per Share (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Earnings per Share | ' | |||||||||||||||
Common stock equivalents of approximately 116,655,000 and 355,918,000 for the three months ended June 30, 2014 and 2013, respectively, and 386,276,000 and 352,795,000 for the six months ended June 30, 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 June 30, | For the Six Months Ended June 30, | |||||||||||||||
(in thousands, except per share data) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Numerator: | ||||||||||||||||
Net income | $ | 119,961 | $ | 125,522 | $ | 213,949 | $ | 249,124 | ||||||||
Less: | ||||||||||||||||
Allocation of undistributed income to Series B Preferred Stock | — | — | — | (4,979 | ) | |||||||||||
Net income available to common stockholders for basic net income per common share | $ | 119,961 | $ | 125,522 | $ | 213,949 | $ | 244,145 | ||||||||
Add back: | ||||||||||||||||
Allocation of undistributed income to Series B Preferred Stock | — | — | — | 4,979 | ||||||||||||
Effect of interest on assumed conversions of convertible debt | 5,363 | — | — | — | ||||||||||||
Net income available to common stockholders for diluted net income per common share | $ | 125,324 | $ | 125,522 | $ | 213,949 | $ | 249,124 | ||||||||
Denominator: | ||||||||||||||||
Weighted average common shares outstanding for basic net income per common share | 5,865,032 | 6,354,755 | 5,979,273 | 6,307,541 | ||||||||||||
Weighted average impact of assumed Series B Preferred Stock conversion | — | — | — | 128,636 | ||||||||||||
Weighted average impact of assumed convertible debt | 272,856 | — | — | — | ||||||||||||
Weighted average impact of other dilutive equity instruments | 72,190 | 92,762 | 75,498 | 90,521 | ||||||||||||
Weighted average shares for diluted net income per common share | 6,210,078 | 6,447,517 | 6,054,771 | 6,526,698 | ||||||||||||
Net income per common share: | ||||||||||||||||
Basic | $ | 0.02 | $ | 0.02 | $ | 0.04 | $ | 0.04 | ||||||||
Diluted | $ | 0.02 | $ | 0.02 | $ | 0.04 | $ | 0.04 | ||||||||
Accounts_Receivable_net_Tables
Accounts Receivable, net (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Receivables [Abstract] | ' | |||||||
Accounts receivable, net | ' | |||||||
Accounts receivable, net, consists of the following: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Gross accounts receivable | $ | 116,703 | $ | 113,015 | ||||
Allowance for doubtful accounts | (7,586 | ) | (9,078 | ) | ||||
Total accounts receivable, net | $ | 109,117 | $ | 103,937 | ||||
Receivables from distributors | ' | |||||||
Receivables from distributors consist of the following: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Billed | $ | 41,153 | $ | 38,532 | ||||
Unbilled | 52,006 | 50,443 | ||||||
Total | $ | 93,159 | $ | 88,975 | ||||
Inventory_net_Tables
Inventory, net (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Summary of inventory, net | ' | |||||||
Inventory, net, consists of the following: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Raw materials | $ | 12,438 | $ | 12,358 | ||||
Finished goods | 20,354 | 15,723 | ||||||
Allowance for obsolescence | (11,237 | ) | (14,218 | ) | ||||
Total inventory, net | $ | 21,555 | $ | 13,863 | ||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 6 Months Ended | |||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||
Summary of intangible assets | ' | |||||||||||||||||||||||||
Our intangible assets include the following: | ||||||||||||||||||||||||||
30-Jun-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 | (288,999 | ) | 91,001 | 380,000 | (271,372 | ) | 108,628 | |||||||||||||||||
Licensing agreements | 9.1 years | 45,289 | (21,447 | ) | 23,842 | 45,289 | (19,604 | ) | 25,685 | |||||||||||||||||
Proprietary software | 6 years | 16,552 | (13,678 | ) | 2,874 | 16,552 | (13,384 | ) | 3,168 | |||||||||||||||||
Developed technology | 10 years | 2,000 | (1,183 | ) | 817 | 2,000 | (1,083 | ) | 917 | |||||||||||||||||
Leasehold interests | 7.4 years | 132 | (105 | ) | 27 | 132 | (96 | ) | 36 | |||||||||||||||||
Due to acquisition of connected vehicle business of Agero: | ||||||||||||||||||||||||||
Definite life intangible assets: | ||||||||||||||||||||||||||
OEM relationships | 15 years | 220,000 | (9,778 | ) | 210,222 | 220,000 | (2,444 | ) | 217,556 | |||||||||||||||||
Proprietary software | 10 years | 10,663 | (982 | ) | 9,681 | 10,663 | (245 | ) | 10,418 | |||||||||||||||||
Total intangible assets | $ | 3,008,290 | $ | (336,172 | ) | $ | 2,672,118 | $ | 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 (2) | ||||||||||||||||||||||||||
XM-2 (3) | ||||||||||||||||||||||||||
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-1 satellite expired on May 31, 2014. The FCC has granted us special temporary authority for approximately six months to operate our XM-1 satellite and prepare it for deorbiting maneuvers. | |||||||||||||||||||||||||
-3 | The FCC license for our XM-2 satellite expired on March 31, 2014. The FCC has granted us special temporary authority for approximately six months to operate our XM-2 satellite and perform 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) | $ | 27,072 | ||||||||||||||||||||||||
2015 | 51,700 | |||||||||||||||||||||||||
2016 | 48,545 | |||||||||||||||||||||||||
2017 | 34,882 | |||||||||||||||||||||||||
2018 | 19,463 | |||||||||||||||||||||||||
Thereafter | 156,802 | |||||||||||||||||||||||||
Total definite life intangible assets, net | $ | 338,464 | ||||||||||||||||||||||||
Interest_Costs_Tables
Interest Costs (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Interest Costs Disclosure [Abstract] | ' | |||||||||||||||
Interest costs | ' | |||||||||||||||
The following is a summary of our interest costs: | ||||||||||||||||
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Interest costs charged to expense | $ | 67,521 | $ | 49,728 | $ | 121,613 | $ | 95,902 | ||||||||
Interest costs capitalized | 204 | 8,038 | 410 | 16,008 | ||||||||||||
Total interest costs incurred | $ | 67,725 | $ | 57,766 | $ | 122,023 | $ | 111,910 | ||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and equipment, net | ' | |||||||
Property and equipment, net, consists of the following: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Satellite system | $ | 2,397,611 | $ | 2,407,423 | ||||
Terrestrial repeater network | 107,885 | 109,367 | ||||||
Leasehold improvements | 48,899 | 46,173 | ||||||
Broadcast studio equipment | 59,502 | 59,020 | ||||||
Capitalized software and hardware | 314,529 | 298,267 | ||||||
Satellite telemetry, tracking and control facilities | 65,868 | 63,944 | ||||||
Furniture, fixtures, equipment and other | 67,755 | 67,275 | ||||||
Land | 38,411 | 38,411 | ||||||
Building | 58,921 | 58,662 | ||||||
Construction in progress | 141,820 | 103,148 | ||||||
Total property and equipment | 3,301,201 | 3,251,690 | ||||||
Accumulated depreciation and amortization | (1,751,320 | ) | (1,657,116 | ) | ||||
Property and equipment, net | $ | 1,549,881 | $ | 1,594,574 | ||||
Construction in progress | ' | |||||||
Construction in progress consists of the following: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Satellite system | $ | 12,842 | $ | 11,879 | ||||
Terrestrial repeater network | 41,958 | 30,078 | ||||||
Capitalized software | 64,654 | 39,924 | ||||||
Other | 22,366 | 21,267 | ||||||
Construction in progress | $ | 141,820 | $ | 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-3 | 2005 | 2020 | ||||||
XM-4 | 2006 | 2021 | ||||||
XM-5 | 2010 | 2025 | ||||||
* Satellite was fully depreciated as of June 30, 2014 but is still in operation. |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 6 Months Ended | |||||||||||||||||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | ' | |||||||||||||||||||||||||||||||||||||||
Summary of Related Party Balances | ' | |||||||||||||||||||||||||||||||||||||||
We had the following related party balances at June 30, 2014 and December 31, 2013: | ||||||||||||||||||||||||||||||||||||||||
Related party current assets | Related party long-term assets | Related party current liabilities | Related party current debt | Related party long-term liabilities | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||||
Liberty Media | $ | 130 | $ | 278 | $ | — | $ | — | $ | 64 | $ | 15,766 | $ | 10,981 | $ | 10,959 | $ | — | $ | — | ||||||||||||||||||||
Sirius XM Canada | 4,807 | 8,867 | 108 | 27,619 | 4,897 | 4,554 | — | — | 15,055 | 16,337 | ||||||||||||||||||||||||||||||
M-Way | — | — | — | 2,545 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Total | $ | 4,937 | $ | 9,145 | $ | 108 | $ | 30,164 | $ | 4,961 | $ | 20,320 | $ | 10,981 | $ | 10,959 | $ | 15,055 | $ | 16,337 | ||||||||||||||||||||
Schedule of Related Party Revenue and Expenses | ' | |||||||||||||||||||||||||||||||||||||||
We recorded the following revenue and expenses associated with our related parties which were recorded in our unaudited consolidated statements of comprehensive income: | ||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||||||||||
Sirius XM Canada: | ||||||||||||||||||||||||||||||||||||||||
Revenue (a) | $ | 12,559 | $ | 12,562 | $ | 24,340 | $ | 23,311 | ||||||||||||||||||||||||||||||||
Share of net (losses) earnings (b) | $ | (1,018 | ) | $ | 37 | $ | 3,308 | $ | 1,382 | |||||||||||||||||||||||||||||||
Liberty Media: | ||||||||||||||||||||||||||||||||||||||||
Expenses (c) | $ | (279 | ) | $ | (4,682 | ) | $ | (556 | ) | $ | (9,359 | ) | ||||||||||||||||||||||||||||
(a) | Under our agreements with Sirius XM Canada, we receive a percentage-based royalty for certain types of subscription revenue earned by Sirius XM Canada for the distribution of Sirius and XM channels, royalties for activation fees and reimbursements for other charges. We record revenue from Sirius XM Canada as Other revenue in our unaudited consolidated statements of comprehensive income. | |||||||||||||||||||||||||||||||||||||||
(b) | Our share of Sirius XM Canada's net (losses) earnings is recorded to Interest and investment (loss) income in our unaudited consolidated statements of comprehensive income on a one month lag. During the six months ended June 30, 2014, our share of Sirius XM Canada’s net earnings included a gain of $1,251 related to the fair value received in excess of the carrying value associated with the redemption of our investment in Sirius XM Canada’s 8% convertible unsecured subordinated debentures in February 2014. This amount includes amortization related to the equity method intangible assets of $0 and $364 for the three months ended June 30, 2014 and 2013, respectively, and $363 and $727 for the six months ended June 30, 2014 and 2013, respectively. | |||||||||||||||||||||||||||||||||||||||
(c) | We recognize Interest expense associated with the portion of the 7% Exchangeable Senior Subordinated Notes due 2014 held by Liberty Media. |
Debt_Tables
Debt (Tables) | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||
Schedule of Long-term Debt Instruments | ' | ||||||||||||||||||||
Our debt as of June 30, 2014 and December 31, 2013 consisted of the following: | |||||||||||||||||||||
Carrying value at | |||||||||||||||||||||
Issuer / Borrower | Issued | Debt | Maturity Date | Interest Payable | Principal Amount | June 30, 2014 | 31-Dec-13 | ||||||||||||||
Sirius XM | Aug-08 | 7% Exchangeable | December 1, 2014 | semi-annually on June 1 and December 1 | $ | 502,370 | $ | 501,489 | $ | 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 | 495,165 | 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 | 643,345 | 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 | 594,791 | 594,499 | ||||||||||||||
(a)(c) | (the "5.75% Notes") | ||||||||||||||||||||
Sirius XM | May-13 | 4.625% Senior Notes | May 15, 2023 | semi-annually on May15 and November 15 | 500,000 | 494,882 | 494,653 | ||||||||||||||
(a)(c) | (the "4.625% Notes") | ||||||||||||||||||||
Sirius XM | May-14 | 6.00% Senior Notes | July 15, 2024 | semi-annually on January 15 and July 15 | 1,500,000 | 1,483,308 | — | ||||||||||||||
(a)(c)(d) | (the "6.00% 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 | 394,894 | 394,648 | ||||||||||||||
(a)(c)(e) | |||||||||||||||||||||
Sirius XM | Dec-12 | Senior Secured Revolving Credit Facility (the "Credit Facility") | 5-Dec-17 | variable fee paid quarterly | 1,250,000 | — | 460,000 | ||||||||||||||
(f) | |||||||||||||||||||||
Sirius XM | Various | Capital leases | Various | n/a | n/a | 16,420 | 19,591 | ||||||||||||||
Total Debt | 4,624,294 | 3,601,595 | |||||||||||||||||||
Less: total current maturities non-related party | 497,884 | 496,815 | |||||||||||||||||||
Less: total current maturities related party | 10,981 | 10,959 | |||||||||||||||||||
Total long-term debt | $ | 4,115,429 | $ | 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 June 30, 2014, the common stock reserved for conversion in connection with the Exchangeable Notes was considered to be dilutive in our calculation of diluted net income per share and anti-dilutive during the six months ended June 30, 2014 and the three and six months ended June 30, 2013. | ||||||||||||||||||||
(c) | Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes. | ||||||||||||||||||||
(d) | In May 2014, Sirius XM issued $1,500,000 aggregate principal amount of 6.00% Senior Notes due 2024, with an original issuance discount of $16,875. | ||||||||||||||||||||
(e) | On April 10, 2014, we entered into a supplemental indenture to the indenture governing the 5.25% Notes pursuant to which we granted a first priority lien on substantially all of the assets of Sirius XM and the guarantors to the holders of the 5.25% Notes. The liens securing the 5.25% Notes are equal and ratable to the liens granted to secure the Credit Facility. | ||||||||||||||||||||
(f) | 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 0.30% per annum as of June 30, 2014. As of June 30, 2014, $1,250,000 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 due to the long-term maturity of this debt. |
Benefit_Plans_Tables
Benefit Plans (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 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 June 30, | For the Six Months Ended June 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
Risk-free interest rate | 1.60% | 0.70% | 1.30% | 0.70% | |||||||||
Expected life of options — years | 4.78 | 4.71 | 4.11 | 4.71 | |||||||||
Expected stock price volatility | 40% | 48% | 36% | 48% | |||||||||
Expected dividend yield | 0% | 0% | 0% | 0% | |||||||||
Stock options activity under share-based payment plans | ' | ||||||||||||
The following table summarizes stock option activity under our share-based plans for the six months ended June 30, 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 | 5,441 | $ | 3.59 | ||||||||||
Exercised | (11,568 | ) | $ | 1.7 | |||||||||
Forfeited, cancelled or expired | (5,910 | ) | $ | 4.4 | |||||||||
Outstanding as of June 30, 2014 | 252,202 | $ | 2.44 | 6.83 | $ | 299,833 | |||||||
Exercisable as of June 30, 2014 | 104,117 | $ | 2.15 | 4.96 | $ | 168,917 | |||||||
Summary of restricted stock unit activity | ' | ||||||||||||
The following table summarizes the nonvested restricted stock unit activity under our share-based plans for the six months ended June 30, 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 | (126 | ) | $ | 3.61 | |||||||||
Nonvested as of June 30, 2014 | 7,128 | $ | 3.58 | ||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 6 Months Ended | |||||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Expected contractual cash commitments | ' | |||||||||||||||||||||||||||
The following table summarizes our expected contractual cash commitments as of June 30, 2014: | ||||||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | Total | ||||||||||||||||||||||
Debt obligations | $ | 506,037 | $ | 7,482 | $ | 4,265 | $ | 928 | $ | 78 | $ | 4,150,000 | $ | 4,668,790 | ||||||||||||||
Cash interest payments | 105,893 | 232,170 | 231,953 | 232,565 | 228,063 | 939,813 | 1,970,457 | |||||||||||||||||||||
Satellite and transmission | 15,630 | 17,976 | 4,326 | 3,404 | 3,995 | 16,648 | 61,979 | |||||||||||||||||||||
Programming and content | 121,493 | 226,271 | 105,121 | 74,721 | 60,150 | 108,333 | 696,089 | |||||||||||||||||||||
Marketing and distribution | 13,169 | 18,536 | 10,603 | 7,070 | 6,226 | 6,707 | 62,311 | |||||||||||||||||||||
Satellite incentive payments | 6,018 | 11,511 | 12,367 | 13,296 | 14,302 | 54,178 | 111,672 | |||||||||||||||||||||
Operating lease obligations | 19,130 | 46,263 | 39,832 | 33,415 | 31,465 | 225,540 | 395,645 | |||||||||||||||||||||
Other | 46,460 | 16,379 | 5,851 | 1,807 | 1,040 | 265 | 71,802 | |||||||||||||||||||||
Total (1) | $ | 833,830 | $ | 576,588 | $ | 414,318 | $ | 367,206 | $ | 345,319 | $ | 5,501,484 | $ | 8,038,745 | ||||||||||||||
-1 | The table does not include our reserve for uncertain tax positions, which at June 30, 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) | 6 Months Ended |
Jun. 30, 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) (Common Stock [Member], Liberty Media [Member]) | Jun. 30, 2014 |
Common Stock [Member] | Liberty Media [Member] | ' |
Related Party Transaction [Line Items] | ' |
Related party ownership percentage (greater than 50%) | 50.00% |
Acquisitions_Details
Acquisitions (Details) (USD $) | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 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 | $388,318 | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | ||||||||||||
In Thousands, unless otherwise specified | USD ($) | USD ($) | Level 2 [Member] | Level 2 [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Related Party Current Liabilities [Member] | Related Party Current Liabilities [Member] | Related Party Current Liabilities [Member] | Related Party Current Liabilities [Member] | 8% Convertible Unsecured Subordinated Debentures [Member] | ||||||||||||
USD ($) | USD ($) | USD ($) | USD ($) | Level 1 [Member] | Level 1 [Member] | Level 3 [Member] | Level 3 [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Sirius XM Canada [Member] | |||||||||||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Level 2 [Member] | Level 2 [Member] | CAD | |||||||||||||||||||
USD ($) | USD ($) | ||||||||||||||||||||||||||
Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Investment balance, fair value | ' | ' | ' | ' | $310,300 | [1] | $432,200 | [1] | $310,300 | [1] | $432,200 | [1] | ' | ' | ' | ' | ' | ' | ' | ||||||||
Fair value of host contract of debenture | ' | ' | ' | ' | 0 | [2] | 3,641 | [2] | ' | ' | 0 | 3,641 | ' | ' | ' | ' | ' | ||||||||||
Fair Value of Embedded Derivative Related to Investment in Debenture, Current | ' | ' | ' | ' | 0 | [2] | 57 | [2] | ' | ' | 0 | 57 | ' | ' | ' | ' | ' | ||||||||||
Liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Debt, fair value | 5,267,804 | [3] | 4,066,755 | [3] | 5,267,804 | [3] | 4,066,755 | [3] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Derivatives asset (liability), fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | [4] | 15,702 | [4] | 0 | [4] | 15,702 | [4] | ' | ||||||||
Investment balance, carrying value | ' | ' | ' | ' | 0 | 26,972 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
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 $0 and $26,972 as of June 30, 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 our debt as of June 30, 2014 and December 31, 2013. | ||||||||||||||||||||||||||
[4] | The fair value of the derivative associated with the share repurchase agreement was determined using observable inputs, including the U.S. spot LIBOR curve and other available market data and was recorded in our unaudited consolidated balance sheets in Related party current liabilities, with changes in fair value recorded to our unaudited statements of comprehensive income |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' | ' |
Accumulated other comprehensive loss, net of tax | $1,485,889 | ' | $1,485,889 | ' | $2,745,742 |
Foreign currency translation adjustment (loss), net of tax | -40 | -109 | 78 | -281 | ' |
Accumulated Other Comprehensive Income (Loss) [Member] | ' | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' | ' |
Accumulated other comprehensive loss, net of tax | -230 | ' | -230 | ' | -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 | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Numerator: | ' | ' | ' | ' |
Net income | $119,961 | $125,522 | $213,949 | $249,124 |
Less: | ' | ' | ' | ' |
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic | 0 | 0 | 0 | -4,979 |
Net income available to common stockholders for basic net income per common share | 119,961 | 125,522 | 213,949 | 244,145 |
Add back: | ' | ' | ' | ' |
Allocation of undistributed income to Series B Preferred Stock | 0 | 0 | 0 | 4,979 |
Effect of interest on assumed conversions of convertible debt | 5,363 | 0 | 0 | 0 |
Net income available to common stockholders for diluted net income per common share | $125,324 | $125,522 | $213,949 | $249,124 |
Denominator: | ' | ' | ' | ' |
Weighted average common shares outstanding for basic net income per common share (in shares) | 5,865,032 | 6,354,755 | 5,979,273 | 6,307,541 |
Weighted average impact of assumed Series B Preferred Stock conversion (in shares) | 0 | 0 | 0 | 128,636 |
Weighted average impact of assumed convertible debt (in shares) | 272,856 | 0 | 0 | 0 |
Weighted average impact of other dilutive equity instruments (in shares) | 72,190 | 92,762 | 75,498 | 90,521 |
Weighted average shares for diluted net income per common share (in shares) | 6,210,078 | 6,447,517 | 6,054,771 | 6,526,698 |
Net income per common share: | ' | ' | ' | ' |
Basic (in dollars per share) | $0.02 | $0.02 | $0.04 | $0.04 |
Diluted (in dollars per share) | $0.02 | $0.02 | $0.04 | $0.04 |
Earnings_per_Share_Details_Tex
Earnings per Share (Details Textual) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jan. 18, 2013 | Jan. 18, 2013 | Jun. 30, 2013 | |
Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | |||||
Series B Preferred Stock [Member] | 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) | 116,655,000 | 355,918,000 | 386,276,000 | 352,795,000 | ' | ' | ' |
Accounts_Receivable_net_Detail
Accounts Receivable, net (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accounts receivable, net | ' | ' |
Gross accounts receivable | $116,703 | $113,015 |
Allowance for doubtful accounts | -7,586 | -9,078 |
Total accounts receivable, net | $109,117 | $103,937 |
Accounts_Receivable_net_Detail1
Accounts Receivable, net (Details 1) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Receivables from distributors | ' | ' |
Receivables from distributors | $93,159 | $88,975 |
Billed [Member] | ' | ' |
Receivables from distributors | ' | ' |
Receivables from distributors | 41,153 | 38,532 |
Unbilled [Member] | ' | ' |
Receivables from distributors | ' | ' |
Receivables from distributors | $52,006 | $50,443 |
Inventory_net_Details
Inventory, net (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory, net | ' | ' |
Raw materials | $12,438 | $12,358 |
Finished goods | 20,354 | 15,723 |
Allowance for obsolescence | -11,237 | -14,218 |
Total inventory, net | $21,555 | $13,863 |
Goodwill_Details
Goodwill (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 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 | ' |
Decrease in goodwill due to working capital adjustment | $1,144,000 | ' |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Summary of definite life intangible assets | ' | ' |
Accumulated amortization | ($336,172) | ($308,228) |
Net carrying value | 338,464 | ' |
Total intangible assets, Gross carrying value | 3,008,290 | 3,008,290 |
Total intangible assets, Net carrying value | 2,672,118 | 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 | -288,999 | -271,372 |
Net carrying value | 91,001 | 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 | -21,447 | -19,604 |
Net carrying value | 23,842 | 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 | -13,678 | -13,384 |
Net carrying value | 2,874 | 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 | -1,183 | -1,083 |
Net carrying value | 817 | 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 | -105 | -96 |
Net carrying value | 27 | 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 | -9,778 | -2,444 |
Net carrying value | 210,222 | 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 | -982 | -245 |
Net carrying value | $9,681 | $10,418 |
Intangible_Assets_Details_1
Intangible Assets (Details 1) | 6 Months Ended | |
Jun. 30, 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 | ' | [2] |
XM-2 [Member] | ' | |
Years in which licenses expires | ' | |
Year in which our FCC license expires | ' | [3] |
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-1 satellite expired on May 31, 2014. The FCC has granted us special temporary authority for approximately six months to operate our XM-1 satellite and prepare it for deorbiting maneuvers. | |
[3] | The FCC license for our XM-2 satellite expired on March 31, 2014. The FCC has granted us special temporary authority for approximately six months to operate our XM-2 satellite and perform deorbiting maneuvers. |
Intangible_Assets_Details_2
Intangible Assets (Details 2) (USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Expected amortization expense for each of the fiscal years | ' |
2014 (remaining) | $27,072 |
2015 | 51,700 |
2016 | 48,545 |
2017 | 34,882 |
2018 | 19,463 |
Thereafter | 156,802 |
Net carrying value | $338,464 |
Intangible_Assets_Details_Text
Intangible Assets (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jul. 31, 2008 | Jun. 30, 2014 | Jun. 30, 2014 | |
Subscriber relationships [Member] | Licensing agreements [Member] | Trademarks [Member] | Agero, Inc. [Member] | Agero, Inc. [Member] | |||||
Original equipment manufacturer relationships (OEM) [Member] | Proprietary software [Member] | ||||||||
Finite and Indefinite-lived Intangible Assets by Major Class [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment of intangible assets, indefinite-lived (excluding goodwill) | ' | ' | $0 | $0 | ' | ' | ' | ' | ' |
Intangible Assets (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price related to merger | ' | ' | ' | ' | ' | ' | 250,000,000 | ' | ' |
Intangible assets (Additional Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average useful lives (in years) | ' | ' | ' | ' | '9 years | '9 years 1 month 6 days | ' | '15 years | '10 years |
Amortization of intangible assets | $13,860,000 | $12,345,000 | $27,944,000 | $24,936,000 | ' | ' | ' | ' | ' |
Interest_Costs_Details
Interest Costs (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Interest Cost | ' | ' | ' | ' |
Interest costs charged to expense | $67,521 | $49,728 | $121,613 | $95,902 |
Interest costs capitalized | 204 | 8,038 | 410 | 16,008 |
Total interest costs incurred | 67,725 | 57,766 | 122,023 | 111,910 |
Interest Costs (Textual) [Abstract] | ' | ' | ' | ' |
Non cash interest expense included in interest costs | $5,548 | $5,490 | $10,779 | $10,932 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property and equipment, net | ' | ' |
Total property and equipment | $3,301,201 | $3,251,690 |
Accumulated depreciation and amortization | -1,751,320 | -1,657,116 |
Property and equipment, net | 1,549,881 | 1,594,574 |
Satellite system [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 2,397,611 | 2,407,423 |
Terrestrial repeater network [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 107,885 | 109,367 |
Leasehold improvements [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 48,899 | 46,173 |
Broadcast studio equipment [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 59,502 | 59,020 |
Capitalized software and hardware [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 314,529 | 298,267 |
Satellite telemetry, tracking and control facilities [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 65,868 | 63,944 |
Furniture, fixtures, equipment and other [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 67,755 | 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 | 58,921 | 58,662 |
Construction in progress [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | $141,820 | $103,148 |
Property_and_Equipment_Details1
Property and Equipment (Details 1) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Construction in progress | ' | ' |
Construction in progress | $141,820 | $103,148 |
Satellite system [Member] | ' | ' |
Construction in progress | ' | ' |
Construction in progress | 12,842 | 11,879 |
Terrestrial repeater network [Member] | ' | ' |
Construction in progress | ' | ' |
Construction in progress | 41,958 | 30,078 |
Capitalized software [Member] | ' | ' |
Construction in progress | ' | ' |
Construction in progress | 64,654 | 39,924 |
Other [Member] | ' | ' |
Construction in progress | ' | ' |
Construction in progress | $22,366 | $21,267 |
Property_and_Equipment_Details2
Property and Equipment (Details 2) | 6 Months Ended | |
Jun. 30, 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-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 June 30, 2014 but is still in operation. |
Property_and_Equipment_Details3
Property and Equipment (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Satellites | ||||
Property, Plant and Equipment [Abstract] | ' | ' | ' | ' |
Depreciation expense on property and equipment | $53,344 | $55,070 | $107,527 | $109,497 |
Disposal of property and equipment | ' | ' | $13,518 | $12,862 |
Number of owned satellites | ' | ' | 8 | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | ||||
Related Party Balances | ' | ' | ' | ' | ' | ||||
Related party current assets | $4,937 | ' | $4,937 | ' | $9,145 | ||||
Related party long-term assets | 108 | ' | 108 | ' | 30,164 | ||||
Related party current liabilities | 4,961 | ' | 4,961 | ' | 20,320 | ||||
Current maturities of long-term related party debt | 10,981 | ' | 10,981 | ' | 10,959 | ||||
Related party long-term liabilities | 15,055 | ' | 15,055 | ' | 16,337 | ||||
Related Party Revenue and Expenses [Abstract] | ' | ' | ' | ' | ' | ||||
Share of net (losses) earnings | ' | ' | 966 | 1,382 | ' | ||||
Liberty Media [Member] | ' | ' | ' | ' | ' | ||||
Related Party Balances | ' | ' | ' | ' | ' | ||||
Related party current assets | 130 | ' | 130 | ' | 278 | ||||
Related party long-term assets | 0 | ' | 0 | ' | 0 | ||||
Related party current liabilities | 64 | ' | 64 | ' | 15,766 | ||||
Current maturities of long-term related party debt | 10,981 | ' | 10,981 | ' | 10,959 | ||||
Related party long-term liabilities | 0 | ' | 0 | ' | 0 | ||||
Related Party Revenue and Expenses [Abstract] | ' | ' | ' | ' | ' | ||||
Interest Expense, Related Party | 279 | [1] | 4,682 | [1] | 556 | [1] | 9,359 | [1] | ' |
Sirius XM Canada [Member] | ' | ' | ' | ' | ' | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ||||
Equity Method Investments | 0 | ' | 0 | ' | 26,972 | ||||
Related Party Balances | ' | ' | ' | ' | ' | ||||
Related party current assets | 4,807 | ' | 4,807 | ' | 8,867 | ||||
Related party long-term assets | 108 | ' | 108 | ' | 27,619 | ||||
Related party current liabilities | 4,897 | ' | 4,897 | ' | 4,554 | ||||
Current maturities of long-term related party debt | 0 | ' | 0 | ' | 0 | ||||
Related party long-term liabilities | 15,055 | ' | 15,055 | ' | 16,337 | ||||
Related Party Revenue and Expenses [Abstract] | ' | ' | ' | ' | ' | ||||
Revenue | 12,559 | [2] | 12,562 | [2] | 24,340 | [2] | 23,311 | [2] | ' |
Share of net (losses) earnings | -1,018 | [3] | 37 | [3] | 3,308 | [3] | 1,382 | [3] | ' |
M-Way Solutions GmbH [Member] | ' | ' | ' | ' | ' | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ||||
Equity Method Investments | 0 | ' | 0 | ' | ' | ||||
Related Party Balances | ' | ' | ' | ' | ' | ||||
Related party current assets | 0 | ' | 0 | ' | 0 | ||||
Related party long-term assets | 0 | ' | 0 | ' | 2,545 | ||||
Related party current liabilities | 0 | ' | 0 | ' | 0 | ||||
Current maturities of long-term related party debt | 0 | ' | 0 | ' | 0 | ||||
Related party long-term liabilities | $0 | ' | $0 | ' | $0 | ||||
[1] | We recognize Interest expense associated with the portion of the 7% Exchangeable Senior Subordinated Notes due 2014 held by Liberty Media. | ||||||||
[2] | Under our agreements with Sirius XM Canada, we receive a percentage-based royalty for certain types of subscription revenue earned by Sirius XM Canada for the distribution of Sirius and XM channels, royalties for activation fees and reimbursements for other charges. We record revenue from Sirius XM Canada as Other revenue in our unaudited consolidated statements of comprehensive income | ||||||||
[3] | Our share of Sirius XM Canada's net (losses) earnings is recorded to Interest and investment (loss) income in our unaudited consolidated statements of comprehensive income on a one month lag. During the six months ended June 30, 2014, our share of Sirius XM Canada’s net earnings included a gain of $1,251 related to the fair value received in excess of the carrying value associated with the redemption of our investment in Sirius XM Canada’s 8% convertible unsecured subordinated debentures in February 2014. This amount includes amortization related to the equity method intangible assets of $0 and $364 for the three months ended June 30, 2014 and 2013, respectively, and $363 and $727 for the six months ended June 30, 2014 and 2013, respectively. |
Related_Party_Transactions_Det1
Related Party Transactions (Details Textual 1) (USD $) | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 |
In Thousands, except Share data, unless otherwise specified | Liberty Media [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | M-Way Solutions GmbH [Member] | Common Stock [Member] |
directors | 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 | ' | ' | ' | ' |
Sirius XM Canada shares owned (in shares) | ' | 47,300,000 | ' | ' | ' |
Equity method investment, ownership percentage | ' | 37.00% | ' | ' | ' |
Voting interest | ' | 25.00% | ' | ' | ' |
Investment balance, carrying value | ' | $0 | $26,972 | $0 | ' |
Loss recognized for other than temporary decline in fair value of investments | ' | ' | ' | $2,342 | ' |
Related_Party_Transactions_Det2
Related Party Transactions (Details Textual 2) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jul. 31, 2008 | Jun. 30, 2014 | Dec. 31, 2013 | Apr. 25, 2014 | Oct. 09, 2013 | Apr. 25, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | |||||
Liberty Media [Member] | Liberty Media [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [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] | 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] | |||||||||
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Liberty Media [Member] | Liberty Media [Member] | Level 2 [Member] | Level 2 [Member] | Liberty Media [Member] | Liberty Media [Member] | ||||||||||||||||||||
Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Interest rate on instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.00% | 7.00% | 7.00% | 7.00% | ||||
Stock repurchase program, authorized amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Derivatives asset (liability), fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | [1] | -15,702,000 | [1] | 0 | [1] | -15,702,000 | [1] | ' | ' | ' | ' |
Stock repurchased and retired during period, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 612,903,000 | 160,000,000 | ' | ' | 340,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Share price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.66 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Loss on change in value of derivatives | -7,463,000 | 0 | -34,485,000 | 0 | -7,463,000 | -34,485,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
7% Exchangeable Senior Subordinated Notes due 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,000,000 | 11,000,000 | ||||
Investment, equity method goodwill and intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,161,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Dividend received from unconsolidated entity investment | ' | ' | 8,554,000 | 13,217,000 | ' | ' | 30,010,000 | 3,730,000 | 34,455,000 | 7,482,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Investment balance, carrying value | ' | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | 26,972,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Deferred Revenue, Related Party, Current | ' | ' | ' | ' | ' | ' | 2,776,000 | ' | 2,776,000 | ' | 2,776,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Deferred Revenue, Related Party, Non Current | ' | ' | ' | ' | ' | ' | 14,802,000 | ' | 14,802,000 | ' | 16,190,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Estimated fair value of deferred revenue from XM Canada | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $34,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
[1] | The fair value of the derivative associated with the share repurchase agreement was determined using observable inputs, including the U.S. spot LIBOR curve and other available market data and was recorded in our unaudited consolidated balance sheets in Related party current liabilities, with changes in fair value recorded to our unaudited statements of comprehensive income |
Related_Party_Transactions_Det3
Related Party Transactions (Details Textual 3) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | |||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | 8% Convertible Unsecured Subordinated Debentures [Member] | |||||
Sirius XM Canada [Member] | |||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on conversion of debt | ' | ' | ' | ' | ' | ' | $1,251 | ' | ' |
Interest rate on instrument | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% |
Amortization related to equity method intangible assets | $13,860 | $12,345 | $27,944 | $24,936 | $0 | $364 | $363 | $727 | ' |
Investments_Details
Investments (Details) (USD $) | Jun. 30, 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 $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 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] | 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] | 4.625% Senior Notes Due 2023 [Member] | 4.625% Senior Notes Due 2023 [Member] | 6.00% Senior Note Due July 15, 2024 [Member] | 6.00% Senior Note Due July 15, 2024 [Member] | 5.25% Senior Notes due 2022 [Member] | 5.25% Senior Notes due 2022 [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% | ' | 4.63% | ' | 6.00% | ' | 5.25% | ' | ' | ' | ' | ||||||||||||||||
Principal Amount | ' | ' | ' | ' | ' | ' | $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] | $500,000,000 | [1],[3] | $500,000,000 | [1],[3] | $1,500,000,000 | [1],[3],[4] | ' | $400,000,000 | [1],[3],[5] | $400,000,000 | [1],[3],[5] | ' | ' | ' | |||
Credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,250,000,000 | [6] | 1,250,000,000 | [6] | 1,250,000,000 | ||||||||||||||
Debt carrying amount | ' | ' | ' | ' | ' | ' | 501,489,000 | [1],[2] | 500,481,000 | [1],[2] | 495,165,000 | [1],[3] | 494,809,000 | [1],[3] | 643,345,000 | [1],[3] | 642,914,000 | [1],[3] | 594,791,000 | [1],[3] | 594,499,000 | [1],[3] | 494,882,000 | [1],[3] | 494,653,000 | [1],[3] | 1,483,308,000 | [1],[3],[4] | 0 | [1],[3],[4] | 394,894,000 | [1],[3],[5] | 394,648,000 | [1],[3],[5] | 0 | [6] | 460,000,000 | [6] | ' |
Capital leases | ' | ' | ' | ' | 16,420,000 | 19,591,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Total Debt | 4,624,294,000 | 3,601,595,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Less: total current maturities non-related party | 497,884,000 | 496,815,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Less: total current maturities related party | 10,981,000 | 10,959,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Total long-term debt | $4,115,429,000 | $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 June 30, 2014, the common stock reserved for conversion in connection with the Exchangeable Notes was considered to be dilutive in our calculation of diluted net income per share and anti-dilutive during the six months ended June 30, 2014 and the three and six months ended June 30, 2013. | ||||||||||||||||||||||||||||||||||||||
[3] | Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes. | ||||||||||||||||||||||||||||||||||||||
[4] | In May 2014, Sirius XM issued $1,500,000 aggregate principal amount of 6.00% Senior Notes due 2024, with an original issuance discount of $16,875. | ||||||||||||||||||||||||||||||||||||||
[5] | On April 10, 2014, we entered into a supplemental indenture to the indenture governing the 5.25% Notes pursuant to which we granted a first priority lien on substantially all of the assets of Sirius XM and the guarantors to the holders of the 5.25% Notes. The liens securing the 5.25% Notes are equal and ratable to the liens granted to secure the Credit Facility. | ||||||||||||||||||||||||||||||||||||||
[6] | 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 0.30% per annum as of June 30, 2014. As of June 30, 2014, $1,250,000 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 due to the long-term maturity of this debt. |
Debt_Details_Textual
Debt (Details Textual) (USD $) | 6 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||||||||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |||||||||||||||
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | 8.75% Senior Notes due 2015 [Member] | 7.625% Senior Notes due 2018 [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] | 6.00% Senior Note Due July 15, 2024 [Member] | 4.25% Senior Notes Due 2020 [Member] | 4.25% Senior Notes Due 2020 [Member] | 4.625% Senior Notes Due 2023 [Member] | 4.625% Senior Notes Due 2023 [Member] | 5.75% Senior Notes due 2021 [Member] | 5.75% Senior Notes due 2021 [Member] | 5.875% Senior Notes due 2020 [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] | 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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||
Principal Amount | ' | ' | ' | ' | ' | ' | $502,370,000 | [1],[2] | $502,370,000 | [1],[2] | $1,500,000,000 | [1],[3],[4] | $500,000,000 | [1],[3] | $500,000,000 | [1],[3] | $500,000,000 | [1],[3] | $500,000,000 | [1],[3] | $600,000,000 | [1],[3] | $600,000,000 | [1],[3] | $650,000,000 | [1],[3] | $650,000,000 | [1],[3] | ' | ' | ' | ' | |||
Debt instrument, term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ||||||||||||||
Credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,250,000,000 | 1,250,000,000 | [5] | 1,250,000,000 | [5] | 1,250,000,000 | [5] | |||||||||||
Credit facility, unused capacity, commitment fee percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.30% | ' | ' | ||||||||||||||
Credit facility, remaining borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,250,000,000 | 1,250,000,000 | ' | ||||||||||||||
Repurchase of debt, amount | ' | ' | ' | ' | 29,013,000 | 100,650,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||
Amount paid on repurchase of debt | 905,815,000 | 283,180,000 | ' | ' | 32,977,000 | 112,569,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||
Gains (losses) on repurchase of debt | 0 | -16,377,000 | ' | ' | -3,755,000 | -12,622,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||
Maximum consolidated leverage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ||||||||||||||
Interest rate on instrument | ' | ' | 7.00% | 7.00% | 8.75% | 7.63% | 7.00% | ' | 6.00% | 4.25% | ' | 4.63% | ' | 5.75% | ' | 5.88% | ' | ' | ' | ' | ' | ||||||||||||||
Debt Instrument, Unamortized Discount | ' | ' | ' | ' | ' | ' | ' | ' | $16,875,000 | [1],[3] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||||
[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 June 30, 2014, the common stock reserved for conversion in connection with the Exchangeable Notes was considered to be dilutive in our calculation of diluted net income per share and anti-dilutive during the six months ended June 30, 2014 and the three and six months ended June 30, 2013. | ||||||||||||||||||||||||||||||||||
[3] | Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes. | ||||||||||||||||||||||||||||||||||
[4] | In May 2014, Sirius XM issued $1,500,000 aggregate principal amount of 6.00% Senior Notes due 2024, with an original issuance discount of $16,875. | ||||||||||||||||||||||||||||||||||
[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 0.30% per annum as of June 30, 2014. As of June 30, 2014, $1,250,000 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 due to the long-term maturity of this debt. |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | |||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jan. 18, 2013 | Jan. 18, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Apr. 25, 2014 | Oct. 09, 2013 | 31-May-14 | Jun. 30, 2014 | Apr. 25, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jul. 15, 2014 | |
Common Stock [Member] | Common Stock [Member] | Liberty Media [Member] | Liberty Media [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] | Accelerated Share Repurchase Program [Member] | Accelerated Share Repurchase Program [Member] | Amended October 2013 Share Repurchase Program [Member] | Other Current Assets [Member] | Other Current Assets [Member] | Related Party Current Assets [Member] | Related Party Current Assets [Member] | Subsequent Event [Member] | ||||||
Series B Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Common Stock [Member] | Common Stock [Member] | Liberty Media [Member] | Common Stock [Member] | ||||||||||||||
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | |||||||||||||||||||||
Additional Stockholder's Equity (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | ' | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 9,000,000,000 | ' | 9,000,000,000 | ' | 9,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued (in shares) | 5,712,347,567 | ' | 5,712,347,567 | ' | 6,096,220,526 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares outstanding | 5,706,347,567 | ' | 5,706,347,567 | ' | 6,096,220,526 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock reserved for issuance | 548,852,000 | ' | 548,852,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchase program, authorized amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,000,000,000 | ' | ' | $500,000,000 | $600,000,000 | ' | ' | ' | ' | ' | ' | $2,000,000,000 |
Stock repurchased and retired during period, value | ' | ' | ' | ' | ' | 612,903,000 | ' | ' | ' | ' | ' | ' | ' | 160,000,000 | ' | ' | ' | ' | 340,000,000 | ' | ' | ' | ' | ' |
Stock Repurchased and Retired During Period, Shares | ' | ' | ' | ' | ' | 188,419,584 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 112,500,000 | ' | 92,888,561 | ' | ' | ' | ' | ' |
Share price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.66 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on change in value of derivatives | -7,463,000 | 0 | -34,485,000 | 0 | ' | ' | ' | -7,463,000 | -34,485,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock retired | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 354,375,000 | ' | ' | ' | ' | ' | ' |
Remaining amount authorized under the stock repurchase program | 684,737,000 | ' | 684,737,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 245,625,000 | ' | ' | ' | ' | ' | ' |
Treasury stock | -20,739,000 | ' | -20,739,000 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Repurchase Program, Number of Shares Repurchased | 914,066,011 | ' | 914,066,011 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate cost for shares repurchased | 3,315,263,000 | ' | 3,315,263,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of costs related to share-lending arrangement and other issuance costs | 3,433,000 | 3,097,000 | 6,779,000 | 6,306,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized, debt issuance costs | 5,922,000 | ' | 5,922,000 | ' | 12,701,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,792,000 | 12,423,000 | 130,000 | 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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | 0 | ' | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding | 0 | ' | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of preferred stock to common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,250,100 | 1,293,509,076 | 1,293,509,076 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Warrants Exercised During Period | 1,788,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Warrant Exercised Shares | ' | ' | ' | ' | ' | ' | 99,349 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants outstanding | 16,667,000 | ' | 16,667,000 | ' | 18,455,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price on outstanding warrants | $2.50 | ' | $2.50 | ' | $2.55 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant Expenses | $0 | $0 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Benefit_Plans_Details
Benefit Plans (Details) (Employee Stock Option [Member]) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Employee Stock Option [Member] | ' | ' | ' | ' |
Fair value of options granted to employees and members of our board of directors | ' | ' | ' | ' |
Risk-free interest rate | 1.60% | 0.70% | 1.30% | 0.70% |
Expected life of options — years | '4 years 9 months 11 days | '4 years 8 months 16 days | '4 years 1 month 11 days | '4 years 8 months 16 days |
Expected stock price volatility | 40.00% | 48.00% | 36.00% | 48.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Benefit_Plans_Details_1
Benefit Plans (Details 1) (Employee Stock Option [Member], USD $) | 6 Months Ended |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 |
Employee Stock Option [Member] | ' |
Options | ' |
Outstanding, options, beginning balance (in shares) | 264,239,000 |
Granted, options (in shares) | 5,441,000 |
Exercised, options (in shares) | -11,568,000 |
Forfeited, cancelled or expired, options (in shares) | -5,910,000 |
Outstanding, options, ending balance (in shares) | 252,202,000 |
Exercisable, options (in shares) | 104,117,000 |
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) | $3.59 |
Exercised, weighted-average exercise price (in dollars per share) | $1.70 |
Forfeited, cancelled or expired, weighted-average exercise price (in dollars per share) | $4.40 |
Outstanding, weighted-average exercise price, ending balance (in dollars per share) | $2.44 |
Exercisable, weighted-average exercise price (in dollars per share) | $2.15 |
Outstanding, weighted average remaining contractual term | '6 years 9 months 28 days |
Exercisable, weighted average remaining contractual term | '4 years 11 months 17 days |
Outstanding, aggregate intrinsic value | $299,833 |
Exercisable, aggregate intrinsic value | $168,917 |
Benefit_Plans_Details_2
Benefit Plans (Details 2) (Restricted Stock Units (RSUs) [Member], USD $) | 6 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Restricted Stock Units (RSUs) [Member] | ' | ' |
Nonvested restricted stock unit activity, shares | ' | ' |
Nonvested, shares, beginning balance | 6,984 | ' |
Granted, shares | 270 | ' |
Vested, shares | 0 | ' |
Forfeited, shares | -126 | ' |
Nonvested, shares, ending balance | 7,128 | ' |
Nonvested restricted stock unit activity, grant date fair value | ' | ' |
Nonvested, grant date fair value, beginning | $3.58 | ' |
Granted, grant date fair value | $3.70 | $3.30 |
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 | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
plans | Third Parties [Member] | Third Parties [Member] | 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] | Employee Stock Option [Member] | Employee Stock Option [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Sirius XM Savings Plan [Member] | Sirius XM Savings Plan [Member] | Sirius XM Savings Plan [Member] | Sirius XM Savings Plan [Member] | ||||
Benefits Plans (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expense | $17,787 | $15,494 | $36,027 | $30,012 | ' | ' | ' | ' | ' | ' | $16,193 | $15,283 | $32,808 | $29,801 | $1,594 | $211 | $3,219 | $211 | ' | ' | ' | ' |
Stock-based awards expiration term | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock conversion to common stock | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock available for future grants | 79,039,000 | ' | 79,039,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of other share-based benefit plans | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted, options (in shares) | ' | ' | ' | ' | 0 | 0 | 0 | 0 | ' | ' | ' | ' | 5,441,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average grant date fair value of options granted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.09 | $1.34 | ' | ' | ' | ' | ' | ' | ' | ' |
Total intrinsic value of stock options exercised | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,435 | 33,660 | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options and vesting of restricted stock units (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,835,837 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total intrinsic value of restricted stock units that vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 605 | ' | ' | ' | ' | ' |
Weighted average grant date fair value of restricted stock units granted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.70 | $3.30 | ' | ' | ' | ' |
Granted, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 270,000 | ' | ' | ' | ' | ' |
Total unrecognized compensation costs related to unvested share based payment awards for restricted stock units, net of estimated forfeitures | ' | ' | ' | ' | ' | ' | ' | ' | 131,608 | 164,292 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average expected period for recognition of compensation expenses | ' | ' | ' | ' | ' | ' | ' | ' | '2 years 6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum of employee contributions of pre-tax eligible earnings to Company 401(k) Savings Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | 1.00% | ' |
Maximum of employee contributions of pre-tax eligible earnings to Company 401(k) Savings Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | 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% | ' | 33.33% | ' |
Savings plan, fully vested period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' |
Contributions by employer | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,254 | $968 | $3,133 | $2,387 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Jun. 30, 2014 | |
In Thousands, unless otherwise specified | ||
Expected contractual cash commitments | ' | |
2014 | $833,830 | [1] |
2015 | 576,588 | [1] |
2016 | 414,318 | [1] |
2017 | 367,206 | [1] |
2018 | 345,319 | [1] |
Thereafter | 5,501,484 | [1] |
Total | 8,038,745 | [1] |
Reserve for uncertain tax positions | 1,432 | |
Debt obligations [Member] | ' | |
Expected contractual cash commitments | ' | |
2014 | 506,037 | |
2015 | 7,482 | |
2016 | 4,265 | |
2017 | 928 | |
2018 | 78 | |
Thereafter | 4,150,000 | |
Total | 4,668,790 | |
Cash interest payments [Member] | ' | |
Expected contractual cash commitments | ' | |
2014 | 105,893 | |
2015 | 232,170 | |
2016 | 231,953 | |
2017 | 232,565 | |
2018 | 228,063 | |
Thereafter | 939,813 | |
Total | 1,970,457 | |
Satellite and transmission [Member] | ' | |
Expected contractual cash commitments | ' | |
2014 | 15,630 | |
2015 | 17,976 | |
2016 | 4,326 | |
2017 | 3,404 | |
2018 | 3,995 | |
Thereafter | 16,648 | |
Total | 61,979 | |
Programming and content [Member] | ' | |
Expected contractual cash commitments | ' | |
2014 | 121,493 | |
2015 | 226,271 | |
2016 | 105,121 | |
2017 | 74,721 | |
2018 | 60,150 | |
Thereafter | 108,333 | |
Total | 696,089 | |
Marketing and distribution [Member] | ' | |
Expected contractual cash commitments | ' | |
2014 | 13,169 | |
2015 | 18,536 | |
2016 | 10,603 | |
2017 | 7,070 | |
2018 | 6,226 | |
Thereafter | 6,707 | |
Total | 62,311 | |
Satellite incentive payments [Member] | ' | |
Expected contractual cash commitments | ' | |
2014 | 6,018 | |
2015 | 11,511 | |
2016 | 12,367 | |
2017 | 13,296 | |
2018 | 14,302 | |
Thereafter | 54,178 | |
Total | 111,672 | |
Operating lease obligations [Member] | ' | |
Expected contractual cash commitments | ' | |
2014 | 19,130 | |
2015 | 46,263 | |
2016 | 39,832 | |
2017 | 33,415 | |
2018 | 31,465 | |
Thereafter | 225,540 | |
Total | 395,645 | |
Other [Member] | ' | |
Expected contractual cash commitments | ' | |
2014 | 46,460 | |
2015 | 16,379 | |
2016 | 5,851 | |
2017 | 1,807 | |
2018 | 1,040 | |
Thereafter | 265 | |
Total | $71,802 | |
[1] | The table does not include our reserve for uncertain tax positions, which at June 30, 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 $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
attorneys | |
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 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 |
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 | 6 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2014 |
Common Stock [Member] | Scenario, Forecast [Member] | |||||
Liberty Media [Member] | ||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' |
Income tax expense | $86,822 | $76,659 | $163,570 | $155,699 | ' | ' |
Effective income tax percentage | ' | ' | 43.30% | ' | ' | 39.00% |
Valuation allowance | $7,699 | ' | $7,699 | ' | ' | ' |
Related party ownership percentage (greater than 50%) | ' | ' | ' | ' | 50.00% | ' |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Jun. 30, 2014 | Jul. 25, 2014 |
In Thousands, except Share data, unless otherwise specified | Subsequent Event [Member] | |
Subsequent Event [Line Items] | ' | ' |
Stock repurchased during period, shares | ' | 35,000,000 |
Stock repurchased during period, value | ' | $120,018 |
Remaining amount authorized under the stock repurchase program | $684,737 | ' |