Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 24, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | SIRIUS XM HOLDINGS INC. | |
Entity Central Index Key | 908,937 | |
Trading Symbol | SIRI | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 5,323,245,038 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue: | ||||
Subscriber revenue | $ 940,077 | $ 878,160 | $ 1,851,547 | $ 1,729,596 |
Advertising revenue | 28,839 | 25,498 | 55,712 | 47,712 |
Equipment revenue | 29,263 | 27,616 | 54,104 | 51,594 |
Other revenue | 125,031 | 104,071 | 242,837 | 204,154 |
Total revenue | 1,123,210 | 1,035,345 | 2,204,200 | 2,033,056 |
Cost of services: | ||||
Revenue share and royalties | 331,517 | 200,221 | 544,495 | 395,632 |
Programming and content | 69,370 | 69,570 | 140,516 | 144,440 |
Customer service and billing | 91,932 | 90,092 | 184,029 | 181,161 |
Satellite and transmission | 21,714 | 21,272 | 43,018 | 42,651 |
Cost of equipment | 10,930 | 12,030 | 19,775 | 19,834 |
Subscriber acquisition costs | 136,504 | 124,407 | 258,764 | 247,429 |
Sales and marketing | 86,493 | 77,759 | 165,237 | 154,086 |
Engineering, design and development | 16,088 | 15,630 | 31,048 | 31,541 |
General and administrative | 72,137 | 72,582 | 151,960 | 148,825 |
Depreciation and amortization | 67,096 | 67,204 | 132,123 | 135,471 |
Total operating expenses | 903,781 | 750,767 | 1,670,965 | 1,501,070 |
Income from operations | 219,429 | 284,578 | 533,235 | 531,986 |
Other income (expense): | ||||
Interest expense, net of amounts capitalized | (75,380) | (67,521) | (145,288) | (121,613) |
Interest and investment income (loss) | 4,032 | (1,066) | 5,013 | 3,283 |
Loss on change in value of derivatives | 0 | (7,463) | 0 | (34,485) |
Other income (loss) | 189 | (1,745) | (69) | (1,652) |
Total other expense | (71,159) | (77,795) | (140,344) | (154,467) |
Income before income taxes | 148,270 | 206,783 | 392,891 | 377,519 |
Income tax expense | (45,421) | (86,822) | (184,350) | (163,570) |
Net income | 102,849 | 119,961 | 208,541 | 213,949 |
Foreign currency translation adjustment, net of tax | (9) | (40) | (9) | 78 |
Total comprehensive income | $ 102,840 | $ 119,921 | $ 208,532 | $ 214,027 |
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) | 5,443,590 | 5,865,032 | 5,506,818 | 5,979,273 |
Diluted (in shares) | 5,507,601 | 6,210,078 | 5,570,445 | 6,054,771 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | |
Current assets: | |||
Cash and cash equivalents | $ 294,053 | $ 147,724 | |
Receivables, net | 240,325 | 220,579 | |
Inventory, net | 24,599 | 19,397 | |
Prepaid expenses | 122,996 | 116,336 | |
Related party current assets | 4,097 | 4,344 | |
Deferred tax asset | 903,376 | 1,038,603 | |
Other current assets | 40,920 | 2,763 | |
Total current assets | 1,630,366 | 1,549,746 | |
Property and equipment, net | 1,463,827 | 1,510,112 | |
Long-term restricted investments | 9,888 | 5,922 | |
Deferred financing fees, net | 15,377 | 12,021 | |
Intangible assets, net | 2,618,802 | 2,645,046 | |
Goodwill | 2,205,107 | 2,205,107 | |
Related party long-term assets | 0 | 3,000 | |
Long-term deferred tax asset | 395,224 | 437,736 | |
Other long-term assets | 69,480 | 6,819 | |
Total assets | 8,408,071 | 8,375,509 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 787,040 | 587,755 | |
Accrued interest | 97,243 | 80,440 | |
Current portion of deferred revenue | 1,694,232 | 1,632,381 | |
Current portion of deferred credit on executory contracts | 0 | 1,394 | |
Current maturities of long-term debt | [1] | 8,074 | 7,482 |
Related party current liabilities | 4,687 | 4,340 | |
Total current liabilities | 2,591,276 | 2,313,792 | |
Deferred revenue | 156,229 | 151,901 | |
Long-term debt | [1] | 5,108,336 | 4,493,863 |
Related party long-term liabilities | 12,215 | 13,635 | |
Other long-term liabilities | 92,751 | 92,481 | |
Total liabilities | $ 7,960,807 | $ 7,065,672 | |
Commitments and contingencies (Note 14) | |||
Stockholders’ equity: | |||
Common stock, par value $0.001; 9,000,000 shares authorized; 5,379,798 and 5,653,529 shares issued; 5,370,298 and 5,646,119 outstanding at June 30, 2015 and December 31, 2014, respectively | $ 5,379 | $ 5,653 | |
Accumulated other comprehensive loss, net of tax | (411) | (402) | |
Additional paid-in capital | 5,710,484 | 6,771,554 | |
Treasury stock, at cost; 9,500 and 7,410 shares of common stock at June 30, 2015 and December 31, 2014, respectively | (35,795) | (26,034) | |
Accumulated deficit | (5,232,393) | (5,440,934) | |
Total stockholders’ equity | 447,264 | 1,309,837 | |
Total liabilities and stockholders’ equity | $ 8,408,071 | $ 8,375,509 | |
[1] | The carrying value of the obligations is net of any remaining unamortized original issue discount. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 9,000,000,000 | 9,000,000,000 |
Common stock, shares issued (in shares) | 5,379,798,000 | 5,653,529,000 |
Common stock, shares outstanding (in shares) | 5,370,298,000 | 5,646,119,000 |
Treasury stock (in shares) | 9,500,000 | 7,410,000 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - 6 months ended Jun. 30, 2015 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2014 | $ 1,309,837 | $ 5,653 | $ (402) | $ 6,771,554 | $ (26,034) | $ (5,440,934) |
Beginning balance (in shares) at Dec. 31, 2014 | 5,653,529 | 7,410 | ||||
Comprehensive income, net of tax | 208,532 | $ 0 | (9) | 0 | $ 0 | 208,541 |
Share-based payment expense | 38,941 | 0 | 0 | 38,941 | 0 | 0 |
Exercise of options and vesting of restricted stock units | 0 | $ 6 | 0 | (6) | $ 0 | 0 |
Exercise of stock options and vesting of restricted stock units (in shares) | 6,326 | 0 | ||||
Minimum withholding taxes on net share settlement of stock-based compensation | (16,091) | $ 0 | 0 | (16,091) | $ 0 | 0 |
Issuance of common stock upon exercise of warrants | 0 | $ 6 | 0 | (6) | $ 0 | 0 |
Issuance of common stock upon exercise of warrants (in shares) | 6,010 | 0 | ||||
Common stock repurchased | $ (1,093,955) | $ 0 | 0 | 0 | $ (1,093,955) | 0 |
Common stock repurchased (in shares) | 288,156 | 0 | 288,156 | |||
Common stock retired | $ 0 | $ (286) | 0 | (1,083,908) | $ 1,084,194 | 0 |
Common stock retired (in shares) | (286,067) | (286,066) | ||||
Ending balance at Jun. 30, 2015 | $ 447,264 | $ 5,379 | $ (411) | $ 5,710,484 | $ (35,795) | $ (5,232,393) |
Ending balance (in shares) at Jun. 30, 2015 | 5,379,798 | 9,500 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities | ||
Net income | $ 208,541 | $ 213,949 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 132,123 | 135,471 |
Non-cash interest expense, net of amortization of premium | 3,868 | 10,779 |
Provision for doubtful accounts | 21,919 | 21,287 |
Amortization of deferred income related to equity method investment | (1,388) | (1,388) |
Gain on unconsolidated entity investments, net | 0 | (966) |
Dividend received from unconsolidated entity investment | 7,677 | 8,554 |
Loss on change in value of derivatives | 0 | 34,485 |
Share-based payment expense | 38,941 | 36,027 |
Deferred income taxes | 177,739 | 157,965 |
Other non-cash purchase price adjustments | (1,394) | (1,890) |
Changes in operating assets and liabilities: | ||
Receivables | (41,665) | (30,651) |
Inventory | (5,202) | (7,692) |
Related party, net | (4,117) | 2,837 |
Prepaid expenses and other current assets | (44,821) | (1,057) |
Other long-term assets | (62,663) | 1,238 |
Accounts payable and accrued expenses | 199,532 | (40,098) |
Accrued interest | 16,803 | 12,943 |
Deferred revenue | 66,179 | 44,981 |
Other long-term liabilities | 269 | (4,702) |
Net cash provided by operating activities | 712,341 | 592,072 |
Cash flows from investing activities: | ||
Additions to property and equipment | (61,229) | (58,417) |
Purchases of restricted and other investments | (3,966) | 0 |
Acquisition of business, net of cash acquired | 0 | 1,144 |
Return of capital from investment in unconsolidated entity | 0 | 24,178 |
Net cash used in investing activities | (65,195) | (33,095) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 0 | 260 |
Taxes paid in lieu of shares issued for stock-based compensation | (15,420) | (7,313) |
Proceeds from long-term borrowings and revolving credit facility, net of costs | 1,259,346 | 1,921,230 |
Repayment of long-term borrowings and revolving credit facility | (660,549) | (905,815) |
Common stock repurchased and retired | (1,084,194) | (1,532,164) |
Net cash used in financing activities | (500,817) | (523,802) |
Net increase in cash and cash equivalents | 146,329 | 35,175 |
Cash and cash equivalents at beginning of period | 147,724 | 134,805 |
Cash and cash equivalents at end of period | 294,053 | 169,980 |
Cash paid during the period for: | ||
Interest, net of amounts capitalized | 118,265 | 92,068 |
Non-cash investing and financing activities: | ||
Capital lease obligations incurred to acquire assets | 7,487 | 719 |
Treasury stock not yet settled | $ 35,795 | $ 20,739 |
Business & Basis of Presentatio
Business & Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Business & Basis of Presentation | (1) 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 our Internet radio service, including through applications for mobile devices. We are also a leader in providing connected vehicle services. Our connected vehicle services are designed to enhance the safety, security and driving experience for vehicle operators while providing marketing and operational benefits to automakers and their dealers. We have agreements with every major automaker (“OEMs”) to offer satellite radios in their vehicles. We also acquire subscribers through marketing to owners and lessees of vehicles that include 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 plan. We offer discounts for prepaid, longer term subscription plans, as well as a multiple subscription discount. 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 and data 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% 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. Certain numbers in our prior period consolidated financial statements have been reclassified to conform to our current period presentation. 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, 2015 and for the three and six months ended June 30, 2015 and 2014 have been made. Interim results are not necessarily indicative of the results that may be expected for a full year. This Quarterly Report on Form 10-Q should be read together with our Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 5, 2015. Public companies are required to disclose certain information about their reportable operating segments. Operating segments are defined as significant components of an enterprise for which separate financial information is available and is evaluated on a regular basis by the chief operating decision makers in deciding how to allocate resources to an individual segment and in assessing performance of the segment. We have determined that we have one reportable segment as our chief operating decision maker, our Chief Executive Officer, assesses performance and allocates resources based on the consolidated results of operations of our business. 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, 2015 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 16. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Fair Value Measurements 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, 2015 and December 31, 2014 the carrying amounts of cash and cash equivalents, 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, 2015 December 31, 2014 Level 1 Level 2 Level 3 Total Value Level 1 Level 2 Level 3 Total Fair Value Assets: Sirius XM Canada Holdings Inc. ("Sirius XM Canada") - investment (a) $ 204,000 — — $ 204,000 $ 246,500 — — $ 246,500 Liabilities: Debt (b) — $ 5,197,867 — $ 5,197,867 — $ 4,613,044 — $ 4,613,044 (a) This amount approximates fair value. The carrying value of our investment in Sirius XM Canada was $0 $2,654 (b) The fair value for non-publicly traded instruments is based upon estimates from a market maker and brokerage firm. Refer to Note 11 Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-03, Interest – Imputation of Interest (Subtopic 835-30) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings per Share | (3) 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 Common stock equivalents of 113,067 and 116,655 for the three months ended June 30, 2015 and 2014, respectively, and 114,443 and 386,276 for the six months ended June 30, 2015 and 2014, 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, 2015 2014 2015 2014 Numerator: Net income available to common stockholders for basic net income per common share $ 102,849 $ 119,961 $ 208,541 $ 213,949 Add back: Effect of interest on assumed conversions of convertible debt — 5,363 — — Net income available to common stockholders for diluted net income per common share $ 102,849 $ 125,324 $ 208,541 $ 213,949 Denominator: Weighted average common shares outstanding for basic net income per common share 5,443,590 5,865,032 5,506,818 5,979,273 Weighted average impact of assumed convertible debt (a) — 272,856 — — Weighted average impact of dilutive equity instruments 64,011 72,190 63,627 75,498 Weighted average shares for diluted net income per common share 5,507,601 6,210,078 5,570,445 6,054,771 Net income per common share: Basic $ 0.02 $ 0.02 $ 0.04 $ 0.04 Diluted $ 0.02 $ 0.02 $ 0.04 $ 0.04 (a) During the six months ended June 30, 2014, 272,856 shares of common stock were reserved for conversion in connection with the 7% Exchangeable Senior Subordinated Notes due 2014 (the “Exchangeable Notes”) and were considered to be anti-dilutive in our calculation of diluted net income per share. The Exchangeable Notes were fully converted into shares of our common stock as of December 1, 2014. |
Accounts Receivable, net
Accounts Receivable, net | 6 Months Ended |
Jun. 30, 2015 | |
Receivables [Abstract] | |
Receivables, net | (4) Receivables, net Receivables, net, includes customer accounts receivable, receivables from distributors and other receivables. Customer accounts receivable, net, includes receivables from our subscribers and advertising customers and is stated at amounts due, 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. Receivables from distributors primarily 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 wholesale distributors of our satellite radios. Other receivables primarily include amounts due from manufacturers of our radios, modules and chipsets where we are entitled to subsidies and royalties based on the number of units produced. We have not established an allowance for doubtful accounts for our receivables from distributors or other receivables as we have historically not experienced any significant collection issues with OEMs or other third parties. Receivables, net, consists of the following: June 30, 2015 December 31, 2014 Gross customer accounts receivable $ 102,334 $ 101,634 Allowance for doubtful accounts (7,118 ) (7,815 ) Customer accounts receivable, net $ 95,216 $ 93,819 Receivables from distributors 121,825 105,731 Other receivables 23,284 21,029 Total receivables, net $ 240,325 $ 220,579 |
Inventory, net
Inventory, net | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory, net | (5) Inventory, net Inventory consists of finished goods, refurbished goods, chipsets 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, 2015 December 31, 2014 Raw materials $ 11,449 $ 12,150 Finished goods 23,811 17,971 Allowance for obsolescence (10,661 ) (10,724 ) Total inventory, net $ 24,599 $ 19,397 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | (6) 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 of our single reporting unit 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, 2015, there were no indicators of impairment and no impairment loss was recorded for goodwill during the three and six months ended June 30, 2015 and 2014. As of June 30, 2015, 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, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | (7) Intangible Assets Our intangible assets include the following: June 30, 2015 December 31, 2014 Weighted Average Useful Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value 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 (321,683 ) 58,317 380,000 (305,755 ) 74,245 OEM relationships 15 years 220,000 (24,444 ) 195,556 220,000 (17,111 ) 202,889 Licensing agreements 12 years 45,289 (25,134 ) 20,155 45,289 (23,290 ) 21,999 Proprietary software 8 years 27,215 (16,721 ) 10,494 27,215 (15,691 ) 11,524 Developed technology 10 years 2,000 (1,383 ) 617 2,000 (1,283 ) 717 Leasehold interests 7.4 years 132 (123 ) 9 132 (114 ) 18 Total intangible assets $ 3,008,290 $ (389,488 ) $ 2,618,802 $ 3,008,290 $ (363,244 ) $ 2,645,046 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 satellite 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 2022 XM-1 (1) XM-3 2021 XM-4 2022 XM-5 2018 (1) The FCC license for this satellite has expired. The FCC has granted us special temporary authority to operate this satellite and prepare it for deorbiting maneuvers. Prior to expiration, we are required to apply for a renewal of our FCC licenses. The renewal and extension of our licenses, including temporary 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. 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 of June 30, 2015, 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, 2015 and 2014 Definite Life Intangible Assets Amortization expense for all definite life intangible assets was $13,021 and $13,860 for the three months ended June 30, 2015 and 2014, respectively, and $26,244 and $27,944 for the six months ended June 30, 2015 and 2014, respectively. Expected amortization expense for the remaining period in 2015, each of the fiscal years 2016 through 2019 and for periods thereafter is as follows: Years ending December 31, Amount 2015 (remaining) $ 25,456 2016 48,545 2017 34,882 2018 19,463 2019 19,026 Thereafter 137,776 Total definite life intangible assets, net $ 285,148 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2015 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | (8) Property and Equipment Property and equipment, net, consists of the following: June 30, 2015 December 31, 2014 Satellite system $ 2,397,611 $ 2,397,611 Terrestrial repeater network 109,412 108,341 Leasehold improvements 48,800 48,677 Broadcast studio equipment 67,988 61,306 Capitalized software and hardware 419,468 340,738 Satellite telemetry, tracking and control facilities 74,941 71,268 Furniture, fixtures, equipment and other 79,387 78,237 Land 38,411 38,411 Building 59,513 59,373 Construction in progress 115,502 155,716 Total property and equipment 3,411,033 3,359,678 Accumulated depreciation and amortization (1,947,206 ) (1,849,566 ) Property and equipment, net $ 1,463,827 $ 1,510,112 Construction in progress consists of the following: June 30, 2015 December 31, 2014 Satellite system $ 12,912 $ 12,912 Terrestrial repeater network 47,468 48,406 Capitalized software 34,311 77,755 Other 20,811 16,643 Construction in progress $ 115,502 $ 155,716 Depreciation expense on property and equipment was $54,075 and $53,344 for the three months ended June 30, 2015 and 2014, respectively, and $105,879 and $107,527 for the six months ended June 30, 2015 and 2014, respectively. We retired property and equipment of $8,239 and $13,518 during the six months ended June 30, 2015 and 2014, respectively. Satellites We currently own a fleet of nine operating satellites. The chart below provides certain information on these satellites: Satellite Description Year Delivered Estimated End of Depreciable Life FM-1* 2000 2013 FM-2* 2000 2013 FM-3 2000 2015 FM-5 2009 2024 FM-6 2013 2028 XM-1* 2001 2013 XM-3 2005 2020 XM-4 2006 2021 XM-5 2010 2025 * Satellite is fully depreciated and is still in operation. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (9) Related Party Transactions In the normal course of business, we enter into transactions with related parties. Our related parties include: Liberty Media Liberty Media has beneficially owned over 50% On October 9, 2013 $500,000 $3.66 Loss on change in value of derivatives Sirius XM Canada We hold an equity method investment in Sirius XM Canada. We own approximately 47,300 of Sirius XM Canada’s Class A shares on a converted basis, representing an approximate 37% equity interest and an approximate 25% voting interest. We primarily provide programming and content services to Sirius XM Canada. We had the following related party balances associated with Sirius XM Canada: June 30, 2015 December 31, 2014 Related party current assets $ 4,097 $ 4,344 Related party long-term assets $ — $ 3,000 Related party current liabilities $ 4,687 $ 4,340 Related party long-term liabilities $ 12,215 $ 13,635 Our related party current asset balances primarily consist of programming and chipset costs for which we are reimbursed. Our related party long-term asset balances primarily include our investment balance in Sirius XM Canada. Our related party liabilities as of June 30, 2015 and December 31, 2014 included $2,776 for the current portion of deferred revenue and $12,027 and $13,415, respectively, for the long-term portion of deferred revenue recorded as of the Merger date related to agreements with XM Canada, now Sirius XM Canada. These costs are being amortized on a straight line basis through 2020. We recorded the following revenue and investment income associated with Sirius XM Canada in our unaudited consolidated statements of comprehensive income: For the Three Months Ended June 30, For the Six Months Ended June 30, 2015 2014 2015 2014 Revenue (a) $ 12,979 $ 12,559 $ 26,496 $ 24,340 Investment income Share of net (losses) earnings (b) $ — $ (1,018 ) $ — $ 3,308 Dividends (c) $ 4,013 $ — $ 4,989 $ — (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) We recognize our proportionate share of earnings or losses of Sirius XM Canada as they occur as a component of Interest and investment income in our unaudited consolidated statements of comprehensive income on a one month lag. This amount includes amortization related to the equity method intangible assets of $0 for the three months ended June 30, 2015 and 2014, and $0 and $363 for the six months ended June 30, 2015 and 2014, respectively. As of June 30, 2015 we had $4,209 in losses related to our investment in Sirius XM Canada that we had not recorded in our unaudited consolidated financial statements since our investment balance is zero. Future equity income will be offset by these losses prior to recording equity income in our results. (c) Sirius XM Canada declared dividends to us of $4,013 and $30,010 during the three months ended June 30, 2015 and 2014, respectively, and $7,990 and $34,455 during the six months ended June 30, 2015 and 2014, respectively. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2015 | |
Investments All Other Investments [Abstract] | |
Investments | (10) Investments Long Term Restricted Investments Restricted investments relate to reimbursement obligations under letters of credit issued for the benefit of lessors of certain of our office space. As of June 30, 2015 and December 31, 2014, our Long-term restricted investments were $9,888 and $5,922, respectively. During the six months ended June 30, 2015, we increased our letters of credit by $3,966 associated with leased office space. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | (11) Debt Our debt as of June 30, 2015 and December 31, 2014 consisted of the following: Carrying value (a) Issuer / Borrower Issued Debt Maturity Date Interest Payable Principal Amount June 30, 2015 December 31, 2014 Sirius XM (b) May 2013 4.25% Senior Notes (the "4.25% Notes") May 15, 2020 semi-annually on May 15 and November $ 500,000 $ 495,901 $ 495,529 Sirius XM (b) September 2013 5.875% Senior Notes (the "5.875% Notes") October 1, 2020 semi-annually on April 1 and October 1 650,000 644,248 643,790 Sirius XM (b) August 2013 5.75% Senior Notes (the "5.75% Notes") August 1, 2021 semi-annually on February 1 and August 1 600,000 595,401 595,091 Sirius XM (b) May 2013 4.625% Senior Notes (the "4.625% Notes") May 15, 2023 semi-annually on May 15 and November 15 500,000 495,356 495,116 Sirius XM (b) May 2014 6.00% Senior Notes (the "6.00% Notes") July 15, 2024 semi-annually on January 15 and July 15 1,500,000 1,484,547 1,483,918 Sirius XM (b)(c) March 2015 5.375% Senior Notes (the "5.375% Notes") April 15, 2025 semi-annually on April 15 and October 15 1,000,000 989,018 — Sirius XM (b)(d) August 2012 5.25% Senior Secured Notes (the "5.25% Notes") August 15, 2022 semi-annually on February 15 and August 15 400,000 395,407 395,147 Sirius XM (e) December 2012 Senior Secured Revolving Credit Facility (the "Credit Facility") June 16, 2020 variable fee paid quarterly 1,750,000 — 380,000 Sirius XM Various Capital leases Various n/a n/a 16,532 12,754 Total Debt 5,116,410 4,501,345 Less: total current maturities 8,074 7,482 Total long-term debt $ 5,108,336 $ 4,493,863 (a) The carrying value of the obligations is net of any remaining unamortized original issue discount. (b) Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes. (c) In March 2015, Sirius XM issued $1,000,000 aggregate principal amount of 5.375% Senior Notes due 2025, with an original issuance discount of $11,250. (d) The liens securing the 5.25% Notes are equal and ratable to the liens granted to secure the Credit Facility. (e) In December 2012, Sirius XM entered into a five-year Credit Facility with a syndicate of financial institutions for $1,250,000. In June 2015, Sirius XM entered into an amendment to increase the total borrowing capacity under the Credit Facility to $1,750,000 and to extend the maturity to June 2020. 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. Interest on borrowings is payable on a monthly 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 which is payable on a quarterly basis. The variable rate for the unused portion of the Credit Facility was 0.30% per annum as of June 30, 2015. As of June 30, 2015, $1,750,000 Covenants and Restrictions 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 consolidated total 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 governing Sirius XM's 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 indentures governing the notes also contain 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 Sirius XM's debt agreements, the following generally constitute an event of default: (i) a default in the payment of interest; (ii) a default in the payment of principal; (iii) failure to comply with covenants; (iv) failure to pay other indebtedness after final maturity or acceleration of other indebtedness exceeding a specified amount; (v) certain events of bankruptcy; (vi) a judgment for payment of money exceeding a specified aggregate amount; and (vii) voidance of subsidiary guarantees, subject to grace periods where applicable. If an event of default occurs and is continuing, our debt could become immediately due and payable. At June 30, 2015 and December 31, 2014, we were in compliance with our debt covenants. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | (12) Stockholders’ Equity Common Stock, par value $0.001 per share We are authorized to issue up to 9,000,000 shares of common stock. There were 5,379,798 and 5,653,529 shares of common stock issued and 5,370,298 and 5,646,119 shares outstanding on June 30, 2015 and December 31, 2014, respectively. As of June 30, 2015, 261,694 shares of common stock were reserved for issuance in connection with incentive stock based awards and common stock to be granted to members of our board of directors, employees and third parties. Stock Repurchase Program As of June 30, 2015, our board of directors has approved for repurchase an aggregate of $6,000,000 The following table summarizes our share repurchase activity for the six months ended: June 30, 2015 June 30, 2014 Share Repurchase Type Shares Amount Shares Amount Open Market and Privately Negotiated Repurchases (a) 288,156 $ 1,093,955 188,420 $ 612,903 Liberty Media (b) — — 92,889 340,000 May 2014 ASR Agreement (c) — — 112,500 600,000 Total Repurchases 288,156 $ 1,093,955 393,809 $ 1,552,903 (a) As of June 30, 2015, $35,795 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. (b) On April 25, 2014, we completed the final purchase installment under an agreement with Liberty Media. (c) In May 2014, we entered into an accelerated share repurchase agreement (the “May 2014 ASR Agreement”) under which we prepaid $600,000 to a third-party financial institution to repurchase our common stock. Under the May 2014 ASR Agreement, we received an initial delivery of 112,500 shares of our common stock during the six months ended June 30, 2014 which were retired upon settlement. Subsequent to June 30, 2014, we received 39,346 shares of our common stock and $93,596 for the unused portion of the original prepayment under the May 2014 ASR Agreement. Preferred Stock, par value $0.001 per share We are authorized to issue up to 50,000 shares of undesignated preferred stock with a liquidation preference of $0.001 per share. There were no shares of preferred stock issued or outstanding as of June 30, 2015 and December 31, 2014. Warrants We have issued warrants to purchase shares of our common stock in connection with distribution and programming agreements. As of December 31, 2014, 16,667 warrants to acquire an equal number of shares of common stock with an exercise price of $2.50 per share were outstanding and fully vested. During the three months ended June 30, 2015, the remaining 16,667 warrants were exercised on a net settlement basis, resulting in the issuance of 6,010 shares of our common stock. Except for an insignificant amount of warrant expense associated with the extension of the warrants during the three months ended March 31, 2015, we did not incur warrant related expenses during the three and six months ended June 30, 2015 and 2014. Warrants were included |
Benefit Plans
Benefit Plans | 6 Months Ended |
Jun. 30, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |
Benefit Plans | (13) Benefit Plans We recognized share-based payment expense of $19,524 and $17,787 for the three months ended June 30, 2015 and 2014, respectively, and $38,941 and $36,027 for the six months ended June 30, 2015 and 2014, respectively. 2015 Long-Term Stock Incentive Plan In May 2015, our stockholders approved the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “2015 Plan”). Employees, consultants and members of our board of directors are eligible to receive awards under the 2015 Plan. The 2015 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 2015 Plan are generally subject to a vesting requirement. Stock options 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, 2015, 393,554 shares of common stock were available for future grants under the 2015 Plan. Other Plans We maintain four other share-based benefit plans — the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan, the XM 2007 Stock Incentive Plan, the Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan and the XM 1998 Shares Award Plan. No further awards may be made under these plans. 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, 2015 2014 2015 2014 Risk-free interest rate 1.3% 1.6% 1.3% 1.3% Expected life of options — years 3.83 4.78 3.83 4.11 Expected stock price volatility 26% 40% 26% 36% Expected dividend yield 0% 0% 0% 0% There were no options granted to third parties during the three and six months ended June 30, 2015 and 2014. 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 was zero for all periods. The following table summarizes stock option activity under our share-based plans for the six months ended June 30, 2015: Options Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2014 267,854 $ 2.72 Granted 6,242 $ 3.88 Exercised (18,672 ) $ 1.66 Forfeited, cancelled or expired (5,474 ) $ 5.09 Outstanding as of June 30, 2015 249,950 $ 2.77 6.83 $ 256,819 Exercisable as of June 30, 2015 101,690 $ 2.27 4.88 $ 164,658 The weighted average grant date fair value per share of options granted during the six months ended June 30, 2015 and 2014 was $0.84 and $1.09, respectively. The total intrinsic value of stock options exercised during the six months ended June 30, 2015 and 2014 was $39,795 and $20,435, respectively. During the six months ended June 30, 2015, the number of shares which were issued as a result of stock option exercises was 6,249. We recognized share-based payment expense associated with stock options of $16,553 and $16,193 for the three months ended June 30, 2015 and 2014, respectively, and $33,244 and $32,808 for the six months ended June 30, 2015 and 2014, respectively. The following table summarizes the nonvested restricted stock unit activity and stock awards granted under our share-based plans for the six months ended June 30, 2015: Shares Grant Date Fair Value Per Share Nonvested as of December 31, 2014 11,575 $ 3.47 Granted 451 $ 3.88 Vested (77 ) $ 3.90 Forfeited (205 ) $ 3.46 Nonvested as of June 30, 2015 11,744 $ 3.48 The weighted average grant date fair value per share of restricted stock units and stock awards granted during the six months ended June 30, 2015 and 2014 was $3.88 and $3.70, respectively. The total intrinsic value of the 77 stock awards vesting during the six months ended June 30, 2015 was $300. We recognized share-based payment expense associated with restricted stock units and stock awards of $2,971 and $1,594 during the three months ended June 30, 2015 and 2014, respectively, and $5,697 and $3,219 during the six months ended June 30, 2015 and 2014, respectively. Total unrecognized compensation costs related to unvested share-based payment awards for stock options and restricted stock units granted to employees and members of our board of directors at June 30, 2015 and December 31, 2014, net of estimated forfeitures, were $129,822 and $162,985, respectively. The total unrecognized compensation costs at June 30, 2015 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 were 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. We contributed $1,513 and $1,254 during three months ended June 30, 2015 and 2014, respectively, and $4,540 and $3,133 during the six months ended June 30, 2015 and 2014, respectively, to the Sirius XM Plan in fulfillment of our matching obligation. Sirius XM Holdings Inc. Deferred Compensation Plan In June 2015, we adopted the Sirius XM Holdings Inc. Deferred Compensation Plan (the “DCP”), effective July 1, 2015. The DCP allows members of our Board of Directors and certain eligible employees to defer all or a portion of their base salary, cash incentive compensation and/or Board of Directors compensation, as applicable, each plan year. Pursuant to the terms of the DCP, we may elect to make additional contributions beyond amounts deferred by participants, but we are under no obligation to do so. The Company intends to establish a grantor (or “rabbi”) trust to facilitate the payment of obligations under the DCP. As of June 30, 2015, there were no balances or amounts associated with the DCP that were recorded in our unaudited consolidated financial statements (as the DCP was not yet effective). |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (14) Commitments and Contingencies The following table summarizes our expected contractual cash commitments as of June 30, 2015: 2015 2016 2017 2018 2019 Thereafter Total Debt obligations $ 4,213 $ 6,062 $ 2,783 $ 1,994 $ 1,480 $ 5,150,000 $ 5,166,532 Cash interest payments 149,262 287,434 287,295 287,222 287,159 1,011,167 2,309,539 Satellite and transmission 11,323 7,927 3,655 4,106 4,120 12,588 43,719 Programming and content 117,321 121,620 90,915 71,275 54,683 60,000 515,814 Marketing and distribution 17,913 14,160 9,222 8,431 6,253 1,530 57,509 Satellite incentive payments 5,858 12,367 13,296 14,302 10,652 43,527 100,002 Operating lease obligations 21,727 46,712 40,358 38,858 34,326 210,340 392,321 Other 269,846 18,454 6,084 1,823 456 356 297,019 Total (1) $ 597,463 $ 514,736 $ 453,608 $ 428,011 $ 399,129 $ 6,489,508 $ 8,882,455 (1) The table does not include our reserve for uncertain tax positions, which at June 30, 2015 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 meeting their fifteen-year design life. Boeing may also be entitled to additional incentive payments up to $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 meeting 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 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 our stock acquired from a third-party financial institution but not paid for as of June 30, 2015 is also included in this category. The amount in this category for 2015 includes $210,000 that will be paid on or before July 31, 2015 related to the settlement of Capitol Records LLC et al. v. Sirius XM Radio Inc. for the use of pre-1972 sound recordings. 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 In the ordinary course of business, we are a defendant or party to various claims and lawsuits, including those discussed below. These claims are at various stages of arbitration or adjudication. We record a liability when we believe that it is both probable that a liability will be incurred, and the amount of loss can be reasonably estimated. We evaluate developments in legal matters that could affect the amount of liability that has been previously accrued and make adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss. We may be unable to reasonably estimate the reasonably possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because: (i) the damages sought are indeterminate; (ii) the proceedings are in the relative early stages; (iii) there is uncertainty as to the outcome of pending proceedings (including motions and appeals); (iv) there is uncertainty as to the likelihood of settlement and the outcome of any negotiations with respect thereto; (v) there remain significant factual issues to be determined or resolved; (vi) the relevant law is unsettled; or (vii) the proceedings involve novel or untested legal theories. In such instances, there may be considerable uncertainty regarding the ultimate resolution of such matters, including a possible eventual loss, if any. Pre-1972 Sound Recording Matters . In August and September 2013, we were named as a defendant in three putative class action suits and one additional suit challenging our use and public performance via satellite radio and the Internet of sound recordings fixed prior to February 15, 1972 (“pre-1972 recordings”) under California, New York and/or Florida law. The plaintiffs in the putative class action suits purport to seek in excess of $100,000 in compensatory damages along with unspecified punitive damages and injunctive relief. The plaintiffs in the individual lawsuit seek unspecified compensatory damages, punitive damages, and injunctive relief. These cases are titled Flo & Eddie Inc. v. Sirius XM Radio Inc. Flo & Eddie, Inc. v. Sirius XM Radio Inc. Flo & Eddie, Inc. v. Sirius XM Radio Inc. Flo & Eddie Capitol Records LLC et al. v. Sirius XM Radio Inc. Capitol Records Each of these cases is at varying stages: · Flo & Eddie In September 2014, the United States District Court for the Central District of California ruled that California Civil Code Section 980(a), which provides that the owner of a pre-1972 recording has “exclusive ownership” therein, includes the exclusive right to control public performances of that recording. The Court granted Flo & Eddie’s motion for summary judgment on liability, holding that we were liable for unfair competition, misappropriation, and conversion under California law for publicly performing Flo & Eddie’s pre-1972 recordings without authorization. We intend to appeal that decision. In May 2015, the Court granted Flo & Eddie’s motion for class certification and certified a class of owners of pre-1972 recordings that have been performed and used by us in California without authorization. In June 2015, we filed a motion with the United States Court of Appeals for the Ninth Circuit seeking interlocutory review of that class certification decision. · Flo & Eddie In November 2014, the United States District Court for the Southern District of New York ruled that New York common law grants a public performance right to owners of pre-1972 recordings. The Court denied our motion for summary judgment on liability. In April 2015, the United States Court of Appeals for the Second Circuit granted our petition for interlocutory review of that decision. · Flo & Eddie In June 2015, the United States District Court for the Southern District of Florida ruled that Florida common law does not grant a public performance right to owners of pre-1972 recordings. In July 2015, Flo & Eddie filed a notice of appeal of that decision. · Capitol Records In October 2014, the Superior Court of the State of California for the County of Los Angeles adopted the Flo & Eddie California court’s interpretation of California law and granted plaintiffs’ motion for a jury instruction providing, in relevant part: “The owner of a sound recording ‘fixed’ (i.e., recorded) prior to February 15, 1972, possesses a property interest and exclusive ownership rights in that sound recording … [that] include[s] the exclusive right to publicly perform, or authorize others to publicly perform, the sound recording by means of digital transmission.” The Court did not make any finding of liability. In June 2015, we entered into a settlement agreement with the plaintiffs, Capitol Records LLC, Sony Music Entertainment, UMG Recordings, Inc., Warner Music Group Corp. and ABKCO Music & Records, Inc., to settle the case in its entirety. Pursuant to the settlement agreement, we agreed to pay the plaintiffs, in the aggregate, $210,000 on or before July 31, 2015 and the plaintiffs will dismiss the case with prejudice. The settlement resolves all past claims as to our use of pre-1972 recordings owned or controlled by the plaintiffs and enables us, without any additional payment, to reproduce, perform and broadcast such recordings in the United States through December 31, 2017. As part of the settlement, we have the right, to be exercised before December 31, 2017, to enter into a license with each plaintiff to reproduce, perform and broadcast pre-1972 recordings owned or controlled by the plaintiffs from January 1, 2018 through December 31, 2022. The royalty rate for each such license will be determined by negotiation or, if the parties are unable to agree, binding arbitration. The plaintiffs have represented and warranted to us that in the United States they own, control or otherwise have the right to settle with respect to approximately 80% of the pre-1972 recordings we have historically played. Pursuant to this settlement, we recorded $210,000 to Accounts payable and accrued expenses within our unaudited consolidated balance sheets as of June 30, 2015 and recognized $107,658 to Revenue share and royalties within our unaudited statements of comprehensive income during the three and six months ended June 30, 2015 related to the period prior to June 30, 2015. Of the remaining $102,342 of the settlement, $38,665 was recorded to Other current assets and $63,677 was recorded to Other long-term assets within our unaudited consolidated balance sheets as of June 30, 2015, which will be amortized to Revenue share and royalties within our unaudited statements of comprehensive income over the future service period of July 2015 through December 2017. At this point we cannot estimate the reasonably possible loss, or range of loss, which could be incurred if the plaintiff in the Flo & Eddie In addition, in August 2013, SoundExchange, Inc. filed a complaint in the United States District Court for the District of Columbia alleging that we underpaid royalties for statutory licenses during the 2007-2012 rate period in violation of the regulations established by the Copyright Royalty Board for that period. SoundExchange principally alleges that we improperly reduced our calculation of gross revenues, on which the royalty payments are based, by deducting non-recognized revenue attributable to pre-1972 recordings and Premier package revenue that is not “separately charged” as required by the regulations. SoundExchange is seeking compensatory damages of not less than $50,000 and up to $100,000 or more, payment of late fees and interest, and attorneys’ fees and costs. In August 2014, the United States District Court for the District of Columbia granted our motion to dismiss the complaint without prejudice on the grounds that the case properly should be pursued before the Copyright Royalty Board rather than the district court. In December 2014, SoundExchange filed a petition with the Copyright Royalty Board requesting an order interpreting the applicable regulations. At this point we cannot estimate the reasonably possible loss, or range of loss, which could be incurred if the plaintiffs were to prevail in the allegations, but we believe we have substantial defenses to the claims asserted. We intend to defend this action vigorously. This matter is titled SoundExchange, Inc. v. Sirius XM Radio, Inc.. Determination of Rates and Terms for Preexisting Subscription Services and Satellite Digital Audio Radio Services, Telephone Consumer Protection Act Suits . We are a defendant in several purported class action suits, which were commenced in February 2012, January 2013, January 2015, April 2015 and July 2015, in the United States District Court for the Eastern District of Virginia, Newport News Division, the United States District Court for the Southern District of California, the United States District Court for the Northern District of Illinois and the United States District Court for the Middle District of Florida that allege that we, or certain call center vendors acting on our behalf, made numerous calls which violate provisions of the Telephone Consumer Protection Act of 1991 (the “TCPA”). The plaintiffs in these actions allege, among other things, that we called mobile phones using an automatic telephone dialing system without the consumer’s prior consent or, alternatively, after the consumer revoked their prior consent and, in one of the actions, that we violated the TCPA’s call time restrictions. The plaintiffs in these suits are seeking various forms of relief, including statutory damages of five-hundred dollars for each violation of the TCPA or, in the alternative, treble damages of up to fifteen-hundred dollars for each knowing and willful violation of the TCPA, as well as payment of interest, attorneys’ fees and costs, and certain injunctive relief prohibiting violations of the TCPA in the future. Plaintiffs in certain of these suits have filed a motion with the Judicial Panel on Multidistrict Litigation to transfer these purported class actions, and other allegedly related cases, to the United States District Court for the Northern District of Illinois for consolidated or coordinated pretrial proceedings. We believe we have substantial defenses to the claims asserted in these actions, and we intend to defend them vigorously. We have notified certain of our call center vendors of these actions and requested that they defend and indemnify us against these claims pursuant to the provisions of their existing or former agreements with us. We believe we have valid contractual claims against certain call center vendors in connection with these claims and intend to preserve and pursue our rights to recover from these entities. These purported class action cases are titled Erik Knutson v. Sirius XM Radio Inc. Francis W. Hooker v. Sirius XM Radio, Inc. Brian Trenz v. Sirius XM Holdings, Inc. and Toyota Motor Sales, U.S.A., Inc. Yefim Elikman v. Sirius XM Radio, Inc. and Career Horizons, Inc. Anthony Parker v. Sirius XM Radio, Inc. With respect to certain matters described above under the captions “ Pre-1972 Sound Recording Matters Telephone Consumer Protection Act Suits 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, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (15) 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, 2015 and 2014 was $45,421 and $86,822, respectively, and $184,350 and $163,570, respectively, for the six months ended June 30, 2015 and 2014. We estimate our annual effective tax rate for the year ending December 31, 2015 will be 38.3%. Our effective tax rate for the three and six months ended 2015 was 30.6% and 46.9%, respectively, primarily due to the effect of a tax law change in the District of Columbia during the three months ended March 31, 2015 and in New York City during the three months ended June 30, 2015. The tax law change in the District of Columbia will reduce our future taxes and thus we will use less of certain net operating losses in the future which resulted in a $44,392 increase in our valuation allowance during the three months ended March 31, 2015. The tax law change in New York City will increase certain net operating losses to be utilized in the future resulting in a $16,945 increase in our deferred tax asset during the three months ended June 30, 2015. Our effective tax rate for the six months ended June 30, 2014 was 43.3% due to the impact of the loss on change in fair value of the derivative related to the share repurchase agreement with Liberty Media. As of June 30, 2015 and December 31, 2014, we had a valuation allowance related to deferred tax assets of $49,387 and $4,995, respectively, that were not likely to be realized due to certain state net operating loss limitations and acquired net operating losses that we were not likely to utilize. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | (16) Subsequent Events Stock Repurchase Program For the period from July 1, 2015 to July 24, 2015, we repurchased 47,317 shares of our common stock for an aggregate purchase price of $179,199, including fees and commissions, on the open market. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Fair Value Measurements | Fair Value Measurements 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, 2015 and December 31, 2014 the carrying amounts of cash and cash equivalents, receivables, and accounts payable approximated fair value due to the short-term nature of these instruments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-03, Interest – Imputation of Interest (Subtopic 835-30) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) |
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 |
Receivables, net | Receivables, net, includes customer accounts receivable, receivables from distributors and other receivables. Customer accounts receivable, net, includes receivables from our subscribers and advertising customers and is stated at amounts due, 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. Receivables from distributors primarily 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 wholesale distributors of our satellite radios. Other receivables primarily include amounts due from manufacturers of our radios, modules and chipsets where we are entitled to subsidies and royalties based on the number of units produced. We have not established an allowance for doubtful accounts for our receivables from distributors or other receivables as we have historically not experienced any significant collection issues with OEMs or other third parties. |
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 of our single reporting unit 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. |
Legal Costs | We record a liability when we believe that it is both probable that a liability will be incurred, and the amount of loss can be reasonably estimated. We evaluate developments in legal matters that could affect the amount of liability that has been previously accrued and make adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss. We may be unable to reasonably estimate the reasonably possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because: (i) the damages sought are indeterminate; (ii) the proceedings are in the relative early stages; (iii) there is uncertainty as to the outcome of pending proceedings (including motions and appeals); (iv) there is uncertainty as to the likelihood of settlement and the outcome of any negotiations with respect thereto; (v) there remain significant factual issues to be determined or resolved; (vi) the relevant law is unsettled; or (vii) the proceedings involve novel or untested legal theories. In such instances, there may be considerable uncertainty regarding the ultimate resolution of such matters, including a possible eventual loss, if any. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of assets and liabilities measured at fair value | Our assets and liabilities measured at fair value were as follows: June 30, 2015 December 31, 2014 Level 1 Level 2 Level 3 Total Value Level 1 Level 2 Level 3 Total Fair Value Assets: Sirius XM Canada Holdings Inc. ("Sirius XM Canada") - investment (a) $ 204,000 — — $ 204,000 $ 246,500 — — $ 246,500 Liabilities: Debt (b) — $ 5,197,867 — $ 5,197,867 — $ 4,613,044 — $ 4,613,044 (a) This amount approximates fair value. The carrying value of our investment in Sirius XM Canada was $0 $2,654 (b) The fair value for non-publicly traded instruments is based upon estimates from a market maker and brokerage firm. Refer to Note 11 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Common stock equivalents of 113,067 and 116,655 for the three months ended June 30, 2015 and 2014, respectively, and 114,443 and 386,276 for the six months ended June 30, 2015 and 2014, 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, 2015 2014 2015 2014 Numerator: Net income available to common stockholders for basic net income per common share $ 102,849 $ 119,961 $ 208,541 $ 213,949 Add back: Effect of interest on assumed conversions of convertible debt — 5,363 — — Net income available to common stockholders for diluted net income per common share $ 102,849 $ 125,324 $ 208,541 $ 213,949 Denominator: Weighted average common shares outstanding for basic net income per common share 5,443,590 5,865,032 5,506,818 5,979,273 Weighted average impact of assumed convertible debt (a) — 272,856 — — Weighted average impact of dilutive equity instruments 64,011 72,190 63,627 75,498 Weighted average shares for diluted net income per common share 5,507,601 6,210,078 5,570,445 6,054,771 Net income per common share: Basic $ 0.02 $ 0.02 $ 0.04 $ 0.04 Diluted $ 0.02 $ 0.02 $ 0.04 $ 0.04 (a) During the six months ended June 30, 2014, 272,856 shares of common stock were reserved for conversion in connection with the 7% Exchangeable Senior Subordinated Notes due 2014 (the “Exchangeable Notes”) and were considered to be anti-dilutive in our calculation of diluted net income per share. The Exchangeable Notes were fully converted into shares of our common stock as of December 1, 2014. |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Receivables [Abstract] | |
Accounts receivable, net | Receivables, net, consists of the following: June 30, 2015 December 31, 2014 Gross customer accounts receivable $ 102,334 $ 101,634 Allowance for doubtful accounts (7,118 ) (7,815 ) Customer accounts receivable, net $ 95,216 $ 93,819 Receivables from distributors 121,825 105,731 Other receivables 23,284 21,029 Total receivables, net $ 240,325 $ 220,579 |
Inventory, net (Tables)
Inventory, net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Summary of inventory, net | Inventory, net, consists of the following: June 30, 2015 December 31, 2014 Raw materials $ 11,449 $ 12,150 Finished goods 23,811 17,971 Allowance for obsolescence (10,661 ) (10,724 ) Total inventory, net $ 24,599 $ 19,397 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of intangible assets | Our intangible assets include the following: June 30, 2015 December 31, 2014 Weighted Average Useful Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value 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 (321,683 ) 58,317 380,000 (305,755 ) 74,245 OEM relationships 15 years 220,000 (24,444 ) 195,556 220,000 (17,111 ) 202,889 Licensing agreements 12 years 45,289 (25,134 ) 20,155 45,289 (23,290 ) 21,999 Proprietary software 8 years 27,215 (16,721 ) 10,494 27,215 (15,691 ) 11,524 Developed technology 10 years 2,000 (1,383 ) 617 2,000 (1,283 ) 717 Leasehold interests 7.4 years 132 (123 ) 9 132 (114 ) 18 Total intangible assets $ 3,008,290 $ (389,488 ) $ 2,618,802 $ 3,008,290 $ (363,244 ) $ 2,645,046 |
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 satellite 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 2022 XM-1 (1) XM-3 2021 XM-4 2022 XM-5 2018 (1) The FCC license for this satellite has expired. The FCC has granted us special temporary authority to operate this satellite and prepare it for deorbiting maneuvers. |
Expected amortization expense for each of the fiscal years | Expected amortization expense for the remaining period in 2015, each of the fiscal years 2016 through 2019 and for periods thereafter is as follows Years ending December 31, Amount 2015 (remaining) $ 25,456 2016 48,545 2017 34,882 2018 19,463 2019 19,026 Thereafter 137,776 Total definite life intangible assets, net $ 285,148 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property Plant And Equipment [Line Items] | |
Property and equipment, net | Property and equipment, net, consists of the following: June 30, 2015 December 31, 2014 Satellite system $ 2,397,611 $ 2,397,611 Terrestrial repeater network 109,412 108,341 Leasehold improvements 48,800 48,677 Broadcast studio equipment 67,988 61,306 Capitalized software and hardware 419,468 340,738 Satellite telemetry, tracking and control facilities 74,941 71,268 Furniture, fixtures, equipment and other 79,387 78,237 Land 38,411 38,411 Building 59,513 59,373 Construction in progress 115,502 155,716 Total property and equipment 3,411,033 3,359,678 Accumulated depreciation and amortization (1,947,206 ) (1,849,566 ) Property and equipment, net $ 1,463,827 $ 1,510,112 |
Summary of orbiting satellites | The chart below provides certain information on these satellites: Satellite Description Year Delivered Estimated End of Depreciable Life FM-1* 2000 2013 FM-2* 2000 2013 FM-3 2000 2015 FM-5 2009 2024 FM-6 2013 2028 XM-1* 2001 2013 XM-3 2005 2020 XM-4 2006 2021 XM-5 2010 2025 * Satellite is fully depreciated and is still in operation. |
Construction in progress [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, net | Construction in progress consists of the following: June 30, 2015 December 31, 2014 Satellite system $ 12,912 $ 12,912 Terrestrial repeater network 47,468 48,406 Capitalized software 34,311 77,755 Other 20,811 16,643 Construction in progress $ 115,502 $ 155,716 |
Related Party Transactions (Tab
Related Party Transactions (Tables) - Sirius XM Canada [Member] | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transaction [Line Items] | |
Summary of Related Party Balances | We had the following related party balances associated with Sirius XM Canada: June 30, 2015 December 31, 2014 Related party current assets $ 4,097 $ 4,344 Related party long-term assets $ — $ 3,000 Related party current liabilities $ 4,687 $ 4,340 Related party long-term liabilities $ 12,215 $ 13,635 |
Schedule of Related Party Revenue and Investment Income | We recorded the following revenue and investment income associated with Sirius XM Canada in our unaudited consolidated statements of comprehensive income: For the Three Months Ended June 30, For the Six Months Ended June 30, 2015 2014 2015 2014 Revenue (a) $ 12,979 $ 12,559 $ 26,496 $ 24,340 Investment income Share of net (losses) earnings (b) $ — $ (1,018 ) $ — $ 3,308 Dividends (c) $ 4,013 $ — $ 4,989 $ — (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) We recognize our proportionate share of earnings or losses of Sirius XM Canada as they occur as a component of Interest and investment income in our unaudited consolidated statements of comprehensive income on a one month lag. This amount includes amortization related to the equity method intangible assets of $0 for the three months ended June 30, 2015 and 2014, and $0 and $363 for the six months ended June 30, 2015 and 2014, respectively. As of June 30, 2015 we had $4,209 in losses related to our investment in Sirius XM Canada that we had not recorded in our unaudited consolidated financial statements since our investment balance is zero. Future equity income will be offset by these losses prior to recording equity income in our results. (c) Sirius XM Canada declared dividends to us of $4,013 and $30,010 during the three months ended June 30, 2015 and 2014, respectively, and $7,990 and $34,455 during the six months ended June 30, 2015 and 2014, respectively. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Our debt as of June 30, 2015 and December 31, 2014 consisted of the following: Carrying value (a) Issuer / Borrower Issued Debt Maturity Date Interest Payable Principal Amount June 30, 2015 December 31, 2014 Sirius XM (b) May 2013 4.25% Senior Notes (the "4.25% Notes") May 15, 2020 semi-annually on May 15 and November $ 500,000 $ 495,901 $ 495,529 Sirius XM (b) September 2013 5.875% Senior Notes (the "5.875% Notes") October 1, 2020 semi-annually on April 1 and October 1 650,000 644,248 643,790 Sirius XM (b) August 2013 5.75% Senior Notes (the "5.75% Notes") August 1, 2021 semi-annually on February 1 and August 1 600,000 595,401 595,091 Sirius XM (b) May 2013 4.625% Senior Notes (the "4.625% Notes") May 15, 2023 semi-annually on May 15 and November 15 500,000 495,356 495,116 Sirius XM (b) May 2014 6.00% Senior Notes (the "6.00% Notes") July 15, 2024 semi-annually on January 15 and July 15 1,500,000 1,484,547 1,483,918 Sirius XM (b)(c) March 2015 5.375% Senior Notes (the "5.375% Notes") April 15, 2025 semi-annually on April 15 and October 15 1,000,000 989,018 — Sirius XM (b)(d) August 2012 5.25% Senior Secured Notes (the "5.25% Notes") August 15, 2022 semi-annually on February 15 and August 15 400,000 395,407 395,147 Sirius XM (e) December 2012 Senior Secured Revolving Credit Facility (the "Credit Facility") June 16, 2020 variable fee paid quarterly 1,750,000 — 380,000 Sirius XM Various Capital leases Various n/a n/a 16,532 12,754 Total Debt 5,116,410 4,501,345 Less: total current maturities 8,074 7,482 Total long-term debt $ 5,108,336 $ 4,493,863 (a) The carrying value of the obligations is net of any remaining unamortized original issue discount. (b) Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes. (c) In March 2015, Sirius XM issued $1,000,000 aggregate principal amount of 5.375% Senior Notes due 2025, with an original issuance discount of $11,250. (d) The liens securing the 5.25% Notes are equal and ratable to the liens granted to secure the Credit Facility. (e) In December 2012, Sirius XM entered into a five-year Credit Facility with a syndicate of financial institutions for $1,250,000. In June 2015, Sirius XM entered into an amendment to increase the total borrowing capacity under the Credit Facility to $1,750,000 and to extend the maturity to June 2020. 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. Interest on borrowings is payable on a monthly 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 which is payable on a quarterly basis. The variable rate for the unused portion of the Credit Facility was 0.30% per annum as of June 30, 2015. As of June 30, 2015, $1,750,000 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Schedule of Repurchase Agreements | The following table summarizes our share repurchase activity for the six months ended: June 30, 2015 June 30, 2014 Share Repurchase Type Shares Amount Shares Amount Open Market and Privately Negotiated Repurchases (a) 288,156 $ 1,093,955 188,420 $ 612,903 Liberty Media (b) — — 92,889 340,000 May 2014 ASR Agreement (c) — — 112,500 600,000 Total Repurchases 288,156 $ 1,093,955 393,809 $ 1,552,903 (a) As of June 30, 2015, $35,795 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. (b) On April 25, 2014, we completed the final purchase installment under an agreement with Liberty Media. (c) In May 2014, we entered into an accelerated share repurchase agreement (the “May 2014 ASR Agreement”) under which we prepaid $600,000 to a third-party financial institution to repurchase our common stock. Under the May 2014 ASR Agreement, we received an initial delivery of 112,500 shares of our common stock during the six months ended June 30, 2014 which were retired upon settlement. Subsequent to June 30, 2014, we received 39,346 shares of our common stock and $93,596 for the unused portion of the original prepayment under the May 2014 ASR Agreement. |
Benefit Plans (Tables)
Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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, 2015 2014 2015 2014 Risk-free interest rate 1.3% 1.6% 1.3% 1.3% Expected life of options — years 3.83 4.78 3.83 4.11 Expected stock price volatility 26% 40% 26% 36% 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, 2015: Options Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2014 267,854 $ 2.72 Granted 6,242 $ 3.88 Exercised (18,672 ) $ 1.66 Forfeited, cancelled or expired (5,474 ) $ 5.09 Outstanding as of June 30, 2015 249,950 $ 2.77 6.83 $ 256,819 Exercisable as of June 30, 2015 101,690 $ 2.27 4.88 $ 164,658 |
Summary of restricted stock unit activity and stock awards granted | The following table summarizes the nonvested restricted stock unit activity and stock awards granted under our share-based plans for the six months ended June 30, 2015: Shares Grant Date Fair Value Per Share Nonvested as of December 31, 2014 11,575 $ 3.47 Granted 451 $ 3.88 Vested (77 ) $ 3.90 Forfeited (205 ) $ 3.46 Nonvested as of June 30, 2015 11,744 $ 3.48 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Expected contractual cash commitments | The following table summarizes our expected contractual cash commitments as of June 30, 2015: 2015 2016 2017 2018 2019 Thereafter Total Debt obligations $ 4,213 $ 6,062 $ 2,783 $ 1,994 $ 1,480 $ 5,150,000 $ 5,166,532 Cash interest payments 149,262 287,434 287,295 287,222 287,159 1,011,167 2,309,539 Satellite and transmission 11,323 7,927 3,655 4,106 4,120 12,588 43,719 Programming and content 117,321 121,620 90,915 71,275 54,683 60,000 515,814 Marketing and distribution 17,913 14,160 9,222 8,431 6,253 1,530 57,509 Satellite incentive payments 5,858 12,367 13,296 14,302 10,652 43,527 100,002 Operating lease obligations 21,727 46,712 40,358 38,858 34,326 210,340 392,321 Other 269,846 18,454 6,084 1,823 456 356 297,019 Total (1) $ 597,463 $ 514,736 $ 453,608 $ 428,011 $ 399,129 $ 6,489,508 $ 8,882,455 (1) The table does not include our reserve for uncertain tax positions, which at June 30, 2015 |
Business & Basis of Presentat35
Business & Basis of Presentation - Additional Information 1 (Details) - 6 months ended Jun. 30, 2015 | Linesegment |
Accounts Notes And Loans Receivable [Line Items] | |
Number of satellite radio systems | 2 |
Number of reportable segments | segment | 1 |
Minimum [Member] | |
Accounts Notes And Loans Receivable [Line Items] | |
Length of prepaid subscriptions, term | 3 months |
Maximum [Member] | |
Accounts Notes And Loans Receivable [Line Items] | |
Length of prepaid subscriptions, term | 12 months |
Business & Basis of Presentat36
Business & Basis of Presentation - Additional Information 2 (Details) | Jun. 30, 2015 |
Common Stock [Member] | Liberty Media [Member] | Minimum [Member] | |
Related Party Transaction [Line Items] | |
Related party ownership percentage | 50.00% |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Summary of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | |
Liabilities: | |||
Debt, fair value | [1] | $ 5,197,867 | $ 4,613,044 |
Level 1 [Member] | |||
Liabilities: | |||
Debt, fair value | [1] | 0 | 0 |
Level 2 [Member] | |||
Liabilities: | |||
Debt, fair value | [1] | 5,197,867 | 4,613,044 |
Level 3 [Member] | |||
Liabilities: | |||
Debt, fair value | [1] | 0 | 0 |
Sirius XM Canada [Member] | |||
Assets: | |||
Investment, fair value | [2] | 204,000 | 246,500 |
Sirius XM Canada [Member] | Level 1 [Member] | |||
Assets: | |||
Investment, fair value | [2] | 204,000 | 246,500 |
Sirius XM Canada [Member] | Level 2 [Member] | |||
Assets: | |||
Investment, fair value | [2] | 0 | 0 |
Sirius XM Canada [Member] | Level 3 [Member] | |||
Assets: | |||
Investment, fair value | [2] | $ 0 | $ 0 |
[1] | The fair value for non-publicly traded instruments is based upon estimates from a market maker and brokerage firm. Refer to Note 11 for information related to the carrying value of our debt as of June 30, 2015 and December 31, 2014. | ||
[2] | This amount approximates fair value. The carrying value of our investment in Sirius XM Canada was $0 and $2,654 as of June 30, 2015 and December 31, 2014, respectively. |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Summary of Assets and Liabilities Measured at Fair Value (Parenthetical) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Sirius XM Canada [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Investment balance, carrying value | $ 0 | $ 2,654 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Participating securities | 0 | 0 | 0 | 0 |
Anti-dilutive common stock equivalents (in shares) | 113,067,000 | 116,655,000 | 114,443,000 | 386,276,000 |
Earnings per Share - Earnings p
Earnings per Share - Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Numerator: | |||||
Net income available to common stockholders for basic net income per common share | $ 102,849 | $ 119,961 | $ 208,541 | $ 213,949 | |
Add back: | |||||
Effect of interest on assumed conversions of convertible debt | 0 | 5,363 | 0 | 0 | |
Net income available to common stockholders for diluted net income per common share | $ 102,849 | $ 125,324 | $ 208,541 | $ 213,949 | |
Denominator: | |||||
Weighted average common shares outstanding for basic net income per common share | 5,443,590 | 5,865,032 | 5,506,818 | 5,979,273 | |
Weighted average impact of assumed convertible debt | [1] | 0 | 272,856 | 0 | 0 |
Weighted average impact of dilutive equity instruments | 64,011 | 72,190 | 63,627 | 75,498 | |
Weighted average shares for diluted net income per common share | 5,507,601 | 6,210,078 | 5,570,445 | 6,054,771 | |
Net income per common share: | |||||
Basic | $ 0.02 | $ 0.02 | $ 0.04 | $ 0.04 | |
Diluted | $ 0.02 | $ 0.02 | $ 0.04 | $ 0.04 | |
[1] | During the six months ended June 30, 2014, 272,856 shares of common stock were reserved for conversion in connection with the 7% Exchangeable Senior Subordinated Notes due 2014 (the “Exchangeable Notes”) and were considered to be anti-dilutive in our calculation of diluted net income per share. The Exchangeable Notes were fully converted into shares of our common stock as of December 1, 2014. |
Earnings per Share - Earnings41
Earnings per Share - Earnings per Share (Parenthetical) (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive common stock equivalents (in shares) | 113,067 | 116,655 | 114,443 | 386,276 |
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive common stock equivalents (in shares) | 272,856 | |||
Interest rate on instrument | 7.00% | 7.00% |
Receivable, net - Accounts Rece
Receivable, net - Accounts Receivable, net (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Accounts receivable, net | ||
Gross customer accounts receivable | $ 102,334 | $ 101,634 |
Allowance for doubtful accounts | (7,118) | (7,815) |
Customer accounts receivable, net | 95,216 | 93,819 |
Receivables from distributors | 121,825 | 105,731 |
Other receivables | 23,284 | 21,029 |
Total receivables, net | $ 240,325 | $ 220,579 |
Inventory, net (Details)
Inventory, net (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 11,449 | $ 12,150 |
Finished goods | 23,811 | 17,971 |
Allowance for obsolescence | (10,661) | (10,724) |
Total inventory, net | $ 24,599 | $ 19,397 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Impairment loss for goodwill | $ 0 | $ 0 | $ 0 | $ 0 |
Accumulated impairment of goodwill since the Merger | $ 4,766,190,000 | $ 4,766,190,000 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Summary of indefinite and definite life intangible assets | ||
Accumulated amortization | $ (389,488) | $ (363,244) |
Net carrying value | 285,148 | |
Total intangible assets, Gross carrying value | 3,008,290 | 3,008,290 |
Total intangible assets, Net carrying value | 2,618,802 | 2,645,046 |
FCC licenses [Member] | ||
Summary of indefinite and definite life intangible assets | ||
Carrying value | 2,083,654 | 2,083,654 |
Trademark [Member] | ||
Summary of indefinite and definite life intangible assets | ||
Carrying value | $ 250,000 | 250,000 |
Subscriber relationships [Member] | ||
Summary of indefinite and definite life intangible assets | ||
Weighted average useful lives (in years) | 9 years | |
Gross carrying value | $ 380,000 | 380,000 |
Accumulated amortization | (321,683) | (305,755) |
Net carrying value | $ 58,317 | 74,245 |
Original equipment manufacturer relationships (OEM) [Member] | ||
Summary of indefinite and definite life intangible assets | ||
Weighted average useful lives (in years) | 15 years | |
Gross carrying value | $ 220,000 | 220,000 |
Accumulated amortization | (24,444) | (17,111) |
Net carrying value | $ 195,556 | 202,889 |
Licensing agreements [Member] | ||
Summary of indefinite and definite life intangible assets | ||
Weighted average useful lives (in years) | 12 years | |
Gross carrying value | $ 45,289 | 45,289 |
Accumulated amortization | (25,134) | (23,290) |
Net carrying value | $ 20,155 | 21,999 |
Proprietary software [Member] | ||
Summary of indefinite and definite life intangible assets | ||
Weighted average useful lives (in years) | 8 years | |
Gross carrying value | $ 27,215 | 27,215 |
Accumulated amortization | (16,721) | (15,691) |
Net carrying value | $ 10,494 | 11,524 |
Developed technology [Member] | ||
Summary of indefinite and definite life intangible assets | ||
Weighted average useful lives (in years) | 10 years | |
Gross carrying value | $ 2,000 | 2,000 |
Accumulated amortization | (1,383) | (1,283) |
Net carrying value | $ 617 | 717 |
Leasehold interests [Member] | ||
Summary of indefinite and definite life intangible assets | ||
Weighted average useful lives (in years) | 7 years 4 months 24 days | |
Gross carrying value | $ 132 | 132 |
Accumulated amortization | (123) | (114) |
Net carrying value | $ 9 | $ 18 |
Intangible Assets - Years in Wh
Intangible Assets - Years in Which Each of our Licenses Expires (Details) | 6 Months Ended |
Jun. 30, 2015 | |
SIRIUS FM-1 [Member] | |
Years in which licenses expires | |
Year in which our FCC license expires | 2,017 |
SIRIUS FM-2 [Member] | |
Years in which licenses expires | |
Year in which our FCC license expires | 2,017 |
SIRIUS FM-3 [Member] | |
Years in which licenses expires | |
Year in which our FCC license expires | 2,017 |
SIRIUS FM-5 [Member] | |
Years in which licenses expires | |
Year in which our FCC license expires | 2,017 |
SIRIUS FM-6 [Member] | |
Years in which licenses expires | |
Year in which our FCC license expires | 2,022 |
XM-3 [Member] | |
Years in which licenses expires | |
Year in which our FCC license expires | 2,021 |
XM-4 [Member] | |
Years in which licenses expires | |
Year in which our FCC license expires | 2,022 |
XM-5 [Member] | |
Years in which licenses expires | |
Year in which our FCC license expires | 2,018 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Impairment of intangible assets, indefinite-lived (excluding goodwill) | $ 0 | $ 0 | $ 0 | $ 0 |
Amortization of intangible assets | $ 13,021,000 | $ 13,860,000 | $ 26,244,000 | $ 27,944,000 |
Intangible Assets - Expected Am
Intangible Assets - Expected Amortization Expense for Each of the Fiscal Years (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Expected amortization expense for each of the fiscal years | |
2015 (remaining) | $ 25,456 |
2,016 | 48,545 |
2,017 | 34,882 |
2,018 | 19,463 |
2,019 | 19,026 |
Thereafter | 137,776 |
Net carrying value | $ 285,148 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 3,411,033 | $ 3,359,678 |
Accumulated depreciation and amortization | (1,947,206) | (1,849,566) |
Property and equipment, net | 1,463,827 | 1,510,112 |
Satellite system [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 2,397,611 | 2,397,611 |
Terrestrial repeater network [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 109,412 | 108,341 |
Leasehold improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 48,800 | 48,677 |
Broadcast studio equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 67,988 | 61,306 |
Capitalized software and hardware [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 419,468 | 340,738 |
Satellite telemetry, tracking and control facilities [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 74,941 | 71,268 |
Furniture, fixtures, equipment and other [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 79,387 | 78,237 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 38,411 | 38,411 |
Building [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 59,513 | 59,373 |
Construction in progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 115,502 | $ 155,716 |
Property and Equipment - Sche50
Property and Equipment - Schedule of Construction in Progress (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Line Items] | ||
Construction in progress | $ 115,502 | $ 155,716 |
Satellite system [Member] | ||
Property Plant And Equipment [Line Items] | ||
Construction in progress | 12,912 | 12,912 |
Terrestrial repeater network [Member] | ||
Property Plant And Equipment [Line Items] | ||
Construction in progress | 47,468 | 48,406 |
Capitalized software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Construction in progress | 34,311 | 77,755 |
Other [Member] | ||
Property Plant And Equipment [Line Items] | ||
Construction in progress | $ 20,811 | $ 16,643 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense on property and equipment | $ 54,075 | $ 53,344 | $ 105,879 | $ 107,527 |
Disposal of property and equipment | $ 8,239 | $ 13,518 |
Property and Equipment - Sche52
Property and Equipment - Schedule of Estimated End of Depreciable Life of Operating Satellites (Details) | 6 Months Ended | |
Jun. 30, 2015 | ||
SIRIUS FM-1 [Member] | ||
Property Plant And Equipment [Line Items] | ||
Orbiting satellites, year delivered | [1] | 2,000 |
Orbiting satellites, estimated end of depreciable life | [1] | 2,013 |
SIRIUS FM-2 [Member] | ||
Property Plant And Equipment [Line Items] | ||
Orbiting satellites, year delivered | [1] | 2,000 |
Orbiting satellites, estimated end of depreciable life | [1] | 2,013 |
SIRIUS FM-3 [Member] | ||
Property Plant And Equipment [Line Items] | ||
Orbiting satellites, year delivered | 2,000 | |
Orbiting satellites, estimated end of depreciable life | 2,015 | |
SIRIUS FM-5 [Member] | ||
Property Plant And Equipment [Line Items] | ||
Orbiting satellites, year delivered | 2,009 | |
Orbiting satellites, estimated end of depreciable life | 2,024 | |
SIRIUS FM-6 [Member] | ||
Property Plant And Equipment [Line Items] | ||
Orbiting satellites, year delivered | 2,013 | |
Orbiting satellites, estimated end of depreciable life | 2,028 | |
XM-1 [Member] | ||
Property Plant And Equipment [Line Items] | ||
Orbiting satellites, year delivered | [1] | 2,001 |
Orbiting satellites, estimated end of depreciable life | [1] | 2,013 |
XM-3 [Member] | ||
Property Plant And Equipment [Line Items] | ||
Orbiting satellites, year delivered | 2,005 | |
Orbiting satellites, estimated end of depreciable life | 2,020 | |
XM-4 [Member] | ||
Property Plant And Equipment [Line Items] | ||
Orbiting satellites, year delivered | 2,006 | |
Orbiting satellites, estimated end of depreciable life | 2,021 | |
XM-5 [Member] | ||
Property Plant And Equipment [Line Items] | ||
Orbiting satellites, year delivered | 2,010 | |
Orbiting satellites, estimated end of depreciable life | 2,025 | |
[1] | Satellite is fully depreciated and is still in operation. |
Related Party Transactions - Ad
Related Party Transactions - Additional Information 1 (Details) - Jun. 30, 2015 - Liberty Media [Member] - director | Total |
Executives [Member] | |
Related Party Transaction [Line Items] | |
Number of Related Party Members on the Board of Directors | 2 |
Director [Member] | |
Related Party Transaction [Line Items] | |
Number of Related Party Members on the Board of Directors | 1 |
Common Stock [Member] | Minimum [Member] | |
Related Party Transaction [Line Items] | |
Related party ownership percentage | 50.00% |
Related Party Transactions - 54
Related Party Transactions - Additional Information 2 (Details) - USD ($) $ / shares in Units, shares in Millions | Apr. 25, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Oct. 09, 2013 |
Related Party Transaction [Line Items] | |||||||
Stock repurchased during period, value | $ 1,093,955,000 | $ 1,552,903,000 | |||||
Loss on change in value of derivatives | $ 0 | $ 7,463,000 | 0 | 34,485,000 | |||
Current portion of deferred revenue | 1,694,232,000 | 1,694,232,000 | $ 1,632,381,000 | ||||
Deferred revenue, Noncurrent | $ 156,229,000 | 156,229,000 | 151,901,000 | ||||
Common Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock repurchased during period, value | $ 0 | ||||||
Liberty Media [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Loss on change in value of derivatives | $ 7,463,000 | $ 34,485,000 | |||||
Liberty Media [Member] | Common Stock [Member] | October 2013 Share Repurchase Program [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock repurchase program, authorized amount | $ 500,000,000 | ||||||
Stock repurchased during period, value | $ 340,000,000 | ||||||
Share price (in dollars per share) | $ 3.66 | ||||||
Sirius XM Canada [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Equity method investment, ownership percentage | 37.00% | 37.00% | |||||
Equity Method Investment, Voting Interest | 25.00% | 25.00% | |||||
Current portion of deferred revenue | $ 2,776,000 | $ 2,776,000 | 2,776,000 | ||||
Deferred revenue, Noncurrent | $ 12,027,000 | $ 12,027,000 | $ 13,415,000 | ||||
Sirius XM Canada [Member] | Related Party Class A Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Sirius XM Canada Class A shares owned on a converted basis (in shares) | 47.3 | 47.3 |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||
Related party current assets | $ 4,097 | $ 4,344 |
Related party long-term assets | 0 | 3,000 |
Related party current liabilities | 4,687 | 4,340 |
Related party long-term liabilities | 12,215 | 13,635 |
Sirius XM Canada [Member] | ||
Related Party Transaction [Line Items] | ||
Related party current assets | 4,097 | 4,344 |
Related party long-term assets | 0 | 3,000 |
Related party current liabilities | 4,687 | 4,340 |
Related party long-term liabilities | $ 12,215 | $ 13,635 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Revenue and Investment Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Investment income | |||||
Share of net (losses) earnings | $ 0 | $ 966 | |||
Sirius XM Canada [Member] | |||||
Related Party Revenue and Expenses [Abstract] | |||||
Revenue | [1] | $ 12,979 | $ 12,559 | 26,496 | 24,340 |
Investment income | |||||
Share of net (losses) earnings | [2] | 0 | (1,018) | 0 | 3,308 |
Dividends | [3] | $ 4,013 | $ 0 | $ 4,989 | $ 0 |
[1] | 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. | ||||
[2] | We recognize our proportionate share of earnings or losses of Sirius XM Canada as they occur as a component of Interest and investment income in our unaudited consolidated statements of comprehensive income on a one month lag. This amount includes amortization related to the equity method intangible assets of $0 for the three months ended June 30, 2015 and 2014, and $0 and $363 for the six months ended June 30, 2015 and 2014, respectively. As of June 30, 2015 we had $4,209 in losses related to our investment in Sirius XM Canada that we had not recorded in our unaudited consolidated financial statements since our investment balance is zero. Future equity income will be offset by these losses prior to recording equity income in our results. | ||||
[3] | Sirius XM Canada declared dividends to us of $4,013 and $30,010 during the three months ended June 30, 2015 and 2014, respectively, and $7,990 and $34,455 during the six months ended June 30, 2015 and 2014, respectively. These dividends were first recorded as a reduction to our investment balance in Sirius XM Canada to the extent a balance existed and then as Interest and investment income for the remaining portion. |
Related Party Transactions - 57
Related Party Transactions - Schedule of Related Party Revenue and Investment Income (Parenthetical) (Details) - Sirius XM Canada [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Amortization related to equity method intangible assets | $ 0 | $ 0 | $ 0 | $ 363 | |
Off balance sheet equity method loss | 4,209 | 4,209 | |||
Investment balance, carrying value | 0 | 0 | $ 2,654 | ||
Dividend received from unconsolidated entity investment | $ 4,013 | $ 30,010 | $ 7,990 | $ 34,455 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Investments All Other Investments [Abstract] | |||
Long-term restricted investments | $ 9,888 | $ 5,922 | |
Purchases of restricted and other investments | $ 3,966 | $ 0 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2012 | |||
Debt | ||||||
Capital leases | [1] | $ 16,532,000 | $ 12,754,000 | |||
Total Debt | [1] | 5,116,410,000 | 4,501,345,000 | |||
Less: total current maturities | [1] | 8,074,000 | 7,482,000 | |||
Total long-term debt | [1] | $ 5,108,336,000 | 4,493,863,000 | |||
Senior Secured Revolving Credit Facility [Member] | ||||||
Debt | ||||||
Debt Instrument, Maturity Date | [2] | Jun. 16, 2020 | ||||
Debt carrying amount | [1],[2] | $ 0 | $ 380,000,000 | |||
Credit facility, maximum borrowing capacity | $ 1,750,000,000 | [2] | $ 1,250,000,000 | |||
Senior Notes [Member] | 4.25% Senior Notes Due 2020 [Member] | ||||||
Debt | ||||||
Interest rate on instrument | [3] | 4.25% | 4.25% | |||
Debt Instrument, Maturity Date | [3] | May 15, 2020 | May 15, 2020 | |||
Principal Amount | [3] | $ 500,000,000 | $ 500,000,000 | |||
Debt carrying amount | [1],[3] | $ 495,901,000 | $ 495,529,000 | |||
Senior Notes [Member] | 5.875% Senior Notes Due 2020 [Member] | ||||||
Debt | ||||||
Interest rate on instrument | [3] | 5.875% | 5.875% | |||
Debt Instrument, Maturity Date | [3] | Oct. 1, 2020 | Oct. 1, 2020 | |||
Principal Amount | [3] | $ 650,000,000 | $ 650,000,000 | |||
Debt carrying amount | [1],[3] | $ 644,248,000 | $ 643,790,000 | |||
Senior Notes [Member] | 5.75% Senior Notes Due 2021 [Member] | ||||||
Debt | ||||||
Interest rate on instrument | [3] | 5.75% | 5.75% | |||
Debt Instrument, Maturity Date | [3] | Aug. 1, 2021 | Aug. 1, 2021 | |||
Principal Amount | [3] | $ 600,000,000 | $ 600,000,000 | |||
Debt carrying amount | [1],[3] | $ 595,401,000 | $ 595,091,000 | |||
Senior Notes [Member] | 4.625% Senior Notes Due 2023 [Member] | ||||||
Debt | ||||||
Interest rate on instrument | [3] | 4.625% | 4.625% | |||
Debt Instrument, Maturity Date | [3] | May 15, 2023 | May 15, 2023 | |||
Principal Amount | [3] | $ 500,000,000 | $ 500,000,000 | |||
Debt carrying amount | [1],[3] | $ 495,356,000 | $ 495,116,000 | |||
Senior Notes [Member] | 6.00% Senior Note Due July 15, 2024 [Member] | ||||||
Debt | ||||||
Interest rate on instrument | [3] | 6.00% | 6.00% | |||
Debt Instrument, Maturity Date | [3] | Jul. 15, 2024 | Jul. 15, 2024 | |||
Principal Amount | [3] | $ 1,500,000,000 | $ 1,500,000,000 | |||
Debt carrying amount | [1],[3] | $ 1,484,547,000 | 1,483,918,000 | |||
Senior Notes [Member] | 5.375% Senior Notes Due 2025 [Member] | ||||||
Debt | ||||||
Interest rate on instrument | 5.375% | [3],[4] | 5.375% | |||
Debt Instrument, Maturity Date | [3],[4] | Apr. 15, 2025 | ||||
Principal Amount | $ 1,000,000,000 | [3],[4] | $ 1,000,000,000 | |||
Debt carrying amount | [1],[3],[4] | $ 989,018,000 | $ 0 | |||
Senior Secured Notes [Member] | 5.25% Senior Notes Due 2022 [Member] | ||||||
Debt | ||||||
Interest rate on instrument | [3],[5] | 5.25% | 5.25% | |||
Debt Instrument, Maturity Date | [3],[5] | Aug. 15, 2022 | Aug. 15, 2022 | |||
Principal Amount | [3],[5] | $ 400,000,000 | $ 400,000,000 | |||
Debt carrying amount | [1],[3],[5] | $ 395,407,000 | $ 395,147,000 | |||
[1] | The carrying value of the obligations is net of any remaining unamortized original issue discount. | |||||
[2] | In December 2012, Sirius XM entered into a five-year Credit Facility with a syndicate of financial institutions for $1,250,000. In June 2015, Sirius XM entered into an amendment to increase the total borrowing capacity under the Credit Facility to $1,750,000 and to extend the maturity to June 2020. 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. Interest on borrowings is payable on a monthly 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 which is payable on a quarterly basis. The variable rate for the unused portion of the Credit Facility was 0.30% per annum as of June 30, 2015. As of June 30, 2015, $1,750,000 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. | |||||
[3] | Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes. | |||||
[4] | In March 2015, Sirius XM issued $1,000,000 aggregate principal amount of 5.375% Senior Notes due 2025, with an original issuance discount of $11,250. | |||||
[5] | The liens securing the 5.25% Notes are equal and ratable to the liens granted to secure the Credit Facility. |
Debt - Schedule of Long-term 60
Debt - Schedule of Long-term Debt Instruments (Parenthetical) (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2012 | Jun. 30, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | |||
Senior Secured Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, term | 5 years | |||||
Credit facility, maximum borrowing capacity | $ 1,250,000,000 | $ 1,750,000,000 | [1] | |||
Debt Instrument, Maturity Date | [1] | Jun. 16, 2020 | ||||
Credit facility, unused capacity, commitment fee percentage | 0.30% | |||||
Credit facility, remaining borrowing capacity | $ 1,750,000,000 | |||||
Senior Notes [Member] | 5.375% Senior Notes Due 2025 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal Amount | $ 1,000,000,000 | [2],[3] | $ 1,000,000,000 | |||
Interest rate on instrument | 5.375% | [2],[3] | 5.375% | |||
Unamortized discount | $ 11,250,000 | |||||
Debt Instrument, Maturity Date | [2],[3] | Apr. 15, 2025 | ||||
Senior Secured Notes [Member] | 5.25% Senior Notes Due 2022 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal Amount | [3],[4] | $ 400,000,000 | $ 400,000,000 | |||
Interest rate on instrument | [3],[4] | 5.25% | 5.25% | |||
Debt Instrument, Maturity Date | [3],[4] | Aug. 15, 2022 | Aug. 15, 2022 | |||
[1] | In December 2012, Sirius XM entered into a five-year Credit Facility with a syndicate of financial institutions for $1,250,000. In June 2015, Sirius XM entered into an amendment to increase the total borrowing capacity under the Credit Facility to $1,750,000 and to extend the maturity to June 2020. 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. Interest on borrowings is payable on a monthly 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 which is payable on a quarterly basis. The variable rate for the unused portion of the Credit Facility was 0.30% per annum as of June 30, 2015. As of June 30, 2015, $1,750,000 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. | |||||
[2] | In March 2015, Sirius XM issued $1,000,000 aggregate principal amount of 5.375% Senior Notes due 2025, with an original issuance discount of $11,250. | |||||
[3] | Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes. | |||||
[4] | The liens securing the 5.25% Notes are equal and ratable to the liens granted to secure the Credit Facility. |
Debt - Additional Information (
Debt - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2015 | |
Senior Secured Revolving Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Maximum consolidated leverage | 500.00% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Class Of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized (in shares) | 9,000,000,000 | 9,000,000,000 | 9,000,000,000 | ||
Common stock, shares issued (in shares) | 5,379,798,000 | 5,379,798,000 | 5,653,529,000 | ||
Common stock, shares outstanding (in shares) | 5,370,298,000 | 5,370,298,000 | 5,646,119,000 | ||
Common stock reserved for issuance | 261,694,000 | 261,694,000 | |||
Number of shares repurchased | 1,547,431,000 | 1,547,431,000 | |||
Aggregate cost for shares repurchased | $ 5,379,148,000 | $ 5,379,148,000 | |||
Remaining amount authorized under the stock repurchase program | $ 620,852,000 | $ 620,852,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Undesignated preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||
Preferred stock liquidation preference per share | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, shares issued | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Warrants outstanding | 0 | 0 | 16,667,000 | ||
Number of warrants exercised (in shares) | 16,667,000 | ||||
Exercise price of outstanding warrants | $ 2.50 | ||||
Warrant expenses | $ 0 | $ 0 | $ 0 | $ 0 | |
Common Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Issuance of common stock upon exercise of warrants (in shares) | 6,010,000 | ||||
Common Stock [Member] | December 2012 Share Repurchase Program [Member] | |||||
Class Of Stock [Line Items] | |||||
Stock repurchase program, authorized amount | $ 6,000,000,000 | $ 6,000,000,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Repurchase Agreements (Details) - USD ($) shares in Thousands, $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | ||
Equity, Class of Treasury Stock [Line Items] | |||
Common stock repurchased (in shares) | 288,156 | 393,809 | |
Common stock repurchased, value | $ 1,093,955 | $ 1,552,903 | |
Common Stock [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Common stock repurchased (in shares) | 0 | ||
Common stock repurchased, value | $ 0 | ||
Common Stock [Member] | Open Market And Privately Negotiated Repurchases [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Common stock repurchased (in shares) | [1] | 288,156 | 188,420 |
Common stock repurchased, value | [1] | $ 1,093,955 | $ 612,903 |
Common Stock [Member] | Amended October 2013 Share Repurchase Program [Member] | Liberty Media [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Common stock repurchased (in shares) | [2] | 0 | 92,889 |
Common stock repurchased, value | [2] | $ 0 | $ 340,000 |
Common Stock [Member] | May 2014 ASR Agreement [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Common stock repurchased (in shares) | [3] | 0 | 112,500 |
Common stock repurchased, value | [3] | $ 0 | $ 600,000 |
[1] | As of June 30, 2015, $35,795 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. | ||
[2] | On April 25, 2014, we completed the final purchase installment under an agreement with Liberty Media. | ||
[3] | In May 2014, we entered into an accelerated share repurchase agreement (the “May 2014 ASR Agreement”) under which we prepaid $600,000 to a third-party financial institution to repurchase our common stock. Under the May 2014 ASR Agreement, we received an initial delivery of 112,500 shares of our common stock during the six months ended June 30, 2014 which were retired upon settlement. Subsequent to June 30, 2014, we received 39,346 shares of our common stock and $93,596 for the unused portion of the original prepayment under the May 2014 ASR Agreement. |
Stockholders' Equity - Schedu64
Stockholders' Equity - Schedule of Repurchase Agreements (Parenthetical) (Details) - USD ($) shares in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | May. 31, 2014 | |
Class Of Stock [Line Items] | |||||
Treasury stock | $ 35,795,000 | $ 35,795,000 | $ 26,034,000 | ||
Common Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Common stock shares received | 286,067 | ||||
Common Stock [Member] | May 2014 ASR Agreement [Member] | |||||
Class Of Stock [Line Items] | |||||
Stock repurchase program, authorized amount | $ 600,000,000 | ||||
Number of shares repurchased and retired | 112,500 | ||||
Common stock shares received | 39,346 | ||||
Stock repurchase program, unused portion of authorized amount | $ 93,596,000 | $ 93,596,000 |
Benefit Plans - Additional Info
Benefit Plans - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
May. 31, 2015 | Jun. 30, 2015USD ($)shares | Jun. 30, 2014USD ($)shares | Jun. 30, 2015USD ($)plan$ / sharesshares | Jun. 30, 2014USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based payment expense | $ 19,524,000 | $ 17,787,000 | $ 38,941,000 | $ 36,027,000 | ||
Number of other share-based benefit plans | plan | 4 | |||||
Deferred compensation plan | $ 0 | $ 0 | ||||
Sirius XM Savings Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
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% | |||||
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% | 3.00% | ||||
Vesting percentage of employer contributions for each year of employment | 33.33% | |||||
Savings plan, fully vested period | 3 years | |||||
Contributions by employer | $ 1,513,000 | 1,254,000 | $ 4,540,000 | 3,133,000 | ||
Employee Stock Option [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based payment expense | $ 16,553,000 | $ 16,193,000 | $ 33,244,000 | $ 32,808,000 | ||
Granted, options (in shares) | shares | 6,242,000 | |||||
Weighted average grant date fair value of options granted (in dollars per share) | $ / shares | $ 0.84 | $ 1.09 | ||||
Total intrinsic value of stock options exercised | $ 39,795,000 | $ 20,435,000 | ||||
Number of shares issued as a result of exercise of stock options and vesting of restricted stock units | shares | 6,249,000 | |||||
Employee Stock Option [Member] | Third Parties [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Granted, options (in shares) | shares | 0 | 0 | 0 | 0 | ||
Restricted Stock Units RSU and Stock Awards [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based payment expense | $ 2,971,000 | $ 1,594,000 | $ 5,697,000 | $ 3,219,000 | ||
Weighted average grant date fair value of restricted stock units and stock awards granted | $ / shares | $ 3.88 | $ 3.70 | ||||
Total intrinsic value of stock awards vested | $ 300,000 | |||||
Vested, shares | shares | 77,000 | |||||
Restricted Stock Units RSU and Stock Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total unrecognized compensation costs related to unvested share based payment awards for restricted stock units, net of estimated forfeitures | $ 129,822,000 | $ 129,822,000 | $ 162,985,000 | |||
Weighted average expected period for recognition of compensation expenses | 2 years 6 months | |||||
2015 Long-Term Stock Incentive Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Restricted stock conversion to common stock | 1 | |||||
Common stock available for future grants | shares | 393,554,000 | 393,554,000 | ||||
2015 Long-Term Stock Incentive Plan [Member] | Employee Stock Option [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options expiration term | 10 years |
Benefit Plans - Fair Value of O
Benefit Plans - Fair Value of Options Granted to Employees and Members of Our Board of Directors (Details) - Employee Stock Option [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Fair value of options granted to employees and members of our board of directors | ||||
Risk-free interest rate | 1.30% | 1.60% | 1.30% | 1.30% |
Expected life of options — years | 3 years 9 months 29 days | 4 years 9 months 11 days | 3 years 9 months 29 days | 4 years 1 month 10 days |
Expected stock price volatility | 26.00% | 40.00% | 26.00% | 36.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Benefit Plans - Stock Options A
Benefit Plans - Stock Options Activity under Share-Based Payment Plans (Details) - Jun. 30, 2015 - Employee Stock Option [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Total |
Options | |
Outstanding, options, beginning balance (in shares) | 267,854 |
Granted, options (in shares) | 6,242 |
Exercised, options (in shares) | (18,672) |
Forfeited, cancelled or expired, options (in shares) | (5,474) |
Outstanding, options, ending balance (in shares) | 249,950 |
Exercisable, options (in shares) | 101,690 |
Weighted- Average Exercise Price | |
Outstanding, weighted-average exercise price, beginning balance (in dollars per share) | $ 2.72 |
Granted, weighted-average exercise price (in dollars per share) | 3.88 |
Exercised, weighted-average exercise price (in dollars per share) | 1.66 |
Forfeited, cancelled or expired, weighted-average exercise price (in dollars per share) | 5.09 |
Outstanding, weighted-average exercise price, ending balance (in dollars per share) | 2.77 |
Exercisable, weighted-average exercise price (in dollars per share) | $ 2.27 |
Outstanding, weighted average remaining contractual term | 6 years 9 months 29 days |
Exercisable, weighted average remaining contractual term | 4 years 10 months 17 days |
Outstanding, aggregate intrinsic value | $ 256,819 |
Exercisable, aggregate intrinsic value | $ 164,658 |
Benefit Plans - Summary of Rest
Benefit Plans - Summary of Restricted Stock Unit Activity and Stock Awards Granted (Details) - Restricted Stock Units RSU and Stock Awards [Member] - $ / shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Nonvested restricted stock unit activity, shares | ||
Nonvested, shares, beginning balance | 11,575 | |
Granted, shares | 451 | |
Vested, shares | (77) | |
Forfeited, shares | (205) | |
Nonvested, shares, ending balance | 11,744 | |
Nonvested restricted stock unit activity, grant date fair value | ||
Nonvested, grant date fair value, beginning | $ 3.47 | |
Granted, grant date fair value | 3.88 | $ 3.70 |
Vested, grant date fair value | 3.90 | |
Forfeited, grant date fair value | 3.46 | |
Nonvested, grant date fair value, ending | $ 3.48 |
Commitments and Contingencies -
Commitments and Contingencies - Expected Contractual Cash Commitments (Details) $ in Thousands | Jun. 30, 2015USD ($) | |
Expected contractual cash commitments | ||
2,015 | [1] | $ 597,463 |
2,016 | [1] | 514,736 |
2,017 | [1] | 453,608 |
2,018 | [1] | 428,011 |
2,019 | [1] | 399,129 |
Thereafter | [1] | 6,489,508 |
Total | [1] | 8,882,455 |
Debt obligations [Member] | ||
Expected contractual cash commitments | ||
2,015 | 4,213 | |
2,016 | 6,062 | |
2,017 | 2,783 | |
2,018 | 1,994 | |
2,019 | 1,480 | |
Thereafter | 5,150,000 | |
Total | 5,166,532 | |
Cash interest payments [Member] | ||
Expected contractual cash commitments | ||
2,015 | 149,262 | |
2,016 | 287,434 | |
2,017 | 287,295 | |
2,018 | 287,222 | |
2,019 | 287,159 | |
Thereafter | 1,011,167 | |
Total | 2,309,539 | |
Satellite and transmission [Member] | ||
Expected contractual cash commitments | ||
2,015 | 11,323 | |
2,016 | 7,927 | |
2,017 | 3,655 | |
2,018 | 4,106 | |
2,019 | 4,120 | |
Thereafter | 12,588 | |
Total | 43,719 | |
Programming and content [Member] | ||
Expected contractual cash commitments | ||
2,015 | 117,321 | |
2,016 | 121,620 | |
2,017 | 90,915 | |
2,018 | 71,275 | |
2,019 | 54,683 | |
Thereafter | 60,000 | |
Total | 515,814 | |
Marketing and distribution [Member] | ||
Expected contractual cash commitments | ||
2,015 | 17,913 | |
2,016 | 14,160 | |
2,017 | 9,222 | |
2,018 | 8,431 | |
2,019 | 6,253 | |
Thereafter | 1,530 | |
Total | 57,509 | |
Satellite incentive payments [Member] | ||
Expected contractual cash commitments | ||
2,015 | 5,858 | |
2,016 | 12,367 | |
2,017 | 13,296 | |
2,018 | 14,302 | |
2,019 | 10,652 | |
Thereafter | 43,527 | |
Total | 100,002 | |
Operating lease obligations [Member] | ||
Expected contractual cash commitments | ||
2,015 | 21,727 | |
2,016 | 46,712 | |
2,017 | 40,358 | |
2,018 | 38,858 | |
2,019 | 34,326 | |
Thereafter | 210,340 | |
Total | 392,321 | |
Other [Member] | ||
Expected contractual cash commitments | ||
2,015 | 269,846 | |
2,016 | 18,454 | |
2,017 | 6,084 | |
2,018 | 1,823 | |
2,019 | 456 | |
Thereafter | 356 | |
Total | $ 297,019 | |
[1] | The table does not include our reserve for uncertain tax positions, which at June 30, 2015 totaled $1,432, as the specific timing of any cash payments cannot be projected with reasonable certainty. |
Commitments and Contingencies70
Commitments and Contingencies - Expected Contractual Cash Commitments (Parenthetical) (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Expected contractual cash commitments | |
Reserve for uncertain tax positions | $ 1,432 |
Commitments and Contingencies71
Commitments and Contingencies - Additional Information (Details) | Jul. 31, 2015USD ($) | Aug. 31, 2013USD ($)claim | Jun. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Sep. 30, 2013claim |
Loss Contingencies [Line Items] | |||||
Agreement term to repurchase certain products shipped to distributor from date of shipment (after 90 days) | 90 days | ||||
Pre-1972 Recording Matters [Member] | |||||
Loss Contingencies [Line Items] | |||||
Settlement of lawsuit | $ 210,000,000 | ||||
Ownership percentage acquired by plaintiff | 80.00% | ||||
Litigation settlement asset | $ 102,342,000 | $ 102,342,000 | |||
Pre-1972 Recording Matters [Member] | Revenue Share And Royalties [Member] | |||||
Loss Contingencies [Line Items] | |||||
Litigation settlement expense | 107,658,000 | 107,658,000 | |||
Pre-1972 Recording Matters [Member] | Accounts Payable And Accrued Expenses [Member] | |||||
Loss Contingencies [Line Items] | |||||
Litigation settlement liability | 210,000,000 | 210,000,000 | |||
Pre-1972 Recording Matters [Member] | Other Current Assets [Member] | |||||
Loss Contingencies [Line Items] | |||||
Litigation settlement asset | 38,665,000 | 38,665,000 | |||
Pre-1972 Recording Matters [Member] | Other Long-Term Assets [Member] | |||||
Loss Contingencies [Line Items] | |||||
Litigation settlement asset | 63,677,000 | 63,677,000 | |||
Pre-1972 Recording Matters [Member] | Pending Litigation [Member] | |||||
Loss Contingencies [Line Items] | |||||
Number of pending claims | claim | 3 | 1 | |||
Pre-1972 Recording Matters [Member] | Scenario, Forecast [Member] | |||||
Loss Contingencies [Line Items] | |||||
Settlement of lawsuit | $ 210,000,000 | ||||
Sound Exchange, Inc | Pending Litigation [Member] | |||||
Loss Contingencies [Line Items] | |||||
Compensatory damages sought | $ 100,000,000 | ||||
Telephone Consumer Protection Act Suits [Member] | Pending Litigation [Member] | |||||
Loss Contingencies [Line Items] | |||||
Statutory damages sought per violation | $ 500 | ||||
Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Operating lease obligations, term | 15 years | ||||
Maximum [Member] | Telephone Consumer Protection Act Suits [Member] | Pending Litigation [Member] | |||||
Loss Contingencies [Line Items] | |||||
Treble damages sought per willful violation | $ 1,500 | ||||
Minimum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Operating lease obligations, term | 1 year | ||||
Minimum [Member] | Pre-1972 Recording Matters [Member] | Pending Litigation [Member] | |||||
Loss Contingencies [Line Items] | |||||
Compensatory damages sought | 100,000,000 | ||||
Minimum [Member] | Sound Exchange, Inc | Pending Litigation [Member] | |||||
Loss Contingencies [Line Items] | |||||
Compensatory damages sought | $ 50,000,000 | ||||
XM-5, FM-5, FM-6, XM-3, and XM-4 [Member] | |||||
Loss Contingencies [Line Items] | |||||
Operating performance over design life | 15 years | ||||
XM-4 [Member] | |||||
Loss Contingencies [Line Items] | |||||
Period beyond expected operating performance of design life for XM-4 | 5 years | ||||
XM-4 [Member] | Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Additional payments required if XM-4 continues to operate above baseline specifications | $ 10,000,000 | $ 10,000,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Line Items] | |||||||
Income tax expense | $ 45,421 | $ 86,822 | $ 184,350 | $ 163,570 | |||
Effective income tax percentage | 30.60% | 46.90% | 43.30% | ||||
Increase (decrease) in valuation allowance | $ 44,392 | ||||||
Increase in deferred tax asset | $ 16,945 | ||||||
Valuation allowance | $ 49,387 | $ 49,387 | $ 4,995 | ||||
Scenario, Forecast [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Effective income tax percentage | 38.30% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Jul. 24, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Subsequent Event [Line Items] | ||||
Common stock repurchased (in shares) | 288,156 | 393,809 | ||
Common stock repurchased, value | $ 1,093,955 | $ 1,552,903 | ||
Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock repurchased (in shares) | 0 | |||
Common stock repurchased, value | $ 0 | |||
Common Stock [Member] | Open Market And Privately Negotiated Repurchases [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock repurchased (in shares) | [1] | 288,156 | 188,420 | |
Common stock repurchased, value | [1] | $ 1,093,955 | $ 612,903 | |
Subsequent Event [Member] | Common Stock [Member] | Open Market And Privately Negotiated Repurchases [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock repurchased (in shares) | 47,317 | |||
Common stock repurchased, value | $ 179,199 | |||
[1] | As of June 30, 2015, $35,795 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. |