Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 29, 2016 | Jun. 30, 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-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 5,095,994,772 | ||
Entity Public Float | $ 8,252,527,278 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Revenue: | ||||
Subscriber revenue | $ 3,824,793 | $ 3,554,302 | $ 3,284,660 | |
Advertising revenue | 122,292 | 100,982 | 89,288 | |
Equipment revenue | 110,923 | 104,661 | 80,573 | |
Other revenue | 512,050 | 421,150 | 344,574 | |
Total revenue | 4,570,058 | 4,181,095 | 3,799,095 | |
Cost of services: | ||||
Revenue share and royalties | 1,034,832 | 810,028 | 677,642 | |
Programming and content | 293,091 | 297,313 | 290,323 | |
Customer service and billing | 377,908 | 370,585 | 320,755 | |
Satellite and transmission | 94,609 | 86,013 | 79,292 | |
Cost of equipment | 42,724 | 44,397 | 26,478 | |
Subscriber acquisition costs | 532,599 | 493,464 | 495,610 | |
Sales and marketing | 354,189 | 336,480 | 291,024 | |
Engineering, design and development | 64,403 | 62,784 | 57,969 | |
General and administrative | 324,801 | 293,938 | 262,135 | |
Depreciation and amortization | 272,214 | 266,423 | 253,314 | |
Total operating expenses | 3,391,370 | 3,061,425 | 2,754,542 | |
Income from operations | 1,178,688 | 1,119,670 | 1,044,553 | |
Other income (expense): | ||||
Interest expense, net of amounts capitalized | (299,103) | (269,010) | (204,671) | |
Loss on extinguishment of debt and credit facilities, net | 0 | 0 | (190,577) | |
Loss on change in value of derivatives | 0 | (34,485) | (20,393) | |
Other income | 12,379 | 14,611 | 8,180 | |
Total other expense | (286,724) | (288,884) | (407,461) | |
Income before income taxes | 891,964 | 830,786 | 637,092 | |
Income tax expense | (382,240) | (337,545) | (259,877) | |
Net income | 509,724 | 493,241 | 377,215 | |
Foreign currency translation adjustment, net of tax | (100) | (94) | (428) | |
Total comprehensive income | $ 509,624 | $ 493,147 | $ 376,787 | |
Net income per common share: | ||||
Basic (in dollars per share) | $ 0.09 | $ 0.09 | $ 0.06 | |
Diluted (in dollars per share) | $ 0.09 | $ 0.08 | $ 0.06 | |
Weighted average common shares outstanding: | ||||
Basic (in shares) | [1] | 5,375,707 | 5,788,944 | 6,227,646 |
Diluted (in shares) | 5,435,166 | 5,862,020 | 6,384,791 | |
[1] | The 7% Exchangeable Senior Subordinated Notes due 2014 (the “Exchangeable Notes”) were fully converted into shares of our common stock as of December 1, 2014. During the year ended December 31, 2013, the common stock reserved for conversion in connection with the Exchangeable Notes were considered to be anti-dilutive in our calculation of diluted net income per share. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Current assets: | |||
Cash and cash equivalents | $ 111,838 | $ 147,724 | |
Receivables, net | 234,782 | 220,579 | |
Inventory, net | 22,295 | 19,397 | |
Related party current assets | 5,941 | 4,344 | |
Deferred tax assets | 0 | 1,038,603 | |
Prepaid expenses and other current assets | 187,033 | 119,099 | |
Total current assets | 561,889 | 1,549,746 | |
Property and equipment, net | 1,415,401 | 1,510,112 | |
Long-term restricted investments | 9,888 | 5,922 | |
Intangible assets, net | 2,593,346 | 2,645,046 | |
Goodwill | 2,205,107 | 2,205,107 | |
Related party long-term assets | 0 | 3,000 | |
Deferred tax assets | 1,115,731 | 437,736 | |
Other long-term assets | 145,300 | 12,396 | |
Total assets | 8,046,662 | 8,369,065 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 625,313 | 587,755 | |
Accrued interest | 91,655 | 80,440 | |
Current portion of deferred revenue | 1,771,915 | 1,632,381 | |
Current portion of deferred credit on executory contracts | 0 | 1,394 | |
Current maturities of long-term debt | [1] | 4,764 | 7,482 |
Related party current liabilities | 2,840 | 4,340 | |
Total current liabilities | 2,496,487 | 2,313,792 | |
Deferred revenue | 157,609 | 151,901 | |
Long-term debt | [1] | 5,443,614 | 4,487,419 |
Related party long-term liabilities | 10,795 | 13,635 | |
Deferred tax liabilities | 6,681 | 0 | |
Other long-term liabilities | 97,967 | 92,481 | |
Total liabilities | $ 8,213,153 | $ 7,059,228 | |
Commitments and contingencies (Note 16) | |||
Stockholders’ (deficit) equity: | |||
Preferred stock, undesignated, par value $0.001 (liquidation preference of $0.001 per share); 50,000 shares authorized and 0 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively | $ 0 | $ 0 | |
Common stock, par value $0.001; 9,000,000 shares authorized; 5,153,451 and 5,653,529 shares issued; 5,147,647 and 5,646,119 outstanding at December 31, 2015 and December 31, 2014, respectively | 5,153 | 5,653 | |
Accumulated other comprehensive loss, net of tax | (502) | (402) | |
Additional paid-in capital | 4,783,795 | 6,771,554 | |
Treasury stock, at cost; 5,804 and 7,410 shares of common stock at December 31, 2015 and December 31, 2014, respectively | (23,727) | (26,034) | |
Accumulated deficit | (4,931,210) | (5,440,934) | |
Total stockholders’ (deficit) equity | (166,491) | 1,309,837 | |
Total liabilities and stockholders’ (deficit) equity | $ 8,046,662 | $ 8,369,065 | |
[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 | Dec. 31, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, liquidation preference (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 9,000,000,000 | 9,000,000,000 |
Common stock, shares issued (in shares) | 5,153,451,000 | 5,653,529,000 |
Common stock, shares outstanding (in shares) | 5,147,647,000 | 5,646,119,000 |
Treasury stock (in shares) | 5,804,000 | 7,410,000 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' (Deficit) Equity - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Stock [Member]Series B-1 Preferred Stock [Member] | 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, 2012 | $ 4,039,565 | $ 6 | $ 5,263 | $ 120 | $ 10,345,566 | $ 0 | $ (6,311,390) |
Beginning balance (in shares) at Dec. 31, 2012 | 6,250 | 5,262,440 | 0 | ||||
Comprehensive income, net of tax | 376,787 | $ 0 | $ 0 | (428) | 0 | $ 0 | 377,215 |
Share-based payment expense | 68,876 | 0 | 0 | 0 | 68,876 | 0 | 0 |
Exercise of options and vesting of restricted stock units | 19,428 | 0 | $ 32 | 0 | 19,396 | $ 0 | 0 |
Exercise of stock options and vesting of restricted stock units (in shares) | 32,841 | 0 | |||||
Minimum withholding taxes on net share settlement of stock-based compensation | (46,342) | 0 | $ 0 | 0 | (46,342) | $ 0 | 0 |
Conversion of preferred stock to common stock | 0 | $ (6) | $ 1,293 | 0 | (1,287) | 0 | 0 |
Conversion of preferred stock to common stock (in shares) | (6,250) | 1,293,509 | |||||
Conversion of Exchangeable Notes to common stock | 45,097 | $ 0 | $ 28 | 0 | 45,069 | 0 | 0 |
Conversion of Exchangeable Notes to common stock (in shares) | 27,688 | ||||||
Common stock repurchased | (1,764,969) | 0 | $ 0 | 0 | 0 | $ (1,764,969) | 0 |
Common stock repurchased (in shares) | 520,258 | ||||||
Common stock retired | 0 | 0 | $ (520) | 0 | (1,764,449) | $ 1,764,969 | 0 |
Common stock retired (in shares) | (520,258) | (520,258) | |||||
Initial fair value of forward contract | 7,300 | 0 | $ 0 | 0 | 7,300 | $ 0 | 0 |
Ending balance at Dec. 31, 2013 | 2,745,742 | 0 | $ 6,096 | (308) | 8,674,129 | $ 0 | (5,934,175) |
Ending balance (in shares) at Dec. 31, 2013 | 6,096,220 | 0 | |||||
Comprehensive income, net of tax | 493,147 | 0 | $ 0 | (94) | 0 | $ 0 | 493,241 |
Share-based payment expense | 78,212 | 0 | 0 | 0 | 78,212 | 0 | 0 |
Exercise of options and vesting of restricted stock units | 331 | 0 | $ 16 | 0 | 315 | $ 0 | 0 |
Exercise of stock options and vesting of restricted stock units (in shares) | 15,960 | 0 | |||||
Minimum withholding taxes on net share settlement of stock-based compensation | (37,320) | 0 | $ 0 | 0 | (37,320) | $ 0 | 0 |
Conversion of Exchangeable Notes to common stock | 502,370 | 0 | $ 273 | 0 | 502,097 | 0 | 0 |
Conversion of Exchangeable Notes to common stock (in shares) | 272,856 | ||||||
Issuance of common stock upon exercise of warrants | 0 | 0 | $ 0 | 0 | 0 | $ 0 | 0 |
Issuance of common stock upon exercise of warrants (in shares) | 99 | 0 | |||||
Common stock repurchased | (2,472,645) | 0 | $ 0 | 0 | 0 | $ (2,472,645) | 0 |
Common stock repurchased (in shares) | 739,016 | ||||||
Common stock retired | 0 | 0 | $ (732) | 0 | (2,445,879) | $ 2,446,611 | 0 |
Common stock retired (in shares) | (731,606) | (731,606) | |||||
Ending balance at Dec. 31, 2014 | 1,309,837 | 0 | $ 5,653 | (402) | 6,771,554 | $ (26,034) | (5,440,934) |
Ending balance (in shares) at Dec. 31, 2014 | 5,653,529 | 7,410 | |||||
Comprehensive income, net of tax | 509,624 | 0 | $ 0 | (100) | 0 | $ 0 | 509,724 |
Share-based payment expense | 84,310 | 0 | 0 | 0 | 84,310 | 0 | 0 |
Exercise of options and vesting of restricted stock units | 260 | 0 | $ 20 | 0 | 240 | $ 0 | 0 |
Exercise of stock options and vesting of restricted stock units (in shares) | 19,740 | 0 | |||||
Minimum withholding taxes on net share settlement of stock-based compensation | (54,575) | 0 | $ 0 | 0 | (54,575) | $ 0 | 0 |
Issuance of common stock upon exercise of warrants | 0 | $ 6 | 0 | (6) | |||
Issuance of common stock upon exercise of warrants (in shares) | 6,010 | 0 | |||||
Common stock repurchased | (2,015,947) | 0 | $ 0 | 0 | 0 | $ (2,015,947) | 0 |
Common stock repurchased (in shares) | 524,222 | ||||||
Common stock retired | 0 | 0 | $ (526) | 0 | (2,017,728) | $ 2,018,254 | 0 |
Common stock retired (in shares) | (525,828) | (525,828) | |||||
Ending balance at Dec. 31, 2015 | $ (166,491) | $ 0 | $ 5,153 | $ (502) | $ 4,783,795 | $ (23,727) | $ (4,931,210) |
Ending balance (in shares) at Dec. 31, 2015 | 5,153,451 | 5,804 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net income | $ 509,724 | $ 493,241 | $ 377,215 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 272,214 | 266,423 | 253,314 |
Non-cash interest expense, net of amortization of premium | 7,872 | 21,039 | 21,698 |
Provision for doubtful accounts | 47,237 | 44,961 | 39,016 |
Amortization of deferred income related to equity method investment | (2,776) | (2,776) | (2,776) |
Loss on extinguishment of debt and credit facilities, net | 0 | 0 | 190,577 |
Gain on unconsolidated entity investments, net | 0 | (5,547) | (5,865) |
Dividend received from unconsolidated entity investment | 14,788 | 17,019 | 22,065 |
Loss on disposal of assets | 7,384 | 0 | 0 |
Loss on change in value of derivatives | 0 | 34,485 | 20,393 |
Share-based payment expense | 84,310 | 78,212 | 68,876 |
Deferred income taxes | 365,499 | 327,461 | 259,787 |
Other non-cash purchase price adjustments | (1,394) | (3,781) | (207,854) |
Changes in operating assets and liabilities: | |||
Receivables | (61,440) | (72,628) | (15,245) |
Inventory | (2,898) | (5,534) | 11,474 |
Related party, net | (14,953) | (4,303) | 40 |
Prepaid expenses and other current assets | (67,204) | (1,195) | 16,788 |
Other long-term assets | (130,741) | 3,393 | 3,324 |
Accounts payable and accrued expenses | 52,696 | (17,191) | (44,009) |
Accrued interest | 11,215 | 38,355 | 8,131 |
Deferred revenue | 145,242 | 48,645 | 73,593 |
Other long-term liabilities | 7,276 | (7,035) | 12,290 |
Net cash provided by operating activities | 1,244,051 | 1,253,244 | 1,102,832 |
Cash flows from investing activities: | |||
Additions to property and equipment | (134,892) | (121,646) | (173,617) |
Purchases of restricted and other investments | (3,966) | 0 | (1,719) |
Acquisition of business, net of cash acquired | 0 | 1,144 | (525,352) |
Return of capital from investment in unconsolidated entity | 0 | 24,178 | 0 |
Net cash used in investing activities | (138,858) | (96,324) | (700,688) |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options | 260 | 331 | 21,968 |
Taxes paid in lieu of shares issued for stock-based compensation | (54,539) | (37,318) | (46,342) |
Proceeds from long-term borrowings and revolving credit facility, net of costs | 1,728,571 | 2,406,205 | 3,156,063 |
Payment of premiums on redemption of debt | 0 | 0 | (175,453) |
Repayment of long-term borrowings and revolving credit facility | (797,117) | (1,016,420) | (1,782,160) |
Repayment of related party long-term borrowings | 0 | 0 | (200,000) |
Common stock repurchased and retired | (2,018,254) | (2,496,799) | (1,762,360) |
Net cash used in financing activities | (1,141,079) | (1,144,001) | (788,284) |
Net (decrease) increase in cash and cash equivalents | (35,886) | 12,919 | (386,140) |
Cash and cash equivalents at beginning of period | 147,724 | 134,805 | 520,945 |
Cash and cash equivalents at end of period | 111,838 | 147,724 | 134,805 |
Cash paid during the period for: | |||
Interest, net of amounts capitalized | 269,925 | 199,424 | 169,781 |
Income taxes paid | 12,384 | 8,713 | 2,783 |
Acquisition related costs | 0 | 0 | 2,902 |
Non-cash investing and financing activities: | |||
Capital lease obligations incurred to acquire assets | 7,487 | 719 | 11,966 |
Conversion of Series B preferred stock to common stock | 0 | 0 | 1,293 |
Treasury stock not yet settled | 23,727 | 26,034 | 0 |
Conversion of 7% Exchangeable Notes to common stock, net of debt issuance and deferred financing costs | 0 | 502,097 | 45,097 |
Performance incentive payments | 0 | 0 | 16,900 |
Goodwill reduced for the exercise and vesting of certain stock awards | 0 | 0 | 274 |
Purchase price accounting adjustments to goodwill | $ 0 | $ 1,698 | $ 0 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows (Parenthetical) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | |||
Interest rate on instrument | 7.00% | 7.00% | 7.00% |
Business & Basis of Presentatio
Business & Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Business & Basis of Presentation | (1) Business & Basis of Presentation Business We transmit 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 previously owned vehicles that include factory-installed satellite radios that are not currently subscribing to our services. Additionally, we distribute our satellite radios through retailers online and at locations nationwide and through our website. Satellite radio services are also offered to customers of certain 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, a subscription to our radio services is included in the sale or lease price of new or previously owned vehicles. The length of these subscriptions varies but is typically three to twelve months. We receive payments for these subscriptions 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 Annual Report on Form 10-K 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 consolidated financial statements of Holdings and its subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All significant intercompany transactions have been eliminated in consolidation. Certain numbers in our prior period consolidated financial statements have been reclassified or consolidated to conform to our current period presentation. 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 Annual Report on Form 10-K for the year ended December 31, 2015 and have determined that no events have occurred that would require adjustment to our consolidated financial statements. For a discussion of subsequent events that do not require adjustment to our consolidated financial statements refer to Note 18. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Estimates, by their nature, are based on judgment and available information. Actual results could differ materially from those estimates. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include asset impairment, depreciable lives of our satellites, share-based payment expense, and income taxes. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | (2) Acquisitions On November 4, 2013, we purchased all of the outstanding shares of capital stock of the connected vehicle business of Agero, Inc. ("Agero") for $525,352. The transaction was accounted for using the acquisition method of accounting. During the year ended December 31, 2014, the purchase price allocation associated with the connected vehicle business of Agero was finalized resulting in a net decrease in the purchase price of $1,144. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (3) Summary of Significant Accounting Policies In addition to the significant accounting policies discussed in this Note 3, the following table includes our significant accounting policies that are described in other notes to our consolidated financial statements, including the number and page of the note: Significant Accounting Policy Note # Page # Fair Value Measurements 4 F- 12 Goodwill 8 F- Intangible Assets 9 F- Property and Equipment 10 F- Equity Method Investments 11 F- Share-Based Compensation 15 F- Legal Costs 16 F- Income Taxes 17 F- Cash and Cash Equivalents Our cash and cash equivalents consist of cash on hand, money market funds, certificates of deposit, in-transit credit card receipts and highly liquid investments purchased with an original maturity of three months or less. Revenue Recognition We derive revenue primarily from subscribers, advertising and direct sales of merchandise. Revenue from subscribers consists primarily of subscription fees, and to a lesser extent, revenue from rental car companies and non-refundable activation and other fees. Revenue is recognized as it is realized or realizable and earned. We recognize subscription fees as our services are provided. At the time of sale, vehicle owners purchasing or leasing a vehicle with a subscription to our service typically receive between a three and twelve month prepaid subscription. Prepaid subscription fees received from certain automakers are recorded as deferred revenue and amortized to revenue ratably over the service period which commences upon retail sale and activation. We recognize revenue from the sale of advertising as the advertising is transmitted. Agency fees are calculated based on a stated percentage applied to gross billing revenue for our advertising inventory and are reported as a reduction of advertising revenue. We pay certain third parties a percentage of advertising revenue. Advertising revenue is recorded gross of such revenue share payments as we are the primary obligor in the transaction. Advertising revenue share payments are recorded to Revenue share and royalties during the period in which the advertising is transmitted. Equipment revenue and royalties from the sale of satellite radios, components and accessories are recognized upon shipment, net of discounts and rebates. Shipping and handling costs billed to customers are recorded as revenue. Shipping and handling costs associated with shipping goods to customers are reported as a component of Cost of equipment. Other revenue primarily includes U.S. Music Royalty Fees which are recorded as revenue and as a component of Revenue share and royalties expense. Fees received from subscribers for the U.S. Music Royalty Fee are recorded as deferred revenue and amortized to revenue ratably over the service period which coincides with the recognition of the subscriber's subscription revenue. We report revenues net of any tax assessed by a governmental authority that is both imposed on, and concurrent with, a specific revenue-producing transaction between a seller and a customer in our consolidated statements of comprehensive income. Accounting Standards Codification 605, Revenue Recognition, Revenue Share We share a portion of our subscription revenues earned from subscribers with certain automakers. The terms of the revenue share agreements vary with each automaker, but are typically based upon the earned audio revenue as reported or gross billed audio revenue. Revenue share is recorded as an expense in our consolidated statements of comprehensive income and not as a reduction to revenue. Programming Costs Programming costs which are for a specified number of events are amortized on an event-by-event basis; programming costs which are for a specified season or include programming through a dedicated channel are amortized over the season or period on a straight-line basis. We allocate a portion of certain programming costs which are related to sponsorship and marketing activities to Sales and marketing expense on a straight-line basis over the term of the agreement. Advertising Costs Media is expensed when aired and advertising production costs are expensed as incurred. Advertising production costs include expenses related to marketing and retention activities, including expenses related to direct mail, outbound telemarketing and email communications. We also incur advertising production costs related to cooperative marketing and promotional events and sponsorships. During the years ended December 31, 2015, 2014 and 2013, we recorded advertising costs of $228,676, $222,962 and $178,364, respectively. These costs are reflected in Sales and marketing expense in our consolidated statements of comprehensive income. Subscriber Acquisition Costs Subscriber acquisition costs consist of costs incurred to acquire new subscribers which include hardware subsidies paid to radio manufacturers, distributors and automakers, including subsidies paid to automakers who include a satellite radio and a prepaid subscription to our service in the sale or lease price of a new vehicle; subsidies paid for chipsets and certain other components used in manufacturing radios; device royalties for certain radios and chipsets; commissions paid to retailers and automakers as incentives to purchase, install and activate radios; product warranty obligations; freight; and provisions for inventory allowance attributable to inventory consumed in our OEM and retail distribution channels. Subscriber acquisition costs do not include advertising costs, loyalty payments to distributors and dealers of radios and revenue share payments to automakers and retailers of radios. Subsidies paid to radio manufacturers and automakers are expensed upon installation, shipment, receipt of product or activation and are included in Subscriber acquisition costs because we are responsible for providing the service to the customers. Commissions paid to retailers and automakers are expensed upon either the sale or activation of radios. Chipsets that are shipped to radio manufacturers and held on consignment are recorded as inventory and expensed as Subscriber acquisition costs when placed into production by radio manufacturers. Costs for chipsets not held on consignment are expensed as Subscriber acquisition costs when the automaker confirms receipt. Research & Development Costs Research and development costs are expensed as incurred and primarily include the cost of new product development, chipset design, software development and engineering. During the years ended December 31, 2015, 2014 and 2013, we recorded research and development costs of $54,933, $54,109 and $50,564, respectively. These costs are reported as a component of Engineering, design and development expense in our consolidated statements of comprehensive income. Recent Accounting Pronouncements In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-17, Income Taxes – Balance Sheet Reclassification of Deferred Taxes (Topic 740) In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30), Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (4) Fair Value Measurements The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants. As of December 31, 2015 and 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. ASC 820, Fair Value Measurements and Disclosures, i. Level 1 input: unadjusted quoted prices in active markets for identical instrument; ii. Level 2 input: observable market data for the same or similar instrument but not Level 1, including quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and iii. Level 3 input: unobservable inputs developed using management's assumptions about the inputs used for pricing the asset or liability. Investments are periodically reviewed for impairment and an impairment is recorded whenever declines in fair value below carrying value are determined to be other than temporary. In making this determination, we consider, among other factors, the severity and duration of the decline as well as the likelihood of a recovery within a reasonable timeframe. Our assets and liabilities measured at fair value were as follows: December 31, 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) $ 141,850 — — $ 141,850 $ 246,500 — — $ 246,500 Liabilities: Debt (b) — $ 5,649,173 — $ 5,649,173 — $ 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 13 |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings per Share | (5) 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 In 2013, we utilized the two-class method in calculating basic net income per common share, as our Series B Preferred Stock was considered to be participating securities through January 18, 2013. On January 18, 2013, Liberty Media converted its remaining 6,250 1,293,509 Common stock equivalents of 151,112 for the year ended December 31, 2015, and 132,162 and 365,177 for the years ended December 31, 2014 and 2013, respectively, were excluded from the calculation of diluted net income per common share as the effect would have been anti-dilutive. For the Years Ended December 31, 2015 2014 2013 Numerator: Net income $ 509,724 $ 493,241 $ 377,215 Allocation of undistributed income to Series B Preferred Stock — — (3,825 ) Net income available to common stockholders for basic net income per common share $ 509,724 $ 493,241 $ 373,390 Add back: Allocation of undistributed income to Series B Preferred Stock — — 3,825 Net income available to common stockholders for diluted net income per common share $ 509,724 $ 493,241 $ 377,215 Denominator: Weighted average common shares outstanding for basic net income per common share (a) 5,375,707 5,788,944 6,227,646 Weighted average impact of assumed Series B Preferred Stock conversion — — 63,789 Weighted average impact of dilutive equity instruments 59,459 73,076 93,356 Weighted average shares for diluted net income per common share 5,435,166 5,862,020 6,384,791 Net income per common share: Basic $ 0.09 $ 0.09 $ 0.06 Diluted $ 0.09 $ 0.08 $ 0.06 (a) The 7% Exchangeable Senior Subordinated Notes due 2014 (the “Exchangeable Notes”) were fully converted into shares of our common stock as of December 1, 2014. During the year ended December 31, 2013, the common stock reserved for conversion in connection with the Exchangeable Notes were considered to be anti-dilutive in our calculation of diluted net income per share. |
Accounts Receivable, net
Accounts Receivable, net | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Receivables, net | (6) 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 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: December 31, 2015 December 31, 2014 Gross customer accounts receivable $ 98,740 $ 101,634 Allowance for doubtful accounts (6,118 ) (7,815 ) Customer accounts receivable, net $ 92,622 $ 93,819 Receivables from distributors 120,012 105,731 Other receivables 22,148 21,029 Total receivables, net $ 234,782 $ 220,579 |
Inventory, net
Inventory, net | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory, net | ( 7 ) 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 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 consolidated statements of comprehensive income. Inventory, net consists of the following: December 31, 2015 December 31, 2014 Raw materials $ 11,085 $ 12,150 Finished goods 21,159 17,971 Allowance for obsolescence (9,949 ) (10,724 ) Total inventory, net $ 22,295 $ 19,397 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | (8) 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. Step one of the impairment assessment compares the fair value to its carrying value and if the fair value exceeds its carrying value, goodwill is not impaired. If the carrying value exceeds the fair value, the implied fair value of goodwill is compared to the carrying value of goodwill. If the implied fair value exceeds the carrying value then goodwill is not impaired; otherwise, an impairment loss will be recorded by the amount the carrying value exceeds the implied fair value. At the date of our annual assessment for 2015 and 2014, the fair value of our single reporting unit substantially exceeded its carrying value and therefore was not at risk of failing step one of ASC 350-20, Goodwill No impairment losses were recorded for goodwill during the years ended December 31, 2015, 2014 and 2013. As of December 31, 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 | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | (9) Intangible Assets Our intangible assets include the following: December 31, 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 (336,822 ) 43,178 380,000 (305,755 ) 74,245 OEM relationships 15 years 220,000 (31,778 ) 188,222 220,000 (17,111 ) 202,889 Licensing agreements 12 years 45,289 (26,977 ) 18,312 45,289 (23,290 ) 21,999 Proprietary software 8 years 27,215 (17,752 ) 9,463 27,215 (15,691 ) 11,524 Developed technology 10 years 2,000 (1,483 ) 517 2,000 (1,283 ) 717 Leasehold interests 7.4 years 132 (132 ) — 132 (114 ) 18 Total intangible assets $ 3,008,290 $ (414,944 ) $ 2,593,346 $ 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-3 2021 XM-4 2022 XM-5 2018 Our XM-1 satellite is operating under Special Temporary Authority from the FCC and is in the process of being de-orbited. Prior to expiration of our FCC licenses, 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 radio spectrum, which is a renewable, reusable resource that does not deplete or exhaust over time. ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment, We completed qualitative assessments of our FCC licenses and XM trademark during the fourth quarter of 2015, 2014 and 2013. As of the date of our annual assessment for 2015 , 2014, and 2013 Definite Life Intangible Assets Definite-lived intangible assets are amortized over their respective estimated useful lives to their estimated residual values, in a pattern that reflects when the economic benefits will be consumed, and are reviewed for impairment under the provisions of ASC 360-10-35, Property, Plant and Equipment/Overall/Subsequent Measurement Amortization expense for all definite life intangible assets was $51,700, $55,016 and $50,011 for the years ended December 31, 2015, 2014 and 2013, respectively. Expected amortization expense for each of the fiscal years 2016 through 2020 and for periods thereafter is as follows: Years ending December 31, Amount 2016 $ 48,545 2017 34,882 2018 19,463 2019 19,026 2020 18,446 Thereafter 119,330 Total definite life intangible assets, net $ 259,692 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | (10) Property and Equipment Property and equipment, including satellites, are stated at cost, less accumulated depreciation. Equipment under capital leases is stated at the present value of minimum lease payments. Depreciation is calculated using the straight-line method over the following estimated useful life of the asset: Satellite system 2 - 15 years Terrestrial repeater network 5 - 15 years Broadcast studio equipment 3 - 15 years Capitalized software and hardware 3 - 7 years Satellite telemetry, tracking and control facilities 3 - 15 years Furniture, fixtures, equipment and other 2 - 7 years Building 20 or 30 years Leasehold improvements Lesser of useful life or remaining lease term We review long-lived assets, such as property and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds the estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount exceeds the fair value of the asset. We did not record any impairments during the years ended December 31, 2015, 2014 or 2013. Property and equipment, net, consists of the following: December 31, 2015 December 31, 2014 Satellite system $ 2,388,000 $ 2,397,611 Terrestrial repeater network 117,127 108,341 Leasehold improvements 49,407 48,677 Broadcast studio equipment 70,888 61,306 Capitalized software and hardware 466,464 340,738 Satellite telemetry, tracking and control facilities 75,440 71,268 Furniture, fixtures, equipment and other 81,871 78,237 Land 38,411 38,411 Building 60,487 59,373 Construction in progress 101,324 155,716 Total property and equipment 3,449,419 3,359,678 Accumulated depreciation and amortization (2,034,018 ) (1,849,566 ) Property and equipment, net $ 1,415,401 $ 1,510,112 Construction in progress consists of the following: December 31, 2015 December 31, 2014 Satellite system $ 12,912 $ 12,912 Terrestrial repeater network 25,578 48,406 Capitalized software 37,064 77,755 Other 25,770 16,643 Construction in progress $ 101,324 $ 155,716 Depreciation expense on property and equipment was $220,514, $211,407, $203,303 for the years ended December 31, 2015, 2014 and 2013, respectively. We retired property and equipment of $43,833, $19,398 and $16,039 during the years ended December 31, 2015, 2014 and 2013, respectively, which included the retirement of our XM-1 and XM-2 satellites in 2015 and 2014, respectively. We recognized a loss on disposal of assets of $7,384 during the year ended December 31, 2015, which related to the disposal of certain obsolete terrestrial repeaters and related parts. We did not recognize any loss on disposal of assets during the years ended December 31, 2014 and 2013. Satellites We currently own a fleet of eight operating satellites. We are in the process of de-orbiting XM-1, a satellite that is no longer in use and has also reached the end of its operational life. The chart below provides certain information on our operating 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-3 2005 2020 XM-4 2006 2021 XM-5 2010 2025 * Satellite was fully depreciated and was still in operation as of December 31, 2015. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (11) 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 During the years ended December 31, 2014 and 2013, we recognized $1,025 and $13,514 in Interest expense, respectively, associated with the portion of the Exchangeable Notes, the 7.625% Senior Notes due 2018 and the 8.75% Senior Notes due 2015 held by Liberty Media through November 2014, October 2013 and August 2013, respectively. 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 and are reimbursed from Sirius XM Canada for certain product development costs, production and distribution of chipset radios, as well as for information technology and streaming support costs. Investments in which we have the ability to exercise significant influence but not control are accounted for pursuant to the equity method of accounting. 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 consolidated statements of comprehensive income on a one month lag. The difference between our investment and our share of the fair value of the underlying net assets of Sirius XM Canada is first allocated to either finite-lived intangibles or indefinite-lived intangibles and the balance is attributed to goodwill. We follow ASC 350, Intangibles - Goodwill and Other We had the following related party balances associated with Sirius XM Canada: December 31, 2015 December 31, 2014 Related party current assets $ 5,941 $ 4,344 Related party long-term assets $ — $ 3,000 Related party current liabilities $ 2,840 $ 4,340 Related party long-term liabilities $ 10,795 $ 13,635 Our related party current asset balances primarily consist of activation fees and programming and chipset costs for which we are reimbursed. Our related party long-term asset balance in 2014 primarily included our investment balance in Sirius XM Canada. Our related party liabilities as of December 31, 2015 and 2014 We recorded the following revenue and other income associated with Sirius XM Canada in our consolidated statements of comprehensive income: For the Years Ended December 31, 2015 2014 2013 Revenue (a) $ 56,397 $ 49,691 $ 48,935 Other income Share of net earnings (b) $ — $ 7,889 $ 5,865 Dividends (c) $ 12,645 $ 7,628 $ — (a) Under our agreements with Sirius XM Canada, we currently receive a percentage-based royalty of 10% and 15% for certain types of subscription revenue earned by Sirius XM Canada for Sirius and XM platforms, respectively; and additional royalties for premium services and royalties for activation fees and reimbursements for other charges. We record revenue from Sirius XM Canada as Other revenue in our consolidated statements of comprehensive income. The license and services agreement entered into with Sirius Canada will expire in 2017. The license agreement entered into with XM Canada will expire in 2020. (b) We recognize our proportionate share of earnings or losses of Sirius XM Canada as they occur as a component of Other income in our consolidated statements of comprehensive income on a one month lag. This amount included amortization related to the equity method intangible assets of $363 and $1,454 for the years ended December 31, 2014 and 2013, respectively, and for 2014, this also included a gain of $1,251 related to the fair value received in excess of the carrying value associated with the redemption of our investment in Sirius XM Canada’s 8% convertible unsecured subordinated debentures in February 2014. As of December 31, 2015, we had $840 in losses related to our investment in Sirius XM Canada that we had not recorded in our 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 paid gross dividends to us of $15,645, $43,492 and $16,796 during the years ended December 31, 2015, 2014 and 2013, 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 Other income for the remaining portion. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2015 | |
Investments All Other Investments [Abstract] | |
Investments | (12) 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 December 31, 2015 and 2014, our Long-term restricted investments were $9,888 and $5,922, respectively. During the year ended December 31, 2015, we increased our letters of credit by $3,966 associated with leased office space. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | (13) Debt Our debt as of December 31, 2015 and 2014 consisted of the following: Carrying value (a) Issuer / Borrower Issued Debt Maturity Date Interest Payable Principal Amount at December 31, 2015 December 31, 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 $ 496,282 $ 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 1 650,000 644,720 643,790 Sirius XM (b) August 2013 5.75% Senior Notes (the "5.75% Notes") August 1, 2021 semi-annually on February 1 and August 1 600,000 595,720 595,091 Sirius XM (b) May 2013 4.625% Senior Notes (the "4.625% Notes") May 15, 2023 semi-annually on May 15 and November 15 500,000 495,602 495,116 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 1,485,196 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 1,000,000 989,446 — Sirius XM (b)(d) August 2012 5.25% Notes (the "5.25% Notes") August 15, 2022 semi-annually on February 15 and August 15 400,000 395,675 395,147 Sirius XM (e) December 2012 Senior Secured Revolving Credit Facility (the "Credit Facility") June 16, 2020 variable fee paid quarterly 1,750,000 340,000 380,000 Sirius XM Various Capital leases Various n/a n/a 12,892 12,754 Total Debt 5,455,533 4,501,345 Less: total current maturities 4,764 7,482 Less: total deferred financing costs for Notes 7,155 6,444 Total long-term debt $ 5,443,614 $ 4,487,419 (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 December 31, 2015. As of December 31, 2015, $1,410,000 Retired and Converted Debt During the year ended December 31, 2014, $502,370 in principal amount of the Exchangeable Notes were converted, resulting in the issuance of 272,856 shares of our common stock. No loss was recognized as a result of this conversion. During the year ended December 31, 2013, we purchased $800,000 of our then outstanding 8.75% Senior Notes due 2015, for an aggregate purchase price, including premium and interest, of $927,860. We recognized $104,818 to Loss on extinguishment of debt and credit facilities, net, consisting primarily of unamortized discount, deferred financing fees and repayment premium, as a result of this transaction. During the year ended December 31, 2013 7.625% 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 December 31, 2015 and 2014, we were in compliance with our debt covenants. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | (14) 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 5,153,451 and 5,653,529 shares of common stock issued and 5,147,647 and 5,646,119 shares outstanding on December 31, 2015 and 2014, respectively. As of December 31, 2015, 354,569 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 Since December 2012, our board of directors approved for repurchase an aggregate of $8,000,000 The following table summarizes our share repurchase activity for the years ended: December 31, 2015 December 31, 2014 December 31, 2013 Share Repurchase Type Shares Amount Shares Amount Shares Amount Open Market and Privately Negotiated Repurchases (a) 524,222 $ 2,015,947 422,965 $ 1,426,428 476,546 $ 1,602,360 Liberty Media (b) — — 92,889 340,000 43,712 160,000 May 2014 ASR Agreement (c) — — 151,846 506,404 — — August 2014 ASR Agreement (d) — — 71,316 250,000 — — Total Repurchases 524,222 $ 2,015,947 739,016 $ 2,522,832 520,258 $ 1,762,360 (a) As of December 31, 2015, $23,727 of common stock repurchases had not settled, nor been retired, and were recorded as Treasury stock within our consolidated balance sheets and consolidated statements of stockholders’ (deficit) equity. (b) On October 9, 2013, we entered into an agreement to repurchase $500,000 of our common stock from Liberty Media. Pursuant to this agreement, we repurchased 43,712 shares of our common stock for $160,000 from Liberty Media in 2013. In April 2014, we completed the final purchase installment and repurchased 92,889 shares of our common stock for $340,000 from Liberty Media at a price of $3.66 per share. As there were certain terms in the forward purchase contract with Liberty Media that could have caused the obligation not to be fulfilled, the instrument was classified as a liability and was marked to fair value with any gain or loss recorded to our consolidated statements of comprehensive income. We recognized $34,485 and $20,393 to Loss on change in value of derivatives in our consolidated statements of comprehensive income during the years ended December 31, 2014 and 2013, respectively. (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 151,846 shares of our common stock which were retired upon receipt and the counterparty returned to us $93,596 for the unused portion of the original prepayment. (d) In August 2014, we entered into an accelerated share repurchase agreement (the “August 2014 ASR Agreement”) under which we prepaid $250,000 to a third-party financial institution to repurchase our common stock. Under the August 2014 ASR Agreement, we received an aggregate of 71,316 shares of our common stock that were retired upon receipt. Share Lending Arrangements To facilitate the offering of the Exchangeable Notes, we entered into share lending agreements with Morgan Stanley Capital Services Inc. and UBS AG London Branch in July 2008. All loaned shares were returned to us as of October 2011, and the share lending agreements were terminated. We recorded interest expense related to the amortization of the costs associated with the share lending arrangement and other issuance costs for our Exchangeable Notes of $12,701 and $12,745 for the years ended December 31, 2014 and 2013, respectively. These costs were fully amortized as of December 31, 2014 as the Exchangeable Notes matured on December 1, 2014. 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. In January 2013, Liberty Media converted its remaining shares of the Series B Preferred Stock into 1,293,509 shares of our common stock. There were no shares of preferred stock issued or outstanding as of December 31, 2015 and 2014. Warrants As of December 31, 2015, there were no warrants outstanding. 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 were outstanding and fully vested. During the year ended December 31, 2015, these warrants with an exercise price of $2.50 per share 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 years ended December 31, 2015, 2014 and 2013. Warrants were included |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |
Benefit Plans | (15) Benefit Plans We recognized share-based payment expense of $84,310, $78,212 and $68,876 for the years ended December 31, 2015, 2014 and 2013, respectively. We account for equity instruments granted to employees in accordance with ASC 718, Compensation - Stock Compensation Fair value as determined using the Black-Scholes-Merton model varies based on assumptions used for the expected life, expected stock price volatility and risk-free interest rates. For the years ended December 31, 2015, 2014 and 2013, we estimated the fair value of awards granted using the hybrid approach for volatility, which weights observable historical volatility and implied volatility of qualifying actively traded options on our common stock. The expected life assumption represents the weighted-average period stock-based awards are expected to remain outstanding. These expected life assumptions are established through a review of historical exercise behavior of stock-based award grants with similar vesting periods. Where historical patterns do not exist, contractual terms are used. The risk-free interest rate represents the daily treasury yield curve rate at the grant date based on the closing market bid yields on actively traded U.S. treasury securities in the over-the-counter market for the expected term. Our assumptions may change in future periods. Stock-based awards granted to employees, non-employees and members of our board of directors include warrants, stock options, stock awards and restricted stock units. 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 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 December 31, 2015, 246,778 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 Years Ended December 31, 2015 2014 2013 Risk-free interest rate 1.4% 1.6% 1.4% Expected life of options — years 4.17 4.72 4.73 Expected stock price volatility 26% 33% 47% Expected dividend yield 0% 0% 0% The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to third parties, other than non-employee members of our board of directors: For the Year Ended December 31, 2015 Risk-free interest rate 2.0% Expected life of options — years 7.00 Expected stock price volatility 37% Expected dividend yield 0% There were no options granted to third parties during the years ended December 31, 2014 and 2013. We do not intend to pay regular dividends on our common stock. Accordingly, the dividend yield 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 years ended December 31, 2015, 2014 and 2013: Options Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at the beginning of January 1, 2013 274,512 $ 1.92 Granted 57,228 $ 3.59 Exercised (61,056 ) $ 1.31 Forfeited, cancelled or expired (6,445 ) $ 2.02 Outstanding as of December 31, 2013 264,239 $ 2.42 Granted 61,852 $ 3.39 Exercised (46,943 ) $ 1.63 Forfeited, cancelled or expired (11,294 ) $ 4.08 Outstanding as of December 31, 2014 267,854 $ 2.72 Granted 145,366 $ 3.95 Exercised (57,667 ) $ 1.88 Forfeited, cancelled or expired (17,072 ) $ 4.60 Outstanding as of December 31, 2015 338,481 $ 3.29 7.49 $ 267,813 Exercisable as of December 31, 2015 121,751 $ 2.51 5.50 $ 194,362 The weighted average grant date fair value per share of options granted during the years ended December 31, 2015, 2014 and 2013 was $1.11, $1.05 and $1.48, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2015, 2014 and 2013 was $117,944, $89,428 and $142,491, respectively. During the years ended December 31, 2015, 2014 and 2013, the number of net settled shares which were issued as a result of stock option exercises was 17,652, 15,228 and 32,650, respectively. We recognized share-based payment expense associated with stock options of $70,084, $69,754 and $66,231 for the years ended December 31, 2015, 2014 and 2013, respectively. The following table summarizes the restricted stock unit and stock award activity under our share-based plans for the years ended December 31, 2015, 2014 and 2013: Shares Grant Date Fair Value Per Share Nonvested at the beginning of January 1, 2013 429 $ 3.25 Granted 6,873 $ 3.59 Vested (192 ) $ 3.27 Forfeited (126 ) $ 3.61 Nonvested as of December 31, 2013 6,984 $ 3.58 Granted 6,108 $ 3.38 Vested (1,138 ) $ 3.62 Forfeited (379 ) $ 3.52 Nonvested as of December 31, 2014 11,575 $ 3.47 Granted 8,961 $ 3.92 Vested (3,464 ) $ 3.44 Forfeited (984 ) $ 3.52 Nonvested as of December 31, 2015 16,088 $ 3.73 The weighted average grant date fair value per share of restricted stock units and stock awards granted during the years ended December 31, 2015, 2014 and 2013 was $3.92, $3.38 and $3.59, respectively. The total intrinsic value of restricted stock units and stock awards vesting during the years ended December 31, 2015, 2014 and 2013 was $13,720, $4,044 and $605, respectively. During the years ended December 31, 2015, 2014 and 2013, the number of net settled shares which were issued as a result of restricted stock units and stock awards vesting were 2,088, 732 and 191, respectively. We recognized share-based payment expense associated with restricted stock units and stock awards of $14,226, $8,458 and $2,645 during the years ended December 31, 2015, 2014 and 2013, respectively. Total unrecognized compensation costs related to unvested share-based payment awards for stock options and restricted stock units granted to employees, members of our board of directors and third parties at December 31, 2015 and 2014, net of estimated forfeitures, were $261,628 and $162,985, respectively. The total unrecognized compensation costs at December 31, 2015 are expected to be recognized over a weighted-average period of 3 years. 401(k) Savings Plan Sirius XM sponsors the Sirius XM Radio Inc. 401(k) Savings Plan (the “Sirius XM Plan”) for eligible employees. The Sirius XM Plan allows eligible employees to voluntarily contribute from 1% to 50% of their pre-tax eligible earnings, subject to certain defined limits. We match 50% of an employee’s voluntary contributions per pay period on the first 6% of an employee’s pre-tax salary up to a maximum of 3% of eligible compensation. We may also make additional discretionary matching, true-up matching and non-elective contributions to the Sirius XM Plan based on certain conditions. 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 recognized $8,144, $5,385 and $4,181 in expense during years ended December 31, 2015, 2014 and 2013, 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 starting in 2016. 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. We have established a grantor (or “rabbi”) trust to facilitate the payment of our obligations under the DCP. As of December 31, 2015, there were no balances or amounts associated with the DCP that were recorded in our consolidated financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (1 6 ) Commitments and Contingencies The following table summarizes our expected contractual cash commitments as of December 31, 2015: 2016 2017 2018 2019 2020 Thereafter Total Debt obligations $ 4,764 $ 3,840 $ 2,810 $ 1,478 $ 1,490,000 $ 4,000,000 $ 5,502,892 Cash interest payments 294,797 294,651 294,543 294,467 278,147 736,188 2,192,793 Satellite and transmission 10,814 3,166 4,171 4,161 3,858 8,972 35,142 Programming and content 246,899 225,519 204,569 187,644 163,332 298,650 1,326,613 Marketing and distribution 19,969 13,282 12,379 10,108 4,646 4,600 64,984 Satellite incentive payments 11,780 13,296 14,302 10,652 7,918 35,609 93,557 Operating lease obligations 44,749 42,978 41,619 37,165 34,594 179,147 380,252 Other 68,665 14,429 4,686 559 360 40 88,739 Total (1) $ 702,437 $ 611,161 $ 579,079 $ 546,234 $ 1,982,855 $ 5,263,206 $ 9,684,972 (1) The table does not include our reserve for uncertain tax positions, which at December 31, 2015 totaled $3,525, as the specific timing of any cash payments cannot be projected with reasonable certainty. Debt obligations. Debt obligations include principal payments on outstanding debt and capital lease obligations. Cash interest payments. Cash interest payments include interest due on outstanding debt and capital lease payments through maturity. Satellite and transmission. We have entered into agreements with third parties to operate and maintain the off-site satellite telemetry, tracking and control facilities and certain components of our terrestrial repeater networks. Programming and content. We have entered into various programming agreements. Under the terms of these agreements, our obligations include fixed payments, advertising commitments and revenue sharing arrangements. Our future revenue sharing costs are dependent upon many factors and are difficult to estimate; therefore, they are not included in our minimum contractual cash commitments. Marketing and distribution. We have entered into various marketing, sponsorship and distribution agreements to promote our brand and are obligated to make payments to sponsors, retailers, automakers and radio manufacturers under these agreements. Certain programming and content agreements also require us to purchase advertising on properties owned or controlled by the licensors. We also reimburse automakers for certain engineering and development costs associated with the incorporation of satellite radios into new vehicles they manufacture. In addition, in the event certain new products are not shipped by a distributor to its customers within 90 days of the distributor’s receipt of goods, we have agreed to purchase and take title to the product. Satellite incentive payments. Boeing Satellite Systems International, Inc., the manufacturer of certain of our in-orbit satellites, may be entitled to future in-orbit performance payments with respect to XM-3 and XM-4 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. Total rent recognized in connection with leases for the years ended December 31, 2015, 2014 and 2013 was $47,679, $45,107 and $39,228, respectively. 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 December 31, 2015 is also included in this category. We do not have any other significant off-balance sheet financing arrangements that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources. Legal Proceedings 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. Telephone Consumer Protection Act Suits . We are a defendant in several purported class action suits that allege that we, or call center vendors acting on our behalf, made 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 his or her prior consent. In one of the actions, the plaintiff also alleges that we violated the TCPA’s call time restrictions and in one of the other actions the plaintiff also alleges that we violated the TCPA’s do not call restrictions. Our vendors make millions of calls each month to consumers, including our subscribers, as part of our customer service and marketing efforts. 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 any violations of the TCPA in the future. These purported class action cases are titled Erik Knutson v. Sirius XM Radio Inc. Francis W. Hooker v. Sirius XM Radio, Inc. Yefim Elikman v. Sirius XM Radio, Inc. and Career Horizons, Inc. Anthony Parker v. Sirius XM Radio, Inc. 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 call center vendors in connection with these claims and intend to preserve and pursue our rights to recover from these entities; however, no assurance can be made as to our ability to fully recover all claims we may have against these entities. Pre-1972 Sound Recording Matters . 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 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. 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, In addition, since 2013, we have been named as a defendant in several suits, including putative class action suits, 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 various state laws. In June 2015, we settled the suit brought by $210,000 The portion of the June 2015 settlement covering the remaining future service periods is being amortized to Revenue share and royalties within our statements of comprehensive income through December 2017 and as of , was recorded to Prepaid expenses and other current assets and was recorded to Other long-term assets within our consolidated balance sheets. Several putative class actions suits challenging our use and public performance of other pre-1972 recordings under various state laws remain pending. We believe we have substantial defenses to the claims asserted, we are defending these actions vigorously, and do not believe that the resolution of these remaining cases will have a material adverse effect on our business, financial condition or results of operations. With respect to certain matters described above under the captions “ Telephone Consumer Protection Act Suits Pre-1972 Sound Recording Matters 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 | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (17) Income Taxes There is no current U.S. federal income tax provision, as all federal taxable income was offset by utilizing U.S. federal net operating loss carryforwards. The current state income tax provision is primarily related to taxable income in certain States that have suspended or limited the ability to use net operating loss carryforwards or where net operating losses have been fully utilized. The current foreign income tax provision is primarily related to foreign withholding taxes on dividend distributions between us and our Canadian affiliate. For the year ended December 31, 2013, the current foreign income tax provision related to reimbursement of foreign withholding taxes. Income tax expense is the sum of current income tax plus the change in deferred tax assets and liabilities. We file a consolidated federal income tax return for all of our wholly-owned subsidiaries, including Sirius XM. Income tax expense consisted of the following: For the Years Ended December 31, 2015 2014 2013 Current taxes: Federal $ — $ — $ — State (15,916 ) (7,743 ) (5,359 ) Foreign (825 ) (2,341 ) 5,269 Total current taxes (16,741 ) (10,084 ) (90 ) Deferred taxes: Federal (318,933 ) (302,350 ) (211,044 ) State (46,566 ) (25,111 ) (48,743 ) Total deferred taxes (365,499 ) (327,461 ) (259,787 ) Total income tax expense $ (382,240 ) $ (337,545 ) $ (259,877 ) The following table indicates the significant elements contributing to the difference between the federal tax expense at the statutory rate and at our effective rate: For the Years Ended December 31, 2015 2014 2013 Federal tax expense, at statutory rate $ (312,188 ) $ (290,775 ) $ (222,982 ) State income tax expense, net of federal benefit (26,018 ) (32,067 ) (19,031 ) State rate changes 608 5,334 (8,666 ) Non-deductible expenses (1,106 ) (13,914 ) (9,545 ) Change in valuation allowance (44,100 ) 2,836 4,228 Other, net 564 (8,959 ) (3,881 ) Income tax expense $ (382,240 ) $ (337,545 ) $ (259,877 ) Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each year-end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. In determining the period in which related tax benefits are realized for book purposes, excess share-based compensation deductions included in net operating losses are realized after regular net operating losses are exhausted; and excess tax compensation benefits are recorded off balance-sheet as a memo entry until the period the excess tax benefit is realized through a reduction of taxes payable. A valuation allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or some portion, of the deferred tax assets will not be realized. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities, shown before jurisdictional netting, are presented below: For the Years Ended December 31, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 1,447,159 $ 1,818,719 Deferred revenue 730,239 691,323 Accrued bonus 31,458 28,170 Expensed costs capitalized for tax 19,584 19,624 Investments 46,857 46,751 Stock based compensation 66,030 79,296 Other 37,226 38,365 Total deferred tax assets 2,378,553 2,722,248 Deferred tax liabilities: Depreciation of property and equipment (250,821 ) (237,971 ) FCC license (779,145 ) (789,857 ) Other intangible assets (190,442 ) (213,086 ) Total deferred tax liabilities (1,220,408 ) (1,240,914 ) Net deferred tax assets before valuation allowance 1,158,145 1,481,334 Valuation allowance (49,095 ) (4,995 ) Total net deferred tax asset $ 1,109,050 $ 1,476,339 The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences can be carried forward under tax law. Management's evaluation of the realizability of deferred tax assets considers both positive and negative evidence, including historical financial performance, scheduled reversal of deferred tax assets and liabilities, projected taxable income and tax planning strategies in making this assessment. The weight given to the potential effects of positive and negative evidence is based on the extent to which it can be objectively verified. The net deferred tax assets are primarily related to net operating loss carryforwards of approximately $3,762,205. In addition to the gross book net operating loss carryforwards, we have $827,150 of excess share-based compensation deductions that will not be realized until we utilize these net operating losses, resulting in an approximate gross operating loss carryforward on our tax return of $4,589,355. As of December 31, 2015 and 2014, we had a valuation allowance related to deferred tax assets of $49,095 and $4,995, respectively, which were not likely to be realized due to certain state net operating loss limitations. During the year ended December 31, 2015, the tax law change in the District of Columbia will reduce our future taxes and use less of certain net operating losses in the future. The District of Columbia tax law change resulted in a $44,392 increase in our valuation allowance. These net operating loss carryforwards expire on various dates through 2035. ASC 740 requires a company to first determine whether it is more likely than not that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority. If the tax position is not more likely than not to be sustained, the gross amount of the unrecognized tax position will not be recorded in the financial statements but will be shown in tabular format within the uncertain income tax positions. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs due to the following conditions: (1) the tax position is “more likely than not” to be sustained, (2) the tax position, amount, and/or timing is ultimately settled through negotiation or litigation, or (3) the statute of limitations for the tax position has expired. A number of years may elapse before an uncertain tax position is effectively settled or until there is a lapse in the applicable statute of limitations. We record interest and penalties related to uncertain tax positions in Income tax expense in our consolidated statements of comprehensive income. As of December 31, 2015 and 2014, the gross liability for income taxes associated with uncertain state tax positions was $253,277 and $1,432, respectively. If recognized, $183,974 of unrecognized tax benefits would affect our effective tax rate. Uncertain tax positions are recognized in Other long-term liabilities which, as of December 31, 2015 and 2014, we had recorded $3,525 and $1,432, respectively. No penalties have been accrued. We have federal and certain state income tax audits pending. We do not expect the ultimate outcome of these audits to have a material adverse effect on our financial position or results of operations. We also do not currently anticipate that our existing reserves related to uncertain tax positions as of December 31, 2015 will significantly increase or decrease during the twelve month period ending December 31, 2016; however, various events could cause our current expectations to change in the future. Should our position with respect to the majority of these uncertain tax positions be upheld, the effect would be recorded in our consolidated statements of comprehensive income as part of the income tax provision. We recorded interest expense of $89 and $55 for the years ended December 31, 2015 and 2014, respectively, related to our unrecognized tax benefits. Changes in our uncertain income tax positions, from January 1 through December 31 are presented below: 2015 2014 Balance, beginning of year $ 1,432 $ 1,432 Increases in tax positions for prior years 251,845 — Balance, end of year $ 253,277 $ 1,432 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | (18) Subsequent Events Stock Repurchase Program For the period from January 1, 2016 to January 29, 2016, we repurchased 51,883 shares of our common stock on the open market for an aggregate purchase price of $194,127, including fees and commissions. |
Quarterly Financial Data -- Una
Quarterly Financial Data -- Unaudited | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data -- Unaudited | ( 19 ) Quarterly Financial Data--Unaudited Our quarterly results of operations are summarized below: For the Three Months Ended March 31 June 30 September 30 December 31 2015 Total revenue $ 1,080,990 $ 1,123,210 $ 1,169,712 $ 1,196,146 Cost of services $ (406,370 ) $ (525,463 ) $ (440,808 ) $ (470,523 ) Income from operations $ 313,806 $ 219,429 $ 351,584 $ 293,869 Net income $ 105,692 $ 102,849 $ 166,550 $ 134,633 Net income per common share--basic $ 0.02 $ 0.02 $ 0.03 $ 0.03 Net income per common share--diluted $ 0.02 $ 0.02 $ 0.03 $ 0.03 2014 Total revenue $ 997,711 $ 1,035,345 $ 1,057,087 $ 1,090,952 Cost of services $ (390,534 ) $ (393,185 ) $ (403,519 ) $ (421,098 ) Income from operations $ 247,407 $ 284,578 $ 294,028 $ 293,657 Net income $ 93,988 $ 119,961 $ 136,170 $ 143,122 Net income per common share--basic $ 0.02 $ 0.02 $ 0.02 $ 0.03 Net income per common share--diluted (1) $ 0.02 $ 0.02 $ 0.02 $ 0.03 (1) The sum of quarterly net income per share applicable to common stockholders (diluted) does not necessarily agree to the net income per share for the year due to the timing of common stock issuances. |
Schedule II - Schedule of Valua
Schedule II - Schedule of Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II - Schedule of Valuation and Qualifying Accounts | (in thousands) Description Balance January 1, Charged to Expenses (Benefit) Write-offs/ Payments/ Other Balance December 31, 2013 Allowance for doubtful accounts $ 11,711 39,016 (41,649 ) $ 9,078 Deferred tax assets—valuation allowance $ 9,835 (4,228 ) 2,224 $ 7,831 Allowance for obsolescence $ 16,159 (773 ) (1,168 ) $ 14,218 2014 Allowance for doubtful accounts $ 9,078 44,961 (46,224 ) $ 7,815 Deferred tax assets—valuation allowance $ 7,831 (2,836 ) — $ 4,995 Allowance for obsolescence $ 14,218 (335 ) (3,159 ) $ 10,724 2015 Allowance for doubtful accounts $ 7,815 47,187 (48,884 ) $ 6,118 Deferred tax assets—valuation allowance $ 4,995 44,100 — $ 49,095 Allowance for obsolescence $ 10,724 (34 ) (741 ) $ 9,949 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation This Annual Report on Form 10-K 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 consolidated financial statements of Holdings and its subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All significant intercompany transactions have been eliminated in consolidation. Certain numbers in our prior period consolidated financial statements have been reclassified or consolidated to conform to our current period presentation. 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 Annual Report on Form 10-K for the year ended December 31, 2015 and have determined that no events have occurred that would require adjustment to our consolidated financial statements. For a discussion of subsequent events that do not require adjustment to our consolidated financial statements refer to Note 18. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Estimates, by their nature, are based on judgment and available information. Actual results could differ materially from those estimates. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include asset impairment, depreciable lives of our satellites, share-based payment expense, and income taxes. |
Cash and Cash Equivalents | Cash and Cash Equivalents Our cash and cash equivalents consist of cash on hand, money market funds, certificates of deposit, in-transit credit card receipts and highly liquid investments purchased with an original maturity of three months or less. |
Revenue Recognition | Revenue Recognition We derive revenue primarily from subscribers, advertising and direct sales of merchandise. Revenue from subscribers consists primarily of subscription fees, and to a lesser extent, revenue from rental car companies and non-refundable activation and other fees. Revenue is recognized as it is realized or realizable and earned. We recognize subscription fees as our services are provided. At the time of sale, vehicle owners purchasing or leasing a vehicle with a subscription to our service typically receive between a three and twelve month prepaid subscription. Prepaid subscription fees received from certain automakers are recorded as deferred revenue and amortized to revenue ratably over the service period which commences upon retail sale and activation. We recognize revenue from the sale of advertising as the advertising is transmitted. Agency fees are calculated based on a stated percentage applied to gross billing revenue for our advertising inventory and are reported as a reduction of advertising revenue. We pay certain third parties a percentage of advertising revenue. Advertising revenue is recorded gross of such revenue share payments as we are the primary obligor in the transaction. Advertising revenue share payments are recorded to Revenue share and royalties during the period in which the advertising is transmitted. Equipment revenue and royalties from the sale of satellite radios, components and accessories are recognized upon shipment, net of discounts and rebates. Shipping and handling costs billed to customers are recorded as revenue. Shipping and handling costs associated with shipping goods to customers are reported as a component of Cost of equipment. Other revenue primarily includes U.S. Music Royalty Fees which are recorded as revenue and as a component of Revenue share and royalties expense. Fees received from subscribers for the U.S. Music Royalty Fee are recorded as deferred revenue and amortized to revenue ratably over the service period which coincides with the recognition of the subscriber's subscription revenue. We report revenues net of any tax assessed by a governmental authority that is both imposed on, and concurrent with, a specific revenue-producing transaction between a seller and a customer in our consolidated statements of comprehensive income. Accounting Standards Codification 605, Revenue Recognition, |
Revenue Share | Revenue Share We share a portion of our subscription revenues earned from subscribers with certain automakers. The terms of the revenue share agreements vary with each automaker, but are typically based upon the earned audio revenue as reported or gross billed audio revenue. Revenue share is recorded as an expense in our consolidated statements of comprehensive income and not as a reduction to revenue. |
Programming Costs | Programming Costs Programming costs which are for a specified number of events are amortized on an event-by-event basis; programming costs which are for a specified season or include programming through a dedicated channel are amortized over the season or period on a straight-line basis. We allocate a portion of certain programming costs which are related to sponsorship and marketing activities to Sales and marketing expense on a straight-line basis over the term of the agreement. |
Advertising Costs | Advertising Costs Media is expensed when aired and advertising production costs are expensed as incurred. Advertising production costs include expenses related to marketing and retention activities, including expenses related to direct mail, outbound telemarketing and email communications. We also incur advertising production costs related to cooperative marketing and promotional events and sponsorships. During the years ended December 31, 2015, 2014 and 2013, we recorded advertising costs of $228,676, $222,962 and $178,364, respectively. These costs are reflected in Sales and marketing expense in our consolidated statements of comprehensive income. |
Subscriber Acquisition Costs | Subscriber Acquisition Costs Subscriber acquisition costs consist of costs incurred to acquire new subscribers which include hardware subsidies paid to radio manufacturers, distributors and automakers, including subsidies paid to automakers who include a satellite radio and a prepaid subscription to our service in the sale or lease price of a new vehicle; subsidies paid for chipsets and certain other components used in manufacturing radios; device royalties for certain radios and chipsets; commissions paid to retailers and automakers as incentives to purchase, install and activate radios; product warranty obligations; freight; and provisions for inventory allowance attributable to inventory consumed in our OEM and retail distribution channels. Subscriber acquisition costs do not include advertising costs, loyalty payments to distributors and dealers of radios and revenue share payments to automakers and retailers of radios. Subsidies paid to radio manufacturers and automakers are expensed upon installation, shipment, receipt of product or activation and are included in Subscriber acquisition costs because we are responsible for providing the service to the customers. Commissions paid to retailers and automakers are expensed upon either the sale or activation of radios. Chipsets that are shipped to radio manufacturers and held on consignment are recorded as inventory and expensed as Subscriber acquisition costs when placed into production by radio manufacturers. Costs for chipsets not held on consignment are expensed as Subscriber acquisition costs when the automaker confirms receipt. |
Research and Development Costs | Research & Development Costs Research and development costs are expensed as incurred and primarily include the cost of new product development, chipset design, software development and engineering. During the years ended December 31, 2015, 2014 and 2013, we recorded research and development costs of $54,933, $54,109 and $50,564, respectively. These costs are reported as a component of Engineering, design and development expense in our consolidated statements of comprehensive income. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-17, Income Taxes – Balance Sheet Reclassification of Deferred Taxes (Topic 740) In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30), Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. 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 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. |
Inventory | 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 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 consolidated statements of comprehensive income. |
Indefinite Life Intangible Assets | ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment, |
Definite Life Intangible Assets | Definite Life Intangible Assets Definite-lived intangible assets are amortized over their respective estimated useful lives to their estimated residual values, in a pattern that reflects when the economic benefits will be consumed, and are reviewed for impairment under the provisions of ASC 360-10-35, Property, Plant and Equipment/Overall/Subsequent Measurement |
Equity Method Investments | Investments in which we have the ability to exercise significant influence but not control are accounted for pursuant to the equity method of accounting. 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 consolidated statements of comprehensive income on a one month lag. The difference between our investment and our share of the fair value of the underlying net assets of Sirius XM Canada is first allocated to either finite-lived intangibles or indefinite-lived intangibles and the balance is attributed to goodwill. We follow ASC 350, Intangibles - Goodwill and Other |
Share-Based Compensation | We account for equity instruments granted to employees in accordance with ASC 718, Compensation - Stock Compensation Fair value as determined using the Black-Scholes-Merton model varies based on assumptions used for the expected life, expected stock price volatility and risk-free interest rates. For the years ended December 31, 2015, 2014 and 2013, we estimated the fair value of awards granted using the hybrid approach for volatility, which weights observable historical volatility and implied volatility of qualifying actively traded options on our common stock. The expected life assumption represents the weighted-average period stock-based awards are expected to remain outstanding. These expected life assumptions are established through a review of historical exercise behavior of stock-based award grants with similar vesting periods. Where historical patterns do not exist, contractual terms are used. The risk-free interest rate represents the daily treasury yield curve rate at the grant date based on the closing market bid yields on actively traded U.S. treasury securities in the over-the-counter market for the expected term. Our assumptions may change in future periods. Stock-based awards granted to employees, non-employees and members of our board of directors include warrants, stock options, stock awards and restricted stock units. |
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. |
Fair Value Measurements | Fair Value Measurements The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants. As of December 31, 2015 and 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. ASC 820, Fair Value Measurements and Disclosures, i. Level 1 input: unadjusted quoted prices in active markets for identical instrument; ii. Level 2 input: observable market data for the same or similar instrument but not Level 1, including quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and iii. Level 3 input: unobservable inputs developed using management's assumptions about the inputs used for pricing the asset or liability. Investments are periodically reviewed for impairment and an impairment is recorded whenever declines in fair value below carrying value are determined to be other than temporary. In making this determination, we consider, among other factors, the severity and duration of the decline as well as the likelihood of a recovery within a reasonable timeframe. |
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. Step one of the impairment assessment compares the fair value to its carrying value and if the fair value exceeds its carrying value, goodwill is not impaired. If the carrying value exceeds the fair value, the implied fair value of goodwill is compared to the carrying value of goodwill. If the implied fair value exceeds the carrying value then goodwill is not impaired; otherwise, an impairment loss will be recorded by the amount the carrying value exceeds the implied fair value. ASC 350-35 states that if the carrying amount of the reporting unit is zero or negative, the second step of the impairment test shall be performed to measure the amount of impairment loss, if any, when it is more likely than not that a goodwill impairment exists based on adverse qualitative factors. Subsequent to our annual assessment performed in the fourth quarter of 2015, we were not aware of any adverse qualitative factors that would indicate any impairment to our goodwill as of December 31, 2015. |
Property and Equipment | Property and equipment, including satellites, are stated at cost, less accumulated depreciation. Equipment under capital leases is stated at the present value of minimum lease payments. Depreciation is calculated using the straight-line method over the following estimated useful life of the asset: Satellite system 2 - 15 years Terrestrial repeater network 5 - 15 years Broadcast studio equipment 3 - 15 years Capitalized software and hardware 3 - 7 years Satellite telemetry, tracking and control facilities 3 - 15 years Furniture, fixtures, equipment and other 2 - 7 years Building 20 or 30 years Leasehold improvements Lesser of useful life or remaining lease term We review long-lived assets, such as property and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds the estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount exceeds the fair value of the asset. |
Income Taxes | Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each year-end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. In determining the period in which related tax benefits are realized for book purposes, excess share-based compensation deductions included in net operating losses are realized after regular net operating losses are exhausted; and excess tax compensation benefits are recorded off balance-sheet as a memo entry until the period the excess tax benefit is realized through a reduction of taxes payable. A valuation allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or some portion, of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences can be carried forward under tax law. Management's evaluation of the realizability of deferred tax assets considers both positive and negative evidence, including historical financial performance, scheduled reversal of deferred tax assets and liabilities, projected taxable income and tax planning strategies in making this assessment. The weight given to the potential effects of positive and negative evidence is based on the extent to which it can be objectively verified. ASC 740 requires a company to first determine whether it is more likely than not that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority. If the tax position is not more likely than not to be sustained, the gross amount of the unrecognized tax position will not be recorded in the financial statements but will be shown in tabular format within the uncertain income tax positions. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs due to the following conditions: (1) the tax position is “more likely than not” to be sustained, (2) the tax position, amount, and/or timing is ultimately settled through negotiation or litigation, or (3) the statute of limitations for the tax position has expired. A number of years may elapse before an uncertain tax position is effectively settled or until there is a lapse in the applicable statute of limitations. We record interest and penalties related to uncertain tax positions in Income tax expense in our consolidated statements of comprehensive income. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of assets and liabilities measured at fair value | Our assets and liabilities measured at fair value were as follows: December 31, 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) $ 141,850 — — $ 141,850 $ 246,500 — — $ 246,500 Liabilities: Debt (b) — $ 5,649,173 — $ 5,649,173 — $ 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 13 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Common stock equivalents of 151,112 for the year ended December 31, 2015, and 132,162 and 365,177 for the years ended December 31, 2014 and 2013, respectively, were excluded from the calculation of diluted net income per common share as the effect would have been anti-dilutive. For the Years Ended December 31, 2015 2014 2013 Numerator: Net income $ 509,724 $ 493,241 $ 377,215 Allocation of undistributed income to Series B Preferred Stock — — (3,825 ) Net income available to common stockholders for basic net income per common share $ 509,724 $ 493,241 $ 373,390 Add back: Allocation of undistributed income to Series B Preferred Stock — — 3,825 Net income available to common stockholders for diluted net income per common share $ 509,724 $ 493,241 $ 377,215 Denominator: Weighted average common shares outstanding for basic net income per common share (a) 5,375,707 5,788,944 6,227,646 Weighted average impact of assumed Series B Preferred Stock conversion — — 63,789 Weighted average impact of dilutive equity instruments 59,459 73,076 93,356 Weighted average shares for diluted net income per common share 5,435,166 5,862,020 6,384,791 Net income per common share: Basic $ 0.09 $ 0.09 $ 0.06 Diluted $ 0.09 $ 0.08 $ 0.06 (a) The 7% Exchangeable Senior Subordinated Notes due 2014 (the “Exchangeable Notes”) were fully converted into shares of our common stock as of December 1, 2014. During the year ended December 31, 2013, the common stock reserved for conversion in connection with the Exchangeable Notes were considered to be anti-dilutive in our calculation of diluted net income per share. |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Accounts receivable, net | Receivables, net consists of the following: December 31, 2015 December 31, 2014 Gross customer accounts receivable $ 98,740 $ 101,634 Allowance for doubtful accounts (6,118 ) (7,815 ) Customer accounts receivable, net $ 92,622 $ 93,819 Receivables from distributors 120,012 105,731 Other receivables 22,148 21,029 Total receivables, net $ 234,782 $ 220,579 |
Inventory, net (Tables)
Inventory, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Summary of inventory, net | Inventory, net consists of the following: December 31, 2015 December 31, 2014 Raw materials $ 11,085 $ 12,150 Finished goods 21,159 17,971 Allowance for obsolescence (9,949 ) (10,724 ) Total inventory, net $ 22,295 $ 19,397 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of intangible assets | Our intangible assets include the following: December 31, 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 (336,822 ) 43,178 380,000 (305,755 ) 74,245 OEM relationships 15 years 220,000 (31,778 ) 188,222 220,000 (17,111 ) 202,889 Licensing agreements 12 years 45,289 (26,977 ) 18,312 45,289 (23,290 ) 21,999 Proprietary software 8 years 27,215 (17,752 ) 9,463 27,215 (15,691 ) 11,524 Developed technology 10 years 2,000 (1,483 ) 517 2,000 (1,283 ) 717 Leasehold interests 7.4 years 132 (132 ) — 132 (114 ) 18 Total intangible assets $ 3,008,290 $ (414,944 ) $ 2,593,346 $ 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-3 2021 XM-4 2022 XM-5 2018 |
Expected amortization expense for each of the fiscal years | Expected amortization expense for each of the fiscal years 2016 through 2020 and for periods thereafter is as follows Years ending December 31, Amount 2016 $ 48,545 2017 34,882 2018 19,463 2019 19,026 2020 18,446 Thereafter 119,330 Total definite life intangible assets, net $ 259,692 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Lives of Property and Equipment | Depreciation is calculated using the straight-line method over the following estimated useful life of the asset: Satellite system 2 - 15 years Terrestrial repeater network 5 - 15 years Broadcast studio equipment 3 - 15 years Capitalized software and hardware 3 - 7 years Satellite telemetry, tracking and control facilities 3 - 15 years Furniture, fixtures, equipment and other 2 - 7 years Building 20 or 30 years Leasehold improvements Lesser of useful life or remaining lease term |
Property and equipment, net | Property and equipment, net, consists of the following: December 31, 2015 December 31, 2014 Satellite system $ 2,388,000 $ 2,397,611 Terrestrial repeater network 117,127 108,341 Leasehold improvements 49,407 48,677 Broadcast studio equipment 70,888 61,306 Capitalized software and hardware 466,464 340,738 Satellite telemetry, tracking and control facilities 75,440 71,268 Furniture, fixtures, equipment and other 81,871 78,237 Land 38,411 38,411 Building 60,487 59,373 Construction in progress 101,324 155,716 Total property and equipment 3,449,419 3,359,678 Accumulated depreciation and amortization (2,034,018 ) (1,849,566 ) Property and equipment, net $ 1,415,401 $ 1,510,112 |
Summary of orbiting satellites | The chart below provides certain information on our operating 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-3 2005 2020 XM-4 2006 2021 XM-5 2010 2025 * Satellite was fully depreciated and was still in operation as of December 31, 2015. |
Construction in progress [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, net | Construction in progress consists of the following: December 31, 2015 December 31, 2014 Satellite system $ 12,912 $ 12,912 Terrestrial repeater network 25,578 48,406 Capitalized software 37,064 77,755 Other 25,770 16,643 Construction in progress $ 101,324 $ 155,716 |
Related Party Transactions (Tab
Related Party Transactions (Tables) - Sirius XM Canada [Member] | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |
Summary of Related Party Balances | We had the following related party balances associated with Sirius XM Canada: December 31, 2015 December 31, 2014 Related party current assets $ 5,941 $ 4,344 Related party long-term assets $ — $ 3,000 Related party current liabilities $ 2,840 $ 4,340 Related party long-term liabilities $ 10,795 $ 13,635 |
Schedule of Related Party Revenues and Other Income | We recorded the following revenue and other income associated with Sirius XM Canada in our consolidated statements of comprehensive income: For the Years Ended December 31, 2015 2014 2013 Revenue (a) $ 56,397 $ 49,691 $ 48,935 Other income Share of net earnings (b) $ — $ 7,889 $ 5,865 Dividends (c) $ 12,645 $ 7,628 $ — (a) Under our agreements with Sirius XM Canada, we currently receive a percentage-based royalty of 10% and 15% for certain types of subscription revenue earned by Sirius XM Canada for Sirius and XM platforms, respectively; and additional royalties for premium services and royalties for activation fees and reimbursements for other charges. We record revenue from Sirius XM Canada as Other revenue in our consolidated statements of comprehensive income. The license and services agreement entered into with Sirius Canada will expire in 2017. The license agreement entered into with XM Canada will expire in 2020. (b) We recognize our proportionate share of earnings or losses of Sirius XM Canada as they occur as a component of Other income in our consolidated statements of comprehensive income on a one month lag. This amount included amortization related to the equity method intangible assets of $363 and $1,454 for the years ended December 31, 2014 and 2013, respectively, and for 2014, this also included a gain of $1,251 related to the fair value received in excess of the carrying value associated with the redemption of our investment in Sirius XM Canada’s 8% convertible unsecured subordinated debentures in February 2014. As of December 31, 2015, we had $840 in losses related to our investment in Sirius XM Canada that we had not recorded in our 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 paid gross dividends to us of $15,645, $43,492 and $16,796 during the years ended December 31, 2015, 2014 and 2013, 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 Other income for the remaining portion. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Our debt as of December 31, 2015 and 2014 consisted of the following: Carrying value (a) Issuer / Borrower Issued Debt Maturity Date Interest Payable Principal Amount at December 31, 2015 December 31, 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 $ 496,282 $ 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 1 650,000 644,720 643,790 Sirius XM (b) August 2013 5.75% Senior Notes (the "5.75% Notes") August 1, 2021 semi-annually on February 1 and August 1 600,000 595,720 595,091 Sirius XM (b) May 2013 4.625% Senior Notes (the "4.625% Notes") May 15, 2023 semi-annually on May 15 and November 15 500,000 495,602 495,116 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 1,485,196 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 1,000,000 989,446 — Sirius XM (b)(d) August 2012 5.25% Notes (the "5.25% Notes") August 15, 2022 semi-annually on February 15 and August 15 400,000 395,675 395,147 Sirius XM (e) December 2012 Senior Secured Revolving Credit Facility (the "Credit Facility") June 16, 2020 variable fee paid quarterly 1,750,000 340,000 380,000 Sirius XM Various Capital leases Various n/a n/a 12,892 12,754 Total Debt 5,455,533 4,501,345 Less: total current maturities 4,764 7,482 Less: total deferred financing costs for Notes 7,155 6,444 Total long-term debt $ 5,443,614 $ 4,487,419 (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 December 31, 2015. As of December 31, 2015, $1,410,000 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of Repurchase Agreements | The following table summarizes our share repurchase activity for the years ended: December 31, 2015 December 31, 2014 December 31, 2013 Share Repurchase Type Shares Amount Shares Amount Shares Amount Open Market and Privately Negotiated Repurchases (a) 524,222 $ 2,015,947 422,965 $ 1,426,428 476,546 $ 1,602,360 Liberty Media (b) — — 92,889 340,000 43,712 160,000 May 2014 ASR Agreement (c) — — 151,846 506,404 — — August 2014 ASR Agreement (d) — — 71,316 250,000 — — Total Repurchases 524,222 $ 2,015,947 739,016 $ 2,522,832 520,258 $ 1,762,360 (a) As of December 31, 2015, $23,727 of common stock repurchases had not settled, nor been retired, and were recorded as Treasury stock within our consolidated balance sheets and consolidated statements of stockholders’ (deficit) equity. (b) On October 9, 2013, we entered into an agreement to repurchase $500,000 of our common stock from Liberty Media. Pursuant to this agreement, we repurchased 43,712 shares of our common stock for $160,000 from Liberty Media in 2013. In April 2014, we completed the final purchase installment and repurchased 92,889 shares of our common stock for $340,000 from Liberty Media at a price of $3.66 per share. As there were certain terms in the forward purchase contract with Liberty Media that could have caused the obligation not to be fulfilled, the instrument was classified as a liability and was marked to fair value with any gain or loss recorded to our consolidated statements of comprehensive income. We recognized $34,485 and $20,393 to Loss on change in value of derivatives in our consolidated statements of comprehensive income during the years ended December 31, 2014 and 2013, respectively. (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 151,846 shares of our common stock which were retired upon receipt and the counterparty returned to us $93,596 for the unused portion of the original prepayment. (d) In August 2014, we entered into an accelerated share repurchase agreement (the “August 2014 ASR Agreement”) under which we prepaid $250,000 to a third-party financial institution to repurchase our common stock. Under the August 2014 ASR Agreement, we received an aggregate of 71,316 shares of our common stock that were retired upon receipt. |
Benefit Plans (Tables)
Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stock options activity under share-based payment plans | The following table summarizes stock option activity under our share-based plans for the years ended December 31, 2015, 2014 and 2013: Options Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at the beginning of January 1, 2013 274,512 $ 1.92 Granted 57,228 $ 3.59 Exercised (61,056 ) $ 1.31 Forfeited, cancelled or expired (6,445 ) $ 2.02 Outstanding as of December 31, 2013 264,239 $ 2.42 Granted 61,852 $ 3.39 Exercised (46,943 ) $ 1.63 Forfeited, cancelled or expired (11,294 ) $ 4.08 Outstanding as of December 31, 2014 267,854 $ 2.72 Granted 145,366 $ 3.95 Exercised (57,667 ) $ 1.88 Forfeited, cancelled or expired (17,072 ) $ 4.60 Outstanding as of December 31, 2015 338,481 $ 3.29 7.49 $ 267,813 Exercisable as of December 31, 2015 121,751 $ 2.51 5.50 $ 194,362 |
Summary of restricted stock unit and stock award activity | The following table summarizes the restricted stock unit and stock award activity under our share-based plans for the years ended December 31, 2015, 2014 and 2013: Shares Grant Date Fair Value Per Share Nonvested at the beginning of January 1, 2013 429 $ 3.25 Granted 6,873 $ 3.59 Vested (192 ) $ 3.27 Forfeited (126 ) $ 3.61 Nonvested as of December 31, 2013 6,984 $ 3.58 Granted 6,108 $ 3.38 Vested (1,138 ) $ 3.62 Forfeited (379 ) $ 3.52 Nonvested as of December 31, 2014 11,575 $ 3.47 Granted 8,961 $ 3.92 Vested (3,464 ) $ 3.44 Forfeited (984 ) $ 3.52 Nonvested as of December 31, 2015 16,088 $ 3.73 |
Employees And Non Employee Stock Option [Member] | Employees and Members of Board of Directors [Member] | |
Fair value of options granted | 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 Years Ended December 31, 2015 2014 2013 Risk-free interest rate 1.4% 1.6% 1.4% Expected life of options — years 4.17 4.72 4.73 Expected stock price volatility 26% 33% 47% Expected dividend yield 0% 0% 0% |
Employees And Non Employee Stock Option [Member] | Third Parties, Other Than Non-Employee Members of Board of Directors [Member] | |
Fair value of options granted | The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to third parties, other than non-employee members of our board of directors: For the Year Ended December 31, 2015 Risk-free interest rate 2.0% Expected life of options — years 7.00 Expected stock price volatility 37% Expected dividend yield 0% |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Expected contractual cash commitments | The following table summarizes our expected contractual cash commitments as of December 31, 2015: 2016 2017 2018 2019 2020 Thereafter Total Debt obligations $ 4,764 $ 3,840 $ 2,810 $ 1,478 $ 1,490,000 $ 4,000,000 $ 5,502,892 Cash interest payments 294,797 294,651 294,543 294,467 278,147 736,188 2,192,793 Satellite and transmission 10,814 3,166 4,171 4,161 3,858 8,972 35,142 Programming and content 246,899 225,519 204,569 187,644 163,332 298,650 1,326,613 Marketing and distribution 19,969 13,282 12,379 10,108 4,646 4,600 64,984 Satellite incentive payments 11,780 13,296 14,302 10,652 7,918 35,609 93,557 Operating lease obligations 44,749 42,978 41,619 37,165 34,594 179,147 380,252 Other 68,665 14,429 4,686 559 360 40 88,739 Total (1) $ 702,437 $ 611,161 $ 579,079 $ 546,234 $ 1,982,855 $ 5,263,206 $ 9,684,972 (1) The table does not include our reserve for uncertain tax positions, which at December 31, 2015 totaled $3,525, as the specific timing of any cash payments cannot be projected with reasonable certainty. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | We file a consolidated federal income tax return for all of our wholly-owned subsidiaries, including Sirius XM. Income tax expense consisted of the following: For the Years Ended December 31, 2015 2014 2013 Current taxes: Federal $ — $ — $ — State (15,916 ) (7,743 ) (5,359 ) Foreign (825 ) (2,341 ) 5,269 Total current taxes (16,741 ) (10,084 ) (90 ) Deferred taxes: Federal (318,933 ) (302,350 ) (211,044 ) State (46,566 ) (25,111 ) (48,743 ) Total deferred taxes (365,499 ) (327,461 ) (259,787 ) Total income tax expense $ (382,240 ) $ (337,545 ) $ (259,877 ) |
Schedule of Effective Income Tax Rate Reconciliation | The following table indicates the significant elements contributing to the difference between the federal tax expense at the statutory rate and at our effective rate: For the Years Ended December 31, 2015 2014 2013 Federal tax expense, at statutory rate $ (312,188 ) $ (290,775 ) $ (222,982 ) State income tax expense, net of federal benefit (26,018 ) (32,067 ) (19,031 ) State rate changes 608 5,334 (8,666 ) Non-deductible expenses (1,106 ) (13,914 ) (9,545 ) Change in valuation allowance (44,100 ) 2,836 4,228 Other, net 564 (8,959 ) (3,881 ) Income tax expense $ (382,240 ) $ (337,545 ) $ (259,877 ) |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities, shown before jurisdictional netting, are presented below: For the Years Ended December 31, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 1,447,159 $ 1,818,719 Deferred revenue 730,239 691,323 Accrued bonus 31,458 28,170 Expensed costs capitalized for tax 19,584 19,624 Investments 46,857 46,751 Stock based compensation 66,030 79,296 Other 37,226 38,365 Total deferred tax assets 2,378,553 2,722,248 Deferred tax liabilities: Depreciation of property and equipment (250,821 ) (237,971 ) FCC license (779,145 ) (789,857 ) Other intangible assets (190,442 ) (213,086 ) Total deferred tax liabilities (1,220,408 ) (1,240,914 ) Net deferred tax assets before valuation allowance 1,158,145 1,481,334 Valuation allowance (49,095 ) (4,995 ) Total net deferred tax asset $ 1,109,050 $ 1,476,339 |
Summary of Income Tax Contingencies | Changes in our uncertain income tax positions, from January 1 through December 31 are presented below: 2015 2014 Balance, beginning of year $ 1,432 $ 1,432 Increases in tax positions for prior years 251,845 — Balance, end of year $ 253,277 $ 1,432 |
Quarterly Financial Data -- U41
Quarterly Financial Data -- Unaudited (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Our quarterly results of operations are summarized below: For the Three Months Ended March 31 June 30 September 30 December 31 2015 Total revenue $ 1,080,990 $ 1,123,210 $ 1,169,712 $ 1,196,146 Cost of services $ (406,370 ) $ (525,463 ) $ (440,808 ) $ (470,523 ) Income from operations $ 313,806 $ 219,429 $ 351,584 $ 293,869 Net income $ 105,692 $ 102,849 $ 166,550 $ 134,633 Net income per common share--basic $ 0.02 $ 0.02 $ 0.03 $ 0.03 Net income per common share--diluted $ 0.02 $ 0.02 $ 0.03 $ 0.03 2014 Total revenue $ 997,711 $ 1,035,345 $ 1,057,087 $ 1,090,952 Cost of services $ (390,534 ) $ (393,185 ) $ (403,519 ) $ (421,098 ) Income from operations $ 247,407 $ 284,578 $ 294,028 $ 293,657 Net income $ 93,988 $ 119,961 $ 136,170 $ 143,122 Net income per common share--basic $ 0.02 $ 0.02 $ 0.02 $ 0.03 Net income per common share--diluted (1) $ 0.02 $ 0.02 $ 0.02 $ 0.03 (1) The sum of quarterly net income per share applicable to common stockholders (diluted) does not necessarily agree to the net income per share for the year due to the timing of common stock issuances. |
Business & Basis of Presentat42
Business & Basis of Presentation - Additional Information 1 (Details) | 12 Months Ended |
Dec. 31, 2015Linesegment | |
Accounts Notes And Loans Receivable [Line Items] | |
Number of satellite radio systems | Line | 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 Presentat43
Business & Basis of Presentation - Additional Information 2 (Details) | Dec. 31, 2015 |
Common Stock [Member] | Liberty Media [Member] | Minimum [Member] | |
Related Party Transaction [Line Items] | |
Related party ownership percentage | 50.00% |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Nov. 04, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ||||
Acquisition of business, net of cash acquired | $ 0 | $ (1,144) | $ 525,352 | |
Agero, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition of business, net of cash acquired | $ 525,352 | $ (1,144) |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||
Advertising expense | $ 228,676 | $ 222,962 | $ 178,364 |
Research and development expense | 54,933 | 54,109 | $ 50,564 |
Debt issuance cost | $ 7,155 | $ 6,444 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Liabilities: | |||
Debt, fair value | [1] | $ 5,649,173 | $ 4,613,044 |
Level 1 [Member] | |||
Liabilities: | |||
Debt, fair value | [1] | 0 | 0 |
Level 2 [Member] | |||
Liabilities: | |||
Debt, fair value | [1] | 5,649,173 | 4,613,044 |
Level 3 [Member] | |||
Liabilities: | |||
Debt, fair value | [1] | 0 | 0 |
Sirius XM Canada [Member] | |||
Assets: | |||
Investment, fair value | [2] | 141,850 | 246,500 |
Sirius XM Canada [Member] | Level 1 [Member] | |||
Assets: | |||
Investment, fair value | [2] | 141,850 | 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 13 for information related to the carrying value of our debt as of December 31, 2015 and 2014. | ||
[2] | This amount approximates fair value. The carrying value of our investment in Sirius XM Canada was $0 and $2,654 as of December 31, 2015 and 2014, respectively. |
Fair Value Measurements - Sum47
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 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 | Jan. 18, 2013 | Jan. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Participating securities | 0 | 0 | |||
Anti-dilutive common stock equivalents (in shares) | 151,112,000 | 132,162,000 | 365,177,000 | ||
Common Stock [Member] | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Conversion of preferred stock to common stock (in shares) | 1,293,509,000 | ||||
Liberty Media [Member] | Series B Preferred Stock [Member] | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Conversion of preferred stock to common stock (in shares) | 6,250,000 | ||||
Liberty Media [Member] | Common Stock [Member] | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Conversion of preferred stock to common stock (in shares) | 1,293,509,000 | 1,293,509,000 |
Earnings per Share - Earnings p
Earnings per Share - Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||||||
Numerator: | ||||||||||||||||
Net income | $ 134,633 | $ 166,550 | $ 102,849 | $ 105,692 | $ 143,122 | $ 136,170 | $ 119,961 | $ 93,988 | $ 509,724 | $ 493,241 | $ 377,215 | |||||
Allocation of undistributed income to Series B Preferred Stock | 0 | 0 | (3,825) | |||||||||||||
Net income available to common stockholders for basic net income per common share | 509,724 | 493,241 | 373,390 | |||||||||||||
Add back: | ||||||||||||||||
Allocation of undistributed income to Series B Preferred Stock | 0 | 0 | 3,825 | |||||||||||||
Net income available to common stockholders for diluted net income per common share | $ 509,724 | $ 493,241 | $ 377,215 | |||||||||||||
Denominator: | ||||||||||||||||
Weighted average common shares outstanding for basic net income per common share | [1] | 5,375,707 | 5,788,944 | 6,227,646 | ||||||||||||
Weighted average impact of assumed Series B Preferred Stock conversion (in shares) | 0 | 0 | 63,789 | |||||||||||||
Weighted average impact of dilutive equity instruments | 59,459 | 73,076 | 93,356 | |||||||||||||
Weighted average shares for diluted net income per common share | 5,435,166 | 5,862,020 | 6,384,791 | |||||||||||||
Net income per common share: | ||||||||||||||||
Basic (in dollars per share) | $ 0.03 | $ 0.03 | $ 0.02 | $ 0.02 | $ 0.03 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.09 | $ 0.09 | $ 0.06 | |||||
Diluted (in dollars per share) | $ 0.03 | $ 0.03 | $ 0.02 | $ 0.02 | $ 0.03 | [2] | $ 0.02 | [2] | $ 0.02 | [2] | $ 0.02 | [2] | $ 0.09 | $ 0.08 | $ 0.06 | |
[1] | The 7% Exchangeable Senior Subordinated Notes due 2014 (the “Exchangeable Notes”) were fully converted into shares of our common stock as of December 1, 2014. During the year ended December 31, 2013, the common stock reserved for conversion in connection with the Exchangeable Notes were considered to be anti-dilutive in our calculation of diluted net income per share. | |||||||||||||||
[2] | The sum of quarterly net income per share applicable to common stockholders (diluted) does not necessarily agree to the net income per share for the year due to the timing of common stock issuances |
Earnings per Share - Earnings50
Earnings per Share - Earnings per Share (Parenthetical) (Details) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Interest rate on instrument | 7.00% | 7.00% | 7.00% |
Receivable, net - Accounts Rece
Receivable, net - Accounts Receivable, net (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts receivable, net | ||
Gross customer accounts receivable | $ 98,740 | $ 101,634 |
Allowance for doubtful accounts | (6,118) | (7,815) |
Customer accounts receivable, net | 92,622 | 93,819 |
Receivables from distributors | 120,012 | 105,731 |
Other receivables | 22,148 | 21,029 |
Total receivables, net | $ 234,782 | $ 220,579 |
Inventory, net (Details)
Inventory, net (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 11,085 | $ 12,150 |
Finished goods | 21,159 | 17,971 |
Allowance for obsolescence | (9,949) | (10,724) |
Total inventory, net | $ 22,295 | $ 19,397 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Impairment losses for goodwill | $ 0 | $ 0 | $ 0 |
Accumulated impairment of goodwill since the Merger | $ 4,766,190,000 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of indefinite and definite life intangible assets | ||
Accumulated amortization | $ (414,944) | $ (363,244) |
Net carrying value | 259,692 | |
Total intangible assets, Gross carrying value | 3,008,290 | 3,008,290 |
Total intangible assets, Net carrying value | 2,593,346 | 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 | (336,822) | (305,755) |
Net carrying value | $ 43,178 | 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 | (31,778) | (17,111) |
Net carrying value | $ 188,222 | 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 | (26,977) | (23,290) |
Net carrying value | $ 18,312 | 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 | (17,752) | (15,691) |
Net carrying value | $ 9,463 | 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 | (1,483) | (1,283) |
Net carrying value | $ 517 | 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 | (132) | (114) |
Net carrying value | $ 0 | $ 18 |
Intangible Assets - Years in Wh
Intangible Assets - Years in Which Each of our Licenses Expires (Details) | 12 Months Ended |
Dec. 31, 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 ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Impairment of intangible assets, indefinite-lived (excluding goodwill) | $ 0 | $ 0 | $ 0 |
Impairment of definite-lived intangible assets | 0 | 0 | 0 |
Amortization of intangible assets | $ 51,700,000 | $ 55,016,000 | $ 50,011,000 |
Intangible Assets - Expected Am
Intangible Assets - Expected Amortization Expense for Each of the Fiscal Years (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Expected amortization expense for each of the fiscal years | |
2,016 | $ 48,545 |
2,017 | 34,882 |
2,018 | 19,463 |
2,019 | 19,026 |
2,020 | 18,446 |
Thereafter | 119,330 |
Net carrying value | $ 259,692 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Estimated Useful Life of Asset (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Satellite system [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Satellite system [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
Terrestrial repeater network [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Terrestrial repeater network [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
Broadcast studio equipment [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Broadcast studio equipment [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
Capitalized software and hardware [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Capitalized software and hardware [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Satellite telemetry, tracking and control facilities [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Satellite telemetry, tracking and control facilities [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
Furniture, fixtures, equipment and other [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Furniture, fixtures, equipment and other [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Building [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 20 years |
Building [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 30 years |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)satellite | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Property Plant And Equipment [Abstract] | |||
Impairment charges | $ 0 | $ 0 | $ 0 |
Depreciation expense on property and equipment | 220,514,000 | 211,407,000 | 203,303,000 |
Disposal of property and equipment | 43,833,000 | 19,398,000 | 16,039,000 |
Loss on disposal of assets | $ 7,384,000 | $ 0 | $ 0 |
Number of owned operating satellites | satellite | 8 |
Property and Equipment - Sche60
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 3,449,419 | $ 3,359,678 |
Accumulated depreciation and amortization | (2,034,018) | (1,849,566) |
Property and equipment, net | 1,415,401 | 1,510,112 |
Satellite system [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 2,388,000 | 2,397,611 |
Terrestrial repeater network [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 117,127 | 108,341 |
Leasehold improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 49,407 | 48,677 |
Broadcast studio equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 70,888 | 61,306 |
Capitalized software and hardware [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 466,464 | 340,738 |
Satellite telemetry, tracking and control facilities [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 75,440 | 71,268 |
Furniture, fixtures, equipment and other [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 81,871 | 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 | 60,487 | 59,373 |
Construction in progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 101,324 | $ 155,716 |
Property and Equipment - Sche61
Property and Equipment - Schedule of Construction in Progress (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Line Items] | ||
Construction in progress | $ 101,324 | $ 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 | 25,578 | 48,406 |
Capitalized software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Construction in progress | 37,064 | 77,755 |
Other [Member] | ||
Property Plant And Equipment [Line Items] | ||
Construction in progress | $ 25,770 | $ 16,643 |
Property and Equipment - Sche62
Property and Equipment - Schedule of Estimated End of Depreciable Life of Operating Satellites (Details) | 12 Months Ended | |
Dec. 31, 2015 | ||
SIRIUS FM-1 [Member] | ||
Property Plant And Equipment [Line Items] | ||
Orbiting satellites, year delivered | 2,000 | [1] |
Orbiting satellites, estimated end of depreciable life | 2,013 | [1] |
SIRIUS FM-2 [Member] | ||
Property Plant And Equipment [Line Items] | ||
Orbiting satellites, year delivered | 2,000 | [1] |
Orbiting satellites, estimated end of depreciable life | 2,013 | [1] |
SIRIUS FM-3 [Member] | ||
Property Plant And Equipment [Line Items] | ||
Orbiting satellites, year delivered | 2,000 | [1] |
Orbiting satellites, estimated end of depreciable life | 2,015 | [1] |
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-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 was fully depreciated and was still in operation as of December 31, 2015. |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2014USD ($)$ / shares | Dec. 31, 2013USD ($) | Dec. 31, 2015USD ($)directorshares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Oct. 09, 2013USD ($) | |
Related Party Transaction [Line Items] | ||||||
Stock repurchased during period, value | $ 2,015,947,000 | $ 2,472,645,000 | $ 1,764,969,000 | |||
Loss on change in value of derivatives | 0 | 34,485,000 | 20,393,000 | |||
Current portion of deferred revenue | 1,771,915,000 | 1,632,381,000 | ||||
Deferred revenue, noncurrent | 157,609,000 | 151,901,000 | ||||
Common Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock repurchased during period, value | $ 0 | 0 | 0 | |||
Liberty Media [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Loss on change in value of derivatives | 34,485,000 | 20,393,000 | ||||
Related Party Transactions interest expense | 1,025,000 | $ 13,514,000 | ||||
Liberty Media [Member] | 7.625% Senior Notes due 2018 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Interest rate on instrument | 7.625% | |||||
Liberty Media [Member] | 8.75% Senior Notes due 2015 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Interest rate on instrument | 8.75% | |||||
Liberty Media [Member] | Executives [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of related party members on the board of directors | director | 2 | |||||
Liberty Media [Member] | Director [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of related party members on the board of directors | director | 1 | |||||
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 | $ 160,000,000 | ||||
Share price | $ / shares | $ 3.66 | |||||
Liberty Media [Member] | Common Stock [Member] | Minimum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party ownership percentage | 50.00% | |||||
Sirius XM Canada [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Equity method investment, equity interest | 37.00% | |||||
Equity method investment, voting interest | 25.00% | |||||
Current portion of deferred revenue | $ 2,776,000 | 2,776,000 | ||||
Deferred revenue, noncurrent | $ 10,639,000 | $ 13,415,000 | ||||
Sirius XM Canada [Member] | Related Party Class A Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares owned on a converted basis | shares | 47.3 |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||
Related party current assets | $ 5,941 | $ 4,344 |
Related party long-term assets | 0 | 3,000 |
Related party current liabilities | 2,840 | 4,340 |
Related party long-term liabilities | 10,795 | 13,635 |
Sirius XM Canada [Member] | ||
Related Party Transaction [Line Items] | ||
Related party current assets | 5,941 | 4,344 |
Related party long-term assets | 0 | 3,000 |
Related party current liabilities | 2,840 | 4,340 |
Related party long-term liabilities | $ 10,795 | $ 13,635 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Revenue and Other Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Other income | ||||
Share of net earnings | $ 0 | $ 5,547 | $ 5,865 | |
Sirius XM Canada [Member] | ||||
Related Party Revenue and Expenses [Abstract] | ||||
Revenue | [1] | 56,397 | 49,691 | 48,935 |
Other income | ||||
Share of net earnings | [2] | 0 | 7,889 | 5,865 |
Dividends | [3] | $ 12,645 | $ 7,628 | $ 0 |
[1] | Under our agreements with Sirius XM Canada, we currently receive a percentage-based royalty of 10% and 15% for certain types of subscription revenue earned by Sirius XM Canada for Sirius and XM platforms, respectively; and additional royalties for premium services and royalties for activation fees and reimbursements for other charges. We record revenue from Sirius XM Canada as Other revenue in our consolidated statements of comprehensive income. The license and services agreement entered into with Sirius Canada will expire in 2017. The license agreement entered into with XM Canada will expire in 2020. | |||
[2] | We recognize our proportionate share of earnings or losses of Sirius XM Canada as they occur as a component of Other income in our consolidated statements of comprehensive income on a one month lag. This amount included amortization related to the equity method intangible assets of $363 and $1,454 for the years ended December 31, 2014 and 2013, respectively, and for 2014, this also included a gain of $1,251 related to the fair value received in excess of the carrying value associated with the redemption of our investment in Sirius XM Canada’s 8% convertible unsecured subordinated debentures in February 2014. As of December 31, 2015, we had $840 in losses related to our investment in Sirius XM Canada that we had not recorded in our 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 paid gross dividends to us of $15,645, $43,492 and $16,796 during the years ended December 31, 2015, 2014 and 2013, respectively. These dividends were first recorded as a reduction to our investment balance in Sirius XM Canada to the extent a balance existed and then as Other income for the remaining portion. |
Related Party Transactions - 66
Related Party Transactions - Schedule of Related Party Revenue and Other Income (Parenthetical) (Details) - Sirius XM Canada [Member] - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 28, 2014 | |
Related Party Transaction [Line Items] | ||||
Amortization related to equity method intangible assets | $ 363 | $ 1,454 | ||
Gain on conversion of debt | 1,251 | |||
Off balance sheet equity method loss | $ 840 | |||
Investment balance, carrying value | 0 | 2,654 | ||
Dividend received from unconsolidated entity investment | $ 15,645 | $ 43,492 | $ 16,796 | |
8% Convertible Unsecured Subordinated Debentures [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest rate on instrument | 8.00% | |||
Sirius Platform | ||||
Related Party Transaction [Line Items] | ||||
Percentage-based royalty | 10.00% | |||
Agreement expiration year | 2,017 | |||
X M Platform | ||||
Related Party Transaction [Line Items] | ||||
Percentage-based royalty | 15.00% | |||
Agreement expiration year | 2,020 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Investments All Other Investments [Abstract] | |||
Long-term restricted investments | $ 9,888 | $ 5,922 | |
Purchases of restricted and other investments | $ 3,966 | $ 0 | $ 1,719 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2012 | |||
Debt | |||||||
Capital leases | [1] | $ 12,892,000 | $ 12,754,000 | ||||
Total Debt | [1] | 5,455,533,000 | 4,501,345,000 | ||||
Less: total current maturities | [1] | 4,764,000 | 7,482,000 | ||||
Less: total deferred financing costs for Notes | [1] | 7,155,000 | 6,444,000 | ||||
Total long-term debt | [1] | $ 5,443,614,000 | 4,487,419,000 | ||||
Senior Secured Revolving Credit Facility [Member] | |||||||
Debt | |||||||
Debt Instrument, Maturity Date | [2] | Jun. 16, 2020 | |||||
Debt carrying amount | [1],[2] | $ 340,000,000 | $ 380,000,000 | ||||
Credit facility, maximum borrowing capacity | $ 1,750,000,000 | [2] | $ 1,750,000,000 | $ 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 | |||||
Debt carrying amount | [1],[3] | $ 496,282,000 | $ 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 | |||||
Debt carrying amount | [1],[3] | $ 644,720,000 | $ 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 | |||||
Debt carrying amount | [1],[3] | $ 595,720,000 | $ 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 | |||||
Debt carrying amount | [1],[3] | $ 495,602,000 | $ 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 | |||||
Debt carrying amount | [1],[3] | $ 1,485,196,000 | $ 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] | $ 989,446,000 | $ 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 | |||||
Debt carrying amount | [1],[3],[5] | $ 395,675,000 | $ 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 December 31, 2015. As of December 31, 2015, $1,410,000 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 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 $11,250. | ||||||
[5] | The liens securing the 5.25% Notes are equal and ratable to the liens granted to secure the Credit Facility. |
Debt - Schedule of Long-term 69
Debt - Schedule of Long-term Debt Instruments (Parenthetical) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Dec. 31, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | 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] | $ 1,750,000,000 | |||
Debt Instrument, Maturity Date | [1] | Jun. 16, 2020 | |||||
Credit facility, unused capacity, commitment fee percentage | 0.30% | ||||||
Credit facility, remaining borrowing capacity | $ 1,410,000,000 | ||||||
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 | |||||
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 December 31, 2015. As of December 31, 2015, $1,410,000 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 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 $11,250. | ||||||
[3] | Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes. | ||||||
[4] | The liens securing the 5.25% Notes are equal and ratable to the liens granted to secure the Credit Facility. |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Senior Secured Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Maximum consolidated leverage | 500.00% | ||
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount of Exchangeable Notes converted to common stock. | $ 502,370,000 | ||
Conversion of Exchangeable Notes to common stock | 272,856 | ||
Gains (losses) on repurchase of debt | $ 0 | ||
Interest rate on instrument | 7.00% | 7.00% | 7.00% |
8.75% Senior Notes due 2015 [Member] | |||
Debt Instrument [Line Items] | |||
Gains (losses) on repurchase of debt | $ (104,818,000) | ||
Interest rate on instrument | 8.75% | ||
Repurchase of debt, amount | $ 800,000,000 | ||
Amount paid on repurchase of debt | 927,860,000 | ||
7.625% Senior Notes due 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Gains (losses) on repurchase of debt | $ (85,759,000) | ||
Interest rate on instrument | 7.625% | ||
Repurchase of debt, amount | $ 700,000,000 | ||
Amount paid on repurchase of debt | $ 797,830,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | Jan. 18, 2013 | Jan. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Class Of Stock [Line Items] | |||||
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) | 5,153,451,000 | 5,653,529,000 | |||
Common stock, shares outstanding (in shares) | 5,147,647,000 | 5,646,119,000 | |||
Common stock reserved for issuance | 354,569,000 | ||||
Number of shares repurchased | 1,783,496,000 | ||||
Aggregate cost for shares repurchased | $ 6,301,140,000 | ||||
Remaining amount authorized under the stock repurchase program | $ 1,698,860,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Undesignated preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||
Preferred stock liquidation preference per share | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Amortization of costs related to share-lending arrangement and other issuance costs | $ 12,701,000 | $ 12,745,000 | |||
Warrants outstanding | 0 | 16,667,000 | |||
Number of warrants exercised (in shares) | 16,667,000 | ||||
Exercise price of warrants | $ 2.50 | ||||
Warrant expenses | $ 0 | $ 0 | $ 0 | ||
Common Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Conversion of preferred stock to common stock (in shares) | 1,293,509,000 | ||||
Issuance of common stock upon exercise of warrants (in shares) | 6,010,000 | ||||
Common Stock [Member] | Liberty Media [Member] | |||||
Class Of Stock [Line Items] | |||||
Conversion of preferred stock to common stock (in shares) | 1,293,509,000 | 1,293,509,000 | |||
Common Stock [Member] | December 2012 Share Repurchase Program [Member] | |||||
Class Of Stock [Line Items] | |||||
Stock repurchase program, authorized amount | $ 8,000,000,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Repurchase Agreements (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Equity, Class of Treasury Stock [Line Items] | ||||
Common stock repurchased (in shares) | 524,222 | 739,016 | 520,258 | |
Common stock repurchased, value | $ 2,015,947 | $ 2,522,832 | $ 1,762,360 | |
Open Market And Privately Negotiated Repurchases [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Common stock repurchased (in shares) | [1] | 524,222 | 422,965 | 476,546 |
Common stock repurchased, value | [1] | $ 2,015,947 | $ 1,426,428 | $ 1,602,360 |
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 | 43,712 |
Common stock repurchased, value | [2] | $ 0 | $ 340,000 | $ 160,000 |
May 2014 ASR Agreement [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Common stock repurchased (in shares) | [3] | 0 | 151,846 | 0 |
Common stock repurchased, value | [3] | $ 0 | $ 506,404 | $ 0 |
August 2014 ASR Agreement [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Common stock repurchased (in shares) | [4] | 0 | 71,316 | 0 |
Common stock repurchased, value | [4] | $ 0 | $ 250,000 | $ 0 |
[1] | As of December 31, 2015, $23,727 of common stock repurchases had not settled, nor been retired, and were recorded as Treasury stock within our consolidated balance sheets and consolidated statements of stockholders’ (deficit) equity. | |||
[2] | On October 9, 2013, we entered into an agreement to repurchase $500,000 of our common stock from Liberty Media. Pursuant to this agreement, we repurchased 43,712 shares of our common stock for $160,000 from Liberty Media in 2013. In April 2014, we completed the final purchase installment and repurchased 92,889 shares of our common stock for $340,000 from Liberty Media at a price of $3.66 per share. As there were certain terms in the forward purchase contract with Liberty Media that could have caused the obligation not to be fulfilled, the instrument was classified as a liability and was marked to fair value with any gain or loss recorded to our consolidated statements of comprehensive income. We recognized $34,485 and $20,393 to Loss on change in value of derivatives in our consolidated statements of comprehensive income during the years ended December 31, 2014 and 2013, respectively. | |||
[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 151,846 shares of our common stock which were retired upon receipt and the counterparty returned to us $93,596 for the unused portion of the original prepayment. | |||
[4] | In August 2014, we entered into an accelerated share repurchase agreement (the “August 2014 ASR Agreement”) under which we prepaid $250,000 to a third-party financial institution to repurchase our common stock. Under the August 2014 ASR Agreement, we received an aggregate of 71,316 shares of our common stock that were retired upon receipt. |
Stockholders' Equity - Schedu73
Stockholders' Equity - Schedule of Repurchase Agreements (Parenthetical) (Details) - USD ($) $ / shares in Units, shares in Thousands | 1 Months Ended | 12 Months Ended | |||||
Aug. 31, 2014 | May. 31, 2014 | Apr. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 09, 2013 | |
Class Of Stock [Line Items] | |||||||
Treasury stock | $ 23,727,000 | $ 26,034,000 | |||||
Loss on change in value of derivatives | $ 0 | 34,485,000 | $ 20,393,000 | ||||
Liberty Media [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Loss on change in value of derivatives | $ 34,485,000 | $ 20,393,000 | |||||
Common Stock [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Common stock shares retired | 525,828 | 731,606 | 520,258 | ||||
Common Stock [Member] | October 2013 Share Repurchase Program [Member] | Liberty Media [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Stock repurchase program, authorized amount | $ 500,000,000 | ||||||
Number of shares repurchased and retired | 92,889 | 43,712 | |||||
Stock repurchased and retired during period, value | $ 340,000,000 | $ 160,000,000 | |||||
Share price (in dollars per share) | $ 3.66 | ||||||
Common Stock [Member] | May 2014 ASR Agreement [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Stock repurchase program, authorized amount | $ 600,000,000 | ||||||
Common stock shares retired | 151,846 | ||||||
Stock repurchase program, unused portion of authorized amount | $ 93,596,000 | ||||||
Common Stock [Member] | August 2014 ASR Agreement [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Stock repurchase program, authorized amount | $ 250,000,000 | ||||||
Number of shares repurchased and retired | 71,316 |
Benefit Plans - Additional Info
Benefit Plans - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||
May. 31, 2015 | Dec. 31, 2015USD ($)plan$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based payment expense | $ 84,310,000 | $ 78,212,000 | $ 68,876,000 | |
Number of other share-based benefit plans | plan | 4 | |||
Deferred compensation plan | $ 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% | |||
Maximum of employee contributions of pre-tax eligible earnings to Company 401(k) Savings Plan | 50.00% | |||
Percent of Company match of employee's voluntary contributions | 50.00% | |||
Percent of employee's pre-tax salary | 6.00% | |||
Maximum annual contributions per employee, percent | 3.00% | |||
Vesting percentage of employer contributions for each year of employment | 33.33% | |||
Savings plan, fully vested period | 3 years | |||
Recognized cost | $ 8,144,000 | 5,385,000 | 4,181,000 | |
Employees And Non Employee Stock Option [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based payment expense | $ 70,084,000 | $ 69,754,000 | $ 66,231,000 | |
Granted, options (in shares) | shares | 145,366,000 | 61,852,000 | 57,228,000 | |
Weighted average grant date fair value of options granted (in dollars per share) | $ / shares | $ 1.11 | $ 1.05 | $ 1.48 | |
Total intrinsic value of stock options exercised | $ 117,944,000 | $ 89,428,000 | $ 142,491,000 | |
Number of net settled shares issued as a result of exercise of stock options and vesting of restricted stock units | shares | 17,652,000 | 15,228,000 | 32,650,000 | |
Employees And Non 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 | ||
Restricted Stock Units RSU and Stock Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based payment expense | $ 14,226,000 | $ 8,458,000 | $ 2,645,000 | |
Number of net settled shares issued as a result of exercise of stock options and vesting of restricted stock units | shares | 2,088,000 | 732,000 | 191,000 | |
Weighted average grant date fair value of restricted stock units and stock awards granted | $ / shares | $ 3.92 | $ 3.38 | $ 3.59 | |
Total intrinsic value of restricted stock units and stock awards vested | $ 13,720,000 | $ 4,044,000 | $ 605,000 | |
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 | $ 261,628,000 | $ 162,985,000 | ||
Weighted average expected period for recognition of compensation expenses | 3 years | |||
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 | 246,778,000 | |||
2015 Long-Term Stock Incentive Plan [Member] | Employees And Non 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 (Details) - Employees And Non Employee Stock Option [Member] | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employees and Members of Board of Directors [Member] | |||
Fair value of options granted | |||
Risk-free interest rate | 1.40% | 1.60% | 1.40% |
Expected life of options — years | 4 years 2 months 1 day | 4 years 8 months 19 days | 4 years 8 months 23 days |
Expected stock price volatility | 26.00% | 33.00% | 47.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Third Parties, Other Than Non-Employee Members of Board of Directors [Member] | |||
Fair value of options granted | |||
Risk-free interest rate | 2.00% | ||
Expected life of options — years | 7 years | ||
Expected stock price volatility | 37.00% | ||
Expected dividend yield | 0.00% |
Benefit Plans - Stock Options A
Benefit Plans - Stock Options Activity under Share-Based Payment Plans (Details) - Employees And Non Employee Stock Option [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Options | |||
Outstanding, options, beginning balance (in shares) | 267,854 | 264,239 | 274,512 |
Granted, options (in shares) | 145,366 | 61,852 | 57,228 |
Exercised, options (in shares) | (57,667) | (46,943) | (61,056) |
Forfeited, cancelled or expired, options (in shares) | (17,072) | (11,294) | (6,445) |
Outstanding, options, ending balance (in shares) | 338,481 | 267,854 | 264,239 |
Exercisable, options (in shares) | 121,751 | ||
Weighted- Average Exercise Price | |||
Outstanding, weighted-average exercise price, beginning balance (in dollars per share) | $ 2.72 | $ 2.42 | $ 1.92 |
Granted, weighted-average exercise price (in dollars per share) | 3.95 | 3.39 | 3.59 |
Exercised, weighted-average exercise price (in dollars per share) | 1.88 | 1.63 | 1.31 |
Forfeited, cancelled or expired, weighted-average exercise price (in dollars per share) | 4.60 | 4.08 | 2.02 |
Outstanding, weighted-average exercise price, ending balance (in dollars per share) | 3.29 | $ 2.72 | $ 2.42 |
Exercisable, weighted-average exercise price (in dollars per share) | $ 2.51 | ||
Outstanding, weighted average remaining contractual term | 7 years 5 months 27 days | ||
Exercisable, weighted average remaining contractual term | 5 years 6 months | ||
Outstanding, aggregate intrinsic value | $ 267,813 | ||
Exercisable, aggregate intrinsic value | $ 194,362 |
Benefit Plans - Summary of Rest
Benefit Plans - Summary of Restricted Stock Unit and Stock Award Activity (Details) - Restricted Stock Units RSU and Stock Awards [Member] - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Nonvested restricted stock unit activity, shares | |||
Nonvested, shares, beginning balance | 11,575 | 6,984 | 429 |
Granted, shares | 8,961 | 6,108 | 6,873 |
Vested, shares | (3,464) | (1,138) | (192) |
Forfeited, shares | (984) | (379) | (126) |
Nonvested, shares, ending balance | 16,088 | 11,575 | 6,984 |
Nonvested restricted stock unit activity, grant date fair value | |||
Nonvested, grant date fair value, beginning | $ 3.47 | $ 3.58 | $ 3.25 |
Granted, grant date fair value | 3.92 | 3.38 | 3.59 |
Vested, grant date fair value | 3.44 | 3.62 | 3.27 |
Forfeited, grant date fair value | 3.52 | 3.52 | 3.61 |
Nonvested, grant date fair value, ending | $ 3.73 | $ 3.47 | $ 3.58 |
Commitments and Contingencies -
Commitments and Contingencies - Expected Contractual Cash Commitments (Details) $ in Thousands | Dec. 31, 2015USD ($) | |
Expected contractual cash commitments | ||
2,016 | $ 702,437 | [1] |
2,017 | 611,161 | [1] |
2,018 | 579,079 | [1] |
2,019 | 546,234 | [1] |
2,020 | 1,982,855 | [1] |
Thereafter | 5,263,206 | [1] |
Total | 9,684,972 | [1] |
Debt obligations [Member] | ||
Expected contractual cash commitments | ||
2,016 | 4,764 | |
2,017 | 3,840 | |
2,018 | 2,810 | |
2,019 | 1,478 | |
2,020 | 1,490,000 | |
Thereafter | 4,000,000 | |
Total | 5,502,892 | |
Cash interest payments [Member] | ||
Expected contractual cash commitments | ||
2,016 | 294,797 | |
2,017 | 294,651 | |
2,018 | 294,543 | |
2,019 | 294,467 | |
2,020 | 278,147 | |
Thereafter | 736,188 | |
Total | 2,192,793 | |
Satellite and transmission [Member] | ||
Expected contractual cash commitments | ||
2,016 | 10,814 | |
2,017 | 3,166 | |
2,018 | 4,171 | |
2,019 | 4,161 | |
2,020 | 3,858 | |
Thereafter | 8,972 | |
Total | 35,142 | |
Programming and content [Member] | ||
Expected contractual cash commitments | ||
2,016 | 246,899 | |
2,017 | 225,519 | |
2,018 | 204,569 | |
2,019 | 187,644 | |
2,020 | 163,332 | |
Thereafter | 298,650 | |
Total | 1,326,613 | |
Marketing and distribution [Member] | ||
Expected contractual cash commitments | ||
2,016 | 19,969 | |
2,017 | 13,282 | |
2,018 | 12,379 | |
2,019 | 10,108 | |
2,020 | 4,646 | |
Thereafter | 4,600 | |
Total | 64,984 | |
Satellite incentive payments [Member] | ||
Expected contractual cash commitments | ||
2,016 | 11,780 | |
2,017 | 13,296 | |
2,018 | 14,302 | |
2,019 | 10,652 | |
2,020 | 7,918 | |
Thereafter | 35,609 | |
Total | 93,557 | |
Operating lease obligations [Member] | ||
Expected contractual cash commitments | ||
2,016 | 44,749 | |
2,017 | 42,978 | |
2,018 | 41,619 | |
2,019 | 37,165 | |
2,020 | 34,594 | |
Thereafter | 179,147 | |
Total | 380,252 | |
Other [Member] | ||
Expected contractual cash commitments | ||
2,016 | 68,665 | |
2,017 | 14,429 | |
2,018 | 4,686 | |
2,019 | 559 | |
2,020 | 360 | |
Thereafter | 40 | |
Total | $ 88,739 | |
[1] | The table does not include our reserve for uncertain tax positions, which at December 31, 2015 totaled $3,525, as the specific timing of any cash payments cannot be projected with reasonable certainty. |
Commitments and Contingencies79
Commitments and Contingencies - Expected Contractual Cash Commitments (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Expected contractual cash commitments | ||
Reserve for uncertain tax positions | $ 3,525 | $ 1,432 |
Commitments and Contingencies80
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Aug. 31, 2013USD ($) | Dec. 31, 2015USD ($)$ / Violation | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Loss Contingencies [Line Items] | ||||||
Agreement term to repurchase certain products shipped to distributor from date of shipment (after 90 days) | 90 days | |||||
Operating leases, rent expense | $ 47,679,000 | $ 45,107,000 | $ 39,228,000 | |||
Telephone Consumer Protection Act Suits [Member] | Pending Litigation [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Statutory damages sought per violation | $ / Violation | 500 | |||||
Pre-1972 Recording Matters [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Settlement of lawsuit | $ 210,000,000 | |||||
Payment of settlement of lawsuit | $ 210,000,000 | |||||
Percentage of record companies included in settlements | 85.00% | |||||
Pre-1972 Recording Matters [Member] | Prepaid Expenses and Other Current Assets [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Litigation settlement asset | $ 39,808,000 | |||||
Pre-1972 Recording Matters [Member] | Other Long-Term Assets [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Litigation settlement asset | $ 43,442,000 | |||||
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 | $ / Violation | 1,500 | |||||
Maximum [Member] | Sound Exchange, Inc | Pending Litigation [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Compensatory damages sought | $ 100,000,000 | |||||
Minimum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Operating lease obligations, term | 1 year | |||||
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 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax provision, current | $ 0 | $ 0 | $ 0 |
Operating loss carryforwards, exclusive of excess share-based compensation deductions | 3,762,205 | ||
Deferred tax assets, valuation allowance, excess share-based compensation deductions | 827,150 | ||
Operating loss carryforwards, per tax return | 4,589,355 | ||
Valuation allowance | 49,095 | 4,995 | |
Increase (decrease) in valuation allowance | 44,392 | ||
Unrecognized tax benefits | 253,277 | 1,432 | $ 1,432 |
Unrecognized tax benefits that would impact effective tax rate | 183,974 | ||
Unrecognized tax benefits, increase resulting from interest | 89 | 55 | |
Uncertain tax positions are recognized in other long-term liabilities | $ 3,525 | $ 1,432 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current taxes: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | (15,916) | (7,743) | (5,359) |
Foreign | (825) | (2,341) | 5,269 |
Total current taxes | (16,741) | (10,084) | (90) |
Deferred taxes: | |||
Federal | (318,933) | (302,350) | (211,044) |
State | (46,566) | (25,111) | (48,743) |
Total deferred taxes | (365,499) | (327,461) | (259,787) |
Total income tax expense | $ (382,240) | $ (337,545) | $ (259,877) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Federal tax expense, at statutory rate | $ (312,188) | $ (290,775) | $ (222,982) |
State income tax expense, net of federal benefit | (26,018) | (32,067) | (19,031) |
State rate changes | 608 | 5,334 | (8,666) |
Non-deductible expenses | (1,106) | (13,914) | (9,545) |
Change in valuation allowance | (44,100) | 2,836 | 4,228 |
Other, net | 564 | (8,959) | (3,881) |
Total income tax expense | $ (382,240) | $ (337,545) | $ (259,877) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 1,447,159 | $ 1,818,719 |
Deferred revenue | 730,239 | 691,323 |
Accrued bonus | 31,458 | 28,170 |
Expensed costs capitalized for tax | 19,584 | 19,624 |
Investments | 46,857 | 46,751 |
Stock based compensation | 66,030 | 79,296 |
Other | 37,226 | 38,365 |
Total deferred tax assets | 2,378,553 | 2,722,248 |
Deferred tax liabilities: | ||
Depreciation of property and equipment | (250,821) | (237,971) |
FCC license | (779,145) | (789,857) |
Other intangible assets | (190,442) | (213,086) |
Total deferred tax liabilities | (1,220,408) | (1,240,914) |
Net deferred tax assets before valuation allowance | 1,158,145 | 1,481,334 |
Valuation allowance | (49,095) | (4,995) |
Total net deferred tax asset | $ 1,109,050 | $ 1,476,339 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Changes in uncertain income tax positions | ||
Balance, beginning of year | $ 1,432 | $ 1,432 |
Increases in tax positions for prior years | 251,845 | 0 |
Balance, end of year | $ 253,277 | $ 1,432 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 29, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Subsequent Event [Line Items] | ||||
Common stock repurchased, value | $ 2,015,947 | $ 2,472,645 | $ 1,764,969 | |
Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock repurchased, value | $ 0 | $ 0 | $ 0 | |
Subsequent Event [Member] | Common Stock [Member] | Open Market And Privately Negotiated Repurchases [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock repurchased (in shares) | 51,883 | |||
Common stock repurchased, value | $ 194,127 |
Quarterly Financial Data -- U87
Quarterly Financial Data -- Unaudited (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||
Total revenue | $ 1,196,146 | $ 1,169,712 | $ 1,123,210 | $ 1,080,990 | $ 1,090,952 | $ 1,057,087 | $ 1,035,345 | $ 997,711 | $ 4,570,058 | $ 4,181,095 | $ 3,799,095 | ||||
Cost of services | (470,523) | (440,808) | (525,463) | (406,370) | (421,098) | (403,519) | (393,185) | (390,534) | |||||||
Income from operations | 293,869 | 351,584 | 219,429 | 313,806 | 293,657 | 294,028 | 284,578 | 247,407 | 1,178,688 | 1,119,670 | 1,044,553 | ||||
Net income | $ 134,633 | $ 166,550 | $ 102,849 | $ 105,692 | $ 143,122 | $ 136,170 | $ 119,961 | $ 93,988 | $ 509,724 | $ 493,241 | $ 377,215 | ||||
Net income per common share--basic (in dollars per share) | $ 0.03 | $ 0.03 | $ 0.02 | $ 0.02 | $ 0.03 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.09 | $ 0.09 | $ 0.06 | ||||
Net income per common share--diluted (in dollars per share) | $ 0.03 | $ 0.03 | $ 0.02 | $ 0.02 | $ 0.03 | [1] | $ 0.02 | [1] | $ 0.02 | [1] | $ 0.02 | [1] | $ 0.09 | $ 0.08 | $ 0.06 |
[1] | The sum of quarterly net income per share applicable to common stockholders (diluted) does not necessarily agree to the net income per share for the year due to the timing of common stock issuances |
Schedule II - Schedule of Val88
Schedule II - Schedule of Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for doubtful accounts [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance January 1, | $ 7,815 | $ 9,078 | $ 11,711 |
Charged to Expenses (Benefit) | 47,187 | 44,961 | 39,016 |
Write-offs/ Payments/ Other | (48,884) | (46,224) | (41,649) |
Balance December 31, | 6,118 | 7,815 | 9,078 |
Deferred tax assets—valuation allowance [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance January 1, | 4,995 | 7,831 | 9,835 |
Charged to Expenses (Benefit) | 44,100 | (2,836) | (4,228) |
Write-offs/ Payments/ Other | 0 | 0 | 2,224 |
Balance December 31, | 49,095 | 4,995 | 7,831 |
Allowance for obsolescence [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance January 1, | 10,724 | 14,218 | 16,159 |
Charged to Expenses (Benefit) | (34) | (335) | (773) |
Write-offs/ Payments/ Other | (741) | (3,159) | (1,168) |
Balance December 31, | $ 9,949 | $ 10,724 | $ 14,218 |