Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Jan. 31, 2014 | Jun. 30, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'SIRIUS XM HOLDINGS INC. | ' | ' |
Entity Central Index Key | '0000908937 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
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 | ' | 6,097,317,573 | ' |
Entity Public Float | ' | ' | $9,917,422,172 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue: | ' | ' | ' |
Subscriber revenue | $3,284,660 | $2,962,665 | $2,595,414 |
Advertising revenue | 89,288 | 82,320 | 73,672 |
Equipment revenue | 80,573 | 73,456 | 71,051 |
Other revenue | 344,574 | 283,599 | 274,387 |
Total revenue | 3,799,095 | 3,402,040 | 3,014,524 |
Cost of services: | ' | ' | ' |
Revenue share and royalties | 677,642 | 551,012 | 471,149 |
Programming and content | 290,323 | 278,997 | 281,234 |
Customer service and billing | 320,755 | 294,980 | 259,719 |
Satellite and transmission | 79,292 | 72,615 | 75,902 |
Cost of equipment | 26,478 | 31,766 | 33,095 |
Subscriber acquisition costs | 495,610 | 474,697 | 434,482 |
Sales and marketing | 291,024 | 248,905 | 222,773 |
Engineering, design and development | 57,969 | 48,843 | 53,435 |
General and administrative | 262,135 | 261,905 | 238,738 |
Depreciation and amortization | 253,314 | 266,295 | 267,880 |
Total operating expenses | 2,754,542 | 2,530,015 | 2,338,407 |
Income from operations | 1,044,553 | 872,025 | 676,117 |
Other income (expense): | ' | ' | ' |
Interest expense, net of amounts capitalized | -204,671 | -265,321 | -304,938 |
Loss on extinguishment of debt and credit facilities, net | -190,577 | -132,726 | -7,206 |
Interest and investment income | 6,976 | 716 | 73,970 |
Loss on change in value of derivatives | -20,393 | 0 | 0 |
Other income (loss) | 1,204 | -226 | 3,252 |
Total other expense | -407,461 | -397,557 | -234,922 |
Income before income taxes | 637,092 | 474,468 | 441,195 |
Income tax (expense) benefit | -259,877 | 2,998,234 | -14,234 |
Net income (loss) | 377,215 | 3,472,702 | 426,961 |
Realized loss on XM Canada investment foreign currency translation adjustment | 0 | 0 | 6,072 |
Foreign currency translation adjustment, net of tax | -428 | 49 | -140 |
Total comprehensive income (loss) | 376,787 | 3,472,751 | 432,893 |
Net income per common share: | ' | ' | ' |
Basic (in dollars per share) | $0.06 | $0.55 | $0.07 |
Diluted (in dollars per share) | $0.06 | $0.51 | $0.07 |
Weighted average common shares outstanding: | ' | ' | ' |
Basic (in shares) | 6,227,646 | 4,209,073 | 3,744,606 |
Diluted (in shares) | 6,384,791 | 6,873,786 | 6,500,822 |
Sirius XM Radio Inc. | ' | ' | ' |
Revenue: | ' | ' | ' |
Subscriber revenue | 3,284,660 | 2,962,665 | 2,595,414 |
Advertising revenue | 89,288 | 82,320 | 73,672 |
Equipment revenue | 80,573 | 73,456 | 71,051 |
Other revenue | 344,574 | 283,599 | 274,387 |
Total revenue | 3,799,095 | 3,402,040 | 3,014,524 |
Cost of services: | ' | ' | ' |
Revenue share and royalties | 677,642 | 551,012 | 471,149 |
Programming and content | 290,323 | 278,997 | 281,234 |
Customer service and billing | 320,755 | 294,980 | 259,719 |
Satellite and transmission | 79,292 | 72,615 | 75,902 |
Cost of equipment | 26,478 | 31,766 | 33,095 |
Subscriber acquisition costs | 495,610 | 474,697 | 434,482 |
Sales and marketing | 291,024 | 248,905 | 222,773 |
Engineering, design and development | 57,969 | 48,843 | 53,435 |
General and administrative | 262,135 | 261,905 | 238,738 |
Depreciation and amortization | 253,314 | 266,295 | 267,880 |
Total operating expenses | 2,754,542 | 2,530,015 | 2,338,407 |
Income from operations | 1,044,553 | 872,025 | 676,117 |
Other income (expense): | ' | ' | ' |
Interest expense, net of amounts capitalized | -204,671 | -265,321 | -304,938 |
Loss on extinguishment of debt and credit facilities, net | -190,577 | -132,726 | -7,206 |
Interest and investment income | 6,976 | 716 | 73,970 |
Loss on fair value of debt and equity instruments | -464,102 | 0 | 0 |
Other income (loss) | 1,204 | -226 | 3,252 |
Total other expense | -851,170 | -397,557 | -234,922 |
Income before income taxes | 193,383 | 474,468 | 441,195 |
Income tax (expense) benefit | -259,877 | 2,998,234 | -14,234 |
Net income (loss) | -66,494 | 3,472,702 | 426,961 |
Realized loss on XM Canada investment foreign currency translation adjustment | 0 | 0 | 6,072 |
Foreign currency translation adjustment, net of tax | -428 | 49 | -140 |
Total comprehensive income (loss) | ($66,922) | $3,472,751 | $432,893 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | |||
Current assets: | ' | ' | |
Cash and cash equivalents | $134,805 | $520,945 | |
Accounts receivable, net | 103,937 | 106,142 | |
Receivables from distributors | 88,975 | 104,425 | |
Inventory, net | 13,863 | 25,337 | |
Prepaid expenses | 110,530 | 122,157 | |
Related party current assets | 9,145 | 13,167 | |
Deferred tax asset | 937,598 | 923,972 | |
Other current assets | 20,160 | 12,037 | |
Total current assets | 1,419,013 | 1,828,182 | |
Property and equipment, net | 1,594,574 | 1,571,922 | |
Long-term restricted investments | 5,718 | 3,999 | |
Deferred financing fees, net | 12,604 | 38,677 | |
Intangible assets, net | 2,700,062 | 2,519,610 | |
Goodwill | 2,204,553 | 1,815,365 | |
Related party long-term assets | 30,164 | 44,954 | |
Long-term deferred tax asset | 868,057 | 1,219,256 | |
Other long-term assets | 10,035 | 12,878 | |
Total assets | 8,844,780 | 9,054,843 | |
Current liabilities: | ' | ' | |
Accounts payable and accrued expenses | 578,333 | 587,652 | |
Accrued interest | 42,085 | 33,954 | |
Current portion of deferred revenue | 1,586,611 | 1,474,138 | |
Current portion of deferred credit on executory contracts | 3,781 | 207,854 | |
Current maturities of long-term debt | 496,815 | 4,234 | |
Current maturities of long-term related party debt | 10,959 | 0 | |
Related party current liabilities | 20,320 | 6,756 | |
Total current liabilities | 2,738,904 | 2,314,588 | |
Deferred revenue | 149,026 | 159,501 | |
Deferred credit on executory contracts | 1,394 | 5,175 | |
Long-term debt | 3,093,821 | 2,222,080 | [1] |
Long-term related party debt | 0 | 208,906 | [1] |
Related party long-term liabilities | 16,337 | 18,966 | |
Other long-term liabilities | 99,556 | 86,062 | |
Total liabilities | 6,099,038 | 5,015,278 | |
Commitments and contingencies (Note 16) | ' | ' | |
Stockholders’ equity: | ' | ' | |
Common stock | 6,096 | 5,263 | |
Accumulated other comprehensive (loss) income, net of tax | -308 | 120 | |
Additional paid-in capital | 8,674,129 | 10,345,566 | |
Accumulated deficit | -5,934,175 | -6,311,390 | |
Total stockholders’ equity | 2,745,742 | 4,039,565 | |
Total liabilities and stockholders’ equity | 8,844,780 | 9,054,843 | |
Convertible Perpetual Preferred Stock, Series B-1 | ' | ' | |
Stockholders’ equity: | ' | ' | |
Convertible perpetual preferred stock, series B-1, par value $0.001 (liquidation preference of $0.001 per share); 50,000,000 authorized and 0 and 6,250,100 shares issued and outstanding at December 31, 2013 and 2012, respectively | 0 | 6 | |
Total stockholders’ equity | 0 | 6 | |
Sirius XM Radio Inc. | ' | ' | |
Current assets: | ' | ' | |
Cash and cash equivalents | 134,805 | 520,945 | |
Accounts receivable, net | 103,937 | 106,142 | |
Receivables from distributors | 88,975 | 104,425 | |
Inventory, net | 13,863 | 25,337 | |
Prepaid expenses | 110,530 | 122,157 | |
Related party current assets | 15,861 | 13,167 | |
Deferred tax asset | 937,598 | 923,972 | |
Other current assets | 20,160 | 12,037 | |
Total current assets | 1,425,729 | 1,828,182 | |
Property and equipment, net | 1,594,574 | 1,571,922 | |
Long-term restricted investments | 5,718 | 3,999 | |
Deferred financing fees, net | 12,604 | 38,677 | |
Intangible assets, net | 2,700,062 | 2,519,610 | |
Goodwill | 2,204,553 | 1,815,365 | |
Related party long-term assets | 30,164 | 44,954 | |
Long-term deferred tax asset | 868,057 | 1,219,256 | |
Other long-term assets | 10,035 | 12,878 | |
Total assets | 8,851,496 | 9,054,843 | |
Current liabilities: | ' | ' | |
Accounts payable and accrued expenses | 578,332 | 587,652 | |
Accrued interest | 42,085 | 33,954 | |
Current portion of deferred revenue | 1,586,611 | 1,474,138 | |
Current portion of deferred credit on executory contracts | 3,781 | 207,854 | |
Current maturities of long-term debt | 963,630 | 4,234 | |
Current maturities of long-term related party debt | 10,959 | 0 | |
Related party current liabilities | 4,618 | 6,756 | |
Total current liabilities | 3,190,016 | 2,314,588 | |
Deferred revenue | 149,026 | 159,501 | |
Deferred credit on executory contracts | 1,394 | 5,175 | |
Long-term debt | 3,093,821 | 2,222,080 | |
Long-term related party debt | 0 | 208,906 | |
Related party long-term liabilities | 16,337 | 18,966 | |
Other long-term liabilities | 99,556 | 86,062 | |
Total liabilities | 6,550,150 | 5,015,278 | |
Commitments and contingencies (Note 16) | ' | ' | |
Stockholders’ equity: | ' | ' | |
Common stock | 0 | 5,263 | |
Accumulated other comprehensive (loss) income, net of tax | -308 | 120 | |
Additional paid-in capital | 8,679,538 | 10,345,566 | |
Accumulated deficit | -6,377,884 | -6,311,390 | |
Total stockholders’ equity | 2,301,346 | 4,039,565 | |
Total liabilities and stockholders’ equity | 8,851,496 | 9,054,843 | |
Sirius XM Radio Inc. | Convertible Perpetual Preferred Stock, Series B-1 | ' | ' | |
Stockholders’ equity: | ' | ' | |
Convertible perpetual preferred stock, series B-1, par value $0.001 (liquidation preference of $0.001 per share); 50,000,000 authorized and 0 and 6,250,100 shares issued and outstanding at December 31, 2013 and 2012, respectively | 0 | 6 | |
Total stockholders’ equity | $0 | $6 | |
[1] | During the year ended December 31, 2012, we purchased $257,000 of our then outstanding 9.75% Senior Secured Notes due 2015 (the "9.75% Notes") for an aggregate purchase price, including interest, of $281,698. We recognized an aggregate loss on the extinguishment of the 9.75% Notes of $22,184 during the year ended December 31, 2012, consisting primarily of unamortized discount, deferred financing fees and repayment premium, to Loss on extinguishment of debt and credit facilities, net. During the year ended December 31, 2012, we purchased $778,500 of our then outstanding 13% Senior Notes due 2013 (the "13% Notes") for an aggregate purchase price, including interest, of $879,133. We recognized an aggregate loss on the extinguishment of these 13% Notes of $110,542 during the year ended December 31, 2012, consisting primarily of unamortized discount, deferred financing fees and repayment premium, to Loss on extinguishment of debt and credit facilities, net. |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 9,000,000,000 | 9,000,000,000 |
Common stock, shares issued (in shares) | 6,096,220,526 | 5,262,440,085 |
Common stock, shares outstanding (in shares) | 6,096,220,526 | 5,262,440,085 |
Convertible Perpetual Preferred Stock, Series B-1 | ' | ' |
Preferred stock, liquidation preference (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 6,250,100 |
Preferred stock, shares outstanding (in shares) | 0 | 6,250,100 |
Sirius XM Radio Inc. | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 1,000 | 9,000,000,000 |
Common stock, shares issued (in shares) | 1,000 | 5,262,440,085 |
Common stock, shares outstanding (in shares) | 1,000 | 5,262,440,085 |
Sirius XM Radio Inc. | Convertible Perpetual Preferred Stock, Series B-1 | ' | ' |
Preferred stock, liquidation preference (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 0 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 6,250,100 |
Preferred stock, shares outstanding (in shares) | 0 | 6,250,100 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (USD $) | Total | Common Stock | Accumulated Other Comprehensive Income (Loss) | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Convertible Perpetual Preferred Stock, Series B-1 | Sirius XM Radio Inc. | Sirius XM Radio Inc. | Sirius XM Radio Inc. | Sirius XM Radio Inc. | Sirius XM Radio Inc. | Sirius XM Radio Inc. | Sirius XM Radio Inc. |
In Thousands, except Share data, unless otherwise specified | Common Stock | Accumulated Other Comprehensive Income (Loss) | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Convertible Perpetual Preferred Stock, Series B-1 | ||||||||
Beginning balance at Dec. 31, 2010 | $207,636 | $3,933 | ($5,861) | $10,420,604 | $0 | ($10,211,053) | $13 | $207,636 | $3,933 | ($5,861) | $10,420,604 | $0 | ($10,211,053) | $13 |
Beginning balance (in shares) at Dec. 31, 2010 | ' | 3,933,195,112 | ' | ' | 0 | ' | 12,500,000 | ' | 3,933,195,112 | ' | ' | 0 | ' | 12,500,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Comprehensive income, net of tax | 432,893 | ' | 5,932 | ' | ' | 426,961 | ' | 432,893 | ' | 5,932 | ' | ' | 426,961 | ' |
Issuance of common stock to employees and employee benefit plans, net of forfeitures | 3,482 | 2 | ' | 3,480 | ' | ' | ' | 3,482 | 2 | ' | 3,480 | ' | ' | ' |
Issuance of common stock to employees and employee benefit plans, net of forfeitures (in shares) | ' | 1,882,801 | ' | ' | ' | ' | ' | ' | 1,882,801 | ' | ' | ' | ' | ' |
Share-based payment expense | 48,581 | ' | ' | 48,581 | ' | ' | ' | 48,581 | ' | ' | 48,581 | ' | ' | ' |
Exercise of options and vesting of restricted stock units | 11,553 | 13 | ' | 11,540 | ' | ' | ' | 11,553 | 13 | ' | 11,540 | ' | ' | ' |
Exercise of stock options and vesting of restricted stock units (in shares) | ' | 13,401,048 | ' | ' | ' | ' | ' | ' | 13,401,048 | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of warrants (in shares) | ' | 7,122,951 | ' | ' | ' | ' | ' | ' | 7,122,951 | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of warrants | 0 | 7 | ' | -7 | ' | ' | ' | 0 | 7 | ' | -7 | ' | ' | ' |
Return of shares under share borrow agreements (in shares) | ' | -202,399,983 | ' | ' | ' | ' | ' | ' | -202,399,983 | ' | ' | ' | ' | ' |
Return of shares under share borrow agreements | 0 | -202 | ' | 202 | ' | ' | ' | 0 | -202 | ' | 202 | ' | ' | ' |
Ending balance at Dec. 31, 2011 | 704,145 | 3,753 | 71 | 10,484,400 | 0 | -9,784,092 | 13 | 704,145 | 3,753 | 71 | 10,484,400 | 0 | -9,784,092 | 13 |
Ending balance (in shares) at Dec. 31, 2011 | ' | 3,753,201,929 | ' | ' | 0 | ' | 12,500,000 | ' | 3,753,201,929 | ' | ' | 0 | ' | 12,500,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Comprehensive income, net of tax | 3,472,751 | ' | 49 | ' | ' | 3,472,702 | ' | 3,472,751 | ' | 49 | ' | ' | 3,472,702 | ' |
Issuance of common stock to employees and employee benefit plans, net of forfeitures | 3,523 | 2 | ' | 3,521 | ' | ' | ' | 3,523 | 2 | ' | 3,521 | ' | ' | ' |
Issuance of common stock to employees and employee benefit plans, net of forfeitures (in shares) | ' | 1,571,175 | ' | ' | ' | ' | ' | ' | 1,571,175 | ' | ' | ' | ' | ' |
Share-based payment expense | 60,299 | ' | ' | 60,299 | ' | ' | ' | 60,299 | ' | ' | 60,299 | ' | ' | ' |
Exercise of options and vesting of restricted stock units | 125,909 | 214 | ' | 125,695 | ' | ' | ' | 125,909 | 214 | ' | 125,695 | ' | ' | ' |
Exercise of stock options and vesting of restricted stock units (in shares) | ' | 214,199,297 | ' | ' | ' | ' | ' | ' | 214,199,297 | ' | ' | ' | ' | ' |
Cash dividends paid on common shares ($0.05) | -262,387 | ' | ' | -262,387 | ' | ' | ' | -262,387 | ' | ' | -262,387 | ' | ' | ' |
Cash dividends paid on preferred shares on as-converted basis | -64,675 | ' | ' | -64,675 | ' | ' | ' | -64,675 | ' | ' | -64,675 | ' | ' | ' |
Conversion of preferred stock to common stock | 0 | 1,294 | ' | -1,287 | ' | ' | -7 | 0 | 1,294 | ' | -1,287 | ' | ' | -7 |
Conversion of preferred stock to common stock (in shares) | ' | -1,293,467,684 | ' | ' | ' | ' | -6,249,900 | ' | -1,293,467,684 | ' | ' | ' | ' | -6,249,900 |
Ending balance at Dec. 31, 2012 | 4,039,565 | 5,263 | 120 | 10,345,566 | 0 | -6,311,390 | 6 | 4,039,565 | 5,263 | 120 | 10,345,566 | 0 | -6,311,390 | 6 |
Ending balance (in shares) at Dec. 31, 2012 | ' | 5,262,440,085 | ' | ' | 0 | ' | 6,250,100 | ' | 5,262,440,085 | ' | ' | 0 | ' | 6,250,100 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Comprehensive income, net of tax | 376,787 | ' | -428 | ' | ' | 377,215 | ' | -66,922 | ' | -428 | ' | ' | -66,494 | ' |
Share-based payment expense | 68,876 | ' | ' | 68,876 | ' | ' | ' | 58,903 | ' | ' | 58,903 | ' | ' | ' |
Exercise of options and vesting of restricted stock units | 19,428 | 32 | ' | 19,396 | ' | ' | ' | 19,277 | 28 | ' | 19,249 | ' | ' | ' |
Exercise of stock options and vesting of restricted stock units (in shares) | ' | 32,841,381 | ' | ' | ' | ' | ' | ' | 29,157,786 | ' | ' | ' | ' | ' |
Minimum withholding taxes on net share settlement of stock-based compensation | -46,342 | ' | ' | -46,342 | ' | ' | ' | -31,941 | ' | ' | -31,941 | ' | ' | ' |
Conversion of preferred stock to common stock | 0 | 1,293 | ' | -1,287 | ' | ' | -6 | 0 | 1,293 | ' | -1,287 | ' | ' | -6 |
Conversion of preferred stock to common stock (in shares) | ' | -1,293,509,076 | ' | ' | ' | ' | -6,250,100 | ' | -1,293,509,076 | ' | ' | ' | ' | -6,250,100 |
Conversion of Exchangeable Notes to common stock | 45,097 | 28 | ' | 45,069 | ' | ' | ' | 45,097 | 28 | ' | 45,069 | ' | ' | ' |
Conversion of Exchangeable Notes to common stock (in shares) | ' | 27,687,850 | ' | ' | ' | ' | ' | ' | 27,687,850 | ' | ' | ' | ' | ' |
Common stock repurchased | -1,764,969 | ' | ' | ' | -1,764,969 | ' | ' | -1,764,969 | ' | ' | ' | -1,764,969 | ' | ' |
Common stock repurchased (in shares) | ' | ' | ' | ' | 520,257,866 | ' | ' | ' | ' | ' | ' | 520,257,866 | ' | ' |
Common stock retired | 0 | -520 | ' | -1,764,449 | 1,764,969 | ' | ' | 0 | -520 | ' | -1,764,449 | 1,764,969 | ' | ' |
Common stock retired (in shares) | ' | -520,257,866 | ' | ' | -520,257,866 | ' | ' | ' | -520,257,866 | ' | ' | -520,257,866 | ' | ' |
Transfer of common stock to Sirius XM Holdings Inc. (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | -6,092,536,931 | ' | ' | ' | ' | ' |
Transfer of common stock to Sirius XM Holdings Inc. | ' | ' | ' | ' | ' | ' | ' | 0 | -6,092 | ' | 6,092 | ' | ' | ' |
Transfer of forward contract to Sirius XM Holdings Inc. | ' | ' | ' | ' | ' | ' | ' | -4,964 | ' | ' | -4,964 | ' | ' | ' |
Initial fair value of forward contract | 7,300 | ' | ' | 7,300 | ' | ' | ' | 7,300 | ' | ' | 7,300 | ' | ' | ' |
Common stock issued by Sirius XM Radio Inc. to Sirius XM Holdings Inc. (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' |
Ending balance at Dec. 31, 2013 | $2,745,742 | $6,096 | ($308) | $8,674,129 | $0 | ($5,934,175) | $0 | $2,301,346 | $0 | ($308) | $8,679,538 | $0 | ($6,377,884) | $0 |
Ending balance (in shares) at Dec. 31, 2013 | ' | 6,096,220,526 | ' | ' | 0 | ' | 0 | ' | 1,000 | ' | ' | 0 | ' | 0 |
Consolidated_Statement_of_Stoc1
Consolidated Statement of Stockholders' Equity (Parenthetical) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Cash dividends paid on common shares | $0.05 |
Sirius XM Radio Inc. | ' |
Cash dividends paid on common shares | $0.05 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash flows from operating activities: | ' | ' | ' |
Net income | $377,215 | $3,472,702 | $426,961 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 253,314 | 266,295 | 267,880 |
Non-cash interest expense, net of amortization of premium | 21,698 | 35,924 | 39,515 |
Provision for doubtful accounts | 39,016 | 34,548 | 33,164 |
Amortization of deferred income related to equity method investment | -2,776 | -2,776 | -2,776 |
Loss on extinguishment of debt and credit facilities, net | 190,577 | 132,726 | 7,206 |
Gain on merger of unconsolidated entities | 0 | 0 | -75,768 |
(Gain) loss on unconsolidated entity investments, net | -5,865 | 420 | 6,520 |
Dividend received from unconsolidated entity investment | 22,065 | 1,185 | 0 |
Loss on disposal of assets | 351 | 657 | 269 |
Loss on change in value of derivative | 20,393 | 0 | 0 |
Share-based payment expense | 68,876 | 63,822 | 53,190 |
Deferred income taxes | 259,787 | -3,001,818 | 8,264 |
Other non-cash purchase price adjustments | -207,854 | -289,050 | -275,338 |
Distribution from investment in unconsolidated entity | 0 | 0 | 4,849 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable | -36,189 | -38,985 | -13,211 |
Receivables from distributors | 20,944 | -19,608 | -17,241 |
Inventory | 11,474 | 11,374 | -14,793 |
Related party assets | 2,031 | 9,523 | 30,036 |
Prepaid expenses and other current assets | 16,788 | 647 | 8,525 |
Other long-term assets | 2,973 | 22,779 | 36,490 |
Accounts payable and accrued expenses | -44,009 | 46,043 | -32,010 |
Accrued interest | 8,131 | -36,451 | -2,048 |
Deferred revenue | 73,593 | 101,311 | 55,336 |
Related party liabilities | -1,991 | -7,545 | -1,542 |
Other long-term liabilities | 12,290 | 3,042 | 152 |
Net cash provided by operating activities | 1,102,832 | 806,765 | 543,630 |
Cash flows from investing activities: | ' | ' | ' |
Additions to property and equipment | -173,617 | -97,293 | -137,429 |
Purchases of restricted and other investments | -1,719 | -26 | -826 |
Acquisition of business, net of cash acquired | -525,352 | 0 | 0 |
Release of restricted investments | 0 | 0 | 250 |
Return of capital from investment in unconsolidated entity | 0 | 0 | 10,117 |
Net cash used in investing activities | -700,688 | -97,319 | -127,888 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from exercise of stock options | 21,968 | 123,369 | 11,553 |
Taxes paid in lieu of shares issued for stock-based compensation | -46,342 | 0 | 0 |
Proceeds from long-term borrowings and revolving credit facility, net of costs | 3,156,063 | 383,641 | 0 |
Payment of premiums on redemption of debt | -175,453 | -100,615 | -5,020 |
Repayment of long-term borrowings and revolving credit facility | -1,782,160 | -915,824 | -234,976 |
Repayment of related party long-term borrowings | -200,000 | -126,000 | 0 |
Common stock repurchased and retired | -1,762,360 | 0 | 0 |
Dividends paid | 0 | -327,062 | 0 |
Net cash used in financing activities | -788,284 | -962,491 | -228,443 |
Net (decrease) increase in cash and cash equivalents | -386,140 | -253,045 | 187,299 |
Cash and cash equivalents at beginning of period | 520,945 | 773,990 | 586,691 |
Cash and cash equivalents at end of period | 134,805 | 520,945 | 773,990 |
Cash paid during the period for: | ' | ' | ' |
Interest, net of amounts capitalized | 169,781 | 262,039 | 258,676 |
Income taxes paid | 2,783 | 4,935 | 0 |
Acquisition related costs | 2,902 | 0 | 0 |
Non-cash investing and financing activities: | ' | ' | ' |
Capital lease obligations incurred to acquire assets | 11,966 | 12,781 | 0 |
Conversion of Series B preferred stock to common stock | 1,293 | 1,294 | 0 |
Common stock issuance upon exercise of warrants | 0 | 0 | 7 |
Conversion of 7% Exchangeable Notes to common stock, net of debt issuance and deferred financing costs | 45,097 | 0 | 0 |
Performance incentive payments | 16,900 | 0 | 0 |
Goodwill reduced for the exercise and vesting of certain stock awards | 274 | 19,491 | 0 |
Sirius XM Radio Inc. | ' | ' | ' |
Cash flows from operating activities: | ' | ' | ' |
Net income | -66,494 | 3,472,702 | 426,961 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 253,314 | 266,295 | 267,880 |
Non-cash interest expense, net of amortization of premium | 21,698 | 35,924 | 39,515 |
Provision for doubtful accounts | 39,016 | 34,548 | 33,164 |
Amortization of deferred income related to equity method investment | -2,776 | -2,776 | -2,776 |
Loss on extinguishment of debt and credit facilities, net | 190,577 | 132,726 | 7,206 |
Gain on merger of unconsolidated entities | 0 | 0 | -75,768 |
(Gain) loss on unconsolidated entity investments, net | -5,865 | 420 | 6,520 |
Dividend received from unconsolidated entity investment | 22,065 | 1,185 | 0 |
Loss on disposal of assets | 351 | 657 | 269 |
Loss on fair value of debt and equity instruments | 464,102 | 0 | 0 |
Share-based payment expense | 58,903 | 63,822 | 53,190 |
Deferred income taxes | 259,787 | -3,001,818 | 8,264 |
Other non-cash purchase price adjustments | -207,854 | -289,050 | -275,338 |
Distribution from investment in unconsolidated entity | 0 | 0 | 4,849 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable | -36,189 | -38,985 | -13,211 |
Receivables from distributors | 20,944 | -19,608 | -17,241 |
Inventory | 11,474 | 11,374 | -14,793 |
Related party assets | -2,246 | 9,523 | 30,036 |
Prepaid expenses and other current assets | 16,788 | 647 | 8,525 |
Other long-term assets | 2,973 | 22,779 | 36,490 |
Accounts payable and accrued expenses | -44,009 | 46,043 | -32,010 |
Accrued interest | 8,131 | -36,451 | -2,048 |
Deferred revenue | 73,593 | 101,311 | 55,336 |
Related party liabilities | -1,991 | -7,545 | -1,542 |
Other long-term liabilities | 12,290 | 3,042 | 152 |
Net cash provided by operating activities | 1,088,582 | 806,765 | 543,630 |
Cash flows from investing activities: | ' | ' | ' |
Additions to property and equipment | -173,617 | -97,293 | -137,429 |
Purchases of restricted and other investments | -1,719 | -26 | -826 |
Acquisition of business, net of cash acquired | -525,352 | 0 | 0 |
Release of restricted investments | 0 | 0 | 250 |
Return of capital from investment in unconsolidated entity | 0 | 0 | 10,117 |
Net cash used in investing activities | -700,688 | -97,319 | -127,888 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from exercise of stock options | 21,817 | 123,369 | 11,553 |
Taxes paid in lieu of shares issued for stock-based compensation | -31,941 | 0 | 0 |
Proceeds from long-term borrowings and revolving credit facility, net of costs | 3,156,063 | 383,641 | 0 |
Payment of premiums on redemption of debt | -175,453 | -100,615 | -5,020 |
Repayment of long-term borrowings and revolving credit facility | -1,782,160 | -915,824 | -234,976 |
Repayment of related party long-term borrowings | -200,000 | -126,000 | 0 |
Common stock repurchased and retired | -1,762,360 | 0 | 0 |
Dividends paid | 0 | -327,062 | 0 |
Net cash used in financing activities | -774,034 | -962,491 | -228,443 |
Net (decrease) increase in cash and cash equivalents | -386,140 | -253,045 | 187,299 |
Cash and cash equivalents at beginning of period | 520,945 | 773,990 | 586,691 |
Cash and cash equivalents at end of period | 134,805 | 520,945 | 773,990 |
Cash paid during the period for: | ' | ' | ' |
Interest, net of amounts capitalized | 169,781 | 262,039 | 258,676 |
Income taxes paid | 2,783 | 4,935 | 0 |
Acquisition related costs | 2,902 | 0 | 0 |
Non-cash investing and financing activities: | ' | ' | ' |
Capital lease obligations incurred to acquire assets | 11,966 | 12,781 | 0 |
Conversion of Series B preferred stock to common stock | 1,293 | 1,294 | 0 |
Common stock issuance upon exercise of warrants | 0 | 0 | 7 |
Conversion of 7% Exchangeable Notes to common stock, net of debt issuance and deferred financing costs | 45,097 | 0 | 0 |
Performance incentive payments | 16,900 | 0 | 0 |
Goodwill reduced for the exercise and vesting of certain stock awards | $274 | $19,491 | $0 |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Parenthetical) (7% Exchangeable Senior Subordinated Notes due 2014 [Member]) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | ' | ' | ' |
Interest rate on instrument | 7.00% | 7.00% | 7.00% |
Business_Basis_of_Presentation
Business & Basis of Presentation | 12 Months Ended | |
Dec. 31, 2013 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
Business & Basis of Presentation | ' | |
Business & Basis of Presentation | ||
These are the notes to the financial statements of Sirius XM Holdings Inc. (“Holdings”) and Sirius XM Radio Inc. (“Sirius XM”). The terms “we,” “us,” “our,” and “our company” as used herein and unless otherwise stated or indicated by context, refer to Sirius XM Radio Inc. and its subsidiaries prior to the corporate reorganization described below and to Sirius XM Holdings Inc. and its subsidiaries after such corporate reorganization. | ||
Effective November 15, 2013, we completed a corporate reorganization. As part of the reorganization, Holdings replaced Sirius XM as our publicly held corporation and Sirius XM became a wholly-owned subsidiary of Holdings. Holdings was incorporated in the State of Delaware on May 21, 2013. Holdings has no operations independent of its subsidiary Sirius XM. | ||
Business | ||
We broadcast music, sports, entertainment, comedy, talk, news, traffic and weather channels, as well as infotainment services, in the United States on a subscription fee basis through our two proprietary satellite radio systems. Subscribers can also receive music and other channels, plus features such as SiriusXM On Demand and MySXM, over the Internet, including through applications for mobile devices. | ||
We have agreements with every major automaker (“OEMs”) to offer satellite radios in their vehicles from which we acquire a majority of our subscribers. We also acquire subscribers through marketing campaigns to owners of factory-installed satellite radios that are not currently subscribing to our services. Additionally, we distribute our satellite radios through retail locations nationwide and through our website. Satellite radio services are also offered to customers of certain daily rental car companies. | ||
Our primary source of revenue is subscription fees, with most of our customers subscribing on an annual, semi-annual, quarterly or monthly basis. We offer discounts for prepaid and longer term subscription plans as well as discounts for multiple subscriptions. We also derive revenue from activation and other fees, the sale of advertising on select non-music channels, the direct sale of satellite radios and accessories, and other ancillary services, such as our weather, traffic, data and Backseat TV services. | ||
Our satellite radios are primarily distributed through automakers; retail locations nationwide; and through our website. Satellite radio services are also offered to customers of certain rental car companies. | ||
In certain cases, automakers and dealers include a subscription to our radio services in the sale or lease price of new or previously owned vehicles. The length of these trial subscriptions varies but is typically three to twelve months. We receive subscription payments for these trials from certain automakers. We also reimburse various automakers for certain costs associated with satellite radios installed in new vehicles. | ||
We are also a leader in providing connected vehicle applications and services. Our connected vehicle services are designed to enhance the safety, security and driving experience for vehicle owners while providing marketing and operational benefits to automakers and their dealers. Subscribers to our connected vehicle services are not included in our subscriber count. | ||
Liberty Media Corporation beneficially owns, directly and indirectly, over 50% of the outstanding shares of our common stock. Liberty Media owns interests in a broad range of media, communications and entertainment businesses, including its subsidiaries, Atlanta National League Baseball Club, Inc. and TruePosition, Inc., its interests in Charter Communications, Live Nation Entertainment and Barnes & Noble, and minority equity investments in Time Warner Inc., Time Warner Cable, and Viacom. | ||
Recent Development | ||
On January 3, 2014, Holdings' Board of Directors received a non-binding letter from Liberty Media proposing a transaction pursuant to which all outstanding shares of common stock of Holdings not owned by Liberty Media would be converted into the right to receive 0.0760 of a new share of Liberty Series C common stock, which would have no voting rights. Liberty Media indicated that immediately prior to such conversion, Liberty Media intends to distribute, on a 2 to 1 basis, shares of such Series C common stock to all holders of record of Liberty Media's Series A and B common stock. Upon the completion of the proposed transaction, Liberty Media indicated that it expects that Holdings' public stockholders would own approximately 39% of Liberty Media's then-outstanding common stock. | ||
Holdings' Board of Directors has formed a Special Committee of independent directors to consider Liberty Media’s proposal. The Board of Directors has selected Joan L. Amble, James P. Holden and Eddy W. Hartenstein to serve on the Special Committee. The Special Committee is chaired by Mr. Hartenstein. | ||
The Special Committee has retained Evercore Group L.L.C. to act as its financial advisor and Weil, Gotshal & Manges LLP to act as its legal counsel to assist and advise it in connection with its evaluation of Liberty Media’s proposal. | ||
Liberty Media’s proposal noted that the transaction will be conditioned on the approval of both the Special Committee and a majority of the public stockholders of Holdings, other than Liberty Media. Liberty Media also noted that the approval by the Liberty Media stockholders of the issuance of the Series C common shares in the proposed transaction would also be required under applicable Nasdaq Stock Market requirements. | ||
The letter provides that no legally binding obligation with respect to any transaction exists unless and until mutually acceptable definitive documentation is executed and delivered with respect thereto. There can be no assurance that the transaction proposed by Liberty Media or any related transaction will be completed or, if completed, will have any specified terms, including with respect to pricing or timing. | ||
Basis of Presentation | ||
Our financial statements include the consolidated accounts for Holdings and subsidiaries and the accompanying consolidated financial statements of Sirius XM and subsidiaries, whose operating results and financial position are consolidated into Holdings. The consolidated balance sheets and statements of comprehensive income for Holdings are essentially identical to the consolidated balance sheets and consolidated statements of comprehensive income for Sirius XM, with the following exceptions: | ||
• | Besides the shares which settled in November, the fair value of the share repurchase agreement with Liberty Media is recorded in Holdings' consolidated balance sheet, with changes in fair value recorded in Holdings' statements of comprehensive income. | |
• | The additional fair value in excess of the carrying amount associated with the conversion feature for the 7% Exchangeable Senior Subordinated Notes due 2014 is recorded in Sirius XM's consolidated balance sheet, with changes in fair value recorded in Sirius XM's statements of comprehensive income. This is eliminated in Holdings' consolidated balance sheets and statements of comprehensive income. | |
• | As a result of our corporate reorganization effective November 15, 2013, all of the outstanding shares of Sirius XM's common stock were converted, on a share for share basis, into identical shares of common stock of Holdings. | |
Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The combined notes to the consolidated financial statements relate to Holdings and Sirius XM, which, except as noted, are essentially identical. Certain numbers in our prior period consolidated financial statements have been reclassified to conform to our current period presentation. All significant intercompany transactions and balances between Holdings and Sirius XM and their respective consolidated subsidiaries are eliminated in both sets of consolidated financial statements. Intercompany transactions between Holdings and Sirius XM do not eliminate in the Sirius XM consolidated financial statements, but do eliminate in the Holdings consolidated financial statements. | ||
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 valuation allowances against deferred tax assets. |
Acquisitions
Acquisitions | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Business Combinations [Abstract] | ' | |||
Acquisitions | ' | |||
Acquisitions | ||||
On November 4, 2013, we purchased all of the outstanding shares of the capital stock of the connected vehicle business of Agero, Inc. ("Agero") for $525,352, net of acquired cash of $1,966. Agero's connected vehicle business provides services to several automakers, including Acura, BMW, Honda, Hyundai, Infiniti, Lexus, Nissan and Toyota. The final working capital calculation associated with this transaction is still in negotiation. | ||||
The table below summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date: | ||||
Acquired Assets: | ||||
Cash and cash equivalents | $ | 1,966 | ||
Other current assets | 8,669 | |||
Property and equipment | 26,251 | |||
Intangible assets subject to amortization | 230,663 | |||
Goodwill | 389,462 | |||
Other assets | 2,695 | |||
Total assets | $ | 659,706 | ||
Assumed Liabilities: | ||||
Deferred revenue | $ | (28,404 | ) | |
Deferred income tax liabilities, net | (78,127 | ) | ||
Other liabilities | (25,857 | ) | ||
Total liabilities | $ | (132,388 | ) | |
Total consideration | $ | 527,318 | ||
The transaction was accounted for using the acquisition method of accounting. The initial purchase price allocation is subject to change upon receipt of the final valuation analysis for the connected vehicle business of Agero. The fair value assessed for the majority of the assets acquired and liabilities assumed equaled their carrying value. The excess purchase price over identifiable net tangible assets of $389,462 has been recorded to Goodwill in our consolidated balance sheets as of December 31, 2013. A total of $230,663 has been allocated to identifiable intangible assets subject to amortization and relates to the assessed fair value of the acquired OEM relationships and proprietary software and is being amortized over the estimated weighted average useful lives of 15 and 10 years, respectively. | ||||
We recognized acquisition related costs of $2,902 that was expensed in General and administrative expenses in our consolidated statements of comprehensive income during the year ended December 31, 2013. Pro forma financial information related to this acquisition has not been provided as it is not material to our consolidated results of operations. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2013 | ||
Accounting Policies [Abstract] | ' | |
Summary of Significant Accounting Policies | ' | |
Summary of Significant Accounting Policies | ||
Cash and Cash Equivalents | ||
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. | ||
Equity Method Investments | ||
We hold equity method investments in Sirius XM Canada and M-Way Solutions GmbH. | ||
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 our affiliates as they occur as a component of Other income (expense) 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 our affiliates 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, which requires that equity method finite-lived intangibles be amortized over their estimated useful life while indefinite-lived intangibles and goodwill are not amortized. The amortization of equity method finite-lived intangible assets is recorded in Interest and investment income in our consolidated statements of comprehensive income. We periodically evaluate our equity method investments to determine if there has been an other than temporary decline below carrying value. Equity method finite-lived intangibles, indefinite-lived intangibles and goodwill are included in the carrying amount of the investment. | ||
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, and purchased intangibles subject to amortization 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 in 2013, 2012 or 2011. | ||
Goodwill and Other Intangible Assets | ||
Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. Our annual impairment assessment of our single reporting unit is performed during 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. We did not record any impairments in 2013, 2012 or 2011. | ||
The impairment test for other intangible assets not subject to amortization consists of a comparison of the fair value of the intangible asset with its carrying value. This test is performed during the fourth quarter of each year, and an assessment is performed at other times if events or circumstances indicate it is more likely than not that the asset is impaired. Our indefinite life intangibles include our FCC licenses and XM trademark. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. | ||
ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment, established an option to first perform a qualitative assessment to determine whether it is more likely than not that an asset is impaired. If the qualitative assessment supports that it is more likely than not that the fair value of the asset exceeds its carrying value, a quantitative impairment test is not required. If the qualitative assessment does not support the fair value of the asset, then a quantitative assessment is performed. We completed qualitative assessments during the fourth quarter of 2013 and 2012 and no impairments were recorded. We used independent appraisals in 2011 to determine the fair value of our FCC licenses and trademark using the Income and Relief from Royalty approaches, respectively, and no impairment was recorded. | ||
Other intangible assets with finite lives consists primarily of customer relationships, OEM relationships and proprietary software acquired in business combinations, licensing agreements, and certain information technology related costs. These assets are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment under the provisions of ASC 360-10-35, Property, Plant and Equipment/Overall/Subsequent Measurement. We review intangible assets subject to amortization for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. No impairment was recorded to our intangible assets with finite lives in 2013, 2012 or 2011. | ||
Revenue Recognition | ||
We derive revenue primarily from subscribers, advertising and direct sales of merchandise. | ||
Revenue from subscribers consists of subscription fees, daily rental fleet revenue 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 broadcast. 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 broadcast. | ||
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. | ||
ASC 605, Revenue Recognition, provides guidance on how and when to recognize revenues for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets, such as in our bundled subscription plans. Revenue arrangements with multiple deliverables are required to be divided into separate units of accounting if the deliverables in the arrangement meet certain criteria. Consideration must be allocated at the inception of the arrangement to all deliverables based on their relative selling price, which has been determined using vendor specific objective evidence of the selling price to self-pay customers. | ||
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 period 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. Market development funds consist of fixed and variable payments to reimburse retailers for the cost of advertising and other product awareness activities. Fixed market development funds are expensed over the periods specified in the applicable agreement; variable costs are expensed when the media is aired and production costs are expensed as incurred. During the years ended December 31, 2013, 2012 and 2011, we recorded advertising costs of $178,364, $139,830 and $116,694, 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 and 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 chip sets and certain other components used in manufacturing radios; device royalties for certain radios; commissions paid to automakers as incentives to purchase, install and activate radios; product warranty obligations; freight; and provisions for inventory allowance. Subscriber acquisition costs do not include advertising, 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. Chip sets 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 chip sets not held on consignment are expensed as Subscriber acquisition costs when the automaker confirms receipt. | ||
We record product warranty obligations in accordance with ASC 460, Guarantees, which requires a guarantor to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken by issuing the guarantee. We warrant that certain products sold through our retail and direct to consumer distribution channels will perform in all material respects in accordance with specifications in effect at the time of the purchase of the products by the customer. The product warranty period on our products is 90 days from the purchase date for repair or replacement of components and/or products that contain defects of material or workmanship. We record a liability for costs that we expect to incur under our warranty obligations when the product is shipped from the manufacturer. Factors affecting the warranty liability include the number of units sold, historical experience, anticipated rates of claims and costs per claim. We periodically assess the adequacy of our warranty liability based on changes in these factors. | ||
Research & Development Costs | ||
Research and development costs are expensed as incurred and primarily include the cost of new product development, chip set design, software development and engineering. During the years ended December 31, 2013, 2012 and 2011, we recorded research and development costs of $50,564, $42,605 and $48,574, respectively. These costs are reported as a component of Engineering, design and development expense in our consolidated statements of comprehensive income. | ||
Share-Based Compensation | ||
We account for equity instruments granted to employees in accordance with ASC 718, Compensation - Stock Compensation. ASC 718 requires all share-based compensation payments to be recognized in the financial statements based on fair value. ASC 718 requires forfeitures to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates. We use the Black-Scholes-Merton option-pricing model to value stock option awards and have elected to treat awards with graded vesting as a single award. Share-based compensation expense is recognized ratably over the requisite service period, which is generally the vesting period, net of forfeitures. We measure restricted stock awards and units using the fair market value of the restricted shares of common stock on the day the award is granted. | ||
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. In 2013, 2012 and 2011, 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, restricted stock awards and restricted stock units. | ||
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; 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. Income tax expense is the sum of current income tax plus the change in deferred tax assets and liabilities. | ||
As of December 31, 2013 and 2012, we maintained a valuation allowance of $7,831 and $9,835, respectively, relating to deferred tax assets that are not likely to be realized due to certain state net operating loss limitations and acquired net operating losses that we are not more likely than not going to be able to utilize. | ||
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. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We record interest and penalties related to uncertain tax positions in Income tax (expense) benefit in our consolidated statements of comprehensive income. | ||
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. | ||
Fair Value of Financial Instruments | ||
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, 2013 and 2012, the carrying amounts of cash and cash equivalents, accounts and other receivables, and accounts payable approximated fair value due to the short-term nature of these instruments. ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for input into valuation techniques as follows: | ||
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 active or 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. | |
Level 2 inputs were utilized to fair value our 7% Exchangeable Senior Subordinated Notes due 2014 by using a binomial lattice model with inputs derived from observable market data. As of December 31, 2013, $466,815 was recorded to Sirius XM's consolidated balance sheet in Current maturities of long-term debt for the fair value of our 7% Exchangeable Senior Subordinated Notes due 2014 in excess of the carrying amount, as the notes are exchangeable into shares of Holdings' common stock. Changes in fair value are recorded in Loss on fair value of debt and equity instruments within Sirius XM's consolidated statements of comprehensive income. We recognized $466,815 in Loss on fair value of debt and equity instruments during the year ended December 31, 2013. The additional fair value in excess of the carrying amount of this instrument is eliminated in Holdings' consolidated balance sheets and statements of comprehensive income. | ||
We used Level 2 observable inputs, including the U.S. spot LIBOR curve and other available market data, to fair value the derivative associated with the share repurchase agreement with Liberty Media. The fair value of the derivative associated with the share repurchase agreement with Liberty Media was $15,702 as of December 31, 2013 and is recorded in Holdings' consolidated balance sheet in Related party current liabilities, with changes in fair value recorded to Holdings' statements of comprehensive income. For a further discussion of this derivative, refer to Note 14. | ||
We used Level 3 inputs to fair value the 8% convertible unsecured subordinated debentures issued by Sirius XM Canada. For a further discussion of this derivative, refer to Note 11. | ||
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. | ||
The fair value for publicly traded instruments is determined using quoted market prices while the fair value for non-publicly traded instruments is based upon estimates from a market maker and brokerage firm. As of December 31, 2013 and 2012, the carrying value of our debt at Holdings' was $3,601,595 and $2,435,220, respectively, and the fair value approximated $4,066,755 and $3,055,076, respectively. This excludes the additional fair value of our 7% Exchangeable Senior Subordinated Notes due 2014 recorded in Sirius XM's consolidated balance sheet as discussed above. The carrying value of our investment in Sirius XM Canada was $26,972 and $37,983 as of December 31, 2013 and 2012, respectively; the fair value approximated $432,200 and $290,900 as of December 31, 2013 and 2012, respectively. | ||
Accumulated Other Comprehensive Income (Loss) | ||
Accumulated other comprehensive loss of $308 at December 31, 2013 was primarily comprised of the cumulative foreign currency translation adjustments related to our interest in Sirius XM Canada. During the years ended December 31, 2013, 2012 and 2011 we recorded a foreign currency translation adjustment of $(428), $49 and $(140) which is recorded net of taxes of $200, $48 and $11, respectively. In addition, during the year ended December 31, 2011, we recorded a loss on our XM Canada investment from the Canada Merger due to a foreign currency translation adjustment of $6,072. | ||
Recent Accounting Pronouncements | ||
In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. An entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. This standard was effective for interim and annual periods beginning after December 15, 2012 and is to be applied on a prospective basis. We adopted ASU 2013-02 and will disclose significant amounts reclassified out of accumulated other comprehensive income as such transactions arise. ASU 2013-02 affects financial statement presentation only and has no impact on our results of operations or consolidated financial statements. |
Earnings_per_Share
Earnings per Share | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Earnings per Share | ' | |||||||||||
Earnings per Share | ||||||||||||
Holdings | ||||||||||||
We utilize the two-class method in calculating basic net income per common share, as our Series B Preferred Stock was considered to be participating securities through January 18, 2013. On January 18, 2013, Liberty Media converted its remaining 6,250,100 outstanding shares of Series B Preferred Stock into 1,293,509,076 shares of common stock. Basic net income per common share is calculated by dividing the income available to common stockholders by the weighted average common shares outstanding during each reporting period. Diluted net income per common share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents (convertible debt, preferred stock, warrants, stock options, restricted stock awards and restricted stock units) were exercised or converted into common stock, calculated using the treasury stock method. | ||||||||||||
Common stock equivalents of approximately 365,177,000, 147,125,000 and 419,752,000 for the years ended December 31, 2013, 2012 and 2011, 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, | ||||||||||||
(in thousands, except per share data) | 2013 | 2012 | 2011 | |||||||||
Numerator: | ||||||||||||
Net income | $ | 377,215 | $ | 3,472,702 | $ | 426,961 | ||||||
Less: | ||||||||||||
Allocation of undistributed income to Series B Preferred Stock | (3,825 | ) | (1,084,895 | ) | (174,449 | ) | ||||||
Dividends paid to preferred stockholders | — | (64,675 | ) | — | ||||||||
Net income available to common stockholders for basic net income per common share | $ | 373,390 | $ | 2,323,132 | $ | 252,512 | ||||||
Add back: | ||||||||||||
Allocation of undistributed income to Series B Preferred Stock | 3,825 | 1,084,895 | 174,449 | |||||||||
Dividends paid to preferred stockholders | — | 64,675 | — | |||||||||
Effect of interest on assumed conversions of convertible debt | — | 38,500 | — | |||||||||
Net income available to common stockholders for diluted net income per common share | $ | 377,215 | $ | 3,511,202 | $ | 426,961 | ||||||
Denominator: | ||||||||||||
Weighted average common shares outstanding for basic net income per common share | 6,227,646 | 4,209,073 | 3,744,606 | |||||||||
Weighted average impact of assumed Series B Preferred Stock conversion | 63,789 | 2,215,900 | 2,586,977 | |||||||||
Weighted average impact of assumed convertible debt | — | 298,725 | — | |||||||||
Weighted average impact of other dilutive equity instruments | 93,356 | 150,088 | 169,239 | |||||||||
Weighted average shares for diluted net income per common share | 6,384,791 | 6,873,786 | 6,500,822 | |||||||||
Net income per common share: | ||||||||||||
Basic | $ | 0.06 | $ | 0.55 | $ | 0.07 | ||||||
Diluted | $ | 0.06 | $ | 0.51 | $ | 0.07 | ||||||
Sirius XM | ||||||||||||
Net income per share for Sirius XM is not presented since Sirius XM is a wholly-owned subsidiary of Holdings. |
Accounts_Receivable_net
Accounts Receivable, net | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Receivables [Abstract] | ' | |||||||
Accounts Receivable, net | ' | |||||||
Accounts Receivable, net | ||||||||
Accounts receivable, net, are stated at amounts due from customers net of an allowance for doubtful accounts. Our allowance for doubtful accounts is based upon our assessment of various factors. We consider historical experience, the age of the receivable balances, current economic conditions and other factors that may affect the counterparty’s ability to pay. Bad debt expense is included in Customer service and billing expense in our consolidated statements of comprehensive income. | ||||||||
Accounts receivable, net, consists of the following: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Gross accounts receivable | $ | 113,015 | $ | 117,853 | ||||
Allowance for doubtful accounts | (9,078 | ) | (11,711 | ) | ||||
Total accounts receivable, net | $ | 103,937 | $ | 106,142 | ||||
Receivables from distributors include billed and unbilled amounts due from OEMs for services included in the sale or lease price of vehicles, as well as billed amounts due from retailers. We have not established an allowance for doubtful accounts for our receivables from distributors as we have historically not experienced any significant collection issues with OEMs. Receivables from distributors consist of the following: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Billed | $ | 38,532 | $ | 53,057 | ||||
Unbilled | 50,443 | 51,368 | ||||||
Total | $ | 88,975 | $ | 104,425 | ||||
Inventory_net
Inventory, net | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventory, net | ' | |||||||
Inventory, net | ||||||||
Inventory consists of finished goods, refurbished goods, chip sets and other raw material components used in manufacturing radios. Inventory is stated at the lower of cost or market. We record an estimated allowance for inventory that is considered slow moving or obsolete or whose carrying value is in excess of net realizable value. The provision related to products purchased for resale in our direct to consumer distribution channel and components held for resale by us is reported as a component of Cost of equipment in our 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, | December 31, | |||||||
2013 | 2012 | |||||||
Raw materials | $ | 12,358 | $ | 17,717 | ||||
Finished goods | 15,723 | 23,779 | ||||||
Allowance for obsolescence | (14,218 | ) | (16,159 | ) | ||||
Total inventory, net | $ | 13,863 | $ | 25,337 | ||||
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
Goodwill | ' |
Goodwill | |
Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. Our annual impairment assessment is performed as of the fourth quarter of each year, and an assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. If the carrying value of goodwill exceeds its fair value, an impairment loss is recognized. At the date of our annual assessment for 2013 and 2012, 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. As a result of the acquisition of the connected vehicle business of Agero in November 2013, we recorded additional goodwill of $389,462 during the year ended December 31, 2013. No indicators of impairment were noted subsequent to our annual impairment assessment. | |
As of December 31, 2013, there were no indicators of impairment, and no impairment loss was recorded for goodwill during the years ended December 31, 2013, 2012 and 2011. As of December 31, 2013, the cumulative balance of goodwill impairments recorded since the Merger was $4,766,190, which was recognized during the year ended December 31, 2008. | |
During the years ended December 31, 2013 and 2012, we reduced goodwill by $274 and $19,491, respectively, related to the subsequent exercise of certain stock options and vesting of certain restricted stock units that were recorded at fair value in connection with the Merger. |
Intangible_Assets
Intangible Assets | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||
Intangible Assets | ' | |||||||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||||||||
We recorded intangible assets at fair value related to the Merger that were formerly held by XM Satellite Radio Holdings Inc. In November 2013, we recorded intangible assets at fair value as a result of the acquisition of the connected vehicle business of Agero. Our intangible assets include the following: | ||||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | |||||||||||||||||||||||||
Weighted Average | Gross | Accumulated | Net Carrying | Gross | Accumulated | Net Carrying | ||||||||||||||||||||
Useful Lives | Carrying | Amortization | Value | Carrying | Amortization | Value | ||||||||||||||||||||
Value | Value | |||||||||||||||||||||||||
Due to the Merger: | ||||||||||||||||||||||||||
Indefinite life intangible assets: | ||||||||||||||||||||||||||
FCC licenses | Indefinite | $ | 2,083,654 | $ | — | $ | 2,083,654 | $ | 2,083,654 | $ | — | $ | 2,083,654 | |||||||||||||
Trademark | Indefinite | 250,000 | — | 250,000 | 250,000 | — | 250,000 | |||||||||||||||||||
Definite life intangible assets: | ||||||||||||||||||||||||||
Subscriber relationships | 9 years | 380,000 | (271,372 | ) | 108,628 | 380,000 | (233,317 | ) | 146,683 | |||||||||||||||||
Licensing agreements | 9.1 years | 45,289 | (19,604 | ) | 25,685 | 78,489 | (44,161 | ) | 34,328 | |||||||||||||||||
Proprietary software | 6 years | 16,552 | (13,384 | ) | 3,168 | 16,552 | (12,777 | ) | 3,775 | |||||||||||||||||
Developed technology | 10 years | 2,000 | (1,083 | ) | 917 | 2,000 | (883 | ) | 1,117 | |||||||||||||||||
Leasehold interests | 7.4 years | 132 | (96 | ) | 36 | 132 | (79 | ) | 53 | |||||||||||||||||
Due to connected vehicle business of Agero: | ||||||||||||||||||||||||||
Definite life intangible assets: | ||||||||||||||||||||||||||
OEM relationships | 15 years | $ | 220,000 | $ | (2,444 | ) | $ | 217,556 | $ | — | $ | — | $ | — | ||||||||||||
Proprietary software | 10 years | 10,663 | (245 | ) | 10,418 | — | — | — | ||||||||||||||||||
Total intangible assets | $ | 3,008,290 | $ | (308,228 | ) | $ | 2,700,062 | $ | 2,810,827 | $ | (291,217 | ) | $ | 2,519,610 | ||||||||||||
Indefinite Life Intangible Assets | ||||||||||||||||||||||||||
We have identified our FCC licenses and the XM trademark as indefinite life intangible assets after considering the expected use of the assets, the regulatory and economic environment within which they are used and the effects of obsolescence on their use. | ||||||||||||||||||||||||||
We hold FCC licenses to operate our satellite digital audio radio service and provide ancillary services. The following table outlines the years in which each of our licenses expires: | ||||||||||||||||||||||||||
FCC satellite licenses | Expiration year | |||||||||||||||||||||||||
SIRIUS FM-1 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-2 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-3 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-5 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-6 (1) | ||||||||||||||||||||||||||
XM-1 | 2014 | |||||||||||||||||||||||||
XM-2 | 2014 | |||||||||||||||||||||||||
XM-3 | 2021 | |||||||||||||||||||||||||
XM-4 | 2014 | |||||||||||||||||||||||||
XM-5 | 2018 | |||||||||||||||||||||||||
-1 | The FCC license for our FM-6 satellite will be issued for a period of eight years, beginning on the date we certify to the FCC that the satellite has been successfully placed into orbit and that the operations of the satellite fully conform to the terms and conditions of the space station radio authorization. | |||||||||||||||||||||||||
Prior to expiration, we are required to apply for a renewal of our FCC licenses. The renewal and extension of our licenses is reasonably certain at minimal cost, which is expensed as incurred. Each of the FCC licenses authorizes us to use the broadcast spectrum, which is a renewable, reusable resource that does not deplete or exhaust over time. | ||||||||||||||||||||||||||
In connection with the Merger, $250,000 of the purchase price was allocated to the XM trademark. As of December 31, 2013, there were no legal, regulatory or contractual limitations associated with the XM trademark. | ||||||||||||||||||||||||||
Our annual impairment assessment of our indefinite intangible assets is performed as of the fourth quarter of each year. An assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. If the carrying value of the intangible assets exceeds its fair value, an impairment loss is recognized. As of the date of our annual assessment for 2013, our qualitative impairment assessment of fair value of our indefinite intangible assets indicated that such assets substantially exceeded their carrying value and therefore was not at risk of impairment. | ||||||||||||||||||||||||||
There were no indicators of impairment, and no impairment loss was recorded for intangible assets with indefinite lives during the years ended December 31, 2013, 2012 and 2011. | ||||||||||||||||||||||||||
Definite Life Intangible Assets | ||||||||||||||||||||||||||
Subscriber relationships are amortized on an accelerated basis over 9 years, which reflects the estimated pattern in which the economic benefits will be consumed. Other definite life intangible assets include certain licensing agreements, which are amortized over a weighted average useful life of 9.1 years on a straight-line basis. The fair value of the OEM relationships and proprietary software acquired in November 2013 are being amortized over their estimated weighted average useful lives of 15 and 10 years, respectively. | ||||||||||||||||||||||||||
Amortization expense for all definite life intangible assets was $50,011, $53,620 and $59,050 for the years ended December 31, 2013, 2012 and 2011, respectively. In 2013, we retired $33,200 in gross carrying value of definite life intangible assets related to licensing agreements that were fully amortized. | ||||||||||||||||||||||||||
Expected amortization expense for each of the fiscal years 2014 through 2018 and for periods thereafter is as follows: | ||||||||||||||||||||||||||
Year ending December 31, | Amount | |||||||||||||||||||||||||
2014 | $ | 55,016 | ||||||||||||||||||||||||
2015 | 51,700 | |||||||||||||||||||||||||
2016 | 48,545 | |||||||||||||||||||||||||
2017 | 34,882 | |||||||||||||||||||||||||
2018 | 19,463 | |||||||||||||||||||||||||
Thereafter | 156,802 | |||||||||||||||||||||||||
Total definite life intangible assets, net | $ | 366,408 | ||||||||||||||||||||||||
Interest_Costs
Interest Costs | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Interest Costs Disclosure [Abstract] | ' | |||||||||||
Interest Costs | ' | |||||||||||
Interest Costs | ||||||||||||
We capitalized a portion of the interest on funds borrowed as part of the cost of constructing our satellites and related launch vehicles. We capitalized interest associated with our FM-6 satellite and related launch vehicle during 2011 through its placement into operation in the fourth quarter 2013. We also incurred interest costs on our debt instruments and on our satellite incentive agreements. The following is a summary of our interest costs: | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Interest costs charged to expense | $ | 204,671 | $ | 265,321 | $ | 304,938 | ||||||
Interest costs capitalized | 26,445 | 31,982 | 33,522 | |||||||||
Total interest costs incurred | $ | 231,116 | $ | 297,303 | $ | 338,460 | ||||||
Included in interest costs incurred is non-cash interest expense, consisting of amortization related to original issue discounts, premiums and deferred financing fees of $21,698, $35,924 and $39,515 for the years ended December 31, 2013, 2012 and 2011, respectively. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment | ' | |||||||
Property and Equipment | ||||||||
Property and equipment, net, consists of the following: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Satellite system | $ | 2,407,423 | $ | 1,943,537 | ||||
Terrestrial repeater network | 109,367 | 112,482 | ||||||
Leasehold improvements | 46,173 | 44,938 | ||||||
Broadcast studio equipment | 59,020 | 55,823 | ||||||
Capitalized software and hardware | 298,267 | 232,753 | ||||||
Satellite telemetry, tracking and control facilities | 63,944 | 62,734 | ||||||
Furniture, fixtures, equipment and other | 67,275 | 76,028 | ||||||
Land | 38,411 | 38,411 | ||||||
Building | 58,662 | 57,816 | ||||||
Construction in progress | 103,148 | 417,124 | ||||||
Total property and equipment | 3,251,690 | 3,041,646 | ||||||
Accumulated depreciation and amortization | (1,657,116 | ) | (1,469,724 | ) | ||||
Property and equipment, net | $ | 1,594,574 | $ | 1,571,922 | ||||
Construction in progress consists of the following: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Satellite system | $ | 11,879 | $ | 376,825 | ||||
Terrestrial repeater network | 30,078 | 17,224 | ||||||
Capitalized software | 39,924 | 18,083 | ||||||
Other | 21,267 | 4,992 | ||||||
Construction in progress | $ | 103,148 | $ | 417,124 | ||||
Depreciation expense on property and equipment was $203,303, $212,675 and $208,830 for the years ended December 31, 2013, 2012 and 2011, respectively. We retired property and equipment of $16,039, $5,251 and $12,158 and recognized a loss on the disposal of assets of $351, $657 and $269 during the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||
Satellites | ||||||||
We currently own a fleet of ten orbiting satellites. The chart below provides certain information on these satellites: | ||||||||
Satellite Designation | Year Delivered | Estimated End of | ||||||
Depreciable Life | ||||||||
FM-1* | 2000 | 2013 | ||||||
FM-2* | 2000 | 2013 | ||||||
FM-3 | 2000 | 2015 | ||||||
FM-5 | 2009 | 2024 | ||||||
FM-6 | 2013 | 2028 | ||||||
XM-1* | 2001 | 2013 | ||||||
XM-2* | 2001 | 2013 | ||||||
XM-3 | 2005 | 2020 | ||||||
XM-4 | 2006 | 2021 | ||||||
XM-5 | 2010 | 2025 | ||||||
* Satellite was fully depreciated as of December 31, 2013 but is still in operation. | ||||||||
We own five orbiting satellites for use in the Sirius system and five orbiting satellites for use in the XM system. Four of these satellites were manufactured by Boeing Satellite Systems International, Inc., and six were manufactured by Space Systems/Loral. | ||||||||
During the years ended December 31, 2013, 2012 and 2011, we capitalized expenditures, including interest, of $87,061, $32,893 and $81,189, respectively, related to the construction of our FM-6 satellite and related launch vehicle, which was launched and placed into operation in the fourth quarter of 2013. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | ' | |||||||||||||||||||||||||||||||||||||||
Related Party Transactions | ' | |||||||||||||||||||||||||||||||||||||||
Related Party Transactions | ||||||||||||||||||||||||||||||||||||||||
We had the following related party balances at December 31, 2013 and 2012: | ||||||||||||||||||||||||||||||||||||||||
Related party current assets | Related party long-term assets | Related party current liabilities | Related party long-term liabilities | Related party debt | ||||||||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||||||||
Liberty Media | $ | 278 | $ | — | $ | — | $ | 757 | $ | 15,766 | $ | 3,980 | $ | — | $ | — | $ | 10,959 | $ | 208,906 | ||||||||||||||||||||
Sirius XM Canada | 8,867 | 13,167 | 27,619 | 44,197 | 4,554 | 2,776 | 16,337 | 18,966 | — | — | ||||||||||||||||||||||||||||||
M-Way | — | — | 2,545 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Total | $ | 9,145 | $ | 13,167 | $ | 30,164 | $ | 44,954 | $ | 20,320 | $ | 6,756 | $ | 16,337 | $ | 18,966 | $ | 10,959 | $ | 208,906 | ||||||||||||||||||||
Liberty Media | ||||||||||||||||||||||||||||||||||||||||
In February and March 2009, we entered into several transactions to borrow up to $530,000 from Liberty Media Corporation and its affiliates. All of these loans were repaid in 2009. | ||||||||||||||||||||||||||||||||||||||||
As part of the transactions with Liberty Media, in February 2009, we entered into an investment agreement (the “Investment Agreement”) with Liberty Radio, LLC, an indirect wholly-owned subsidiary of Liberty Media. Pursuant to the Investment Agreement, we issued to Liberty Radio, LLC 12,500,000 shares of our Convertible Perpetual Preferred Stock, Series B-1 (the “Series B Preferred Stock”) with a liquidation preference of $0.001 per share in partial consideration for the loan investments. The Series B Preferred Stock was convertible into approximately 40% of our outstanding shares of common stock (after giving effect to such conversion). | ||||||||||||||||||||||||||||||||||||||||
In September 2012, Liberty Radio, LLC converted 6,249,900 shares of the Series B Preferred Stock into 1,293,467,684 shares of our common stock. In January 2013, the Federal Communications Commission granted Liberty Media approval to acquire de jure control of us, and Liberty Radio, LLC converted its remaining Series B Preferred Stock into 1,293,509,076 shares of our common stock. In addition, Liberty Media, indirectly through its subsidiaries, purchased an additional 50,000,000 shares of our common stock. As a result of these conversions of Series B Preferred Stock and additional purchases of shares of our common stock, Liberty Media beneficially owned, directly and indirectly, over 50% of our outstanding common stock as of December 31, 2013. | ||||||||||||||||||||||||||||||||||||||||
Two current Liberty Media executives and one Liberty Media director are members of our board of directors. Gregory B. Maffei, the President and Chief Executive Officer of Liberty Media, is the Chairman of our board of directors. | ||||||||||||||||||||||||||||||||||||||||
On October 9, 2013, we entered into an agreement with Liberty Media to repurchase $500,000 of our common stock from Liberty Media. Pursuant to that agreement with Liberty Media, we repurchased $160,000 of our common stock from Liberty Media as of December 31, 2013. On January 23, 2014, we entered into an amendment to the agreement with Liberty Media to defer the previously scheduled $240,000 repurchase of shares of our common stock from Liberty Media from January 27, 2014 to April 25, 2014, the date of the final purchase installment under the agreement. As a result of this deferral, we expect to repurchase $340,000 of our shares of common stock from Liberty Media on April 25, 2014 at a price of $3.66 per share. We entered into this amendment at the request of the Special Committee of our board of directors that has been formed to review and evaluate the Liberty Media proposal. See “Note 1 - Recent Developments.” | ||||||||||||||||||||||||||||||||||||||||
On January 3, 2014, Holdings' Board of Directors received a non-binding letter from Liberty Media proposing a transaction pursuant to which all outstanding shares of common stock of Holdings not owned by Liberty Media would be converted into the right to receive 0.0760 of a new non-voting share of Liberty Series C common stock. Holdings' Board of Directors has formed a Special Committee to consider Liberty Media’s proposal. | ||||||||||||||||||||||||||||||||||||||||
Liberty Media has advised us that as of December 31, 2013 and 2012 it also owned the following: | ||||||||||||||||||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||||||||||||||||
7% Exchangeable Senior Subordinated Notes due 2014 | $ | 11,000 | $ | 11,000 | ||||||||||||||||||||||||||||||||||||
8.75% Senior Notes due 2015 | — | 150,000 | ||||||||||||||||||||||||||||||||||||||
7.625% Senior Notes due 2018 | — | 50,000 | ||||||||||||||||||||||||||||||||||||||
Total principal debt | 11,000 | 211,000 | ||||||||||||||||||||||||||||||||||||||
Less: discounts | 41 | 2,094 | ||||||||||||||||||||||||||||||||||||||
Total carrying value of debt | $ | 10,959 | $ | 208,906 | ||||||||||||||||||||||||||||||||||||
During the year ended December 31, 2013, we redeemed $150,000 of our 8.75% Senior Notes due 2015 and $50,000 of our 7.625% Senior Notes due 2018 held by Liberty Media as part of the redemption of these Notes in their entirety. | ||||||||||||||||||||||||||||||||||||||||
As of December 31, 2013 and 2012, we recorded $64 and $3,980, respectively, related to accrued interest with Liberty Media to Related party current liabilities. We recognized Interest expense associated with debt held by Liberty Media of $13,514, $30,931 and $35,681 for the years ended December 31, 2013, 2012 and 2011, respectively. The fair value of the derivative associated with the share repurchase agreement with Liberty Media was $15,702 as of December 31, 2013 and is recorded in Holdings' consolidated balance sheet in Related party current liabilities, with changes in fair value recorded to Holdings' statements of comprehensive income. | ||||||||||||||||||||||||||||||||||||||||
Sirius XM Canada | ||||||||||||||||||||||||||||||||||||||||
In June 2011, Canadian Satellite Radio Holdings Inc., the former parent company of XM Canada, and Sirius Canada completed a transaction to combine their operations ("the Canada Merger"). In January 2013, Canadian Satellite Radio Holdings Inc. changed its name to Sirius XM Canada Holdings Inc. The combined company operates as Sirius XM Canada. | ||||||||||||||||||||||||||||||||||||||||
We own approximately 46,700,000 Class A shares on a converted basis of Sirius XM Canada Holdings Inc. representing a 37.5% equity interest and a 25.0% voting interest. | ||||||||||||||||||||||||||||||||||||||||
We had the following Related party current asset balances attributable to Sirius XM Canada at December 31, 2013 and 2012: | ||||||||||||||||||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||||||||||||||||
Deferred programming costs and accrued interest | $ | 2,782 | $ | 4,350 | ||||||||||||||||||||||||||||||||||||
Dividends receivable | — | 6,176 | ||||||||||||||||||||||||||||||||||||||
Chip set and other services reimbursement | 2,387 | 2,641 | ||||||||||||||||||||||||||||||||||||||
Fair value of host contract of debenture | 3,641 | — | ||||||||||||||||||||||||||||||||||||||
Fair value of embedded derivative of debenture | 57 | — | ||||||||||||||||||||||||||||||||||||||
Total | $ | 8,867 | $ | 13,167 | ||||||||||||||||||||||||||||||||||||
We provide Sirius XM Canada with chip sets and other services and we are reimbursed for these costs. Sirius XM Canada declared dividends of $6,176 during the year ended December 31, 2012 which were not paid until 2013. | ||||||||||||||||||||||||||||||||||||||||
We hold an investment in CAD $4,000 face value of 8% convertible unsecured subordinated debentures issued by Sirius XM Canada for which the embedded conversion feature is bifurcated from the host contract. As of December 31, 2013, the debentures are classified as a Related party current asset since they are expected to be redeemed by Sirius XM Canada during the first quarter of 2014. The host contract is accounted for at fair value as an available-for-sale security with changes in fair value recorded to Accumulated other comprehensive income (loss), net of tax. The embedded conversion feature is accounted for at fair value as a derivative with changes in fair value recorded in earnings as Interest and investment income. | ||||||||||||||||||||||||||||||||||||||||
Related party long-term asset balances attributable to Sirius XM Canada consisted of the following: | ||||||||||||||||||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||||||||||||||||
Non-interest bearing note, principal | $ | 376 | $ | 404 | ||||||||||||||||||||||||||||||||||||
Fair value of host contract of debenture | — | 3,877 | ||||||||||||||||||||||||||||||||||||||
Fair value of embedded derivative of debenture | — | 9 | ||||||||||||||||||||||||||||||||||||||
Investment balance* | 26,972 | 37,983 | ||||||||||||||||||||||||||||||||||||||
Deferred programming costs and other receivables | 271 | 1,924 | ||||||||||||||||||||||||||||||||||||||
Total | $ | 27,619 | $ | 44,197 | ||||||||||||||||||||||||||||||||||||
* The investment balance included equity method goodwill and intangible assets of $26,161 and $27,615 as of December 31, 2013 and 2012, respectively. | ||||||||||||||||||||||||||||||||||||||||
We hold a non-interest bearing note issued by Sirius XM Canada. Our interest in Sirius XM Canada is accounted for under the equity method. The excess of the cost of our ownership interest in the equity of Sirius XM Canada over our share of the net assets is recognized as goodwill and intangible assets and is included in the carrying amount of our investment. Equity method goodwill is not amortized. We periodically evaluate this investment to determine if there has been an other than temporary decline below carrying value. Equity method intangible assets are amortized over their respective useful lives, which is recorded in Interest and investment income. | ||||||||||||||||||||||||||||||||||||||||
Sirius XM Canada declared quarterly dividends of $16,796 and $7,749 during the years ended December 31, 2013 and 2012, respectively, which were recorded as a reduction to our investment balance in Sirius XM Canada. | ||||||||||||||||||||||||||||||||||||||||
Related party liabilities attributable to Sirius XM Canada consisted of the following: | ||||||||||||||||||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||||||||||||||||
Deferred revenue for NHL licensing fees | $ | 1,500 | $ | — | ||||||||||||||||||||||||||||||||||||
Carrying value of deferred revenue | 18,966 | 21,742 | ||||||||||||||||||||||||||||||||||||||
Deferred revenue for software licensing fees and other | 425 | — | ||||||||||||||||||||||||||||||||||||||
Total | $ | 20,891 | $ | 21,742 | ||||||||||||||||||||||||||||||||||||
In 2005, XM entered into agreements to provide XM Canada, now Sirius XM Canada, with the right to offer XM satellite radio service in Canada. The agreements have an initial ten-year term, and Sirius XM Canada has the unilateral option to extend the agreements for an additional five-year term. We receive a 15% royalty for all subscriber fees earned by XM Canada each month for its basic service and an activation fee for each gross activation of an XM Canada subscriber on XM’s system. Sirius XM Canada is obligated to pay us a total of $70,300 for the rights to broadcast and market National Hockey League (“NHL”) games for a ten-year term. We recognize these payments on a gross basis as a principal obligor pursuant to the provisions of ASC 605, Revenue Recognition. The estimated fair value of deferred revenue from XM Canada as of the Merger date was approximately $34,000, which is amortized on a straight-line basis through 2020, the end of the expected term of the agreements. | ||||||||||||||||||||||||||||||||||||||||
We recorded the following revenue from Sirius XM Canada as Other revenue in our consolidated statements of comprehensive income: | ||||||||||||||||||||||||||||||||||||||||
For the Years Ended December 31, | ||||||||||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 * | ||||||||||||||||||||||||||||||||||||||
Royalty income | $ | 35,411 | $ | 31,368 | $ | 13,735 | ||||||||||||||||||||||||||||||||||
Amortization of Sirius XM Canada deferred income | 2,776 | 2,776 | 1,388 | |||||||||||||||||||||||||||||||||||||
Licensing fee revenue | 5,012 | 4,500 | 3,000 | |||||||||||||||||||||||||||||||||||||
Advertising and other reimbursements | 3,001 | 833 | 417 | |||||||||||||||||||||||||||||||||||||
Streaming revenue | 2,735 | — | — | |||||||||||||||||||||||||||||||||||||
Total revenue from Sirius XM Canada | $ | 48,935 | $ | 39,477 | $ | 18,540 | ||||||||||||||||||||||||||||||||||
* Sirius XM Canada commenced operations in June 2011. | ||||||||||||||||||||||||||||||||||||||||
Our share of net earnings or losses of Sirius XM Canada are recorded to Interest and investment income in our consolidated statements of comprehensive income on a one month lag. Our share of Sirius XM Canada’s net income was $7,319, $554 and $1,081 for the years ended December 31, 2013, 2012 and 2011, respectively. We recorded amortization expense related to the equity method intangible assets of $1,454, $974 and $1,556 for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||||||||||||||||||||||||||||||
Sirius Canada | ||||||||||||||||||||||||||||||||||||||||
We had an equity interest of 49% in Sirius Canada until June 21, 2011 when the Canada Merger closed. | ||||||||||||||||||||||||||||||||||||||||
In 2005, we entered into a license and services agreement with Sirius Canada. Pursuant to such agreement, we were reimbursed for certain costs incurred to provide Sirius Canada service, including certain costs incurred for the production and distribution of radios, as well as information technology support costs. In consideration for the rights granted pursuant to this license and services agreement, we had the right to receive a royalty equal to a percentage of Sirius Canada’s gross revenues based on subscriber levels (ranging between 5% and 15%) and the number of Canadian-specific channels made available to Sirius Canada. | ||||||||||||||||||||||||||||||||||||||||
We recorded the following revenue from Sirius Canada. Royalty income is included in Other revenue and dividend income is included in Interest and investment income in our consolidated statements of comprehensive income: | ||||||||||||||||||||||||||||||||||||||||
For the Year Ended December 31, | ||||||||||||||||||||||||||||||||||||||||
2011 * | ||||||||||||||||||||||||||||||||||||||||
Royalty income | $ | 9,945 | ||||||||||||||||||||||||||||||||||||||
Dividend income | 460 | |||||||||||||||||||||||||||||||||||||||
Total revenue from Sirius Canada | $ | 10,405 | ||||||||||||||||||||||||||||||||||||||
* Sirius Canada combined with XM Canada in June 2011. | ||||||||||||||||||||||||||||||||||||||||
Receivables from royalty and dividend income were utilized to absorb a portion of our share of net losses generated by Sirius Canada. Total costs reimbursed by Sirius Canada were $5,253 for the year ended December 31, 2011. | ||||||||||||||||||||||||||||||||||||||||
Our share of net earnings or losses of Sirius Canada was recorded to Interest and investment income in our consolidated statements of comprehensive income on a one month lag. Our share of Sirius Canada’s net loss was $9,717 for the year ended December 31, 2011. The payments received from Sirius Canada in excess of carrying value were $6,748 for the year ended December 31, 2011. | ||||||||||||||||||||||||||||||||||||||||
XM Canada | ||||||||||||||||||||||||||||||||||||||||
We had an equity interest of 21.5% in XM Canada until June 21, 2011 when the Canada Merger closed. | ||||||||||||||||||||||||||||||||||||||||
We recorded the following revenue from XM Canada as Other revenue in our consolidated statements of comprehensive income: | ||||||||||||||||||||||||||||||||||||||||
For the Year Ended December 31, | ||||||||||||||||||||||||||||||||||||||||
2011 * | ||||||||||||||||||||||||||||||||||||||||
Amortization of XM Canada deferred income | $ | 1,388 | ||||||||||||||||||||||||||||||||||||||
Subscriber and activation fee royalties | 5,483 | |||||||||||||||||||||||||||||||||||||||
Licensing fee revenue | 3,000 | |||||||||||||||||||||||||||||||||||||||
Advertising reimbursements | 833 | |||||||||||||||||||||||||||||||||||||||
Total revenue from XM Canada | $ | 10,704 | ||||||||||||||||||||||||||||||||||||||
* XM Canada combined with Sirius Canada in June 2011. | ||||||||||||||||||||||||||||||||||||||||
Our share of net earnings or losses of XM Canada was recorded to Interest and investment income in our consolidated statements of comprehensive income on a one month lag. Our share of XM Canada’s net loss was $6,045 for the year ended December 31, 2011. | ||||||||||||||||||||||||||||||||||||||||
M-Way | ||||||||||||||||||||||||||||||||||||||||
As part of the acquisition of the connected vehicle business of Agero in November 2013, we acquired a 30% ownership in M-Way Solutions GmbH ("M-Way"), a German mobile software solutions provider, which is accounted for utilizing the equity method of accounting. We have recorded a $2,545 investment in M-Way in Related party long-term assets on our consolidated balance sheet. We also acquired an option to purchase the remaining 70% ownership of M-Way which expires in 2017. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2013 | |
Investments, All Other Investments [Abstract] | ' |
Investments | ' |
Investments | |
Long Term Restricted Investments | |
Restricted investments relate to reimbursement obligations under letters of credit issued for the benefit of lessors of our office space. As of December 31, 2013 and 2012, our Long-term restricted investments were $5,718 and $3,999, respectively. During the year ended December 31, 2013, a new letter of credit for $1,719 associated with additional office space was issued for the benefit of a lessor. |
Debt
Debt | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||
Debt | ' | ||||||||||||||||||||
Debt | |||||||||||||||||||||
Sirius XM is the sole issuer of all of our debt, other than our 7% Exchangeable Senior Subordinated Notes due 2014. Our debt as of December 31, 2013 and 2012 consisted of the following: | |||||||||||||||||||||
Carrying balance at December 31, | |||||||||||||||||||||
Issuer | Issued | Debt | Maturity Date | Interest Payable | Principal Amount | 2013 | 2012 (h) | ||||||||||||||
Sirius XM and Holdings | Aug-08 | 7% Exchangeable | December 1, 2014 | semi-annually on June 1 and December 1 | $ | 502,370 | $ | 500,481 | $ | 545,888 | |||||||||||
(a)(b) | Senior Subordinated Notes (the "Exchangeable Notes") | ||||||||||||||||||||
Sirius XM | Mar-10 | 8.75% Senior Notes | April 1, 2015 | semi-annually on April 1 and October 1 | 800,000 | — | 792,944 | ||||||||||||||
(a)(c)(d) | (the "8.75% Notes") | ||||||||||||||||||||
Sirius XM | Oct-10 | 7.625% Senior Notes | November 1, 2018 | semi-annually on May 1 and November 1 | 700,000 | — | 690,353 | ||||||||||||||
(a)(c)(e) | (the "7.625% Notes") | ||||||||||||||||||||
Sirius XM | May-13 | 4.25% Senior Notes | May 15, 2020 | semi-annually on May 15 and November 15 | 500,000 | 494,809 | — | ||||||||||||||
(a)(c) | (the "4.25% Notes") | ||||||||||||||||||||
Sirius XM | Sep-13 | 5.875% Senior Notes | October 1, 2020 | semi-annually on April 1 and October 1 | 650,000 | 642,914 | — | ||||||||||||||
(a)(c) | (the "5.875% Notes") | ||||||||||||||||||||
Sirius XM | Aug-13 | 5.75% Senior Notes | August 1, 2021 | semi-annually on February 1 and August 1 | 600,000 | 594,499 | — | ||||||||||||||
(a)(c) | (the "5.75% Notes") | ||||||||||||||||||||
Sirius XM | Aug-12 | 5.25% Senior Notes | August 15, 2022 | semi-annually on February 15 and August 15 | 400,000 | 394,648 | 394,174 | ||||||||||||||
(a)(c) | (the "5.25% Notes") | ||||||||||||||||||||
Sirius XM | May-13 | 4.625% Senior Notes | May 15, 2023 | semi-annually on May15 and November 15 | 500,000 | 494,653 | — | ||||||||||||||
(a)(c) | (the "4.625% Notes") | ||||||||||||||||||||
Sirius XM | Dec-12 | Senior Secured Revolving Credit Facility (the "Credit Facility") | 5-Dec-17 | variable fee paid quarterly | 1,250,000 | 460,000 | — | ||||||||||||||
(f) | |||||||||||||||||||||
Sirius XM | Various | Capital leases | Various | n/a | n/a | 19,591 | 11,861 | ||||||||||||||
Total Debt | 3,601,595 | 2,435,220 | |||||||||||||||||||
Less: total current maturities (g) | 507,774 | 4,234 | |||||||||||||||||||
Total long-term | 3,093,821 | 2,430,986 | |||||||||||||||||||
Less: long-term related party | — | 208,906 | |||||||||||||||||||
Total long-term, excluding related party | $ | 3,093,821 | $ | 2,222,080 | |||||||||||||||||
(a) | The carrying balance of the Notes are net of the remaining unamortized original issue discount. | ||||||||||||||||||||
(b) | The Exchangeable Notes are senior subordinated obligations and rank junior in right of payment to our existing and future senior debt and equally in right of payment with our existing and future senior subordinated debt. Substantially all of our domestic wholly-owned subsidiaries guarantee our obligations under these Notes on a senior subordinated basis. The Exchangeable Notes are exchangeable at any time at the option of the holder into shares of our common stock at an exchange rate of 543.1372 shares of common stock per $1,000 principal amount of the notes, which is equivalent to an approximate exchange price of $1.841 per share of common stock. In connection with the fundamental change that occurred on January 17, 2013 and the subsequent offer that was made to each holder of the Exchangeable Notes on February 1, 2013, $47,630 in principal amount of the Exchangeable Notes were converted resulting in the issuance of 27,687,850 shares of our common stock. As a result of this conversion, we retired $47,630 in principal amount of the Exchangeable Notes and recognized a proportionate share of unamortized discount and deferred financing fees of $2,533 to Additional paid-in capital for the year ended December 31, 2013. No loss was recognized as a result of the conversion. 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. During the year ended 2012, the Exchangeable Notes were considered to be dilutive. | ||||||||||||||||||||
(c) | Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes. | ||||||||||||||||||||
(d) | During the year ended December 31, 2013, we purchased $800,000 in aggregate principal amount of the 8.75% Notes for an aggregate purchase price, including premium and interest, of $927,860. We recognized an aggregate loss on the extinguishment of the 8.75% Notes of $104,818 during the year ended December 31, 2013, consisting primarily of unamortized discount, deferred financing fees and repayment premium, to Loss on extinguishment of debt and credit facilities, net. | ||||||||||||||||||||
(e) | During the year ended December 31, 2013, we purchased $700,000 in aggregate principal amount of the 7.625% Notes for an aggregate purchase price, including premium and interest, of $797,830. We recognized an aggregate loss on the extinguishment of the 7.625% Notes of $85,759 during the year ended December 31, 2013, consisting primarily of unamortized discount, deferred financing fees and repayment premium, to Loss on extinguishment of debt and credit facilities, net. | ||||||||||||||||||||
(f) | In December 2012, Sirius XM entered into a five-year Credit Facility with a syndicate of financial institutions for $1,250,000. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Borrowings under the Credit Facility are used for working capital and other general corporate purposes, including dividends, financing of acquisitions and share repurchases. Interest on borrowings is payable on a quarterly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which is currently 0.35% per annum and is payable on a quarterly basis. As of December 31, 2013, $790,000 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 sheet as of December 31, 2013 due to the long-term maturity of this debt. | ||||||||||||||||||||
(g) | This balance includes $10,959 in related party current maturities as of December 31, 2013. | ||||||||||||||||||||
(h) | During the year ended December 31, 2012, we purchased $257,000 of our then outstanding 9.75% Senior Secured Notes due 2015 (the "9.75% Notes") for an aggregate purchase price, including interest, of $281,698. We recognized an aggregate loss on the extinguishment of the 9.75% Notes of $22,184 during the year ended December 31, 2012, consisting primarily of unamortized discount, deferred financing fees and repayment premium, to Loss on extinguishment of debt and credit facilities, net. During the year ended December 31, 2012, we purchased $778,500 of our then outstanding 13% Senior Notes due 2013 (the "13% Notes") for an aggregate purchase price, including interest, of $879,133. We recognized an aggregate loss on the extinguishment of these 13% Notes of $110,542 during the year ended December 31, 2012, consisting primarily of unamortized discount, deferred financing fees and repayment premium, to Loss on extinguishment of debt and credit facilities, net. | ||||||||||||||||||||
The following table reconciles total current debt held at Holdings to the total current and long-term debt held at Sirius XM as of December 31, 2013: | |||||||||||||||||||||
Carrying amount at December 31, 2013 | |||||||||||||||||||||
Total current debt at Holdings | $ | 507,774 | |||||||||||||||||||
Additional fair value associated with the Exchangeable Notes (a) | 466,815 | ||||||||||||||||||||
Total current debt at Sirius XM | $ | 974,589 | |||||||||||||||||||
Total long-term debt | $ | 3,093,821 | |||||||||||||||||||
Total debt at Sirius XM | $ | 4,068,410 | |||||||||||||||||||
(a) | In connection with our corporate reorganization in November 2013, the Exchangeable Notes were amended such that the settlement of the conversion feature is into shares of Holdings' common stock and Holdings and Sirius XM became co-obligors with respect to the Exchangeable Notes. As of December 31, 2013, $466,815 was recorded to Sirius XM's consolidated balance sheet in Current maturities of long-term debt for the fair value of the Exchangeable Notes in excess of the carrying amount. Changes in fair value are recorded in Loss on fair value of debt and equity instruments within Sirius XM's consolidated statements of comprehensive income. We recognized $466,815 in Loss on fair value of debt and equity instruments during the year ended December 31, 2013. The additional fair value in excess of the carrying amount of this instrument is eliminated in Holdings' consolidated balance sheets and statements of comprehensive income. | ||||||||||||||||||||
Covenants and Restrictions | |||||||||||||||||||||
The Exchangeable Notes require compliance with certain covenants that restrict Holdings' and Sirius XM's ability to, among other things, (i) enter into certain transactions with affiliates and (ii) merge or consolidate with another person. | |||||||||||||||||||||
Under the Credit Facility, Sirius XM must comply with a maintenance covenant that it not exceed a total leverage ratio, calculated as total consolidated debt to consolidated operating cash flow, of 5.0 to 1.0. The Credit Facility and the 5.25% Notes generally require 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 4.25% Notes, 4.625% Notes, 5.75% Notes and 5.875% Notes are subject to covenants that, among other things, limit Sirius XM's ability and the ability of its subsidiaries to create certain liens; enter into sale/leaseback transactions; and merge or consolidate. In addition, each of these indentures restricts 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. | |||||||||||||||||||||
Under our debt agreements, the following generally constitute an event of default: (i) a default in the payment of interest; (ii) a default in the payment of principal; (iii) failure to comply with covenants; (iv) failure to pay other indebtedness after final maturity or acceleration of other indebtedness exceeding a specified amount; (v) certain events of bankruptcy; (vi) a judgment for payment of money exceeding a specified aggregate amount; and (vii) voidance of subsidiary guarantees, subject to grace periods where applicable. If an event of default occurs and is continuing, our debt could become immediately due and payable. | |||||||||||||||||||||
At December 31, 2013 and 2012, we were in compliance with our debt covenants. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Equity [Abstract] | ' | |||||||||
Stockholders' Equity | ' | |||||||||
Stockholders’ Equity | ||||||||||
Common Stock, Holdings, par value $0.001 per share | ||||||||||
As a result of our corporate reorganization in November 2013, all of the outstanding shares of Sirius XM's common stock were converted, on a share for share basis, into identical shares of common stock of Holdings. The certificate of incorporation, the bylaws, the executive officers and the board of directors of Holdings are the same as those of Sirius XM in effect immediately prior to the reorganization. | ||||||||||
We were authorized to issue up to 9,000,000,000 shares of common stock as of December 31, 2013 and 2012. There were 6,096,220,526 and 5,262,440,085 shares of common stock issued and outstanding as of December 31, 2013 and 2012, respectively. | ||||||||||
As of December 31, 2013, approximately 562,534,000 shares of common stock were reserved for issuance in connection with outstanding convertible debt, warrants, incentive stock awards and common stock to be granted to third parties upon satisfaction of performance targets. | ||||||||||
Stock Repurchase Program | ||||||||||
Since December 2012, our board of directors has approved $4,000,000 for repurchases of our common stock. Our board of directors did not establish an end date for this stock repurchase program. Shares of common stock may be purchased from time to time on the open market and in privately negotiated transactions, including transactions with Liberty Media and its affiliates. | ||||||||||
On October 9, 2013, we entered into an agreement with Liberty Media to repurchase $500,000 of our common stock from Liberty Media. Pursuant to the agreement with Liberty Media, we repurchased $160,000 of our common stock from Liberty Media as of December 31, 2013. On January 23, 2014, we entered into an amendment to the agreement with Liberty Media to defer the previously scheduled $240,000 repurchase of shares of our common stock from Liberty Media from January 27, 2014 to April 25, 2014, the date of the final purchase installment under the agreement. As a result of this deferral, we expect to repurchase $340,000 of our shares of common stock from Liberty Media on April 25, 2014 at a price of $3.66 per share. We entered into this amendment at the request of the Special Committee of our board of directors that has been formed to review and evaluate the Liberty Media proposal. See “Note 1 - Recent Developments.” | ||||||||||
The share repurchase agreement was transferred from Sirius XM to Holdings' effective November 15, 2013. Commitments under the share repurchase agreement are accounted for at fair value as a derivative, with changes in fair value recorded in Loss on change in value of derivatives within Holdings' consolidated statements of comprehensive income. Prior to November 15, 2013, changes in fair value were recorded to Loss on fair value of debt and equity instruments in Sirius XM's consolidated statements of comprehensive income. | ||||||||||
We recognized $20,393 to Loss on change in value of derivatives in Holdings' consolidated statement of comprehensive income during the year ended December 31, 2013 for the share repurchase agreement, net of a $2,713 gain recognized to Loss on fair value of debt and equity instruments in Sirius XM's consolidated statements of comprehensive income. | ||||||||||
During the year ended December 31, 2013, we repurchased 520,257,866 shares of our common stock for $1,762,360, including fees and commissions, on the open market and in privately negotiated transactions, including transactions with Liberty Media. All common stock repurchases were settled and retired as of December 31, 2013. | ||||||||||
As of December 31, 2013, $2,237,640 remained available for purchase under our stock repurchase program. | ||||||||||
Share Lending Arrangements | ||||||||||
To facilitate the offering of the Exchangeable Notes, we entered into share lending agreements with Morgan Stanley Capital Services Inc. and UBS AG London Branch in July 2008. All loaned shares were returned to us as of October 2011 and the share lending agreements were terminated. | ||||||||||
We recorded interest expense related to the amortization of the costs associated with the share lending arrangement and other issuance costs for our Exchangeable Notes of $12,745, $12,402 and $11,189 for the years ended December 31, 2013, 2012 and 2011, respectively. As of December 31, 2013, the unamortized balance of the debt issuance costs was $12,701, with $12,423 recorded in Other current assets and $278 recorded in Related party current assets in our consolidated balance sheet. As of December 31, 2012, the unamortized balance of the debt issuance costs was $27,652, with $27,099 recorded in Deferred financing fees, net, and $553 recorded in Long-term related party assets. These costs will continue to be amortized until the debt is terminated. A portion of the unamortized debt issuance costs was recognized during the year ended December 31, 2013 in connection with conversions of the Exchangeable Notes. | ||||||||||
Common Stock, Sirius XM, par value $0.001 per share | ||||||||||
Due to our corporate reorganization in November 2013, 1,000 shares of common stock were authorized, issued and outstanding, and are owned by Holdings as of December 31, 2013. | ||||||||||
Preferred Stock, Holdings, par value $0.001 per share | ||||||||||
We were authorized to issue up to 50,000,000 shares of undesignated preferred stock as of December 31, 2013 and 2012, respectively. | ||||||||||
There were 6,250,100 shares of Series B Preferred Stock issued and outstanding as of December 31, 2012 held by Liberty Media. In January 2013, Liberty Media converted its remaining shares of the Series B Preferred Stock into 1,293,509,076 shares of our common stock. | ||||||||||
Warrants | ||||||||||
We have issued warrants to purchase shares of our common stock in connection with distribution, programming and satellite purchase agreements. As of December 31, 2013 and 2012, approximately 18,455,000 warrants to acquire an equal number of shares of common stock were outstanding and fully vested. Warrants were included in our calculation of diluted net income per common share as the effect was dilutive for the year ended December 31, 2013. The warrants expire at various times through 2015. At December 31, 2013 and 2012, the weighted average exercise price of outstanding warrants was $2.55 per share. We did not incur warrant related expenses during the years ended December 31, 2013, 2012 or 2011. | ||||||||||
Number of Warrants Outstanding | ||||||||||
December 31, | ||||||||||
(warrants in thousands) | Average Exercise Price | Expiration Date | 2013 | 2012 | ||||||
NFL | $2.50 | Mar-15 | 16,667 | 16,667 | ||||||
Other distributors and programming providers | $3.00 | Jun-14 | 1,788 | 1,788 | ||||||
Total | 18,455 | 18,455 | ||||||||
In October 2012, 4,000,000 warrants held by a distributor expired. |
Benefit_Plans
Benefit Plans | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||
Benefit Plans | ' | ||||||||||||
Benefit Plans | |||||||||||||
We recognized share-based payment expense of $68,876, $63,822 and $51,622 for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||||||
2009 Long-Term Stock Incentive Plan | |||||||||||||
In May 2009, our stockholders approved the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (the “2009 Plan”). Employees, consultants and members of our board of directors are eligible to receive awards under the 2009 Plan. The 2009 Plan provides for the grant of stock options, restricted stock awards, restricted stock units and other stock-based awards that the compensation committee of our board of directors may deem appropriate. Vesting and other terms of stock-based awards are set forth in the agreements with the individuals receiving the awards. Stock-based awards granted under the 2009 Plan are generally subject to a vesting requirement. Stock-based awards generally expire ten years from the date of grant. Each restricted stock unit entitles the holder to receive one share of common stock upon vesting. As of December 31, 2013, approximately 82,806,000 shares of common stock were available for future grants under the 2009 Plan. | |||||||||||||
Other Plans | |||||||||||||
We maintain four other share-based benefit plans — the XM 2007 Stock Incentive Plan, the Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan, the XM 1998 Shares Award Plan and the XM Talent Option Plan. No further awards may be made under these plans and all outstanding awards are fully vested. | |||||||||||||
The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees and members of our board of directors: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Risk-free interest rate | 1.40% | 0.80% | 1.10% | ||||||||||
Expected life of options — years | 4.73 | 5.06 | 5.27 | ||||||||||
Expected stock price volatility | 47% | 49% | 68% | ||||||||||
Expected dividend yield | 0% | 0% | 0% | ||||||||||
We do not intend to pay regular dividends on our common stock. Accordingly, the dividend yield percentage used in the Black-Scholes-Merton option value is zero for all periods. | |||||||||||||
There were no options granted to third parties, other than non-employee members of our board of directors, during the years ended December 31, 2013, 2012 and 2011. | |||||||||||||
The following table summarizes stock option activity under our share-based plans for the years ended December 31, 2013, 2012 and 2011 (options in thousands): | |||||||||||||
Options | Weighted- | Weighted-Average | Aggregate | ||||||||||
Average | Remaining | Intrinsic | |||||||||||
Exercise | Contractual Term | Value | |||||||||||
Price (1) | (Years) | ||||||||||||
Outstanding at the beginning of January 1, 2011 | 401,870 | $ | 1.32 | ||||||||||
Granted | 77,450 | $ | 1.8 | ||||||||||
Exercised | (13,300 | ) | $ | 0.87 | |||||||||
Forfeited, cancelled or expired | (26,440 | ) | $ | 4.15 | |||||||||
Outstanding as of December 31, 2011 | 439,580 | $ | 1.25 | ||||||||||
Granted | 58,626 | $ | 2.53 | ||||||||||
Exercised | (214,199 | ) | $ | 0.59 | |||||||||
Forfeited, cancelled or expired | (9,495 | ) | $ | 3.09 | |||||||||
Outstanding as of December 31, 2012 | 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 | 7.12 | $ | 327,398 | |||||||
Exercisable as of December 31, 2013 | 114,278 | $ | 2.26 | 5.29 | $ | 179,549 | |||||||
-1 | The weighted-average exercise price for options outstanding as of December 28, 2012 were adjusted in 2012 to reflect the reduction to the exercise price related to the December 2012 special cash dividend. | ||||||||||||
The weighted average grant date fair value of options granted during the years ended December 31, 2013, 2012 and 2011 was $1.48, $1.09 and $1.04, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2013, 2012 and 2011 was $142,491, $399,794 and $13,408, respectively. In July 2013, we transitioned to a net-settlement method from a cashless option exercise method for stock options. During the year ended December 31, 2013, the number of shares which were issued in the market as a result of stock option exercises was 32,649,857. | |||||||||||||
We recognized share-based payment expense associated with stock options of $66,231, $60,299 and $48,038 for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||||||
The following table summarizes the nonvested restricted stock award and restricted stock unit activity under our share-based plans for the years ended December 31, 2013, 2012 and 2011 (shares in thousands): | |||||||||||||
Shares | Grant Date Fair Value | ||||||||||||
Nonvested as of January 1, 2011 | 2,397 | $ | 2.57 | ||||||||||
Granted | — | $ | — | ||||||||||
Vested restricted stock awards | (1,854 | ) | $ | 3.3 | |||||||||
Vested restricted stock units | (101 | ) | $ | 3.08 | |||||||||
Forfeited | (21 | ) | $ | 3.05 | |||||||||
Nonvested as of December 31, 2011 | 421 | $ | 1.46 | ||||||||||
Granted | 8 | $ | — | ||||||||||
Vested restricted stock awards | — | $ | — | ||||||||||
Vested restricted stock units | — | $ | — | ||||||||||
Forfeited | — | $ | — | ||||||||||
Nonvested as of December 31, 2012 | 429 | $ | 3.25 | ||||||||||
Granted | 6,873 | $ | 3.59 | ||||||||||
Vested restricted stock units | (192 | ) | $ | 3.27 | |||||||||
Forfeited | (126 | ) | $ | 3.61 | |||||||||
Nonvested as of December 31, 2013 | 6,984 | $ | 3.58 | ||||||||||
The total intrinsic value of restricted stock and restricted stock units that vested during the years ended December 31, 2013, 2012 and 2011 was $605, $0 and $3,178, respectively. The weighted average grant date fair value of restricted stock units granted during the year ended December 31, 2013 was $3.59. | |||||||||||||
We recognized share-based payment expense associated with restricted stock awards and restricted stock units of $2,645, $0 and $543 during the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||||||
No restricted stock awards or restricted stock units were granted in 2011. In connection with the special cash dividend paid in December 2012, we granted 8,000 incremental restricted stock units to prevent the economic dilution of the holders of our restricted stock units. This grant did not result in any additional incremental share-based payment expense being recognized in 2012. There were no restricted stock units granted to third parties during the years ended December 31, 2013, 2012 and 2011. | |||||||||||||
Total unrecognized compensation costs related to unvested share-based payment awards for stock options, restricted stock awards, restricted stock units and shares granted to employees and members of our board of directors at December 31, 2013 and 2012, net of estimated forfeitures, were $164,292 and $129,010, respectively. The total unrecognized compensation costs at December 31, 2013 are expected to be recognized over a weighted-average period of 3 years. | |||||||||||||
401(k) Savings Plan | |||||||||||||
We sponsor the Sirius XM Holdings 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, up to 6% of an employee’s pre-tax salary, in cash which is used to purchase shares of our common stock on the open market. 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. During the year ended December 31, 2013 we contributed $4,181 to the Sirius XM Plan in fulfillment of our matching obligation. During the years ended December 31, 2012 and 2011, employer matching contributions were made in the form of shares of our common stock, resulting in share-based payment expense of $3,523 and $3,041, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Commitments and Contingencies | ' | |||||||||||||||||||||||||||
Commitments and Contingencies | ||||||||||||||||||||||||||||
The following table summarizes our expected contractual cash commitments as of December 31, 2013: | ||||||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | Total | ||||||||||||||||||||||
Debt obligations | $ | 509,663 | $ | 7,359 | $ | 4,140 | $ | 460,799 | $ | — | $ | 2,650,000 | $ | 3,631,961 | ||||||||||||||
Cash interest payments | 187,905 | 152,440 | 152,255 | 152,699 | 138,063 | 399,813 | 1,183,175 | |||||||||||||||||||||
Satellite and transmission | 37,849 | 13,993 | 4,321 | 3,404 | 3,992 | 16,524 | 80,083 | |||||||||||||||||||||
Programming and content | 245,069 | 218,373 | 96,737 | 72,837 | 60,150 | 108,333 | 801,499 | |||||||||||||||||||||
Marketing and distribution | 32,578 | 15,332 | 9,951 | 6,700 | 6,173 | 6,639 | 77,373 | |||||||||||||||||||||
Satellite incentive payments | 11,511 | 11,439 | 12,290 | 13,212 | 14,212 | 55,398 | 118,062 | |||||||||||||||||||||
Operating lease obligations | 38,181 | 43,053 | 36,860 | 30,475 | 28,825 | 221,626 | 399,020 | |||||||||||||||||||||
Other | 41,021 | 9,989 | 3,209 | 851 | 367 | — | 55,437 | |||||||||||||||||||||
Total (1) | $ | 1,103,777 | $ | 471,978 | $ | 319,763 | $ | 740,977 | $ | 251,782 | $ | 3,458,333 | $ | 6,346,610 | ||||||||||||||
-1 | The table does not include our reserve for uncertain tax positions, which at December 31, 2013 totaled $1,432, as the specific timing of any cash payments cannot be projected with reasonable certainty. | |||||||||||||||||||||||||||
Debt obligations. Debt obligations include principal payments on outstanding debt and capital lease obligations. | ||||||||||||||||||||||||||||
Cash interest payments. Cash interest payments include interest due on outstanding debt and capital lease payments through maturity. | ||||||||||||||||||||||||||||
Satellite and transmission. We have entered into agreements with third parties to operate and maintain the off-site satellite telemetry, tracking and control facilities and certain components of our terrestrial repeater networks. | ||||||||||||||||||||||||||||
Programming and content. We have entered into various programming agreements. Under the terms of these agreements, our obligations include fixed payments, advertising commitments and revenue sharing arrangements. Our future revenue sharing costs are dependent upon many factors and are difficult to estimate; therefore, they are not included in our minimum contractual cash commitments. | ||||||||||||||||||||||||||||
Marketing and distribution. We have entered into various marketing, sponsorship and distribution agreements to promote our brand and are obligated to make payments to sponsors, retailers, automakers and radio manufacturers under these agreements. Certain programming and content agreements also require us to purchase advertising on properties owned or controlled by the licensors. We also reimburse automakers for certain engineering and development costs associated with the incorporation of satellite radios into new vehicles they manufacture. In addition, in the event certain new products are not shipped by a distributor to its customers within 90 days of the distributor’s receipt of goods, we have agreed to purchase and take title to the product. | ||||||||||||||||||||||||||||
Satellite incentive payments. Boeing Satellite Systems International, Inc., the manufacturer of four of our in-orbit satellites, may be entitled to future in-orbit performance payments with respect to two satellites used in the XM system, XM-3 and XM-4, based on the expected operating performance exceeding their fifteen-year design life. Boeing may also be entitled to an additional $10,000 if our XM-4 satellite continues to operate above baseline specifications during the five years beyond the satellite’s fifteen-year design life. | ||||||||||||||||||||||||||||
Space Systems/Loral, the manufacturer of six of our in-orbit satellites, may be entitled to future in-orbit performance payments with respect to three satellites, XM-5, FM-5 and FM-6, based on their expected operating performance exceeding their fifteen-year design life. | ||||||||||||||||||||||||||||
Operating lease obligations. We have entered into both cancelable and non-cancelable operating leases for office space, equipment and terrestrial repeaters. These leases provide for minimum lease payments, additional operating expense charges, leasehold improvements and rent escalations that have initial terms ranging from one to fifteen years, and certain leases have options to renew. The effect of the rent holidays and rent concessions are recognized on a straight-line basis over the lease term, including reasonably assured renewal periods. Total rent recognized in connection with leases for the years ended December 31, 2013, 2012 and 2011 was $39,228, $37,474 and $34,143, 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, including subscriber growth, and are difficult to anticipate; however, these costs may be substantial. We may enter into additional programming, distribution, marketing and other agreements that contain similar variable cost provisions. | ||||||||||||||||||||||||||||
We do not have any other significant off-balance sheet financing arrangements that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources. | ||||||||||||||||||||||||||||
Legal Proceedings | ||||||||||||||||||||||||||||
State Consumer Investigations. A Multistate Working Group of 32 State Attorneys General, led by the Attorney General of the State of Ohio, is investigating certain of our consumer practices. The investigation focuses on practices relating to the cancellation of subscriptions; automatic renewal of subscriptions; charging, billing, collecting, and refunding or crediting of payments from consumers; and soliciting customers. | ||||||||||||||||||||||||||||
A separate investigation into our consumer practices is being conducted by the Attorneys General of the State of Florida and the State of New York. We are cooperating with these investigations and believe our consumer practices comply with all applicable federal and state laws and regulations. | ||||||||||||||||||||||||||||
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 other actions are, in our opinion, 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, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Income Taxes | ' | |||||||||||
Income Taxes | ||||||||||||
Holdings | ||||||||||||
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 the ability to use net operating loss carryforwards. The current foreign income tax provision is primarily related to a reimbursement of foreign withholding taxes on royalty income between us and our Canadian affiliate. | ||||||||||||
Holdings files a consolidated federal income tax return with its wholly-owned subsidiaries. Income tax expense (benefit) attributable to Holdings consisted of the following: | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current taxes: | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | 5,359 | 1,319 | 3,229 | |||||||||
Foreign | (5,269 | ) | 2,265 | 2,741 | ||||||||
Total current taxes | 90 | 3,584 | 5,970 | |||||||||
Deferred taxes: | ||||||||||||
Federal | 211,044 | (2,729,823 | ) | 3,991 | ||||||||
State | 48,743 | (271,995 | ) | 4,273 | ||||||||
Total deferred taxes | 259,787 | (3,001,818 | ) | 8,264 | ||||||||
Total income tax expense (benefit) | $ | 259,877 | $ | (2,998,234 | ) | $ | 14,234 | |||||
The following table indicates the significant elements contributing to the difference between the federal tax expense (benefit) at the statutory rate and at our effective rate: | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Federal tax expense, at statutory rate | $ | 222,982 | $ | 166,064 | $ | 154,418 | ||||||
State income tax expense, net of federal benefit | 19,031 | 16,606 | 15,751 | |||||||||
State income rate changes | 8,666 | 2,251 | 3,851 | |||||||||
Non-deductible expenses | 9,545 | 477 | 457 | |||||||||
Change in valuation allowance | (4,228 | ) | (3,195,651 | ) | (166,452 | ) | ||||||
Other, net | 3,881 | 12,019 | 6,209 | |||||||||
Income tax expense (benefit) | $ | 259,877 | $ | (2,998,234 | ) | $ | 14,234 | |||||
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 2,207,583 | $ | 2,493,239 | ||||||||
GM payments and liabilities | 1,984 | 80,742 | ||||||||||
Deferred revenue | 606,430 | 511,700 | ||||||||||
Severance accrual | 388 | 46 | ||||||||||
Accrued bonus | 25,830 | 23,798 | ||||||||||
Expensed costs capitalized for tax | 22,679 | 26,569 | ||||||||||
Loan financing costs | 664 | 428 | ||||||||||
Investments | 45,078 | 39,915 | ||||||||||
Stock based compensation | 71,794 | 64,636 | ||||||||||
Other | 31,735 | 34,705 | ||||||||||
Total deferred tax assets | 3,014,165 | 3,275,778 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Depreciation of property and equipment | (188,675 | ) | (185,007 | ) | ||||||||
FCC license | (778,152 | ) | (772,550 | ) | ||||||||
Other intangible assets | (233,983 | ) | (165,227 | ) | ||||||||
Total deferred tax liabilities | (1,200,810 | ) | (1,122,784 | ) | ||||||||
Net deferred tax assets before valuation allowance | 1,813,355 | 2,152,994 | ||||||||||
Valuation allowance | (7,831 | ) | (9,835 | ) | ||||||||
Total net deferred tax asset | $ | 1,805,524 | $ | 2,143,159 | ||||||||
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 gross net operating loss carryforwards of approximately $5,828,461. In addition to the gross book net operating loss carryforwards, we have $702,187 of excess share-based compensation deductions that will not be realized until we utilize the $5,828,461 of net operating losses, resulting in an approximate gross operating loss carryforward on our tax return of $6,530,648. | ||||||||||||
For the year ended December 31, 2012, our deferred tax asset valuation allowance decreased by $3,350,905 in response to cumulative positive evidence in 2012 which outweighed the historical negative evidence from our emergence from cumulative losses in recent years and updated assessments regarding that it was more likely than not that our deferred tax assets will be realized. As of December 31, 2013, the deferred tax asset valuation allowance of $7,831 relates to deferred tax assets that are not likely to be realized due to certain state net operating loss limitations and acquired net operating losses that we are not more likely than not going to utilize. These net operating loss carryforwards expire on various dates beginning in 2017 and ending in 2028. | ||||||||||||
As a result of the acquisition of the connected vehicle business of Agero, we established net current deferred tax assets of $767 and net non-current deferred tax liabilities of $78,127. The net non-current deferred tax liabilities are primarily due to intangible assets and the acquired separate return limitation year net operating losses of $4,340; of which $2,224 remain fully valued. | ||||||||||||
As of December 31, 2013 and 2012, the gross liability for income taxes associated with uncertain state tax positions was $1,432. If recognized, $1,432 of unrecognized tax benefits would affect the effective tax rate. This liability is recorded in Other long-term liabilities. No penalties have been accrued for. We do not currently anticipate that our existing reserves related to uncertain tax positions as of December 31, 2013 will significantly increase or decrease during the twelve-month period ending December 31, 2014; 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. Our policy is to recognize interest and penalties accrued on uncertain tax positions as part of income tax expense. We have recorded interest expense of $40 and $55 for the years ended December 31, 2013 and 2012, respectively, related to our unrecognized tax benefits presented below. | ||||||||||||
Changes in our uncertain income tax positions, from January 1 through December 31 are presented below: | ||||||||||||
2013 | 2012 | |||||||||||
Balance, beginning of year | $ | 1,432 | $ | 1,432 | ||||||||
Additions for tax positions from prior years | — | — | ||||||||||
Balance, end of year | $ | 1,432 | $ | 1,432 | ||||||||
We have federal and certain state income tax audits pending. We do not expect the ultimate disposition of these audits to have a material adverse affect on our financial position or results of operations. | ||||||||||||
The increased ownership in us by Liberty Media to over 50% of our outstanding common stock did not create a change of control under Section 382 of the Internal Revenue Code. | ||||||||||||
Sirius XM | ||||||||||||
Sirius XM and its wholly-owned subsidiaries are included in the consolidated federal income tax returns of Holdings. However, due to the differences in the Income before income taxes balances between Holdings and Sirius XM in our consolidated statements of comprehensive income, the following table shows the significant elements contributing to the difference between the federal tax expense (benefit) at the statutory rate and at Sirius XM's effective rate: | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Federal tax expense, at statutory rate | $ | 67,684 | $ | 166,064 | $ | 154,418 | ||||||
State income tax expense, net of federal benefit | 4,467 | 16,606 | 15,751 | |||||||||
State income rate changes | 8,666 | 2,251 | 3,851 | |||||||||
Non-deductible expenses | 699 | 477 | 457 | |||||||||
Change in valuation allowance | (4,228 | ) | (3,195,651 | ) | (166,452 | ) | ||||||
Fair value of debt instrument | 178,704 | — | — | |||||||||
Other, net | 3,885 | 12,019 | 6,209 | |||||||||
Income tax expense (benefit) | $ | 259,877 | $ | (2,998,234 | ) | $ | 14,234 | |||||
Quarterly_Financial_DataUnaudi
Quarterly Financial Data--Unaudited | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Quarterly Financial Data [Abstract] | ' | |||||||||||||||
Quarterly Financial Data--Unaudited | ' | |||||||||||||||
Quarterly Financial Data--Unaudited | ||||||||||||||||
Our quarterly results of operations are summarized below: | ||||||||||||||||
Sirius XM Holdings Inc. | ||||||||||||||||
For the Three Months Ended | ||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||
2013 | ||||||||||||||||
Total revenue | $ | 897,398 | $ | 940,110 | $ | 961,509 | $ | 1,000,078 | ||||||||
Cost of services | $ | (330,257 | ) | $ | (331,465 | ) | $ | (336,464 | ) | $ | (396,304 | ) | ||||
Income from operations | $ | 246,931 | $ | 267,736 | $ | 284,529 | $ | 245,357 | ||||||||
Net income | $ | 123,602 | $ | 125,522 | $ | 62,894 | $ | 65,197 | ||||||||
Net income per common share--basic (1) | $ | 0.02 | $ | 0.02 | $ | 0.01 | $ | 0.01 | ||||||||
Net income per common share--diluted (1) | $ | 0.02 | $ | 0.02 | $ | 0.01 | $ | 0.01 | ||||||||
2012 | ||||||||||||||||
Total revenue | $ | 804,722 | $ | 837,543 | $ | 867,360 | $ | 892,415 | ||||||||
Cost of services | $ | (292,309 | ) | $ | (293,975 | ) | $ | (314,204 | ) | $ | (328,882 | ) | ||||
Income from operations | $ | 199,238 | $ | 227,942 | $ | 231,749 | $ | 213,096 | ||||||||
Net income | $ | 107,774 | $ | 3,134,170 | $ | 74,514 | $ | 156,244 | ||||||||
Net income per common share--basic (1) | $ | 0.02 | $ | 0.49 | $ | 0.01 | $ | 0.02 | ||||||||
Net income per common share--diluted (1) | $ | 0.02 | $ | 0.48 | $ | 0.01 | $ | 0.02 | ||||||||
-1 | The sum of quarterly net income per share applicable to common stockholders (basic and diluted) does not necessarily agree to the net income per share for the year due to the timing of common stock issuances. | |||||||||||||||
Sirius XM Radio Inc. | ||||||||||||||||
For the Three Months Ended | ||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||
2013 (1) | ||||||||||||||||
Total revenue | $ | 897,398 | $ | 940,110 | $ | 961,509 | $ | 1,000,078 | ||||||||
Cost of services | $ | (330,257 | ) | $ | (331,465 | ) | $ | (336,464 | ) | $ | (396,304 | ) | ||||
Income from operations | $ | 246,931 | $ | 267,736 | $ | 284,529 | $ | 245,357 | ||||||||
Net income (loss) attributable to Sirius XM's sole stockholder | $ | 123,602 | $ | 125,522 | $ | 62,894 | $ | (378,512 | ) | |||||||
2012 (1) | ||||||||||||||||
Total revenue | $ | 804,722 | $ | 837,543 | $ | 867,360 | $ | 892,415 | ||||||||
Cost of services | $ | (292,309 | ) | $ | (293,975 | ) | $ | (314,204 | ) | $ | (328,882 | ) | ||||
Income from operations | $ | 199,238 | $ | 227,942 | $ | 231,749 | $ | 213,096 | ||||||||
Net income attributable to Sirius XM's sole stockholder | $ | 107,774 | $ | 3,134,170 | $ | 74,514 | $ | 156,244 | ||||||||
-1 | Net income per share for Sirius XM is not presented since Sirius XM is a wholly-owned subsidiary of Holdings. |
Schedule_IISchedule_of_Valuati
Schedule II--Schedule of Valuation and Qualifying Accounts | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ' | |||||||||||||
Schedule II--Schedule of Valuation and Qualifying Accounts | ' | |||||||||||||
Holdings and Sirius XM: | ||||||||||||||
(in thousands) | Balance January 1, | Charged to Expenses (Benefit) | Write-offs/ Payments/ Other | Balance December 31, | ||||||||||
Description | ||||||||||||||
2011 | ||||||||||||||
Allowance for doubtful accounts | $ | 10,222 | 33,164 | (33,454 | ) | $ | 9,932 | |||||||
Deferred tax assets—valuation allowance | $ | 3,551,288 | (166,452 | ) | (24,096 | ) | $ | 3,360,740 | ||||||
2012 | ||||||||||||||
Allowance for doubtful accounts | $ | 9,932 | 34,548 | (32,769 | ) | $ | 11,711 | |||||||
Deferred tax assets—valuation allowance | $ | 3,360,740 | (3,195,651 | ) | (155,254 | ) | $ | 9,835 | ||||||
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 | |||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2013 | ||
Accounting Policies [Abstract] | ' | |
Cash and Cash Equivalents | ' | |
Cash and Cash Equivalents | ||
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. | ||
Equity Method Investments | ' | |
Equity Method Investments | ||
We hold equity method investments in Sirius XM Canada and M-Way Solutions GmbH. | ||
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 our affiliates as they occur as a component of Other income (expense) 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 our affiliates 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, which requires that equity method finite-lived intangibles be amortized over their estimated useful life while indefinite-lived intangibles and goodwill are not amortized. The amortization of equity method finite-lived intangible assets is recorded in Interest and investment income in our consolidated statements of comprehensive income. We periodically evaluate our equity method investments to determine if there has been an other than temporary decline below carrying value. Equity method finite-lived intangibles, indefinite-lived intangibles and goodwill are included in the carrying amount of the investment. | ||
Property and Equipment | ' | |
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, and purchased intangibles subject to amortization 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 in 2013, 2012 or 2011. | ||
Goodwill and Other Intangible Assets | ' | |
Goodwill and Other Intangible Assets | ||
Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. Our annual impairment assessment of our single reporting unit is performed during 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. We did not record any impairments in 2013, 2012 or 2011. | ||
The impairment test for other intangible assets not subject to amortization consists of a comparison of the fair value of the intangible asset with its carrying value. This test is performed during the fourth quarter of each year, and an assessment is performed at other times if events or circumstances indicate it is more likely than not that the asset is impaired. Our indefinite life intangibles include our FCC licenses and XM trademark. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. | ||
ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment, established an option to first perform a qualitative assessment to determine whether it is more likely than not that an asset is impaired. If the qualitative assessment supports that it is more likely than not that the fair value of the asset exceeds its carrying value, a quantitative impairment test is not required. If the qualitative assessment does not support the fair value of the asset, then a quantitative assessment is performed. We completed qualitative assessments during the fourth quarter of 2013 and 2012 and no impairments were recorded. We used independent appraisals in 2011 to determine the fair value of our FCC licenses and trademark using the Income and Relief from Royalty approaches, respectively, and no impairment was recorded. | ||
Other intangible assets with finite lives consists primarily of customer relationships, OEM relationships and proprietary software acquired in business combinations, licensing agreements, and certain information technology related costs. These assets are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment under the provisions of ASC 360-10-35, Property, Plant and Equipment/Overall/Subsequent Measurement. We review intangible assets subject to amortization for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. No impairment was recorded to our intangible assets with finite lives in 2013, 2012 or 2011. | ||
Revenue Recognition | ' | |
Revenue Recognition | ||
We derive revenue primarily from subscribers, advertising and direct sales of merchandise. | ||
Revenue from subscribers consists of subscription fees, daily rental fleet revenue 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 broadcast. 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 broadcast. | ||
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. | ||
ASC 605, Revenue Recognition, provides guidance on how and when to recognize revenues for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets, such as in our bundled subscription plans. Revenue arrangements with multiple deliverables are required to be divided into separate units of accounting if the deliverables in the arrangement meet certain criteria. Consideration must be allocated at the inception of the arrangement to all deliverables based on their relative selling price, which has been determined using vendor specific objective evidence of the selling price to self-pay customers. | ||
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 period 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. Market development funds consist of fixed and variable payments to reimburse retailers for the cost of advertising and other product awareness activities. Fixed market development funds are expensed over the periods specified in the applicable agreement; variable costs are expensed when the media is aired and production costs are expensed as incurred. During the years ended December 31, 2013, 2012 and 2011, we recorded advertising costs of $178,364, $139,830 and $116,694, 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 and 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 chip sets and certain other components used in manufacturing radios; device royalties for certain radios; commissions paid to automakers as incentives to purchase, install and activate radios; product warranty obligations; freight; and provisions for inventory allowance. Subscriber acquisition costs do not include advertising, 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. Chip sets 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 chip sets not held on consignment are expensed as Subscriber acquisition costs when the automaker confirms receipt. | ||
We record product warranty obligations in accordance with ASC 460, Guarantees, which requires a guarantor to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken by issuing the guarantee. We warrant that certain products sold through our retail and direct to consumer distribution channels will perform in all material respects in accordance with specifications in effect at the time of the purchase of the products by the customer. The product warranty period on our products is 90 days from the purchase date for repair or replacement of components and/or products that contain defects of material or workmanship. We record a liability for costs that we expect to incur under our warranty obligations when the product is shipped from the manufacturer. Factors affecting the warranty liability include the number of units sold, historical experience, anticipated rates of claims and costs per claim. We periodically assess the adequacy of our warranty liability based on changes in these factors. | ||
Research and Development Costs | ' | |
Research & Development Costs | ||
Research and development costs are expensed as incurred and primarily include the cost of new product development, chip set design, software development and engineering. During the years ended December 31, 2013, 2012 and 2011, we recorded research and development costs of $50,564, $42,605 and $48,574, respectively. These costs are reported as a component of Engineering, design and development expense in our consolidated statements of comprehensive income. | ||
Share-Based Compensation | ' | |
Share-Based Compensation | ||
We account for equity instruments granted to employees in accordance with ASC 718, Compensation - Stock Compensation. ASC 718 requires all share-based compensation payments to be recognized in the financial statements based on fair value. ASC 718 requires forfeitures to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates. We use the Black-Scholes-Merton option-pricing model to value stock option awards and have elected to treat awards with graded vesting as a single award. Share-based compensation expense is recognized ratably over the requisite service period, which is generally the vesting period, net of forfeitures. We measure restricted stock awards and units using the fair market value of the restricted shares of common stock on the day the award is granted. | ||
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. In 2013, 2012 and 2011, 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, restricted stock awards and restricted stock units. | ||
Income Taxes | ' | |
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; 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. Income tax expense is the sum of current income tax plus the change in deferred tax assets and liabilities. | ||
As of December 31, 2013 and 2012, we maintained a valuation allowance of $7,831 and $9,835, respectively, relating to deferred tax assets that are not likely to be realized due to certain state net operating loss limitations and acquired net operating losses that we are not more likely than not going to be able to utilize. | ||
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. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We record interest and penalties related to uncertain tax positions in Income tax (expense) benefit in our consolidated statements of comprehensive income. | ||
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. | ||
Fair Value of Financial Instruments | ' | |
Fair Value of Financial Instruments | ||
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, 2013 and 2012, the carrying amounts of cash and cash equivalents, accounts and other receivables, and accounts payable approximated fair value due to the short-term nature of these instruments. ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for input into valuation techniques as follows: | ||
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 active or 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. | |
Level 2 inputs were utilized to fair value our 7% Exchangeable Senior Subordinated Notes due 2014 by using a binomial lattice model with inputs derived from observable market data. As of December 31, 2013, $466,815 was recorded to Sirius XM's consolidated balance sheet in Current maturities of long-term debt for the fair value of our 7% Exchangeable Senior Subordinated Notes due 2014 in excess of the carrying amount, as the notes are exchangeable into shares of Holdings' common stock. Changes in fair value are recorded in Loss on fair value of debt and equity instruments within Sirius XM's consolidated statements of comprehensive income. We recognized $466,815 in Loss on fair value of debt and equity instruments during the year ended December 31, 2013. The additional fair value in excess of the carrying amount of this instrument is eliminated in Holdings' consolidated balance sheets and statements of comprehensive income. | ||
We used Level 2 observable inputs, including the U.S. spot LIBOR curve and other available market data, to fair value the derivative associated with the share repurchase agreement with Liberty Media. The fair value of the derivative associated with the share repurchase agreement with Liberty Media was $15,702 as of December 31, 2013 and is recorded in Holdings' consolidated balance sheet in Related party current liabilities, with changes in fair value recorded to Holdings' statements of comprehensive income. For a further discussion of this derivative, refer to Note 14. | ||
We used Level 3 inputs to fair value the 8% convertible unsecured subordinated debentures issued by Sirius XM Canada. For a further discussion of this derivative, refer to Note 11. | ||
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. | ||
The fair value for publicly traded instruments is determined using quoted market prices while the fair value for non-publicly traded instruments is based upon estimates from a market maker and brokerage firm. | ||
Recent Accounting Pronouncements | ' | |
Recent Accounting Pronouncements | ||
In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. An entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. This standard was effective for interim and annual periods beginning after December 15, 2012 and is to be applied on a prospective basis. We adopted ASU 2013-02 and will disclose significant amounts reclassified out of accumulated other comprehensive income as such transactions arise. ASU 2013-02 affects financial statement presentation only and has no impact on our results of operations or consolidated financial statements. | ||
Earnings Per Share | ' | |
We utilize the two-class method in calculating basic net income per common share, as our Series B Preferred Stock was considered to be participating securities through January 18, 2013. On January 18, 2013, Liberty Media converted its remaining 6,250,100 outstanding shares of Series B Preferred Stock into 1,293,509,076 shares of common stock. Basic net income per common share is calculated by dividing the income available to common stockholders by the weighted average common shares outstanding during each reporting period. Diluted net income per common share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents (convertible debt, preferred stock, warrants, stock options, restricted stock awards and restricted stock units) were exercised or converted into common stock, calculated using the treasury stock method. | ||
Accounts Receivable | ' | |
Accounts receivable, net, are stated at amounts due from customers net of an allowance for doubtful accounts. Our allowance for doubtful accounts is based upon our assessment of various factors. We consider historical experience, the age of the receivable balances, current economic conditions and other factors that may affect the counterparty’s ability to pay. Bad debt expense is included in Customer service and billing expense in our consolidated statements of comprehensive income. | ||
Accounts Receivable from Distributors | ' | |
Receivables from distributors include billed and unbilled amounts due from OEMs for services included in the sale or lease price of vehicles, as well as billed amounts due from retailers. We have not established an allowance for doubtful accounts for our receivables from distributors as we have historically not experienced any significant collection issues with OEMs. | ||
Inventory | ' | |
Inventory consists of finished goods, refurbished goods, chip sets and other raw material components used in manufacturing radios. Inventory is stated at the lower of cost or market. We record an estimated allowance for inventory that is considered slow moving or obsolete or whose carrying value is in excess of net realizable value. The provision related to products purchased for resale in our direct to consumer distribution channel and components held for resale by us is reported as a component of Cost of equipment in our 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. |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Business Combinations [Abstract] | ' | |||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | |||
The table below summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date: | ||||
Acquired Assets: | ||||
Cash and cash equivalents | $ | 1,966 | ||
Other current assets | 8,669 | |||
Property and equipment | 26,251 | |||
Intangible assets subject to amortization | 230,663 | |||
Goodwill | 389,462 | |||
Other assets | 2,695 | |||
Total assets | $ | 659,706 | ||
Assumed Liabilities: | ||||
Deferred revenue | $ | (28,404 | ) | |
Deferred income tax liabilities, net | (78,127 | ) | ||
Other liabilities | (25,857 | ) | ||
Total liabilities | $ | (132,388 | ) | |
Total consideration | $ | 527,318 | ||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |
Dec. 31, 2013 | ||
Accounting Policies [Abstract] | ' | |
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 |
Earnings_per_Share_Tables
Earnings per Share (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Earnings per Share | ' | |||||||||||
Common stock equivalents of approximately 365,177,000, 147,125,000 and 419,752,000 for the years ended December 31, 2013, 2012 and 2011, 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, | ||||||||||||
(in thousands, except per share data) | 2013 | 2012 | 2011 | |||||||||
Numerator: | ||||||||||||
Net income | $ | 377,215 | $ | 3,472,702 | $ | 426,961 | ||||||
Less: | ||||||||||||
Allocation of undistributed income to Series B Preferred Stock | (3,825 | ) | (1,084,895 | ) | (174,449 | ) | ||||||
Dividends paid to preferred stockholders | — | (64,675 | ) | — | ||||||||
Net income available to common stockholders for basic net income per common share | $ | 373,390 | $ | 2,323,132 | $ | 252,512 | ||||||
Add back: | ||||||||||||
Allocation of undistributed income to Series B Preferred Stock | 3,825 | 1,084,895 | 174,449 | |||||||||
Dividends paid to preferred stockholders | — | 64,675 | — | |||||||||
Effect of interest on assumed conversions of convertible debt | — | 38,500 | — | |||||||||
Net income available to common stockholders for diluted net income per common share | $ | 377,215 | $ | 3,511,202 | $ | 426,961 | ||||||
Denominator: | ||||||||||||
Weighted average common shares outstanding for basic net income per common share | 6,227,646 | 4,209,073 | 3,744,606 | |||||||||
Weighted average impact of assumed Series B Preferred Stock conversion | 63,789 | 2,215,900 | 2,586,977 | |||||||||
Weighted average impact of assumed convertible debt | — | 298,725 | — | |||||||||
Weighted average impact of other dilutive equity instruments | 93,356 | 150,088 | 169,239 | |||||||||
Weighted average shares for diluted net income per common share | 6,384,791 | 6,873,786 | 6,500,822 | |||||||||
Net income per common share: | ||||||||||||
Basic | $ | 0.06 | $ | 0.55 | $ | 0.07 | ||||||
Diluted | $ | 0.06 | $ | 0.51 | $ | 0.07 | ||||||
Accounts_Receivable_net_Tables
Accounts Receivable, net (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Receivables [Abstract] | ' | |||||||
Accounts receivable, net | ' | |||||||
Accounts receivable, net, consists of the following: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Gross accounts receivable | $ | 113,015 | $ | 117,853 | ||||
Allowance for doubtful accounts | (9,078 | ) | (11,711 | ) | ||||
Total accounts receivable, net | $ | 103,937 | $ | 106,142 | ||||
Receivables from distributors | ' | |||||||
Receivables from distributors consist of the following: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Billed | $ | 38,532 | $ | 53,057 | ||||
Unbilled | 50,443 | 51,368 | ||||||
Total | $ | 88,975 | $ | 104,425 | ||||
Inventory_net_Tables
Inventory, net (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Summary of inventory, net | ' | |||||||
Inventory, net, consists of the following: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Raw materials | $ | 12,358 | $ | 17,717 | ||||
Finished goods | 15,723 | 23,779 | ||||||
Allowance for obsolescence | (14,218 | ) | (16,159 | ) | ||||
Total inventory, net | $ | 13,863 | $ | 25,337 | ||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||
Summary of intangible assets | ' | |||||||||||||||||||||||||
Our intangible assets include the following: | ||||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | |||||||||||||||||||||||||
Weighted Average | Gross | Accumulated | Net Carrying | Gross | Accumulated | Net Carrying | ||||||||||||||||||||
Useful Lives | Carrying | Amortization | Value | Carrying | Amortization | Value | ||||||||||||||||||||
Value | Value | |||||||||||||||||||||||||
Due to the Merger: | ||||||||||||||||||||||||||
Indefinite life intangible assets: | ||||||||||||||||||||||||||
FCC licenses | Indefinite | $ | 2,083,654 | $ | — | $ | 2,083,654 | $ | 2,083,654 | $ | — | $ | 2,083,654 | |||||||||||||
Trademark | Indefinite | 250,000 | — | 250,000 | 250,000 | — | 250,000 | |||||||||||||||||||
Definite life intangible assets: | ||||||||||||||||||||||||||
Subscriber relationships | 9 years | 380,000 | (271,372 | ) | 108,628 | 380,000 | (233,317 | ) | 146,683 | |||||||||||||||||
Licensing agreements | 9.1 years | 45,289 | (19,604 | ) | 25,685 | 78,489 | (44,161 | ) | 34,328 | |||||||||||||||||
Proprietary software | 6 years | 16,552 | (13,384 | ) | 3,168 | 16,552 | (12,777 | ) | 3,775 | |||||||||||||||||
Developed technology | 10 years | 2,000 | (1,083 | ) | 917 | 2,000 | (883 | ) | 1,117 | |||||||||||||||||
Leasehold interests | 7.4 years | 132 | (96 | ) | 36 | 132 | (79 | ) | 53 | |||||||||||||||||
Due to connected vehicle business of Agero: | ||||||||||||||||||||||||||
Definite life intangible assets: | ||||||||||||||||||||||||||
OEM relationships | 15 years | $ | 220,000 | $ | (2,444 | ) | $ | 217,556 | $ | — | $ | — | $ | — | ||||||||||||
Proprietary software | 10 years | 10,663 | (245 | ) | 10,418 | — | — | — | ||||||||||||||||||
Total intangible assets | $ | 3,008,290 | $ | (308,228 | ) | $ | 2,700,062 | $ | 2,810,827 | $ | (291,217 | ) | $ | 2,519,610 | ||||||||||||
Years in which each of our licenses expires | ' | |||||||||||||||||||||||||
We hold FCC licenses to operate our satellite digital audio radio service and provide ancillary services. The following table outlines the years in which each of our licenses expires: | ||||||||||||||||||||||||||
FCC satellite licenses | Expiration year | |||||||||||||||||||||||||
SIRIUS FM-1 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-2 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-3 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-5 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-6 (1) | ||||||||||||||||||||||||||
XM-1 | 2014 | |||||||||||||||||||||||||
XM-2 | 2014 | |||||||||||||||||||||||||
XM-3 | 2021 | |||||||||||||||||||||||||
XM-4 | 2014 | |||||||||||||||||||||||||
XM-5 | 2018 | |||||||||||||||||||||||||
-1 | The FCC license for our FM-6 satellite will be issued for a period of eight years, beginning on the date we certify to the FCC that the satellite has been successfully placed into orbit and that the operations of the satellite fully conform to the terms and conditions of the space station radio authorization. | |||||||||||||||||||||||||
Expected amortization expense for each of the fiscal years | ' | |||||||||||||||||||||||||
Expected amortization expense for each of the fiscal years 2014 through 2018 and for periods thereafter is as follows: | ||||||||||||||||||||||||||
Year ending December 31, | Amount | |||||||||||||||||||||||||
2014 | $ | 55,016 | ||||||||||||||||||||||||
2015 | 51,700 | |||||||||||||||||||||||||
2016 | 48,545 | |||||||||||||||||||||||||
2017 | 34,882 | |||||||||||||||||||||||||
2018 | 19,463 | |||||||||||||||||||||||||
Thereafter | 156,802 | |||||||||||||||||||||||||
Total definite life intangible assets, net | $ | 366,408 | ||||||||||||||||||||||||
Interest_Costs_Tables
Interest Costs (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Interest Costs Disclosure [Abstract] | ' | |||||||||||
Interest costs | ' | |||||||||||
The following is a summary of our interest costs: | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Interest costs charged to expense | $ | 204,671 | $ | 265,321 | $ | 304,938 | ||||||
Interest costs capitalized | 26,445 | 31,982 | 33,522 | |||||||||
Total interest costs incurred | $ | 231,116 | $ | 297,303 | $ | 338,460 | ||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and equipment, net | ' | |||||||
Property and equipment, net, consists of the following: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Satellite system | $ | 2,407,423 | $ | 1,943,537 | ||||
Terrestrial repeater network | 109,367 | 112,482 | ||||||
Leasehold improvements | 46,173 | 44,938 | ||||||
Broadcast studio equipment | 59,020 | 55,823 | ||||||
Capitalized software and hardware | 298,267 | 232,753 | ||||||
Satellite telemetry, tracking and control facilities | 63,944 | 62,734 | ||||||
Furniture, fixtures, equipment and other | 67,275 | 76,028 | ||||||
Land | 38,411 | 38,411 | ||||||
Building | 58,662 | 57,816 | ||||||
Construction in progress | 103,148 | 417,124 | ||||||
Total property and equipment | 3,251,690 | 3,041,646 | ||||||
Accumulated depreciation and amortization | (1,657,116 | ) | (1,469,724 | ) | ||||
Property and equipment, net | $ | 1,594,574 | $ | 1,571,922 | ||||
Construction in progress | ' | |||||||
Construction in progress consists of the following: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Satellite system | $ | 11,879 | $ | 376,825 | ||||
Terrestrial repeater network | 30,078 | 17,224 | ||||||
Capitalized software | 39,924 | 18,083 | ||||||
Other | 21,267 | 4,992 | ||||||
Construction in progress | $ | 103,148 | $ | 417,124 | ||||
Summary of orbiting satellites | ' | |||||||
The chart below provides certain information on these satellites: | ||||||||
Satellite Designation | Year Delivered | Estimated End of | ||||||
Depreciable Life | ||||||||
FM-1* | 2000 | 2013 | ||||||
FM-2* | 2000 | 2013 | ||||||
FM-3 | 2000 | 2015 | ||||||
FM-5 | 2009 | 2024 | ||||||
FM-6 | 2013 | 2028 | ||||||
XM-1* | 2001 | 2013 | ||||||
XM-2* | 2001 | 2013 | ||||||
XM-3 | 2005 | 2020 | ||||||
XM-4 | 2006 | 2021 | ||||||
XM-5 | 2010 | 2025 | ||||||
* Satellite was fully depreciated as of December 31, 2013 but is still in operation. |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | |||||||||||||||||||||||||||||||||||||||
Summary of Related Party Balances | ' | |||||||||||||||||||||||||||||||||||||||
We had the following related party balances at December 31, 2013 and 2012: | ||||||||||||||||||||||||||||||||||||||||
Related party current assets | Related party long-term assets | Related party current liabilities | Related party long-term liabilities | Related party debt | ||||||||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||||||||
Liberty Media | $ | 278 | $ | — | $ | — | $ | 757 | $ | 15,766 | $ | 3,980 | $ | — | $ | — | $ | 10,959 | $ | 208,906 | ||||||||||||||||||||
Sirius XM Canada | 8,867 | 13,167 | 27,619 | 44,197 | 4,554 | 2,776 | 16,337 | 18,966 | — | — | ||||||||||||||||||||||||||||||
M-Way | — | — | 2,545 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Total | $ | 9,145 | $ | 13,167 | $ | 30,164 | $ | 44,954 | $ | 20,320 | $ | 6,756 | $ | 16,337 | $ | 18,966 | $ | 10,959 | $ | 208,906 | ||||||||||||||||||||
Liberty Media [Member] | ' | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | |||||||||||||||||||||||||||||||||||||||
Summary of Related Party Long Term Debt | ' | |||||||||||||||||||||||||||||||||||||||
Liberty Media has advised us that as of December 31, 2013 and 2012 it also owned the following: | ||||||||||||||||||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||||||||||||||||
7% Exchangeable Senior Subordinated Notes due 2014 | $ | 11,000 | $ | 11,000 | ||||||||||||||||||||||||||||||||||||
8.75% Senior Notes due 2015 | — | 150,000 | ||||||||||||||||||||||||||||||||||||||
7.625% Senior Notes due 2018 | — | 50,000 | ||||||||||||||||||||||||||||||||||||||
Total principal debt | 11,000 | 211,000 | ||||||||||||||||||||||||||||||||||||||
Less: discounts | 41 | 2,094 | ||||||||||||||||||||||||||||||||||||||
Total carrying value of debt | $ | 10,959 | $ | 208,906 | ||||||||||||||||||||||||||||||||||||
Sirius XM Canada [Member] | ' | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | |||||||||||||||||||||||||||||||||||||||
Schedule of Current Assets | ' | |||||||||||||||||||||||||||||||||||||||
We had the following Related party current asset balances attributable to Sirius XM Canada at December 31, 2013 and 2012: | ||||||||||||||||||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||||||||||||||||
Deferred programming costs and accrued interest | $ | 2,782 | $ | 4,350 | ||||||||||||||||||||||||||||||||||||
Dividends receivable | — | 6,176 | ||||||||||||||||||||||||||||||||||||||
Chip set and other services reimbursement | 2,387 | 2,641 | ||||||||||||||||||||||||||||||||||||||
Fair value of host contract of debenture | 3,641 | — | ||||||||||||||||||||||||||||||||||||||
Fair value of embedded derivative of debenture | 57 | — | ||||||||||||||||||||||||||||||||||||||
Total | $ | 8,867 | $ | 13,167 | ||||||||||||||||||||||||||||||||||||
Schedule of Non Current Assets | ' | |||||||||||||||||||||||||||||||||||||||
Related party long-term asset balances attributable to Sirius XM Canada consisted of the following: | ||||||||||||||||||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||||||||||||||||
Non-interest bearing note, principal | $ | 376 | $ | 404 | ||||||||||||||||||||||||||||||||||||
Fair value of host contract of debenture | — | 3,877 | ||||||||||||||||||||||||||||||||||||||
Fair value of embedded derivative of debenture | — | 9 | ||||||||||||||||||||||||||||||||||||||
Investment balance* | 26,972 | 37,983 | ||||||||||||||||||||||||||||||||||||||
Deferred programming costs and other receivables | 271 | 1,924 | ||||||||||||||||||||||||||||||||||||||
Total | $ | 27,619 | $ | 44,197 | ||||||||||||||||||||||||||||||||||||
* The investment balance included equity method goodwill and intangible assets of $26,161 and $27,615 as of December 31, 2013 and 2012, respectively. | ||||||||||||||||||||||||||||||||||||||||
Schedule of Related Party Liabilities | ' | |||||||||||||||||||||||||||||||||||||||
Related party liabilities attributable to Sirius XM Canada consisted of the following: | ||||||||||||||||||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||||||||||||||||
Deferred revenue for NHL licensing fees | $ | 1,500 | $ | — | ||||||||||||||||||||||||||||||||||||
Carrying value of deferred revenue | 18,966 | 21,742 | ||||||||||||||||||||||||||||||||||||||
Deferred revenue for software licensing fees and other | 425 | — | ||||||||||||||||||||||||||||||||||||||
Total | $ | 20,891 | $ | 21,742 | ||||||||||||||||||||||||||||||||||||
Revenue from Related Party Transactions | ' | |||||||||||||||||||||||||||||||||||||||
We recorded the following revenue from Sirius XM Canada as Other revenue in our consolidated statements of comprehensive income: | ||||||||||||||||||||||||||||||||||||||||
For the Years Ended December 31, | ||||||||||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 * | ||||||||||||||||||||||||||||||||||||||
Royalty income | $ | 35,411 | $ | 31,368 | $ | 13,735 | ||||||||||||||||||||||||||||||||||
Amortization of Sirius XM Canada deferred income | 2,776 | 2,776 | 1,388 | |||||||||||||||||||||||||||||||||||||
Licensing fee revenue | 5,012 | 4,500 | 3,000 | |||||||||||||||||||||||||||||||||||||
Advertising and other reimbursements | 3,001 | 833 | 417 | |||||||||||||||||||||||||||||||||||||
Streaming revenue | 2,735 | — | — | |||||||||||||||||||||||||||||||||||||
Total revenue from Sirius XM Canada | $ | 48,935 | $ | 39,477 | $ | 18,540 | ||||||||||||||||||||||||||||||||||
* Sirius XM Canada commenced operations in June 2011. | ||||||||||||||||||||||||||||||||||||||||
Sirius Canada [Member] | ' | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | |||||||||||||||||||||||||||||||||||||||
Revenue from Related Party Transactions | ' | |||||||||||||||||||||||||||||||||||||||
We recorded the following revenue from Sirius Canada. Royalty income is included in Other revenue and dividend income is included in Interest and investment income in our consolidated statements of comprehensive income: | ||||||||||||||||||||||||||||||||||||||||
For the Year Ended December 31, | ||||||||||||||||||||||||||||||||||||||||
2011 * | ||||||||||||||||||||||||||||||||||||||||
Royalty income | $ | 9,945 | ||||||||||||||||||||||||||||||||||||||
Dividend income | 460 | |||||||||||||||||||||||||||||||||||||||
Total revenue from Sirius Canada | $ | 10,405 | ||||||||||||||||||||||||||||||||||||||
* Sirius Canada combined with XM Canada in June 2011. | ||||||||||||||||||||||||||||||||||||||||
XM Canada [Member] | ' | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | |||||||||||||||||||||||||||||||||||||||
Revenue from Related Party Transactions | ' | |||||||||||||||||||||||||||||||||||||||
We recorded the following revenue from XM Canada as Other revenue in our consolidated statements of comprehensive income: | ||||||||||||||||||||||||||||||||||||||||
For the Year Ended December 31, | ||||||||||||||||||||||||||||||||||||||||
2011 * | ||||||||||||||||||||||||||||||||||||||||
Amortization of XM Canada deferred income | $ | 1,388 | ||||||||||||||||||||||||||||||||||||||
Subscriber and activation fee royalties | 5,483 | |||||||||||||||||||||||||||||||||||||||
Licensing fee revenue | 3,000 | |||||||||||||||||||||||||||||||||||||||
Advertising reimbursements | 833 | |||||||||||||||||||||||||||||||||||||||
Total revenue from XM Canada | $ | 10,704 | ||||||||||||||||||||||||||||||||||||||
* XM Canada combined with Sirius Canada in June 2011. |
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||
Schedule of Long-term Debt Instruments | ' | ||||||||||||||||||||
Our debt as of December 31, 2013 and 2012 consisted of the following: | |||||||||||||||||||||
Carrying balance at December 31, | |||||||||||||||||||||
Issuer | Issued | Debt | Maturity Date | Interest Payable | Principal Amount | 2013 | 2012 (h) | ||||||||||||||
Sirius XM and Holdings | Aug-08 | 7% Exchangeable | December 1, 2014 | semi-annually on June 1 and December 1 | $ | 502,370 | $ | 500,481 | $ | 545,888 | |||||||||||
(a)(b) | Senior Subordinated Notes (the "Exchangeable Notes") | ||||||||||||||||||||
Sirius XM | Mar-10 | 8.75% Senior Notes | April 1, 2015 | semi-annually on April 1 and October 1 | 800,000 | — | 792,944 | ||||||||||||||
(a)(c)(d) | (the "8.75% Notes") | ||||||||||||||||||||
Sirius XM | Oct-10 | 7.625% Senior Notes | November 1, 2018 | semi-annually on May 1 and November 1 | 700,000 | — | 690,353 | ||||||||||||||
(a)(c)(e) | (the "7.625% Notes") | ||||||||||||||||||||
Sirius XM | May-13 | 4.25% Senior Notes | May 15, 2020 | semi-annually on May 15 and November 15 | 500,000 | 494,809 | — | ||||||||||||||
(a)(c) | (the "4.25% Notes") | ||||||||||||||||||||
Sirius XM | Sep-13 | 5.875% Senior Notes | October 1, 2020 | semi-annually on April 1 and October 1 | 650,000 | 642,914 | — | ||||||||||||||
(a)(c) | (the "5.875% Notes") | ||||||||||||||||||||
Sirius XM | Aug-13 | 5.75% Senior Notes | August 1, 2021 | semi-annually on February 1 and August 1 | 600,000 | 594,499 | — | ||||||||||||||
(a)(c) | (the "5.75% Notes") | ||||||||||||||||||||
Sirius XM | Aug-12 | 5.25% Senior Notes | August 15, 2022 | semi-annually on February 15 and August 15 | 400,000 | 394,648 | 394,174 | ||||||||||||||
(a)(c) | (the "5.25% Notes") | ||||||||||||||||||||
Sirius XM | May-13 | 4.625% Senior Notes | May 15, 2023 | semi-annually on May15 and November 15 | 500,000 | 494,653 | — | ||||||||||||||
(a)(c) | (the "4.625% Notes") | ||||||||||||||||||||
Sirius XM | Dec-12 | Senior Secured Revolving Credit Facility (the "Credit Facility") | 5-Dec-17 | variable fee paid quarterly | 1,250,000 | 460,000 | — | ||||||||||||||
(f) | |||||||||||||||||||||
Sirius XM | Various | Capital leases | Various | n/a | n/a | 19,591 | 11,861 | ||||||||||||||
Total Debt | 3,601,595 | 2,435,220 | |||||||||||||||||||
Less: total current maturities (g) | 507,774 | 4,234 | |||||||||||||||||||
Total long-term | 3,093,821 | 2,430,986 | |||||||||||||||||||
Less: long-term related party | — | 208,906 | |||||||||||||||||||
Total long-term, excluding related party | $ | 3,093,821 | $ | 2,222,080 | |||||||||||||||||
(a) | The carrying balance of the Notes are net of the remaining unamortized original issue discount. | ||||||||||||||||||||
(b) | The Exchangeable Notes are senior subordinated obligations and rank junior in right of payment to our existing and future senior debt and equally in right of payment with our existing and future senior subordinated debt. Substantially all of our domestic wholly-owned subsidiaries guarantee our obligations under these Notes on a senior subordinated basis. The Exchangeable Notes are exchangeable at any time at the option of the holder into shares of our common stock at an exchange rate of 543.1372 shares of common stock per $1,000 principal amount of the notes, which is equivalent to an approximate exchange price of $1.841 per share of common stock. In connection with the fundamental change that occurred on January 17, 2013 and the subsequent offer that was made to each holder of the Exchangeable Notes on February 1, 2013, $47,630 in principal amount of the Exchangeable Notes were converted resulting in the issuance of 27,687,850 shares of our common stock. As a result of this conversion, we retired $47,630 in principal amount of the Exchangeable Notes and recognized a proportionate share of unamortized discount and deferred financing fees of $2,533 to Additional paid-in capital for the year ended December 31, 2013. No loss was recognized as a result of the conversion. 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. During the year ended 2012, the Exchangeable Notes were considered to be dilutive. | ||||||||||||||||||||
(c) | Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes. | ||||||||||||||||||||
(d) | During the year ended December 31, 2013, we purchased $800,000 in aggregate principal amount of the 8.75% Notes for an aggregate purchase price, including premium and interest, of $927,860. We recognized an aggregate loss on the extinguishment of the 8.75% Notes of $104,818 during the year ended December 31, 2013, consisting primarily of unamortized discount, deferred financing fees and repayment premium, to Loss on extinguishment of debt and credit facilities, net. | ||||||||||||||||||||
(e) | During the year ended December 31, 2013, we purchased $700,000 in aggregate principal amount of the 7.625% Notes for an aggregate purchase price, including premium and interest, of $797,830. We recognized an aggregate loss on the extinguishment of the 7.625% Notes of $85,759 during the year ended December 31, 2013, consisting primarily of unamortized discount, deferred financing fees and repayment premium, to Loss on extinguishment of debt and credit facilities, net. | ||||||||||||||||||||
(f) | In December 2012, Sirius XM entered into a five-year Credit Facility with a syndicate of financial institutions for $1,250,000. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Borrowings under the Credit Facility are used for working capital and other general corporate purposes, including dividends, financing of acquisitions and share repurchases. Interest on borrowings is payable on a quarterly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which is currently 0.35% per annum and is payable on a quarterly basis. As of December 31, 2013, $790,000 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 sheet as of December 31, 2013 due to the long-term maturity of this debt. | ||||||||||||||||||||
(g) | This balance includes $10,959 in related party current maturities as of December 31, 2013. | ||||||||||||||||||||
(h) | During the year ended December 31, 2012, we purchased $257,000 of our then outstanding 9.75% Senior Secured Notes due 2015 (the "9.75% Notes") for an aggregate purchase price, including interest, of $281,698. We recognized an aggregate loss on the extinguishment of the 9.75% Notes of $22,184 during the year ended December 31, 2012, consisting primarily of unamortized discount, deferred financing fees and repayment premium, to Loss on extinguishment of debt and credit facilities, net. During the year ended December 31, 2012, we purchased $778,500 of our then outstanding 13% Senior Notes due 2013 (the "13% Notes") for an aggregate purchase price, including interest, of $879,133. We recognized an aggregate loss on the extinguishment of these 13% Notes of $110,542 during the year ended December 31, 2012, consisting primarily of unamortized discount, deferred financing fees and repayment premium, to Loss on extinguishment of debt and credit facilities, net. | ||||||||||||||||||||
Schedule of Debt | ' | ||||||||||||||||||||
The following table reconciles total current debt held at Holdings to the total current and long-term debt held at Sirius XM as of December 31, 2013: | |||||||||||||||||||||
Carrying amount at December 31, 2013 | |||||||||||||||||||||
Total current debt at Holdings | $ | 507,774 | |||||||||||||||||||
Additional fair value associated with the Exchangeable Notes (a) | 466,815 | ||||||||||||||||||||
Total current debt at Sirius XM | $ | 974,589 | |||||||||||||||||||
Total long-term debt | $ | 3,093,821 | |||||||||||||||||||
Total debt at Sirius XM | $ | 4,068,410 | |||||||||||||||||||
(a) | In connection with our corporate reorganization in November 2013, the Exchangeable Notes were amended such that the settlement of the conversion feature is into shares of Holdings' common stock and Holdings and Sirius XM became co-obligors with respect to the Exchangeable Notes. As of December 31, 2013, $466,815 was recorded to Sirius XM's consolidated balance sheet in Current maturities of long-term debt for the fair value of the Exchangeable Notes in excess of the carrying amount. Changes in fair value are recorded in Loss on fair value of debt and equity instruments within Sirius XM's consolidated statements of comprehensive income. We recognized $466,815 in Loss on fair value of debt and equity instruments during the year ended December 31, 2013. The additional fair value in excess of the carrying amount of this instrument is eliminated in Holdings' consolidated balance sheets and statements of comprehensive income. |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Stockholders' Equity Attributable to Parent [Abstract] | ' | |||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights | ' | |||||||||
Number of Warrants Outstanding | ||||||||||
December 31, | ||||||||||
(warrants in thousands) | Average Exercise Price | Expiration Date | 2013 | 2012 | ||||||
NFL | $2.50 | Mar-15 | 16,667 | 16,667 | ||||||
Other distributors and programming providers | $3.00 | Jun-14 | 1,788 | 1,788 | ||||||
Total | 18,455 | 18,455 | ||||||||
Benefit_Plans_Tables
Benefit Plans (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||
Fair value of options granted to employees and members of our board of directors | ' | ||||||||||||
The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees and members of our board of directors: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Risk-free interest rate | 1.40% | 0.80% | 1.10% | ||||||||||
Expected life of options — years | 4.73 | 5.06 | 5.27 | ||||||||||
Expected stock price volatility | 47% | 49% | 68% | ||||||||||
Expected dividend yield | 0% | 0% | 0% | ||||||||||
Stock options activity under share-based payment plans | ' | ||||||||||||
The following table summarizes stock option activity under our share-based plans for the years ended December 31, 2013, 2012 and 2011 (options in thousands): | |||||||||||||
Options | Weighted- | Weighted-Average | Aggregate | ||||||||||
Average | Remaining | Intrinsic | |||||||||||
Exercise | Contractual Term | Value | |||||||||||
Price (1) | (Years) | ||||||||||||
Outstanding at the beginning of January 1, 2011 | 401,870 | $ | 1.32 | ||||||||||
Granted | 77,450 | $ | 1.8 | ||||||||||
Exercised | (13,300 | ) | $ | 0.87 | |||||||||
Forfeited, cancelled or expired | (26,440 | ) | $ | 4.15 | |||||||||
Outstanding as of December 31, 2011 | 439,580 | $ | 1.25 | ||||||||||
Granted | 58,626 | $ | 2.53 | ||||||||||
Exercised | (214,199 | ) | $ | 0.59 | |||||||||
Forfeited, cancelled or expired | (9,495 | ) | $ | 3.09 | |||||||||
Outstanding as of December 31, 2012 | 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 | 7.12 | $ | 327,398 | |||||||
Exercisable as of December 31, 2013 | 114,278 | $ | 2.26 | 5.29 | $ | 179,549 | |||||||
-1 | The weighted-average exercise price for options outstanding as of December 28, 2012 were adjusted in 2012 to reflect the reduction to the exercise price related to the December 2012 special cash dividend. | ||||||||||||
Summary of restricted stock unit activity | ' | ||||||||||||
The following table summarizes the nonvested restricted stock award and restricted stock unit activity under our share-based plans for the years ended December 31, 2013, 2012 and 2011 (shares in thousands): | |||||||||||||
Shares | Grant Date Fair Value | ||||||||||||
Nonvested as of January 1, 2011 | 2,397 | $ | 2.57 | ||||||||||
Granted | — | $ | — | ||||||||||
Vested restricted stock awards | (1,854 | ) | $ | 3.3 | |||||||||
Vested restricted stock units | (101 | ) | $ | 3.08 | |||||||||
Forfeited | (21 | ) | $ | 3.05 | |||||||||
Nonvested as of December 31, 2011 | 421 | $ | 1.46 | ||||||||||
Granted | 8 | $ | — | ||||||||||
Vested restricted stock awards | — | $ | — | ||||||||||
Vested restricted stock units | — | $ | — | ||||||||||
Forfeited | — | $ | — | ||||||||||
Nonvested as of December 31, 2012 | 429 | $ | 3.25 | ||||||||||
Granted | 6,873 | $ | 3.59 | ||||||||||
Vested restricted stock units | (192 | ) | $ | 3.27 | |||||||||
Forfeited | (126 | ) | $ | 3.61 | |||||||||
Nonvested as of December 31, 2013 | 6,984 | $ | 3.58 | ||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Expected contractual cash commitments | ' | |||||||||||||||||||||||||||
The following table summarizes our expected contractual cash commitments as of December 31, 2013: | ||||||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | Total | ||||||||||||||||||||||
Debt obligations | $ | 509,663 | $ | 7,359 | $ | 4,140 | $ | 460,799 | $ | — | $ | 2,650,000 | $ | 3,631,961 | ||||||||||||||
Cash interest payments | 187,905 | 152,440 | 152,255 | 152,699 | 138,063 | 399,813 | 1,183,175 | |||||||||||||||||||||
Satellite and transmission | 37,849 | 13,993 | 4,321 | 3,404 | 3,992 | 16,524 | 80,083 | |||||||||||||||||||||
Programming and content | 245,069 | 218,373 | 96,737 | 72,837 | 60,150 | 108,333 | 801,499 | |||||||||||||||||||||
Marketing and distribution | 32,578 | 15,332 | 9,951 | 6,700 | 6,173 | 6,639 | 77,373 | |||||||||||||||||||||
Satellite incentive payments | 11,511 | 11,439 | 12,290 | 13,212 | 14,212 | 55,398 | 118,062 | |||||||||||||||||||||
Operating lease obligations | 38,181 | 43,053 | 36,860 | 30,475 | 28,825 | 221,626 | 399,020 | |||||||||||||||||||||
Other | 41,021 | 9,989 | 3,209 | 851 | 367 | — | 55,437 | |||||||||||||||||||||
Total (1) | $ | 1,103,777 | $ | 471,978 | $ | 319,763 | $ | 740,977 | $ | 251,782 | $ | 3,458,333 | $ | 6,346,610 | ||||||||||||||
-1 | The table does not include our reserve for uncertain tax positions, which at December 31, 2013 totaled $1,432, 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, 2013 | ||||||||||||
Effective Income Tax Rate Reconciliation [Line Items] | ' | |||||||||||
Schedule of Components of Income Tax Expense (Benefit) | ' | |||||||||||
Income tax expense (benefit) attributable to Holdings consisted of the following: | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current taxes: | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | 5,359 | 1,319 | 3,229 | |||||||||
Foreign | (5,269 | ) | 2,265 | 2,741 | ||||||||
Total current taxes | 90 | 3,584 | 5,970 | |||||||||
Deferred taxes: | ||||||||||||
Federal | 211,044 | (2,729,823 | ) | 3,991 | ||||||||
State | 48,743 | (271,995 | ) | 4,273 | ||||||||
Total deferred taxes | 259,787 | (3,001,818 | ) | 8,264 | ||||||||
Total income tax expense (benefit) | $ | 259,877 | $ | (2,998,234 | ) | $ | 14,234 | |||||
Schedule of Effective Income Tax Rate Reconciliation | ' | |||||||||||
The following table indicates the significant elements contributing to the difference between the federal tax expense (benefit) at the statutory rate and at our effective rate: | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Federal tax expense, at statutory rate | $ | 222,982 | $ | 166,064 | $ | 154,418 | ||||||
State income tax expense, net of federal benefit | 19,031 | 16,606 | 15,751 | |||||||||
State income rate changes | 8,666 | 2,251 | 3,851 | |||||||||
Non-deductible expenses | 9,545 | 477 | 457 | |||||||||
Change in valuation allowance | (4,228 | ) | (3,195,651 | ) | (166,452 | ) | ||||||
Other, net | 3,881 | 12,019 | 6,209 | |||||||||
Income tax expense (benefit) | $ | 259,877 | $ | (2,998,234 | ) | $ | 14,234 | |||||
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 are presented below: | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 2,207,583 | $ | 2,493,239 | ||||||||
GM payments and liabilities | 1,984 | 80,742 | ||||||||||
Deferred revenue | 606,430 | 511,700 | ||||||||||
Severance accrual | 388 | 46 | ||||||||||
Accrued bonus | 25,830 | 23,798 | ||||||||||
Expensed costs capitalized for tax | 22,679 | 26,569 | ||||||||||
Loan financing costs | 664 | 428 | ||||||||||
Investments | 45,078 | 39,915 | ||||||||||
Stock based compensation | 71,794 | 64,636 | ||||||||||
Other | 31,735 | 34,705 | ||||||||||
Total deferred tax assets | 3,014,165 | 3,275,778 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Depreciation of property and equipment | (188,675 | ) | (185,007 | ) | ||||||||
FCC license | (778,152 | ) | (772,550 | ) | ||||||||
Other intangible assets | (233,983 | ) | (165,227 | ) | ||||||||
Total deferred tax liabilities | (1,200,810 | ) | (1,122,784 | ) | ||||||||
Net deferred tax assets before valuation allowance | 1,813,355 | 2,152,994 | ||||||||||
Valuation allowance | (7,831 | ) | (9,835 | ) | ||||||||
Total net deferred tax asset | $ | 1,805,524 | $ | 2,143,159 | ||||||||
Summary of Income Tax Contingencies | ' | |||||||||||
Changes in our uncertain income tax positions, from January 1 through December 31 are presented below: | ||||||||||||
2013 | 2012 | |||||||||||
Balance, beginning of year | $ | 1,432 | $ | 1,432 | ||||||||
Additions for tax positions from prior years | — | — | ||||||||||
Balance, end of year | $ | 1,432 | $ | 1,432 | ||||||||
Sirius XM Radio Inc. [Member] | ' | |||||||||||
Effective Income Tax Rate Reconciliation [Line Items] | ' | |||||||||||
Schedule of Effective Income Tax Rate Reconciliation | ' | |||||||||||
Sirius XM and its wholly-owned subsidiaries are included in the consolidated federal income tax returns of Holdings. However, due to the differences in the Income before income taxes balances between Holdings and Sirius XM in our consolidated statements of comprehensive income, the following table shows the significant elements contributing to the difference between the federal tax expense (benefit) at the statutory rate and at Sirius XM's effective rate: | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Federal tax expense, at statutory rate | $ | 67,684 | $ | 166,064 | $ | 154,418 | ||||||
State income tax expense, net of federal benefit | 4,467 | 16,606 | 15,751 | |||||||||
State income rate changes | 8,666 | 2,251 | 3,851 | |||||||||
Non-deductible expenses | 699 | 477 | 457 | |||||||||
Change in valuation allowance | (4,228 | ) | (3,195,651 | ) | (166,452 | ) | ||||||
Fair value of debt instrument | 178,704 | — | — | |||||||||
Other, net | 3,885 | 12,019 | 6,209 | |||||||||
Income tax expense (benefit) | $ | 259,877 | $ | (2,998,234 | ) | $ | 14,234 | |||||
Quarterly_Financial_DataUnaudi1
Quarterly Financial Data--Unaudited (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Quarterly Financial Data [Line Items] | ' | |||||||||||||||
Schedule of Quarterly Financial Information | ' | |||||||||||||||
Our quarterly results of operations are summarized below: | ||||||||||||||||
Sirius XM Holdings Inc. | ||||||||||||||||
For the Three Months Ended | ||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||
2013 | ||||||||||||||||
Total revenue | $ | 897,398 | $ | 940,110 | $ | 961,509 | $ | 1,000,078 | ||||||||
Cost of services | $ | (330,257 | ) | $ | (331,465 | ) | $ | (336,464 | ) | $ | (396,304 | ) | ||||
Income from operations | $ | 246,931 | $ | 267,736 | $ | 284,529 | $ | 245,357 | ||||||||
Net income | $ | 123,602 | $ | 125,522 | $ | 62,894 | $ | 65,197 | ||||||||
Net income per common share--basic (1) | $ | 0.02 | $ | 0.02 | $ | 0.01 | $ | 0.01 | ||||||||
Net income per common share--diluted (1) | $ | 0.02 | $ | 0.02 | $ | 0.01 | $ | 0.01 | ||||||||
2012 | ||||||||||||||||
Total revenue | $ | 804,722 | $ | 837,543 | $ | 867,360 | $ | 892,415 | ||||||||
Cost of services | $ | (292,309 | ) | $ | (293,975 | ) | $ | (314,204 | ) | $ | (328,882 | ) | ||||
Income from operations | $ | 199,238 | $ | 227,942 | $ | 231,749 | $ | 213,096 | ||||||||
Net income | $ | 107,774 | $ | 3,134,170 | $ | 74,514 | $ | 156,244 | ||||||||
Net income per common share--basic (1) | $ | 0.02 | $ | 0.49 | $ | 0.01 | $ | 0.02 | ||||||||
Net income per common share--diluted (1) | $ | 0.02 | $ | 0.48 | $ | 0.01 | $ | 0.02 | ||||||||
-1 | The sum of quarterly net income per share applicable to common stockholders (basic and diluted) does not necessarily agree to the net income per share for the year due to the timing of common stock issuances. | |||||||||||||||
Sirius XM Radio Inc. [Member] | ' | |||||||||||||||
Quarterly Financial Data [Line Items] | ' | |||||||||||||||
Schedule of Quarterly Financial Information | ' | |||||||||||||||
Sirius XM Radio Inc. | ||||||||||||||||
For the Three Months Ended | ||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||
2013 (1) | ||||||||||||||||
Total revenue | $ | 897,398 | $ | 940,110 | $ | 961,509 | $ | 1,000,078 | ||||||||
Cost of services | $ | (330,257 | ) | $ | (331,465 | ) | $ | (336,464 | ) | $ | (396,304 | ) | ||||
Income from operations | $ | 246,931 | $ | 267,736 | $ | 284,529 | $ | 245,357 | ||||||||
Net income (loss) attributable to Sirius XM's sole stockholder | $ | 123,602 | $ | 125,522 | $ | 62,894 | $ | (378,512 | ) | |||||||
2012 (1) | ||||||||||||||||
Total revenue | $ | 804,722 | $ | 837,543 | $ | 867,360 | $ | 892,415 | ||||||||
Cost of services | $ | (292,309 | ) | $ | (293,975 | ) | $ | (314,204 | ) | $ | (328,882 | ) | ||||
Income from operations | $ | 199,238 | $ | 227,942 | $ | 231,749 | $ | 213,096 | ||||||||
Net income attributable to Sirius XM's sole stockholder | $ | 107,774 | $ | 3,134,170 | $ | 74,514 | $ | 156,244 | ||||||||
-1 | Net income per share for Sirius XM is not presented since Sirius XM is a wholly-owned subsidiary of Holdings. |
Business_Basis_of_Presentation1
Business & Basis of Presentation (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Line | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Number of satellite radio systems | 2 |
Minimum [Member] | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' |
Length of prepaid subscriptions, term | '3 months |
Maximum [Member] | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' |
Length of prepaid subscriptions, term | '12 months |
Business_Basis_of_Presentation2
Business & Basis of Presentation (Details 1) | Dec. 31, 2013 | Jan. 03, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 |
Common Stock [Member] | Subsequent Event [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | |
Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Related party ownership percentage (greater than 50%) | 50.00% | ' | ' | ' | ' | ' | ' |
Proposed share conversion ratio | ' | 0.076 | ' | ' | ' | ' | ' |
Distribution ratio to current shareholders | ' | 2 | ' | ' | ' | ' | ' |
Ownership percentage in related party | ' | 39.00% | ' | ' | ' | ' | ' |
Interest rate on instrument | ' | ' | 7.00% | 7.00% | 7.00% | 7.00% | 7.00% |
Acquisitions_Details
Acquisitions (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Nov. 04, 2013 | Nov. 04, 2013 | Dec. 31, 2013 | Nov. 04, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Agero, Inc. [Member] | Original equipment manufacturer relationships (OEM) [Member] | Original equipment manufacturer relationships (OEM) [Member] | Proprietary software [Member] | Proprietary software [Member] | General and administrative expense [Member] | ||||
Agero, Inc. [Member] | Agero, Inc. [Member] | Agero, Inc. [Member] | Agero, Inc. [Member] | Agero, Inc. [Member] | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to acquire businesses, net of cash acquired | $525,352 | $0 | $0 | $525,352 | ' | ' | ' | ' | ' |
Cash acquired from acquisition | ' | ' | ' | 1,966 | ' | ' | ' | ' | ' |
Goodwill | 2,204,553 | 1,815,365 | ' | 389,462 | ' | ' | ' | ' | ' |
Intangible assets subject to amortization | ' | ' | ' | 230,663 | ' | ' | ' | ' | ' |
Weighted average useful lives (in years) | ' | ' | ' | ' | '15 years | '15 years | '10 years | '10 years | ' |
Acquisition related costs | $2,902 | $0 | $0 | ' | ' | ' | ' | ' | $2,902 |
Details_1
(Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 04, 2013 |
In Thousands, unless otherwise specified | Agero, Inc. [Member] | ||
Acquired Assets: | ' | ' | ' |
Cash and cash equivalents | ' | ' | $1,966 |
Other current assets | ' | ' | 8,669 |
Property and equipment | ' | ' | 26,251 |
Intangible assets subject to amortization | ' | ' | 230,663 |
Goodwill | 2,204,553 | 1,815,365 | 389,462 |
Other assets | ' | ' | 2,695 |
Total assets | ' | ' | 659,706 |
Assumed Liabilities: | ' | ' | ' |
Deferred revenue | ' | ' | -28,404 |
Deferred income tax liabilities, net | ' | ' | -78,127 |
Other liabilities | ' | ' | -25,857 |
Total liabilities | ' | ' | -132,388 |
Total consideration | ' | ' | $527,318 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2013 | |
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 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 1) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ||
Debt, fair value | $4,066,755 | $3,055,076 | ' | ||
Debt, carrying value | 3,601,595 | 2,435,220 | [1] | ' | |
Sirius XM Radio Inc. [Member] | ' | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ||
Loss on fair value of debt and equity instruments | 464,102 | 0 | 0 | ||
Debt, carrying value | 4,068,410 | ' | ' | ||
Sirius XM Canada [Member] | ' | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ||
Investment balance, carrying value | 26,972 | [2] | 37,983 | [2] | ' |
Investment balance, fair value | 432,200 | 290,900 | ' | ||
Related Party Current Liabilities [Member] | Liberty Media [Member] | Level 2 [Member] | Sirius XM Holdings Inc. [Member] | ' | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ||
Derivatives asset (liability), fair value | -15,702 | ' | ' | ||
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | ' | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ||
Interest rate on instrument | 7.00% | 7.00% | 7.00% | ||
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | Sirius XM Radio Inc. [Member] | ' | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ||
Loss on fair value of debt and equity instruments | 466,815 | ' | ' | ||
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | Level 2 [Member] | Sirius XM Radio Inc. [Member] | ' | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ||
Convertible debt, fair value | $466,815 | [3] | ' | ' | |
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | Liberty Media [Member] | ' | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ||
Interest rate on instrument | 7.00% | 7.00% | ' | ||
8% Convertible Unsecured Subordinated Debentures [Member] | Sirius XM Canada [Member] | ' | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ||
Interest rate on instrument | 8.00% | ' | ' | ||
8% Convertible Unsecured Subordinated Debentures [Member] | Sirius XM Canada [Member] | Level 3 [Member] | ' | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ||
Interest rate on instrument | 8.00% | ' | ' | ||
[1] | During the year ended December 31, 2012, we purchased $257,000 of our then outstanding 9.75% Senior Secured Notes due 2015 (the "9.75% Notes") for an aggregate purchase price, including interest, of $281,698. We recognized an aggregate loss on the extinguishment of the 9.75% Notes of $22,184 during the year ended December 31, 2012, consisting primarily of unamortized discount, deferred financing fees and repayment premium, to Loss on extinguishment of debt and credit facilities, net. During the year ended December 31, 2012, we purchased $778,500 of our then outstanding 13% Senior Notes due 2013 (the "13% Notes") for an aggregate purchase price, including interest, of $879,133. We recognized an aggregate loss on the extinguishment of these 13% Notes of $110,542 during the year ended December 31, 2012, consisting primarily of unamortized discount, deferred financing fees and repayment premium, to Loss on extinguishment of debt and credit facilities, net. | ||||
[2] | The investment balance included equity method goodwill and intangible assets of $26,161 and $27,615 as of December 31, 2013 and 2012, respectively. | ||||
[3] | In connection with our corporate reorganization in November 2013, the Exchangeable Notes were amended such that the settlement of the conversion feature is into shares of Holdings' common stock and Holdings and Sirius XM became co-obligors with respect to the Exchangeable Notes. As of December 31, 2013, $466,815 was recorded to Sirius XM's consolidated balance sheet in Current maturities of long-term debt for the fair value of the Exchangeable Notes in excess of the carrying amount. Changes in fair value are recorded in Loss on fair value of debt and equity instruments within Sirius XM's consolidated statements of comprehensive income. We recognized $466,815 in Loss on fair value of debt and equity instruments during the year ended December 31, 2013. The additional fair value in excess of the carrying amount of this instrument is eliminated in Holdings' consolidated balance sheets and statements of comprehensive income. |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Accounting Policies [Abstract] | ' | ' | ' |
Equity method investment, period for income (loss) recognition, one month lag | '1 month | ' | ' |
Impairment of long-lived assets | $0 | $0 | $0 |
Advertising expense | 178,364,000 | 139,830,000 | 116,694,000 |
Standard product warranty period | '90 days | ' | ' |
Research and development expense | 50,564,000 | 42,605,000 | 48,574,000 |
Valuation allowance | 7,831,000 | 9,835,000 | ' |
Accumulated other comprehensive (loss) income, net of tax | -308,000 | 120,000 | ' |
Foreign currency translation adjustment (loss), net of tax | -428,000 | 49,000 | -140,000 |
Foreign currency translation adjustment, tax (benefit) | 200,000 | 48,000 | 11,000 |
Realized loss on XM Canada investment foreign currency translation adjustment | $0 | $0 | $6,072,000 |
Earnings_per_Share_Details
Earnings per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||||||
Numerator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Net income | $65,197 | $62,894 | $125,522 | $123,602 | $156,244 | $74,514 | $3,134,170 | $107,774 | $377,215 | $3,472,702 | $426,961 | ||||||||
Less: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Allocation of undistributed income to Series B Preferred Stock | ' | ' | ' | ' | ' | ' | ' | ' | -3,825 | -1,084,895 | -174,449 | ||||||||
Dividends paid to preferred stockholders | ' | ' | ' | ' | ' | ' | ' | ' | 0 | -64,675 | 0 | ||||||||
Net income available to common stockholders for basic net income per common share | ' | ' | ' | ' | ' | ' | ' | ' | 373,390 | 2,323,132 | 252,512 | ||||||||
Add back: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Allocation of undistributed income to Series B Preferred Stock | ' | ' | ' | ' | ' | ' | ' | ' | 3,825 | 1,084,895 | 174,449 | ||||||||
Dividends paid to preferred stockholders | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 64,675 | 0 | ||||||||
Effect of interest on assumed conversions of convertible debt | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 38,500 | 0 | ||||||||
Net income available to common stockholders for diluted net income per common share | ' | ' | ' | ' | ' | ' | ' | ' | $377,215 | $3,511,202 | $426,961 | ||||||||
Denominator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Weighted average common shares outstanding for basic net income per common share (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 6,227,646 | 4,209,073 | 3,744,606 | ||||||||
Weighted average impact of assumed Series B Preferred Stock conversion (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 63,789 | 2,215,900 | 2,586,977 | ||||||||
Weighted average impact of assumed convertible debt (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 298,725 | 0 | ||||||||
Weighted average impact of other dilutive equity instruments (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 93,356 | 150,088 | 169,239 | ||||||||
Weighted average shares for diluted net income per common share (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 6,384,791 | 6,873,786 | 6,500,822 | ||||||||
Net income per common share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Basic (in dollars per share) | $0.01 | [1] | $0.01 | [1] | $0.02 | [1] | $0.02 | [1] | $0.02 | [1] | $0.01 | [1] | $0.49 | [1] | $0.02 | [1] | $0.06 | $0.55 | $0.07 |
Diluted (in dollars per share) | $0.01 | [1] | $0.01 | [1] | $0.02 | [1] | $0.02 | [1] | $0.02 | [1] | $0.01 | [1] | $0.48 | [1] | $0.02 | [1] | $0.06 | $0.51 | $0.07 |
[1] | The sum of quarterly net income per share applicable to common stockholders (basic and 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_Details_Tex
Earnings per Share (Details Textual) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 18, 2013 | Sep. 30, 2012 | Jan. 18, 2013 | Jan. 31, 2013 | Sep. 30, 2012 | |
Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | ||||
Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of preferred stock to common stock (in shares) | ' | ' | ' | 6,250,100 | 6,249,900 | 6,250,100 | 6,249,900 | 1,293,509,076 | 1,293,509,076 | 1,293,467,684 |
Anti-dilutive common stock equivalents (in shares) | 365,177,000 | 147,125,000 | 419,752,000 | ' | ' | ' | ' | ' | ' | ' |
Accounts_Receivable_net_Detail
Accounts Receivable, net (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounts receivable, net | ' | ' |
Gross accounts receivable | $113,015 | $117,853 |
Allowance for doubtful accounts | -9,078 | -11,711 |
Total accounts receivable, net | $103,937 | $106,142 |
Accounts_Receivable_net_Detail1
Accounts Receivable, net (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Receivables from distributors | ' | ' |
Receivables from distributors | $88,975 | $104,425 |
Billed [Member] | ' | ' |
Receivables from distributors | ' | ' |
Receivables from distributors | 38,532 | 53,057 |
Unbilled [Member] | ' | ' |
Receivables from distributors | ' | ' |
Receivables from distributors | $50,443 | $51,368 |
Inventory_net_Details
Inventory, net (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory, net | ' | ' |
Raw materials | $12,358 | $17,717 |
Finished goods | 15,723 | 23,779 |
Allowance for obsolescence | -14,218 | -16,159 |
Total inventory, net | $13,863 | $25,337 |
Goodwill_Details
Goodwill (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Nov. 04, 2013 | |
Agero, Inc. [Member] | ||||
Goodwill [Line Items] | ' | ' | ' | ' |
Goodwill | $2,204,553,000 | $1,815,365,000 | ' | $389,462,000 |
Impairment loss for goodwill | 0 | 0 | 0 | ' |
Accumulated impairment of goodwill since the Merger | 4,766,190,000 | ' | ' | ' |
Goodwill reduced for the exercise and vesting of certain stock awards | $274,000 | $19,491,000 | $0 | ' |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Nov. 04, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
Summary of definite life intangible assets | ' | ' | ' |
Accumulated amortization | ' | ($308,228) | ($291,217) |
Net carrying value | ' | 366,408 | ' |
Total intangible assets, Gross carrying value | ' | 3,008,290 | 2,810,827 |
Total intangible assets, Net carrying value | ' | 2,700,062 | 2,519,610 |
Subscriber relationships [Member] | ' | ' | ' |
Summary of definite life intangible assets | ' | ' | ' |
Weighted average useful lives (in years) | ' | '9 years | ' |
Gross carrying value | ' | 380,000 | 380,000 |
Accumulated amortization | ' | -271,372 | -233,317 |
Net carrying value | ' | 108,628 | 146,683 |
Licensing agreements [Member] | ' | ' | ' |
Summary of definite life intangible assets | ' | ' | ' |
Weighted average useful lives (in years) | ' | '9 years 1 month 6 days | ' |
Gross carrying value | ' | 45,289 | 78,489 |
Accumulated amortization | ' | -19,604 | -44,161 |
Net carrying value | ' | 25,685 | 34,328 |
Proprietary software [Member] | ' | ' | ' |
Summary of definite life intangible assets | ' | ' | ' |
Weighted average useful lives (in years) | ' | '6 years | ' |
Gross carrying value | ' | 16,552 | 16,552 |
Accumulated amortization | ' | -13,384 | -12,777 |
Net carrying value | ' | 3,168 | 3,775 |
Developed technology [Member] | ' | ' | ' |
Summary of definite life intangible assets | ' | ' | ' |
Weighted average useful lives (in years) | ' | '10 years | ' |
Gross carrying value | ' | 2,000 | 2,000 |
Accumulated amortization | ' | -1,083 | -883 |
Net carrying value | ' | 917 | 1,117 |
Leasehold interests [Member] | ' | ' | ' |
Summary of definite life intangible assets | ' | ' | ' |
Weighted average useful lives (in years) | ' | '7 years 4 months 24 days | ' |
Gross carrying value | ' | 132 | 132 |
Accumulated amortization | ' | -96 | -79 |
Net carrying value | ' | 36 | 53 |
FCC licenses [Member] | ' | ' | ' |
Summary of indefinite life intangible assets | ' | ' | ' |
Carrying value | ' | 2,083,654 | 2,083,654 |
Trademark [Member] | ' | ' | ' |
Summary of indefinite life intangible assets | ' | ' | ' |
Carrying value | ' | 250,000 | 250,000 |
Agero, Inc. [Member] | Original equipment manufacturer relationships (OEM) [Member] | ' | ' | ' |
Summary of definite life intangible assets | ' | ' | ' |
Weighted average useful lives (in years) | '15 years | '15 years | ' |
Gross carrying value | ' | 220,000 | 0 |
Accumulated amortization | ' | -2,444 | 0 |
Net carrying value | ' | 217,556 | 0 |
Agero, Inc. [Member] | Proprietary software [Member] | ' | ' | ' |
Summary of definite life intangible assets | ' | ' | ' |
Weighted average useful lives (in years) | '10 years | '10 years | ' |
Gross carrying value | ' | 10,663 | 0 |
Accumulated amortization | ' | -245 | 0 |
Net carrying value | ' | $10,418 | $0 |
Intangible_Assets_Details_1
Intangible Assets (Details 1) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2013 | ||
SIRIUS FM-1 [Member] | ' | ' | |
Years in which licenses expires | ' | ' | |
Year in which our FCC license expires | ' | '2017 | |
SIRIUS FM-2 [Member] | ' | ' | |
Years in which licenses expires | ' | ' | |
Year in which our FCC license expires | ' | '2017 | |
SIRIUS FM-3 [Member] | ' | ' | |
Years in which licenses expires | ' | ' | |
Year in which our FCC license expires | ' | '2017 | |
SIRIUS FM-5 [Member] | ' | ' | |
Years in which licenses expires | ' | ' | |
Year in which our FCC license expires | ' | '2017 | |
SIRIUS FM-6 [Member] | ' | ' | |
Years in which licenses expires | ' | ' | |
Year in which our FCC license expires | ' | ' | [1] |
Expected FCC license expiration term from date of launch | '8 years | ' | |
XM-1 [Member] | ' | ' | |
Years in which licenses expires | ' | ' | |
Year in which our FCC license expires | ' | '2014 | |
XM-2 [Member] | ' | ' | |
Years in which licenses expires | ' | ' | |
Year in which our FCC license expires | ' | '2014 | |
XM-3 [Member] | ' | ' | |
Years in which licenses expires | ' | ' | |
Year in which our FCC license expires | ' | '2021 | |
XM-4 [Member] | ' | ' | |
Years in which licenses expires | ' | ' | |
Year in which our FCC license expires | ' | '2014 | |
XM-5 [Member] | ' | ' | |
Years in which licenses expires | ' | ' | |
Year in which our FCC license expires | ' | '2018 | |
[1] | The FCC license for our FM-6 satellite will be issued for a period of eight years, beginning on the date we certify to the FCC that the satellite has been successfully placed into orbit and that the operations of the satellite fully conform to the terms and conditions of the space station radio authorization. |
Intangible_Assets_Details_2
Intangible Assets (Details 2) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Expected amortization expense for each of the fiscal years | ' |
2014 | $55,016 |
2015 | 51,700 |
2016 | 48,545 |
2017 | 34,882 |
2018 | 19,463 |
Thereafter | 156,802 |
Net carrying value | $366,408 |
Intangible_Assets_Details_Text
Intangible Assets (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Jul. 31, 2008 | Nov. 04, 2013 | Dec. 31, 2013 | Nov. 04, 2013 | Dec. 31, 2013 | |
Subscriber relationships [Member] | Licensing agreements [Member] | Trademarks [Member] | Agero, Inc. [Member] | Agero, Inc. [Member] | Agero, Inc. [Member] | Agero, Inc. [Member] | ||||
Original equipment manufacturer relationships (OEM) [Member] | Original equipment manufacturer relationships (OEM) [Member] | Proprietary software [Member] | Proprietary software [Member] | |||||||
Intangible Assets (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price related to merger | ' | ' | ' | ' | ' | $250,000,000 | ' | ' | ' | ' |
Impairment loss related to indefinite-lived intangibles | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' |
Intangible assets (Additional Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average useful lives (in years) | ' | ' | ' | '9 years | '9 years 1 month 6 days | ' | '15 years | '15 years | '10 years | '10 years |
Amortization expense | 50,011,000 | 53,620,000 | 59,050,000 | ' | ' | ' | ' | ' | ' | ' |
Period increase (decrease) in finite-lived intangible assets | ' | ' | ' | ' | ($33,200,000) | ' | ' | ' | ' | ' |
Interest_Costs_Details
Interest Costs (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Interest Cost | ' | ' | ' |
Interest costs charged to expense | $204,671 | $265,321 | $304,938 |
Interest costs capitalized | 26,445 | 31,982 | 33,522 |
Total interest costs incurred | 231,116 | 297,303 | 338,460 |
Interest Costs (Textual) [Abstract] | ' | ' | ' |
Non cash interest expense included in interest costs | $21,698 | $35,924 | $39,515 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property and equipment, net | ' | ' |
Total property and equipment | $3,251,690 | $3,041,646 |
Accumulated depreciation and amortization | -1,657,116 | -1,469,724 |
Property and equipment, net | 1,594,574 | 1,571,922 |
Satellite system [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 2,407,423 | 1,943,537 |
Terrestrial repeater network [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 109,367 | 112,482 |
Leasehold improvements [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 46,173 | 44,938 |
Broadcast studio equipment [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 59,020 | 55,823 |
Capitalized software and hardware [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 298,267 | 232,753 |
Satellite telemetry, tracking and control facilities [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 63,944 | 62,734 |
Furniture, fixtures, equipment and other [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 67,275 | 76,028 |
Land [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 38,411 | 38,411 |
Building [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | 58,662 | 57,816 |
Construction in progress [Member] | ' | ' |
Property and equipment, net | ' | ' |
Total property and equipment | $103,148 | $417,124 |
Property_and_Equipment_Details1
Property and Equipment (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Construction in progress | ' | ' |
Construction in progress | $103,148 | $417,124 |
Satellite system [Member] | ' | ' |
Construction in progress | ' | ' |
Construction in progress | 11,879 | 376,825 |
Terrestrial repeater network [Member] | ' | ' |
Construction in progress | ' | ' |
Construction in progress | 30,078 | 17,224 |
Capitalized software [Member] | ' | ' |
Construction in progress | ' | ' |
Construction in progress | 39,924 | 18,083 |
Other [Member] | ' | ' |
Construction in progress | ' | ' |
Construction in progress | $21,267 | $4,992 |
Property_and_Equipment_Details2
Property and Equipment (Details 2) | 12 Months Ended | |
Dec. 31, 2013 | ||
SIRIUS FM-1 [Member] | ' | |
Summary of orbiting satellites | ' | |
Orbiting satellites, year delivered | '2000 | [1] |
Orbiting satellites, estimated end of depreciable life | '2013 | [1] |
SIRIUS FM-2 [Member] | ' | |
Summary of orbiting satellites | ' | |
Orbiting satellites, year delivered | '2000 | [1] |
Orbiting satellites, estimated end of depreciable life | '2013 | [1] |
SIRIUS FM-3 [Member] | ' | |
Summary of orbiting satellites | ' | |
Orbiting satellites, year delivered | '2000 | |
Orbiting satellites, estimated end of depreciable life | '2015 | |
SIRIUS FM-5 [Member] | ' | |
Summary of orbiting satellites | ' | |
Orbiting satellites, year delivered | '2009 | |
Orbiting satellites, estimated end of depreciable life | '2024 | |
SIRIUS FM-6 [Member] | ' | |
Summary of orbiting satellites | ' | |
Orbiting satellites, year delivered | '2013 | |
Orbiting satellites, estimated end of depreciable life | '2028 | |
XM-1 [Member] | ' | |
Summary of orbiting satellites | ' | |
Orbiting satellites, year delivered | '2001 | [1] |
Orbiting satellites, estimated end of depreciable life | '2013 | [1] |
XM-2 [Member] | ' | |
Summary of orbiting satellites | ' | |
Orbiting satellites, year delivered | '2001 | [1] |
Orbiting satellites, estimated end of depreciable life | '2013 | [1] |
XM-3 [Member] | ' | |
Summary of orbiting satellites | ' | |
Orbiting satellites, year delivered | '2005 | |
Orbiting satellites, estimated end of depreciable life | '2020 | |
XM-4 [Member] | ' | |
Summary of orbiting satellites | ' | |
Orbiting satellites, year delivered | '2006 | |
Orbiting satellites, estimated end of depreciable life | '2021 | |
XM-5 [Member] | ' | |
Summary of orbiting satellites | ' | |
Orbiting satellites, year delivered | '2010 | |
Orbiting satellites, estimated end of depreciable life | '2025 | |
[1] | Satellite was fully depreciated as of December 31, 2013 but is still in operation. |
Property_and_Equipment_Details3
Property and Equipment (Details Textual) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Satellites | |||
Property, Plant and Equipment [Abstract] | ' | ' | ' |
Depreciation expense on property and equipment | $203,303 | $212,675 | $208,830 |
Disposal of property and equipment | 16,039 | 5,251 | 12,158 |
(Loss) on disposal of assets | -351 | -657 | -269 |
Property and equipment (Textual) [Abstract] | ' | ' | ' |
Number of owned satellites | 10 | ' | ' |
Boeing Satellite Systems International [Member] | ' | ' | ' |
Property and equipment (Textual) [Abstract] | ' | ' | ' |
Number of owned satellites | 4 | ' | ' |
Space Systems/Loral [Member] | ' | ' | ' |
Property and equipment (Textual) [Abstract] | ' | ' | ' |
Number of owned satellites | 6 | ' | ' |
Sirius system [Member] | ' | ' | ' |
Property and equipment (Textual) [Abstract] | ' | ' | ' |
Number of owned satellites | 5 | ' | ' |
XM system [Member] | ' | ' | ' |
Property and equipment (Textual) [Abstract] | ' | ' | ' |
Number of owned satellites | 5 | ' | ' |
SIRIUS FM-6 [Member] | ' | ' | ' |
Property and equipment (Textual) [Abstract] | ' | ' | ' |
Capitalized expenditures, including interest | $87,061 | $32,893 | $81,189 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Related Party Balances | ' | ' |
Related party current assets | $9,145 | $13,167 |
Related party long-term assets | 30,164 | 44,954 |
Related party current liabilities | 20,320 | 6,756 |
Related party long-term liabilities | 16,337 | 18,966 |
Related party debt | 10,959 | 208,906 |
Liberty Media [Member] | ' | ' |
Related Party Balances | ' | ' |
Related party current assets | 278 | 0 |
Related party long-term assets | 0 | 757 |
Related party current liabilities | 15,766 | 3,980 |
Related party long-term liabilities | 0 | 0 |
Related party debt | 10,959 | 208,906 |
Sirius XM Canada [Member] | ' | ' |
Related Party Balances | ' | ' |
Related party current assets | 8,867 | 13,167 |
Related party long-term assets | 27,619 | 44,197 |
Related party current liabilities | 4,554 | 2,776 |
Related party long-term liabilities | 16,337 | 18,966 |
Related party debt | 0 | 0 |
M-Way Solutions GmbH [Member] | ' | ' |
Related Party Balances | ' | ' |
Related party current assets | 0 | 0 |
Related party long-term assets | 2,545 | 0 |
Related party current liabilities | 0 | 0 |
Related party long-term liabilities | 0 | 0 |
Related party debt | $0 | $0 |
Related_Party_Transactions_Det1
Related Party Transactions (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Summary of Related party long term debt | ' | ' | ' | |
Total carrying value of debt | $10,959,000 | 208,906,000 | ' | |
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | ' | ' | ' | |
Summary of Related party long term debt | ' | ' | ' | |
Interest rate on instrument | 7.00% | 7.00% | 7.00% | |
Total principal debt | 502,370,000 | [1] | ' | ' |
Liberty Media [Member] | ' | ' | ' | |
Summary of Related party long term debt | ' | ' | ' | |
Total principal debt | 11,000,000 | 211,000,000 | ' | |
Less: discounts | 41,000 | 2,094,000 | ' | |
Total carrying value of debt | 10,959,000 | 208,906,000 | ' | |
Liberty Media [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | ' | ' | ' | |
Summary of Related party long term debt | ' | ' | ' | |
Interest rate on instrument | 7.00% | 7.00% | ' | |
Total principal debt | 11,000,000 | 11,000,000 | ' | |
Liberty Media [Member] | 8.75% Senior Notes due 2015 [Member] | ' | ' | ' | |
Summary of Related party long term debt | ' | ' | ' | |
Interest rate on instrument | 8.75% | 8.75% | ' | |
Total principal debt | 0 | 150,000,000 | ' | |
Liberty Media [Member] | 7.625% Senior Notes due 2018 [Member] | ' | ' | ' | |
Summary of Related party long term debt | ' | ' | ' | |
Interest rate on instrument | 7.63% | 7.63% | ' | |
Total principal debt | $0 | 50,000,000 | ' | |
[1] | The Exchangeable Notes are senior subordinated obligations and rank junior in right of payment to our existing and future senior debt and equally in right of payment with our existing and future senior subordinated debt. Substantially all of our domestic wholly-owned subsidiaries guarantee our obligations under these Notes on a senior subordinated basis. The Exchangeable Notes are exchangeable at any time at the option of the holder into shares of our common stock at an exchange rate of 543.1372 shares of common stock per $1,000 principal amount of the notes, which is equivalent to an approximate exchange price of $1.841 per share of common stock. In connection with the fundamental change that occurred on January 17, 2013 and the subsequent offer that was made to each holder of the Exchangeable Notes on February 1, 2013, $47,630 in principal amount of the Exchangeable Notes were converted resulting in the issuance of 27,687,850 shares of our common stock. As a result of this conversion, we retired $47,630 in principal amount of the Exchangeable Notes and recognized a proportionate share of unamortized discount and deferred financing fees of $2,533 to Additional paid-in capital for the year ended December 31, 2013. No loss was recognized as a result of the conversion. 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. During the year ended 2012, the Exchangeable Notes were considered to be dilutive. |
Related_Party_Transactions_Det2
Related Party Transactions (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Related Party Transaction [Line Items] | ' | ' |
Total | $9,145 | $13,167 |
Sirius XM Canada [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Deferred programming costs and accrued interest | 2,782 | 4,350 |
Dividends receivable | 0 | 6,176 |
Chip set and other services reimbursement | 2,387 | 2,641 |
Fair value of host contract of debenture | 3,641 | 0 |
Fair value of embedded derivative of debenture | 57 | 0 |
Total | $8,867 | $13,167 |
Related_Party_Transactions_Det3
Related Party Transactions (Details 3) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Related Party Transaction [Line Items] | ' | ' | ||
Total | $30,164 | $44,954 | ||
Sirius XM Canada [Member] | ' | ' | ||
Related Party Transaction [Line Items] | ' | ' | ||
Non-interest bearing note, principal | 376 | 404 | ||
Fair value of host contract of debenture | 0 | 3,877 | ||
Fair value of embedded derivative of debenture | 0 | 9 | ||
Investment balance | 26,972 | [1] | 37,983 | [1] |
Deferred programming costs and other receivables | 271 | 1,924 | ||
Total | 27,619 | 44,197 | ||
Investment, equity method goodwill and intangible assets | $26,161 | $27,615 | ||
[1] | The investment balance included equity method goodwill and intangible assets of $26,161 and $27,615 as of December 31, 2013 and 2012, respectively. |
Related_Party_Transactions_Det4
Related Party Transactions (Details 4) (Sirius XM Canada [Member], USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Related Party Transaction [Line Items] | ' | ' |
Deferred revenue | $20,891 | $21,742 |
Deferred revenue for NHL licensing fees [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Deferred revenue | 1,500 | 0 |
Carrying value of deferred revenue [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Deferred revenue | 18,966 | 21,742 |
Deferred revenue for software licensing fees [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Deferred revenue | $425 | $0 |
Related_Party_Transactions_Det5
Related Party Transactions (Details 5) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Revenue from SIRIUS XM Canada | ' | ' | ' | |
Amortization of Sirius XM Canada deferred income | $2,776 | $2,776 | $2,776 | |
Sirius XM Canada [Member] | ' | ' | ' | |
Revenue from SIRIUS XM Canada | ' | ' | ' | |
Royalty income | 35,411 | 31,368 | 13,735 | [1] |
Amortization of Sirius XM Canada deferred income | 2,776 | 2,776 | 1,388 | [1] |
Licensing fee revenue | 5,012 | 4,500 | 3,000 | [1] |
Advertising and other reimbursements | 3,001 | 833 | 417 | [1] |
Streaming revenue | 2,735 | 0 | 0 | [1] |
Total revenue | $48,935 | $39,477 | $18,540 | [1] |
[1] | Sirius XM Canada commenced operations in June 2011. |
Related_Party_Transactions_Det6
Related Party Transactions (Details 6) (Sirius Canada [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2011 | |
Sirius Canada [Member] | ' | |
Related Party Transaction [Line Items] | ' | |
Royalty income | $9,945 | [1] |
Dividend income | 460 | [1] |
Total revenue | $10,405 | [1] |
[1] | Sirius Canada combined with XM Canada in June 2011. |
Related_Party_Transactions_Det7
Related Party Transactions (Details 7) (XM Canada [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2011 | |
XM Canada [Member] | ' | |
Related Party Transaction [Line Items] | ' | |
Amortization of XM Canada deferred income | $1,388 | [1] |
Subscriber and activation fee royalties | 5,483 | [1] |
Licensing fee revenue | 3,000 | [1] |
Advertising reimbursements | 833 | [1] |
Total revenue | $10,704 | [1] |
[1] | XM Canada combined with Sirius Canada in June 2011. |
Related_Party_Transactions_Det8
Related Party Transactions (Details Textual 1) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 18, 2013 | Sep. 30, 2012 | Mar. 31, 2009 | Jan. 18, 2013 | Jan. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Mar. 31, 2009 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 03, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 09, 2013 | Dec. 31, 2013 | Nov. 12, 2013 | Jan. 23, 2014 | Apr. 25, 2014 | Dec. 31, 2013 | |
Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Executive Officer [Member] | Director [Member] | Subsequent Event [Member] | 8.75% Senior Notes due 2015 [Member] | 8.75% Senior Notes due 2015 [Member] | 7.625% Senior Notes due 2018 [Member] | 7.625% Senior Notes due 2018 [Member] | October 2013 Share Repurchase Program [Member] | October 2013 Share Repurchase Program [Member] | October 2013 Share Repurchase Program [Member] | Amended October 2013 Share Repurchase Program [Member] | Scenario, Forecast [Member] | Related Party Current Liabilities [Member] | ||||
directors | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Subsequent Event [Member] | Amended October 2013 Share Repurchase Program [Member] | Level 2 [Member] | |||||||||
directors | directors | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Common Stock [Member] | Common Stock [Member] | Sirius XM Holdings Inc. [Member] | |||||||||||||||||||||||
Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | ||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity from related party | ' | ' | ' | $530,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | ' | ' | ' | ' | ' | ' | ' | 0 | 6,250,100 | ' | ' | 12,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock Series B, liquidation preference | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Converted preferred stock, percent of outstanding shares of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of preferred stock to common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | 6,250,100 | 6,249,900 | 6,250,100 | 6,249,900 | ' | 1,293,509,076 | 1,293,509,076 | 1,293,467,684 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of additional common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party ownership percentage (greater than 50%) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of related party members on the board of directors | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchase program, authorized amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000,000 | ' | ' | ' | ' | ' |
Stock repurchased and retired during period, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 160,000,000 | ' | ' | ' | ' |
Deferred repurchase amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 240,000,000 | ' | ' |
Remaining amount authorized under the stock repurchase program | 2,237,640,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 340,000,000 | ' |
Share price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.66 | ' | ' | ' |
Proposed share conversion ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.076 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extinguishment of debt, amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000,000 | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' |
Interest rate on instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.75% | 8.75% | 7.63% | 7.63% | ' | ' | ' | ' | ' | ' |
Interest payable, current | 42,085,000 | 33,954,000 | ' | ' | 64,000 | 3,980,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party current liabilities | 20,320,000 | 6,756,000 | ' | ' | 15,766,000 | 3,980,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense associated with debt | 204,671,000 | 265,321,000 | 304,938,000 | ' | 13,514,000 | 30,931,000 | 35,681,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivatives asset (liability), fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($15,702,000) |
Related_Party_Transactions_Det9
Related Party Transactions (Details Textual 2) | 12 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2005 | Jul. 31, 2008 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
USD ($) | USD ($) | USD ($) | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Related Party Class A Stock [Member] | 8% Convertible Unsecured Subordinated Debentures [Member] | Quarterly Dividend [Member] | Quarterly Dividend [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | ||||
CAD | USD ($) | USD ($) | ||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend received from unconsolidated entity investment | $22,065,000 | $1,185,000 | $0 | ' | ' | ' | ' | ' | ' | ' | $16,796,000 | $7,749,000 |
Sirius XM Canada Class A shares owned on a converted basis (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 46,700,000 | ' | ' | ' |
Equity method investment, ownership percentage | ' | ' | ' | 37.50% | ' | ' | ' | ' | ' | ' | ' | ' |
Voting interest | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends receivable | ' | ' | ' | 0 | 6,176,000 | ' | ' | ' | ' | ' | ' | ' |
Face value of 8% convertible unsecured subordinated debentures (in CAD) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' |
Interest rate on instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' |
Initial agreement period with XM Canada | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' |
Number of additional years XM Canada has to extend the agreements under unilateral option | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' |
Royalty for all subscriber fees earned by related party | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' |
Obligation of XM Canada to pay us for the rights to broadcast and market National Hockey League games | ' | ' | ' | ' | ' | ' | 70,300,000 | ' | ' | ' | ' | ' |
Term of obligation of XM Canada for the rights to broadcast and market the National Hockey League | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' |
Estimated fair value of deferred revenue from XM Canada | ' | ' | ' | ' | ' | ' | ' | 34,000,000 | ' | ' | ' | ' |
The Company's share of related party net income (loss) | 5,865,000 | -420,000 | -6,520,000 | 7,319,000 | 554,000 | 1,081,000 | ' | ' | ' | ' | ' | ' |
Amortization expense related to equity method intangible assets | $50,011,000 | $53,620,000 | $59,050,000 | $1,454,000 | $974,000 | $1,556,000 | ' | ' | ' | ' | ' | ' |
Recovered_Sheet1
Related Party Transactions (Details Textual 3) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2005 | Jun. 21, 2011 |
Sirius Canada [Member] | Sirius Canada [Member] | Sirius Canada [Member] | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' |
Equity method investment, ownership percentage | ' | ' | ' | ' | ' | 49.00% |
Royalty percentage in gross revenue minimum | ' | ' | ' | ' | 5.00% | ' |
Royalty percentage in gross revenue maximum | ' | ' | ' | ' | 15.00% | ' |
Costs that have been reimbursed | ' | ' | ' | $5,253 | ' | ' |
The Company's share of related party net income (loss) | -5,865 | 420 | 6,520 | 9,717 | ' | ' |
Payment received from related party in excess of carrying value | ' | ' | ' | $6,748 | ' | ' |
Recovered_Sheet2
Related Party Transactions (Details Textual 4) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Jun. 21, 2011 |
XM Canada [Member] | XM Canada [Member] | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Equity method investment, ownership percentage | ' | ' | ' | ' | 21.50% |
The Company's share of related party net income (loss) | $5,865 | ($420) | ($6,520) | ($6,045) | ' |
Recovered_Sheet3
Related Party Transactions (Details Textual 5) (USD $) | Dec. 31, 2013 | Nov. 04, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Related Party Transaction [Line Items] | ' | ' | ' |
Related party long-term assets | $30,164 | ' | $44,954 |
M-Way Solutions GmbH [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Equity method investment, ownership percentage | ' | 30.00% | ' |
Investment balance | 2,545 | ' | ' |
Related party long-term assets | $2,545 | ' | $0 |
Equity method investment, option to purchase, remaining ownership percentage | ' | 70.00% | ' |
Investments_Details
Investments (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Investments, All Other Investments [Abstract] | ' | ' | ' |
Long-term restricted investments | $5,718 | $3,999 | ' |
Purchases of restricted and other investments | $1,719 | $26 | $826 |
Debt_Details
Debt (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |||||||||||||||||||||
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | ||||||||||||||||||||||||
8.75% Senior Notes due 2015 [Member] | 8.75% Senior Notes due 2015 [Member] | 8.75% Senior Notes due 2015 [Member] | 7.625% Senior Notes due 2018 [Member] | 7.625% Senior Notes due 2018 [Member] | 4.25% Senior Notes Due 2020 [Member] | 4.25% Senior Notes Due 2020 [Member] | 5.875% Senior Notes due 2020 [Member] | 5.875% Senior Notes due 2020 [Member] | 5.75% Senior Notes due 2021 [Member] | 5.75% Senior Notes due 2021 [Member] | 5.25% Senior Notes due 2022 [Member] | 5.25% Senior Notes due 2022 [Member] | 4.625% Senior Notes Due 2023 [Member] | 4.625% Senior Notes Due 2023 [Member] | Senior Secured Revolving Credit Facility [Member] | Senior Secured Revolving Credit Facility [Member] | |||||||||||||||||||||||||||||
Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||||||||||||
Interest rate on instrument | ' | ' | 7.00% | 7.00% | 7.00% | ' | ' | 8.75% | ' | 8.75% | 7.63% | ' | 4.25% | ' | 5.88% | ' | 5.75% | ' | 5.25% | ' | 4.63% | ' | ' | ' | |||||||||||||||||||||
Total principal debt | ' | ' | $502,370,000 | [1] | ' | ' | ' | ' | $800,000,000 | [2],[3] | ' | ' | $700,000,000 | [3],[4] | ' | $500,000,000 | [3] | ' | $650,000,000 | [3] | ' | $600,000,000 | [3] | ' | $400,000,000 | [3] | ' | $500,000,000 | [3] | ' | ' | ' | |||||||||||||
Credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,250,000,000 | [5] | 1,250,000,000 | ||||||||||||||||||||
Debt carrying value | ' | ' | 500,481,000 | [1],[6] | 545,888,000 | [1],[6],[7] | ' | ' | ' | 0 | [2],[3],[6] | 792,944,000 | [2],[3],[6],[7] | ' | 0 | [3],[4],[6] | 690,353,000 | [3],[4],[6],[7] | 494,809,000 | [3],[6] | 0 | [3],[6],[7] | 642,914,000 | [3],[6] | 0 | [3],[6],[7] | 594,499,000 | [3],[6] | 0 | [3],[6],[7] | 394,648,000 | [3],[6] | 394,174,000 | [3],[6],[7] | 494,653,000 | [3],[6] | 0 | [3],[6],[7] | 460,000,000 | [5] | 0 | [5],[7] | |||
Capital leases | ' | ' | ' | ' | ' | 19,591,000 | 11,861,000 | [7] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||
Total Debt | 3,601,595,000 | 2,435,220,000 | [7] | ' | ' | ' | 4,068,410,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||
Less: total current maturities | 507,774,000 | [8] | 4,234,000 | [7],[8] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||||||||||
Total long-term | 3,093,821,000 | 2,430,986,000 | [7] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||
Less: long-term related party | 0 | 208,906,000 | [7] | ' | ' | ' | 0 | 208,906,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||
Total long-term, excluding related party | $3,093,821,000 | $2,222,080,000 | [7] | ' | ' | ' | $3,093,821,000 | $2,222,080,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||
[1] | The Exchangeable Notes are senior subordinated obligations and rank junior in right of payment to our existing and future senior debt and equally in right of payment with our existing and future senior subordinated debt. Substantially all of our domestic wholly-owned subsidiaries guarantee our obligations under these Notes on a senior subordinated basis. The Exchangeable Notes are exchangeable at any time at the option of the holder into shares of our common stock at an exchange rate of 543.1372 shares of common stock per $1,000 principal amount of the notes, which is equivalent to an approximate exchange price of $1.841 per share of common stock. In connection with the fundamental change that occurred on January 17, 2013 and the subsequent offer that was made to each holder of the Exchangeable Notes on February 1, 2013, $47,630 in principal amount of the Exchangeable Notes were converted resulting in the issuance of 27,687,850 shares of our common stock. As a result of this conversion, we retired $47,630 in principal amount of the Exchangeable Notes and recognized a proportionate share of unamortized discount and deferred financing fees of $2,533 to Additional paid-in capital for the year ended December 31, 2013. No loss was recognized as a result of the conversion. 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. During the year ended 2012, the Exchangeable Notes were considered to be dilutive. | ||||||||||||||||||||||||||||||||||||||||||||
[2] | During the year ended December 31, 2013, we purchased $800,000 in aggregate principal amount of the 8.75% Notes for an aggregate purchase price, including premium and interest, of $927,860. We recognized an aggregate loss on the extinguishment of the 8.75% Notes of $104,818 during the year ended December 31, 2013, consisting primarily of unamortized discount, deferred financing fees and repayment premium, to Loss on extinguishment of debt and credit facilities, net. | ||||||||||||||||||||||||||||||||||||||||||||
[3] | Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes. | ||||||||||||||||||||||||||||||||||||||||||||
[4] | During the year ended December 31, 2013, we purchased $700,000 in aggregate principal amount of the 7.625% Notes for an aggregate purchase price, including premium and interest, of $797,830. We recognized an aggregate loss on the extinguishment of the 7.625% Notes of $85,759 during the year ended December 31, 2013, consisting primarily of unamortized discount, deferred financing fees and repayment premium, to Loss on extinguishment of debt and credit facilities, net. | ||||||||||||||||||||||||||||||||||||||||||||
[5] | In December 2012, Sirius XM entered into a five-year Credit Facility with a syndicate of financial institutions for $1,250,000. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Borrowings under the Credit Facility are used for working capital and other general corporate purposes, including dividends, financing of acquisitions and share repurchases. Interest on borrowings is payable on a quarterly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which is currently 0.35% per annum and is payable on a quarterly basis. As of December 31, 2013, $790,000 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 sheet as of December 31, 2013 due to the long-term maturity of this debt. | ||||||||||||||||||||||||||||||||||||||||||||
[6] | The carrying balance of the Notes are net of the remaining unamortized original issue discount. | ||||||||||||||||||||||||||||||||||||||||||||
[7] | During the year ended December 31, 2012, we purchased $257,000 of our then outstanding 9.75% Senior Secured Notes due 2015 (the "9.75% Notes") for an aggregate purchase price, including interest, of $281,698. We recognized an aggregate loss on the extinguishment of the 9.75% Notes of $22,184 during the year ended December 31, 2012, consisting primarily of unamortized discount, deferred financing fees and repayment premium, to Loss on extinguishment of debt and credit facilities, net. During the year ended December 31, 2012, we purchased $778,500 of our then outstanding 13% Senior Notes due 2013 (the "13% Notes") for an aggregate purchase price, including interest, of $879,133. We recognized an aggregate loss on the extinguishment of these 13% Notes of $110,542 during the year ended December 31, 2012, consisting primarily of unamortized discount, deferred financing fees and repayment premium, to Loss on extinguishment of debt and credit facilities, net. | ||||||||||||||||||||||||||||||||||||||||||||
[8] | This balance includes $10,959 in related party current maturities as of December 31, 2013. |
Debt_Details_1
Debt (Details 1) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
Debt Instrument [Line Items] | ' | ' | ' | ||
Total current debt at Holdings | $507,774 | [1] | $4,234 | [1],[2] | ' |
Long-term debt | 3,093,821 | 2,222,080 | [2] | ' | |
Total debt at Sirius XM | 3,601,595 | 2,435,220 | [2] | ' | |
Sirius XM Radio Inc. [Member] | ' | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ' | ||
Total current debt at Sirius XM | 974,589 | ' | ' | ||
Long-term debt | 3,093,821 | 2,222,080 | ' | ||
Total debt at Sirius XM | 4,068,410 | ' | ' | ||
Loss on fair value of debt and equity instruments | 464,102 | 0 | 0 | ||
Sirius XM Radio Inc. [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | ' | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ' | ||
Loss on fair value of debt and equity instruments | 466,815 | ' | ' | ||
Level 2 [Member] | Sirius XM Radio Inc. [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | ' | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ' | ||
Additional fair value associated with the Exchangeable Notes (a) | $466,815 | [3] | ' | ' | |
[1] | This balance includes $10,959 in related party current maturities as of December 31, 2013. | ||||
[2] | During the year ended December 31, 2012, we purchased $257,000 of our then outstanding 9.75% Senior Secured Notes due 2015 (the "9.75% Notes") for an aggregate purchase price, including interest, of $281,698. We recognized an aggregate loss on the extinguishment of the 9.75% Notes of $22,184 during the year ended December 31, 2012, consisting primarily of unamortized discount, deferred financing fees and repayment premium, to Loss on extinguishment of debt and credit facilities, net. During the year ended December 31, 2012, we purchased $778,500 of our then outstanding 13% Senior Notes due 2013 (the "13% Notes") for an aggregate purchase price, including interest, of $879,133. We recognized an aggregate loss on the extinguishment of these 13% Notes of $110,542 during the year ended December 31, 2012, consisting primarily of unamortized discount, deferred financing fees and repayment premium, to Loss on extinguishment of debt and credit facilities, net. | ||||
[3] | In connection with our corporate reorganization in November 2013, the Exchangeable Notes were amended such that the settlement of the conversion feature is into shares of Holdings' common stock and Holdings and Sirius XM became co-obligors with respect to the Exchangeable Notes. As of December 31, 2013, $466,815 was recorded to Sirius XM's consolidated balance sheet in Current maturities of long-term debt for the fair value of the Exchangeable Notes in excess of the carrying amount. Changes in fair value are recorded in Loss on fair value of debt and equity instruments within Sirius XM's consolidated statements of comprehensive income. We recognized $466,815 in Loss on fair value of debt and equity instruments during the year ended December 31, 2013. The additional fair value in excess of the carrying amount of this instrument is eliminated in Holdings' consolidated balance sheets and statements of comprehensive income. |
Debt_Details_Textual
Debt (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | 10 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Mar. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2009 | Dec. 31, 2012 | Jul. 31, 2008 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | ||
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | Common Stock [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | |||||
8.75% Senior Notes due 2015 [Member] | 8.75% Senior Notes due 2015 [Member] | 7.625% Senior Notes due 2018 [Member] | 5.25% Senior Notes due 2022 [Member] | 4.25% Senior Notes Due 2020 [Member] | 4.625% Senior Notes Due 2023 [Member] | 5.75% Senior Notes due 2021 [Member] | 5.875% Senior Notes due 2020 [Member] | 9.75% Senior Secured Notes due 2015 [Member] | 9.75% Senior Secured Notes due 2015 [Member] | 13% Senior Notes due 2013 [Member] | 13% Senior Notes due 2013 [Member] | Senior Secured Revolving Credit Facility [Member] | Senior Secured Revolving Credit Facility [Member] | Common Stock [Member] | ||||||||||||||
Debt (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of shares for each $1000 principal amount on conversion | ' | ' | ' | 543.1372 | 543.1372 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Conversion price per share (in dollars per share) | ' | ' | ' | ' | $1.84 | $1.84 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Principal amount of the Exchangeable Notes converted | ' | ' | ' | ' | ' | $47,630,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Amount of Exchangeable Notes converted (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 27,687,850 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,687,850 | |
Recognized unamortized discount and deferred financing fees upon conversion | ' | ' | ' | ' | ' | 2,533,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Extinguishment of debt, amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000,000 | ' | 700,000,000 | ' | ' | ' | ' | ' | 257,000,000 | ' | 778,500,000 | ' | ' | ' | ' | |
Interest rate on instrument | ' | ' | ' | ' | 7.00% | 7.00% | 7.00% | 7.00% | ' | ' | ' | ' | 8.75% | 8.75% | 7.63% | 5.25% | 4.25% | 4.63% | 5.75% | 5.88% | ' | 9.75% | ' | 13.00% | ' | ' | ' | |
Repurchase price of long-term debt | 1,782,160,000 | 915,824,000 | 234,976,000 | ' | ' | ' | ' | ' | ' | 1,782,160,000 | 915,824,000 | 234,976,000 | 927,860,000 | ' | 797,830,000 | ' | ' | ' | ' | ' | 281,698,000 | ' | 879,133,000 | ' | ' | ' | ' | |
Aggregate (loss) on extinguishment of notes | -190,577,000 | -132,726,000 | -7,206,000 | ' | ' | ' | ' | ' | ' | -190,577,000 | -132,726,000 | -7,206,000 | -104,818,000 | ' | -85,759,000 | ' | ' | ' | ' | ' | -22,184,000 | ' | -110,542,000 | ' | ' | ' | ' | |
Debt instrument, term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | |
Credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,250,000,000 | 1,250,000,000 | [1] | ' |
Credit facility, unused capacity, commitment fee percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.35% | ' | ' | |
Credit facility, remaining borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 790,000,000 | ' | |
Current maturities of long-term related party debt | $10,959,000 | $0 | ' | ' | ' | ' | ' | ' | ' | $10,959,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Maximum consolidated leverage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | |
[1] | In December 2012, Sirius XM entered into a five-year Credit Facility with a syndicate of financial institutions for $1,250,000. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Borrowings under the Credit Facility are used for working capital and other general corporate purposes, including dividends, financing of acquisitions and share repurchases. Interest on borrowings is payable on a quarterly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which is currently 0.35% per annum and is payable on a quarterly basis. As of December 31, 2013, $790,000 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 sheet as of December 31, 2013 due to the long-term maturity of this debt. |
Stockholders_Equity_Details
Stockholders' Equity (Details) | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2012 |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Average exercise price (in dollars per warrant) | 2.55 | 2.55 | ' |
Number of outstanding warrants to acquire common stock (in shares) | 18,455,000 | 18,455,000 | ' |
NFL [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Average exercise price (in dollars per warrant) | 2.5 | ' | ' |
Number of outstanding warrants to acquire common stock (in shares) | 16,667,000 | 16,667,000 | ' |
Other distributors and programming providers [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Average exercise price (in dollars per warrant) | 3 | ' | ' |
Number of outstanding warrants to acquire common stock (in shares) | 1,788,000 | 1,788,000 | ' |
Warrants expired (in shares) | ' | ' | 4,000,000 |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jan. 18, 2013 | Sep. 30, 2012 | Mar. 31, 2009 | Jan. 18, 2013 | Jan. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Oct. 09, 2013 | Dec. 31, 2013 | Nov. 12, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jan. 23, 2014 | Apr. 25, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | |
Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | December 2012 Share Repurchase Program [Member] | October 2013 Share Repurchase Program [Member] | October 2013 Share Repurchase Program [Member] | October 2013 Share Repurchase Program [Member] | Sirius XM Holdings Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Sirius XM Radio Inc. [Member] | Subsequent Event [Member] | Scenario, Forecast [Member] | Other Current Assets [Member] | Related Party Current Assets [Member] | Deferred Financing Fees, Net [Member] | Long-term Related Party Assets [Member] | ||||
Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Share Repurchase Program [Member] | Amended October 2013 Share Repurchase Program [Member] | Amended October 2013 Share Repurchase Program [Member] | |||||||||||||||
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Liberty Media [Member] | Liberty Media [Member] | |||||||||||||||||||||||||
Common Stock [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||
Additional Stockholder's Equity (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 9,000,000,000 | 9,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | 9,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | 6,096,220,526 | 5,262,440,085 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | 5,262,440,085 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares outstanding | 6,096,220,526 | 5,262,440,085 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | 5,262,440,085 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock reserved for issuance | 562,534,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchase program, authorized amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,000,000,000 | $500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchased and retired during period, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 160,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred repurchase amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 240,000,000 | ' | ' | ' | ' | ' |
Remaining amount authorized under the stock repurchase program | 2,237,640,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 340,000,000 | ' | ' | ' | ' |
Share price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.66 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on change in value of derivative | 20,393,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,393,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (loss) on fair value of debt and equity instruments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -464,102,000 | 0 | 0 | ' | ' | 2,713,000 | ' | ' | ' | ' | ' | ' |
Common stock repurchased (in shares) | ' | ' | ' | ' | ' | 520,257,866 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock repurchased | 1,764,969,000 | ' | ' | ' | ' | 1,762,360,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,764,969,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of costs related to share-lending arrangement and other issuance costs | 12,745,000 | 12,402,000 | 11,189,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized, debt issuance costs | $12,701,000 | $27,652,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12,423,000 | $278,000 | $27,099,000 | $553,000 |
Preferred stock, par value (in dollars per share) | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Undesignated preferred stock, shares authorized | 50,000,000 | 50,000,000 | ' | 50,000,000 | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 50,000,000 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | ' | ' | ' | 0 | 6,250,100 | ' | ' | ' | 12,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 6,250,100 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding | ' | ' | ' | 0 | 6,250,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 6,250,100 | ' | ' | ' | ' | ' | ' | ' |
Conversion of preferred stock to common stock (in shares) | ' | ' | ' | 6,250,100 | 6,249,900 | ' | 6,250,100 | 6,249,900 | ' | 1,293,509,076 | 1,293,509,076 | 1,293,467,684 | ' | ' | ' | ' | ' | ' | ' | ' | 6,250,100 | 6,249,900 | ' | ' | ' | ' | ' | ' | ' |
Benefit_Plans_Details
Benefit Plans (Details) (Employee Stock Option [Member]) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Employee Stock Option [Member] | ' | ' | ' |
Fair value of options granted to employees and members of our board of directors | ' | ' | ' |
Risk-free interest rate | 1.40% | 0.80% | 1.10% |
Expected life of options — years | '4 years 8 months 23 days | '5 years 0 months 22 days | '5 years 3 months 7 days |
Expected stock price volatility | 47.00% | 49.00% | 68.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Benefit_Plans_Details_1
Benefit Plans (Details 1) (Employee Stock Option [Member], USD $) | 12 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
Employee Stock Option [Member] | ' | ' | ' | ||
Options | ' | ' | ' | ||
Outstanding, options, beginning balance (in shares) | 274,512,000 | 439,580,000 | 401,870,000 | ||
Granted, options (in shares) | 57,228,000 | 58,626,000 | 77,450,000 | ||
Exercised, options (in shares) | -61,056,000 | -214,199,000 | -13,300,000 | ||
Forfeited, cancelled or expired, options (in shares) | -6,445,000 | -9,495,000 | -26,440,000 | ||
Outstanding, options, ending balance (in shares) | 264,239,000 | 274,512,000 | 439,580,000 | ||
Exercisable, options (in shares) | 114,278,000 | ' | ' | ||
Weighted- Average Exercise Price (1) | ' | ' | ' | ||
Outstanding, weighted-average exercise price, beginning balance (in dollars per share) | $1.92 | [1] | $1.25 | $1.32 | |
Granted, weighted-average exercise price (in dollars per share) | $3.59 | $2.53 | $1.80 | ||
Exercised, weighted-average exercise price (in dollars per share) | $1.31 | $0.59 | $0.87 | ||
Forfeited, cancelled or expired, weighted-average exercise price (in dollars per share) | $2.02 | $3.09 | $4.15 | ||
Outstanding, weighted-average exercise price, ending balance (in dollars per share) | $2.42 | $1.92 | [1] | $1.25 | |
Exercisable, weighted-average exercise price (in dollars per share) | $2.26 | ' | ' | ||
Outstanding, weighted average remaining contractual term | '7 years 1 month 13 days | ' | ' | ||
Exercisable, weighted average remaining contractual term | '5 years 3 months 15 days | ' | ' | ||
Outstanding, aggregate intrinsic value | $327,398 | ' | ' | ||
Exercisable, aggregate intrinsic value | $179,549 | ' | ' | ||
[1] | The weighted-average exercise price for options outstanding as of December 28, 2012 were adjusted in 2012 to reflect the reduction to the exercise price related to the December 2012 special cash dividend. |
Benefit_Plans_Details_2
Benefit Plans (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Restricted Stock and Restricted Stock Units RSU [Member] | ' | ' | ' |
Nonvested restricted stock unit activity, shares | ' | ' | ' |
Nonvested, shares, beginning balance | ' | ' | 2,397,000 |
Granted, shares | ' | ' | 0 |
Forfeited, shares | ' | ' | -21,000 |
Nonvested restricted stock unit activity, grant date fair value | ' | ' | ' |
Nonvested, grant date fair value, beginning | ' | ' | $2.57 |
Granted, grant date fair value | ' | ' | $0 |
Forfeited, grant date fair value | ' | ' | $3.05 |
Restricted Stock [Member] | ' | ' | ' |
Nonvested restricted stock unit activity, shares | ' | ' | ' |
Vested, shares | ' | 0 | -1,854,000 |
Nonvested restricted stock unit activity, grant date fair value | ' | ' | ' |
Vested, grant date fair value | ' | $0 | $3.30 |
Restricted Stock Units (RSUs) [Member] | ' | ' | ' |
Nonvested restricted stock unit activity, shares | ' | ' | ' |
Nonvested, shares, beginning balance | 429,000 | 421,000 | ' |
Granted, shares | 6,873,000 | 8,000 | ' |
Vested, shares | -192,000 | 0 | -101,000 |
Forfeited, shares | -126,000 | 0 | ' |
Nonvested, shares, ending balance | 6,984,000 | 429,000 | 421,000 |
Nonvested restricted stock unit activity, grant date fair value | ' | ' | ' |
Nonvested, grant date fair value, beginning | $3.25 | $1.46 | ' |
Granted, grant date fair value | $3.59 | $0 | ' |
Vested, grant date fair value | $3.27 | $0 | $3.08 |
Forfeited, grant date fair value | $3.61 | $0 | ' |
Nonvested, grant date fair value, ending | $3.58 | $3.25 | $1.46 |
Benefit_Plans_Details_Textual
Benefit Plans (Details Textual) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
plans | |||
Benefits Plans (Textual) [Abstract] | ' | ' | ' |
Share-based compensation expense | $68,876 | $63,822 | $53,190 |
Share-based compensation expense, 2011 | ' | ' | 51,622 |
Stock-based awards expiration term | '10 years | ' | ' |
Restricted stock conversion to common stock | 1 | ' | ' |
Common stock available for future grants | 82,806,000 | ' | ' |
Number of other share-based benefit plans | 4 | ' | ' |
Third Parties [Member] | ' | ' | ' |
Benefits Plans (Textual) [Abstract] | ' | ' | ' |
Granted, options (in shares) | 0 | 0 | 0 |
Granted, shares | 0 | 0 | 0 |
Employee Stock Option [Member] | ' | ' | ' |
Benefits Plans (Textual) [Abstract] | ' | ' | ' |
Share-based compensation expense | 66,231 | 60,299 | ' |
Share-based compensation expense, 2011 | ' | ' | 48,038 |
Granted, options (in shares) | 57,228,000 | 58,626,000 | 77,450,000 |
Weighted average grant date fair value of options granted (in dollars per share) | $1.48 | $1.09 | $1.04 |
Total intrinsic value of stock options exercised | 142,491 | 399,794 | 13,408 |
Exercise of stock options and vesting of restricted stock units (in shares) | 32,649,857 | ' | ' |
Restricted Stock Units (RSUs) [Member] | ' | ' | ' |
Benefits Plans (Textual) [Abstract] | ' | ' | ' |
Share-based compensation expense | 2,645 | 0 | ' |
Total intrinsic value of restricted stock units that vested | 605 | 0 | ' |
Weighted average grant date fair value of restricted stock units granted (in dollars per share) | $3.59 | $0 | ' |
Granted, shares | 6,873,000 | 8,000 | ' |
Restricted Stock and Restricted Stock Units RSU [Member] | ' | ' | ' |
Benefits Plans (Textual) [Abstract] | ' | ' | ' |
Share-based compensation expense, 2011 | ' | ' | 543 |
Total intrinsic value of restricted stock units that vested | ' | ' | 3,178 |
Weighted average grant date fair value of restricted stock units granted (in dollars per share) | ' | ' | $0 |
Granted, shares | ' | ' | 0 |
Restricted Stock Units RSU and Stock Options [Member] | ' | ' | ' |
Benefits Plans (Textual) [Abstract] | ' | ' | ' |
Total unrecognized compensation costs related to unvested share based payment awards for restricted stock units, net of estimated forfeitures | 164,292 | 129,010 | ' |
Weighted average expected period for recognition of compensation expenses | '3 years | ' | ' |
Sirius XM Savings Plan [Member] | ' | ' | ' |
Benefits Plans (Textual) [Abstract] | ' | ' | ' |
Share-based compensation expense | ' | 3,523 | ' |
Share-based compensation expense, 2011 | ' | ' | 3,041 |
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% | ' | ' |
Vesting percentage of employer contributions for each year of employment | 33.33% | ' | ' |
Savings plan, fully vested period | '3 years | ' | ' |
Contributions by employer | $4,181 | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
In Thousands, unless otherwise specified | ||||
Expected contractual cash commitments | ' | ' | ' | |
2014 | $1,103,777 | [1] | ' | ' |
2015 | 471,978 | [1] | ' | ' |
2016 | 319,763 | [1] | ' | ' |
2017 | 740,977 | [1] | ' | ' |
2018 | 251,782 | [1] | ' | ' |
Thereafter | 3,458,333 | [1] | ' | ' |
Total | 6,346,610 | [1] | ' | ' |
Reserve for uncertain tax positions | 1,432 | 1,432 | 1,432 | |
Debt obligations [Member] | ' | ' | ' | |
Expected contractual cash commitments | ' | ' | ' | |
2014 | 509,663 | ' | ' | |
2015 | 7,359 | ' | ' | |
2016 | 4,140 | ' | ' | |
2017 | 460,799 | ' | ' | |
2018 | 0 | ' | ' | |
Thereafter | 2,650,000 | ' | ' | |
Total | 3,631,961 | ' | ' | |
Cash interest payments [Member] | ' | ' | ' | |
Expected contractual cash commitments | ' | ' | ' | |
2014 | 187,905 | ' | ' | |
2015 | 152,440 | ' | ' | |
2016 | 152,255 | ' | ' | |
2017 | 152,699 | ' | ' | |
2018 | 138,063 | ' | ' | |
Thereafter | 399,813 | ' | ' | |
Total | 1,183,175 | ' | ' | |
Satellite and transmission [Member] | ' | ' | ' | |
Expected contractual cash commitments | ' | ' | ' | |
2014 | 37,849 | ' | ' | |
2015 | 13,993 | ' | ' | |
2016 | 4,321 | ' | ' | |
2017 | 3,404 | ' | ' | |
2018 | 3,992 | ' | ' | |
Thereafter | 16,524 | ' | ' | |
Total | 80,083 | ' | ' | |
Programming and content [Member] | ' | ' | ' | |
Expected contractual cash commitments | ' | ' | ' | |
2014 | 245,069 | ' | ' | |
2015 | 218,373 | ' | ' | |
2016 | 96,737 | ' | ' | |
2017 | 72,837 | ' | ' | |
2018 | 60,150 | ' | ' | |
Thereafter | 108,333 | ' | ' | |
Total | 801,499 | ' | ' | |
Marketing and distribution [Member] | ' | ' | ' | |
Expected contractual cash commitments | ' | ' | ' | |
2014 | 32,578 | ' | ' | |
2015 | 15,332 | ' | ' | |
2016 | 9,951 | ' | ' | |
2017 | 6,700 | ' | ' | |
2018 | 6,173 | ' | ' | |
Thereafter | 6,639 | ' | ' | |
Total | 77,373 | ' | ' | |
Satellite incentive payments [Member] | ' | ' | ' | |
Expected contractual cash commitments | ' | ' | ' | |
2014 | 11,511 | ' | ' | |
2015 | 11,439 | ' | ' | |
2016 | 12,290 | ' | ' | |
2017 | 13,212 | ' | ' | |
2018 | 14,212 | ' | ' | |
Thereafter | 55,398 | ' | ' | |
Total | 118,062 | ' | ' | |
Operating lease obligations [Member] | ' | ' | ' | |
Expected contractual cash commitments | ' | ' | ' | |
2014 | 38,181 | ' | ' | |
2015 | 43,053 | ' | ' | |
2016 | 36,860 | ' | ' | |
2017 | 30,475 | ' | ' | |
2018 | 28,825 | ' | ' | |
Thereafter | 221,626 | ' | ' | |
Total | 399,020 | ' | ' | |
Other [Member] | ' | ' | ' | |
Expected contractual cash commitments | ' | ' | ' | |
2014 | 41,021 | ' | ' | |
2015 | 9,989 | ' | ' | |
2016 | 3,209 | ' | ' | |
2017 | 851 | ' | ' | |
2018 | 367 | ' | ' | |
Thereafter | 0 | ' | ' | |
Total | $55,437 | ' | ' | |
[1] | The table does not include our reserve for uncertain tax positions, which at December 31, 2013 totaled $1,432, as the specific timing of any cash payments cannot be projected with reasonable certainty. |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Textual) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
attorneys | |||
Satellites | |||
Commitments and Contingencies (Textual) [Abstract] | ' | ' | ' |
Agreement term to repurchase certain products shipped to distributor from date of shipment (after 90 days) | '90 days | ' | ' |
Number of owned satellites | 10 | ' | ' |
Operating leases, rent expense | $39,228 | $37,474 | $34,143 |
Number of state attorneys general | 34 | ' | ' |
XM-5, FM-5, FM-6, XM-3, and XM-4 [Member] | ' | ' | ' |
Commitments and Contingencies (Textual) [Abstract] | ' | ' | ' |
Operating performance over design life | '15 years | ' | ' |
XM-4 [Member] | ' | ' | ' |
Commitments and Contingencies (Textual) [Abstract] | ' | ' | ' |
Additional payments required if XM-4 continues to operate above baseline specifications | $10,000 | ' | ' |
Period beyond expected operating performance of design life for XM-4 | '5 years | ' | ' |
Boeing Satellite Systems International [Member] | ' | ' | ' |
Commitments and Contingencies (Textual) [Abstract] | ' | ' | ' |
Number of owned satellites | 4 | ' | ' |
Space Systems/Loral [Member] | ' | ' | ' |
Commitments and Contingencies (Textual) [Abstract] | ' | ' | ' |
Number of owned satellites | 6 | ' | ' |
In-Orbit Satellite [Member] | Boeing Satellite Systems International [Member] | ' | ' | ' |
Commitments and Contingencies (Textual) [Abstract] | ' | ' | ' |
Number of owned satellites | 4 | ' | ' |
Number of satellites entitled to future in-orbit performance payments | 2 | ' | ' |
In-Orbit Satellite [Member] | Space Systems/Loral [Member] | ' | ' | ' |
Commitments and Contingencies (Textual) [Abstract] | ' | ' | ' |
Number of owned satellites | 6 | ' | ' |
Number of satellites entitled to future in-orbit performance payments | 3 | ' | ' |
Minimum [Member] | ' | ' | ' |
Commitments and Contingencies (Textual) [Abstract] | ' | ' | ' |
Operating lease obligations, term | '1 year | ' | ' |
Maximum [Member] | ' | ' | ' |
Commitments and Contingencies (Textual) [Abstract] | ' | ' | ' |
Operating lease obligations, term | '15 years | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current taxes: | ' | ' | ' |
Federal | $0 | $0 | $0 |
State | 5,359 | 1,319 | 3,229 |
Foreign | -5,269 | 2,265 | 2,741 |
Total current taxes | 90 | 3,584 | 5,970 |
Deferred taxes: | ' | ' | ' |
Federal | 211,044 | -2,729,823 | 3,991 |
State | 48,743 | -271,995 | 4,273 |
Total deferred taxes | 259,787 | -3,001,818 | 8,264 |
Total income tax expense (benefit) | $259,877 | ($2,998,234) | $14,234 |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Federal tax expense, at statutory rate | $222,982 | $166,064 | $154,418 |
State income tax expense, net of federal benefit | 19,031 | 16,606 | 15,751 |
State income rate changes | 8,666 | 2,251 | 3,851 |
Non-deductible expenses | 9,545 | 477 | 457 |
Change in valuation allowance | -4,228 | -3,195,651 | -166,452 |
Other, net | 3,881 | 12,019 | 6,209 |
Total income tax expense (benefit) | $259,877 | ($2,998,234) | $14,234 |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Net operating loss carryforwards | $2,207,583 | $2,493,239 |
GM payments and liabilities | 1,984 | 80,742 |
Deferred revenue | 606,430 | 511,700 |
Severance accrual | 388 | 46 |
Accrued bonus | 25,830 | 23,798 |
Expensed costs capitalized for tax | 22,679 | 26,569 |
Loan financing costs | 664 | 428 |
Investments | 45,078 | 39,915 |
Stock based compensation | 71,794 | 64,636 |
Other | 31,735 | 34,705 |
Total deferred tax assets | 3,014,165 | 3,275,778 |
Deferred tax liabilities: | ' | ' |
Depreciation of property and equipment | -188,675 | -185,007 |
FCC license | -778,152 | -772,550 |
Other intangible assets | -233,983 | -165,227 |
Total deferred tax liabilities | -1,200,810 | -1,122,784 |
Net deferred tax assets before valuation allowance | 1,813,355 | 2,152,994 |
Valuation allowance | -7,831 | -9,835 |
Total net deferred tax asset | $1,805,524 | $2,143,159 |
Income_Taxes_Details_4
Income Taxes (Details 4) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
Balance, beginning of year | $1,432 | $1,432 |
Additions for tax positions from prior years | 0 | 0 |
Balance, end of year | $1,432 | $1,432 |
Income_Taxes_Details_5
Income Taxes (Details 5) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Effective Income Tax Rate Reconciliation [Line Items] | ' | ' | ' |
Federal tax expense, at statutory rate | $222,982 | $166,064 | $154,418 |
State income tax expense, net of federal benefit | 19,031 | 16,606 | 15,751 |
State income rate changes | 8,666 | 2,251 | 3,851 |
Non-deductible expenses | 9,545 | 477 | 457 |
Change in valuation allowance | -4,228 | -3,195,651 | -166,452 |
Other, net | 3,881 | 12,019 | 6,209 |
Total income tax expense (benefit) | 259,877 | -2,998,234 | 14,234 |
Sirius XM Radio Inc. [Member] | ' | ' | ' |
Effective Income Tax Rate Reconciliation [Line Items] | ' | ' | ' |
Federal tax expense, at statutory rate | 67,684 | 166,064 | 154,418 |
State income tax expense, net of federal benefit | 4,467 | 16,606 | 15,751 |
State income rate changes | 8,666 | 2,251 | 3,851 |
Non-deductible expenses | 699 | 477 | 457 |
Change in valuation allowance | -4,228 | -3,195,651 | -166,452 |
Fair value of debt instrument | 178,704 | 0 | 0 |
Other, net | 3,885 | 12,019 | 6,209 |
Total income tax expense (benefit) | $259,877 | ($2,998,234) | $14,234 |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Nov. 04, 2013 |
Common Stock [Member] | Agero, Inc. [Member] | ||||
Liberty Media [Member] | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Operating loss carryforwards, exclusive of excess share-based compensation deductions | $5,828,461 | ' | ' | ' | ' |
Deferred tax assets, valuation allowance, excess share-based compensation deductions | 702,187 | ' | ' | ' | ' |
Operating loss carryforwards, per tax return | 6,530,648 | ' | ' | ' | ' |
Increase (decrease) in valuation allowance | ' | -3,350,905 | ' | ' | ' |
Valuation allowance | 7,831 | 9,835 | ' | ' | ' |
Deferred tax assets, net, current | ' | ' | ' | ' | 767 |
Deferred tax liabilities, net, noncurrent | ' | ' | ' | ' | 78,127 |
Deferred tax liabilities, operating loss attributable to acquired company | ' | ' | ' | ' | 4,340 |
Deferred tax liabilities, operating loss attributable to acquired company, amount fully valued | ' | ' | ' | ' | 2,224 |
Unrecognized tax benefits | 1,432 | 1,432 | 1,432 | ' | ' |
Unrecognized tax benefits, increase resulting from interest | $40 | $55 | ' | ' | ' |
Related party ownership percentage (greater than 50%) | ' | ' | ' | 50.00% | ' |
Quarterly_Financial_DataUnaudi2
Quarterly Financial Data--Unaudited (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||||||
Quarterly Financial Data [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Total revenue | $1,000,078 | $961,509 | $940,110 | $897,398 | $892,415 | $867,360 | $837,543 | $804,722 | $3,799,095 | $3,402,040 | $3,014,524 | ||||||||
Cost of services | -396,304 | -336,464 | -331,465 | -330,257 | -328,882 | -314,204 | -293,975 | -292,309 | ' | ' | ' | ||||||||
Income from operations | 245,357 | 284,529 | 267,736 | 246,931 | 213,096 | 231,749 | 227,942 | 199,238 | 1,044,553 | 872,025 | 676,117 | ||||||||
Net income | 65,197 | 62,894 | 125,522 | 123,602 | 156,244 | 74,514 | 3,134,170 | 107,774 | 377,215 | 3,472,702 | 426,961 | ||||||||
Net income per common share--basic (in dollars per share) | $0.01 | [1] | $0.01 | [1] | $0.02 | [1] | $0.02 | [1] | $0.02 | [1] | $0.01 | [1] | $0.49 | [1] | $0.02 | [1] | $0.06 | $0.55 | $0.07 |
Net income per common share--diluted (in dollars per share) | $0.01 | [1] | $0.01 | [1] | $0.02 | [1] | $0.02 | [1] | $0.02 | [1] | $0.01 | [1] | $0.48 | [1] | $0.02 | [1] | $0.06 | $0.51 | $0.07 |
Sirius XM Radio Inc. [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Quarterly Financial Data [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Total revenue | 1,000,078 | [2] | 961,509 | [2] | 940,110 | [2] | 897,398 | [2] | 892,415 | [2] | 867,360 | [2] | 837,543 | [2] | 804,722 | [2] | 3,799,095 | 3,402,040 | 3,014,524 |
Cost of services | -396,304 | [2] | -336,464 | [2] | -331,465 | [2] | -330,257 | [2] | -328,882 | [2] | -314,204 | [2] | -293,975 | [2] | -292,309 | [2] | ' | ' | ' |
Income from operations | 245,357 | [2] | 284,529 | [2] | 267,736 | [2] | 246,931 | [2] | 213,096 | [2] | 231,749 | [2] | 227,942 | [2] | 199,238 | [2] | 1,044,553 | 872,025 | 676,117 |
Net income | ($378,512) | [2] | $62,894 | [2] | $125,522 | [2] | $123,602 | [2] | $156,244 | [2] | $74,514 | [2] | $3,134,170 | [2] | $107,774 | [2] | ($66,494) | $3,472,702 | $426,961 |
[1] | The sum of quarterly net income per share applicable to common stockholders (basic and diluted) does not necessarily agree to the net income per share for the year due to the timing of common stock issuances. | ||||||||||||||||||
[2] | Net income per share for Sirius XM is not presented since Sirius XM is a wholly-owned subsidiary of Holdings. |
Schedule_IISchedule_of_Valuati1
Schedule II--Schedule of Valuation and Qualifying Accounts (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Allowance for doubtful accounts [Member] | ' | ' | ' |
Movement in Valuation Allowances and Reserves [Roll Forward] | ' | ' | ' |
Beginning balance | $11,711 | $9,932 | $10,222 |
Charged to Expenses (Benefit) | 39,016 | 34,548 | 33,164 |
Write-offs/ Payments/ Other | -41,649 | -32,769 | -33,454 |
Ending balance | 9,078 | 11,711 | 9,932 |
Deferred tax assets—valuation allowance [Member] | ' | ' | ' |
Movement in Valuation Allowances and Reserves [Roll Forward] | ' | ' | ' |
Beginning balance | 9,835 | 3,360,740 | 3,551,288 |
Charged to Expenses (Benefit) | -4,228 | -3,195,651 | -166,452 |
Write-offs/ Payments/ Other | 2,224 | -155,254 | -24,096 |
Ending balance | $7,831 | $9,835 | $3,360,740 |