Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 25, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | SIRIUS XM HOLDINGS INC. | |
Entity Central Index Key | 908,937 | |
Trading Symbol | SIRI | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 4,613,015,656 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue: | ||||
Subscriber revenue | $ 1,111,011 | $ 1,033,284 | $ 2,189,268 | $ 2,042,966 |
Advertising revenue | 40,178 | 33,521 | 76,194 | 65,062 |
Equipment revenue | 29,674 | 27,858 | 59,332 | 54,979 |
Other revenue | 166,706 | 140,903 | 316,841 | 273,569 |
Total revenue | 1,347,569 | 1,235,566 | 2,641,635 | 2,436,576 |
Cost of services: | ||||
Revenue share and royalties | 292,893 | 264,385 | 570,193 | 516,129 |
Programming and content | 96,255 | 83,645 | 191,799 | 168,745 |
Customer service and billing | 95,324 | 93,712 | 192,099 | 190,579 |
Satellite and transmission | 19,603 | 34,847 | 40,179 | 58,385 |
Cost of equipment | 9,371 | 9,728 | 16,283 | 19,507 |
Subscriber acquisition costs | 125,154 | 128,956 | 252,642 | 261,405 |
Sales and marketing | 106,707 | 91,358 | 203,616 | 180,084 |
Engineering, design and development | 27,783 | 18,893 | 51,600 | 38,334 |
General and administrative | 84,607 | 81,178 | 162,808 | 158,683 |
Depreciation and amortization | 73,519 | 66,708 | 150,223 | 134,335 |
Total operating expenses | 931,216 | 873,410 | 1,831,442 | 1,726,186 |
Income from operations | 416,353 | 362,156 | 810,193 | 710,390 |
Other income (expense): | ||||
Interest expense | (82,794) | (83,396) | (164,451) | (161,796) |
Other (expense) income | (11,937) | 2,515 | (3,074) | 13,363 |
Total other expense | (94,731) | (80,881) | (167,525) | (148,433) |
Income before income taxes | 321,622 | 281,275 | 642,668 | 561,957 |
Income tax expense | (119,513) | (106,310) | (233,486) | (214,552) |
Net income | 202,109 | 174,965 | 409,182 | 347,405 |
Foreign currency translation adjustment, net of tax | 2,763 | (15) | 2,746 | 434 |
Total comprehensive income | $ 204,872 | $ 174,950 | $ 411,928 | $ 347,839 |
Net income per common share: | ||||
Basic (in dollars per share) | $ 0.04 | $ 0.04 | $ 0.09 | $ 0.07 |
Diluted (in dollars per share) | $ 0.04 | $ 0.04 | $ 0.09 | $ 0.07 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 4,652,426 | 4,938,820 | 4,681,223 | 5,002,070 |
Diluted (in shares) | 4,735,592 | 4,988,247 | 4,759,741 | 5,049,571 |
Dividends declared per common share (in dollars per share) | $ 0.01 | $ 0 | $ 0.02 | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 42,738 | $ 213,939 |
Receivables, net | 234,352 | 223,029 |
Inventory, net | 19,581 | 20,363 |
Related party current assets | 12,085 | 6,170 |
Prepaid expenses and other current assets | 186,481 | 179,148 |
Total current assets | 495,237 | 642,649 |
Property and equipment, net | 1,410,265 | 1,398,693 |
Intangible assets, net | 2,536,675 | 2,544,801 |
Goodwill | 2,290,240 | 2,205,107 |
Related party long-term assets | 449,417 | 8,918 |
Long-term investment | 173,104 | 0 |
Deferred tax assets | 873,024 | 1,084,330 |
Other long-term assets | 119,742 | 119,097 |
Total assets | 8,347,704 | 8,003,595 |
Current liabilities: | ||
Accounts payable and accrued expenses | 663,892 | 713,034 |
Accrued interest | 107,591 | 114,633 |
Current portion of deferred revenue | 1,864,643 | 1,832,609 |
Current maturities of long-term debt | 5,160 | 5,485 |
Related party current liabilities | 2,840 | 2,840 |
Total current liabilities | 2,644,126 | 2,668,601 |
Deferred revenue | 180,647 | 176,319 |
Long-term debt | 6,453,757 | 5,842,764 |
Related party long-term liabilities | 6,535 | 7,955 |
Deferred tax liabilities | 6,418 | 6,418 |
Other long-term liabilities | 97,911 | 93,553 |
Total liabilities | 9,389,394 | 8,795,610 |
Commitments and contingencies | ||
Stockholders’ (deficit) equity: | ||
Common stock, par value $0.001; 9,000,000 shares authorized; 4,628,821 and 4,746,047 shares issued; 4,626,078 and 4,740,947 outstanding at June 30, 2017 and December 31, 2016, respectively | 4,628 | 4,745 |
Accumulated other comprehensive income (loss), net of tax | 2,607 | (139) |
Additional paid-in capital | 2,448,057 | 3,117,666 |
Treasury stock, at cost; 2,743 and 5,100 shares of common stock at June 30, 2017 and December 31, 2016, respectively | (14,783) | (22,906) |
Accumulated deficit | (3,482,199) | (3,891,381) |
Total stockholders’ (deficit) equity | (1,041,690) | (792,015) |
Total liabilities and stockholders’ (deficit) equity | $ 8,347,704 | $ 8,003,595 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 9,000,000,000 | 9,000,000,000 |
Common stock, shares issued (in shares) | 4,628,821,000 | 4,746,047,000 |
Common stock, shares outstanding (in shares) | 4,626,078,000 | 4,740,947,000 |
Treasury stock (in shares) | 2,743,000 | 5,100,000 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' (Deficit) Equity - 6 months ended Jun. 30, 2017 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Accumulated Other Comprehensive (Loss) Income | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2016 | 4,746,047 | 5,100 | ||||
Beginning balance at Dec. 31, 2016 | $ (792,015) | $ 4,745 | $ (139) | $ 3,117,666 | $ (22,906) | $ (3,891,381) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Comprehensive income, net of tax | 411,928 | 2,746 | 409,182 | |||
Issuance of common stock related to investment in Sirius XM Canada (in shares) | 35,000 | |||||
Issuance of common stock related to investment in Sirius XM Canada | 178,850 | $ 35 | 0 | 178,815 | ||
Share-based payment expense | 51,939 | 51,939 | ||||
Exercise of options and vesting of restricted stock units (in shares) | 5,842 | |||||
Exercise of options and vesting of restricted stock units | 0 | $ 6 | (6) | |||
Minimum withholding taxes on net share settlement of stock-based compensation | (23,053) | (23,053) | ||||
Cash dividends paid on common stock | (93,638) | (93,638) | ||||
Common stock repurchased (in shares) | 155,711 | |||||
Common stock repurchased | (775,701) | $ (775,701) | ||||
Common stock retired (in shares) | (158,068) | (158,068) | ||||
Common stock retired | 0 | $ (158) | (783,666) | $ 783,824 | ||
Ending balance (in shares) at Jun. 30, 2017 | 4,628,821 | 2,743 | ||||
Ending balance at Jun. 30, 2017 | $ (1,041,690) | $ 4,628 | $ 2,607 | $ 2,448,057 | $ (14,783) | $ (3,482,199) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 409,182 | $ 347,405 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 150,223 | 134,335 |
Non-cash interest expense, net of amortization of premium | 4,231 | 4,230 |
Provision for doubtful accounts | 27,377 | 25,707 |
Amortization of deferred income related to equity method investment | (1,388) | (1,388) |
Loss (gain) on unconsolidated entity investments, net | 2,183 | (8,451) |
Dividend received from unconsolidated entity investment | 3,606 | 7,160 |
Loss on disposal of assets | 0 | 12,912 |
Share-based payment expense | 59,697 | 47,870 |
Deferred income taxes | 220,415 | 202,170 |
Changes in operating assets and liabilities: | ||
Receivables | (38,063) | (16,305) |
Inventory | 2,492 | (3,981) |
Related party, net | (5,756) | (2,191) |
Prepaid expenses and other current assets | (6,617) | (14,052) |
Other long-term assets | 5,937 | 15,081 |
Accounts payable and accrued expenses | (69,078) | (12,869) |
Accrued interest | (7,042) | 5,448 |
Deferred revenue | 30,779 | 49,288 |
Other long-term liabilities | 4,358 | 1,919 |
Net cash provided by operating activities | 792,536 | 794,288 |
Cash flows from investing activities: | ||
Additions to property and equipment | (119,517) | (67,172) |
Purchases of restricted and other investments | (7,355) | (3,953) |
Acquisition of business, net of cash acquired | (107,488) | 0 |
Investment in convertible preferred stock | (172,500) | 0 |
Loan to related parties | (130,794) | 0 |
Payments to acquire additional ownership in related parties | (130,026) | 0 |
Net cash used in investing activities | (667,680) | (71,125) |
Cash flows from financing activities: | ||
Taxes paid in lieu of shares issued for stock-based compensation | (22,595) | (5,379) |
Net proceeds (repayments) related to revolving credit facility | 610,000 | (340,000) |
Proceeds from long-term borrowings, net of costs | 0 | 987,294 |
Principal payments of long-term borrowings | (6,000) | (4,831) |
Common stock repurchased and retired | (783,824) | (995,632) |
Dividends paid | (93,638) | 0 |
Net cash used in financing activities | (296,057) | (358,548) |
Net (decrease) increase in cash and cash equivalents | (171,201) | 364,615 |
Cash and cash equivalents at beginning of period | 213,939 | 111,838 |
Cash and cash equivalents at end of period | 42,738 | 476,453 |
Cash paid during the period for: | ||
Interest, net of amounts capitalized | 164,147 | 148,398 |
Income taxes paid | 12,264 | 11,478 |
Non-cash investing and financing activities: | ||
Capital lease obligations incurred to acquire assets | 0 | 6,647 |
Treasury stock not yet settled | 14,783 | 19,458 |
Issuance of common stock as part of investment in Sirius XM Canada | $ 178,850 | $ 0 |
Business & Basis of Presentatio
Business & Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business & Basis of Presentation | Business & Basis of Presentation This Quarterly Report on Form 10-Q presents information for Sirius XM Holdings Inc. (“Holdings”). The terms “Holdings,” “we,” “us,” “our,” and “our company” as used herein and unless otherwise stated or indicated by context, refer to Sirius XM Holdings Inc. and its subsidiaries, and “Sirius XM” refers to, our wholly-owned subsidiary Sirius XM Radio Inc. Holdings has no operations independent of its wholly-owned subsidiary, Sirius XM. Business We transmit music, sports, entertainment, comedy, talk, news, traffic and weather channels, as well as infotainment services, in the United States on a subscription fee basis through our two proprietary satellite radio systems. Subscribers can also receive music and other channels, plus features such as SiriusXM On Demand and MySXM, over our Internet radio service, including through applications for mobile devices, home devices and other consumer electronic equipment. We are also a leader in providing connected vehicle services. Our connected vehicle services are designed to enhance the safety, security and driving experience for vehicle operators while providing marketing and operational benefits to automakers and their dealers. We have agreements with every major automaker (“OEMs”) to offer satellite radio in their vehicles. We also acquire subscribers through marketing to owners and lessees of previously owned vehicles that include factory-installed satellite radios that are not currently subscribing to our services. Our satellite radios are primarily distributed through automakers, retail stores nationwide, and through our website. Satellite radio services are also offered to customers of certain rental car companies. Our primary source of revenue is subscription fees, with most of our customers subscribing to annual, semi-annual, quarterly or monthly plans. We offer discounts for prepaid, longer-term subscription plans, as well as a multiple subscription discount. We also derive revenue from activation and other fees, the sale of advertising on select non-music channels, the direct sale of satellite radios and accessories, and other ancillary services, such as our weather, traffic and data services. In certain cases, a subscription to our radio services is included in the sale or lease price of new or previously owned vehicles. The length of these subscriptions varies but is typically three to twelve months . We receive payments for these subscriptions from certain automakers. We also reimburse various automakers for certain costs associated with satellite radios installed in new vehicles. During the three months ended June 30, 2017 , we entered into several strategic transactions: • On April 18, 2017, Sirius XM acquired Automatic Labs Inc. (“Automatic”). Refer to Note 2 for information on this transaction. • On May 25, 2017, Sirius XM completed a recapitalization of Sirius XM Canada Holdings Inc. (“Sirius XM Canada”). Refer to Note 10 for information on this transaction. • On June 9, 2017, Sirius XM entered into an investment agreement with Pandora Media, Inc. (“Pandora”). Refer to Note 11 for information on this transaction. As of June 30, 2017 , Liberty Media Corporation (“Liberty Media”) beneficially owned, directly and indirectly, approximately 68% of the outstanding shares of our common stock. As a result, we are a “controlled company” for the purposes of the NASDAQ corporate governance requirements. Liberty Media owns interests in a range of media, communications and entertainment businesses. Basis of Presentation The accompanying unaudited consolidated financial statements of Holdings and its subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and footnote disclosures normally included in the financial statements presented in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Certain amounts in our prior period consolidated financial statements have been either reclassified to conform to our current period presentation or adjusted to reflect the adoption of Accounting Standards Update (“ASU”) 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , in the third quarter of 2016. All significant intercompany transactions have been eliminated in consolidation. In the opinion of our management, all normal recurring adjustments necessary for a fair presentation of our unaudited consolidated financial statements as of June 30, 2017 and for the three and six months ended June 30, 2017 and 2016 have been made. Interim results are not necessarily indicative of the results that may be expected for a full year. This Quarterly Report on Form 10-Q should be read together with our Annual Report on Form 10-K for the year ended December 31, 2016 , which was filed with the SEC on February 2, 2017. Public companies are required to disclose certain information about their reportable operating segments. Operating segments are defined as significant components of an enterprise for which separate financial information is available and is evaluated on a regular basis by the chief operating decision makers in deciding how to allocate resources to an individual segment and in assessing performance of the segment. We have determined that we have one reportable segment as our chief operating decision maker, our Chief Executive Officer, assesses performance and allocates resources based on the consolidated results of operations of our business. We have evaluated events subsequent to the balance sheet date and prior to the filing of this Quarterly Report on Form 10-Q for the three and six months ended June 30, 2017 and have determined that no events have occurred that would require adjustment to our unaudited consolidated financial statements. For a discussion of subsequent events that do not require adjustment to our unaudited consolidated financial statements refer to Note 17. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Estimates, by their nature, are based on judgment and available information. Actual results could differ materially from those estimates. Significant estimates inherent in the preparation of the accompanying unaudited consolidated financial statements include asset impairment, depreciable lives of our satellites, share-based payment expense, and income taxes. |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisition On April 18, 2017, Sirius XM acquired Automatic, a connected vehicle device and mobile application company, for an aggregate purchase price of $107,488 , net of cash and restricted cash acquired of $819 . Automatic has created and operates a data-driven platform that enables vehicle owners to be safer and drive smarter. The company's proprietary Automatic Pro and Automatic Lite connected car adapters provide, among other things, vehicle diagnostic alerts, emergency crash assistance, fuel monitoring, access to parking information and live vehicle location tracking. The condensed table below summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date: Acquired Assets: Intangible assets subject to amortization $ 14,700 Goodwill 85,133 Deferred income tax asset, net 10,854 Other assets 4,019 Trademark 800 Total Assets $ 115,506 Assumed Liabilities: Deferred revenue (5,582 ) Other liabilities (1,617 ) Total Liabilities $ (7,199 ) Total Consideration $ 108,307 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 Automatic. 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 assets of $85,133 has been recorded to Goodwill in our unaudited consolidated balance sheets as of June 30, 2017 . A total of $14,700 has been allocated to identifiable intangible assets subject to amortization and relates to the assessed fair value of software and technology and a total of $800 has been allocated to the Automatic trademark. We recognized acquisition related costs of $861 that were expensed in General and administrative expenses in our unaudited consolidated statements of comprehensive income during the quarter ended June 30, 2017 . 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 Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Fair Value Measurements For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are based on unadjusted quoted prices in active markets for identical instruments. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. As of June 30, 2017 and December 31, 2016 , the carrying amounts of cash and cash equivalents, receivables, and accounts payable approximated fair value due to the short-term nature of these instruments. Our assets and liabilities measured at fair value were as follows: June 30, 2017 December 31, 2016 Level 1 Level 2 Level 3 Total Fair Level 1 Level 2 Level 3 Total Fair Assets: Pandora - investment (a) — $ 173,104 — $ 173,104 — — — $ — Sirius XM Canada - investment (b) — — — N/A $ 178,696 — — $ 178,696 Liabilities: Debt (c) — $ 6,735,887 — $ 6,735,887 — $ 6,008,205 — $ 6,008,205 (a) During the three months ended June 30, 2017 , we entered into an investment agreement with Pandora. We have elected the fair value option to account for this investment. Refer to Note 11 for information on this transaction. (b) During the three months ended June 30, 2017 , we completed a recapitalization of Sirius XM Canada. Following this recapitalization, Sirius XM Canada ceased to be a publicly traded company. Refer to Note 10 for information on this transaction. The amount as of December 31, 2016 approximated fair value. The carrying value of our investment in Sirius XM Canada was $313,698 and $8,615 as of June 30, 2017 and December 31, 2016 , respectively. (c) The fair value for non-publicly traded instruments is based upon estimates from a market maker and brokerage firm. Refer to Note 12 for information related to the carrying value of our debt as of June 30, 2017 and December 31, 2016 . Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income of $2,607 was primarily comprised of the cumulative foreign currency translation adjustments related to the loan with Sirius XM Canada (refer to Note 10 for additional information related to this loan). During the six months ended June 30, 2017 , we recorded a foreign currency translation adjustment gain of $2,746 , net of a tax benefit of $1,745 , which was primarily related to the second quarter of 2017. Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) . This ASU eliminates Step 2 from the goodwill impairment test. Under the new guidance, entities should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, this ASU eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and is applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. While we are currently evaluating the impact of the adoption of this ASU, we do not believe that the adoption of this guidance will have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . This ASU requires a company to recognize lease assets and liabilities arising from operating leases in the statement of financial position. This ASU does not significantly change the previous lease guidance for how a lessee should recognize the recognition, measurement, and presentation of expenses and cash flows arising from a lease. Additionally, the criteria for classifying a finance lease versus an operating lease are substantially the same as the previous guidance. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted. This ASU must be adopted using a modified retrospective approach. We plan to adopt this ASU on January 1, 2019. Although we are in the process of evaluating the impact of adoption of the ASU on our consolidated financial statements, we currently believe the most significant changes will be related to the recognition of right-of-use assets and lease liability on our consolidated balance sheet for operating leases. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU 2015-14 which amended the effective date of this ASU to fiscal years beginning after December 15, 2017, and early adoption is permitted only for fiscal years beginning after December 15, 2016. In 2016, the FASB issued additional guidance which clarified principal versus agent considerations, identification of performance obligations and the implementation guidance for licensing. In addition, the FASB issued guidance regarding practical expedients related to disclosures of remaining performance obligations, as well as other amendments to guidance on transition, collectibility, non-cash consideration and the presentation of sales and other similar taxes. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. We currently plan to adopt this ASU under the modified retrospective method. We have substantially completed our evaluation of the impact this ASU will have on our subscription fees earned from self-pay subscribers and advertising revenue and, based on the preliminary results of our evaluation, we do not expect the application of this ASU to have a material impact on the recognition of these revenues. We are still evaluating the impact of this ASU as it relates to other ancillary revenue, as well as certain associated expenses. Depending on the results of our review, there could be changes to the classification and timing of recognition of revenues and expenses related to these ancillary areas. We expect to complete our assessment of this ASU by the end of the third quarter of 2017, along with our implementation process prior to the adoption of this ASU on January 1, 2018. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic net income per common share is calculated by dividing the income available to common stockholders by the weighted average common shares outstanding during each reporting period. Diluted net income per common share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents (stock options and restricted stock units) were exercised or converted into common stock, calculated using the treasury stock method. We had no participating securities during the three and six months ended June 30, 2017 and 2016 . Common stock equivalents of 35,468 and 232,784 for the three months ended June 30, 2017 and 2016 , respectively, and 35,447 and 238,391 for the six months ended June 30, 2017 and 2016 , respectively, were excluded from the calculation of diluted net income per common share as the effect would have been anti-dilutive. For the Three Months Ended June 30, For the Six Months Ended June 30, 2017 2016 2017 2016 Numerator: Net income available to common stockholders for basic and diluted net income per common share $ 202,109 $ 174,965 $ 409,182 $ 347,405 Denominator: Weighted average common shares outstanding for basic net income per common share 4,652,426 4,938,820 4,681,223 5,002,070 Weighted average impact of dilutive equity instruments 83,166 49,427 78,518 47,501 Weighted average shares for diluted net income per common share 4,735,592 4,988,247 4,759,741 5,049,571 Net income per common share: Basic $ 0.04 $ 0.04 $ 0.09 $ 0.07 Diluted $ 0.04 $ 0.04 $ 0.09 $ 0.07 |
Receivables, net
Receivables, net | 6 Months Ended |
Jun. 30, 2017 | |
Receivables [Abstract] | |
Receivables, net | Receivables, net Receivables, net, includes customer accounts receivable, receivables from distributors and other receivables. Customer accounts receivable, net, includes receivables from our subscribers and other customers, including advertising, and is stated at amounts due, net of an allowance for doubtful accounts. Our allowance for doubtful accounts is based upon our assessment of various factors. We consider historical experience, the age of the receivable balances, current economic conditions and other factors that may affect the counterparty’s ability to pay. Bad debt expense is included in Customer service and billing expense in our unaudited consolidated statements of comprehensive income. Receivables from distributors primarily include billed and unbilled amounts due from OEMs for services included in the sale or lease price of vehicles, as well as billed amounts due from wholesale distributors of our satellite radios. Other receivables primarily include amounts due from manufacturers of our radios, modules and chipsets where we are entitled to subsidies and royalties based on the number of units produced. We have not established an allowance for doubtful accounts for our receivables from distributors or other receivables as we have historically not experienced any significant collection issues with OEMs or other third parties. Receivables, net, consists of the following: June 30, 2017 December 31, 2016 Gross customer accounts receivable $ 109,562 $ 105,737 Allowance for doubtful accounts (8,570 ) (8,658 ) Customer accounts receivable, net $ 100,992 $ 97,079 Receivables from distributors 109,762 98,498 Other receivables 23,598 27,452 Total receivables, net $ 234,352 $ 223,029 |
Inventory, net
Inventory, net | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory, net | Inventory, net Inventory consists of finished goods, refurbished goods, chipsets and other raw material components used in manufacturing radios and devices. Inventory is stated at the lower of cost or market. We record an estimated allowance for inventory that is considered slow moving or obsolete or whose carrying value is in excess of net realizable value. The provision related to products purchased for resale in our direct to consumer distribution channel and components held for resale by us is reported as a component of Cost of equipment in our unaudited consolidated statements of comprehensive income. The provision related to inventory consumed in our OEM channel is reported as a component of Subscriber acquisition costs in our unaudited consolidated statements of comprehensive income. Inventory, net, consists of the following: June 30, 2017 December 31, 2016 Raw materials $ 8,034 $ 10,219 Finished goods 20,855 19,581 Allowance for obsolescence (9,308 ) (9,437 ) Total inventory, net $ 19,581 $ 20,363 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2017 | |
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 of our single reporting unit is performed as of the fourth quarter of each year, and an assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. If the carrying amount of goodwill exceeds its fair value, an impairment loss is recognized. As a result of the acquisition of Automatic, we recorded additional goodwill of $85,133 during the three and six months ended June 30, 2017 . As of June 30, 2017 , there were no indicators of impairment, and no impairment loss was recorded, for goodwill during the three and six months ended June 30, 2017 and 2016 . As of June 30, 2017 , the cumulative balance of goodwill impairments recorded since the July 2008 merger (the “Merger”) between our wholly owned subsidiary, Vernon Merger Corporation, and XM Satellite Radio Holdings Inc. (“XM”), was $4,766,190 , which was recognized during the year ended December 31, 2008. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Our intangible assets include the following: June 30, 2017 December 31, 2016 Weighted Gross Accumulated Amortization Net Carrying Gross Accumulated Amortization Net Carrying Indefinite life intangible assets: FCC licenses Indefinite $ 2,083,654 $ — $ 2,083,654 $ 2,083,654 $ — $ 2,083,654 Trademark Indefinite 250,800 — 250,800 250,000 — 250,000 Definite life intangible assets: Subscriber relationships 9 years 380,000 (377,896 ) 2,104 380,000 (364,893 ) 15,107 OEM relationships 15 years 220,000 (53,778 ) 166,222 220,000 (46,444 ) 173,556 Licensing agreements 12 years 45,289 (32,506 ) 12,783 45,289 (30,664 ) 14,625 Software and technology 7 years 43,915 (22,803 ) 21,112 29,215 (21,356 ) 7,859 Total intangible assets $ 3,023,658 $ (486,983 ) $ 2,536,675 $ 3,008,158 $ (463,357 ) $ 2,544,801 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. As part of the Automatic acquisition in April 2017, we have also identified $800 related to its trademark. We hold FCC licenses to operate our satellite digital audio radio service and provide ancillary services. The following table outlines the years in which each of our satellite licenses expires: FCC satellite licenses Expiration year SIRIUS FM-5 2025 SIRIUS FM-6 2022 XM-3 2021 XM-4 2022 XM-5 2018 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 radio spectrum, which is a renewable, reusable resource that does not deplete or exhaust over time. Our annual impairment assessment of our identifiable indefinite life intangible assets is performed as of the fourth quarter of each year. An assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. If the carrying value of the intangible assets exceeds its fair value, an impairment loss is recognized. As of June 30, 2017 , there were no indicators of impairment, and no impairment loss was recorded, for intangible assets with indefinite lives during the three and six months ended June 30, 2017 and 2016 . Definite Life Intangible Assets As part of the Automatic acquisition in April 2017, $14,700 has been allocated to identifiable intangible assets subject to amortization and relates to the assessed fair value of software and technology. Amortization expense for all definite life intangible assets was $12,098 and $12,258 for the three months ended June 30, 2017 and 2016 , respectively, and $23,626 and $24,698 for the six months ended June 30, 2017 and 2016 , respectively. Expected amortization expense for the remaining period in 2017, each of the fiscal years 2018 through 2021 and for periods thereafter is as follows: Years ending December 31, Amount 2017 (remaining) $ 13,829 2018 23,138 2019 22,701 2020 22,121 2021 16,678 Thereafter 103,754 Total definite life intangible assets, net $ 202,221 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net, consists of the following: June 30, 2017 December 31, 2016 Satellite system $ 1,586,794 $ 1,586,794 Terrestrial repeater network 129,127 127,854 Leasehold improvements 54,749 53,898 Broadcast studio equipment 88,634 84,697 Capitalized software and hardware 606,567 558,101 Satellite telemetry, tracking and control facilities 66,759 77,290 Furniture, fixtures, equipment and other 91,567 90,214 Land 38,411 38,411 Building 61,729 61,597 Construction in progress 223,543 144,954 Total property and equipment 2,947,880 2,823,810 Accumulated depreciation and amortization (1,537,615 ) (1,425,117 ) Property and equipment, net $ 1,410,265 $ 1,398,693 Construction in progress consists of the following: June 30, 2017 December 31, 2016 Satellite system $ 96,759 $ 43,977 Terrestrial repeater network 1,863 1,139 Capitalized software 104,660 82,204 Other 20,261 17,634 Construction in progress $ 223,543 $ 144,954 Depreciation and amortization expense on property and equipment was $61,421 and $54,450 for the three months ended June 30, 2017 and 2016 , respectively, and $126,597 and $109,637 for the six months ended June 30, 2017 and 2016 , respectively. We retired property and equipment of $14,760 and $36,512 during the six months ended June 30, 2017 and 2016 , respectively. We recognized a loss on disposal of assets of $12,912 , which was recorded in Satellite and transmission expense in our unaudited consolidated statements of comprehensive income during the three and six months ended June 30, 2016 , which related to the disposal of certain obsolete spare parts for a future satellite. We capitalize a portion of the interest on funds borrowed to finance the construction and launch of our satellites and launch vehicles. Capitalized interest is recorded as part of the asset’s cost and depreciated over the satellite’s useful life. Capitalized interest costs for the three and six months ended June 30, 2017 was $1,005 and $1,723 , respectively, which related to the construction of our SXM-7 and SXM-8 satellites. We did no t capitalize any interest costs for the three and six months ended June 30, 2016 . Satellites As of June 30, 2017 , we owned a fleet of five satellites. The chart below provides certain information on our satellites as of June 30, 2017 : Satellite Description Year Delivered Estimated End of SIRIUS FM-5 2009 2024 SIRIUS FM-6 2013 2028 XM-3 2005 2020 XM-4 2006 2021 XM-5 2010 2025 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In the normal course of business, we enter into transactions with related parties. Liberty Media As of June 30, 2017 , Liberty Media beneficially owned, directly and indirectly, approximately 68% of the outstanding shares of our common stock and has two executives and one of its directors on our board of directors. Gregory B. Maffei, the President and Chief Executive Officer of Liberty Media, is the Chairman of our board of directors. Sirius XM Canada On May 25, 2017, Sirius XM completed a recapitalization of Sirius XM Canada (the “Transaction”), which is now a privately held corporation. Following the Transaction, Sirius XM holds a 70% equity interest and 33% voting interest in Sirius XM Canada, with the remainder of the voting power and equity interest held by two of Sirius XM Canada’s previous shareholders. The total consideration from Sirius XM to Sirius XM Canada, excluding transaction costs, during the three and six months ended June 30, 2017 was $308,526 , which included $129,676 in cash and we issued 35,000 shares of our common stock with an aggregate value of $178,850 to the holders of the shares of Sirius XM Canada acquired in the Transaction. Sirius XM received common stock, non-voting common stock and preferred stock of Sirius XM Canada. Sirius XM now owns a total of 590,950 shares of preferred stock of Sirius XM Canada, which has a liquidation preference of one Canadian dollar per share. In connection with the Transaction, Sirius XM also made a contribution in the form of a loan to Sirius XM Canada in the aggregate amount of $130,794 on May 25, 2017. The loan is denominated in Canadian dollars and is considered a long-term investment with any unrealized gains or losses reported within Accumulated other comprehensive (loss) income. Such loan has a term of fifteen years , bears interest at a rate of 7.62% per annum and includes customary covenants and events of default, including an event of default relating to Sirius XM Canada’s failure to maintain specified leverage ratios. In addition, the terms of the loan require Sirius XM Canada to prepay a portion of the outstanding principal amount of the loan within sixty days of the end of each fiscal year in an amount equal to any cash on hand in excess of C$10,000 at the last day of the financial year if all target dividends have been paid in full. In connection with the Transaction, Sirius XM also entered into a Services Agreement and an Advisory Services Agreement with Sirius XM Canada. Each agreement has a thirty year term. Pursuant to the Services Agreement, Sirius XM Canada will pay Sirius XM 25% of its gross revenues on a monthly basis through December 31, 2021 and 30% of its gross revenues on a monthly basis thereafter. Pursuant to the Advisory Services Agreement, Sirius XM Canada will pay Sirius XM 5% of its gross revenues on a monthly basis. These agreements supersede and replace the existing agreements between Sirius XM Canada and its predecessors and Sirius XM. Sirius XM Canada is accounted for as an equity method investment, and its results are not consolidated in our consolidated financial statements. As we do not have the ability to direct the most significant activities that impact Sirius XM Canada's economic performance, we do not meet the requirements for consolidation. We had the following related party balances associated with Sirius XM Canada: June 30, 2017 December 31, 2016 Related party current assets $ 12,085 $ 6,170 Related party long-term assets $ 449,417 $ 8,918 Related party current liabilities $ 2,840 $ 2,840 Related party long-term liabilities $ 6,535 $ 7,955 Under the legacy agreement, as of December 31, 2016 , our related party current assets balance primarily consisted of activation fees and streaming and chipset costs for which we were reimbursed. As of June 30, 2017, our related party current asset balance included amounts due under the new royalty arrangement and certain amounts due prior to the recapitalization. Our related party long-term assets balance as of June 30, 2017 and December 31, 2016 included the carrying value of our investment balance in Sirius XM Canada of $313,698 and $8,615 , respectively, and, as of June 30, 2017 , also included $135,421 for the current value of the outstanding loan to Sirius XM Canada. Our related party liabilities as of each of June 30, 2017 and December 31, 2016 included $2,776 for the current portion of deferred revenue and $6,476 and $7,867 , respectively, for the long-term portion of deferred revenue recorded as of the Merger date related to agreements with legacy XM Canada, now Sirius XM Canada. These costs are being amortized on a straight line basis through 2020. We recorded the following revenue and other (expense) income associated with Sirius XM Canada in our unaudited consolidated statements of comprehensive income: For the Three Months Ended June 30, For the Six Months Ended June 30, 2017 2016 2017 2016 Revenue (a)(b) $ 28,129 $ 10,667 $ 40,345 $ 20,578 Other (expense) income Share of net (loss) earnings (b) $ (5,197 ) $ 2,177 $ (2,183 ) $ 8,451 Dividends (c) $ — $ — $ 3,796 $ 3,575 Interest income (d) $ 803 $ — $ 803 $ — (a) Prior to the Transaction, under our legacy agreements with Sirius XM Canada, we received a percentage-based royalty of 10% and 15% for certain types of subscription revenue earned by Sirius XM Canada for the use of Sirius and XM platforms, respectively, and additional royalties for premium services and royalties for activation fees and reimbursements for other charges. We record revenue from Sirius XM Canada as Other revenue in our unaudited consolidated statements of comprehensive income. (b) Prior to the Transaction, we recognized our proportionate share of revenue and earnings or losses attributable to Sirius XM Canada as they occurred as Other revenue and as a component of Other (expense) income, respectively, in our unaudited consolidated statements of comprehensive income on a one month lag. As a result of the Transaction, there is no longer a one -month lag for recognizing our proportionate share of revenue and earnings or losses attributable to Sirius XM Canada. (c) Sirius XM Canada paid dividends to us on a gross basis of $3,973 during the three months ended June 30, 2016 , and $3,796 and $7,548 during the six months ended June 30, 2017 and 2016 , respectively. These dividends were first recorded as a reduction to our investment balance in Sirius XM Canada to the extent a balance existed and then as Other (expense) income for the remaining portion. Sirius XM Canada did no t pay any dividends to us during the three months ended June 30, 2017 . (d) This interest income relates to the loan to Sirius XM Canada and is recorded as Other (expense) income in our unaudited consolidated statements of comprehensive income. |
Long-term Investment
Long-term Investment | 6 Months Ended |
Jun. 30, 2017 | |
Investments, All Other Investments [Abstract] | |
Long-term Investment | Long-term Investment On June 9, 2017, Sirius XM entered into an agreement to purchase a 19% interest, or approximately 16% on an as converted basis, in Pandora for $480,000 . Pandora operates an internet-based music discovery platform, offering a personalized experience for listeners. The Investment Agreement with Pandora relates to the issuance and sale of 480 shares of Pandora’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), for an aggregate purchase price of $480,000 , or one thousand dollars per share. In accordance with the Investment Agreement, Sirius XM purchased 172.5 shares of Series A Preferred Stock on June 9, 2017 for $172,500 (the “Initial Closing”), and will purchase the remaining 307.5 shares for $307,500 at a future date (the “Additional Closing”), subject to satisfaction of certain customary closing conditions, including, among others, obtaining clearance under the Hart-Scott-Rodino Act. Beginning on the date of the Additional Closing (or if the Investment Agreement is terminated prior to the Additional Closing, the date of such termination), the Series A Preferred Stock is convertible at the option of the holders at any time into shares of common stock of Pandora (“Pandora Common Stock”) at an initial conversion price of $10.50 per share of Pandora Common Stock and an initial conversion rate of 95.2381 shares of Pandora Common Stock per share of Series A Preferred Stock, subject to certain customary anti-dilution adjustments. Holders of the Series A Preferred Stock are entitled to a cumulative dividend at the rate of 6.0% per annum, payable quarterly in arrears, if and when declared. During the three and six months ended June 30, 2017 , we recognized $604 related to the dividend which was recorded to Other (expense) income in our unaudited consolidated statements of comprehensive income and Long-term investment within our unaudited consolidated balance sheets. Any conversion of Series A Preferred Stock may be settled by Pandora, at its option, in shares of Pandora Common Stock, cash or any combination thereof. However, unless and until Pandora’s stockholders have approved the issuance of greater than 19.99% of the outstanding Pandora Common Stock, the Series A Preferred Stock may not be converted into more than 19.99% of Pandora’s outstanding Pandora Common Stock as of the Initial Closing. The investment includes a mandatory redemption feature on any date after the fifth anniversary of the Additional Closing (or, if the Additional Closing does not occur, the fifth anniversary of the Initial Closing) at 100% of the liquidation preference plus accrued and unpaid dividends and therefore the investment qualifies as a debt security under ASC 320. As the investment will include a conversion option upon the Additional Closing, we have elected to account for this investment under the fair value option to reduce the accounting asymmetry that would otherwise arise when recognizing the changes in the fair value of available-for-sale investments. Under the fair value option, any gains (losses) associated with the change in fair value will be recognized in Other (expense) income within our unaudited consolidated statements of comprehensive income. There was no gain or loss recognized during the three or six months ended June 30, 2017 associated with this investment. Pursuant to the Investment Agreement, upon the Additional Closing, Pandora has agreed to appoint three individuals, including the Chairman, to be designated by us to Pandora’s board of directors. Once this occurs, we will reclassify the investment to related parties. Our right to designate directors will fall away once we and our affiliates fail to beneficially own shares of Series A Preferred Stock and/or Pandora Common Stock issued upon conversion thereof equal to (on an as-converted basis) at least 50% of the number of shares of Pandora Common Stock issuable upon conversion of the Series A Preferred Stock purchased under the Investment Agreement. Following the earlier to occur of (i) the second anniversary of the Additional Closing and (ii) the date on which we and our affiliates fail to beneficially own shares of Series A Preferred Stock and/or Pandora Common Stock that were issued upon conversion of Series A Preferred Stock equal to (on an as-converted basis) at least 75% of the number of shares of Pandora Common Stock issuable upon conversion of the Series A Preferred Stock purchased under the Investment Agreement, we have the right to designate only two directors. We are subject to certain standstill restrictions, including, among other things, that we are restricted from acquiring additional securities of Pandora for eighteen months after the Initial Closing. The Investment Agreement may be terminated by either party if the Additional Closing has not occurred by February 1, 2018, subject to extension in certain circumstances. However, if all applicable closing conditions have been satisfied as of such date other than with respect to the expiration or early termination of the applicable waiting period under the HSR Act, such termination date will be extended for an additional 60 days . Beginning on the date of the Additional Closing, we are entitled to vote as a single class with the holders of Pandora Common Stock on an as-converted basis (up to a maximum of 19.99% of the Pandora Common Stock outstanding on the date of the Initial Closing, unless stockholder approval has been received). Effective as of the date of the Initial Closing, we are also entitled to a separate class vote with respect to certain amendments to Pandora’s organizational documents, issuances by Pandora of securities that are senior to, or equal in priority with, the Series A Preferred Stock and the incurrence of certain indebtedness by Pandora. Upon certain change of control events involving Pandora, Pandora is required to repurchase all of the Series A Preferred Stock at a price equal to the greater of (1) an amount in cash equal to 100% of the liquidation preference thereof plus all accrued but unpaid dividends through the fifth anniversary of the Initial Closing (assuming such shares of Series A Preferred Stock remain outstanding through such date) and (2) the consideration the holders would have received if they had converted their shares of Series A Preferred Stock into Pandora Common Stock immediately prior to the change of control event (disregarding the 19.99% cap). Beginning (i) after the third anniversary of the date of the Additional Closing (or, if the Additional Closing does not occur, the third anniversary of the Initial Closing) or (ii) after the Investment Agreement is terminated prior to the Additional Closing, if the volume weighted average price per share of Pandora Common Stock exceeds $18.375 , as may be adjusted, for at least 20 trading days in any period of 30 consecutive trading days, Pandora may redeem all of the outstanding Series A Preferred Stock at 100% of the liquidation preference thereof plus all accrued but unpaid dividends for, at the election of Pandora, cash, shares of Pandora Common Stock or a combination thereof, provided that Pandora may not settle the redemption for shares of Pandora Common Stock to the extent the 19.99% cap would be exceeded. Pursuant to a registration rights agreement entered into with Pandora, we have certain customary registration rights with respect to the Series A Preferred Stock and Pandora Common Stock issued upon conversion thereof. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Our debt as of June 30, 2017 and December 31, 2016 consisted of the following: Carrying value (a) at Issuer / Borrower Issued Debt Maturity Date Interest Payable Principal Amount at June 30, 2017 June 30, 2017 December 31, 2016 Sirius XM May 2013 4.25% Senior Notes May 15, 2020 semi-annually on May 15 and November15 $ 500,000 $ 497,476 $ 497,069 Sirius XM August 2013 5.75% Senior Notes August 1, 2021 semi-annually on February 1 and August 1 600,000 596,735 596,386 Sirius XM May 2013 4.625% Senior Notes May 15, 2023 semi-annually on May 15 and November 15 500,000 496,375 496,111 Sirius XM May 2014 6.00% Senior Notes July 15, 2024 semi-annually on January 15 and July 15 1,500,000 1,487,268 1,486,556 Sirius XM March 2015 5.375% Senior Notes April 15, 2025 semi-annually on April 15 and October 15 1,000,000 990,806 990,340 Sirius XM May 2016 5.375% Senior Notes July 15, 2026 semi-annually on January 15 and July 15 1,000,000 989,693 989,259 Sirius XM August 2012 5.25% Senior Secured Notes (the "5.25% Notes") August 15, 2022 semi-annually on February 15 and August 15 400,000 396,522 396,232 Sirius XM December 2012 Senior Secured June 16, 2020 variable fee paid quarterly 1,750,000 1,000,000 390,000 Sirius XM Various Capital leases Various n/a n/a 10,832 13,559 Total Debt 6,465,707 5,855,512 Less: total current maturities 5,160 5,485 Less: total deferred financing costs for Notes 6,790 7,263 Total long-term debt $ 6,453,757 $ 5,842,764 (a) The carrying value of the obligations is net of any remaining unamortized original issue discount. (b) Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes. (c) The liens securing the 5.25% Notes are equal and ratable to the liens granted to secure the Credit Facility. (d) Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Interest on borrowings is payable on a monthly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which is payable on a quarterly basis. The variable rate for the unused portion of the Credit Facility was 0.25% per annum as of June 30, 2017 . Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our unaudited consolidated balance sheets due to the long-term maturity of this debt. (e) On June 27, 2017 , Sirius XM issued a redemption notice pursuant to the indenture governing the 4.25% Notes to redeem all of its 4.25% Notes. (f) For a discussion of subsequent events related to this debt refer to Note 17. Covenants and Restrictions Under the Credit Facility, Sirius XM, our wholly-owned subsidiary, must comply with a debt maintenance covenant that it cannot exceed a total leverage ratio, calculated as consolidated total debt to consolidated operating cash flow, of 5.0 to 1.0. The Credit Facility generally requires compliance with certain covenants that restrict Sirius XM's ability to, among other things, (i) incur additional indebtedness, (ii) incur liens, (iii) pay dividends or make certain other restricted payments, investments or acquisitions, (iv) enter into certain transactions with affiliates, (v) merge or consolidate with another person, (vi) sell, assign, lease or otherwise dispose of all or substantially all of Sirius XM's assets, and (vii) make voluntary prepayments of certain debt, in each case subject to exceptions. The indentures governing Sirius XM's notes restrict Sirius XM's non-guarantor subsidiaries' ability to create, assume, incur or guarantee additional indebtedness without such non-guarantor subsidiary guaranteeing each such series of notes on a pari passu basis. The indentures governing the notes also contain covenants that, among other things, limit Sirius XM's ability and the ability of its subsidiaries to create certain liens; enter into sale/leaseback transactions; and merge or consolidate. Under Sirius XM's debt agreements, the following generally constitute an event of default: (i) a default in the payment of interest; (ii) a default in the payment of principal; (iii) failure to comply with covenants; (iv) failure to pay other indebtedness after final maturity or acceleration of other indebtedness exceeding a specified amount; (v) certain events of bankruptcy; (vi) a judgment for payment of money exceeding a specified aggregate amount; and (vii) voidance of subsidiary guarantees, subject to grace periods where applicable. If an event of default occurs and is continuing, our debt could become immediately due and payable. At June 30, 2017 and December 31, 2016 , we were in compliance with our debt covenants. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock, par value $0.001 per share We are authorized to issue up to 9,000,000 shares of common stock. There were 4,628,821 and 4,746,047 shares of common stock issued and 4,626,078 and 4,740,947 shares outstanding on June 30, 2017 and December 31, 2016 , respectively. As part of the recapitalization of Sirius XM Canada, we issued 35,000 shares of our common stock to the holders of the shares of Sirius XM Canada. As of June 30, 2017 , there were 341,507 shares of common stock reserved for issuance in connection with outstanding stock based awards and common stock to be granted to members of our board of directors, employees and third parties. Quarterly Dividends Declared, $0.01 per share On April 25, 2017 , our board of directors declared a dividend on our common stock in the amount of $0.01 per share of common stock to stockholders of record as of the close of business on May 10, 2017 . The dividend was paid in cash on May 31, 2017 in the aggregate amount of $46,501 . We also paid a dividend in cash on February 28, 2017 in the aggregate amount of $47,137 . For a discussion of subsequent events refer to Note 17. Stock Repurchase Program As of June 30, 2017 , our board of directors had approved for repurchase an aggregate of $10,000,000 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, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act, in privately negotiated transactions, including transactions with Liberty Media and its affiliates, or otherwise. As of June 30, 2017 , our cumulative repurchases since December 2012 under our stock repurchase program totaled 2,359,319 shares for $8,749,538 , and $1,250,462 remained available under our stock repurchase program. The following table summarizes our total share repurchase activity for the six months ended: June 30, 2017 June 30, 2016 Share Repurchase Type Shares Amount Shares Amount Open Market (a) 155,711 $ 775,701 261,451 $ 991,363 (a) As of June 30, 2017 , $14,783 of common stock repurchases had not settled, nor been retired, and were recorded as Treasury stock within our unaudited consolidated balance sheets and unaudited consolidated statements of stockholders’ (deficit) equity. For a discussion of subsequent events refer to Note 17. Preferred Stock, par value $0.001 per share We are authorized to issue up to 50,000 shares of undesignated preferred stock with a liquidation preference of $0.001 per share. There were no shares of preferred stock issued or outstanding as of June 30, 2017 and December 31, 2016 . |
Benefit Plans
Benefit Plans | 6 Months Ended |
Jun. 30, 2017 | |
Retirement Benefits [Abstract] | |
Benefit Plans | Benefit Plans We recognized share-based payment expense of $30,251 and $24,177 for the three months ended June 30, 2017 and 2016 , respectively, and $59,697 and $47,870 for the six months ended June 30, 2017 and 2016 , respectively. 2015 Long-Term Stock Incentive Plan In May 2015, our stockholders approved the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “2015 Plan”). Employees, consultants and members of our board of directors are eligible to receive awards under the 2015 Plan. The 2015 Plan provides for the grant of stock options, restricted stock awards, restricted stock units and other stock-based awards that the compensation committee of our board of directors deem appropriate. Stock-based awards granted under the 2015 Plan are generally subject to a graded vesting requirement, which is generally three to four years from the grant date. Stock options generally expire ten years from the date of grant. Restricted stock units include performance-based restricted stock units (“PRSUs”), the vesting of which is subject to the employee's continued employment. PRSU awards are subject to the achievement of performance goals and generally cliff vest on the three -year anniversary of the grant date. Each restricted stock unit entitles the holder to receive one share of common stock upon vesting. As of June 30, 2017 , 182,345 shares of common stock were available for future grants under the 2015 Plan. Other Plans We maintain three other share-based benefit plans — the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan, the XM 2007 Stock Incentive Plan and the Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan. Excluding dividend equivalent units granted as a result of a declared dividend, no further awards may be made under these plans. The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees and members of our board of directors: For the Three Months Ended June 30, For the Six Months Ended June 30, 2017 2016 2017 2016 Risk-free interest rate 1.6% 1.2% 1.6% 1.2% Expected life of options — years 4.35 3.79 4.07 3.78 Expected stock price volatility 26% 24% 26% 24% Expected dividend yield 0.8% 0.0% 0.8% 0.0% There were no options granted to third parties during the three and six months ended June 30, 2017 and 2016 . Since we did not historically pay dividends on our common stock prior to the fourth quarter of 2016 , the expected dividend yield used in the Black-Scholes option pricing model was zero for the three and six months ended June 30, 2016 . The following table summarizes stock option activity under our share-based plans for the six months ended June 30, 2017 : Options Weighted- Weighted- Aggregate Outstanding as of December 31, 2016 332,648 $ 3.50 Granted 3,047 $ 4.91 Exercised (21,616 ) $ 2.78 Forfeited, cancelled or expired (2,657 ) $ 3.76 Outstanding as of June 30, 2017 311,422 $ 3.56 6.94 $ 593,984 Exercisable as of June 30, 2017 21,616 $ 2.91 5.73 $ 291,021 The weighted average grant date fair value per share of options granted during the six months ended June 30, 2017 was $1.04 . The total intrinsic value of stock options exercised during the six months ended June 30, 2017 and 2016 was $47,572 and $12,942 , respectively. During the six months ended June 30, 2017 , the number of net settled shares which were issued as a result of stock option exercises was 5,364 . We recognized share-based payment expense associated with stock options of $20,125 and $18,987 for the three months ended June 30, 2017 and 2016 , respectively, and $39,637 and $38,026 for the six months ended June 30, 2017 and 2016 , respectively. The following table summarizes the restricted stock unit, including PRSUs, activity under our share-based plans for the six months ended June 30, 2017 : Shares Grant Date Nonvested as of December 31, 2016 29,893 $ 4.03 Granted 1,660 $ 4.52 Vested (978 ) $ 3.83 Forfeited (490 ) $ 4.09 Nonvested as of June 30, 2017 30,085 $ 4.07 The total intrinsic value of restricted stock units vesting during the six months ended June 30, 2017 and 2016 was $4,802 and $765 , respectively. During the six months ended June 30, 2017 the number of net settled shares which were issued as a result of restricted stock units vesting totaled 478 . During the six months ended June 30, 2017 , we granted 603 PRSUs to certain employees. We believe it is probable that the performance target applicable to these and other previously granted PRSUs will be achieved. In connection with the cash dividends paid during the six months ended June 30, 2017 , we granted 108 restricted stock units, including PRSUs, in accordance with the terms of existing award agreements. This grant did not result in any additional incremental share-based payment expense being recognized during the six months ended June 30, 2017 . We recognized share-based payment expense associated with restricted stock units, including PRSUs, of $10,126 and $5,190 for the three months ended June 30, 2017 and 2016 , respectively, and $20,060 and $9,844 for the six months ended June 30, 2017 and 2016 , respectively. Total unrecognized compensation costs related to unvested share-based payment awards for stock options and restricted stock units granted to employees, members of our board of directors and third parties at June 30, 2017 and December 31, 2016 were $231,049 and $266,045 , respectively. The total unrecognized compensation costs at June 30, 2017 are expected to be recognized over a weighted-average period of 2.2 years. 401(k) Savings Plan Sirius XM sponsors the Sirius XM Radio Inc. 401(k) Savings Plan (the “Sirius XM Plan”) for eligible employees. The Sirius XM Plan allows eligible employees to voluntarily contribute from 1% to 50% of their pre-tax eligible earnings, subject to certain defined limits. We match 50% of an employee’s voluntary contributions per pay period on the first 6% of an employee’s pre-tax salary up to a maximum of 3% of eligible compensation. We may also make additional discretionary matching, true-up matching and non-elective contributions to the Sirius XM Plan. 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. Our cash employer matching contributions are not used to purchase shares of our common stock on the open market, unless the employee elects our common stock as their investment option for this contribution. We recognized $1,835 and $1,526 in expense during three months ended June 30, 2017 and 2016 , respectively, and $3,517 and $3,217 in expense during six months ended June 30, 2017 and 2016 , respectively, in connection with the Sirius XM Plan. Sirius XM Holdings Inc. Deferred Compensation Plan In 2015, we adopted the Sirius XM Holdings Inc. Deferred Compensation Plan (the “DCP”). The DCP allows members of our board of directors and certain eligible employees to defer all or a portion of their base salary, cash incentive compensation and/or board of directors’ cash compensation, as applicable. Pursuant to the terms of the DCP, we may elect to make additional contributions beyond amounts deferred by participants, but we are under no obligation to do so. We have established a grantor (or “rabbi”) trust to facilitate the payment of our obligations under the DCP. Contributions to the DCP, net of withdrawals, for the three months ended June 30, 2017 and 2016 , were $334 and $156 , respectively, and for the six months ended June 30, 2017 and 2016 , were $7,355 and $3,954 , respectively. As of June 30, 2017 , the fair value of the investments held in the trust was $13,111 , which is included in Other long-term assets in our unaudited consolidated balance sheets and is classified as trading securities. Trading gains and losses associated with these investments are recorded in Other (expense) income within our unaudited consolidated statements of comprehensive income. The associated liability is recorded within Other long-term liabilities in our unaudited consolidated balance sheets, and any increase or decrease in the liability is recorded in General and administration expense within our unaudited consolidated statements of comprehensive income. For the three and six months ended June 30, 2017 and 2016 , we recorded an immaterial amount of unrealized gains on investments held in the trust. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The following table summarizes our expected contractual cash commitments as of June 30, 2017 : 2017 2018 2019 2020 2021 Thereafter Total Debt obligations $ 2,759 $ 4,477 $ 3,169 $ 1,500,427 $ 600,000 $ 4,400,000 $ 6,510,832 Cash interest payments 164,721 328,828 328,734 302,898 276,125 782,563 2,183,869 Satellite and transmission 55,576 67,922 51,760 25,749 19,296 6,667 226,970 Programming and content 163,057 314,120 290,215 244,738 165,939 206,100 1,384,169 Marketing and distribution 11,475 16,367 13,637 7,870 7,043 274 56,666 Satellite incentive payments 6,179 14,302 10,652 9,310 8,448 71,337 120,228 Operating lease obligations 18,726 43,037 39,409 37,154 31,317 153,103 322,746 Other 41,373 22,815 14,961 1,861 527 30 81,567 Total (1) $ 463,866 $ 811,868 $ 752,537 $ 2,130,007 $ 1,108,695 $ 5,620,074 $ 10,887,047 (1) The table does not include our reserve for uncertain tax positions, which at June 30, 2017 totaled $6,570 , 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. During the year ended December 31, 2016, we entered into an agreement with Space Systems/Loral to design and build two satellites, SXM-7 and SXM-8, for our service. We also have entered into agreements with third parties to operate and maintain 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 costs associated with the incorporation of satellite radios into new vehicles they manufacture. Satellite incentive payments. Boeing Satellite Systems International, Inc., the manufacturer of certain of our in-orbit satellites, may be entitled to future in-orbit performance payments with respect to XM-3 and XM-4 meeting their fifteen -year design life, which we expect to occur. Boeing may also be entitled to additional incentive payments up to $10,000 if our XM-4 satellite continues to operate above baseline specifications during the five years beyond the satellite’s fifteen -year design life. Space Systems/Loral, the manufacturer of certain of our in-orbit satellites, may be entitled to future in-orbit performance payments with respect to XM-5, SIRIUS FM-5 and SIRIUS FM-6 meeting their fifteen -year design life, which we expect to occur. Operating lease obligations. We have entered into both cancelable and non-cancelable operating leases for office space, equipment and terrestrial repeaters. These leases provide for minimum lease payments, additional operating expense charges, leasehold improvements and rent escalations that have initial terms ranging from one to fifteen years , and certain leases have options to renew. The effect of the rent holidays and rent concessions are recognized on a straight-line basis over the lease term, including reasonably assured renewal periods. Other. We have entered into various agreements with third parties for general operating purposes. In addition to the minimum contractual cash commitments described above, we have entered into agreements with other variable cost arrangements. These future costs are dependent upon many factors and are difficult to anticipate; however, these costs may be substantial. We may enter into additional programming, distribution, marketing and other agreements that contain similar variable cost provisions. The cost of our common stock acquired in our capital return program but not paid for as of June 30, 2017 was also included in this category. We do not have any other significant off-balance sheet financing arrangements that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources. Legal Proceedings In the ordinary course of business, we are a defendant or party to various claims and lawsuits, including those discussed below. We record a liability when we believe that it is both probable that a liability will be incurred, and the amount of loss can be reasonably estimated. We evaluate developments in legal matters that could affect the amount of liability that has been previously accrued and make adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss. We may be unable to estimate the reasonably possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because: (i) the damages sought are indeterminate; (ii) the proceedings are in the relative early stages; (iii) there is uncertainty as to the outcome of pending proceedings (including motions and appeals); (iv) there is uncertainty as to the likelihood of settlement and the outcome of any negotiations with respect thereto; (v) there remain significant factual issues to be determined or resolved; (vi) the relevant law is unsettled; or (vii) the proceedings involve novel or untested legal theories. In such instances, there may be considerable uncertainty regarding the ultimate resolution of such matters, including a possible eventual loss, if any. SoundExchange Royalty Claims . In August 2013, SoundExchange, Inc. filed a complaint in the United States District Court for the District of Columbia alleging that we underpaid royalties for statutory licenses in violation of the regulations established by the Copyright Royalty Board for the 2007-2012 period. SoundExchange principally alleges that we improperly reduced our gross revenues applicable to royalties by improperly deducting revenue attributable to pre-1972 recordings and Premier package revenue that is not “separately charged” as required by the regulations. We believe that we properly applied the gross revenue exclusions contained in the regulations established by the Copyright Royalty Board. SoundExchange is seeking compensatory damages of not less than $50,000 and up to $100,000 or more, payment of late fees and interest, and attorneys’ fees and costs. In August 2014, the United States District Court for the District of Columbia, in response to our motion to dismiss the complaint, stayed the case on the grounds that it properly should be pursued in the first instance before the Copyright Royalty Board rather than the District Court. In its opinion, the District Court concluded that the gross revenue exclusions in the regulations established by the Copyright Royalty Board for the 2007-2012 period were ambiguous and did not, on their face, make clear whether our royalty calculation approaches were permissible under the regulations. In December 2014, SoundExchange filed a petition with the Copyright Royalty Board requesting an order interpreting the applicable regulations. On January 10, 2017, the Copyright Royalty Board issued a ruling concluding that we correctly interpreted the revenue exclusions applicable to pre-1972 recordings, but in certain cases did not apply those exclusions properly. The ruling further indicated that we improperly claimed a revenue exclusion based on our Premier package upcharge, because, in the Judges’ view, the portion of the package that contained programming that did not include sound recordings was not offered for a “separate charge” in accordance with the regulations. On March 9, 2017, the Copyright Royalty Board issued an order withdrawing its January 10, 2017 ruling in its entirety and requesting that the parties submit briefs addressing certain jurisdictional issues related to this proceeding. Rulings by the Copyright Royalty Board are subject to limited legal review by the Register of Copyrights. We expect that any ruling by the Copyright Royalty Board in this matter (and any potential review by the Register of Copyrights) will be transmitted back to the District Court for further proceedings, such as adjudication claims relating to damages and defenses. We believe we have substantial defenses to SoundExchange claims that can be asserted, including in proceedings in the District Court, and will continue to defend this action vigorously. This matter is titled SoundExchange, Inc. v. Sirius XM Radio, Inc. , No.13-cv-1290-RJL (D.D.C.), and Determination of Rates and Terms for Preexisting Subscription Services and Satellite Digital Audio Radio Services, United States Copyright Royalty Board, No. 2006-1 CRB DSTRA. Information concerning the action is publicly available in filings under the docket numbers. This matter is not related to certain claims under state law brought by owners of pre-1972 recording copyrights arising out of our use and performance of those recordings. At December 31, 2016, we concluded that a loss, in excess of our recorded liabilities, is reasonably possible in connection with the SoundExchange royalty claims. At June 30, 2017, the estimable portion of such possible loss continues to range from $0 to $70,000 , plus any related interest or late fees. Based on our defenses, such a loss is not considered probable at this time and no liability for such additional loss has been recorded. The matters underlying this estimated range and the estimable portion of reasonably possible losses may change from time to time and the actual possible loss may vary from this estimate. 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 matters, in our opinion, is likely to have a material adverse effect on our business, financial condition or results of operations. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We file a consolidated federal income tax return for all of our wholly-owned subsidiaries, including Sirius XM. For the three months ended June 30, 2017 and 2016 , income tax expense was $119,513 and $106,310 , respectively, and $233,486 and $214,552 for the six months ended June 30, 2017 and 2016 , respectively. Our effective tax rate for the three months ended June 30, 2017 and 2016 was 37.2% and 37.8% , respectively. Our effective tax rate for the six months ended June 30, 2017 and 2016 was 36.3% and 38.2% , respectively. The rate for the three and six months ended June 30, 2017 and 2016 was impacted by the recognition of excess tax benefits or shortfalls related to share based compensation. We estimate our annual effective tax rate for the year ending December 31, 2017 will be 37.4% . As of June 30, 2017 and December 31, 2016 , we had a valuation allowance related to deferred tax assets of $44,022 and $47,682 , respectively, that were not likely to be realized due to certain net operating loss limitations and acquired net operating losses that were not more likely than not going to be utilized. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Debt Transactions On June 27, 2017 , Sirius XM issued a redemption notice pursuant to the indenture governing the 4.25% Notes to redeem all of its 4.25% Notes. The 4.25% Notes were redeemed on July 27, 2017 at 101.063% of the principal amount thereof plus accrued and unpaid interest thereon from May 15 through July 26, 2017 for a total amount of $509,565 . This redemption will result in a Loss on extinguishment of debt and credit facilities, net, of approximately $8,393 in the third quarter of 2017. On July 5, 2017 , Sirius XM issued a redemption notice pursuant to the indenture governing the 5.75% Notes to redeem all of its 5.75% Notes. The 5.75% Notes will be redeemed on August 4, 2017 at 102.875% of the principal amount thereof plus accrued and unpaid interest thereon from August 1 through August 3, 2017 for a total amount of $617,538 . This redemption will result in a Loss on extinguishment of debt and credit facilities, net, of approximately $20,963 in the third quarter of 2017. On July 5, 2017 , Sirius XM issued $750,000 aggregate principal amount of 3.875% Senior Notes due 2022 (the “ 3.875% Notes”) and $1,250,000 aggregate principal amount of 5.00% Senior Notes due 2027 (the “ 5.00% Notes”). For both series of notes, interest is payable semi-annually in arrears on February 1 and August 1, commencing on February 1, 2018. The 3.875% Notes will mature on August 1, 2022 and the 5.00% Notes will mature on August 1, 2027. Capital Return Program For the period from July 1, 2017 to July 25, 2017 , we repurchased 13,314 shares of our common stock on the open market for an aggregate purchase price of $72,135 , including fees and commissions. On July 11, 2017 , our board of directors declared a quarterly dividend on our common stock in the amount of $0.01 per share of common stock payable on August 31, 2017 to stockholders of record as of the close of business on August 10, 2017 . |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited consolidated financial statements of Holdings and its subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and footnote disclosures normally included in the financial statements presented in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Certain amounts in our prior period consolidated financial statements have been either reclassified to conform to our current period presentation or adjusted to reflect the adoption of Accounting Standards Update (“ASU”) 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , in the third quarter of 2016. All significant intercompany transactions have been eliminated in consolidation. In the opinion of our management, all normal recurring adjustments necessary for a fair presentation of our unaudited consolidated financial statements as of June 30, 2017 and for the three and six months ended June 30, 2017 and 2016 have been made. Interim results are not necessarily indicative of the results that may be expected for a full year. This Quarterly Report on Form 10-Q should be read together with our Annual Report on Form 10-K for the year ended December 31, 2016 , which was filed with the SEC on February 2, 2017. Public companies are required to disclose certain information about their reportable operating segments. Operating segments are defined as significant components of an enterprise for which separate financial information is available and is evaluated on a regular basis by the chief operating decision makers in deciding how to allocate resources to an individual segment and in assessing performance of the segment. We have determined that we have one reportable segment as our chief operating decision maker, our Chief Executive Officer, assesses performance and allocates resources based on the consolidated results of operations of our business. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Estimates, by their nature, are based on judgment and available information. Actual results could differ materially from those estimates. Significant estimates inherent in the preparation of the accompanying unaudited consolidated financial statements include asset impairment, depreciable lives of our satellites, share-based payment expense, and income taxes. |
Fair Value Measurements | For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are based on unadjusted quoted prices in active markets for identical instruments. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. |
Recent Accounting Pronouncements | In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) . This ASU eliminates Step 2 from the goodwill impairment test. Under the new guidance, entities should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, this ASU eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and is applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. While we are currently evaluating the impact of the adoption of this ASU, we do not believe that the adoption of this guidance will have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . This ASU requires a company to recognize lease assets and liabilities arising from operating leases in the statement of financial position. This ASU does not significantly change the previous lease guidance for how a lessee should recognize the recognition, measurement, and presentation of expenses and cash flows arising from a lease. Additionally, the criteria for classifying a finance lease versus an operating lease are substantially the same as the previous guidance. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted. This ASU must be adopted using a modified retrospective approach. We plan to adopt this ASU on January 1, 2019. Although we are in the process of evaluating the impact of adoption of the ASU on our consolidated financial statements, we currently believe the most significant changes will be related to the recognition of right-of-use assets and lease liability on our consolidated balance sheet for operating leases. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU 2015-14 which amended the effective date of this ASU to fiscal years beginning after December 15, 2017, and early adoption is permitted only for fiscal years beginning after December 15, 2016. In 2016, the FASB issued additional guidance which clarified principal versus agent considerations, identification of performance obligations and the implementation guidance for licensing. In addition, the FASB issued guidance regarding practical expedients related to disclosures of remaining performance obligations, as well as other amendments to guidance on transition, collectibility, non-cash consideration and the presentation of sales and other similar taxes. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. We currently plan to adopt this ASU under the modified retrospective method. We have substantially completed our evaluation of the impact this ASU will have on our subscription fees earned from self-pay subscribers and advertising revenue and, based on the preliminary results of our evaluation, we do not expect the application of this ASU to have a material impact on the recognition of these revenues. We are still evaluating the impact of this ASU as it relates to other ancillary revenue, as well as certain associated expenses. Depending on the results of our review, there could be changes to the classification and timing of recognition of revenues and expenses related to these ancillary areas. We expect to complete our assessment of this ASU by the end of the third quarter of 2017, along with our implementation process prior to the adoption of this ASU on January 1, 2018. |
Earnings per Share | Basic net income per common share is calculated by dividing the income available to common stockholders by the weighted average common shares outstanding during each reporting period. Diluted net income per common share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents (stock options and restricted stock units) were exercised or converted into common stock, calculated using the treasury stock method. |
Receivables, net | Receivables, net, includes customer accounts receivable, receivables from distributors and other receivables. Customer accounts receivable, net, includes receivables from our subscribers and other customers, including advertising, and is stated at amounts due, net of an allowance for doubtful accounts. Our allowance for doubtful accounts is based upon our assessment of various factors. We consider historical experience, the age of the receivable balances, current economic conditions and other factors that may affect the counterparty’s ability to pay. Bad debt expense is included in Customer service and billing expense in our unaudited consolidated statements of comprehensive income. Receivables from distributors primarily include billed and unbilled amounts due from OEMs for services included in the sale or lease price of vehicles, as well as billed amounts due from wholesale distributors of our satellite radios. Other receivables primarily include amounts due from manufacturers of our radios, modules and chipsets where we are entitled to subsidies and royalties based on the number of units produced. We have not established an allowance for doubtful accounts for our receivables from distributors or other receivables as we have historically not experienced any significant collection issues with OEMs or other third parties. |
Inventory, net | Inventory consists of finished goods, refurbished goods, chipsets and other raw material components used in manufacturing radios and devices. Inventory is stated at the lower of cost or market. We record an estimated allowance for inventory that is considered slow moving or obsolete or whose carrying value is in excess of net realizable value. The provision related to products purchased for resale in our direct to consumer distribution channel and components held for resale by us is reported as a component of Cost of equipment in our unaudited consolidated statements of comprehensive income. The provision related to inventory consumed in our OEM channel is reported as a component of Subscriber acquisition costs in our unaudited consolidated statements of comprehensive income. |
Goodwill | Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. Our annual impairment assessment of our single reporting unit is performed as of the fourth quarter of each year, and an assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. If the carrying amount of goodwill exceeds its fair value, an impairment loss is recognized. As a result of the acquisition of Automatic, we recorded additional goodwill of $85,133 during the three and six months ended June 30, 2017 . |
Indefinite Life Intangible Assets | Our annual impairment assessment of our identifiable indefinite life 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. |
Legal Costs | We record a liability when we believe that it is both probable that a liability will be incurred, and the amount of loss can be reasonably estimated. We evaluate developments in legal matters that could affect the amount of liability that has been previously accrued and make adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss. We may be unable to estimate the reasonably possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because: (i) the damages sought are indeterminate; (ii) the proceedings are in the relative early stages; (iii) there is uncertainty as to the outcome of pending proceedings (including motions and appeals); (iv) there is uncertainty as to the likelihood of settlement and the outcome of any negotiations with respect thereto; (v) there remain significant factual issues to be determined or resolved; (vi) the relevant law is unsettled; or (vii) the proceedings involve novel or untested legal theories. In such instances, there may be considerable uncertainty regarding the ultimate resolution of such matters, including a possible eventual loss, if any. |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The condensed table below summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date: Acquired Assets: Intangible assets subject to amortization $ 14,700 Goodwill 85,133 Deferred income tax asset, net 10,854 Other assets 4,019 Trademark 800 Total Assets $ 115,506 Assumed Liabilities: Deferred revenue (5,582 ) Other liabilities (1,617 ) Total Liabilities $ (7,199 ) Total Consideration $ 108,307 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of assets and liabilities measured at fair value | Our assets and liabilities measured at fair value were as follows: June 30, 2017 December 31, 2016 Level 1 Level 2 Level 3 Total Fair Level 1 Level 2 Level 3 Total Fair Assets: Pandora - investment (a) — $ 173,104 — $ 173,104 — — — $ — Sirius XM Canada - investment (b) — — — N/A $ 178,696 — — $ 178,696 Liabilities: Debt (c) — $ 6,735,887 — $ 6,735,887 — $ 6,008,205 — $ 6,008,205 (a) During the three months ended June 30, 2017 , we entered into an investment agreement with Pandora. We have elected the fair value option to account for this investment. Refer to Note 11 for information on this transaction. (b) During the three months ended June 30, 2017 , we completed a recapitalization of Sirius XM Canada. Following this recapitalization, Sirius XM Canada ceased to be a publicly traded company. Refer to Note 10 for information on this transaction. The amount as of December 31, 2016 approximated fair value. The carrying value of our investment in Sirius XM Canada was $313,698 and $8,615 as of June 30, 2017 and December 31, 2016 , respectively. (c) The fair value for non-publicly traded instruments is based upon estimates from a market maker and brokerage firm. Refer to Note 12 for information related to the carrying value of our debt as of June 30, 2017 and December 31, 2016 . |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per share | For the Three Months Ended June 30, For the Six Months Ended June 30, 2017 2016 2017 2016 Numerator: Net income available to common stockholders for basic and diluted net income per common share $ 202,109 $ 174,965 $ 409,182 $ 347,405 Denominator: Weighted average common shares outstanding for basic net income per common share 4,652,426 4,938,820 4,681,223 5,002,070 Weighted average impact of dilutive equity instruments 83,166 49,427 78,518 47,501 Weighted average shares for diluted net income per common share 4,735,592 4,988,247 4,759,741 5,049,571 Net income per common share: Basic $ 0.04 $ 0.04 $ 0.09 $ 0.07 Diluted $ 0.04 $ 0.04 $ 0.09 $ 0.07 |
Receivables, net (Tables)
Receivables, net (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Receivables [Abstract] | |
Accounts receivable, net | Receivables, net, consists of the following: June 30, 2017 December 31, 2016 Gross customer accounts receivable $ 109,562 $ 105,737 Allowance for doubtful accounts (8,570 ) (8,658 ) Customer accounts receivable, net $ 100,992 $ 97,079 Receivables from distributors 109,762 98,498 Other receivables 23,598 27,452 Total receivables, net $ 234,352 $ 223,029 |
Inventory, net (Tables)
Inventory, net (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Summary of inventory, net | Inventory, net, consists of the following: June 30, 2017 December 31, 2016 Raw materials $ 8,034 $ 10,219 Finished goods 20,855 19,581 Allowance for obsolescence (9,308 ) (9,437 ) Total inventory, net $ 19,581 $ 20,363 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of indefinite-lived intangible assets | Our intangible assets include the following: June 30, 2017 December 31, 2016 Weighted Gross Accumulated Amortization Net Carrying Gross Accumulated Amortization Net Carrying Indefinite life intangible assets: FCC licenses Indefinite $ 2,083,654 $ — $ 2,083,654 $ 2,083,654 $ — $ 2,083,654 Trademark Indefinite 250,800 — 250,800 250,000 — 250,000 Definite life intangible assets: Subscriber relationships 9 years 380,000 (377,896 ) 2,104 380,000 (364,893 ) 15,107 OEM relationships 15 years 220,000 (53,778 ) 166,222 220,000 (46,444 ) 173,556 Licensing agreements 12 years 45,289 (32,506 ) 12,783 45,289 (30,664 ) 14,625 Software and technology 7 years 43,915 (22,803 ) 21,112 29,215 (21,356 ) 7,859 Total intangible assets $ 3,023,658 $ (486,983 ) $ 2,536,675 $ 3,008,158 $ (463,357 ) $ 2,544,801 |
Schedule of finite-lived intangible assets | Our intangible assets include the following: June 30, 2017 December 31, 2016 Weighted Gross Accumulated Amortization Net Carrying Gross Accumulated Amortization Net Carrying Indefinite life intangible assets: FCC licenses Indefinite $ 2,083,654 $ — $ 2,083,654 $ 2,083,654 $ — $ 2,083,654 Trademark Indefinite 250,800 — 250,800 250,000 — 250,000 Definite life intangible assets: Subscriber relationships 9 years 380,000 (377,896 ) 2,104 380,000 (364,893 ) 15,107 OEM relationships 15 years 220,000 (53,778 ) 166,222 220,000 (46,444 ) 173,556 Licensing agreements 12 years 45,289 (32,506 ) 12,783 45,289 (30,664 ) 14,625 Software and technology 7 years 43,915 (22,803 ) 21,112 29,215 (21,356 ) 7,859 Total intangible assets $ 3,023,658 $ (486,983 ) $ 2,536,675 $ 3,008,158 $ (463,357 ) $ 2,544,801 |
Years in which satellite licenses expire | The following table outlines the years in which each of our satellite licenses expires: FCC satellite licenses Expiration year SIRIUS FM-5 2025 SIRIUS FM-6 2022 XM-3 2021 XM-4 2022 XM-5 2018 |
Expected future amortization expense | Expected amortization expense for the remaining period in 2017, each of the fiscal years 2018 through 2021 and for periods thereafter is as follows: Years ending December 31, Amount 2017 (remaining) $ 13,829 2018 23,138 2019 22,701 2020 22,121 2021 16,678 Thereafter 103,754 Total definite life intangible assets, net $ 202,221 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, net | Property and equipment, net, consists of the following: June 30, 2017 December 31, 2016 Satellite system $ 1,586,794 $ 1,586,794 Terrestrial repeater network 129,127 127,854 Leasehold improvements 54,749 53,898 Broadcast studio equipment 88,634 84,697 Capitalized software and hardware 606,567 558,101 Satellite telemetry, tracking and control facilities 66,759 77,290 Furniture, fixtures, equipment and other 91,567 90,214 Land 38,411 38,411 Building 61,729 61,597 Construction in progress 223,543 144,954 Total property and equipment 2,947,880 2,823,810 Accumulated depreciation and amortization (1,537,615 ) (1,425,117 ) Property and equipment, net $ 1,410,265 $ 1,398,693 |
Summary of orbiting satellites | The chart below provides certain information on our satellites as of June 30, 2017 : Satellite Description Year Delivered Estimated End of SIRIUS FM-5 2009 2024 SIRIUS FM-6 2013 2028 XM-3 2005 2020 XM-4 2006 2021 XM-5 2010 2025 |
Construction in progress | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, net | Construction in progress consists of the following: June 30, 2017 December 31, 2016 Satellite system $ 96,759 $ 43,977 Terrestrial repeater network 1,863 1,139 Capitalized software 104,660 82,204 Other 20,261 17,634 Construction in progress $ 223,543 $ 144,954 |
Related Party Transactions (Tab
Related Party Transactions (Tables) - Equity Method Investee | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transaction [Line Items] | |
Summary of related party balances | We had the following related party balances associated with Sirius XM Canada: June 30, 2017 December 31, 2016 Related party current assets $ 12,085 $ 6,170 Related party long-term assets $ 449,417 $ 8,918 Related party current liabilities $ 2,840 $ 2,840 Related party long-term liabilities $ 6,535 $ 7,955 |
Schedule of related party revenues and other income | We recorded the following revenue and other (expense) income associated with Sirius XM Canada in our unaudited consolidated statements of comprehensive income: For the Three Months Ended June 30, For the Six Months Ended June 30, 2017 2016 2017 2016 Revenue (a)(b) $ 28,129 $ 10,667 $ 40,345 $ 20,578 Other (expense) income Share of net (loss) earnings (b) $ (5,197 ) $ 2,177 $ (2,183 ) $ 8,451 Dividends (c) $ — $ — $ 3,796 $ 3,575 Interest income (d) $ 803 $ — $ 803 $ — (a) Prior to the Transaction, under our legacy agreements with Sirius XM Canada, we received a percentage-based royalty of 10% and 15% for certain types of subscription revenue earned by Sirius XM Canada for the use of Sirius and XM platforms, respectively, and additional royalties for premium services and royalties for activation fees and reimbursements for other charges. We record revenue from Sirius XM Canada as Other revenue in our unaudited consolidated statements of comprehensive income. (b) Prior to the Transaction, we recognized our proportionate share of revenue and earnings or losses attributable to Sirius XM Canada as they occurred as Other revenue and as a component of Other (expense) income, respectively, in our unaudited consolidated statements of comprehensive income on a one month lag. As a result of the Transaction, there is no longer a one -month lag for recognizing our proportionate share of revenue and earnings or losses attributable to Sirius XM Canada. (c) Sirius XM Canada paid dividends to us on a gross basis of $3,973 during the three months ended June 30, 2016 , and $3,796 and $7,548 during the six months ended June 30, 2017 and 2016 , respectively. These dividends were first recorded as a reduction to our investment balance in Sirius XM Canada to the extent a balance existed and then as Other (expense) income for the remaining portion. Sirius XM Canada did no t pay any dividends to us during the three months ended June 30, 2017 . (d) This interest income relates to the loan to Sirius XM Canada and is recorded as Other (expense) income in our unaudited consolidated statements of comprehensive income. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments | Our debt as of June 30, 2017 and December 31, 2016 consisted of the following: Carrying value (a) at Issuer / Borrower Issued Debt Maturity Date Interest Payable Principal Amount at June 30, 2017 June 30, 2017 December 31, 2016 Sirius XM May 2013 4.25% Senior Notes May 15, 2020 semi-annually on May 15 and November15 $ 500,000 $ 497,476 $ 497,069 Sirius XM August 2013 5.75% Senior Notes August 1, 2021 semi-annually on February 1 and August 1 600,000 596,735 596,386 Sirius XM May 2013 4.625% Senior Notes May 15, 2023 semi-annually on May 15 and November 15 500,000 496,375 496,111 Sirius XM May 2014 6.00% Senior Notes July 15, 2024 semi-annually on January 15 and July 15 1,500,000 1,487,268 1,486,556 Sirius XM March 2015 5.375% Senior Notes April 15, 2025 semi-annually on April 15 and October 15 1,000,000 990,806 990,340 Sirius XM May 2016 5.375% Senior Notes July 15, 2026 semi-annually on January 15 and July 15 1,000,000 989,693 989,259 Sirius XM August 2012 5.25% Senior Secured Notes (the "5.25% Notes") August 15, 2022 semi-annually on February 15 and August 15 400,000 396,522 396,232 Sirius XM December 2012 Senior Secured June 16, 2020 variable fee paid quarterly 1,750,000 1,000,000 390,000 Sirius XM Various Capital leases Various n/a n/a 10,832 13,559 Total Debt 6,465,707 5,855,512 Less: total current maturities 5,160 5,485 Less: total deferred financing costs for Notes 6,790 7,263 Total long-term debt $ 6,453,757 $ 5,842,764 (a) The carrying value of the obligations is net of any remaining unamortized original issue discount. (b) Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes. (c) The liens securing the 5.25% Notes are equal and ratable to the liens granted to secure the Credit Facility. (d) Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Interest on borrowings is payable on a monthly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which is payable on a quarterly basis. The variable rate for the unused portion of the Credit Facility was 0.25% per annum as of June 30, 2017 . Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our unaudited consolidated balance sheets due to the long-term maturity of this debt. (e) On June 27, 2017 , Sirius XM issued a redemption notice pursuant to the indenture governing the 4.25% Notes to redeem all of its 4.25% Notes. (f) For a discussion of subsequent events related to this debt refer to Note 17. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Schedule of repurchase agreements | The following table summarizes our total share repurchase activity for the six months ended: June 30, 2017 June 30, 2016 Share Repurchase Type Shares Amount Shares Amount Open Market (a) 155,711 $ 775,701 261,451 $ 991,363 (a) As of June 30, 2017 , $14,783 of common stock repurchases had not settled, nor been retired, and were recorded as Treasury stock within our unaudited consolidated balance sheets and unaudited consolidated statements of stockholders’ (deficit) equity. For a discussion of subsequent events refer to Note 17. |
Benefit Plans (Tables)
Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Retirement Benefits [Abstract] | |
Fair value of options granted | The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees and members of our board of directors: For the Three Months Ended June 30, For the Six Months Ended June 30, 2017 2016 2017 2016 Risk-free interest rate 1.6% 1.2% 1.6% 1.2% Expected life of options — years 4.35 3.79 4.07 3.78 Expected stock price volatility 26% 24% 26% 24% Expected dividend yield 0.8% 0.0% 0.8% 0.0% |
Stock options activity under share-based payment plans | The following table summarizes stock option activity under our share-based plans for the six months ended June 30, 2017 : Options Weighted- Weighted- Aggregate Outstanding as of December 31, 2016 332,648 $ 3.50 Granted 3,047 $ 4.91 Exercised (21,616 ) $ 2.78 Forfeited, cancelled or expired (2,657 ) $ 3.76 Outstanding as of June 30, 2017 311,422 $ 3.56 6.94 $ 593,984 Exercisable as of June 30, 2017 21,616 $ 2.91 5.73 $ 291,021 |
Summary of restricted stock unit and stock award activity | The following table summarizes the restricted stock unit, including PRSUs, activity under our share-based plans for the six months ended June 30, 2017 : Shares Grant Date Nonvested as of December 31, 2016 29,893 $ 4.03 Granted 1,660 $ 4.52 Vested (978 ) $ 3.83 Forfeited (490 ) $ 4.09 Nonvested as of June 30, 2017 30,085 $ 4.07 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Expected contractual cash commitments | The following table summarizes our expected contractual cash commitments as of June 30, 2017 : 2017 2018 2019 2020 2021 Thereafter Total Debt obligations $ 2,759 $ 4,477 $ 3,169 $ 1,500,427 $ 600,000 $ 4,400,000 $ 6,510,832 Cash interest payments 164,721 328,828 328,734 302,898 276,125 782,563 2,183,869 Satellite and transmission 55,576 67,922 51,760 25,749 19,296 6,667 226,970 Programming and content 163,057 314,120 290,215 244,738 165,939 206,100 1,384,169 Marketing and distribution 11,475 16,367 13,637 7,870 7,043 274 56,666 Satellite incentive payments 6,179 14,302 10,652 9,310 8,448 71,337 120,228 Operating lease obligations 18,726 43,037 39,409 37,154 31,317 153,103 322,746 Other 41,373 22,815 14,961 1,861 527 30 81,567 Total (1) $ 463,866 $ 811,868 $ 752,537 $ 2,130,007 $ 1,108,695 $ 5,620,074 $ 10,887,047 (1) The table does not include our reserve for uncertain tax positions, which at June 30, 2017 totaled $6,570 , as the specific timing of any cash payments cannot be projected with reasonable certainty. |
Business & Basis of Presentat37
Business & Basis of Presentation (Details) | 6 Months Ended |
Jun. 30, 2017segmentsatellite_radio_system | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of satellite radio systems | satellite_radio_system | 2 |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |
Number of reportable segments | segment | 1 |
Minimum | |
Related Party Transaction [Line Items] | |
Length of prepaid subscriptions, term | 3 months |
Maximum | |
Related Party Transaction [Line Items] | |
Length of prepaid subscriptions, term | 12 months |
Acquisition (Details)
Acquisition (Details) - USD ($) $ in Thousands | Apr. 18, 2017 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||
Purchase price | $ 107,488 | $ 0 | |||
Acquired Assets: | |||||
Goodwill | $ 2,290,240 | $ 2,290,240 | $ 2,205,107 | ||
Automatic | |||||
Business Acquisition [Line Items] | |||||
Purchase price | $ 107,488 | ||||
Cash acquired | 819 | ||||
Acquired Assets: | |||||
Intangible assets subject to amortization | 14,700 | ||||
Goodwill | 85,133 | ||||
Deferred income tax asset, net | 10,854 | ||||
Other assets | 4,019 | ||||
Total Assets | 115,506 | ||||
Assumed Liabilities: | |||||
Deferred revenue | (5,582) | ||||
Other liabilities | (1,617) | ||||
Total Liabilities | (7,199) | ||||
Total Consideration | 108,307 | ||||
Acquisition related costs | $ 861 | ||||
Automatic | Trademark | |||||
Acquired Assets: | |||||
Trademark | $ 800 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Liabilities: | |||||
Debt | $ 6,735,887 | $ 6,735,887 | $ 6,008,205 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||
Accumulated Other Comprehensive Income (Loss) | (1,041,690) | (1,041,690) | (792,015) | ||
Foreign currency translation adjustment, tax | 1,745 | ||||
Foreign currency translation adjustment, net of tax | 2,763 | $ (15) | 2,746 | $ 434 | |
Accumulated Other Comprehensive (Loss) Income | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||
Accumulated Other Comprehensive Income (Loss) | 2,607 | 2,607 | (139) | ||
Level 1 | |||||
Liabilities: | |||||
Debt | 0 | 0 | 0 | ||
Level 2 | |||||
Liabilities: | |||||
Debt | 6,735,887 | 6,735,887 | 6,008,205 | ||
Level 3 | |||||
Liabilities: | |||||
Debt | 0 | 0 | 0 | ||
Pandora | |||||
Assets: | |||||
Pandora - investment | 173,104 | 173,104 | 0 | ||
Pandora | Level 1 | |||||
Assets: | |||||
Pandora - investment | 0 | 0 | 0 | ||
Pandora | Level 2 | |||||
Assets: | |||||
Pandora - investment | 173,104 | 173,104 | 0 | ||
Pandora | Level 3 | |||||
Assets: | |||||
Pandora - investment | 0 | 0 | 0 | ||
Sirius XM Canada | |||||
Assets: | |||||
Sirius XM Canada - investment | 178,696 | ||||
Sirius XM Canada | Equity Method Investee | |||||
Assets: | |||||
Long-term investment | $ 313,698 | $ 313,698 | 8,615 | ||
Sirius XM Canada | Level 1 | |||||
Assets: | |||||
Sirius XM Canada - investment | 178,696 | ||||
Sirius XM Canada | Level 2 | |||||
Assets: | |||||
Sirius XM Canada - investment | 0 | ||||
Sirius XM Canada | Level 3 | |||||
Assets: | |||||
Sirius XM Canada - investment | $ 0 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Participating securities (in shares) | 0 | 0 | 0 | 0 |
Anti-dilutive common stock equivalents (in shares) | 35,468,000 | 232,784,000 | 35,447,000 | 238,391,000 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Numerator: | ||||
Net income available to common stockholders for basic and diluted net income per common share | $ 202,109 | $ 174,965 | $ 409,182 | $ 347,405 |
Denominator: | ||||
Weighted average common shares outstanding for basic net income per common share (in shares) | 4,652,426 | 4,938,820 | 4,681,223 | 5,002,070 |
Weighted average impact of dilutive equity instruments (in shares) | 83,166 | 49,427 | 78,518 | 47,501 |
Weighted average shares for diluted net income per common share (in shares) | 4,735,592 | 4,988,247 | 4,759,741 | 5,049,571 |
Net income per common share: | ||||
Basic (in dollars per share) | $ 0.04 | $ 0.04 | $ 0.09 | $ 0.07 |
Diluted (in dollars per share) | $ 0.04 | $ 0.04 | $ 0.09 | $ 0.07 |
Receivables, net (Details)
Receivables, net (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Accounts receivable, net | ||
Gross customer accounts receivable | $ 109,562 | $ 105,737 |
Allowance for doubtful accounts | (8,570) | (8,658) |
Customer accounts receivable, net | 100,992 | 97,079 |
Receivables from distributors | 109,762 | 98,498 |
Other receivables | 23,598 | 27,452 |
Total receivables, net | $ 234,352 | $ 223,029 |
Inventory, net (Details)
Inventory, net (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 8,034 | $ 10,219 |
Finished goods | 20,855 | 19,581 |
Allowance for obsolescence | (9,308) | (9,437) |
Total inventory, net | $ 19,581 | $ 20,363 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)segment | Jun. 30, 2016USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Number of reportable segments | segment | 1 | |||
Business Acquisition [Line Items] | ||||
Impairment losses for goodwill | $ 0 | $ 0 | $ 0 | $ 0 |
Accumulated impairment of goodwill since the Merger | 4,766,190,000 | 4,766,190,000 | ||
Automatic | ||||
Business Acquisition [Line Items] | ||||
Goodwill acquired during period | $ 85,133,000 | $ 85,133,000 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Definite life intangible assets: | ||
Accumulated amortization | $ (486,983) | $ (463,357) |
Net carrying value | 202,221 | |
Gross Carrying Value | ||
Total intangible assets | 3,023,658 | 3,008,158 |
Net Carrying Value | ||
Total intangible assets | 2,536,675 | 2,544,801 |
FCC licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite life intangible assets | 2,083,654 | 2,083,654 |
Trademark | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite life intangible assets | $ 250,800 | 250,000 |
Subscriber relationships | ||
Definite life intangible assets: | ||
Weighted average useful lives (in years) | 9 years | |
Gross carrying value | $ 380,000 | 380,000 |
Accumulated amortization | (377,896) | (364,893) |
Net carrying value | $ 2,104 | 15,107 |
OEM relationships | ||
Definite life intangible assets: | ||
Weighted average useful lives (in years) | 15 years | |
Gross carrying value | $ 220,000 | 220,000 |
Accumulated amortization | (53,778) | (46,444) |
Net carrying value | $ 166,222 | 173,556 |
Licensing agreements | ||
Definite life intangible assets: | ||
Weighted average useful lives (in years) | 12 years | |
Gross carrying value | $ 45,289 | 45,289 |
Accumulated amortization | (32,506) | (30,664) |
Net carrying value | $ 12,783 | 14,625 |
Software and technology | ||
Definite life intangible assets: | ||
Weighted average useful lives (in years) | 7 years | |
Gross carrying value | $ 43,915 | 29,215 |
Accumulated amortization | (22,803) | (21,356) |
Net carrying value | $ 21,112 | $ 7,859 |
Intangible Assets - Indefinite
Intangible Assets - Indefinite Life Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Apr. 18, 2017 | |
Indefinite-lived Intangible Assets [Line Items] | |||||
Impairment of intangible assets, indefinite-lived (excluding goodwill) | $ 0 | $ 0 | $ 0 | $ 0 | |
Automatic | Trademark | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Trademark | $ 800,000 |
Intangible Assets - Definite Li
Intangible Assets - Definite Life Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Apr. 18, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 12,098 | $ 12,258 | $ 23,626 | $ 24,698 | |
Automatic | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization | $ 14,700 |
Intangible Assets - Expected Am
Intangible Assets - Expected Amortization Expense for Each of the Fiscal Years (Details) $ in Thousands | Jun. 30, 2017USD ($) |
Expected amortization expense for each of the fiscal years | |
2017 (remaining) | $ 13,829 |
2,018 | 23,138 |
2,019 | 22,701 |
2,020 | 22,121 |
2,021 | 16,678 |
Thereafter | 103,754 |
Net carrying value | $ 202,221 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,947,880 | $ 2,823,810 |
Accumulated depreciation and amortization | (1,537,615) | (1,425,117) |
Property and equipment, net | 1,410,265 | 1,398,693 |
Satellite system | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,586,794 | 1,586,794 |
Terrestrial repeater network | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 129,127 | 127,854 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 54,749 | 53,898 |
Broadcast studio equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 88,634 | 84,697 |
Capitalized software and hardware | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 606,567 | 558,101 |
Satellite telemetry, tracking and control facilities | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 66,759 | 77,290 |
Furniture, fixtures, equipment and other | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 91,567 | 90,214 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 38,411 | 38,411 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 61,729 | 61,597 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 223,543 | $ 144,954 |
Property and Equipment - Sche50
Property and Equipment - Schedule of Construction in Progress (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Construction in progress | $ 223,543 | $ 144,954 |
Satellite system | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | 96,759 | 43,977 |
Terrestrial repeater network | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | 1,863 | 1,139 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | 104,660 | 82,204 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | $ 20,261 | $ 17,634 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017USD ($)satellite | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)satellite | Jun. 30, 2016USD ($) | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense on property and equipment | $ 61,421,000 | $ 54,450,000 | $ 126,597,000 | $ 109,637,000 |
Disposal of property and equipment | 14,760,000 | 36,512,000 | ||
Loss on disposal of assets | 12,912,000 | 0 | 12,912,000 | |
Capitalized interest costs | $ 1,005,000 | $ 0 | $ 1,723,000 | $ 0 |
Number of owned satellites | satellite | 5 | 5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) CAD / shares in Units, $ / shares in Units, shares in Thousands, $ in Thousands | May 25, 2017USD ($) | Jun. 30, 2017USD ($)directorexecutive$ / sharesshares | May 24, 2017shareholder | Jun. 30, 2017USD ($)directorexecutive$ / sharesshares | Jun. 30, 2016USD ($) | Jun. 30, 2017CAD / shares | May 25, 2017CAD | Dec. 31, 2016USD ($) |
Related Party Transaction [Line Items] | ||||||||
Payments to acquire equity method investments | $ 130,026 | $ 0 | ||||||
Preferred stock liquidation preference per share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||
Current portion of deferred revenue | $ 1,864,643 | $ 1,864,643 | $ 1,832,609 | |||||
Deferred revenue, noncurrent | $ 180,647 | $ 180,647 | 176,319 | |||||
Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of common stock related to investment in Sirius XM Canada (in shares) | shares | 35,000 | |||||||
Management | Liberty Media | Executives | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of related party members on the board of directors | executive | 2 | 2 | ||||||
Management | Liberty Media | Director | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of related party members on the board of directors | director | 1 | 1 | ||||||
Management | Liberty Media | Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party ownership percentage | 68.00% | 68.00% | ||||||
Equity Method Investee | ||||||||
Related Party Transaction [Line Items] | ||||||||
Notes receivable, related parties | $ 130,794 | $ 135,421 | $ 135,421 | |||||
Notes receivable, maturity period | 15 years | |||||||
Interest rate | 7.62% | |||||||
Annual principal repayment period | 60 days | |||||||
Annual prepayment cash threshold | CAD | CAD 10,000,000 | |||||||
Current portion of deferred revenue | 2,776 | 2,776 | 2,776 | |||||
Deferred revenue, noncurrent | $ 6,476 | $ 6,476 | 7,867 | |||||
Equity Method Investee | Services Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Period of agreement | 30 years | |||||||
Equity Method Investee | Services Agreement, Years 1 Through 5 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percent of gross revenue receivable | 25.00% | |||||||
Equity Method Investee | Services Agreement, Years 6 Through 30 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percent of gross revenue receivable | 30.00% | |||||||
Equity Method Investee | Advisory Services Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percent of gross revenue receivable | 5.00% | |||||||
Equity Method Investee | Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of common stock related to investment in Sirius XM Canada (in shares) | shares | 35,000 | 35,000 | ||||||
Equity Method Investee | Sirius XM Canada | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity method investment, equity interest | 70.00% | 70.00% | ||||||
Equity method investment, voting interest | 33.00% | 33.00% | ||||||
Number of shareholders | shareholder | 2 | |||||||
Consideration transferred | $ 308,526 | $ 308,526 | ||||||
Payments to acquire equity method investments | 129,676 | 129,676 | ||||||
Issuance of common stock for investment in Sirius XM Canada | $ 178,850 | $ 178,850 | ||||||
Number of preferred shares owned (in shares) | shares | 590,950 | 590,950 | ||||||
Preferred stock liquidation preference per share (in dollars per share) | CAD / shares | CAD 1 | |||||||
Equity method investments | $ 313,698 | $ 313,698 | $ 8,615 |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Related party current assets | $ 12,085 | $ 6,170 |
Related party long-term assets | 449,417 | 8,918 |
Related party current liabilities | 2,840 | 2,840 |
Related party long-term liabilities | 6,535 | 7,955 |
Equity Method Investee | Sirius XM Canada | ||
Related Party Transaction [Line Items] | ||
Related party current assets | 12,085 | 6,170 |
Related party long-term assets | 449,417 | 8,918 |
Related party current liabilities | 2,840 | 2,840 |
Related party long-term liabilities | $ 6,535 | $ 7,955 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Revenue and Other Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Other (expense) income | ||||
Share of net (loss) earnings | $ (2,183) | $ 8,451 | ||
Dividends | 3,606 | 7,160 | ||
Sirius XM Canada | Equity Method Investee | ||||
Related Party Transaction [Line Items] | ||||
Revenue | $ 28,129 | $ 10,667 | 40,345 | 20,578 |
Other (expense) income | ||||
Share of net (loss) earnings | (5,197) | 2,177 | (2,183) | 8,451 |
Dividends | 0 | 0 | 3,796 | 3,575 |
Interest income | $ 803 | $ 0 | $ 803 | $ 0 |
Related Party Transactions - 55
Related Party Transactions - Schedule of Related Party Revenue and Other Income Additional Information (Details) - Sirius XM Canada - Equity Method Investee - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | May 24, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Related Party Transaction [Line Items] | |||||
Earning recognition lag period | 1 month | ||||
Equity method investment, dividends, including reduction of investment | $ 0 | $ 3,973,000 | $ 3,796,000 | $ 7,548,000 | |
Sirius Platform | |||||
Related Party Transaction [Line Items] | |||||
Percentage-based royalty | 10.00% | ||||
X M Platform | |||||
Related Party Transaction [Line Items] | |||||
Percentage-based royalty | 15.00% |
Long-term Investment (Details)
Long-term Investment (Details) | Jun. 09, 2017USD ($)$ / sharesshares | Jun. 30, 2017$ / shares | Jun. 30, 2017USD ($)$ / shares | Dec. 31, 2017USD ($)director$ / sharesshares | Jun. 30, 2017USD ($)$ / shares | Jun. 30, 2016USD ($) | Dec. 31, 2020trading_days$ / shares | Dec. 31, 2017USD ($)$ / sharesshares | Jun. 09, 2022 | Jun. 09, 2020 |
Schedule of Equity Method Investments [Line Items] | ||||||||||
Investment in convertible preferred stock | $ | $ 172,500,000 | $ 0 | ||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Pandora | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Investment in convertible preferred stock | $ | $ 172,500,000 | |||||||||
Dividend income from investment | $ | $ 604,000 | $ 604,000 | ||||||||
Gain (loss) on investment | $ | $ 0 | $ 0 | ||||||||
Pandora | Forecast | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Investment ownership percentage | 19.00% | 19.00% | ||||||||
Ownership percentage on an as-converted basis | 16.00% | 16.00% | ||||||||
Investment in convertible preferred stock | $ | $ 307,500,000 | $ 480,000,000 | ||||||||
Number of directors designated | director | 3 | |||||||||
Minimum ownership percentage for director designation | 50.00% | 50.00% | ||||||||
Director designation period | 2 years | |||||||||
Minimum ownership percentage for designation of two directors | 75.00% | 75.00% | ||||||||
Pandora | Series A Preferred Stock | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Preferred stock dividend rate, percentage | 6.00% | |||||||||
Pandora | Series A Preferred Stock | Forecast | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Price per share (in dollars per share) | $ / shares | $ 10.50 | $ 10.50 | ||||||||
Common shares issued upon conversion (in shares) | shares | 95.2381 | 95.2381 | ||||||||
Mandatory redemption period | 5 years | |||||||||
Percentage of liquidation preference | 100.00% | 100.00% | 100.00% | 100.00% | ||||||
Convertible preferred stock, stock trigger price | $ / shares | $ 18.375 | |||||||||
Convertible preferred stock, threshold trading days | trading_days | 20 | |||||||||
Convertible preferred stock, threshold consecutive trading days | trading_days | 30 | |||||||||
Pandora | Series A Preferred Stock | Forecast | Minimum | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Mandatory redemption period | 3 years | |||||||||
Pandora | Series A Preferred Stock | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Price per share (in dollars per share) | $ / shares | $ 1,000 | |||||||||
Pandora | Series A Preferred Stock | Forecast | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of shares issued (in shares) | shares | 307,500 | 480,000 | ||||||||
Pandora | Pandora | Series A Preferred Stock | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of shares issued (in shares) | shares | 172,500 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) | Jun. 30, 2017 | Jun. 27, 2017 | Dec. 31, 2016 |
Debt | |||
Capital leases | $ 10,832,000 | $ 13,559,000 | |
Total debt | 6,465,707,000 | 5,855,512,000 | |
Less: total current maturities | 5,160,000 | 5,485,000 | |
Less: total deferred financing costs for Notes | 6,790,000 | 7,263,000 | |
Total long-term debt | 6,453,757,000 | 5,842,764,000 | |
Senior Secured Revolving Credit Facility | |||
Debt | |||
Principal Amount | 1,750,000,000 | ||
Carrying value | $ 1,000,000,000 | 390,000,000 | |
Senior Notes | 4.25% Senior Notes Due 2020 | |||
Debt | |||
Stated interest rate | 4.25% | 4.25% | |
Principal Amount | $ 500,000,000 | ||
Carrying value | $ 497,476,000 | 497,069,000 | |
Senior Notes | 5.75% Senior Notes Due 2021 | |||
Debt | |||
Stated interest rate | 5.75% | ||
Principal Amount | $ 600,000,000 | ||
Carrying value | $ 596,735,000 | 596,386,000 | |
Senior Notes | 4.625% Senior Notes Due 2023 | |||
Debt | |||
Stated interest rate | 4.625% | ||
Principal Amount | $ 500,000,000 | ||
Carrying value | $ 496,375,000 | 496,111,000 | |
Senior Notes | 6.00% Senior Note Due July 15, 2024 | |||
Debt | |||
Stated interest rate | 6.00% | ||
Principal Amount | $ 1,500,000,000 | ||
Carrying value | $ 1,487,268,000 | 1,486,556,000 | |
Senior Notes | 5.375% Senior Notes Due 2025 | |||
Debt | |||
Stated interest rate | 5.375% | ||
Principal Amount | $ 1,000,000,000 | ||
Carrying value | $ 990,806,000 | 990,340,000 | |
Senior Notes | 5.375% Senior Notes Due 2026 | |||
Debt | |||
Stated interest rate | 5.375% | ||
Principal Amount | $ 1,000,000,000 | ||
Carrying value | $ 989,693,000 | 989,259,000 | |
Senior Secured Notes | 5.25% Senior Notes Due 2022 | |||
Debt | |||
Stated interest rate | 5.25% | ||
Principal Amount | $ 400,000,000 | ||
Carrying value | $ 396,522,000 | $ 396,232,000 |
Debt - Schedule of Long-term 58
Debt - Schedule of Long-term Debt Instruments Additional Information (Details) | Jun. 30, 2017 | Jun. 27, 2017 |
Senior Secured Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Credit facility, unused capacity, commitment fee percentage | 0.25% | |
Senior Secured Notes | 5.25% Senior Notes Due 2022 | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 5.25% | |
Senior Notes | 4.25% Senior Notes Due 2020 | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 4.25% | 4.25% |
Debt - Additional Information (
Debt - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Senior Secured Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Maximum consolidated leverage ratio | 5 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - USD ($) | May 31, 2017 | Apr. 25, 2017 | Feb. 28, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock, shares authorized (in shares) | 9,000,000,000 | 9,000,000,000 | 9,000,000,000 | |||||
Common stock, shares issued (in shares) | 4,628,821,000 | 4,628,821,000 | 4,746,047,000 | |||||
Common stock, shares outstanding (in shares) | 4,626,078,000 | 4,626,078,000 | 4,740,947,000 | |||||
Common stock reserved for issuance (in shares) | 341,507,000 | 341,507,000 | ||||||
Dividends declared per common share (in dollars per share) | $ 0.01 | $ 0.01 | $ 0 | $ 0.02 | $ 0 | |||
Dividends paid | $ 46,501,000 | $ 47,137,000 | $ 93,638,000 | $ 0 | ||||
Number of shares repurchased (in shares) | 2,359,319,000 | 2,359,319,000 | ||||||
Aggregate cost for shares repurchased | $ 8,749,538,000 | $ 8,749,538,000 | ||||||
Remaining amount authorized under the stock repurchase program | 1,250,462,000 | $ 1,250,462,000 | ||||||
Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock related to investment in Sirius XM Canada (in shares) | 35,000,000 | |||||||
Stock repurchase program, aggregate authorized amount | $ 10,000,000,000 | $ 10,000,000,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Repurchase Agreements (Details) - USD ($) shares in Thousands, $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Shares Repurchase Activity [Line Items] | |||
Amount | $ 775,701 | ||
Treasury stock value | $ 14,783 | $ 22,906 | |
Open Market | |||
Shares Repurchase Activity [Line Items] | |||
Shares (in shares) | 155,711 | 261,451 | |
Amount | $ 775,701 | $ 991,363 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Equity [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Undesignated preferred stock authorized (in shares) | 50,000,000 | |
Preferred stock liquidation preference per share (in dollars per share) | $ 0.001 | |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Benefit Plans - Additional Info
Benefit Plans - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017USD ($)shares | Jun. 30, 2016USD ($)shares | Jun. 30, 2017USD ($)plan$ / sharesshares | Jun. 30, 2016USD ($)shares | Dec. 31, 2016USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment expense | $ 30,251 | $ 24,177 | $ 59,697 | $ 47,870 | |
Number of other share-based benefit plans | plan | 3 | ||||
Options granted (in shares) | shares | 0 | 0 | 0 | 0 | |
Expected dividend yield | 0.80% | 0.00% | 0.80% | 0.00% | |
Deferred compensation contributions | $ 334 | $ 156 | $ 7,355 | $ 3,954 | |
Fair value of investment assets related to deferred compensation plan | 13,111 | $ 13,111 | |||
Sirius XM Savings Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Minimum of employee contributions of pre-tax eligible earnings to Company 401(k) Savings Plan | 1.00% | ||||
Maximum of employee contributions of pre-tax eligible earnings to Company 401(k) Savings Plan | 50.00% | ||||
Percent of Company match of employee's voluntary contributions | 50.00% | ||||
Percent of employee's pre-tax salary | 6.00% | ||||
Maximum annual contributions per employee, percent | 3.00% | ||||
Vesting percentage of employer contributions for each year of employment | 33.33% | ||||
Savings plan, fully vested period | 3 years | ||||
Recognized cost | 1,835 | 1,526 | $ 3,517 | 3,217 | |
Employees And Non Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment expense | 20,125 | 18,987 | $ 39,637 | 38,026 | |
Weighted average grant date fair value of options granted (in dollars per share) | $ / shares | $ 1.04 | ||||
Total intrinsic value of stock options exercised | $ 47,572 | 12,942 | |||
Number of net settled shares issued as a result of exercise of stock options and vesting of restricted stock units (in shares) | shares | 5,364,000 | ||||
Restricted Stock Units (RSUs) and Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment expense | 10,126 | $ 5,190 | $ 20,060 | 9,844 | |
Shares granted (in shares) | shares | 1,660,000 | ||||
Incremental shares granted (in shares) | shares | 108,000 | ||||
Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of net settled shares issued as a result of exercise of stock options and vesting of restricted stock units (in shares) | shares | 478,000 | ||||
Total intrinsic value of restricted stock units and stock awards vested | $ 4,802 | $ 765 | |||
Performance-based Share Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Shares granted (in shares) | shares | 603,000 | ||||
Restricted Stock Units RSU and Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total unrecognized compensation costs related to unvested share based payment awards for restricted stock units, net of estimated forfeitures | $ 231,049 | $ 231,049 | $ 266,045 | ||
Weighted average expected period for recognition of compensation expenses | 2 years 2 months 12 days | ||||
2015 Long Term Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock conversion to common stock | 1 | ||||
Common stock available for future grants (in shares) | shares | 182,345,000 | 182,345,000 | |||
2015 Long Term Stock Incentive Plan | Employees And Non Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option expiration period | 10 years | ||||
2015 Long Term Stock Incentive Plan | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
2015 Long Term Stock Incentive Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years |
Benefit Plans - Fair Value of O
Benefit Plans - Fair Value of Options Granted (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Retirement Benefits [Abstract] | ||||
Risk-free interest rate | 1.60% | 1.20% | 1.60% | 1.20% |
Expected life of options — years | 4 years 4 months 6 days | 3 years 9 months 15 days | 4 years 26 days | 3 years 9 months 11 days |
Expected stock price volatility | 26.00% | 24.00% | 26.00% | 24.00% |
Expected dividend yield | 0.80% | 0.00% | 0.80% | 0.00% |
Benefit Plans - Stock Options A
Benefit Plans - Stock Options Activity Under Share-Based Payment Plans (Details) - Employees And Non Employee Stock Option $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Options | |
Outstanding as of beginning of period (in shares) | shares | 332,648 |
Granted (in shares) | shares | 3,047 |
Exercised (in shares) | shares | (21,616) |
Forfeited, cancelled or expired (in shares) | shares | (2,657) |
Outstanding as of end of period (in shares) | shares | 311,422 |
Exercisable (in shares) | shares | 21,616 |
Weighted- Average Exercise Price Per Share | |
Outstanding as of beginning of period (in dollars per share) | $ / shares | $ 3.50 |
Granted (in dollars per share) | $ / shares | 4.91 |
Exercised (in dollars per share) | $ / shares | 2.78 |
Forfeited, cancelled or expired (in dollars per share) | $ / shares | 3.76 |
Outstanding as of end of period (in dollars per share) | $ / shares | 3.56 |
Exercisable (in dollars per share) | $ / shares | $ 2.91 |
Weighted- Average Remaining Contractual Term (Years) | |
Outstanding | 6 years 11 months 8 days |
Exercisable | 5 years 8 months 23 days |
Aggregate Intrinsic Value | |
Outstanding | $ | $ 593,984 |
Exercisable | $ | $ 291,021 |
Benefit Plans - Summary of Rest
Benefit Plans - Summary of Restricted Stock Unit and Stock Award Activity (Details) - Restricted Stock Units (RSUs) and Performance Shares shares in Thousands | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Shares | |
Nonvested as of beginning of period (in shares) | shares | 29,893 |
Granted (in shares) | shares | 1,660 |
Vested (in shares) | shares | (978) |
Forfeited (in shares) | shares | (490) |
Nonvested as of end of period (in shares) | shares | 30,085 |
Grant Date Fair Value Per Share | |
Nonvested as of beginning of period (in dollars per share) | $ / shares | $ 4.03 |
Granted (in dollars per share) | $ / shares | 4.52 |
Vested (in dollars per share) | $ / shares | 3.83 |
Forfeited (in dollars per share) | $ / shares | 4.09 |
Nonvested as of end of period (in dollars per share) | $ / shares | $ 4.07 |
Commitments and Contingencies -
Commitments and Contingencies - Expected Contractual Cash Commitments (Details) $ in Thousands | Jun. 30, 2017USD ($) |
Expected contractual cash commitments | |
2,017 | $ 463,866 |
2,018 | 811,868 |
2,019 | 752,537 |
2,020 | 2,130,007 |
2,021 | 1,108,695 |
Thereafter | 5,620,074 |
Total | 10,887,047 |
Unrecognized tax benefits | 6,570 |
Debt obligations | |
Expected contractual cash commitments | |
2,017 | 2,759 |
2,018 | 4,477 |
2,019 | 3,169 |
2,020 | 1,500,427 |
2,021 | 600,000 |
Thereafter | 4,400,000 |
Total | 6,510,832 |
Cash interest payments | |
Expected contractual cash commitments | |
2,017 | 164,721 |
2,018 | 328,828 |
2,019 | 328,734 |
2,020 | 302,898 |
2,021 | 276,125 |
Thereafter | 782,563 |
Total | 2,183,869 |
Satellite and transmission | |
Expected contractual cash commitments | |
2,017 | 55,576 |
2,018 | 67,922 |
2,019 | 51,760 |
2,020 | 25,749 |
2,021 | 19,296 |
Thereafter | 6,667 |
Total | 226,970 |
Programming and content | |
Expected contractual cash commitments | |
2,017 | 163,057 |
2,018 | 314,120 |
2,019 | 290,215 |
2,020 | 244,738 |
2,021 | 165,939 |
Thereafter | 206,100 |
Total | 1,384,169 |
Marketing and distribution | |
Expected contractual cash commitments | |
2,017 | 11,475 |
2,018 | 16,367 |
2,019 | 13,637 |
2,020 | 7,870 |
2,021 | 7,043 |
Thereafter | 274 |
Total | 56,666 |
Satellite incentive payments | |
Expected contractual cash commitments | |
2,017 | 6,179 |
2,018 | 14,302 |
2,019 | 10,652 |
2,020 | 9,310 |
2,021 | 8,448 |
Thereafter | 71,337 |
Total | 120,228 |
Operating lease obligations | |
Expected contractual cash commitments | |
2,017 | 18,726 |
2,018 | 43,037 |
2,019 | 39,409 |
2,020 | 37,154 |
2,021 | 31,317 |
Thereafter | 153,103 |
Total | 322,746 |
Other | |
Expected contractual cash commitments | |
2,017 | 41,373 |
2,018 | 22,815 |
2,019 | 14,961 |
2,020 | 1,861 |
2,021 | 527 |
Thereafter | 30 |
Total | $ 81,567 |
Commitments and Contingencies68
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 6 Months Ended |
Aug. 31, 2013USD ($) | Jun. 30, 2017USD ($)satellite | |
Loss Contingencies [Line Items] | ||
Number of replacement satellites | satellite | 2 | |
Sound Exchange, Inc | ||
Loss Contingencies [Line Items] | ||
Loss contingency liability | $ 0 | |
Minimum | ||
Loss Contingencies [Line Items] | ||
Operating lease obligations, term | 1 year | |
Minimum | Sound Exchange, Inc | Pending Litigation | ||
Loss Contingencies [Line Items] | ||
Compensatory damages sought | $ 50,000,000 | |
Estimate of possible loss | $ 0 | |
Maximum | ||
Loss Contingencies [Line Items] | ||
Operating lease obligations, term | 15 years | |
Maximum | Sound Exchange, Inc | Pending Litigation | ||
Loss Contingencies [Line Items] | ||
Compensatory damages sought | $ 100,000,000 | |
Estimate of possible loss | $ 70,000,000 | |
XM-5, FM-5, FM-6, XM-3, and XM-4 | ||
Loss Contingencies [Line Items] | ||
Operating performance over design life | 15 years | |
XM4 | ||
Loss Contingencies [Line Items] | ||
Period beyond expected operating performance of design life for XM-4 | 5 years | |
XM-4 | Maximum | ||
Loss Contingencies [Line Items] | ||
Additional payments required if XM-4 continues to operate above baseline specifications | $ 10,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||||||
Income tax expense | $ 119,513 | $ 106,310 | $ 233,486 | $ 214,552 | ||
Income Taxes [Line Items] | ||||||
Effective income tax rate percent | 37.20% | 37.80% | 36.30% | 38.20% | ||
Valuation allowance | $ 44,022 | $ 44,022 | $ 47,682 | |||
Forecast | ||||||
Income Taxes [Line Items] | ||||||
Effective income tax rate percent | 37.40% |
Subsequent Events - Debt Transa
Subsequent Events - Debt Transactions (Details) - Senior Notes - USD ($) | Aug. 04, 2017 | Jul. 27, 2017 | Sep. 30, 2017 | Jul. 05, 2017 | Jun. 30, 2017 | Jun. 27, 2017 |
4.25% Senior Notes Due 2020 | ||||||
Subsequent Event [Line Items] | ||||||
Stated interest rate | 4.25% | 4.25% | ||||
Debt face amount | $ 500,000,000 | |||||
4.25% Senior Notes Due 2020 | Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Stated interest rate | 4.25% | |||||
5.75% Senior Notes Due 2021 | ||||||
Subsequent Event [Line Items] | ||||||
Stated interest rate | 5.75% | |||||
Debt face amount | $ 600,000,000 | |||||
Subsequent Event | 4.25% Senior Notes Due 2020 | Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Redemption price, as a percentage | 101.063% | |||||
Debt repurchase amount | $ 509,565,000 | |||||
Loss on extinguishment of debt | $ 8,393,000 | |||||
Subsequent Event | 5.75% Senior Notes Due 2021 | ||||||
Subsequent Event [Line Items] | ||||||
Stated interest rate | 5.75% | |||||
Subsequent Event | 5.75% Senior Notes Due 2021 | Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Stated interest rate | 5.75% | |||||
Redemption price, as a percentage | 102.875% | |||||
Debt repurchase amount | $ 617,538,000 | |||||
Loss on extinguishment of debt | $ 20,963,000 | |||||
Subsequent Event | 3.875% Senior Notes Due 2022 | ||||||
Subsequent Event [Line Items] | ||||||
Stated interest rate | 3.875% | |||||
Debt face amount | $ 750,000,000 | |||||
Subsequent Event | 5.00% Senior Notes Due 2027 | ||||||
Subsequent Event [Line Items] | ||||||
Stated interest rate | 5.00% | |||||
Debt face amount | $ 1,250,000,000 |
Subsequent Events - Capital Ret
Subsequent Events - Capital Return Program (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Jul. 11, 2017 | Apr. 25, 2017 | Jul. 25, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Subsequent Event [Line Items] | |||||||
Common stock repurchased, value | $ 775,701 | ||||||
Dividends declared per common share (in dollars per share) | $ 0.01 | $ 0.01 | $ 0 | $ 0.02 | $ 0 | ||
Open Market | |||||||
Subsequent Event [Line Items] | |||||||
Common stock repurchased (in shares) | 155,711 | 261,451 | |||||
Common stock repurchased, value | $ 775,701 | $ 991,363 | |||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Dividends declared per common share (in dollars per share) | $ 0.01 | ||||||
Subsequent Event | Open Market | |||||||
Subsequent Event [Line Items] | |||||||
Common stock repurchased (in shares) | 13,314 | ||||||
Common stock repurchased, value | $ 72,135 |