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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|
| | | |
☑ | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2020
OR
|
| | |
☐ | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM __________ TO ________
COMMISSION FILE NUMBER 001-34295
SIRIUS XM HOLDINGS INC.
(Exact name of registrant as specified in its charter)
|
| | | |
Delaware | | 38-3916511 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
1221 Avenue of the Americas, 35th Floor, New York, NY
(Address of Principal Executive Offices)
10020
(Zip Code)
Registrant’s telephone number, including area code: (212) 584-5100
Former name, former address and former fiscal year, if changed since last report: Not Applicable
Securities registered pursuant to Section 12(b) of the Act:
|
| | | | |
Title of each class | | Trading Symbol(s) | | Name of exchange on which registered |
Common stock, $0.001 par value | | SIRI | | NASDAQ Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
|
| | | | | | | |
Large accelerated filer | ☑ | | Accelerated filer | ☐ | | Non-accelerated filer | ☐ |
| | | | | | |
Smaller reporting company | ☐ | | Emerging growth company | ☐ | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
|
| | | |
(Class) | | (Outstanding as of April 24, 2020) |
Common stock, $0.001 par value | | 4,379,119,828 | shares |
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
|
| | | | | | | |
| For the Three Months Ended March 31, |
(in millions, except per share data) | 2020 | | 2019 |
Revenue: | |
| | |
|
Subscriber revenue | $ | 1,585 |
| | $ | 1,458 |
|
Advertising revenue | 285 |
| | 209 |
|
Equipment revenue | 41 |
| | 41 |
|
Other revenue | 41 |
| | 36 |
|
Total revenue | 1,952 |
| | 1,744 |
|
Operating expenses: | |
| | |
|
Cost of services: | |
| | |
|
Revenue share and royalties | 570 |
| | 492 |
|
Programming and content | 118 |
| | 106 |
|
Customer service and billing | 118 |
| | 113 |
|
Transmission | 40 |
| | 31 |
|
Cost of equipment | 4 |
| | 6 |
|
Subscriber acquisition costs | 99 |
| | 108 |
|
Sales and marketing | 225 |
| | 183 |
|
Engineering, design and development | 71 |
| | 54 |
|
General and administrative | 107 |
| | 135 |
|
Depreciation and amortization | 132 |
| | 107 |
|
Acquisition and other related costs | — |
| | 76 |
|
Total operating expenses | 1,484 |
| | 1,411 |
|
Income from operations | 468 |
| | 333 |
|
Other (expense) income: | |
| | |
|
Interest expense | (99 | ) | | (90 | ) |
Loss on extinguishment of debt | — |
| | (1 | ) |
Other (expense) income | 4 |
| | 1 |
|
Total other (expense) income | (95 | ) | | (90 | ) |
Income before income taxes | 373 |
| | 243 |
|
Income tax expense | (80 | ) | | (81 | ) |
Net income | $ | 293 |
| | $ | 162 |
|
Foreign currency translation adjustment, net of tax | (25 | ) | | 7 |
|
Total comprehensive income | $ | 268 |
| | $ | 169 |
|
Net income per common share: | |
| | |
|
Basic | $ | 0.07 |
| | $ | 0.04 |
|
Diluted | $ | 0.07 |
| | $ | 0.03 |
|
Weighted average common shares outstanding: | |
| | |
|
Basic | 4,405 |
| | 4,571 |
|
Diluted | 4,515 |
| | 4,678 |
|
See accompanying notes to the unaudited consolidated financial statements.
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
| | | | | | | |
(in millions, except per share data) | March 31, 2020 |
| December 31, 2019 |
ASSETS | (unaudited) |
|
|
|
Current assets: | |
| | |
|
Cash and cash equivalents | $ | 40 |
| | $ | 106 |
|
Receivables, net | 604 |
| | 670 |
|
Inventory, net | 12 |
| | 11 |
|
Related party current assets | 15 |
| | 22 |
|
Prepaid expenses and other current assets | 212 |
| | 194 |
|
Total current assets | 883 |
| | 1,003 |
|
Property and equipment, net | 1,609 |
| | 1,626 |
|
Intangible assets, net | 3,429 |
| | 3,467 |
|
Goodwill | 3,843 |
| | 3,843 |
|
Related party long-term assets | 495 |
| | 452 |
|
Deferred tax assets | 89 |
| | 153 |
|
Operating lease right-of-use assets | 452 |
|
| 466 |
|
Other long-term assets | 135 |
| | 139 |
|
Total assets | $ | 10,935 |
| | $ | 11,149 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |
| | |
|
Current liabilities: | |
| | |
|
Accounts payable and accrued expenses | $ | 1,029 |
| | $ | 1,151 |
|
Accrued interest | 98 |
| | 160 |
|
Current portion of deferred revenue | 1,923 |
| | 1,930 |
|
Current maturities of debt | 2 |
| | 2 |
|
Operating lease current liabilities | 47 |
|
| 46 |
|
Related party current liabilities | 3 |
| | 4 |
|
Total current liabilities | 3,102 |
| | 3,293 |
|
Long-term deferred revenue | 126 |
| | 130 |
|
Long-term debt | 7,847 |
| | 7,842 |
|
Deferred tax liabilities | 70 |
| | 70 |
|
Operating lease liabilities | 444 |
|
| 456 |
|
Other long-term liabilities | 93 |
| | 94 |
|
Total liabilities | 11,682 |
| | 11,885 |
|
Commitments and contingencies (Note 15) |
|
| |
|
|
Stockholders’ equity (deficit): | |
| | |
|
Common stock, par value $0.001 per share; 9,000 shares authorized; 4,379 and 4,412 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 4 |
| | 4 |
|
Accumulated other comprehensive income (loss), net of tax | (17 | ) | | 8 |
|
Additional paid-in capital | 116 |
| | 395 |
|
Treasury stock, at cost; 0 and 0 shares of common stock at March 31, 2020 and December 31, 2019, respectively | — |
| | — |
|
Accumulated deficit | (850 | ) | | (1,143 | ) |
Total stockholders’ equity (deficit) | (747 | ) | | (736 | ) |
Total liabilities and stockholders’ equity (deficit) | $ | 10,935 |
| | $ | 11,149 |
|
See accompanying notes to the unaudited consolidated financial statements.
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
For the Three Months Ended March 31, 2020 |
| | Common Stock | | Accumulated Other Comprehensive Income (Loss) | | Additional Paid-in Capital | | Treasury Stock | | Accumulated Deficit | | Total Stockholders’ Equity (Deficit) |
(in millions) | | Shares | | Amount | | | | Shares | | Amount | | |
Balance at December 31, 2019 | | 4,412 |
| | $ | 4 |
| | $ | 8 |
| | $ | 395 |
| | — |
| | $ | — |
| | $ | (1,143 | ) | | $ | (736 | ) |
Comprehensive income, net of tax | | — |
| | — |
| | (25 | ) | | — |
| | — |
| | — |
| | 293 |
| | 268 |
|
Share-based payment expense | | — |
| | — |
| | — |
| | 59 |
| | — |
| | — |
| | — |
| | 59 |
|
Exercise of stock options and vesting of restricted stock units | | 8 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Withholding taxes on net share settlement of stock-based compensation | | — |
| | — |
| | — |
| | (36 | ) | | — |
| | — |
| | — |
| | (36 | ) |
Cash dividends paid on common stock, $0.01331 per share | | — |
| | — |
| | — |
| | (59 | ) | | — |
| | — |
| | — |
| | (59 | ) |
Common stock repurchased | | — |
| | — |
| | — |
| | — |
| | 41 |
| | (243 | ) | | — |
| | (243 | ) |
Common stock retired | | (41 | ) | | — |
| | — |
| | (243 | ) | | (41 | ) | | 243 |
| | — |
| | — |
|
Balance at March 31, 2020 | | 4,379 |
| | $ | 4 |
| | $ | (17 | ) | | $ | 116 |
| | — |
| | $ | — |
| | $ | (850 | ) | | $ | (747 | ) |
See accompanying notes to the unaudited consolidated financial statements.
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
For the Three Months Ended March 31, 2019 |
| | Common Stock | | Accumulated Other Comprehensive Income (Loss) | | Additional Paid-in Capital | | Treasury Stock | | Accumulated Deficit | | Total Stockholders’ Equity (Deficit) |
(in millions) | | Shares | | Amount | | | | Shares | | Amount | | |
Balance at December 31, 2018 | | 4,346 |
| | $ | 4 |
| | $ | (6 | ) | | $ | 242 |
| | — |
| | $ | — |
| | $ | (2,057 | ) | | $ | (1,817 | ) |
Comprehensive income, net of tax | | — |
| | — |
| | 7 |
| | — |
| | — |
| | — |
| | 162 |
| | 169 |
|
Share-based payment expense | | — |
| | — |
| | — |
| | 74 |
| | — |
| | — |
| | — |
| | 74 |
|
Exercise of stock options and vesting of restricted stock units | | 8 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Withholding taxes on net share settlement of stock-based compensation | | — |
| | — |
| | — |
| | (34 | ) | | — |
| | — |
| | — |
| | (34 | ) |
Cash dividends paid on common stock, $0.0121 per share | | — |
| | — |
| | — |
| | (57 | ) | | — |
| | — |
| | — |
| | (57 | ) |
Issuance of common stock as part of Pandora Acquisition | | 392 |
| | 1 |
| | — |
| | 2,354 |
| | — |
| | — |
| | — |
| | 2,355 |
|
Equity component of convertible note | | — |
| | — |
| | — |
| | 68 |
| | — |
| | — |
| | — |
| | 68 |
|
Common stock repurchased | | — |
| | — |
| | — |
| | — |
| | 101 |
| | (604 | ) | | — |
| | (604 | ) |
Common stock retired | | (96 | ) | | — |
| | — |
| | (576 | ) | | (96 | ) | | 576 |
| | — |
| | — |
|
Balance at March 31, 2019 | | 4,650 |
| | $ | 5 |
| | $ | 1 |
| | $ | 2,071 |
| | 5 |
| | $ | (28 | ) | | $ | (1,895 | ) | | $ | 154 |
|
See accompanying notes to the unaudited consolidated financial statements.
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
| | | | | | | |
| For the Three Months Ended March 31, |
(in millions) | 2020 | | 2019 |
Cash flows from operating activities: | | | |
Net income | $ | 293 |
| | $ | 162 |
|
Adjustments to reconcile net income to net cash provided by operating activities: | |
| | |
|
Depreciation and amortization | 132 |
| | 107 |
|
Non-cash interest expense, net of amortization of premium | 5 |
| | 4 |
|
Provision for doubtful accounts | 19 |
| | 14 |
|
Amortization of deferred income related to equity method investment | (1 | ) | | (1 | ) |
Loss on extinguishment of debt | — |
| | 1 |
|
Loss on unconsolidated entity investments, net | 2 |
| | 4 |
|
Loss (gain) on other investments | 5 |
| | (2 | ) |
Share-based payment expense | 55 |
| | 70 |
|
Deferred income taxes | 72 |
| | 77 |
|
Changes in operating assets and liabilities: | |
| | |
|
Receivables | 47 |
| | (13 | ) |
Inventory | (1 | ) | | 2 |
|
Related party, net | 6 |
| | (1 | ) |
Prepaid expenses and other current assets | (18 | ) | | (31 | ) |
Other long-term assets | 2 |
| | 3 |
|
Operating lease right-of-use assets | 14 |
| | 19 |
|
Accounts payable and accrued expenses | (131 | ) | | 15 |
|
Accrued interest | (62 | ) | | (42 | ) |
Deferred revenue | (11 | ) | | 20 |
|
Operating lease liabilities | (11 | ) | | (17 | ) |
Other long-term liabilities | (1 | ) | | 5 |
|
Net cash provided by operating activities | 416 |
| | 396 |
|
Cash flows from investing activities: | |
| | |
|
Additions to property and equipment | (62 | ) | | (90 | ) |
Purchases of other investments | (6 | ) | | (6 | ) |
Acquisition of business, net of cash acquired | — |
| | 313 |
|
Sale of short-term investments | — |
| | 72 |
|
Investments in related parties and other equity investees | (80 | ) |
| (5 | ) |
Repayment from related party | 3 |
| | — |
|
Net cash (used in) provided by investing activities | (145 | ) | | 284 |
|
Cash flows from financing activities: | |
| | |
|
Taxes paid from net share settlements for stock-based compensation | (35 | ) | | (33 | ) |
Revolving credit facility, net of deferred financing costs | — |
| | 143 |
|
Proceeds from sale of capped call security | — |
| | 3 |
|
Principal payments of long-term borrowings | (2 | ) | | (152 | ) |
Common stock repurchased and retired | (243 | ) | | (576 | ) |
Dividends paid | (59 | ) |
| (57 | ) |
Net cash used in financing activities | (339 | ) | | (672 | ) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (68 | ) | | 8 |
|
Cash, cash equivalents and restricted cash at beginning of period | 120 |
| | 65 |
|
Cash, cash equivalents and restricted cash at end of period (1) | $ | 52 |
| | $ | 73 |
|
See accompanying notes to the unaudited consolidated financial statements.
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
(UNAUDITED)
|
| | | | | | | |
| For the Three Months Ended March 31, |
(in millions) | 2020 | | 2019 |
Supplemental Disclosure of Cash and Non-Cash Flow Information | | | |
Cash paid during the period for: | | | |
Interest, net of amounts capitalized | $ | 155 |
| | $ | 128 |
|
Income taxes paid | $ | 5 |
| | $ | 1 |
|
Non-cash investing and financing activities: | | | |
Treasury stock not yet settled | $ | — |
| | $ | (28 | ) |
Fair value of shares issued related to acquisition of a business | $ | — |
| | $ | 2,355 |
|
Accumulated other comprehensive income (loss), net of tax | $ | (25 | ) | | $ | 7 |
|
| |
(1) | The following table reconciles cash, cash equivalents and restricted cash per the statement of cash flows to the balance sheet. The restricted cash balances are primarily due to letters of credit which have been issued to the landlords of leased office space. The terms of the letters of credit primarily extend beyond one year. |
|
| | | | | | | | | | | | | | | |
(in millions) | March 31, 2020 | | December 31, 2019 | | March 31, 2019 | | December 31, 2018 |
Cash and cash equivalents | $ | 40 |
| | $ | 106 |
| | $ | 62 |
| | $ | 54 |
|
Restricted cash included in Other long-term assets | 12 |
| | 14 |
| | 11 |
| | 11 |
|
Total cash, cash equivalents and restricted cash at end of period | $ | 52 |
| | $ | 120 |
| | $ | 73 |
| | $ | 65 |
|
See accompanying notes to the unaudited consolidated financial statements.
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollars and shares in millions, except per share amounts)
| |
(1) | Business & Basis of Presentation |
This Quarterly Report on Form 10-Q presents information for Sirius XM Holdings Inc. and its subsidiaries (collectively “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. “Sirius XM” refers to our wholly owned subsidiary Sirius XM Radio Inc. and its subsidiaries. “Pandora” refers to Sirius XM's wholly owned subsidiary Pandora Media, LLC (the successor to Pandora Media, Inc.) and its subsidiaries. Holdings has no operations independent of Sirius XM and Pandora.
Business
We operate two complementary audio entertainment businesses - our Sirius XM business and our Pandora business.
Sirius XM
Our Sirius XM business features music, sports, entertainment, comedy, talk, news, traffic and weather channels, as well as infotainment services, in the United States on a subscription fee basis. The Sirius XM service is distributed through our two proprietary satellite radio systems and through the internet via applications for mobile devices, home devices and other consumer electronic equipment. Satellite radios are primarily distributed through automakers, retailers and our website. Our Sirius XM service is also available through our user interface, which we call “360L,” that combines our satellite and streaming services into a single, cohesive in-vehicle entertainment experience. The primary source of revenue from our Sirius XM business is generated from subscription fees, with most of our customers subscribing to monthly, quarterly, semi-annual or annual plans. We also derive revenue from advertising on select non-music channels, direct sales of our satellite radios and accessories, and other ancillary services. As of March 31, 2020, our Sirius XM business had approximately 34.8 million subscribers.
In addition to our audio entertainment businesses, we provide connected vehicle services to several automakers and directly to consumers through aftermarket devices. These services are designed to enhance the safety, security and driving experience of consumers. We also offer a suite of data services that includes graphical weather, fuel prices, sports schedules and scores and movie listings, a traffic information service that includes information as to road closings, traffic flow and incident data to consumers with compatible in-vehicle navigation systems, and real-time weather services in vehicles, boats and planes.
Sirius XM also holds a 70% equity interest and 33% voting interest in Sirius XM Canada Holdings Inc. (“Sirius XM Canada”). Sirius XM Canada's subscribers are not included in our subscriber count or subscriber-based operating metrics.
Pandora
Our Pandora business operates a music, comedy and podcast streaming discovery platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through mobile devices, car speakers or connected devices. Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists, podcasts and select Sirius XM content as well as search and play songs and albums on-demand. Pandora is available as an ad-supported radio service, a radio subscription service, called Pandora Plus, and an on-demand subscription service, called Pandora Premium. As of March 31, 2020, Pandora had approximately 6.3 million subscribers. The majority of revenue from our Pandora business is generated from advertising on our Pandora ad-supported radio service. In 2018, Pandora entered in to an agreement with SoundCloud Holdings, LLC ("SoundCloud") to be its exclusive US ad sales representative. Through this arrangement Pandora is able to offer advertisers the ability to execute campaigns in the US across the Pandora and SoundCloud listening platforms. In addition, through AdsWizz Inc., Pandora provides a comprehensive digital audio and programmatic advertising technology platform, which connects audio publishers and advertisers with a variety of ad insertion, campaign trafficking, yield optimization, programmatic buying, marketplace and podcast monetization solutions.
On February 10, 2020, Sirius XM invested $75 in SoundCloud. SoundCloud is the world’s largest open audio platform, with a connected community of creators, listeners, and curators. SoundCloud’s platform enables its users to upload, promote, share and create audio entertainment. The minority investment complements the existing ad sales relationship between SoundCloud and Pandora. Refer to Note 11 for more information on this investment. Together, Sirius XM, Pandora and SoundCloud reach more than 140 million listeners, creating North America's largest digital audio advertising marketplace.
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in millions, except per share amounts)
Impact of the coronavirus (“COVID-19”) pandemic
The extent to which the COVID-19 pandemic and the related economic impact may affect our financial condition or results of operations is uncertain. The extent of the impact on our operational and financial performance will depend on various factors, including the duration and spread of the outbreak and its impact on vehicle sales, advertising and consumer spending. To date, the pandemic has not increased our costs of or access to capital under our revolving credit facility, and we do not believe it is reasonably likely to in the future. In addition, we do not believe that the pandemic will affect our ongoing ability to meet the covenants in our debt instruments, including under our revolving credit facility. Due to the nature of our subscription business, the effect of the COVID-19 pandemic may not be fully reflected in our results of operations until future periods.
Liberty Media
As of March 31, 2020, Liberty Media Corporation (“Liberty Media”) beneficially owned, directly and indirectly, approximately 72% 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.
Basis of Presentation
The accompanying unaudited consolidated financial statements of Holdings have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All significant intercompany transactions have been eliminated in consolidation. Certain numbers in our prior period consolidated financial statements and footnotes have been reclassified or consolidated to conform to our current period presentation.
In the opinion of our management, all normal recurring adjustments necessary for a fair presentation of our unaudited consolidated financial statements as of March 31, 2020 and for the three months ended March 31, 2020 and 2019 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, 2019, which was filed with the SEC on February 4, 2020.
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 maker in deciding how to allocate resources to an individual segment and in assessing performance of the segment. We have determined that we have two reportable segments as our chief operating decision maker, our Chief Executive Officer, assesses performance and allocates resources based on the financial results of these segments. Refer to Note 17 for information related to our segments.
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 months ended March 31, 2020 and have determined that no events have occurred that would require adjustment to our unaudited consolidated financial statements. For a discussion of subsequent events that do not require adjustment to our unaudited consolidated financial statements refer to Note 18.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Estimates, by their nature, are based on judgment and available information. Actual results could differ materially from those estimates. Significant estimates inherent in the preparation of the accompanying unaudited consolidated financial statements include asset impairment, depreciable lives of our satellites, share-based payment expense and income taxes.
We are not presently aware of any events or circumstances arising from the COVID-19 pandemic that would require us to update our estimates, judgments or revise the carrying value of our assets or liabilities. Our estimates may change, however, as new events occur and additional information is obtained, any such changes will be recognized in the consolidated financial statements. Actual results could differ from estimates, and any such differences may be material to our financial statements.
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in millions, except per share amounts)
| |
(2) | Summary of Significant Accounting Policies |
Fair Value Measurements
For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are based on unadjusted quoted prices in active markets for identical instruments. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. As of March 31, 2020 and December 31, 2019, 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 liabilities measured at fair value were as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2020 | | December 31, 2019 |
| Level 1 | | Level 2 | | Level 3 | | Total Fair Value | | Level 1 | | Level 2 | | Level 3 | | Total Fair Value |
Liabilities: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Debt (a) | — |
| | $ | 8,013 |
| | — |
| | $ | 8,013 |
| | — |
| | $ | 8,378 |
| | — |
| | $ | 8,378 |
|
| |
(a) | The fair value for non-publicly traded debt 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 March 31, 2020 and December 31, 2019. |
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive loss of $17 was primarily comprised of the cumulative foreign currency translation adjustments related to our investment in and loan to Sirius XM Canada (refer to Note 11 for additional information). During the three months ended March 31, 2020, we recorded foreign currency translation adjustment loss of $25, net of tax benefit of $8. During the three months ended March 31, 2019, we recorded foreign currency translation adjustment income of $7, net of a tax expense of $2.
Recently Adopted Accounting Policies
In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The implementation costs incurred in a hosting arrangement that is a service contract should be presented as a prepaid asset in the balance sheet and expensed over the term of the hosting arrangement to the same line item in the statement of income as the costs related to the hosting fees. The guidance in this ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted including adoption in any interim period. The amendments will be applied prospectively to all implementation costs incurred after adoption. This ASU will not have a material impact on our consolidated statements of operations.
On February 1, 2019, through a series of transactions, Pandora Media, Inc., became an indirect wholly owned subsidiary of Sirius XM and continues to operate as Pandora Media, LLC (the “Pandora Acquisition”). In connection with the Pandora Acquisition, we purchased all of the outstanding shares of the capital stock of Pandora for $2,355 by converting each outstanding share of Pandora common stock into 1.44 shares of our common stock and we also canceled our preferred stock investment in Pandora for $524 for total consideration of $2,879. Net cash acquired was $313. As part of the Pandora Acquisition, Holdings unconditionally guaranteed all of the payment obligations of Pandora under its outstanding 1.75% convertible senior notes due 2020 and 1.75% convertible senior notes due 2023.
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in millions, except per share amounts)
The table below shows the value of the consideration paid in connection with the Pandora Acquisition:
|
| | | |
| Total |
Pandora common stock outstanding | 272 |
|
Exchange ratio | 1.44 |
|
Common stock issued | 392 |
|
Price per share of Holdings common stock | $ | 5.83 |
|
Value of common stock issued to Pandora stockholders | $ | 2,285 |
|
Value of replacement equity awards attributable to pre-combination service | $ | 70 |
|
Consideration of common stock and replacement equity awards for pre-combination service | $ | 2,355 |
|
Sirius XM’s Pandora preferred stock investment (related party fair value instrument) canceled | $ | 524 |
|
Total consideration for Pandora Acquisition | $ | 2,879 |
|
Value attributed to par at $0.001 par value | $ | 1 |
|
Balance to capital in excess of par value | $ | 2,354 |
|
We recognized acquisition related costs of $76 that were expensed in Acquisition and other related costs in our unaudited consolidated statements of comprehensive income during the three months ended March 31, 2019.
Pro Forma Financial Information
Pandora was consolidated into our financial statements starting on the acquisition date, February 1, 2019. The aggregate revenue and net loss of Pandora consolidated into our financial statements was $251 and $122, respectively, for the three months ended March 31, 2019. The following pro forma financial information presents our results as if the Pandora Acquisition had occurred on January 1, 2019:
|
| | | | | | | |
| For the Three Months Ended March 31, |
| 2020 | | 2019 |
Total revenue | $ | 1,954 |
| | $ | 1,860 |
|
Net income | $ | 293 |
| | $ | 181 |
|
These pro forma results are based on estimates and assumptions, which we believe are reasonable. They are not the results that would have been realized had the acquisition actually occurred on January 1, 2019 and are not indicative of our consolidated results of operations in future periods. The pro forma results primarily include adjustments related to amortization of acquired intangible assets, depreciation of property and equipment, acquisition costs, fair value gain or loss on the Pandora investment and associated tax impacts.
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, restricted stock units and convertible debt) were exercised or converted into common stock, calculated using the treasury stock method. We had no participating securities during the three months ended March 31, 2020 and 2019.
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in millions, except per share amounts)
Common stock equivalents of 40 and 60 for the three months ended March 31, 2020 and 2019, respectively, were excluded from the calculation of diluted net income per common share as the effect would have been anti-dilutive. We issued 392 shares of our common stock in connection with the Pandora Acquisition.
|
| | | | | | | |
| For the Three Months Ended March 31, |
| 2020 | | 2019 |
Numerator: | |
| | |
|
Net Income available to common stockholders for basic net income per common share | $ | 293 |
| | $ | 162 |
|
Effect of interest on assumed conversions of convertible notes, net of tax | 2 |
| | 1 |
|
Net Income available to common stockholders for dilutive net income per common share | $ | 295 |
| | $ | 163 |
|
Denominator: | |
| | |
|
Weighted average common shares outstanding for basic net income per common share | 4,405 |
| | 4,571 |
|
Weighted average impact of assumed convertible notes | 29 |
| | 25 |
|
Weighted average impact of dilutive equity instruments | 81 |
| | 82 |
|
Weighted average shares for diluted net income per common share | 4,515 |
| | 4,678 |
|
Net income per common share: | |
| | |
|
Basic | $ | 0.07 |
| | $ | 0.04 |
|
Diluted | $ | 0.07 |
| | $ | 0.03 |
|
Receivables, net, includes customer accounts receivable, receivables from distributors and other receivables. We do not have any customer receivables that individually represent more than ten percent of our receivables.
Customer accounts receivable, net, includes receivables from our subscribers, advertising customers and other customers, and is stated at amounts due, net of an allowance for doubtful accounts. Our allowance for doubtful accounts is based upon our assessment of various factors. We consider historical experience, the age of the receivable balances, current economic conditions, industry experience 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 automakers 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 automakers or other third parties.
Receivables, net, consists of the following:
|
| | | | | | | |
| March 31, 2020 | | December 31, 2019 |
Gross customer accounts receivable | $ | 481 |
| | $ | 546 |
|
Allowance for doubtful accounts | (17 | ) | | (14 | ) |
Customer accounts receivable, net | $ | 464 |
| | $ | 532 |
|
Receivables from distributors | 115 |
| | 113 |
|
Other receivables | 25 |
| | 25 |
|
Total receivables, net | $ | 604 |
| | $ | 670 |
|
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in millions, except per share amounts)
Inventory consists of finished goods, refurbished goods, chipsets and other raw material components used in manufacturing radios and connected vehicle 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:
|
| | | | | | | |
| March 31, 2020 | | December 31, 2019 |
Raw materials | $ | 4 |
| | $ | 3 |
|
Finished goods | 12 |
| | 13 |
|
Allowance for obsolescence | (4 | ) | | (5 | ) |
Total inventory, net | $ | 12 |
| | $ | 11 |
|
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 two reporting units 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. ASC 350, Intangibles - Goodwill and Other, states that an entity 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. ASC 350 also states that a reporting unit with a zero or negative carrying amount is not required to perform a qualitative assessment. Our Sirius XM reporting unit, which has an allocated goodwill balance of $2,290, had a negative carrying amount as of March 31, 2020.
As of March 31, 2020, there were no indicators of impairment, and no impairment losses were recorded for goodwill during the three months ended March 31, 2020 and 2019. As of March 31, 2020, the cumulative balance of goodwill impairments recorded was $4,766, which was recognized during the year ended December 31, 2008 and is included in the carrying value of the goodwill allocated to our Sirius XM reporting unit.
As of March 31, 2020 and December 31, 2019, the carrying amount of goodwill for our Sirius XM and Pandora reporting units was $2,290 and $1,553, respectively. There was no activity related to goodwill during the three months ended March 31, 2020.
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in millions, except per share amounts)
Our intangible assets include the following:
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | March 31, 2020 | | December 31, 2019 |
| Weighted Average Useful Lives | | Gross Carrying Value | | Accumulated Amortization | | Net Carrying Value | | Gross Carrying Value | | Accumulated Amortization | | Net Carrying Value |
Indefinite life intangible assets: | | | |
| | |
| | |
| | |
| | |
| | |
|
FCC licenses | Indefinite | | $ | 2,084 |
| | $ | — |
| | $ | 2,084 |
| | $ | 2,084 |
| | $ | — |
| | $ | 2,084 |
|
Trademarks | Indefinite | | 251 |
| | — |
| | 251 |
| | 251 |
| | — |
| | 251 |
|
Definite life intangible assets: | | | |
| | |
| | |
| | |
| | |
| | |
|
OEM relationships | 15 years | | 220 |
| | (94 | ) | | 126 |
| | 220 |
| | (90 | ) | | 130 |
|
Licensing agreements | 12 years | | 45 |
| | (43 | ) | | 2 |
| | 45 |
| | (42 | ) | | 3 |
|
Software and technology | 7 years | | 35 |
| | (26 | ) | | 9 |
| | 35 |
| | (25 | ) | | 10 |
|
Due to Pandora Acquisition: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indefinite life intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks | Indefinite |
| $ | 331 |
|
| $ | — |
|
| $ | 331 |
|
| $ | 331 |
|
| $ | — |
|
| $ | 331 |
|
Definite life intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships | 8 years |
| 403 |
|
| (62 | ) |
| 341 |
|
| 403 |
|
| (49 | ) |
| 354 |
|
Software and technology | 5 years |
| 373 |
|
| (88 | ) |
| 285 |
|
| 373 |
|
| (69 | ) |
| 304 |
|
Total intangible assets | | | $ | 3,742 |
| | $ | (313 | ) | | $ | 3,429 |
| | $ | 3,742 |
| | $ | (275 | ) | | $ | 3,467 |
|
Indefinite Life Intangible Assets
We have identified our FCC licenses and XM, Pandora and Automatic trademarks as indefinite life intangible assets after considering the expected use of the assets, the regulatory and economic environment within which they are used and the effects of obsolescence on their use.
We hold FCC licenses to operate our satellite digital audio radio service and provide ancillary services. Each of the FCC licenses authorizes us to use radio spectrum, a reusable resource that does not deplete or exhaust over time.
Our annual impairment assessment of our identifiable indefinite lived 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 in an amount equal to that excess. As of March 31, 2020, there were no indicators of impairment, and no impairment loss was recognized for intangible assets with indefinite lives during the three months ended March 31, 2020 and 2019.
Definite Life Intangible Assets
Amortization expense for all definite life intangible assets was $38 and $27 for the three months ended March 31, 2020 and 2019, respectively. There were no retirements of definite lived intangible assets during the three months ended March 31, 2020.
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in millions, except per share amounts)
The expected amortization expense for each of the fiscal years 2020 through 2024 and for periods thereafter is as follows:
|
| | | | |
Years ending December 31, | | Amount |
2020 (remaining) | | $ | 114 |
|
2021 | | 146 |
|
2022 | | 144 |
|
2023 | | 134 |
|
2024 | | 69 |
|
Thereafter | | 156 |
|
Total definite life intangible assets, net | | $ | 763 |
|
| |
(9) | Property and Equipment |
Property and equipment, net, consists of the following:
|
| | | | | | | |
| March 31, 2020 | | December 31, 2019 |
Satellite system | $ | 1,587 |
| | $ | 1,587 |
|
Terrestrial repeater network | 100 |
| | 100 |
|
Leasehold improvements | 106 |
| | 105 |
|
Broadcast studio equipment | 138 |
| | 137 |
|
Capitalized software and hardware | 1,083 |
| | 1,086 |
|
Satellite telemetry, tracking and control facilities | 88 |
| | 87 |
|
Furniture, fixtures, equipment and other | 90 |
| | 89 |
|
Land | 38 |
| | 38 |
|
Building | 63 |
| | 63 |
|
Construction in progress | 554 |
| | 505 |
|
Total property and equipment | 3,847 |
| | 3,797 |
|
Accumulated depreciation and amortization | (2,238 | ) | | (2,171 | ) |
Property and equipment, net | $ | 1,609 |
| | $ | 1,626 |
|
Construction in progress consists of the following:
|
| | | | | | | |
| March 31, 2020 | | December 31, 2019 |
Satellite system | $ | 384 |
| | $ | 371 |
|
Terrestrial repeater network | 8 |
| | 7 |
|
Capitalized software and hardware | 141 |
| | 107 |
|
Other | 21 |
| | 20 |
|
Construction in progress | $ | 554 |
| | $ | 505 |
|
Depreciation and amortization expense on property and equipment was $94 and $80 for the three months ended March 31, 2020 and 2019, respectively. Property and equipment of $29 was retired during the three months ended March 31, 2020.
We capitalize a portion of the interest on funds borrowed to finance the construction and launch of our satellites. Capitalized interest is recorded as part of the asset’s cost and depreciated over the satellite’s useful life. Capitalized interest costs were $5 and $4 for the three months ended March 31, 2020 and 2019, respectively, which related to the construction of our SXM-7 and SXM-8 satellites. We also capitalize a portion of share-based compensation related to employee time for capitalized software projects. Capitalized share-based compensation costs were $4 and $3 for the three months ended March 31, 2020 and 2019, respectively.
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in millions, except per share amounts)
Satellites
As of March 31, 2020, we owned a fleet of five satellites. The chart below provides certain information on our satellites as of March 31, 2020:
|
| | | | |
Satellite Description | | Year Delivered | | Estimated End of Depreciable Life |
SIRIUS FM-5 | | 2009 | | 2024 |
SIRIUS FM-6 | | 2013 | | 2028 |
XM-3 | | 2005 | | 2020 |
XM-4 | | 2006 | | 2021 |
XM-5 | | 2010 | | 2025 |
Each satellite requires an FCC license, and prior to the expiration of each license, we are required to apply for a renewal of the FCC satellite licenses. The renewal and extension of our licenses is reasonably certain at minimal cost, which is expensed as incurred.
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 | | 2026 |
We have operating and finance leases for offices, terrestrial repeaters, data centers and certain equipment. Our leases have remaining lease terms of less than 1 year to 18 years, some of which may include options to extend the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year. We elected the practical expedient to account for the lease and non-lease components as a single component. Additionally, we elected the practical expedient to not recognize right-of-use assets or lease liabilities for short-term leases, which are those leases with a term of twelve months or less at the lease commencement date.
The components of lease expense were as follows:
|
| | | | | | | |
| For the Three Months Ended March 31, |
| 2020 | | 2019 |
Operating lease cost | $ | 20 |
| | $ | 17 |
|
Finance lease cost | — |
| | 1 |
|
Sublease income | — |
| | (1 | ) |
Total lease cost | $ | 20 |
| | $ | 17 |
|
| |
(11) | Related Party Transactions |
In the normal course of business, we enter into transactions with related parties such as Sirius XM Canada and SoundCloud.
Liberty Media
As of March 31, 2020, Liberty Media beneficially owned, directly and indirectly, approximately 72% of the outstanding shares of our common stock. Liberty Media has one executive, one senior advisor and one of its directors on our board of
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in millions, except per share amounts)
directors. Gregory B. Maffei, the President and Chief Executive Officer of Liberty Media, is the Chairman of our board of directors.
Sirius XM Canada
Sirius XM holds a 70% equity interest and 33% voting interest in Sirius XM Canada, a privately held corporation. We own 591 shares of preferred stock of Sirius XM Canada, which has a liquidation preference of one Canadian dollar per share. Sirius XM also made a loan to Sirius XM Canada in the aggregate amount of $131. 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. During the three months ended March 31, 2020 and 2019, Sirius XM Canada repaid $3 and less than $1 of the principal amount of the loan, respectively.
Sirius XM has 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 currently pays Sirius XM 25% of its gross revenues on a monthly basis, and pursuant to the Advisory Services Agreement, Sirius XM Canada pays Sirius XM 5% of its gross revenues on a monthly basis.
Sirius XM Canada is accounted for as an equity method investment, and its results are not consolidated in our unaudited consolidated financial statements. Sirius XM Canada does not meet the requirements for consolidation as we do not have the ability to direct the most significant activities that impact Sirius XM Canada's economic performance.
Our related party long-term assets balance as of March 31, 2020 and December 31, 2019 included the carrying value of our investment balance in Sirius XM Canada of $300 and $321, respectively, and, as of March 31, 2020 and December 31, 2019, also included $118 and $131, respectively, for the long-term value of the outstanding loan to Sirius XM Canada.
Sirius XM Canada paid gross dividends to us of less than $1 during each of the three months ended March 31, 2020 and 2019. Dividends are first recorded as a reduction to our investment balance in Sirius XM Canada to the extent a balance exists and then as Other (expense) income for any remaining portion.
We recorded revenue from Sirius XM Canada as Other revenue in our unaudited consolidated statements of comprehensive income of $25 and $24 for the three months ended March 31, 2020 and 2019, respectively.
SoundCloud
On February 10, 2020, Sirius XM completed a $75 investment in SoundCloud's Series G Membership Units ("Series G Units"). The Series G Units are convertible at the option of the holders at any time into shares of ordinary membership units of SoundCloud at a ratio of one ordinary membership unit for each Series G Unit. The investment in SoundCloud is accounted for as an equity method investment which is recorded in Related party long-term assets in our unaudited consolidated balance sheet. Sirius XM has appointed two individuals to serve on SoundCloud's nine-member board of managers. For the three months ended March 31, 2020, we recorded less than $1 representing our share of SoundCloud's net loss in Other income (expense) in our unaudited consolidated statement of comprehensive income.
In addition to our investment in SoundCloud, in 2018 Pandora entered in to an agreement with SoundCloud to be its exclusive US ad sales representative. Through this arrangement Pandora offers advertisers the ability to execute campaigns in the US across the Pandora and SoundCloud listening platforms. We recorded revenue share expense of $12 and $3 related to this agreement during the three months ended March 31, 2020 and 2019, respectively. We also had related party liabilities of $18 as of March 31, 2020 related to this agreement.
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in millions, except per share amounts)
Our debt as of March 31, 2020 and December 31, 2019 consisted of the following: