siri-20210630

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 JUNE 30, 2021


☐						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 July 23, 2021)
Common stock, $0.001 par value	4,050,435,824	shares

Table of Contents

SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q


Item No.	Description

	PART I - Financial Information

Item 1.	Financial Statements (unaudited)
	Consolidated Statements of Comprehensive Income for the three and s ix months ended June 3 0 , 2021 and 2020	2
	Consolidated Balance Sheets as of June 30 , 2021 and December 31, 2020	3
	Consolidated Statements of Stockholders' Equity (Deficit) for the three and s ix months ended June 30 , 2021 and 2020	4
	Consolidated Statements of Cash Flows for the six months ended June 30 , 2021 and 2020	8
	Notes to the Consolidated Financial Statements	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	51
Item 4.	Controls and Procedures	51

	PART II - Other Information

Item 1.	Legal Proceedings	53
Item 1A.	Risk Factors	53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 3.	Defaults Upon Senior Securities	53
Item 4.	Mine Safety Disclosures	53
Item 5.	Other Information	53
Item 6.	Exhibits	53
	Signatures	55

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(in millions, except per share data)	2021		2020		2021		2020
Revenue:
Subscriber revenue	$	1,641	$	1,578	$	3,252	$	3,163
Advertising revenue	429		236		783		521
Equipment revenue	51		25		108		66
Other revenue	38		35		74		76
Total revenue	2,159		1,874		4,217		3,826
Operating expenses:
Cost of services:
Revenue share and royalties	662		587		1,303		1,157
Programming and content	136		110		265		228
Customer service and billing	128		122		244		240
Transmission	52		43		101		83
Cost of equipment	4		4		9		8
Subscriber acquisition costs	89		48		175		147
Sales and marketing	240		217		456		442
Engineering, design and development	65		61		130		132
General and administrative	130		119		251		226
Depreciation and amortization	131		124		263		256
Impairment, restructuring and acquisition costs	(136)		24		108		24
Total operating expenses	1,501		1,459		3,305		2,943
Income from operations	658		415		912		883
Other (expense) income:
Interest expense	(103)		(102)		(203)		(201)

Other income	5		4		8		8
Total other (expense) income	(98)		(98)		(195)		(193)
Income before income taxes	560		317		717		690
Income tax expense	(127)		(74)		(65)		(154)
Net income	$	433	$	243	$	652	$	536
Foreign currency translation adjustment, net of tax	7		10		12		(15)
Total comprehensive income	$	440	$	253	$	664	$	521
Net income per common share:
Basic	$	0.11	$	0.06	$	0.16	$	0.12
Diluted	$	0.10	$	0.05	$	0.16	$	0.12
Weighted average common shares outstanding:
Basic	4,079		4,369		4,108		4,387
Diluted	4,163		4,457		4,193		4,487

See accompanying notes to the unaudited consolidated financial statements.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



(in millions, except per share data)	June 30, 2021		December 31, 2020
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	1,124	$	71
Receivables, net	654		672
Inventory, net	5		10
Related party current assets	11		20
Prepaid expenses and other current assets	335		194
Total current assets	2,129		967
Property and equipment, net	1,405		1,629
Intangible assets, net	3,263		3,340
Goodwill	3,150		3,122
Related party long-term assets	550		531
Deferred tax assets	111		111
Operating lease right-of-use assets	379		427
Other long-term assets	214		206
Total assets	$	11,201	$	10,333
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$	1,132	$	1,223
Accrued interest	173		174
Current portion of deferred revenue	1,583		1,721
Current maturities of debt	998		1
Operating lease current liabilities	51		48

Total current liabilities	3,937		3,167
Long-term deferred revenue	110		118
Long-term debt	8,835		8,499

Deferred tax liabilities	307		266
Operating lease liabilities	388		419
Other long-term liabilities	139		149
Total liabilities	13,716		12,618
Commitments and contingencies (Note 16)
Stockholders’ equity (deficit):
Common stock, par value $0.001 per share; 9,000 shares authorized; 4,059 and 4,176 shares issued; 4,058 and 4,173 shares outstanding at June 30, 2021 and December 31, 2020, respectively	4		4
Accumulated other comprehensive income, net of tax	27		15
Additional paid-in capital	—		—
Treasury stock, at cost; 1 and 3 shares of common stock at June 30, 2021 and December 31, 2020, respectively	(7)		(19)
Accumulated deficit	(2,539)		(2,285)
Total stockholders’ equity (deficit)	(2,515)		(2,285)
Total liabilities and stockholders’ equity (deficit)	$	11,201	$	10,333

See accompanying notes to the unaudited consolidated financial statements.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)


For the Six Months Ended June 30, 2021
	Common Stock			Accumulated Other Comprehensive Income		Additional Paid-in Capital		Treasury Stock			Accumulated Deficit		Total Stockholders’ Equity (Deficit)
(in millions)	Shares	Amount						Shares	Amount
Balance at December 31, 2020	4,176	$	4	$	15	$	—	3	$	(19)	$	(2,285)	$	(2,285)
Comprehensive income, net of tax	—	—		12		—		—	—		652		664
Share-based payment expense	—	—		—		104		—	—		—		104
Exercise of stock options and vesting of restricted stock units	23	—		—		6		—	—		—		6
Withholding taxes on net share settlement of stock-based compensation	—	—		—		(43)		—	—		—		(43)

Cash dividends paid on common stock, $0.029282 per share	—	—		—		(71)		—	—		(50)		(121)
Issuance of restricted stock in connection with business acquisition	—	—		—		4		—	—		—		4
Common stock repurchased	—	—		—		—		138	(844)		—		(844)
Common stock retired	(140)	—		—		—		(140)	856		(856)		—
Balance at June 30, 2021	4,059	$	4	$	27	$	—	1	$	(7)	$	(2,539)	$	(2,515)

See accompanying notes to the unaudited consolidated financial statements.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)


For the Three Months Ended June 30, 2021
	Common Stock			Accumulated Other Comprehensive Income		Additional Paid-in Capital		Treasury Stock			Accumulated Deficit		Total Stockholders’ Equity (Deficit)
(in millions)	Shares	Amount						Shares	Amount
Balance at March 31, 2021	4,107	$	4	$	20	$	—	2	$	(13)	$	(2,614)	$	(2,603)
Comprehensive income, net of tax	—	—		7		—		—	—		433		440
Share-based payment expense	—	—		—		49		—	—		—		49
Exercise of stock options and vesting of restricted stock units	6	—		—		6		—	—		—		6
Withholding taxes on net share settlement of stock-based compensation	—	—		—		(23)		—	—		—		(23)

Cash dividends paid on common stock, $0.014641 per share	—	—		—		(36)		—	—		(24)		(60)
Issuance of restricted stock in connection with business acquisition	—	—		—		4		—	—		—		4
Common stock repurchased	—	—		—		—		53	(328)		—		(328)
Common stock retired	(54)	—		—		—		(54)	334		(334)		—
Balance at June 30, 2021	4,059	$	4	$	27	$	—	1	$	(7)	$	(2,539)	$	(2,515)

See accompanying notes to the unaudited consolidated financial statements.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)


For the Six Months Ended June 30, 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 (loss) income, net of tax	—	—		(15)		—		—	—		536		521
Share-based payment expense	—	—		—		115		—	—		—		115
Exercise of stock options and vesting of restricted stock units	11	—		—		—		—	—		—		—
Withholding taxes on net share settlement of stock-based compensation	—	—		—		(43)		—	—		—		(43)
Cash dividends paid on common stock, $0.02662 per share	—	—		—		(117)		—	—		—		(117)

Common stock repurchased	—	—		—		—		70	(408)		—		(408)
Common stock retired	(68)	—		—		(399)		(68)	399		—		—
Balance at June 30, 2020	4,355	$	4	$	(7)	$	(49)	2	$	(9)	$	(607)	$	(668)

See accompanying notes to the unaudited consolidated financial statements.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)


For the Three Months Ended June 30, 2020
	Common Stock			Accumulated Other Comprehensive (Loss) Income		Additional Paid-in Capital		Treasury Stock			Accumulated Deficit		Total Stockholders’ Equity (Deficit)
(in millions)	Shares	Amount						Shares	Amount
Balance at March 31, 2020	4,379	$	4	$	(17)	$	116	—	$	—	$	(850)	$	(747)
Comprehensive income, net of tax	—	—		10		—		—	—		243		253
Share-based payment expense	—	—		—		56		—	—		—		56
Exercise of stock options and vesting of restricted stock units	3	—		—		—		—	—		—		—
Withholding taxes on net share settlement of stock-based compensation	—	—		—		(7)		—	—		—		(7)
Cash dividends paid on common stock, $0.01331 per share	—	—		—		(58)		—	—		—		(58)

Common stock repurchased	—	—		—		—		29	(165)		—		(165)
Common stock retired	(27)	—		—		(156)		(27)	156		—		—
Balance at June 30, 2020	4,355	$	4	$	(7)	$	(49)	2	$	(9)	$	(607)	$	(668)

See accompanying notes to the unaudited consolidated financial statements.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Six Months Ended June 30,
(in millions)	2021		2020
Cash flows from operating activities:
Net income	$	652	$	536
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	263		256
Non cash impairment and restructuring costs	245		24
Non-cash interest expense, net of amortization of premium	10		10
Provision for doubtful accounts	24		38
Amortization of deferred income related to equity method investment	—		(1)

Loss on unconsolidated entity investments, net	3		3

Dividend received from unconsolidated entity investment	1		1

(Gain) loss on other investments	(4)		1
Share-based payment expense	98		107
Deferred income tax (benefit) expense	37		116
Amortization of right-of-use assets	28		28
Changes in operating assets and liabilities:
Receivables	(11)		134
Inventory	5		(4)
Related party, net	11		9
Prepaid expenses and other current assets	(141)		(13)
Other long-term assets	(4)		10
Accounts payable and accrued expenses	(99)		(136)
Accrued interest	(1)		(3)
Deferred revenue	(145)		(105)
Operating lease liabilities	(26)		(26)
Other long-term liabilities	(18)		22
Net cash provided by operating activities	928		1,007
Cash flows from investing activities:
Additions to property and equipment	(164)		(149)
Purchases of other investments	(3)		(7)
Acquisition of business, net of cash acquired	(14)		(28)

Investments in related parties and other equity investees	(11)		(84)
Repayment from related party	2		3
Net cash used in investing activities	(190)		(265)
Cash flows from financing activities:
Proceeds from exercise of stock options	6		—
Taxes paid from net share settlements for stock-based compensation	(43)		(43)
Revolving credit facility, net of deferred financing costs	(649)		—
Proceeds from long-term borrowings, net of costs	1,976		1,483

Principal payments of long-term borrowings	(2)		(5)

Common stock repurchased and retired	(856)		(399)
Dividends paid	(121)		(117)
Net cash provided by financing activities	311		919
Net increase in cash, cash equivalents and restricted cash	1,049		1,661
Cash, cash equivalents and restricted cash at beginning of period (1)	83		120
Cash, cash equivalents and restricted cash at end of period (1)	$	1,132	$	1,781

See accompanying notes to the unaudited consolidated financial statements.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued

(UNAUDITED)


	For the Six Months Ended June 30,
(in millions)	2021		2020
Supplemental Disclosure of Cash and Non-Cash Flow Information
Cash paid during the period for:
Interest, net of amounts capitalized	$	193	$	194
Income taxes paid	$	34	$	10
Non-cash investing and financing activities:

Treasury stock not yet settled	$	12	$	(9)

Accumulated other comprehensive income (loss), net of tax	$	12	$	(15)

(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)	June 30, 2021		December 31, 2020		June 30, 2020		December 31, 2019
Cash and cash equivalents	$	1,124	$	71	$	1,770	$	106
Restricted cash included in Other long-term assets	8		12		11		14
Total cash, cash equivalents and restricted cash at end of period	$	1,132	$	83	$	1,781	$	120

See accompanying notes to the unaudited consolidated financial statements.

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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 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 and other content, as well as podcasts and infotainment services, in the United States on a subscription fee basis. Sirius XM's premier content bundles include live, curated and certain exclusive and on demand programming. The Sirius XM service is distributed through our two proprietary satellite radio systems and streamed 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 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, which is sold under the SXM Media brand, direct sales of our satellite radios and accessories, and other ancillary services. As of June 30, 2021, our Sirius XM business had approximately 34.5 million subscribers.

In addition to our audio entertainment businesses, we provide connected vehicle services to several automakers. 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.

In May 2020, we terminated the Automatic Labs Inc. (“Automatic”) service, which was part of our connected vehicle services business. Automatic operated a service for consumers and auto dealers and offered an install-it-yourself adapter and mobile application, which transformed older vehicles into connected vehicles. During the three and six months ended June 30, 2020, we recorded $24 of restructuring expenses in our unaudited consolidated statements of comprehensive income related to this termination of the service. Refer to Note 4 for more information.

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 (1) an ad-supported radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium). As of June 30, 2021, Pandora had approximately 6.6 million subscribers.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(UNAUDITED)

(Dollars and shares in millions, except per share amounts)

The majority of revenue from our Pandora business is generated from advertising on our Pandora ad-supported radio service which are sold under the SXM Media brand. We also derive subscription revenue from our Pandora Plus and Pandora Premium subscribers.

Our Pandora business also sells advertising on audio platforms and in podcasts unaffiliated with us. Pandora has an arrangement 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. We also have arrangements to serve as the ad sales representative for certain podcasts. 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 a next-generation music entertainment company, powered by an ecosystem of artists, listeners, and curators on the pulse of what's new, now and next in culture. 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 12 for more information on this investment.

On June 16, 2020, Sirius XM acquired Simplecast for $28 in cash. Simplecast is a podcast management and analytics platform. Refer to Note 3 for more information on this acquisition.

On October 16, 2020, Sirius XM acquired certain assets and liabilities of Stitcher from The E.W. Scripps Company and certain of its subsidiaries (“Scripps”) for total consideration of $302, which included $266 in cash and $36 related to the acquisition date fair value of contingent consideration. As of June 30, 2021, we will potentially make up to $49 in additional payments to Scripps related to the contingent consideration based on Stitcher's 2020 results and its achievement of certain financial metrics in 2021. The acquisition of Stitcher, in conjunction with Simplecast, created a full-service platform for podcast creators, publishers and advertisers. Refer to Note 3 for more information on this acquisition.

Liberty Media

As of June 30, 2021, Liberty Media Corporation (“Liberty Media”) beneficially owned, directly and indirectly, approximately 78% 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 June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 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, 2020, which was filed with the SEC on February 2, 2021.

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

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(UNAUDITED)

(Dollars and shares in millions, except per share amounts)

operating decision maker, our Chief Executive Officer, assesses performance and allocates resources based on the financial results of these segments. Refer to Note 18 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 and six months ended June 30, 2021 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 19.

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.

(2)Summary of Significant Accounting Policies

Fair Value Measurements

For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are based on unadjusted quoted prices in active markets for identical instruments. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. As of June 30, 2021 and December 31, 2020, 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:


	June 30, 2021						December 31, 2020
	Level 1	Level 2		Level 3	Total Fair Value		Level 1	Level 2		Level 3	Total Fair Value
Liabilities:
Debt (a)	—	$	10,308	—	$	10,308	—	$	9,011	—	$	9,011

(a)The fair value for non-publicly traded debt is based upon estimates from a market maker and brokerage firm. Refer to Note 13 for information related to the carrying value of our debt as of June 30, 2021 and December 31, 2020.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income of $27 was primarily comprised of the cumulative foreign currency translation adjustments related to our investment in and loan to Sirius XM Canada (refer to Note 12 for additional information). During the three and six months ended June 30, 2021, we recorded foreign currency translation adjustment income of $7 and $12, respectively, net of tax expense of $2 and $4, respectively. During the three and six months ended June 30, 2020, we recorded foreign currency translation adjustment income (loss) of $10 and $(15), respectively, net of a tax (expense) benefit of $(3) and $5, respectively.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(UNAUDITED)

(Dollars and shares in millions, except per share amounts)

(3)Acquisitions

Stitcher

On October 16, 2020, Sirius XM acquired certain assets and liabilities of Stitcher from Scripps for $266 in cash, which amount includes net working capital adjustments. The total purchase consideration of $302 includes $36 related to the acquisition date fair value of the contingent consideration. As of June 30, 2021, we will potentially make up to $49 in additional payments to Scripps related to the contingent consideration based on Stitcher's 2020 results and its achievement of certain financial metrics in 2021. The fair value of the contingent consideration was determined using a probability-weighted cash flow model and will be remeasured to fair value at each subsequent reporting period. Stitcher is included in our Pandora reporting unit.

The table below summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date:


Acquired Assets:
Receivables, net	$	21
Prepaid expenses and other current assets	16
Property and equipment	8
Intangible assets	38
Goodwill	224
Operating lease right-of-use assets	11
Total assets	$	318

Assumed Liabilities:
Accounts payable and accrued expenses	$	4
Deferred revenue	1
Operating lease current liabilities	2
Operating lease liabilities	9
Total liabilities	$	16
Total consideration	$	302

The Stitcher acquisition was accounted for using the acquisition method of accounting and was financed through borrowings under our Credit Facility.

Simplecast

On June 16, 2020, Sirius XM acquired Simplecast for $28 in cash. Simplecast is a podcast management and analytics platform. Simplecast complements AdsWizz's advertising technology platform, allowing the company to offer podcasters of all sizes a powerful, comprehensive solution for publishing, analytics, distribution and advertising sales, and is included in the Pandora reporting unit. The Simplecast acquisition was accounted for using the acquisition method of accounting. We recognized goodwill of $17, amortizable intangible assets of $12, other assets of less than $1 and deferred tax liabilities of $1.

Other acquisitions

On April 23, 2021, we completed a small acquisition for total consideration of $27 which includes $20 in cash, a $3 deferred cash payment and $4 in restricted stock units. We recognized goodwill of $22 and other assets of $5.

Acquisition related costs of $3 were recognized for the three and six months ended June 30, 2021.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(UNAUDITED)

(Dollars and shares in millions, except per share amounts)

(4)Restructuring Costs

During the six months ended June 30, 2021, we evaluated our office space needs and, as a result of such analysis, surrendered certain office leases primarily in New York, New York and Oakland, California. We assessed the recoverability of the carrying value of the operating lease right of use assets related to these locations. Based on that assessment, the carrying values of the assets were not recoverable and we recorded an impairment of $18 to reduce the carrying value of the assets to their fair values. Additionally, we accrued expenses of $6 which we will not recognize any future economic benefits and wrote off leasehold improvements of $1. The fair values of the assets were determined using a discounted cash flow model based on management's assumptions regarding the ability to sublease the locations and the remaining term of the leases. The total charge of $25 was recorded to Impairment, restructuring and acquisition costs in our unaudited consolidated statement of comprehensive income for the six months ended June 30, 2021. There were no restructuring charges recorded during the three months ended June 30, 2021.

In May 2020, we terminated the Automatic service, which was part of our connected services business. During the three and six months ended June 30, 2020, we recorded $24 of restructuring expenses primarily related to the write down of property and equipment, definite lived intangible assets and certain other assets in Acquisition and restructuring costs in our unaudited consolidated statements of comprehensive income. The termination of the Automatic service does not meet the requirements to be reported as a discontinued operation in our unaudited consolidated statements of comprehensive income because the termination of the service does not represent a strategic shift that will have a major effect on our operations and financial results.

(5)Earnings per Share

Basic net income per common share is calculated by dividing the income available to common stockholders by the weighted average common shares outstanding during each reporting period. Diluted net income per common share 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 June 30, 2021 and 2020.

Common stock equivalents of 96 and 77 for the three months ended June 30, 2021 and 2020, respectively, and 93 and 60 for the six months ended June 30, 2021, 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,
	2021		2020		2021		2020
Numerator:
Net Income available to common stockholders for basic net income per common share	$	433	$	243	$	652	$	536
Effect of interest on assumed conversions of convertible notes, net of tax	2		2		4		4
Net Income available to common stockholders for dilutive net income per common share	$	435	$	245	$	656	$	540
Denominator:
Weighted average common shares outstanding for basic net income per common share	4,079		4,369		4,108		4,387
Weighted average impact of assumed convertible notes	30		29		30		29
Weighted average impact of dilutive equity instruments	54		59		55		71
Weighted average shares for diluted net income per common share	4,163		4,457		4,193		4,487
Net income per common share:
Basic	$	0.11	$	0.06	$	0.16	$	0.12
Diluted	$	0.10	$	0.05	$	0.16	$	0.12

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(UNAUDITED)

(Dollars and shares in millions, except per share amounts)

(6)Receivables, net

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 and advertising customers, including advertising agencies 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 and do not expect issues in the foreseeable future.

Receivables, net, consists of the following:


	June 30, 2021		December 31, 2020
Gross customer accounts receivable	$	569	$	574
Allowance for doubtful accounts	(11)		(15)
Customer accounts receivable, net	$	558	$	559
Receivables from distributors	60		73
Other receivables	36		40
Total receivables, net	$	654