Annual report pursuant to Section 13 and 15(d)

Related Party Transactions

v2.4.0.6
Related Party Transactions
12 Months Ended
Dec. 31, 2011
Related Party Transactions [Abstract]  
Related Party Transactions
(11) Related Party Transactions

We had the following related party balances at December 31, 2011 and 2010:

 

 

                                                                                 
    Related party
current assets
    Related party
long-term assets
    Related party
current liabilities
    Related party
long-term
liabilities
    Related party
long-term debt
 
    2011*     2010     2011*     2010     2011*     2010     2011*     2010     2011*     2010  

Liberty Media

  $     $     $ 1,212     $ 1,571     $ 9,722     $ 9,765     $     $     $ 328,788     $ 325,907  

Sirius XM Canada

    14,702             53,741             4,580             21,741                    

Sirius Canada

          5,613                         1,805                          

XM Canada

          1,106             31,904             4,275             24,517              
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 14,702     $ 6,719     $ 54,953     $ 33,475     $ 14,302     $ 15,845     $ 21,741     $ 24,517     $ 328,788     $ 325,907  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

* Sirius Canada and XM Canada combined in June 2011. The combined entity now operates as Sirius XM Canada.

 

Liberty Media

In February, 2009, we entered into an Investment Agreement (the “Investment Agreement”) with an affiliate of Liberty Media Corporation, Liberty Radio, LLC (collectively, “Liberty Media”). Pursuant to the Investment Agreement, in March 2009 we issued to Liberty Radio, LLC 12,500,000 shares of our Convertible Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”), with a liquidation preference of $0.001 per share in partial consideration for certain loan investments. Liberty Media has representatives on our board of directors.

The Series B Preferred Stock is convertible into 2,586,976,000 shares of common stock. The Investment Agreement provides for certain standstill provisions during the three year period ending in March 2012.

We accounted for the Series B Preferred Stock by recording a $227,716 increase to additional paid-in capital, excluding issuance costs, for the amount of allocated proceeds received and an additional $186,188 increase in paid-in capital for the beneficial conversion feature, which was immediately recognized as a charge to retained earnings.

Liberty Media has advised us that as of December 31, 2011 and 2010, respectively, it owned the following:

 

 

                 
    December 31,
2011
    December 31,
2010
 

8.75% Senior Notes due 2015

  $ 150,000     $ 150,000  

9.75% Senior Secured Notes due 2015

    50,000       50,000  

13% Senior Notes due 2013

    76,000       76,000  

7% Exchangeable Senior Subordinated Notes due 2014

    11,000       11,000  

7.625% Senior Notes due 2018

    50,000       50,000  
   

 

 

   

 

 

 

Total principal debt

    337,000       337,000  

Less: discounts

    8,212       11,093  
   

 

 

   

 

 

 

Total carrying value debt

  $ 328,788     $ 325,907  
   

 

 

   

 

 

 

As of December 31, 2011 and 2010, we recorded $9,722 and $9,765, respectively, related to accrued interest with Liberty Media to Related party current liabilities. We recognized Interest expense associated with debt held by Liberty Media of $35,681, $40,169 and $79,640 for the years ended December 31, 2011, 2010 and 2009, respectively.

Sirius XM Canada

In June 2011, Canadian Satellite Radio Holdings Inc. (“CSR”), the parent company of XM Canada, and Sirius Canada completed a transaction to combine their operations (“the Canada Merger”). As a result of the Canada Merger, Sirius Canada became a wholly-owned subsidiary of CSR. The combined company operates as Sirius XM Canada. In connection with the transaction, we received:

 

   

approximately 46,700,000 Class A shares of CSR, representing a 38.0% equity interest and a 25.0% voting interest;

 

   

$53,781 in cash as repayment of the XM Canada credit facility ($38,815) and consideration for our preferred stock in Sirius Canada ($10,117 as a return of capital and $4,849 in dividends, net of foreign withholding taxes); and

 

   

$5,208 in non-interest bearing notes of CSR, which are primarily due at the earliest of (a) the maturity date (2 years), (b) after Sirius XM Canada is “free cash flow” positive for a period of six consecutive months, or (c) a date determined by the Sirius XM Canada board of directors. As of December 31, 2011, $4,798 of these notes were reported as a Related Party current assets.

 

The transaction was accounted for as a reverse acquisition whereby Sirius Canada was deemed to be the acquirer of CSR. As a result of the transaction, we recognized a $75,768 gain in Interest and investment income during the year ended December 31, 2011.

Our interest in Sirius XM Canada is accounted for under the equity method. The excess of the cost of our ownership interest in the equity of Sirius XM Canada over our share of the net assets is recognized as goodwill and intangible assets and is included in the carrying amount of our investment. Equity method goodwill is not amortized. We will periodically evaluate this investment to determine if there has been an other than temporary decline below carrying value. Equity method intangible assets are amortized over their respective useful lives, which is recorded in Interest and investment income. As of December 31, 2011, our investment balance in Sirius XM Canada was approximately $45,061, $28,589 of which represents equity method goodwill and intangible assets, and was recorded in Related party long-term assets.

We provide Sirius XM Canada with chip sets and other services and we are reimbursed for these costs. As of December 31, 2011, amounts due for these costs totaled $7,404 and is reported as Related party current assets.

As of December 31, 2011, amounts due from Sirius XM Canada also included $7,280 attributable to deferred programming costs and accrued interest, $4,780 of which is reported as Related party long-term assets.

We hold an investment in Cdn$4,000 face value of 8% convertible unsecured subordinated debentures issued by CSR, for which the embedded conversion feature is bifurcated from the host contract. The host contract is accounted for at fair value as an available-for-sale security with changes in fair value recorded to Accumulated other comprehensive income (loss), net of tax. The embedded conversion feature is accounted for at fair value as a derivative with changes in fair value recorded in earnings as Interest and investment income (loss). As of December 31, 2011, the carrying values of the host contract and embedded derivative related to our investment in the debentures was $3,490 and $0, respectively. As of December 31, 2010, the carrying values of the host contract and embedded derivative related to our investment in the debentures was $3,302 and $11, respectively. The carrying values of the host contract and embedded derivative are recorded in Related party long-term assets.

As of December 31, 2011, amounts due to Sirius XM Canada totaled $1,804 and is reported as Related party current liabilities.

We recorded the following revenue from Sirius XM Canada as Other revenue in our consolidated statements of operations:

 

 

         
    For the Year Ended
December 31,
 
    2011*  

Royalty income

  $ 13,735  

Amortization of Sirius XM Canada deferred income

    1,388  

Licensing fee revenue

    3,000  

Advertising reimbursements

    417  
   

 

 

 

Total revenue from Sirius XM Canada

  $ 18,540  
   

 

 

 

 

* Sirius XM Canada commenced operations on June 2011.

Our share of net earnings or losses of Sirius XM Canada are recorded to Interest and investment income (loss) in our consolidated statements of operations on a one month lag. Our share of Sirius XM Canada’s net income was $1,081 for the year ended December 31, 2011. We recorded amortization expense of $1,556 related to the equity method intangible assets for the year ended December 31, 2011.

 

Sirius Canada

We had an equity interest of 49.9% in Sirius Canada until June 21, 2011 when the transaction between XM Canada and Sirius Canada closed. Our investment balance was zero as of December 31, 2010 as our investment balance was absorbed by our share of net losses generated by Sirius Canada.

In 2005, we entered into a license and services agreement with Sirius Canada. Pursuant to such agreement, we are reimbursed for certain costs incurred to provide Sirius Canada service, including certain costs incurred for the production and distribution of radios, as well as information technology support costs. In consideration for the rights granted pursuant to this license and services agreement, we have the right to receive a royalty equal to a percentage of Sirius Canada’s gross revenues based on subscriber levels (ranging between 5% to 15%) and the number of Canadian-specific channels made available to Sirius Canada.

We recorded the following revenue from Sirius Canada. Royalty income is included in other revenue and dividend income is included in Interest and investment income (loss) in our consolidated statements of operations:

 

 

                         
        For the Years Ended December 31,      
        2011*             2010             2009      

Royalty income

  $ 9,945     $ 10,684     $ 5,797  

Dividend income

    460       926       839  
   

 

 

   

 

 

   

 

 

 

Total revenue from Sirius Canada

  $ 10,405     $ 11,610     $ 6,636  
   

 

 

   

 

 

   

 

 

 

 

* Sirius Canada combined with XM Canada in June 2011.

Receivables from royalty and dividend income were utilized to absorb a portion of our share of net losses generated by Sirius Canada. Total costs that have been or will be reimbursed by Sirius Canada were $5,253, $12,185 and $11,031 for the years ended December 31, 2011, 2010 and 2009, respectively.

Our share of net earnings or losses of Sirius Canada was recorded to Interest and investment income (loss) in our consolidated statements of operations on a one month lag. Our share of Sirius Canada’s net loss was $9,717, $10,257 and $6,636 for the years ended December 31, 2011, 2010 and 2009, respectively. The payments received from Sirius Canada in excess of carrying value were $6,748, $10,281 and $13,738 for the years ended December 31, 2011, 2010 and 2009, respectively.

XM Canada

We had an equity interest of 21.5% in XM Canada until June 21, 2011 when the transaction between XM Canada and Sirius Canada closed. Our investment balance was zero as of December 31, 2010 as our investment balance was absorbed by our share of net losses generated by XM Canada.

In 2005, XM entered into agreements to provide XM Canada with the right to offer XM satellite radio service in Canada. The agreements have an initial ten year term and XM Canada has the unilateral option to extend the agreements for an additional five year term. We receive a 15% royalty for all subscriber fees earned by XM Canada each month for its basic service and an activation fee for each gross activation of an XM Canada subscriber on XM’s system. Sirius XM Canada is obligated to pay us a total of $70,300 for the rights to broadcast and market National Hockey League (“NHL”) games for a ten year term. We recognize these payments on a gross basis as a principal obligor pursuant to the provisions of ASC 605, Revenue Recognition. The estimated fair value of deferred revenue from XM Canada as of the Merger date was approximately $34,000, which is amortized on a straight-line basis through 2020, the end of the expected term of the agreements. As of December 31, 2011 and December 31, 2010, the carrying value of deferred revenue related to this agreement was $24,517 and $28,792, respectively.

The Cdn$45,000 standby credit facility we extended to XM Canada was paid and terminated as a result of the Canada Merger. We received $38,815 in cash upon payment of this facility. As a result of the repayment of the credit facility and completion of the Canada Merger, we released a $15,649 valuation allowance related to the absorption of our share of the net loss from our investment in XM Canada as of June 21, 2011.

As of December 31, 2010, amounts due from XM Canada also included $7,201 attributable to deferred programming costs and accrued interest, all of which is reported as Related party long-term assets.

We recorded the following revenue from XM Canada as Other revenue in our consolidated statements of operations:

 

 

                         
    For the Years Ended December 31,  
    2011*     2010     2009  

Amortization of XM Canada deferred income

  $ 1,388     $ 2,776     $ 2,776  

Subscriber and activation fee royalties

    5,483       10,313       11,603  

Licensing fee revenue

    3,000       4,500       6,000  

Advertising reimbursements

    833       1,083       1,067  
   

 

 

   

 

 

   

 

 

 

Total revenue from XM Canada

  $ 10,704     $ 18,672     $ 21,446  
   

 

 

   

 

 

   

 

 

 

 

* XM Canada combined with Sirius Canada in June 2011.

Our share of net earnings or losses of XM Canada is recorded to Interest and investment income in our consolidated statements of operations on a one month lag. Our share of XM Canada’s net loss was $6,045, $12,147 and $2,292 for the years ended December 31, 2011, 2010 and 2009, respectively.

General Motors and American Honda

We have a long-term distribution agreement with General Motors Company (“GM”). GM had a representative on our board of directors and was considered a related party through May 27, 2010. During the term of the agreement, GM has agreed to distribute our service. We subsidize a portion of the cost of satellite radios and make incentive payments to GM when the owners of GM vehicles with factory- or dealer- installed satellite radios become self-paying subscribers. We also share with GM a percentage of the subscriber revenue attributable to GM vehicles with factory- or dealer- installed satellite radios. As part of the agreement, GM provides certain call-center related services directly to subscribers who are also GM customers for which we reimburse GM.

We make bandwidth available to OnStar LLC for audio and data transmissions to owners of enabled GM vehicles, regardless of whether the owner is a subscriber. OnStar’s use of our bandwidth must be in compliance with applicable laws, must not compete or adversely interfere with our business, and must meet our quality standards. We also granted to OnStar a certain amount of time to use our studios on an annual basis and agreed to provide certain audio content for distribution on OnStar’s services.

We have a long-term distribution agreement with American Honda. American Honda had a representative on our board of directors and was considered a related party through May 27, 2010. We have an agreement to make a certain amount of our bandwidth available to American Honda. American Honda’s use of our bandwidth must be in compliance with applicable laws, must not compete or adversely interfere with our business, and must meet our quality standards. This agreement remains in effect so long as American Honda holds a certain amount of its investment in us. We make incentive payments to American Honda for each purchaser of a Honda or Acura vehicle that becomes a self-paying subscriber and we share with American Honda a portion of the subscriber revenue attributable to Honda and Acura vehicles with installed satellite radios.

We recorded the following total related party revenue from GM and American Honda, primarily consisting of subscriber revenue, in connection with the agreements above:

 

 

                 
        For the Years Ended December 31,      
            2010*                     2009          

GM

  $ 12,759     $ 31,037  

American Honda

    4,990       12,254  
   

 

 

   

 

 

 

Total

  $ 17,749     $ 43,291  
   

 

 

   

 

 

 

 

* GM and American Honda were considered related parties through May 27, 2010.

We have incurred the following related party expenses with GM and American Honda:

 

 

                                 
    For the Years Ended December 31,  
    2010*     2009  
    GM     American
Honda
    GM     American
Honda
 

Sales and marketing

  $ 13,374     $     $ 31,595     $ 500  

Revenue share and royalties

    15,823       3,167       58,992       6,541  

Subscriber acquisition costs

    17,514       1,969       34,895       5,397  

Customer service and billing

    125             268        

Interest expense, net of amounts capitalized

    1,421             4,644        
   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 48,257     $ 5,136     $ 130,394     $ 12,438  
   

 

 

   

 

 

   

 

 

   

 

 

 

 

* GM and American Honda were considered related parties through May 27, 2010.