Quarterly report pursuant to Section 13 or 15(d)

Related Party Transactions

v2.4.1.9
Related Party Transactions
3 Months Ended
Mar. 31, 2015
Related Party Transactions [Abstract]  
Related Party Transactions

(9)

Related Party Transactions

In the normal course of business, we enter into transactions with related parties.  Our related parties include:

Liberty Media

Liberty Media has beneficially owned over 50% of our outstanding common stock since January 2013 and has two executives and one director on our board of directors.  Gregory B. Maffei, the President and Chief Executive Officer of Liberty Media, is the Chairman of our board of directors.  

On October 9, 2013, we entered into an agreement with Liberty Media to repurchase $500,000 of our common stock from Liberty Media.  On April 25, 2014, we completed the final purchase installment under this share repurchase agreement and repurchased $340,000 of our shares of common stock from Liberty Media at a price of $3.66 per share.  As there were certain terms in the forward purchase contract that could have caused the obligation to not be fulfilled, the instrument was recorded as a liability and was marked to fair value with $27,023 recorded to Loss on change in value of derivatives within our unaudited consolidated statements of comprehensive income during the three months ended March 31, 2014.

We recognized Interest expense of $277 during the three months ended March 31, 2014 associated with the portion of the Exchangeable Notes held by Liberty Media through November 2014.

Sirius XM Canada

We hold an equity method investment in Sirius XM Canada.  We own approximately 47,300 of Sirius XM Canada’s Class A shares on a converted basis, representing a 36.9% equity interest and a 24.9% voting interest.  We primarily provide programming and content services to Sirius XM Canada.  

We had the following related party balances associated with Sirius XM Canada:

 

 

 

March 31, 2015

 

 

December 31, 2014

 

Related party current assets

 

$

3,374

 

 

$

4,344

 

Related party long-term assets

 

$

 

 

$

3,000

 

Related party current liabilities

 

$

4,860

 

 

$

4,340

 

Related party long-term liabilities

 

$

12,925

 

 

$

13,635

 

Our related party current asset balances primarily consist of programming and chipset costs for which we are reimbursed.  Our related party long-term asset balances primarily include our investment balance in Sirius XM Canada.  Our related party liabilities as of March 31, 2015 and December 31, 2014 included $2,776 for the current portion of deferred revenue and $12,721 and $13,415, respectively, for the long-term portion of deferred revenue recorded as of the Merger date related to agreements with XM Canada, now Sirius XM Canada.  These costs are being amortized on a straight line basis through 2020.  As of March 31, 2015, we had $6,946 in losses related to our investment in Sirius XM Canada that we had not recorded in our unaudited consolidated financial statements since our investment balance is zero.  Future equity income will be offset by these losses.

We recorded the following revenue and investment income associated with Sirius XM Canada in our unaudited consolidated statements of comprehensive income:

 

 

 

For the Three Months Ended March 31,

 

 

 

2015

 

 

2014

 

Revenue (a)

 

$

13,517

 

 

$

11,781

 

Investment income

 

 

 

 

 

 

 

 

Share of net earnings (b)

 

$

 

 

$

4,326

 

Dividends (c)

 

$

976

 

 

$

 

(a)

Under our agreements with Sirius XM Canada, we receive a percentage-based royalty for certain types of subscription revenue earned by Sirius XM Canada for the distribution of Sirius and XM channels, royalties for activation fees and reimbursements for other charges.  We record revenue from Sirius XM Canada as Other revenue in our unaudited consolidated statements of comprehensive income.

(b)

We recognize our proportionate share of earnings or losses of Sirius XM Canada as they occur as a component of Interest and investment income in our unaudited consolidated statements of comprehensive income on a one month lag.  This amount includes amortization related to the equity method intangible assets of $0 and $363 for the three months ended March 31, 2015 and 2014, respectively.

(c)

Sirius XM Canada declared dividends to us of $3,977 and $4,445 during the three months ended March 31, 2015 and 2014, respectively. These dividends were first recorded as a reduction to our investment balance in Sirius XM Canada to the extent a balance exists and then as Interest and investment income for the remaining portion.