Quarterly report pursuant to Section 13 or 15(d)

Related Party Transactions

v3.3.0.814
Related Party Transactions
9 Months Ended
Sep. 30, 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 of its directors on our board of directors.  Gregory B. Maffei, the President and Chief Executive Officer of Liberty Media, is the Chairman of our board of directors.  

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 $34,485 recorded to Loss on change in value of derivatives within our unaudited consolidated statements of comprehensive income during the nine months ended September 30, 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 an approximate 37% equity interest and an approximate 25% voting interest.  We primarily provide programming and content services to Sirius XM Canada and are reimbursed from Sirius XM Canada for certain product development costs, production and distribution of chipset radios, as well as for information technology and streaming support costs.  

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

 

 

 

September 30, 2015

 

 

December 31, 2014

 

Related party current assets

 

$

8,725

 

 

$

4,344

 

Related party long-term assets

 

$

 

 

$

3,000

 

Related party current liabilities

 

$

3,013

 

 

$

4,340

 

Related party long-term liabilities

 

$

11,505

 

 

$

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 September 30, 2015 and December 31, 2014 included $2,776 for the current portion of deferred revenue and $11,333 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.

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

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Revenue (a)

 

$

17,941

 

 

$

11,963

 

 

$

44,437

 

 

$

36,303

 

Other income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share of net earnings (b)

 

$

 

 

$

1,711

 

 

$

 

 

$

5,019

 

Dividends (c)

 

$

3,891

 

 

$

4,591

 

 

$

8,880

 

 

$

4,591

 

(a)

Under our agreements with Sirius XM Canada, we currently receive a percentage-based royalty of 10% and 15% for certain types of subscription revenue earned by Sirius XM Canada for Sirius and XM platforms, respectively; additional royalties for premium services and royalties for activation fees and reimbursements for other charges.  We record revenue from Sirius XM Canada as Other revenue in our unaudited consolidated statements of comprehensive income.  The license and services agreement entered into with legacy Sirius Canada will expire in 2017.  The license agreement entered into with legacy XM Canada will expire in 2020.

(b)

We recognize our proportionate share of earnings or losses of Sirius XM Canada as they occur as a component of Other income in our unaudited consolidated statements of comprehensive income on a one month lag.  This amount included amortization related to the equity method intangible assets of $363 for the nine months ended September 30, 2014.  As of September 30, 2015, we had $3,439 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 prior to recording equity income in our results.

(c)

Sirius XM Canada declared dividends to us of $3,891 and $4,591 during the three months ended September 30, 2015 and 2014, respectively, and $11,881 and $39,046 during the nine months ended September 30, 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 existed and then as Other income for the remaining portion.