LINTA Archive

4

Mel Karmazin and Greg Maffei Add Flavor to Sirius XM’s Future

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By Relmor Demitrius

 

     Yesterday CITI had a Global Entertainment and Media Conference, in which Mel Karmazin, CEO of Sirius XM Radio (NASDAQ:SIRI) and Greg Maffei, CEO of Liberty Media (NASDAQ:LINTA) spoke. There was no formal presentations by these gentleman but they were on board for answering some really good questions. This conference helped answer some important questions investors had about the company. Greg and Mel were very frank and offered valuable information investors can use to make better decisions about their investment with the company. First let us look at what Mel had to say. The first thing Mel offered was information on Q4 subscriber totals.

Mel stated that in Q4, Sirius XM added a net 540,000 additional subscribers. This beat yearly guidance by 100,000 subscribers. A decent beat but nothing to write home about. The great thing here is that Mel can once again be trusted, and when he upped subscriber guidance in 2011, it was to be accurate, and was surely no bullish pump. I know there were many media types that doubted the 1.6 million mark could be reached due to Japanese supply delays, production delays, and a higher churn base. However, these issues were overblown obviously and Sirius XM hit their mark and some. This is great news for investors and people looking for a reason to get in. Another issue with Mel not lying since the merger, is that he promised 2 radios for 2.0 in 2011 and delivered, by releasing the Lynx Hybrid Radio, for satellite use and internet, home or car.

This android based radio provides new features and functionalities, with an endless ability to upgrade its functionality and content. With new compressed bandwidth this radio opens up another avenue of content non 2.0 radios cannot receive. The biggest surprise on functionality came in another promise Mel made.

This news came during the CITI conference. Mel stated that “personalized radio”, like Pandora features, would be coming to their internet and smart phone services “probably this year”. He stated that it’s not a big deal for the company and wouldn’t be another business model, just another feature for retention. He stated if there are customers out there who would turn away from the product because they didn’t have this functionality, then Sirius XM was going to offer it to them. Basically Sirius XM can now evolve their radio experience to the demand of the consumer. The way he presented it was not like it was going to be a big revenue generator and basically implied it’s so easy to add, that the originality of the Pandora type service is easily reproduced. Pandora already has no uniqueness to begin with, as they compete with services like Slacker anyway. But I get what Mel is doing here. If this is an excuse by some, or even a perception that a service is demanded they cannot provide, then they will show you how easy it is to provide, and offer it at NO COST to exisitng subscribers. Free. Here you go subs. You wanted this cute random music generator tailored to your taste, here you go. Enjoy. Now Sirius XM 2.0 will have all the features everyone wanted and complained about. Let the new wave of bashing begin now. Maybe in a future article, since bears are running out of ideas, I can suggest some topics for them. Remember, on demand features have been mentioned and are coming as well. I expect some type of synergy down the road with Live Nation on this end. On Demand live concert events is one thought. Pay per listen. This would be yet another revenue stream. Maybe buying concert tickets from your radio too. Who knows.

Another topic broached was the new structure of the GM contract. The questioner wanted flavor on the details of the agreement. Mel stated he couldn’t say much, but he did offer some great insight we never knew before. He stated when they re-did the GM contract in 2009, there was an immediate impact. In fact, KOAT wrote an article at that time showing you from the filing directly how much was saved. So this is not new news to KOAT supporters. We have been gaining an advantage from the new structured GM deal since 2009. But as Mel explained it was 3 phase deal. More benefit comes to Sirius XM in 2013 and even more in the final phase in 2014. He stated the deal offers a “fairer return” that has “more appropriate value” for Sirius XM. He went over the philosophy of why the first GM deal was so advantageous for GM. Obviously to get your foot in the door it took some incentives. Now GM doesn’t want to be the only car maker without satellite radio in it. The new OEM deals will be, as Mel stated, “market value”. Meaning only one competing company now, based on real fundamentals that are mutually beneficial to both parties. XM never made $1 on the GM deal before the merger. All the benefit went to GM. Well in 2009 that changed, and in 2013 and 2014 coming it will become more like all the deals will be structured in the future. So synergies haven’t even barely begun on this aspect. Mel also mentioned another synergy investors can look forward too in the future.

Mel stated that cars have around a 10 to 14 year cycle. So when Sirius XM installed legacy radios that only can receive one signal, they are obligated to support that radio till it the car’s life is over. So if you begin installing 2.0 in 2013, you can guess the time frame it will take to phase out these old radios. Non 2.0 radios will never be sold again, at least not for Sirius’s signal. Sirius will not put out a new radio just for Sirius again, in my opinion. Although I don’t think that observation is a stretch. We know Sirius XM is trying to go to one platform and now we have Mel’s confirmation of that. He said by around 2020 you can expect the phasing to be near complete into all radios that can receive both signals. At that point the Sirius platform would be suspended and no new satellites will be launched that only send Sirius’s signal. That frees up half their bandwidth. Mel stated they can use it for different business model, more channels, or whatever they want. This is a huge synergy and one of the reasons the merger was so valueable. Now we have a time frame on all of this. What intrigued me the most as an investor is when he said “use it for a different business model”. That is another future revenue stream not priced into the stock one bit.

Mel also talked about how their margins are growing wider than first anticipated. They had modelled 30 to 35%, but now Mel is promising a 40% margin company in the near future. That is an amazing model for any business. I doubt oil companies even enjoy a margin like that. So basically if they earn 10 billion in revenue, there cash intake would be 4 billion dollars. That’s not earnings, its cash.

Earlier in the article Mel stated that subscribers grew by 540,000. He stated that at this time, the used car market is now adding “significant numbers” to the totals. This is the first time Mel has used the word significant here and judging by the Q4 adds, it is apparent it is finally making a difference. With recently adding the Auto Nation deal and already having the Car Max and all used cars sold by GM dealers in play, their base to catch the used car market is rapidly expanding. Since they convert these subs at a 35% or higher clip and these subs go directly to the self pay subscriber totals never being a paid promo, this will help grow their subscriber base substantially now into the future. Now let’s go over briefly what Greg Maffei had to say at the conference.

He stated that it was a very bad idea to “add the last shares” to gain control. This is not something they are necessarily looking to do. Gaining control of Sirius XM is not on the table apparently. He also stated anything they did in adding or whatever, would be something the board (Basically both sides) would agree too. There will be no hostile takeover or tender directly to shareholders basically. If the board agrees to something, they will explore that avenue. This is good news to investors. This means that both sides are finding some common ground and a common plan to benefit both sides, as I expected would be the case. Once again Maffei reiterated that the March date has little meaning to them.

Maffei also crushed the irresponsible and wrong argument perpetuated by the media rhetorics that the NOL’s are an attractive and motivational reason to acquire a controlling interest. He stated this answer once again, and appears bothered by the same dumb questions, that Sirius XM will use their own NOL’s. This has been a clear and consistant issue at KOAT since 2009. The only confusion on this issue has come from ignorant media types that take one bad piece of information and try to fabricate a story out of it. Sorry folks, no story here on that issue. Liberty is not sitting in a room plotting ways to destroy Sirius XM and their value. Hate to rain on your parade but the two sides appear lining up to agree on something here in 2012. It will be either how a return of preferred to Sirius XM would work, a buyback, or some type of mutually beneficial agreement to both sides. Of course the most logical thing is Liberty does nothing, holds at 40% and as stated by Liberty, “rides the growth path of Sirius XM”. So Liberty is not going to throw good money after free to gain control simply to do it. There would have to be a reason too. Maffei said it is too expensive to gain control at this point. Well when your first 40% is free, I can see their thinking on that.

He did state that if Liberty did take control, they WOULD NOT TENDER FOR THE COMPANY. They are NOT INTERESTED IN TOTAL 100% OWNERSHIP. There. Done, next. I am personally tired of this rumor myself. This one had made the very least sense. Basically if Liberty added it would be to around 50 to 60% and only if they felt the direction of the company was in danger. Of course this agreement to go to these levels could come as a concession on a number of issues, including how a buyback would work, restrictions on the preferred shares, or other give and takes. I also wouldn’t be surprised to learn that the fraud lawsuit currently going against Malone and the Sirius XM Board has taken some of the greed and bite out of Malone’s stances on working with Sirius XM on a mutually beneficial future plan. 2012 board decisions should be interesting so stay tuned.

As you can see by this conference that the company is strong and improving the cost and revenue side of the business. Mel has delivered a new radio that can evolve with demand and Liberty is set to ride the growth of Sirius XM Radio. 2012 should be full of new developments.

 

Disclosure: Long SIRI

2

What Exactly Does Sirius XM’s 2012 Guidance Actually Mean

Sirius XM Radio (NASDAQ:SIRI) CEO Mel Karmazin on September 14 announced during the BOA Media Conference their guidance for 2012.  His presentation was almost entirely new information, which was a bit of a surprise to the media present and investors who were listening.  In years past these conferences held tidbits and hints of information but this time Mel was candid and forthcoming with news on Sirius 2.0, the upcoming price increase, plans for the future, and in fact guidance for 2012 earlier than promised.  Mel had stated that guidance for 2012 would come during the third quarter conference call in November.  Why did Mel release this information earlier than planned?  I’m sure at the time Mel knew he was presenting at the Bank of America conference.  It could be possible Mel was so excited about the news of 2012 and what it meant for the company (2012 was a targeted crucial year in Sirius XM’s recovery) going forward.  Apparently from the lack of upgrades, price target increases, and general malaise about the presentation, I apparently am needed to explain just what exactly Sirius XM is guiding.  It is more than just some numbers on a piece of paper.  But first let us address some of the other aspects of the conference and what we learned from his discussion other than guidance.

By Relmor Demitrius -

Sirius XM Radio (NASDAQ:SIRI) CEO Mel Karmazin on September 14 announced during the BOA Media Conference their guidance for 2012.  His presentation was almost entirely new information, which was a bit of a surprise to the media present and investors who were listening.  In years past these conferences held tidbits and hints of information but this time Mel was candid and forthcoming with news on Sirius 2.0, the upcoming price increase, plans for the future, and in fact guidance for 2012 earlier than promised.  Mel had stated that guidance for 2012 would come during the third quarter conference call in November.  Why did Mel release this information earlier than planned?  I’m sure at the time Mel knew he was presenting at the Bank of America conference.  It could be possible Mel was so excited about the news of 2012 and what it meant for the company (2012 was a targeted crucial year in Sirius XM’s recovery) going forward.  Apparently from the lack of upgrades, price target increases, and general malaise about the presentation, I apparently am needed to explain just what exactly Sirius XM is guiding.  It is more than just some numbers on a piece of paper.  But first let us address some of the other aspects of the conference and what we learned from his discussion other than guidance.

I could talk about Mel’s hints and his tone.  I could discuss how Mel appears to show disdain toward the “Doctor”, John Malone, as he called him, to a huge laugh.  When an ignorant questioner tried to foment an opinion that wasn’t true about Malone and the stock price, Mel was quick to embarrass her and show that he isn’t amused anymore by media fomenting, especially on that touchy subject of Malone stealing 40% of the company.  He was clear in his intent that Liberty was a necessary evil and that he would prefer they not be involved in the company going forward.  Although he appreciates their board experience and input, he admitted there is no advantage to date of Liberty Media (NASDAQ:LINTA) investing in the company.  No cash transfer, no balance sheet help, no deals with sister companies, just a guy taking advantage of a cash cow while times were hard.  Mel’s plans to make Malone pay a premium to add to their Sirius XM ownership levels appears still his game plan and I felt by his comments that Malone’s end goal isn’t even clear to him.  Here he answers a question about his comments on how he would make it as expensive as possible for Malone to add control.  He has mentioned this concept in the past a few times.

Question: …..I know you expressed the idea before that if liberty took over they would have to pay some control premium.  Is buying you’re stock back in conflict with that idea.

Answer:   No.   I think the idea is that one of the sensitivities that we would have to deal with….. and we haven’t gotten this far with our board.. Our board .. you know the decision to do a buyback or a dividend or not do anything would be made at the board level. But we have no plans to ever thinking about shrinking our load so that Liberty would be able to get have more control than they do today and 40% is where Liberty is today. The idea wouldn’t be that we would buy back shares, and then therefore liberty would get an accretive therefore have a higher percentage of the company. This is something we would “balance” if the decision were made to do that.

This potentially solves the debate on a buyback increasing Liberty’s stake.  The answer to the question was no and Mel has no plans to shrink their load and they plan on doing a buyback.  It’s called logic.  You do the math.  Hard to argue with facts.  If they want to do a buyback, plan on doing a buyback, but have no plans to increase Liberty’s percentage of ownership…. Sounds like they have it covered to me.  Non-issue now at this point.  I feel confident that Mel will do what is in Sirius XM stockholders best interest with this issue.  I appreciate him answering this topic directly.  Do I still fully 100% understand exactly how a buyback would work in regards to Liberty?  No, but Mel seems to be consistent that a buyback is beneficial to stockholders and if Liberty’s percentage increased with a buyback, there would be no benefit other than a lower P/E ratio and a lower share count.  A buybacks intention is to increase shareholder value.   Remember, the question always asked to Mel is how does Sirius XM plan to return value to stockholders.  A buyback that increased Liberty’s percentage of ownership has NO VALUE to a Sirius XM Stockholder, hence it must not be the case.   Now let’s take a look at the guidance for 2012 and what it means.

Sirius XM guided revenue at 3.3 billion, an increase of $300 million or about 10% over 2011.  10% revenue growth is a nice increase for any company during a recession, especially if you are a 100% discretionary income company.  No one needs satellite radio to live.  Yet subscribers are still growing by the millions a year.  Some analysts were suggesting 3.37 was the expected amount.  Yet these are the same analysts who fail to even get close yearly earnings totals.  Interesting isn’t it.  They are low on earnings, but high on revenue.  Sounds to me they are either lying or incompetent, with no clue on how the model works or how to estimate margins or costs.  You decide.  Either way is pretty bad.  Sounds to me like you can ignore their “revenue miss” as full of crap.  If you can’t even estimate free cash flow at all, earnings for 2012 correctly, or EBITDA at all, then don’t bother with revenue.   That’s like saying the New York Knicks will score 110 points tonight, but you don’t know what the other team will score.  Not very useful in betting on the outcome is it?  Easy to guess high on revenue to make a company miss it.  What is hard is to show your estimates on FCF, earnings and EBITDA accurately if you have no clue how too in regards to this company.

Is 3.3 billion high enough revenue?   Most definitely because costs for 2012 are dropping from 2011 as well.  Satellite capital expenditures alone will drop around 120 million this year from 2011, 210 million from 2010, and 190 million from 2009.  That is almost 2 cents diluted earnings higher than 2011 right there from one line item on the cost side alone.  Add another 300 million in revenue and that is another  3 cents a share right there higher than 2011.  So just on these 2 things alone, right now Sirius XM investors can expect 5 cents diluted earnings HIGHER than what 2011 will bring.  Right now Sirius XM has 5 cents of earnings for 2011 already.  Remember, before the year started, estimates were around 3 to 5 cents total consensus.  We have already matched yearly estimates from a year ago on earnings.  See what I mean?  Low on earnings but high always on revenue….  Very confusing.  So like I said before, either analysts are incompetent or lying.  I hope they are incompetent for their sakes.  Right now analysts are expecting 3.37 billion in revenue, but only 5 cents of earnings.  What!!!  Someone is crazy or incompetent or lying to me.  How can revenue increase 300 million, costs drop at least 120 million, and get only a 140 million dollar increase out of it?  Not to mention the original model already is set to provide 5 cents in earnings to date in half a year in 2011?  Baffling?  Not really if you have been covering this stock for a while.  Actually very typical of this stocks coverage.

My 2012 earnings estimate based on facts and information Mel has provided is for 12 cents a share in 2012.  My revenue estimates are actually around 3.4 billion, slightly higher than analysts are expecting, just my earnings are a 7 cents or 490 million dollar difference.  How can they be so wrong?  Call them and ask them individually.  I would.  Now on to free cash flow and EBITDA.

Mel stated that free cash flow for 2012 would come in around $700 million.  This is a 75% growth year to year on this metric.  This is a decent gauge of actually how much cash on hand Sirius XM could grow in 2012.  In actuality, in a lot of times, cash will exceed this figure.  This is a metric that accounts for other balance sheet asset/liability situations, and is not an exact measure of incoming cash.  It could be more like 800 million in cash added in actuality.  This is extremely encouraging news because at this point Sirius XM is in their self-stated “cash hoarding mode” to pay off the 2013 bonds coming due.  This 770 million dollar 13% bond (the companies highest interest payment on the books) was especially damaging at the time in 2008 due to its perceived high interest rate.  This was indicative of the bond market at the time and since then Sirius XM has been able to renegotiate other bonds for around 7.5%.  This is a huge difference in only 1 years’ time.  It reflects the company’s growing fiscal position and their perception of value to those who matter most, the people who determine what your corporate bond rate will be, not some hack author or analyst who doesn’t even know the service or metrics.

What does this mean?  Well obviously this means that with 1 billion in cash on hand at the end of 2012(low ball), as stated by Mel as well, and 700 million in free cash flow, you can now consider the 2013 bonds paid in full.  They have basically guided out their 2013 payment as done.  Next.  2014 bonds are a convert at the $1.87 strike.  They will be removed with already factored in dilution of shares and 100% already factored into the stock price as a guaranteed conversion (with lent shares out as well in this deal, was one of the reasons the stock tanked to under $1 in the first place.)  So now Mel as basically guided away the “toxic debt” that the company took on in 2008 which caused the stock to tank in the first place.  Remember, this was way before Malone came in in February 2009.  This was an immediate tanking upon the news.  We’re talking minutes upon its release.  Exciting stuff for sure.  If the market is forward thinking and trusts Mel’s guidance (missed low for 2 years now so no reason to think you can’t) the stock should recover back to pre-merger levels now, in logic.   But you say not true, 40% of the value is gone.  I disagree.  Way more than that 40% has been added back in synergies, improved revenue, and subscriber growth since 2008.  So I would disagree with that.

Mel guidanced EBITDA for 2012 at 860 million, a 20% increase from 2011.  If you recall, Mel promised 20% EBITDA growth and has now delivered for 2 years in a row.  This is why I can safely and logically use a multiple of 20 when obtaining an EBITDA evaluation of their stock price.  A typical media company’s stock is valued as a multiple of EBITDA.  So take 860 million and multiply that by 20.  Now you would divide by their fully diluted share count (about 6.8 billion).  This gives you an EBITDA/EV value of $2.35 a share.  That is a 23% increase from current levels.  This accounts for none of the stated price increase, which I will discuss later, or any growth to other line items or reductions in costs.  Mel did not account for the price increase in his guidance.  I had these estimates myself, actually higher, as Mel is being conservative, before the price increase.

Based on guidance we can now calculate as well their forward 1 year p/e ratio of 15.  That means Sirius XM right now is not only a growth stock (20 multiple), it is a value stock with a low forward p/e ratio as well.  Not surprising that institutions have been steadily adding shares since its low percentage of 18% in 2009.  The percentage as of Q2 2011 is now 41%.  That is a 23% increase in only 2 years’ time.  Sounds to me like institutional money managers don’t read or factor in too many analysts opinions or journalists who claim the stock is a slow growth company.  If this company is slow growth, I’ll take slow growth any day.  My numbers are actually more realistic as our members have discovered than guidance.  I think 1 billion in EBITDA is reachable in 2012, giving my EV value much higher at actually $2.94.  This once again accounts from zero speculation and zero value to the price increase.  ARPU will rise all year now, maturing sometime in 2013 for full value to the revenue side.  Not only does locking in rates before the price increase drop churn and raise ARPU immediately before 2012, it will have an ongoing trickle effect all year as new subscribers begin paying the higher rates.  Mel stated in January of 2012 the basic rate will increase from $12.95 to $14.49.  I was expecting between a $1 and $2 increase to the basic package and it was dead on in the middle of that.  I am actually glad they sided a bit with caution here given the economic landscape.  Easier to go up again than back down.  Good move.  They will also have a tiered pricing service that will include best of and internet that will give consumers even more value at the high end than they are currently receiving.  So some customers might actually have a small drop in price.

I expect ARPU to rise to $12 minimum by the end of 2012.  By the end of 2013 it could hit $13.  This is a huge financial difference to overall revenue.  Just a $1.50 increase in the basic rate would generate approximately 375 million in additional revenue per year, or almost another 6 cents in earnings.  The price increase is one of the major synergies touted in 2008 and one that is just now going to begin paying dividends to stockholders.

As you can see by the guidance Mel has given that there is reason to be excited about what the company can now accomplish in the future.  Investors can now be armed with facts when a bear suggests that the company has debt issues.  Not true.  At one time they did, but at one time terrestrial radio was making a profit too.  Some things just change.  Best not to be stuck in old thought patterns when facts are hitting you on the head like a hammer.  There is an old saying in life that applies to investing as well..” You either change or die”.  Same is true with companies.  Sirius XM has been changing their model since 2008 when the merger was allowed.  They have added countless value to their service, expanded their internet service and content, and is now obtainable on most smart phones.  With the addition of 2.0 coming in December of 2011, Sirius XM customers have an even better product to look forward too.

Disclosure:  Long SIRI

For up to date stock commentary and investor’s insight, visit www.kingofalltrades.com.

1

Liberty Starz Battle with Netflix Could Have Larger Ramifications to the Future of Media

Is Netflix(NASDAQ:NFLX) now officially “dying”?  The first mortal wound on a paper tiger has been struck.  And look at who is in the center of it all.  John Malone, Founder of Liberty Media (NASDAQ:LINTA).  Since 40% of Sirius XM is owned by Liberty Capital (NASDAQ:LCAPA), Sirius XM (NASDAQ:SIRI) investors always try to listen to what Liberty Media is saying about their company and Liberty’s future plans.  Well one of those plans became painfully obvious to those here at KOAT, even before Malone offered a bare bones explanation.   Starz Media has declined to be part of Netflix going forward, as of right now, in any form.  Money was no option.  Netflix offered 10 TIMES the old contract price and still Starz said no thank you.  You’re no longer going to compete with our services by allowing us to give you our exclusive content at wholesale rates.  Your nothing but a monster that was created by one instant in times collective greed by content providers.  Did they envision what Netflix would become?  I seriously doubt it, or these media companies never would have signed the original agreements.  No existing content provider creates a Netflix on purpose.  They would have said, why didn’t we just do that?  Dahh!!  Ya, exactly idiots, why didn’t you?  Well someone has finally taken a stand and said no more.  You offer NOTHING we can’t offer people at some point in the future.  Hence bye bye.

By Relmor Demitrius -

Is Netflix(NASDAQ:NFLX) now officially “dying”?  The first mortal wound on a paper tiger may have been struck.  And look at who is in the center of it all.  John Malone, Founder of Liberty Media  (NASDAQ:LINTA).  Since 40% of Sirius XM is owned by Liberty Capital (NASDAQ:LCAPA), Sirius XM (NASDAQ:SIRI) investors always try to listen to what Liberty Media is saying about their company and Liberty’s future plans.  Well one of those plans became painfully obvious to those here at KOAT, even before Malone offered a bare bones explanation.   Starz Media has declined to be part of Netflix going forward, as of right now, in any form.  Money was no option.  Netflix offered 10 TIMES the old contract price and still Starz said no thank you.  You’re no longer going to compete with our services by allowing us to give you our exclusive content at wholesale rates.  Your nothing but a monster that was created by one instant in times collective greed by content providers.  Did they envision what Netflix would become?  I seriously doubt it, or these media companies never would have signed the original agreements.  No existing content provider creates a Netflix on purpose.  They would have said, why didn’t we just do that?  Dahh!!  Ya, exactly idiots, why didn’t you?  Well someone has finally taken a stand and said no more.  You offer NOTHING we can’t offer people at some point in the future.  Hence bye bye.

300 million dollars a year wasn’t enough to convince Starz to come aboard.  They were paying 30 million a year.  Malone had this to say about the situation with Netflix.

“The way this cuts varies depending on whether you’re a premium service as Starz, where ultimately the whole concept of sequential distribution of movie product or of originals has to go through various organisms in order to optimize valuation.  Taking it all and dumping it in at wholesale on a random access basis really undermines long term perceived value.  That’s the biggest problem conceptually that we have with the Netflix approach toward distribution as a content investor or owner.”

Basically were game to give you our content, but not anywhere near the old deals structure.  If at all.  I still doubt they ever reach an agreement.  If 300 million dollars doesn’t convince them, not sure what would.  We will follow this story closely from this point forward.  This is big news in the content distribution space and the future of what Dish/DirecTV may look like down the road.  Why not create their own Netflix?  What does Netflix offer than anyone else can’t?  Exactly.  Call a few movie studios, get them better rates, and there you go, you have a competing service with few capital requirements to start up.  You ALREADY OWN ALL THE CONTENT!!  Cable companies and satellite radio companies hate Netflix with a passion.  Every $1 spent on Netflix is $1 they can’t access directly to their revenue streams.  Eliminate the middle man and media companies should start their own service.

Malone also comments that Liberty Media has almost 10 billion in cash ready to invest.  That could be something that Sirius XM stockholders might find interesting, as Liberty already owns 40% of their company for free.  Malone stole 40% of the company from stockholders without a legal vote in February of 2009.  He is currently being sued for this as a person on the board and I’m hoping that lawsuit is won by the owners of Sirius XM.  It would remove any financial compensation Malone received by Sirius XM.  Nothing else that shattering, but I like the message it sends.  The DOJ has fined Malone at least on one occasion, once for violating pre-merger requirements in its Discover dealings.  So Malone is a guy who doesn’t care about the law to get what he wants.  These are the sharks that Netflix is now dealing with.  Malone is now showing Netflix some teeth.   I fully expect more and more content providers to seek alternative revenue streams outside of Netflix to promote their content and access more money directly.  This is just the first of many companies that will more than likely flee Netflix.

When Liberty spends that 10 billion dollars we will know pretty much what their intentions for the future are, in media and with Sirius XM.  With Mel Karmazin (CEO of Sirius XM) beginning a stock buyback program in 2012, Liberty’s time to take a piss or get off the pot is here finally, in regards to their future plans with the company.

As Malone stated, now that the Liberty spin off of Starz and LCAPA are complete, the company can now move forward and begin exercising some long term plans.  Final approval on that is approaching in mid September.

Disclosure:  Long SIRI

 

9

Sirius XM Share Buyback Plan Would Not Increase Liberty’s Percentage

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By Relmor Demitrius - 

Sirius XM Radio (NASDAQ:SIRI) CEO Mel Karmazin has been mentioning for over a year now how Sirius XM intends to use their free cash flow.  Now that the company has been profitable for over 2 years now straight, it is time for Mel to begin laying out plans to investors how they can expect a return on their capital.  Mel suggested three standard ways of doing this.  The one Mel has said would happen most likely would be a share buyback plan and the focus of this article.  The other ways mentioned were through acquisitions, although Mel stated he sees none right now that would add shareholder value, or a cash dividend (least likely to occur).  One question raised recently was would a buyback affect how many shares Liberty Media (NASDAQ:LINTA) received upon conversion?  The answer is yes.  It would.  To find the answer you simply need to read the filings in question.

In March of 2009 Liberty had to register a form 13D, which is required by the SEC when anyone obtains more than 5% of any class of a companies shares.  A statement of beneficial ownership among other things is required to be on this form.  So saying Liberty owns 40% of Sirius XM is impossible for this form.  They need an actual share count.  So the date March 4th was used as the “snapshot” of Sirius XM’s total outstanding shares at the time, to determine how many shares exactly is the 40%.  Due to minor fluctuations in the outstanding count before the deal was finalized, the percentage came in at 40.15%.  The total shares Liberty would have received if they converted the day they filed their 13D would have been 2,586,976,761 shares.  Which is exactly 206.9581409 shares of common per 1 shared of Liberty preferred.  Here is from the Liberty filing itself.

“At the option of the holder, each share of B-1 Preferred Stock is convertible into 206.9581409 shares of Common Stock, subject to adjustment in accordance with the provisions of the Certificate of Designations of the B-1 Preferred Stock filed with the Secretary of State of the State of Delaware on March 5, 2009 (“B-1 Certificate of Designations”).”

So you can clearly see this amount is not set in stone, especially once you understand why they registered that number of shares to begin with.  It was required they attach an exact number for the purposes of meeting Delaware law requirements.  It clearly states subject to adjustment.  Now, the outstanding share count in 2 years has barely moved.  The 1% change required to re-file the amount hasn’t occurred.  When it does you would see clearly that the intention of the agreement is to always try to get to 40% upon conversion.  So a split, authorized shares moving to outstanding, a buyback, or any other change would result in a recalculation of the amount.  Now Liberty of course is protected from Sirius XM from being diluted and having its percentage lowered.   It’s an “adjustable” share count of the 40% value, but what is not adjustable is the 40% itself.  Please make that distinction here and now.  Here is more wording on the variable condition of this share count of 2.5 billion.

“a) The Reporting Person beneficially owns 2,586,976,761 shares of Common Stock, which represent 40.15% of the shares of Common Stock deemed outstanding.  The shares deemed outstanding is based upon 3,855,656,182 shares of Common Stock outstanding as of March 4, 2009, which information was provided by the Issuer, together with the 2,586,976,761 shares of Common Stock issuable upon conversion of the B-1 Preferred Stock.”

As you can see, it states “as of March 4th”.  This is the snap shot date this form was filed with.  It “represents” 40.15% of the common stock.  This isn’t really that confusing to me and strange it has surfaced as an issue at this time.   Choice is yours entirely on which way you believe.  I would love to hear something in the next conference call concerning this issue.

Let’s see how Liberty shows the ownership levels of Sirius XM.  If it is a share count, it would be listed as such on their filings.  In fact it is not listed that way and is listed year in and year out as a flat 40% holding on their own filings further strengthening this position of being accurate.  Here is in Liberty’s own words again.  This is from their latest filing, their own 10Q form.

Investments in Affiliates Accounted for Using the Equity Method

Liberty has various investments accounted for using the equity method. The following table includes Liberty’s carrying amount and percentage ownership of the more significant investments in affiliates at March 31, 2011 and the carrying amount at December 31, 2010:

 

 

 

 

March 31, 2011 December 31, 2010
Percentage
ownership
Carrying
amount
Carrying
amount
dollar amounts in millions
Interactive Group
Expedia 25 % 721 710
Other various 262 239
Capital Group
SIRIUS XM 40 %

 

Now let us take a look at what could adjust the share count.  There is a Certificate of Designation diction that has to be looked at now.  We know the count is a variable.  We know why that amount of shares was registered to the SEC in March of 09.  Now we must see if a buyback was specifically mentioned as something that would NOT affect this count.  As a buyback is under normal business procedures and could not be voted down with Liberty’s votes on the board, as that would result in a vote “against” the benefit of the stockholder and open up to even more lawsuits.  So there is no way Liberty can prevent a buyback.  There is also nothing in the Investment Agreement, which expires by the way in less than 1 year from now in March 2012, that would allow Liberty to stop a share buyback.  What Liberty did do however is protect there ownership percentage from dilution.  Let’s us read the diction covering this scenario.

The only agreement that is needed now is the Entry Into Definitive Agreement filed March 6th, 2009.  This covers the preferred share agreement with Sirius XM and holds all the rules of conversion.  It clearly states that an “adjustment event” would occur if the amount of outstanding shares would change.  Read what it says here closely.

“Adjustment of Shares Numbers . If, after the Issue Date, there is a subdivision, split, stock dividend, combination, reclassification or similar event (“ Adjustment Event ”) with respect to any shares of Series B-1 Preferred Stock or Series B-2 Preferred Stock, then upon the effectiveness of such Adjustment Event, the reference in Section 12 to a specific number of such shares shall automatically be adjusted proportionately, so that the Holders of such shares will retain the same rights under Section 12 immediately following the effectiveness of such Adjustment Event as they did immediately prior thereto.”

This clearly means that any change and Liberty would have to file an amended 13D when it happened.  Watch for this.  The form would issue a new share count that would be determined to be approximately 40% of the company.  A buyback would most certainly be an “adjustment event”.  It would fall under any combination, subdivision, or similar event.  Mel has stated time and time again how buying back shares would be a way to add value to the common.

Now what Mel may have stated is that any adjustment to the outstanding share count would have to be considered if a change of control would occur if a buyback created it.  Meaning a 40% and a 5% or more owner being triggered by the increase in institutional ownership percentages due to a reduction in outstanding shares due to a buyback.  If a 40% owner combines with another owner to at a 10% level, it would trigger a change of control.  But this would require a very large buyback to be a factor and something Sirius XM will have to watch closely.  As of right now however, Sirius XM has no 5% owners.  Capital World is closest with nearly a 4% total right now.

Of course Liberty’s percentage would increase if a buyback occured AFTER a conversion to common by Liberty.  They would have access to the appropriate number of board seats of course, but would lose all preferred share rights.  I do not expect Liberty to convert their shares however.  Also Mel has a nice parachute clause in his contract should a change of control occur and something Liberty has to be wary of.  Mel has stated he will only work for himself and never someone else again.  If Liberty gains control, Mel would be a rich man, would trigger his bonus shares, and Mel may no longer decide to stay with the company.  I believe there is a reason Mel is pushing the buyback plan (as a way to get Liberty to make their ultimate intentions known) and has his contract expiring in 2012 with a nice change of control clause to protect his mangement position.

As you can see from the filings a buyback would not increase Liberty’s ownership percentages but the share amount on the filed 13D can change.  This is not an increase in ownership however.  If Sirius XM reduces or increases their outstanding share count enough to trigger a new 13D filing you will see this as fact once and for all if you still need convincing.  For the author’s case to be valid, that number would have to be ”set in stone” as stated in the article in question.  As you can see it is clearly a variable number and it is absolutely not set in stone.

I appreciate any and all feedback on this issue.

For investor comments and feedback on all stocks and trades, visit www.kingofalltrades.com/community.

Disclosure:  Currently Holds Calls (mostly) and Puts on SIRI

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KOAT Radio to Discuss Recent Happenings In Media Space:Dish, Liberty, Apple, Google, Sirius XM

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By Relmor Demitrius -

As we all know the media and technology sectors are constantly evolving.  Keeping pace with what is going on can be difficult and confusing.  Are recent acquisitions in the media and technology sector confusing your investment perpective?  Is Netflix (NASDAQ:NLFX) a good investment long term?  Is satellite internet service only months away?  Is Dish Network (NASDAQ:DISH) involved in this?  What if any role would Sirius XM Radio (NASDAQ:SIRI) play? What is going on with the Google (NASDAQ:/GOOG)/Apple (NASDAQ:AAPL) music battle?  Can Liberty Media (NASDAQ:LINTA) make their Barnes and Noble acquistion pay off?

Have you ever wanted to discuss these topics with like minded investors like you? Well now you can.  Full discussion and answers to all these questions from you and our staff on Kingofalltrades blog talk radio show tonight at 9 PM eastern time.

Here is the link.

http://www.blogtalkradio.com/kingofalltrades/2011/05/25/king-of-all-trades

Call in live and discuss these and any media and technology sector related questions.  Callers welcome anytime at  (323) 784-9623.