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

4

Look You Dumb Journalists, Liberty Is Not Acquiring Sirius XM, They Already Own It

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By Relmor Demitrius

 

    For the life of me I can’t understand why “journalists”, and I use that term extremely loosely here when considering the coverage of Sirius XM Radio (NASDAQ:SIRI), cannot understand simple math and simple facts. If I hear the NOL’s mentioned one more time as why Liberty would take over Sirius XM, I’m going to scream and throw something. NOL’s are 100% for Sirius XM to use, will be used 100% by Sirius XM, and has no value directly to Liberty. This is from comments from Frear (CFO of Sirius XM), Mel Karamazin (CEO of Sirius XM), and Greg Maffei (CEO of LCAPA).  There is NO SCENARIO PERIOD that allows Liberty to benefit from them except as an indirect 40% stakeholder in Sirius. It gives their holding more value, as profits are protected till around 2020. That’s it. That is the only benefit to the company and Liberty. LCAPA can’t spin off, spit off, crunch off, roll off, spit off, or any other form of off to make them any other way. So stop it. Stop it right now. Stop your incessant babbling and learn how to understand simple concepts. And they are not valued at 8 billion, its more, and its around 3 billion in cash value. NOT 8!!! There is no magic way to add 8 billion to the asset line. It comes in small chunks as savings on profits that would have been paid to IRS.

Another simple concept running out there that cannt seemingly be made clear is that Liberty doesn’t already control the company direction. As a 40% preffered stockholder with veto rights on major cash usage, they already control the company. They paid zero dollars for their stake and would be foolish to throw good money into it just to acquire a controlling stake. Reason they didn’t offer 50% in the first place. Reason prices .05 cents to $2.44 were ignored by Liberty to add to 49% , which they could have from day 1. Greg Maffei said it himself, stupids. Why would we acquire shares now, when we ignored them for so long? Exactly Greg. Common sense is in order.

Another stupid theory is that Liberty will tender for 100% of the company and take it private. Unbelieveable, unprecedented in how Liberty handles their assets, and also very stupid. Take on 100% of the risk versus 40% ownership with no risk? Who’s that stupid? Why pay another 8 billion dollars to buy out the company? You realize how long it would take them to cash out 8 billion dollars in Sirius XM with their current cash intake minus debt? Around 10 years at current levels. Or Liberty can stay 100% in profit range for 100% of the entire time they hold the company. What would you do?  Keep in mind Liberty owns 100% of very little.

Sure, Liberty could acquire a 10% stake if they don’t like how the board room is working out for their vision, but they are a hands off owner, so that is the least likely scenario out there. If they acquire a 60% stake you wouldn’t have to sell your shares, they would still trade and would be more valueable as more shares are out of the float. Tired of stupid authors not seeing this, mentioning this, or seeing the scenario it would require to produce this result.

Another stupid theory running around right now is that Sirius XM will miss their Q4 sub guidance. Obviously these people don’t know about production subs, the used car market success, or failed to become aware of declining losses in the retail side of the metric. Either way, they can’t do simple math. OEM adds for Q4 2011 will be around 600,000 minimum. Thats minimum. Now subtract maybe 100,000 retail side loss (typical every quarter) and you have your 500,000 subscriber addition quarter. Mel also stated they will meet guidance last time he talked. So saying a miss is coming makes for good clicks, but it doesn’t help you as an investor when an “expert” misses a simple math problem. Don’t forget, used car promo subs were never counted as a promo sub, hence will appear like magic directly to the self pay subscriber totals. These authors also fail to mention this fact.

Sirius XM buying Pandora is probably the funniest thing I have read lately. Talk about desperation as a Pandora stockholder. No, no one is going to buy your company. Sorry. You have no assets, hence nothing to value. I don’t see any acquisition out their more valueable right now that a buyback would offer. Mel stated a buyback is coming, so don’t expect it not too. It would be stupid. Would Liberty hinder company growth or appeciation of their stock holding? No, that would be “stupid”.

 

Disclosure: Long SIRI

1

2012 is a Year of Decisions for Sirius XM Radio

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By Relmor Demitrius

 

     According to Mel Karmazin, CEO of Sirius XM Radio (NASDAQ:SIRI), 2008 was “the merger year” for Sirius XM Radio and 2010 was the year of transitioning to profits and free cash flow growth. Then I say 2012 is the year of decisions. 2012 will hold vital decisions on the next few years and future of the companies structure and leadership. There are many important decisions coming from the Board of Directors and possibly Liberty Media (NASDAQ:LINTA). Last week we got a glipse into what that future might hold as Greg Maffei commented on such things at the UBS Global Media Conference on Monday Dec. 5th. This conference also had David Fear, CFO of Sirius XM, speak as well. Also Mel has been beating the drum on making a decision about his future as well, as his contract will expire in December of 2012. Postering is already beginning on that front as well.

In 2009 Mel Karmazin made comments about his future, as his contract was coming due at the end of the 2009. His current deal runs from 2010 to 2012. He stated then in 2009 he would not be second fiddle to anyone. He would rather do something else, suggesting a desire to start a fund himself. He stated maybe something new would be in order. This was of course postering and a warning to the board and the new 40% owners at the time, Liberty Media. He has now made the exact same comments in 2011. These comments came at a Reuters Media Conference from November. Basically with Mel Karmazin, its CEO and total control, or nothing with him. This is no new information to the board or Liberty.

Looking at the subscriber totals and improvements to the debt ratio and balance sheet since 2009, as the merger was his baby, I would have to say Mel was worth every penny and he has done an amazing job worthy of another 3 years. Was he perfect? No, but no one is of course. Has he made mistakes? Probably. Is he being sued for fraud by his own company? Yes he is, as is the entire board. This is from the handling of the Liberty Investment deal. This is an overhang on the board, but I don’t feel will be a factor in Mel and the boards decision.  As of right now, Mel has probably 7 board members minimum who are loyal to him and are from the company long term. I think Frear, himself, Amble, Black, Gilberti, Hartenstein, and Barry are locks to vote for Mel. Thats 7 of 13 board votes right there. There are another couple members that are independent additions that might favor a new direction, and then there are the 3 members from Liberty. Basically if Mel wants to come back, he should have the votes. If Liberty wants to go to a proxy situation and remove board members who would vote for Mel, then they have that right. I do not believe Liberty would go to such a drastic step to remove Mel. If they do not like the direction of the company, which they have stated time and time again that they do like the direction and are happy with their investement, then they might buy over 50% and just control it that way. If they feel management can no longer be trusted and the company must be more run “hands on”, which is not how they operate, then they might go that route. However since they are happy with the company, and are “riding the growth path of Sirius XM”, as stated at their Liberty Investment Conference slide show from this year, I expect no such course of action, at least for this purpose.

Mel has stated he wants clarity as to what Liberty’s intentions are with the future of the company. Are they going to allow a buyback? Or they going to allow preferred shares to be rebought? Are they going to take a controlling interest? If they do, what reassurances will Mel have that he will be in control? All these things are issues, in my opinion, to Mel re-signing with the company and why 2012 is a big year for decisions. I believe if Mel likes what he sees from the board and gets cooperation from Liberty on their future structure, stock options (buyback..etc..) and he gets the money and option packages he wants, then I am confidence Mel will be back for at least another couple of years. There is still much to transition with the company and the evolution and growth story of the company is no where near complete. If Mel set out to start and finish a job, he would be quiting at the half way point as I see it. I feel Mel sees this merged company now as his baby and he isn’t going to let it be raised by someone else without a fight. Management protection is a huge issue and Mel has a personal and financial interest in its success going forward. He owns 120 million stock options at around a 47 cent strike price and many more millions of actual shares himself. He re-signed with the company in July of 2009. Using this as a guideline, meaning I believe Mel will want to get a deal done before nearing the end of the year, I would expect heavy decision making and board meetings to occur in the first half of this year.

I think there are fights going on right now in the board room. I believe the Liberty is holding to a belief that a buyback of common shares will increase their percentage of ownership, as it is a static amount of shares due to them. They are protected from dilusion in the investment agreement. I believe negotiations for how or if a buyback would work hinge on the wording on this agreement and could ultimately come down to Liberty having to sue to see their interpretation enforced or they concede the issue. Sirius XM management can enact a buyback and not have it affect what is due percentage wise to Liberty Media, without permission from Liberty. Now if Liberty doesn’t want this, they might try to gain a controlling interest or seek legal avenues. Basically not only did they steal 40% of the company for a free, now they want to hinder future stockholder value by handcuffing their options on how a buyback would work. I guarantee this is what Malone is trying to get. They might however allow a buyback, if Sirius XM buys back an equal amount of corresponding preferred shares as well, thus keeping the percentage at 40%. This would reduce the float, but hold Liberty’s percentage as equal. But in order to reduce the float, Sirius XM would have to basically “double spend” to do it. They would also have to buy back whatever amount of preferred would keep it at a 40% stake. This would allow Liberty to pull money out without hurting their own ownership levels, while it benefits stockholders by reducing the amount of shares in the float. This situation wouldn’t be ideal for stockholders, but it would be better than nothing.  There are public comments from Mel and Malone and Maffei that seem to hint there are some hidden things going on that we don’t yet know about.  When Mel calls Malone “the Doctor” and laughs about it, you know something is up.  We will know soon enough.

Sirius XM is ok with a buyback just reducing total shares, and not affecting Liberty’s percentage. That is not what Liberty maybe trying to do here.  They may want a way to reduce the float while increasing Liberty’s percentage at the same time, which would nullify any value in a buyback, and not have to sell back preferred shares as well. Sirius XM would rather buy back preferred first of course, but if that answer is no, then Mel would go the other route, buying back common shares. Since Mel Karmazin has been touting a buyback since 2009 as a viable option in returning shareholder value, I believe this was and is still the working condition that Mel is going forward with. If Liberty wants to prevent this then they have the only option of going to court, or becoming a majority owner. In my opinion, preventing a buyback from occuring without keeping Liberty’s percentage the same removes all value to the buyback and why Mel and the board might be in talks to work this out to benefit both parties.  Both sides want the stock to appreciate and are on the same page on that. This is why I am hopeful an agreement can be reached and the company can move forward with the buyback plan, and re-sign their leader, Mel.

Another decison facing the company in 2012 is how to handle the upcoming debt situation. Mel can refinance out the 2013 13% bonds due to maybe 2018 with a new 6% interest rate. This would improve their interest payments immensely, while using no cash in the process. This allows cash to be used now on a buyback. They can also decide to take on new debt, roll out the bonds, and use money from that offering or cash on hand to begin a smaller scale buyback plan, being announced in 2012. Once this buyback plan is announced we will know what the situation is with how a buyback would affect Liberty’s percentage. I expect an annoucement in the first half of the year, probably in Q1 or Q2 conference call at the latest.

Although March is a date that allows a full investment into Sirius XM from Liberty Media, Greg Maffei at the Dec. 5th UBS Conference warned that this date really has no significance to them. If they were interested in a majority stake, he said then why didn’t Liberty add in the open market to 49% when the stock was trading at 15 cents in 2009. It would be illogical to add now basically when a cheap stock was ignored for so long. It has always been my contention that a free 40% stake is much more valueable than putting in good money to get to 50% or 60%. This gives risk now to a once risk free investment. Remember, Libertys cost average on their Sirius XM investment is zero. Its all 100% profit to them. Every dollar used to buy more exposes them to more risk. With practically control over big cash usage and happy with the day to day operations, this makes the least sense to me. Greg Maffei spelled out their options on Dec. 5th. He stated they basically have 2 choices.

1. Do nothing.

2. Add to take control. They could also do a spin off of course and some type of merger down the road as well. Any merger would require a 50% controlling stake first. He stated Liberty does 2 things usually with an investment. They either get out of it quick with a tax benefit, or hold long term. This is a hold long term situation with them.

Selling their stake, or converting and selling is not an option. Book it. It isn’t happening. They are not going to lower their percentage of control anytime soon. Maybe down the road if the stock gets over $5. Then a small scale out to book profits might be reasonable at that point. Maybe then they would sell their stake back to the company. Once maximum saturation of the market is achieved, I wouldn’t blame any investor for wanting to put the future risk of the company in someone else’s hands, especially when that investment was risk free to begin with.

The only way I see Liberty wanting control is if a decision on future use of cash cannot be reached with management, and they want full board control. In this scenario, Mel Karmazin would not be retained as CEO. I wouldn’t be surprised if Greg Maffei became the new CEO at that point.

So as you can see the company has a lot of things to resolve in 2012. It is going to be interesting to see how they handle debt, if Mel comes back ,and how they handle a buyback. A buyback Mel said would be a 2012 board decision. Keep in mind that their debt to leverage ratio will be at 2 to 1 by the end of 2012. They stated they want one of 3 to 1. Could this mean they take on debt to do a buyback? It is in the cards. Or it could be a partial use of debt, with some cash on hand as well. Only time will tell.

 

Disclosure: Long SIRI

2

A Serious Look at Sirius XM’s Improving Fundamentals

Mel Karmazin, CEO of Sirius XM Radio (NASDAQ:SIRI), has been attempting for years through conference calls and various interviews, to focus investors attention not on the company's troubled past, but on its promising future.  Perceptions are hard to change.  Analysts have gone from hot to cold to hot again on the company and looking at a 5 year chart one could see why.  The chart, as do most, tells the story of a company that had high expectations, emerging during the technological and internet boom of the late 1990's.  The .com boom was in full swing and technology companies, as Sirius XM was considered at the time, was priced for success.  Analyst's expectations were later tempered only to return again with news of Howard Stern signing, Mel Karmazin coming aboard, and the possibility of a huge cost saving merger.  Synergies in the billions were proven on paper and analysts and investors jumped back in at the prospects that a successful merger would finally lead to long promised profits.

By Relmor Demitrius -

Mel Karmazin, CEO of Sirius XM Radio (NASDAQ:SIRI), has been attempting for years through conference calls and various interviews, to focus investors attention not on the company’s troubled past, but on its promising future.  Perceptions are hard to change.  Analysts have gone from hot to cold to hot again on the company and looking at a five year chart one can see why.  The chart, as do most, tells the story of a company that had high expectations, emerging during the technological and internet boom of the late 1990′s.  The .com boom was in full swing and technology companies, as Sirius XM was considered at the time, was priced for success.  Analyst’s expectations were later tempered only to return again with news of Howard Stern signing, Mel Karmazin coming aboard, and the possibility of a huge cost saving merger.  Synergies in the billions were proven on paper and analysts and investors jumped back in at the prospects that a successful merger would finally lead to long promised profits.

Well we all know what happened next.  The bond market crumbled, long standing financial institutions fell, and just when Sirius XM needed a loose credit market, they entered it during its worst time in decades.  All that aside, and a Liberty Media (NASDAQ:LINTA) bailout later, Mel and Sirius are now poised to delivery the kind of synergies and profit making potential that has kept long term investors stubborn and correct to hang in there, average down, and come out smelling like a rose.  Here is what they saw in 2009, guessed correctly that a rebound in autos would hold the model, and new revenue streams would finally break a once close model that almost was profitable, into a cash making machine that could now fund its large debt load, repay that debt, and begin actually making direct promises to stockholders of a return of capital value.  Mel discussed that a buyback of shares would be the most likely alternative.

Considering just two years ago the company’s future was in doubt, not by lack of customers or revenue, but by a crippling debt load that was required to fund their business into the cash generating model it is today.  With billions in combined costs in start up satellites, repeater networks, and an infrastructure never attempted before, it was not a cheap cost to entry into this business model.  This was no Pandora.  This is real state of the art technology that had never been attempted before to cover an area that had never before been tasked too.  Give one commercial free content driven radio service to the entire country, no matter where you lived.  And do it all for under 13 bucks a month.  Unbelievable?  That’s what many shorts thought from day one.  Until the merger, they might have been right.  What did the merger allow?

It allowed cutting satellite costs in half.  It combined customer service aspects, bandwidth, and other costs that both companies used to fund, but now no longer are forced too.  It allowed contracts for talent and business partners to be one negotiator not two, keeping costs down and fair practices in play.  With XM and Sirius in direct competition for OEM partners, each OEM partner at the time got a much better deal for themselves that would have otherwise been possible.  As these contracts expire, Sirius XM can renegotiate these deals at more favorable conditions.

They also can raise prices, as now they are not competing against each other.  For 10 years Sirius and XM were so struggling to differentiate themselves from the other service, that an increase in price on one side could tip the balance of what service the retail purchaser pursued.  Now that is no longer a hindrance.  Sure enough, Best of Packages, increases to family plan, and adding an internet charge increased revenue flows.  Once the FCC allowed the company to pass along its royalty charges (past and present) to its customers, the final revenue steam that makes it a solid cash generator was now in place.  These were expensive costs associated with running a radio company that terrestrial radio does not have to deal with.  Even with these costs, Sirius XM has gained overall radio revenue since 10 years ago against a comparison with terrestrial radio.  An arbitrian study indicated that over 35 million people listen to Sirius XM and are “a desired consumer base”.  This means that they are people more likely to purchase products they hear on ads.  This gives Sirius XM additional leverage when negotiating advertising charges from its advertisers.  With around 20 million a quarter coming now from advertising revenue, this is no small amount now.  I believe by the end of 2011, this will come close to generating 100 million dollars in revenue.  That is all over costs too.  So almost 100% of that is pure profit.  It doesn’t cost much to generate that 100 million.  As their base increases, so can what they charge.  In the future, expect to see more ad dollars from their online service as well.   One hope is that they could geographically target advertisers through this end, since they are unable at this time to run local ads through their satellite service, due to FCC restrictions upon being sold the spectrum licenses. Some investors feel this is illegal and one day may be corrected.

Sirius XM, like all companies, has certain expenses that come up from time to time, as well as charges to earnings.  For the first of many articles on fundamentals before Q2 conference call, I want to focus on just two items right now.  Total revenue and total costs.  This doesn’t represent earnings or EBTIDA, but it gives a great trend analysts opportunity without all the noise of minor fluctuations or hits to earning due to non cash related reasons.  Basically if your revenue is over costs, you should be in good shape long term.  Barring some charges for refinancing debt or capital expenditures that are unforeseen (Sirius XM will spend around 30 million a quarter consistently now that their will be no satellite related expenditures after 2011 until the year 2017.  So as it is a now consistently incorporated cost, it is no longer a cost concern for the next 6 years.  The estimated yearly savings is around 200 million dollars that they had been spending since even way before the merger.  I have plotted their revenue, costs, and differential below.

Quarter and Year Total Revenue Total Costs Net Difference
Q 4 2008 644 689 -45
Q1 2009 605 570 35
Q2 2009 607 579 28
Q3 2009 629 592 37
Q4 2009 684 636 48
Q1 2010 670 583 87
Q2 2010 700 574 126
Q3 2010 722 575 147
Q4 2010 736 595 141
Q1 2011 723 559 164

As you can see the trend is clear.  Costs are flat, if not dropping, and revenue is rising almost every quarter now.  Of course there will be normal fluctuations from Q to Q, but the trends here are clear.  Since their self pay base is increasing at about 200,000 every quarter, there is only going to be more revenue going forward.  Keep in mind, this is a base total revenue minus total costs analysis.  This does not reflect earnings, free cash flow, or EBITDA.  In the coming days leading into the Q2 conference call, King of All Trades will look at all these aspects closely.

Future growth to EBITDA at around 25% to 30% will provide even more cash to their coffers going forward.  As their subscriber totals increase and they are able to successfully execute a new price structure after 2011, revenue will continue to grow as costs remain relatively flat.  If they add new talent, one would hope new revenue would pay for it.  I’m sure Mel and company monitor the effect adding higher priced talent has on retention and would not spend money wastefully.  Recent additions to their line up has proven that they are adding talent that is desirable to the general public.  Mel has stated it takes only 30 cents to add an additional $1 to revenue now, once flat consistent costs are covered.  As costs to acquire subscribers is related to auto sales and is increasing at an acceptable pace, their is no need to adjust their cost structure greatly to account for huge shifts in increased OEM car sales.  Consistent and steady growth in auto sales is perfect for this model.

This company is only an infant since the merger and even overall if you consider how long it took cable and satellite TV to get going. This turning point of profitability could still be the ground floor of a long term play on the radio space.  Are these trends during the worst economic downturn in our modern history a fluke?  What would actually happen when the economy is healthy again?  Definitely an exciting time for the company.
Disclosure:  Long SIRI

9

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

Share

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.

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