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Classified in: Business, Sports and recreation, Covid-19 virus
Subjects: EARNINGS, Conference Call, Webcast

Liberty Media Corporation Reports Third Quarter 2021 Financial Results


Liberty Media Corporation ("Liberty Media" or "Liberty") (NASDAQ: LSXMA, LSXMB, LSXMK, FWONA, FWONK, BATRA, BATRK) today reported third quarter 2021 results. Headlines include(1):

"Across the board, our companies had an outstanding third quarter. The Atlanta Braves convincingly claimed their first World Series title since 1995. Congratulations to the team, Braves management and all of Braves Country! SiriusXM posted record self-pay subscriber growth and increased guidance across all metrics. Our ownership in SiriusXM now exceeds 80%, and all future distributions from SiriusXM will be tax-free. Formula 1 set a record with US Grand Prix attendance over 400,000 for the weekend and is enjoying a suspenseful championship," said Greg Maffei, Liberty Media President and CEO. "It's amazing how much progress has been made over the past year given the challenging environment, and I am truly grateful for the hard work and dedication of all these team members to produce such impressive results."

Corporate Updates

Liberty Media entered into an exchange agreement with certain shareholders of SiriusXM common stock to acquire an aggregate of 43,658,800 shares of SiriusXM common stock in exchange (the "Exchange") for the issuance by Liberty to the holders of an aggregate of 5,347,320 shares of Liberty's Series A Liberty SiriusXM common stock. The exchange ratio was market-based with no premium. As of November 3, 2021, Liberty Media beneficially owns 3,205,832,796 shares of SiriusXM common stock, attributed to its Liberty SiriusXM Group tracking stock, which represents an ownership interest in SiriusXM of 80.2% based upon 3,999,493,824 shares of SiriusXM common stock outstanding as of October 26, 2021. Pro forma for the Exchange, the Liberty SiriusXM Group outstanding share count as of October 31, 2021 would have been 336 million.

The Exchange closed on November 3, 2021 and, as a result, Liberty Media and SiriusXM became members of the same consolidated tax group with the tax sharing agreement governing certain matters related to the resulting consolidated and combined tax returns, among other things.

Discussion of Results

Unless otherwise noted, the following discussion compares financial information for the three months ended September 30, 2021 to the same period in 2020.

LIBERTY SIRIUSXM GROUP ? The following table provides the financial results attributed to Liberty SiriusXM Group for the third quarter of 2021. In the third quarter, approximately $6 million of corporate level selling, general and administrative expense (including stock-based compensation expense) was allocated to the Liberty SiriusXM Group.

 

 

3Q20

 

3Q21

 

% Change

 

 

amounts in millions

 

 

 

 

Liberty SiriusXM Group

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

SiriusXM

 

$

2,025

 

$

2,198

 

 

9

%

Total Liberty SiriusXM Group

 

$

2,025

 

$

2,198

 

 

9

%

Operating Income (Loss)

 

 

 

 

 

 

 

 

 

 

SiriusXM

 

 

461

 

 

610

 

 

32

%

Corporate and other

 

 

(10)

 

 

(6)

 

 

40

%

Total Liberty SiriusXM Group

 

$

451

 

$

604

 

 

34

%

Adjusted OIBDA

 

 

 

 

 

 

 

 

 

 

SiriusXM

 

 

661

 

 

720

 

 

9

%

Corporate and other

 

 

(7)

 

 

(5)

 

 

29

%

Total Liberty SiriusXM Group

 

$

654

 

$

715

 

 

9

%

SiriusXM is a separate publicly traded company and additional information about SiriusXM can be obtained through its website and filings with the Securities and Exchange Commission. SiriusXM reported its stand-alone third quarter results on October 28, 2021. For additional detail on SiriusXM's financial results for the third quarter, please see SiriusXM's earnings release posted to its Investor Relations website. For presentation purposes on page one of this release, we include the results of SiriusXM, as reported by SiriusXM, without regard to the purchase accounting adjustments applied by us for purposes of our financial statements. Liberty Media believes the presentation of financial results as reported by SiriusXM is useful to investors as the comparability of those results is best understood in the context of SiriusXM's historical financial presentation.

The businesses and assets attributed to Liberty SiriusXM Group consist primarily of Liberty Media's interests in SiriusXM, which includes its subsidiary Pandora, and Live Nation.

FORMULA ONE GROUP ? The following table provides the financial results attributed to the Formula One Group for the third quarter of 2021. In the third quarter, the Formula One Group incurred approximately $9 million of corporate level selling, general and administrative expense (including stock-based compensation expense).

"Formula 1 is firing on all cylinders and producing results on the track, for our fans and partners and our investors. We already know that the 2021 season will be one for the ages, with a fierce battle up and down the grid and among the constructors. We have seen the results with fans at the track and with engagement across all platforms," said Stefano Domenicali, Formula 1 President and CEO. "We look forward to the next races in Mexico and Brazil before concluding the season with three races in the Middle East, which will complete a record 22-race calendar in 2021, and we are already focused on setting a new record in 2022 with our 23-race calendar."

 

 

3Q20

 

3Q21

 

 

amounts in millions

Formula One Group

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

Formula 1

 

$

597

 

$

668

Total Formula One Group

 

$

597

 

$

668

Operating Income (Loss)

 

 

 

 

 

 

Formula 1

 

$

(104)

 

$

80

Corporate and other

 

 

(11)

 

 

(12)

Total Formula One Group

 

$

(115)

 

$

68

Adjusted OIBDA

 

 

 

 

 

 

Formula 1

 

$

14

 

$

180

Corporate and other

 

 

(6)

 

 

(4)

Total Formula One Group

 

$

8

 

$

176

The following table provides the operating results of Formula 1 ("F1").

F1 Operating Results

 

3Q20

 

3Q21

 

% Change

 

amounts in millions

 

 

 

Primary Formula 1 revenue

$

558

 

$

612

 

10

%

Other Formula 1 revenue

 

39

 

 

56

 

44

%

Total Formula 1 revenue

$

597

 

$

668

 

12

%

Operating expenses (excluding stock-based compensation included below):

 

 

 

 

 

 

 

 

Team payments

 

(441)

 

 

(338)

 

23

%

Other cost of Formula 1 revenue

 

(110)

 

 

(111)

 

(1)

%

Cost of Formula 1 revenue

$

(551)

 

$

(449)

 

19

%

Selling, general and administrative expenses

 

(32)

 

 

(39)

 

(22)

%

Adjusted OIBDA

$

14

 

$

180

 

1,186

%

Stock-based compensation

 

(3)

 

 

(4)

 

(33)

%

Depreciation and Amortization

 

(115)

 

 

(96)

 

17

%

Operating income (loss)

$

(104)

 

$

80

 

NM

 

 

 

 

 

 

 

 

 

 

Number of races in period

 

10

 

 

7

 

 

 

Primary F1 revenue represents the majority of F1's revenue and is derived from (i) race promotion revenue, (ii) media rights fees (formerly referred to as broadcasting fees) and (iii) sponsorship fees.

Beginning January 1, 2021, F1 began reclassifying certain components previously reported in Other F1 revenue into Primary F1 revenue to better align with the way it currently evaluates the business. In addition, broadcasting revenue was renamed media rights revenue. The more significant components that were reclassified into Primary F1 revenue include fees for F1 TV subscriptions, fees for licensing commercial rights for Formula 2 and Formula 3 races, fees for the origination and support of program footage, fees for broadcast rights for Formula 2 and Formula 3 races and fees for advertising rights on Formula 1's digital platforms. Following the reclassification, Other F1 revenue is primarily comprised of freight and hospitality revenue. $34 million of Other F1 revenue was reclassified as Primary F1 revenue for the three months ended September 30, 2020 to conform to the current period presentation. The impact of the revenue reclassification for the years ended December 31, 2019 and 2020 can be found in Schedule 3 of this press release.

There were seven races held in the third quarter of 2021, compared to 10 races held in the third quarter of 2020 due to the compact prior year schedule driven by the COVID-19 pandemic. Fan attendance continues to be assessed by relevant government authorities on a race-by-race basis, although the third quarter of 2021 saw the return of capacity crowds at a number of races for the first time since the start of the pandemic. Most events held during the third quarter of 2021 operated with significantly higher fan attendance compared to the prior year, and the Paddock Club hospitality resumed operations for 6 of the 7 races in the third quarter.

Primary F1 revenue increased in the third quarter, primarily due to growth in race promotion revenue compared to the prior year where limitations on fan attendance led to one-time changes in the contractual terms of races held. Media rights and sponsorship revenue decreased during the third quarter due to the impact of lower proportionate recognition of season-based income (7/22 races took place in the third quarter of 2021 compared to 10/17 in the third quarter of 2020), partially offset by growth in F1 TV subscription revenue and revenue from new sponsors.

Other F1 revenue increased in the third quarter due to hospitality revenue generated from the return of the Paddock Club, which did not operate in the prior year, higher licensing revenue from new contracts and growth in gaming royalties, partially offset by a decrease in Formula 2 and Formula 3 revenue as fewer support races were held in the current period.

Operating income and adjusted OIBDA(2) increased in the third quarter. Cost of F1 revenue decreased compared to the prior year due to one-time fees paid to teams in 2020 upon signing the new Concorde Agreement, as well as the impact of the pro rata recognition of team payments across the race season. Other cost of F1 revenue is largely variable in nature and mostly relates to revenue opportunities. These costs were broadly flat in the third quarter as increased costs associated with operating the Paddock Club were offset by lower pro rata recognition of FIA fees and lower technical, travel, freight and logistics costs driven by less races in the current period, as well as reduced Formula 2 and Formula 3 costs as there were fewer support races in the current period. Selling, general and administrative expense increased in the third quarter due to increased marketing expense and professional fees.

The Liberty SiriusXM Group holds an approximate 2.2% intergroup interest (5.3 million notional shares) in the Formula One Group as of October 31, 2021. These shares are not included in the outstanding share count of Formula One Group in Liberty Media's most recent Form 10-Q. Assuming the issuance of the shares underlying this intergroup interest, the Formula One Group outstanding share count as of October 31, 2021 would have been 236 million.

The businesses and assets attributed to the Formula One Group consist of Liberty Media's subsidiary F1, its interest in Liberty Media Acquisition Corporation, other minority investments and an inter-group interest in the Braves Group.

BRAVES GROUP - The following table provides the financial results attributed to the Braves Group for the third quarter of 2021. In the third quarter, approximately $5 million of corporate level selling, general and administrative expense (including stock-based compensation expense) was allocated to the Braves Group.

 

 

3Q20

 

3Q21

 

 

amounts in millions

Braves Group

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

Corporate and other

 

$

110

 

$

234

Operating Income (Loss)

 

 

 

 

 

 

Corporate and other

 

$

(16)

 

$

30

Adjusted OIBDA

 

 

 

 

 

 

Corporate and other

 

$

5

 

$

55

The following table provides the operating results of Braves Holdings, LLC ("Braves").

 

3Q20

 

3Q21

 

% Change

 

amounts in millions

 

 

 

Baseball revenue

$

102

 

$

222

 

118

%

Development revenue

 

8

 

 

12

 

50

%

Total revenue

 

110

 

 

234

 

113

%

Operating expenses (excluding stock-based compensation included below):

 

 

 

 

 

 

 

 

Other operating expenses

 

(90)

 

 

(153)

 

(70)

%

Selling, general and administrative expenses

 

(14)

 

 

(23)

 

(64)

%

Adjusted OIBDA

$

6

 

$

58

 

867

%

Stock-based compensation

 

(2)

 

 

(2)

 

?

%

Depreciation and Amortization

 

(19)

 

 

(21)

 

(11)

%

Operating income (loss)

$

(15)

 

$

35

 

NM

 

 

 

 

 

 

 

 

 

 

Number of home games in period

 

30

 

 

34

 

 

 

Baseball revenue per home game

$

3.4

 

$

6.5

 

 

 

There were 34 home games played in the third quarter of 2021 compared to 30 home games played in the comparable prior year period. The 2021 regular season began with fans in attendance at 33% capacity for the first home game beginning April 9th, which increased to 50% capacity beginning April 23rd and further expanded to 100% capacity beginning May 7th. There were no fans in attendance during the 2020 regular season.

Baseball revenue is comprised of (i) ballpark operations (ticket sales, concessions, corporate sales, retail, suites, premium seat fees and postseason), (ii) local broadcast rights and (iii) shared Major League Baseball revenue streams, including national broadcast rights and licensing. Development revenue is derived from the Battery Atlanta mixed-use facilities and primarily includes rental income.

Baseball revenue increased in the third quarter driven by the home games played in the current year with fan attendance and the recognition of revenue related to all primary sources of revenue. Development revenue increased during the third quarter due to a reduction in deferred payment arrangements as well as increases in rental income from various new lease commencements.

Operating income and adjusted OIBDA increased in the third quarter. Revenue growth more than offset increased operating costs as player salaries and facility and game day expenses returned to more normalized levels in the current year. Selling, general and administrative expense increased primarily due to higher marketing expense and cost reduction initiatives during the 2020 season as a result of the impacts of COVID-19.

The Formula One Group holds an approximate 11.1% intergroup interest (6.8 million notional shares) and the Liberty SiriusXM Group holds an approximate 3.7% intergroup interest (2.3 million notional shares) in the Braves Group as of October 31, 2021. These shares are not included in the outstanding share count of the Braves Group in Liberty Media's most recent Form 10-Q. Assuming the issuance of the shares underlying these intergroup interests, the Braves Group outstanding share count as of October 31, 2021 would have been 61 million.

The businesses and assets attributed to the Braves Group consist primarily of Liberty Media's subsidiary the Braves, which indirectly owns the Atlanta Braves Major League Baseball Club, our minor league clubs and certain assets and liabilities associated with the Braves' ballpark and mixed-use development project.

Share Repurchases

From August 1, 2021 through October 31, 2021, Liberty SiriusXM Group repurchased approximately 1.2 million Series C Liberty SiriusXM shares (Nasdaq: LSXMK) at an average cost per share of $48.14 for total cash consideration of $56 million and repurchased approximately 870 thousand Series A Liberty SiriusXM shares (Nasdaq: LSXMA) at an average cost per share of $48.26 for total cash consideration of $42 million.

From August 1, 2021 through October 31, 2021, Formula One Group repurchased approximately 1.0 million Series A Liberty Formula One shares (Nasdaq: FWONA) at an average cost per share of $45.02 for total cash consideration of $47 million.

The total remaining repurchase authorization for Liberty Media as of November 1, 2021 is $622 million and can be applied to repurchases of Series A and Series C shares of any of the Liberty Media Corporation tracking stocks.

FOOTNOTES

1)

 

Liberty Media's President and CEO, Greg Maffei, will discuss these headlines and other matters on Liberty Media's earnings conference call that will begin at 10:00 a.m. (E.D.T.) on November 4, 2021. For information regarding how to access the call, please see "Important Notice" later in this document.

2)

 

For definitions of Adjusted OIBDA (as defined by Liberty Media) and adjusted EBITDA (as defined by SiriusXM) and applicable reconciliations see the accompanying schedules.

NOTES

The following financial information with respect to Liberty Media's equity affiliates and available for sale securities is intended to supplement Liberty Media's condensed consolidated balance sheet and statement of operations to be included in its Form 10-Q for the period ended September 30, 2021.

Fair Value of Corporate Public Holdings

(amounts in millions)

 

6/30/2021

 

9/30/2021

Liberty SiriusXM Group

 

 

 

 

 

 

Live Nation Investment(a)

 

$

6,100

 

$

6,347

iHeart(b)

 

 

188

 

 

149

Public Holdings(c)

 

 

50

 

 

50

Total Liberty SiriusXM Group

 

$

6,338

 

$

6,546

Formula One Group

 

 

 

 

 

 

Public Holdings(c)

 

 

175

 

 

194

Total Formula One Group

 

$

175

 

$

194

Braves Group

 

 

NA

 

 

NA

Total Liberty Media

 

$

6,513

 

$

6,740

________________________

a)

 

Represents the fair value of the equity investment in Live Nation. In accordance with GAAP, Liberty Media accounts for its investment in the equity of Live Nation using the equity method of accounting and includes it in its condensed consolidated balance sheet at $0 million and $149 as of June 30, 2021 and September 30, 2021, respectively.

b)

 

Includes fair value of iHeartMedia, Inc. ("iHeart") shares, which are included in other long-term assets. Liberty Media sold 1.0 million shares of iHeart during the third quarter, and on October 5, 2021 sold its remaining 6.0 million shares of iHeart.

c)

 

Represents the carrying value of other public holdings that are accounted for at fair value. Excludes intergroup interests.

Fair Value of Intergroup Assets and Liabilities

The intergroup interests represent quasi-equity interests which are not represented by outstanding shares of common stock; rather, the Formula One Group and Liberty SiriusXM Group have attributed interests in the Braves Group, which are generally stated in terms of a number of shares of Liberty Braves common stock, and the Liberty SiriusXM Group also has an attributed interest in the Formula One Group, which is generally stated in terms of a number of shares of Liberty Formula One common stock. Each reporting period, the notional shares representing the intergroup interests are marked to fair value. The changes in fair value are recorded in the unrealized gain (loss) on the intergroup interest line item in the unaudited attributed condensed consolidated statements of operations. The intergroup interests will remain outstanding until the redemption of the outstanding interests, at the discretion of Liberty Media's Board of Directors, through transfer of securities, cash and/or other assets from the Braves Group or Formula One Group, respectively, to the respective tracking stock group.

 

 

Attributed

 

 

as of September 30, 2021

 

 

Liberty

 

 

 

 

 

 

Formula

 

 

SiriusXM

 

Braves

 

One

 

 

Group

 

Group

 

Group

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(amounts in millions)

 

Notional Shares

 

 

Value

 

Notional Shares

 

 

Value

 

Notional Shares

 

 

Value

Braves Group intergroup interests

 

2.3

 

$

62

 

(9.1)

 

$

(241)

 

6.8

 

$

179

Formula One Group intergroup interest

 

5.3

 

$

248

 

 

 

 

 

 

(5.3)

 

$

(248)

Cash and Debt

The following presentation is provided to separately identify cash and liquid investments and debt information.

(amounts in millions)

 

6/30/2021

 

9/30/2021

Cash and Cash Equivalents Attributable to:

 

 

 

 

 

 

Liberty SiriusXM Group(a)

 

$

1,542

 

$

529

Formula One Group(b)

 

 

2,225

 

 

2,195

Braves Group(c)

 

 

168

 

 

134

Total Consolidated Cash and Cash Equivalents (GAAP)

 

$

3,935

 

$

2,858

 

 

 

 

 

 

 

Debt:

 

 

 

 

 

 

SiriusXM senior notes(d)

 

$

9,750

 

$

8,750

Pandora convertible senior notes

 

 

193

 

 

193

1.375% cash convertible notes due 2023(e)

 

 

1,000

 

 

1,000

2.125% SiriusXM exchangeable senior debentures due 2048(e)

 

 

400

 

 

400

2.25% Live Nation exchangeable senior debentures due 2048(e)

 

 

385

 

 

385

2.75% SiriusXM exchangeable senior debentures due 2049(e)

 

 

604

 

 

604

0.5% Live Nation exchangeable senior debentures due 2050(e)

 

 

920

 

 

920

SiriusXM margin loan

 

 

875

 

 

875

Live Nation margin loan

 

 

?

 

 

?

Other subsidiary debt(f)

 

 

?

 

 

?

Total Attributed Liberty SiriusXM Group Debt

 

$

14,127

 

$

13,127

Unamortized discount, fair market value adjustment and deferred loan costs

 

 

543

 

 

627

Total Attributed Liberty SiriusXM Group Debt (GAAP)

 

$

14,670

 

$

13,754

 

 

 

 

 

 

 

1% cash convertible notes due 2023(e)

 

 

450

 

 

450

2.25% AT&T exchangeable senior debentures due 2046(e)

 

 

25

 

 

25

Formula 1 term loan and revolving credit facility

 

 

2,902

 

 

2,902

Other corporate level debt

 

 

71

 

 

71

Total Attributed Formula One Group Debt

 

$

3,448

 

$

3,448

Fair market value adjustment and deferred loan costs

 

 

164

 

 

178

Total Attributed Formula One Group Debt (GAAP)

 

$

3,612

 

$

3,626

 

 

 

 

 

 

 

Atlanta Braves debt

 

 

694

 

 

721

Total Attributed Braves Group Debt

 

$

694

 

$

721

Deferred loan costs

 

 

(3)

 

 

(3)

Total Attributed Braves Group Debt (GAAP)

 

$

691

 

$

718

 

 

 

 

 

 

 

Total Liberty Media Corporation Debt (GAAP)

 

$

18,973

 

$

18,098

________________________

a)

 

Includes $1.1 billion and $164 million of cash and liquid investments held at SiriusXM as of June 30, 2021 and September 30, 2021, respectively.

b)

 

Includes $537 million and $585 million of cash and liquid investments held at Formula 1 as of June 30, 2021 and September 30, 2021, respectively.

c)

 

Excludes restricted cash held in reserves pursuant to the terms of various financial obligations of $63 million and $83 million as of June 30, 2021 and September 30, 2021, respectively.

d)

 

Outstanding principal amount of Senior Notes with no reduction for the net unamortized discount.

e)

 

Face amount of the cash convertible notes and exchangeable debentures with no fair market value adjustment.

f)

 

Includes SiriusXM revolving credit facility.

Liberty Media, SiriusXM, Formula 1 and Braves Holdings are in compliance with their debt covenants as of September 30, 2021.

Total cash and liquid investments attributed to Liberty SiriusXM Group decreased $1.0 billion in the third quarter due to net debt repayment at SiriusXM and return of capital at both SiriusXM and Liberty SiriusXM Group, partially offset by cash from operations at SiriusXM. Total debt attributed to Liberty SiriusXM Group decreased $1.0 billion during the quarter due to the net redemption of debt at SiriusXM. During the third quarter, SiriusXM extended the maturity on its revolving credit facility to August 2026.

Included in the cash and liquid investments balance attributed to Liberty SiriusXM Group at September 30, 2021 is $164 million held at SiriusXM. Although SiriusXM is a consolidated subsidiary, it is a separate public company with a significant non-controlling interest, therefore Liberty Media does not have unfettered access to SiriusXM's cash balances. Liberty SiriusXM Group received $47 million of dividends from SiriusXM during the third quarter. On October 25, 2021, SiriusXM's Board of Directors increased its quarterly cash dividend by 50%, effective as of its next payment date on November 29, 2021.

On October 5, 2021, Liberty Media issued a notice to holders of its 2.25% Live Nation exchangeable debentures due 2048 that it intends to redeem the debentures in full that are not purchased or surrendered prior thereto for exchange at the December 1st put/call date. As of September 30, 2021, there is $385 million principal amount of debentures outstanding with a carrying value of $532 million. Any exchanges are expected to be settled in January 2022.

Total cash and liquid investments attributed to the Formula One Group decreased $30 million during the quarter as share repurchases and investments in equity method affiliates and debt and equity securities more than offset cash from operations at F1. Total debt at Formula One Group was flat in the third quarter.

On October 5, 2021, Liberty Media redeemed in full the outstanding $25 million principal amount of its 2.25% AT&T exchangeable senior debentures due 2046, which was funded with the sale of Liberty Media's remaining approximately 800 thousand shares of AT&T as well as cash on hand.

Total cash and liquid investments attributed to the Braves Group decreased $34 million during the quarter driven by cash used in operations primarily due to seasonal working capital changes and capital expenditures related to the mixed-use development, partially offset by additional borrowing. Total debt attributed to the Braves Group increased $27 million in the quarter driven by increased borrowing to fund the mixed-use development and drawdowns on the team revolver. The second phase of the Battery Atlanta mixed-use development is currently on-time and on-budget. It is expected to cost approximately $200 million, of which the Braves and affiliated entities have already funded approximately $55 million in equity and $115 million in debt, with approximately $30 million incremental debt funding remaining.

Important Notice: Liberty Media Corporation (Nasdaq: LSXMA, LSXMB, LSXMK, FWONA, FWONK, BATRA, BATRK) President and CEO, Greg Maffei, will discuss Liberty Media's earnings release on a conference call which will begin at 10:00 a.m. (E.D.T.) on November 4, 2021. The call can be accessed by dialing (800) 289-0571 or (720) 543-0206, passcode 3633894 at least 10 minutes prior to the start time. The call will also be broadcast live across the Internet and archived on our website. To access the webcast go to https://ir.libertymedia.com/news-events/events-presentations. Links to this press release will also be available on the Liberty Media website.

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about business strategies, market potential, future financial prospects, distributions to Liberty SiriusXM Group from SiriusXM, the redemption or exchange of the 2.25% Live Nation exchangeable debentures due 2048, Formula 1's future races, plans regarding stock repurchases, future financial performance,, the Battery Atlanta mixed-use development and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, possible changes in market acceptance of new products or services, regulatory matters affecting our businesses, the unfavorable outcome of pending or future litigation, the failure to realize benefits of acquisitions, rapid technological and industry change, continued access to capital on terms acceptable to Liberty Media, and changes in law, including consumer protection laws, and their enforcement, and the impact of COVID-19, including on general market conditions and the ability of Formula 1, the Braves and Live Nation to hold live events and fan attendance at such events. These forward-looking statements speak only as of the date of this press release, and Liberty Media expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty Media's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Liberty Media, including the most recent Forms 10-K and 10-Q, for additional information about Liberty Media and about the risks and uncertainties related to Liberty Media's business which may affect the statements made in this press release.

LIBERTY MEDIA CORPORATION

BALANCE SHEET INFORMATION

September 30, 2021 (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributed

 

 

 

 

 

 

Liberty

 

 

 

Formula

 

 

 

 

 

 

SiriusXM

 

Braves

 

One

 

Intergroup

 

Consolidated

 

 

Group

 

Group

 

Group

 

Eliminations

 

Liberty

 

 

amounts in millions

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

529

 

134

 

2,195

 

?

 

2,858

Trade and other receivables, net

 

 

652

 

50

 

110

 

?

 

812

Other current assets

 

 

632

 

127

 

161

 

?

 

920

Total current assets

 

 

1,813

 

311

 

2,466

 

?

 

4,590

Intergroup interests

 

 

310

 

?

 

179

 

(489)

 

?

Investments in affiliates, accounted for using the equity method

 

 

874

 

108

 

34

 

?

 

1,016

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, at cost

 

 

2,781

 

997

 

203

 

?

 

3,981

Accumulated depreciation

 

 

(1,645)

 

(220)

 

(85)

 

?

 

(1,950)

 

 

 

1,136

 

777

 

118

 

?

 

2,031

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets not subject to amortization

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

15,110

 

180

 

3,957

 

?

 

19,247

FCC licenses

 

 

8,600

 

?

 

?

 

?

 

8,600

Other

 

 

1,242

 

143

 

?

 

?

 

1,385

 

 

 

24,952

 

323

 

3,957

 

?

 

29,232

Intangible assets subject to amortization, net

 

 

1,310

 

22

 

3,601

 

?

 

4,933

Other assets

 

 

1,102

 

84

 

1,480

 

(49)

 

2,617

Total assets

 

$

31,497

 

1,625

 

11,835

 

(538)

 

44,419

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Intergroup payable (receivable)

 

$

(16)

 

(37)

 

53

 

?

 

?

Accounts payable and accrued liabilities

 

 

1,272

 

55

 

191

 

?

 

1,518

Current portion of debt

 

 

1,900

 

12

 

661

 

?

 

2,573

Deferred revenue

 

 

1,500

 

73

 

421

 

?

 

1,994

Other current liabilities

 

 

69

 

6

 

28

 

?

 

103

Total current liabilities

 

 

4,725

 

109

 

1,354

 

?

 

6,188

Long-term debt

 

 

11,854

 

706

 

2,965

 

?

 

15,525

Deferred income tax liabilities

 

 

2,206

 

63

 

?

 

(49)

 

2,220

Redeemable intergroup interests

 

 

?

 

241

 

248

 

(489)

 

?

Other liabilities

 

 

623

 

206

 

188

 

?

 

1,017

Total liabilities

 

 

19,408

 

1,325

 

4,755

 

(538)

 

24,950

Redeemable noncontrolling interests in equity of subsidiary

 

 

?

 

?

 

575

 

?

 

575

Equity / Attributed net assets

 

 

8,130

 

300

 

6,481

 

?

 

14,911

Noncontrolling interests in equity of subsidiaries

 

 

3,959

 

?

 

24

 

?

 

3,983

Total liabilities and equity

 

$

31,497

 

1,625

 

11,835

 

(538)

 

44,419

LIBERTY MEDIA CORPORATION

STATEMENT OF OPERATIONS

Three months ended September 30, 2021 (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributed

 

 

 

 

Liberty

 

 

 

Formula

 

 

 

 

SiriusXM

 

Braves

 

One

 

Consolidated

 

 

Group

 

Group

 

Group

 

Liberty

 

 

amounts in millions

Revenue:

 

 

 

 

 

 

 

 

 

Sirius XM Holdings revenue

 

$

2,198

 

?

 

?

 

2,198

Formula 1 revenue

 

 

?

 

?

 

668

 

668

Other revenue

 

 

?

 

234

 

?

 

234

Total revenue

 

 

2,198

 

234

 

668

 

3,100

Operating costs and expenses, including stock-based compensation:

 

 

 

 

 

 

 

 

 

Cost of Sirius XM Holdings services (exclusive of depreciation shown separately below):

 

 

 

 

 

 

 

 

 

Revenue share and royalties

 

 

671

 

?

 

?

 

671

Programming and content(1)

 

 

142

 

?

 

?

 

142

Customer service and billing(1)

 

 

128

 

?

 

?

 

128

Other(1)

 

 

57

 

?

 

?

 

57

Cost of Formula 1 revenue

 

 

?

 

?

 

449

 

449

Subscriber acquisition costs

 

 

70

 

?

 

?

 

70

Other operating expenses(1)

 

 

67

 

154

 

?

 

221

Selling, general and administrative(1)

 

 

402

 

28

 

51

 

481

Impairment, restructuring and acquisition costs, net of recoveries

 

 

(95)

 

?

 

?

 

(95)

Depreciation and amortization

 

 

152

 

22

 

100

 

274

 

 

 

1,594

 

204

 

600

 

2,398

Operating income (loss)

 

 

604

 

30

 

68

 

702

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(130)

 

(6)

 

(32)

 

(168)

Share of earnings (losses) of affiliates, net

 

 

2

 

9

 

(2)

 

9

Realized and unrealized gains (losses) on financial instruments, net

 

 

(42)

 

?

 

2

 

(40)

Gains (losses) on dilution of investment in affiliate

 

 

142

 

?

 

?

 

142

Unrealized gains (losses) on intergroup interests

 

 

20

 

12

 

(32)

 

?

Other, net

 

 

(75)

 

1

 

2

 

(72)

 

 

 

(83)

 

16

 

(62)

 

(129)

Earnings (loss) from continuing operations before income taxes

 

 

521

 

46

 

6

 

573

Income tax (expense) benefit

 

 

(108)

 

(10)

 

(55)

 

(173)

Net earnings (loss)

 

 

413

 

36

 

(49)

 

400

Less net earnings (loss) attributable to the noncontrolling interests

 

 

71

 

?

 

3

 

74

Less net earnings (loss) attributable to redeemable noncontrolling interest

 

 

?

 

?

 

(2)

 

(2)

Net earnings (loss) attributable to Liberty stockholders

 

$

342

 

36

 

(50)

 

328

 

 

 

 

 

 

 

 

 

 

(1) Includes stock-based compensation expense as follows:

 

 

 

 

 

 

 

 

 

Programming and content

 

 

8

 

?

 

?

 

8

Customer service and billing

 

 

2

 

?

 

?

 

2

Other

 

 

1

 

?

 

?

 

1

Other operating expenses

 

 

9

 

?

 

?

 

9

Selling, general and administrative

 

 

34

 

3

 

8

 

45

Stock compensation expense

 

$

54

 

3

 

8

 

65

LIBERTY MEDIA CORPORATION

STATEMENT OF OPERATIONS

Three months ended September 30, 2020 (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributed

 

 

 

 

Liberty

 

 

 

Formula

 

 

 

 

SiriusXM

 

Braves

 

One

 

Consolidated

 

 

Group

 

Group

 

Group

 

Liberty

 

 

amounts in millions

Revenue:

 

 

 

 

 

 

 

 

 

Sirius XM Holdings revenue

 

$

2,025

 

?

 

?

 

2,025

Formula 1 revenue

 

 

?

 

?

 

597

 

597

Other revenue

 

 

?

 

110

 

?

 

110

Total revenue

 

 

2,025

 

110

 

597

 

2,732

Operating costs and expenses, including stock-based compensation:

 

 

 

 

 

 

 

 

 

Cost of Sirius XM Holdings services (exclusive of depreciation shown separately below):

 

 

 

 

 

 

 

 

 

Revenue share and royalties

 

 

602

 

?

 

?

 

602

Programming and content(1)

 

 

123

 

?

 

?

 

123

Customer service and billing(1)

 

 

119

 

?

 

?

 

119

Other(1)

 

 

51

 

?

 

?

 

51

Cost of Formula 1 revenue

 

 

?

 

?

 

551

 

551

Subscriber acquisition costs

 

 

110

 

?

 

?

 

110

Other operating expenses(1)

 

 

64

 

90

 

?

 

154

Selling, general and administrative(1)

 

 

363

 

17

 

43

 

423

Depreciation and amortization

 

 

142

 

19

 

118

 

279

 

 

 

1,574

 

126

 

712

 

2,412

Operating income (loss)

 

 

451

 

(16)

 

(115)

 

320

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(116)

 

(6)

 

(31)

 

(153)

Share of earnings (losses) of affiliates, net

 

 

(183)

 

(5)

 

1

 

(187)

Realized and unrealized gains (losses) on financial instruments, net

 

 

(39)

 

?

 

55

 

16

Unrealized gains (losses) on intergroup interests

 

 

25

 

(10)

 

(15)

 

?

Other, net

 

 

(36)

 

(1)

 

5

 

(32)

 

 

 

(349)

 

(22)

 

15

 

(356)

Earnings (loss) from continuing operations before income taxes

 

 

102

 

(38)

 

(100)

 

(36)

Income tax (expense) benefit

 

 

(22)

 

7

 

8

 

(7)

Net earnings (loss)

 

 

80

 

(31)

 

(92)

 

(43)

Less net earnings (loss) attributable to the noncontrolling interests

 

 

68

 

?

 

3

 

71

Net earnings (loss) attributable to Liberty stockholders

 

$

12

 

(31)

 

(95)

 

(114)

 

 

 

 

 

 

 

 

 

 

(1) Includes stock-based compensation expense as follows:

 

 

 

 

 

 

 

 

 

Programming and content

 

 

9

 

?

 

?

 

9

Customer service and billing

 

 

1

 

?

 

?

 

1

Other

 

 

1

 

?

 

?

 

1

Other operating expenses

 

 

11

 

?

 

?

 

11

Selling, general and administrative

 

 

39

 

2

 

5

 

46

Stock compensation expense

 

$

61

 

2

 

5

 

68

LIBERTY MEDIA CORPORATION

STATEMENT OF CASH FLOWS INFORMATION

Nine months ended September 30, 2021 (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributed

 

 

 

 

Liberty

 

 

 

Formula

 

 

 

 

SiriusXM

 

Braves

 

One

 

Consolidated

 

 

Group

 

Group

 

Group

 

Liberty

 

 

amounts in millions

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net earnings (loss)

 

$

883

 

2

 

29

 

914

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

451

 

56

 

299

 

806

Stock-based compensation

 

 

158

 

9

 

21

 

188

Non-cash impairment and restructuring costs

 

 

24

 

?

 

?

 

24

Changes in fair value of contingent consideration

 

 

(17)

 

?

 

?

 

(17)

Share of (earnings) loss of affiliates, net

 

 

181

 

(20)

 

(27)

 

134

Unrealized (gains) losses on intergroup interests, net

 

 

(52)

 

15

 

37

 

?

Realized and unrealized (gains) losses on financial instruments, net

 

 

42

 

(1)

 

(107)

 

(66)

Losses (gains) on dilution of investment in affiliate

 

 

(152)

 

?

 

?

 

(152)

Deferred income tax expense (benefit)

 

 

66

 

10

 

(43)

 

33

Intergroup tax allocation

 

 

5

 

(2)

 

(3)

 

?

Other charges (credits), net

 

 

94

 

7

 

3

 

104

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

 

Current and other assets

 

 

54

 

(52)

 

(47)

 

(45)

Payables and other liabilities

 

 

(439)

 

(16)

 

205

 

(250)

Net cash provided (used) by operating activities

 

 

1,298

 

8

 

367

 

1,673

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Investments in equity method affiliates and debt and equity securities

 

 

(66)

 

?

 

(152)

 

(218)

Investment of subsidiary initial public offering proceeds into trust account

 

 

?

 

?

 

(575)

 

(575)

Return of investment in equity method affiliates

 

 

?

 

?

 

38

 

38

Cash proceeds from sale of investments

 

 

27

 

2

 

167

 

196

Cash (paid) received from acquisitions, net of cash acquired

 

 

(14)

 

?

 

?

 

(14)

Capital expended for property and equipment, including internal-use software and website development

 

 

(244)

 

(26)

 

(10)

 

(280)

Proceeds from insurance recoveries

 

 

225

 

?

 

?

 

225

Other investing activities, net

 

 

6

 

8

 

(1)

 

13

Net cash provided (used) by investing activities

 

 

(66)

 

(16)

 

(533)

 

(615)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Borrowings of debt

 

 

6,294

 

113

 

?

 

6,407

Repayments of debt

 

 

(5,871)

 

(67)

 

(191)

 

(6,129)

Liberty stock repurchases

 

 

(351)

 

?

 

(47)

 

(398)

Subsidiary shares repurchased by subsidiary

 

 

(1,174)

 

?

 

?

 

(1,174)

Cash dividends paid by subsidiary

 

 

(41)

 

?

 

?

 

(41)

Taxes paid in lieu of shares issued for stock-based compensation

 

 

(91)

 

?

 

(2)

 

(93)

Proceeds from initial public offering of subsidiary

 

 

?

 

?

 

575

 

575

Settlement of intergroup call spread

 

 

(384)

 

?

 

384

 

?

Other financing activities, net

 

 

(85)

 

(6)

 

(37)

 

(128)

Net cash provided (used) by financing activities

 

 

(1,703)

 

40

 

682

 

(981)

Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash

 

 

?

 

?

 

(5)

 

(5)

Net increase (decrease) in cash, cash equivalents and restricted cash

 

 

(471)

 

32

 

511

 

72

Cash, cash equivalents and restricted cash at beginning of period

 

 

1,008

 

185

 

1,684

 

2,877

Cash, cash equivalents and restricted cash at end of period

 

$

537

 

217

 

2,195

 

2,949

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

529

 

134

 

2,195

 

2,858

Restricted cash included in other current assets

 

 

?

 

64

 

?

 

64

Restricted cash included in other assets

 

 

8

 

19

 

?

 

27

Total cash and cash equivalents and restricted cash at end of period

 

$

537

 

217

 

2,195

 

2,949

LIBERTY MEDIA CORPORATION

STATEMENT OF CASH FLOWS INFORMATION

Nine months ended September 30, 2020 (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributed

 

 

 

 

Liberty

 

 

 

Formula

 

 

 

 

SiriusXM

 

Braves

 

One

 

Consolidated

 

 

Group

 

Group

 

Group

 

Liberty

 

 

amounts in millions

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net earnings (loss)

 

$

348

 

(16)

 

(635)

 

(303)

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

432

 

54

 

326

 

812

Stock-based compensation

 

 

173

 

(10)

 

17

 

180

Non-cash impairment and restructuring costs

 

 

24

 

?

 

?

 

24

Share of (earnings) loss of affiliates, net

 

 

331

 

2

 

109

 

442

Unrealized (gains) losses on intergroup interests, net

 

 

(92)

 

(78)

 

170

 

?

Realized and unrealized (gains) losses on financial instruments, net

 

 

228

 

10

 

(75)

 

163

Losses (gains) on dilution of investment in affiliate

 

 

(1)

 

?

 

?

 

(1)

Deferred income tax expense (benefit)

 

 

33

 

(15)

 

(61)

 

(43)

Intergroup tax allocation

 

 

4

 

(16)

 

12

 

?

Other charges (credits), net

 

 

50

 

10

 

2

 

62

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

 

Current and other assets

 

 

150

 

(16)

 

(282)

 

(148)

Payables and other liabilities

 

 

(301)

 

19

 

150

 

(132)

Net cash provided (used) by operating activities

 

 

1,379

 

(56)

 

(267)

 

1,056

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Investments in equity affiliates and debt and equity securities

 

 

(91)

 

?

 

(3)

 

(94)

Return of investment in equity method affiliates

 

 

?

 

?

 

105

 

105

Cash proceeds from sale of investments

 

 

?

 

?

 

13

 

13

Cash (paid) received for acquisitions, net of cash acquired

 

 

(28)

 

?

 

?

 

(28)

Capital expended for property and equipment, including internal-use software and website development

 

 

(230)

 

(69)

 

(17)

 

(316)

Other investing activities, net

 

 

10

 

4

 

(3)

 

11

Net cash provided (used) by investing activities

 

 

(339)

 

(65)

 

95

 

(309)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Borrowings of debt

 

 

2,300

 

216

 

522

 

3,038

Repayments of debt

 

 

(1,922)

 

(62)

 

(611)

 

(2,595)

Intergroup Loan (repayment) borrowing

 

 

(750)

 

?

 

750

 

?

Liberty stock repurchases

 

 

(135)

 

?

 

(69)

 

(204)

Subsidiary shares repurchased by subsidiary

 

 

(870)

 

?

 

?

 

(870)

Reattribution between Liberty SiriusXM Group and Liberty Formula One Group

 

 

(608)

 

?

 

608

 

?

Proceeds from Liberty SiriusXM common stock rights offering

 

 

754

 

?

 

?

 

754

Cash dividends paid by subsidiary

 

 

(49)

 

?

 

?

 

(49)

Taxes paid in lieu of shares issued for stock-based compensation

 

 

(84)

 

?

 

(2)

 

(86)

Other financing activities, net

 

 

(35)

 

(5)

 

(26)

 

(66)

Net cash provided (used) by financing activities

 

 

(1,399)

 

149

 

1,172

 

(78)

Effect of foreign exchange rates on cash, cash equivalents and restricted cash

 

 

?

 

?

 

(1)

 

(1)

Net increase (decrease) in cash, cash equivalents and restricted cash

 

 

(359)

 

28

 

999

 

668

Cash, cash equivalents and restricted cash at beginning of period

 

 

507

 

212

 

587

 

1,306

Cash, cash equivalents and restricted cash at end of period

 

$

148

 

240

 

1,586

 

1,974

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

137

 

213

 

1,586

 

1,936

Restricted cash included in other current assets

 

 

?

 

10

 

?

 

10

Restricted cash included in other assets

 

 

11

 

17

 

?

 

28

Total cash and cash equivalents and restricted cash at end of period

 

$

148

 

240

 

1,586

 

1,974

NON-GAAP FINANCIAL MEASURES AND SUPPLEMENTAL DISCLOSURES

SCHEDULE 1

To provide investors with additional information regarding our financial results, this press release includes a presentation of Adjusted OIBDA, which is a non-GAAP financial measure, for the Liberty SiriusXM Group, the Braves Group and the Formula One Group, together with reconciliations to operating income, as determined under GAAP. Liberty Media defines Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and other related costs and impairment charges.

Liberty Media believes Adjusted OIBDA is an important indicator of the operational strength and performance of its businesses by identifying those items that are not directly a reflection of each business' performance or indicative of ongoing business trends. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. Because Adjusted OIBDA is used as a measure of operating performance, Liberty Media views operating income as the most directly comparable GAAP measure. Adjusted OIBDA is not meant to replace or supersede operating income or any other GAAP measure, but rather to supplement such GAAP measures in order to present investors with the same information that Liberty Media's management considers in assessing the results of operations and performance of its assets.

The following table provides a reconciliation of Adjusted OIBDA for Liberty Media to operating income calculated in accordance with GAAP for the three months ended September 30, 2020 and September 30, 2021, respectively.

QUARTERLY SUMMARY

(amounts in millions)

 

3Q20

 

3Q21

Liberty SiriusXM Group

 

 

 

 

 

 

Operating Income

 

$

451

 

$

604

Depreciation and amortization

 

 

142

 

 

152

Stock compensation expense

 

 

61

 

 

54

Impairment, restructuring and acquisition costs, net of recoveries (a)

 

 

?

 

 

(95)

Adjusted OIBDA

 

$

654

 

$

715

 

 

 

 

 

 

 

Formula One Group

 

 

 

 

 

 

Operating Income (Loss)

 

$

(115)

 

$

68

Depreciation and amortization

 

 

118

 

 

100

Stock compensation expense

 

 

5

 

 

8

Adjusted OIBDA

 

$

8

 

$

176

 

 

 

 

 

 

 

Braves Group

 

 

 

 

 

 

Operating Income (Loss)

 

$

(16)

 

$

30

Depreciation and amortization

 

 

19

 

 

22

Stock compensation expense

 

 

2

 

 

3

Adjusted OIBDA

 

$

5

 

$

55

 

 

 

 

 

 

 

Liberty Media Corporation (Consolidated)

 

 

 

 

 

 

Operating Income

 

$

320

 

$

702

Depreciation and amortization

 

 

279

 

 

274

Stock compensation expense

 

 

68

 

 

65

Impairment, restructuring and acquisition costs, net of recoveries (a)

 

 

?

 

 

(95)

Adjusted OIBDA

 

$

667

 

$

946

__________________________

(a)

 

During the three months ended September 30, 2021, SiriusXM recorded insurance recoveries related to the SXM-7 satellite of $80 million as well as the reversal of a $17 million liability related to the Stitcher acquisition.

SCHEDULE 2

This press release also includes a presentation of adjusted EBITDA of SiriusXM, which is a non-GAAP financial measure used by SiriusXM, together with a reconciliation to SiriusXM's stand-alone net income, as determined under GAAP. SiriusXM defines adjusted EBITDA as net income before interest expense, income tax expense and depreciation and amortization. SiriusXM adjusts EBITDA to exclude the impact of other expense (income) as well as certain other charges discussed below. Adjusted EBITDA is a Non-GAAP financial measure that excludes or adjusts for (if applicable): (i) certain adjustments as a result of the purchase price accounting for the XM Merger and the Pandora Acquisition, (ii) share-based payment expense, (iii) impairment, restructuring and acquisition costs, (iv) legal settlements/reserves and (v) other significant operating expense (income) that do not relate to the on-going performance of SiriusXM's business. SiriusXM believes adjusted EBITDA is a useful measure of the underlying trend of its operating performance, which provides useful information about its business apart from the costs associated with its capital structure and purchase price accounting. SiriusXM believes investors find this Non-GAAP financial measure useful when analyzing past operating performance with current performance and comparing SiriusXM's operating performance to the performance of other communications, entertainment and media companies. SiriusXM believes investors use adjusted EBITDA to estimate current enterprise value and to make investment decisions. As a result of large capital investments in SiriusXM's satellite radio system, its results of operations reflect significant charges for depreciation expense. SiriusXM believes the exclusion of share-based payment expense is useful as it is not directly related to the operational conditions of its business. SiriusXM also believes the exclusion of the legal settlements and reserves, impairment, restructuring and acquisition related costs, and loss on extinguishment of debt, to the extent they occur during the period, is useful as they are significant expenses not incurred as part of its normal operations for the period.

Adjusted EBITDA has certain limitations in that it does not take into account the impact to SiriusXM's statements of comprehensive income of certain expenses, including share-based payment expense and certain purchase price accounting for the XM Merger and the Pandora Acquisition. SiriusXM endeavors to compensate for the limitations of the Non-GAAP measure presented by also providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the Non-GAAP measure. Investors that wish to compare and evaluate operating results after giving effect for these costs, should refer to net income as disclosed in SiriusXM's unaudited consolidated statements of comprehensive income. Since adjusted EBITDA is a Non-GAAP financial performance measure, SiriusXM's calculation of adjusted EBITDA may be susceptible to varying calculations; may not be comparable to other similarly titled measures of other companies; and should not be considered in isolation, as a substitute for, or superior to measures of financial performance prepared in accordance with GAAP. The reconciliation of net income to the adjusted EBITDA is calculated as follows:

 

 

Unaudited

 

 

For the Three Months Ended

 

 

September 30,

 

 

2020

 

2021

($ in millions)

 

 

 

 

 

 

Net income:

 

$

272

 

$

343

Add back items excluded from Adjusted EBITDA:

 

 

 

 

 

 

Impairment, restructuring and acquisition costs(a)

 

 

?

 

 

(95)

Share-based payment expense

 

 

58

 

 

51

Depreciation and amortization

 

 

125

 

 

135

Interest expense

 

 

96

 

 

111

Loss on extinguishment of debt

 

 

40

 

 

83

Other expense (income)

 

 

(2)

 

 

1

Income tax expense

 

 

72

 

 

90

Purchase price accounting adjustments:

 

 

 

 

 

 

Revenues

 

 

2

 

 

?

Operating expenses

 

 

(2)

 

 

?

Adjusted EBITDA

 

$

661

 

$

719

__________________________

(a)

 

During the three months ended September 30, 2021, SiriusXM recorded insurance recoveries related to the SXM-7 satellite of $80 million as well as the reversal of a $17 million liability related to the Stitcher acquisition.

SCHEDULE 3

Beginning January 1, 2021, F1 began reclassifying certain components previously reported in Other F1 revenue into Primary F1 revenue to better align with the way it currently evaluates the business. In addition, broadcasting revenue was renamed media rights revenue. The more significant components that were reclassified into Primary F1 revenue include fees for F1 TV subscriptions, fees for licensing commercial rights for Formula 2 and Formula 3 races, fees for the origination and support of program footage, fees for broadcast rights for Formula 2 and Formula 3 races and fees for advertising rights on Formula 1's digital platforms.

For comparative purposes, the following table provides additional detail on Primary Formula 1 revenue calculated in accordance with the revenue reclassification for the years ended December 31, 2019 and December 31, 2020.

 

2019

 

2020

 

amounts in millions

 

Previous Reporting

 

 

Reclassified

 

Previous Reporting

 

 

Reclassified

Race promotion revenue

$

608

 

$

644

 

$

132

 

$

149

Media rights (formerly broadcasting fees)

 

759

 

 

795

 

 

636

 

 

671

Sponsorship fees

 

297

 

 

311

 

 

196

 

 

209

Primary Formula 1 revenue

$

1,664

 

$

1,750

 

$

964

 

$

1,029

Other Formula 1 revenue

 

358

 

 

272

 

 

181

 

 

116

Total Formula 1 revenue

$

2,022

 

$

2,022

 

$

1,145

 

$

1,145

 


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