LIBERTY MEDIA CORPORATION REPORTS

THIRD QUARTER 2016 FINANCIAL RESULTS

 

Englewood, Colorado, November 8, 2016 - Liberty Media Corporation ("Liberty Media" or “Liberty”) (NASDAQ: LSXMA, LSXMB, LSXMK, BATRA, BATRK, LMCA, LMCK) today reported third quarter 2016 results.  Highlights include (1):

 

“We were thrilled to announce our planned acquisition of F1, the iconic global motorsports business.  We see tremendous opportunities and are excited for Chase Carey to bring his media and business experience to the sport,” said Greg Maffei, Liberty President and CEO.  “SiriusXM again turned in stellar results, now servicing nearly 31 million customers, and also intends to institute a quarterly dividend.  Live Nation also produced outstanding results, with record quarterly growth in operating income and adjusted operating income across each core division.  The Atlanta Braves

dramatically improved on-field performance in the second half of the season and we look forward to moving to SunTrust Park in 2017.”

 

F1 Acquisition

On September 7, 2016, Liberty entered into two agreements relating to the acquisition of F1, a global motorsports business.  The first stock purchase agreement was completed on September 7, 2016 and provided for the acquisition of an 18.7% fully diluted minority stake in Delta Topco Limited,  the parent company of F1 (Delta Topco herein referred to as "F1"), for $746 million in cash. Also pursuant to the first purchase agreement, on October 27, 2016, Liberty acquired an additional 0.4% equity interest in F1 for approximately $13 million in cash, increasing its stake to approximately 19.1% on a fully diluted basis.  Liberty’s interest in F1 is attributed to the Liberty Media Group. Liberty expects to acquire 100% of the fully diluted shares of F1, other than a nominal number of shares held by certain F1 teams, in a closing under the second purchase agreement (and following the unwind of the first purchase agreement) during  the first quarter of 2017.  At the second closing, Liberty’s interest in F1, along with existing F1 cash and debt (which will be non-recourse to Liberty), will be attributed to the Liberty Media Group. Liberty’s minority stake in F1 is currently being accounted for as a cost investment until completion of the second closing, at which point Liberty expects to consolidate F1.

 

The transaction price for the acquisition represents an enterprise value for F1 of $8.0 billion and an equity value of $4.4 billion, calculated at the time of the first closing in September 2016.  The aggregate consideration is comprised of $1.1 billion in cash (which includes the cash consideration already paid to the selling shareholders under the first purchase agreement), up to 138 million newly issued shares of Liberty’s Series C Liberty Media common stock (“LMCK”) and approximately $351 million in exchangeable debt instruments to be issued by Delta Topco Limited and exchangeable into LMCK shares.  Funding for the remaining cash component of the acquisition is expected to come from cash on hand at the Liberty Media Group and liquidity from a $500 million margin loan with shares of Live Nation and Viacom common stock pledged as collateral, expected to close this week.  The newly issued LMCK shares will be subject to market co-ordination and lock-up agreements.

 

Liberty has agreed to use its reasonable endeavors between the first and second closing to secure commitments from certain third party investors to purchase a portion of the LMCK shares that are otherwise deliverable to the selling shareholders at a price per share no less than the LMCK transaction reference price of $21.26, subject to certain exceptions.  If shares are issued to third party investors, the proceeds of such investment (net of selling expenses) will be used to increase the cash consideration paid to the selling shareholders and the number of LMCK shares issued to selling shareholders will be reduced. Liberty Media will not retain any proceeds from any sale to third party investors.  The

second closing is not conditioned upon the consummation of any third party investment.  The maximum aggregate number of LMCK shares to be issued to the selling shareholders and the third party investors at the second closing is approximately 138 million shares.  

 

The second closing is subject to the satisfaction of certain conditions, including (i) anti-trust approval, (ii) a Liberty Media Corporation shareholder vote approving the issuance of the LMCK shares at the second closing, and (iii) certain third party consents including approval of the FIA, the F1 governing body.  It is expected that the Liberty Media Group will be renamed the Formula One Group upon completion of the second closing (subject to stockholder approval of the name change, which Liberty has agreed to use its reasonable endeavors to obtain), and the ticker symbols for the Series A, Series B and Series C Liberty Media Group tracking stocks will be changed from LMC (A/B/K), respectively, to FWON (A/B/K), respectively.

 

Operating Results

On April 15, 2016, Liberty Media completed the recapitalization (the “Recapitalization”) of its common stock into three new tracking stock groups: (i) the Liberty SiriusXM Group, (ii) the Liberty Braves Group and (iii) the Liberty Media Group.  For purposes of presentation herein, the assets and liabilities of Liberty Media have been allocated among the three tracking stocks as if the Recapitalization had occurred on January 1, 2015.  This is intended to supplement and enhance the information included in our prior period financial statements, but is not intended to provide a comprehensive view of what each tracking stock group's performance would have been had the Recapitalization actually occurred on such date.

 

LIBERTY SIRIUSXM GROUP – Liberty SiriusXM Group's revenue increased 10% to $1.3 billion in the third quarter, operating income increased 12% to $367 million and adjusted OIBDA(2) increased 7% to $482 million.  The increases in revenue, operating income and adjusted OIBDA were primarily attributable to an increase in the daily weighted average number of subscribers and an increase in SiriusXM’s average monthly revenue per subscriber due to select price changes and the mix of pricing plans. In the third quarter, $14 million of corporate level selling, general and administrative expense (including stock-based compensation expense) was allocated to the Liberty SiriusXM Group.

 

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 27, 2016.  For presentation purposes in this release, we include below 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.  For a reconciliation of revenue, adjusted OIBDA (as defined by Liberty Media) and operating income for SiriusXM's stand-alone operating results as reported by SiriusXM to those results as reported by Liberty Media, see Liberty Media's Form 10-Q for the quarter ended September 30, 2016.

 

Highlights of SiriusXM's earnings release included the following:

 

The businesses and assets attributed to Liberty SiriusXM Group consist primarily of Liberty Media’s interest in SiriusXM.

 

LIBERTY BRAVES GROUP - Liberty Braves Group's revenue decreased $10 million to $109 million in the third quarter, operating income decreased $15 million to $1 million and adjusted OIBDA(2) decreased $14 million to $16 million.  The decreases in revenue, operating income and adjusted OIBDA were primarily due to a decline in ticket sales and broadcast revenue as a result of having fewer home games in the third quarter of 2016, with 35 home games in 2016 versus 42 home games during the same period in 2015.  In the third quarter, less than $1 million of corporate level selling, general and administrative expense (including stock-based compensation expense) was allocated to the Liberty Braves Group. 

 

The Liberty Media Group holds an approximate 15.5% intergroup interest in the Liberty Braves Group as of October 31, 2016, discussed below. Assuming the issuance of the shares underlying the intergroup interest held by the Liberty Media Group, the Liberty Braves Group outstanding share count as of October 31, 2016 would have been 58.5 million.  

 

The businesses and assets attributed to Liberty Braves Group consist primarily of Liberty Media’s subsidiary Braves Holdings, LLC (“Braves Holdings”), which indirectly owns the Atlanta Braves major league baseball team, and certain assets and liabilities associated with its ballpark and mixed-use development project.

 

LIBERTY MEDIA GROUP – In the third quarter, the Liberty Media Group incurred $15 million of corporate level selling, general and administrative expense (including stock-based compensation expense).

 

The businesses and assets attributed to Liberty Media Group consist of all of Liberty Media’s businesses and assets other than those attributed to the Liberty SiriusXM Group and the Liberty Braves Group, including its interests in Live Nation and F1, minority equity investments in Time Warner and Viacom and an intergroup interest in the Liberty Braves Group.  There are approximately 9.1 million notional shares underlying the Liberty Media Group’s 15.5% intergroup interest in the Liberty Braves Group.

 

Share Repurchases

Between the reclassification of the original Liberty Capital tracking stock on March 3, 2008 and July 23, 2014, Liberty Media repurchased shares of Series A common stock for aggregate cash consideration of $2.9 billion, representing 51% of shares outstanding(3).  For the period covering the creation of the Liberty Media Series C common stock on July 24, 2014 through January 31, 2016 (prior to the creation of the Liberty SiriusXM, Liberty Braves and Liberty Media tracking stocks), Liberty Media repurchased approximately 9.2 million shares of Series A and Series C common stock, collectively, at an average cost per share of $37.96 for total cash consideration of $350 million, representing 2.7% of shares outstanding(4).  There were no repurchases of Series A or Series C Liberty Media Corporation common stock from February 1, 2016 through the Recapitalization on April 15, 2016, and there were no repurchases of Series A or Series C Liberty SiriusXM common stock, Series A or Series C Liberty Braves common stock or Series A or Series C Liberty Media common stock from April 15, 2016 through October 31, 2016.  The total remaining repurchase authorization for Liberty Media stock is approximately $1.3 billion and can be applied to repurchases of Series A and Series C shares of any of the Liberty Media Corporation tracking stocks.  

 

FOOTNOTES

 

LIBERTY MEDIA FINANCIAL METRICS - QUARTER

 

 

 

 

 

NOTES

Unless otherwise noted, the foregoing discussion compares financial information for the three months ended September 30, 2016 to the same period in 2015.

 

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, 2016.

 

Fair Value of Corporate Public Holdings

 

 

Cash and Debt

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

 

 

 

 

Total cash and liquid investments attributed to Liberty SiriusXM Group increased $85 million during the quarter primarily as a result of cash from operations, partially offset by stock repurchases and capital expenditures at SiriusXM.  Included in the cash and liquid investments balance attributed to Liberty SiriusXM Group at September 30, 2016 is $572 million 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 ready access to SiriusXM’s cash balance. 

 

Total debt attributed to Liberty SiriusXM Group was flat versus the prior quarter. During October 2016, Liberty refinanced its SiriusXM margin loan for a similar financial instrument with a term loan of $250 million and a $500 million undrawn line of credit, which is scheduled to mature during October 2018. 145.4 million shares of SiriusXM common stock are

pledged as collateral and the previously pledged Live Nation shares were removed as collateral pursuant to this agreement. Also during October 2016, SiriusXM redeemed $650 million principal amount of its 5.875% Senior Notes due 2020 for an approximate purchase price of $669 million, including premium.  This redemption was funded with $359 million of SiriusXM’s cash and cash equivalents and $310 million of borrowings under SiriusXM’s Credit Facility 

 

Total cash and liquid investments attributed to Liberty Braves Group decreased $40 million during the quarter primarily as a result of capital expenditures related to the construction of the new ballpark and adjacent mixed-use development, partially offset by additional borrowings. 

 

As of September 30, 2016, approximately $496 million had been spent on the new ballpark, of which approximately $373 million of funding was provided by Cobb County and related entities and $123 million provided by the Braves.  As of September 30, 2016, approximately $238 million had been spent on the mixed-use development (including $7 million of cost towards future development phases, including purchased land cost, not reflected in currently forecasted equity contribution towards mixed-use development), of which approximately $27 million was provided by JV partners’ equity.

 

Total debt attributed to Liberty Braves Group increased by $75 million primarily as a result of additional borrowings, net of repayments, for funding the ballpark and mixed-use development.  

 

Total cash and liquid investments attributed to Liberty Media Group decreased $334 million during the quarter, primarily as a result of the minority investment in F1 for $746 million in cash, which is equal to $821 million in consideration less a $75 million discount to be repaid by Liberty to selling stockholders upon completion of the second closing (as previously described).  The investment was funded by cash on hand and additional borrowings of debt, including proceeds from the completed private offering of 2.25% Exchangeable Senior Debentures exchangeable into Time Warner Inc. common stock.  

 

Total debt attributed to Liberty Media Group increased $444 million as a result of proceeds raised from the private offering of 2.25% Exchangeable Senior Debentures to fund the previously discussed minority investment in F1.    

 

 

Important Notice: Liberty Media Corporation (Nasdaq: LSXMA, LSXMB, LSXMK, LMCA, LMCK, BATRA, BATRK) President and CEO, Greg Maffei, will discuss Liberty Media's earnings release in a conference call which will begin at 11:00 a.m. (E.S.T.) on November 8, 2016.  The call can be accessed by dialing (844) 838-8043 or (678) 509-7480 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 http://www.libertymedia.com/events.  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, the proposed acquisition of Formula 1, including its expected benefits and the anticipated timing for the second closing, other potential third party investments in LMCK shares in connection with the proposed acquisition of Formula 1, the renaming of the Liberty Media Group and the corresponding change in ticker symbols, the future financial performance of SiriusXM, future dividend issuances by SiriusXM, the continuation of our stock repurchase plan, the repurchase activity of SiriusXM, the construction of the new stadium for the Atlanta Braves and the associated mixed use development, our entry into a new margin loan arrangement 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, satisfaction of conditions to the proposed acquisition of Formula 1, possible changes in market acceptance of new products or services, regulatory matters affecting our businesses, the competitive position of SiriusXM versus other radio and audio entertainment providers, the ability of SiriusXM to attract and retain subscribers, the dependence of SiriusXM upon the auto industry, general economic conditions, the failure of SiriusXM’s satellites, the interruption or failure of SiriusXM’s information and communication systems, the security of personal customer information, royalties SiriusXM pays for music rights (which increase over time), the unfavorable outcome of pending or future litigation, the failure to realize benefits of acquisitions, rapid technological and industry change, failure of third parties to perform, changes in consumer protection laws and their enforcement, continued access to capital on terms acceptable to Liberty Media and changes in law and market conditions conducive to stock

repurchases.  These forward-looking statements speak only as of the date of this presentation, 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 presentation.

 

Additional Information

Nothing in this communication shall constitute a solicitation to buy or an offer to sell shares of Liberty Media’s Series C Liberty Media common stock or any other series of its common stock.  Liberty Media stockholders and other investors are urged to read the proxy statement (a preliminary filing of which has been made with the SEC) because it will contain important information relating to the proposed acquisition of Formula 1.  Copies of Liberty Media’s SEC filings are available free of charge at the SEC’s website (http://www.sec.gov).  Copies of the filings together with the materials incorporated by reference therein will also be available, without charge, by directing a request to Investor Relations, (720) 875-5420.

 

Participants in the Solicitation

The directors and executive officers of Liberty Media and other persons may be deemed to be participants in the solicitation of proxies in respect of any proposals relating to the proposed acquisition of Formula 1.  Information regarding the directors and executive officers of Liberty Media is available in its definitive proxy statement, which was filed with the SEC on July 8, 2016, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be available in the proxy materials regarding the foregoing (a preliminary filing of which has been made with the SEC).  Free copies of these documents may be obtained as described in the preceding paragraph.

 

 

Contact: Courtnee Chun (720) 875-5420

LIBERTY MEDIA CORPORATION

BALANCE SHEET INFORMATION

September 30, 2016 (unaudited)

 

 

LIBERTY MEDIA CORPORATION

STATEMENT OF OPERATIONS
Three months ended September 30, 2016 (unaudited)

 

 

LIBERTY MEDIA CORPORATION

STATEMENT OF OPERATIONS
Three months ended September 30, 2015 (unaudited)

 

 

 

LIBERTY MEDIA CORPORATION

STATEMENT OF CASH FLOWS INFORMATION

Nine months ended September 30, 2016 (unaudited)

 

 

 

LIBERTY MEDIA CORPORATION

STATEMENT OF CASH FLOWS INFORMATION

Nine months ended September 30, 2015 (unaudited)