LIBERTY MEDIA CORPORATION REPORTS

FOURTH QUARTER AND YEAR END 2016 FINANCIAL RESULTS

 

Englewood, Colorado, February 28, 2017 - Liberty Media Corporation ("Liberty Media" or “Liberty”) (NASDAQ: LSXMA, LSXMB, LSXMK, BATRA, BATRK, FWONA,  FWONK) today reported fourth quarter and year end 2016 results.  Highlights include (1):

 

“It was another stellar quarter and year for SiriusXM, beating guidance across the board,” said Greg Maffei, Liberty President and CEO.  “We were excited to close the F1 acquisition in January, to appoint Chase Carey as CEO in addition to his role as Chairman and to introduce the Formula One Group to the market.  The sod goes in this week at SunTrust Park, and we look forward to the Braves’ opening day on April 14th.”

 

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 Braves Group and (iii) the Liberty Media Group  (now the Formula One 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.

 

Unless otherwise noted, the following discussion compares financial information for the three months or year ended December 31, 2016 to the same period in 2015.

 

LIBERTY SIRIUSXM GROUP – Liberty SiriusXM Group's revenue increased 9% to $1.3 billion in the fourth quarter and increased 10% to $5.0 billion for the year. Operating income increased 17% to $306 million in the fourth quarter and increased 26% to $1.4 billion for the year. Adjusted OIBDA(2) increased 21% to $467 million in the fourth quarter and increased 11% to $1.8 billion for the year.  The increases in revenue, operating income and adjusted OIBDA were primarily attributable to an increase in SiriusXM’s daily weighted average number of subscribers and an increase in SiriusXM’s average monthly revenue per subscriber due to certain rate increases. Approximately $13 million and $34 million of corporate level selling, general and administrative expense (including stock-based compensation expense) was allocated to the Liberty SiriusXM Group in the fourth quarter and the period from the Recapitalization to year end, respectively.

 

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 fourth quarter and year end results on February 2,  2017.  For presentation purposes in 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.  For a

reconciliation of revenue, operating income and adjusted OIBDA (as defined by Liberty Media) 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-K for the year ended December 31, 2016.

 

Highlights of SiriusXM's earnings release included the following:

 

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

 

BRAVES GROUP - Braves Group's revenue increased $2 million to $18 million in the fourth quarter and increased $19 million to $262 million for the year. The Braves played two home games in the fourth quarter of 2016 compared to four home games the prior year and 81 home games for the full year 2016 compared to 80 home games the prior year.  The increase in revenue for the year was primarily due to a change in the structure of the Braves’ ballpark retail and concession operations and increased broadcast revenue, as well as having more home games period over period. The Braves brought retail operations in-house and engaged a new concessions operator for the 2016 season, resulting in increased revenue offset by corresponding increases in operating expenses. Operating income increased $6 million to $(16) million in the fourth quarter and decreased $23 million to $(61) million for the year. Adjusted OIBDA(2) decreased $1 million to $(12) million in the fourth quarter and decreased $23 million to $(20) million for the year.  The decreases in operating income and adjusted OIBDA for the year were primarily due to the acceleration of player salary expense as a result of released or injured players, as well as certain penalties imposed on the Braves under the terms of the collective bargaining agreement related to certain international player signing bonuses paid during 2016 and increased operating expenses due to the aforementioned change to the Braves’ ballpark retail and concession operations.  Approximately  $2 million and approximately $5 million of corporate level selling, general and administrative expense (including stock-based compensation expense) was allocated to the Braves Group in the fourth quarter and the period from the Recapitalization to year end, respectively.

 

As discussed below, the Formula One Group holds an approximate 15.5% intergroup interest (approximately 9.1 million notional shares) in the Braves Group as of January 31, 2017.  Assuming the issuance of the shares underlying the intergroup interest held by the Formula One Group, the Braves Group outstanding share count as of January 31, 2017 would have been 58.5 million.  

 

The businesses and assets attributed to the 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.

 

FORMULA ONE GROUP – Approximately $15 million and $38 million of corporate level selling, general and administrative expense (including stock-based compensation expense) was incurred by the Formula One Group in the fourth quarter and the period from the Recapitalization to year end, respectively. Corporate level selling, general and administrative expenses incurred by Formula One Group was elevated in the third and fourth quarters of 2016 due to transaction related expenses as a result of the F1 acquisition.  

 

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.  In a second closing that occurred on January 23, 2017, Liberty acquired 100% of the fully diluted shares of F1, other than a nominal number of shares held by certain F1 teams. Shortly thereafter,  the Liberty Media Group tracking stock was renamed the Formula One Group, and the corresponding ticker symbols for the Series A, Series B and Series C common stock were changed from LMC (A/B/K), respectively, to FWON (A/B/K), respectively.  On January 23, 2017, F1 also announced the appointment of Chase Carey as Chief Executive Officer of F1, in addition to his pre-existing role as Chairman.  

 

The transaction price for the acquisition represents an enterprise value for F1 of approximately $8.0 billion and an equity value of approximately $4.4 billion, calculated at the time of the first closing in September 2016.  The aggregate consideration paid to selling shareholders of F1 was comprised of $3.05 billion in cash (including the cash consideration already paid to the selling shareholders under the first purchase agreement), approximately 56 million newly issued shares

of Series C Liberty Formula One common stock (“FWONK”) and an approximately $351 million debt instrument issued by F1 and exchangeable into approximately 15.7 million FWONK shares (assuming interest on the exchangeable security is not issued in the form of payment-in-kind-notes). The cash component of the acquisition was sourced from cash on hand at the Formula One Group, $350 million drawn on a margin loan with shares of Live Nation and Viacom common stock pledged as collateral (discussed in the Notes of this release), a portion of the proceeds from Liberty’s $450 million cash convertible senior notes offering (discussed in the Notes of this release) and $1.55 billion funded through the sale of 62 million newly issued FWONK shares to certain third party investors at a price per share of $25.00. The issuance of these shares was consummated concurrently with the second closing of the F1 acquisition on January 23, 2017. As of January 31, 2017, there are approximately 217.5 million shares of Series A, Series B and Series C Liberty Formula One common stock outstanding, pro-forma for the dilutive impact of the $351 million FWONK exchangeable security  (assuming interest on the exchangeable security is not issued in the form of payment-in-kind-notes) and excluding the approximate 19 million FWONK shares retained in treasury for possible sale to the F1 teams (discussed in the Notes of this release).

 

The shares of FWONK issued to the selling shareholders of F1 and third party investors will generally be eligible for resale upon the expiration of applicable lock-up periods. The selling shareholders will generally be restricted from selling shares of FWONK during the first six months following January 23, 2017, with the exception of a single underwritten offering in an aggregate offering amount not to exceed $775 million at an offering price of no less than $25.00 per share. In addition, the senior management team of F1 was granted an exception to their lock-up restrictions to enable them to sell a number of shares to cover tax liabilities relating to the non-cash consideration they received. This sale was completed on January 30, 2017 pursuant to a previously filed registration statement, and these management holders are now subject to the same lock-up arrangements as the other selling shareholders. The third party investors will generally be restricted from selling the aforementioned 62 million shares of FWONK during the first six months following the second closing or, if earlier, until the 4th week following any underwritten offering by the selling shareholders as explained above. More detail can be found in Liberty’s definitive proxy materials regarding the acquisition of F1  filed with the SEC on December 9, 2016 (the “F1 Proxy”) and additional proxy materials regarding the third party investment filed with the SEC on December 14, 2016.

 

F1 Supplemental Information

As of December 31, 2016, Liberty’s minority interest in F1 was accounted for as a cost investment and the results of F1 are not consolidated in Liberty’s year end results. Liberty intends to file supplemental information containing F1’s fourth quarter and full year 2016 operating and financial results once necessary reconciliations are made in accordance with generally accepted accounting principles in the United States (“US GAAP”), estimated to be completed during the second quarter of 2017.  Following the completion of the second closing of F1 on January 23, 2017, Liberty will consolidate F1 in Liberty’s results, which are prepared in accordance with US GAAP, and F1 will be a separate reportable segment.  

 

In the interim, the following discussion provides preliminary information concerning the results of operations of F1. This discussion should be read in conjunction with the F1 financial statements included in the F1 Proxy and the notes thereto.

 

Due to the contractual nature of F1’s revenue streams, F1 recognizes revenue specific to events upon occurrence of the event, such as race promotion fees or event-based advertising revenue, and recognizes season-based fees, such as broadcast fees or Global Partner and Official Supplier sponsorship contracts, by recognizing the full season revenue pro rata across the total number of events on the relevant World Championship calendar. As such, with 21 events on the World Championship calendar in 2016, revenue recognized during the nine months ended September 30, 2016 included 15/21 (71.4%) of the 2016 season-based revenue whereas revenue recognized during the nine months ended September 30, 2015 included 14/19 (73.7%) of the 2015 season-based revenue due to the 2015 World Championship calendar having 19 events. In addition, F1 recognized different event-specific revenue in each period, reflecting the events that had taken place year to date.

 

In the fourth quarter of 2016, primary F1 revenue increased primarily due to variances in the race calendar, with six races in the fourth quarter of 2016 compared to five in the fourth quarter of 2015. This drove higher promotion fees, higher pro rata recognition of the increased full year broadcast fees and higher pro rata recognition of season based advertising and sponsorship fees. Advertising and sponsorship fees increased further due to a multiyear sponsorship contract agreed to with Heineken earlier in 2016, whose spend was weighted towards events in the fourth quarter of 2016.  The growth in primary F1 revenue in the fourth quarter was partially offset by a modest reduction in other F1 revenue, primarily due to the impact of calendar differences on the recognition of GP2 race fees and lower hospitality income, partially offset by higher freight and TV production revenue. The largest component of F1’s cost structure, team payments, increased in the fourth quarter of 2016 also due to higher pro rata recognition of full year team payments.

 

For the full year 2016, primary F1 revenue increased primarily as a result of increased promotion fees driven by variances in the race calendar, with 21 events taking place in 2016 compared to 19 in 2015. Additionally, broadcast revenue increased as a result of several positive renewals and other contractual uplifts in season fees, partially offset by two lower contract renewals and adverse foreign exchange rate impacts on GBP-denominated contracts as discussed in the F1 Proxy.  Advertising and sponsorship revenue grew in 2016, primarily driven by the aforementioned Heineken contract.  The increase in primary F1 revenue was partially offset by a modest reduction in other F1 revenue, primarily due to the recognition in 2015 of a one-time settlement of a Dubai-related license agreement. As discussed in the F1 Proxy, team payments increased in 2016 driven by an increase in the variable prize fund elements measured with reference to F1’s

underlying financial performance (pre-team payments) and an additional fixed payment made to one team that qualified for a performance-related prize fund element in 2016.

 

The businesses and assets attributed to the Formula One Group consist of all of Liberty Media’s businesses and assets other than those attributed to the Liberty SiriusXM Group and the Braves Group, including its interests in Live Nation and F1  (which became a consolidated subsidiary as of January 23, 2017), minority equity investments in Time Warner and Viacom and an intergroup interest in the Braves Group.  There are approximately 9.1 million notional shares underlying the Formula One Group’s 15.5% intergroup interest in the Braves Group.

 

Share Repurchases

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 Formula One common stock from the Recapitalization through January 31, 2017.  The total remaining repurchase authorization for Liberty Media 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

 

 

 

LIBERTY MEDIA FINANCIAL METRICS – FULL YEAR

 

 

 

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 consolidated balance sheet and statement of operations to be included in its Form 10-K for the year ended December 31, 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 decreased $324 million during the fourth quarter.   Cash from operations were more than offset by debt repayments, stock repurchases and the payment of a dividend at SiriusXM.  Included in the cash and liquid investments balance attributed to Liberty SiriusXM Group at December 31, 2016 is $214 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 decreased $260 million during the fourth quarter primarily as a result of the redemption of SiriusXM’s $650 million 5.875% Senior Notes due 2020 for an approximate purchase price of $669 million, including premium. This redemption was funded with SiriusXM’s cash and cash equivalents and $310 million of borrowings under SiriusXM’s Credit Facility.

 

Total cash and liquid investments attributed to Braves Group were flat during the fourth quarter, as additional borrowings were offset by capital expenditures related to the construction of the new ballpark and adjacent mixed-use development.  

 

Total debt attributed to Braves Group increased by $118 million during the fourth quarter primarily as a result of additional borrowings, net of repayments, for funding the ballpark and mixed-use development.  During October 2016, the Braves funded a $200 million senior secured note scheduled to mature in September 2041. In connection with this financing, the Braves partially repaid and reduced the capacity on the Braves term loan from $345 million to $130 million.  

 

As of December 31, 2016, approximately $618 million had been spent on the new ballpark, of which approximately $373 million of funding was provided by Cobb County and related entities and $245 million provided by the Braves.  As of December 31, 2016, approximately $309 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 the currently forecasted equity contribution towards the mixed-use development), of which approximately $46 million was provided by JV partners’ equity. The remaining $256 million was provided by the Braves, of which approximately $188 million was contributed in equity and approximately $68 million in debt.

 

Total cash and liquid investments attributed to Formula One Group decreased $52 million during the fourth quarter, primarily as a result of a reduction in cash from operations. 

 

Total debt attributed to Formula One Group was flat during the fourth quarter.

 

On November 8, 2016, Liberty entered into a $500 million margin loan agreement with 53.7 million shares of Live Nation common stock and 1.9 million shares of Viacom common stock pledged as collateral. This margin loan has a two year term and bears interest at a rate of LIBOR plus 2.25% with an undrawn annual commitment fee of 0.75%. This loan was undrawn as of December 31, 2016. Subsequent to year end, on January 20, 2017, Liberty drew $350 million under the margin loan, and the proceeds were used for the second closing of the F1 acquisition.  

 

Subsequent to year end and in connection with the second closing of F1 on January 23, 2017, Liberty issued $450 million cash convertible notes at an annual interest rate of 1% that mature on January 30, 2023 (the ‘‘1% Convertible

Notes’’). The conversion of the 1% Convertible Notes will be settled solely in cash, and not through the delivery of any securities,  based on the trading prices of the underlying FWONK shares. Liberty used a portion of the net proceeds to fund an increase to the cash consideration paid to the selling shareholders of F1 by approximately $400 million  (the remaining proceeds are held on the balance sheet as cash)  and retained in treasury the approximately 19 million FWONK shares that otherwise would have been issued to the selling shareholders (based on the per share purchase price of $21.26). These FWONK shares will be reserved for possible sale to the F1 teams. To the extent such shares are not sold to F1 teams within six months following the second closing, the shares will be retired.

 

In February, Liberty launched a process to refinance a portion of F1’s $3.1 billion first lien term loan. The proposed terms (subject to closing, which is expected during the first quarter) provide for, among other things, a 50 bps reduction in margin from 3.75% to 3.25% and an extension of the debt maturity from July 2021 to the earlier of (i) February 2024 or (ii) six months prior to the maturity of the second lien term loan (currently maturing July 2022). Further, Liberty intends to use excess cash on the balance sheet to repay approximately $300 million of F1’s $1 billion second lien term loan.

 

Important Notice: Liberty Media Corporation (Nasdaq: LSXMA, LSXMB, LSXMK, BATRA, BATRK, FWONA, FWONK) 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 February 28, 2017.  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 expected terms and closing of the proposed refinancing of certain subsidiary debt of Delta Topco, the potential issuance of FWONK shares to F1 teams, the continuation of our stock repurchase plan, the construction of the new ballpark for the Atlanta Braves and the associated 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 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, the market for music rights, 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, SiriusXM’s failure to comply with FCC requirements, interference to SiriusXM’s service from new and existing wireless operations, 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 Form 10-K, 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.

 

Contact: Courtnee Chun (720) 875-5420

 

 

 

LIBERTY MEDIA CORPORATION

BALANCE SHEET INFORMATION

December 31, 2016 (unaudited)

 

 

LIBERTY MEDIA CORPORATION

STATEMENT OF OPERATIONS
Twelve months ended December 31, 2016 (unaudited)

 

 

LIBERTY MEDIA CORPORATION

STATEMENT OF OPERATIONS
Twelve months ended December 31, 2015 (unaudited)

 

 

 

LIBERTY MEDIA CORPORATION

STATEMENT OF CASH FLOWS INFORMATION

Twelve months ended December 31, 2016 (unaudited)