Â鶹app

Exhibit 99.1

 

LIBERTY MEDIA CORPORATION REPORTS

THIRD QUARTER 2014 FINANCIAL RESULTS

 

Englewood, Colorado, November 4, 2014 - Â鶹app ("Â鶹app Media") (Nasdaq: LMCA, LMCB, LMCK) today reported third quarter 2014 results.  Highlights include(1):

 

"SiriusXM again posted outstanding results and raised guidance across the board," stated Greg Maffei, Â鶹app President and CEO.  "We expect to complete the spin-off of Â鶹app Broadband today and look forward to the focus and clarity that it will provide for both Â鶹app Broadband and Â鶹app Media."

 

Spin-Off of Â鶹app Broadband; Subsequent Rights Offering

 

Â鶹app Media expects to complete the previously announced spin-off of Â鶹app Broadband at 5 p.m. (E.S.T.) today, November 4, 2014.  Â鶹app Broadband is comprised of, among other things, its (i) interest in Charter Communications,

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(ii) subsidiary TruePosition, (iii) minority equity investment in Time Warner Cable, (iv) certain deferred tax liabilities, as well as liabilities related to the Time Warner Cable call option and (v) corporate net debt of $300 million.  In the spin-off, record holders of Series A, Series B and Series C common stock will receive one-fourth of a share of the corresponding series of Â鶹app Broadband common stock for every whole share of Â鶹app Media's common stock held by them as of the distribution date for the spin-off, with cash in lieu of fractional shares. 

 

In addition, Â鶹app Broadband currently plans to distribute subscription rights (the "Series C Rights") to acquire additional shares of Series C Â鶹app Broadband common stock (the "Rights Offering") at 5 p.m. (E.S.T.) on December 10, 2014 (the "Rights Distribution Date").  Holders of Â鶹app Broadband common stock on the record date for the Rights Offering, which is 5 p.m. (E.S.T) on November 19, 2014, will receive one Series C Right for every five shares of each series of Â鶹app Broadband common stock held.  However, because the Â鶹app Broadband common stock will continue to trade with the Series C Rights dividend attached until the ex-dividend date for the Rights Offering, holders of Â鶹app Broadband stock must continue to hold their stock through and until the trading day immediately preceding the ex-dividend date in order to receive the Series C Rights in the dividend.  Â鶹app Broadband will separately announce the ex-dividend date once it is determined.

 

The Series C Rights are being issued to raise capital for general corporate purposes of Â鶹app Broadband and will enable the holders to acquire shares of Series C Â鶹app Broadband common stock at a 20% discount to the 20-trading day volume weighted average trading price of the Series C Â鶹app Broadband common stock.  Â鶹app Broadband intends to announce the subscription price of the Series C Rights and the commencement and expiration dates of the Rights Offering as soon as practicable (with commencement expected to occur promptly following the Rights Distribution Date).  The Rights Offering, which is expected to remain outstanding for 20 trading days following the commencement date, is subject to certain conditions, including the effectiveness of Â鶹app Broadband’s registration statement relating to the Rights Offering.  The Rights Offering is intended to be tax-free to stockholders of Â鶹app Broadband.

 

Â鶹app Media

Â鶹app Media acquired its controlling interest in SiriusXM on January 18, 2013 and has applied purchase accounting and consolidated the results of SiriusXM since that date.  Prior to the acquisition of Â鶹app Media's controlling interest, we accounted for the investment in SiriusXM using the equity method.

 

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Â鶹app Media's revenue increased $74 million to $1.2 billion in the third quarter.  Adjusted OIBDA increased by $13 million to $392 million and operating income increased $1 million to $249 million.  The increases in revenue, adjusted OIBDA and operating income were primarily due to operating results at SiriusXM.

 

SiriusXM

SiriusXM reported its stand-alone third quarter results on October  28, 2014.  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.  Â鶹app Media believes the presentation of financial results as reported by SiriusXM is useful to investors as the comparability of those results are best understood in the context of SiriusXM's historical financial presentation.  For a reconciliation of revenue, adjusted OIBDA (as defined by Â鶹app Media) and operating income for SiriusXM's stand-alone operating results as reported by SiriusXM, to those results as reported by Â鶹app Media, see Â鶹app Media's Form 10-Q for the quarter ended September 30, 2014.

 

Highlights of SiriusXM's earnings release included the following:

 

All such amounts are representative of SiriusXM's stand-alone operating results and are not indicative of what is included in Â鶹app Media's financial statements due to certain purchase accounting adjustments resulting from our January 18, 2013 acquisition of SiriusXM.  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.

 

Share Repurchases

There were no repurchases of Â鶹app Media common stock from August 1, 2014 through October 31, 2014.  Since the reclassification of the original Â鶹app Capital tracking stock on March 3, 2008, Â鶹app Media has repurchased shares for aggregate cash consideration of approximately $2.9 billion, representing 51% of shares outstanding at the time of the introduction of the original Â鶹app Capital stock(3).  In connection with the spin-off of Â鶹app Broadband, Â鶹app Broadband distributed approximately $300 million to Â鶹app Media which is intended to be used to repurchase shares of

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Â鶹app Media common stock.  When added to the approximate $327 million remaining under Â鶹app Media’s current stock repurchase authorization, Â鶹app Media now has approximately $627 million authorized for repurchases. 

 

After giving effect to today’s spin-off of Â鶹app Broadband, Â鶹app owns interests in a broad range of media, communications and entertainment businesses, including its subsidiaries SiriusXM and Atlanta National League Baseball Club, its interest in Live Nation Entertainment and minority equity investments in Time Warner Inc., and Viacom. 

 

FOOTNOTES

 

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NOTES

 

Unless otherwise noted, the foregoing discussion compares financial information for the three months ended September 30, 2014 to the same period in 2013.

 

The following financial information with respect to Â鶹app Media's equity affiliates and available for sale securities is intended to supplement Â鶹app Media's condensed consolidated balance sheet and statement of operations to be included in its Form 10-Q.

 

Fair Value of Corporate Public Holdings

 

 

 

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Cash and Debt

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

 

 

 

 

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Total Â鶹app Media cash and liquid investments decreased $133 million, primarily as a result of shares repurchased by SiriusXM and capital expenditures.   The cash outflows were partially offset by cash flows from operations at SiriusXM and debt borrowings on the SiriusXM credit facility.    

 

Included in the consolidated cash and liquid investments balance at September 30, 2014 is $104 million at SiriusXM.  Although SiriusXM is a consolidated subsidiary, it is a separate public company with a significant non-controlling interest, therefore Â鶹app Media does not have ready access to SiriusXM’s cash balance.  Excluding cash held at SiriusXM, Â鶹app Media's cash and liquid investments balance at September 30, 2014 was $569 million.

 

Total Â鶹app Media debt increased by $0.2 billion primarily as a result of borrowings on the SiriusXM credit facility and borrowings at the Atlanta Braves associated with the new stadium project.

 

 

Important Notice: Â鶹app (Nasdaq: LMCA, LMCB, LMCK) President and CEO, Greg Maffei, will discuss Â鶹app Media's earnings release in a conference call which will begin at 4:30 p.m. (E.S.T.) on November 4, 2014.  The call can be accessed by dialing (888)  576-4382 or (719) 325-2214 at least 10 minutes prior to the start time.  Replays of the conference call can be accessed until 6:30 p.m. (E.S.T.) November  11, 2014, by dialing (888) 203-1112 or (719) 457-0820 plus the passcode 5901131.  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 Â鶹app 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, growth of SiriusXM's subscriber base, the future financial performance of SiriusXM, the continuation of our stock repurchase plan, the repurchase activity of SiriusXM, the proposed Â鶹app Broadband Series C rights offering, 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 (which, in most cases, are not insured), the interruption of 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 Â鶹app Media,  changes in law and market conditions conducive to stock repurchases.  These forward-looking statements speak only as of the date of this presentation, and Â鶹app 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 Â鶹app 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 Â鶹app Media, including the most recent Form 10-K and 10-Q, for additional information about Â鶹app Media and about the risks and uncertainties related to Â鶹app Media's business which may affect the statements made in this presentation.

 

Contact: Courtnee Ulrich (720) 875-5420

 

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LIBERTY MEDIA CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET (unaudited)

 

 

 

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LIBERTY MEDIA CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (unaudited)

 

 

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LIBERTY MEDIA CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)

 

 

 

 

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NON-GAAP FINANCIAL MEASURES

 

SCHEDULE 1

 

This press release includes a presentation of adjusted OIBDA, which is a non-GAAP financial measure, for Â鶹app Media, together with a reconciliation to operating income, as determined under GAAP.  Â鶹app Media defines adjusted OIBDA as revenue less operating expenses, and selling, general and administrative expenses, excluding all stock based compensation, and excludes from that definition depreciation and amortization, restructuring and impairment charges and legal settlements that are included in the measurement of operating income pursuant to GAAP.

 

Â鶹app Media believes adjusted OIBDA is an important indicator of the operational strength and performance of its businesses, including each business' ability to service debt and fund capital expenditures.  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, Â鶹app 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 Â鶹app Media's management considers in assessing the results of operations and performance of its assets.  Please see the attached schedules for applicable reconciliations.

 

The following table provides a reconciliation of adjusted OIBDA for Â鶹app Media to operating income calculated in accordance with GAAP for the three months ended September 30, 2013, December 31, 2013, March 31, 2014, June 30, 2014 and September 30, 2014, respectively.

 

QUARTERLY SUMMARY

 

 

 

 

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SCHEDULE 2

 

This press release also includes a presentation of Adjusted EBITDA, 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 follows:  EBITDA is defined as net income before interest and investment income (loss); interest expense, net of amounts capitalized; income tax expense and depreciation and amortization. SiriusXM adjusts EBITDA to exclude the impact of other income and expense, loss on extinguishment of debt, loss on change in value of derivatives as well as certain other charges discussed below. This measure is one of the primary non-GAAP financial measures on which SiriusXM (i) evaluates the performance of its businesses, (ii) bases its internal budgets and (iii) compensates management. Adjusted EBITDA is a non-GAAP financial performance measure that excludes (if applicable):  (i) certain adjustments as a result of the purchase price accounting for the merger of Sirius and XM, (ii) depreciation and amortization and (iii) share-based payment expense. The purchase price accounting adjustments include: (i) the elimination of deferred revenue associated with the investment in XM Canada, (ii) recognition of deferred subscriber revenues not recognized in purchase price accounting, and (iii) elimination of the benefit of deferred credits on executory contracts, which are primarily attributable to third party arrangements with an OEM and programming providers. SiriusXM believes adjusted EBITDA is a useful measure of the underlying trend of SiriusXM's operating performance, which provides useful information about its business apart from the costs associated with its physical plant, capital structure and purchase price accounting. SiriusXM believes investors find this non-GAAP financial measure useful when analyzing its results and comparing its operating performance to the performance of other communications, entertainment and media companies. SiriusXM believes investors use current and projected adjusted EBITDA to estimate its current and prospective enterprise value and to make investment decisions. Because SiriusXM funds and builds-out its satellite radio system through the periodic raising and expenditure of large amounts of capital, its results of operations reflect significant charges for depreciation expense. The exclusion of depreciation and amortization expense is useful given significant variation in depreciation and amortization expense that can result from the potential variations in estimated useful lives, all of which can vary widely across different industries or among companies within the same industry.   SiriusXM also believes the exclusion of share-based payment expense is useful given the significant variation in expense that can result from changes in the fair value as determined using the Black-Scholes-Merton model which varies based on assumptions used for the expected life, expected stock price volatility and risk-free interest rates.

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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 merger of Sirius and XM. 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 SiriusXM's operating results after giving effect for these costs, should refer to net income as disclosed in its 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 SiriusXM's stand-alone net income to adjusted EBITDA is calculated as follows (in thousands):

 

 

 

 

 

 

 

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