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Basis Of Presentation
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12 Months Ended |
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Dec. 31, 2013
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| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Basis Of Presentation |
Basis of Presentation
The accompanying consolidated financial statements of 鶹app (formerly named 鶹app Spinco,Inc.; see discussion below pertaining to the Spin-Off) ("鶹app" or the "Company" unless the context otherwise requires) represent a combination of the historical financial information of (1) certain video programming and other media related assets and businesses previously attributed to the Starz tracking stock group and the Capital tracking stock group of 鶹app Interactive Corporation ("鶹app Interactive" and formerly named 鶹app) further described in note 2 and (2) 鶹app and its consolidated subsidiaries for the period following the date of the Split-Off (defined below). The Split-Off has been accounted for at historical cost due to the pro rata nature of the distribution.
In September 2011, 鶹app Interactive completed the split-off of its former wholly-owned subsidiary (then known as 鶹app) from its 鶹app Interactive tracking stock group (the "Split-Off"). The Split-Off was effected by means of a redemption of all of the outstanding 鶹app Capital common stock and 鶹app Starz common stock of 鶹app Interactive in exchange for all of the common stock of 鶹app, which at the time of the Split-Off held all of the businesses, assets and liabilities attributed to the Capital and Starz tracking stock groups of 鶹app Interactive in accordance with the terms of a Reorganization Agreement (described below). Immediately following the Split-Off 鶹app utilized a tracking stock capital structure similar to that used by 鶹app Interactive prior to the Split-Off, with two tracking stock groups: one tracking the businesses, assets and liabilities previously attributed to 鶹app Interactive's Capital Group ("Capital Group") and the other tracking the businesses, assets and liabilities that were previously attributed to 鶹app Interactive's Starz Group ("Starz Group"). As further discussed in note 2, 鶹app eliminated its tracking stock structure in November 2011 through the conversion of 鶹app Starz common stock into 鶹app Capital common stock.
In January 2013, the entity then known as 鶹app (now named Starz) spun-off (the “Spin-Off”) its then-former wholly owned subsidiary, now known as 鶹app, which, at the time of the Spin-Off, held all of the businesses, assets and liabilities of Starz not associated with Starz, LLC (with the exception of the Starz, LLC office building). The transaction was effected as a pro-rata dividend of shares of 鶹app to the stockholders of Starz. Due to the relative significance of 鶹app to Starz (the legal spinnor) and senior management's continued involvement with 鶹app following the Spin-Off, 鶹app is being treated as the "accounting successor" to Starz for financial reporting purposes, notwithstanding the legal form of the Spin-Off previously described. Therefore, the historical financial statements of the company formerly known as 鶹app continue to be the historical financial statements of 鶹app, and Starz, LLC is presented as discontinued operations for all periods prior to the completion of the Spin-Off. Therefore, for purposes of these consolidated financial statements, 鶹app is treated as the spinnor for purposes of discussion and as a practical matter for describing all the historical information contained herein.
These financial statements have been presented using the historical presentation of the 鶹app Interactive attributed financial information as a basis for the consolidated financial statements. Previous transactions of the 鶹app Capital group and 鶹app Starz group have been reflected as transactions of 鶹app and the historical transactions of the 鶹app Interactive group have been treated as transactions of 鶹app Interactive for purposes of these financial statements. Previous transactions between either the 鶹app Starz group or the 鶹app Capital group and the 鶹app Interactive group, including all reattributions, have been reflected at historical cost on a prospective basis (i.e.,treated as book value transfers rather than retroactive as-if poolings). All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.
Following the Split-Off and Spin-Off, 鶹app, 鶹app Interactive and Starz operate as separate publicly traded companies, none of which has any stock ownership, beneficial or otherwise, in the other. In connection with the Split-Off and Spin-Off, 鶹app entered into certain agreements with 鶹app Interactive and Starz, respectively, in order to govern ongoing relationships between the companies and to provide for an orderly transition. These agreements include Reorganization Agreements, Services Agreements, Facilities Sharing Agreements, a Lease Agreement (in the case of the Spin-Off only) and Tax Sharing Agreements. The Reorganization, Services and Facilities Sharing Agreements entered into with 鶹app Interactive were assigned from Starz to 鶹app in connection with the Spin-Off.
The Reorganization Agreements provide for, among other things, provisions governing the relationships between 鶹app and each of 鶹app Interactive and Starz following the Split-Off and Spin-Off, respectively, including certain cross-indemnities. Pursuant to the Services Agreements, 鶹app provides 鶹app Interactive and Starz with general and administrative services including legal, tax, accounting, treasury and investor relations support. 鶹app Interactive and Starz reimburse 鶹app for direct, out-of-pocket expenses incurred by 鶹app in providing these services and for 鶹app Interactive's and Starz's allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to each respective company. Prior to the Split-Off, these costs were allocated between the tracking stock groups and these amounts have not been significantly different following the completion of the Split-Off. Under the Facilities Sharing Agreements, 鶹app shares office space and related amenities with 鶹app Interactive and Starz at 鶹app's corporate headquarters. Under these various agreements approximately $16 million and $10 million of these allocated expenses were reimbursed to 鶹app during the years ended December31, 2013 and 2012. Under the Lease Agreement, Starz leases its corporate headquarters from 鶹app. The Lease Agreement with Starz for their corporate headquarters requires a payment of approximately $3 million annually, subject to certain increases based on the Consumer Price Index. The Lease Agreement expires on December 31, 2023 and contains an extension option.
The Tax Sharing Agreements provide for the allocation and indemnification of tax liabilities and benefits between 鶹app and each of 鶹app Interactive and Starz as well as other agreements related to tax matters. Among other things, pursuant to the Tax Sharing Agreements, 鶹app has agreed to indemnify 鶹app Interactive and Starz, subject to certain limited exceptions, for losses and taxes resulting from the Split-Off and the Spin-Off, respectively, except to the extent such losses or taxes (i)result primarily from, individually or in the aggregate, the breach of certain restrictive covenants made by 鶹app Interactive (applicable to actions or failures to act by 鶹app and its subsidiaries following the completion of the Split-Off) or Starz, (ii)result from the 鶹app Capital common stock or the 鶹app Starz common stock not being treated as stock of 鶹app, or being treated as Section306 stock within the meaning of Section306(c) of the Internal Revenue Code of 1986, as amended (the "Code"), for U.S. federal income tax purposes, (iii)result from the 鶹app Interactive common stock, the 鶹app Capital common stock, or the 鶹app Starz common stock not being treated as stock of 鶹app Interactive, or being treated as Section306 stock within the meaning of Section306(c) of the Code, for U.S. federal income tax purposes, (iv)result from Section355(e) of the Code applying to the Split-Off or the Spin-Off as a result of the Split-Off of Spin-Off being part of a plan (or series of related transactions) pursuant to which one or more persons acquire a 50-percent or greater interest (measured by vote or value) in the stock of 鶹app, or (v)result from deferred intercompany items or excess loss accounts that are triggered by the Split-Off, and that would otherwise be allocated to 鶹app. In addition, 鶹app will be required to indemnify 鶹app Interactive for any losses or taxes resulting from the failure of the LEI split-off (a previously completed split-off by 鶹app Interactive) and related restructuring transactions to be a tax-free transaction described under Sections355 and 368(a)(1)(D) (including any such losses or taxes arising as a result of the completion of the Split-Off), except to the extent that such losses or taxes result primarily from, individually or in the aggregate, a breach of certain restrictive covenants made by 鶹app Interactive (applicable to actions or failures to act by 鶹app Interactive and its subsidiaries following the completion of the Split-Off). With respect to the Split-Off, the IRS has examined the transaction, and during 2012, the IRS and 鶹app Interactive entered into a Closing Agreement which provides that the Split-Off qualified for tax-free treatment to 鶹app Interactive and Starz. In February 2014, the IRS and Starz entered into a Closing Agreement which provides that the Spin-Off qualified for tax-free treatment to Starz and 鶹app.
鶹app, through its ownership of interests in subsidiaries and other companies, is primarily engaged in the media, communications and entertainment industries primarily in North America. Our significant subsidiaries include Sirius XM Holdings Inc., the Atlanta National League Baseball Club, Inc. (the "Atlanta Braves" or "ANLBC") and TruePosition, Inc. ("TruePosition"). Our significant investments accounted for under the equity method include Charter Communications, Inc. ("Charter") and Live Nation Entertainment, Inc. ("Live Nation").
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