Basis of Presentation |
12 Months Ended |
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Dec. 31, 2020 | |
Basis of Presentation |
(1)Ā Ā Basis of Presentation The accompanying consolidated financial statements of Ā鶹app (āĀ鶹app,ā āwe,ā āour,ā āusā or the āCompanyā unless the context otherwise requires) represent a consolidation of certain media and entertainment related assets and businesses. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements. Ā鶹app, through its ownership of interests in subsidiaries and other companies, is primarily engaged in the media and entertainment industries primarily in North America and the United Kingdom. Our significant subsidiaries include Sirius XM Holdings Inc. (āSiriusĀ XM Holdingsā), FormulaĀ 1 and Braves Holdings, LLC (āBraves Holdingsā). Our significant investment accounted for under the equity method of accounting is Live Nation Entertainment, Inc. (āLive Nationā). On February 1, 2019, Sirius XM Holdings issued shares in conjunction with its acquisition of Pandora Media, Inc., which continues to operate as Pandora Media, LLC (āPandoraā). See note 5 for more information regarding the acquisition of Pandora. Ā鶹app continues to maintain a controlling interest in Sirius XM Holdings following the share repurchases and issuances. As of DecemberĀ 31, 2020, we owned approximately 76% of the outstanding equity interest in Sirius XM Holdings. In 2011, Qurate Retail, Inc. (āQurate Retailā) completed its split-off from Ā鶹app, and in 2014, Ā鶹app Broadband Corporation (āĀ鶹app Broadbandā) completed its spin-off from Ā鶹app. In addition, in 2014, Ā鶹app TripAdvisor Holdings, Inc. (āĀ鶹app TripAdvisorā) completed its spin-off from Qurate Retail, and in 2018, GCI Ā鶹app, Inc. (āGCI Ā鶹appā) completed its split-off from Qurate Retail. Ā These transactions resulted in the separate corporate existence of Ā鶹app, Qurate Retail, Ā鶹app Broadband, Ā鶹app TripAdvisor and GCI Ā鶹app. Following these transactions, each of these companies operates (or in the case of GCI Ā鶹app, prior to its acquisition, operated) as separate publicly traded companies, none of which has any stock ownership, beneficial or otherwise, in the other (except that GCI Ā鶹app owned shares of Ā鶹app Broadbandās SeriesĀ C non-voting common stock prior to the merger of GCI Ā鶹app and Ā鶹app Broadband in December 2020). In connection with the foregoing transactions, Ā鶹app entered into certain agreements with Qurate Retail, Ā鶹app TripAdvisor, Ā鶹app Broadband, and GCI Ā鶹app, respectively, in order to govern ongoing relationships between the companies and to provide for an orderly transition. As a result, these entities are considered related parties of the Company for accounting purposes through the dates of the respective transactions. These agreements include Reorganization Agreements (in the case of Qurate Retail and Ā鶹app Broadband only), Services Agreements and Facilities Sharing Agreements. The Reorganization, Services and Facilities Sharing Agreements entered into with Qurate Retail were assigned from Ā鶹appās predecessor to Ā鶹app in 2013 in connection with a prior transaction. The Reorganization Agreements provide for, among other things, provisions governing the relationships between Ā鶹app and each of Qurate Retail and Ā鶹app Broadband, respectively, including certain cross-indemnities. Pursuant to the Services Agreements, Ā鶹app provides Qurate Retail, Ā鶹app TripAdvisor, Ā鶹app Broadband and GCI Ā鶹app (prior to termination) with general and administrative services including legal, tax, accounting, treasury and investor relations support. Qurate Retail, Ā鶹app TripAdvisor, Ā鶹app Broadband and GCI Ā鶹app (prior to termination) reimburse Ā鶹app for direct, out-of-pocket expenses incurred by Ā鶹app in providing these services and in the case of Qurate Retail, Qurate Retailās allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to Qurate Retail. Ā鶹app TripAdvisor, Ā鶹app Broadband and GCI Ā鶹app (prior to termination) reimburse Ā鶹app for shared services and personnel based on a flat fee. Under the Facilities Sharing Agreements, Ā鶹app shares office space and related amenities with Qurate Retail, Ā鶹app TripAdvisor, Ā鶹app Broadband and GCI Ā鶹app (prior to termination) at Ā鶹appās corporate headquarters. Under these various agreements, approximately $28Ā million, $46Ā million and $30Ā million of these allocated expenses were reimbursed to Ā鶹app during the years ended DecemberĀ 31, 2020, 2019 and 2018, respectively. In December 2019, Ā鶹app entered into amendments to the Services Agreements with each of Qurate Retail, Ā鶹app TripAdvisor, Ā鶹app Broadband and GCI Ā鶹app in connection with Ā鶹appās entry into a new employment arrangement with Gregory B. Maffei, its President and Chief Executive Officer. Under the amended Services Agreements, components of his compensation would either be paid directly to him by each of Qurate Retail, Ā鶹app TripAdvisor, Ā鶹app Broadband and GCI Ā鶹app (collectively, the āService Companiesā) or reimbursed to Ā鶹app, in each case, based on allocations among Ā鶹app and the Service Companies set forth in the amended Services Agreements. Following the merger between GCI Ā鶹app and Ā鶹app Broadband in December 2020, GCI Ā鶹app no longer participates in the Services Agreement arrangement due to the termination of its Services Agreement with Ā鶹app. In December 2020, in conjunction with the merger, GCI Ā鶹app made an executive termination payment to Ā鶹app of approximately $6 million. See note 13 for additional information related to termination payments. On January 26, 2021, Ā鶹app Media Acquisition Corporation (āLMACā) consummated its initial public offering (the āIPOā) of 57.5 million units (the āUnitsā), including 7.5 million Units sold pursuant to the full exercise of the underwritersā overallotment option. Each Unit consists of one share of Series A common stock of LMAC and of one redeemable warrant of LMAC. Each whole warrant entitles the holder thereof to purchase one share of Series A common stock for $11.50 per share, subject to adjustment, following the later of 30 days after the completion of LMAC's initial business combination and 12 months from the closing of the IPO. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to LMAC of $575 million. Concurrently with the IPO, LMAC completed the private placement of 10 million warrants to its sponsor, Ā鶹app Media Acquisition Sponsor LLC (the āSponsorā), a wholly-owned subsidiary of the Company, generating gross proceeds of $15 million. Each private placement warrant entitles the holder thereof to purchase one share of LMAC's Series A common stock for $11.50 per share, subject to adjustment, following the later of 30 days after the completion of LMAC's initial business combination and 12 months from the closing of the IPO. A total of $575 million was placed in a U.S.-based trust account. LMAC intends to search for a target in the media, digital media, music, entertainment, communications, telecommunications and technology industries, but may seek to complete a business combination with an operating company in any industry, sector or geographic area. Under the terms of the offering, the Company, through the Sponsor, owns 20% of LMACās issued and outstanding common stock and the Sponsor has committed to acquire $250 million of forward purchase units (each consisting of one share of LMACās Series B common stock and of one redeemable warrant to purchase one share of LMACās Series A common stock) pursuant to a forward purchase agreement that will close substantially concurrently with the consummation of LMACās initial business combination. In addition, the Company, through the Sponsorās ownership of LMAC founder shares, has certain governance rights which allow us to control LMACās affairs, policies and operations through the initial business combination. The Companyās ownership interest in LMAC will consist primarily of Series B common stock following the consummation of LMACās initial business combination, and is initially being attributed to the Formula One Group tracking stock. |