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Sirius XM Radio Inc. (NASDAQ:SIRI)

Deutsche Bank Leveraged Finance Conference Call

October 1, 2013 12:30 PM ET

Executives

David J. Frear – Executive Vice President and Chief Financial Officer

Unidentified Analyst

Okay. We will get this started. Very happy to have Sirius XM back with us again this year. To my right, I have David Frear, Chief Financial Officer. In the audience and in your meetings, you will also see Barbara Daniel, Treasurer and Hooper Stevens, Investor Relations Guru. So with that, we’ll dive right in, and maybe just big picture, David, just talking about where you are at today around 25 million subscribers, talk about the potential of where you think you can grow that to and what the keys are to driving that growth?

David J. Frear

Okay. So thanks for taking the time this morning. Yes, 25 million subscribers, 20 million self-pay. We’ve got sort of mid 50s – 50 million-ish in terms of vehicles that are on the road today, and we do expect to grow the vehicles on the road to roughly 150 million within 10 years. And in addition to just the size of what’s changing the basic, it's also who’s going to own the cars, right. So when we – I’ve been with the company for 10 years now. When we first launched the business, we found that the biggest barrier to somebody subscribing was ease of the use and what that meant was they could get in the car, turn it on, the radio was there. They just had to push a button, and so for the last 10 years, we’ve been distributing mainly through the new car market, and so it's really only new car buyers who have had that ease of use.

And as the used vehicle volume begins to pick up, which it’s starting to do now, for the first time, we’re getting in front of used vehicle buyers with the same easy to use access to the service and that's an incredible opportunity for us. Most of the cars on the road in the country are used cars, right. So if average first car ownership is six years and they sell 15 million new cars a year, then you have 90 million new cars on the road that are held by the original owner and the other 150 million are by some generation subsequent owner. So I think that as you look forward in terms of the growth in addition to building out neighborhoods in essence if the car is going from 50 million to 150 million, we’ve got a new marketing opportunity with used car buyer.

Unidentified Analyst

And I definitely want to go to the used cars, but just sticking with new car sale – new cars for the moment, I think obviously it's been a healthy recovery this year in the SAR numbers, but your penetration is now at around high 60s percentage wise of new cars. So as car sales ramp up like they have been, should we continue to think about that as being a really great indicator for the direction of your business in terms of healthiness?

David J. Frear

Yes, I think that’s right that, look, I am surprised by the strength of new car sales right in. It’s nice to see auto analysts sort of every couple of months upping their car sales numbers just a little bit. There’s report that came out from one of the firms few months ago that talked about the next peak in new car sales of 18 million and I actually have to admit I immediately tossed it in the waste bin, because I thought it was ridiculous concept. and now that I’ve seen where cars are going, I’m taking it out to take a good look at it and see what the guy was thinking.

It’d be great news for us if new car sales rose from, through 16 million towards 18 million, nice opportunity. We don’t expect the penetration rate though to change very much, all right. So we’re in that high 60%, 68%, 69%. We think that’s roughly where we’ll stay.

Automakers, like a lot of people that sell products, like to have a good, better, best marketing strategy. And so there are a few automakers that have gone standard with satellite radio, but most have some trim level that they just don’t put any of the new fancy stuff and including satellite radio. and so they want to show buyer a strip down car, they want to show him a mid level car, they want to show a high level car, and so where we tend to get excluded from production is only in that strip down level, right. And so with their marketing strategies and everything else, I think we’ll probably stay right around 68% to 70%.

Unidentified Analyst

If we see the new car sales kind of level off at some point, which lot of averages would say they will.

David J. Frear

That’s right.

Unidentified Analyst

So how does that impact Sirius XM growth in cash flow when we see that happening?

David J. Frear

So there’s a huge upside in there from a subscriber acquisition cost perspective. So subscriber acquisition costs are really driven by new car installations, all right. And if the new car installations level out, that what we’re putting in is just a consumer electronics product that we cost down every year. Now it takes the OEMs maybe a couple of years to take our latest generation and work it into production. So we have very good visibility of where the unit cost of the new car installation is going and I’ll tell that over the next five years, you should expect cost per install to decline year by year b year. And so as the volume flattens out with the unit cost dropping, the actual nominal dollars and SAC will drop as revenue goes – grows and you get a great margin expansion.

Unidentified Analyst

Okay. So that’s obviously one lever for you. On the new car side, you brought up before the opportunity on the used car, which I know is one of the cause, people seemed most kind of excited about, but then also questioning when are we going to start to see it really playing out. Can you maybe just talk about the dynamics of, if I go to buy a used car or the dealer is kind of promoting that as being this car has a radio in it and you’re going to be able to get a free trail, can you maybe just tell how the process works in getting people to actually tap those radios that are already in place?

David J. Frear

Okay. So on the sort of volume side of thing and then I’ll come to the process in just a second, that if average first car ownership is six years, the best estimate we have for how many are turning over in the market is what we installed six years ago, so 2007 installations were around $5.3 million, $5.4 million. So we’re assuming those are up, we’re turning over this year and then you do that same six-year lag for next year and the year after.

So to get after that volume that we’ve set up data exchange protocols with automakers as well as with franchise dealers more than 10,000 franchise dealers and we get the customer name and address for every satellite enabled vehicle sold by either through the OEM owned dealers or by the franchise dealers within a few days of sale. Then we have the opportunity to market to them that we’ve ramped that group up pretty quickly right, so we had two years ago, zero. These guys signed for up to more than 10,000. Now, we’ll probably grow it a little bit further. We are looking at how we might be able to penetrate the independent dealer market in terms of getting sales reporting for them as well. So it really is about trying to capture the trial, then we market to it.

Now, the process at the dealer is something different, all right. So trying to get 10,000 dealers trained and educated on the benefits to them of telling their customer that there is a satellite radio in the vehicle and demonstrating it for them is, I’d be honest, that’s a tough thing to do, right? Because what they are interested in doing is they want the signature at the bottom of the paper and they want to move that customer onto the F&I guy and they want nothing getting in the way of getting the signature on the paper work.

So sometimes they tell you about the satellite radio, sometimes they don’t. The good news is that the unaided awareness of satellite radio among used car buyers is around 80%. So there is extraordinarily high awareness. We think we have a very good chance of hitting it, but we have field teams to go out, point of sale materials, training things, talking to the dealers, talking to the OEMs, using their channels to talk to the dealers about emphasizing the used car sales process as well.

Unidentified Analyst

And correct me if I am wrong, but the OEMs like this because they actually continue to share in some of the revenues there of the used car buyer, and I guess, on the dealership side, they may not share in the revenue, but it could be a promotional tool for them, I think by…

David J. Frear

Definitely a promotional tool for the dealer and the OEMs do share whenever a vehicle is revenue active. They’re sharing the revenue.

Unidentified Analyst

Okay. And thinking about the benefit for you, obviously, you don’t have to install a new radio into a used car. Can you maybe just talk about some early expectations you have on how it impacts the key metrics like ARPU, SAC, profitability?

David J. Frear

So certainly, the used car distribution doesn’t add the subscriber acquisition costs, because we only do the radio subsidy ones, all right. And that line, subscriber acquisition cost is really driven almost entirely by new car installations. so I wouldn’t – used car is really a change, we’re going to see used cars coming in its more marketing treatments, right. It’s how many e-mails you send out, it’s how many direct mail pieces go out, it’s how many outbound telemarketing calls go out and that gets captured our sales and marketing line.

Unidentified Analyst

Okay. So as you think about some of the advances in the dashboard, recognizing that this is probably a rollout over the next several years as the OEMs were leased on your models, but how do you expect more wired cars, more options in the dash whether it’s Pandora or Spotify or iHeartRadio, whatever it is. How does that impact Sirius XM, which has already – which already has a place in the wired cars?

David J. Frear

It’s a continuation of what we think has been a pretty intensely competitive in-car environment for entertainment for the last 10 years. So we launched the same year that iPod did. And when BMW decided to put a jack in the car, so that it would be easy to connect your iPhone into the car that what’s adapt with satellite radio was over for us, right. And then – but we’re still here and every car – as that easy to connect feature. So AM and FM radio certainly is a downloaded form of audio entertainment in vehicle, it was only launched, it still is today, that we’re all worried, right. When smartphone came out and it wasn’t an iPod anymore, it was a much richer environment where you can get far more services.

By the way, they put all those jacks and it allowed you to easily connect up iPod and now you can connect up your iPhone. So – but in the last four years, with a 140 million smartphones hitting the street, we haven’t really seen a perceptible change in demand for our service.

So I think in the future, if you then move to next step, right, that you’re saying okay, maybe you can say that, gee, it’s sort of clunky to take the smartphone and try and use its screen to control what’s playing through your dashboard and they’re going to put it in the dashboard and it’s going to be up on the screen there and then you’re going to have some kind of a user interface that’s going to allow you to select channels and the question is what’s the product, because the customer definitely doesn’t really care about the technology. What they care about is the content, what are they doing with that, are they listening to music, are they getting news, are they getting sports.

So we’ve always looked at ourselves as being 150 channels of music, talk, news and sports. The Sirius XM branded contents, it’s available for a fairly cheap price of $14.49 a month, and we think the diversity of the content, the unique characteristics of some of the content that leave us pretty well positioned to compete against almost anybody. We have commercial free music, people value commercial free music; that we have all the sports, you can get the home when away feeds for the – for baseball for the NFL, that and we have news channel, FOX News Channel, you can’t get in vehicles, CNBC, you can’t get in vehicle.

So all of these things, when you put it together, is a pretty pervasive set – persuasive set of content. We do compete against music only listening products. We compete against podcast, we compete against commercially based audio entertainment systems and we compete against personal music libraries. It’s all true, it’s all been true for 10 years and it will be true in the future, but as connected car comes, it gives us an opportunity to actually diversify our services from a one-way broadcast service to interactive products. And so I think it actually sets us up to compete better against what I will acknowledge it’s going to be a very competitive landscape.

Unidentified Analyst

And maybe just falling on the theme you talked about your content setting you apart. If you touch on just your – the cost of your content, and I think they’re down pretty significantly from around the time of the merger, maybe, talk about where they’re at today versus then and where you expect to see them going?

David J. Frear

So just before we merge that the two companies were spending about $400 million a year on programming, and it’s now down to just a little under $300 million. It’s an unusual pattern for programming cost in media in the United States. But it speaks volumes as about the inefficiencies of the two companies being separately, efficiencies have been together.

I think that are – we still expect programming cost to come down slightly from where they are now, but we really have now sort of gotten through, I think all of the – all of the big deals. and so I wouldn’t expect any material declines in programming cost from here in the absence of a major piece of content leaving the platform.

Unidentified Analyst

So no major in the next year or two, not a major…

David J. Frear

Yes, I don’t see major changes one way or the other programming costs in the next couple of years.

Unidentified Analyst

And I have to ask your thoughts, how Howard, I think comes up at the end of 2015. Any shot of seeing something proactively done to extend that out or how are you thinking about that contract at this point?

David J. Frear

Well, Howard is a unique talent in radio. I mean there has never been anybody like him and never will be, right? And he puts on a fantastic show. He works hard. He’s a great partner – just we can be happier with relationship that we’ve had with Howard. It’s like any great performer, there is going to come a day when he decides to step off the competitive stage. and I hope that day is much later rather than sooner. I don’t know what he we will decide to do when his contract is up. I know that we’d like to keep him on our air and performing for as long as he’d like to do that.

Unidentified Analyst

Okay. Shifting to something a little more recent in the news and maybe this also plays into the growth opportunities we’re talking about earlier, but with your telematics and kind of a big entry in there with your recent acquisition of Agero. am I saying that right? Can you maybe just talk about the thesis behind what made you want to make that acquisition that was obviously pretty substantial in cost? So talk to that opportunity.

David J. Frear

Okay. So the Agero acquisition isn’t closed quite yet. So we’re still the –government is still working underway through the review, but we – we are hopeful that it is soon. What does it do for us? It immediately gives us just a great footprint among the OEMs. So through the satellite radio side that we’ve been integrated with all of the OEMs and their engineering teams who are 10 years out in making their consumer electronics product working the dash and connected car is exactly that it’s a taking a cellular modem and make it work efficiently in the dashboard.

So we think from an engineering perspective that we’re very well positioned to help them with that. What – our Nissan contract that we have, combined with the Agero partners that once we’re able to close the acquisition that we’ll have relationships with 40% of North American automotive manufacturers.

The next largest player in that is, GM's OnStar Unit, which is GM’s sort of mid-teens type participation, the market, I don’t anticipate OnStar going to other OEMs. Behind that, I think you have Sprint service with Chrysler. So mid single digits and then you finally have Verizon Service with Mercedes and Audi, which again, is sort of mid single-digit, so it – I think for us, there is an opportunity to maybe win some new OEM partners above what we have with Nissan and the Agero portfolio, I think there is certainly great organic growth within the business that I think as everybody knows aren’t that many connected cars being put on the road today, and you read around the research estimates and people seem to think within five years, it will be 50% penetration cars.

So it’s a great opportunity to do that. and then all the OEMs are going to market with a white label strategy, they have their own branded telematics products and most of them are actually controlling, not just the price point in the services, but the retention marketing, the conversion marketing, all that kind of stuff.

That’s something that we do all the time. And I don’t think it’s a natural activity for most automakers. And sort of similar to the Nissan contract where we’re actually playing the primary role in those sort of marketing type functions. We think that there may be an opportunity for us to migrate up the value chain of services provided by taking over more of the marketing or retention responsibilities for these OEMs.

It’s managing a large subscriber base office in trial conversions in vehicles is exactly what we do. It’s not really something that the OEMs have done much out in the past, and so we think there is an opportunity to grow that way.

Unidentified Analyst

And for you, is it something that you’ll be marketing to a unique customer or do you see cross-selling opportunities with your existing base?

David J. Frear

I think it’s a little bit of both and – but I wouldn’t say that – I wouldn’t pick either one of those, because I think you can find them both sort of limiting, right. So look, some customers are super premium customers, they buy everything. Other customers may be thrilled with their local AM and FM stations, but boy, they really liked to have the insurance associated with automatic crash notifications, some of the other convenient services that come along with the telematics products. So we don’t really want to prejudge the – sort of the outcome. I think that multiple marketing treatments is what’s going to end up maximizing the revenue out of the business.

Unidentified Analyst

And as we sit here today, you hopefully will close on this deal in the near future, when do we see a material contribution from that acquisition showing up kind of in the revenue and the cash flow?

David J. Frear

Well, I mean, it’s obviously going to be next year, right. So we’re so late into this year that really won’t have a meaningful impact on this year’s numbers if I was providing guidance today, which I am not. I wouldn’t change our guidance for closing the acquisition. So I think you can expect us to maybe talk more about this, as we move into the early part of next year.

Unidentified Analyst

And does this kind of satiate your telematics kind of initial push or do you see more acquisitions being necessary to continue kind of grow in that area?

David J. Frear

You know there are no whole lot of players to acquire right in the space and one of things you can look at doing is, you can look at going more vertical, on the space that there are some data sources that you can go out and acquire. So we certainly are looking at the vertical stack, as well as the other service providers and just sort of keeping tabs on them, but I would say there is nothing eminent.

Unidentified Analyst

Okay. One thing I’ve been pleasantly surprised by is that despite the increasing penetration we talked about earlier, you’ve been able to hold churn pretty steady, and not to mention the fact that, on top of that penetration increase, you’ve also raised prices. So can you maybe talk about what’s kind of the secret sauce there that you’ve been able to keep people on the platform despite those things?

David J. Frear

I think it’s the content, people like what they hear when they turn on the radio and it’s – radio is in fact a habit. You like the stations that you’d like to listen to. So once we’re able to hook you on listening to Sirius XM that you tend to stay. We’ve seen very long-term consistent behavior in churn, all right. There really hasn’t been anything I’ve seen over the last several years that would cause me to revise my view of churn.

Unidentified Analyst

Okay. As I think about your capital expenditures, I think you have a satellite going up soon, and then I think we have a little bit of a break for the next several years in terms of new satellites that may be going there. Can you kind of just remind us on that schedule and what it means from the cash flow perspective?

David J. Frear

So we are next in line with ILS for launch that the ASTRA 2E satellite successfully went up, I think it was yesterday or the day before. We are scheduled for the October 20 launch that’s the Sirius 6 satellite. Once that is safely up there, we don’t anticipate other satellite build programs until late 2016 or maybe early 2017, but probably late 2016. The launch schedule for the next generation yield NAACAM with assuming everything lives its normal life. You can think of this, we’re probably launching five satellites in 2019, 2021, 2023, 2025 and 2027.

Unidentified Analyst

Okay, okay. Any projections right now or estimates of what each of those satellites kind of costs?

David J. Frear

Today’s dollars, you can think about $300 million a copy, all right. And then it’s like everything else, it probably inflates with time.

Unidentified Analyst

And in terms of the two companies Sirius and XM operated on different platforms, with the next generation of satellites, does that change? Either radios rolling out today changing, so that they can support either one, obviously, that doesn’t change the used market, but maybe, you can just talk about that?

David J. Frear

So the radios rolling out – the changes made at the radio level, not at the satellite level, right. So satellite is just a bent-pipe and spectrum. So at the radio level, we have been migrating OEMs who are on the – formally on the Sirius chipset radios to the XM chipset radios. So we made that decision about five years ago. And it takes a long time to get OEMs to change products. And so we’re getting to – we’ve got a lot of them moving now. We’ve got a few more left to go in the next sort of four years.

And then I think we’ll debate the merits, I think likely that we’ll find that makes sense, and then migrate them to what amounts into an interoperable chipset, but you have to think about it as like the analog to digital conversion that there will still be those legacy Sirius only vehicles that are out there for a long time. It will be middle of the next decade before they get down to a level that which we could say that what we don’t need to uplink the 70s channel twice anymore and we can expand the program and it could be more audio, it could be more data, it could be video, it could be a lot of things, but it’s a next decade issue.

Unidentified Analyst

All right. Let me ask one more kind of small series of questions, and I’ll open it up if there’s any questions from the audience, but thinking about all these dynamics we’ve discussed, lower CapEx, you’ve done a nice job of lowering your cost of capital over the last year or two. You have extended period of shield from federal cash taxes with your NOLs. So your free cash flow certainly looks like it’s going to continue to be robust for the foreseeable future. Can you talk a little bit about the uses of that free cash flow going forward?

David J. Frear

Yes. So look, we’ve been pretty firm about a 3.5x leverage chart that’s what we’re looking at. and so as the – effectively as the EBITDA grows, we expect to maintain about 3.5x leverage and if we do, do that, look at your model, everybody else’s model, you’d come to the conclusion that we’re probably going to be a net issuer of about $1 billion a year in debt, okay.

And then we’ve got the guidance for this year is $925 million in free cash flow. Let’s assume that grows and just call it a build, right. So if we’re going to a net issuer of $1 billion a year in debt and we’ve got free cash flow over $1 billion, we’re apparently staying on $2 billion, what are we going to do with it.

Unless we find something to buy that we might as well send it back to shareholders, all right. So to me, for a company with our characteristics, 3.5x leverage is a pretty conservative leverage target that we have said that we don’t intend to be an investment grade company, I think that we ran for a long period of time at 3.5x we would be an investment grade company.

So it will probably make sense over the long-term to move that leverage up a little bit, but it’s certainly not something we expect to do soon. And so you should expect us to continue with our buybacks, right. So we’re on a pace to go through the $2 billion buyback we announced last December in the course of the next few months. And I wouldn’t be surprised if, in the course of that period of time, the Board decides that there was another sort of authorization they should make..

Unidentified Analyst

Okay. Any another near-term needs in terms of the capital structure you’re focused on, additional opportunities to lower your cost of capital?

David J. Frear

I don’t think so. I mean, we – well, look it’s been a great time to, I guess, to be an issuer of debt, all right. In the last 14 months, we’ve issued just under $2.7 billion of debt and it rates between 4.25% and 5.78%. The – we’ve got what we think is sort of a great covenant package out of all that. So other than just sort of managing to the leverage target, the convert comes through in the year, right. So as I kind of look at leverage today, the convert is deeply in the money and overwhelmingly likely to be equity, so I kind of look at that as we’re actually half a turn of leverage under what you see on the balance sheet.

Unidentified Analyst

All right. So last one, I’ll kind of put out there on the capital structure. Just as we sit today, has the Holdco entity been established or is that still a work-in-progress?

David J. Frear

So we’re moving it forward. I don’t know exactly when it will come out. I think it will be before the end of the year. The – it took a little while to get through the administration. It was nice to see Chancellor Strine's decision on the lawsuit against the directors and the whole Liberty Media thing going into control that they did throw the plaintiff suit out. So I think you should expect to see Holdco come soon.

Unidentified Analyst

And I thought there’s just incremental flexibility to make acquisitions or potentially do share buybacks and so that means…

David J. Frear

Yes, it’s – you should think of it more as option value. It’s a nice structural option to have available to a company. We don’t have any current plans to do anything like that.

Unidentified Analyst

And last question from me, just you mentioned Liberty, any updated thoughts on kind of their maybe medium-term, long-term strategic plan. We’ve seen them do some spins in the past of assets where they’ve taken kind of a majority stake is a reverse more stress, something that kind of fits well with Sirius. what needs to happen for that, any thoughts kind of where they amounted to fit?

David J. Frear

I really only know what I read, right. and so Liberty has said that they spent about $1.7 billion going from 40% to 51%, they’ve said they would like to get that money back. I believe they’d probably do. And they’ve also said that they see Sirius XM being an independent company at some point in time, but the question is, in what way and in what timeframe and I really don’t know anything more than that.

Unidentified Analyst

Anybody have any questions? do you want to put out there? no. Right, I think we have a couple of minutes left. Let me ask two more, and then we can wrap it up. But as you’d think about the competitive landscape and how you’re going to keep people on board with you? What keeps you up at night and you talked about iHeartRadio, you talked about Pandora’s of the world, but is there anything there kind of maneuvering with just the terrestrial radio guy is kind of making their offerings available in more places, getting into more things like concerts, just trying to re-brand on the digital side, is that something that really kind of worries you?

David J. Frear

Yes, I wouldn’t say that it worries me, but you’re certainly keenly aware of what your competitors are doing, right? And we have to keep coming back to what are we. We are a mix of commercial free music, talk, news, sports and other entertainment concepts. And so, we are actually watching all of those things. A lot of our competitors seem to be one or another, and if anything, over the long-term, it’s probably the guy who has got the dominant market share that you want to worry about the most, which is strangely enough terrestrial radio.

Unidentified Analyst

Yeah.

David J. Frear

All right? I mean, they totally dominate the marketplace for audio entertainment and so you got to watch them very carefully that while they may go through various capital restructurings, I don’t think as a consumer service, they are going anyplace. They’ve got the biggest audience. They’ve got the most sort of weapons in their arsenal to move. So you want to watch them very keenly and you want to watch the new entrants. I take my hat off to Pandora, 70 million listeners is absolutely huge. The fact that they are not monetizing is a different issue, but they’ve done a great job amassing the audience.

Unidentified Analyst

And the only reason I brought it up here at the end was because I am curious, your thoughts on your – as I think about what they are trying to do and others, the cost of doing it in a digital world is prohibitive in a lot of cases and you mentioned that particular case. Can you talk about your…

David J. Frear

Well, it’s not that a cost is prohibitive in the digital world, but monetization is so uncertain in the digital world…

Unidentified Analyst

Sure.

David J. Frear

And so a good example, Pandora monetizes roughly at $6.50 a year, okay, per listener.

Unidentified Analyst

Right.

David J. Frear

Okay. Then we have Internet listeners and we’re charging a little over $3 a month. So we are monetising at $36 a year. So if you took the 60% loyalty load that they have under $6 and put it on our $36, it’s 10%, right, and our people are listening to a mix of music, talk, news and sports. So it’s probably a little less than 10% for us, because of the mix. So it’s not really about the costs, all right. So Pandora’s costs, the rest of digital guys, for instance, are significantly less than what we pay and what Clear Channel pays, all right. It’s 40% less on the rates, but they got to monetize to have those costs to be reasonable.

Unidentified Analyst

Okay. All right, well, I think we’re about out of time, but thank you, everyone.

David J. Frear

Thank you.

Question-and-Answer Session

[No Q&A session for this event]

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