Exhibit 99.1

(SIRIUS LOGO)

 

 

 

 

SIRIUS XM RADIO REPORTS SECOND QUARTER 2009 RESULTS

 

 

 

 

Adjusted Income from Operations of $132 Million – An Improvement of $193 Million Year Over Year

 

Pro Forma Total Revenue of $608 Million, Up 1%

 

EPS Excluding Charges ($0.01) vs. ($0.06) Year Over Year, In-line with Wall Street Estimates

 

Company Increases Full-year Guidance for Adjusted Income from Operations to Over $400 Million From Over $350 Million

NEW YORK – August 6, 2009 – SIRIUS XM Radio (NASDAQ: SIRI) today announced second quarter 2009 financial and operating results, including $132 million in adjusted income from operations, marking the company’s third consecutive quarter of positive adjusted income. The company also announced a 28% decrease in total cash operating expenses since the merger of SIRIUS and XM one year ago. SIRIUS XM also increased its full-year 2009 guidance for adjusted income from operations to over $400 million from over $350 million.

“Just one year ago, combined operations produced negative adjusted income from operations of $61 million,” said Mel Karmazin, SIRIUS XM’s CEO. “This year our revenue increase in the second quarter, paired with a $187 million expense reduction, drove an improvement of approximately $193 million in adjusted income from operations to $132 million in second quarter 2009. Based on these results we are increasing guidance again and expect to exceed over $400 million in adjusted income from operations during 2009. Growing our revenue in the face of broad declines in the advertising and automotive markets is a remarkable accomplishment, and we are well positioned for a rebound in auto sales.”

Second quarter 2009 pro forma total revenue was $608 million, up 1% from second quarter 2008 pro forma total revenue of $601 million. Second quarter 2009 subscription revenue was $577 million, up 3% from the second quarter 2008 subscription revenue of $558 million. Subscriber acquisition cost (SAC) per gross subscriber addition was $57 in the second quarter 2009, an improvement of 20% over the $71 in pro forma SAC per gross subscriber addition in the second quarter 2008.

SIRIUS XM ended the second quarter 2009 with 18,413,435 total subscribers, a decrease of 1% from the second quarter 2008 pro forma total subscribers of 18,576,830 and a decrease of 185,999 from the first quarter 2009 subscribers of 18,599,434. Self-pay subscribers were 15,421,414 in second quarter 2009, virtually unchanged from first quarter 2009 self-pay subscribers of 15,436,410 and up 592,264, or 4%, from the 14,829,150 self-pay subscribers in the second quarter 2008. Promotional subscribers were 2,992,021 in second quarter 2009.


Monthly average revenue per subscriber (ARPU) was $10.66 in the second quarter 2009, up from $10.55 in the second quarter 2008. The pro forma self-pay monthly customer churn rate was 2.0% in the second quarter 2009 down from 2.2% in the first quarter 2009, and up from 1.7% in second quarter 2008 pro forma self-pay churn.

In the second quarter 2009, SIRIUS XM achieved positive pro forma adjusted income from operations of $132 million as compared to a pro forma loss from operations of ($61) million in the second quarter 2008. The second quarter 2009 US GAAP net loss was ($157) million, or ($0.04) per share, and includes $108 million, or ($0.03) per share, in net charges for the loss on the extinguishment of debt and credit facilities and a $24 million write-off, or ($.007) per share, of prepayments for future launch services attributable to the counterparty’s bankruptcy filing. Absent these charges, the US GAAP net loss per share of ($0.01) was in line with Wall Street estimates. In the second quarter 2008 the US GAAP net loss was ($84) million, or ($0.06) per share. Second quarter 2009 free cash flow was $13 million compared to ($169) million of free cash flow in the second quarter 2008.

2009 OUTLOOK

SIRIUS XM now expects to achieve over $400 million in 2009 adjusted income from operations. This is an increase from the company’s previous guidance of over $350 million in 2009 adjusted income from operations provided on May 7, 2009.

BALANCE SHEET IMPROVEMENTS

During the second quarter the company made improvements to its balance sheet including refinancing some of its debt at lower rates, extending maturities, and improving amortization schedules and covenants.

“These transactions have significantly improved the credit profile of the company, and we intend to be opportunistic in pursuing additional balance sheet improvements,” said David Frear, SIRIUS XM’s EVP and CFO.

Based upon the company’s current plans, it has sufficient cash, cash equivalents, available borrowings under credit facilities and marketable securities to cover the company’s estimated funding needs through cash flow breakeven, the point at which revenues are sufficient to fund expected operating expenses, capital expenditures, working capital requirements, interest payments and taxes. The company’s projections are based on assumptions, which it believes are reasonable but contain uncertainties.

PRO FORMA RESULTS OF OPERATIONS

The discussion of operating results below is based upon pro forma comparisons as if the merger of SIRIUS and XM occurred on January 1, 2008 and excludes the effects of stock-based compensation and purchase accounting adjustments.


SECOND QUARTER 2009 VERSUS SECOND QUARTER 2008

For the second quarter of 2009, SIRIUS XM recognized total pro forma revenue of $608 million compared to $601 million for the second quarter 2008. This 1%, or $7 million, increase in revenue was driven by a 1% growth in weighted average subscribers from the second quarter 2008 as well as an increase in ARPU.

Total ARPU for the three months ended June 30, 2009 was $10.66, compared to $10.55 for the three months ended June 30, 2008. The increase was driven mainly by the sale of “Best of” programming, increased rates on the company’s multi-subscription packages and revenues earned on the company’s internet packages, partially offset by a decline in net advertising revenue per average subscriber.

In the second quarter 2009, the company achieved positive pro forma adjusted income from operations of $132 million, compared to an adjusted loss from operations of ($61) million for the second quarter of 2008 (refer to the reconciliation table of net loss to adjusted income (loss) from operations). The improvement was driven by the increase in total revenue of $7 million and a $187 million decrease, or 28%, in expenses included in adjusted income (loss) from operations.

Satellite and transmission costs decreased 27%, or $7 million, in the three months ended June 30, 2009 compared to the same period in 2008 due to reductions in maintenance costs, repeater lease expense, and personnel costs.

Programming and content costs decreased 14%, or $14 million, in the three months ended June 30, 2009 compared to the same period in 2008, mainly due to reductions in personnel and on-air talent costs as well as savings on certain content agreements.

Revenue share and royalties decreased by 5%, or $6 million, compared to the same period in 2008.

Customer service and billing costs remained relatively flat for the three months ended June 30, 2009 compared to the same period in 2008.

Cost of equipment decreased by 49%, or $8 million, in the three months ended June 30, 2009 compared to the same period in 2008 as a result of a decrease in the company’s direct to customer sales and lower inventory write-downs.

Sales and marketing costs decreased 53%, or $55 million, and have decreased as a percentage of revenue to 8% from 17% in the three months ended June 30, 2009 compared to the same period in 2008. The decrease in Sales and marketing costs was due to reduced advertising and cooperative marketing spend, as well as, reductions to personnel costs and third party distribution support expenses.

Subscriber acquisition costs decreased 46%, or $70 million, and decreased as a percentage of revenue to 13% from 25% in the three months ended June 30, 2009 compared to the same period in 2008. SAC per gross addition declined by 20% to $57 from $71 in the year ago


period. This improvement was driven by fewer OEM installations relative to gross subscriber additions, decreased production of certain radios, lower OEM subsidies and lower aftermarket inventory reserves as compared to the three months ended June 30, 2008. Subscriber acquisition costs also decreased as a result of the 35% decline in gross additions during the three months ended June 30, 2009 compared to the three months ended June 30, 2008.

General and administrative costs decreased 33%, or $22 million, mainly due to the absence of certain legal and regulatory charges incurred in 2008 and lower personnel costs.

Engineering, design and development costs decreased 35%, or $6 million, in the three months ended June 30, 2009 compared to the same period in 2008, due to lower costs associated with the manufacturing of radios, OEM tooling and manufacturing, and personnel.

Restructuring, impairments and related costs increased $27 million mainly due to a loss of $24 million on capitalized installment payments for the launch of a satellite, which are expected to provide no future benefits due to the counterparty’s bankruptcy filing.

Other expenses increased 285%, or $147 million, in the three months ended June 30, 2009 compared to the same period in 2008 driven mainly by the loss on extinguishment of debt and credit facilities of $108 million, and an increase in interest expense of $53 million, offset by an increase of $13 million in gain on investments. The loss on the extinguishment of debt and credit facilities was incurred on the full repayment of XM’s Amended and Restated Credit Agreement and its Second-Lien Credit Agreement. Interest expense increased due primarily to the issuance of XM’s 13% Senior Notes due 2013 and the 7% Exchangeable Senior Subordinated Notes due 2014 in the third quarter of 2008.

SIX MONTHS ENDED JUNE 30, 2009 VERSUS SIX MONTHS ENDED JUNE 30, 2008

For the six months ended June 30, 2009, SIRIUS XM recognized total pro forma revenue of $1,213 million compared with $1,180 million for the six months ended June 30, 2008. This 3%, or $33 million, increase in revenue was primarily driven by an increase in subscriber revenue resulting primarily from a 4% growth in weighted average subscribers over the period as well as revenues from the sale of “Best of” programming, increased rates on the company’s multi-subscription packages and revenues earned on the company’s internet packages.

Total ARPU for the six months ended June 30, 2009 was $10.57, compared to $10.54 for the six months ended June 30, 2008. The increase was driven mainly by the sale of “Best of” programming, increased rates on the company’s multi-subscription packages and revenues earned on its internet packages, partially offset by a decline in net advertising revenue per average subscriber.

The company’s pro forma adjusted income from operations increased $372 million to $241 million for the six months ended June 30, 2009 from a loss of ($131) million for the six months ended June 30, 2008 (refer to the reconciliation table of net loss to adjusted income (loss) from operations). This increase was driven by a 3%, or $33 million, increase in revenue and a 26%, or $339 million, decrease in expenses included in adjusted income (loss) from operations.


Satellite and transmission costs decreased 25%, or $13 million, in the six months ended June 30, 2009 compared to the same period in 2008 due to reductions in maintenance costs, repeater lease expense, and personnel costs.

Programming and content costs decreased 12%, or $25 million, in the six months ended June 30, 2009 compared to the same period in 2008, due mainly to reductions in personnel and on-air talent costs as well as savings on certain content agreements.

Revenue share and royalties increased by 2%, or $4 million, while declining slightly as a percentage of revenue in the six months ended June 30, 2009 compared to the same period in 2008.

Customer service and billing costs remained relatively flat for the six months ended June 30, 2009 compared to the same period in 2008 due to scale efficiencies over a larger daily weighted average subscriber base.

Cost of equipment decreased by 50%, or $16 million, in the six months ended June 30, 2009 compared to the same period in 2008 as a result of a decrease in the company’s direct to customer sales and lower inventory write-downs.

Sales and marketing costs decreased 46%, or $83 million, and decreased as a percentage of revenue to 8% from 15% in the six months ended June 30, 2009 compared to the same period in 2008 due to reduced advertising and cooperative marketing spend as well as reductions to personnel costs and third party distribution support expenses.

Subscriber acquisition costs decreased 47%, or $147 million, and decreased as a percentage of revenue to 14% from 26% in the six months ended June 30, 2009 compared to the same period in 2008. This decrease was driven by a 23% improvement in SAC, as adjusted, per gross addition due to fewer OEM installations relative to gross subscriber additions, decreased production of certain radios, lower OEM subsidies and lower aftermarket inventory reserves in the six months ended June 30, 2009 as compared to the six months ended June 30, 2008. Subscriber acquisition costs also decreased as a result of the 35% decline in gross additions during the six months ended June 30, 2009.

General and administrative costs decreased 32%, or $45 million, mainly due to the absence of certain legal and regulatory charges incurred in 2008 and lower personnel costs.

Engineering, design and development costs decreased 42%, or $13 million, in the six months ended June 30, 2009 compared to the same period in 2008, due to lower costs associated with the manufacturing of radios, OEM tooling and manufacturing, and personnel.

Restructuring, impairments and related costs increased $28 million mainly due to a loss of $24 million on capitalized installment payments, which are expected to provide no future benefits due to the counterparty’s bankruptcy filing, for the launch of a satellite.

Other expenses increased 190%, or $194 million, in the six months ended June 30, 2009 compared to the same period in 2008 driven mainly by the loss on extinguishment of debt and


credit facilities of $126 million, and an increase in interest expense of $79 million, offset by an increase of $9 million in gain on investments. The loss on the extinguishment of debt and credit facilities was incurred on the full repayment of XM’s Amended and Restated Credit Agreement and its Second-Lien Credit Agreement. Interest expense increased due primarily to the issuance of XM’s 13% Senior Notes due 2013 and the 7% Exchangeable Senior Subordinated Notes due 2014 in the third quarter of 2008.


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited

 

 

 


 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 


 


 

 

 

2009

 

2008

 

2009

 

2008

 

 

 


 


 


 


 

 

 

(Actual)

 

(Pro Forma)

 

(Actual)

 

(Pro Forma)

 

Beginning subscribers

 

 

18,599,434

 

 

17,974,531

 

 

19,003,856

 

 

17,348,622

 

Gross subscriber additions

 

 

1,380,125

 

 

2,111,655

 

 

2,719,086

 

 

4,153,311

 

Deactivated subscribers

 

 

(1,566,124

)

 

(1,509,356

)

 

(3,309,507

)

 

(2,925,103

)

 

 



 



 



 



 

Net additions

 

 

(185,999

)

 

602,299

 

 

(590,421

)

 

1,228,208

 

 

 



 



 



 



 

Ending subscribers

 

 

18,413,435

 

 

18,576,830

 

 

18,413,435

 

 

18,576,830

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

 

 

8,235,761

 

 

9,185,837

 

 

8,235,761

 

 

9,185,837

 

OEM

 

 

10,081,514

 

 

9,285,488

 

 

10,081,514

 

 

9,285,488

 

Rental

 

 

96,160

 

 

105,505

 

 

96,160

 

 

105,505

 

 

 



 



 



 



 

Ending subscribers

 

 

18,413,435

 

 

18,576,830

 

 

18,413,435

 

 

18,576,830

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

 

 

(301,295

)

 

(4,090

)

 

(669,326

)

 

(52,878

)

OEM

 

 

123,165

 

 

593,169

 

 

85,561

 

 

1,252,220

 

Rental

 

 

(7,869

)

 

13,220

 

 

(6,656

)

 

28,866

 

 

 



 



 



 



 

Net additions

 

 

(185,999

)

 

602,299

 

 

(590,421

)

 

1,228,208

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Self-pay

 

 

15,421,414

 

 

14,829,150

 

 

15,421,414

 

 

14,829,150

 

Paid promotional

 

 

2,992,021

 

 

3,747,680

 

 

2,992,021

 

 

3,747,680

 

 

 



 



 



 



 

Ending subscribers

 

 

18,413,435

 

 

18,576,830

 

 

18,413,435

 

 

18,576,830

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Self-pay

 

 

(14,996

)

 

515,744

 

 

(128,243

)

 

955,804

 

Paid promotional

 

 

(171,003

)

 

86,555

 

 

(462,178

)

 

272,404

 

 

 



 



 



 



 

Net additions

 

 

(185,999

)

 

602,299

 

 

(590,421

)

 

1,228,208

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Daily weighted average number of subscribers

 

 

18,438,473

 

 

18,240,018

 

 

18,575,219

 

 

17,931,515

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited Pro Forma

 

 

 


 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 


 


 

 

 

2009

 

2008

 

2009

 

2008

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average self-pay monthly churn (1)(7)

 

 

2.0

%

 

1.7

%

 

2.1

%

 

1.8

%

Conversion rate (2)(7)

 

 

44.4

%

 

50.6

%

 

44.7

%

 

50.8

%

ARPU (3)(7)

 

$

10.66

 

$

10.55

 

$

10.57

 

$

10.54

 

SAC, as adjusted, per gross subscriber addition (4)(7)

 

$

57

 

$

71

 

$

59

 

$

77

 

Customer service and billing expenses, as adjusted, per average subscriber (5)(7)

 

$

1.05

 

$

1.06

 

$

1.06

 

$

1.10

 

Total revenue

 

$

607,836

 

$

601,052

 

$

1,213,317

 

$

1,179,857

 

Free cash flow (6)(7)

 

$

12,694

 

$

(168,955

)

$

9,048

 

$

(480,054

)

Adjusted income (loss) from operations (8)

 

$

132,219

 

$

(61,118

)

$

241,055

 

$

(131,273

)

Net loss

 

$

(171,280

)

$

(203,471

)

$

(234,155

)

$

(436,858

)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited Pro Forma

 

 

 


 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 


 


 

(in thousands)

 

2009

 

2008

 

2009

 

2008

 

 

 


 


 


 


 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriber revenue, including effects of rebates

 

$

576,958

 

$

558,290

 

$

1,153,034

 

$

1,097,345

 

Advertising revenue, net of agency fees

 

 

12,564

 

 

18,764

 

 

24,869

 

 

36,290

 

Equipment revenue

 

 

10,928

 

 

15,447

 

 

20,837

 

 

25,831

 

Other revenue

 

 

7,386

 

 

8,551

 

 

14,577

 

 

20,391

 

 

 



 



 



 



 

Total revenue

 

 

607,836

 

 

601,052

 

 

1,213,317

 

 

1,179,857

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Satellite and transmission

 

 

18,659

 

 

25,467

 

 

38,401

 

 

51,202

 

Programming and content

 

 

87,707

 

 

101,871

 

 

184,386

 

 

209,793

 

Revenue share and royalties

 

 

117,671

 

 

123,309

 

 

238,932

 

 

234,451

 

Customer service and billing

 

 

58,054

 

 

58,236

 

 

117,723

 

 

118,302

 

Cost of equipment

 

 

8,051

 

 

15,702

 

 

16,044

 

 

31,840

 

Sales and marketing

 

 

48,610

 

 

103,326

 

 

99,212

 

 

182,403

 

Subscriber acquisition costs

 

 

80,988

 

 

150,585

 

 

164,698

 

 

311,919

 

General and administrative

 

 

45,754

 

 

67,980

 

 

94,331

 

 

139,460

 

Engineering, design and development

 

 

10,123

 

 

15,694

 

 

18,535

 

 

31,760

 

Depreciation and amortization

 

 

46,118

 

 

59,551

 

 

97,599

 

 

131,940

 

Share-based payment expense

 

 

31,003

 

 

30,098

 

 

52,501

 

 

69,864

 

Restructuring, impairments and related costs

 

 

27,000

 

 

 

 

27,614

 

 

 

 

 



 



 



 



 

Total operating expenses

 

 

579,738

 

 

751,819

 

 

1,149,976

 

 

1,512,934

 

 

 



 



 



 



 

Income (loss) from operations

 

 

28,098

 

 

(150,767

)

 

63,341

 

 

(333,077

)

Other expense

 

 

(198,263

)

 

(51,488

)

 

(295,267

)

 

(101,691

)

 

 



 



 



 



 

Loss before income taxes

 

 

(170,165

)

 

(202,255

)

 

(231,926

)

 

(434,768

)

Income tax expense

 

 

(1,115

)

 

(1,216

)

 

(2,229

)

 

(2,090

)

 

 



 



 



 



 

Net loss

 

$

(171,280

)

$

(203,471

)

$

(234,155

)

$

(436,858

)

 

 



 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actual

 

 

 


 

 

 

For the Three Months
Ended June 30,

 

For the Six Months
Ended June 30,

 

 

 


 


 

(in thousands, except per share data)

 

2009

 

2008

 

2009

 

2008

 

 

 


 


 


 


 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriber revenue, including effects of rebates

 

$

561,763

 

$

266,518

 

$

1,121,151

 

$

522,158

 

Advertising revenue, net of agency fees

 

 

12,564

 

 

8,332

 

 

24,869

 

 

16,740

 

Equipment revenue

 

 

10,928

 

 

7,956

 

 

20,837

 

 

14,019

 

Other revenue

 

 

5,574

 

 

211

 

 

10,951

 

 

450

 

 

 



 



 



 



 

Total revenue

 

 

590,829

 

 

283,017

 

 

1,177,808

 

 

553,367

 

Operating expenses (depreciation and amortization shown separately below) (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services:

 

 

 

 

 

 

 

 

 

 

 

 

 

Satellite and transmission

 

 

19,615

 

 

7,451

 

 

39,894

 

 

15,275

 

Programming and content

 

 

72,102

 

 

55,247

 

 

152,511

 

 

116,939

 

Revenue share and royalties

 

 

95,831

 

 

49,723

 

 

196,297

 

 

92,043

 

Customer service and billing

 

 

58,833

 

 

22,865

 

 

119,041

 

 

49,786

 

Cost of equipment

 

 

8,051

 

 

6,647

 

 

16,044

 

 

14,234

 

Sales and marketing

 

 

48,693

 

 

49,133

 

 

100,116

 

 

87,598

 

Subscriber acquisition costs

 

 

67,651

 

 

81,392

 

 

140,719

 

 

171,216

 

General and administrative

 

 

66,716

 

 

42,467

 

 

126,031

 

 

91,246

 

Engineering, design and development

 

 

11,944

 

 

9,028

 

 

21,723

 

 

17,684

 

Depreciation and amortization

 

 

77,158

 

 

27,113

 

 

159,524

 

 

54,019

 

Restructuring, impairments and related costs

 

 

27,000

 

 

 

 

27,614

 

 

 

 

 



 



 



 



 

Total operating expenses

 

 

553,594

 

 

351,066

 

 

1,099,514

 

 

710,040

 

 

 



 



 



 



 

Income (loss) from operations

 

 

37,235

 

 

(68,049

)

 

78,294

 

 

(156,673

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and investment income

 

 

901

 

 

1,425

 

 

1,641

 

 

4,227

 

Interest expense, net of amounts capitalized

 

 

(95,794

)

 

(16,745

)

 

(161,535

)

 

(34,421

)

Loss on extinguishment of debt and credit facilities, net

 

 

(107,756

)

 

 

 

(125,713

)

 

 

Gain on investments

 

 

8,422

 

 

 

 

516

 

 

 

Other income (expense)

 

 

749

 

 

13

 

 

1,259

 

 

(64

)

 

 



 



 



 



 

Total other expense

 

 

(193,478

)

 

(15,307

)

 

(283,832

)

 

(30,258

)

 

 



 



 



 



 

Loss before income taxes

 

 

(156,243

)

 

(83,356

)

 

(205,538

)

 

(186,931

)

Income tax expense

 

 

(1,115

)

 

(543

)

 

(2,229

)

 

(1,086

)

 

 



 



 



 



 

Net loss

 

 

(157,358

)

 

(83,899

)

 

(207,767

)

 

(188,017

)

Preferred stock beneficial conversion feature

 

 

 

 

 

 

(186,188

)

 

 

 

 



 



 



 



 

Net loss attributable to common stockholders

 

$

(157,358

)

$

(83,899

)

$

(393,955

)

$

(188,017

)

 

 



 



 



 



 

Net loss per common share (basic and diluted)

 

$

(0.04

)

$

(0.06

)

$

(0.11

)

$

(0.13

)

 

 



 



 



 



 

Weighted average common shares outstanding (basic and diluted)

 

 

3,586,742

 

 

1,499,723

 

 

3,555,489

 

 

1,487,610

 

 

 



 



 



 



 

(1) Amounts related to share-based payment expense included in operating expenses were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Satellite and transmission

 

$

1,177

 

$

759

 

$

1,934

 

$

1,555

 

Programming and content

 

 

1,891

 

 

1,160

 

 

4,381

 

 

3,949

 

Customer service and billing

 

 

779

 

 

265

 

 

1,318

 

 

541

 

Sales and marketing

 

 

3,072

 

 

2,464

 

 

7,358

 

 

7,704

 

Subscriber acquisition costs

 

 

 

 

 

 

 

 

14

 

General and administrative

 

 

20,961

 

 

11,457

 

 

31,699

 

 

23,455

 

Engineering, design and development

 

 

1,821

 

 

1,046

 

 

3,188

 

 

2,195

 

 

 



 



 



 



 

Total share-based payment expense

 

$

29,701

 

$

17,151

 

$

49,878

 

$

39,413

 

 

 



 



 



 



 



 

 

 

 

 

 

 

 

 

 

June 30, 2009

 

December 31, 2008

 

 

 


 


 

(in thousands, except share and per share data)

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

541,688

 

$

380,446

 

Accounts receivable, net of allowance for doubtful accounts of $10,313 and $10,860, respectively

 

 

77,263

 

 

102,024

 

Receivables from distributors

 

 

33,673

 

 

45,950

 

Inventory, net

 

 

27,886

 

 

24,462

 

Prepaid expenses

 

 

120,273

 

 

67,203

 

Related party current assets

 

 

108,527

 

 

114,177

 

Other current assets

 

 

57,613

 

 

58,744

 

 

 



 



 

Total current assets

 

 

966,923

 

 

793,006

 

Property and equipment, net

 

 

1,690,864

 

 

1,703,476

 

FCC licenses

 

 

2,083,654

 

 

2,083,654

 

Restricted investments

 

 

3,400

 

 

141,250

 

Deferred financing fees, net

 

 

63,279

 

 

40,156

 

Intangible assets, net

 

 

647,936

 

 

688,671

 

Goodwill

 

 

1,834,856

 

 

1,834,856

 

Related party long-term assets

 

 

118,628

 

 

124,607

 

Other long-term assets

 

 

97,792

 

 

81,019

 

 

 



 



 

Total assets

 

$

7,507,332

 

$

7,490,695

 

 

 



 



 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

512,581

 

$

642,820

 

Accrued interest

 

 

73,134

 

 

76,463

 

Current portion of deferred revenue

 

 

995,696

 

 

985,180

 

Current portion of deferred credit on executory contracts

 

 

244,116

 

 

234,774

 

Current maturities of long-term debt

 

 

286,045

 

 

399,726

 

Current maturities of long-term related party debt

 

 

787

 

 

 

Related party current liabilities

 

 

59,101

 

 

68,373

 

 

 



 



 

Total current liabilities

 

 

2,171,460

 

 

2,407,336

 

Deferred revenue

 

 

284,798

 

 

247,889

 

Deferred credit on executory contracts

 

 

918,678

 

 

1,037,190

 

Long-term debt

 

 

2,807,271

 

 

2,851,740

 

Long-term related party debt

 

 

222,096

 

 

 

Deferred tax liability

 

 

900,273

 

 

894,453

 

Related party long-term liabilities

 

 

21,123

 

 

 

Other long-term liabilities

 

 

37,929

 

 

43,550

 

 

 



 



 

Total liabilities

 

 

7,363,628

 

 

7,482,158

 

 

 



 



 

Commitments and contingencies

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Preferred stock, par value $0.001; 50,000,000 authorized at June 30, 2009 and December 31, 2008:

 

 

 

 

 

 

 

Series A convertible preferred stock (liquidation preference of $51,370 at June 30, 2009 and December 31, 2008); 24,808,959 shares issued and outstanding at June 30, 2009 and December 31, 2008

 

 

25

 

 

25

 

Convertible perpetual preferred stock, series B (liquidation preference of $13 and $0 at June 30, 2009 and December 31, 2008, respectively); 12,500,000 and zero shares issued and outstanding at June 30, 2009 and December 31, 2008, respectively

 

 

13

 

 

 

Convertible preferred stock, series C junior; no shares issued and outstanding at June 30, 2009 and December 31, 2008

 

 

 

 

 

Common stock, par value $0.001; 9,000,000,000 and 8,000,000,000 shares authorized at June 30, 2009 and December 31, 2008, respectively; 3,883,905,655 and 3,651,765,837 shares issued and outstanding at June 30, 2009 and December 31, 2008, respectively

 

 

3,884

 

 

3,652

 

Accumulated other comprehensive loss, net of tax

 

 

(6,986

)

 

(7,871

)

Additional paid-in capital

 

 

10,252,983

 

 

9,724,991

 

Accumulated deficit

 

 

(10,106,215

)

 

(9,712,260

)

 

 



 



 

Total stockholders’ equity

 

 

143,704

 

 

8,537

 

 

 



 



 

Total liabilities and stockholders’ equity

 

$

7,507,332

 

$

7,490,695

 

 

 



 



 



 

 

 

 

 

 

 

 

 

 

For the Six Months
Ended June 30,

 

 

 


 

(in thousands)

 

2009

 

2008

 

 

 


 


 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net loss

 

$

(207,767

)

$

(188,017

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

159,524

 

 

54,019

 

Non-cash interest expense, net of amortization of premium

 

 

26,799

 

 

1,971

 

Provision for doubtful accounts

 

 

16,278

 

 

5,048

 

Loss on extinguishment of debt and credit facilities, net

 

 

125,713

 

 

 

Write-down of long-lived assets

 

 

27,614

 

 

 

Amortization of deferred income related to equity method investment

 

 

(1,388

)

 

 

Loss on investments

 

 

6,353

 

 

 

Share-based payment expense

 

 

49,878

 

 

39,413

 

Deferred income taxes

 

 

2,229

 

 

1,086

 

Other non-cash purchase price adjustments

 

 

(85,223

)

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

 

8,483

 

 

11,834

 

Inventory

 

 

(3,424

)

 

5,921

 

Receivables from distributors

 

 

12,277

 

 

(11,102

)

Related party assets

 

 

11,629

 

 

 

Prepaid expenses and other current assets

 

 

24,052

 

 

14,594

 

Other long-term assets

 

 

34,476

 

 

5,399

 

Accounts payable and accrued expenses

 

 

(106,041

)

 

(97,463

)

Accrued interest

 

 

997

 

 

53

 

Deferred revenue

 

 

24,713

 

 

26,875

 

Related party liabilities

 

 

11,851

 

 

 

Other long-term liabilities

 

 

(2,164

)

 

(712

)

 

 



 



 

Net cash provided by (used in) operating activities

 

 

136,859

 

 

(131,081

)

 

 



 



 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Additions to property and equipment

 

 

(127,811

)

 

(73,698

)

Purchases of restricted and other investments

 

 

 

 

(3,000

)

Merger-related costs

 

 

 

 

(14,843

)

Sale of restricted and other investments

 

 

 

 

5,004

 

 

 



 



 

Net cash used in investing activities

 

 

(127,811

)

 

(86,537

)

 

 



 



 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Proceeds from exercise of warrants and stock options

 

 

 

 

181

 

Preferred stock issuance costs, net

 

 

(3,712

)

 

 

Long-term borrowings, net

 

 

384,876

 

 

 

Related party long-term borrowings, net

 

 

316,340

 

 

 

Payment of premiums on redemption of debt

 

 

(16,572

)

 

 

Repayment of long-term borrowings

 

 

(427,871

)

 

(1,250

)

Repayment of related party long-term borrowings

 

 

(100,867

)

 

 

 

 



 



 

Net cash provided by (used in) financing activities

 

 

152,194

 

 

(1,069

)

 

 



 



 

Net increase (decrease) in cash and cash equivalents

 

 

161,242

 

 

(218,687

)

Cash and cash equivalents at beginning of period

 

 

380,446

 

 

438,820

 

 

 



 



 

Cash and cash equivalents at end of period

 

$

541,688

 

$

220,133

 

 

 



 



 



FOOTNOTES TO PRESS RELEASE AND TABLES FOR NON-GAAP FINANCIAL MEASURES

 

 

(1)

Average self-pay monthly churn represents the monthly average of self-pay deactivations by the quarter divided by the average self-pay subscriber balance for the quarter.

 

 

(2)

We measure the percentage of subscribers that receive our service and convert to self-paying after the initial promotion period. We refer to this as the “conversion rate.” At the time of sale, vehicle owners generally receive between three and twelve month prepaid trial subscriptions and we receive a subscription fee from the OEM. Promotional periods generally include the period of trial service plus 30 days to handle the receipt and processing of payments. We measure conversion rate three months after the period in which the trial service ends. Based on our experience it may take up to 90 days after the trial service ends for subscribers to respond to our marketing communications and become self-paying subscribers.

 

 

(3)

ARPU is derived from total earned subscriber revenue and net advertising revenue, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period. ARPU is calculated as follows (in thousands, except for per subscriber amounts):


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited Pro Forma

 

 

 


 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 


 


 

 

 

2009

 

2008

 

2009

 

2008

 

 

 


 


 


 


 

Subscriber revenue

 

$

576,958

 

$

558,290

 

$

1,153,034

 

$

1,097,345

 

Net advertising revenue

 

 

12,564

 

 

18,764

 

 

24,869

 

 

36,290

 

 

 



 



 



 



 

Total subscriber and net advertising revenue

 

$

589,522

 

$

577,054

 

$

1,177,903

 

$

1,133,635

 

 

 



 



 



 



 

Daily weighted average number of subscribers

 

 

18,438,473

 

 

18,240,018

 

 

18,575,219

 

 

17,931,515

 

ARPU

 

$

10.66

 

$

10.55

 

$

10.57

 

$

10.54

 


 

 

(4)

SAC, as adjusted, per gross subscriber addition is derived from subscriber acquisition costs and margins from the direct sale of radios and accessories, excluding share-based payment expense divided by the number of gross subscriber additions for the period. SAC, as adjusted, per gross subscriber addition is calculated as follows (in thousands, except for per subscriber amounts):


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited Pro Forma

 

 

 


 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 


 


 

 

 

2009

 

2008

 

2009

 

2008

 

 

 


 


 


 


 

Subscriber acquisition cost

 

$

80,988

 

$

150,585

 

$

164,698

 

$

311,933

 

Less: share-based payment expense granted to third parties and employees

 

 

 

 

 

 

 

 

(14

)

Less/Add: margin from direct sales of radios and accessories

 

 

(2,877

)

 

255

 

 

(4,793

)

 

6,009

 

 

 



 



 



 



 

SAC, as adjusted

 

$

78,111

 

$

150,840

 

$

159,905

 

$

317,928

 

 

 



 



 



 



 

Gross subscriber additions

 

 

1,380,125

 

 

2,111,655

 

 

2,719,086

 

 

4,153,311

 

SAC, as adjusted, per gross subscriber addition

 

$

57

 

$

71

 

$

59

 

$

77

 


 

 

(5)

Customer service and billing expenses, as adjusted, per average subscriber is derived from total customer service and billing expenses, excluding share-based payment expense, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period. Customer service and billing expenses, as adjusted, per average subscriber is calculated



 

 

 

as follows (in thousands, except for per subscriber amounts):


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited Pro Forma

 

 

 


 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 


 


 

 

 

2009

 

2008

 

2009

 

2008

 

 

 


 


 


 


 

Customer service and billing expenses

 

$

58,959

 

$

59,253

 

$

119,284

 

$

120,484

 

Less: share-based payment expense

 

 

(905

)

 

(1,017

)

 

(1,561

)

 

(2,182

)

 

 



 



 



 



 

Customer service and billing expenses, as adjusted

 

$

58,054

 

$

58,236

 

$

117,723

 

$

118,302

 

 

 



 



 



 



 

Daily weighted average number of subscribers

 

 

18,438,473

 

 

18,240,018

 

 

18,575,219

 

 

17,931,515

 

Customer service and billing expenses, as adjusted, per average subscriber

 

$

1.05

 

$

1.06

 

$

1.06

 

$

1.10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6)    Free cash flow is calculated as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited Pro Forma

 

 

 


 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 


 


 

 

 

2009

 

2008

 

2009

 

2008

 

 

 


 


 


 


 

Net cash provided by (used in) operating activities

 

$

69,988

 

$

(119,107

)

$

136,859

 

$

(366,095

)

Additions to property and equipment

 

 

(56,671

)

 

(45,052

)

 

(127,811

)

 

(101,145

)

Merger related costs

 

 

(623

)

 

(4,825

)

 

 

 

(14,843

)

Restricted and other investment activity

 

 

 

 

29

 

 

 

 

2,029

 

 

 



 



 



 



 

Free cash flow

 

$

12,694

 

$

(168,955

)

$

9,048

 

$

(480,054

)

 

 



 



 



 



 


 

 

(7)

Average self-pay monthly churn; conversion rate; ARPU; SAC, as adjusted, per gross subscriber addition; customer service and billing expenses, as adjusted, per average subscriber; and free cash flow are not measures of financial performance under U.S. generally accepted accounting principles (“GAAP”). We believe these non-GAAP financial measures provide meaningful supplemental information regarding our operating performance and are used by us for budgetary and planning purposes; when publicly providing our business outlook; as a means to evaluate period-to-period comparisons; and to compare our performance to that of our competitors. We also believe that investors also use our current and projected metrics to monitor the performance of our business and to make investment decisions.

 

 

 

We believe the exclusion of share-based payment expense in our calculations of SAC, as adjusted, per gross subscriber addition and customer service and billing expenses, as adjusted, per average subscriber is useful given the significant variation in expense that can result from changes in the fair market value of our common stock, the effect of which is unrelated to the operational conditions that give rise to variations in the components of our subscriber acquisition costs and customer service and billing expenses. Specifically, the exclusion of share-based payment expense in our calculation of SAC, as adjusted, per gross subscriber addition is critical in being able to understand the economic impact of the direct costs incurred to acquire a subscriber and the effect over time as economies of scale are reached.

 

 

 

These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP. These non-GAAP financial measures 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.



 

 

(8)

We refer to net loss before interest and investment income, interest expense net of amounts capitalized, income tax expense, loss from redemption of debt, loss on investments, other expense (income), restructuring, impairments and related costs, depreciation and amortization, and share related payment expense as adjusted income (loss) from operations. Adjusted income (loss) from operations is not a measure of financial performance under U.S. GAAP. We believe adjusted income (loss) from operations is a useful measure of our operating performance. We use adjusted income (loss) from operations for budgetary and planning purposes; to assess the relative profitability and on-going performance of our consolidated operations; to compare our performance from period–to-period; and to compare our performance to that of our competitors. We also believe adjusted income (loss) from operations is useful to investors to compare our operating performance to the performance of other communications, entertainment and media companies. We believe that investors use current and projected adjusted income (loss) from operations to estimate our current or prospective enterprise value and to make investment decisions.

 

 

 

Because we fund and build-out our satellite radio system through the periodic raising and expenditure of large amounts of capital, our results of operations reflect significant charges for interest and depreciation expense. We believe adjusted income (loss) from operations provides useful information about the operating performance of our business apart from the costs associated with our capital structure and physical plant. The exclusion of interest and depreciation and amortization expense is useful given fluctuations in interest rates and significant variation in depreciation and amortization expense that can result from the amount and timing of capital expenditures and potential variations in estimated useful lives, all of which can vary widely across different industries or among companies within the same industry. We believe the exclusion of taxes is appropriate for comparability purposes as the tax positions of companies can vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the various jurisdictions in which they operate. We believe the exclusion of restructuring and related costs is useful given the non-recurring nature of these expenses. We also believe the exclusion of share-based payment expense is useful given the significant variation in expense that can result from changes in the fair market value of our common stock. To compensate for the exclusion of taxes, other income (expense), depreciation and amortization and share-based payment expense, we separately measure and budget for these items.

 

 

 

There are material limitations associated with the use of adjusted income (loss) from operations in evaluating our company compared with net loss, which reflects overall financial performance, including the effects of taxes, other income (expense), depreciation and amortization, restructuring impairments and related costs, and share-based payment expense. We use adjusted income (loss) from operations to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Investors that wish to compare and evaluate our operating results after giving effect for these costs, should refer to net loss as disclosed in our unaudited condensed consolidated statements of operations. Since adjusted income (loss) from operations is a non-GAAP financial measure, our calculation of adjusted income (loss) from operations 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 the pro forma unadjusted net loss to the pro forma adjusted income (loss) from operations is calculated as follows (see footnotes for reconciliation of the pro forma amounts to their respective GAAP amounts):



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited Pro Forma

 

 

 


 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 


 


 

(in thousands)

 

2009

 

2008

 

2009

 

2008

 

 

 


 


 


 


 

Reconciliation of Net loss to Adjusted income (loss) from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(171,280

)

$

(203,471

)

$

(234,155

)

$

(436,858

)

Add back Net loss items excluded from Adjusted income (loss) from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and investment income

 

 

(901

)

 

(2,168

)

 

(1,641

)

 

(6,646

)

Interest expense, net of amounts capitalized

 

 

100,579

 

 

47,225

 

 

172,970

 

 

94,228

 

Income tax expense

 

 

1,115

 

 

1,216

 

 

2,229

 

 

2,090

 

Loss on extinguishment of debt and credit facilities, net

 

 

107,756

 

 

 

 

125,713

 

 

 

(Gain) loss on investments

 

 

(8,422

)

 

4,373

 

 

(516

)

 

8,550

 

Other expense (income)

 

 

(749

)

 

2,058

 

 

(1,259

)

 

5,559

 

 

 



 



 



 



 

Income (loss) from operations

 

 

28,098

 

 

(150,767

)

 

63,341

 

 

(333,077

)

Restructuring, impairments and related costs

 

 

27,000

 

 

 

 

27,614

 

 

 

Depreciation and amortization

 

 

46,118

 

 

59,551

 

 

97,599

 

 

131,940

 

Share-based payment expense

 

 

31,003

 

 

30,098

 

 

52,501

 

 

69,864

 

 

 



 



 



 



 

Adjusted income (loss) from operations

 

$

132,219

 

$

(61,118

)

$

241,055

 

$

(131,273

)

 

 



 



 



 



 

There are material limitations associated with the use of a pro forma unadjusted results of operations in evaluating our company compared with our GAAP results of operations, which reflects overall financial performance. We use pro forma unadjusted results of operations to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Investors that wish to compare and evaluate our operating results after giving effect for these costs, should refer to results of operations as disclosed in our unaudited condensed consolidated statements of operations. Since pro forma unadjusted results of operations is a non-GAAP financial measure, our 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.


 

 

(9)

The following tables reconcile our GAAP results of operations to our non-GAAP pro forma unadjusted results of operations.


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited For the Three Months Ended June 30, 2009

 

 

 


 

 

 

As Reported

 

Purchase Price
Accounting
Adjustments

 

Allocation of
Share-based
Payment
Expense

 

Pro Forma

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriber revenue, including effects of rebates

 

$

561,763

 

$

15,195

 

$

 

$

576,958

 

Advertising revenue, net of agency fees

 

 

12,564

 

 

 

 

 

 

12,564

 

Equipment revenue

 

 

10,928

 

 

 

 

 

 

10,928

 

Other revenue

 

 

5,574

 

 

1,812

 

 

 

 

7,386

 

 

 



 



 



 



 

Total revenue

 

 

590,829

 

 

17,007

 

 

 

 

607,836

 

Operating expenses (excludes depreciation and amortization shown separately below) (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services:

 

 

 

 

 

 

 

 

 

 

 

 

 

Satellite and transmission

 

 

19,615

 

 

354

 

 

(1,310

)

 

18,659

 

Programming and content

 

 

72,102

 

 

17,701

 

 

(2,096

)

 

87,707

 

Revenue share and royalties

 

 

95,831

 

 

21,840

 

 

 

 

117,671

 

Customer service and billing

 

 

58,833

 

 

126

 

 

(905

)

 

58,054

 

Cost of equipment

 

 

8,051

 

 

 

 

 

 

8,051

 

Sales and marketing

 

 

48,693

 

 

3,173

 

 

(3,256

)

 

48,610

 

Subscriber acquisition costs

 

 

67,651

 

 

13,337

 

 

 

 

80,988

 

General and administrative

 

 

66,716

 

 

406

 

 

(21,368

)

 

45,754

 

Engineering, design and development

 

 

11,944

 

 

247

 

 

(2,068

)

 

10,123

 

Depreciation and amortization

 

 

77,158

 

 

(31,040

)

 

 

 

46,118

 

Share-based payment expense

 

 

 

 

 

 

31,003

 

 

31,003

 

Restructuring, impairments and related costs

 

 

27,000

 

 

 

 

 

 

27,000

 

 

 



 



 



 



 

Total operating expenses

 

 

553,594

 

 

26,144

 

 

 

 

579,738

 

 

 



 



 



 



 

Income (loss) from operations

 

 

37,235

 

 

(9,137

)

 

 

 

28,098

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and investment income

 

 

901

 

 

 

 

 

 

901

 

Interest expense, net of amounts capitalized

 

 

(95,794

)

 

(4,785

)

 

 

 

(100,579

)

Loss on extinguishment of debt and credit facilities, net

 

 

(107,756

)

 

 

 

 

 

(107,756

)

Gain on investments

 

 

8,422

 

 

 

 

 

 

8,422

 

Other (expense) income

 

 

749

 

 

 

 

 

 

749

 

 

 



 



 



 



 

Total other expense

 

 

(193,478

)

 

(4,785

)

 

 

 

(198,263

)

 

 



 



 



 



 

Loss before income taxes

 

 

(156,243

)

 

(13,922

)

 

 

 

(170,165

)

Income tax expense

 

 

(1,115

)

 

 

 

 

 

(1,115

)

 

 



 



 



 



 

Net loss

 

$

(157,358

)

$

(13,922

)

$

 

$

(171,280

)

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Amounts related to share-based payment expense included in operating expenses were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Satellite and transmission

 

$

1,177

 

$

133

 

$

 

$

1,310

 

Programming and content

 

 

1,891

 

 

205

 

 

 

 

2,096

 

Customer service and billing

 

 

779

 

 

126

 

 

 

 

905

 

Sales and marketing

 

 

3,072

 

 

184

 

 

 

 

3,256

 

Subscriber acquisition costs

 

 

 

 

 

 

 

 

 

General and administrative

 

 

20,961

 

 

407

 

 

 

 

21,368

 

Engineering, design and development

 

 

1,821

 

 

247

 

 

 

 

2,068

 

 

 



 



 



 



 

Total share-based payment expense

 

$

29,701

 

$

1,302

 

$

 

$

31,003

 

 

 



 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited For the Three Months Ended June 30, 2008

 

 

 


 

 

 

As Reported

 

Predecessor
Financial
Information

 

Allocation of
Share-based
Payment
Expense

 

Pro Forma

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriber revenue, including effects of rebates

 

$

266,518

 

$

291,772

 

$

 

$

558,290

 

Advertising revenue, net of agency fees

 

 

8,332

 

 

10,432

 

 

 

 

18,764

 

Equipment revenue

 

 

7,956

 

 

7,491

 

 

 

 

15,447

 

Other revenue

 

 

211

 

 

8,340

 

 

 

 

8,551

 

 

 



 



 



 



 

Total revenue

 

 

283,017

 

 

318,035

 

 

 

 

601,052

 

Operating expenses (excludes depreciation and amortization shown separately below) (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services:

 

 

 

 

 

 

 

 

 

 

 

 

 

Satellite and transmission

 

 

7,451

 

 

19,780

 

 

(1,764

)

 

25,467

 

Programming and content

 

 

55,247

 

 

49,604

 

 

(2,980

)

 

101,871

 

Revenue share and royalties

 

 

49,723

 

 

73,586

 

 

 

 

123,309

 

Customer service and billing

 

 

22,865

 

 

36,388

 

 

(1,017

)

 

58,236

 

Cost of equipment

 

 

6,647

 

 

9,055

 

 

 

 

15,702

 

Sales and marketing

 

 

49,133

 

 

59,280

 

 

(5,087

)

 

103,326

 

Subscriber acquisition costs

 

 

81,392

 

 

69,193

 

 

 

 

150,585

 

General and administrative

 

 

42,467

 

 

42,015

 

 

(16,502

)

 

67,980

 

Engineering, design and development

 

 

9,028

 

 

9,414

 

 

(2,748

)

 

15,694

 

Depreciation and amortization

 

 

27,113

 

 

32,438

 

 

 

 

59,551

 

Share-based payment expense

 

 

 

 

 

 

30,098

 

 

30,098

 

 

 



 



 



 



 

Total operating expenses

 

 

351,066

 

 

400,753

 

 

 

 

751,819

 

 

 



 



 



 



 

Loss from operations

 

 

(68,049

)

 

(82,718

)

 

 

 

(150,767

)

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and investment income

 

 

1,425

 

 

743

 

 

 

 

2,168

 

Interest expense, net of amounts capitalized

 

 

(16,745

)

 

(30,480

)

 

 

 

(47,225

)

Loss on extinguishment of debt and credit facilities, net

 

 

 

 

 

 

 

 

 

Loss on investments

 

 

 

 

(4,373

)

 

 

 

(4,373

)

Other (expense) income

 

 

13

 

 

(2,071

)

 

 

 

(2,058

)

 

 



 



 



 



 

Total other expense

 

 

(15,307

)

 

(36,181

)

 

 

 

(51,488

)

 

 



 



 



 



 

Loss before income taxes

 

 

(83,356

)

 

(118,899

)

 

 

 

(202,255

)

Income tax expense

 

 

(543

)

 

(673

)

 

 

 

(1,216

)

 

 



 



 



 



 

Net loss

 

$

(83,899

)

$

(119,572

)

$

 

$

(203,471

)

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Amounts related to share-based payment expense included in operating expenses were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Satellite and transmission

 

$

759

 

$

1,005

 

$

 

$

1,764

 

Programming and content

 

 

1,160

 

 

1,820

 

 

 

 

2,980

 

Customer service and billing

 

 

265

 

 

752

 

 

 

 

1,017

 

Sales and marketing

 

 

2,464

 

 

2,623

 

 

 

 

5,087

 

Subscriber acquisition costs

 

 

 

 

 

 

 

 

 

General and administrative

 

 

11,457

 

 

5,045

 

 

 

 

16,502

 

Engineering, design and development

 

 

1,046

 

 

1,702

 

 

 

 

2,748

 

 

 



 



 



 



 

Total share-based payment expense

 

$

17,151

 

$

12,947

 

$

 

$

30,098

 

 

 



 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited For the Six Months Ended June 30, 2009

 

 

 


 

 

 

As Reported

 

Purchase Price
Accounting
Adjustments

 

Allocation of Share-
based Payment
Expense

 

Pro Forma

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriber revenue, including effects of rebates

 

$

1,121,151

 

$

31,883

 

$

 

$

1,153,034

 

Advertising revenue, net of agency fees

 

 

24,869

 

 

 

 

 

 

24,869

 

Equipment revenue

 

 

20,837

 

 

 

 

 

 

20,837

 

Other revenue

 

 

10,951

 

 

3,626

 

 

 

 

14,577

 

 

 



 



 



 



 

Total revenue

 

 

1,177,808

 

 

35,509

 

 

 

 

1,213,317

 

Operating expenses (excludes depreciation and amortization shown separately below) (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services:

 

 

 

 

 

 

 

 

 

 

 

 

 

Satellite and transmission

 

 

39,894

 

 

681

 

 

(2,174

)

 

38,401

 

Programming and content

 

 

152,511

 

 

36,592

 

 

(4,717

)

 

184,386

 

Revenue share and royalties

 

 

196,297

 

 

42,635

 

 

 

 

238,932

 

Customer service and billing

 

 

119,041

 

 

243

 

 

(1,561

)

 

117,723

 

Cost of equipment

 

 

16,044

 

 

 

 

 

 

16,044

 

Sales and marketing

 

 

100,116

 

 

6,831

 

 

(7,735

)

 

99,212

 

Subscriber acquisition costs

 

 

140,719

 

 

23,979

 

 

 

 

164,698

 

General and administrative

 

 

126,031

 

 

878

 

 

(32,578

)

 

94,331

 

Engineering, design and development

 

 

21,723

 

 

548

 

 

(3,736

)

 

18,535

 

Depreciation and amortization

 

 

159,524

 

 

(61,925

)

 

 

 

97,599

 

Share-based payment expense

 

 

 

 

 

 

52,501

 

 

52,501

 

Restructuring, impairments and related costs

 

 

27,614

 

 

 

 

 

 

27,614

 

 

 



 



 



 



 

Total operating expenses

 

 

1,099,514

 

 

50,462

 

 

 

 

1,149,976

 

 

 



 



 



 



 

Income (loss) from operations

 

 

78,294

 

 

(14,953

)

 

 

 

63,341

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and investment income

 

 

1,641

 

 

 

 

 

 

1,641

 

Interest expense, net of amounts capitalized

 

 

(161,535

)

 

(11,435

)

 

 

 

(172,970

)

Loss on extinguishment of debt and credit facilities, net

 

 

(125,713

)

 

 

 

 

 

(125,713

)

Gain on investments

 

 

516

 

 

 

 

 

 

516

 

Other (expense) income

 

 

1,259

 

 

 

 

 

 

1,259

 

 

 



 



 



 



 

Total other expense

 

 

(283,832

)

 

(11,435

)

 

 

 

(295,267

)

 

 



 



 



 



 

Loss before income taxes

 

 

(205,538

)

 

(26,388

)

 

 

 

(231,926

)

Income tax expense

 

 

(2,229

)

 

 

 

 

 

(2,229

)

 

 



 



 



 



 

Net loss

 

$

(207,767

)

$

(26,388

)

$

 

$

(234,155

)

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Amounts related to share-based payment expense included in operating expenses were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Satellite and transmission

 

$

1,934

 

$

240

 

$

 

$

2,174

 

Programming and content

 

 

4,381

 

 

336

 

 

 

 

4,717

 

Customer service and billing

 

 

1,318

 

 

243

 

 

 

 

1,561

 

Sales and marketing

 

 

7,358

 

 

377

 

 

 

 

7,735

 

Subscriber acquisition costs

 

 

 

 

 

 

 

 

 

General and administrative

 

 

31,699

 

 

879

 

 

 

 

32,578

 

Engineering, design and development

 

 

3,188

 

 

548

 

 

 

 

3,736

 

 

 



 



 



 



 

Total share-based payment expense

 

$

49,878

 

$

2,623

 

$

 

$

52,501

 

 

 



 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited For the Six Months Ended June 30, 2008

 

 

 


 

 

 

As Reported

 

Predecessor
Financial
Information

 

Allocation of
Share-based
Payment
Expense

 

Pro Forma

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriber revenue, including effects of rebates

 

$

522,158

 

$

575,187

 

$

 

$

1,097,345

 

Advertising revenue, net of agency fees

 

 

16,740

 

 

19,550

 

 

 

 

36,290

 

Equipment revenue

 

 

14,019

 

 

11,812

 

 

 

 

25,831

 

Other revenue

 

 

450

 

 

19,941

 

 

 

 

20,391

 

 

 



 



 



 



 

Total revenue

 

 

553,367

 

 

626,490

 

 

 

 

1,179,857

 

Operating expenses (excludes depreciation and amortization shown separately below) (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services:

 

 

 

 

 

 

 

 

 

 

 

 

 

Satellite and transmission

 

 

15,275

 

 

39,922

 

 

(3,995

)

 

51,202

 

Programming and content

 

 

116,939

 

 

101,166

 

 

(8,312

)

 

209,793

 

Revenue share and royalties

 

 

92,043

 

 

142,408

 

 

 

 

234,451

 

Customer service and billing

 

 

49,786

 

 

70,698

 

 

(2,182

)

 

118,302

 

Cost of equipment

 

 

14,234

 

 

17,606

 

 

 

 

31,840

 

Sales and marketing

 

 

87,598

 

 

108,786

 

 

(13,981

)

 

182,403

 

Subscriber acquisition costs

 

 

171,216

 

 

140,717

 

 

(14

)

 

311,919

 

General and administrative

 

 

91,246

 

 

83,235

 

 

(35,021

)

 

139,460

 

Engineering, design and development

 

 

17,684

 

 

20,435

 

 

(6,359

)

 

31,760

 

Depreciation and amortization

 

 

54,019

 

 

77,921

 

 

 

 

131,940

 

Share-based payment expense

 

 

 

 

 

 

69,864

 

 

69,864

 

 

 



 



 



 



 

Total operating expenses

 

 

710,040

 

 

802,894

 

 

 

 

1,512,934

 

 

 



 



 



 



 

Loss from operations

 

 

(156,673

)

 

(176,404

)

 

 

 

(333,077

)

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and investment income

 

 

4,227

 

 

2,419

 

 

 

 

6,646

 

Interest expense, net of amounts capitalized

 

 

(34,421

)

 

(59,807

)

 

 

 

(94,228

)

Loss on extinguishment of debt and credit facilities, net

 

 

 

 

 

 

 

 

 

Loss on investments

 

 

 

 

(8,550

)

 

 

 

(8,550

)

Other (expense) income

 

 

(64

)

 

(5,495

)

 

 

 

(5,559

)

 

 



 



 



 



 

Total other expense

 

 

(30,258

)

 

(71,433

)

 

 

 

(101,691

)

 

 



 



 



 



 

Loss before income taxes

 

 

(186,931

)

 

(247,837

)

 

 

 

(434,768

)

Income tax expense

 

 

(1,086

)

 

(1,004

)

 

 

 

(2,090

)

 

 



 



 



 



 

Net loss

 

$

(188,017

)

$

(248,841

)

$

 

$

(436,858

)

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Amounts related to share-based payment expense included in operating expenses were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Satellite and transmission

 

$

1,555

 

$

2,440

 

$

 

$

3,995

 

Programming and content

 

 

3,949

 

 

4,363

 

 

 

 

8,312

 

Customer service and billing

 

 

541

 

 

1,641

 

 

 

 

2,182

 

Sales and marketing

 

 

7,704

 

 

6,277

 

 

 

 

13,981

 

Subscriber acquisition costs

 

 

14

 

 

 

 

 

 

14

 

General and administrative

 

 

23,455

 

 

11,566

 

 

 

 

35,021

 

Engineering, design and development

 

 

2,195

 

 

4,164

 

 

 

 

6,359

 

 

 



 



 



 



 

Total share-based payment expense

 

$

39,413

 

$

30,451

 

$

 

$

69,864

 

 

 



 



 



 



 



 

 

(10)

The following table reconciles our GAAP Net loss attributable to common stockholders to our non-GAAP Net loss before preferred stock beneficial conversion feature and Net loss before preferred stock beneficial conversion feature per common share (basic and diluted).


 

 

 

 

 

 

 

 

 

 

For the Six Months
Ended June 30,

 

 

 


 


 

(in thousands, except per share data)

 

2009

 

2008

 

 

 


 


 

Net loss attributable to common stockholders

 

$

(393,955

)

$

(188,017

)

Less: Preferred stock beneficial conversion feature

 

 

(186,188

)

 

 

 

 



 



 

Net loss before preferred stock beneficial conversion feature

 

$

(207,767

)

$

(188,017

)

 

 



 



 

Net loss before preferred stock beneficial conversion feature per common share (basic and diluted)

 

$

(0.06

)

$

(0.13

)

 

 



 



 

Weighted average common shares outstanding (basic and diluted)

 

 

3,555,489

 

 

1,487,610

 

 

 



 



 

####

About SIRIUS XM Radio

SIRIUS XM Radio is America’s satellite radio company delivering to subscribers commercial-free music channels, premier sports, news, talk, entertainment, and traffic and weather.

SIRIUS XM Radio has content relationships with an array of personalities and artists, including Howard Stern, Martha Stewart, Oprah Winfrey, Jimmy Buffett, Jamie Foxx, Barbara Walters, Opie & Anthony, Bubba the Love Sponge®, The Grateful Dead, Willie Nelson, Bob Dylan, Tom Petty, and Bob Edwards. SIRIUS XM Radio is the leader in sports programming as the Official Satellite Radio Partner of the NFL, Major League Baseball®, NASCAR®, NBA, NHL®, and PGA TOUR®, and broadcasts major college sports.

SIRIUS XM Radio has arrangements with every major automaker. SIRIUS XM Radio products are available at shop.sirius.com and shop.xmradio.com, and at retail locations nationwide, including Best Buy, RadioShack, Target, Sam’s Club, and Wal-Mart.

SIRIUS XM Radio also offers SIRIUS Backseat TV, the first ever live in-vehicle rear seat entertainment featuring Nickelodeon, Disney Channel and Cartoon Network; XM NavTraffic® service for GPS navigation systems delivers real-time traffic information, including accidents and road construction, for more than 80 North American markets.

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the benefits of the business combination transaction involving SIRIUS and XM, including potential synergies and cost savings and the timing thereof, future financial and operating results, the combined company’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “ are expected to,” “anticipate,” “believe,” “plan,” “estimate,” “intend,” “will,” “should,” “may,” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of SIRIUS’ and XM’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of SIRIUS and XM. Actual results may differ materially from the results anticipated in these forward-looking statements.


The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statement: our substantial indebtedness; the businesses of SIRIUS and XM may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; the useful life of our satellites; our dependence upon automakers and other third parties; our competitive position versus other forms of audio and video entertainment; and general economic conditions. Additional factors that could cause SIRIUS’ and XM’s results to differ materially from those described in the forward-looking statements can be found in SIRIUS’ Annual Report on Form 10-K for the year ended December 31, 2008 and XM’s Annual Report on Form 10-K for the year ended December 31, 2008, which are filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s Internet site (http://www.sec.gov). The information set forth herein speaks only as of the date hereof, and SIRIUS and XM disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication.

E-SIRI

Contact Information for Investors and Financial Media:

Paul Blalock
SIRIUS XM Radio
212 584 5174
paul.blalock@siriusxm.com

Patrick Reilly
SIRIUS XM Radio
212 901 6646
patrick.reilly@siriusxm.com

Hooper Stevens
SIRIUS XM Radio
212 901 6718
hooper.stevens@siriusxm.com