Exhibit 99.1
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SIRIUS XM RADIO REPORTS SECOND QUARTER 2009 RESULTS |
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Adjusted Income from Operations of $132 Million An Improvement of $193 Million Year Over Year |
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Pro Forma Total Revenue of $608 Million, Up 1% |
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EPS Excluding Charges ($0.01) vs. ($0.06) Year Over Year, In-line with Wall Street Estimates |
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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 companys 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 XMs 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 counterpartys 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 companys 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 XMs EVP and CFO.
Based upon the companys current plans, it has sufficient cash, cash equivalents, available borrowings under credit facilities and marketable securities to cover the companys 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 companys 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 companys multi-subscription packages and revenues earned on the companys 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 companys 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 counterpartys 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 XMs Amended and Restated Credit Agreement and its Second-Lien Credit Agreement. Interest expense increased due primarily to the issuance of XMs 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 companys multi-subscription packages and revenues earned on the companys 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 companys multi-subscription packages and revenues earned on its internet packages, partially offset by a decline in net advertising revenue per average subscriber.
The companys 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 companys 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 counterpartys 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 XMs Amended and Restated Credit Agreement and its Second-Lien Credit Agreement. Interest expense increased due primarily to the issuance of XMs 13% Senior Notes due 2013 and the 7% Exchangeable Senior Subordinated Notes due 2014 in the third quarter of 2008.
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Unaudited |
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Three Months Ended |
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Six Months Ended |
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2009 |
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2008 |
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2009 |
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2008 |
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(Actual) |
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(Pro Forma) |
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(Actual) |
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(Pro Forma) |
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Beginning subscribers |
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18,599,434 |
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17,974,531 |
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19,003,856 |
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17,348,622 |
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Gross subscriber additions |
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1,380,125 |
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2,111,655 |
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2,719,086 |
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4,153,311 |
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Deactivated subscribers |
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(1,566,124 |
) |
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(1,509,356 |
) |
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(3,309,507 |
) |
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(2,925,103 |
) |
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Net additions |
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(185,999 |
) |
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602,299 |
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(590,421 |
) |
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1,228,208 |
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Ending subscribers |
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18,413,435 |
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18,576,830 |
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18,413,435 |
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18,576,830 |
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Retail |
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8,235,761 |
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9,185,837 |
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8,235,761 |
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9,185,837 |
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OEM |
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10,081,514 |
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9,285,488 |
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|
10,081,514 |
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9,285,488 |
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Rental |
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|
96,160 |
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|
105,505 |
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|
96,160 |
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|
105,505 |
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Ending subscribers |
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18,413,435 |
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18,576,830 |
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|
18,413,435 |
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|
18,576,830 |
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Retail |
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(301,295 |
) |
|
(4,090 |
) |
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(669,326 |
) |
|
(52,878 |
) |
OEM |
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|
123,165 |
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|
593,169 |
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|
85,561 |
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|
1,252,220 |
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Rental |
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|
(7,869 |
) |
|
13,220 |
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|
(6,656 |
) |
|
28,866 |
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|
|
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Net additions |
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|
(185,999 |
) |
|
602,299 |
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|
(590,421 |
) |
|
1,228,208 |
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Self-pay |
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|
15,421,414 |
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|
14,829,150 |
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|
15,421,414 |
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|
14,829,150 |
|
Paid promotional |
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|
2,992,021 |
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|
3,747,680 |
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|
2,992,021 |
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|
3,747,680 |
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|
|
|
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|
|
|
|
|
|
|
|
|
|
Ending subscribers |
|
|
18,413,435 |
|
|
18,576,830 |
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|
18,413,435 |
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|
18,576,830 |
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Self-pay |
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|
(14,996 |
) |
|
515,744 |
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|
(128,243 |
) |
|
955,804 |
|
Paid promotional |
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(171,003 |
) |
|
86,555 |
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|
(462,178 |
) |
|
272,404 |
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Net additions |
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|
(185,999 |
) |
|
602,299 |
|
|
(590,421 |
) |
|
1,228,208 |
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Daily weighted average number of subscribers |
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18,438,473 |
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|
18,240,018 |
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|
18,575,219 |
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|
17,931,515 |
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Unaudited Pro Forma |
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Three Months Ended |
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Six Months Ended |
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|
2009 |
|
2008 |
|
2009 |
|
2008 |
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Average self-pay monthly churn (1)(7) |
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2.0 |
% |
|
1.7 |
% |
|
2.1 |
% |
|
1.8 |
% |
Conversion rate (2)(7) |
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|
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 |
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||||||||||
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|
||||||||||
|
|
Three Months Ended |
|
Six Months Ended |
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(in thousands) |
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
||||
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|
||||
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 |
|
For the Six Months |
|
||||||||
|
|
|
|
|
|
||||||||
(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 |
|
||||
|
|
|
|
||||
(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 |
|
Six Months Ended |
|
||||||||
|
|
|
|
|
|
||||||||
|
|
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 |
|
Six Months Ended |
|
||||||||
|
|
|
|
|
|
||||||||
|
|
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 |
|
Six Months Ended |
|
||||||||
|
|
|
|
|
|
||||||||
|
|
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 |
|
Six Months Ended |
|
||||||||
|
|
|
|
|
|
||||||||
|
|
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 periodto-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 |
|
Six Months Ended |
|
||||||||
|
|
|
|
|
|
||||||||
(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 |
|
Allocation of |
|
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 |
|
Allocation of |
|
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 |
|
Allocation of Share- |
|
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 |
|
Allocation of |
|
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 |
|
||||
|
|
|
|
|
|
||
(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 Americas 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, Sams 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 companys 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 XMs 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 XMs 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 XMs 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 SECs 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