Exhibit 99.1

(SIRIUSXM LOGO)

SiriusXM Reports 2011 Results

 

 

 

 

Subscribers Grow to Record 21.9 Million

 

Record Revenue of $3.01 Billion, Up 7% Over 2010

 

Adjusted EBITDA Reaches Record $731 Million, Up 17% Over 2010

 

Record Free Cash Flow of $416 Million, Up 98% Over 2010

 

2012 Adjusted EBITDA Guidance Raised to $875 Million

 

Company Projects 1.3 Million Net Subscriber Additions in 2012

NEW YORK – February 9, 2012 – Sirius XM Radio (NASDAQ: SIRI) today announced full year 2011 financial and operating results, including revenue of $3.01 billion, up 7% over 2010 revenue of $2.82 billion, and adjusted EBITDA of $731 million, up 17% from $626 million in 2010.

“We are proud to announce that SiriusXM delivered another record-setting year in 2011, meeting or exceeding all of our guidance. Our strong content and subscriber focus helped set a post-merger record of 1.7 million net subscriber additions, and we achieved record levels of revenue, adjusted EBITDA and free cash flow. We expanded our adjusted EBITDA margins to 24% by tightly controlling costs and growing our revenue. Our improved profitability, coupled with lower capital expenditures, contributed to a substantial increase in our free cash flow,” noted Mel Karmazin, Chief Executive Officer, SiriusXM.

“In 2012, we expect to accelerate our revenue and adjusted EBITDA growth, and we project our free cash flow will jump by approximately 70% to $700 million. Our subscriber base will once again end this year at another all-time record high,” said Karmazin. “We continue to invest in improving the subscriber experience, all with the goal of keeping our subscribers engaged and entertained. All of us here at SiriusXM look forward to another fantastic year of subscriber growth and improved financial performance.”

Additional highlights from 2011 include:

 

 

 

 

Subscriber growth continues. Gross additions climbed 12% to an all-time high of 8.7 million, net subscriber additions improved by 20% to 1.7 million from 1.4 million in 2010, and the subscriber base rose to an all-time high of 21.9 million subscribers at year-end. Self-pay net additions were 1.2 million in 2011, up 24% from 1.0 million in 2010.




 

 

 

 

Stable churn. Self-pay churn was 1.9% in 2011, in-line with 2010’s results. New vehicle consumer conversion rate was 45% in 2011 compared to 46% in 2010.

 

Strong cost controls. Total cash operating expenses rose 3.7%, while fixed expenses declined by 1.9%.

 

SAC per gross addition declined. Subscriber acquisition costs (SAC) per gross addition improved by 7% to $55 in 2011 from $59 in 2010.

 

Free cash flow grew. Free cash flow climbed to $416 million, up 98% from the $210 million generated in 2010 due to higher operating cash flow and lower capital expenditures.

GAAP net income for 2011 and 2010 was $427 million and $43 million, respectively, or $0.07 and $0.01 per diluted share, respectively.

“We ended the year with $774 million of cash, even after reducing our long-term debt by over $200 million in 2011. Our leverage at year-end improved to 4.1x our adjusted EBITDA on a gross basis and 3.1x on a net basis,” said David Frear, SiriusXM’s Executive Vice President and Chief Financial Officer. “With no debt maturities due this year and our growing free cash flow, we expect to end 2012 with nearly $1.5 billion of cash.”

FOURTH QUARTER 2011 HIGHLIGHTS

Fourth quarter 2011 revenue of $784 million was up 7% from the $736 million in the fourth quarter of 2010, while adjusted EBITDA was $167 million in the fourth quarter of 2011, up 16% from the $144 million in the fourth quarter of 2010.

Highlights from the fourth quarter include:

 

 

 

 

Net subscriber additions climb. Net subscriber additions were 542,966, up 65% compared to the fourth quarter of 2010. Net self-pay subscriber additions were 374,432, an increase of 7% versus the fourth quarter of 2010.

 

SAC per gross addition improves. Subscriber acquisition cost (SAC) per gross subscriber addition was $55 in the fourth quarter of 2011, a 5% improvement from the $58 reported in the fourth quarter of 2010.

 

Churn remained stable. Average self-pay monthly customer churn was 1.9% in the fourth quarter of 2011, in-line with the 1.9% reported in the fourth quarter of 2010. New vehicle consumer conversion rate was 44% in the fourth quarter of 2011 compared to 45% in the fourth quarter of 2010.

 

Free cash flow rises. Free cash flow in the fourth quarter of 2011 was $192 million, an increase of 15% compared to $167 million in the fourth quarter of 2010.

GAAP net income (loss) for the fourth quarter of 2011 and 2010 was $71 million and ($81) million, respectively, or $0.01 and ($0.02) per diluted share, respectively.

The discussion of adjusted EBITDA excludes the effects of stock-based compensation and certain purchase price accounting adjustments. A reconciliation of non-GAAP items to their nearest GAAP equivalent is contained in the financial supplements included with this release.


2012 GUIDANCE

The Company expects its subscriber base to grow by approximately 1.3 million net subscribers and end the year at approximately 23.2 million. The company now expects adjusted EBITDA in 2012 of approximately $875 million, an increase from prior guidance of $860 million. The Company reiterates its existing 2012 revenue and free cash flow guidance:

 

 

 

 

Revenue of approximately $3.3 billion, and

 

Free cash flow of approximately $700 million.

“With auto sales expected to rise in 2012, and what appears to be only a modest increase in churn associated with our January price increase, we expect to grow our net new subscribers by roughly 1.3 million in 2012, continuing our strong multi-year track record of subscriber growth,” said Karmazin.

2011 RESULTS

          Subscriber Data.

          The following table contains actual subscriber data for the three and twelve months ended December 31, 2011 and 2010, respectively:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited

 

 

 


 

 

 

For the Three Months Ended December 31,

 

For the Twelve Months Ended December 31,

 

 

 


 


 

 

 

2011

 

2010

 

2011

 

2010

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning subscribers

 

 

21,349,858

 

 

19,862,175

 

 

20,190,964

 

 

18,772,758

 

Gross subscriber additions

 

 

2,326,174

 

 

2,075,418

 

 

8,696,020

 

 

7,768,827

 

Deactivated subscribers

 

 

(1,783,208

)

 

(1,746,629

)

 

(6,994,160

)

 

(6,350,621

)

 

 



 



 



 



 

Net additions

 

 

542,966

 

 

328,789

 

 

1,701,860

 

 

1,418,206

 

 

 



 



 



 



 

Ending subscribers

 

 

21,892,824

 

 

20,190,964

 

 

21,892,824

 

 

20,190,964

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Self-pay

 

 

17,908,742

 

 

16,686,799

 

 

17,908,742

 

 

16,686,799

 

Paid promotional

 

 

3,984,082

 

 

3,504,165

 

 

3,984,082

 

 

3,504,165

 

 

 



 



 



 



 

Ending subscribers

 

 

21,892,824

 

 

20,190,964

 

 

21,892,824

 

 

20,190,964

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Self-pay

 

 

374,432

 

 

350,980

 

 

1,221,943

 

 

982,867

 

Paid promotional

 

 

168,534

 

 

(22,191

)

 

479,917

 

 

435,339

 

 

 



 



 



 



 

Net additions

 

 

542,966

 

 

328,789

 

 

1,701,860

 

 

1,418,206

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Daily weighted average number of subscribers

 

 

21,542,690

 

 

19,990,447

 

 

20,903,908

 

 

19,385,055

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average self-pay monthly churn

 

 

1.9

%

 

1.9

%

 

1.9

%

 

1.9

%

 

 



 



 



 



 

New vehicle consumer conversion rate

 

 

44

%

 

45

%

 

45

%

 

46

%

 

 



 



 



 



 



See accompanying glossary of terms.


          Subscribers. The improvement in the twelve months ended December 31, 2011 was due to the 12% increase in gross subscriber additions, primarily resulting from an increase in U.S. light vehicle sales, new vehicle penetration, and returning subscriber activations, including those from previously owned vehicles. This increase in gross additions was partially offset by the 10% increase in deactivations, which was primarily due to an increase in paid promotional trial volumes along with growth in the subscriber base.

          Average Self-pay Monthly Churn remained flat at 1.9% for all periods presented. The consistent churn rate exhibits stability in the continued demand for and satisfaction with our service from existing subscribers.

          New Vehicle Consumer Conversion Rate. The decrease in the twelve months ended December 31, 2011 was primarily due to the changing mix of sales among OEMs and operational issues impacting the timing of the receipt of customer information and prompt marketing communications with buyers and lessees of vehicles.

          Metrics.

          The following table contains our key operating metrics based on our unaudited adjusted results of operations for the three and twelve months ended December 31, 2011 and 2010, respectively:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited Adjusted

 

 

 


 

 

 

For the Three Months Ended December 31,

 

For the Twelve Months Ended December 31,

 

 

 


 


 

(in thousands, except for per subscriber amounts)

 

2011

 

2010

 

2011

 

2010

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ARPU

 

$

11.61

 

$

11.80

 

$

11.58

 

$

11.73

 

SAC, per gross subscriber addition

 

$

55

 

$

58

 

$

55

 

$

59

 

Customer service and billing expenses, per average subscriber

 

$

1.03

 

$

1.11

 

$

1.03

 

$

1.03

 

Free cash flow

 

$

191,806

 

$

167,355

 

$

415,742

 

$

210,481

 

Adjusted total revenue

 

$

785,696

 

$

740,239

 

$

3,025,434

 

$

2,838,898

 

Adjusted EBITDA

 

$

167,277

 

$

144,493

 

$

731,018

 

$

626,288

 



See accompanying glossary of terms.

          ARPU decreased in the twelve months ended December 31, 2011. The decrease of $0.15 was driven primarily by an increase in subscription discounts offered through customer acquisition and retention programs and the decrease in the U.S. Music Royalty Fee, partially offset by an increase in sales of our premium services, including Premier packages, data services and Internet subscriptions.

          SAC, Per Gross Subscriber Addition, decreased in the twelve months ended December 31, 2011 primarily due to lower per radio subsidy rates for certain OEMs and growth in subscriber reactivations and royalties from radio manufacturers compared to the twelve months ended December 31, 2010.


          Customer Service and Billing Expenses, Per Average Subscriber, remained flat in the twelve months ended December 31, 2011, as a result of lower operating costs offset by higher call volume, handle time per call, increased agent rates and personnel costs associated with the 8% growth in daily weighted average subscribers.

          Free Cash Flow for the twelve months ended December 31, 2011 increased principally as a result of improvements in adjusted EBITDA and decreases in capital expenditures. Net cash provided by operating activities increased $31 million to $544 million for the year ended December 31, 2011 compared to the $513 million provided by operations for the year ended December 31, 2010. Capital expenditures for property and equipment for the year ended December 31, 2011 decreased $175 million to $137 million compared to $312 million for the year ended December 31, 2010. The increase in net cash provided by operating activities was primarily the result of improved operating performance driving higher adjusted EBITDA, cash received from the merger of Sirius Canada and Canadian Satellite Radio, higher collections from subscribers and distributors, and the repayment in the first quarter of 2010 of liabilities deferred in 2009. The decrease in capital expenditures for the year ended December 31, 2011 was primarily the result of decreased satellite construction and launch expenditures due to the launch in 2010 of our XM-5 satellite. The increase in restricted and other investment activities was driven by the return of capital resulting from the merger of Sirius Canada and Canadian Satellite Radio, partially offset by proceeds from the sale of investment securities in the year ended December 31, 2010.

          Adjusted Total Revenue. Set forth below are our adjusted total revenue for the three and twelve months ended December 31, 2011 and 2010, respectively. Our adjusted total revenue includes the recognition of deferred subscriber revenues acquired in the merger between SIRIUS and XM (the “Merger”) that are not recognized in our results under purchase price accounting and the elimination of the benefit in earnings from deferred revenue associated with our investment in XM Canada acquired in the Merger.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited Adjusted

 

 

 


 

 

 

For the Three Months Ended December 31,

 

For the Twelve Months Ended December 31,

 

 

 


 


 

(in thousands)

 

2011

 

2010

 

2011

 

2010

 

 

 


 


 


 


 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriber revenue (GAAP)

 

$

672,498

 

$

620,916

 

$

2,595,414

 

$

2,414,174

 

Advertising revenue, net of agency fees (GAAP)

 

 

20,077

 

 

18,221

 

 

73,672

 

 

64,517

 

Equipment revenue (GAAP)

 

 

22,658

 

 

20,730

 

 

71,051

 

 

71,355

 

Other revenue (GAAP)

 

 

68,505

 

 

76,032

 

 

274,387

 

 

266,946

 

 

 



 



 



 



 

Total revenue (GAAP)

 

 

783,738

 

 

735,899

 

 

3,014,524

 

 

2,816,992

 

Purchase price accounting adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriber revenue

 

 

145

 

 

2,527

 

 

3,659

 

 

14,655

 

Other revenue

 

 

1,813

 

 

1,813

 

 

7,251

 

 

7,251

 

 

 



 



 



 



 

Adjusted total revenue

 

$

785,696

 

$

740,239

 

$

3,025,434

 

$

2,838,898

 

 

 



 



 



 



 

For the twelve months ended December 31, 2011, the increase in subscriber revenue was primarily attributable to an increase of 8% in daily weighted average subscribers


and an increase in sales of premium services, including Premier packages, data services and Internet subscriptions, partially offset by the impact of subscription discounts offered through customer acquisition and retention programs. The increase in advertising revenue was primarily due to greater demand for audio advertising resulting in increases in the number of advertising spots sold as well as the rate charged per spot. The decrease in equipment revenue was primarily due to a reduction in aftermarket hardware subsidies earned, partially offset by increased royalties from higher OEM production. The increase in other revenue was due to increased royalty revenue from Sirius XM Canada, which was partially offset by a reduction in 2010 to the U.S. Music Royalty Fee charged on primary subscriptions.

          Adjusted EBITDA. EBITDA is defined as net income before interest and investment income (loss); interest expense, net of amounts capitalized; income tax expense and depreciation and amortization. Adjusted EBITDA removes the impact of other income and expense, losses on extinguishment of debt as well as certain other charges, such as goodwill impairment; restructuring, impairments and related costs; certain purchase price accounting adjustments and share-based payment expense.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited Adjusted

 

 

 


 

 

 

For the Three Months Ended December 31,

 

For the Twelve Months Ended December 31,

 

 

 


 


 

(in thousands)

 

2011

 

2010

 

2011

 

2010

 

 

 


 


 


 


 

Total revenue

 

$

785,696

 

$

740,239

 

$

3,025,434

 

$

2,838,898

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue share and royalties

 

 

164,017

 

 

143,539

 

 

598,090

 

 

543,377

 

Programming and content

 

 

81,427

 

 

89,939

 

 

324,194

 

 

353,213

 

Customer service and billing

 

 

66,627

 

 

66,446

 

 

258,235

 

 

239,754

 

Satellite and transmission

 

 

17,852

 

 

20,075

 

 

73,537

 

 

78,720

 

Cost of equipment

 

 

13,201

 

 

13,095

 

 

33,095

 

 

35,281

 

Subscriber acquisition costs

 

 

138,175

 

 

127,879

 

 

519,973

 

 

492,480

 

Sales and marketing

 

 

70,036

 

 

60,782

 

 

229,813

 

 

220,014

 

Engineering, design and development

 

 

12,743

 

 

9,739

 

 

48,615

 

 

40,042

 

General and administrative

 

 

54,341

 

 

64,252

 

 

208,864

 

 

209,729

 

 

 



 



 



 



 

Total operating expenses

 

 

618,419

 

 

595,746

 

 

2,294,416

 

 

2,212,610

 

 

 



 



 



 



 

Adjusted EBITDA

 

$

167,277

 

$

144,493

 

$

731,018

 

$

626,288

 

 

 



 



 



 



 

For the twelve months ended December 31, 2011, the increase was primarily due to an increase of 7%, or $187 million, in adjusted revenues, partially offset by an increase of 4%, or $82 million, in expenses included in adjusted EBITDA. The increase in adjusted revenues was primarily due to the increase in our subscriber base. The increase in expenses was primarily driven by higher revenue share and royalties expenses associated with growth in revenues, increased customer service and billing expenses associated with subscriber growth and higher subscriber acquisition costs related to the 12% increase in gross additions, partially offset by lower programming and content costs.


SIRIUS XM RADIO INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actual

 

 

 


 

 

 

For the Three Months
Ended December 31,

 

For the Twelve Months
Ended December 31,

 

 

 


 


 

(in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 


 


 


 


 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriber revenue

 

$

672,498

 

$

620,916

 

$

2,595,414

 

$

2,414,174

 

Advertising revenue, net of agency fees

 

 

20,077

 

 

18,221

 

 

73,672

 

 

64,517

 

Equipment revenue

 

 

22,658

 

 

20,730

 

 

71,051

 

 

71,355

 

Other revenue

 

 

68,505

 

 

76,032

 

 

274,387

 

 

266,946

 

 

 



 



 



 



 

Total revenue

 

 

783,738

 

 

735,899

 

 

3,014,524

 

 

2,816,992

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services:

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue share and royalties

 

 

130,436

 

 

114,843

 

 

471,149

 

 

435,410

 

Programming and content

 

 

70,367

 

 

77,318

 

 

281,234

 

 

305,914

 

Customer service and billing

 

 

67,052

 

 

66,441

 

 

259,719

 

 

241,680

 

Satellite and transmission

 

 

18,663

 

 

20,002

 

 

75,902

 

 

80,947

 

Cost of equipment

 

 

13,201

 

 

13,095

 

 

33,095

 

 

35,281

 

Subscriber acquisition costs

 

 

116,771

 

 

107,295

 

 

434,482

 

 

413,041

 

Sales and marketing

 

 

68,302

 

 

58,640

 

 

222,773

 

 

215,454

 

Engineering, design and development

 

 

14,186

 

 

10,181

 

 

53,435

 

 

45,390

 

General and administrative

 

 

63,270

 

 

70,036

 

 

238,738

 

 

240,970

 

Depreciation and amortization

 

 

67,015

 

 

66,747

 

 

267,880

 

 

273,691

 

Restructuring, impairments and related costs

 

 

 

 

59,730

 

 

 

 

63,800

 

 

 



 



 



 



 

Total operating expenses

 

 

629,263

 

 

664,328

 

 

2,338,407

 

 

2,351,578

 

 

 



 



 



 



 

Income from operations

 

 

154,475

 

 

71,571

 

 

676,117

 

 

465,414

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net of amounts capitalized

 

 

(75,208

)

 

(72,414

)

 

(304,938

)

 

(295,643

)

Loss on extinguishment of debt and credit facilities, net

 

 

 

 

(85,426

)

 

(7,206

)

 

(120,120

)

Interest and investment (loss) income

 

 

(4,620

)

 

1,822

 

 

73,970

 

 

(5,375

)

Other income

 

 

1,017

 

 

1,563

 

 

3,252

 

 

3,399

 

 

 



 



 



 



 

Total other expense

 

 

(78,811

)

 

(154,455

)

 

(234,922

)

 

(417,739

)

 

 



 



 



 



 

Income (loss) before income taxes

 

 

75,664

 

 

(82,884

)

 

441,195

 

 

47,675

 

Income tax (expense) benefit

 

 

(4,328

)

 

1,440

 

 

(14,234

)

 

(4,620

)

 

 



 



 



 



 

Net income (loss)

 

 

71,336

 

 

(81,444

)

 

426,961

 

 

43,055

 

 

 



 



 



 



 

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.02

 

$

(0.02

)

$

0.11

 

$

0.01

 

 

 



 



 



 



 

Diluted

 

$

0.01

 

$

(0.02

)

$

0.07

 

$

0.01

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

3,751,423

 

 

3,725,500

 

 

3,744,606

 

 

3,693,259

 

 

 



 



 



 



 

Diluted

 

 

6,501,014

 

 

3,725,500

 

 

6,500,822

 

 

6,391,071

 

 

 



 



 



 



 



SIRIUS XM RADIO INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

As of December 31,

 

 

 


 

 

 

2011

 

2010

 

 

 


 


 

(in thousands, except share and per share data)

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

773,990

 

$

586,691

 

Accounts receivable, net

 

 

101,705

 

 

121,658

 

Receivables from distributors

 

 

84,817

 

 

67,576

 

Inventory, net

 

 

36,711

 

 

21,918

 

Prepaid expenses

 

 

125,967

 

 

134,994

 

Related party current assets

 

 

14,702

 

 

6,719

 

Deferred tax asset

 

 

132,727

 

 

44,787

 

Other current assets

 

 

6,335

 

 

7,432

 

 

 



 



 

Total current assets

 

 

1,276,954

 

 

991,775

 

Property and equipment, net

 

 

1,673,919

 

 

1,761,274

 

Long-term restricted investments

 

 

3,973

 

 

3,396

 

Deferred financing fees, net

 

 

42,046

 

 

54,135

 

Intangible assets, net

 

 

2,573,638

 

 

2,632,688

 

Goodwill

 

 

1,834,856

 

 

1,834,856

 

Related party long-term assets

 

 

54,953

 

 

33,475

 

Other long-term assets

 

 

35,657

 

 

71,487

 

 

 



 



 

Total assets

 

$

7,495,996

 

$

7,383,086

 

 

 



 



 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

543,193

 

$

593,174

 

Accrued interest

 

 

70,405

 

 

72,453

 

Current portion of deferred revenue

 

 

1,333,965

 

 

1,201,346

 

Current portion of deferred credit on executory contracts

 

 

284,108

 

 

271,076

 

Current maturities of long-term debt

 

 

1,623

 

 

195,815

 

Related party current liabilities

 

 

14,302

 

 

15,845

 

 

 



 



 

Total current liabilities

 

 

2,247,596

 

 

2,349,709

 

Deferred revenue

 

 

198,135

 

 

273,973

 

Deferred credit on executory contracts

 

 

218,199

 

 

508,012

 

Long-term debt

 

 

2,683,563

 

 

2,695,856

 

Long-term related party debt

 

 

328,788

 

 

325,907

 

Deferred tax liability

 

 

1,011,084

 

 

914,637

 

Related party long-term liabilities

 

 

21,741

 

 

24,517

 

Other long-term liabilities

 

 

82,745

 

 

82,839

 

 

 



 



 

Total liabilities

 

 

6,791,851

 

 

7,175,450

 

 

 



 



 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Preferred stock, par value $0.001; 50,000,000 authorized at December 31, 2011 and 2010:

 

 

 

 

 

 

 

Series A convertible preferred stock; no shares issued and outstanding at December 31, 2011 and 2010

 

 

 

 

 

Convertible perpetual preferred stock, series B-1 (liquidation preference of $0.001 per share at December 31, 2011 and 2010); 12,500,000 shares issued and outstanding at December 31, 2011 and 2010

 

 

13

 

 

13

 

Convertible preferred stock, series C junior; no shares issued and outstanding at December 31, 2011 and 2010

 

 

 

 

 

Common stock, par value $0.001; 9,000,000,000 shares authorized at December 31, 2011 and 2010;
3,753,201,929 and 3,933,195,112 shares issued and outstanding at December 31, 2011 and 2010, respectively

 

 

3,753

 

 

3,933

 

Accumulated other comprehensive income (loss), net of tax

 

 

71

 

 

(5,861

)

Additional paid-in capital

 

 

10,484,400

 

 

10,420,604

 

Accumulated deficit

 

 

(9,784,092

)

 

(10,211,053

)

 

 



 



 

Total stockholders’ equity

 

 

704,145

 

 

207,636

 

 

 



 



 

Total liabilities and stockholders’ equity

 

$

7,495,996

 

$

7,383,086

 

 

 



 



 



SIRIUS XM RADIO INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

 

 


 

(in thousands)

 

2011

 

2010

 

 

 


 


 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income

 

$

426,961

 

$

43,055

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

267,880

 

 

273,691

 

Non-cash interest expense, net of amortization of premium

 

 

39,515

 

 

42,841

 

Provision for doubtful accounts

 

 

33,164

 

 

32,379

 

Restructuring, impairments and related costs

 

 

 

 

66,731

 

Amortization of deferred income related to equity method investment

 

 

(2,776

)

 

(2,776

)

Loss on extinguishment of debt and credit facilities, net

 

 

7,206

 

 

120,120

 

Gain on merger of unconsolidated entities

 

 

(75,768

)

 

 

Loss on unconsolidated entity investments, net

 

 

6,520

 

 

11,722

 

Loss on disposal of assets

 

 

269

 

 

1,017

 

Share-based payment expense

 

 

53,190

 

 

60,437

 

Deferred income taxes

 

 

8,264

 

 

2,308

 

Other non-cash purchase price adjustments

 

 

(275,338

)

 

(250,727

)

Distribution from investments in unconsolidated entity

 

 

4,849

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

 

(13,211

)

 

(39,236

)

Receivables from distributors

 

 

(17,241

)

 

(11,023

)

Inventory

 

 

(14,793

)

 

(5,725

)

Related party assets

 

 

30,036

 

 

(9,803

)

Prepaid expenses and other current assets

 

 

8,525

 

 

75,374

 

Other long-term assets

 

 

36,490

 

 

17,671

 

Accounts payable and accrued expenses

 

 

(32,010

)

 

5,420

 

Accrued interest

 

 

(2,048

)

 

(884

)

Deferred revenue

 

 

55,336

 

 

133,444

 

Related party liabilities

 

 

(1,542

)

 

(53,413

)

Other long-term liabilities

 

 

152

 

 

272

 

 

 



 



 

Net cash provided by operating activities

 

 

543,630

 

 

512,895

 

 

 



 



 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Additions to property and equipment

 

 

(137,429

)

 

(311,868

)

Purchase of restricted and other investments

 

 

(826

)

 

 

Sale of restricted and other investments

 

 

 

 

9,454

 

Release of restricted investments

 

 

250

 

 

 

Return of capital from investment in unconsolidated entity

 

 

10,117

 

 

 

 

 



 



 

Net cash used in investing activities

 

 

(127,888

)

 

(302,414

)

 

 



 



 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Proceeds from exercise of warrants and stock options

 

 

11,553

 

 

10,839

 

Long-term borrowings, net of costs

 

 

 

 

1,274,707

 

Related party long-term borrowings, net of costs

 

 

 

 

196,118

 

Payment of premiums on redemption of debt

 

 

(5,020

)

 

(84,326

)

Repayment of long-term borrowings

 

 

(234,976

)

 

(1,262,396

)

Repayment of related party long-term borrowings

 

 

 

 

(142,221

)

 

 



 



 

Net cash used in financing activities

 

 

(228,443

)

 

(7,279

)

 

 



 



 

Net increase in cash and cash equivalents

 

 

187,299

 

 

203,202

 

Cash and cash equivalents at beginning of period

 

 

586,691

 

 

383,489

 

 

 



 



 

Cash and cash equivalents at end of period

 

$

773,990

 

$

586,691

 

 

 



 



 



Glossary

Adjusted EBITDA - EBITDA is defined as net income before interest and investment income (loss); interest expense, net of amounts capitalized; income tax expense and depreciation and amortization. We adjust EBITDA to remove the impact of other income and expense, loss on extinguishment of debt as well as certain other charges discussed below. This measure is one of the primary Non-GAAP financial measures on which we (i) evaluate the performance of our businesses, (ii) base our internal budgets and (iii) compensate management. Adjusted EBITDA is a Non-GAAP financial performance measure that excludes (if applicable): (i) certain adjustments as a result of the purchase price accounting for the Merger, (ii) goodwill impairment, (iii) restructuring, impairments, and related costs, (iv) depreciation and amortization and (v) share-based payment expense. The purchase price accounting adjustments include: (i) the elimination of deferred revenue associated with the investment in XM Canada, (ii) recognition of deferred subscriber revenues not recognized in purchase price accounting, and (iii) elimination of the benefit of deferred credits on executory contracts, which are primarily attributable to third party arrangements with an OEM and programming providers. We believe adjusted EBITDA is a useful measure of the underlying trend of our operating performance, which provides useful information about our business apart from the costs associated with our physical plant, capital structure and purchase price accounting. We believe investors find this Non-GAAP financial measure useful when analyzing our results and comparing our operating performance to the performance of other communications, entertainment and media companies. We believe investors use current and projected adjusted EBITDA to estimate our current and 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 depreciation expense. The exclusion of depreciation and amortization expense is useful given significant variation in depreciation and amortization expense that can result from the 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 restructuring, impairments and related costs is useful given the 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 value as determined using the Black-Scholes-Merton model which varies based on assumptions used for the expected life, expected stock price volatility and risk-free interest rates.

Adjusted EBITDA has certain limitations in that it does not take into account the impact to our statement of operations of certain expenses, including share-based payment expense and certain purchase price accounting for the Merger. We endeavor to compensate for the limitations of the Non-GAAP measure presented by also providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the Non-GAAP measure. Investors that wish to compare and evaluate our operating results after giving effect for these costs, should refer to net income as disclosed in our consolidated


statements of operations. Since adjusted EBITDA is a Non-GAAP financial performance measure, our calculation of adjusted EBITDA 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 net income to the adjusted EBITDA is calculated as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited

 

 

 


 

 

 

For the Three Months Ended December 31,

 

For the Twelve Months Ended December 31,

 

 

 


 


 

 

 

2011

 

2010

 

2011

 

2010

 

 

 


 


 


 


 

Net income (loss) (GAAP):

 

$

71,336

 

$

(81,444

)

$

426,961

 

$

43,055

 

Add back items excluded from Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase price accounting adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

1,958

 

 

4,340

 

 

10,910

 

 

21,906

 

Operating expenses

 

 

(71,785

)

 

(67,928

)

 

(277,258

)

 

(261,832

)

Share-based payment expense, net of purchase price accounting adjustments (GAAP)

 

 

15,614

 

 

10,033

 

 

53,369

 

 

63,309

 

Depreciation and amortization (GAAP)

 

 

67,015

 

 

66,747

 

 

267,880

 

 

273,691

 

Restructuring, impairments and related costs (GAAP)

 

 

 

 

59,730

 

 

 

 

63,800

 

Interest expense, net of amounts capitalized (GAAP)

 

 

75,208

 

 

72,414

 

 

304,938

 

 

295,643

 

Loss on extinguishment of debt and credit facilities, net (GAAP)

 

 

 

 

85,426

 

 

7,206

 

 

120,120

 

Interest and investment loss (income) (GAAP)

 

 

4,620

 

 

(1,822

)

 

(73,970

)

 

5,375

 

Other (income) (GAAP)

 

 

(1,017

)

 

(1,563

)

 

(3,252

)

 

(3,399

)

Income tax expense (GAAP)

 

 

4,328

 

 

(1,440

)

 

14,234

 

 

4,620

 

 

 



 



 



 



 

Adjusted EBITDA

 

$

167,277

 

$

144,493

 

$

731,018

 

$

626,288

 

 

 



 



 



 



 

Adjusted Revenues and Operating Expenses – We define this Non-GAAP financial measure as our actual revenues and operating expenses adjusted to exclude the impact of certain purchase price accounting adjustments and share-based payment expense. We use this Non-GAAP financial measure to manage our business, set operational goals and as a basis for determining performance-based compensation for our employees. The following tables reconcile our actual revenues and operating expenses to our adjusted revenues and operating expenses for the three and twelve months ended December 31, 2011 and 2010:



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited For the Three Months Ended December 31, 2011

 

 

 


 

(in thousands)

 

As Reported

 

Purchase Price
Accounting
Adjustments

 

Allocation of
Share-based
Payment Expense

 

Adjusted

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriber revenue

 

$

672,498

 

$

145

 

$

 

$

672,643

 

Advertising revenue, net of agency fees

 

 

20,077

 

 

 

 

 

 

20,077

 

Equipment revenue

 

 

22,658

 

 

 

 

 

 

22,658

 

Other revenue

 

 

68,505

 

 

1,813

 

 

 

 

70,318

 

 

 



 



 



 



 

Total revenue

 

$

783,738

 

$

1,958

 

$

 

$

785,696

 

 

 



 



 



 



 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services:

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue share and royalties

 

 

130,436

 

 

33,581

 

 

 

 

164,017

 

Programming and content

 

 

70,367

 

 

12,527

 

 

(1,467

)

 

81,427

 

Customer service and billing

 

 

67,052

 

 

 

 

(425

)

 

66,627

 

Satellite and transmission

 

 

18,663

 

 

 

 

(811

)

 

17,852

 

Cost of equipment

 

 

13,201

 

 

 

 

 

 

13,201

 

Subscriber acquisition costs

 

 

116,771

 

 

21,404

 

 

 

 

138,175

 

Sales and marketing

 

 

68,302

 

 

4,273

 

 

(2,539

)

 

70,036

 

Engineering, design and development

 

 

14,186

 

 

 

 

(1,443

)

 

12,743

 

General and administrative

 

 

63,270

 

 

 

 

(8,929

)

 

54,341

 

Depreciation and amortization (a)

 

 

67,015

 

 

 

 

 

 

67,015

 

Restructuring, impairments and related costs

 

 

 

 

 

 

 

 

 

Share-based payment expense (b)

 

 

 

 

 

 

15,614

 

 

15,614

 

 

 



 



 



 



 

Total operating expenses

 

$

629,263

 

$

71,785

 

$

 

$

701,048

 

 

 



 



 



 



 

(a) Purchase price accounting adjustments included above exclude the incremental depreciation and amortization associated with the $785,000 stepped up basis in property, equipment and intangible assets as a result of the Merger. The increased depreciation and amortization for the three months ended December 31, 2011 was $14,000.

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Programming and content

 

$

1,467

 

$

 

$

 

$

1,467

 

Customer service and billing

 

 

425

 

 

 

 

 

 

425

 

Satellite and transmission

 

 

811

 

 

 

 

 

 

811

 

Sales and marketing

 

 

2,539

 

 

 

 

 

 

2,539

 

Engineering, design and development

 

 

1,443

 

 

 

 

 

 

1,443

 

General and administrative

 

 

8,929

 

 

 

 

 

 

8,929

 

 

 



 



 



 



 

Total share-based payment expense

 

$

15,614

 

$

 

$

 

$

15,614

 

 

 



 



 



 



 




 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited For the Three Months Ended December 31, 2010

 

 

 


 

(in thousands)

 

As Reported

 

Purchase Price
Accounting
Adjustments

 

Allocation of
Share-based
Payment Expense

 

Adjusted

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriber revenue

 

$

620,916

 

$

2,527

 

$

 

$

623,443

 

Advertising revenue, net of agency fees

 

 

18,221

 

 

 

 

 

 

18,221

 

Equipment revenue

 

 

20,730

 

 

 

 

 

 

20,730

 

Other revenue

 

 

76,032

 

 

1,813

 

 

 

 

77,845

 

 

 



 



 



 



 

Total revenue

 

$

735,899

 

$

4,340

 

$

 

$

740,239

 

 

 



 



 



 



 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services:

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue share and royalties

 

 

114,843

 

 

28,696

 

 

 

 

143,539

 

Programming and content

 

 

77,318

 

 

14,762

 

 

(2,141

)

 

89,939

 

Customer service and billing

 

 

66,441

 

 

55

 

 

(50

)

 

66,446

 

Satellite and transmission

 

 

20,002

 

 

273

 

 

(200

)

 

20,075

 

Cost of equipment

 

 

13,095

 

 

 

 

 

 

13,095

 

Subscriber acquisition costs

 

 

107,295

 

 

20,584

 

 

 

 

127,879

 

Sales and marketing

 

 

58,640

 

 

3,290

 

 

(1,148

)

 

60,782

 

Engineering, design and development

 

 

10,181

 

 

93

 

 

(535

)

 

9,739

 

General and administrative

 

 

70,036

 

 

175

 

 

(5,959

)

 

64,252

 

Depreciation and amortization (a)

 

 

66,747

 

 

 

 

 

 

66,747

 

Restructuring, impairments and related costs

 

 

59,730

 

 

 

 

 

 

59,730

 

Share-based payment expense (b)

 

 

 

 

 

 

10,033

 

 

10,033

 

 

 



 



 



 



 

Total operating expenses

 

$

664,328

 

$

67,928

 

$

 

$

732,256

 

 

 



 



 



 



 

(a) Purchase price accounting adjustments included above exclude the incremental depreciation and amortization associated with the $785,000 stepped up basis in property, equipment and intangible assets as a result of the Merger. The increased depreciation and amortization for the three months ended December 31, 2010 was $16,000.

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Programming and content

 

$

2,059

 

$

82

 

$

 

$

2,141

 

Customer service and billing

 

 

(5

)

 

55

 

 

 

 

50

 

Satellite and transmission

 

 

148

 

 

52

 

 

 

 

200

 

Sales and marketing

 

 

1,066

 

 

82

 

 

 

 

1,148

 

Engineering, design and development

 

 

442

 

 

93

 

 

 

 

535

 

General and administrative

 

 

5,784

 

 

175

 

 

 

 

5,959

 

 

 



 



 



 



 

Total share-based payment expense

 

$

9,494

 

$

539

 

$

 

$

10,033

 

 

 



 



 



 



 




 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited For the Year Ended December 31, 2011

 

 

 


 

(in thousands)

 

As Reported

 

Purchase Price
Accounting
Adjustments

 

Allocation of
Share-based
Payment Expense

 

Adjusted

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriber revenue

 

$

2,595,414

 

$

3,659

 

$

 

$

2,599,073

 

Advertising revenue, net of agency fees

 

 

73,672

 

 

 

 

 

 

73,672

 

Equipment revenue

 

 

71,051

 

 

 

 

 

 

71,051

 

Other revenue

 

 

274,387

 

 

7,251

 

 

 

 

281,638

 

 

 



 



 



 



 

Total revenue

 

$

3,014,524

 

$

10,910

 

$

 

$

3,025,434

 

 

 



 



 



 



 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services:

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue share and royalties

 

 

471,149

 

 

126,941

 

 

 

 

598,090

 

Programming and content

 

 

281,234

 

 

49,172

 

 

(6,212

)

 

324,194

 

Customer service and billing

 

 

259,719

 

 

18

 

 

(1,502

)

 

258,235

 

Satellite and transmission

 

 

75,902

 

 

313

 

 

(2,678

)

 

73,537

 

Cost of equipment

 

 

33,095

 

 

 

 

 

 

33,095

 

Subscriber acquisition costs

 

 

434,482

 

 

85,491

 

 

 

 

519,973

 

Sales and marketing

 

 

222,773

 

 

15,233

 

 

(8,193

)

 

229,813

 

Engineering, design and development

 

 

53,435

 

 

31

 

 

(4,851

)

 

48,615

 

General and administrative

 

 

238,738

 

 

59

 

 

(29,933

)

 

208,864

 

Depreciation and amortization (a)

 

 

267,880

 

 

 

 

 

 

267,880

 

Restructuring, impairments and related costs

 

 

 

 

 

 

 

 

 

Share-based payment expense (b)

 

 

 

 

 

 

53,369

 

 

53,369

 

 

 



 



 



 



 

Total operating expenses

 

$

2,338,407

 

$

277,258

 

$

 

$

2,615,665

 

 

 



 



 



 



 

(a) Purchase price accounting adjustments included above exclude the incremental depreciation and amortization associated with the $785,000 stepped up basis in property, equipment and intangible assets as a result of the Merger. The increased depreciation and amortization for the year ended December 31, 2011 was $59,000.

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Programming and content

 

$

6,185

 

$

27

 

$

 

$

6,212

 

Customer service and billing

 

 

1,484

 

 

18

 

 

 

 

1,502

 

Satellite and transmission

 

 

2,659

 

 

19

 

 

 

 

2,678

 

Sales and marketing

 

 

8,166

 

 

27

 

 

 

 

8,193

 

Engineering, design and development

 

 

4,820

 

 

31

 

 

 

 

4,851

 

General and administrative

 

 

29,874

 

 

59

 

 

 

 

29,933

 

 

 



 



 



 



 

Total share-based payment expense

 

$

53,188

 

$

181

 

$

 

$

53,369

 

 

 



 



 



 



 




 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited For the Year Ended December 31, 2010

 

 

 


 

(in thousands)

 

As Reported

 

Purchase Price
Accounting
Adjustments

 

Allocation of
Share-based
Payment Expense

 

Adjusted

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriber revenue

 

$

2,414,174

 

$

14,655

 

$

 

$

2,428,829

 

Advertising revenue, net of agency fees

 

 

64,517

 

 

 

 

 

 

64,517

 

Equipment revenue

 

 

71,355

 

 

 

 

 

 

71,355

 

Other revenue

 

 

266,946

 

 

7,251

 

 

 

 

274,197

 

 

 



 



 



 



 

Total revenue

 

$

2,816,992

 

$

21,906

 

$

 

$

2,838,898

 

 

 



 



 



 



 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services:

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue share and royalties

 

 

435,410

 

 

107,967

 

 

 

 

543,377

 

Programming and content

 

 

305,914

 

 

57,566

 

 

(10,267

)

 

353,213

 

Customer service and billing

 

 

241,680

 

 

281

 

 

(2,207

)

 

239,754

 

Satellite and transmission

 

 

80,947

 

 

1,170

 

 

(3,397

)

 

78,720

 

Cost of equipment

 

 

35,281

 

 

 

 

 

 

35,281

 

Subscriber acquisition costs

 

 

413,041

 

 

79,439

 

 

 

 

492,480

 

Sales and marketing

 

 

215,454

 

 

13,983

 

 

(9,423

)

 

220,014

 

Engineering, design and development

 

 

45,390

 

 

520

 

 

(5,868

)

 

40,042

 

General and administrative

 

 

240,970

 

 

906

 

 

(32,147

)

 

209,729

 

Depreciation and amortization (a)

 

 

273,691

 

 

 

 

 

 

273,691

 

Restructuring, impairments and related costs

 

 

63,800

 

 

 

 

 

 

63,800

 

Share-based payment expense (b)

 

 

 

 

 

 

63,309

 

 

63,309

 

 

 



 



 



 



 

Total operating expenses

 

$

2,351,578

 

$

261,832

 

$

 

$

2,613,410

 

 

 



 



 



 



 

(a) Purchase price accounting adjustments included above exclude the incremental depreciation and amortization associated with the $785,000 stepped up basis in property, equipment and intangible assets as a result of the Merger. The increased depreciation and amortization for the year ended December 31, 2010 was $68,000.

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Programming and content

 

$

9,817

 

$

450

 

$

 

$

10,267

 

Customer service and billing

 

 

1,926

 

 

281

 

 

 

 

2,207

 

Satellite and transmission

 

 

3,109

 

 

288

 

 

 

 

3,397

 

Sales and marketing

 

 

8,996

 

 

427

 

 

 

 

9,423

 

Engineering, design and development

 

 

5,348

 

 

520

 

 

 

 

5,868

 

General and administrative

 

 

31,241

 

 

906

 

 

 

 

32,147

 

 

 



 



 



 



 

Total share-based payment expense

 

$

60,437

 

$

2,872

 

$

 

$

63,309

 

 

 



 



 



 



 

ARPU - is derived from total earned subscriber revenue, net advertising revenue and other subscription-related revenue, net of purchase price accounting adjustments, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period. Other subscription-related revenue includes the U.S. Music Royalty Fee, which was initially charged to subscribers in the third quarter of 2009. Purchase price accounting adjustments include the recognition of deferred subscriber revenues not recognized in purchase price accounting associated with the Merger. ARPU is calculated as follows (in thousands, except for subscriber and per subscriber amounts):



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited

 

 

 


 

 

 

For the Three Months Ended December 31,

 

For the Twelve Months Ended December 31,

 

 

 


 


 

 

 

2011

 

2010

 

2011

 

2010

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriber revenue (GAAP)

 

$

672,497

 

$

620,916

 

$

2,595,414

 

$

2,414,174

 

Net advertising revenue (GAAP)

 

 

20,077

 

 

18,221

 

 

73,672

 

 

64,517

 

Other subscription-related revenue (GAAP)

 

 

57,561

 

 

65,953

 

 

231,902

 

 

234,148

 

Purchase price accounting adjustments

 

 

145

 

 

2,527

 

 

3,659

 

 

14,655

 

 

 



 



 



 



 

 

 

$

750,280

 

$

707,617

 

$

2,904,647

 

$

2,727,494

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Daily weighted average number of subscribers

 

 

21,542,690

 

 

19,990,447

 

 

20,903,908

 

 

19,385,055

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ARPU

 

$

11.61

 

$

11.80

 

$

11.58

 

$

11.73

 

 

 



 



 



 



 

Average self-pay monthly churn – is defined as the monthly average of self-pay deactivations for the period divided by the average number of self-pay subscribers for the period. Average self-pay churn for the year is the average of the quarterly average self-pay churn.

Customer service and billing expenses, per average subscriber - is derived from total customer service and billing expenses, excluding share-based payment expense and purchase price accounting adjustments associated with the Merger, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period. We believe the exclusion of share-based payment expense in our calculation of customer service and billing expenses, 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 customer service and billing expenses. Purchase price accounting adjustments associated with the Merger include the elimination of the benefit associated with incremental share-based payment arrangements recognized at the Merger date. Customer service and billing expenses, per average subscriber, is calculated as follows (in thousands, except for subscriber and per subscriber amounts):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited

 

 

 


 

 

 

For the Three Months Ended December 31,

 

For the Twelve Months Ended December 31,

 

 

 


 


 

 

 

2011

 

2010

 

2011

 

2010

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer service and billing expenses (GAAP)

 

$

67,052

 

$

66,441

 

$

259,719

 

$

241,680

 

Less: share-based payment expense, net of purchase price accounting adjustments (GAAP)

 

 

(425

)

 

(50

)

 

(1,502

)

 

(2,207

)

Add: purchase price accounting adjustments

 

 

 

 

55

 

 

18

 

 

281

 

 

 



 



 



 



 

 

 

$

66,627

 

$

66,446

 

$

258,235

 

$

239,754

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Daily weighted average number of subscribers

 

 

21,542,690

 

 

19,990,447

 

 

20,903,908

 

 

19,385,055

 

 

 



 



 



 



 

Customer service and billing expenses, per average subscriber

 

$

1.03

 

$

1.11

 

$

1.03

 

$

1.03

 

 

 



 



 



 



 

Free cash flow - is derived from cash flow provided by operating activities, capital expenditures and restricted and other investment activity. Free cash flow is calculated as follows (in thousands):



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited

 

 

 


 

 

 

For the Three Months Ended December 31,

 

For the Twelve Months Ended December 31,

 

 

 


 


 

 

 

2011

 

2010

 

2011

 

2010

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

214,996

 

$

221,849

 

$

543,630

 

$

512,895

 

Additions to property and equipment

 

 

(22,364

)

 

(54,494

)

 

(137,429

)

 

(311,868

)

Restricted and other investment activity

 

 

(826

)

 

 

 

9,541

 

 

9,454

 

 

 



 



 



 



 

Free cash flow

 

$

191,806

 

$

167,355

 

$

415,742

 

$

210,481

 

 

 



 



 



 



 

New vehicle consumer conversion rate – is defined as the percentage of owners and lessees of new vehicles that receive our service and convert to become self-paying subscribers after the initial promotion period. At the time satellite radio enabled vehicles are sold or leased, the owners or lessees generally receive trial subscriptions ranging from three to twelve months. 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.

Subscriber acquisition cost, per gross subscriber addition - or SAC, 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 and purchase price accounting adjustments, divided by the number of gross subscriber additions for the period. Purchase price accounting adjustments associated with the Merger include the elimination of the benefit of amortization of deferred credits on executory contracts recognized at the Merger date attributable to an OEM. SAC, per gross subscriber addition, is calculated as follows (in thousands, except for subscriber and per subscriber amounts):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited

 

 

 


 

 

 

For the Three Months Ended December 31,

 

For the Twelve Months Ended December 31,

 

 

 


 


 

 

 

2011

 

2010

 

2011

 

2010

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

Subscriber acquisition costs (GAAP)

 

$

116,771

 

$

107,295

 

$

434,482

 

$

413,041

 

Less: margin from direct sales of radios and accessories (GAAP)

 

 

(9,457

)

 

(7,635

)

 

(37,956

)

 

(36,074

)

Add: purchase price accounting adjustments

 

 

21,404

 

 

20,584

 

 

85,491

 

 

79,439

 

 

 



 



 



 



 

 

 

$

128,718

 

$

120,244

 

$

482,017

 

$

456,406

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross subscriber additions

 

 

2,326,174

 

 

2,075,418

 

 

8,696,020

 

 

7,768,827

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SAC, per gross subscriber addition

 

$

55

 

$

58

 

$

55

 

$

59

 

 

 



 



 



 



 

####


About Sirius XM Radio
Sirius XM Radio is America’s satellite radio company. SiriusXM broadcasts more than 135 satellite radio channels of commercial-free music, and premier sports, news, talk, entertainment, traffic, weather, and data services to over 21 million subscribers. SiriusXM offers an array of content from many of the biggest names in entertainment, as well as from professional sports leagues, major colleges, and national news and talk providers.

SiriusXM programming is available on more than 800 devices, including pre-installed and after-market radios in cars, trucks, boats and aircraft, smartphones and mobile devices, and consumer electronics products for homes and offices. SiriusXM programming is also available at siriusxm.com, and on Apple, BlackBerry and Android-powered mobile devices.

SiriusXM has arrangements with every major automaker and its radio products are available for sale at shop.siriusxm.com as well as retail locations nationwide.

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 future financial and operating results, our 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,” “will continue,” “is anticipated,” “estimated,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. 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 competitive position versus other forms of audio and video entertainment; our ability to retain subscribers and maintain our average monthly revenue per subscriber; our dependence upon automakers and other third parties; potential economic recessionary trends and uncertain economic outlook; our substantial indebtedness; and the useful life of our satellites, which, in most cases, are not insured. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found in our Annual Report on Form 10-K for the year ended December 31, 2010, which is 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 we disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication.

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E - SIRI

Contact Information for Investors and Financial Media:

Investors:

Hooper Stevens
212 901 6718
hooper.stevens@siriusxm.com

Media:

Patrick Reilly
212 901 6646
patrick.reilly@siriusxm.com