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Tuesday, July 31, 2007

SIRIUS Reports Strong Second Quarter 2007 Results

SIRIUS Reports Strong Second Quarter 2007 Results

- Revenue Up 51% to $226.4 Million

- Company Exceeds 7.1 Million Subscribers

- Subscriber Additions of 561,493

- Solid Cost Control Improves Cash Flow

NEW YORK, July 31 /PRNewswire-FirstCall/ -- SIRIUS Satellite Radio (NASDAQ:SIRI) today announced strong second quarter results, including a 51% increase in revenue from the year ago quarter to $226.4 million, and strong subscriber growth of 561,493 new subscribers during the quarter driving ending subscribers to over 7.1 million.

(Logo: http://www.newscom.com/cgi-bin/prnh/19991118/NYTH125 )

"SIRIUS, once again, posted solid results," said Mel Karmazin, CEO of SIRIUS. "Both revenue and subscriber growth exceeded 50% while operating expenses before stock-based compensation and depreciation grew only 6%. Customer satisfaction remains high, reflected in our low all-in churn rate of 2.1%. We have added over 1.1 million net new subscribers so far this year, and second quarter results mark the seventh consecutive quarter for leadership in satellite radio net additions and the third consecutive quarter of leadership in gross subscriber additions."

"Momentum for the pending merger with XM continues to build," said Karmazin. "Support from our customers, suppliers and other groups representing a diverse cross-section of Americans, clearly demonstrates the public interest benefits and enhanced competition that will come from the merger. We continue to work with the FCC and the DOJ to make the case that the merger offers more choices, including a la carte offerings, and lower prices for subscribers, and we continue to expect that the merger will be completed by year-end."

SIRIUS ended the second quarter with 7,142,538 subscribers, 53% higher than second quarter 2006 ending subscribers of 4,678,207. During second quarter 2007, SIRIUS added 561,493 net subscribers, comprised of 129,843 net additions from retail and aftermarket channels and 431,650 from the OEM channel. In the second quarter, SIRIUS captured 62% of satellite radio segment share, marking the seventh consecutive quarter of leadership in satellite radio subscriber growth.

Total revenue for the second quarter of 2007 increased to a record $226.4 million, up 51% from $150.1 million for the year-ago second quarter. Advertising revenue was $9.2 million in the second quarter of 2007 and average monthly revenue per subscriber (or "ARPU") was $10.71. SAC per gross subscriber addition was $108 for the second quarter of 2007 compared to $131 for the year-ago second quarter.

SIRIUS' net loss improved by 44% to ($134.1) million, or ($0.09) per share, for the second quarter of 2007, from ($237.8) million, or ($0.17) per share, for the second quarter of 2006. The adjusted net loss for second quarter 2007 (adjusted to exclude stock-based compensation) improved to ($117.1) million, or ($0.08) per share, down from ($159.6) million, or ($0.11) per share, for second quarter 2006.

"Compared to the year ago second quarter, revenue grew by $76 million, and with a clear focus on cost efficient growth, adjusted loss from operations improved by $47 million and free cash flow improved by $53 million," said David Frear, SIRIUS EVP and CFO. "In addition, we are pleased with the 18% improvement in SAC per gross addition in the second quarter, and with continued strong OEM subscriber growth, we now expect SAC per gross addition will approach $100 for 2007."

   2007 OUTLOOK   SIRIUS today issued the following guidance for the full year 2007:    -- Total revenue approaching $1 billion   -- More than 8 million subscribers at year-end   -- Average monthly subscriber churn of approximately 2.2% - 2.4%   -- SAC per gross subscriber approaching $100    PROGRAMMING ADDITIONS   

Exciting additions to SIRIUS' powerful lineup of comedy, music and entertainment channels this quarter include: Jamie Foxx breaking new ground on his channel 'The Foxxhole', and 'SIRIUSLY Sinatra' bringing the voice of Frank Sinatra into the future of audio entertainment. The Grateful Dead Radio Channel will launch this summer featuring the band's long and storied career and including special shows hosted by band members.

RESULTS OF OPERATIONS

The discussion of operating expenses below excludes the effects of stock- based compensation. SIRIUS believes this presentation improves the transparency of disclosure and is consistent with the way operating results are evaluated by management.

SECOND QUARTER 2007 VERSUS SECOND QUARTER 2006

For the second quarter of 2007, SIRIUS recognized total revenue of $226.4 million compared to $150.1 million for the second quarter of 2006. This 51%, or $76.3 million, increase in revenue was driven by a $72.0 million increase in subscriber revenue resulting from the net increase in subscribers of 2,464,331 from the second quarter of 2006.

The company's adjusted loss from operations decreased $47.2 million to ($79.3) million for the second quarter of 2007 from ($126.5) million for the second quarter of 2006 (refer to the reconciliation table of net loss to adjusted loss from operations). This decrease was driven by the increase in total revenue of $76.3 million, which more than offset the $29.1 million increase in expenses.

Satellite and transmission expenses decreased $11.0 million to $6.7 million for second quarter 2007 from $17.7 million for second quarter 2006. Second quarter 2006 expenses included a $10.9 million non-recurring impairment charge associated with certain satellite long-lead time parts that were no longer needed.

Programming and content expenses increased $8.2 million to $53.1 million for the second quarter of 2007 from $44.9 million for the second quarter of 2006. The increase was primarily attributable to license fees associated with new programming agreements.

Revenue share and royalties increased $12.8 million to $29.8 million for second quarter 2007 from $17.0 million for second quarter 2006. The increase was primarily attributable to growth in the company's revenues as well as an increase in the mix of the company's OEM subscriber base.

Customer service and billing expenses increased $5.7 million to $21.4 million for the second quarter of 2007 from $15.7 million for the second quarter of 2006. The increase was primarily attributable to higher call center operating costs necessary to accommodate the increase in the company's subscriber base and higher total transaction fees on the larger base. Customer service and billing expenses per average subscriber per month declined 13% to $1.05 for the second quarter of 2007 from $1.20 for the second quarter of 2006.

Sales and marketing expenses decreased $5.0 million to $42.8 million for the second quarter 2007 from $47.8 million for second quarter 2007. This decrease was primarily attributable to lower consumer advertising and reduced cooperative marketing spend with the company's distribution partners compared to the year-ago second quarter.

Subscriber acquisition costs (SAC) decreased $3.0 million, or 2.8%, to $105.7 million for the second quarter of 2007 from $108.7 million for the second quarter of 2006 despite a 21% increase in gross subscriber additions year-over-year. This decrease was primarily attributable to lower aftermarket subsidies, offset by increased OEM hardware subsidies due to higher production volume.

SAC per gross subscriber addition decreased 18% to $108 for the second quarter of 2007 from $131 for the second quarter of 2006 primarily due to lower OEM costs per unit offset by a higher mix of OEM gross additions.

General and administrative expenses increased $7.6 million to $27.3 million for second quarter 2007 from $19.7 million for second quarter 2006. The increase was primarily the result of higher legal fees and compensation- related costs to support the growth of the business.

Engineering, design and development expenses decreased $2.5 million to $10.3 million for the second quarter of 2007 from $12.8 million for the second quarter of 2006. This decrease was primarily attributable to reduced OEM tooling and manufacturing upgrades associated with the factory installation of SIRIUS radios in additional vehicle models.

SIRIUS reported a net loss of ($134.1) million, or ($0.09) per share, for the second quarter of 2007, including a ($0.01) per share impact from stock- based compensation, compared to a net loss of ($237.8) million, or ($0.17) per share, for the second quarter of 2006, including a ($0.05) per share impact from stock-based compensation and a ($0.01) per share impact for impairment loss. The adjusted net loss per share, or net loss per share excluding stock- based compensation and impairment loss, was ($0.08) per share for the second quarter of 2007 as compared to an adjusted net loss per share of ($0.11) per share for the second quarter of 2006 (refer to the reconciliation table of net loss per share to adjusted net loss per share).

SIX MONTHS ENDED JUNE 30, 2007 VERSUS SIX MONTHS ENDED JUNE 30, 2006

For the six months ended June 30, 2007, SIRIUS recognized total revenue of $430.5 million compared with $276.7 million for the six months ended June 30, 2006. This 56%, or $153.8 million, increase in revenue was primarily driven by a $147.6 million increase in subscriber revenue resulting from the net increase in subscribers of 2,464,331 from the end of the second quarter 2006.

The company's adjusted loss from operations decreased ($99.9) million to ($163.3) million for the six months ended June 30, 2007 from ($263.2) million for the six months ended June 30, 2006 (refer to the reconciliation table of net loss to adjusted loss from operations). This decrease was driven by a 56%, or $153.8 million, increase in total revenue which more than offset the 10%, or $53.8 million, increase in expenses.

Satellite and transmission expenses decreased $11.0 million to $14.0 million for the six months ended June 30, 2007 from $25.0 million for the six months ended June 30, 2006. Second quarter 2006 expenses included a $10.9 million non-recurring impairment charge associated with certain satellite long-lead time parts that were no longer needed.

Programming and content expenses increased $15.4 million to $110.2 million for the six months ended June 30, 2007 from $94.8 million for the six months ended June 30, 2006. The increase was primarily attributable to license fees associated with new programming agreements.

Revenue share and royalties increased $26.5 million to $57.0 million for six months ended June 30, 2007 from $30.5 million for six months ended June 30, 2006. The increase was primarily attributable to the growth in the company's revenues and an increase in the mix of the company's OEM subscriber base.

Customer service and billing expenses increased $9.8 million to $43.1 million for the six months ended June 30, 2007 from $33.3 million for the six months ended June 30, 2006. The increase was primarily attributable to higher call center operating costs necessary to accommodate the increase in the company's subscriber base. Customer service and billing expenses per average subscriber per month declined 19% to $1.10 for the six months ended June 30, 2007 from $1.36 for the six months ended June 30, 2006.

Sales and marketing expenses decreased $4.7 million to $75.3 million for the six months ended June 30, 2007 from $80.0 million for the six months ended June 30, 2006. This decrease was primarily attributable to lower consumer advertising and reduced cooperative marketing spend with the company's distributors.

Subscriber acquisition costs decreased $13.9 million to $203.9 million for the six months ended June 30, 2007 from $217.8 million for the six months ended June 30, 2006 despite an 11% increase in gross subscriber additions. This decrease was primarily attributable to lower aftermarket subsidies, offset by increased OEM hardware subsidies due to higher production volume.

SAC per gross subscriber addition decreased 13% to $106 for the six months ended June 30, 2007 from $122 for the six months ended June 30, 2006 primarily due to lower OEM costs per unit offset by a higher mix of OEM gross additions.

General and administrative expenses increased $13.7 million to $50.7 million for the six months ended June 30, 2007 from $37.0 million for the six months ended June 30, 2006. The increase was primarily a result of higher legal fees and compensation-related costs to support the growth of the business.

Engineering, design and development expenses decreased $3.8 million to $21.7 million for the six months ended June 30, 2007 from $25.5 million for the six months ended June 30, 2006. This decrease was primarily attributable to reduced initial OEM tooling and manufacturing upgrades associated with the factory installation of SIRIUS radios in additional vehicle models.

SIRIUS reported a net loss of ($278.9) million, or ($0.19) per share, for the six months ended June 30, 2007, including a ($0.03) per share impact from stock-based compensation, compared with a net loss of ($696.4) million, or ($0.50) per share, for the six months ended June 30, 2006, including a ($0.01) per share impact from the impairment loss and ($0.25) per share impact from stock-based compensation. The adjusted net loss per share, or net loss per share excluding stock-based compensation, was ($0.16) for the six months ended June 30, 2007 compared with an adjusted net loss per share excluding the impairment loss and stock based compensation of ($0.24) for the six months ended June 30, 2006 (refer to the reconciliation table of net loss per share to adjusted net loss per share).

                SIRIUS SATELLITE RADIO INC. AND SUBSIDIARIES                          SUBSCRIBER DATA, METRICS                   AND OTHER NON-GAAP FINANCIAL MEASURES              (Dollars in thousands, unless otherwise stated)                                (Unaudited)                              For the Three Months       For the Six Months                                 Ended June 30,            Ended June 30,                              2007         2006         2007         2006    Beginning subscribers   6,581,045    4,077,747    6,024,555    3,316,560   Net additions             561,493      600,460    1,117,983    1,361,647     Ending subscribers    7,142,538    4,678,207    7,142,538    4,678,207      Retail                4,364,646    3,276,615    4,364,646    3,276,615     OEM                   2,758,639    1,373,610    2,758,639    1,373,610     Hertz                    19,253       27,982       19,253       27,982   Ending subscribers      7,142,538    4,678,207    7,142,538    4,678,207      Retail                  129,843      276,294      322,821      811,252     OEM                     434,955      324,574      799,629      549,917     Hertz                    (3,305)        (408)      (4,467)         478   Net additions             561,493      600,460    1,117,983    1,361,647     Metrics                             For the Three Months       For the Six Months                                Ended June 30,            Ended June 30,                             2007         2006         2007         2006    Gross subscriber    additions              1,002,145      830,571    1,990,603    1,791,181   Deactivated    subscribers              440,652      230,111      872,620      429,534   Average monthly    churn (1)(6)                 2.1%         1.8%         2.2%         1.8%   SAC per gross    subscriber addition    (2)(6)                     $ 108        $ 131        $ 106        $ 122   Customer service and    billing expenses    per average subscriber     (3)(6)                    $1.05        $1.20        $1.10        $1.36   Total revenue           $ 226,427    $ 150,078    $ 430,464    $ 276,742   Free cash flow (4)(6)    $(80,031)   $(133,231)   $(226,746)   $(298,768)    Monthly ARPU:     Average monthly      subscriber revenue      per subscriber before      the effects of Hertz      subscribers and      mail-in rebates         $10.24       $10.64       $10.26       $10.66     Effects of Hertz      subscribers               0.05         0.05         0.05         0.04     Effects of mail-in      rebates                  (0.03)       (0.15)       (0.13)       (0.35)     Average monthly      subscriber revenue      per subscriber           10.26        10.54        10.18        10.35     Average monthly net      advertising revenue      per subscriber            0.45         0.62         0.41         0.63     ARPU                     $10.71       $11.16       $10.59       $10.98                   SIRIUS SATELLITE RADIO INC. AND SUBSIDIARIES                          SUBSCRIBER DATA, METRICS             AND OTHER NON-GAAP FINANCIAL MEASURES - CONTINUED              (Dollars in thousands, unless otherwise stated)                                (Unaudited)    Adjusted Loss from Operations:                                   For the Three Months   For the Six Months                                      Ended June 30,        Ended June 30,                                     2007       2006       2007       2006    Net loss                      $(134,147) $(237,828) $(278,892) $(696,372)     Impairment loss                     -     10,917          -     10,917     Depreciation                   26,284     25,738     53,070     50,671     Stock-based      compensation                  17,017     67,289     41,277    351,875     Other income and      expense                       10,992      6,778     20,137     18,400     Income tax expense                555        578      1,110      1,331     Adjusted loss from      operations (7)              $(79,299) $(126,528) $(163,298) $(263,178)     Adjusted Net Loss and    Adjusted Net Loss per Share:                                   For the Three Months   For the Six Months                                      Ended June 30,        Ended June 30,                                      2007       2006       2007       2006    Net loss                      $(134,147) $(237,828) $(278,892) $(696,372)     Impairment loss                     -     10,917          -     10,917     Stock-based      compensation                  17,017     67,289     41,277    351,875   Adjusted net loss             $(117,130) $(159,622) $(237,615) $(333,580)   Net loss per share    (basic and diluted)             $(0.09)    $(0.17)    $(0.19)    $(0.50)     Impairment loss                     -       0.01          -       0.01     Stock-based      compensation                    0.01       0.05       0.03       0.25   Adjusted net loss per    share (basic and    diluted) (8)                    $(0.08)    $(0.11)    $(0.16)    $(0.24)   Weighted average common    shares outstanding    (basic and diluted)          1,462,362  1,404,022  1,459,701  1,395,549                   SIRIUS SATELLITE RADIO INC. AND SUBSIDIARIES                          SUBSCRIBER DATA, METRICS             AND OTHER NON-GAAP FINANCIAL MEASURES - CONTINUED              (Dollars in thousands, unless otherwise stated)                                (Unaudited)    Condensed Consolidated Statements    of Operations:                                   For the Three Months   For the Six Months                                      Ended June 30,        Ended June 30,                                     2007       2006       2007       2006    Total revenue                  $226,427   $150,078   $430,464   $276,742   Operating expenses    (excludes depreciation    and stock-based    compensation shown    separately below):     Satellite and      transmission                   6,716     17,686     14,046     24,987     Programming and content        53,096     44,898    110,159     94,832     Revenue share and royalties    29,841     16,958     56,975     30,485     Customer service and billing   21,440     15,662     43,094     33,280     Cost of equipment               8,636      3,467     17,928      6,932     Sales and marketing            42,765     47,764     75,283     80,043     Subscriber acquisition costs  105,658    108,663    203,895    217,807     General and administrative     27,308     19,650     50,711     37,017     Engineering, design      and development               10,266     12,775     21,671     25,454     Depreciation                   26,284     25,738     53,070     50,671     Stock-based compensation       17,017     67,289     41,277    351,875   Total operating expenses        349,027    380,550    688,109    953,383   Loss from operations           (122,600)  (230,472)  (257,645)  (676,641)     Other income (expense)        (10,992)    (6,778)   (20,137)   (18,400)   Loss before income taxes       (133,592)  (237,250)  (277,782)  (695,041)     Income tax expense               (555)      (578)    (1,110)    (1,331)   Net loss                      $(134,147) $(237,828) $(278,892) $(696,372)                   SIRIUS SATELLITE RADIO INC. AND SUBSIDIARIES                          SUBSCRIBER DATA, METRICS             AND OTHER NON-GAAP FINANCIAL MEASURES - CONTINUED              (Dollars in thousands, unless otherwise stated)                                (Unaudited)    Condensed Consolidated    Statements of Operations:                                          For the Three Months Ended                                March 31, June 30, September 30, December 31,                                   2006      2006       2006        2006    Total revenue                 $126,664   $150,078   $167,113   $193,380   Operating expenses    (excludes depreciation    and stock-based    compensation shown    separately below):     Satellite and transmission     7,301     17,686      7,090      7,152     Programming and content       49,934     44,898     48,039     55,779     Revenue share and      royalties                    13,527     16,958     18,371     21,062     Customer service and billing  17,618     15,662     16,625     25,745     Cost of equipment              3,465      3,467      6,196     22,105     Sales and marketing           32,279     47,764     30,981     73,115     Subscriber acquisition      costs                       109,144    108,663     80,863    121,046     General and administrative    17,367     19,650     21,610     21,398     Engineering, design      and development              12,679     12,775     20,491     12,787     Depreciation                  24,933     25,738     27,583     27,495     Stock-based      compensation                284,586     67,289     43,418     42,625   Total operating expenses       572,833    380,550    321,267    430,309   Loss from operations          (446,169)  (230,472)  (154,154)  (236,929)     Other income (expense)       (11,622)    (6,778)    (8,166)    (8,512)   Loss before income taxes      (457,791)  (237,250)  (162,320)  (245,441)     Income tax expense              (753)      (578)      (578)      (156)   Net loss                     $(458,544) $(237,828) $(162,898) $(245,597)     Condensed Consolidated Statements of Operations:                                                         For the Year Ended                                                          December 31, 2006    Total revenue                                                $637,235   Operating expenses (excludes depreciation    and stock-based compensation shown    separately below):     Satellite and transmission                                   39,229     Programming and content                                     198,650     Revenue share and royalties                                  69,918     Customer service and billing                                 75,650     Cost of equipment                                            35,233     Sales and marketing                                         184,139     Subscriber acquisition costs                                419,716     General and administrative                                   80,025     Engineering, design and development                          58,732     Depreciation                                                105,749     Stock-based compensation                                    437,918   Total operating expenses                                    1,704,959   Loss from operations                                       (1,067,724)     Other income (expense)                                      (35,078)   Loss before income taxes                                   (1,102,802)     Income tax expense                                           (2,065)   Net loss                                                  $(1,104,867)     

In the first quarter of 2007, SIRIUS reclassified both broadcast and webstreaming royalties from programming and content expenses and revenue share from programming and content expenses and sales and marketing expenses to a separate line item, revenue share and royalties. In addition, SIRIUS reclassified bad debt expense from general and administrative expenses to customer service and billing expenses. Certain amounts in the prior period annual and quarterly consolidated financial statements have been reclassified to conform to the current period presentation. Included above are the non- GAAP condensed consolidated statements of operations for 2006 that reflects these reclassifications.

                SIRIUS SATELLITE RADIO INC. AND SUBSIDIARIES                   CONSOLIDATED STATEMENTS OF OPERATIONS              (Dollars in thousands, except per share amounts)                                (Unaudited)                                                    For the Three Months                                                       Ended June 30,                                                   2007              2006   Revenue:     Subscriber revenue, including      effects of mail-in rebates                $209,635          $137,641     Advertising revenue, net of agency fees       9,177             8,125     Equipment revenue                             6,255             3,096     Other revenue                                 1,360             1,216   Total revenue                                 226,427           150,078   Operating expenses (excludes depreciation    shown separately below) (1):     Cost of services:       Satellite and transmission                  7,337            18,496       Programming and content                    54,311            68,622       Revenue share and royalties                29,841            16,958       Customer service and billing               21,618            15,866       Cost of equipment                           8,636             3,467     Sales and marketing                          45,614            52,831     Subscriber acquisition costs                105,665           130,563     General and administrative                   38,471            32,555     Engineering, design and development          11,250            15,454     Depreciation                                 26,284            25,738   Total operating expenses                      349,027           380,550     Loss from operations                       (122,600)         (230,472)   Other income (expense):     Interest and investment income                4,753             8,873     Interest expense, net of amounts      capitalized                                (15,750)          (15,660)     Equity in net loss of affiliate                   -                 -     Other income                                      5                 9   Total other income (expense)                  (10,992)           (6,778)     Loss before income taxes                   (133,592)         (237,250)     Income tax expense                             (555)             (578)       Net loss                                $(134,147)        $(237,828)   Net loss per share (basic and diluted)         $(0.09)           $(0.17)   Weighted average common shares    outstanding (basic and diluted)            1,462,362         1,404,022    (1) Amounts related to stock-based    compensation included in other    operating expenses were as follows:   Satellite and transmission                       $621              $810   Programming and content                         1,215            23,724   Customer service and billing                      178               204   Sales and marketing                             2,849             5,067   Subscriber acquisition costs                        7            21,900   General and administrative                     11,163            12,905   Engineering, design and development               984             2,679   Total equity granted to third    parties and employees                        $17,017           $67,289                                                       For the Six Months                                                       Ended June 30,                                                   2007              2006   Revenue:     Subscriber revenue, including      effects of mail-in rebates                $400,431          $252,822     Advertising revenue, net of agency fees      15,898            15,463     Equipment revenue                            10,926             6,788     Other revenue                                 3,209             1,669   Total revenue                                 430,464           276,742   Operating expenses (excludes depreciation    shown separately below) (1):     Cost of services:       Satellite and transmission                 15,323            26,699       Programming and content                   114,309           368,356       Revenue share and royalties                56,975            30,485       Customer service and billing               43,471            33,728       Cost of equipment                          17,928             6,932     Sales and marketing                          83,776            87,312     Subscriber acquisition costs                205,782           249,606     General and administrative                   73,814            64,428     Engineering, design and development          23,661            35,166     Depreciation                                 53,070            50,671   Total operating expenses                      688,109           953,383     Loss from operations                       (257,645)         (676,641)   Other income (expense):     Interest and investment income               10,795            18,810     Interest expense, net of amounts      capitalized                                (30,942)          (32,784)     Equity in net loss of affiliate                   -            (4,445)     Other income                                     10                19   Total other income (expense)                  (20,137)          (18,400)     Loss before income taxes                   (277,782)         (695,041)     Income tax expense                           (1,110)           (1,331)       Net loss                                $(278,892)        $(696,372)   Net loss per share (basic and diluted)         $(0.19)           $(0.50)   Weighted average common shares    outstanding (basic and diluted)            1,459,701         1,395,549    (1) Amounts related to stock-based    compensation included in other    operating expenses were as follows:   Satellite and transmission                     $1,277            $1,712   Programming and content                         4,150           273,524   Customer service and billing                      377               448   Sales and marketing                             8,493             7,269   Subscriber acquisition costs                    1,887            31,799   General and administrative                     23,103            27,411   Engineering, design and development             1,990             9,712   Total equity granted to third    parties and employees                        $41,277          $351,875                   SIRIUS SATELLITE RADIO INC. AND SUBSIDIARIES                             BALANCE SHEET DATA                           (Dollars in thousands)                                                            As of                                             June 30, 2007  December 31, 2006                                               (Unaudited)   Cash, cash equivalents and    marketable securities                        $429,403          $408,921   Restricted investments                          78,160            77,850   Working capital                               (142,176)         (257,799)   Total assets                                 1,688,272         1,658,528   Long-term debt                               1,315,339         1,068,249   Total liabilities                            2,227,748         2,047,599   Accumulated deficit                         (4,112,612)       (3,833,720)   Stockholders' deficit                         (539,476)         (389,071)                   SIRIUS SATELLITE RADIO INC. AND SUBSIDIARIES                   CONSOLIDATED STATEMENTS OF CASH FLOWS                           (Dollars in thousands)                                (Unaudited)                                                    For the Three Months                                                        Ended June 30,                                                   2007               2006   Cash flows from operating activities:     Net loss                                  $(134,147)         $(237,828)     Adjustments to reconcile net loss      to net cash used in operating activities:       Depreciation                               26,284             25,738       Non-cash interest expense                     805                786       Provision for doubtful accounts             2,266              2,003       Non-cash equity in net loss of affiliate        -                  -       (Gain) loss on disposal of assets             110                320       Impairment loss                                 -             10,917       Stock-based compensation                   17,017             67,289       Deferred income taxes                         554                578     Changes in operating assets and liabilities:       Accounts receivable                       (12,029)              (966)       Inventory                                  (6,962)            (9,656)       Receivables from distribution partners     (5,943)             2,864       Prepaid expenses and other        current assets                            18,752            (16,588)       Other long-term assets                    (11,855)           (25,667)       Accounts payable and accrued expenses      (3,300)            29,234       Accrued interest                           12,466             11,620       Deferred revenue                           38,538             29,389       Other long-term liabilities                 1,544              1,052         Net cash used in operating activities   (55,900)          (108,915)   Cash flows from investing activities:     Additions to property and equipment         (24,131)           (22,284)     Sales of property and equipment                   1                 71     Purchases of restricted and other      investments                                      -             (2,032)     Purchases of available-for-sale      securities                                       -            (36,900)     Sales of available-for-sale      securities                                      (4)            72,675         Net cash (used in) provided          by investing activities                (24,134)            11,530   Cash flows from financing activities:     Long term borrowings, net of related costs  245,199                  -     Proceeds from exercise of stock options         422              1,517         Net cash provided by          financing activities                   245,621              1,517   Net (decrease) increase in cash and    cash equivalents                             165,587            (95,868)   Cash and cash equivalents at the    beginning of period                          259,162            630,831   Cash and cash equivalents at the    end of period                               $424,749           $534,963                                                       For the Six Months                                                       Ended June 30,                                                   2007               2006   Cash flows from operating activities:     Net loss                                  $(278,892)         $(696,372)     Adjustments to reconcile net loss      to net cash used in operating activities:       Depreciation                               53,070             50,671       Non-cash interest expense                   1,559              1,547       Provision for doubtful accounts             4,354              3,780       Non-cash equity in net loss of affiliate        -              4,445       (Gain) loss on disposal of assets             106                541       Impairment loss                                 -             10,917       Stock-based compensation                   41,277            351,875       Deferred income taxes                       1,109              1,331     Changes in operating assets and liabilities:       Accounts receivable                        (5,390)             8,986       Inventory                                  (7,435)           (10,854)       Receivables from distribution partners    (13,512)            (5,823)       Prepaid expenses and other        current assets                             9,579            (29,659)       Other long-term assets                    (14,779)           (25,088)       Accounts payable and accrued expenses     (51,111)           (15,986)       Accrued interest                              703              1,160       Deferred revenue                           60,269             73,847       Other long-term liabilities                 9,246              8,595         Net cash used in operating activities  (189,847)          (266,087)   Cash flows from investing activities:     Additions to property and equipment         (36,589)           (27,780)     Sales of property and equipment                  97                123     Purchases of restricted and other      investments                                   (310)            (4,901)     Purchases of available-for-sale      securities                                       -           (108,500)     Sales of available-for-sale      securities                                  10,846            177,125         Net cash (used in) provided          by investing activities                (25,956)            36,067   Cash flows from financing activities:     Long term borrowings, net of related costs  245,199                  -     Proceeds from exercise of stock options       1,932              2,976         Net cash provided by          financing activities                   247,131              2,976   Net (decrease) increase in cash and    cash equivalents                              31,328           (227,044)   Cash and cash equivalents at the    beginning of period                          393,421            762,007   Cash and cash equivalents at the    end of period                               $424,749           $534,963      FOOTNOTES TO PRESS RELEASE AND TABLES FOR NON-GAAP FINANCIAL MEASURES  

This press release, including the selected financial information above, includes the following non-GAAP financial measures: average monthly churn; SAC per gross subscriber addition; customer service and billing expenses per average subscriber; free cash flow; average monthly revenue per subscriber, or ARPU; adjusted loss from operations; adjusted net loss; and adjusted net loss per share. The definitions and usefulness of such non-GAAP financial measures are as follows (dollars in thousands, unless otherwise stated):

   (1) SIRIUS defines average monthly churn as the number of deactivated       subscribers divided by average quarterly subscribers.    (2) SIRIUS defines SAC per gross subscriber addition as subscriber       acquisition costs, excluding stock-based compensation, and margins       from the direct sale of SIRIUS radios and accessories divided by the       number of gross subscriber additions for the period. SAC per gross       subscriber addition is calculated as follows:                                 For the Three Months     For the Six Months                                  Ended June 30,          Ended June 30,                                2007         2006        2007         2006   Subscriber acquisition    costs                   $ 105,665    $ 130,563    $ 205,782    $ 249,606   Less: stock-based    compensation                   (7)     (21,900)      (1,887)     (31,799)   Add: margin from direct    sales of SIRIUS radios    and accessories             2,381          371        7,002          144   SAC                      $ 108,039    $ 109,034    $ 210,897    $ 217,951   Gross subscriber    additions               1,002,145      830,571    1,990,603    1,791,181   SAC per gross    subscriber addition         $ 108        $ 131        $ 106        $ 122      (3) SIRIUS defines customer service and billing expenses per average       subscriber as total customer service and billing expenses, excluding       stock-based compensation, divided by the daily weighted average number       of subscribers for the period. Customer service and billing expenses       per average subscriber is calculated as follows:                                 For the Three Months     For the Six Months                                  Ended June 30,          Ended June 30,                               2007         2006         2007         2006    Customer service and    billing expenses          $21,618     $15,866      $43,471      $33,728   Less: stock-based    compensation                 (178)       (204)        (377)        (448)   Customer service and    billing expenses,    as adjusted               $21,440     $15,662      $43,094      $33,280   Daily weighted average    number of    subscribers             6,811,750   4,354,447    6,554,943    4,070,075   Customer service and    billing expenses, as    adjusted, per    average subscriber          $1.05       $1.20        $1.10        $1.36     (4) SIRIUS defines free cash flow as cash flow from operating activities,       capital expenditures and restricted and other investment activity.       Free cash flow is calculated as follows:                                 For the Three Months     For the Six Months                                 Ended June 30,            Ended June 30,                                2007         2006         2007        2006   Net cash used in    operating activities     $(55,900)  $(108,915)   $(189,847)   $(266,087)   Additions to property    and equipment             (24,131)    (22,284)     (36,589)     (27,780)   Restricted and other    investment activity             -      (2,032)        (310)      (4,901)   Free cash flow            $(80,031)  $(133,231)   $(226,746)   $(298,768)     (5) SIRIUS defines ARPU as the total earned subscriber revenue and net       advertising revenue divided by the daily weighted average number of       subscribers for the period. ARPU is calculated as follows:                             For the Three Months          For the Six Months                              Ended June 30,                Ended June 30,                           2007           2006           2007           2006    Subscriber revenue   $209,635        $137,641       $400,431      $252,822   Net advertising    revenue                9,177           8,125         15,898        15,463   Total subscriber and    net advertising    revenue             $218,812        $145,766       $416,329      $268,285   Daily weighted    average number    of subscribers     6,811,750       4,354,447      6,554,943     4,070,075   ARPU                   $10.71          $11.16         $10.59        $10.98     (6) SIRIUS believes average monthly churn; SAC per gross subscriber       addition; customer service and billing expenses per average       subscriber; free cash flow; and ARPU provide meaningful information       regarding operating performance and liquidity and are used for       internal management purposes; when publicly providing the business       outlook; as a means to evaluate period-to-period comparisons; and to       compare the company's performance to that of its competitors. SIRIUS       also believes that investors use current and projected metrics to       monitor performance of the business and make investment decisions.        SIRIUS believes the exclusion of stock-based compensation expense in       the calculations of SAC per gross subscriber addition and 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 SIRIUS common stock, the effect of which is       unrelated to the operational conditions that give rise to variations       in the components of subscriber acquisition costs and customer service       and billing expenses. Specifically, the exclusion of stock-based       compensation expense in the calculation of SAC 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 for, or superior       to measures of financial performance prepared in accordance with GAAP.    (7) SIRIUS refers to net loss before taxes; other income (expense) -       including interest and investment income, interest expense, equity in       net loss of affiliate; depreciation; impairment charges; and stock-       based compensation expense as adjusted loss from operations. Adjusted       loss from operations is not a measure of financial performance under       GAAP. The company believes adjusted loss from operations is a useful       measure of its operating performance. The company uses adjusted loss       from operations for budgetary and planning purposes; to assess the       relative profitability and on-going performance of consolidated       operations; to compare performance from period to period; and to       compare performance to that of its competitors. The company also       believes adjusted loss from operations is useful to investors to       compare operating performance to the performance of other       communications, entertainment and media companies. The company       believes that investors use current and projected adjusted loss from       operations to estimate the current or prospective enterprise value and       make investment decisions.        Because the company funds and builds-out its satellite radio system       through the periodic raising and expenditure of large amounts of       capital, results of operations reflect significant charges for       interest and depreciation expense. The company believes adjusted loss       from operations provides useful information about the operating       performance of the business apart from the costs associated with the       capital structure and physical plant. The exclusion of interest       expense and depreciation is useful given fluctuations in interest       rates and significant variation in depreciation 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. The company believes 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. The company also believes the exclusion of stock-based       compensation expense is useful given the significant variation in       expense that can result from changes in the fair market value of the       company's common stock. Finally, the company believes that the       exclusion of equity in net loss of affiliate (SIRIUS Canada, Inc.) is       useful to assess the performance of its core consolidated operations       in the continental United States. To compensate for the exclusion of       taxes, other income (expense), depreciation, impairment charges and       stock-based compensation expense, the company separately measures and       budgets for these items.        There are material limitations associated with the use of adjusted       loss from operations in evaluating the company compared with net loss,       which reflects overall financial performance, including the effects of       taxes, other income (expense), depreciation, impairment charges and       stock-based compensation expense. The company uses adjusted 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 the       operating results after giving effect for these costs, should refer to       net loss as disclosed in the unaudited consolidated statements of       operations. Since adjusted loss from operations is a non-GAAP       financial measure, the calculation of adjusted 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 in accordance with GAAP.    (8) SIRIUS refers to adjusted net loss and adjusted net loss per share as       net loss per share excluding impairment charges and stock-based       compensation expense. Adjusted net loss and adjusted net loss per       share are not measures of financial performance under GAAP. The       company believes adjusted net loss and adjusted net loss per share are       useful to investors to compare its operating performance to the       performance of other communications, entertainment and media       companies. The company believes the exclusion of impairment charges is       appropriate for comparability purposes as the existence, amount and       timing of impairment charges can vary from period to period and can       vary widely across different industries or among companies within the       same industry. The company also believes the exclusion of stock-based       compensation expense is useful given the significant variation in       expense that can result from changes in the fair market value of the       company's common stock.        There are material limitations associated with the use of adjusted net       loss and adjusted net loss per share in evaluating the company       compared with net loss and net loss per share, which reflects overall       financial performance, including the effects of impairment charges and       stock-based compensation expense. The company uses adjusted net loss       and adjusted net loss per share 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 the operating results after giving effect for these costs,       should refer to net loss and net loss per share as disclosed in the       unaudited consolidated financial statements of operations. Since       adjusted net loss and adjusted net loss per share are non-GAAP       financial measures, the calculation of adjusted net loss and adjusted       net loss per share 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.    About SIRIUS  

SIRIUS, "The Best Radio on Radio," delivers more than 130 channels of the best programming in all of radio. SIRIUS is the original and only home of 100% commercial free music channels in satellite radio, offering 69 music channels. SIRIUS also delivers 65 channels of sports, news, talk, entertainment, traffic, weather and data. SIRIUS is the Official Satellite Radio Partner of the NFL, NASCAR and NBA, and broadcasts live play-by-play games of the NFL and NBA, as well as live NASCAR races. All SIRIUS programming is available for a monthly subscription fee of only $12.95.

SIRIUS Internet Radio (SIR) is a CD-quality, Internet-only version of the SIRIUS radio service, without the use of a radio, for the monthly subscription fee of $12.95. SIR delivers more than 80 channels of talk, entertainment, sports, and 100% commercial free music.

SIRIUS products for the car, truck, home, RV and boat are available in more than 25,000 retail locations, including Best Buy, Circuit City, Crutchfield, Costco, Target, Wal-Mart, Sam's Club, RadioShack and at shop.sirius.com.

SIRIUS radios are offered in vehicles from Audi, Bentley, BMW, Chrysler, Dodge, Ford, Infiniti, Jaguar, Jeep(R), Land Rover, Lexus, Lincoln, Mercury, Maybach, Mazda, Mercedes-Benz, MINI, Mitsubishi, Nissan, Rolls Royce, Scion, Toyota, Volkswagen, and Volvo. Hertz also offers SIRIUS in its rental cars at major locations around the country.

Click on www.sirius.com to listen to SIRIUS live, or to purchase a SIRIUS radio and subscription.

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 Satellite Radio Inc. and XM Satellite Radio Holdings Inc., including potential synergies and cost savings and the timing thereof, future financial and operating results, the combined company's plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "should," "may," or words of similar meaning. Such forward- looking statements are based upon the current beliefs and expectations of SIRIUS' and XM's management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of SIRIUS and XM. Actual results may differ materially from the results anticipated in these forward-looking statements.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statement: general business and economic conditions; the performance of financial markets and interest rates; the ability to obtain governmental approvals of the transaction on a timely basis; the failure of SIRIUS and XM stockholders to approve the transaction; the failure to realize synergies and cost-savings from the transaction or delay in realization thereof; 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; and operating costs and business disruption following the merger, including adverse effects on employee retention and on our business relationships with third parties, including manufacturers of radios, retailers, automakers and programming providers. Additional factors that could cause SIRIUS' and XM's results to differ materially from those described in the forward-looking statements can be found in SIRIUS' and XM's Annual Reports on Form 10-K for the year ended December 31, 2006, and Quarterly Reports on Form 10-Q for the quarter ended March 31, 2007, which are filed with the Securities and Exchange Commission (the "SEC") and available at the SEC's Internet site (http://www.sec.gov/). The information set forth herein speaks only as of the date hereof, and SIRIUS and XM disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication.

Important Additional Information Will be Filed with the SEC

This communication is being made in respect of the proposed business combination involving SIRIUS and XM. In connection with the proposed transaction, SIRIUS has filed with the SEC a Registration Statement on Form S- 4 containing a preliminary Joint Proxy Statement/Prospectus and each of SIRIUS and XM plans to file with the SEC other documents regarding the proposed transaction. The definitive Joint Proxy Statement/Prospectus will be mailed to stockholders of SIRIUS and XM. INVESTORS AND SECURITY HOLDERS OF SIRIUS AND XM ARE URGED TO READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS AND THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders can obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus and other documents filed with the SEC by SIRIUS and XM through the web site maintained by the SEC at www.sec.gov. Free copies of the Registration Statement and the Joint Proxy Statement/Prospectus and other documents filed with the SEC can also be obtained by directing a request to Sirius Satellite Radio Inc., 1221 Avenue of the Americas, 36th Floor, New York, NY 10020, Attention: Investor Relations or by directing a request to XM Satellite Radio Holdings Inc., 1500 Eckington Place, N.E. Washington, DC 20002, Attention: Investor Relations.

SIRIUS, XM and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding SIRIUS' directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2006, which was filed with the SEC on March 1, 2007, and its proxy statement for its 2007 annual meeting of stockholders, which was filed with the SEC on April 23, 2007, and information regarding XM's directors and executive officers is available in XM's Annual Report on Form 10-K, for the year ended December 31, 2006, which was filed with the SEC on March 1, 2007 and its proxy statement for its 2007 annual meeting of stockholders, which was filed with the SEC on April 17, 2007. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the preliminary Joint Proxy Statement/Prospectus filed with the SEC.

   E-SIRI    Contact Information for Investors and Financial Media:    Paul Blalock                     Hooper Stevens   SIRIUS                           SIRIUS   212.584.5174                     212.901.6718   pblalock@siriusradio.com         hstevens@siriusradio.com  

First Call Analyst:
FCMN Contact: sresendez@siriusradio.com

Photo: NewsCom: http://www.newscom.com/cgi-bin/prnh/19991118/NYTH125
PRN Photo Desk, photodesk@prnewswire.com

Source: SIRIUS Satellite Radio

CONTACT: Paul Blalock, +1-212-584-5174, pblalock@siriusradio.com, or
Hooper Stevens, +1-212-901-6718, hstevens@siriusradio.com, both of SIRIUS

Web site: http://www.sirius.com/


Profile: International Entertainment

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