July 31, 2007

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, 2007 /PRNewswire-FirstCall via COMTEX News Network/ --

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


SOURCE SIRIUS Satellite Radio

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

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