trade2much
17 years ago
Former FCC-Pro Comments on Siri/XM Merger
November 13, 2007 - 8:02 AM EST
SIRI 3.63 0.22
Today 5d 1m 3m 1y 5y 10y
XMSR 15.06 1.33
Today 5d 1m 3m 1y 5y 10y
Former FCC Chairman Hundt Comments on Sirius-XM Merger in Interview
Architect of Satellite Radio at FCC Says Merger is Pro-Competitive, 1997 License Rules Not an Issue with the Merger
WASHINGTON and NEW YORK, Nov. 13 /PRNewswire-FirstCall/ -- XM Satellite Radio (Nasdaq: XMSR) and SIRIUS Satellite Radio (Nasdaq: SIRI) announced today that, as part of an interview, former FCC Chairman Reed Hundt voiced support for the merger of SIRIUS and XM. A copy of the unedited transcript of the interview was filed today with the Federal Communications Commission (FCC).
Mr. Hundt served as Chairman of the FCC from 1993 through 1997. During his tenure, the Commission formulated rules for satellite radio and granted SIRIUS and XM their licenses, a process in which Mr. Hundt was integrally involved.
In the interview, Mr. Hundt discussed, among other things, the proposed merger of SIRIUS and XM, the creation of the satellite radio rules, the rationale behind the establishment of two satellite radio licenses and developments in the audio entertainment market since 1997.
The Merger is Pro-Competitive
When asked in an on the record conversation what his views of the merger were, Mr. Hundt stated:
'I think that if XM and Sirius combined, it will be pro-competitive in all likelihood. It seems to me that that is far more likely than not. It seems to me that what has happened over time is that these two firms have proved when kept apart to be incapable of mounting the really serious competition against ... terrestrial radio that I had always hoped for. And it seems to me that there's no indication of any anticompetitive outcome if they do combine, so let's give them a chance to have a sharper point on the arrow and see if they can do better in terms of penetrating the listener audience.'
Separate Licenses Are Not an Issue for the Merger
Given some of the outstanding questions surrounding the creation of two separate licenses for XM and SIRIUS at the time of inception, Mr. Hundt, as the Chair of the FCC at the time, used this discussion to clarify for the record the intention behind the FCC's 1997 order creating the satellite radio service.
'I should just say my thought was this: Let's start out with these two licenses, since it is not clear exactly what is the optimal business model, and then let's let the two firms go at it for a while and see what happens. But it was never the case that these service rules were intended to be written [in] concrete or, like the Constitution of the United States, changed only through an elaborate process. It was an attempt to figure out a good way to get the satellite radio industry off to a pro-competitive start and then in the fullness of time the FCC and the parties and the people in the industry would be able to see, well, what works and what doesn't work, what's happening and what isn't happening.'
The Market Has Changed
As the regulatory process continues and both the FCC and the Department of Justice (DoJ) review market definition, Mr. Hundt's thoughts on the current market for audio entertainment and all of the competitive options available are especially interesting.
'[T]here are so many new ways fundamentally spawned from digitization and the tremendous increase of processing power per dollar, there are so many new ways to generate and deliver content to listeners that the idea that either satellite radio as a distinct market or that satellite radio is the only competitor against terrestrial broadcasting, neither one of those ideas holds water anymore.'
Satellite Radio Is a Necessary Competitor to AM/FM Radio
Mr. Hundt also reviewed the intention behind establishing satellite radio as a competitor to terrestrial AM/FM radio.
'[T]here was not a shadow of doubt in my mind that the competitive force of satellite radio was one of the very few arrows we had to shoot at this elephant-like industry that was going to be created in terrestrial radio. And as I said, looking back over the last ten years, both things proved to be true. It's just that the arrow, if you want to put it that way, of satellite radio has not had a sharp enough point on it.'
As part of the interview, Mr. Hundt stated that, as former Chairman of the FCC, he felt an obligation to address on the record the important issues related to satellite radio with which he was integrally involved during his tenure.
For more information on the SIRIUS-XM merger, please visit www.xmmerger.com or www.siriusmerger.com.
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 Backseat TV(TM) is the first ever live in-vehicle rear seat entertainment featuring three channels of children's TV programming, including Nickelodeon, Disney Channel and Cartoon Network, for the subscription fee of $6.99 plus applicable audio subscription fee.
SIRIUS products for the car, truck, home, RV and boat are available in more than 20,000 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.
About XM
XM is America's number one satellite radio company with more than 8.5 million subscribers. Broadcasting live daily from studios in Washington, DC, New York City, Chicago, the Country Music Hall of Fame in Nashville, Toronto and Montreal, XM's 2007 lineup includes more than 170 digital channels of choice from coast to coast: commercial-free music, premier sports, news, talk radio, comedy, children's and entertainment programming; and the most advanced traffic and weather information.
XM, the leader in satellite-delivered entertainment and data services for the automobile market through partnerships with General Motors, Honda, Hyundai, Nissan, Porsche, Subaru, Suzuki and Toyota is available in 140 different vehicle models for 2007. XM's industry-leading products are available at consumer electronics retailers nationwide. For more information about XM hardware, programming and partnerships, please visit http://www.xmradio.com.
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 quarters ended March 31, 2007, June 30, 2007 and September 30, 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 and Where to Find It
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 definitive Joint Proxy Statement/Prospectus and each of SIRIUS and XM may file with the SEC other documents regarding the proposed transaction. The Joint Proxy Statement/Prospectus was first mailed to stockholders of SIRIUS and XM on or about October 9, 2007. INVESTORS AND SECURITY HOLDERS OF SIRIUS AND XM ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS, 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 Joint Proxy Statement/Prospectus filed with the SEC.
SIRIUS
Media Relations
Patrick Reilly
212-901-6646
PReilly@siriusradio.com
Kelly Sullivan
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
ksullivan@joelefrank.com
XM
Media Relations
Nathaniel Brown
212-708-6170
Nathaniel.Brown@xmradio.com
Chance Patterson
202-380-4318
Chance.Patterson@xmradio.com
SOURCE XM Satellite Radio; SIRIUS Satellite Radio
Source: PR Newswire (November 13, 2007 - 8:02 AM EST)
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SIRI 3.63 0.22
Today 5d 1m 3m 1y 5y 10y
XMSR 15.06 1.33
Today 5d 1m 3m 1y 5y 10y
Former FCC Chairman Hundt Comments on Sirius-XM Merger in Interview
Architect of Satellite Radio at FCC Says Merger is Pro-Competitive, 1997 License Rules Not an Issue with the Merger
WASHINGTON and NEW YORK, Nov. 13 /PRNewswire-FirstCall/ -- XM Satellite Radio (Nasdaq: XMSR) and SIRIUS Satellite Radio (Nasdaq: SIRI) announced today that, as part of an interview, former FCC Chairman Reed Hundt voiced support for the merger of SIRIUS and XM. A copy of the unedited transcript of the interview was filed today with the Federal Communications Commission (FCC).
Mr. Hundt served as Chairman of the FCC from 1993 through 1997. During his tenure, the Commission formulated rules for satellite radio and granted SIRIUS and XM their licenses, a process in which Mr. Hundt was integrally involved.
In the interview, Mr. Hundt discussed, among other things, the proposed merger of SIRIUS and XM, the creation of the satellite radio rules, the rationale behind the establishment of two satellite radio licenses and developments in the audio entertainment market since 1997.
The Merger is Pro-Competitive
When asked in an on the record conversation what his views of the merger were, Mr. Hundt stated:
'I think that if XM and Sirius combined, it will be pro-competitive in all likelihood. It seems to me that that is far more likely than not. It seems to me that what has happened over time is that these two firms have proved when kept apart to be incapable of mounting the really serious competition against ... terrestrial radio that I had always hoped for. And it seems to me that there's no indication of any anticompetitive outcome if they do combine, so let's give them a chance to have a sharper point on the arrow and see if they can do better in terms of penetrating the listener audience.'
Separate Licenses Are Not an Issue for the Merger
Given some of the outstanding questions surrounding the creation of two separate licenses for XM and SIRIUS at the time of inception, Mr. Hundt, as the Chair of the FCC at the time, used this discussion to clarify for the record the intention behind the FCC's 1997 order creating the satellite radio service.
'I should just say my thought was this: Let's start out with these two licenses, since it is not clear exactly what is the optimal business model, and then let's let the two firms go at it for a while and see what happens. But it was never the case that these service rules were intended to be written [in] concrete or, like the Constitution of the United States, changed only through an elaborate process. It was an attempt to figure out a good way to get the satellite radio industry off to a pro-competitive start and then in the fullness of time the FCC and the parties and the people in the industry would be able to see, well, what works and what doesn't work, what's happening and what isn't happening.'
The Market Has Changed
As the regulatory process continues and both the FCC and the Department of Justice (DoJ) review market definition, Mr. Hundt's thoughts on the current market for audio entertainment and all of the competitive options available are especially interesting.
'[T]here are so many new ways fundamentally spawned from digitization and the tremendous increase of processing power per dollar, there are so many new ways to generate and deliver content to listeners that the idea that either satellite radio as a distinct market or that satellite radio is the only competitor against terrestrial broadcasting, neither one of those ideas holds water anymore.'
Satellite Radio Is a Necessary Competitor to AM/FM Radio
Mr. Hundt also reviewed the intention behind establishing satellite radio as a competitor to terrestrial AM/FM radio.
'[T]here was not a shadow of doubt in my mind that the competitive force of satellite radio was one of the very few arrows we had to shoot at this elephant-like industry that was going to be created in terrestrial radio. And as I said, looking back over the last ten years, both things proved to be true. It's just that the arrow, if you want to put it that way, of satellite radio has not had a sharp enough point on it.'
As part of the interview, Mr. Hundt stated that, as former Chairman of the FCC, he felt an obligation to address on the record the important issues related to satellite radio with which he was integrally involved during his tenure.
For more information on the SIRIUS-XM merger, please visit www.xmmerger.com or www.siriusmerger.com.
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 Backseat TV(TM) is the first ever live in-vehicle rear seat entertainment featuring three channels of children's TV programming, including Nickelodeon, Disney Channel and Cartoon Network, for the subscription fee of $6.99 plus applicable audio subscription fee.
SIRIUS products for the car, truck, home, RV and boat are available in more than 20,000 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.
About XM
XM is America's number one satellite radio company with more than 8.5 million subscribers. Broadcasting live daily from studios in Washington, DC, New York City, Chicago, the Country Music Hall of Fame in Nashville, Toronto and Montreal, XM's 2007 lineup includes more than 170 digital channels of choice from coast to coast: commercial-free music, premier sports, news, talk radio, comedy, children's and entertainment programming; and the most advanced traffic and weather information.
XM, the leader in satellite-delivered entertainment and data services for the automobile market through partnerships with General Motors, Honda, Hyundai, Nissan, Porsche, Subaru, Suzuki and Toyota is available in 140 different vehicle models for 2007. XM's industry-leading products are available at consumer electronics retailers nationwide. For more information about XM hardware, programming and partnerships, please visit http://www.xmradio.com.
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 quarters ended March 31, 2007, June 30, 2007 and September 30, 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 and Where to Find It
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 definitive Joint Proxy Statement/Prospectus and each of SIRIUS and XM may file with the SEC other documents regarding the proposed transaction. The Joint Proxy Statement/Prospectus was first mailed to stockholders of SIRIUS and XM on or about October 9, 2007. INVESTORS AND SECURITY HOLDERS OF SIRIUS AND XM ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS, 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 Joint Proxy Statement/Prospectus filed with the SEC.
SIRIUS
Media Relations
Patrick Reilly
212-901-6646
PReilly@siriusradio.com
Kelly Sullivan
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
ksullivan@joelefrank.com
XM
Media Relations
Nathaniel Brown
212-708-6170
Nathaniel.Brown@xmradio.com
Chance Patterson
202-380-4318
Chance.Patterson@xmradio.com
SOURCE XM Satellite Radio; SIRIUS Satellite Radio
Source: PR Newswire (November 13, 2007 - 8:02 AM EST)
News by QuoteMedia
www.quotemedia.com
hexonx
17 years ago
XM Canada reports third quarter financial results
Monday July 16, 11:28 am ET
>> Achieved 269,900 subscribers
Operating highlights:
- Announced XM Satellite Radio is the exclusive satellite radio provider of the NHL for the next eight seasons until 2015
- 150,000 General Motors vehicles equipped with factory-installed satellite radios on the road
- Increased retail distribution network with a year-to-date addition of more than 500 new locations, achieving a total of more than 3,300 retail locations
- Achieved 269,900 subscribers
- Improved performance in automotive sector with XM Canada now leading with over 80 per cent market share of factory-installed satellite radios
- Increased to 120 channels to provide more unique content and programming choices than any other satellite radio provider in Canada <<
TORONTO, July 16 /CNW/ - Canadian Satellite Radio Holdings Inc. ("CSR") (TSX:XSR - News), today reported its financial results for the third quarter ended May 31, 2007 based on the achievement of 269,900 subscribers.
"Our second anniversary is quickly approaching and marks a departure from our phase one launch period into a new phase of growth and development," said John Bitove, Chairman and CEO of Canadian Satellite Radio Holdings Inc. "We are pleased with our performance this quarter, and as we move forward we will continue to search for new opportunities to maintain our aggressive growth strategy and build our subscriber base. Our long-term agreement with the NHL is an example of our commitment to growth."
Financial results
For the three-month period ended May 31, 2007, XM Canada reported revenue of $5.7 million, an increase of 144 per cent over the third quarter of 2006. This increase in revenue is the direct result of an increase in our subscriber base. Revenue to XM Canada is generated by subscriptions, activation fees, sale of merchandise and advertising sales on Canadian-produced channels.
Adjusted operating loss(1) for the three-month period was $9.8 million, an improvement of $3.4 million over the third quarter of 2006. Adjusted operating loss is expected to improve as we continue to grow our subscriber base and manage operating expenses.
For the third quarter, Average Revenue Per Unit (ARPU) was $11.70, a decrease of $1.30 from the third quarter of 2006. We incurred Subscriber Acquisition Costs (SAC) of $40 per gross addition, a decrease of $29 from our third quarter of 2006. Cost Per Gross Addition (CPGA) was $178, a decrease of $63 over our third quarter of 2006.
The decline in ARPU and SAC from the third quarter of 2006 is primarily due to our fiscal 2007 holiday promotion, which included service credits and hardware rebates that are being amortized as a reduction of revenues over the term of the subscriber payment plan, as well as the introduction of multi-year plans during 2006 and an increasing number of family plan activations. The decline in SAC is also due to an increasing number of subscriber additions through our automotive partnerships. CPGA decreased due to a decrease in both SAC and advertising and marketing expenses.
Operational expenses for the three-month period ended May 31, 2007 included general and administrative expenses of $3.6 million, marketing spend of $5.0 million and cost of revenue of $6.3 million.
------------------------
(1) Adjusted operating loss defined in Consolidated Statement of
Operations and Deficit.
Conference Call / Webcast
John I. Bitove, Chairman and Chief Executive Officer and Michael Washinushi, Chief Financial Officer will discuss the third quarter results on Monday, July 16, 2007 at 2 p.m. (EDT). To participate in the conference call, please dial 1-416-644-3414 (Toronto) or 1-800-733-7571 (Toll Free).
A live audio webcast (listen-only mode) of the conference call will be available at
http://www.newswire.ca/en/webcast/viewEvent.cgi?eventID(equal sign)1908940
and www.cdnsatrad.com. The slides to accompany the financial results are found at www.cdnsatrad.com.
An archived recording of the conference will be available at 1-416-640-1917 (Toronto) or 1-877-289-8525 (Toll-free) (Passcode: 21237883 followed by the number sign.) on July 16, 2007 after 4 p.m. EDT until July 30, 2007 at 11:59 p.m. EDT.
Forward-looking statements
Certain statements included above may be forward-looking in nature. Such statements can be identified by the use of forward-looking terminology such as "expects," "may," "will," "should," "intend," "plan," or "anticipates" or the negative thereof or comparable terminology, or by discussions of strategy. Forward-looking statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance or other statements that are not statements of fact. Although CSR believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. CSR's forward-looking statements are expressly qualified in their entirety by this cautionary statement. CSR makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made.
Additional information identifying risks and uncertainties is contained in CSR's filings with the Canadian securities regulators, available at www.sedar.com.
Canadian Satellite Radio Holdings Inc
Interim Consolidated Balance Sheet (Unaudited)
May 31, August 31,
2007 2006
$ $
Assets
Current assets
Cash 10,296,978 45,188,214
Short term investment 5,349,500 -
Accounts receivable 3,674,574 2,125,367
Inventory 162,659 600,124
Prepaid expenses and other assets 4,735,505 6,882,247
Restricted investments 13,362,233 13,663,023
----------------------------
37,581,449 68,458,975
Restricted investments 12,777,479 19,370,939
Deferred financing costs 4,628,780 5,146,280
Property and equipment 21,604,010 23,221,760
Contract rights, distribution rights and
computer software 225,138,064 239,648,067
----------------------------
Total assets 301,729,782 355,846,021
----------------------------
----------------------------
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable and accrued liabilities 16,198,105 13,516,770
Deferred revenue 7,649,117 2,969,366
----------------------------
23,847,222 16,486,136
Long-term debt 108,056,466 110,660,000
Deferred revenue 3,285,406 1,032,289
Long-term obligations 361,774 310,405
----------------------------
Total liabilities 135,550,868 128,488,830
----------------------------
Shareholders' Equity
Share capital 312,785,862 312,595,362
Contributed surplus 29,229,378 26,344,137
Deficit (175,836,326) (111,582,308)
----------------------------
Total shareholders' equity 166,178,914 227,357,191
----------------------------
Total liabilities and shareholders' equity 301,729,782 355,846,021
----------------------------
----------------------------
Canadian Satellite Radio Holdings Inc.
Interim Consolidated Statement of Operations and Deficit (Unaudited)
Three months ended Nine months ended
May 31, May 31,
2007 2006 2007 2006
$ $ $ $
Revenue 5,710,886 2,340,969 14,411,140 3,531,909
--------------------------------------------------------
Operating expenses
Cost of revenue 6,288,948 5,918,027 19,208,952 14,237,726
Indirect costs - - - 827,125
General and
administrative 3,632,199 3,435,982 12,571,509 13,036,452
Special charges 573,400 - 573,400
Stock-based
compensation 720,032 691,251 2,407,573 22,935,797
Marketing 5,047,684 6,230,690 20,574,356 20,246,285
Amortization of
intangible assets
and property and
equipment 5,606,096 5,252,920 16,810,627 10,444,230
--------------------------------------------------------
21,868,359 21,528,870 72,146,417 81,727,615
--------------------------------------------------------
Loss before the
undernoted (16,157,473) (19,187,901) (57,735,277) (78,195,706)
Interest revenue 434,731 1,172,632 1,936,112 1,617,969
Interest expenses 3,819,342 3,849,197 11,641,210 4,506,123
Foreign exchange
gain (6,273,883) (1,460,860) (3,186,357) (2,112,090)
--------------------------------------------------------
Net loss for the
period (13,268,201) (20,403,606) (64,254,018) (78,971,770)
Deficit -
Beginning of
period (162,568,125) (67,446,894) (111,582,308) (8,878,730)
--------------------------------------------------------
Deficit - End of
period (175,836,326) (87,850,500) (175,836,326) (87,850,500)
--------------------------------------------------------
--------------------------------------------------------
Basic and fully
diluted loss per
common share (0.28) (0.43) (1.35) (2.66)
--------------------------------------------------------
--------------------------------------------------------
Canadian Satellite Radio Holdings Inc.
Reconciliation of Loss before the undernoted to Adjusted Operating Loss
3 Months Ended 3 Months Ended
May 31, 2007 May 31, 2006
Loss before the undernoted as reported (16,157,473) (19,187,901)
Add back non-Adjusted Operating Loss items
included in Operating loss
Amortization 5,606,096 5,252,920
Stock-Based Compensation 720,032 691,251
Costs paid by parent company 51,822 0
Adjusted Operating Loss (9,779,523) (13,243,730)
Adjusted Operating Loss
-----------------------
Adjusted Operating Loss is defined as Loss before the undernoted excluding
amortization, stock-based compensation to employees, directors, officers and
service providers, and non-cash costs paid by parent company. We believe that
Adjusted Operating Loss, as opposed to Operating loss or Net loss, provides a
better measure of our core business operating results and improves
comparability. This non-GAAP measure should be used in addition to, but not as
a substitute for, the analysis provided in statement of operations. We believe
Adjusted Operating Loss is a useful measure of our operating performance and
is a significant basis used by our management to measure the operating
performance of our business. While amortization and stock-based compensation
are considered operating costs under generally accepted accounting principles,
these expenses primarily represent non-cash current period allocation of costs
associated with long-lived assets acquired or constructed in prior periods and
non-cash employee and service provider compensation. Costs paid by parent
company are non-cash costs related to the licence application process and are
not related to ongoing operations of the business. Adjusted Operating Loss is
a calculation used as a basis for investors and analysts to evaluate and
compare the periodic and future operating performances and value of similar
companies in our industry, although our measure of Adjusted Operating Loss may
not be comparable to similarly titled measures of other companies. Adjusted
Operating Loss does not purport to represent operating loss or cash flow from
operating activities, as those terms are defined under generally accepted
accounting principles, and should not be considered as an alternative to those
measurements as an indicator of our performance.
Canadian Satellite Radio Holdings Inc.
Interim Consolidated Statement of Cash Flows (Unaudited)
Three months ended Nine months ended
May 31, May 31,
2007 2006 2007 2006
$ $ $ $
Cash provided by
(used in)
Operating activities
Net loss for the
period (13,268,201) (20,403,606) (64,254,018) (78,971,770)
Add (deduct):
Non-cash items
Costs paid by
parent company 51,822 - 151,833 2,862,764
Stock-based
compensation
expense 720,032 691,251 2,407,573 22,935,797
Amortization of
intangible
assets 4,820,642 4,601,802 14,464,695 9,289,276
Amortization of
property and
equipment 785,454 651,118 2,345,932 1,154,954
Accrued interest
- debt 3,625,781 (460,000) 3,637,928 (460,000)
Accrued interest
receivable (275,032) - (1,000,624) -
Amortization of
deferred
financing costs 172,500 - 517,500 -
Interest
accretion expense 8,814 5,470 26,142 21,879
Unrealized
foreign exchange
gains (6,279,858) (1,083,296) (2,461,028) (1,793,087)
Net change in
non-cash working
capital related
to operations 2,472,975 (3,252,145) 9,479,580 (4,428,400)
-------------------------------------------------------
Net cash used in
operating
activities (7,265,071) (19,249,406) (34,684,487) (49,388,587)
-------------------------------------------------------
Investing activities
Restricted investments - - (41,015,595)
Payment of interest
from restricted
investments - - 7,458,750
Purchase of short
term investments - (5,850,000)
Purchase of property
and equipment (123,248) (590,830) (1,464,960) (20,337,412)
Purchase of computer
software (176) (520,088) (78,191) (5,934,363)
-------------------------------------------------------
Net cash used in
(provided by)
investing
activities (123,424) (1,110,918) 65,599 (67,287,370)
-------------------------------------------------------
Financing activities
Initial public
offering - net of
issuance costs - - - 50,042,354
Shares issued to
CSR Investments - - - 15,000,000
Deferred financing
costs - (600,000) - (5,245,471)
Proceeds from
long-term debt - - - 115,420,000
-------------------------------------------------------
Net cash provided by
financing activities - (600,000) - 175,216,883
-------------------------------------------------------
Foreign exchange
losses on cash held
in foreign currency (742,834) (1,094,720) (272,348) (1,598,540)
-------------------------------------------------------
Change in cash
during the period (8,131,329) (22,055,044) (34,891,236) 56,942,386
Cash - Beginning
of period 18,428,307 78,997,450 45,188,214 20
-------------------------------------------------------
Cash - End of
period 10,296,978 56,942,406 10,296,978 56,942,406
-------------------------------------------------------
-------------------------------------------------------
Supplemental cash
flow disclosures
Rights acquired
through issuance
of shares - 14,740,988 - 245,152,988
Property and
equipment purchases
in accounts payable - 561,642 - 561,642
Computer software
purchases in
accounts payable - 914,045 - 914,045
Prepaid advertising
purchased through
issuance of equity - - 2,000,000
Additions to property
and equipment and
long-term obligations
for asset retirement
obligations - - 512,873
For further information
For investor information, please contact: (416) 408-6899, investor.relations@xmradio.ca
For media information, please contact: Wilcox Group, (416) 203-6666, XMradio@wilcoxgroup.com
Source: Canadian Satellite Radio Holdings Inc.; XM Canada
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