This excerpt taken from the SIRI 10-Q filed Aug 9, 2007.
Liquidity and Capital Resources
Cash Flows for the Six Months Ended June 30, 2007 Compared with the Six Months Ended June 30, 2006
As of June 30, 2007, we had $424,749 in cash and cash equivalents compared with $534,963 as of June 30, 2006 and $393,421 as of December 31, 2006.
The following table presents a summary of our cash flow activity for the periods set forth below:
Net Cash Used in Operating Activities
Net cash used in operating activities decreased $76,240 to $189,847 for the six months ended June 30, 2007 from $266,087 for the six months ended June 30, 2006. Such decrease in the net outflows of cash was attributable to increased cash receipts from subscribers due to the growth of our subscriber base, offset by an increase in paydown of distribution accruals and stock-based compensation expense to third parties in 2006 as a result of certain targets that were satisfied.
Net Cash Used in Investing Activities
Net cash used in investing activities was $25,956 for the six months ended June 30, 2007 compared with net cash provided by investing activities of $36,067 for the six months ended June 30, 2006. The $62,023 decrease was primarily a result of higher net sales activity of available-for-sale securities in the second quarter of 2006, offset by an increase in capital expenditures of $8,809 primarily as a result of costs associated with our satellite construction and launch vehicle.
We will incur significant capital expenditures to construct and launch our new satellites and to improve our terrestrial repeater network and broadcast and administrative infrastructure. These capital expenditures will support our growth and the resiliency of our operations, and will also support the delivery of future new revenue streams.
Net Cash Provided by Financing Activities
Net cash provided by financing activities increased $244,155 to $247,131 for the six months ended June 30, 2007 from $2,976 for the six months ended June 30, 2006. The increase was a result of additional debt proceeds, net of related costs of $245,199 from the new term loan entered into in June 2007.
Financings and Capital Requirements
We have historically financed our operations through the sale of debt and equity securities.
Future Liquidity and Capital Resource Requirements
Based upon our current plans, we believe that our cash, cash equivalents and marketable securities will be sufficient to cover our estimated funding needs through cash flow breakeven, the point at which our revenues are sufficient to fund expected operating expenses, capital expenditures, working capital requirements, interest and principal payments and taxes. In light of our pending merger with XM Radio, and the uncertainty surrounding the timing and financial impact, we are no longer currently providing cash flow guidance for the year ending December 31, 2007 or beyond. Our financial projections are based on assumptions, which we believe are reasonable but contain significant uncertainties.
Our business is in its early stages, and we regularly evaluate our plans and strategy. These evaluations often result in changes to our plans and strategy, some of which may be material and significantly change our cash requirements or cause us to achieve cash flow breakeven at a later date. These changes in our plans or strategy may include: the acquisition of unique or compelling programming; the introduction of new features or services;
significant new or enhanced distribution arrangements; investments in infrastructure, such as satellites, equipment or radio spectrum; and acquisitions of third parties that own programming, distribution, infrastructure, assets, or any combination of the foregoing.
In June 2006, we entered into a Credit Agreement with Space Systems/Loral (the Credit Agreement). Under the Credit Agreement, Space Systems/Loral has agreed to make loans to us in an aggregate principal amount of up to $100,000 to finance the purchase of our new satellite. Loans made under the Credit Agreement will be secured by our rights under the Satellite Purchase Agreement with Space Systems/Loral, including our rights to the new satellite. The loans are also entitled to the benefits of a subsidiary guarantee from Satellite CD Radio, Inc., our subsidiary that holds our FCC license, and any future material subsidiary that may be formed by us. The maturity date of the loans is the earliest to occur of (i) April 6, 2009, (ii) 90 days after the new satellite becomes available for shipment, and (iii) 30 days prior to the scheduled launch of the new satellite. Any loans made under the Credit Agreement generally will bear interest at a variable rate equal to three-month LIBOR plus 4.75% . The Credit Agreement permits us to prepay all or a portion of the loans outstanding without penalty. We have no current plans to draw under this Credit Agreement.
In June 2007, we entered into a Term Credit Agreement with a syndicate of financial institutions. The Credit Agreement provides for a term loan of $250,000, which has been drawn. Interest under the Credit Agreement is based, at our option, on (i) adjusted LIBOR plus 2.25% or (ii) the higher of (a) the prime rate and (b) the Federal Funds Effective Rate plus 1/2 of 1.00%, plus 1.25%. LIBOR borrowings may be made for interest periods, at our option, of one, two, three or six months (or, if agreed by all of the lenders, nine or twelve months). The loan amortizes in equal quarterly installments of 0.25% of the initial aggregate principal amount for the first four and a half years, with the balance of the loan thereafter being repaid in four equal quarterly installments. The loan matures on December 20, 2012. The loan is guaranteed by our wholly owned subsidiary, Satellite CD Radio, Inc. (the Guarantor). The Credit Agreement is secured by a lien on substantially all of our and the Guarantors assets, including our satellites and the shares of the Guarantor. The Credit Agreement contains customary affirmative covenants and event of default provisions. The negative covenants contained in the Credit Agreement are substantially similar to those contained in the indenture governing our 95/8% Senior Notes due 2013.
To fund incremental cash requirements, or as market opportunities arise, we may choose to raise additional funds through the sale of additional debt securities, equity securities or a combination of debt and equity securities. The incurrence of additional indebtedness would result in increased fiscal obligations and could contain restrictive covenants. The sale of additional equity or convertible debt securities may result in dilution to our stockholders. These additional sources of funds may not be available or, if available, may not be available on terms favorable to us. Our merger agreement with XM Radio restricts our ability to incur additional debt financing beyond our existing credit facilities (or equivalent funding) and limits the amount of new equity we can issue, in each case without approval from XM Radio.
2003 Long-Term Stock Incentive Plan
In January 2003, our board of directors adopted the Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan (the 2003 Plan), and on March 4, 2003 our stockholders approved this plan. On May 25, 2004, our stockholders approved an amendment to the 2003 Plan to include members of our board of directors as eligible participants. Employees, consultants and members of our board of directors are eligible to receive awards under the 2003 Plan. The 2003 Plan provides for the grant of stock options, restricted stock, restricted stock units and other stock-based awards that the compensation committee of our board of directors may deem appropriate.
Vesting and other terms of stock-based awards are set forth in the agreements with the individuals receiving the awards. Stock-based awards granted under the 2003 Plan are generally subject to a vesting requirement that includes one or all of the following: (1) over time, generally three to five years from the date of grant; (2) on a specific date in future periods, with acceleration to earlier periods if performance criteria are satisfied; or (3) as certain performance targets set at the time of grant are achieved. Stock-based awards generally expire ten years from date of grant. Each restricted stock unit entitles the holder to receive one share of our common stock upon vesting.
As of June 30, 2007, approximately 86,563,000 stock options, shares of restricted stock and restricted stock units were outstanding. As of June 30, 2007, approximately 72,996,000 shares of our common stock were available for grant under the 2003 Plan. During the six months ended June 30, 2007, employees exercised 556,236 stock options at exercise prices ranging from $2.81 to $4.16 per share, resulting in proceeds to us of $757. The exercise of the remaining outstanding, vested options could result in an inflow of cash in future periods.
Contractual Cash Commitments
For a discussion of our Contractual Cash Commitments refer to Note 11 to the unaudited consolidated financial statements, Commitments and Contingencies, of this Form 10-Q.