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Thread: Take A Look At The 12b-25 Ext: What Does It Reveal?

  1. #1
    cos1000 is offline
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    Take A Look At The 12b-25 Ext: What Does It Reveal?

    This is from the Company's Recently filed 12b-25 Extension:

    Here's the Link:


    http://idea.sec.gov/Archives/edgar/d...43ntnt10vk.htm



    ***Management has not yet completed its evaluation as to whether substantial doubt exists relative to the Company’s ability to continue as a going concern for a reasonable period of time. A significant element of that evaluation relates to uncertainties associated with funding of amounts stipulated in the aforementioned Investment Agreements. These uncertainties may not be resolved by the time the Company files its Form 10-K with the Securities and Exchange Commission. In the event such uncertainties remain unresolved, management anticipates that KPMG LLP’s auditors’ report relative to the Company’s 2008 consolidated financial statements will contain an explanatory paragraph indicating substantial doubt about the Company’s ability to continue as a going concern.


    In addition to resulting in termination of further funding pursuant to the Investment Agreements, the inclusion of such a paragraph by KPMG LLP would result in a default under certain indebtedness of the Company, XM Holdings and XM Satellite Radio Inc. (“XM Inc.”) which defaults, if not cured or waived prior to the expiration of the applicable grace period, would result in an event of default under other indebtedness of the Company, XM Holdings and XM Inc.
    Such events of default, if they occur, provide the lenders the right to demand all amounts due under the respective agreements immediately due and payable.****




    And This in The Filing's Attachment: Could This Be and Indicator of FCF and COH without the need to Grow Subscribers with Retail Sales, Best of Both, and Subscriber Resets??





    Sirius XM Radio Inc. Attachment 1 to Form 12b-25

    On July 28, 2008, Vernon Merger Corporation, a wholly-owned subsidiary of Sirius Satellite Radio Inc., merged with and into XM Satellite Radio Holdings Inc. (“XM Holdings”), whereupon XM Holdings became a wholly-owned subsidiary of Sirius Satellite Radio Inc., which changed its name to Sirius XM Radio Inc. (the “Company”). The results of XM Holdings’ operations will be included in the Company’s consolidated financial statements as part of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. Accordingly, the Company expects, primarily as a result of the merger, to have a significant change in its results of operations from the year ended December 31, 2007. Subscriber revenue of the Company is expected to approximately double for the period from the date of the merger to year-end compared to the comparable period in 2007. This increase was primarily attributable to the merger and, to a lesser extent, to the growth of subscribers. The Company’s results were also impacted by required purchase accounting adjustments and an impairment charge to goodwill. In addition, the current global economic and financial crisis has had an adverse impact on the Company’s results of operations for 2008 compared to 2007. For example, the sale and lease of vehicles with satellite radios and sales of satellite radios in the retail market are important sources of subscribers for the Company. Current economic conditions, particularly the dramatic and recent slowdown in auto sales, have negatively impacted subscriber growth for 2008.

    So What Do You Think Any of This Sets Up For The 17th Conference Call??

  2. #2
    Koop is offline
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    sounds like maybe XM is about to go belly up. Interesting how Sirius which is still seperate wasn't listed in the "going concern" problem.
    I will re-read and update.
    koop

  3. #3
    cos1000 is offline
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    Koop, How's it going..... thanks for stopping by... This is the question I was trying to raise the other day on SA, but it is hard to frame it without sounding overly negative... I read this stuff knowing that the extension had to be filed because the commitments made to Malone & Liberty by XM to get lenders to extend debt, namely the banks led by JPM on the May XM $250M is not done. The extension is to meet those commitments and keep the negative paragraph out of the report is my take, but I am not sure.... This is why I felt the extension would be viewed negatively because it puts the deal in Limbo still...

  4. #4
    Brandon Matthews is offline
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    Ouch....That hurt.

    How can we not be overly negative? For starters, it looks as if we lost subs last quarter.

    Revenue seems ok but they attribute it to the merger, probably best of subs.

    Outlook is negative.

    They are going to take another impairment charge, which means they will miss on estimates and basically kill any advantage to the increase in revenue.

    BK is going back on the table.

    This is horrible.

  5. #5
    Lithium24 is offline
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    Subscriber revenue of the Company is expected to approximately double for the period from the date of the merger to year-end compared to the comparable period in 2007. This increase was primarily attributable to the merger and, to a lesser extent, to the growth of subscribers.

    Why do you say Siri lost subs? Doesnt it clearly say "growth"?

    Hit a rook with some knowledge!

  6. #6
    Hopeful is offline
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    Brandon,

    I agree that BK may be back on the table, however it only appears to be on XM's table?

  7. #7
    Brandon Matthews is offline
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    to a lesser extent...

    Bear in mind that this is not just a quarterly report. It's an annual report. There will be subscriber growth for the year, but the quarter looks to be a disaster as it states the oem situation has had an ADVERSE effect. Kind of looks like REVERSE doesn't it?

    In addition, the current global economic and financial crisis has had an adverse impact on the Company’s results of operations for 2008 compared to 2007. For example, the sale and lease of vehicles with satellite radios and sales of satellite radios in the retail market are important sources of subscribers for the Company. Current economic conditions, particularly the dramatic and recent slowdown in auto sales, have negatively impacted subscriber growth for 2008.

  8. #8
    asm610 is offline
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    This can't be the truth


    Management has not yet completed its evaluation as to whether substantial doubt exists relative to the Company’s ability to continue as a going concern for a reasonable period of time. A significant element of that evaluation relates to uncertainties associated with funding of amounts stipulated in the aforementioned Investment Agreements. These uncertainties may not be resolved by the time the Company files its Form 10-K with the Securities and Exchange Commission. In the event such uncertainties remain unresolved, management anticipates that KPMG LLP’s auditors’ report relative to the Company’s 2008 consolidated financial statements will contain an explanatory paragraph indicating substantial doubt about the Company’s ability to continue as a going concern.




    If it is TRUE....The officers of this company are going to jail, and I will be first in line with Relmor to see an attorney. They will have alot of explaining to do as to why they worked a deal with liberty and Malone....when Ergen's was clearly better for the company from a cash perspective....which is their number 1 problem.

  9. #9
    cos1000 is offline
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    Brandon, I had read this when I mentioned BK was still on the table on your R/S article, sorry I didn't have the link at the time, but I was a little taken back when I read this... It just seemed to me that the Feb deal was truly a bridge to a still serious situation and that it could all go up in smoke if they can't get it done by the 17th of March, even though the May debt isn't due.

    Quote Originally Posted by Brandon Matthews View Post
    Ouch....That hurt.

    How can we not be overly negative? For starters, it looks as if we lost subs last quarter.

    Revenue seems ok but they attribute it to the merger, probably best of subs.

    Outlook is negative.

    They are going to take another impairment charge, which means they will miss on estimates and basically kill any advantage to the increase in revenue.

    BK is going back on the table.

    This is horrible.

  10. #10
    asm610 is offline
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    Quote Originally Posted by Brandon Matthews View Post
    to a lesser extent...

    Bear in mind that this is not just a quarterly report. It's an annual report. There will be subscriber growth for the year, but the quarter looks to be a disaster as it states the oem situation has had an ADVERSE effect. Kind of looks like REVERSE doesn't it?

    In addition, the current global economic and financial crisis has had an adverse impact on the Company’s results of operations for 2008 compared to 2007. For example, the sale and lease of vehicles with satellite radios and sales of satellite radios in the retail market are important sources of subscribers for the Company. Current economic conditions, particularly the dramatic and recent slowdown in auto sales, have negatively impacted subscriber growth for 2008.
    That doesn't make a whole lot of sense top me. Sure the first Q numbers are going to be lower.....but the numbers for 2008 should fall pretty close.

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