Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 5, 2009
ViaSat, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 0-21767 | 33-0174996 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) | (I.R.S. Employer Identification No.) |
6155 El Camino Real
Carlsbad, California 92009
(Address of Principal Executive Offices, Including Zip Code)
Carlsbad, California 92009
(Address of Principal Executive Offices, Including Zip Code)
(760) 476-2200
(Registrant’s Telephone Number, Including Area Code)
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
| Item 2.02 Results of Operations and Financial Condition | ||||||||
| Item 9.01 Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| EX-99.1 | ||||||||
Table of Contents
Item 2.02 Results of Operations and Financial Condition.
On November 5, 2009, ViaSat, Inc. issued a press release reporting its results of operations for
the second quarter of its fiscal year 2010. A copy of the press release is furnished herewith as
Exhibit 99.1.
The information contained herein and in the accompanying exhibit shall not be incorporated by
reference into any filing of the registrant, whether made before or after the date hereof,
regardless of any general incorporation language in such filing, unless expressly incorporated by
specific reference to such filing. The information in this report, including the exhibit hereto,
shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and
12(a)(2) of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit | ||
| Number | Description of Exhibit | |
99.1
|
Press Release dated November 5, 2009 issued by ViaSat, Inc. |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 5, 2009 | ViaSat, Inc. |
|||
| By: | /s/ Ronald G. Wangerin | |||
| Ronald G. Wangerin | ||||
| Vice President and Chief Financial Officer | ||||
2
Exhibit 99.1
|
News |
Contact: Investor Relations ViaSat Inc. 760-476-2633 www.viasat.com |
ViaSat Reports Fiscal 2010 Second Quarter Results
Carlsbad,
CA — November 5, 2009 — ViaSat Inc. (NASDAQ: VSAT), a provider of advanced satellite and
wireless networking systems and services, announced that financial results for the second quarter
of fiscal year 2010 include new contract awards of $225.7 million, revenues of $160.7 million and
non-GAAP diluted net income per share of $0.40, or $0.28 per share on a diluted GAAP basis.
Year-to-date, ViaSat reported new contract awards of $346.3 million, total revenues of $319.1
million and non-GAAP diluted net income per share of $0.73, or $0.53 per share on a diluted GAAP
basis.
“Our fiscal second quarter featured very good operating earnings from our government and
commercial equipment businesses and exceptionally strong new business orders – especially in
strategically important markets including defense mobile broadband, information assurance, and
Ka-band broadband,” said Mark Dankberg, chairman and CEO. “We also reached a major strategic
milestone through a definitive agreement to acquire WildBlue Communications. The planned
acquisition enables us to integrate the compelling bandwidth capacity of the upcoming ViaSat-1
satellite into WildBlue’s existing distribution and fulfillment resources.”
Financial Results1
| First 6 Mos. | First 6 Mos. | |||||||||||||||
| (In millions, except per share data) | Q2 FY10 | Q2 FY09 | FY10 | FY09 | ||||||||||||
Revenues |
$ | 160.7 | $ | 159.3 | $ | 319.1 | $ | 312.2 | ||||||||
Net income attributable to ViaSat, Inc. |
$ | 9.2 | $ | 9.3 | $ | 17.4 | $ | 15.5 | ||||||||
Diluted per share net income
attributable to ViaSat, Inc. common
stockholders |
$ | 0.28 | $ | 0.29 | $ | 0.53 | $ | 0.49 | ||||||||
Non-GAAP net income attributable to
ViaSat, Inc. 2 |
$ | 13.1 | $ | 12.5 | $ | 24.0 | $ | 21.6 | ||||||||
Non-GAAP diluted net income per share
attributable to ViaSat, Inc. |
$ | 0.40 | $ | 0.39 | $ | 0.73 | $ | 0.68 | ||||||||
Fully diluted weighted average shares |
33.0 | 32.1 | 32.9 | 31.9 | ||||||||||||
New orders/Contract awards |
$ | 225.7 | $ | 255.5 | $ | 346.3 | $ | 461.4 | ||||||||
Sales backlog |
$ | 501.9 | $ | 523.6 | $ | 501.9 | $ | 523.6 | ||||||||
| 1 | ViaSat uses a 52 or 53 week fiscal year which ends on the Friday closest to March 31. ViaSat quarters for fiscal year 2010 end on July 3, 2009, October 2, 2009, January 1, 2010 and April 2, 2010. Fiscal year 2010 is a 52 week year, compared with |
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ViaSat News
| a 53 week year in fiscal year 2009. As a result of the shift in the fiscal calendar, the second quarter of fiscal year 2009 included an additional week. | ||
| 2 | All non-GAAP numbers have been adjusted to exclude the effects of amortization of acquired intangible assets, acquisition related transaction expenses and non-cash stock-based compensation expenses, net of tax. A reconciliation of specific adjustments to GAAP results for these periods is included in the “Reconciliation Between Net Income Attributable to ViaSat, Inc. on a GAAP Basis and Non-GAAP Basis” table contained in this release. A description of our use of non-GAAP information is provided below under “Use of Non-GAAP Financial Information.” |
Government Systems Segment
The Government Systems segment posted quarterly revenues of $102.8 million, a 5.6% increase over
the second quarter of fiscal year 2009. The growth was primarily related to higher revenues
from next generation military satellite communication systems and video data link systems,
offset by lower revenues from information assurance products and development programs and next
generation tactical data link development. New contract awards in our Government Systems
segment for the second quarter of fiscal year 2010 were $118.1 million.
Commercial Networks Segment
For the Commercial Networks segment, revenues were $54.4 million for the second quarter, an 8.2%
decrease from the second quarter of fiscal year 2009. The revenue decrease was primarily due
to lower sales of our consumer broadband products and mobile satellite communication systems,
offset by increased sales of antenna systems and enterprise VSAT products. New contract awards
in our Commercial Networks segment for the second quarter of fiscal year 2010 were $93.5
million.
Satellite Services Segment
Our Satellite Services segment contributed revenues of $3.5 million for the second quarter, which
was a 26.3% increase from the second quarter of fiscal year 2009. The revenue increase was
primarily due to increased sales of our mobile broadband and managed broadband services. New
contract awards in our Satellite Services segment for the second quarter were $14.1 million.
Selected Second Quarter 2010 Business Highlights
| • | Signed an agreement to acquire privately-held WildBlue Communications, the premier Ka-band satellite broadband service provider. The combination of ViaSat and WildBlue is expected to set the stage for accelerated growth and expansion of the WildBlue® broadband service using ViaSat’s next-generation network technology, SurfBeam® 2, and high-capacity ViaSat-1 satellite scheduled to launch in early 2011. | ||
| • | Signed a $46 million contract with Star Satellite Communications Company, a wholly owned subsidiary of Al Yah Satellite Communications Company PrJSC (Yahsat), for SurfBeam® 2 network infrastructure |
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ViaSat News
| and initial customer premises terminals to power YahClick, an advanced new high-speed Ka-band satellite Internet access service in the Middle East region. | |||
| • | Signed contracts totaling approximately $15 million with L-3 Integrated Systems for airborne broadband terminals and services to support intelligence, surveillance, and reconnaissance (ISR) operations of the U.S. Air Force Liberty, a small, twin-turboprop manned ISR aircraft. | ||
| • | Received a $9 million order from BAE Systems Australia to provide X-band and Ka-band satellite antenna systems that will help provide enhanced access to the Australian Defence Wide Area Network in cooperation with the U.S. military using bandwidth on the new Wideband Global Satcom (WGS) satellite constellation. | ||
| • | Awarded two additional orders valued at more than $10 million for Multifunctional Information Distribution System (MIDS) terminals and spare components from the Space and Naval Warfare Systems Command (SPAWAR). | ||
| • | Enerdyne division demonstrated FM analog and new digital interoperability in its EnerLinksIII™ Ground Modem Transceiver, helping unmanned systems make the transition from analog to more secure and higher-performing digital data links for ISR operations. | ||
| • | Subsequent to the end of the quarter, ViaSat was ranked number 135 on the 2009 Forbes list of “200 Best Small Companies” based on growth and financial performance over the past five years. |
Safe Harbor Statement
This press release contains forward-looking statements that are subject to the safe harbors created
under the Securities Act of 1933 and the Securities Exchange Act of 1934. Forward-looking
statements include, among others, statements that refer to our pending acquisition of WildBlue, the
integration of ViaSat-1 into WildBlue’s distribution and fulfillment resources, accelerated growth
and expansion of the WildBlue service, and the progress of and expectations associated with our ViaSat-1 satellite project.
Readers are cautioned that actual results could differ materially from those expressed in any
forward-looking statements. Factors that could cause actual results to differ include: difficulties
and uncertainties relating to the pending WildBlue acquisition, which include difficulties and
uncertainties relating to the satisfaction or waiver of conditions to closing, integration risks
and costs, and uncertainties associated with the performance of the WildBlue business; our ability
to have manufactured or successfully launch ViaSat-1 or implement the related broadband satellite
services on our anticipated timeline or at all; continued turmoil in global financial markets and
economies; the availability and cost of credit; reliance on U.S. government contracts and our
reliance on a small number of contracts which account for a significant percentage of our revenues;
our ability to successfully develop, introduce and sell new technologies, products and
enhancements;
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ViaSat News
reduced demand for products as a result of continued constraints on capital spending
by customers; changes in relationships with, or the financial condition of, key customers or
suppliers; reliance on a limited number of third parties to manufacture and supply our products;
increased competition and other factors affecting the communications industry generally; the effect
of adverse regulatory changes on our ability to sell products; our ability to comply with the
covenants in any credit agreement, indenture or similar instrument governing any of our existing or
future indebtedness; and other factors affecting the communications industry generally. In
addition, please refer to the risk factors contained in ViaSat’s SEC filings available at
www.sec.gov, including ViaSat’s most recent Annual Report on Form 10-K and Quarterly Reports on
Form 10-Q. Readers are cautioned not to place undue reliance on any forward-looking statements,
which speak only as of the date on which they are made. ViaSat undertakes no obligation to update
or revise any forward-looking statements for any reason.
Conference Call
ViaSat Inc. will host a conference call to discuss these fiscal year 2010 second quarter results at
12:00 noon Eastern Time on Thursday, November 5, 2009. The dial-in number is (866) 261-7280
and (703) 639-1228 internationally. The conference ID is 1409861. A replay will be available
for 24 hours beginning at 3:00 PM Eastern Time November 5 at (888) 266-2081 and (703) 925-2533
internationally. The access code is 1409861. You can also access our conference call webcast
and other material financial information discussed on our conference call (including any
information required by Regulation G) on the Investor Relations Events Calendar page
of our corporate Web site (www.viasat.com). The call will be archived and available on that
site for at least one month immediately following the conference call.
About ViaSat (www.viasat.com)
ViaSat is a provider of advanced satellite and wireless communications and secure
networking systems, products and services. ViaSat has leveraged its success developing complex
satellite communication systems and equipment for the U.S. government and select commercial
customers to develop end-to-end satellite network solutions for a wide array of applications and
customers. ViaSat’s product and systems offerings are often linked through common underlying
technologies, customer applications and market relationships. ViaSat believes that its portfolio
of products, combined with its ability to effectively cross-deploy technologies between
government and commercial segments and across different geographic markets, provides it a strong
foundation to sustain and enhance its leadership in advanced communications and networking
technologies. ViaSat’s customers, including the U.S. government, leading aerospace and defense
prime contractors, network integrators and communications service providers, rely on ViaSat’s
solutions to meet their complex communications and networking requirements. ViaSat is based in
Carlsbad, CA, has major locations in Duluth, GA and Germantown, MD (Comsat Laboratories
division), and additional field offices and service centers worldwide.
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ViaSat News
Use of Non-GAAP Financial Information
To supplement ViaSat’s consolidated financial statements presented in accordance with GAAP,
ViaSat uses non-GAAP net income attributable to ViaSat, Inc., a measure ViaSat believes is
appropriate to enhance an overall understanding of ViaSat’s past financial performance and
prospects for the future. Non-GAAP net income attributable to ViaSat, Inc. excludes the effects
of amortization of acquired intangible assets, acquisition related transaction expenses and
non-cash stock-based compensation expenses, net of tax. We believe the non-GAAP results provide
useful information to both management and investors by excluding specific expenses that we
believe are not indicative of our core operating results. In addition, since we have
historically reported non-GAAP results to the investment community, we believe the inclusion of
non-GAAP numbers provides consistency in our financial reporting and facilitates comparisons to
the company’s historical operating results. Further, these non-GAAP results are among the
primary indicators that management uses as a basis for planning and forecasting in future
periods. The presentation of this additional information is not meant to be considered in
isolation or as a substitute for measures of financial performance prepared in accordance with
generally accepted accounting principles. A reconciliation of specific adjustments to GAAP
results is provided in the “Reconciliation Between Net Income Attributable to ViaSat, Inc. on a
GAAP Basis and Non-GAAP Basis” table contained in this release.
WildBlue is a registered trademark of WildBlue Communications.
SurfBeam is registered trademarks of ViaSat, Inc.
EnerLinksIII is a trademark of Enerdyne Technologies, Inc., a wholly owned subsidiary of ViaSat, Inc.
SurfBeam is registered trademarks of ViaSat, Inc.
EnerLinksIII is a trademark of Enerdyne Technologies, Inc., a wholly owned subsidiary of ViaSat, Inc.
Comsat Labs and Comsat Laboratories are tradenames of ViaSat Inc. Neither Comsat Labs nor Comsat
Laboratories is affiliated with COMSAT Corporation. “Comsat” is a registered trademark of COMSAT
Corporation.
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| ViaSat News | 6 |
Condensed Consolidated Statement of Operations
(Unaudited)
(In thousands, except per share data)
(Unaudited)
(In thousands, except per share data)
| Three months ended | Six months ended | |||||||||||||||
| October 2, 2009 | October 3, 2008 | October 2, 2009 | October 3, 2008 | |||||||||||||
Revenues |
$ | 160,666 | $ | 159,280 | $ | 319,074 | $ | 312,241 | ||||||||
Operating expenses: |
||||||||||||||||
Cost of revenues |
111,656 | 115,551 | 223,369 | 223,571 | ||||||||||||
Selling, general & administrative |
28,927 | 25,430 | 55,843 | 49,034 | ||||||||||||
Independent research and development |
6,692 | 6,656 | 13,695 | 16,496 | ||||||||||||
Amortization of intangible assets |
1,362 | 2,340 | 2,867 | 4,680 | ||||||||||||
Income from operations |
12,029 | 9,303 | 23,300 | 18,460 | ||||||||||||
Interest, net |
(129 | ) | 477 | (211 | ) | 1,093 | ||||||||||
Income before income taxes |
11,900 | 9,780 | 23,089 | 19,553 | ||||||||||||
Provision for income taxes |
2,808 | 505 | 5,705 | 3,908 | ||||||||||||
Net income |
9,092 | 9,275 | 17,384 | 15,645 | ||||||||||||
Less: Net (loss) income attributable to the noncontrolling interest, net of tax |
(83 | ) | 17 | (60 | ) | 96 | ||||||||||
Net income attributable to ViaSat, Inc. |
$ | 9,175 | $ | 9,258 | $ | 17,444 | $ | 15,549 | ||||||||
Diluted net income per share attributable to ViaSat, Inc. common stockholders |
0.28 | 0.29 | 0.53 | 0.49 | ||||||||||||
Diluted common equivalent shares |
33,047 | 32,138 | 32,916 | 31,890 | ||||||||||||
AN ITEMIZED RECONCILIATION BETWEEN NET INCOME ATTRIBUTABLE TO VIASAT, INC.
ON A GAAP BASIS AND NON-GAAP BASIS IS AS FOLLOWS: |
||||||||||||||||
GAAP net income attributable to ViaSat, Inc. |
$ | 9,175 | $ | 9,258 | $ | 17,444 | $ | 15,549 | ||||||||
Amortization of intangible assets |
1,362 | 2,340 | 2,867 | 4,680 | ||||||||||||
Acquisition related transaction expenses |
2,496 | — | 2,496 | — | ||||||||||||
Stock-based compensation expense: |
2,532 | 2,860 | 5,094 | 5,049 | ||||||||||||
Income tax effect |
(2,420 | ) | (1,946 | ) | (3,917 | ) | (3,657 | ) | ||||||||
Non-GAAP net income attributable to ViaSat, Inc. |
$ | 13,145 | $ | 12,512 | $ | 23,984 | $ | 21,621 | ||||||||
Non-GAAP diluted net income per share attributable to ViaSat, Inc. common stockholders |
$ | 0.40 | $ | 0.39 | $ | 0.73 | $ | 0.68 | ||||||||
Diluted common equivalent shares |
33,047 | 32,138 | 32,916 | 31,890 | ||||||||||||
Condensed Consolidated Balance Sheet
(Unaudited)
(In thousands)
(Unaudited)
(In thousands)
| Liabilities and | ||||||||||||||||||
| Assets | October 2, 2009 | April 3, 2009 | Stockholders’ Equity | October 2, 2009 | April 3, 2009 | |||||||||||||
Current Assets: |
Current liabilities: | |||||||||||||||||
Cash and cash equivalents |
$ | 83,884 | $ | 63,491 | Accounts payable | $ | 58,223 | $ | 63,397 | |||||||||
Accounts receivable, net |
206,816 | 164,106 | Accrued liabilities | 81,126 | 72,037 | |||||||||||||
Inventories |
67,364 | 65,562 | Total current liabilities | 139,349 | 135,434 | |||||||||||||
Deferred income taxes |
26,724 | 26,724 | Line of credit | 80,000 | — | |||||||||||||
Prepaid expenses and other current assets |
23,159 | 18,941 | Other liabilities | 24,443 | 24,718 | |||||||||||||
Total current assets |
407,947 | 338,824 | Total liabilities | 243,792 | 160,152 | |||||||||||||
Property, equipment and satellite, net |
214,527 | 170,225 | ||||||||||||||||
Other intangible assets, net |
13,788 | 16,655 | Total ViaSat, Inc. stockholders’ equity | 490,744 | 458,748 | |||||||||||||
Goodwill |
65,429 | 65,429 | Noncontrolling interest in subsidiary | 3,982 | 4,042 | |||||||||||||
Other assets |
36,827 | 31,809 | Total stockholders’ equity | 494,726 | 462,790 | |||||||||||||
Total assets |
$ | 738,518 | $ | 622,942 | Total liabilities and stockholders’ equity | $ | 738,518 | $ | 622,942 | |||||||||