ViaSat, Inc.
VIASAT INC (Form: 10-Q, Received: 11/09/2016 06:06:14)
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016.

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             .

Commission File Number (000-21767)

 

 

ViaSat, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   33-0174996

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

6155 El Camino Real

Carlsbad, California 92009

(760) 476-2200

(Address of principal executive offices and telephone number)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x     No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x    Accelerated filer    ¨
Non-accelerated filer   ¨    Smaller reporting company    ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   x

The number of shares outstanding of the registrant’s common stock, $0.0001 par value, as of October 28, 2016 was 49,486,623.

 

 

 


Table of Contents

VIASAT, INC.

TABLE OF CONTENTS

 

     Page  

PART I. FINANCIAL INFORMATION

  

Item 1. Financial Statements (Unaudited)

     3   

Condensed Consolidated Balance Sheets

     3   

Condensed Consolidated Statements of Operations and Comprehensive Income

     4   

Condensed Consolidated Statements of Cash Flows

     5   

Condensed Consolidated Statement of Equity

     6   

Notes to the Condensed Consolidated Financial Statements

     7   

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     26   

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     45   

Item 4. Controls and Procedures

     46   

PART II. OTHER INFORMATION

  

Item 1. Legal Proceedings

     47   

Item 1A. Risk Factors

     47   

Item 6. Exhibits

     47   

Signatures

     48   


Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

VIASAT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

     As of
September 30, 2016
    As of
March 31, 2016
 
     (In thousands)  
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 51,275      $ 42,088   

Accounts receivable, net

     276,497        286,724   

Inventories

     151,631        145,161   

Prepaid expenses and other current assets

     49,302        47,583   
  

 

 

   

 

 

 

Total current assets

     528,705        521,556   

Satellites, net

     1,014,433        898,197   

Property and equipment, net

     525,155        486,910   

Other acquired intangible assets, net

     28,742        33,604   

Goodwill

     116,404        117,040   

Other assets

     369,796        340,005   
  

 

 

   

 

 

 

Total assets

   $ 2,583,235      $ 2,397,312   
  

 

 

   

 

 

 
LIABILITIES AND EQUITY     

Current liabilities:

    

Accounts payable

   $ 97,783      $ 95,645   

Accrued liabilities

     186,407        184,344   
  

 

 

   

 

 

 

Total current liabilities

     284,190        279,989   

Senior notes, net

     575,352        575,304   

Other long-term debt, net

     485,124        370,224   

Other liabilities

     38,602        37,371   
  

 

 

   

 

 

 

Total liabilities

     1,383,268        1,262,888   
  

 

 

   

 

 

 

Commitments and contingencies (Note 8)

    

Equity:

    

ViaSat, Inc. stockholders’ equity

    

Common stock

     5        5   

Paid-in capital

     909,067        855,387   

Retained earnings

     286,578        273,704   

Accumulated other comprehensive (loss) income

     (1,011     7   
  

 

 

   

 

 

 

Total ViaSat, Inc. stockholders’ equity

     1,194,639        1,129,103   

Noncontrolling interest in subsidiary

     5,328        5,321   
  

 

 

   

 

 

 

Total equity

     1,199,967        1,134,424   
  

 

 

   

 

 

 

Total liabilities and equity

   $ 2,583,235      $ 2,397,312   
  

 

 

   

 

 

 

See accompanying notes to the condensed consolidated financial statements.

 

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Table of Contents

VIASAT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

(UNAUDITED)

 

    Three Months Ended     Six Months Ended  
    September 30, 2016     September 30, 2015     September 30, 2016     September 30, 2015  
    (In thousands, except per share data)  

Revenues:

       

Product revenues

  $ 187,235      $ 163,660      $ 347,911      $ 332,008   

Service revenues

    211,923        189,670        414,377        365,700   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

    399,158        353,330        762,288        697,708   

Operating expenses:

       

Cost of product revenues

    136,825        116,179        257,505        242,009   

Cost of service revenues

    134,241        124,595        261,823        242,204   

Selling, general and administrative

    77,224        73,351        156,624        144,458   

Independent research and development

    30,177        20,792        55,354        36,400   

Amortization of acquired intangible assets

    2,277        4,587        4,790        9,397   
 

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

    18,414        13,826        26,192        23,240   

Other income (expense):

       

Interest income

    229        598        552        1,294   

Interest expense

    (4,308     (6,696     (9,442     (13,280
 

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

    14,335        7,728        17,302        11,254   

Provision for income taxes

    3,596        2,808        4,406        3,815   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    10,739        4,920        12,896        7,439   

Less: net (loss) income attributable to the noncontrolling interest, net of tax

    (280     (16     22        (105
 

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to ViaSat, Inc.

  $ 11,019      $ 4,936      $ 12,874      $ 7,544   
 

 

 

   

 

 

   

 

 

   

 

 

 

Basic net income per share attributable to ViaSat, Inc. common stockholders

  $ 0.22      $ 0.10      $ 0.26      $ 0.16   

Diluted net income per share attributable to ViaSat, Inc. common stockholders

  $ 0.22      $ 0.10      $ 0.26      $ 0.15   

Shares used in computing basic net income per share

    49,503        48,205        49,319        48,052   

Shares used in computing diluted net income per share

    50,533        49,125        50,393        48,995   

Comprehensive income:

       

Net income

  $ 10,739      $ 4,920      $ 12,896      $ 7,439   

Other comprehensive (loss) income, net of tax:

       

Unrealized gain (loss) on hedging, net of tax

    21        (20     (79     94   

Foreign currency translation adjustments, net of tax

    (175     (681     (939     186   
 

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive (loss) income, net of tax

    (154     (701     (1,018     280   
 

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

    10,585        4,219        11,878        7,719   

Less: comprehensive (loss) income attributable to the noncontrolling interest, net of tax

    (280     (16     22        (105
 

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income attributable to ViaSat, Inc.

  $ 10,865      $ 4,235      $ 11,856      $ 7,824   
 

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to the condensed consolidated financial statements.

 

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VIASAT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

    Six Months Ended  
    September 30, 2016     September 30, 2015  
    (In thousands)  

Cash flows from operating activities:

 

Net income

  $ 12,896      $ 7,439   

Adjustments to reconcile net income to net cash provided by operating activities:

   

Depreciation

    100,541        94,996   

Amortization of intangible assets

    21,279        23,433   

Deferred income taxes

    3,430        3,814   

Stock-based compensation expense

    25,418        22,283   

Loss on disposition of fixed assets

    17,812        17,862   

Other non-cash adjustments

    4,895        3,697   

Increase (decrease) in cash resulting from changes in operating assets and liabilities, net of effects of acquisition:

   

Accounts receivable

    6,494        (41,073

Inventories

    (2,074     (4,472

Other assets

    (5,907     (4,367

Accounts payable

    (8,876     (3,703

Accrued liabilities

    13,404        (10,210

Other liabilities

    2,315        (2,201
 

 

 

   

 

 

 

Net cash provided by operating activities

    191,627        107,498   

Cash flows from investing activities:

   

Purchase of property, equipment and satellites

    (260,033     (137,517

Cash paid for patents, licenses and other assets

    (38,430     (32,483

Payments related to acquisition of business, net of cash acquired

    —         (3,613

Other investing activities

    (649     —    
 

 

 

   

 

 

 

Net cash used in investing activities

    (299,112     (173,613

Cash flows from financing activities:

   

Proceeds from revolving credit facility borrowings

    90,000        100,000   

Payments of revolving credit facility borrowings

    (45,000     (145,000

Proceeds from Ex-Im credit facility borrowings, net of discount

    67,236        96,850   

Payment of debt issuance costs

    (6,583     (803

Proceeds from issuance of common stock under equity plans

    14,487        11,422   

Purchase of common stock in treasury (immediately retired) related to tax withholdings for stock-based compensation

    (2,504     (1,339

Other financing activities

    (761     (886
 

 

 

   

 

 

 

Net cash provided by financing activities

    116,875        60,244   

Effect of exchange rate changes on cash

    (203     14   
 

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

    9,187        (5,857

Cash and cash equivalents at beginning of period

    42,088        52,263   
 

 

 

   

 

 

 

Cash and cash equivalents at end of period

  $ 51,275      $ 46,406   
 

 

 

   

 

 

 

Non-cash investing and financing activities:

   

Issuance of common stock in satisfaction of certain accrued employee compensation liabilities

  $ 13,080      $ 11,609   

Capital expenditures not paid for

  $ 19,923      $ 22,957   

Exposure fees on Ex-Im credit facility expected to be financed through Ex-Im credit facility

  $ 7,382      $ 8,443   

See accompanying notes to the condensed consolidated financial statements.

 

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Table of Contents

VIASAT, INC.

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(UNAUDITED)

 

     ViaSat, Inc. Stockholders     Noncontrolling
Interest in
Subsidiary
    Total  
     Common Stock                   Accumulated
Other
Comprehensive
Income (Loss)
     
     Number of
Shares
Issued
     Amount      Paid-in
Capital
    Retained
Earnings
        
     (In thousands, except share data)  

Balance at March 31, 2016

     48,926,417       $ 5       $ 855,387      $ 273,704       $ 7      $ 5,321      $ 1,134,424   

Exercise of stock options

     221,237         —          9,595        —          —         —         9,595   

Issuance of stock under Employee Stock Purchase Plan

     94,339         —          4,892        —          —         —         4,892   

Stock-based compensation

     —          —          28,617        —          —         —         28,617   

Shares issued in settlement of certain accrued employee compensation liabilities

     176,731         —          13,080        —          —         —         13,080   

RSU awards vesting, net of shares withheld for taxes which have been retired

     67,899         —          (2,504     —          —         —         (2,504

Other noncontrolling interest activity

     —          —          —         —          —         (15     (15

Net income

     —          —          —         12,874         —         22        12,896   

Other comprehensive loss, net of tax

     —          —          —         —          (1,018     —         (1,018
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Balance at September 30, 2016

     49,486,623       $ 5       $ 909,067      $ 286,578       $ (1,011   $ 5,328      $ 1,199,967   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

See accompanying notes to the condensed consolidated financial statements.

 

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Table of Contents

VIASAT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 — Basis of Presentation

The accompanying condensed consolidated balance sheet at September 30, 2016, the condensed consolidated statements of operations and comprehensive income for the three and six months ended September 30, 2016 and 2015, the condensed consolidated statements of cash flows for the six months ended September 30, 2016 and 2015 and the condensed consolidated statement of equity for the six months ended September 30, 2016 have been prepared by the management of ViaSat, Inc. (also referred to hereafter as the Company or ViaSat), and have not been audited. These financial statements have been prepared on the same basis as the audited consolidated financial statements for the fiscal year ended March 31, 2016 and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the Company’s results for the periods presented. These financial statements should be read in conjunction with the financial statements and notes thereto for the fiscal year ended March 31, 2016 included in the Company’s Annual Report on Form 10-K. Interim operating results are not necessarily indicative of operating results for the full year. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (GAAP).

The Company’s condensed consolidated financial statements include the assets, liabilities and results of operations of ViaSat, its wholly owned subsidiaries and TrellisWare Technologies, Inc. (TrellisWare), a majority-owned subsidiary. All significant intercompany amounts have been eliminated.

During the first quarter of fiscal year 2016, the Company completed the acquisition of Engreen Inc. (Engreen), a privately held company focused on network function virtualization. The Engreen purchase price of approximately $5.3 million (of which $0.5 million has been withheld as security for any indemnifiable damages) was primarily allocated to acquired technology intangible assets and the assumption of certain liabilities. This acquisition was accounted for as a purchase and, accordingly, the condensed consolidated financial statements include the operating results of Engreen from the date of acquisition.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Estimates have been prepared on the basis of the most current and best available information and actual results could differ from those estimates. Significant estimates made by management include revenue recognition, stock-based compensation, self-insurance reserves, allowance for doubtful accounts, warranty accruals, valuation of goodwill and other intangible assets, patents, orbital slots and other licenses, software development, property, equipment and satellites, long-lived assets, derivatives, contingencies and income taxes including the valuation allowance on deferred tax assets.

Revenue recognition

A substantial portion of the Company’s revenues is derived from long-term contracts requiring development and delivery of complex equipment built to customer specifications. Sales related to long-term contracts are accounted for under the authoritative guidance for the percentage-of-completion method of accounting (Accounting Standards Codification (ASC) 605-35). Sales and earnings under these contracts are recorded either based on the ratio of actual costs incurred to date to total estimated costs expected to be incurred related to the contract, or as products are shipped under the units-of-delivery method. Anticipated losses on contracts are recognized in full in the period in which losses become probable and estimable. Changes in estimates of profit or loss on contracts are included in earnings on a cumulative basis in the period the estimate is changed. During the three months ended September 30, 2016 and 2015, the Company recorded losses of approximately $1.6 million and $0.3 million, respectively, related to loss contracts. During

 

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Table of Contents

VIASAT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

the six months ended September 30, 2016 and 2015, the Company recorded losses of approximately $2.0 million and $1.7 million, respectively, related to loss contracts.

The Company also derives a substantial portion of its revenues from contracts and purchase orders where revenue is recorded on delivery of products or performance of services in accordance with the authoritative guidance for revenue recognition (ASC 605). Under this standard, the Company recognizes revenue when an arrangement exists, prices are determinable, collectability is reasonably assured and the goods or services have been delivered.

The Company also enters into certain leasing arrangements with customers and evaluates the contracts in accordance with the authoritative guidance for leases (ASC 840). The Company’s accounting for equipment leases involves specific determinations under the authoritative guidance for leases, which often involve complex provisions and significant judgments. In accordance with the authoritative guidance for leases, the Company classifies the transactions as sales type or operating leases based on: (1) review for transfers of ownership of the equipment to the lessee by the end of the lease term, (2) review of the lease terms to determine if it contains an option to purchase the leased equipment for a price which is sufficiently lower than the expected fair value of the equipment at the date of the option, (3) review of the lease term to determine if it is equal to or greater than 75% of the economic life of the equipment, and (4) review of the present value of the minimum lease payments to determine if they are equal to or greater than 90% of the fair market value of the equipment at the inception of the lease. Additionally, the Company considers the cancelability of the contract and any related uncertainty of collections or risk in recoverability of the lease investment at lease inception. Revenue from sales type leases is recognized at the inception of the lease or when the equipment has been delivered and installed at the customer site, if installation is required. Revenues from equipment rentals under operating leases are recognized as earned over the lease term, which is generally on a straight-line basis.

In accordance with the authoritative guidance for revenue recognition for multiple element arrangements, the Accounting Standards Update (ASU) 2009-13 (ASU 2009-13), Revenue Recognition (ASC 605) Multiple-Deliverable Revenue Arrangements, which updates ASC 605-25, Revenue Recognition-Multiple element arrangements, of the Financial Accounting Standards Board (FASB) codification, for substantially all of the arrangements with multiple deliverables, the Company allocates revenue to each element based on a selling price hierarchy at the arrangement inception. The selling price for each element is based upon the following selling price hierarchy: vendor specific objective evidence (VSOE) if available, third-party evidence (TPE) if VSOE is not available, or estimated selling price (ESP) if neither VSOE nor TPE are available (a description as to how the Company determines VSOE, TPE and ESP is provided below). If a tangible hardware systems product includes software, the Company determines whether the tangible hardware systems product and the software work together to deliver the product’s essential functionality and, if so, the entire product is treated as a nonsoftware deliverable. The total arrangement consideration is allocated to each separate unit of accounting for each of the nonsoftware deliverables using the relative selling prices of each unit based on the aforementioned selling price hierarchy. Revenue for each separate unit of accounting is recognized when the applicable revenue recognition criteria for each element have been met.

To determine the selling price in multiple-element arrangements, the Company establishes VSOE of the selling price using the price charged for a deliverable when sold separately. The Company also considers specific renewal rates offered to customers for software license updates, product support and hardware systems support, and other services. For nonsoftware multiple-element arrangements, TPE is established by evaluating similar and/or interchangeable competitor products or services in standalone arrangements with similarly situated customers and/or agreements. If the Company is unable to determine the selling price because VSOE or TPE doesn’t exist, the Company determines ESP for the purposes of allocating the arrangement by reviewing historical transactions, including transactions whereby the deliverable was sold on a standalone basis and considers several other external and internal factors including, but not limited to, pricing practices including discounting, margin objectives, competition, the geographies in which the Company offers its products and services, the type of customer (i.e., distributor, value added reseller, government agency or direct end user, among others), volume commitments and the stage of the product lifecycle. The determination of ESP considers the Company’s pricing model and go-to-market strategy. As the Company’s, or its competitors’, pricing and go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes to its determination of VSOE, TPE and ESP. As a result, the Company’s future revenue recognition for multiple-element arrangements could differ materially from those in the current period.

In accordance with the authoritative guidance for shipping and handling fees and costs (ASC 605-45), the Company records shipping and handling costs billed to customers as a component of revenues, and shipping and handling costs incurred by the Company for inbound and outbound freight as a component of cost of revenues.

Collections in excess of revenues and deferred revenues represent cash collected from customers in advance of revenue recognition and are recorded in accrued liabilities for obligations within the next twelve months. Amounts for obligations extending beyond twelve months are recorded within other liabilities in the condensed consolidated financial statements.

Contract costs on U.S. government contracts are subject to audit and review by the Defense Contracting Management Agency (DCMA), the Defense Contract Audit Agency (DCAA), and other U.S. government agencies, as well as negotiations with U.S.

 

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VIASAT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

government representatives. The Company’s incurred cost audits by the DCAA have not been concluded for fiscal year 2016. As of September 30, 2016, the DCAA had completed its incurred cost audit for fiscal year 2004 and approved the Company’s incurred cost claims for fiscal years 2005 through 2015 without further audit. Although the Company has recorded contract revenues subsequent to fiscal year 2015 based upon an estimate of costs that the Company believes will be approved upon final audit or review, the Company does not know the outcome of any ongoing or future audits or reviews and adjustments, and if future adjustments exceed the Company’s estimates, its profitability would be adversely affected. As of September 30, 2016 and March 31, 2016, the Company had $1.7 million and $2.5 million, respectively, in contract-related reserves for its estimate of potential refunds to customers for potential cost adjustments on several multi-year U.S. government cost reimbursable contracts (see Note 8).

Advertising costs

In accordance with the authoritative guidance for advertising costs (ASC 720-35), advertising costs are expensed as incurred and included in selling, general and administrative (SG&A) expenses. Advertising expenses for the three months ended September 30, 2016 and 2015 were $0.8 million and $2.9 million, respectively, and for the six months ended September 30, 2016 and 2015 were $1.6 million and $6.6 million, respectively.

Commissions

The Company compensates third parties based on specific commission programs directly related to certain product and service sales, and these commissions costs are expensed as incurred.

Property, equipment and satellites

Satellites and other property and equipment are recorded at cost or, in the case of certain satellites and other property acquired, the fair value at the date of acquisition, net of accumulated depreciation. Capitalized satellite costs consist primarily of the costs of satellite construction and launch, including launch insurance and insurance during the period of in-orbit testing, the net present value of performance incentives expected to be payable to satellite manufacturers (dependent on the continued satisfactory performance of the satellites), costs directly associated with the monitoring and support of satellite construction, and interest costs incurred during the period of satellite construction. The Company also constructs earth stations, network operations systems and other assets to support its satellites, and those construction costs, including interest, are capitalized as incurred. At the time satellites are placed in service, the Company estimates the useful life of its satellites for depreciation purposes based upon an analysis of each satellite’s performance against the original manufacturer’s orbital design life, estimated fuel levels and related consumption rates, as well as historical satellite operating trends. The Company computes depreciation using the straight-line method over the estimated useful lives of the assets ranging from two to twenty-four years. Leasehold improvements are capitalized and amortized using the straight-line method over the shorter of the lease term or the life of the improvement. Costs incurred for additions to property, equipment and satellites, together with major renewals and betterments, are capitalized and depreciated over the remaining life of the underlying asset. Costs incurred for maintenance, repairs and minor renewals and betterments are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from the accounts and any resulting gain or loss is recognized in operations, which for the periods presented, primarily related to losses incurred for unreturned customer premise equipment (CPE).

Interest expense is capitalized on the carrying value of assets under construction, in accordance with the authoritative guidance for the capitalization of interest (ASC 835-20). With respect to assets under construction, including the ViaSat-2 satellite (which commenced construction during the first quarter of fiscal year 2014), and the ViaSat-3 class satellites (which commenced construction during the fourth quarter of fiscal year 2016), the Company capitalized $11.6 million and $7.1 million of interest expense for the three months ended September 30, 2016 and 2015, respectively, and capitalized $21.8 million and $13.2 million of interest expense for the six months ended September 30, 2016 and 2015, respectively.

The Company owns two satellites: ViaSat-1 (its first-generation high-capacity Ka-band spot-beam satellite, which was placed into service in January 2012) and WildBlue-1 (which was placed into service in March 2007). In addition, three additional satellites are under construction: the ViaSat-2 satellite (the Company’s second-generation high-capacity Ka-band satellite design) and two ViaSat-3 class satellites (the Company’s third-generation high-capacity Ka-band satellite design). The Company currently expects its ViaSat-2 satellite to be launched late in the fourth quarter of fiscal year 2017 or early in the first quarter of fiscal year 2018, and that the two ViaSat-3 class satellites will be launched in fiscal year 2020 or early fiscal year 2021. The Company also has an exclusive prepaid lifetime capital lease of Ka-band capacity over the contiguous United States on Telesat Canada’s Anik F2 satellite (which was placed into service in April 2005) and owns related earth stations and networking equipment for all of its satellites. The Company periodically reviews the remaining estimated useful life of its satellites to determine if revisions to estimated lives are necessary. The Company procures indoor and outdoor CPE units leased to subscribers under a retail leasing program as part of the Company’s satellite services segment, which are reflected in investing activities and property and equipment in the accompanying condensed consolidated financial statements. The Company depreciates the satellites, earth stations and networking equipment, CPE units and related installation costs over their estimated useful lives. The total cost and accumulated depreciation of CPE units included in property and equipment, net, as of September 30, 2016 were $266.8

 

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VIASAT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

million and $148.8 million, respectively. The total cost and accumulated depreciation of CPE units included in property and equipment, net, as of March 31, 2016 were $260.4 million and $136.4 million, respectively.

Occasionally, the Company may enter into capital lease arrangements for various machinery, equipment, computer-related equipment, software, furniture or fixtures. The Company records amortization of assets leased under capital lease arrangements within depreciation expense.

Patents, orbital slots and other licenses

The Company capitalizes the costs of obtaining or acquiring patents, orbital slots and other licenses. Amortization of intangible assets that have finite lives is provided for by the straight-line method over the shorter of the legal or estimated economic life. Total capitalized costs of $3.2 million related to patents were included in other assets as of September 30, 2016 and March 31, 2016. The Company capitalized costs of $15.4 million related to acquiring and obtaining orbital slots and other licenses included in other assets as of September 30, 2016 and March 31, 2016. Accumulated amortization related to these assets was $1.9 million and $1.7 million as of September 30, 2016 and March 31, 2016, respectively. Amortization expense related to these assets was an insignificant amount for the three and six months ended September 30, 2016 and 2015. If a patent, orbital slot or orbital license is rejected, abandoned or otherwise invalidated, the unamortized cost is expensed in that period. During the three and six months ended September 30, 2016 and 2015, the Company did not write off any significant costs due to abandonment or impairment.

Debt issuance costs

Debt issuance costs are amortized and recognized as interest expense using the effective interest rate method, or, when the results are not materially different, on a straight-line basis over the expected term of the related debt. During the three months ended September 30, 2016 and 2015, an insignificant amount of debt issuance costs was capitalized. During the six months ended September 30, 2016 and 2015, $6.1 million and an insignificant amount, respectively, of debt issuance costs were capitalized. Unamortized debt issuance costs related to extinguished debt are expensed at the time the debt is extinguished and recorded in loss on extinguishment of debt in the condensed consolidated statements of operations and comprehensive income. Debt issuance costs related to the Company’s revolving credit facility (the Revolving Credit Facility) are recorded in prepaid expenses and other current assets and in other long-term assets in the condensed consolidated balance sheets in accordance with ASU 2015-15, Interest — Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which the Company adopted during the first quarter of fiscal year 2017. Debt issuance costs related to the Company’s 6.875% Senior Notes due 2020 (2020 Notes) and the Company’s direct loan facility with the Export-Import Bank of the United States for ViaSat-2 (the Ex-Im Credit Facility) are recorded as a direct deduction from the carrying amount of the related debt, consistent with debt discounts, in accordance with ASU 2015-03, Interest — Imputation of Interest (ASC 835-30): Simplifying the Presentation of Debt Issuance Costs, which the Company adopted during the first quarter of fiscal year 2017.

Software development

Costs of developing software for sale are charged to research and development expense when incurred, until technological feasibility has been established. Software development costs incurred from the time technological feasibility is reached until the product is available for general release to customers are capitalized and reported at the lower of unamortized cost or net realizable value. Once the product is available for general release, the software development costs are amortized based on the ratio of current to future revenue for each product with an annual minimum equal to straight-line amortization over the remaining estimated economic life of the product, generally within five years. Capitalized costs, net, of $187.4 million and $163.1 million related to software developed for resale were included in other assets as of September 30, 2016 and March 31, 2016, respectively. The Company capitalized $19.7 million and $40.7 million of costs related to software developed for resale for the three and six months ended September 30, 2016, respectively. The Company capitalized $17.0 million and $33.5 million of costs related to software developed for resale for the three and six months ended September 30, 2015, respectively. Amortization expense for capitalized software development costs was $8.7 million and $16.4 million for the three and six months ended September 30, 2016, respectively, and $7.7 million and $13.9 million for the three and six months ended September 30, 2015, respectively.

Self-insurance liabilities

The Company has self-insurance plans to retain a portion of the exposure for losses related to employee medical benefits and workers’ compensation. The self-insurance plans include policies which provide for both specific and aggregate stop-loss limits. The Company utilizes internal actuarial methods as well as other historical information for the purpose of estimating ultimate costs for a particular plan year. Based on these actuarial methods, along with currently available information and insurance industry statistics, the Company has recorded self-insurance liability for its plans of $3.9 million and $3.8 million in accrued liabilities in the condensed consolidated balance sheets as of September 30, 2016 and March 31, 2016, respectively. The Company’s estimate, which is subject to inherent variability, is based on average claims experience in the Company’s industry and its own experience in terms of frequency and severity of claims, including asserted and unasserted claims incurred but not reported, with no explicit provision for adverse

 

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VIASAT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

fluctuation from year to year. This variability may lead to ultimate payments being either greater or less than the amounts presented above. Self-insurance liabilities have been classified as a current liability in accrued liabilities in accordance with the estimated timing of the projected payments.

Indemnification provisions

In the ordinary course of business, the Company includes indemnification provisions in certain of its contracts, generally relating to parties with which the Company has commercial relations. Pursuant to these agreements, the Company will indemnify, hold harmless and agree to reimburse the indemnified party for losses suffered or incurred by the indemnified party, including but not limited to losses relating to third-party intellectual property claims. To date, there have not been any material costs incurred in connection with such indemnification clauses. The Company’s insurance policies do not necessarily cover the cost of defending indemnification claims or providing indemnification, so if a claim was filed against the Company by any party that the Company has agreed to indemnify, the Company could incur substantial legal costs and damages. A claim would be accrued when a loss is considered probable and the amount can be reasonably estimated. At September 30, 2016 and March 31, 2016, no such amounts were accrued related to the aforementioned provisions.

Noncontrolling interest

A noncontrolling interest represents the equity interest in a subsidiary that is not attributable, either directly or indirectly, to the Company and is reported as equity of the Company, separately from the Company’s controlling interest. Revenues, expenses, gains, losses, net income (loss) and other comprehensive income (loss) are reported in the condensed consolidated financial statements at the consolidated amounts, which include the amounts attributable to both the controlling and noncontrolling interest.

Common stock held in treasury

As of September 30, 2016 and March 31, 2016, the Company had no shares of common stock held in treasury.

During the first six months of fiscal years 2017 and 2016, the Company issued 102,103 and 68,663 shares of common stock, respectively, based on the vesting terms of certain restricted stock unit agreements. In order for employees to satisfy minimum statutory employee tax withholding requirements related to the issuance of common stock underlying these restricted stock unit agreements, the Company withheld 34,204 and 22,185 shares of common stock at cost with a total value of $2.5 million and $1.3 million during the first six months of fiscal years 2017 and 2016, respectively. Although shares withheld for employee withholding taxes are technically not issued, they are treated as common stock repurchases for accounting purposes (with such shares deemed to be repurchased and then immediately retired), as they reduce the number of shares that otherwise would have been issued upon vesting of the restricted stock units. These retired shares remain as authorized stock; however they are considered to be unissued. The retirement of treasury stock had no impact on the Company’s total consolidated stockholders’ equity.

Derivatives

The Company enters into foreign currency forward and option contracts from time to time to hedge certain forecasted foreign currency transactions. Gains and losses arising from foreign currency forward and option contracts not designated as hedging instruments are recorded in other income (expense) as gains (losses) on derivative instruments. Gains and losses arising from the effective portion of foreign currency forward and option contracts which are designated as cash-flow hedging instruments are recorded in accumulated other comprehensive income (loss) as unrealized gains (losses) on derivative instruments until the underlying transaction affects the Company’s earnings, at which time they are then recorded in the same income statement line as the underlying transaction.

During the three and six months ended September 30, 2016 and 2015, the Company settled certain foreign exchange contracts and in connection therewith recognized an insignificant gain recorded in cost of revenues based on the nature of the underlying transactions. The fair value of the Company’s foreign currency forward contracts was an insignificant amount recorded as an other current asset as of September 30, 2016 and March 31, 2016. The notional value of foreign currency forward contracts outstanding as of September 30, 2016 and March 31, 2016 was $3.8 million and $5.0 million, respectively.

At September 30, 2016, the estimated net amount of unrealized gains or losses related to foreign currency forward contracts that was expected to be reclassified to earnings within the next twelve months was insignificant. The Company’s foreign currency forward contracts outstanding as of September 30, 2016 will mature within approximately 18 to 36 months from their inception. There were no gains or losses from ineffectiveness of these derivative instruments recorded for the three and six months ended September 30, 2016 and 2015.

 

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VIASAT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

Stock-based compensation

In accordance with the authoritative guidance for share-based payments (ASC 718), the Company measures stock-based compensation cost at the grant date, based on the estimated fair value of the award, and recognizes expense on a straight-line basis over the employee’s requisite service period. Stock-based compensation expense is recognized in the condensed consolidated statements of operations and comprehensive income for the three and six months ended September 30, 2016 and 2015 only for those awards ultimately expected to vest, with forfeitures estimated at the date of grant. The authoritative guidance for share-based payments requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company recognized $12.6 million and $25.4 million of stock-based compensation expense for the three and six months ended September 30, 2016, respectively. The Company recognized $11.6 million and $22.3 million of stock-based compensation expense for the three and six months ended September 30, 2015, respectively.

For the six months ended September 30, 2016 and 2015, the Company recorded no incremental tax benefits from stock options exercised and restricted stock unit awards vesting as the excess tax benefit from stock options exercised and restricted stock unit awards vesting increased the Company’s net operating loss carryforward.

Income taxes

Accruals for uncertain tax positions are provided for in accordance with the authoritative guidance for accounting for uncertainty in income taxes (ASC 740). The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The authoritative guidance for accounting for uncertainty in income taxes also provides guidance on derecognition of income tax assets and liabilities, classification of deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures. The Company’s policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense.

Ordinarily, the effective tax rate at the end of an interim period is calculated using an estimate of the annual effective tax rate expected to be applicable for the full fiscal year. However, when a reliable estimate cannot be made, the Company computes its provision for income taxes using the actual effective tax rate (discrete method) for the year-to-date period. For the three and six months ended September 30, 2016, we used the actual effective year-to-date tax rate in calculating the income tax provision for the periods as a reliable estimate of the annual effective tax rate could not be made. The income tax provision for the periods differed from the amounts which would have been recorded using the U.S. statutory rate due primarily to the benefit of research and development tax credits.

A deferred income tax asset or liability is established for the expected future tax consequences resulting from differences in the financial reporting and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax credit and loss carryforwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Recent authoritative guidance

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to a customer. This guidance will replace most existing revenue recognition guidance and will be effective for the Company beginning in fiscal year 2019, including interim periods within that reporting period, based on the FASB decision in July 2015 (ASU 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date) to delay the effective date of the new revenue recognition standard by one year, but providing entities a choice to adopt the standard as of the original effective date. In March 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, Identifying Performance Obligations and Licensing, which clarifies the implementation guidance on identifying performance obligations and the licensing implementation guidance. In May 2016, the FASB issued ASU 2016-12, Narrow-Scope Improvements and Practical Expedients, which provides practical expedient for contract modifications and clarification on assessing the collectability criterion, presentation of sales taxes, measurement date for noncash consideration and completed contracts at transition. These standards permit the use of either the retrospective or cumulative effect transition method. The Company has not selected a transition method and is currently evaluating the impact these standards will have on its consolidated financial statements and disclosures.

        In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 provides guidance regarding management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The new standard requires management to perform interim and annual evaluations and sets forth principles for considering the mitigating effect of management’s plans. The standard mandates certain disclosures when conditions give rise to substantial doubt about a company’s ability to continue as a going concern within one year from the financial statement issuance date. This guidance is effective for the Company in fiscal year 2017, with early application permitted. The Company early adopted the guidance, which did not have a material impact on the Company’s consolidated financial statements and disclosures.

In February 2015, the FASB issued ASU 2015-02, Consolidation (ASC 810): Amendments to the Consolidation Analysis. ASU 2015-02 amended the process that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. This guidance became effective for the Company beginning in the first quarter of fiscal year 2017 and the guidance did not have a material impact on the Company’s consolidated financial statements and disclosures.

 

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VIASAT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

In April 2015, the FASB issued ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. In August 2015, the FASB issued ASU 2015-15 which provides additional guidance to ASU 2015-03, which did not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. ASU 2015-15 noted that staff of the Securities and Exchange Commission (the SEC) would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. This guidance became effective for the Company beginning in the first quarter of fiscal year 2017 and was applied on a retrospective basis, wherein the condensed consolidated balance sheet of each individual period presented was adjusted to reflect the period-specific effects of applying the new guidance. As a result, the Company reclassed unamortized debt issuance costs related to the Company’s 2020 Notes and the Ex-Im Credit Facility from prepaid expenses and other current assets and from other assets (long-term) to senior notes, net, and other long-term debt, net, respectively, within its condensed consolidated balance sheets as of March 31, 2016. In accordance with ASU 2015-15, the Company has elected to continue to present debt issuance costs related to the Revolving Credit Facility as an asset and subsequently amortize the deferred debt issuance costs over the term of the Revolving Credit Facility arrangement.

In April 2015, the FASB issued ASU 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The new guidance does not change the accounting for a customer’s accounting for service contracts. This guidance became effective for the Company beginning in the first quarter of fiscal year 2017. The Company elected to adopt this guidance on a prospective basis and the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and disclosures.

In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 simplifies the guidance on the subsequent measurement of inventory, excluding inventory measured using last-in, first out or the retail inventory method. Under the new standard, in-scope inventory should be measured at the lower of cost and net realizable value. The new standard should be applied prospectively and will become effective for the Company in fiscal year 2018, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. ASU 2015-16 requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Under current GAAP, the acquirer is required to retrospectively apply adjustments made to provisional amounts recognized in a business combination. This guidance became effective for the Company beginning in the first quarter of fiscal year 2017. The Company adopted this guidance on a prospective basis and the guidance did not have a material impact on the Company’s consolidated financial statements and disclosures.

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Income Taxes (ASU 2015-17), which requires entities to classify deferred tax liabilities and assets as non-current in a classified balance sheet. The new guidance can be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. ASU 2015-17 will become effective for the Company in fiscal year 2018, with early adoption permitted. During the fourth quarter of fiscal year 2016, the Company early adopted this standard retrospectively and reclassified all of its current deferred tax assets to non-current deferred tax assets on its consolidated balance sheets for all periods presented.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10). ASU 2016-01 requires that most equity investments (except those accounted for under the equity method for accounting or those that result in consolidation of the investee) be measured at fair value, with subsequent changes in fair value recognized in net income. The new guidance also impacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. The new guidance should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. ASU 2016-01 will become effective for the Company in fiscal year 2019, with early adoption permitted with certain stipulations. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets and eliminates certain real estate-specific provisions. The new guidance will become effective for the Company beginning in the first quarter of fiscal year 2020, with early adoption permitted. ASU 2016-02 will be adopted on a modified retrospective transition basis for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

 

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VIASAT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging (Topic 815). ASU 2016-05 clarifies that a change in the counterparty to a derivative instrument, in and of itself, does not require dedesignation of a hedging relationship. The new guidance will become effective for the Company beginning in the first quarter of fiscal year 2018, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815). ASU 2016-06 clarifies the requirements for assessing whether contingent put or call option in a debt instrument qualifies as a separate derivative. The new guidance is required to be applied on a modified retrospective basis to all existing and future debt instruments of the fiscal year for which the amendments are effective. ASU 2016-06 will become effective for the Company beginning in the first quarter of fiscal year 2018, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

In March 2016, the FASB issued ASU 2016-07, Investment — Equity Method and Joint Ventures (Topic 323). ASU 2016-07 eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. ASU 2016-07 will become effective for the Company beginning in the first quarter of fiscal year 2018, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

In March 2016, the FASB issued ASU 2016-09, Compensation — Stock Compensation (Topic 718). ASU 2016-09 simplifies various aspects related to how share-based payments are accounted for and presented in the financial statements. The new guidance will become effective for the Company beginning in fiscal year 2018, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326). ASU 2016-13 requires credit losses on most financial assets measured at amortized cost and certain other instruments to be measured using an expected credit loss model (referred to as the current expected credit loss (CECL) model). It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The new guidance will become effective for the Company beginning in fiscal year 2021, with early adoption permitted. The new guidance is required to be applied on a modified-retrospective basis. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). ASU 2016-15 makes eight targeted changes to how companies present and classify certain cash receipts and cash payments in the statement of cash flows. The new standard will become effective for the Company beginning in fiscal year 2019, with early adoption permitted. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740). ASU 2016-16 requires that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs as opposed to when the asset has been sold to an outside party. The new standard will become effective for the Company beginning in fiscal year 2019, with early adoption permitted. The new standard will require a modified retrospective basis through cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

 

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VIASAT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

Note 2 — Composition of Certain Balance Sheet Captions

 

     As of
September 30,
2016
     As of
March 31,
2016
 
     (In thousands)  

Accounts receivable, net:

     

Billed

   $ 144,785       $ 146,309   

Unbilled

     133,425         141,568   

Allowance for doubtful accounts

     (1,713      (1,153
  

 

 

    

 

 

 
   $ 276,497       $ 286,724   
  

 

 

    

 

 

 

Inventories:

     

Raw materials

   $ 47,951       $ 46,757   

Work in process

     30,170         27,200   

Finished goods

     73,510         71,204   
  

 

 

    

 

 

 
   $ 151,631       $ 145,161   
  

 

 

    

 

 

 

Prepaid expenses and other current assets:

     

Prepaid expenses

   $ 45,608       $ 41,784   

Other

     3,694         5,799   
  

 

 

    

 

 

 
   $ 49,302       $ 47,583   
  

 

 

    

 

 

 

Satellites, net:

     

Satellites (estimated useful life of 10-17 years)

   $ 559,094       $ 559,094   

Capital lease of satellite capacity — Anik F2 (estimated useful life of 10 years)

     99,090         99,090   

Satellites under construction

     657,433         515,696   
  

 

 

    

 

 

 
     1,315,617         1,173,880   

Less: accumulated depreciation and amortization

     (301,184      (275,683
  

 

 

    

 

 

 
   $ 1,014,433       $ 898,197   
  

 

 

    

 

 

 

Property and equipment, net:

     

Equipment and software (estimated useful life of 2-7 years)

   $ 620,745       $ 568,663   

CPE leased equipment (estimated useful life of 4-5 years)

     266,811         260,409   

Furniture and fixtures (estimated useful life of 7 years)

     29,879         25,501   

Leasehold improvements (estimated useful life of 2-17 years)

     78,154         71,895   

Building (estimated useful life of 24 years)

     8,923         8,923   

Land

     41,960         41,960   

Construction in progress

     96,684         73,535   
  

 

 

    

 

 

 
     1,143,156         1,050,886   

Less: accumulated depreciation

     (618,001      (563,976
  

 

 

    

 

 

 
   $ 525,155       $ 486,910   
  

 

 

    

 

 

 

Other acquired intangible assets, net:

     

Technology (weighted average useful life of 6 years)

   $ 74,015       $ 74,848   

Contracts and customer relationships (weighted average useful life of 8 years)

     99,318         99,499   

Satellite co-location rights (weighted average useful life of 9 years)

     8,600         8,600   

Trade name (weighted average useful life of 3 years)

     5,940         5,940   

Other (weighted average useful life of 7 years)

     8,697         8,717   
  

 

 

    

 

 

 
     196,570         197,604   

Less: accumulated amortization

     (167,828      (164,000
  

 

 

    

 

 

 
   $ 28,742       $ 33,604   
  

 

 

    

 

 

 

 

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VIASAT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

     As of
September 30,
2016
     As of
March 31,
2016
 
     (In thousands)  

Other assets:

     

Deferred income taxes

   $ 131,338       $ 134,721   

Capitalized software costs, net

     187,424         163,061   

Patents, orbital slots and other licenses, net

     16,700         16,900   

Other

     34,334         25,323   
  

 

 

    

 

 

 
   $ 369,796       $ 340,005   
  

 

 

    

 

 

 

Accrued liabilities:

     

Collections in excess of revenues and deferred revenues

   $ 76,093       $ 64,624   

Accrued employee compensation

     21,212         35,056   

Accrued vacation

     29,597         28,646   

Warranty reserve, current portion

     7,605         7,867   

Current portion of other long-term debt

     281         274   

Other

     51,619         47,877   
  

 

 

    

 

 

 
   $ 186,407       $ 184,344   
  

 

 

    

 

 

 

Other liabilities:

     

Deferred revenue, long-term portion

   $ 5,508       $ 5,470   

Deferred rent, long-term portion

     10,193         8,808   

Warranty reserve, long-term portion

     3,761         3,567   

Satellite performance incentives obligation, long-term portion

     19,140         19,514   

Other

     —          12   
  

 

 

    

 

 

 
   $ 38,602       $ 37,371   
  

 

 

    

 

 

 

Note 3 — Fair Value Measurements

In accordance with the authoritative guidance for financial assets and liabilities measured at fair value on a recurring basis (ASC 820), the Company prioritizes the inputs used to measure fair value from market-based assumptions to entity specific assumptions:

 

   

Level 1 — Inputs based on quoted market prices for identical assets or liabilities in active markets at the measurement date.

 

   

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

   

Level 3 — Inputs which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.

The following tables present the Company’s hierarchy for its assets measured at fair value on a recurring basis as of September 30, 2016 and March 31, 2016:

 

     Fair Value as of
September 30, 2016
     Level 1      Level 2      Level 3  
     (In thousands)  

Assets:

           

Cash equivalents

   $ 2,003       $ 2,003       $ —        $ —    

Foreign currency forward contracts

     69         —          69         —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets measured at fair value on a recurring basis

   $ 2,072       $ 2,003       $ 69       $ —    
  

 

 

    

 

 

    

 

 

    

 

 

 
     Fair Value as of
March 31, 2016
     Level 1      Level 2      Level 3  
     (In thousands)  

Assets:

           

Cash equivalents

   $ 2,003       $ 2,003       $ —        $ —    

Foreign currency forward contracts

     196         —          196         —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets measured at fair value on a recurring basis

   $ 2,199       $ 2,003       $ 196       $ —    
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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VIASAT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

The following section describes the valuation methodologies the Company uses to measure financial instruments at fair value:

Cash equivalents — The Company’s cash equivalents consist of money market funds. Money market funds are valued using quoted prices for identical assets in an active market with sufficient volume and frequency of transactions (Level 1).

Foreign currency forward contracts — The Company uses derivative financial instruments to manage foreign currency risk relating to foreign exchange rates. The Company does not use these instruments for speculative or trading purposes. The Company’s objective is to reduce the risk to earnings and cash flows associated with changes in foreign currency exchange rates. Derivative instruments are recognized as either assets or liabilities in the accompanying condensed consolidated financial statements and are measured at fair value. Gains and losses resulting from changes in the fair values of those derivative instruments are recorded to earnings or other comprehensive income (loss) depending on the use of the derivative instrument and whether it qualifies for hedge accounting. The Company’s foreign currency forward contracts are valued using standard calculations/models that are primarily based on observable inputs, such as foreign currency exchange rates, or can be corroborated by observable market data (Level 2).

Long-term debt — The Company’s long-term debt consists of borrowings under the Revolving Credit Facility and the Ex-Im Credit Facility (together with the Revolving Credit Facility, the Credit Facilities), as well as $575.0 million in aggregate principal amount of 2020 Notes. Long-term debt related to the Revolving Credit Facility is reported at the outstanding principal amount of borrowings, while long-term debt related to the Ex-Im Credit Facility and 2020 Notes is reported at amortized cost. However, for disclosure purposes, the Company is required to measure the fair value of outstanding debt on a recurring basis. As of September 30, 2016 and March 31, 2016, the fair value of the Company’s outstanding long-term debt related to the 2020 Notes was determined using quoted prices in active markets (Level 1) and was $595.8 million and $597.3 million, respectively. The fair value of the Company’s long-term debt related to the Revolving Credit Facility approximates its carrying amount due to its variable interest rate, which approximates a market interest rate. As of September 30, 2016 and March 31, 2016, the fair value of the Company’s long-term debt related to the Ex-Im Credit Facility was determined based on a discounted cash flow analysis using observable market interest rates for instruments with similar terms (Level 2) and was approximately $296.0 million and $219.9 million, respectively.

Satellite performance incentives obligation — The Company’s contract with the manufacturer of ViaSat-1 requires the Company to make monthly in-orbit satellite performance incentive payments, including interest at 7.0%, over a fifteen-year period from December 2011 to December 2026, subject to the continued satisfactory performance of the satellite. The Company recorded the net present value of these expected future payments as a liability and as a component of the cost of the satellite. However, for disclosure purposes, the Company is required to measure the fair value of outstanding satellite performance incentives on a recurring basis. The fair value of the Company’s outstanding satellite performance incentives is estimated to approximate their carrying value based on current rates (Level 2). As of September 30, 2016 and March 31, 2016, the Company’s estimated satellite performance incentives obligation and accrued interest was $21.7 million and $22.0 million, respectively.

Note 4 — Shares Used In Computing Diluted Net Income Per Share

 

     Three Months Ended      Six Months Ended  
     September 30, 2016      September 30, 2015      September 30, 2016      September 30, 2015  
     (In thousands)  

Weighted average:

           

Common shares outstanding used in calculating basic net income per share attributable to ViaSat, Inc. common stockholders

     49,503         48,205         49,319         48,052   

Options to purchase common stock as determined by application of the treasury stock method

     276         317         281         332   

Restricted stock units to acquire common stock as determined by application of the treasury stock method

     669         520         637         469   

Potentially issuable shares in connection with certain terms of the ViaSat 401(k) Profit Sharing Plan and Employee Stock Purchase Plan

     85         83         156         142   
  

 

 

    

 

 

    

 

 

    

 

 

 

Shares used in computing diluted net income per share attributable to ViaSat, Inc. common stockholders

     50,533         49,125         50,393         48,995   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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VIASAT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

Antidilutive shares relating to stock options excluded from the calculation comprised 413,750 and 398,771 shares for the three and six months ended September 30, 2016, respectively, and 657,457 and 645,967 shares for the three and six months ended September 30, 2015, respectively.

Antidilutive shares relating to restricted stock units excluded from the calculation comprised zero shares for the three and six months ended September 30, 2016, and 12,235 and six shares for the three and six months ended September 30, 2015, respectively.

Note 5 — Goodwill and Acquired Intangible Assets

During the first six months of fiscal year 2017, the Company’s goodwill decreased by $0.6 million, which related to the effects of foreign currency translation recorded within the Company’s government systems and commercial networks segments.

Other acquired intangible assets are amortized using the straight-line method over their estimated useful lives of two to ten years. Amortization expense related to other acquired intangible assets was $2.3 million and $4.6 million for the three months ended September 30, 2016 and 2015, respectively, and $4.8 million and $9.4 million for the six months ended September 30, 2016 and 2015, respectively.

The expected amortization expense of amortizable acquired intangible assets may change due to the effects of foreign currency fluctuations as a result of international businesses acquired. Current and expected amortization expense for acquired intangible assets for each of the following periods is as follows:

 

     Amortization  
     (In thousands)  

For the six months ended September 30, 2016

   $ 4,790   

Expected for the remainder of fiscal year 2017

   $ 4,553   

Expected for fiscal year 2018

     8,005   

Expected for fiscal year 2019

     5,493   

Expected for fiscal year 2020

     4,460   

Expected for fiscal year 2021

     3,040   

Thereafter

     3,191   
  

 

 

 
   $ 28,742   
  

 

 

 

 

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VIASAT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

Note 6 — Senior Notes and Other Long-Term Debt

Total long-term debt consisted of the following as of September 30, 2016 and March 31, 2016:

 

     As of
September 30, 2016
     As of
March 31, 2016
 
     (In thousands)  

Senior Notes

     

2020 Notes

   $ 575,000       $ 575,000   

Unamortized premium and debt issuance costs on the 2020 Notes, net (2)

     352         304   
  

 

 

    

 

 

 

Total senior notes, net

     575,352         575,304   

Less: current portion of the senior notes

     —          —    
  

 

 

    

 

 

 

Total senior notes long-term, net

     575,352         575,304   

Other Long-Term Debt

     

Revolving Credit Facility

     225,000         180,000   

Ex-Im Credit Facility (1)

     292,777         218,157   

Unamortized discount and debt issuance costs on the Ex-Im Credit Facility (1) (2)

     (32,948      (28,221

Other

     576         562   
  

 

 

    

 

 

 

Total other long-term debt, net

     485,405         370,498   

Less: current portion of other long-term debt, net

     281         274   
  

 

 

    

 

 

 

Other long-term debt, net

     485,124         370,224   

Total debt, net

     1,060,757         945,802   

Less: current portion

     281         274   
  

 

 

    

 

 

 

Long-term debt, net

   $ 1,060,476       $ 945,528   
  

 

 

    

 

 

 

 

(1) As of September 30, 2016, included in Ex-Im Credit Facility and in unamortized discount and debt issuance costs on the Ex-Im Credit Facility was $28.4 million and $24.3 million, respectively, relating to the exposure fees accrued as of such date expected to be financed under the Ex-Im Credit Facility. As of March 31, 2016, included in Ex-Im Credit Facility and in unamortized discount and debt issuance costs on the Ex-Im Credit Facility was $21.0 million and $18.7 million, respectively, relating to the exposure fees accrued as of such date expected to be financed under the Ex-Im Credit Facility.
(2) During the first quarter of fiscal year 2017, the Company adopted ASU 2015-03. The retrospective basis adoption of this guidance resulted in reclassification of unamortized debt issuance costs as a direct deduction from the carrying amount of the Company’s 2020 Notes and the Ex-Im Credit Facility, respectively, consistent with unamortized discount, as of March 31, 2016.

Revolving Credit Facility

As of September 30, 2016, the Revolving Credit Facility provided an $800.0 million revolving line of credit (including up to $150.0 million of letters of credit), with a maturity date of May 24, 2021 (or March 16, 2020, if more than $200.0 million of the Company’s 2020 Notes are then outstanding and certain conditions are met).

Borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at either (1) the highest of the Federal Funds rate plus 0.50%, the Eurodollar rate plus 1.00%, or the administrative agent’s prime rate as announced from time to time, or (2) the Eurodollar rate, plus, in the case of each of (1) and (2), an applicable margin that is based on the Company’s total leverage ratio. At September 30, 2016, the weighted average effective interest rate on the Company’s outstanding borrowings under the Revolving Credit Facility was 2.78%. The Company has capitalized certain amounts of interest expense on the Revolving Credit Facility in connection with the construction of various assets during the construction period. The Revolving Credit Facility is required to be guaranteed by certain significant domestic subsidiaries of the Company (as defined in the Revolving Credit Facility) and secured by substantially all of the Company’s and any such subsidiaries’ assets. As of September 30, 2016, none of the Company’s subsidiaries guaranteed the Revolving Credit Facility.

The Revolving Credit Facility contains financial covenants regarding a maximum total leverage ratio and a minimum interest coverage ratio. In addition, the Revolving Credit Facility contains covenants that restrict, among other things, the Company’s ability to sell assets, make investments and acquisitions, make capital expenditures, grant liens, pay dividends and make certain other restricted payments.

 

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VIASAT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

The Company was in compliance with its financial covenants under the Revolving Credit Facility as of September 30, 2016. At September 30, 2016, the Company had $225.0 million in principal amount of outstanding borrowings under the Revolving Credit Facility and $42.9 million outstanding under standby letters of credit, leaving borrowing availability under the Revolving Credit Facility as of September 30, 2016 of $532.1 million.

Ex-Im Credit Facility

As of September 30, 2016, the Ex-Im Credit Facility provided a $386.7 million senior secured direct loan facility, $343.1 million of which can be used to finance up to 85% of the costs of construction, launch and insurance of the ViaSat-2 satellite and related goods and services (including costs incurred on or after September 18, 2012), with the remainder used to finance the total exposure fees incurred under the Ex-Im Credit Facility of up to $43.6 million (depending on the total amount of financing borrowed under the Ex-Im Credit Facility).

Borrowings under the Ex-Im Credit Facility bear interest at a fixed rate of 2.38% and are required to be repaid in 16 approximately equal semi-annual installments, commencing approximately six months after the in-orbit acceptance date of the ViaSat-2 satellite (or, if earlier, on April 15, 2018), with a maturity date of October 15, 2025. Exposure fees of $6.0 million were incurred in connection with the initial borrowing under the Ex-Im Credit Facility, with the remaining exposure fees payable by the in-orbit acceptance date for ViaSat-2. Exposure fees under the Ex-Im Credit Facility are amortized using the effective interest rate method. The effective interest rate on the Company’s outstanding borrowings under the Ex-Im Credit Facility, which takes into account estimated timing and amount of borrowings, exposure fees, debt issuance costs and other fees, was estimated to be between 4.5% and 4.6% as of September 30, 2016. The Ex-Im Credit Facility is guaranteed by ViaSat and is secured by first-priority liens on the ViaSat-2 satellite and related assets, as well as a pledge of the capital stock of the borrower under the facility.

The Ex-Im Credit Facility contains financial covenants regarding ViaSat’s maximum total leverage ratio and minimum interest coverage ratio. In addition, the Ex-Im Credit Facility contains covenants that restrict, among other things, the Company’s ability to sell assets, make investments and acquisitions, make capital expenditures, grant liens, pay dividends and make certain other restricted payments, which on October 11, 2016 were amended to bring them into closer alignment with the covenants under the Company’s amended Revolving Credit Facility.

The Company was in compliance with its financial covenants under the Ex-Im Credit Facility as of September 30, 2016. At September 30, 2016, the Company had $264.4 million in principal amount of outstanding borrowings under the Ex-Im Credit Facility and had accrued $28.4 million in completion exposure fees expected to be financed under the Ex-Im Credit Facility. As of September 30, 2016, the undrawn commitment under the Ex-Im Credit Facility was $93.9 million (excluding $28.4 million of accrued completion exposure fees), of which $84.6 million was available to finance ViaSat-2 related costs once incurred. The Ex-Im Credit Facility, however, provides that the maximum amount that may be borrowed to finance payments under the ViaSat-2 satellite construction contract prior to the date that the satellite is shipped to the launch site may not exceed $266.2 million, which initial pre-shipping borrowing level is anticipated to be reached during November 2016. The borrowings under the Ex-Im Credit Facility were issued with a discount of $35.5 million (comprising the initial $6.0 million exposure fee, the completion exposure fees accrued as of September 30, 2016, and other customary fees). The borrowings under the Ex-Im Credit Facility are recorded as long-term debt, net of unamortized discount and debt issuance costs, in the Company’s condensed consolidated financial statements. The discount and deferred financing cost associated with the issuance of the borrowings under the Ex-Im Credit Facility is amortized to interest expense on an effective interest rate basis over the term of the borrowings under the Ex-Im Credit Facility.

Senior Notes due 2020

In February 2012, the Company issued $275.0 million in principal amount of 2020 Notes in a private placement to institutional buyers, which were exchanged in August 2012 for substantially identical 2020 Notes that had been registered with the SEC. These initial 2020 Notes were issued at face value and are recorded as long-term debt in the Company’s condensed consolidated financial statements. In October 2012, the Company issued an additional $300.0 million in principal amount of 2020 Notes in a private placement to institutional buyers at an issue price of 103.50% of the principal amount, which were exchanged in January 2013 for substantially identical 2020 Notes that had been registered with the SEC. The 2020 Notes are all treated as a single class. The 2020 Notes bear interest at the rate of 6.875% per year, payable semi-annually in cash in arrears, which interest payments commenced in June 2012. Debt issuance costs associated with the issuance of the 2020 Notes are amortized to interest expense on a straight-line basis over the term of the 2020 Notes, the results of which are not materially different from the effective interest rate basis. The $10.5 million premium the Company received in connection with the issuance of the additional 2020 Notes is recorded as long-term debt in the Company’s condensed consolidated financial statements and is being amortized as a reduction to interest expense on an effective interest rate basis over the term of those 2020 Notes. The 2020 Notes are recorded as long-term debt, net of unamortized premium and debt issuance costs, in the Company’s condensed consolidated financial statements.

The 2020 Notes are required to be guaranteed on an unsecured senior basis by each of the Company’s existing and future subsidiaries that guarantees the Revolving Credit Facility. As of September 30, 2016, none of the Company’s subsidiaries guaranteed the 2020 Notes. The 2020 Notes are the Company’s general senior unsecured obligations and rank equally in right of payment with all of the Company’s existing and future unsecured unsubordinated debt. The 2020 Notes are effectively junior in right of payment to the Company’s existing and future secured debt, including under the Credit Facilities (to the extent of the value of the assets securing such

 

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VIASAT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

debt), are structurally subordinated to all existing and future liabilities (including trade payables) of the Company’s subsidiaries that do not guarantee the 2020 Notes, and are senior in right of payment to all of their existing and future subordinated indebtedness.

The indenture governing the 2020 Notes limits, among other things, the Company’s and its restricted subsidiaries’ ability to: incur, assume or guarantee additional debt; issue redeemable stock and preferred stock; pay dividends, make distributions or redeem or repurchase capital stock; prepay, redeem or repurchase subordinated debt; make loans and investments; grant or incur liens; restrict dividends, loans or asset transfers from restricted subsidiaries; sell or otherwise dispose of assets; enter into transactions with affiliates; reduce the Company’s satellite insurance; and consolidate or merge with, or sell substantially all of their assets to, another person.

The 2020 Notes may be redeemed, in whole or in part, at any time during the twelve months beginning on June 15, 2016 at a redemption price of 103.438%, during the twelve months beginning on June 15, 2017 at a redemption price of 101.719%, and at any time on or after June 15, 2018 at a redemption price of 100%, in each case plus accrued and unpaid interest, if any, thereon to the redemption date.

In the event a change of control occurs (as defined in the indenture), each holder will have the right to require the Company to repurchase all or any part of such holder’s 2020 Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the 2020 Notes repurchased, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Note 7 — Product Warranty

The Company provides limited warranties on its products for periods of up to five years. The Company records a liability for its warranty obligations when products are shipped or they are included in long-term construction contracts based upon an estimate of expected warranty costs. Amounts expected to be incurred within twelve months are classified as accrued liabilities and amounts expected to be incurred beyond twelve months are classified as other liabilities in the condensed consolidated financial statements. For mature products, the warranty cost estimates are based on historical experience with the particular product. For newer products that do not have a history of warranty costs, the Company bases its estimates on its experience with the technology involved and the types of failures that may occur. It is possible that the Company’s underlying assumptions will not reflect the actual experience and, in that case, future adjustments will be made to the recorded warranty obligation. The following table reflects the change in the Company’s warranty accrual during the six months ended September 30, 2016 and 2015:

 

     Six Months Ended  
     September 30, 2016      September 30, 2015  
     (In thousands)  

Balance, beginning of period

   $ 11,434       $ 15,545   

Change in liability for warranties issued in period

     4,167         1,614   

Settlements made (in cash or in kind) during the period

     (4,235      (4,178
  

 

 

    

 

 

 

Balance, end of period

   $ 11,366       $ 12,981   
  

 

 

    

 

 

 

Note 8 — Commitments and Contingencies

In May 2013, the Company entered into an agreement to purchase ViaSat-2 (the Company’s second high-capacity Ka-band satellite) from The Boeing Company (Boeing) at a price of approximately $358.0 million, plus an additional amount for launch support services to be performed by Boeing.

In July 2016, the Company entered into two separate agreements with Boeing for the construction and purchase of two ViaSat-3 class satellites (the Company’s third-generation high-capacity Ka-band satellite design) and the integration of ViaSat’s payload technologies into the satellites at a price of approximately $368.3 million in the aggregate (subject to purchase price adjustments based on factors such as launch delay and early delivery), plus an additional amount for launch support services to be performed by Boeing. In addition, under one of these agreements, the Company has the option to order up to two additional ViaSat-3 class satellites. These agreements supersede the prior limited authorization to proceed which was entered into during the fourth quarter of fiscal year 2016. The first ViaSat-3 class satellite is expected to provide broadband services over the Americas, and the second is expected to provide broadband services over Europe, Middle East and Africa.

From time to time, the Company is involved in a variety of claims, suits, investigations and proceedings arising in the ordinary course of business, including government investigations and claims, and other claims and proceedings with respect to intellectual property, breach of contract, labor and employment, tax and other matters. Such matters could result in fines; penalties, compensatory,

 

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VIASAT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

treble or other damages; or non-monetary relief. A violation of government contract laws and regulations could also result in the termination of our government contracts or debarment from bidding on future government contracts. Although claims, suits, investigations and proceedings are inherently uncertain and their results cannot be predicted with certainty, the Company believes that the resolution of its current pending matters will not have a material adverse effect on its business, financial condition, results of operations or liquidity.

In March 2016, the Company’s majority-owned subsidiary TrellisWare was informed by the Civil Division of the U.S. Attorney’s Office for the Southern District of California that it is investigating TrellisWare’s eligibility for certain prior government contracts and whether TrellisWare’s conduct in connection therewith violated the False Claims Act. At this time, the Company cannot determine whether the government will initiate a case and, if so, whether TrellisWare would be liable for any damages or penalties, or in what amount. Although the outcome of this investigation is difficult to predict, an unfavorable resolution could have a material impact on the Company’s financial results.

The Company has contracts with various U.S. government agencies. Accordingly, the Company is routinely subject to audit and review by the DCMA, the DCAA and other U.S. government agencies of its performance on government contracts, indirect rates and pricing practices, accounting and management internal control business systems, and compliance with applicable contracting and procurement laws, regulations and standards. An adverse outcome to a review or audit or other failure to comply with applicable contracting and procurement laws, regulations and standards could result in material civil and criminal penalties and administrative sanctions being imposed on the Company, which may include termination of contracts, forfeiture of profits, triggering of price reduction clauses, suspension of payments, significant customer refunds, fines and suspension, or a prohibition on doing business with U.S. government agencies. In addition, if the Company fails to obtain an “adequate” determination of its various accounting and management internal control business systems from applicable U.S. government agencies or if allegations of impropriety are made against it, the Company could suffer serious harm to its business or its reputation, including its ability to bid on new contracts or receive contract renewals and its competitive position in the bidding process. The Company’s incurred cost audits by the DCAA have not been concluded for fiscal year 2016. As of September 30, 2016, the DCAA had completed its incurred cost audit for fiscal year 2004 and approved the Company’s incurred cost claims for fiscal years 2005 through 2015 without further audit. Although the Company has recorded contract revenues subsequent to fiscal year 2015 based upon an estimate of costs that the Company believes will be approved upon final audit or review, the Company does not know the outcome of any ongoing or future audits or reviews and adjustments, and if future adjustments exceed the Company’s estimates, its profitability would be adversely affected. As of September 30, 2016 and March 31, 2016, the Company had $1.7 million and $2.5 million, respectively, in contract-related reserves for its estimate of potential refunds to customers for potential cost adjustments on several multi-year U.S. government cost reimbursable contracts. This reserve is classified as either an element of accrued liabilities or as a reduction of unbilled accounts receivable based on the status of the related contracts.

Note 9 — Income Taxes

Ordinarily, the effective tax rate at the end of an interim period is calculated using an estimate of the annual effective tax rate expected to be applicable for the full fiscal year. However, when a reliable estimate cannot be made, the Company computes its provision for income taxes using the actual effective tax rate (discrete method) for the year-to-date period. The Company’s effective tax rate is highly influenced by the amount of its research and development tax credits. A small change in estimated annual pretax income (loss) can produce a significant variance in the annual effective tax rate given the Company’s expected amount of research and development tax credits. This variability provides an unreliable estimate of the annual effective tax rate. As a result, and in accordance with the authoritative guidance for accounting for income taxes in interim periods, the Company has computed its provision for income taxes for the three and six months ended September 30, 2016, by applying the actual effective tax rate to the year-to-date income for the three-month and six-month periods.

Future realization of existing deferred tax assets ultimately depends on future profitability and the existence of sufficient taxable income of appropriate character (for example, ordinary income versus capital gains) within the carryforward period available under tax law. In the event that the Company’s estimate of taxable income is less than that required to utilize the full amount of any deferred tax asset, a valuation allowance is established which would cause a decrease to income in the period such determination is made.

For the three and six months ended September 30, 2016, the Company’s gross unrecognized tax benefits increased by $1.0 million and $2.1 million, respectively. In the next twelve months it is reasonably possible that the amount of unrecognized tax benefits will not change significantly.

 

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VIASAT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

Note 10 —Strategic Partnering Arrangements

In February 2016, the Company entered into a framework and subscription agreement (the Framework Agreement) with Eutelsat, pursuant to which the Company has agreed to enter into a strategic partnering arrangement with Eutelsat to own and operate satellite broadband infrastructure and equipment and provide satellite-based broadband internet services in the European region. The arrangement will consist of two entities coordinating efforts to expand the European broadband market: an entity to be owned 51% by Eutelsat and 49% by the Company following the closing will own and operate Eutelsat’s KA-SAT satellite and related assets and offer wholesale satellite capacity services in the European region; and an entity to be owned 51% by the Company and 49% by Eutelsat following the closing will purchase wholesale satellite capacity services and offer retail satellite-based broadband internet services in the European region. At the closing under the Framework Agreement, Eutelsat will contribute and transfer assets relating to Eutelsat’s existing wholesale satellite broadband business (including its KA-SAT satellite) to a newly formed subsidiary of Eutelsat in exchange for the issuance of new shares in such subsidiary, and following such contribution and issuance, the Company will purchase 49% of the issued shares of Eutelsat’s subsidiary from Eutelsat for €132.5 million and, similarly, Eutelsat will purchase 49% of the issued shares of a second newly formed subsidiary of the Company for an immaterial amount. Also at the closing, the Company and Eutelsat will enter into shareholders’ agreements and other ancillary agreements with respect to the ownership, management and operation of the two entities. The closing of the transactions under the Framework Agreement is subject to customary conditions, including the receipt of required regulatory approvals and third-party consents. The Company currently anticipates that the closing will occur in fiscal year 2017.

 

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VIASAT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

Note 11 — Segment Information

The Company’s reporting segments, comprised of the satellite services, commercial networks and government systems segments, are primarily distinguished by the type of customer and the related contractual requirements. The Company’s satellite services segment provides satellite-based broadband services to consumers, enterprises, commercial airlines and mobile broadband customers primarily in the United States. The Company’s commercial networks segment develops and offers advanced end-to-end satellite and wireless communication systems, ground networking equipment and space-to-earth connectivity systems, some of which are ultimately used by the Company’s satellite services segment. The Company’s government systems segment develops and offers network-centric, internet protocol (IP)-based fixed and mobile secure government communications systems, products, services and solutions, and provides global mobile broadband service and product offerings. The more regulated government environment is subject to unique contractual requirements and possesses economic characteristics which differ from the satellite services and commercial networks segments. The Company’s segments are determined consistent with the way management currently organizes and evaluates financial information internally for making operating decisions and assessing performance.

Segment revenues and operating profits (losses) for the three and six months ended September 30, 2016 and 2015 were as follows:

 

     Three Months Ended      Six Months Ended  
     September 30, 2016      September 30, 2015      September 30, 2016      September 30, 2015  
     (In thousands)  

Revenues:

           

Satellite services

           

Product (1)

   $ 6,782       $ 6,376       $ 13,467       $ 12,652   

Service

     149,502         133,809         295,210         259,949   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     156,284         140,185         308,677         272,601   

Commercial networks

           

Product

     58,445         61,983         117,041         123,494   

Service

     7,018         4,387         13,975         9,631   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     65,463         66,370         131,016         133,125   

Government systems

           

Product

     122,008         95,301         217,403         195,862   

Service

     55,403         51,474         105,192         96,120   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     177,411         146,775         322,595         291,982   

Elimination of intersegment revenues

     —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenues

   $ 399,158       $ 353,330       $ 762,288       $ 697,708   
  

 

 

    

 

 

    

 

 

    

 

 

 

Operating profits (losses):

           

Satellite services (1)

   $ 32,550       $ 21,036       $ 63,417       $ 38,077   

Commercial networks

     (40,868      (22,306      (79,399      (41,039

Government systems

     29,009         19,683         46,964         35,599   

Elimination of intersegment operating profits

     —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Segment operating profit before corporate and amortization of acquired intangible assets

     20,691         18,413         30,982         32,637   

Corporate

     —          —          —          —    

Amortization of acquired intangible assets

     (2,277      (4,587      (4,790      (9,397
  

 

 

    

 

 

    

 

 

    

 

 

 

Income from operations

   $ 18,414       $ 13,826       $ 26,192       $ 23,240   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Product revenues and operating profits in the satellite services segment for the three and six months ended September 30, 2016 included $6.6 million and $13.2 million, respectively, and for the three and six months ended September 30, 2015 included $6.3 million and $12.5 million, respectively, relating to amounts realized under the Company’s settlement agreement entered into in fiscal year 2015 with Space System Loral, Inc. and its former parent company Loral Space & Communications, Inc.

 

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VIASAT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

Assets identifiable to segments include: accounts receivable, unbilled accounts receivable, inventory, acquired intangible assets and goodwill. The Company’s property and equipment, including its satellites, earth stations and other networking equipment, are assigned to corporate assets as they are available for use by the various segments throughout their estimated useful lives. Segment assets as of September 30, 2016 and March 31, 2016 were as follows:

 

     As of
September 30,
2016
     As of
March 31,
2016
 
     (In thousands)  

Segment assets:

     

Satellite services

   $ 58,618       $ 57,529   

Commercial networks

     180,028         212,943   

Government systems

     334,602         311,927   
  

 

 

    

 

 

 

Total segment assets

     573,248         582,399   

Corporate assets

     2,009,987         1,814,913   
  

 

 

    

 

 

 

Total assets

   $ 2,583,235       $ 2,397,312   
  

 

 

    

 

 

 

Other acquired intangible assets, net and goodwill included in segment assets as of September 30, 2016 and March 31, 2016 were as follows:

 

     Other Acquired Intangible
Assets, Net
     Goodwill  
     As of
September 30, 2016
     As of
March 31, 2016
     As of
September 30, 2016
     As of
March 31, 2016
 
     (In thousands)  

Satellite services

   $ 6,541       $ 8,751       $ 9,809       $ 9,809   

Commercial networks

     5,726         6,581         43,977         43,990   

Government systems

     16,475         18,272         62,618         63,241   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 28,742       $ 33,604       $ 116,404       $ 117,040   
  

 

 

    

 

 

    

 

 

    

 

 

 

Amortization of acquired intangible assets by segment for the three and six months ended September 30, 2016 and 2015 was as follows:

 

     Three Months Ended      Six Months Ended  
     September 30, 2016      September 30, 2015      September 30, 2016      September 30, 2015  
     (In thousands)  

Satellite services

   $ 1,105       $ 2,765       $ 2,209       $ 5,530   

Commercial networks

     411         755         856         1,251   

Government systems

     761         1,067         1,725         2,616   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total amortization of acquired intangible assets

   $ 2,277       $ 4,587       $ 4,790       $ 9,397   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements are based on current expectations, estimates, forecasts and projections about the industries in which we operate and the beliefs and assumptions of our management. We use words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” variations of such words and similar expressions to identify forward-looking statements. In addition, statements that refer to projections of earnings, revenue, costs or other financial items; anticipated growth and trends in our business or key markets; future economic conditions and performance; the development, customer acceptance and anticipated performance of technologies, products or services; satellite construction and launch activities; the performance and anticipated benefits of our ViaSat-2 and ViaSat-3 class satellites and any future satellite we may construct or acquire; the expected completion, capacity, service, coverage, service speeds and other features of our satellites, and the timing, cost, economics and other benefits associated therewith; anticipated subscriber growth; our proposed strategic partnering arrangement with Eutelsat S.A. (together with its affiliates, Eutelsat) and the timing, costs, economics and other benefits associated therewith; plans, objectives and strategies for future operations; and other characterizations of future events or circumstances, are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Factors that could cause actual results to differ materially include: our ability to realize the anticipated benefits of the ViaSat-2 and ViaSat-3 class satellites and any future satellite we may construct or acquire; unexpected expenses related to our satellite projects; our ability to consummate our proposed strategic partnering arrangement with Eutelsat and to realize the anticipated benefits of the strategic partnering arrangement; our ability to successfully implement our business plan for our broadband services on our anticipated timeline or at all; risks associated with the construction, launch and operation of satellites, including the effect of any anomaly, operational failure or degradation in satellite performance; our ability to successfully develop, introduce and sell new technologies, products and services; audits by the U.S. government; changes in the global business environment and economic conditions; delays in approving U.S. government budgets and cuts in government defense expenditures; our reliance on U.S. government contracts, and on a small number of contracts which account for a significant percentage of our revenues; reduced demand for products and services as a result of continued constraints on capital spending by customers; changes in relationships with, or the financial condition of, key customers or suppliers; our reliance on a limited number of third parties to manufacture and supply our products; increased competition; introduction of new technologies and other factors affecting the communications and defense industries generally; the effect of adverse regulatory changes on our ability to sell products and services; our level of indebtedness and ability to comply with applicable debt covenants; our involvement in litigation, including intellectual property claims and litigation to protect our proprietary technology; our dependence on a limited number of key employees; and other factors identified under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2016, under the heading “Risk Factors” in Part II, Item 1A of this report, elsewhere in this report and our other filings with the Securities and Exchange Commission (the SEC). Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update any forward-looking statements for any reason.

Company Overview

We are an innovator in broadband technologies and services. Our end-to-end platform of high-capacity Ka-band satellites, ground infrastructure and user terminals enables us to provide cost-effective, high-speed, high-quality broadband solutions to enterprises, consumers and government users around the globe, whether on the ground, on the move or in flight. In addition, we develop and provide advanced wireless communications systems, secure networking systems and cybersecurity and information assurance products and services. Our product, system and service offerings are often linked through common underlying technologies, customer applications and market relationships. We believe that our portfolio of products and services, combined with our ability to effectively cross-deploy technologies between government and commercial segments and across different geographic markets, provides us with a strong foundation to sustain and enhance our leadership in advanced communications and networking technologies. ViaSat, Inc. was incorporated in California in 1986, and reincorporated as a Delaware corporation in 1996.

During the first quarter of fiscal year 2016, we completed the acquisition of Engreen Inc. (Engreen), a privately held company focused on network function virtualization, for approximately $5.3 million (of which $0.5 million has been withheld as security for any indemnifiable damages), recorded within our commercial networks segment.

We conduct our business through three segments: satellite services, commercial networks and government systems.

 

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Satellite Services

Our satellite services segment provides satellite-based high-speed broadband services to consumers, enterprises, commercial airlines and mobile broadband customers primarily in the United States. Our Exede ® broadband services offer high-speed, high-quality broadband internet access across the contiguous United States. We also offer similar services for a growing number of commercial and business aircraft both in the United States and abroad. Our satellite services business also provides a platform for the provision of network management services to domestic and international satellite service providers. Our satellite services business uses our proprietary technology platform to provide broadband services with multiple applications. Our proprietary Ka-band satellites are at the core of our technology platform. We own two satellites: ViaSat-1 (our first-generation high-capacity Ka-band spot-beam satellite, which was placed into service in January 2012) and WildBlue-1 (which was placed into service in March 2007). In addition, three additional satellites are under construction: the ViaSat-2 satellite (our second-generation high-capacity Ka-band satellite design) and two ViaSat-3 class satellites (our third-generation high-capacity Ka-band satellite design). We currently expect the ViaSat-2 satellite to be launched late in the fourth quarter of fiscal year 2017 or early in the first quarter of fiscal year 2018, and that the two ViaSat-3 class satellites will be launched in fiscal year 2020 or early fiscal year 2021.

The primary services offered by our satellite services segment are comprised of:

 

   

Fixed broadband services under the Exede and Wildblue ® brands offered to consumers and businesses primarily in the United States, which provide users with high-speed broadband internet access and Voice over Internet Protocol (VoIP) services. As of September 30, 2016, we provided broadband internet services to approximately 686,000 consumer and small business subscribers.

 

   

In-flight broadband services including our flagship Exede In The Air service. As of September 30, 2016, 533 commercial aircraft were in service utilizing our Exede in-flight broadband services. In November 2016, ViaSat was selected by a North American airline to retrofit more than 500 aircraft from its existing domestic fleet with ViaSat’s in-flight broadband system, with installation expected to begin in the first half of fiscal year 2018.

 

   

Mobile broadband services under the Yonder ® brand, which provide global network management and high-speed internet connectivity services for customers using airborne, maritime and ground-mobile satellite systems.

 

   

Enterprise broadband services, which include business connectivity, live on-line event streaming, oil and natural gas data gathering services and high-definition satellite news gathering.

In February 2016, we entered into a framework and subscription agreement (the Framework Agreement) with Eutelsat, pursuant to which we have agreed to enter into a strategic partnering arrangement with Eutelsat to own and operate satellite broadband infrastructure and equipment and provide satellite-based broadband internet services in the European region. The arrangement will consist of two entities coordinating efforts to expand the European broadband market: an entity to be owned 51% by Eutelsat and 49% by ViaSat following the closing will own and operate Eutelsat’s KA-SAT satellite and related assets and offer wholesale satellite capacity services in the European region; and an entity to be owned 51% by ViaSat and 49% by Eutelsat following the closing will purchase wholesale satellite capacity services and offer retail satellite-based broadband internet services in the European region. At the closing under the Framework Agreement, Eutelsat will contribute and transfer assets relating to Eutelsat’s existing wholesale satellite broadband business (including its KA-SAT satellite) to a newly formed subsidiary of Eutelsat in exchange for the issuance of new shares in such subsidiary, and following such contribution and issuance, we will purchase 49% of the issued shares of Eutelsat’s subsidiary from Eutelsat for €132.5 million and, similarly, Eutelsat will purchase 49% of the issued shares of a second newly formed subsidiary of ViaSat for an immaterial amount. Also at the closing, we and Eutelsat will enter into shareholders’ agreements and other ancillary agreements with respect to the ownership, management and operation of the two entities. The closing of the transactions under the Framework Agreement is subject to customary conditions, including the receipt of required regulatory approvals and third-party consents. We currently anticipate that the closing will occur in fiscal year 2017.

Commercial Networks

Our commercial networks segment develops and produces a variety of advanced end-to-end satellite and wireless communication systems, ground networking equipment and space-to-earth connectivity systems. We design and build customized fixed and mobile satellite communication systems capable of serving a variety of markets and applications. In addition, we offer an array of ground networking equipment and products, including customer premise equipment (CPE), satellite modems, antenna technologies, earth stations and satellite networking hubs. Our communication systems, networking equipment and products are generally developed through a combination of customer and discretionary internal research and development funding, are utilized to provide services through our satellite services segment and are also sold to commercial networks customers.

Our communication systems, ground networking equipment and products include:

 

   

Fixed satellite networks, including next-generation satellite network infrastructure and ground terminals to access Ka-band broadband services on high-capacity satellites.

 

   

Mobile broadband satellite communication systems, designed for use in aircraft, high-speed trains and seagoing vessels.

 

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Antenna systems specializing in earth imaging, remote sensing, mobile satellite communication, Ka-band earth stations and other multi-band antennas.

 

   

Satellite networking development programs, including specialized design and technology services covering all aspects of satellite communication system architecture and technology.

Government Systems

Our government systems segment develops and produces network-centric internet protocol (IP)-based fixed and mobile secure government communications systems, products, services and solutions, which are designed to enable the collection and dissemination of secure real-time digital information between command centers, communications nodes and air defense systems. Customers of our government systems segment include the U.S. Department of Defense (DoD), allied foreign governments, domestic and allied armed forces, public safety first-responders and remote government employees.

The primary products and services of our government systems segment include:

 

   

Government mobile broadband products and services, which provide military and government users with high-speed, real-time, broadband and multimedia connectivity in key regions of the world.

 

   

Government satellite communication systems, which comprise an array of portable, mobile and fixed broadband modems, terminals, network access control systems and antenna systems using a range of satellite frequency bands for line-of-sight and beyond-line-of-sight Intelligence, Surveillance and Reconnaissance (ISR) and Command and Control (C2) missions, satellite networking services, network management systems for Wi-Fi and other internet access networks, and global mobile broadband capability, and include products designed for manpacks, aircraft, unmanned aerial vehicles (UAVs), seagoing vessels, ground mobile vehicles and fixed applications.

 

   

Cybersecurity and information assurance products, which provide advanced, high-speed IP-based “Type 1” and High Assurance Internet Protocol Encryption (HAIPE ® )-compliant encryption solutions that enable military and government users to communicate information securely over networks, and that secure data stored on computers and storage devices.

 

   

Tactical data links, including our Battlefield Awareness and Targeting System – Dismounted (BATS-D) handheld link radios, Multifunctional Information Distribution System (MIDS) terminals for military fighter jets and their successor, MIDS Joint Tactical Radio System (MIDS-JTRS) terminals, “disposable” weapon data links and other portable small tactical terminals.

Sources of Revenues

Our satellite services segment revenues are primarily derived from our domestic broadband services business and from our worldwide managed network services.

Our products in our commercial networks and government systems segments are provided primarily through three types of contracts: fixed-price, time-and-materials and cost-reimbursement contracts. Fixed-price contracts (which require us to provide products and services under a contract at a specified price) comprised approximately 89% and 90% of our total revenues for these segments for the three months ended September 30, 2016 and 2015, respectively, and 88% and 89% of our total revenues for these segments for the six months ended September 30, 2016 and 2015, respectively. The remainder of our revenues in these segments for such periods was derived from cost-reimbursement contracts (under which we are reimbursed for all actual costs incurred in performing the contract to the extent such costs are within the contract ceiling and allowable under the terms of the contract, plus a fee or profit) and from time-and-materials contracts (which reimburse us for the number of labor hours expended at an established hourly rate negotiated in the contract, plus the cost of materials utilized in providing such products or services).

Our ability to grow and maintain our revenues in our commercial networks and government systems segments has to date depended on our ability to identify and target markets where the customer places a high priority on the technology solution, and our ability to obtain additional sizable contract awards. Due to the nature of this process, it is difficult to predict the probability and timing of obtaining awards in these markets.

Historically, a significant portion of our revenues in our commercial networks and government systems segments has been derived from customer contracts that include the research and development of products. The research and development efforts are conducted in direct response to the customer’s specific requirements and, accordingly, expenditures related to such efforts are included in cost of sales when incurred and the related funding (which includes a profit component) is included in revenues. Revenues for our funded research and development from our customer contracts were approximately 16% and 20% of our total revenues in the three months ended September 30, 2016 and 2015, respectively. Revenues for our funded research and development from our customer contracts were approximately 19% of our total revenues in the six months ended September 30, 2016 and 2015.

 

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We also incur independent research and development (IR&D) expenses, which are not directly funded by a third party. IR&D expenses consist primarily of salaries and other personnel-related expenses, supplies, prototype materials, testing and certification related to research and development projects. IR&D expenses were approximately 8% and 6% of total revenues during the three months ended September 30, 2016 and 2015, respectively, and approximately 7% and 5% of total revenues during the six months ended September 30, 2016 and 2015, respectively. As a government contractor, we are able to recover a portion of our IR&D expenses pursuant to our government contracts.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We consider the policies discussed below to be critical to an understanding of our financial statements because their application places the most significant demands on management’s judgment, with financial reporting results relying on estimation about the effect of matters that are inherently uncertain. We describe the specific risks for these critical accounting policies in the following paragraphs. For all of these policies, we caution that future events rarely develop exactly as forecast, and even the best estimates routinely require adjustment.

Revenue recognition

A substantial portion of our revenues is derived from long-term contracts requiring development and delivery of complex equipment built to customer specifications. Sales related to these contracts are accounted for under the authoritative guidance for the percentage-of-completion method of accounting (Accounting Standards Codification (ASC) 605-35). Sales and earnings under these contracts are recorded either based on the ratio of actual costs incurred to date to total estimated costs expected to be incurred related to the contract, or as products are shipped under the units-of-delivery method.

The percentage-of-completion method of accounting requires management to estimate the profit margin for each individual contract and to apply that profit margin on a uniform basis as sales are recorded under the contract. The estimation of profit margins requires management to make projections of the total sales to be generated and the total costs that will be incurred under a contract. These projections require management to make numerous assumptions and estimates relating to items such as the complexity of design and related development costs, performance of subcontractors, availability and cost of materials, labor productivity and cost, overhead and capital costs and manufacturing efficiency. These contracts often include purchase options for additional quantities and customer change orders for additional or revised product functionality. Purchase options and change orders are accounted for either as an integral part of the original contract or separately depending upon the nature and value of the item. For contract claims or similar items, we apply judgment in estimating the amounts and assessing the potential for realization. These amounts are only included in contract value when they can be reliably estimated and realization is considered probable. Anticipated losses on contracts are recognized in full in the period in which losses become probable and estimable. During the three months ended September 30, 2016 and 2015, we recorded losses of approximately $1.6 million and $0.3 million, respectively, related to loss contracts. During the six months ended September 30, 2016 and 2015, we recorded losses of approximately $2.0 million and $1.7 million, respectively, related to loss contracts.

Assuming the initial estimates of sales and costs under a contract are accurate, the percentage-of-completion method results in the profit margin being recorded evenly as revenue is recognized under the contract. Changes in these underlying estimates due to revisions in sales and future cost estimates or the exercise of contract options may result in profit margins being recognized unevenly over a contract as such changes are accounted for on a cumulative basis in the period estimates are revised. We believe we have established appropriate systems and processes to enable us to reasonably estimate future costs on our programs through regular evaluations of contract costs, scheduling and technical matters by business unit personnel and management. Historically, in the aggregate, we have not experienced significant deviations in actual costs from estimated program costs, and when deviations that result in significant adjustments arise, we disclose the related impact in Management’s Discussion and Analysis of Financial Condition and Results of Operations. However, these estimates require significant management judgment, and a significant change in future cost estimates on one or more programs could have a material effect on our results of operations. A one percent variance in our future cost estimates on open fixed-price contracts as of September 30, 2016 would change our income before income taxes by approximately $0.4 million.

We also derive a substantial portion of our revenues from contracts and purchase orders where revenue is recorded on delivery of products or performance of services in accordance with the authoritative guidance for revenue recognition (ASC 605). Under this standard, we recognize revenue when an arrangement exists, prices are determinable, collectability is reasonably assured and the goods or services have been delivered.

 

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We also enter into certain leasing arrangements with customers and evaluate the contracts in accordance with the authoritative guidance for leases (ASC 840). Our accounting for equipment leases involves specific determinations under the authoritative guidance for leases, which often involve complex provisions and significant judgments. In accordance with the authoritative guidance for leases, we classify the transactions as sales type or operating leases based on: (1) review for transfers of ownership of the equipment to the lessee by the end of the lease term, (2) review of the lease terms to determine if it contains an option to purchase the leased equipment for a price which is sufficiently lower than the expected fair value of the equipment at the date of the option, (3) review of the lease term to determine if it is equal to or greater than 75% of the economic life of the equipment, and (4) review of the present value of the minimum lease payments to determine if they are equal to or greater than 90% of the fair market value of the equipment at the inception of the lease. Additionally, we consider the cancelability of the contract and any related uncertainty of collections or risk in recoverability of the lease investment at lease inception. Revenue from sales type leases is recognized at the inception of the lease or when the equipment has been delivered and installed at the customer site, if installation is required. Revenues from equipment rentals under operating leases are recognized as earned over the lease term, which is generally on a straight-line basis.

In accordance with the authoritative guidance for revenue recognition for multiple element arrangements, the Accounting Standards Update (ASU) 2009-13 (ASU 2009-13), Revenue Recognition (ASC 605) Multiple-Deliverable Revenue Arrangements, which updates ASC 605-25, Revenue Recognition-Multiple element arrangements, of the Financial Accounting Standards Board (FASB) codification, for substantially all of the arrangements with multiple deliverables, we allocate revenue to each element based on a selling price hierarchy at the arrangement inception. The selling price for each element is based upon the following selling price hierarchy: vendor specific objective evidence (VSOE) if available, third-party evidence (TPE) if VSOE is not available, or estimated selling price (ESP) if neither VSOE nor TPE are available (a description as to how we determine VSOE, TPE and ESP is provided below). If a tangible hardware systems product includes software, we determine whether the tangible hardware systems product and the software work together to deliver the product’s essential functionality and, if so, the entire product is treated as a nonsoftware deliverable. The total arrangement consideration is allocated to each separate unit of accounting for each of the nonsoftware deliverables using the relative selling prices of each unit based on the aforementioned selling price hierarchy. Revenue for each separate unit of accounting is recognized when the applicable revenue recognition criteria for each element have been met.

To determine the selling price in multiple-element arrangements, we establish VSOE of the selling price using the price charged for a deliverable when sold separately. We also consider specific renewal rates offered to customers for software license updates, product support and hardware systems support, and other services. For nonsoftware multiple-element arrangements, TPE is established by evaluating similar and/or interchangeable competitor products or services in standalone arrangements with similarly situated customers and/or agreements. If we are unable to determine the selling price because VSOE or TPE doesn’t exist, we determine ESP for the purposes of allocating the arrangement by reviewing historical transactions, including transactions whereby the deliverable was sold on a standalone basis, and considering several other external and internal factors including, but not limited to, pricing practices including discounting, margin objectives, competition, the geographies in which we offer our products and services, the type of customer (i.e. distributor, value added reseller, government agency or direct end user, among others), volume commitments and the stage of the product lifecycle. The determination of ESP considers our pricing model and go-to-market strategy. As our, or our competitors’, pricing and go-to-market strategies evolve, we may modify our pricing practices in the future, which could result in changes to our determination of VSOE, TPE and ESP. As a result, our future revenue recognition for multiple-element arrangements could differ materially from those in the current period.

Collections in excess of revenues and deferred revenues represent cash collected from customers in advance of revenue recognition and are recorded in accrued liabilities for obligations within the next twelve months. Amounts for obligations extending beyond the twelve months are recorded within other liabilities in the condensed consolidated financial statements.

Warranty reserves

We provide limited warranties on our products for periods of up to five years. We record a liability for our warranty obligations when we ship the products or they are included in long-term construction contracts based upon an estimate of expected warranty costs. Amounts expected to be incurred within twelve months are classified as accrued liabilities and amounts expected to be incurred beyond twelve months are classified as other liabilities in the condensed consolidated financial statements. For mature products, we estimate the warranty costs based on historical experience with the particular product. For newer products that do not have a history of warranty costs, we base our estimates on our experience with the technology involved and the types of failures that may occur. It is possible that our underlying assumptions will not reflect the actual experience, and in that case, we will make future adjustments to the recorded warranty obligation.

 

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Property, equipment and satellites

Satellites and other property and equipment are recorded at cost or in the case of certain satellites and other property acquired, the fair value at the date of acquisition, net of accumulated depreciation. Capitalized satellite costs consist primarily of the costs of satellite construction and launch, including launch insurance and insurance during the period of in-orbit testing, the net present value of performance incentives expected to be payable to the satellite manufacturers (dependent on the continued satisfactory performance of the satellites), costs directly associated with the monitoring and support of satellite construction, and interest costs incurred during the period of satellite construction. We also construct earth stations, network operations systems and other assets to support our satellites, and those construction costs, including interest, are capitalized as incurred. At the time satellites are placed in service, we estimate the useful life of our satellites for depreciation purposes based upon an analysis of each satellite’s performance against the original manufacturer’s orbital design life, estimated fuel levels and related consumption rates, as well as historical satellite operating trends.

We own two satellites: ViaSat-1 (our first-generation high-capacity Ka-band spot-beam satellite, which was placed into service in January 2012) and WildBlue-1 (which was placed into service in March 2007). In addition, three additional satellites are under construction: the ViaSat-2 satellite (our second-generation high-capacity Ka-band satellite design) and two ViaSat-3 class satellites (our third-generation high-capacity Ka-band satellite design). We currently expect the ViaSat-2 satellite to be launched late in the fourth quarter of fiscal year 2017 or early in the first quarter of fiscal year 2018, and that the two ViaSat-3 class satellites will be launched in fiscal year 2020 or early fiscal year 2021. We also have an exclusive prepaid lifetime capital lease of Ka-band capacity over the contiguous United States on Telesat Canada’s Anik F2 satellite (which was placed into service in April 2005) and own related earth stations and networking equipment for all of our satellites. Property and equipment also includes the CPE units leased to subscribers under a retail leasing program as part of our satellite services segment.

Impairment of long-lived and other long-term assets (property, equipment and satellites, and other assets, including goodwill)

In accordance with the authoritative guidance for impairment or disposal of long-lived assets (ASC 360), we assess potential impairments to our long-lived assets, including property, equipment and satellites and other assets, when there is evidence that events or changes in circumstances indicate that the carrying value may not be recoverable. We periodically review the remaining estimated useful life of the satellite to determine if revisions to the estimated life are necessary. We recognize an impairment loss when the undiscounted cash flows expected to be generated by an asset (or group of assets) are less than the asset’s carrying value. Any required impairment loss would be measured as the amount by which the asset’s carrying value exceeds its fair value, and would be recorded as a reduction in the carrying value of the related asset and charged to results of operations. No material impairments were recorded by us for the three and six months ended September 30, 2016 and 2015.

We account for our goodwill under the authoritative guidance for goodwill and other intangible assets (ASC 350) and the provisions of ASU 2011-08, Testing Goodwill for Impairment, which simplifies how we test goodwill for impairment. Current authoritative guidance allows us to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. If, after completing the qualitative assessment, we determine that it is more likely than not that the estimated fair value is greater than the carrying value, we conclude that no impairment exists. If it is more likely than not that the carrying value of the reporting unit exceeds its estimated fair value, we compare the fair value of the reporting unit to its carrying value. If the estimated fair value of the reporting unit is less than the carrying value, a second step is performed in which the implied fair value of goodwill is compared to its carrying value. If the implied fair value of goodwill is less than its carrying value, goodwill must be written down to its implied fair value, resulting in goodwill impairment. We test goodwill for impairment during the fourth quarter every fiscal year and when an event occurs or circumstances change such that it is reasonably possible that an impairment may exist.

The qualitative analysis includes assessing the impact of changes in certain factors including: (1) changes in forecasted operating results and comparing actual results to projections, (2) changes in the industry or our competitive environment since the acquisition date, (3) changes in the overall economy, our market share and market interest rates since the acquisition date, (4) trends in the stock price and related market capitalization and enterprise values, (5) trends in peer companies total enterprise value metrics, and (6) additional factors such as management turnover, changes in regulation and changes in litigation matters.

Based on our qualitative assessment performed during the fourth quarter of fiscal year 2016, we concluded that it was more likely than not that the estimated fair value of our reporting units exceeded their carrying value as of March 31, 2016 and, therefore, determined it was not necessary to perform the two-step goodwill impairment test.

 

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Income taxes and valuation allowance on deferred tax assets

Management evaluates the realizability of our deferred tax assets and assesses the need for a valuation allowance on a quarterly basis to determine if the weight of available evidence suggests that an additional valuation allowance is needed. In accordance with the authoritative guidance for income taxes (ASC 740), net deferred tax assets are reduced by a valuation allowance if, based on all the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the event that our estimate of taxable income is less than that required to utilize the full amount of any deferred tax asset, a valuation allowance is established which would cause a decrease to income in the period such determination is made. Our valuation allowance against deferred tax assets increased from $17.1 million at March 31, 2016 to $19.3 million at September 30, 2016. The valuation allowance primarily relates to state net operating loss carryforwards and research and development tax credit carryforwards available to reduce state income taxes.

Accruals for uncertain tax positions are provided for in accordance with the authoritative guidance for accounting for uncertainty in income taxes (ASC 740). Under the authoritative guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The authoritative guidance addresses the derecognition of income tax assets and liabilities, classification of deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures.

We are subject to income taxes in the United States and numerous foreign jurisdictions. In the ordinary course of business, there are calculations and transactions where the ultimate tax determination is uncertain. In addition, changes in tax laws and regulations as well as adverse judicial rulings could adversely affect the income tax provision. We believe we have adequately provided for income tax issues not yet resolved with federal, state and foreign tax authorities. However, if these provided amounts prove to be more than what is necessary, the reversal of the reserves would result in tax benefits being recognized in the period in which we determine that provision for the liabilities is no longer necessary. If an ultimate tax assessment exceeds our estimate of tax liabilities, an additional charge to expense would result.

Results of Operations

The following table presents, as a percentage of total revenues, income statement data for the periods indicated:

 

     Three Months Ended     Six Months Ended  
     September 30,
2016
    September 30,
2015
    September 30,
2016
    September 30,
2015
 

Revenues:

     100.0     100.0     100.0     100.0

Product revenues

     46.9        46.3        45.6        47.6   

Service revenues

     53.1        53.7        54.4        52.4   

Operating expenses:

        

Cost of product revenues

     34.3        32.9        33.8        34.7   

Cost of service revenues

     33.6        35.3        34.3        34.7   

Selling, general and administrative

     19.3        20.8        20.5        20.7   

Independent research and development

     7.6        5.9        7.3        5.2   

Amortization of acquired intangible assets

     0.6        1.3        0.6        1.3   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

     4.6        3.9        3.4        3.3   

Interest expense, net

     (1.0     (1.7     (1.2     (1.7
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     3.6        2.2        2.3        1.6   

Provision for income taxes

     0.9        0.8        0.6        0.5   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     2.7        1.4        1.7        1.1   

Net income attributable to ViaSat, Inc.

     2.8        1.4        1.7        1.1   

 

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Three Months Ended September 30, 2016 vs. Three Months Ended September 30, 2015

Revenues

 

       Three Months Ended      Dollar
Increase
(Decrease)
     Percentage
Increase
(Decrease)
 

(In millions, except percentages)

   September 30,
2016
     September 30,
2015
       

Product revenues

   $ 187.2       $ 163.7       $ 23.6         14.4

Service revenues

     211.9         189.7         22.3         11.7
  

 

 

    

 

 

    

 

 

    

Total revenues

   $ 399.2       $ 353.3       $ 45.8         13.0

Our total revenues grew by $45.8 million as a result of a $23.6 million increase in product revenues and a $22.3 million increase in service revenues. The product revenue increase was primarily driven by an increase of $26.7 million in our government systems segment. The service revenue increase was primarily driven by increases of $15.7 million in our satellite services segment and $3.9 million in our government systems segment.

Cost of revenues

 

       Three Months Ended      Dollar
Increase
(Decrease)
     Percentage
Increase
(Decrease)
 

(In millions, except percentages)

   September 30,
2016
     September 30,
2015
       

Cost of product revenues

   $ 136.8       $ 116.2       $ 20.6         17.8

Cost of service revenues

     134.2         124.6         9.6         7.7
  

 

 

    

 

 

    

 

 

    

Total cost of revenues

   $ 271.1       $ 240.8       $ 30.3         12.6

Cost of revenues increased by $30.3 million due to increases of $20.6 million in cost of product revenues and $9.6 million in cost of service revenues. The cost of product revenue increase was primarily due to increased product revenues, causing a $16.7 million increase in cost of product revenues on a constant margin basis. This cost of product revenue increase mainly related to our tactical data link products and cybersecurity and information assurance products in our government systems segment. The cost of service revenue increase was primarily due to increased service revenues, which generated a $14.6 million increase in cost of service revenues on a constant margin basis. This increase mainly related to our Exede broadband services and in-flight broadband services in our satellite services segment, partially offset by improved margins from our Exede broadband services resulting from higher value service plan offerings compared to the prior year period.

Selling, general and administrative expenses

 

       Three Months Ended      Dollar
Increase
(Decrease)
     Percentage
Increase
(Decrease)
 

(In millions, except percentages)

   September 30,
2016
     September 30,
2015
       

Selling, general and administrative

   $ 77.2       $ 73.4       $ 3.9         5.3

The $3.9 million increase in selling, general and administrative (SG&A) expenses was primarily attributable to higher support costs of $7.0 million mainly relating to our government systems segment. This increase was partially offset by lower selling costs primarily in our satellite services segment as well as lower new business proposal costs mainly in our government systems segment. SG&A expenses consisted primarily of personnel costs and expenses for business development, marketing and sales, bid and proposal, facilities, finance, contract administration and general management.

Independent research and development

 

       Three Months Ended      Dollar
Increase
(Decrease)
     Percentage
Increase
(Decrease)
 

(In millions, except percentages)

   September 30,
2016
     September 30,
2015
       

Independent research and development

   $ 30.2       $ 20.8       $ 9.4         45.1

The $9.4 million increase in IR&D expenses was primarily the result of increased IR&D efforts in our commercial networks segment of $10.0 million, which mainly related to research increases in next-generation satellite payload technologies for our ViaSat-3 class satellites and mobile broadband satellite communication systems.

 

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Amortization of acquired intangible assets

We amortize our acquired intangible assets from prior acquisitions over their estimated useful lives, which range from two to ten years. The $2.3 million decrease in amortization of acquired intangible assets in the second quarter of fiscal year 2017 compared to the prior year period was primarily the result of certain acquired customer relationship intangibles in our satellite services segment becoming fully amortized over the preceding twelve months. Current and expected amortization expense for acquired intangible assets for each of the following periods is as follows:

 

     Amortization  
     (In thousands)  

For the six months ended September 30, 2016

   $ 4,790   

Expected for the remainder of fiscal year 2017

   $ 4,553   

Expected for fiscal year 2018

     8,005   

Expected for fiscal year 2019

     5,493   

Expected for fiscal year 2020

     4,460   

Expected for fiscal year 2021

     3,040   

Thereafter

     3,191   
  

 

 

 
   $ 28,742   
  

 

 

 

Interest income

The $0.4 million decrease in interest income in the three months ended September 30, 2016 compared to the prior year period was primarily due to the decrease in the amount of payments under our settlement agreement with Space System Loral, Inc. and its former parent company Loral Space & Communications, Inc. (the Settlement Agreement), recognized as interest income in both periods.

Interest expense

The $2.4 million decrease in interest expense in the three months ended September 30, 2016 compared to the prior year period was primarily due to an increase of $4.5 million in the amount of interest capitalized during the second quarter of fiscal year 2017 compared to the prior year period. This decrease was partially offset by increased interest expense due to the overall higher amount of outstanding borrowings during the three months ended September 30, 2016 compared to the prior year period. Capitalized interest expense during the three months ended September 30, 2016 and 2015 related to the construction of ViaSat-2 and other assets and in the current year period also included interest expense related to the construction of our ViaSat-3 class satellites.

Provision for income taxes

For the three months ended September 30, 2016 and 2015, we recorded an income tax provision of $3.6 million and $2.8 million, respectively. The income tax provision for the periods differed from the amounts which would have been recorded using the U.S. statutory rate due primarily to the benefit of research and development tax credits. Ordinarily, the effective tax rate at the end of an interim period is calculated using an estimate of the annual effective tax rate expected to be applicable for the full fiscal year. However, when a reliable estimate cannot be made, we compute our provision for income taxes using the actual effective tax rate (discrete method) for the year-to-date period. For the three months ended September 30, 2016, we used the actual effective year-to-date tax rate in calculating the income tax provision for that period as a reliable estimate of the annual effective tax rate could not be made.

Segment Results for the Three Months Ended September 30, 2016 vs. Three Months Ended September 30, 2015

Satellite services segment

Revenues

 

       Three Months Ended      Dollar
Increase
(Decrease)
     Percentage
Increase
(Decrease)
 

(In millions, except percentages)

   September 30,
2016
     September 30,
2015
       

Segment product revenues

   $ 6.8       $ 6.4       $ 0.4         6.4

Segment service revenues

     149.5         133.8         15.7         11.7
  

 

 

    

 

 

    

 

 

    

Total segment revenues

   $ 156.3       $ 140.2       $ 16.1         11.5

 

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Table of Contents

Our satellite services segment revenues grew by $16.1 million primarily as a result of a $15.7 million increase in service revenues. The increase in service revenues was primarily driven by higher average revenue per Exede broadband internet subscriber, as well as the expansion of our in-flight broadband services compared to the prior year period. 533 commercial aircraft were in service as of September 30, 2016 compared to 419 commercial aircraft in service as of September 30, 2015. Total subscribers of our broadband internet services were relatively flat year over year, with approximately 686,000 subscribers at September 30, 2016 compared to 687,000 subscribers at September 30, 2015.

Segment operating profit

 

       Three Months Ended     Dollar
Increase
(Decrease)
     Percentage
Increase
(Decrease)
 

(In millions, except percentages)

   September 30,
2016
    September 30,
2015
      

Segment operating profit

   $ 32.6      $ 21.0      $ 11.5         54.7

Percentage of segment revenues

     20.8     15.0     

The increase in our satellite services segment operating profit was driven primarily by higher earnings contributions of $11.3 million primarily due to the increase in service revenues. The higher average revenue per Exede broadband internet subscriber in the current year period was primarily driven by higher value service plan offerings compared to the prior year period, and resulted in increased service revenues and improved margins. We experienced positive contributions from our in-flight broadband services during the current year period.

Commercial networks segment

Revenues

 

       Three Months Ended      Dollar
Increase
(Decrease)
     Percentage
Increase
(Decrease)
 

(In millions, except percentages)

   September 30,
2016
     September 30,
2015
       

Segment product revenues

   $ 58.4       $ 62.0       $ (3.5      (5.7 )% 

Segment service revenues

     7.0         4.4         2.6         60.0
  

 

 

    

 

 

    

 

 

    

Total segment revenues

   $ 65.5       $ 66.4       $ (0.9      (1.4 )% 

Our commercial networks segment revenues decreased slightly by $0.9 million, due to a $3.5 million decrease in product revenues, offset by a $2.6 million increase in service revenues. The decrease in product revenues was primarily due to a decrease of $7.6 million in mobile broadband satellite communication systems, partially offset by an increase of $3.7 million related to fixed satellite networks (reflecting broadband terminal orders under our large-scale Australian Ka-band infrastructure project, partially offset by decreased revenues reflecting the nearing of completion of the Australian Ka-band infrastructure project).

Segment operating loss

 

       Three Months Ended     Dollar
(Increase)
Decrease
     Percentage
(Increase)
Decrease
 

(In millions, except percentages)

   September 30,
2016
    September 30,
2015
      

Segment operating loss

   $ (40.9   $ (22.3   $ (18.6      (83.2 )% 

Percentage of segment revenues

     (62.4 )%      (33.6 )%      

The $18.6 million increase in our commercial networks segment operating loss was driven primarily by a $10.0 million increase in IR&D expenses (primarily related to research increases in next-generation satellite payload technologies for our ViaSat-3 class satellites and mobile broadband satellite communication systems) and lower earnings contributions of $7.4 million (primarily due to lower revenues and lower margins in our mobile broadband satellite communication systems). Additionally, support costs increased $1.6 million compared to the prior year period.

 

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Table of Contents

Government systems segment

Revenues

 

       Three Months Ended      Dollar
Increase
(Decrease)
     Percentage
Increase
(Decrease)
 

(In millions, except percentages)

   September 30,
2016
     September 30,
2015
       

Segment product revenues

   $ 122.0       $ 95.3       $ 26.7         28.0

Segment service revenues

     55.4         51.5         3.9         7.6
  

 

 

    

 

 

    

 

 

    

Total segment revenues

   $ 177.4       $ 146.8       $ 30.6         20.9

Our government systems segment revenues increased by $30.6 million, due to a $26.7 million increase in product revenues and a $3.9 million increase in service revenues. The product revenue increase was primarily due to a $14.1 million increase in tactical data link products and a $13.3 million increase in cybersecurity and information assurance products. Of the service revenue increase, $2.8 million related to our network management services for Wi-Fi and other internet access networks and $2.1 million related to our government satellite communications systems services.

Segment operating profit

 

       Three Months Ended     Dollar
Increase
(Decrease)
     Percentage
Increase
(Decrease)
 

(In millions, except percentages)

   September 30,
2016
    September 30,
2015
      

Segment operating profit

   $ 29.0      $ 19.7      $ 9.3         47.4

Percentage of segment revenues

     16.4     13.4     

The $9.3 million increase in our government systems segment operating profit reflected higher earnings contributions of $11.6 million primarily due to higher revenues and improved margins in our cybersecurity and information assurance products and tactical data link products. This operating profit increase was partially offset by overall higher SG&A costs of $2.9 million.

 

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Table of Contents

Six Months Ended September 30, 2016 vs. Six Months Ended September 30, 2015

Revenues

 

       Six Months Ended      Dollar
Increase
(Decrease)
     Percentage
Increase
(Decrease)
 

(In millions, except percentages)

   September 30,
2016
     September 30,
2015
       

Product revenues

   $ 347.9       $ 332.0       $ 15.9         4.8

Service revenues

     414.4         365.7         48.7         13.3
  

 

 

    

 

 

    

 

 

    

Total revenues

   $ 762.3       $ 697.7       $ 64.6         9.3

Our total revenues grew by $64.6 million, due to a $48.7 million increase in service revenues and a $15.9 million increase in product revenues. The service revenue increase was primarily driven by increases of $35.3 million in our satellite services segment and $9.1 million in our government systems segment. The product revenue increase was primarily driven by an increase of $21.5 million in our government systems segment, partially offset by a $6.5 million decrease in our commercial networks segment.

Cost of revenues

 

       Six Months Ended      Dollar
Increase
(Decrease)
     Percentage
Increase
(Decrease)
 

(In millions, except percentages)

   September 30,
2016
     September 30,
2015
       

Cost of product revenues

   $ 257.5       $ 242.0       $ 15.5         6.4

Cost of service revenues

     261.8         242.2         19.6         8.1
  

 

 

    

 

 

    

 

 

    

Total cost of revenues

   $ 519.3       $ 484.2       $ 35.1         7.3

Cost of revenues increased by $35.1 million due to a $19.6 million increase in cost of service revenues and $15.5 million increase in cost of product revenues. The cost of service revenue increase was primarily due to increased service revenues, which generated a $32.2 million increase in cost of service revenues on a constant margin basis. This increase mainly related to our Exede broadband services and in-flight broadband services in our satellite services segment, as well as our network management services for Wi-Fi and other internet access networks in our government systems segment, and was partially offset by improved margins from our Exede broadband services resulting from higher quality and higher value service plan offerings in our satellite services segment. The cost of product revenue increase was primarily due to increased revenues, causing a $11.6 million increase in cost of product revenues on a constant margin basis. This cost of product revenue increase mainly related to our cybersecurity and information assurance products and tactical data links products in our government systems segment.

Selling, general and administrative expenses

 

       Six Months Ended      Dollar
Increase
(Decrease)
     Percentage
Increase
(Decrease)
 

(In millions, except percentages)

   September 30,
2016
     September 30,
2015
       

Selling, general and administrative

   $ 156.6       $ 144.5       $ 12.2         8.4

The $12.2 million increase in SG&A expenses was primarily attributable to higher support costs of $16.0 million spread across all three segments. This increase was partially offset by lower new business proposal costs mainly in our government systems segment as well as lower selling costs in our satellite services segment. SG&A expenses consisted primarily of personnel costs and expenses for business development, marketing and sales, bid and proposal, facilities, finance, contract administration and general management.

Independent research and development

 

       Six Months Ended      Dollar
Increase
(Decrease)
     Percentage
Increase
(Decrease)
 

(In millions, except percentages)

   September 30,
2016
     September 30,
2015
       

Independent research and development

   $ 55.4       $ 36.4       $ 19.0         52.1

The $19.0 million increase in IR&D expenses was primarily the result of increased IR&D efforts in our commercial networks segment of $21.5 million (primarily related to research increases in next-generation satellite payload technologies for our ViaSat-3 class satellites and mobile broadband satellite communication systems).

 

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Table of Contents

Amortization of acquired intangible assets

We amortize our acquired intangible assets from prior acquisitions over their estimated useful lives, which range from two to ten years. The $4.6 million decrease in amortization of acquired intangible assets in the first six months of fiscal year 2017 compared to the prior year period was primarily the result of certain acquired customer relationship intangibles in our satellite services segment becoming fully amortized over the preceding twelve months. Current and expected amortization expense for acquired intangible assets for each of the following periods is as follows:

 

     Amortization  
     (In thousands)  

For the six months ended September 30, 2016

   $ 4,790   

Expected for the remainder of fiscal year 2017

   $ 4,553   

Expected for fiscal year 2018

     8,005   

Expected for fiscal year 2019

     5,493   

Expected for fiscal year 2020

     4,460   

Expected for fiscal year 2021

     3,040   

Thereafter

     3,191   
  

 

 

 
   $ 28,742   
  

 

 

 

Interest income

The $0.7 million decrease in interest income in the six months ended September 30, 2016 compared to the prior year period was primarily due to the decrease in the amount of payments under the Settlement Agreement recognized as interest income in both periods.

Interest expense

The $3.8 million decrease in interest expense in the six months ended September 30, 2016 compared to the prior year period was primarily due to an increase of $8.6 million in the amount of interest capitalized during the first six months of fiscal year 2017 compared to the same period last fiscal year. This decrease was partially offset by increased interest expense due to the overall higher amount of outstanding borrowings during the six months ended September 30, 2016 compared to the prior year period. Capitalized interest expense during the six months ended September 30, 2016 and 2015 related to the construction of ViaSat-2 and other assets and in the current year period also included interest expense related to the construction of our ViaSat-3 class satellites.

Provision for income taxes

For the six months ended September 30, 2016 and 2015, we recorded an income tax provision of $4.4 million and $3.8 million, respectively. The income tax provision for the periods differed from the amounts which would have been recorded using the U.S. statutory rate due primarily to the benefit of research and development tax credits. Ordinarily, the effective tax rate at the end of an interim period is calculated using an estimate of the annual effective tax rate expected to be applicable for the full fiscal year. However, when a reliable estimate cannot be made, we compute our provision for income taxes using the actual effective tax rate (discrete method) for the year-to-date period. For the six months ended September 30, 2016, we used the actual effective year-to-date tax rate in calculating the income tax provision for the period as a reliable estimate of the annual effective tax rate could not be made.

Segment Results for the Six Months Ended September 30, 2016 vs. Six Months Ended September 30, 2015

Satellite services segment

Revenues

 

       Six Months Ended      Dollar
Increase
(Decrease)
     Percentage
Increase
(Decrease)
 

(In millions, except percentages)

   September 30,
2016
     September 30,
2015
       

Segment product revenues

   $ 13.5       $ 12.7       $ 0.8         6.4

Segment service revenues

     295.2         259.9         35.3         13.6
  

 

 

    

 

 

    

 

 

    

Total segment revenues

   $ 308.7       $ 272.6       $ 36.1         13.2

 

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Table of Contents

Our satellite services segment revenues grew by $36.1 million primarily as a result of a $35.3 million increase in service revenues. The increase in service revenues was primarily driven by higher average revenue per Exede broadband internet subscriber, as well as the expansion of our in-flight broadband services compared to the prior year period. 533 commercial aircraft were in service as of September 30, 2016 compared to 419 commercial aircraft in service as of September 30, 2015. Total subscribers of our broadband internet services were relatively flat year over year, with approximately 686,000 subscribers at September 30, 2016 compared to 687,000 subscribers at September 30, 2015.

Segment operating profit

 

       Six Months Ended     Dollar
Increase
(Decrease)
     Percentage
Increase
(Decrease)
 

(In millions, except percentages)

   September 30,
2016
    September 30,
2015
      

Segment operating profit

   $ 63.4      $ 38.1      $ 25.3         66.5

Percentage of segment revenues

     20.5     14.0     

The increase in our satellite services segment operating profit was driven primarily by higher earnings contributions of $27.2 million primarily due to the increase in service revenues. The higher average revenue per Exede broadband internet subscriber in the current year period was primarily driven by higher value service plan offerings compared to the prior year period, and resulted in increased service revenues and improved margins. We also experienced positive contributions from our in-flight broadband services in the current year period.

Commercial networks segment

Revenues

 

       Six Months Ended      Dollar
Increase
(Decrease)
     Percentage
Increase
(Decrease)
 

(In millions, except percentages)

   September 30,
2016
     September 30,
2015
       

Segment product revenues

   $ 117.0       $ 123.5       $ (6.5      (5.2 )% 

Segment service revenues

     14.0         9.6         4.3         45.1
  

 

 

    

 

 

    

 

 

    

Total segment revenues

   $ 131.0       $ 133.1       $ (2.1      (1.6 )% 

Our commercial networks segment revenues decreased by $2.1 million, due to a $6.5 million decrease in product revenues offset by a $4.3 million increase in service revenues. The product revenue decrease was comprised mainly of decreases of $13.4 million in mobile broadband satellite communication systems and $4.5 million in antenna systems products, partially offset by an increase of $10.5 million related to fixed satellite networks (reflecting broadband terminal orders under our large-scale Australian Ka-band infrastructure project, partially offset by decreased revenues reflecting the nearing of completion of the Australian Ka-band infrastructure project and a decrease from our next-generation Ka-band system contract in Canada). The service revenue increase was primarily due to a $4.3 million increase related to fixed satellite networks support agreements.

Segment operating loss

 

       Six Months Ended     Dollar
(Increase)
Decrease
     Percentage
(Increase)
Decrease
 

(In millions, except percentages)

   September 30,
2016
    September 30,
2015
      

Segment operating loss

   $ (79.4   $ (41.0   $ (38.4      (93.5 )% 

Percentage of segment revenues

     (60.6 )%      (30.8 )%      

The $38.4 million increase in our commercial networks segment operating loss was driven primarily by a $21.5 million increase in IR&D expenses (primarily related to research increases in next-generation satellite payload technologies for our ViaSat-3 class satellites and mobile broadband satellite communication systems) and lower earnings contributions of $12.0 million primarily due to lower revenues and lower margins in our mobile broadband satellite communication systems. Additionally, support costs increased $4.7 million compared to the prior year period.

 

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Government systems segment

Revenues

 

       Six Months Ended      Dollar
Increase
(Decrease)
     Percentage
Increase
(Decrease)
 

(In millions, except percentages)

   September 30,
2016
     September 30,
2015
       

Segment product revenues

   $ 217.4       $ 195.9       $ 21.5         11.0

Segment service revenues

     105.2         96.1         9.1         9.4
  

 

 

    

 

 

    

 

 

    

Total segment revenues

   $ 322.6       $ 292.0       $ 30.6         10.5

Our government systems segment revenues increased by $30.6 million due to a $21.5 million increase in product revenues and a $9.1 million increase in service revenues. The product revenue increase was primarily due to a $14.2 million increase in cybersecurity and information assurance products and an $8.1 million increase in tactical data link products. Of the service revenues increase, $6.9 million related to our network management services for Wi-Fi and other internet access networks and $2.0 million related to government satellite communication systems services.

Segment operating profit

 

       Six Months Ended     Dollar
Increase
(Decrease)
     Percentage
Increase
(Decrease)
 

(In millions, except percentages)

   September 30,
2016
    September 30,
2015
      

Segment operating profit

   $ 47.0      $ 35.6      $ 11.4         31.9

Percentage of segment revenues

     14.6     12.2     

The $11.4 million increase in our government systems segment operating profit reflected higher earnings contributions of $14.3 million primarily due to higher revenues and improved margins in our cybersecurity and information assurance products and tactical data link products. This operating profit increase was partially offset by higher overall SG&A costs of $5.5 million.

Backlog

As reflected in the table below, our overall firm and funded backlog increased during the first six months of fiscal year 2017. The increases in firm and funded backlog were attributable to increases in our government systems segment.

 

     As of
September 30, 2016
     As of
March 31, 2016
 
     (In millions)  

Firm backlog

     

Satellite services segment

   $ 136.9       $ 169.6   

Commercial networks segment

     284.5         286.7   

Government systems segment

     670.0         485.6   
  

 

 

    

 

 

 

Total

   $ 1,091.4       $ 941.9   
  

 

 

    

 

 

 

Funded backlog

     

Satellite services segment

   $ 136.9       $ 169.6   

Commercial networks segment

     284.5         286.7   

Government systems segment

     520.4         422.8   
  

 

 

    

 

 

 

Total

   $ 941.8       $ 879.1   
  

 

 

    

 

 

 

The firm backlog does not include contract options. Of the $1,091.4 million in firm backlog, $341.7 million is expected to be delivered during the remaining six months of fiscal year 2017, and the balance is expected to be delivered in fiscal year 2018 and thereafter. We include in our backlog only those orders for which we have accepted purchase orders. Backlog does not include contracts with our Exede broadband internet subscribers in our satellite services segment, nor does it include anticipated equipment purchase orders or future recurring Wi-Fi service revenues under commercial in-flight Wi-Fi agreements recorded in our commercial networks and satellite services segments, respectively.

Our total new awards were approximately $586.1 million and $922.4 million for the three and six months ended September 30, 2016, respectively, compared to $386.2 million and $691.7 million for the three and six months ended September 30, 2015, respectively.

 

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Backlog is not necessarily indicative of future sales. A majority of our contracts can be terminated at the convenience of the customer. Orders are often made substantially in advance of delivery, and our contracts typically provide that orders may be terminated with limited or no penalties. In addition, purchase orders may present product specifications that would require us to complete additional product development. A failure to develop products meeting such specifications could lead to a termination of the related contract.

Firm backlog amounts are comprised of funded and unfunded components. Funded backlog represents the sum of contract amounts for which funds have been specifically obligated by customers to contracts. Unfunded backlog represents future amounts that customers may obligate over the specified contract performance periods. Our customers allocate funds for expenditures on long-term contracts on a periodic basis. Our ability to realize revenues from contracts in backlog is dependent upon adequate funding for such contracts. Although we do not control the funding of our contracts, our experience indicates that actual contract funding has ultimately been approximately equal to the aggregate amounts of the contracts.

Liquidity and Capital Resources

Overview

We have financed our operations to date primarily with cash flows from operations, bank line of credit financing, debt financing, export credit agency financing and equity financing. At September 30, 2016, we had $51.3 million in cash and cash equivalents, $244.5 million in working capital, $225.0 million in principal amount of outstanding borrowings under our revolving credit facility (the Revolving Credit Facility) and $264.4 million in principal amount of outstanding borrowings under our direct loan facility with the Export-Import Bank of the United States for ViaSat-2 (the Ex-Im Credit Facility and, together with the Revolving Credit Facility, the Credit Facilities), and we had accrued a further $28.4 million in completion exposure fees expected to be financed under the Ex-Im Credit Facility. At March 31, 2016, we had $42.1 million in cash and cash equivalents, $241.6 million in working capital, $180.0 million in principal amount of outstanding borrowings under our Revolving Credit Facility and $197.2 million in principal amount of outstanding borrowings under our Ex-Im Credit Facility, and we had accrued a further $21.0 million in completion exposure fees expected to be financed under the Ex-Im Credit Facility. We invest our cash in excess of current operating requirements in short-term, interest-bearing, investment-grade securities.

Our future capital requirements will depend upon many factors, including the timing and amount of cash required for our satellite projects and any future broadband satellite projects we may engage in, our proposed Eutelsat strategic partnering arrangements, expansion of our research and development and marketing efforts, and the nature and timing of orders. Additionally, we will continue to evaluate possible acquisitions of, or investments in complementary businesses, products and technologies which may require the use of cash or additional financing.

The general cash needs of our satellite services, commercial networks and government systems segments can vary significantly. The cash needs of our satellite services segment tend to be driven by the timing and amount of capital expenditures (e.g., payments under satellite construction and launch contracts), investments in joint ventures and strategic partnering arrangements (such as our Eutelsat strategic partnering arrangements) and network expansion activities, as well as the quality of customer, type of contract and payment terms. For example, at the closing of the transactions under the Framework Agreement (which is expected to occur in fiscal year 2017), we are required to purchase 49% of the issued shares of Eutelsat’s subsidiary for €132.5 million. In our commercial networks segment, cash needs tend to be driven primarily by the type and mix of contracts in backlog, the nature and quality of customers, the timing and amount of investments in IR&D activities (including with respect to next-generation satellite payload technologies) and the payment terms of customers (including whether advance payments are made or customer financing is required). In our government systems segment, the primary factors determining cash needs tend to be the type and mix of contracts in backlog (e.g., product or service, development or production) and timing of payments (including restrictions on the timing of cash payments under U.S. government procurement regulations). Other factors affecting the cash needs of our commercial networks and government systems segments include contract duration and program performance. For example, if a program is performing well and meeting its contractual requirements, then its cash flow requirements are usually lower.

To further enhance our liquidity position or to finance the construction and launch of any future satellites, acquisitions, strategic partnering arrangements (such as the arrangements contemplated by the Framework Agreement with Eutelsat), joint ventures or other business investment initiatives, we may obtain additional financing, which could consist of debt, convertible debt or equity financing from public and/or private credit and capital markets. In February 2016, we filed a universal shelf registration statement with the SEC for the future sale of an unlimited amount of common stock, preferred stock, debt securities, depositary shares, warrants and rights. The securities may be offered from time to time, separately or together, directly by us, by selling security holders, or through underwriters, dealers or agents at amounts, prices, interest rates and other terms to be determined at the time of the offering. We believe that our current cash balances and net cash expected to be provided by operating activities along with availability under our Credit Facilities will be sufficient to meet our anticipated operating requirements for at least the next twelve months.

 

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Cash flows

Cash provided by operating activities for the first six months of fiscal year 2017 was $191.6 million compared to $107.5 million in the prior year period. This $84.1 million increase was primarily driven by a $71.4 million year-over-year decrease in cash used to fund net operating assets needs, coupled with our operating results (net income adjusted for depreciation, amortization and other non-cash charges) which generated $12.7 million of higher cash inflows year-over-year. The decrease in cash used to fund net operating assets during the first six months of fiscal year 2017 when compared to the prior year period was primarily due to lower combined billed and unbilled accounts receivable, net, attributable to the timing of contractual milestones for certain larger development programs primarily in our commercial networks segment, as well as an increase in our collections in excess of revenues and deferred revenues included in accrued liabilities due to the timing of milestone billings for certain larger development projects in our commercial networks and government systems segments.

Cash used in investing activities for the first six months of fiscal year 2017 was $299.1 million compared to $173.6 million in the prior year period. The increase in cash used in investing activities year-over-year reflects increases of $74.0 million in cash used for satellite construction, $39.1 million in capital expenditures used for property and other general purpose equipment, $9.4 million for the construction of earth stations and network operation systems related to ViaSat-2 and $6.0 million in cash used for capital software development.

Cash provided by financing activities for the first six months of fiscal year 2017 was $116.9 million compared to $60.2 million for the prior year period. This $56.6 million increase in cash provided by financing activities year-over-year was primarily related to $45.0 million in net proceeds from borrowings under our Revolving Credit Facility during the first six months of fiscal year 2017 compared to $45.0 million in net payments on borrowings in the prior year period. This increase was partially offset by a $29.6 million decrease in net proceeds from borrowings under our Ex-Im Credit Facility during the first six months of fiscal year 2017 compared to the prior year period. Cash provided by financing activities for both periods included cash received from stock option exercises and employee stock purchase plan purchases, and cash used for the repurchase of common stock related to net share settlement of certain employee tax liabilities in connection with the vesting of restricted stock unit awards.

Satellite-related activities

In May 2013, we entered into an agreement to purchase ViaSat-2, our second high-capacity Ka-band satellite, from The Boeing Company (Boeing) at a price of approximately $358.0 million, plus an additional amount for launch support services to be performed by Boeing. The projected total cost of the ViaSat-2 project, including the satellite, launch, insurance and related earth station infrastructure, through satellite launch is estimated to be between $580.0 million and $620.0 million, and will depend on the timing of the earth station infrastructure roll-out. Our total required cash funding may be reduced through various third-party agreements, including potential joint service offerings and other strategic partnering arrangements. We believe we have adequate sources of funding for the ViaSat-2 project, which include our cash on hand, available borrowing capacity under our Credit Facilities and the cash we expect to generate from operations over the next few years.

In July 2016, we entered into two separate agreements with Boeing for the construction and purchase of two ViaSat-3 class satellites (our third-generation high-capacity Ka-band satellite design) and the integration of ViaSat’s payload technologies into the satellites at a price of approximately $368.3 million in the aggregate (subject to purchase price adjustments based on factors such as launch delay and early delivery), plus an additional amount for launch support services to be performed by Boeing. In addition, under one of these agreements, we have the option to order up to two additional ViaSat-3 class satellites. These agreements supersede the prior limited authorization to proceed, which was entered into during the fourth quarter of fiscal year 2016. The first ViaSat-3 class satellite is expected to provide broadband services over the Americas, and the second is expected to provide broadband services over Europe, Middle East and Africa. The projected aggregate total project cost for the two ViaSat-3 class satellites, including the satellites, launches, insurance and related earth station infrastructure, through satellite launch is estimated to total approximately $1.3 billion, and will depend on the timing of the earth station infrastructure roll-out of each satellite. This projected total project cost represents a project cost per ViaSat-3 class satellite that is similar to the ViaSat-2 projected total project cost. Our total cash funding may be reduced through various third-party agreements, including potential joint service offerings and other strategic partnering arrangements. We believe we have adequate sources of funding for the ViaSat-3 class satellites, which include our cash on hand, available borrowing capacity and the cash we expect to generate from operations over the next few years. In addition, our IR&D investments in our ViaSat-3 class satellites and related ground infrastructure are expected to continue to negatively impact our financial results in our commercial networks segment.

We believe the launch and roll-out of our ViaSat-2 and ViaSat-3 class satellites and related ground infrastructure will impact our financial results in our satellite services segment in future periods, although we expect the relative impact to be less than we experienced in relation to the launch and roll-out of our ViaSat-1 satellite and related ground infrastructure. During the period from

late fiscal year 2012 until early fiscal year 2015, we incurred higher operating costs in connection with the launch and roll-out of our ViaSat-1 satellite, related ground infrastructure and Exede broadband services, as well as higher interest expense as we capitalized a lower amount of the interest expense on our outstanding debt. These higher operating costs included costs associated with depreciation, earth station connectivity, subscriber acquisition costs, logistics, customer care and various support systems. These operating costs negatively impacted income from operations during that period.

 

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Revolving Credit Facility

As of September 30, 2016, the Revolving Credit Facility provided an $800.0 million revolving line of credit (including up to $150.0 million of letters of credit) with a maturity date of May 24, 2021 (or March 16, 2020, if more than $200.0 million of our 2020 Notes are then outstanding and certain conditions are met).

Borrowings under the Revolving Credit Facility bear interest, at our option, at either (1) the highest of the Federal Funds rate plus 0.50%, the Eurodollar rate plus 1.00%, or the administrative agent’s prime rate as announced from time to time, or (2) the Eurodollar rate, plus, in the case of each of (1) and (2), an applicable margin that is based on our total leverage ratio. At September 30, 2016, the weighted average effective interest rate on our outstanding borrowings under the Revolving Credit Facility was 2.78%. The Revolving Credit Facility is required to be guaranteed by certain significant domestic subsidiaries of ViaSat (as defined in the Revolving Credit Facility) and secured by substantially all of our assets. As of September 30, 2016, none of our subsidiaries guaranteed the Revolving Credit Facility.

The Revolving Credit Facility contains financial covenants regarding a maximum total leverage ratio and a minimum interest coverage ratio. In addition, the Revolving Credit Facility contains covenants that restrict, among other things, our ability to sell assets, make investments and acquisitions, make capital expenditures, grant liens, pay dividends and make certain other restricted payments.

At September 30, 2016, we had $225.0 million in principal amount of outstanding borrowings under the Revolving Credit Facility and $42.9 million outstanding under standby letters of credit, leaving borrowing availability under the Revolving Credit Facility as of September 30, 2016 of $532.1 million.

Ex-Im Credit Facility

As of September 30, 2016, the Ex-Im Credit Facility provided a $386.7 million senior secured direct loan facility, $343.1 million of which can be used to finance up to 85% of the costs of construction, launch and insurance of the ViaSat-2 satellite and related goods and services (including costs incurred on or after September 18, 2012), with the remainder used to finance the total exposure fees incurred under the Ex-Im Credit Facility of up to $43.6 million (depending on the total amount of financing borrowed under the Ex-Im Credit Facility).

Borrowings under the Ex-Im Credit Facility bear interest at a fixed rate of 2.38% and are required to be repaid in 16 approximately equal semi-annual installments, commencing approximately six months after the in-orbit acceptance date of the ViaSat-2 satellite (or, if earlier, on April 15, 2018), with a maturity date of October 15, 2025. Exposure fees of $6.0 million were incurred in connection with our initial borrowing under the Ex-Im Credit Facility, with the remaining exposure fees payable by the in-orbit acceptance date for ViaSat-2. Exposure fees under the Ex-Im Credit Facility are amortized using the effective interest rate method. The effective interest rate on our outstanding borrowings under the Ex-Im Credit Facility, which takes into account estimated timing and amount of borrowings, exposure fees, debt issuance costs and other fees, was estimated to be between 4.5% and 4.6% as of September 30, 2016. The Ex-Im Credit Facility is guaranteed by ViaSat and is secured by first-priority liens on the ViaSat-2 satellite and related assets as well as a pledge of the capital stock of the borrower under the facility.

The Ex-Im Credit Facility contains financial covenants regarding ViaSat’s maximum total leverage ratio and minimum interest coverage ratio. In addition, the Ex-Im Credit Facility contains covenants that restrict, among other things, our ability to sell assets, make investments and acquisitions, make capital expenditures, grant liens, pay dividends and make certain other restricted payments, which on October 11, 2016 were amended to bring them into closer alignment with the covenants under our amended Revolving Credit Facility.

At September 30, 2016, we had $264.4 million in principal amount of outstanding borrowings under the Ex-Im Credit Facility and had accrued $28.4 million in completion exposure fees expected to be financed under the Ex-Im Credit Facility. As of September 30, 2016, the undrawn commitment under the Ex-Im Credit Facility was $93.9 million (excluding $28.4 million of accrued completion exposure fees), of which $84.6 million was available to finance ViaSat-2 related costs once incurred. The Ex-Im Credit Facility, however, provides that the maximum amount that may be borrowed to finance payments under the ViaSat-2 satellite construction contract prior to the date that the satellite is shipped to the launch site may not exceed $266.2 million, which initial pre-shipping borrowing level is anticipated to be reached during November 2016. Borrowings under the Ex-Im Credit Facility were issued with a discount of $35.5 million (comprising the initial $6.0 million exposure fee, the completion exposure fees accrued as of September 30, 2016 and other customary fees). The borrowings under the Ex-Im Credit Facility are recorded as long-term debt, net of unamortized discount and debt issuance costs, in our condensed consolidated financial statements. The discount and deferred financing cost associated with the issuance of the borrowings under the Ex-Im Credit Facility are amortized to interest expense on an effective interest rate basis over the term of the borrowings under the Ex-Im Credit Facility.

 

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Senior Notes due 2020

In February 2012, we issued $275.0 million in principal amount of 2020 Notes in a private placement to institutional buyers, which were exchanged in August 2012 for substantially identical 2020 Notes that had been registered with the SEC. These initial 2020 Notes were issued at face value and are recorded as long-term debt in our condensed consolidated financial statements. In October 2012, we issued an additional $300.0 million in principal amount of 2020 Notes in a private placement to institutional buyers at an issue price of 103.50% of the principal amount, which were exchanged in January 2013 for substantially identical 2020 Notes that had been registered with the SEC. The 2020 Notes are all treated as a single class. The 2020 Notes bear interest at the rate of 6.875% per year, payable semi-annually in cash in arrears, which interest payments commenced in June 2012. Debt issuance costs associated with the issuance of the 2020 Notes are amortized to interest expense on a straight-line basis over the term of the 2020 Notes, the results of which are not materially different from the effective interest rate basis. The $10.5 million premium we received in connection with the issuance of the additional 2020 Notes is recorded as long-term debt in our condensed consolidated financial statements and is being amortized as a reduction to interest expense on an effective interest rate basis over the term of those 2020 Notes.

The 2020 Notes are required to be guaranteed on an unsecured senior basis by each of our existing and future subsidiaries that guarantees the Revolving Credit Facility. As of September 30, 2016, none of our subsidiaries guaranteed the 2020 Notes. The 2020 Notes are our general senior unsecured obligations and rank equally in right of payment with all of our existing and future unsecured unsubordinated debt. The 2020 Notes are effectively junior in right of payment to our existing and future secured debt, including under the Credit Facilities (to the extent of the value of the assets securing such debt), are structurally subordinated to all existing and future liabilities (including trade payables) of our subsidiaries that do not guarantee the 2020 Notes, and are senior in right of payment to all of our existing and future subordinated indebtedness.

The indenture governing the 2020 Notes limits, among other things, our and our restricted subsidiaries’ ability to: incur, assume or guarantee additional debt; issue redeemable stock and preferred stock; pay dividends, make distributions or redeem or repurchase capital stock; prepay, redeem or repurchase subordinated debt; make loans and investments; grant or incur liens; restrict dividends, loans or asset transfers from restricted subsidiaries; sell or otherwise dispose of assets; enter into transactions with affiliates; reduce our satellite insurance; and consolidate or merge with, or sell substantially all of their assets to, another person.

The 2020 Notes may be redeemed, in whole or in part, at any time during the twelve months beginning on June 15, 2016 at a redemption price of 103.438%, during the twelve months beginning on June 15, 2017 at a redemption price of 101.719%, and at any time on or after June 15, 2018 at a redemption price of 100%, in each case plus accrued and unpaid interest, if any, thereon to the redemption date.

In the event a change of control occurs (as defined in the indenture), each holder will have the right to require us to repurchase all or any part of such holder’s 2020 Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the 2020 Notes repurchased plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Contractual Obligations

The following table sets forth a summary of our obligations at September 30, 2016:

 

              For the
Remainder of
Fiscal Year
     For the Fiscal Years Ending  

(In thousands, including interest where applicable)

   Total      2017      2018-2019      2020-2021      Thereafter  

Operating leases and satellite capacity agreements

   $ 311,732       $ 35,419       $ 97,696       $ 65,654       $ 112,963   

2020 Notes

     733,125         19,766         79,063         634,296         —    

Revolving Credit Facility(1)

     247,024         3,174         12,729         231,121         —    

Ex-Im Credit Facility(2)

     331,827         3,016         49,753         84,095         194,963   

Satellite performance incentives

     31,164         1,260         4,723         5,384         19,797   

Purchase commitments including satellite-related agreements

     1,034,896         354,771         442,434         198,759         38,932   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 2,689,768       $ 417,406       $ 686,398       $ 1,219,309       $ 366,655   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) To the extent that the interest rate is variable and ultimate amounts borrowed under the Revolving Credit Facility may fluctuate, amounts reflected represent estimated interest payments on our current outstanding balances based on the weighted average effective interest rate at September 30, 2016 until the maturity date in May 2021 (or March 2020, if more than $200.0 million of our 2020 Notes are then outstanding and certain conditions are met), which for the purpose of the contractual obligation table is assumed to be the earlier date, March 2020.

 

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(2) To the extent that the ultimate amounts borrowed under the Ex-Im Credit Facility may fluctuate, amounts reflected represent estimated interest and principal payments on our current outstanding balance until the maturity date in October 2025. The amounts listed in the table above exclude the completion exposure fee that will be payable under the Ex-Im Credit Agreement by the in-orbit acceptance date for ViaSat-2, the amount of which will be based on the total amount of financing borrowed under the Ex-Im Credit Facility; see “Liquidity and Capital Resources — Ex-Im Credit Facility.” As of September 30, 2016, we had accrued $28.4 million in completion exposure fees expected to be financed under the Ex-Im Credit Facility.

We purchase components from a variety of suppliers and use several subcontractors and contract manufacturers to provide design and manufacturing services for our products. During the normal course of business, we enter into agreements with subcontractors, contract manufacturers and suppliers that either allow them to procure inventory based upon criteria defined by us or that establish the parameters defining our requirements. We also enter into agreements and purchase commitments with suppliers for the construction, launch, and operation of our satellites. In certain instances, these agreements allow us the option to cancel, reschedule and adjust our requirements based on our business needs prior to firm orders being placed. Consequently, only a portion of our reported purchase commitments arising from these agreements are firm, non-cancelable and unconditional commitments.

Our condensed consolidated balance sheets included $38.6 million and $37.4 million of “other liabilities” as of September 30, 2016 and March 31, 2016, respectively, which primarily consisted of the long-term portion of our satellite performance incentives obligation, our long-term warranty obligations, the long-term portion of deferred rent and long-term portion of deferred revenue. With the exception of the long-term portion of our satellite performance incentives obligation, these remaining liabilities have been excluded from the above table as the timing and/or the amount of any cash payment is uncertain. See Note 9 to our condensed consolidated financial statements for additional information regarding our income taxes and related tax positions and Note 7 to our condensed consolidated financial statements for a discussion of our product warranties.

Off-Balance Sheet Arrangements

We had no material off-balance sheet arrangements at September 30, 2016 as defined in Regulation S-K Item 303(a)(4) other than as discussed under Contractual Obligations above or disclosed in the notes to our consolidated financial statements included in this report or in our Annual Report on Form 10-K for the year ended March 31, 2016.

Recent Authoritative Guidance

For information regarding recently adopted and issued accounting pronouncements, see Note 1 to the condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest rate risk

Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, short-term and long-term obligations, including the Credit Facilities and the 2020 Notes, and foreign currency forward contracts. We consider investments in highly liquid instruments purchased with a remaining maturity of three months or less at the date of purchase to be cash equivalents. As of September 30, 2016, we had $225.0 million in principal amount of outstanding borrowings under our Revolving Credit Facility, $264.4 million in principal amount of outstanding borrowings under our Ex-Im Credit Facility, as well as $28.4 million in accrued completion exposure fees expected to be financed under the Ex-Im Credit Facility, and $575.0 million in aggregate principal amount outstanding of the 2020 Notes, and we held no short-term investments. Our 2020 Notes and borrowings under our Ex-Im Credit Facility bear interest at a fixed rate and therefore our exposure to market risk for changes in interest rates relates primarily to borrowings under our Revolving Credit Facility, cash equivalents, short-term investments and short-term obligations.

 

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The primary objective of our investment activities is to preserve principal while at the same time maximizing the income we receive from our investments without significantly increasing risk. To minimize this risk, we maintain a significant portion of our cash balance in money market funds. In general, money market funds are not subject to interest rate risk because the interest paid on such funds fluctuates with the prevailing interest rate. Our cash and cash equivalents earn interest at variable rates. Our interest income has been and may continue to be negatively impacted by low market interest rates. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. If the underlying weighted average interest rate on our cash and cash equivalents, assuming balances remain constant over a year, changed by 50 basis points, interest income would have increased or decreased by less than $0.1 million for the three months ended September 30, 2016 and 2015. Because our investment policy restricts us to invest in conservative, interest-bearing investments and because our business strategy does not rely on generating material returns from our investment portfolio, we do not expect our market risk exposure on our investment portfolio to be material.

As of September 30, 2016, we had $225.0 million in principal amount of outstanding borrowings under our Revolving Credit Facility. Our primary interest rate under the Revolving Credit Facility is the Eurodollar rate plus an applicable margin that is based on our total leverage ratio. At September 30, 2016, the weighted average effective interest rate on our outstanding borrowings under the Revolving Credit Facility was 2.78%. Assuming the outstanding balance remained constant over a year, a 50 basis point increase in the interest rate would increase interest incurred, prior to effects of capitalized interest, by $1.1 million over a twelve-month period.

Foreign exchange risk

We generally conduct our business in U.S. dollars. However, as our international business is conducted in a variety of foreign currencies, we are exposed to fluctuations in foreign currency exchange rates. Our objective in managing our exposure to foreign currency risk is to reduce earnings and cash flow volatility associated with foreign exchange rate fluctuations. Accordingly, from time to time, we may enter into foreign currency forward contracts to mitigate risks associated with foreign currency denominated assets, liabilities, commitments and anticipated foreign currency transactions.

As of September 30, 2016, we had a number of foreign currency forward contracts outstanding which are intended to reduce the foreign currency risk for amounts payable to vendors in Euros. The foreign currency forward contracts with a notional amount of $3.8 million had an insignificant amount of fair value recorded in other current assets as of September 30, 2016. If the foreign currency forward rate for the Euro to the U.S. dollar on these foreign currency forward contracts had changed by 10%, the fair value of these foreign currency forward contracts as of September 30, 2016 would have changed by approximately $0.4 million.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance of achieving the objective that information in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified and pursuant to the requirements of the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), we carried out an evaluation, with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of September 30, 2016, the end of the period covered by this report. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2016.

During the period covered by this report, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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Table of Contents

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are involved in a variety of claims, suits, investigations and proceedings arising in the ordinary course of business, including government investigations and claims, and other claims and proceedings with respect to intellectual property, breach of contract, labor and employment, tax and other matters. Such matters could result in fines; penalties, compensatory, treble or other damages; or non-monetary relief. A violation of government contract laws and regulations could also result in the termination of our government contracts or debarment from bidding on future government contracts. Although claims, suits, investigations and proceedings are inherently uncertain and their results cannot be predicted with certainty, we believe that the resolution of our current pending matters will not have a material adverse effect on our business, financial condition, results of operations or liquidity. Regardless of the outcome, litigation can have an adverse impact on us because of defense costs, diversion of management resources and other factors. In addition, it is possible that an unfavorable resolution of one or more such proceedings could in the future materially and adversely affect our business, financial condition, results of operations or liquidity in a particular period. For further information on the risks we face from existing and future claims, suits, investigations and proceedings, see “Risk Factors” in Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended March 31, 2016.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2016, which factors could materially affect our business, financial condition, liquidity or future results. The risks described in our reports on Forms 10-K and 10-Q are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, liquidity or future results.

Item 6. Exhibits

The Exhibit Index on page 49 is incorporated herein by reference as the list of exhibits required as part of this report.

 

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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, thereunto duly authorized.

 

  VIASAT, INC.
November 8, 2016  

/s/ M ARK D ANKBERG

  Mark Dankberg
 

Chairman of the Board and Chief Executive Officer

(Principal Executive Officer)

 

/s/ S HAWN D UFFY

  Shawn Duffy
  Senior Vice President and Chief Financial Officer
  (Principal Financial Officer)

 

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Table of Contents

EXHIBIT INDEX

 

Exhibit

Number

               Incorporated by Reference      Filed
Herewith
 
  

Exhibit Description

   Form      File No.      Exhibit      Filing Date     
10.1*    Form of Restricted Stock Unit Award Agreement for the 1996 Equity Participation Plan of ViaSat, Inc. - Global                  X   
10.2    Third Amendment Agreement, dated as of October 11, 2016, by and among ViaSat Technologies Limited, ViaSat, Inc., JPMorgan Chase Bank, National Association (as Ex-Im Facility Agent) and the Export-Import Bank of the United States      8-K         000-21767         10.1         10/12/2016      
31.1    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                  X   
31.2    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                  X   
32.1    Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                  X   
101.INS    XBRL Instance Document                  X   
101.SCH    XBRL Taxonomy Extension Schema                  X   
101.CAL    XBRL Taxonomy Extension Calculation Linkbase                  X   
101.DEF    XBRL Taxonomy Extension Definition Linkbase                  X   
101.LAB    XBRL Taxonomy Extension Labels Linkbase                  X   
101.PRE    XBRL Taxonomy Extension Presentation Linkbase                  X   

 

* Indicates management contract, compensatory plan or arrangement.

 

49

Exhibit 10.1

 

VIASAT, INC.

1996 EQUITY PARTICIPATION PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

(GLOBAL VERSION)

 

 

Grant:          Restricted Stock Units (“RSUs”)

   Name:  

 

Grant Date:

 

 

    

 

 

 

  

 

 

 

 

ELECTRONIC ACCEPTANCE OF RSU AWARD:

 

By clicking on the “ ACCEPT ” box on the “ Grant Acceptance: View/Accept Grant ” Page, you agree to be bound by the terms and conditions of this Restricted Stock Unit Award Agreement, including any applicable country-specific terms in the appendix hereto, (together, the “Agreement”) and the 1996 Equity Participation Plan of ViaSat, Inc. (as amended from time to time, the “Plan”). You acknowledge that you have reviewed and fully understand all of the provisions of this Agreement and the Plan, and have had the opportunity to obtain advice of counsel prior to accepting the grant of RSUs pursuant to this Agreement. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Compensation and Human Resources Committee of the Board (the “Committee”) upon any questions relating to this Agreement and the Plan.

 

 

 

  

 

 


TERMS AND CONDITIONS OF RSU AWARD:

1.            Grant .  Effective on the Grant Date, you have been granted the number of shares indicated above of RSUs providing you the right to receive Common Stock of ViaSat, Inc., a Delaware corporation (the “Company”), as the RSU vests, in accordance with the provisions of this Agreement and the provisions of the Plan.

2.            Forfeiture Upon Termination .  Until vested, the RSU shall be subject to forfeiture in the event of the termination of your employment or service (as applicable) with the Company and all of its Subsidiaries for any reason, whether such termination is occasioned by you, by the Company or any of its Subsidiaries, with or without cause or by mutual agreement (“Termination of Employment”). Termination of Employment means the Company has determined that you have stopped providing services to the Company Group (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and will not be extended by any notice period ( e.g. , active services would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your RSU grant (including whether you may still be considered to be providing services while on an approved leave of absence).

3.            Transferability .  Until vested, the RSU or any right or interest therein is not transferable except by will or the laws of descent and distribution. Until Common Stock is issued upon settlement of the RSU, you will not be deemed for any purpose to be, or have rights as, a Company shareholder by virtue of this award. You are not entitled to vote any shares of Common Stock by virtue of this award.

4.            Vesting .  The RSU will vest and no longer be subject to the restrictions of and forfeiture under this Agreement in one-fourth (1/4 th or 25%) increments on each anniversary of the Grant Date. Notwithstanding the foregoing, the RSU shall be fully vested upon your Termination of Employment by reason of death or permanent disability. “Permanent disability” means that you are unable to perform your duties by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or is expected to last for a continuous period of at least 12 months, as reasonably determined by the Committee, in its discretion.

5.            Payment After Vesting .   Within ten days following the vesting of the RSU, you will be issued shares of Common Stock equal to the number of vested shares, in settlement of the RSU (subject to the withholding requirements described in Section 6 below, as applicable).

6.            Withholding; Indemnity .

(a)        You understand that you (and not the Company) shall be responsible for any Tax Liability (as defined below) arising as a result of this Agreement or the transactions relating to the RSU. You agree to indemnify and keep indemnified the Company, any Subsidiary and your employing company (the “Employer”), if different (collectively, the “Company Group”), from and against any such Tax Liability.

(b)        The Company has the authority to deduct or withhold, or require you to remit to the Company, an amount sufficient to satisfy any Tax Liability. At any time not less than five business days before any such Tax Liability arises, you may satisfy your Tax Liability, in whole or in part, by either: (i) electing to have the Company withhold from your salary or other cash compensation payable to you or shares otherwise to be delivered upon settlement of the RSU with a Fair Market Value equal to the

 

2        


minimum amount of the tax withholding obligation, or (ii) paying the amount of the Tax Liability directly to the Company in cash.  Unless you choose to satisfy your Tax Liability in accordance with subsection (ii) above, your Tax Liability will be automatically satisfied in accordance with subsection (i) above.   The Committee or the Board will have the right to disapprove an election to pay your Tax Liability under subsection (ii) in its sole discretion.   In the event your Tax Liability will be satisfied under subsection (i) above, then the Company, upon approval of the Committee or the Board, may elect (in lieu of withholding shares) to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on your behalf (pursuant to this authorization) a whole number of shares from those shares of Common Stock issuable to you upon settlement of the RSU as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy your Tax Liability.   Your acceptance of this RSU constitutes your instruction and authorization to the Company and such brokerage firm to complete the transactions described in the previous sentence, as applicable.   Such shares will be sold on the day the Tax Liability arises or as soon thereafter as practicable. The shares may be sold as part of a block trade with other participants of the Plan in which all participants receive an average price. You will be responsible for all broker’s fees and other costs of sale, and you agree to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed your Tax Liability, the Company agrees to pay such excess in cash to you as soon as practicable. You acknowledge that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy your tax withholding obligation. The Company may refuse to issue any Common Stock in settlement of your RSU to you until your Tax Liability is satisfied. To the maximum extent permitted by law, the Company has the right to retain without notice from shares issuable under the RSU or from salary payable to you, shares or cash having a value sufficient to satisfy your tax withholding obligation.

(c)        For purposes of this Agreement, your “Tax Liability” shall mean (i) all federal, state, local and foreign withholding or other taxes applicable to your taxable income, plus (ii) if permitted under the laws of the jurisdiction in which you reside, any liability of the Company Group for income tax, withholding tax and any social security contributions, payroll tax, fringe benefit tax, payment on account obligation or other employment related taxes in any jurisdiction, in each case that may arise as a result of (w) the grant, vesting or settlement of the RSU, (x) the issuance to you of shares of Common Stock on the vesting or settlement of the RSU, (y) the disposition of any shares of Common Stock that were the subject of the RSU, or (z) any other transactions contemplated by this Agreement. To avoid negative accounting treatment, the Company may withhold for the Tax Liability by considering applicable minimum statutory withholding amounts or other applicable withholding rates.

7.            Nature of Grant .  In accepting the grant, you acknowledge, understand and agree that:

(a)        this agreement, the RSU grant and your participation in the Plan shall not create a right to employment, shall not be interpreted as forming an employment or service contract with the Company Group, and shall not interfere with the ability of the Company Group to terminate your employment or service relationship (if any);

(b)        you have no right or entitlement to be granted an award of RSU or shares of Common Stock; the grant of the RSU is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;

(c)        the RSU and the shares of Common Stock subject to the RSU are not intended to replace any pension rights or compensation;

 

3        


(d)        all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;

(e)        the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(f)        you are voluntarily participating in the Plan;

(g)        the RSU and the shares of Common Stock subject to the RSU, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(h)        the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;

(i)        unless otherwise agreed with the Company, the RSU and any shares of Common Stock acquired under the Plan, and the income and value of same, are not granted as consideration for, or in connection with, any service you may provide as a director of any Subsidiary or affiliate of the Company;

(j)        unless otherwise provided in the Plan or by the Company in its discretion, the RSU and the benefits evidenced by this Agreement do not create any entitlement to have the RSU or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Common Stock; and

(l)        the following provisions apply only if you are providing services outside the United States:

(A)        the RSU and the shares of Common Stock subject to the RSU, and the income and value of same, are not part of normal or expected compensation or salary for any purpose; and

(B)        the Company Group shall not be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSU or of any amounts due to you pursuant to the settlement of the RSU or the subsequent sale of any shares of Common Stock acquired upon settlement;

(C)        no claim or entitlement to compensation or damages shall arise from forfeiture of the RSU resulting from your Termination of Employment, and in consideration of the grant of the RSU to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company Group, waive your ability, if any, to bring any such claim, and release the Company Group from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim.

8.         Plan Governs .  This RSU award is granted under and governed by the terms and conditions of the Plan. By execution of this Agreement, you consent to the provisions of the Plan and this Agreement. Defined terms used herein shall have the meaning set forth in the Plan, unless otherwise defined herein.

 

4        


9.            Section 409A .   To the extent applicable, this Agreement and the RSUs shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. This RSU award is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder.   For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that you may be eligible to receive under this Agreement shall be treated as a separate and distinct payment.

10.                         Data Protection

(a)        You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other RSU grant materials by the Company Group for the exclusive purpose of implementing, administering and managing your participation in the Plan.

(b)        You understand that the Company Group may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.

(c)        You understand that Data will be transferred to E*TRADE Securities LLC, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Company Group, E*TRADE Securities LLC and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that if you reside outside the United States, you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data, or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing your consent is that the Company would not be able to grant you RSUs or other equity awards, or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative. This Section applies to information held, used or disclosed in any medium.

11.            Governing Law and Venue .

 

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(a)        The RSU grant and the provisions of this Agreement are governed by, and subject to, the laws of the State of California, without regard to the conflict of law provisions, as provided in the Plan.

(b)        For purposes of any action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of San Diego County, California, or the federal courts for the United States for the Southern District of California, and no other courts, where this grant is made and/or to be performed.

12.          Language .    If you have received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

13.          Electronic Delivery and Acceptance .   The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

14.          Severability .   The provisions of this Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

15.          Appendix .   Notwithstanding any provisions in this Agreement, the RSU grant shall be subject to any special terms and conditions set forth in any Appendix to this Agreement for your country. Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.

16.          Imposition of Other Requirements .   The Company reserves the right to impose other requirements on your participation in the Plan, on the RSU and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

17.          Waiver .    You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by you or any other Grantee.

18.          Insider Trading Restrictions/Market Abuse Laws .    You acknowledge that, depending on your country of residence, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell shares of Common Stock or rights to shares of Common Stock under the Plan during such times when you are considered to have “inside information” regarding the Company (as defined by the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You further acknowledge that it is your responsibility to comply with any applicable restrictions, and you are advised to speak to your personal advisor on this matter.

19.          Foreign Asset / Account Reporting Requirements .  You acknowledge that your country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect your

 

6        


ability to acquire or hold shares of Common Stock under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of shares of Common Stock) in a brokerage or bank account outside your country. You understand that you may be required to report such accounts, assets or related transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. In addition, you may be subject to tax payment and/or reporting obligations in connection with any income realized under the Plan and/or from the sale of shares of Common Stock. You acknowledge that it is your responsibility to be compliant with all such requirements, and you are advised to speak to your personal advisor on this matter.

 

7        


VIASAT, INC.

1996 EQUITY PARTICIPATION PLAN

APPENDIX TO THE

RESTRICTED STOCK UNIT AWARD AGREEMENT

(GLOBAL VERSION)

FOR GRANTEES OUTSIDE THE U.S.

Terms and Conditions

This Appendix includes additional terms and conditions that govern the RSUs granted to you under the Plan if you reside in one of the countries listed below. Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Agreement.

Notifications

This Appendix also includes information regarding exchange controls and certain other issues of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of May 2016. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information in this Appendix as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time that you vest in the RSUs.

In addition, the information contained herein is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of any particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.

Finally, if you are a citizen or resident of a country other than the one in which you are currently working, transfer employment to another country after the Grant Date, or are considered a resident of another country for tax or exchange control purposes, the information contained herein may not be applicable to you.

A USTRALIA

Notifications

Australian Offer Document .   This offer of RSUs under the Plan is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional details are set forth in the Offer Document for the offer of RSUs to Australian-resident employees, which will be provided to you with the Agreement.

Exchange Control Information .   Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. The Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, you will be required to file the report.

G ERMANY

Notifications

 

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Exchange Control Notification .  Cross-border payments in connection with the sale of securities in excess of €12,500 must be reported monthly to the German Federal Bank. You are responsible for satisfying the reporting obligation and must file the report electronically by the fifth day of the month following the month in which the payment is made. A copy of the form can be accessed via the German Federal Bank’s website at www.bundesbank.de and is available in both German and English. No report is required for payments less than €12,500.

I NDIA

Notifications

Exchange Control Information .   Indian residents must repatriate to India any proceeds from the sale of shares of Common Stock acquired under the Plan within 90 days of receipt and any cash dividends paid upon such shares of Common Stock within 180 days of receipt. If you repatriate funds pursuant to these requirements, the bank where the foreign currency is deposited will provide you with a foreign inward remittance certificate (“FIRC”). You should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation.

Foreign Asset /Account Reporting .  Indian residents are required to declare any foreign bank accounts and assets (including shares of Common Stock acquired under the Plan) on their annual tax returns. You should consult with your personal tax advisor to ensure compliance with applicable reporting obligations.

I RELAND

Terms and Conditions

Nature of Grant .  This section supplements Section 7(l)(C) of the Agreement:

By accepting the RSUs, you acknowledge, understand, and agree that the benefits received under the Plan will not be taken into account for any redundancy or unfair dismissal claim.

Notifications

Director Notification Obligation .   Directors, shadow directors and secretaries of the Company’s Irish Subsidiary or affiliate corporation whose interest in the Company represents more than 1% of the Company’s voting share capital are subject to certain notification requirements under the Irish Companies Act. Directors, shadow directors and secretaries must notify the Irish Subsidiary or affiliate corporation in writing of their interest in the Company ( e.g ., RSUs, shares of Common Stock, etc.), when he or she becomes aware of the event giving rise to the notification requirement, or when he or she becomes a director or secretary if such an interest exists at that time. This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary).

U NITED K INGDOM

Terms and Conditions

In the United Kingdom, only Employees are eligible to be granted RSUs pursuant to the following additional terms:

 

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Responsibility for Taxes .  This section supplements Section 6 of the Agreement:

You agree that if you do not pay or the Employer or the Company does not withhold from you the full amount of income tax that you owe due to the vesting of the RSUs, or the release or assignment of the RSUs for consideration, or the receipt of any other benefit in connection with the RSUs (the “Taxable Event”) within 90 days after the end of the tax year in which the Taxable Event occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), then the amount that should have been withheld shall constitute a loan owed by you to the Employer, effective as of the Due Date. You agree that the loan will bear interest at the then current rate of Her Majesty’s Revenue and Customs (“HMRC”) and will be immediately due and repayable by you, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to you by the Employer, by withholding in shares of Common Stock issued upon vesting and settlement of the RSUs or from the cash proceeds from the sale of shares or by demanding cash or a cheque from the Participant. You also authorize the Company to delay the issuance of any shares of Common Stock to you unless and until the loan is repaid in full.

Notwithstanding the foregoing, if your are a director or executive officer (as within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply. In the event that you are a director or executive officer and income tax is not collected from or paid by you by the Due Date, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and national insurance contributions may be payable. You acknowledge that the Company or the Employer may recover any such additional income tax and national insurance contributions at any time thereafter by any of the means referred to in Section 6 of the Agreement. However, you are primarily responsible for reporting and paying any income tax and national insurance contributions due on this additional benefit directly to HMRC under the self-assessment regime.

RSUs Payable in Shares .  Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, RSUs do not provide any right for you to receive a cash payment; the RSUs are payable in shares of Common Stock only.

 

10        

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark Dankberg, Chief Executive Officer of ViaSat, Inc., certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of ViaSat, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 8, 2016    

  /s/ M ARK D ANKBERG

      Mark Dankberg
      Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Shawn Duffy, Chief Financial Officer of ViaSat, Inc., certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of ViaSat, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 8, 2016    

  /s/ S HAWN D UFFY

      Shawn Duffy
      Chief Financial Officer

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of ViaSat, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(a) the accompanying quarterly report on Form 10-Q of the Company for the quarterly period ended September 30, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: November 8, 2016    

  /s/ M ARK D ANKBERG

      Mark Dankberg
      Chief Executive Officer

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of ViaSat, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(a) the accompanying quarterly report on Form 10-Q of the Company for the quarterly period ended September 30, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: November 8, 2016    

  /s/ S HAWN D UFFY

      Shawn Duffy
      Chief Financial Officer