SECURITIES AND EXCHANGE COMMISSION
to
UNDER THE SECURITIES ACT OF 1933
(Exact name of registrants as specified in their charters)
Delaware | 3663 | 33-0174996 | ||
(State or other jurisdiction of incorporation or organization) | Primary Standard Industrial Classification Code Number | (I.R.S. Employer Identification Number) |
Carlsbad, California 92009
(760) 476-2200
Agent for Service: | Copies to: | |
Keven K. Lippert | Craig M. Garner | |
ViaSat, Inc. | Latham & Watkins LLP | |
6155 El Camino Real | 12636 High Bluff Drive, Suite 400 | |
Carlsbad, California 92009 | San Diego, California 92130 | |
(760) 476-2200 | (858) 523-5400 |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Exchange Act Rule 13e-4(i) (Cross-Border Tender Offer) | o | |
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) | o |
SUBSIDIARY GUARANTORS
Primary Standard | ||||||||||||
Industrial | I.R.S. Employer | |||||||||||
Classification | Identification | |||||||||||
Name | Jurisdiction | Code Number | Number | |||||||||
ViaSat Credit Corp. | Delaware | 9995 | 27-0473757 | |||||||||
ViaSat Satellite Ventures, LLC | Delaware | 3663 | 27-0473441 | |||||||||
VSV I Holdings, LLC | Delaware | 3663 | 27-0473589 | |||||||||
VSV II Holdings, LLC | Delaware | 3663 | 27-0473631 | |||||||||
ViaSat Satellite Ventures U.S. I, LLC | Delaware | 3663 | 27-0473663 | |||||||||
ViaSat Satellite Ventures U.S. II, LLC | Delaware | 3663 | 27-0473715 | |||||||||
WildBlue Holding, Inc. | Delaware | 4899 | 26-2906517 | |||||||||
WildBlue Communications, Inc. | Delaware | 4899 | 54-1781002 | |||||||||
WB Holdings 1 LLC | Colorado | 4899 | 84-1468802 |
The information in this prospectus is not complete and may be changed. We may not exchange these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where that would not be permitted.
Securities Act of 1933, for any and all of its outstanding 8.875% Senior Notes due 2016
New York City time, on , 2010, unless extended.
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i
• | our Annual Report on Form 10-K for the fiscal year ended April 3, 2009 filed with the SEC on May 28, 2009; | ||
• | Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended April 3, 2009 filed with the SEC on July 31, 2009; | ||
• | our Quarterly Reports on Form 10-Q filed with the SEC on August 12, 2009, November 10, 2009 and February 10, 2010; | ||
• | our Current Reports on Form 8-K filed with the SEC on July 2, 2009, October 2, 2009, October 5, 2009, October 9, 2009, October 13, 2009, October 20, 2009, October 22, 2009, December 18, 2009, March 17, 2010, March 22, 2010, March 23, 2010, March 24, 2010, March 29, 2010 and April 2, 2010; and | ||
• | our Current Reports on Form 8-K/A filed with the SEC on January 7, 2010, January 27, 2010 and February 25, 2010. |
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iii
• | uncertainties associated with the performance of the WildBlue business and integration risks and costs; | ||
• | our ability to have manufactured or successfully launch our new high-capacity Ka-band spot-beam satellite (ViaSat-1), or implement the related broadband satellite services on our anticipated timeline or at all; | ||
• | continued turmoil in global financial markets and economies; | ||
• | the availability and cost of credit; | ||
• | reliance on U.S. government contracts and our reliance on a small number of contracts which account for a significant percentage of our revenues; | ||
• | our ability to successfully develop, introduce and sell new technologies, products and enhancements; | ||
• | reduced demand for products as a result of continued constraints on capital spending by customers; | ||
• | changes in relationships with, or the financial condition of, key customers or suppliers; | ||
• | reliance on a limited number of third parties to manufacture and supply our products; | ||
• | increased competition and other factors affecting the communications industry generally; | ||
• | the effect of adverse regulatory changes on our ability to sell products; and | ||
• | our ability to comply with the covenants in any credit agreement, indenture or similar instrument governing any of our existing or future indebtedness. |
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1
• | Leading Satellite and Wireless Technology Platform. We believe our ability to design and deliver cost-effective satellite and wireless communications and networking solutions, covering both the supply of advanced communications systems, ground network equipment and end-user terminals, and the provision of managed network services, enables us to provide our government and commercial customers with a diverse portfolio of leading applications and solutions. Our product and systems offerings are often linked through common underlying technologies, customer applications and market relationships. We believe that many of the market segments in which we compete have significant barriers to entry relating to the complexity of technology, the amount of required developmental funding and the importance of existing customer relationships. We believe our history of developing complex secure satellite and wireless networking and communications technologies demonstrates that we possess the expertise and credibility required to serve the evolving technology needs of our government and commercial customers. In addition, our acquisition of WildBlue provides us with significant expertise in network management and operational and business systems support for large-scale consumer deployments. | ||
• | Blue-Chip Customer Base Supporting Substantial Backlog Growth. We generated 62% of our revenues from our government systems segment and 38% of our revenues from commercial networks and satellite services segments in fiscal 2009. Our customers include the U.S. Department of Defence (DoD), civil agencies, defense contractors, allied foreign governments, satellite network integrators, large communications service providers and enterprises requiring complex communications and networking solutions. The credit strength of our key customers, including the U.S. government and leading aerospace and defense prime contractors, supports our consistent financial performance. Despite the recent economic downturn, our funded backlog has demonstrated significant growth. From fiscal 2006 through fiscal 2009, the compound annual growth rate (CAGR) of our total funded backlog was 8%, with our government systems, commercial networks and satellite services segments’ funded backlog CAGRs at 16%, 1% and 1%, respectively. The growth in our funded backlog demonstrates the continued demand for our advanced satellite and wireless communications and networking solutions. | ||
• | Strong Balance Sheet and Equity Capitalization. We are well-capitalized with shareholders’ equity as of January 1, 2010 of $643.9 million, or 61% of our total capitalization. In July 2009, we increased our existing revolving line of credit from $85.0 million to $170.0 million and extended the maturity until July 2012, in October 2009 we further increased the size of our existing revolving line of credit to $210.0 million, and in March 2010 we further increased the size of our existing revolving line of credit to $275.0 million. This increase in financial flexibility along with the significant cash flow generated from our operations provides us with the liquidity to finance our ongoing capital expenditures, as well as our investment in ViaSat-1, for at least the next twelve months. | ||
• | Experienced Management Team. Our Chief Executive Officer, Mark D. Dankberg, and our Chief Technology Officers have been with the company since its inception in 1986. Mr. Dankberg is considered to be a leading expert in the field of wireless and satellite communications. In 2008, Mr. Dankberg received the prestigious AIAA Aerospace International Communication award, which recognized him for “shepherding ViaSat into a leading satellite communications company through outstanding leadership and technical expertise.” | ||
• | Innovation of Next-Generation Satellite Technology. ViaSat-1, our high-capacity Ka-band spot-beam satellite planned for launch in early 2011, is currently under construction. At the time of launch, we believe ViaSat-1 will be the highest capacity, most cost-efficient satellite in the world. With the market demonstrating increasing demand for satellite broadband services, ViaSat-1 and our associated next-generation ground segment technology are designed to significantly expand the quality, capability and availability of high-speed broadband satellite services for consumers and enterprises. In addition, we expect that our recently acquired WildBlue business will facilitate our deployment of broadband services in the United States using ViaSat-1, as well as provide a platform for the provision of network management services to international providers of satellite broadband services. | ||
• | Innovative Product Development and Cost-Efficient Business Model. Maintaining technological competencies and innovative new product development has been one of our hallmarks and continues to be critical to our success. Our research and development efforts are supported by an employee base of over 1,000 engineers and a culture that deeply values innovation. We balance an emphasis on new product development with efficient management of our capital. For example, the majority of our research and development efforts with respect to the development of new products or applications are funded by customers. In addition, we drive capital efficiencies by outsourcing a significant portion of our manufacturing to subcontractors with whom we collaborate to ensure quality control and superior finished products. |
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• | Address Increasingly Larger Markets. We have focused on addressing larger markets since our inception. As we have grown our revenues, we are able to target larger opportunities and markets more credibly and more successfully. We consider several factors in selecting new market opportunities, including whether (1) there are meaningful entry barriers for new competitors (for example, specialized technologies or relationships), (2) the new market is the right size and consistent with our growth objectives, and (3) the customers in the market value our technology competence and focus, which makes us an attractive partner. | ||
• | Evolve into Adjacent Technologies and Markets. We anticipate continued organic growth into adjacent technologies and markets. We seek to increase our share in the market segments we address by selling existing or customized versions of technologies we developed for one customer base to a different market—for instance, to different segments of the government market or between government and commercial markets. In addition, we seek to expand the breadth of technologies and products we offer by selling new, but related, technologies and products to existing customers. | ||
• | Enhance International Growth. International revenues represented approximately 16% of our fiscal year 2009 revenue. We believe growth in international markets represents an attractive opportunity, as we believe our comprehensive offering of satellite communications products, systems and services will be attractive to government and commercial customers on an international basis. In addition, we expect that our WildBlue business will provide a platform for the provision of network management and back-office services to international providers of satellite broadband services, capitalizing on both the strength of WildBlue’s reputation in the satellite industry globally and WildBlue’s operational expertise with respect to the commercial provision of satellite broadband services. | ||
• | Pursue Growth Through Strategic Alliances and Relationships. We have regularly entered into teaming arrangements with other government contractors to more effectively capture complex government programs, and we expect to continue to actively seek strategic relationships and ventures with companies whose financial, marketing, operational or technological resources can accelerate the introduction of new technologies and the penetration of new markets. We have also engaged in strategic relationships with companies that have innovative technologies and products, highly skilled personnel, market presence, or customer relationships and distribution channels that complement our strategy. We may continue to evaluate acquisitions of, or investments in, complementary companies, businesses, products or technologies to supplement our internal growth. |
3
(1) | The following existing subsidiaries of ViaSat are guarantors of the notes: ViaSat Credit Corp., ViaSat Satellite Ventures, LLC, VSV I Holdings, LLC, VSV II Holdings, LLC, ViaSat Satellite Ventures U.S. I, LLC, ViaSat Satellite Ventures U.S. II, LLC, WildBlue Holding, Inc., WildBlue Communications, Inc. and WB Holdings 1 LLC. Each of these subsidiaries is a guarantor under the Credit Facility. | |
(2) | The non-guarantor subsidiaries collectively represented 2% of ViaSat’s total tangible assets (excluding intercompany assets) as of January 1, 2010, and 2% of ViaSat’s total consolidated revenues for the nine months ended January 1, 2010. As of January 1, 2010, our non-guarantor subsidiaries had no principal amount of indebtedness for borrowed money (excluding intercompany liabilities). ViaSat-1 Holdings, LLC, an indirect subsidiary of the company to which we may assign and transfer our contract for the construction and purchase of ViaSat-1, is not a guarantor under the Credit Facility and will not become a guarantor of the notes. |
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Old Notes | 8.875% Senior Notes due 2016. | |
New Notes | Notes of the same series, the issuance of which has been registered under the Securities Act. The terms of the new notes are substantially identical to those of the old notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the old notes do not apply to the new notes. | |
Terms of the Offer | We are offering to exchange a like amount of new notes for our old notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. In order to be exchanged, an old note must be properly tendered and accepted. All old notes that are validly tendered and not withdrawn will be exchanged. As of the date of this prospectus, there is $275.0 million aggregate principal amount of 8.875% Senior Notes due 2016 outstanding. We will issue new notes promptly after the expiration of the exchange offer. | |
Expiration Time | The exchange offer will expire at 5:00 p.m., New York City time, on, 2010, unless extended. | |
Procedures for Tendering | To tender old notes, you must complete and sign a letter of transmittal in accordance with the instructions contained in the letter and forward it by mail, facsimile or hand delivery, together with any other documents required by the letter of transmittal, to the exchange agent, either with the old notes to be tendered or in compliance with the specified procedures for guaranteed delivery of old notes. Certain brokers, dealers, commercial banks, trust companies and other nominees may also effect tenders by book-entry transfer. Holders of old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee are urged to contact such person promptly if they wish to tender old notes pursuant to the exchange offer. See “The Exchange Offer — Procedures for Tendering.” | |
Letters of transmittal and certificates representing old notes should not be sent to us. Such documents should only be sent to the exchange agent. Questions regarding how to tender old notes and requests for information should be directed to the exchange agent. See “The Exchange Offer — Exchange Agent.” |
Acceptance of Old Notes for Exchange; Issuance of New Notes | Subject to the conditions stated in “The Exchange Offer — Conditions to the Exchange Offer,” we will accept for exchange any and all old notes which are properly tendered in the exchange offer before the expiration time. The new notes will be delivered promptly after the expiration time. | |
Interest Payments on the New Notes | The new notes will bear interest from the date interest was most recently paid. If your old notes are accepted for exchange, then you will receive interest on the new notes (including any accrued but unpaid additional interest on the old notes) and not on the old notes. | |
Withdrawal Rights | You may withdraw your tender of old notes at any time before the expiration time. |
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Conditions to the Exchange Offer | The exchange offer is subject to customary conditions. We may assert or waive these conditions in our sole discretion. If we materially change the terms of the exchange offer, we will resolicit tenders of the old notes. See “The Exchange Offer — Conditions to the Exchange Offer” for more information. | |
Resales of New Notes | Based on interpretations by the staff of the SEC, as detailed in a series of no-action letters issued by the SEC to third parties, we believe that the new notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act as long as: |
• | you are acquiring the new notes in the ordinary course of your business; | ||
• | you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in a distribution of the new notes; | ||
• | you are not an “affiliate” of ours; and | ||
• | you are not a broker-dealer that acquired any of its old notes directly from us. |
If you fail to satisfy any of the foregoing conditions, you will not be permitted to tender your old notes in the exchange offer and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or other transfer of your old notes unless such sale is made pursuant to an exemption from such requirements. | ||
Each broker or dealer that receives new notes for its own account in exchange for old notes that were acquired as a result of market-making or other trading activities must acknowledge that it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any offer to resell, resale or other transfer of the new notes issued in the exchange offer, including the delivery of a prospectus that contains information with respect to any selling holder required by the Securities Act in connection with any resale of the new notes. See “The Exchange Offer — Resales of New Notes.” |
Exchange Agent | Wilmington Trust FSB is serving as the exchange agent in connection with the exchange offer. The address and telephone and facsimile numbers of the exchange agent are listed under the heading “The Exchange Offer — Exchange Agent.” | |
Use of Proceeds | We will not receive any proceeds from the issuance of new notes in the exchange offer. We will pay all expenses incident to the exchange offer. See “Use of Proceeds” and “The Exchange Offer — Fees and Expenses.” |
6
Issuer | ViaSat, Inc. | |
Securities | Up to $275.0 million aggregate principal amount of 8.875% Senior Notes due 2016. The terms of the new notes are substantially identical to those of the old notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the old notes do not apply to the new notes. | |
Maturity | September 15, 2016. | |
Interest Payment Dates | Semi-annually in cash in arrears on March 15 and September 15. | |
Optional Redemption | The new notes will be redeemable at our option, in whole or in part, at any time on or after September 15, 2012, at the redemption prices set forth in this prospectus, together with accrued and unpaid interest, if any, to the date of redemption. | |
At any time prior to September 15, 2012, we may redeem up to 35% of the aggregate original principal amount of the new notes with the proceeds of one or more equity offerings of our common shares at a redemption price of 108.875% of the principal amount of the new notes, together with accrued and unpaid interest, if any, to the date of redemption. | ||
At any time prior to September 15, 2012, we may also redeem some or all of the new notes at a price equal to 100% of the principal amount of the new notes plus accrued and unpaid interest plus a “make-whole” premium. | ||
Mandatory Offers to Purchase | The occurrence of a change of control will be a triggering event requiring us to offer to purchase from you all or a portion of your new notes at a price equal to 101% of their principal amount, together with accrued and unpaid interest, if any, to the date of purchase. | |
Certain asset dispositions will be triggering events which may require us to use the proceeds from those asset dispositions to make an offer to purchase the new notes at 100% of their principal amount, together with accrued and unpaid interest, if any, to the date of purchase if such proceeds are not otherwise used within 365 days to repay certain indebtedness (with a corresponding permanent reduction in commitment, if applicable) or to invest in capital assets related to our business or capital stock of a restricted subsidiary (as defined under the heading “Description of New Notes”). | ||
Guarantees | On the issue date, the new notes will be guaranteed on a senior unsecured basis by all of our restricted subsidiaries that guarantee our indebtedness under our Credit Facility. All future domestic restricted subsidiaries that guarantee our indebtedness under our Credit Facility will also guarantee the new notes. The guarantees will be released when the guarantees of our indebtedness under our Credit Facility are released and in certain other circumstances as described in “Description of New Notes—Subsidiary Guarantees.” | |
The guarantees will be unsecured senior indebtedness of our guarantors and will have the same ranking with respect to indebtedness of our guarantors as the new notes will have with respect to our indebtedness. Our non-guarantor subsidiaries collectively represented approximately 2% of our total tangible assets (excluding intercompany assets) as of January 1, 2010, and approximately 2% of our total consolidated revenues for the nine months ended January 1, 2010. As of January 1, 2010, our non-guarantor subsidiaries had no principal amount of indebtedness for borrowed money (excluding intercompany liabilities). |
7
ViaSat-1 Holdings, LLC, an indirect subsidiary of the company to which we may assign and transfer our contract for the construction and purchase of ViaSat-1, is not a guarantor under the Credit Facility and is not a guarantor of the notes. | ||
Ranking | The new notes will: |
• | be our general unsecured senior obligations; | ||
• | rank equally in right of payment with all of our existing and future unsecured unsubordinated debt; | ||
• | be effectively junior in right of payment to our secured debt, including under the Credit Facility, to the extent of the value of the assets securing such debt; | ||
• | be structurally subordinated to all of the existing and future liabilities (including trade payables) of each of our subsidiaries that do not guarantee the notes; and | ||
• | be senior in right of payment to all of our existing and future subordinated debt. |
Covenants | We will issue the new notes under our indenture with Wilmington Trust FSB, as trustee. The indenture, among other things, limits our ability and the ability of our restricted subsidiaries to: |
• | incur, assume or guarantee additional indebtedness; | ||
• | issue redeemable stock and preferred stock; | ||
• | pay dividends, make distributions or redeem or repurchase capital stock; | ||
• | prepay, redeem or repurchase debt that is junior in right of payment to the notes; | ||
• | make loans and investments; | ||
• | grant or incur liens; | ||
• | engage in sale/leaseback transactions; | ||
• | restrict dividends, loans or asset transfers from our subsidiaries; | ||
• | sell or otherwise dispose of assets, including capital stock of subsidiaries; | ||
• | enter into transactions with affiliates; | ||
• | reduce our satellite insurance; and | ||
• | consolidate or merge with or into, or sell substantially all of our assets to, another person. |
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These covenants are subject to a number of important exceptions and qualifications. In addition, for as long as the notes have an investment grade rating from both Standard & Poor’s Ratings Group, Inc. and Moody’s Investors Service, Inc., we will not be subject to certain of the covenants listed above. For more details, see “Description of New Notes.” | ||
Absence of Public Market | The new notes are a new issue of securities and there is currently no established trading market for the new notes. We do not intend to apply for a listing of the new notes on any securities exchange or an automated dealer quotation system. Accordingly, there can be no assurance as to the development or liquidity of any market for the new notes. The initial purchasers have advised us that they currently intend to make a market in the new notes. However, they are not obligated to do so, and any market making with respect to the new notes may be discontinued without notice. | |
Use of Proceeds | We will not receive proceeds from the issuance of the new notes offered hereby. In consideration for issuing the new notes in exchange for old notes as described in this prospectus, we will receive old notes of like principal amount. The old notes surrendered in exchange for the new notes will be retired and canceled. |
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Pro forma | ||||||||||||||||||||||||||||||||
Twelve | Pro forma | for nine | ||||||||||||||||||||||||||||||
months | for fiscal | months | ||||||||||||||||||||||||||||||
Fiscal year ended | ended | Nine months ended | year ended | ended | ||||||||||||||||||||||||||||
(in thousands, except | March 30, | March 28, | April 3, | January 1, | January 2, | January 1, | April 3, | January 1, | ||||||||||||||||||||||||
per share data) | 2007 | 2008 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | ||||||||||||||||||||||||
Consolidated statement of operations data: | (unaudited) | |||||||||||||||||||||||||||||||
Revenues | $ | 516,566 | $ | 574,650 | $ | 628,179 | $ | 641,014 | $ | 462,603 | $ | 475,438 | $ | 776,459 | $ | 600,618 | ||||||||||||||||
Operating Expenses: | ||||||||||||||||||||||||||||||||
Cost of revenues | 380,092 | 413,520 | 446,824 | 451,414 | 329,100 | 333,690 | 567,689 | 408,173 | ||||||||||||||||||||||||
Selling, general and administrative | 69,896 | 76,365 | 98,624 | 115,897 | 72,986 | 90,259 | 137,567 | 117,038 | ||||||||||||||||||||||||
Independent research and development | 21,631 | 32,273 | 29,622 | 27,700 | 23,481 | 21,559 | 29,789 | 21,578 | ||||||||||||||||||||||||
Amortization of acquired intangible assets | 9,502 | 9,562 | 8,822 | 6,573 | 7,017 | 4,768 | 21,774 | 13,893 | ||||||||||||||||||||||||
Loss on extinguishment of debt | — | — | — | — | — | — | 15,639 | — | ||||||||||||||||||||||||
Income from operations | 35,445 | 42,930 | 44,287 | 39,430 | 30,019 | 25,162 | 4,001 | 39,936 | ||||||||||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||||||||||
Interest income | 2,189 | 5,712 | 1,463 | 653 | 1,390 | 580 | 1,024 | 594 | ||||||||||||||||||||||||
Interest expense | (448 | ) | (557 | ) | (509 | ) | (2,723 | ) | (316 | ) | (2,530 | ) | (27,400 | ) | (10,067 | ) | ||||||||||||||||
Other income (expense) | — | — | — | — | — | — | (2,141 | ) | (1,651 | ) | ||||||||||||||||||||||
Income (loss) before income taxes | 37,186 | 48,085 | 45,241 | 37,360 | 31,093 | 23,212 | (24,516 | ) | 28,812 | |||||||||||||||||||||||
Provision (benefit) for income taxes(1) | 6,755 | 13,521 | 6,794 | 4,737 | 4,822 | 2,765 | (19,787 | ) | 4,473 | |||||||||||||||||||||||
Net income (loss) | 30,431 | 34,564 | 38,447 | 32,623 | 26,271 | 20,447 | (4,729 | ) | 24,339 | |||||||||||||||||||||||
Less: Net income (loss) attributable to the noncontrolling interest, net of tax | 265 | 1,051 | 116 | (183 | ) | 56 | (243 | ) | 116 | (243 | ) | |||||||||||||||||||||
Net income (loss) attributable to ViaSat, Inc. | $ | 30,166 | $ | 33,513 | $ | 38,331 | $ | 32,806 | $ | 26,215 | $ | 20,690 | $ | (4,845 | ) | $ | 24,582 | |||||||||||||||
Basic net income (loss) per share attributable to ViaSat, Inc. common stockholders(2) | $ | 1.06 | $ | 1.11 | $ | 1.25 | $ | 1.04 | $ | .85 | $ | .65 | $ | (.14 | ) | $ | .68 | |||||||||||||||
Diluted net income (loss) per share attributable to ViaSat, Inc. common stockholders | $ | .98 | $ | 1.04 | $ | 1.20 | $ | .99 | $ | .82 | $ | .62 | $ | (.14 | ) | $ | .65 | |||||||||||||||
Shares used in computing basic net income (loss) per share | 28,589 | 30,232 | 30,772 | 31,668 | 30,699 | 31,863 | 35,058 | 36,149 | ||||||||||||||||||||||||
Shares used in computing diluted net income (loss) per share(3) | 30,893 | 32,224 | 31,884 | 33,232 | 31,826 | 33,591 | 35,058 | 37,877 |
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Fiscal year ended | Nine months ended | |||||||||||||||||||
March 30, | March 28, | April 3, | January 2, | January 1, | ||||||||||||||||
(in thousands) | 2007 | 2008 | 2009 | 2009 | 2010 | |||||||||||||||
(unaudited) | ||||||||||||||||||||
Consolidated cash flows and other financial data: | ||||||||||||||||||||
Net cash provided by operating activities | $ | 66,741 | $ | 48,303 | $ | 61,942 | $ | 31,452 | $ | 57,863 | ||||||||||
Net cash used in investing activities | (23,022 | ) | (35,173 | ) | (126,147 | ) | (93,862 | ) | (468,270 | ) | ||||||||||
Net cash provided by financing activities | 22,519 | 8,331 | 3,201 | 1,644 | 413,555 |
As of | ||||||||
April 3, | January 1, | |||||||
(in thousands) | 2009 | 2010 | ||||||
(unaudited) | ||||||||
Consolidated balance sheet data: | ||||||||
Cash and cash equivalents | $ | 63,491 | $ | 67,116 | ||||
Restricted cash | — | 2,148 | ||||||
Accounts receivable, net | 164,106 | 185,601 | ||||||
Inventories | 65,562 | 80,173 | ||||||
Property, equipment and satellites, net | 170,225 | 612,331 | ||||||
Total assets | 622,942 | 1,254,031 | ||||||
Line of credit | — | 140,000 | ||||||
Long-term debt, net | — | 271,677 | ||||||
Total liabilities | 160,152 | 610,171 | ||||||
Total ViaSat, Inc. stockholders’ equity | 458,748 | 640,061 |
As of | ||||||||||||||||
March 30, | March 28, | April 3, | January 1, | |||||||||||||
(unaudited and in millions) | 2007 | 2008 | 2009 | 2010 | ||||||||||||
Backlog:(4) | ||||||||||||||||
Firm backlog | ||||||||||||||||
Government systems segment | $ | 220.0 | $ | 206.8 | $ | 225.6 | $ | 207.5 | ||||||||
Commercial networks segment | 152.8 | 154.5 | 238.7 | 242.4 | ||||||||||||
Satellite services segment | 15.9 | 13.1 | 10.3 | 28.8 | ||||||||||||
Total | $ | 388.7 | $ | 374.4 | $ | 474.6 | $ | 478.7 | ||||||||
Funded backlog | ||||||||||||||||
Government systems segment | $ | 193.2 | $ | 186.1 | $ | 209.1 | $ | 190.4 | ||||||||
Commercial networks segment | 152.8 | 154.5 | 187.1 | 242.4 | ||||||||||||
Satellite services segment | 15.9 | 13.1 | 10.3 | 28.8 | ||||||||||||
Total | $ | 361.9 | $ | 353.7 | $ | 406.5 | $ | 461.6 | ||||||||
Contract options | $ | 39.3 | $ | 39.3 | $ | 25.6 | $ | 28.1 |
Pro forma | ||||||||||||||||||||||||||||||||
Twelve | Pro forma | for nine | ||||||||||||||||||||||||||||||
months | Nine months | for fiscal | months | |||||||||||||||||||||||||||||
Fiscal year ended | ended | ended | year ended | ended | ||||||||||||||||||||||||||||
March 30, | March 28, | April 3, | January 1, | January 2, | January 1, | April 3, | January 1, | |||||||||||||||||||||||||
(unaudited and in thousands) | 2007 | 2008 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | ||||||||||||||||||||||||
Other financial data: | ||||||||||||||||||||||||||||||||
Depreciation and amortization | $ | 26,855 | $ | 28,041 | $ | 28,610 | $ | 28,975 | $ | 21,887 | $ | 22,252 | $ | 88,217 | $ | 70,531 | ||||||||||||||||
Capital expenditures | 15,452 | 22,765 | 117,194 | 111,911 | 90,712 | 85,429 | 139,346 | 119,691 | ||||||||||||||||||||||||
EBITDA(5) | 62,035 | 69,920 | 72,781 | 68,588 | 51,850 | 47,657 | 89,961 | 109,059 | ||||||||||||||||||||||||
Adjusted EBITDA(5) | 67,022 | 77,043 | 82,618 | 89,018 | 59,431 | 65,831 | 96,167 | 120,112 | ||||||||||||||||||||||||
Ratio of earnings to fixed charges(6) | 34.44 | 35.26 | 30.90 | 4.65 | 31.13 | 3.19 | .11 | 1.54 | ||||||||||||||||||||||||
Total debt | — | — | — | 415,000 | — | 415,000 | 415,000 | 415,000 | ||||||||||||||||||||||||
Ratio of total debt to twelve-month adjusted EBITDA | N/A | N/A | N/A | 4.66x | N/A | N/A | 4.32x | N/A |
(1) | Our effective tax rate for each period reflects, among other factors, the status of the federal research and development tax credit. The expiration and subsequent reinstatement (including the terms of the reinstatement) of, and the amount of eligible research and development expenses permitted by, such tax credits in different periods impacts our effective tax rate for the periods presented. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” |
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(2) | To supplement our consolidated financial statements presented in accordance with GAAP, we use non-GAAP net income attributable to ViaSat, Inc., a measure we believe is appropriate to enhance an overall understanding of our past financial performance and prospects for the future. Non-GAAP net income attributable to ViaSat, Inc. excludes the effects of acquisition charges (amortization of acquired intangible assets and acquisition-related expenses) and non-cash stock-based compensation expenses, net of tax. We believe the non-GAAP results provide useful information to both management and investors by excluding specific expenses that we believe are not indicative of our core operating results. In addition, since we have historically reported non-GAAP results to the investment community, we believe the inclusion of non-GAAP numbers provides consistency in our financial reporting and facilitates comparisons to the company’s historical operating results. Further, these non-GAAP results are among the primary indicators that management uses as a basis for planning and forecasting in future periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for measures of financial performance prepared in accordance with GAAP. |
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Pro forma | ||||||||||||||||||||||||||||
Pro forma | for nine | |||||||||||||||||||||||||||
for fiscal | months | |||||||||||||||||||||||||||
Fiscal year ended | Nine months ended | year ended | ended | |||||||||||||||||||||||||
(unaudited and in thousands, | March 30, | March 28, | April 3, | January 2, | January 1, | April 3, | January 1, | |||||||||||||||||||||
except per share data) | 2007 | 2008 | 2009 | 2009 | 2010 | 2009 | 2010 | |||||||||||||||||||||
Non-GAAP net income attributable to ViaSat, Inc.: | ||||||||||||||||||||||||||||
GAAP net income (loss) attributable to ViaSat, Inc. | $ | 30,166 | $ | 33,513 | $ | 38,331 | $ | 26,215 | $ | 20,690 | $ | (4,845 | ) | $ | 24,582 | |||||||||||||
Add/subtract: | ||||||||||||||||||||||||||||
Amortization of acquired intangible assets | 9,502 | 9,562 | 8,822 | 7,017 | 4,768 | 21,774 | 13,893 | |||||||||||||||||||||
Acquisition-related expenses | — | — | — | — | 9,762 | — | — | |||||||||||||||||||||
Stock-based compensation expense | 4,987 | 7,123 | 9,837 | 7,581 | 8,412 | 6,206 | 11,053 | |||||||||||||||||||||
Income tax effect | (5,564 | ) | (6,382 | ) | (7,047 | ) | (5,509 | ) | (6,170 | ) | (10,775 | ) | (9,567 | ) | ||||||||||||||
Non-GAAP net income attributable to ViaSat, Inc. | $ | 39,091 | $ | 43,816 | $ | 49,943 | $ | 35,304 | $ | 37,462 | $ | 12,360 | $ | 39,961 | ||||||||||||||
Non-GAAP basic net income per share attributable to ViaSat, Inc. common stockholders | $ | 1.37 | $ | 1.45 | $ | 1.62 | $ | 1.15 | $ | 1.18 | $ | .35 | $ | 1.11 | ||||||||||||||
Non-GAAP diluted net income per share attributable to ViaSat, Inc. common stockholders | $ | 1.27 | $ | 1.36 | $ | 1.57 | $ | 1.11 | $ | 1.12 | $ | .34 | $ | 1.06 | ||||||||||||||
Shares used in computing basic net income per share | 28,589 | 30,232 | 30,772 | 30,699 | 31,863 | 35,058 | 36,149 | |||||||||||||||||||||
Shares used in computing diluted net income per share | 30,893 | 32,224 | 31,884 | 31,826 | 33,591 | 36,170 | 37,877 |
(3) | As the pro forma financial information for the fiscal year ended April 3, 2009 results in a net loss, the weighted-average number of shares used for basic and diluted earnings per share is the same, as diluted shares would be anti-dilutive. | |
(4) | Firm backlog comprises only those orders for which we have accepted purchase orders (both funded and unfunded), and does not include contract options. 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. | |
Backlog is not necessarily indicative of future sales. A majority of our contracts, including with respect to funded backlog, 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. 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 fundings have ultimately been approximately equal to the aggregate amounts of the contracts. | ||
(5) | EBITDA represents net income (loss) attributable to ViaSat, Inc. before interest, taxes, depreciation and amortization. Adjusted EBITDA represents EBITDA adjusted to exclude the effects of non-cash stock-based compensation expense and acquisition-related expenses. We believe that the presentation of EBITDA and adjusted EBITDA included in this prospectus provides useful information to investors with which to analyze our operating trends and performance and ability to service and incur debt. Further, we believe EBITDA and adjusted EBITDA facilitate company-to-company operating performance comparisons by backing out potential differences caused by variations in capital structures (affecting net interest expense), taxation and the age and book depreciation of property, plant and equipment (affecting relative depreciation expense), which may vary for different companies for reasons unrelated to operating performance. In addition, we believe that EBITDA is frequently used by securities analysts, investors and other interested parties in their evaluation of companies, many of which present an EBITDA measure when reporting their results. EBITDA and adjusted EBITDA are not measurements of financial performance under GAAP and should not be considered as an alternative to net income as a measure of performance or to net cash flows provided by (used in) operations as a measure of liquidity. In addition, other companies may define EBITDA and adjusted EBITDA differently and, as a result, our measures of EBITDA and adjusted EBITDA may not directly comparable to EBITDA or adjusted EBITDA of other companies. Furthermore, EBITDA and adjusted EBITDA each has limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are: |
• | EBITDA and adjusted EBITDA do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments, | ||
• | EBITDA and adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs, | ||
• | EBITDA and adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt, | ||
• | EBITDA and adjusted EBITDA do not reflect our provision for income taxes, which may vary significantly from period to period (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), and | ||
• | Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and adjusted EBITDA do not reflect any cash requirements for such replacements. |
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Pro forma | ||||||||||||||||||||||||||||||||
Twelve | Pro forma | for nine | ||||||||||||||||||||||||||||||
months | Nine months | for fiscal | months | |||||||||||||||||||||||||||||
Fiscal year ended | ended | ended | year ended | ended | ||||||||||||||||||||||||||||
March 30, | March 28, | April 3, | January 1, | January 2, | January 1, | April 3, | January 1, | |||||||||||||||||||||||||
(unaudited and in thousands) | 2007 | 2008 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | ||||||||||||||||||||||||
Reconciliation: | ||||||||||||||||||||||||||||||||
Net income (loss) attributable to ViaSat, Inc. | $ | 30,166 | $ | 33,513 | $ | 38,331 | $ | 32,806 | $ | 26,215 | $ | 20,690 | $ | (4,845 | ) | $ | 24,582 | |||||||||||||||
Add: | ||||||||||||||||||||||||||||||||
Provision (benefit) for income taxes | 6,755 | 13,521 | 6,794 | 4,737 | 4,822 | 2,765 | (19,787 | ) | 4,473 | |||||||||||||||||||||||
Interest expense, net | (1,741 | ) | (5,155 | ) | (954 | ) | 2,070 | (1,074 | ) | 1,950 | 26,376 | 9,473 | ||||||||||||||||||||
Depreciation and amortization | 26,855 | 28,041 | 28,610 | 28,975 | 21,887 | 22,252 | 88,217 | 70,531 | ||||||||||||||||||||||||
EBITDA | 62,035 | 69,920 | 72,781 | 68,588 | 51,850 | 47,657 | 89,961 | 109,059 | ||||||||||||||||||||||||
Add: | ||||||||||||||||||||||||||||||||
Non-cash stock-based compensation expense | 4,987 | 7,123 | 9,837 | 10,668 | 7,581 | 8,412 | 6,206 | 11,053 | ||||||||||||||||||||||||
Acquisition-related expenses | — | — | — | 9,762 | — | 9,762 | — | — | ||||||||||||||||||||||||
Adjusted EBITDA | 67,022 | 77,043 | 82,618 | 89,018 | 59,431 | 65,831 | 96,167 | 120,112 | ||||||||||||||||||||||||
(6) | For purposes of calculating the ratio of earnings to fixed charges, earnings represent income (loss) attributable to ViaSat, Inc. before provision for income taxes and fixed charges (excluding capitalized interest). Fixed charges consist of interest expense, whether expensed or capitalized, amortized discounts related to indebtedness and rental expense. Rental expense amounts relate to the interest factor inherent in our operating leases. The portion of total rental expense that represents the interest factor is estimated to be 8%. |
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• | make it more difficult for us to satisfy our debt obligations, including with respect to the notes; | ||
• | increase our vulnerability to general adverse economic and industry conditions; | ||
• | impair our ability to obtain additional debt or equity financing in the future for working capital, capital expenditures, product development, satellite construction, acquisitions or general corporate or other purposes; | ||
• | require us to dedicate a material portion of our cash flows from operations to the payment of principal and interest on our indebtedness, thereby reducing the availability of our cash flows to fund working capital needs, capital expenditures, product development, satellite construction, acquisitions and other general corporate purposes; | ||
• | limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; | ||
• | place us at a disadvantage compared to our competitors that have less indebtedness; and | ||
• | limit our ability to adjust to changing market conditions. |
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• | incur, assume or guarantee additional indebtedness; | ||
• | issue redeemable stock and preferred stock; | ||
• | grant or incur liens; | ||
• | sell or otherwise dispose of assets, including capital stock of subsidiaries; | ||
• | make loans and investments; | ||
• | pay dividends, make distributions or redeem or repurchase capital stock; | ||
• | enter into transactions with affiliates; | ||
• | reduce our satellite insurance; and | ||
• | consolidate or merge with or into, or sell substantially all of our assets to, another person. |
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• | the guarantor was insolvent or rendered insolvent by reason at the time it delivered the guarantee, | ||
• | the guarantor was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital, or | ||
• | the guarantor intended to incur, or believed that it would incur, debts beyond its ability to pay such debts at maturity. |
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• | the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets, | ||
• | if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts or liabilities, including contingent liabilities, as they become absolute and mature, or | ||
• | it could not pay its debts as they become due. |
• | the number of holders of notes, | ||
• | our operating performance and financial condition, | ||
• | our ability to complete the offer to exchange the notes for the exchange notes, | ||
• | the market for similar securities, | ||
• | the interest of securities dealers in making a market in the notes, and | ||
• | prevailing interest rates. |
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• | Business Plan. We may be unsuccessful in implementing our business plan for the WildBlue business and our satellite services segment as a whole, or we may not be able to achieve the revenue that we expect from our satellite services segment. A failure to attract a sufficient number of distributors or customers would result in lower revenues than anticipated. | ||
• | In-Orbit Risks. The existing satellites supporting our WildBlue business are, and any future satellite we acquire will be, subject to potential satellite failures or performance degradations. Satellites are subject to in-orbit risks including malfunctions, commonly referred to as anomalies, interference from electrostatic storms, and collisions with meteoroids, decommissioned spacecraft or other space debris. Anomalies occur as a result of various factors, such as satellite manufacturing errors, problems with the power systems or control systems of the satellites and general failures resulting from operating satellites in the harsh environment of space. To the extent there is an anomaly or other in-orbit failure with respect to WildBlue-1, Anik F2, ViaSat-1 or any other satellite we may acquire or use, this could have a material adverse effect on our operations and our relationships with current customers and distributors, and we may not have or be able to finance or procure a replacement satellite or backup transponder capacity on reasonable economic terms or at all. | ||
• | Cost and Schedule Risks. The cost of completing satellites and developing the associated next generation SurfBeam 2® ground infrastructure may be more than we anticipated and there may be delays in completing satellites and SurfBeam 2 infrastructure within the expected timeframe. We may be required to spend in excess of our current forecast for the completion, launch and launch insurance of ViaSat-1, or for the development associated with the SurfBeam 2 equipment. The construction and launch of satellites are often subject to delays, including satellite and launch vehicle construction delays, cost overruns, periodic unavailability of reliable launch opportunities and delays in obtaining regulatory approvals. If the satellite construction schedule is not met, there may be even further delays because there can be no assurance that a launch opportunity will be available at the time the satellite is ready to be launched, and we may not be able to obtain or maintain regulatory authority or International Telecommunication Union (ITU) priority necessary to implement the satellite as proposed. | ||
• | Launch Risks. There are risks associated with the launch of satellites, including launch failure, damage or destruction during launch and improper orbital placement. Launch vehicles may under-perform, in which case the satellite may still be placed into service by using its onboard propulsion systems to reach the desired orbital location, resulting in a reduction in its service life. Launch failures result in significant delays in the deployment of satellites because of the need both to construct replacement satellites, which can take up to 36 months, and obtain other launch opportunities. The overall historical loss rate in the satellite industry for all launches of commercial satellites in fixed orbits in the last five years is estimated by some industry participants to be approximately 10% but could at any time be higher. |
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• | Satellite Life. Our ability to earn revenue depends on the useful life of ViaSat-1, WildBlue-1, Anik F2 and any other satellite we may acquire in the future. Each satellite has a limited useful life. The period of time during which a satellite is expected to function in accordance with its specifications is referred to as such satellite’s design life. The design life of ViaSat-1 is 15 years from launch. The design life of WildBlue-1 was 12 years from launch, ending in 2019, and the design life of Telesat Canada’s Anik F2 satellite was 15 years from launch, ending in 2019. A number of factors affect the useful lives of the satellites, including, among other things, the quality of their design and construction, the durability of their component parts and back-up units, the ability to continue to maintain proper orbit and control over the satellite’s functions, the efficiency of the launch vehicle used, the remaining on-board fuel following orbit insertion, the occurrence of any anomaly or series of anomalies affecting the satellite, and the launch risks and in-orbit risks described above. There can be no assurance that the actual useful life of ViaSat-1, WildBlue-1, Anik F2 or any other satellite that we may acquire will equal its design life. In addition, continued improvements in satellite technology may make obsolete ViaSat-1 or any other satellite we may acquire prior to the end of its life. | ||
• | Insurance Risks. We currently hold in-orbit insurance for WildBlue-1 and Anik F2, and intend to seek launch and in-orbit insurance for ViaSat-1 and for any other satellite we may acquire, but we may not be able to obtain insurance, or renew existing insurance, on reasonable economic terms or at all. If we are able to obtain or renew our insurance, it will contain customary exclusions and will not likely cover the full cost of constructing and launching or replacing the satellites, nor will it cover business interruptions or similar losses. In addition, the occurrence of any anomalies on other satellites, including other Ka-band satellites, or any failures of a satellite using similar components or failures of a similar launch vehicle to the launch vehicle we expect to use to launch ViaSat-1, may materially adversely affect our ability to insure the satellites at commercially reasonable premiums, if at all. | ||
• | Joint Venture Risks. We may own or operate future satellites through joint ventures which we do not control. If we were to enter into any such joint venture, we would be exposed to certain risks and uncertainties, including the risk of the joint venture or applicable entity failing to satisfy its obligations, which may result in certain liabilities to us for guarantees and other commitments, challenges in achieving strategic objectives and expected benefits of the business arrangement, the risk of conflicts arising between us and our partners and the difficulty of managing and resolving such conflicts, and the difficulty of managing or otherwise monitoring such business arrangements. In addition, our operating results would be affected by the performance of businesses over which we do not exercise unilateral control and, if any other members of such joint venture were to file for bankruptcy or otherwise fail to perform its obligations or to manage the joint venture effectively, this could cause us to lose our investment in any such joint venture entity. |
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• | a complex and lengthy procurement process for most of our customers or potential customers; | ||
• | changes in the levels of research and development spending, including the effects of associated tax credits; | ||
• | cost overruns on fixed-price development contracts; | ||
• | the difficulty in estimating costs over the life of a contract, which may require adjustment in future periods; | ||
• | the timing, quantity and mix of products and services sold; | ||
• | price discounts given to some customers; | ||
• | market acceptance and the timing of availability of our new products; | ||
• | the timing of customer payments for significant contracts; | ||
• | one-time charges to operating income arising from items such as acquisition expenses, impairment of assets and write-offs of assets related to customer non-payments or obsolescence; | ||
• | the failure to receive an expected order or a deferral of an order to a later period; and | ||
• | general economic and political conditions. |
• | unexpected contract or project terminations or suspensions; | ||
• | unpredictable order placements, reductions or cancellations; | ||
• | reductions in government funds available for our projects due to government policy changes, budget cuts and contract adjustments; |
23
• | the ability of competitors to protest contractual awards; | ||
• | penalties arising from post-award contract audits; | ||
• | the reduction in the value of our contracts as a result of the routine audit and investigation of our costs by U.S. government agencies; | ||
• | higher-than-expected final costs, particularly relating to software and hardware development, for work performed under contracts where we commit to specified deliveries for a fixed price; | ||
• | limited profitability from cost-reimbursement contracts under which the amount of profit is limited to a specified amount; | ||
• | unpredictable cash collections of unbilled receivables that may be subject to acceptance of contract deliverables by the customer and contract close-out procedures, including government approval of final indirect rates; | ||
• | competition with programs managed by other government contractors for limited resources and for uncertain levels of funding; | ||
• | changes in governmental procurement legislation and regulations and other policies which may reflect military and political developments; | ||
• | significant changes in contract scheduling or program structure, which generally result in delays or reductions in deliveries; and | ||
• | intense competition for available U.S. government business necessitating increases in time and investment for design and development. |
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25
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• | our ability to enhance our offerings by adding innovative features that differentiate our offerings from those of our competitors; | ||
• | successful integration of various elements of our complex technologies and system architectures; | ||
• | timely completion and introduction of new product designs; | ||
• | achievement of acceptable product costs; | ||
• | timely and efficient implementation of our manufacturing and assembly processes and cost reduction efforts; | ||
• | establishment of close working relationships with major customers for the design of their new wireless communications systems incorporating our products; | ||
• | development of competitive products and technologies by competitors; | ||
• | marketing and pricing strategies of our competitors with respect to competitive products; and | ||
• | market acceptance of our new products. |
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• | the difficulty in integrating the WildBlue business and any other newly acquired businesses and operations in an efficient and effective manner; | ||
• | the challenges in achieving strategic objectives, cost savings and other benefits expected from the WildBlue acquisition and any future acquisitions; | ||
• | the risk of diverting our resources and the attention of our senior management from the operations of our business; | ||
• | additional demands on management related to the increase in the size and scope of our company following the acquisition; | ||
• | the risk our markets do not evolve as anticipated and the technologies acquired do not prove to be those needed to be successful in those markets; |
29
• | difficulties in combining corporate cultures; | ||
• | difficulties in the assimilation and retention of key employees; | ||
• | difficulties in maintaining relationships with present and potential customers, distributors and suppliers of the acquired business; | ||
• | costs and expenses associated with any undisclosed or potential liabilities of WildBlue or any future acquired business; | ||
• | difficulties in converting the acquired business information systems to our systems; | ||
• | delays, difficulties or unexpected costs in the integration, assimilation, implementation or modification of platforms, systems, functions, technologies and infrastructure to support the combined business, as well as maintaining uniform standards, controls (including internal accounting controls), procedures and policies; | ||
• | the risks of entering markets in which we have less experience; and | ||
• | the risks of potential disputes concerning indemnities and other obligations that could result in substantial costs. |
30
• | unexpected changes in laws, policies and regulatory requirements, including but not limited to regulations related to import-export control; | ||
• | increased cost of localizing systems in foreign countries; | ||
• | increased sales and marketing and research and development expenses; | ||
• | availability of suitable export financing; | ||
• | timing and availability of export licenses; | ||
• | imposition of taxes, tariffs, embargoes and other trade barriers; | ||
• | political and economic instability; | ||
• | fluctuations in currency exchange rates; | ||
• | compliance with a variety of international laws and U.S. laws affecting the activities of U.S. companies abroad; | ||
• | challenges in staffing and managing foreign operations; | ||
• | difficulties in managing distributors; | ||
• | potentially adverse tax consequences; | ||
• | potential difficulty in making adequate payment arrangements; and | ||
• | potential difficulty in collecting accounts receivable. |
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33
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• | a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal; or | ||
• | if old notes are tendered in accordance with the book-entry procedures listed below, an agent’s message. |
• | deliver certificates, if any, for the old notes to the exchange agent at or before the expiration time; or | ||
• | deliver a timely confirmation of book-entry transfer of the old notes into the exchange agent’s account at DTC, the book-entry transfer facility, along with the letter of transmittal or an agent’s message; or | ||
• | comply with the guaranteed delivery procedures described below. |
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• | by a registered holder of the old notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal, or | ||
• | for the account of an “eligible institution.” |
• | be transmitted to and received by the exchange agent at the address listed under “— Exchange Agent” at or prior to the expiration time; or | ||
• | comply with the guaranteed delivery procedures described below. |
• | the tender is made through an eligible institution; | ||
• | prior to the expiration time, the exchange agent received from an eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery: |
1. | stating the name and address of the holder of old notes and the amount of old notes tendered; | ||
2. | stating that the tender is being made; and | ||
3. | guaranteeing that within three New York Stock Exchange trading days after the expiration time, the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and a properly completed and duly executed letter of transmittal, or an agent’s message, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and |
36
• | the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and a properly completed and duly executed letter of transmittal, or an agent’s message, and all other documents required by the letter of transmittal, are received by the exchange agent within three New York Stock Exchange trading days after the expiration time. |
• | certificates for the old notes, or a timely book-entry confirmation of the old notes, into the exchange agent’s account at the book-entry transfer facility; | ||
• | a properly completed and duly executed letter of transmittal or an agent’s message; and | ||
• | all other required documents. |
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• | specify the name of the person, referred to as the depositor, having tendered the old notes to be withdrawn; | ||
• | identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of the old notes; | ||
• | contain a statement that the holder is withdrawing its election to have the old notes exchanged; | ||
• | be signed by the holder in the same manner as the original signature on the letter of transmittal by which the old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the old notes register the transfer of the old notes in the name of the person withdrawing the tender; and | ||
• | specify the name in which the old notes are registered, if different from that of the depositor. |
• | there shall occur a change in the current interpretation by the staff of the SEC, which now permits the new notes issued pursuant to the exchange offer in exchange for old notes to be offered for resale, resold and otherwise transferred by the holders (other than broker-dealers and any holder which is an affiliate) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such new notes are acquired in the ordinary course of such holders’ business and such holders have no arrangement or understanding with any person to participate in the distribution of the new notes; | ||
• | any action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency or body with respect to the exchange offer which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer; | ||
• | any law, statute, rule or regulation shall have been adopted or enacted which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer; | ||
• | a banking moratorium shall have been declared by United States federal or New York State authorities which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer; |
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• | trading on the New York Stock Exchange or generally in the United States over-the-counter market shall have been suspended by order of the SEC or any other governmental authority which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer; | ||
• | an attack on the United States, an outbreak or escalation of hostilities or acts of terrorism involving the United States, or any declaration by the United States of a national emergency or war shall have occurred; | ||
• | a stop order shall have been issued by the SEC or any state securities authority suspending the effectiveness of the registration statement of which this prospectus is a part or proceedings shall have been initiated or, to our knowledge, threatened for that purpose or any governmental approval has not been obtained, which approval we shall, in our sole discretion, deem necessary for the consummation of the exchange offer; or |
• | any change, or any development involving a prospective change, in our business or financial affairs or any of our subsidiaries has occurred which is or may be adverse to us or we shall have become aware of facts that have or may have an adverse impact on the value of the old notes or the new notes, which in our reasonable judgment in any case makes it inadvisable to proceed with the exchange offer and/or with the acceptance for exchange or with the exchange. |
• | the new notes are acquired in the ordinary course of the holders’ business; | ||
• | the holders have no arrangement or understanding with any person to participate in the distribution of the new notes; and | ||
• | the holders are not “affiliates” of ours within the meaning of Rule 405 under the Securities Act. |
• | may not rely on the applicable interpretations of the staff of the SEC mentioned above; | ||
• | will not be permitted or entitled to tender the old notes in the exchange offer; and | ||
• | must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. |
39
AS EXCHANGE AGENT
By registered mail or certified mail: | By regular mail or overnight courier: | By hand: | ||
Wilmington Trust FSB c/o Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Sam Hamed | Wilmington Trust FSB c/o Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Sam Hamed | Wilmington Trust FSB c/o Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Sam Hamed |
Telephone Inquiries: (302) 636-6181
40
41
42
Operations for the Nine Months Ended January 1, 2010
Historical nine months ended | ||||||||||||||||
January 1, | September 30, | |||||||||||||||
2010 | 2009 | Pro forma | Pro forma | |||||||||||||
(in thousands, except per share data) | ViaSat | WildBlue | adjustments | combined | ||||||||||||
Revenues | $ | 475,438 | $ | 157,524 | $ | (20,946 | )(a) | $ | 600,618 | |||||||
(2,397 | )(b) | |||||||||||||||
(9,001 | )(l) | |||||||||||||||
Cost of revenues | 333,690 | 99,591 | (14,085 | )(a) | 408,173 | |||||||||||
(4,409 | )(e) | |||||||||||||||
(292 | )(c) | |||||||||||||||
(1,140 | )(d) | |||||||||||||||
(5,182 | )(l) | |||||||||||||||
Selling, general and administrative | 90,259 | 40,099 | 70 | (e) | 117,038 | |||||||||||
(8,430 | )(f) | |||||||||||||||
(4,960 | )(l) | |||||||||||||||
Independent research and development | 21,559 | 19 | 21,578 | |||||||||||||
Amortization of acquired intangibles | 4,768 | 294 | 9,371 | (g) | 13,893 | |||||||||||
(540 | )(l) | |||||||||||||||
Income from operations | 25,162 | 17,521 | (2,747 | ) | 39,936 | |||||||||||
Interest income | 580 | 230 | (216 | )(h) | 594 | |||||||||||
Interest expense | (2,530 | ) | (44,262 | ) | 36,725 | (i) | (10,067 | ) | ||||||||
Other income (expense) | — | (1,651 | ) | (1,651 | ) | |||||||||||
Income (loss) before taxes | 23,212 | (28,162 | ) | 33,762 | 28,812 | |||||||||||
Provision for income taxes | 2,765 | — | 1,708 | (j) | 4,473 | |||||||||||
Net income (loss) | 20,447 | (28,162 | ) | 32,054 | 24,339 | |||||||||||
Less: Net (loss) attributable to noncontrolling interest, net of tax | (243 | ) | — | (243 | ) | |||||||||||
Net income (loss) attributable to ViaSat, Inc. | $ | 20,690 | $ | (28,162 | ) | $ | 32,054 | $ | 24,582 | |||||||
Basic net income per share attributable to ViaSat, Inc. common stockholders | $ | .65 | $ | .68 | ||||||||||||
Diluted net income per share attributable to ViaSat, Inc. common stockholders | $ | .62 | $ | .65 | ||||||||||||
Shares used in computing basic net income per share | 31,863 | 4,286 | (k) | 36,149 | ||||||||||||
Shares used in computing diluted net income per share | 33,591 | 4,286 | (k) | 37,877 |
43
of Operations for the Year Ended April 3, 2009
Historical year ended | ||||||||||||||||
April 3, | December 31, | |||||||||||||||
2009 | 2008 | Pro forma | Pro forma | |||||||||||||
(in thousands, except per share data) | ViaSat | WildBlue | adjustments | combined | ||||||||||||
Revenues | $ | 628,179 | $ | 187,289 | $ | (35,813 | )(a) | $ | 776,459 | |||||||
(3,196 | )(b) | |||||||||||||||
Cost of revenues | 446,824 | 152,722 | (25,186 | )(a) | 567,689 | |||||||||||
(4,762 | )(e) | |||||||||||||||
(389 | )(c) | |||||||||||||||
(1,520 | )(d) | |||||||||||||||
Selling, general and administrative | 98,624 | 38,798 | 145 | (e) | 137,567 | |||||||||||
Independent research and development | 29,622 | 167 | 29,789 | |||||||||||||
Amortization of acquired intangibles | 8,822 | 392 | 12,560 | (g) | 21,774 | |||||||||||
Loss on extinguishment of debt | 15,639 | 15,639 | ||||||||||||||
Income (loss) from operations | 44,287 | (20,429 | ) | (19,857 | ) | 4,001 | ||||||||||
Interest income | 1,463 | 875 | (1,314 | )(h) | 1,024 | |||||||||||
Interest expense | (509 | ) | (58,892 | ) | 32,001 | (i) | (27,400 | ) | ||||||||
Other income (expense) | — | (2,141 | ) | (2,141 | ) | |||||||||||
Income (loss) before taxes | 45,241 | (80,587 | ) | 10,830 | (24,516 | ) | ||||||||||
Provision (benefit) for income taxes | 6,794 | — | (26,581 | )(j) | (19,787 | ) | ||||||||||
Net income (loss) | 38,447 | (80,587 | ) | 37,411 | (4,729 | ) | ||||||||||
Less: Net income attributable to noncontrolling interest, net of tax | 116 | — | 116 | |||||||||||||
Net income (loss) attributable to ViaSat, Inc. | $ | 38,331 | $ | (80,587 | ) | $ | 37,411 | $ | (4,845 | ) | ||||||
Basic net income (loss) per share attributable to ViaSat, Inc. common stockholders | $ | 1.25 | $ | (.14 | ) | |||||||||||
Diluted net income (loss) per share attributable to ViaSat, Inc. common stockholders | $ | 1.20 | $ | (.14 | ) | |||||||||||
Shares used in computing basic net income (loss) per share | 30,772 | 4,286 | (k) | 35,058 | ||||||||||||
Shares used in computing diluted net income (loss) per share(1) | 31,884 | 4,286 | (k) | 35,058 |
(1) | As the pro forma financial information results in a net loss, the weighted average number of shares used to calculate basic and diluted income per share are the same as diluted shares would be anti-dilutive. |
44
Financial Statements
• | Subscriber, equipment and other revenue have been combined to present total revenues of $157.5 million for the nine months ended September 30, 2009 and $187.3 million for the year ended December 31, 2008. |
• | Sales, marketing and advertising cost of $17.9 million and $22.5 million, respectively, for the nine months ended September 30, 2009 and for the year ended December 31, 2008 were reclassified to selling, general and administrative expenses (SG&A). |
• | Depreciation and amortization expenses of $43.8 million were reclassified to cost of revenues for $39.2 million, SG&A expense for $4.3 million, and amortization of acquired intangibles for $0.3 million for the nine months ended September 30, 2009. Depreciation and amortization expenses of $52.8 million was reclassified to cost of revenues for $46.8 million, SG&A expense for $5.6 million and amortization of acquired intangibles for $0.4 million for the year ended December 31, 2008. |
45
(a) | Eliminates historical ViaSat revenues and related cost of revenues derived from sales of equipment and services to WildBlue. |
(b) | We recorded the estimated fair value of WildBlue’s deferred revenue for assumed legal performance obligations under its retail subscriber programs and eliminated deferred revenue that does not represent a legal performance obligation. This adjustment in the unaudited pro forma condensed combined statements of operations reflect the effects on revenue recognized for certain of WildBlue’s long-term deferred revenue amounts adjusted to fair value. |
(c) | We recorded the difference between the historical amounts of WildBlue’s tracking, telemetry, and control (“TT&C”) long term asset and the estimated fair value of the asset acquired. This adjustment reflects the effects of the estimated fair value adjustments on the amortization of TT&C prepaid services asset and has been included in the statement of unaudited pro forma condensed combined statements of operations as the service arrangement extends beyond 12 months succeeding the transaction. |
(d) | To record the difference between the recorded amount for WildBlue contractual obligations and the estimated fair value of those contractual obligations. |
(e) | We recorded the difference between the historical amounts of WildBlue’s property, equipment and satellite, net, and preliminary fair values of the property acquired. This adjustment reflect the related impact of the preliminary fair value adjustments to depreciation expense recorded in the unaudited pro forma condensed combined statements of operations as an element of cost of revenues and SG&A expenses based on the nature of the underlying assets. |
(f) | To remove ViaSat and WildBlue acquisition-related transaction costs from the unaudited pro forma condensed combined statement of operations as they reflect non-recurring charges directly related to the acquisition. |
(g) | We recorded the preliminary fair values of WildBlue’s intangible assets acquired. |
Estimated | Estimated | |||||||||||||||
Estimated | amortization expense | amortization | ||||||||||||||
Preliminary | remaining | for the nine months | for the year ended | |||||||||||||
(in thousands) | fair value | life | ended January 1, 2010 | April 3, 2009 | ||||||||||||
Trade name | $ | 5,680 | 3 | $ | 1,420 | $ | 1,893 | |||||||||
Customer relationships—retail | 39,840 | 6 | 4,980 | 6,640 | ||||||||||||
Customer relationships—wholesale | 27,950 | 8 | 2,620 | 3,494 | ||||||||||||
Satellite co-location rights | 8,600 | 10 | 645 | 925 | ||||||||||||
Amortization expense | 9,665 | 12,952 | ||||||||||||||
Less: WildBlue historical amortization expense | (294 | ) | (392 | ) | ||||||||||||
Total adjustment to amortization of acquired intangibles | $ | 9,371 | $ | 12,560 | ||||||||||||
(h) | Adjustment to record the estimated reduction in interest income earned on weighted-average available cash and marketable securities historically held by ViaSat and the corresponding interest rate yields during the nine months ended January 1, 2010 and fiscal year ended April 3, 2009 for cash on hand used in the acquisition of WildBlue. |
46
(i) | To record the $275.0 million in senior notes due 2016, net of original issue discount, and the interest expense resulting from the additional borrowings under our Credit Facility (using the Eurodollar rate applicable at January 1, 2010 plus a margin of 4.0%), as set forth below: |
Pro forma | ||||||||||||||||
interest expense | ||||||||||||||||
For the | For the | |||||||||||||||
nine months | fiscal year | |||||||||||||||
ended | ended | |||||||||||||||
(in thousands) | Debt balance | Rate | January 1, 2010 | April 3, 2009 | ||||||||||||
Line of Credit | $ | 140,000 | 4.25 | %* | $ | 4,463 | $ | 5,950 | ||||||||
Senior notes due 2016 (the Notes) | 275,000 | 8.88 | % | 18,305 | 24,406 | |||||||||||
Total estimated interest expense related to ViaSat’s pro forma borrowings at January 1, 2010 under the Line of Credit and the Notes | 22,768 | 30,356 | ||||||||||||||
Original issue and debt discount amortization related to the Notes | 3,418 | 371 | 494 | |||||||||||||
Debt issuance costs amortization related to the Notes | 8,143 | 883 | 1,177 | |||||||||||||
Debt issuance costs amortization related to the Line of Credit | 3,787 | 947 | 1,262 | |||||||||||||
Reduction of interest expense for capitalized interest related to our ViaSat-1 construction project | (14,902 | ) | (5,889 | ) | ||||||||||||
Total estimated interest expense | 10,067 | 27,400 | ||||||||||||||
Less: historical ViaSat interest expense | (2,530 | ) | (509 | ) | ||||||||||||
Less: historical WildBlue interest expense | (44,262 | ) | (58,892 | ) | ||||||||||||
Pro forma interest expense adjustment | $ | (36,725 | ) | $ | (32,001 | ) | ||||||||||
* | For each .125 percentage points change in the variable interest rate under our Credit Facility, the annual interest expense on the borrowings outstanding would change by $0.2 million. | |
(j) | To record the estimated impact on income tax expense based on preliminary valuation of WildBlue’s net operating loss carryforward assumed by ViaSat and the effects of estimated fair value adjustments. | |
The following table provides a reconciliation of the provision (benefit) for income taxes to the amount computed by applying the statutory federal income tax rate to income before income taxes for the nine months ended January 1, 2010 and the fiscal year ended April 3, 2009. Estimated pro forma tax attributes are the lesser of the current year amounts or the estimated amount available after the limitation imposed by Section 382 of the Code (due to ownership changes) as follows: |
Nine months ended | ||||||||||||||||
January 1, | September 30, | |||||||||||||||
2010 | 2009 | Pro forma | Pro forma | |||||||||||||
(in thousands) | ViaSat | WildBlue | adjustments | combined | ||||||||||||
Income (loss) before taxes | $ | 23,212 | $ | (28,162 | ) | $ | 33,762 | $ | 28,812 | |||||||
Tax expense (benefit) at statutory rate | 8,124 | (9,857 | ) | 11,817 | 10,084 | |||||||||||
State tax provision, net of federal benefit | 761 | (1,286 | ) | 1,107 | 582 | |||||||||||
Tax credits, net of valuation allowance | (4,930 | ) | — | — | (4,930 | ) | ||||||||||
Other | (1,190 | ) | 980 | (1,053 | ) | (1,263 | ) | |||||||||
Valuation allowance | — | 10,163 | (10,163 | ) | — | |||||||||||
Total income taxes | $ | 2,765 | $ | — | $ | 1,708 | $ | 4,473 | ||||||||
Fiscal year ended | ||||||||||||||||
December 31, | ||||||||||||||||
April 3, 2009 | 2008 | Pro forma | Pro forma | |||||||||||||
(in thousands) | ViaSat | WildBlue | adjustments | combined | ||||||||||||
Income (loss) before taxes | $ | 45,241 | $ | (80,587 | ) | $ | 10,830 | $ | (24,516 | ) | ||||||
Tax expense (benefit) at statutory rate | 15,834 | (28,205 | ) | 3,791 | (8,580 | ) | ||||||||||
State tax provision, net of federal benefit | 2,545 | (3,682 | ) | 533 | (604 | ) | ||||||||||
Tax credits, net of valuation allowance | (10,017 | ) | — | — | (10,017 | ) | ||||||||||
Manufacturing deduction | (920 | ) | — | 920 | — | |||||||||||
Other | (648 | ) | 62 | — | (586 | ) | ||||||||||
Valuation allowance | — | 31,825 | (31,825 | ) | — | |||||||||||
Total income taxes | $ | 6,794 | $ | — | $ | (26,581 | ) | $ | (19,787 | ) | ||||||
47
(k) | To adjust shares used in computing basic and diluted net income per share to reflect the issuance of 4.29 million shares of ViaSat common stock at the closing of the WildBlue acquisition, and calculated as if the shares were outstanding from the beginning of the period presented. | |
(l) | To remove the impact for the seventeen days of WildBlue operations post-acquisition already included in the unaudited historical results of ViaSat for the nine months ended January 1, 2010. |
48
Fiscal years ended | Nine months ended | |||||||||||||||||||||||||||
(in thousands, | April 1, | March 31, | March 30, | March 28, | April 3, | January 2, | January 1, | |||||||||||||||||||||
except per share data) | 2005 | 2006 | 2007 | 2008 | 2009 | 2009 | 2010 | |||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||||||
Statement of income data: | ||||||||||||||||||||||||||||
Revenues | $ | 345,939 | $ | 433,823 | $ | 516,566 | $ | 574,650 | $ | 628,179 | $ | 462,603 | $ | 475,438 | ||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||
Cost of revenues | 262,260 | 325,271 | 380,092 | 413,520 | 446,824 | 329,100 | 333,690 | |||||||||||||||||||||
Selling, general and administrative | 48,631 | 57,059 | 69,896 | 76,365 | 98,624 | 72,986 | 90,259 | |||||||||||||||||||||
Independent research and development | 8,082 | 15,757 | 21,631 | 32,273 | 29,622 | 23,481 | 21,559 | |||||||||||||||||||||
Amortization of acquired intangible assets | 6,642 | 6,806 | 9,502 | 9,562 | 8,822 | 7,017 | 4,768 | |||||||||||||||||||||
Income from operations | 20,324 | 28,930 | 35,445 | 42,930 | 44,287 | 30,019 | 25,162 | |||||||||||||||||||||
Interest income (expense), net | 304 | (200 | ) | 1,741 | 5,155 | 954 | 1,074 | (1,950 | ) | |||||||||||||||||||
Income before income taxes | 20,628 | 28,730 | 37,186 | 48,085 | 45,241 | 31,093 | 23,212 | |||||||||||||||||||||
Provision for income taxes | 1,246 | 5,105 | 6,755 | 13,521 | 6,794 | 4,822 | 2,765 | |||||||||||||||||||||
Net income | 19,382 | 23,625 | 30,431 | 34,564 | 38,447 | 26,271 | 20,447 | |||||||||||||||||||||
Less: net income attributable to the noncontrolling interest, net of tax | 115 | 110 | 265 | 1,051 | 116 | 56 | (243 | ) | ||||||||||||||||||||
Net income attributable to ViaSat, Inc. | $ | 19,267 | $ | 23,515 | $ | 30,166 | $ | 33,513 | $ | 38,331 | $ | 26,215 | $ | 20,690 | ||||||||||||||
Basic net income per share attributable to ViaSat, Inc. common stockholders | $ | .72 | $ | .87 | $ | 1.06 | $ | 1.11 | $ | 1.25 | $ | .85 | $ | .65 | ||||||||||||||
Diluted net income per share attributable to ViaSat, Inc. common stockholders | $ | .68 | $ | .81 | $ | .98 | $ | 1.04 | $ | 1.20 | $ | .82 | $ | .62 | ||||||||||||||
Shares used in computing basic net income per share | 26,749 | 27,133 | 28,589 | 30,232 | 30,772 | 30,699 | 31,863 | |||||||||||||||||||||
Shares used in computing diluted net income per share | 28,147 | 28,857 | 30,893 | 32,224 | 31,884 | 31,826 | 33,591 |
49
As of | ||||||||||||||||||||||||||||
April 1, | March 31, | March 30, | March 28, | April 3, | January 2, | January 1, | ||||||||||||||||||||||
(in thousands) | 2005 | 2006 | 2007 | 2008 | 2009 | 2009 | 2010 | |||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||||||
Balance sheet data: | ||||||||||||||||||||||||||||
Cash, cash equivalents and short-term investments | $ | 14,741 | $ | 36,887 | $ | 103,392 | $ | 125,219 | $ | 63,491 | $ | 63,711 | $ | 67,116 | ||||||||||||||
Restricted cash | — | — | — | — | — | — | 2,148 | |||||||||||||||||||||
Working capital | 138,859 | 152,907 | 187,406 | 248,251 | 203,390 | 212,262 | 227,545 | |||||||||||||||||||||
Total assets | 301,825 | 363,305 | 483,939 | 551,094 | 622,942 | 584,795 | 1,254,031 | |||||||||||||||||||||
Line of credit | — | — | — | — | — | — | 140,000 | |||||||||||||||||||||
Long-term debt, net | — | — | — | — | — | — | 271,677 | |||||||||||||||||||||
Other liabilities | 3,911 | 7,625 | 13,273 | 17,290 | 24,718 | 18,693 | 31,251 | |||||||||||||||||||||
Total ViaSat, Inc. stockholders’ equity | 226,283 | 263,298 | 348,795 | 404,140 | 458,748 | 442,243 | 640,061 |
50
OPERATIONS
• | Tactical data links, including MIDS terminals for military fighter jets, and their successor, MIDS Joint Tactical Radio System (MIDS JTRS) terminals (which we expect will be available in 2010), “disposable” weapon data links, portable small tactical terminals and digital video data links for intelligence, surveillance and reconnaissance from Unmanned Aerial Vehicles (UAVs) and ground systems, | ||
• | Information assurance products that enable military and government users to communicate information securely over networks, and that secure data stored on computers and storage devices, and | ||
• | Government satellite communication systems, including an array of portable and fixed broadband modems, terminals, network access control systems and antenna systems using a range of satellite frequency bands. |
51
• | Mobile broadband satellite communication systems, designed for use in aircraft, seagoing vessels and high-speed trains, | ||
• | Consumer broadband, including next-generation satellite network infrastructure and ground terminals to access high capacity satellites, | ||
• | Satellite networking systems design and technology development, including design and technology services covering all aspects of satellite communication system architecture and technology, | ||
• | Enterprise Very Small Aperture Terminal (VSAT) networks and products, designed to provide enterprises with broadband access to the internet or private networks, and | ||
• | Antenna systems for terrestrial and satellite applications, specializing in small, low-profile, multi-band antennas for mobile satellite communications. |
• | Wholesale and retail broadband services, comprised of WildBlue® service, which provides two-way satellite-based broadband internet access to consumers and small businesses in the United States. As of January 1, 2010, we provided WildBlue service to approximately 423,000 subscribers, | ||
• | Mobile broadband services, comprised of network management services for customers who use our ArcLight-based mobile satellite systems, and | ||
• | Managed broadband services, comprised of a full-service managed broadband service for everyday enterprise networking or backup protection for primary networks. |
52
53
54
55
56
Three months ended | Nine months ended | |||||||||||||||
January 1, 2010 | January 2, 2009 | January 1, 2010 | January 2, 2009 | |||||||||||||
Revenues | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Product revenues | 87.7 | 93.9 | 92.1 | 94.5 | ||||||||||||
Service revenues | 12.3 | 6.1 | 7.9 | 5.5 | ||||||||||||
Operating expenses: | ||||||||||||||||
Cost of product revenues | 72.0 | 71.4 | 70.6 | 71.6 | ||||||||||||
Cost of service revenues | 60.4 | 51.5 | 65.5 | 64.1 | ||||||||||||
Selling, general and administrative | 22.0 | 15.9 | 19.0 | 15.8 | ||||||||||||
Independent research and development | 5.0 | 4.7 | 4.5 | 5.1 | ||||||||||||
Amortization of intangible assets | 1.2 | 1.5 | 1.0 | 1.5 | ||||||||||||
Income from operations | 1.2 | 7.7 | 5.3 | 6.5 | ||||||||||||
Income before income taxes | 0.1 | 7.7 | 4.9 | 6.7 | ||||||||||||
Net income | 2.0 | 7.1 | 4.3 | 5.7 | ||||||||||||
Net income attributable to ViaSat, Inc. | 2.1 | 7.1 | 4.4 | 5.7 |
Three months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Product revenues | $ | 137.1 | $ | 141.2 | $ | (4.0 | ) | (2.8 | )% | |||||||
Percentage of total revenues | 87.7 | % | 93.9 | % |
57
Three months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Service revenues | $ | 19.2 | $ | 9.2 | $ | 10.0 | 108.8 | % | ||||||||
Percentage of total revenues | 12.3 | % | 6.1 | % |
Three months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Cost of product revenues | $ | 98.7 | $ | 100.8 | $ | (2.1 | ) | (2.1 | )% | |||||||
Percentage of product revenues | 72.0 | % | 71.4 | % |
Three months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Cost of service revenues | $ | 11.6 | $ | 4.7 | $ | 6.9 | 144.9 | % | ||||||||
Percentage of service revenues | 60.4 | % | 51.5 | % |
58
Three months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Selling, general and administrative | $ | 34.4 | $ | 24.0 | $ | 10.5 | 43.7 | % | ||||||||
Percentage of revenues | 22.0 | % | 15.9 | % |
Three months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Independent research and development | $ | 7.9 | $ | 7.0 | $ | 0.9 | 12.6 | % | ||||||||
Percentage of revenues | 5.0 | % | 4.7 | % |
Amortization | ||||
(in thousands) | ||||
For the nine months ended January 1, 2010 | $ | 4,768 | ||
Expected for the remainder of fiscal year 2010 | $ | 4,598 | ||
Expected for fiscal year 2011 | 17,777 | |||
Expected for fiscal year 2012 | 16,551 | |||
Expected for fiscal year 2013 | 13,446 | |||
Expected for fiscal year 2014 | 11,705 | |||
Thereafter | 29,880 | |||
$ | 93,957 | |||
59
Three months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Revenues | $ | 89.1 | $ | 93.8 | $ | (4.7 | ) | (5.0 | )% |
Three months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Operating profit | $ | 10.8 | $ | 14.3 | $ | (3.5 | ) | (24.4 | )% | |||||||
Percentage of segment revenue | 12.1 | % | 15.2 | % |
Three months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Revenues | $ | 55.0 | $ | 54.2 | $ | 0.8 | 1.5 | % |
60
Three months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Operating (loss) profit | $ | (0.8 | ) | $ | 0.1 | $ | (0.9 | ) | (1,260.1 | )% | ||||||
Percentage of segment revenues | (1.5 | )% | 0.1 | % |
Three months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Revenues | $ | 12.3 | $ | 2.4 | $ | 9.9 | 412.2 | % |
Three months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Operating loss | $ | (6.2 | ) | $ | (0.4 | ) | $ | (5.7 | ) | (1,333.2 | )% | |||||
Percentage of segment revenues | (50.3 | )% | (18.0 | )% |
Nine months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Product revenues | $ | 437.9 | $ | 437.0 | $ | 0.9 | 0.2 | % | ||||||||
Percentage of total revenues | 92.1 | % | 94.5 | % |
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Nine months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Service revenues | $ | 37.5 | $ | 25.6 | $ | 11.9 | 46.5 | % | ||||||||
Percentage of total revenues | 7.9 | % | 5.5 | % |
Nine months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Cost of product revenues | $ | 309.1 | $ | 312.7 | $ | (3.6 | ) | (1.14 | )% | |||||||
Percentage of product revenues | 70.6 | % | 71.6 | % |
Nine months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Cost of service revenues | $ | 24.6 | $ | 16.4 | $ | 8.2 | 49.7 | % | ||||||||
Percentage of service revenues | 65.5 | % | 64.1 | % |
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Nine months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Selling, general and administrative | $ | 90.3 | $ | 73.0 | $ | 17.3 | 23.7 | % | ||||||||
Percentage of revenues | 19.0 | % | 15.8 | % |
Nine months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Independent research and development | $ | 21.6 | $ | 23.5 | $ | (1.9 | ) | (8.2 | )% | |||||||
Percentage of revenues | 4.5 | % | 5.1 | % |
Amortization | ||||
(in thousands) | ||||
For the nine months ended January 1, 2010 | $ | 4,768 | ||
Expected for the remainder of fiscal year 2010 | $ | 4,598 | ||
Expected for fiscal year 2011 | 17,777 | |||
Expected for fiscal year 2012 | 16,551 | |||
Expected for fiscal year 2013 | 13,446 | |||
Expected for fiscal year 2014 | 11,705 | |||
Thereafter | 29,880 | |||
$ | 93,957 | |||
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Nine months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Revenues | $ | 284.5 | $ | 279.7 | $ | 4.7 | 1.7 | % |
Nine months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Operating profit | $ | 37.2 | $ | 39.6 | $ | (2.5 | ) | (6.2 | )% | |||||||
Percentage of segment revenue | 13.1 | % | 14.2 | % |
Nine months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Revenues | $ | 172.7 | $ | 176.4 | $ | (3.7 | ) | (2.1 | )% |
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Nine months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Operating profit | $ | 3.0 | $ | 0.6 | $ | 2.3 | 369.0 | % | ||||||||
Percentage of segment revenues | 1.7 | % | 0.4 | % |
Nine months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | increase | increase | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | (decrease) | (decrease) | ||||||||||||
Revenues | $ | 18.3 | $ | 6.5 | $ | 11.7 | 179.7 | % |
Nine months ended | Dollar | Percentage | ||||||||||||||
January 1, | January 2, | (increase) | (increase) | |||||||||||||
(in millions, except percentages) | 2010 | 2009 | decrease | decrease | ||||||||||||
Operating loss | $ | (10.2 | ) | $ | (3.3 | ) | $ | (7.0 | ) | (213.8 | )% | |||||
Percentage of segment revenues | (55.9 | )% | (49.8 | )% |
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Fiscal years ended | Dollar | Percentage | ||||||||||||||
April 3, | March 28, | increase | increase | |||||||||||||
(in millions, except percentages) | 2009 | 2008 | (decrease) | (decrease) | ||||||||||||
Revenues | $ | 628.2 | $ | 574.7 | $ | 53.5 | 9.3 | % |
Fiscal years ended | Dollar | Percentage | ||||||||||||||
April 3, | March 28, | increase | increase | |||||||||||||
(in millions, except percentages) | 2009 | 2008 | (decrease) | (decrease) | ||||||||||||
Cost of revenues | $ | 446.8 | $ | 413.5 | $ | 33.3 | 8.1 | % | ||||||||
Percentage of revenues | 71.1 | % | 72.0 | % |
Fiscal years ended | Dollar | Percentage | ||||||||||||||
April 3, | March 28, | increase | increase | |||||||||||||
(in millions, except percentages) | 2009 | 2008 | (decrease) | (decrease) | ||||||||||||
Selling, general and administrative | $ | 98.6 | $ | 76.4 | $ | 22.3 | 29.1 | % | ||||||||
Percentage of revenues | 15.7 | % | 13.3 | % |
Fiscal years ended | Dollar | Percentage | ||||||||||||||
April 3, | March 28, | increase | increase | |||||||||||||
(in millions, except percentages) | 2009 | 2008 | (decrease) | (decrease) | ||||||||||||
Independent research and development | $ | 29.6 | $ | 32.3 | $ | (2.7 | ) | (8.2 | %) | |||||||
Percentage of revenues | 4.7 | % | 5.6 | % |
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Amortization | ||||
(in thousands) | ||||
Expected for fiscal year 2010 | $ | 5,588 | ||
Expected for fiscal year 2011 | 4,826 | |||
Expected for fiscal year 2012 | 3,600 | |||
Expected for fiscal year 2013 | 1,047 | |||
Expected for fiscal year 2014 | 646 | |||
Thereafter | 948 | |||
$ | 16,655 | |||
Fiscal years ended | Dollar | Percentage | ||||||||||||||
April 3, | March 28, | increase | increase | |||||||||||||
(in millions, except percentages) | 2009 | 2008 | (decrease) | (decrease) | ||||||||||||
Revenues | $ | 388.7 | $ | 319.5 | $ | 69.1 | 21.6 | % |
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Fiscal years ended | Dollar | Percentage | ||||||||||||||
April 3, | March 28, | increase | increase | |||||||||||||
(in millions, except percentages) | 2009 | 2008 | (decrease) | (decrease) | ||||||||||||
Segment operating profit | $ | 57.0 | $ | 45.8 | $ | 11.2 | 24.5 | % | ||||||||
Percentage of segment revenues | 14.7 | % | 14.3 | % |
Fiscal years ended | Dollar | Percentage | ||||||||||||||
April 3, | March 28, | increase | increase | |||||||||||||
(in millions, except percentages) | 2009 | 2008 | (decrease) | (decrease) | ||||||||||||
Revenues | $ | 230.8 | $ | 248.3 | $ | (17.5 | ) | (7.0 | %) |
Fiscal years ended | Dollar | Percentage | ||||||||||||||
April 3, | March 28, | increase | increase | |||||||||||||
(in millions, except percentages) | 2009 | 2008 | (decrease) | (decrease) | ||||||||||||
Segment operating profit | $ | 0.1 | $ | 9.8 | $ | (9.7 | ) | (99.4 | %) | |||||||
Percentage of segment revenues | 0.0 | % | 3.9 | % |
Fiscal years ended | Dollar | Percentage | ||||||||||||||
April 3, | March 28, | increase | increase | |||||||||||||
(in millions, except percentages) | 2009 | 2008 | (decrease) | (decrease) | ||||||||||||
Revenues | $ | 8.7 | $ | 6.8 | $ | 1.9 | 27.6 | % |
Fiscal years ended | Dollar | Percentage | ||||||||||||||
April 3, | March 28, | increase | increase | |||||||||||||
(in millions, except percentages) | 2009 | 2008 | (decrease) | (decrease) | ||||||||||||
Segment operating loss | $ | (4.0 | ) | $ | (2.9 | ) | $ | (1.1 | ) | (39.5 | %) | |||||
Percentage of segment revenues | (45.8 | %) | (41.8 | %) |
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Fiscal years ended | Dollar | Percentage | ||||||||||||||
March 28, | March 30, | increase | increase | |||||||||||||
(in millions, except percentages) | 2008 | 2007 | (decrease) | (decrease) | ||||||||||||
Revenues | $ | 574.7 | $ | 516.6 | $ | 58.1 | 11.2 | % |
Fiscal years ended | Dollar | Percentage | ||||||||||||||
March 28, | March 30, | increase | increase | |||||||||||||
(in millions, except percentages) | 2008 | 2007 | (decrease) | (decrease) | ||||||||||||
Cost of revenues | $ | 413.5 | $ | 380.1 | $ | 33.4 | 8.8 | % | ||||||||
Percentage of revenues | 72.0 | % | 73.6 | % |
Fiscal years ended | Dollar | Percentage | ||||||||||||||
March 28, | March 30, | increase | increase | |||||||||||||
(in millions, except percentages) | 2008 | 2007 | (decrease) | (decrease) | ||||||||||||
Selling, general and administrative | $ | 76.4 | $ | 69.9 | $ | 6.5 | 9.3 | % | ||||||||
Percentage of revenues | 13.3 | % | 13.5 | % |
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Fiscal years ended | Dollar | Percentage | ||||||||||||||
March 28, | March 30, | increase | increase | |||||||||||||
(in millions, except percentages) | 2008 | 2007 | (decrease) | (decrease) | ||||||||||||
Independent research and development | $ | 32.3 | $ | 21.6 | $ | 10.6 | 49.2 | % | ||||||||
Percentage of revenues | 5.6 | % | 4.2 | % |
Fiscal years ended | Dollar | Percentage | ||||||||||||||
March 28, | March 30, | increase | increase | |||||||||||||
(in millions, except percentages) | 2008 | 2007 | (decrease) | (decrease) | ||||||||||||
Revenues | $ | 319.5 | $ | 278.4 | $ | 41.2 | 14.8 | % |
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Fiscal years ended | Dollar | Percentage | ||||||||||||||
March 28, | March 30, | increase | increase | |||||||||||||
(in millions, except percentages) | 2008 | 2007 | (decrease) | (decrease) | ||||||||||||
Segment operating profit | $ | 45.8 | $ | 42.8 | $ | 3.0 | 7.0 | % | ||||||||
Percentage of segment revenues | 14.3 | % | 15.4 | % |
Fiscal years ended | Dollar | Percentage | ||||||||||||||
March 28, | March 30, | increase | increase | |||||||||||||
(in millions, except percentages) | 2008 | 2007 | (decrease) | (decrease) | ||||||||||||
Revenues | $ | 248.3 | $ | 231.5 | $ | 16.8 | 7.2 | % |
Fiscal years ended | Dollar | Percentage | ||||||||||||||
March 28, | March 30, | increase | increase | |||||||||||||
(in millions, except percentages) | 2008 | 2007 | (decrease) | (decrease) | ||||||||||||
Segment operating profit | $ | 9.8 | $ | 4.3 | $ | 5.5 | 129.1 | % | ||||||||
Percentage of segment revenues | 3.9 | % | 1.8 | % |
Fiscal years ended | Dollar | Percentage | ||||||||||||||
March 28, | March 30, | increase | increase | |||||||||||||
(in millions, except percentages) | 2008 | 2007 | (decrease) | (decrease) | ||||||||||||
Revenues | $ | 6.8 | $ | 6.7 | $ | 0.1 | 1.9 | % |
Fiscal years ended | Dollar | Percentage | ||||||||||||||
March 28, | March 30, | increase | increase | |||||||||||||
(in millions, except percentages) | 2008 | 2007 | (decrease) | (decrease) | ||||||||||||
Segment operating loss | $ | (2.9 | ) | $ | (1.7 | ) | $ | (1.2 | ) | (67.8 | %) | |||||
Percentage of segment revenues | (41.8 | %) | (25.4 | %) |
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(in millions) | January 1, 2010 | April 3, 2009 | March 28, 2008 | |||||||||
Firm backlog | ||||||||||||
Government Systems segment | $ | 207.5 | $ | 225.6 | $ | 206.8 | ||||||
Commercial Networks segment | 242.4 | 238.7 | 154.5 | |||||||||
Satellite Services segment | 28.8 | 10.3 | 13.1 | |||||||||
Total | $ | 478.7 | $ | 474.6 | $ | 374.4 | ||||||
Funded backlog | ||||||||||||
Government Systems segment | $ | 190.4 | $ | 209.1 | $ | 186.1 | ||||||
Commercial Networks segment | 242.4 | 187.1 | 154.5 | |||||||||
Satellite Services segment | 28.8 | 10.3 | 13.1 | |||||||||
Total | $ | 461.6 | $ | 406.5 | $ | 353.7 | ||||||
Contract options | $ | 28.1 | $ | 25.6 | $ | 39.3 | ||||||
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For the | ||||||||||||||||||||
remainder of | ||||||||||||||||||||
fiscal year | For the fiscal years ending | |||||||||||||||||||
(in thousands) | Total | 2010 | 2011-2012 | 2013-2014 | Thereafter | |||||||||||||||
Operating leases and satellite capacity agreements | $ | 139,625 | $ | 6,160 | $ | 47,448 | $ | 42,218 | $ | 43,799 | ||||||||||
The notes (1) | 438,725 | 6,102 | 48,813 | 48,813 | 334,997 | |||||||||||||||
Line of credit | 140,000 | — | — | 140,000 | — | |||||||||||||||
Standby letters of credit | 12,155 | 4,539 | 7,616 | — | — | |||||||||||||||
Purchase commitments including satellite-related agreements | 445,278 | 73,762 | 182,153 | 45,922 | 143,441 | |||||||||||||||
Total | $ | 1,175,783 | $ | 90,563 | $ | 286,030 | $ | 276,953 | $ | 522,237 | ||||||||||
(1) | Includes total interest payments on the notes of $6.1 million for the remainder of fiscal year 2010, $48.8 million in fiscal 2011-2012, $48.8 million in fiscal 2013-2014 and $60.0 million thereafter. |
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• | Tactical Data Links. We develop and produce advanced tactical radio and information distribution systems that enable real-time collection and dissemination of video and data using secure, jam-resistant transmission links from manned aircraft, UAV, ground mobile vehicles and other remote platforms to networked communication and command centers. Key products in this category include: our MIDS terminals for military fighter jets and their successor, MIDS-J terminals, which we expect will be available in 2010; “disposable” weapon data links; portable small tactical terminals; and our EnerLinksTM digital video data links for intelligence, surveillance and reconnaissance from UAVs and ground systems. | ||
• | Information Assurance. Our information security and assurance products 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. Our encryption modules use a programmable, high-assurance architecture that can be easily upgraded in the field or integrated into existing communication networks, and are available both on a stand-alone basis and as embedded modules within our tactical radio, information distribution and other satellite communication systems and products. | ||
• | Government Satellite Communication Systems. Our government satellite communication business offers an array of portable and fixed broadband modems, terminals, network access control systems and antenna systems using a range of satellite frequency bands. Our systems and products are designed to support high-capacity broadband data links, to increase available bandwidth using existing satellite capacity, and to withstand certain catastrophic events. Our range of broadband modems, terminals and systems support high-speed broadband and multimedia transmissions over point-to-point, mesh and hub-and-spoke satellite networking systems, and include products designed for manpacks, aircraft, seagoing vessels, ground mobile vehicles and fixed applications. |
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• | Mobile Broadband Satellite Communication Systems. Our ArcLight® Ku-band mobile satellite systems and related products provide high-speed, cost-efficient broadband access while on the move via small transceivers, and are designed for use in aircraft, seagoing vessels and high-speed trains. We also sell our ArcLight mobile satellite systems to government customers as part of our government satellite communication systems business. | ||
• | Consumer Broadband. We are a leading network technology supplier for the consumer satellite market. Our SurfBeam network systems and modems enable satellite broadband access for residential or home office customers. In addition, we recently designed and developed next-generation satellite network infrastructure and ground terminals to access Ka-band broadband and high-capacity satellites, including ViaSat-1 (which is planned for launch in early 2011). During fiscal year 2009, we received our first order to produce Ka-band gateway baseband and antenna infrastructure for KA-SAT, Eutelsat’s new high-capacity Ka-band satellite, which is scheduled for launch in late 2010. In October 2009, we received a $46 million contract award from Yahsat for SurfBeam network infrastructure and initial customer premises terminals with respect to Yahsat’s new Ka-band satellite, which is expected to launch in the second half of 2011. We anticipate growing demand for Ka-band network infrastructure and ground terminals driven by increasing consumer, enterprise and government demand for low-cost, high-capacity bandwidth over Ka-band satellites. | ||
• | Satellite Networking Systems Design and Technology Development. Through our Comsat Labs division, we offer design and technology services covering all aspects of satellite communication system architecture and technology, including the analysis, design, and specification of satellites and ground systems, ASIC and MMIC design and production, and wide area network (WAN) compression for enterprise networks. | ||
• | Enterprise VSAT Networks and Products. Our enterprise Very Small Aperture Terminal (VSAT) networks and products comprise VSAT satellite systems and products designed to provide enterprises with broadband access to the internet or private networks in order to support retail point-of-sale, voice-over-IP, distance learning and other web-centric or network applications. We also offer enterprise customers related products and services to address bandwidth constraints, latency and other issues, such as our AcceleNet® WAN optimization product, which enables enterprise customers to optimize “cloud computing” services and other applications delivered over WANs. In developing countries, we also supply our enterprise VSAT networks and products to carriers to provide cellular backhaul and telephony services in under-served areas. | ||
• | Antenna Systems. We develop, design, produce, test and install turnkey ground terminals and antennas for terrestrial and satellite applications, specializing in small, low-profile, multi-band antennas for mobile satellite communications. |
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• | Mobile Broadband Service. Our mobile broadband service, YonderTM, comprises network management services for customers who use our “on-the-move” ArcLight-based mobile satellite systems. Initially limited to the United States, we expanded our Yonder service internationally during fiscal 2009 and aim to offer our Yonder service globally by the end of 2010. | ||
• | Managed Broadband Service. For everyday enterprise networking or backup protection for primary networks, our full-service managed broadband service provides reliable, high-quality broadband wireless service to enterprise customers using a combination of terrestrial and satellite connections, supported by a 24x7 call center and our network management center. | ||
• | Wholesale and Retail Broadband Services. Our WildBlue service provides two-way satellite-based broadband internet access to consumers and small businesses in the United States. We offer a range of WildBlue service plans to both wholesale and retail customers, with pricing based on maximum downstream/upstream data speeds. As of December 31, 2009, we provided WildBlue service to approximately 420,000 subscribers. In addition, following the launch of ViaSat-1, we expect to provide wholesale broadband service over ViaSat-1 in the United States at speeds and volumes that provide a broadband experience that is comparable to or better than terrestrial broadband alternatives such as cable modems and DSL connections. We expect this service to become available in 2011. We plan to offer wholesale broadband services via ViaSat-1 to national and regional distribution partners, including retail service providers and communications companies. |
• | Leading Satellite and Wireless Technology Platform. We believe our ability to design and deliver cost-effective satellite and wireless communications and networking solutions, covering both the supply of advanced communications systems, ground network equipment and end-user terminals, and the provision of managed network services, enables us to provide our government and commercial customers with a diverse portfolio of leading applications and solutions. Our product and systems offerings are often linked through common underlying technologies, customer applications and market relationships. We believe that many of the market segments in which we compete have significant barriers to entry relating to the complexity of technology, the amount of required developmental funding and the importance of existing customer relationships. We believe our history of developing complex secure satellite and wireless networking and communications technologies demonstrates that we possess the expertise and credibility required to serve the evolving technology needs of our government and commercial customers. In addition, our acquisition of WildBlue provides us with significant expertise in network management and operational and business systems support for large-scale consumer deployments. | ||
• | Blue-Chip Customer Base Supporting Substantial Backlog Growth. We generated 62% of our revenues from our government systems segment and 38% of our revenues from commercial networks and satellite services segments in fiscal 2009. Our customers include the DoD, civil agencies, defense contractors, allied foreign governments, satellite network integrators, large communications service providers and enterprises requiring complex communications and networking solutions. The credit strength of our key customers, including the U.S. government and leading aerospace and defense prime contractors, supports our consistent financial performance. Despite the recent economic downturn, our funded backlog has demonstrated significant growth. From fiscal 2006 through fiscal 2009, the CAGR of our total funded backlog was 8%, with our government systems, commercial networks and satellite services segments’ funded backlog CAGRs at 16%, 1% and 1%, respectively. The growth in our funded backlog demonstrates the continued demand for our advanced satellite and wireless communications and networking solutions. |
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• | Strong Balance Sheet and Equity Capitalization. We are well-capitalized with shareholders’ equity as of January 1, 2010 of $643.9 million, or 61% of our total capitalization. In July 2009, we increased our existing revolving line of credit from $85.0 million to $170.0 million and extended the maturity until July 2012, in October 2009 we further increased the size of our existing revolving line of credit to $210.0 million, and in March 2010 we further increased the size of our existing revolving line of credit to $275.0 million. This increase in financial flexibility along with the significant cash flow generated from our operations provides us with the liquidity to finance our ongoing capital expenditures, as well as our investment in ViaSat-1, for at least the next twelve months. | ||
• | Experienced Management Team. Our Chief Executive Officer, Mark D. Dankberg, and our Chief Technology Officers have been with the company since its inception in 1986. Mr. Dankberg is considered to be a leading expert in the field of wireless and satellite communications. In 2008, Mr. Dankberg received the prestigious AIAA Aerospace International Communication award, which recognized him for “shepherding ViaSat into a leading satellite communications company through outstanding leadership and technical expertise.” | ||
• | Innovation of Next-Generation Satellite Technology. ViaSat-1, our high-capacity Ka-band spot-beam satellite planned for launch in early 2011, is currently under construction. At the time of launch, we believe ViaSat-1 will be the highest capacity, most cost-efficient satellite in the world. With the market demonstrating increasing demand for satellite broadband services, ViaSat-1 and our associated next-generation ground segment technology are designed to significantly expand the quality, capability and availability of high-speed broadband satellite services for consumers and enterprises. In addition, we expect that our recently acquired WildBlue business will facilitate our deployment of broadband services in the United States using ViaSat-1, as well as provide a platform for the provision of network management services to international providers of satellite broadband services. | ||
• | Innovative Product Development and Cost-Efficient Business Model. Maintaining technological competencies and innovative new product development has been one of our hallmarks and continues to be critical to our success. Our research and development efforts are supported by an employee base of over 1,000 engineers and a culture that deeply values innovation. We balance an emphasis on new product development with efficient management of our capital. For example, the majority of our research and development efforts with respect to the development of new products or applications are funded by customers. In addition, we drive capital efficiencies by outsourcing a significant portion of our manufacturing to subcontractors with whom we collaborate to ensure quality control and superior finished products. |
• | Address Increasingly Larger Markets. We have focused on addressing larger markets since our inception. As we have grown our revenues, we are able to target larger opportunities and markets more credibly and more successfully. We consider several factors in selecting new market opportunities, including whether (1) there are meaningful entry barriers for new competitors (for example, specialized technologies or relationships), (2) the new market is the right size and consistent with our growth objectives, and (3) the customers in the market value our technology competence and focus, which makes us an attractive partner. | ||
• | Evolve into Adjacent Technologies and Markets. We anticipate continued organic growth into adjacent technologies and markets. We seek to increase our share in the market segments we address by selling existing or customized versions of technologies we developed for one customer base to a different market—for instance, to different segments of the government market or between government and commercial markets. In addition, we seek to expand the breadth of technologies and products we offer by selling new, but related, technologies and products to existing customers. |
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• | Enhance International Growth. International revenues represented approximately 16% of our fiscal year 2009 revenue. We believe growth in international markets represents an attractive opportunity, as we believe our comprehensive offering of satellite communications products, systems and services will be attractive to government and commercial customers on an international basis. In addition, we expect that our WildBlue business will provide a platform for the provision of network management and back-office services to international providers of satellite broadband services, capitalizing on both the strength of WildBlue’s reputation in the satellite industry globally and WildBlue’s operational expertise with respect to the commercial provision of satellite broadband services. | ||
• | Pursue Growth Through Strategic Alliances and Relationships. We have regularly entered into teaming arrangements with other government contractors to more effectively capture complex government programs, and we expect to continue to actively seek strategic relationships and ventures with companies whose financial, marketing, operational or technological resources can accelerate the introduction of new technologies and the penetration of new markets. We have also engaged in strategic relationships with companies that have innovative technologies and products, highly skilled personnel, market presence, or customer relationships and distribution channels that complement our strategy. We may continue to evaluate acquisitions of, or investments in, complementary companies, businesses, products or technologies to supplement our internal growth. |
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• | Government Sales Organization. Our government sales organization consists of both direct sales personnel who sell our standard products, and business development personnel who work with engineers, program managers, marketing managers and contract managers to identify business opportunities, develop customer relationships, develop solutions for customers’ needs, prepare proposals and negotiate contractual arrangements. The period of time from initial contact through the point of product sale and delivery can take over three years for more complex product developments. Products already in production can usually be delivered to a customer between 90 to 180 days from the point of product sale. | ||
• | Commercial Networks Sales Organization. Our commercial networks sales organization consists of sales managers and sales engineers, who act as the primary interface to establish account relationships and determine technical requirements for customer networks. In addition to our sales force, we maintain a highly trained service staff to provide technical product and service support to our customers. The sales cycle in the commercial network market is lengthy and it is not unusual for a sale to take up to 18 months from the initial contact through the execution of the agreement. The sales process often includes several network design iterations, network demonstrations and pilot networks consisting of a few sites. | ||
• | Satellite Services Sales Organization. Our satellite services sales organization includes exclusive wholesale distribution relationships with DirecTV, EchoStar and the National Rural Telecommunications Cooperative for our WildBlue satellite broadband internet service, as well as our own retail distribution channel, which sells directly to residential customers. |
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• | Strategic Partners. To augment our direct sales efforts, we seek to develop key strategic relationships to market and sell our products and services. We direct our sales and marketing efforts to our strategic partners, primarily through our senior management relationships. In some cases a strategic ally may be the prime contractor for a system or network installation and will subcontract a portion of the project to us. In other cases, the strategic ally may recommend us as the prime contractor for the design and integration of the network. We seek strategic relationships and partners based on many factors, including financial resources, technical capability, geographic location and market presence. |
• | the innovative and flexible features integrated into our products; | ||
• | the increased bandwidth efficiency offered by our networks and products; | ||
• | our network management experience; | ||
• | the cost-effectiveness of our products and services; | ||
• | our end-to-end network implementation capabilities; | ||
• | the distinct advantages of satellite data networks; | ||
• | technical advantages and advanced features of our antenna systems as compared to our competitors’ offerings; |
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• | the overall cost of our antenna systems and satellite networks, which can include equipment, installation and bandwidth costs, as compared to products offered by terrestrial and other satellite service providers; and | ||
• | our proven designs and network integration services for complex, customized network needs. |
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• | are general unsecured, senior obligations of the Company; | ||
• | are initially limited to an aggregate principal amount of $275.0 million, subject to our ability to issue Additional Notes; | ||
• | mature on September 15, 2016; | ||
• | are unconditionally guaranteed on a senior basis by each Restricted Subsidiary that currently borrows under or guarantees, and any future domestic Restricted Subsidiary that borrows under or guarantees, the Senior Credit Facility. See “Subsidiary Guarantees”; | ||
• | are issued in denominations of $2,000 and larger integral multiples of $1,000; | ||
• | are represented by one or more registered Notes in global form, but in certain circumstances may be represented by Notes in definitive form. See “Book-Entry, Delivery and Form”; | ||
• | rank equally in right of payment to any existing and future unsecured senior Indebtedness of the Company; | ||
• | are effectively subordinated to all Secured Indebtedness of the Company (including the Senior Credit Facility) to the extent of the value of the assets or property securing such Indebtedness; and | ||
• | are senior in right of payment to any future Subordinated Indebtedness of the Company to the extent that such future Subordinated Indebtedness provides by its terms that it is subordinated to the Notes. |
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• | accrues at the rate of 8.875% per annum; | ||
• | accrues from the date of original issuance or, if interest has already been paid, from the most recent interest payment date; | ||
• | is payable in cash semi-annually in arrears on March 15 and September 15; | ||
• | is payable to the holders of record on the March 1 and September 1 immediately preceding the related interest payment dates; and | ||
• | is computed on the basis of a 360-day year comprised of twelve 30-day months. |
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Year | Percentage | |||
2012 | 106.656 | % | ||
2013 | 104.438 | % | ||
2014 | 102.219 | % | ||
2015 and thereafter | 100.00 | % |
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• | outstanding Indebtedness of the Company and the Subsidiary Guarantors was $428.0 million, $140.0 million of which was secured; | ||
• | the Company had no Subordinated Obligations (other than intercompany liabilities); and | ||
• | our Non-Guarantor Subsidiaries had no principal amount of Indebtedness for borrowed money (excluding intercompany liabilities). |
• | is a general unsecured senior obligation of each Guarantor; | ||
• | ranks equally in right of payment with any existing and future senior Indebtedness of each such entity; and | ||
• | is effectively subordinated to all Secured Indebtedness (including the Guarantee of the Senior Credit Facility) of each such entity. |
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• | outstanding Indebtedness of the Subsidiary Guarantors was $0.8 million (excluding intercompany liabilities and Guarantees under the Senior Credit Facility and the Indenture), all of which was secured; and | ||
• | the Subsidiary Guarantors had no Guarantor Subordinated Obligations (other than intercompany liabilities). |
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• | “Repurchase at the Option of Holders—Sales of Assets and Subsidiary Stock,” | ||
• | “—Limitation on Indebtedness,” | ||
• | “—Limitation on Restricted Payments,” | ||
• | “—Limitation on Restrictions on Distributions from Restricted Subsidiaries,” | ||
• | “—Limitation on Affiliate Transactions,” | ||
• | “—Maintenance of Insurance” and | ||
• | Clause (4) of “—Merger and Consolidation” |
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• | upon deposit of each global note with DTC’s custodian, DTC will credit portions of the principal amount of the global note to the accounts of the DTC participants designated by the initial purchasers; and | ||
• | ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note). |
• | a limited purpose trust company organized under the laws of the State of New York; | ||
• | a “banking organization” within the meaning of the New York Banking Law; | ||
• | a member of the Federal Reserve System; | ||
• | a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and | ||
• | a “clearing agency” registered under Section 17A of the Exchange Act. |
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• | will not be entitled to have notes represented by the global note registered in their names; | ||
• | will not receive or be entitled to receive physical, certificated notes; and | ||
• | will not be considered the owners or holders of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee under the indenture. |
• | DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days; | ||
• | DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days; | ||
• | we, at our option, notify the Trustee that we elect to cause the issuance of certificated notes; or | ||
• | certain other events provided in the indenture should occur. |
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INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
157
II-1
II-2
VIASAT, INC. | ||||
By: | /s/ Mark D. Dankberg | |||
Mark D. Dankberg | ||||
Chairman and Chief Executive Officer | ||||
Signature | Title | Date | ||
/s/ Mark D. Dankberg | Chairman of the Board and Chief Executive Officer | April 15, 2010 | ||
Mark D. Dankberg | (Principal Executive Officer) | |||
/s/ Ronald G. Wangerin | Vice President and Chief nancial Officer | April 15, 2010 | ||
Ronald G. Wangerin | (Principal Financial and Accounting Officer) | |||
* | Director | April 15, 2010 | ||
Robert W. Johnson | ||||
* | Director | April 15, 2010 | ||
B. Allen Lay | ||||
* | Director | April 15, 2010 | ||
Jeffrey M. Nash | ||||
* | Director | April 15, 2010 | ||
John P. Stenbit | ||||
* | Director | April 15, 2010 | ||
Michael B. Targoff | ||||
* | Director | April 15, 2010 | ||
Harvey P. White |
* By: | /s/ Mark D. Dankberg | |||
Mark D. Dankberg | ||||
Attorney-in-Fact | ||||
VIASAT CREDIT CORP. | ||||
By: | /s/ Richard A. Baldridge | |||
Richard A. Baldridge | ||||
President | ||||
Signature | Title | Date | ||
/s/ Richard A. Baldridge | President and Director (Principal Executive Officer) | April 15, 2010 | ||
/s/ Ronald G. Wangerin | Vice President (Principal Financial and Accounting Officer) | April 15, 2010 | ||
/s/ Mark D. Dankberg | Director | April 15, 2010 | ||
/s/ Keven K. Lippert | Director | April 15, 2010 |
VIASAT SATELLITE VENTURES, LLC | ||||
By: | /s/ Mark D. Dankberg | |||
Mark. D. Dankberg | ||||
Chief Executive Officer | ||||
Signature | Title | Date | ||
/s/ Mark D. Dankberg | Chief Executive Officer (Principal Executive Officer) | April 15, 2010 | ||
/s/ Ronald G. Wangerin | Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | April 15, 2010 | ||
/s/ Mark D. Dankberg Chief Executive Officer | Sole Member and Manager | April 15, 2010 |
VSV I HOLDINGS, LLC VSV II HOLDINGS, LLC | ||||
By: | /s/ Mark D. Dankberg | |||
Mark. D. Dankberg | ||||
Chief Executive Officer | ||||
Signature | Title | Date | ||
/s/ Mark D. Dankberg | Chief Executive Officer (Principal Executive Officer) | April 15, 2010 | ||
/s/ Ronald G. Wangerin | Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | April 15, 2010 | ||
/s/ Mark D. Dankberg Chief Executive Officer | Sole Member and Manager | April 15, 2010 |
VIASAT SATELLITE VENTURES U.S. I LLC | ||||
By: | /s/ Mark D. Dankberg | |||
Mark. D. Dankberg | ||||
Chief Executive Officer | ||||
Signature | Title | Date | ||
/s/ Mark D. Dankberg | Chief Executive Officer (Principal Executive Officer) | April 15, 2010 | ||
/s/ Ronald G. Wangerin | Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | April 15, 2010 | ||
/s/ Mark D. Dankberg Chief Executive Officer | Sole Member and Manager | April 15, 2010 |
VIASAT SATELLITE VENTURES U.S. II, LLC | ||||
By: | /s/ Mark D. Dankberg | |||
Mark. D. Dankberg | ||||
Chief Executive Officer | ||||
Signature | Title | Date | ||
/s/ Mark D. Dankberg | Chief Executive Officer (Principal Executive Officer) | April 15, 2010 | ||
/s/ Ronald G. Wangerin | Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | April 15, 2010 | ||
/s/ Mark D. Dankberg Chief Executive Officer | Sole Member and Manager | April 15, 2010 |
WILDBLUE HOLDING, INC. | ||||
By: | /s/ Richard A. Baldridge | |||
Richard A. Baldridge | ||||
President, Chief Executive Officer and Director | ||||
Signature | Title | Date | ||
/s/ Richard A. Baldridge | President, Chief Executive Officer and Director (Principal Executive Officer) | April 15, 2010 | ||
/s/ Ronald G. Wangerin | Vice President and Treasurer (Principal Financial and Accounting Officer) | April 15, 2010 | ||
/s/ Keven K. Lippert | Vice President, Secretary and Director | April 15, 2010 | ||
/s/ Mark D. Dankberg | Director | April 15, 2010 |
WILDBLUE COMMUNICATIONS, INC. | ||||
By: | /s/ Richard A. Baldridge | |||
Richard A. Baldridge Chief Executive Officer and Director | ||||
Signature | Title | Date | ||
/s/ Richard A. Baldridge | Chief Executive Officer and Director (Principal Executive Officer) | April 15, 2010 | ||
/s/ Ronald G. Wangerin | Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | April 15, 2010 | ||
/s/ Keven K. Lippert | Vice President, Secretary and Director | April 15, 2010 | ||
/s/ Mark D. Dankberg | Director | April 15, 2010 |
WB HOLDINGS 1 LLC | ||||
By: | /s/ Richard A. Baldridge | |||
Richard A. Baldridge | ||||
President, Chief Executive Officer | ||||
Signature | Title | Date | ||
/s/ Richard A. Baldridge | Chief Executive Officer (Principal Executive Officer) | April 15, 2010 | ||
/s/ Ronald G. Wangerin | Vice President and Treasurer (Principal Financial and Accounting Officer) | April 15, 2010 | ||
/s/ Richard A. Baldridge President and Chief Executive Officer | Sole Member and Manager | April 15, 2010 |
Filed or | ||||||||||||||||
Exhibit | Incorporated by Reference | Furnished | Previously | |||||||||||||
Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Herewith | Filed | |||||||||
3.1 | Second Amended and Restated Certificate of Incorporation of ViaSat, Inc. | 10-Q | 000-21767 | 3.1 | 11/14/2000 | |||||||||||
3.2 | First Amended and Restated Bylaws of ViaSat, Inc. | S-3 | 333-116468 | 3.2 | 06/14/2004 | |||||||||||
4.1 | Indenture, dated as of October 22, 2009, among ViaSat, Inc., ViaSat Credit Corp., Enerdyne Technologies, Inc., ViaSat Satellite Ventures, LLC, VSV I Holdings, LLC, VSV II Holdings, LLC, ViaSat Satellite Ventures U.S. I, LLC, ViaSat Satellite Ventures U.S. II, LLC, and Wilmington Trust FSB, as trustee (including the form of the 8.875% Senior Note due 2016) | 8-K | 000-21767 | 4.1 | 10/22/2009 | |||||||||||
4.2 | Form of 8.875% Senior Note of ViaSat, Inc. due 2016 (attached as Exhibit A to the Indenture incorporated by reference as Exhibit 4.2 hereto). | 8-K | 000-21767 | 4.1 | 10/22/2009 | |||||||||||
4.3 | Registration Rights Agreement, dated as of October 22, 2009, among ViaSat, Inc., ViaSat Credit Corp., Enerdyne Technologies, Inc., ViaSat Satellite Ventures, LLC, VSV I Holdings, LLC, VSV II Holdings, LLC, ViaSat Satellite Ventures U.S. I, LLC, ViaSat Satellite Ventures U.S. II, LLC, J.P. Morgan Securities Inc., Banc of America Securities LLC, Wells Fargo Securities, LLC, Oppenheimer & Co. Inc. and Stephens Inc. | 8-K | 000-21767 | 4.2 | 10/22/2009 | |||||||||||
5.1 | Opinion of Latham & Watkins LLP. | X | ||||||||||||||
5.2 | Opinion of Snell & Wilmer LLP. | X | ||||||||||||||
12.1 | Computation of Ratio of Earnings to Fixed Charges. | X |
Filed or | ||||||||||||||||
Exhibit | Incorporated by Reference | Furnished | Previously | |||||||||||||
Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Herewith | Filed | |||||||||
21.1 | Subsidiaries. | X | ||||||||||||||
23.1 | Consent of Latham & Watkins LLP (reference is made to Exhibit 5.1). | X | ||||||||||||||
23.2 | Consent of Snell & Wilmer LLP (reference is made to Exhibit 5.2). | X | ||||||||||||||
23.3 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. | X | ||||||||||||||
23.4 | Consent of KPMG LLP, independent accountant. | X | ||||||||||||||
24.1 | Powers of Attorney (contained on the signature page of this registration statement). | X | ||||||||||||||
25.1 | Statement of Eligibility on Form T-1 of Wilmington Trust FSB, as the Trustee under the Indenture. | X | ||||||||||||||
99.1 | Form of Letter of Transmittal. | X | ||||||||||||||
99.2 | Form of Notice of Guaranteed Delivery. | X | ||||||||||||||
99.3 | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. | X | ||||||||||||||
99.4 | Form of Instructions from Beneficial Owners to Registered Holders and DTC Participants. | X | ||||||||||||||
99.5 | Form of Letter to Clients. | X | ||||||||||||||
99.6 | Form of Exchange Agent Agreement. | X |