Attached files
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EX-31.2 - EX-31.2 - GeoEye, Inc. | w78419exv31w2.htm |
EX-32.2 - EX-32.2 - GeoEye, Inc. | w78419exv32w2.htm |
EX-32.1 - EX-32.1 - GeoEye, Inc. | w78419exv32w1.htm |
EX-31.1 - EX-31.1 - GeoEye, Inc. | w78419exv31w1.htm |
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-Q
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended March 31, 2010 | ||
OR
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Commission File Number
001-33015
GeoEye, Inc.
(Exact name of registrant as
specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
20-2759725 (I.R.S. Employer Identification No.) |
|
21700 Atlantic Boulevard Dulles, VA (Address of principal executive offices) |
20166 (Zip Code) |
(703) 480-7500
(Registrants telephone
number, including area code)
None
(Former name, former address and
former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant
was required to submit and post such
files). Yes o No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act.
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
The number of shares outstanding of Common Stock, par value
$0.01, as of May 7, 2010 was 22,065,638 shares.
TABLE OF
CONTENTS
In this quarterly report, GeoEye, the
Company, we, our, and
us refer to GeoEye, Inc. and its subsidiaries.
We own or have rights to various copyrights, trademarks, and
trade names used in our business, including the following:
GEOEYE®;
IKONOS®;
MJ
HARDEN®;
ORBIMAGE®;
ORBVIEW®;
ROADTRACKER®;
GEOEYE
FOUNDATIONtm;
GEOPROFESSIONALtm;
GEOSTEREOtm;
GEOFUSEtm;
EYEQtm;
EYEONtm;
SEASTAR(SM);
SEASTAR FISHERIES INFORMATION
SERVICE(SM);
MARINE INFORMATION
SERVICE(SM);
MASTERCASTtm;
OCEAN MONITORING
SERVICE(SM);
ORBBUOYtm;
ORBMAPtm;
TRUSTED IMAGERY
EXPERTStm;
and VESSEL
TRACKINGtm;
2
PART I
FINANCIAL INFORMATION
Item 1. | Financial Statements. |
GEOEYE,
INC.
March 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
(Unaudited) | ||||||||
(In thousands) | ||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 227,509 | $ | 208,872 | ||||
Accounts receivable trade and unbilled receivables
(net of allowances: 2010 $1,140; 2009
$923)
|
36,320 | 32,578 | ||||||
Income tax receivable
|
33,439 | 40,237 | ||||||
Restricted cash
|
51,716 | 52,268 | ||||||
Prepaid expenses
|
6,460 | 5,898 | ||||||
Other current assets
|
11,276 | 10,938 | ||||||
Total current assets
|
366,720 | 350,791 | ||||||
Property, plant and equipment, net
|
28,147 | 25,381 | ||||||
Satellites and related ground systems, net
|
528,095 | 505,035 | ||||||
Goodwill
|
34,264 | 34,264 | ||||||
Intangible assets, net
|
11,024 | 11,685 | ||||||
Non-current restricted cash
|
12,666 | 13,653 | ||||||
Other non-current assets
|
11,692 | 6,398 | ||||||
Total assets
|
$ | 992,608 | $ | 947,207 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$ | 49,297 | $ | 33,997 | ||||
Current portion of deferred revenue
|
53,982 | 52,221 | ||||||
Current deferred tax liabilities
|
4,744 | 4,744 | ||||||
Current portion of long term debt
|
| 497 | ||||||
Other current liabilities
|
12,568 | | ||||||
Total current liabilities
|
120,591 | 91,459 | ||||||
Long-term debt
|
381,204 | 380,594 | ||||||
Long-term deferred revenue, net of current portion
|
187,462 | 192,313 | ||||||
Non-current income tax reserve
|
248 | 248 | ||||||
Deferred tax liabilities
|
2,078 | 2,078 | ||||||
Other non-current liabilities
|
487 | 560 | ||||||
Total liabilities
|
692,070 | 667,252 | ||||||
Commitments and contingencies
|
| | ||||||
Stockholders equity:
|
||||||||
Common stock
|
221 | 199 | ||||||
Additional paid-in capital
|
247,775 | 227,988 | ||||||
Retained earnings
|
52,542 | 51,768 | ||||||
Total stockholders equity
|
300,538 | 279,955 | ||||||
Total liabilities and stockholders equity
|
$ | 992,608 | $ | 947,207 | ||||
See Notes to Unaudited Condensed Consolidated Financial
Statements.
3
GEOEYE,
INC.
Three Months Ended March 31, | ||||||||
2010 | 2009 | |||||||
(In thousands, except per share amounts) | ||||||||
Revenues
|
$ | 80,389 | $ | 45,211 | ||||
Operating expenses:
|
||||||||
Direct costs of revenue (exclusive of depreciation and
amortization)
|
24,481 | 23,592 | ||||||
Depreciation and amortization
|
16,022 | 8,460 | ||||||
Selling, general and administrative
|
13,382 | 11,454 | ||||||
Total operating expenses
|
53,885 | 43,506 | ||||||
Income from operations
|
26,504 | 1,705 | ||||||
Interest expense, net
|
(8,243 | ) | (5,562 | ) | ||||
Other non-operating expense
|
(10,474 | ) | | |||||
Loss from early extinguishment of debt
|
(37 | ) | | |||||
Income (loss) before provision (benefit) for income taxes
|
7,750 | (3,857 | ) | |||||
(Provision) benefit for income taxes
|
(6,976 | ) | 2,120 | |||||
Net income (loss)
|
$ | 774 | $ | (1,737 | ) | |||
Earnings (loss) per share
|
||||||||
Basic
|
$ | 0.04 | $ | (0.09 | ) | |||
Diluted
|
$ | 0.04 | $ | (0.09 | ) | |||
Shares used to compute basic earnings per share
|
21,068 | 18,469 | ||||||
Shares used to compute diluted earnings per share
|
21,687 | 18,469 |
See Notes to Unaudited Condensed Consolidated Financial
Statements.
4
GEOEYE,
INC.
Three Months Ended March 31, | ||||||||
2010 | 2009 | |||||||
(In thousands) | ||||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$ | 774 | $ | (1,737 | ) | |||
Adjustments to reconcile net loss to net cash provided by (used
in) operating activities:
|
||||||||
Depreciation and amortization
|
16,022 | 8,460 | ||||||
Non-cash recognition of deferred revenue
|
(7,884 | ) | (2,947 | ) | ||||
Non-cash amortization of deferred costs
|
1,056 | | ||||||
Amortization of debt discount and issuance costs
|
715 | 883 | ||||||
Loss on early extinguishment of debt
|
37 | | ||||||
Bad debt expense
|
325 | | ||||||
Change in fair value of financial instruments
|
10,474 | 11 | ||||||
Stock-based compensation
|
993 | 472 | ||||||
Changes in assets and liabilities:
|
||||||||
Accounts receivable and other current assets
|
(4,565 | ) | (12,790 | ) | ||||
Net transfer from restricted cash
|
1,005 | | ||||||
Other assets
|
(267 | ) | (179 | ) | ||||
Accounts payable and current liabilities
|
1,193 | (9,789 | ) | |||||
Income taxes receivable/payable and reserves
|
6,798 | (708 | ) | |||||
Deferred revenue and other long term liabilities
|
4,794 | 19,049 | ||||||
Net cash provided by operating activities
|
31,470 | 725 | ||||||
Cash flows from investing activities:
|
||||||||
Capital expenditures
|
(28,773 | ) | (17,319 | ) | ||||
Redemption of short term investments
|
| 1,250 | ||||||
Net cash used in investing activities
|
(28,773 | ) | (16,069 | ) | ||||
Cash flows from financing activities:
|
||||||||
Prepaid financing costs
|
(2,888 | ) | | |||||
Proceeds from exercise of stock options and warrants
|
18,828 | 1,742 | ||||||
Net cash provided by financing activities
|
15,940 | 1,742 | ||||||
Net increase (decrease) in cash and cash equivalents
|
18,637 | (13,602 | ) | |||||
Cash and cash equivalents, beginning of period
|
208,872 | 106,733 | ||||||
Cash and cash equivalents, end of period
|
$ | 227,509 | $ | 93,131 | ||||
Supplemental disclosures of cash flow information:
|
||||||||
Interest paid, net of capitalized interest
|
$ | 35 | $ | 15,817 | ||||
Income taxes paid
|
3,105 | 88 | ||||||
Non- cash surrender of common stock to cover tax liability
|
(12 | ) | (266 | ) |
See Notes to Unaudited Condensed Consolidated Financial
Statements.
5
GEOEYE,
INC.
(1) | General |
Business
GeoEye is a leading commercial provider of highest accuracy,
highest resolution Earth imagery as well as a provider of image
processing services and imagery information products to
U.S. and foreign government defense and intelligence
organizations, domestic federal and foreign civil agencies and
commercial customers. We own and operate three Earth-imaging
satellites-GeoEye-1, IKONOS and Orbview-2-and three fixed-wing
aircraft with advanced high-resolution imagery collection
capabilities. GeoEye-1 is the worlds highest resolution
and most accurate commercial imaging satellite. In addition to
our imagery collection capacities, we are a global leader in the
creation of enhanced satellite imagery information products and
services. We operate four high-resolution image processing and
production facilities, which can process, manage, analyze and
share imagery from any commercial or government satellite. Our
satellite and aerial imagery products and services provide our
customers with timely and accurate location intelligence,
enabling them to analyze, monitor and map to their needs and
demands. We serve a growing global market that requires
high-resolution imagery and precision mapping products for
applications such as national defense and intelligence, online
mapping, environmental monitoring and resource management,
energy exploration, asset monitoring, urban planning,
infrastructure planning and monitoring, disaster preparedness
and emergency response. This enables us to deliver a
comprehensive range of imaging products and services to our
diverse customer base.
Basis
of Presentation
The condensed consolidated financial statements of GeoEye have
been prepared in accordance with the rules and regulations of
the Securities and Exchange Commission, or SEC. The financial
information included herein, other than the condensed
consolidated balance sheet as of December 31, 2009, has
been prepared without audit. The condensed consolidated balance
sheet as of December 31, 2009 has been derived from, but
does not include all the disclosures contained in, the audited
consolidated financial statements for the year ended
December 31, 2009. In the opinion of management, these
unaudited condensed consolidated financial statements include
all adjustments and accruals that are necessary for a fair
presentation of the results of all interim periods presented
herein and are of a normal recurring nature.
These condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements and
accompanying notes included in GeoEyes Annual Report on
Form 10-K
for the year ended December 31, 2009. The results of
operations for the interim period presented are not necessarily
indicative of the results that may be expected for the year
ending December 31, 2010.
Additionally, certain amounts in the prior period have been
reclassified to conform to the current period presentation.
Principles
of Consolidation
The condensed consolidated financial statements include the
accounts of GeoEye and all of its wholly-owned subsidiaries. All
intercompany transactions and balances have been eliminated in
consolidation.
Use of
Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States,
or GAAP, requires management to make judgments, estimates and
assumptions that affect the amount reported in the
Companys condensed consolidated financial statements and
accompanying notes. Actual results could differ materially from
those estimates.
6
GEOEYE,
INC.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Restricted
Cash
The Company is party to irrevocable standby letters of credit,
in connection with contracts between GeoEye and various
customers, in the ordinary course of business to serve as
performance obligation guarantees. As of March 31, 2010,
the Company had $16.6 million classified as restricted cash
as a result of these irrevocable standby letters of credit.
Approximately $3.9 million is available within one year and
is classified as current, and the remaining $12.7 million
is available quarterly through 2014.
In connection with the issuance of the 2015 Notes (See
Note 6) during the fourth quarter of 2009, the Company
deposited $47.8 million of the net proceeds into a
restricted cash account. These restricted proceeds are only
available to finance a portion of the costs of constructing a
new high-resolution satellite if the Company is selected by the
National Geospatial-Intelligence Agency, or the NGA, for an
award with respect to a new satellite. In the event the Company
is not awarded a new satellite contract by the NGA, the Company
must make an offer to repurchase notes for $47.8 million
which may be accepted in whole or in part at the option of the
note holders.
New
Accounting Pronouncements
In October 2009, the FASB issued revised guidance on revenue
from multiple deliverable arrangements including principles and
application guidance on whether multiple deliverables exist, how
the arrangement should be separated and the allocation of the
consideration. Additionally, this revised guidance requires an
entity to allocate revenue in multiple-element arrangements
using estimated selling prices of deliverables if
vendor-specific or other third-party evidence of value is not
available. The new guidance is to be applied on a prospective
basis for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15,
2010, with earlier adoption permitted. We are currently
evaluating the impact of this accounting guidance and do not
expect any significant impact on our consolidated financial
statements.
In January 2010, the FASB issued new guidance that requires new
disclosures for fair value measurements and provides
clarification for existing disclosures requirements. More
specifically, it requires reporting entities to 1) disclose
separately the amount of significant transfers into and out of
Level 1 and Level 2 fair-value measurements and to
describe the reasons for the transfers and 2) provide
information on purchases, sales, issuances and settlements on a
gross basis rather than net in the reconciliation of
Level 3 fair-value measurements. This guidance is effective
for interim and annual reporting periods beginning after
December 15, 2009 except for the Level 3 fair-value
measurements disclosures that are effective for fiscal years
beginning after December 15, 2010. The adoption of the
updated guidance did not have an effect on the Companys
consolidated results of operations, financial condition or cash
flow during the first quarter of 2010.
In March 2010, the Patient Protection and Affordable Care Act
(PPACA) and the Health Care and Education Reconciliation Act
were both signed into law. While the new law may impact our
healthcare plan, we currently believe this impact will not be
material. We will continue to review the impact of the new
healthcare legislation.
(2) | NextView Program |
The U.S. Government, through the National
Geospatial-Intelligence Agency, or NGA, announced in March 2003
that it intended to support, through the NextView program, the
continued development of the commercial satellite imagery
industry through contracts to support the engineering,
construction and launch of the next generation of imagery
satellites by two providers. Under the NextView program, GeoEye
constructed a new satellite, GeoEye-1. GeoEye-1 was launched in
September 2008 and started commercial operations and obtained
certification from the NGA in February 2009, at which point the
satellite commenced full operations. Total final capitalized
costs (including financing and launch insurance costs) of the
GeoEye-1 satellite and related ground systems incurred was
$478.3 million.
We deliver imagery to the NGA under the NextView program
pursuant to a Service Level Agreement, or SLA. Under the
SLA, GeoEye began delivering imagery to the NGA in the first
quarter of 2009 and recognized
7
GEOEYE,
INC.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
$37.1 million and $14.5 million of imagery revenue
during the three months ended March 31, 2010 and 2009,
respectively. On March 1, 2010, the Company signed a
modification to its SLA with the NGA. The modification
restructures the option for the NGA to extend the term of the
SLA beyond March 31, 2010. The original option, if
exercised by the NGA, provided for a single nine-month extension
from April 1, 2010 to December 31, 2010. The SLA has
been extended through June 30, 2010, followed by six
additional one-month option periods, with the last option term
expiring on December 31, 2010. Although we expect the
U.S. Government to exercise the additional options to
extend the NextView agreement or that we will enter into a new
agreement with the NGA, there can be no assurances that either
such event will occur or that the U.S. Government will
continue to purchase imagery from us at its current level, if at
all.
(3) | Property, Plant and Equipment |
Property, plant and equipment consisted of the following (in
thousands):
March 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
Land and buildings
|
$ | 7,239 | $ | 7,239 | ||||
Furniture, computers and equipment
|
33,685 | 31,970 | ||||||
Leasehold improvements
|
3,342 | 3,342 | ||||||
Vehicles and airplanes
|
2,228 | 2,096 | ||||||
Accumulated depreciation
|
(22,589 | ) | (20,419 | ) | ||||
Subtotal
|
23,905 | 24,228 | ||||||
Property, plant and equipment in process
|
4,242 | 1,153 | ||||||
Property, plant and equipment, net
|
$ | 28,147 | $ | 25,381 | ||||
We record property, plant and equipment at cost. We also
capitalize certain internal and external software development
costs incurred to develop software for internal use. Costs of
major enhancements to internal use software are capitalized
while routine maintenance of existing software is charged to
expense as incurred. Depreciation expense related to property,
plant and equipment was $2.2 million and $1.6 million
for the three months ended March 31, 2010 and 2009,
respectively.
(4) | Satellites and Related Ground Systems |
Satellites and related ground systems consist of the following
(in thousands):
March 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
Satellites
|
$ | 414,158 | $ | 416,658 | ||||
Ground systems
|
83,728 | 83,728 | ||||||
Accumulated depreciation
|
(78,018 | ) | (64,827 | ) | ||||
Subtotal
|
419,868 | 435,559 | ||||||
Satellites and ground systems in process
|
108,227 | 69,476 | ||||||
Satelllites and related ground systems, net
|
$ | 528,095 | $ | 505,035 | ||||
The capitalized costs of the Companys satellites and
related ground systems include internal and external direct
labor costs, internally developed software, material and
depreciation costs related to assets that support the
satellites construction and development. The cost of the
Companys satellites also includes capitalized interest
incurred during the construction, development and initial
in-orbit testing period. The launch insurance premiums,
8
GEOEYE,
INC.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
including the period from launch through in-orbit calibration
and commissioning, have been capitalized as part of the cost of
the satellites and are amortized over the useful life of the
satellites.
On March 9, 2010, the Company announced the selection of
Lockheed Martin Space Systems Company to build GeoEye-2, our
next Earth imaging satellite. Total capitalized costs related to
the Companys development efforts to build GeoEye-2, were
$104.2 million and $66.8 million at March 31,
2010 and December 31, 2009, respectively. Approximately
$11.0 million of this amount was payable to subcontractors
as of March 31, 2010.
The Company maintains insurance policies for GeoEye-1 with both
full coverage and total-loss-only coverage in compliance with
our indenture. As of March 31, 2010, we carried
$250.0 million in-orbit insurance on GeoEye-1, comprised in
part by $187.0 million of full coverage to be paid if
GeoEye-1s capabilities become impaired as measured against
a set of specifications; of such coverage, $20.0 million
expires on September 6, 2010, $117.0 million expires
December 1, 2010 and $50.0 million expires
September 6, 2011. We also carry $63.0 million of
insurance in the event of a total loss of the satellite, which
expires December 1, 2010.
Total satellite and related ground systems depreciation expense
was $13.2 million and $6.2 million for the three
months ended March 31, 2010 and 2009, respectively.
(5) | Income Taxes |
The Companys effective tax rate was 38.3% and 37.6% before
discrete items for the three months ended March 31, 2010
and 2009, respectively. Income tax expense (benefit) was
$7.0 million and ($2.1) million including discrete
items for the three months ended March 31, 2010 and 2009,
respectively. The Companys effective tax rate exclusive of
discrete items differs from the federal tax rate primarily due
to state and local income taxes.
The impact of the Preferred Stock Commitment (see
Note 7) is not deductible for income tax purposes and
will result in a permanent difference between book and tax
reporting.
(6) | Debt |
On October 9, 2009, the Company issued $400.0 million
aggregate principal, net of original issue discount of
$20.0 million, of 9.625% Senior Secured Notes due
October 1, 2015, or 2015 Notes. Interest is payable on the
2015 Notes semi-annually in arrears on April 1 and October 1 of
each year. At any time on or after October 1, 2013, the
Company may, on one or more occasions, redeem all or part of the
2015 Notes at 104.813% of principal for the subsequent
12-month
period and at 100% of principal on October 1, 2014 and
thereafter.
The 2015 Notes issued by the Company are unconditionally
guaranteed jointly and severally, on a senior secured basis, by
all existing and future domestic restricted subsidiaries of the
Company (the Guarantor Subsidiaries). Except for minor
investment in a foreign subsidiary, the Company does not have
any independent assets or operations other than its ownership in
all of the capital stock of its Guarantor Subsidiaries. Since
inception, all of the Companys operations have been
conducted through its wholly-owned subsidiaries.
Interest
Expense, Net
The composition of interest expense, net, was as follows (in
thousands):
Three Months Ended March 31, | ||||||||
2010 | 2009 | |||||||
Interest expense
|
$ | 10,322 | $ | 8,706 | ||||
Capitalized interest
|
(2,030 | ) | (2,919 | ) | ||||
Interest income
|
(49 | ) | (225 | ) | ||||
Total interest expense, net
|
$ | 8,243 | $ | 5,562 | ||||
9
GEOEYE,
INC.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Interest expense, net, primarily includes interest expense on
our 2015 Notes and 2012 Notes for the three months ended
March 31, 2010 and 2009 respectively. Interest expense, net
also includes amortized prepaid financing costs, amortization of
debt discount, market adjustments to fair value of the related
derivative instruments and excludes capitalized interest expense
associated with the construction of the satellites and related
ground systems and interest income.
(7) | Preferred Stock and Senior Unsecured Commitment |
Preferred
Stock
On March 4, 2010, the Company entered into a binding
commitment with Cerberus Capital Management, L.P. (Cerberus) to
purchase preferred stock and provide debt financing, the
proceeds of which will be used for development and launch of
GeoEye-2. Under the commitment, the Company paid a
non-refundable commitment fee of 2% or $2.0 million which
is included in the consolidated balance sheet as other
non-current assets.
On March 22, 2010, the Company memorialized the commitment
by entering into a Stock Purchase Agreement with Cerberus
pursuant to which Cerberus agreed to purchase from the Company
and the Company agreed to sell to Cerberus, subject to certain
conditions, (i) up to 115,000 shares of a newly issued
series of convertible preferred stock of the Company (Preferred
Stock), having an initial liquidation preference of $1,000 per
share (Equity Financing) and (ii) if the Company so elects,
$100.0 million in aggregate principal amount of newly
issued senior unsecured notes (Senior Unsecured Notes) of the
Company. The Preferred Stock would represent an ownership
interest, assuming conversion of the Preferred Stock to the
Companys common stock (Common Stock), of approximately
15.0% as of March 31, 2010. If consummated, and other than
in the case that the Company is awarded the EnhancedView
Contract on a non-conforming basis (i.e., without a
requirement for posting the funded letter of credit in
connection with the award), the Equity Financing would provide
the Company with gross proceeds of up to $112.13 million.
If the Company is awarded the EnhancedView Contract without the
letter of credit requirement, the Company will no longer be
obligated to issue 115,000 shares of Preferred Stock to
Cerberus, but Cerberus will have the option to purchase
80,000 shares of Preferred Stock which would result in
gross proceeds to the Company of up to $78.0 million.
Under the terms of the Stock Purchase Agreement, the holders of
the Preferred Stock may convert the Preferred Stock at any time,
in whole or in part, into shares of Common Stock, at a
conversion price of $30.00 per share of Common Stock, subject to
adjustment and customary anti-dilution adjustments (the
Conversion Price). In no event shall the Conversion
Price fall below $25.55, except for adjustments for stock
splits, reverse stock splits and similar events. No conversion
of Preferred Stock will be permitted to the extent that
(i) Cerberus would individually (or as a member of a group)
hold in excess of 19.99% of the Companys voting power
after the proposed conversion or (ii) the aggregate shares
of Common Stock underlying the Preferred Stock owned by Cerberus
(or as a member of a group) would at such time exceed 19.99% of
the Companys aggregate outstanding Common Stock.
The Company may, at its option, redeem the Preferred Stock at a
price equal to the liquidation amount, plus accrued but unpaid
dividends to the redemption date on or after six years from the
date on which the Preferred Stock is issued, at such time as
(i) the average trading price for the Common Stock is equal
to or greater than $52.50 for a period of 30 or more consecutive
trading days immediately preceding the call for redemption and
(ii) the Common Stock underlying the Preferred Stock is
registered on an effective registration statement. Dividends on
the Preferred Stock are payable at the rate of 5% per annum,
payable in cash (at the Companys option, when, as and if
declared by the Company) or in addition to the aggregate
liquidation preference of the Preferred Stock. The holders of
the Preferred Stock will also be entitled to participate on an
as converted basis in any dividends payable on the Common Stock.
Holders of the Preferred Stock will vote with the Common Stock
on an as-converted basis. However, Cerberus will not be
permitted to vote with Preferred Stock to the extent it would
result in Cerberus voting more than an equivalent of 19.99% of
the Companys outstanding voting securities. As long as
Cerberus either (i) owns at least 50% of the Preferred
Stock (or Common Stock issuable upon conversion thereof) or
(ii) owns Preferred Stock
10
GEOEYE,
INC.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
representing at least 7.5% of the Companys outstanding
voting securities, on a fully-converted basis, it will be
entitled to appoint one director to the Companys Board of
Directors. In addition, as long as Cerberus either (i) owns
at least 50% of the Preferred Stock (or Common Stock issuable
upon conversion thereof) or (ii) owns Preferred Stock
representing at least 5% of the Companys outstanding
voting securities, on a fully-converted basis, it will be
entitled to appoint one observer to attend all meetings of the
Companys Board of Directors. In the event of a change in
control of the Company, Cerberus will have the option to cause
the Company to redeem their Preferred Stock and receive in cash,
the greater of (i) the fair value of the consideration that
would have been received had such Preferred Stock been converted
to common stock immediately prior to consummation of such
transaction or (ii) 115.0% of the then-applicable
liquidation preference of such Preferred Stock, plus any
declared but unpaid dividends.
The Preferred Stock Commitment represents an arms length
exchange of value between the Company and Cerberus that contains
multiple elements. The Preferred Stock Commitment is comprised
of a Contingent Forward Sale of 115,000 shares of Preferred
Stock, a Contingent Written Call option on 80,000 shares of
Preferred Stock and a $2.3 million contingent fee payment
by the Company. All elements of the Preferred Stock Commitment
were executed together in contemplation of each other. As such,
the Preferred Stock Commitment is a single unit of account with
three distinct mutually exclusive settlement alternatives.
The Preferred Stock Commitment represents an obligation of the
Company to issues shares of Preferred Stock that are redeemable
for cash by the Company upon conditional events that are outside
of the Companys control. As such the Preferred Stock
Commitment is within the scope of the recognition guidance on
distinguishing liabilities from equity as it represents a
financial instrument, not in the form of a share, which contains
a conditional obligation on the part of the Company to redeem
its equity shares by transferring assets in the future. This
guidance on distinguishing liabilities from equity states that
items within its scope shall be presented as liabilities (or
assets in some circumstances) and shall be initially and
subsequently measured at fair value.
The Preferred Stock Commitment was initially valued at
$2.1 million at March 4, 2010 and subsequently valued
at $12.6 million at March 31, 2010 and is included in
the consolidated balance sheet as other current liabilities. The
change in the value of the commitment was recorded in earnings
in accordance with the subsequent measurement guidance on
distinguishing liabilities from equity. The Company concluded
the initial value transferred through the Preferred Stock
Commitment represented a cost of securing the Loan Commitment,
and therefore, the Company recorded the $2.1 million at
March 4, 2010 as a deferred charge.
Senior
Unsecured Notes
Additionally, on March 22, 2010, the Company entered into a
Notes Purchase Agreement with Cerberus pursuant to which
Cerberus agreed to purchase and the Company, at its option,
agreed to sell $100.0 million in aggregate principal amount
of newly issued Senior Unsecured Notes of the Company. Under the
terms of the Notes Purchase Agreement, if the Company exercises
its right to sell the Senior Unsecured Notes, the Senior
Unsecured Notes will mature on April 1, 2016 and will bear
interest at a rate of 8% plus the greater of three-month LIBOR
or 2%. The Companys obligations under the Senior Unsecured
Notes will be guaranteed by the Companys existing and
subsequently acquired or formed U.S. subsidiaries. On or
after three years from the date on which the Senior Unsecured
Notes are issued, the Company may, at its option, at any time or
from time to time, redeem, all or part, of the Senior Unsecured
Notes at redemption prices equal to 105% after the third
anniversary, 102.5% after the fourth anniversary or 100% after
the fifth anniversary, as applicable, plus accrued and unpaid
interest. There is no requirement to draw down the Senior
Unsecured Notes and partial draws are permitted, with some
limitations. However, if a partial draw is made under the Senior
Unsecured Notes, the Company is obligated to draw the entire
$100.0 million aggregate principal amount on or prior to
June 30, 2011.
(8) | Fair Value Measurements |
In 2008, the Company adopted the fair value measurement
guidance, which defines fair value as the price that would be
received in the sale of an asset or paid to transfer a liability
in an orderly transaction between market
11
GEOEYE,
INC.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
participants at the measurement date. The guidance requires
disclosure of the extent to which fair value is used to measure
financial assets and liabilities, the inputs utilized in
calculating valuation measurements, and the effect of the
measurement of significant unobservable inputs on earnings, or
changes in net assets, as of the measurement date. There is an
established hierarchy for inputs used in measuring fair value
that maximizes the use of observable inputs and minimizes the
use of unobservable inputs by requiring that the most observable
inputs be used when available. There are three levels of inputs
that may be used to measure fair value:
Level 1: quoted prices (unadjusted) in active markets for
identical assets or liabilities
Level 2: observable prices that are based on inputs not
quoted on active markets, but corroborated by market data
Level 3: unobservable inputs are used when little or no
market data is available
GeoEyes financial instruments include cash and cash
equivalents, restricted cash, accounts receivable, accounts
payable, accrued liabilities, debt and the Cerberus preferred
stock commitment. The carrying amounts of cash and cash
equivalents, restricted cash, accounts receivable, accounts
payable and accrued liabilities approximate their respective
fair values due to their short-term nature. The Company records
debt at cost, net of debt discount and issuance costs. The
preferred stock commitment was recorded at fair value as of
March 31, 2010.
At March 31, 2010, financial assets that were required to
be measured for disclosure purposes at fair value on a recurring
basis consisted of cash and cash equivalents, restricted cash,
accounts receivable, accounts payable, accrued liabilities, debt
and the Cerberus preferred stock commitment.
The following table provides information about the financial
liabilities measured at fair value on a recurring basis (in
millions):
March 31, 2010 | December 31, 2009 | |||||||||||||||
Carrying |
Estimated |
Carrying |
Estimated |
|||||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||||
Preferred Stock Commitment
|
$ | 12.6 | $ | 12.6 | $ | | $ | | ||||||||
Senior Secured Notes (due 2015)
|
381.2 | 412.0 | 380.6 | 411.5 | ||||||||||||
Senior Secured Floating Notes (due 2012)
|
| | 0.5 | 0.5 |
The Preferred Stock Commitment represents an obligation of the
Company to issue shares of Preferred Stock that are redeemable
for cash by the Company upon conditional events that are outside
of the Companys control. We classify the Preferred Stock
Commitment as a Level 3 financial instrument as the fair
value is derived using a probability weighted option pricing
model as opposed to quoted market prices. The assumptions used
in determining fair value include data available as of
March 31, 2010 and include estimates of risk free rate,
volatility, and expected term as well as managements
estimate of the probability of each of the three settlement
alternatives of the Preferred Stock Commitment. The risk free
rate and volatility are based on observable market inputs. The
Company had not identified any Level 3 financial
instruments as of December 31, 2009.
The Company issued $400.0 million of 2015 Notes, due
October 1, 2015 and used a portion of the proceeds to
repurchase $249.5 million of the 2012 Notes with
$0.5 million remaining outstanding until January 2010. We
classify the 2015 Notes within Level 2 as the valuation
inputs are determined based on quoted prices and market
observable data. The fair value of the 2012 Notes as of
December 31, 2009 was determined based on market trades of
the 2012 Notes and was classified within Level 2.
12
GEOEYE,
INC.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(9) | Accounts Payable and Accrued Expenses |
Accounts payable and accrued expenses consisted of the following
(in thousands):
March 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
Accounts payable and accrued expenses
|
$ | 14,009 | $ | 14,196 | ||||
Accrued payroll
|
6,001 | 10,077 | ||||||
Accrued expenses subcontractors
|
11,000 | 1,023 | ||||||
Accrued interest payable
|
18,287 | 8,701 | ||||||
Total accounts payable and accrued expenses
|
$ | 49,297 | $ | 33,997 | ||||
(10) Shareholders
Equity
Earnings
per share
Basic earnings per share, or EPS, is computed based on the
weighted-average number of shares of the Companys common
stock outstanding. Diluted EPS is computed based on the
weighted-average number of shares of the Companys common
stock outstanding and other dilutive securities.
The following is a reconciliation of the numerators and
denominators of the basic and diluted EPS computations (in
thousands):
Three Months Ended March 31, | ||||||||
2010 | 2009 | |||||||
Numerator for basic and diluted income per common share:
|
||||||||
Net income (loss)
|
$ | 774 | $ | (1,737 | ) | |||
Denominator:
|
||||||||
Weighted average shares outstanding used to compute basic EPS
|
21,068 | 18,469 | ||||||
Dilutive effect of:
|
||||||||
Warrants
|
418 | | ||||||
Stock options, deferred stock units, employee purchase plan
shares and restricted stock
|
201 | | ||||||
Weighted average shares outstanding and dilutive securities used
to compute diluted EPS
|
21,687 | 18,469 | ||||||
The outstanding stock options that were excluded from the
computation of the dilutive EPS as the exercise price exceeded
the average market price during the period were 53,900 and
135,817 for the three months ended March 31, 2010 and 2009,
respectively. For the three months ended March 31, 2010,
184,195 shares of non-vested stock were not included in the
calculation as the effects thereof were anti-dilutive. For the
three months ended March 31, 2009, 1,728,858 of non-vested
stock, options and warrants to purchase or acquire shares of the
Companys common stock were anti-dilutive because we
incurred a net loss.
13
GEOEYE,
INC.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Changes
in Stockholders Equity
Changes in stockholders equity for the three months ended
March 31, 2010 consisted of the following (in
thousands):
Balance at January 1, 2010
|
$ | 279,955 | ||
Net income for the three months ended March 31, 2010
|
774 | |||
Warrant exercises
|
18,323 | |||
Issuance of common stock
|
505 | |||
Surrender of common stock to cover employees tax liability
|
(12 | ) | ||
Stock-based compensation
|
993 | |||
Balance at March 31, 2010
|
$ | 300,538 | ||
Comprehensive
Income (Loss)
For the three months ended March 31, 2010 and 2009, there
were no material differences between net income (loss) as
reported and comprehensive income (loss).
Warrants
There were no outstanding warrants as of March 31, 2010. Of
the outstanding warrants as of December 31, 2009, 1,832,301
were exercised at $10 per share through March 25, 2010. The
remaining 1,995 warrants expired unexercised on March 25,
2010.
(11) | Significant Customer and Geographic Information |
The Company operates in a single industry segment, in which it
provides imagery, imagery information products and
image-processing services to customers around the world.
GeoEye recognized revenue related to contracts with the
U.S. Government, the Companys largest customer, of
$54.2 million and $28.6 million, for the first quarter
of 2010 and 2009, representing 67% and 63% of total revenues,
respectively. GeoEye had no other customers for whom revenues
exceeded 10% of total revenues during the three months ended
March 31, 2010 or 2009.
The Company has two product lines which are: (a) Imagery,
including the NextView cost share and (b) Production and
Other Services.
Total revenues were as follows: (in thousands):
Three Months Ended March 31, | ||||||||
2010 | 2009 | |||||||
Imagery
|
$ | 59,637 | $ | 32,314 | ||||
NextView cost share
|
6,038 | 2,947 | ||||||
Production and other services
|
14,714 | 9,950 | ||||||
Total revenues
|
$ | 80,389 | $ | 45,211 | ||||
14
Total domestic and foreign revenues were as follows (in
thousands):
Three Months Ended March 31, | ||||||||
2010 | 2009 | |||||||
Domestic
|
$ | 59,779 | $ | 30,932 | ||||
Foreign
|
20,610 | 14,279 | ||||||
Total revenues
|
$ | 80,389 | $ | 45,211 | ||||
Our property, plant and equipment and related ground systems are
held domestically.
(12) | Commitments and Contingencies |
Operating
Leases
The Company has commitments for operating leases primarily
relating to equipment and office and operating facilities. These
leases contain escalation provisions for increases as a result
of increases in real estate taxes and operating expenses.
Substantially all of these leases have lease terms ranging from
three to ten years. Total rental expense under operating leases
for the three months ended March 31, 2010 and 2009 was
approximately $0.5 million for both periods.
Contingencies
GeoEye, from time to time, may be party to various lawsuits,
legal proceedings and claims arising in the normal course of
business. The Company cannot predict the outcome of these
lawsuits, legal proceedings and claims with certainty.
Nevertheless, the Company believes that the outcome of any
existing or known threatened proceedings, even if determined
adversely, should not have a material adverse impact on the
Companys financial results, liquidity or operations.
15
FORWARD
LOOKING STATEMENTS
All statements other than those of historical facts included in
this Quarterly Report on
Form 10-Q,
or Quarterly Report, including those related to our financial
outlook, liquidity, goals, business strategy, projected plans
and objectives of management for future operating results, are
forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, as
amended, or Exchange Act. These forward-looking statements
generally are identified by the words believe,
project, expect, anticipate,
estimate, intend, strategy,
plan, may, should,
will, would, will be,
will continue, will likely result and
similar expressions. The Private Securities Litigation Reform
Act of 1995 provides a safe harbor for certain
forward-looking statements as long as they are identified as
forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual
results to differ materially from the expectations expressed or
implied in the forward-looking statements.
These forward-looking statements are subject to numerous
assumptions, risks and uncertainties, based on our current
expectations and projections about future events, including, but
not limited to, the factors set forth below, and under the
captions Business, Managements
Discussion and Analysis of Financial Condition and Results of
Operations and
Part 1-
Item 1A Risk Factors in our Annual Report
on
Form 10-K
for the year ended December 31, 2009 filed with the SEC on
March 12, 2010, or 2009 Annual Report, and in our other
Exchange Act filings. The forward-looking statements made in
this Quarterly Report on Form 10Q reflect our intentions,
plans, expectations, assumptions and beliefs about future
events. Our actual results, performance or achievements could be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Although we believe the expectations reflected in
these forward-looking statements are based on reasonable
assumptions, there is a risk that these expectations will not be
attained and that any deviations will be material. We disclaim
any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statement contained in this
Quarterly Report to reflect any changes in our expectations or
any change in events, conditions or circumstances on which any
statement is based.
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations. |
The information included in this Quarterly Report should be read
in conjunction with the consolidated financial statements and
accompanying notes included in our 2009 Annual Report. In
preparing the discussion and analysis contained in this
Item 2, we assume that readers have read or have access to
the discussion and analysis contained in the 2009 Annual Report
and in our other Exchange Act filings. In addition, the
following discussion and analysis should be read in conjunction
with our condensed consolidated financial statements and related
notes, and Part I
Item 1A Risk Factors, which describes key
risks associated with our operations and industry, and
Part II Item 7
Managements Discussion and Analysis of Financial Condition
and Results of Operations section of the 2009 Annual
Report.
Overview
GeoEye is a leading commercial provider of highest accuracy,
highest resolution Earth imagery as well as a provider of image
processing services and imagery information products to
U.S. and foreign government defense and intelligence
organizations, domestic federal and foreign civil agencies and
commercial customers. We own and operate three Earth-imaging
satellites-GeoEye-1, IKONOS and Orbview-2-and three fixed-wing
aircraft with advanced high-resolution imagery collection
capabilities. GeoEye-1 is the worlds highest resolution
and most accurate commercial imaging satellite. In addition to
our imagery collection capacities, we are a global leader in the
creation of enhanced satellite imagery information products and
services. We operate four high-resolution image processing and
production facilities that can process, manage, analyze and
share imagery from any commercial or government satellite. Our
satellite and aerial imagery products and services provide our
customers with timely and accurate location intelligence,
enabling them to analyze, monitor and map to their needs and
demands. We serve a growing global market that requires
high-resolution imagery and precision mapping products for
applications such as national defense and intelligence, online
mapping, environmental monitoring and resource management,
energy exploration, asset monitoring, urban planning,
infrastructure planning and monitoring, disaster preparedness
and emergency response. We have one of the largest commercial
color digital satellite imagery libraries in the world, which
contains more than 411 million square kilometers of color
imagery of the Earth. We believe the combination
16
of our highly accurate satellite and aerial imaging assets, our
high-resolution image processing and production facilities, and
our color digital imagery library differentiates us from our
competitors. This enables us to deliver a comprehensive range of
imaging products and services to our diverse customer base.
Our principal sources of revenue are from imaging services, the
sale of satellite imagery directly to end users or value-added
resellers, the provision of direct access to our satellites, and
associated ground processing technology upgrades and operations
and maintenance services. We also derive significant revenue
from value-added production services where we combine our images
with data and imagery from our own and other sources to create
sophisticated information products. In addition, cost-share
amounts received from the U.S. Government are recorded as
deferred revenue when received and recognized on a straight-line
basis over the useful life of the satellite.
Revenues are generally recognized upon delivery of products or
services. Revenues from the NGA cost share amounts under our
NextView contract are recognized on a straight-line basis over
the expected nine-year operational life of our GeoEye-1
satellite, which started commercial operations in February 2009.
Our operating expenses principally comprise direct costs of
revenue (principally labor and overhead, subcontractor, other
direct costs, and satellite insurance), depreciation and
amortization, principally relating to our satellites, and
selling, general and administrative expenses, which include
costs associated with administrative and general management
functions, and costs from marketing, advertising, promotion and
other selling expenses. Our expenses also include interest
expense on our 2015 Notes. We capitalize the portion of the
premiums associated with the insurance coverage of the launch
and in-orbit commissioning period of our commercial satellites.
Accordingly, prior to the start of GeoEye-1s commercial
operations, we capitalized a portion of insurance premiums in
the cost of the satellite that will be amortized over the
estimated life of GeoEye-1. Following launch and in-orbit
commissioning, insurance premium amounts are charged to expense
ratably over the related policy periods.
Products
and Services
We offer a wide range of imagery products and services,
including the collection of satellite and aerial imagery,
imagery processing, production services, development of
satellite collection systems, operations and maintenance of
collection systems and information services. Our customers
receive products tailored to their needs, applications and
business and government operations.
Satellite
Imagery
We offer a wide range of high-resolution satellite imagery
products that provide our customers with time-critical visual
imagery, data and information, which we divide into three
general categories:
Geo. Our Geo product, which is the foundation
of the imagery product line, is a map-oriented image suitable
for a broad range of customer uses. Geo images are suitable for
customer visualization and monitoring applications and are
delivered to our customers in a data and information format
capable of being processed into other advanced imagery products
using standard commercially available software.
GeoProfessional. Our GeoProfessional products
consist of imagery that has been aligned and geographically
corrected by our experienced staff of production personnel to
provide the most accurate and precise imagery currently
available from a commercial satellite provider. Our production
personnel also have the ability to combine various satellite and
aerial images into a single, highly detailed and comprehensive
image. Available in various levels of accuracy, these
GeoProfessional products are suitable for feature extraction,
change detection, base mapping and other similar geo-location
applications.
GeoStereo. Our GeoStereo product provides at
least two images of the same location at different angles to
provide our customers with a three-dimensional image of a given
location. GeoStereo provides the base images that are used for
three-dimensional feature recognition and extraction. These
GeoStereo products support a wide range of imagery applications
such as digital elevation model creation, building height
extraction, spatial layers and three-dimensional feature
extraction.
17
Aerial
Imagery
Our aerial imagery products are designed to support specific
customer requests for high-resolution and highly accurate
images. We offer two main types of aerial imagery collected by
our dedicated fleet of three imaging aircraft: (1) digital
aerial imaging; and (2) light detection and ranging (LiDAR)
imaging (an optical remote sensing technology using laser pulses
to determine distances to an object or surface). The use of
digital aerial imaging provides our commercial and government
customers with complete digital images, which can be easily
stored in a data management system. The LiDAR technology is a
valuable tool for measuring and recording elevation data for use
in topographic mapping and three-dimensional terrain and surface
modeling, useful in the field of engineering.
Production
Services
Images generated by our production service operations are
purchased by both U.S. Government agencies and commercial
customers. Production services typically entails the processing
and production of specific data and imagery information products
that are built to stringent customer specifications. We have
developed advanced processing systems that enable us to process
raw data from a wide range of both government and commercial
sensors (imaging satellites) and then merge the source images
into very precise information and image products to meet the
needs of a broad range of customers. Our production services
range from the generation of precision imagery products (for
example, digital elevation maps) to the extraction of
site-specific features (for example, airports, highways, and
buildings) for our customers database development.
Our production services, which are designed to increase the
accuracy and precision of satellite and aerial imagery, include
the following production processes:
| Georectification. This is a computer-processing operation that corrects the pixel locations of a digital image to remove image distortions caused by the non-vertical pointing and movement of the sensor during the imaging event. | |
| Image Mosaicking. This is the process of merging or stitching multiple satellite images together. Since images are taken at different look angles, elevations, weather, times and season, etc., they will not match each other tonally or in exact location to the ground. Prior to mosaicking, images are tonally balanced as much as possible. They are also block adjusted the images are shifted in relation to each other and to ground truth to remove shear and improve accuracy. The result is a group of images that will match each other in location and tone, and with minimal shear among them, so they can be mosaicked (stitched) together. The result is one composite image, which is as seamless as possible. | |
| Tonal Correction. This is the scientific correction of the color variations between various component images of an image mosaic so that the image or picture reflects a coherent color structure. | |
| Orthorectification. This is a computer-processing operation that corrects the pixel locations of a digital image to remove image distortions caused by non-vertical pointing and movement of the sensor during the imaging event and distortions caused by Earth elevation differences at the image location. |
Our production services include LiDAR elevation data, maps,
topographic maps, digital orthophoto imagery, remote sensing
services, survey and inventory services and Geospatial
Information Service (GIS) consulting and implementation. We also
offer geospatial products and services to help develop and
manage geospatial data to support customer documentation needs,
inventory of resources and engineering and development
applications.
Information
Services
We also provide imagery information services, which combine our
imagery with real-time, third-party data to create a
sophisticated and customized information product for our
customers. For example, our SeaStar marine information service,
which is offered on a subscription basis, provides the
commercial fishing industry with sophisticated mapping
information, which includes such data as sea surface
temperatures and ocean currents and analysis of this
information, to assist commercial fishermen in locating fish
more efficiently.
We are developing our information services business in an effort
to give our customers global on-demand access to imagery and
related information products over the Web. This new Web services
platform, which we call
18
EyeQ(tm),
will provide the core infrastructure for this new service
and our new geospatial information services business.
The EyeQ
Web Services Platform
EyeQ is a Web services platform that will deliver imagery and
other location intelligence based on multi-year subscriptions
and user licenses, rather than selling imagery pixels by the
square kilometer. EyeQ will also offer a Web interface with
tools that function as our customers data center. EyeQ
will serve up imagery and other standards-based content
throughout the customers data network and out to their
customers and partners.
With EyeQ, our customers will get easy access to secure, timely,
and accurate location information seamlessly delivered into
their business environment. EyeQ will be user friendly and
available twenty-four hours a day and seven days a week. EyeQ
serves our goal of simplifying access to and delivery of imagery
and location information.
This real-time Web delivery is first being provided to the NGA
through a program known as Rapid Delivery of Online Geospatial
Intelligence, also called RDOG. RDOG represents our first step
toward delivering EyeQ services over the Web. Phase one of the
RDOG program involves a contract to produce and deliver a
high-resolution digital color image map of an entire country for
the NGA. The same contract includes provision for us to host the
information product in a Web-services environment, so any of the
NGA sponsored users covered by the license agreement can access
it anytime, anywhere.
The NGA issued us a contract in February 2010 for
subscription-based access to this Web- mapping service. Prior to
the start of RDOG operations on April 1, 2010, we provided
NGA analysts with early access to EyeQ through an innovative
beta evaluation program to get their feedback on user interface
and other key functionality. With the successful deployment and
rollout of Web services online for the U.S. Government on
April 1, 2010, our next step will be the roll out of the
EyeQ service to our commercial customers in the latter part of
2010. These information services will be offered to a wide range
of government and commercial clients for application in the oil
and gas industry, mining, engineering, construction and
infrastructure industries, and for use in the public safety
market.
Impact of
Significant Transactions
GeoEye-1
Satellite, NextView Program and Service
Level Agreement
The NGA announced in March 2003 that it intended to support,
through the NextView program, the continued development of the
commercial satellite imagery industry. The NGA also announced
that it intended to award two imagery providers with contracts
to support the engineering, construction and launch of the next
generation of imagery satellites. On September 30, 2004,
the NGA awarded us a contract as the second provider under the
NextView program and, as a result, we contracted for the
construction of a new satellite, GeoEye-1. Under the NextView
program, we began delivering imagery to the NGA from our IKONOS
satellite in February 2007 and from our GeoEye-1 satellite in
the first quarter of 2009.
GeoEye-1 was launched in September 2008 and started commercial
operations and obtained certification from the NGA in February
2009, at which point the satellite commenced full operations.
GeoEye-1 is currently the worlds highest-resolution and
highest-accuracy commercial imagery satellite and offers both
black and white and color imagery. The GeoEye-1 satellite was
constructed as part of our participation in the NextView
program. We achieved deployment of GeoEye-1 for less than the
maximum cost specified in our NextView contract with the NGA.
Total final capitalized costs (including financing and launch
insurance costs) of the GeoEye-1 satellite and related ground
systems were $478.3 million. Under the NextView contract,
the NGA agreed to support the project with a cost share totaling
approximately $237.0 million spread over the course of the
project development and subject to various milestones. In March
2009, the NGA paid us the final installment of its cost share
obligation. We recognize this as revenue on a straight-line
basis over the expected nine-year operational life of the
satellite. During the three months ended March 31, 2010, we
recognized $6.0 million of deferred revenue under the
NextView contract.
19
On December 9, 2008, we entered into an SLA with the NGA
under which the NGA agreed to purchase GeoEye-1 imagery from us
through November 30, 2009. The SLA provides for monthly
payments of $12.5 million, subject to a maximum reduction
of 10% based on performance metrics. Under the SLA, to the
extent that less than $12.5 million is paid by the NGA in
any month, the shortfall is used to fund an extension of the
contract. On September 1, 2009, the NGA extended the SLA
through March 31, 2010. In addition, the NGA, on
March 1, 2010, modified the SLA giving it the option to
extend the term of the SLA beyond March 31, 2010. The SLA
has been extended through June 30, 2010, followed by six
additional one-month option periods. The last option period
expires on December 31, 2010. During the three months ended
March 31, 2010, we recognized $37.1 million of revenue
under the SLA.
In December 2009, our engineers detected an irregularity in the
equipment GeoEye-1 uses to point the antenna that transmits
imagery to receiving stations on the ground. The irregularity
limits the range of movement of GeoEye-1s downlink
antenna, which affects GeoEye-1s ability to image and
downlink simultaneously. GeoEye-1 is able to downlink imagery to
GeoEyes four ground stations, since downlinking to these
ground stations is separate from imaging activities. As a
result, we expect no major impact on our ongoing ability to
deliver imagery to the NGA under the SLA and to those of our
regional affiliates for whom we collect and deliver imagery.
GeoEye-2
Satellite
We believe that demand for satellite imagery from the
U.S. Government will increase beyond the available supply
in the 2013 timeframe. Given the long lead time associated with
providing additional capacity, we entered into a contract with
ITT Corporation during the third quarter of 2007 pursuant to
which ITT has commenced work on the advanced camera for
GeoEye-2. ITTs work could be used to accelerate the
deployment of GeoEye-2 so that it could be launched in late 2012
and commercially available in the 2013 timeframe. As of
March 31, 2010, we have incurred a total of
$104.2 million on GeoEye-2. On March 11, 2010, the
Company announced the selection of Lockheed Martin Space Systems
Company to build the GeoEye-2 satellite. We expect to continue
to make reasonable investments in GeoEye-2s development,
but we do not expect to launch or commission the GeoEye-2
satellite on an accelerated basis without an agreement with the
NGA under its EnhancedView Program. In March, we submitted a bid
in response to the NGA
request-for-proposal
contract process for the EnhancedView Program. This program will
allow the U.S. government to continue to receive a supply
of unclassified, highly accurate satellite imagery from
commercial satellite imagery providers and will replace the
NextView program, which could expire in June 2010, unless the
NGA exercises their option to extend it through December 2010.
Prior to launch and commissioning GeoEye-2, we may require
additional capital depending on the terms of our agreement, if
any, with the NGA. If we were not to build GeoEye-2 on an
accelerated basis, we would most likely proceed so that a new
high-resolution satellite could be used as a replacement
satellite for GeoEye-1 in the 2016 to 2017 timeframe.
Preferred
Stock and Senior Unsecured Notes
On March 4, 2010 the Company entered into a binding
commitment letter permitting Cerberus to purchase preferred
stock and provide debt financing, the proceeds of which will be
used for development and launch of GeoEye-2. Subsequently, on
March 22, 2010, the Company entered into a stock purchase
agreement and a notes purchase agreement.
Cerberus will purchase up to $115.0 million in preferred
stock provided that the Company receives an award from the NGA
to build GeoEye-2 under the EnhancedView program. The preferred
stock will be entitled to receive a dividend at an annual rate
of 5%, payable in kind, in cash or securities, at the
Companys option. The preferred stock will have a
conversion price of $30 per share, or $29.25 after taking into
effect the original issue discount.
Cerberus will also provide the Company with debt financing of
$100.0 million, also contingent upon the Company receiving
an award from the NGA to build GeoEye-2 under the EnhancedView
program. The facility will mature on April 1, 2016 and will
bear an annual interest rate of three-month LIBOR plus 8%, with
a minimum interest rate of 10%. There is no requirement to draw
down on the facility and partial draws are permitted, with some
limitations. However, if a partial draw is made under the
facility, the Company is obligated to draw the entire
$100.0 million aggregate principal amount on or prior to
June 30, 2011.
20
This additional financing is necessary because the proposal for
EnhancedView required that upon a successful contract award the
Company provide a letter of credit for the full amount of any
potential cost share award that would be received from the NGA
through development of GeoEye-2 and for a period of up to three
years after Full Operational Capability (FOC). The Company
estimates that it could require letters of credit up to
$280.0 million, which must be fully cash collateralized.
The Company will use cash on hand, cash flow from operations,
proceeds from the NGA cost share, and the additional financing
provided by Cerberus to build GeoEye-2 and post the required
letters of credit.
If the Company is awarded the EnhancedView Imagery Acquisition
Contract without the letter of credit requirement, the Company
will no longer be obligated to issue 115,000 shares of
preferred stock to Cerberus, but Cerberus will have the option
to purchase a reduced number of 80,000 shares of preferred
stock, resulting in gross proceeds to the Company of
$78.0 million.
In addition, the Company paid a non-refundable commitment fee of
2% or $2.0 million of the face value of the debt. In the
event, the Company is not awarded a new satellite contract under
the EnhancedView program, the Company will be required to pay a
$2.3 million fee for the preferred stock commitment.
Results
of Operations
Comparison
of the Results of Operations
For the Three Months Ended March 31, |
Change Between 2010 |
|||||||||||||||||||||||
2010 | 2009 | and 2009 | ||||||||||||||||||||||
Amount | % of Revenue | Amount | % of Revenue | Amount | % | |||||||||||||||||||
(In thousands, except percentages) | ||||||||||||||||||||||||
Revenues
|
$ | 80,389 | 100.0 | % | $ | 45,211 | 100.0 | % | $ | 35,178 | 77.8 | % | ||||||||||||
Operating expenses:
|
||||||||||||||||||||||||
Direct costs of revenue (exclusive of depreciation and
amortization)
|
24,481 | 30.5 | 23,592 | 52.2 | 889 | 3.8 | ||||||||||||||||||
Depreciation and amortization
|
16,022 | 19.9 | 8,460 | 18.7 | 7,562 | 89.4 | ||||||||||||||||||
Selling, general and administrative
|
13,382 | 16.6 | 11,454 | 25.3 | 1,928 | 16.8 | ||||||||||||||||||
Total operating expenses
|
53,885 | 67.0 | 43,506 | 96.2 | 10,379 | 23.9 | ||||||||||||||||||
Income from operations
|
26,504 | 33.0 | 1,705 | 3.8 | 24,799 | 1,454.5 | ||||||||||||||||||
Interest expense, net
|
(8,243 | ) | (10.3 | ) | (5,562 | ) | (12.3 | ) | (2,681 | ) | 48.2 | |||||||||||||
Other non-operating expense
|
(10,474 | ) | (13.0 | ) | | (10,474 | ) | (100.0 | ) | |||||||||||||||
Loss from early extinguishment of debt
|
(37 | ) | (0.0 | ) | | (37 | ) | (100.0 | ) | |||||||||||||||
Income (loss) before provision (benefit) for income taxes
|
7,750 | 9.6 | (3,857 | ) | (8.5 | ) | 11,607 | 300.9 | ||||||||||||||||
(Provision) benefit for income taxes
|
(6,976 | ) | (8.7 | ) | 2,120 | 4.7 | (9,096 | ) | (429.1 | ) | ||||||||||||||
Net income (loss)
|
$ | 774 | 1.0 | $ | (1,737 | ) | (3.8 | ) | $ | 2,511 | 144.6 | |||||||||||||
21
Revenues
For the Three Months Ended March 31, |
Change Between 2010 |
|||||||||||||||||||||||
2010 | 2009 | and 2009 | ||||||||||||||||||||||
Revenues
|
Amount | % of Revenue | Amount | % of Revenue | Amount | % | ||||||||||||||||||
(In thousands, except percentages) | ||||||||||||||||||||||||
Imagery
|
$ | 59,637 | 74.2 | % | $ | 32,314 | 71.5 | % | $ | 27,323 | 84.6 | % | ||||||||||||
NextView cost share
|
6,038 | 7.5 | 2,947 | 6.5 | 3,091 | 104.9 | ||||||||||||||||||
Production and other services
|
14,714 | 18.3 | 9,950 | 22.0 | 4,764 | 47.9 | ||||||||||||||||||
Total revenues
|
$ | 80,389 | 100.0 | $ | 45,211 | 100.0 | $ | 35,178 | 77.8 | |||||||||||||||
Imagery revenues primarily include imagery sales, affiliate
access fees and operations and maintenance fees. NextView cost
share revenues include the recognition of deferred revenue
related to the cost share amounts from the NGA. Imagery revenues
increased $27.3 million primarily due to the increased
level of deliveries to the NGA and other regional affiliates
using GeoEye-1 for the full quarter of 2010 as compared to a
partial quarter in 2009 as a result of commencement of
operations in February 2009. Production and other services
revenues increased by $4.8 million for the first quarter of
2010 compared to the same period in 2009 primarily due to an
increase in our value-added production services and digital
aerial imagery services.
Total domestic and foreign revenues were as follows (in
thousands):
For the Three Months Ended March 31, |
Change Between 2010 |
|||||||||||||||||||||||
2010 | 2009 | and 2009 | ||||||||||||||||||||||
Amount | % of Revenue | Amount | % of Revenue | Amount | % | |||||||||||||||||||
(In thousands, except percentages) | ||||||||||||||||||||||||
Domestic
|
$ | 59,779 | 74.4 | % | $ | 30,932 | 68.4 | % | $ | 28,847 | 93.3 | % | ||||||||||||
International
|
20,610 | 25.6 | 14,279 | 31.6 | 6,331 | 44.3 | ||||||||||||||||||
Total revenues
|
$ | 80,389 | 100.0 | $ | 45,211 | 100.0 | $ | 35,178 | 77.8 | |||||||||||||||
Domestic revenues include those from the SLA, recognition of
deferred revenue related to the cost share payments from the
NGA, commercial imagery sales and sales of value-added products
and services. Domestic revenues increased $28.8 million
during the first quarter of 2010 compared to the same period in
2009, primarily due to the substantial increase in imagery
provided by Geo-Eye-1 under the SLA agreement for the full
quarter in 2010 and an increase in production services due to
process improvements and enhancements resulting in a higher
volume of production. International revenues include access fee
agreements with our international regional affiliates, regional
affiliate ground station operation and maintenance contracts and
commercial imagery sales. International revenues increased
$6.3 million in the first quarter of 2010 as compared to
the first quarter of 2009 primarily due to our international
regional affiliates expanding their imagery demands to include
access to the new GeoEye-1 satellite.
22
Operating
Expenses
Direct
Costs of Revenue
Change Between |
||||||||||||||||||||||||
For the Three Months Ended March 31, |
2010 |
|||||||||||||||||||||||
2010 | 2009 | and 2009 | ||||||||||||||||||||||
Direct Costs of Revenue
|
Amount | % of Revenue | Amount | % of Revenue | Amount | % | ||||||||||||||||||
(In thousands, except percentages) | ||||||||||||||||||||||||
Labor and overhead
|
$ | 11,652 | 14.5 | % | $ | 9,512 | 21.0 | % | $ | 2,140 | 22.5 | % | ||||||||||||
Subcontractor
|
8,211 | 10.2 | 5,877 | 13.0 | 2,334 | 39.7 | ||||||||||||||||||
Other direct costs
|
3,068 | 3.8 | 2,875 | 6.4 | 193 | 6.7 | ||||||||||||||||||
Satellite insurance
|
1,550 | 1.9 | 5,328 | 11.8 | (3,778 | ) | (70.9 | ) | ||||||||||||||||
Total direct costs of revenue
|
$ | 24,481 | 30.5 | $ | 23,592 | 52.2 | $ | 889 | 3.8 | |||||||||||||||
Direct costs of revenue include the costs of operating our
satellites and related ground systems, construction and on-going
costs related to our operations and maintenance contracts.
Subcontractor costs primarily include payments to third parties
for support to operate the IKONOS and GeoEye-1 satellites and
their related ground systems. Other direct costs include
third-party costs and fees to support our satellite program and
the costs associated with monitoring our ground station
equipment. Our direct costs of revenue as a percentage of
revenue has decreased period over period as most of the
operating costs of our satellites have remained consistent
between periods, while our revenues from our GeoEye-1 satellite
have increased due to a full quarter of operation in 2010
compared to a partial quarter in 2009. Labor and overhead costs
increased $2.1 million during the first quarter of 2010
compared to the same period in 2009 primarily due to increased
labor and overhead related to the operational maintenance of the
new GeoEye-1 satellite, which became operational in the first
quarter of 2009 and decreased capitalized labor as a result of
GeoEye-1 operations. Subcontractor expenses increased
$2.3 million during the first quarter of 2010 compared to
the same period in 2009 primarily due to costs incurred related
to the GeoEye-1 satellite irregularity that occurred in December
2009. Satellite insurance decreased $3.8 million for the
first quarter of 2010 compared to the same period in 2009 due to
a change in accounting estimate in the second quarter of 2009,
which resulted in a reclassification from prepaid insurance
expense to the capitalized costs of the GeoEye-1 satellite.
Depreciation
and Amortization
For the Three Months Ended March 31, |
Change Between 2010 |
|||||||||||||||||||||||
2010 | 2009 | and 2009 | ||||||||||||||||||||||
Depreciation and Amortization
|
Amount | % of Revenue | Amount | % of Revenue | Amount | % | ||||||||||||||||||
(In thousands, except percentages) | ||||||||||||||||||||||||
Depreciation
|
$ | 15,361 | 19.1 | % | $ | 7,791 | 17.2 | % | $ | 7,570 | 97.2 | % | ||||||||||||
Amortization
|
661 | 0.8 | 669 | 1.5 | (8 | ) | (1.2 | ) | ||||||||||||||||
Total depreciation and amortization
|
$ | 16,022 | 19.9 | $ | 8,460 | 18.7 | $ | 7,562 | 89.4 | |||||||||||||||
The increase of $7.6 million in depreciation for the three
months ended March 31, 2010 compared to the same period in
2009 was primarily due to a full quarter of depreciation of
GeoEye-1 for the first quarter of 2010 compared to a partial
quarter in 2009 as a result of commencement of operations in
February 2009. Amortization expense is primarily associated with
acquired contracts and customer relationship intangibles from
our acquisitions of MJ Harden Associates Inc., or MJ Harden, and
Space Imaging LLC in prior years.
23
Selling,
General and Administrative Expenses
For the Three Months Ended March 31, |
Change Between 2010 |
|||||||||||||||||||||||
2010 | 2009 | and 2009 | ||||||||||||||||||||||
Selling, General and Administrative Expenses
|
Amount | % of Revenue | Amount | % of Revenue | Amount | % | ||||||||||||||||||
(In thousands, except percentages) | ||||||||||||||||||||||||
Payroll, commissions, and related costs
|
$ | 6,775 | 8.4 | % | $ | 5,808 | 12.8 | % | $ | 967 | 16.6 | % | ||||||||||||
Professional fees
|
2,865 | 3.6 | 4,060 | 9.0 | (1,195 | ) | (29.4 | ) | ||||||||||||||||
Research and development
|
410 | 0.5 | | | 410 | 100.0 | ||||||||||||||||||
Other
|
3,332 | 4.1 | 1,586 | 3.5 | 1,746 | 110.1 | ||||||||||||||||||
Total selling, general and administrative expenses
|
$ | 13,382 | 16.6 | $ | 11,454 | 25.3 | $ | 1,928 | 16.8 | |||||||||||||||
Selling, general and administrative expenses include the costs
of the finance, administrative and general management functions
and the costs of marketing, advertising, promotion and other
selling expenses. Our selling, general and administrative costs
as a percentage of revenue has decreased period over period as
most of our administrative costs have remained consistent
between periods, while our revenues from our GeoEye-1 satellite
have increased due to a full quarter of operation in 2010
compared to a partial quarter in 2009. Payroll, commissions and
related costs increased $1.0 million in the first quarter
of 2010 compared to the first quarter of 2009 primarily due to
increases in headcount related to the accounting and finance
function, sales commissions, and stock-based compensation
expense as a result of growth of the Companys operations.
The decrease in professional fees of $1.2 million for the
first quarter of 2010 compared to the same period in 2009 was
primarily attributable to a reduction in fees for accounting and
tax services and related internal control remediation efforts
that were incurred in 2009. Other selling, general and
administrative expenses increased $1.7 million in the first
quarter of 2010 compared to the same period in 2009 primarily
due to an increase in facilities and telecommunications expenses
associated with the increased headcount and the addition of our
new administrative office location, an increase in bid and
proposal efforts related to new business development mainly for
the EnhancedView program and an increase in bad debt expense.
Interest
Expense, net
The composition of interest expense, net, was as follows:
For the Three Months Ended March 31, |
Change Between 2010 |
|||||||||||||||||||||||
2010 | 2009 | and 2009 | ||||||||||||||||||||||
Interest Expense, Net
|
Amount | % of Revenue | Amount | % of Revenue | Amount | % | ||||||||||||||||||
(In thousands, except percentages) | ||||||||||||||||||||||||
Interest expense
|
$ | 10,322 | 12.8 | % | $ | 8,706 | 19.3 | % | $ | 1,616 | 18.6 | % | ||||||||||||
Capitalized interest
|
(2,030 | ) | (2.5 | ) | (2,919 | ) | (6.5 | ) | 889 | 30.5 | ||||||||||||||
Interest income
|
(49 | ) | (0.1 | ) | (225 | ) | (0.5 | ) | 176 | 78.2 | ||||||||||||||
Total interest expense, net
|
$ | 8,243 | 10.3 | $ | 5,562 | 12.3 | $ | 2,681 | 48.2 | |||||||||||||||
Interest expense, net, for the first quarter of 2010 and the
first quarter of 2009 includes interest expense on our 2015
Notes and 2012 Notes, respectively and includes amortized
prepaid financing costs, amortization of debt discount and
market adjustments to fair value of the related derivative
instruments and excludes interest capitalized related to the
construction of the satellites, related ground systems and
interest income. Interest expense related to the 2015 Notes was
$10.3 million for the three months ended March 31,
2010. Interest expense related to the 2012 Notes was
$8.7 million for the three months ended March 31,
2009. Interest expense, net, increased due to the increase in
our long-term debt balance in 2010 as a result of the issuance
of the 2015 Notes as compared to the same period in 2009.
Due to the issuance of the 2015 Notes in the fourth quarter of
2009, we were able to lower our cost of capital by reducing our
interest rate from a floating rate of at least 12% to a fixed
coupon rate of 9.625%.
24
Other
Non-Operating Expense
We recorded a loss of $10.5 million in the first quarter of
2010 related to the fair value measurement of the Preferred
Stock Commitment associated with the Cerberus Preferred Stock
Purchase Agreement. The Preferred Stock Commitment fair value
will be marked to market each subsequent reporting period and
reflected as an adjustment to earnings.
Provision
for Income Taxes
The effective income tax rate was 38.3% and 37.6% before
discrete items for the three months ended March 31, 2010
and 2009, respectively. Income tax expense (benefit) was
$7.0 million and ($2.1) million including discrete
items for the three months ended March 31, 2010 and 2009,
respectively. The increase in income tax expense was primarily
due to a loss before income taxes for the three months ended
March 31, 2009 compared to income before income taxes for
the three months ended March 31, 2010. Our effective tax
rate exclusive of discrete items differs from the federal tax
rate primarily due to state and local income taxes.
We anticipate a decrease in unrecognized tax benefits upon
settlement with federal and state jurisdictions on penalty
abatements within the next 12 months. We believe there are
no other jurisdictions in which the outcome of unresolved tax
issues or claims is likely to be material to our results of
operations, financial position or cash flows for the next
12 months.
The impact of the Preferred Stock Commitment is not deductible
for income tax purposes and will result in a permanent
difference between book and tax reporting.
Non-GAAP Financial
Measures
Adjusted
EBITDA
Adjusted EBITDA is a non-GAAP financial measure that represents
net income (loss) before depreciation and amortization expenses,
net interest income or expense, income tax expense (benefit),
non-cash stock-based compensation expense and other items. We
present adjusted EBITDA to enhance understanding of our
operating performance. We use adjusted EBITDA as one criterion
for evaluating our performance relative to that of our peers. We
believe that adjusted EBITDA is an operating performance
measure, and not a liquidity measure, that provides investors
and analysts with a measure of operating results unaffected by
differences in capital structures, capital investment cycles and
ages of related assets among otherwise comparable companies.
However, adjusted EBITDA is not a recognized term under
financial performance under GAAP, and our calculation of
adjusted EBITDA may not be comparable to the calculation of
similarly titled measures of other companies.
The use of adjusted EBITDA as an analytical tool has limitations
and it should not be considered in isolation, or as a substitute
for analysis of our results of operations as reported in
accordance with GAAP. Some of these limitations are:
| it does not reflect our cash expenditures, or future requirements, for all contractual commitments; | |
| it does not reflect our significant interest expense, or the cash requirements necessary to service our indebtedness; | |
| it does not reflect cash requirements for the payment of income taxes when due; | |
| although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and adjusted EBITDA does not reflect any cash requirements for such replacements; and | |
| it does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations, but may nonetheless have a material impact on our results of operations. |
Because of these limitations, adjusted EBITDA should not be
considered as a measure of discretionary cash available to us to
invest in the growth of our business or as an alternative to net
income or cash flow from operations determined in accordance
with GAAP. Management compensates for these limitations by not
viewing adjusted
25
EBITDA in isolation, and specifically by using other GAAP
measures, such as cash flow provided by (used in) operating
activities and capital expenditures, to measure our liquidity.
Our calculation of adjusted EBITDA may not be comparable to the
calculation of similarly titled measures reported by other
companies.
A reconciliation of net income to adjusted EBITDA is as follows
(in thousands):
For the Three |
||||||||||||
Months |
||||||||||||
Ended March 31, |
Change between |
|||||||||||
2010 | 2009 | 2010 and 2009 | ||||||||||
Net income (loss)
|
$ | 774 | $ | (1,737 | ) | $ | 2,511 | |||||
Adjustments:
|
||||||||||||
Interest expense, net
|
8,243 | 5,562 | 2,681 | |||||||||
Loss from early extinguishment of debt
|
37 | | 37 | |||||||||
Provision (benefit) for income taxes
|
6,976 | (2,120 | ) | 9,096 | ||||||||
Depreciation and amortization
|
16,022 | 8,460 | 7,562 | |||||||||
Non-cash stock-based compensation expense
|
993 | 472 | 521 | |||||||||
Non-cash change in fair value of financial instrument
|
10,474 | | 10,474 | |||||||||
Adjusted EBITDA
|
$ | 43,519 | $ | 10,637 | $ | 32,882 | ||||||
Liquidity
and Capital Resources
Our principal sources of liquidity are unrestricted cash, cash
equivalents and accounts receivable. Our primary cash needs are
for working capital, capital expenditures and debt service.
We believe that we currently have sufficient resources to meet
our operating requirements through the next twelve months.
However, our ability to continue to be profitable and generate
positive cash flow from our operations beyond that period is
dependent on the continued expansion of commercial and
government services and adequate customer acceptance of our
products and services.
Cash
Flow Items
As of March 31, 2010, we had cash and cash equivalents of
$227.5 million.
Net Cash
Provided by Operating Activities
Net cash provided by operating activities was $31.5 million
and $0.7 million for the three months ended March 31,
2010 and 2009, respectively. The increase of $30.8 million
in the three months ended March 31, 2010, from the same
period in 2009 was primarily due to increased operating income
as well as an increase in accounts payable and accrued expenses
due to the timing of vendor payments.
Net Cash
Used in Investing Activities
Net cash used in investing activities was $28.8 million and
$16.1 million for the three months ended March 31,
2010 and 2009, respectively. Capital expenditures increased
$11.5 million in the three months ended March 31,
2010, compared to the same period in 2009. The increase in
capital expenditures was primarily attributable to expenditures
related to the construction of GeoEye-2 that were incurred in
the first quarter of 2010. On March 11, 2010, the Company
announced the selection of Lockheed Martin Space Systems Company
to build the GeoEye-2 satellite. We expect to spend
approximately $40.0 million on GeoEye-2 between now and
June, in advance of a potential award under the Enhanced View
Program. We will re-evaluate our spend at that time based on the
timing and outcome of the award. We have spent
$93.2 million in building our next Earth-imaging satellite,
GeoEye-2 through March 31, 2010.
26
Net Cash
Provided by Financing Activities
Net cash provided by financing activities was $15.9 million
and $1.7 million for the three months ended March 31,
2010 and 2009, respectively, and was primarily related to the
issuances of common stock primarily due to exercise of warrants.
Long-Term
Debt
In October 2009, we closed on a private placement offering of
$400.0 million of our 2015 Notes due October 1, 2015.
As of January 2010, the net proceeds of the 2015 Notes offering
were used to fund the repurchase of the Companys total
outstanding $250.0 million 2012 Notes due July 1,
2012. As of March 31, 2010, our total long-term debt
consisted of $400.0 million of 2015 Notes, net of original
issue discount of $20.0 million. Under the indenture
governing the 2015 Notes, we are prohibited from paying
dividends until the principal amount of all such notes has been
repaid. At any time on or after October 1, 2013, GeoEye may
on one or more occasions redeem all or part of the 2015 Notes at
104.813% of principal for the subsequent
12-month
period and at 100% of principal on October 1, 2014 and
thereafter.
The indenture governing our 2015 Notes contains a covenant that
restricts our ability to incur additional indebtedness unless,
among other things, we can comply with a fixed charge coverage
ratio. We may incur additional indebtedness only if, after
giving pro forma effect to that incurrence, our ratio of
adjusted cash EBITDA to total consolidated debt for the four
fiscal quarters ending as of the most recent date for which
internal financial statements are available meet certain levels
or we have availability to incur such indebtedness under certain
baskets in the indenture. Adjusted cash EBITDA is defined as
Adjusted EBITDA less amortization of deferred revenue related to
the NextView agreement with the NGA. As of March 31, 2010,
we were in compliance with all covenants associated with our
borrowings. In March 2010, we entered into a binding commitment
letter to issue preferred stock and obtain debt financing
totaling up to $215.0 million with Cerberus Capital
Management, L.P. (Cerberus), provided that we receive an award
from the NGA to build GeoEye-2 under the EnhancedView program.
The additional indebtedness under this commitment does not cause
a covenant violation under the indenture governing our 2015
Notes. The 2015 Notes bear interest at the rate of 9.625% per
annum. Interest is payable semi-annually in arrears on April 1
and October 1 of each year.
Funding
Sources and Uses
The Cerberus commitment entered into in March 2010, is subject
to the Company winning a competitively bid U.S. Government
EnhancedView program award to build a new commercial imagery
satellite and requires Cerberus to purchase $115.0 million
in preferred stock and provide debt financing of up to
$100.0 million, with the debt financing to be drawn at the
Companys option. This commitment was entered into to
fulfill a federal government requirement of the Enhanced View
request-for-proposal
process to provide a letter of credit in an amount equal to the
U.S. Governments cost share on a new imaging
satellite.
If the Company is awarded the EnhancedView contract without the
letter of credit requirement, the Company will no longer be
obligated to issue preferred stock to Cerberus; however,
Cerberus will have the option to purchase $78.0 million in
preferred stock. In the event the Company is not awarded a new
satellite contract under the EnhancedView program, the Company
will be required to pay a $2.3 million fee for the
Preferred Stock Commitment.
Contracted
Backlog
We have historically had and currently have a substantial
backlog, which provides some assurance regarding our future
revenue expectations. Backlog reduces the volatility of our net
cash provided by operating activities more than would be typical
for a company outside our industry.
Our backlog was approximately $254.5 million at
March 31, 2010 and approximately $271.4 million at
December 31, 2009. Backlog includes our SLA with the NGA,
access fee agreements with our international regional
affiliates, regional affiliate ground station operations and
maintenance contracts, commercial imagery contracts and
value-added products and services.
27
Our backlog as of March 31, 2010 included approximately
$72.5 million of contracts with the U.S. Government,
including approximately $37.5 million related specifically
to the SLA. Most of our government contracts are funded
incrementally on a
year-to-year
basis; however, certain foreign government and commercial
customers have signed multi-year contracts. Changes in
government policies, priorities or funding levels through agency
or program budget reductions by the U.S. Congress or
executive agencies could materially adversely affect our
financial condition and results of operations. Furthermore,
contracts with the U.S. Government may be terminated or
suspended by the U.S. Government at any time, with or
without cause, which could result in a reduction in backlog.
In addition, there is $190.3 million of remaining
unamortized revenue related to payments made prior to FOC from
the NGA, of which $24.2 million is expected to be
recognized within one year. We have not included this in our
backlog because no specific services will be rendered to
recognize the revenue. The balance will be recognized on a
straight-line basis over the useful life of the satellite.
Commitments
and Contingencies
Operating
Leases and commitments
We have commitments for operating leases primarily relating to
equipment and office and operating facilities. These leases
contain escalation provisions for increases as a result of
increases in real estate taxes and operating expenses.
Substantially all of these leases have lease terms ranging from
three to ten years. Total rental expense under operating leases
for the three months ended March 31, 2010 and 2009 was
approximately $0.5 million each, respectively.
Additionally, we expect our future satellite insurance costs to
be approximately $1.5 million per quarter.
Contingencies
We may, from time to time, be party to various lawsuits, legal
proceedings and claims arising in the normal course of business.
We cannot predict the outcome of these lawsuits, legal
proceedings and claims with certainty. Nevertheless, we believe
that the outcome of any existing or known threatened
proceedings, even if determined adversely, should not have a
material adverse impact on the Companys financial results,
liquidity or operations.
Critical
Accounting Policies
The foregoing discussion of our financial condition and results
of operations is based on the consolidated financial statements
included in this
Form 10-Q,
which have been prepared in accordance with accounting
principles generally accepted in the United States. The
preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of
assets, liabilities, sales and expenses and the related
disclosures of contingencies. We base these estimates on
historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these
estimates.
During the quarter ended March 31, 2010, there were no
significant changes to the critical accounting policies we
disclosed in Managements Discussion and Analysis of
Financial Condition and Results of Operations in our Annual
Report on
Form 10-K
for the year ended December 31, 2009.
New
Accounting Pronouncements
In October 2009, the FASB issued revised guidance on revenue
from multiple deliverable arrangements including principles and
application guidance on whether multiple deliverables exist, how
the arrangement should be separated and the allocation of the
consideration. Additionally, this revised guidance requires an
entity to allocate revenue in multiple-element arrangements
using estimated selling prices of deliverables if
vendor-specific or other third-party evidence of value is not
available. The new guidance is to be applied on a prospective
basis for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15,
2010, with earlier
28
adoption permitted. We are currently evaluating the impact of
this accounting guidance and do not expect any impact on our
consolidated financial statements.
In January 2010, the FASB issued new guidance that requires new
disclosures for fair value measurements and provides
clarification for existing disclosures requirements. More
specifically, it requires reporting entities to 1) disclose
separately the amount of significant transfers into and out of
Level 1 and Level 2 fair-value measurements and to
describe the reasons for the transfers and 2) provide
information on purchases, sales, issuances and settlements on a
gross basis rather than net in the reconciliation of
Level 3 fair-value measurements. This update is effective
for interim and annual reporting periods beginning after
December 15, 2009 except for the Level 3 fair-value
measurements disclosures that are effective for fiscal years
beginning after December 15, 2010. The adoption of the
updated guidance did not have an effect on the Companys
consolidated results of operations, financial condition or cash
flow during the first quarter of 2010.
In March 2010, the Patient Protection and Affordable Care Act
(PPACA) and the Health Care and Education Reconciliation Act
were both signed into law. While the new law may impact our
healthcare plan, we currently believe this impact will not be
material. We will continue to review the impact of the new
healthcare legislation.
Item 3. | Quantitative and Qualitative Disclosure About Market Risk. |
We are not currently exposed to the market risk associated with
unfavorable movements in interest rates. All of our debt as of
March 31, 2010 is fixed-rate debt. While changes in
interest rates impact the fair value of this debt, there is no
impact to earnings and cash flows because we intend to hold
these obligations to maturity unless market and other conditions
are favorable.
Effective July 1, 2008, we had entered into an interest
rate cap agreement associated with the 2012 Notes that was
intended to protect us from increases in interest rates by
limiting our interest rate exposure to the three-month LIBOR
with a cap of 4.0%. The 2012 Notes were subject to interest rate
fluctuation because the interest rate reset semi-annually for
the term of the 2012 Notes. The interest rate cap agreement was
outstanding until January 2010 when we paid off the remaining
balance of the 2012 Notes.
We do not currently have any material foreign currency exposure.
Our subsidiary in Asia commenced operations during the first
quarter of 2010 and our revenue contracts are denominated in
U.S. dollars and the majority of our purchase contracts are
denominated in U.S. dollars.
Item 4. | Controls and Procedures. |
a) Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive
officer and chief financial officer, evaluated the effectiveness
of the design and operation of our disclosure controls and
procedures (as defined in
Rule 13a-15(e)
or
Rule 15d-15(e)
under the Exchange Act) as of the end of the period covered by
the report as required by
Rule 13a-15(b),
as adopted by the Securities and Exchange Commission (SEC) under
the Securities Exchange Act of 1934, as amended (Exchange Act).
Disclosure controls and procedures are the controls and other
procedures that are designed to ensure that information required
to be disclosed in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SECs rules and
forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that
information required to be disclosed in the reports that we file
or submit under the Exchange Act is accumulated and communicated
to management, including the chief executive officer and chief
financial officer, as appropriate, to allow timely decisions
regarding required disclosure.
As of December 31, 2009, we had reported a material
weakness in our financial reporting related to our internal
controls over the accuracy and valuation of the provision for
income taxes. Please refer to Item 9A, Managements
Report on Internal Control over Financial Reporting, in our
2009 Annual Report.
The material weakness was as follows:
The Company did not maintain effective controls over the
accuracy and valuation of the provision for income
taxes. We did not maintain effective controls
over reviewing and monitoring the accuracy of the
29
income tax provision calculation. This material weakness
resulted in material errors in income tax benefit and the
related deferred tax asset and current income tax payable that
were corrected prior to the issuance of the Companys
consolidated financial statements.
b) Changes in Internal Control over Financial Reporting
in our Last Fiscal Quarter
To remediate the material weakness described above and enhance
our internal control over financial reporting, we are currently
enhancing our control environment and control activities
intended to address the material weakness in our internal
control over financial reporting and to remedy the
ineffectiveness of our disclosure controls and procedures.
During the three months ended March 31, 2010, we continued
remediation initiatives, which are intended to address our
material weakness in internal control over financial reporting.
| We continue to work with an experienced third-party accounting firm in the preparation and analysis of our interim and annual income tax accounting to ensure compliance with generally accepted accounting principles and to ensure corporate compliance with tax regulations. | |
| We continue to automate and streamline the tax provision process to remediate the material weakness identified above. |
Management believes the measures we have implemented during the
three months ended March 31, 2010, through the date of this
filing to remediate the material weakness discussed above, had a
positive effect on our internal control over financial reporting
since December 31, 2009, and anticipates that these
measures and other ongoing enhancements as discussed will
continue to have a positive impact on our internal control over
financial reporting in future periods.
Notwithstanding such efforts, the material weakness related to
the accuracy and valuation of the provision for income taxes
described above will not be remediated until the new controls
operate for a sufficient period of time and are tested to enable
management to conclude that the controls are effective.
Management will consider the design and operating effectiveness
of these controls and will make any additional changes
management determines appropriate.
30
PART II
OTHER INFORMATION
Item 1. | Legal Proceedings. |
In the normal course of business, we may be party to various
lawsuits, legal proceedings and claims arising out of our
business. We cannot predict the outcome of these lawsuits, legal
proceedings and claims with certainty. Nevertheless, we believe
that the outcome of any existing or known threatened
proceedings, even if determined adversely, should not have a
material adverse effect on our business, financial condition or
results of operations.
Item 1A. | Risk Factors. |
We do not believe that there have been any material changes to
the risk factors previously disclosed in our 2009 Annual Report
Form 10-K.
Item 6. | Exhibits. |
(a) Exhibits:
Exhibit 31.1
|
Rule 13a-14(a) Certification of Matthew M. OConnell | |
Exhibit 31.2
|
Rule 13a-14(a) Certification of Joseph F. Greeves | |
Exhibit 32.1
|
Certification Pursuant to 18 U.S.C. Section 1350 of Matthew M. OConnell | |
Exhibit 32.2
|
Certification Pursuant to 18 U.S.C. Section 1350 of Joseph F. Greeves |
31
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
GeoEye, Inc.
(Registrant)
/s/ MATTHEW
M. OCONNELL
Matthew M. OConnell
President and Chief Executive Officer
/s/ JOSEPH
F. GREEVES
Joseph F. Greeves
Executive Vice President and Chief Financial Officer
Date: May 10, 2010
32