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8-K - GEOEYE 8-K 11-6-2012 - GeoEye, Inc.form8k.htm

Exhibit 99.1
 
 
News Release
 
 
 
Investor Relations:
Media Contact:
Randy Scherago
Caitlin Carroll
GeoEye
Gibraltar Associates
(703) 480-6325
(202) 258-9118
scherago.randy@geoeye.com
ccarroll@gibraltar-llc.com
 


GeoEye Reports Third Quarter 2012 Earnings Results

HERNDON, Va. (Nov. 6, 2012) – GeoEye, Inc. (NASDAQ: GEOY), a leading source of geospatial information and insight, announced today results for its fiscal third quarter ended Sept. 30, 2012.

“Third quarter revenue and operating results were in line with our expectations. As expected, on Oct. 31, the National Geospatial-Intelligence Agency (NGA) notified us that they have decided to cancel our Service Level Agreement (SLA) part of the EnhancedView contract. Effective Dec. 1, 2012, we will no longer be providing imagery to the NGA,” said Matt O’Connell, GeoEye’s chief executive officer and president.

“We will continue to provide other services to the NGA under EnhancedView, including the Web delivery platform, secure operations and value-added production services,” O’Connell continued. “We continue to move forward with our combination with DigitalGlobe. We expect to close the transaction late this year or in the first quarter of 2013.”

THIRD QUARTER RESULTS

Total revenues were $87.1 million for the third quarter of 2012, a $1.3 million increase from the third quarter of 2011. Net income available to common stockholders for the third quarter of 2012 was $7.6 million, or $0.33 per fully diluted share, compared to $11.7 million, or $0.51 per fully diluted share, for the third quarter of 2011. When adjusted for transaction costs related to the combination with DigitalGlobe, net income available to common stockholders for the three months ended Sept. 30, 2012, was $12.0 million, or $0.53 per fully diluted share.

Operating profit was $15.2 million for the third quarter of 2012, which included $8.3 million of transaction-related costs. Operating margin was 17.4 percent for the third quarter of 2012, compared to 27.7 percent in the third quarter of 2011. Adjusted EBITDA (a non-GAAP measurement defined as net income before interest, taxes, depreciation, amortization, non-cash recognition of stock compensation expense and other items including transaction related costs) was $43.4 million for the third quarter of 2012, compared to $43.7 million in the same period in 2011.
 
 
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News Release
 
 
The company ended the third quarter of 2012 with unrestricted cash, cash equivalents and short-term investments of $229.4 million; total assets of approximately $1.5 billion; stockholders’ equity of $550.8 million and long-term debt of $513.4 million.

THIRD QUARTER 2012 OPERATING HIGHLIGHTS
 
 
Revenue Mix
 
·
Imagery revenues in the third quarter of 2012 were $59.7 million, or 68.6 percent of total revenues. Production and other services revenues were $21.3 million, or 24.5 percent of total revenues. The NextView cost share accounted for revenues of $6.0 million, or 6.9 percent of total revenues.

 
·
The company recognized $37.5 million of imagery and other revenue under the EnhancedView SLA during the third quarter. U.S. government revenues were $58.9 million, or 68 percent of total revenues in the quarter.

Geographic Information
 
·
Domestic revenues were $66.1 million for the third quarter of 2012, or 75.8 percent of total revenues for the period. International revenues were $21.0 million for the third quarter of 2012, or 24.2 percent of total revenues for the period.

GeoEye-2 Capital Expenditures
 
·
During the quarter, the company invested $55.3 million for the continued development and construction of the GeoEye-2 satellite, including $13.4 million of capitalized interest. To date, the company has invested $773.6 million in the GeoEye-2 satellite program, including $103.1 million of capitalized interest.
 
NINE MONTH RESULTS

Total revenues for the nine months ended Sept. 30, 2012, were $264.8 million, a 2.0 percent increase from $259.6 million in the nine months ended Sept. 30, 2011. The company’s Adjusted EBITDA for the nine-month period ended Sept. 30, 2012, was $134.3 million, an increase of 2.2 percent from the same period in 2011. Net income available to common stockholders for the nine months ended Sept. 30, 2012, was $32.5 million, or $1.43 per fully diluted share, as compared to net income available to common stockholders of $32.8 million, or $1.44 per fully diluted share, in the same period in 2011. When adjusted for transaction related and other costs of $10.9 million, net income available to common stockholders for the nine months ended Sept. 30, 2012, was $38.3 million, or $1.68 per fully diluted share.
 
 
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News Release
 
 
FISCAL YEAR 2012 FINANCIAL OUTLOOK

Given the execution of a definitive merger agreement with DigitalGlobe in July 2012, and the nature of the ongoing business transaction, the company has suspended its full year 2012 guidance.

CONFERENCE CALL

Due to the pending merger of GeoEye, Inc. with DigitalGlobe, Inc., GeoEye will not host a conference call to discuss financial results for the third quarter of 2012.

Selected financial results for the company are as follows (dollars in thousands, except earnings per share):

 
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News Release
 
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)

   
Three Months Ended September 30,
       
   
2012
   
2011
   
Change
 
   
(unaudited)
       
Revenues
  $ 87,109     $ 85,769     $ 1,340  
Operating expenses:
                       
Direct costs of revenue (exclusive of depreciation and amortization)
    31,227       28,508       2,719  
Depreciation and amortization
    17,860       17,986       (126 )
Selling, general and administrative
    22,822       15,516       7,306  
Total operating expenses
    71,909       62,010       9,899  
Income from operations
    15,200       23,759       (8,559 )
Interest income (expense), net
    22       (1,122 )     1,144  
Income before provision for income taxes
    15,222       22,637       (7,415 )
Provision for income taxes
    (5,666 )     (8,549 )     2,883  
Net income
    9,556       14,088       (4,532 )
Preferred stock dividends
    (1,007 )     (1,008 )     1  
      8,549       13,080       (4,531 )
Income allocated to participating securities
    (912 )     (1,416 )     504  
Net income available to common stockholders
  $ 7,637     $ 11,664     $ (4,027 )
                         
Earnings per share
                       
Basic
  $ 0.34     $ 0.53     $ (0.19 )
Diluted
  $ 0.33     $ 0.51     $ (0.18 )
Weighted average shares basic
    22,519       22,147          
Weighted average shares diluted
    22,845       22,789          
                         
   
Nine Months Ended September 30,
         
      2012       2011    
Change
 
   
(unaudited)
         
Revenues
  $ 264,786     $ 259,601     $ 5,185  
Operating expenses:
                       
Direct costs of revenue (exclusive of depreciation and amortization)
    91,937       91,246       691  
Depreciation and amortization
    53,355       52,204       1,151  
Selling, general and administrative
    56,469       44,606       11,863  
Total operating expenses
    201,761       188,056       13,705  
Income from operations
    63,025       71,545       (8,520 )
Interest income (expense), net
    1,382       (8,249 )     9,631  
Income before provision for income taxes
    64,407       63,296       1,111  
Provision for income taxes
    (25,004 )     (23,552 )     (1,452 )
Net income
    39,403       39,744       (341 )
Preferred stock dividends
    (3,002 )     (2,992 )     (10 )
      36,401       36,752       (351 )
Income allocated to participating securities
    (3,902 )     (3,984 )     82  
Net income available to common stockholders
  $ 32,499     $ 32,768     $ (269 )
                         
Earnings per share
                       
Basic
  $ 1.45     $ 1.48     $ (0.03 )
Diluted
  $ 1.43     $ 1.44     $ (0.01 )
Weighted average shares basic
    22,392       22,107          
Weighted average shares diluted
    22,799       22,767          

 
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News Release
 
 
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

   
September 30,
2012
   
December 31,
2011
   
Change
 
   
(unaudited)
             
ASSETS
Current assets:
                 
Cash and cash equivalents
  $ 220,860     $ 188,738     $ 32,122  
Short-term investments
    8,500       9,220       (720 )
Accounts receivable - trade and unbilled receivables, net
    44,973       39,917       5,056  
Income tax receivable
    2,748       19,645       (16,897 )
Restricted cash
    3,952       4,207       (255 )
Current deferred tax assets
    2,148       2,148       -  
Prepaid expenses and other current assets
    11,360       14,805       (3,445 )
Total current assets
    294,541       278,680       15,861  
Property, plant and equipment, net
    56,857       48,065       8,792  
Satellites and related ground systems, net
    1,070,795       913,454       157,341  
Goodwill
    67,945       68,130       (185 )
Intangible assets, net
    8,130       10,526       (2,396 )
Non-current restricted cash
    3,915       6,875       (2,960 )
Other non-current assets
    11,051       8,855       2,196  
Total assets
  $ 1,513,234     $ 1,334,585     $ 178,649  
                         
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
                       
Accounts payable and accrued expenses
  $ 63,240     $ 58,510     $ 4,730  
Current portion of deferred revenue
    67,322       53,433       13,889  
Total current liabilities
    130,562       111,943       18,619  
Long-term debt
    513,379       511,019       2,360  
Long-term deferred revenue, net of current portion
    220,869       131,968       88,901  
Deferred tax liabilities
    89,748       64,694       25,054  
Other non-current liabilities
    7,879       7,674       205  
Total liabilities
    962,437       827,298       135,139  
Commitments and contingencies
    -       -       -  
Stockholders’ equity:
                       
Series A convertible preferred stock
    1       1       -  
Series B junior participating preferred stock
    -       -       -  
Common stock
    226       222       4  
Additional paid-in capital
    386,259       379,154       7,105  
Retained earnings
    164,311       127,910       36,401  
Total stockholders’ equity
    550,797       507,287       43,510  
Total liabilities and stockholders’ equity
  $ 1,513,234     $ 1,334,585     $ 178,649  

 
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News Release
 
 
CONSOLIDATED STATEMENTS OF CASH FLOWS INFORMATION
(in thousands)

   
Nine Months Ended September 30,
       
   
2012
   
2011
   
Change
 
   
(unaudited)
       
Net cash provided by operating activities
  $ 238,110     $ 133,702     $ 104,408  
Net cash used in investing activities
    (204,352 )     (205,765 )     1,413  
Net cash used in financing activities
    (1,636 )     (1,842 )     206  
Net increase (decrease) in cash and cash equivalents
    32,122       (73,905 )     106,027  
Cash and cash equivalents, beginning of period
    188,738       283,233       (94,495 )
Cash and cash equivalents, end of period
  $ 220,860     $ 209,328     $ 11,532  

 
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News Release
 
 
ADJUSTED EBITDA
(in thousands)

   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2012
   
2011
   
2012
   
2011
 
Net income
  $ 9,556     $ 14,088     $ 39,403     $ 39,744  
Adjustments:
                               
Interest (income) expense, net
    (22 )     1,122       (1,382 )     8,249  
Provision for income taxes
    5,666       8,549       25,004       23,552  
Depreciation and amortization
    17,860       17,986       53,355       52,204  
Transaction costs
    8,339       -       10,715       -  
Non-cash stock-based compensation expense
    2,043       1,928       7,219       7,665  
Adjusted EBITDA
  $ 43,442     $ 43,673     $ 134,314     $ 131,414  

Adjusted EBITDA is a non-GAAP financial measure that represents net income before depreciation and amortization expenses, net interest income or expense, provision for income taxes, non-cash stock-based compensation expense and other items including transaction related costs.  We believe that Adjusted EBITDA provides useful information to investors because it is an indicator of the strength and performance of our ongoing operations.  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.
 
 
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News Release
 
 
ADJUSTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS AND ADJUSTED DILUTED EPS
(in thousands, except per share amounts)

   
Three Months Ended 9/30/12
   
Three Months Ended 9/30/11
   
Nine Months Ended 9/30/12
   
Nine Months Ended 9/30/11
 
                         
Net income available to common stockholders
  $ 7,637     $ 11,664     $ 32,499     $ 32,768  
Adjustments:
                               
Transaction costs
    8,339               10,715          
Adjustment to normalize provision for income taxes
    (3,416 )             (4,254 )        
Impact of adjustments on income allocated to participating securities
    (525 )             (693 )        
Adjusted net income available to common stockholders
  $ 12,035     $ 11,664     $ 38,267     $ 32,768  
                                 
                                 
                                 
Weighted average shares - fully diluted
    22,845       22,789       22,799       22,767  
Adjusted diluted EPS
  $ 0.53     $ 0.51     $ 1.68     $ 1.44  

Adjusted Net Income Available to Common Stockholders is a non-GAAP financial measure that represents net income available to common stockholders before other items including transaction related costs, net of tax.  Adjusted Diluted EPS is a non-GAAP financial measure that represents fully diluted earnings per share before other items, net of tax.  We believe that Adjusted Net Income Available to Common Stockholders and Adjusted Diluted EPS provide useful information to investors because they allow investors to evaluate our performance for different periods on a more comparable basis by excluding items that are not related to the ongoing operations of our business.  However, Adjusted Net Income Available to Common Stockholders and Adjusted Diluted EPS are not recognized terms under financial performance under GAAP, and our calculation of Adjusted Net Income Available to Common Stockholders and Adjusted Diluted EPS may not be comparable to the calculation of similarly titled measures of other companies.

 
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News Release
 
 
About GeoEye
 
GeoEye is a leading source of geospatial information and insight for decision makers and analysts, who need a clear understanding of our changing world to protect lives, manage risk and optimize resources. Each day, organizations in defense and intelligence, public safety, critical infrastructure, energy and online media rely on GeoEye's imagery, tools and expertise to support important missions around the globe. Widely recognized as a pioneer in high-resolution satellite imagery, GeoEye has evolved into a complete provider of geospatial intelligence solutions. GeoEye's ability to collect, process and analyze massive amounts of geospatial data allows our customers to quickly see precise changes on the ground and anticipate where events may occur in the future. GeoEye is a public company listed on NASDAQ as GEOY and is headquartered in Herndon, Virginia with more than 700 employees worldwide. Learn more at www.geoeye.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Without limitation, the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “will” and similar expressions are intended to identify forward-looking statements. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future, including statements relating to growth, expected levels of expenditures and statements expressing general optimism about future operating results, are forward-looking statements. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements and those presented elsewhere by our management from time to time are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements. These risks and uncertainties include, but are not limited to, those described in “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2011, which we filed with the Securities and Exchange Commission ("SEC") on March 13, 2012, as updated in our Quarterly Reports on Form 10-Q for the periods ended March 31, 2012, and June 30, 2012, which we filed with the SEC on May 4, 2012, and August 7, 2012, respectively. Copies of all SEC filings may be obtained from the SEC's EDGAR Web site, http://www.sec.gov/ or by contacting: William L. Warren, Executive Vice President, General Counsel and Secretary, at 703-480-5672.

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