e8vk
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 13, 2009
ViaSat, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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0-21767
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33-0174996 |
(State or other jurisdiction of
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(Commission File No.)
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(I.R.S. Employer |
incorporation)
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Identification No.) |
6155 El Camino Real
Carlsbad, California 92009
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (760) 476-2200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Forward-Looking Statements
This Current Report on Form 8-K and the exhibit attached hereto contain forward-looking
statements that are subject to the safe harbors created under the Securities Act of 1933, as
amended (the Securities Act), and the Securities Exchange Act of 1934, as amended (the Exchange
Act). These statements are based on current expectations, estimates, forecasts and projections
about the industries in which ViaSat, Inc. (ViaSat) operates and the beliefs and assumptions of
ViaSats management. ViaSat uses words such as anticipate, believe, continue, could,
estimate, expect, goal, intend, may, plan, project, seek, should, target,
will, would, variations of such words and similar expressions to identify forward-looking
statements. These forward-looking statements include, among others, statements that refer to:
estimates, expectations and beliefs regarding ViaSats second quarter results; the previously
announced acquisition of WildBlue Holding, Inc. (WildBlue) and the timing of expenses associated
therewith; and ViaSats private placement of the Notes (as defined below) and the application of
net proceeds therefrom. Readers are cautioned that actual results could differ materially from
those expressed in any forward-looking statements. Factors that could cause actual results to
differ include: no independent public accounting firm has compiled, examined or performed any
procedures with respect to the estimated financial information contained herein, nor have they
expressed any opinion or other form of assurance on such information or its achievability; changes
in estimated amounts based on the final accounting of ViaSats second quarter results; the
assumptions and estimates underlying the estimated financial information contained herein are
inherently uncertain and are subject to a wide variety of significant business, economic and
competitive risks and uncertainties; the ability of ViaSat to consummate the previously announced
acquisition of WildBlue; the ability of ViaSat to complete the private placement of the Notes; the
ability to have manufactured or successfully launch ViaSats new high-capacity Ka-band spot-beam
satellite, ViaSat-1, or implement the related broadband satellite services; continued turmoil in
global financial markets and economies; the availability and cost of credit; reliance on U.S.
government contracts and on a small number of contracts which account for a significant percentage
of ViaSats revenues; the ability to successfully develop, introduce and sell new technologies,
products and enhancements; reduced demand for products as a result of continued constraints on
capital spending by customers; changes in relationships with, or the financial condition of, key
customers or suppliers; reliance on a limited number of third parties to manufacture and supply
products; increased competition and other factors affecting the communications and networking
industries generally; and the effect of adverse regulatory changes on our ability to sell products.
In addition, please refer to the risk factors contained in ViaSats Securities and Exchange
Commission (SEC) filings available at www.sec.gov, including ViaSats most recent Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q. Therefore, actual results may differ materially
and adversely from those expressed in any forward-looking statements. ViaSat undertakes no
obligation to revise or update any forward-looking statements for any reason.
Item 7.01. Regulation FD Disclosure.
On October 13, 2009, ViaSat issued a press release pursuant to Rule 135c under the Securities
Act regarding the proposed issuance of $250 million in aggregate principal amount of senior
unsecured notes due 2016 (the Notes) through a private placement to qualified institutional
buyers in the United States pursuant to Rule 144A under the Securities Act and outside the United
States pursuant to Regulation S under the Securities Act.
In connection with the offering of the Notes, ViaSat disclosed certain information to
prospective investors, including
financial information relating to ViaSats preliminary results of operations for the second quarter
of fiscal year 2010 and financial information relating to WildBlue.
Second quarter outlook
ViaSat anticipates that its new contract awards for the second quarter of fiscal year 2010
will be approximately $220 million to $225 million, which would be its second largest quarter for
new contract awards. ViaSat expects revenues will be approximately $158 million to $162 million, compared to $159.3 million for the second quarter of fiscal year
2009. Income from operations for the second quarter of fiscal
year 2010 is anticipated to be approximately $11.5 million to $12.5 million, compared to $9.3
million for the prior year period. Included in income from operations for ViaSats second quarter
of fiscal year 2010 are approximately $2.5 million in expenses incurred in connection with ViaSats
previously announced acquisition of WildBlue. ViaSat expects to incur additional
acquisition-related expenses in the third and fourth quarters of fiscal year 2010, the amount of
which will vary depending on the timing of regulatory clearance, among other things.
WildBlue summary historical financial data
The following tables set forth WildBlues summary historical consolidated financial data as of
December 31, 2007 and 2008, for the years ended December 31, 2006, 2007 and 2008, for the twelve
months ended June 30, 2009, as of June 30, 2009 and for the six-month periods ended June 30, 2008
and 2009. The summary information for the twelve months ended June 30, 2009 has been derived by
adding the consolidated financial data for the year ended December 31, 2008 and the six-month
period ended June 30, 2009 and subtracting the consolidated financial data for the six-month period
ended June 30, 2008. The following financial information reflects the consolidated financial
information of WildBlue provided to ViaSat by WildBlue management, and is not indicative of the
performance of the WildBlue business following the consummation of the previously announced
acquisition of WildBlue. ViaSat has had no involvement in the preparation of WildBlues financial
information, and ViaSat cannot assure you that they fairly present the financial condition, results
of operations or cash flows of WildBlue or that they have been correctly prepared in accordance
with accounting principles generally accepted in the United States (GAAP). In addition, the
results presented below are not necessarily indicative of the results to be expected for any future
period, and the results for any interim period are not necessarily indicative of the results that
may be expected for a full year.
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Twelve |
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months |
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ended |
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Six months ended |
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(in thousands, |
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Year ended December 31, |
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June 30, |
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June 30, |
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except per share data) |
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2006 |
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2007 |
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2008 |
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2009 |
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2008 |
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2009 |
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(unaudited) |
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Consolidated statement of
operations data: |
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Revenue: |
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$ |
40,132 |
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$ |
107,311 |
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$ |
187,289 |
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$ |
208,865 |
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$ |
84,156 |
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$ |
105,732 |
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Operating expenses: |
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Cost of revenue
(exclusive of
depreciation and
amortization shown below) |
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65,099 |
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99,694 |
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105,921 |
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92,783 |
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54,463 |
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41,325 |
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Sales, marketing and
advertising |
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17,614 |
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21,421 |
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22,513 |
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21,704 |
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11,985 |
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11,176 |
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Research and development |
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2,039 |
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1,037 |
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167 |
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120 |
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59 |
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12 |
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General and administrative |
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22,923 |
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8,901 |
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10,678 |
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17,296 |
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3,107 |
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9,725 |
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Depreciation and
amortization |
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21,898 |
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43,008 |
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52,794 |
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55,728 |
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25,896 |
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28,830 |
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Loss on disposition of
assets |
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4 |
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31 |
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6 |
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1,074 |
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86 |
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1,154 |
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Loss on extinguishment of
debt |
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2,068 |
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3,871 |
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15,639 |
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15,639 |
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Total operating
expenses |
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131,645 |
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177,963 |
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207,718 |
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204,344 |
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95,596 |
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92,222 |
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Operating income
(loss) |
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(91,513 |
) |
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(70,652 |
) |
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(20,429 |
) |
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4,521 |
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(11,440 |
) |
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13,510 |
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Other income (expense): |
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Interest expense |
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(25,100 |
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(57,264 |
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(58,892 |
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(60,182 |
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(27,394 |
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(28,684 |
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Interest income |
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1,080 |
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2,095 |
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875 |
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724 |
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322 |
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171 |
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Loss on undesignated
interest rate swap
contract, net |
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(817 |
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(817 |
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Other-than-temporary
impairment on investments |
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(1,056 |
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(2,141 |
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(1,717 |
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(424 |
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Net loss |
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$ |
(115,533 |
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$ |
(126,877 |
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$ |
(80,587 |
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$ |
(57,471 |
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$ |
(38,936 |
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$ |
(15,820 |
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Net Loss per Share |
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Basic loss per share |
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$ |
(4.06 |
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$ |
(4.46 |
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$ |
(4.89 |
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$ |
(18.56 |
) |
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$ |
(1.37 |
) |
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$ |
(10.77 |
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Diluted loss per share |
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$ |
(4.06 |
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$ |
(4.46 |
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$ |
(4.89 |
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$ |
(18.56 |
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$ |
(1.37 |
) |
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$ |
(10.77 |
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Weighted average common
shares outstanding |
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Basic |
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28,443 |
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28,461 |
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16,491 |
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3,097 |
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28,479 |
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1,469 |
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Diluted(1) |
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28,443 |
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28,461 |
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16,491 |
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3,097 |
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28,479 |
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1,469 |
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Year ended December 31, |
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Six months ended June 30, |
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(in thousands) |
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2006 |
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2007 |
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2008 |
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2008 |
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2009 |
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(unaudited) |
Consolidated cash flows and other financial data: |
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Net cash provided by (used in) operating activities |
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$ |
(70,166 |
) |
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$ |
(67,645 |
) |
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$ |
11,926 |
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$ |
(12,479 |
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$ |
35,772 |
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Net cash used in investing activities |
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(127,661 |
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(38,263 |
) |
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(31,006 |
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(6,592 |
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(19,163 |
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Net cash provided by (used in) financing activities |
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204,332 |
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117,709 |
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48,535 |
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(45 |
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As of December 31, |
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As of June 30, |
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(in thousands) |
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2007 |
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2008 |
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2009 |
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(unaudited) |
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Consolidated balance sheet data: |
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Cash and cash equivalents |
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$ |
21,112 |
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$ |
50,567 |
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$ |
67,176 |
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Inventory |
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10,576 |
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5,542 |
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6,621 |
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Property, plant and equipment, net |
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465,453 |
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435,813 |
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429,955 |
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Satellite co-location right, net |
|
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4,608 |
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4,216 |
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|
4,020 |
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Total assets |
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531,845 |
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535,781 |
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539,202 |
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Total long-term debt, current portion |
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13,756 |
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Total long-term debtrelated parties, current portion |
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214,162 |
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Total long-term debt, net |
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22,739 |
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|
22,658 |
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|
9,584 |
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Total long-term debtrelated parties, net |
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377,905 |
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391,964 |
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190,645 |
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Total liabilities |
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434,163 |
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|
442,725 |
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|
459,629 |
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Total stockholders equity |
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97,682 |
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|
93,056 |
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|
79,573 |
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Twelve |
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Six months ended |
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Year ended December 31, |
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|
months ended |
|
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June 30, |
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(unaudited and in thousands) |
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
June 30, 2009 |
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|
2008 |
|
|
2009 |
|
Other financial data: |
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EBITDA(2) |
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(69,615 |
) |
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(28,700 |
) |
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|
30,224 |
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|
|
57,715 |
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|
|
14,032 |
|
|
|
41,523 |
|
Adjusted EBITDA(2) |
|
|
(59,738 |
) |
|
|
(31,564 |
) |
|
|
42,232 |
|
|
|
76,304 |
|
|
|
9,904 |
|
|
|
43,976 |
|
|
|
|
(1) |
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As the financial information results in a net loss, the weighted-average number of shares
used for basic and diluted earnings per share is the same, as diluted shares would be
anti-dilutive. |
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(2) |
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EBITDA represents net income before interest, taxes, depreciation and amortization. Adjusted
EBITDA represents EBITDA adjusted to exclude the effects of non-cash stock-based compensation
expense, losses recorded related to an interest rate swap agreement with respect to WildBlues
existing credit facilities and loss on extinguishment of debt relating to certain debt
restructuring and a 2008 recapitalization transaction. We believe that the presentation of
EBITDA and adjusted EBITDA provides useful information to investors with which to analyze
operating trends and performance and ability to service and incur debt. Further, we believe
EBITDA and adjusted EBITDA facilitate company-to-company operating performance comparisons by
backing out potential differences caused by variations in capital structures (affecting net
interest expense), taxation and the age and book depreciation of property, plant and
equipment (affecting relative depreciation expense), which may vary for different companies
for reasons unrelated to operating performance. In addition, we believe that EBITDA is
frequently used by securities analysts, investors and other interested parties in their
evaluation of companies, many of which present an EBITDA measure when reporting their results. |
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EBITDA and adjusted EBITDA are not measurements of financial performance under GAAP and should
not be considered as an alternative to net income as a measure of performance or to net cash
flows provided by (used in) operations as a measure of liquidity. In addition, other companies
may define EBITDA and adjusted EBITDA differently and, as a result, these measures of EBITDA
and adjusted EBITDA may not directly comparable to EBITDA or adjusted EBITDA of other
companies. Furthermore, EBITDA and adjusted EBITDA each has limitations as an analytical tool,
and you should not consider them in isolation, or as a substitute for analysis of WildBlues
results as reported under GAAP. Some of these limitations are: |
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EBITDA and adjusted EBITDA do not reflect cash expenditures, or future
requirements, for capital expenditures or contractual commitments, |
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EBITDA and adjusted EBITDA do not reflect changes in, or cash requirements for,
working capital needs, |
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EBITDA and adjusted EBITDA do not reflect the significant interest expense, or the
cash requirements necessary to service interest or principal payments, on debt, and |
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Although depreciation and amortization are non-cash charges, the assets being
depreciated and amortized will often have to be replaced in the future, and EBITDA and
adjusted EBITDA do not reflect any cash requirements for such replacements. |
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Because of these limitations, EBITDA and adjusted EBITDA should not be considered as a measure
of discretionary cash available to invest in the business, and should be used only
supplementally. You are cautioned not to place undue reliance on EBITDA or adjusted EBITDA. |
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The following table reconciles WildBlue EBITDA and adjusted EBITDA to WildBlue net income
(loss), which we consider to be the most directly comparable GAAP financial measure to EBITDA
and adjusted EBITDA: |
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Twelve |
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months |
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ended |
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Six months ended |
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Year ended December 31, |
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June 30, |
|
|
June 30, |
|
(unaudited and in thousands) |
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
Reconciliation: |
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Net income (loss) |
|
$ |
(115,533 |
) |
|
$ |
(126,877 |
) |
|
$ |
(80,587 |
) |
|
$ |
(57,471 |
) |
|
$ |
(38,936 |
) |
|
$ |
(15,820 |
) |
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
24,020 |
|
|
|
55,169 |
|
|
|
58,017 |
|
|
|
59,458 |
|
|
|
27,072 |
|
|
|
28,513 |
|
Depreciation and amortization |
|
|
21,898 |
|
|
|
43,008 |
|
|
|
52,794 |
|
|
|
55,728 |
|
|
|
25,896 |
|
|
|
28,830 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
|
(69,615 |
) |
|
|
(28,700 |
) |
|
|
30,224 |
|
|
|
57,715 |
|
|
|
14,032 |
|
|
|
41,523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on interest rate swap |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
817 |
|
|
|
|
|
|
|
817 |
|
Loss on extinguishment of debt |
|
|
2,068 |
|
|
|
3,871 |
|
|
|
15,639 |
|
|
|
15,639 |
|
|
|
|
|
|
|
|
|
Non-cash stock-based
compensation expense |
|
|
7,809 |
|
|
|
(6,735 |
) |
|
|
(3,631 |
) |
|
|
2,133 |
|
|
|
(4,128 |
) |
|
|
1,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
|
(59,738 |
) |
|
|
(31,564 |
) |
|
|
42,232 |
|
|
|
76,304 |
|
|
|
9,904 |
|
|
|
43,976 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ViaSat is furnishing the information contained in this Current Report on Form 8-K pursuant to
Item 7.01 in the event such information could be required to be disclosed by Regulation FD. In
accordance with General Instruction B.2 of Form 8-K, the information furnished in this Current
Report on Form 8-K pursuant to Item 7.01 shall not be incorporated by reference into any filing of
the registrant, whether made before or after the date hereof, regardless of any general
incorporation language in such filing, unless expressly incorporated by specific reference into
such filing. The information in this item shall not be deemed to be filed for purposes of Section
18 of the Exchange Act, or otherwise subject to the liabilities of that section or Sections 11 and
12(a)(2) of the Securities Act.
The information furnished in this Current Report on Form 8-K pursuant to Item 7.01 is summary
information that is intended to be considered in the context of ViaSats SEC filings and other
public announcements that ViaSat may make, by press release or otherwise, from time to time. ViaSat
disclaims any intention to revise or update the information furnished in this Current Report on
Form 8-K pursuant to Item 7.01, although ViaSat may do so from time to time as its management
believes is warranted. Any such updating may be made through the furnishing or filing of other
reports or documents with the SEC, through press releases or through other public disclosure.
Item 8.01. Other Events.
On October 13, 2009, ViaSat issued a press release pursuant to Rule 135c under the Securities
Act regarding the proposed issuance of $250 million in aggregate principal amount of Notes through
a private placement to qualified institutional buyers in the United States pursuant to Rule 144A
under the Securities Act and outside the United States pursuant to Regulation S under the
Securities Act.
Neither the press release nor this Current Report on Form 8-K constitutes an offer to sell or
the solicitation of an offer to buy securities. Any offers of the securities will be made only by
means of a private offering memorandum. The Notes have not been registered under the Securities
Act, and may not be offered or sold in the United States except pursuant to an effective
registration statement or an exemption from the registration requirements of the Securities Act and
applicable state laws.
In accordance with Rule 135c(d) under the Securities Act, a copy of the press release is
attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
|
|
Exhibit |
|
|
Number |
|
Description of Exhibit |
99.1
|
|
Press Release dated October 13, 2009 issued by ViaSat, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
VIASAT, INC.
|
|
Date: October 13, 2009 |
By: |
/s/ Keven K. Lippert
|
|
|
|
Name: |
Keven K. Lippert |
|
|
|
Title: |
Vice President and General Counsel |
|
EXHIBIT INDEX
|
|
|
Exhibit |
|
|
Number |
|
Description of Exhibit |
|
99.1
|
|
Press Release dated October 13, 2009 issued by ViaSat, Inc. |