ViaSat, Inc.
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): May 16,
2006
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
Incorporation)
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(Commission File No.)
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(I.R.S. Employer
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
Item 2.02. Results of Operations and Financial Condition.
On May 16, 2006, ViaSat, Inc. issued a press release regarding its financial results for the
fourth quarter and fiscal year ended March 31, 2006. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Current Report, including the exhibit, is being furnished
and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that section. Such information shall not be
incorporated by reference into any filing of ViaSat, Inc., whether made before or after the date
hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit |
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Number |
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Description of Exhibit |
99.1
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Press release issued by ViaSat, Inc. on May 16, 2006. |
SIGNATURE
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.
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Date: May 16, 2006
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VIASAT, INC. |
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By: /s/ RONALD G. WANGERIN
Name: Ronald G. Wangerin
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Title: Vice President, CFO |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description of Exhibit |
99.1
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Press release issued by ViaSat, Inc. on May 16, 2006. |
exv99w1
Exhibit 99.1
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May 16, 2006 |
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News
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Contact: |
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June Harrison |
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ViaSat Inc. |
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760-476-2480 |
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www.viasat.com |
ViaSat
Announces Record Orders, Revenues, Earnings and Cash Flows for Fiscal 2006
Carlsbad, CA ¾ ViaSat Inc. (NASDAQ: VSAT), a provider of networking and
communication equipment for government and commercial customers, today announced financial results
for the fourth quarter and fiscal year 2006. The fiscal fourth quarter results include record
totals for revenues of $118.1 million, new orders of
$133.3 million, net income of $0.28 per share on a diluted non-GAAP basis and cash flows from operations of
$22.2 million. The company also reported
fourth quarter net income of $0.20 per share on a diluted GAAP basis, which includes compensation expense
charges of $0.04 per share, or $1.2 million net of tax, related
to the acceleration of vesting for certain
employee stock options.
Financial
highlights for the fiscal year include record revenues of $433.8 million, net income of $1.00
per share on a diluted non-GAAP basis or $0.81 per share on a diluted GAAP basis, new business orders totaling
$443.7 million and cash flows from operations of $52.2 million.
Fiscal year 2006, our 20th anniversary year, was our best ever, resulting in
records in all our basic metrics orders, revenues, earnings and cash flows, said Mark Dankberg,
chairman and CEO of ViaSat. Our financial performance reflects a strong competitive posture in our
targeted government and commercial market segments. We believe the company is well positioned to
capitalize on continued growth in those key markets in our new fiscal year.
Financial Results
For the fourth quarter ended March 31, 2006,1 the company reported the following:
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(In millions, except per share data) |
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Q4 2006 |
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Q4 2005 |
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FY 2006 |
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FY 2005 |
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Revenues |
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$ |
118.1 |
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$ |
90.9 |
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$ |
433.8 |
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$ |
345.9 |
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Net income |
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$ |
5.8 |
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$ |
6.7 |
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$ |
23.5 |
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$ |
19.3 |
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Diluted per
share net income |
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$ |
0.20 |
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$ |
0.24 |
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$ |
0.81 |
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$ |
0.68 |
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Non-GAAP net income 2 |
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$ |
8.2 |
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$ |
7.6 |
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$ |
28.8 |
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$ |
23.3 |
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Diluted per share non-GAAP
net income 2 |
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$ |
0.28 |
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$ |
0.27 |
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$ |
1.00 |
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$ |
0.83 |
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Diluted weighted average shares |
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29.5 |
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28.2 |
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28.9 |
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28.1 |
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New orders/Contract awards |
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$ |
133.3 |
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$ |
129.5 |
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$ |
443.7 |
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$ |
426.2 |
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Sales backlog |
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$ |
374.9 |
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$ |
361.9 |
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$ |
374.9 |
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$ |
361.9 |
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more
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1 |
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ViaSat uses a 52- or 53-week fiscal year which ends on the Friday closest to
March 31. ViaSat quarters for fiscal year 2006 ended on July 1, 2005, September 30, 2005,
December 30, 2005 and March 31, 2006. |
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2 |
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All non-GAAP numbers have been adjusted to exclude the effects of acquisition
charges (amortization of intangible assets) and the non-GAAP numbers
for the fourth quarter and fiscal year 2006 also exclude the effects
of compensation expense from accelerating the vesting of certain
employee stock
options. A reconciliation of specific adjustments to GAAP results for these periods
is included in the Non-GAAP Condensed Consolidated Statement of Operations table contained in
this release. A description of our use of non-GAAP information is provided under Use of
Non-GAAP (Pro Forma) Financial Information. |
Government Segment
The Government segment recorded quarterly revenues of $54.4 million and record annual revenues
of $210.6 million, a 14.0% increase over the fourth quarter of fiscal year 2005 and a 20.1%
increase over the prior fiscal year. The increase in revenues is primarily from our tactical data
links and networking and information assurance products.
Commercial Segment
For the Commercial segment, revenue increased to $64.8 million for the fourth quarter and a
record $229.5 million for the fiscal year. These figures represent a 40.9% increase over the fourth
quarter of fiscal year 2005 and an increase of 29.4% over the prior fiscal year. The increase in
commercial segment revenues is primarily from our enterprise VSAT and consumer broadband product
areas.
Selected Fiscal Year 2006 Business Highlights
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Awarded over $56 million from The Boeing Company for a Ground Based Beam
Forming system in support of Mobile Satellite Ventures planned
new hybrid space / ground
mobile network. |
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Increased our breadth and depth in satellite broadband with the purchase of
Efficient Channel Coding Inc. ECC adds experience in state-of-the-art custom digital chip
designs to ViaSat, including the new Adaptive Coding & Modulation (ACM) modes of the S2
version of the DVB-RCS (Digital Video Broadcast Return Channel Satellite) satellite
broadband standard. ECC also supplies custom modem chips, reference designs, and gateway
technology for the Asian IPSTAR spot-beam satellite system. |
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Ramped up production of Data-Over-Cable Service Interface Specification
(DOCSIS®)-based, SurfBeam® two-way broadband satellite terminals. We shipped
over 100,000 units in the first year of Ka-band service availability, reflecting strong
underlying demand and high customer satisfaction for services offered by Wildblue
Communication and Telesat Canada, as well as several other Ku-band satellite broadband
service providers. |
more
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Sustained momentum in the VSAT networks market, surpassing
70,000 shipments of the
LinkStar®
hub-based VSAT terminals, introduced our LinkStarS2 and
LinkWayS2 products integrating
bandwidth saving DVB S2 technology, and achieved DVB-RCS
certification from SatLabs for the LinkStar
VSAT system. |
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Increased market share in tactical data links, including total Lot 6 delivery
orders valued at $74 million, the single largest order ever for a Multifunctional
Information Distribution System (MIDS) lot procurement. |
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Strengthened our position in the Joint Tactical Radio System
(JTRS) market through successful program
design milestones and a new contract award leading to advanced airborne networking
capabilities. |
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Sustained a leading position in the emerging (DoD) High Assurance Internet Protocol
Interoperability Specification (HAIPIS) market. Key accomplishments include release and
certification of the new KG-255 gigabit Ethernet product, continued development of new
versions of the interoperability standard, funding to explore new capabilities and
applications, contract funding for integration of HAIPIS functionality into important new
markets such as JTRS and airborne networking, and initial product orders for KG-250s from
key customer communities. |
Safe Harbor Statement
Portions of this release, particularly ViaSats financial prospects for fiscal year 2007
and beyond and the Selected Fiscal Year 2006 Business Highlights section, may contain
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. ViaSat wishes to caution you that there are some factors that could cause actual results to
differ materially from historical results or from any results expressed or implied by such
forward-looking statements, including but not limited to: product
design flaws or defects; ViaSats ability to successfully
integrate acquired companies; ViaSats ability to perform under
existing contracts and obtain additional contracts; ViaSats ability to develop new products that
gain market acceptance; changes in product supply, pricing and
customer demand; changes in
relationships with, or the financial condition of, key customers or
suppliers; changes in
government regulations; changes in economic conditions globally and in the communications markets
in particular; increased competition; potential product liability,
infringement and other claims;
and other factors affecting the communications industry generally. ViaSat refers you to the
documents it files from time to time with the Securities and Exchange Commission, specifically the
section titled Factors That May Affect Future Performance in ViaSats Form 10-Ks and subsequent
Form 10-Qs. These documents contain and identify other important factors that could cause actual
results to differ materially from those contained in our projections or forward-looking statements.
Stockholders and other readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date on which they are made. We undertake no obligation to
update publicly or revise any forward-looking statements.
more
Conference Call
ViaSat Inc. will host a conference call to discuss fourth quarter and fiscal year 2006
financial results at 5:00 P.M. Eastern Time on Tuesday, May 16, 2006. The dial-in number is (800)
510-0178 in the U.S. and (617) 614-53450 internationally. The pass code is 93508861. An audio
replay will be available until 7:00 P.M. EST May 17, 2006 at (888) 286-8010 (617-801-6888
international) and the pass code is 95389360. You can also access our conference call webcast,
conference call materials and other material financial information discussed on our conference call
(including any information required by Regulation G) on the Investor Relations Events Calendar page
of our corporate web site (www.viasat.com). The call and associated conference call materials will
be archived and available on that site for at least 12 months immediately following the conference
call.
About ViaSat, Inc. (www.viasat.com)
ViaSat produces innovative satellite and other wireless communication products that enable
fast, secure, and efficient communications to any location. Products include satellite ground
systems, information security devices, tactical communication radios, and communication simulators.
The companys full line of satellite communication products includes VSAT systems for network
access and infrastructure, and Ka-band satellite systems, from user terminals to large gateways.
Along with its headquarters in Carlsbad, CA, ViaSat has divisions located in Duluth, GA, and
Germantown, MD.
In
addition the company has two wholly-owned subsidiaries: US
Monolithics, based in Chandler, AZ, which designs and produces monolithic microwave integrated circuits (MMICs) and modules for use in
broadband communications for military and commercial applications; and Efficient Channel Coding,
based in Cleveland, OH, an innovator in satellite communication components and systems that
increase the efficiency of todays advanced satellite, wireless and wire-line communication
systems.
Use of Non-GAAP (Pro Forma) Financial Information
Non-GAAP net income excludes the effects of acquisition charges (amortization of
intangible assets) and the effects of compensation expense from the
accelerated vesting of certain employee stock
options in the fourth quarter of fiscal year 2006. Non-GAAP net income is provided to enhance the
overall understanding of our current financial performance and our prospects for the future.
Specifically, we believe the non-GAAP results provide useful information to both management and
investors by excluding specific expenses that we believe are not indicative of our core operating
results. In addition, since we have historically reported non-GAAP results to the investment
community, we believe the inclusion of non-GAAP numbers provides consistency in our financial
reporting. Further, these adjusted non-GAAP results are one of the primary indicators management
uses for planning and forecasting in future periods. The presentation of this additional
information should not be considered in isolation or as a substitute for results prepared in
accordance with generally accepted accounting
more
principles. See the Non-GAAP Condensed Consolidated Statement of Operations table for a
reconciliation of net income to non-GAAP net income. Non-GAAP as presented in this press release
may not be comparable to similarly titled measures reported by other companies.
DOCSIS is a registered trademark of Cable Television Laboratories Inc.
more
Condensed Consolidated Statement of Operations
(Unaudited)
(In thousands, except per share data)
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Three months ended |
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Twelve months ended |
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March 31, 2006 |
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April 1, 2005 |
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March 31, 2006 |
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April 1, 2005 |
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Revenues |
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$ |
118,126 |
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$ |
90,939 |
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$ |
433,823 |
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$ |
345,939 |
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Cost of revenues |
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87,711 |
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68,204 |
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325,271 |
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262,260 |
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Gross profit |
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30,415 |
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22,735 |
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108,552 |
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83,679 |
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Operating expenses: |
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Selling, general & administrative |
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16,162 |
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14,191 |
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57,059 |
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48,631 |
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Independent research and development |
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5,368 |
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2,722 |
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15,757 |
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8,082 |
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Amortization of intangible assets |
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2,088 |
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1,512 |
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6,806 |
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6,642 |
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Income from operations |
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6,797 |
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4,310 |
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28,930 |
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20,324 |
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Interest, net |
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(130 |
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373 |
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(200 |
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304 |
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Income before income taxes and minority interest |
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6,667 |
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4,683 |
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28,730 |
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20,628 |
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Provision (benefit) for income taxes |
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768 |
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(2,060 |
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5,105 |
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1,246 |
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Minority interest in net earnings of subsidiary, net of tax |
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141 |
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25 |
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110 |
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115 |
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Net Income |
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$ |
5,758 |
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$ |
6,718 |
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$ |
23,515 |
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$ |
19,267 |
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Diluted net income per share |
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$ |
0.20 |
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$ |
0.24 |
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$ |
0.81 |
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$ |
0.68 |
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Diluted common equivalent shares |
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29,485 |
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28,222 |
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28,857 |
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28,147 |
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Non-GAAP Condensed Consolidated Statement of Operations
(Unaudited)
(In thousands, except per share data)
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Three months ended |
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Twelve months ended |
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March 31, 2006 |
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April 1, 2005 |
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March 31, 2006 |
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April 1, 2005 |
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Revenues |
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$ |
118,126 |
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$ |
90,939 |
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$ |
433,823 |
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$ |
345,939 |
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Cost of revenues |
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$ |
87,010 |
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68,204 |
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$ |
324,570 |
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262,260 |
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Gross profit |
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31,116 |
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22,735 |
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109,253 |
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83,679 |
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Operating expenses: |
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Selling, general & administrative |
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15,476 |
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14,191 |
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56,373 |
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48,631 |
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Independent research and development |
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5,294 |
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2,722 |
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15,683 |
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8,082 |
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Non-GAAP income from operations |
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10,346 |
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5,822 |
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37,197 |
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26,966 |
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Interest, net |
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(130 |
) |
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373 |
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(200 |
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304 |
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Non- GAAP income before income taxes
and minority interest |
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10,216 |
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6,195 |
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36,997 |
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27,270 |
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Provision (benefit) for income taxes |
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1,826 |
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(1,455 |
) |
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8,050 |
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3,903 |
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Minority interest in net earnings of subsidiary, net of tax |
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141 |
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25 |
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110 |
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115 |
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Non-GAAP net income |
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$ |
8,249 |
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$ |
7,625 |
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$ |
28,837 |
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$ |
23,252 |
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Non-GAAP diluted net income per share |
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$ |
0.28 |
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$ |
0.27 |
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$ |
1.00 |
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$ |
0.83 |
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Diluted common equivalent shares |
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29,485 |
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28,222 |
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28,857 |
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28,147 |
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AN ITEMIZED RECONCILIATION BETWEEN NET INCOME
ON A GAAP BASIS AND NON-GAAP BASIS IS AS FOLLOWS: |
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|
GAAP net income |
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$ |
5,758 |
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$ |
6,718 |
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$ |
23,515 |
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$ |
19,267 |
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Amortization of intangible assets |
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|
2,088 |
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|
1,512 |
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|
6,806 |
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|
6,642 |
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Compensation
expense from accelerated vesting of certain employee stock options: |
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Cost of revenues |
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|
701 |
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|
701 |
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Selling, general & administrative |
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|
686 |
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|
686 |
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Independent research and development |
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|
74 |
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74 |
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Income tax effect |
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(1,058 |
) |
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(605 |
) |
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(2,945 |
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(2,657 |
) |
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Non-GAAP net income |
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$ |
8,249 |
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$ |
7,625 |
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$ |
28,837 |
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$ |
23,252 |
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more
Condensed Consolidated Balance Sheet
(Unaudited)
(In thousands)
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Assets |
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March 31, 2006 |
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April 1, 2005 |
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Liabilities and |
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March 31, 2006 |
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April 1, 2005 |
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|
|
Stockholders Equity |
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Cash and S-T investments |
|
$ |
36,887 |
|
|
$ |
14,741 |
|
|
Accounts payable |
|
$ |
50,577 |
|
|
$ |
38,523 |
|
Accounts receivable, net |
|
|
144,715 |
|
|
|
141,298 |
|
|
Accrued liabilities |
|
|
40,969 |
|
|
|
32,410 |
|
Inventory |
|
|
49,883 |
|
|
|
36,612 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes |
|
|
7,008 |
|
|
|
7,027 |
|
|
Total current liabilities |
|
|
91,546 |
|
|
|
70,933 |
|
Other current assets |
|
|
5,960 |
|
|
|
10,114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
244,453 |
|
|
|
209,792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
9,389 |
|
|
|
3,911 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
28,133 |
|
|
|
19,492 |
|
|
Total liabilities |
|
|
100,935 |
|
|
|
74,844 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other intangible assets, net |
|
|
23,983 |
|
|
|
20,990 |
|
|
Minority interest |
|
|
836 |
|
|
|
698 |
|
Property and equip, net |
|
|
46,211 |
|
|
|
33,278 |
|
|
|
|
|
|
|
|
|
|
|
Other assets |
|
|
22,289 |
|
|
|
18,273 |
|
|
Total stockholders equity |
|
|
263,298 |
|
|
|
226,283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
365,069 |
|
|
$ |
301,825 |
|
|
|
|
$ |
365,069 |
|
|
$ |
301,825 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|