Table of Contents
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
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 3, 2006
ViaSat, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-21767 | 33-0174996 | ||
| (State or Other Jurisdiction of | (Commission File No.) | (I.R.S. Employer | ||
| Incorporation) | Identification No.) |
6155 El Camino Real
Carlsbad, California 92009
Carlsbad, California 92009
(Address of principal executive offices, including zip code)
Registrant’s 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 | ||||||||
| Item 9.01. Financial Statements and Exhibits | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.1 | ||||||||
Table of Contents
Item 2.02. Results of Operations and Financial Condition.
On August 3, 2006, ViaSat, Inc. issued a press release regarding its financial results for the
first quarter of fiscal year 2007. 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.
| Exhibit | ||
| Number | Description of Exhibit | |
99.1
|
Press release issued by ViaSat, Inc. on August 3, 2006. |
Table of Contents
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.
| Date: August 3, 2006 | VIASAT, INC. |
|||
| By: | /s/ Ronald G. Wangerin | |||
| Name: | Ronald G. Wangerin | |||
| Title: | Vice President, CFO | |||
Table of Contents
EXHIBIT INDEX
| Exhibit | ||
| Number | Description of Exhibit | |
99.1
|
Press release issued by ViaSat, Inc. on August 3, 2006. |
Exhibit 99.1
ViaSat Reports First Quarter Results, Including Record Revenue and Awards
Carlsbad, CA — ViaSat, Inc. (NASDAQ: VSAT) today announced record revenues of $128.7 million
and new net contract awards of $134.0 million for the quarter ended June 30, 2006. In addition,
ViaSat reported net income of $0.26 per share on a diluted non-GAAP basis or $0.20 per share on a
diluted GAAP basis.
“We are very pleased with fiscal first quarter financial performance across our key metrics —
new business awards, revenues, earnings, and cash flows,” said Mark Dankberg, chairman and CEO of
ViaSat. “In the aggregate, first quarter events and achievements set the stage for sustained growth
driven by several key market areas including MIDS and JTRS, information assurance, and satellite
broadband.”
Financial Results
For the first quarter ended June 30, 20061, ViaSat reported the following financial
results:
| (In millions, except per share data) | Q1 2007 | Q1 2006 | ||||||
Revenues |
$ | 128.7 | $ | 100.0 | ||||
Net income |
$ | 6.1 | $ | 5.2 | ||||
Diluted per share net income |
$ | 0.20 | $ | 0.18 | ||||
Non-GAAP net income 2 |
$ | 7.6 | $ | 6.1 | ||||
Diluted per share non-GAAP net income
2 |
$ | 0.26 | $ | 0.22 | ||||
Fully diluted weighted average shares |
29.7 | 28.2 | ||||||
New orders/Contract awards |
$ | 134.0 | $ | 129.3 | ||||
Sales backlog |
$ | 380.6 | $ | 391.2 | ||||
1 ViaSat uses a 52- or 53-week fiscal year which ends on the Friday closest to
March 31. ViaSat’s quarters for fiscal year 2007 end on June 30, 2006, September 29, 2006,
December 29, 2006 and March 30, 2007.
2 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 first
quarter of fiscal year 2007 also exclude the effects of compensation expense from employee stock
options under FAS123(R). 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.”
—more—
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2 |
Government Segment
The Government segment had record quarterly revenues of $64.6 million, a 20.8% increase over
the first quarter of fiscal year 2006. The revenue growth was primarily related to increases in
tactical data link and inline network encryption product sales. New contract awards for the first
quarter of fiscal year 2007 were $82.9 million.
Commercial Segment
Revenues from our Commercial segment were $64.1 million for the first quarter, which was a
34.8% increase from the first quarter of fiscal year 2006. The revenue growth was primarily from
higher sales of consumer broadband products. New contract awards for the first quarter of fiscal
year 2007 were $51.1 million.
Selected First Quarter 2007 Business Highlights
| • | Acquired Enerdyne Technologies Inc., which expands ViaSat’s offerings in the Department of Defense (DoD) markets for persistent video surveillance and video data links, primarily for unmanned aerial vehicle (UAV) applications. | ||
| • | Awarded a new $40.0 million contract for our Multifunctional Information Distribution System (MIDS) Low Volume Terminals (MIDS-LVT), including both LVT (1) airborne and LVT (2) ground-based terminals. | ||
| • | Won an additional development award for the MIDS Joint Tactical Radio System (JTRS) to include the Airborne Networking Waveform (ANW) and to begin implementation of Tactical Targeting Networking Technology (TTNT) into MIDS JTRS. | ||
| • | Awarded a contract for approximately $10 million from the National Security Agency (NSA) Maryland Procurement Office (MPO) to implement Version 3 of the High Assurance Internet Protocol Encryptor Interoperability Specification (HAIPE IS) on ViaSat AltaSec® inline network encryptors. | ||
| • | Awarded an $8.5 million contract from Harris Corporation to add the UHF DAMA SATCOM waveform software to the Harris’ Falcon III family of radios. | ||
| • | Delivered and commissioned the first two LinkStar® satellite communication system hubs based on the new, more efficient DVB-S2 global standard to an Internet service provider in New Zealand and a major stock exchange in China. | ||
| • | Obtained a Certificate of Compliance for the LinkStar® VSAT system from SatLabs, verifying the LinkStar broadband satellite terminal complies with the Digital Video Broadcast Return Channel Satellite (DVB-RCS) standard and interoperates with other DVB-RCS systems. |
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|
3 |
| • | Commissioned the first SurfBeam® DOCSIS®-for-satellite system in Asia on behalf of Smart Digital Communications, to bring new high-speed Internet services to homes and small businesses in Malaysia. |
Safe Harbor Statement
Portions of this release, particularly ViaSat’s financial prospects for fiscal year 2007
and beyond and the “Selected First Quarter 2007 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; ViaSat’s
ability to successfully integrate acquired companies; ViaSat’s ability to perform under existing
contracts and obtain additional contracts; ViaSat’s 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 Risk
Factors in ViaSat’s 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.
Conference Call
ViaSat Inc. will host a conference call to discuss these fiscal year 2007 first quarter
results at 5:00 P.M. Eastern Time on Thursday, August 3, 2006. The dial-in number is (866) 770-7120
and (617) 213-8065 internationally. The passcode is 52697720. A replay will be available for 24
hours beginning at 7:00 P.M. August 3 at (888) 286-8010. The passcode is 68575317. You can also
access our conference call webcast 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 will be archived and
available on that site for at least twelve months immediately following the conference call.
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|
4 |
About ViaSat
ViaSat produces innovative satellite and other wireless communication products that
enable fast, secure, and efficient communications to any location. Products include network
security devices, tactical data radios, and communication simulators. ViaSat also has a full line
of VSAT products for data and voice applications, and is a market leader in Ka-band satellite
systems, from user terminals to gateways. ViaSat has locations in Carlsbad, CA, and Duluth, GA,
along with its Comsat Laboratories division in Germantown, MD. Additional field offices are located
in Boston, MA, Linthicum, MD, Washington DC, Australia, Italy, China, and India.
In addition, ViaSat has three wholly-owned subsidiaries: US Monolithics designs and produces
monolithic microwave integrated circuits (MMICs) and modules for use in broadband communications
for military and commercial applications; Efficient Channel Coding is an innovator in satellite
communication components and systems, based on the new DVB-S2 standard, that increase the
efficiency of today’s advanced satellite, wireless, and wire-line communication systems; and
Enerdyne Technologies Inc., an innovator in video data link equipment and digital video systems for
defense and intelligence markets, primarily for unmanned aerial vehicle (UAV) applications.
Use of Non-GAAP Financial Information
Non-GAAP net income excludes the effects of acquisition charges (amortization of
intangible assets) and the non-GAAP numbers for the first quarter of fiscal year 2007 also excludes
the effects of compensation expense from employee stock options under FAS 123(R). 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 principles. See the “Non-GAAP Condensed
Consolidated Statement of Operations” table for a reconciliation of net income to non-GAAP net
income. Non-GAAP information as presented in this press release may not be comparable to similarly
titled measures reported by other companies.
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5 |
Comsat Labs and Comsat Laboratories are tradenames of ViaSat Inc. Neither Comsat Labs nor
Comsat Laboratories is affiliated with COMSAT Corporation. “Comsat” is a registered trademark of
COMSAT Corporation.
DOCSIS is a registered trademark of Cable Television Laboratories Inc.
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6 |
Condensed Consolidated Statement of Operations
(Unaudited)
(In thousands, except per share data)
(Unaudited)
(In thousands, except per share data)
| Three months ended | ||||||||
| June 30, 2006 | July 1, 2005 | |||||||
Revenues |
$ | 128,701 | $ | 99,977 | ||||
Cost of revenues |
97,295 | 75,721 | ||||||
Gross profit |
31,406 | 24,256 | ||||||
Operating expenses: |
||||||||
Selling, general & administrative |
15,594 | 12,846 | ||||||
Independent research and development |
4,701 | 3,304 | ||||||
Amortization of intangible assets |
2,060 | 1,512 | ||||||
Income from operations |
9,051 | 6,594 | ||||||
Interest, net |
235 | (149 | ) | |||||
Income before income taxes and minority interest |
9,286 | 6,445 | ||||||
Provision for income taxes |
3,154 | 1,266 | ||||||
Minority interest in net earnings of subsidiary, net of tax |
68 | 3 | ||||||
Net Income |
$ | 6,064 | $ | 5,176 | ||||
Diluted net income per share |
$ | 0.20 | $ | 0.18 | ||||
Diluted common equivalent shares |
29,728 | 28,179 | ||||||
Non-GAAP Condensed Consolidated Statement of Operations
(Unaudited)
(In thousands, except per share data)
(Unaudited)
(In thousands, except per share data)
| Three months ended | ||||||||
| June 30, 2006 | July 1, 2005 | |||||||
Revenues |
$ | 128,701 | $ | 99,977 | ||||
Cost of revenues |
97,149 | $ | 75,721 | |||||
Gross profit |
31,552 | 24,256 | ||||||
Operating expenses: |
||||||||
Selling, general & administrative |
15,388 | $ | 12,846 | |||||
Independent research and development |
4,686 | $ | 3,304 | |||||
Non-GAAP income from operations |
11,478 | 8,106 | ||||||
Interest, net |
235 | (149 | ) | |||||
Non- GAAP income before income taxes
and minority interest |
11,713 | 7,957 | ||||||
Provision for income taxes |
4,031 | 1,871 | ||||||
Minority interest in net earnings of subsidiary, net of tax |
68 | 3 | ||||||
Non-GAAP net income |
$ | 7,614 | $ | 6,083 | ||||
Non-GAAP diluted net income per share |
$ | 0.26 | $ | 0.22 | ||||
Diluted common equivalent shares |
29,728 | 28,179 | ||||||
AN ITEMIZED RECONCILIATION BETWEEN NET INCOME
ON A GAAP BASIS AND NON-GAAP BASIS IS AS FOLLOWS:
ON A GAAP BASIS AND NON-GAAP BASIS IS AS FOLLOWS:
GAAP net income |
$ | 6,064 | $ | 5,176 | ||||
Amortization of intangible assets |
2,060 | 1,512 | ||||||
Share-based compensation expense: |
||||||||
Cost of revenues |
146 | — | ||||||
Selling, general & administrative |
206 | — | ||||||
Independent research and development |
15 | — | ||||||
Income tax effect |
(877 | ) | (605 | ) | ||||
Non-GAAP net income |
$ | 7,614 | $ | 6,083 | ||||
—more—
Condensed Consolidated Balance Sheet
(Unaudited)
(In thousands)
(Unaudited)
(In thousands)
| Assets | June 30, 2006 | March 31, 2006 | Liabilities and | June 30, 2006 | March 31, 2006 | |||||||||||||
| Stockholders' Equity | ||||||||||||||||||
Current Assets: |
Current liabilities: | |||||||||||||||||
Cash and S-T investments |
$ | 46,390 | $ | 36,887 | Accounts payable | $ | 44,918 | $ | 50,577 | |||||||||
Accounts receivable, net |
151,378 | 144,715 | Accrued liabilities | 59,358 | 40,969 | |||||||||||||
Inventory |
48,657 | 49,883 | ||||||||||||||||
Deferred income taxes |
7,008 | 7,008 | Total current liabilities | 104,276 | 91,546 | |||||||||||||
Other current assets |
8,408 | 5,960 | ||||||||||||||||
Total current assets |
261,841 | 244,453 | ||||||||||||||||
| Other liabilities | 10,325 | 9,389 | ||||||||||||||||
Goodwill |
48,855 | 28,133 | Total liabilities | 114,601 | 100,935 | |||||||||||||
Other intangible assets, net |
28,493 | 23,983 | Minority interest | 904 | 836 | |||||||||||||
Property and equip, net |
47,447 | 46,211 | ||||||||||||||||
Other assets |
19,547 | 22,289 | Total stockholders' equity | 290,678 | 263,298 | |||||||||||||
| $ | 406,183 | $ | 365,069 | $ | 406,183 | $ | 365,069 | |||||||||||