<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
Commission file number: 333-11149
ORBCOMM GLOBAL, L.P.
ORBCOMM GLOBAL CAPITAL CORP.
(Exact Name of Registrants as Specified in their Charters)
54-1698039
DELAWARE 54-1841164
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization of Registrants) Identification Nos.)
2455 HORSE PEN ROAD, SUITE 100
HERNDON, VIRGINIA 20171
(Address of Registrants' Principal Executive Offices)
(Zip Code)
(703) 406-6000
(Registrants' Telephone Number, Including Area Code)
Indicate by check mark whether the Registrants: (1) have filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports); and (2) have been subject to
such filing requirements for the past 90 days.
YES X NO
----- -----
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ORBCOMM GLOBAL, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 6,151 $ 3,799
Investments 0 390
Other receivables 971 248
Prepaid expenses 3,590 0
Product development 831 0
Inventory 15,131 6,688
----------- -----------
Total Current Assets 26,674 11,125
Mobile Communications Satellite System, net 332,157 327,946
Other assets, net 5,809 4,690
Investments in and advances to affiliates 8,817 2,483
Goodwill, net 361 390
----------- -----------
TOTAL ASSETS $ 373,818 $ 346,634
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Current portion of long-term debt $ 308 $ 1,190
Accounts payable and accrued liabilities 17,121 19,255
Accounts payable and accrued liabilities - Orbital Sciences Corporation 85,259 50,800
----------- -----------
Total Current Liabilities 102,688 71,245
Revenue participation accrued interest 1,441 599
Long-term debt 170,000 170,000
----------- -----------
Total Liabilities 274,129 241,844
COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL:
Teleglobe Mobile Partners 59,352 56,520
Orbital Communications Corporation 40,337 48,270
----------- -----------
Total Partners' Capital 99,689 104,790
----------- -----------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 373,818 $ 346,634
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
<PAGE> 3
ORBCOMM GLOBAL, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
TOTAL
ACCUMULATED
DURING
DEVELOPMENT
THREE MONTHS ENDED NINE MONTHS ENDED STAGE
SEPTEMBER 30, SEPTEMBER 30, THROUGH
----------------------------------- -------------------------------- SEPTEMBER 30,
1999 1998 1999 1998 1999
---------------- ---------------- ---------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
REVENUES:
Service and product sales $ 719 $ 197 $ 1,783 $ 924 $ 3,892
Distribution fees 0 0 0 0 1,000
----------- ----------- ------------ ----------- ------------
Total revenues 719 197 1,783 924 4,892
EXPENSES:
Cost of product sales 992 188 2,139 905 4,166
Engineering expenses 6,658 4,644 18,321 11,969 48,941
Marketing, administrative and other expenses 11,276 10,886 30,308 24,089 84,331
----------- ----------- ------------ ----------- ------------
Total expenses 18,926 15,718 50,768 36,963 137,438
----------- ----------- ------------ ----------- ------------
LOSS FROM OPERATIONS BEFORE DEPRECIATION
AND AMORTIZATION (18,207) (15,521) (48,985) (36,039) (132,546)
Depreciation 11,108 3,021 34,865 7,359 59,459
Goodwill amortization 10 0 29 0 29
----------- ----------- ------------ ----------- ------------
LOSS FROM OPERATIONS (29,325) (18,542) (83,879) (43,398) (192,034)
OTHER INCOME AND EXPENSES:
Interest income 72 330 257 1,111 10,469
Interest expense and other financial charges (6,403) (210) (19,571) (630) (23,525)
Equity in net losses of affiliates (1,388) (818) (1,897) (4,051) (20,498)
----------- ----------- ------------ ----------- ------------
NET LOSS $ (37,044) $ (19,240) $ (105,090) $ (46,968) $ (225,588)
=========== =========== ============ =========== ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE> 4
ORBCOMM GLOBAL, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
TOTAL CASH FLOWS
DURING
NINE MONTHS ENDED DEVELOPMENT STAGE
SEPTEMBER 30, THROUGH
-------------------------------------- SEPTEMBER 30,
1999 1998 1999
------------------ ------------------ ------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (105,090) $ (46,968) $ (225,588)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN
OPERATING ACTIVITIES:
Items not affecting cash:
Depreciation 34,865 7,359 59,459
Goodwill amortization 29 0 29
Amortization of financing fees 779 630 2,756
Equity in net losses of affiliates 1,897 4,051 20,498
------------------ ------------------ ------------------
SUB-TOTAL (67,520) (34,928) (142,846)
Net changes in non-cash working capital items:
Decrease (increase) in other receivables (723) 1,758 (971)
Increase in prepaid expenses (3,590) (1,038) (3,590)
Increase in product development (831) 0 (831)
Increase in inventory (8,443) (1,060) (15,131)
Increase (decrease) in accounts payable and accrued liabilities (2,134) (5,995) 17,121
Increase in accounts payable and accrued liabilities -
Orbital Sciences Corporation 0 0 4,648
Increase in revenue participation accrued interest 842 0 1,441
------------------ ------------------ ------------------
NET CASH USED IN OPERATING ACTIVITIES (82,399) (41,263) (140,159)
------------------ ------------------ ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (4,617) (36,431) (311,005)
Increase in investments in and advances to affiliates (8,007) (2,042) (29,070)
Purchase of investments 0 (5,195) (190,885)
Proceeds from sale of investments 390 27,951 190,884
Other 0 0 (390)
------------------ ------------------ ------------------
NET CASH USED IN INVESTING ACTIVITIES (12,234) (15,717) (340,466)
------------------ ------------------ ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of long-term debt 0 0 169,475
Repayment of long-term debt (882) (805) (4,691)
Partners' contributions 99,765 49,000 327,565
Financing fees paid and other (1,898) 0 (5,573)
------------------ ------------------ ------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 96,985 48,195 486,776
------------------ ------------------ ------------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 2,352 (8,785) 6,151
CASH AND CASH EQUIVALENTS:
Beginning of period 3,799 16,106 0
------------------ ------------------ ------------------
CASH AND CASH EQUIVALENTS:
End of period $ 6,151 $ 7,321 $ 6,151
================== ================== ==================
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 23,855 $ 23,933 $ 72,652
================== ================== ==================
Non-cash capital expenditures - Orbital Sciences Corporation $ 34,459 $ 22,503 $ 80,611
================== ================== ==================
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE> 5
ORBCOMM GLOBAL, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) ORGANIZATION
In 1993, Orbital Communications Corporation ("OCC"), a majority owned
subsidiary of Orbital Sciences Corporation ("Orbital"), and Teleglobe Mobile
Partners ("Teleglobe Mobile"), a partnership established by affiliates of
Teleglobe Inc. ("Teleglobe"), formed ORBCOMM Global, L.P. (the "Company"), a
Delaware limited partnership. OCC and Teleglobe Mobile also formed two
marketing partnerships, ORBCOMM USA, L.P. ("ORBCOMM USA") and ORBCOMM
International Partners, L.P. ("ORBCOMM International"), to market services
using the ORBCOMM low-Earth orbit satellite-based data communication system
(the "ORBCOMM System") in the United States and internationally, respectively.
In 1995, the Company became a 98% general partner in ORBCOMM USA,
reducing OCC's direct partnership interest to 2% and eliminating Teleglobe
Mobile's direct partnership interest entirely. Simultaneously, the Company
became a 98% general partner in ORBCOMM International, reducing Teleglobe
Mobile's direct partnership interest to 2% and eliminating OCC's direct
partnership interest entirely.
In 1998, the Company purchased the assets of Dolphin Software Systems
Inc. ("Dolphin") and established two wholly owned subsidiaries. Dolphin
Information Services, Inc. ("DIS"), a Delaware corporation, distributes outside
of Canada software products that enable customers to more easily access and
manage information obtained from or regarding their remote or mobile assets
using the ORBCOMM System (collectively, the "Dolphin Software"). Dolphin
Software Services ULC, a Nova Scotia unlimited liability company, develops
modifications and enhancements to, and distributes in Canada, the Dolphin
Software. The value attributed to the assets acquired from Dolphin is not
material to the Company's total assets.
In February 1999, the Company formed ORBCOMM Investment Corporation, a
Delaware corporation, as an unrestricted subsidiary for the purpose of making
strategic investments in existing and prospective international service
licensees, other service distributors and various third parties. In April 1999,
the Company and ORBCOMM Enterprises Corporation, a Delaware corporation and
wholly owned subsidiary of the Company, formed ORBCOMM Enterprises, L.P., a
Delaware limited partnership ("ORBCOMM Enterprises"), as an unrestricted
subsidiary of the Company for the purpose of marketing and distributing the
Company's monitoring, tracking and messaging services to customers and
developing applications with respect thereto.
(2) BASIS OF PRESENTATION
In the opinion of management, the accompanying condensed consolidated
financial statements reflect all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of the financial position of the
Company as of September 30, 1999, the results of its operations for the three-
and nine-month periods ended September 30, 1999 and 1998, its cash flows for
the nine-month periods ended September 30, 1999 and 1998, and the period from
June 30, 1993 (date of inception) through September 30, 1999. These condensed
consolidated financial statements are unaudited and do not include all related
footnote disclosures and, therefore, should be read in conjunction with the
audited consolidated financial statements and the footnotes thereto for the
year ended December 31, 1998 filed with the Securities and Exchange Commission.
Operating results for the three- and nine-month periods ended September 30,
1999 are not necessarily indicative of the results of operations expected in
the future, although the Company anticipates a net loss for the year ending
December 31, 1999. The Company expects to emerge from development stage by the
end of the fourth quarter of 1999.
5
<PAGE> 6
ORBCOMM GLOBAL, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
(3) RELATED PARTY TRANSACTIONS
The Company paid Orbital $537,000 and $4,563,000 for the nine months
ended September 30, 1999 and 1998, respectively, and approximately $200,600,000
for the period June 30, 1993 (date of inception) through December 31, 1998, for
work performed pursuant to the ORBCOMM System Design, Development and
Operations Agreement, the ORBCOMM System Procurement Agreement (the
"Procurement Agreement") and the Administrative Services Agreement (for
provision of ongoing administrative support to the Company). Additionally,
Orbital has deferred invoicing $85,259,000 under the Procurement Agreement as
well as a new procurement agreement dated as of February 1, 1999 between the
Company and Orbital, as amended, as of September 30, 1999 ($50,800,000 was
deferred under the Procurement Agreement as of December 31, 1998).
In May 1999, ORBCOMM USA transferred to ORBCOMM Enterprises
approximately $700,000 of its product development assets associated with the
marketing and distribution of the Company's monitoring, tracking and messaging
services and associated applications.
During the three months ended September 30, 1999 and 1998, the Company
sold an aggregate of $242,000 and $189,000, respectively, of product to ORBCOMM
USA and ORBCOMM International. For the nine months ended September 30, 1999 and
1998, these sales were $1,113,000 and $776,000, respectively, and for the
period June 30, 1993 (date of inception) through December 31, 1998, these sales
were $1,763,000.
Effective January 1, 1999, the Company commenced allocating to ORBCOMM
USA and ORBCOMM International their respective share of expenses incurred by
the Company on behalf of ORBCOMM USA and ORBCOMM International. For the three-
and nine-month periods ended September 30, 1999, the Company charged ORBCOMM
USA and ORBCOMM International $2,050,000 and $7,893,000, respectively (none for
the same periods of 1998).
(4) LONG-TERM DEBT
In August 1996, the Company and ORBCOMM Global Capital Corp. issued
$170,000,000 aggregate principal amount of 14% Senior Notes due 2004 with
Revenue Participation Interest (the "Old Notes"). All of the Old Notes were
exchanged for an equal principal amount of registered 14% Series B Senior
Notes due 2004 with Revenue Participation Interest (the "Notes"). Revenue
Participation Interest represents an aggregate amount equal to 5% of ORBCOMM
System revenues generated from August 1996 and is payable on the Old Notes and
the Notes on each interest payment date subject to certain covenant
restrictions. The Notes are fully and unconditionally guaranteed on a joint
and several basis by OCC, Teleglobe Mobile, ORBCOMM USA and ORBCOMM
International, except that the guarantees are non-recourse to the shareholders
and/or partners of the guarantors, limited only to the extent necessary for
each such guarantee not to constitute a fraudulent conveyance under applicable
law.
The Company also has a $5,000,000 secured note with a financial
institution of which $308,000 and $1,190,000 were outstanding as the current
portion of the long-term debt as of September 30, 1999 and December 31, 1998,
respectively. The note bears interest at a rate of 9.2% per annum, is secured
by equipment located at certain of the U.S. gateway Earth stations and the
network control center and is guaranteed by Orbital.
6
<PAGE> 7
ORBCOMM GLOBAL, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
(5) STOCK OPTION PLAN
During the second quarter of 1999, the Company and ORBCOMM
Corporation, a Delaware corporation and wholly owned subsidiary of the Company
(the "Corporation"), adopted The 1999 Equity Plan of ORBCOMM Corporation and
ORBCOMM Global, L.P. (the "Equity Plan"). The Equity Plan provides for grants
of incentive or non-qualified stock options to purchase common stock of the
Corporation to officers, employees, consultants and independent directors of
the Corporation and its affiliates and to officers, employees and consultants
of the Company. As of September 30, 1999, options to acquire 686,325 shares of
the Corporation's common stock had been granted at an exercise price of $14.97,
which price represented the fair market value of the Corporation's common stock
on the date of grant.
In 1998, DIS adopted the Dolphin Information Services, Inc. 1998 Stock
Option Plan (the "DIS Plan"). The DIS Plan provides for grants of incentive or
non-qualified stock options to purchase DIS common stock to officers, employees
and outside directors of DIS, the Company and their respective affiliates. As
of September 30, 1999, options to acquire 1,237,500 shares of DIS common stock
had been granted to DIS employees and officers at an exercise price of $0.08,
which price represented the fair market value of the DIS common stock on the
date of grant.
The Company and DIS have elected to account for stock-based
compensation by applying the provisions of Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" and providing the pro forma
disclosures required by Statement of Financial Accounting Standards 123,
"Accounting for Stock-Based Compensation."
7
<PAGE> 8
ORBCOMM USA, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED BALANCE SHEETS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
--------------------- ---------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Accounts receivable $ 147 $ 220
Inventory 0 309
Other assets 271 113
Product development 0 569
--------------------- ---------------------
TOTAL ASSETS $ 418 $ 1,211
===================== =====================
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 221 $ 717
--------------------- ---------------------
Total Current Liabilities 221 717
Amount due to affiliates 17,897 13,342
--------------------- ---------------------
Total Liabilities 18,118 14,059
COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL:
ORBCOMM Global, L.P. (17,346) (12,591)
Orbital Communications Corporation (354) (257)
--------------------- ---------------------
Total Partners' Capital (17,700) (12,848)
--------------------- ---------------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 418 $ 1,211
===================== =====================
</TABLE>
The accompanying notes are an integral part of these
condensed financial statements.
8
<PAGE> 9
ORBCOMM USA, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
TOTAL
ACCUMULATED
DURING
DEVELOPMENT
THREE MONTHS ENDED NINE MONTHS ENDED STAGE
SEPTEMBER 30, SEPTEMBER 30, THROUGH
------------------------------------ ------------------------------------ SEPTEMBER 30,
1999 1998 1999 1998 1999
----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
REVENUES:
Service and product sales $ 551 $ 129 $ 1,142 $ 462 $ 2,313
Contract revenues 0 0 0 0 4,203
----------------- ----------------- ----------------- ----------------- -----------------
Total revenues 551 129 1,142 462 6,516
EXPENSES:
Cost of sales 200 156 590 524 2,033
Marketing expenses 1,183 862 5,404 3,103 22,193
----------------- ----------------- ----------------- ----------------- -----------------
Total expenses 1,383 1,018 5,994 3,627 24,226
----------------- ----------------- ----------------- ----------------- -----------------
NET LOSS $ (832) $ (889) $ (4,852) $ (3,165) $ (17,710)
================= ================= ================= ================= =================
</TABLE>
The accompanying notes are an integral part of these
condensed financial statements.
9
<PAGE> 10
ORBCOMM USA, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
TOTAL CASH FLOWS
NINE MONTHS ENDED DURING DEVELOPMENT
SEPTEMBER 30, STAGE THROUGH
------------------------------------------ SEPTEMBER 30,
1999 1998 1999
-------------------- -------------------- --------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (4,852) $ (3,165) $ (17,710)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
USED IN OPERATING ACTIVITIES:
Net changes in non-cash working capital items:
Decrease (increase) in accounts receivable 73 2 (147)
Decrease in inventory 309 0 0
Increase in other assets (158) 0 (271)
Decrease (increase) in product development 569 (341) 0
Increase (decrease) in accounts payable and
accrued liabilities (496) (742) 221
-------------------- -------------------- --------------------
NET CASH USED IN OPERATING ACTIVITIES (4,555) (4,246) (17,907)
-------------------- -------------------- --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in amount due to affiliates 4,555 4,246 17,897
Partners' contributions 0 0 10
-------------------- -------------------- --------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 4,555 4,246 17,907
-------------------- -------------------- --------------------
NET DECREASE IN CASH AND
CASH EQUIVALENTS 0 0 0
CASH AND CASH EQUIVALENTS:
Beginning of period 0 0 0
-------------------- -------------------- --------------------
CASH AND CASH EQUIVALENTS:
End of period $ 0 $ 0 $ 0
==================== ==================== ====================
</TABLE>
The accompanying notes are an integral part of these
condensed financial statements.
10
<PAGE> 11
ORBCOMM USA, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(1) ORGANIZATION
In 1993, Orbital Communications Corporation ("OCC"), a majority owned
subsidiary of Orbital Sciences Corporation ("Orbital"), and Teleglobe Mobile
Partners ("Teleglobe Mobile"), a partnership established by affiliates of
Teleglobe Inc. ("Teleglobe"), formed ORBCOMM Global, L.P. (the "Company"), a
Delaware limited partnership. OCC and Teleglobe Mobile also formed two
marketing partnerships, ORBCOMM USA, L.P. ("ORBCOMM USA") and ORBCOMM
International Partners, L.P. ("ORBCOMM International"), to market services
using the ORBCOMM low-Earth orbit satellite-based data communication system
(the "ORBCOMM System") in the United States and internationally, respectively.
In 1995, the Company became a 98% general partner in ORBCOMM USA, reducing
OCC's direct partnership interest to 2% and eliminating Teleglobe Mobile's
direct partnership interest entirely. Simultaneously, the Company became a 98%
general partner in ORBCOMM International, reducing Teleglobe Mobile's direct
partnership interest to 2% and eliminating OCC's direct partnership interest
entirely.
In April 1999, the Company and ORBCOMM Enterprises Corporation, a
Delaware corporation and wholly owned subsidiary of the Company, formed ORBCOMM
Enterprises, L.P., a Delaware limited partnership ("ORBCOMM Enterprises"), as
an unrestricted subsidiary of the Company for the purpose of marketing and
distributing the Company's monitoring, tracking and messaging services to
customers and developing applications with respect thereto.
(2) BASIS OF PRESENTATION
In the opinion of management, the accompanying condensed financial
statements reflect all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of the financial position of ORBCOMM USA as
of September 30, 1999, the results of its operations for the three- and
nine-month periods ended September 30, 1999 and 1998, its cash flows for the
nine-month periods ended September 30, 1999 and 1998, and the period from June
30, 1993 (date of inception) through September 30, 1999. These condensed
financial statements are unaudited and do not include all related footnote
disclosures and, therefore, should be read in conjunction with the audited
financial statements and the footnotes thereto for the year ended December 31,
1998 filed with the Securities and Exchange Commission. Operating results for
the three- and nine-month periods ended September 30, 1999 are not necessarily
indicative of the results of operations expected in the future. ORBCOMM USA
expects to emerge from development stage by the end of the fourth quarter of
1999.
(3) RELATED PARTY TRANSACTIONS
As of September 30, 1999, ORBCOMM USA had a payable of $17,897,000 to
the Company for amounts advanced to support ORBCOMM USA's efforts to establish
commercial and government markets in the United States ($13,660,000 as of
December 31, 1998), none of which is currently payable. ORBCOMM USA is
currently in development stage and still obtains funds to support operations
through non-interest bearing advances from the Company.
As of December 31, 1998, ORBCOMM USA had a receivable of $318,000 from
ORBCOMM International (none as of September 30, 1999).
11
<PAGE> 12
ORBCOMM USA, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
(3) RELATED PARTY TRANSACTIONS - (CONTINUED)
In May 1999, ORBCOMM USA transferred to ORBCOMM Enterprises
approximately $700,000 of its product development assets associated with the
marketing and distribution of the Company's monitoring, tracking and messaging
services and associated applications.
During the three months ended September 30, 1999 and 1998, ORBCOMM USA
purchased $151,000 and $155,000, respectively, of product from the Company. For
the nine months ended September 30, 1999 and 1998, these purchases were
$677,000 and $525,000, respectively, and for the period June 30, 1993 (date of
inception) through December 31, 1998, these purchases were $1,402,000.
Effective January 1, 1999, the Company commenced allocating to ORBCOMM
USA its respective share of expenses incurred by the Company on behalf of
ORBCOMM USA. For the three- and nine-month periods ended September 30, 1999,
the Company charged ORBCOMM USA $894,000 and $4,663,000, respectively (none for
the same periods of 1998).
(4) COMMITMENTS AND CONTINGENCIES
In August 1996, the Company and ORBCOMM Global Capital Corp. issued
$170,000,000 aggregate principal amount of 14% Senior Notes due 2004 with
Revenue Participation Interest (the "Old Notes"). All of the Old Notes were
exchanged for an equal principal amount of registered 14% Series B Senior Notes
due 2004 with Revenue Participation Interest (the "Notes"). Revenue
Participation Interest represents an aggregate amount equal to 5% of ORBCOMM
System revenues generated from August 1996 and is payable on the Old Notes and
the Notes on each interest payment date subject to certain covenant
restrictions. The Notes are fully and unconditionally guaranteed on a joint and
several basis by OCC, Teleglobe Mobile, ORBCOMM USA and ORBCOMM International,
except that the guarantees are non-recourse to the shareholders and/or partners
of the guarantors, limited only to the extent necessary for each such guarantee
not to constitute a fraudulent conveyance under applicable law.
12
<PAGE> 13
ORBCOMM INTERNATIONAL PARTNERS, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED BALANCE SHEETS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
---------------------- ---------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Accounts receivable $ 14,179 $ 1,023
Current portion of deferred and prepaid contract costs 10,724 14,733
---------------------- ---------------------
Total Current Assets 24,903 15,756
Deferred and prepaid contract costs, net of current portion 8,220 6,146
---------------------- ---------------------
TOTAL ASSETS $ 33,123 $ 21,902
====================== =====================
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 963 $ 530
Current portion of deferred revenue 12,947 11,254
---------------------- ---------------------
Total Current Liabilities 13,910 11,784
Amount due to affiliates 7,280 7,389
Deferred revenue, net of current portion 14,415 8,840
---------------------- ---------------------
Total Liabilities 35,605 28,013
COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL:
Teleglobe Mobile Partners (49) (122)
ORBCOMM Global, L.P. (2,433) (5,989)
---------------------- ---------------------
Total Partners' Capital (2,482) (6,111)
---------------------- ---------------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 33,123 $ 21,902
====================== =====================
</TABLE>
The accompanying notes are an integral part of these
condensed financial statements.
13
<PAGE> 14
ORBCOMM INTERNATIONAL PARTNERS, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
TOTAL
ACCUMULATED
DURING
DEVELOPMENT
THREE MONTHS ENDED NINE MONTHS ENDED STAGE
SEPTEMBER 30, SEPTEMBER 30, THROUGH
------------------------------------ ------------------------------------ SEPTEMBER 30,
1999 1998 1999 1998 1999
----------------- ----------------- ----------------- ----------------- ------------------
<S> <C> <C> <C> <C> <C>
REVENUES:
Service and product sales $ 2,496 $ 3,603 $ 15,472 $ 3,747 $ 26,479
EXPENSES:
Cost of sales 1,865 3,203 9,256 3,396 20,309
Marketing expenses 858 346 2,587 1,321 8,662
----------------- ----------------- ----------------- ----------------- ------------------
Total expenses 2,723 3,549 11,843 4,717 28,971
----------------- ----------------- ----------------- ----------------- ------------------
NET INCOME (LOSS) $ (227) $ 54 $ 3,629 $ (970) $ (2,492)
================= ================= ================= ================= ==================
</TABLE>
The accompanying notes are an integral part of these
condensed financial statements.
14
<PAGE> 15
ORBCOMM INTERNATIONAL PARTNERS, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
TOTAL
CASH FLOWS
DURING
DEVELOPMENT
NINE MONTHS ENDED STAGE
SEPTEMBER 30, THROUGH
--------------------------------------- SEPTEMBER 30,
1999 1998 1999
------------------ ------------------ ------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 3,629 $ (970) $ (2,492)
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net changes in non-cash working capital items:
Increase in accounts receivable (13,156) (1,016) (14,179)
Decrease (increase) in deferred and prepaid contract costs 1,935 (6,648) (18,944)
Increase (decrease) in accounts payable and accrued liabilities 433 (689) 963
Increase in deferred revenue 7,268 11,529 27,362
------------------ ------------------ ------------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 109 2,206 (7,290)
------------------ ------------------ ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in amount due to affiliates (109) (2,206) 7,280
Partners' contributions 0 0 10
------------------ ------------------ ------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (109) (2,206) 7,290
------------------ ------------------ ------------------
NET DECREASE IN CASH AND
CASH EQUIVALENTS 0 0 0
CASH AND CASH EQUIVALENTS:
Beginning of period 0 0 0
------------------ ------------------ ------------------
CASH AND CASH EQUIVALENTS:
End of period $ 0 $ 0 $ 0
================== ================== ==================
</TABLE>
The accompanying notes are an integral part of these
condensed financial statements.
15
<PAGE> 16
ORBCOMM INTERNATIONAL PARTNERS, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(1) ORGANIZATION
In 1993, Orbital Communications Corporation ("OCC"), a majority owned
subsidiary of Orbital Sciences Corporation ("Orbital"), and Teleglobe Mobile
Partners ("Teleglobe Mobile"), a partnership established by affiliates of
Teleglobe Inc. ("Teleglobe"), formed ORBCOMM Global, L.P. (the "Company"), a
Delaware limited partnership. OCC and Teleglobe Mobile also formed two
marketing partnerships, ORBCOMM USA, L.P. ("ORBCOMM USA") and ORBCOMM
International Partners, L.P. ("ORBCOMM International"), to market services
using the ORBCOMM low-Earth orbit satellite-based data communication system
(the "ORBCOMM System") in the United States and internationally, respectively.
In 1995, the Company became a 98% general partner in ORBCOMM USA, reducing
OCC's direct partnership interest to 2% and eliminating Teleglobe Mobile's
direct partnership interest entirely. Simultaneously, the Company became a 98%
general partner in ORBCOMM International, reducing Teleglobe Mobile's direct
partnership interest to 2% and eliminating OCC's direct partnership interest
entirely.
(2) BASIS OF PRESENTATION
In the opinion of management, the accompanying condensed financial
statements reflect all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of the financial position of ORBCOMM
International as of September 30, 1999, the results of its operations for the
three- and nine-month periods ended September 30, 1999 and 1998, its cash flows
for the nine-month periods ended September 30, 1999 and 1998, and the period
from June 30, 1993 (date of inception) through September 30, 1999. These
condensed financial statements are unaudited and do not include all related
footnote disclosures and, therefore, should be read in conjunction with the
audited financial statements and the footnotes thereto for the year ended
December 31, 1998 filed with the Securities and Exchange Commission. Operating
results for the three- and nine-month periods ended September 30, 1999 are not
necessarily indicative of the results of operations expected in the future.
ORBCOMM International expects to emerge from development stage by the end of
the fourth quarter of 1999.
(3) RELATED PARTY TRANSACTIONS
As of September 30, 1999, ORBCOMM International had a payable of
$7,280,000 to the Company for amounts advanced to support ORBCOMM
International's efforts to establish commercial markets outside the United
States ($7,071,000 as of December 31, 1998), none of which is currently
payable. ORBCOMM International is currently in development stage and still
obtains funds to support its operations through non-interest bearing advances
from the Company.
As of December 31, 1998, ORBCOMM International had a payable of
$318,000 to ORBCOMM USA (none as of September 30, 1999).
During the three months ended September 30, 1999 and 1998, ORBCOMM
International purchased $91,000 and $34,000, respectively, of product from the
Company. For the nine months ended September 30, 1999 and 1998, these purchases
were $436,000 and $251,000, respectively, and for the period June 30, 1993
(date of inception) through December 31, 1998, these purchases were $361,000.
16
<PAGE> 17
ORBCOMM INTERNATIONAL PARTNERS, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
(3) RELATED PARTY TRANSACTIONS - (CONTINUED)
Effective January 1, 1999, the Company commenced allocating to ORBCOMM
International its respective share of expenses incurred by the Company on
behalf of ORBCOMM International. For the three- and nine-month periods ended
September 30, 1999, the Company charged ORBCOMM International $1,156,000 and
$3,230,000, respectively (none for the same periods of 1998).
(4) COMMITMENTS AND CONTINGENCIES
Long-Term Debt
In August 1996, the Company and ORBCOMM Global Capital Corp. issued
$170,000,000 aggregate principal amount of 14% Senior Notes due 2004 with
Revenue Participation Interest (the "Old Notes"). All of the Old Notes were
exchanged for an equal principal amount of registered 14% Series B Senior
Notes due 2004 with Revenue Participation Interest (the "Notes"). Revenue
Participation Interest represents an aggregate amount equal to 5% of ORBCOMM
System revenues generated from August 1996 and is payable on the Old Notes and
the Notes on each interest payment date subject to certain covenant
restrictions. The Notes are fully and unconditionally guaranteed on a joint
and several basis by OCC, Teleglobe Mobile, ORBCOMM USA and ORBCOMM
International, except that the guarantees are non-recourse to the shareholders
and/or partners of the guarantors, limited only to the extent necessary for
each such guarantee not to constitute a fraudulent conveyance under applicable
law.
Construction of Gateways
In October 1996, ORBCOMM International entered into agreements with
certain manufacturers for the purchase of 24 gateway Earth stations and one
Gateway antenna that have been or will be installed around the world. During
the first nine months of 1999, installation and final acceptance of gateways in
Brazil, Argentina, Malaysia and Curacao occurred. The related revenue and the
associated costs have been properly reflected in the condensed consolidated
statements of operations. Additionally, as of September 30, 1999, ORBCOMM
International had $18,944,000 of deferred and prepaid contract costs
($20,879,000 as of December 31, 1998), of which $10,713,000 represents advance
payments to manufacturers for gateways that have not yet been completed
($12,718,000 as of December 31, 1998). Total commitments under the gateway
manufacturing agreements approximated $22,000,000 of which approximately
$5,600,000 was outstanding as of September 30, 1999. Included in deferred and
prepaid contract costs is the portion of engineering direct labor costs that
relates to the construction of gateways. As of September 30, 1999, $1,967,000
of such costs had been included in deferred and prepaid contract costs
($1,114,000 as of December 31, 1998).
In the second quarter of 1999, ORBCOMM International recognized
$3,137,000 in revenue reflecting payments made by its former International
Licensees SEC ORBCOMM (Middle East) Ltd. ("SEC ORBCOMM") and CEC Bosphorus
Communications Ltd. ("CEC Bosphorus") under their respective service license
agreements and other associated agreements with ORBCOMM International. ORBCOMM
International had terminated these licensees for non-performance and deferred
recognizing this revenue pending the outcome of a motion for a preliminary
injunction filed by SATCOM International Group PLC, the alleged
successor-in-interest to each of SEC ORBCOMM and CEC Bosphorus ("SATCOM").
SATCOM's motion for a preliminary injunction was denied by the district court
on March 18, 1999.
17
<PAGE> 18
ORBCOMM INTERNATIONAL PARTNERS, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
(5) SERVICE LICENSE OR SIMILAR AGREEMENTS
As of September 30, 1999, ORBCOMM International had signed 16
agreements with international licensees, 11 of which had associated gateway
procurement contracts and software license agreements. These agreements
authorize the international licensees to use the ORBCOMM System to provide
two-way data communication services in their designated territories. As of
September 30, 1999, $27,362,000 was recorded as deferred revenue under these
agreements and the associated gateway procurement agreements ($20,094,000 as of
December 31, 1998). ORBCOMM International is obligated to construct and deliver
11 gateways to certain international licensees under certain of these
agreements (see note 4).
18
<PAGE> 19
ORBCOMM COMMUNICATIONS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA; UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
--------------------- ---------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 176 $ 10
Accounts receivable and other current assets 511 1,247
--------------------- ---------------------
Total Current Assets 687 1,257
Investments in affiliates 47,445 56,111
--------------------- ---------------------
TOTAL ASSETS $ 48,132 $ 57,368
===================== =====================
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and other accrued liabilities $ 396 $ 724
--------------------- ---------------------
Total Current Liabilities 396 724
Due to parent and affiliates 169,933 123,677
--------------------- ---------------------
Total Liabilities 170,329 124,401
Non-controlling interest in net assets of consolidated subsidiary (8,673) (6,296)
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT:
Common stock, par value $0.01;
8,000,000 shares authorized;
4,818,892 and 4,783,892 shares issued;
4,713,620 and 4,688,320 shares outstanding, respectively 48 48
Additional paid-in capital 732 452
Treasury stock, at cost, 105,272 and 95,572 shares, respectively (1,193) (770)
Accumulated deficit (113,111) (60,467)
--------------------- ---------------------
Total Stockholders' Deficit (113,524) (60,737)
--------------------- ---------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 48,132 $ 57,368
===================== =====================
</TABLE>
See accompanying footnotes to the condensed consolidated
financial statements.
19
<PAGE> 20
ORBITAL COMMUNICATIONS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------------- -----------------------------------
1999 1998 1999 1998
---------------- ---------------- ---------------- -----------------
<S> <C> <C> <C> <C>
REVENUES:
Service and product sales $ 552 $ 129 $ 1,145 $ 462
EXPENSES:
Cost of product sales 88 156 485 524
Marketing, administrative and other expenses 1,293 871 5,514 3,128
---------------- ---------------- ---------------- -----------------
Total expenses 1,381 1,027 5,999 3,652
---------------- ---------------- ---------------- -----------------
LOSS FROM OPERATIONS (829) (898) (4,854) (3,190)
OTHER INCOME AND EXPENSES:
Equity in net losses of affiliates (18,114) (9,184) (50,167) (21,933)
Non-controlling interest in net losses of
consolidated subsidiary 408 436 2,377 1,551
---------------- ---------------- ---------------- -----------------
NET LOSS $ (18,535) $ (9,646) $ (52,644) $ (23,572)
================ ================ ================ =================
</TABLE>
See accompanying footnotes to the condensed consolidated
financial statements.
20
<PAGE> 21
ORBITAL COMMUNICATIONS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
------------------------------------------
1999 1998
-------------------- --------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (52,644) $ (23,572)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN
OPERATING ACTIVITIES:
Items not affecting cash:
Equity in net losses of affiliates 50,167 21,933
Non-controlling interest in net losses of consolidated subsidiary (2,377) (1,551)
-------------------- --------------------
SUB-TOTAL (4,854) (3,190)
Net changes in non-cash working capital items:
Decrease (increase) in accounts receivable and other current assets 736 (353)
Decrease in accounts payable and other accrued liabilities (328) (737)
-------------------- --------------------
NET CASH USED IN OPERATING ACTIVITIES (4,446) (4,280)
-------------------- --------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in affiliates (41,501) (22,500)
-------------------- --------------------
NET CASH USED IN INVESTING ACTIVITIES (41,501) (22,500)
-------------------- --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock to employees 280 102
Purchases of treasury stock, net of reimbursement from
ORBCOMM Global, L.P. (423) (41)
Net borrowings from affiliates 46,256 26,695
-------------------- --------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 46,113 26,756
-------------------- --------------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 166 (24)
CASH AND CASH EQUIVALENTS:
Beginning of period 10 34
-------------------- --------------------
CASH AND CASH EQUIVALENTS:
End of period $ 176 $ 10
==================== ====================
</TABLE>
See accompanying footnotes to the condensed consolidated
financial statements.
21
<PAGE> 22
ORBITAL COMMUNICATIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) ORGANIZATION
Orbital Communications Corporation ("OCC") is a majority owned and
controlled subsidiary of Orbital Sciences Corporation ("Orbital") and is
included in Orbital's consolidated financial statements. In 1993, OCC and
Teleglobe Mobile Partners ("Teleglobe Mobile"), a partnership established by
affiliates of Teleglobe Inc. ("Teleglobe"), formed ORBCOMM Global, L.P.
("ORBCOMM"), a Delaware limited partnership, and two marketing partnerships,
ORBCOMM USA, L.P. ("ORBCOMM USA") and ORBCOMM International Partners, L.P.
("ORBCOMM International"). Each of OCC and Teleglobe Mobile is a 50% general
partner in ORBCOMM, and ORBCOMM is a 98% general partner in each of the two
marketing partnerships. Additionally, OCC is a 2% general partner in ORBCOMM
USA, and Teleglobe Mobile is a 2% general partner in ORBCOMM International.
Directly and indirectly, OCC currently holds and controls 51% and 49% of
ORBCOMM USA and ORBCOMM International, respectively. Consequently, OCC
consolidates the financial results of ORBCOMM USA, and uses the equity method
of accounting for its investments in ORBCOMM and ORBCOMM International.
In April 1999, ORBCOMM formed ORBCOMM Enterprises, L.P., a Delaware
limited partnership ("ORBCOMM Enterprises") for the purpose of marketing and
distributing ORBCOMM's monitoring, tracking and messaging services to customers
and developing applications with respect thereto. In May 1999, ORBCOMM USA
transferred approximately $700,000 of its assets to ORBCOMM Enterprises.
(2) BASIS OF PRESENTATION
In the opinion of management, the accompanying condensed consolidated
financial statements reflect all adjustments, consisting of normal recurring
accruals, necessary for a fair presentation of the financial position of OCC as
of September 30, 1999, the results of its operations for the three- and
nine-month periods ended September 30, 1999 and 1998, and its cash flows for
the nine-month periods ended September 30, 1999 and 1998. These condensed
consolidated financial statements are unaudited and do not include all related
footnote disclosures and, therefore, should be read in conjunction with the
audited consolidated financial statements and the footnotes thereto for the
year ended December 31, 1998 filed with the Securities and Exchange Commission.
The results of operations for the three and nine months ended September 30,
1999 are not necessarily indicative of the results of operations expected in
the future.
(3) RELATED PARTY TRANSACTIONS
OCC obtains virtually all of its funding for its operations and for
its capital investments in ORBCOMM from Orbital via a non-interest bearing
intercompany borrowing arrangement. As of September 30, 1999 and December 31,
1998, OCC owed Orbital $151,939,000 and $110,287,000, respectively, none of
which is currently payable. As of September 30, 1999 and December 31, 1998, OCC
owed ORBCOMM $97,000 and $48,000, respectively.
ORBCOMM USA currently obtains all of its funding from ORBCOMM via a
non-interest bearing intercompany borrowing arrangement. As of September 30,
1999 and December 31, 1998, ORBCOMM USA owed ORBCOMM $17,897,000 and
$13,342,000, respectively, none of which is currently payable.
ORBCOMM USA purchased $677,000 and $525,000 of product from ORBCOMM for
the nine months ended September 30, 1999 and 1998, respectively. During the
third quarter of 1999 and 1998, ORBCOMM USA purchased $151,000 and $155,000,
respectively, of product from ORBCOMM. Effective January 1, 1999,
22
<PAGE> 23
ORBITAL COMMUNICATIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
(3) RELATED PARTY TRANSACTIONS - (CONTINUED)
ORBCOMM commenced allocating to ORBCOMM USA its respective share of expenses
incurred by ORBCOMM on behalf of ORBCOMM USA. For the three- and nine-month
periods ended September 30, 1999, ORBCOMM charged ORBCOMM USA $894,000 and
$4,663,000, respectively (none for the same periods of 1998).
(4) COMMITMENTS AND CONTINGENCIES
In August 1996, ORBCOMM and ORBCOMM Global Capital Corp. issued
$170,000,000 senior unsecured notes due in 2004 (the "Notes") to institutional
investors. The Notes bear interest at a fixed rate of 14% and provide for
noteholder participation in future ORBCOMM system revenues. The Notes are fully
and unconditionally guaranteed on a joint and several basis by OCC, Teleglobe
Mobile, ORBCOMM USA and ORBCOMM International. The guarantees are non-recourse
to OCC's shareholders (including Orbital) and Teleglobe Mobile's partners
(including Teleglobe).
23
<PAGE> 24
TELEGLOBE MOBILE PARTNERS
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
--------------------- ---------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1 $ 11
Accounts receivable 14,179 1,023
Current portion of deferred and prepaid contract costs 10,724 14,733
--------------------- ---------------------
Total Current Assets 24,904 15,767
Deferred and prepaid contract costs, net of current portion 8,220 6,146
Investments in affiliates 59,170 58,467
--------------------- ---------------------
TOTAL ASSETS $ 92,294 $ 80,380
===================== =====================
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 1,112 $ 651
Current portion of deferred revenue 12,947 11,254
--------------------- ---------------------
Total Current Liabilities 14,059 11,905
Amount due to affiliates 7,280 7,389
Deferred revenue, net of current portion 14,415 8,840
--------------------- ---------------------
Total Liabilities 35,754 28,134
Non-controlling interest in net assets of ORBCOMM International
Partners, L.P. (1,216) (2,994)
COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL:
Teleglobe Mobile, L.P. 57,179 54,688
Teleglobe Mobile Investment Inc. 577 552
--------------------- ---------------------
Total Partners' Capital 57,756 55,240
--------------------- ---------------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 92,294 $ 80,380
===================== =====================
</TABLE>
The accompanying notes are an integral part of these
condensed financial statements.
24
<PAGE> 25
TELEGLOBE MOBILE PARTNERS
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
TOTAL
ACCUMULATED
DURING
DEVELOPMENT
THREE MONTHS ENDED NINE MONTHS ENDED STAGE
SEPTEMBER 30, SEPTEMBER 30, THROUGH
------------------------------ ----------------------------- SEPTEMBER 30,
1999 1998 1999 1998 1999
------------- --------------- ------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
REVENUES:
Service and product sales $ 2,496 $ 3,603 $ 15,472 $ 3,747 $ 26,479
EXPENSES:
Cost of sales 1,865 3,203 9,256 3,396 20,309
Marketing, administrative and other expenses 894 371 2,665 1,422 11,286
------------- --------------- ------------- -------------- --------------
Total expenses 2,759 3,574 11,921 4,818 31,595
------------- --------------- ------------- -------------- --------------
INCOME (LOSS) FROM OPERATIONS (263) 29 3,551 (1,071) (5,116)
OTHER INCOME AND EXPENSES:
Interest income 0 14 0 49 2,289
Financial charges 0 0 0 0 (288)
Equity in net losses of ORBCOMM Global, L.P. (18,527) (9,764) (54,674) (23,360) (113,218)
Non-controlling interest in net losses (income)
of ORBCOMM International Partners, L.P. 111 (27) (1,778) 475 1,221
------------- --------------- ------------- -------------- --------------
NET LOSS $ (18,679) $ (9,748) $ (52,901) $ (23,907) $ (115,112)
============= =============== ============= ============== ==============
</TABLE>
The accompanying notes are an integral part of these
condensed financial statements.
25
<PAGE> 26
TELEGLOBE MOBILE PARTNERS
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
TOTAL
CASH FLOWS
DURING
DEVELOPMENT
NINE MONTHS ENDED STAGE
SEPTEMBER 30, THROUGH
----------------------------------- SEPTEMBER 30,
1999 1998 1999
---------------- ----------------- -----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (52,901) $ (23,907) $ (115,112)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Items not affecting cash:
Equity in net losses of ORBCOMM Global, L.P. 54,674 23,360 113,218
Non-controlling interest in net losses (income) of ORBCOMM
International Partners, L.P. 1,778 (475) (1,221)
---------------- ----------------- -----------------
SUB-TOTAL 3,551 (1,022) (3,115)
Net changes in non-cash working capital items:
Increase in accounts receivable (13,156) (978) (14,179)
Decrease (increase) in deferred and prepaid contract costs 1,935 (6,648) (18,944)
Increase (decrease) in accounts payable and accrued liabilities 461 (1,008) 1,112
Increase in deferred revenue 7,268 11,529 27,362
---------------- ----------------- -----------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 59 1,873 (7,764)
---------------- ----------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in affiliates (55,265) (26,500) (173,290)
---------------- ----------------- -----------------
NET CASH USED IN INVESTING ACTIVITIES (55,265) (26,500) (173,290)
---------------- ----------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in amount due to affiliates (109) (2,206) 7,280
Partners' contributions 55,305 26,500 173,770
Non-controlling interest in net assets of ORBCOMM
International Partners, L.P. 0 0 5
---------------- ----------------- -----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 55,196 24,294 181,055
---------------- ----------------- -----------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (10) (333) 1
CASH AND CASH EQUIVALENTS:
Beginning of period 11 1,439 0
---------------- ----------------- -----------------
CASH AND CASH EQUIVALENTS:
End of period $ 1 $ 1,106 $ 1
================ ================= =================
</TABLE>
The accompanying notes are an integral part of these
condensed financial statements.
26
<PAGE> 27
TELEGLOBE MOBILE PARTNERS
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) ORGANIZATION
Teleglobe Mobile Partners, a Delaware general partnership (the
"Partnership"), was formed in 1993 for purposes of acting as a general and a
limited partner in ORBCOMM Global, L.P. (the "Company"), a Delaware limited
partnership, which provides data communication services using a low-Earth orbit
satellite-based communications system (the "ORBCOMM System"). The Partnership
holds a 50% participation percentage ("Participation Percentage") in the
Company, which in turn holds a 98% Participation Percentage in each of ORBCOMM
USA, L.P. ("ORBCOMM USA") and ORBCOMM International Partners, L.P. ("ORBCOMM
International"), two other partnerships formed to market services using the
ORBCOMM System in the United States and internationally, respectively. The
Partnership also holds directly a 2% Participation Percentage in ORBCOMM
International, bringing its direct and indirect Participation Percentage in
ORBCOMM International to 51%. Consequently, the Partnership consolidates the
financial results of ORBCOMM International.
(2) BASIS OF PRESENTATION
In the opinion of management, the accompanying condensed consolidated
financial statements reflect all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of the financial position of the
Partnership as of September 30, 1999, the results of its operations for the
three- and nine-month periods ended September 30, 1999 and 1998, its cash flows
for the nine-month periods ended September 30, 1999 and 1998, and the period
from July 21, 1993 (date of inception) through September 30, 1999. These
condensed consolidated financial statements are unaudited and do not include
all related footnote disclosures and, therefore, should be read in conjunction
with the audited consolidated financial statements and the footnotes thereto
for the year ended December 31, 1998 filed with the Securities and Exchange
Commission. Operating results for the three- and nine-month periods ended
September 30, 1999 are not necessarily indicative of the results of operations
expected in the future. The Partnership expects to emerge from development
stage by the end of the fourth quarter of 1999.
(3) RELATED PARTY TRANSACTIONS
As of September 30, 1999, ORBCOMM International had a payable of
$7,280,000 to the Company for amounts advanced to support ORBCOMM
International's efforts to establish commercial markets outside the United
States ($7,071,000 as of December 31, 1998), none of which is currently
payable. ORBCOMM International is currently in development stage and still
obtains funds to support its operations through non-interest bearing advances
from the Company.
As of December 31, 1998, ORBCOMM International had a payable of
$318,000 to ORBCOMM USA (none as of September 30, 1999).
During the three months ended September 30, 1999 and 1998, ORBCOMM
International purchased $91,000 and $34,000, respectively, of product from the
Company. For the nine months ended September 30, 1999 and 1998, these purchases
were $436,000 and $251,000, respectively, and for the period June 30, 1993
(date of inception) through December 31, 1998, these purchases were $361,000.
27
<PAGE> 28
TELEGLOBE MOBILE PARTNERS
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
(3) RELATED PARTY TRANSACTIONS - (CONTINUED)
Effective January 1, 1999, the Company commenced allocating to ORBCOMM
International its respective share of expenses incurred by the Company on
behalf of ORBCOMM International. For the three- and nine-month periods ended
September 30, 1999, the Company charged ORBCOMM International $1,156,000 and
$3,230,000, respectively (none for the same periods of 1998).
In 1996, the Partnership entered into an administrative services
agreement with Teleglobe. Under this agreement, Teleglobe provides management
services to the Partnership. As of September 30, 1999 and December 31, 1998,
the Partnership owed Teleglobe $104,000 and $74,000, respectively, under this
agreement.
(4) COMMITMENTS AND CONTINGENCIES
Long-Term Debt
In August 1996, the Company and ORBCOMM Global Capital Corp. issued
$170,000,000 aggregate principal amount of 14% Senior Notes due 2004 with
Revenue Participation Interest (the "Old Notes"). All of the Old Notes were
exchanged for an equal principal amount of registered 14% Series B Senior Notes
due 2004 with Revenue Participation Interest (the "Notes"). Revenue
Participation Interest represents an aggregate amount equal to 5% of ORBCOMM
System revenues generated from August 1996 and is payable on the Old Notes and
the Notes on each interest payment date subject to certain covenant
restrictions. The Notes are fully and unconditionally guaranteed on a joint and
several basis by the Partnership, Orbital Communications Corporation ("OCC"),
ORBCOMM USA and ORBCOMM International, except that the guarantees are
non-recourse to the shareholders and/or partners of the guarantors, limited
only to the extent necessary for each such guarantee not to constitute a
fraudulent conveyance under applicable law.
Construction of Gateways
In October 1996, ORBCOMM International entered into agreements with
certain manufacturers for the purchase of 24 gateway Earth stations and one
Gateway antenna that have been or will be installed around the world. During
the first nine months of 1999, installation and final acceptance of gateways in
Brazil, Argentina, Malaysia and Curacao occurred. The related revenue and the
associated costs have been properly reflected in the condensed consolidated
statements of operations. Additionally, as of September 30, 1999, ORBCOMM
International had $18,944,000 of deferred and prepaid contract costs
($20,879,000 as of December 31, 1998), of which $10,713,000 represents advance
payments to manufacturers for gateways that have not yet been completed
($12,718,000 as of December 31, 1998). Total commitments under the gateway
manufacturing agreements approximated $22,000,000 of which approximately
$5,600,000 was outstanding as of September 30, 1999. Included in deferred and
prepaid contract costs is the portion of engineering direct labor costs that
relates to the construction of gateways. As of September 30, 1999, $1,967,000
of such costs had been included in deferred and prepaid contract costs
($1,114,000 as of December 31, 1998).
In the second quarter of 1999, ORBCOMM International recognized
$3,137,000 in revenue reflecting payments made by its former International
Licensees SEC ORBCOMM (Middle East) Ltd. ("SEC ORBCOMM") and CEC Bosphorus
Communications Ltd. ("CEC Bosphorus") under their respective service license
agreements and other associated agreements with ORBCOMM International. ORBCOMM
International had terminated these
28
<PAGE> 29
TELEGLOBE MOBILE PARTNERS
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
(4) COMMITMENTS AND CONTINGENCIES - (CONTINUED)
licensees for non-performance and deferred recognizing this revenue pending the
outcome of a motion for a preliminary injunction filed by SATCOM International
Group PLC, the alleged successor-in-interest to each of SEC ORBCOMM and CEC
Bosphorus ("SATCOM"). SATCOM's motion for a preliminary injunction was denied
by the district court on March 18, 1999.
(5) SERVICE LICENSE OR SIMILAR AGREEMENTS
As of September 30, 1999, ORBCOMM International had signed 16
agreements with international licensees, 11 of which had associated gateway
procurement contracts and software license agreements. These agreements
authorize the international licensees to use the ORBCOMM System to provide
two-way data communication services in their designated territories. As of
September 30, 1999, $27,362,000 was recorded as deferred revenue under these
agreements and the associated gateway procurement agreements ($20,094,000 as of
December 31, 1998). ORBCOMM International is obligated to construct and deliver
11 gateways to certain international licensees under certain of these
agreements (see note 4).
29
<PAGE> 30
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
In 1993, Orbital Sciences Corporation ("Orbital"), acting through Orbital
Communications Corporation ("OCC"), and Teleglobe Inc., acting through
Teleglobe Mobile Partners ("Teleglobe Mobile"), formed ORBCOMM Global, L.P.
("ORBCOMM"). OCC and Teleglobe Mobile each acquired and currently owns a 50%
partnership interest in us. Concurrently with our formation, OCC and Teleglobe
Mobile formed two marketing partnerships, ORBCOMM USA, L.P. and ORBCOMM
International Partners, L.P., that have the exclusive right to market our
services in the United States and internationally, respectively. We are a 98%
general partner in each of ORBCOMM USA and ORBCOMM International, while OCC and
Teleglobe Mobile hold the remaining 2% of ORBCOMM USA and ORBCOMM
International, respectively.
ORBCOMM Global Capital Corp. ("Capital"), a wholly owned subsidiary of
ours, was formed in July 1996 to act as a co-issuer with us in connection with
the issuance of $170,000,000 aggregate amount of our 14% senior notes due 2004.
Capital has nominal assets and does not conduct any operations. In 1998, we
purchased the assets of Dolphin Software Systems Inc. ("Dolphin") and
established two wholly owned subsidiaries. Dolphin Information Services, Inc.,
a Delaware corporation ("DIS"), distributes outside Canada software products
that enable customers to more easily access and manage information obtained
from or regarding their remote or mobile assets using the ORBCOMM system
(collectively, the "Dolphin Software"). Dolphin Software Services ULC, a Nova
Scotia unlimited liability company ("DSS"), develops modifications and
enhancements to, and distributes in Canada, the Dolphin Software. The value
attributed to assets acquired from Dolphin is not material to our total assets.
In February 1999, we formed ORBCOMM Investment Corporation, a Delaware
corporation, as an unrestricted subsidiary for the purpose of making strategic
investments in existing and prospective international service licensees, other
service distributors and various third parties. In April 1999, we formed,
together with ORBCOMM Enterprises Corporation, a Delaware corporation and
wholly owned subsidiary of ours, ORBCOMM Enterprises, L.P., a Delaware limited
partnership ("ORBCOMM Enterprises"), as an unrestricted subsidiary of ours for
the purpose of marketing and distributing our monitoring, tracking and
messaging services to customers and developing applications with respect
thereto.
We market our services within the United States indirectly through
value-added resellers ("VARs") through ORBCOMM USA and directly through
internally developed value-added resellers ("Internal VARs") through ORBCOMM
Enterprises, and internationally through international service licensees
("International Licensees") through ORBCOMM International. The International
Licensees may distribute our services directly or through a distribution
network including through VARs and Internal VARs.
OUR ORGANIZATIONAL STRUCTURE; BASIS OF OUR FINANCIAL REPORTING
Our consolidated financial statements include our accounts and the accounts
of our subsidiaries, DIS, DSS, Capital, ORBCOMM Corporation, ORBCOMM Investment
Corporation, ORBCOMM Enterprises and ORBCOMM Enterprises Corporation. Since OCC
and Teleglobe Mobile have effective control over ORBCOMM USA and ORBCOMM
International, respectively, we account for each of ORBCOMM USA and ORBCOMM
International using the equity method of accounting. We do not consolidate
either ORBCOMM USA or ORBCOMM International, and therefore do not report in our
condensed consolidated financial statements either of ORBCOMM USA's or ORBCOMM
International's assets, liabilities and operating revenues and expenses.
Instead, our proportionate share of the net income and losses of each of
ORBCOMM USA and ORBCOMM International is recorded under the caption "Equity in
net losses of affiliates" in our condensed consolidated financial statements.
Correspondingly, our
30
<PAGE> 31
investment in each of ORBCOMM USA and ORBCOMM International is carried at cost,
subsequently adjusted for the proportionate share of net income and losses,
additional capital contributions and distributions under the caption
"Investments in and advances to affiliates." In February 1999, we completed the
purchase of additional shares of ORBCOMM Japan Limited, our International
Licensee for Japan, increasing our equity interest in ORBCOMM Japan to
approximately 32%. With the purchase of this additional ownership interest, we
now account for our investment in ORBCOMM Japan using the equity method of
accounting. In the fourth quarter of 1999, we expect to sell our interest in
ORBCOMM Japan to ORBCOMM Investment Corporation. ORBCOMM Investment Corporation
has acquired a 20% interest in ORBCOMM Middle East & Central Asia Ltd., our
International Licensee for the Middle East and Central Asia region, and
approximately a 10% interest in ORBCOMM Maghreb, S.A., our International
Licensee for the North Africa region. In addition, ORBCOMM Investment
Corporation has acquired approximately a 5% interest, on a fully diluted basis,
in Aeris.net (formerly Aeris Communications, Inc.), a provider of two-way,
digital, cellular-based data communications.
ORBCOMM USA pays to OCC an output capacity charge that is a quarterly fee
equal to 23% of ORBCOMM USA's total service revenues for such calendar quarter
in exchange for the exclusive right to market, sell, lease and franchise all
ORBCOMM system output capacity in the United States and exclusive use of the
tangible assets (including software) of the ORBCOMM system located in the
United States (the "System Assets"). In consideration of the construction and
financing by us of the System Assets, OCC, in turn, pays to us a system charge
that is a quarterly fee equal to the output capacity charge less 1.15% of total
aggregate revenues, defined as the aggregate of ORBCOMM USA's and ORBCOMM
International's total system service revenues ("Total Aggregate Revenues"). If
the output capacity charge as described above is less than 1.15% of Total
Aggregate Revenues, then OCC is not required to pay and does not owe any
portion of the system charge to us.
ORBCOMM International pays to Teleglobe Mobile an international output
capacity charge that is a quarterly fee equal to 23% of ORBCOMM International's
total service revenues for such calendar quarter in exchange for the exclusive
right to market, sell, lease and franchise all ORBCOMM system output capacity
outside the United States. In consideration of the grant by us to Teleglobe
Mobile of the exclusive right to market, sell, lease and franchise all ORBCOMM
system output capacity outside the United States, Teleglobe Mobile, in turn,
pays to us a system charge that is a quarterly fee equal to the international
output capacity charge less 1.15% of Total Aggregate Revenues. If the
international output capacity charge as described above is less than 1.15% of
Total Aggregate Revenues, then Teleglobe Mobile is not required to pay and does
not owe any portion of the system charge to us.
ROLL-OUT OF OUR SERVICES
The ORBCOMM system provides a reliable, cost-effective method of providing
fixed asset monitoring, mobile asset tracking and messaging services to a broad
range of customers around the world. To date, we have launched 28 satellites.
Of this number, 26 satellites are in commercial service, and we currently
expect to place one satellite in commercial service by the end of the fourth
quarter of 1999.
In November 1998, we formally announced the launch of full commercial
service in the United States and Canada. The U.S. ground segment, including the
network control center and four gateway Earth stations, is operational. In
addition, gateways located in Italy, Japan, Brazil, Argentina, Malaysia, South
Korea and Curacao have successfully completed acceptance testing. Our
International Licensees for Europe, South America, Japan and Malaysia have
launched commercial service. Collectively, these International Licensees
cover approximately 75 countries. During the remainder of 1999, we expect that
our International Licensees for Mexico and the north Caribbean region will
launch commercial service as well, subject to completion of the necessary
ground infrastructure and receipt of the necessary regulatory approvals.
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<PAGE> 32
REVENUES
We expect to emerge from development stage by the end of the fourth quarter
of 1999. Domestically, ORBCOMM USA generates revenues from the direct sale of
satellite access and usage to VARs, which sales to date have been primarily for
resale to customers. The pricing of satellite access and usage is based on many
variables, including the availability and cost of substitute services, the cost
of providing service and the nature of the user application. Pricing generally
is based on a wholesale pricing structure that incorporates an initial
activation charge, a recurring monthly charge for access to the ORBCOMM system
and a flat-rate fee for usage. In the future, we intend to implement
usage-sensitive billing.
Domestically, ORBCOMM Enterprises also generates revenues from the sale of
our data and messaging communications services as well as applications
developed and distributed by the Internal VARs. The pricing of services
provided by the Internal VARs is based on a pricing structure similar to the
VAR pricing structure except that the Internal VAR pricing structure generates
additional revenues from value-added software and customer services, as well as
hardware, provided to the customer. In addition, ORBCOMM Enterprises expects to
generate revenues internationally from the sale of our data and messaging
communications services and applications developed by the Internal VARs.
Internationally, ORBCOMM International generates revenues through license
fees paid by and through the sale of gateways to International Licensees. In
addition, all International Licensees in commercial service pay a monthly
satellite usage fee based on a percentage of gross operating revenues. In the
future, we expect ORBCOMM International to be able to charge the International
Licensees a monthly satellite usage fee based on the greater of a percentage of
gross operating revenues and a data throughput fee. International Licensees'
gross operating revenues are based on a wholesale pricing structure similar to
the prices charged to VARs, which includes an activation charge, a recurring
monthly access charge and a usage charge. On execution of an agreement,
International Licensees purchase a gateway or gateway components from ORBCOMM
International pursuant to a gateway procurement contract or arrange to share a
gateway with an International Licensee that is in close proximity. Cash
received under the gateway procurement contracts is generally accounted for as
deferred revenues and recognized when the gateway has successfully completed
acceptance testing. License fees from service license or similar agreements are
generally accounted for as deferred revenues and recognized over the term of
the agreements.
OPERATING EXPENSES
We own and operate the assets that comprise the ORBCOMM system, other than
the licenses from the FCC, which are held by OCC. Satellite-based communication
systems are characterized by high initial capital expenditures and relatively
low marginal costs for providing service. In November 1998, we announced the
commencement of full commercial service in the United States and Canada and
commenced depreciation of our 28-satellite system. Additionally, we incur:
- engineering expenses related to the development and operation of the
ORBCOMM system;
- marketing expenses related to the marketing of our services; and
- general, administrative and other expenses related to the operation of
the ORBCOMM system.
Prior to April 1999, ORBCOMM USA incurred expenses related to the
development of Internal VARs, which were included in ORBCOMM USA's marketing
expenses. In April 1999, with the formation of ORBCOMM Enterprises and the
transfer of Internal VAR assets to ORBCOMM Enterprises, ORBCOMM Enterprises
began to incur such expenses. It is anticipated that ORBCOMM Enterprises'
expenses related to the continued development and operation of the Internal
VARs, including the development of applications for customers, will increase
substantially as ORBCOMM Enterprises
32
<PAGE> 33
expands the marketing and distribution efforts of the Internal VARs.
RESULTS OF OPERATION - ORBCOMM
We have generated substantial negative cash flows to date. Our activities
have focused primarily on:
- the acquisition of U.S. regulatory approvals for the operation of the
ORBCOMM system;
- the design, construction and launch of satellites;
- the design and construction of associated ground network and operating
systems (including associated software);
- the development of subscriber unit manufacturing sources;
- the negotiation and execution of agreements with International
Licensees;
- the negotiation and execution of agreements with VARs;
- the development of Internal VARs;
- the development of customer software and hardware applications;
- marketing and sales activities associated with our commercial
operations; and
- the hiring of key personnel.
Revenues. During the third quarter of 1999 and 1998, service and product
sales of $719,000 and $197,000, respectively, relate primarily to the sale of
subscriber units by us to both ORBCOMM USA and ORBCOMM International, which
units in turn are sold to customers. For the nine months ended September 30,
1999 and 1998, these sales were $1,783,000 and $924,000, respectively.
Cost of product sales. During the third quarter of 1999 and 1998, cost of
product sales was $992,000 and $188,000, respectively. For the nine months
ended September 30, 1999 and 1998, these costs were $2,139,000 and $905,000,
respectively. Cost of product sales consists of the cost of the sale of
subscriber units sold by us to ORBCOMM USA and ORBCOMM International, which
units in turn are sold to customers.
Engineering expenses. During the third quarter of 1999 and 1998, we
incurred $6,658,000 and $4,644,000, respectively, in ORBCOMM system engineering
expenses. For the nine months ended September 30, 1999 and 1998, these expenses
were $18,321,000 and $11,969,000, respectively. We are capitalizing a portion
of engineering direct labor costs that relates to hardware and system design
and development and coding of the software products that enhance the operation
of the ORBCOMM system. Engineering expenses, which consist primarily of
salaries and employee-related expenses, were higher in 1999 due in substantial
part to a lower capitalization of engineering expenses and a greater number of
employees.
Marketing, administrative and other expenses. During the third quarter of
1999 and 1998, we incurred $11,276,000 and $10,886,000, respectively, of
marketing, administrative and other expenses. For the nine months ended
September 30, 1999 and 1998, these expenses were $30,308,000 and $24,089,000,
respectively. These expenses were higher quarter-over-quarter due in
substantial part to increased costs relating to a greater number of employees.
Depreciation. During the third quarter of 1999 and 1998, we incurred
$11,108,000 and $3,021,000, respectively, in ORBCOMM system depreciation
expense. For the nine months ended September 30, 1999 and 1998, these expenses
were $34,865,000 and $7,359,000, respectively. Depreciation expense increased
in 1999 as a result of the November 1998 launch of full commercial service of
the ORBCOMM System in the United States and Canada, at which time we commenced
depreciation of our 28-satellite system. We expect depreciation expense in 1999
to be approximately $47,000,000.
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<PAGE> 34
Interest income. During the third quarter of 1999 and 1998, we recognized
$72,000 and $330,000, respectively, of interest income. For the nine months
ended September 30, 1999 and 1998, we recognized $257,000 and $1,111,000 of
interest income, respectively. Interest income consists of interest earned on
the invested portion of the net proceeds of our 14% senior notes due 2004, our
$5,000,000 note from MetLife Capital Corporation and the investment of unused
capital contributions from our partners. Interest income was lower
quarter-over-quarter primarily due to the use of the proceeds of our notes and
the MetLife note to fund our operations.
Interest expense and other financial charges. During the third quarter of
1999 and 1998, we recognized interest expense and other financial charges of
$6,403,000 and $210,000, respectively. For the nine months ended September 30,
1999 and 1998, these expenses were $19,571,000 and $630,000, respectively.
Interest expense consists primarily of interest on our notes. Interest expense
increased in 1999 as a result of the November 1998 launch of full commercial
service of the ORBCOMM System in the United States and Canada, at which time we
stopped capitalizing interest expense related to the ORBCOMM system.
Equity in net losses of affiliates. During the third quarter of 1999 and
1998, we recognized $1,388,000 and $818,000, respectively, of equity in net
losses of affiliates. Equity in net losses of affiliates represents our
proportionate share of ORBCOMM USA's net losses, ORBCOMM International's net
income (losses) and ORBCOMM Japan's net losses. For the nine months ended
September 30, 1999 and 1998, $1,897,000 and $4,051,000, respectively, were
recognized as equity in net losses of affiliates. Equity in net losses of
affiliates decreased in 1999 because our subsidiary, ORBCOMM International,
generated a net income for the nine months ended September 30, 1999, whereas it
generated a net loss for the same period of 1998. Please refer to ORBCOMM USA's
and ORBCOMM International's Results of Operation below for additional
information.
RESULTS OF OPERATION - ORBCOMM USA
Revenues. During the third quarter of 1999 and 1998, ORBCOMM USA recognized
revenues relating to the sale of products and services of $551,000 and $129,000
respectively. For the nine months ended September 30, 1999 and 1998, these
revenues were $1,142,000 and $462,000, respectively. Total revenues increased
in 1999 due in substantial part to an increase in service revenues received by
ORBCOMM USA.
Cost of sales. During the third quarter of 1999 and 1998, cost of sales
was $200,000 and $156,000, respectively. For the nine months ended September
30, 1999 and 1998, these costs were $590,000 and $524,000, respectively. Cost
of sales consists primarily of the costs of subscriber units sold to customers.
Improvement of 1999 gross margin is primarily due to an increase in service
revenue.
Marketing expenses. During the third quarter of 1999 and 1998, ORBCOMM USA
incurred $1,183,000 and $862,000, respectively, of marketing expenses. For the
nine months ended September 30, 1999 and 1998, these expenses were $5,404,000
and $3,103,000, respectively. The increase in marketing expenses from 1998 to
1999 is a result of an increase in employee-related expenses, which increase is
partially offset by the fact that, beginning in April 1999, ORBCOMM
Enterprises, as opposed to ORBCOMM USA, began incurring marketing expenses
related to the development of the Internal VARs.
RESULTS OF OPERATION - ORBCOMM INTERNATIONAL
Revenues. During the third quarter of 1999 and 1998, ORBCOMM International
recognized service and product sales of $2,496,000 and $3,603,000,
respectively. For the nine months ended September 30,
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<PAGE> 35
1999 and 1998, these revenues were $15,472,000 and $3,747,000, respectively.
The increase in service and product sales for the nine months ended September
30, 1999 is primarily due to a greater number of gateways that have been
installed and recognized as revenues.
ORBCOMM International's service and product sales are generated from the
following activities:
- Revenue from sale of subscriber communicators and ORBCOMM
services. During the third quarter of 1999 and 1998, ORBCOMM
International recognized revenues relating to the sale of
subscriber communicators and ORBCOMM services of $190,000 and
$15,000, respectively. For the nine months ended September 30,
1999 and 1998, these revenues were $423,000 and $159,000,
respectively. These revenues consist primarily of revenues from
the sale of subscriber communicators to customers.
- Construction of gateways. During the third quarter of 1999 and
1998, ORBCOMM International recognized revenues from the
installation and final acceptance of gateways of $2,055,000 and
$3,588,000, respectively. For the nine months ended September 30,
1999 and 1998, these revenues were $11,186,000 and $3,588,000,
respectively. During the first nine months of 1999, installation
and final acceptance of gateways in Brazil, Argentina, Malaysia
and Curacao occurred, whereas, during the same period of 1998,
installation and final acceptance of the gateway in South Korea
occurred.
- Service license and similar agreements ("SLAs"). ORBCOMM
International recognized $251,000 and $726,000 as amortization of
license fees associated with SLAs for the three- and nine-month
periods ended September 30, 1999, respectively (none for the same
periods of 1998). These agreements authorize the International
Licensees to use the ORBCOMM system to provide two-way data
communication services in their respective territories. License
fees from the SLAs are accounted for as deferred revenues and
recognized over the term of the agreements.
In the second quarter of 1999, ORBCOMM International recognized
$3,137,000 in revenue reflecting payments previously made by its
former International Licensees SEC ORBCOMM (Middle East) Ltd. and
CEC Bosphorus Communications Ltd. under their respective SLAs and
associated agreements with ORBCOMM International. ORBCOMM
International had terminated these licensees for non-performance
and had deferred recognizing this revenue pending the outcome of
a motion for a preliminary injunction filed by SATCOM
International Group PLC, the alleged successor-in-interest to
each of SEC ORBCOMM and CEC Bosphorus. SATCOM's motion for a
preliminary injunction was denied by the district court on March
18, 1999.
Cost of sales. For the three months ended September 30, 1999 and 1998,
cost of sales was $1,865,000 and $3,203,000, respectively. For the nine months
ended September 30, 1999 and 1998, these costs were $9,256,000 and $3,396,000,
respectively. Cost of sales consists primarily of the cost of the sale of
gateways. The increase in cost of sales for the nine-month period ended
September 30, 1999 is primarily due to a greater number of gateways that were
installed during this period.
Marketing expenses. During the third quarter of 1999 and 1998, ORBCOMM
International incurred $858,000 and $346,000, respectively, of marketing
expenses. For the nine months ended September 30, 1999 and 1998, these expenses
were $2,587,000 and $1,321,000, respectively. The variance in marketing
expenses results primarily from an increase in employee-related expenses.
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SUPPLEMENTAL DATA
Set forth below is certain supplemental data for the ORBCOMM system
comprising data of ORBCOMM, ORBCOMM USA and ORBCOMM International for the nine
months ended September 30, 1999. Such supplemental data should be read in
conjunction with our condensed consolidated financial statements and the
condensed financial statements of ORBCOMM USA and ORBCOMM International, and
the notes thereto located elsewhere in this report.
<TABLE>
<CAPTION>
SUPPLEMENTAL DATA
NINE MONTHS ENDED SEPTEMBER 30, 1999
(IN THOUSANDS)
ORBCOMM ELIMINATION
ORBCOMM ORBCOMM USA INTERNATIONAL ENTRIES TOTAL
----------------- ------------------ ------------------- ---------------- --------------
<S> <C> <C> <C> <C> <C>
Total revenue(1) $ 1,783 $ 1,142 $ 15,472 $ (1,285) $ 17,112
Expenses 85,662 (2) 5,994 11,843 1,285 102,214
Income (loss) from operations (83,879) (4,852) 3,629 (85,102)
Interest income 257 0 0 257
Interest expense 19,571 (3) 0 0 19,571
Equity in net losses of
ORBCOMM Japan Limited 698 0 0 0 698
Non-controlling interest in net
losses of consolidated
subsidiaries(4) 0 0 0 (24) (24)
Net income (loss) (103,891) (4) (4,852) 3,629 24 (105,090)
Capital expenditures 39,076 (5) 0 0 39,076
</TABLE>
<TABLE>
<CAPTION>
SUPPLEMENTAL DATA
AS OF SEPTEMBER 30, 1999
(IN THOUSANDS, EXCEPT FOR SUBSCRIBER UNIT DATA)
ORBCOMM
ORBCOMM ORBCOMM USA INTERNATIONAL TOTAL
------------------- ------------------ ------------------- ------------
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 6,151 $ 0 $ 0 $ 6,151
Mobile Communications Satellite System, net 332,157 0 0 332,157
Total debt 170,308 0 0 170,308
Activated (6) 0 9,300 5,158 14,458
</TABLE>
- ------------------------------
(1) ORBCOMM, ORBCOMM USA and ORBCOMM International are development stage
enterprises.
(2) Includes $34,894,000 of depreciation expense and goodwill amortization.
(3) Includes $779,000 of amortization of deferred financing fees.
(4) Excludes equity in net losses of ORBCOMM USA and ORBCOMM International of
$1,199,000.
(5) Represents cash and non-cash capital expenditures, principally for the
construction of the space and ground network system elements.
(6) Represents subscriber units that have been activated on the ORBCOMM
system, some of which are not revenue generating.
LIQUIDITY AND CAPITAL RESOURCES
We have incurred cumulative net losses from inception and have financed our
operations to date primarily with capital contributions from our partners and
through financing activities. For the nine months ended September 30, 1999 and
1998, net cash used in operating activities was $82,399,000 and $41,263,000,
respectively, primarily as a result of a net loss (excluding items not
affecting cash for
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<PAGE> 37
depreciation, amortization and equity in net losses of affiliates) of
$67,520,000 and $34,928,000, respectively. The increased net loss for the nine
months ended September 30, 1999, excluding items not affecting cash, is
primarily attributable to higher operating expenses related to the roll-out of
global commercial services and because interest expense is no longer
capitalized as it was during the construction phase of the ORBCOMM system.
Cash flows from investing activities for the nine months ended September
30, 1999 used cash of $12,234,000, primarily as a result of additional capital
expenditures and additional investments in and advances to affiliates. In the
first nine months of 1999, we invested $4,617,000 for the design, development
and construction of satellites, launch services and the design and construction
of the U.S. ground segment, excluding $34,459,000 of accrued milestone
obligations under the September 1995 procurement agreement, as well as under
the 1999 procurement agreement with Orbital. Further, in April 1999 we invested
$3,000,000 in Aeris.net, a provider of two-way, digital, cellular-based data
communications and with whom we have executed a service provider agreement. For
the nine months ended September 30, 1998, cash used in investing activities was
$15,717,000, primarily for capital expenditures, advances to affiliates and
purchases and sales of investments.
Cash flows from financing activities for the nine months ended September
30, 1999 and 1998 provided cash of $96,985,000 and $48,195,000, respectively.
The increase quarter-over-quarter is primarily attributable to increased
capital contributions from our partners, which were $99,765,000 and $49,000,000
for the nine months ended September 30, 1999 and 1998, respectively.
Expected future uses of cash include employee-related expenses, additional
capital expenditures related to the replenishment or enhancement of our
satellite constellation, debt servicing and working capital requirements. In
addition, we intend to continue to increase marketing and product development
expenditures in anticipation of expanded commercial operations. The total cost
of our 35-satellite system is expected to be approximately $339,000,000,
excluding capitalized interest as well as amounts under the 1999 procurement
agreement with Orbital as discussed below. Of this amount:
- $243,000,000 is for the design, development and construction of the
satellite constellation and associated launch services;
- $39,000,000 is for the design and construction of the U.S. ground
segment;
- $16,000,000 is for insurance; and
- approximately $41,000,000 is for other system costs such as
engineering and billing system costs.
The foregoing information reflects our current estimate of our funding
requirements for our 35-satellite constellation. Actual amounts may vary from
such estimates for a variety of reasons, including satellite failures.
As of February 1, 1999, we signed a new procurement agreement with Orbital,
which was amended on September 30, 1999. Under this amended agreement we will
procure, at a minimum, eleven additional satellites, two satellite propulsion
rings and two separate Pegasus(R) launch vehicles, at a total cost of
approximately $93,000,000. In addition, under this agreement we have the option
to procure up to 19 additional satellites and associated launch services using
the Pegasus launch vehicle. We expect that these additional satellites will be
used, among other things, to meet certain of the milestones set forth in the
license granted by the FCC on March 31, 1998 authorizing OCC to launch an
additional 12 low-Earth orbit ("LEO") satellites, as replenishment satellites,
as ground spares or to enhance our satellite constellation.
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We expect to continue to generate negative cash flows for at least the next
several quarters. We expect that a portion of our cash requirements will be met
through revenues from operations. Our ability to generate significant revenues
is subject to numerous uncertainties. Our service and equipment contracts are
U.S. dollar-based and, hence, not subject to foreign currency risk. Through
September 30, 1999, OCC and Teleglobe Mobile had made capital contributions to
us totaling $327,565,000. While they are not contractually required to do so,
our partners are currently funding our operations. We will require additional
capital and may seek to raise such additional capital through additional
contributions or loans from our current partners, other equity or debt
financings or operating lease arrangements or we may seek to enter into
strategic arrangements. We cannot assure you, however, that other equity or
debt financing or operating lease arrangements will be available including,
without limitation, from our current partners, and, if so, that they will be
available on terms acceptable to us or that strategic arrangements will be
possible and, if so, that they will be possible on terms acceptable to us.
We have issued $170,000,000 of notes that mature in August 2004. The notes
earn a 14% fixed interest as well as a 5% revenue participation interest on
service and certain other revenues. The market price for these notes may
fluctuate as a function of market interest rate changes, investors' perception
of the risks associated with an investment in our notes and our revenue growth.
RISK FACTORS
Many statements contained in this report are not historical and are
forward-looking in nature. Examples of such forward-looking statements include
statements concerning:
- our operations, funding needs and financing sources;
- our launch and commercial service schedules;
- our cash flows and profitability;
- future regulatory approvals;
- expected characteristics of competing systems; and
- expected actions of third parties such as equipment suppliers, VARs
and International Licensees.
These forward looking statements are inherently predictive and speculative,
and are based on our current views and assumptions regarding future events and
operating performance. The following are some of the risks that could cause
actual results to differ significantly from those expressed or implied by such
statements.
WE HAVE AN UNPROVEN TRACK RECORD
We expect to incur continued net losses. We incurred cumulative net losses
of approximately $225,588,000 through September 30, 1999 and expect losses to
continue for at least the next several quarters. Our continued business
development will require substantial expenditures, most of which we will incur
before we realize significant revenues from the ORBCOMM system. Together with
our operating expenses, these expenditures will result in negative cash flows
unless or until we establish an adequate revenue-generating customer base. We
cannot assure you that we will have positive cash flows or that we will become
profitable.
We have a limited operating and financial history. You have limited
operating and financial data on which to evaluate our business performance. We
have conducted full commercial operations for only a limited period of time.
Our ability to provide commercial service globally or even in key markets and
to generate positive operating cash flows will depend on our ability to,
directly or indirectly, among other
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things:
- successfully operate and maintain the satellites in the constellation;
- integrate the various ORBCOMM system segments, including the
satellites, the ground and control infrastructure and the hardware and
software used in customer applications;
- develop distribution capabilities within the United States and
licensing and distribution arrangements outside the United States
sufficient to capture and retain an adequate customer base;
- successfully and timely launch an additional plane of satellites to
create an enhanced satellite constellation;
- install the necessary ground infrastructure and obtain the necessary
regulatory and other approvals outside the United States; and
- provide for the timely design, manufacture and distribution of
subscriber units to customers in sufficient quantities, with
appropriate functional characteristics and at competitive prices for
various applications.
WE WILL HAVE SIGNIFICANT ADDITIONAL FUNDING REQUIREMENTS
Additional funding required to provide global service could be significant.
To complete and maintain our enhanced satellite constellation and to expand
global service, we will require significant additional capital expenditures. We
currently expect that the total cost of our 35-satellite constellation will be
approximately $339,000,000, excluding $57,089,000 of capitalized interest as
well as $93,000,000 under the 1999 procurement agreement with Orbital. Through
September 30, 1999, we had expended approximately $334,500,000 on satellite
constellation design, construction and launch services, design and construction
of the U.S. ground segment and insurance and other system costs, excluding
approximately $57,000,000 of capitalized interest, and including certain
amounts under the 1999 procurement agreement with Orbital. To finance these
expenditures, Orbital, through OCC, and Teleglobe, through Teleglobe Mobile,
had invested $327,565,000 in us through September 30, 1999. In addition, we
received net proceeds of approximately $164,000,000 from the sale of our notes
and $5,000,000 from the MetLife note, and as of September 30, 1999, Orbital had
deferred invoicing $85,259,000 under the 1995 procurement agreement as well as
the 1999 procurement agreement. While they are not contractually required to do
so, our partners are currently funding our operations. We will require
additional capital and may seek to raise such additional capital through
additional contributions or loans from our current partners, other equity or
debt financings or operating lease arrangements or we may seek to enter into
strategic arrangements. We cannot assure you, however, that other equity or
debt financing or operating lease arrangements will be available including,
without limitation, from our current partners, and, if so, that they will be
available on terms acceptable to us or that strategic arrangements will be
possible and, if so, that they will be possible on terms acceptable to us.
Developing, marketing and distributing data communication services to
customers, constructing certain components of the ground infrastructure or
procuring and launching additional satellites may require us to make
significant expenditures that are not currently planned. These additional
expenditures may arise as a result of, among other things:
- a decision to establish additional Internal VARs;
- the requirement that we construct international gateways because
International Licensees are unable or unwilling to do so; or
- the requirement that we procure and launch satellites to replace
satellites in the event of, for example, an uninsured loss.
In addition, interest expense on our notes represents a significant cash
requirement for us.
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Our substantial debt service obligations could affect our competitiveness.
We have a highly leveraged capital structure. As of September 30, 1999, our
liabilities totaled approximately $274,000,000. Our debt service requirements
could negatively affect our market value because of the following:
- our ability to obtain additional financing for future working capital
needs or for other purposes may be limited;
- a substantial portion of our cash flows from operations will be
dedicated to paying principal and interest on our indebtedness,
thereby reducing funds available for operations and business
expansion; and
- we may have greater exposure to adverse economic conditions than
competing companies that are not as highly leveraged.
These factors could negatively affect our financial condition and results
of operations.
Restrictive covenants in the indenture could prevent us from taking
otherwise sound business action. The indenture governing our notes contains
certain restrictive covenants. The restrictions in the indenture affect, and in
some cases significantly limit or prohibit, our ability to, among other things:
- incur additional indebtedness;
- make prepayments of certain indebtedness;
- make distributions;
- make investments;
- engage in transactions with affiliates;
- issue capital stock;
- create liens;
- sell assets; and
- engage in mergers and consolidations.
If we fail to comply with the restrictive covenants in the indenture
governing our notes, our obligation to repay the notes may be accelerated.
MARKET DEMAND FOR OUR PRODUCTS AND SERVICES IS NOT CERTAIN
Customer acceptance depends on several factors. The success of the ORBCOMM
system will depend on customer acceptance of our services, which is contingent
on a number of factors, including:
- the number of satellites that are operational at any time;
- completion and performance of the necessary ground infrastructure;
- receipt of the necessary regulatory and other approvals to operate in a
particular country;
- the availability of subscriber units that are compatible with the
ORBCOMM system and meet the varying needs of customers;
- the price of our services and related subscriber units; and
- the extent, availability and price of alternative data communication
services.
As with any new communications service, we cannot assure you that the
market will accept our services.
In addition, we believe that market acceptance of certain of our services
depends on the design, development and commercial availability of integrated
hardware and software applications that support the specific needs of our
target customers. Our VARs, Internal VARs and applications developers are
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responsible for developing and/or marketing such applications. If there is a
lack of, or a delay in the availability of, the components necessary to fulfill
our customers' business requirements, market acceptance of ORBCOMM services
could be adversely affected.
Currently over 100 companies are using or are in the process of evaluating
the ORBCOMM system. Our business plan assumes that our potential customers will
accept certain limitations inherent in satellite communication services. For
example, the ORBCOMM system's line-of-sight limitation, particularly in "urban
canyons," and its limited ability to penetrate buildings and other objects
could limit customers' use of the ORBCOMM system and services. In addition to
the limitations that the ORBCOMM system architecture imposes, our services will
not be available in those countries where we or our International Licensees
have not obtained the necessary regulatory and other approvals. Certain
potential customers may find these limitations on the availability of our
services to be unacceptable.
Competition comes from several sources. Competition in the communications
industry is intense, fueled by rapid and continuous technological advances and
alliances among industry participants seeking to use such advances
internationally to capture significant market share. Although currently no
other company is providing the same global, satellite-based commercial data
communication services that we provide, we anticipate that the ORBCOMM system
will face competition from numerous existing and potential alternative
communication services. We expect that potential competitors may include:
- operators or users of other LEO satellite networks similar to the
ORBCOMM system whose satellites operate below 1GHz;
- operators or users of networks of LEO satellites operating above 1GHz
that offer voice telephony as well as data services;
- operators or users of medium-Earth orbit satellite systems that use
satellites with orbits located between 2,000 and 18,000 miles above the
Earth;
- operators or users of geostationary or geosynchronous satellite systems
that use satellites with orbits located approximately 22,300 nautical
miles directly above the equator; and
- operators and users of terrestrial-based data communication systems.
If any of our competitors succeeds in marketing and deploying systems with
services having functions and prices similar to those we offer or expect to
offer, our ability to compete in markets served by such competitors may be
adversely affected.
Some of our actual or potential competitors have financial, personnel and
other resources that are substantially greater than our resources. In addition,
a continuing trend toward consolidation and strategic alliances in the
communications industry could give rise to significant new competitors.
Furthermore, any foreign competitor may benefit from subsidies from, or other
protective measures taken by, its home country. Some of these competitors could
develop more technologically advanced systems than the ORBCOMM system or could
provide more efficient or less expensive services than those that we provide or
expect to provide.
We may also face competition in the future from companies using new
technologies including new satellite systems. A number of these new
technologies, even if they are not ultimately successful, could negatively
affect us. Additionally, our business could be adversely affected if
competitors begin or expand their operations or if existing or new
communications service providers are able to penetrate our target markets.
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RELIANCE ON THIRD PARTIES COULD AFFECT OUR OPERATIONS
We will rely heavily on VARs within the United States. In the United
States, we intend to rely heavily on VARs to market and distribute many of our
services to customers. Our success depends, in part, on our ability to attract
and retain qualified VARs. We cannot assure you that we will be able to enter
into VAR agreements for additional markets at the times or on the terms we
expect or that we will be able to retain our existing VARs when the terms of
their respective agreements end.
We believe that for the VARs to successfully market our services, they will
need to design, develop and make commercially available data applications that
support the specific needs of our target customers. This will require the VARs
to commit substantial financial and technological resources. Certain VARs are
or are likely to be newly formed ventures with limited financial resources, and
these entities may not be successful in designing data applications or
marketing our services effectively. The inability of VARs to provide data
applications to customers could negatively affect market acceptance of our
services. Also, if VARs fail to develop data applications, we may do so, which
will increase our expenses. Furthermore, our reseller agreements provide that
VARs will use all reasonable commercial efforts to market and distribute our
services, although generally the VARs are not required to meet established
sales objectives. We cannot assure you that VARs will successfully develop a
market for and distribute our services.
Although we are developing VARs internally, we currently act primarily as a
wholesaler to VARs. Thus, the cost to customers for our services purchased
through VARs is largely beyond our control. Furthermore, we will have no rights
independently to offer particular data applications developed by VARs or to use
the associated software unless we enter into appropriate licensing agreements.
By developing Internal VARs, we may create actual or apparent conflicts with
certain VARs, which could adversely affect such VARs' willingness to invest
resources in developing and distributing data applications for the ORBCOMM
system.
We will rely heavily on International Licensees outside the United States.
Outside the United States, we enter into agreements with International
Licensees. The International Licensees are responsible in their territories for
procuring and installing the necessary gateways, obtaining the necessary
regulatory and other approvals to provide services using the ORBCOMM system and
marketing and distributing our services. We select the International Licensees
primarily by evaluating their ability to market and distribute our services
successfully. Although we consider many elements in evaluating potential
International Licensees, an individual International Licensee may not satisfy
any one or more of these elements. Our success depends, in part, on our ability
to attract and retain qualified International Licensees. We cannot assure you
that we will be able to enter into agreements with International Licensees for
additional territories at the times or on the terms we expect, or that we will
be able to retain our existing International Licensees when the terms of their
respective agreements end. In addition, each agreement we have executed with an
International Licensee provides that the International Licensee may terminate
the agreement upon one year's written notice, and any International Licensee
may decide to do so. Also, ORBCOMM International has the right under the terms
of these agreements to terminate such agreements based on the non-performance
of the licensee as described therein.
We are required to give one of our International Licensees satellite usage
fee credits as a result of our failure to meet certain ORBCOMM system launch
milestones. Moreover, certain of the agreements grant International Licensees
the right to terminate their agreements if they are unable to obtain the
necessary regulatory and other approvals within certain time parameters. Our
International Licensees may not be successful in obtaining the necessary
regulatory and other approvals, and, even if successful, the International
Licensees may not develop a market and/or a distribution network for our
services.
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Certain International Licensees are or are likely to be newly formed
ventures with limited financial resources. These entities may not be successful
in procuring and installing the necessary gateways, obtaining the necessary
regulatory approvals or successfully marketing and distributing our services.
The general form of our service license agreement does not obligate us or give
us the contractual right to construct the necessary gateway if an International
Licensee is unable or unwilling to construct one. In the future, and if an
International Licensee is unable or unwilling to do so, we may desire to
construct, or finance the construction of, the necessary gateway. However, the
International Licensee or the relevant governmental authority may not permit us
to construct the gateway, or we may not be able to bear the cost of
constructing the gateway, which cost may be significant.
We will rely heavily on subscriber unit manufacturers to satisfy customer
demand. Our success depends in part on manufacturers developing, on a timely
basis, relatively inexpensive subscriber units. While we have executed seven
subscriber unit manufacturing agreements and have type approved 13 different
subscriber unit models, a sufficient supply of these subscriber units may not
be available to customers at prices or with functional characteristics that
meet customers' needs. On occasion, we have found it advisable to purchase or
to subsidize the purchase of subscriber units and may do so in the future. The
cost of these purchases or subsidies could be significant. Generally, we expect
to sell these subscriber units to VARs, Internal VARs and International
Licensees at prices equal to or greater than cost, although we cannot assure
you that we will be able to do so. If subscriber unit manufacturers are unable
to develop and manufacture subscriber units successfully at cost-effective
prices that both meet the needs of customers and are available in sufficient
numbers, market acceptance of the ORBCOMM system and the quality of our
services could be affected, which, in turn, could negatively affect our
financial condition and results of operations.
We rely heavily on Orbital for our most important assets. We do not
independently have, and do not intend to acquire, except by contracting with
other parties, the ability to design, construct or launch the ORBCOMM
satellites. Under the 1995 procurement agreement with Orbital, we have
contracted with Orbital to provide these services on a fixed-price basis,
subject to adjustments for out-of-scope work. We may terminate this procurement
agreement if Orbital fails to achieve certain milestones within 56 weeks after
the contracted completion date or if Orbital fails to comply materially with
any terms of the procurement agreement. We may not, however, withhold payments
under this procurement agreement solely because Orbital fails to achieve
certain milestones by the dates originally planned. As of February 1, 1999, we
executed a new procurement agreement with Orbital, which was amended on
September 30, 1999. Under this amended agreement we will procure, at a minimum,
among other things, 11 additional satellites, two satellite propulsion rings
and two separate Pegasus launch vehicles, at a total cost of approximately
$93,000,000. In addition, we have an option to procure up to 19 additional
satellites and associated launch services using the Pegasus launch vehicle.
Depending on the product or service being purchased, we are required to pay
Orbital a fixed fee, subject to certain incentive payments and other
adjustments, or on a time and materials basis. Under this procurement
agreement, we are entitled to withhold payments from Orbital based on the
failure to achieve certain milestones, until such time as such milestones are
achieved or we have waived in writing the requirement to achieve such
milestones.
An adverse effect on Orbital and its business for whatever reason may
adversely affect Orbital's ability to perform under these procurement
agreements. We have not identified any alternate provider of the services
Orbital currently provides. An alternate service provider may not be available
or, if available, may not be available at a cost or on terms acceptable to us.
We rely heavily on third parties to control access to our proprietary
information. Our success and ability to compete depend to a certain degree on
our proprietary technology, and we depend on Orbital's intellectual property
rights relating to the ORBCOMM system. Under the 1995 procurement agreement
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and the 1999 procurement agreement, Orbital or its subcontractors generally own
the intellectual property relating to the work performed by Orbital under the
procurement agreements, including the ORBCOMM satellites, other than certain
communications software, and the U.S. ground segment. We rely primarily on
copyright and trade secret law to protect our technology. While we have applied
for two patents, neither of our patent applications has yet been granted. We
have entered into confidentiality agreements with each of our employees,
consultants and vendors, which agreements, where appropriate, obligate the
signatory to assign to us proprietary technology developed during performance
under the agreements and generally to control access to and distribution of our
software, documentation and other proprietary information. Notwithstanding
these precautions, it may be possible for a third party to copy or otherwise
obtain and use our software or other proprietary information without
authorization or to develop similar software independently. In addition, absent
the appropriate licensing agreements, we have no rights independently to offer
particular applications developed by VARs or to use the software included in
these applications. Enforcing intellectual property rights to these products
will depend on the VARs. Furthermore, the laws of countries outside the United
States may afford us and the VARs little or no effective protection of our
intellectual property. Losing protection of these intellectual property rights
could negatively affect our financial condition and results of operations.
The steps we have taken may not prevent misappropriation of our technology,
and agreements entered into for that purpose may not be enforceable. In
addition, we may have to resort to litigation in the future to enforce our
intellectual property rights, to protect our trade secrets, to determine the
validity and scope of the proprietary rights of others or to defend against
claims of infringement or invalidity. This litigation, whether or not
successful, could result in substantial costs and diverted resources, each of
which could negatively affect our financial condition and results of
operations.
RISKS RELATED TO SATELLITES COULD AFFECT OUR OPERATIONS
A significant portion of our tangible assets are our LEO satellites and the
related ground infrastructure. The loss or failure of satellites in the
constellation could negatively affect us.
Useful life of satellites; Damage to or loss of satellites. There are many
factors that contribute to and may affect the useful life of any satellites,
including our satellites, such as the quality of the satellites' design and
construction and the durability and expected gradual environmental degradation
of their electrical and other components.
The first generation of ORBCOMM satellites have eight-year design lives,
with the exception of the first two satellites placed in orbit in April 1995,
each of which has a design life of four years. We cannot assure you that any
satellite will operate for the full duration of its design life.
In addition, loss of or damage to our satellites may result from a variety
of causes, including:
- electrostatic storms;
- collisions with other objects, including space debris, man-made
objects or certain space phenomena such as comets, meteors or meteor
showers;
- random failure of satellite components; or
- high levels of radiation.
Also, loss of or damage to our satellites may result from the failure of
the launch vehicle that was to place the satellites in orbit.
The ORBCOMM system was designed to provide for redundancy in the event of
the loss or failure of
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one or more satellites in the constellation, whether due to a satellite
reaching the end of its design life or some other cause. However, the loss or
failure of satellites in the constellation may cause:
- gaps in service availability;
- significantly degraded service quality;
- increased costs; or
- loss of revenue for the period that service is interrupted or
impaired.
Satellite anomalies. In addition to the factors discussed above, there are
a number of factors that may cause anomalies with respect to the operation or
performance of satellites in orbit. In connection with the deployment of our
satellite constellation, we experienced certain anomalies with respect to
several of our satellites. These anomalies include reduced power levels on
certain satellites and the failure of certain satellites to transmit data to
subscriber units. While we have bypassed the data transmission anomaly, the
coverage footprint of such satellites is reduced. Moreover, implementation of
the bypass requires that certain manufacturers modify certain subscriber
communicator models to enable them to work with the modified satellites. You
should also note that:
- anomalies such as those described above, or other anomalies that have
comparable effects, could occur in the future with respect to the
in-orbit satellites or additional satellites launched by us; and
- while the anomalies described above have not materially affected our
business, if we are unable to correct such anomalies, if applicable,
or should additional anomalies occur in the future with respect to the
other in-orbit satellites or additional satellites that we launch,
such events could negatively affect our business.
Launch-related risks. To date, we have successfully launched 28 satellites
into their proper orbits. Of this number, 26 satellites are in commercial
service, and we currently expect to place one satellite in commercial service
by the end of the fourth quarter of 1999. Currently, we plan to launch seven
additional satellites on a Pegasus launch vehicle in 1999. Satellite launches
are subject to significant risks, including:
- failure of the launch vehicle due to a crash or explosion, which could
cause disabling damage to or loss of the satellites;
- damage to the satellites during loading into the launch vehicle, during
the launch itself or as the satellites are deployed by the launch
vehicle;
- failure of the satellites to achieve their proper orbits; and
- unreasonable delays related to poor weather conditions or prior launch
failures.
We bear the risk of loss of a launch vehicle and satellites upon release of
the Pegasus launch vehicle from Orbital's L-1011 aircraft. Our insurance
against the loss of a launch vehicle and its satellite payload may be limited.
If our next satellite launch fails, or if we should need to procure launch
services from an alternate provider for any reason, the resulting delays would
increase the costs to deploy our enhanced satellite constellation.
Cost increases from satellite enhancements, launch failures and other
sources could negatively affect our financial performance. We could experience
an increase in costs over those currently estimated to be necessary to complete
our enhanced satellite constellation. These additional cost increases could
come from, for example, launch or uninsured satellite failures and further
modifications to all or a portion of the ORBCOMM system design to work out
technical difficulties or to accommodate changes in market conditions, customer
needs, system requirements or regulatory requirements. Significant cost
increases related to launching and implementing our enhanced satellite
constellation could negatively affect our
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financial condition and results of operations.
Limited insurance exposes us to significant risks of loss. Our insurance
may not adequately mitigate the adverse effects of a launch failure or a loss
of satellites in-orbit. The next planned Pegasus launch (the "Fourth Pegasus
Launch") is currently scheduled for early December 1999. We have procured
insurance against launch failure and in-orbit failure of the seven satellites
planned to be launched in the Fourth Pegasus Launch. If there is a launch
failure with respect to the Fourth Pegasus Launch, our insurance would cover
approximately 90% of the cost of the launch vehicle and the satellites. If
there is an in-orbit failure of two or more of the seven satellites planned to
be launched in the Fourth Pegasus Launch, our insurance would cover the cost of
the launch vehicle and the satellites at the rate of 20% of the aggregate
amount of such costs based on a failure of two such satellites, 40% of such
costs based on a failure of three such satellites, 60% of such costs based on a
failure of four such satellites and 100% of such costs based on a failure of
five or more such satellites.
We have procured insurance against the in-orbit failure of satellites in
each of the first three planes of eight satellites launched using the Pegasus
launch vehicle. If there is a failure of any of the three planes of eight
satellites currently in orbit, where "failure" is defined as the loss of three
or more satellites in any such plane, our insurance program would cover the
costs of a replacement launch vehicle and thereafter would cover the cost of
the launch vehicle and the satellites, as well as the increased insurance
premium thereon, for subsequent launches. In the event such a failure occurs
prior to the Fourth Pegasus Launch, and we decided to launch the satellites
currently intended to be launched in the Fourth Pegasus Launch as replacement
satellites, our insurance would cover the cost to procure the launch vehicle
used in the Fourth Pegasus Launch and the satellites launched in connection
with the Fourth Pegasus Launch.
We have no insurance against in-orbit satellite failure for the two
satellites that were launched in April 1995 or for the two satellites launched
in February 1998.
Schedule delays could affect our commercial operations in certain areas. In
the past, we have had to delay satellite launches primarily because of
subcontractor late deliveries and enhancements made to the satellites' design
based on, among other things, information we obtained from operating the two
satellites launched in April 1995.
Additional delays in implementing our enhanced satellite constellation
could result from a variety of causes, including, among others:
- a delay or failure of the launch of seven satellites currently planned
for the fourth quarter of 1999; and
- delays caused by design reviews in the event of a launch vehicle
failure or the loss of a satellite or other event beyond our control.
We cannot assure you that these or other factors, some of which are beyond
our control, will not delay the implementation of our enhanced satellite
constellation, which could negatively affect our financial condition and
results of operations.
The costs of maintaining the space segment may outstrip funds generated
from operations. The ORBCOMM satellites, which constitute a substantial portion
of our total assets, have limited useful lives. We anticipate using funds from
operations to develop a second generation of satellites to replenish and expand
the constellation. If sufficient funds from operations are not available and we
are unable to obtain financing for the second generation satellites, we will
not be able to replace the first generation satellites at the end of their
useful lives. We cannot assure you that additional capital will be available to
develop the second generation satellites on favorable terms or on a timely
basis, if at all.
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Lack of adequate security for communications via the Internet could affect
customer acceptance of our services. Like many other modern communications
networks, we currently deliver a substantial portion of data to our customers
over the Internet and expect to continue to use the Internet as a primary
delivery method for data collected from subscriber units and satellites. We
currently take certain measures to ensure the security of customer data, but
despite these measures, persons seeking unauthorized access to our customer
data may be able to gain such access. We believe that if unauthorized access to
our customer data were to occur, or if our potential customers were to perceive
that such unauthorized access was likely, the market for our services would be
negatively affected.
We could experience difficulty integrating all of the components and
sub-components of the ORBCOMM system. While the ORBCOMM system has successfully
transmitted approximately ten million messages to date, the ORBCOMM system is
exposed to the risks inherent in any large-scale complex communications system
using advanced technologies. Operating the ORBCOMM system requires that we
design and integrate communications technologies and devices ranging from
satellites operating in space to ground infrastructure located around the
world. Even if built to specifications, the ORBCOMM system may not function as
expected. If any of the diverse and dispersed elements of the system fails to
function and coordinate as required, that failure could delay full deployment
of the ORBCOMM system or render it unable to perform at the quality and
capacity levels required for us to operate our business successfully.
REGULATORY RISKS PRESENT POTENTIAL OBSTACLES TO GLOBAL OPERATION OF THE ORBCOMM
SYSTEM
Obtaining and maintaining the necessary U.S. licenses could cause delays.
Our business may be affected by the regulatory activities of various U.S.
government agencies, primarily the FCC. Although each of OCC's licenses for the
ORBCOMM system (collectively, the "FCC Licenses") is currently valid, the FCC
could revoke these licenses if OCC fails to satisfy certain conditions or to
meet certain prescribed milestones, including:
- the December 2000 milestone by which OCC must have launched 36
satellites;
- the September 2002 milestone by which OCC must launch two of the 12
additional satellites licensed in March 1998; and
- the March 2004 milestone by which OCC must launch the remaining ten of
these satellites,
unless the FCC grants extensions for accomplishing, or modifies, the required
milestones. OCC is required to apply for a license renewal three years before
each FCC License expires. While, based on past experience, OCC believes the FCC
generally grants the renewal applications of existing licensees where the
licensee has satisfied the requirements of the license, it is possible that the
FCC will not, in fact, renew either of the FCC Licenses. Should the FCC revoke
or fail to renew the FCC Licenses, or if OCC fails to satisfy any of the
conditions of the FCC Licenses, such event would negatively affect our
financial condition and results of operations.
The FCC has licensed OCC to operate as a private carrier. Because of our
method of distributing services, we believe that OCC currently is not subject
to the restrictions that apply to common carriers or to providers of Commercial
Mobile Radio Services ("CMRS"). In the United States, we plan to distribute our
services to customers indirectly through VARs and directly through Internal
VARs. In most cases, we will provide our customers with enhanced services and
will not be interconnected with the public switched telephone network.
Therefore, we do not believe that the FCC will regard these services as common
carrier or CMRS. In the future, however, we may provide services that the FCC
deems common carrier or CMRS, or the FCC may exercise its discretionary
authority to apply the common carrier or CMRS rules to our operations. Applying
these rules could negatively affect our financial condition and
47
<PAGE> 48
results of operations by, for instance, subjecting us to rate regulation and
certain tariff filing requirements, limiting some foreign ownership in us and
subjecting us to state regulation, if we were deemed to be a common carrier.
Our financial condition and results of operations could be adversely
affected if the United States adopts new laws, policies or changes in the
interpretation or application of existing laws, policies and regulations that
modify the present regulatory environment.
The failure to obtain regulatory approvals in other countries could hinder
global service offerings. Our business is affected by the regulatory
authorities of the countries in which we or the International Licensees will
operate and in which we plan to offer our services. Our International Licensees
will be required to obtain local regulatory approvals to offer our services, to
operate gateways and to sell subscriber units within their territories. Thus,
the International Licensees must obtain numerous approvals before we can offer
full global coverage. Our current business plan is based on our receiving
regulatory approvals in several foreign jurisdictions within specified time
periods. To date, 38 countries have granted approvals to provide full
commercial or other limited services using the ORBCOMM system. Certain of these
licenses permit a range of activities including the right to test and
demonstrate or operate the ORBCOMM system on a temporary or otherwise limited
basis. While each International Licensee is responsible for obtaining
regulatory approvals in its territory, each International Licensee may not be
successful in doing so. If any International Licensee is not successful, we
will not be able to offer services in the affected territory.
Although many countries have moved to privatize communication services and
permit competition in providing these services, some countries continue to
require that a government-owned entity provide all communication services.
While we anticipate that substantially all of the International Licensees will
be private entities, we may be required to offer our services through a
government-owned or -controlled entity in those territories where government
monopolies prevail.
Our inability to offer service in a foreign country or countries could
negatively affect our financial condition and results of operations. Regulatory
provisions in countries in which we or the International Licensees seek to
operate may impose impediments on our or the International Licensees'
operations, and such restrictions could be unduly burdensome. Our business may
also be adversely affected by regulatory changes resulting from judicial
decisions and/or the adoption of treaties, legislation or regulations by the
national authorities of countries or territories where we plan to operate the
ORBCOMM system.
Coordination with the International Telecommunications Union ("ITU") poses
risks of delays. Frequency coordination through the ITU is a necessary
prerequisite to obtaining interference protection from other satellite systems.
There is no penalty for launching a satellite system before completing the ITU
coordination process, although protection from interference through this
process is only afforded as of the date that the ITU notifies the ORBCOMM
system that the coordination process has been successfully completed. OCC has
completed the ITU coordination process with respect to our 35-satellite
constellation with all administrations except Russia and France. OCC expects
that it will successfully complete the ITU coordination process with Russia and
France by December 2000, at which time the ORBCOMM system will be fully
registered with the ITU. The FCC has modified OCC's ITU documentation to
include the proposed launch of the 12 additional satellites for which OCC has
been licensed. We do not expect this modification to affect coordination of our
35-satellite constellation. Moreover, supplemental coordination of these 12
satellites is not required for countries for which the United States previously
completed coordination.
Any delay in or failure to complete the ITU coordination process
successfully may result in interference to the ORBCOMM system by other mobile
satellite systems operating internationally, and
48
<PAGE> 49
this interference could negatively affect our financial condition and results
of operations. Furthermore, International Licensees working with their
respective governments are required to complete ITU coordination of subscriber
units and gateways located in their territories with countries located within
distances determined by ITU recommendations. These coordinations may not be
completed successfully or in a timely manner, which could result in delayed
availability of ORBCOMM services in the affected territories.
OPERATING RISKS COME FROM SEVERAL SOURCES
Multinational operations and developing markets pose unique operating
challenges. Since we expect to derive substantial revenues by providing
communications services globally, we are subject to certain multinational
operating risks, such as:
- changes in domestic and foreign government regulations and
communications standards;
- licensing requirements;
- tariffs or taxes and other trade barriers;
- price, wage and exchange controls;
- political, social and economic instability;
- inflation;
- interest rate and currency fluctuations; and
- U.S. law prohibitions from operating in certain countries.
Many of these risks may be greater in developing countries or regions. In
addition, although we anticipate that the International Licensees will make all
payments in U.S. dollars, currency control restrictions may prevent the
International Licensees in those countries from being able to do so. Because we
expect to receive most payments in U.S. dollars, we do not intend to hedge
against exchange rate fluctuations.
OUR BUSINESS IS SUBJECT TO CERTAIN STRUCTURAL AND MARKET RISKS
We are controlled by two strategic partners. We are a limited partnership
whose current partners, OCC and Teleglobe Mobile, each holds 50% of our
partnership interests. Under our current partnership agreement, substantially
all actions taken by us require the approval of at least a
majority-in-interest, i.e., partners holding a majority of the partnership
interests. As such, the partners must agree with respect to any and all
decisions that require approval of a majority-in-interest, or in the event the
partners fail to agree, such failure will result in deadlock between the
partners. Such failure of the partners to agree with respect to any decision
requiring the approval of a majority-in-interest could negatively affect us.
Potential conflicts of interest with Orbital or Teleglobe could negatively
affect us. Orbital and Teleglobe each has a substantial ownership interest in
ORBCOMM. A conflict of interest may exist between us and Orbital under either
of the procurement agreements and the other related agreements between Orbital
and OCC. Also, Orbital is a majority owner of Magellan Corporation, one of our
subscriber unit manufacturers. A conflict of interest also may exist between us
and Teleglobe by virtue of Teleglobe's majority ownership of ORBCOMM Canada
Inc., our International Licensee for Canada. Further, under our partnership
agreement, transactions between us and either of Orbital or Teleglobe or any of
their affiliates are subject to the approval of the other partner. Any
potential conflict of interest between us and either of these entities could
negatively affect our results of operations.
49
<PAGE> 50
THE YEAR 2000 POSES CERTAIN RISKS
We have initiated a Year 2000 readiness program that comprises five
industry standard phases: inventory, assessment, remediation, testing and
deployment. Our primary area of focus has been the critical system segment,
which comprises eight operational areas including the satellites and the ground
infrastructure for the ORBCOMM system. We have completed the inventory,
assessment, remediation and testing phases of our Year 2000 readiness program.
In addition, we have also successfully passed the so-called "GPS roll-over
date," August 21, 1999, as well as the calender date of September 9, 1999,
without experiencing any adverse events associated with either of these dates.
We have completed our planned deployment of Year 2000 ready software for
the satellites and the ground system segment in the United States and for those
international ground systems that are our responsibility. Following the
commencement of the deployment of this Year 2000 ready software, some
additional upgrades were incorporated into the Year 2000 ready baseline.
Consequently, a subsequent deployment encompassing these changes has been
initiated, which subsequent deployment is planned to be completed by November
30, 1999.
We continue to encourage our International Licensees and VARs to implement
a comprehensive Year 2000 readiness program. We have identified and will
continue to assess the extent to which the elements comprising our business
infrastructure, including our applications developed for customers, information
systems, telephone systems, heating, cooling and electrical systems, building
security and other building operations, as well as back-up systems, are Year
2000 ready. To accomplish this, we have surveyed the applicable third party
vendors and other entities to ascertain whether their systems are Year 2000
ready, which has included where possible, obtaining a certification or
statement from each such vendor or other entity regarding Year 2000 readiness.
The total estimated cost of the program, including the planned cost to
replace systems that are impacted by the Year 2000 issue, is expected to be
approximately $2,500,000, which amount is not deemed by us to be material to
our financial condition or results of operations. To date, we have not deferred
work on any information technology programs or systems as a result of our
efforts in connection with the program.
In connection with the program, we have engaged in ongoing communications
with our customers and distribution partners regarding our Year 2000 status.
While uncertainties surrounding the significance and likely impact of the Year
2000 problem make it nearly impossible for us to identify a reasonably likely
worst case scenario for the Year 2000 issue, such scenario could include:
- interruptions or failures of data communications using the ORBCOMM
system;
- the temporary inability of third parties to pay amounts due to us, and
- the temporary inability of vendors to provide goods or services to us.
We have developed a contingency plan designed to address potential issues
that may arise in connection with the Year 2000 roll-over, particularly with
regard to the satellites and the ground system segment of the ORBCOMM network.
Despite our ongoing efforts in connection with the program, we cannot assure
you that we have identified or will identify all Year 2000 affected systems or
that the program will be successfully implemented or implemented on a timely
basis.
50
<PAGE> 51
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 5. OTHER INFORMATION.
On December 18, 1998, ORBCOMM International terminated for
non-performance its service license agreements with SEC
ORBCOMM (Middle East) Ltd. ("SEC ORBCOMM") and CEC Bosphorus
Communications Ltd. ("CEC Bosphorus"), which agreements
together covered 20 countries. On December 23, 1998, SATCOM
International Group PLC ("SATCOM"), the alleged
successor-in-interest to SEC ORBCOMM's and CEC Bosphorus'
interests in these agreements, filed an action (98 Civ. 9095,
S.D.N.Y.) claiming that the termination of these agreements
was unjustified. The suit sought damages and a preliminary
and permanent injunction effectively awarding the licenses to
SATCOM. The district court denied SATCOM's application for a
temporary restraining order on December 28, 1998. Following
an evidentiary hearing, on March 18, 1999, the district court
denied SATCOM's request for a preliminary injunction. SATCOM
appealed the district court's denial of its request for a
preliminary injunction; however, SATCOM subsequently withdrew
this appeal. On March 29, 1999, SATCOM moved for an order
staying the district court action pending arbitration before
the American Arbitration Association. On May 27, 1999, the
district court denied SATCOM's motion for a stay of the
district court action and granted a cross-motion filed by
ORBCOMM International, staying the arbitration SATCOM had
initiated and enjoining SATCOM from proceeding with such
arbitration. SATCOM has appealed the district court's May 27,
1999 ruling. Briefing on the appeal has been completed, and
oral argument before the Second Circuit has been scheduled
for November 22, 1999. Proceedings in the district court have
been stayed pending the appeal.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
A complete list of the exhibits required to be filed with
this Report on Form 10-Q is provided in the Exhibit Index
that precedes the exhibits filed with this report.
51
<PAGE> 52
EXHIBIT INDEX
The following exhibits are filed as part of this report.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------------------------------------------------------------------
<S> <C>
3 Organizational Documents.
3.1(a) Certificate of Limited Partnership of ORBCOMM.
3.2(a) Restated Agreement of Limited Partnership of ORBCOMM.
3.2.1(d) Amendment No. 1 to Restated Agreement of Limited Partnership of
ORBCOMM dated December 2, 1996.
3.3(a) Certificate of Limited Partnership of ORBCOMM USA.
3.4(a) Restated Agreement of Limited Partnership of ORBCOMM USA.
3.5(a) Certificate of Limited Partnership of ORBCOMM International.
3.6(a) Restated Agreement of Limited Partnership of ORBCOMM International.
4(a) Indenture, dated as of August 7, 1996, by and among ORBCOMM, Capital,
ORBCOMM USA, ORBCOMM International, OCC, Teleglobe Mobile and Marine
Midland Bank.
10 Material Contracts.
10.2(a) Pledge Agreement, dated as of August 7, 1996, by and among ORBCOMM,
Capital, and Marine Midland Bank as Collateral Agent.
10.3(a) International System Charge Agreement, restated as of September 12,
1995, by and among ORBCOMM, Teleglobe Mobile and ORBCOMM
International.
10.4(a) Master Agreement, restated as of September 12, 1995, by and among
ORBCOMM, Orbital, ORBCOMM, Teleglobe and Teleglobe Mobile.
10.4.1(b) Amendment No. 1 to Master Agreement, dated as of February 5, 1997 by
and among OCC, Orbital, Teleglobe and Teleglobe Mobile.
10.5(a) Procurement Agreement, dated as of September 12, 1995, by and between
ORBCOMM and Orbital (provided that Appendix I is incorporated by
reference to Exhibit10.24.6 to the Quarterly Report on Form 10-Q for
the Quarter Ended June 30, 1993 filed by Orbital on August 13, 1993).
10.5.1(c) Amendment No. 1 to Procurement Agreement dated December 9, 1996
between ORBCOMM and Orbital.
10.5.2(b) Amendment No. 2 to Procurement Agreement dated March 24, 1997 between
ORBCOMM and Orbital.
10.5.3(e) Amendment No. 3 to ORBCOMM System Procurement Agreement, dated as of
March 31, 1998 by and between ORBCOMM and Orbital.
10.5.4(e) Amendment No. 4 to ORBCOMM System Procurement Agreement, dated as of
March 31, 1998 by and between ORBCOMM and Orbital.
10.5.5(g) Amendment No. 5 to ORBCOMM System Procurement Agreement, dated as of
July 30, 1998 by and between ORBCOMM and Orbital.
10.5.6(g) Amendment No. 6 to ORBCOMM System Procurement Agreement, dated as of
September 21, 1998 by and between ORBCOMM and Orbital.
10.5.7(g) Amendment No. 7 to ORBCOMM System Procurement Agreement, dated as of
December 31, 1998 by and between ORBCOMM and Orbital.
10.5.8(h) Procurement Agreement, dated as of February 1, 1999, by and between
ORBCOMM and Orbital.
10.5.9(h) Amendment No. 8 to ORBCOMM System Procurement Agreement, dated as of
March 24, 1999 by and between ORBCOMM and Orbital.
10.5.9.1* Amendment No. 9 to ORBCOMM System Procurement Agreement, dated as of
June 30, 1999 by and between ORBCOMM and Orbital.
10.5.9.2* Amendment No. 10 to ORBCOMM System Procurement Agreement, dated as of
September 30, 1999 by and between ORBCOMM and Orbital.
</TABLE>
52
<PAGE> 53
<TABLE>
<S> <C>
10.6(a) Proprietary Information and Non-Competition Agreement, restated as of
September12, 1995, by and among ORBCOMM, Orbital, OCC, Teleglobe,
Teleglobe Mobile, ORBCOMM USA and ORBCOMM International.
10.7(a) System Charge Agreement, restated as of September 12, 1995, by and
between OCC and ORBCOMM USA.
10.8(a) System Construction Agreement, restated as of September 12, 1995, by
and between ORBCOMM and OCC.
10.9(a) Amendment No. 1 to System Construction Agreement, dated as of July 1,
1996, by and between ORBCOMM and OCC.
10.10(a) Service License Agreement, dated as of December 19, 1995, between
ORBCOMM International and ORBCOMM Canada Inc.
10.12(a) Service License Agreement, dated as of October 15, 1996, between
ORBCOMM International and European Company for Mobile Communicator
Services, B.V., ORBCOMM Europe.
10.14(a) Ground Segment Facilities Use Agreement, dated as of December 19,
1995, between ORBCOMM International and ORBCOMM Canada Inc.
10.15(a) Ground Segment Procurement Contract, dated as of October 15, 1996,
between ORBCOMM International and European Company for Mobile
Communicator Services, B.V., ORBCOMM Europe.
10.16(f) Orbital Communications Corporation 1992 Stock Option Plan.
10.16.1(h) The 1999 Equity Plan of ORBCOMM Corporation and ORBCOMM Global, L.P.
10.16.2(h) Dolphin Information Services, Inc. 1998 Stock Option Plan.
10.17(f) Amended and Restated Administrative Services Agreement, dated as of
January 1, 1997 by and between ORBCOMM and Orbital.
10.19(f) Subscriber Communicator Manufacture Agreement dated as of July 31, 1996
by and between ORBCOMM and Magellan Corporation.
10.20(f) Reseller Agreement dated as of March 3, 1997 by and between ORBCOMM
USA and Orbital Sciences Corporation (the "Reseller Agreement").
10.21(f) Employment Agreement dated as of May 15, 1997 by and between ORBCOMM
and Robert F. Latham.
10.21.1* Amended and Restated Employment Agreement dated as of September 1, 1999
by and between ORBCOMM and Robert F. Latham
10.22(f) Consulting Agreement dated as of March 18, 1998 by and between ORBCOMM
and ORBCOMM Canada Inc.
21 Subsidiaries of ORBCOMM.
27* Financial Data Schedule of ORBCOMM Global, L.P.
</TABLE>
- ------------
* Filed herewith.
(a) Incorporated by reference to the identically numbered exhibit to our
Registration Statement on Form S-4, as amended (Reg. No. 333-11149).
(b) Incorporated by reference to the identically numbered exhibit to our
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 filed
by us on May 14, 1997.
(c) Incorporated by reference to the identically numbered exhibit to our
Annual Report on Form 10-K for the fiscal year ended December 31, 1996
filed by us on March 28, 1997.
(d) Incorporated by reference to Exhibit 10.16.1 of the Annual Report on Form
10-K for the fiscal year ended December 31, 1996 of Orbital, filed by
Orbital on March 27, 1997.
(e) Incorporated by reference to the identically numbered exhibit to Amendment
No. 1 to our Registration Statement on Form S-1, as amended (Reg. No.
333-50599).
(f) Incorporated by reference to the identically numbered exhibit to our
Annual Report on Form 10-K for the fiscal year ended December 31, 1997
filed by us on March 31, 1998.
(g) Incorporated by reference to the identically numbered exhibit to our
Annual Report on Form 10-K for the fiscal year ended December 31, 1998
filed by us on March 31, 1999.
(h) Incorporated by reference to the identically numbered exhibit to our
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 filed by
us on August 16, 1999.
53
<PAGE> 54
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on their behalf by
the undersigned thereunto duly authorized.
ORBCOMM GLOBAL, L.P.
Date: November 15, 1999 By: /s/ Scott L. Webster
-------------------------------
Scott L. Webster
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
Date: November 15, 1999 By: /s/ Carol P. Hanna
-------------------------------
Carol P. Hanna
Vice President, Finance
(Principal Accounting Officer)
ORBCOMM GLOBAL CAPITAL CORP.
Date: November 15, 1999 By: /s/ Scott L. Webster
-------------------------------
Scott L. Webster
President
(Principal Executive Officer)
Date: November 15, 1999 By: /s/ Carol P. Hanna
-------------------------------
Carol P. Hanna
Vice President, Finance
(Principal Accounting Officer)
54
<PAGE> 1
AMENDMENT NO. 9 TO
ORBCOMM SYSTEM PROCUREMENT AGREEMENT
This Amendment No. 9 ("Amendment No. 9") to the ORBCOMM System Procurement
Agreement is entered into as of the 30th day of June, 1999 between ORBCOMM
Global, L.P. ("ORBCOMM Global") and Orbital Sciences Corporation ("Orbital").
WITNESSETH:
WHEREAS, the parties previously entered into the ORBCOMM System Procurement
Agreement dated September 12, 1995 (the "Procurement Agreement") and Amendments
No. 1, No. 2, No. 3, No. 4, No. 5, No. 6, No. 7 and No. 8 thereto; and
WHEREAS, the parties wish to set forth their agreement pertaining to an
equitable price adjustment to the Procurement Agreement for changes made and
associated costs incurred by Orbital under the Procurement Agreement from
January 1, 1999 to June 30, 1999 and additional services to be performed through
September 30, 1999.
NOW, THEREFORE, the parties agree as follows:
ARTICLE 1 - DEFINITIONS
Terms used herein and not otherwise defined shall have the meanings
assigned thereto in the Procurement Agreement.
ARTICLE 2 - AMENDMENTS
Section 2.1 Section 3.1(a) of the Procurement Agreement shall be amended to
add a new subparagraph (vi) immediately following subparagraph (v) that reads as
follows:
"(vi) Price Adjustment Changes From
January 1, 1999 To September 30, 1999
Outside the General Scope of the Agreement" $ 3,181,995
-----------
Section 2.2 Section 3.1(a) of the Procurement Agreement shall be amended to
delete the "TOTAL" price of $166,323,821 set forth therein and to replace it
with the new "TOTAL" price of $169,505,816.
Section 2.3 Section 4.1(b)(i) of the Procurement Agreement shall be deleted
in its entirety and replaced with the following:
"(i) Orbital shall be entitled to invoice ORBCOMM Global on a monthly basis
for a maximum of 90% of its costs incurred during such month, other than
costs associated with Sections 3.1(a)(iv), 3.1(a)(v), 3.1(a)(vi), 3.1(c)
and 3.1(d), plus to
<PAGE> 2
the extent permitted by Section 4.1(f), such portion of the cost in excess
of the maximum amount to be invoiced to ORBCOMM Global in accordance with
such Section 4.1(f) and not previously invoiced and paid; provided,
however, that Orbital shall not be entitled to invoice ORBCOMM Global under
Section 4.1(a) and this Section 4.1(b)(i) in a cumulative total amount
greater than $125,884,929."
Section 2.4 Section 4.4(ii) of the Procurement Agreement shall be deleted
in its entirety and replaced with the following:
(ii) Notwithstanding anything in this Section 4 to the contrary, ORBCOMM
Global agrees to pay to Orbital the principal amount of (a) $48,773,822 for
work performed from October 1, 1997 to December 31, 1998 but not yet
invoiced and (b) $7,181,995 for work performed from January 1, 1999 to June
30, 1999 but not yet invoiced and out of scope work to be performed through
September 30, 1999, which amounts, collectively, include the costs set
forth in Sections 3.1(a)(v) and (vi), on the earlier of
(x) within thirty (30) days from the date of receipt of invoice,
provided that, Orbital shall not submit an invoice for amounts
set forth under Section 4.4(ii)(b) prior to September 30, 1999;
(y) December 31, 1999; or
(z) five (5) days after receipt of net proceeds by ORBCOMM Global of
at least $100,000,000 from any equity issuance (excluding stock
options) or debt financings of ORBCOMM Global or ORBCOMM
Corporation."
SECTION 3 - MISCELLANEOUS
Section 3.1 This Amendment No. 9 shall be construed in accordance with and
governed by the laws of the Commonwealth of Virginia, without giving effect to
the provisions, policies or principles thereof related to choice or conflict of
laws.
Section 3.2 No changes to the Procurement Agreement are authorized hereby
except as otherwise specified in this Amendment No. 9.
<PAGE> 3
IN WITNESS WHEREOF, the parties have executed this Amendment No. 9 as of
the day and year first above written.
ORBCOMM GLOBAL, L.P.
By:_______________________________
Name:
Title:
ORBITAL SCIENCES CORPORATION
By:_______________________________
Name: Jeffrey V. Pirone
Title: Executive Vice President and
Chief Financial Officer
<PAGE> 1
AMENDMENT NO. 10 TO
ORBCOMM SYSTEM PROCUREMENT AGREEMENT
This Amendment No.10 ("Amendment No. 10") to the ORBCOMM System Procurement
Agreement is entered into this 30th day of September, 1999 between ORBCOMM
Global, L.P. ("ORBCOMM Global") and Orbital Sciences Corporation ("Orbital").
WITNESSETH
WHEREAS, the parties previously entered into the ORBCOMM System Procurement
Agreement dated September 12, 1995 (the "Procurement Agreement") and Amendments
No. 1, No. 2, No. 3, No. 4, No. 5, No. 6, No. 7, No.8 and No. 9 thereto; and
WHEREAS, the parties wish to set forth their agreement on a change to the
orbit parameters for the launch of ORBCOMM Plane D/ORBCOMM Launch 4 (previously
known as the "Equatorial Plane") for which ORBCOMM Global has directed a change
from the equatorial (zero degree) inclination launch to a 45 degree inclination
launch using the Pegasus launch vehicle and a revision to the milestone payment
schedule pertaining to such launch.
NOW THEREFORE, the parties agree as follows:
ARTICLE 1 - DEFINITIONS
Terms used herein and not otherwise defined shall have the meanings
assigned thereto in the Procurement Agreement.
ARTICLE 2 - AMENDMENTS
Section 2.1 Section 5.1(b)(v) of the Procurement Agreement shall be deleted
in its entirety and replaced with the following:
"(v) Satellites and Launch Vehicle No earlier than 5 Nov 1999
Launch Service No. 4"
Section 2.2 Table 3.1 in Section 3.1.1 of Exhibit A, Part 1B Satellite
Specifications of the Procurement Agreement shall be deleted in its entirety and
replaced with the following:
<PAGE> 2
"
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Parameter Plane A Plane B Plane C Plane D
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Target mean altitude 825 km, circular 818.5 km 818.5 km 825.0 km
Maximum apogee altitude 882 km Target + 15 km Target + 15 km Target + 20 km
Minimum perigee altitude 767 km Target - 15 km Target - 15 km Target - 20 km
Target inclination 45 deg. 45.02 deg. 45.02 deg. 45.02 deg
Inclination accuracy +/- 0.3 deg. +/- 0.1 deg. +/- 0.1 deg +/- 0.08 deg
Target right ascension of 20 degrees East of
ascending nodes Unconstrained 120 deg. East of Plane A 120 deg. West of Plane A Plane A
Accuracy of ascending node N/A +/- 2.5 deg. +/- 2.5 deg. +/- 2.5 degrees
</TABLE>
Pegasus orbit performance capabilities assume a maximum satellite weight of 95
pounds each."
Section 2.3 Table 3.1 in Section 3.1.1 of the Statement of Work and
Specifications for the ORBCOMM-4 Launch Services (as originally set forth in
Amendment No. 4 to the Procurement Agreement and as revised in Amendment No. 8
to the Procurement Agreement) shall be deleted in its entirety and replaced with
the following:
"
<TABLE>
<CAPTION>
------------------------------------------------------------------------------
PLANE D/ORBCOMM-4
PARAMETER (45 DEGREE LAUNCH)
------------------------------------------------------------------------------
<S> <C>
Target Mean Altitude 825.0 km
------------------------------------------------------------------------------
Maximum apogee altitude Target + 20 km
------------------------------------------------------------------------------
Minimum perigee altitude Target - 20 km
------------------------------------------------------------------------------
Target inclination 45.02 degrees
------------------------------------------------------------------------------
Inclination accuracy +/- 0.08 degrees
------------------------------------------------------------------------------
Target right ascension of 20 degrees East of Plane A
ascending nodes
------------------------------------------------------------------------------
Accuracy of ascending node +/- 2.5 degrees
------------------------------------------------------------------------------
Semi-Major Axis +/- 12 km
------------------------------------------------------------------------------
</TABLE>
ORBCOMM shall have at its disposal all available launch capacity of
the Pegasus launch vehicle pertaining to the launch parameters set
forth for the Plane D/ORBCOMM-4 mission."
Section 2.5 Section 4.1(b)(iii) of the Procurement Agreement shall be
deleted in its entirety and replaced with the following:
2
<PAGE> 3
"(iii) Orbital shall be entitled to invoice ORBCOMM Global for costs
associated with Section 3.1(d) as follows:
<TABLE>
<CAPTION>
PAYMENT DATE AMOUNT
------------ ------
<S> <C>
October 1, 1998 $1,500,000
January 1, 1998 $2,000,000
April 1, 1999 $2,000,000
July 1, 1999 $2,000,000
October 1, 1999 $5,000,000
The Earlier of March 31, 2000 $8,000,000*
or Launch of Fourth Plane
September 30, 2000 $6,000,000
</TABLE>
* If the launch is delayed beyond March 31, 2000 due to
unavailability of the Satellites, Orbital shall be entitled to
invoice ORBCOMM at the monthly rate of $1,000,000, beginning
April 30, 2000, with the balance due on launch. In no event shall
Orbital be entitled to invoice ORBCOMM in an amount to exceed
$8,000,000."
SECTION 3 - MISCELLANEOUS
Section 3.1 This Amendment No. 10 shall be construed in accordance with and
governed by the laws of the Commonwealth of Virginia, without giving effect to
the provisions, policies or principles thereof related to choice or conflict of
laws.
Section 3.2 No changes to the Procurement Agreement are authorized hereby
except as otherwise specified in this Amendment No. 10
IN WITNESS WHEREOF, the parties have executed this Amendment No. 10 as of
the day and year first above written.
ORBCOMM GLOBAL, L.P.
By:___________________________________
Name: Scott L. Webster
Title: Chairman and Chief Executive Officer
ORBITAL SCIENCES CORPORATION
By:___________________________________
Name: Richard J. Hampton
Title: Senior Director, Contracts
3
<PAGE> 1
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Amended
Agreement") is made as of this 1st day of September 1999 (the "Effective Date")
between ORBCOMM GLOBAL, L.P. (the "Company") and ROBERT F. LATHAM (the
"Executive").
W I T N E S S E T H:
WHEREAS, the Company and the Executive previously entered into that
certain Employment Agreement (the "Employment Agreement") dated as of May 15,
1997 (the "Original Effective Date"); and
WHEREAS, the Company and the Executive desire to amend and restate the
Employment Agreement as set forth herein.
NOW, THEREFORE, the Company and the Executive each agree as follows:
1. Employment; Duties. During the term of this Amended
Agreement, the Company hereby employs the Executive and the Executive accepts
employment as Executive Vice President, Special Projects of the Company. In
such capacity, the Executive shall perform such duties as may be assigned to
him from time to time by the Chairman and Chief Executive Officer of the
Company. During his period of employment with the Company, the Executive will
(a) work out of his home office, unless requested otherwise, and (b) devote his
best efforts to those duties assigned to him hereunder and shall not engage in
any employment or activities detrimental to the best interests of the Company
without the approval of the Chairman and Chief Executive Officer of the
Company. Except as otherwise provided herein, the Executive shall not conduct
any activities on behalf of the Company or hold himself out as representing the
Company except at the direction of the Chairman and Chief Executive Officer or
his designee. The Company understands and agrees that, notwithstanding the
foregoing, and subject to Sections 6(a) and (b), the Executive may serve during
the term of this Amended Agreement as a director on the boards of directors of
business, civic or community corporations or entities other than the Company,
if he shall obtain the prior written approval of the Company's General
Partners, which approval may be withheld if the Company's General Partners
reasonably determine that the Executive's so serving as a director for any such
corporation or entity would interfere with the performance of the Executive's
duties hereunder or would conflict with the best interests of the Company.
2. Term. The term of this Amended Agreement shall commence on
the Effective Date and end on September 30, 1999. This Amended Agreement shall
not be renewable by either party.
3. Compensation. During the term of this Amended Agreement, the
Company shall pay to the Executive compensation equal to an annual base salary
at the rate of two hundred
<PAGE> 2
thirty-three thousand dollars ($233,000) per annum, prorated for any partial
employment year, payable in bi-weekly installments in arrears.
4. Other Compensation and Benefits.
(a) Payment on Expiration. On the expiration of the term of this
Amended Agreement, the Company shall pay the Executive a lump sum payment equal
to two hundred sixty-three thousand, eight hundred forty-nine dollars
($263,849). The payment of this amount and performance by the Company of its
other obligations set forth in this Agreement shall constitute full and final
satisfaction of all of the Company's obligations to the Executive, and all of
the Executive's rights, under this Amended Agreement and the Employment
Agreement.
(b) Legal Review of Amended Agreement. The Company shall pay the
Executive's actual legal expenses incurred in the review of this Amended
Agreement, up to a maximum of $1,000.
(c) Benefits. During the term of this Amended Agreement, the
Executive shall be entitled to participate in any profit sharing plan,
retirement plan, group life insurance plan or other insurance plan or medical
expense plan maintained by the Company for its senior executives generally and,
if applicable, their family members. The Company reserves the right to
discontinue or to amend such plans to conform to legal requirements or for
other reasons, as determined by the Company to be in the best interest of the
business.
(d) Directors and Officers Insurance. The Company shall use all
commercially reasonable efforts to maintain Directors and Officers Insurance
covering such claims and in such amounts as the Company shall determine to be
appropriate.
(e) Options. On the Original Effective Date, the Executive was
granted options (the "Options") to purchase 55,000 shares of the Common Stock,
par value $.01 per share (the "Common Stock"), of Orbital Communications
Corporation ("OCC"). Each Option was exercisable in accordance with the terms
set forth in the stock option agreement reflecting such grant; provided that
notwithstanding the vesting schedule set forth in such agreement, the parties
agree that as of the expiration of the term of this Amended Agreement, the
vesting schedule for the Options shall be revised for unvested options such
that, vesting of the next annual installment (e.g. 13,750) shall be deemed to
have occurred in equal quarters amounts (e.g. approximately, 3,438) for each
full calendar quarter the Executive was employed by the Company (from the last
annual vesting date) prior to the such expiration date. In addition, on the
exercise of any vested portion of the Options, payment of any withholding taxes
then due could be made by the Executive (i) surrendering Common Stock held by
the Executive having a fair market value equal to such withholding tax
obligation or (ii) requesting that OCC withhold from the shares to be delivered
to the Executive on the exercise of vested Options a number of shares of Common
Stock having a fair market value equal to such withholding tax obligation.
5. Business Expenses; Professional Memberships. During the term
of this Amended Agreement, the Company shall reimburse the Executive for all
reasonable and necessary (a)
-2-
<PAGE> 3
business expenses, including, but not limited to, travel expenses and telephone
usage charges incurred by him in the performance of his duties under this
Amended Agreement, and (b) professional membership dues, against presentation
of proper receipts or other proof of expenditure, and subject to such
reasonable guidelines or limitations provided to the Executive, and which are
to be applied prospectively only as the General Partners or the Chief Executive
Officer of the Company may impose. The Executive shall be furnished with a
portable computer (including monitor) and a docking station for use in his
home, as well as a printer for use in his home. On the expiration of the term
of this Amended Agreement, the Executive shall be entitled to retain, and the
Company shall be deemed to have transferred to the Executive title to, such
portable computer (including monitor), docking station and printer.
6. Company Matters.
(a) Proprietary Information and Inventions. On the Original
Effective Date, the Executive executed an Employee Non-Disclosure Agreement.
The Executive agrees to abide by the terms and conditions set forth therein.
(b) Non-Solicitation of Employees; Non-Compete. The Executive
agrees that, during the term of this Amended Agreement and for a period of one
year thereafter, he will not solicit or encourage any employee of the Company
to terminate his or her employment with the Company or to accept employment
with any other employer with whom the Executive might become affiliated
subsequent to his termination. In addition, the Executive reaffirms his
obligations under the each of the stock option agreements reflecting the grant
of stock options to the Executive on May 15, 1997, July 18, 1997 and January
16, 1998 (the "Stock Option Agreements"), including those obligations set forth
in Section 7 thereof, and agrees to abide by the covenants and agreements set
forth therein. The parties also agree that the term of the non-competition set
forth in Section 7 of the Stock Option Agreements shall continue for a period
of twelve months after the expiration of the term of this Amended Agreement.
(c) Resignation on Termination. On expiration of the term of this
Amended Agreement, the Executive shall immediately resign any directorships,
offices or other positions that he may hold in the Company or any of its
affiliates.
7. Miscellaneous.
(a) Work Authorization. The Company shall be responsible for
obtaining all appropriate work authorization papers necessary for the Executive
to be employed by the Company during the term of this Amended Agreement.
(b) Entire Agreement; Binding Effect. This Amended Agreement sets
forth the entire understanding between the parties as to the subject matter of
this Amended Agreement and merges and supersedes all prior agreements,
commitments, representations, writings and discussions between them including
the terms of the Employment Agreement; and neither of the parties shall be
bound by any obligations, conditions, warranties or representations with
respect to the subject matter of this Amended Agreement, other than as
expressly provided in this
-3-
<PAGE> 4
Amended Agreement or as duly set forth on or subsequent to the date of
execution of this Amended Agreement in writing and signed by the proper and
duly authorized representative of the party to be bound hereby. This Amended
Agreement is binding on the Executive and on the Company and its successors and
assigns (whether by assignment, by operation of law or otherwise).
(c) Notices. All notices, approvals, consents, requests or
demands required or permitted to be given under this Amended Agreement shall be
in writing and shall be deemed sufficiently given three business days after
being deposited in the mail, registered or certified, postage prepaid, on
receipt if hand delivered or sent by facsimile (answerback received) or one
business day after being given to a reputable overnight courier and addressed
to the party entitled to receive such notice at the following address (or other
such addresses as the parties may subsequently designate):
The Company: ORBCOMM Global, L.P.
2455 Horse Pen Road
Dulles, Virginia 20171
The Executive:
21586 Misty Creek Lane
Fairfax, Virginia 22033
If notice is given by any other method, it shall be deemed effective
when the written notice is actually received.
(d) Waivers. No party shall be deemed to have waived any right,
power or privilege under this Amended Agreement or any provisions hereof unless
such waiver shall have been duly executed in writing and acknowledged by the
party to be charged with such waiver. The failure of any party at any time to
insist on performance of any of the provisions of this Amended Agreement shall
in no way be construed to be a waiver of such provisions, nor in any way to
affect the validity of this Amended Agreement or any part hereof. No waiver of
any breach of this Amended Agreement shall be held to be a waiver of any other
subsequent breach.
(e) Governing Law; Jurisdiction. This Amended Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
Commonwealth of Virginia, without giving effect to the conflict or choice of
law provisions thereof. In addition, each party hereto irrevocably and
unconditionally agrees that any suit, action or other legal proceeding arising
out of this Amended Agreement may be brought only in the Commonwealth of
Virginia.
(f) Release. In consideration of the agreements, covenants and
understandings contained herein, the Executive hereby releases, acquits and
forever discharges the Company, its subsidiaries, affiliates and successors and
any of their officers, partners, directors and employees, including but not
limited to Orbital Sciences Corporation and Teleglobe Inc. (collectively, the
"ORBCOMM Entities") of and from, and hereby waives all his rights with respect
to, any and all
-4-
<PAGE> 5
rights, actions, suits, claims, causes of actions, damages, expenses or costs
of whatever nature arising out of, related to, or in connection with (a) the
Company's employment of the Executive and any and all other contracts and
agreements, whether oral or in writing, relating to such employment, (b) the
ORBCOMM Retirement Savings Plan for Employees of ORBCOMM Global, L.P., ORBCOMM
USA, L.P. and ORBCOMM International Partners, L.P. (the "ORBCOMM 401(k)"), (c)
any health or other benefit plans maintained by the Company or its affiliates,
(d) the matters set forth herein and (e) the Company's interactions with the
Executive, in the case of each of (a) - (e) above, up to the date of execution
of this Amended Agreement, including, but not limited to, any rights, actions,
suits, claims, causes of action, or liability under (i) any federal, state, or
local statute or regulation including, but not limited to, the Age
Discrimination in Employment Act ("ADEA"), or (ii) under common law principles,
except claims or proceedings necessary to enforce the provisions of this
Amended Agreement. The Executive further covenants and agrees never to join in
or commence any action, suit or proceeding, in law or in equity, or before any
administrative agency other than the Equal Employment Opportunity Commission,
or to incite, encourage, or participate in any such action, suit or proceeding,
against the ORBCOMM Entities in any way pertaining to or arising out of any
matters pertaining to this Amended Agreement. This Amended Agreement is
intended to include in its effect even claims not known or suspected to exist
at the time its execution. Claims that may arise (A) under the ADEA or (B)
relative to the ORBCOMM 401(k), or any health or other benefit plans maintained
by the Company or its affiliates, in either case after the date of the
execution of this Amended Agreement, are not released.
(g) Acknowledgement of Voluntariness. The Executive acknowledges
that he is signing this Amended Agreement voluntarily and of his own free will.
-5-
<PAGE> 6
IN WITNESS WHEREOF, this parties hereto have executed this Amended
Agreement as of the day and year first written above.
ORBCOMM Global, L.P.
By:
___________________________________
Name: Scott L. Webster
Title: Chairman and CEO
_________________________________________
Robert F. Latham
-6-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ORBCOMM
GLOBAL, L.P. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10Q FILING
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1
<CASH> 6,151
<SECURITIES> 0
<RECEIVABLES> 971
<ALLOWANCES> 0
<INVENTORY> 15,131
<CURRENT-ASSETS> 26,674
<PP&E> 384,960
<DEPRECIATION> 52,803
<TOTAL-ASSETS> 373,818
<CURRENT-LIABILITIES> 102,688
<BONDS> 170,000
0
0
<COMMON> 0
<OTHER-SE> 99,689
<TOTAL-LIABILITY-AND-EQUITY> 373,818
<SALES> 1,783
<TOTAL-REVENUES> 1,783
<CGS> 2,139
<TOTAL-COSTS> 2,139
<OTHER-EXPENSES> 85,420<F1>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,314<F2>
<INCOME-PRETAX> (105,090)
<INCOME-TAX> 0
<INCOME-CONTINUING> (105,090)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (105,090)
<EPS-BASIC> 0
<EPS-DILUTED> 0
<FN>
<F1>INCLUDES $34,865 AS DEPRECIATION EXPENSES, $29 AS GOODWILL AMORTIZATION AND
$1,897 AS EQUITY IN NET LOSSES OF AFFILIATES
<F2>NET OF INTEREST INCOME OF $257
</FN>
</TABLE>
