<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 March 31, 2000
Commission file number: 333-11149
ORBCOMM GLOBAL, L.P.
ORBCOMM GLOBAL CAPITAL CORP.
(Exact Name of Registrants as Specified in their Charters)
<TABLE>
<S> <C>
54-1698039
DELAWARE 54-1841164
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization of Registrants) Identification Nos.)
</TABLE>
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 1
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ORBCOMM GLOBAL, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
-------------------- ---------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 4,507 $ 8,722
Accounts receivable 7,494 1,264
Inventory 16,506 15,964
Prepaid expenses and other current assets 5,549 5,171
Current portion of deferred and prepaid contract costs 11,956 0
-------------------- ---------------------
Total Current Assets 46,012 31,121
Mobile Communications Satellite System and other property, plant and
equipment, net 349,997 346,042
Deferred and prepaid contract costs, net of current portion 8,898 0
Other assets, net 5,792 5,543
Investments in and advances to affiliates 6,016 6,722
Goodwill, net 374 384
-------------------- ---------------------
TOTAL ASSETS $ 417,089 $ 389,812
==================== =====================
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 16,574 $ 20,030
Current portion of accrued liabilities Orbital Sciences Corporation 18,558 107,513
Current portion of deferred revenue 10,707 0
-------------------- ---------------------
Total Current Liabilities 45,839 127,543
Accrued liabilities - Orbital Sciences Corporation, net of current portion 14,879 0
Deferred revenue, net of current portion 13,733 0
Revenue participation accrued interest 1,590 1,520
Longterm debt 170,000 170,000
-------------------- ---------------------
Total Liabilities 246,041 299,063
COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL:
Teleglobe Mobile Partners 129,098 70,079
Orbital Communications Corporation 41,950 20,670
-------------------- ---------------------
Total Partners' Capital 171,048 90,749
-------------------- ---------------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 417,089 $ 389,812
==================== =====================
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
2
<PAGE> 3
ORBCOMM GLOGAL, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------------------------
2000 1999
------------------- --------------------
<S> <C> <C>
REVENUES:
Service and product sales $ 1,683 $ 514
EXPENSES:
Cost of sales 3,284 490
Engineering expenses 7,882 5,268
Marketing, administrative and other expenses 13,279 7,812
------------------- --------------------
Total expenses 24,445 13,570
------------------- --------------------
LOSS FROM OPERATIONS BEFORE DEPRECIATION
AND AMORTIZATION (22,762) (13,056)
Depreciation 12,504 11,451
Goodwill amortization 10 9
------------------- --------------------
LOSS FROM OPERATIONS (35,276) (24,516)
OTHER INCOME AND EXPENSES:
Interest income 81 97
Interest expense and other financial charges (6,303) (6,500)
Equity in net losses of affiliates (495) (2,857)
------------------- --------------------
NET LOSS $ (41,993) $ (33,776)
============================================
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
3
<PAGE> 4
ORBCOMM GLOBAL, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------------------------
2000 1999
-------------------- ---------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (41,993) $ (33,776)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN
OPERATING ACTIVITIES:
Items not affecting cash:
Depreciation 12,504 11,451
Amortization 183 218
Equity in net losses of affiliates 495 2,857
-------------------- ---------------------
SUB-TOTAL (28,811) (19,250)
Net changes in non-cash working capital items:
Decrease in accounts receivable 1,017 0
Increase in inventory (1,469) (2,554)
Increase in prepaid expenses and other current assets (112) (1,629)
Increase in deferred and prepaid contract costs (1,567) 0
Decrease in accounts payable and accrued liabilities (3,265) (7,797)
Decrease in accrued liabilities - Orbital Sciences Corporation (38,033) 0
Other (28) 321
-------------------- ---------------------
NET CASH USED IN OPERATING ACTIVITIES (72,268) (30,909)
-------------------- ---------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (15,959) (1,743)
Increase in investments in and advances to affiliates (2,196) (6,049)
Proceeds from sale of investments 0 390
-------------------- ---------------------
NET CASH USED IN INVESTING ACTIVITIES (18,155) (7,402)
-------------------- ---------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt 0 (287)
Partners' contributions 86,724 42,900
Financing fees paid and other (516) (1,275)
-------------------- ---------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 86,208 41,338
-------------------- ---------------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (4,215) 3,027
CASH AND CASH EQUIVALENTS:
Beginning of period 8,722 3,799
-------------------- ---------------------
CASH AND CASH EQUIVALENTS:
End of period $ 4,507 $ 6,826
==================== =====================
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 11,900 $ 11,925
==================== =====================
Non-cash capital expenditures and increase in accrued liabilities
- Orbital Sciences Corporation $ 0 $ 8,504
==================== =====================
Conversion of Orbital Sciences Corporation accrued liabilities
to Orbital Communications Corporation partner's capital $ 36,043 $ 0
==================== =====================
</TABLE>
The accompanying notes are an intergral part of these
condensed consolidated financial statements.
4
<PAGE> 5
ORBCOMM GLOBAL, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) NATURE OF OPERATIONS
Organization
In 1993, Teleglobe Mobile Partners ("Teleglobe Mobile"), a partnership
established by affiliates of Teleglobe Inc. ("Teleglobe"), and Orbital
Communications Corporation ("Orbital Communications"), a majority owned
subsidiary of Orbital Sciences Corporation ("Orbital"), formed ORBCOMM Global,
L.P. ("ORBCOMM" or the "Company"), a Delaware limited partnership. Orbital
Communications 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 general
and limited partner in ORBCOMM USA with a 98% participation interest and Orbital
Communications' direct partnership interest was reduced to 2% and Teleglobe
Mobile's direct partnership interest was eliminated entirely. Simultaneously,
the Company became a general and limited partner in ORBCOMM International with a
98% participation interest and Teleglobe Mobile's direct partnership interest
was reduced to 2% and Orbital Communications' direct partnership interest was
eliminated entirely. On January 26, 2000, each of Orbital Communications and
Teleglobe Mobile contributed to the Company its 2% direct participation interest
in ORBCOMM USA and ORBCOMM International, respectively (the "Merger"). The
participation interests contributed to ORBCOMM represented net liabilities of
$353,000 and $63,000 for ORBCOMM USA and ORBCOMM International, respectively,
which have been accounted for as distributions to Orbital Communications and
Teleglobe Mobile. As a result of the Merger, ORBCOMM USA and ORBCOMM
International ceased doing business as separate entities and the Company assumed
their business operations.
Effective as of January 1, 2000, ORBCOMM entered into an agreement with
Teleglobe, Orbital, Teleglobe Mobile and Orbital Communications (the "Omnibus
Agreement") pursuant to which Teleglobe Mobile became the Company's sole general
partner and majority owner, with an interest of approximately 64% as of January
1, 2000 (approximately 66% as of March 31, 2000), and Orbital Communications
remained a limited partner, with a minority ownership interest of approximately
36% as of January 1, 2000 (approximately 34% as of March 31, 2000).
(2) BASIS OF PRESENTATION
Prior to the Merger, Orbital Communications and Teleglobe Mobile had
effective control over ORBCOMM USA and ORBCOMM International, respectively.
Accordingly, ORBCOMM previously accounted for each of ORBCOMM USA and ORBCOMM
International using the equity method of accounting. Therefore, ORBCOMM's
proportionate share of the net income and losses of each of ORBCOMM USA and
ORBCOMM International was recorded under the caption "Equity in net losses of
affiliates" in its condensed consolidated financial statements. ORBCOMM's
investment in each of ORBCOMM USA and ORBCOMM International was carried at cost,
and was subsequently adjusted for the proportionate share of the net income and
losses, additional capital contributions and distributions under the caption
"Investments in and advances to affiliates." As a result of the Merger, ORBCOMM
USA and ORBCOMM International ceased doing business as separate entities and
ORBCOMM assumed their business operations. Accordingly, ORBCOMM's condensed
consolidated financial statements include ORBCOMM USA's and ORBCOMM
International's assets, liabilities and operating revenues and expenses as of
January 1, 2000. The Merger resulted in non-cash changes in balance sheet
accounts as follows (in thousands):
<TABLE>
<S> <C>
Increase in accounts receivable $ 7,281
Increase in deferred and prepaid contract costs 19,253
Increase in accounts payable and accrued liabilities 923
Increase in deferred revenue 23,677
</TABLE>
5
<PAGE> 6
ORBCOMM GLOBAL, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
(2) BASIS OF PRESENTATION - (CONTINUED)
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 March 31, 2000 and the results of its operations and cash flows
for the three-month periods ended March 31, 2000 and 1999. These statements
include the accounts of the Company and its wholly owned subsidiaries. All
significant intercompany transactions and balances have been eliminated in
consolidation. 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, 1999 filed with the Securities
and Exchange Commission (the "SEC"). Operating results for the three months
ended March 31, 2000 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, 2000.
(3) RECENT ACCOUNTING PRONOUNCEMENTS
Revenue Recognition. On December 3, 1999, the SEC issued "Staff Accounting
Bulletin" No. 101, "Revenue Recognition" ("SAB No. 101"). SAB No. 101 provides
guidance on the recognition, presentation and disclosure of revenue in financial
statements. The Company is currently evaluating the impact of SAB No. 101 on the
Company's consolidated results of operations and financial condition.
(4) SERVICE LICENSE OR SIMILAR AGREEMENTS
As of March 31, 2000, ORBCOMM had signed 17 agreements with international
licensees, 12 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 March 31, 2000, $24,440,000 was recorded as
deferred revenue under these agreements and the associated gateway procurement
agreements. Prior to January 1, 2000, the deferred revenue under these
agreements was reported by ORBCOMM International on its balance sheet. As a
result of the Merger, the deferred revenue under these agreements is now
reflected on ORBCOMM's condensed consolidated balance sheet.
(5) LONG-TERM DEBT
In August 1996, ORBCOMM 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 Teleglobe Mobile and Orbital Communications, and were
guaranteed by ORBCOMM USA and ORBCOMM International prior to the Merger. 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
6
<PAGE> 7
ORBCOMM GLOBAL, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
(5) LONG-TERM DEBT - (CONTINUED)
conveyance under applicable law. The Indenture governing the Notes contains
certain financial covenants providing for, among other things, limitations on
payments and cash transfers between the credit parties and Teleglobe and
Orbital, limitations on transactions between certain affiliates, limitations on
the incurrence of additional indebtedness and restrictions on the sale of
certain assets. The Indenture also imposes limitations governing the conduct of
ORBCOMM's business and creates restrictions relating to ORBCOMM's investment
activities. In management's opinion, there have been no events that would cause
ORBCOMM to be out of compliance with any of the covenants set forth in the
Indenture.
(6) RELATED PARTY TRANSACTIONS
The Company had accrued liabilities to Orbital of $33,437,000 and
$107,513,000 as of March 31, 2000 and December 31, 1999, respectively. These
amounts were for work performed pursuant to the ORBCOMM System Procurement
Agreement dated September 12, 1995, the ORBCOMM Procurement Agreement dated as
of February 1, 1999 and the Administrative Services Agreement dated as of
January 1, 1997 (for the provision of ongoing administrative support to the
Company). As of December 31, 1999, Orbital had deferred invoicing $91,300,000
under the Company's 1995 and 1999 procurement agreements with Orbital. The
Company had also accrued an additional $16,213,000 under the 1995 procurement
agreement as well as under the Administrative Services Agreement, which amount
is due in installments from 2000 through 2005.
Pursuant to the Omnibus Agreement, the Company made arrangements to settle
the $91,300,000 of deferred invoiced amounts as of December 31, 1999 and, during
the first quarter of 2000, the following transactions took place:
- On January 26, 2000, ORBCOMM paid $41,460,000 to Orbital. The funds
for this payment came from an equity contribution to ORBCOMM made on
that date by Teleglobe Mobile;
- On March 3, 2000, Orbital invoiced ORBCOMM $33,082,000 and
simultaneously assigned such invoice to Orbital Communications.
Orbital Communications subsequently requested that ORBCOMM convert,
and ORBCOMM converted, the full amount of this invoice into an equity
contribution to ORBCOMM; and
- The parties agreed that the remaining $16,758,000, together with
accrued interest, will be paid by ORBCOMM to Orbital 50% on each of
March 31, 2001 and June 30, 2001.
Pursuant to the Omnibus Agreement, Teleglobe agreed to sell to ORBCOMM the
business of ORBCOMM Canada Inc., a majority owned subsidiary of Teleglobe and
ORBCOMM's international licensee for Canada, and Orbital agreed to sell or
contribute to ORBCOMM the assets of Orbital's GEMtrac division, which ORBCOMM
has operated since March 1999. Neither transaction had been consummated as of
March 31, 2000.
In addition, in January 2000, Orbital Communications requested that ORBCOMM
convert, and ORBCOMM converted, into an equity contribution to ORBCOMM
$2,962,000 of invoices due to Orbital Communications pursuant to the
Administrative Services Agreement and previously accrued by ORBCOMM as of
December 31, 1999.
7
<PAGE> 8
ORBCOMM GLOBAL, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
(7) COMMITMENTS AND CONTINGENCIES
Construction of Gateways
ORBCOMM has 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. As of March 31, 2000, ORBCOMM had
$20,854,000 of deferred and prepaid contract costs, of which $11,153,000
represents advance payments to such manufacturers for gateway Earth stations
that have not yet been completed. Total commitments under the gateway Earth
station manufacturing agreements approximated $22,000,000, of which
approximately $5,100,000 was outstanding as of March 31, 2000. Prior to January
1, 2000, the deferred and prepaid contract costs under these agreements were
reported by ORBCOMM International on its balance sheet. As a result of the
Merger, the deferred and prepaid contract costs under these agreements are now
reflected on ORBCOMM's condensed consolidated balance sheet.
Contingencies
From time to time, the Company is involved in claims from licensees or
potential licensees. In management's opinion, there will be no material adverse
impact on the financial condition or results of operations of the Company as a
result of such claims.
Risks and Uncertainties
The Company's operations are subject to certain risks and uncertainties
that are inherent in satellite communication companies. The Company expects to
have continuing losses for the next several quarters and is dependent upon
additional financing to fund operations, complete construction of additional
system capacity and further develop its marketing infrastructure. While it is
not contractually required to do so, Teleglobe, through Teleglobe Mobile, is
currently funding the Company's operations. The Company expects to fund its
capital requirements through an initial public offering, additional
contributions or loans from the Company's partners, other equity or debt
financings in the public or private markets or operating lease arrangements, or
the Company may seek to enter into strategic arrangements, or some combination
thereof. The Company cannot assure you, however, that equity or debt financing
or operating lease arrangements, or some combination thereof, will be available
including, without limitation, from the Company's partners, and if available,
that they will be available on terms acceptable to the Company or that strategic
arrangements will be possible and, if so, that they will be possible on terms
acceptable to the Company.
8
<PAGE> 9
TELEGLOBE MOBILE PARTNERS
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
----------------------- -----------------------
COMBINED COMBINED
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 4,508 $ 8,723
Accounts receivable 7,494 28,591
Inventory 16,506 15,964
Prepaid expenses and other current assets 5,549 5,171
Current portion of deferred and prepaid contract costs 11,956 10,904
----------------------- -----------------------
Total Current Assets 46,013 69,353
Mobile Communications Satellite System and other property, plant and
equipment, net 349,997 346,042
Deferred and prepaid contract costs, net of current portion 8,898 8,383
Other assets, net 5,792 5,543
Investments in and advances to affiliates 6,016 4,374
Goodwill, net 12,963 3,488
----------------------- -----------------------
TOTAL ASSETS $ 429,679 $ 437,183
======================= =======================
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 16,772 $ 21,107
Current portion of accrued liabilities - Orbital Sciences Corporation 18,558 107,513
Current portion of deferred revenue 10,707 9,642
----------------------- -----------------------
Total Current Liabilities 46,037 138,262
Accrued liabilities - Orbital Sciences Corporation, net of current portion 14,879 0
Amount due to affiliates 0 0
Deferred revenue, net of current portion 13,733 14,035
Revenue participation accrued interest 1,590 1,520
Long-term debt 170,000 170,000
----------------------- -----------------------
Total Liabilities 246,239 323,817
Non-controlling interest in net assets of consolidated subsidiaries 56,448 45,022
COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL:
Teleglobe Mobile, L.P. 125,723 67,661
Teleglobe Mobile Investment Inc. 1,269 683
----------------------- -----------------------
Total Partners' Capital 126,992 68,344
----------------------- -----------------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 429,679 $ 437,183
======================= =======================
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
9
<PAGE> 10
TELEGLOBE MOBILE PARTNERS
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
2000 1999
----------------- -----------------
<S> <C> <C>
REVENUES:
Service and product sales $ 1,683 $ 6,150
EXPENSES:
Cost of sales 3,284 4,785
Engineering expenses 7,882 0
Marketing, administrative and other expenses 13,319 1,316
----------------- -----------------
Total expenses 24,485 6,101
----------------- -----------------
INCOME (LOSS) FROM OPERATIONS BEFORE DEPRECIATION
AND AMORTIZATION (22,802) 49
Depreciation 12,504 0
Goodwill amortization 404 0
----------------- -----------------
INCOME (LOSS) FROM OPERATIONS (35,710) 49
OTHER INCOME AND EXPENSES:
Interest income 81 0
Interest expense and other financial charges (6,303) 0
Equity in net losses of affiliates (495) (17,043)
Non-controlling interest in net losses (income) of
consolidated subsidiaries 14,388 (38)
----------------- -----------------
NET LOSS $ (28,039) $ (17,032)
================= =================
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
10
<PAGE> 11
TELEGLOBE MOBILE PARTNERS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------------------------
2000 1999
-------------------- --------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (28,039) $ (17,032)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH PROVIDED BY
(USED IN) OPERATING ACTIVITIES:
Items not affecting cash:
Depreciation 12,504 0
Amortization 577 0
Equity in net losses of affiliates 495 17,043
Non-controlling interest in net losses (income) of consolidated
subsidiaries (14,388) 38
-------------------- --------------------
SUB-TOTAL (28,851) 49
Net changes in non-cash working capital items:
Decrease (increase) in accounts receivable 1,017 (10,476)
Increase in inventory (1,469) 0
Increase in prepaid expenses and other current assets (112) 0
Decrease (increase) in deferred and prepaid contract costs (1,567) 2,094
Increase (decrease) in accounts payable and accrued liabilities (3,225) 324
Decrease in accrued liabilities - Orbital Sciences Corporation (38,033) 0
Other (28) 5,700
-------------------- --------------------
NET CASH USED IN OPERATING ACTIVITIES (72,268) (2,309)
-------------------- --------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (15,959) 0
Increase in investments in and advances to affiliates (2,196) (21,950)
Cash assumed by consolidating ORBCOMM Global, L.P. 8,722 0
-------------------- --------------------
NET CASH USED IN INVESTING ACTIVITIES (9,433) (21,950)
-------------------- --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in amount due to affiliates 0 2,259
Partners' contributions 86,724 21,990
Financing fees paid and other (516) 0
-------------------- --------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 86,208 24,249
-------------------- --------------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 4,507 (10)
CASH AND CASH EQUIVALENTS:
Beginning of period 1 11
-------------------- --------------------
CASH AND CASH EQUIVALENTS:
End of period $ 4,508 $ 1
==================== ====================
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 11,900 $ 0
Conversion of Orbital Sciences Corporation accrued liabilities ==================== ====================
to Orbital Communications Corporation partner's capital $ 36,043 $ 0
==================== ====================
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
11
<PAGE> 12
TELEGLOBE MOBILE PARTNERS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) ORGANIZATION
Teleglobe Mobile Partners, a Delaware general partnership ("Teleglobe
Mobile"), was formed in 1993 for the purpose of acting as a general and a
limited partner in ORBCOMM Global, L.P. ("ORBCOMM"), a Delaware limited
partnership, which provides data communication services using a low-Earth orbit
satellite-based data communications system (the "ORBCOMM System"). Teleglobe
Mobile and Orbital Communications Corporation ("Orbital Communications"), a
majority owned subsidiary of Orbital Sciences Corporation ("Orbital"), 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 System in the United States and internationally, respectively. In
1995, ORBCOMM became a general and limited partner in ORBCOMM USA with a 98%
participation interest and Orbital Communications' direct partnership interest
was reduced to 2% and Teleglobe Mobile's direct partnership interest was
eliminated entirely. Simultaneously, ORBCOMM became a general and limited
partner in ORBCOMM International with a 98% participation interest and Teleglobe
Mobile's direct partnership interest was reduced to 2% and Orbital
Communications' direct partnership interest was eliminated entirely. On January
26, 2000, each of Orbital Communications and Teleglobe Mobile contributed to
ORBCOMM its 2% direct participation interest in ORBCOMM USA and ORBCOMM
International, respectively (the "Merger"). The participation interests
contributed to ORBCOMM represented net liabilities of $353,000 and $63,000 for
ORBCOMM USA and ORBCOMM International, respectively, which have been accounted
for as distributions to Orbital Communications and Teleglobe Mobile. As a result
of the Merger, ORBCOMM USA and ORBCOMM International ceased doing business as
separate entities and ORBCOMM assumed their business operations.
Effective as of January 1, 2000, Teleglobe Mobile entered into an agreement
with ORBCOMM, Teleglobe Inc. ("Teleglobe"), Orbital and Orbital Communications
(the "Omnibus Agreement") pursuant to which Teleglobe Mobile became ORBCOMM's
sole general partner and majority owner, with an interest of approximately 64%
as of January 1, 2000 (approximately 66% as of March 31, 2000), and Orbital
Communications remained a limited partner, with a minority ownership interest of
approximately 36% as of January 1, 2000 (approximately 34% as of March 31,
2000).
(2) BASIS OF PRESENTATION
Prior to the Merger and pursuant to the terms of the relevant partnership
agreements: (i) Teleglobe Mobile controlled the operational and financial
affairs of ORBCOMM International; and (ii) Orbital Communications controlled the
operational and financial affairs of ORBCOMM USA. Since Teleglobe Mobile was
unable to control, but was able to exercise significant influence over,
ORBCOMM's operating and financial policies, Teleglobe Mobile accounted for its
investment in ORBCOMM using the equity method of accounting. Accordingly,
historically Teleglobe Mobile did not consolidate ORBCOMM and therefore did not
report in its condensed consolidated financial statements ORBCOMM's assets,
liabilities and operating revenues and expenses. Instead, Teleglobe Mobile's
proportionate share of the net losses of ORBCOMM was recorded under the caption
"Equity in net losses of ORBCOMM Global, L.P." in its condensed consolidated
financial statements. Correspondingly, its investment of ORBCOMM was carried at
cost, and was subsequently adjusted for the proportionate share of the net
losses, additional capital contributions and distributions under the caption
"Investments in affiliates." Pursuant to the Omnibus Agreement, Teleglobe Mobile
has had effective control over ORBCOMM and, consequently, Teleglobe Mobile
consolidates the financial results of ORBCOMM, as of January 1, 2000. As a
result of ORBCOMM's results being consolidated with the financial results of
Teleglobe Mobile, non-cash changes in the condensed consolidated statements of
cash flows consist primarily of the activities of ORBCOMM.
12
<PAGE> 13
TELEGLOBE MOBILE PARTNERS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
(2) BASIS OF PRESENTATION - (CONTINUED)
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
Teleglobe Mobile as of March 31, 2000 and the results of its operations and cash
flows for the three-month periods ended March 31, 2000 and 1999. These
statements include the accounts of Teleglobe Mobile and its subsidiaries. All
significant intercompany transactions and balances have been eliminated in
consolidation. 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, 1999 filed with the Securities
and Exchange Commission (the "SEC"). Operating results for the three months
ended March 31, 2000 are not necessarily indicative of the results of operations
expected in the future.
(3) RECENT ACCOUNTING PRONOUNCEMENTS
Revenue Recognition. On December 3, 1999, the SEC issued "Staff Accounting
Bulletin" No. 101, "Revenue Recognition" ("SAB No. 101"). SAB No. 101 provides
guidance on the recognition, presentation and disclosure of revenue in financial
statements. ORBCOMM is currently evaluating the impact of SAB No. 101 on its
consolidated results of operations and financial condition.
(4) GOODWILL
Included in goodwill of $12,963,000 is $9,873,000 that was recorded during
the first quarter of 2000 in Teleglobe Mobile's condensed consolidated financial
statements as a result of the equity contributions made by Teleglobe Mobile and
its increased participation interest in ORBCOMM. The goodwill represents the
excess of costs over the fair value of identifiable assets acquired and is being
amortized on a straight-line basis over eight years.
Teleglobe Mobile's policy is to review its long-lived assets, including
goodwill, for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. The Company
recognizes impairment losses when the sum of the expected future undiscounted
cash flows is less than the carrying amount of the assets.
(5) SERVICE LICENSE OR SIMILAR AGREEMENTS
As of March 31, 2000, ORBCOMM had signed 17 agreements with international
licensees, 12 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 March 31, 2000, $24,440,000 was recorded as
deferred revenue under these agreements and the associated gateway procurement
agreements.
13
<PAGE> 14
TELEGLOBE MOBILE PARTNERS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
(6) LONG-TERM DEBT
In August 1996, ORBCOMM 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 Teleglobe Mobile and Orbital Communications, and were
guaranteed by ORBCOMM USA and ORBCOMM International prior to the Merger. 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 Indenture governing
the Notes contains certain financial covenants providing for, among other
things, limitations on payments and cash transfers between the credit parties
and Teleglobe and Orbital, limitations on transactions between certain
affiliates, limitations on the incurrence of additional indebtedness and
restrictions on the sale of certain assets. The Indenture also imposes
limitations governing the conduct of ORBCOMM's business and creates restrictions
relating to ORBCOMM's investment activities. In management's opinion, there have
been no events that would cause ORBCOMM to be out of compliance with any of the
covenants set forth in the Indenture.
(7) RELATED PARTY TRANSACTIONS
ORBCOMM had accrued liabilities to Orbital of $33,437,000 and $107,513,000
as of March 31, 2000 and December 31, 1999, respectively. These amounts were for
work performed pursuant to the ORBCOMM System Procurement Agreement dated
September 12, 1995, the ORBCOMM Procurement Agreement dated as of February 1,
1999 and the Administrative Services Agreement dated as of January 1, 1997 (for
the provision of ongoing administrative support to ORBCOMM). As of December 31,
1999, Orbital had deferred invoicing $91,300,000 under ORBCOMM's 1995 and 1999
procurement agreements with Orbital. ORBCOMM had also accrued an additional
$16,213,000 under the 1995 procurement agreement as well as under the
Administrative Services Agreement, which amount is due in installments from 2000
through 2005.
Pursuant to the Omnibus Agreement, ORBCOMM made arrangements to settle the
$91,300,000 of deferred invoiced amounts as of December 31, 1999 and, during the
first quarter of 2000, the following transactions took place:
- On January 26, 2000, ORBCOMM paid $41,460,000 to Orbital. The funds
for this payment came from an equity contribution to ORBCOMM made on
that date by Teleglobe Mobile;
- On March 3, 2000, Orbital invoiced ORBCOMM $33,082,000 and
simultaneously assigned such invoice to Orbital Communications.
Orbital Communications subsequently requested that ORBCOMM convert,
and ORBCOMM converted, the full amount of this invoice into an equity
contribution to ORBCOMM; and
- The parties agreed that the remaining $16,758,000, together with
accrued interest, will be paid by ORBCOMM to Orbital 50% on each of
March 31, 2001 and June 30, 2001.
Pursuant to the Omnibus Agreement, Teleglobe agreed to sell to ORBCOMM the
business of ORBCOMM Canada Inc., a majority owned subsidiary of Teleglobe and
ORBCOMM's international licensee for Canada, and Orbital agreed to sell or
contribute to ORBCOMM the assets of Orbital's GEMtrac division, which ORBCOMM
has operated since March 1999. Neither transaction had been consummated as of
March 31, 2000.
14
<PAGE> 15
TELEGLOBE MOBILE PARTNERS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
(7) RELATED PARTY TRANSACTIONS - (CONTINUED)
In addition, in January 2000, Orbital Communications requested that ORBCOMM
convert, and ORBCOMM converted, into an equity contribution to ORBCOMM
$2,962,000 of invoices due to Orbital Communications pursuant to the
Administrative Services Agreement and previously accrued by ORBCOMM as of
December 31, 1999.
In 1996, Teleglobe Mobile entered into an administrative services agreement
with Teleglobe. Under this agreement, Teleglobe provides management services to
Teleglobe Mobile. As of March 31, 2000 and December 31, 1999, Teleglobe Mobile
owed Teleglobe $197,000 and $153,000, respectively, under this agreement.
(8) COMMITMENTS AND CONTINGENCIES
Construction of Gateways
ORBCOMM has 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. As of March 31, 2000, ORBCOMM had
$20,854,000 of deferred and prepaid contract costs, of which $11,153,000
represents advance payments to such manufacturers for gateway Earth stations
that have not yet been completed. Total commitments under the gateway Earth
station manufacturing agreements approximated $22,000,000, of which
approximately $5,100,000 was outstanding as of March 31, 2000.
Contingencies
From time to time, ORBCOMM is involved in claims from licensees or
potential licensees. In management's opinion, there will be no material adverse
impact on the financial condition or results of operations of ORBCOMM as a
result of such claims.
Risks and Uncertainties
ORBCOMM's operations are subject to certain risks and uncertainties that
are inherent in satellite communication companies. ORBCOMM expects to have
continuing losses for the next several quarters and is dependent upon additional
financing to fund operations, complete construction of additional system
capacity and further develop its marketing infrastructure. While it is not
contractually required to do so, Teleglobe, through Teleglobe Mobile, is
currently funding ORBCOMM's operations. ORBCOMM expects to fund its capital
requirements through an initial public offering, additional contributions or
loans from ORBCOMM's partners, other equity or debt financings in the public or
private markets or operating lease arrangements, or ORBCOMM may seek to enter
into strategic arrangements, or some combination thereof. ORBCOMM cannot assure
you, however, that equity or debt financing or operating lease arrangements, or
some combination thereof, will be available including, without limitation, from
ORBCOMM's partners, and if available, that they will be available on terms
acceptable to ORBCOMM or that strategic arrangements will be possible and, if
so, that they will be possible on terms acceptable to ORBCOMM.
15
<PAGE> 16
ORBITAL COMMUNICATIONS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA; UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
--------------------- ----------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 8 $ 10
Accounts receivable and other current assets 575 830
--------------------- ----------------------
Total Current Assets 583 840
Investments in affiliates 59,527 30,699
--------------------- ----------------------
TOTAL ASSETS $ 60,110 $ 31,539
===================== ======================
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES:
Accounts payable and other accrued liabilities - current $ 178 $ 270
Due to parent and affiliates - non current 191,569 173,358
--------------------- ----------------------
Total Liabilities 191,747 173,628
Non-controlling interest in net assets of consolidated subsidiary 0 (8,656)
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT:
Common stock, par value $0.01;
8,000,000 shares authorized;
4,818,892 shares issued;
4,713,620 shares outstanding 48 48
Additional paid-in capital 16,949 732
Treasury stock, at cost, 105,272 shares (1,193) (1,193)
Accumulated deficit (147,441) (133,020)
--------------------- ----------------------
Total Stockholders' Deficit (131,637) (133,433)
--------------------- ----------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 60,110 $ 31,539
===================== ======================
</TABLE>
See accompanying footnotes to the condensed consolidated financial statements.
17
<PAGE> 17
ORBITAL COMMUNICATIONS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------------------
2000 1999
----------------- -----------------
<S> <C> <C>
SERVICE AND PRODUCT SALES $ 71 $ 266
EXPENSES:
Costs of
sales 64 240
Marketing, administrative and other expenses 40 2,919
----------------- -----------------
Total expenses 104 3,159
LOSS FROM OPERATIONS (33) (2,893)
OTHER INCOME AND EXPENSES:
Equity in net losses of affiliates (14,388) (15,472)
Non-controlling interest in losses
of consolidated subsidiary 0 1,417
----------------- -----------------
NET LOSS $ (14,421) $ (16,948)
================= =================
</TABLE>
See accompanying footnotes to the condensed consolidated financial statements.
17
<PAGE> 18
ORBITAL COMMUNICATIONS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------------------
2000 1999
---------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (14,421) $ (16,948)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED
IN OPERATING ACTIVITIES, NET OF BUSINESS DIVESTITURE:
Amortization
expense 35 0
Equity in net losses of affiliates 14,388 15,472
Non-controlling interest in net loss of consolidated subsidiary 0 (1,417)
Decrease (increase) in accounts receivable and other current assets (6) 136
Increase (decrease) in accounts payable and other accrued liabilities 2 (638)
---------------- ----------------
NET CASH USED IN OPERATING ACTIVITIES (2) (3,395)
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in affiliates 0 (18,450)
---------------- ----------------
NET CASH USED IN INVESTING ACTIVITIES 0 (18,450)
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock to employees 0 139
Net borrowings from parent and affiliates 0 21,706
---------------- ----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 0 21,845
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2) 0
CASH AND CASH EQUIVALENTS:
Beginning of period 10 10
---------------- ----------------
CASH AND CASH EQUIVALENTS:
End of period $ 8 $ 10
================ ================
</TABLE>
See accompanying footnotes to the condensed consolidated financial statements.
18
<PAGE> 19
ORBITAL COMMUNICATIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) ORGANIZATION
Orbital Communications Corporation ("Orbital Communications") is a majority
owned and controlled subsidiary of Orbital Sciences Corporation ("Orbital") and
is included in Orbital's consolidated financial statements. In 1993, Orbital
Communications 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"). As of December 31, 1999, each of
Orbital Communications and Teleglobe Mobile was a 50% general partner in
ORBCOMM, and ORBCOMM was a 98% general partner in each of the two marketing
partnerships. Additionally, Orbital Communications was a 2% general partner in
ORBCOMM USA, and Teleglobe Mobile was a 2% general partner in ORBCOMM
International. Directly and indirectly, as of December 31, 1999, Orbital
Communications held and controlled 51% and 49% (indirectly) of ORBCOMM USA and
ORBCOMM International, respectively. On January 26, 2000, Orbital Communications
and Teleglobe Mobile contributed their respective direct participation interest
in ORBCOMM USA and ORBCOMM International to ORBCOMM (the "Merger"). As a result
of the Merger, these companies ceased doing business as separate entities and
ORBCOMM assumed their business operations.
Effective January 1, 2000, Orbital Communications entered into an agreement
with ORBCOMM, Teleglobe, Orbital, and Teleglobe Mobile (the "Omnibus Agreement")
pursuant to which Teleglobe Mobile became ORBCOMM's sole general partner and
majority owner, with an interest of approximately 64% as of January 1, 2000
(approximately 66% as of March 31, 2000), and Orbital Communications remained a
limited partner, with a minority ownership interest of approximately 36% as of
January 1, 2000 (approximately 34% as of March 31, 2000). As a result of this
agreement and the related reduction in Orbital Communication's ownership
interest in ORBCOMM, Orbital Communication's share of ORBCOMM's total capital
exceeded the book value of Orbital Communication's investment in ORBCOMM.
Accordingly, Orbital Communications recognized a $16,217,000 gain in the first
quarter of 2000. The gain has been recognized in accordance with Securities and
Exchange Commission rules as an increase in additional paid-in capital. A
deferred tax obligation of $6,146,000 was established, with a corresponding
reduction in the deferred tax valuation allowance.
(2) BASIS OF PRESENTATION
Pursuant to the terms of the relevant partnership agreements, as of
December 31, 1999: (i) Orbital Communications and Teleglobe Mobile shared equal
responsibility for the operational and financial affairs of ORBCOMM; (ii)
Orbital Communications controlled and consolidated the operational and financial
affairs of ORBCOMM USA; and (iii) Teleglobe Mobile controlled the operational
and financial affairs of ORBCOMM International. Since Orbital Communications was
unable to control, but was able to exercise significant influence over,
ORBCOMM's operating and financial policies, Orbital Communications accounted for
its investments in ORBCOMM using the equity method of accounting. As discussed
in note 1, in January 2000, Orbital Communications contributed its ownership
interest in ORBCOMM USA to ORBCOMM. Consequently, Orbital Communications no
longer consolidates ORBCOMM USA's financial statements. The contribution of
ORBCOMM USA to ORBCOMM resulted in a decrease in Orbital Communication's
investments in affiliates of $9,008,000 and non-cash changes to balance sheet
accounts as follows (in thousands):
19
<PAGE> 20
ORBITAL COMMUNICATIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
(2) BASIS OF PRESENTATION - (CONTINUED)
<TABLE>
<S> <C>
Decrease in accounts receivable and other current assets $ (742)
Decrease in accounts payable and other accrued liabilities 414
Decrease in due to affiliates 17,992
Increase in non controlling interest in net assets of consolidated subsidiary (8,656)
-----------
Net $ (9,008)
==========
</TABLE>
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 Orbital
Communications as of March 31, 2000, and the results of its operations and cash
flows for the three-month periods ended March 31, 2000 and 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, 1999 filed with the Securities and Exchange Commission. The
results of operations for the three months ended March 31, 2000 are not
necessarily indicative of the results of operations expected in the future.
(3) RELATED PARTY TRANSACTIONS
Orbital Communications 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 March 31, 2000
and December 31, 1999, Orbital Communications owed Orbital $191,569,000 and
$154,973,000, respectively, none of which is currently payable. As of December
31, 1999, Orbital Communications and ORBCOMM USA owed ORBCOMM $18,385,000.
(4) INVESTMENT IN AFFILIATES
Pursuant to the Omnibus Agreement, on March 3, 2000, Orbital invoiced
ORBCOMM $33,082,000 and simultaneously assigned such invoice to Orbital
Communications. Orbital Communications subsequently converted the full amount of
this invoice into an equity contribution to ORBCOMM. In addition, in January
2000, Orbital Communications converted $2,962,000 of invoices due to Orbital
from ORBCOMM pursuant to an administrative services agreement into an equity
contribution to ORBCOMM.
(5) FEDERAL COMMUNICATIONS COMMISSION ("FCC") LICENSES
In January 2000, Orbital Communications agreed to file an application with
the FCC to transfer to ORBCOMM the FCC licenses held by Orbital Communications
with respect to the ORBCOMM low-Earth orbit satellite system if an aggregate of
$75,000,000 of additional capital contributions or similar equity investments is
made to ORBCOMM by an entity after January 1, 2000. For purposes of this
agreement, the $33,000,000 of capital contributed by Teleglobe Mobile in January
2000 and $33,000,000 of capital contributed in March 2000 by Orbital
Communications (see note 4) are excluded. As of March 31, 2000, Orbital
Communications did not have an obligation to file such an application with the
FCC.
20
<PAGE> 21
(6) 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 revenues. The Notes are fully and
unconditionally guaranteed on a joint and several basis by Orbital
Communications and Teleglobe Mobile, and were additionally guaranteed by ORBCOMM
USA and ORBCOMM International prior to the Merger (see note 1). The guarantees
are non-recourse to Orbital Communications' shareholders (including Orbital) and
Teleglobe Mobile's partners (including Teleglobe).
21
<PAGE> 22
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
In 1993, Teleglobe Inc. ("Teleglobe"), acting through Teleglobe Mobile
Partners ("Teleglobe Mobile"), and Orbital Sciences Corporation ("Orbital"),
acting through Orbital Communications Corporation ("Orbital Communications"),
formed ORBCOMM Global, L.P. ("ORBCOMM"). At that time, Teleglobe Mobile and
Orbital Communications each acquired general and limited partnership interests
with a 50% participation interest in us. Effective as of January 1, 2000,
Teleglobe Mobile became our sole general partner and, as of March 31, 2000,
Teleglobe Mobile and Orbital Communications owned approximately a 66% and a 34%
partnership interest in us, respectively.
Concurrently with our formation, Orbital Communications and Teleglobe
Mobile formed two marketing partnerships, ORBCOMM USA, L.P. ("ORBCOMM USA") and
ORBCOMM International Partners, L.P. (ORBCOMM International"), each of which had
the exclusive right to market our services in the United States and
internationally, respectively. As of December 31, 1999, we held general and
limited partnership interests with a 98% participation interest in each of
ORBCOMM USA and ORBCOMM International, while each of Orbital Communications and
Teleglobe Mobile held the remaining 2% participation interest in ORBCOMM USA and
ORBCOMM International, respectively. On January 26, 2000, each of Orbital
Communications and Teleglobe Mobile contributed to us its 2% interest in ORBCOMM
USA and ORBCOMM International, respectively (the "Merger"). As a result of the
Merger, these companies ceased doing business as separate entities and we
assumed their business operations.
Orbital Communications retains control over the licenses granted to it by
the U.S. Federal Communications Commission ("FCC"). In January 2000, Orbital
Communications agreed to file an application with the FCC to transfer the FCC
licenses for the ORBCOMM system to us once an aggregate of $75 million in
capital contributions or similar equity investments has been made to us by any
entity after January 1, 2000, excluding $33 million of capital contributions
paid by Teleglobe Mobile in January 2000 and $33 million of accrued liabilities
to Orbital converted in March 2000 into a capital contribution by Orbital
Communications in us. As of March 31, 2000, an aggregate of $75 million in
capital contributions or similar equity investments had not been made and,
accordingly, an application to transfer the FCC licenses to us had not been
filed.
On February 15, 2000, BCE Inc. ("BCE"), which currently owns approximately
23% of Teleglobe indirectly through Bell Canada, announced that it had executed
a definitive agreement to acquire the remaining 77% of Teleglobe for
approximately US$6.66 billion. BCE, Canada's largest communications company,
provides residential and business customers in Canada with wireline and wireless
communications products and applications, satellite communications and
direct-to-home television services and directories.
OUR ORGANIZATIONAL STRUCTURE; BASIS OF OUR FINANCIAL REPORTING
Our condensed consolidated financial statements include the accounts of
ORBCOMM and the accounts of our direct and indirect wholly owned subsidiaries,
including ORBCOMM Global Capital Corp. ("ORBCOMM Global Capital"). ORBCOMM
Global Capital was formed in July 1996 to act as a co-issuer with us in
connection with the offering of our 14% Senior Notes due 2004 with Revenue
Participation Interest (the "Notes"). ORBCOMM Global Capital has nominal assets
and does not conduct any operations.
Since, through December 31, 1999, Orbital Communications and Teleglobe
Mobile had effective control over ORBCOMM USA and ORBCOMM International,
respectively, we previously accounted for each of ORBCOMM USA and ORBCOMM
International using the equity method of accounting. Accordingly, we did not
consolidate either ORBCOMM USA or ORBCOMM International and therefore did 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
22
<PAGE> 23
proportionate share of the net income and losses of each of ORBCOMM USA and
ORBCOMM International was recorded under the caption "Equity in net losses of
affiliates" in our condensed consolidated financial statements. As a result of
the Merger, our condensed consolidated financial statements include ORBCOMM
USA's and ORBCOMM International's assets, liabilities and operating revenues and
expenses as of January 1, 2000. Previous reports by ORBCOMM included the
separate financial statements of ORBCOMM USA and ORBCOMM International because
they were guarantors of the Notes. As these companies no longer exist, separate
financial statements are no longer provided. The audited financial statements of
ORBCOMM USA and ORBCOMM International for the year ended December 31, 1999 can
be found in our annual report on Form 10-K for the year ended December 31, 1999
filed with the Securities and Exchange Commission.
We own minority interests in several international licensees and a third
party. For those investments in which we own at least a 20% interest, we account
for our investment using the equity method of accounting. For those investments
in which we own less than a 20% interest, we account for our investment using
the cost method of accounting.
ROLL-OUT OF OUR SERVICES
We offer our commercial customers turnkey solutions, enabling them to
monitor and control via the Internet their fixed and mobile assets located
around the world. In November 1998, we commenced full commercial service in the
United States and Canada and we have since launched commercial service in
Europe, Japan, Mexico, South America and Malaysia.
REVENUES
We generate revenues through three principal sources: (1) value-added
resellers ("VARs"); (2) internal value-added resellers ("internal VARs"); and
(3) international licensees. Domestically, we generate service revenues from the
direct sale of satellite access and usage to VARs, which sales are primarily for
resale to customers. In the United States, pricing to our VARs for 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
customer application. Pricing to our VARs generally is based on a structure that
incorporates, among other things, an initial activation charge and a recurring
monthly charge for access to, and usage of, our system. During 2000, we intend
to implement usage fees based on designated "bands" or levels of usage. It is
likely that multiple pricing alternatives will eventually be offered in the
United States including usage-sensitive billing, peak/off-peak, priority
messaging, volume discounts and annual contract commitment options. The prices
charged by the VARs to their customers are set by the VARs and are largely
outside our control.
The pricing of services provided by our internal VARs to their customers is
generally based on a pricing structure similar to the VAR pricing structure
described above. The internal VARs generate additional revenues for us from the
sale of value-added software, hardware and services to their customers.
In addition to service revenues, we also generate revenues from the sale of
subscriber units. We have type-approved 14 subscriber unit models from six
manufacturers for use with our system, all of which are commercially available.
Our customers may order units directly from the manufacturers. In addition, we
have entered into agreements and may enter into additional agreements in the
future to purchase subscriber units for resale. We expect to sell these
subscriber units at prices approximately equal to or greater than our cost,
although we cannot assure you that we will be able to do so. We believe that as
more subscriber units become commercially available and as the overall
production volume for subscriber units increases, the price for subscriber units
will decline.
Internationally, we generate revenues through license fees paid by, and 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 revenues. In the future, we expect to be able to charge the
international licensees a monthly satellite usage fee based on the greater of a
percentage of gross revenues
23
<PAGE> 24
and a data throughput fee. International licensees' gross revenues are based on
a pricing structure similar to the prices charged to VARs, which includes an
activation charge and a recurring monthly charge based on access to, and use of,
our system. On execution of a service license or similar agreement with us,
international licensees purchase a gateway or gateway components from us under a
gateway procurement contract or arrange to share a gateway with an international
licensee that is in close proximity. Cash received under a gateway procurement
contract is generally accounted for as deferred revenues and recognized when the
gateway has successfully completed acceptance testing. License fees from service
licenses or similar agreements are accounted for as deferred revenues and
recognized over the term of the agreements.
OPERATING EXPENSES
Satellite-based communication systems are characterized by high initial
capital expenditures and relatively low marginal costs for providing service. In
November 1998, we commenced full commercial service in the United States and
Canada and we commenced depreciation of our satellite system. Additionally, we
continually incur:
- engineering expenses related to the development and operation of
our system;
- marketing expenses related to the marketing of our services; and
- administrative and other expenses related to the operation of our
system.
We have also incurred expenses related to the development of internal VARs,
which are included in our marketing, administrative and other expenses. We
anticipate that our expenses related to the continued development and operation
of the internal VARs, including the development of applications for customers,
will increase substantially as we expand the marketing and distribution efforts
of the internal VARs.
RESULTS OF OPERATIONS
We have generated substantial negative cash flows to date. Our activities
have focused primarily on the:
- design, construction and launch of satellites;
- design and construction of associated ground network and
operating systems (including associated software);
- establishment of contractual agreements with VARs and
international licensees;
- acquisition of U.S. regulatory approvals for the operation of the
ORBCOMM system;
- development of subscriber unit manufacturing sources;
- development of internal VARs;
- development of customer software and hardware applications; and
- marketing and sales activities associated with our commercial
operations.
As a result of the Merger, ORBCOMM USA's and ORBCOMM International's
results are included in our condensed consolidated financial statements for the
quarter ended March 31, 2000, while ORBCOMM's reported results for the quarter
ended March 31, 1999 reflect ORBCOMM USA's and ORBCOMM International's results
as reported using the equity method of accounting. The information provided
below includes a comparison of the first quarter of 2000 with the first quarter
of 1999 on an as reported basis, and also with ORBCOMM's results for the first
quarter of 1999 as if the Merger had occurred as of January 1, 1999 (the
"Combined Basis" presentation).
Revenues. During the first quarter of 2000 and 1999, we recognized $1.7
million and $514,000 ($6.4 million on a Combined Basis) of revenues,
respectively. Total revenues were higher on a Combined Basis during the first
quarter of 1999 versus 2000 primarily because certain gateways were installed
and accepted during the first quarter of 1999, resulting in the recognition of
gateway revenues, whereas no gateways were installed and accepted during the
first quarter of 2000. Our revenues consist primarily of:
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- Construction of gateways and message distribution centers
("MDCs"). During the first quarter of 2000 and 1999, we
recognized $150,000 and $0 ($5.7 million on a Combined Basis),
respectively, of revenues from the installation and final
acceptance of an MDC and of gateways. During the first quarter of
2000, installation and final acceptance of an MDC in Mexico
occurred, whereas, during the first quarter of 1999, installation
and final acceptance of gateways in Brazil and Argentina
occurred.
- Service license or similar agreements ("SLAs"). During the first
quarter of 2000 and 1999, we recognized $253,000 and $0 ($225,000
on a Combined Basis), respectively, as amortization of license
fees associated with SLAs. These SLAs authorize the international
licensees to use the ORBCOMM system to provide two-way data
communication services in their respective territories. License
fees from SLAs are accounted for as deferred revenues and
recognized over the term of the SLAs.
- Sale of subscriber units. During the first quarter of 2000 and
1999, we recognized $411,000 and $490,000 ($333,000 on a Combined
Basis), respectively, of revenues relating to the sale of
subscriber units.
- ORBCOMM services. During the first quarter of 2000 and 1999, we
recognized $869,000 and $24,000 ($138,000 on a Combined Basis),
respectively, of revenues relating to ORBCOMM services. These
revenues consist primarily of revenues from the direct sale of
satellite access and usage. Our service revenues were higher
quarter-over-quarter primarily due to an increase in the number
of activated subscriber units.
Cost of sales. During the first quarter of 2000 and 1999, we incurred $3.3
million and $490,000 ($5.0 million on a Combined Basis), respectively, of cost
of sales. These costs include costs associated with the construction and
delivery of an MDC and gateways of $114,000 and $4.6 million on a Combined Basis
for the first quarter of 2000 and 1999, respectively. In addition, $2,430,000 of
expense was recorded during the first quarter of 2000 (none during the first
quarter of 1999) related to costs incurred both for the installation of
subscriber units that are expected to become revenue generating in the near
future and to provide a valuation reserve for subscriber units currently in
inventory that may be sold at prices below cost, since we believe the prices for
subscriber units will decline as a result of competition among manufacturers and
expected increases in production volumes. The remaining cost of sales consists
primarily of the cost of subscriber units sold to customers.
Engineering expenses. During the first quarter of 2000 and 1999, we
incurred $7.9 million and $5.3 million (the same on a Combined Basis),
respectively, in ORBCOMM system engineering expenses. 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, consultant fees and employee-related expenses, were higher
quarter-over-quarter due in substantial part to a lower capitalization of
engineering expenses and consultant fees, as well as a greater number of
employees.
Marketing, administrative and other expenses. During the first quarter of
2000 and 1999, we incurred $13.3 million and $7.8 million ($12.0 million on a
Combined Basis), respectively, of marketing, administrative and other expenses.
Marketing, administrative and other expenses were higher quarter-over-quarter
due in substantial part to increased costs relating to a greater number of
employees.
Depreciation. During the first quarter of 2000 and 1999, we incurred $12.5
million and $11.5 million (the same on a Combined Basis), respectively, in
depreciation expense. Depreciation expense increased quarter-over-quarter due to
an increase in depreciable assets.
Interest expense and other financial charges. During the first quarter of
2000 and 1999, we incurred $6.3 million and $6.5 million (the same on a Combined
Basis), respectively, of interest expense and other financial charges.
Interest expense primarily consists of interest on the Notes.
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Equity in net losses of affiliates. During the first quarter of 2000 and
1999, we recognized $495,000 and $2.9 million ($100,000 on a Combined Basis),
respectively, of equity in net losses of affiliates, which, for the first
quarter of 2000 and the first quarter of 1999 on a Combined Basis, represents
our proportionate share of net losses of ORBCOMM Japan Limited, our
international licensee for Japan, and ORBCOMM Middle East & Central Asia Ltd.
("OMECA"), our international licensee for the Middle East and central Asia. On a
Combined Basis, equity in net losses increased quarter-over-quarter because we
acquired our initial 20% interest in OMECA in September 1999 and we started
accounting for our investment in ORBCOMM Japan using the equity method of
accounting in late February 1999.
SUPPLEMENTAL DATA
As of March 31, 2000, there were 25,917 subscriber units activated on the
ORBCOMM system, 16,244 of which were revenue generating. For the period ended
March 31, 2000, we recognized $1,683,000 of revenues of which $738,000 came from
our international operations.
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 first quarter of 2000 and 1999, net cash
used in operating activities was $72.3 million and $30.9 million ($36.5 million
on a Combined Basis), respectively, primarily as a result of a net loss
(excluding items not affecting cash for depreciation, amortization and equity in
net losses of affiliates) of $28.8 million and $19.3 million ($22.1 million on a
Combined Basis), respectively, as well as payments of $41.5 million made during
the first quarter of 2000 to Orbital under our 1995 and 1999 procurement
agreements (none were made during the same quarter of 1999). The increased net
loss quarter-over-quarter, excluding items not affecting cash, is primarily
attributable to higher operating expenses due in substantial part to a greater
number of employees.
For the first quarter of 2000 and 1999, cash used in investing activities
was $18.2 million and $7.4 million ($1.8 million on a Combined Basis),
respectively, primarily for capital expenditures and investments in and advances
to affiliates. During the first quarter of 2000, we spent $16.0 million on
capital expenditures whereas we spent $1.7 million for the first quarter of
1999, excluding $8.5 million of accrued milestone obligations under the 1995 and
1999 procurement agreements with Orbital. In January 2000, we invested $1.9
million through ORBOMM Investment Corporation, a wholly owned unrestricted
subsidiary of ours, in European Datacomm Holding NV, our international licensee
for sub-Saharan Africa.
During the first quarter of 2000 and 1999, cash flows from financing
activities provided cash of $86.2 million and $41.3 million (the same on a
Combined Basis), respectively. The increase quarter-over-quarter is primarily
attributable to an increase in the amount of capital contributions made to us by
our partners.
CAPITAL REQUIREMENTS
Over the next 12 months, we currently anticipate that we will spend
approximately an additional $190 million. Expected future uses of cash include:
- the funding of operating losses;
- the development of integrated applications for our customers;
- the enhancement of our marketing and distribution capabilities
through strategic investments in internal VARs and international
licensees;
- the procurement and launch of additional satellites; the
- maintenance of our satellite system;
- the payment of interest on the Notes; and
- working capital and general partnership purposes.
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FINANCING PLAN
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. In addition, we expect to receive additional
cash payments related to our achievement of milestones under agreements with our
international licensees. Our equipment contracts are U.S. dollar-based and,
hence, not subject to foreign currency risk. Through March 31, 2000, Teleglobe
Mobile and Orbital Communications had made capital contributions to us totaling
approximately $481 million. We also received net proceeds of $164.5 million from
the sale of the Notes. While it is not contractually required to do so,
Teleglobe, through Teleglobe Mobile, is currently funding our operations. We
expect to fund our future capital requirements through an initial public
offering, additional contributions or loans from our partners, other equity or
debt financings in the public or private markets or operating lease arrangements
or we may seek to enter into strategic arrangements, or some combination
thereof. We cannot assure you, however, that equity or debt financing or
operating lease arrangements, or some combination thereof, will be available
including, without limitation, from our partners, and if available, 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.
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 cash flows and profitability;
- our launch and commercial service schedules;
- 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.
LIMITED HISTORY OF OPERATIONS AND NET LOSSES
We expect to continue to incur net losses. We incurred cumulative net
losses of approximately $307 million through March 31, 2000 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 have a limited operating and financial history. We have conducted full
commercial operations for only a limited period of time. Our ability to provide
commercial service globally or in key markets and to generate positive operating
cash flows will depend on our ability to, directly or indirectly, among other
things:
- successfully operate and maintain the satellites in the
constellation;
- successfully and timely develop and distribute applications that
enable customers to use the ORBCOMM system;
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- 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
in an equatorial orbit to enhance service in that region;
- 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.
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 that 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.
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 international licensees are 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 or if the products developed fail to meet key customer
requirements, market acceptance of ORBCOMM services could be adversely affected.
As with any new communication service, we cannot assure you that the market will
accept our services.
Our business plan further 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.
SIGNIFICANT ADDITIONAL CAPITAL REQUIREMENTS
Additional funding required could be significant. To maintain our satellite
constellation and to expand global service, we will require significant
additional capital expenditures. Under the 1999 procurement agreement with
Orbital, as amended, we will procure, at a minimum, among other things, 11
additional satellites, two satellite propulsion rings and two separate
Pegasus(R) launch vehicles, at a total cost not to exceed approximately $91
million. As of March 31, 2000, we had incurred approximately $30 million under
the 1999 procurement agreement. Interest expense on the Notes also represents a
significant cash requirement for us. See "Financing Plan."
We will require significant expenditures to fund service development,
marketing and distribution activities. 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
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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.
Cost increases due to launch failures, satellite enhancements and other
causes 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 financial condition and results of
operations.
The costs of maintaining the space segment may exceed 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 maintain our current satellite constellation and 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.
RAPID GROWTH
Our business is expected to grow rapidly, and our future success depends in
large part on our ability to manage the recent and anticipated growth in our
business. For us to manage this growth, we will need to:
- significantly expand our internal management, technical,
provisioning, information and accounting systems;
- establish directly or through third parties an installation and
repair network;
- expand and enhance our financial procedures;
- identify, attract and retain qualified management, professional
and technical personnel;
- monitor operations; and
- control costs.
These activities are expected to place a significant strain on our
financial and management resources. If we are unable to manage growth
effectively, our business could suffer.
IMPLEMENTATION AND INTEGRATION RISKS
To be able to offer turnkey solutions to our customers, we will be required
to develop and implement successfully applications and application platforms
that create a link between our communication system and our customers' IT
systems. While our Dolphin Software Services ULC subsidiary ("Dolphin") has
developed an application service platform that processes, integrates and
displays the data collected from the ORBCOMM system, which application service
platform is currently used by our internal VARs and marketed to our VARs and
international licensees, other competing products may be commercially available
or may be developed for commercial distribution, which products could offer more
efficient, cost-effective and/or user-friendly applications that could be used
with our services. If other products that compete with our application service
platform are commercially available or are developed for commercial
distribution, it could reduce, perhaps substantially, the size of the market for
our application service platform, which could have an adverse effect on the
amount of revenue we are able to generate from Dolphin and inhibit our ability
to recoup our continuing investment in Dolphin. In addition, our internal VARs,
VARs and international licensees are responsible for developing customer
applications for use with
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the ORBCOMM system. If our internal VARs, VARs, or international licensees fail
to develop applications that are technically viable and competitively priced and
that meet our customers' specific needs, such failure could negatively effect
our ability to obtain or maintain customers.
While the ORBCOMM system has successfully transmitted over 23 million
messages to date, our system is exposed to the risks inherent in any large-scale
complex communication system using new or advanced technologies. Despite
extensive testing of the different segments of our system, the nature and
complexity of our system, including the design and integration of communication
technologies and devices ranging from satellites operating in space to ground
infrastructure, including subscriber units, located around the world, is such
that we cannot assure you that our system will function in its intended manner.
Even if built to specifications, any or all of the segments of the ORBCOMM
system may not function as expected. If any of the diverse and dispersed
elements of our system fails to function or to be integrated successfully as
required, that failure could render our system unable to perform at the quality
and capacity levels required for us to operate our business successfully.
SECURITY ON THE INTERNET
Like many other modern communication 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 our satellite system. While we currently take certain measures to ensure
the security of customer data, persons who are able to circumvent our security
measures could misappropriate proprietary information or cause interruptions in
our data delivery operations. Concerns over the security of our delivery of
information over the Internet may also inhibit the growth of our customer base.
If any compromise of our security measures were to occur, or if customers were
to perceive that such unauthorized access was likely, it could have a material
adverse effect on our reputation, business, prospects, financial condition or
results of operations. We may be required to expend capital and other resources
to protect against such security breaches or to alleviate problems caused by
such breaches, which expenditures may be significant.
SUBSTANTIAL LEVERAGE
We currently have a significant amount of indebtedness and, therefore, are
highly leveraged. As of March 31, 2000, our total liabilities were approximately
$246 million. Our substantial leverage could negatively affect our market value
because it may:
- limit our ability to borrow additional funds;
- require us to dedicate a substantial portion of our cash flow
from operations to repaying indebtedness, thereby reducing the
availability of our cash flow to fund working capital, capital
expenditures, strategic investments and other requirements;
- increase our vulnerability to general adverse economic and
industry conditions; and
- limit our flexibility in planning for, or reacting to, changes in
our business and in the communication industry generally.
The Indenture governing the Notes permits us to incur limited additional
indebtedness under certain specific circumstances. We may incur additional
indebtedness in the future in one or more fixed asset financings or under other
facilities, to the extent that the Indenture permits us to do so. Any additional
borrowings would further increase the amount of our leverage and the associated
risks.
RESTRICTIVE COVENANTS IN THE INDENTURE
The Indenture 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;
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- make distributions on the partnership interests;
- make certain 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, our
obligation to repay the Notes may be accelerated.
COMPETITION
Competition in the communication industry is intense, fueled by rapid and
continuous technological advances and alliances among industry participants
seeking to use such advances to capture significant market share. Although no
other company is currently 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 and users of terrestrial-based data communication
systems;
- operators or users of other little low-Earth orbit ("LEO")
satellite systems similar to the ORBCOMM system;
- operators or users of geostationary or geosynchronous satellite
systems that use satellites with orbits located approximately
22,300 nautical miles directly above the equator;
- operators or users of networks of big LEO satellite systems; and
- 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.
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
communication 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 communication service
providers are able to penetrate our target markets.
DEPENDENCE ON THIRD PARTY DISTRIBUTORS
We rely heavily on VARs within the United States. In the United States, we
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.
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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, while our reseller agreements with the VARs provide that
VARs will use all reasonable commercial efforts to market and distribute our
services, generally the VARs are not required to meet established sales
objectives.
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 rely heavily on international licensees outside the United States.
Outside the United States, we enter into service license or similar 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.
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,
we have the right under the terms of these agreements to terminate such
agreements based on the non-performance of the licensee as described therein.
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.
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.
DEPENDENCE ON MANUFACTURERS
Our success depends in part on manufacturers developing, on a timely basis,
relatively inexpensive subscriber units. While we have type-approved 14
different subscriber unit models from six manufacturers for use with our system,
a sufficient supply of these subscriber units may not be available to customers
on a timely basis or at prices or with functional characteristics that meet
customers' needs. 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
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ORBCOMM system and the quality of our services could be affected, which, in
turn, could negatively affect our financial condition and results of operations.
DEPENDENCE ON ORBITAL
We do not independently have, and do not intend to acquire, except by
contracting with other parties, the ability to design, construct or launch our
satellites. Under the 1999 procurement agreement with Orbital, as amended, 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 not to exceed approximately $91 million. In addition, we are currently
negotiating to procure an additional three satellites and we have an option to
procure additional launch services using the Pegasus launch vehicle, if
necessary. Depending on the product or service being purchased, we are required
to pay Orbital a fixed amount, subject to certain incentive payments and other
adjustments, or on a time and materials basis. Under the 1999 procurement
agreement, we are entitled to withhold payments from Orbital based on Orbital's
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 the 1999 procurement
agreement. 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.
In addition, some of our VARs and subscriber unit manufacturers are relying
on Magellan to design and manufacture a low-cost chip set that will reduce the
cost of certain of our subscriber units. Failure by Magellan to design and
manufacture, in a timely manner, a chip set that is fully compliant with the
relevant specifications could have an adverse effect on us.
DEPENDENCE ON AND ABILITY TO PROTECT 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 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 U.S. ground segment and our satellites,
other than certain communication software. We rely primarily on copyright and
trade secret law to protect our technology. While we have applied for six
patents, none 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 applications will
be the responsibility of the VARs. Furthermore, the laws of countries outside
the United States may afford us and our 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.
33
<PAGE> 34
LIMITED LIFE OF SATELLITE CONSTELLATION
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.
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.
We expect our current satellite constellation to be in commercial service
through at least 2006. We expect to launch replacement satellites periodically.
One of our satellites placed in service in 1995 is no longer operational.
DAMAGE TO OR LOSS OF SATELLITES
Damage to or loss of 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 one or more satellites in the constellation, whether due
to a satellite reaching the end of its 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.
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 current 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 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. Similarly, we have demonstrated that
the reduced power levels experienced by some of our satellites do not result in
the inability of those satellites to offer commercial service. 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
- 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.
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<PAGE> 35
LAUNCH FAILURES
To date, we have successfully launched 35 satellites into their proper
orbits, 33 of which are in commercial service. Currently, we plan to launch
seven additional satellites on a Pegasus launch vehicle in early 2001.
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;
- unreasonable delays related to poor weather conditions or prior
launch failures; and
- delays or failures in the development or deployment of the
satellite propulsion rings we are procuring from Orbital.
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.
LIMITED INSURANCE
Our insurance may not adequately mitigate the adverse effects of a launch
failure or of a loss of satellites in-orbit. For the December 1999 launch (the
"Fourth Pegasus Launch"), we procured insurance against launch failure and
in-orbit failure of the seven satellites launched. This insurance provides that
if there is an in-orbit failure of two or more of the seven satellites launched
in the Fourth Pegasus Launch, our insurance will cover the sum insured at the
rate of 20% of the aggregate amount of such sum based on a failure of two of
such satellites, 40% of such sum based on a failure of three of such
satellites, 60% of such sum based on a failure of four of such satellites, and
100% of such sum based on a failure of five or more of such satellites. We have
not yet procured insurance for our planned launch of seven satellites in early
2001 (the "Fifth Pegasus Launch").
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 a
portion of the cost 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 Fifth Pegasus Launch, and we decided to launch the
satellites currently intended to be launched in the Fifth Pegasus Launch as
replacement satellites, our insurance would cover a portion of the cost to
procure the launch vehicle used in the Fifth Pegasus Launch, and thereafter, the
launch vehicle and the satellites launched in connection with the Fifth 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
A delay in or failure of the launch of seven satellites into an equatorial
orbit currently scheduled for early 2001, or a delay or failure in placing such
satellites into commercial operation, could impair service in the equatorial
region, which could negatively affect our financial condition and results of
operations.
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<PAGE> 36
GOVERNMENT REGULATION
The failure to maintain the necessary U.S. licenses could negatively affect
us. Our business may be affected by the regulatory activities of various U.S.
government agencies, primarily the FCC. Although each of the FCC licenses is
currently valid, the FCC could revoke these licenses if Orbital Communications
fails to satisfy certain conditions or to meet certain prescribed milestones,
including:
- the September 2002 milestone by which Orbital Communications must
launch two of the 12 additional satellites licensed in March
1998; and
- the March 2004 milestone by which Orbital Communications must
launch the remaining ten of these satellites,
unless the FCC grants extensions or modifications for accomplishing the required
milestones. Orbital Communications is required to apply for a license renewal
three years before each FCC license expires. While, based on past experience,
Orbital Communications 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 the FCC licenses. Should the FCC revoke or fail to renew the FCC licenses,
or if Orbital Communications 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 Orbital Communications to operate as a private
carrier. Because of our method of distributing services, we believe that Orbital
Communications 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 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 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 our 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, our
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. As of
March 31, 2000, our licensees had secured licenses in over 35 countries or
territories, 30 of which grant full commercial authority to provide ORBCOMM
services in such country or territory, including Mexico, Canada, Japan, Germany,
the United Kingdom, Brazil, Venezuela, Argentina, Morocco and Malaysia. 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
36
<PAGE> 37
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 our 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 Orbital Communications
that the coordination process has been successfully completed. Orbital
Communications has completed the ITU coordination process with respect to our
satellite constellation with all administrations except Russia and France.
Orbital Communications expects that it will successfully complete the ITU
coordination process with Russia and France later this year, at which time the
ORBCOMM system will be fully registered with the ITU. The FCC has modified
Orbital Communications' ITU documentation to include the proposed launch of the
12 additional satellites for which Orbital Communications has been licensed. We
do not expect this modification to affect coordination of our satellite
constellation. Moreover, supplemental coordination of these 12 satellites is not
required for countries for which the U.S. 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 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.
RISK ASSOCIATED WITH INTERNATIONAL OPERATIONS
Multinational operations and developing markets pose unique operating
challenges. Since we expect to derive substantial revenues by providing
communication services globally, we are subject to certain multinational
operating risks, such as:
- changes in domestic and foreign government regulations and
communication 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.
37
<PAGE> 38
RISKS ASSOCIATED WITH AGREEMENTS BETWEEN AND INVESTMENTS BY OUR PARTNERS
Deadlock Between Our Partners. Teleglobe and Orbital are our sole partners.
Under our partnership agreement, certain transactions are subject to the
approval of both our partners. Any potential deadlock between our partners could
negatively affect our results of operations.
BCE Ownership of TMI Communications. BCE, which currently owns
approximately 23% of Teleglobe and recently announced that it had executed a
definitive agreement to acquire the remaining 77% of Teleglobe, owns 100% of TMI
Communications. TMI Communications provides geostationary satellite-based
communication services, including wireless digital data, voice, fax and dispatch
radio services, in North, Central and South America. Some of the services
offered by TMI Communications may compete with the services offered by ORBCOMM.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have issued $170,000,000 in Notes that mature in August 2004. The Notes
earn interest at a fixed rate of 14% as well as a 5% revenue participation
interest on service and certain other revenues. The market price for the Notes
may fluctuate as a function of market interest rate changes, investors'
perceptions of the risks faced by us and our revenue growth.
38
<PAGE> 39
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, we terminated for non-performance our
service license agreements with SEC ORBCOMM (Middle East) Ltd.
and CEC Bosphorus Communications Ltd., which agreements together
covered 20 countries. On December 23, 1998, SATCOM International
Group PLC, the alleged successor-in-interest to SEC ORBCOMM's
and CEC Bosphorus' interests in these agreements, filed an
action 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 us, staying the
arbitration SATCOM had initiated and enjoining SATCOM from
proceeding with such arbitration. On December 15, 1999, the
Second Circuit summarily affirmed the district court's May 27,
1999 ruling. On January 28, 2000, we filed a motion for summary
judgment, which motion is currently pending. In management's
opinion, the final resolution of this matter will not have a
material adverse effect on ORBCOMM's financial condition or
results of operations.
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.
On February 4, 2000, we filed a report on Form 8-K to disclose
that, effective as of January 1, 2000, Teleglobe Mobile became
our sole general partner and acquired a majority interest in us.
39
<PAGE> 40
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(i) Amended and Restated Partnership Agreement of ORBCOMM dated January 1, 2000.
4.1(k) Amended and Restated Indenture, dated as of February 9, 1999, by and among ORBCOMM,
ORBCOMM Global Capital, ORBCOMM USA, ORBCOMM International, Orbital Communications,
Teleglobe, Teleglobe Mobile and Marine Midland Bank.
10 Material Contracts.
10.1(i) Omnibus Agreement, dated as of January 1, 2000, among Teleglobe, Teleglobe Mobile,
Orbital, Orbital Communications and ORBCOMM.
10.2(a) Pledge Agreement, dated as of August 7, 1996, by and among ORBCOMM, ORBCOMM Global Capital
and Marine Midland Bank as Collateral Agent.
10.4(a) Master Agreement, restated as of September 12, 1995, by and among ORBCOMM,
Teleglobe, Teleglobe Mobile, Orbital and Orbital Communications (the "Master Agreement").
10.4.1(b) Amendment No. 1 to Master Agreement, dated as of February 5, 1997.
10.5(a) Procurement Agreement, dated as of September 12, 1995, by and between ORBCOMM and Orbital
(the "1995 Procurement Agreement") (provided that Appendix I is incorporated by reference
to Exhibit 10.24.6 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 the 1995 Procurement Agreement, dated December 9, 1996.
10.5.2(b) Amendment No. 2 to the 1995 Procurement Agreement, dated March 24, 1997.
10.5.3(e) Amendment No. 3 to the 1995 Procurement Agreement, dated as of March 31, 1998.
10.5.4(e) Amendment No. 4 to the 1995 Procurement Agreement, dated as of March 31, 1998.
10.5.5(g) Amendment No. 5 to the 1995 Procurement Agreement, dated as of July 30, 1998.
10.5.6(g) Amendment No. 6 to the 1995 Procurement Agreement, dated as of September 21, 1998.
10.5.7(g) Amendment No. 7 to the 1995 Procurement Agreement, dated as of December 31, 1998.
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 the 1995 Procurement Agreement, dated as of December 24, 1999.
10.5.9.1(h) Amendment No. 9 to the 1995 Procurement Agreement, dated as of June 30, 1999.
10.5.9.2(h) Amendment No. 10 to the 1995 Procurement Agreement, dated as of September 30, 1999.
10.6(a) Proprietary Information and Non-Competition Agreement, restated as of September 12, 1995,
by and among ORBCOMM, Teleglobe, Teleglobe Mobile, Orbital, Orbital Communications,
ORBCOMM USA and ORBCOMM International.
10.10(a) Service License Agreement, dated as of December 19, 1995, between ORBCOMM International
and ORBCOMM Canada.
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 ("MCS").
10.14(a) Ground Segment Facilities Use Agreement, dated as of December 19, 1995, between ORBCOMM
International and ORBCOMM Canada.
10.15(a) Ground Segment Procurement Contract, dated as of October 15, 1996, between ORBCOMM
International and MCS.
</TABLE>
40
<PAGE> 41
<TABLE>
<S> <C>
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 (the "Reseller Agreement").
10.20.1(f) Amendment No. 1 to the Reseller Agreement dated as of September 2, 1997.
10.22(f) Consulting Agreement dated as of March 18, 1998 by and between ORBCOMM
and ORBCOMM Canada.
10.23(j) ORBCOMM System Construction and Operations Agreement, dated as of January
26, 2000, by and between ORBCOMM and Orbital Communications.
10.24(j) Consulting Agreement, dated as of January 26, 2000, by and between ORBCOMM and
Orbital Communications.
10.25(j) Services Agreement, dated as of December 9, 1998, by and between ORBCOMM and
ORBCOMM Canada.
21(j) Subsidiaries of the Registrants.
27* Financial Data Schedule.
</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 (the "Orbital 1996 Form
10-K") 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.
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.
(i) Incorporated by reference to the identically numbered exhibit to our Report
on Form 8-K, filed by us on February 4, 2000.
(j) Incorporated by reference to the identically numbered exhibit to our Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, filed by
us on March 30, 2000.
(k) Incorporated by reference to the identically numbered exhibit to our Report
on Form 8-K, filed by us on February 16, 1999.
41
<PAGE> 42
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.
<TABLE>
<CAPTION>
ORBCOMM GLOBAL, L.P.
<S> <C>
Date: May 15, 2000 By: /s/ SCOTT L. WEBSTER
------------------------------
Scott L. Webster
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
Date: May 15, 2000 By: /s/ CAROL P. HANNA
------------------------------
Carol P. Hanna
Vice President, Finance
(Principal Accounting Officer)
ORBCOMM GLOBAL CAPITAL CORP.
Date: May 15, 2000 By: /s/ SCOTT L. WEBSTER
------------------------------
Scott L. Webster
President
(Principal Executive Officer)
Date: May 15, 2000 By: /s/ CAROL P. HANNA
------------------------------
Carol P. Hanna
Vice President, Finance
(Principal Accounting Officer)
</TABLE>
42
<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 FILLING
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 4,507
<SECURITIES> 0
<RECEIVABLES> 8,253
<ALLOWANCES> 759
<INVENTORY> 16,506
<CURRENT-ASSETS> 46,012
<PP&E> 434,130
<DEPRECIATION> 84,133
<TOTAL-ASSETS> 417,089
<CURRENT-LIABILITIES> 45,839
<BONDS> 170,000
0
0
<COMMON> 0
<OTHER-SE> 171,048
<TOTAL-LIABILITY-AND-EQUITY> 417,089
<SALES> 1,683
<TOTAL-REVENUES> 1,683
<CGS> 3,284
<TOTAL-COSTS> 3,284
<OTHER-EXPENSES> 33,670<F1>
<LOSS-PROVISION> 500
<INTEREST-EXPENSE> 6,222<F2>
<INCOME-PRETAX> (41,993)
<INCOME-TAX> 0
<INCOME-CONTINUING> (41,993)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (41,993)
<EPS-BASIC> 0
<EPS-DILUTED> 0
<FN>
<F1>INCLUDES $12,504 AS DEPRECIATION EXPENSES, $10 AS GOODWILL AMORTIZATION AND $495
AS EQUITY IN NET LOSSES OF AFFILIATES.
<F2>NET OF INTEREST INCOME OF $81.
</FN>
</TABLE>
