UNITED STATES
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 JUNE 30, 1997
Commission file number 000-22085
ORION NETWORK SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
- --------------------------------------------------------------------------------
Delaware 52-2008654
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization No.) Identification)
2440 Research Boulevard, Suite 400, Rockville, Maryland 20850
(Address of principal executive offices) (Zip Code)
(301) 258-8101
- --------------------------------------------------------------------------------
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant: (1) has 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
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.
Class Outstanding at June 30, 1997
- ------------------------------------- ----------------------------------
Common Stock, $.01 par value 11,175,076 shares
<PAGE>
INDEX
ORION NETWORK SYSTEMS, INC.
<TABLE>
<CAPTION>
Page
----
PART I. FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets---June 30, 1997 and December 31, 1996................... 3
Condensed Consolidated Statements of Operations --- three and six months ended
June 30, 1997 and 1996......................................................................... 5
Condensed Consolidated Statements of Changes in Stockholders' Deficit --- Year ended
December 31, 1996 and six months ended June 30, 1997........................................... 6
Condensed Consolidated Statements of Cash Flows --- six months ended
June 30, 1997 and 1996......................................................................... 7
Notes to Condensed Consolidated Financial Statements........................................... 9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.................................................................................. 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.............................................................................. 20
Item 2. Changes in Securities.......................................................................... 20
Item 3. Defaults upon Senior Securities................................................................ 20
Item 4. Submission of Matters to a Vote of Security Holders........................................... 21
Item 5. Other Information.............................................................................. 22
Item 6. Exhibits and Reports on Form 8-K............................................................... 22
Signatures.............................................................................................. 23
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
ORION NETWORK SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
------------- --------------
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 74,949,499 $ 42,187,807
Restricted cash, including accrued interest of
approximately $3.9 million 47,837,500 --
Accounts receivable 10,034,827 6,473,316
Prepaid expenses and other current assets 8,967,778 3,583,403
------------- --------------
Total current assets 141,789,604 52,244,526
Restricted and segregated cash 357,496,908 --
Property and equipment at cost:
Land 73,911 73,911
Telecommunications equipment 37,392,719 25,342,528
Furniture and computer equipment 7,141,554 4,849,711
Satellite and related equipment 322,163,571 321,247,346
------------- --------------
366,771,755 351,513,496
Less: accumulated depreciation (54,728,373) (68,224,957)
Satellite construction in progress 54,841,426 4,560,844
------------- --------------
Net property and equipment 366,884,808 287,849,383
Deferred financing costs, net 23,681,080 12,918,233
Goodwill and other assets, net 29,065,170 5,252,302
------------- --------------
TOTAL ASSETS $ 918,917,570 $ 358,264,444
============= ==============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
3
<PAGE>
ORION NETWORK SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(CONTINUED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
------------- --------------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' DEFICIT
<S> <C> <C>
Current liabilities:
Accounts payable $ 4,466,898 $ 6,411,028
Accrued liabilities 10,502,103 7,653,208
Other current liabilities 7,121,326 5,406,072
Interest payable 20,862,822 8,583,882
Current portion of long-term debt 9,132,048 34,975,060
------------- --------------
Total current liabilities 52,085,197 63,029,250
Long-term debt 782,388,564 218,236,839
Other liabilities 12,644,704 46,348,291
Limited Partners' interest in Orion Atlantic -- 10,130,058
Minority interest in other consolidated entities 66,361 54,008
Redeemable preferred stock:
Series A 8% Cumulative Redeemable Convertible Preferred Stock, $.01
par value, 15,000 shares authorized; 13,861 and
13,871 shares issued and outstanding, plus accrued dividends 16,640,288 16,097,880
Series B 8% Cumulative Redeemable Convertible Preferred Stock, $.01
par value, 5,000 shares authorized; 4,298
shares issued and outstanding, plus accrued dividends 4,976,406 4,804,486
Series C 6% Cumulative Redeemable Convertible Preferred Stock, $.01 par
value, 150,000 shares authorized; 123,172 and 0
shares issued and outstanding, plus accrued dividends 94,348,046 --
Stockholders' deficit:
Common stock, $.01 par value, 40,000,000 shares authorized;
11,175,076 and 10,985,150 shares outstanding 114,443 112,447
Capital in excess of par value 98,490,809 86,932,391
Treasury stock, 269,274 and 259,515 shares (91,490) --
Foreign currency translation (563,105) --
Accumulated deficit (142,182,653) (87,481,206)
------------- --------------
Total stockholders' deficit (44,231,996) (436,368)
------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 918,917,570 $ 358,264,444
============= ==============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
4
<PAGE>
ORION NETWORK SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------------- ---------------------------------
1997 1996 1997 1996
------------ ------------ ------------ ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenue $ 16,687,105 $ 10,122,511 $ 36,920,174 $ 17,768,918
Operating expenses:
Direct 3,339,999 1,402,138 8,732,019 2,485,769
Sales and marketing 4,435,131 2,856,414 8,561,508 5,039,257
Engineering and technical services 2,745,521 2,085,312 5,403,091 4,190,222
General and administrative 4,951,979 4,088,126 9,759,883 7,597,870
Depreciation and amortization 12,129,745 8,653,165 23,696,324 17,573,777
------------ ------------ ------------ ------------
Total operating expenses 27,602,375 19,085,155 56,152,825 36,886,895
------------ ------------ ------------ ------------
Loss from operations (10,915,270) (8,962,644) (19,232,651) (19,117,977)
Other expense (income):
Interest income (8,717,404) (622,495) (12,130,484) (1,311,217)
Interest expense 22,389,048 6,330,993 39,959,679 13,829,772
Other 159,214 (34,296) 573,231 (14,488)
------------ ------------ ------------ ------------
Total other expense (income) 13,830,858 5,674,202 28,402,426 12,504,067
------------ ------------ ------------ ------------
Loss before extraordinary loss on extinguishment of
debt, minority interest and preacquisition loss of
acquired subsidiary (24,746,128) (14,636,846) (47,635,077) (31,622,044)
Extraordinary loss on extinguishment of debt -- -- (15,763,220) --
Limited Partners' and minority interest in the net loss
of Orion Atlantic and other consolidated entities 739 7,877,201 12,042,978 17,611,062
Preacquisition loss of acquired subsidiary -- -- 626,246 --
------------ ------------ ------------ ------------
Net loss (24,745,389) (6,759,645) (50,729,073) (14,010,982)
Preferred stock dividend and accretion, net of
forfeitures 2,312,007 360,930 3,972,374 740,412
------------ ------------ ------------ ------------
Net loss attributable to common stockholders $(27,057,396) $ (7,120,575) $(54,701,447) $(14,751,394)
============ ============ ============ ============
Net loss per common share $ (2.42) $ (0.65) $ (4.90) $ (1.35)
============ ============ ============ ============
Weighted average common shares outstanding 11,169,950 10,951,784 11,164,754 10,932,458
============ ============ ============ ============
See Notes to Condensed Consolidated Financial Statements
</TABLE>
5
<PAGE>
ORION NETWORK SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>
COMMON STOCK
---------------------------
CAPITAL IN FOREIGN TOTAL
NUMBER EXCESS OF ACCUMULATED TREASURY CURRENCY STOCKHOLDERS'
OF SHARES AMOUNT PAR VALUE DEFICIT STOCK TRANSLATION EQUITY(DEFICIT)
------------ --------- ----------- -------------- ----------- ------------ ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1995 11,115,965 $ 111,160 $85,485,613 $ (58,916,131) $ 0 $ 0 $ 26,680,642
Conversion of preferred stock
to common stock 91,071 911 804,034 -- -- -- 804,945
Issuance of stock warrants -- -- 300,000 -- -- -- 300,000
Exercise of stock options and
warrants 37,629 376 342,744 -- -- -- 343,120
Preferred stock dividend, net of
forfeitures -- -- -- (1,369,665) -- -- (1,369,665)
Net loss for 1996 -- -- -- (27,195,410) -- -- (27,195,410)
------------ -------- ------------------------------------- ------------ -----------------
Balance at December 31, 1996 11,244,665 112,447 86,932,391 (87,481,206) 0 0 (436,368)
Issuance of common stock 11,286 113 142,317 -- -- -- 142,430
Conversion of preferred stock
to common stock 1,176 12 9,988 -- -- -- 10,000
Issuance of common stock for
the purchase of APSC 85,715 857 1,199,143 -- -- -- 1,200,000
Issuance of warrants relating to
Senior Notes and Senior
Discount Notes, net -- -- 9,082,262 -- -- -- 9,082,262
Exercise of stock options and
warrants 101,508 1,014 1,124,708 -- -- -- 1,125,722
Preferred stock dividend and
accretion, net of forfeitures -- -- -- (3,972,374) -- -- (3,972,374)
Foreign currency translation -- -- -- -- -- (563,105) (563,105)
Purchase of treasury stock -- -- -- -- (91,490) -- (91,490)
Net loss for the six months
ended June 30, 1997 -- -- -- (50,729,073) -- -- (50,729,073)
------------ --------- ----------- -------------- ----------- ------------ ------------------
Balance at June 30, 1997 (unaudited) 11,444,350(1) $ 114,443 $98,490,809 $(142,182,653) $ (91,490) $ (563,105) $ (44,231,996)
============ ========= =========== ============== =========== ============ ==================
</TABLE>
See Notes to Consolidated Financial Statements.
(1) Includes 269,274 treasury shares of which 259,515 are carried at no cost.
6
<PAGE>
ORION NETWORK SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
---------------------------------------
1997 1996
------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES (Unaudited) (Unaudited)
Net loss $ (50,729,073) $ (14,010,982)
Adjustments to reconcile net loss to net cash used in operating
activities:
Extraordinary loss on extinguishment of debt 15,763,220 --
Amortization and depreciation 23,696,324 17,573,777
Amortization of deferred financing costs 1,177,549 1,065,294
Provision for bad debts 500,000 449,999
Satellite incentives and accrued interest 1,315,433 1,144,508
Capitalized interest (2,454,183) --
Accretion of interest on Senior Discount Notes 13,822,760 --
Accrued interest on restricted funds (3,956,969) --
Accrued interest on Debentures 2,187,500 --
Limited Partners' and minority interest in Orion Atlantic and
other consolidated entities (12,042,977) (17,611,039)
Gain on sale of assets -- (27,369)
Changes in operating assets and liabilities:
Accounts receivable (654,744) (389,227)
Prepaid expenses and other current assets (4,398,357) (3,068,598)
Other assets (2,674,879) 158,903
Accounts payable and accrued liabilities (2,299,481) (4,929,754)
Other current liabilities 1,120,897 3,309,244
Interest payable 12,271,586 (1,176,745)
------------- -------------
Net cash used in operating activities (7,355,394) (17,511,989)
INVESTING ACTIVITIES
Capital expenditures (8,954,510) (7,625,166)
Restricted cash (401,377,439) --
Satellite construction costs (47,826,399) --
Purchase of Teleport Europe, net of cash acquired (8,374,845) --
FCC license costs (179,129) (26,325)
------------- -------------
Net cash used in investing activities (466,712,322) (7,651,491)
FINANCING ACTIVITIES
Limited Partners' capital contributions -- 18,044,446
Expenditures on debt and equity financing costs (26,065,789) --
Proceeds from issuance of common stock and subscriptions,
net of issuance costs 1,125,722 148,886
Treasury stock (91,490) --
Proceeds from issuance of Debentures 60,000,000 --
Proceeds from issuance of Senior Notes 445,000,000 --
Proceeds from issuance of Senior Discount Notes 265,397,000 --
Repayment of senior note payable to banks (207,714,842) (10,794,487)
Termination of interest cap agreements (5,287,827) --
Payment of satellite incentive obligations (15,697,271) --
Repayment of notes payable (7,624,384) (2,081,754)
Other (2,211,711) 7,779,247
------------- -------------
Net cash provided by financing activities 506,829,408 13,096,338
Net increase (decrease) in cash and cash equivalents 32,761,692 (12,067,142)
Cash and cash equivalents at beginning of period 42,187,807 55,111,585
------------- -------------
Cash and cash equivalents at end of period $ 74,949,499 $ 43,044,443
============= =============
</TABLE>
7
<PAGE>
ORION NETWORK SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
--------------------------------------------
1997 1996
-------------------- --------------------
(Unaudited) (Unaudited)
<S> <C> <C>
Transactions not providing or requiring cash:
Property and equipment financed by capital leases $ 18,600 $ --
==================== ====================
Accrued preferred stock dividend and accretion, net of forfeitures $ 3,972,374 $ 740,412
==================== ====================
Conversion of preferred stock to common stock $ 10,000 $ 745,667
==================== ====================
Issuance of common stock for employees retirement (401K) $ 142,430 $ --
==================== ====================
Issuance of common stock and warrants $ 10,282,262 $ --
==================== ====================
Issuance of preferred stock $ 94,000,000 $ --
==================== ====================
Acquisition of Teleport Europe, net of cash acquired:
Working capital deficit, net of cash acquired $ 683,567 $ --
Property and equipment (9,346,584) --
Goodwill (100,512) --
Other assets (88,928) --
Non-current liabilities 477,612 --
-------------------- --------------------
Net cash used to acquire Teleport Europe $(8,374,845) $ --
==================== ====================
Interest paid during the period, net of amounts capitalized $10,775,797 $ 2,479,835
==================== ====================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
8
<PAGE>
ORION NETWORK SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE A. BASIS OF PRESENTATION
GENERAL
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for fair presentation have
been included. Operating results for the three and six months ended June 30,
1997 are not necessarily indicative of the results that may be expected for the
year ending December 31, 1997. The balance sheet at December 31, 1996 has been
derived from the audited financial statements that date but does not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. For further information, refer to
the consolidated financial statements and footnotes thereto included in the 1996
Orion Network Systems, Inc. Annual Report on Form 10-K (and amendment thereto on
Form 10-K/A).
RECENT DEVELOPMENTS
In January 1997, Orion consummated a series of transactions that are described
below.
ACQUISITION OF ORION ATLANTIC LIMITED PARTNERSHIP INTERESTS IN THE EXCHANGE
On January 31, 1997, the Company acquired all of the limited partnership
interests which it did not already own in the Company's operating subsidiary,
Orion Atlantic, that owns the Orion 1 satellite. Specifically, the Company
acquired the Orion Atlantic limited partnership interests and other rights
relating thereto held by British Aerospace Communications, Inc., COM DEV
Satellite Communications Limited, Kingston Communications International Limited,
Lockheed Martin Commercial Launch Services, Inc., MCN Sat US, Inc., an affiliate
of Matra Hachette, and Trans-Atlantic Satellite, Inc., an affiliate of Nissho
Iwai Corp. (collectively, the "Exchanging Partners").
Pursuant to a Section 351 Exchange Agreement and Plan of Conversion (the
"Exchange Agreement"), the Exchanging Partners exchanged (the "Exchange"), their
Orion Atlantic limited partnership interests for 123,172 shares of a newly
created class of the Company's Series C 6% Cumulative Convertible Redeemable
Preferred Stock (the "Series C Preferred Stock"). In addition, the Company
acquired certain rights held by certain of the Exchanging Partners' to receive
repayment of various advances (aggregating approximately $41.4 million at
December 31, 1996). The 123,172 shares of Series C Preferred Stock issued in the
Exchange are convertible into approximately 7 million shares of the Company's
Common Stock. As a result of the Exchange, certain of the Exchanging Partners
became principal stockholders of the Company. The exchange is described in
greater detail under the caption "The Merger, the Exchange and the Debenture
Investments" in the Company's Registration Statement on Form S-4 (Registration
No. 333-19795).
The Exchange and the acquisition by the Company of the only outstanding minority
interest in the Company's subsidiary Asia Pacific Space and Communications, Ltd.
from British Aerospace Satellite Investments, Inc. on January 8, 1997 (in
exchange for approximately 86,000 shares of the Company's Common Stock) results
in the Company owning 100% of Orion Atlantic and its other significant
subsidiaries and, therefore, a greatly simplified corporate structure.
9
<PAGE>
ORION NETWORK SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE A. BASIS OF PRESENTATION (CONTINUED)
THE MERGER
The Exchange was conducted on a tax-free basis by means of a Merger (defined
below) that was consummated on January 31, 1997. Pursuant to the Exchange
Agreement, Orion Oldco Services, Inc., formerly known as Orion Network Systems,
Inc. ("Old Orion"), formed the Company as a new Delaware corporation with a
certificate of incorporation, bylaws and capital structure substantially
identical in all material respects with those of Old Orion. Also pursuant to the
Exchange Agreement, the Company formed a wholly owned subsidiary, Orion Merger
Company, Inc. ("Orion Merger Subsidiary"). Pursuant to an Agreement and Plan of
Merger, Orion Merger Subsidiary was merged with and into Old Orion, and Old
Orion became a wholly owned subsidiary of the Company (the "Merger"). On January
31, 1997, the effective time of the merger, all of the stockholders of Old Orion
received stock in the Company with substantially identical rights to the Old
Orion stock they held prior to the effective time of the Merger. Following the
Merger, the Company changed its name from Orion Newco Services, Inc. to Orion
Network Systems, Inc. and the Company's wholly owned subsidiary Orion Network
Systems, Inc. changed its name to Orion Oldco Services, Inc. The Exchange and
Merger are describe in greater detail under the caption "The Merger, the
Exchange and Debenture Investments" in the Company's Registration Statement on
Form S-4 (Registration No. 333-19795).
The Company is the successor issuer to Old Orion and filed a Registration
Statement on Form 8-B with the Securities and Exchange Commission on January 31,
1997, to register all the issued and outstanding shares of Common Stock and
preferred stock of the Company. The Company is considered the successor to Old
Orion for purposes of the NASDAQ National Market and the Company's Common Stock
is quoted on the NASDAQ National Market under the trading symbol "ONSI".
FINANCINGS
On January 31, 1997, the Company completed a $710 million bond offering (the
"Bond Offering") comprised of approximately $445 million of Senior Note Units,
each of which consists of one 11.25% Senior Note due 2007 (a "Senior Note") and
one Warrant to purchase 0.8463 shares of Common Stock, par value $.01 per share
("Common Stock") of the Company (a "Senior Note Warrant"), and approximately
$265.4 million of Senior Discount Note Units, each of which consists of one
12.5% Senior Discount Note due 2007 (a "Senior Discount Note," and together with
the Senior Notes, the "Notes") and one Warrant to purchase 0.6628 shares of
Common Stock of the Company (a "Senior Discount Note Warrant, and together with
Senior Note Warrants, the "Warrants"). Interest on the Senior Notes will be
payable semi-annually in cash on January 15 and July 15 of each year, with the
first payment made on July 15, 1997. The Senior Discount Notes will not pay cash
interest prior to January 15, 2002. Thereafter, cash interest will accrue until
maturity at an annual rate of 12.5% payable semi-annually on January 15 and July
15 of each year, commencing July 15, 2002. The exercise price for the Warrants
will be $.01 per share of Common Stock of the Company. The shares of Common
Stock of the Company initially issuable upon exercise of the Warrants represent
approximately 2.62% of the outstanding Common Stock of the Company on a fully
diluted basis as of January 31, 1997. The Bond Offering was underwritten by
Morgan Stanley & Co. Incorporated and Merrill Lynch & Co. The foregoing
description of the Notes is qualified in its entirety by the description of such
Notes in the Indentures and notes documents, copies of which have been filed as
exhibits to the Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 31, 1997.
10
<PAGE>
ORION NETWORK SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE A. BASIS OF PRESENTATION (CONTINUED)
FINANCINGS (CONTINUED)
In addition, on January 31, 1997, the Company also completed the sale of $60
million of its convertible junior subordinated debentures (the "Debentures") to
two investors, British Aerospace Holdings, Inc. ("British Aerospace") and Matra
Marconi Space UK Limited ("Matra Marconi Space"). British Aerospace purchased
$50 million of the Debentures and Matra Marconi Space purchased $10 million of
the Debentures (collectively, the "Debentures Offering", and together with the
Bond Offering, the "Financings"). The Debentures will mature in 2012, and will
bear interest at a rate of 8.75% per annum to be paid semi-annually in arrears
solely in Common Stock of the company. The debentures are subordinated to all
other indebtedness of the Company, including the Notes.
The net proceeds of the Bond Offering and Debentures Offering were used by the
Company to repay the Orion 1 credit facility, pre-fund the first three years of
interest payments on certain of the Notes, and will be used to build and launch
two additional satellites, Orion 2 and Orion 3.
The extraordinary loss on extinguishment of debt of $15.8 million for the six
months ended June 30, 1997 is the result of expensing unamortized deferred
financing costs associated with the Orion 1 credit facility which was refinanced
with the proceeds from the Bond offering and termination of a interest rate cap
agreement.
ACQUISITION OF TELEPORT EUROPE GMBH
On March 26, 1997, Orion acquired German-based Teleport Europe GmbH ("Teleport
Europe"), a communications company specializing in private satellite networks
for voice and data services for $8.9 million. The Company has consolidated the
operations of Teleport Europe for the six months ended June 30, 1997,
retroactively to January 1, 1997. The effect of this consolidation on operations
prior to acquisition was to increase consolidated revenues by approximately $4.1
million, increase total operating expenses by approximately $4.0 million and
other expenses by approximately $0.7 million. The pre-acquisition loss of
Teleport Europe of $0.6 million has been deducted from the consolidated
statement of operations for the six months ended June 30, 1997.
BUSINESS AND OWNERSHIP
Orion Network Systems, Inc. is a holding company with no assets or operations
other than its investments in its subsidiaries. Through the operations of the
following subsidiaries ("Subsidiary Guarantors"), the Company's principal
business is the provision of satellite-based communications services:
<TABLE>
<S> <C>
Name Jurisdiction of organization or Incorporation
------------------------------------------- ----------------------------------------------
Asia Pacific Space and
Communications, Ltd. Delaware
International Private
Satellite Partners, L.P. Delaware
Orion Network Systems - Asia Pacific,
Inc. (formerly Orion Asia Pacific
Corporation) Delaware
Orion Network Systems - Europe, Inc.
(formerly Orion Atlantic Europe, Inc.) Delaware
</TABLE>
11
<PAGE>
ORION NETWORK SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE A. BASIS OF PRESENTATION (CONTINUED)
BUSINESS AND OWNERSHIP (CONTINUED)
<TABLE>
<CAPTION>
Name Jurisdiction of organization or Incorporation
--------------------------------- ---------------------------------------------------
<S> <C>
OrionNet Finance Corporation Delaware
OrionNet, Inc. Delaware
Orion Network Services, Inc.
(formerly Orion Satellite
Corporation) Delaware
Teleport Europe GmbH Federal Republic of Germany
</TABLE>
Each of the Subsidiary Guarantors is a wholly (100%) owned subsidiary of the
Company. The Subsidiary Guarantors comprise all of the direct and indirect
subsidiaries of the Company (other than inconsequential subsidiaries).
Separate financial statements of the Subsidiary Guarantors are not presented
because (a) such Subsidiary Guarantors have jointly and severally guaranteed the
Notes on a full and unconditional basis, (b) the aggregate assets, liabilities,
earnings and equity of the Subsidiary Guarantors are substantially equivalent to
the assets, liabilities, earnings and equity of the Company on a consolidated
basis, and (c) management has determined that such information is not material
to investors.
NOTE B. LONG-TERM DEBT
Long-term debt consists of the following:
JUNE 30, DECEMBER 31,
------------- -----------
1997 1996
Senior notes ($445.0 million, net of unamortized
discount of $5.2 million) $ 439,825,447 $ --
Senior discount notes ($265.4 million, plus interest
accretion of approximately $13.8 million, net of
unamortized discount of $4.4 million) 274,812,039 --
Convertible debentures 59,750,000 --
Senior notes payable - banks -- 207,714,842
Notes payable - TT&C Facility 6,504,785 6,956,624
Satellite incentive obligations 7,991,908 22,373,746
Notes payable - STET -- 5,550,000
Notes payable - limited partners -- 8,050,000
Other 2,636,433 2,566,687
------------- -----------
Total long-term debt 791,520,612 253,211,899
Less: current portion 9,132,048 34,975,060
------------- -----------
Long-term debt less current portion $ 782,388,564 $218,236,839
============= ===========
12
<PAGE>
ORION NETWORK SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE C. REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
During the six months ended June 30, 1997, certain preferred stockholders
exercised their right to convert 10 shares of preferred stock into 1,176 shares
of Common Stock at prices ranging from $8.50 to $10.20 per share.
NOTE D. COMMITMENTS AND CONTINGENCIES
In October 1995, Skydata Corporation ("Skydata"), a former contractor, filed
suit against Orion Atlantic, Orion Satellite Corporation and Orion, in the
United States District Court for the Middle District of Florida, claiming that
certain Orion Atlantic operations using frame relay switches infringe on a
Skydata patent. Skydata's suit sought damages in excess of $10 million and asked
that any damages assessed be trebled. On December 11, 1995, the Orion parties
filed a motion to dismiss the lawsuit on the grounds of lack of jurisdiction and
violation of a mandatory arbitration agreement. In addition, on December 19,
1995, the Orion parties filed a Demand for Arbitration against Skydata with the
American Arbitration Association in Atlanta, Georgia, requesting damages in
excess of $100,000 for breach of contract and declarations, among other things,
that Orion and Orion Atlantic own a royalty-free license to the patent, that the
patent is invalid and unenforceable and that Orion and Orion Atlantic have not
infringed on the patent. On March 5, 1996, the court granted the Company's
motion to dismiss the lawsuit on the basis that Skydata's claims are subject to
arbitration. Skydata appealed the dismissal to the Untied States Court of
Appeals for the Federal Circuit. Skydata also filed a counterclaim in the
Arbitration proceedings asserting a claim for $2 million damages as a result of
the conduct of Orion and its affiliates. On May 15, 1996, the arbitrator granted
the Orion parties' request for an initial hearing on claims relating to the
Orion parties' rights to the patent, including the co-ownership claim and other
contractual claims.
On November 9, 1996, Orion and Skydata executed a letter with respect to the
settlement in full of the pending litigation and arbitration. On August 12,
1997, the parties entered into a formal settlement. As part of the settlement,
the parties released all claims by either side relating in any way to the patent
and/or the pending litigation and arbitration. In addition, Skydata granted
Orion (and its affiliates) an unrestricted, world-wide paid-up license to make,
have made, use or sell products or methods under the patent and all other
corresponding continuation and reissue patents. Orion is to pay Skydata $437,000
over a period of two years as part of the settlement.
While Orion is party to regulatory proceedings incident to its business, there
are no material legal proceedings pending or, to the knowledge of management,
threatened against Orion or its subsidiaries.
13
<PAGE>
ORION NETWORK SYSTEMS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
Orion Network System, Inc.'s ("Orion" or the "Company") principal business is
the provision of satellite communications for private communications networks
and video distribution and other satellite transmission services. From its
inception in 1982 through January 20, 1995, when Orion 1 commenced commercial
operations, Orion was a development stage enterprise. Prior to January 1995,
Orion's efforts were devoted primarily to monitoring the construction, launch
and in-orbit testing of Orion 1, product development, marketing and sales of
interim private communications network services, raising financing and planning
Orion 2 and Orion 3.
Through January 31, 1997, Orion Satellite Corporation was the sole general
partner in Orion Atlantic, L.P. ("Orion Atlantic") and had a 41 2/3% equity
interest in Orion Atlantic. As a result of Orion's control of Orion Atlantic
during 1996, Orion's consolidated financial statements include the accounts of
Orion Atlantic. All of Orion Atlantic's revenues and expenses are included in
Orion's consolidated financial statements, with appropriate adjustment to
reflect the interests of the Limited Partners in Orion Atlantic's losses prior
to the Exchange (as described in Note A to the Condensed Consolidated Financial
Statements). The assets and liabilities reported in the consolidated balance
sheet at December 31, 1996 primarily pertain to Orion Atlantic. Orion's
consolidated financial statements also include the accounts of all other
subsidiaries of Orion. See Note A to the Condensed Consolidated Financial
Statements for a discussion of recent developments.
All subsidiaries of Orion ("Subsidiary Guarantors"), other than inconsequential
subsidiaries, have unconditionally guaranteed the Notes (as defined below) on a
joint and several basis. No restrictions exist on the ability of Subsidiary
Guarantors to pay dividends or make other distributions to Orion, except to the
extent provided by law generally (e.g., adequate capital to pay dividends under
state corporate laws).
ORION 2 AND ORION 3 COMMENCEMENT OF CONSTRUCTION
Orion 2 and Orion 3 Construction Contracts. Orion commenced construction of
Orion 2 in February 1997 under a satellite procurement contract with Matra
Marconi Space. Orion commenced construction of Orion 3 in December 1996 under a
satellite procurement contract with Hughes Space and Communications
International, Inc.
Pre-Construction Lease on Orion 3. Orion has entered into a contract with DACOM
Corp., a Korean communications company ("DACOM"), under which DACOM will,
subject to certain conditions, lease eight dedicated transponders on Orion 3 for
13 years, in return for approximately $89 million, payable over a period from
December 1996 through seven months following the lease commencement date for
transponders (which is scheduled to occur by January 1999). Payments are subject
to refund unless Orion 3 commences commercial operation by June 30, 1999.
OVERVIEW
Orion's revenues are principally generated under three to five year contracts
for delivery of communications services. Such revenues are derived principally
from recurring monthly fees from its customers, although many contracts include
initial non-recurring installation and other fees. These non-recurring fees
generally are structured to cover the Company's actual costs of installation of
the customer's site-based equipment. The revenues from each contract vary,
depending upon the type of service, amount of capacity, data handling ability of
the network, the number of very small aperture terminals ("VSATs") (which
generally are owned by Orion), value-added services and other factors. Depending
on the complexity of the services to be provided to a customer, the period
between the date of signature of a contract and the commencement of actual
services (and receipt of fees) typically ranges from 30 days to six months.
Substantially all of Orion's contracts are denominated in U.S. dollars, although
some contracts are denominated in pounds sterling, deutschemarks, Austrian
shillings or French francs. Orion begins to record revenues under its contracts
upon service commencement to the customer.
14
<PAGE>
ORION NETWORK SYSTEMS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
(CONTINUED)
The services provided by Orion have been subject to decreasing prices over
recent years and this pricing pressure is expected to continue (and may
accelerate) for the foreseeable future, particularly if, as expected, capacity
continues to increase. Orion will need to increase its volume of sales in order
to compensate for such price reductions. Orion believes that customers will
increase the data speeds in their communications networks to support new
applications, and that such upgrading of customer networks will lead to
increased revenues that will mitigate the effect of price reductions. However,
there can be no assurance that this will occur. Orion expects to continue to
incur net losses and negative cash flow (after payments for capital expenditures
and interest) for the foreseeable future.
Orion's direct cost of services includes principally (i) costs relating to the
installation, maintenance and licensing of VSAT earth stations at its customers'
premises; (ii) satellite lease payments for transponder capacity (generally for
services outside of the Orion 1 footprint); and (iii) associated miscellaneous
expenses. Sales and marketing expenses consist of salaries, sales commissions
(including commissions to third party sales representatives), travel and
promotion expenses. The Company has recently commenced a significant expansion
of its marketing program and expects to continue this expansion through 1997.
Due to the complexity of the Company's services, and the continued expansion of
sales personnel, sales and marketing expense is expected to continue to increase
significantly during 1997. Engineering and technical expenses, consisting
principally of personnel costs and travel, relate to tracking, telemetry and
command ("TT&C"), network monitoring, network design and similar activities. The
Company constructed its TT&C facilities to control two satellites. As a result,
the Company anticipates a slight increase in costs with Orion 2 and a more
substantial increase in costs with Orion 3, which will require separate TT&C
facilities. General and administrative expenses consist of in-orbit insurance
premiums, personnel costs other than for sales, marketing and engineering,
professional services, and occupancy costs. These costs will increase generally
as the Company's operations expand. Specifically, in-orbit insurance costs will
increase significantly following the launches of Orion 2 and Orion 3.
Depreciation and amortization expenses result mainly from the depreciation of
the Orion 1 satellite, VSATs and the related equipment to service the expansion
of the private network communication services business as well as the
amortization of goodwill and will increase substantially after the launch of
Orion 2 and Orion 3. Interest income is primarily the result of interest earned
on the proceeds form Orion's private and public financings. Interest costs have
increased substantially as a result of the bond offering completed January 31,
1997. Orion's costs (other than sales commissions) generally do not vary
substantially with the amount of revenue from Orion 1 satellite.
RESULTS OF OPERATIONS
Three and Six Month Periods Ended June 30, 1997 Compared to the Three and Six
Month Periods Ended June 30, 1996.
Consolidation of Teleport Europe GmbH. On March 26, 1997, Orion acquired
German-based Teleport Europe GmbH ("Teleport Europe"), a communications company
specializing in private satellite networks for voice and data services. The
Company has consolidated the operations of Teleport Europe for the six months
ended June 30, 1997, retroactively to January 1, 1997. The effect of this
consolidation on operations prior to acquisition was to increase consolidated
revenues by approximately $4.1 million, increase total operating expenses by
approximately $4.0 million and other expenses by approximately $0.7 million. The
preacquisition loss of Teleport Europe of $0.6 million has been deducted from
the consolidated statement of operations for the six months ended June 30, 1997.
Revenue and bookings. Total revenue for the three and six months ended
June 30, 1997 was $16.7 and $36.9 million, compared to $10.1 and $17.8 million
for the same periods in 1996, an increase of 65% and 107%, respectively.
Revenues from private communications network services were $7.8 and $15.7
million for the second quarter and year to date and $4.0 and $6.9 million for
the comparable periods in 1996, as the number of customer sites in service
increased approximately 148%. Revenues from video communications services and
transponder capacity leasing were $8.7 and $16.9 million for the second quarter
and year to date compared to $6.1 and $10.6
15
<PAGE>
ORION NETWORK SYSTEMS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
(CONTINUED)
million for the comparable periods in 1996. Revenues for the six months ended
June 30, 1997, included $4.3 million of equipment sales of which $3.8 million
was associated with a sales type lease to an existing customer.
At June 30, 1997, Orion had a customer contract backlog (representing future
revenues under contract) of approximately $253.8 million compared to $132.1
million at June 30, 1996. Revenue from customer contract backlog is typically
earned over contract terms of three to five years.
OPERATING EXPENSES
Direct expenses. Direct expenses for the three and six months ended June 30,
1997 were $3.3 million and $8.7 million as compared to $1.4 million and $2.5
million for the same periods in 1996. The increase of $1.9 million or 136% for
the three months ended June 30, 1997 is attributable to additional leased space
segment costs outside the Orion 1 footprint. The increase of $6.2 million, or
approximately 248%, for the six months ended June 30, 1997, were primarily
attributable to the cost of equipment associated with a sales-type equipment
lease to an existing customer, leased space segment, site maintenance and other
operational costs associated with the increased sites in service for the period.
Sales and marketing expenses. Sales and marketing expenses were $4.4 million and
$8.6 million respectively, for the three and six months ended June 30, 1997, as
compared to $2.9 million and $5.0 million for the same periods in 1996. The
increase of $1.5 million or 52% and $3.6 million or 72% for the three and six
months ended June 30, 1997, are related to additional sales personnel and
commissions, consulting and advertising associated with the growth in private
communications network service business.
Engineering and technical services expenses. Engineering and technical services
expenses were $2.7 million and $5.4 million for the three and six months ended
June 30, 1997, as compared to $2.1 million and $4.2 million for the comparable
periods in 1996. The increase of $0.6 million or 29% and $1.2 million or 29%,
respectively for the three and six months ended June 30, 1997 is related to
additional engineering and technical staff associated with the Teleport Europe
acquisition.
General and administrative expenses. General and administrative expenses were
$5.0 million and $9.8 million for the three and six months ended June 30, 1997,
compared to $4.1 million and $7.6 million for the same periods in 1996. The
increase of $0.9 or 22% and $2.2 million or 29% for the three and six months
ended June 30, 1997, was primarily due to additional administrative staff
associated with the Teleport Europe acquisition, outside services and other
expenses.
Depreciation and amortization. Depreciation and amortization expense for the
three and six months ended June 30, 1997 was $12.1 million and $23.7 million, an
increase of $3.4 million or 39%, and $6.1 million or 35% respectively, over the
same periods in 1996. The increase is primarily a result from depreciation on
the step up in basis on the Orion 1 satellite, the amortization of excess cost
over fair value of net assets acquired from the acquisition of the Limited
Partner's interest in Orion Atlantic and depreciation of ground equipment to
service the expansion of the private network communication services business.
Interest. Interest income was $8.7 million and $12.1 million for the three and
six months ended June 30, 1997, compared to $0.6 million and $1.3 million, an
increase of $8.1 million or 1,350% and $10.8 million or 831% for the same
periods in 1996. The increase in interest income during the first six months of
1997 is primarily a result of interest earned on the proceeds from the Company's
public Bond Offering in January 1997. Interest expense, net of capitalized
interest, was $22.4 million and $40.0 million for the three and six months ended
June 30, 1997, and $6.3 million and $13.8 million for the comparable periods in
1996. The increase in interest expense of $26.2 million in
16
<PAGE>
ORION NETWORK SYSTEMS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
(CONTINUED)
the first six months of 1997 is attributable to additional interest resulting
from the completion of the Company's financings in January 1997 (See Note A to
the Condensed Consolidated Financial Statements).
Extraordinary loss on extinguishment of debt. The extraordinary loss on
extinguishment of debt of $15.8 million for the six months ended June 30, 1997
is the result of expensing unamortized deferred financing costs of the Orion 1
credit facility which was refinanced with the proceeds from the Company's recent
Bond Offering and termination of an interest rate cap agreement.
Net loss. The Company incurred net losses of $24.7 million and $50.7 million,
$7.1 million and $14.8 million for the three and six months ended June 30, 1997
and 1996, respectively, after deduction of the limited partners' and minority
interests' share in the Company's losses of $0 million and $12 million, $7.9
million and $17.6 million, respectively, and elimination of the preacquisition
loss of Teleport Europe of $.6 million from the consolidated statement of
operations for the six months ended June 30, 1997.
LIQUIDITY AND CAPITAL RESOURCES
PRIOR FUNDING. Orion has required significant capital for operating and
investing activities in the development of its business, and will continue to
need to expend significant additional capital in the future to develop fully its
global satellite communications system. The Company's funding for its operations
through January 1997 had been provided primarily by the sale of equity
securities, including the completion of its initial public offering in August
1995 which generated proceeds to the Company of approximately $52 million (net
of underwriting discounts), bank loans, vendor financing, lease arrangements and
short-term loans from its investors. Funding for the construction and launch of
the Orion 1 satellite and related facilities was fully committed through $90
million of equity from the limited partners of Orion Atlantic, an aggregate of
$251 million under a secured bank credit facility and approximately $11 million
under other debt facilities, dedicated primarily to the construction of the TT&C
facility, which is being used to control Orion 1. The Orion 1 credit facility
was refinanced in January 1997 with the proceeds from the Bond Offering and
concurrently with the Bond Offering, Orion acquired all of the limited
partnership interests (which it did not already own) in Orion Atlantic in
exchange for 123,172 shares of Series C Convertible Preferred Stock representing
approximately 7 million underlying shares of Common Stock.
EXISTING CAPITAL RESOURCES. The net proceeds of the January 1997 Bond Offering
to the Company were approximately $684 million, and the net proceeds of the
Debentures Offering were approximately $59 million. Of the Bond Offering
proceeds, approximately $223 million was used for repayment of the Orion 1
credit facility (including payment of accrued interest and hedge breakage
costs), approximately $24 million was used to make certain initial payments for
the Orion 2 satellite contract, approximately $13 million was used to pay
accrued satellite incentive fees under the Orion 1 satellite contract and
approximately $4 million was used to pay amounts owing to STET, a former limited
partner of Orion Atlantic. As of June 30, 1997, the Company had cash and cash
equivalents of $75 million and restricted and segregated cash of $405 million,
including $267 million which was segregated by the Company to be used to make
payments for additional satellites and certain related costs. The restricted and
segregated cash included plus $134 million plus accrued interest of $3.9 million
placed in a pledged account (to pre-fund the first six interest payments on the
senior notes).
EXISTING INDEBTEDNESS
NOTES. In the Bond Offering, Orion issued approximately $445 million of 11.25%
Senior Notes due 2007 and approximately $484 million principal amount at
maturity ($265.4 million initial accreted value) of 12.5% Senior Discount Notes
due 2007. Interest on the Senior Notes is payable semi-annually in cash on
January 15 and July 15 of each year, commencing July 15, 1997. The Senior
Discount Notes do not accrue cash interest prior to January 15, 2002.
Thereafter, cash interest will accrue until maturity at an annual rate of 12.5%
payable semi-annually on January 15 and July 15 of each year, commencing July
15, 2002.
17
<PAGE>
ORION NETWORK SYSTEMS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
(CONTINUED)
The Notes have the benefit of guarantees issued by each of the material
subsidiaries of the Company. The Senior Notes initially are secured by the
securities purchased with the $134 million held in a pledged account until the
Company makes the first six scheduled interest payments on the Senior Notes and
thereafter the Senior Notes will be unsecured. The Senior Discount Notes are
unsecured. The Notes are redeemable, at the Company's option, in whole or in
part, at any time on or after January 15, 2002 at specified redemption prices.
In the event of a change in control (as defined in the indentures relating to
the Notes), the Company will be obligated to make an offer to purchase all
outstanding Notes at a purchase price equal to 101% of their principal or
accreted value, plus accrued and unpaid interest thereon to the repurchase date.
The indebtedness evidenced by the Notes ranks pari passu in right of payment
with all existing and future unsubordinated indebtedness of the Company and the
guarantors, respectively, and senior in right of payment to all existing and
future subordinated indebtedness of the Company and the guarantors. The
indentures relating to the Notes (the "Indentures") contain certain covenants
which, among other things, restrict distributions to stockholders of the
Company, the repurchase of equity interests in the Company and the making of
certain other investments and restricted payments, the incurrence of additional
indebtedness by the Company and its restricted subsidiaries, the creation of
certain liens, certain asset sales, transactions with affiliates and related
parties, and mergers consolidations. The foregoing description of the notes is
qualified in its entirety by the terms of such Notes contained in the Indentures
and Notes documents.
DEBENTURES. In January 1997, the Company also completed the sale of $60 million
of its Debentures to British Aerospace ($50 million) and Matra Marconi Space
($10 million). The Debentures will mature in 2012, and will bear interest at a
rate of 8.75% per annum to be paid semi-annually in arrears solely in Common
Stock of the Company at prices of between $10.21 and $14.00 per share, depending
on the average trading prices of the Common Stock during the applicable
measurement period. The Debentures (and accrued but unpaid interest) may be
converted in whole or in part into Common Stock at any time at an initial
conversion rate of $14.00 per share, as adjusted for stock splits or other
recapitalizations, certain dividends or issuances of stock to all stockholders,
issuances of stock (or certain rights to acquire stock) at a price per share
below $14.00 and other events.
Orion may at any time (except during 90 days after a change in control) redeem
all or part (but not less than 25% on any one occasion) of the Debentures for
cash consideration determined by multiplying the number of shares of Common
Stock issuable upon conversion of the Debentures by the greater of (i) the
average price of the Common Stock over the 20 trading days preceding the
redemption or (ii) $17.50 per share. Alternatively, Orion, in its sole
discretion, may effect the sale through a public or private offering, of the
Common Stock underlying the Debentures or received as payment of dividends on,
the Debentures. In such event, the holders of the Debentures will be entitled to
receive a price per share equal to the greater of (a) at least 95% of the
average closing price of the Common Stock over the preceding 20 trading days or
(b) $17.50 per share. From and after the time when less than $50 million of
Notes remain outstanding, in the event of a change of control of Orion (defined
as the acquisition by any stockholder of a majority of the voting securities of
Orion), either Orion or any holder of the Debentures may, within 90 days after
such change of control, require the sale of the Debentures, as converted into
Common Stock, to Orion for a purchase price equal to the greater of (a) the
price payable in an optional redemption (as described above) and (b) the price
paid to holders of Common Stock in the change of control transaction. The
Indentures for the Notes contain a covenant which will effectively prohibit
Orion from honoring such right.
The Debentures are subordinated to all other indebtedness of the Company,
including the Notes. The Debentures contain minimal covenants and events of
default so long as $50 million or more of the Notes remain outstanding, but a
more extensive set of covenants and events of default will apply after less than
$50 million of Notes are outstanding.
18
<PAGE>
ORION NETWORK SYSTEMS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(CONTINUED)
OTHER INDEBTEDNESS AND OTHER OBLIGATIONS. At June 30, 1997, the Company had
outstanding indebtedness of approximately $6.5 million under a seven year term
loan provided by General Electric Capital Corporation ("GECC") for the TT&C
facility and various assets relating thereto. Additionally, at June 30, 1997 the
Company had obligations of approximately $8.0 payable to the manufacturer of
Orion 1 through 2007.
Current Funding Requirements. Based upon its current expectations for growth,
the Company anticipates it will have substantial funding requirements over the
next three years to fund the costs of Orion 2 and Orion 3, the purchase of
VSATs, other capital expenditures and other capital needs. Interest charges on
the Senior Notes over the next three years are fully provided for by restricted
cash.
The in-orbit delivered costs of the Orion 2 and Orion 3 satellites are expected
to aggregate approximately $500 million. In addition to the $48 million incurred
through the second quarter of 1997, Orion will need to make payments of
approximately $50 million, $350 million and $50 million in 1997, 1998 and 1999,
respectively. These amounts include the Company's estimate regarding the cost of
launch insurance, although the Company has not had material discussions with
potential insurers and has not received any commitment to provide insurance. The
contracts for Orion 2 and Orion 3 provide firm fixed prices for the construction
and launch of those satellites and provides for penalties in the event of late
delivery by the manufacturer, however, the Company's actual payments could be
substantially higher due to any change orders for the satellites, insurance
rates, delays and other factors.
The Company anticipates that its existing cash balances and payments under the
DACOM contract will be sufficient to meet substantially all of its capital
requirements for the delivery in orbit of Orion 2 and Orion 3. In connection
with the Bond Offering, the Company segregated $273 million of the net proceeds
to make payments for additional satellites and certain related costs (or to pay
interest and principal on the Notes). The Company also can use a portion of its
working capital for such costs if it chooses to do so. The Company had working
capital of $89.7 million at June 30, 1997. However, there can be no assurance
that cost increases for Orion 2 and/or Orion 3 due to change orders, insurance
rates or construction delays, among other factors may not increase the Company's
capital requirements or that the Company's growth may vary from its expectations
resulting in changes in its cash requirements or expected cash.
The balance of the Company's funding requirements are dependent upon its growth
and cash flow from operations. The Company cannot predict whether its existing
resources and cash flows will be adequate to cover its future cash needs. If
existing resources and cash flows are not sufficient to cover the Company's
future cash needs, the Company will need to raise additional financing. The
Company does not have a revolving credit facility or other source of readily
available capital. Sources of additional capital may include public or private
debt, equity financings or strategic investments. To the extent that the Company
seeks to raise additional debt financing, the Indentures limit the amount of
such additional debt (under a variety of provisions contained in such
Indentures) and prohibit the Company from using Orion 1, Orion 2 or Orion 3 as
collateral for indebtedness for money borrowed. If the Company requires
additional financing and is unable to obtain such financing from outside sources
in the amounts and at the times needed, there would be a material adverse effect
on the Company.
EFFECTIVE OF RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, Earnings per Share, which is required to be adopted on December 31, 1997.
At that time, the Company will be required to change the method currently used
to compute earnings per share and to restate all prior periods. Under the new
requirements for calculating primary earnings per share, the dilutive effect of
stock options will be excluded. The impact of Statement No. 128 on the
calculation of primary or fully diluted earnings per share for these quarters is
not expected to be material.
19
<PAGE>
ORION NETWORK SYSTEMS, INC.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In October 1995, Skydata Corporation ("Skydata"), a former contractor, filed
suit against Orion Atlantic Orion Satellite Corporation and Orion, in the United
States District Court for the Middle District of Florida, claiming that certain
Orion Atlantic operations using frame relay switches infringe a Skydata patent.
Skydata's suit sought damages in excess of $10 million asked that any damages
assessed be trebled. On December 11, 1995, the Orion parties filed a motion to
dismiss the lawsuit on the grounds of lack of jurisdiction and violation of a
mandatory arbitration agreement. In addition, on December 19, 1995, the Orion
parties filed a Demand for Arbitration against Skydata with the American
Arbitration Association in Atlanta, Georgia, requesting damages in excess of
$100,000 for breach of contract and declarations, among other things, that Orion
and Orion Atlantic own a royalty-free license to the patent, that the patent is
invalid and unenforceable and that Orion and Orion Atlantic have not infringed
on the patent. On March 5, 1996, the court granted the Company's motion to
dismiss the lawsuit on the basis that Skydata's claims are subject to
arbitration. Skydata appealed the dismissal to the United States Court of
Appeals for the Federal Circuit. Skydata also filed a counterclaim in the
arbitration proceedings asserting a claim for $2 million damages as a result of
the conduct of Orion and its affiliates. On May 15, 1996, the arbitrator granted
the Orion parties' request for an initial hearing on claims relating to the
Orion parties' rights to the patent, including the co-ownership claim and other
contractual claims.
On November 9, 1996, Orion and Skydata executed a letter with respect to the
settlement in full of the pending litigation and arbitration. On August 12,
1997, the parties entered into a formal settlement. As part of the settlement,
the parties released all claims by either side relating in any way to the patent
and/or the pending litigation and arbitration. In addition, Skydata granted
Orion (and its affiliates) an unrestricted, world-wide paid-up license to make,
have made, use or sell products or methods under the patent and all other
corresponding continuation and reissue patents. Orion is to pay Skydata $437,000
over a period of two years as part of the settlement.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
20
<PAGE>
ORION NETWORK SYSTEMS, INC.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The 1997 Annual Meeting of Stockholders of the Company was held on May
22, 1997.
(b) Not applicable.
(c) The results of the voting at the Annual Meeting of Stockholders was as
follows:
(1)Election of Directors:
Nominee Term Expires For Against
- ---------------------- -------------------- ------------------- --------------
Richard J. Brekka 2000 18,464,203 136,506
Warren B. French, Jr. 2000 18,464,203 136,506
W. Anthony Rice 2000 18,464,203 136,506
(2) Adoption of Employee Stock Purchase Plan:
For: 15,280,148
Against: 52,766
Abstain: 941,464
(3) Adoption of 1997 Stock Option Plan:
For: 14,705,441
Against: 594,059
Abstain: 950,875
(4) Approval of the Restated Certification of Incorporation of Orion
Oldco Services, Inc.
For: 14,956,147
Against: 25,878
Abstain: 160,162
(5) Approval of Puente Stock Option Agreement:
For: 14,956,147
Against: 178,426
Abstain: 1,008,602
(6) Approval of Hauser Stock Option Agreement:
For: 14,895,202
Against: 238,221
Abstain: 1,009,952
(7) Ratification of Selection of Independent Auditors:
For: 18,588,996
Against: 11,301
Abstain: 100,412
21
<PAGE>
ORION NETWORK SYSTEMS, INC.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits required by Item 601 of Regulation S-K:
10.1 Amendment No. 1 to the Joint Investment Agreement, effective as
of July __, 1997, by and between Orion Asia Pacific Corp. and
Dacom Corp.
11.1 Statement regarding: Computation of Net Loss Per Common Share
27 Financial Data Schedule
a. Reports on Form S-K during the six months ended June 30, 1997.
The Company filed a Current Report on Form 8-K dated March 14, 1997.
Reporting cosummation of the Exchange. The Company also filed a
Current Report on Form 8-K dated March 26, 1997, reporting
consummation of the acquisition of Teleport Europe.
22
<PAGE>
ORION NETWORK SYSTEMS, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ORION NETWORK SYSTEMS, INC.
--------------------------------------
(Registrant)
Date: August 13, 1997 /s/ W. Neil Bauer
--------------------------------------
W. Neil Bauer, President
Chief Executive Officer and Director
(Principal Executive Officer)
Date: August 13, 1997 /s/ David J. Frear
--------------------------------------
David J. Frear, Vice President
Chief Financial Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
23
COMMERCIAL-IN-CONFIDENCE
AMENDMENT NO. 1 TO THE
JOINT INVESTMENT AGREEMENT BETWEEN
ORION ASIA PACIFIC CORP. AND DACOM CORP.
This Amendment No. 1 to the Joint Investment Agreement (the
"Amendment") effective as of July ___, 1997, by and between Orion Asia Pacific
Corp., a corporation organized and existing under the laws of Delaware, U.S.A.
("Orion") and DACOM CORP., a corporation organized and existing under the laws
of the Republic of Korea ("DACOM").
W I T N E S S E T H:
WHEREAS, the Parties have entered into a Joint Investment Agreement
dated November 11, 1996 (the "Agreement"), for Orion's provision to DACOM of a
payload on Orion 3 consisting of eight (8) 36 Mhz Ku-band transponders and three
(3) spare transponders which will cover the Korean Peninsula; and
WHEREAS, a satellite manufacturing contract for Orion 3 has been
executed between Orion and Hughes Space and Communications International, Inc.
(the "Satellite Manufacturer") on January 15, 1997 (the "Manufacturing
Contract") which contract provides for certain specifications for the DTH
Payload that are different from those set forth in Exhibit B of the Joint
Investment Agreement dated November 11, 1996; and
WHEREAS, the Parties desire to enter into an amendment to the Joint
Investment Agreement to reconcile differences between the existing Exhibit B
(Issue 2.2) of the Joint Investment Agreement and the proposed Exhibit B (Issue
3.0) resulting from the Manufacturing Contract;
NOW, THEREFORE, in consideration of the foregoing and intending to be
legally bound, the Parties hereto agree to amend the Agreement as follows:
1. Unless otherwise defined herein, all capitalized terms used herein shall
have the meanings given those terms in the Agreement.
2. Article 1, Definitions. The following definitions are hereby deleted in
their entirety and replaced with the following:
o "Acceptance Test Plan" means the plan for testing the Transponders and
Spare Transponders, both prior to launch and in-orbit, in the form and
substance set forth (or to be set forth) in (a) the Integrated Test
Plan which is attached hereto as Exhibit F, and (b) the detailed test
procedures for the In-Orbit Test Plan (part of the Integrated Test
Plan) which will be developed, within approximately four (4) months
prior to launch of Orion 3-- the objective of the In-Orbit Test Plan
will be to verify ground test results and the In-Orbit Test Plan
procedures will be
<PAGE>
consistent with customary and reasonable practice within the satellite
industry. In connection with the development of the In-Orbit Test
procedures, Orion and DACOM will work closely to coordinate input to
the Satellite Manufacturer.
o "Launch Failure" means the failure of Orion 3 within 180 days after
launch or the time prescribed within the insurance contract to be
procured by Orion, whichever occurs first (i) to reach its assigned
orbital location, or (ii) to have at least _____ ____________ of the
transponders meeting their respective technical specifications, or
(iii) to have sufficient stationkeeping fuel to achieve its required
orbital performance for a minimum of ________________ of the Orion 3
fifteen (15) year life (in-orbit maneuver life specified in the
Manufacturing Contract) upon reaching its assigned orbital location, or
(iv) to otherwise be commercially usable as a result of destruction or
damage incurred during launch;
The following definition is hereby be added to this Article:
o "DTH Service" shall have the meaning of a single multiplexed carrier
for digital broadcasting service with equipment and operated in a
manner consistent with industry standards and optimized to be received
by individual subscribers via dish antenna no larger than
______________________ in diameter.
3. Section 6.1(b), Notice of Transponder Failure. This Section is hereby
deleted in its entirety and replaced with the following:
Each Party shall notify the other Party as soon as reasonably possible upon
learning of the commencement of any event which, with the passage of time,
could result in a Transponder Failure and of the relevant facts known to it
concerning such event. For purposes of determining whether a Transponder
Failure has occurred, the point when a Transponder fails to meet its
Technical Specification shall be deemed to have commenced upon receipt by
Orion of written notification thereof from DACOM, sent via telefax (with
answerback being deemed evidence of receipt by Orion), subject to Orion's
verification that the Transponder is not performing pursuant to the
Technical Specifications in any material respect. The event which, with the
passage of time, could result in a Transponder Failure shall be deemed to
have ended, and the Transponder shall be deemed to have been restored, upon
receipt by DACOM, of written notification from Orion, sent via telefax
(with answerback being deemed evidence of receipt by DACOM), that such
Transponder has resumed performance in accordance with the Technical
Specifications in all material respects or that a Spare Transponder has
been made available to DACOM. For purposes of this Article only, notice as
required under this provision shall be sent to the following:
<PAGE>
FOR DACOM: -----------------------------------
Tel:-------------------------------
Fax:-------------------------------
FOR ORION: -----------------------------------
Tel:-------------------------------
Fax:-------------------------------
4. Section 6.1(c), Restoration. The following is hereby added to the end
of this Section:
Additionally, DACOM agrees to fully cooperate with Orion's reasonable
requests to test the Transponders in the event of a Transponder
Failure. DACOM understands that such testing may require Orion to
divert certain traffic on the Transponders. Orion shall conduct such
testing in a way and during periods in which there will be no or
little impact to DACOM or its customers. Orion shall consult with
DACOM, consistent with the requirements necessitating the testing,
regarding the need, if any, to interrupt the service on the
Transponders. Orion shall give DACOM as much advance notice as
practicable of the need to interrupt any service on the Transponders.
5. Section 11.2 is hereby deleted and replaced with the following:
EXCEPT AS SPECIFICALLY SET FORTH IN ARTICLE 17 HEREOF, ORION MAKES NO
REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED AS TO THE
CONDITION OF ORION 3 OR THE TRANSPONDERS OR SPARE TRANSPONDERS. ALL
SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. DACOM ACKNOWLEDGES
THAT ORION MAKES NO WARRANTIES BEYOND THOSE SPECIFICALLY SET FORTH
HEREIN, AND THAT THERE IS NO IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE ASSOCIATED WITH ORION 3 OR THE
TRANSPONDERS OR SPARE TRANSPONDERS. DACOM SHALL INDEMNIFY ORION AND
HOLD ORION HARMLESS FROM ANY CLAIMS MADE UNDER ANY WARRANTY OTHER THAN
THOSE SPECIFICALLY SET FORTH HEREIN OR REPRESENTATIONS BY DACOM TO ANY
THIRD PARTY AS TO ORION 3 OR THE TRANSPONDERS.
6. The following is hereby added to the end of Section 13.1:
Orion shall keep DACOM informed in writing on a periodic basis of any
relevant information regarding the frequency coordination issues.
7. The following is hereby added as a separate paragraph at the end of
Article 7:
<PAGE>
Given DACOM's DTH Service objective, Orion hereby agrees, during the
Term, not to reduce the EIRP performance of the DACOM payload below
the Technical Specifications contained in Exhibit B (Issue 4.0) for
any frequency coordination purpose without DACOM's prior written
consent, which consent, having due regard for the DTH Service intended
for use by DACOM, shall not be unreasonably withheld.
In the event Orion violates the foregoing with respect to Transponders
which have not been retained by DACOM pursuant to Section 17.7, DACOM
shall be entitled to the following:
(a) Injunctive relief; and/or
(b) Actual damages, as determined by a court of competent
jurisdiction, in an amount not to exceed US$71,314
____________________________________ multiplied by the number of
months remaining in the Term for each Transponder suffering from
a reduction to the EIRP performance (the "Capped Amount"). In
this case, as long as the actual damages determined by the court
and paid by Orion to DACOM are less than the Capped Amount, DACOM
is entitled to keep utilizing the Transponder for any commercial
purpose, and if the actual damages determined by the court are
the Capped Amount, upon payment of such damages by Orion, DACOM
shall have no further right to use the Transponders.
8. The following is hereby added as Article 17 hereto:
ARTICLE 17.
_______________________ WARRANTY
17.1 _________________ Warranty. Subject to the provisions of this
Article 17, Orion hereby warrants to DACOM the following:
(a) During the Warranty Period (as defined below),
____________________, there will be no Degradation (as defined below)
______________________ (as defined below); and
(b) During the Warranty Period, _________________, there will be no
increase in Degradation ___________________________________ contained
in the original Agreement dated November 11, 1996 to that resulting
from this Amendment (collectively the "Warranty").
<PAGE>
The above Warranty shall not apply to (a)-----------------------------
_______________________________; (b) ___________________; and/or (c)
any Successor Satellite Orion chooses to launch, unless the Parties
mutually agree in writing.
(c) For purposes of this Article 17 the following definitions shall
apply:
i. ___________________________.
ii. ___________________________.
iii. Warranty Period: the period of time beginning November 11, 1996
and ending at the end of the second Additional Test completed
pursuant to Article 17.7. or 5 months after the Commencement
Date, whichever is earlier.
(d) Limitation of Breach Claims. DACOM's remedies for breach of the
Warranty under this Article 17 shall be limited to the procedures set
forth in this Section 17 for Additional Tests and Arbitration (if the
facts are disputed); under no circumstances shall DACOM have the right
to make a subsequent Warranty claim during the Warranty Period or
thereafter.
17.2 FREQUENCY COORDINATION TESTING. (a) During In-Orbit Testing and
after consultation and coordination with DACOM, Orion shall analyze
the Transponders for interference by conducting a spectrum analyzer
test in accordance with Exhibit G (the "Test"); DACOM may, at its
discretion, have the opportunity to have a representative attend such
Test. The data resulting from the Test shall be provided to DACOM
within 7 days following completion of the Test for informational
purposes only and shall have no evidentiary use in any resulting
Arbitration.
(b) DACOM may, at its discretion, during the Warranty Period, conduct
tests, including a ______________ as defined in Exhibit G, to
determine the existence of Degradation ___________________ in breach
of the Warranty. Orion shall be given notice and afforded the
opportunity to attend such tests. In the event DACOM chooses to
perform such _____________, the results of the test shall be for
informational purposes only and shall not be binding on the Parties
nor shall such test have any evidentiary use in any resulting
arbitration.
(c) During the Warranty Period, DACOM shall provide to Orion, no later
than ten days following the end of each calendar month, a report
setting forth the details of any outages or other matters adversely
affecting the performance of the Transponders experienced by DACOM
during the reporting period. Orion will consult with DACOM if, during
the Warranty Period, there are matters affecting the performance of
the Transponders.
<PAGE>
17.3 NOTICE FOR ADDITIONAL Tests. DACOM may submit a written request
("Notice for Additional Tests") on two separate occasions during the
Warranty Period for the performance of the additional tests , as
outlined in Exhibit G ("Additional Tests"). The Notice of Additional
Tests for the second Additional Tests shall be submitted to Orion no
later than a time which permits the completion of the Additional Tests
within the Warranty Period.
17.4 ADDITIONAL TESTS. (a) Within a reasonable time after receipt of
the Notice for Additional Tests, the Additional Tests shall be
performed by DACOM for a period of 15 days per Additional Tests in
cooperation with Orion (who shall be permitted to witness such
Additional Tests) using DACOM's planned MCPC video transmission.
(b) During the period of Additional Tests or any resulting
Arbitration, DACOM shall be permitted to use the Transponders not
subject to Additional Tests or said Arbitration and shall be permitted
to use the Transponders subject to Additional Tests or said
Arbitration to the extent said Additional Tests or Arbitration are not
affected by such use of the Transponder.
17.5 NOTICES. The following additional notice provisions are
applicable to this Article 17:
(a) NOTICE OF BREACH OF ____________ WARRANTY. DACOM may, within 5
days after completion of the second Additional Test, submit to Orion a
written statement providing sufficient facts to reasonably demonstrate
there is Degradation ______________ in violation of the Warranty under
Article 17 (the "Notice of Breach"). Included as part of the Notice of
Breach shall be the results of any and all tests conducted pursuant to
paragraph 17.2(b) or 17.4, and DACOM shall respond to reasonable
requests from Orion for additional information intended to establish
the existence of a factual basis for a claim of breach of the
Warranty.
(b) DEGRADATION NOTICE. If, within 2 days after receipt of the Notice
of Breach, DACOM and Orion agree there is a breach of Warranty in
violation of Article 17, Orion shall send to DACOM notification
indicating their agreement ("Degradation Notice"). Thereafter, the
rights and remedies of Orion and DACOM shall be as set forth in
Section 17.7.
(c) NOTICE OF DISPUTE. If, within 2 days after receipt of the Notice
of Breach, Orion and DACOM do not agree that the results of the
Additional Tests and other facts presented by DACOM clearly establish
a breach of the Warranty under Article 17, Orion shall issue to DACOM
a Notice of Dispute.
<PAGE>
(d) NOTICE OF ARBITRATION. If, within 2 days after receipt of the
Notice of Dispute, and DACOM desires to pursue its remedies herein,
DACOM shall notify Orion and the designated Arbitrators (the
"Arbitration Notice"), and the matter shall thereupon be resolved in
accordance with Section 17.6, Dispute Resolution.
17.6 DISPUTE RESOLUTION. In lieu of Section 16.6, Orion and DACOM
agree that disputes arising under this Article 17 shall be settled
definitively by using an expedited, independent arbitration proceeding
(the "Arbitration Proceeding"). The Arbitration Proceeding shall be
conducted by three (3) arbitrators (the "Arbitration Panel") who shall
utilize, for guidance only, the rules set forth in the Rules of
Conciliation and Arbitration of the International Chamber of Commerce
(ICC). In order to expedite the Arbitration Proceeding, each Party
shall designate one arbitrator 90 days prior to Launch and notify the
other in writing of its selection. At least 30 days prior to launch,
the arbitrators appointed by the Parties shall designate the third
arbitrator in writing. Each arbitrator shall be knowledgeable of and
experienced with the communications satellite's design/manufacturing
or operations industries.
The Parties agree that the issue to be decided by the Arbitration
Panel is whether the facts presented to the Arbitration Panel
establish, by clear and convincing evidence, that Degradation has
occurred such as to constitute a breach of the Warranty. In conducting
the Arbitration Proceeding, the Parties will provide any written,
recorded, or other documentary evidence (the "Evidence") within 3 days
of the Arbitration Notice, and the Arbitration Panel will review and
consider the Evidence. Within 10 days after the Arbitration Notice,
the Arbitration Panel shall convene a hearing (not to exceed 5 days in
duration), during which each side shall have up to two days (8 hours
per each day) to present its case and, furthermore, each side shall
have one half day (4 hours) to cross-examine witnesses for the other
side. Following the hearing, the Parties shall brief the Arbitration
Panel on any issues requested by the Panel. Said briefs to be due
within 7 days from the completion of the hearing. The Arbitration
Panel shall render its decision within 7 days of submission of the
briefs (there shall be no reply briefs). The decision of the
Arbitration Panel shall determine whether there has been a Degradation
in breach of the Warranty and the resulting remedy (in accordance with
the provisions of Section 17.7); the Arbitration Panel shall not be
required to render an opinion specifying the reasoning for its
decision. The decision of the Arbitration Panel shall be in writing
and shall determine (i) whether there has been Degradation in breach
of the Warranty; (ii) a reasonable period of time for Orion to cure
the Degradation but no later than the last day of the Curing Period
(as defined below); and (iii) the appropriate remedy as set forth in
Section 17.7 (subject to DACOM's election to continue to use the
_________ Transponders) in the event Orion fails to cure the
Degradation with the time period set forth in (ii) above.
<PAGE>
The Arbitration Proceeding shall take place in Vancouver, British
Columbia, Canada. The applicable law shall be the substantive and
procedural laws of the State of New York. All arbitration shall be in
the English language. The arbitration award shall be final and binding
upon the Parties and judgment may be entered thereon, upon the
application of either Party, by any court of competent jurisdiction.
Each Party shall bear the cost of preparing and presenting its case,
and the cost of the arbitration (including fees and expenses of the
arbitrators) shall be shared equally by the Parties.
17.7 REMEDY FOR BREACH OF WARRANTY. In the event the Parties agree,
pursuant to Section 17.5(b) or the Arbitration Panel decides, pursuant
to Section 17.6 there is Degradation to one or more of the
Transponders as a result of ____________________________, in breach of
the Warranty, then Orion shall have an opportunity to cure the
Degradation up to the last day of the Curing Period (defined as the
period of time beginning with the Commencement Date and ending 6
months thereafter) or such time as determined by the Arbitration Panel
pursuant to Section 17.6. If such Degradation is not cured within the
Curing Period, DACOM shall be entitled, as its sole remedy and in lieu
of the remedies set forth in Section 2.3, to the following:
(i) If three (3) or fewer Transponders suffer Degradation caused
by ___________________________________________________ as of the
last day of the Curing Period, DACOM shall be entitled either (a)
to a refund of US$11,125,000 per __________________ with no
further right to use such ______________; or (b) to retain the
rights to use such __________________ with no reduction to the
Joint Investment Amount. Such election by DACOM must be made no
later than 5 days following the final decision of the Arbitration
Panel or, where the Parties agree there is a breach of the
Warranty, within 5 days following the issuance of the Degradation
Notice under Section 17.5(b).
(ii) If more than three (3) Transponders suffer Degradation
caused by ______________________________ as of the last day of
the Curing Period , DACOM shall be entitled, as its sole and
exclusive remedy, either (a) to retain the rights to use such
_____________________ with no reduction to the Joint Investment
Amount; or (b) to a refund of all amounts previously paid to
Orion by DACOM pursuant to Sections 5.2(a) - (d), in which case,
the Agreement shall terminate and DACOM shall have no further
rights hereunder. Such election by DACOM must be made no later
than 5 days following the final decision of the Arbitration Panel
or, where the Parties agree there is a breach of the Warranty,
within 5 days following the issuance of the Degradation Notice
under Section 17.5(b).
<PAGE>
9. Exhibit B, Issue 2.2, Technical Specifications of the Agreement are hereby
deleted in their entirety and replaced with the attached Exhibit B, Issue 4.0,
dated June 23, 1997.
10. The attached Exhibit F, HS601HP, Integrated Test Plan, has been agreed to
by the Parties and is hereby incorporated into the Agreement as the Acceptance
Test Plan.
11. The attached Exhibit G shall be incorporated into the Agreement as the
Frequency Coordination Test Plan.
12. Notwithstanding Sections 5.2(b) and 5.6(a), the Parties acknowledge that
neither the posting of the Letter of Credit due ___________ nor the
________________ payment due _____________ have been made. The Parties hereby
agree there is no default for failure to meet the aforesaid requirements, and
there is no right to interest on any such amounts. DACOM shall post the letter
of credit and pay ________________ by __ days following the date of execution,
by both Parties, of this Amendment. In the event the aforementioned payment is
not made as required under this provision, Orion shall be entitled to collect
interest beginning on the 16th day after execution of this Amendment and in
accordance with the terms of Section 5.5 of the Agreement.
13. Section 16.9, Confidentiality. The following is hereby added to the
beginning of this Section: ---------------
The Parties hereby acknowledge that during the Term of the Joint
Investment Agreement, it may be necessary for DACOM to disclose
Confidential Information to Permitted Users for purposes of this
Agreement. At such time as DACOM desires to make such disclosure, it
shall request, in writing, approval from Orion, with such request
identifying the Permitted User and the Confidential Information DACOM
seeks to disclose. Orion shall respond promptly in writing to this
request acknowledging its approval (which shall not be unreasonably
withheld) or its disapproval, in which case Orion shall provide the
reasons for its disapproval.
14. Orion is currently working with the Satellite Manufacturer to amend the
Manufacturing Contract such that the technical specification for the DTH Payload
contained in Exhibit B, Appendix A will be substantially identical to Exhibit B,
as adopted hereby. Orion shall notify DACOM within 15 days of the effective date
of this Amendment if the Manufacturing Contract has not been so amended.
15. Section 16.1, Further Assurances. This Section is hereby deleted and
replaced by the following:
DACOM and Orion shall take all appropriate action and execute all
documents, instruments or conveyances of any kind which may be necessary or
advisable to carry out any of the provisions hereof and to consummate the
transactions contemplated hereby. Orion hereby agrees that (i) the Korean
National Flag and
<PAGE>
DACOM's logo shall be affixed or marked on the Orion 3 launching vehicle
conspicuous from the observation decks; (ii) the name of Orion 3 in Korea
shall be Orion 3/DACOM, and such name may be used in documents and
marketing materials distributed in Korea; (iii) through the Term, DACOM
shall have the exclusive right to use the Transponders for DTH Service in
Korea, and Orion will not provide comparable transponders on Orion 3 to any
other entity for the purpose of providing DTH Service in Korea; however, in
the event any of the Transponders are ____________________ returned to
Orion pursuant to Section 17.6, Orion may, in its sole discretion, provide
such returned Interfered Transponders or any other returned Transponders to
any party for the purpose of providing direct to home television service in
Korea; (iv) Orion shall inform DACOM of any matters related to the
construction, launch and financing of Orion 3 that would have a material
adverse effect on DACOM's rights to the Transponders and Spare Transponders
hereunder or delay of launch of Orion 3; and (v) Orion shall delivery to
DACOM Orion's form of warrant containing the terms set forth in the letter
attached hereto as Exhibit E.
16. Section 10.1(a)(i), Launch Delay; Launch Failure; Loss of Orbital Position.
This Section is hereby deleted and replaced by the following:
Subject to clause (ii) below, if Orion 3 is not launched by May 31, 1999,
or if the Commencement Date is delayed beyond June 30, 1999, or if there is
a Launch Failure and DACOM does not timely exercise its option to acquire
the right to use transponders on a Replacement Satellite pursuant to
Section 2.3 (or if such Replacement Satellite option is not made available
to DACOM by Orion), or if the orbital position in which Orion 3 is located
is not within the range of 136 degrees EL to 142 degrees EL, or in the
event of a catastrophic failure (i.e., destruction of the satellite) or
other event which would clearly result in a Launch Failure;
17. Exhibit C, Form Letter of Credit is hereby deleted in its entirety and
replaced with the attached revised Exhibit C.
18. Orion and DACOM have participated jointly in the negotiation and drafting of
this Amendment. If an ambiguity or question of intent or interpretation arises,
this Amendment shall be construed as if drafted jointly by both Parties and no
presumption or burden of proof shall arise favoring or disfavoring either Party
because of the authorship of any of the provisions of this Amendment. Any
reference to any law shall be deemed also to refer to all rules, regulations,
orders or decrees promulgated thereunder, unless the context requires otherwise.
The word "including" shall mean including without limitation. Each
representation, warranty and covenant contained herein shall have independent
significance. If either Party breaches in any respect any representation,
warranty, covenant, or other obligation contained herein or created hereby, the
fact that there exists another representation, warranty, covenant, or obligation
relating to the same subject matter (regardless of the relative levels of
specificity) which has not been
<PAGE>
breached shall not detract from or mitigate the consequences of such breach. The
Exhibits specified in this Amendment are incorporated herein by reference and
made a part hereof.
Except as amended herein, the Agreement and any prior amendments thereto, shall
remain in full force and effect in all respects, including but not limited to
price, delivery, schedule, and performance.
IN WITNESS WHEREOF, the Parties have each duly executed this Amendment No. 1 as
of the day and year first written above.
ORION ASIA PACIFIC CORP. DACOM CORP.
By: By:
-------------------------- --------------------------------
W. Neil Bauer Kim, Young Chul
Chief Executive Officer Senior Executive Vice President
Date: Date:
------------------------ ------------------------------
<PAGE>
COMMERCIAL - IN - CONFIDENCE
Exhibit B
ORION ASIA PACIFIC
TECHNICAL SPECIFICATION
FOR
DACOM DTH PAYLOAD
REVISION B
Issue: 4.0
Revised: June 23, 1997
Signed: Date:
On behalf of Orion Network Systems, Inc.
Signed: Date:
On behalf of DACOM Corporation
<PAGE>
COMMERCIAL - IN - CONFIDENCE
Exhibit B Revision History
1/11/97 Rev -
2/12/97 Rev A Pages: 3,4,6,11
6/23/97 Rev B
<PAGE>
Exhibit C
Form Letter of Credit
<PAGE>
[Irrevocable Standby Letter of Credit to be issued by DACOM CORP.'s bank to
ORION ASIA PACIFIC CORP.]
IRREVOCABLE STANDBY LETTER OF CREDIT
Issuance Date:
Credit Number:
Dear Sirs:
1. [Name of issuing Bank] (the "Bank") hereby establishes, in your favor, at
the request and for the account of DACOM CORP., the Bank's IRREVOCABLE
STANDBY LETTER OF CREDIT NO. ____ (this "Letter of Credit"), in an amount
not to exceed United States Dollars (________USD) (such amount, as it may
be reduced from time to time in accordance with Section 3 hereof, being
called the "Maximum Drawing Amount"). This Letter of Credit is being issued
pursuant to the Joint Investment Agreement dated as of November 11, 1996
(the "Agreement") and the subsequent amendments thereto between DACOM CORP.
and ORION ASIA PACIFIC CORP. This Letter of Credit is effective immediately
and will expire at 4:00 p.m., New York time, on the earlier of (a) the date
(the "Surrender Date") upon which ORION ASIA PACIFIC CORP. presents to the
Bank a certificate in the form of Annex A hereto or (b) ___________ (the
"Expiry Date") (the earlier of the Surrender Date or the Expiry Date being
referred to herein as the "Termination Date").
2. The Bank hereby irrevocably authorizes ORION ASIA PACIFIC CORP. to draw on
the Bank, in accordance with the terms and conditions hereinafter set
<PAGE>
forth, an amount not in excess of the Maximum Drawing Amount on the date of
such drawing (the "Date of Drawing").
3. The Maximum Drawing Amount shall be modified from time to time as follows:
(a) upon payment by the Bank of a drawing hereunder, the Maximum Drawing
Amount applicable to each Date of Drawing subsequent to such payment
shall be automatically reduced by an amount equal to the amount of the
drawing so paid.
4. Funds under this Letter of Credit are available to ORION ASIA PACIFIC CORP.
against presentation of a draft of ORION ASIA PACIFIC CORP. in the form of
Annex B hereto and a certificate signed by ORION ASIA PACIFIC CORP. in a
form of Annex C hereto. Each such draft and certificate shall be dated the
date of presentation and shall be presented at the Bank's office at
[address in New York, U.S.A.] (Telecopier No. ). The Bank agrees that, so
long as this Letter of Credit is in effect, it will maintain an office in,
or an arrangement reasonably satisfactory to ORION ASIA PACIFIC CORP. with
a paying bank having an office in the United States where such presentation
may be made. The aforesaid drafts and certificates shall have all blanks
appropriately completed, shall be signed by a person purporting to be an
authorized representative of ORION ASIA PACIFIC CORP., and shall be either
in the form of a letter or a communication by telecopier delivered to the
Bank. Any communication by telecopier pursuant to which a drawing is made
hereunder shall be promptly confirmed to the Bank in writing. However, the
Bank shall have no responsibility or liability for ORION ASIA PACIFIC
CORP.'s failure to confirm any drawing made by telecopier in writing or for
any discrepancies that may exist between the documents delivered by
telecopier and ORION ASIA PACIFIC CORP.'s written confirmation of same.
<PAGE>
5. The Bank hereby agrees that all drafts drawn under the terms of this Letter
of Credit will be duly honored by the Bank upon delivery, or transmission
by telecopier (promptly confirmed in writing),m of the draft and the
certificate as specified in Section 2 and if presented (by such delivery or
transmission) at our aforesaid office on or before 4:00 p.m. New York time,
on the Termination Date. If a drawing is made by ORION ASIA PACIFIC CORP.
hereunder at or prior to 11:00 a.m., New York time, on a Business Day (as
hereinafter defined), and provided that such draft and certificate
presented in connection therewith conform to the terms and conditions
hereof, payment shall be made of the amount specified in immediately
available funds not later than 4:00 p.m., New York time, on the same
Business Date. If a drawing is made by ORION ASIA PACIFIC CORP. hereunder
after 11:00 a.m., New York time, and provided that such draft and
certificate presented in connection therewith confirm to the terms and
conditions hereof, payment shall be made of the amount specified in
immediately available funds not later than 1:00 p.m., New York time, on the
next Succeeding Business Date. Payment under this Letter of Credit shall be
by wire transfer of immediately available funds to the account specified in
the draft. As used in this Letter of Credit, "Business Day" shall mean any
day, other than a Saturday, Sunday or other day on which commercial banks
in New York, United States are authorized by law to close.
6. Upon receipt of a draft and certificate which are not in conformity with
terms and conditions of this Letter of Credit, the Bank will promptly (and
in any event within one Business Day of such receipt) notify ORION ASIA
PACIFIC CORP. of such nonconformity and the reason therefor.
7. Multiple drawings may be made hereunder.
<PAGE>
8. Only ORION ASIA PACIFIC CORP. may make drawings under this Letter of
credit. Upon payments as provided in Section 5 of the amount specified in a
draft hereunder, the Bank shall be fully discharged of its obligation under
this Letter of Credit with respect to such draft.
9. Should the Expiry Date be a date prior to the time in which payments
covered by this Letter of Credit could potentially be due from DACOM CORP.
under the Agreement, then at least 30 days prior to the Expiry Date, this
Letter of Credit shall be replaced with a substitute Letter of Credit in an
amount equal to the Maximum Drawing Amount. If it is not so replaced, then
ORION ASIA PACIFIC CORP. may draw upon this Letter of Credit in full.
10. To the extent not inconsistent with the express terms hereof, this Letter
of Credit shall be governed by the Uniform Customs and Practice for
Documentary Credits (1993 revision) International Chamber of Commerce
Publication No. 500. Communications with respect to this Letter of Credit
shall be in writing or shall be transmitted by telecopier (promptly
confirmed in writing) and shall be addressed to the Bank at [address in New
York, U.S.A.] and shall specifically refer to the number of this Letter of
Credit.
11. Any drawing under this Letter of Credit will be paid from the general funds
of the Bank and not directly or indirectly from funds or collateral
deposited with or for the account of the Bank by or on behalf of DACOM
CORP., or pledged with or for the account of the Bank will seek
reimbursement for payments made pursuant to a drawing under this Letter of
Credit only after such payments have been made.
12. This Letter of Credit sets forth in full the Bank's undertaking, and such
undertaking shall not in anyway be modified, amended, amplified or limited
by reference to any document, instrument or agreement referred to herein,
except
<PAGE>
only Annexes A, B, and C, and the notices referred to herein; and any such
reference shall not be deemed to incorporate herein by reference any
document, instrument, or agreement except as set forth above.
Very truly yours,
[ISSUING BANK]
By:
<PAGE>
[Where ORION ASIA PACIFIC CORP. DRAWS]
ANNEX C
CERTIFICATE FOR DRAWING
The undersigned, a duly authorized representative of ORION ASIA PACIFIC CORP.,
as a beneficiary under that certain IRREVOCABLE STANDBY LETTER OF CREDIT No.
________, dated [the Date of Issuance], established by [Issuing Bank] (the
"Bank") (the "Letter of Credit"), hereby certifies as follows: A payment(s) in
the amount of US$_____ required to be made to ORION AISA PACIFIC CORP. by DACOM
CORP. pursuant to the Agreement is overdue. [1. Notwithstanding the first
sentence of Section 9 of the Letter of Credit, the Letter of Credit, which
covers a payment in the amount of US$__________ payable in the future by DACOM
CORP. to ORION ASIA PACIFIC CORP., has not been replaced with a substitute
Letter of Credit.]
2. The aggregate amount of the accompanying draft does not exceed the Maximum
Drawing Amount.
Capitalized Terms used herein and not otherwise defined herein shall have the
meaning given to them in the Letter of Credit.
IN WITNESS WHEREOF, each of the undersigned has executed this Certificate as of
[Date].
ORION ASIA PACIFIC CORP.
By:
[Name and title of Authorized
Representative of ORION ASIA PACIFIC CORP.]
<PAGE>
[Irrevocable Standby Letter of Credit to be issued by ORION ASIA PACIFIC CORP.'s
bank to DACOM CORP.]
IRREVOCABLE STANDBY LETTER OF CREDIT
Issuance Date:
Credit Number:
Dear Sirs:
1. [Name of issuing Bank] (the "Bank") hereby establishes, in your favor, at
the request and for the account of ORION ASIA PACIFIC CORP., the Bank's
IRREVOCABLE STANDBY LETTER OF CREDIT NO. ____ (this "Letter of Credit"), in
an amount not to exceed United States Dollars (________USD) (such amount,
as it may be reduced from time to time in accordance with Section 3 hereof,
being called the "Maximum Drawing Amount"). This Letter of Credit is being
issued pursuant to the Joint Investment Agreement dated as of November 11,
1996 (the "Agreement") and the subsequent amendments thereto between DACOM
CORP. and ORION ASIA PACIFIC CORP. This Letter of Credit is effective
immediately UPON RECEIPT BY THE [Name of bank] of a payment in the amount
of the Maximum Drawing Amount for further credit to the account of ORION
ASIA PACIFIC CORP. (Account No. _________) and will expire at 4:00 p.m.,
Seoul time, on the earlier of (a) the date (the "Surrender Date") upon
which DACOM CORP. presents to the Bank a certificate in the form of Annex A
hereto
<PAGE>
or (b) 31 August 1999 (the "Expiry Date") (the earlier of the Surrender
Date or the Expiry Date being referred to herein as the "Termination
Date").
2. The Bank hereby irrevocably authorizes DACOM CORP. to draw on the Bank, in
accordance with the terms and conditions hereinafter set forth, an amount
not in excess of the Maximum Drawing Amount on the date of such drawing
(the "Date of Drawing").
3. The Maximum Drawing Amount shall be modified from time to time as follows:
(a) upon payment by the Bank of a drawing hereunder, the Maximum Drawing
Amount applicable to each Date of Drawing subsequent to such payment
shall be automatically reduced by an amount equal to the amount of the
drawing so paid.
4. Funds under this Letter of Credit are available to DACOM CORP. against
presentation of a draft of DACOM CORP. in the form of Annex B hereto and a
certificate signed by DACOM CORP. in a form of Annex C hereto. Each such
draft and certificate shall be dated the date of presentation and shall be
presented at the Bank's office at [address in Seoul, Korea] (Telecopier No.
). The Bank agrees that, so long as this Letter of Credit is in effect, it
will maintain an office in, or an arrangement reasonably satisfactory to
DACOM CORP. with a paying bank having an office in Korea where such
presentation may be made. The aforesaid drafts and certificates shall have
all blanks appropriately completed, shall be signed by a person purporting
to be an authorized representative of DACOM CORP., and shall be either in
the form of a letter or a communication by telecopier delivered to the
Bank. Any communication by telecopier pursuant to which a drawing is made
hereunder shall be promptly confirmed to the Bank in writing. However, the
Bank shall have no responsibility or liability for DACOM CORP.'s failure to
confirm any
<PAGE>
drawing made by telecopier in writing or for any discrepancies that may
exist between the documents delivered by telecopier and DACOM CORP.'s
written confirmation of same.
5. The Bank hereby agrees that all drafts drawn under the terms of this Letter
of Credit will be duly honored by the Bank upon delivery, or transmission
by telecopier (promptly confirmed in writing),m of the draft and the
certificate as specified in Section 2 and if presented (by such delivery or
transmission) at our aforesaid office on or before 4:00 p.m. Seoul time, on
the Termination Date. If a drawing is made by DACOM CORP. hereunder at or
prior to 11:00 a.m., Seoul time, on a Business Day (as hereinafter
defined), and provided that such draft and certificate presented in
connection therewith conform to the terms and conditions hereof, payment
shall be made of the amount specified in immediately available funds not
later than 4:00 p.m., Seoul time, on the same Business Date. If a drawing
is made by DACOM CORP. hereunder after 11:00 a.m., Seoul time, and provided
that such draft and certificate presented in connection therewith confirm
to the terms and conditions hereof, payment shall be made of the amount
specified in immediately available funds not later than 1:00 p.m., Seoul
time, on the next Succeeding Business Date. If a drawing is made by DACOM
CORP. hereunder on a Business Day but which day is a Saturday or Sunday,
New York, U.S.A. time or other day on which commercial banks in New York,
U.S.A. are authorized by law to close and provided that such draft and
certificate presented in connection therewith conform to the terms and
conditions hereof, payment shall be made of the amount specified in
immediately available funds not later than 10:00 a.m., Seoul time, on a day
after the next succeeding Business Day. Payment under this Letter of Credit
shall be by wire transfer of immediately available funds to the account
specified in the draft. As used in this Letter of Credit, "Business Day"
shall mean any day, other than a Saturday, Sunday or other day on which
commercial banks in Seoul, Korea are authorized by law to close.
<PAGE>
6. Upon receipt of a draft and certificate which are not in conformity with
terms and conditions of this Letter of Credit, the Bank will promptly (and
in any event within one Business Day of such receipt) notify DACOM CORP. of
such nonconformity and the reason therefor.
7. Multiple drawings may be made hereunder.
8. Only DACOM CORP. may make drawings under this Letter of credit. Upon
payments as provided in Section 5 of the amount specified in a draft
hereunder, the Bank shall be fully discharged of its obligation under this
Letter of Credit with respect to such draft.
9. Should the Expiry Date be a date prior to the time in which refunds covered
by this Letter of Credit could potentially be due from ORION ASIA PACIFIC
CORP. under the Agreement, then at least 30 days prior to the Expiry Date,
this Letter of Credit shall be replaced with a substitute Letter of Credit
in an amount equal to the Maximum Drawing Amount. If it is not so replaced,
then DACOM CORP. may draw upon this Letter of Credit in full.
10. To the extent not inconsistent with the express terms hereof, this Letter
of Credit shall be governed by the Uniform Customs and Practice for
Documentary Credits (1993 revision) International Chamber of Commerce
Publication No. 500. Communications with respect to this Letter of Credit
shall be in writing or shall be transmitted by telecopier (promptly
confirmed in writing) and shall be addressed to the Bank at [address in
Seoul, Korea] and shall specifically refer to the number of this Letter of
Credit.
11. Any drawing under this Letter of Credit will be paid from the general funds
of the Bank and not directly or indirectly from funds or collateral
deposited with or
<PAGE>
for the account of the Bank by or on behalf of ORION ASIA PACIFIC CORP., or
pledged with or for the account of the Bank will seek reimbursement for
payments made pursuant to a drawing under this Letter of Credit only after
such payments have been made.
12. This Letter of Credit sets forth in full the Bank's undertaking, and such
undertaking shall not in anyway be modified, amended, amplified or limited
by reference to any document, instrument or agreement referred to herein,
except only Annexes A, B, and C, and the notices referred to herein; and
any such reference shall not be deemed to incorporate herein by reference
any document, instrument, or agreement except as set forth above.
Very truly yours,
[ISSUING BANK]
By:
<PAGE>
ANNEX A
[UNCHANGED]
ANNEX B
[UNCHANGED]
<PAGE>
[Where DACOM CORP. DRAWS]
ANNEX C
CERTIFICATE FOR DRAWING
The undersigned, a duly authorized representative of DACOM CORP., as a
beneficiary under that certain IRREVOCABLE STANDBY LETTER OF CREDIT No.
________, dated [the Date of Issuance], established by [Issuing Bank] (the
"Bank") (the "Letter of Credit"), hereby certifies as follows:
1. A refund(s) in the amount of US$_____ required to be made to DACOM CORP. by
ORION ASIA PACIFIC CORP. pursuant to the Agreement is overdue. [1.
Notwithstanding the first sentence of Section 9 of the Letter of Credit,
the Letter of Credit, which covers a payment in the amount of US$__________
potentially payable in the future by ORION ASIA PACIFIC CORP. to DACOM
CORP., has not been replaced with a substitute Letter of Credit.]
2. The aggregate amount of the accompanying draft does not exceed the Maximum
Drawing Amount.
Capitalized Terms used herein and not otherwise defined herein shall have the
meaning given to them in the Letter of Credit.
IN WITNESS WHEREOF, each of the undersigned has executed this Certificate as of
[Date].
DACOM CORP.
By:
[Name and title of Authorized
Representative of DACOM CORP.]
<PAGE>
COMMERCIAL - IN - CONFIDENCE
Exhibit F
Acceptance Test Plan.
<PAGE>
HUGHES
HS601 HP -XXX
- --------------------------------------------------------------------------------
ORION
- --------------------------------------------------------------------------------
INTEGRATED TEST PLAN
AUGUST 1996
----------------
Approved by HSC
------------------
Approved by ORION
HUGHES PROPRIETARY
This document contains proprietary information, and except with
written permission of Hughes Space and Communications Company,
such information shall not be published, or disclosed to others,
or used for any purpose and the document shall not be duplicated
in whole or in part.
Copyright 1996
Hughes Space and Communications Company
Unpublished Work
<PAGE>
LIST OF FIGURES
<TABLE>
<CAPTION>
Page
<S> <C>
A-1 HS601 HP Integration and Test Documentation .......................................................... iii
1-1 Top Level Acceptance Spacecraft Test Flow............................................................. 1-3
1-2 HS601 HP Acceptance Spacecraft Integration and Test Flow Details...................................... 1-4
</TABLE>
LIST OF TABLES
<TABLE>
<CAPTION>
Page
<S> <C>
3.1.1 HS601 HP Product Line Heritage / Qualification Matrix ............................................... 3-3
3.2 Unit Thermal Cycle and Thermal Vacuum Cycle Requirements .............................................. 3-6
4. Subsystem and System Test Matrices .................................................................... 4-2
4.1 Mechanical .......................................................................... 4-2
4.2 Electrical Power Subsystem........................................................... 4-4
4.3 Attitude Control Subsystem........................................................... 4-6
4.4 Liquid Propulsion Subsystem (LPS) ................................................... 4-8
4.5 Xenon Ion Propulsion Subsystem (XIPS)................................................ 4-10
4.6 T&C Subsystem Digital Equipment ..................................................... 4-12
4.7 T&C Subsystem RF Hardware ........................................................... 4-13
4.8 Communications Subsystem............................................................. 4-14
5.2 In Orbit Test (JOT) Matrices........................................................................... 5-2
5.2.1 Electrical Power Subsystem ........................................................ 5-2
5.2.2 Attitude Control Subsystem......................................................... 5-3
5.2.3 Communications Subsystem .......................................................... 5-4
5.2.4 Telemetry and Command Subsystem.................................................... 5-5
</TABLE>
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
ACRONYMS AND ABBREVIATIONS.................................................................... NOT NUMBERED
FOREWORD .........................................................................................i
A. Integrated Test Plan (ITP) and HS601 HP Integration and Test Documentation..................... ii
B. HS601 HP Product Line Test Philosophy.......................................................... iv
C. Program-Specific Information for the _____________________ Spacecraft......................... vi
1. INTRODUCTION........................................................................................... 1-1
1.1 Plan Scope ................................................................................... 1-2
1.2 Test Program Flow............................................................................. 1-2
1.3 Plan Content.................................................................................. 1-2
1.4 Customer Participation ....................................................................... 1-2
2. TEST PROVISIONS........................................................................................ 2-1
2.1 HS601 HP Product Line Test Philosophy......................................................... 2-2
2.2 Test Requirements............................................................................. 2-2
2.2.1 Development Testing................................................................ 2-3
2.2.2 Qualification Testing ............................................................. 2-3
2.2.3 Acceptance Testing ................................................................ 2-4
2.2.4 Life Testing....................................................................... 2-4
2.3 Test Phase Descriptions....................................................................... 2-5
2.3.1 Unit Level......................................................................... 2-5
2.3.2 Subsystem Level ................................................................... 2-7
2.3.3 System Level ...................................................................... 2-9
2.3.4 In Orbit Testing (IOT)............................................................. 2-14
3. UNIT/EQUIPMENT LEVEL TESTING .......................................................................... 3-1
3.1 Unit/Equipment Heritage I Qualification/Heritage.............................................. 3-2
3.1.1 HS601 HP Product Line Heritage / Qualification Matrix ............................. 3-3
3.2 Unit Thermal Cycle and Thermal Vacuum Cycle Requirements ..................................... 3-6
3.3 Life Testing ................................................................................. 3-9
4. SUBSYSTEM AND SYSTEM LEVEL ACCEPTANCE TESTING ......................................................... 4-1
4. Test Matrices ................................................................................. 4-2
4.1 Mechanical .......................................................................... 4-2
4.2 Electrical Power Subsystem........................................................... 4-4
4.3 Attitude Control Subsystem........................................................... 4-6
4.4 Liquid Propulsion Subsystem (LPS) ................................................... 4-8
4.5 Xenon ion Propulsion Subsystem (XIPS)................................................ 4-10
4.6 T&C Subsystem Digital Equipment ..................................................... 4-12
4.7 T&C Subsystem RF Hardware ........................................................... 4-13
4.8 Communications Subsystem............................................................. 4-14
5. IN ORBIT TESTING (IOT)................................................................................. 5-1
5.1 Overview...................................................................................... 5-2
5.2 Tests......................................................................................... 5-2
5.2.1 Electrical Power Subsystem ........................................................ 5-2
5.2.2 Attitude Control Subsystem......................................................... 5-3
<PAGE>
<CAPTION>
5.2.3 Communications Subsystem........................................................... 5-4
5.2.4 Telemetry and Command Subsystem.................................................... 5-5
</TABLE>
<PAGE>
COMMERCIAL - IN - CONFIDENCE
Exhibit G
Interference Tests.
Exhibit 11.1 --- Statement Re: Computation of Net Loss Per Common Share
<TABLE>
<CAPTION>
Three months ended Six months ended
-------------------------------- ---------------------------------
1997 1996 1997 1996
--------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Average shares outstanding 11,169,950 10,951,784 11,164,754 10,932,458
Net loss attributable to common stockholders (27,057,396) (7,120,575) (54,701,447) (14,751,394)
Net loss per common share ($2.42) ($0.65) ($4.90) ($1.35)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> US Dollar
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 74,949
<SECURITIES> 0
<RECEIVABLES> 10,034
<ALLOWANCES> 353
<INVENTORY> 0
<CURRENT-ASSETS> 141,790
<PP&E> 366,772
<DEPRECIATION> (54,728)
<TOTAL-ASSETS> 918,918
<CURRENT-LIABILITIES> 45,069
<BONDS> 0
0
115,965
<COMMON> 114
<OTHER-SE> (44,346)
<TOTAL-LIABILITY-AND-EQUITY> 918,918
<SALES> 4,322
<TOTAL-REVENUES> 36,920
<CGS> 1,788
<TOTAL-COSTS> 56,153
<OTHER-EXPENSES> 28,402
<LOSS-PROVISION> 500
<INTEREST-EXPENSE> 27,829
<INCOME-PRETAX> (50,729)
<INCOME-TAX> 0
<INCOME-CONTINUING> (50,729)
<DISCONTINUED> 0
<EXTRAORDINARY> 15,763
<CHANGES> 0
<NET-INCOME> (50,729)
<EPS-PRIMARY> (4.90)
<EPS-DILUTED> (4.90)
</TABLE>
