<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED
JUNE 30, 1999
ORBITAL IMAGING CORPORATION
(COMMISSION FILE NO. 333-49583)
DELAWARE 54-1660268
(STATE OF INCORPORATION) (IRS IDENTIFICATION NUMBER)
21700 ATLANTIC BOULEVARD
DULLES, VIRGINIA 20166 (703) 406-5000
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (TELEPHONE NUMBER)
Indicate by check mark whether the registrant has (1) 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, and (2) has been subject to such filing
requirements for the past 90 days. X Yes No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: 25,214,000 shares of common
stock outstanding as of August 10, 1999.
================================================================================
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ORBITAL IMAGING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED; IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
ASSETS
DECEMBER 31, JUNE 30,
1998 1999
---- ----
<S> <C> <C>
Current assets:
Cash and cash equivalents................................................................ $ 25,082 $ 70,785
Available-for-sale securities, at fair value............................................. 34,401 9,526
Restricted held-to-maturity securities, at amortized cost................................ 16,724 24,196
Receivables and other current assets, net................................................ 3,199 2,555
------------ ------------
Total current assets................................................................ 79,406 107,062
Restricted held-to-maturity securities, at amortized cost................................... 7,813 -
Property, plant and equipment, at cost, less accumulated
depreciation of $7,360 and $9,092, respectively.......................................... 15,956 29,647
Satellites and related rights, at cost, less accumulated
depreciation and amortization of $22,367 and
$26,670, respectively.................................................................... 196,598 217,806
Other assets................................................................................ 8,196 10,816
------------ ------------
Total assets............................................................................. $ 307,969 $ 365,331
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses.................................................... $ 16,879 $ 12,336
Current portion of deferred revenue...................................................... 8,522 8,376
Deferred tax liabilities................................................................. 580 -
------------ ------------
Total current liabilities........................................................... 25,981 20,712
Senior notes................................................................................ 141,620 212,917
Deferred revenue, net of current portion.................................................... 23,698 19,516
Deferred tax liabilities.................................................................... 3,190 1,816
Capitalized lease obligation, net of current portion........................................ 108 51
------------ ------------
Total liabilities........................................................................ 194,597 255,012
Preferred stock subject to repurchase, par value $0.01; 10,000,000 shares authorized;
Series A 12% cumulative convertible, 2,000,000 shares authorized, 687,576 and
728,832 shares issued and outstanding, respectively (liquidation value of $70,133
and $74,341, respectively)............................................................. 64,954 69,162
Stockholders' equity:
Common stock, par value $0.01; 75,000,000 shares authorized;
25,214,000 shares issued and outstanding............................................ 252 252
Additional paid-in-capital............................................................... 87,541 87,744
Accumulated deficit...................................................................... (39,375) (46,839)
------------ ------------
Total stockholders' equity............................................................... 48,418 41,157
------------ ------------
Total.................................................................................... $ 307,969 $ 365,331
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE> 3
ORBITAL IMAGING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED; IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
---------------------------- -------------------------
1998 1999 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues.................................................... $ 2,922 $ 3,410 $ 5,338 $ 6,725
Direct expenses............................................. 3,904 4,330 8,093 8,354
---------- ---------- ---------- ----------
Gross loss.................................................. (982) (920) (2,755) (1,629)
Selling, general and administrative expenses................ 2,241 2,826 3,228 4,719
---------- ---------- ---------- ----------
Loss from operations........................................ (3,223) (3,746) (5,983) (6,348)
Interest income, net of interest expense of $2,001,
$998, $2,001 and $998, respectively....................... 256 189 1,300 1,138
---------- ---------- ---------- ----------
Loss before benefit for income taxes........................ (2,967) (3,557) (4,683) (5,210)
Benefit for income taxes.................................... (1,454) (1,334) (3,170) (1,954)
---------- ---------- ---------- ----------
Net loss.................................................... $ (1,513) $ (2,223) $ (1,513) $ (3,256)
=========== ========== =========== ==========
Loss per common share - basic and assuming dilution......... $ (0.14) $ (0.17) $ (0.19) $ (0.30)
Loss available to common stockholders....................... $ (3,429) $ (4,369) $ (4,867) $ (7,464)
Weighted average shares outstanding:
Basic................................................... 25,214,000 25,214,000 25,214,000 25,214,000
Assuming dilution....................................... 42,436,807 44,632,885 40,140,265 44,304,568
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 4
ORBITAL IMAGING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED; IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-------------------------
1998 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................................................................... $ (1,513) $ (3,256)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation, amortization and other.................................... 6,873 6,460
Deferred tax benefit.................................................... (3,170) (1,954)
Changes in assets and liabilities:
Increase in receivables and other current assets........................ (1,366) (1,058)
(Increase) decrease in other assets..................................... (393) 225
Increase (decrease) in accounts payable and accrued expenses............ 12,608 (4,544)
Decrease in deferred revenue............................................ (1,036) (4,328)
------------- ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES................................ 12,003 (8,455)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures............................................................... (41,802) (40,460)
Purchases of restricted held-to-maturity securities................................ (32,896) (7,306)
Purchases of available-for-sale securities......................................... (71,165) (10,908)
Maturities of restricted held-to-maturity securities............................... - 8,471
Maturities of available-for-sale securities........................................ 15,400 30,458
Sales of available-for-sale securities............................................. 999 5,877
Payment for business acquisition (4,000) -
------------- -----------
NET CASH USED IN INVESTING ACTIVITIES.............................................. (133,464) (13,868)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of long-term obligations................................ 136,150 68,082
Repayment of capitalized lease obligation.......................................... - (57)
Net proceeds from issuance of common stock warrants................................ 8,690 -
Net proceeds from issuance of preferred stock subject to repurchase................ 21,295 -
------------ -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES.......................................... 166,135 68,025
------------ -----------
INCREASE IN CASH AND CASH EQUIVALENTS................................................ 44,674 45,702
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD....................................... 10,883 25,083
------------ -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD............................................. $ 55,557 $ 70,785
============ ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid...................................................................... $ - $ 8,719
============ ===========
Non-cash item:
Capitalized compensatory stock options.............................................. $ - $ 203
============ ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE> 5
ORBITAL IMAGING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED; IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
------------ PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
------ ------ ------- ------- -----
<S> <C> <C> <C> <C> <C>
BALANCE AS OF DECEMBER 31, 1997.............. 25,214,000 $ 252 $ 75,285 $ (26,532) $ 49,005
Issuance of common stock warrants.......... - - 9,000 - 9,000
Preferred stock dividends paid in shares... - - - (2,847) (2,847)
Accrual of preferred stock dividends....... - - - (1,297) (1,297)
Net loss................................... - - - (1,513) (1,513)
------------ ------- ---------- ------------ ----------
BALANCE AS OF JUNE 30, 1998.................. 25,214,000 $ 252 $ 84,285 $ (32,189) $ 52,348
============ ======= ========== ============ ==========
BALANCE AS OF DECEMBER 31, 1998.............. 25,214,000 $ 252 $ 87,541 $ (39,375) $ 48,418
Issuance of stock options.................. - - 203 - 203
Preferred stock dividends paid in shares... - - - (2,750) (2,750)
Accrual of preferred stock dividends....... - - - (1,458) (1,458)
Net loss................................... - - - (3,256) (3,256)
------------ ------- ---------- ------------ ----------
BALANCE AS OF JUNE 30, 1999.................. 25,214,000 $ 252 $ 87,744 $ (46,839) $ 41,157
============ ======= ========== ============ ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 6
ORBITAL IMAGING CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 1998 AND 1999
(UNAUDITED)
(1) BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited interim condensed
consolidated financial statements reflect all adjustments, consisting of normal
recurring adjustments, considered necessary for a fair presentation of the
information. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted following the instructions, rules and
regulations prescribed by the Securities and Exchange Commission ("SEC").
Although management believes that the disclosures provided are adequate to make
the information presented not misleading, you should read these unaudited
interim condensed consolidated financial statements in conjunction with the
audited financial statements and associated footnotes for the year ended
December 31, 1998, which are included in Orbital Imaging Corporation's Form 10-K
filed with the SEC. Operating results for the six months ended June 30, 1999 are
not necessarily indicative of the results that may be expected for the full
year.
We will refer to Orbital Imaging Corporation as "ORBIMAGE."
(2) SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The condensed consolidated financial statements include the accounts of
ORBIMAGE and its wholly owned subsidiary. All material intercompany transactions
and accounts have been eliminated in consolidation.
Cash and Cash Equivalents
ORBIMAGE considers all highly liquid investments with original maturities
of three months or less to be cash equivalents.
Stock-Based Compensation
To the extent that ORBIMAGE grants stock options to non-employee
consultants or advisors, ORBIMAGE records costs equal to the fair value of the
options granted as of the measurement date as determined using a Black-Scholes
model. ORBIMAGE capitalizes the cost of stock options granted to non-employee
consultants or advisors working on the construction of satellites. The
capitalized costs are recorded as part of the historical cost of the satellites
and will be amortized over the asset's useful life when placed in service. No
compensation expense has been recognized in connection with stock option grants
to employees in the accompanying statements of operations.
Income Taxes
ORBIMAGE has recorded its interim income tax benefit based on estimates of
the effective tax rate expected to be applicable for the full fiscal year.
Estimated effective rates recorded during interim periods may be periodically
revised, if necessary, to reflect current estimates.
Reclassifications
Certain reclassifications have been made to the 1998 financial statements
to conform to the 1999 financial statement presentation. Preferred stock and
additional paid-in capital totaling $7,000 and $65 million, respectively, as of
December 31, 1998 were reclassified from stockholders' equity to preferred stock
subject to repurchase.
6
<PAGE> 7
(3) INTEREST CAPITALIZATION
ORBIMAGE capitalizes interest costs in connection with the construction of
satellites and related ground segments and systems. The capitalized interest is
recorded as part of the historical cost of the asset to which it relates and
will be amortized over the asset's useful life when placed in service.
Capitalized interest totaled $2.5 million and $5.4 million for the three months
ended June 30, 1998 and 1999, respectively and $4.2 million and $10.1 million
for the six months ended June 30, 1998 and 1999, respectively.
(4) RELATED PARTY TRANSACTIONS
Orbital Sciences Corporation ("Orbital") is ORBIMAGE's majority
stockholder. ORBIMAGE incurred and capitalized costs of approximately $21.4
million and $10.1 million for the three months ended June 30, 1998 and 1999,
respectively, and $36.9 million and $26.5 million for the six months ended June
30, 1998 and 1999, respectively, under a procurement contract with Orbital for
the purchase of various satellites and ground systems. ORBIMAGE incurred and
expensed costs of approximately $0.6 million and $0.7 million for the three
months ended June 30, 1998 and 1999, respectively, and $1.2 million and $1.1
million for the six months ended June 30, 1998 and 1999, respectively, under an
administrative services agreement with Orbital.
(5) COMPREHENSIVE INCOME (LOSS)
For the six months ended June 30, 1998 and 1999, there were no material
differences between net loss as reported and comprehensive income (loss).
(6) LOSS PER COMMON SHARE
The computations of basic and diluted loss per common share for the three
months and six months ended June 30, 1998 and 1999 were as follows (in
thousands, except share data):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
JUNE 30, JUNE 30,
-------- --------
1998 1999 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Numerator for basic and diluted loss per
common share:
Net loss.............................................. $ (1,513) $ (2,223) $ (1,513) $ (3,256)
Preferred stock dividends............................. (1,916) (2,146) (3,354) (4,208)
---------- ---------- ---------- ----------
Loss available to common stockholders.................. $ (3,429) $ (4,369) $ (4,867) $ (7,464)
========== ========== ========== ==========
Denominator for basic loss per common
share -- weighted average shares...................... 25,214,000 25,214,000 25,214,000 25,214,000
Effect of dilutive securities:
Preferred stock....................................... 15,330,143 17,151,825 13,446,275 16,822,061
Warrants.............................................. 1,312,746 1,312,746 913,845 1,312,746
Stock options......................................... 579,918 954,214 566,145 955,661
---------- ---------- ---------- ----------
Denominator for diluted loss per common share -
- adjusted weighted average shares assuming
dilution............................................ 42,436,807 44,632,785 40,140,265 44,304,468
========== ========== ========== ==========
Loss per common share -- basic and diluted............. $(0.14) $(0.17) $(0.19) $(0.30)
====== ====== ====== ======
</TABLE>
7
<PAGE> 8
(7) SENIOR NOTES
On April 22, 1999, ORBIMAGE completed a debt offering raising net proceeds
of approximately $68.1 million. Out of the net proceeds of the offering,
ORBIMAGE purchased approximately $7.4 million of U.S. Treasury securities to
fund the interest payments on the senior notes through March 1, 2000.
(8) PREFERRED STOCK SUBJECT TO REPURCHASE
The activity in the preferred stock subject to repurchase was as follows
for the six months ended June 30, 1998 and 1999 (dollars in thousands):
<TABLE>
<CAPTION>
SHARES AMOUNT
------ ------
<S> <C> <C>
BALANCE AS OF DECEMBER 31, 1997......................... 392,887 $ 36,355
Shares issued in private offering, net................. 227,295 21,275
Preferred stock dividends paid in shares............... 28,471 2,057
Accrual of preferred stock dividends................... - 1,297
--------- -----------
BALANCE AS OF JUNE 30, 1998............................. 648,653 $ 60,984
========= ===========
BALANCE AS OF DECEMBER 31, 1998......................... 687,576 $ 64,954
Preferred stock dividends paid in shares............... 41,256 2,750
Accrual of preferred stock dividends................... - 1,458
--------- -----------
BALANCE AS OF JUNE 30, 1999............................. 728,832 $ 69,162
========= ===========
</TABLE>
(9) STOCK OPTION PLAN
Effective April 26, 1999, ORBIMAGE granted 774,323 options to purchase
shares of common stock to employees, directors and consultants. The stock
options were granted with an exercise price of $6.25 and generally vest in
one-third increments over a three-year period. ORBIMAGE will expense the value
of the 70,250 compensatory options that were issued to consultants totaling $0.2
million over the three-year vesting period of the options.
(10) SEGMENT INFORMATION
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information, which
establishes reporting standards for a company's operating segments and related
disclosures about its products, services, geographic areas and major customers.
ORBIMAGE adopted SFAS No. 131 effective January 1, 1998. SFAS No. 131 requires
comparative segment information; however, ORBIMAGE operated as a single segment
for the six months ended June 30, 1998 and 1999.
ORBIMAGE recognized revenues related to contracts with the National
Aeronautics and Space Administration of approximately $2.4 million and $2.3
million, for the three months ended June 30, 1998 and 1999, respectively, and
$4.8 million and $4.7 million for the six months ended June 30, 1998 and 1999,
respectively, representing approximately 82%, 69%, 89% and 71%, respectively, of
total revenues recognized during those periods.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
ORBIMAGE operates and is further developing a fleet of satellites that
collect, process and distribute digital imagery of the Earth's surface,
atmosphere and weather conditions. ORBIMAGE has entered into a procurement
agreement with Orbital to purchase the OrbView-1, OrbView-3 and OrbView-4
satellites, including launch services, and the U.S. ground system necessary to
operate the satellites and to collect, process and distribute imagery. Under the
procurement agreement, ORBIMAGE also acquired a license to operate and control
the OrbView-2 satellite (the "OrbView-2 License"). Under a license agreement
with Orbital and its wholly owned Canadian subsidiary, MacDonald, Dettwiler and
Associates, Ltd. ("MDA"), ORBIMAGE has acquired the exclusive worldwide rights
to market and sell imagery from the RadarSat-2 satellite (the "RadarSat-2
License") and has in turn granted these rights to MDA. MDA will own and operate
RadarSat-2 and provide operations, data reception, processing, archiving,
marketing and distribution services to ORBIMAGE. Orbital also provides certain
administrative services to ORBIMAGE such as accounting, tax, human resources and
benefit-related services.
ORBIMAGE expects OrbView-3 to be operational in the third quarter of 2000,
OrbView-4 to be operational in the first quarter of 2001 and RadarSat-2 to be
operational in early 2002.
In April 1999, ORBIMAGE issued $75 million in principal amount of 11 5/8%
senior notes due 2005 (the "1999 Offering"). In February 1998, ORBIMAGE issued
$150 million of units (the "1998 Offering"), each unit consisting of $1,000
principal amount of 11 5/8% senior notes due 2005 and one warrant to purchase
8.75164 shares of ORBIMAGE common stock.
Business Acquisition. In April 1998, ORBIMAGE acquired substantially all of
the assets of TRIFID Corporation ("TRIFID") for $5.0 million. TRIFID provides
sophisticated image processing software, geographic information database and
production systems, imaging sensor design and related engineering services to
both governmental and commercial customers. The acquisition provides ORBIMAGE
with the technical personnel and production capability required to generate
high-resolution imagery and derived products.
Revenues. ORBIMAGE's principal source of revenue is the sale of satellite
imagery to customers, value-added resellers and distributors. ORBIMAGE has
entered into several long-term sales contracts to provide imagery products and,
in certain circumstances, receives contractual payments in advance of product
delivery. ORBIMAGE initially records deferred revenue for the total amount of
the payments under these contracts and recognizes revenue over the contractual
delivery period. As of June 30, 1999, ORBIMAGE had approximately $27.9 million
of deferred revenue related primarily to advance payments for OrbView-2 imagery.
System Depreciation. ORBIMAGE depreciates its satellites over the design
life of each satellite. ORBIMAGE is amortizing the cost of the OrbView-2 License
over the design life of the OrbView-2 satellite. ORBIMAGE intends to amortize
the cost of OrbView-3, OrbView-4 and the RadarSat-2 License over the design
lives of the satellites, estimated to be five, five and seven years,
respectively. ORBIMAGE depreciates the ground systems used to operate the
satellites and collect, process and distribute imagery over the estimated lives
of the assets, generally eight years. Depreciation begins when the satellites
and ground systems are placed in service.
Interest Expense. Interest on the senior notes together with amortization
of debt discount, is capitalized as the historical costs of assets under
construction, when appropriate. ORBIMAGE expects to capitalize a significant
portion of its interest expense through 2001 as it completes construction of the
OrbView-3 and OrbView-4 satellites and makes payments due under the RadarSat-2
License.
RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1999
Revenues. Revenues were $2.9 million and $3.4 million for the three months
ended June 30, 1998 and 1999, respectively, and $5.3 million and $6.7 million
for the six months ended June 30, 1998 and 1999, respectively. The increase in
1999 revenues was primarily due to the acquisition of TRIFID. Revenues during
the three months and six months ended June 30, 1999 included $0.6 million and
$1.1 million, respectively in sales generated from the image
9
<PAGE> 10
processing business acquired from TRIFID in April 1998.
Direct Expenses. Direct expenses include the costs of operating and
depreciating the OrbView-1 satellite, the OrbView-2 License, and the related
ground systems. Direct satellite operating costs primarily consist of labor
expenses. Direct expenses were $3.9 million and $4.3 million for the three
months ended June 30, 1998 and 1999, respectively, and $8.1 million and $8.4
million for the six months ended June 30, 1998 and 1999, respectively. ORBIMAGE
expects direct expenses to increase when OrbView-3, OrbView-4 and RadarSat-2 are
placed in operation.
Selling, General and Administrative Expenses. Selling, general and
administrative ("SG&A") expenses include the costs of marketing, advertising,
promotion and other selling expenses, as well as the costs of the finance,
administrative and general management functions of ORBIMAGE. SG&A expenses were
$2.2 million and $2.8 million for the three months ended June 30, 1998 and 1999,
respectively, and $3.2 million and $4.7 million for the six months ended June
30, 1998 and 1999, respectively. The increase in SG&A expenses in 1999 was
primarily attributable to the increase in salaries and related benefits as
ORBIMAGE expanded its operations, including the acquisition of TRIFID.
Interest Income and Interest Expense. Interest income reflects interest
earnings on investments made primarily with proceeds from ORBIMAGE's financing
activities. Interest expense reflects interest incurred on the senior notes, net
of applicable capitalized interest. Interest income was $0.3 million and $0.2
million for the three months ended June 30, 1998 and 1999, respectively, which
is net of interest expense of $2.0 million and $1.0 million, respectively.
Interest income was $1.3 million and $1.1 million for the six months ended June
30, 1998 and 1999, respectively, which is net of interest expense of
approximately $2.0 million and $1.0 million, respectively. Capitalized interest
in connection with the construction of the OrbView-3 and OrbView-4 satellites
and related ground system totaled $2.5 million and $5.4 million for the three
months ended June 30, 1998 and 1999, respectively, and $4.2 million and $10.1
million for the six months ended June 30, 1998 and 1999, respectively. The
capitalized interest is recorded as part of the historical cost of the assets to
which it relates and will be amortized over the assets' useful lives when placed
in service.
Benefit for Income Taxes. ORBIMAGE recorded income tax benefits of $1.5
million and $1.3 million for the three months ended June 30, 1998 and 1999,
respectively, and $3.2 million and $2.0 million for the six months ended June
30, 1998 and 1999, respectively. The tax benefits result from net operating
losses generated during the period in addition to decreases in deferred tax
liabilities for depreciation of satellite assets, which had been previously
deducted for tax purposes.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1999, ORBIMAGE had approximately $80.3 million of cash, cash
equivalents and available-for-sale securities. On April 22, 1999, ORBIMAGE
completed the 1999 Offering, raising net proceeds of approximately $68.1
million. On February 25, 1998, ORBIMAGE completed the 1998 Offering, raising net
proceeds of $144.6 million. The total effective interest rate on the senior
notes, including the debt discount, is approximately 13.6%. Out of the net
proceeds of the two offerings, ORBIMAGE purchased approximately $39.0 million of
U.S. Treasury securities to fund the interest payments on the senior notes
through March 1, 2000. As of June 30, 1999, restricted held-to-maturity
securities totaled $24.2 million.
Operating activities provided cash of approximately $12.0 million and used
cash of $8.4 million during the six months ended June 30, 1998 and 1999,
respectively. The decrease in operating cash flow from 1998 to 1999 is primarily
attributable to decreases in accounts payable and accrued expenses, and deferred
revenue of $17.2 million and $3.3 million, respectively.
Investing activities used cash of approximately $133.5 million and provided
cash of $13.9 million for the six months ended June 30, 1998 and 1999,
respectively. The increase in the cash provided by investing activities from
1998 to 1999 is attributable primarily to the purchase of the pledged securities
and the net maturities (net of purchases) of available-for-sale securities,
partially offset by increased capital expenditures. After completion of the 1998
Offering and the 1999 Offering, ORBIMAGE invested the proceeds from the
offerings in various short- and long-term investments, consisting primarily of
commercial paper and U.S. Treasury securities.
10
<PAGE> 11
Capital expenditures related primarily to the construction of OrbView-3 and
OrbView-4 for the six months ended June 30, 1998 and 1999 were approximately
$41.8 million and $40.5 million, respectively. The total cost of the OrbView-1,
OrbView-3 and OrbView-4 satellites, the OrbView-2 License and the related U.S.
ground systems, is estimated to be approximately $285 million, which amount does
not include approximately $31 million to be funded by the U.S. Air Force through
a contract with Orbital. Of this amount, as of June 30, 1999, ORBIMAGE had
incurred costs of approximately $251 million, excluding insurance.
Through the first quarter of 2001, when OrbView-4 is expected to be
operational, we expect to incur additional capital expenditures of approximately
$64 million for the OrbView-3 and OrbView-4 satellites and the RadarSat-2
License. Of this amount, approximately $34 million will be used for the
OrbView-3 and OrbView-4 satellites and $30 million will be used for the
RadarSat-2 License. In total, ORBIMAGE's cost for the RadarSat-2 License will be
approximately $60 million, which amount does not include approximately $140
million in construction costs to be funded by the Canadian Space Agency ("CSA")
through a contract with MDA. We expect to make installment payments on the
RadarSat-2 License through the operational date of RadarSat-2, which we expect
to be in early 2002. ORBIMAGE expects to fund future capital expenditures as
well as negative cash flows from operating activities using the net proceeds of
the 1999 Offering, together with available cash, cash equivalents and
securities.
ORBIMAGE does not expect to generate net positive cash flow from operations
sufficient to fund both operations and capital expenditures before the first
quarter of 2001, when both OrbView-3 and OrbView-4 are expected to be
operational. While ORBIMAGE believes it has sufficient resources to meet its
requirements through the first quarter of 2001, additional funding may be
necessary in the event of an OrbView-3 or OrbView-4 launch delay, cost increases
or unanticipated expenses. We cannot assure you that additional capital will be
available, if needed, on favorable terms or on a timely basis, if at all.
ORBIMAGE has incurred losses since its inception, and management believes that
it will continue to do so at least through 2000. ORBIMAGE's ability to become
profitable and generate positive cash flow is dependent on the continued
expansion of commercial services, adequate customer acceptance of ORBIMAGE's
products and services and numerous other factors. We cannot assure you that the
market will accept our products and services.
"YEAR 2000" COMPLIANCE
The year 2000 presents potential concerns for computer hardware and
software applications. The consequences of this may include systems failures and
business process interruption. The problem may exist for many kinds of software
and hardware, including mainframes, minicomputers, PCs and embedded systems.
ORBIMAGE has completed an assessment of the potential Year 2000 issues for
various financial, technical and operational computer-related systems. This
assessment consisted of reviewing software code and hardware system components
to determine whether a system failure or miscalculations causing disruption of
operations could occur as a result of the system's inability to distinguish
between the year 2000 and the year 1900. ORBIMAGE intends to correct any Year
2000 issues, or develop alternative "work-around" procedures that address the
problem, by September 1999. ORBIMAGE has also inquired of its primary vendor,
Orbital, whether products and services provided by Orbital may be adversely
affected by the Year 2000 issue. Orbital has informed ORBIMAGE that it has
identified no material Year 2000 issues affecting its provision of
administrative services. Orbital has substantially completed the awareness and
assessment phases of its Year 2000 plan and intends to achieve a goal of Year
2000 readiness by September 1999.
Our largest customers are U.S. government agencies. If these agencies'
systems are not Year 2000 compliant, payments they owe us could be delayed. A
significant delay in payments could have a material impact on ORBIMAGE's
financial results.
ORBIMAGE does not currently anticipate that addressing Year 2000 problems
for its internal systems will have a material impact on its operations or
financial results. ORBIMAGE expects that it will spend no more than $500,000 on
Year 2000 compliance. There can be, however, no assurance that costs associated
with addressing Year 2000 issues will not be greater than anticipated, or that
Year 2000 problems will be identified on a timely basis and that corrective
actions undertaken by ORBIMAGE or its primary vendor will be completed before
any Year 2000 problems occur. All costs, including the cost of internal
personnel, outside consultants, systems replacements and
11
<PAGE> 12
other equipment, have been and will continue to be expensed as incurred, except
for long-lived assets, which will be capitalized in accordance with ORBIMAGE's
capitalization policies. ORBIMAGE will develop contingency plans if it appears
that it or its key supplier will not be Year 2000 compliant and the
noncompliance is expected to have a material adverse impact on ORBIMAGE's
operations.
OUTLOOK: ISSUES AND UNCERTAINTIES
The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
safe harbor, in some circumstances, for forward-looking statements made by or on
behalf of ORBIMAGE. ORBIMAGE and its representatives may from time-to-time make
written or verbal forward-looking statements, including statements contained in
ORBIMAGE's filings with the Securities and Exchange Commission. All statements
that address operating performance, events, or developments that ORBIMAGE
expects or anticipates will occur in the future, including statements relating
to ORBIMAGE's sales and earnings growth or statements expressing general
optimism about future operating results, are forward-looking statements within
the meaning of the Act. The forward-looking statements are and will be based on
management's then-current views and assumptions regarding future events and
operating performance. The following are some of the factors that could cause
actual results to differ materially from information contained in ORBIMAGE's
forward-looking statements.
LIMITED HISTORY OF OPERATIONS AND NET LOSSES -- GIVEN OUR LIMITED OPERATING
HISTORY AND NET LOSSES, OUR FUTURE PROSPECTS ARE UNCERTAIN.
Limited operating and financial data. We did not begin commercial service
until 1995, when we launched OrbView-1. We have a history of net losses from
operations and have generated only limited revenues from the operations of
OrbView-1 and OrbView-2 and our image processing business.
Our business plan depends upon:
- the timely construction and deployment of OrbView-3, OrbView-4
and RadarSat-2 and development of the related ground systems; and
- our ability to develop a customer base and distribution channels
for our imagery products and services.
Given ORBIMAGE's limited operating history, and in light of the risks,
expenses, difficulties and delays encountered in a high technology, highly
regulated industry, we cannot assure you that OrbView-3, OrbView-4 or RadarSat-2
will be constructed and deployed in accordance with our schedule or that we will
be able to develop a sufficiently large revenue-generating customer base to
compete successfully in the remote imaging industry.
Expectation of continued losses. Our business strategy requires significant
capital expenditures. We will incur a substantial portion of these expenditures
before we generate significant revenues. Combined with our operating expenses,
these capital expenditures cause negative cash flow until we establish an
adequate revenue-generating customer base. We had an accumulated deficit of
approximately $46.8 million through June 30, 1999. We expect losses to continue
through 2000, and we do not expect to generate net positive cash flow from
operations sufficient to fund both operations and capital expenditures until
both OrbView-3 and OrbView-4 are operational, currently expected to be in the
first quarter of 2001. We cannot assure you that the OrbView satellites will
become operational on this timetable, or at all, or that we will achieve or
sustain any positive cash flow or profitability thereafter.
POTENTIAL ADDITIONAL CAPITAL REQUIREMENTS -- OUR INABILITY TO FUND POTENTIAL
ADDITIONAL CAPITAL REQUIREMENTS COULD DELAY SATELLITE CONSTRUCTION AND
DEPLOYMENT.
We believe that the net proceeds of the 1999 Offering, together with cash
on hand, expected cash flows from operations and advance payments from customers
will be sufficient to fund our operations through the first quarter of 2001. We
cannot assure you that we will generate sufficient cash from operations to pay
for our anticipated capital expenditures, or that these expenditures will fall
within our estimates. If we do not generate sufficient cash flow by the first
quarter of 2001, or if our capital expenditures exceed our estimates, we would
need additional capital.
12
<PAGE> 13
A significant portion of our capital requirements are related to
developing, constructing and launching the OrbView satellites, constructing and
activating the related U.S. ground systems and acquiring the RadarSat-2 License.
While most of these costs are currently fixed under agreements with Orbital, we
cannot assure you that these costs will not increase over time. For example, in
December 1998, we agreed to cost increases of $17 million under our procurement
agreement with Orbital. We will pay for launch and on-orbit insurance and
technological assistance for OrbView-3, OrbView-4 and RadarSat-2 on a cost-plus
or cost-reimbursable basis. Many factors outside our control influence the costs
of these and other items and services, and we may need to raise more capital if
any of these costs increase materially.
We may also need to raise additional capital if, for example:
- significant delays occur in deploying OrbView-3, OrbView-4 or
RadarSat-2;
- we do not enter into agreements with customers, value-added
resellers or distributors for high-resolution imagery in the time
frames or on the terms that we anticipate;
- our estimated net operating deficit increases because we incur
significant unanticipated expenses, such as costs for resolving
satellite operational difficulties;
- we have to modify all or part of OrbView-3 and OrbView-4 or
ground system designs to meet changed or unanticipated market,
regulatory or technical requirements; or
- we decide to further expand our fleet of satellites or to acquire
additional imagery distribution rights through licensing
arrangements or otherwise.
If these or other events occur, we cannot assure you that we could raise
additional capital on favorable terms, on a timely basis or at all. A
substantial shortfall in funding would delay or prevent deployment of OrbView-3,
OrbView-4 or RadarSat-2.
SCHEDULE DELAYS -- DELAYS IN THE COMMERCIAL OPERATION OF OUR SATELLITES COULD
ADVERSELY AFFECT OUR BUSINESS.
We could experience delays in the commercial operation of OrbView-3,
OrbView-4 and/or RadarSat-2 from a variety of causes, including:
- delays in designing, constructing, integrating or testing the
satellites, satellite components and related ground systems;
- delayed or unsuccessful launches;
- subcontractor or manufacturer delays;
- delays in receiving, or restrictions on, the licenses necessary
to construct and operate the satellite systems, including delays
in obtaining, or restrictions on, Orbital's export license for
the RadarSat-2 satellite bus and/or technical data and defense
services relating thereto;
- delays under our procurement agreement with Orbital, or delays
under the CSA Contract, including delays by CSA in procuring a
launch vehicle on a timely basis for RadarSat-2; or
- other events beyond our control.
The perceived and actual timing of satellite launches may affect
competition in the remote imaging industry. We previously encountered
significant delays in the design, production and testing of the OrbView-2
satellite that was launched in August 1997. We have also experienced delays in
the production schedule of OrbView-3 and OrbView-4, including production
schedule delays, which resulted in the recent delay in the launch dates of
OrbView-3 and OrbView-4 to the second quarter of 2000 and fourth quarter of
2000, respectively. Significant delays in the deployment of OrbView-3,
OrbView-4 or RadarSat-2 could increase pre-launch
13
<PAGE> 14
operating costs, delay revenues, result in revocation of our FCC licenses and
negatively affect our marketing efforts. The perception of potential delays also
could affect our marketing efforts. We cannot assure you that any of these
satellites will be launched or deployed on a timely basis.
LAUNCH FAILURES -- A LAUNCH VEHICLE FAILURE WOULD ADVERSELY AFFECT OUR ABILITY
TO DELIVER IMAGERY PRODUCTS AND SERVICES.
Satellite launches are subject to significant risks, including partial or
complete launch vehicle failure. Launch vehicle failure may cause disabling
damage to or loss of a satellite or may result in a failure to deliver the
satellite to its proper orbit. We have contracted with Orbital to launch
OrbView-3 on a Pegasus launch vehicle, which has flown 27 missions and has a
success rate of approximately 90%. However, there are several additional Pegasus
launches planned before OrbView-3's scheduled launch, and the failure of any one
of those launch vehicles could result in delayed deployment of OrbView-3. The
Pegasus is launched from beneath Orbital's modified Lockheed L-1011 aircraft. If
Orbital's L-1011 aircraft is unavailable, we could experience significant
delays. Orbital would have to acquire and modify a new carrier aircraft or we
would have to arrange to deploy OrbView-3 using an alternative launch vehicle.
We cannot assure you that Orbital could obtain another aircraft and properly
modify the aircraft or that we could obtain alternate launch services on a
timely basis, or at all. We have contracted with Orbital to launch OrbView-4 on
its Taurus launch vehicle, which has flown three missions to date, all of which
were successful. We expect CSA to provide a launch vehicle for RadarSat-2, which
has not yet been identified. We cannot assure you that OrbView-3, OrbView-4 or
RadarSat-2 will be successfully launched. A launch failure of OrbView-3,
OrbView-4 or RadarSat-2 or the failure of CSA to provide a launch vehicle for
RadarSat-2 could negatively affect our business, financial condition, results of
operations, our ability to deliver our products and services and service our
debt.
MARKET ACCEPTANCE -- WE CANNOT ASSURE YOU THAT THE MARKET WILL ACCEPT OUR
PRODUCTS AND SERVICES.
Our success depends on existing markets accepting our imagery products and
services and our ability to develop new markets. Our business plan is based on
the assumption that we will generate significant future revenues from sales of
high-resolution imagery produced by OrbView-3, OrbView-4 and RadarSat-2 to
existing markets and new markets. High-resolution satellite imagery is not yet
commercially available. Consequently, it is difficult to predict accurately the
ultimate size of the market and the market acceptance of products and services
based on this type of imagery. Our strategy to target certain markets for our
satellite imagery relies on a number of assumptions, some or all of which may be
incorrect. Actual markets could vary materially from the potential markets that
we have identified.
We cannot accurately predict whether our products and services will achieve
market acceptance or whether the market will demand our products and services on
terms we find acceptable. Market acceptance depends on a number of factors,
including the spatial and spectral quality, scope, timeliness, sophistication
and price of our imagery products and services and the availability of
substitute products and services. Lack of significant market acceptance of our
products and services, particularly our high-resolution imagery products and
services, delays in acceptance, or failure of certain markets to develop would
negatively affect our business, financial condition and results of operations.
TECHNOLOGICAL AND IMPLEMENTATION RISKS -- WE CANNOT ASSURE YOU THAT OUR
SATELLITES WILL OPERATE AS DESIGNED.
The designs for OrbView-3 and OrbView-4 are complete, and the design for
RadarSat-2 is in progress. These satellites' designs may require modifications
to achieve the desired performance criteria, which could result in delays in
satellite deployment. Each of these satellites will employ advanced technologies
and sensors that will be subject to severe environmental stresses during launch
or in space that could affect the satellites' performance. Employing advanced
technologies is further complicated by the fact that the satellites will be in
space. Hardware component problems in space could require premature satellite
replacement, with attendant costs and revenue losses. In addition, human
operators may execute improper implementation commands that negatively impact a
satellite's performance.
We cannot assure you that OrbView-3, OrbView-4 or RadarSat-2 will operate
successfully in space, or that each of these satellites will perform or continue
operating throughout their expected design lives. Even if these satellites
14
<PAGE> 15
are launched and operated properly, minor technical flaws in the satellites'
sensors could significantly degrade their performance, which could materially
affect our ability to market our products successfully.
We have not procured a spare high-resolution OrbView satellite, nor do we
maintain an inventory of long lead-time parts for these satellites. If either
OrbView-3 or OrbView-4 were to fail prematurely, we could experience significant
delays while procuring the necessary spares or replacement parts to replace or
repair the satellite. Procurement delays would negatively affect our business,
results of operations and financial condition. In addition, we would be required
to allocate, earlier than expected, additional capital expenditures to replace a
satellite. We cannot assure you that we would have on hand, or be able to obtain
in a timely manner, the necessary funds to cover accelerated replacement and
repair costs of a satellite if it fails prematurely.
We do not presently have plans to construct and launch a replacement
satellite for OrbView-2 if it fails prematurely. Similarly, there is no
provision for a replacement RadarSat-2 satellite in the event of a premature
failure. Permanent loss of OrbView-2 or RadarSat-2 could adversely affect our
operations and financial condition.
LIMITED LIFE OF SATELLITES -- SATELLITES HAVE LIMITED DESIGN LIVES AND ARE
EXPENSIVE TO REPLACE.
Satellites have limited useful lives. We determine a satellite's useful
life, or its design life, using a complex calculation involving the
probabilities of failure of the satellite's components from design or
manufacturing defects, environmental stresses or other causes. The design lives
of our satellites are as follows:
<TABLE>
<CAPTION>
SATELLITE EXPECTED DESIGN LIFE
--------- --------------------
<S> <C>
OrbView-1 3 years (launched in April 1995),
although it continues to operate
OrbView-2 7 1/2 years (launched in August 1997)
OrbView-3 5 years
OrbView-4 5 years
RadarSat-2 7 years
</TABLE>
The expected design lives of these satellites are affected by a number of
factors, including the quality of construction, the expected gradual
environmental degradation of solar panels, the durability of various satellite
components and the orbits in which the satellites are placed. Random failure of
satellite components could cause damage to or loss of a satellite before the end
of its design life. In rare cases, electrostatic storms or collisions with other
objects could damage our satellites. We cannot assure you that each satellite
will remain in operation for its expected design life. We expect the performance
of each satellite to decline gradually near the end of its design life.
We anticipate using funds generated from operations to develop follow-on
high-resolution satellites. If we do not generate sufficient funds from
operations, and if we are unable to obtain financing from outside sources, we
will not be able to deploy follow-on satellites to replace OrbView-3 or
OrbView-4 at the end of their expected design lives. We cannot assure you that
we will be able to raise additional capital, on favorable terms or on a timely
basis, if at all, to develop follow-on high-resolution satellites.
INSURANCE -- LIMITED INSURANCE MAY NOT COVER ALL RISKS OF LOSS.
We maintain or expect to maintain the following insurance policies:
- OrbView-1. OrbView-1 is not insured.
- OrbView-2. We have a renewable on-orbit insurance policy for
OrbView-2 to cover losses up to $12 million for its current
operational year. We have not yet determined the amounts and
types of coverage, if any, we will purchase for OrbView-2 in the
future.
- OrbView-3 and OrbView-4. The senior note indentures require us to
maintain launch, on-orbit checkout and on-orbit operations
insurance for OrbView-3 and OrbView-4. This insurance may not be
sufficient to cover the cost of a replacement high-resolution
satellite.
15
<PAGE> 16
- RadarSat-2. We will purchase up to $60 million of insurance
coverage for the RadarSat-2 License against launch or on-orbit
failure of the RadarSat-2 satellite. This insurance would allow
us to recover our initial capital investment in the RadarSat-2
License, but would not be sufficient to cover additional business
losses or the cost of a replacement radar satellite.
We may find it difficult to insure certain risks, such as partial
degradation of functionality of a satellite. Insurance market conditions or
factors outside our control at the time we buy the required insurance, such as
failure of a satellite using similar components or a similar launch vehicle,
could cause premiums to be significantly higher than current estimates. These
factors could cause other terms to be significantly less favorable than those
currently available, may result in limits on amounts of coverage that we can
obtain or may prevent us from obtaining insurance at all. Furthermore, we cannot
assure you that proceeds from insurance we are able to purchase will be
sufficient to replace a satellite due to cost increases and other factors beyond
our control.
COMPETITION -- WE MAY BE UNABLE TO REPAY THE SENIOR NOTES IF WE DO NOT
SUCCESSFULLY COMPETE IN THE REMOTE IMAGING INDUSTRY.
Our products and services will compete with satellite and aircraft-based
imagery and related products and services offered by a range of private and
government providers. Certain of these entities may have greater financial,
personnel and other resources than we have. Our major potential competitors for
high-resolution satellite imagery include:
- Space Imaging EOSAT, which is expected to launch its second
one-meter high-resolution satellite in September 1999. Its first
one-meter high resolution satellite launch failed in May 1999.
- EarthWatch, which has announced plans to launch its one-meter
high-resolution satellite in late 1999; and
- West Indian Space, Ltd., which has announced plans to launch and
operate the Earth Remote Observation System constellation of
high-resolution commercial imaging satellites.
The U.S. government and foreign governments also may develop, construct,
launch and operate remote imaging satellites that generate imagery competitive
with our products and services. In addition, the U.S. government will probably
continue to rely on government-owned and operated systems for certain highly
classified satellite-based high-resolution imagery.
We believe we will have a competitive advantage because we expect to have
sufficient pricing flexibility to be a low-price commercial provider within our
targeted markets and applications due to the relatively lower cost of our
satellite systems as compared to those of our competitors. But the low marginal
cost of producing satellite imagery once a satellite is operating could cause
adverse pricing pressure, decreased profits or even losses. Our competitors or
potential competitors with greater resources than ours could in the future offer
satellite-based imagery or other products having more attractive features than
our products. New technologies, even if not ultimately successful, could
negatively affect our marketing efforts. More importantly, if competitors
develop and launch satellites with more advanced capabilities and technologies
than ours, this competition could harm our business.
DEPENDENCE ON SUPPLIER -- DEPENDENCE ON ONE SUPPLIER COULD RESULT IN DELAYS IF
THE SUPPLIER FAILS TO PERFORM, AND OUR RECOURSE AGAINST THE SUPPLIER IS LIMITED.
We depend on one supplier, Orbital:
- to design, develop and launch OrbView-3 and OrbView-4 and to
construct the U.S. ground system for these satellites;
- to design, develop and construct the RadarSat-2 satellite bus and
the Canadian ground system; and
16
<PAGE> 17
- through its wholly owned subsidiary MDA, to integrate and operate
RadarSat-2, and to receive, process, and archive RadarSat-2
imagery.
We also rely on the OrbView-2 License from Orbital to market the OrbView-2
imagery, and will rely on MDA to market the RadarSat-2 imagery pursuant to a
sublicense of our exclusive marketing rights under the RadarSat-2 License. We
expect to continue to rely on third parties, including Orbital and MDA, to
design, construct or launch satellites for us and to modify the existing ground
systems to accommodate these satellites. Orbital's obligations to provide
design, construction and launch services for the OrbView satellites are governed
by a procurement agreement between Orbital and us. If Orbital fails to perform
its obligations adequately under the procurement agreement, we would be forced
to delay deployment of OrbView-3 and/or OrbView-4 until we located an
alternative provider. Orbital's liability to us for claims under the procurement
agreement is limited to $10 million. We also rely on Orbital and MDA to design
and construct the RadarSat-2 satellite. Neither Orbital nor MDA is liable to us
for any costs or other damages arising from schedule delays in the operation of
OrbView-3, OrbView-4 or RadarSat-2.
Under a services agreement with Orbital, Orbital has agreed to provide us
with various administrative and operational functions on a cost reimbursable or
cost-plus fee basis. These functions include on-orbit mission operations and
anomaly resolution for OrbView-2, OrbView-3 and OrbView-4. If Orbital fails to
perform its obligations under the services agreement, we may not be able to
operate these satellites properly. The services agreement terminates for each
OrbView satellite three years after the launch of each satellite. We cannot
assure you that we will be able to renew the services agreement on favorable
terms, or at all. In addition, a material adverse change in Orbital or its
financial condition or the condition of one of its subcontractors could
adversely affect Orbital's ability to perform under the procurement agreement or
the services agreement. We have not identified any alternate providers. In any
case, we can provide no assurance that an alternate provider would be available
or, if available, would be available on terms favorable to us or to Orbital.
DEPENDENCE ON DISTRIBUTOR -- DEPENDENCE ON A SINGLE DISTRIBUTOR FOR RADARSAT-2
IMAGERY COULD RESULT IN MARKETING AND DISTRIBUTION DELAYS IF THE DISTRIBUTOR
FAILS TO PERFORM.
As of December 31, 1998, we acquired the RadarSat-2 License from MDA and
granted MDA an exclusive unrestricted worldwide license, including the right to
sublicense with our prior consent, to market and sell RadarSat-2 imagery. MDA
will perform all RadarSat-2 marketing operations, subject to our supervision and
approval. MDA's failure to successfully market RadarSat-2 imagery would have a
material adverse effect on our ability to distribute and sell radar imagery,
which would materially adversely affect our business.
POTENTIAL CONFLICTS OF INTEREST WITH ORBITAL -- WE RELY ON ORBITAL FOR CERTAIN
OPERATIONS AND SERVICES THAT ARE CRITICAL TO OUR BUSINESS. ORBITAL'S INTERESTS
MAY CONFLICT WITH OURS.
Orbital owns approximately 54% of our outstanding voting stock on a fully
diluted basis. Certain of our executive officers and directors are also
employees and/or directors of Orbital. These relationships may produce conflicts
on matters involving both ORBIMAGE and Orbital.
Although we have adopted policies we believe will prevent a conflict from
arising, these policies cannot ensure that a conflict will not arise.
We have several agreements with Orbital, including a procurement agreement
relating to OrbView-1, OrbView-3, OrbView-4 and the related ground system, the
OrbView-2 License, the RadarSat-2 License, a services agreement and a
non-compete agreement, each of which is material to our business. Orbital's
interests as an equity holder in our business may at times conflict with our
interests under these agreements, and may conflict with the interests of the
senior noteholders. Our recourse against Orbital is limited in the event of
breaches by Orbital under the procurement agreement or the RadarSat-2 License.
Orbital provides certain products and services to our direct competitors.
Under our non-compete agreement with Orbital, which terminates on the earlier of
June 30, 2003, the first anniversary of an initial public offering of our common
stock or the occurrence of certain other events, Orbital cannot sell turn-key
satellite optical imaging systems (i.e., satellite, sensors, launch vehicles and
ground system) to anyone other than to ORBIMAGE. Orbital
17
<PAGE> 18
can, however, sell radar systems and components of optical systems to our
current or future customers or competitors. For example, MDA has a contract to
provide certain ground system work to EarthWatch relating to its planned
one-meter satellite system. As a result of an acquisition, Orbital holds
approximately a 4% equity interest in EarthWatch. We expect to compete directly
with EarthWatch. MDA also owns 100% of the capital stock of Radarsat
International Inc. ("RSI"), a company that markets imagery from the RadarSat-1
satellite. Although RadarSat-2 uses more advanced imaging technology than the
technology employed by RadarSat-1, these two satellites have certain overlapping
capabilities, making RSI a potential competitor.
GOVERNMENT REGULATION -- FAILURE TO OBTAIN REGULATORY APPROVALS COULD RESULT IN
SERVICE INTERRUPTIONS.
Domestic. Our business generally requires licenses from the U.S. Department of
Commerce ("DoC") and the U.S. Federal Communications Commission ("FCC"). Our
operation of OrbView-1 does not require these licenses because the only customer
for OrbView-1 imagery is the U.S. government. Our DoC licenses to operate
OrbView-2, OrbView-3 and OrbView-4 expire in 2004. We cannot assure you that the
DoC will renew these licenses when they expire. If the DoC does not renew these
licenses our business would be materially adversely affected.
The DoC license for OrbView-4 hyperspectral imagery restricts the
resolution for OrbView-4 hyperspectral imagery sold commercially and restricts
our ability to process and distribute imagery outside of the United States.
These resolution restrictions and other limitations may affect our ability to
market and sell hyperspectral imagery, and accordingly could have an adverse
effect on our financial condition and results of operations. ORBIMAGE has
appealed for a relaxation of the terms of the OrbView-4 hyperspectral license.
We cannot assure you that we will prevail in our appeal.
While we do not believe that we require a DoC license to function as a
RadarSat-2 distributor, and Orbital has informed us that it does not believe a
DoC license should be required for MDA's operation of RadarSat-2, the DoC may
impose a licensing requirement for RadarSat-2 in the future. If the DoC imposed
a license requirement and we could not obtain a license on acceptable terms, our
financial condition and results of operations would be materially adversely
affected.
The DoC licenses provide that the U.S. government can interrupt service
during periods of national emergency. Actual or threatened interruptions could
adversely affect our ability to market our products abroad. In addition, the DoC
has the right to review and approve our agreements with international customers
for high-resolution optical imagery. These reviews could delay or prohibit us
from executing these agreements. Canada does not currently have licensing
requirements similar to the DoC's requirements, but has proposed legislation
which would regulate the ownership and operation of remote sensing satellites.
Currently, the Canadian government can interrupt RadarSat-2 service during
certain periods of national emergency.
We currently operate OrbView-2 under Orbital's renewal application for an
experimental FCC license. We cannot assure you that the FCC will grant any
future renewals. If the FCC does not renew this license, we would not be able to
operate the OrbView-2 satellite in the United States.
Our application with the FCC for a license to launch and operate OrbView-3
and OrbView-4 was granted in February 1999 and our applications to operate the
associated ground systems were granted in May 1999. These licenses will expire
in 10 years, but may be revoked for failure to comply with their terms or
failure to meet certain construction and launch milestones.
International. All satellite systems operating internationally must follow
general international regulations and the specific laws of the countries in
which satellite imagery is downlinked.
The CSA has agreed to coordinate with the International Telecommunication
Union to secure the necessary authorizations to operate RadarSat-2 in Canada and
the FCC is undertaking the ITU coordination process on behalf of Orbview-3 and
OrbView-4. The CSA's or the FCC's failure to obtain the necessary coordination
in a timely manner could have a material adverse effect on our business,
financial condition and results of operations.
Our customers or distributors are responsible for obtaining local
regulatory approval from the governments in the countries in which they do
business to receive imagery directly from OrbView-2, OrbView-3, OrbView-4 and
RadarSat-2. If these regional distributors are not successful in obtaining the
necessary approvals, we will not be able
18
<PAGE> 19
to distribute real time OrbView or RadarSat-2 imagery in those regions. Our
inability to offer real time service in a significant number of foreign
countries could negatively affect our business. In addition, regulatory
provisions in countries where we wish to operate may impose unduly burdensome
restrictions on our operations. Our business may also be adversely affected if
the national authorities where we plan to operate adopt treaties, regulations or
legislation unfavorable to foreign companies.
Launch license. Commercial U.S. space launches require licenses from the
U.S. Department of Transportation ("DoT"). Under our procurement agreement with
Orbital, Orbital must ensure that the appropriate DoT commercial launch licenses
are in place for the OrbView-3 and OrbView-4 launches. We cannot assure you that
Orbital will continue to be successful in its efforts to obtain the necessary
licenses or regulatory approvals. Orbital's inability to secure necessary
licenses or approvals could delay launches. Delays could harm our business,
financial condition and results of operations and our ability to service our
debt.
Export License. In connection with certain distributor agreements, we
expect to supply our international customers with ground stations that enable
these customers to downlink data directly from OrbView-3 and OrbView-4.
Exporting these ground stations may require that we obtain an export license
from the DoC or the U.S. Department of State. Orbital also requires an export
license from the State Department in connection with the export of the
RadarSat-2 satellite bus that Orbital will construct in the U.S. and deliver to
MDA in Canada. The United States and Canadian governments are in discussions
regarding possible restrictions on the grant of Orbital's U.S. export license
for the RadarSat-2 satellite bus and/or technical data and defense services
relating thereto. If the DoC or the State Department does not issue these
export licenses, or if these licenses are significantly delayed, or if
restrictions are imposed on these licenses, our financial condition and results
of operations could be materially adversely affected.
RISKS ASSOCIATED WITH DISTRIBUTORS AND RESELLERS -- FOREIGN DISTRIBUTORS AND
VALUE-ADDED RESELLERS MAY NOT EXPAND COMMERCIAL MARKETS.
We will rely on foreign regional distributors to market and sell
internationally a significant portion of our imagery from OrbView-3, OrbView-4
and RadarSat-2. We expect our existing and future foreign regional distributors
to act on behalf of, or contract directly with, foreign governments to sell
imagery for national security and related purposes. These regional distributors
may not have the skill or experience to develop regional commercial markets for
our products and services. If we fail to enter into regional distribution
agreements on a timely basis or if our foreign regional distributors fail to
market and sell our imagery products and services successfully, these failures
would negatively impact our business, financial condition and results of
operations, and our ability to service our debt.
We intend to rely on value-added resellers to develop, market and sell our
products and services to address certain target markets. If our value-added
resellers fail to develop, market and sell OrbView products and services
successfully, this failure would negatively affect our business, financial
condition and results of operations, and our ability to service our debt.
RISK ASSOCIATED WITH INTERNATIONAL OPERATIONS -- OUR INTERNATIONAL BUSINESS
EXPOSES US TO RISKS RELATING TO INCREASED REGULATION AND POLITICAL OR ECONOMIC
INSTABILITY IN FOREIGN MARKETS.
We expect to derive substantial revenues from international sales of
products and services. International operations are subject to certain risks,
such as:
- changes in domestic and foreign governmental regulations and
licensing requirements;
- deterioration of once-friendly relations between the United
States and a particular foreign country;
- increases in tariffs and taxes and other trade barriers; and
- changes in political and economic stability, including
fluctuations in the value of foreign currencies, which may make
payment in U.S. dollars more expensive for foreign customers.
These risks are beyond our control and could have a material adverse effect
on our business.
19
<PAGE> 20
GOVERNMENT CONTRACTS -- WE DEPEND ON CONTRACTS WITH GOVERNMENT AGENCIES FOR A
SUBSTANTIAL PORTION OF OUR REVENUES. GOVERNMENT AGENCIES CAN TERMINATE THEIR
CONTRACTS AT ANY TIME.
Revenues from government contracts accounted for approximately 76%, 95%,
94% and 85% of our revenues for 1996, 1997, 1998 and for the six months ended
June 30, 1999, respectively. As of June 30, 1999, contracts with U.S. government
agencies constituted approximately 44% of our backlog. Government agencies may
terminate or suspend their contracts at any time, with or without cause, or may
change their policies, priorities or funding levels by reducing agency or
program budgets or by imposing budgetary constraints. If a government agency
terminates or suspends any of its contracts with Orbital or ORBIMAGE, or changes
its policies, priorities, or funding levels, these actions would have a material
adverse effect on our business, financial condition and results of operations.
Specifically, if the Air Force terminates or suspends its contract with Orbital
and we wish to proceed with our hyperspectral program, we would incur the
remaining cost of upgrading OrbView-4 with hyperspectral capability. Similarly,
if the CSA terminates the CSA contract and we wish to proceed with our own radar
program, we would have to incur the cost of constructing, deploying and
operating our own radar satellite system.
CHANGE OF CONTROL -- THE HOLDERS OF SERIES A PREFERRED STOCK COULD TAKE CONTROL
OF OUR BOARD OF DIRECTORS UPON THE OCCURRENCE OF CERTAIN EVENTS.
We are a party to a stockholders' agreement with the holders of our Series
A preferred stock. This stockholders' agreement and our charter contain
provisions relating to the election of directors.
Our charter permits the Series A holders to designate additional members to
the board of directors and thus gain control of the board of directors if:
- we fail to pay timely dividends or to repurchase the Series A
preferred stock in some circumstances; or
- Orbital does not start the integration and testing of the
OrbView-4 spacecraft by November 15, 1999. We may extend this
date by 30 days under some circumstances.
If the Series A holders designated these additional directors, the Series A
directors would control our management and policies and could make decisions
affecting the control of ORBIMAGE. These additional directors would serve until
the event giving rise to their appointment has been resolved. Even without the
appointment of these additional directors, the Series A holders have de facto
control over certain corporate actions enumerated in the stockholders'
agreement, because these actions require the approval of at least one of the
Series A directors. These actions include the merger, consolidation, liquidation
or sale of all or substantially all of our assets, the issuance of equity
securities in certain circumstances, and the incurrence of certain indebtedness
of more than $500,000.
FINANCING CHANGE OF CONTROL OFFER -- WE MAY NOT HAVE THE ABILITY TO RAISE THE
FUNDS NECESSARY TO FINANCE THE CHANGE OF CONTROL OFFER REQUIRED BY THE SENIOR
NOTE INDENTURES.
Upon the occurrence of certain change of control events, we will be
required to offer to repurchase all outstanding senior notes at a price equal to
101% of the principal amount and to offer to repurchase all of the outstanding
Series A preferred stock, subject to the senior rights of the senior note
holders. It is possible that we will not have sufficient funds at the time of
the change of control to make the required repurchases. If we are not able to
make the required repurchases, we would be in default under the senior note
indentures.
20
<PAGE> 21
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of June 30, 1999, ORBIMAGE had senior notes outstanding of $212.9
million with a fair value of $204.8 million as estimated by quoted market
prices. The senior notes mature on March 1, 2005. Interest on the senior notes
accrues at a rate of 11.625% per annum and is payable semi-annually in arrears
on March 1 and September 1. ORBIMAGE purchased U.S. Treasury securities in an
amount sufficient to pay the interest on the senior notes through March 1, 2000.
As of June 30, 1999, held-to-maturity securities restricted for the payment
of interest on the senior notes totaled $24.2 million. ORBIMAGE does not have
any derivative financial instruments as of June 30, 1999, and believes that the
interest rate risk associated with its senior notes and the market risk
associated with its securities are not material to the results of operations of
ORBIMAGE. The available-for-sale securities, totaling $9.5 million as of June
30, 1999, subject ORBIMAGE's financial position to interest rate risk, which is
not considered to be material.
21
<PAGE> 22
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - A complete listing of exhibits required is given in the
Exhibit Index that precedes the exhibits filed with this report.
(b) Reports on Form 8-K
On April 15, 1999, ORBIMAGE filed Form 8-K to announce the 1999 Offering.
On April 29, 1999, ORBIMAGE filed Form 8-K to announce the resignation of
its accountants.
On May 14, 1999, ORBIMAGE filed Form 8-K/A to amend the Form 8-K announcing
the resignation of its accountants.
On June 10, 1999, ORBIMAGE filed Form 8-K/A to amend the previously filed
Form 8-K/A announcing the change in accountants.
22
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ORBITAL IMAGING CORPORATION
DATED: August 16, 1999 By: /s/ Gilbert D. Rye
------------------
Gilbert D. Rye, President
and Chief Operating Officer
DATED: August 16, 1999 By: /s/ Armand D. Mancini
---------------------
Armand D. Mancini, Vice President
and Principal Financial Officer
23
<PAGE> 24
EXHIBIT INDEX
The following exhibits are filed as part of this report.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
------------------------------------------------------------------------------------------------------
<S> <C>
3.1+ Second Amended and Restated Certificate of Incorporation of ORBIMAGE.
3.2+ Bylaws of ORBIMAGE.
4.1+++ Specimen certificate of 11 5/8% Series C Senior Note due 2005.
4.2+++ Specimen certificate of 11 5/8% Series D Senior Notes due 2005.
4.3+ Indenture dated as of February 25, 1998, by and between ORBIMAGE and
Marine Midland Bank, n/k/a HSBC Bank USA, as trustee for the 11 5/8%
Senior Notes due 2005 of ORBIMAGE.
4.4++ Amended and Restated Stockholders' Agreement dated as of February
25, 1998, by and among ORBIMAGE, Orbital and the holders of Series A
preferred stock named therein.
4.5+++ Indenture dated as of April 22, 1999 by and between ORBIMAGE and HSBC
Bank USA, f/k/a Marine Midland Bank, as trustee, for the 11 5/8%
Senior Notes due 2005 of ORBIMAGE.
4.6+++ Registration Rights Agreement dated as of April 22, 1999, by and among
ORBIMAGE, Bear Stearns & Co. and Merrill Lynch & Co. as the initial
purchasers.
4.7+++ Pledge Agreement dated as of April 22, 1999 by and between HSBC Bank
USA, f/k/a Marine Midland Bank as collateral agent.
10.2+** Amended and Restated Procurement Agreement dated February 26, 1998 by
and between ORBIMAGE and Orbital.
10.3+ Amended and Restated Administrative Services Agreement dated December 31,
1997 by and between ORBIMAGE and Orbital.
10.4+ Non-Competition and Teaming Agreement dated as of May 8, 1997 by and
between ORBIMAGE and Orbital.
10.5+ OrbView-2 License Agreement dated as of May 8, 1997 by and between ORBIMAGE
and Orbital.
10.6+** Distributor License Agreement dated as of January 31, 1997, as amended
from time to time, by and between ORBIMAGE and Samsung Aerospace Industries,
Ltd.
10.7+ Form of Indemnification Agreement between ORBIMAGE and its directors and
officers.
10.8+ ORBIMAGE 1996 Stock Option Plan.
10.10* RadarSat-2 Master Agreement dated as of December 31, 1998 by and among
Orbital, MDA and ORBIMAGE.
</TABLE>
24
<PAGE> 25
<TABLE>
<S> <C>
10.11* Hyperspectral Imaging Data Agreement dated December 31, 1998 by and between
Orbital and ORBIMAGE.
10.12* Amendment No. 1 to Amended and Restated ORBIMAGE System Procurement Agreement
dated as of December 31, 1998 by and between Orbital and ORBIMAGE.
10.13+++ Purchase Agreement dated April 19, 1999 by and among ORBIMAGE, Bear Stearns
& Co. and Merrill Lynch & Co. as the initial purchasers.
10.14+++ Amendment No. 1 dated as of April 1, 1999 to the RadarSat-2 Master Agreement
dated as of December 31, 1998 by and among Orbital, MDA and ORBIMAGE.
10.15** ORBIMAGE Distribution Agreement dated March 18, 1999 by and between ORBIMAGE and
NTT Data Corporation.
10.16** ORBIMAGE Distribution Agreement dated February 8, 1999 by and between ORBIMAGE
and Geographic Information Services and Technology Transfer NetCorp, Inc.
10.17** Amendment No. 1 dated as of March 17, 1999 to the Distribution Agreement dated
February 8, 1999 by and among ORBIMAGE, GIS Technology Transfer NetCorp, Inc.
and GTT NetCorp., Inc.
10.18** ORBIMAGE Ground Stations Contract No. OGS-99-02-01 dated as of May 26, 1999 by and
between ORBIMAGE and MacDonald, Dettwiler and Associates Ltd.
11 Statement re computation of loss per common share (included in the notes to
condensed consolidated financial statements).
27 Financial Data Schedule.
</TABLE>
+ Incorporated by reference to the identically numbered exhibit to ORBIMAGE's
registration statement on Form S-4, as amended (Reg. No. 333-49583).
++ Incorporated by reference to Exhibit 4.9 to ORBIMAGE's registration
statement on Form S-4, as amended (Reg. No. 333-49583).
+++ Incorporated by reference to the identically numbered exhibit to ORBIMAGE's
registration statement on Form S-4, as amended (Reg. No. 333-80035).
* Incorporated by reference to the identically numbered exhibit to ORBIMAGE's
registration statement on Form S-1, as amended (Reg. No. 333-67697).
** Confidential treatment was granted pursuant to Rule 406 under the
Securities Act of 1933, in connection with ORBIMAGE's registration
statement on Form S-4, as amended (Reg. No. 333-49583). Certain portions of
the exhibit have been omitted. The omitted portions of such exhibits have
been separately filed with the Commission.
25
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEETS AND STATEMENTS OF OPERATIONS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30,
1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 70,785
<SECURITIES> 33,722
<RECEIVABLES> 2,555
<ALLOWANCES> 9
<INVENTORY> 0
<CURRENT-ASSETS> 107,062
<PP&E> 247,453
<DEPRECIATION> (35,762)
<TOTAL-ASSETS> 365,331
<CURRENT-LIABILITIES> 20,712
<BONDS> 212,917
69,162
0
<COMMON> 252
<OTHER-SE> 40,905
<TOTAL-LIABILITY-AND-EQUITY> 365,331
<SALES> 6,725
<TOTAL-REVENUES> 6,725
<CGS> 8,354
<TOTAL-COSTS> 8,354
<OTHER-EXPENSES> 4,719
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (1,138)
<INCOME-PRETAX> (5,210)
<INCOME-TAX> (1,954)
<INCOME-CONTINUING> (3,256)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,256)
<EPS-BASIC> (0.30)
<EPS-DILUTED> (0.30)
</TABLE>
