<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 2000
-------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from _______________ to ________________.
Commission file number 333-76413
GOLDEN SKY DBS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 43-1839531
-------- ----------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
c/o Pegasus Communication Management Company
225 City Line Avenue, Suite 200, Bala Cynwyd, PA 19004
------------------------------------------------ -----
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (888) 438-7488
--------------
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 ___
As of August 4, 2000, the Registrant had 100 shares of common stock
outstanding.
The Registrant meets the conditions set forth in General Instruction H
(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced
disclosure format.
<PAGE>
GOLDEN SKY DBS, INC.
Form 10-Q
Table of Contents
For the Quarterly Period Ended June 30, 2000
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
December 31, 1999 and June 30, 2000 .............................. 3
Consolidated Statements of Operations
Three months ended June 30, 1999 and 2000.......................... 4
Consolidated Statements of Operations
Six months ended June 30, 1999 and 2000............................ 5
Consolidated Statements of Cash Flows
Six months ended June 30, 1999 and 2000............................ 6
Notes to Consolidated Financial Statements........................... 7
Item 2. Management's Narrative Analysis of the Results of Operations........ 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................................... 15
Item 6. Exhibits and Reports on Form 8-K.................................... 15
Signature.................................................................... 16
2
<PAGE>
Golden Sky DBS, Inc.
Consolidated Balance Sheets
(Dollars in thousands)
<TABLE>
<CAPTION>
December 31, June 30,
1999 2000
------------ ------------
ASSETS (unaudited)
Current assets:
<S> <C> <C>
Cash and cash equivalents $3,241 | $1,538
Restricted cash 23,731 | 11,881
Accounts receivable, less allowance for doubtful |
accounts of $973 and $1,000, respectively 4,797 | 9,098
Inventory 3,108 | 630
Prepaid expenses and other 1,652 | 861
-------- | ----------
Total current assets 36,529 | 24,008
|
Property and equipment, net 5,853 | 4,205
Intangible assets, net 236,926 | 1,466,015
Deferred financing costs, net 11,462 | 11,307
Deposits and other 260 | 3,067
-------- | ----------
|
Total assets $291,030 | $1,508,602
======== | ==========
LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt $3,248 | $3,234
Accounts payable 8,089 | 350
Accrued interest 11,679 | 10,593
Accrued satellite programming, fees and commissions 14,804 | 8,361
Accrued expenses and other 943 | 16,356
-------- | ----------
Total current liabilities 38,763 | 38,894
|
Long-term debt 366,130 | 370,554
Net advances from affiliates - | 2,844
Deferred taxes - | 481,012
-------- | ----------
Total liabilities 404,893 | 893,304
-------- | ----------
|
Commitments and contingent liabilities - | -
|
Minority interest 936 | 904
|
Common stockholder's equity (deficit): |
Common stock; $0.01 par value; 1,000 shares |
authorized; 100 shares issued and outstanding - | -
Additional paid-in capital 97,754 | 878,819
Deficit (212,553) | (264,425)
-------- | ----------
Total stockholder's equity (deficit) (114,799) | 614,394
-------- | ----------
|
Total liabilities and stockholder's equity (deficit) $291,030 | $1,508,602
======== | ==========
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE>
Golden Sky DBS, Inc.
Consolidated Statements of Operations
(Dollars in thousands)
<TABLE>
<CAPTION>
Three Months 2000
Ended -------------------------------
June 30, April 1 May 6
1999 to May 5 to June 30
-------- -------- --------
(unaudited)
<S> <C> <C> <C>
Net revenues:
DBS services $ 31,182 $ 14,570 | $ 27,379
Lease and other 188 28 | 1,746
-------- -------- | --------
Total net revenues 31,370 14,598 | 29,125
|
Operating expenses: |
Programming, technical, general and administrative 27,783 11,840 | 20,253
Marketing and selling 13,587 1,979 | 4,623
Incentive compensation 26 33 | 402
Depreciation and amortization 9,140 3,028 | 25,796
Other expense, net -- 469 | --
-------- -------- | --------
Loss from operations (19,166) (2,751) | (21,949)
|
Interest expense (11,767) (4,193) | (8,268)
Interest income 829 86 | 21
Other non-operating expenses, net -- (990) | (447)
-------- -------- | --------
Loss before income taxes (30,104) (7,848) | (30,643)
Benefit for income taxes -- -- | (8,454)
-------- -------- | --------
Net loss ($30,104) ($ 7,848) | ($22,189)
======== ======== | ========
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE>
Golden Sky DBS, Inc.
Consolidated Statements of Operations
(Dollars in thousands)
<TABLE>
<CAPTION>
Six Months 2000
Ended ------------------------------
June 30, January 1 May 6
1999 to May 5 to June 30
-------- -------- --------
(unaudited)
<S> <C> <C> <C>
Net revenues:
DBS services $ 59,570 $ 58,061 | $ 27,379
Lease and other 385 85 | 1,746
-------- -------- | --------
Total net revenues 59,955 58,146 | 29,125
|
Operating expenses: |
Programming, technical, general and administrative 52,944 46,494 | 20,253
Marketing and selling 25,507 9,565 | 4,623
Incentive compensation 44 148 | 402
Depreciation and amortization 17,360 12,363 | 25,796
Other expense, net -- 1,691 | --
-------- -------- | --------
Loss from operations (35,900) (12,115) | (21,949)
|
Interest expense (21,728) (16,346) | (8,268)
Interest income 1,652 291 | 21
Other non-operating expenses, net -- (1,513) | (447)
-------- -------- | --------
Loss before income taxes (55,976) (29,683) | (30,643)
Benefit for income taxes -- -- | (8,454)
-------- -------- | --------
Loss before extraordinary items (55,976) (29,683) | (22,189)
Extraordinary loss from |
extinquishment of debt, net (2,935) -- | --
-------- -------- | --------
Net loss ($58,911) ($29,683) | ($22,189)
======== ======== | ========
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE>
Golden Sky DBS, Inc.
Consolidated Statements of Cash Flows
(Dollars in thousands)
<TABLE>
<CAPTION>
Six Months 2000
Ended ----------------------------
June 30, January 1 May 6
1999 to May 5 to June 30
---------- ------------ ----------
(unaudited)
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss ($ 58,911) ($ 29,683) | ($ 22,189)
Adjustments to reconcile net loss |
to net cash used for operating activities: |
Extraordinary loss on extinquishment of debt, net 2,935 -- | --
Depreciation and amortization 17,360 12,363 | 25,796
Amortization of debt discount, deferred financing costs and other 6,133 5,463 | 3,203
Stock incentive compensation 44 148 | 402
Bad debt expense 1,239 1,589 | 1,002
Deferred income taxes -- -- | (8,454)
Change in assets and liabilities: |
Accounts receivable 215 (1,214) | (5,322)
Inventory 3,484 794 | 1,684
Prepaid expenses and other (394) 775 | 16
Accounts payable and accrued expenses 5,719 (2,917) | 3,911
Accrued interest (203) (5,136) | 4,050
Deposits and other -- 151 | (2,958)
-------- -------- | ---------
Net cash used for operating activities (22,379) (17,667) | 1,141
-------- -------- | ---------
Cash flows from investing activities: |
Acquisitions (35,160) (1,509) | --
Capital expenditures (2,143) (209) | (737)
Purchase of intangible assets -- -- | (18,691)
Other (12) 386 | 916
-------- -------- | ---------
Net cash used for investing activities (37,315) (1,332) | (18,512)
-------- -------- | ---------
Cash flows from financing activities: |
Proceeds from long-term debt 100,049 -- | --
Repayments of long-term debt (8,515) (2,907) | --
Borrowings on bank credit facilities 21,000 8,000 | --
Repayments of bank credit facilities (53,000) -- | (8,000)
Net advances to/from affiliates -- -- | 2,844
Restricted cash 16,336 11,850 | --
Increase in deferred financing costs (5,770) (977) | --
Capital lease repayments (117) (203) | (46)
Contributions by Parent -- -- | 24,106
-------- -------- | ---------
Net cash provided by financing activities 69,983 15,763 | 18,904
-------- -------- | ---------
|
Net increase (decrease) in cash and cash equivalents 10,289 (3,236) | 1,533
Cash and cash equivalents, beginning of period 4,460 3,241 | 5
-------- -------- | ---------
Cash and cash equivalents, end of period $ 14,749 $ 5 | $ 1,538
======== ======== | =========
</TABLE>
See accompanying notes to consolidated financial statements
6
<PAGE>
GOLDEN SKY DBS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The Company:
Golden Sky DBS, Inc. ("Golden Sky DBS" or together with its subsidiaries,
the "Company") is a holding company which operates primarily through its
subsidiaries. Golden Sky DBS' subsidiaries provide direct broadcast satellite
television ("DBS") services to customers in certain rural areas of 24 states.
Golden Sky DBS was formed in February 1999 for the purpose of completing a
private offering (the "13.5% Notes Offering") of 13.5% Senior Discount Notes due
2007 (the "13.5% Notes"). Upon formation, Golden Sky DBS issued 100 shares of
its common stock to Golden Sky Holdings, Inc. ("GSH") in exchange for $100 and
the subsequent transfer of all of the capital stock of Golden Sky Systems, Inc.
("GSS") to Golden Sky DBS. Until February 1999, GSS was a wholly owned
subsidiary of GSH. Upon completion of the aforementioned transfer, GSS became a
wholly owned subsidiary of Golden Sky DBS and Golden Sky DBS became a wholly
owned subsidiary of GSH. Accordingly, GSS has been treated as the predecessor to
Golden Sky DBS and the historical financial statements of Golden Sky DBS prior
to February 1999 are those of GSS.
On May 5, 2000, GSH merged (the "Merger") with Pegasus GSS Merger Sub,
Inc., a wholly owned subsidiary of Pegasus Communications Corporation ("Pegasus"
or the "Parent") in a transaction accounted for as a purchase. In connection
with the Merger, the stockholders of GSH exchanged all of their outstanding
capital stock for approximately 12.2 million shares of Pegasus' Class A Common
Stock and options to purchase a total of approximately 698,000 shares of
Pegasus' Class A Common Stock and, as a consequence, GSH became a wholly owned
subsidiary of Pegasus. Pegasus did not assume, guarantee or otherwise have any
liability for GSH's outstanding indebtedness or any other liability of GSH or
its subsidiaries. After the Merger, except to the extent permitted under the
terms of the 13.5% Notes and GSS' 12.375% Senior Subordinated Notes due 2006
(the "12.375% Notes"), GSH did not assume, guarantee or otherwise have any
liability for any indebtedness or other liability of Pegasus or any of Pegasus'
subsidiaries.
Total consideration for the Merger was approximately $1.5 billion, which
consisted of approximately 12.2 million shares of Pegasus' Class A Common Stock
(amounting to $579.0 million at a price of $47.54 per share, the average closing
price per share five days prior and subsequent to the acquisition announcement),
options to purchase a total of approximately 698,000 shares of Pegasus' Class A
Common Stock (amounting to $33.2 million), approximately $383.0 million of
assumed net liabilities and a deferred tax liability of approximately $489.5
million, primarily as a result of timing differences related to DBS rights.
GSS was required to and made an offer (the "12.375% Notes Offer") to
purchase its 12.375% Notes for 101% of their principal amount plus accrued and
unpaid interest as a result of the change of control that occurred effective
with the Merger. The 12.375% Notes Offer expired on June 30, 2000. None of the
12.375% Notes had been tendered and, as a result, all of the 12.375% Notes
remain outstanding.
Golden Sky DBS was required to and made an offer (the "13.5% Notes Offer")
to purchase its 13.5% Notes for 101% of their principal amount plus accrued and
unpaid interest as a result of the change of control that occurred effective
with the Merger. The 13.5% Notes Offer expired on June 30, 2000. None of the
13.5% Notes had been tendered and, as a result, all of the 13.5% Notes remain
outstanding.
7
<PAGE>
GOLDEN SKY DBS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
2. Basis of Presentation:
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and Rule 10-01 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. The financial statements include the accounts of Golden
Sky DBS and all of its subsidiaries. All intercompany transactions and balances
have been eliminated. Certain amounts for 1999 have been reclassified for
comparative purposes.
The unaudited financial statements reflect all adjustments consisting of
normal recurring items which are, in the opinion of management, necessary for a
fair presentation, in all material respects, of the financial position of the
Company and the results of its operations and its cash flows for the interim
period. For further information, refer to the consolidated financial statements
and footnotes thereto for the year ended December 31, 1999 included in the
Company's Annual Report on Form 10-K for the year then ended.
As a result of the Merger and Pegasus' use of the purchase method of
accounting to record the acquisition of the Company, the "push down" effect of
the purchase price increased the Company's intangible assets by approximately
$1.2 billion. Substantially all of the $1.2 billion increase in the Company's
intangible assets was allocated to DBS rights, which are being amortized over a
10-year period. Additionally, the Company recorded approximately $18.7 million
of intangibles relating to costs associated with the Merger and restructuring
charges, which are also being amortized over a 10-year period. As a consequence,
results prior to the Merger are not comparable with those subsequent to the
Merger.
In May 2000, Pegasus completed a two-for-one stock split of its outstanding
Class A and Class B Common Stock in the form of a stock dividend. All references
to PCC's shares, including shares issued and option shares included in the
accompanying notes to consolidated financial statements reflect the stock split
and its retroactive effect.
3. Equity:
On May 5, 2000, in connection with the Merger, the stockholders of GSH
exchanged all of their outstanding capital stock for shares of Pegasus' Class A
Common Stock and options to purchase shares of Pegasus' Class A Common Stock
and, as a result, the Company became an indirect wholly owned subsidiary of
Pegasus.
As of December 31, 1999 and June 30, 2000, the Company had one class of
Common Stock. The Company's ability to pay dividends on its Common Stock is
subject to certain restrictions.
4. Long-Term Debt:
<TABLE>
<CAPTION>
Long-term debt consists of the following (in thousands): December 31, June 30,
1999 2000
------------ ---------
<S> <C> <C>
Senior Subordinated Notes payable by GSS, due 2006, interest at
12.375%, payable semi-annually in arrears on February 1 and
August 1............................................................ $195,000 $195,000
Senior Discount Notes payable by Golden Sky DBS, due 2007,
interest at 13.5%, payable semi-annually on March 1 and
September 1, commencing September 1, 2004, net of unamortized
discount of $81.0 million and $73.4 million as of December 31,
1999 and June 30, 2000, respectively................................ 112,095 119,661
Senior seven-year $115.0 million revolving credit facility, payable
by GSS, interest at GSS' option at either the bank's rate plus an
applicable margin or LIBOR plus an applicable margin.............. 17,000 17,000
Senior seven-year $35.0 million term loan facility, payable by GSS,
interest at GSS' option at either the bank's rate plus an
applicable margin or LIBOR plus an applicable margin.............. 35,000 35,000
Sellers' notes, due 2000 to 2003, interest at 6.75% to 7%........... 9,823 6,916
Capital leases and other............................................ 460 211
-------- --------
369,378 373,788
Less current maturities............................................. 3,248 3,234
-------- --------
Long-term debt...................................................... $366,130 $370,554
======== ========
</TABLE>
8
<PAGE>
GOLDEN SKY DBS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
4. Long-Term Debt: - (Continued)
GSS maintains a $115.0 million senior revolving credit facility and a $35.0
million senior term credit facility (collectively, the "GSS Credit Facility"),
which is collateralized by substantially all of the assets of GSS and its
subsidiaries. The GSS Credit Facility is subject to certain financial covenants
as defined in the loan agreement, including a debt to adjusted cash flow
covenant. As of June 30, 2000, $35.9 million of stand-by letters of credit were
issued pursuant to the GSS Credit Facility, including $6.9 million
collateralizing the Company's outstanding sellers' notes.
In January 2000, GSS completed an amendment to the GSS Credit Facility. The
amendment, which was effective as of December 31, 1999, waived GSS' third
quarter 1999 covenant violations and amended certain fourth quarter 1999 and
year 2000 covenant requirements. Pursuant to the amendment, GSS was authorized
to borrow up to an additional $20.0 million under the GSS Credit Facility prior
to March 31, 2000. These incremental borrowings, which were secured by letters
of credit provided by certain of GSH's former shareholders, were required to be
repaid by May 31, 2000. Upon repayment of the incremental borrowings, GSS will
have potential incremental borrowing capacity during the remainder of the year
ending December 31, 2000 equal to the lesser of equity contributed by Pegasus to
repay the incremental borrowings and fund other working capital requirements or
$20.0 million. In May 2000, Pegasus made an $8.1 million capital contribution to
GSS that was used to repay the incremental borrowings and a $12.0 million
capital contribution to GSS that was used for working capital. As of June 30,
2000, GSS was in compliance with the GSS Credit Facility's amended covenants.
The 12.375% Notes may be redeemed, at the option of GSS, in whole or in
part, at various points of time after August 1, 2003 at the redemption prices
specified in the 12.375% Notes Indenture, plus accrued and unpaid interest
thereon.
The 13.5% Notes may be redeemed, at the option of Golden Sky DBS, in whole
or in part, at various points of time after March 1, 2004 at the redemption
prices specified in the 13.5% Notes Indenture, plus accrued and unpaid interest
thereon.
The Company's indebtedness contains certain financial and operating
covenants, including restrictions on the Company's ability to incur additional
indebtedness, to create liens and to pay dividends.
5. Supplemental Cash Flow Information:
<TABLE>
<CAPTION>
Significant non-cash investing and financing activities are as follows (in thousands):
Six Months Ended June 30,
-------------------------
1999 2000
---- ----
<S> <C>
Acquisition of plant under capital leases..................................... $78 -
Notes payable and related acquisition of intangibles.......................... 2,925 -
Capital contribution and related acquisition of intangibles................... - $756,811
Notes payable and related acquisition of intangibles.......................... - 489,466
</TABLE>
For the six months ended June 30, 1999 and 2000, the Company paid cash
for interest in the amount of $15.5 million and $17.0 million, respectively. The
Company paid no federal income taxes for the six months ended June 30, 1999 and
2000.
6. Commitments and Contingent Liabilities:
Legal Matters:
From time to time the Company is involved with claims that arise in the
normal course of business. In the opinion of management, the ultimate liability
with respect to these claims will not have a material adverse effect on the
consolidated operations, liquidity, cash flows or financial position of the
Company.
9
<PAGE>
GOLDEN SKY DBS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
6. Commitments and Contingent Liabilities: - (Continued)
The Company is a rural affiliate of the National Rural
Telecommunications Cooperative ("NRTC"). The NRTC is a cooperative organization
whose members and affiliates are engaged in the distribution of
telecommunications and other services in predominantly rural areas of the United
States. The Company's ability to distribute DIRECTV programming services is
dependent upon agreements between the NRTC and Hughes Electronics Corporation,
DIRECTV's parent, and between the Company and the NRTC.
On June 3, 1999, the NRTC filed a lawsuit in federal court against
DIRECTV seeking a court order to enforce the NRTC's contractual rights to obtain
from DIRECTV certain premium programming formerly distributed by United States
Satellite Broadcasting Company, Inc. for exclusive distribution by the NRTC's
members and affiliates in their rural markets. On July 22, 1999, DIRECTV
responded to the NRTC's continuing lawsuit by rejecting the NRTC's claims to
exclusive distribution rights and by filing a counterclaim seeking judicial
clarification of certain provisions of DIRECTV's contract with the NRTC. In
particular, DIRECTV contends in its counterclaim that the term of DIRECTV's
contract with the NRTC is measured solely by the orbital life of DBS-1, the
first DIRECTV satellite launched into orbit at the 101(Degree) W orbital
location, without regard to the orbital lives of the other DIRECTV satellites at
the 101(Degree) W orbital location. DIRECTV also alleges in its counterclaim
that the NRTC's right of first refusal, which is effective at the end of the
term of DIRECTV's contract with the NRTC, does not provide for certain
programming and other rights comparable to those now provided under the
contract.
On August 26, 1999, the NRTC filed a separate lawsuit in federal court
against DIRECTV claiming that DIRECTV had failed to provide to the NRTC its
share of launch fees and other benefits that DIRECTV and its affiliates have
received relating to programming and other services. On September 9, 1999, the
NRTC filed a response to DIRECTV's counterclaim contesting DIRECTV's
interpretations of the end of term and right of first refusal provisions.
On January 10, 2000, the Company and Pegasus filed a lawsuit in federal
court against DIRECTV which contains causes of action for various torts, common
counts and declaratory relief based on DIRECTV's failure to provide the NRTC
with premium programming, thereby preventing the NRTC from providing this
programming to the Company and Pegasus. The claims are also based on DIRECTV's
position with respect to launch fees and other benefits, term and rights of
first refusal. The complaint seeks monetary damages and a court order regarding
the rights of the NRTC and its members and affiliates.
On February 10, 2000, the Company and Pegasus filed an amended
complaint which added new tort claims against DIRECTV for interference with
plaintiffs' relationships with manufacturers, distributors and dealers of direct
broadcast satellite equipment. The Company and Pegasus also withdrew the class
action allegations to allow a new class action to be filed on behalf of the
members and affiliates of the NRTC. The class action was filed on February 27,
2000. All four actions are now pending before the same judge, who has set
various hearing dates, including the following. On October 2, 2000, the court
will hear argument on the motion for class certification and on DIRECTV's motion
to dismiss certain of our claims and claims by the class members. DIRECTV's
motion for partial summary judgment on the right of first refusal will be heard
on October 30, 2000. The court has set a trial date of November 27, 2001 for all
four actions.
Management is not currently able to predict the outcome of the DIRECTV
litigation matters or the effect such outcome will have on the consolidated
operations, liquidity, cash flows or financial position of the Company.
10
<PAGE>
ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS
This Report contains certain forward-looking statements (as such term is
defined in the Private Securities Litigation Reform Act of 1995) and information
relating to us that are based on the beliefs of our management, as well as
assumptions made by and information currently available to our management. When
used in this Report, the words "estimate," "project," "believe," "anticipate,"
"intend," "expect" and similar expressions are intended to identify
forward-looking statements. Such statements reflect our current views with
respect to future events and are subject to unknown risks, uncertainties and
other factors that may cause actual results to differ materially from those
contemplated in such forward-looking statements. Such factors include, among
other things, the following: general economic and business conditions, both
nationally, internationally and in the regions in which we operate;
relationships with and events affecting third parties like DIRECTV, Inc.;
litigation with DIRECTV; demographic changes; existing government regulations
and changes in, or the failure to comply with government regulations;
competition; the loss of any significant numbers of subscribers; changes in
business strategy or development plans; technological developments and
difficulties; the ability to attract and retain qualified personnel; our
significant indebtedness; the availability and terms of capital to fund the
expansion of our business; and other factors referenced in this Report and in
reports and registration statements filed by Golden Sky DBS and its parent
company, Pegasus Communications Corporation, from time to time with the
Securities and Exchange Commission. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as the date
hereof. We do not undertake any obligation to publicly release any revisions to
these forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.
In reliance upon General Instruction (H)(2)(a) of Form 10-Q, Golden Sky DBS
is providing the limited disclosure set forth below. Such disclosure requires us
only to provide a narrative analysis of the results of operations which explains
the reasons for material changes in the amount of revenue and expense items
between the most recent fiscal year-to-date period presented and the
corresponding year-to-date period in the preceding fiscal year. The following
discussion of the results of operations of Golden Sky DBS should be read in
conjunction with the consolidated financial statements and related notes which
are included on pages 3-10 herein.
General
Golden Sky DBS, Inc. is:
o A wholly owned subsidiary of Golden Sky Holdings, Inc., which
is a wholly owned subsidiary of Pegasus Communications
Corporation.
o An independent provider of DIRECTV with 354,000 subscribers at June 30,
2000. We have the exclusive right to distribute DIRECTV digital
broadcast satellite services to approximately 1.9 million rural
households in 24 states. We distribute DIRECTV through the Pegasus
retail network, a network in excess of 3,000 independent retailers.
We are a holding company and were originally formed in February 1999. We
operate primarily through our subsidiary, Golden Sky Systems, Inc. Golden Sky
Systems was originally formed in June 1996 to acquire, own and manage rights to
distribute DIRECTV services to residential households and commercial
establishments in certain rural areas of the United States. On May 5, 2000, we
became a wholly owned subsidiary of Pegasus Communications Corporation, the
largest independent provider of DIRECTV, through a merger of Golden Sky Holdings
with a subsidiary of Pegasus.
In connection with the merger, the stockholders of Golden Sky Holdings
exchanged all of their capital stock for approximately 12.2 million shares of
Pegasus' Class A Common Stock and options to purchase a total of approximately
698,000 shares of Pegasus' Class A Common Stock and, as a consequence, we became
a wholly owned subsidiary of Pegasus Communications Corporation.
Total consideration for the merger was approximately $1.5 billion, which
consisted of:
o approximately 12.2 million shares of Pegasus' Class A Common Stock
(amounting to $579.0 million),
11
<PAGE>
o options to purchase a total of approximately 698,000 shares of Pegasus'
Class A Common Stock (amounting to $33.2 million),
o approximately $383.0 million in assumed net liabilities, and
o a deferred tax liability of approximately $489.5 million, primarily as a
result of timing differences related to DBS rights.
Revenues are principally derived from monthly customer subscription and
pay-per-view services.
In this section, we use the terms pre-marketing operating expenses,
pre-marketing cash flow and location cash flow. Pre-marketing operating expenses
consist of:
o programming and technical expenses, including amounts paid to programming
suppliers, digital satellite system authorization charges and satellite
control fees, each of which is paid on a per subscriber basis, and DIRECTV
royalties which are equal to 5% of DBS services revenue, and
o general and administrative expenses, including administrative costs
associated with our sales and customer service operations.
Pre-marketing cash flow is calculated by taking our earnings and adding
back the following expenses:
o interest,
o income taxes,
o depreciation and amortization,
o non-cash charges, such as incentive compensation under our stock option
plan and Pegasus' restricted stock, stock option and 401(k) plans,
o extraordinary items,
o non-recurring charges, such as costs associated with our merger with Pegasus,
and
o subscriber acquisition costs, which are sales and marketing expenses
incurred and promotional programming provided in connection with the
addition of new subscribers.
Location cash flow is pre-marketing cash flow less subscriber acquisition
costs.
Pre-marketing cash flow and location cash flow are not, and should not be
considered, an alternative to income from operations, net income, net cash
provided by operating activities or any other measure for determining our
operating performance or liquidity, as determined under generally accepted
accounting principles. Pre-marketing cash flow and location cash flow also do
not necessarily indicate whether our cash flow will be sufficient to fund
working capital, capital expenditures, or to react to changes in our industry or
the economy generally. We believe that pre-marketing cash flow and location cash
flow are important, however, for the following reasons:
o those who follow our industry frequently use them as measures of performance
and ability to pay debt service, and
o they are measures that we, our lenders and investors use to monitor our
financial performance and debt leverage.
Golden Sky DBS generally does not require new DBS customers to sign
programming contracts and, as a result, subscriber acquisition costs are
currently being charged to operations in the period incurred.
12
<PAGE>
Certain of our DBS customers, primarily those converted from
Primestar's medium-power DBS business, pay a monthly rental fee to us for use of
our DBS subscriber equipment. The equipment is owned by us and, accordingly, the
equipment costs are capitalized and depreciated over a period of three years.
These equipment costs are not included as a component of subscriber acquisition
costs in our results of operations.
Results of Operations
Six months ended June 30, 2000 compared to the six months ended June 30, 1999
Revenues for the six months ended June 30, 2000 were $87.3 million, an
increase of $27.3 million, or 46%, compared to revenues of $60.0 million for the
same period in 1999. The increase is primarily due to an increase in the average
number of subscribers in the first half of 2000 compared to the first half of
1999. The average monthly revenue per subscriber was $41.70 for the six months
ended June 30, 2000 compared to $38.79 for the same period in 1999.
Pre-marketing operating expenses were $66.7 million for the six months
ended June 30, 2000, an increase of $13.8 million, or 26%, compared to $52.9
million for the same period in 1999. The increase is attributable to significant
growth in subscribers over the last twelve months. As a percentage of revenue,
pre-marketing operating expenses were 76.5% for the six months ended June 30,
2000 compared to 88.3% for the same period in 1999.
Subscriber acquisition costs were $14.2 million for the six months ended
June 30, 2000, a decrease of $11.3 million, or 44%, compared to $25.5 million
for the same period in 1999. Gross subscriber additions were 48,800 during the
six months ended June 30, 2000 compared to 68,600 for the same period in 1999.
Subscriber acquisition costs per gross subscriber addition were $291 for the six
months ended June 30, 2000 compared to $372 for the same period in 1999. The
decrease in subscriber acquisition costs per gross subscriber addition is
primarily due to a decrease in promotional programming. Approximately $706,000
of DBS subscriber equipment was capitalized in the second quarter of 2000
related to rental units which are being depreciated over a three year period.
Incentive compensation under our stock option plan and Pegasus' restricted
stock, stock option and 401(k) plans was $550,000 for the six months ended June
30, 2000 compared to $44,000 for the same period in 1999. Incentive compensation
under Pegasus' restricted stock, stock option and 401(k) plans is calculated
based on increases in pro forma location cash flow.
Depreciation and amortization expense was $38.2 million for the six months
ended June 30, 2000, an increase of $20.8 million, or 120%, compared to $17.4
million for the same period in 1999. The increase in depreciation and
amortization is primarily due to an increase in the intangible asset base as the
result of the change in accounting basis resulting from the acquisition of
Golden Sky Holdings by Pegasus and DBS acquisitions that occurred in 1999.
Other expenses were $1.7 million for the six months ended June 30, 2000.
These expenses primarily reflect lease termination and severance expenses
incurred prior to and as a result of the merger with Pegasus.
Interest expense was $24.6 million for the six months ended June 30, 2000,
an increase of $2.9 million, or 13%, compared to $21.7 million for the same
period in 1999. The increase in interest expense is primarily due to higher
outstanding debt balances in the first half of 2000 as compared to the first
half of 1999. Interest income was $312,000 for the six months ended June 30,
2000, a decrease of $1.3 million, or 81%, compared to interest income of $1.7
million for the same period in 1999. The decrease in interest income is due to
lower average cash balances, including restricted cash, in the first half of
2000 as compared to the first half of 1999.
Other non-operating expenses were $2.0 million for the six months ended
June 30, 2000. These expenses primarily reflect costs relating to the merger
with Pegasus and losses on the disposal of fixed assets.
The benefit for income taxes amounted to $8.5 million for the six months
ended June 30, 2000. The benefit for income taxes is primarily attributable to
the amortization of deferred tax liabilities originating from the merger with
Pegasus.
13
<PAGE>
Pre-marketing cash flow approximated $20.5 million for the six months ended
June 30, 2000, an increase of $13.5 million, or 193%, compared to $7.0 million
for the same period in 1999. Pre-marketing cash flow increased as a result of
acquisitions and internal growth in Golden Sky DBS' subscriber base and lower
operating and corporate overhead expenses.
Seasonality
Golden Sky DBS' operating results in any period may be affected by the
incurrence of advertising and promotion expenses that do not necessarily produce
commensurate revenues in the short-term until the impact of such advertising and
promotion is realized in future periods.
Inflation
Golden Sky DBS believes that inflation has not been a material factor
affecting its business. In general, Golden Sky DBS' revenues and expenses are
impacted to the same extent by inflation. A majority of Golden Sky DBS'
indebtedness bears interest at a fixed rate.
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS No. 133"). As a result of the subsequent issuance
of SFAS No. 137 in July 1999 and SFAS No. 138 in June 2000, SFAS No. 133 is now
effective for fiscal years beginning after June 15, 2000. SFAS No. 133
establishes accounting and reporting standards for derivative instruments and
for hedging activities. Management believes that the adoption of SFAS No. 133
will not have a material effect on our business, financial position or results
of operations.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB 101"), which provides guidance on the recognition, presentation and
disclosure of revenue in financial statements filed with the SEC. SAB 101
outlines the basic criteria that must be met in order to recognize revenue and
provides guidance for disclosure related to revenue recognition policies. The
subsequent issuance of SAB 101B has deferred the timing of the adoption of the
requirements until the fourth quarter of 2000. Management believes that the
adoption of SAB 101 will not have a material effect on our business, financial
position or results of operations.
14
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
DIRECTV/NRTC Litigation. We hereby incorporate by reference the
disclosure relating to "DIRECTV/NRTC Litigation" set forth under "Item 3: Legal
Proceedings" on pages 25 and 26 of Pegasus' Annual Report on Form 10-K filed
with the SEC on March 10, 2000 for the fiscal year ended December 31, 1999. The
last paragraph of this disclosure is deleted and replaced in its entirety by the
paragraphs set forth below. To the extent the disclosure set forth below
supersedes or updates other disclosure under "Item 3: Legal Proceedings," such
disclosure is hereby deemed to be modified, superseded and/or updated.
On February 10, 2000, we and Pegasus filed an amended complaint which
added new tort claims against DIRECTV for interference with plaintiffs'
relationships with manufacturers, distributors and dealers of direct broadcast
satellite equipment. We and Pegasus also withdrew the class action allegations
to allow a new class action to be filed on behalf of the members and affiliates
of the National Rural Telecommunications Cooperative. The class action was filed
on February 27, 2000. All four actions are now pending before the same judge,
who has set various hearing dates, including the following. On October 2, 2000,
the court will hear argument on the motion for class certification and on
DIRECTV's motion to dismiss certain of our claims and claims by the class
members. DIRECTV's motion for partial summary judgment on the right of first
refusal will be heard on October 30, 2000. The court has set a trial date of
November 27, 2001 for all four actions.
The outcome of this litigation and the litigation filed by the National
Rural Telecommunications Cooperative could have a material adverse effect on our
direct broadcast satellite business.
Other Matters. In addition to the matters discussed above, from time to
time we are involved with claims that arise in the normal course of our
business. In our opinion, the ultimate liability with respect to these claims
will not have a material adverse effect on our consolidated operations, cash
flows or financial position.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following documents are filed as Exhibits to this Report on
Form 10-Q.
27.1 Financial Data Schedule.
99.1 Material incorporated by reference from Pegasus' Annual
Report on Form 10-K filed with the SEC on March 10, 2000 for
the fiscal year ended December 31, 1999.
(b) Reports on Form 8-K
On May 19, 2000, we filed a Current Report on Form 8-K dated May
5, 2000 reporting under Item 1 that (i) a change of control had
occurred with respect to the merger (the "Merger") of Golden Sky
Holdings, Inc. into a wholly-owned subsidiary of Pegasus on May 5,
2000, which resulted in Golden Sky DBS becoming a wholly-owned
subsidiary of Pegasus and (ii) the resignation of our directors
and the election of three new directors to our Board of Directors.
15
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Golden Sky DBS, Inc. has duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized.
GOLDEN SKY DBS, INC.
August 11, 2000 By: /s/ M. Kasin Smith
------------------------------- -----------------------
Date M. Kasin Smith
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
16
