SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 12, 1994
COMSAT Corporation
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(Exact name of Registrant as specified in Charter)
District of Columbia 1-4929 52-0781863
- ------------------------ ------------ --------------
(State or other juris- (Commission (IRS Employer
diction of incorporation File Number) Identification
Number)
6560 Rock Spring Drive, Bethesda, MD 20817
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (301) 214-3000
Not applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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Attached to this report as Exhibit 20(a), and incorporated
by reference in this item, is a Press Release of the Corporation,
distributed on July 12, 1994, reporting that the audit by the
Federal Communications Commission of the participation of COMSAT
Mobile Communications (CMC) in Inmarsat and CMC's earnings in
1991 and 1992 has been completed.
Attached to this report as Exhibit 20(b), and incorporated
by reference in this item, is a Press Release of the Corporation,
distributed on July 15, 1994, describing the Corporation's
financial results for the quarter ending June 30, 1994.
Item 7. Financial Statements and Exhibits
- ------------------------------------------
(c) Exhibits (listed according to the number assigned in
Item 601 of Regulation S-K).
Exhibit No. Description
----------- ------------
20(a) Press Release dated July 12, 1994.
20(b) Press Release dated July 15, 1994.
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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 hereunto duly authorized.
COMSAT Corporation
By: /s/ Allen E. Flower
--------------------
Allen E. Flower
Controller
Date: July 19, 1994
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EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
20(a) Press Release dated July 12, 1994. 5
20(b) Press Release dated July 15, 1994. 6
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Exhibit 20(a)
July 12, 1994
For immediate release
FCC AUDIT OF COMSAT MOBILE COMMUNICATIONS COMPLETED
BETHESDA, Md. -- COMSAT Corporation announced today that the
FCC review of COMSAT Mobile Communications' (CMC) financial
participation in Inmarsat and CMC's earnings in 1991 and 1992 has
been completed. COMSAT has been informed by the FCC that CMC's
earnings during those years do not appear excessive, and that the
FCC does not intend to take enforcement action regarding these
matters.
"We are pleased that the Federal Communications Commission's
review has been concluded," said Bruce L. Crockett, president and
CEO of COMSAT Corporation. "We cooperated fully with the FCC
during this 11-month review and are very happy with the final
outcome."
COMSAT Mobile Communications, a division of COMSAT Corporation,
provides maritime, land mobile and aeronautical satellite
services to customers around the world via the Inmarsat system,
the London-based consortium of 74 countries that operates the
global communications satellite network.
COMSAT Corporation (NYSE:CQ) is an international
communications, information and entertainment-distribution
services company. It provides voice, video and data services to
customers worldwide by fixed and mobile technologies and is the
largest owner and user of the global INTELSAT and Inmarsat
communications satellite networks. COMSAT Corporation also
furnishes satellite systems integration, wireless networks and
technical consulting; offers on-demand entertainment and
information services to the hospitality industry; and owns the
NBA Denver Nuggets.
# # #
CONTACT: Joe Tomkowicz media relations (301) 214-3658
Mike Troiano investor relations (301) 214-3244
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Exhibit 20(b)
July 15, 1994
For immediate release
COMSAT REPORTS RECORD REVENUES FOR 2ND Q UARTER,
INCREASES QUARTERLY DIVIDEND
BETHESDA, Md. -- COMSAT Corporation today reported record
second quarter 1994 revenues of $207.9 million, including $4.8
million in proceeds from the settlement of business-interruption
insurance claims. Second quarter net income was $21.6 million,
or 46 cents per share, compared to $23.1 million, or 49 cents per
share, for the second quarter of 1993 as restated. Earnings for
second quarter 1994 reflect transaction costs associated with the
merger of Radiation Systems, Inc. of $4.1 million after tax or
eight cents per share.
"Our second quarter results show that we're regaining momentum
after a relatively slow first quarter," said Bruce L. Crockett,
president and CEO of COMSAT Corporation. "We've strengthened our
business by creating COMSAT RSI through completion of the
Radiation Systems merger, and we're seeing a huge increase in our
On Command Video (OCV) business. We remain committed to pursuing
double-digit growth in earnings over restated 1993 results, but
the combination of our performance year-to-date and the merger's
impact on the number of outstanding shares lead us to believe
that actual results may be slightly below that goal."
In the Entertainment segment, COMSAT Video Enterprises revenues
grew 44 percent to $38.5 million in the second quarter compared
to $26.8 million a year ago. Operating income increased more
than eight-fold, from $0.5 million a year ago to $4.7 million --
largely due to increased OCV
(more)
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COMSAT Q2 1994 RESULTS -- page two 7/15/94
installations and the success of the NBA Denver Nuggets
franchise. The total number of installed and backlog hotel rooms
for the OCV service reached 335,000 in the second quarter,
compared to 125,000 for the same period a year ago.
Revenues in the International Communications segment, which
includes COMSAT World Systems (CWS) and COMSAT International
Ventures (CIV), were $63.9 million, or about the same as a year
ago. Increased revenues in CIV were offset by CWS rate cuts
instituted last year. Operating income was down four percent to
$24.3 million -- due to operating losses from new ventures, the
results of the rate cuts, and increased depreciation costs offset
by adjustments associated with INTELSAT's pension plans.
COMSAT Mobile Communications revenues fell slightly to $46.1
million from $47.2 million a year earlier due to rate cuts
instituted last year and a small drop in analog traffic. With
commissioned digital terminals exceeding 2,100, digital traffic
grew 35 percent over last quarter. Operating income was off 17
percent to $9.7 million from $11.7 million a year earlier due to
the decrease in revenues, increased depreciation costs and a
lower share of Inmarsat system revenues.
In the Technology Services segment, which includes COMSAT RSI
and COMSAT Laboratories, revenues in the second quarter were
$61.6 million, compared to $51.3 million for the same period a
year earlier. Without business-interruption insurance proceeds
of $4.8 million in second quarter 1994 and $1.3 million in second
quarter 1993, revenues grew by 13 percent. Operating income was
$4.1 million, the same as a year ago. Excluding $4.3 million in
(more)
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COMSAT Q2 1994 RESULTS -- page three 7/15/94
transaction and integration costs associated with the merger of
Radiation Systems, Inc., and the business-interruption insurance
proceeds, operating income grew $0.7 million over the second
quarter of 1993. The business-interruption insurance proceeds
cover revenue losses resulting from tornado damage to a COMSAT
RSI plant in Florida in 1992.
In other business, the Board of Directors increased the regular
quarterly dividend to 19.5 cents per share, an increase of five
percent, or one cent, payable September 12, 1994, to shareholders
of record August 12, 1994. This is the 96th consecutive
quarterly dividend declared by the corporation.
COMSAT Corporation (NYSE:CQ) is an international
communications, information and entertainment-distribution
services company. It provides voice, video and data services to
customers worldwide by fixed and mobile technologies and is the
largest owner and user of the global INTELSAT and Inmarsat
communications satellite networks. COMSAT Corporation also
furnishes satellite systems integration, wireless networks and
technical consulting; offers on-demand entertainment and
information services to the hospitality industry; and owns the
NBA Denver Nuggets.
# # #
CONTACT: Joe Tomkowicz media relations (301) 214-3658
Mike Troiano investor relations (301) 214-3244
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<TABLE>
<CAPTION>
COMSAT CORPORATION
CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
(In millions except per share amounts)
For The Three Months Ended For The Six Months Ended
-------------------------- ------------------------
June 30, June 30, June 30, June 30,
1994 1993 1994 1993
-------------------------- ------------------------
<S> <C> <C> <C> <C>
REVENUES $207.9 $185.8 $408.4 $380.5
------ ------ ------ ------
OPERATING EXPENSES:
Cost of Services 112.6 100.8 227.3 211.2
Depreciation and Amortization 40.0 34.7 80.3 69.3
Research and Development 3.7 3.6 7.0 7.3
General and Administrative 5.4 5.3 10.7 10.5
Merger and Integration Costs 4.3 - 4.3 -
------ ------ ------ ------
Total Operating Expenses 166.0 144.4 329.6 298.3
------ ------ ------ ------
OPERATING INCOME 41.9 41.4 78.8 82.2
OTHER INCOME, NET 0.1 2.5 1.2 1.4
INTEREST INCOME 0.3 0.6 0.5 0.8
INTEREST COST (11.1) (12.1) (23.0) (24.2)
INTEREST CAPITALIZED 6.1 5.5 11.8 10.6
------ ------ ------ ------
INCOME BEFORE TAXES AND CUMULATIVE
EFFECT OF ACCOUNTING CHANGE 37.3 37.9 69.3 70.8
INCOME TAX EXPENSE (15.7) (14.8) (27.5) (27.2)
------ ------ ------ ------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE 21.6 23.1 41.8 43.6
CUMULATIVE EFFECT OF ACCOUNTING
CHANGE FOR INCOME TAXES - - - 1.9
------ ------ ------ ------
NET INCOME $ 21.6 $ 23.1 $ 41.8 $ 45.5
====== ====== ====== ======
EARNINGS PER SHARE:
Before cumulative effect of accounting $0.46 $0.49 $0.89 $0.93
Cumulative effect of accounting change - - - 0.04
------ ------ ------ ------
Net Income $0.46 $0.49 $0.89 $0.97
====== ====== ====== ======
AVERAGE SHARES 47.2 47.2 47.2 47.0
</TABLE>
Note: In June 1994, the corporation consummated a merger with Radiation
Systems, Inc (RSi). The merger has been treated as a "pooling of interests"
for accounting purposes. Accordingly, these financial statements
have been retroactively restated for all periods to include RSi.
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<TABLE>
<CAPTION>
COMSAT CORPORATION
OPERATING RESULTS BY BUSINESS SEGMENT (UNAUDITED)
(In millions)
1993 1994
------------------------------------- ----------------------
QTR 1 QTR 2 QTR 3 QTR 4 TOTAL QTR 1 QTR 2 TOTAL
------------------------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUES (1)
- -------------
INTERNATIONAL COMMUNICATIONS $ 64.9 $ 63.5 $ 61.7 $ 59.8 $249.9 $ 63.9 $ 63.9 $127.8
MOBILE COMMUNICATIONS 50.0 47.2 47.3 45.5 190.0 44.0 46.1 90.1
ENTERTAINMENT (2) 33.9 26.8 26.6 34.5 121.8 40.4 38.5 78.9
TECHNOLOGY SERVICES (3) 48.5 51.3 45.5 56.9 202.2 55.3 61.6 116.9
ELIMINATIONS AND OTHER (2.6) (3.0) (1.8) (2.2) (9.6) (3.1) (2.2) (5.3)
-------------------------------------- ----------------------
TOTAL REVENUES $194.7 $185.8 $179.3 $194.5 $754.3 $200.5 $207.9 $408.4
====================================== ======================
1993 1994
-------------------------------------- ---------------------
QTR 1 QTR 2 QTR 3 QTR 4 TOTAL QTR 1 QTR 2 TOTAL
-------------------------------------- ---------------------
OPERATING INCOME (LOSS) (1)
INTERNATIONAL COMMUNICATIONS $ 28.1 $ 25.4 $ 22.5 $ 13.8 $ 89.8 $ 22.3 $ 24.3 $ 46.6
MOBILE COMMUNICATIONS 13.2 11.7 12.6 11.3 48.8 10.2 9.7 19.9
ENTERTAINMENT (2) 1.3 0.5 2.4 2.3 6.5 1.8 4.7 6.5
TECHNOLOGY SERVICES (3) 1.9 4.1 3.2 2.9 12.1 3.4 4.1 7.5
OTHER (2) (3.7) (0.3) (0.7) (0.9) (5.6) (0.8) (0.9) (1.7)
-------------------------------------- ----------------------
TOTAL OPERATING INCOME $ 40.8 $ 41.4 $ 40.0 $ 29.4 $151.6 $ 36.9 $ 41.9 $ 78.8
====================================== ======================
</TABLE>
(1) Revenues and operating income for the Technology Services segment have
been restated to include the operations of Radiation Systems, Inc.
Quarterly operating income (loss) for each segment has also been
restated to reallocate indirect expenses.
(2) Beginning with the second quarter of 1994, the corporation reports its
entertainment services businesses, including COMSAT Video Enterprises,
Inc. and On Command Video Corporation, and the Denver Nuggets in the
Entertainment segment. The Denver Nuggets' results were previously
reported in Eliminations and Other Activities. Results for prior
quarters have been adjusted for this change.
(3) Revenues and operating income for the Technology Services segment
include business interruption insurance income of $0.9 million,
$1.3 million and $0.8 million in the first, second and third quarters
of 1993, respectively, and $4.8 million in the second quarter of 1994.
(4) Technology Services segment operating income for the second quarter of
1994 includes a charge of $4.3 million for the merger and integration
costs of RSi.
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<TABLE>
<CAPTION>
COMSAT CORPORATION
CONDENSED BALANCE SHEETS (UNAUDITED)
(In millions)
June 30, December 31,
1994 1993
-------- --------
<S> <C> <C>
CURRENT ASSETS:
RECEIVABLES $ 229.7 $ 210.2
OTHER CURRENT ASSETS 52.6 63.7
-------- --------
TOTAL CURRENT ASSETS 282.3 273.9
-------- --------
PROPERTY IN SERVICE, NET 1,014.4 993.1
PROPERTY UNDER CONSTRUCTION 356.3 339.3
OTHER ASSETS 227.5 167.2
-------- --------
TOTAL ASSETS $1,880.5 $1,773.5
======== ========
CURRENT LIABILITIES:
CURRENT NOTES PAYABLE $ 198.1 $ 124.1
OTHER CURRENT LIABILITIES 123.5 179.5
-------- --------
TOTAL CURRENT LIABILITIES 321.6 303.6
-------- --------
LONG-TERM DEBT 439.8 410.6
OTHER NONCURRENT LIABILITIES 297.4 274.5
MINORITY INTEREST 24.7 21.4
EQUITY 797.0 763.4
-------- --------
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY $1,880.5 $1,773.5
======== ========
</TABLE>
Note: In June 1994, the corporation consummated a merger with Radiation
Systems, Inc. (RSi). The merger has been treated as a "pooling of
interests" for accounting purposes. Accordingly, the December, 1993
balance sheet has been restated to include RSi.
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