COMSAT CORP
10-Q, 1996-05-15
COMMUNICATIONS SERVICES, NEC
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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                 FORM 10-Q


                 Quarterly Report Under Section 13 or 15(d)
                   of the Securities Exchange Act of 1934


                      For Quarter Ended March 31, 1996
                       Commission File Number 1-4929




                             COMSAT CORPORATION
                           6560 Rock Spring Drive
                             Bethesda, MD 20817
                               (301) 214-3000



              District of Columbia                52-0781863
              (State or other jurisdiction        of (I.R.S. Employer
              incorporation or organization)      Identification No.)





     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  twelve (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 ninety (90)
days. Yes [X] No [ ]

48,012,000  shares of the Registrant's  common stock were outstanding as of
March 31, 1996.




<PAGE>

PART I.     Financial Information

Item 1.     Interim Financial Statements for the Corporation (Unaudited)

                    COMSAT CORPORATION AND SUBSIDIARIES
                  Condensed Consolidated Income Statements

<TABLE>
<CAPTION>
<S>                                                                          <C>             <C>
                                                                                   Quarter Ended March 31,
In thousands, except per share amounts                                                1996            1995
- - - ----------------------------------------------------------------------------------------------------------
Revenues                                                                      $    245,725    $    207,883
                                                                              ------------    ------------

Operating expenses:
     Cost of services                                                              155,026         121,213
     Depreciation and amortization                                                  52,704          47,378
     Research and development                                                        5,142           4,605
     General and administrative                                                      7,089           4,930
                                                                              ------------    ------------
     Total operating expenses                                                      219,961         178,126
                                                                              ------------    ------------

Operating income                                                                    25,764          29,757

Interest and other income (expense), net                                            (1,356)          2,029

Interest expense, net of amounts capitalized                                        (9,101)         (8,875)
                                                                              ------------    ------------

Income before taxes                                                                 15,307          22,911

Income tax expense                                                                  (5,980)         (8,338)
                                                                              ------------    ------------

Net income                                                                    $      9,327    $     14,573
                                                                              ============    ============

Earnings per share                                                            $       0.19    $       0.31
                                                                              ============    ============

</TABLE>

The accompanying notes are an integral part of these financial statements.


                                     2

<PAGE>

                    COMSAT CORPORATION AND SUBSIDIARIES
                   Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
<S>                                                                          <C>             <C>    
                                                                                 March 31,    December 31,
In thousands                                                                          1996            1995
- - - ----------------------------------------------------------------------------------------------------------
ASSETS
Current assets:
     Cash and cash equivalents                                                $     10,356    $    124,156
     Receivables                                                                   263,693         234,465
     Inventories                                                                    27,942          26,851
     Other                                                                          36,590          40,353
                                                                              ------------    ------------
     Total current assets                                                          338,581         425,825
                                                                              ------------    ------------

Property and equipment (net of accumulated depreciation
  of $1,165,132 in 1996 and $1,156,518 in 1995)                                  1,562,903       1,528,053
Investments                                                                        125,991          88,378
Goodwill                                                                            66,269          67,569
Franchise rights                                                                   106,757         107,962
Other assets                                                                       152,952          96,479
                                                                              ------------    ------------
     Total assets                                                             $  2,353,453    $  2,314,266
                                                                              ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Current notes payable                                                    $     62,193    $     11,688
     Accounts payable and accrued liabilities                                      140,825         164,801
     Due to related parties                                                         18,242          22,825
     Other                                                                           9,591           5,155
     Total current liabilities                                                     230,851         204,469
                                                                              ------------    ------------

Long-term debt                                                                     660,166         664,601
Deferred income taxes and investment tax credits                                   139,159         134,208
Accrued postretirement benefit costs                                                49,968          49,497
Other long-term liabilities                                                        133,067         129,911
                                                                              ------------    ------------
     Total liabilities                                                           1,213,211       1,182,686
                                                                              ------------    ------------
Minority interest                                                                   91,001          92,147
                                                                              ------------    ------------
Preferred securities issued by subsidiary                                          200,000         200,000
                                                                              ------------    ------------

Stockholders' equity:
     Common stock                                                                  328,448         324,074
     Retained earnings                                                             533,911         533,238
     Treasury stock                                                                 (8,083)         (9,020)
     Other                                                                          (5,035)         (8,859)
     Total stockholders' equity                                                    849,241         839,433
                                                                              ------------    ------------
     Total liabilities and stockholders' equity                               $  2,353,453    $  2,314,266
                                                                              ============    ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                     3

<PAGE>

                    COMSAT CORPORATION AND SUBSIDIARIES
                Condensed Consolidated Cash Flow Statements


<TABLE>
<CAPTION>
<S>                                                                          <C>             <C>
                                                                                   Quarter Ended March 31,
In thousands                                                                          1996            1995
- - - ----------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
     Net income                                                               $      9,327    $     14,573
     Adjustments for noncash depreciation and amortization                          52,704          47,378
     Changes in operating assets and liabilities                                   (42,866)        (28,270)
     Other                                                                           8,097          (1,703)
                                                                              ------------    ------------
     Net cash provided by operating activities                                      27,262          31,978
                                                                              ------------    ------------

Cash flows from investing activities:
     Purchase of property and equipment                                            (91,713)        (86,576)
     Decrease in INTELSAT ownership                                                      -          12,022
     Decrease (increase) in Inmarsat ownership                                       5,739          (9,146)
     Investments in unconsolidated businesses                                      (34,783)        (11,680)
     Other                                                                          (4,198)           (862)
                                                                              ------------    ------------
     Net cash used in investing activities                                        (124,955)        (96,242)
                                                                              ------------    ------------

Cash flows from financing activities:
     Common stock issued                                                             2,234           2,582
     Cash dividends paid                                                            (9,328)         (9,178)
     Proceeds from issuance of long-term debt                                            -          57,136
     Repayment of long-term debt                                                    (5,830)         (4,137)
     Net short-term borrowings                                                      47,998          20,412
     Repayment of  borrowings against company-owned life
       insurance policies                                                          (51,175)              -
     Other                                                                              (6)         (4,887)
                                                                              ------------    ------------
     Net cash provided (used) by financing activities                              (16,107)         61,928
                                                                              ------------    ------------

Net decrease in cash and cash equivalents                                         (113,800)         (2,336)
Cash and cash equivalents, beginning of period                                     124,156          18,658
                                                                              ------------    ------------
Cash and cash equivalents, end of period                                      $     10,356    $     16,322
                                                                              ============    ============
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                     4

<PAGE>

                    COMSAT CORPORATION AND SUBSIDIARIES
      Notes to Condensed Consolidated Financial Statements (Unaudited)


1.   Financial Statement Presentation

     The accompanying unaudited condensed consolidated financial
statements  have  been  prepared  by  COMSAT  Corporation  (COMSAT  or  the
corporation)  pursuant to the rules and  regulations  of the Securities and
Exchange Commission (the SEC). These financial statements should be read in
the context of the  financial  statements  and notes thereto filed with the
SEC  in  the  corporation's  1995  Annual  Report  on  Form  10-K.  Certain
information  and  footnote   disclosures  normally  included  in  financial
statements  prepared  in  accordance  with  generally  accepted  accounting
principles have been condensed or omitted pursuant to such regulations. The
accompanying   condensed  consolidated  financial  statements  reflect  all
adjustments  and  disclosures  which are,  in the  opinion  of  management,
necessary for a fair  presentation.  All such  adjustments  are of a normal
recurring nature. The results of operations for the interim periods are not
necessarily indicative of the results of the entire year.

2.   INTELSAT and Inmarsat Share Changes

     The corporation's  ownership share of INTELSAT has increased  slightly
since December 31, 1995.

     The corporation received cash proceeds of $5.7 million for a reduction
in its ownership share in Inmarsat from 24.0% at December 31, 1995 to 23.0%
as of March 31, 1996.

3.   Inventories

     Inventories,  stated at the  lower of cost  (first-in,  first-out)  or
market, consist of the following:

<TABLE>
<CAPTION>
<S>                                                                          <C>             <C>
                                                                                 March 31,    December 31,
In thousands                                                                          1996            1995
- - - ----------------------------------------------------------------------------------------------------------
Finished goods                                                                $      8,383    $      8,137
Work in progress                                                                    10,618          10,260
Raw materials                                                                        8,941           8,454
                                                                              ------------    ------------
Total                                                                         $     27,942    $     26,851
                                                                              ============    ============
</TABLE>

4.   Investments

     As discussed in Notes 7 and 10 to the 1995 financial  statements,  the
corporation   and  Inmarsat  have   committed  to  invest  in  I-CO  Global
Communications  (Holdings)  Limited (ICO). In January 1996, the corporation
made an  additional  $29.2  million  investment  in ICO.  The  total of the
corporation's  and  Inmarsat's  investments  in ICO was $54.2 million as of
March 31, 1996.  See Notes 7 and 8 of this Form 10-Q for further discussions of
ICO matters.


                                                       5

<PAGE>

5.   Satellite Launch Failure

     On February 14, 1996, the launch of the INTELSAT 708 satellite failed.
The corporation's share of the construction and capitalized  interest costs
was fully  insured.  Insurance  proceeds of $39.2  million were received in
April 1996 and $11.8 million were received in May 1996. An additional  $2.8
million is expected to be received  before the end of the second quarter of
1996.

6.   Denver Arena Development Project

     On March 28, 1996, Ascent Entertainment Group Inc. (Ascent), an 80.67%
owned  subsidiary  of COMSAT,  entered into an agreement  with The Anschutz
Corporation (TAC), with which Ascent had been jointly developing a proposed
arena project in Denver  Colorado,  to purchase TAC's  interests and assets
related to the project.  Ascent paid TAC $6.6 million in cash.  Ascent also
agreed to pay an  additional  $5.0  million  and  granted  a paid-up  suite
license both contingent on the  construction  and occupancy of the proposed
arena. This obligation,  net of discount,  has been accrued and is included
in the  accompanying  balance sheet as short-term  debt of $2.5 million and
long-term debt of $2.0 million at March 31, 1996. As part of the agreement,
TAC agreed to use reasonable  efforts to facilitate the  development of the
proposed arena.  In connection  with this agreement,  Ascent also purchased
TAC's limited  partnership  interest in New Elitch  Gardens,  Ltd.  (Elitch
Gardens),  which  owns an  amusement  park in  downtown  Denver,  for  $4.1
million.  The  purchase  of TAC's  interest  in  Elitch  Gardens  increased
Ascent's interest from 13% to 26%.

     Additionally,  in March 1996,  Ascent  entered into an agreement  with
Southern Pacific Transportation Company to purchase land in downtown Denver
for $20.0 million for the proposed arena site. The land purchase  agreement
is subject to several conditions  including obtaining  reasonable financing
and the release of the teams from their current lease at McNichols Arena.

7.   Regulatory Matters and Contingencies

     Investment  in ICO.  As  discussed  in Note 10 to the  1995  financial
statements,  the  corporation  has  applied  to the  FCC for  authority  to
participate  as an investor  and service  provider in ICO. In acting on the
application,  which is opposed by ICO's competitors, the FCC will determine
whether the  corporation  satisfies the requisite legal and policy criteria
to  participate  in  ICO.  The  corporation  believes  that  all  necessary
operating authorizations with respect to ICO will be obtained, although the
FCC may condition U.S.  service via ICO on reciprocal  access by ICO's U.S.
competitors to foreign markets.  In addition,  the provision of ICO service
in the U.S. may be subject to the  availability of adequate  spectrum on an
economic basis.

     Inmarsat  Satellites.  As discussed  in Note 11 to the 1995  financial
statements,  the corporation had received FCC  authorization to participate
in the procurement of four third- generation Inmarsat  satellites,  with an
application  relating to a fifth satellite  pending.  The first  Inmarsat-3
satellite was successfully launched in April 1996 and was placed in service
in May


                                     6

<PAGE>

1996. In May 1996, the corporation received authorization to participate in
the  procurement  of the  fifth  satellite  and to  provide  communications
services, including its Planet 1SM and other land mobile services, over the
Inmarsat-3 satellites.

     Litigation.  As discussed in Note 11 to the 1995 financial statements,
the corporation is defending an antitrust suit brought by PanAmSat  against
the  corporation.  Discovery in the suit ended in November  1994;  however,
PanAmSat has motions pending which, if granted,  would result in additional
discovery.  In  December  1994,  the  corporation  filed a motion  which is
pending before the court for summary judgment  directed to dismissal of all
claims in the  complaint.  In the  opinion  of  management,  the  complaint
against the corporation is without merit,  and the ultimate  disposition of
this matter will not have a material  adverse  effect on the  corporation's
financial statements.

8.   Subsequent Events

     On April 19,  1996,  the board of directors of Ascent and its majority
owned  subsidiary,   On  Command  Video  Corporation   (OCV),   approved  a
transaction in which Ascent would acquire the assets of SpectraVision  Inc.
(SpectraVision), which is currently operating in bankruptcy. Ascent intends
to combine OCV with  SpectraVision's  assets and certain of its liabilities
to form a new company which is expected to be 72.5% owned by Ascent and the
current minority shareholders of OCV. The new company, expected to be named
On Command Video, would provide pay-per-view  entertainment and information
services  to  approximately   one  million  hotel  rooms   worldwide.   The
SpectraVision  bankruptcy  estate is expected  to receive  27.5% of the new
company's  stock.  The new  company  will also issue  warrants  to Ascent's
designee to purchase 13% of the new company's  common stock and warrants to
SpectraVision's estate to purchase another 7% of the stock. The transaction
is subject to  bankruptcy  court  approval,  antitrust  clearance and other
conditions.

     On May 10, 1996, TRW, Inc. filed a patent infringement  lawsuit in the
U.S. District Court for the Central District of California against ICO (see
Note 4 of this Form 10-Q).  The suit seeks  injunctive  relief and monetary
damages.  The  corporation  has  been  advised  by ICO that it  intends  to
vigorously defend the lawsuit.

9.   New Accounting Pronouncement

     As discussed in Note 1 to the corporation's 1995 financial statements,
Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock-Based  Compensation"  was issued in 1995 and is  effective  beginning
January 1, 1996. SFAS No. 123 requires expanded  disclosures of stock-based
compensation  arrangements  with  employees  and  encourages  (but does not
require)  compensation  cost to be measured  based on the fair value of the
equity instrument awarded. Companies are permitted, however, to continue to
apply APB Opinion No. 25, "Accounting for Stock Issued to Employees," which
recognizes  compensation  based  on  the  intrinsic  value  of  the  equity
instrument awarded.  The corporation has elected to continue to account for
its stock-based  compensation awards to employees under APB No. 25 and will
disclose the required pro forma effect on net income and earnings per share
in the corporation's 1996 annual financial statements.


                                     7

<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations for the Quarter Ended March 31, 1996

                           ANALYSIS OF OPERATIONS

Consolidated Operations

      Consolidated revenues for the first quarter of 1996 were $245.7
million, an increase of $37.8 million over the first quarter of 1995.  The
majority of the increase came from the Technology Services and Entertainment
segments.

     Operating income in the first quarter was $25.8 million,  a decline of
$4.0 million from the prior year. Establishment of a contingency reserve in
International  Communication's regulated World Systems division,  increased
operating  losses in the  Entertainment  segment  related  to the  Colorado
Avalanche,  which was not included in COMSAT's  consolidated  results until
the second half of 1995, and nonrecurring  general and administrative costs
contributed to the decrease in operating  income.  Offsetting these factors
in part were cost improvements in Mobile  Communications  and the favorable
impact of increased sales in the Technology Services segment.

     Interest  and other  income  (expense),  net,  decreased  in the first
quarter by $3.4  million from last year due to dividends of $4.1 million on
the $200 million of Monthly Income Preferred  Securities  (MIPS) which were
issued in July 1995.

     Interest expense, net of amounts capitalized,  increased slightly from
the first  quarter of 1995.  Interest  capitalized,  primarily on satellite
construction projects, declined in the first quarter by $0.5 million due to
the completion of several satellites. Offsetting the impact of the decrease
in capitalized  interest were lower interest costs resulting from a decline
in short-term borrowings.

     Net  income  for the  first  quarter  of 1996 was $9.3  million,  $5.2
million  lower than the same period last year.  Earnings  per share for the
quarter were $0.19, down $0.12 from the comparative period in 1995.


                                     8

<PAGE>

Segment Operating Results

     Commencing in 1996, the corporation reports operating results in three
segments:    International   Communications,    Technology   Services   and
Entertainment.  The International  Communications segment includes,  COMSAT
World  Systems  (CWS),  COMSAT  Mobile   Communications  (CMC)  and  COMSAT
International Ventures (CIV). Prior to 1996, CMC was reported in a separate
segment.

Results by Segment:

<TABLE>
<CAPTION>
<S>                                                                          <C>             <C>
                                                                                   Quarter Ended March 31,
In millions                                                                           1996          1995
- - - ----------------------------------------------------------------------------------------------------------

REVENUES
International Communications:
     World Systems                                                                $   65.6        $   62.7
     Mobile Communications                                                            42.6            47.1
     International Ventures                                                           11.9             7.9
                                                                                  --------        --------
     Total International Communications                                              120.1           117.7
Technology Services                                                                   61.6            46.8
Entertainment                                                                         69.5            47.4
Eliminations and other                                                                (5.5)           (4.0)
                                                                                  --------        --------
     Total revenues                                                               $  245.7        $  207.9
                                                                                  ========        ========

OPERATING INCOME (LOSS)
International Communications:
     World Systems                                                                $   25.5        $   27.6
     Mobile Communications                                                            13.7            12.6
     International Ventures                                                           (3.9)           (3.4)
                                                                                  --------        --------
     Total International Communications                                               35.3            36.8
Technology Services                                                                    3.4             2.6
Entertainment                                                                         (4.2)           (3.2)
                                                                                  --------        --------
     Total segment operating income                                                   34.5            36.2
General and administrative expenses                                                   (7.1)           (4.9)
Other                                                                                 (1.6)           (1.5)
                                                                                  --------        --------
     Total operating income                                                       $   25.8        $   29.8
                                                                                  ========        ========
</TABLE>

International Communications

     This segment's revenues in the first quarter were $120.1 million, a 2%
improvement  over the same  period  in 1995.  Operating  income  was  $35.3
million, $1.5 million lower than the first quarter of 1995.


                                     9

<PAGE>

     CWS's first quarter 1996 revenues increased $2.9 million over the same
quarter in 1995  mainly  due to  increases  in IBS  traffic,  VSAT  leases,
Wide-band  Mobile and INTELSAT  system  revenues.  Conversion  of analog to
lower cost digital circuits as well as 15% price reductions  implemented in
1996  on  long-term   contracts  somewhat  offset  the  traffic  increases.
Operating  income in CWS declined  $2.1 million as compared to the previous
year because of the establishment of a contingency reserve in the regulated
business offset in part by lower operating costs and higher revenues.

     Revenues in CMC in the first quarter  declined 10% from the prior year
predominantly  due to  continued  price  competition  in  analog  telephone
services  and the  expiration  of the American Mobile Satellite Corporation 
(AMSC)  service  contract as AMSC began using its own satellite.  Digital
traffic,  however,  grew almost 50% this quarter versus the same period last
year.  Operating income in CMC improved 8% despite the decrease in revenue
as a result of the cost savings from the third  quarter  1995  restructuring
and  improvements  in  CMC's  share of Inmarsat's operating performance.

     CIV's first quarter revenues of $11.9 million were 50% higher than the
previous year. This improvement was principally  driven by continued growth
in  Argentina  and Brazil as well as the  introduction  of new  services in
Turkey and  Venezuela.  The operating  loss for the quarter was $0.5
million worse than 1995 due to start-up costs in newer ventures.

Technology Services

     The Technology  Services segment includes COMSAT RSI (CRSI) and COMSAT
Laboratories.  First quarter  revenues for this segment  increased 32% from
the prior year. The  improvement  came in part from increased  sales in the
wireless  networks  business which  benefited from the inclusion of two new
companies,  Plexsys  and Jefa,  which  were not  included  in  consolidated
results  until  the  second  half of 1995.  Revenue  growth  also came from
increases  in advanced  system  sales,  classified  satellite  services and
wireless antennas.  Operating income improved 29% over the first quarter of
1995 which  reflects the  improved  segment  revenues,  offset by increased
research and development.

Entertainment

     The Entertainment  segment is comprised of Ascent Entertainment Group,
Inc.  (Ascent).  The  corporation  owns  80.67% of Ascent's  common  stock.
Revenues for the quarter improved to $69.5 million, a 47% increase over the
first quarter of 1995. The majority of the increase came from the inclusion
of the  Colorado  Avalanche  National  Hockey  League  franchise  which was
acquired  in July 1995 and was not  included  in the  consolidated  results
until the second half of last year. Operating income decreased $1.0 million
predominantly because of the inclusion of the Colorado Avalanche.

Outlook

     Many of the statements that follow are  forward-looking  and relate to
anticipated future operating results. Statements which look forward in time
are based on management's current  expectations and assumptions,  which may
be  affected  by  subsequent  developments  and  business  conditions,  and
necessarily  involve risks and  uncertainties.  Therefore,  there can be no
assurance  that  actual  future  results  will not differ  materially  from
anticipated results. Although

                                     10

<PAGE>

the  corporation  has attempted to identify  some of the important  factors
that may cause actual results to differ materially from those  anticipated,
those  factors  should not be viewed as the only  factors  which may affect
future operating results.

     CWS's   quarterly   operating   income  is  not   expected  to  change
significantly  for the balance of the year as compared to the first quarter
of 1996. In 1995, CWS signed a five-year agreement with News Corporation to
provide  satellite   services  beginning  in  1996.  In  March  1996,  News
Corporation  rescinded  this  agreement.  The  corporation  has commenced a
lawsuit  against  News  Corporation  and other  parties to recover  damages
arising out of News Corporation's breach of obligation to COMSAT.

     INTELSAT successfully launched one satellite in the first quarter 1996
and plans two more launches in 1996. In February  1996,  there was a launch
failure of the INTELSAT 708  satellite  aboard a China Long March  vehicle.
The  corporation's  investment  in  the  satellite,  including  capitalized
interest,  was fully insured.  The majority of the insurance  proceeds were
received  in April and May 1996 with the balance of the  proceeds  expected
before the end of the  second  quarter  of 1996.  Receipt of the  insurance
proceeds  will  reduce  the  corporation's  rate  base  for  jurisdictional
rate-making purposes, resulting in a slight reduction of earnings capacity.

     The  corporation  announced  in  February  1996  that  it had  reached
agreement with the U.S.  Government  concerning a joint proposal that would
transfer approximately 50% of INTELSAT's assets, including satellites, to a
new commercial affiliate. The existing intergovernmental organization would
continue to provide  basic  public  network  services.  The  proposal  also
contemplates  that a majority  of the  affiliate's  stock  would be sold to
external investors.  The corporation's objective is to build a consensus on
the  proposal  that can be  considered  for  adoption at the next  INTELSAT
Assembly  of Parties to be held in 1997.  A vote of  two-thirds  of the 139
governments  that are members of the INTELSAT  consortium  is necessary for
approval.

     As a result of increasing competition,  CMC expects continued pressure
on revenues for the balance of 1996. Anticipated increases in revenues from
traffic growth are expected to be offset by a reduction in service  charges
caused by  competitive  pressures and  lower-priced  digital  versus analog
telephone  service  charges.  Operating  income is expected to decline as a
direct result of increased costs related to the introduction of Planet 1SM,
CMC's first generation of personal satellite communications.

     CIV's  revenues are expected to continue to grow,  driven by increases
in its ventures in Argentina and Brazil. Losses for 1996 are anticipated to
decrease,  compared to 1995, as  improvements  are made in the two ventures
that  experienced   difficulties  in  1995,  Belcom  (Russia)  and  Philcom
(Philippines).

     Revenues in Technology  Services are expected to continue to grow as a
result   of   strong   worldwide   demand   for   wireless   communications
infrastructure   and  increased  U.S.   Government   spending  on  advanced
communications  products and services.  Backlog in the Technology  Services
segment  increased  $17 million  during the quarter to  approximately  $246
million at March 31,  1996,  a 19%  improvement  over the first  quarter of
1995.


                                     11

<PAGE>

     Operating  losses in the  Entertainment  segment are  expected for the
balance of the year as a result of continued  losses  related to the Denver
Nuggets, the Colorado Avalanche and Beacon Communications.

     On a consolidated basis, the corporation expects continued improvement
in  revenues  as a result of growth  predominantly  within  the  Technology
Services and Entertainment  segments.  Improvements in operating income are
projected in Technology  Services but are expected to be offset by costs in
CMC related to the  introduction of Planet 1SM service.  Interest costs are
expected to increase during the balance of 1996 due to increased borrowings
primarily for capital  expenditures.  The corporation also expects that the
amount of  interest  capitalized  will  decrease  as several  INTELSAT  and
Inmarsat  satellites  are placed in service during 1996.  Consolidated  net
income is expected to remain approximately at current levels.

     In early 1996, the corporation retained an investment banker to assess
strategic  alternatives for enhancing  shareholder value and to analyze the
capital needs of its  businesses for continued  expansion.  As part of that
effort, the corporation is examining a number of options with a view toward
enhancing  the  ability  of  certain  of  its  businesses  to  continue  to
accelerate their strategic investment programs,  while permitting COMSAT as
a parent  organization  to reduce debt,  strengthen  its balance  sheet and
improve liquidity.

                      LIQUIDITY AND CAPITAL RESOURCES

     The  primary  sources of cash in the first  three  months of 1996 were
operations and short-term  borrowings.  The  corporation's  working capital
decreased  from $221.4  million at December  31, 1995 to $107.7  million at
March 31, 1996.  Cash was expended  primarily  for property and  equipment,
repayment of life insurance loans,  investment in ICO and the first quarter
dividend.

     The  corporation  has $26 million  remaining at March 31, 1996 under a
$100 million  medium-term  note program,  which is unchanged  from year-end
1995.  The  medium-term  note  program  is  part  of a  $200  million  debt
securities shelf registration program initiated in 1994.

     The  corporation  has  access to short-  and  long-term  financing  at
favorable  rates.  The  corporation's  current  long-term debt ratings were
downgraded  one level in early 1996 to A- by Standard  and Poor's and to A3
by Moody's.  The corporation's  current  commercial paper ratings were also
downgraded  one level in early 1996 to A2 by Standard  and Poor's and to P2
by Moody's.

     The corporation's  debt-financing activities are regulated by the FCC.
Under  existing FCC  guidelines,  the  corporation  is subject to a maximum
long-term  debt to total  capital  ratio of 45%, a limit of $200 million in
short-term  debt and an interest  coverage  ratio of 2.3 to 1. At March 31,
1996  the  corporation  was  in  compliance  with  those  guidelines.   The
corporation  is required to submit its financial plan to the FCC for review
annually  and in April 1996  submitted  its current  plan.  In the current
submission,  the corporation requested a temporary decrease in its interest
coverage  ratio  to a  minimum  of 1.9 to 1 for the 1996  plan  year and an
increase in its short-term  debt limit to a maximum of $275 million as long
as the financials of Ascent are consolidated with those of COMSAT.  If the FCC
approves the modification  to guidelines  as requested,  the corporation
expects that the cash flows from operations and its short-term borrowing 
capacity  will be ufficient  to fund its cash  requirements  in 1996.


                                     12

<PAGE>

If the FCC does not approve  modification  of the  guidelines  by year-end
1996,  the corporation  could be  required  to reduce or  reschedule  planned
capital investments, reduce cash outlays, or reduce debt.

                                     13

<PAGE>

PART II.  Other Information

Item 1.   Legal Proceedings
          See  Notes 7 and 8 this  Form  10-Q  incorporated
          herein by reference.

Item 2.   Change in Securities
          None

Item 3.   Defaults Upon Senior Securities
          None

Item 4.   Submission of Matters to a Vote of Security Holders
          None

Item 5.   Other Information
          None

Item 6.   (a)     Exhibits

                  No. 11 - Computation of Earnings per Share

                  No. 27 - Financial Data Schedule

          (b)     Reports on Form 8-K

                  (i)     Report dated February 14, 1996, reporting a joint
                          proposal between the U.S. Government and INTELSAT
                          to restructure INTELSAT.

                  (ii)    Report dated April 19, 1996, reporting that Ascent
                          Entertainment Group, Inc. had entered into an
                          agreement to acquire certain assets of SpectraVision,
                          Inc.

                                     14

<PAGE>

                                 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/ Alan G. Korobov
                              Alan G. Korobov
                                 Controller


Date: May 15, 1996

                                     15

<PAGE>

                                                                 Exhibit 11

                    COMSAT CORPORATION AND SUBSIDIARIES
                     Computation of Earnings Per Share


<TABLE>
<CAPTION>
<S>                                                                          <C>             <C>
                                                                                   Quarter Ended March 31,
In thousands, except per share amounts                                                1996            1995
- - - ----------------------------------------------------------------------------------------------------------

PRIMARY
Earnings                                                                      $      9,327    $     14,573
                                                                              ============    ============

Shares:
     Weighted average number of common shares outstanding                           47,904          46,989
     Add shares issuable from assumed exercise of options                              643             668
                                                                              ------------    ------------
     Weighted average shares                                                        48,547          47,657
                                                                              ============    ============

Primary earnings per share                                                    $       0.19    $       0.31
                                                                              ============    ============

ASSUMING FULL DILUTION
Earnings                                                                      $      9,327    $     14,573
                                                                              ============    ============

Shares:
     Weighted average number of common shares outstanding                           47,904          46,989
     Add shares issuable from assumed exercise of options                              846             668
                                                                              ------------    ------------
     Weighted average shares                                                        48,750          47,657
                                                                              ============    ============

Fully diluted earnings per share                                              $       0.19    $       0.31
                                                                              ============    ============

</TABLE>


                                     16

<PAGE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     
</LEGEND>
<CIK>                         0000022698
<NAME>                        COMSAT
<MULTIPLIER>                                   1000
<CURRENCY>                                     U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   MAR-31-1996
<EXCHANGE-RATE>                                1.00
<CASH>                                         10,356
<SECURITIES>                                   0
<RECEIVABLES>                                  263,693
<ALLOWANCES>                                   0
<INVENTORY>                                    27,942
<CURRENT-ASSETS>                               338,581
<PP&E>                                         2,728,035
<DEPRECIATION>                                 1,165,132
<TOTAL-ASSETS>                                 2,353,453
<CURRENT-LIABILITIES>                          230,851
<BONDS>                                        660,166
                          0
                                    0
<COMMON>                                       328,448
<OTHER-SE>                                     520,793
<TOTAL-LIABILITY-AND-EQUITY>                   2,353,453
<SALES>                                        0
<TOTAL-REVENUES>                               245,725
<CGS>                                          0
<TOTAL-COSTS>                                  155,026
<OTHER-EXPENSES>                               64,935
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             9,101
<INCOME-PRETAX>                                15,307
<INCOME-TAX>                                   5,980
<INCOME-CONTINUING>                            9,327
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   9,327
<EPS-PRIMARY>                                  0.19
<EPS-DILUTED>                                  0.19
        


</TABLE>


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