<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended December 31, 1999,
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 ( 0-21767 )
VIASAT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0174996
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or organization)
6155 EL CAMINO REAL, CARLSBAD, CALIFORNIA 92009
(760) 476-2200
(Address, including zip code, and telephone number, including
area code, of principal executive offices)
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 [ ]
The number of shares outstanding of the issuer's common stock, $.0001 par
value, as of February 7, 2000 was 8,164,389.
<PAGE> 2
VIASAT, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheet at December 31, 1999 and
March 31, 1999 3
Condensed Statement of Income for the three and nine
months ended December 31, 1999 and 1998 4
Condensed Statement of Cash Flows for the nine months
ended December 31, 1999 and 1998 5
Condensed Statement of Stockholders' Equity for the
nine months ended December 31, 1999 6
Notes to Condensed Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market
Risk 13
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
2
<PAGE> 3
VIASAT, INC.
CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1999 1999
------------ -----------
<S> <C> <C>
ASSETS (UNAUDITED)
Current assets:
Cash and cash equivalents $16,584,000 $ 6,005,000
Short-term investments 2,575,000 14,788,000
Accounts receivable 22,331,000 16,176,000
Inventory 3,189,000 2,525,000
Deferred income taxes 2,143,000 2,358,000
Other current assets 457,000 446,000
----------- -----------
Total current assets 47,279,000 42,298,000
Property and equipment, net 7,011,000 6,630,000
Other assets 883,000 1,088,000
----------- -----------
Total assets $55,173,000 $50,016,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,119,000 $ 3,754,000
Accrued liabilities 5,334,000 6,027,000
Current portion of notes payable 997,000 1,219,000
----------- -----------
Total current liabilities 10,450,000 11,000,000
----------- -----------
Notes payable 504,000 1,243,000
Other liabilities 1,126,000 926,000
----------- -----------
Total long-term liabilities 1,630,000 2,169,000
----------- -----------
Contingencies (Note 6)
Stockholders' equity:
Common stock 81,000 81,000
Paid in capital 18,239,000 17,609,000
Retained earnings 24,773,000 19,157,000
----------- -----------
Total stockholders' equity 43,093,000 36,847,000
----------- -----------
Total liabilities and stockholders' equity $55,173,000 $50,016,000
=========== ===========
</TABLE>
See accompanying notes to condensed financial statements
3
<PAGE> 4
VIASAT, INC.
CONDENSED STATEMENT OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------------------------- -------------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 18,041,000 $ 18,928,000 $ 52,093,000 $ 53,269,000
Cost of revenues 10,493,000 12,401,000 29,760,000 33,461,000
------------ ------------ ------------ ------------
Gross profit 7,548,000 6,527,000 22,333,000 19,808,000
Operating expenses:
Selling, general and administrative 2,845,000 2,371,000 8,226,000 7,246,000
Independent research and development 2,087,000 1,671,000 5,967,000 5,773,000
------------ ------------ ------------ ------------
Income from operations 2,616,000 2,485,000 8,140,000 6,789,000
Other income (expense):
Interest income 283,000 185,000 762,000 593,000
Interest expense (37,000) (63,000) (126,000) (199,000)
------------ ------------ ------------ ------------
Income before income taxes 2,862,000 2,607,000 8,776,000 7,183,000
Provision for income taxes 855,000 950,000 3,160,000 2,760,000
------------ ------------ ------------ ------------
Net income $ 2,007,000 $ 1,657,000 $ 5,616,000 $ 4,423,000
============ ============ ============ ============
Basic net income per share $ .25 $ .21 $ .69 $ .56
============ ============ ============ ============
Diluted net income per share $ .23 $ .20 $ .66 $ .54
============ ============ ============ ============
Shares used in basic net income per share
computation 8,113,466 7,987,508 8,094,281 7,960,529
============ ============ ============ ============
Shares used in diluted net income per
share computation 8,706,955 8,153,782 8,490,786 8,190,970
============ ============ ============ ============
</TABLE>
See accompanying notes to condensed financial statements.
4
<PAGE> 5
VIASAT, INC.
CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
DECEMBER 31,
-------------------------------
1999 1998
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 5,616,000 $ 4,423,000
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation 2,531,000 2,045,000
Deferred taxes 424,000 (379,000)
Tax benefit from exercise of stock options 68,000 82,000
Increase (decrease) in cash resulting from changes in:
Accounts receivable (6,155,000) 728,000
Inventory (664,000) 578,000
Other assets (15,000) 179,000
Accounts payable 365,000 (152,000)
Accrued liabilities (693,000) 840,000
Other liabilities 200,000 83,000
------------ ------------
Net cash provided by operating activities 1,677,000 8,427,000
------------ ------------
Cash flows from investing activities:
Purchases and sales of short-term investments, net 12,213,000 (6,592,000)
Purchases of property and equipment (2,912,000) (2,079,000)
------------ ------------
Net cash provided by (used in) investing activities 9,301,000 (8,671,000)
------------ ------------
Cash flows from financing activities:
Proceeds from issuance of notes payable -- 1,092,000
Repayment of notes payable (961,000) (877,000)
Proceeds from issuance of common stock 562,000 574,000
------------ ------------
Net cash (used in) provided by financing activities (399,000) 789,000
------------ ------------
Net increase in cash and cash equivalents 10,579,000 545,000
Cash and cash equivalents at beginning of period 6,005,000 3,290,000
------------ ------------
Cash and cash equivalents at end of period $ 16,584,000 $ 3,835,000
============ ============
Supplemental information:
Cash paid for interest $ 126,000 $ 199,000
============ ============
Cash paid for income taxes $ 3,347,000 $ 2,668,000
============ ============
</TABLE>
See accompanying notes to condensed financial statements
5
<PAGE> 6
VIASAT, INC.
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
COMMON STOCK
---------------------------
NUMBER OF PAID IN RETAINED
SHARES AMOUNT CAPITAL EARNINGS
--------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance at March 31, 1999 8,034,204 $ 81,000 $17,609,000 $19,157,000
Exercise of stock options 70,863 316,000
Issuance of shares for Employee Stock
Purchase Plan 48,177 246,000
Tax benefit from exercise of stock options 68,000
Net income 5,616,000
--------- ----------- ----------- -----------
Balance at December 31, 1999 8,153,244 $ 81,000 $18,239,000 $24,773,000
========= =========== =========== ===========
</TABLE>
See accompanying notes to condensed financial statements.
6
<PAGE> 7
VIASAT, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying condensed balance sheet as of December 31, 1999, the condensed
statements of income for the three and nine month periods ended December 31,
1999 and 1998, the condensed statement of cash flows for the nine month periods
ended December 31, 1999 and 1998, and the condensed statement of stockholders'
equity for the nine months ended December 31, 1999 have been prepared by ViaSat,
Inc. (the "Company"), and have not been audited. These financial statements, in
the opinion of management, include all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of the financial position,
results of operations and cash flows for all periods presented. These financial
statements should be read in conjunction with the financial statements and notes
thereto for the year ended March 31, 1999 included in the Company's 1999 Annual
Report on Form 10-K. Interim operating results are not necessarily indicative of
operating results for the full year.
NOTE 2 - MANAGEMENT ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting period. Estimates
have been prepared on the basis of the most current and best available
information, and actual results could differ from those estimates.
NOTE 3 - REVENUE RECOGNITION
The majority of the Company's revenues are derived from services performed for
the United States Government and its prime contractors under a variety of
contracts including cost-plus-fixed fee, fixed-price, and time and materials
type contracts. Generally, revenues are recognized as services are performed
using the percentage of completion method, measured primarily by costs incurred
to date compared with total estimated costs at completion or based on the number
of units delivered. The Company provides for anticipated losses on contracts by
a charge to income during the period in which they are first identified.
Contract costs, including indirect costs, are subject to audit and negotiations
with Government representatives. These audits have been completed and agreed
upon through fiscal year 1996. Contract revenues and accounts receivable are
stated at amounts which are expected to be realized upon final settlement.
NOTE 4 - EARNINGS PER SHARE
Common stock equivalents of 593,489 and 166,274 shares for the three months
ended December 31, 1999 and 1998, respectively, and 396,505 and 230,441 for the
nine months ended December 31, 1999 and 1998 respectively, were used to
calculate diluted earnings per share. Antidilutive shares excluded from the
calculation were zero and 515,381 shares for the three months ended December 31,
1999 and 1998, respectively. Antidilutive shares excluded from the calculation
were 10,520 and 216,642 shares for the nine months ended December 31, 1999 and
1998, respectively. Common stock equivalents are primarily comprised of options
granted under the Company's stock option plan. There are no reconciling items in
calculating the numerator for basic and diluted earnings per share for any of
the periods presented.
7
<PAGE> 8
VIASAT, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5 - COMPOSITION OF CERTAIN BALANCE SHEET CAPTIONS
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1999 1999
------------ ------------
(Unaudited)
<S> <C> <C>
Accounts receivable:
Billed $ 12,185,000 $ 7,765,000
Unbilled 10,146,000 8,411,000
------------ ------------
$ 22,331,000 $ 16,176,000
============ ============
Inventory:
Raw materials $ 1,580,000 $ 914,000
Work in process 1,351,000 1,157,000
Finished goods 258,000 454,000
------------ ------------
$ 3,189,000 $ 2,525,000
============ ============
Accrued liabilities:
Current portion of warranty reserve $ 836,000 $ 1,440,000
Accrued vacation 1,228,000 1,143,000
Accrued bonus 754,000 1,195,000
Accrued 401(k) matching contribution 728,000 791,000
Income taxes payable (56,000) 694,000
Collections in excess of revenues 1,196,000 527,000
Other 648,000 237,000
------------ ------------
$ 5,334,000 $ 6,027,000
============ ============
</TABLE>
NOTE 6 - CONTINGENCIES
The Company is currently a party to various government and commercial contracts
which require the Company to meet performance covenants and project milestones.
Under the terms of these contracts, failure by the Company to meet such
performance covenants and milestones permit the other party to terminate the
contract and, under certain circumstances, recover liquidated damages or other
penalties. The Company is currently not in compliance, or in the past was not in
compliance, with the performance or milestone requirements of certain of these
contracts. Historically, the Company's customers have not elected to terminate
such contracts or seek liquidated damages from the Company and management does
not believe that its existing customers will do so; therefore, the Company has
not accrued for any potential liquidated damages or penalties.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
When used in this discussion, the words "believes," "anticipated" and similar
expressions are intended to identify forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements
are subject to certain risks and uncertainties which could cause actual results
to differ materially from those projected. Readers are cautioned not to place
undue reliance on these forward-looking statements which speak only as of the
date hereof. The Company undertakes no obligation to republish revised
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. Readers are also
urged to carefully review and consider the various disclosures made by the
Company which attempt to advise interested parties of the factors which affect
the Company's business, including without limitation the disclosures made under
the caption "Risk Factors" in the Company's Annual Report on Form 10-K for its
fiscal year ended March 31, 1999 filed with the Securities and Exchange
Commission.
RESULTS OF OPERATIONS
The following table sets forth, as a percentage of total revenues, certain
income data for the periods indicated.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------------- -------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue 100.0% 100.0% 100.0% 100.0%
Cost of revenue 58.2 65.5 57.1 62.8
----- ----- ----- -----
Gross profit 41.8 34.5 42.9 37.2
Operating expenses:
Selling, general and administrative 15.8 12.5 15.8 13.6
Independent research and development 11.6 8.8 11.5 10.8
----- ----- ----- -----
Income from operations 14.5 13.1 15.6 12.7
Income before income taxes 15.9 13.8 16.8 13.5
Net income 11.1 8.8 10.8 8.3
</TABLE>
THREE MONTHS ENDED DECEMBER 31, 1999 VS. THREE MONTHS ENDED DECEMBER 31, 1998
Revenues. Revenues decreased 4.7% from $18.9 million for the three months
ended December 31, 1998 to $18.0 million for the three months ended December 31,
1999. This decrease was primarily due to lower volumes of defense products
offset in part by improvements in revenues generated by commercial products.
Gross Profit. Gross profit increased 15.6% from $6.5 million (34.5% of
revenues) for the three months ended December 31, 1998 to $7.5 million (41.8% of
revenues) for the three months ended December 31, 1999. The increase in gross
profit was primarily due to a favorable product mix including volume related
improvements in commercial programs.
Selling, General and Administrative Expenses. Selling, general and
administrative ("SG&A") expenses increased 20.0% from $2.4 million (12.5% of
revenues) for the three months ended December 31, 1998 to $2.8 million (15.8% of
revenues) for the three months ended December 31, 1999. The increase in SG&A
expenses reflects increases in bid and proposal costs and additional business
development and administrative staffing to support the Company's growth. SG&A
expenses consist primarily of personnel costs and expenses for business
development, marketing and sales, bid and proposal, finance, contract
administration and general management. Certain SG&A expenses are difficult to
predict and vary based on specific government and commercial sales
opportunities.
9
<PAGE> 10
Independent Research and Development. Independent research and development
("IR&D") expenses increased 24.9% from $1.7 million (8.8% of revenues) for the
three months ended December 31, 1998 to $2.1 million (11.6% of revenues) for the
three months ended December 31, 1999. This increase resulted from work related
to the Company's defense products.
Interest Expense. Interest expense decreased from $63,000 for the three
months ended December 31, 1998 to $37,000 for the three months ended December
31, 1999. Interest expense relates to loans for the purchase of capital
equipment, which are generally three year variable-rate term loans, and to
short-term borrowings under the Company's line of credit to cover working
capital requirements. Total outstanding equipment loans were $2.8 million at
December 31, 1998 and $1.5 million at December 31, 1999. There were no
outstanding borrowings under the Company's line of credit during either year.
Interest Income. Interest income increased from $185,000 for the three
months ended December 31, 1998 to $283,000 for the three months ended December
31, 1999. This increase resulted from higher average cash balances and improved
yields partially offset by lower interest income on U.S Government receivables.
Interest income relates largely to interest earned on short-term deposits of
cash.
Provision for Income Taxes. The Company's effective income tax rate
decreased from 36.4% for the three months ended December 31, 1998 to 29.9% for
the three months ended December 31, 1999. The decrease relates primarily to an
adjustment to lower the Company's annual tax rate from 38.4% for nine months
ended December 31, 1998, to 36.0% for the nine months ended December 31, 1999,
due primarily to greater than anticipated research and development tax credits
in prior years.
NINE MONTHS ENDED DECEMBER 31, 1999 VS. NINE MONTHS ENDED DECEMBER 31, 1998
Revenues. Revenues decreased 2.2% from $53.3 million for the nine months
ended December 31, 1998 to $52.1 million for the nine months ended December 31,
1999. This decrease was primarily due to lower volumes of defense products
offset in part by improvements in revenues generated by commercial products.
Gross Profit. Gross profit increased 12.7% from $19.8 million (37.2% of
revenues) for the nine months ended December 31, 1998 to $22.3 million (42.9% of
revenues) for the nine months ended December 31, 1999. The increase in gross
profit was primarily due to a favorable product mix.
Selling, General and Administrative Expenses. SG&A expenses increased 13.5%
from $7.2 million (13.6% of revenues) for the nine months ended December 31,
1998 to $8.2 million (15.8% of revenues) for the nine months ended December 31,
1999. The increase in SG&A expenses reflects increased expenditures relating to
marketing of commercial products, increased business development and bid and
proposal efforts for defense programs, and additional administrative staffing to
support the Company's growth. SG&A expenses consist primarily of personnel costs
and expenses for business development, marketing and sales, bid and proposal,
finance, contract administration and general management. Certain SG&A expenses
are difficult to predict and vary based on specific government and commercial
sales opportunities.
Independent Research and Development. IR&D expenses increased 3.4% from $5.8
million (10.8% of revenues) for the nine months ended December 31, 1998 to $6.0
million (11.5% of revenues) for the nine months ended December 31, 1999. This
increase resulted from increased expenditures on defense products offset in part
by the award of funded development contracts related to the Company's commercial
products.
Interest Expense. Interest expense decreased from $199,000 for the nine
months ended December 31, 1998 to $126,000 for the nine months ended December
31, 1999. Interest expense relates to loans for the purchase of capital
equipment, which are generally three year variable-rate term loans, and to
short-term borrowings under the Company's line of credit to cover working
capital requirements. There were no outstanding borrowings under the Company's
line of credit during either year.
10
<PAGE> 11
Interest Income. Interest income increased from $593,000 for the nine months
ended December 31, 1998 to $762,000 for the nine months ended December 31, 1999.
This increase resulted from higher average invested cash balances and higher
yields offset in part by a decrease in interest income from overdue government
receivables from $75,000 for the nine months ended December 31, 1998 to $18,000
for the nine months ended December 31, 1999.
Provision for Income Taxes. The Company's effective income tax rate
decreased from 38.4% for the nine months ended December 31, 1998 to 36.0% for
the nine months ended December 31, 1999. The decrease relates primarily to
greater than anticipated research and development tax credits in prior years.
BACKLOG
At December 31, 1999, the Company had firm backlog of $77.2 million, of which
$57.9 million was funded. The firm backlog of $77.2 million does not include
contract options of $55.3 million. These options include $46.3 million of
Indefinite Delivery/Indefinite Quantity (IDIQ) UHF Satcom products and $6.5
million of IDIQ awards for other Company products. The increase in the backlog
results from growth in total awards for both commercial and defense products
from $38.8 million for the nine months ended December 31, 1998 to $84.5 million
for the nine months ended December 31, 1999. Of the $77.2 million in firm
backlog, approximately $15.7 million is expected to be delivered in the fiscal
year ending March 31, 2000, $21.8 million is expected to be delivered in the
fiscal year ending March 31, 2001 and the balance is expected to be delivered in
the fiscal year ending March 31, 2002 and thereafter. The Company had firm
backlog of $44.9 million at March 31, 1999, of which $36.8 million was funded,
not including options of $45.2 million. The Company includes in its backlog only
those orders for which it has accepted purchase orders. However, backlog is not
necessarily indicative of future sales. A majority of the Company's backlog
scheduled for delivery can be terminated at the convenience of the government
since orders are often made substantially in advance of delivery, and the
Company's contracts typically provide that orders may be terminated with limited
or no penalties. In addition, purchase orders may set forth product
specifications that would require the Company to complete additional product
development. A failure to develop products meeting such specifications could
lead to a termination of the related purchase order.
The backlog amounts as presented are comprised of funded and unfunded
components. Funded backlog represents the sum of contract amounts for which
funds have been specifically obligated by customers to contracts. Unfunded
backlog represents future amounts that customers may obligate over the specified
contract performance periods. The Company's customers allocate funds for
expenditures on long-term contracts on a periodic basis. The ability of the
Company to realize revenues from government contracts in backlog is dependent
upon adequate funding for such contracts. Although funding of its government
contracts is not within the Company's control, the Company's experience
indicates that actual contract fundings have ultimately been approximately equal
to the aggregate amounts of the contracts.
11
<PAGE> 12
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations to date primarily from cash flows from
operations, bank line of credit financing, equity financing and loans for the
purchase of capital equipment. Cash provided by operating activities for the
nine months ended December 31, 1999 was $1.7 million and cash provided by
operating activities was $8.4 million for the nine months ended December 31,
1998. The relative decrease in cash provided by operating activities for the
nine months ended December 31, 1999 compared to the same period of the prior
year was primarily due to the timing of receivable collections but was also
impacted by growth in inventories and lower accounts payable. Days sales
outstanding have been high for the past two quarters primarily because of delays
in payments on certain government contracts. The payments are delayed due to
processing time at the government paying offices and the Company believes these
amounts are fully realizable.
Cash provided by investing activities for the nine months ended December 31,
1999 was $9.3 million and cash used in investing activities for the nine months
ended December 31, 1998 was $8.7 million. During the nine months ended December
31, 1999, $12.2 million in short term investments matured and were reinvested
into investments classified as cash equivalents. The Company purchased $2.9
million and $2.1 million of property and equipment during the nine months ended
December 31, 1999 and 1998, respectively. The Company's purchases of property
and equipment primarily consist of test equipment and computers.
Cash used in financing activities for the nine months ended December 31, 1999
was $399,000 and cash provided by financing activities for the nine months ended
December 31, 1998 was $789,000. This decrease was primarily the result of
reduced borrowings for equipment financing.
At December 31, 1999, the Company had $19.2 million in cash, cash equivalents
and short-term investments, $36.8 million in working capital and $1.5 million in
equipment financing. The Company had a zero balance under its line of credit at
December 31, 1999.
The Company's credit facilities, including the line of credit and equipment
financing, expired on December 15, 1998. The Company is in the process of
renegotiating the terms of a larger commitment with Union Bank of California.
The Company's future capital requirements will depend upon many factors,
including the progress of the Company's research and development efforts,
expansion of the Company's marketing efforts, and the nature and timing of
orders. The Company believes that its current cash balances and net cash
expected to be provided by operating activities will be sufficient to meet its
working capital and capital expenditure requirements, exclusive of any
acquisitions, for at least the next 12 months. Management invests the Company's
cash in excess of current operating requirements in short-term,
interest-bearing, investment-grade securities.
In January 2000, the Company entered into an agreement with Scientific-Atlanta,
Inc. ("S-A"), whereby the Company agreed, subject to certain conditions
including regulatory clearances, to purchase the assets of the satellite
networks business of S-A for a purchase price of approximately $74.9 million,
subject to certain closing adjustments. The purchase price will also consist of
warrants to purchase 50,000 shares of the Company's common stock at specified
prices. The Company anticipates that the cash for the purchase price in this
transaction may come from an offering of either debt or equity securities.
12
<PAGE> 13
YEAR 2000 ISSUE
Many software programs may not recognize calendar dates beginning in the Year
2000. This problem could cause computers or machines that utilize date dependent
software to either shut down or provide incorrect information. As of the date of
this filing, the Company has not experienced any material Year 2000 problems.
However, if the Company, any other company that the Company conducts business
with, or the U.S. government, fails to mitigate internal or external Year 2000
risks, we may temporarily be unable to engage in business activities, which
could have a material adverse effect on the financial position or results of
operations of the Company.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
PART II - OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 10.1 - Award/Contract, effective January 20, 2000, issued by
Space and Naval Warfare Systems to the Company,
Exhibit 27.1 - Financial Data Schedule
(b) The Company filed no reports on Form 8-K during the quarter ended
December 31, 1999.
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VIASAT, INC.
Date: February 14, 1999
/s/ Mark D. Dankberg
--------------------------------
MARK D. DANKBERG
President
Chief Executive Officer
/s/ Richard A. Baldridge
--------------------------------
RICHARD A. BALDRIDGE
Vice President
Chief Financial Officer
14
<PAGE> 1
EXHIBIT 10.1
<TABLE>
<CAPTION>
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<S> <C> <C> <C>
AWARD/CONTRACT 1. THIS CONTRACT IS A RATED ORDER UNDER RATING PAGE OF PAGES
DPAS (15 CFR 350) D0-A7 1
- ------------------------------------------------------------------------------------------------------------------------------------
2. CONTRACT (Proc. Inst. Ident.) No. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUEST/PRODUCT NO.
BI0039-00-D-2101 See Block 20C N00039-99-PR-EKA44
- ------------------------------------------------------------------------------------------------------------------------------------
5. ISSUED BY CODE N00039 6. ADMINISTERED BY (if other than Item 8) CODE
------------
Commander DCMO San Diego S0514A
Space and Naval Warfare Systems Command 7675 Dagget Street -----------
4301 Pacific Highway Suite 200
San Diego, CA 92110-3127 San Diego, CA 92111
ATTN: Mr. Sal Cianci ATTN: Mr. David Miller
619-524-7154 phone 858-495-7498
[email protected]
- ------------------------------------------------------------------------------------------------------------------------------------
7. NAME AND ADDRESS OF CONTRACTOR (No., street, city, country, state and 8. DELIVERY
ZIP Code) [ ] FOB ORIGIN [X] OTHER (see below)
---------------------------------------------------
ViaSat, Inc. 9. DISCOUNT FOR PROMPT PAYMENT
6155 El Camino Real
Carlsbad, CA 92009 NONE
ATTN: Mr. Jim Keller ---------------------------------------------------
760-438-2566 10. SUBMIT INVOICES (4 copies ITEM
unless otherwise specified) See
Section
- --------------------------------------------------------------------------------- G
CODE 47358 FACILITY CODE TO THE ADDRESS SHOWN IN:
- ------------------------------------------------------------------------------------------------------------------------------------
11. SHIP TO/MARK FOR CODE 12. PAYMENT WILL BE MADE BY CODE HQ0339
------------- DFAS-Columbus Center ------------------
DFAS-CO/West Entitlement Operations
TO BE SPECIFIED WITHIN EACH INDIVIDUAL DELIVERY P.O. Box 182381
ORDER Columbus, OH 43218-2381
- ------------------------------------------------------------------------------------------------------------------------------------
13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN 14. ACCOUNTING AND APPROPRIATION DATA
COMPETITION:
[X] 10 U.S.C. 2304(c)(1) [ ] 41 U.S.C. 253(c)( ) TO BE SPECIFIED WITHIN EACH INDIVIDUAL DELIVERY ORDER
- ------------------------------------------------------------------------------------------------------------------------------------
15A. ITEM NO. 15B. SUPPLIES/SERVICES 15C. QUANTITY 15D. UNIT 15E. UNIT PRICE 15F. AMOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
See Section B
- ------------------------------------------------------------------------------------------------------------------------------------
15G. TOTAL AMOUNT OF CONTRACT ---- $23,446,622
Not-To-Exceed
- ------------------------------------------------------------------------------------------------------------------------------------
16. TABLE OF CONTENTS
- ------------------------------------------------------------------------------------------------------------------------------------
(X) SEC. DESCRIPTION PAGE(S) (X) SEC. DESCRIPTION PAGE(S)
- ------------------------------------------------------------------------------------------------------------------------------------
PART I -- THE SCHEDULE PART II -- CONTRACT CLAUSES
- ------------------------------------------------------------------------------------------------------------------------------------
X A SOLICITATION/CONTRACT FORM -- X I CONTRACT CLAUSES --
- ------------------------------------------------------------------------------------------------------------------------------------
X B SUPPLIES OR SERVICES & PRICES/COSTS -- PART III -- LIST OF DOCUMENTS, EXHIBITS & OTHER ATTACHMENTS
- ------------------------------------------------------------------------------------------------------------------------------------
X C DESCRIPTION/SPECS/WORK STATEMENT -- X J LIST OF ATTACHMENTS --
- ------------------------------------------------------------------------------------------------------------------------------------
X D PACKAGING AND MARKING -- PART IV -- REPRESENTATIONS AND INSTRUCTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
X E INSPECTION AND ACCEPTANCE -- K REPRESENTATIONS, CERTIFICATIONS AND
OTHER STATEMENTS OF OFFERORS
- -----------------------------------------------------------
X F DELIVERIES OR PERFORMANCE --
- ------------------------------------------------------------------------------------------------------------------------------------
X G CONTRACT ADMINISTRATION DATA -- L INSTRS., CONDS. & NOTICES TO OFFERORS
- ------------------------------------------------------------------------------------------------------------------------------------
X H SPECIAL CONTRACT REQUIREMENTS -- M EVALUATION FACTORS FOR AWARD
- ------------------------------------------------------------------------------------------------------------------------------------
CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE
- ------------------------------------------------------------------------------------------------------------------------------------
17. [X] CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is 18. [ ] AWARD (Contractor is not required to sign this document.)
required to sign this document and return 2 copies to Your offer on Solicitation No. N00244- -- , including the
issuing office.) Contractor agrees to furnish and deliver additions or changes made by you which additions or changes are
all items or perform all the services set forth or otherwise set forth in full above, is hereby accepted as to items listed
identified above and on any continuation sheets for the above and on any continuation sheets. This award consummates the
consideration stated herein. The rights and obligations of contract which consists of the following documents: (a) the
the parties to this contract shall be subject to and Government's solicitation and your offer, and (b) this award/
governed by the following documents; (a) this award/contract, contract. No further contractual document is necessary.
(b) the solicitation, if any, and (c) such provisions,
representations certifications, and specifications, as are
attached or incorporated by reference herein. (Attachments are
listed herein.)
- ------------------------------------------------------------------------------------------------------------------------------------
19A. NAME AND TITLE OF SIGNER (Type or print) 20A. NAME OF CONTRACTING OFFICER
WILLIAM H. JENSEN, DIRECTOR OF BUSINESS ?? Frederick D. Renz
Space and Naval Warfare Systems Command
- ------------------------------------------------------------------------------------------------------------------------------------
19B. NAME OF CONTRACTOR 19C. DATE SIGNED 20B. UNITED STATES OF AMERICA 20C. DATE SIGNED
BY /s/ WILLIAM H. JENSEN 20 JAN 2000 BY /s/ FREDERICK D. RENZ 20 JAN 2000
----------------------------- -------------------------------------
(Signature of person (Signature of Contracting Officer)
authorized to sign)
- ------------------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8069 26-107 STANDARD FORM 26 (REV. 4-85)
PREVIOUS EDITION UNUSABLE FAR (48 CFR) 53.214(a)
</TABLE>
<PAGE> 2
LIST OF SECTIONS N00039-00-D-2101
Section B Supplies or Services and Prices/Costs, 34 pages
Section C Description/Specifications/Work Statements, 22 pages
Section D Packaging and Marking, 7 pages
Section E Inspection and Acceptance, 5 pages
Section F Deliveries or Performance, 5 pages
Section G Contract Administration Date, 9 pages
Section H Special Contract Requirements, 61 pages
Section I Contract Clauses, 29 pages
Section J List of Attachments and Exhibits, 2 pages
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE VIASAT,
INC. FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 31, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED IN
FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 16,584
<SECURITIES> 2,575
<RECEIVABLES> 22,331
<ALLOWANCES> 0
<INVENTORY> 3,189
<CURRENT-ASSETS> 47,279
<PP&E> 16,206
<DEPRECIATION> 9,195
<TOTAL-ASSETS> 55,173
<CURRENT-LIABILITIES> 10,450
<BONDS> 0
0
0
<COMMON> 81
<OTHER-SE> 43,012
<TOTAL-LIABILITY-AND-EQUITY> 55,173
<SALES> 52,093
<TOTAL-REVENUES> 52,093
<CGS> 29,760
<TOTAL-COSTS> 29,760
<OTHER-EXPENSES> 14,193
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (636)
<INCOME-PRETAX> 8,776
<INCOME-TAX> 3,160
<INCOME-CONTINUING> 5,616
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,616
<EPS-BASIC> .69
<EPS-DILUTED> .66
</TABLE>
