<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarter ended
MARCH 31, 1996
ORBITAL SCIENCES CORPORATION
Commission file number 0-18287
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<CAPTION>
<S> <C>
DELAWARE 06-1209561
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(State of Incorporation) (IRS Identification number)
21700 ATLANTIC BOULEVARD
DULLES, VIRGINIA 20166 (703) 406-5000
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(Address of principal executive offices) (Telephone number)
</TABLE>
The registrant has (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and
(2) has been subject to such filing requirements for the past 90 days.
As of May 1, 1996, 26,107,642 shares of the registrant's common stock were
outstanding.
<PAGE> 2
EXPLANATORY NOTE
Orbital Sciences Corporation ("Orbital") has determined to restate its
annual consolidated financial statements and its condensed consolidated
quarterly financial statements for 1996 and 1995. This amendment includes in
Item 1 such restated condensed consolidated financial statements for the three
months ended March 31, 1996, and other information relating to such restated
condensed consolidated financial statements. Item 2 includes Orbital's amended
and restated discussion and analysis of financial condition and results of
operations.
Except for Items 1 and 2 and Exhibits 11 and 27, no other information
included in the original report on Form 10-Q is amended by this amendment. For
current information regarding risks, uncertainties and other factors that may
affect Orbital's future performance, please see "Outlook: Issues and
Uncertainties" included in Item 7 of Orbital's Annual Report on Form 10-K for
the year ended December 31, 1999.
2
<PAGE> 3
PART 1
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ORBITAL SCIENCES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED; IN THOUSANDS, EXCEPT SHARE DATA)
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<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
--------------- ---------------
(RESTATED) (RESTATED)
ASSETS
------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 6,662 $ 15,317
Short-term investments, at market 11,168 19,713
Receivables, net 127,301 116,761
Inventories, net 38,633 38,527
Deferred income taxes and other assets 7,856 6,886
--------------- ---------------
TOTAL CURRENT ASSETS 191,620 197,204
PROPERTY, PLANT AND EQUIPMENT, at cost, less accumulated depreciation
and amortization of $57,286 and $53,067, respectively 91,169 91,538
SATELLITE SYSTEMS, AT COST, LESS ACCUMULATED
depreciation of $753 and $547, respectively 15,760 14,363
INVESTMENTS IN AFFILIATES 80,669 75,020
GOODWILL, less accumulated amortization of $14,416 and $13,697, respectively 75,037 75,395
DEFERRED INCOME TAXES AND OTHER ASSETS 20,272 19,380
--------------- ---------------
TOTAL ASSETS $ 474,527 $ 472,900
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Short-term borrowings and current portion of long-term obligations $ 24,675 $ 11,907
Accounts payable 21,411 25,903
Accrued expenses 33,595 36,563
Payable to subcontractors 12,475 11,552
Deferred revenues 31,667 32,501
--------------- ---------------
TOTAL CURRENT LIABILITIES 123,823 118,426
LONG-TERM OBLIGATIONS, net of current portion 93,470 96,990
OTHER LIABILITIES 16,747 19,740
--------------- ---------------
TOTAL LIABILITIES 234,040 235,156
NON-CONTROLLING INTERESTS IN NET ASSETS OF CONSOLIDATED SUBSIDIARIES (678) (422)
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Series A Special Voting Preferred Stock, par value $.01;
1 share authorized and outstanding -- --
Class B Preferred Stock, no par value;
10,000 shares authorized and outstanding -- --
Preferred Stock, par value $.01; 10,000,000 shares authorized,
no shares issued or outstanding -- --
Common Stock, par value $.01; 40,000,000 shares authorized, 26,828,848 and
26,766,029 shares outstanding, after deducting 15,735 shares held in treasury 269 268
Additional paid-in capital 248,008 247,580
Unrealized gains on short-term investments 66 68
Cumulative translation adjustment (3,749) (3,356)
Retained earnings (deficit) (3,429) (6,394)
--------------- ---------------
TOTAL STOCKHOLDERS' EQUITY 241,165 238,166
--------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 474,527 $ 472,900
=============== ===============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
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ORBITAL SCIENCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED; IN THOUSANDS, EXCEPT SHARE DATA)
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<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
---------------------------------
1996 1995
--------------- --------------
(RESTATED) (RESTATED)
<S> <C> <C>
REVENUES $ 104,801 $ 89,203
Costs of goods sold 71,738 63,631
--------------- --------------
GROSS PROFIT 33,063 25,572
Research and development expenses 6,904 5,052
Selling, general and administrative expenses 19,903 15,167
Amortization of goodwill 798 739
--------------- --------------
INCOME FROM OPERATIONS 5,458 4,614
Net interest expense (178) (540)
Equity in earnings (losses) of affiliates (2,242) 427
Non-controlling interests in (earnings) losses of
consolidated subsidiaries 257 --
--------------- --------------
INCOME BEFORE PROVISION FOR INCOME TAXES 3,295 4,501
Provision for income taxes 330 3,111
--------------- --------------
Income before cumulative effect of accounting changes 2,965 1,390
Cumulative effect of accounting changes, net of taxes -- (2,377)
--------------- --------------
NET INCOME (LOSS) $ 2,965 $ (987)
=============== ==============
NET INCOME (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE:
Income before cumulative effect of accounting changes $ 0.11 $ 0.06
Cumulative effect of accounting changes -- (0.10)
--------------- --------------
$ 0.11 $ (0.04)
=============== ==============
SHARES USED IN COMPUTING NET INCOME (LOSS) PER COMMON AND
COMMON EQUIVALENT SHARE 27,154,259 24,742,033
=============== ==============
NET INCOME (LOSS) PER COMMON SHARE, assuming dilution:
Income before cumulative effect of accounting changes $ 0.11 $ 0.06
Cumulative effect of accounting changes -- (0.10)
--------------- --------------
$ 0.11 $ (0.04)
=============== ==============
SHARES USED IN COMPUTING NET INCOME (LOSS) PER COMMON SHARE,
assuming dilution 31,050,110 24,742,033
=============== ==============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
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ORBITAL SCIENCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED; IN THOUSANDS)
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<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
---------------------------------
1996 1995
--------------- --------------
(RESTATED) (RESTATED)
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CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME (LOSS) $ 2,965 $ (987)
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES:
Depreciation and amortization expenses 6,117 4,239
Equity in (earnings) losses of affiliates 2,242 427
Non-controlling interests in earnings (losses) of affiliates (257) --
Cumulative effect of accounting change -- 2,377
Foreign currency translation adjustment (393) --
CHANGES IN ASSETS AND LIABILITIES:
(Increase) decrease in current and other non-current assets (13,352) (4,794)
(Increase) decrease in current and other non-current liabilities (11,044) (14,726)
--------------- --------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (13,722) (13,464)
--------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (5,659) (2,527)
Proceeds from sales of fixed assets -- 125
Sale of investment securities 8,543 3,061
Investments in affiliates (7,494) (1,719)
--------------- --------------
NET CASH USED IN INVESTING ACTIVITIES (4,610) (1,060)
--------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term borrowings (repayments) 12,700 (901)
Principal payments on long-term obligations (3,452) (845)
Net proceeds from issuances of common stock 429 535
Adjustment to recast pooled companies' year end -- (1,050)
--------------- --------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 9,677 (2,261)
--------------- --------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (8,655) (16,785)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 15,317 27,919
=============== ==============
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 6,662 $ 11,134
=============== ==============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 6
ORBITAL SCIENCES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996 AND 1995 (UNAUDITED)
BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited interim financial
information reflects all adjustments, consisting of normal recurring accruals,
necessary for a fair presentation thereof. Certain information and footnote
disclosure normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to instructions, rules and regulations prescribed by the Securities and Exchange
Commission (the "Commission"). Although the Company believes that the
disclosures provided are adequate to make the information presented not
misleading, these unaudited interim condensed consolidated financial statements
should be read in conjunction with the audited consolidated financial statements
and the footnotes thereto included in the Company's Annual Report on Form 10-K/A
for the year ended December 31, 1995. Operating results for the three-month
periods ended March 31, 1996 and 1995 are not necessarily indicative of the
results expected for the full year.
Orbital Sciences Corporation is hereafter referred to as "Orbital" or the
"Company."
(1) RESTATEMENT
Management has determined to restate its previously issued consolidated
financial statements for 1996 and 1995 with respect to its accounting treatment
for certain matters, including among other things, its accounting for equity
method investments, capitalized costs and certain other matters. For a full
description of the restatement matters, refer to Notes 1A and 14 to the
Company's consolidated financial statements included in the company's 1996
Annual Report on 10-K/A previously filed with the Commission.
The effect of the restatement matters on the Company's previously reported
revenues, gross profit, income (loss) from operations, net income (loss) and net
income (loss) per common and dilutive share for the periods is as follows:
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QUARTER ENDED QUARTER ENDED
(in thousands, except share data) MARCH 31, 1996 MARCH 31, 1995
-------------- --------------
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RESTATED:
Revenues $104,801 $89,203
Gross profit 33,063 25,572
Income from operations 5,458 4,614
Net income(loss) 2,965 (987)
Net income(loss) per common share 0.11 (0.04)
Net income(loss) per common share,
assuming dilution 0.11 N/A
AS PREVIOUSLY REPORTED:
Revenues $104,894 $88,975
Gross profit 32,312 25,513
Income from operations 5,872 4,614
Net income (loss) 3,128 (1,142)
Net income (loss) per common share 0.12 (0.05)
Net income (loss) per common share,
assuming dilution 0.12 N/A
</TABLE>
6
<PAGE> 7
(2) INVENTORIES
Inventories consist of components inventory, work-in-process inventory and
finished goods inventory and are generally stated at the lower of cost or net
realizable value on a first-in, first-out or specific identification basis.
Components inventory consists primarily of components and raw materials
purchased to support future production efforts. Work-in-process inventory
consists primarily of (i) costs incurred under U.S. Government fixed-price
contracts accounted for using the percentage of completion method of accounting
applied on a units of delivery basis and (ii) partially assembled commercial
products, and generally includes direct production costs and certain allocated
indirect costs (including an allocation of general and administrative costs).
Work-in-process inventory has been reduced by contractual progress payments
received. Finished goods inventory consists of fully assembled commercial
products awaiting shipment.
(3) COMMON STOCK AND INCOME PER SHARE
Income per common and common equivalent share is calculated using the weighted
average number of common and common equivalent shares, to the extent dilutive,
outstanding during the periods. Income per common share assuming full dilution
is calculated using the weighted average number of common and common equivalent
shares outstanding during the periods plus the effects of an assumed conversion
of the Company's 6 3/4% convertible subordinated debentures, after giving effect
to all net income adjustments that would result from the assumed conversion. Any
reduction of less than three percent in the aggregate has not been considered
dilutive in the calculation and presentation of income per common share assuming
full dilution.
(4) INCOME TAXES
The Company has recorded its interim income tax provision based on estimates of
the Company's effective tax rate expected to be applicable for the full fiscal
year. Estimated effective rates recorded during interim periods may be
periodically revised, if necessary, to reflect current estimates.
(5) RECLASSIFICATIONS
Certain reclassifications have been made to the 1995 condensed consolidated
financial statements to conform to the 1996 condensed consolidated financial
statement presentation. The November 1995 acquisition of MacDonald, Dettwiler
and Associates Ltd. was recorded using the pooling of interests method of
accounting for business combinations and, accordingly, Orbital's 1995 historical
financial statements have been restated to reflect this transaction.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain statements included in this discussion constitute "forward-looking
statements" within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. In addition, factors such as general economic and
business conditions, product performance, market acceptance of products and
technologies, and dependence upon long-term contracts with commercial and
government customers impact the Company's revenues, expenses and gross profit
from period to period. (Refer to Exhibit 99, previously filed, for further
discussion of some of these factors.)
The Company's products and services are grouped into three business sectors:
Space Infrastructure Systems, Satellite Access Products, and Satellite-Provided
Services. Space Infrastructure includes Launch Systems, Satellites and Space
Systems, Electronics and Sensor Systems, and Ground Systems and Software. The
Company's Satellite Access Products sector consists of satellite-based
navigation and communications products. The Company's Satellite-Provided
Services sector includes satellite-based, two-way mobile data communications
services and Earth imagery remote sensing services.
Certain of the 1996 and 1995 financial information has been restated. See Note 1
to the condensed consolidated financial statements.
RESULTS OF OPERATIONS FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 1996 AND 1995
REVENUES. Orbital's revenues for the three-month periods ended March 31, 1996
and 1995 were $104,801,000 and $89,203,000, respectively.
SPACE-TECHNOLOGY PRODUCTS
Revenues from the Company's orbital launch vehicle products increased to
$13,987,000 in the first quarter of 1996, from $7,578,000 in the first quarter
of 1995. The significant increase in revenues in 1996 is attributable primarily
to the resumption of production of the Company's Pegasus XL launch vehicle
leading up to and following its first successful launch in March 1996. Revenues
from suborbital and other launch vehicle products decreased to $5,253,000 in the
1996 quarter as compared to $9,511,000 in the 1995 quarter.
For the three months ended March 31, 1996, satellite systems revenues increased
to $22,541,000 from $14,519,000 in the 1995 quarter. The increase in satellite
system sales is primarily due to additional revenues generated from new
satellite orders and to increased sales to ORBCOMM Global L.P. Revenues
generated from sales of space sensors and instruments of $3,163,000 during the
1996 quarter decreased slightly from the comparable 1995 quarter sales of
$3,485,000.
Revenues from electronics systems were approximately $13,319,000 for the three
months ended March 31, 1996 as compared to $14,969,000 in the 1995 period. The
decrease in revenues is primarily a result of fewer orders received during the
1996 quarter.
Revenues from the Company's satellite ground systems and other software products
were $23,305,000 in 1996 as compared to $20,634,000 in 1995. The 1996 increase
reflects work performed on new contract awards.
SATELLITE-PROVIDED SERVICES
8
<PAGE> 9
Revenues from sales of navigation and communications products increased to
$22,768,000 for the 1996 quarter as compared to $11,586,000 for the 1995 period,
primarily due to a substantial increase in unit sales offset, in part, by lower
unit prices, for GPS navigators.
The Company's ORBCOMM and ORBIMAGE start-up businesses generated service
revenues of less than $1,000,000 in the 1996 quarter.
GROSS PROFIT. Gross profit depends on a number of factors, including the
Company's mix of contract types and costs incurred thereon in relation to
estimated costs. The Company's gross profit for the first quarter of 1996 was
$33,063,000, as compared to $25,572,000 in the 1995 first quarter. Gross profit
margin as a percentage of sales for those periods was approximately 32% and 29%,
respectively. During the first quarter of 1996, the Company recognized an
increase in gross profit of $2,523,000 related to the write-off or expiration of
certain Canadian development loans no longer required or not expected to be
repaid. The increased gross profit margin as a percentage of sales in 1996 is
also attributable to the resumption of Pegasus production after launch failures
in June, 1994 and June, 1995.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses represent
Orbital's self-funded product development activities, and exclude direct
customer-funded development. Research and development expenses during the
three-month periods ended March 31, 1996 and 1995 were $6,904,000 and
$5,052,000, respectively. Research and development expenses in 1996 relate
primarily to the development of new or improved navigation and communications
products, new or improved launch vehicles and new satellite programs.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses include the costs of marketing, advertising, promotional
and other selling expenses as well as the costs of the finance, administrative
and general management functions of the Company. Selling, general and
administrative expenses for the first quarters of 1996 and 1995 were $19,903,000
(or 19% of revenues) and $15,167,000 (or 17% of revenues), respectively. The
increase in selling, general and administrative expenses during 1996 as compared
to 1995 was primarily attributable to substantially expanded marketing efforts
related to the Company's ORBCOMM and ORBIMAGE projects.
INTEREST INCOME AND INTEREST EXPENSE. Net interest expense was $178,000 and
$540,000 for the three months ended March 31, 1996 and 1995, respectively.
Interest income for the periods reflects interest earnings on short-term
investments. Interest expense is primarily for outstanding amounts on Orbital's
revolving credit facility, on the Company's public debentures, and on secured
and unsecured debt. Interest expense has been reduced by capitalized interest of
$2,005,000 and $1,204,000 in 1996 and 1995, respectively.
EQUITY IN EARNINGS (LOSSES) OF AFFILIATES AND NON-CONTROLLING INTERESTS IN
CONSOLIDATED SUBSIDIARIES. Equity in earnings (losses) of affiliates and
non-controlling interests in (earnings) losses consolidated subsidiaries for the
first quarters of 1996 and 1995 were ($1,985,000) and $427,000, respectively.
These amounts represent elimination of 50% of the profits on sales to ORBCOMM
Global L.P., as well as the Company's pro rata share of ORBCOMM Global L.P.'s
and ORBCOMM USA L.P.'s current period earnings and losses.
PROVISION FOR INCOME TAXES. The Company recorded an income tax provision of
$330,000 and $3,111,000 for the three-month periods ended March 31, 1996 and
1995, respectively. The Company records its interim income tax provisions based
on estimates of the Company's effective tax rate expected to be applicable for
the full fiscal year. Estimated effective rates recorded during interim periods
may be periodically revised, if necessary, to reflect current estimates.
LIQUIDITY AND CAPITAL RESOURCES
The Company's growth has required substantial capital to fund both an expanding
business base and significant research and development and capital investment
expenditures. Additionally, the Company has historically made strategic
acquisitions of businesses and routinely evaluates potential acquisition
9
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candidates. The Company expects to continue to pursue potential acquisitions
that it believes would augment its marketing, technical, manufacturing or
financial capabilities. The Company has funded these requirements to date, and
expects to fund its requirements in the future through cash generated by
operations, working capital loan facilities, asset-based financings, joint
venture arrangements, and private and public equity and debt offerings.
Cash, cash equivalents and short-term investments were $17,830,000 at March 31,
1996, and the Company had short-term and long-term debt obligations outstanding
of approximately $118,145,000. The outstanding debt relates primarily to
advances under the Company's lines of credit facilities, secured and unsecured
notes, fixed asset financings and the Company's public debentures.
The Company's primary revolving credit facility provides for total borrowings
from an international syndicate of six banks of up to $65,000,000, subject to a
defined borrowing base comprised of certain contract receivables. Approximately
$6,000,000 of borrowings were outstanding under the facility at March 31, 1996,
and the available facility limit was approximately $25,000,000. At March 31,
1996, the average interest rate on outstanding borrowings under this facility
was approximately 9%. Borrowings are secured by contract receivables and certain
other assets. The facility restricts the payment of dividends and contains
certain covenants with respect to the Company's working capital, fixed charge
ratio, leverage ratio and tangible net worth, and expires in September 1997. The
Company (or its subsidiaries) also maintains two additional, smaller revolving
credit facilities, under which approximately $10,000,000 was outstanding at
March 31, 1996.
The Company's operations used net cash of approximately $13,722,000 in the first
quarter of 1996. The Company also invested approximately $7,494,000 in its
ORBCOMM project and incurred $5,659,000 in capital expenditures related
primarily to ORBIMAGE satellite remote sensing systems and spacecraft production
and test equipment.
Orbital expects to invest up to $15,000,000 in various ORBIMAGE satellite remote
sensing projects in 1996. Orbital also intends to invest an additional
approximately $5,000,000 in ORBCOMM Global L.P. in 1996, bringing its total
investment to $75,000,000. Orbital expects that its 1996 capital needs for its
existing operations, including its planned investments in the ORBCOMM and
ORBIMAGE projects, will in part be provided by working capital, cash flows from
operations, credit facilities, asset-based financings, customer financings and
operating lease arrangements. Orbital believes that it is likely to require
additional equity and/or debt financing to fully fund its currently planned
operations and capital requirements, to meet its potential increased investment
in ORBCOMM Global L.P. and to meet its investment requirements for ORBIMAGE
projects.
10
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - A complete listing of exhibits required is given in
the Exhibit Index that precedes the exhibits filed with this
report.
(b) Not applicable.
11
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Form 10-Q/A to be signed on its behalf by the
undersigned thereunto duly authorized.
ORBITAL SCIENCES CORPORATION
DATED: June 28, 2000 By: /s/ Jeffrey V. Pirone
--------------------------------------------
Jeffrey V. Pirone, Executive Vice President,
and Chief Financial Officer
12
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EXHIBIT INDEX
The following exhibits are filed as part of this report.
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EXHIBIT NO. DESCRIPTION
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11 Statement re: Computation of Earnings Per Share (transmitted herewith).
27 Financial Data Schedule (such schedule is furnished for the information of the
Securities and Exchange Commission and is not to be deemed "filed" as part
of the Form 10-Q, or otherwise subject to the liabilities of Section 18 of the
Securities Exchange Act of 1934) (transmitted herewith).
99 Important Factors Regarding Forward-Looking Statements (previously filed).
</TABLE>
13
