<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 10-Q
FOR QUARTERLY AND TRANSITION REPORTS UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
X QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT
--- OF 1934
For the transition period from to
--------------- -------------
Commission file number 0-26035
HUGHES ELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 52-1106564
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 North Sepulveda Boulevard
El Segundo, California 90245
(310) 662-9688
(Address, including zip code, and telephone number,
including area code, of registrants' principal executive office)
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, and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
--- ---
As of June 30, 2000, there were outstanding 1,000 shares of the issuer's
$1.00 par value common stock.
The registrant has met the conditions set forth in General Instructions
H(1)(a) and (b) of Form 10-Q and is therefore filing this Quarterly Report on
Form 10-Q with the reduced disclosure format.
<PAGE>
HUGHES ELECTRONICS CORPORATION
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I - Financial Information (Unaudited)
Item 1. Financial Statements
Statements of Operations and Available Separate Consolidated Net
Income (Loss) for the Three and Six Months Ended June 30, 2000
and 1999 3
Balance Sheets as of June 30, 2000 and December 31, 1999 4
Condensed Statements of Cash Flows for the Six Months Ended
June 30, 2000 and 1999 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 14
Part II - Other Information (Unaudited)
Item 1. Legal Proceedings 26
Item 6. Exhibits and Reports on Form 8-K 27
Signature 27
Exhibit 27 Financial Data Schedule (for SEC information only) (Unaudited)
</TABLE>
2
<PAGE>
HUGHES ELECTRONICS CORPORATION
ITEM 1. FINANCIAL STATEMENTS
STATEMENTS OF OPERATIONS AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME (LOSS)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
2000 1999 2000 1999
-------- -------- -------- --------
(Dollars in Millions)
<S> <C> <C> <C> <C>
Revenues
Direct broadcast, leasing and other services $1,565.4 $1,060.9 $3,037.8 $1,802.0
Product sales 271.6 255.2 502.3 432.5
-------- -------- -------- --------
Total Revenues 1,837.0 1,316.1 3,540.1 2,234.5
-------- -------- -------- --------
Operating Costs and Expenses
Broadcast programming and other costs 686.7 478.3 1,354.5 778.0
Cost of products sold 234.7 207.8 433.0 358.2
Selling, general and administrative expenses 736.0 505.7 1,420.3 863.0
Depreciation and amortization 224.6 153.2 434.8 271.3
-------- -------- -------- --------
Total Operating Costs and Expenses 1,882.0 1,345.0 3,642.6 2,270.5
-------- -------- -------- --------
Operating Loss (45.0) (28.9) (102.5) (36.0)
Interest income 4.3 4.6 8.2 18.2
Interest expense (57.8) (12.4) (102.7) (19.3)
Other, net (43.3) (34.1) (282.5) (64.7)
-------- -------- -------- --------
Loss From Continuing Operations Before
Income Taxes and Minority Interests (141.8) (70.8) (479.5) (101.8)
Income tax benefit (54.8) (9.5) (276.6) (22.9)
Minority interests in net losses of subsidiaries 4.5 6.8 12.1 13.3
-------- -------- -------- --------
Loss from continuing operations (82.5) (54.5) (190.8) (65.6)
Income (Loss) from discontinued operations, net
of taxes 13.4 (43.1) 39.8 41.0
-------- -------- -------- --------
Net Loss (69.1) (97.6) (151.0) (24.6)
Adjustments to exclude the effect of GM purchase
accounting adjustments 5.3 5.3 10.6 10.6
-------- -------- -------- --------
Loss excluding the effect of GM purchase
accounting adjustments (63.8) (92.3) (140.4) (14.0)
Preferred stock dividends (24.1) (1.6) (48.8) (1.6)
-------- -------- -------- --------
Loss Used for Computation of Available
Separate Consolidated Net Income (Loss) $ (87.9) $ (93.9) $ (189.2) $ (15.6)
======== ======== ======== ========
Available Separate Consolidated Net Income (Loss)
Average number of shares of General Motors
Class H Common Stock outstanding
(in millions) (Numerator) 562.7 363.0 488.0 340.8
Average Class H dividend base (in millions)
(Denominator) 1,297.0 1,244.7 1,295.8 1,222.5
Available Separate Consolidated Net Income (Loss) $ (38.1) $ (27.4) $ (71.3) $ (4.3)
======== ======== ======== ========
---------
</TABLE>
Reference should be made to the Notes to Financial Statements.
3
<PAGE>
HUGHES ELECTRONICS CORPORATION
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30,
2000 December 31,
ASSETS (Unaudited) 1999
----------- -----------
(Dollars in Millions)
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 277.6 $ 238.2
Accounts and notes receivable (less allowances) 1,048.8 960.9
Contracts in process 148.3 155.8
Inventories 327.8 236.1
Net assets of discontinued operations 1,201.3 1,224.6
Deferred income taxes 536.6 254.3
Prepaid expenses and other 776.3 788.1
--------- ---------
Total Current Assets 4,316.7 3,858.0
Satellites, net 4,096.1 3,907.3
Property, net 1,441.0 1,223.0
Net Investment in Sales-type Leases 262.5 146.1
Intangible Assets, net 7,271.2 7,406.0
Investments and Other Assets 2,336.8 2,056.6
--------- ---------
Total Assets $19,724.3 $18,597.0
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable $ 1,044.7 $ 1,062.2
Deferred revenues 147.0 130.5
Short-term borrowings and current portion of long-term debt 850.8 555.4
Accrued liabilities and other 1,244.5 894.0
--------- ---------
Total Current Liabilities 3,287.0 2,642.1
Long-Term Debt 1,916.5 1,586.0
Other Liabilities and Deferred Credits 1,431.9 1,454.2
Deferred Income Taxes 940.0 689.1
Commitments and Contingencies
Minority Interests 592.2 544.3
Stockholder's Equity
Capital stock and additional paid-in capital 9,915.1 9,809.5
Preferred stock 1,494.4 1,487.5
Retained deficit (284.2) (84.4)
--------- ---------
Subtotal Stockholder's Equity 11,125.3 11,212.6
--------- ---------
Accumulated Other Comprehensive Income (Loss)
Minimum pension liability adjustment (7.3) (7.3)
Accumulated unrealized gains on securities 447.8 466.0
Accumulated foreign currency translation adjustments (9.1) 10.0
--------- ---------
Accumulated other comprehensive income 431.4 468.7
--------- ---------
Total Stockholder's Equity 11,556.7 11,681.3
--------- ---------
Total Liabilities and Stockholder's Equity $19,724.3 $18,597.0
========= =========
</TABLE>
Reference should be made to the Notes to Financial Statements.
4
<PAGE>
HUGHES ELECTRONICS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
---------------------
2000 1999
-------- ---------
(Dollars in Millions)
<S> <C> <C>
Cash Flows from Operating Activities
Net Cash Provided by Continuing Operating Activities $ 147.3 $ 80.9
Cash Flows from Investing Activities
Investment in companies, net of cash acquired (103.4) (1,779.2)
Expenditures for property (405.1) (135.7)
Increase in satellites (374.3) (376.2)
Early buy-out of satellite under sale and leaseback - (141.3)
Proceeds from disposal of property 12.0 -
Proceeds from sale of investments 36.6 -
Proceeds from insurance claims 36.2 5.1
-------- ---------
Net Cash Used in Investing Activities (798.0) (2,427.3)
-------- ---------
Cash Flows from Financing Activities
Net increase in short-term borrowings and current
portion of long-term debt 295.4 28.3
Long-term debt borrowings 3,426.5 2,422.0
Repayment of long-term debt (3,096.0) (1,961.1)
Stock options exercised 47.9 42.8
Purchase and retirement of GM Class H common stock - (8.9)
Net proceeds from issuance of preferred stock - 1,485.0
Preferred stock dividends paid to General Motors (46.8) -
-------- ---------
Net Cash Provided by Financing Activities 627.0 2,008.1
-------- ---------
Net cash used in continuing operations (23.7) (338.3)
Net cash provided by (used in) discontinued operations 63.1 (145.0)
-------- ---------
Net increase (decrease) in cash and cash equivalents 39.4 (483.3)
Cash and cash equivalents at beginning of the period 238.2 1,342.0
-------- ---------
Cash and cash equivalents at end of the period $ 277.6 $ 858.7
======== =========
</TABLE>
Reference should be made to the Notes to Financial Statements.
5
<PAGE>
HUGHES ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
reporting. In the opinion of management, all adjustments (consisting only of
normal recurring items) which are necessary for a fair presentation have been
included. The results for interim periods are not necessarily indicative of
results that may be expected for any other interim period or for the full year.
For further information, refer to the financial statements and footnotes thereto
included in the Hughes Electronics Corporation Annual Report on Form 10-K for
the year ended December 31, 1999 and the Hughes Electronics Corporation
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, filed with
the Securities and Exchange Commission ("SEC") on March 10, 2000 and May 15,
2000, respectively, and the Hughes Electronics Corporation Current Reports on
Form 8-K, filed with the SEC through the date of this report.
Certain prior period amounts have been reclassified to conform to the June 30,
2000 presentation.
Revenues, operating costs and expenses, and other non-operating results for
the discontinued operations of the satellite systems manufacturing businesses
are excluded from Hughes' results from continuing operations for all periods
presented herein. As a result, the financial results of the satellite systems
manufacturing businesses are presented in Hughes' Statements of Operations and
Available Separate Consolidated Net Income (Loss) in a single line item entitled
"Income (Loss) from discontinued operations, net of taxes," the related assets
and liabilities are presented in the balance sheets in a single line item
entitled "Net assets of discontinued operations" and the net cash flows as "Net
cash provided by (used in) discontinued operations." See further discussion in
Note 7.
The accompanying financial statements include the applicable portion of
intangible assets, including goodwill, and related amortization resulting from
purchase accounting adjustments associated with General Motors Corporation's
("GM") purchase of Hughes in 1985, with certain amounts allocated to the
satellite systems manufacturing businesses.
Note 2. Inventories
Major Classes of Inventories
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
-------- ------------
(Dollars in Millions)
<S> <C> <C>
Productive material and supplies $ 62.7 $ 59.1
Work in process 126.4 67.0
Finished goods 138.7 110.0
------- ------
Total $ 327.8 $236.1
======= ======
</TABLE>
Note 3. Comprehensive Loss
Hughes' total comprehensive loss was as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------- --------------------
2000 1999 2000 1999
------- ------- ------- --------
(Dollars in Millions)
<S> <C> <C> <C> <C>
Net loss $ (69.1) $ (97.6) $(151.0) $(24.6)
Other comprehensive income (loss):
Unrealized losses on securities (189.2) (8.9) (18.2) 0.4
Foreign currency translation
adjustments 6.2 (1.1) (19.1) (4.6)
------- ------- ------- ------
Other comprehensive loss (183.0) (10.0) (37.3) (4.2)
------- ------- ------- ------
Total comprehensive loss $(252.1) $(107.6) $(188.3) $(28.8)
======= ======= ======= ======
</TABLE>
6
<PAGE>
HUGHES ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS--Continued
(Unaudited)
Note 4. Available Separate Consolidated Net Income (Loss)
GM Class H common stock is a "tracking stock" of GM designed to provide
holders with financial returns based on the financial performance of Hughes.
Holders of GM Class H common stock have no direct rights in the equity or assets
of Hughes, but rather have rights in the equity and assets of GM (which includes
100% of the stock of Hughes).
Amounts available for the payment of dividends on GM Class H common stock are
based on the Available Separate Consolidated Net Income (Loss) ("ASCNI") of
Hughes. The ASCNI of Hughes is determined quarterly and is equal to the
separate consolidated net income (loss) of Hughes, excluding the effects of GM
purchase accounting adjustments arising from GM's acquisition of Hughes and
including the effects of preferred dividends paid and/or payable to GM (earnings
(loss) used for computation of ASCNI), multiplied by a fraction, the numerator
of which is equal to the weighted-average number of shares of GM Class H common
stock outstanding during the period (562.7 million and 363.0 million during the
second quarters of 2000 and 1999, respectively) and the denominator of which is
a number equal to the weighted-average number of shares of GM Class H common
stock which, if issued and outstanding, would represent 100% of the tracking
stock interest in the earnings of Hughes (Average Class H dividend base). The
Average Class H dividend base was 1,297.0 million and 1,244.7 million during the
second quarters of 2000 and 1999, respectively.
Under the GM Restated Certificate of Incorporation, the GM Board of Directors
("GM Board") may adjust the denominator of the Class H fraction that determines
the net income of Hughes attributable to the GM Class H common stock - that is,
the Class H dividend base, from time to time as the GM Board deems appropriate
to reflect the following: (a) subdivisions and combinations of the GM Class H
common stock and stock dividends payable in shares of GM Class H common stock to
holders of GM Class H common stock; (b) the fair market value of contributions
of cash or property by GM to Hughes, or of cash or property of GM to or for the
benefit of employees of Hughes for employee benefit plans or arrangements of GM,
Hughes or other GM subsidiaries; (c) the contribution of shares of capital stock
of GM to or for the benefit of employees of Hughes or its subsidiaries for
benefit plans or arrangements of GM, Hughes or other GM subsidiaries; (d)
payments made by Hughes to GM of amounts applied to the repurchase by GM of
shares of GM Class H common stock, so long as the GM Board has approved the
repurchase and GM applied the payment to the repurchase; and (e) the repurchase
by Hughes of shares of GM Class H common stock that are no longer outstanding,
so long as the GM Board approved the repurchase. Additionally, upon conversion
of the General Motors Series H 6.25% Automatically Convertible Preference Stock
("GM Series H preference stock") into GM Class H common stock, both the
numerator and the denominator used in the computation of ASCNI will increase by
the number of shares of the GM Class H common stock issued (see further
discussion in Note 5).
As part of GM's previously announced plans for a broad restructuring of its
economic interest in Hughes, during the second quarter of 2000, GM completed an
exchange offer in which GM repurchased 86 million shares of GM $1-2/3 par value
common stock and issued 92 million shares of GM Class H common stock. In
addition, on June 12, 2000, GM contributed approximately 54 million shares and
approximately 7 million shares of GM Class H common stock to its U.S. Hourly-
Rate Employees Pension Plan and VEBA trust, respectively. The GM Class H common
stock issued as part of the exchange offer and employee benefit plan
contributions have been included as part of the numerator for the computation of
ASCNI since their date of issuance.
On June 6, 2000, the GM Board declared a three-for-one stock split of the GM
Class H common stock. The stock split was in the form of a 200% stock dividend,
paid on June 30, 2000 to GM Class H common stockholders of record on June 13,
2000. As a result, the numbers of shares of GM Class H common stock presented
for all periods have been adjusted to reflect the stock split.
7
<PAGE>
HUGHES ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS--Continued
(Unaudited)
Note 5. Hughes Series A Preferred Stock
On June 24, 1999, as part of a strategic alliance with Hughes, America Online
("AOL") invested $1.5 billion in shares of GM Series H preference stock. The GM
Series H preference stock will automatically convert on June 24, 2002 into GM
Class H common stock based upon a variable conversion factor linked to the GM
Class H common stock price at the time of conversion, and accrues quarterly
dividends at a rate of 6.25% per year. It may be converted earlier in certain
limited circumstances. GM immediately invested the $1.5 billion received from
AOL in shares of Hughes Series A Preferred Stock designed to correspond to the
financial terms of the GM Series H preference stock. Dividends on the Hughes
Series A Preferred Stock are payable to GM quarterly at an annual rate of 6.25%.
These preferred stock dividends payable to GM will reduce Hughes' earnings used
for computation of the ASCNI of Hughes, which will have an equivalent effect to
the payment of dividends on the GM Series H preference stock as if those
dividends were paid by Hughes. Upon conversion of the GM Series H preference
stock into GM Class H common stock, Hughes will redeem the Hughes Series A
Preferred Stock through a cash payment to GM equal to the fair market value of
the GM Class H common stock issuable upon the conversion. Simultaneous with GM's
receipt of the cash redemption proceeds, GM will make a capital contribution to
Hughes of the same amount. In connection with this capital contribution, the
denominator of the fraction used in the computation of the ASCNI of Hughes will
be increased by the corresponding number of shares of GM Class H common stock
issued. Accordingly, upon conversion of the GM Series H preference stock into GM
Class H common stock, both the numerator and denominator used in the computation
of ASCNI will increase by the amount of the GM Class H common stock issued.
Note 6. Short-Term Borrowings and Long-Term Debt
Short-Term Borrowings and Current Portion of Long-Term Debt
<TABLE>
<CAPTION>
Interest Rates at June 30, December 31,
June 30, 2000 2000 1999
----------------- -------- ------------
(Dollars in Millions)
<S> <C> <C> <C>
Floating rate notes, net of unamortized
discount 7.57% $ 499.6 $ 498.9
364-day revolving credit facility 7.71% 150.0 -
Commercial paper 7.10% - 7.35% 167.9 -
Current portion of long-term debt 6.88% 33.3 56.5
-------- --------
Total short-term borrowings and current
portion of long-term debt $ 850.8 $ 555.4
======== ========
Long-Term Debt
<CAPTION>
Interest Rates at June 30, December 31,
June 30, 2000 2000 1999
----------------- -------- ------------
(Dollars in Millions)
<S> <C> <C> <C>
Notes payable 6.00% - 6.88% $ 829.8 $ 874.1
Revolving credit facilities 7.54% - 7.69% 881.0 727.9
Commercial paper 7.10% - 7.35% 200.0 -
Other debt 9.61% - 12.75% 39.0 40.5
-------- --------
Total debt 1,949.8 1,642.5
Less current portion 33.3 56.5
-------- --------
Total long-term debt $1,916.5 $1,586.0
======== ========
</TABLE>
8
<PAGE>
HUGHES ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS--Continued
(Unaudited)
Note 7. Acquisitions, Investments and Divestitures
Acquisitions and Investments
On May 20, 1999, Hughes acquired by merger all of the outstanding capital
stock of United States Satellite Broadcasting Company, Inc. ("USSB"), a
provider of premium subscription television programming via the digital
broadcasting system that it shared with DIRECTV. The total consideration of
approximately $1.6 billion, paid in July 1999, consisted of approximately $0.4
billion in cash and 67.8 million shares of GM Class H common stock.
On April 28, 1999, Hughes completed the acquisition of PRIMESTAR's 2.3 million
subscriber medium-power direct-to-home satellite business. The purchase price
consisted of $1.1 billion in cash and 14.7 million shares of GM Class H common
stock, for a total purchase price of $1.3 billion. As part of the agreement to
acquire PRIMESTAR, Hughes agreed to purchase the high-power satellite assets,
which consisted of an in-orbit satellite and a satellite which has not yet been
launched, and related orbital frequencies of Tempo Satellite Inc., a wholly
owned subsidiary of TCI Satellite Entertainment Inc. The purchase price for the
Tempo Satellite assets consisted of $500 million in cash, $150 million paid on
March 10, 1999 and the remaining $350 million paid on June 4, 1999.
Hughes agreed, in connection with its acquisition of PRIMESTAR, to exit the
medium-power business prior to May 1, 2001. Hughes formulated a detailed exit
plan during the second quarter of 1999 and immediately began to migrate the
medium-power customers to DIRECTV's high-power platform. Accordingly, Hughes
accrued exit costs of $150 million in determining the purchase price allocated
to the net assets acquired. The principal components of such exit costs include
penalties to terminate assumed contracts and costs to remove medium-power
equipment from customer premises. The timing of subscriber migration and exit of
the medium-power business is currently estimated to occur by the end of 2000.
The amount of accrued exit costs remaining at June 30, 2000 was $76 million.
The following selected unaudited pro forma information is being provided to
present a summary of the combined results of Hughes and USSB and PRIMESTAR for
the six months ended June 30, 1999 as if the acquisitions had occurred as of the
beginning of the period, giving effect to purchase accounting adjustments. The
pro forma data presents only these significant transactions, is presented for
informational purposes only and may not necessarily reflect the results of
operations of Hughes had these companies operated as part of Hughes for the
period presented, nor are they necessarily indicative of the results of future
operations. The pro forma information excludes the effect of non-recurring
charges.
<TABLE>
<CAPTION>
Six Months Ended
June 30, 1999
---------------------
(Dollars in Millions)
<S> <C>
Total Revenues $3,204.5
Net Loss (30.3)
Available Separate Consolidated Net
Income (Loss) (6.7)
</TABLE>
Divestitures
On March 1, 2000, Hughes announced that the operations of DIRECTV Japan,
Hughes' affiliate that provides DIRECTV services in Japan, would be discontinued
and that its subscribers would have the opportunity to migrate during 2000 to
SkyPerfecTV!, a company in Japan that provides direct-to-home satellite
broadcast services, which is expected to complete an initial public offering
during the second half of 2000. In connection with the agreement, Hughes
acquired an approximate 6.6% interest in SkyPerfecTV!. As a result of the
transaction, in the first quarter of 2000 Hughes wrote off its investment and
accrued for the estimated costs to exit the DIRECTV Japan business. The
principal components of the accrued exit costs include estimated subscriber
migration and termination costs and costs to terminate certain leases,
programming agreements and other long-term contractual commitments. These one-
time charges were offset by the estimated fair value of the SkyPerfecTV!
interest acquired. The fair value of the SkyPerfecTV! interest recorded was
estimated based upon an independent appraisal. The total loss related to
DIRECTV Japan for the second quarter of 2000 and the six months ended June 30,
2000, including Hughes' share of DIRECTV Japan's operating losses, was
approximately $25 million and $255 million, respectively, and was recorded in
"other, net." The after-tax impact for the same periods was approximately $18
million and $67 million, respectively. Hughes will continue to record its share
of DIRECTV Japan's operating losses during the remainder of 2000.
9
<PAGE>
HUGHES ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS--Continued
(Unaudited)
Note 7. Acquisitions, Investments and Divestitures - Concluded
On January 13, 2000, Hughes announced that it had reached an agreement to sell
its satellite systems manufacturing businesses to The Boeing Company ("Boeing")
for $3.75 billion in cash. The transaction, which is subject to regulatory
approval, is expected to close in the second half of 2000 and result in an
after-tax gain in excess of $1 billion. The financial results for the satellite
systems manufacturing businesses are treated as discontinued operations for all
periods presented herein.
Note 8. Segment Reporting
Hughes' segments, which are differentiated by their products and services,
include Direct-To-Home Broadcast, Satellite Services, and Network Systems.
Direct-To-Home Broadcast is engaged in acquiring, promoting, selling and/or
distributing digital entertainment programming via satellite to residential and
commercial customers. Satellite Services is engaged in the selling, leasing and
operating of satellite transponders and providing services for cable television
systems, news companies, Internet service providers and private business
networks. Network Systems is engaged in manufacturing equipment used in
satellite-based private business networks, manufacturing DIRECTV(TM), DirecPC(R)
and DirecDuo(TM) receiver equipment and providing business communications
services. Other includes the corporate office and other entities.
Selected information for Hughes' operating segments follows:
<TABLE>
<CAPTION>
Direct-To-
Home Satellite Network
(Dollars in Millions) Broadcast Services Systems Other Eliminations Total
------------------------------ ----------- --------- -------- ------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
For the Three Months Ended:
June 30, 2000
External Revenues $1,241.3 $286.1 $304.8 $ 4.8 - $1,837.0
Intersegment Revenues 10.9 36.2 67.0 2.2 $(116.3) -
-------- ------ ------ ------ ------- --------
Total Revenues $1,252.2 $322.3 $371.8 $ 7.0 $(116.3) $1,837.0
-------- ------ ------ ------ ------- --------
Operating Profit (Loss) $ (134.8) $139.8 $(17.1) $(31.2) $ (1.7) $ (45.0)
June 30, 1999
External Revenues $ 869.3 $167.3 $277.0 $ 2.5 - $1,316.1
Intersegment Revenues 0.9 33.1 64.1 0.3 $ (98.4) -
-------- ------ ------ ------ ------- --------
Total Revenues $ 870.2 $200.4 $341.1 $ 2.8 $ (98.4) $1,316.1
-------- ------ ------ ------ ------- --------
Operating Profit (Loss) $ (73.1) $ 82.4 $ 9.7 $(35.3) $ (12.6) $ (28.9)
For the Six Months Ended:
June 30, 2000
External Revenues $2,408.0 $550.5 $573.8 $ 7.8 - $3,540.1
Intersegment Revenues 18.0 70.9 162.5 2.8 $(254.2) -
-------- ------ ------ ------ ------- --------
Total Revenues $2,426.0 $621.4 $736.3 $ 10.6 $(254.2) $3,540.1
-------- ------ ------ ------ ------- --------
Operating Profit (Loss) $ (260.8) $267.1 $(17.0) $(60.7) $ (31.1) $ (102.5)
June 30, 1999
External Revenues $1,425.3 $327.0 $477.5 $ 4.7 - $2,234.5
Intersegment Revenues 1.5 66.9 94.5 0.8 $(163.7) -
-------- ------ ------ ------ ------- --------
Total Revenues $1,426.8 $393.9 $572.0 $ 5.5 $(163.7) $2,234.5
-------- ------ ------ ------ ------- --------
Operating Profit (Loss) $ (98.0) $160.7 $ (8.2) $(47.1) $ (43.4) $ (36.0)
</TABLE>
10
<PAGE>
HUGHES ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS--Continued
(Unaudited)
Note 9. Contingencies
In connection with the 1997 spin-off of the defense electronics business of
Hughes' predecessor as part of the Hughes restructuring transactions and the
subsequent merger of that business with Raytheon Company ("Raytheon"), the terms
of the merger agreement provided processes for resolving disputes that might
arise in connection with post-closing financial adjustments that were also
called for by the terms of the merger agreement. These financial adjustments
might require a cash payment from Raytheon to Hughes or vice versa.
A dispute currently exists regarding the post-closing adjustments which Hughes
and Raytheon have proposed to one another and related issues regarding the
adequacy of disclosures made by Hughes to Raytheon in the period prior to
consummation of the merger. Hughes and Raytheon are proceeding with the dispute
resolution process. It is possible that the ultimate resolution of the post-
closing financial adjustment and of related disclosure issues may result in
Hughes making a payment to Raytheon that would be material to Hughes. However,
the amount of any payment that either party might be required to make to the
other cannot be determined at this time. Hughes intends to vigorously pursue
resolution of the dispute through the arbitration processes, opposing the
adjustments proposed by Raytheon, and seeking the payment from Raytheon that
Hughes has proposed.
On June 3, 1999, the National Rural Telecommunications Cooperative ("NRTC")
filed a lawsuit against DIRECTV, Inc. and Hughes Communications Galaxy, Inc.,
which Hughes refers to together in this description as "DIRECTV", in the U.S.
District Court for the Central District of California, alleging that DIRECTV has
breached the DBS Distribution Agreement with the NRTC. The DBS Distribution
Agreement provides the NRTC with certain rights, in certain specified portions
of the United States, with respect to DIRECTV programming delivered over 27 of
the 32 frequencies at the 101(degrees) west longitude orbital location. The NRTC
claims that DIRECTV has wrongfully deprived it of the exclusive right to
distribute programming formerly provided by USSB over the other five frequencies
at 101(degrees). DIRECTV denies that the NRTC is entitled to exclusive
distribution rights to the former USSB programming because, among other things,
the NRTC's exclusive distribution rights are limited to programming distributed
over 27 of the 32 frequencies at 101(degrees). The NRTC's complaint seeks, in
the alternative, the right to distribute former USSB programming on a non-
exclusive basis and the recovery of related revenues from the date USSB was
acquired by Hughes. DIRECTV maintains that the NRTC's right under the DBS
Distribution Agreement is to market and sell the former USSB programming as its
agent and the NRTC is not entitled to the claimed revenues. DIRECTV intends to
vigorously defend against the NRTC claims. DIRECTV has also filed a counterclaim
against the NRTC seeking a declaration of the parties' rights under the DBS
Distribution Agreement.
On August 26, 1999, the NRTC filed a second lawsuit against DIRECTV alleging
that DIRECTV has breached the DBS Distribution Agreement. In this lawsuit, the
NRTC is asking the court to require DIRECTV to pay the NRTC a proportionate
share of unspecified financial benefits that DIRECTV derives from programming
providers and other third parties. DIRECTV denies that it owes any sums to the
NRTC on account of the allegations in these matters and plans to vigorously
defend itself against these claims.
A class action suit was filed against DIRECTV on behalf of the NRTC's
participating members on February 29, 2000. The members assert claims identical
to the claims that were asserted by Pegasus Satellite Television, Inc. and
Golden Sky Systems, Inc. in their lawsuit against DIRECTV described in the
following paragraph.
Pegasus Satellite Television, Inc. and Golden Sky Systems, Inc., the two
largest NRTC affiliates, filed an action on January 11, 2000 against DIRECTV in
the U.S. District Court in Los Angeles. The plaintiffs allege, among other
things, that DIRECTV has interfered with their contractual relationship with the
NRTC. The plaintiffs plead that their rights and damages are derivative of the
rights and claims asserted by the NRTC in its two cases against DIRECTV. The
plaintiffs also allege that DIRECTV has interfered with their contractual
relationships with manufacturers and distributors by preventing those parties
from selling receiving equipment to the plaintiffs' dealers. DIRECTV denies
that it has wrongfully interfered with any of the plaintiffs' business
relationships and will vigorously defend the lawsuit. Although an amount of
loss, if any, cannot be estimated at this time, an unfavorable outcome could be
reached in the NRTC and Pegasus litigation that could be material to Hughes'
results of operations or financial position.
11
<PAGE>
HUGHES ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS--Continued
(Unaudited)
Note 9. Contingencies - Continued
General Electric Capital Corporation ("GECC") and DIRECTV, Inc. entered into a
contract on July 31, 1995, in which GECC agreed to establish and manage a
private label consumer credit program for consumer purchases of hardware and
related DIRECTV programming. Under the contract, GECC also agreed to provide
certain related services to DIRECTV, including credit risk scoring, billing and
collections services. DIRECTV agreed to act as a surety for loans complying
with the terms of the contract. Hughes guaranteed DIRECTV's performance under
the contract. A complaint and counterclaim were filed by the parties in the
U.S. District Court for the District of Connecticut concerning GECC's
performance and DIRECTV's obligation to act as a surety. A trial commenced on
June 12, 2000 with GECC presenting evidence to the jury for damages of $157
million. DIRECTV sought damages from GECC of $45 million. On July 21, 2000,
the jury returned a verdict in favor of GECC and awarded contract damages in the
amount of $133 million. GECC may also seek attorneys' fees and penalty interest
under Connecticut statute. Hughes and DIRECTV will appeal the jury verdict. As
a result, Hughes and DIRECTV believe that it is reasonably possible that the
jury verdict will be overturned and a new trial granted. Although it is not
possible to predict the result of any eventual appeal in this case, Hughes does
not believe that the litigation will ultimately have a material adverse impact
on Hughes' results of operations or financial position.
There is a pending grand jury investigation into whether Hughes should be
accused of criminal violations of the export control laws arising out of the
participation of two of its employees on a committee formed to review the
findings of Chinese engineers regarding the failure of a Long March rocket in
China in 1996. Hughes is also subject to the authority of the State Department
to impose sanctions for non-criminal violations of the Arms Export Control Act.
The possible criminal and/or civil sanctions could include fines as well as
debarment from various export privileges and participating in government
contracts. If Hughes were to enter into a settlement of this matter prior to
the closing of the Boeing transaction that involves a debarment from sales to
the U.S. government or a material suspension of Hughes' export licenses or other
material limitation on projected business activities of the satellite systems
manufacturing businesses, Boeing would not be obligated to complete the purchase
of Hughes' satellite systems manufacturing businesses. Hughes does not expect
the grand jury investigation or State Department review to result in a material
adverse effect upon its business.
Hughes Space and Communications International ("HSCI"), a wholly owned
subsidiary of Hughes Space and Communications Company, has certain contracts
with ICO Global Communications Operations ("ICO") to build the satellites and
related components for a global wireless communications system. On August 27,
1999, the ICO parent company filed for bankruptcy protection under Chapter 11 in
U.S. Bankruptcy Court in Wilmington, Delaware. On May 3, 2000 the U.S.
Bankruptcy Court approved a plan of reorganization and ICO's assumption of
contracts with HSCI. In connection with the contract assumption, ICO paid, in
the second quarter of 2000, all pre-petition amounts due to Hughes related to
the ICO contracts.
EchoStar Communications Corporation ("EchoStar") and others commenced an
action in the U.S. District Court in Colorado on February 1, 2000 against
DIRECTV, Hughes Network Systems and Thomson Consumer Electronics, Inc. seeking,
among other things, injunctive relief and unspecified damages, including treble
damages, in connection with allegations that the defendants have entered into
agreements with retailers and program providers and engaged in other conduct
that violates the antitrust laws and constitutes unfair competition. DIRECTV
believes that the complaint is without merit and intends to vigorously defend
against the allegations raised. Although an amount of loss, if any, cannot be
estimated at this time, an unfavorable outcome could be reached that could be
material to Hughes' results of operations or financial position.
Hughes and DIRECTV filed counterclaims against EchoStar on March 13, 2000,
alleging that EchoStar tortiously interfered with DIRECTV's relationship with
Kelly Broadcasting System, a provider of foreign-language programming; engaged
in unfair business practices in connection with improper sales of network
programming, misleading advertisements for National Football League games and
EchoStar's "PRIMESTAR bounty program"; and infringed on PRIMESTAR trademarks.
12
<PAGE>
HUGHES ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS--Concluded
(Unaudited)
Note 9. Contingencies - Concluded
Hughes Communications Galaxy, Inc. ("HCGI") filed a lawsuit on March 22, 1991
against the U.S. Government based upon National Aeronautics and Space
Administration's breach of contract to launch ten satellites on the Space
Shuttle. The U.S. Court of Federal Claims granted HCGI's Motion for Summary
Judgment on the issue of liability on November 30, 1995. A trial was held on
May 1, 1998 on the issue of damages. On June 30, 2000, a final judgment was
entered in favor of HCGI in the amount of $103 million. Both Hughes and the
U.S. Government have the ability to appeal the final judgment. As a result of
the uncertainty regarding the outcome of this matter, no amount has been
recorded in the financial statements of Hughes to reflect the award. On July
13, 2000, HCGI filed a notice to appeal the judgment with the U.S. Court of
Appeals for the Federal Circuit. HCGI is appealing for a greater amount than
was awarded. Final resolution of this issue could result in a gain that would
be material to Hughes.
Hughes is subject to various claims and legal actions which are pending or may
be asserted against it. The aggregate ultimate liability of Hughes under these
claims and actions was not determinable at June 30, 2000. In the opinion of
Hughes management, such liability is not expected to have a material adverse
effect on Hughes' results of operations or financial position.
13
<PAGE>
HUGHES ELECTRONICS CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
SUMMARY DATA
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------- -----------
2000 1999 2000 1999
-------- -------- --------- ---------
<S> <C> <C> <C> <C>
(Dollars in Millions)
Statement of Operations Data: (Unaudited)
Total revenues $1,837.0 $1,316.1 $ 3,540.1 $ 2,234.5
Total operating costs and expenses 1,882.0 1,345.0 3,642.6 2,270.5
-------- -------- --------- ---------
Operating loss (45.0) (28.9) (102.5) (36.0)
Interest, net (53.5) (7.8) (94.5) (1.1)
Other, net (43.3) (34.1) (282.5) (64.7)
Income tax benefit (54.8) (9.5) (276.6) (22.9)
Minority interests in net losses of subsidiaries 4.5 6.8 12.1 13.3
-------- -------- --------- ---------
Loss from continuing operations (82.5) (54.5) (190.8) (65.6)
Income (loss) from discontinued operations,
net of taxes 13.4 (43.1) 39.8 41.0
-------- -------- --------- ---------
Net loss $ (69.1) $ (97.6) $ (151.0) $ (24.6)
======== ======== ========= =========
Other Data:
EBITDA $ 179.6 $ 124.3 $ 332.3 $ 235.3
EBITDA Margin 9.8% 9.4% 9.4% 10.5%
Depreciation and amortization $ 224.6 $ 153.2 $ 434.8 $ 271.3
Capital expenditures $ 365.1 $ 265.8 $ 779.4 $ 653.2
June 30,
2000 December 31,
(Unaudited) 1999
---------- ---------
Balance Sheet Data: (Dollars in Millions)
Cash and cash equivalents $ 277.6 $ 238.2
Total current assets 4,316.7 3,858.0
Total assets 19,724.3 18,597.0
Total current liabilities 3,287.0 2,642.1
Long-term debt 1,916.5 1,586.0
Minority interests 592.2 544.3
Total stockholder's equity $11,556.7 $11,681.3
---------------------------------------------------------------------------------------------------------
</TABLE>
Certain prior period amounts have been reclassified to conform to the June 30,
2000 presentation.
EBITDA is defined as operating profit (loss), plus depreciation and
amortization. EBITDA is not presented as an alternative measure of operating
results or cash flow from operations, as determined in accordance with generally
accepted accounting principles. Hughes management believes it is a meaningful
measure of performance and is commonly used by other communications,
entertainment and media service providers. EBITDA does not give effect to cash
used for debt service requirements and thus does not reflect funds available for
investment in the business of Hughes, dividends or other discretionary uses.
EBITDA margin is calculated by dividing EBITDA by total revenues. In addition,
EBITDA and EBITDA margin as presented herein may not be comparable to similarly
titled measures reported by other companies.
14
<PAGE>
HUGHES ELECTRONICS CORPORATION
SUMMARY DATA - Concluded
(Unaudited)
Selected Segment Data
<TABLE>
<CAPTION>
Direct-To-
Home Satellite Network Eliminations
(Dollars in Millions) Broadcast Services Systems and Other Total
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
For the Three Months Ended:
June 30, 2000
Total Revenues $1,252.2 $322.3 $371.8 $(109.3) $1,837.0
-----------------------------------------------------------------------------------------------------------------------------------
Operating Profit (Loss) $ (134.8) $139.8 $(17.1) $ (32.9) $ (45.0)
Operating Profit Margin N/A 43.4% N/A N/A N/A
EBITDA $ (14.0) $221.4 $ 0.8 $ (28.6) $ 179.6
EBITDA Margin N/A 68.7% 0.2% N/A 9.8%
-----------------------------------------------------------------------------------------------------------------------------------
Depreciation and
Amortization $ 120.8 $ 81.6 $ 17.9 $ 4.3 $ 224.6
Capital Expenditures 219.1(1) 50.2(2) 94.2(3) 1.6 365.1
-----------------------------------------------------------------------------------------------------------------------------------
June 30, 1999
Total Revenues $ 870.2 $200.4 $341.1 $ (95.6) $1,316.1
-----------------------------------------------------------------------------------------------------------------------------------
Operating Profit (Loss) $ (73.1) $ 82.4 $ 9.7 $ (47.9) $ (28.9)
Operating Profit Margin N/A 41.1% 2.8% N/A N/A
EBITDA $ (11.5) $150.9 $ 29.5 $ (44.6) $ 124.3
EBITDA Margin N/A 75.3% 8.6% N/A 9.4%
-----------------------------------------------------------------------------------------------------------------------------------
Depreciation and
Amortization $ 61.6 $ 68.5 $ 19.8 $ 3.3 $ 153.2
Capital Expenditures 78.2(1) 135.4(2) 70.6(3) (18.4) 265.8
-----------------------------------------------------------------------------------------------------------------------------------
For the Six Months Ended:
June 30, 2000
Total Revenues $2,426.0 $621.4 $736.3 $(243.6) $3,540.1
-----------------------------------------------------------------------------------------------------------------------------------
Operating Profit (Loss) $ (260.8) $267.1 $(17.0) $ (91.8) $ (102.5)
Operating Profit Margin N/A 43.0% N/A N/A N/A
EBITDA $ (23.2) $422.4 $ 17.6 $ (84.5) $ 332.3
EBITDA Margin N/A 68.0% 2.4% N/A 9.4%
-----------------------------------------------------------------------------------------------------------------------------------
Depreciation and
Amortization $ 237.6 $155.3 $ 34.6 $ 7.3 $ 434.8
Capital Expenditures 387.1(1) 208.2(2) 161.8(3) 22.3 779.4
-----------------------------------------------------------------------------------------------------------------------------------
June 30, 1999
Total Revenues $1,426.8 $393.9 $572.0 $(158.2) $2,234.5
-----------------------------------------------------------------------------------------------------------------------------------
Operating Profit (Loss) $ (98.0) $160.7 $ (8.2) $ (90.5) $ (36.0)
Operating Profit Margin N/A 40.8% N/A N/A N/A
EBITDA $ (9.1) $296.9 $ 30.7 $ (83.2) $ 235.3
EBITDA Margin N/A 75.4% 5.4% N/A 10.5%
-----------------------------------------------------------------------------------------------------------------------------------
Depreciation and
Amortization $ 88.9 $136.2 $ 38.9 $ 7.3 $ 271.3
Capital Expenditures 155.8(1) 475.2(2) 72.8(3) (50.6) 653.2
-----------------------------------------------------------------------------------------------------------------------------------
Certain prior period amounts have been reclassified to
conform to the June 30, 2000 presentation.
</TABLE>
(1) Includes expenditures related to satellites amounting to $24.1 million,
$22.5 million, $35.7 million and $75.5 million, respectively.
(2) Includes expenditures related to satellites amounting to $31.1 million,
$125.9 million, $177.1 million and $315.6 million, respectively. Also
included in the first six months of 1999 is $141.3 million related to the
early buy-out of satellite sale-leaseback.
(3) Includes expenditures related to satellites amounting to $70.8 million,
$46.9 million, $124.5 million and $46.9 million, respectively.
15
<PAGE>
HUGHES ELECTRONICS CORPORATION
The following management's discussion and analysis should be read in
conjunction with the Hughes management's discussion and analysis included in the
Hughes Electronics Corporation Annual Report on Form 10-K for the year ended
December 31, 1999 and the Hughes Electronics Corporation Quarterly Report on
Form 10-Q for the quarter ended March 31, 2000, filed with the Securities and
Exchange Commission ("SEC") on March 10, 2000 and May 15, 2000, respectively,
and the Hughes Electronics Corporation Current Reports on Form 8-K, filed with
the SEC through the date of this report.
This Quarterly Report may contain certain statements that Hughes believes are,
or may be considered to be, "forward-looking statements," within the meaning of
various provisions of the Securities Act of 1933 and of the Securities Exchange
Act of 1934. These forward-looking statements generally can be identified by
use of statements that include phrases such as we "believe," "expect,"
"anticipate," "intend," "plan," "foresee" or other similar words or phrases.
Similarly, statements that describe our objectives, plans or goals also are
forward-looking statements. All of these forward-looking statements are subject
to certain risks and uncertainties that could cause Hughes' actual results to
differ materially from those contemplated by the relevant forward-looking
statement. The principal important risk factors which could cause actual
performance and future actions to differ materially from forward-looking
statements made herein include economic conditions, product demand and market
acceptance, government action, local political or economic developments in or
affecting countries where Hughes has operations, ability to obtain export
licenses, competition, ability to achieve cost reductions, technological risk,
limitations on access to distribution channels, the success and timeliness of
satellite launches, in-orbit performance of satellites, ability of customers to
obtain financing and Hughes' ability to access capital to maintain its financial
flexibility.
Additionally, the in-orbit satellites of Hughes and its 81% owned subsidiary,
PanAmSat Corporation ("PanAmSat"), are subject to the risk of failing
prematurely due to, among other things, mechanical failure, collision with
objects in space or an inability to maintain proper orbit. Satellites are
subject to the risk of launch delay and failure, destruction and damage while on
the ground or during launch and failure to become fully operational once
launched. Delays in the production or launch of a satellite or the complete or
partial loss of a satellite, in-orbit or during launch, could have a material
adverse impact on the operation of Hughes' businesses. With respect to both in-
orbit and launch problems, insurance carried by Hughes and PanAmSat generally
does not compensate for business interruption or loss of future revenues or
customers. Hughes has, in the past, experienced technical anomalies on some of
its satellites. Service interruptions caused by these anomalies, depending on
their severity, could result in claims by affected customers for termination of
their transponder agreements, cancellation of other service contracts or the
loss of other customers. Readers are urged to consider these factors carefully
in evaluating the forward-looking statements. The forward-looking statements
included in this Quarterly Report are made only as of the date of this Quarterly
Report and Hughes undertakes no obligation to publicly update these forward-
looking statements to reflect subsequent events or circumstances.
General
Business Overview
The continuing operations of Hughes are comprised of the following segments:
Direct-To-Home Broadcast, Satellite Services and Network Systems. The
discontinued operations of Hughes consist of its satellite systems manufacturing
businesses, which on January 13, 2000, Hughes agreed to sell to The Boeing
Company ("Boeing"). This transaction is discussed more fully below in
"Liquidity and Capital Resources - Acquisitions, Investments and Divestitures."
The Direct-To-Home Broadcast segment consists primarily of the United States
and Latin America DIRECTV businesses, which provide digital multi-channel
entertainment. The DIRECTV U.S. operations were significantly affected during
1999 by Hughes' acquisition of the direct broadcast satellite medium-power
business of PRIMESTAR in April 1999 and Hughes' acquisition of United States
Satellite Broadcasting Company, Inc. ("USSB"), a provider of premium
subscription programming services, in May 1999. Currently, DIRECTV is
continuing to offer the medium-power PRIMESTAR subscribers the opportunity to
transition to the high-power DIRECTV(R) service and plans to cease operating the
medium-power PRIMESTAR business, PRIMESTAR By DIRECTV, by the end of 2000. The
USSB acquisition provided DIRECTV with 25 channels of video programming,
including premium networks such as HBO(R), Showtime(R), Cinemax(R) and The Movie
Channel(R), which are now being offered to DIRECTV's subscribers. The results of
operations for PRIMESTAR and USSB have been included in Hughes' financial
information since their dates of acquisition. See Note 7 to the financial
statements and "Liquidity and Capital Resources - Acquisitions, Investments and
Divestitures," below, for further discussion of these transactions.
16
<PAGE>
HUGHES ELECTRONICS CORPORATION
In the fourth quarter of 1999, DIRECTV U.S. began providing local broadcast
network services and as of June 30, 2000 was providing those services to 27 U.S.
markets. DIRECTV U.S. expects to add an additional 8 markets by late September
2000, bringing the total markets receiving local channels to 35.
The Latin America DIRECTV businesses are comprised of Galaxy Latin America,
LLC ("GLA"), Hughes' 77.8% owned subsidiary that provides DIRECTV services to 27
countries in Latin America and the Caribbean Basin; SurFin Ltd. ("SurFin"), a
company 75% owned by Hughes, that provides financing of subscriber receiver
equipment to certain GLA operating companies; Grupo Galaxy Mexicana, S.R.L. de
C.V. ("GGM"), the exclusive distributor of DIRECTV in Mexico which was acquired
in February 1999; and Galaxy Brasil, Ltda. ("GLB"), the exclusive distributor of
DIRECTV in Brazil, which was acquired in July 1999. The results of operations
for SurFin, GGM, and GLB have been included in Hughes' financial information
since their dates of acquisition. See "Liquidity and Capital Resources -
Acquisitions, Investments and Divestitures," below, for further discussion of
these transactions.
Also included as part of the non-operating results of the Direct-To-Home
Broadcast segment is DIRECTV Japan, Hughes' affiliate that provides DIRECTV
services in Japan. On March 1, 2000, Hughes announced that DIRECTV Japan's
operations would be discontinued and that its subscribers would have the
opportunity to migrate during 2000 to SkyPerfecTV!, a company in Japan that
provides direct-to-home satellite broadcast services, which is expected to
complete an initial public offering during the second half of 2000. In
connection with the agreement, Hughes acquired an ownership interest in
SkyPerfecTV!. See Note 7 to the financial statements and "Liquidity and Capital
Resources - Acquisitions, Investments and Divestitures," below, for further
discussion.
The Satellite Services segment consists of PanAmSat, Hughes' 81% owned
subsidiary. PanAmSat provides satellite services to its customers primarily
through long-term operating lease contracts for the full or partial use of
satellite transponder capacity. During the first quarter of 2000, PanAmSat
announced the introduction of NET/36(TM), a high-speed, bandwidth-intensive
network that will deliver popular video, audio and data content with high
clarity to thousands of digital subscriber line providers, cable headends,
Internet service providers and broadband wireless providers worldwide. PanAmSat
plans to introduce the NET/36 service in the United States by the end of 2000.
The Network Systems segment consists of Hughes Network Systems ("HNS"), which
is engaged in manufacturing equipment used in satellite-based private business
networks, manufacturing DIRECTV(TM), DirecPC(TM) and DirecDuo(TM) receiver
equipment and providing business communications services. In April of 2000, HNS
announced plans to market a two-way broadband satellite service to consumers.
HNS will add two-way capabilities to its nationwide high-speed satellite
Internet service, DirecPC in the fourth quarter of 2000. Offering always-on
capability, the new two-way high-speed satellite service will allow consumers to
completely bypass the dial-up telephone network when accessing the Internet.
Two-way DirecPC will also be offered with a DirecDuo antenna system, allowing
consumers to receive both DirecPC and DIRECTV using the same antenna.
The Network Systems segment was affected in February 1999 by a notification
received by Hughes from the Department of Commerce that it intended to deny a
U.S. government export license that Hughes was required to obtain in connection
with its contract with Asia-Pacific Mobile Telecommunications Satellite Pte.
Ltd. ("APMT") for the provision of a satellite-based mobile telecommunications
system. As a result, APMT and Hughes terminated the contract on April 9, 1999,
resulting in a pre-tax charge to Hughes' earnings of $92.0 million in the first
quarter of 1999. Of the $92.0 million charge, $11.0 million was attributable
to the Network Systems segment and the remainder to Hughes Space and
Communications, which is included in discontinued operations. The charge
represented the write-off of receivables and inventory, with no alternative use,
related to the contract.
Satellite Fleet
During the first quarter of 2000, PanAmSat successfully launched and commenced
service of the Galaxy XR satellite for Alaska's General Communications, Inc.,
Disney and other customers. In April of 2000, PanAmSat commenced service of the
Galaxy XI satellite, which provides expansion and backup services for PanAmSat's
Galaxy(R) cable neighborhood customers, and successfully launched Galaxy IVR, a
replacement satellite for Galaxy IV. Also during the second quarter of 2000,
PanAmSat completed the planned retirement of the SBS 4 satellite. On July 28,
2000, PanAmSat successfully launched PAS-9, which will deliver premium
broadcast, Internet and data services throughout North and South America, the
Caribbean and Europe. These activities brought Hughes' total fleet of
satellites to 26, five owned by DIRECTV and 21 owned and operated by PanAmSat.
Both PanAmSat and DIRECTV expect to launch additional satellites during 2000 and
2001.
17
<PAGE>
HUGHES ELECTRONICS CORPORATION
Results of Operations
Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999
Revenues. Revenues for the second quarter of 2000 increased 39.6% to $1,837.0
million, compared with $1,316.1 million in the second quarter of 1999. The
Direct-To-Home Broadcast segment contributed to the overall change with an
increase in revenues of $382.0 million over the second quarter of 1999 that
resulted from an increased number of subscribers in the United States and Latin
America and added revenues from the PRIMESTAR By DIRECTV and premium channel
services. Also contributing to the overall increase in revenues was the Network
Systems segment, which shipped about 913,000 DIRECTV receiver systems during the
second quarter of 2000 compared to about 495,000 units shipped in the same
period last year. The Satellite Services segment also reported an increase in
revenues of $121.9 million primarily due to sales-type leases of satellite
transponders during the second quarter of 2000.
Operating Costs and Expenses. Operating costs and expenses grew to $1,882.0
million in 2000 from $1,345.0 million in 1999. Broadcast programming and other
costs increased by $208.4 million in the second quarter of 2000 from the same
period of 1999 due to increased costs for the new high-power DIRECTV
subscribers, costs associated with the PRIMESTAR By DIRECTV and premium channel
services and costs associated with the sales-type leases of satellite
transponders. Costs of products sold increased by $26.9 million in the second
quarter of 2000 from the second quarter of 1999 primarily due to the increased
sales of DIRECTV receiver systems. Selling, general and administrative expenses
increased by $230.3 million during the second quarter of 2000 compared to the
same period of 1999 due primarily to increased subscriber acquisition costs at
the Direct-To-Home Broadcast segment to support the increase in subscribers and
costs associated with the PRIMESTAR By DIRECTV business. Depreciation and
amortization increased by $71.4 million during the second quarter of 2000
compared to the second quarter of 1999 due primarily to acquisitions in 1999,
discussed more fully in "Liquidity and Capital Resources - Acquisitions,
Investments and Divestitures."
EBITDA increased 44.5% for the second quarter of 2000 to $179.6 million and
EBITDA margin was 9.8%, compared to EBITDA of $124.3 million and EBITDA margin
of 9.4% in the second quarter of 1999. The increase in EBITDA resulted
primarily from the increased revenues at the Satellite Services segment
partially offset by a decrease in EBITDA at the Hughes Network Systems segment
due to its increased expenditures for the development of the `AOL Plus Powered
by DirecPC' broadband product and lower revenues resulting from the
discontinuation of certain narrowband wireless product lines.
Operating Loss. The operating loss for the second quarter of 2000 was $45.0
million compared to an operating loss of $28.9 million in 1999. The increased
operating loss resulted from the higher depreciation and amortization, which
more than offset the improvement in EBITDA.
Interest Income and Expense. Interest income declined slightly to $4.3
million for the second quarter of 2000 compared to interest income of $4.6
million for the same period of 1999. Interest expense increased to $57.8
million for the second quarter of 2000 from $12.4 million for the second quarter
of 1999. The higher interest expense resulted from an increase in debt and
interest expense associated with liabilities for above-market programming
contracts assumed in the acquisitions of PRIMESTAR and USSB. The changes in
cash and cash equivalents and debt are discussed in more detail below under
"Liquidity and Capital Resources."
Other, Net. Other, net increased to an expense of $43.3 million for the
second quarter of 2000 from an expense of $34.1 million in the same period of
1999. The increased expense in 2000 resulted primarily from higher losses
recorded on equity method investments.
Income Taxes. Hughes recognized an income tax benefit of $54.8 million for
the 2000 second quarter, compared to $9.5 million in the 1999 second quarter.
The 2000 tax benefit reflects the higher pre-tax losses compared to 1999.
Loss From Continuing Operations. Hughes reported a loss from continuing
operations of $82.5 million for the 2000 second quarter, compared to $54.5
million for the same period of 1999.
Discontinued Operations. Revenues for the satellite systems manufacturing
businesses increased to $556.6 million for the second quarter of 2000 from
revenues of $551.1 million for the same period of 1999. Revenues, excluding
intercompany transactions, were $412.1 million for the second quarter of 2000
and $459.9 million for the same period of 1999. The decrease in revenues,
excluding intercompany transactions, was principally due to lower commercial
satellite sales on existing contracts with customers such as ICO Global
Communications and Thuraya Satellite Telecommunications Company.
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The satellite systems manufacturing businesses reported operating income of
$35.4 million for the second quarter of 2000 compared to an operating loss of
$112.3 million for the second quarter of 1999. Operating income, excluding
intercompany transactions, amounted to $21.3 million for the second quarter of
2000, compared to an operating loss of $76.2 million for 1999. The increase in
operating income for the second quarter of 2000 compared to the same period in
1999, excluding intercompany transactions, was due to a one-time charge of
$125.0 million in 1999 that resulted from increased development costs and
schedule delays on several new product lines. Operating income declined in 2000
compared to the same period of 1999, excluding the one-time charge, due to the
lower revenues, discussed above.
Income from discontinued operations, net of taxes was $13.4 million for the
second quarter of 2000 compared to a loss from discontinued operations of $43.1
million in the same period of 1999.
Direct-To-Home Broadcast Segment
Direct-To-Home Broadcast segment second quarter 2000 revenues increased 43.9%
to $1,252.2 million from $870.2 million in the second quarter of 1999. The
Direct-To-Home Broadcast segment had negative EBITDA of $14.0 million in the
second quarter of 2000 compared with negative EBITDA of $11.5 million in the
second quarter of 1999. The operating loss for the segment increased to $134.8
million in the second quarter of 2000 from an operating loss of $73.1 million in
the second quarter of 1999.
United States. The DIRECTV U.S. businesses were the biggest contributors to
the segment's revenue growth with revenues of $1,129 million for the second
quarter of 2000, a 45.1% increase over last year's second quarter revenues of
$778 million. The large increase in revenues resulted primarily from an
increased number of high-power DIRECTV subscribers and added revenues from the
PRIMESTAR By DIRECTV and premium channel services. As of June 30, 2000 the
DIRECTV U.S. businesses had approximately 8.7 million subscribers compared to
about 7.4 million at June 30, 1999. DIRECTV U.S. added 452,000 net new
subscribers to its high-power DIRECTV service, a 24.2% increase over the 364,000
net new subscribers added in the second quarter of 1999. In addition, 430,000
subscribers were transitioned from the PRIMESTAR By DIRECTV medium-power service
to the high-power service during the second quarter of 2000. Average monthly
revenue per subscriber for the high-power business was approximately $58 for
the second quarters of 2000 and 1999.
In the second quarter of 2000, the DIRECTV U.S. businesses reported EBITDA of
$26 million compared to EBITDA of $13 million in the second quarter of 1999.
The second quarter 2000 operating loss for DIRECTV U.S. was $67 million compared
with an operating loss of $39 million in the second quarter of 1999. The
increase in EBITDA resulted from higher margins from record subscriber growth
and contributions from the PRIMESTAR By DIRECTV medium-power and premium channel
services. The decrease in operating profit was principally due to increased
amortization of goodwill and intangibles that resulted from the PRIMESTAR and
USSB acquisitions.
Latin America. Revenues for the Latin America DIRECTV businesses increased
58.4% to $122 million in the second quarter of 2000 from $77 million in the
second quarter of 1999. The increase in revenues reflects an increase in
subscribers and the consolidation of GLB. Subscribers grew to 1,010,000 at the
end of the second quarter of 2000 compared to 601,000 at the end of the second
quarter of 1999. Latin America DIRECTV added 101,000 net new subscribers in the
second quarter of 2000, a 114.9% increase over the 47,000 net new subscribers
added in the same period last year. Average monthly revenue per subscriber
decreased to $34 in the second quarter of 2000 from $36 in the second quarter of
1999.
EBITDA was negative $40 million for the second quarter of 2000 compared to
negative EBITDA of $18 million in the second quarter of 1999. The change in
EBITDA resulted primarily from additional losses from the consolidation of GLB
and higher marketing costs associated with the record subscriber growth. The
Latin America DIRECTV businesses incurred an operating loss of $68 million in
the second quarter of 2000 compared to $27 million in the second quarter of
1999. The increased operating loss resulted from the decline in EBITDA and
higher depreciation of fixed assets and amortization of goodwill that resulted
from the GLB transaction.
Satellite Services Segment
Revenues for the Satellite Services segment in the second quarter of 2000
increased 60.8% to $322.3 million from $200.4 million in the same period in the
prior year. This increase was primarily due to revenues from sales-type lease
transactions executed during the second quarter of 2000. Total sales-type lease
revenues were $129.6 million for the second quarter of 2000 as compared to $6.0
million of sales-type lease revenues for the same period in the prior year.
Revenues from operating leases of transponders, satellite services and other
were 59.8% of total revenues for the second quarter of 2000 and decreased by
0.9% to $192.7 million from $194.4 million for the same period in the prior
year.
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HUGHES ELECTRONICS CORPORATION
EBITDA was $221.4 million for the second quarter of 2000, a 46.7% increase
over the second quarter 1999 EBITDA of $150.9 million. The increase in EBITDA
was due to the increase in revenues discussed above. EBITDA margin in the
second quarter of 2000 was 68.7% compared to 75.3% in the same period in 1999.
This decline was due to lower margins associated with sales-type lease
transactions, direct costs of operating new satellites placed into service and
increased selling, general and administrative expenses. Excluding these sales-
type lease transactions, EBITDA for the second quarter of 2000 was $138 million
or 70% of corresponding revenues. Operating profit was $139.8 million for the
second quarter of 2000, an increase of $57.4 million over the second quarter of
1999. The increase in operating profit resulted from the increase in EBITDA
partially offset by higher depreciation expense related to satellites placed
into service since the second quarter of 1999.
Network Systems Segment
The Network Systems segment grew second quarter 2000 revenues by 9.0% to
$371.8 million, versus $341.1 million in the second quarter of 1999. The higher
revenues resulted from greater shipments of DIRECTV receiver equipment.
Shipments of DIRECTV receiver equipment totaled 913,000 units in the second
quarter of 2000, compared to 495,000 units in the same period last year. This
increase was partially offset by lower revenues due to the discontinuation of
certain narrowband wireless product lines.
The Network Systems segment reported EBITDA of $0.8 million for the second
quarter of 2000, compared to EBITDA of $29.5 million in the second quarter of
1999. The Network Systems segment had an operating loss of $17.1 million in the
second quarter of 2000, compared to an operating profit of $9.7 million in the
second quarter of 1999. The decrease in EBITDA and operating profit resulted
primarily from increased expenditures for the development of the `AOL Plus
Powered by DirecPC' broadband product and lower revenues due to the
discontinuation of certain narrowband wireless product lines.
Eliminations and Other
The elimination of revenues increased to $109.3 million in the second quarter
of 2000 from $95.6 million in the second quarter of 1999 due primarily to
increased purchases of receiver equipment from the Network Systems segment by
DIRECTV for the conversion of the PRIMESTAR By DIRECTV medium-power subscribers
to the high-power service.
Operating losses for "eliminations and other" decreased to $32.9 million in
the second quarter of 2000 from $47.9 million for the second quarter of 1999
primarily due to lower margins on intercompany sales.
Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999
Revenues. Revenues for the six months ended June 30, 2000 increased 58.4% to
$3,540.1 million compared with $2,234.5 million for the six months ended June
30, 1999. The Direct-To-Home Broadcast segment contributed to the overall
change with an increase in revenues of $999.2 million over the first six months
of 1999 that resulted from an increased number of subscribers, including the
addition of about 1,063,000 new subscribers in the United States and Latin
America since December 31, 1999 and added revenues from the PRIMESTAR By DIRECTV
and premium channel services. Also contributing to the overall increase in
revenues was the Network Systems segment, which shipped about 1,893,000 DIRECTV
receiver systems during the first six months of 2000 compared to about 685,000
units shipped in the same period last year. The Satellite Services segment also
reported an increase in revenues of $227.5 million due primarily to revenues
from outright sales and sales-type lease transactions executed during the first
six months of 2000.
Operating Costs and Expenses. Operating costs and expenses grew to $3,642.6
million in 2000 from $2,270.5 million in 1999. Broadcast programming and other
costs increased by $576.5 million in the first six months of 2000 from the same
period in 1999 due to increased costs for the new high-power DIRECTV
subscribers, costs associated with the PRIMESTAR By DIRECTV and premium channel
services and costs associated with new outright sales and sales-type leases of
satellite transponders at the Satellite Services segment. Costs of products
sold increased by $74.8 million for the first six months of 2000 from the first
six months of 1999 mainly due to increased sales of DIRECTV receiver systems.
Selling, general and administrative expenses increased by $557.3 million during
the first six months of 2000 compared to the same period of 1999 due primarily
to increased subscriber acquisition costs at the Direct-To-Home Broadcast
segment to support the increase in subscribers and costs associated with the
PRIMESTAR By DIRECTV business. Depreciation and amortization increased by
$163.5 million during the first six months of 2000 compared to the first six
months of 1999 primarily due to acquisitions in 1999, discussed more fully in
"Liquidity and Capital Resources - Acquisitions, Investments and Divestitures."
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HUGHES ELECTRONICS CORPORATION
EBITDA increased 41.2% for the six months ended June 30, 2000 to $332.3
million and EBITDA margin was 9.4%, compared to EBITDA of $235.3 million and
EBITDA margin of 10.5% in the same period of 1999. The increase in EBITDA was
primarily attributable to the outright sales and sales-type leases at the
Satellite Service segment. The lower EBITDA margin was mainly attributable to
the increased marketing costs associated with the record subscriber growth at
the Direct-To-Home Broadcast segment in the United States and Latin America, and
the lower margins associated with the Satellite Service segment's outright sales
and sales-type leases.
Operating Loss. The operating loss for the first six months of 2000 was
$102.5 million compared to an operating loss of $36.0 million in 1999. The
increased operating loss resulted from the higher depreciation and amortization,
which more than offset the improvement in EBITDA.
Interest Income and Expense. Interest income declined to $8.2 million for the
first six months of 2000 compared to interest income of $18.2 million for the
same period of 1999 due to a decrease in cash and cash equivalents. Interest
expense increased to $102.7 million for the first six months of 2000 from $19.3
million for the first six months of 1999. The higher interest expense resulted
from an increase in debt and interest expense associated with liabilities for
above-market programming contracts assumed in the acquisitions of PRIMESTAR and
USSB. The changes in cash and cash equivalents and debt are discussed in more
detail below under "Liquidity and Capital Resources."
Other, Net. Other, net increased to an expense of $282.5 million for the
first six months of 2000 from an expense of $64.7 million in the same period of
1999. The increased expense in 2000 resulted from the SkyPerfecTV! transaction,
discussed more fully in note 7 to the financial statements and below in
"Liquidity and Capital Resources - Acquisitions, Investments and Divestitures,"
and higher equity losses recorded for DIRECTV Japan that resulted from Hughes'
increased investment during the third quarter of 1999. The total loss related
to DIRECTV Japan for the first six months of 2000, which includes the effects of
the SkyPerfecTV! transaction and Hughes' share of DIRECTV Japan's operating
losses, was about $255 million.
Income Taxes. Hughes recognized a tax benefit of $276.6 million for the first
six months of 2000, compared to $22.9 million in the first six months of 1999.
The 2000 tax benefit reflects the tax benefit associated with the write-off of
Hughes' historical investment in DIRECTV Japan and the higher pre-tax losses
compared to 1999.
Loss from Continuing Operations. Hughes reported a loss from continuing
operations of $190.8 million for the six months ended June 30, 2000, compared to
$65.6 million for the same period of 1999.
Discontinued Operations. Revenues for the satellite systems manufacturing
businesses decreased to $1,071.6 million for the first six months of 2000 from
revenues of $1,178.9 million for the same period of 1999. Revenues, excluding
intercompany transactions, were $801.2 million for the first six months of 2000
and $993.3 million for the same period of 1999. The decrease in revenues was
principally due to lower commercial satellite sales on existing contracts with
customers such as ICO Global Communications and Thuraya Satellite
Telecommunications Company.
The satellite systems manufacturing businesses reported operating income of
$78.9 million for the first six months of 2000 compared to operating income of
$42.6 million for the first six months of 1999. Operating income, excluding
intercompany transactions, amounted to $63.5 million for the first six months of
2000, compared to operating income of $57.2 million for 1999. The 1999 results
included a one-time pre-tax charge of $178.0 million before intercompany
transactions and $125.0 million after intercompany transactions, that resulted
from increased development costs and schedule delays on several new product
lines, partially offset by a $154.6 million pre-tax gain related to the
settlement of a patent infringement case.
Income from discontinued operations, net of taxes, was $39.8 million for the
first six months of 2000, compared to $41.0 million in the same period of 1999.
Direct-To-Home Broadcast Segment
Direct-To-Home Broadcast segment revenues for the first six months of 2000
increased 70.0% to $2,426.0 million from $1,426.8 million for the first six
months of 1999. The Direct-To-Home Broadcast segment had negative EBITDA of
$23.2 million in the first six months of 2000 compared with negative EBITDA of
$9.1 million in the first six months of 1999. The operating loss for the
segment increased to $260.8 million in the first six months of 2000 from an
operating loss of $98.0 million in the first six months of 1999.
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HUGHES ELECTRONICS CORPORATION
United States. The DIRECTV U.S. businesses were the biggest contributors to
the segment's revenue growth with revenues of $2,188 million for the first six
months of 2000, a 74.8% increase over last year's revenues for the first six
months of 1999 of $1,252 million. The large increase in revenues resulted
primarily from an increased number of high-power DIRECTV subscribers and added
revenues from the PRIMESTAR By DIRECTV and premium channel services. As of June
30, 2000 the DIRECTV U.S. businesses had approximately 8.7 million subscribers
compared to about 7.4 million at June 30, 1999. DIRECTV U.S. added 857,000 net
new subscribers to its high-power DIRECTV service in the first six months of
2000, a 28.3% increase over the 668,000 net new subscribers added in the first
six months of 1999. In addition, 705,000 subscribers were transitioned from the
PRIMESTAR By DIRECTV medium-power service to the high-power service during the
first six months of 2000. Average monthly revenue per subscriber for the high-
power business was $58 for the six months ended June 30, 2000 and $47 for the
same period in the prior year. The increase in the average monthly revenue per
subscriber resulted primarily from premium channel services.
For the first six months of 2000, the DIRECTV U.S. businesses reported EBITDA
of $57 million compared to EBITDA of $37 million for the first six months of
1999. The operating loss for the first six months of 2000 for DIRECTV U.S. was
$133 million compared with $34 million for the same period in 1999. The increase
in EBITDA resulted from higher margins from record subscriber growth and
contributions from the PRIMESTAR By DIRECTV medium-power and premium channel
services. The increase in operating loss was principally due to increased
amortization of goodwill and intangibles that resulted from the PRIMESTAR and
USSB acquisitions.
Latin America. Revenues for the Latin America DIRECTV businesses increased
71.0% to $236 million in the first half of 2000 from $138 million in the first
half of 1999. The increase in revenues reflects an increase in subscribers and
the consolidation of the GGM and GLB businesses. Subscribers grew to 1,010,000
at June 30, 2000 compared to 601,000 at June 30, 1999. Latin America DIRECTV
added 206,000 net new subscribers in the first six months of 2000, a 76.1%
increase over the 117,000 net new subscribers added in the first six months of
1999. Average monthly revenue per subscriber decreased to $34 in the first six
months of 2000 from $36 in the first six months of 1999.
EBITDA was a negative $78 million for the first six months of 2000 compared to
negative EDITDA of $40 million for the first six months of 1999. The change in
EBITDA resulted primarily from additional losses from the consolidation of GGM
and GLB and higher marketing costs associated with the record subscriber growth.
The Latin America DIRECTV businesses incurred an operating loss of $127 million
in the first six months of 2000 compared to $57 million in the first six months
of 1999. The increased operating loss resulted from the decline in EBITDA and
higher depreciation of fixed assets and amortization of goodwill that resulted
from the GGM and GLB transactions.
Satellite Services Segment
Revenues for the Satellite Services segment in the first half of 2000
increased 57.8% to $621.4 million from $393.9 million in the same period in the
prior year. This increase was primarily due to revenues associated with
outright sales and sales-type lease transactions executed during the first six
months of 2000. Revenues associated with outright sales and sales-type leases
of transponders were $228.7 million for the first six months of 2000 as compared
to $12.1 million for the same period in the prior year. Revenues from operating
leases of transponders, satellite services and other were 63.2% of total
revenues for the first six months of 2000 and increased by 2.9% to $392.7
million from $381.8 million for the same period in the prior year.
EBITDA was $422.4 million for the first half of 2000, a 42.3% increase over
the first half of 1999 EBITDA of $296.9 million. The increase in EBITDA was due
to the increase in revenues discussed above. EBITDA margin for the first six
months of 2000 was 68.0% compared to 75.4% in the same period in 1999. The
decline in EBITDA margin was due to lower margins associated with the outright
sales and sales-type lease transactions executed during the first six months of
2000. Excluding these outright sales and sales-type lease transactions, EBITDA
for the first six months of 2000 was $291 million or 72% of corresponding
revenues. Operating profit was $267.1 million for the first half of 2000, an
increase of $106.4 million over the first half of 1999. The increase in
operating profit resulted from the increase in EBITDA partially offset by higher
depreciation expense related to additional satellites placed into service since
the second quarter of 1999.
Network Systems Segment
The Network Systems segment grew revenues for the first half of 2000 by 28.7%
to $736.3 million, versus $572.0 million in the first half of 1999. The higher
revenues resulted from greater shipments of DIRECTV receiver equipment.
Shipments of DIRECTV receiver equipment totaled 1,893,000 units for the first
six months of 2000, compared to 685,000 units in the same period last year.
This increase in revenues was partially offset by lower revenues due to the
discontinuation of certain narrowband wireless product lines.
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HUGHES ELECTRONICS CORPORATION
The Network Systems segment reported EBITDA of $17.6 million for the first six
months of 2000, compared to EBITDA of $30.7 million for the first six months of
1999. The Network Systems segment had an operating loss of $17.0 million in the
first half of 2000, compared to an operating loss of $8.2 million in the first
half of 1999. The decrease in EBITDA and operating profit resulted primarily
from increased expenditures for the development of the `AOL Plus Powered by
DirecPC' broadband product and lower revenues due to the discontinuation of
certain narrowband wireless product lines, partially offset by the 1999 $11.0
million charge related to the termination of the APMT contract.
Eliminations and Other
The elimination of revenues increased to $243.6 million in the first six
months of 2000 from $158.2 million in the first six months of 1999 due primarily
to increased purchases of receiver equipment from the Network Systems segment by
DIRECTV for the conversion of the PRIMESTAR By DIRECTV medium-power subscribers
to the high-power service.
Operating losses from "eliminations and other" increased to $91.8 million in
the first six months of 2000 from $90.5 million in the first six months of 1999
primarily due to higher corporate expenditures offset by lower margins on
intercompany sales.
Liquidity and Capital Resources
Cash and cash equivalents were $277.6 million at June 30, 2000 compared to
$238.2 million at December 31, 1999.
Cash provided by operating activities was $147.3 million for the first six
months of 2000, compared to $80.9 million for the first six months of 1999. The
increase in 2000 resulted from higher EBITDA, primarily attributable to higher
outright sales and sales-type leases, partially offset by changes in working
capital and other long-term assets.
Cash used in investing activities was $798.0 million in the six months ended
June 30, 2000, and $2,427.3 million for the same period in 1999. The higher
investing activities in 1999 resulted from increased investments in companies,
net of cash acquired, which included the acquisitions of PRIMESTAR, USSB and the
Tempo Satellite assets.
Cash provided by financing activities was $627.0 million in the first six
months of 2000, compared to $2,008.1 million in the first six months of 1999.
The decrease is primarily due to the 1999 net proceeds from the issuance of
preferred stock related to the AOL investment in Hughes.
Cash provided by discontinued operations was $63.1 million in the first six
months of 2000, compared to cash used in discontinued operations of $145.0
million in the first six months of 1999. The change in 2000 from 1999 resulted
primarily from decreased cash requirements for working capital.
Liquidity Measurement. As a measure of liquidity, the current ratio (ratio of
current assets to current liabilities) at June 30, 2000 and December 31, 1999
was 1.31 and 1.46, respectively. Working capital decreased by $186.2 million to
$1,029.7 million at June 30, 2000 from $1,215.9 million at December 31, 1999.
Common Stock Dividend Policy and Use of Cash. Since the completion of the
recapitalization of Hughes in late 1997, the GM Board has not paid, and does not
currently intend to pay in the foreseeable future, cash dividends on its GM
Class H common stock. Similarly, since such time, Hughes has not paid dividends
on its common stock to GM and does not currently intend to do so in the
foreseeable future. Future Hughes earnings, if any, are expected to be retained
for the development of the businesses of Hughes. Hughes expects to have
significant cash requirements in the remainder of 2000 primarily due to capital
expenditures of approximately $1.25 billion for satellites and property and
planned increases in subscriber acquisition costs for the Direct-To-Home
businesses. In addition, Hughes expects to increase its investment in
affiliated companies, primarily related to its international DIRECTV businesses.
These cash requirements are expected to be funded from a combination of cash
provided from operations, cash to be received upon completion of the Boeing
transaction, amounts available under credit facilities and debt and equity
offerings, as needed.
Debt and Credit Facilities. Short-Term Borrowings. In October 1999, Hughes
issued $500.0 million ($499.6 million net of unamortized discount at June 30,
2000) of floating rate notes to a group of institutional investors in a private
placement. The notes bear interest at a variable rate which was 7.29% at June
30, 2000. Interest is payable quarterly and the notes are due and payable on
October 23, 2000.
Notes Payable. PanAmSat issued five, seven, ten and thirty-year notes
totaling $750.0 million in January 1998. The outstanding principal balances and
interest rates for the five-, seven-, ten- and thirty-year notes as of June 30,
2000 were $200 million at 6.00%, $275 million at 6.13%, $150 million at 6.38%
and $125 million at 6.88%, respectively. Principal on the notes is payable at
maturity, while interest is payable semi-annually.
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HUGHES ELECTRONICS CORPORATION
In July 1999, in connection with the early buy-out of satellite sale-
leasebacks, PanAmSat assumed $124.1 million of variable rate notes, of which
$79.8 million was outstanding at June 30, 2000. The interest rate on the notes
was 6.88% at June 30, 2000. The notes mature on various dates through January
2, 2002.
Revolving Credit Facilities. Hughes has three unsecured revolving credit
facilities totaling $1.6 billion, consisting of a $750.0 million multi-year
facility, a $350.0 million 364-day facility, and a $500.0 million bridge
facility. Borrowings under the facilities bear interest at various rates, based
on a spread to the then-prevailing London Interbank Offer Rate. The multi-year
credit facility provides for a commitment of $750.0 million through December 5,
2002. The 364-day facility provides for a commitment of $350.0 million through
November 22, 2000. The bridge facility provides for a commitment of $500.0
million through the earlier of November 22, 2000 or the receipt of proceeds from
the issuance of any debt securities of Hughes in a public offering. These
facilities also provide backup capacity for Hughes' $1.1 billion commercial
paper program. Commercial paper outstanding under the program bears interest at
various rates, based on a spread to the then-prevailing market rate. $550.0
million was outstanding under the multi-year facility as of June 30, 2000, with
borrowings bearing interest rates ranging from 7.62% to 7.69%. $150.0 million
was outstanding under the 364-day facility as of June 30, 2000, bearing an
interest rate of 7.71%. $367.9 million was outstanding under the commercial
paper program, with borrowings bearing interest rates ranging from 7.10% to
7.35%. No amounts were outstanding under the bridge facility at June 30, 2000.
PanAmSat maintains a $500.0 million multi-year revolving credit facility that
provides for short-term and long-term borrowings and a $500.0 million commercial
paper program that provides for short-term borrowings. The multi-year revolving
credit facility provides for a commitment through December 24, 2002. Borrowings
under the credit facility and commercial paper program are limited to $500.0
million in the aggregate. No amounts were outstanding under either the multi-
year revolving credit facility or the commercial paper program at June 30, 2000.
At June 30, 2000, Hughes' 75% owned subsidiary, SurFin, had a total of $331.0
million outstanding under a $400.0 million unsecured revolving credit facility
expiring in June 2002. The weighted average interest rate on these borrowings
was 7.54% at June 30, 2000.
Other. At June 30, 2000, GLB had a total of $19.6 million outstanding under
variable rate notes. The weighted average interest rate of the notes was 11.40%
at June 30, 2000. Principal is payable in varying amounts at maturity in April
and May 2002, with interest payable monthly.
Other long-term debt outstanding at June 30, 2000 included $19.4 million of
notes bearing fixed rates of interest of 9.61% to 12.75%. Principal on the
notes is payable in varying amounts at maturity through April 2007, with
interest payable quarterly.
Hughes has filed a shelf registration statement with the Securities and
Exchange Commission with respect to an issuance of up to $2.0 billion of debt
securities from time to time. No amounts have been issued as of June 30, 2000.
Acquisitions, Investments and Divestitures. Acquisitions and Investments. On
July 28, 1999, GLA acquired GLB, the exclusive distributor of DIRECTV services
in Brazil, from Tevecap S.A. for approximately $114.0 million plus the
assumption of debt. In connection with the transaction, Tevecap also sold its
10% equity interest in GLA to Hughes and The Cisneros Group of Companies, the
remaining GLA partners, which increased Hughes' ownership interest in GLA to
77.8%. As part of the transaction, Hughes also increased its ownership interest
in SurFin from 59.1% to 75%. The total consideration paid in the transactions
amounted to approximately $101.1 million.
On May 20, 1999, Hughes acquired by merger all of the outstanding capital
stock of USSB, a provider of premium subscription television programming via
the digital broadcasting system that it shared with DIRECTV. The total
consideration of approximately $1.6 billion paid in July 1999, consisted of
approximately $0.4 billion in cash and 67.8 million shares of GM Class H common
stock.
On April 28, 1999, Hughes completed the acquisition of PRIMESTAR's 2.3 million
subscriber medium-power direct-to-home satellite business. The purchase price
consisted of $1.1 billion in cash and 14.7 million shares of GM Class H common
stock, for a total purchase price of $1.3 billion. As part of the agreement to
acquire PRIMESTAR, Hughes agreed to purchase the high-power satellite assets,
which consisted of an in-orbit satellite and a satellite which has not yet been
launched, and related orbital frequencies of Tempo Satellite Inc., a wholly
owned subsidiary of TCI Satellite Entertainment Inc. The purchase price for the
Tempo Satellite assets consisted of $500 million in cash, $150 million paid on
March 10, 1999 and the remaining $350 million paid on June 4, 1999.
In February 1999, Hughes acquired an additional ownership interest in GGM, a
Latin America local operating company which is the exclusive distributor of
DIRECTV in Mexico, from Grupo MVS, S.R.L. de C.V. Hughes' equity ownership
represents 49.0% of the voting equity and all of the non-voting equity of GGM.
In October 1998, Hughes acquired from Grupo MVS an additional 10.0% interest in
GLA, increasing Hughes' ownership interest to 70.0%. Hughes also acquired an
additional 19.8% interest in SurFin, a company providing financing of subscriber
receiver equipment for certain local operating companies located in Latin
America and Mexico, increasing Hughes' ownership percentage from 39.3% to 59.1%.
The aggregate purchase price for these transactions was $197.0 million in cash.
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HUGHES ELECTRONICS CORPORATION
The financial information included herein reflects the acquisitions discussed
above from their respective dates of acquisition. The acquisitions were
accounted for by the purchase method of accounting and, accordingly, the
purchase price has been allocated to the assets acquired and the liabilities
assumed based on the estimated fair values at the date of acquisition. The
excess of the purchase price over the estimated fair values of the net assets
acquired has been recorded as goodwill.
Divestitures. On March 1, 2000, Hughes announced that the operations of
DIRECTV Japan would be discontinued and that its subscribers would have the
opportunity to migrate during 2000 to SkyPerfecTV!. In connection with the
agreement, Hughes acquired an approximate 6.6% interest in SkyPerfecTV!. As a
result of the transaction, in the first quarter of 2000 Hughes wrote off its
investment and accrued for the estimated costs to exit the DIRECTV Japan
business. The principal components of the accrued exit costs include estimated
subscriber migration and termination costs and costs to terminate certain
leases, programming agreements and other long-term contractual commitments.
These one-time charges were offset by the estimated fair value of the
SkyPerfecTV! interest acquired. The fair value of the SkyPerfecTV! interest
recorded was estimated based upon an independent appraisal. The total loss
related to DIRECTV Japan for the second quarter of 2000 and the six months ended
June 30, 2000, including Hughes' share of DIRECTV Japan's operating losses, was
approximately $25 million and $255 million, respectively, and was recorded in
"other, net." The after-tax impact for the same periods was approximately $18
million and $67 million, respectively. Hughes will continue to record its share
of DIRECTV Japan's operating losses during the remainder of 2000.
On January 13, 2000, Hughes announced that it had reached an agreement to sell
its satellite systems manufacturing businesses to Boeing for $3.75 billion in
cash. The transaction, which is subject to regulatory approval, is expected to
close in the second half of 2000 and result in an after-tax gain in excess of $1
billion. The financial results for the satellite systems manufacturing
businesses are treated as discontinued operations for all periods presented
herein.
Security Ratings
On January 14, 2000, subsequent to the announced sale of Hughes' satellite
systems manufacturing businesses to Boeing, Standard and Poor's Rating Services
("S&P") and Moody's Investors Service ("Moody's") each affirmed its respective
debt ratings for Hughes. S&P maintained its BBB - minus credit rating, which
indicates the issuer has adequate capacity to pay interest and repay principal.
S&P maintained the short-term corporate credit and commercial paper ratings at
A-3. S&P revised its outlook to positive from negative.
Moody's confirmed Hughes' Baa2 long-term credit and P-2 commercial paper
ratings. While the outlook remains negative, Moody's ended its review for
possible downgrade. The Baa2 rating for senior debt indicates adequate
likelihood of interest and principal payment and principal security. The P-2
commercial paper rating is the second highest rating available and indicates
that the issuer has a strong ability for repayment relative to other issuers.
Debt ratings by the various rating agencies reflect each agency's opinion of
the ability of issuers to repay debt obligations as they come due. Lower
ratings generally result in higher borrowing costs. A security rating is not a
recommendation to buy, sell, or hold securities and may be subject to revision
or withdrawal at any time by the assigning rating organization. Each rating
should be evaluated independently of any other rating.
25
<PAGE>
HUGHES ELECTRONICS CORPORATION
PART II
ITEM 1. LEGAL PROCEEDINGS
Summarized below, for the quarter ended June 30, 2000 and through the date of
this filing, are changes in material pending legal proceedings involving Hughes.
For further information, refer to the Hughes Electronics Corporation Annual
Report on Form 10-K for the year ended December 31, 1999, filed with the
Securities and Exchange Commission on March 10, 2000, and Current Reports on
Form 8-K, filed with the Securities and Exchange Commission through the date of
this report. Also, for further information, refer to Note 10 to the financial
statements included in this filing.
***
With respect to the previously reported action against DIRECTV filed by
General Electric Capital Corporation ("GECC"), a trial commenced on June 12,
2000 with GECC presenting evidence to the jury for damages of $157 million.
DIRECTV sought damages from GECC of $45 million. On July 21, 2000, the jury
returned a verdict in favor of GECC and awarded contract damages in the amount
of $133 million. GECC may also seek attorneys' fees and penalty interest under
Connecticut statute. Hughes and DIRECTV will appeal the jury verdict. As a
result, Hughes and DIRECTV believe that it is reasonably possible that the jury
verdict will be overturned and a new trial granted.
***
Hughes Communications Galaxy, Inc. ("HCGI") filed a lawsuit on March 22, 1991
against the U.S. Government based upon National Aeronautics and Space
Administration's breach of contract to launch ten satellites on the Space
Shuttle. The U.S. Court of Federal Claims granted HCGI's Motion for Summary
Judgment on the issue of liability on November 30, 1995. A trial was held on
May 1, 1998 on the issue of damages. On June 30, 2000, a final judgment was
entered in favor of HCGI in the amount of $103 million. Both Hughes and the
U.S. Government have the ability to appeal the final judgment. On July 13,
2000, HCGI filed a notice to appeal the judgment with the U.S. Court of Appeals
for the Federal Circuit. HCGI is appealing for a greater amount than was
awarded.
***
Hughes is subject to the requirements of federal, state, local and foreign
environmental and occupational safety and health laws and regulations. These
include laws regulating air emissions, water discharge and waste management.
Hughes has an environmental management structure designed to facilitate and
support its compliance with these requirements. Hughes cannot provide
assurance, however, that Hughes is at all times in complete compliance with all
such requirements. Although Hughes has made and will continue to make capital
and other expenditures to comply with environmental requirements, Hughes does
not expect capital or other expenditures for environmental compliance to be
material in 2000 and 2001. Environmental requirements are complex, change
frequently and have become more stringent over time. Accordingly, Hughes cannot
provide assurance that these requirements will not change or become more
stringent in the future in a manner that could have a material adverse effect on
Hughes' business.
Hughes is also subject to environmental laws requiring the investigation and
cleanup of environmental contamination at facilities it formerly owned or
operated or currently owns or operates or to which it sent hazardous wastes for
treatment or disposal. Hughes is aware of contamination at certain of its
sites. In addition, Hughes has been named as a potentially responsible party at
several Superfund sites. Although Hughes believes its reserve is adequate to
cover environmental investigation and cleanup, Hughes cannot provide assurance
that Hughes' environmental cleanup costs and liabilities will not exceed the
current amount of its reserve.
***
26
<PAGE>
HUGHES ELECTRONICS CORPORATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Exhibit Name Page No.
-------------- ---------------------------------------- --------
<S> <C> <C>
27 Financial Data Schedule (for SEC information only) (Unaudited) N/A
</TABLE>
(b) REPORTS ON FORM 8-K.
Five reports on Form 8-K, dated April 12, 2000, April 27, 2000, May 2,
2000, May 5, 2000 and May 9, 2000 were filed during the quarter ended June 30,
2000 reporting matters under Item 5, Other Events.
* * * * * *
SIGNATURE
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.
HUGHES ELECTRONICS CORPORATION
------------------------------
(Registrant)
By
Date August 14, 2000 /s/Roxanne S. Austin
-------------------- -----------------------------------------------
(Roxanne S. Austin, Chief Financial Officer)
27
