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FOR IMMEDIATE RELEASE
Hughes Communications, Inc. Announces Fourth Quarter and
Full Year 2006 Results
Hughes Network Systems, LLC Full Year 2006 Revenues Increase 6% over
Full Year 2005 to $858 million;
EBITDA Increases 24% to $108 million, Adjusted EBITDA Increases 9% to $126 million;
Cash from Operations Doubles to $92 million
Germantown, Md., March 26, 2007—Hughes Communications, Inc. (NASDAQ: HUGH) (“Hughes”), the global leader in broadband satellite network solutions and services, today announced financial results for the fourth quarter and year ended December 31, 2006. Hughes’ consolidated operations are classified into three reportable segments: VSAT; Telecom Systems; and Other. The VSAT and Telecom Systems segments represent all the operations of Hughes Network Systems, LLC (“HNS”), Hughes’ principal operating subsidiary. The Other segment includes the financial results of Hughes Corporate, Electronic System Products, Inc., and investments in the other companies that were contributed from SkyTerra Communications, Inc. (“SkyTerra”), Hughes’ predecessor, prior to the separation of SkyTerra and Hughes in February 2006.
Hughes Network Systems, LLC (HNS)
“HNS had strong financial performance in 2006,” said Pradman Kaul, president and chief executive officer. “Revenues increased by 6% over 2005 to $858 million and our profitability in 2006 was also very strong. Operating Income for the year was $58 million, a growth of 27% over 2005; EBITDA increased by 24% to $108 million in 2006 over 2005, and Adjusted EBITDA grew by 9% to $126 million in the same period. We generated $92 million of cash from operations in 2006, which is more than double what we generated in 2005. The major contributors to revenue growth were our consumer/SMB and mobile satellite businesses. Consumer/SMB subscribers grew 19% from 274,400 at the end of 2005 to 327,500 at the end of 2006. Revenue in the consumer/SMB business also grew by 18% over FY 2005 to $292 million. Revenue from our mobile satellite business grew 47% in 2006 over 2005, primarily through revenue from Thuraya, Terrestar and ICO. Our North American and International enterprise businesses continued to be a steady revenue base contributing over half of HNS’ total revenue in 2006, with significant orders from Exxon Mobil, Walgreens, Saudi MOFA, Enlaces Integra, Rite Aid, GTECH, Federal Express, Telmex, Galaxy Broadband, Murphy Oil, Jack in the Box, Sonic, Real Time, Yum Brands, and others. Overall, we are pleased that we have delivered on our business plan both financially and strategically in 2006.”
“These impressive full-year results were a result of sustained quarterly performance, including a strong fourth quarter,” continued Kaul. “We grew fourth quarter 2006 revenue by 7% and EBITDA by 13% over the fourth quarter of 2005. Adjusted EBITDA for fourth quarter 2006 grew 11% over the same period in 2005. The growth engines in the fourth quarter were once again the consumer/SMB and mobile satellite businesses; the consumer/SMB revenue grew by 19% in the fourth quarter of 2006 over the fourth quarter of 2005, and the mobile satellite revenue more than doubled in the fourth quarter of 2006 over the fourth quarter of 2005.”
Set forth below is a table highlighting certain of HNS’ results for the three months and twelve months ended December 31, 2006 and December 31, 2005.
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| | | | | | | | | | | | |
Hughes Network Systems, LLC |
| | Three Months Ended December 31, | | Twelve Months Ended December 31, |
(Dollars in thousands) | | 2006 | | 2005 | | 2006 | | 2005 |
Revenue | | | | | | | | | | | | |
VSAT | | $ | 215,465 | | $ | 212,398 | | $ | 767,237 | | $ | 738,320 |
Telecom Systems | | | 27,850 | | | 15,733 | | | 90,988 | | | 68,589 |
Total | | $ | 243,315 | | $ | 228,131 | | $ | 858,225 | | $ | 806,909 |
| | | | |
Operating income | | | | | | | | | | | | |
VSAT | | $ | 19,609 | | $ | 27,607 | | $ | 38,803 | | $ | 33,289 |
Telecom Systems | | | 5,342 | | | 2,580 | | | 18,871 | | | 12,240 |
Total | | $ | 24,951 | | $ | 30,187 | | $ | 57,674 | | $ | 45,529 |
| | | | |
Net income | | $ | 11,194 | | $ | 21,943 | | $ | 19,102 | | $ | 24,048 |
| | | | |
EBITDA | | $ | 44,700 | | $ | 39,533 | | $ | 108,003 | | $ | 87,324 |
| | | | |
Adjusted EBITDA | | $ | 45,455 | | $ | 41,040 | | $ | 125,619 | | $ | 114,763 |
a) | For the definitions of EBITDA and Adjusted EBITDA, see “Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures” below. |
Commenting on the financial performance, Grant Barber, executive vice president and chief financial officer said, “As you can see from the table above, our revenue, EBITDA, and Adjusted EBITDA have shown steady improvement in the year ended December 2006 over the same period in 2005. Our ongoing focus on working capital management resulted in a net generation of $92 million of cash from operations in the year ended December 2006, a significant improvement over year ended December 2005. HNS ended full-year 2006 with a strong balance sheet including $203 million of cash and marketable securities for HNS. The consolidated cash and marketable securities balance for Hughes as of the year ended December 31, 2006 was $214 million. I am also pleased to report that in February 2007, we closed a $115 million senior unsecured credit facility with a syndicate of banks, further improving our liquidity.”
Selected Highlights
| • | | Mobile Satellite Ventures, LP (MSV) and HNS announced the signing of a contract under which HNS will develop and supply MSV’s Satellite Base Transceiver Sub-System (S-BTS). The contract value is over $43 million. The S-BTS is the central element of the base station, which will facilitate communication between MSV’s satellites and terrestrial communications network. |
| • | | HNS announced that the European Telecommunications Standards Institute (ETSI) has approved the Internet Protocol over Satellite.v2 (IPoS.v2) air interface standard, which incorporates the DVB-S2 industry standard with ACM (Adaptive Coding and Modulation). IPoS is the most widely deployed satellite broadband standard in the world. |
| • | | Pilot sites in the US and UK have been chosen for the introduction of BPTV, an innovative digital signage media service with advertising and unique BP programming content shown on screens placed at gasoline stations, as well as in-store. The HughesNet™ Digital Media Solution that delivers BPTV programming encompasses the planning, installation, and remote operation of the screens, speakers and supporting broadband network infrastructure. Content broadcasting is delivered over Hughes’ cost-effective, highly-scalable HughesNet broadband service platform. In addition, Hughes provides program scheduling, management, and independent certification of advertisements—a critical issue for advertisers. |
| • | | The number of HughesNet consumer/SMB subscribers reached 327,500 at the end of the fourth quarter of 2006, a 19% growth over the same period in 2005. |
| • | | HNS announced that it has been named North American Space & Communications Company of the Year by global growth consulting company Frost & Sullivan. The prestigious award is presented |
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| only to companies that demonstrate and exemplify the criteria set forth by Frost & Sullivan, such as technology innovation, market potential, proof of success, strategic marketing, revenue growth, new market penetration, visibility, and leadership. |
To summarize, Kaul said, “Our fundamental message is the same today as it was twelve months ago—a strong enterprise segment that provides the core revenue with loyal customers who commit to long-term contracts, with growth being fueled by the consumer/SMB and mobile satellite markets. Looking ahead, we expect to commence commercial service on SPACEWAY 3, our next-generation satellite, in early 2008. We expect that SPACEWAY 3 will substantially reduce our costs and open up new revenue opportunities going forward in the enterprise and consumer/SMB markets. We believe that all the above, combined with the strong financial performance in 2006, have positioned HNS very well for 2007 and beyond.”
Hughes Communications, Inc. (Hughes)
On January 1, 2006, Hughes consummated the purchase (the “January 2006 Acquisition”) from DTV Network Systems, Inc. of the remaining 50% of HNS. As a result of the January 2006 Acquisition, Hughes’ business has changed materially. For periods following the closing of the January 2006 Acquisition, the financial position and operating results of HNS are included in Hughes’ consolidated financial statements. From April 22, 2005 (the date of the acquisition of the initial 50% interest in HNS) through December 31, 2005, Hughes’ investment in HNS is recorded using the equity method of accounting.
Certain financial information for Hughes is shown below. The financial information for the three and twelve months ended December 31, 2006 is a combination of HNS and Other Businesses.
| | | | | | | | | | | | | | | | |
Hughes Communications, Inc. | |
| | Three Months Ended December 31, | | | Three Months Ended December 31, | |
(Dollars in thousands) | | 2006 | | | 2005 | | | 2006 | | | 2005 | |
Revenue | | | | | | | | | | | | | | | | |
VSAT | | $ | 215,465 | | | $ | — | | | $ | 767,237 | | | $ | — | |
Telecom Systems | | | 27,850 | | | | — | | | | 90,988 | | | | — | |
Other | | | 89 | | | | 172 | | | | 474 | | | | 615 | |
Total | | $ | 243,404 | | | $ | 172 | | | $ | 858,699 | | | $ | 615 | |
| | | | |
Operating income (loss) | | | | | | | | | | | | | | | | |
VSAT | | $ | 19,609 | | | $ | — | | | $ | 38,803 | | | $ | — | |
Telecom Systems | | | 5,342 | | | | — | | | | 18,871 | | | | — | |
Other | | | (1,756 | ) | | | (3,705 | ) | | | (5,032 | ) | | | (9,299 | ) |
Total | | $ | 23,195 | | | $ | (3,705 | ) | | $ | 52,642 | | | $ | (9,299 | ) |
| | | | |
Net income (loss) | | $ | 9,457 | | | $ | 57,669 | | | $ | (39,113 | ) | | $ | 59,325 | |
| | | | |
EBITDA | | $ | 42,802 | | | $ | 7,104 | | | $ | 101,607 | | | $ | 7,582 | |
a) | For the definition of EBITDA, see “Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures” below. |
The net loss for the twelve months ended December 31, 2006 includes a tax charge of approximately $51.3 million in connection with the SkyTerra/Hughes separation. As Hughes is the accounting successor to SkyTerra, the taxes associated with the separation are included in Hughes’ results for the quarter ended March 31, 2006 and a portion of the deferred tax assets were utilized to satisfy the tax expense resulting from the taxable gain. This expense did not have an impact on Hughes’ cash flows from operations.
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Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures
The following table reconciles the differences between HNS’ net income as determined under United States of America generally accepted accounting principles (GAAP), EBITDA and Adjusted EBITDA.
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Hughes Network Systems, LLC | |
| | Three Months Ended December 31, | | | Twelve Months Ended December 31, | |
(Dollars in thousands) | | 2006 | | | 2005 | | | 2006 | | | 2005 | |
Net income | | $11,194 | | | $21,943 | | | $ 19,102 | | | $ 24,048 | |
Add: | | | | | | | | | | | | | | | | |
Interest expense | | | 15,143 | | | | 8,588 | | | | 46,041 | | | | 24,375 | |
Foreign income tax expense | | | 1,221 | | | | 383 | | | | 3,276 | | | | 873 | |
Depreciation and amortization | | | 19,723 | | | | 9,858 | | | | 48,459 | | | | 40,943 | |
Less: | | | | | | | | | | | | | | | | |
Interest income | | | (2,581 | ) | | | (1,239 | ) | | | (8,875 | ) | | | (2,915 | ) |
| | | | | | | | | | | | | | | | |
EBITDA | | $ | 44,700 | | | $ | 39,533 | | | $ | 108,003 | | | $ | 87,324 | |
| | | | |
Add: | | | | | | | | | | | | | | | | |
Inventory provision related to shift to Broadband focus | | | — | | | | — | | | | 11,879 | | | | — | |
HughesNet branding costs | | | — | | | | — | | | | 1,454 | | | | — | |
Facilities costs | | | — | | | | — | | | | — | | | | 2,363 | |
Transaction costs related to the April 2005 Acquisition | | | — | | | | 489 | | | | — | | | | 1,468 | |
Elimination of payroll and benefits reflective of headcount reductions | | | — | | | | — | | | | — | | | | 5,418 | |
Assumed net reduction of SPACEWAY operating costs | | | — | | | | — | | | | — | | | | 4,542 | |
Restructuring charge | | | — | | | | — | | | | — | | | | 3,068 | |
Benefits/insurance programs sponsored by DIRECTV | | | 425 | | | | 653 | | | | 2,385 | | | | 7,597 | |
Legal expenses related to non-acquired business | | | — | | | | — | | | | — | | | | 2,178 | |
Legal settlement and related fees—pre-April 2005 Acquisition | | | — | | | | — | | | | 586 | | | | — | |
Equity incentive plan compensation | | | 80 | | | | 115 | | | | 312 | | | | 115 | |
Management fee to Hughes Communications, Inc. | | | 250 | | | | 250 | | | | 1,000 | | | | 690 | |
| | | | | | | | | | | | | | | | |
Adjusted EBITDA | | $ | 45,455 | | | $ | 41,040 | | | $ | 125,619 | | | $ | 114,763 | |
| | | | | | | | | | | | | | | | |
The following table reconciles the differences between Hughes’ net income as determined under GAAP and EBITDA:
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Hughes Communications, Inc. | |
| | Three Months Ended December 31, | | | Twelve Months Ended December 31, | |
(Dollars in thousands) | | 2006 | | | 2005 | | | 2006 | | | 2005 | |
Net income (loss) | | $ 9,457 | | | $ 57,669 | | | $(39,113) | | | $ 59,325 | |
Add: | | | | | | | | | | | | | | | | |
Interest expense | | | 15,143 | | | | — | | | | 47,791 | | | | — | |
Income tax expense (benefit) | | | 1,221 | | | | (50,334 | ) | | | 54,110 | | | | (50,334 | ) |
Depreciation and amortization | | | 19,723 | | | | 7 | | | | 48,459 | | | | 27 | |
Less: | | | | | | | | | | | | | | | | |
Interest income | | | (2,742 | ) | | | (238 | ) | | | (9,640 | ) | | | (1,436 | ) |
| | | | | | | | | | | | | | | | |
EBITDA | | $ | 42,802 | | | $ | 7,104 | | | $ | 101,607 | | | $ | 7,582 | |
| | | | | | | | | | | | | | | | |
The financial statements of Hughes and HNS for the twelve months ended December 31, 2006 are attached to this press release.
Note:
EBITDA is defined as earnings (loss) before interest, income taxes, depreciation and amortization. Adjusted EBITDA is used in calculating covenant compliance under HNS’ credit agreement and the indenture governing HNS’ 9 1/2% Senior Notes due 2014. Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain adjustments, including the net costs of SPACEWAY for the first quarter of 2005 to reflect the effects of the implementation of the SPACEWAY services agreement with DIRECTV, Inc. as if it had
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occurred on January 1, 2005. EBITDA and Adjusted EBITDA are not recognized terms under GAAP. EBITDA and Adjusted EBITDA do not represent net income or cash flows from operations, as these terms are defined under GAAP, and should not be considered as alternatives to net income as an indicator of operating performance or to cash flows as a measure of liquidity. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of cash flow available to management for discretionary use, as such measures do not consider certain cash requirements such as capital expenditures (including expenditures on VSAT operating lease hardware and capitalized software development costs), tax payments, and debt service requirements (including VSAT operating lease hardware). EBITDA and Adjusted EBITDA as presented herein are not necessarily comparable to similarly titled measures reported by other companies. EBITDA and Adjusted EBITDA are presented herein because HNS and Hughes use such information in their review of the performance of management and in the performance of their business. In addition, information concerning Adjusted EBITDA is being presented because it reflects important components included in the financial covenants under the senior note indenture and HNS’ credit agreement.
About Hughes Communications, Inc.
Hughes Communications, Inc. (NASDAQ: HUGH) is the 100 percent owner of Hughes Network Systems, LLC. Hughes is the global leader in providing broadband satellite networks and services for enterprises, governments, small businesses, and consumers. HughesNet encompasses all broadband solutions and managed services from Hughes, bridging the best of satellite and terrestrial technologies. Its broadband satellite products are based on the IPoS (IP over Satellite) global standard, approved by the TIA, ETSI, and ITU standards organizations. To date, Hughes has shipped more than 1.2 million systems to customers in over 100 countries.
Headquartered outside Washington, D.C., in Germantown, Maryland, USA, Hughes maintains sales and support offices worldwide. For more information, please visitwww.hughes.com.
Safe Harbor Statement under the U.S. Private Securities Litigation Reform Act of 1995
This press release may contain statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, discussions regarding industry outlook and Hughes’ expectations regarding the performance of its business, its future liquidity and capital resource needs, its strategic plans and objectives and the ability to launch and deploy SPACEWAY 3. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. When used in this release, the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “project,” “plans” and similar expressions and the use of future dates are intended to identify forward-looking statements. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. These statements are subject to certain risks, uncertainties and assumptions, including, but not limited to, the following: risks related to Hughes’ substantial leverage and restrictions contained in its debt agreements, technological developments, its reliance on providers of satellite transponder capacity, changes in demand for Hughes’ services and products, competition, industry trends, regulatory changes, foreign currency exchange rate fluctuations and other risks identified and discussed under the caption “Risk Factors” in Hughes’ Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Securities and Exchange Commission on March 26, 2007 and in the other documents Hughes files with the Securities and Exchange Commission from time to time.
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©Hughes Communications, Inc. All rights reserved. Hughes, HughesNet, IPoS, and SPACEWAY are trademarks of Hughes Network Systems, LLC. DIRECTV and DIRECWAY are registered trademarks of The DIRECTV Group, Inc.
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Contact Information | | |
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Investor Relations Contact: Deepak Dutt, Vice President, Treasurer and Investor Relations Officer Email:ddutt@hns.com Phone: 301-428-7010 | | Media Contact: Judy Blake, Director, Marketing Communications Email:jblake@hns.com Phone: 301-601-7330 |
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Attachments
Hughes Communications, Inc.
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Hughes Network Systems, LLC
Balance Sheets
Statements of Operations
Statements of Cash Flows
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HUGHES COMMUNICATIONS, INC.
Consolidated Balance Sheets
(Dollars in thousands)
| | | | | | | | |
| | December 31, | |
| | 2006 | | | 2005 | |
ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 106,933 | | | $ | 21,964 | |
Marketable securities | | | 107,320 | | | | 6,000 | |
Receivables, net | | | 180,955 | | | | 47 | |
Inventories | | | 61,280 | | | | — | |
Prepaid expenses and other | | | 38,683 | | | | 3,330 | |
Deferred income taxes | | | 1,264 | | | | 23,378 | |
Assets held-for-sale | | | — | | | | 468 | |
| | | | | | | | |
Total current assets | | | 496,435 | | | | 55,187 | |
| | | | | | | | |
| | |
Property, net | | | 312,497 | | | | 18 | |
Capitalized software costs, net | | | 41,159 | | | | — | |
Intangible assets, net | | | 30,663 | | | | — | |
Investment in Mobile Satellite Ventures LP | | | — | | | | 42,761 | |
Investment in Hughes Network Systems, LLC | | | — | | | | 75,282 | |
Deferred income taxes | | | 2,440 | | | | 26,956 | |
Other assets | | | 48,450 | | | | 5,133 | |
| | | | | | | | |
Total assets | | $ | 931,644 | | | $ | 205,337 | |
| | | | | | | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Current Liabilities: | | | | | | | | |
Accounts payable | | $ | 59,391 | | | $ | 2,380 | |
Short term borrowings and current portion of long-term debt | | | 27,210 | | | | — | |
Accrued liabilities | | | 124,586 | | | | 2,473 | |
Due to affiliates | | | 13,119 | | | | — | |
Liabilities held-for-sale | | | — | | | | 525 | |
| | | | | | | | |
Total current liabilities | | | 224,306 | | | | 5,378 | |
| | | | | | | | |
Long-term debt | | | 469,190 | | | | — | |
Other long-term liabilities | | | 18,079 | | | | — | |
| | | | | | | | |
Total liabilities | | | 711,575 | | | | 5,378 | |
| | | | | | | | |
| | |
Commitments and contingencies | | | | | | | | |
Minority interests | | | 4,680 | | | | 8,474 | |
| | | | | | | | |
Series A Redeemable Convertible Preferred Stock, $0.01 par value, net of amortized discount of $28,194 at December 31, 2005 | | | | | | | 93,100 | |
| | | | | | | | |
| | |
Stockholders’ Equity: | | | | | | | | |
Preferred stock, $0.001 par value; 1,000,000 shares authorized and no shares issued and outstanding at December 31, 2006; no shares authorized, issued or outstanding as of December 31, 2005 | | | | | | | | |
Preferred stock, $0.01 par value; no shares authorized, issued or outstanding as of December 31, 2006; 10,000,000 shares authorized and 1,199,077 shares Series A Redeemable Convertible Preferred Stock issued and outstanding as of December 31, 2005 | | | | | | | — | |
Common stock, $0.001 par value; 64,000,000 shares authorized; 19,000,622 shares and 4,365,988 shares issued and outstanding as of December 31, 2006 and 2005, respectively | | | 19 | | | | 4 | |
Non-voting common stock, $0.01 par value; no shares authorized, issued or outstanding as of December 31, 2006; 50,000,000 shares authorized, and 4,495,106 shares issued and outstanding as of December 31, 2005 | | | | | | | 45 | |
Additional paid in capital | | | 626,927 | | | | 473,737 | |
Accumulated deficit | | | (410,408 | ) | | | (371,295 | ) |
Accumulated other comprehensive loss | | | (1,149 | ) | | | (4,106 | ) |
| | | | | | | | |
Total stockholders’ equity | | | 215,389 | | | | 98,385 | |
| | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 931,644 | | | $ | 205,337 | |
| | | | | | | | |
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HUGHES COMMUNICATIONS, INC.
Consolidated Statements of Operations
(Dollars in thousands, except share and per share amounts)
| | | | | | | | | | | | |
| | Year Ended December 31, | |
| | 2006 | | | 2005 | | | 2004 | |
Revenues: | | | | | | | | | | | | |
Services | | $ | 440,450 | | | $ | 615 | | | $ | 2,117 | |
Hardware sales | | | 418,249 | | | | — | | | | — | |
| | | | | | | | | | | | |
Total revenues | | | 858,699 | | | | 615 | | | | 2,117 | |
| | | | | | | | | | | | |
| | | |
Operating costs and expenses: | | | | | | | | | | | | |
Cost of services | | | 309,698 | | | | 326 | | | | 2,036 | |
Cost of hardware products sold | | | 327,708 | | | | — | | | | — | |
Selling, general and administrative | | | 139,449 | | | | 9,588 | | | | 9,367 | |
Research and development | | | 23,058 | | | | — | | | | — | |
Amortization of intangibles | | | 6,144 | | | | — | | | | — | |
| | | | | | | | | | | | |
Total operating costs and expenses | | | 806,057 | | | | 9,914 | | | | 11,403 | |
| | | | | | | | | | | | |
| | | |
Operating income (loss) | | | 52,642 | | | | (9,299 | ) | | | (9,286 | ) |
| | | |
Other income (expense): | | | | | | | | | | | | |
Interest expense | | | (47,791 | ) | | | — | | | | — | |
Interest income | | | 9,640 | | | | 1,436 | | | | 10,548 | |
Other income, net | | | 2,323 | | | | 877 | | | | 21,030 | |
| | | | | | | | | | | | |
Income before income tax (expense) benefit; minority interests in net (earnings) losses of subsidiaries; equity in (losses) earnings of unconsolidated affiliates; and discontinued operations | | | 16,814 | | | | (6,986 | ) | | | 22,292 | |
Income tax (expense) benefit | | | (54,110 | ) | | | 50,334 | | | | — | |
Minority interests in net (earnings) losses of subsidiaries | | | 118 | | | | 1,925 | | | | (810 | ) |
Equity in (losses) earnings of unconsolidated affiliates | | | (2,132 | ) | | | 13,947 | | | | (2,356 | ) |
| | | | | | | | | | | | |
(Loss) income from continuing operations | | | (39,310 | ) | | | 59,220 | | | | 19,126 | |
Discontinued operations: | | | | | | | | | | | | |
Loss from discontinued operations | | | (43 | ) | | | (956 | ) | | | (1,960 | ) |
Gain on sale of discontinued operations | | | 240 | | | | 1,061 | | | | — | |
| | | | | | | | | | | | |
Net (loss) income | | | (39,113 | ) | | | 59,325 | | | | 17,166 | |
Cumulative dividends and accretion of convertible preferred stock to liquidation value | | | (1,454 | ) | | | (9,969 | ) | | | (9,918 | ) |
| | | | | | | | | | | | |
Net (loss) income attributable to common stockholders | | $ | (40,567 | ) | | $ | 49,356 | | | $ | 7,248 | |
| | | | | | | | | | | | |
| | | |
Basic net (loss) earnings per common share: | | | | | | | | | | | | |
Continuing operations | | $ | (2.44 | ) | | $ | 5.59 | | | $ | 1.22 | |
Discontinued operations | | | 0.01 | | | | 0.01 | | | | (0.26 | ) |
| | | | | | | | | | | | |
Basic net (loss) earnings per common share | | $ | (2.43 | ) | | $ | 5.60 | | | $ | 0.96 | |
| | | | | | | | | | | | |
Diluted net (loss) earnings per common share: | | | | | | | | | | | | |
Continuing operations | | $ | (2.44 | ) | | $ | 5.33 | | | $ | 1.16 | |
Discontinued operations | | | 0.01 | | | | 0.01 | | | | (0.25 | ) |
| | | | | | | | | | | | |
Diluted net (loss) earnings per common share | | $ | (2.43 | ) | | $ | 5.34 | | | $ | 0.91 | |
| | | | | | | | | | | | |
| | | |
Basic weighted average common shares outstanding | | | 16,668,591 | | | | 8,807,237 | | | | 7,557,948 | |
Diluted weighted average common shares outstanding | | | 16,668,591 | | | | 9,244,011 | | | | 7,918,685 | |
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HUGHES COMMUNICATIONS, INC.
Consolidated Statements of Cash Flows
(Dollars in thousands)
| | | | | | | | | | | | |
| | Year Ended December 31, | |
| | 2006 | | | 2005 | | | 2004 | |
Cash flows from operating activities: | | | | | | | | | | | | |
Net (loss) income | | $ | (39,113 | ) | | $ | 59,325 | | | $ | 17,166 | |
Adjustments to reconcile net (loss) income to cash flows from operating activities: | | | | | | | | | | | | |
Gain on Motient note | | | — | | | | — | | | | (22,516 | ) |
Loss (gain) on discontinued operations | | | 43 | | | | (105 | ) | | | 1,960 | |
Depreciation and amortization | | | 48,459 | | | | 27 | | | | 44 | |
Amortization of debt issuance costs | | | 1,056 | | | | — | | | | — | |
Equity plan compensation expense | | | 3,720 | | | | 965 | | | | 3,095 | |
Equity in earnings of Hughes Network Systems, LLC | | | — | | | | (24,054 | ) | | | — | |
Equity in losses of unconsolidated affiliates | | | 2,132 | | | | 9,469 | | | | 1,020 | |
Loss on investments in affiliates | | | — | | | | 638 | | | | 1,336 | |
Minority interests | | | (118 | ) | | | (1,925 | ) | | | 810 | |
Gain on disposal of assets | | | (222 | ) | | | (49 | ) | | | — | |
Gain on receipt of investment from unconsolidated affiliates | | | (1,788 | ) | | | — | | | | — | |
Compensation expense for issuance of warrants by consolidated subsidiary | | | — | | | | — | | | | 296 | |
Change in other operating assets and liabilities, net of acquisitions: | | | | | | | | | | | | |
Receivables, net | | | 24,599 | | | | (18 | ) | | | 208 | |
Inventories | | | 11,894 | | | | — | | | | — | |
Deferred income taxes | | | 46,630 | | | | (50,334 | ) | | | — | |
Prepaid expenses and other | | | 9,979 | | | | 4,863 | | | | 10,314 | |
Deferred revenue | | | — | | | | (20 | ) | | | (138 | ) |
Accounts payable | | | (11,675 | ) | | | (4,153 | ) | | | 4,114 | |
Accrued liabilities and other | | | (5,413 | ) | | | — | | | | — | |
| | | | | | | | | | | | |
Net cash provided by (used in) continuing operations | | | 90,183 | | | | (5,371 | ) | | | 17,709 | |
Net cash used in discontinued operations | | | (10 | ) | | | (1,093 | ) | | | (1,565 | ) |
| | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | | 90,173 | | | | (6,464 | ) | | | 16,144 | |
| | | | | | | | | | | | |
| | | |
Cash flows from investing activities: | | | | | | | | | | | | |
Acquisition of Hughes Network Systems, LLC, net of cash received | | | 12,753 | | | | (50,000 | ) | | | — | |
Repayments of notes receivable | | | — | | | | — | | | | 21,500 | |
Change in restricted cash | | | (2,883 | ) | | | (3,060 | ) | | | — | |
Purchase of marketable investments, net | | | (90,112 | ) | | | (12,228 | ) | | | (68,602 | ) |
Cash paid for investments in affiliates | | | — | | | | (3,562 | ) | | | (1,928 | ) |
Net sales of short-term investments | | | — | | | | 65,977 | | | | 30,649 | |
Expenditures for property | | | (77,191 | ) | | | (3 | ) | | | (11 | ) |
Proceeds from sale of property and intangibles | | | 521 | | | | 62 | | | | — | |
Sales of investment in affiliates | | | — | | | | 1,923 | | | | — | |
Expenditures for capitalized software | | | (16,416 | ) | | | — | | | | — | |
Other, net | | | — | | | | — | | | | 19 | |
| | | | | | | | | | | | |
Net cash used in continuing operations | | | (173,328 | ) | | | (891 | ) | | | (18,373 | ) |
Net cash used in discontinued operations | | | — | | | | (63 | ) | | | (952 | ) |
| | | | | | | | | | | | |
Net cash used in investing activities | | | (173,328 | ) | | | (954 | ) | | | (19,325 | ) |
| | | | | | | | | | | | |
9
HUGHES COMMUNICATIONS, INC.
Consolidated Statements of Cash Flows (Continued)
(Dollars in thousands)
| | | | | | | | | | | | |
| | Year Ended December 31, | |
| | 2006 | | | 2005 | | | 2004 | |
Cash flows from financing activities: | | | | | | | | | | | | |
Net decrease in notes and loans payable | | | (1,609 | ) | | | — | | | | — | |
Distributions to minority interest of consolidated subsidiary | | | — | | | | — | | | | (3,361 | ) |
Debt borrowings from Apollo | | | 100,000 | | | | — | | | | — | |
Debt repayments to Apollo | | | (100,000 | ) | | | — | | | | — | |
Proceeds from rights offering | | | 100,000 | | | | — | | | | — | |
Distribution to SkyTerra | | | (9,314 | ) | | | — | | | | — | |
Proceeds from issuance of common stock, net of costs | | | — | | | | — | | | | 35,044 | |
Payment of dividends on preferred stock | | | (1,394 | ) | | | (5,575 | ) | | | (1,394 | ) |
Proceeds from exercise of stock options and warrants | | | 2,206 | | | | 140 | | | | 284 | |
Repurchase of common stock of consolidated subsidiary | | | — | | | | (4 | ) | | | (2 | ) |
Long-term debt borrowings | | | 455,330 | | | | — | | | | — | |
Repayment of long-term debt | | | (364,872 | ) | | | — | | | | — | |
Debt issuance costs | | | (11,668 | ) | | | — | | | | — | |
| | | | | | | | | | | | |
Net cash provided by (used in) continuing operations | | | 168,679 | | | | (5,439 | ) | | | 30,571 | |
Net cash provided by discontinued operations | | | — | | | | 76 | | | | 450 | |
| | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 168,679 | | | | (5,363 | ) | | | 31,021 | |
Effect of exchange rate changes on cash and cash equivalents | | | (555 | ) | | | 11 | | | | (3 | ) |
| | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 84,969 | | | | (12,770 | ) | | | 27,837 | |
Cash and cash equivalents at beginning of the period | | | 21,964 | | | | 34,734 | | | | 6,897 | |
| | | | | | | | | | | | |
Cash and cash equivalents at end of the period | | $ | 106,933 | | | $ | 21,964 | | | $ | 34,734 | |
| | | | | | | | | | | | |
| | | |
Supplemental cash flow information: | | | | | | | | | | | | |
Cash paid for interest | | $ | 41,464 | | | $ | — | | | $ | — | |
Cash paid for income taxes | | $ | 6,578 | | | $ | — | | | $ | — | |
| | | |
Noncash financing activities: | | | | | | | | | | | | |
Conversion of notes receivable to partnership interest in Mobile Satellite Ventures LP | | | | | | | | | | $ | 51,118 | |
Common stock issued in connection with purchase of interest in Hughes Network Systems, LLC | | | | | | $ | 5,160 | | | | | |
| | | |
Supplemental non-cash disclosure due to acquisition by Hughes Communications, Inc.: | | | | | | | | | | | | |
Increase in assets | | $ | 51,471 | | | | | | | | | |
Increase in liabilities | | | 40,118 | | | | | | | | | |
| | | | | | | | | | | | |
Increase in net assets | | $ | 11,353 | | | | | | | | | |
| | | | | | | | | | | | |
10
HUGHES NETWORK SYSTEMS
Balance Sheets
(Dollars in thousands)
| | | | | | | | |
| | Consolidated Successor | | | Consolidated Predecessor | |
| | December 31, | |
| | 2006 | | | 2005 | |
ASSETS | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 99,098 | | | $ | 113,267 | |
Marketable securities | | | 103,466 | | | | 13,511 | |
Receivables, net | | | 180,694 | | | | 200,982 | |
Inventories | | | 61,280 | | | | 73,526 | |
Prepaid expenses and other | | | 39,175 | | | | 48,672 | |
| | | | | | | | |
Total current assets | | | 483,713 | | | | 449,958 | |
| | | | | | | | |
Property, net | | | 312,497 | | | | 259,578 | |
Capitalized software costs, net | | | 41,159 | | | | 16,664 | |
Intangible assets, net | | | 30,663 | | | | — | |
Other assets | | | 44,358 | | | | 30,324 | |
| | | | | | | | |
Total assets | | $ | 912,390 | | | $ | 756,524 | |
| | | | | | | | |
| | |
LIABILITIES AND EQUITY | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable | | $ | 57,781 | | | $ | 51,294 | |
Short term borrowings and current portion of long-term debt | | | 27,210 | | | | 29,616 | |
Accrued liabilities | | | 123,576 | | | | 130,601 | |
Due to affiliates | | | 13,592 | | | | 18,960 | |
| | | | | | | | |
Total current liabilities | | | 222,159 | | | | 230,471 | |
| | | | | | | | |
Long-term debt | | | 469,190 | | | | 342,406 | |
Due to affiliates | | | — | | | | 8,967 | |
Other long-term liabilities | | | 18,079 | | | | 3,494 | |
| | | | | | | | |
Total liabilities | | | 709,428 | | | | 585,338 | |
| | | | | | | | |
| | |
Commitments and contingencies | | | | | | | | |
| | |
Minority interests | | | 4,659 | | | | 6,594 | |
| | |
Equity: | | | | | | | | |
Class A membership interests | | | 180,346 | | | | 125,768 | |
Class B membership interests | | | — | | | | — | |
Retained earnings | | | 19,102 | | | | 46,571 | |
Accumulated other comprehensive loss | | | (1,145 | ) | | | (7,747 | ) |
| | | | | | | | |
Total equity | | | 198,303 | | | | 164,592 | |
| | | | | | | | |
Total liabilities and equity | | $ | 912,390 | | | $ | 756,524 | |
| | | | | | | | |
11
HUGHES NETWORK SYSTEMS
Statements of Operations
(Dollars in thousands)
| | | | | | | | | | | | | | | | |
| | Consolidated Successor | | | Consolidated Predecessor | | | Combined Consolidated Prior Predecessor | |
| | Year Ended December 31, 2006 | | | April 23 - December 31, 2005 | | | January 1 - April 22, 2005 | | | Year Ended December 31, 2004 | |
Revenues: | | | | | | | | | | | | | | | | |
Services | | $ | 439,976 | | | $ | 303,467 | | | $ | 121,917 | | | $ | 383,519 | |
Hardware sales | | | 418,249 | | | | 280,001 | | | | 101,524 | | | | 405,831 | |
| | | | | | | | | | | | | | | | |
Total revenues | | | 858,225 | | | | 583,468 | | | | 223,441 | | | | 789,350 | |
| | | | | | | | | | | | | | | | |
Operating costs and expenses: | | | | | | | | | | | | | | | | |
Cost of services | | | 309,583 | | | | 209,226 | | | | 88,092 | | | | 290,365 | |
Cost of hardware products sold | | | 327,708 | | | | 206,431 | | | | 86,467 | | | | 338,650 | |
Selling, general and administrative | | | 134,058 | | | | 80,658 | | | | 50,142 | | | | 158,102 | |
Research and development | | | 23,058 | | | | 19,102 | | | | 18,194 | | | | 55,694 | |
Amortization of intangibles | | | 6,144 | | | | | | | | — | | | | — | |
Restructuring costs | | | — | | | | 1,443 | | | | 1,625 | | | | 10,993 | |
SPACEWAY impairment provision | | | — | | | | — | | | | — | | | | 1,217,745 | |
Asset impairment provision | | | — | | | | — | | | | — | | | | 150,300 | |
| | | | | | | | | | | | | | | | |
Total operating costs and expenses | | | 800,551 | | | | 516,860 | | | | 244,520 | | | | 2,221,849 | |
| | | | | | | | | | | | | | | | |
Operating income (loss) | | | 57,674 | | | | 66,608 | | | | (21,079 | ) | | | (1,432,499 | ) |
Other income (expense): | | | | | | | | | | | | | | | | |
Interest expense | | | (46,041 | ) | | | (22,744 | ) | | | (1,631 | ) | | | (7,466 | ) |
Interest income | | | 8,875 | | | | 2,813 | | | | 102 | | | | 772 | |
Other income, net | | | 2,033 | | | | 198 | | | | — | | | | 5,805 | |
| | | | | | | | | | | | | | | | |
Income (loss) before income tax expense, minority interest in net (earnings) losses of subsidiaries and equity in earnings of unconsolidated affiliates | | | 22,541 | | | | 46,875 | | | | (22,608 | ) | | | (1,433,388 | ) |
Income tax expense | | | (3,276 | ) | | | (693 | ) | | | (180 | ) | | | (32 | ) |
Minority interests in net (earnings) loss of subsidiaries | | | (163 | ) | | | 366 | | | | 231 | | | | (64 | ) |
Equity in earnings of unconsolidated affiliates | | | — | | | | 23 | | | | 34 | | | | — | |
| | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 19,102 | | | $ | 46,571 | | | $ | (22,523 | ) | | $ | (1,433,484 | ) |
| | | | | | | | | | | | | | | | |
12
HUGHES NETWORK SYSTEMS
Statements of Cash Flows
(Dollars in thousands)
| | | | | | | | | | | | | | | | |
| | Consolidated Successor | | | Consolidated Predecessor | | | Combined Consolidated Prior Predecessor | |
| | Year Ended | | | April 23 - | | | January 1 - | | | Year Ended | |
| | December 31, | | | December 31, | | | April 22, | | | December 31, | |
| | 2006 | | | 2005 | | | 2005 | | | 2004 | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 19,102 | | | $ | 46,571 | | | $ | (22,523 | ) | | $ | (1,433,484 | ) |
Adjustments to reconcile net income (loss) to cash flows from operating activities: | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 48,459 | | | | 27,209 | | | | 13,734 | | | | 96,973 | |
Amortization of debt issuance costs | | | 1,056 | | | | 970 | | | | 60 | | | | — | |
Gain on receipt of investment by subsidiary | | | (1,788 | ) | | | — | | | | — | | | | — | |
Equity plan compensation expense | | | 296 | | | | 115 | | | | — | | | | — | |
Minority interest | | | 163 | | | | | | | | | | | | | |
Equity in losses from unconsolidated affiliates | | | — | | | | (26 | ) | | | — | | | | — | |
Gain on disposal of assets | | | — | | | | — | | | | — | | | | (5,804 | ) |
SPACEWAY impairment provision | | | — | | | | — | | | | — | | | | 1,217,745 | |
Asset impairment provision | | | — | | | | — | | | | — | | | | 150,300 | |
Other | | | — | | | | (198 | ) | | | — | | | | — | |
Change in other operating assets and liabilities, excluding the effect of the HCI Transaction: | | | | | | | | | | | | | | | | |
Receivables, net | | | 24,839 | | | | (37,886 | ) | | | 5,438 | | | | 41,471 | |
Inventories, net | | | 11,894 | | | | 22,987 | | | | 2,738 | | | | 22,863 | |
Prepaid expenses and other | | | 3,335 | | | | (1,681 | ) | | | (3,965 | ) | | | 8,197 | |
Accounts payable | | | (11,286 | ) | | | 11,093 | | | | (31,721 | ) | | | 9,920 | |
Accrued liabilities and other | | | (4,337 | ) | | | 24,298 | | | | (16,457 | ) | | | (20,445 | ) |
| | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | | 91,733 | | | | 93,452 | | | | (52,696 | ) | | | 87,736 | |
| | | | | | | | | | | | | | | | |
| | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Change in restricted cash | | | (294 | ) | | | (4,860 | ) | | | 1,978 | | | | (1,152 | ) |
Purchase of short-term investments, net | | | (89,254 | ) | | | (13,544 | ) | | | — | | | | — | |
Expenditures for property | | | (77,191 | ) | | | (53,694 | ) | | | (22,912 | ) | | | (122,158 | ) |
Expenditures for capitalized software | | | (16,416 | ) | | | (12,871 | ) | | | (3,273 | ) | | | (16,673 | ) |
Proceeds from sale of property and intangibles | | | 521 | | | | 1,263 | | | | — | | | | 17,016 | |
Other, net | | | — | | | | 224 | | | | (958 | ) | | | 148 | |
| | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | (182,634 | ) | | | (83,482 | ) | | | (25,165 | ) | | | (122,819 | ) |
| | | | | | | | | | | | | | | | |
| | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Net (decrease) increase in notes and loans payable | | | (1,609 | ) | | | (3,309 | ) | | | 871 | | | | (7,955 | ) |
(Distributions to) contributions from former owners, net | | | — | | | | — | | | | (108,868 | ) | | | 52,429 | |
Long-term debt borrowings | | | 455,330 | | | | 18,882 | | | | 327,775 | | | | 33,245 | |
Repayment of long-term debt | | | (364,872 | ) | | | (31,222 | ) | | | (30,141 | ) | | | (70,659 | ) |
Debt issuance costs | | | (11,668 | ) | | | — | | | | (10,482 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 77,181 | | | | (15,649 | ) | | | 179,155 | | | | 7,060 | |
| | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | (449 | ) | | | (2,824 | ) | | | 5,669 | | | | 865 | |
| | | | | | | | | | | | | | | | |
Net (decrease) increase in cash and cash equivalents | | | (14,169 | ) | | | (8,503 | ) | | | 106,963 | | | | (27,158 | ) |
Cash and cash equivalents at beginning of the period | | | 113,267 | | | | 121,770 | | | | 14,807 | | | | 41,965 | |
| | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of the period | | $ | 99,098 | | | $ | 113,267 | | | $ | 121,770 | | | $ | 14,807 | |
| | | | | | | | | | | | | | | | |
| | | | |
Supplemental cash flow information: | | | | | | | | | | | | | | | | |
Cash paid for interest | | $ | 39,714 | | | $ | 22,138 | | | $ | 1,496 | | | $ | 10,422 | |
Cash paid for income taxes | | $ | 3,615 | | | $ | 1,121 | | | $ | 208 | | | $ | 732 | |
Supplemental disclosure of non-cash financing activities: | | | | | | | | | | | | | | | | |
Property transferred to Parent | | | | | | | | | | | | | | $ | 308,000 | |
|
Supplemental non-cash disclosure due to acquisition by Hughes Communications, Inc.: | |
Increase in assets | | $ | 51,471 | | | | | | | | | | | | | |
Increase in liabilities | | | 40,118 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Increase in net assets | | $ | 11,353 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
13