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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 20, 2001
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ORBITAL SCIENCES CORPORATION
DELAWARE 0-18287 06-1209561
(State of incorporation) (Commission File Number) (I.R.S. Employer I.D. No.)
21700 ATLANTIC BOULEVARD
DULLES, VIRGINIA 20166
(703) 406-5000
(Address and telephone number
of principal executive offices)
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ITEM 2. DISPOSITION OF ASSETS
As previously reported on Forms 8-K and 8-K/A filed with the Securities and
Exchange Commission on June 12, 2001 and June 14, 2001, respectively, a wholly
owned subsidiary of Orbital Sciences Corporation (the "company"), MDA Holdings
Corporation ("MDA Holdings"), sold 12,350,000 common shares of the company's
Canadian subsidiary, MacDonald, Dettwiler and Associates, Ltd. ("MDA"), to a
group of Canadian institutional and private equity investors. In connection with
that transaction, MDA Holdings also granted certain of the purchasers an option
to purchase its remaining 5,650,000 shares in MDA. Through June 26, 2001, MDA
Holdings had sold 4,000,000 additional MDA shares in connection with the
exercises of the option. The option has been exercised for the remaining
1,650,000 shares and the company expects the closing on the sale of these
1,650,000 shares to occur on or about July 17, 2001.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial
statements reflect the sale of the entire 18,000,000 common
shares of MDA as described under Item 2 above.
The unaudited pro forma condensed consolidated financial
statements illustrate the deconsolidation of MDA. The unaudited
pro forma condensed consolidated balance sheet reflects the
financial position of the company after giving effect to the
sales as if they had occurred on March 31, 2001. The unaudited
pro forma condensed consolidated statements of operations for
the quarter ended March 31, 2001 and for the year ended December
31, 2000 give effect to the disposition as if it had occurred on
January 1, 2000. The pro forma statements of operations do not
give effect to the non-recurring gain directly attributable to
the transaction and exclude the impact of discontinued
operations. In addition, the pro forma statements do not present
the pro forma impact of the repayment of approximately
$111,667,000 of debt concurrent with the disposition of MDA.
The unaudited pro forma condensed consolidated financial
statements of Orbital as of March 31, 2001 and for the quarter
ended March 31, 2001 and for the year ended December 31, 2000,
include the following:
(i) Unaudited pro forma condensed consolidated balance sheet
as of March 31, 2001;
(ii) Unaudited pro forma condensed consolidated statement of
operations for the quarter ended March 31, 2001;
(iii) Unaudited pro forma condensed consolidated statement of
operations for the year ended December 31, 2000; and
(iv) Notes to unaudited pro forma condensed consolidated
financial statements.
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ORBITAL SCIENCES CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 2001
(IN THOUSANDS, EXCEPT SHARE DATA)
PRO FORMA
HISTORICAL ADJUSTMENTS NOTES PRO FORMA
------------- -------------- ----- ----------------
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 22,138 $ 153,938 (a),(b) $ 176,076
Restricted cash and short-term investments, at market 6,838 (1,569) (a) 5,269
Receivables, net 192,743 (65,553) (a) 127,190
Inventories, net 69,741 (3,715) (a) 66,026
Current assets of discontinued operations, net 13,650 - 13,650
Deferred income taxes and other current assets 25,104 (18,729) (a) 6,375
------------- -------------- ----------------
TOTAL CURRENT ASSETS 330,214 64,372 394,586
------------- -------------- ----------------
NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS, NET 52,285 52,285
PROPERTY, PLANT AND EQUIPMENT, at cost, less accumulated
depreciation and amortization 127,548 (33,842) (a) 93,706
INVESTMENTS IN AND ADVANCES TO AFFILIATES 2,152 (2,152) (a) --
GOODWILL, less accumulated amortization 214,715 (100,338) (a) 114,377
DEFERRED INCOME TAXES AND OTHER ASSETS 42,390 (33,099) (a) 9,291
------------- -------------- ----------------
TOTAL ASSETS $ 769,304 $ (105,059) $ 664,245
============= ============== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Short-term borrowings and current portion of long-term
obligations $ 137,296 $ (2,076) (a) $ 135,220
Accounts payable and accrued expenses 205,489 (50,829) (a) 154,660
Deferred revenues 136,793 (72,232) (a) 64,561
-------------- -------------- ----------------
TOTAL CURRENT LIABILITIES 479,578 (125,137) 354,441
-------------- -------------- ----------------
LONG-TERM OBLIGATIONS, net of current portion 186,935 (50,278) (a) 136,657
RECOGNIZED LOSSES IN EXCESS OF INVESTMENT IN AFFILIATE 25,403 - 25,403
OTHER LIABILITIES 15,726 (12,944) (a) 2,782
-------------- -------------- ----------------
TOTAL LIABILITIES 707,642 (188,359) 519,283
-------------- -------------- ----------------
MINORITY INTERESTS 40,265 (40,265) (a) -
STOCKHOLDERS' EQUITY 21,397 123,565 144,962
-------------- -------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $769,304 $(105,059) $ 664,245
============== ============== ================
See accompanying notes to unaudited pro forma condensed consolidated financial
statements.
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ORBITAL SCIENCES CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE QUARTER ENDED MARCH 31, 2001
(IN THOUSANDS, EXCEPT SHARE DATA)
PRO FORMA
HISTORICAL ADJUSTMENTS NOTES PRO FORMA
--------------- -------------- ----- -----------------
REVENUES $ 174,662 $ (72,638) (c) $ 102,024
Costs of goods sold 146,504 (57,022) (c) 89,482
--------------- -------------- -----------------
GROSS PROFIT 28,158 (15,616) 12,542
Research and development expenses 2,563 (653) (c) 1,910
Selling, general and administrative expenses 22,290 (9,164) (c) 13,126
Amortization of goodwill 3,291 (1,606) (c) 1,685
--------------- -------------- -----------------
INCOME FROM OPERATIONS 14 (4,193) (4,179)
Other income (expense), net 980 (372) (c) 608
Interest expense, net of capitalized interest (10,237) 1,215 (c) (9,022)
Equity in earnings (losses) of affiliates (9,945) 181 (c) (9,764)
Minority interests (724) 724 (c) -
--------------- -------------- -----------------
LOSS BEFORE PROVISION FOR INCOME TAXES (19,912) (2,445) (22,357)
Provision for income taxes 1,655 (1,655) (c) -
--------------- -------------- -----------------
NET LOSS $ (21,567) $ (790) $ (22,357)
=============== ============== =================
NET LOSS PER COMMON AND DILUTIVE SHARE $ (0.57) $ (0.59)
=============== =================
See accompanying notes to unaudited pro forma condensed consolidated financial
statements.
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ORBITAL SCIENCES CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2000
(IN THOUSANDS, EXCEPT SHARE DATA)
PRO FORMA
HISTORICAL ADJUSTMENTS NOTES PRO FORMA
-------------- ---------------- ----- ---------------
REVENUES $ 725,669 $ (253,474) (c) $ 472,195
Costs of goods sold 640,531 (196,144) (c) 444,387
-------------- ---------------- ---------------
GROSS PROFIT 85,138 (57,330) 27,808
Research and development expenses 17,355 (4,345) (c) 13,010
Selling, general and administrative expenses 112,811 (29,183) (c) 83,628
Amortization of goodwill 11,639 (5,200) (c) 6,439
Provision for doubtful ORBCOMM accounts 53,713 - 53,713
Asset impairment charges 15,911 - 15,911
-------------- ---------------- ---------------
INCOME (LOSS) FROM OPERATIONS (126,291) (18,602) (144,893)
Other income (expense), net 5,887 (790) (c) 5,097
Interest expense, net of capitalized interest (28,509) 4,471 (c) (24,038)
Equity in earnings (losses) of affiliates (121,482) 492 (c) (120,990)
Litigation settlement (11,500) - (11,500)
Gains on sales of assets and subsidiary equity 72,706 - 72,706
Minority interests (3,244) 3,244 (c) -
-------------- ---------------- ---------------
LOSS BEFORE PROVISION FOR INCOME TAXES AND DISCONTINUED OPERATIONS (212,433) (11,185) (223,618)
Provision for income taxes 15,791 (5,905) (c) 9,886
-------------- ---------------- ---------------
NET LOSS FROM CONTINUING OPERATIONS $ (228,224) $ (5,280) $ (233,504)
============== ================ ===============
NET LOSS FROM CONTINUING OPERATIONS PER COMMON AND DILUTIVE SHARE $ (6.09) $ (6.23)
============== ===============
See accompanying notes to unaudited pro forma condensed consolidated financial
statements.
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ORBITAL SCIENCES CORPORATION
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following pro forma adjustments are reflected in the accompanying unaudited
pro forma balance sheet and statements of operations:
(a) Pro forma adjustments to remove MDA's assets and liabilities and
the related minority interest from the consolidated balance
sheet.
(b) Pro forma adjustment to reflect the proceeds of $163,670,000
(net of transaction expenses of $5,810,000) from the sales of
MDA stock.
(c) Pro forma adjustments to remove MDA's activity and the related
minority interest from the consolidated statement of operations.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ORBITAL SCIENCES CORPORATION
Date: July 5, 2001 By
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Garrett E. Pierce
Executive Vice President,
Chief Financial Officer
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