-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SLn1rC3609XxcMwNJpmCBd6FV46ypO2rO6p1fyfX+beecxteLfhoxYO3REIXVE6+ +s7cZh1e5PWHuk7doEF24w== 0001135338-04-000013.txt : 20040204 0001135338-04-000013.hdr.sgml : 20040204 20040204092129 ACCESSION NUMBER: 0001135338-04-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040203 ITEM INFORMATION: ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEGASUS SATELLITE COMMUNICATIONS INC CENTRAL INDEX KEY: 0001015629 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 510374669 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21389 FILM NUMBER: 04564836 BUSINESS ADDRESS: STREET 1: 225 CITY LINE AVE STREET 2: SUITE 200 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 8884387488 MAIL ADDRESS: STREET 1: 225 CITY LINE AVE STREET 2: SUITE 200 CITY: BALA CYNWYD STATE: PA ZIP: 19004 FORMER COMPANY: FORMER CONFORMED NAME: PEGASUS COMMUNICATIONS CORP DATE OF NAME CHANGE: 19960723 FORMER COMPANY: FORMER CONFORMED NAME: PEGASUS COMMUNICATIONS & MEDIA CORP DATE OF NAME CHANGE: 19960530 8-K 1 psc8k.txt PSC TENDER OFFER AND SELECTED 4Q03 RESULTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- 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): February 3, 2004 PEGASUS SATELLITE COMMUNICATIONS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-21389 51-0374669 - ---------------------------- ---------------- -------------------- (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) c/o Pegasus Communications Management Company, 225 City Line Avenue, Suite 200, Bala Cynwyd, Pennsylvania 19004 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 800-376-0022 (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. ------------ On February 3, 2004, Pegasus Satellite Communications, Inc. (the "Company") announced that it intends to offer $100 million of its senior notes. The senior notes will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements, as more fully described in the press release attached and incorporated by reference as Exhibit 99.1. The Company is in the process of seeking an amendment to the credit facility of its subsidiary, Pegasus Media & Communications, Inc. ("PM&C"), that would permit it to obtain a new senior secured term loan. The amendment would permit the Company and PM&C to have a total of $650.0 million of senior secured debt. The Company cannot provide assurance that it will be successful in obtaining the proposed amendment from the PM&C lenders. In December 2003, PM&C established a $20.0 million revolving credit facility, maturing July 2006. The facility is secured by a parity lien on the collateral that secures the PM&C term loans. Cautionary Statement This report contains "forward-looking statements," as that term is used in federal securities laws, about the financial condition, results of operations and businesses of our company and our subsidiaries. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by us with the SEC, specifically the most recent reports which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including but not limited to: catastrophic events, including acts of terrorism; relationships with and events affecting third parties like DIRECTV, Inc. and the National Rural Telecommunications Cooperative; litigation with DIRECTV, Inc.; the recent change of control of DIRECTV, Inc.; demographic changes; existing government regulations, and changes in, or the failure to comply with, government regulations; competition, including our ability to offer local programming in our direct broadcast satellite markets; the loss of any significant numbers of subscribers or viewers; changes in business strategy or development plans; the cost of pursuing new business initiatives; an expansion of land based communications systems; technological developments and difficulties; an inability to obtain intellectual property licenses and to avoid committing intellectual property infringement; the ability to attract and retain qualified personnel; our significant indebtedness; the availability and terms of capital to fund the expansion of our businesses; and other factors referenced in this report. The information contained in this report reflects our present intention, belief, or expectation and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, the economy in general, and our assumptions. We may change our intention, belief, or expectation, at any time and without notice, based upon any changes in such factors, in our assumptions or otherwise. The cautionary statements contained or referred to in this report should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. By including any information in this report, we do not necessarily acknowledge that disclosure of such information is required by applicable law or that the information is material. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press release dated February 3, 2004. 99.2 Press release dated February 3, 2004. Item 12. Results of Operations and Financial Condition. --------------------------------------------- On February 3, 2004, the Company announced selected fourth quarter information as more fully described in the press release furnished hereto as Exhibit 99.2. 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 herewith duly authorized. PEGASUS SATELLITE COMMUNICATIONS, INC. By:/s/ Scott A. Blank ------------------ Scott A. Blank, Senior Vice President February 4, 2004 EXHIBIT INDEX Exhibit No. Description 99.1 Press release dated February 3, 2004. 99.2 Press release dated February 3, 2004. EX-99 3 psc_form8kexhibit991-020404.txt PEGASUS SATELLITE COMMUNICATIONS FORM 8K EX 99.1 Exhibit 99.1 Pegasus Satellite Communications, Inc. Announces Proposed Offering of Senior Notes BALA CYNWYD, PA, February 3, 2004 - Pegasus Communications Corporation (NASDAQ: PGTV) today announced that its subsidiary, Pegasus Satellite Communications, Inc. (the "Company"), intends to offer, subject to market and other conditions, $100 million in aggregate principal amount of 11 1/4% senior notes due 2010, which will be issued pursuant to an existing indenture dated December 19, 2001, under which other notes are outstanding. The senior notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and to persons outside the United States under Regulations S of the Securities Act. The offering price and ultimate aggregate principal amount are to be determined. The Company plans to use the proceeds of the offering to consummate the cash tender offer of up to $100 million aggregate principal amount of specified series of outstanding debt securities maturing in 2005 through 2007, which commenced on January 26, 2004 (the "Offer") and the remainder, if any, for general corporate purposes. The securities to be offered will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws. This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of these securities, and shall not constitute an offer, solicitation, or sale in any state or jurisdiction in which such offer, solicitations or sale would be unlawful. The press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act. Safe Harbor Any statements which are not historical facts are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995, and will be considered forward-looking statements. Such forward- looking statements may be identified with words such as "we expect," "we predict," "we believe," "we project," "we anticipate," and similar expressions. Pegasus' actual results may differ materially from those expressed or indicated by forward-looking statements. There can be no assurance that these future events, including pending transactions, will occur as anticipated or that the Company's results will be as estimated. Factors which can affect our performance and future events are described in our filings with the Securities and Exchange Commission, and include the following: general economic and business conditions, nationally, internationally, and in the regions in which we operate; catastrophic events, including acts of terrorism; relationships with and events affecting third parties like DirecTV, Inc. and the National Rural Telecommunications Cooperative; litigation with DirecTV, Inc.; the recent change of control of DIRECTV, Inc.; demographic changes; existing government regulations and changes in, or the failure to comply with, government regulations; competition, including the provision of local channels by a competing direct satellite provider in markets where DirecTV does not offer local channels; the loss of any significant numbers of subscribers or viewers; changes in business strategy or development plans; the cost of pursuing new business initiatives; an expansion of land-based communications systems; technological developments and difficulties; our ability to obtain intellectual property licenses and to avoid committing intellectual property infringement; our ability to attract and retain qualified personnel; our significant indebtedness; and the availability and terms of capital to fund the expansion of our businesses. Persons are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Contact Information: Andrew Smith Pegasus Communications Corporation (610) 934-7000 andrew.smith@pgtv.com EX-99 4 psc_form8kexhibit992-020404.txt PEGASUS SATELLITE COMMUNICATIONS F8K EXHIBIT 992 Exhibit 99.2 Pegasus Satellite Communications, Inc. Reports Selected Fourth Quarter Results Bala Cynwyd, PA, February 3, 2004 - Pegasus Communications Corporation ("PCC") (NASDAQ: PGTV) today announced that its subsidiary, Pegasus Satellite Communications, Inc. ("PSC"), reported selected unaudited financial results for the three month period ended December 31, 2003. (Amounts and changes specified are for the three months ended December 31, 2003 compared to the same corresponding period in the prior year, unless indicated otherwise.) Direct broadcast satellite ("DBS") net revenues decreased $4.5 million, or 2.1%, to $212.8 million. DBS operating profit before depreciation and amortization increased $6.1 million, or 11.2%, to $59.9 million. DBS operating profit before depreciation and amortization as a percentage of DBS net revenues increased to 28.2% from 24.8%. DBS free cash flow increased $10.5 million, or 26.0%, to $50.7 million. PSC consolidated cash as of December 31, 2003 totaled $27.0 million and cash and liquidity, including $17.5 million available under our existing revolving credit arrangement, totaled $44.5 million. PCC consolidated cash as of December 31, 2003 totaled $82.9 million, and cash and liquidity, including $17.5 million available under our existing revolving credit arrangement, totaled $100.4 million. Non-GAAP Measure It is important to note that DBS free cash flow is a supplemental non-GAAP measure. DBS free cash flow is defined as DBS operating profit before depreciation and amortization less DBS deferred subscriber acquisition costs and DBS capital expenditures. We use DBS free cash flow: 1. as a measurement of liquidity generated by the DBS business and cash available to: a. fund our debt service; b. potentially fund equity dividends; and c. potentially fund other development projects. 2. in assessing our enterprise value and its growth thereof over time, especially as benchmarked against comparable companies in the industry; and 3. in measuring our leverage at various points throughout our capital structure, and improvements made to it over time, especially as benchmarked against comparable companies in the industry. We believe that investors, analysts, lenders, and other interested parties who follow our industry use DBS free cash flow for the same reasons that we do. Investors, analysts, lenders, and other interested parties who follow our industry rely on DBS free cash flow measures to make informed decisions, especially by benchmarking against comparable companies in the industry. Our ability to reinvest in the DBS business via investments in deferred SAC and capital expenditures, fund debt service of the enterprise, potentially fund equity dividends, and potentially fund other development projects is largely dependent upon our ability to generate DBS free cash flow. We believe that the limitation associated with the use of DBS free cash flow, as compared to net increase (decrease) in cash and cash equivalents, is the number of adjustments included in DBS free cash flow. However, we believe this limitation is not significant and mitigated by the fact that we reconcile DBS free cash flow to net increase (decrease) in cash and cash equivalents in our earnings press release and on our website. DBS free cash flow is not, and should not be considered, an alternative to net increase (decrease) in cash and cash equivalents, or any other measure for determining our liquidity, as determined under generally accepted accounting principles. Although free cash flow is a common measure used by other companies, our calculation of DBS free cash flow may not be comparable with that of others. A reconciliation of DBS free cash flow to its comparable GAAP measures is included in the attached financial tables. Supplemental detail supporting this reconciliation, can be found in the investor relations section of our website (www.pgtv.com). About Pegasus The Company provides digital satellite television to rural households throughout the United States. The Company also owns and/or operates television stations affiliated with CBS, FOX, UPN, and The WB networks. PEGASUS SATELLITE COMMUNICATIONS DBS OPERATING PROFIT BEFORE DEPRECIATION AND AMORTIZATION (in thousands) (unaudited) Three Months Ended Dec 31 2003 2002 ---- ---- DBS net revenues $ 212,832 $ 217,322 DBS operating expenses (excluding depreciation and amortization) (152,884) (163,424) ------------ ------------ DBS operating profit before depreciation and amortization $ 59,948 $ 53,898 ============ ============ DBS Operating profit before depreciation and amortization % to DBS net revenues 28.2% 24.8% PEGASUS SATELLITE COMMUNICATIONS DBS FREE CASH FLOW (in thousands) (unaudited) Three Months Ended Dec 31 2003 2002 ---- ---- DBS operating profit before depreciation and amortization $ 59,948 $ 53,898 Deferred subscriber acquisition costs (4,136) (6,767) DBS equipment capitalized and other capital expenditures (5,135) (6,916) ---------- ---------- DBS free cash flow (1) $ 50,677 $ 40,215 ========== ========== (1) DBS free cash flow is defined as DBS operating profit before depreciation and amortization less DBS deferred subscriber acquisition costs and DBS capital expenditures. DBS free cash flow is not, and should not be considered, an alternative to net increase (decrease) in cash and cash equivalents, or any other measure for determining our liquidity, as determined under generally accepted accounting principles. Although free cash flow is a common measure used by other companies, our calculation of DBS free cash flow may not be comparable with that of others. DBS free cash flow is reconciled to our net increase (decrease) to cash and cash equivalents on our website (www.pgtv.com). PEGASUS SATELLITE COMMUNICATIONS SELECTED DBS SEGMENT DATA (in thousands, except *) (unaudited) Three Months Ended Dec 31, 2003 2002 ---- ---- Subscribers - beginning of period 1,200 1,341 Gross additions 33 47 Churn (78) (80) ---------- ----------- Net subscriber loss (45) (33) ---------- ----------- Subscribers - end of period 1,155 1,308 ========== =========== Subscribers - average 1,180 1,323 Average revenue per subscriber, per month (ARPU)* $60.14 $54.75 Expensed subscriber acquisition costs per gross subscriber addition * $246 $230 Total subscriber acquisition costs per gross subscriber addition * $518 $521 Contact Information: Andrew Smith Pegasus Communications Corporation (610) 934-7000 andrew.smith@pgtv.com -----END PRIVACY-ENHANCED MESSAGE-----