-----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, WwqWQSBYC+yAFBQVLstXBUO3yGXqT6Ump8kt5eHh8UKOSwKP6fPL0Ls+8tWSlRep YVix4YrxUdgL+/DnvWpPAA== /in/edgar/work/20000629/0000950133-00-002754/0000950133-00-002754.txt : 20000920 0000950133-00-002754.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950133-00-002754 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 20000629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORBITAL SCIENCES CORP /DE/ CENTRAL INDEX KEY: 0000820736 STANDARD INDUSTRIAL CLASSIFICATION: [3812 ] IRS NUMBER: 061209561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 001-14279 FILM NUMBER: 665317 BUSINESS ADDRESS: STREET 1: 21700 ATLANTIC BLVD CITY: DULLES STATE: VA ZIP: 20166 BUSINESS PHONE: 7034065000 MAIL ADDRESS: STREET 1: 21700 ATLANTIC BLVD STREET 2: 21700 ATLANTIC BLVD CITY: DULLES STATE: VA ZIP: 20166 FORMER COMPANY: FORMER CONFORMED NAME: ORBITAL SCIENCES CORP II DATE OF NAME CHANGE: 19900212 10-Q/A 1 e10-qa.txt FORM 10-Q/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended MARCH 31, 1997 ORBITAL SCIENCES CORPORATION Commission file number 0-18287 DELAWARE 06-1209561 - ---------------------------------------- --------------------------- (State of Incorporation) (IRS Identification number) 21700 ATLANTIC BOULEVARD DULLES, VIRGINIA 20166 (703) 406-5000 - ---------------------------------------- --------------------------- (Address of principal executive offices) (Telephone number) The registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. As of April 30, 1997, 32,109,716 shares of the registrant's common stock were outstanding. 2 EXPLANATORY NOTE Orbital Sciences Corporation ("Orbital") has determined to restate its annual consolidated financial statements and its condensed consolidated quarterly financial statements for 1997, 1996 and 1995. This amendment includes in Item 1 such restated condensed consolidated financial statements and related footnotes thereto for the three months ended March 31, 1997, and 1996, and other information relating to such restated condensed consolidated financial statements. Item 2 includes Orbital's amended and restated discussion and analysis of financial condition and results of operations. Except for Items 1 and 2 and Exhibits 11 and 27, no other information included in the original report on Form 10-Q is amended by this amendment. For current information regarding risks, uncertainties and other factors that may affect Orbital's future performance, please see "Outlook: Issues and Uncertainties" included in Item 7 of Orbital's Annual Report on Form 10-K for the year ended December 31, 1999. 2 3 PART 1 FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ORBITAL SCIENCES CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED; IN THOUSANDS, EXCEPT SHARE DATA)
MARCH 31, DECEMBER 31, 1997 1996 --------- ---------- (RESTATED) (RESTATED) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 29,249 $ 27,923 Short-term investments, at market 10,022 5,827 Receivables, net 143,560 140,973 Inventories, net 23,459 27,159 Deferred income taxes and other assets 7,723 5,952 --------- --------- TOTAL CURRENT ASSETS 214,013 207,834 PROPERTY, PLANT AND EQUIPMENT, at cost, less accumulated depreciation and amortization of $71,607 and $68,161, respectively 98,479 101,699 SATELLITE SYSTEMS, AT COST, LESS ACCUMULATED depreciation of $1,593 and $1,373, respectively 27,907 25,189 INVESTMENTS IN AFFILIATES 87,644 88,394 GOODWILL, less accumulated amortization of $16,963 and $15,972, respectively 68,688 69,512 DEFERRED INCOME TAXES AND OTHER ASSETS 19,361 16,985 --------- --------- TOTAL ASSETS $ 516,092 $ 509,613 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Short-term borrowings and current portion of long-term obligations $ 41,352 $ 38,969 Accounts payable 29,272 26,611 Accrued expenses 41,296 40,019 Deferred revenues 34,965 31,180 --------- --------- TOTAL CURRENT LIABILITIES 146,885 136,779 LONG-TERM OBLIGATIONS, net of current portion 31,484 35,326 OTHER LIABILITIES 13,739 15,523 --------- --------- TOTAL LIABILITIES 192,108 187,628 NON-CONTROLLING INTERESTS IN NET ASSETS OF CONSOLIDATED SUBSIDIARIES (2,356) (1,810) COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Preferred Stock, par value $.01; 10,000,000 shares authorized Series A Special Voting Preferred Stock, one share authorized and outstanding -- -- Class B Preferred Stock, 10,000 shares authorized and outstanding -- -- Common Stock, par value $.01; 40,000,000 shares authorized, 32,209,013 and 32,160,598 shares outstanding, after deducting 15,735 shares held in treasury 322 322 Additional paid-in capital 324,034 323,592 Unrealized gains (losses) on short-term investments (6) 14 Cumulative translation adjustment (3,865) (3,681) Retained earnings 5,855 3,548 --------- --------- Total stockholders' equity 326,340 323,795 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 516,092 $ 509,613 ========= =========
See accompanying notes to condensed consolidated financial statements. 3 4 ORBITAL SCIENCES CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED; IN THOUSANDS, EXCEPT SHARE DATA)
FOR THE THREE MONTHS ENDED MARCH 31, -------------------------------- 1997 1996 ------------ ------------ (RESTATED) (RESTATED) REVENUES $ 113,273 $ 104,801 Costs of goods sold 83,255 71,738 ------------ ------------ GROSS PROFIT 30,018 33,063 Research and development expenses 8,020 6,904 Selling, general and administrative expenses 18,320 19,903 Amortization of goodwill 742 798 ------------ ------------ INCOME FROM OPERATIONS 2,936 5,458 Net investment income (expense) 424 (178) Equity in earnings (losses) of affiliates (1,378) (2,242) Non-controlling interests in (earnings) losses of consolidated subsidiaries 621 257 ------------ ------------ INCOME BEFORE PROVISION FOR INCOME TAXES 2,603 3,295 Provision for income taxes 296 330 ------------ ------------ NET INCOME $ 2,307 $ 2,965 ============ ============ NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE $ 0.07 $ 0.11 ============ ============ Shares used in computing net income per common and common equivalent share 32,819,432 27,154,259 ============ ============ NET INCOME PER COMMON SHARE, ASSUMING FULL DILUTION $ 0.07 $ 0.11 ============ ============ Shares used in computing net income per common share, assuming full dilution 32,819,432 31,050,110 ============ ============
See accompanying notes to condensed consolidated financial statements. 4 5 ORBITAL SCIENCES CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED; IN THOUSANDS)
FOR THE THREE MONTHS ENDED MARCH 31, ------------------------ 1997 1996 -------- -------- (RESTATED) (RESTATED) CASH FLOWS FROM OPERATING ACTIVITIES: NET INCOME $ 2,307 $ 2,965 ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES: Depreciation and amortization expenses 6,462 6,117 Equity in losses of affiliates 1,378 2,242 Non-controlling interests in losses of consolidated subsidiaries (621) (257) Foreign currency translation adjustment (184) (393) CHANGES IN ASSETS AND LIABILITIES: (Increase) decrease in current and other non-current assets (6,338) (13,352) Increase (decrease) in current and other non-current liabilities 6,162 (11,044) -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 9,166 (13,722) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (3,018) (4,056) Investments in satellite systems (1,738) (1,603) Purchases, sales and maturities of available-for-sale investment securities, net (4,215) 8,543 Investments in affiliates (552) (7,494) -------- -------- NET CASH USED IN INVESTING ACTIVITIES (9,523) (4,610) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Short-term borrowings, net of repayments 3,350 12,700 Principal payments on long-term obligations (2,109) (3,452) Net proceeds from issuances of common stock to employees 442 429 -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 1,683 9,677 -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,326 (8,655) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 27,923 15,317 -------- -------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 29,249 $ 6,662 ======== ========
See accompanying notes to condensed consolidated financial statements. 5 6 ORBITAL SCIENCES CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1997 AND 1996 (UNAUDITED) BASIS OF PRESENTATION In the opinion of management, the accompanying unaudited interim financial information reflects all adjustments, consisting of normal recurring accruals, necessary for a fair presentation thereof. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the Securities and Exchange Commission (the "Commission"). Although the company believes that the disclosures provided are adequate to make the information presented not misleading, these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the footnotes thereto included in the company's Annual Report on Form 10-K/A for the year ended December 31, 1996. Operating results for the three-month period ended March 31, 1997 are not necessarily indicative of the results expected for the full year. Orbital Sciences Corporation is hereafter referred to as "Orbital" or the "company." (1) RESTATEMENT Management has determined to restate its previously issued consolidated financial statements for 1997 and 1996 with respect to its accounting treatment for certain matters, including among other things, its accounting for equity method investments, capitalized costs and certain other matters. For a full description of the restatement matters, refer to Notes 1A and 14 to the company's consolidated financial statements included in the company's 1997 Annual Report on Form 10-K/A previously filed with the Commission. The effect of the restatement matters on the company's previously reported revenues, gross profit, income (loss) from operations, net income (loss) and net income (loss) per common and dilutive share for the periods is as follows:
QUARTER ENDED QUARTER ENDED (in thousands, expect share data) MARCH 31, 1997 MARCH 31, 1996 --------------- --------------- RESTATED: Revenues $ 113,273 $ 104,801 Gross profit 30,018 33,063 Income from operations 2,936 5,458 Net income 2,307 2,965 Net income per common share 0.11 0.07 Net income per common share, assuming dilution 0.07 0.11 AS PREVIOUSLY REPORTED: Revenues $ 122,112 $ 104,894 Gross profit 33,678 32,312
6 7
QUARTER ENDED QUARTER ENDED MARCH 31, 1997 MARCH 31, 1996 -------------- -------------- Income from operations 6,047 5,872 Net income 5,094 3,128 Net income per common share 0.16 0.12 Net income per common share, assuming dilution 0.16 0.12
(2) COMMON STOCK AND INCOME PER SHARE Income per common and common equivalent share ("primary EPS") is calculated using the weighted average number of common and common equivalent shares, to the extent dilutive, outstanding during the periods. Income per common share assuming full dilution ("fully-diluted EPS") is calculated using the weighted average number of common and common equivalent shares outstanding during the periods. Any reduction of less than three percent in the aggregate has not been considered dilutive in the calculation and presentation of income per common share assuming full dilution. In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128 ("SFAS No. 128"), "Earnings Per Share." SFAS No. 128 provides new procedures for the computation, presentation and disclosure of primary EPS and fully-diluted EPS, simplifying the calculations and making them more comparable with international accounting standards. Pursuant to SFAS No. 128, the company will adopt the new requirements in the fourth quarter of 1997, restating all prior periods. The company expects that the adoption of SFAS No. 128 will not materially impact 1997 EPS or previously reported amounts. (3) INCOME TAXES The company has recorded its interim income tax provision based on estimates of the company's effective tax rate expected to be applicable for the full fiscal year. Estimated effective rates recorded during interim periods may be periodically revised, if necessary, to reflect current estimates. (4) RECLASSIFICATIONS Certain reclassifications have been made to the 1996 condensed consolidated financial statements to conform to the 1997 condensed consolidated financial statement presentation. (5) SUBSEQUENT EVENTS On May 8, 1997, the company's subsidiary, Orbital Imaging Corporation ("ORBIMAGE"), completed a private placement of 300,100 shares of convertible preferred stock, raising approximately $30,010,000. On that date, Orbital also increased its common equity investment in ORBIMAGE, bringing its total equity invested to approximately $88,000,000. Pursuant to the terms of the sale of the preferred stock, Orbital no longer controls ORBIMAGE's financial and operational affairs and, accordingly, will no longer consolidate ORBIMAGE's financial results. 7 8 On May 7, 1997, the company borrowed $25,000,000 from a syndicate of six banks under a six-month credit facility. The facility bears interest at approximately 8.25%, and expires on October 24, 1997. 8 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 1997 AND 1996 Statements included in this discussion relating to future revenues, sales, expenses, growth rates, net income, new business, operational performance, schedules, sources and uses of funds, and the level of the company's investment in satellite imaging projects and the ORBCOMM business are forward-looking statements that involve risks and uncertainties. Factors that may cause the actual results, performance or achievements of the company to differ materially from any future results, performance, achievements, or investments expressed or implied by such forward-looking statements include, among other things, general and economic business conditions, launch success, product performance, availability of required capital, market acceptance of new products and technologies and other factors more fully described in Exhibit 99 previously filed to this Report on Form 10-Q/A. The company's products and services are grouped into three business sectors: Space and Ground Infrastructure Systems, Satellite Access Products, and Satellite-Delivered Services. Space and Ground Infrastructure includes Launch Systems, Satellites, Electronics and Sensor Systems, and Ground Systems. The company's Satellite Access Products sector consists of satellite-based navigation and communications products. The company's Satellite-Delivered Services sector includes satellite-based, two-way mobile data communications services and satellite-based imagery services. Certain of the 1997 and 1996 financial information has been restated. See Note 1 to the condensed consolidated financial statements. REVENUES. Orbital's revenues for the three-month periods ended March 31, 1997 and 1996 were $113,273,000 and $104,801,000, respectively. Space and Ground Infrastructure Systems Revenues from the company's Space and Ground Infrastructure Systems totaled $97,360,000 and $81,568,000 for the three months ended March 31, 1997 and 1996, respectively. Revenues from the company's launch systems increased to $27,054,000 in the first quarter of 1997, from $19,240,000 in the first quarter of 1996. The significant increase in revenues in 1997 compared to a year ago is attributable to increased revenues from the company's Taurus launch vehicle program, and from the resumption of production and launch of the company's Pegasus launch vehicle. Additionally, the company generated significantly more revenues in the 1997 first quarter for work performed on the X-34 reusable launch vehicle. For the three months ended March 31, 1997, satellite revenues increased to $24,802,000 from $22,541,000 in the first quarter of 1996. The increase in satellite sales is primarily 9 10 due to additional revenues generated from new satellite orders received in the second half of 1996. Revenues for the three months ended March 31, 1997 include sales to ORBCOMM Global, L.P. ("ORBCOMM"), a Delaware limited partnership in which Orbital holds a 50% equity interest, of $11,500,000 as compared to first quarter 1996 sales to ORBCOMM of $13,700,000, Revenues from electronics and sensor systems and transportation management systems were approximately $28,066,000 for the three months ended March 31, 1997 as compared to $16,482,000 in the comparable 1996 period. The significant increase in revenues is primarily a result of work performed on defense electronics and transportation management systems orders received during the second half of 1996. Revenues from the company's ground systems products were $17,438,000 in the first quarter of 1997 as compared to $23,305,000 in the 1996 quarter. The 1996 first quarter revenues include approximately $4,500,000 of sales generated by the company's former subsidiary, The PSC Communications Group Inc. ("PSC"); the company sold substantially all the assets of PSC during the fourth quarter of 1996. The remaining slight decrease in ground systems products revenues during the first quarter of 1997 is primarily a result of the company nearing completion of a large defense contract for the Canadian government. Satellite Access Products Revenues from sales of navigation and communications products decreased to $15,646,000 for the 1997 first quarter as compared to $22,768,000 for the comparable 1996 period. The first quarter of 1996 reflected strong sales resulting from the company closing out a large number of orders that could not be completed in the previous quarter (fourth quarter of 1995) due to a shortage of available components. Revenues for the first quarter of 1997 are generally consistent with, or higher than, the immediately preceding two quarters. The company anticipates the introduction of several new navigation and communications products during the remainder of 1997. Satellite-Delivered Services The company's ORBCOMM and ORBIMAGE start-up businesses generated service revenues of approximately $267,000 in the 1997 first quarter as compared to $465,000 in the first quarter of 1996. GROSS PROFIT. Gross profit depends on a number of factors, including the company's mix of contract types and costs incurred thereon in relation to estimated costs. The company's gross profit for the first quarter of 1997 was $30,018,000 as compared to $33,063,000 in the 1996 first quarter. Gross profit margin as a percentage of sales for those periods was approximately 27% and 32%, respectively. The decreased gross profit margin as a percentage of sales in 1997 is primarily attributable to completing work on certain lower margin launch vehicle contracts and to increased revenues generated from lower margin transportation management systems products. 10 11 RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses represent Orbital's self-funded product development activities, and exclude direct customer-funded development. Research and development expenses during the three-month periods ended March 31, 1997 and 1996 were $8,020,000 and $6,904,000, respectively. Research and development expenses in both quarters relate primarily to the development of new or improved navigation and communications products, improved launch vehicles and new satellite initiatives. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses include the costs of marketing, advertising, promotional and other selling expenses as well as the costs of the finance, administrative and general management functions of the company. Selling, general and administrative expenses for the first quarters of 1997 and 1996 were $18,320,000 (or 16% of revenues) and $19,903,000 (or 19% of revenues), respectively. The decrease in selling, general and administrative expenses as a percentage of revenues during 1997 as compared to 1996 was primarily attributable to substantial revenue growth, particularly in launch vehicles and defense electronics, with only a modest growth in selling, general and administrative expenses. INTEREST INCOME AND INTEREST EXPENSE. Net interest income was $424,000 for the three months ended March 31, 1997 as compared to net interest expense of $178,000 in the 1996 first quarter. Interest income for the periods reflects interest earnings on short-term investments. Interest expense in 1997 is primarily for outstanding amounts on Orbital's revolving credit facilities and on other secured and unsecured debt. In 1996, interest expense included interest on the company's convertible debentures, which were converted to common stock in August 1996. Interest expense has been reduced by capitalized interest of $1,499,000 and $2,005,000 in 1997 and 1996, respectively. EQUITY IN EARNINGS (LOSSES) OF AFFILIATES AND NON-CONTROLLING INTERESTS IN CONSOLIDATED SUBSIDIARIES. Equity in earnings (losses) of affiliates and non-controlling interests in (earnings) losses of consolidated subsidiaries for the first quarters of 1997 and 1996 were ($757,000) and ($1,985,000), respectively. These amounts primarily represent (i) elimination of 50% of the profits on sales of infrastructure products to ORBCOMM, (ii) the company's pro rata share of ORBCOMM's and ORBCOMM International Partners L.P.'s current period earnings and losses and (iii) non-controlling shareholders' pro rata share of ORBCOMM USA L.P.'s current period earnings and losses. Based on the terms of the sale of ORBIMAGE preferred stock discussed below, the company will record ORBIMAGE's start-up losses as Equity in Losses of Affiliates beginning in the second quarter of 1997. 11 12 PROVISION FOR INCOME TAXES. The company recorded an income tax provision of $296,000 and $330,000 for the three month periods ended March 31, 1997 and 1996, respectively. The company records its interim income tax provisions based on estimates of the company's effective tax rate expected to be applicable for the full fiscal year. Estimated effective rates recorded during interim periods may be periodically revised, if necessary, to reflect current estimates. LIQUIDITY AND CAPITAL RESOURCES The company's growth has required substantial capital to fund both an expanding business base and significant research and development and capital expenditures. The company has funded these requirements to date, and expects to fund its requirements in the future, through cash generated by operations, working capital, loan facilities, asset-based financings, joint venture arrangements, and private and public equity and debt offerings. Additionally, the company has historically made strategic acquisitions of businesses and routinely evaluates potential acquisition candidates. The company expects to continue to pursue potential acquisitions that it believes would enhance its businesses. The company has historically financed its acquisitions, and expects to finance its future acquisitions, through cash on hand, cash generated by operations, the issuance of debt and/or equity securities, and/or asset-based financings. Cash, cash equivalents and short-term investments were $39,271,000 at March 31, 1997, and the company had short-term and long-term debt obligations outstanding of approximately $72,836,000. The outstanding debt relates primarily to advances under the company's line of credit facilities, secured and unsecured notes, and fixed asset financings. Orbital's $20,000,000 unsecured note agreement was amended during the first quarter of 1997 primarily to permit future investments by the company in ORBIMAGE. In connection with this amendment, the interest rate on the note was increased from 11-1/2% to 12% effective March 31, 1997. The company's primary revolving credit facility provides for total borrowings from an international syndicate of six banks ("credit facility bank group") of up to $65,000,000, subject to a defined borrowing base comprised of certain contract receivables. Approximately $5,000,000 of borrowings were outstanding under the facility at March 31, 1997, and the available facility limit was approximately $31,000,000. At March 31, 1997, the average interest rate on outstanding borrowings under this facility was approximately 7.75%. Borrowings are secured by contract receivables and certain other assets. The facility prohibits the payment of dividends and contains certain covenants with respect to the company's working capital, fixed charge ratio, leverage ratio and tangible net worth, and expires in September 1997. The company is currently in discussions with the credit facility bank group to replace the credit facility with a new facility which would include similar terms and provide an increased borrowing capacity. The company (or its subsidiaries) also maintains two additional, smaller revolving credit 12 13 facilities, under which approximately $29,500,000 was outstanding March 31, 1997. The borrowing capacity of the two additional agreements is approximately $35,000,000. The company's operations provided net cash of approximately $9,166,000 in the first quarter of 1997. The company expects quarterly cash provided by operations during the remainder of 1997 to be significantly less than the amount achieved during the first quarter. During the first quarter, the company invested approximately $552,000 in ORBCOMM (consisting solely of capitalized interest costs), incurred $1,738,000 in capital expenditures related to ORBIMAGE, and incurred approximately $3,018,000 in capital expenditures for office equipment. On May 8, 1997, the company's subsidiary, ORBIMAGE, completed a private placement of 300,100 shares of convertible preferred stock, raising approximately $30,010,000. On that date, Orbital also increased its common equity investment in ORBIMAGE, bringing its total equity to approximately $88,000,000. ORBIMAGE currently expects that it will require approximately $65,000,000 in additional financing to fully fund its current business plan. To the extent some or all of the additional funding can not be raised, Orbital has agreed to provide up to $50,000,000 (up to $30,000,000 by December 31, 1997 and up to $20,000,000 by June 30, 1998) for two different classes of preferred stock. On May 7, 1997, the company borrowed $25,000,000 under a six-month credit facility from the credit facility bank group. The facility bears interest at approximately 8.25%, and expires on October 24, 1997. The company anticipates repaying the loan with proceeds from an expanded revolving credit facility with the same bank group. Orbital expects that its capital needs for the remainder of 1997 will in part be provided by working capital, cash flows from operations, existing and planned credit facilities, customer financings and operating lease arrangements. The company may also consider new debt financings to realign its debt structure and to fund its currently planned operations and capital requirements through 1997. 13 14 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not applicable. ITEM 2. CHANGES IN SECURITIES Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. ITEM 5. OTHER INFORMATION Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits - A complete listing of exhibits required is given in the Exhibit Index that precedes the exhibits filed with this report. (b) Not applicable. 14 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-Q/A to be signed on its behalf by the undersigned there unto duly authorized. ORBITAL SCIENCES CORPORATION DATED: June 28, 2000 By: /s/ JEFFEREY V. PIRONE ------------------------------------------- Jeffrey V. Pirone, Executive Vice President and Chief Financial Officer 15 16 EXHIBIT INDEX The following exhibits are filed as part of this report. Exhibit No Description 10.2.4 Fourth Amendment to NWML Note Agreement, dated as of March 31, 1997 (previously filed). 10.15.1 Amendment No. 1 to Restated Master Agreement, restated as of September 12, 1995, by and among the Company, OCC, Teleglobe Inc. and Teleglobe Mobile Partners filed on August 30, 1996 (previously filed). 10.19 Orbital Sciences Corporation 1997 Stock Option and Incentive Plan (previously filed). 11 Statement re: Computation of Earnings Per Share (transmitted herewith). 27 Financial Data Schedule (such schedule is furnished for the information of the Securities and Exchange Commission and is not to be deemed "filed" as part of the Form 10-Q, or otherwise subject to the liabilities of Section 18 of the Securities Exchange Act of 1934) (transmitted herewith). 99 Important Factors Regarding Forward-Looking Statements (previously filed). 16 EX-27 2 ex27.txt FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF EARNINGS AT AND FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS DEC-31-1996 JAN-01-1997 MAR-31-1997 29,249 10,022 145,162 (1,602) 23,459 214,013 170,086 (71,607) 516,092 146,885 31,484 0 0 322 326,018 516,092 113,273 113,273 83,255 83,255 0 142 356 2,603 296 2,307 0 0 0 2,307 0.07 0.07
EX-11 3 ex11.txt COMPUTATION OF EARNINGS PER SHARE 1 Exhibit 11 STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
FOR THE THREE MONTHS ENDED MARCH 31, 1997 (Restated) ------------------------------------------------- ASSUMING PRIMARY FULL DILUTION ----------------- ----------------- Weighted average of outstanding shares 32,172,963 32,172,963 Common equivalent shares: Outstanding stock options 646,469 646,469 Other potentially dilutive securities: N/A N/A ----------------- ----------------- Shares used in computing net income per share 32,819,432 32,819,432 ================= ================= Net income $ 2,307,000 $ 2,307,000 Adjustments assuming full dilution: N/A N/A ================= ================= Net income $ 2,307,000 $ 2,307,000 ================= ================= Net income per share $ 0.07 $ 0.07 Dilution percentage assuming full dilution (1) N/A 0.0% Net income per share $ 0.07 $ 0.07 ================= =================
NOTES: (1) Dilution caused by common stock equivalents and other potentially dilutive securities that is less than 3% is considered immaterial, and only primary earnings per share is presented in the accompanying condensed consolidated statement of earnings. Note- Subsidiary stock options that enable holders to obtain the subsidiary's common stock pursuant to effective stock option plans are included in computing the subsidiary's earnings per share, to the extent dilutive. These earnings per share data are included in the company's per share computations, to the extent dilutive, based on the Company's holdings of the subsidiary's stock. For the three months ended March 31, 1997, all such subsidiary stock options were anti-dilutive. 17 -----END PRIVACY-ENHANCED MESSAGE-----