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Quotes & Info
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| VSAT > SEC Filings for VSAT > Form 10-Q on 11-Feb-2009 | All Recent SEC Filings |
11-Feb-2009
Quarterly Report
• Information security and assurance products and services, which enable military and government users to communicate secure information over secure and non-secure networks, and
• Government satellite communication systems and products, including UHF DAMA satellite communications products consisting of modems, terminals and network control systems, and innovative broadband solutions to government customers to increase available bandwidth using existing satellite capacity.
Serving government customers with cost-effective products and solutions continues to be a critical and core element of our overall business strategy.
Commercial Networks
Our commercial networks segment offers an end-to-end capability to provide
customers with a broad range of satellite communication and other wireless
communications equipment solutions, including:
• Consumer broadband products and solutions to customers based on DOCSIS® or
DVB-RCS technology,
• Mobile broadband products and systems for airborne, maritime and ground mobile broadband applications,
• Enterprise Very Small Aperture Terminal (VSAT) networks products,
• Satellite networking systems design and technology development, and
• Antenna systems for commercial and defense applications.
With expertise in commercial satellite network engineering, gateway
construction, and remote terminal manufacturing for all types of interactive
communications services, we have the ability to take overall responsibility for
designing, building, initially operating, and then handing over a fully
operational, customized satellite network serving a variety of markets and
applications. In addition, based on our advanced satellite technology and
systems integration experience, we have developed products addressing five key
broadband markets: enterprise, consumer, in-flight, maritime and ground mobile
applications.
Satellite Services
Our satellite services segment encompasses three primary areas: managed
broadband services, mobile broadband services and wholesale bandwidth services.
For everyday enterprise networking or backup protection for primary networks,
our managed broadband service provides a combination of terrestrial and
satellite connections through an around-the-clock call center and network
management operation to ensure customer network availability and reliable
digital satellite communications. Our mobile broadband service includes network
management services for our customers who utilize our Arclight-based mobile
communication systems or our network management center. In 2008, we began
construction of a high speed Ka-band satellite system in order to provide
wholesale broadband and other services over North America. We currently plan to
launch this satellite in the first half of 2011 and introduce service later in
2011.
Sources of Revenues
To date, our ability to grow and maintain our revenues has depended on our
ability to identify and target markets where the customer places a high priority
on the technology solution, and our ability to obtain additional sizable
contract awards. Due to the nature of this process, it is difficult to predict
the probability and timing of obtaining awards in these markets.
Our products are provided primarily through three types of contracts:
fixed-price, time-and-materials and cost-reimbursement contracts. Fixed-price
contracts, which require us to provide products and services under a contract at
a specified price, comprised approximately 86.8% and 86.5% of our revenues for
the three months ended January 2, 2009 and December 28, 2007, respectively, and
86.1% and 85.0% of our revenues for the nine months ended January 2, 2009 and
December 28, 2007, respectively. The remainder of our annual revenue was derived
from cost-reimbursement contracts (under which we are reimbursed for all actual
costs incurred in performing the contract to the extent such costs are within
the contract ceiling and allowable under the terms of the contract, plus a fee
or profit) and from time-and-materials contracts (which reimburse us for the
number of labor hours expended at an established hourly rate negotiated in the
contract, plus the cost of materials utilized in providing such products or
services).
Historically, a significant portion of our revenues has been derived from
contracts for the research and development of products. The research and
development efforts are conducted in direct response to the customer's specific
requirements and, accordingly, expenditures related to such efforts are included
in cost of sales when incurred and the related funding (which includes a profit
component) is included in revenues. Revenues for our funded research and
development were approximately $28.9 million or 19.2% and $29.9 million or 19.7%
of our revenues in the three months ended January 2, 2009 and December 28, 2007,
respectively. Revenues for our funded research and development were
approximately $93.3 million or 20.2% and $89.5 million or 21.0% of our revenues
in the nine months ended January 2, 2009 and December 28, 2007, respectively.
We also incur independent research and development expenses, which are not
directly funded by a third party. Independent research and development expenses
consist primarily of salaries and other personnel-related expenses, supplies,
prototype materials, testing and certification related to research and
development programs. Independent research and development expenses were
approximately 4.7% and 5.5% of revenues during the three months ended January 2,
2009 and December 28, 2007, respectively, and 5.1% and 5.7% of revenues during
the nine months ended January 2, 2009 and December 28, 2007, respectively. As a
government contractor, we are able to recover a portion of our independent
research and development expenses pursuant to our government contracts.
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States requires us
to make judgments, assumptions, and estimates that affect the amounts reported
in our condensed consolidated financial statements and accompanying notes. We
consider the policies discussed below to be critical to an understanding of our
financial statements because their application places the most significant
demands on management's judgment, with financial reporting results relying on
estimation about the effect of matters that are inherently uncertain. We
describe the specific risks for these critical accounting policies in the
following paragraphs. For all of these policies, we caution that future events
rarely develop exactly as forecast, and the best estimates routinely require
adjustment.
Revenue recognition
A substantial portion of our revenues are derived from long-term contracts
requiring development and delivery of complex equipment built to customer
specifications. Sales related to these contracts are accounted for under the
percentage-of-completion method of accounting under the American Institute of
Certified Public Accountants' Statement of Position 81-1 (SOP 81-1), "Accounting
for Performance of Construction-Type and Certain Production-Type Contracts."
Sales and earnings under these contracts are recorded either based on the ratio
of actual costs incurred to date to total estimated costs expected to be
incurred related to the contract or as products are shipped under the
units-of-delivery method.
The percentage-of-completion method of accounting requires management to
estimate the profit margin for each individual contract and to apply that profit
margin on a uniform basis as sales are recorded under the contract. The
estimation of profit margins requires management to make projections of the
total sales to be generated and the total costs that will be incurred under a
contract. These projections require management to make numerous assumptions and
estimates relating to items such as the complexity of design and related
development costs, performance of subcontractors, availability and cost of
materials, labor productivity and cost, overhead and capital costs, and
manufacturing efficiency. These contracts often include purchase options for
additional quantities and customer change orders for additional or revised
product functionality. Purchase options and change orders are accounted for
either as an integral part of the original contract or separately depending upon
the nature and value of the item. For contract claims or similar items, we apply
judgment in estimating the amounts and assessing the potential for realization.
These amounts are only included in contract value when they can be reliably
estimated and realization is considered probable. Anticipated losses on
contracts are recognized in full in the period in which losses become probable
and estimable. During the three months ended January 2, 2009 and December 28,
2007, we recorded losses of approximately $0.2 million and $3.0 million,
respectively, related to loss contracts. During the nine months ended January 2,
2009 and December 28, 2007, we recorded losses of approximately $1.6 million and
$6.5 million, respectively, related to loss contracts.
Assuming the initial estimates of sales and costs under a contract are
accurate, the percentage-of-completion method results in the profit margin being
recorded evenly as revenue is recognized under the contract. Changes in these
underlying estimates due to revisions in sales and future cost estimates or the
exercise of contract options may result in profit margins being recognized
unevenly over a contract as such changes are accounted for on a cumulative basis
in the period estimates are revised.
We believe we have established appropriate systems and processes to enable us
to reasonably estimate future cost on our programs through regular quarterly
evaluations of contract costs, scheduling and technical matters by business unit
personnel and management. Historically, in the aggregate, we have not
experienced significant deviations in actual costs from estimated program costs,
and when deviations that result in significant adjustments arise, we would
disclose the related impact in Management's Discussion and Analysis of Financial
Condition and Results of Operations. However, these estimates require
significant management judgment and a significant change in future cost
estimates on one or more programs could have a material effect on our results of
operations. A one percent variance in our future cost estimates on open
fixed-price contracts as of January 2, 2009 would change our income before
income taxes by approximately $0.4 million.
We also have contracts and purchase orders where revenue is recorded on
delivery of products in accordance with Staff Accounting Bulletin No. 104 (SAB
104), "Revenue Recognition." In this situation, contracts and customer purchase
orders are used to determine the existence of an arrangement. Shipping documents
and customer acceptance, when applicable, are used to verify delivery. We assess
whether the sales price is fixed or determinable based on the payment terms
associated with the transaction and whether the sales price is subject to refund
or adjustment, and assess collectability based primarily on the creditworthiness
of the customer as determined by credit checks and analysis, as well as the
customer's payment history.
When a sale involves multiple elements, such as sales of products that
include services, the entire fee from the arrangement is allocated to each
respective element based on its relative fair value in accordance with EITF
00-21, "Accounting for Multiple Element Revenue Arrangements," and recognized
when the applicable revenue recognition criteria for each element has been met.
The amount of product and service revenue recognized is impacted by our
judgments as to whether an arrangement includes multiple elements and, if so,
whether sufficient objective and reliable evidence of fair value exists for
those elements. Changes to the elements in an arrangement and our ability to
establish evidence for those elements could affect the timing of revenue
recognition.
Accounting for stock-based compensation
We grant options to purchase our common stock and award restricted stock
units to our employees and directors under our equity compensation plans.
Eligible employees can also purchase shares of our common stock at 85% of the
lower of the fair market value on the first or the last day of each six-month
offering period under our employee stock purchase plan. The benefits provided
under these plans are stock-based payments subject to the provisions of revised
SFAS 123R, "Share-Based Payment." Stock-based compensation expense recognized
under SFAS 123R for the three months ended January 2, 2009 and December 28, 2007
was $2.5 million and $1.9 million, respectively. Stock-based compensation
expense recognized under SFAS 123R for the nine months ended January 2, 2009 and
December 28, 2007 was $7.6 million and $5.6 million, respectively. At January 2,
2009, total unrecognized estimated compensation cost, net of estimated
forfeitures, related to unvested stock options and restricted stock units was
$7.5 million and $14.6 million, respectively, which are expected to be
recognized over a weighted average period of 2.3 years and 3.0 years,
respectively. At January 2, 2009, there was no unrecognized estimated
compensation cost related to our employee stock purchase plan.
Allowance for doubtful accounts
We make estimates of the collectability of our accounts receivable based on
historical bad debts, customer creditworthiness and current economic trends when
evaluating the adequacy of the allowance for doubtful accounts. Historically,
our bad debts have been minimal; a contributing factor to this is that a
significant portion of our sales has been to the United States government. More
recently, commercial customers have comprised a larger part of our revenues. Our
accounts receivable balance was $166.1 million, net of allowance for doubtful
accounts of $0.3 million, and $155.5 million, net of allowance for doubtful
accounts of $0.3 million, as of January 2, 2009 and March 28, 2008,
respectively.
Warranty reserves
We provide limited warranties on our products for periods of up to five
years. We record a liability for our warranty obligations when products are
shipped or they are included in long-term construction contracts based upon an
estimate of expected warranty costs. Amounts expected to be incurred within
12 months are classified as a current liability. For mature products, the
warranty cost estimates are based on historical experience with the particular
product. For newer products that do not have a history of warranty costs, we
base our estimates on our experience with the technology involved and the types
of failures that may occur. It is possible that our underlying assumptions will
not reflect the actual experience, and in that case, future adjustments will be
made to the recorded warranty obligation.
Goodwill and other intangible assets
We account for our goodwill under SFAS 142, "Goodwill and Other Intangible
Assets." The SFAS 142 goodwill impairment model is a two-step process. First, it
requires a comparison of the book value of net assets to the fair value of the
reporting units that have goodwill assigned to them. Reporting units within our
government systems and commercial network segments have goodwill assigned to
them. If the fair value is determined to be less than book value, a second step
is performed to compute the amount of the impairment. In this process, a fair
value for goodwill is estimated, based in part on the fair value of the
reporting unit used in the first step, and is compared to its carrying value.
The shortfall of the fair value below carrying value, if any, represents the
amount of goodwill impairment. We test goodwill for impairment during the fourth
quarter every fiscal year, and when an event occurs or circumstances change such
that it is reasonably possible that an impairment may exist.
We estimate the fair values of the related operations using discounted cash
flows and other indicators of fair value. We base the forecast of future cash
flows on our best estimate of the future revenues and operating costs, which we
derive primarily from existing firm orders, expected future orders, contracts
with suppliers, labor agreements, and general market conditions. Changes in
these forecasts could cause a particular reporting unit to either pass or fail
the first step in the SFAS 142 goodwill impairment model, which could
significantly influence whether a goodwill impairment needs to be recorded. We
adjust the cash flow forecasts by an appropriate discount rate derived from our
market capitalization plus a suitable control premium at the date of evaluation.
Property, equipment and satellite
Equipment, computers and software, furniture and fixtures and our satellite
under construction are recorded at cost, net of accumulated depreciation. Costs
are capitalized as incurred and for our satellite include construction, launch
and insurance. Satellite construction costs, including launch services and
insurance, are generally procured under long-term contracts that provide for
payments by us over the contract periods. Satellite construction and launch
services costs are capitalized to reflect progress toward completion, which
typically coincides with contract milestone payment schedules. Insurance
premiums related to satellite launches and subsequent in-orbit testing are
capitalized and amortized over the estimated useful lives of the satellite.
Performance incentives payable in future periods are dependent on the continued
satisfactory performance of the satellite in service.
Impairment of long-lived assets (property, equipment and satellite and other
intangible assets)
In accordance with SFAS No. 144 (SFAS 144) "Accounting for the Impairment or
Disposal of Long-Lived Assets," we assess potential impairments to our
long-lived assets, including property, equipment and satellite and other
intangible assets, when there is evidence that events or changes in
circumstances indicate that the carrying value may not be recoverable. We
recognize an impairment loss when the undiscounted cash flows expected to be
generated by an asset (or group of assets) are less than the asset's carrying
value. Any required impairment loss would be measured as the amount by which the
asset's carrying value exceeds its fair value, and would be recorded as a
reduction in the carrying value of the related asset and charged to results of
operations. We have not identified any such impairment.
Income taxes
Management evaluates the realizability of our deferred tax assets and
assesses the need for a valuation allowance on a quarterly basis. In accordance
with SFAS 109, "Accounting for Income Taxes," net deferred tax assets are
reduced by a valuation allowance if, based on all the available evidence, it is
more likely than not that some or all of the deferred tax assets will not be
realized.
On March 31, 2007, we adopted the provisions of FIN 48, "Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109." FIN
48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with SFAS 109. FIN 48 prescribes
a recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return, and provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosure and transition. For those
benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. The amount recognized is
measured as the largest amount of benefit that has a greater than fifty percent
likelihood of being realized upon ultimate settlement.
We are subject to income taxes in the United States and numerous foreign
jurisdictions. In the ordinary course of business, there are calculations and
transactions where the ultimate tax determination is uncertain. In addition,
changes in tax laws and regulations as well as adverse judicial rulings could
adversely affect the income tax provision. We believe we have adequately
provided for income tax issues not yet resolved with federal, state and foreign
tax authorities. However, if these provided amounts prove to be more than what
is necessary, the reversal of the reserves would result in tax benefits being
recognized in the period in which we determine that provision for the
liabilities is no longer necessary. If an ultimate tax assessment exceeds our
estimate of tax liabilities, an additional charge to expense would result.
Results of Operations
The following table presents, as a percentage of total revenues, income
statement data for the periods indicated.
Three months ended Nine months ended
January 2, 2009 December 28, 2007 January 2, 2009 December 28, 2007
Revenues 100.0 % 100.0 % 100.0 % 100.0 %
Operating expenses:
Cost of revenues 70.2 69.6 71.1 71.8
Selling, general and administrative 15.9 13.8 15.8 13.8
Independent research and development 4.7 5.5 5.1 5.7
Amortization of intangible assets 1.5 1.6 1.5 1.7
Income from operations 7.7 9.5 6.5 7.0
Income before income taxes 7.7 10.4 6.7 7.9
Net income 7.1 6.7 5.7 5.4
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Three Months Ended January 2, 2009 vs. Three Months Ended December 28, 2007
Revenues
Three months ended Dollar Percentage
January 2, December 28, increase increase
(In millions, except percentages) 2009 2007 (decrease) (decrease)
Revenues $ 150.4 $ 152.1 $ (1.7 ) (1.1 )%
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The slight decrease in revenues from $152.1 million to $150.4 million during the third quarter of fiscal year 2009 when compared to the same period last . . .
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