Intelsat, Ltd. (Exact Name of Registrant As Specified in Charter)
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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): November 9, 2007 Intelsat, Ltd. (Exact Name of Registrant as Specified in Charter) Bermuda 000-50262 98-0346003 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) Wellesley House North, 2nd Floor, 90 Pitts Bay Road, Pembroke, Bermuda HM 08 (Address of Principal Executive Offices) (Zip Code) (441) 294-1650 Registrant’s telephone number, including area code n/a (Former Address, If Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition On November 9, 2007, Intelsat, Ltd. issued a press release entitled “Intelsat Reports Third Quarter 2007 Results.” A copy of such press release is furnished as an exhibit to this Current Report on Form 8-K. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press Release dated November 9, 2007 entitled “Intelsat Reports Third Quarter 2007 Results.” -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 hereunto duly authorized. Dated: November 9, 2007 INTELSAT, LTD. By: /s/ Jeffrey Freimark Name: Jeffrey Freimark Title: Executive Vice President and Chief Financial Officer -3- EXHIBIT INDEX Exhibit Number Description 99.1 Press Release dated November 9, 2007 entitled “Intelsat Reports Third Quarter 2007 Results.” Exhibit 99.1 Intelsat Reports Third Quarter 2007 Results Record Quarterly Revenues Advance Over 3 Percent to $546 Million Pembroke, Bermuda, November 9, 2007 Intelsat, Ltd., the world’s leading provider of fixed satellite services, today reported results for the three and nine month periods ended September 30, 2007. Intelsat, Ltd. reported revenue of $546.1 million and a net loss of $42.6 million for the three months ended September 30, 2007. The company also reported Intelsat, Ltd. EBITDAi, or earnings before interest, taxes and depreciation and amortization, of $404.5 million, and Adjusted EBITDAi for Intelsat Bermudaii of $427.0 million, or 78 percent of revenue, for the three months ended September 30, 2007. Results for the nine months ended September 30, 2007 reflect the impact of the July 3, 2006 acquisition (the “PanAmSat Acquisition”) of PanAmSat Holding Corporation (“PanAmSat”), which was subsequently renamed Intelsat Holding Corporation. Results for the nine months ended September 30, 2006 are not pro forma for the PanAmSat Acquisition. For the nine months ended September 30, 2007, Intelsat, Ltd. reported revenue of $1,607.6 million and a net loss of $189.3 million. The company also reported Intelsat, Ltd. EBITDA of $1,180.9 million, and Adjusted EBITDA for Intelsat Bermuda of $1,238.9 million, or 77 percent of revenue, for the nine months ended September 30, 2007. Intelsat CEO Dave McGlade commented, “Our solid business performance in the third quarter reflects the fact that the integration has been successful and that our team is effectively executing our strategy for revenue growth. Third quarter 2007 revenue grew in excess of seven percent over the prior year quarter, excluding the legacy channel service offering and termination fees recognized in the third quarter of 2006. This growth demonstrates Intelsat’s attractive competitive position in many of the sector’s fastest-growth markets. “We successfully launched the Intelsat 11 satellite last month, and the satellite has completed in-orbit testing,” McGlade continued. “Intelsat’s satellite operations team has now shifted its focus to our final launch of 2007, the Horizons 2 satellite. Our remaining satellite program, which includes four replacement satellites to be launched over the next two years and one ground spare, will deliver fresh, high-power capacity to current orbital locations. Intelsat’s satellite program is based on our goal of increasing the return on our asset base by driving higher satellite utilization rates and through enhancing the proportion of high value capacity in our network.” Update on Announced Agreement with BC Partners to Acquire Majority Stake in Intelsat On June 19, 2007, Intelsat Holdings, Ltd. (“Intelsat Holdings”), the parent of Intelsat, Ltd., entered into a Share Purchase Agreement with affiliates of funds advised by BC Partners Ltd. (“BC Partners”). The consummation of the transaction is subject to customary closing conditions, including the receipt of necessary non-U.S. approvals (all of which we believe have been obtained), compliance with the Hart-Scott-Rodino Antitrust Improvements Act (as to which we received notice of early termination with no action being taken), the receipt of approval from the Federal Communications Commission (“FCC”), and “Exon-Florio” clearance from the interagency Committee on Foreign Investment in the United States. The public comment period with respect to our FCC application expired without opposition or comment from third parties. We continue to expect that we will receive all approvals required to close the transaction during the fourth quarter of 2007 or the first quarter of 2008. Financial Results for the Three Months Ended September 30, 2007 Total revenue of $546.1 million increased by $17.6 million, or 3 percent, for the three months ended September 30, 2007 as compared to $528.5 million for the three months ended September 30, 2006. The 2006 period included one-time termination fees of $11.7 million associated with network services customer contracts that were terminated early. Growth trends included increased sales of transponder services and managed services to network services customers, with revenue increases generated by existing and new customers in Africa, Europe and Latin America. Revenue trends by service type for the three month period ended September 30, 2007 as compared to the period ended September 30, 2006 are as follows: • Transponder services revenue decreased by $0.4 million to $413.5 million from $413.9 million, due primarily to unusually high transponder services revenue in the 2006 quarter resulting from the previously described termination fees of $11.7 million. Excluding the termination fees, transponder services revenue increased by $11.3 million from increased revenue from network services customers for wireless, data, and Internet-related applications, offset by declines in revenue from the media and government customer sets. • Managed services revenue increased by $14.3 million to $67.0 million from $52.7 million, primarily driven by the growth of Internet-related and network broadband services sold to network services and government customers and by increased managed video services to media customers. • Mobile satellite services and other revenue increased by $9.2 million to $25.7 million from $16.5 million. The increase was primarily due to increased revenues from mobile satellite services and satellite-related services, which increased by $3.4 million and $4.0 million, respectively, as compared to the prior year period. 2 • Legacy channel services revenue declined by $5.4 million to $39.9 million for the three months ended September 30, 2007 as compared to the three months ended September 30, 2006. The decline in legacy channel services revenue reflected the continued migration of point-to-point satellite traffic to fiber optic cables across transoceanic routes, a trend which we expect will continue, and the continued optimization of customer networks. Total operating expenses for the three months ended September 30, 2007 decreased by $94.6 million, or 22 percent, to $341.0 million as compared to $435.6 million in the same period in 2006, with the decrease primarily due to several one-time charges incurred in the three months ended September 30, 2006, described below, as well as cost reductions resulting from the integration of the PanAmSat Acquisition. Direct costs of revenue declined by $13.4 million, or 14 percent, to $80.8 million for the three months ended September 30, 2007 as compared to the same period in 2006. The decrease was due primarily to ongoing work force reductions as part of our integration efforts and to a reduction in insurance expense of $1.4 million. In addition, cost of sales declined overall due to lower usage of third party services, despite an increase in cost of sales resulting from increased mobile satellite services revenues. Selling, general and administrative expenses decreased by $3.0 million, or 5 percent, to $53.1 million for the three months ended September 30, 2007 as compared to the three months ended September 30, 2006. The decrease was due in part to a reduction in professional fees of $6.1 million driven by higher use of consultants during the initial PanAmSat integration efforts in the 2006 period. This decrease was offset in part by higher staff related expenses of $3.2 million resulting from increased bonuses accrued under our employee incentive compensation plan due to our improved operating performance in 2007. Depreciation and amortization decreased by $4.4 million, or 2 percent, to $197.6 million for the three months ended September 30, 2007 as compared to the three months ended September 30, 2006. The decrease resulted primarily from a $5.0 million decline in satellite depreciation due to the impairment of the Intelsat 802 satellite in the 2006 period.