Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - ORBCOMM Inc. | d811381d8k.htm |
| EX-99.2 - EX-99.2 - ORBCOMM Inc. | d811381dex992.htm |
| EX-23.1 - EX-23.1 - ORBCOMM Inc. | d811381dex231.htm |
| EX-99.1 - EX-99.1 - ORBCOMM Inc. | d811381dex991.htm |
| EX-99.4 - EX-99.4 - ORBCOMM Inc. | d811381dex994.htm |
| EX-99.5 - EX-99.5 - ORBCOMM Inc. | d811381dex995.htm |
| EX-10.1 - EX-10.1 - ORBCOMM Inc. | d811381dex101.htm |
| EX-99.6 - EX-99.6 - ORBCOMM Inc. | d811381dex996.htm |
 Investor
Overview November 2014
Exhibit 99.3 |
 2
Safe Harbor Statement
Certain statements discussed in this presentation constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements generally relate to our plans, objectives and expectations for future events and include statements about our
expectations, beliefs, plans, estimates, objectives, intentions, assumptions and other
statements that are not historical facts. Such forward-looking statements,
including those concerning the Company’s expectations and estimates, are subject to known
and unknown risks and uncertainties, which could cause actual results to differ
materially from the results, projected, expected or implied by the forward-looking statements, some of which are beyond the Company’s
control, that may cause the Company’s actual results, performance or achievements, or
industry results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These risks and uncertainties include but are not limited to: failure to
satisfy the conditions, including required regulatory approvals, of the pending acquisition of
SkyWave Mobile Communications Inc., any delay in consummating the acquisition of
SkyWave or the failure to consummate the acquisition of SkyWave; the costs and expenses associated with the acquisition of SkyWave;
failure to successfully integrate SkyWave with our existing operations or failure to realize
the expected benefits of the acquisition of SkyWave; dependence of SkyWave’s
business on its commercial relationship with Inmarsat and the services provided by Inmarsat, including the continued availability of Inmarsat’s
satellites; substantial losses we have incurred and may continue to incur; demand for and
market acceptance of our products and services and the applications developed by us and
our resellers; market acceptance and success of our Automatic Identification System business; dependence on a few significant
customers, including a concentration in Brazil for SkyWave, loss or decline or slowdown in the
growth in business from key customers, such as Caterpillar Inc., Komatsu Ltd., Hitachi
Construction Machinery Co., Ltd., Union Pacific Railroad and Maersk Lines, and other value-added resellers, or VARs, and international
value-added resellers, or IVARs for ORBCOMM and Onixsat, Satlink and Sascar, and other
value-added Solution Providers, or SPs, for SkyWave; dependence on a few
significant vendors or suppliers, loss or disruption or slowdown in the supply of products and services from key vendors, such as Inmarsat plc. and
Amplus Communication Pte Ltd.; loss or decline or slowdown in growth in business of any of the
specific industry sectors we serve, such as transportation, heavy equipment, fixed
assets and maritime; our potential future need for additional capital to execute on our growth strategy; additional debt service
acquired with or incurred in connection with existing or future business operations; our
acquisitions may expose us to additional risks, such as unexpected costs, contingent or
other liabilities, or weaknesses in internal controls, and expose us to issues related to non-compliance with domestic and foreign laws,
particularly regarding our acquisitions of businesses domiciled in foreign countries; the
terms of our credit agreement, under which we currently have borrowed $80 million and
may borrow an additional $80 million for use with acquisitions, could restrict our business activities or our ability to execute our
strategic objectives or adversely affect our financial performance; the inability to effect
suitable investments, alliances and acquisitions or the failure to integrate and
effectively operate the acquired businesses; fluctuations in foreign currency exchange rates; the inability of our subsidiaries, international
resellers and licensees to develop markets outside the United States; the inability to obtain
or maintain the necessary regulatory authorizations, approvals or licenses, including
those that must be obtained and maintained by third parties, for particular countries or to operate our satellites; technological changes,
pricing pressures and other competitive factors; satellite construction and launch failures,
delays and cost overruns of our next-generation satellites and launch vehicles;
in-orbit satellite failures or reduced performance of our existing satellites; our inability to replenish or expand our satellite constellation; the failure of
our system or reductions in levels of service due to technological malfunctions or
deficiencies or other events; our estimated ranges of financial results for the third
quarter of 2014 are preliminary, unaudited, subject to completion and additional financial closing procedures and may be revised as a result of
management’s and our auditor’s review of our results; significant liabilities
created by products we sell; litigation proceedings; inability to operate due to
changes or restrictions in the political, legal, regulatory, government, administrative and
economic conditions and developments in the United States and other countries and
territories in which we provide our services; ongoing global economic instability and uncertainty; changes in our business strategy; and the other
risks described in our filings with the SEC. Unless required by law, we undertake no
obligation to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise. For more detail on these and other risks, please see our “Risk Factors” section in our annual report on
Form 10-K for the year ended December 31, 2013. |
 3
(1) Offering is not contingent on the completion of the SkyWave acquisition
(1) Offering is not contingent on the completion of the SkyWave acquisition
Offering Summary
Listing:
NASDAQ: ORBC
Offering Amount:
Approximately $72 Million (All primary)
Use of Proceeds:
For the acquisition of SkyWave
(1)
and general corporate purposes
Underwriter’s Option:
15%
Lock-up:
75 Days
Expected Pricing:
Late in the Week of 11/3
Bookrunners:
Raymond James (Active); Canaccord, Macquarie
Co-managers:
Craig-Hallum,
Chardan |
 4
ORBCOMM: We Are the M2M Solutions Leader
Energy
Maritime
Heavy Equipment
Transportation
Government
Security
•
Asset Tracking & Geolocation
•
Command & Control
•
Reports & Analytics
•
Preventative Maintenance Alerts
•
Supply Chain Visibility
•
Maritime Intelligence
Applications and Benefits
Satellite, Cellular, Dual-Mode & AIS
Network Services
Device Management
Broad Portfolio of Devices
Applications
(Analytics, Reports, etc.) |
 5
ORBCOMM’s End-to-End M2M Solutions
CONNECTIVITY
DEVICE
MANAGEMENT
HARDWARE
APPLICATIONS
Satellite Offerings
GT 1100 & GT 2300
RT 6000
+
& X1
ORBCOMM, Inmarsat &
Globalstar Modems
Subscriber
Management Portal
AssetView
FleetEdge
ReeferTrak
®
CargoWatch
®
Cellular Partnerships |
 World Class
Customer Base Marquee Customers
Customer Success Stories
End-to-end telematics solution to track
and monitor Doosan’s global fleet of
construction equipment
Container tracking solution to
identify loading and unloading
events to reduce idle time, improve
utilization and information flow
Dry van trailer tracking and cold
chain management solution for
trucks
Cold chain monitoring and control
solutions for SWIFT’s refrigerated
intermodal fleet
6 |
 7
Large, Growing M2M Market Opportunity
Increasingly,
businesses
and
governments
face
the
need
to
track,
control,
monitor
and
communicate with fixed and mobile assets located throughout the world
M2M Ecosystem
Demand for M2M
Global M2M Subscribers by Year
•
Estimated
more
than
270M
M2M
units
globally
(1)
•
Companies are seeking to improve their visibility
and
management
of
fixed
and
mobile
assets
•
Requires access to an asset’s location, condition,
operation and environment and ability to command
and control the asset
•
M2M applications
enhance operational efficiencies,
increase safety and security, help end-users comply
with new regulations, and improve profitability
Subscribers
by
Year
in
Millions
(1)
(1) Global M2M subscribers including satellite and cellular; Source: Machina Research,
2013 Applications
Network
Enablement
Equipment
270
1,960
2013
2020 |
 8
~
1,200k
(1)
ORBCOMM’S Path to Becoming the M2M Leader
ORBC Listed on . 16,000
Subscriber .
Opportunity .
Acquisition
of .
Acquisition
of .
Adjusted EBITDA
. Breakeven . Phase I Agreement
Wins Global
Account Launch Six OG2 . .
Satellites
. ~
500k
~
100k
Acquisition
of .
(1) Over 250k subscribers added post SkyWave
Large
National
Retailer |
 9
ORBCOMM at an Inflection Point
NEW CAPABILITIES
STRATEGIC GROWTH
NEW OPPORTUNITIES
BROADENING REACH
Automated
Identification
System
(AIS)
New Products
& Services
New Satellite
Constellation
New
Vertical
Markets
Growth Drivers
M&A
Regulation
Driven
Demand
New
Geographies
Growing
Distribution
Network |
 OG2 Expands Our
Network Capabilities Automatic Identification Systems (AIS)
•
Shipboard broadcast system transmits vessel
identification and position
•
Used by government and commercial customers
globally on more than 130,000 vessels daily
•
AIS equipped on all OG2 satellites
First six OG2 satellites launched in July; Remaining eleven to launch in 2015
CapEx holiday following completion of the OG2 program
Provides near real-time reporting
Increases unique ship detections
Improved modems
Smaller antennas
Better coverage
Larger message sizes
Faster messaging
•
Increased
M2M
data
capabilities
driving
new
sales
opportunities
•
Higher
capacity
–
up
to
12x
OG1
•
Higher gain, reduced power requirements
10
Upgrades Satellite-based M2M Technology |
 11
Strategic Acquisitions Driving Opportunity Expansion
(1)
Shipments begin in 4Q14
(2)
5-year agreement
YEAR
INVESTMENTS
KEY
VERTICALS
SELECT CUSTOMER WINS
POST-ACQUISITION
2011
Transportation
(Cold Chain Management)
16,000
Subscriber Opportunity
(1)
with a
2012
Transportation
(Cold Chain Management)
28,000
Subscriber Opportunity
2013
Heavy Equipment & Rail
50,000
Subscriber Opportunity
(2)
Government & Security
$4.8M
Opportunity with DLA
2014
Transportation
In Progress
Government,
Maritime, Mining,
Energy,
Transportation
To Come
Large National
Retailer |
 12
Creating the Satellite M2M Industry Standard
ORBCOMM’s standardized
platform unifies three of the
top four satellite M2M networks
MAPP
TM
(Multi-Network
Access
Point Platform)
Performance, global coverage, flexibility and ease of use
OG1, OG2
Identical Modem Form Factor
MAPP
ORBCOMM has the deepest experience in
the industry with satellite M2M
interoperability solutions
Identical device footprints, connectors,
programming environment, provisioning
and billing and sells for similar price
points
Seamlessly integrates information &
commands, provisioning, billing and
multi-mode communications for M2M
applications
Allows resellers to choose different
networks per regional deployment or a
combination of networks on a single
device
TM |
 13
Acquisition of SkyWave
SkyWave is the largest provider of M2M services over Inmarsat’s network and is
the developer of IDP, the next-generation M2M service
SkyWave Statistics
Headquarters:
Ottawa,
Canada
Subscribers
(1)
:
Over 250,000
Network Partner:
SPs/Distributors:
400+
2014E Revenue
(2)(3)
:
$62-63M
2014E Adj. EBITDA
(2)(4)
:
$12-13M
Technical Resources:
90+
(1)
As of 6/30/2014; Over 250k subscribers added post-transaction
(2)
(3)
Adjusted to eliminate intercompany revenues
(4)
See Appendix –
“Adjusted EBITDA”
COMBINED
TECHNOLOGY
Large Messages
Dual Mode
Terrestrial Partners
Security
GEOGRAPHIC STRENGTHS
North America
South America
Europe
Australasia
MEA
Note: Full circles represent more favorable characteristics
Management estimate in USD based on available data, and adjusted to reflect Management’s
reconciliation from IFRS to U.S. GAAP |
 14
SkyWave Provides Geographic Expansion
Expanding Addressable Market Through SkyWave Acquisition
•
SkyWave has access to valuable incremental markets
•
SkyWave
has
a
strong
Asian
presence
-
Asian
share
of
satellite
M2M
market
poised
to
increase
from
12.5%
in
2014
to
17.4%
in
2022
(1)
•
Substantial
ORBCOMM
OEM
sales
opportunity
for
SkyWave
services
in
new
territories
(1)
Source: Northern Sky Research
Incremental SkyWave/Inmarsat Authorized
ORBCOMM Authorized |
 Rail
Expanding Our TAM: Increased Opportunity
Trailers
In-Cab, Trucks
Small Machines
Large Machines
Service Vehicles
Pipelines
Tanks
Commercial Utility Metering
Military Vehicles
Containers
Police/Fire/First Responders
Commercial Buoys
Commercial Ships
Recreational Ships
Transportation
OG1
OG2
Dual Mode
SkyWave
Combined
Heavy Equipment
Energy
Maritime
Government & Security
15 |
 16
Transaction Opportunities and Benefits
SkyWave
creates
numerous
post-deal
opportunities
for
ORBCOMM
(1)
:
•
A leader
in satellite-based M2M
•
Over
$150M
combined
revenue
(2)
;
over
1.2M
combined subs
•
Nearly
200
combined
technical
resources
•
Global geographic
coverage •
Broadest product
distribution
.
•
Widest product
assortment
.
•
Cost
synergies
from
efficiencies
•
Product cost
reductions
•
Reduced technology
redundancies
•
Enlarge addressable
market •
Cross-selling
into the channel
•
Enhanced
technical
capabilities
•
Creates
standard
platform
for
the satellite M2M market
•
New
joint
sales
and
development
opportunities
•
Scale
across
two
leading
satellites
networks
.
•
Potential opportunities around
future constellations
Adds
Significant
Scale
Substantial
Synergy
Opportunities
Deepens Existing
Inmarsat
Relationship
(1)
The pro forma financial information is not intended to represent or be indicative of the
consolidated results of operations or financial position of ORBCOMM and SkyWave on a
combined basis and should not be taken as a representation of ORBCOMM’s future consolidated results of
operations or financial position. See “Safe Harbor Statement”
(2)
Pro forma for SkyWave acquisition; See page 22 |
 17
FINANCIAL OVERVIEW |
 18
Transaction Summary
Net Transaction Value:
$122.5 million
(1)
Financing Sources:
•
Macquarie debt facility expansion
•
Equity offering proceeds
(2)
Estimated Synergies:
Approximately $2-$4 million of annualized cost synergies
Estimated Transaction
Multiple:
9x Pre-synergy SkyWave 2015E EBITDA Contribution
(3)
7x Post-synergy SkyWave 2015E EBITDA Contribution
(3)
Closing Conditions:
•
FCC and Industry Canada approval
•
SkyWave shareholder approval
(4)
Anticipated Closing:
January 2015
(1)
$130 million payable to SkyWave shareholders less $7.5 million paid to ORBCOMM by Inmarsat
under the Inmarsat Agreement
(2)
Offering is not contingent on the completion of the SkyWave acquisition (3) Multiple based on midpoint of expected pre- and
post-synergy 2015E SkyWave EBITDA contribution
(4)
Holders of more than 90% of SkyWave’s outstanding shares have entered into a voting
agreement, pursuant to which they have agreed to vote their shares in favor of the
acquisition |
 19
SkyWave Financial Overview
Revenue
(1)(2)
Adjusted EBITDA
(2)(3)
(in $Ms)
(in $Ms)
(1) Adjusted to eliminate intercompany revenues
(2) Management estimate in USD based on available data, and adjusted to reflect
Management’s reconciliation from IFRS to U.S. GAAP (3) See Appendix –
“Adjusted EBITDA”
•
Long-term track record of consistent revenue growth
•
Historically over 50% of total revenue has been recurring in nature
•
Opportunity for EBTIDA margin expansion and strong synergy realization
$62-63
$12-13
$56
$9
2013A
2014E
2013A
2014E |
 20
ORBC Highlights and Developments: Q3 & Q4
Execution of growth strategy and strong customer
wins drive attractive growth prospects
•
Phase I Launch
of second generation constellation OG2 completed
•
Approximately
20,000
subscriber
additions
expected
over
the
next
75
days
from
the
following
three
customers:
,
&
–
20,000 compares to 600 subscriber additions in 3Q14 for the same customers
–
Of the 20,000 expected additions, 17,500 are OG2 enabled
•
Acquisition
of
:
–
Over
250k
subscribers
to
be
added
–
$12-13
million
of
2014E
Adjusted
EBITDA
(1)(2)
based
on
available
results
–
Over 400
complementary distribution and solution providers
Large National
Retailer
(1) Management estimate in USD based on available data, and adjusted to reflect
Management’s reconciliation from IFRS to U.S. GAAP (2) See Appendix – “Adjusted EBITDA”
|
 21
ORBCOMM 3Q14 Preliminary Results
(1)
•
3Q14 Total Revenues increased 17% YoY to
$23.1M
•
3Q14 Adjusted EBITDA of $3.7M
•
3Q14 Adjusted EBITDA includes non-recurring
one-time costs associated with:
–
refinancing long-term debt;
–
satellite launch-related costs; and,
–
activities to win significant deals
•
4Q14 expected to exceed prior highs for
quarterly customer shipments
•
Expecting 4Q14 revenues in the range of
$28-30M
3Q14
Preliminary
Results
Service Revenues
$ 15.2
Product Sales
7.9
Total Revenues
23.1
Adjusted EBITDA
$ 3.7
(in $Ms)
Productive 3Q14 culminating in 4Q14 product shipments
that will drive higher recurring service revenues
(1)
See Appendix – “Preliminary Results” and “Adjusted EBITDA” |
 22
Forward Outlook
(1)
•
2015E
Pro
Forma
Revenue
is
expected
to
be
$170-190
million
(2)(3)
•
2015E
Pro
Forma
Adjusted
EBITDA
is
expected
to
be
$40-45
million
(2)(3)(5)
(1)
(2)
Including SkyWave assuming transaction closed on January 1, 2013. Management estimate in USD
based on available data, and adjusted to reflect Management’s reconciliation from
IFRS to U.S. GAAP (3)
Based on Management’s planning and other factors. Actual results may differ materially
from forward outlook as a result of risks and uncertainties. See “Safe Harbor
Statement” (4)
Adjusted to eliminate intercompany revenues
(5)
See Appendix –
“Adjusted EBITDA”
(6)
Historical Pro Forma Adjusted EBITDA amounts do not reflect the elimination of Canadian
investment tax credits that were available to SkyWave (2013: $1.2M; 2014E:
$0.6M) Pro Forma ORBCOMM
(2)
2013A
2014E
2015E
Total Revenues
(4)
$ 131
$ 157-160
$ 170-190
Adjusted EBITDA
(5)
$ 26
$ 29-31
$ 40-45
(in $Ms)
(6)
(6)
(3)
(3)
The pro forma financial information is not intended to represent or be indicative of the
consolidated results of operations or financial position of ORBCOMM and SkyWave on a
combined basis and should not be taken as a representation of ORBCOMM’s future
consolidated results of operations or financial position
|
 23
Our Target Model Post-Acquisition
Historical Pro Forma
1H 2014
(1)
Five Year Goal
(2)
Annual Service Revenue Growth Rate
10%
~20%
Service % of Total Revenue
63%
65 –
70%
Service Revenue Margin
68%
70 –
75%
Total Gross Margin
51%
60 –
65%
Adjusted EBITDA
(3)
19%
(4)
32.5 –
37.5%
Our business model is characterized by high operating leverage and we
are investing to accelerate growth
$350 -
400M Total Revenue
~$210 -
260M Gross Profit
~$114 -
150M Adj. EBITDA
(1)
The pro forma financial information is not intended to represent or be indicative of the
consolidated results of operations or financial position of ORBCOMM and SkyWave on a
combined basis and should not be taken as a representation of ORBCOMM’s future consolidated results of
operations or financial position (2) The foregoing do not represent projections for any period but
rather represent long-term objectives that management utilizes as goals in
managing the Company’s business. Achievement of these long-term objectives is (i)
subject to significant economic, competitive, business, and other risks and
uncertainties, and (ii) dependent upon successful execution on the Company’s business plan including successful integration of any
significant acquisitions. The Company undertakes no duty to update these goals. (3) See Appendix – “Adjusted EBITDA” (4) Historical Pro Forma Adjusted EBITDA amounts do not reflect the
elimination of Canadian investment tax credits that were available to SkyWave
(1H2014: $0.3M)
|
 24
•
Leader in M2M communications and solutions
•
Growing world class customer base includes large recent wins
•
Deepening Inmarsat relationship creates a satellite M2M standard
•
Productive 3Q14 expected to drive all time high customer shipments in 4Q14
•
Accretive SkyWave acquisition provides access to new opportunities
•
Full deployment of OG2 in 2015 sets stage for extended CapEx holiday
|
 25
APPENDIX |
 26
Pro Forma Capitalization
(1)
(in $Ms)
June 30, 2014
Adjusted
Actual
6/30/14
As Adjusted for
Refinancing
As Further
Adjusted for this
Offering
Pro Forma as
Further Adjusted
for the Acquisition
Cash
(2)
$ 48.7
$ 81.8
$ 149.6
$ 85.6
Debt:
Term & Revolving Loan
(3)
80.0
80.0
150.0
Note payable
45.0
Note payable, related party
1.6
1.6
1.6
1.6
Total debt
46.6
81.6
81.6
151.6
Total equity
(4)
$ 234.8
$ 234.8
$ 302.6
$ 298.6
(5)
(5)
(1)
The pro forma financial information is not intended to represent or be indicative of the
consolidated results of operations or financial position of ORBCOMM and SkyWave on a
combined basis and should not be taken as a representation of ORBCOMM’s future consolidated results of operations
or financial position (2) Adjustments are based on Net Proceeds from Financings less
Management's estimates for discounts, fees and expenses, and assumes debt refinancing
of $80M; equity offering gross proceeds of approximately $72M and, acquisition loan of $70M
(3)
Term loan for $70 million and Revolving loan for $10 million; Acquisition term loan accordion
of $70 million
(4)
Increases in common stock and additional paid in capital less transaction fees (5) Adjusted based on SkyWave’s Purchase Price of $130 million
plus $4.0 million in acquisition- and integration- related fees and costs. Fees charged
to equity
|
 27
Preliminary Results
Management has prepared the estimates for the quarter ended September 30, 2014 presented in
this Investor Overview in good faith based upon the most recent information available
to management from our internal reporting procedures as of the date of this Investor
Overview. These estimated results are preliminary, unaudited, subject to further
completion, reflect our current good faith estimates, are subject to additional
financial
closing
procedures
and
may
be
revised
as
a
result
of
management’s
further
review
of
our results, and
any adjustments that may result from the completion of the review of our condensed
consolidated financial statements.
We
and
our
auditors
have
not
completed
our
normal
quarterly
review
as
of
and
for
the
third
quarter
ended
September
30,
2014,
and
there
can
be
no
assurance
that
our
final
results for this quarterly
period will not differ from these estimates. Any such changes could be material. During the
course of the preparation of our condensed consolidated financial statements and
related notes as of and for the quarter ended September 30, 2014, we may identify items
that would require us to make material adjustments to the preliminary financial
information presented above. We assume no duty to update these preliminary estimates
except as required by law.
Our condensed consolidated financial statements and related notes as of and for the quarter
ended September 30, 2014 are not expected to be filed with the SEC until after this
offering is completed. Our actual
results
may
differ
materially
from
the
third
quarter
2014
estimates
presented
in
this
Investor Overview.
Accordingly, you should not place undue reliance on these preliminary estimates. These
estimates should not be viewed as a substitute for full interim financial statements
prepared in accordance with accounting principles generally accepted in the United
States, or U.S. GAAP. In addition, these preliminary estimates as of and
for
the
quarter
ended
September
30,
2014
are
not
necessarily
indicative
of
the
results
to
be
achieved
for
any future period. |
 28
Adjusted EBITDA
EBITDA
is
defined
as
earnings
attributable
to
us
before
interest
income
(expense),
provision
for
income
taxes
and depreciation and amortization. We believe EBITDA is useful to our management and
investors in evaluating operating performance because it is one of the primary
measures used by us to evaluate the economic productivity of our operations, including
our ability to obtain and maintain our customers, our ability to operate our business
effectively, the efficiency of our employees and the profitability associated with
their performance. It also helps our management and investors to meaningfully evaluate and compare
the results of our operations from period to period on a consistent basis by removing the
impact of our financing transactions and the depreciation and amortization impact of
capital investments from our operating results. In addition, our management uses
EBITDA in presentations to our board of directors to enable it to have the same
measurement of operating performance used by management and for planning purposes,
including the preparation of our annual operating budget. We also believe that EBITDA, adjusted
for stock-based compensation expense, non-controlling interests, impairment loss,
non-capitalized satellite launch
and
in-orbit
insurance,
insurance
recovery,
and
acquisition-
and
integration-related
costs
(“Adjusted
EBITDA”) is useful to investors to evaluate our core operating results and financial
performance and our capacity
to
fund
capital
expenditures,
because
it
excludes
items
that
are
significant
non-cash
or
non-
recurring expenses reflected in the condensed consolidated statements of operations. EBITDA
and Adjusted EBITDA are not performance measures calculated in accordance with U.S.
GAAP. While we consider EBITDA and Adjusted EBITDA to be important measures of
operating performance, they should be considered in addition to, and not as a
substitute for, or superior to, net income (loss) or other measures of financial
performance prepared in accordance with U.S. GAAP and may be different than EBITDA and
Adjusted EBITDA measures presented by other companies. |
 29
Adjusted EBITDA
The following is a reconciliation of Adjusted EBITDA to net income (loss) attributable to
ORBCOMM Inc. for the year
ended
December
31,
2013
and
the
preliminary
results
for
the
quarter
ended
September
30,
2014.
(In $Ms)
Fiscal Year
2013
3Q14
Preliminary
Estimated
Net Income (Loss) attributable
to ORBCOMM Inc.
$ 4.6
$ (0.1)
Net interest (income) expense
0.0
(0.0)
Provision for income taxes
1.3
0.1
Depreciation and amortization
6.0
2.5
EBITDA
$ 11.9
$ 2.5
Stock based compensation
3.0
0.9
Non-controlling interest
0.2
0.0
Acquisition-related costs
1.7
0.2
In-orbit insurance
0.0
0.1
Adjusted EBITDA
$ 16.7
$ 3.7
Note: In May 2014, ORBCOMM modified its definition of Adjusted EBITDA to adjust for
acquisition-related costs and non-capitalized satellite launch and
in-orbit insurance when incurred, to better reflect the on-going business.
(1)Differences in sums due to rounding
(1) |