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EX-23.1 - EX-23.1 - Northrop Grumman Innovation Systems, Inc.a15-4797_1ex23d1.htm

Exhibit 99.1

 

INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

 

 

Page

Report of Independent Registered Public Accounting Firm

2

Consolidated Statements of Comprehensive Income

3

Consolidated Balance Sheets

4

Consolidated Statements of Stockholders’ Equity

5

Consolidated Statements of Cash Flows

6

Notes to Consolidated Financial Statements

7

Schedule II — Valuation and Qualifying Accounts

23

 



 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders of

Orbital Sciences Corporation:

 

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of comprehensive income, stockholders’ equity and cash flows present fairly, in all material respects, the financial position of Orbital Sciences Corporation and its subsidiaries at December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.  In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.  We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

/s/ PricewaterhouseCoopers LLP

 

McLean, Virginia

February 24, 2014

 

2



 

ORBITAL SCIENCES CORPORATION

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, except per share data)

 

 

 

Years Ended December 31,

 

 

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Revenues

 

$

1,365,271

 

$

1,436,769

 

$

1,345,923

 

Cost of revenues

 

1,062,466

 

1,097,190

 

1,074,389

 

Research and development expenses

 

89,233

 

114,205

 

102,751

 

Selling, general and administrative expenses

 

100,027

 

112,803

 

88,989

 

Income from operations

 

113,545

 

112,571

 

79,794

 

Interest income and other, net

 

(5,368

)

749

 

19,335

 

Interest expense

 

(4,556

)

(11,275

)

(11,096

)

Debt extinguishment expense

 

 

(10,261

)

 

Income before income taxes

 

103,621

 

91,784

 

88,033

 

Income tax provision

 

(35,255

)

(30,778

)

(20,639

)

Net income

 

$

68,366

 

$

61,006

 

$

67,394

 

 

 

 

 

 

 

 

 

Basic income per share

 

$

1.13

 

$

1.03

 

$

1.14

 

 

 

 

 

 

 

 

 

Diluted income per share

 

$

1.13

 

$

1.02

 

$

1.13

 

 

 

 

 

 

 

 

 

Net income (from above)

 

$

68,366

 

$

61,006

 

$

67,394

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

Defined benefit plans, net of tax of $813, $263 and ($773), respectively

 

1,278

 

418

 

(1,248

)

Unrealized gain (loss) on investments

 

(50

)

700

 

(100

)

Unrealized gain (loss) on foreign exchange derivative instruments, net of tax of $135 and ($339)

 

212

 

(540

)

 

Total other comprehensive income (loss)

 

1,440

 

578

 

(1,348

)

Comprehensive income

 

$

69,806

 

$

61,584

 

$

66,046

 

 

See accompanying notes to consolidated financial statements.

 

3



 

ORBITAL SCIENCES CORPORATION

 

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

 

 

 

December 31,

 

 

 

2013

 

2012

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

265,837

 

$

232,324

 

Receivables

 

583,518

 

499,222

 

Inventories

 

61,675

 

61,251

 

Deferred income taxes, net

 

30,154

 

38,216

 

Other current assets

 

9,889

 

17,810

 

Total current assets

 

951,073

 

848,823

 

Property, plant and equipment, net

 

246,060

 

251,360

 

Goodwill

 

71,260

 

75,261

 

Other non-current assets

 

16,368

 

36,010

 

Total assets

 

$

1,284,761

 

$

1,211,454

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued expenses

 

$

281,631

 

$

257,113

 

Deferred revenues and customer advances

 

21,250

 

62,098

 

Current portion of long-term debt

 

8,236

 

7,500

 

Total current liabilities

 

311,117

 

326,711

 

Long-term debt

 

135,000

 

143,236

 

Deferred income taxes, net

 

26,611

 

10,879

 

Other non-current liabilities

 

16,732

 

17,082

 

Total liabilities

 

489,460

 

497,908

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred Stock, par value $.01; 10,000,000 shares authorized, none outstanding

 

 

 

Common Stock, par value $.01; 200,000,000 shares authorized, 60,515,556 and 59,616,736 shares outstanding, respectively

 

605

 

596

 

Additional paid-in capital

 

587,240

 

575,300

 

Accumulated other comprehensive loss

 

(1,341

)

(2,781

)

Retained earnings

 

208,797

 

140,431

 

Total stockholders’ equity

 

795,301

 

713,546

 

Total liabilities and stockholders’ equity

 

$

1,284,761

 

$

1,211,454

 

 

See accompanying notes to consolidated financial statements.

 

4



 

ORBITAL SCIENCES CORPORATION

 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

Additional

 

Other

 

 

 

 

 

 

 

Common Stock

 

Paid-In

 

Comprehensive

 

Retained

 

 

 

 

 

Shares

 

Amount

 

Capital

 

Loss

 

Earnings

 

Total

 

Balance, December 31, 2010

 

58,240

 

$

582

 

$

558,015

 

$

(2,011

)

$

12,031

 

$

568,617

 

Shares issued to employees, officers and directors

 

675

 

7

 

2,884

 

 

 

 

 

2,891

 

Stock-based compensation, net

 

 

 

 

 

4,490

 

 

 

 

 

4,490

 

Tax effect of stock-based compensation, net

 

 

 

 

 

1,235

 

 

 

 

 

1,235

 

Comprehensive income (loss)

 

 

 

 

 

 

 

(1,348

)

67,394

 

66,046

 

Balance, December 31, 2011

 

58,915

 

589

 

566,624

 

(3,359

)

79,425

 

643,279

 

Shares issued to employees, officers and directors

 

702

 

7

 

3,500

 

 

 

 

 

3,507

 

Stock-based compensation, net

 

 

 

 

 

4,960

 

 

 

 

 

4,960

 

Tax effect of stock-based compensation, net

 

 

 

 

 

216

 

 

 

 

 

216

 

Comprehensive income (loss)

 

 

 

 

 

 

 

578

 

61,006

 

61,584

 

Balance, December 31, 2012

 

59,617

 

596

 

575,300

 

(2,781

)

140,431

 

713,546

 

Shares issued to employees, officers and directors

 

899

 

9

 

4,824

 

 

 

 

 

4,833

 

Stock-based compensation, net

 

 

 

 

 

4,733

 

 

 

 

 

4,733

 

Tax effect of stock-based compensation, net

 

 

 

 

 

2,383

 

 

 

 

 

2,383

 

Comprehensive income (loss)

 

 

 

 

 

 

 

1,440

 

68,366

 

69,806

 

Balance, December 31, 2013

 

60,516

 

$

605

 

$

587,240

 

$

(1,341

)

$

208,797

 

$

795,301

 

 

See accompanying notes to consolidated financial statements.

 

5



 

ORBITAL SCIENCES CORPORATION

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

 

Years Ended December 31,

 

 

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

 

Net income

 

$

68,366

 

$

61,006

 

$

67,394

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

Depreciation and amortization expense

 

41,479

 

37,339

 

32,739

 

Deferred income taxes

 

22,843

 

26,886

 

18,788

 

Stock-based compensation

 

7,722

 

6,402

 

6,222

 

Amortization of debt costs

 

570

 

6,751

 

6,590

 

Debt extinguishment expense

 

 

10,261

 

 

Other

 

3,598

 

(1,876

)

(1,703

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

Receivables

 

(84,296

)

(165,670

)

(6,969

)

Inventories

 

(425

)

3,084

 

(8,118

)

Other assets

 

9,070

 

30,609

 

(37,346

)

Accounts payable and accrued expenses

 

24,818

 

20,260

 

(14,915

)

Deferred revenue and customer advances

 

(40,848

)

(42,872

)

(7,212

)

Other liabilities

 

(282

)

154

 

9,666

 

Net cash provided by (used in) operating activities

 

52,615

 

(7,666

)

65,136

 

Investing Activities:

 

 

 

 

 

 

 

Capital expenditures

 

(35,655

)

(52,175

)

(59,815

)

Proceeds from sale of investments

 

12,836

 

 

 

Purchase price adjustment

 

4,000

 

 

 

Proceeds from disposition of property

 

 

25,589

 

 

Net cash provided by (used in) investing activities

 

(18,819

)

(26,586

)

(59,815

)

Financing Activities:

 

 

 

 

 

 

 

Net proceeds from issuance of common stock

 

4,824

 

3,507

 

2,891

 

Tax benefit of stock-based compensation

 

2,393

 

495

 

1,676

 

Repayment of long-term debt

 

(7,500

)

(145,179

)

 

Proceeds from issuance of long-term debt

 

 

150,000

 

 

Debt issuance costs

 

 

(1,466

)

(3,084

)

Net cash provided by (used in) financing activities

 

(283

)

7,357

 

1,483

 

Net increase (decrease) in cash and cash equivalents

 

33,513

 

(26,895

)

6,804

 

Cash and cash equivalents, beginning of year

 

232,324

 

259,219

 

252,415

 

Cash and cash equivalents, end of year

 

$

265,837

 

$

232,324

 

$

259,219

 

 

See accompanying notes to consolidated financial statements.

 

6



 

ORBITAL SCIENCES CORPORATION

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.  Business and Summary of Significant Accounting Policies

 

Business Operations

 

Orbital Sciences Corporation (together with its subsidiaries, “Orbital” or the “company”), a Delaware corporation, develops and manufactures small- and medium-class rockets and space systems for commercial, military and civil government customers.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Orbital and its wholly owned subsidiaries.  All significant intersegment balances and transactions have been eliminated.

 

Preparation of Consolidated Financial Statements

 

The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions, including estimates of future contract costs and earnings.  Such estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and earnings during the current reporting period.  Management periodically assesses and evaluates the adequacy and/or deficiency of estimated liabilities recorded for various reserves, liabilities, contract risks and uncertainties.  Actual results could differ from these estimates.

 

All financial amounts are stated in U.S. dollars unless otherwise indicated.

 

Revenue Recognition

 

Orbital’s revenues are derived primarily from long-term contracts.  Revenues on long-term contracts are recognized using the percentage-of-completion method of accounting.   Such revenues are recorded based on the percentage that costs incurred to date bear to the most recent estimates of total costs to complete each contract.  Estimating future revenues, costs and profit is a process requiring a high degree of management judgment, including management’s assumptions regarding the company’s operational performance as well as general economic conditions.  In the event of a change in total estimated contract revenue, cost or profit, the cumulative effect of such change is recorded in the period the change in estimate occurs.  Aggregate net changes in contract estimates recognized using the cumulative catch-up method of accounting increased operating income by $59 million and $61 million in 2013 and 2012, respectively, and decreased operating income by $1 million in 2011.  The adjustments in 2013 and 2012 were primarily attributable to improved operating results during the latter stages of completion of communications satellite contracts.  Frequently, the period of performance of a contract extends over a long period of time and, as such, revenue recognition and the company’s profitability from a particular contract may be affected to the extent that estimated costs to complete or incentive or award fee estimates are revised, delivery schedules are delayed, performance-based milestones are not achieved or progress under a contract is otherwise impeded.  Accordingly, the company’s recorded revenues and operating profit from period to period can fluctuate significantly.  In the event cost estimates indicate a loss on a contract, the total amount of such loss, excluding general and administrative expenses, is recorded in the period in which the loss is first estimated.

 

Many of the company’s contracts include provisions that increase or decrease contract value based on performance in relation to established targets or customer evaluations.  Mission success milestones and incentive and award fees are included in estimated contract revenue when the company is able to make reasonable predictions about whether the performance targets will be achieved and make dependable estimates of such amounts based upon the company’s historical experience with similar types of activities and other objective criteria.  The company includes the estimated amount of mission success milestones and incentive and award fees in estimated contract revenue at the inception of each contract, with reassessments made each quarter throughout the period of contract performance.  If performance under such contracts were to differ from previous assumptions, or if the company were to revise its estimates or assumptions, current period revenues and profit would be adjusted and could fluctuate

 

7



 

significantly.  The company’s assessments are guided by the historical performance of the company’s products and product families, the reliability record of the technology employed and assessments of technological considerations for each contract.

 

As part of the company’s risk management strategy, the company generally insures significant mission success milestones.  Insurance recoveries are recorded as other income in the consolidated financial statements.

 

Research and Development Expenses

 

Expenditures for company-sponsored research and development projects are expensed as incurred.  Research and development projects performed under contracts for customers are recorded as contract costs.

 

In 2013, the company completed the Commercial Orbital Transportation Services (“COTS”) research and development program for the National Aeronautics and Space Administration (“NASA”).  The COTS program was accounted for as a best-efforts research and development cost-sharing arrangement.  As such, the amounts funded by NASA were recognized proportionally as an offset to the company’s COTS program research and development expenses, including associated general and administrative expenses.

 

The following table summarizes the COTS program research and development expenses incurred and amounts funded by NASA through completion of the program in 2013 (in millions):

 

 

 

 

 

 

 

 

 

Inception to December

 

 

 

2013

 

2012

 

2011

 

31, 2013

 

Research and development costs incurred (1)

 

$

49.9

 

$

62.6

 

$

158.8

 

$

530.4

 

Less amounts funded by NASA

 

(5.8

)

(21.9

)

(108.0

)

(288.0

)

Net research and development expenses

 

$

44.1

 

$

40.7

 

$

50.8

 

$

242.4

 

 


(1) Includes associated general and administrative expenses.

 

The company has also been engaged in a major product development program of a medium capacity rocket named Antares.  Approximately $15.8 million, $42.6 million and $34.3 million of the company’s research and development expenses in 2013, 2012 and 2011, respectively, were attributable to the Antares program.  Since the inception of the Antares program through December 31, 2013, the company has incurred $250.6 million of such costs.

 

Stock-Based Compensation

 

The company determines the fair value of its restricted stock unit grants based on the closing price of Orbital’s common stock on the date of grant.  The fair value of stock options granted is determined using the Black-Scholes valuation model, although the company has not granted stock options since 2006.  Compensation expense pertaining to stock-based awards is recognized as expense over the service period, net of estimated forfeitures.  The company uses the tax law ordering method to determine intra-period tax allocation related to the tax attributes of stock-based compensation.

 

8



 

Income Taxes

 

Orbital accounts for income taxes using the asset and liability method.  Under this method, deferred tax assets and liabilities are recorded for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases.  The company also recognizes liabilities for uncertain tax positions when it is more likely than not that a tax position will not be sustained upon ultimate settlement with a taxing authority.  If a tax position does not meet the “more-likely-than-not” recognition threshold, despite the company’s belief that its filing position is supportable, the benefit of that tax position is not recognized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect of a tax rate change on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.  The company records valuation allowances to reduce net deferred tax assets to the amount considered more likely than not to be realized.  Changes in estimates of future taxable income can materially change the amount of such valuation allowances.

 

Earnings per Share

 

Basic earnings per share is calculated using the weighted-average number of common shares outstanding during the periods.  Diluted earnings per share includes the weighted-average effect of all potentially dilutive securities outstanding during the periods.

 

The computation of basic and diluted earnings per share is as follows (dollars in thousands, except per share amounts):

 

 

 

Years Ended December 31,

 

 

 

2013

 

2012

 

2011

 

Numerator

 

 

 

 

 

 

 

Net Income

 

$

68,366

 

$

61,006

 

$

67,394

 

Percentage allocated to shareholders (1)

 

99.8

%

99.6

%

99.1

%

Numerator for basic and diluted earnings per share

 

$

68,229

 

$

60,762

 

$

66,787

 

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

Denominator for basic earnings per share - weighted-average shares outstanding

 

60,161

 

59,165

 

58,531

 

Dilutive effect of stock options and restricted stock units

 

283

 

292

 

596

 

Denominator for diluted earnings per share

 

60,444

 

59,457

 

59,127

 

 

 

 

 

 

 

 

 

Per share income

 

 

 

 

 

 

 

Basic

 

$

1.13

 

$

1.03

 

$

1.14

 

Diluted

 

1.13

 

1.02

 

1.13

 

 


(1)         Basic weighted-average shares outstanding

 

60,161

 

59,165

 

58,531

 

Basic weighted-average shares outstanding and unvested restricted stock units expected to vest

 

60,247

 

59,428

 

59,078

 

Percentage allocated to shareholders

 

99.8

%

99.6

%

99.1

%

 

Certain of the company’s unvested restricted stock units (“RSUs”) during 2013, 2012 and 2011 contained rights to receive non-forfeitable dividends, although as of December 31, 2013, all such RSUs had vested.  In accordance with GAAP, the company accounted for unvested RSUs with non-forfeitable rights to dividends as a separate class of securities in calculating earnings per share using the two-class method.  The calculation of earnings per share shown above excludes the income attributable to the unvested RSUs that included rights to receive non-forfeitable dividends from the numerator and excluded the impact of those units from the denominator.

 

In 2013, 2012 and 2011, diluted weighted-average shares outstanding excluded the effect of the company’s convertible notes that were anti-dilutive.

 

9



 

Fair Value Measurements

 

The company utilizes fair value measurement guidance prescribed by GAAP to value its financial instruments.  The guidance includes a definition of fair value, prescribes methods for measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair value and expands disclosures about the use of fair value measurements.

 

The valuation techniques utilized are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions.

 

These two types of inputs create the following fair value hierarchy:

 

Level 1 - Quoted prices for identical instruments in active markets.

 

Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

 

Level 3 - Significant inputs to the valuation model are unobservable.

 

Fair value disclosures pertaining to financial instruments of the company that are included in these notes to the consolidated financial statements include money market funds (see Note 1, subsection “Cash and Cash Equivalents”), foreign exchange derivative instruments (see Note 1, subsection “Derivative Financial Instruments”) and long-term debt (see Note 6).

 

Cash and Cash Equivalents

 

Cash and cash equivalents consist of cash and short-term, highly liquid investments with maturities of 90 days or less.  The carrying amount reported in the balance sheet for cash and cash equivalents approximates its fair value.  At December 31, 2013 and 2012, the company had invested approximately $260 million and $215 million, respectively, in cash equivalents in the form of money market funds with three financial institutions.  The company considers these money market funds to be Level 1 financial instruments.

 

Inventories

 

Inventories are stated at the lower of cost or estimated market value.  Cost is determined on an average cost or specific identification basis.  Estimated market value is determined based on assumptions about future demand and market conditions.  If actual market conditions were less favorable than those previously projected by management, inventory write-downs could be required.

 

Derivative Financial Instruments

 

Orbital occasionally uses foreign exchange derivative instruments to manage certain foreign currency rate exposures.  Derivative instruments are viewed as risk management tools by Orbital and are not used for trading or speculative purposes.  Derivatives used for hedging purposes are generally designated as effective hedges.  Accordingly, changes in the fair value of a derivative contract are highly correlated with changes in the fair value of the underlying hedged item at inception of the hedge and over the life of the hedge contract.  Derivative instruments are recorded on the balance sheet at fair value.  The ineffective portion of all hedges, if any, is recognized currently in earnings.

 

As of December 31, 2013 and 2012, the company had foreign exchange contracts with total contract values of €16.4 million and €56.0 million, or $21.4 million and $72.9 million, respectively, with various expiration dates through January 2015.  As of December 31, 2013 and 2012, the fair value of these foreign exchange contracts was a liability of $1.3 million.  The company considers these fair value measures to be Level 2 measures that are based on quoted forward rates from a financial institution.

 

Property, Plant and Equipment

 

Property, plant and equipment are stated at cost.  Major improvements are capitalized while expenditures for maintenance, repairs and minor improvements are charged to expense.  When assets are retired or otherwise

 

10



 

disposed of, the assets and related accumulated depreciation and amortization are eliminated from the accounts and any resulting gain or loss is recognized.

 

Depreciation expense is determined using the straight-line method based on the following useful lives:

 

Buildings

 

20 years

Machinery, equipment and software

 

3 to 12 years

Leasehold improvements

 

Shorter of estimated useful life or lease term

 

The company self-constructs some of its ground and airborne support and special test equipment utilized in the manufacture, production and delivery of some of its products.  Orbital capitalizes direct costs incurred in constructing such equipment and certain allocated indirect costs.  The company also capitalizes certain costs incurred in connection with internally developed software.  These capitalized costs generally include direct software coding costs and certain allocated indirect costs.

 

Recoverability of Long-Lived Assets

 

Orbital’s policy is to evaluate its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.  When an evaluation indicates that an impairment has occurred, a loss is recognized and the asset or asset group is adjusted to its estimated fair value.  Given the inherent technical and commercial risks within the aerospace industry and the special purpose use of certain of the company’s assets, future impairment charges could be required if the company were to change its current expectation that it will recover the carrying amount of its long-lived assets from future operations.

 

Goodwill

 

Goodwill is comprised of acquisition costs in excess of the fair values assigned to the underlying net assets of acquired businesses.  Goodwill is evaluated for potential impairment at least annually or whenever events or circumstances indicate that the carrying value of goodwill may not be recoverable.  The evaluation includes comparing the fair value of a reporting unit to its carrying value including goodwill.  If the carrying value exceeds the fair value, impairment is measured by comparing the implied value of goodwill to its carrying value and recorded in the current period.  Goodwill balances are included in the identifiable assets of the business segment to which they have been assigned.  There was no impairment of goodwill recorded during the three years ending December 31, 2013.

 

Deferred Revenue and Customer Advances

 

The company accounts for cash receipts from customers in excess of amounts recognized on certain contracts as “deferred revenues and customer advances.”  These amounts are recorded as current liabilities since the associated services are performed within one year.

 

Recent Accounting Pronouncements

 

On January 1, 2013, authoritative accounting guidance became effective for the company pertaining to the disclosure of amounts that are reclassified out of other comprehensive income and into net income.  During 2013, such reclassifications in the company’s financial statements were not material.

 

11



 

2.  Segment Information

 

Orbital’s products and services are grouped into three reportable business segments:  launch vehicles, satellites and space systems and advanced space programs.  Reportable segments are generally organized based upon product lines.  Corporate office transactions that have not been attributed to a particular segment, as well as consolidating eliminations and adjustments, are reported in corporate and other.  The primary products and services from which the company’s reportable segments derive revenues are:

 

·            Launch Vehicles - Rockets that are used as small- and medium-class space launch vehicles that place satellites into Earth orbit and escape trajectories, interceptor and target vehicles for missile defense systems and suborbital launch vehicles that place payloads into a variety of high-altitude trajectories.

 

·            Satellites and Space Systems - Small- and medium-class satellites that are used to enable global and regional communications and broadcasting, conduct space-related scientific research, collect imagery and other remotely-sensed data about the Earth, carry out interplanetary and other deep-space exploration missions, and demonstrate new space technologies.

 

·            Advanced Space Programs - Human-rated space systems for Earth-orbit and deep-space exploration, and small- and medium-class satellites used for national security space programs and to demonstrate new space technologies, and advanced flight systems for atmospheric and space missions.

 

Intersegment sales are generally negotiated and accounted for under terms and conditions that are similar to other commercial and government contracts.  Substantially all of the company’s assets and operations are located within the United States.

 

12



 

The following table presents operating information and identifiable assets by reportable segment (in thousands):

 

 

 

Years Ended December 31,

 

 

 

2013

 

2012

 

2011

 

Launch Vehicles:

 

 

 

 

 

 

 

Revenues

 

$

551,709

 

$

527,287

 

$

483,177

 

Operating income

 

48,831

 

36,131

 

14,147

 

Identifiable assets

 

195,294

 

206,194

 

210,642

 

Capital expenditures

 

8,882

 

26,066

 

27,999

 

Depreciation and amortization

 

17,990

 

15,891

 

14,293

 

Satellites and Space Systems:

 

 

 

 

 

 

 

Revenues

 

$

387,505

 

$

496,152

 

$

553,797

 

Operating income

 

33,938

 

46,222

 

37,623

 

Identifiable assets

 

288,343

 

278,008

 

282,344

 

Capital expenditures

 

18,359

 

16,345

 

12,433

 

Depreciation and amortization

 

8,366

 

8,563

 

6,841

 

Advanced Space Programs:

 

 

 

 

 

 

 

Revenues

 

$

469,400

 

$

470,102

 

$

434,036

 

Operating income

 

30,776

 

32,309

 

28,024

 

Identifiable assets

 

448,015

 

390,059

 

254,769

 

Capital expenditures

 

4,652

 

5,781

 

13,515

 

Depreciation and amortization

 

8,872

 

6,575

 

5,033

 

Corporate and Other:

 

 

 

 

 

 

 

Revenues (1)

 

$

(43,343

)

$

(56,772

)

$

(125,087

)

Operating loss (2)

 

 

(2,091

)

 

Identifiable assets

 

353,109

 

337,193

 

383,045

 

Capital expenditures

 

3,762

 

3,983

 

5,868

 

Depreciation and amortization

 

6,251

 

6,310

 

6,572

 

Consolidated:

 

 

 

 

 

 

 

Revenues

 

$

1,365,271

 

$

1,436,769

 

$

1,345,923

 

Operating income

 

113,545

 

112,571

 

79,794

 

Identifiable assets

 

1,284,761

 

1,211,454

 

1,130,800

 

Capital expenditures

 

35,655

 

52,175

 

59,815

 

Depreciation and amortization

 

41,479

 

37,339

 

32,739

 

 


(1)              Corporate and other revenues are comprised solely of the elimination of intersegment revenues.  Intersegment revenues are summarized as follows (in millions):

 

 

 

Years Ended December 31,

 

 

 

2013

 

2012

 

2011

 

Launch Vehicles

 

$

38.2

 

$

50.2

 

$

118.3

 

Satellites and Space Systems

 

4.1

 

5.7

 

5.6

 

Advanced Space Programs

 

1.0

 

0.9

 

1.2

 

Total intersegment revenues

 

$

43.3

 

$

56.8

 

$

125.1

 

 

(2)              The corporate and other operating loss in 2012 is comprised solely of unallocated professional fees and other costs related to a potential acquisition that was not consummated.

 

13



 

3.  Export Sales and Major Customers

 

Orbital’s revenues by geographic area, as determined by customer location, were as follows (in thousands):

 

 

 

Years Ended December 31,

 

 

 

2013

 

2012

 

2011

 

United States

 

$

1,225,217

 

$

1,155,003

 

$

1,035,090

 

Europe and Eurasia

 

91,838

 

150,746

 

146,623

 

Mexico and South America

 

8,071

 

96,147

 

131,240

 

East Asia

 

40,145

 

34,873

 

32,970

 

Total

 

$

1,365,271

 

$

1,436,769

 

$

1,345,923

 

 

Approximately 83%, 79% and 71% of the company’s revenues in 2013, 2012 and 2011, respectively, were generated under contracts with the U.S. Government and its agencies or under subcontracts with the U.S. Government’s prime contractors.

 

4.  Balance Sheet Accounts and Supplemental Disclosures

 

Receivables

 

The components of receivables were as follows (in thousands):

 

 

 

December 31,

 

 

 

2013

 

2012

 

Billed

 

$

68,474

 

$

59,496

 

Unbilled

 

514,238

 

439,372

 

Retainages due upon contract completion

 

806

 

354

 

Total

 

$

583,518

 

$

499,222

 

 

Under the terms of the company’s Commercial Resupply Services (“CRS”) contract with NASA, approximately 25% of the contract value is billable to the customer and collectible only upon the completion of launch and delivery milestones for each of eight CRS contract missions which currently are scheduled to occur through 2016.  Unbilled receivables at December 31, 2013 and 2012 included $335 million and $277 million, respectively, pertaining to the CRS contract which will be collected as launches occur, scheduled through 2016.  Since the inception of the CRS contract in December 2008 through December 31, 2013, a total of $1.3 billion of revenues have been recognized on the contract, which has a total contract value of approximately $1.9 billion.

 

As of December 31, 2013 and 2012, unbilled receivables also included $9.9 million and $8.7 million, respectively, of incentive fees on certain completed satellite contracts that become due incrementally over periods of up to 15 years, subject to the achievement of performance criteria.

 

Certain satellite contracts require the company to refund a portion of the contract price to the customer if performance criteria, which cover periods of up to 15 years, are not satisfied.  As of December 31, 2013, the company could be required to refund up to approximately $16.7 million to customers if certain completed satellites were to fail to satisfy performance criteria.  Orbital generally procures insurance policies under which the company believes it would recover satellite incentive fees that are not earned and performance refund obligations.

 

Excluding the portion of unbilled receivables pertaining to the CRS contract discussed separately above, approximately 93% of unbilled receivables and retainages at December 31, 2013 are due within one year and will be billed on the basis of contract terms and delivery schedules.  Approximately 90% and 91% of the company’s receivables at December 31, 2013 and 2012, respectively, were related to contracts with the U.S. Government and its agencies or under subcontracts with the U.S. Government’s prime contractors.  Receivables from non-U.S. customers totaled $14.7 million and $34.1 million at December 31, 2013 and 2012, respectively.

 

14



 

Inventories

 

As of December 31, 2013 and 2012, inventories were $61.7 million and $61.3 million, respectively.  The company’s inventory consisted of component parts, raw materials and milestone payments for future delivery of component parts.

 

Property, Plant and Equipment

 

Property, plant and equipment consisted of the following (in thousands):

 

 

 

December 31,

 

 

 

2013

 

2012

 

Land

 

$

10,656

 

$

10,656

 

Buildings and leasehold improvements

 

88,390

 

85,803

 

Furniture, fixtures and equipment

 

337,737

 

298,082

 

Assets under construction

 

38,030

 

45,928

 

Software and other

 

29,619

 

33,310

 

 

 

504,432

 

473,779

 

Accumulated depreciation and amortization

 

(258,372

)

(222,419

)

Total

 

$

246,060

 

$

251,360

 

 

The company received proceeds of $25.6 million in 2012 in connection with the sale of property and equipment at the Wallops Island Flight Facility to the Commonwealth of Virginia.  Depreciation expense for the years ended December 31, 2013, 2012 and 2011 was $40.8 million, $36.6 million and $32.0 million, respectively.

 

Goodwill and Intangible Assets

 

The company’s goodwill balances by reportable business segment are as follows (in thousands):

 

 

 

 

 

Satellites

 

Advanced

 

 

 

 

 

Launch

 

and Space

 

Space

 

 

 

 

 

Vehicles

 

Systems

 

Programs

 

Total

 

 Balance at December 31, 2013

 

$

10,310

 

$

51,837

 

$

9,113

 

$

71,260

 

 

In 2013, the company recorded a $4 million reduction in total goodwill in connection with a purchase price adjustment.

 

Intangible assets consist of technology assets that were acquired in a 2010 spacecraft business acquisition.  As of December 31, 2013 and 2012, the balance of intangible assets was $4.5 million and $5.2 million, respectively, reported in “other non-current assets.”  Amortization expense was $0.7 million for each of the years ended December 31, 2013, 2012 and 2011.

 

Accounts Payable and Accrued Expenses

 

Accounts payable and accrued expenses consisted of the following (in thousands):

 

 

 

 

December 31,

 

 

 

2013

 

2012

 

Contract related accruals

 

$

147,689

 

$

169,146

 

Employee compensation and benefits related liabilities

 

78,024

 

77,241

 

Accounts payable

 

50,650

 

4,037

 

Other

 

5,268

 

6,689

 

Total

 

$

281,631

 

$

257,113

 

 

15



 

Cash Flow

 

Cash payments for interest and income taxes were as follows (in thousands):

 

 

 

Years Ended December 31,

 

 

 

2013

 

2012

 

2011

 

Interest paid

 

$

4,040

 

$

6,733

 

$

4,158

 

Income taxes paid

 

11,480

 

2,699

 

2,242

 

 

The entire amount of cash disbursed in 2012 in connection with the repayment of certain of the company’s long-term notes payable (see Note 6) was classified as repayment of long-term debt in financing activities in the accompanying consolidated statement of cash flows.

 

5.  Investments

 

In the fourth quarter of 2013, the company sold all of its investments in auction-rate securities and preferred stock that were recorded at a fair value of $9.2 million as of December 31, 2012.  Accordingly, there were no such investments at December 31, 2013.  The company received $12.8 million in proceeds from the sale, resulting in a $3.7 million gain in 2013 recorded in interest income and other, net.  The sold investments were not significant to the accompanying consolidated financial statements taken as a whole; accordingly, additional related disclosures are omitted from these notes to the consolidated financial statements.

 

6.  Long-Term Debt

 

Long-term debt consisted of the following (in thousands):

 

 

 

December 31,

 

 

 

2013

 

2012

 

Senior secured term loan

 

$

142,500

 

$

150,000

 

Convertible senior subordinated notes

 

736

 

736

 

 

 

143,236

 

150,736

 

Less current portion

 

(8,236

)

(7,500

)

Long-term portion

 

$

135,000

 

$

143,236

 

 

The fair value of the senior secured term loan (the “Term Loan”) under the company’s revolving secured credit facility (the “Credit Facility”) was $142.5 million and $150.0 million at December 31, 2013 and 2012, respectively, based on current market rates for debt of the same risk and maturity.  The company considers these to be Level 2 measures.

 

Term Loan and Credit Facility

 

In December 2012, the company entered into an amendment (the “Amendment”) to its existing Credit Facility, discussed below.  The Amendment provided for a new $150 million Term Loan and extended the scheduled maturity on the Credit Facility to December 12, 2017.  The net proceeds received under the Term Loan were used to repay substantially all of the company’s outstanding 2.4375% convertible senior subordinated notes due 2027.  Debt issuance costs incurred in connection with the Amendment and issuance of the Term Loan amounted to $1.5 million, which are being amortized to interest expense over the five-year term.

 

The Term Loan matures on December 12, 2017, is secured on the same basis as the Credit Facility and bears interest, at the company’s option, at the London Interbank Offered Rate (“LIBOR”) plus 1.75% per annum or a base rate plus 0.75% per annum.  The company is required to make quarterly principal payments of approximately $1.9 million.  The remaining principal amount of $114.4 million will be due at maturity.  The Term Loan is otherwise subject to terms and conditions substantially similar to those in the Credit Facility regarding guarantees, covenants and events of default.

 

The Credit Facility provides capacity for up to $300 million of revolving loans and permits the company to utilize up to $125 million of such capacity for the issuance of standby letters of credit.  The Credit Facility matures on December 12, 2017.  The company’s obligations under the Credit Facility are secured by substantially all of the company’s assets except for real property. The company has the option to increase the amount of the Credit Facility

 

16



 

by up to $150 million, subject to obtaining additional loan commitments and the satisfaction of other specified conditions.  Loans under the Credit Facility bear interest at LIBOR plus an applicable margin ranging from 1.75% to 2.50%, with the applicable margin varying according to the company’s total leverage ratio, or, at the election of the company, at a base rate plus 0.75% to 1.50%.  Letters of credit issued under the Credit Facility accrue fees at a rate equal to the applicable margin for LIBOR loans.  In addition, the company is required to pay a quarterly commitment fee for the unused portion of the Credit Facility, if any, at a rate ranging from 0.30% to 0.50%.

 

As of December 31, 2013, there were no revolving loan borrowings under the Credit Facility, although $4.0 million of letters of credit were issued under the Credit Facility.  Furthermore, borrowing capacity under the Credit Facility is limited by certain financial covenants, discussed below.  Accordingly, as of December 31, 2013, approximately $250 million of the Credit Facility was available for borrowings.

 

Debt Covenants

 

Orbital’s Credit Facility contains covenants limiting the company’s ability to, among other things, pay cash dividends, incur debt or liens, redeem or repurchase company stock, enter into transactions with affiliates, make investments, merge or consolidate with others or dispose of assets.  In addition, the Credit Facility contains financial covenants with respect to leverage and interest coverage.  As of December 31, 2013, the company was in compliance with all of these covenants.

 

Debt Extinguishment Expenses

 

During 2012, the company recorded $10.3 million of debt extinguishment expenses associated with the repurchase of the convertible notes, described above, consisting of $6.8 million of accelerated amortization of debt discount, $2.8 million in prepayment premiums and other expenses, and $0.7 million in accelerated amortization of debt issuance costs.

 

7.  Income Taxes

 

The significant components of the company’s deferred tax assets and liabilities as of December 31, 2013 and 2012 were (in thousands):

 

 

 

December 31,

 

 

 

2013

 

2012

 

Current Deferred Tax Assets (Liabilities):

 

 

 

 

 

U.S. federal and state net operating loss carryforwards

 

$

344

 

$

8,909

 

Capitalized research and development costs

 

10,507

 

8,921

 

Accruals, reserves and other

 

24,661

 

25,374

 

Valuation allowance

 

(5,358

)

(4,988

)

Current deferred tax assets (liabitlites), net

 

30,154

 

38,216

 

 

 

 

 

 

 

Noncurrent Deferred Tax Assets (Liabilities):

 

 

 

 

 

State net operating loss carryforwards

 

432

 

1,136

 

Capitalized research and development costs

 

 

15,847

 

Tax credit/capital loss carryforwards and other

 

15,375

 

18,296

 

Excess tax depreciation and other

 

(40,591

)

(42,602

)

Valuation allowance

 

(1,827

)

(3,556

)

Noncurrent deferred tax (liabilities) assets, net

 

(26,611

)

(10,879

)

Total deferred tax assets, net

 

$

3,543

 

$

27,337

 

 

17



 

The company’s income tax provisions for the years ended December 31, 2013, 2012 and 2011 were comprised of the following (in thousands):

 

 

 

Years Ended December 31,

 

 

 

2013

 

2012

 

2011

 

Current:

 

 

 

 

 

 

 

Federal

 

$

7,573

 

$

1,889

 

$

384

 

State

 

2,858

 

1,862

 

841

 

Foreign

 

61

 

102

 

115

 

Total current

 

10,492

 

3,853

 

1,340

 

 

 

 

 

 

 

 

 

Deferred:

 

 

 

 

 

 

 

Federal

 

25,667

 

29,264

 

29,558

 

State

 

(904

)

(2,339

)

(10,259

)

Total deferred

 

24,763

 

26,925

 

19,299

 

Total income tax provision

 

$

35,255

 

$

30,778

 

$

20,639

 

 

The company’s income before income taxes included foreign income of $0.2 million, $0.3 million and $0.4 million in 2013, 2012 and 2011, respectively.

 

A reconciliation of the statutory federal income tax rate to the company’s effective tax rate for the years ended December 31, 2013, 2012 and 2011 is as follows:

 

 

 

2013

 

2012

 

2011

 

U.S. federal statutory rate

 

35.0

%

35.0

%

35.0

%

State taxes

 

3.3

 

3.6

 

3.3

 

Domestic manufacturing deduction

 

(2.1

)

 

 

Extraterritorial income exclusion

 

(1.0

)

(3.1

)

(8.7

)

Research and development credits

 

(0.7

)

(1.7

)

(4.5

)

Other, net

 

(0.5

)

(0.3

)

(1.7

)

Effective rate

 

34.0

%

33.5

%

23.4

%

 

The company recognized research and development tax credits in all periods presented that were primarily attributable to the company’s Antares and COTS research and development programs that are further discussed in Note 1.  In addition, the company recorded favorable income tax adjustments of $1.1 million, $2.8 million and $7.7 million in 2013, 2012 and 2011, respectively, pertaining to extraterritorial income exclusions.

 

At December 31, 2013, the company had U.S. capital loss carryforwards of $17.4 million, which expire beginning in 2015 through 2018.  The deferred tax assets related to capital losses have been fully offset with a valuation allowance due to the uncertainty of realization.  These capital loss carryforwards are subject to certain limitations and other restrictions.

 

At December 31, 2013, the company had no remaining U.S. federal net operating loss carryforwards.

 

Changes in the company’s unrecognized tax benefits were as follows (in thousands):

 

 

 

2013

 

2012

 

2011

 

Unrecognized tax benefits at beginning of year

 

$

18,200

 

$

16,732

 

$

12,386

 

Additions based on tax positions related to the current year

 

 

 

2,325

 

Additions for tax positions of prior years

 

646

 

1,548

 

2,351

 

Reduction resulting from lapse of statute of limitation

 

(10

)

(80

)

(330

)

Unrecognized tax benefits at end of year

 

$

18,836

 

$

18,200

 

$

16,732

 

 

All unrecognized tax benefits, if recognized, would lower the effective tax rate.

 

18



 

The company is subject to U.S. federal income tax and income tax in multiple state jurisdictions.  The company has substantially concluded all income tax matters for years through 1989.  In addition, the IRS completed an audit of the company’s 2005 federal income tax return in 2008.

 

The company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense.  No interest or penalties have been recorded in the accompanying consolidated financial statements.

 

8.  Commitments and Contingencies

 

Leases

 

Aggregate minimum commitments under non-cancelable operating leases, primarily for office space and equipment rentals, at December 31, 2013 were as follows (in thousands):

 

2014

 

$

18,670

 

2015

 

18,604

 

2016

 

17,765

 

2017

 

15,049

 

2018

 

16,992

 

Thereafter

 

42,070

 

 

 

$

129,150

 

 

Rent expense for 2013, 2012 and 2011 was $19.4 million, $19.7 million and $19.3 million, respectively.

 

U.S. Government Contracts

 

The accuracy and appropriateness of costs charged to U.S. Government contracts are subject to regulation, audit and possible disallowance by the Defense Contract Audit Agency or other government agencies.  Accordingly, costs billed or billable to U.S. Government customers are subject to potential adjustment upon audit by such agencies.

 

Most of the company’s U.S. Government contracts are funded incrementally on a year-to-year basis.  Changes in government policies, priorities or funding levels through agency or program budget reductions by the U.S. Congress or executive agencies could materially adversely affect the company’s financial condition or results of operations.  Furthermore, contracts with the U.S. Government may be terminated or suspended by the U.S. Government at any time, with or without cause.  Such contract suspensions or terminations could result in unreimbursable expenses or charges or otherwise adversely affect the company’s financial condition and/or results of operations.

 

Research and Development Expenses

 

The company believes that a majority of the company’s research and development expenses are recoverable and billable under contracts with the U.S. Government, from which the majority of the company’s revenues are derived.  Charging practices relating to research and development and other costs that may be charged directly or indirectly to government contracts are subject to audit by U.S. Government agencies to determine if such costs are reasonable and allowable under government contracting regulations and accounting practices.  The company believes that research and development costs incurred in connection with the company’s Antares development program are allowable, although the U.S. Government has not yet made a final determination with respect to approximately $177 million of such costs incurred through 2013.  If such costs were determined to be unallowable, the company could be required to record revenue and profit reductions in future periods.

 

19



 

Litigation

 

From time to time the company is party to certain litigation or other legal proceedings arising in the ordinary course of business.  Because of the uncertainties inherent in litigation, the company cannot predict the outcome of such litigation or other legal proceedings; however, the company believes that none of these matters will have a material adverse effect on the company’s results of operations or financial condition.

 

In 2013, the company recorded a $10 million charge in interest income and other, net to write off an option payment pertaining to a business agreement that was terminated in the fourth quarter of 2013 in connection with the conclusion of litigation.

 

9.  Stock Plans and Equity Transactions

 

Stock Plans

 

The company’s share-based incentive plans permit the company to grant restricted stock units, restricted stock, incentive or non-qualified stock options, and certain other instruments to employees, directors, consultants and advisers of the company.  Restricted stock units and stock options generally vest over three years and are not subject to any performance criteria.  Options expire no more than ten years following the grant date.  Shares issued under the plans upon option exercise or stock unit conversion are generally issued from authorized but previously unissued shares.

 

The company also has an Employee Stock Purchase Plan (“ESPP”) whereby employees may purchase shares of stock at the lesser of 85% of the fair market value of shares at the beginning or the end of quarterly offering periods.  As of December 31, 2013, approximately 326,000 shares of common stock were available for purchase under the ESPP.  Compensation expense associated with the ESPP was $0.4 million, $0.3 million and $0.4 million for the years ended December 31, 2013, 2012 and 2011, respectively.

 

20



 

Equity Transactions

 

The following tables summarize information related to stock-based compensation transactions and plans:

 

 

 

Restricted Stock Units

 

Stock Options

 

 

 

 

 

Weighted Average

 

 

 

Weighted Average

 

 

 

Number of

 

Measurement

 

Number of

 

Exercise

 

 

 

Units

 

Date Fair Value

 

Options

 

Price

 

Outstanding at December 31, 2010

 

684,674

 

$

16.38

 

1,226,582

 

$

6.46

 

Granted (1)

 

442,110

 

17.39

 

 

 

Exercised

 

 

 

(317,647

)

4.26

 

Vested

 

(330,356

)

18.47

 

 

 

Forfeited

 

(14,316

)

16.57

 

(448

)

5.79

 

Expired

 

 

 

(6,200

)

3.91

 

Outstanding at December 31, 2011

 

782,112

 

16.07

 

902,287

 

7.25

 

Granted (1)

 

529,446

 

12.90

 

 

 

Exercised

 

 

 

(343,734

)

6.28

 

Vested

 

(345,945

)

15.77

 

 

 

Forfeited

 

(29,980

)

14.85

 

 

 

Expired

 

 

 

(599

)

5.79

 

Outstanding at December 31, 2012

 

935,633

 

14.42

 

557,954

 

7.84

 

Granted (1)

 

513,490

 

18.65

 

 

 

Exercised

 

 

 

(480,379

)

7.19

 

Vested

 

(476,811

)

14.70

 

 

 

Forfeited

 

(23,468

)

15.38

 

 

 

Expired

 

 

 

(2,575

)

7.16

 

Outstanding at December 31, 2013

 

948,844

 

$

16.55

 

75,000

(2)

$

12.07

 

 


(1)         The fair value of restricted stock unit grants is determined based on the closing market price of Orbital’s common stock on the date of grant.  Such value is recognized as expense over the service period, net of estimated forfeitures.

(2)         The weighted average remaining contractual term is 1.5 years, and the range of exercise prices is $9.71-$12.98.  All outstanding options were exercisable as of December 31, 2013.

 

 

 

Years Ended December 31,

 

(in millions)

 

2013

 

2012

 

2011

 

Stock-based compensation expense recognized

 

$

7.7

 

$

6.4

 

$

6.2

 

Income tax benefit related to stock-based compensation expense

 

3.0

 

2.5

 

2.0

 

Intrinsic value of options exercised, computed as the market price on the exercise date less the price paid to exercise the options

 

4.4

 

2.6

 

3.8

 

Cash received from exercise of options

 

3.5

 

2.1

 

1.4

 

Grant date fair value of vested restricted stock units

 

7.0

 

5.5

 

6.1

 

Tax benefit recorded as an increase to additional paid-in capital related to stock-based compensation transactions

 

2.4

 

0.2

 

1.2

 

 

 

 

As of

 

(in millions)

 

December 31, 2013

 

Shares of common stock available for grant under the company’s stock-based incentive plans

 

2.5

 

Aggregate intrinsic value of restricted stock units that are expected to vest

 

$

22.1

 

Unrecognized compensation expense related to non-vested restricted stock units, expected to be recognized over a weighted-average period of 2.09 years

 

12.4

 

Aggregate intrinsic value of stock options outstanding, all fully vested

 

0.8

 

 

21



 

10.  Employee Benefit Plans

 

The company has a defined contribution plan (the “Plan”) generally covering all full-time employees.  Company contributions to the Plan are made based on plan provisions and at the discretion of the Board of Directors.  The company made contributions of $19.9 million, $19.9 million and $18.6 million during 2013, 2012 and 2011, respectively.

 

The company also has two overfunded defined benefit plans that were frozen upon acquisition in a 1994 business combination.  As of December 31, 2013 and 2012, the company had recorded a $4.9 million and $2.7 million asset, respectively, in other non-current assets related to the pension plans.  The plans are not significant to the accompanying consolidated financial statements taken as a whole; accordingly, additional related disclosures are omitted from these notes to the consolidated financial statements.

 

The company has a deferred compensation plan for senior managers and executive officers.  At December 31, 2013 and 2012, liabilities related to this plan totaling $13.5 million and $11.7 million, respectively, were included in accrued expenses.

 

11.  Summary of Selected Quarterly Financial Data (Unaudited)

 

The following is a summary of selected quarterly financial data for the previous two years (in thousands, except per share data):

 

 

 

Quarters Ended

 

 

 

March 31

 

June 30

 

Sept. 30

 

Dec. 31

 

2013

 

 

 

 

 

 

 

 

 

Revenues

 

$

334,813

 

$

333,081

 

$

321,976

 

$

375,401

 

Income from operations

 

31,107

 

26,306

 

25,606

 

30,526

 

Net income

 

19,602

 

16,279

 

15,552

 

16,933

(1)

Basic income per share

 

0.33

 

0.27

 

0.26

 

0.28

 

Diluted income per share

 

0.33

 

0.27

 

0.26

 

0.28

 

 

 

 

 

 

 

 

 

 

 

2012

 

 

 

 

 

 

 

 

 

Revenues

 

$

338,030

 

$

371,268

 

$

372,882

 

$

354,589

 

Income from operations

 

23,846

 

26,092

 

31,313

 

31,320

 

Net income

 

12,993

 

14,614

 

19,452

 

13,947

(2)

Basic income per share

 

0.22

 

0.25

 

0.33

 

0.29

 

Diluted income per share

 

0.22

 

0.25

 

0.33

 

0.29

 

 


(1)         In December 2013, the company recorded a $10.0 million pretax charge ($6.1 million after tax) to write off a non-current asset and a $3.7 million gain (pretax and after tax) on the sale of investments.

 

(2)         In December 2012, the company recorded a $10.3 million pretax debt extinguishment charge ($6.3 million after tax) related to a financing transaction.

 

22



 

ORBITAL SCIENCES CORPORATION

 

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

FORM 10-K FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

(In thousands)

 

 

 

 

 

Additions

 

 

 

 

 

 

 

 

 

 

 

Charged/

 

 

 

 

 

 

 

Balance at

 

Charged to

 

Credited to

 

 

 

Balance

 

 

 

Start of

 

Costs and

 

Other

 

 

 

at End of

 

Description

 

Period

 

Expenses

 

Accounts

 

Deductions

 

Period

 

YEAR ENDED DECEMBER 31, 2011

 

 

 

 

 

 

 

 

 

 

 

Deferred income tax valuation allowance

 

$

12,793

 

$

75

 

$

38

 

$

(3,513

)

$

9,393

 

YEAR ENDED DECEMBER 31, 2012

 

 

 

 

 

 

 

 

 

 

 

Deferred income tax valuation allowance

 

9,393

 

2

 

(210

)

(641

)

8,544

 

YEAR ENDED DECEMBER 31, 2013

 

 

 

 

 

 

 

 

 

 

 

Deferred income tax valuation allowance

 

8,544

 

6,463

 

71

 

(7,894

)

7,184

 

 

23