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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549


FORM 10-Q

For the quarterly period ended June 30, 2005

OR

For the transition period from                             to                              

Commission File Number 0-22531


PANAMSAT CORPORATION
(Exact name of registrant as specified in its charter)

Delaware   95-4607698
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer Identification No.)

20 Westport Road, Wilton, Connecticut

 

06897
(Address of principal executive offices)   (Zip Code)

(203) 210-8000
(Registrant's telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)


        Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

        As of August 8, 2005, an aggregate of 548 shares of our common stock were outstanding.




PANAMSAT CORPORATION

INDEX

Part I   FINANCIAL INFORMATION    
  Item 1.   Condensed Consolidated Financial Statements (Unaudited)    
    Condensed Consolidated Statements of Operations
Three months ended June 30, 2004 and 2005
  1
    Condensed Consolidated Statements of Operations
Six months ended June 30, 2004 and 2005
  2
    Condensed Consolidated Balance Sheets
December 31, 2004 and June 30, 2005
  3
    Condensed Consolidated Statement of Changes in Stockholder's Equity and
Comprehensive Income
Six months ended June 30, 2005
  4
    Condensed Consolidated Statements of Cash Flows
Six months ended June 30, 2004 and 2005
  5
    Notes to Condensed Consolidated Financial Statements   6
  Item 2.   Management's Discussion and Analysis of Financial Condition and Results
of Operations
  38
  Item 3.   Quantitative and Qualitative Disclosures About Market Risk   66
  Item 4.   Controls and Procedures   66

Part II

 

OTHER INFORMATION

 

 
  Item 1.   Legal Proceedings   67
  Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds   67
  Item 3.   Defaults Upon Senior Securities   67
  Item 4.   Submission of Matters to a Vote of Security Holders   67
  Item 5.   Other Information   67
  Item 6.   Exhibits   67
Signature   68

i


        In this Quarterly Report on Form 10-Q, unless the context otherwise requires or it is otherwise indicated, all references to (1) "we", "us" and "our" refer to PanAmSat Corporation and its subsidiaries and (2) "Holdco" refers to our parent company, PanAmSat Holding Corporation.


CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

        This Quarterly Report on Form 10-Q contains certain forward-looking statements, including, without limitation, statements concerning the conditions in our industry, our operations, our economic performance and financial condition, including, in particular, statements relating to our business and growth strategy and service development efforts. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for certain forward-looking statements so long as such information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information. When used in this Quarterly Report on Form 10-Q, the words "may", "might", "should", "estimate", "project", "plan", "anticipate", "expect", "intend", "outlook", "believe" and other similar expressions are intended to identify forward-looking statements and information. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. These risks and uncertainties include, without limitation, those identified under the caption "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" under "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2004. Reference is also made to such other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission ("SEC").

        The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results or those anticipated or predicted by these forward-looking statements:

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        We caution you that the foregoing list of important factors is not exclusive. In light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this quarterly report may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Reference is also made to such risks and uncertainties detailed from time to time in our filings with the SEC.


WEBSITE ACCESS TO COMPANY'S REPORTS

        Our Internet website address is www.panamsat.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are available free of charge through our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.


PANAMSAT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND 2005
(IN THOUSANDS)

 
  June 30,
2004

  June 30,
2005

 
REVENUES:              
  Operating leases, satellite services and other   $ 202,732   $ 210,345  
  Outright sales and sales-type leases     4,093     3,507  
   
 
 
    Total revenues     206,825     213,852  
   
 
 
OPERATING COSTS AND EXPENSES:              
  Cost of outright sales and sales-type leases         (1,450 )
  Depreciation and amortization     71,312     67,165  
  Direct operating costs (exclusive of depreciation and amortization)     40,167     33,891  
  Selling, general and administrative expenses     49,756     19,565  
  Loss on undesignated interest rate swap         18,637  
  Facilities restructuring and severance costs     573     416  
  Transaction-related costs     500      
   
 
 
    Total operating costs and expenses     162,308     138,224  
   
 
 
INCOME FROM OPERATIONS     44,517     75,628  
INTEREST EXPENSE - Net     33,623     94,776  
   
 
 
INCOME (LOSS) BEFORE INCOME TAXES     10,894     (19,148 )
INCOME TAX EXPENSE (BENEFIT)     228     (272 )
   
 
 
NET INCOME (LOSS)   $ 10,666   $ (18,876 )
   
 
 

See notes to condensed consolidated financial statements.

1



PANAMSAT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2005
(IN THOUSANDS)

 
  June 30,
2004

  June 30,
2005

 
REVENUES:              
  Operating leases, satellite services and other   $ 403,897   $ 415,546  
  Outright sales and sales-type leases     8,358     7,114  
   
 
 
    Total revenues     412,255     422,660  
   
 
 
OPERATING COSTS AND EXPENSES:              
  Cost of outright sales and sales-type leases         (4,303 )
  Depreciation and amortization     146,647     136,930  
  Direct operating costs (exclusive of depreciation and amortization)     79,835     68,838  
  Selling, general and administrative expenses     67,305     37,920  
  Loss on undesignated interest rate swap         18,637  
  Sponsor management fees         10,444  
  Loss on termination of sales-type lease         2,307  
  Transaction-related costs     500      
  Facilities restructuring and severance costs     2,428     3,765  
  Satellite impairment loss     99,946      
   
 
 
    Total operating costs and expenses     396,661     274,538  
   
 
 
INCOME FROM OPERATIONS     15,594     148,122  
INTEREST EXPENSE - Net     64,709     163,603  
   
 
 
LOSS BEFORE INCOME TAXES     (49,115 )   (15,481 )
INCOME TAX BENEFIT     (27,852 )   (3,238 )
   
 
 
NET LOSS   $ (21,263 ) $ (12,243 )
   
 
 

See notes to condensed consolidated financial statements.

2



PANAMSAT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

 
  December 31,
2004

  June 30,
2005

 
 
   
  (unaudited)

 
ASSETS              
CURRENT ASSETS:              
  Cash and cash equivalents   $ 38,607   $ 119,419  
  Accounts receivable - net     69,380     61,586  
  Net investment in sales-type leases     24,776     18,735  
  Prepaid expenses and other current assets     25,961     24,391  
  Deferred income taxes     7,817     7,817  
  Assets held for sale     3,300      
   
 
 
    Total current assets     169,841     231,948  
SATELLITES AND OTHER PROPERTY AND EQUIPMENT - Net     1,955,664     1,906,831  
NET INVESTMENT IN SALES-TYPE LEASES     74,990     67,452  
GOODWILL     2,244,131     2,244,131  
DEFERRED CHARGES AND OTHER ASSETS - Net     319,869     291,885  
   
 
 
    TOTAL ASSETS   $ 4,764,495   $ 4,742,247  
   
 
 

LIABILITIES AND STOCKHOLDER'S EQUITY

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 
  Accounts payable and accrued liabilities   $ 68,491   $ 88,619  
  Current portion of long-term debt     4,100     12,400  
  Current portion of satellite incentive obligations     13,148     12,260  
  Accrued interest payable     45,589     36,079  
  Dividends payable         47,507  
  Deferred gains and revenues     26,618     17,977  
   
 
 
    Total current liabilities     157,946     214,842  
LONG-TERM DEBT     3,603,900     2,923,700  
DEFERRED INCOME TAXES     33,790     27,519  
DEFERRED CREDITS AND OTHER (principally customer deposits, satellite incentive obligations and deferred revenue)     271,100     286,620  
   
 
 
    TOTAL LIABILITIES     4,066,736     3,452,681  
   
 
 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

STOCKHOLDER'S EQUITY:

 

 

 

 

 

 

 
  Common stock $0.01 par value; 1,000 shares authorized, at both December 31, 2004 and June 30, 2005, respectively, and 548 shares outstanding at both December 31, 2004 and June 30, 2005, respectively          
  Additional paid-in-capital     129,819     788,169  
  Retained earnings     570,136     505,108  
  Accumulated other comprehensive income (loss)     1,222     (293 )
  Other stockholders' equity     (3,418 )   (3,418 )
   
 
 
    TOTAL STOCKHOLDER'S EQUITY     697,759     1,289,566  
   
 
 
    TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY   $ 4,764,495   $ 4,742,247  
   
 
 

See notes to condensed consolidated financial statements.

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PANAMSAT CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2005
(IN THOUSANDS, EXCEPT SHARE DATA)

 
   
   
   
   
  Accumulated
Other
Comprehensive
Income (Loss),
net of tax

   
   
   
 
 
  Common Stock
   
   
   
   
   
 
 
  Additional
Paid-In
Capital

  Retained
Earnings

  Other
Stockholder's
Equity(1)

   
  Comprehensive
Income (Loss)

 
 
  Shares
  Amount
  Total
 
BALANCE, JANUARY 1, 2005   548   $   $ 129,819   $ 570,136   $ 1,222   $ (3,418 ) $ 697,759        
Additional investment from parent with proceeds from initial public offering           658,350                 658,350        
Foreign currency translation adjustment                   253         253   $ 253  
Unrealized loss on interest rate hedge                   (1,768 )       (1,768 )   (1,768 )
Dividends to stockholder               (52,785 )           (52,785 )    
Net loss               (12,243 )           (12,243 )   (12,243 )
   
 
 
 
 
 
 
 
 
BALANCE, JUNE 30, 2005   548   $   $ 788,169   $ 505,108   $ (293 ) $ (3,418 ) $ 1,289,566   $ (13,758 )
   
 
 
 
 
 
 
 
 

(1)
Represents excess of purchase price over historical cost basis of net assets acquired.

See notes to condensed consolidated financial statements.

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PANAMSAT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2005
(IN THOUSANDS)

 
  June 30,
2004

  June 30,
2005

 
CASH FLOWS FROM OPERATING ACTIVITIES:              
Net loss   $ (21,263 ) $ (12,243 )
Adjustments to reconcile net loss to net cash provided by operating activities:              
  Depreciation and amortization     146,647     136,930  
  Deferred income taxes     (30,528 )   (4,944 )
  Amortization of debt issuance costs and other deferred charges     3,962     9,749  
  Loss on undesignated interest rate swap         18,637  
  Provision for uncollectible receivables     30,456     33  
  Loss on early extinguishment of debt     5,455     24,161  
  Satellite impairment loss     99,946      
  Facilities restructuring and severance costs     2,021     3,765  
  Reversal of sales-type lease liabilities         (4,303 )
  Loss on termination of sales-type lease         2,307  
  Other non-cash items     (3,208 )   (1,664 )
  Changes in assets and liabilities:              
    Collections on investments in sales-type leases     12,427     13,219  
    Operating leases and other receivables     (1,183 )   7,145  
    Prepaid expenses and other assets     (4,517 )   3,606  
    Accounts payable and accrued liabilities     (22,308 )   (19,775 )
    Due from affiliate         125  
    Deferred gains and revenues     4,352     (8,641 )
   
 
 
      NET CASH PROVIDED BY OPERATING ACTIVITIES     222,259     168,107  
   
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:              
  Capital expenditures (including capitalized interest)     (83,886 )   (65,802 )
  Insurance proceeds from satellite recoveries     286,915      
  Net sales of short-term investments     170,659      
  Proceeds from the sale of teleport         3,161  
  Acquisitions, net of cash acquired     (522 )    
   
 
 
      NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES     373,166     (62,641 )
   
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:              
  Repayments of long-term debt     (350,000 )   (671,900 )
  Contribution of dividends to parent         (5,278 )
  Capital contribution by parent         658,350  
  Capitalized debt issuance costs         (632 )
  New incentive obligations     16,250      
  Repayments of incentive obligations     (6,818 )   (6,441 )
  Other equity related transactions     3,493      
   
 
 
      NET CASH USED IN FINANCING ACTIVITIES     (337,075 )   (25,901 )
   
 
 
EFFECT OF EXCHANGE RATE CHANGES ON CASH     (136 )   1,247  
   
 
 
NET INCREASE IN CASH AND CASH EQUIVALENTS     258,214     80,812  
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD     176,087     38,607  
   
 
 
CASH AND CASH EQUIVALENTS, END OF PERIOD   $ 434,301   $ 119,419  
   
 
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:              
Cash received for interest   $ 4,752   $ 1,502  
   
 
 
Cash paid for interest   $ 64,882   $ 151,828  
   
 
 
Cash received for taxes   $ 109   $ 65  
   
 
 
Cash paid for taxes   $ 1,833   $ 6,007  
   
 
 

See notes to condensed consolidated financial statements.

5



PANAMSAT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)   Basis of Presentation

        Within these consolidated financial statements, PanAmSat Corporation and its subsidiaries are referred to as "PanAmSat", "we", "us" and "our". The term "Holdco" refers to our parent company, PanAmSat Holding Corporation.

        These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The condensed consolidated financial statements include all normal and recurring adjustments that management considers necessary to present fairly the financial position as of June 30, 2005, results of operations for the three and six months ended June 30, 2004 and 2005 and cash flows for the six months ended June 30, 2004 and 2005. Certain prior period amounts have been reclassified to conform to the current period's presentation. Operating results for the three and six months ended June 30, 2004 and 2005 are not necessarily indicative of the operating results for the full year. For further information, refer to the consolidated financial statements and footnotes thereto included in our audited financial statements for the year ended December 31, 2004 included within our Annual Report on Form 10-K for the year ended December 31, 2004 (the "Form 10-K") filed with the SEC on March 22, 2005, all amendments thereto, and all of our other filings filed with the SEC from March 22, 2005 through the date of this report.

        On August 20, 2004, affiliates of Kohlberg Kravis Roberts & Co. L.P., or KKR, The Carlyle Group, or Carlyle, and Providence Equity Partners, Inc., or Providence, completed a series of transactions resulting in an entity affiliated with KKR owning approximately 44% of our outstanding common stock and entities affiliated with Carlyle and Providence each owning approximately 27% of our common stock, with the remainder held by certain members of management and our board of directors. We collectively refer to KKR, Carlyle and Providence as the "Sponsors" in this quarterly report. We refer to the August 20, 2004 series of transactions through which the Sponsors acquired and recapitalized us as the "Recapitalization".

        On September 22, 2004, Holdco was formed by the then existing stockholders of PanAmSat. On October 8, 2004, all of PanAmSat's outstanding common stock held by its then existing stockholders was contributed to Holdco in exchange for an equal number of shares of Holdco common stock, par value $.01 per share. As a result of and immediately following that contribution, PanAmSat's then existing stockholders owned Holdco in equal proportion to their prior ownership interest in PanAmSat, and PanAmSat became a wholly-owned subsidiary of Holdco.

        The contribution of PanAmSat to Holdco was accounted for as a recapitalization because neither a change in control nor a business combination occurred and Holdco was not a substantive operating entity. Accordingly, there was no change in the basis of the assets and liabilities of PanAmSat. Therefore, all operations of PanAmSat prior to the contribution to Holdco are reflected herein at their historical amounts.

(2)   Holdco Initial Public Offering

        On March 22, 2005, Holdco consummated an initial public offering of 50 million shares of its common stock to repay a portion of the borrowings under our Term Loan A Facility, redeem a portion of our 9% senior notes due 2014 and pay a dividend to its pre-existing stockholders. The net proceeds of the initial public offering were approximately $850 million (net of underwriting discounts, fees and expenses associated with the initial public offering). On March 22, 2005, Holdco utilized a portion of

6



these net proceeds to make an equity contribution to us of approximately $658.4 million. We used approximately $265.0 million of these funds to repay a portion of the borrowings under our Term Loan A Facility. On April 1, 2005, we redeemed $353.5 million, or 35%, of our 9% senior notes with a portion of these funds and paid a redemption premium of $31.8 million to holders of these notes. In connection with and contingent upon Holdco's initial public offering, our senior secured credit facilities were amended to, among other things:

(3)   Dividend Policy of Parent

        Our board of directors adopted a dividend policy that became effective upon the closing of Holdco's initial public offering. Our dividend policy reflects an intention to distribute a substantial portion of the cash generated by our business in excess of operating expenses and working capital requirements, interest and principal payments on our indebtedness and capital expenditures as regular quarterly dividends to our sole stockholder, Holdco, for payment as a dividend to its stockholders. On March 21, 2005 our board of directors declared a dividend to Holdco of approximately $5.28 million. This dividend was paid in April 2005. On June 20, 2005, our board of directors declared a dividend to Holdco of approximately $47.5 million, which was paid on July 14, 2005.

(4)   Stock Split, Reverse Stock Split and Amended and Restated Certificate of Incorporation

        In connection with the Recapitalization, on August 20, 2004, our board of directors effected an approximately 4.37 for 1 stock split of our common stock. On December 17, 2004, we amended and restated our certificate of incorporation to effect a 1 for 200,000 reverse stock split of our common stock. Unless otherwise indicated, all share and per share amounts, as well as the par value amount and additional paid in capital amount related to these shares within these condensed consolidated financial statements, have been restated for all periods presented to give retroactive effect to the stock split and the reverse stock split.

(5)   Long-term Debt

        With a portion of the proceeds from its initial public offering, Holdco made an equity contribution to us of approximately $658.4 million, which we used to repay approximately $265.0 million of the borrowings under our Term Loan A Facility on March 22, 2005, redeem $353.5 million, or 35%, of our 9% senior notes and pay a redemption premium of $31.8 million to holders of these notes on April 1, 2005. In addition, we also repaid an additional $25.0 million of the Term Loan A facility with cash on hand on March 22, 2005. On June 17, 2005 we made a voluntary prepayment of $28.4 million under our Term Loan A facility from available cash on hand.

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        During the six months ended June 30, 2005, we recorded non-cash charges totaling approximately $24.2 million for unamortized debt issuance costs written off as a result of the $353.5 redemption of our 9% senior notes in April 2005 and the $318.4 million of voluntary debt repayments made on our Term Loan A facility during this period.

        As of December 31, 2004 and June 30, 2005, long-term debt consisted of the following (in thousands):

 
  December 31,
2004

  June 30,
2005

63/8% Notes due 2008   $ 150,000   $ 150,000
81/2% Notes due 2012     1,190     1,190
67/8% Notes due 2028     125,000     125,000
Transaction Related Financing:            
Revolving Credit Facility        
Term Loan A due 2009     674,310     355,910
Term Loan B / Term Loan B-1 due 2011     1,647,500     1,647,500
9% Senior Notes due 2014     1,010,000     656,500
   
 
      3,608,000     2,936,100
Less: current maturities     4,100     12,400
   
 
Total Long-Term Debt   $ 3,603,900   $ 2,923,700
   
 

        At June 30, 2005, we had total debt outstanding of approximately $2.9 billion, including current maturities of $12.4 million related to our Term Loan B-1 facility due 2011.

        Holdco's primary source of liquidity is cash flow generated from the operations of its subsidiaries, including us. Holdco's ability to pay dividends on its common stock and make payments on its 103/8% senior discount notes due 2014 is dependent on the earnings and the distribution of funds from us. The agreements governing our senior secured credit facilities and 9% senior notes are the two contractual obligations of ours that significantly restrict our ability to pay dividends or otherwise transfer assets to Holdco. Payment of dividends is also subject to compliance with Delaware law.

        Concurrent with the completion of Holdco's initial public offering, we amended our senior secured credit facilities. Borrowings under our senior secured credit facilities bear interest at the borrower's option at either adjusted LIBOR plus an applicable margin or the alternate base rate plus an applicable margin. Borrowings under the senior secured credit facilities are subject to adjustment based on a pricing grid.

        Our senior secured credit facilities are comprised of a $250.0 million revolving credit facility, which will terminate in August 2009, an $800.0 million Term Loan A Facility, which matures in August 2009, and a $1,647.5 million Term Loan B-1 Facility, which matures in August 2011. At June 30, 2005, the interest rates on the Term Loan A Facility and Term Loan B-1 Facility were 1 month LIBOR of 3.24% plus 1.75% and 3 month LIBOR of $3.40% plus 2.25%, respectively, and the revolving credit facility was undrawn. These rates are subject to change based upon our total leverage ratio. In addition, we are required to pay a commitment fee for the unused commitments under the revolving credit facility, if any, which, as of June 30, 2005 on an annual basis was 0.25%. As of June 30, 2005 we had outstanding letters of credit totaling $43.2 million. Outstanding letters of credit reduce our ability to borrow against the revolving credit facility by an equivalent amount. Any amounts borrowed under the revolving credit facility would bear interest at 1 month LIBOR plus 1.75% as of June 30, 2005, although this interest rate is subject to adjustment based on our total leverage ratio.

        Obligations under the senior secured credit facilities are, or will be, as the case may be, unconditionally and irrevocably guaranteed jointly and severally by our current and future domestic

8



subsidiaries and are secured by substantially all of our assets and substantially all of the assets of each of our current and future domestic subsidiaries.

        The 9% senior notes require interest payments to be made semi-annually, mature on August 15, 2014, are unsecured, and are, or will be, as the case may be, unconditionally guaranteed by each of our existing and certain subsequently acquired or organized domestic restricted subsidiaries.

        As of June 30, 2005, we had outstanding 10 and 30-year fixed rate notes totaling $275.0 million which were issued in January 1998. The outstanding principal balances, interest rates and maturity dates for these notes as of June 30, 2005, are $150.0 million at 6.375% due 2008 and $125.0 million at 6.875% due 2028, respectively. Principal on these notes is payable at maturity, while interest is payable semi-annually.

        As of June 30, 2005, we also had outstanding $1.2 million of our 81/2% senior notes due 2012. These notes are unsecured, and are unconditionally guaranteed by each of our existing domestic restricted subsidiaries.

        We are required to maintain certain financial covenants and are also subject to restrictive covenants under our borrowings. As of June 30, 2005, we were in compliance with all such covenants.

(6)   Interest Rate Swap Agreements

        In accordance with the agreement governing our old senior secured credit facilities that were repaid in 2004, we are party to an interest rate swap agreement for a fixed rate payment of 5.64% on $100.0 million through August 30, 2005. If the counterparty fails to meet the terms of the interest rate swap agreement, our exposure is limited to the interest rate differential on the notional amount at each quarterly settlement period over the life of the agreements. We do not anticipate non-performance by the counterparty. The fair value of the interest rate swap agreement is the estimated amount that we would pay or receive to terminate the agreement at the reporting date, taking into account current interest rates, the market expectation for future interest rates and our current creditworthiness. The fair value of the outstanding interest rate swap agreement as of June 30, 2005, based upon quoted market prices from the counterparty, reflected a short-term asset of approximately $46 thousand. In June of 2004, in connection with the repayment of the Term Loan B-1 facility of our old credit facility, our cash flow hedge became undesignated and therefore changes in the fair value of the interest rate swap have been recorded within our consolidated statement of operations from that time.

        On March 14, 2005, we entered into a five year interest rate swap agreement to hedge interest expense on a notional amount of $1.25 billion. The notional amount will amortize down to $625 million on March 14, 2008 until expiration on March 15, 2010. In relation to this swap agreement, we exchanged our floating-rate obligation on $1.25 billion of our Term Loan B-1 facility for a fixed-rate obligation, subject to scheduled rate increases based on the LIBOR rate used. The counterparties to this agreement are highly rated financial institutions. In the unlikely event that the counterparties fail to meet the terms of the interest rate swap agreement, our exposure is limited to the interest rate differential on the notional amount at each quarterly settlement period over the life of the agreements. We do not anticipate non-performance by the counterparties.

        The fair value of the interest rate swap agreement is the estimated amount that we would pay or receive to terminate the agreement at the reporting date, taking into account current interest rates, the market expectation for future interest rates and our current creditworthiness. The fair value of the outstanding interest rate swap agreement as of June 30, 2005, based upon quoted market prices from the counterparties, reflected a long-term liability of approximately $22.1 million. Through May 24, 2005, the interest rate swap was undesignated and therefore changes in its fair value through May 24, 2005 have been recorded within operating costs and expenses in our consolidated statement of operations. As of May 25, 2005, the swap was considered a designated cash flow hedge and deemed effective, and

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therefore qualifies for hedge accounting treatment under SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"). At the end of each fiscal quarter, we must measure any ineffectiveness of the hedged transaction, and record this as an adjustment to interest expense in the consolidated statement of operations. Quarterly changes in the hedged asset or liability after May 24, 2005, representing effectiveness of the hedge, will be recorded within comprehensive income (loss) in our consolidated balance sheet and will be reclassified into interest expense in the period in which the hedge affects earnings. At June 30, 2005, $630 thousand of hedge ineffectiveness was recorded as additional interest expense.

        On the interest rate reset date of June 14, 2005, the interest rate which the counterparties will utilize on September 14, 2005 to compute interest due to us was determined to be 3.40%. This will result in us paying the counterparties approximately $473 thousand on September 14, 2005 (the difference between the rate we must pay of 3.548% and the rate we will receive from the counterparties of 3.40%).

(7)   Facilities Restructuring and Severance Costs

        Facilities restructuring and severance costs were $0.6 million and $0.4 million for the three months ended June 30, 2004 and 2005, and $2.4 million and $3.8 million for the six months ended June 30, 2004 and 2005, respectively.

        In January 2003, our management approved a plan to consolidate certain of our teleports in order to improve customer service and reduce operating costs. This teleport consolidation plan included the closure of certain owned teleports and the reduction of services at our Fillmore and Castle Rock teleports. Under this plan, our Homestead, Florida teleport was closed in 2003 and in June 2004 we closed our Spring Creek, New York teleport. Our Spring Creek teleport was sold on October 28, 2004. On June 3, 2005, we completed the sale of our Homestead teleport for approximately $3.2 million, net of associated selling costs. During the three months ended June 30, 2004 and 2005, we recorded charges of $0.5 million and $0.0 million, respectively, and during the six months ended June 30, 2004 and 2005 we recorded charges of $1.0 million and $2.5 million, respectively, related to this teleport consolidation plan, representing severance costs in 2004 and certain costs incurred in relation to equipment transferred to other locations in 2005.

        On March 29, 2002, our management approved a plan to restructure several of our United States locations and close certain facilities, some of which are currently being leased through 2011. In an effort to further streamline our operations, in the first quarter of 2004, we consolidated our Manhattan Beach, El Segundo and Long Beach, California facilities. As a result, we recorded a non-cash charge of $1.4 million during the first quarter of 2004 reflecting future lease costs related to approximately 18,000 square feet of unused facilities in Manhattan Beach. We recorded a non-cash charge of approximately $0.4 million in the first quarter of 2005 in relation to increased future lease costs related to one of our idle facilities.

        In October 2003 and October 2004, our management approved plans to reduce our workforce by approximately 45 employees and 25 employees, respectively. During the three months ended June 30, 2004 and 2005, we recorded severance charges of $0.0 million and $0.4 million, respectively, and during the six months ended June 30, 2004 and 2005, we recorded charges of $0.0 million and $0.8 million, respectively, in relation to these plans. These severance costs were primarily related to employee compensation, benefits and outplacement services.

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        The following table summarizes the recorded accruals and activity related to our teleport consolidation, facilities restructuring and severance charges during the six months ended June 30, 2005 (in millions):

 
  Facilities
Restructuring

  Teleport
Consolidation

  Severance
Costs

  Total
 
Balance as of January 1, 2005   $ 6.3   $ 0.3   $ 0.5   $ 7.1  
Restructuring charges     0.5     2.5     0.8     3.8  
Less: non-cash items         (2.5 )       (2.5 )
Less: net cash payments     (0.9 )   (0.2 )   (0.6 )   (1.7 )
   
 
 
 
 
Balance as of June 30, 2005   $ 5.9   $ 0.1   $ 0.7   $ 6.7  
   
 
 
 
 

        We expect to pay the $0.8 million of liabilities related to our severance costs and teleport consolidation plans within the next year and we expect to pay the $5.9 million of liabilities related to our facilities restructuring plan over the next six years.

(8)   Interest Expense - Net

        Interest expense for the three months ended June 30, 2004 and 2005 is recorded net of capitalized interest of $1.9 million and $6.2 million, respectively, and interest income of $3.2 million and $0.7 million, respectively. Interest expense for the six months ended June 30, 2004 and 2005 is recorded net of capitalized interest of $2.2 million and $11.0 million, respectively, and interest income of $5.1 million and $1.3 million, respectively. Included in interest expense for the three and six months ended June 30, 2004 is the write-off of approximately $5.5 million of unamortized debt issuance costs related to the June 2004 prepayment under our old Term Loan B-1 facility of $349.1 million. Included in interest expense for the three and six months ended June 30, 2005 is approximately $46.5 million and $56.0 million, respectively, of unamortized debt issuance costs which were written-off as a result of the prepayment of $290.0 million on our senior secured credit facilities on March 22, 2005, the redemption of $353.3 million, or 35%, of our 9% senior notes on April 1, 2005, including a redemption premium of $31.8 million paid to the holders of these notes, and the voluntary prepayment of $28.4 million on June 17, 2005 under our Term Loan A facility from available cash on hand in June 2005.

(9)   Commitments and Contingencies

Satellite Incentive Obligations

        Satellite contracts typically require that we make progress payments during the period of the satellite's construction and orbital incentive payments (plus interest) over the orbital life of the satellite. The incentive obligations may be subject to reduction if the satellite fails to meet specific technical operating standards. Certain of our satellite construction contracts also provide that certain amounts paid by us during the construction phase are subject to refund (with interest) if the satellite fails to meet these technical operating standards. As of June 30, 2005, we had $104.4 million of liabilities recorded in relation to these satellite incentive obligations.

Satellite Commitments

        As of June 30, 2005, we had approximately $222.4 million of expenditures remaining under existing satellite construction contracts and $67.2 million remaining under existing satellite launch contracts. Satellite launch and in-orbit insurance contracts related to future satellites to be launched are cancelable up to thirty days prior to the satellite's launch. As of June 30, 2005, we did not have any non-cancelable commitments related to existing launch insurance or in-orbit insurance contracts for satellites to be launched.

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        In April 2004, we committed to construct a new satellite, Galaxy 16, and in February 2005, we entered into an agreement for the construction of Galaxy 18. These satellites, together with our Galaxy 17 satellite already under construction, will serve as replacements for Galaxy 4R, Galaxy 10R and Galaxy 11. The construction program contemplates the availability of one of these satellites as an on-ground backup against launch failure or substantial delay of either of the other two satellites. Construction of Galaxy 18 began in 2005 and we plan to launch this satellite in the second quarter of 2007.

        The manufacturer of Galaxy 16 and 18 is in the process of emerging from Chapter 11 bankruptcy. Both the Galaxy 16 and Galaxy 18 construction contracts have been approved by the bankruptcy court. Our agreements for the construction of Galaxy 16 and Galaxy 18 contain financial covenants applicable to the manufacturer, including a requirement that all payments made or to be made to the manufacturer be utilized for the construction of these satellites. We also have a security interest in the satellites under construction by this manufacturer. In June 2005, we entered into launch agreements for these two satellites. Pursuant to these agreements, $65.8 million previously paid for the launch of Galaxy 8-iR will be applied to the launch of our Galaxy 16 satellite.

        On April 12, 2005, we entered into an agreement for the construction of PAS-11, which will be located at 43 degrees west longitude and will serve as a replacement for our PAS 6-B Ku-band satellite and the C-band portion of our PAS-3R satellite.

Satellite Insurance

        In December 2003, we reached a final settlement of insurance claims on our PAS-1R and Galaxy 11 satellites for payment of $260.0 million, which related to solar panel anomalies on those satellites. We will continue to own and operate these satellites free and clear of any claims of these insurers. We offset the proceeds from this settlement against the carrying value of the satellites. In the first quarter of 2004, we received the $260.0 million settlement amount.

        In July 2003, we filed a proof of loss under the insurance policy for our Galaxy 4R satellite after the secondary xenon-ion propulsion system, or XIPS, on this satellite ceased working. In 2003, we settled an insurance claim on our Galaxy 4R satellite related to the failure of its propulsion system and received $102.6 million from insurers representing approximately 83% of the insurance coverage on the satellite. In March 2004, we reached an agreement with and received $26.9 million from the insurer representing the remaining 17% of the insurance coverage on this satellite. The settlement with the insurer representing 17% coverage includes a future sharing of revenues actually received from the satellite. We proportionately offset the proceeds from these settlements against the insured carrying value of the satellite and the net investment in sales-type lease. We are constructing a replacement satellite for Galaxy 4R, which is scheduled to be launched in 2006, prior to the end of Galaxy 4R's useful life.

        As of June 30, 2005, we had in effect launch and in-orbit insurance policies covering four satellites in the aggregate amount of approximately $447.3 million. As of such date, these insured satellites had an aggregate net book value and other insurable costs of $594.4 million. We had 19 uninsured satellites in orbit as of June 30, 2005. Our currently uninsured satellites are: PAS-4, which is used as a backup satellite; PAS-5 and PAS-7, for which we received insurance proceeds for constructive total losses; Galaxy 1R, Galaxy 3R, and SBS-6, which are approaching the ends of their useful lives; Galaxy 4R, Galaxy 10R, Galaxy 11 and PAS-1R, for which we received insurance proceeds for partial losses; PAS-2, PAS-3R, PAS-6B, PAS-8, Galaxy 9 and Galaxy 12, for which we determined that insurance was not available on commercially reasonable terms; and HGS-3, HGS-5 and Leasat, which have an aggregate book value of approximately $0.5 million. Our Galaxy 9 satellite currently serves as an in-orbit backup for the C-band portions of Galaxy 1R, Galaxy 3C, Galaxy 4R, Galaxy 10R, Galaxy 11, and Galaxy 13/Horizons 1. The C-band portion of the satellites that are currently covered by C-band in-orbit backups had an aggregate net book value of approximately $241.2 million as of June 30, 2005.

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        Of the insured satellites, as of June 30, 2005, two were covered by policies with substantial exclusions or exceptions to coverage for failures of specific components identified by the underwriters as at risk for possible failure, or Significant Exclusion Policies. The exclusions reduce the probability of an insurance recovery in the event of a loss on these satellites. One of the satellites, PAS-9, has operational redundancies available for the systems on which exclusions have been imposed. We believe that this redundancy allows for uninterrupted operation of the satellite in the event of a failure of the component subject to the insurance exclusion. The second satellite, Galaxy 13/Horizons 1, which was placed in service in January 2004 and is insured by a policy with an exclusion for XIPS related anomalies, continues to have fully redundant XIPS as its primary propulsion system. Certain enhancements have been made to the XIPS on this satellite to make the systems more robust. In addition, Galaxy 13/Horizons 1 has available backup bi-propellant of approximately 11.6 years.

        At June 30, 2005, the uninsured satellites and the satellites insured by Significant Exclusion Policies had a total net book value and other insurable costs of approximately $1.05 billion. Of this amount, $798.5 million related to uninsured satellites and $247.2 million related to satellites insured by Significant Exclusion Policies.

        Upon the expiration of the insurance policies, there can be no assurance that we will be able to procure new policies on commercially reasonable terms. New policies may only be available with higher premiums or with substantial exclusions or exceptions to coverage for failures of specific components.

        An uninsured failure of one or more of our satellites could have a material adverse effect on our financial condition and results of operations. In addition, higher premiums on insurance policies will increase our costs, thereby reducing our income from operations by the amount of such increased premiums.

Operating Leases

        We have commitments for operating leases primarily relating to our executive office facilities in Wilton, Connecticut and other locations. These leases contain escalation provisions for increases as a result of increases in real estate taxes and operating expenses. As of June 30, 2005, minimum annual rentals of all leases, exclusive of potential increases in real estate taxes, operating assessments and future sub-lease income aggregated $29.0 million.

Customer and Vendor Obligations

        We have contracts with certain of our customers which require us to provide equipment, services and other support during the term of the related contracts with us. As of June 30, 2005, we had commitments to provide equipment, services and other support under these customer contracts, which aggregated approximately $38.9 million.

        In July 2005, PanAmSat signed an agreement with a customer in which PanAmSat is a subcontractor and the customer is the prime contractor to its end user customer. In exchange for PanAmSat's engagement as a subcontractor on this project, PanAmSat has agreed to guarantee the prime contractor's $8.8 million performance bond.

        We have long-term contractual obligations with service providers primarily for the operation of certain of our satellites. As of June 30, 2005, we have commitments under these vendor contracts which aggregated approximately $51.6 million related to the provision of equipment, services and other support.

Change-in-Control Obligations

        Certain of our senior executives are party to change-in-control severance agreements which provide for payment of severance and other benefits in the event of an involuntary termination of the

13



executive's employment (as defined in such agreements) within three years after a change in control. The requisite changes of control required under these agreements have occurred and these agreements will apply if an involuntary termination of an executive occurs during the periods specified by the agreements. Based upon current compensation levels, if all of these executives receive the termination related benefits as specified by their respective agreements, the aggregate cost to us would be up to $10.9 million (net of tax benefits of $6.3 million).

        In addition, our Severance Pay Plan allows for the payment of enhanced severance to employees laid off or who resign for good reason (as defined in such plan) due to, and within two years following, a change in control.

        We and Holdco granted stock options to certain employees subsequent to the Recapitalization. In October 2004, the options granted by us were assumed by Holdco. In addition, certain employees also acquired common stock of Holdco. The vesting of the stock options accelerates in the event of certain changes in control of Holdco. Pursuant to contractual obligations, we could be obligated to make payments for vested options and to repurchase shares held by certain employees in the event of the death or qualifying disability of any such employee. In all other circumstances, Holdco has the right, but not the obligation, to call the common stock held by employees and, therefore, no contingent obligation would exist for us.

Foreign Withholding Taxes

        We have outstanding tax claims related to withholding taxes assessed on revenues derived from broadcasters inside and outside of India who broadcast from or into India. For the Indian tax year ended March 31, 1997, the Indian government has assessed approximately $9.3 million, including interest, against one of our subsidiaries. This assessment is being appealed to the Income Tax Appeals Tribunal. For Indian tax years ended March 31, 1996, 1998, 1999, 2000 and 2001, the Indian government has assessed approximately $41.6 million in the aggregate against us, including interest. This assessment has been appealed to the Commissioner of Income Tax (Appeals). The Indian government has since assessed tax and interest for the tax year ended March 31, 2002 of approximately $6.2 million. The total amount assessed for all periods is approximately $57.1 million. We are contesting the imposition of such taxes. While this contest proceeds, we have been required to advance cash and provide a bank guarantee for a total of approximately $43.2 million. To date, we have paid cash of approximately $1.2 million related to these assessment years. If unsuccessful in our contest, we could be subject to comparable claims for subsequent years. In connection with the Recapitalization, The DIRECTV Group agreed to indemnify us for these and certain other taxes related to any periods or portions of such periods ending on or prior to the day of the closing of the Recapitalization in amounts equal to 80% of the first $75.0 million of such taxes and 100% of such taxes in excess of the first $75.0 million. As a result, our net tax liability related to these periods is capped at $15.0 million.

(10)    Certain Relationships and Related Transactions Prior to and as a Result of the Completion of the Recapitalization

Transactions with The DIRECTV Group and its Affiliates

        Until the consummation of the Recapitalization on August 20, 2004, The DIRECTV Group and its affiliates were related parties of ours.

        In relation to the tax separation agreement we entered into with The DIRECTV Group as part of the Recapitalization, we have recorded an $81.7 million receivable related to foreign withholding tax claims made against us by the Indian government, the related payments made to date by us on those claims, and for certain other foreign and domestic tax claims against us and tax payments made by us.

14


        We provide satellite capacity, telemetry, tracking and control, or TT&C, and other related services and facilities to several subsidiaries of The DIRECTV Group and purchase certain services and equipment from a subsidiary of The DIRECTV Group. Additionally, for the period prior to the consummation of the Recapitalization, we reimbursed The DIRECTV Group for the allocated costs of certain jointly incurred expense items, principally relating to administrative and other expenses. Revenues derived from The DIRECTV Group and its affiliates were $33.3 million and $63.8 million for the three and six months ended June 30, 2004, respectively, or 16.1% and 15.5% of our total revenues for the respective periods.

        In addition, The DIRECTV Group leases office space to us in Long Beach, California and land for our teleport in Castle Rock, Colorado, and permits the participation by us and our employees in certain discount programs. Prior to the Recapitalization, The DIRECTV Group provided general liability insurance and certain administrative services to us, including the provision of certain advisory and audit services. During the three and six months ended June 30, 2004, we incurred expenses related to such arrangements with The DIRECTV Group of approximately $0.4 and $1.0 million. In addition, during the three and six months ended June 30, 2004, we purchased services and equipment from the DIRECTV Group of approximately $0.9 million and $1.0 million, respectively.

Transactions with The News Corporation and its Affiliates (Other than The DIRECTV Group)

        Until the consummation of the Recapitalization on August 20, 2004, The News Corporation and its affiliates were related parties of ours.

        We are a party to agreements with The News Corporation and certain of its subsidiaries and affiliates pursuant to which we provide satellite capacity, TT&C and other related services. Revenues derived from The News Corporation and its affiliates were $20.6 million and $41.0 million for the three and six months ended June 30, 2004, respectively, or 10.0% of our total revenues for both periods.

Effect of the Recapitalization

        As a result of the Recapitalization, effective August 20, 2004, The DIRECTV Group and The News Corporation were no longer related parties of ours and the Sponsors and their affiliates became related parties of ours.

Transactions with The Sponsors and Their Affiliates

        The Sponsors provided management and advisory services to us pursuant to management services agreements executed at the closing of the Recapitalization. The Sponsors charged us an aggregate management fee of $2.0 million annually for the provision of these services, subject to an annual increase of three percent. In connection with, and effective upon completion of, our initial public offering on March 22, 2005, each of the Sponsors terminated their respective management services agreements for an aggregate consideration of $10.0 million. For the period from January 1, 2005 through March 22, 2005, we recorded approximately $10.4 million of expense for these management fees (including the termination payment). The annual advisory fee did not include, and the Sponsors may receive, additional compensation for providing investment banking or other advisory services provided in connection with any specific acquisition or divestiture transactions or in the event the Sponsors perform services above and beyond those previously called for by the agreements.

        During 2004, we retained Capstone Consulting to provide us with consulting services, primarily to identify and advise on potential opportunities to reduce our costs and identify other potential opportunities to grow our business. Although neither KKR nor any entity affiliated with KKR owns any of the equity of Capstone, KKR has provided financing to Capstone. We recorded approximately $0.3 million and $0.5 million of expenses during the three and six months ended June 30, 2005, respectively, to Capstone Consulting, all of which was paid through June 30, 2005.

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        Certain members of our board of directors whose services are compensated are principals of or are affiliated with the Sponsors.

        We provide satellite capacity, TT&C and other related services to affiliates of one of the Sponsors. Revenues for these services were $0.6 million and $1.2 million for the three and six months ended June 30, 2005, respectively. As of June 30, 2005, we had a customer receivable related to one of these affiliates of approximately $0.1 million.

        Included in our total contracted backlog of $4.68 billion as of June 30, 2005 is approximately $4.1 million of contracted backlog from these affiliates of the Sponsors. Contracted backlog represents future cash payments expected from customers under all long-term contractual agreements.

        During the three and six months ended June 30, 2005, we procured $0.1 million and $0.9 million, respectively, of insurance and insurance-related services from an affiliate of one of the Sponsors.

(11)    Operating Segments

        Statement of Financial Accounting Standards No. 131, "Disclosures About Segments of an Enterprise and Related Information" (SFAS No. 131) establishes standards for reporting information about operating segments in annual financial statements of public business enterprises and requires that those enterprises report selected information about operating segments in interim financial reports issued to shareholders. Operating segments are components of an enterprise about which separate financial information is available and regularly evaluated by the chief operating decision maker(s) of an enterprise. We have organized our company into two operating segments based upon the types of customers served, services provided and the economic characteristics of each segment. Our operating segments are:

        Fixed Satellite Services ("FSS"): Through FSS, we lease transponder capacity to customers for various applications, including broadcasting, news gathering, Internet access and transmission, private voice and data networks, business television, distance learning and Direct-to-Home, or DTH, television and provide TT&C and network services to customers.

        Government Services ("G2"): Through G2, we provide global satellite and related telecommunications services to the federal government, international government entities, and their contractors.

        The DIRECTV Group and The News Corporation, which are customers of our FSS segment, comprised approximately 16.2% and 12.2% respectively, of our total revenues for the three months ended June 30, 2005 and approximately 16.2% and 12.6%, respectively, of our total revenues for the six months ended June 30, 2005.

        As a result of the Recapitalization, we began utilizing Segment EBITDA as a measure of performance for our operating segments beginning in the third quarter of 2004. We evaluate the performance of our operating segments based on several factors, of which the primary financial measure is segment net income (loss) plus net interest expense, income tax expense (benefit) and depreciation and amortization, further adjusted to exclude non-recurring items and other non-cash adjustments largely outside of the segment operating managers' control ("Segment EBITDA"). Segment EBITDA is presented herein because our chief operating decision maker evaluates and measures each business unit's performance based on its Segment EBITDA results.

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        Selected information for our operating segments is as follows (in thousands):

 
  Three Months Ended:
  Six Months Ended:
 
 
  June 30,
2004

  June 30,
2005

  June 30,
2004

  June 30,
2005

 
Revenues:                          
FSS   $ 188,782   $ 198,448   $ 378,209   $ 392,317  
G2     22,605     22,522     44,421     42,981  
Eliminations     (4,562 )   (7,118 )   (10,375 )   (12,638 )
   
 
 
 
 
Total Revenues   $ 206,825   $ 213,852   $ 412,255   $ 422,660  
   
 
 
 
 

Depreciation and Amortization Expense:

 

 

 

 

 

 

 

 

 

 

 

 

 
FSS   $ 70,970   $ 66,875   $ 145,867   $ 136,350  
G2     342     290     780     580  
   
 
 
 
 
Total Depreciation and Amortization Expense   $ 71,312   $ 67,165   $ 146,647   $ 136,930  
   
 
 
 
 

Income from Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 
FSS   $ 40,942   $ 72,126   $ 10,269   $ 141,618  
G2     3,575     3,502     5,325     6,504  
   
 
 
 
 
Total Income from Operations   $ 44,517   $ 75,628   $ 15,594   $ 148,122  
   
 
 
 
 

Segment EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 
FSS   $ 151,252   $ 163,316   $ 303,054   $ 323,365  
   
 
 
 
 
G2   $ 3,917   $ 4,068   $ 6,105   $ 7,490  
   
 
 
 
 

Capital Expenditures:

 

 

 

 

 

 

 

 

 

 

 

 

 
FSS   $ 62,202   $ 43,290   $ 83,886   $ 64,555  
G2         465         1,247  
   
 
 
 
 
Total Capital Expenditures   $ 62,202   $ 43,755   $ 83,886   $ 65,802  
   
 
 
 
 

 


 

December 31,
2004


 

June 30,
2005


 
Assets:              
FSS   $ 4,736,428   $ 4,719,801  
G2     39,531     38,538  
Eliminations     (11,464 )   (16,092 )
   
 
 
Total Assets   $ 4,764,495   $ 4,742,247  
   
 
 

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        The following table sets forth a reconciliation of Income from operations to Segment EBITDA for our FSS operating segment and our G2 operating segment for the periods indicated (in thousands):

 
  Three Months Ended
June 30,

  Six Months Ended
June 30,

 
 
  2004
  2005
  2004
  2005
 
FSS Operating Segment:                          
Reconciliation of income from operations to Segment EBITDA:                          
Income from operations   $ 40,942   $ 72,126   $ 10,269   $ 141,618  
Depreciation and amortization     70,970     66,875     145,867     136,350  
   
 
 
 
 
EBITDA     111,912     139,001     156,136     277,968  
Adjustment of sales-type leases to operating leases(a)     6,313     6,677     12,403     13,210  
Loss on termination of sales-type leases(b)                 2,307  
Satellite impairment(c)             99,946      
Restructuring charges(d)     573     140     2,428     3,359  
Reserves for long-term receivables(e)     28,146     (1,450 )   28,146     (4,303 )
Reversal of allowance for customer credits(f)     2,700         5,400      
Transaction-related costs(g)     500     12     500     10,545  
Loss on undesignated interest rate swap(h)         18,637         18,637  
Other items(i)     1,108     299     (1,905 )   1,642  
   
 
 
 
 
Segment EBITDA   $ 151,252   $ 163,316   $ 303,054   $ 323,365  
   
 
 
 
 

G2 Operating Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 
Reconciliation of income from operations to Segment EBITDA:                          
Income from operations   $ 3,575   $ 3,502   $ 5,325   $ 6,504  
Depreciation and amortization     342     290     780     580  
   
 
 
 
 
EBITDA     3,917     3,792     6,105     7,084  
Restructuring charges(d)         276         406  
   
 
 
 
 
Segment EBITDA   $ 3,917   $ 4,068   $ 6,105   $ 7,490  
   
 
 
 
 

(a)
For all periods presented, adjustment of sales-type leases to operating leases represents the principal portion of the periodic sales-type lease payments that are recorded against the principal balance outstanding. These amounts would have been recorded as operating lease revenues if these agreements had been accounted for as operating leases instead of sales-type leases. These adjustments have the effect of including the principal portion of our sales-type lease payments in the period during which cash is collected.

(b)
For the six months ended June 30, 2005, loss on termination of sales-type leases represents the non-cash loss of $2.3 million incurred upon the conversion of one of our customer's sales-type lease agreements to an operating lease agreement in the first quarter of 2005.

(c)
For the six months ended June 30, 2004, satellite impairment represents the pre-tax impairment charge related to the anomalies experienced by our PAS-6 satellite during the first quarter of 2004, which resulted in this satellite being de-orbited on April 2, 2004.

(d)
Restructuring charges represent severance costs, leasehold termination costs and/or other facility closure costs. (See Note 7 "Facilities Restructuring and Severance Costs").

18


(e)
For the three and six months ended June 30, 2004, amount represents the pre-tax charge for long-term receivable balances due from a customer of $28.1 million which was recorded within our provision for uncollectible receivables. For the three months ended June 30, 2005, amount represents the reversal of approximately $1.5 million of in-orbit insurance liabilities, representing previously recorded expenses for sales-type leases on our Galaxy 4R satellite that are no longer insured. For the six months ended June 30, 2005, amount represents the reversal of approximately $4.3 million of in-orbit insurance liabilities, representing previously recorded expenses for sales-type leases on our Galaxy 4R and Galaxy 10R satellites that are no longer insured. During the six months ended June 30, 2005, the insurance policies covering our Galaxy 4R and Galaxy 10R satellites expired and were not replaced and, as a result, these satellites and their related assets are no longer insured.

(f)
For the three and six months ended June 30, 2004, we recorded an allowance for customer credits related to receivables from a customer affiliated with The News Corporation, as collectibility was not reasonably assured. The adjustment represents the amount of revenues that would have been recognized had the allowance for customer credits not been recorded.

(g)
For the three and six months ended June 30, 2004, amount represents costs incurred in relation to the Recapitalization. These costs consisted of $0.5 million relating to proxy solicitation costs. For the three and six months ended June 30, 2005, amount represents (i) $10.0 million paid to the Sponsors on March 22, 2005 in relation to the termination of their respective management services agreement with us and (ii) non-capitalizable third party costs.

(h)
For the three and six months ended June 30, 2005, loss on undesignated interest rate swap represents changes in the fair value of the interest rate swap prior to the swap being designated as a hedge and qualifying for hedge accounting treatment.

(i)
For the three months ended June 30, 2004, other items consist of (i) $0.8 million of non-cash stock compensation expense, (ii) $0.1 million loss from an investment accounted for by the equity method and (iii) $0.2 million of transaction costs related to acquisitions not consummated. For the three months ended June 30, 2005, other items consist of (i) $0.1 million of expenses for management advisory services from the Sponsors, (ii) $0.1 million of non-cash stock compensation expense, (iii) $0.1 million of acquisition fees, and (iv) $0.2 million of loss from discontinued operations, offset by $0.1 million gain on disposal of fixed assets, and $0.1 million gain from an equity investment. For the six months ended June 30, 2004, other items consist of (i) $2.6 million of non-cash reserve adjustments and (ii) $1.4 million gain on the disposal of assets, partially offset by (x) $1.5 million of non-cash stock compensation expense, (y) $0.3 million loss from an investment accounted for by the equity method and (z) $0.3 million of transaction costs related to acquisitions not consummated. For the six months ended June 30, 2005, other items consist of (i) $0.5 million of expenses for management advisory services from the Sponsors, (ii) $0.1 million loss on disposal of fixed assets, (iii) $0.6 million of non-cash stock compensation expense, (iv) $0.4 million loss from discontinued operations and (v) $0.1 million of acquisition costs, less $0.1 million of gains on equity investment.

(12)    Short-Term Investments

        For all periods presented herein investments in auction rate certificates have been reclassified from cash and cash equivalents to short-term investments on the consolidated balance sheet. The reclassification was effected because the certificates had stated maturities beyond three months. The amounts of the investments in auction rate certificates as of December 31, 2003 and 2004 and June 30, 2004 and 2005 were $335.2 million, $0, $193.5 million and $0, respectively. The reclassification resulted in changes in the 2004 consolidated statement of cash flows within the net sales (purchases) of short-term investments and the cash and cash equivalents balances.

19


(13)    New Accounting Pronouncements

        In May 2005, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 154 "Accounting Changes and Error Corrections" ("SFAS No. 154"). SFAS No. 154 replaces APB Opinion No. 20 and FASB Statement No. 3. This Statement provides guidance on the accounting for and reporting of accounting changes and error corrections. It requires retrospective application as the required method for reporting a change in accounting principle in the absence of explicit transition requirements specific to the newly adopted accounting principle. SFAS No. 154 carries forward without change the guidance contained in APB No. 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of SFAS No. 154 will not have a material impact on our consolidated financial statements.

(14)    Stock-Based Compensation

        Effective January 1, 2003, we adopted the fair value recognition provision of FASB Statement No. 123, "Accounting for Stock Based Compensation," prospectively, to all employee awards granted on or after January 1, 2003, pursuant to FASB Statement No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure", as revised by FASB Statement No. 123(R) "Share Based Payment" issued in December 2004.

        PanAmSat issued stock options to purchase its common stock to certain employees and directors subsequent to the Recapitalization. All in-the-money employee stock options and all restricted stock units granted prior to the Recapitalization were cashed out in the Recapitalization. All out-of-the-money stock options were cancelled without payment. Certain members of our management agreed not to have certain of their equity interests cashed out in the Recapitalization; existing options, restricted shares and restricted stock units granted to such individuals remain outstanding as options and deferred stock units.

        On October 8, 2004, all of our outstanding common stock held by our then existing stockholders was contributed to Holdco in exchange for an equal number of shares of Holdco common stock, par value $0.01 per share. In addition, in connection with the contribution of our common stock to Holdco, Holdco assumed the 1997 Stock Plan and the 2004 Stock Plan, the outstanding stock options under these plans were converted into options to purchase shares in Holdco common stock and other equity rights for our common stock were converted to similar rights for Holdco common stock.

        Employee stock options granted prior to the Recapitalization in August 2004 were scheduled to vest ratably over three years. Compensation expense for these nonqualified stock options is based on the fair value of the options at the respective grant dates utilizing the Black-Scholes model for estimating fair value and the amount of compensation is charged to expense over the vesting period of the options. We recorded compensation expense related to our outstanding stock options of approximately $63 thousand and $0 for the three months ended June 30, 2004 and 2005, respectively and $82 thousand and $0 for the six months ended June 30, 2004 and 2005, respectively.

        Prior to the consummation of the Recapitalization, restricted stock units granted in 2003 and 2004 were scheduled to vest 50% on the second anniversary of the grant date and the remaining 50% on the third anniversary. Stock compensation expense was being recognized over the vesting period based on our stock price on the grant date. We recorded compensation expense related to the restricted stock units of approximately $0.7 million and $1.3 million during the three and six months ended June 30, 2004.

        In connection with, and as a result of, the Recapitalization, 202,213 deferred stock units were granted to certain of our employees. These deferred stock units were granted under our deferred

20



compensation plan and are payable in common stock of Holdco. As of June 30, 2005, all of these deferred stock units were outstanding. We recorded compensation expense related to these deferred stock units of approximately $0.1 million and $0.6 million, respectively, during the three and six months ended June 30, 2005.

        On June 8, 2005, the Compensation Committee of our board of directors and that of Holdco approved a combined compensation program for non-employee directors, which is payable in cash and restricted stock of Holdco. Costs of this compensation program are shared equally by us and Holdco. During the three and six months ended June 30, 2005 we recorded expense of approximately $0.1 million and $0.2 million, respectively, related to this compensation program.

(15)    Subsequent Events

        On August 1, 2005, we formed our second 50-50 joint venture with JSAT Corporation, or JSAT, a leading satellite operator in the Asia-Pacific region, that will build and launch a Ku-band satellite to replace our SBS-6 satellite at 74 degrees west longitude. The joint venture is named Horizons-2. The satellite will support digital video, high-definition television (HDTV) and IP-based content distribution networks to broadband Internet and satellite news gathering services (SNG) in the United States. This Horizons-2 satellite will be constructed over the next two years and is expected to be in service by late 2007. The total investment in this joint venture is expected to be approximately $140 million, of which each of the joint venture partners is required to fund its 50% share beginning in early 2008.

        In July 2005, we signed an agreement for the launch of our PAS-11 satellite in the first quarter of 2007. This contract brings the aggregate remaining capital expenditures on satellites under construction to approximately $320 million.

        In July 2005, we signed an agreement with Alcatel, a French communications company, for the acquisition of multiple European orbital slots, as well as a satellite with European, Middle East, Africa and Asia coverage. The satellite to be acquired, formerly known as Europe*Star I, will be renamed PAS-12, and is capable of providing a broad range of enhanced services to European customers for program distribution, broadcast contribution and enterprise networking. The agreement provides for seller-provided insurance and purchase price installments contingent on the future performance of the satellite. This acquisition is scheduled to close in the third quarter of 2005, subject to regulatory approvals and other conditions, and is expected to be funded from cash on hand.

(16)    Condensed Consolidating Financial Information

        Our 81/2% senior notes due 2012 and our 9% senior notes due 2014 are unconditionally guaranteed by certain of our domestic subsidiaries. The following disclosures reflect our condensed consolidating financial information for the periods presented.

81/2% Senior Notes due 2012

        Obligations under our 81/2% senior notes due 2012 are unconditionally guaranteed on a joint and several basis by certain of our existing domestic subsidiaries. In the first quarter of 2004, we reorganized portions of our subsidiary structure so that certain of our government sales activities operate through a wholly owned subsidiary, G2 Satellite Solutions Corp. As a result, we are required to present consolidating financial information for our company and our subsidiaries within the notes to our condensed consolidated financial statements in accordance with the criteria established for parent companies in the SEC's Regulation S-X, Rule 3-10(f). In the second quarter of 2004, we determined that our non-guarantor subsidiaries, which at that time only included our foreign subsidiaries which do not guarantee the 81/2% senior notes due 2012, were no longer minor (as defined in the SEC's Regulation S-X, Rule 3-10 (h)). Our satellite operating companies, which were formed during 2004, are also considered non-guarantor subsidiaries under our 81/2% senior notes due 2012, as all subsequently

21



formed domestic subsidiaries are not considered guarantors under these notes. Therefore, these non-guarantor subsidiaries are included within the following condensed consolidating financial statements for our 81/2% senior notes due 2012.

        The following condensed consolidating financial information presents the results of operations and cash flows of PanAmSat Corporation, the Guarantor Subsidiaries, the Non-guarantor Subsidiaries (which are our international subsidiaries and our satellite operating companies) and the eliminations necessary to arrive at the information for our company on a consolidated basis as of December 31, 2004 and June 30, 2005 and for the three and six months ended June 30, 2004 and 2005. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.

PANAMSAT CORPORATION

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2004 (UNAUDITED)
(IN THOUSANDS)

 
  PanAmSat
Corporation

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Consolidated
REVENUES:                              
  Operating leases, satellite services and other   $ 184,141   $ 23,544   $ 6,559   $ (11,512 ) $ 202,732
  Outright sales and sales-type leases     4,093                 4,093
   
 
 
 
 
    Total revenues     188,234     23,544     6,559     (11,512 )   206,825
   
 
 
 
 
OPERATING COSTS AND EXPENSES:                              
  Depreciation and amortization     70,820     425     67         71,312
  Direct operating costs (exclusive of depreciation and amortization)     32,613     18,221     845     (11,512 )   40,167
  Selling, general and administrative expenses     45,947     1,489     2,320         49,756
  Facilities restructuring and severance cost     573                 573
  Transaction-related costs     500                 500
   
 
 
 
 
    Total operating costs and expenses     150,453     20,135     3,232     (11,512 )   162,308
   
 
 
 
 
INCOME FROM OPERATIONS     37,781     3,409     3,327         44,517
INTEREST EXPENSE (INCOME) - Net     33,694     (68 )   (3 )       33,623
   
 
 
 
 
INCOME BEFORE INCOME TAXES     4,087     3,477     3,330         10,894
INCOME TAX EXPENSE (BENEFIT)     (1,191 )   1,287     132         228
   
 
 
 
 
NET INCOME   $ 5,278   $ 2,190   $ 3,198   $   $ 10,666
   
 
 
 
 

22



PANAMSAT CORPORATION
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2005 (UNAUDITED)
(IN THOUSANDS)

 
  PanAmSat
Corporation

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Consolidated
 
REVENUES:                                
  Operating leases, satellite services and other   $ 198,491   $ 23,980   $ 208,591   $ (220,717 ) $ 210,345  
  Outright sales and sales-type leases     3,507                 3,507  
   
 
 
 
 
 
    Total revenues     201,998     23,980     208,591     (220,717 )   213,852  
   
 
 
 
 
 
OPERATING COSTS AND EXPENSES:                                
  Cost of outright sales and sales-type leases     (1,450 )               (1,450 )
  Depreciation and amortization     6,914     419     59,832         67,165  
  Direct operating costs (exclusive of depreciation and amortization)     208,730     18,075     27,803     (220,717 )   33,891  
  Selling, general and administrative expenses     17,618     1,715     232         19,565  
  Loss on undesignated interest rate swap     18,637                 18,637  
  Facilities restructuring and severance costs     202     214             416  
   
 
 
 
 
 
    Total operating costs and expenses     250,651     20,423     87,867     (220,717 )   138,224  
   
 
 
 
 
 
INCOME (LOSS) FROM OPERATIONS     (48,653 )   3,557     120,724         75,628  
INTEREST EXPENSE - Net     76,022         18,754         94,776  
   
 
 
 
 
 
INCOME (LOSS) BEFORE INCOME TAXES     (124,675 )   3,557     101,970         (19,148 )
INCOME TAX EXPENSE (BENEFIT)     (37,334 )   1,477     35,585         (272 )
   
 
 
 
 
 
NET INCOME (LOSS)   $ (87,341 ) $ 2,080   $ 66,385   $   $ (18,876 )
   
 
 
 
 
 

23



PANAMSAT CORPORATION
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2004 (UNAUDITED)
(IN THOUSANDS)

 
  PanAmSat
Corporation

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Consolidated
 
REVENUES:                                
  Operating leases, satellite services and other   $ 368,348   $ 46,450   $ 9,615   $ (20,516 ) $ 403,897  
  Outright sales and sales-type leases     8,358                 8,358  
   
 
 
 
 
 
    Total revenues     376,706     46,450     9,615     (20,516 )   412,255  
   
 
 
 
 
 
OPERATING COSTS AND EXPENSES:                                
  Depreciation and amortization     145,485     947     215         146,647  
  Direct operating costs (exclusive of depreciation and amortization)     61,610     37,529     1,212     (20,516 )   79,835  
  Selling, general and administrative expenses     59,307     3,809     4,189         67,305  
  Transaction-related costs     500                 500  
  Facilities restructuring and severance cost     2,428                 2,428  
  Satellite impairment loss     99,946                 99,946  
   
 
 
 
 
 
    Total operating costs and expenses     369,276     42,285     5,616     (20,516 )   396,661  
   
 
 
 
 
 
INCOME FROM OPERATIONS     7,430     4,165     3,999         15,594  
INTEREST EXPENSE (INCOME) - Net     64,844     (130 )   (5 )       64,709  
   
 
 
 
 
 
INCOME (LOSS) BEFORE INCOME TAXES     (57,414 )   4,295     4,004         (49,115 )
INCOME TAX EXPENSE (BENEFIT)     (29,664 )   1,562     250         (27,852 )
   
 
 
 
 
 
NET INCOME (LOSS)   $ (27,750 ) $ 2,733   $ 3,754   $   $ (21,263 )
   
 
 
 
 
 

24



PANAMSAT CORPORATION
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 (UNAUDITED)
(IN THOUSANDS)

 
  PanAmSat
Corporation

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Consolidated
 
REVENUES:                                
  Operating leases, satellite services and other   $ 397,570   $ 45,834   $ 412,787   $ (440,645 ) $ 415,546  
  Outright sales and sales-type leases     7,114                 7,114  
   
 
 
 
 
 
    Total revenues     404,684     45,834     412,787     (440,645 )   422,660  
   
 
 
 
 
 
OPERATING COSTS AND EXPENSES:                                
  Cost of outright sales and sales-type leases     (4,303 )               (4,303 )
  Depreciation and amortization     14,199     991     121,740         136,930  
  Direct operating costs (exclusive of depreciation and amortization)     419,091     34,853     55,539     (440,645 )   68,838  
  Selling, general and administrative expenses     32,698     3,093     2,129         37,920  
  Loss on undesignated interest rate swap     18,637                 18,637  
  Sponsor management fees     10,444                 10,444  
  Loss on termination of sales-type lease     2,307                 2,307  
  Facilities restructuring and severance costs     3,370     395             3,765  
   
 
 
 
 
 
    Total operating costs and expenses     496,443     39,332     179,408     (440,645 )   274,538  
   
 
 
 
 
 
INCOME (LOSS) FROM OPERATIONS     (91,759 )   6,502     233,379         148,122  
INTEREST EXPENSE (INCOME) - Net     126,273     (61 )   37,391         163,603  
   
 
 
 
 
 
INCOME (LOSS) BEFORE INCOME TAXES     (218,032 )   6,563     195,988         (15,481 )
INCOME TAX EXPENSE (BENEFIT)     (75,008 )   2,770     69,000         (3,238 )
   
 
 
 
 
 
NET INCOME (LOSS)   $ (143,024 ) $ 3,793   $ 126,988   $   $ (12,243 )
   
 
 
 
 
 

25



PANAMSAT CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEETS
AT DECEMBER 31, 2004 (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)

 
  PanAmSat
Corporation

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Consolidated
 
ASSETS                                
CURRENT ASSETS:                                
  Cash and cash equivalents   $ 29,897   $   $ 8,710   $   $ 38,607  
  Accounts receivable - net     38,807     26,686     3,887         69,380  
  Net investment in sales-type leases     24,776                 24,776  
  Prepaid expenses and other current assets     47,075     6,949     105     (28,168 )   25,961  
  Deferred income taxes     7,817                 7,817  
  Assets held for sale     3,300                 3,300  
   
 
 
 
 
 
    Total current assets     151,672     33,635     12,702     (28,168 )   169,841  
SATELLITES AND OTHER PROPERTY AND EQUIPMENT - Net     533,141     3,836     1,418,687         1,955,664  
NET INVESTMENT IN SALES-TYPE LEASES     74,990                 74,990  
GOODWILL     2,237,107     7,024             2,244,131  
DEFERRED CHARGES AND OTHER ASSETS - Net     1,157,120     1,322     1,427     (840,000 )   319,869  
INVESTMENT IN AFFILIATES     1,815,112             (1,815,112 )    
DUE FROM AFFILIATES     1,375     7,911     2,081,700     (2,090,986 )    
   
 
 
 
 
 
    TOTAL ASSETS   $ 5,970,517   $ 53,728   $ 3,514,516   $ (4,774,266 ) $ 4,764,495  
   
 
 
 
 
 

LIABILITIES AND STOCKHOLDER'S EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Accounts payable and accrued liabilities   $ 55,784   $ 10,814   $ 1,893   $   $ 68,491  
  Current portion of long-term debt     4,100                 4,100  
  Current portion of satellite incentive obligations     13,148                 13,148  
  Accrued interest payable     45,589         28,168     (28,168 )   45,589  
  Deferred gains and revenues     18,953     7,665             26,618  
   
 
 
 
 
 
    Total current liabilities     137,574     18,479     30,061     (28,168 )   157,946  
LONG-TERM DEBT     3,603,900         840,000     (840,000 )   3,603,900  
DEFERRED INCOME TAXES     33,723     67             33,790  
DEFERRED CREDITS AND OTHER (principally customer deposits, satellite incentive obligations and deferred revenue)     (4,019 )   542     274,577         271,100  
DUE TO AFFILIATES     2,081,700     9,286         (2,090,986 )    
   
 
 
 
 
 
    TOTAL LIABILITIES     5,852,878     28,374     1,144,638     (2,959,154 )   4,066,736  
   
 
 
 
 
 
COMMITMENTS AND CONTINGENCIES                                
STOCKHOLDER'S EQUITY:                                
  Common stock, $0.01 par value                      
  Additional paid-in capital     129,817     10,070     1,805,044     (1,815,112 )   129,819  
  Retained earnings     (13,400 )   18,702     564,834         570,136  
  Accumulated other comprehensive income     1,222                 1,222  
  Other stockholder's equity         (3,418 )           (3,418 )
   
 
 
 
 
 
    TOTAL STOCKHOLDER'S EQUITY     117,639     25,354     2,369,878     (1,815,112 )   697,759  
   
 
 
 
 
 
    TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY   $ 5,970,517   $ 53,728   $ 3,514,516   $ (4,774,266 ) $ 4,764,495  
   
 
 
 
 
 

26



PANAMSAT CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEETS
AT JUNE 30, 2005 (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)

 
  PanAmSat
Corporation

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Consolidated
 
ASSETS                                
CURRENT ASSETS:                                
  Cash and cash equivalents   $ 111,311   $   $ 8,108   $   $ 119,419  
  Accounts receivable - net     37,261     21,881     2,444         61,586  
  Net investment in sales-type leases     18,735                 18,735  
  Prepaid expenses and other current assets     85,240     4,694     115     (65,658 )   24,391  
  Deferred income taxes     7,817                 7,817  
   
 
 
 
 
 
    Total current assets     260,364     26,575     10,667     (65,658 )   231,948  
SATELLITES AND OTHER PROPERTY AND EQUIPMENT - Net     607,342     4,125     1,295,364         1,906,831  
NET INVESTMENT IN SALES-TYPE LEASES     67,452                 67,452  
GOODWILL     2,238,676     5,455             2,244,131  
DEFERRED CHARGES AND OTHER ASSETS - NET     1,127,353     2,474     2,003     (840,000 )   291,830  
INVESTMENT IN AFFILIATES     655,673             (655,673 )    
DUE FROM AFFILIATES     (5,870 )   14,039     576,942     (585,056 )   55  
   
 
 
 
 
 
    TOTAL ASSETS   $ 4,950,990   $ 52,668   $ 1,884,976   $ (2,146,387 ) $ 4,742,247  
   
 
 
 
 
 

LIABILITIES AND STOCKHOLDER'S EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Accounts payable and accrued liabilities   $ 75,600   $ 11,820   $ 1,199   $   $ 88,619  
  Current portion of long-term debt     12,400                 12,400  
  Current portion of satellite incentive obligations     12,260                 12,260  
  Accrued interest payable     36,079         65,658     (65,658 )   36,079  
  Dividends payable     47,507                 47,507  
  Deferred gains and revenues     15,016     2,961             17,977  
   
 
 
 
 
 
    Total current liabilities     198,862     14,781     66,857     (65,658 )   214,842  
  LONG-TERM DEBT     2,923,700         840,000     (840,000 )   2,923,700  
  DEFERRED INCOME TAXES     27,452     67             27,519  
  DEFERRED CREDITS AND OTHER (principally customer deposits and deferred revenue)     139,894     560     146,166         286,620  
  DUE TO AFFILIATES     576,942     8,114         (585,056 )    
   
 
 
 
 
 
    TOTAL LIABILITIES     3,866,850     23,522     1,053,023     (1,490,714 )   3,452,681  
   
 
 
 
 
 
COMMITMENTS AND CONTINGENCIES                                
STOCKHOLDER'S EQUITY:                                
  Common stock, $0.01 par value                      
  Additional paid-in-capital     788,169     10,069     645,604     (655,673 )   788,169  
  Retained earnings     296,264     22,495     186,349         505,108  
  Accumulated other comprehensive loss     (293 )               (293 )
  Other stockholder's equity         (3,418 )           (3,418 )
   
 
 
 
 
 
  TOTAL STOCKHOLDER'S EQUITY     1,084,140     29,146     831,953     (655,673 )   1,289,566  
   
 
 
 
 
 
  TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY   $ 4,950,990   $ 52,668   $ 1,884,976   $ (2,146,387 ) $ 4,742,247  
   
 
 
 
 
 

27



PANAMSAT CORPORATION
CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2004 (UNAUDITED)
(IN THOUSANDS)

 
  PanAmSat
Corporation

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Consolidated
 
CASH FLOWS FROM OPERATING ACTIVITIES:                                
  Net income (loss)   $ (27,750 ) $ 2,733   $ 3,754   $   $ (21,263 )
  Adjustments to reconcile net income (loss) to net cash provided by operating activities:                                
    Depreciation and amortization     145,485     947     215         146,647  
    Deferred income taxes     (30,528 )               (30,528 )
    Amortization of debt issuance costs and other deferred charges     3,962                 3,962  
    Provision for uncollectible receivables     30,456                 30,456  
    Loss on early extinguishment of debt     5,455                 5,455  
    Satellite impairment loss     99,946                 99,946  
    Facilities restructuring and severance costs     2,021                 2,021  
    Other non-cash items     (3,001 )   (139 )   (68 )       (3,208 )
  Changes in assets and liabilities:                                
    Collections on investments in sales-type leases     12,427                 12,427  
    Operating leases and other receivables     (5,379 )   6,902     (2,706 )       (1,183 )
    Prepaid expenses and other assets     90     (7,203 )   12     2,584     (4,517 )
    Accounts payable and accrued liabilities     (20,991 )   1,297     (30 )   (2,584 )   (22,308 )
    Deferred gains and revenues     8,209     (3,857 )           4,352  
   
 
 
 
 
 
NET CASH PROVIDED BY OPERATING ACTIVITIES     220,402     680     1,177         222,259  
   
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:                                
  Capital expenditures (including capitalized interest)     (83,886 )               (83,886 )
  Insurance proceeds from satellite recoveries     286,915                 286,915  
  Net sales of short-term investments     170,659                 170,659  
  Acquisitions, net of cash acquired         (522 )           (522 )
   
 
 
 
 
 
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES     373,688     (522 )           373,166  
   
 
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:                                
  Repayments of long-term debt     (350,000 )               (350,000 )
  New incentive obligations     16,250                 16,250  
  Repayments of incentive obligations     (6,818 )               (6,818 )
  Other equity related transactions     3,493                 3,493  
   
 
 
 
 
 
NET CASH USED IN FINANCING ACTIVITIES     (337,075 )               (337,075 )
   
 
 
 
 
 
EFFECT OF EXCHANGE RATE CHANGES ON CASH     (136 )               (136 )
   
 
 
 
 
 
NET INCREASE IN CASH AND CASH EQUIVALENTS     256,879     158     1,177         258,214  
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD     174,363     342     1,382         176,087  
   
 
 
 
 
 
CASH AND CASH EQUIVALENTS, END OF PERIOD   $ 431,242   $ 500   $ 2,559   $   $ 434,301  
   
 
 
 
 
 

28



PANAMSAT CORPORATION
CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 (UNAUDITED)
(IN THOUSANDS)

 
  PanAmSat
Corporation

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Consolidated
 
CASH FLOWS FROM OPERATING ACTIVITIES:                                
  Net income (loss)   $ (143,024 ) $ 3,793   $ 126,988   $   $ (12,243 )
  Adjustments to reconcile net income (loss) to net cash provided by operating activities:                                
    Depreciation and amortization     14,199     991     121,740         136,930  
    Deferred income taxes     (73,448 )       68,504         (4,944 )
    Amortization of debt issuance costs and other deferred charges     9,749                 9,749  
    Loss on undesignated interest rate swap     18,637                 18,637  
    Provision for uncollectible receivables     33                 33  
    Loss on early extinguishment of debt     24,161                 24,161  
    Facilities restructuring and severance costs     3,765                 3,765  
    Reversal of sales-type lease liabilities     (4,303 )               (4,303 )
    Loss on termination of sales-type lease     2,307                 2,307  
    Other non-cash items     8,214     (562 )   (9,316 )       (1,664 )
  Changes in assets and liabilities:                                
    Collections on investments in sales-type leases     13,219                 13,219  
    Operating leases and other receivables     (36,597 )   4,804     1,449     37,489     7,145  
    Prepaid expenses and other assets     2,323     2,155     (872 )       3,606  
    Accounts payable and accrued liabilities     (19,953 )   1,007     36,660     (37,489 )   (19,775 )
    Due from affiliates     6,414     (104 )   885     (7,195 )    
    Due to affiliates     346,893     (7,195 )   (346,768 )   7,195     125  
    Deferred gains and revenues     (3,723 )   (4,918 )           (8,641 )
   
 
 
 
 
 
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES     168,866     (29 )   (730 )       168,107  
   
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:                                
  Capital expenditures (including capitalized interest)     (65,959 )   29     128         (65,802 )
  Proceeds from sale of teleport     3,161                 3,161  
   
 
 
 
 
 
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES     (62,798 )   29     128         (62,641 )
   
 
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:                                
  Repayments of long-term debt     (671,900 )               (671,900 )
  Contribution of dividends to parent     (5,278 )               (5,278 )
  Capital contribution by parent     658,350                 658,350  
  Capitalized debt issuance costs     (632 )               (632 )
  Repayments of incentive obligations     (6,441 )               (6,441 )
   
 
 
 
 
 
NET CASH USED IN FINANCING ACTIVITIES     (25,901 )               (25,901 )
   
 
 
 
 
 
EFFECT OF EXCHANGE RATE CHANGES ON CASH     1,247                 1,247  
   
 
 
 
 
 
NET INCREASE IN CASH AND CASH EQUIVALENTS     81,414         (602 )       80,812  
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD     29,897         8,710         38,607  
   
 
 
 
 
 
CASH AND CASH EQUIVALENTS, END OF PERIOD   $ 111,311   $   $ 8,108   $   $ 119,419  
   
 
 
 
 
 

29


9% Senior Notes Due 2014

        Our 9% senior notes due 2014 are unsecured, and are, or will be, as the case may be, unconditionally guaranteed by each of our existing and certain subsequently acquired or organized domestic restricted subsidiaries. In the third and fourth quarters of 2004, we formed new domestic subsidiaries, which own our satellites. These subsidiaries are guarantors of our 9% senior notes due 2014. As a result, we are now required to present condensed consolidating financial information for our company and these domestic restricted subsidiaries within the notes to our consolidated financial statements in accordance with the criteria established for parent companies in the SEC's Regulation S-X, Rule 3-10(f). Prior to the second quarter of 2004, all of our subsidiaries, other than the subsidiary guarantors, were minor (as defined in the SEC's Regulation S-X, Rule 3-10(h)). Accordingly, financial information for these other non-guarantor subsidiaries is not separately presented for periods prior to April 1, 2004.

        The following condensed consolidating financial information presents the results of operations, financial position and cash flows of PanAmSat Corporation, the Guarantor Subsidiaries (including our newly formed satellite operating companies) and the eliminations necessary to arrive at the information for our company on a consolidated basis as of December 31, 2004 and June 30, 2005 and for the three and six months ended June 30, 2004 and 2005. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.

PANAMSAT CORPORATION
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2004 (UNAUDITED)
(IN THOUSANDS)

 
  PanAmSat
Corporation

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Consolidated
REVENUES:                              
  Operating leases, satellite services and other   $ 184,141   $ 187,985   $ 6,559   $ (175,953 ) $ 202,732
  Outright sales and sales-type leases     4,093                 4,093
   
 
 
 
 
    Total revenues     188,234     187,985     6,559     (175,953 )   206,825
   
 
 
 
 
OPERATING COSTS AND EXPENSES:                              
  Depreciation and amortization     9,794     61,451     67         71,312
  Direct operating costs (exclusive of depreciation and amortization)     167,930     47,345     845     (175,953 )   40,167
  Selling, general and administrative expenses     45,947     1,489     2,320         49,756
  Facilities restructuring and severance cost     573                 573
  Transaction-related costs     500                 500
   
 
 
 
 
    Total operating costs and expenses     224,744     110,285     3,232     (175,953 )   162,308
   
 
 
 
 
INCOME (LOSS) FROM OPERATIONS     (36,510 )   77,700     3,327         44,517
INTEREST EXPENSE (INCOME) - Net     33,694     (68 )   (3 )       33,623
   
 
 
 
 
INCOME (LOSS) BEFORE INCOME TAXES     (70,204 )   77,768     3,330         10,894
INCOME TAX EXPENSE (BENEFIT)     (28,307 )   28,403     132         228
   
 
 
 
 
NET INCOME (LOSS)   $ (41,897 ) $ 49,365   $ 3,198   $   $ 10,666
   
 
 
 
 

30



PANAMSAT CORPORATION
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2005 (UNAUDITED)
(IN THOUSANDS)

 
  PanAmSat
Corporation

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Consolidated
 
REVENUES:                                
  Operating leases, satellite services and other   $ 198,491   $ 226,848   $ 5,723   $ (220,717 ) $ 210,345  
  Outright sales and sales-type leases     3,507                 3,507  
   
 
 
 
 
 
    Total revenues     201,998     226,848     5,723     (220,717 )   213,852  
   
 
 
 
 
 
OPERATING COSTS AND EXPENSES:                                
  Cost of outright sales and sales-type leases     (1,450 )               (1,450 )
  Depreciation and amortization     6,914     60,184     67         67,165  
  Direct operating costs (exclusive of depreciation and amortization)     208,730     45,588     290     (220,717 )   33,891  
  Selling, general and administrative expenses     17,618     1,715     232         19,565  
  Loss on undesignated interest rate swap     18,637                 18,637  
  Facilities restructuring and severance costs     202     214             416  
   
 
 
 
 
 
    Total operating costs and expenses     250,651     107,701     589     (220,717 )   138,224  
   
 
 
 
 
 
INCOME (LOSS) FROM OPERATIONS     (48,653 )   119,147     5,134         75,628  
INTEREST EXPENSE (INCOME) - Net     76,022     18,848     (94 )       94,776  
   
 
 
 
 
 
INCOME (LOSS) BEFORE INCOME TAXES     (124,675 )   100,299     5,228         (19,148 )
INCOME TAX EXPENSE (BENEFIT)     (37,334 )   36,788     274         (272 )
   
 
 
 
 
 
NET INCOME (LOSS)   $ (87,341 ) $ 63,511   $ 4,954   $   $ (18,876 )
   
 
 
 
 
 

31



PANAMSAT CORPORATION
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2004 (UNAUDITED)
(IN THOUSANDS)

 
  PanAmSat
Corporation

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Consolidated
 
REVENUES:                                
  Operating leases, satellite services and other   $ 368,348   $ 378,083   $ 9,615   $ (352,149 ) $ 403,897  
  Outright sales and sales-type leases     8,358                 8,358  
   
 
 
 
 
 
    Total revenues     376,706     378,083     9,615     (352,149 )   412,255  
   
 
 
 
 
 
OPERATING COSTS AND EXPENSES:                                
  Depreciation and amortization     20,479     125,953     215         146,647  
  Direct operating costs (exclusive of depreciation and amortization)     337,774     92,998     1,212     (352,149 )   79,835  
  Selling, general and administrative expenses     59,307     3,809     4,189         67,305  
  Transaction-related costs     500                 500  
  Facilities restructuring and severance cost     2,428                 2,428  
  Satellite impairment loss         99,946             99,946  
   
 
 
 
 
 
    Total operating costs and expenses     420,488     322,706     5,616     (352,149 )   396,661  
   
 
 
 
 
 
INCOME (LOSS) FROM OPERATIONS     (43,782 )   55,377     3,999         15,594  
INTEREST EXPENSE (INCOME) - Net     64,844     (130 )   (5 )       64,709  
   
 
 
 
 
 
INCOME (LOSS) BEFORE INCOME TAXES     (108,626 )   55,507     4,004         (49,115 )
INCOME TAX EXPENSE (BENEFIT)     (48,356 )   20,254     250         (27,852 )
   
 
 
 
 
 
NET INCOME (LOSS)   $ (60,270 ) $ 35,253   $ 3,754   $   $ (21,263 )
   
 
 
 
 
 

32



PANAMSAT CORPORATION
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 (UNAUDITED)
(IN THOUSANDS)

 
  PanAmSat
Corporation

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Consolidated
 
REVENUES:                                
  Operating leases, satellite services and other   $ 397,570   $ 447,403   $ 11,218   $ (440,645 ) $ 415,546  
  Outright sales and sales-type leases     7,114                 7,114  
   
 
 
 
 
 
    Total revenues     404,684     447,403     11,218     (440,645 )   422,660  
   
 
 
 
 
 
OPERATING COSTS AND EXPENSES:                                
  Cost of outright sales and sales-type leases     (4,303 )               (4,303 )
  Depreciation and amortization     14,199     122,588     143         136,930  
  Direct operating costs (exclusive of depreciation and amortization)     419,091     89,654     738     (440,645 )   68,838  
  Selling, general and administrative expenses     32,698     3,093     2,129         37,920  
  Loss on undesignated interest rate swap     18,637                 18,637  
  Sponsor management fees     10,444                 10,444  
  Loss on termination of sales-type lease     2,307                 2,307  
  Facilities restructuring and severance costs     3,370     395             3,765  
   
 
 
 
 
 
    Total operating costs and expenses     496,443     215,730     3,010     (440,645 )   274,538  
   
 
 
 
 
 
INCOME (LOSS) FROM OPERATIONS     (91,759 )   231,673     8,208         148,122  
INTEREST EXPENSE (INCOME) - Net     126,273     37,428     (98 )       163,603  
   
 
 
 
 
 
INCOME (LOSS) BEFORE INCOME TAXES     (218,032 )   194,245     8,306         (15,481 )
INCOME TAX EXPENSE (BENEFIT)     (75,008 )   71,274     496         (3,238 )
   
 
 
 
 
 
NET INCOME (LOSS)   $ (143,024 ) $ 122,971   $ 7,810   $   $ (12,243 )
   
 
 
 
 
 

33



PANAMSAT CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEETS
AT DECEMBER 31, 2004 (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)

 
  PanAmSat
Corporation

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Consolidated
 
ASSETS                                
CURRENT ASSETS:                                
  Cash and cash equivalents   $ 29,897   $   $ 8,710   $   $ 38,607  
  Accounts receivable - net     38,807     26,686     3,887         69,380  
  Net investment in sales-type leases     24,776                 24,776  
  Prepaid expenses and other current assets     47,075     6,949     105     (28,168 )   25,961  
  Deferred income taxes     7,817                 7,817  
  Assets held for sale     3,300                 3,300  
   
 
 
 
 
 
    Total current assets     151,672     33,635     12,702     (28,168 )   169,841  
SATELLITES AND OTHER PROPERTY AND EQUIPMENT - Net     533,141     3,836     1,418,687         1,955,664  
NET INVESTMENT IN SALES-TYPE LEASES     74,990                 74,990  
GOODWILL     2,237,107     7,024             2,244,131  
DEFERRED CHARGES AND OTHER ASSETS - Net     1,157,120     1,322     1,427     (840,000 )   319,869  
INVESTMENT IN AFFILIATES     1,815,112             (1,815,112 )    
DUE FROM AFFILIATES     1,375     7,911     2,081,700     (2,090,986 )    
   
 
 
 
 
 
    TOTAL ASSETS   $ 5,970,517   $ 53,728   $ 3,514,516   $ (4,774,266 ) $ 4,764,495  
   
 
 
 
 
 

LIABILITIES AND STOCKHOLDER'S EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Accounts payable and accrued liabilities   $ 55,784   $ 10,814   $ 1,893   $   $ 68,491  
  Current portion of long-term debt     4,100                 4,100  
  Current portion of satellite incentive obligations     13,148                 13,148  
  Accrued interest payable     45,589         28,168     (28,168 )   45,589  
  Deferred gains and revenues     18,953     7,665             26,618  
   
 
 
 
 
 
    Total current liabilities     137,574     18,479     30,061     (28,168 )   157,946  
LONG-TERM DEBT     3,603,900         840,000     (840,000 )   3,603,900  
DEFERRED INCOME TAXES     33,723     67             33,790  
DEFERRED CREDITS AND OTHER (principally customer deposits, satellite incentive obligations and deferred revenue)     (4,019 )   542     274,577         271,100  
DUE TO AFFILIATES     2,081,700     9,286         (2,090,986 )    
   
 
 
 
 
 
    TOTAL LIABILITIES     5,852,878     28,374     1,144,638     (2,959,154 )   4,066,736  
   
 
 
 
 
 
COMMITMENTS AND CONTINGENCIES                                
STOCKHOLDER'S EQUITY:                                
  Common stock, $0.01 par value                      
  Additional paid-in capital     129,817     10,070     1,805,044     (1,815,112 )   129,819  
  Retained earnings     (13,400 )   18,702     564,834         570,136  
  Accumulated other comprehensive income     1,222                 1,222  
  Other stockholder's equity         (3,418 )           (3,418 )
   
 
 
 
 
 
    TOTAL STOCKHOLDER'S EQUITY     117,639     25,354     2,369,878     (1,815,112 )   697,759  
   
 
 
 
 
 
    TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY   $ 5,970,517   $ 53,728   $ 3,514,516   $ (4,774,266 ) $ 4,764,495  
   
 
 
 
 
 

34



PANAMSAT CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEETS
AT JUNE 30, 2005 (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)

 
  PanAmSat
Corporation

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Consolidated
 
ASSETS                                
CURRENT ASSETS:                                
  Cash and cash equivalents   $ 111,311   $   $ 8,108   $   $ 119,419  
  Accounts receivable - net     37,261     21,881     2,444         61,586  
  Net investment in sales-type leases     18,735                 18,735  
  Prepaid expenses and other current assets     85,240     4,694     115     (65,658 )   24,391  
  Deferred income taxes     7,817                 7,817  
   
 
 
 
 
 
    Total current assets     260,364     26,575     10,667     (65,658 )   231,948  
SATELLITES AND OTHER PROPERTY AND EQUIPMENT - Net     607,342     1,298,955     534         1,906,831  
NET INVESTMENT IN SALES-TYPE LEASES     67,452                 67,452  
GOODWILL     2,238,676     5,455             2,244,131  
DEFERRED CHARGES AND OTHER ASSETS - NET     1,127,353     2,474     2,003     (840,000 )   291,830  
INVESTMENT IN AFFILIATES     655,673             (655,673 )    
DUE FROM AFFILIATES     (5,870 )   583,895     7,086     (585,056 )   55  
   
 
 
 
 
 
    TOTAL ASSETS   $ 4,950,990   $ 1,917,354   $ 20,290   $ (2,146,387 ) $ 4,742,247  
   
 
 
 
 
 

LIABILITIES AND STOCKHOLDER'S EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Accounts payable and accrued liabilities   $ 75,600   $ 11,820   $ 1,199   $   $ 88,619  
  Current portion of long-term debt     12,400                 12,400  
  Current portion of satellite incentive obligations     12,260                 12,260  
  Accrued interest payable     36,079     65,658         (65,658 )   36,079  
  Dividends payable     47,507                 47,507  
  Deferred gains and revenues     15,016     2,961             17,977  
   
 
 
 
 
 
    Total current liabilities     198,862     80,439     1,199     (65,658 )   214,842  
LONG-TERM DEBT     2,923,700     840,000         (840,000 )   2,923,700  
DEFERRED INCOME TAXES     27,452     67             27,519  
DEFERRED CREDITS AND OTHER (principally customer deposits and deferred revenue)     139,894     146,637     89         286,620  
DUE TO AFFILIATES     576,942     8,114         (585,056 )    
   
 
 
 
 
 
    TOTAL LIABILITIES     3,866,850     1,075,257     1,288     (1,490,714 )   3,452,681  
   
 
 
 
 
 
COMMITMENTS AND CONTINGENCIES                                
STOCKHOLDER'S EQUITY:                                
  Common stock, $0.01 par value                      
  Additional paid-in-capital     788,169     656,686     (1,013 )   (655,673 )   788,169  
  Retained earnings     296,264     188,829     20,015         505,108  
  Accumulated other comprehensive loss     (293 )               (293 )
  Other stockholder's equity         (3,418 )           (3,418 )
   
 
 
 
 
 
    TOTAL STOCKHOLDER'S EQUITY     1,084,140     842,097     19,002     (655,673 )   1,289,566  
   
 
 
 
 
 
    TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY   $ 4,950,990   $ 1,917,354   $ 20,290   $ (2,146,387 ) $ 4,742,247  
   
 
 
 
 
 

35



PANAMSAT CORPORATION
CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2004 (UNAUDITED)
(IN THOUSANDS)

 
  PanAmSat
Corporation

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Consolidated
 
CASH FLOWS FROM OPERATING ACTIVITIES:                                
  Net income (loss)   $ (60,270 ) $ 35,253   $ 3,754   $   $ (21,263 )
  Adjustments to reconcile net income (loss) to net cash provided by operating activities:                                
    Depreciation and amortization     20,479     125,953     215         146,647  
    Deferred income taxes     (49,220 )   18,692             (30,528 )
    Amortization of debt issuance costs and other deferred charges     3,962                 3,962  
    Provision for uncollectible receivables     30,456                 30,456  
    Loss on early extinguishment of debt     5,455                 5,455  
    Satellite impairment loss         99,946             99,946  
    Facilities restructuring and severance costs     2,021                 2,021  
    Other non-cash items     (3,001 )   (139 )   (68 )       (3,208 )
  Changes in assets and liabilities:                                
    Collections on investments in sales-type leases     12,427                 12,427  
    Operating leases and other receivables     (5,379 )   6,902     (2,706 )       (1,183 )
    Prepaid expenses and other assets     2,488     (7,203 )   198         (4,517 )
    Accounts payable and accrued liabilities     (20,991 )   (1,287 )   (30 )       (22,308 )
    Due from affiliates     (2,398 )   (176,218 )   (186 )   178,802      
    Due to affiliates     176,218     2,584         (178,802 )    
    Deferred gains and revenues     8,209     (3,857 )           4,352  
   
 
 
 
 
 
NET CASH PROVIDED BY OPERATING ACTIVITIES     120,456     100,626     1,177         222,259  
   
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:                                
  Capital expenditures (including capitalized interest)     (83,886 )               (83,886 )
  Insurance proceeds from satellite recoveries     286,915                 286,915  
  Net sales of short-term investments     170,659                 170,659  
  Investments in affiliates     99,946             (99,946 )    
  Acquisitions, net of cash acquired         (522 )           (522 )
   
 
 
 
 
 
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES     473,634     (522 )       (99,946 )   373,166  
   
 
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:                                
  Repayments of long-term debt     (350,000 )               (350,000 )
  New incentive obligations     16,250                 16,250  
  Repayments of incentive obligations     (6,818 )               (6,818 )
  Other equity related transactions     3,493     (99,946 )       99,946     3,493  
   
 
 
 
 
 
NET CASH USED IN FINANCING ACTIVITIES     (337,075 )   (99,946 )       99,946     (337,075 )
   
 
 
 
 
 
EFFECT OF EXCHANGE RATE CHANGES ON CASH     (136 )               (136 )
   
 
 
 
 
 
NET INCREASE IN CASH AND CASH EQUIVALENTS     256,879     158     1,177         258,214  
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD     174,363     342     1,382         176,087  
   
 
 
 
 
 
CASH AND CASH EQUIVALENTS, END OF PERIOD   $ 431,242   $ 500   $ 2,559   $   $ 434,301  
   
 
 
 
 
 

36



PANAMSAT CORPORATION
CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 (UNAUDITED)
(IN THOUSANDS)

 
  PanAmSat
Corporation

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Consolidated
 
CASH FLOWS FROM OPERATING ACTIVITIES:                                
  Net income (loss)   $ (143,024 ) $ 122,971   $ 7,810   $   $ (12,243 )
  Adjustments to reconcile net income (loss) to net cash provided by operating activities:                                
    Depreciation and amortization     14,199     122,588     143         136,930  
    Deferred income taxes     (73,448 )   68,504             (4,944 )
    Amortization of debt issuance costs and other deferred charges     9,749                 9,749  
    Loss on undesignated interest rate swap     18,637                 18,637  
    Provision for uncollectible receivables     33                 33  
    Loss on early extinguishment of debt     24,161                 24,161  
    Facilities restructuring and severance costs     3,765                 3,765  
    Reversal of sales-type lease liabilities     (4,303 )               (4,303 )
    Loss on termination of sales-type lease     2,307                 2,307  
    Other non-cash items     8,214     (562 )   (9,316 )       (1,664 )
  Changes in assets and liabilities:                                
    Collections on investments in sales-type leases     13,219                 13,219  
    Operating leases and other receivables     (36,597 )   4,804     1,449     37,489     7,145  
    Prepaid expenses and other assets     2,323     2,155     (872 )       3,606  
    Accounts payable and accrued liabilities     (19,953 )   38,496     (829 )   (37,489 )   (19,775 )
    Due from affiliates     6,414     (104 )   885     (7,195 )    
    Due to affiliates     346,893     (353,963 )       7,195     125  
    Deferred gains and revenues     (3,723 )   (4,918 )           (8,641 )
   
 
 
 
 
 

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

 

168,866

 

 

(29

)

 

(730

)

 


 

 

168,107

 
   
 
 
 
 
 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Capital expenditures (including capitalized interest)     (65,959 )   29     128         (65,802 )
  Proceeds from sale of teleport     3,161                 3,161  
   
 
 
 
 
 

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

 

 

(62,798

)

 

29

 

 

128

 

 


 

 

(62,641

)
   
 
 
 
 
 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Repayments of long-term debt     (671,900 )               (671,900 )
  Contribution of dividends to parent     (5,278 )               (5,278 )
  Capital contribution by parent     658,350                 658,350  
  Capitalized debt issuance costs     (632 )               (632 )
  Repayments of incentive obligations     (6,441 )               (6,441 )
   
 
 
 
 
 

NET CASH USED IN FINANCING ACTIVITIES

 

 

(25,901

)

 


 

 


 

 


 

 

(25,901

)
   
 
 
 
 
 

EFFECT OF EXCHANGE RATE CHANGES ON CASH

 

 

1,247

 

 


 

 


 

 


 

 

1,247

 
   
 
 
 
 
 

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

 

81,414

 

 


 

 

(602

)

 


 

 

80,812

 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD     29,897         8,710         38,607  
   
 
 
 
 
 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

111,311

 

$


 

$

8,108

 

$


 

$

119,419

 
   
 
 
 
 
 

37


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

        The following management's discussion and analysis should be read in conjunction with our management's discussion and analysis included in our Annual Report on Form 10-K filed with the SEC on March 22, 2005, all amendments thereto, and all of our other filings filed with the SEC from March 22, 2005 through the date of this report.

Management Overview

        On March 22, 2005, Holdco consummated an initial public offering of 50 million shares of its common stock and used the net proceeds to make an equity contribution to us of approximately $658.4 million and to pay a $200 million dividend to its then pre-existing stockholders. We used this equity contribution to repay approximately $265.0 million of the borrowings under our Term Loan A Facility and on April 1, 2005, we redeemed $353.5 million, or 35%, of our 9% senior notes and paid a redemption premium of $31.8 million to holders of those notes.

        Our board of directors adopted a dividend policy that became effective upon the closing of Holdco's initial public offering. Our dividend policy reflects an intention to distribute a substantial portion of the cash generated by our business in excess of operating expenses and working capital requirements, interest and principal payments on our indebtedness and capital expenditures as regular quarterly dividends to our sole stockholder, Holdco, for payment as a dividend to its stockholders. Consistent with this dividend policy, on April 15, 2005, we paid a partial quarter dividend in the aggregate amount of approximately $5.28 million, and on July 14, 2005, we paid a full quarter dividend in the aggregate amount of approximately $47.5 million.

        On August 1, 2005, we formed a 50-50 joint venture with JSAT that will build and launch a Ku-band satellite to replace our SBS-6 satellite at 74 degrees west longitude. The satellite will be constructed over the next two years and is expected to be in service by late 2007. The total investment in this joint venture is expected to be approximately $140 million, of which each of the joint venture partners is required to fund their 50% share beginning in early 2008.

        In July 2005, we signed an agreement for the purchase of multiple European orbital slots and a satellite with European, Middle East, Africa and Asia coverage. The agreement provides for seller-provided insurance and purchase price installments contingent on the future performance of the satellite. This acquisition is expected to close in the third quarter of 2005, subject to regulatory approvals and other conditions, and is expected to be funded from cash on hand.

Stock Split and Reverse Stock Split

        In connection with the Recapitalization, on August 20, 2004, our board of directors effected an approximately 4.37 for 1 stock split of our common stock. In addition, on December 17, 2004, we amended and restated our certificate of incorporation to effect a 1 for 200,000 reverse stock split of our common stock. Unless otherwise indicated, all share and per share amounts, as well as the par value amounts and additional paid-in-capital amounts related to our shares, contained in this quarterly report have been restated to give retroactive effect to the stock split and the reverse stock split.

38



Results of Operations—Three Months Ended June 30, 2004 and 2005

 
  Three Months Ended June 30,
   
   
 
 
  Dollar
Change

  Percentage
Change

 
 
  2004
  2005
 
 
  (In thousands, except percentages)

 
Revenues                        
Operating leases, satellite services and other   $ 202,732   $ 210,345   $ 7,613   3.8 %
Outright sales and sales-type leases     4,093     3,507     (586 ) (14.3 )%
   
 
 
     
Total revenues     206,825     213,852     7,027   3.4 %
   
 
 
     
Costs and expenses                        
Cost of outright sales and sales-type leases         (1,450 )   (1,450 )  
Depreciation and amortization expense     71,312     67,165     (4,147 ) (5.8 )%
Direct operating costs (exclusive of depreciation and amortization)     40,167     33,891     (6,276 ) (15.6 )%
Selling, general and administrative expenses     49,756     19,565     (30,191 ) (60.7 )%
Loss on undesignated interest rate swap         18,637     18,637    
Facilities restructuring and severance costs     573     416     (157 ) (27.4 )%
Transaction-related costs     500         (500 ) (100.0 )%
   
 
 
     
Total operating costs and expenses     162,308     138,224     (24,084 ) (14.8 )%
   
 
 
     
Income from operations     44,517     75,628     31,111   69.9 %
Interest expense - net     33,623     94,776     61,153   181.9 %
   
 
 
     
Income (loss) before income taxes     10,894     (19,148 )   (30,042 ) (275.8 )%
Income tax expense (benefit)     228     (272 )   (500 ) (219.3 )%
   
 
 
     
Net income (loss)   $ 10,666   $ (18,876 ) $ 29,542   (277.0 )%
   
 
 
     

        Certain prior period FSS segment revenue amounts have been reclassified to different revenue service classifications to conform with the current period's presentation. In-orbit back-up service revenues and TT&C services revenues, which were classified within other services revenues during the second quarter of 2004, have been reclassified to video services revenues and network services revenues based upon the nature of the related customers' services. Additionally, consulting/technical services revenues, which were also classified within other services revenues during the second quarter of 2004, have been reclassified to its own service classification. See explanations of changes in FSS segment revenue classifications within "FSS Segment—FSS Revenue By Service-Type" below.

        Total Revenues—The increase in total revenues was primarily attributable to higher video services revenues of $12.4 million, higher consulting/technical services revenues of $2.2 million, offset partially by a $7.5 million reduction in network services revenues as compared to 2004. (See "Operating Segments" below).

        Cost of Outright Sales and Sales-Type Leases—The decrease in cost of sales-type leases during the three months ended June 30, 2005 was due to the reversal of approximately $1.5 million of in-orbit insurance liabilities, representing previously recorded expenses for sales-type leases on our Galaxy 4R satellite that are no longer insured. In April 2005, the insurance policy covering our Galaxy 4R satellite expired and was not replaced, and, as a result, this satellite and its related assets are no longer insured.

39



        Depreciation and Amortization Expense—The decrease in depreciation and amortization is due primarily to the following:

        These decreases were partially offset by higher depreciation of $7.0 million resulting from reduced end of life estimates for our Galaxy 10R, Galaxy 11, PAS-1R and PAS-9 satellites.

        Direct Operating Costs (exclusive of depreciation and amortization)—The decrease in total direct operating costs, as compared to the second quarter of 2004, is due primarily to lower in-orbit insurance costs of $1.6 million as a result of reduced or expired satellite insurance policies since the first quarter of 2004, reduced engineering and operations costs of approximately $2.4 million resulting from reduced headcount/operational efficiencies obtained since the second quarter of 2004 and a decrease in G2 direct operating costs of approximately $2.8 million as compared to the second quarter of 2004. The decrease in G2 operating costs was due primarily to a shift in the composition of G2 revenues to services/products with higher margins during the second quarter of 2005, as compared to the same period in 2004. (See "Operating Segments" below).

        Selling, General & Administrative Expenses—The decrease in selling, general and administrative expenses was primarily due to significant bad debt expense recorded during the second quarter of 2004 in relation to the termination of a customer lease agreement. In July of 2004, we terminated our transponder lease agreements with this customer due to non-payment of the customer's obligations to us through June 30, 2004. As a result, in the second quarter of 2004 we recorded a pre-tax charge of approximately $29.6 million related to the current and long-term receivable balances due from this customer, which was recorded within our provision for uncollectible receivables.

        Loss on Undesignated Interest Rate Swap—On March 14, 2005, we entered into a five year interest rate swap agreement to hedge interest expense on a notional amount of $1.25 billion. The notional amount will amortize down to $625 million on March 14, 2008 until expiration on March 14, 2010. From March 14, 2005 through May 24, 2005, the interest rate swap was undesignated and therefore changes in its fair value of approximately $18.6 million through May 24, 2005 were recorded within operating costs and expenses in our consolidated statement of operations. (See "—Interest Rate Swap Agreements" below).

        Facilities Restructuring and Severance Costs—Facilities restructuring and severance costs decreased by $0.2 million during the three months ended June 30, 2005, as compared to the same period in 2004. (See "—Liquidity and Capital Resources—Facilities Restructuring and Severance Costs" below).

        Transaction-related Costs—The decrease is due to costs incurred during the second quarter 2004 in relation to the Recapitalization. These costs consisted of $0.5 million related to proxy solicitation costs.

        Income from Operations—The increase in income from operations of $31.1 million was primarily due to the $29.6 million charge recorded during the three months ended June 30, 2004 described above.

40



        Interest Expense - Net—Interest expense - net consisted of the following (in thousands):

 
  Three Months Ended June 30,
   
 
 
  Dollar
Change

 
 
  2004
  2005
 
Gross interest expense   $ 38,757   $ 101,758   $ 63,001  
Less: Interest income     3,206     738     (2,468 )
Less: Capitalized interest     1,928     6,244     4,316  
   
 
 
 
Total interest expense, net   $ 33,623   $ 94,776   $ 61,153  
   
 
 
 

        Interest expense - net increased primarily as a result of:

        These increases were partially offset by higher capitalized interest expense of $4.3 million during the second quarter of 2005 as a result of higher satellite construction in progress balances and higher interest rates, as compared to the second quarter of 2004.

        Income Tax Benefit—The decrease in income tax expense from 2004 was primarily due to the change in the effective income tax rates in effect for the quarter. After excluding the impact on income tax expense of first quarter discrete items, all other items of income and expense for the first six months of 2005 were tax affected at an effective tax rate of 7.2 percent compared to an effective rate as of June 30, 2004 of 17.2 percent. The effective tax rate is the result of lower earnings before taxes in 2005 that are primarily attributable to higher interest costs in 2005, combined with the effect of the extraterritorial income exclusion benefit recorded by the company in both years.

41



Results of Operations—Six Months Ended June 30, 2004 and 2005

 
  Six Months Ended June 30,
   
   
 
 
  Dollar
Change

  Percentage
Change

 
 
  2004
  2005
 
 
  (In thousands, except percentages)

 
Revenues                        
  Operating leases, satellite services and other   $ 403,897   $ 415,546   $ 11,649   2.9 %
  Outright sales and sales-type leases     8,358     7,114     (1,244 ) (14.9 )%
   
 
 
     
    Total revenues     412,255     422,660     10,405   2.5 %
   
 
 
     
Costs and expenses                        
  Cost of outright sales and sales-type leases         (4,303 )   (4,303 )  
  Depreciation and amortization expense     146,647     136,930     (9,717 ) (6.6 )%
  Direct operating costs (exclusive of depreciation and amortization)     79,835     68,838     (10,997 ) (13.8 )%
  Selling, general and administrative expenses     67,305     37,920     (29,385 ) (43.7 )%
  Loss on undesignated interest rate swap         18,637     18,637    
  Sponsor management fees         10,444     10,444    
  Loss on termination of sales-type leases         2,307     2,307    
  Transaction-related costs     500         (500 ) (100.0 )%
  Facilities restructuring and severance costs     2,428     3,765     1,337   55.1 %
  Satellite impairment loss     99,946         (99,946 ) (100.0 )%
   
 
 
     
    Total operating costs and expenses     396,661     274,538     (122,123 ) (30.8 )%
   
 
 
     
  Income from operations     15,594     148,122     132,528   849.9 %
  Interest expense - net     64,709     163,603     98,894   152.8 %
   
 
 
     
  Loss before income taxes     (49,115 )   (15,481 )   33,634   68.5 %
  Income tax benefit     (27,852 )   (3,238 )   24,614   (88.4 )%
   
 
 
     
  Net loss   $ (21,263 ) $ (12,243 ) $ 9,020   42.4 %
   
 
 
     

        Certain prior period FSS segment revenue amounts have been reclassified to different revenue service classifications to conform with the current period's presentation. In-orbit back-up service revenues and TT&C services revenues, which were classified within other services revenues during the first six months of 2004, have been reclassified to video services revenues and network services revenues based upon the nature of the related customers' services. Additionally, consulting/technical services revenues, which were also classified within other services revenues during the first six months of 2004, have been reclassified to its own service classification. See explanations of changes in FSS segment revenue classifications within "FSS Segment—FSS Revenue By Service-Type" below.

        Total Revenues—The increase in total revenues was primarily attributable to higher video services revenues of $21.5 million and higher consulting/technical services revenues of $1.9 million, offset partially by an $11.5 million reduction in network services revenues and a reduction in government services revenues of $1.4 million, as compared to 2004. (See "Operating Segments" below).

        Cost of Outright Sales and Sales-Type Leases—The decrease in cost of sales-type leases during the six months ended June 30, 2005 was due to the reversal of approximately $4.3 million of in-orbit insurance liabilities, representing previously recorded expenses for sales-type leases on our Galaxy 4R and Galaxy 10R satellites that are no longer insured. These insurance policies expired during the six months ended June 30, 2005, were not replaced and, as a result, these satellites and their related assets are no longer insured.

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        Depreciation and Amortization Expense—The decrease in depreciation and amortization is due primarily to the following:

        These decreases were partially offset by increased depreciation of $14.1 million resulting from reduced end of life estimates for our Galaxy 10R, Galaxy 11, PAS-1R and PAS-9 satellites.

        Direct Operating Costs (exclusive of depreciation and amortization)—The decrease in total direct operating costs, as compared to the six months ended June 30, 2004, is due primarily to lower in-orbit insurance costs of $3.2 million as a result of reduced or expired satellite insurance policies since January 2004, reduced engineering and operations costs of approximately $3.6 million resulting from reduced headcount/operational efficiencies obtained since January 2004 and a decrease in G2 direct operating costs of approximately $5.1 million as compared to the six months ended June 30, 2004. The decrease in G2 operating costs was due primarily to a shift in the composition of G2 revenues to services/products with higher margins during the six months ended June 30, 2005, as compared to the same period in 2004. (See "Operating Segments" below).

        Selling, General & Administrative Expenses—The increase in selling, general and administrative expenses was primarily due to significant bad debt expense recorded during the second quarter of 2004 in relation to the termination of a customer lease agreement. In July of 2004, we terminated our transponder lease agreements with this customer due to non-payment of the customer's obligations to us through June 30, 2004. As a result, in the six months ended June 30, 2004 we recorded a pre-tax charge of approximately $29.6 million related to the current and long-term receivable balances due from this customer, which was recorded within our provision for uncollectible receivables.

        Loss on Undesignated Interest Rate Swap—On March 14, 2005, we entered into a five year interest rate swap agreement to hedge interest expense on a notional amount of $1.25 billion. The notional amount will amortize down to $625 million on March 14, 2008 until expiration on March 14, 2010. From March 14, 2005 through May 24, 2005, the interest rate swap was undesignated and therefore changes in its fair value of approximately $18.6 million through May 24, 2005 were recorded within operating costs and expenses in our consolidated statement of operations. (See "—Interest Rate Swap Agreements" below).

        Sponsor Management Fees—The Sponsors provided management and advisory services to us pursuant to management services agreements executed at the closing of the Recapitalization in August 2004. The Sponsors charged us an aggregate management fee of $2.0 million annually for the provision of these services, subject to an annual increase of three percent. In connection with, and effective upon completion of, Holdco's initial public offering on March 22, 2005, each of the Sponsors terminated their respective management services agreements with us for an aggregate consideration of $10.0 million. During the six months ended June 30, 2005, we recorded approximately $10.4 million of expense for these management fees, including the termination payment.

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        Loss on Termination of Sales-Type Leases—In the first quarter of 2005 we recorded a loss of $2.3 million in relation to the amendment of a customer's sales-type lease agreement, which resulted in a new operating lease agreement for that customer. As a result of this amendment, during the six months ended June 30, 2005, we wrote off the remaining net investment in sales-type lease balance of $2.3 million related to this agreement.

        Facilities Restructuring and Severance Costs—Facilities restructuring and severance costs were $2.4 million and $3.8 million for the six months ended June 30, 2004 and 2005, respectively. The increase in these costs during the first six months of 2005 was primarily due to the following:


        Transaction-related Costs—The decrease is due to costs incurred during the six months ended June 30, 2004 in relation to the Recapitalization. These costs consisted of $0.5 million related to proxy solicitation costs.

        Satellite Impairment Loss—In the first quarter of 2004, we recorded a non-cash charge of $99.9 million in relation to the impairment and subsequent de-orbiting of our PAS-6 satellite. This resulted in an approximate $63.3 million non-cash charge to net income after taxes during this period. PAS-6 had been previously replaced and was being used as a backup for another satellite prior to de-orbiting.

        Income from Operations—The increase in income from operations was primarily due to the $99.9 million satellite impairment loss recorded during the first quarter of 2004, the $29.6 million charge recorded during the second quarter of 2004 described above and the other changes in revenues and operating expenses discussed above, including the loss on undesignated interest rate swap of $18.6 million recorded during the second quarter of 2005 and $10.4 million of Sponsor management fees recorded during the first quarter of 2005.

        Interest Expense - Net—Interest expense - net consisted of the following (in thousands):

 
  Six Months Ended June 30,
   
 
 
  Dollar
Change

 
 
  2004
  2005
 
Gross interest expense   $ 71,997   $ 175,858   $ 103,861  
Less: Interest income     5,087     1,301     (3,786 )
Less: Capitalized interest     2,201     10,954     8,753  
   
 
 
 
Total interest expense, net   $ 64,709   $ 163,603   $ 98,894  
   
 
 
 

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        Interest expense - net increased primarily as a result of:

        These increases were partially offset by higher capitalized interest expense of $8.8 million during the first six months of 2005 as a result of higher satellite construction in progress balances and higher interest rates, as compared to the first six months of 2004.

        Income Tax Benefit—The decrease in income tax benefit from 2004 was primarily due to the income tax benefit on the $99.9 million PAS-6 satellite impairment loss recorded during the first quarter of 2004 which was partially offset in the first quarter of 2005 by the tax benefit for the payment of $10.0 million to terminate a management services agreement. After excluding the impact on income tax expense of these discrete items, all other items of income and expense for the first six months of 2005 were tax affected at an effective tax rate of 7.2 percent compared to an effective rate as of June 30, 2004 of 17.2 percent. The effective tax rate is the result of lower earnings before taxes in 2005 that are primarily attributable to higher interest costs in 2005, combined with the effect of the extraterritorial income exclusion benefit recorded by the company in both years.

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Operating Segments

Selected segment data

 
  Three Months Ended June 30,
  Six Months Ended June 30,
 
 
  2004
  2005
  2004
  2005
 
 
  (In thousands)

 
Revenues:                          
FSS   $ 188,782   $ 198,448   $ 378,209   $ 392,317  
G2     22,605     22,522     44,421     42,981  
Eliminations     (4,562 )   (7,118 )   (10,375 )   (12,638 )
   
 
 
 
 
Total revenues   $ 206,825   $ 213,852   $ 412,255   $ 422,660  
   
 
 
 
 

Income from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 
FSS   $ 40,942   $ 72,126   $ 10,269   $ 141,618  
G2     3,575     3,502     5,325     6,504  
   
 
 
 
 
Total income from operations   $ 44,517   $ 75,628   $ 15,594   $ 148,122  
   
 
 
 
 

Segment EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 
FSS   $ 151,252   $ 163,316   $ 303,054   $ 323,365  
   
 
 
 
 
G2   $ 3,917   $ 4,068   $ 6,105   $ 7,490  
   
 
 
 
 

        As a result of the Recapitalization, we began utilizing Segment EBITDA (as defined below) as a measure of performance for our operating segments during the third quarter of 2004. We evaluate the performance of our operating segments based on several factors, of which the primary financial measure is segment net income (loss) plus net interest expense, income tax expense (benefit) and depreciation and amortization, further adjusted to exclude non-recurring items and other non-cash adjustments ("Segment EBITDA"). Segment EBITDA is presented because our chief operating decision maker evaluates and measures each business unit's performance based on its Segment EBITDA results. See Note 11 "Operating Segments" to our condensed consolidated financial statements appearing elsewhere in this quarterly report for a reconciliation of income (loss) from operations to Segment EBITDA for our FSS operating segment and our G2 operating segment.

        Our operations are comprised of the following two segments:

        Fixed Satellite Services    Through FSS, we lease transponder capacity to customers for various applications, including broadcasting, news gathering, Internet access and transmission, private voice and data networks, business television, distance learning and DTH and provide TT&C and network services to customers.

        Government Services    Through G2, we provide global satellite and related telecommunications services to the U.S. government, international government entities, and their contractors.

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FSS Segment

FSS Revenue by Service-Type

 
  Three Months Ended June 30,
  Six Months Ended June 30,
 
  2004
  2005
  2004
  2005
 
  (In Thousands)

FSS Revenues:                        
Video Services   $ 123,982   $ 136,395   $ 249,750   $ 271,273
Network Services     56,767     49,253     110,775     99,245
Government Services     4,562     7,118     10,375     12,635
Consulting/Technical Services     3,471     5,682     7,309     9,164
   
 
 
 
Total FSS revenues   $ 188,782   $ 198,448   $ 378,209   $ 392,317
   
 
 
 

Three Months Ended June 30, 2004 and 2005:

        Revenues.    The $9.7 million increase in FSS revenues for the three months ended June 30, 2005 was primarily attributable to higher video services revenues of $12.4 million, higher government services revenues of $2.6 million and higher consulting/technical services revenues of $2.2 million, offset partially by a $7.5 million reduction in network services revenues as follows:

        Income from Operations.    The $31.2 million increase in income from operations for the three months ended June 30, 2005 was primarily due to the $29.6 million charge recorded within selling, general and administrative expenses during the three months ended June 30, 2004 in relation to the termination of a customer lease agreement. Additional reasons for this increase included the increase in FSS revenues of $9.7 million discussed above, a decrease in FSS direct operating expenses of approximately $3.8 million, which was due primarily to lower in-orbit insurance costs of $1.6 million,

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reduced engineering and operations costs of approximately $2.4 million and lower depreciation and amortization expense of $4.1 million as a result of lower satellite and non-satellite depreciation. These increases were partially offset by the loss on undesignated interest rate swap of approximately $18.6 million that was recorded during the six months ended June 30, 2005.

        Segment EBITDA.    The increase in FSS Segment EBITDA for the three months ended June 30, 2005 is due to the increased FSS revenues of $9.7 million and lower operating costs and expenses of $2.4 million.

Six Months Ended June 30, 2004 and 2005:

        Revenues.    The $14.1 million increase in FSS revenues for the six months ended June 30, 2005 was primarily attributable to higher video services revenues of $21.5 million, higher government services revenues of $2.3 million and higher consulting/technical services revenues of $1.9 million, offset partially by an $11.5 million reduction in network services revenues as follows:

        Income from Operations.    The $131.3 million increase in income from operations for the six months ended June 30, 2005 was primarily due to the $99.9 million satellite impairment loss recorded during the first quarter of 2004, the $29.6 million charge recorded during the second quarter of 2004 described above, the increase in FSS revenues of $14.1 million described above and a decrease in depreciation and amortization expense of approximately $9.6 million, which resulted primarily from satellites that were fully depreciated or de-orbited over the last twelve months. These increases were partially offset by the loss on undesignated interest rate swap of $18.6 million recorded during the second quarter of 2005 and the $10.4 million of Sponsor management fees recorded during the first quarter of 2005.

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        Segment EBITDA.    The increase in FSS Segment EBITDA for the six months ended June 30, 2005 is due to the increased FSS revenues of $14.1 million and lower operating costs and expenses of $6.2 million.

G2 Segment

        Revenue.    G2 segment revenues decreased by $0.1 million for the three months ended June 30, 2005, as compared to the same period in 2004. Reflected in this decrease was a change in the mix of revenues between these two periods. Revenues related to the construction of an L-Band payload on Galaxy 15 decreased $3.3 million due to the timing of completion of certain milestones on this construction project and other G2 revenues decreased approximately $1.7 million. These decreases in G2 revenue were substantially offset by an increase in revenues related to the lease of FSS provided satellite capacity of $3.3 million and an increase in revenues related to a new G2 service offering, managed network services, of $1.6 million.

        G2 segment revenues decreased $1.4 million for the six months ended June 30, 2005, as compared to the same period in 2004. This decrease resulted from a reduction in revenues earned in relation to the construction of an L-Band payload on Galaxy 15 of $4.8 million due to the timing of completion of certain milestones on this construction project. This decrease was partially offset by an increase in revenues related to managed network services of $3.1 million.

        Income from Operations and Segment EBITDA.    Income from operations decreased by $0.1 million and Segment EBITDA increased by $0.2 million for the three months ended June 30, 2005, as compared to the same period in 2004. These changes were primarily due to a decrease in G2 segment revenues of $0.1 million, as described above, while G2 segment operating costs and expenses remained relatively unchanged.

        Income from operations and segment EBITDA increased by $1.2 million and $1.4 million, respectively, for the six months ended June 30, 2005, as compared to the same period in 2004. These increases were primarily due to a decrease in G2 segment operating costs and expenses of $2.6 million and a decrease in G2 segment revenues of $1.4 million. The decrease in G2 segment operating costs and expenses resulted from a shift in the composition of G2 segment revenues to services/products with higher margins during the six months ended June 30, 2005.

Contracted backlog

        Contracted backlog represents the actual dollar amount (without discounting to present value) of the expected future cash payments to be received from customers under all long-term contractual agreements, including operating leases, sales-type leases and related service agreements, which may extend to the end of the life of the satellite or beyond to a replacement satellite. Contracted backlog is attributable both to satellites currently in orbit and those planned for future launch. Our contracted backlog for future services as of December 31, 2004 and June 30, 2005 was $4.90 billion and $4.68 billion, respectively. The change in contracted backlog of approximately $224 million was the result of customer contract activity during the first half of 2005 (approximately $417 million of customer billings during the six months partially offset by net new contracted backlog of approximately $193 million as a result of the execution of customer contracts). Our contracted backlog as of June 30, 2005 also included approximately $1.44 billion relating to future services on satellites we expect to launch.

Satellite Deployment Plan

        In January 2005, we replaced Galaxy 5 at 125 degrees west longitude with Galaxy 12 and subsequently de-orbited Galaxy 5.

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        In April 2004, we committed to construct a new satellite, Galaxy 16, and in February 2005, we entered into an agreement for the construction of Galaxy 18. These satellites, together with our Galaxy 17 satellite already under construction, will serve as replacements for Galaxy 4R, Galaxy 10R and Galaxy 11. The construction program contemplates the availability of one of these satellites as an on-ground backup against launch failure or substantial delay of either of the other two satellites. Construction of Galaxy 18 began in 2005 and we plan to launch this satellite in the second quarter of 2007.

        The manufacturer of Galaxy 16 and 18 is in the process of emerging from Chapter 11 bankruptcy. Both the Galaxy 16 and Galaxy 18 construction contracts have been approved by the bankruptcy court. Our agreements for the construction of Galaxy 16 and Galaxy 18 contain financial covenants applicable to the manufacturer, including a requirement that all payments made or to be made to the manufacturer be utilized for the construction of these satellites. We also have a security interest in the satellites under construction by this manufacturer. In June 2005 we entered into launch agreements for these two satellites. Pursuant to these agreements, $65.8 million previously paid for the launch of Galaxy 8-iR will be applied to the launch of our Galaxy 16 satellite.

        On April 12, 2005, we entered into an agreement for the construction of PAS-11, which will be located at 43 degrees west longitude and will serve as a replacement for our PAS 6B Ku-band satellite and the C-band portion of our PAS-3R satellite. See "Commitments and Contingencies—Satellite Commitments" below.

        We expect to launch five satellites by the end of 2007 as follows:

Satellite

  Expected Launch Date
Galaxy 14   Third quarter of 2005
Galaxy 15   Third quarter of 2005
Galaxy 16   First quarter of 2006
PAS 11   First quarter of 2007
Galaxy 18   Second quarter of 2007

        Assuming satellites under development are successfully launched and services on the satellites commence on schedule, we believe that amounts available under our revolving credit facility, vendor financing, future cash flows from operations and cash on hand will be sufficient to fund our operations and our remaining costs for the construction and launch of satellites currently under development. There can be no assurance, however, that our assumptions with respect to costs for future construction and launch of our satellites will be correct, or that amounts available under our revolving credit facility, vendor financing, future cash flows from operations and cash on hand will be sufficient to cover any shortfalls in funding for (i) launches caused by uninsured launch or in-orbit failures, (ii) cost overruns, (iii) delays, (iv) capacity shortages, or (v) other unanticipated expenses.

Liquidity and Capital Resources

Initial Public Offering

        On March 22, 2005, Holdco consummated an initial public offering of 50 million shares of its common stock and used the net proceeds to make an equity contribution to us of approximately $658.4 million and to pay a $200 million dividend to its then pre-existing stockholders. We used this equity contribution to repay approximately $265.0 million of the borrowings under our Term Loan A Facility and on April 1, 2005, we redeemed $353.5 million, or 35%, of our 9% senior notes and paid a redemption premium of $31.8 million to holders of those notes. In connection with and contingent

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upon Holdco's initial public offering, our senior secured credit facilities were amended to, among other things:

Dividend Policy

        Our board of directors adopted a dividend policy that became effective upon the closing of Holdco's initial public offering. Our dividend policy reflects an intention to distribute a substantial portion of the cash generated by our business in excess of operating expenses and working capital requirements, interest and principal payments on our indebtedness and capital expenditures as regular quarterly dividends to our sole stockholder, Holdco, for payment as a dividend to its stockholders. On March 21, 2005, our board of directors declared a dividend to Holdco of approximately $5.28 million. This dividend was paid in April 2005. On June 20, 2005, our board of directors declared a dividend to Holdco of approximately $47.5 million which was paid on July 14, 2005.

Cash and Cash Equivalents

        At June 30, 2005, we had cash and cash equivalents of $119.4 million, compared to $38.6 million at December 31, 2004. On March 22, 2005, Holdco consummated an initial public offering of 50 million shares of its common stock and used the net proceeds to make an equity contribution to us of approximately $658.4 million and to pay a $200 million dividend to its then pre-existing stockholders. We used this equity contribution to repay approximately $265.0 million of the borrowings under our Term Loan A Facility and on April 1, 2005, we redeemed $353.5 million, or 35%, of our 9% senior notes and paid a redemption premium of $31.8 million to holders of those notes.

        During the six months ended June 30, 2005, we recorded the following other significant transactions impacting cash and cash equivalents:

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  Six Months Ended
   
 
 
  June 30,
2004

  June 30,
2005

  Dollar
Change

 
 
  (In thousands)

 
Net cash provided by operating activities   $ 222,259   $ 168,107   $ (54,152 )
Net cash provided by (used in) investing activities     373,166     (62,641 )   (435,807 )
Net cash used in financing activities     (337,075 )   (25,901 )   311,174  
Effect of exchange rate changes on cash     (136 )   1,247     1,383  

        The decrease in the net cash provided by operating activities was due to an increase in cash paid for interest of approximately $86.9 million, $10.0 million of Sponsor management fees paid during the first six months of 2005, lower cash interest received of $3.3 million and an increase in cash paid for taxes of approximately $4.2 million. These decreases were offset partially by net cash generated from operations of approximately $50 million. The increase in cash paid for interest is due to higher outstanding debt balances maintained with higher average interest rates during the first six months of 2005, as compared to the same period in 2004. The increase in cash paid for income taxes relates primarily to $4.0 million of state income taxes paid during the first six months of 2005.

        The increase in net cash used in investing activities was primarily due to a reduction in net sales of short-term investments of approximately $170.7 million and the receipt of insurance proceeds of $286.9 million in the first six months of 2004, partially offset by lower capital expenditures of $18.1 million as compared to the first six months of 2004.

        The decrease in cash used in financing activities was primarily due to the proceeds of Holdco's initial public offering, which was completed in March 2005. As a result of its initial public offering, during the first quarter of 2005 Holdco made an equity investment in us of $658.4 million. We repaid $265.0 million of our Term Loan A facility with these funds. Additionally, during the first quarter of 2005, we made a voluntary debt repayment from cash on hand of approximately $25.0 million on our Term Loan A facility. On April 1, 2005, we redeemed $353.5 million, or 35%, of our 9% senior notes with a portion of these funds and paid a redemption premium of $31.8 million to holders of these notes. In June 2005, we made an additional voluntary debt repayment on our Term Loan A facility of $28.4 million from cash on hand. In April 2005, we paid a dividend to Holdco of approximately $5.3 million. In the first six months of 2004, we made a debt repayment on our old Term Loan B-1 facility of $350 million, incurred new incentive obligations of $16.3 million and paid $6.8 million of incentive obligations.

        We expect that for the year ended December 31, 2005 cash payments in respect of capital expenditures, including approximately $23 million of incentive payments and interest on satellites in service, will be in the range of $155 million to $170 million and that cash interest on our debt obligations will be in the range of $200 million to $215 million. Dividend payments to Holdco for the year ended December 31, 2005, after completion of Holdco's initial public offering, are expected to be approximately $100 million. Based upon the current level of operations, we believe that cash flows from operations, available cash and cash equivalents, together with borrowings available under our senior secured credit facilities, will be adequate to meet these expected payments. Our acquisition of Europe*Star, which is scheduled to close in the third quarter of 2005, is expected to be funded from cash on hand. This acquisition is not expected to impact our ability to pay future dividends, service our debt or fund future capital expenditures.

        Our ability to make scheduled payments of principal, or to pay the interest on, or to refinance our indebtedness, to make dividend payments to Holdco, or to fund planned capital expenditures will depend on our future performance, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

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Long-term Debt

        With a portion of the proceeds from its initial public offering, Holdco made an equity contribution to us of approximately $658.4 million, which we used to repay approximately $265.0 million of the borrowings under our Term Loan A Facility on March 22, 2005, redeem $353.5 million, or 35%, of our 9% senior notes and pay a redemption premium of $31.8 million to holders of these notes on April 1, 2005. In addition, we also repaid an additional $25.0 million of the Term Loan A facility with cash on hand on March 22, 2005. On June 17, 2005 we made a voluntary prepayment of $28.4 million under our Term Loan A facility from available cash on hand.

        As of June 30, 2005, long-term debt consisted of the following (in thousands):

 
  June 30,
2005

63/8% Notes due 2008   $ 150,000
81/2% Notes due 2012     1,190
67/8% Notes due 2028     125,000
Transaction Related Financing:      
Revolving Credit Facility    
Term Loan A due 2009     355,910
Term Loan B-1 due 2011     1,647,500
9% Senior Notes due 2014     656,500
   
      2,936,100
Less: current maturities     12,400
   
Total Long-Term Debt   $ 2,923,700
   

        At June 30, 2005, we had total debt outstanding of approximately $2.9 billion, including current maturities of $12.4 million related to our Term Loan B-1 facility due 2011.

        Holdco's primary source of liquidity is cash flow generated from the operations of its subsidiaries, including us. Holdco's ability to pay dividends on its common stock and make payments on its senior discount notes is dependent on the earnings and the distribution of funds from us. The agreements governing our senior secured credit facilities and 9% senior notes are the two contractual obligations of ours that significantly restrict our ability to pay dividends or otherwise transfer assets to Holdco. Payment of dividends is also subject to compliance with Delaware law.

        Concurrent with the completion of Holdco's initial public offering, we amended our senior secured credit facilities. Borrowings under our senior secured credit facilities bear interest at the borrower's option at either adjusted LIBOR plus an applicable margin or the alternate base rate plus an applicable margin. Borrowings under the senior secured credit facilities are subject to adjustment based on a pricing grid.

        Borrowings under our senior secured credit facilities will bear interest at the borrower's option at either adjusted LIBOR plus an applicable margin or the alternate base rate plus an applicable margin. Borrowings under the senior secured credit facilities will be subject to adjustment based on a pricing grid.

        Our senior secured credit facilities are comprised of a $250.0 million revolving credit facility, which will terminate in August 2009, an $800.0 million Term Loan A Facility, which matures in August 2009, and a $1,647.5 million Term Loan B-1 Facility, which matures in August 2011. At June 30, 2005, the interest rates on the Term Loan A Facility and Term Loan B-1 Facility were 1 month LIBOR of 3.24% plus 1.75% and 3 month LIBOR of 3.40% plus 2.25%, respectively, and the revolving credit facility was undrawn. These rates are subject to change based upon our total leverage ratio. In addition, we are

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required to pay a commitment fee for the unused commitments under the revolving credit facility, if any, which, as of June 30, 2005 on an annual basis was 0.25%. As of June 30, 2005 we had outstanding letters of credit totaling $43.2 million. Outstanding letters of credit reduce our ability to borrow against the revolving credit facility by an equivalent amount. Any amounts borrowed under the revolving credit facility would bear interest at 1 month LIBOR plus 1.75% as of June 30, 2005, although this interest rate is subject to adjustment based on our total leverage ratio.

        Obligations under the senior secured credit facilities are, or will be, as the case may be, unconditionally and irrevocably guaranteed jointly and severally by our current and future domestic subsidiaries and are secured by substantially all of our assets and substantially all of the assets of each of our current and future domestic subsidiaries.

        The 9% senior notes require interest payments to be made semi-annually, mature on August 15, 2014, are unsecured, and are, or will be, as the case may be, unconditionally guaranteed by each of our existing and certain subsequently acquired or organized domestic restricted subsidiaries.

        As of June 30, 2005, we had outstanding 10 and 30-year fixed rate notes totaling $275.0 million which were issued in January 1998. The outstanding principal balances, interest rates and maturity dates for these notes as of June 30, 2005, are $150.0 million at 6.375% due 2008 and $125.0 million at 6.875% due 2028, respectively. Principal on these notes is payable at maturity, while interest is payable semi-annually.

        As of June 30, 2005, we also had outstanding $1.2 million of 81/2% senior notes due 2012. These notes are unsecured, and are unconditionally guaranteed by each of our existing domestic restricted subsidiaries.

        We are required to maintain certain financial covenants and are also subject to restrictive covenants under our borrowings. As of June 30, 2005, we were in compliance with all such covenants.

        The indenture governing our 9% senior notes and our senior secured credit facilities contain financial covenant ratios, specifically total leverage and interest coverage ratios, that are calculated by reference to Adjusted EBITDA. Adjusted EBITDA is defined as net income (loss) plus net interest expense, income tax expense (benefit) and depreciation and amortization, further adjusted to give effect to unusual items, non-cash items and other adjustments specifically required in calculating covenant ratios and compliance under the indenture governing our 9% senior notes due 2014 and our senior secured credit facilities. These adjustments include unusual items such as severance, relocation costs and one-time compensation charges, non-cash charges such as non-cash compensation expense and the other adjustments shown below. Adjusted EBITDA is a material component of these covenants. For instance, non-compliance with the financial ratio maintenance covenants contained in the senior secured credit facilities could result in the requirement that we immediately repay all amounts outstanding under such facilities and a prohibition on our paying dividends to Holdco, and non compliance with the debt incurrence ratios contained in our 9% senior notes could prohibit us from being able to incur additional indebtedness or make restricted payments, including payments of dividends on our common stock, other than pursuant to specified exceptions. In addition, under the restricted payments covenants contained in the indentures, our ability to pay dividends is restricted by a formula based on the amount of Adjusted EBITDA. We believe the adjustments listed below are in accordance with the covenants discussed above.

        Adjusted EBITDA is not a presentation made in accordance with GAAP, and does not purport to be an alternative to net income (loss) determined in accordance with GAAP or as a measure of operating performance or to cash flows from operating activities determined in accordance with GAAP as a measure of liquidity. Additionally, Adjusted EBITDA is not intended to be a measure of cash flow for management's discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Because not all companies use identical

54



calculations, this presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. The following table sets forth a reconciliation of Adjusted EBITDA and EBITDA to net income (loss) and to net cash provided by operating activities for the periods indicated (in thousands):

 
  Three Months Ended
  Six Months Ended
 
 
  June 30,
2004

  June 30,
2005

  June 30,
2004

  June 30,
2005

 
Reconciliation of Net Cash Provided by Operating Activities to Net Income (Loss):                          
Net cash provided by operating activities   $ 142,444   $ 104,078   $ 222,259   $ 168,107  
Depreciation and amortization     (71,312 )   (67,165 )   (146,647 )   (136,930 )
Deferred income taxes     82     (1,105 )   30,528     4,944  
Amortization of debt issue costs and other deferred charges     (1,971 )   (4,603 )   (3,962 )   (9,749 )
Provision for uncollectible receivables     (30,262 )   57     (30,456 )   (33 )
Other non-cash items     (5 )   1,171     3,208     1,664  
Satellite impairment loss             (99,946 )    
Loss on termination of sales-type leases                 (2,307 )
Facilities restructuring and severance costs     (166 )   (416 )   (2,021 )   (3,765 )
Reversal of sales-type lease liabilities         1,450         4,303  
Loss on early extinguishment of debt     (5,455 )   (14,640 )   (5,455 )   (24,161 )
Loss on undesignated interest rate swap         (18,637 )       (18,637 )
Changes in assets and liabilities, net of acquired assets and liabilities     (22,689 )   (19,066 )   11,229     4,321  
   
 
 
 
 
Net income (loss)   $ 10,666   $ (18,876 ) $ (21,263 ) $ (12,243 )
   
 
 
 
 
Reconciliation of Net Income (Loss) to EBITDA:                          
Net income (loss)   $ 10,666   $ (18,876 ) $ (21,263 ) $ (12,243 )
Interest expense, net     33,623     94,776     64,709     163,603  
Income tax expense (benefit)     228     (272 )   (27,852 )   (3,238 )
Depreciation and amortization     71,312     67,165     146,647     136,930  
   
 
 
 
 
EBITDA   $ 115,829   $ 142,793   $ 162,241   $ 285,052  
   
 
 
 
 
Reconciliation of EBITDA to Adjusted EBITDA:                          
EBITDA   $ 115,829   $ 142,793   $ 162,241   $ 285,052  
Adjustment of sales-type leases to operating leases(a)     6,313     6,677     12,403     13,210  
Loss on termination of sales-type leases(b)                 2,307  
Satellite impairment(c)             99,946      
Restructuring charges(d)     573     416     2,428     3,765  
Reserves for long-term receivables(e)     28,146     (1,450 )   28,146     (4,303 )
Reversal of allowance for customer credits(f)     2,700         5,400      
Transaction-related costs(g)     500     12     500     10,545  
Loss on undesignated interest rate swap(h)         18,637         18,637  
Other items(i)     1,108     299     (1,905 )   1,642  
   
 
 
 
 
Adjusted EBITDA   $ 155,169   $ 167,384   $ 309,159   $ 330,855  
   
 
 
 
 

(a)
For all periods presented, adjustment of sales-type leases to operating leases represents the principal portion of the periodic sales-type lease payments that are recorded against the principal balance outstanding. These amounts would have been recorded as operating lease revenues if these agreements had been accounted for as operating leases instead of sales-type leases. These

55


(b)
For the six months ended June 30, 2005, loss on termination of sales-type leases represents the non-cash loss of $2.3 million incurred upon the conversion of one of our customer's sales-type lease agreements to an operating lease agreement.

(c)
For the six months ended June 30, 2004, satellite impairment represents the pre-tax impairment charge related to the anomalies experienced by our PAS-6 satellite during the first quarter of 2004, which resulted in this satellite being de-orbited on April 2, 2004.

(d)
Restructuring charges represent severance costs, leasehold termination costs and/or other facility closure costs.

(e)
For the three and six months ended June 30, 2004, amount represents the pre-tax charge for long-term receivable balances due from a customer of $28.1 million which was recorded within our provision for uncollectible receivables. For the three months ended June 30, 2005, amount represents the reversal of approximately $1.5 million of in-orbit insurance liabilities, representing previously recorded expenses for sales-type leases on our Galaxy 4R satellite that are no longer insured. For the six months ended June 30, 2005, amount represents the reversal of approximately $4.3 million of in-orbit insurance liabilities, representing previously recorded expenses for sales-type leases on our Galaxy 4R and Galaxy 10R satellites that are no longer insured. During the six months ended June 30, 2005, the insurance policies covering our Galaxy 4R and Galaxy 10R satellites expired and were not replaced and, as a result, these satellites and their related assets are no longer insured.

(f)
For the three and six months ended June 30, 2004, we recorded an allowance for customer credits related to receivables from a customer affiliated with The News Corporation, as collectibility was not reasonably assured. The adjustment represents the amount of revenues that would have been recognized had the allowance for customer credits not been recorded.

(g)
For the three and six months ended June 2004, amount represents proxy solicitation costs. For the three months ended June 30, 2005, amount primarily represents costs associated with Holdco's initial public offering. For the six months ended June 30, 2005, amount represents (i) $10.0 million paid to the Sponsors on March 22, 2005, in relation to the termination of their respective management services agreement with us, (ii) costs associated with initial public offering, and (iii) non-capitalizable third party costs.

(h)
For the three and six months ended June 30, 2005, loss on undesignated interest rate swap represents changes in the fair value of the interest rate swap prior to the swap being designated as a hedge and qualifying for hedge accounting treatment.

(i)
For the three months ended June 30, 2004, other items consist of (i) $0.8 million of non-cash stock compensation expense, (ii) $0.1 million loss from an investment accounted for by the equity method and (iii) $0.2 million of transaction costs related to acquisitions not consummated. For the three months ended June 30, 2005, other items consist of (i) $0.1 million of expenses for management advisory services from the Sponsors, (ii) $0.1 million of non-cash stock compensation expense, (iii) $0.1 million of acquisition fees, and (iv) $0.2 million of loss from discontinued operations, offset by $0.1 million gain on disposal of fixed assets, and $0.1 million gain from an equity investment. For the six months ended June 30, 2004, other items consist of (i) $2.6 million of non-cash reserve adjustments and (ii) $1.4 million gain on the disposal of assets, partially offset by (x) $1.5 million of non-cash stock compensation expense, (y) $0.3 million loss from an investment accounted for by the equity method and (z) $0.3 million of transaction costs related to acquisitions not consummated. For the six months ended June 30, 2005, other items consist of

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        Future principal debt repayments are expected to be paid out of cash flows from operations, borrowings under our revolving credit facility, future refinancing of our debt and any future insurance proceeds received.

Interest Rate Swap Agreements

        In accordance with the agreement governing our old senior secured credit facilities that were repaid in 2004, we are party to an interest rate swap agreement for a fixed rate payment of 5.64% on $100.0 million through August 30, 2005. If the counterparty fails to meet the terms of the interest rate swap agreement, our exposure is limited to the interest rate differential on the notional amount at each quarterly settlement period over the life of the agreement. We do not anticipate non-performance by the counterparty. The fair value of the interest rate swap agreement is the estimated amount that we would pay or receive to terminate the agreement at the reporting date, taking into account current interest rates, the market expectation for future interest rates and our current creditworthiness. The fair value of the outstanding interest rate swap agreement as of June 30, 2005, based upon quoted market prices from the counterparty, reflected a short-term asset of approximately $46 thousand. In June of 2004, in connection with the repayment of the Term Loan B-1 facility of our old credit facility, our cash flow hedge became undesignated and therefore changes in the fair value of the interest rate swap have been recorded within our consolidated statement of operations from that time.

        On March 14, 2005, we entered into a five year interest rate swap agreement to hedge interest expense on a notional amount of $1.25 billion. The notional amount will amortize down to $625 million on March 14, 2008 until expiration on March 15, 2010. In relation to this swap agreement, we exchanged our floating-rate obligation on $1.25 billion of our Term Loan B-1 facility for a fixed-rate obligation, subject to scheduled rate increases based on the Libor rate used as described in the following table:

Start Date
  End Date
  Total Notional
Amount

  PanAmSat
Corporation
Pays banks

  Banks pay
PanAmSat
Corporation

3/14/2005   6/14/2005   $ 1,250,000,000   3.000 % 3.000%
6/14/2005   9/14/2005   $ 1,250,000,000   3.548 % 3.400%
9/14/2005   12/14/2005   $ 1,250,000,000   3.922 % 3 Month LIBOR
12/14/2005   3/14/2006   $ 1,250,000,000   4.178 % 3 Month LIBOR
3/14/2006   6/14/2006   $ 1,250,000,000   4.316 % 3 Month LIBOR
6/14/2006   9/14/2006   $ 1,250,000,000   4.422 % 3 Month LIBOR
9/14/2006   12/14/2006   $ 1,250,000,000   4.523 % 3 Month LIBOR
12/14/2006   3/14/2007   $ 1,250,000,000   4.610 % 3 Month LIBOR
3/14/2007   6/14/2007   $ 1,250,000,000   4.646 % 3 Month LIBOR
6/14/2007   9/14/2007   $ 1,250,000,000   4.681 % 3 Month LIBOR
9/14/2007   12/14/2007   $ 1,250,000,000   4.714 % 3 Month LIBOR
12/14/2007   3/14/2008   $ 1,250,000,000   4.763 % 3 Month LIBOR
3/14/2008   6/14/2008   $ 625,000,000   4.802 % 3 Month LIBOR
6/14/2008   9/14/2008   $ 625,000,000   4.839 % 3 Month LIBOR
9/14/2008   12/14/2008   $ 625,000,000   4.876 % 3 Month LIBOR
12/14/2008   3/14/2009   $ 625,000,000   4.912 % 3 Month LIBOR
3/14/2009   6/14/2009   $ 625,000,000   4.943 % 3 Month LIBOR
6/14/2009   9/14/2009   $ 625,000,000   4.970 % 3 Month LIBOR
9/14/2009   12/14/2009   $ 625,000,000   4.997 % 3 Month LIBOR
12/14/2009   3/14/2010   $ 625,000,000   5.023 % 3 Month LIBOR

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        The counterparties to this agreement are highly rated financial institutions. In the unlikely event that the counterparties fail to meet the terms of the interest rate swap agreement, our exposure is limited to the interest rate differential on the notional amount at each quarterly settlement period over the life of the agreements. We do not anticipate non-performance by the counterparties. The fair value of the interest rate swap agreement is the estimated amount that we would pay or receive to terminate the agreement at the reporting date, taking into account current interest rates, the market expectation for future interest rates and our current creditworthiness. The fair value of the outstanding interest rate swap agreement as of June 30, 2005, based upon quoted market prices from the counterparties, reflected a long-term liability of approximately $22.1 million. Through May 24, 2005, the interest rate swap was undesignated and therefore changes in its fair value through May 24, 2005 have been recorded within operating costs and expenses in our consolidated statement of operations. As of May 25, 2005, the swap was considered a designated cash flow hedge and deemed effective, and therefore qualifies for hedge accounting treatment under SFAS No. 133. At the end of each fiscal quarter, we must measure any ineffectiveness of the hedged transaction, and record this as an adjustment to interest expense in the consolidated statement of operations. Quarterly changes in the hedged asset or liability after May 24, 2005, representing effectiveness of the hedge, will be recorded within comprehensive income (loss) in our consolidated balance sheet and will be reclassified into interest expense in the period in which the hedge affects earnings. At June 30, 2005, $630 thousand of hedge ineffectiveness was recorded as additional interest expense.

        On the interest rate reset date of June 14, 2005, the interest rate which the counterparties will utilize on September 14, 2005 to compute interest due to us was determined to be 3.40%. This will result in us paying the counterparties approximately $473 thousand on September 14, 2005 (the difference between the rate we must pay of 3.548% and the rate we will receive from the counterparties of 3.40%).

Facilities Restructuring and Severance Costs

        Facilities restructuring and severance costs were $0.6 million and $0.4 million for the three months ended June 30, 2004 and 2005, and $2.4 million and $3.8 million for the six months ended June 30, 2004 and 2005, respectively.

        In January 2003, our management approved a plan to consolidate certain of our teleports in order to improve customer service and reduce operating costs. This teleport consolidation plan included the closure of certain owned teleports and the reduction of services at our Fillmore and Castle Rock teleports. Under this plan, our Homestead, Florida teleport was closed in 2003 and in June 2004 we closed our Spring Creek, New York teleport. Our Spring Creek teleport was sold on October 28, 2004. On June 3, 2005, we completed the sale of our Homestead teleport for approximately $3.2 million, net of associated selling costs. During the three months ended June 30, 2004 and 2005, we recorded charges of $0.5 million and $0.0 million, respectively, and during the six months ended June 30, 2004 and 2005 we recorded charges of $1.0 million and $2.5 million, respectively, related to this teleport consolidation plan, representing severance costs in 2004 and certain costs incurred in relation to equipment transferred to other locations in 2005.

        On March 29, 2002, our management approved a plan to restructure several of our United States locations and close certain facilities, some of which are currently being leased through 2011. In an effort to further streamline our operations, in the first quarter of 2004, we consolidated our Manhattan Beach, El Segundo and Long Beach, California facilities. As a result, we recorded a non-cash charge of $1.4 million during the first quarter of 2004 reflecting future lease costs related to approximately 18,000 square feet of unused facilities in Manhattan Beach. We recorded a non-cash charge of approximately $0.4 million in the first quarter of 2005 in relation to increased future lease costs related to one of our idle facilities.

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        In October 2003 and October 2004, our management approved plans to reduce our workforce by approximately 45 employees and 25 employees, respectively. During the three months ended June 30, 2004 and 2005, we recorded severance charges of $0.0 million and $0.4 million, respectively, and during the six months ended June 30, 2004 and 2005, we recorded charges of $0.0 million and $0.8 million, respectively, in relation to these plans. These severance costs were primarily related to employee compensation, benefits and outplacement services.

        The following table summarizes the recorded accruals and activity related to our teleport consolidation, facilities restructuring and severance charges during the six months ended June 30, 2005 (in millions):

 
  Facilities
Restructuring

  Teleport
Consolidation

  Severance
Costs

  Total
 
Balance as of January 1, 2005   $ 6.3   $ 0.3   $ 0.5   $ 7.1  
Restructuring charges     0.5     2.5     0.8     3.8  
Less: non-cash items         (2.5 )       (2.5 )
Less: net cash payments     (0.9 )   (0.2 )   (0.6 )   (1.7 )
   
 
 
 
 
Balance as of June 30, 2005   $ 5.9   $ 0.1   $ 0.7   $ 6.7  
   
 
 
 
 

        We expect to pay the $0.8 million of liabilities related to our severance costs and teleport consolidation plans within the next year and we expect to pay the $5.9 million of liabilities related to our facilities restructuring plan over the next six years.

Commitments and Contingencies

        The following schedule summarizes our contractual obligations and commercial commitments as of June 30, 2005:

 
  Payments Due by Period
Contractual Obligations

  Total
  One Year
or Less

  2-3 Years
  4-5 Years
  After 5
Years

 
  (in thousands)

Total Debt:                              
  Senior Secured Credit Facility   $ 2,003,410   $ 12,400   $ 89,110   $ 333,200   $ 1,568,700
  9% Senior Notes Due 2014     656,500                 656,500
  Other Notes(1)     276,190         150,000         126,190
   
 
 
 
 
    Total     2,936,100     12,400     239,110     333,200     2,351,390
Interest Payments(2)     1,542,223     216,449     446,614     396,914     482,246
Satellite Incentive Obligations     104,426     12,260     25,272     23,543     43,351
Operating Leases     29,049     5,365     9,978     8,412     5,294
Satellite Construction and Launch Contracts     289,566     168,079     75,387     4,700     41,400
Customer Contracts     38,944     9,374     12,541     5,984     11,045
Vendor Contracts     51,629     8,524     18,265     11,381     13,459
   
 
 
 
 
    Total Contractual Obligations   $ 4,991,937   $ 432,451   $ 827,167   $ 784,134   $ 2,948,185
   
 
 
 
 

(1)
Consists of $150.0 million of 63/8% senior notes due 2008, $1.2 million of 81/2% senior notes due 2012 and $125.0 million of 67/8% senior debentures due 2028.

(2)
Represents estimated interest payments to be made on our fixed and variable rate debt and incentive obligations. All interest payments assume that principal payments are made as originally

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        Cash to be paid for income taxes is excluded from the table above.

        Satellite launch and in-orbit insurance contracts related to future satellites to be launched are cancelable up to 30 days prior to the satellite's launch. As of June 30, 2005, we did not have any non-cancelable commitments related to existing launch insurance or in-orbit insurance contracts for satellites to be launched.

Satellite Incentive Obligations

        Satellite contracts typically require that we make progress payments during the period of the satellite's construction and orbital incentive payments (plus interest) over the orbital life of the satellite. The incentive obligations may be subject to reduction if the satellite fails to meet specific technical operating standards. Certain of our satellite construction contracts also provide that certain amounts paid by us during the construction phase are subject to refund (with interest) if the satellite fails to meet these technical operating standards. As of June 30, 2005, we had $104.4 million of liabilities recorded in relation to these satellite incentive obligations.

Satellite Commitments

        As of June 30, 2005, we had approximately $222.4 million of expenditures remaining under existing satellite construction contracts and $67.2 million remaining under existing satellite launch contracts. Satellite launch and in-orbit insurance contracts related to future satellites to be launched are cancelable up to thirty days prior to the satellite's launch. As of June 30, 2005, we did not have any non-cancelable commitments related to existing launch insurance or in-orbit insurance contracts for satellites to be launched.

        In April 2004, we committed to construct a new satellite, Galaxy 16, and in February 2005, we entered into an agreement for the construction of Galaxy 18. These satellites, together with our Galaxy 17 satellite already under construction, will serve as replacements for Galaxy 4R, Galaxy 10R and Galaxy 11. The construction program contemplates the availability of one of these satellites as an on-ground backup against launch failure or substantial delay of either of the other two satellites. Construction of Galaxy 18 began in 2005 and we plan to launch this satellite in the second quarter of 2007.

        The manufacturer of Galaxy 16 and 18 is in the process of emerging from Chapter 11 bankruptcy. Both the Galaxy 16 and Galaxy 18 construction contracts have been approved by the bankruptcy court. Our agreements for the construction of Galaxy 16 and Galaxy 18 contain financial covenants applicable to the manufacturer, including a requirement that all payments made or to be made to the manufacturer be utilized for the construction of these satellites. We also have a security interest in the satellites under construction by this manufacturer. In June 2005, we entered into launch agreements for these two satellites. Pursuant to these agreements, $65.8 million previously paid for the launch of Galaxy 8-iR will be applied to the launch of our Galaxy 16 satellite.

        On April 12, 2005, we entered into an agreement for the construction of PAS-11, which will be located at 43 degrees west longitude and will serve as a replacement for our PAS 6-B Ku-band satellite and the C-band portion of our PAS-3R satellite. In July 2005, PanAmSat Corporation signed an agreement for the launch of this satellite in the first quarter of 2007. This contract brings the aggregate remaining capital expenditures on satellites under construction to approximately $320 million.

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Satellite Insurance

        In December 2003, we reached a final settlement of insurance claims on our PAS-1R and Galaxy 11 satellites for payment of $260.0 million, which related to solar panel anomalies on those satellites. We will continue to own and operate these satellites free and clear of any claims of these insurers. We offset the proceeds from this settlement against the carrying value of the satellites. In the first quarter of 2004, we received the $260.0 million settlement amount.

        In July 2003, we filed a proof of loss under the insurance policy for our Galaxy 4R satellite after the secondary xenon-ion propulsion system, or XIPS, on this satellite ceased working. In 2003, we settled an insurance claim on our Galaxy 4R satellite related to the failure of its propulsion system and received $102.6 million from insurers representing approximately 83% of the insurance coverage on the satellite. In March 2004, we reached an agreement with and received $26.9 million from the insurer representing the remaining 17% of the insurance coverage on this satellite. The settlement with the insurer representing 17% coverage includes a future sharing of revenues actually received from the satellite. We proportionately offset the proceeds from these settlements against the insured carrying value of the satellite and the net investment in sales-type lease. We are constructing a replacement satellite for Galaxy 4R, which is scheduled to be launched in 2006, prior to the end of Galaxy 4R's useful life.

        As of June 30, 2005, we had in effect launch and in-orbit insurance policies covering four satellites in the aggregate amount of approximately $447.3 million. As of such date, these insured satellites had an aggregate net book value and other insurable costs of $594.4 million. We had 19 uninsured satellites in orbit as of June 30, 2005. Our currently uninsured satellites are: PAS-4, which is used as a backup satellite; PAS-5 and PAS-7, for which we received insurance proceeds for constructive total losses; Galaxy 1R, Galaxy 3R, and SBS-6, which are approaching the ends of their useful lives; Galaxy 4R, Galaxy 10R, Galaxy 11 and PAS-1R, for which we received insurance proceeds for partial losses; PAS-2, PAS-3R, PAS-6B, PAS-8, Galaxy 9 and Galaxy 12, for which we determined that insurance was not available on commercially reasonable terms; and HGS-3, HGS-5 and Leasat, which have an aggregate book value of approximately $0.5 million. Our Galaxy 9 satellite currently serves as an in-orbit backup for the C-band portions of Galaxy 1R, Galaxy 3C, Galaxy 4R, Galaxy 10R, Galaxy 11, and Galaxy 13/Horizons 1. The C-band portion of the satellites that are currently covered by C-band in-orbit backups had an aggregate net book value of approximately $241.2 million as of June 30, 2005.

        Of the insured satellites, as of June 30, 2005, two were covered by policies with substantial exclusions or exceptions to coverage for failures of specific components identified by the underwriters as at risk for possible failure, or Significant Exclusion Policies. The exclusions reduce the probability of an insurance recovery in the event of a loss on these satellites. One of the satellites, PAS-9, has operational redundancies available for the systems on which exclusions have been imposed. We believe that this redundancy allows for uninterrupted operation of the satellite in the event of a failure of the component subject to the insurance exclusion. The second satellite, Galaxy 13/Horizons 1, which was placed in service in January 2004 and is insured by a policy with an exclusion for XIPS related anomalies, continues to have fully redundant XIPS as its primary propulsion system. Certain enhancements have been made to the XIPS on this satellite to make the systems more robust. In addition, Galaxy 13/Horizons 1 has available backup bi-propellant of approximately 11.6 years.

        At June 30, 2005, the uninsured satellites and the satellites insured by Significant Exclusion Policies had a total net book value and other insurable costs of approximately $1.05 billion. Of this amount, $798.5 million related to uninsured satellites and $247.2 million related to satellites insured by Significant Exclusion Policies.

        Upon the expiration of the insurance policies, there can be no assurance that we will be able to procure new policies on commercially reasonable terms. New policies may only be available with higher premiums or with substantial exclusions or exceptions to coverage for failures of specific components.

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        An uninsured failure of one or more of our satellites could have a material adverse effect on our financial condition and results of operations. In addition, higher premiums on insurance policies will increase our costs, thereby reducing our income from operations by the amount of such increased premiums.

Operating Leases

        We have commitments for operating leases primarily relating to our executive office facilities in Wilton, Connecticut and other locations. These leases contain escalation provisions for increases as a result of increases in real estate taxes and operating expenses. As of June 30, 2005, minimum annual rentals of all leases, exclusive of potential increases in real estate taxes, operating assessments and future sub-lease income aggregated $29.0 million.

Customer and Vendor Obligations

        We have contracts with certain of our customers which require us to provide equipment, services and other support during the term of the related contracts with us. As of June 30, 2005, we had commitments to provide equipment, services and other support under these customer contracts, which aggregated approximately $38.9 million.

        In July 2005, PanAmSat signed an agreement with a customer in which PanAmSat is a subcontractor and the customer is the prime contractor to its end user customer. In exchange for PanAmSat's engagement as a subcontractor on this project, PanAmSat has agreed to guarantee the prime contractor's $8.8 million performance bond.

        We have long-term contractual obligations with service providers primarily for the operation of certain of our satellites. As of June 30, 2005, we have commitments under these vendor contracts which aggregated approximately $51.6 million related to the provision of equipment, services and other support.

Change-in-Control Obligations

        Certain of our senior executives are party to change-in-control severance agreements which provide for payment of severance and other benefits in the event of an involuntary termination of the executive's employment (as defined in such agreements) within three years after a change in control. The requisite changes of control required under these agreements have occurred and these agreements will apply if an involuntary termination of an executive occurs during the periods specified by the agreements. Based upon current compensation levels, if all of these executives receive the termination related benefits as specified by their respective agreements, the aggregate cost to us would be up to $10.9 million (net of tax benefits of $6.3 million).

        In addition, our Severance Pay Plan allows for the payment of enhanced severance to employees laid off or who resign for good reason (as defined in such plan) due to, and within two years following, a change in control.

        We and Holdco granted stock options to certain employees subsequent to the Recapitalization. In October 2004, the options granted by us were assumed by Holdco. In addition, certain employees also acquired common stock of Holdco. The vesting of the stock options accelerates in the event of certain changes in control of Holdco. Pursuant to contractual obligations, we could be obligated to make payments for vested options and to repurchase shares held by certain employees in the event of the death or qualifying disability of any such employee. In all other circumstances, Holdco has the right, but not the obligation, to call the common stock held by employees and, therefore, no contingent obligation would exist for us.

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Foreign Withholding Taxes

        We have outstanding tax claims related to withholding taxes assessed on revenues derived from broadcasters inside and outside of India who broadcast from or into India. For the Indian tax year ended March 31, 1997, the Indian government has assessed approximately $9.3 million, including interest, against one of our subsidiaries. This assessment is being appealed to the Income Tax Appeals Tribunal. For Indian tax years ended March 31, 1996, 1998, 1999, 2000 and 2001, the Indian government has assessed approximately $41.6 million in the aggregate against us, including interest. This assessment has been appealed to the Commissioner of Income Tax (Appeals). The Indian government has since assessed tax and interest for the tax year ended March 31, 2002 of approximately $6.2 million. The total amount assessed for all periods is approximately $57.1 million. We are contesting the imposition of such taxes. While this contest proceeds, we have been required to advance cash and provide a bank guarantee for a total of approximately $43.2 million. To date, we have paid cash of approximately $1.2 million related to these assessment years. If unsuccessful in our contest, we could be subject to comparable claims for subsequent years. In connection with the Recapitalization, The DIRECTV Group agreed to indemnify us for these and certain other taxes related to any periods or portions of such periods ending on or prior to the day of the closing of the Recapitalization in amounts equal to 80% of the first $75.0 million of such taxes and 100% of such taxes in excess of the first $75.0 million. As a result, our net tax liability related to these periods is capped at $15.0 million.

Critical Accounting Policies

        For a description of our Critical Accounting Policies refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" within our Annual Report on Form 10-K for the year ended December 31, 2004 filed with the SEC on March 22, 2005.

New Accounting Pronouncements

        In May 2005, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 154 "Accounting Changes and Error Corrections" ("SFAS No. 154"). SFAS No. 154 replaces APB Opinion No. 20 and FASB Statement No. 3. This Statement provides guidance on the accounting for and reporting of accounting changes and error corrections. It requires retrospective application as the required method for reporting a change in accounting principle in the absence of explicit transition requirements specific to the newly adopted accounting principle. SFAS No. 154 carries forward without change the guidance contained in APB No. 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of SFAS No. 154 will not have a material impact on our consolidated financial statements.

Market Risks

        We manage our exposure to market risks through internally established policies and procedures and, when we deem appropriate, through the use of derivative financial instruments, including interest rate hedges. See "—Liquidity and Capital Resources—Long-term debt" above. The objective of our policies is to mitigate potential statement of operations, cash flow and fair value exposures resulting from possible future adverse fluctuations in interest rates. We evaluate our exposure to market risks by assessing the anticipated near-term and long-term fluctuations in interest rates on a periodic basis. This evaluation includes the review of leading market indicators, discussions with financial analysts and investment bankers regarding current and future economic conditions and the review of market projections as to expected future interest rates. We utilize this information to determine our own investment strategies as well as to determine if the use of derivative financial instruments is appropriate to mitigate any potential future interest rate exposure that we may face. Our policy does not allow

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speculation in derivative instruments for profit or execution of derivative instrument contracts for which there are no underlying exposures. We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives.

        We determine the impact of changes in interest rates on the fair value of our financial instruments based on a hypothetical 10% adverse change in interest rates from the rates in effect as of the end of the period for these financial instruments. We use different methodologies to determine the impact of these hypothetical changes on our fixed rate public debt and sales-type leases and on our variable rate debt.

        In accordance with the agreement governing our old senior secured credit facilities, we are party to an interest rate swap agreement for a fixed rate payment of 5.64% on $100.0 million through August 30, 2005. On March 14, 2005, we entered into a five year interest rate swap agreement to hedge interest expense on a notional amount of $1.25 billion. The notional amount will amortize down to $625 million on March 14, 2008 until expiration on March 14, 2010. In relation to this swap agreement, we exchanged its floating-rate obligation on $1.25 billion of our Term Loan B-1 facility for a fixed-rate obligation. See "—Interest Rate Swap Agreements" above.

        We have effectively mitigated our cash interest exposure in relation to $1.35 billion of our Term Loan B-1 facility as a result of entering into the interest rate swap agreements described above. The remaining balance of our senior secured credit facilities of approximately $653 million, which is subject to variable interest rates, will be subject to changes in interest rates based upon economic conditions. Other than entering into the new $1.25 billion interest rate swap agreement, our strategies and procedures to manage exposure to interest rates have not changed in comparison to prior periods.

        We are subject to fluctuating interest rates on our floating rate debt and any changes in interest rates would impact cash flows and results of operations. The potential effect of a hypothetical 10% adverse fluctuation in interest rates for one year on our floating rate debt outstanding at June 30, 2005 would be a reduction in cash flows of approximately $3.6 million and an increase in net loss of approximately $2.3 million.

        As of June 30, 2005, long-term debt consisted of fixed-rate borrowings of approximately $933 million and floating rate debt of approximately $2.0 billion. In addition, we had two fixed interest rate swap agreements on notional amounts of $1.25 billion and $100 million. See "—Liquidity and Capital Resources—Long-term debt" above. Fluctuations in interest rates may affect the fair values of fixed-rate borrowings and fixed-rate net investments in sales-type lease receivables. Any changes in interest rates would impact results of operations and cash flows. At June 30, 2005, outstanding fixed-rate borrowings bore interest at rates ranging from 63/8% to 9% and sales type lease receivables bore interest between 8% and 12%. The potential fair value change resulting from a hypothetical 10% adverse fluctuation in interest rates related to our outstanding fixed-rate debt and fixed-rate net investment in sales-type lease receivable balances would be approximately $47.6 million and $2.3 million, respectively, as of June 30, 2005.

Certain Relationships and Related Transactions Prior to and as a Result of the Completion of the Recapitalization

Transactions with The DIRECTV Group and its Affiliates

        Until the consummation of the Recapitalization on August 20, 2004, The DIRECTV Group and its affiliates were related parties of ours.

        In relation to the tax separation agreement we entered into with The DIRECTV Group as part of the Recapitalization, we have recorded an $81.7 million receivable related to foreign withholding tax claims made against us by the Indian government, the related payments made to date by us on those claims, and for certain other foreign and domestic tax claims against us and tax payments made by us.

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        We provide satellite capacity, TT&C and other related services and facilities to several subsidiaries of The DIRECTV Group and purchase certain services and equipment from a subsidiary of The DIRECTV Group. Additionally, for the period prior to the consummation of the Recapitalization, we reimbursed The DIRECTV Group for the allocated costs of certain jointly incurred expense items, principally relating to administrative and other expenses. Revenues derived from The DIRECTV Group and its affiliates were $33.3 million and $63.8 million for the three and six months ended June 30, 2004, respectively, or 16.1% and 15.5% of our total revenues for the same periods, respectively.

        In addition, The DIRECTV Group leases office space to us in Long Beach, California and land for our teleport in Castle Rock, Colorado, and permits the participation by us and our employees in certain discount programs. Prior to the Recapitalization, The DIRECTV Group provided general liability insurance and certain administrative services to us, including the provision of certain advisory and audit services. During the three and six months ended June 30, 2004, we incurred expenses related to such arrangements with The DIRECTV Group of approximately $0.4 and $1.0 million. In addition, during the three and six months ended June 30, 2004, we purchased services and equipment from the DIRECTV Group of approximately $0.9 million and $1.0 million, respectively.

Transactions with The News Corporation and its Affiliates (Other than The DIRECTV Group)

        Until the consummation of the Recapitalization on August 20, 2004, The News Corporation and its affiliates were related parties of ours.

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