Additional Information and Where to Find It
In connection with the proposed strategic combination, DigitalGlobe filed with the SEC a Registration Statement on Form S-4 that includes a joint proxy statement of DigitalGlobe and GeoEye that also constitutes a preliminary prospectus of DigitalGlobe. The Form S-4 was declared effective by the SEC on October 30, 2012. DigitalGlobe and GeoEye filed with the SEC the definitive proxy statement/prospectus on October 30, 2012 and began mailing the final joint proxy statement/prospectus to their respective shareholders on or about October 31, 2012. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors may obtain the definitive joint proxy statement/prospectus, as well as other filings containing information about DigitalGlobe and GeoEye, free of charge, from the SEC's website (
www.sec.gov). Investors may also obtain DigitalGlobe's SEC filings in connection with the transaction, free of charge, from DigitalGlobe's website (
www.digitalglobe.com) under the tab "Investors" and then under the heading "SEC Filings," or by directing a request to DigitalGlobe, Inc., 1601 Dry Creek Drive, Suite 260, Longmont, Colorado 80503, Attention: Corporate Secretary. Investors may also obtain GeoEye's SEC filings in connection with the transaction, free of charge, from GeoEye's website (
www.geoeye.com) under the tab "About Us - Investor Relations" and then under the heading "SEC Filings," or by directing a request to GeoEye, Inc., 2325 Dulles Corner Boulevard, Herndon, Virginia 20171, Attention: Corporate Secretary.
Participants in the Merger Solicitation
The respective directors, executive officers and employees of DigitalGlobe and GeoEye and other persons may be deemed to be participants in the solicitation of proxies in respect of the transaction. Information regarding the interests of the participants in the proxy solicitation is contained in the definitive joint proxy statement/prospectus. Information regarding DigitalGlobe's directors and executive officers is available in its definitive proxy statement filed with the SEC on April 10, 2012, and information regarding GeoEye's directors and executive officers is available in its definitive proxy statement filed with the SEC on April 27, 2012. These documents can be obtained free of charge from the sources indicated above. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA are not recognized terms under generally accepted accounting principles in the United States, or U.S. GAAP and may not be defined similarly by other companies. EBITDA and Adjusted EBITDA should not be considered alternatives to net income, as indications of financial performance, or as alternatives to cash flow from operations as measures of liquidity. There are limitations to using non- U.S. GAAP financial measures, including the difficulty associated with comparing companies in different industries that use similar performance measures whose calculations may differ from ours.
EBITDA and Adjusted EBITDA are key measures used in internal operating reports by management and the board of directors to evaluate the performance of our operations and are also used by analysts, investment banks and lenders for the same purpose. In 2012, EBITDA, excluding certain deal costs, is a measure being used as a key element of the company-wide bonus incentive plan. Prior to 2012, Adjusted EBITDA had been a key element of the company-wide bonus incentive plan.
EBITDA is a measure of our current period operating performance, excluding charges for depreciation related to prior period capital expenditures and items which are generally non-core in nature. Adjusted EBITDA is a measure of our current period operating performance, excluding charges for capital, depreciation related to prior period capital expenditures and items which are generally non-core in nature, and including EnhancedView deferred revenue and EnhancedView outstanding invoices not yet paid by the National Geospatial-Intelligence Agency (NGA) and excluding the amortization of pre-Final Operation-Capability (FOC) payments related to our NextView contract. EnhancedView outstanding invoices not yet paid by NGA represent an irrevocable right to be paid in cash by NGA.
EBITDA
We believe that the elimination of material non-cash, non-operating items enables a more consistent measurement of period to period performance of our operations. In addition, we believe that elimination of these facilitate comparison of our operating performance to companies in our industry. We believe this EBITDA measure is particularly important in a capital intensive industry such as ours, in which our current period depreciation is not a good indication of our current or future period capital expenditures. The cost to construct and launch a satellite and build the related ground infrastructure may vary greatly from one satellite to another, depending on the satellite's size, type and capabilities. For example, our QuickBird satellite, which we are currently depreciating, cost significantly less than our WorldView-1 and WorldView-2 satellites. Current depreciation expense is not indicative of the revenue generating potential of the satellite.
EBITDA excludes interest income, interest expense, income taxes and loss on early extinguishment of debt because these items are associated with our capitalization and tax structures. EBITDA also excludes depreciation and amortization expense because these non-cash expenses reflect the impact of prior capital expenditure decisions which are not indicative of future capital expenditure requirements. EBITDA excludes loss on derivative instrument and disposal of assets because these are not related to our primary operations.
We use EBITDA in conjunction with traditional U.S. GAAP operating performance measures as part of our overall assessment of our performance and we do not place undue reliance on this measure as our only measure of operating performance. EBITDA should not be considered a substitute for other measures of financial performance reported in accordance with U.S. GAAP.
Adjusted EBITDA
We believe that the elimination of material non-cash, non-operating items enables a more consistent measurement of period to period performance of our operations. In addition, we believe that elimination of these items in combination with the addition of the nonrefundable EnhancedView deferred revenue and EnhancedView outstanding invoices not yet paid by NGA as well as the elimination of amortization of pre-FOC payments related to NextView, facilitate comparison of our operating performance to companies in our industry. We believe this Adjusted EBITDA measure is particularly important in a capital intensive industry such as ours, in which our current period depreciation is not a good indication of our current or future period capital expenditures. The cost to construct and launch a satellite and build the related ground infrastructure may vary greatly from one satellite to another, depending on the satellite's size, type and capabilities. For example, our QuickBird satellite, which we are currently depreciating, cost significantly less than our WorldView-1 and WorldView-2 satellites. Current depreciation expense is not indicative of the revenue generating potential of the satellite.
Adjusted EBITDA excludes interest income, interest expense, income taxes and loss on early extinguishment of debt because these items are associated with our capitalization and tax structures. Adjusted EBITDA also excludes depreciation and amortization expense because these non-cash expenses reflect the impact of prior capital expenditure decisions which are not indicative of future capital expenditure requirements. Adjusted EBITDA excludes expenses associated with the GeoEye combination, non-cash stock compensation expense and loss from joint venture, because these items are non-cash expenses and expenses associated with the pending GeoEye combination, loss on derivative instrument and disposal of assets because these are not related to our primary operations.
We use Adjusted EBITDA in conjunction with traditional U.S. GAAP operating performance measures as part of our overall assessment of our performance and we do not place undue reliance on this measure as our only measure of operating performance. Adjusted EBITDA should not be considered a substitute for other measures of financial performance reported in accordance with U.S. GAAP.
FINANCIAL TABLES TO FOLLOW
DigitalGlobe, Inc.
Unaudited Condensed Consolidated Statements of Operations
and Comprehensive Income (Loss)
For the three months For the nine months
ended ended
September 30, September 30,
-------------------- --------------------
(in millions, except per share 2011 2011
data) 2012 Revised 2012 Revised
-------------------------------- --------- --------- --------- ---------
Revenue $ 107.2 $ 81.9 $ 296.0 $ 241.8
Costs and expenses:
Cost of revenue, excluding
depreciation and amortization 21.5 18.5 59.5 47.0
Selling, general and
administrative 40.1 30.8 103.4 95.2
Depreciation and amortization 28.9 29.1 86.5 87.5
--------- --------- --------- ---------
Income from operations 16.7 3.5 46.6 12.1
Other income (expense), net,
including loss from joint
venture (0.7) - (1.1) 0.2
Interest income (expense), net (1.9) (4.1) (7.7) (17.7)
--------- --------- --------- ---------
Income (loss) before income
taxes 14.1 (0.6) 37.8 (5.4)
Income tax (expense) benefit (5.6) 1.7 (15.9) 4.3
--------- --------- --------- ---------
Net income (loss) $ 8.5 $ 1.1 $ 21.9 $ (1.1)
========= ========= ========= =========
Comprehensive Income:
Net income (loss) $ 8.5 $ 1.1 $ 21.9 $ (1.1)
========= ========= ========= =========
Earnings (loss) per share:
Basic earnings (loss) per
share $ 0.18 $ 0.02 $ 0.48 $ (0.02)
========= ========= ========= =========
Diluted earnings (loss) per
share $ 0.18 $ 0.02 $ 0.47 $ (0.02)
========= ========= ========= =========
Weighted average common shares
outstanding:
Basic 46.2 46.3 46.1 46.2
========= ========= ========= =========
Diluted 46.5 46.7 46.3 46.8
========= ========= ========= =========
(1) The Company revised its financial information for the first three
quarters of 2011 as a result of the full-year 2011 audit completed in
February 2012. Please refer to the company's 2011 Annual Report on Form
10-K for detail.
DigitalGlobe, Inc.
Reconciliation of GAAP Net Income (Loss) to EBITDA and Adjusted EBITDA
(unaudited)
Three months ended Nine months ended
September 30, September 30,
--------------------- ---------------------
2011 2011
(in millions) 2012 Revised(1) 2012 Revised(1)
------------------------------ --------- ---------- --------- ----------
Net income (loss) $ 8.5 $ 1.1 $ 21.9 $ (1.1)
Depreciation and amortization 28.9 29.1 86.5 87.5
Interest (income) expense, net 1.9 4.1 7.7 17.7
Income tax expense (benefit) 5.6 (1.7) 15.9 (4.3)
--------- ---------- --------- ----------
EBITDA $ 44.9 $ 32.6 $ 132.0 $ 99.8
Expenses associated with
GeoEye combination 7.5 - 9.7 -
Non-cash stock compensation
expense 2.5 2.3 7.2 11.8
EnhancedView deferred revenue 9.2 16.5 40.9 66.2
EnhancedView outstanding
invoices not yet paid by NGA 1.9 6.7 1.9 6.6
Loss (gain) on disposition of
assets 0.3 (0.5) 0.3 (0.5)
Loss from joint venture 0.4 - 0.8 -
Amortization of pre-FOC
payment related to NextView (6.4) (6.4) (19.1) (19.1)
--------- ---------- --------- ----------
Adjusted EBITDA $ 60.3 $ 51.2 $ 173.7 $ 164.8
========= ========== ========= ==========
(1) The Company revised its financial information for the first three
quarters of 2011 as a result of the full-year 2011 audit completed in
February 2012. Please refer to the company's 2011 Annual Report on form
10-K for detail.
