Maxar Technologies To Be Acquired by Advent International for $6.4 Billion – Investing News Network
Maxar stockholders to receive $53.00 per share in cash, a 129% premium to prior closing price
Maxar to remain U.S.-controlled and operated company following close
Advent brings 35+ year investment track record with significant experience in global security and defense
Transaction will support Maxar to accelerate investment in and development of the Company's next-generation satellite technologies and data insights for its customers
Maxar Technologies (NYSE:MAXR) (TSX:MAXR) ("Maxar" or the "Company"), provider of comprehensive space solutions and secure, precise, geospatial intelligence, today announced that it has entered into a definitive merger agreement to be acquired by Advent International ("Advent"), one of the largest and most experienced global private equity investors, in an all-cash transaction that values Maxar at an enterprise value of approximately $6.4 billion. Advent is headquartered in the United States and has a demonstrable track record as a responsible owner of defense and security businesses. Following the close of the transaction, Maxar will remain a U.S.-controlled and operated company.
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Under the terms of the definitive merger agreement, Advent has agreed to acquire all outstanding shares of Maxar common stock for $53.00 per share in cash. The purchase price represents a premium of approximately 129% over Maxar's closing stock price of $23.10 on December 15, 2022, the last full trading day prior to this announcement, an approximately 135% premium to the 60-day volume-weighted average price prior to this announcement, and a premium of approximately 34% over Maxar's 52-week high.
Following the closing of the transaction, Maxar will benefit from the significant resources, operational expertise and capacity for investment provided by Advent. As a private company, Maxar will be able to accelerate investments in next-generation satellite technologies and data insights that are vital to the Company's government and commercial customers, as well as pursue select, strategic M&A to further enhance the Company's portfolio of solutions. This includes supporting the successful delivery of the new Legion satellite constellation, accelerating the launch of Legion 7 and 8 satellites and further growing the Earth Intelligence and Space Infrastructure businesses through investments in next-generation capabilities, such as advanced machine learning and 3D mapping. With approximately $28 billion invested across the defense, security and cybersecurity sectors in the last three years, Advent's portfolio companies have substantial expertise supporting many satellite and defense platforms which serve the U.S. government and its allies as well as companies across the globe.
"This transaction delivers immediate and certain value to our stockholders at a substantial premium," said General Howell M. Estes, III (USAF Retired), Chair of Maxar's Board of Directors. "Maxar's mission has never been more important, and this transaction allows us to maximize value for stockholders while accelerating the Company's ability to deliver its mission-critical technology and solutions to customers over the near and long term."
"Today's announcement is an exceptional outcome for stockholders and is a testament to the hard work and dedication of our team, the value Maxar has created and the reputation we have built in our industry," said Daniel Jablonsky, President and CEO of Maxar. "Advent has a proven record of strengthening its portfolio companies and a desire to support Maxar in advancing our long-term strategic objectives. As a private company, we will have enhanced flexibility and additional resources to build on Maxar's strong foundation, further scale operations and capture the significant opportunities in a rapidly expanding market."
"We have tremendous respect and admiration for Maxar, its industry-leading technology and the vital role it serves in supporting the national security of the United States and its allies around the world," said David Mussafer, Chairman and Managing Partner of Advent. "We will prioritize Maxar's commitment as a core provider to the U.S. defense and intelligence communities, and allies, while providing Maxar with the financial and operational support necessary to apply its technology and team members even more fully to the missions and programs of its government and commercial customers."
"In our view, Maxar is a uniquely positioned and attractive asset in satellite manufacturing and space-based high-resolution imagery, with an incredible workforce and many opportunities ahead," said Shonnel Malani, Managing Director and global head of Advent's aerospace and defense team. "We have strong conviction in the growing need for the differentiated solutions Maxar provides, and our goal is to invest in expanding Maxar's satellite constellation as well as supporting Maxar's team to push the boundaries of innovation, ensuring mission success for its customers."
Transaction Details
Under the terms of the agreement, which has been unanimously approved by Maxar's Board of Directors, Maxar stockholders will receive $53.00 in cash for each share of common stock they own.
Advent has arranged committed debt and equity financing commitments for the purpose of financing the transaction, providing a high level of closing certainty. Funds advised by Advent have committed an aggregate equity contribution of $3.1 billion and British Columbia Investment Management Corporation ("BCI") is providing a minority equity investment through a committed aggregate equity contribution equal to $1.0 billion, both on the terms and subject to the conditions set forth in the signed equity commitment letters.
The agreement includes a 60-day "go-shop" period expiring at 11:59 pm EST on February 14, 2023. During this period, the Maxar Board of Directors and its advisors will actively initiate, solicit and consider alternative acquisition proposals from third parties. The Maxar Board will have the right to terminate the merger agreement to enter into a superior proposal subject to the terms and conditions of the merger agreement. There can be no assurance that this "go-shop" will result in a superior proposal, and Maxar does not intend to disclose developments with respect to the solicitation process unless and until it determines such disclosure is appropriate or otherwise required. The Company, Advent and BCI will contemporaneously pursue regulatory reviews and approvals required to conclude the transaction.
The transaction is expected to close mid-2023, subject to customary closing conditions, including approval by Maxar stockholders and receipt of regulatory approvals. The transaction is not subject to any conditionality related to the launch, deployment or performance of Maxar's WorldView Legion satellite program. Upon completion of the transaction, Maxar's common stock will no longer be publicly listed. It is expected that Maxar will continue to operate under the same brand and maintain its current headquarters in Westminster, Colorado.
The foregoing description of the merger agreement and the transactions contemplated thereby is subject to, and is qualified in its entirety by reference to, the full terms of the merger agreement, which Maxar will be filing on Form 8-K.
Advisors
J.P. Morgan Securities LLC is serving as financial advisor to Maxar and Wachtell, Lipton, Rosen & Katz is serving as lead counsel to Maxar. Milbank LLP is serving as Maxar's legal advisor with respect to certain space industry and regulatory matters.
Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are serving as financial advisors to Advent and Weil, Gotshal & Manges LLP is serving as lead counsel to Advent. Covington & Burling LLP is serving as Advent's legal advisor with respect to certain regulatory matters.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as lead counsel to BCI. Freshfields Bruckhaus Deringer LLP is serving as BCI's legal advisor with respect to certain regulatory matters.
About Maxar
Maxar Technologies (NYSE:MAXR) (TSX:MAXR) is a provider of comprehensive space solutions and secure, precise, geospatial intelligence. We deliver disruptive value to government and commercial customers to help them monitor, understand and navigate our changing planet; deliver global broadband communications; and explore and advance the use of space. Our unique approach combines decades of deep mission understanding and a proven commercial and defense foundation to deploy solutions and deliver insights with unrivaled speed, scale and cost effectiveness. Maxar's 4,400 team members in over 20 global locations are inspired to harness the potential of space to help our customers create a better world. For more information, visit www.maxar.com .
About Advent International
Founded in 1984 and based in Boston, MA, Advent International is one of the largest and most experienced global private equity investors. The firm has invested in over 400 private equity investments across 41 countries, and as of September 30, 2022, had $89 billion in assets under management. With 15 offices in 12 countries, Advent has established a globally integrated team of over 285 private equity investment professionals across North America, Europe, Latin America and Asia. The firm focuses on investments in five core sectors, including business and financial services; health care; industrial; retail, consumer and leisure; and technology. This includes investments in defense, security and cybersecurity as well as critical national infrastructure.
For over 35 years, Advent has been dedicated to international investing and remains committed to partnering with management teams to deliver sustained revenue and earnings growth for its portfolio companies.
For more information, visit
Website: www.adventinternational.com
LinkedIn: www.linkedin.com/company/advent-international
About BCI
British Columbia Investment Management Corporation (BCI) is amongst the largest institutional investors in Canada with C$211.1 billion under management, as of March 31, 2022. Based in Victoria, British Columbia, with offices in New York City and Vancouver, BCI is invested in: fixed income and private debt; public and private equity; infrastructure and renewable resources; as well as real estate equity and real estate debt. With our global outlook, we seek investment opportunities that convert savings into productive capital that will meet our clients' risk and return requirements over time.
BCI's private equity program actively manages a C$24.8 billion global portfolio of privately-held companies and funds with the potential for long-term growth and value creation. Leveraging our sector-focused teams in business services, consumer, financial services, healthcare, industrials, and technology, media and telecommunications, we work with strategic private equity partners to source and manage direct and co-sponsor/co-investment opportunities.
For more information, please visit bci.ca.
LinkedIn: https://www.linkedin.com/company/british-columbia-investment-management-corporation-bci
Additional Information About the Merger and Where to Find It
This communication relates to the proposed transaction involving Maxar. In connection with the proposed transaction, Maxar will file relevant materials with the U.S. Securities and Exchange Commission (the "SEC"), including Maxar's proxy statement on Schedule 14A (the "Proxy Statement"). This communication is not a substitute for the Proxy Statement or any other document that Maxar may file with the SEC or send to its shareholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF MAXAR ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC's website, www.sec.gov , or by visiting Maxar's investor relations website, https://investor.maxar.com/overview/default.aspx .
Participants in the Solicitation
Maxar and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Maxar's common stock in respect of the proposed transaction. Information about the directors and executive officers of Maxar and their ownership of Maxar's common stock is set forth in the definitive proxy statement for Maxar's 2022 Annual Meeting of Stockholders, which was filed with the SEC on March 31, 2022, or its Annual Report on Form 10-K for the year ended December 31, 2021, and in other documents filed by Maxar with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available. Free copies of the Proxy Statement and such other materials may be obtained as described in the preceding paragraph.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Statements concerning general economic conditions, our financial condition, including our anticipated revenues, earnings, cash flows or other aspects of our operations or operating results, and our expectations or beliefs concerning future events; and any statements using words such as "believe," "expect," "anticipate," "plan," "intend," "foresee," "should," "would," "could," "may," "estimate," "outlook" or similar expressions, including the negative thereof, are forward-looking statements that involve certain factors, risks and uncertainties that could cause Maxar's actual results to differ materially from those anticipated. Such factors, risks and uncertainties include: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement between the parties to the proposed transaction; (2) the failure to obtain approval of the proposed transaction from Maxar's stockholders; (3) the failure to obtain certain required regulatory approvals or the failure to satisfy any of the other closing conditions to the completion of the proposed transaction within the expected timeframes or at all; (4) risks related to disruption of management's attention from Maxar's ongoing business operations due to the proposed transaction; (5) the effect of the announcement of the proposed transaction on the ability of Maxar to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, or on its operating results and business generally; (6) the ability of Maxar to meet expectations regarding the timing and completion of the transaction; (7) the impacts resulting from the conflict in Ukraine or related geopolitical tensions; (8) the impacts of the global COVID-19 pandemic or any other pandemics, epidemics or infectious disease outbreaks; (9) Maxar's ability to generate a sustainable order rate for the satellite and space manufacturing operations and develop new technologies to meet the needs of its customers or potential new customers; (10) the impacts of any changes to the policies, priorities, regulations, mandates and funding levels of governmental entities; (11) the impacts if Maxar's programs fail to meet contractual requirements or its products contain defects or fail to operate in the expected manner; (12) any significant disruption in or unauthorized access to Maxar's computer systems or those of third parties that it utilizes in its operations, including those relating to cybersecurity or arising from cyber-attacks, and security threats could result in a loss or degradation of service, unauthorized disclosure of data, or theft or tampering of intellectual property; (13) satellites are subject to construction and launch delays, launch failures, damage or destruction during launch; (14) if Maxar satellites fail to operate as intended; (15) the impacts of any loss of, or damage to, a satellite and any failure to obtain data or alternate sources of data for Maxar's products; (16) any interruption or failure of Maxar's infrastructure or national infrastructure; (17) Maxar's business with various governmental entities is concentrated in a small number of primary contracts; (18) Maxar operates in highly competitive industries and in various jurisdictions across the world; (19) uncertain global macro-economic and political conditions; (20) Maxar is a party to legal proceedings, investigations and other claims or disputes, which are costly to defend and, if determined adversely to it, could require it to pay fines or damages, undertake remedial measures or prevent it from taking certain actions; (21) Maxar's ability to attract, train and retain employees; (22) any disruptions in U.S. government operations and funding; (23) any changes in U.S. government policy regarding use of commercial data or space infrastructure providers, or material delay or cancellation of certain U.S. government programs; (24) Maxar's business involves significant risks and uncertainties that may not be covered by insurance; (25) Maxar often relies on a single vendor or a limited number of vendors to provide certain key products or services; (26) any disruptions in the supply of key raw materials or components and any difficulties in the supplier qualification process, as well as any increases in prices of raw materials; (27) any changes in Maxar's accounting estimates and assumptions; (28) Maxar may be required to recognize impairment charges; (29) Maxar's business is capital intensive, and it may not be able to raise adequate capital to finance its business strategies, including funding future satellites, or to refinance or renew its debt financing arrangements, or it may be able to do so only on terms that significantly restrict its ability to operate its business; (30) Maxar's ability to obtain additional debt or equity financing or government grants to finance operating working capital requirements and growth initiatives may be limited or difficult to obtain; (31) Maxar's indebtedness and other contractual obligations; (32) Maxar's current financing arrangements contain certain restrictive covenants that impact its future operating and financial flexibility; (33) Maxar's actual operating results may differ significantly from its guidance; (34) Maxar could be adversely impacted by actions of activist stockholders; (35) the price of Maxar's common stock has been volatile and may fluctuate substantially; (36) Maxar's operations in the U.S. government market are subject to significant regulatory risk; (37) failure to comply with the requirements of the National Industrial Security Program Operating Manual could result in interruption, delay or suspension of Maxar's ability to provide its products and services, and could result in loss of current and future business with the U.S. government; (38) Maxar's business is subject to various regulatory risks; (39) any changes in tax law, in Maxar's tax rates or in exposure to additional income tax liabilities or assessments; (40) Maxar's ability to use its U.S. federal and state net operating loss carryforwards and certain other tax attributes may be limited; (41) Maxar's operations are subject to governmental law and regulations relating to environmental matters, which may expose it to significant costs and liabilities; and (42) the other risks listed from time to time in Maxar's filings with the SEC.
For additional information concerning factors that could cause actual results and events to differ materially from those projected herein, please refer to Maxar's Annual Report on Form 10-K for the year ended December 31, 2021 and to other documents filed by Maxar with the SEC, including subsequent Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. Maxar is providing the information in this communication as of this date and assumes no obligation to update or revise the forward-looking statements in this communication because of new information, future events, or otherwise.
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For Maxar:
Investor Relations
Jonny Bell
(303) 684-5543
jonny.bell@maxar.com
Media Relations
Fernando Vivanco
(720) 877-5220
fernando.vivanco@maxar.com
OR
Scott Bisang / Eric Brielmann / Jack Kelleher
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
dgi-jf@joelefrank.com
For Advent:
Bryan Locke / Jeremy Pelofsky
FGS Global
(212) 687-8080
adventinternational-us@fgsglobal.com
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Maxar Technologies (NYSE:MAXR) (TSX:MAXR), provider of comprehensive space solutions and secure, precise, geospatial intelligence, today announced that the National Oceanic and Atmospheric Administration (NOAA) has modified Maxar's remote sensing license to enable the non-Earth imaging (NEI) capability for its current constellation on orbit as well as its next-generation WorldView Legion satellites.
Through this new license authority, Maxar can collect and distribute images of space objects across the Low Earth Orbit (LEO)—the area ranging from 200 kilometers up to 1,000 kilometers in altitude—to both government and commercial customers. Maxar's constellation is capable of imaging objects at less than 6 inch resolution at these altitudes, and it can also support tracking of objects across a much wider volume of space. Taken together, these capabilities can provide customers with accurate information to assist with mission operations and help address important Space Domain Awareness (SDA) and Space Traffic Management (STM) needs.
"Maxar's NEI capability has been licensed at a pivotal time for the space industry, when the rapid proliferation of space objects is creating an increasingly crowded Low-Earth Orbital environment, creating new risks for government and commercial missions," said Dan Jablonsky, Maxar President and Chief Executive Officer. "Thanks to NOAA's support and hard work, we are now able to leverage our long-held NEI capability to support critical national security missions, help commercial customers better protect and maintain their assets in orbit and provide a new tool to assist with broader space resiliency initiatives."
The ability to provide high-resolution imagery of space objects is more important than ever. There are more than 4,800 active satellites on orbit today, and Euroconsult estimates that 17,000 more satellites will be launched in the next decade. At the same, it is estimated that there are millions of pieces of space debris in LEO, and an impact from even the smallest piece of debris can cause significant damage to a satellite in orbit.
NEI can help address these challenges by bringing more transparency to the near-Earth space domain, thus helping operators better protect and maintain their assets. Maxar will work closely with government and commercial customers to utilize its NEI capabilities to help with a wide range of use cases, including:
The company will begin deploying its NEI capability in 2023 with a select group of early adopters who need to understand and characterize space objects at scale.
To learn more about this capability, visit www.maxar.com/non-earth-imaging .
About Maxar
Maxar Technologies (NYSE:MAXR) (TSX:MAXR) is a provider of comprehensive space solutions and secure, precise, geospatial intelligence. We deliver disruptive value to government and commercial customers to help them monitor, understand and navigate our changing planet; deliver global broadband communications; and explore and advance the use of space. Our unique approach combines decades of deep mission understanding and a proven commercial and defense foundation to deploy solutions and deliver insights with unrivaled speed, scale and cost effectiveness. Maxar's 4,400 team members in over 20 global locations are inspired to harness the potential of space to help our customers create a better world. Maxar trades on the New York Stock Exchange and Toronto Stock Exchange as MAXR. For more information, visit www.maxar.com .
Forward-Looking Statements
This press release may contain forward-looking statements that reflect management's current expectations, assumptions and estimates of future performance and economic conditions. Any such forward-looking statements are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company cautions investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements, including those included in the Company's filings with U.S. securities and Canadian regulatory authorities. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, other than as may be required under applicable securities law.
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Investor Relations Contact:
Jonny Bell
Maxar Investor Relations
1-303-684-5543
jonny.bell@maxar.com
Media Contact:
Fernando Vivanco
Maxar Media Relations
1-720-877-5220
fernando.vivanco@maxar.com
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SXM-11 and -12 join SXM-9 and -10 in Maxar development pipeline for SiriusXM
Maxar Technologies (NYSE:MAXR) (TSX:MAXR) and SiriusXM (NASDAQ: SIRI) today announced a new agreement commissioning Maxar to build and deliver two new geostationary communications satellites for SiriusXM.
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The Maxar-built SXM-11 and SXM-12 satellites for SiriusXM as shown in an artist rendering. Credit: Maxar.
The SXM-11 and -12 satellite orders increase the total number of spacecraft in development for SiriusXM by Maxar to four, following the 2021 agreement for the construction of SXM-9 and -10.
"This investment reaffirms our commitment to satellite content delivery systems and cutting-edge technology," said Bridget Neville, SiriusXM's Senior Vice President of Satellite and Terrestrial Engineering and Operations. "SXM-11 and -12, along with SXM-9 and -10, will allow us to innovate and improve our service offerings for subscribers and will extend the continuous and reliable delivery of our audio entertainment content."
"This agreement, in combination with SXM-9 and -10 ordered last year, shows one of Maxar's greatest strengths—the advantage of performance at scale," said Chris Johnson, Maxar's Senior Vice President of Space. "These satellites will provide more capability to SiriusXM's fleet, including an expanded service area and higher service quality. We continue to push for new ways to expand capability for commercial geostationary customers, keeping our leadership in this market secure and growing."
There are more than 150 million SiriusXM-equipped vehicles on the road today that rely on SiriusXM's proprietary satellite network, which is also a key delivery mechanism for the company's 360L platform. SiriusXM with 360L combines satellite and streaming to ensure the best possible coverage across the U.S. and Canada and the best customer experience. SiriusXM also offers a suite of satellite-delivered Marine and Aviation services that provide pilots and boaters important weather data and information directly to their cockpits.
SXM-11 and -12 will be twin high-powered digital audio radio satellites, built on Maxar's proven 1300-class platform at the company's manufacturing facilities in Palo Alto and San Jose, California. Maxar has been building satellites for SiriusXM for more than two decades, including the first-generation Sirius satellites launched in 2000; the second-generation Sirius satellites launched in 2009 and 2013; and the company's current third-generation satellites, the first one of which started service in 2021. The delivery of SXM-11 and -12 will bring the number of Maxar-built spacecraft for SiriusXM to 13.
About Maxar
Maxar Technologies is a provider of comprehensive space solutions and secure, precise, geospatial intelligence. We deliver disruptive value to government and commercial customers to help them monitor, understand and navigate our changing planet; deliver global broadband communications; and explore and advance the use of space. Our unique approach combines decades of deep mission understanding and a proven commercial and defense foundation to deploy solutions and deliver insights with unrivaled speed, scale and cost effectiveness. Maxar's 4,400 team members in over 20 global locations are inspired to harness the potential of space to help our customers create a better world. Maxar trades on the New York Stock Exchange and Toronto Stock Exchange as MAXR. For more information, visit www.maxar.com .
About SiriusXM
Sirius XM Holdings Inc. is the leading audio entertainment company in North America, and the premier programmer and platform for subscription and digital advertising-supported audio products. SiriusXM's platforms collectively reach approximately 150 million listeners, the largest digital audio audience across paid and free tiers in North America, and deliver music, talk, news, comedy, entertainment and podcasts. SiriusXM offers the most extensive lineup of professional and college sports in audio. Pandora, a subsidiary of SiriusXM, is the largest ad-supported audio entertainment streaming service in the U.S. SiriusXM's subsidiaries Stitcher, Simplecast and AdsWizz make it a leader in podcast hosting, production, distribution, analytics and monetization. The Company's advertising sales arm, SXM Media, leverages its scale, cross-platform sales organization, and ad tech capabilities to deliver results for audio creators and advertisers. SiriusXM, through Sirius XM Canada Holdings, Inc., also offers satellite radio and audio entertainment in Canada. In addition to its audio entertainment businesses, SiriusXM offers connected vehicle services to automakers. For more about SiriusXM, please go to: www.siriusxm.com .
This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "believe," "intend," "plan," "projection," "outlook" or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.
The following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: we have been, and may continue to be, adversely affected by supply chain issues as a result of the global semiconductor supply shortage; we face substantial competition and that competition is likely to increase over time; if our efforts to attract and retain subscribers and listeners, or convert listeners into subscribers, are not successful, our business will be adversely affected; we engage in extensive marketing efforts and the continued effectiveness of those efforts is an important part of our business; we rely on third parties for the operation of our business, and the failure of third parties to perform could adversely affect our business; we may not realize the benefits of acquisitions and other strategic investments and initiatives; the ongoing COVID-19 pandemic has introduced significant uncertainty to our business; a substantial number of our Sirius XM service subscribers periodically cancel their subscriptions and we cannot predict how successful we will be at retaining customers; our ability to profitably attract and retain subscribers to our Sirius XM service as our marketing efforts reach more price-sensitive consumers is uncertain; our business depends in part on the auto industry; failure of our satellites would significantly damage our business; our Sirius XM service may experience harmful interference from wireless operations; our Pandora ad-supported business has suffered a substantial and consistent loss of monthly active users, which may adversely affect our Pandora business; our failure to convince advertisers of the benefits of our Pandora ad-supported service could harm our business; if we are unable to maintain revenue growth from our advertising products our results of operations will be adversely affected; changes in mobile operating systems and browsers may hinder our ability to sell advertising and market our services; if we fail to accurately predict and play music, comedy or other content that our Pandora listeners enjoy, we may fail to retain existing and attract new listeners; privacy and data security laws and regulations may hinder our ability to market our services, sell advertising and impose legal liabilities; consumer protection laws and our failure to comply with them could damage our business; failure to comply with FCC requirements could damage our business; if we fail to protect the security of personal information about our customers, we could be subject to costly government enforcement actions and private litigation and our reputation could suffer; interruption or failure of our information technology and communications systems could impair the delivery of our service and harm our business; the market for music rights is changing and is subject to significant uncertainties; our Pandora services depend upon maintaining complex licenses with copyright owners, and these licenses contain onerous terms; the rates we must pay for "mechanical rights" to use musical works on our Pandora service have increased substantially and these new rates may adversely affect our business; failure to protect our intellectual property or actions by third parties to enforce their intellectual property rights could substantially harm our business and operating results; some of our services and technologies may use "open source" software, which may restrict how we use or distribute our services or require that we release the source code subject to those licenses; rapid technological and industry changes and new entrants could adversely impact our services; we have a significant amount of indebtedness, and our debt contains certain covenants that restrict our operations; we are a "controlled company" within the meaning of the NASDAQ listing rules and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements; while we currently pay a quarterly cash dividend to holders of our common stock, we may change our dividend policy at any time; our principal stockholder has significant influence, including over actions requiring stockholder approval, and its interests may differ from the interests of other holders of our common stock; if we are unable to attract and retain qualified personnel, our business could be harmed; our facilities could be damaged by natural catastrophes or terrorist activities; the unfavorable outcome of pending or future litigation could have an adverse impact on our operations and financial condition; we may be exposed to liabilities that other entertainment service providers would not customarily be subject to; and our business and prospects depend on the strength of our brands. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found in our Annual Report on Form 10-K for the year ended December 31, 2021, and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, which are filed with the Securities and Exchange Commission (the "SEC") and available at the SEC's Internet site ( http://www.sec.gov ). The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication.
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Kristin Carringer
Maxar Media Relations
1-303-684-4352
kristin.carringer@maxar.com
Kevin Bruns
SiriusXM
Kevin.Bruns@siriusxm.com
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The satellite also known as EchoStar XXIV is expected to launch in the first half of 2023
EchoStar Corporation (Nasdaq: SATS) today announced an amended agreement with Maxar Technologies (NYSE:MAXR) (TSX:MAXR) for production of the EchoStar XXIV satellite, also known as JUPITER™ 3. The satellite, designed for EchoStar's Hughes Network Systems division, is under production at Maxar's facility in Palo Alto, CA. The amended agreement compensates EchoStar for past production delays by providing relief on future payments and expands EchoStar's recourse in the event of any further delays. The satellite is currently planned to launch in the first half of 2023.
"Launching and bringing the Hughes JUPITER 3 satellite into service is our highest priority to meet our customers' needs for connectivity," said Hamid Akhavan , CEO, EchoStar. "This agreement ensures that Maxar shares that priority with us and reinforces our joint commitment to complete production of the satellite to world-class standards, as expeditiously as possible."
"We look forward to continuing our strong collaboration with EchoStar to complete construction of the JUPITER 3 satellite in line with the current schedule," said Daniel Jablonsky , President and CEO, Maxar. "This agreement underscores Maxar's state-of-the-art manufacturing capabilities as we enter into the final phases of construction of this ground-breaking spacecraft."
Once in service, JUPITER 3 will deliver over 500 Gbps of high-throughput satellite capacity, doubling the size of the Hughes JUPITER fleet over North and South America . The satellite will bring ample capacity to grow the company's flagship satellite internet service, HughesNet ® , and help meet consumer, aeronautical and enterprise demand for more bandwidth and higher speeds.
The satellite is now undergoing final integration in preparation for dynamics testing. Remaining work on the satellite consists of the launch dynamics test, final spacecraft performance tests and shipment to the launch base.
EchoStar Corporation (NASDAQ: SATS) is a premier global provider of satellite communication solutions. Headquartered in Englewood, Colo. , and conducting business around the globe, EchoStar is a pioneer in secure communications technologies through its Hughes Network Systems and EchoStar Satellite Services business segments. For more information, visit www.echostar.com . Follow @EchoStar on Twitter.
Hughes Network Systems, LLC (HUGHES), an innovator in satellite and multi-transport technologies and networks for 50 years, provides broadband equipment and services; managed services featuring smart, software-defined networking; and end-to-end network operation for millions of consumers, businesses, governments and communities worldwide. The Hughes flagship Internet service, HughesNet ® , connects millions of subscribers across the Americas, and the Hughes JUPITER™ System powers internet access for tens of millions more worldwide. Hughes supplies more than half the global satellite terminal market to leading satellite operators, in-flight service providers, mobile network operators and military customers. A managed network services provider, Hughes supports nearly 500,000 enterprise sites with its HughesON™ portfolio of wired and wireless solutions. Headquartered in Germantown, Maryland , USA, Hughes is owned by EchoStar. To learn more, visit www.hughes.com or follow HughesConnects on Twitter and LinkedIn.
Maxar Technologies (NYSE:MAXR) (TSX:MAXR) is a provider of comprehensive space solutions and secure, precise, geospatial intelligence. We deliver disruptive value to government and commercial customers to help them monitor, understand and navigate our changing planet; deliver global broadband communications; and explore and advance the use of space. Our unique approach combines decades of deep mission understanding and a proven commercial and defense foundation to deploy solutions and deliver insights with unrivaled speed, scale and cost effectiveness. Maxar's 4,400 team members in over 20 global locations are inspired to harness the potential of space to help our customers both create a better world. Maxar trades on the New York Stock Exchange and Toronto Stock Exchange as MAXR. For more information, visit www.maxar.com .
©2022 Hughes Network Systems, LLC, an EchoStar company. Hughes and HughesNet are registered trademarks and JUPITER is a trademark of Hughes Network Systems, LLC. 
View original content to download multimedia: https://www.prnewswire.com/news-releases/echostar-and-maxar-amend-agreement-for-hughes-jupiter-3-satellite-production-301685660.html
SOURCE EchoStar Corporation
News Provided by PR Newswire via QuoteMedia
Maxar Technologies (NYSE:MAXR) (TSX:MAXR), provider of comprehensive space solutions and secure, precise, geospatial intelligence, today announced that Galaxy 31 and Galaxy 32, built for Intelsat, are performing as expected after being launched aboard a SpaceX Falcon 9 rocket from Cape Canaveral, Florida.
These two geostationary satellites will enable Intelsat, operator of the world's largest integrated satellite and terrestrial network and leading provider of inflight connectivity, to transfer its services—uninterrupted—as part of the U.S. Federal Communications Commission (FCC) plan to reallocate parts of the C-band spectrum for 5G terrestrial wireless services. Galaxy 31 and Galaxy 32 are the first of five satellites that Intelsat contracted Maxar to build for the C-band transition. All five satellites will be built on Maxar's proven 1300-class platform , which offers the flexibility and power needed for a broad range of customer missions.
Shortly after launch earlier today, both satellites deployed their solar arrays and began receiving and sending signals. Next, Galaxy 31 and Galaxy 32 will begin firing thrusters to commerce their journeys to final geostationary orbit.
"Today's launch of Galaxy 31 and Galaxy 32 is another milestone in Maxar and Intelsat's decades-long relationship," said Chris Johnson, Maxar Senior Vice President and General Manager of Space. "Our team will begin initial on-orbit checkout and Intelsat will proceed with commissioning activities of these satellites so that Intelsat can start moving their services to the new spectrum."
"The Intelsat Galaxy fleet is the most reliable and efficient media content distribution system in North America, enabled by Maxar's engineering and manufacturing expertise," said David C. Wajsgras, Intelsat CEO. "This investment will deliver a high-performance technology path through the next decade."
Maxar also manufactured Intelsat's Galaxy 35 and Galaxy 36, which are preparing for launch in mid-December 2022.
About Maxar
Maxar Technologies (NYSE:MAXR) (TSX:MAXR) is a provider of comprehensive space solutions and secure, precise, geospatial intelligence. We deliver disruptive value to government and commercial customers to help them monitor, understand and navigate our changing planet; deliver global broadband communications; and explore and advance the use of space. Our unique approach combines decades of deep mission understanding and a proven commercial and defense foundation to deploy solutions and deliver insights with unrivaled speed, scale and cost effectiveness. Maxar's 4,400 team members in over 20 global locations are inspired to harness the potential of space to help our customers create a better world. Maxar trades on the New York Stock Exchange and Toronto Stock Exchange as MAXR. For more information, visit www.maxar.com .
Forward-Looking Statements
This press release may contain forward-looking statements that reflect management's current expectations, assumptions and estimates of future performance and economic conditions. Any such forward-looking statements are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company cautions investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements, including those included in the Company's filings with U.S. securities and Canadian regulatory authorities. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, other than as may be required under applicable securities law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20221112005055/en/
Investor Relations Contact:
Jonny Bell
Maxar Investor Relations
1-303-684-5543
jonny.bell@maxar.com
Media Contact:
Kristin Carringer
Maxar Media Relations
1-303-684-4352
kristin.carringer@maxar.com
News Provided by Business Wire via QuoteMedia
The robotics industry is one of the largest markets in the technology space today, with applications across diverse sectors. However, this diversity may leave market watchers wondering how to invest in robotics.
In simple terms, robotics is defined as the "science and technology behind the design, manufacturing and application of robots." Robots themselves are devices that can perform tasks the same way people do, but without the assistance of human interaction.
Some experts believe a "robot revolution" will completely change the global economy over the next 20 years or so, and with the rise of robotics all but guaranteed, the Investing News Network has put together a primer on the sector. Read on to learn more.
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According to Market Research Future, the global robotics market is expected to grow at a compound annual growth rate (CAGR) of 22.8 percent between 2021 and 2030 to reach US$214.68 billion. This growth will be tied to the adoption of artificial intelligence (AI) and robotics technology across industries like defense and security, manufacturing, electronics, automotive and healthcare.
Research firm Markets and Markets projects that the industrial segment of the robotics market alone will grow at a CAGR of 14.3 percent from 2022 to 2027 to reach a value of US$30.8 billion. The outlet predicts that the robotics market will play a key role in the coming age of automation, with smart factories increasing demand for robots — in fact, robots are already making their way into consumer goods manufacturing, food processing and packaging and ecommerce supply chain automation.
Demand for industrial robots is also rising in the medical field, including surgical robotics. Grand View Research projects that this segment of the robotics market will experience a CAGR of 19.3 percent from 2022 to 2030 to reach US$18.2 billion.
Aside from that, the automotive industry has long been a sector where industrial robotics has played a hugely transformative role. Not long ago, auto manufacturer BMW (ETR:BMW) signed a supply agreement with robotics firm KUKA (OTC Pink:KUKAF,ETR:KU2) for 5,000 robots to help manufacture BMW's current and future vehicle models.
More recently, in 2021, Nissan (OTC Pink:NSANY,TSE:7201) announced its Intelligent Factory initiative, which will harness AI, the internet of things and robotics technology for vehicle manufacturing to create a zero-emission production system.
For investors looking to enter this emerging tech sector, robotics stocks may be a good place to start.
Stocks are generally the more popular route to take when it comes to investment opportunities, and there's certainly no shortage of robotics stocks to choose from. Major companies in the robotics sector include:
For investors who would rather put their money into the robotics sector as a whole as opposed to a single company, exchange-traded funds (ETFs) may be the way to go. There are a handful of robotics ETFs for investors to choose from, and they track a variety of companies in the industry. Here are three examples to consider:
In summary, the robotics industry isn't going anywhere anytime soon and it looks to have a wealth of investment heading its way. It seems likely to be an attractive space for investors for many years.
This is an updated version of an article originally published by the Investing News Network in 2017.
Don't forget to follow us @INN_Technology for real-time news updates!
Securities Disclosure: I, Melissa Pistilli, hold no direct investment interest in any company mentioned in this article.
Maxar Technologies (NYSE:MAXR) (TSX:MAXR) ("Maxar" or the "Company"), a provider of comprehensive space solutions and secure, precise, geospatial intelligence, today announced financial results for the quarter ended September 30, 2022.
Key points from the quarter include:
"We made good progress in our business during the quarter. In Earth Intelligence, we continue to gain wider traction with the investments we've been making, especially in our 3D and platform capabilities, and are looking forward to the enhanced capacity coming online soon from the WorldView Legion satellites," said Dan Jablonsky, President and Chief Executive Officer. "The Space Infrastructure segment performed well this quarter, generating solid margin expansion and program execution; and continues to be well positioned for wins across national defense, commercial and civil missions."
"We generated positive free cash flow in the quarter and book-to-bill now stands at 1.8x on a year-to-date basis, driven by solid awards at both Earth Intelligence and Space Infrastructure," said Biggs, Porter, Chief Financial Officer. "With Legion nearing launch, our existing backlog and the growth we expect from our diverse and expanding product offerings, we remain committed to substantial growth in earnings and free cash flow next year and over the long term. We are maintaining our prior targets for 2023, having only adjusted them for our recent refinancing activity."
Total revenues remained relatively flat and were $436 million for the three months ended September 30, 2022, compared to $437 million for the same period of 2021.
For the three months ended September 30, 2022, our net loss was $4 million compared to net income of $14 million for the same period of 2021. The decrease in net income was primarily due to an increase in selling, general and administrative costs of $21 million, an increase in other expenses of $14 million, an increase in interest expense of $5 million and an increase in income tax expense of $5 million. This decrease was partially offset by a decrease in product costs of $19 million within our Space Infrastructure segment and a decrease in depreciation and amortization of $10 million for the three months ended September 30, 2022, compared to the same period of 2021.
For the three months ended September 30, 2022, Adjusted EBITDA was $110 million and Adjusted EBITDA margin was 25.2%. This is compared to Adjusted EBITDA of $113 million and Adjusted EBITDA margin of 25.9 % for the same period of 2021. The decrease was primarily driven by lower Adjusted EBITDA from our Earth Intelligence segment and an increase in corporate and other expenses. The decrease was partially offset by an increase in Adjusted EBITDA from our Space Infrastructure segment. The increase in corporate and other expenses was primarily driven by a $5 million foreign exchange loss for the three months ended September 30, 2022, compared to a $1 million foreign exchange loss for the same period of 2021.
We had total order backlog of $2,955 million as of September 30, 2022 compared to $1,893 million as of December 31, 2021. The increase in backlog was primarily driven by an increase in the Earth Intelligence segment partially offset by a decrease in the Space Infrastructure segment. Our unfunded contract options totaled $2,130 million and $650 million as of September 30, 2022 and December 31, 2021, respectively. Unfunded contract options represent estimated amounts of revenue to be earned in the future from negotiated contracts with unexercised contract options and indefinite delivery/indefinite quantity contracts. Unfunded contract options as of September 30, 2022 were primarily comprised of option years in the EOCL Contract (for the periods June 15, 2027 through June 14, 2032) and other U.S. government contracts. Unfunded contract options as of December 31, 2021 were primarily comprised of the option year in the EnhancedView Contract (September 1, 2022 through July 12, 2023) and other U.S. government contracts. On May 25, 2022, we were awarded the EOCL Contract by the NRO, which is a 10-year contract worth up to $3.24 billion, inclusive of a firm 5-year base contract commitment worth $1.5 billion and options worth up to $1.74 billion. The EOCL Contract transitioned the imagery acquisition requirements previously addressed by the EnhancedView Contract and, with this award, replaces the scope of the EnhancedView Contract with respect to such requirements.
Financial Highlights
In addition to results reported in accordance with U.S. GAAP, we use certain non-GAAP financial measures as supplemental indicators of its financial and operating performance. These non-GAAP financial measures include EBITDA, Adjusted EBITDA and Adjusted EBITDA margin . We believe these supplementary financial measures reflect our ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in its business.
Three Months Ended
Nine Months Ended
September 30,
September 30,
2022
2021
2022
2021
($ millions, except per share amounts)
Revenues
$
436
$
437
$
1,279
$
1,302
Net (loss) income
$
(4
)
$
14
$
(41
)
$
(25
)
EBITDA 1
94
112
291
311
Total Adjusted EBITDA 1
110
113
313
312
Net (loss) income per common share:
Basic
$
(0.05
)
$
0.19
$
(0.56
)
$
(0.36
)
Diluted
$
(0.05
)
$
0.19
$
(0.56
)
$
(0.36
)
Weighted average number of common shares outstanding (millions) :
Basic
74.3
72.6
73.8
69.9
Diluted
74.3
74.7
73.8
69.9
1 This is a non-GAAP financial measure. Refer to section "Non-GAAP Financial Measures" in this earnings release.
Revenues by segment were as follows:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2022
2021
2022
2021
($ millions)
Revenues:
Earth Intelligence
$
275
$
271
$
810
$
804
Space Infrastructure
186
180
549
541
Intersegment eliminations
(25
)
(14
)
(80
)
(43
)
Total revenues
$
436
$
437
$
1,279
$
1,302
We analyze financial performance by segment, which combine related activities within the Company.
Three Months Ended
Nine Months Ended
September 30,
September 30,
($ millions)
2022
2021
2022
2021
Adjusted EBITDA:
Earth Intelligence
$
115
$
124
$
343
$
362
Space Infrastructure
33
14
71
29
Intersegment eliminations
(10
)
(5
)
(28
)
(17
)
Corporate and other expenses
(28
)
(20
)
(73
)
(62
)
Total Adjusted EBITDA 1
$
110
$
113
$
313
$
312
1 This is a non-GAAP financial measure. Refer to section "Non-GAAP Financial Measures" in this earnings release.
Earth Intelligence
Three Months Ended
Nine Months Ended
September 30,
September 30,
2022
2021
2022
2021
($ millions)
Revenues
$
275
$
271
$
810
$
804
Adjusted EBITDA
$
115
$
124
$
343
$
362
Adjusted EBITDA margin (as a % of total revenues)
41.8
%
45.8
%
42.3
%
45.0
%
Revenues from the Earth Intelligence segment increased to $275 million from $271 million, or by $4 million, for the three months ended September 30, 2022, compared to the same period in 2021. The increase was primarily driven by a $15 million increase in revenues from the U.S. government, including $11 million from crisis support services, and a $3 million increase in revenues from international defense and intelligence customers. These increases in revenues were partially offset by a $14 million decrease in revenues from commercial programs primarily driven by revenue recognized from a significant commercial contract in the third quarter of 2021.
Adjusted EBITDA decreased to $115 million from $124 million, or by $9 million, for the three months ended September 30, 2022, compared to the same period of 2021. The decrease was primarily driven by increased spending, including on marketing and sales costs of $5 million, IT costs of $4 million, our ERP project of $3 million and other selling, general and administrative costs partially offset by higher revenues.
Space Infrastructure
Three Months Ended
Nine Months Ended
September 30,
September 30,
2022
2021
2022
2021
($ millions)
Revenues
$
186
$
180
$
549
$
541
Adjusted EBITDA
$
33
$
14
$
71
$
29
Adjusted EBITDA margin (as a % of total revenues)
17.7
%
7.8
%
12.9
%
5.4
%
Revenues from the Space Infrastructure segment increased to $186 million from $180 million, or by $6 million, for the three months ended September 30, 2022, compared to the same period of 2021. Revenues for the three months ended increased primarily as a result of a $4 million increase in revenues from U.S. government contracts and a $2 million increase in revenues from recurring commercial programs.
Adjusted EBITDA in the Space Infrastructure segment increased to $33 million from $14 million, or by $19 million, for the three months ended September 30, 2022, compared to the same period of 2021. The increase was primarily due to higher margins driven by reduced risks on certain programs nearing completion for the three months ended September 30, 2022, compared to the same period of 2021.
Corporate and other expenses
Corporate and other expenses include items such as corporate office costs, regulatory costs, executive and director compensation, foreign exchange gains and losses, retention costs and fees for legal and consulting services.
Corporate and other expenses increased to $28 million from $20 million, or by $8 million, for the three months ended September 30, 2022, compared to the same period in 2021. The increase was primarily driven by a $5 million foreign exchange loss for the three months ended September 30, 2022, compared to a $1 million foreign exchange loss for the same period in 2021. The increase was also driven by a $3 million increase in selling, general and administrative costs.
Intersegment eliminations
Intersegment eliminations are related to projects between our segments, including the construction of our WorldView Legion satellites. Intersegment eliminations increased to $10 million from $5 million, or by $5 million, for the three months ended September 30, 2022, compared to the same period in 2021, primarily related to an increase in intersegment satellite construction activity.
MAXAR TECHNOLOGIES INC.
Unaudited Condensed Consolidated Statements of Operations
(In millions, except per share amounts)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2022
2021
2022
2021
Revenues:
Product
$
161
$
166
$
469
$
498
Service
275
271
810
804
Total revenues
436
437
1,279
1,302
Costs and expenses:
Product costs, excluding depreciation and amortization
125
144
380
448
Service costs, excluding depreciation and amortization
95
93
280
286
Selling, general and administrative
110
89
320
261
Depreciation and amortization
64
74
199
221
Gain on sale of assets
(1
)
—
(1
)
—
Operating income
43
37
101
86
Interest expense, net
30
25
129
127
Other expense (income), net
12
(2
)
7
(6
)
Income (loss) before taxes
1
14
(35
)
(35
)
Income tax expense (benefit)
5
—
6
(10
)
Net (loss) income
$
(4
)
$
14
$
(41
)
$
(25
)
Net (loss) income per common share:
Basic
$
(0.05
)
$
0.19
$
(0.56
)
$
(0.36
)
Diluted
$
(0.05
)
$
0.19
$
(0.56
)
$
(0.36
)
MAXAR TECHNOLOGIES INC.
Unaudited Condensed Consolidated Balance Sheets
(In millions, except per share amounts)
September 30,
December 31,
2022
2021
Assets
Current assets:
Cash and cash equivalents
$
28
$
47
Trade and other receivables, net
399
355
Inventory, net
39
39
Advances to suppliers
27
31
Prepaid assets
32
35
Other current assets
64
22
Total current assets
589
529
Non-current assets:
Orbital receivables, net
348
368
Property, plant and equipment, net
1,036
940
Intangible assets, net
712
787
Non-current operating lease assets
136
145
Goodwill
1,627
1,627
Other non-current assets
109
102
Total assets
$
4,557
$
4,498
Liabilities and stockholders' equity
Current liabilities:
Accounts payable
$
91
$
75
Accrued liabilities
73
43
Accrued compensation and benefits
65
111
Contract liabilities
245
289
Current portion of long-term debt
22
24
Current operating lease liabilities
33
42
Other current liabilities
70
38
Total current liabilities
599
622
Non-current liabilities:
Pension and other postretirement benefits
125
134
Operating lease liabilities
136
138
Long-term debt
2,172
2,062
Other non-current liabilities
64
79
Total liabilities
3,096
3,035
Commitments and contingencies
Stockholders' equity:
Common stock ($0.0001 par value, 240 million common shares authorized; 74.3 million and 72.7 million issued and outstanding at September 30, 2022 and December 31, 2021, respectively)
—
—
Additional paid-in capital
2,256
2,235
Accumulated deficit
(763
)
(720
)
Accumulated other comprehensive loss
(32
)
(53
)
Total Maxar stockholders' equity
1,461
1,462
Noncontrolling interest
—
1
Total stockholders' equity
1,461
1,463
Total liabilities and stockholders' equity
$
4,557
$
4,498
MAXAR TECHNOLOGIES INC.
Unaudited Condensed Consolidated Statements of Cash Flows
(In millions)
Nine Months Ended
September 30,
2022
2021
Cash flows provided by (used in):
Operating activities:
Net loss
$
(41
)
$
(25
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization
199
221
Stock-based compensation expense
35
31
Amortization of debt issuance costs and other non-cash interest expense
12
11
Loss from early extinguishment of debt
53
41
Cumulative adjustment to SXM-7 revenue
—
30
Deferred income tax expense
1
2
Other
11
(3
)
Changes in operating assets and liabilities:
Trade and other receivables, net
(31
)
(33
)
Accounts payable and liabilities
5
(57
)
Contract liabilities
(44
)
(20
)
Other
(9
)
(12
)
Cash provided by operating activities – continuing operations
191
186
Cash used in operating activities – discontinued operations
—
(1
)
Cash provided by operating activities
191
185
Investing activities:
Purchase of property, plant and equipment and development or purchase of software
(226
)
(156
)
Acquisition of investment
(2
)
—
Cash used in investing activities – continuing operations
(228
)
(156
)
Financing activities:
Cash paid to extinguish existing Term Loan B
(1,341
)
—
Proceeds from amendment of Term Loan B, net of discount
1,329
—
Repurchase of 9.75% 2023 Notes, including premium
(537
)
(384
)
Proceeds from issuance of 7.75% 2027 Notes
500
—
Net proceeds from Revolving Credit Facility
125
—
Debt issuance costs paid
(27
)
—
Settlement of securitization liability
(10
)
(9
)
Repayments of long-term debt
(12
)
(7
)
Net proceeds from issuance of common stock
—
380
Other
(10
)
(4
)
Cash provided by (used in) financing activities – continuing operations
17
(24
)
(Decrease) increase in cash, cash equivalents, and restricted cash
(20
)
5
Effect of foreign exchange on cash, cash equivalents, and restricted cash
—
—
Cash, cash equivalents, and restricted cash, beginning of year
48
31
Cash, cash equivalents, and restricted cash, end of period
$
28
$
36
Reconciliation of cash flow information:
Cash and cash equivalents
$
28
$
36
Restricted cash included in prepaid and other current assets
—
—
Total cash, cash equivalents, and restricted cash
$
28
$
36
NON-GAAP FINANCIAL MEASURES
In addition to results reported in accordance with U.S. GAAP, we use certain non-GAAP financial measures as supplemental indicators of our financial and operating performance. These non-GAAP financial measures include EBITDA, Adjusted EBITDA and Adjusted EBITDA margin.
We define EBITDA as earnings before interest, taxes, depreciation and amortization, Adjusted EBITDA as EBITDA adjusted for certain items affecting the comparability of our ongoing operating results as specified in the calculation and Adjusted EBITDA margin as Adjusted EBITDA divided by revenue. Certain items affecting the comparability of our ongoing operating results between periods include restructuring, impairments, insurance recoveries, gain (loss) on sale of assets, (gain) loss on orbital receivables allowance, offset obligation fulfillment and transaction and integration related expense. Transaction and integration related expense includes costs associated with de-leveraging activities, acquisitions and dispositions and the integration of acquisitions. Management believes that exclusion of these items assists in providing a more complete understanding of our underlying results and trends, and management uses these measures along with the corresponding U.S. GAAP financial measures to manage our business, evaluate our performance compared to prior periods and the marketplace, and to establish operational goals. Adjusted EBITDA is a measure being used as a key element of our incentive compensation plan. Our Syndicated Credit Facility also uses Adjusted EBITDA in the determination of our debt leverage covenant ratio. The definition of Adjusted EBITDA in the Syndicated Credit Facility includes a more comprehensive set of adjustments that may result in a different calculation therein.
We believe that these non-GAAP measures, when read in conjunction with our U.S. GAAP results, provide useful information to investors by facilitating the comparability of our ongoing operating results over the periods presented, the ability to identify trends in our underlying business, and the comparison of our operating results against analyst financial models and operating results of other public companies.
EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are not recognized terms under U.S. GAAP and may not be defined similarly by other companies. EBITDA and Adjusted EBITDA should not be considered alternatives to net (loss) income as indications of financial performance or as alternate to cash flows from operations as measures of liquidity. EBITDA and Adjusted EBITDA have limitations as an analytical tool and should not be considered in isolation or as a substitute for our results reported under U.S. GAAP. The table below reconciles our net income to EBITDA and Total Adjusted EBITDA and presents Total Adjusted EBITDA margin for the three and nine months ended September 30, 2022 and 2021.
Three Months Ended
Nine Months Ended
September 30,
September 30,
2022
2021
2022
2021
($ millions)
Net (loss) income
$
(4
)
$
14
$
(41
)
$
(25
)
Income tax expense (benefit)
5
—
6
(10
)
Interest expense, net
30
25
129
127
Interest income
(1
)
(1
)
(2
)
(2
)
Depreciation and amortization
64
74
199
221
EBITDA
$
94
$
112
$
291
$
311
Restructuring
5
—
10
—
Transaction and integration related expense
—
1
1
1
Gain on sale of asset
(1
)
—
(1
)
—
Offset obligation fulfillment
12
—
12
—
Total Adjusted EBITDA
$
110
$
113
$
313
$
312
Adjusted EBITDA:
Earth Intelligence
115
124
343
362
Space Infrastructure
33
14
71
29
Intersegment eliminations
(10
)
(5
)
(28
)
(17
)
Corporate and other expenses
(28
)
(20
)
(73
)
(62
)
Total Adjusted EBITDA
$
110
$
113
$
313
$
312
Net (loss) income margin
(0.9
)
%
3.2
%
(3.2
)
%
(1.9
)
%
Total Adjusted EBITDA margin
25.2
%
25.9
%
24.5
%
24.0
%
Cautionary Note Regarding Forward-Looking Statements
This release contains "forward-looking statements" as defined in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements usually relate to future events and include statements regarding, among other things, our anticipated revenues, cash flows or other aspects of our operations or operating results. Forward-looking statements are often identified by the words "believe," "expect," "anticipate," "plan," "intend," "foresee," "should," "would," "could," "may," "estimate," "outlook" and similar expressions, including the negative thereof.
These forward-looking statements are based on management's current expectations and assumptions based on information currently known to us and our projections of the future, about which we cannot be certain. Forward-looking statements are subject to various risks and uncertainties which could cause actual results to differ materially from the anticipated results or expectations expressed in this press release. As a result, although we believe we have a reasonable basis for each forward-looking statement contained in this press release, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be accurate. Risks and uncertainties that could cause actual results to differ materially from current expectations include: risks related to the conflict in Ukraine or related geopolitical tensions; our ability to generate a sustainable order rate for our satellite and space manufacturing operations within our Space Infrastructure segment, including our ability to develop new technologies to meet the needs of existing or potential customers; risks related to our business with various governmental entities, which is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities; our ability to meet our contractual requirements and the risk that our products contain defects or fail to operate in the expected manner; the risk of any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations; the ability of our satellites to operate as intended and risks related to launch delays, launch failures or damage or destruction to our satellites during launch; risks related to the interruption or failure of our infrastructure or national infrastructure; the COVID-19 pandemic and its impact on our business operations, financial performance, results of operations and stock price; and the risk factors set forth in Part II, Item 1A, "Risk Factors" in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 and filed with the Securities and Exchange Commission (the "SEC") on August 9, 2022, as such risks and uncertainties may be updated or superseded from time to time by subsequent reports we file with the SEC.
The forward-looking statements contained in this press release speak only as of the date hereof are expressly qualified in their entirety by the foregoing risks and uncertainties. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, prospects, financial condition, results of operations and cash flows. The Company undertakes no obligation to publicly update or revise any of its forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.
Unless stated otherwise or the context otherwise requires, references to the terms "Company," "Maxar," "we," "us," and "our" to refer collectively to Maxar Technologies Inc. and its consolidated subsidiaries.
Investor/Analyst Conference Call
Maxar President and Chief Executive Officer, Dan Jablonsky, and Executive Vice President and Chief Financial Officer, Biggs Porter, will host an earnings conference call Thursday, November 3, 2022, reviewing the third quarter results, followed by a question and answer session. The call is scheduled to begin promptly at 3:00 p.m. MT (5:00 p.m. ET).
Investors and participants must register for the call in advance by visiting:
https://conferencingportals.com/event/poKRyurD
After registering, participants will receive dial-in information, a passcode, and registrant ID. At the time of the call, participants must dial in using the numbers in the confirmation email and enter their passcode and ID.
The Conference Call will be webcast live and then archived at:
http://investor.maxar.com/events-and-presentations/default.aspx
A replay of the conference call will also be available from Thursday, November 3, 2022 at 6:00 p.m. MT (8:00 p.m. ET) to Thursday, November 17, 2022 at 9:59 p.m. MT (11:59 p.m. ET) at the following numbers:
Toll free North America: 1-800-770-2030
International Dial-In: 1-647-362-9199
Passcode: 81317#
About Maxar
Maxar Technologies (NYSE:MAXR) (TSX:MAXR) is a provider of comprehensive space solutions and secure, precise, geospatial intelligence. We help government and commercial customers monitor, understand and navigate our changing planet; deliver global broadband communications; and explore and advance the use of space. Our approach combines decades of deep mission understanding and a proven commercial and defense foundation to deploy solutions and deliver insights with speed, scale and cost-effectiveness. Maxar's 4,400 team members in over 20 global locations are inspired to harness the potential of space to help our customers create a better world. Maxar's stock trades on the New York Stock Exchange and Toronto Stock Exchange under the symbol "MAXR". For more information, visit www.maxar.com .
View source version on businesswire.com: https://www.businesswire.com/news/home/20221103006220/en/
Jonny Bell | Investor Relations | 1-303-684-5543 | jonny.bell@maxar.com
Fernando Vivanco | Media Relations | 1-720-877-5220 | fernando.vivanco@maxar.com
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