UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as specified in its charter)
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N/A
(Former name or address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 | Regulation FD Disclosure |
On March 11, 2020, Maxar Technologies Inc. (“Company”) posted supplemental information on its corporate website for the fourth quarter ended December 31, 2019. The supplemental information contains key information about the Company. The supplemental information is attached hereto as Exhibit 99.1 and can be found on our website at investor.maxar.com/financial-reports under the section titled Financial Table.
The information set forth in this Item 7.01 shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
| Description |
99.1 | Supplemental information for the fourth quarter December 31, 2019. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: March 11, 2020 | Maxar Technologies Inc. | |
By: | /s/ Biggs C. Porter | |
Name: Biggs C. Porter | ||
Title: Executive Vice President, Chief Financial Officer |
Exhibit 99.1
MAXAR TECHNOLOGIES INC.
SUPPLEMENTAL FINANCIAL INFORMATION
During the fourth quarter of 2019, following a number of changes, the chief operating decision maker (“CODM”) changed the way in which he assesses performance and allocates resources. As a result, the Company has revised its reportable segments to reflect how the CODM currently reviews financial information and makes operating decisions. The Company’s operating and reportable segments are: Earth Intelligence, Space Infrastructure and MDA. With the Company’s announcement of the MDA Transaction on December 30, 2019 the MDA segment has been classified within Income (loss) from discontinued operations, net of tax in the Consolidated Statements of Operations. All prior-period amounts have been adjusted to reflect the reportable segment change.
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 and Adjusted EBITDA.
We define EBITDA as earnings before interest, taxes, depreciation and amortization, and Adjusted EBITDA as EBITDA adjusted for certain items affecting comparability as specified in the calculation. Certain items affecting comparability include restructuring, impairments, satellite insurance recovery, gain on sale of assets, CEO severance 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. The 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.
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.
QUARTERLY FINANCIAL DATA
The table below reconciles our net (loss) income to EBITDA and Adjusted EBITDA for the quarters of 2019 and the year ended December 31, 2019:
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Q1 |
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Q2 |
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Q3 |
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Q4 |
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YTD |
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2019 |
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2019 |
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2019 |
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2019 |
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2019 |
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Net (loss) income |
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(57) |
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148 |
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(25) |
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43 |
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109 |
Income tax expense (benefit) |
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1 |
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1 |
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1 |
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2 |
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5 |
Interest expense, net |
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49 |
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49 |
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50 |
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71 |
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219 |
Interest income |
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- |
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- |
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- |
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(2) |
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(2) |
Depreciation and amortization |
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95 |
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96 |
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93 |
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92 |
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376 |
EBITDA |
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$ |
88 |
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$ |
294 |
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$ |
119 |
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$ |
206 |
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$ |
707 |
(Income) loss from discontinued operations |
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(11) |
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(9) |
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(16) |
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10 |
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(26) |
Restructuring |
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11 |
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4 |
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(1) |
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4 |
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18 |
Transaction and integration related expense |
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5 |
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2 |
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7 |
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2 |
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16 |
Impairment losses, including inventory |
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3 |
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- |
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- |
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14 |
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17 |
Satellite insurance recovery |
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- |
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(183) |
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- |
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- |
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(183) |
Gain on sale of assets |
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- |
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- |
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- |
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(136) |
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(136) |
CEO severance |
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3 |
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- |
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- |
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- |
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3 |
Adjusted EBITDA: |
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$ |
99 |
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$ |
108 |
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$ |
109 |
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$ |
100 |
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$ |
416 |
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Adjusted EBITDA: |
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Earth Intelligence |
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125 |
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124 |
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145 |
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154 |
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548 |
Space Infrastructure |
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(2) |
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7 |
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(3) |
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(19) |
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(17) |
Intersegment eliminations |
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(4) |
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(4) |
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(12) |
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(9) |
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(29) |
Corporate and other unallocated expenses |
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(20) |
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(19) |
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(21) |
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(26) |
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(86) |
Adjusted EBITDA |
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$ |
99 |
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$ |
108 |
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$ |
109 |
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$ |
100 |
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$ |
416 |
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Revenues |
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Earth Intelligence |
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$ |
254 |
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$ |
263 |
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$ |
282 |
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$ |
286 |
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$ |
1,085 |
Space Infrastructure |
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210 |
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181 |
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162 |
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153 |
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706 |
Intersegment eliminations |
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(33) |
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(32) |
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(31) |
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(29) |
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(125) |
Total revenues |
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$ |
431 |
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$ |
412 |
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$ |
413 |
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$ |
410 |
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$ |
1,666 |
Document and Entity Information |
Mar. 11, 2020 |
---|---|
Document Type | 8-K |
Document Period End Date | Mar. 11, 2020 |
Entity File Number | 001-38228 |
Entity Registrant Name | MAXAR TECHNOLOGIES INC. |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 83-2809420 |
Entity Address, Address Line One | 1300 W. 120th Avenue |
Entity Address, City or Town | Westminster |
Entity Address, State or Province | CO |
Entity Address, Postal Zip Code | 80234 |
City Area Code | 303 |
Local Phone Number | 684-7660 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001121142 |
Amendment Flag | false |
Common stock | |
Title of 12(b) Security | Common stock, at $0.0001 par value |
Trading Symbol | MAXR |
Security Exchange Name | NYSE |
Series A Junior Participating Preferred Stock | |
Title of 12(b) Security | Preferred Stock Purchase Right |
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