UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 Commission File Number 001-33015
 GeoEye, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    20-2759725(State of other jurisdiction of 
Incorporation or organization)
    
    (IRS Employer Identification Number)21700 Atlantic Blvd
    
    20166Dulles, VA
    
    (Zip Code)(Address of principal executive office)
 Registrants telephone number, including area code:
(703) 480-7500
Securities Registered Pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, Par Value $0.01
    
    The NASDAQ Global Market
 Securities Registered Pursuant to Section 12(g) of the Act:
None
 o þ
 o þ
 þ o
 o þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
 o þ
  þ o
  DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE
 Restatement
         Increase (Decrease) by Periods (In thousands, except per share information)
 Net Income
    
    Diluted EPSAdjustment
    
    AdjustmentAdjustment to Net EarningsYear Ended December 31, 2007
    
    $
    (11,648
    )
    
    $
    (0.59
    )Year Ended December 31, 2006
    
    
    (19,677
    )
    
    
    (1.08
    )Year Ended December 31, 2005
    
    $
    9,852
    
    
    $
    0.61
 Consolidated Statement of Operations
 As PreviouslyReported
    
    Adjustments
    
    As RestatedFor the Year Ended December 31, 2007Direct expenses
    
    $
    76,645
    
    
    $
    (2,981
    )
    
    $
    73,664Gross profit
    
    
    107,119
    
    
    
    2,981
    
    
    
    110,100Earnings from operations
    
    
    77,325
    
    
    
    2,981
    
    
    
    80,306Earnings before provision for income taxes
    
    
    69,981
    
    
    
    2,981
    
    
    
    72,962Provision for income taxes
    
    
    27,587
    
    
    
    14,629
    
    
    
    42,216Net earnings
    
    
    42,394
    
    
    
    (11,648
    )
    
    
    30,746Earnings per common share  basic
    
    
    2.41
    
    
    
    (0.66
    )
    
    
    1.75Earnings per common share  diluted
    
    $
    2.14
    
    
    $
    (0.59
    )
    
    $
    1.55
 As PreviouslyReported
    
    Adjustments
    
    As RestatedFor the Year Ended December 31, 2006Provision for income taxes
    
    $
    714
    
    
    $
    19,677
    
    
    $
    20,391Net earnings
    
    
    23,406
    
    
    
    (19,677
    )
    
    
    3,729Earnings per common share  basic
    
    
    1.34
    
    
    
    (1.13
    )
    
    
    0.21Earnings per common share  diluted
    
    $
    1.28
    
    
    $
    (1.08
    )
    
    $
    0.20
 2




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##### 



As PreviouslyReported
    
    Adjustments
    
    As AdjustedFor the Year Ended December 31, 2005Provision for income taxes
    
    $
    
    
    
    $
    (9,852
    )
    
    $
    (9,852
    )Net earnings/(loss)
    
    
    (24,255
    )
    
    
    9,852
    
    
    
    (14,403
    )(Loss) per common share  basic
    
    
    (1.50
    )
    
    
    0.61
    
    
    
    (0.89
    )(Loss) per common share  diluted
    
    $
    (1.50
    )
    
    $
    0.61
    
    
    $
    (0.89
    )
 Consolidated Balance Sheet
 As PreviouslyReported
    
    Adjustments
    
    As RestatedAs of December 31, 2007Deferred tax asset
    
    $
    
    
    
    $
    78,721
    
    
    $
    78,721Other non-current assets
    
    
    20,329
    
    
    
    (3,676
    )
    
    
    16,653Total assets
    
    
    789,954
    
    
    
    75,045
    
    
    
    864,999Accounts payable and accrued expenses
    
    
    20,665
    
    
    
    (2,981
    )
    
    
    17,684Current income taxes payable
    
    
    
    
    
    
    32,911
    
    
    
    32,911Other current liabilities
    
    
    28,960
    
    
    
    (28,960
    )
    
    
    Total current liabilities
    
    
    132,383
    
    
    
    970
    
    
    
    133,353Non-current income tax reserve
    
    
    
    
    
    
    93,081
    
    
    
    93,081Long term debt
    
    
    246,788
    
    
    
    1
    
    
    
    246,789Total liabilities
    
    
    573,031
    
    
    
    94,052
    
    
    
    667,083Retained earnings (accumulated deficit)
    
    
    16,806
    
    
    
    (19,007
    )
    
    
    (2,201
    )Total stockholders equity
    
    
    216,923
    
    
    
    (19,007
    )
    
    
    197,916Total liabilities and stockholders equity
    
    $
    789,954
    
    
    $
    75,045
    
    
    $
    864,999
 As PreviouslyReported
    
    Adjustments
    
    As RestatedAs of December 31, 2006Deferred tax asset
    
    $
    
    
    
    $
    68,450
    
    
    $
    68,450Total assets
    
    
    691,817
    
    
    
    68,450
    
    
    
    760,267Current income taxes payable
    
    
    
    
    
    
    1,064
    
    
    
    1,064Other current liabilities
    
    
    1,989
    
    
    
    (714
    )
    
    
    1,275Total current liabilities
    
    
    95,780
    
    
    
    349
    
    
    
    96,129Non-current income tax reserve
    
    
    
    
    
    
    75,460
    
    
    
    75,460Total liabilities
    
    
    528,699
    
    
    
    75,809
    
    
    
    604,508Accumulated deficit
    
    
    (25,588
    )
    
    
    (7,359
    )
    
    
    (32,947
    )Total stockholders equity
    
    
    163,118
    
    
    
    (7,359
    )
    
    
    155,759Total liabilities and stockholders equity
    
    $
    691,817
    
    
    $
    68,450
    
    
    $
    760,267
  
    
    Item 6. Selected Financial Data
    
    Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    Item 8. Financial Statements and Supplementary Data
    
    Item 9A. Controls and Procedures.
    
    Item 15. Exhibits 23.1, 31.1, 31.2, 32.1, 32.2.
  3




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##### 



TABLE OF CONTENTS
 Item
    
    
    
    PageItem 1
    
    Business
    
    
    5Item 1A
    
    Risk Factors
    
    
    17Item 1B
    
    Unresolved Staff Comments
    
    
    22Item 2
    
    Properties
    
    
    22Item 3
    
    Legal Proceedings
    
    
    22Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    
    22Item 5
    
    Market for the Registrants Common Equity and Related Stockholder Matters
    
    
    22Item 6
    
    Selected Financial Data
    
    
    24Item 7
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    25Item 7A
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    38Item 8
    
    Financial Statements and Supplementary Data
    
    
    39Item 9
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    74Item 9A
    
    Controls and Procedures
    
    
    74Item 9B
    
    Other Information
    
    
    78Item 10
    
    Directors, Executive Officers and Corporate Governance
    
    
    78Item 11
    
    Executive Compensation
    
    
    78Item 12
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    78Item 13
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    79Item 14
    
    Principal Accountant Fees and Services
    
    
    79Item 15
    
    Exhibits and Financial Statement Schedules
    
    
    79
  4




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##### 



PART I
 
 Item 1. Business.
 Overview
       5




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##### 



Available Information
 www.geoeye.com. Investor Relations Investor Relations Corporate Governance
 www.sec.gov
 Company History
      6




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##### 



Corporate Structure
     The NextView Program
   7




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##### 



Remote Imagery Industry
    8




---



##### 



Products and Services
    9




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##### 



Satellite and Ground System Operations
  
    
    Two advanced-technology low-Earth orbit, imaging satellites carrying sophisticated
sensors that collect specific types of land and ocean data and another in the final testing
phases that will be the most advanced collection satellite commercially available;
    
    a central U.S.-based ground system that controls the satellites and that receives,
processes and archives their imagery, and includes electronic cataloging and distribution
capabilities;
    
    satellite image processing facilities that provide advanced image processing products,
software, engineering analysis and related services; and
    
    international regional distributor satellite receiving and distribution centers with
direct downlinking capabilities.
  IKONOS
    
    OrbView-2
    
    GeoEye-1Principal Applications
    
    National Security,
Mapping, Oil and
Gas, Agriculture,
Land Use, Land
Planning
    
    Weather, Fishing,
Agricultural, Scientific
Research
    
    National Security,
Mapping, Oil and
Gas, Agriculture,
Land Use, Land
PlanningBest Ground Resolution
    
    0.82 m
Panchromatic, 3.2 m
Multispectral
    
    1 km to 4 km Multispectral
    
    0.41 m
Panchromatic, 1.65
m MultispectralScene Width
    
    11 km
    
    2,800 km
    
    15.2 kmImage Area (or Swath)
    
    121 km(2)
    
    N.A.
    
    225 km(2)On-Board Storage
    
    80 Gigabytes
    
    128 Megabytes
    
    1 TerrabyteRevisit Time
    
    3 Days
    
    1 Day
    
    3 DaysOrbital Altitude
    
    680 km
    
    705 km
    
    684 km
 IKONOS
  10




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##### 



OrbView-2
  GeoEye-1
  GeoEye-2
   OrbView-3
  11




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##### 



Ground Operations Centers and Image Processing Facilities
       Backlog
  12




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##### 



Competition
        Seasonality
  13




---



##### 



Employees
   Regulation
  United States Regulation
 General.
 DoC regulation.
   14




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##### 



FCC regulation.
      15




---



##### 



Export Controls and Security Clearance Regulation.
  Future Developments.
 International Regulation
  
    
    International Telecommunication Union (ITU) regulations, which define for each service
the technical operating parameters, including maximum transmitter power, maximum
interference to other services and users, and the minimum interference the user must operate
under for that service;
    
    the Intelsat and Inmarsat agreements, which require that operators of international
satellite systems demonstrate that they will not cause technical harm to Intelsat and
Inmarsat; and
    
    regulations of foreign countries that require satellite operators to secure appropriate
licenses and operational authority to use the required spectrum in each country.
    16




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##### 



Special Note Regarding Forward-Looking Statements
  
 Item 1A. Risk Factors.
 We depend on contracts with U.S. government agencies for a substantial portion of our revenues.
These government agencies can terminate their contracts at any time.
  We may not successfully compete in the remote imaging industry.
   17




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##### 



Governments may build and operate their own systems causing our potential market to shrink.
  We may encounter further program delays in connection with the construction and launch of
GeoEye-1.
  We cannot assure you that our satellites will operate as designed.
    18




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##### 



We cannot assure you that the market will accept our products and services.
   Foreign distributors and domestic value-added resellers may not expand commercial markets.
   Satellites have limited useful lives and are expensive to replace.
  Satellite
    
    Original Design LifeOrbView-2
    
    7 1/2 years (launched in August 1997)IKONOS
    
    7 years (launched in September 1999)GeoEye-1
    
    7 years (anticipated launch in 2008)
  19




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##### 



Our NextView imagery purchasing contract is a firm fixed-price contract which could subject us to
losses in the event that we have cost overruns.
  Our international business exposes us to risks relating to increased regulation and political or
economic instability in foreign markets.
  
    
    changes in domestic and foreign governmental regulations and licensing requirements
    
    deterioration of relations between the United States and a particular foreign country
    
    increases in tariffs and taxes and other trade barriers
    
    changes in political and economic stability, including fluctuations in the value of
foreign currencies, which may make payment in U.S. dollars, as provided for under our
existing contracts, more expensive for foreign customers
    
    difficulties in obtaining or enforcing judgments in foreign jurisdictions.These risks are beyond our control and could have a material adverse effect on our business.
 Limited insurance coverage and availability may prevent us from obtaining insurance to cover all
risks of loss.
   20




---



##### 



Failure to obtain or maintain regulatory approvals could result in service interruptions or could
impede us from executing our business plan.
 FCC Approvals.
  Other Domestic Approvals.
  International Registration and Approvals.
   21




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##### 



Item 1B. Unresolved Staff Comments.
  
 Item 2. Properties
  Location
    
    SQ FT
    
    Lease/Own
    
    Purpose
    
    Industry SegmentDulles, VA
    
    
    39,000
    
    
    Lease
    
    Satellite operations,
production facilities
and principal
executive offices
    
    Imagery; Production and Other ServicesThornton, CO
    
    
    57,352
    
    
    Own
    
    Satellite operations,
production facilities
and administrative
offices
    
    Imagery; Production and Other ServicesSt. Louis, MO
    
    
    16,200
    
    
    Lease
    
    Satellite operations
and production
services
    
    Production and Other ServicesMission, KS
    
    
    17,493
    
    
    Lease
    
    MJ Harden aerial
imagery and production
services
    
    Production and Other ServicesNorman, OK
    
    
    5,000
    
    
    Lease
    
    Ground station terminal
    
    ImageryFairmont, WV
    
    
    600
    
    
    Own
    
    Ground station terminal
    
    ImageryFairbanks, AK
    
    
    5,041
    
    
    Lease
    
    Ground station terminal
    
    ImageryPoint Barrow, AK
    
    
    620
    
    
    Lease
    
    Ground station terminal
    
    Imagery
 
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  PART II
 
 Item 5. Market for Registrants Common Equity and Related Stockholder Matters.
  Market Prices (Low High)
    
    Market Prices (Low High)Quarter
    
    2007
    
    2006First
    
    $
    15.89-$19.98
    
    
    
    N/ASecond
    
    $
    17.50-$24.37
    
    
    
    N/AThird
    
    $
    17.00-$25.99
    
    
    $
    14.93-$16.10Fourth
    
    $
    24.50-$36.44
    
    
    $
    15.51-$22.00Year
    
    $
    15.89-$36.44
    
    
    $
    14.93-$22.00
 22




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##### 



Stock Performance Graph
  COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG GEOEYE, INC.,
NASDAQ MARKET INDEX AND A PEER GROUP
  
 1/13/04
    
    12/31/04
    
    12/31/05
    
    12/31/06
    
    12/31/07GeoEye, Inc.
    
    
    100.00
    
    
    
    91.36
    
    
    
    54.07
    
    
    
    95.56
    
    
    
    166.17Peer Group Index
    
    
    100.00
    
    
    
    106.93
    
    
    
    107.85
    
    
    
    123.75
    
    
    
    108.51NASDAQ Market Index
    
    
    100.00
    
    
    
    108.41
    
    
    
    110.79
    
    
    
    122.16
    
    
    
    134.29
  23




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##### 



Item 6. Selected Financial Data.
    Successor
    
    
    
    
    
    PredecessorCompany
    
    
    
    
    
    Company2007
    
    2006
    
    2005
    
    2004
    
    2003As restated
    
    As restated
    
    As restated
    

As
restatedUnauditedStatement of Operations Data:Revenues
    
    $
    183,764
    
    
    $
    151,168
    
    
    $
    40,702
    
    
    $
    31,020
    
    
    $
    9,219Direct expenses
    
    
    73,664
    
    
    
    82,837
    
    
    
    38,116
    
    
    
    33,754
    
    
    
    10,697Gross profit (loss)
    
    
    110,100
    
    
    
    68,331
    
    
    
    2,586
    
    
    
    (2,734
    )
    
    
    (1,478
    )Selling, general and administrative expenses
    
    
    29,794
    
    
    
    25,103
    
    
    
    12,341
    
    
    
    11,746
    
    
    
    4,744Asset losses and impairment charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,205Earnings (loss) from operations
    
    
    80,306
    
    
    
    43,228
    
    
    
    (9,755
    )
    
    
    (14,480
    )
    
    
    (24,427
    )Net gain on satellite insurance proceeds
    
    
    (3,010
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest expense, net(1)
    
    
    7,276
    
    
    
    21,744
    
    
    
    14,083
    
    
    
    10,259
    
    
    
    1,303Unrealized loss (gain) on derivative instrument
    
    
    3,078
    
    
    
    (2,636
    )
    
    
    (2,341
    )
    
    
    
    
    
    
    Loss from early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    2,758
    
    
    
    
    
    
    
    Reorganization items, net(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    110,019Earnings (loss) before provision for income taxes
    
    
    72,962
    
    
    
    24,120
    
    
    
    (24,255
    )
    
    
    (24,739
    )
    
    
    84,289Provision for income taxes
    
    
    42,216
    
    
    
    20,391
    
    
    
    (9,852
    )
    
    
    (2,466
    )
    
    
    Net earnings (loss)
    
    
    30,746
    
    
    
    3,729
    
    
    
    (14,403
    )
    
    
    (22,273
    )
    
    
    84,289Earnings (loss) per diluted share
    
    
    1.55
    
    
    
    0.20
    
    
    
    (0.89
    )
    
    
    (3.42
    )
    
    
    1.73Other Data:Cash flows from operating activities
    
    
    78,139
    
    
    
    120,771
    
    
    
    131,381
    
    
    
    27,500
    
    
    
    (2,987
    )Cash flows from investing activities
    
    
    (37,392
    )
    
    
    (157,396
    )
    
    
    (185,448
    )
    
    
    (3,530
    )
    
    
    (9,118
    )Cash flows from financing activities
    
    
    (6,107
    )
    
    
    9,805
    
    
    
    220,006
    
    
    
    22,190
    
    
    
    20,217Capital expenditures
    
    
    (67,365
    )
    
    
    (128,696
    )
    
    
    (177,607
    )
    
    
    (3,530
    )
    
    
    (21,402
    )Depreciation and amortization expense
    
    
    12,972
    
    
    
    28,347
    
    
    
    23,191
    
    
    
    21,923
    
    
    
    3,356Interest paid in kind(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,903
    
    
    
    1,403
 24




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##### 



Successor CompanyDecember 31,2007
    
    2006
    
    2005
    
    2004
    
    2003(In thousands)As restated
    
    As restated
    
    As restated
    
    As restatedUnauditedBalance sheet data:Cash and cash equivalents
    
    $
    234,324
    
    
    $
    199,684
    
    
    $
    226,504
    
    
    $
    60,565
    
    
    $
    14,405Total assets
    
    
    864,999
    
    
    
    760,267
    
    
    
    616,215
    
    
    
    258,641
    
    
    
    153,319Current liabilities
    
    
    133,353
    
    
    
    96,129
    
    
    
    44,893
    
    
    
    51,283
    
    
    
    5,394Long-term debt
    
    
    246,789
    
    
    
    246,075
    
    
    
    245,361
    
    
    
    85,018
    
    
    
    73,115Non-current income tax reserve
    
    
    93,081
    
    
    
    75,460
    
    
    
    42,914
    
    
    
    2,009
    
    
    
    Deferred revenue  NextView program(4)
    
    
    193,860
    
    
    
    184,481
    
    
    
    129,625
    
    
    
    24,491
    
    
    
    Stockholders equity
    
    
    197,916
    
    
    
    155,759
    
    
    
    149,215
    
    
    
    88,354
    
    
    
    74,810
 
 (1)
    
    Excludes contractual interest of $26,156 in 2003(2)
    
    Reorganization items include the following components: Predecessor CompanyYear EndedDecember 31, 2003Reorganization items:Gain on debt discharge
    
    $
    116,056Write off of unamortized debt issuance costs
    
    
    Professional fees
    
    
    (6,067
    )Interest earned on accumulated cash and cash equivalents during Chapter 11 proceedings
    
    
    30Total reorganization items
    
    $
    110,019
 
 (3)
    
    Interest expense paid in kind in 2004 consisted of interest on the
ORBIMAGE Senior Notes and the ORBIMAGE Senior Subordinated Notes, all
of which was paid in kind from the date of issuance until December 31,
2004. Interest expense paid in kind in 2003 consisted of interest on
debt incurred for the purchase of insurance coverage for the OrbView-3
satellite.(4)
    
    Represents cost share amounts received by NGA, which are deferred
until GeoEye-1 is placed into service and will then be recognized as
revenue on a straight-line basis over the imagery delivery term of the
program. 
 Item 7. Managements Discussion And Analysis of Financial Condition And Results Of Operations.
 The following discussion and analysis should be read in conjunction with Selected Historical
Consolidated Financial and Operating Data, and our audited and unaudited consolidated financial
statements and notes thereto appearing elsewhere in this Report.
 Restatement of Financial Statements
   25




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##### 



Overview
    NextView Program.
  26




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##### 



GeoEye-2 Satellite.
 Business Combinations and Investments.
  27




---



##### 



Organization Structure.
    Industry and Business Considerations
  28




---



##### 



Critical Accounting Policies
  Revenue Recognition and Contract Accounting.
 29




---



##### 



Receivables.
 Long-Lived Assets.
  30




---



##### 



Goodwill.
 Income Taxes.
 Results of Operations
 Revenues.
  Direct Expenses.
   Selling, General and Administrative Expenses.
 31




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##### 



Net Gain on Satellite Insurance Proceeds.
   Interest Expense, net.
   Loss from Early Extinguishment of Debt.
 Unrealized Gain on Derivative Instrument.
 32




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##### 



Provision
for Income Taxes
     Backlog.
 33




---



##### 



Quarterly Impact of Restatements
  Liquidity and Cash Flows
       34




---



##### 



35




---



##### 



36




---



##### 



Capital Structure and Resources
  Payments Due by PeriodLess Than
    
    
    
    
    
    
    
    
    
    
    AfterTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    5 Years(In thousands)Long-term debt
    
    $
    412,188
    
    
    $
    35,313
    
    
    $
    108,750
    
    
    $
    268,125
    
    
    
    Operating lease commitments
    
    
    7,177
    
    
    
    1,963
    
    
    
    4,675
    
    
    
    539
    
    
    
    Total contractual cash obligations(1)
    
    $
    419,365
    
    
    
    37,276
    
    
    
    113,425
    
    
    $
    268,664
    
    
    
    
 
 (1)
    
    Includes interest expense associated with the Companys long-term debt instrument.     Recent Accounting Pronouncements
   37




---



##### 



Item 7A. Quantitative and Qualitative Disclosure of Market Risk
  38




---



##### 



Item 8. Financial Statements and Supplementary Data
 GEOEYE, INC.
INDEX TO FINANCIAL STATEMENTS
 PageReport of Independent Registered Public Accounting Firm
    
    
    40Consolidated Statements of Operations  Years Ended December 31, 2007, 2006 and 2005
    
    
    41Consolidated Balance Sheets  December 31, 2007 and 2006
    
    
    42Consolidated Statements of Cash Flows  Years Ended December 31, 2007, 2006 and 2005
    
    
    43Consolidated Statements of Stockholders Equity  Years Ended December 31, 2007, 2006 and 2005
    
    
    44Notes to Consolidated Financial Statements
    
    
    45
 39




---



##### 



Report of Independent Registered Public Accounting Firm
 
      Internal Control  Integrated Framework
    40




---



##### 



GEOEYE, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Years Ended December 31,2007
    
    
    2006
    
    
    2005(In thousands, except share data)(As restated)
    
    
    (As restated)
    
    
    (As restated)Revenues
    
    $
    183,764
    
    
    $
    151,168
    
    
    $
    40,702Direct expenses
    
    
    73,664
    
    
    
    82,837
    
    
    
    38,116Gross profit
    
    
    110,100
    
    
    
    68,331
    
    
    
    2,586Selling, general and administrative expenses
    
    
    29,794
    
    
    
    25,103
    
    
    
    12,341Earnings (loss) from operations
    
    
    80,306
    
    
    
    43,228
    
    
    
    (9,755
    )Net gain on satellite insurance proceeds
    
    
    (3,010
    )
    
    
    
    
    
    
    Interest expense, net
    
    
    7,276
    
    
    
    21,744
    
    
    
    14,083Loss from early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    2,758Unrealized loss (gain) on derivative instrument
    
    
    3,078
    
    
    
    (2,636
    )
    
    
    (2,341
    )Earnings (loss) before provision for income taxes
    
    
    72,962
    
    
    
    24,120
    
    
    
    (24,255
    )Provision for income taxes
    
    
    42,216
    
    
    
    20,391
    
    
    
    (9,852
    )Net earnings (loss)
    
    $
    30,746
    
    
    $
    3,729
    
    
    $
    (14,403
    )Earnings (loss) per common share  basic
    
    $
    1.75
    
    
    $
    0.21
    
    
    $
    (0.89
    )Earnings (loss) per common share  diluted
    
    $
    1.55
    
    
    $
    0.20
    
    
    $
    (0.89
    )
  41




---



##### 



GEOEYE, INC.
 
 CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    December 31,2007
    
    
    2006(in thousands, except share data)(As restated)
    
    
    (As restated)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    234,324
    
    
    $
    199,684Receivables net of allowances of $738 and $610, respectively
    
    
    44,517
    
    
    
    21,208Other current assets
    
    
    6,419
    
    
    
    7,285Total current assets
    
    
    285,260
    
    
    
    228,177Property, plant and equipment, at cost, less accumulated
depreciation of $11,817 and $12,772, respectively
    
    
    88,418
    
    
    
    67,389Satellites and related rights, at cost, less accumulated
depreciation and amortization of $10,311 and $60,342,
respectively
    
    
    346,267
    
    
    
    328,677Goodwill
    
    
    32,612
    
    
    
    28,490Intangible assets
    
    
    17,068
    
    
    
    18,394Other non-current assets
    
    
    16,653
    
    
    
    20,690Deferred tax asset
    
    
    78,721
    
    
    
    68,450Total assets
    
    $
    864,999
    
    
    $
    760,267LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    17,684
    
    
    $
    20,768Amounts payable to subcontractors
    
    
    55,967
    
    
    
    32,721Accrued interest payable
    
    
    17,292
    
    
    
    17,358Current portion of long-term debt
    
    
    
    
    
    
    15,146Current portion of deferred revenue
    
    
    9,499
    
    
    
    7,797Income tax payable
    
    
    32,911
    
    
    
    1,064Other current liabilities
    
    
    
    
    
    
    1,275Total current liabilities
    
    
    133,353
    
    
    
    96,129Long-term debt
    
    
    246,789
    
    
    
    246,075Deferred revenue, net of current portion
    
    
    193,860
    
    
    
    184,481Non-current income tax reserve
    
    
    93,081
    
    
    
    75,460Other non-current liabilities
    
    
    
    
    
    
    2,363Total liabilities
    
    
    667,083
    
    
    
    604,508Commitments and contingenciesStockholders equity:Common stock, par value $0.01; 50,000,000 shares
authorized; 17,868,153 shares and 17,475,234 issued and
outstanding at December 31, 2007 and 2006, respectively
    
    
    179
    
    
    
    175Additional paid-in capital
    
    
    199,938
    
    
    
    188,531Accumulated deficit
    
    
    (2,201
    )
    
    
    (32,947
    )Total stockholders equity
    
    
    197,916
    
    
    
    155,759Total liabilities and stockholders equity
    
    $
    864,999
    
    
    $
    760,267
  42




---



##### 



GEOEYE INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Years Ended December 31,2007
    
    
    2006
    
    
    2005(In thousands)(As restated)
    
    
    (As restated)
    
    
    (As restated)Cash flows from operating activities:Net earnings (loss)
    
    $
    30,746
    
    
    $
    3,729
    
    
    $
    (14,403
    )Adjustments to reconcile net income to net cash provided by
(used in) operating activities:Depreciation and amortization
    
    
    12,972
    
    
    
    28,347
    
    
    
    23,191Amortization of intangible assets
    
    
    3,525
    
    
    
    3,652
    
    
    
    298Amortization of debt discount and issuance costs
    
    
    3,862
    
    
    
    9,606
    
    
    
    1,892Net gain on satellite insurance proceeds
    
    
    (3,010
    )
    
    
    
    
    
    
    Loss on disposal of fixed assets
    
    
    55
    
    
    
    
    
    
    
    Loss on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    2,758Unrealized loss (gain) on derivative instrument
    
    
    3,078
    
    
    
    (2,636
    )
    
    
    (2,341
    )Deferred income taxes
    
    
    (10,271
    )
    
    
    (22,532
    )
    
    
    (45,918
    )Stock based compensation
    
    
    2,075
    
    
    
    1,169
    
    
    
    1,424Changes in assets and liabilities, net of effect of acquisitions:Receivables  trade and other current assets
    
    
    (22,443
    )
    
    
    (2,142
    )
    
    
    4,802Other assets
    
    
    4,037
    
    
    
    1,019
    
    
    
    4,056Accounts payable and accrued expenses
    
    
    (3,149
    )
    
    
    40
    
    
    
    19,072Current liabilities
    
    
    178
    
    
    
    (6,134
    )
    
    
    Income taxes payable
    
    
    31,847
    
    
    
    5,841
    
    
    
    (9,860
    )Non-current liabilities
    
    
    (2,363
    )
    
    
    9,359
    
    
    
    Non-current income tax reserve
    
    
    17,621
    
    
    
    32,546
    
    
    
    42,914Deferred revenue
    
    
    9,379
    
    
    
    58,907
    
    
    
    103,496Net cash provided by operating activities
    
    
    78,139
    
    
    
    120,771
    
    
    
    131,381Cash flows from investing activities:Capital expenditures
    
    
    (67,365
    )
    
    
    (128,696
    )
    
    
    (177,607
    )Satellite insurance proceeds
    
    
    40,000
    
    
    
    
    
    
    
    Payments for business acquisitions, net of cash acquired
    
    
    (10,027
    )
    
    
    (28,700
    )
    
    
    (7,841
    )Net cash provided by (used in) investing activities
    
    
    (37,392
    )
    
    
    (157,396
    )
    
    
    (185,448
    )Cash flows from financing activities:Issuance of long-term debt
    
    
    
    
    
    
    50,000
    
    
    
    245,000Costs associated with long-term debt issuance and repayment
    
    
    
    
    
    
    (5,670
    )
    
    
    (13,816
    )Repayment of long term debt
    
    
    (15,443
    )
    
    
    (34,557
    )
    
    
    (85,018
    )Equity issuance costs
    
    
    
    
    
    
    
    
    
    
    Issuances of common stock
    
    
    9,336
    
    
    
    32
    
    
    
    73,840Net cash provided by (used in) financing activities
    
    
    (6,107
    )
    
    
    9,805
    
    
    
    220,006Net increase (decrease) in cash and cash equivalents
    
    
    34,640
    
    
    
    (26,820
    )
    
    
    165,939Cash and cash equivalents, beginning of period
    
    
    199,684
    
    
    
    226,504
    
    
    
    60,565Cash and cash equivalents, end of period
    
    $
    234,324
    
    
    $
    199,684
    
    
    $
    226,504Supplemental disclosures of cash flow information:Interest paid
    
    $
    34,589
    
    
    $
    39,195
    
    
    $
    4,295Income taxes paid
    
    
    3,133
    
    
    
    
    
    
    
    Non-cash items:Capital expenditures
    
    $
    (23,245
    )
    
    $
    (2,738
    )
    
    $
    (17,559
    )Amounts payable to subcontractors
    
    
    23,245
    
    
    
    2,738
    
    
    
    17,559
  43




---



##### 



GEOEYE INC.
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 (As restated)
 Additional
    
    
    
    
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Unearned
    
    
    Accumulated
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Deficit
    
    
    Equity(In thousands except share data)Balance as of December 31, 2004
    
    $
    9,917,078
    
    
    $
    99
    
    
    $
    112,373
    
    
    $
    (1,845
    )
    
    $
    (22,273
    )
    
    $
    88,354Net (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,403
    )
    
    
    (14,403
    )Warrants exercised
    
    
    4,250,206
    
    
    
    43
    
    
    
    42,459
    
    
    
    
    
    
    
    
    
    
    
    42,502Issuances of common stock
    
    
    3,275,234
    
    
    
    33
    
    
    
    31,305
    
    
    
    
    
    
    
    
    
    
    
    31,338Compensation attributable to vesting of
restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,424
    
    
    
    
    
    
    
    1,424Balance as of December 31, 2005
    
    
    17,442,518
    
    
    
    175
    
    
    
    186,137
    
    
    
    (421
    )
    
    
    (36,676)
    )
    
    
    149,215Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,729
    
    
    
    3,729Issuance of warrants in connection with debt
issuance
    
    
    
    
    
    
    
    
    
    
    1,614
    
    
    
    
    
    
    
    
    
    
    
    1,614Issuances of common stock
    
    
    32,716
    
    
    
    
    
    
    
    32
    
    
    
    
    
    
    
    
    
    
    
    32Amounts attributable to stock-based compensation
    
    
    
    
    
    
    
    
    
    
    748
    
    
    
    421
    
    
    
    
    
    
    
    1,169Balance as of December 31, 2006
    
    
    17,475,234
    
    
    
    175
    
    
    
    188,531
    
    
    
    
    
    
    
    (32,947
    )
    
    
    155,759Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,746
    
    
    
    30,746Warrants exercised
    
    
    275,958
    
    
    
    3
    
    
    
    7,713
    
    
    
    
    
    
    
    
    
    
    
    7,716Issuances of common stock
    
    
    116,961
    
    
    
    1
    
    
    
    1,619
    
    
    
    
    
    
    
    
    
    
    
    1,620Amounts attributable to stock-based compensation
    
    
    
    
    
    
    
    
    
    
    2,075
    
    
    
    
    
    
    
    
    
    
    
    2,075Balance as of December 31, 2007
    
    $
    17,868,153
    
    
    $
    179
    
    
    $
    199,938
    
    
    $
    
    
    
    $
    (2,201
    )
    
    $
    197,916
  44




---



##### 



GEOEYE, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2007
 (1) Business Operations
       45




---



##### 



(2) Restatement
         Increase (Decrease) by Periods (In thousands, except per share information)
 Net Income
    
    Diluted EPSAdjustment
    
    AdjustmentAdjustment to Net EarningsYear Ended December 31, 2007
    
    $
    (11.648
    )
    
    $
    (0.59
    )Year Ended December 31, 2006
    
    
    (19,677
    )
    
    
    (1.08
    )Year Ended December 31, 2005
    
    $
    9,852
    
    
    $
    0.61
 Consolidated Statement of Operations
 As PreviouslyReported
    
    Adjustments
    
    As RestatedFor the Year Ended December 31, 2007Direct expenses
    
    $
    76,645
    
    
    $
    (2,981
    )
    
    $
    73,664Gross profit
    
    
    107,119
    
    
    
    2,981
    
    
    
    110,100Earnings from operations
    
    
    77,325
    
    
    
    2,981
    
    
    
    80,306
 46




---



##### 



As PreviouslyReported
    
    Adjustments
    
    As RestatedEarnings before provision for income taxes
    
    
    69,981
    
    
    
    2,981
    
    
    
    72,962Provision for income taxes
    
    
    27,587
    
    
    
    14,629
    
    
    
    42,216Net earnings
    
    
    42,394
    
    
    
    (11,648
    )
    
    
    30,746Earnings per common share  basic
    
    
    2.41
    
    
    
    (0.66
    )
    
    
    1.75Earnings per common share  diluted
    
    $
    2.14
    
    
    $
    (0.59
    )
    
    $
    1.55As PreviouslyReported
    
    Adjustments
    
    As RestatedFor the Year Ended December 31, 2006Provision for income taxes
    
    $
    714
    
    
    $
    19,677
    
    
    $
    20,391Net earnings
    
    
    23,406
    
    
    
    (19,677
    )
    
    
    3,729Earnings per common share  basic
    
    
    1.34
    
    
    
    (1.13
    )
    
    
    0.21Earnings per common share  diluted
    
    $
    1.28
    
    
    $
    (1.08
    )
    
    $
    0.20As PreviouslyReported
    
    Adjustments
    
    As AdjustedFor the Year Ended December 31, 2005Provision for income taxes
    
    $
    
    
    
    $
    (9,852
    )
    
    $
    (9,852
    )Net (loss)
    
    $
    (24,255
    )
    
    
    9,852
    
    
    $
    (14,403
    )(Loss) per common share  basic
    
    $
    (1.50
    )
    
    $
    0.61
    
    
    $
    (0.89
    )(Loss) per common share  diluted
    
    $
    (1.50
    )
    
    $
    0.61
    
    
    $
    (0.89
    )Consolidated Balance SheetAs PreviouslyReported
    
    Adjustments
    
    As RestatedAs of December 31, 2007Deferred tax asset
    
    $
    
    
    
    $
    78,721
    
    
    $
    78,721Other non-current assets
    
    
    20,329
    
    
    
    (3,676
    )
    
    
    16,653Total assets
    
    
    789,954
    
    
    
    75,045
    
    
    
    864,999Accounts payable and accrued expenses
    
    
    20,665
    
    
    
    (2,981
    )
    
    
    17,684Current income taxes payable
    
    
    
    
    
    
    32,911
    
    
    
    32,911Other current liabilities
    
    
    28,960
    
    
    
    (28,960
    )
    
    
    Total current liabilities
    
    
    132,383
    
    
    
    970
    
    
    
    133,353Non-current income tax reserve
    
    
    
    
    
    
    93,081
    
    
    
    93,081Long term debt
    
    
    246,788
    
    
    
    1
    
    
    
    246,789Total liabilities
    
    
    573,031
    
    
    
    94,052
    
    
    
    667,083Retained earnings (accumulated deficit)
    
    
    16,806
    
    
    
    (19,007
    )
    
    
    (2,201
    )Total stockholders equity
    
    
    216,923
    
    
    
    (19,007
    )
    
    
    197,916Total liabilities and stockholders equity
    
    $
    789,954
    
    
    $
    75,045
    
    
    $
    864,999As PreviouslyReported
    
    Adjustments
    
    As RestatedAs of December 31, 2006Deferred tax asset
    
    $
    
    
    
    $
    68,450
    
    
    $
    68,450Total assets
    
    
    691,817
    
    
    
    68,450
    
    
    
    760,267Current income taxes payable
    
    
    
    
    
    
    1,064
    
    
    
    1,064Other current liabilities
    
    
    1,989
    
    
    
    (714
    )
    
    
    1,275Total current liabilities
    
    
    95,780
    
    
    
    349
    
    
    
    96,129Non-current income tax reserve
    
    
    
    
    
    
    75,460
    
    
    
    75,460Total liabilities
    
    
    528,699
    
    
    
    75,809
    
    
    
    604,508Accumulated deficit
    
    
    (25,588
    )
    
    
    (7,359
    )
    
    
    (32,947
    )Total stockholders equity
    
    
    163,118
    
    
    
    (7,359
    )
    
    
    155,759Total liabilities and stockholders equity
    
    $
    691,817
    
    
    $
    68,450
    
    
    $
    760,267
 47




---



##### 



(3) Significant Accounting Policies
 Basis of Presentation
  Use of Estimates
  Revenue Recognition
      48




---



##### 



Stock-Based Compensation
      2005(As restated)Net loss:Net loss available to common stockholders
    
    $
    (14,403
    )Fair value-based compensation cost, net of taxes
    
    
    (396
    )Pro forma net loss available to common Stockholders
    
    $
    (14,799
    )Loss per common share  basicAs reported
    
    $
    (0.89
    )Pro forma
    
    $
    (0.91
    )Loss per common share  dilutedAs reported
    
    $
    (0.89
    )Pro forma
    
    $
    (0.91
    )
   Expected Dividend Yield.
 49




---



##### 



Expected Volatility.
 Risk-free Interest Rate.
 Expected Term.
  Year Ended December 31,2007
    
    2006Volatility
    
    
    50.48% - 52.39
    %
    
    
    55.94% - 63.87
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %Risk-free interest rate
    
    
    4.60% - 4.66
    %
    
    
    4.30% - 4.70
    %Expected average life
    
    5.25 years - 6.25 years
    
    
    5.50 years - 6.25 yearsExercise price per option
    
    $
    18.00-$20.24
    
    
    $
    10.00-$16.82
 Business Combinations
  Cash and Cash Equivalents
  Concentrations of Credit Risk
  Inventory
  Recovery of Long-Lived Assets
  50




---



##### 



Goodwill and Intangible Assets
 Business Combinations
 Goodwill and Other Intangible Assets
  Income Taxes
   Derivative Instruments and Hedging Activities
  Satellites and Related Rights and Property, Plant and Equipment
   Ground system assets
    
    8 yearsFurniture and equipment
    
    3 to 7 yearsOrbview-2
    
    7 1/2 yearsIKONOS
    
    2 1/2 yearsLeasehold improvements
    
    Shorter of estimated useful life or lease term
 51




---



##### 



Recent Accounting Pronouncements
     (4) NextView Program
   52




---



##### 



(5) Acquisitions and Investments
 MJ Harden Acquisition
    Space Imaging Acquisition
  53




---



##### 



Cash consideration
    
    $
    48,986Direct acquisition costs
    
    
    2,497Total purchase price
    
    $
    51,483Allocation of purchase price:Cash and cash equivalents
    
    $
    14,942Receivables
    
    
    11,808Other current assets
    
    
    3,275Property, plant and equipment
    
    
    17,891Purchased intangible assets
    
    
    19,657Other assets
    
    
    2,111Total assets acquired
    
    
    69,684Total liabilities assumed
    
    
    (18,201
    )Total purchase price
    
    $
    51,483
  Amount
    
    
    LifeContracts/customer relationships
    
    $
    17,591
    
    
    9 yearsTrade name
    
    
    1,208
    
    
    5 yearsPatents and other
    
    
    858
    
    
    5 yearsTotal
    
    $
    19,657
    
    
    8.6 years
  2006
    
    2005(As restated)
    
    (As restated)Revenues
    
    $
    154,459
    
    
    $
    165,313Operating Income
    
    $
    45,045
    
    
    $
    10,561Net Earnings (Loss)
    
    $
    4,542
    
    
    $
    (13,202
    )Earnings per common shareBasic
    
    $
    0.26
    
    
    $
    (0.81
    )Diluted
    
    $
    0.25
    
    
    $
    (0.81
    )
 Investments
  54




---



##### 



(6) Comprehensive Income (Loss)
  (7) Earnings (Loss) Per Share
    For The Years Ended December 31,2007
    
    
    2006(a)
    
    
    2005(As restated)
    
    
    (As restated)
    
    
    (As restated)Numerator for basic and diluted earnings (loss) per common share:Net earnings (loss) available to common stockholders
    
    $
    30,746
    
    
    $
    3,729
    
    
    $
    (14,403
    )Denominator for basic and diluted earnings (loss) per common share:Average number of common shares outstanding for basic computations
    
    
    17,585,307
    
    
    
    17,416,490
    
    
    
    16,213,446Dilutive effect of warrants, restricted stock and stock optionsDilutive effect of warrants
    
    
    2,004,651
    
    
    
    757,926
    
    
    
    
    (b)Dilutive effect of stock options
    
    
    191,691
    
    
    
    47,539
    
    
    
    Dilutive effect of restricted stock units
    
    
    
    
    
    
    
    
    
    
    Dilutive effect of director stock units
    
    
    19,086
    
    
    
    52
    
    
    
    Average number of common shares outstanding for diluted computations
    
    
    19,800,735
    
    
    
    18,222,007
    
    
    
    16,213,446Earnings (loss) per common share  basic
    
    $
    1.75
    
    
    $
    0.21
    
    
    $
    (0.89
    )Earnings (loss) per common share  diluted
    
    $
    1.55
    
    
    $
    0.17
    
    
    $
    (0.89
    )Adjustments  treasury stock method adjustment
    
    
    
    
    
    
    0.03
    
    
    
    As revised
    
    
    1.55
    
    
    
    0.20
    
    
    
    (0.89
    )
 
 Year EndedDecember 31, 2006(a) Denominator for diluted earnings per common share, as originally reportedAverage number of common shares outstanding for basic computations
    
    
    17,416,490Dilutive effect of warrants, stock options, restricted stock units and
director share units, as orginally reported
    
    
    4,159,421Average number of common shares outstanding for diluted computations as
originally reported
    
    
    21,575,911Adjustment  dilutive shares
    
    
    (3,353,904
    )As revised
    
    
    18,222,007
 (b)
    
    All warrants, restricted stock and stock options of the Company were dilutive for the year
ended December 31, 2005 because the Company incurred a net loss. There were 274,431
antidilutive securities at December 31, 2005. 55




---



##### 



(8) Property, Plant and Equipment
  2007
    
    
    2006Land and buildings
    
    $
    6,076
    
    
    $
    6,016Ground system assets
    
    
    75,928
    
    
    
    66,113Furniture and equipment
    
    
    16,310
    
    
    
    6,492Leasehold improvements
    
    
    1,921
    
    
    
    1,540Accumulated depreciation and amortization
    
    
    (11,817
    )
    
    
    (12,772
    )Total
    
    $
    88,418
    
    
    $
    67,389
  (9) Satellites and Related Rights
  2007
    
    
    2006IKONOS satellite
    
    $
    9,166
    
    
    $
    9,166OrbView-2 (operated pursuant to License)
    
    
    3,054
    
    
    
    3,054OrbView-3 satellite
    
    
    
    
    
    
    93,958Accumulated depreciation and amortization
    
    
    (10,311
    )
    
    
    (60,342
    )Subtotal
    
    
    1,909
    
    
    
    45,836Satellites in process
    
    
    344,358
    
    
    
    282,841Total
    
    $
    346,267
    
    
    $
    328,677
      56




---



##### 



(10) Goodwill
 :
 Production and
    
    
    ConsolidatedImagery
    
    
    Other Services
    
    
    TotalBalance, December 31, 2005
    
    $
    28,490
    
    
    $
    
    
    
    $
    28,490Acquired during the year
    
    
    
    
    
    
    
    
    
    
    Balance, December 31, 2006
    
    $
    28,490
    
    
    $
    
    
    
    $
    28,490Acquired during the year
    
    
    
    
    
    
    4,122
    
    
    
    4,122Balance, December 31, 2007
    
    $
    28,490
    
    
    $
    4,122
    
    
    $
    32,612
 (11) Intangible Assets
  WeightedGross
    
    
    
    
    
    
    Net
    
    
    AverageCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    RemainingAmount
    
    
    Amortization
    
    
    Value
    
    
    Life2007Contracts/customer relationships
    
    $
    18,971
    
    
    $
    (3,965
    )
    
    $
    15,007
    
    
    8.1 yearsTrade name
    
    
    2,028
    
    
    
    (585
    )
    
    
    1,443
    
    
    4.6 yearsPatents and other
    
    
    1,458
    
    
    
    (839
    )
    
    
    618
    
    
    3.5 yearsTotal intangible assets
    
    $
    22,457
    
    
    $
    (5,389
    )
    
    $
    17,068
    
    
    7.6 years2006Contracts/customer relationships
    
    $
    17,591
    
    
    $
    (1,814
    )
    
    $
    15,777
    
    
    8.5 yearsCapitalized archive costs
    
    
    2,003
    
    
    
    (1,263
    )
    
    
    740
    
    
    0.6 yearsTrade name
    
    
    1,208
    
    
    
    (224
    )
    
    
    984
    
    
    4.5 yearsPatents and other
    
    
    1,459
    
    
    
    (566
    )
    
    
    893
    
    
    3.3 yearsTotal intangible assets
    
    $
    22,261
    
    
    $
    (3,867
    )
    
    $
    18,394
    
    
    7.7 years
  2008
    
    $
    2,6572009
    
    
    2,5732010
    
    
    2,5662011
    
    
    2,1772012
    
    
    2,165Thereafter
    
    
    4,930$
    17,068
 57




---



##### 



(12) Income Taxes
  2007
    
    
    2006
    
    
    2005As restated
    
    
    As restated
    
    
    As restatedCurrent provision:U.S. Federal
    
    $
    45,649
    
    
    $
    36,735
    
    
    $
    31,145State
    
    
    6,838
    
    
    
    6,188
    
    
    
    4,921Total current provision
    
    
    52,487
    
    
    
    42,923
    
    
    
    36,066Deferred provision:U.S. Federal
    
    
    (8,809
    )
    
    
    (19,769
    )
    
 
    (39,653
    )State
    
    
    (1,462
    )
    
    
    (2,763
    )
    
    
    (6,265
    )Total deferred provision
    
    
    (10,271
    )
    
    
    (22,532
    )
    
    
    (45,918
    )Total provision for income taxes
    
    $
    42,216
    
    
    $
    20,391
    
    
    $
    (9,852
    )
  2007
    
    
    2006
    
    
    2005As
    
    
    As
    
    
    Asrestated
    
    
    restated
    
    
    restatedU.S. Federal tax at statutory rate
    
    $
    25,537
    
    
    $
    8,442
    
    
    $
    (8,489
    )State income taxes, net
    
    
    2,500
    
    
    
    1,243
    
    
    
    (1,059
    )FIN 48 Adjustment
    
    
    14,022
    
    
    
    11,498
    
    
    
    8Other
    
    
    157
    
    
    
    (792
    )
    
    
    (312
    )Total provision for income taxes
    
    $
    42,216
    
    
    $
    20,391
    
    
    $
    (9,852
    )
  2007
    
    
    2006As
    
    
    Asrestated
    
    
    restatedDeferred tax assets related to:Deferred revenue
    
    $
    75,071
    
    
    $
    71,472Property, plant and equipment
    
    
    299
    
    
    
    Other
    
    
    4,405
    
    
    
    3,313Deferred tax assets
    
    
    79,775
    
    
    
    74,785Deferred tax liabilities related to:Property, plant and equipment
    
    
    
    
    
    
    (4,182
    )Amortization
    
    
    (325
    )
    
    
    (246
    )Other
    
    
    (729
    )
    
    
    (1,907
    )Deferred tax liabilities
    
    
    (1,054
    )
    
    
    (6,335
    )Net deferred tax assets
    
    $
    78,721
    
    
    $
    68,450
 Adoption of FIN 48
  58




---



##### 



FIN 48
Reserves for Uncertain Tax Positions
 Balance at January 1, 2007
    
    
    
    
    
    $
    63,954Increases related to current year tax position
    
    
    3,599Balance at December 31, 2007
    
    
    
    
    
    
    67,553
   (13) Debt
  2007
    
    
    2006Senior Secured Floating Rate Notes
    
    $
    250,000
    
    
    $
    250,000Less: unamortized debt discount
    
    
    (3,212
    )
    
    
    (3,925
    )246,788
    
    
    
    246,075OISIO Credit Agreement
    
    
    
    
    
    
    15,443Less: unamortized debt discount
    
    
    
    
    
    
    (297
    )
    
    
    
    15,146Total debt
    
    
    246,788
    
    
    
    261,221Less: current portion
    
    
    
    
    
    
    (15,146
    )Total long-term debt
    
    $
    246,788
    
    
    $
    246,075
   59




---



##### 



60




---



##### 



(14) Leases
  2008
    
    $
    1,9632009
    
    
    1,7782010
    
    
    1,6912011
    
    
    1,2062012
    
    
    540Thereafter
    
    
    $
    7,178
 (15) Employee Benefit Plan
   (16) Capital Stock
    2007
    
    
    2006
    
    
    2005Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedNumber
    
    
    Average
    
    
    Number
    
    
    Average
    
    
    Number
    
    
    Averageof
    
    
    Exercise
    
    
    of
    
    
    Exercise
    
    
    of
    
    
    ExerciseWarrants
    
    
    Price
    
    
    Warrants
    
    
    Price
    
    
    Warrants
    
    
    PriceOutstanding  beginning of year
    
    
    4,076,637
    
    
    $
    12.04
    
    
    
    3,577,147
    
    
    $
    11.62
    
    
    
    4,568,947
    
    
    $
    11.27Granted
    
    
    
    
    
    
    0.00
    
    
    
    500,000
    
    
    
    15.00
    
    
    
    3,258,406
    
    
    
    10.00Exercised
    
    
    (275,958
    )
    
    
    28.22
    
    
    
    (510
    )
    
    
    10.00
    
    
    
    (4,250,206
    )
    
    
    10.00Canceled or Forfeited
    
    
    (46,786
    )
    
    
    28.22
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding and exercisable  end of year
    
    
    3,753,893
    
    
    $
    10.67
    
    
    
    4,076,637
    
    
    $
    12.04
    
    
    
    3,577,147
    
    
    $
    11.62
 61




---



##### 



(17) Stock Incentive Plans
  Stock Options
   2007
    
    
    2006
    
    
    2007WeightedWeighted
    
    
    
    
    
    
    Weighted
    
    
    2007
    
    
    AverageAverage
    
    
    
    
    
    
    Average
    
    
    Aggregate
    
    
    RemainingNumber of
    
    
    Exercise
    
    
    Number of
    
    
    Exercise
    
    
    Intrinsic
    
    
    ContractualShares
    
    
    Price
    
    
    Shares
    
    
    Price
    
    
    Value
    
    
    Term (Years)Outstanding at December 31, 2006
    
    
    461,485
    
    
    $
    9.84
    
    
    
    295,338
    
    
    $
    7.36Granted
    
    
    221,734
    
    
    
    18.03
    
    
    
    193,000
    
    
    
    13.16Exercised
    
    
    (55,740
    )
    
    
    8.07
    
    
    
    (5,016
    )
    
    
    6.50Forfeited/Cancelled
    
    
    (75,716
    )
    
    
    13.85
    
    
    
    (21,837
    )
    
    
    6.50Outstanding at December 31, 2007
    
    
    551,763
    
    
    
    12.72
    
    
    
    461,485
    
    
    
    9.84
    
    
    $
    11,548
    
    
    
    7.9Exercisable at December 31, 2007
    
    
    236,091
    
    
    $
    8.95
    
    
    
    199,976
    
    
    $
    8.21
    
    
    $
    5,832
    
    
    
    7.7
  Restricted Stock
  62




---



##### 



Weighted-AverageGrant-DateNonvested Restricted Stock
    
    No. of Shares
    
    
    Fair ValueNonvested at January 1, 2007
    
    
    38,300
    
    
    $
    13.84Granted
    
    
    62,427
    
    
    
    18.00Forfeited
    
    
    4,138
    
    
    
    11.86Vested
    
    
    30,333
    
    
    
    15.71Nonvested at December 31, 2007
    
    
    66,256
    
    
    $
    16.75
  Restricted Share Units
  Weighted-AverageGrant-DateNonvested Restricted Stock Units
    
    No. of Shares
    
    
    Fair ValueNonvested at January 1, 2007
    
    
    
    
    
    $
    Granted
    
    
    68,546
    
    
    
    18.00Forfeited
    
    
    3,243
    
    
    
    18.00Vested
    
    
    
    
    
    
    Nonvested at December 31, 2007
    
    
    65,303
    
    
    $
    18.00
   63




---



##### 



(18) Information on Industry Segments and Major Customers
  Years Ended December 31,2007
    
    
    2006
    
    
    2005(As restated)
    
    
    (As restated)
    
    
    (As restated)RevenuesImagery
    
    $
    147,448
    
    
    $
    118,981
    
    
    $
    23,263Production and Other Services
    
    
    36,316
    
    
    
    32,187
    
    
    
    17,439Total revenues
    
    $
    183,764
    
    
    $
    151,168
    
    
    $
    40,702Operating profit (loss)Imagery
    
    $
    68,118
    
    
    $
    26,948
    
    
    $
    (18,834
    )Production and Other Services
    
    
    12,188
    
    
    
    16,280
    
    
    
    9,079Total operating profit (loss)
    
    $
    80,306
    
    
    $
    43,228
    
    
    $
    (9,755
    )Depreciation and amortizationImagery
    
    $
    12,249
    
    
    $
    27,806
    
    
    $
    22,879Production and Other Services
    
    
    723
    
    
    
    541
    
    
    
    312Total depreciation and amortization
    
    $
    12,972
    
    
    $
    28,347
    
    
    $
    23,191Amortization of intangible assetsImagery
    
    $
    3,525
    
    
    $
    3,652
    
    
    $
    90Production and Other Services
    
    
    
    
    
    
    
    
    
    
    208Total amortization of intangible assets
    
    $
    3,525
    
    
    $
    3,652
    
    
    $
    298Capital ExpendituresImagery
    
    $
    64,333
    
    
    $
    122,113
    
    
    $
    168,982Production and Other Services
    
    
    3,032
    
    
    
    6,583
    
    
    
    8,625Total capital expenditures
    
    $
    67,365
    
    
    $
    128,696
    
    
    $
    177,607Identifiable assetsImagery
    
    $
    514,944
    
    
    $
    444,638
    
    
    $
    299,677Production and Other Services
    
    
    20,357
    
    
    
    23,963
    
    
    
    13,971Total segment assets
    
    
    535,301
    
    
    
    468,601
    
    
    
    313,648Corporate
    
    
    329,698
    
    
    
    291,666
    
    
    
    302,567Total identifiable assets
    
    $
    864,999
    
    
    $
    760,267
    
    
    $
    616,215
  2007
    
    
    2006
    
    
    2005Domestic
    
    $
    117,985
    
    
    $
    80,996
    
    
    $
    25,392Foreign
    
    
    65,779
    
    
    
    70,172
    
    
    
    15,310Total
    
    $
    183,764
    
    
    $
    151,168
    
    
    $
    40,702
  (19) Summary of Quarterly Information (Unaudited)
  64




---



##### 



2007 QuartersFirst
    
    
    Second
    
    
    Third
    
    
    Fourth(In thousands, except share data)(As restated)
    
    
    (As restated)
    
    
    (As restated)
    
    
    (As restated)Revenues
    
    $
    36,796
    
    
    $
    48,254
    
    
    $
    53,750
    
    
    $
    44,964Gross profit:As previously reported
    
    
    17,686
    
    
    
    33,092
    
    
    
    32,951
    
    
    
    23,390Adjustments:Direct expenses  purchased imagery
    
    
    
    
    
    
    
    
    
    
    (1,674
    )
    
    
    (1,307
    )As revised
    
    
    17,686
    
    
    
    33,092
    
    
    
    34,625
    
    
    
    24,697Net earnings (loss):As previously reported
    
    
    (30,224
    )
    
    
    23,424
    
    
    
    58,742
    
    
    
    (9,548
    )Adjustments:Direct expenses  purchased imagery
    
    
    
    
    
    
    
    
    
    
    1,027
    
    
    
    802Provision for income taxes
    
    
    8,298
    
    
    
    (11,805
    )
    
    
    (25,785
    )
    
    
    15,815As revised
    
    
    (21,926
    )
    
    
    11,619
    
    
    
    33,984
    
    
    
    7,069Earnings (loss) per diluted share:As previously reported
    
    $
    (1.73
    )
    
    $
    1.07
    
    
    $
    2.67
    
    
    $
    (0.54
    )Adjustments:Direct expenses-purchased imagery
    
    
    
    
    
    
    
    
    
    
    0.04
    
    
    
    0.03Provision for income taxes
    
    
    0.48
    
    
    
    (0.61
    )
    
    
    (1.30
    )
    
    
    0.85Treasury stock method adjustments
    
    
    
    
    
    
    0.15
    
    
    
    0.33
    
    
    
    As revised
    
    $
    (1.25
    )
    
    $
    0.61
    
    
    $
    1.74
    
    
    $
    0.34
 2006 QuartersFirst
    
    
    Second
    
    
    Third
    
    
    Fourth(In thousands, except share data)(As restated)
    
    
    (As restated)
    
    
    (As restated)
    
    
    (As restated)Revenues
    
    $
    30,257
    
    
    $
    35,143
    
    
    $
    43,531
    
    
    $
    42,237Gross profit
    
    
    9,828
    
    
    
    14,957
    
    
    
    23,313
    
    
    
    20,233Net earnings
As previously reported
    
    $
    552
    
    
    $
    6,234
    
    
    $
    10,367
    
    
    $
    6,253Adjustments:Provision for income taxes
    
    
    (3,078
    )
    
    
    (5,173
    )
    
    
    (6,697
    )
    
    
    (4,729
    )As revised
    
    $
    (2,526
    )
    
    $
    1,061
    
    
    $
    3,670
    
    
    $
    1,524Earnings per diluted share:As previously reported
    
    $
    0.03
    
    
    $
    0.29
    
    
    $
    0.48
    
    
    $
    0.28Adjustments:Provision for income taxes
    
    
    (0.18
    )
    
    
    (0.28
    )
    
    
    (0.36
    )
    
    
    (0.25
    )Treasury stock method adjustments
    
    
    
    
    
    
    0.05
    
    
    
    0.08
    
    
    
    0.05As revised
    
    $
    (0.15
    )
    
    $
    0.06
    
    
    $
    0.20
    
    
    $
    0.08
 (20) Financial Information of Guarantor Subsidiary
    65




---



##### 



GEOEYE, INC.
Consolidating Statement of Operations
Year ended December 31, 2007
(Unaudited; in thousands)
(As restated)
 UnconsolidatedGuarantor
    
    
    Non-GuarantorParent
    
    
    Subsidiary
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedRevenues
    
    $
    
    
    
    $
    96,025
    
    
    $
    146,370
    
    
    $
    (58,631
    )
    
    $
    183,764Direct expenses
    
    
    
    
    
    
    79,458
    
    
    
    52,837
    
    
    
    (58,631
    )
    
    
    73,664Gross profit
    
    
    
    
    
    
    16,567
    
    
    
    93,533
    
    
    
    
    
    
    
    110,100Selling, general and administrative expenses
    
    
    56
    
    
    
    5,228
    
    
    
    24,510
    
    
    
    
    
    
    
    29,794Income from operations
    
    
    (56
    )
    
    
    11,339
    
    
    
    69,023
    
    
    
    
    
    
    
    80,306Net gain on satellite insurance proceeds
    
    
    
    
    
    
    (3,010
    )
    
    
    
    
    
    
    
    
    
    
    (3,010
    )Interest expense (income), net
    
    
    12,127
    
    
    
    (5,874
    )
    
    
    1,023
    
    
    
    
    
    
    
    7,276Unrealized loss on derivative instrument
    
    
    3,078
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,078Equity in earnings of subsidiaries
    
    
    (40,110
    )
    
    
    
    
    
    
    
    
    
    
    40,110
    
    
    
    Income (loss) before provision for income
    
    
    24,849
    
    
    
    20,223
    
    
    
    68,000
    
    
    
    (40,110
    )
    
    
    72,962Provision (benefit) for income taxes
    
    
    (5,897
    )  (a)
    
    
    21,838
    (a)
    
    
    26,275
    (a)
    
    
    
    
    
    
    42,216Net income (loss)
    
    $
    30,746
    (a)
    
    $
    (1,615
    )  (a)
    
    $
    41,725
    (a)
    
    $
    (40,110
    )
    
    $
    30,746
 
 (a)
    
    The provisions for income tax have been
adjusted by $(1,582), $11,555 and $4,656 for the parent,
guarantor subsidiary, and non-guarantor subsidiaries, respectively. Net income has been adjusted by $(43,258), $(11,555),
$(1,675) and $44,840 for the parent,
guarantor subsidiary, non-guarantor subsidiaries and eliminations, respectively. The parents equity in earnings of subsidiaries has been adjusted by $44,840 to $40,110. 66




---



##### 



GEOEYE, INC.
Consolidating Statement of Operations
Year ended December 31, 2006
(in thousands)
(As restated)
 UnconsolidatedGuarantor
    
    
    Non-GuarantorParent
    
    
    Subsidiary
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedRevenues
    
    $
    
    
    
    $
    40,728
    
    
    $
    110,781
    
    
    $
    (341
    )
    
    $
    151,168Direct expenses
    
    
    
    
    
    
    38,143
    
    
    
    45,035
    
    
    
    (341
    )
    
    
    82,837Gross profit
    
    
    
    
    
    
    2,585
    
    
    
    65,746
    
    
    
    
    
    
    
    68,331Selling, general and administrative expenses
    
    
    
    
    
    
    13,387
    
    
    
    11,716
    
    
    
    
    
    
    
    25,103Income from operations
    
    
    
    
    
    
    (10,802
    )
    
    
    54,030
    
    
    
    
    
    
    
    43,228Interest expense (income), net
    
    
    17,818
    
    
    
    (6,027
    )
    
    
    9,953
    
    
    
    
    
    
    
    21,744Unrealized loss on derivative instrument
    
    
    (2,636
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,636
    )Equity in earnings of subsidiaries
    
    
    (13,316
    )
    
    
    
    
    
    
    
    
    
    
    13,316
    
    
    
    Income (loss) before provision for income
    
    
    (1,866
    )
    
    
    (4,775
    )
    
    
    44,077
    
    
    
    (13,316
    )
    
    
    24,120Provision for income taxes
    
    
    (5,595
    )  (a)
    
    
    9,735
    (a)
    
    
    16,251
    (a)
    
    
    
    
    
    
    20,391Net income (loss)
    
    $
    3,729
    (a)
    
    $
    (14,510
    )  (a)
    
    $
    27,826
    (a)
    
    $
    (13,316
    )
    
    $
    3,729
 
 (a)
    
    The provisions for income tax have been
adjusted by $(6,102), $9,735 and $16,044 for the parent
guarantor subsidiary, and non-guarantor subsidiaries, respectively. Net
income has been adjusted by $(19,677), $(9,735), $(16,044) and $25,779 for the parent,
guarantor subsidiary, non-guarantor subsidiaries and eliminations, respectively.

The parents equity in earnings of subsidiaries has been adjusted by $25,779 to $13,316. 67




---



##### 



GEOEYE, INC.
Consolidating Statement of Operations
Year ended December 31, 2005
(in thousands)
(As restated)
 UnconsolidatedGuarantor
    
    
    Non-GuarantorParent
    
    
    Subsidiary
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedRevenues
    
    $
    
    
    
    $
    40,702
    
    
    $
    
    
    
    $
    
    
    
    $
    40,702Direct expenses
    
    
    
    
    
    
    38,116
    
    
    
    
    
    
    
    
    
    
    
    38,116Gross profit
    
    
    
    
    
    
    2,586
    
    
    
    
    
    
    
    
    
    
    
    2,586Selling, general and administrative expenses
    
    
    4
    
    
    
    12,337
    
    
    
    
    
    
    
    
    
    
    
    12,341Income from operations
    
    
    (4
    )
    
    
    (9,751
    )
    
    
    
    
    
    
    
    
    
    
    (9,755
    )Interest expense, net
    
    
    12,880
    
    
    
    1,203
    
    
    
    
    
    
    
    
    
    
    
    14,083Loss from early extinguishment of debt
    
    
    
    
    
    
    2,758
    
    
    
    
    
    
    
    
    
    
    
    2,758Unrealized gain on derivative instrument
    
    
    (2,341
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,341
    )Equity in earnings of subsidiaries
    
    
    8,146
    
    
    
    
    
    
    
    
    
    
    
    (8,146
    )
    
    
    Income (loss) before provision for income
    
    
    (18,689
    )
    
    
    (13,712
    )
    
    
    
    
    
    
    8,146
    
    
    
    (24,255
    )Provision for income taxes
    
    
    (4,286
    )  (a)
    
    
    (5,566
    )  (a)
    
    
    
    
    
    
    
    
    
    
    (9,852
    )Net income (loss)
    
    $
    (14,403
    )  (a)
    
    $
    (8,146
    )  (a)
    
    $
    
    
    
    $
    8,146
    
    
    $
    (14,403
    )
 
 (a)
    
    The provisions for income tax have been
adjusted by $(4,286) and $(5,566), for the parent and guarantor subsidiary, respectively.
Net income had been adjusted by $9,852, $5,566, and $(5,566), for the parent, guarantor subsidiary,
and eliminations, respectively.  The parents equity in earnings of subsidiaries has been adjusted by $21,858 to a deficit of
$8,146. 68




---



##### 



GEOEYE, INC.
Consolidating Balance Sheet
December 31, 2007
(As restated)
 UnconsolidatedNon-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiary
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedASSETSCurrent assets:Cash and cash equivalents
    
    $
    38,645
    
    
    $
    116,821
    
    
    $
    78,858
    
    
    $
    
    
    
    $
    234,324Receivables, net
    
    
    
    
    
    
    33,007
    
    
    
    11,510
    
    
    
    
    
    
    
    44,517Amounts due from related parties
    
    
    150,996
    
    
    
    
    
    
    
    
    
    
    
    (150,996
    )
    
    
    Other current assets
    
    
    3
    
    
    
    7,784
    
    
    
    3,836
    
    
    
    (5,204
    )
    
    
    6,419Total current assets
    
    
    189,644
    
    
    
    157,612
    
    
    
    94,204
    
    
    
    (156,200
    )
    
    
    285,260Property, plant and equipment, net
    
    
    
    
    
    
    73,804
    
    
    
    14,614
    
    
    
    
    
    
    
    88,418Satellites and related rights, net
    
    
    
    
    
    
    344,359
    
    
    
    1,908
    
    
    
    
    
    
    
    346,267Investment in subsidiaries
    
    
    257,776
    
    
    
    
    
    
    
    
    
    
    
    (257,776
    )
    
    
    Goodwill
    
    
    
    
    
    
    28,490
    
    
    
    4,122
    
    
    
    
    
    
    
    32,612Intangible assets
    
    
    
    
    
    
    91
    
    
    
    16,977
    
    
    
    
    
    
    
    17,068Other non-current assets
    
    
    14,576
    
    
    
    77
    
    
    
    2,000
    
    
    
    
    
    
    
    16,653Deferred tax asset
    
    
    
    
    
    
    78,721
    
    
    
    
    
    
    
    
    
    
    
    78,721Total assets
    
    $
    461,996
    (a)
    
    $
    683,154
    (a)
    
    $
    133,825
    (a)
    
    $
    (413,976
    )
    
    $
    864,999LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    
    
    
    $
    11,598
    
    
    $
    11,290
    
    
    $
    (5,204
    )
    
    $
    17,684Amounts payable to related parties
    
    
    
    
    
    
    105,038
    
    
    
    45,959
    
    
    
    (150,997
    )
    
    
    Amounts payable to subcontractors
    
    
    
    
    
    
    55,967
    
    
    
    
    
    
    
    
    
    
    
    55,967Accrued interest payable
    
    
    17,292
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,292Current portion of deferred revenue
    
    
    
    
    
    
    2,474
    
    
    
    7,025
    
    
    
    
    
    
    
    9,499Income tax payable
    
    
    
    
    
    
    32,911
    
    
    
    
    
    
    
    
    
    
    
    32,911Total current liabilities
    
    
    17,292
    
    
    
    207,988
    
    
    
    64,274
    
    
    
    (156,201
    )
    
    
    133,353Long-term debt
    
    
    246,788
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    246,789Deferred revenue, net of current portion
    
    
    
    
    
    
    193,860
    
    
    
    
    
    
    
    
    
    
    
    193,860Non-current income tax reserve
    
    
    
    
    
    
    93,081
    
    
    
    
    
    
    
    
    
    
    
    93,081Total liabilities
    
    
    264,080
    (a)
    
    
    494,929
    (a)
    
    
    64,274
    (a)
    
    
    (156,200
    )
    
    
    667,083Stockholders equity
    
    
    197,916
    (a)
    
    
    188,225
    (a)
    
    
    69,551
    (a)
    
    
    (257,776
    )
    
    
    197,916Total liabilities and stockholders equity
    
    $
    461,996
    
    
    $
    683,154
    
    
    $
    133,825
    
    
    $
    (413,976
    )
    
    $
    864,999
 
 (a)
    
    Total assets were adjusted by $(47,967), $78,721, $0
and $44,291 for the parent guarantor subsidiary, non-guarantor
subsidiaries, and eliminations, respectively. Total liabilities were
adjusted by $(28,960), $152,911, $25,746 and $(55,645) for the parent, guarantor subsidiary, non-guarantor
subsidiaries and eliminations, respectively. Total stockholders equity was adjusted
by $(19,007), $(74,190), $(25,746) and $99,936 for the parent guarantor subsidiary, non-guarantor
subsidiaries, and eliminations, respectively. 69




---



##### 



GEOEYE, INC.
Consolidating Balance Sheet
December 31, 2006
(As restated)
 UnconsolidatedNon-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiary
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    Consolidated(in thousands)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    55,056
    
    
    $
    105,056
    
    
    $
    39,572
    
    
    $
    
    
    
    $
    199,684Receivables, net
    
    
    
    
    
    
    8,351
    
    
    
    12,857
    
    
    
    
    
    
    
    21,208Other current assets
    
    
    3
    
    
    
    1,192
    
    
    
    6,090
    
    
    
    
    
    
    
    7,285Amounts due from related parties
    
    
    93,373
    
    
    
    
    
    
    
    
    
    
    
    (93,373
    )
    
    
    Total current assets
    
    
    148,432
    
    
    
    114,599
    
    
    
    58,519
    
    
    
    (93,373
    )
    
    
    228,177Property, plant and equipment, net
    
    
    
    
    
    
    58,025
    
    
    
    9,364
    
    
    
    
    
    
    
    67,389Satellites and related rights, net
    
    
    
    
    
    
    322,952
    
    
    
    5,725
    
    
    
    
    
    
    
    328,677Investment in subsidiaries
    
    
    250,720
    
    
    
    
    
    
    
    
    
    
    
    (250,720
    )
    
    
    Goodwill
    
    
    
    
    
    
    28,490
    
    
    
    
    
    
    
    
    
    
    
    28,490Intangible assets
    
    
    
    
    
    
    178
    
    
    
    18,216
    
    
    
    
    
    
    
    18,394Other non-current assets
    
    
    20,481
    
    
    
    209
    
    
    
    
    
    
    
    
    
    
    
    20,690Deferred tax asset
    
    
    
    
    
    
    68,450
    
    
    
    
    
    
    
    
    
    
    
    68,450Total assets
    
    $
    419,633
    (a)
    
    $
    592,903
    (a)
    
    $
    91,824
    (a)
    
    $
    (344,093
    )  (a)
    
    $
    760,267LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    
    
    
    $
    11,692
    
    
    $
    9,076
    
    
    $
    
    
    
    $
    20,768Amounts payable to related parties
    
    
    
    
    
    
    61,373
    
    
    
    31,999
    
    
    
    (93,372
    )
    
    
    Amounts payable to subcontractors
    
    
    
    
    
    
    32,721
    
    
    
    
    
    
    
    
    
    
    
    32,721Accrued interest payable
    
    
    17,292
    
    
    
    
    
    
    
    66
    
    
    
    
    
    
    
    17,358Current portion of long term debt
    
    
    
    
    
    
    
    
    
    
    15,146
    
    
    
    
    
    
    
    15,146Current portion of deferred revenue
    
    
    
    
    
    
    293
    
    
    
    7,504
    
    
    
    
    
    
    
    7,797Income tax payable
    
    
    
    
    
    
    1,064
    
    
    
    
    
    
    
    
    
    
    
    1,064Other current liabilities
    
    
    507
    
    
    
    561
    
    
    
    207
    
    
    
    
    
    
    
    1,275Total current liabilities
    
    
    17,799
    
    
    
    107,704
    
    
    
    63,998
    
    
    
    (93,372
    )
    
    
    96,129Long-term debt
    
    
    246,075
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    246,075Deferred revenue, net of current portion
    
    
    
    
    
    
    184,481
    
    
    
    
    
    
    
    
    
    
    
    184,481Non-current income tax reserve
    
    
    
    
    
    
    75,460
    
    
    
    
    
    
    
    
    
    
    
    75,460Other non-current liabilities
    
    
    
    
    
    
    2,363
    
    
    
    
    
    
    
    
    
    
    
    2,363Total liabilities
    
    
    263,874
    (a)
    
    
    370,008
    (a)
    
    
    63,998
    (a)
    
    
    (93,372
    )  (a)
    
    
    604,508Stockholders equity
    
    
    155,759
    (a)
    
    
    222,895
    (a)
    
    
    27,826
    (a)
    
    
    (250,721
    )  (a)
    
    
    155,759Total liabilities and stockholders equity
    
    
    419,633
    
    
    
    592,903
    
    
    
    91,824
    
    
    
    (344,093
    )
    
    
    760,267
 
 (a)
    
    Total assets were adjusted by $(7,359), $68,450, $0 and
$7,359 for the parent, guarantor subsidiary, non-guarantor
subsidiaries and eliminations, respectively. Total liabilities were
adjusted by $0, $98,030, $16,044 and $(38,265) for the parent,
guarantor subsidiary, and non-guarantor subsidiaries and eliminations, respectively.
Total stockholders equity was adjusted by $(7,359), $(29,580),
$(16,044) and $45,624 for the parent, guarantor subsidiary,
non-guarantor subsidiaries and eliminations, respectively. 70




---



##### 



GEOEYE, INC.
Consolidating Statement of Cash Flows
Year Ended December 31, 2007
 UnconsolidatedNon-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiary
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    Consolidated(In thousands)Net cash provided by (used in) operating activities
    
    $
    (25,747
    )
    
    $
    31,778
    
    
    $
    72,108
    
    
    $
    
    
    
    $
    78,139Cash flows from investing activities:Capital expenditures
    
    
    
    
    
    
    (60,013
    )
    
    
    (7,352
    )
    
    
    
    
    
    
    (67,365
    )Satellite insurance proceeds
    
    
    
    
    
    
    40,000
    
    
    
    
    
    
    
    
    
    
    
    40,000Payments for business acquisitions, net of cash acquired
    
    
    
    
    
    
    
    
    
    
    (10,027
    )
    
    
    
    
    
    
    (10,027
    )Net cash provided by (used in) investing activities
    
    
    
    
    
    
    (20,013
    )
    
    
    (17,379
    )
    
    
    
    
    
    
    (37,392
    )Cash flows from financing activities:Repayment of long-term debt
    
    
    
    
    
    
    
    
    
    
    (15,443
    )
    
    
    
    
    
    
    (15,443
    )Issuances of common stock
    
    
    9,336
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,336Net cash provided by (used in) financing activities
    
    
    9,336
    
    
    
    
    
    
    
    (15,443
    )
    
    
    
    
    
    
    (6,107
    )Net increase (decrease) in cash and cash equivalents
    
    
    (16,411
    )
    
    
    11,765
    
    
    
    39,286
    
    
    
    
    
    
    
    34,640Cash and cash equivalents, beginning of period
    
    
    55,056
    
    
    
    105,056
    
    
    
    39,572
    
    
    
    
    
    
    
    199,684Cash and cash equivalents, end of period
    
    $
    38,645
    
    
    $
    116,821
    
    
    $
    78,858
    
    
    $
    
    
    
    $
    234,324
 71




---



##### 



GEOEYE, INC.
Consolidating Statement of Cash Flows
Year Ended December 31, 2006
 UnconsolidatedNon-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiary
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    Consolidated(In thousands)Net cash provided by operating activities
    
    $
    2,187
    
    
    $
    57,973
    
    
    $
    60,611
    
    
    $
    
    
    
    $
    120,771Cash flows from investing activities:Capital expenditures
    
    
    
    
    
    
    (126,584
    )
    
    
    (2,112
    )
    
    
    
    
    
    
    (128,696
    )Payment for business acquisition, net of cash acquired
    
    
    
    
    
    
    
    
    
    
    (28,700
    )
    
    
    
    
    
    
    (28,700
    )Net cash used in investing activities
    
    
    
    
    
    
    (126,584
    )
    
    
    (30,812
    )
    
    
    
    
    
    
    (157,396
    )Cash flows from financing activities:Issuance of long-term debt
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    50,000Repayment of long-term debt
    
    
    
    
    
    
    
    
    
    
    (34,557
    )
    
    
    
    
    
    
    (34,557
    )Long-term debt repayment and issuance costs
    
    
    
    
    
    
    
    
    
    
    (5,670
    )
    
    
    
    
    
    
    (5,670
    )Issuance of common stock
    
    
    32
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32Net cash provided by financing activities
    
    
    32
    
    
    
    
    
    
    
    9,773
    
    
    
    
    
    
    
    9,805Net increase (decrease) in cash and cash equivalents
    
    
    2,219
    
    
    
    (68,611
    )
    
    
    39,572
    
    
    
    
    
    
    
    (26,820
    )Cash and cash equivalents, beginning of period
    
    
    52,837
    
    
    
    173,667
    
    
    
    
    
    
    
    
    
    
    
    226,504Cash and cash equivalents, end of period
    
    $
    55,056
    
    
    $
    105,056
    
    
    $
    39,572
    
    
    $
    
    
    
    $
    199,684
 72




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##### 



GEOEYE, INC.
Consolidating Statement of Cash Flows
Year Ended December 31, 2005
 UnconsolidatedNon-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiary
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    Consolidated(In thousands)Net cash provided by operating activities
    
    $
    8,092
    
    
    $
    123,289
    
    
    $
    
    
    
    $
    
    
    
    $
    131,381Cash flows from investing activities:Capital expenditures
    
    
    
    
    
    
    (177,607
    )
    
    
    
    
    
    
    
    
    
    
    (177,607
    )Payment for business acquisition, net of cash acquired
    
    
    (7,841
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,841
    )Net cash used in investing activities
    
    
    (7,841
    )
    
    
    (177,607
    )
    
    
    
    
    
    
    
    
    
    
    (185,448
    )Cash flows from financing activities:Issuance of long-term debt
    
    
    245,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    245,000Repayment of long-term debt
    
    
    
    
    
    
    (85,018
    )
    
    
    
    
    
    
    
    
    
    
    (85,018
    )Long-term debt repayment and issuance costs
    
    
    (8,774
    )
    
    
    (5,042
    )
    
    
    
    
    
    
    
    
    
    
    (13,816
    )Issuance of common stock
    
    
    94
    
    
    
    73,746
    
    
    
    
    
    
    
    
    
    
    
    73,840Net capital contributions to subsidiaries
    
    
    (183,734
    )
    
    
    
    
    
    
    
    
    
    
    183,734
    
    
    
    Net capital contributions from parent
    
    
    
    
    
    
    183,734
    
    
    
    
    
    
    
    (183,734
    )
    
    
    Net cash provided by financing activities
    
    
    52,586
    
    
    
    167,420
    
    
    
    
    
    
    
    
    
    
    
    220,006Net increase in cash and cash equivalents
    
    
    52,837
    
    
    
    113,102
    
    
    
    
    
    
    
    
    
    
    
    165,939Cash and cash equivalents, beginning of period
    
    
    
    
    
    
    60,565
    
    
    
    
    
    
    
    
    
    
    
    60,565Cash and cash equivalents, end of period
    
    $
    52,837
    
    
    $
    173,667
    
    
    $
    
    
    
    $
    
    
    
    $
    226,504
 
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
  
 73




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##### 



Item 9A. Controls and Procedures.
        Disclosure Controls and Procedures
   Managements Report on Internal Control Over Financial Reporting
   74




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##### 



Internal Control  Integrated Framework,
      /s/ MATTHEW M. OCONNELL

Matthew M. OConnell,President, Chief Executive Officer and Director/s/ HENRY E. DUBOIS

Henry E. Dubois,Executive Vice President and, Chief Financial Officer(Principal Financial Officer)
 75




---



##### 



Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework
      76




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##### 



Item 9B. Other Information.
  PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
     
 Item 11. Executive Compensation.
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
  77




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##### 



Item 13. Certain Relationships and Related Transactions, and Director Independence.
  
 Item 14. Principal Accountant Fees and Services.
  
 Item 15. Exhibits and Financial Statement Schedules.
 Exhibits
  78




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##### 



SIGNATURES
  GeoEye, Inc.By:
    
    /s/ MATTHEW M. OCONNELL

Matthew M. OConnellPresident, Chief Executive Officer and Director
   Signature
    
    Title/s/ James A. Abrahamson

James A. Abrahamson
    
    Chairman
of the Board/s/ Matthew M. OConnell
    
    President, Chief Executive Officer and DirectorMatthew M. OConnell
    
    (Principal Executive Officer)/s/ Henry E. Dubois
    
    Executive Vice President and Chief Financial OfficerHenry E. Dubois
    
    (Principal Financial Officer)/s/ Joseph M. Ahearn

Joseph M. Ahearn
    
    Director/s/ Martin C. Faga

Martin C. Faga
    
    Director/s/ Michael F. Horn

Michael F. Horn
    
    Director/s/ Lawrence A. Hough

Lawrence A. Hough
    
    Director/s/ Roberta E. Lenczowski

Roberta E. Lenczowski
    
    Director/s/ James M. Simon, Jr.

James M. Simon, Jr.
    
    Director/s/ William W. Sprague

William W. Sprague
    
    Director
 79




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##### 



INDEX TO EXHIBITS
 Exhibit Number
    
    Exhibit Title3.1
    
    Certificate of Amendment to Certificate of Incorporation of the Company3.2
    
    Bylaws of the Company (incorporated by reference to Exhibit 3.2 to Post-Effective Amendment
No. 3 to Form S-1, filed on June 21, 2005 (File No. 333-122493))4.1
    
    Registration Rights Agreement dated as of December 31, 2003 (incorporated by reference to
Exhibit 4.3 to Form 10 filed on September 13, 2004 (File No. 022-28714))4.2
    
    Form of Warrant  Warrants issued December 31, 2003 (incorporated by reference to Exhibit
4.4 to Form 10 filed on September 13, 2004 (File No. 022-28714))4.3
    
    Registration Rights Agreement dated as of November 16, 2004 (incorporated by reference to
Exhibit 4.5 to Form 10/A filed on December 1, 2004 (File No. 0-50933))4.4
    
    Form of Warrant  Warrants issued November 16, 2004 and to be issued to private investors
pursuant to backstop commitment, if necessary (incorporated by reference to Exhibit 4.6 to
Form 10/A filed on December 1, 2004 (File No. 0-50933))4.5
    
    Specimen Common Stock Certificate4.6
    
    Specimen Warrant Certificate  Warrants to be issued in the rights offering4.7
    
    Warrant Agreement with The Bank of New York, dated as of March 14, 2005 (incorporated by
reference to Exhibit 4.10 to Post-Effective Amendment No. 2 to Form S-1, filed on March 18,
2005 (File No. 333-122493))4.8
    
    Specimen Warrant Certificate with respect to Warrant Agreement dated as of March 14, 2005
(incorporated by reference to Exhibit 4.8 to Post-Effective Amendment No. 2 to Form S-1,
filed on March 18, 2005 (File No. 333-122493))4.9
    
    Indenture, dated as of June 29, 2005, between ORBIMAGE Holdings Inc. and The Bank of New
York, as Trustee (incorporated by reference to Exhibit 4.1 to the current report on Form
8-K, filed on July 1, 2005 (File No. 000-50933))4.10
    
    Form of Senior Secured Floating Rate Note due 2012 (incorporated by reference to Exhibit A
to Exhibit 4.1 to the current report on Form 8-K, filed on July 1, 2005 (File No.
000-50933))4.11
    
    Security Agreement, dated as of June 29, 2005, between ORBIMAGE Holdings Inc. and the Bank
of New York, as Collateral Agent (incorporated by reference to Exhibit 4.3 to the current
report on Form 8-K, filed on July 1, 2005 (File No. 000-50933))4.12
    
    Registration Rights Agreement, dated as of June 29, 2005, among ORBIMAGE Holdings Inc.,
Deutsche Bank Securities Inc. and Credit Suisse First Boston LLC (incorporated by reference
to the current report on Form 8-K, filed on July 1, 2005 (File No. 000-50933))4.13
    
    Warrant Agreement, dated as of January 10, 2006, between ORBIMAGE Holdings Inc. and The
Bank of New York, as Warrant Agent (incorporated by reference to Exhibit 4.03 to the
current report on Form 8-K, filed on January 12, 2006 (File No. 000-50933))4.14
    
    Specimen Warrant Certificate with respect to Warrant Agreement dated as of January 10, 2006
(incorporated by reference to Exhibit 4.03 to the current report on Form 8-K, filed on
January 12, 2006 (File No. 000-50933))10.1
    
    2006 Omnibus Stock and Performance Incentive Plan Of ORBIMAGE Holdings Inc.10.2
    
    Employment Agreement for Matthew OConnell (incorporated by reference to Exhibit 10.6 to
Form 10 filed on September 13, 2004 (File No. 022-28714))10.3
    
    Employment Agreement for William Schuster (incorporated by reference to Exhibit 10.15 to
the Companys Form S-1, filed February 2, 2004 (file no. 333-122493))
 80




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##### 



Exhibit Number
    
    Exhibit Title10.4
    
    Employment Agreement for Henry Dubois10.5
    
    Form of Indemnity Agreements for Directors and Executive Officers (incorporated by
reference to Exhibit 10.10 to Form 10 filed on September 13, 2004 (File No.
022-28714))10.6
    
    Contract No. HM1573-04-C-0014 with U.S. National Geospatial-Intelligence Agency
(incorporated by reference to Exhibit 10.12 to Form 10/A filed on January 27, 2005
(File No. 0-50933))10.7
    
    Contract No. HM1573-04-3-0001 with U.S. National Geospatial-Intelligence Agency
(incorporated by reference to Exhibit 10.12 to Form 10/A filed on January 27, 2005
(File No. 0-50933))21.1*
    
    Subsidiaries of the Registrant23.1*
    
    Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm31.1*
    
    Rule 13a-14(a) Certification of Matthew M. OConnell31.2*
    
    Rule 13a-14(a) Certification of Henry E. Dubois32.1*
    
    Certification Pursuant to 18 U.S.C. Section 1350 of Matthew M. OConnell32.2*
    
    Certification Pursuant to 18 U.S.C. Section 1350 of Henry E. Dubois
 
 *
    
    Filed herewith. 81