FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2006
Commission file
number 1-14180
Loral Space & Communications Inc.
600 Third Avenue
New York, New York 10016
Telephone: (212) 697-1105
Jurisdiction of incorporation: Delaware
IRS identification number: 87-0748324
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated
filer o Accelerated
filer o Non-accelerated
filer þ
Indicate by a check mark whether the registrant has filed all
documents and reports required to be filed by Section 12,
13 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the distribution of securities under a plan confirmed by a
court. Yes þ No o
Indicate by check mark whether the registrant is a shell company
(as defined in Exchange Act
Rule 12b-2 of the
Act). Yes o No þ
As of April 30, 2006, there were 20,000,000 shares of
Loral Space & Communications Inc. common stock
outstanding.
TABLE OF CONTENTS
PART 1.
FINANCIAL INFORMATION
|
|
Item 1. |
Financial Statements |
LORAL SPACE & COMMUNICATIONS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, | |
|
December 31, | |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
ASSETS |
Current assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
360,911 |
|
|
$ |
275,796 |
|
|
Accounts receivable, net
|
|
|
24,758 |
|
|
|
59,347 |
|
|
Contracts-in-process
|
|
|
79,244 |
|
|
|
73,584 |
|
|
Inventories
|
|
|
48,972 |
|
|
|
51,871 |
|
|
Other current assets
|
|
|
26,273 |
|
|
|
31,066 |
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
540,158 |
|
|
|
491,664 |
|
Property, plant and equipment, net
|
|
|
509,654 |
|
|
|
520,503 |
|
Long-term receivables
|
|
|
48,016 |
|
|
|
48,155 |
|
Investments in and advances to affiliates
|
|
|
103,196 |
|
|
|
104,616 |
|
Deposits
|
|
|
9,840 |
|
|
|
9,840 |
|
Goodwill
|
|
|
340,094 |
|
|
|
340,094 |
|
Other assets
|
|
|
154,234 |
|
|
|
164,105 |
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
1,705,192 |
|
|
$ |
1,678,977 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
53,426 |
|
|
$ |
72,594 |
|
|
|
Accrued employment costs
|
|
|
26,045 |
|
|
|
35,277 |
|
|
|
Customer advances and billings in excess of costs and profits
|
|
|
231,292 |
|
|
|
172,995 |
|
|
|
Income taxes payable
|
|
|
2,358 |
|
|
|
2,177 |
|
|
|
Accrued interest and preferred dividends
|
|
|
15,264 |
|
|
|
4,881 |
|
|
|
Other current liabilities
|
|
|
30,423 |
|
|
|
32,324 |
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
358,808 |
|
|
|
320,248 |
|
|
Pension and other post retirement liabilities (Note 3)
|
|
|
242,243 |
|
|
|
237,948 |
|
|
Long-term debt
|
|
|
128,166 |
|
|
|
128,191 |
|
|
Long-term liabilities
|
|
|
164,028 |
|
|
|
165,426 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
893,245 |
|
|
|
851,813 |
|
Minority interest
|
|
|
200,000 |
|
|
|
200,000 |
|
Commitments and contingencies (Notes 2, 7, 9 and
10)
|
|
|
|
|
|
|
|
|
Shareholders equity:
|
|
|
|
|
|
|
|
|
|
Common stock, $.01 par value
|
|
|
200 |
|
|
|
200 |
|
|
Paid-in capital
|
|
|
642,793 |
|
|
|
642,210 |
|
|
Retained deficit
|
|
|
(31,101 |
) |
|
|
(15,261 |
) |
|
Accumulated other comprehensive income
|
|
|
55 |
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
611,947 |
|
|
|
627,164 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$ |
1,705,192 |
|
|
$ |
1,678,977 |
|
|
|
|
|
|
|
|
See notes to condensed consolidated financial statements.
1
LORAL SPACE & COMMUNICATIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor | |
|
|
Predecessor | |
|
|
Registrant | |
|
|
Registrant | |
|
|
| |
|
|
| |
|
|
Three Months | |
|
|
Three Months | |
|
|
Ended March 31, | |
|
|
Ended March 31, | |
|
|
2006 | |
|
|
2005 | |
|
|
| |
|
|
| |
Revenues from satellite services
|
|
$ |
35,484 |
|
|
|
$ |
34,571 |
|
Revenues from satellite manufacturing
|
|
|
136,492 |
|
|
|
|
97,807 |
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
171,976 |
|
|
|
|
132,378 |
|
Cost of satellite services
|
|
|
23,830 |
|
|
|
|
35,171 |
|
Cost of satellite manufacturing
|
|
|
125,948 |
|
|
|
|
88,237 |
|
Selling, general and administrative expenses
|
|
|
28,414 |
|
|
|
|
27,296 |
|
|
|
|
|
|
|
|
|
Loss before reorganization expenses due to bankruptcy
|
|
|
(6,216 |
) |
|
|
|
(18,326 |
) |
Reorganization expenses due to bankruptcy
|
|
|
|
|
|
|
|
(5,633 |
) |
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(6,216 |
) |
|
|
|
(23,959 |
) |
Interest and investment income
|
|
|
4,544 |
|
|
|
|
1,788 |
|
Interest expense (contractual interest was $11,854 for the three
months ended March 31, 2005, Note 2)
|
|
|
(5,168 |
) |
|
|
|
(978 |
) |
Other income (expense)
|
|
|
1,014 |
|
|
|
|
(617 |
) |
|
|
|
|
|
|
|
|
Loss before income taxes, equity losses in affiliates and
minority interest
|
|
|
(5,826 |
) |
|
|
|
(23,766 |
) |
Income tax provision
|
|
|
(2,594 |
) |
|
|
|
(1,730 |
) |
|
|
|
|
|
|
|
|
Loss before equity losses in affiliates and minority interest
|
|
|
(8,420 |
) |
|
|
|
(25,496 |
) |
Equity losses in affiliates (Note 7)
|
|
|
(1,420 |
) |
|
|
|
(739 |
) |
Minority interest
|
|
|
(6,000 |
) |
|
|
|
14 |
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(15,840 |
) |
|
|
$ |
(26,221 |
) |
|
|
|
|
|
|
|
|
Basic and diluted loss per share (Note 11):
|
|
|
|
|
|
|
|
|
|
|
Loss per share
|
|
$ |
(0.79 |
) |
|
|
$ |
(0.59 |
) |
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
20,000 |
|
|
|
|
44,108 |
|
|
|
|
|
|
|
|
|
See notes to condensed consolidated financial statements.
2
LORAL SPACE & COMMUNICATIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor | |
|
|
Predecessor | |
|
|
Registrant | |
|
|
Registrant | |
|
|
| |
|
|
| |
|
|
Three Months | |
|
|
Three Months | |
|
|
Ended March 31, | |
|
|
Ended March 31, | |
|
|
2006 | |
|
|
2005 | |
|
|
| |
|
|
| |
Operating activities:
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(15,840 |
) |
|
|
$ |
(26,221 |
) |
Non-cash items:
|
|
|
|
|
|
|
|
|
|
|
Equity losses in affiliates
|
|
|
1,420 |
|
|
|
|
739 |
|
|
Minority interest
|
|
|
6,000 |
|
|
|
|
(14 |
) |
|
Deferred taxes
|
|
|
|
|
|
|
|
188 |
|
|
Depreciation and amortization
|
|
|
16,288 |
|
|
|
|
23,529 |
|
|
Amortization of stock option compensation
|
|
|
583 |
|
|
|
|
|
|
|
(Recoveries of) provisions for bad debts on billed receivables
|
|
|
540 |
|
|
|
|
(247 |
) |
|
Provisions for inventory obsolescence
|
|
|
1,678 |
|
|
|
|
|
|
|
Warranty accruals
|
|
|
(390 |
) |
|
|
|
1,501 |
|
|
Loss on equipment disposals
|
|
|
|
|
|
|
|
283 |
|
|
Net gain on the disposition of an orbital slot
|
|
|
(1,149 |
) |
|
|
|
|
|
|
Non cash net interest and (gain) loss on foreign currency
transactions
|
|
|
7 |
|
|
|
|
349 |
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable, net
|
|
|
48,849 |
|
|
|
|
1,009 |
|
|
Contracts-in-process
|
|
|
22,706 |
|
|
|
|
(48,545 |
) |
|
Inventories
|
|
|
1,221 |
|
|
|
|
1,812 |
|
|
Long-term receivables
|
|
|
(2,261 |
) |
|
|
|
(5,131 |
) |
|
Other current assets and other assets
|
|
|
4,646 |
|
|
|
|
2,953 |
|
|
Accounts payable
|
|
|
(15,835 |
) |
|
|
|
6,703 |
|
|
Accrued expenses and other current liabilities
|
|
|
(11,875 |
) |
|
|
|
(5,333 |
) |
|
Customer advances
|
|
|
20,692 |
|
|
|
|
(21,133 |
) |
|
Income taxes payable
|
|
|
181 |
|
|
|
|
593 |
|
|
Pension and other postretirement liabilities
|
|
|
4,295 |
|
|
|
|
5,059 |
|
|
Long-term liabilities
|
|
|
3,668 |
|
|
|
|
(256 |
) |
|
Other
|
|
|
15 |
|
|
|
|
(32 |
) |
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
85,439 |
|
|
|
|
(62,194 |
) |
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(6,066 |
) |
|
|
|
(724 |
) |
|
Proceeds received from the disposition of an orbital slot
|
|
|
5,742 |
|
|
|
|
|
|
|
Investments in and advances to affiliates
|
|
|
|
|
|
|
|
(7,353 |
) |
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(324 |
) |
|
|
|
(8,077 |
) |
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
85,115 |
|
|
|
|
(70,271 |
) |
|
Cash and cash equivalents beginning of period
|
|
|
275,796 |
|
|
|
|
147,773 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents end of period
|
|
$ |
360,911 |
|
|
|
$ |
77,502 |
|
|
|
|
|
|
|
|
|
See notes to condensed consolidated financial statements.
3
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
1. |
Organization and Principal Business |
Loral Space & Communications Inc. (New
Loral) together with its subsidiaries is a leading
satellite communications company with substantial activities in
satellite-based communications services and satellite
manufacturing. New Loral was formed to succeed the business
conducted by its predecessor registrant, Loral Space &
Communications Ltd. (Old Loral), which emerged from
chapter 11 of the federal bankruptcy laws on
November 21, 2005 (the Effective Date).
We adopted fresh-start accounting as of October 1, 2005, in
accordance with Statement of Position No. 90-7,
Financial Reporting of Entities in Reorganization Under the
Bankruptcy Code
(SOP 90-7).
Accordingly, our financial information disclosed under the
heading Successor Registrant for the period ended
March 31, 2006, is presented on a basis different from, and
is therefore not comparable to, our financial information
disclosed under the heading Predecessor Registrant
for the period ended March 31, 2005.
The terms, Loral, the Company,
we, our and us, when used in
this report with respect to the period prior to our emergence,
are references to Old Loral, and when used with respect to the
period commencing after our emergence, are references to New
Loral. These references include the subsidiaries of Old Loral or
New Loral, as the case may be, unless otherwise indicated or the
context otherwise requires.
Loral is organized into two operating segments:
Satellite Services, conducted by our subsidiary, Loral
Skynet Corporation (Loral Skynet), generates its
revenues and cash flows from leasing satellite capacity on its
four-satellite fleet to commercial and governmental customers
for video and direct to home (DTH) broadcasting,
high-speed data distribution, internet access and
communications, as well as providing satellite-based networking
services. It also provides professional services to other
satellite operators including satellite construction oversight
and fleet operating services.
Satellite Manufacturing, conducted by our subsidiary,
Space Systems/ Loral, Inc. (SS/ L), generates its
revenues and cash flows from designing and manufacturing
satellites, space systems and space system components for
commercial and government customers whose applications include
fixed satellite services, DTH broadcasting, broadband data
distribution, wireless telephony, digital radio, military
communications, weather monitoring and air traffic management.
On July 15, 2003, Old Loral and certain of its subsidiaries
(the Debtor Subsidiaries and collectively with Old
Loral, the Debtors), including Loral
Space & Communications Holdings Corporation (formerly
known as Loral Space & Communications Corporation),
Loral SpaceCom Corporation (Loral SpaceCom), SS/ L
and Loral Orion, Inc. (now known as Loral Skynet Corporation),
filed voluntary petitions for reorganization under
chapter 11 of title 11 (Chapter 11)
of the United States Code (the Bankruptcy Code) in
the U.S. Bankruptcy Court for the Southern District of New
York (the Bankruptcy Court) (Lead Case
No. 03-41710 (RDD), Case Nos. 03-41709 (RDD) through
03-41728 (RDD)) (the Chapter 11 Cases). Also on
July 15, 2003, Old Loral and one of its Bermuda
subsidiaries (the Bermuda Group) filed parallel
insolvency proceedings in the Supreme Court of Bermuda (the
Bermuda Court), and, on that date, the Bermuda Court
entered an order appointing certain partners of KPMG as Joint
Provisional Liquidators (JPLs) in respect of the
Bermuda Group (see Basis of Presentation Note 3).
The Debtors emerged from Chapter 11 on November 21,
2005 pursuant to the terms of their fourth amended joint plan of
reorganization, as modified (the Plan of
Reorganization). The Plan of Reorganization had previously
been confirmed by order (the Confirmation Order) of
the Bankruptcy Court entered on August 1, 2005.
4
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Pursuant to the Plan of Reorganization:
|
|
|
|
|
The business and operations of Old Loral have been transferred
to New Loral, and Loral Skynet and SS/ L have emerged intact as
separate subsidiaries of reorganized Loral. |
|
|
|
Our new common stock has been listed on NASDAQ under the symbol
LORL. |
|
|
|
SS/ L has emerged debt-free. |
|
|
|
The initial distributions to creditors of Old Loral and its
subsidiaries have been completed in accordance with the Plan of
Reorganization as follows: |
|
|
|
|
|
All holders of allowed claims against SS/ L and Loral SpaceCom
have been, or will be paid in cash in full, including interest
from the petition date to the Effective Date. |
|
|
|
20 million shares of New Loral common stock were issued to
our distribution agent on the Effective Date, 18.8 million
of which have been distributed to creditors. |
|
|
|
$200 million of Loral Skynet preferred stock was issued to
our distribution agent on the Effective Date,
$197.5 million of which has been distributed to creditors. |
|
|
|
The remaining undistributed shares of New Loral common stock and
Loral Skynet preferred stock have been reserved to cover
disputed claims and will be distributed quarterly in accordance
with the Plan of Reorganization upon resolutions of those claims. |
|
|
|
Pursuant to a rights offering, Loral Skynet issued on the
Effective Date, $126 million, principal amount, of senior
secured notes (the Loral Skynet Notes, see
Note 9) to certain creditors who subscribed for the notes
and to certain creditors who committed to purchase any
unsubscribed notes (i.e., backstopped the offering). |
|
|
|
Old Loral will be liquidated; the common and preferred stock of
Old Loral were cancelled on the Effective Date, and no
distribution was made to the holders of such stock. |
Certain Old Loral shareholders acting on behalf of the
self-styled Loral Stockholders Protective Committee
(LSPC) have filed various appeals seeking, among
other things, to revoke the Confirmation Order, to overturn the
Bankruptcy Courts denial of the LSPCs motion to
compel Old Loral to hold a shareholders meeting, to
overturn various rulings of the Bankruptcy Court related to fees
and expenses and to rescind the approval of the Federal
Communications Commission (FCC) of the transfer of
our FCC licenses from Old Loral to New Loral (the
Appeals). We believe that the Appeals are completely
without merit and will not have any effect on the completed
reorganization. For further details about the Appeals see
Note 10.
Reorganization expenses due to bankruptcy were as follows (in
thousands):
|
|
|
|
|
|
|
|
Predecessor Registrant | |
|
|
| |
|
|
Three Months Ended | |
|
|
March 31, 2005 | |
|
|
| |
Professional fees
|
|
$ |
5,489 |
|
Employee retention costs
|
|
|
182 |
|
Severance costs
|
|
|
503 |
|
Vendor settlement charges
|
|
|
125 |
|
Interest income
|
|
|
(666 |
) |
|
|
|
|
|
Total reorganization expenses due to bankruptcy
|
|
$ |
5,633 |
|
|
|
|
|
5
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The accompanying unaudited condensed consolidated financial
statements (the financial statements) have been
prepared pursuant to the rules of the Securities and Exchange
Commission (SEC) and, in our opinion, include all
adjustments (consisting of normal recurring accruals) necessary
for a fair presentation of results of operations, financial
position and cash flows as of the balance sheet dates presented
and for the periods presented. Certain information and footnote
disclosures normally included in financial statements prepared
in accordance with accounting principles generally accepted in
the U.S. have been condensed or omitted pursuant to SEC
rules. We believe that the disclosures made are adequate to keep
the information presented from being misleading. The results of
operations for the three months ended March 31, 2006 are
not necessarily indicative of the results to be expected for the
full year.
The December 31, 2005 balance sheet has been derived from
the audited consolidated financial statements at that date. It
is suggested that these financial statements be read in
conjunction with the audited consolidated financial statements
included in our latest Annual Report on
Form 10-K filed
with the Securities and Exchange Commission.
The accompanying consolidated financial statements for the
Predecessor Registrant have been prepared in accordance with
SOP 90-7 and on a
going concern basis, which contemplates continuing operations,
realization of assets and liquidation of liabilities in the
ordinary course of business. In addition, the consolidated
statements of operations of the Predecessor Registrant portray
our results of operations during the Chapter 11
proceedings. As a result, any revenue, expenses, realized gains
and losses, and provision for losses resulting directly from the
reorganization and restructuring of the organization are
reported separately as reorganization items. We did not prepare
combining financial statements for Old Loral and its Debtor
Subsidiaries, since the subsidiaries that did not file voluntary
petitions for reorganization under Chapter 11 of the
Bankruptcy Code were immaterial to our consolidated financial
statements.
As noted above, we emerged from bankruptcy on November 21,
2005 and pursuant to
SOP 90-7, we
adopted fresh-start accounting as of October 1, 2005. We
engaged an independent appraisal firm to assist us in
determining the fair value of our assets and liabilities. Upon
emergence, our reorganization enterprise value as determined by
the Bankruptcy Court was approximately $970 million, which
after reduction for the fair value of the Loral Skynet Notes and
Loral Skynet Series A preferred stock (see Note 9 and
minority interest below), resulted in a reorganization equity
value of approximately $642 million. This reorganization
equity value was allocated to our assets and liabilities. Our
assets and liabilities were stated at fair value in accordance
with Statement of Financial Accounting Standards
(SFAS) No. 141, Business Combinations
(SFAS 141). In addition, our accumulated
deficit was eliminated, and our new debt and equity were
recorded in accordance with distributions pursuant to the Plan
of Reorganization. The allocation of the reorganization equity
value to individual assets and liabilities may change based upon
completion of the fair valuation process, as additional
information becomes available, and may result in differences to
the fresh-start adjustments presented in this financial
information. The Company expects to finalize this allocation in
the first half of 2006. (See Note 4 to the consolidated
financial statements contained in the Companys Annual
Report on
Form 10-K for the
year ended December 31, 2005 filed with the Securities and
Exchange Commission.)
Net amortization of fresh-start accounting fair value
adjustments relating to
contracts-in-process,
long-term receivables, customer advances and billings in excess
of costs and profits, deferred revenue and long-term liabilities
was $(6.1) million during the quarter ended March 31,
2006.
On November 21, 2005, Loral Skynet issued 1 million of
its 2 million authorized shares of series A 12%
non-convertible preferred stock, $0.01 par value per share
(the Loral Skynet Preferred Stock), which were
distributed in accordance with the Plan of Reorganization.
6
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Loral Skynet Preferred Stock is reflected as minority
interest on our condensed consolidated balance sheet and accrued
dividends of $6.0 million for the three months ended
March 31, 2006 are reflected as minority interest on our
condensed consolidated statement of operations.
|
|
|
Accounting for Stock Based Compensation |
Effective October 1, 2005, in connection with our adoption
of fresh-start accounting, we adopted the fair value method of
accounting for stock options for all options granted by us after
October 1, 2005 pursuant to the prospective method
provisions of SFAS No. 123(R), Share-Based Payment
(SFAS 123R). We use the
Black-Scholes-Merton option-pricing model to measure fair value
of these stock option awards.
Prior to October 1, 2005, we followed the disclosure-only
provisions of SFAS No. 148, Accounting for
Stock-Based Compensation-Transition and Disclosure
(SFAS 148), an amendment of
SFAS No. 123, Accounting for Stock-Based
Compensation (SFAS 123). We accounted for
stock-based compensation for employees using the intrinsic value
method (as defined below) as prescribed by Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to
Employees (APB 25), and related
interpretations. Under APB 25, no compensation expense was
recognized for employee share option grants because the exercise
price of the options granted equaled the market price of the
underlying shares on the date of grant (the intrinsic
value method). We used the Black-Scholes-Merton option
pricing model to determine the pro forma effect. Our pro-forma
net loss and pro-forma loss per share would not have been
materially different than reported on the accompanying
consolidated statement of operations for the three months ended
March 31, 2005, if we used the fair value method under
SFAS 123R.
During 2006 and 2005, we continued to maintain the 100%
valuation allowance against our net deferred tax assets.
However, upon emergence from bankruptcy in 2005, we reversed our
valuation allowance related to $2.0 million of deferred tax
assets for AMT credit carryforwards. We will continue to
maintain the valuation allowance until sufficient positive
evidence exists to support its reversal. If, in the future, we
were to determine that we will be able to realize all or a
portion of the benefit from our deferred tax assets, a reduction
to the valuation allowance as of October 1, 2005 will first
reduce goodwill, then other intangible assets with any excess
treated as an increase to
paid-in-capital. The
income tax provision for the three months ended March 31,
2006 and 2005 includes our current provision for federal, state
and foreign income taxes and adjustment, if required, to tax
contingency liabilities for potential audit issues. The
provision for 2005 also includes certain changes to the
valuation allowance.
Our policy is to establish tax contingency liabilities for
potential audit issues. The tax contingency liabilities are
based on our estimate of the probable amount of additional taxes
that may be due in the future. Any additional taxes due would be
determined only upon completion of current and future federal,
state and international tax audits. At March 31, 2006, the
Company had $43.6 million and $0.4 million of tax
contingency liabilities included in long-term liabilities and
income taxes payable, respectively. At December 31, 2005,
the Company had $41.8 million and $0.4 million of tax
contingency liabilities included in long-term liabilities and
income taxes payable, respectively.
7
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
Pensions and Other Employee Benefits |
The following table provides the components of net periodic
benefit cost for our qualified and supplemental retirement plans
(the Pension Benefits) and health care and life
insurance benefits for retired employees and dependents (the
Other Benefits) (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits | |
|
|
Other Benefits | |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
Successor | |
|
|
Predecessor |
|
|
Successor |
|
|
Predecessor | |
|
|
Registrant | |
|
|
Registrant |
|
|
Registrant |
|
|
Registrant | |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
March 31, | |
|
|
March 31, |
|
|
March 31, |
|
|
March 31, | |
|
|
2006 | |
|
|
2005 |
|
|
2006 |
|
|
2005 | |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Service cost
|
|
$ |
3,375 |
|
|
|
$ |
2,846 |
|
|
|
$ |
300 |
|
|
|
$ |
352 |
|
Interest cost
|
|
|
5,700 |
|
|
|
|
5,778 |
|
|
|
|
1,125 |
|
|
|
|
1,313 |
|
Expected return on plan assets
|
|
|
(5,425 |
) |
|
|
|
(5,105 |
) |
|
|
|
|
|
|
|
|
(15 |
) |
Amortization of prior service cost
|
|
|
|
|
|
|
|
(9 |
) |
|
|
|
|
|
|
|
|
(481 |
) |
Amortization of net loss
|
|
|
|
|
|
|
|
1,557 |
|
|
|
|
|
|
|
|
|
693 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,650 |
|
|
|
$ |
5,067 |
|
|
|
$ |
1,425 |
|
|
|
$ |
1,862 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional Cash Flow Information |
The following represents non-cash activities and supplemental
information to the condensed consolidated statements of cash
flows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor | |
|
|
Predecessor | |
|
|
Registrant | |
|
|
Registrant | |
|
|
| |
|
|
| |
|
|
Three Months | |
|
|
Three Months | |
|
|
Ended | |
|
|
Ended | |
|
|
March 31, | |
|
|
March 31, | |
|
|
2006 | |
|
|
2005 | |
|
|
| |
|
|
| |
Non-cash activities:
|
|
|
|
|
|
|
|
|
|
|
Unrealized net losses on derivatives, net of taxes
|
|
|
|
|
|
|
$ |
(273 |
) |
|
|
|
|
|
|
|
|
Supplemental information:
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid, net of capitalized interest
|
|
$ |
757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes paid, net of refunds
|
|
$ |
628 |
|
|
|
$ |
962 |
|
|
|
|
|
|
|
|
|
|
Cash (paid) received for reorganization items:
|
|
|
|
|
|
|
|
|
|
|
|
Professional fees
|
|
$ |
(4,342 |
) |
|
|
$ |
(4,620 |
) |
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
|
|
|
|
$ |
666 |
|
|
|
|
|
|
|
|
|
8
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The components of comprehensive loss are as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor | |
|
|
Predecessor | |
|
|
Registrant | |
|
|
Registrant | |
|
|
| |
|
|
| |
|
|
Three Months | |
|
|
Three Months | |
|
|
Ended | |
|
|
Ended | |
|
|
March 31, | |
|
|
March 31, | |
|
|
2006 | |
|
|
2005 | |
|
|
| |
|
|
| |
Net loss
|
|
$ |
(15,840 |
) |
|
|
$ |
(26,221 |
) |
Cumulative translation adjustment
|
|
|
40 |
|
|
|
|
(30 |
) |
Foreign currency hedging:
|
|
|
|
|
|
|
|
|
|
|
Reclassifications into revenue and cost of sales from other
comprehensive income, net of taxes
|
|
|
|
|
|
|
|
(273 |
) |
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
$ |
(15,800 |
) |
|
|
$ |
(26,524 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, | |
|
December 31, | |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
(In thousands) | |
Amounts billed
|
|
$ |
52,793 |
|
|
$ |
38,913 |
|
Unbilled receivables
|
|
|
26,451 |
|
|
|
34,671 |
|
|
|
|
|
|
|
|
|
|
$ |
79,244 |
|
|
$ |
73,584 |
|
|
|
|
|
|
|
|
Unbilled amounts include recoverable costs and accrued profit on
progress completed, which have not been billed. Such amounts are
billed in accordance with the contract terms, typically upon
shipment of the product, achievement of contractual milestones,
or completion of the contract and, at such time, are
reclassified to billed receivables. Fresh-start fair value
adjustments relating to
contracts-in-process
are amortized on a percentage of completion basis as performance
under the related contract is completed.
When we filed for Chapter 11, SS/Ls hedges with
counterparties (primarily yen denominated forward contracts)
were cancelled leaving SS/L vulnerable to foreign currency
fluctuations in the future. The inability to enter into forward
contracts exposes SS/Ls future revenues, costs and cash
associated with anticipated yen denominated receipts and
payments to currency fluctuations. As of March 31, 2006,
SS/L had the following amounts denominated in Japanese yen
(which were translated into U.S. dollars based on the
March 31, 2006 exchange rate) that were unhedged (in
millions):
|
|
|
|
|
|
|
|
|
|
|
Japanese Yen | |
|
U.S.$ | |
|
|
| |
|
| |
Future revenues
|
|
¥ |
198 |
|
|
$ |
1.7 |
|
Future expenditures
|
|
|
2,244 |
|
|
|
19.1 |
|
Contracts-in-process, unbilled receivables/(customer advances)
|
|
|
(81 |
) |
|
|
(0.7 |
) |
At March 31, 2006, SS/L also had future expenditures in
EUROs of 138,666 ($167,457 U.S.) that were unhedged.
Foreign exchange losses of $23,000 and $617,000 for the three
months ended March 31, 2006 and 2005 respectively, are
reflected on the condensed consolidated statement of operations
as other income (expense).
9
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
6. |
Property, Plant and Equipment |
|
|
|
|
|
|
|
|
|
|
|
March 31, | |
|
December 31, | |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
(In thousands) | |
Land and land improvements
|
|
$ |
27,533 |
|
|
$ |
27,833 |
|
Buildings
|
|
|
52,854 |
|
|
|
52,873 |
|
Leasehold improvements
|
|
|
5,973 |
|
|
|
6,352 |
|
Satellites in-orbit, including satellite transponder rights of
$109.6 million
|
|
|
366,196 |
|
|
|
366,196 |
|
Satellites under construction
|
|
|
2,948 |
|
|
|
197 |
|
Earth stations
|
|
|
17,702 |
|
|
|
17,710 |
|
Equipment, furniture and fixtures
|
|
|
63,066 |
|
|
|
61,937 |
|
Other construction in progress
|
|
|
7,983 |
|
|
|
5,096 |
|
|
|
|
|
|
|
|
|
|
|
544,255 |
|
|
|
538,194 |
|
Accumulated depreciation and amortization
|
|
|
(34,601 |
) |
|
|
(17,691 |
) |
|
|
|
|
|
|
|
|
|
$ |
509,654 |
|
|
$ |
520,503 |
|
|
|
|
|
|
|
|
|
|
7. |
Investment in and Advances to Affiliates |
Investment in and advances to affiliates consists of (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, | |
|
December 31, | |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
XTAR equity investment
|
|
$ |
103,196 |
|
|
$ |
104,616 |
|
|
|
|
|
|
|
|
Equity losses in affiliate, consists of (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Successor | |
|
|
Predecessor | |
|
|
Registrant | |
|
|
Registrant | |
|
|
| |
|
|
| |
|
|
Three Months | |
|
|
Three Months | |
|
|
Ended | |
|
|
Ended | |
|
|
March 31, | |
|
|
March 31, | |
|
|
2006 | |
|
|
2005 | |
|
|
| |
|
|
| |
XTAR
|
|
$ |
(1,420 |
) |
|
|
$ |
(739 |
) |
|
|
|
|
|
|
|
|
The condensed consolidated statements of operations reflect the
effects of the following amounts related to transactions with or
investments in affiliates (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Successor | |
|
|
Predecessor | |
|
|
Registrant | |
|
|
Registrant | |
|
|
| |
|
|
| |
|
|
Three Months | |
|
|
Three Months | |
|
|
Ended | |
|
|
Ended | |
|
|
March 31, | |
|
|
March 31, | |
|
|
2006 | |
|
|
2005 | |
|
|
| |
|
|
| |
Revenues
|
|
$ |
2,816 |
|
|
|
$ |
2,904 |
|
Elimination of our proportionate share of losses relating to
affiliate transactions
|
|
|
367 |
|
|
|
|
301 |
|
Loss relating to affiliate transactions not eliminated
|
|
|
(289 |
) |
|
|
|
(236 |
) |
XTAR, L.L.C. (XTAR), is a joint venture between us
and Hisdesat Servicios Estrategicos, S.A.
(Hisdesat), a consortium comprised of leading
Spanish telecommunications companies, including Hispasat,
10
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
S.A., and agencies of the Spanish government. XTAR was formed to
construct and launch an X-band satellite to provide X-band
communications services exclusively to United States, Spanish
and allied government users throughout the satellites
coverage area, including Europe, the Middle East and Asia. XTAR
currently has contracts to provide X-band services to the
U.S. Department of State, the Spanish Ministry of Defense
and the Danish armed forces. XTAR successfully launched its
XTAR-EUR satellite on February 12, 2005 and it commenced
service in March 2005.
We own 56% of XTAR (accounted for under the equity method since
we do not control certain significant operating decisions) and
Hisdesat owns 44%. During the first quarter of 2005, we made an
equity contribution of $7.3 million to XTAR, which was
matched by $5.76 million from Hisdesat. To date, the
partners have contributed a total of $109.6 million to XTAR
in proportion to their respective ownership interests. As a
result of the slower than expected
take-up rate on its
capacity, XTAR may require additional funding from its partners
to meet its obligations under its Arianespace loan agreement
discussed below and its Spainsat lease discussed below. We
currently estimate that this potential funding requirement from
XTARs partners, in the fourth quarter of 2006, would not
exceed $10 million.
XTAR and Loral Skynet have entered into agreements whereby Loral
Skynet provides to XTAR (i) certain selling, general and
administrative services, (ii) telemetry, tracking and
control services for the XTAR satellite, (iii) transponder
engineering and regulatory support services as needed and
(iv) satellite construction oversight services. XTAR is
currently not making payments under the agreements and
anticipates resuming payments upon the satisfaction of its
Arianespace loan discussed below.
In May 2005, XTAR signed a contract with the
U.S. Department of State for the lease of transponder
capacity. The State Department is authorized pursuant to its
procurement guidelines to lease up to $137.0 million of
capacity under this contract, to the extent that capacity is
available. To date, the U.S. Department of State has
committed to lease two transponders under this contract, having
a total lease value of $19.3 million, and has the right, at
its option, to renew the leases for additional terms, which, if
fully exercised, would bring the total value of the leases to
$34 million. There can be no assurance as to how much, if
any, additional capacity the U.S. Department of State may
lease from XTAR under this contract.
In January 2005, Hisdesat provided XTAR with a convertible loan
in the amount of $10.8 million due 2011, for which Hisdesat
received enhanced governance rights in XTAR. Moreover, if
Hisdesat were to convert the loan into XTAR equity, our equity
interest in XTAR would be reduced to 51%.
XTAR entered into a Launch Services Agreement with Arianespace,
S.A. (Arianespace) providing for launch of its
satellite on Arianespaces Ariane 5 ECA launch vehicle.
Arianespace provided a one-year, $15.8 million, 10%
interest paid-in-kind
loan for a portion of the launch price, secured by certain of
XTARs assets, including the satellite, ground equipment
and rights to the orbital slot. The remainder of the launch
price consists of a revenue-based fee to be paid over time by
XTAR. If XTAR is unable to repay the Arianespace loan when due,
Arianespace may have the right to foreclose on the XTAR assets
pledged as collateral, which would adversely affect our
investment in XTAR. On October 25, 2005, XTAR and
Arianespace entered into an amendment to the loan agreement
pursuant to which Arianespace agreed to extend the maturity date
of the loan to November 2006 in return for XTARs agreement
to make certain amortization and excess cash payments to
Arianespace. As of March 31, 2006, $10.5 million was
outstanding under the Arianespace loan.
XTAR has agreed to lease eight transponders (to be marketed as
XTAR-LANT) on the Spainsat satellite, which has been constructed
by SS/ L for Hisdesat. Spainsat was successfully launched on
March 11, 2006 and commenced service in April 2006.
XTARs lease obligations for such service would initially
amount to $6.2 million per year, growing to
$23 million per year. Under this lease agreement, Hisdesat
may also be entitled under certain circumstances to a share of
the revenues generated on the Spainsat transponders leased by
XTAR.
11
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table presents summary financial data for XTAR (in
millions):
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
Three Months Ended | |
|
|
March 31, 2006 | |
|
March 31, 2005 | |
|
|
| |
|
| |
Revenues
|
|
$ |
3.4 |
|
|
$ |
|
|
Operating loss
|
|
|
(1.2 |
) |
|
|
(0.9 |
) |
Net loss
|
|
|
(2.1 |
) |
|
|
(1.4 |
) |
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
March 31, | |
|
|
|
|
2006 | |
|
December 31, 2005 | |
|
|
| |
|
| |
Current assets
|
|
$ |
3.9 |
|
|
$ |
7.4 |
|
Total assets
|
|
|
136.9 |
|
|
|
142.8 |
|
Current liabilities
|
|
|
13.4 |
|
|
|
21.1 |
|
Long-term liabilities
|
|
|
34.1 |
|
|
|
30.2 |
|
Members equity
|
|
|
89.4 |
|
|
|
91.5 |
|
In 1997, in connection with the privatization of Satmex by the
Mexican Government of its satellite services business, Loral and
Principia S.A. de C.V. (Principia) formed a joint
venture that acquired 75% of the outstanding capital stock of
Satmex. In addition to the $647 million of cash that was
given to the Mexican Government for this 75% interest, as part
of the acquisition, a wholly owned subsidiary of the joint
venture, Servicios Corporativos Satelitales S.A. de C.V.
(Servicios), which held this 75% ownership interest
in Satmex, was required to issue a seven-year government
obligation (Government Obligation) to the Mexican
Government. The Government Obligation had an initial face amount
of $125 million that accreted at 6.03% to $189 million
as of December 30, 2004, its maturity date. There is no
guarantee of this debt by Satmex; however, Loral and Principia
have pledged their respective membership interests in the joint
venture in a collateral trust to support this obligation. In
1999, Loral and Principia increased its investment stake in
Satmex by purchasing direct equity interests in Satmex, which
interests were not pledged in favor of the Mexican Government.
As Servicios did not repay the Government Obligation when due,
the Mexican Government has commenced a liquidation proceeding in
Mexico against Servicios. As part of the contemplated Satmex
restructuring discussed below, it is expected that the Mexican
Government will receive the economic benefit of the shares in
Satmex held by Servicios in full satisfaction of the Government
Obligation, while the direct equity interests in Satmex held by
Loral and Principia will be converted to 1.33% and 0.67%,
respectively, of the outstanding common equity interest in a
restructured Satmex.
As a consequence of various defaults, by Satmex in respect of
its debt securities, including its failure to repay such
securities on their maturity date, on May 25, 2005, certain
holders of Satmex fixed rate notes and the floating rate notes
(the Petitioning Creditors) commenced an involuntary
chapter 11 case (the Involuntary Case) under
the Bankruptcy Code against Satmex in the U.S. Bankruptcy
Court. On June 29, 2005, Satmex filed a petition for
reorganization in Mexico (the Concurso Mercantil).
On July 7, 2005, Satmex filed a motion in the
U.S. Bankruptcy Court to dismiss the Involuntary Case.
Satmex subsequently reached a settlement agreement with the
Petitioning Creditors premised upon, among other things, the
parties consenting to the dismissal of the Involuntary Case and
Satmex commencing a case under section 304 (the 304
Proceeding) of the Bankruptcy Code in the
U.S. Bankruptcy Court as a case ancillary to the Concurso
Mercantil. In April 2006, Satmex, the holders of a majority of
its floating rate notes and the holders of more than two-thirds
of its fixed rate notes, together with Loral, Principia and
Servicios, entered into an agreement (the Satmex
Restructuring Agreement)
12
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
to restructure Satmexs existing indebtedness and re-align
its capital structure. This agreement provides for the filing of
a restructuring plan with the Mexican court where the Concurso
Mercantil proceeding is pending, which, in turn, will provide
for the final implementation of the restructuring through the
commencement of a case under chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court and the prosecution of a
pre-negotiated plan of reorganization under chapter 11 of
the Bankruptcy Code. The obligations of the parties to support
the restructuring are subject to a number of timing and other
conditions, including the receipt of necessary governmental
regulatory and judicial approvals and the acceptance of the
restructuring by holders of at least two-thirds of the floating
rate notes. Upon consummation of this restructuring, the equity
of Satmex will be held 78% by the holders of Satmexs fixed
rate notes, 20% by the Mexican Government and Servicios (for the
benefit of the Mexican Government) and 2% in the aggregate by
Loral and Principia. The Satmex Restructuring Agreement further
provides that all of these shares of Satmex, including the
shares to be issued to Loral, will be transferred to a Mexican
equity trust for the purpose of facilitating a potential sale of
100% of the equity of Satmex.
As of March 31, 2006, we had a 49% indirect economic
interest in Satmex. We account for Satmex using the equity
method. In the third quarter of 2003, we wrote off our remaining
investment in Satmex of $29 million (as an increase to its
equity loss), due to the financial difficulties that Satmex was
having. As a result, and because we have no future funding
requirements relating to this investment, there is no
requirement for us to provide for our allocated share of
Satmexs net losses subsequent to September 30, 2003.
|
|
|
Satmex Settlement Agreement |
On June 14, 2005, Loral Space & Communications
Holdings Corporation (LSCC), Loral Skynet, a
division of Loral SpaceCom, Loral Skynet Network Services, Inc.
(LSNS) and SS/ L (collectively the Loral
Entities) and Satmex entered into an agreement to be
implemented through various amendments and agreements with
respect to various transactions involving the Loral Entities and
Satmex (the Settlement Agreement), including but not
limited to the contract for the procurement of Satmex 6 between
SS/ L and Satmex (the Satmex 6 SPA), the management
services agreement among Loral SpaceCom, Principia and Satmex
(the Management Services Agreement), the license
agreement between Loral SpaceCom and Satmex (the License
Agreement), and various transponder agreements between
certain of the Loral Entities and Satmex. Pursuant to the terms
of the Settlement Agreement, Satmex and the Loral Entities
agreed to offset certain amounts owing between them, and SS/ L
agreed to give Satmex an allowed claim of $3.7 million in
SS/ Ls Chapter 11 Case. In addition, SS/ L and Satmex
terminated their respective obligations under the Satmex 6 SPA,
and entered into a new contract pursuant to which SS/ L agreed
to perform certain additional work, as well as renewed its
commitment to provide its continued support for the launch of
Satmex 6 provided that SS/ Ls obligation to provide
certain services under the new contract is expressly subject to
certain conditions, including Satmex obtaining the approval of
the Settlement Agreement and the underlying transactions with
any court(s) and other authorities with jurisdiction over its
reorganization proceeding. Also pursuant to the Settlement
Agreement, Loral SpaceCom and Satmex agreed to terminate the
Management Services Agreement and the License Agreement. As part
of the consideration for the various benefits conferred by the
Loral Entities to Satmex under the terms of the Settlement
Agreement, including without limitation, the elimination of
Satmexs obligation to make orbital incentive and end of
life bonus payments in respect of Satmex 6, Satmex has
agreed to lease to LSCC for the life of the satellite, without
any further consideration, two 36 MHz Ku-band transponders
and two 36 MHz C-band transponders on Satmex 6 (the
Satmex 6 Lease). Upon emergence from bankruptcy,
LSCC assigned its rights under this lease agreement to SS/ L.
The Settlement Agreement was approved by the Bankruptcy Court on
July 26, 2005 and became effective on August 5, 2005.
Upon receipt of Bankruptcy Court approval, Loral Skynet recorded
income of $4.6 million in the third quarter of 2005
representing the reversal of reserves and accruals recorded in
previous periods. In February 2006, the conciliador in
Satmexs Mexican reorganization proceeding (Concurso
Mercantil) approved the Settlement Agreement.
Concurrently with the execution of the Satmex Restructuring
Agreement and as provided therein, Satmex, the Loral Entities,
the holders of a majority of its floating rate notes and the
holders of more than two-thirds of its
13
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
fixed rate notes entered into a stipulation, agreement and order
pursuant to which they agreed, among other things, that Satmex
will file a motion to assume the Settlement Agreement and its
underlying agreements within five (5) days after the
commencement of any chapter 11 case. This stipulation,
agreement and order has been approved by the Bankruptcy Court in
Satmexs 304 Proceeding. The Satmex Restructuring Agreement
further provides that on the effective date of the restructuring
contemplated therein, the Satmex 6 Lease, as well as a lease
agreement between Satmex and Loral Skynet for three transponders
on Satmex 5, will be converted from a lease arrangement to
a usufructo, a property right under Mexican law which
grants the holder a right of use to the subject property. There
can be no assurance that Satmex will be able to effect the
restructuring set forth in the Satmex Restructuring Agreement,
or that if such restructuring fails, that it will be able to
consummate any other restructuring. We have not recorded the
financial benefit of the Satmex 6 Lease pending the launch of
Satmex 6, which is currently scheduled to occur in the
second quarter of 2006.
|
|
8. |
Goodwill and Other Intangible Assets |
Goodwill was established in connection with our adoption of
fresh-start accounting. See Note 4 to the consolidated
financial statements contained in the Companys Annual
Report on
Form 10-K for the
year ended December 31, 2005 filed with the Securities and
Exchange Commission.
Other Intangible Assets, net of accumulated amortization, were
$127 million and $137 million as of March 31,
2006 and December 31, 2005, respectively, and are included
in Other Assets on our condensed consolidated balance sheet.
Other Intangible Assets were established in connection with our
adoption of fresh-start accounting. See Note 4 to the
consolidated financial statements contained in the
Companys Annual Report on
Form 10-K for the
year ended December 31, 2005 filed with the SEC. Other
Intangible Assets consists of (in millions, except years):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average | |
|
March 31, 2006 | |
|
December 31, 2005 | |
|
|
Remaining | |
|
| |
|
| |
|
|
Amortization Period | |
|
Gross | |
|
Accumulated | |
|
Gross | |
|
Accumulated | |
|
|
(Years) | |
|
Amount | |
|
Amortization | |
|
Amount | |
|
Amortization | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Internally developed software and technology
|
|
|
5 |
|
|
$ |
59.8 |
|
|
$ |
(5.5 |
) |
|
$ |
59.8 |
|
|
$ |
(2.7 |
) |
Orbital slots
|
|
|
10 |
|
|
|
10.8 |
|
|
|
(0.7 |
) |
|
|
15.8 |
|
|
|
(0.8 |
) |
Trade names
|
|
|
20 |
|
|
|
13.2 |
|
|
|
(0.3 |
) |
|
|
13.2 |
|
|
|
(0.2 |
) |
Customer relationships
|
|
|
14 |
|
|
|
20.0 |
|
|
|
(0.7 |
) |
|
|
20.0 |
|
|
|
(0.3 |
) |
Customer contracts
|
|
|
7 |
|
|
|
32.0 |
|
|
|
(3.7 |
) |
|
|
32.0 |
|
|
|
(2.1 |
) |
Other intangibles
|
|
|
4 |
|
|
|
2.7 |
|
|
|
(0.3 |
) |
|
|
2.7 |
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
138.5 |
|
|
$ |
(11.2 |
) |
|
$ |
143.5 |
|
|
$ |
(6.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total amortization expense for other intangible assets was
$5.4 million and $0.8 million for the three months
ended March 31, 2006 and 2005, respectively. Annual
amortization expense for other intangible assets for the five
years ended December 31, 2010 is estimated to be as follows
(in millions):
|
|
|
|
|
2006
|
|
$ |
21.1 |
|
2007
|
|
|
19.9 |
|
2008
|
|
|
19.3 |
|
2009
|
|
|
18.3 |
|
2010
|
|
|
14.6 |
|
14
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
March 31, | |
|
December 31, | |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
(In thousands) | |
Loral Skynet 14.0% senior secured notes due 2015 (principal
amount $126 million)
|
|
$ |
128,166 |
|
|
$ |
128,191 |
|
On November 21, 2005, pursuant to the Plan of
Reorganization, Loral Skynet issued $126 million of
14% Senior Secured Notes due 2015, which notes are
guaranteed on a senior secured basis by our subsidiary Loral
Asia Pacific Satellite (HK) Limited and all of Loral
Skynets existing domestic, wholly-owned subsidiaries.
During the first four years after the Effective Date, we may
redeem the notes at a redemption price of 110% plus accrued and
unpaid interest, but only if we do not receive an objection
notice from holders of two-thirds of the principal amount of the
notes. After this four-year period, the notes are redeemable at
our option at a redemption price of 110%, declining over time to
100% in 2014, plus accrued and unpaid interest. The Loral Skynet
Notes bear interest at a rate of 14% per annum payable in
cash semi-annually, except that interest will be payable in-kind
to the extent that the amount of such interest would exceed
certain adjusted EBITDA calculations for Loral Skynet, as
detailed in the indenture. The proceeds from the Loral Skynet
Notes have been used by Loral Skynet to finance, in part, the
consummation of the Plan of Reorganization and the payment of
the fees and expenses relating thereto.
|
|
|
SS/L Letter of Credit Facility |
On November 21, 2005, SS/L entered into a $20 million
letter of credit agreement with JPMorgan Chase Bank. The
agreement provides, among other things, for the amendment and
restatement of SS/Ls then existing letter of credit
facility such that any existing letters of credit issued and
outstanding became letters of credit under this new letter of
credit agreement. The letters of credit are available from
November 21, 2005 until the earlier of the termination by
SS/L of the $20 million commitment, or December 31,
2006. Outstanding letters of credit are fully cash
collateralized. As of March 31, 2006, $2.4 million of
letters of credit under this facility were issued and
outstanding.
|
|
10. |
Commitments and Contingencies |
We are obligated to pay $5.0 million over the next three
years to the U.S. Department of State pursuant to a consent
agreement entered into by Old Loral and SS/L.
SS/L has deferred revenue and accrued liabilities for
performance warranty obligations relating to satellites sold to
customers, which could be affected by future performance. SS/L
accounts for satellite performance warranties in accordance with
the product warranty provisions of FIN 45, which requires
disclosure, but not initial recognition and measurement, of
performance guarantees. SS/L estimates the deferred revenue for
its warranty obligations based on historical satellite
performance. SS/L periodically reviews and adjusts the deferred
revenue and accrued liabilities for warranty reserves based on
the actual performance of each satellite and remaining warranty
period. A reconciliation of such deferred amounts for the three
months ended March 31, 2006, is as follows (in millions):
|
|
|
|
|
Balance of deferred amounts at January 1, 2006
|
|
$ |
40.5 |
|
Accruals for deferred amounts issued during the period
|
|
|
|
|
Accruals relating to pre-existing contracts (including changes
in estimates)
|
|
|
(0.4 |
) |
|
|
|
|
Balance of deferred amounts at March 31, 2006
|
|
$ |
40.1 |
|
|
|
|
|
15
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Many of SS/Ls satellite contracts permit SS/Ls
customers to pay a portion of the purchase price for the
satellite over time subject to the continued performance of the
satellite (orbitals) and certain of SS/Ls
satellite contracts require SS/L to provide vendor financing to
its customers, or a combination of these contractual terms. Some
of these arrangements are provided to customers that are
start-up companies or
companies in the early stages of building their businesses.
There can be no assurance that these companies or their
businesses will be successful and, accordingly, that these
customers will be able to fulfill their payment obligations
under their contracts with SS/L. Moreover, SS/Ls receipt
of orbital payments is subject to the continued performance of
its satellites generally over the contractually stipulated life
of the satellites. Since these orbital receivables could be
affected by future satellite performance, there can be no
assurance that SS/L will be able to collect all or a portion of
these receivables.
Loral Skynet has in the past entered into prepaid leases, sales
contracts and other arrangements relating to transponders on its
satellites. Under the terms of these agreements, as of
March 31, 2006, Loral Skynet continues to provide for a
warranty for periods of two years to eight years for sales
contracts and other arrangements (seven transponders), and
prepaid leases (two transponders). Depending on the contract,
Loral Skynet may be required to replace transponders which do
not meet operating specifications. Substantially all customers
are entitled to a refund equal to the reimbursement value if
there is no replacement, which is normally covered by insurance.
In the case of the sales contracts, the reimbursement value is
based on the original purchase price plus an interest factor
from the time the payment was received to acceptance of the
transponder by the customer, reduced on a straight-line basis
over the warranty period. In the case of prepaid leases, the
reimbursement value is equal to the unamortized portion of the
lease prepayment made by the customer. For other arrangements,
in the event of transponder failure where replacement capacity
is not available on the satellite, one customer is not entitled
to reimbursement, and the other customers reimbursement
value is based on contractually prescribed amounts that decline
over time.
Satellites are built with redundant components or additional
components to provide excess performance margins to permit their
continued operation in case of component failure, an event that
is not uncommon in complex satellites. Twenty of the satellites
built by SS/L and launched since 1997, three of which are owned
and operated by our subsidiaries or affiliates, have experienced
losses of power from their solar arrays. There can be no
assurance that one or more of the affected satellites will not
experience additional power loss. In the event of additional
power loss, the extent of the performance degradation, if any,
will depend on numerous factors, including the amount of the
additional power loss, the level of redundancy built into the
affected satellites design, when in the life of the
affected satellite the loss occurred, how many transponders are
then in service and how they are being used. It is also possible
that one or more transponders on a satellite may need to be
removed from service to accommodate the power loss and to
preserve full performance capabilities on the remaining
transponders. A complete or partial loss of a satellites
capacity could result in a loss of orbital incentive payments to
SS/L and, in the case of satellites owned by Loral Skynet and
its affiliates, a loss of revenues and profits. With respect to
satellites under construction and the construction of new
satellites, based on its investigation of the matter, SS/L has
identified and has implemented remediation measures that SS/L
believes will prevent newly launched satellites from
experiencing similar anomalies. SS/L does not expect that
implementation of these measures will cause any significant
delay in the launch of satellites under construction or the
construction of new satellites. Based upon information currently
available, including design redundancies to accommodate small
power losses, and that no pattern has been identified as to the
timing or specific location within the solar arrays of the
failures, we believe that this matter will not have a material
adverse effect on our condensed consolidated financial position
or our results of operations, although no assurance can be
provided.
In November 2004, Intelsat Americas 7 (formerly
Telstar 7) experienced an anomaly which caused it to
completely cease operations for several days before it was
partially recovered. Four other satellites manufactured by SS/L
for other customers have designs similar to Intelsat Americas 7
and, therefore, could be susceptible to
16
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
similar anomalies in the future. A partial or complete loss of
these satellites could result in the incurrence of warranty
payments by SS/L.
Certain of our satellites are currently operating using
back-up components
because of the failure of primary components. If the
back-up components
fail, however, and we are unable to restore redundancy, these
satellites could lose capacity or be total losses, which would
result in a loss of revenues and profits. For example, in July
2005, in the course of conducting our normal operations, we
determined that the primary command receiver on two of our
satellites had failed. These satellites, which are equipped with
redundant command receivers designed to provide full functional
capability through the full design life of the satellite,
continue to function normally and service to customers has not
been affected. Moreover, SS/L has successfully completed
implementation of a software workaround that fully restores the
redundant command receiver function on each of these satellites.
Two satellites owned by us have the same solar array
configuration as one other 1300-class satellite manufactured by
SS/L that has experienced an event with a large loss of solar
power. SS/L believes that this failure is an isolated event and
does not reflect a systemic problem in either the satellite
design or manufacturing process. Accordingly, we do not believe
that this anomaly will affect our two satellites with the same
solar array configuration. The insurance coverage for these
satellites, however, provides for coverage of losses due to
solar array failures only in the event of a capacity loss of 75%
or more for one satellite and 80% or more for the other
satellite.
We have in the past insured the on-orbit performance of the
satellites in our Satellite Services segment. Typically such
insurance is for one year subject to renewal. It may be
difficult, however, to obtain full insurance coverage for
satellites that have, or are part of a family of satellites that
has, experienced problems in the past. We cannot assure, upon
the expiration of an insurance policy, that we will be able to
renew the policy on terms acceptable to us or that we will not
elect to self-insure and forego insurance for the satellite.
Insurers may require either exclusions of certain components or
may place limitations on coverage in connection with insurance
renewals for such satellites in the future. The loss of a
satellite would have a material adverse effect on our financial
performance and may not be adequately mitigated by insurance.
In connection with an agreement reached in 1999 and an overall
settlement reached in February 2005 with ChinaSat relating to
the delayed delivery of ChinaSat 8, we have provided
ChinaSat with usage rights to two Ku-band transponders on
Telstar 10 for the life of the satellite and to one Ku-band
transponder on Telstar 18 for the life of the Telstar 10
satellite plus two years.
To prevent frequency interference, the regulatory process
requires potentially lengthy and costly negotiations with third
parties who operate or intend to operate satellites at or near
the locations of our satellites. For example, as part of our
coordination efforts on Telstar 12, we agreed to provide
four 54 MHz transponders on Telstar 12 to Eutelsat for
the life of the satellite and have retained risk of loss with
respect to those transponders. In the event of an unrestored
failure, under Loral Skynets related warranty obligation,
Eutelsat would be entitled to compensation on contractually
prescribed amounts that decline over time. We also granted
Eutelsat the right to acquire, at cost, four transponders on the
replacement satellite for Telstar 12. We continue to be in
discussions with other operators on coordination issues. We may
be required to make additional financial concessions in the
future in connection with our coordination efforts. The failure
to reach an appropriate arrangement with a third party having
priority rights at or near one of our orbital slots may result
in substantial restrictions on the use and operation of our
satellite at that location.
SS/L is required to obtain licenses and enter into technical
assistance agreements, presently under the jurisdiction of the
State Department, in connection with the export of satellites
and related equipment, and with the disclosure of technical data
to foreign persons. Due to the relationship between launch
technology and missile technology, the U.S. government has
limited, and is likely in the future to limit, launches from
China and other
17
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
foreign countries. Delays in obtaining the necessary licenses
and technical assistance agreements have in the past resulted
in, and may in the future result in, the delay of SS/Ls
performance on its contracts, which could result in the
cancellation of contracts by its customers, the incurrence of
penalties or the loss of incentive payments under these
contracts.
|
|
|
Class Action Securities Litigations |
In August 2003, plaintiffs Robert Beleson and Harvey Matcovsky
filed a purported class action complaint against Bernard L.
Schwartz in the United States District Court for the Southern
District of New York. The complaint seeks, among other things,
damages in an unspecified amount and reimbursement of
plaintiffs reasonable costs and expenses. The complaint
alleges (a) that Mr. Schwartz violated
Section 10(b) of the Securities Exchange Act of 1934 (the
Exchange Act) and
Rule 10b-5
promulgated thereunder, by making material misstatements or
failing to state material facts about our financial condition
relating to the sale of assets to Intelsat and our
Chapter 11 filing and (b) that Mr. Schwartz is
secondarily liable for these alleged misstatements and omissions
under Section 20(a) of the Exchange Act as an alleged
controlling person of Old Loral. The class of
plaintiffs on whose behalf the lawsuit has been asserted
consists of all buyers of Old Loral common stock during the
period from June 30, 2003 through July 15, 2003,
excluding the defendant and certain persons related to or
affiliated with him. In November 2003, three other complaints
against Mr. Schwartz with substantially similar allegations
were consolidated into the Beleson case. In February
2004, a motion to dismiss the complaint in its entirety was
denied by the court. Defendant filed an answer in March 2004.
The case has been stayed until mid-July 2006. Since this case
was not brought against Old Loral, but only against one of its
officers, we believe, although no assurance can be given, that,
to the extent that any award is ultimately granted to the
plaintiffs in this action, the liability of New Loral, if any,
with respect thereto is limited solely to claims for
indemnification against Old Loral by the defendant as described
below under Indemnification Claims.
In November 2003, plaintiffs Tony Christ, individually and as
custodian for Brian and Katelyn Christ, Casey Crawford, Thomas
Orndorff and Marvin Rich, filed a purported class action
complaint against Bernard L. Schwartz and Richard J. Townsend in
the United States District Court for the Southern District of
New York. The complaint seeks, among other things, damages in an
unspecified amount and reimbursement of plaintiffs
reasonable costs and expenses. The complaint alleges
(a) that defendants violated Section 10(b) of the
Exchange Act and
Rule 10b-5
promulgated thereunder, by making material misstatements or
failing to state material facts about Old Lorals financial
condition relating to the restatement in 2003 of the financial
statements for the second and third quarters of 2002 to correct
accounting for certain general and administrative expenses and
the alleged improper accounting for a satellite transaction with
APT Satellite Company Ltd. and (b) that each of the
defendants is secondarily liable for these alleged misstatements
and omissions under Section 20(a) of the Exchange Act as an
alleged controlling person of Old Loral. The class
of plaintiffs on whose behalf the lawsuit has been asserted
consists of all buyers of Old Loral common stock during the
period from July 31, 2002 through June 29, 2003,
excluding the defendants and certain persons related to or
affiliated with them. In October 2004, a motion to dismiss the
complaint in its entirety was denied by the court. Defendants
filed an answer to the complaint in December 2004. The case has
been stayed until mid-July 2006. Since this case was not brought
against Old Loral, but only against certain of its officers, we
believe, although no assurance can be given, that to the extent
that any award is ultimately granted to the plaintiffs in this
action, the liability of New Loral, if any, with respect thereto
is limited solely to claims for indemnification against Old
Loral by the defendants as described below under
Indemnification Claims.
|
|
|
Class Action ERISA Litigation |
In April 2004, two separate purported class action lawsuits
filed in the United States District Court for the Southern
District of New York by former employees of Old Loral and
participants in the Old Loral Savings Plan
18
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(the Savings Plan) were consolidated into one action
titled In re: Loral Space ERISA Litigation. In July 2004,
plaintiffs in the consolidated action filed an amended
consolidated complaint against the members of the Loral
Space & Communications Ltd. Savings Plan Administrative
Committee and certain existing and former members of the Board
of Directors of SS/L, including Bernard L. Schwartz. The amended
complaint seeks, among other things, damages in the amount of
any losses suffered by the Savings Plan to be allocated among
the participants individual accounts in proportion to the
accounts losses, an order compelling defendants to make
good to the Savings Plan all losses to the Savings Plan
resulting from defendants alleged breaches of their
fiduciary duties and reimbursement of costs and attorneys
fees. The amended complaint alleges (a) that defendants
violated Section 404 of the Employee Retirement Income
Security Act (ERISA), by breaching their fiduciary
duties to prudently and loyally manage the assets of the Savings
Plan by including Old Loral common stock as an investment
alternative and by providing matching contributions under the
Savings Plan in Old Loral stock, (b) that the director
defendants violated Section 404 of ERISA by breaching their
fiduciary duties to monitor the committee defendants and to
provide them with accurate information, (c) that defendants
violated Sections 404 and 405 of ERISA by failing to
provide complete and accurate information to Savings Plan
participants and beneficiaries, and (d) that defendants
violated Sections 404 and 405 of ERISA by breaching their
fiduciary duties to avoid conflicts of interest. The class of
plaintiffs on whose behalf the lawsuit has been asserted
consists of all participants in or beneficiaries of the Savings
Plan at any time between November 4, 1999 and the present
and whose accounts included investments in Old Loral stock. In
September 2005, the plaintiffs agreed in principle to settle
this case for $7.5 million payable solely from proceeds of
insurance coverage and without recourse to the individual
defendants. The District Court has suspended further proceedings
in this case pending the outcome of the insurance litigation
referred to below and final approval of the settlement.
Plaintiffs have also filed a proof of claim against Old Loral
with respect to this case and have agreed that in no event will
their claim against Old Loral with respect to this case exceed
$22 million. If the settlement of this case does not, for
whatever reason, go forward and plaintiffs claim
ultimately becomes an allowed claim under the Plan of
Reorganization, plaintiffs would be entitled to a distribution
under the Plan of Reorganization of New Loral common stock based
upon the amount of the allowed claim. Any such distribution of
stock would be in addition to the 20 million shares of New
Loral common stock being distributed under the Plan of
Reorganization to other creditors.
In addition, two insurers under our directors and officers
liability insurance policies have denied coverage with respect
to the case titled In re: Loral Space ERISA Litigation,
each claiming that coverage should be provided under the
others policy. In December 2004, one of the defendants in
that case filed a lawsuit in the United States District Court
for the Southern District of New York seeking a declaratory
judgment as to his right to receive coverage under the policies.
In March 2005, the insurers filed answers to the complaint and
one of the insurers filed a cross claim against the other
insurer which such insurer answered in April 2005. In August and
October 2005, each of the two potentially responsible insurers
moved separately for judgment on the pleadings, seeking a court
ruling absolving it of liability to provide coverage of the
ERISA action. In March 2006, the court granted the motion of one
of the insurers and denied the motion of the other insurer. The
parties are awaiting direction from the court as to how to
proceed. We believe, although no assurance can be given, that
the liability of New Loral, if any, with respect to the In
re: Loral Space ERISA Litigation case or with respect to the
related insurance coverage litigation is limited solely to
claims for indemnification against Old Loral by the defendants
as described below under Indemnification Claims and,
to the extent that any award is ultimately granted to the
plaintiffs in this action, to distributions under the Plan of
Reorganization as described above.
|
|
|
Globalstar Related Class Action Securities
Litigations |
On September 26, 2001, the nineteen separate purported
class action lawsuits filed in the United States District Court
for the Southern District of New York by various holders of
securities of Globalstar Telecommunications Limited
(GTL) and Globalstar, L.P. (Globalstar)
against GTL, Old Loral, Bernard L. Schwartz and other defendants
were consolidated into one action titled
In re: Globalstar Securities Litigation. In
November 2001, plaintiffs in the consolidated action filed a
consolidated amended class action complaint against Globalstar,
19
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
GTL, Globalstar Capital Corporation, Old Loral and Bernard L.
Schwartz seeking, among other things, damages in an unspecified
amount and reimbursement of plaintiffs costs and expenses.
The complaints alleged (a) that all defendants (except Old
Loral) violated Section 10(b) of the Exchange Act and
Rule 10b-5
promulgated thereunder, by making material misstatements or
failing to state material facts about Globalstars business
and prospects, (b) that defendants Old Loral and
Mr. Schwartz are secondarily liable for these alleged
misstatements and omissions under Section 20(a) of the
Exchange Act as alleged controlling persons of
Globalstar, (c) that defendants GTL and Mr. Schwartz
are liable under Section 11 of the Securities Act of 1933
(the Securities Act) for untrue statements of
material facts in or omissions of material facts from a
registration statement relating to the sale of shares of GTL
common stock in January 2000, (d) that defendant GTL is
liable under Section 12(2)(a) of the Securities Act for
untrue statements of material facts in or omissions of material
facts from a prospectus and prospectus supplement relating to
the sale of shares of GTL common stock in January 2000, and
(e) that defendants Old Loral and Mr. Schwartz are
secondarily liable under Section 15 of the Securities Act
for GTLs primary violations of Sections 11 and
12(2)(a) of the Securities Act as alleged controlling
persons of GTL. The class of plaintiffs on whose behalf
the lawsuit has been asserted consists of all buyers of
securities of Globalstar, Globalstar Capital and GTL during the
period from December 6, 1999 through October 27, 2000,
excluding the defendants and certain persons related to or
affiliated with them. This case was preliminarily settled by
Mr. Schwartz in July 2005 for $20 million with final
approval of the settlement in December 2005, and he has
commenced a lawsuit against Globalstars directors and
officers liability insurers seeking to recover the full
settlement amount plus legal fees and expenses incurred in
enforcing his rights under Globalstars directors and
officers liability insurance policy. In addition,
Mr. Schwartz has filed a proof of claim against Old Loral
asserting a general unsecured prepetition claim for, among other
things, indemnification relating to this case. Mr. Schwartz
and Old Loral have agreed that in no event will his claim
against Old Loral with respect to the settlement of this case
exceed $25 million. If Mr. Schwartzs claim
ultimately becomes an allowed claim under the Plan of
Reorganization and assuming he is not reimbursed by
Globalstars insurers, Mr. Schwartz would be entitled
to a distribution under the Plan of Reorganization of New Loral
common stock based upon the amount of the allowed claim. Any
such distribution of stock would be in addition to the
20 million shares of New Loral common stock being
distributed under the Plan of Reorganization to other creditors.
We believe, although no assurance can be given, that New Loral
will not incur any material loss as a result of this settlement.
On March 2, 2002, the seven separate purported class action
lawsuits filed in the United States District Court for the
Southern District of New York by various holders of Old Loral
common stock against Old Loral, Bernard L. Schwartz and Richard
J. Townsend were consolidated into one action titled In re:
Loral Space & Communications Ltd. Securities
Litigation. On May 6, 2002, plaintiffs in the
consolidated action filed a consolidated amended class action
complaint seeking, among other things, damages in an unspecified
amount and reimbursement of plaintiffs costs and expenses.
The complaint alleged (a) that all defendants violated
Section 10(b) of the Exchange Act and
Rule 10b-5
promulgated thereunder, by making material misstatements or
failing to state material facts about Old Lorals financial
condition and its investment in Globalstar and (b) that
Mr. Schwartz is secondarily liable for these alleged
misstatements and omissions under Section 20(a) of the
Exchange Act as an alleged controlling person of Old
Loral. The class of plaintiffs on whose behalf the lawsuit has
been asserted consists of all buyers of Old Loral common stock
during the period from November 4, 1999 through
February 1, 2001, excluding the defendants and certain
persons related to or affiliated with them. After oral argument
on a motion to dismiss filed by Old Loral and
Messrs. Schwartz and Townsend, in June 2003, the plaintiffs
filed an amended complaint alleging essentially the same claims
as in the original amended complaint. In February 2004, a motion
to dismiss the amended complaint was granted by the court
insofar as Messrs. Schwartz and Townsend are concerned.
Pursuant to the Plan of Reorganization, plaintiffs received no
distribution with respect to their claims in this lawsuit.
In addition, the primary insurer under the directors and
officers liability insurance policy of Old Loral has denied
coverage under the policy for the In re: Loral
Space & Communications Ltd. Securities Litigation
case
20
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
and, on March 24, 2003, filed a lawsuit in the Supreme
Court of New York County seeking a declaratory judgment
upholding its coverage position. In May 2003, Old Loral and the
other defendants served an answer and filed counterclaims
seeking a declaration that the insurer is obligated to provide
coverage and damages for breach of contract and the implied
covenant of good faith. In May 2003, Old Loral and the other
defendants also filed a third party complaint against the excess
insurers seeking a declaration that they are obligated to
provide coverage. In April 2006, the primary insurer indicated
its intent to proceed with the litigation. We believe that the
insurers have wrongfully denied coverage and, although no
assurance can be given, that the liability of New Loral, if any,
with respect to the In re: Loral Space &
Communications Ltd. Securities Litigation case or with
respect to the related insurance coverage litigation is limited
solely to claims for indemnification against Old Loral by the
defendants as described below under Indemnification
Claims.
Old Loral was obligated to indemnify its directors and officers
for any losses or costs they may incur as a result of the
lawsuits described above in Class Action Securities
Litigations, Class Action ERISA Litigation and Globalstar
Related Class Action Securities Litigations. The Plan of
Reorganization provides that the direct liability of New Loral
post-emergence in respect of such indemnity obligation is
limited to the In re: Loral Space ERISA Litigation and
In re: Loral Space & Communications Ltd. Securities
Litigation cases in an aggregate amount of
$2.5 million. In addition, most directors and officers have
filed proofs of claim in unliquidated amounts with respect to
the prepetition indemnity obligations of the Debtors. The
Debtors and these directors and officers, including
Mr. Schwartz with respect to all claims he may have other
than the Globalstar settlement for which he has a separate
indemnity claim of up to $25 million as described above,
have agreed that in no event will their indemnity claims against
Old Loral and Loral Orion in the aggregate exceed
$25 million and $5 million, respectively. If any of
these claims ultimately becomes an allowed claim under the Plan
of Reorganization, the claimant would be entitled to a
distribution under the Plan of Reorganization of New Loral
common stock based upon the amount of the allowed claim. Any
such distribution of stock would be in addition to the
20 million shares of New Loral common stock being
distributed under the Plan of Reorganization to other creditors.
We believe, although no assurance can be given, that New Loral
will not incur any substantial losses as a result of these
claims.
In connection with our Plan of Reorganization, certain claims
have been filed against Old Loral and its Debtor Subsidiaries,
the validity or amount of which we dispute. We are in the
process of resolving these disputed claims, which may involve
litigation in the Bankruptcy Court. To the extent any disputed
claims become allowed claims, the claimants would be entitled to
distributions under the Plan of Reorganization based upon the
amount of the allowed claim, payable either in cash for claims
against SS/L or Loral SpaceCom or in New Loral common stock for
all other claims. We have accrued only the amount we believe is
valid for disputed claims payable in cash, although there can be
no assurance that this amount will be sufficient to cover all
such claims that ultimately become allowed claims. We have
reserved 1.2 million of the 20 million shares of New
Loral common stock distributable under the Plan of
Reorganization for disputed claims that may ultimately be
payable in common stock. To the extent that disputed claims do
not become allowed claims, shares held in reserve on account of
such claims will be distributed pursuant to the Plan of
Reorganization pro rata to claimants with allowed claims.
Confirmation of our Plan of Reorganization was opposed by the
Official Committee of Equity Security Holders (the Equity
Committee) appointed in the Chapter 11 Cases and by
the LSPC. Shortly before the hearing to consider confirmation of
the Plan of Reorganization, the Equity Committee also filed a
motion seeking authority to prosecute an action on behalf of the
estates of Old Loral and its Debtor Subsidiaries seeking to
unwind as fraudulent, a guarantee provided by Old Loral in 2001,
of certain indebtedness of Loral Orion, Inc. (the Motion
to Prosecute). By separate Orders dated August 1,
2005, the Bankruptcy Court confirmed the Plan
21
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
of Reorganization (the Confirmation Order) and
denied the Motion to Prosecute (the Denial Order).
On or about August 10, 2005, the LSPC appealed (the
Confirmation Appeal) to the United States District
Court for the Southern District of New York (the District
Court) the Confirmation Order and the Denial Order. On
February 3, 2006, we filed with the District Court a motion
to dismiss the Confirmation Appeal. The motion is now fully
submitted and awaiting decision.
On or about January 27, 2006, the LSPC filed with the
Bankruptcy Court a motion pursuant to section 1144 of the
Bankruptcy Code (the Revocation Motion), pursuant to
which the LSPC sought revocation of the Confirmation Order. On
February 6, 2006, we filed an objection to the Revocation
Motion, in which we objected to the relief sought in the
Revocation Motion and requested that the Bankruptcy Court impose
sanctions against the LSPC. At a hearing before the Bankruptcy
Court on April 10, 2006 to consider the LSPCs
Revocation Motion, the LSPC withdrew the Revocation Motion, with
prejudice, and, on April 18, 2006, the Bankruptcy Court
entered an order (the Revocation Withdrawal Order)
confirming that such motion was withdrawn, with prejudice. On
April 27, 2006, the LSPC filed an appeal of the Revocation
Withdrawal Order.
At a hearing held on March 29, 2005, the Bankruptcy Court
denied the Motion of the LSPC for a Court Order for Relief
From Automatic Stay and Order for the Annual Election of the
Loral Board of Directors (the Election
Motion). Pursuant to the Election Motion, the LSPC sought
an order compelling Old Loral to hold an annual meeting of
shareholders. Although the Bankruptcy Court did not enter its
Order denying the Election Motion until March 31, 2005, on
March 30, 2005, the LSPC filed with the Bankruptcy Court a
Notice of Appeal of the Bankruptcy Courts denial of the
Election Motion (the Shareholder Meeting Appeal).
This appeal is currently on the courts active calendar,
and the LSPC has been instructed to file its brief. The court
has stated, however, that we need not respond to that brief
until further notice from the court, pending resolution of the
motion to dismiss the Confirmation Appeal. In connection with
the Shareholder Meeting Appeal, in March 2006, our attorneys
were provided by electronic mail with a copy of the LSPCs
Application for Permission to Certify Interlocutory Appeal
to Judge Joness Recent Orders Regarding LSPCs Appeal
of Robert Drains Denial to Order an Annual Meeting and to
Elect Directors (the LSPC Interlocutory
Application). In April 2006, we filed a Memorandum of Law
in Opposition to the LSPC Interlocutory Application. We have
received no notification from the District Court as to the LSPC
Interlocutory Application.
The LSPC has also filed various appeals of Bankruptcy Court
orders relating to fees and expenses of professionals paid by
the Debtors in the Chapter 11 Cases. In particular, on
March 24, 2006, the LSPC filed a Notice of Partial
Appeal of the order of the Bankruptcy Court entered on
March 8, 2006 granting the final fee applications of
certain of the retained professionals in the Chapter
11 Cases. In addition, on April 27, 2006, the LSPC
filed an appeal of the Bankruptcy Courts order entered on
April 20, 2006 denying the LSPCs motion for
disgorgement of fees paid by the Debtors to their
financial advisor, Greenhill & Co. Also, on
April 27, 2006, the LSPC filed an appeal of the order of
the Bankruptcy Court entered on April 20, 2006 denying the
LSPCs application seeking reimbursement from the
Debtors estates of certain fees and expenses incurred by
the LSPC in connection with the Chapter 11 Cases.
In November 2005, a shareholder of Old Loral on behalf of the
LSPC filed with the FCC a petition for reconsideration of the
FCCs approval of the transfer of our FCC licenses from Old
Loral to reorganized Loral in connection with the implementation
of our Plan of Reorganization and a request for investigation by
the FCC into the financial matters and actions of the Company
(the FCC Appeal). In December 2005, we filed with
the FCC our opposition to the FCC Appeal.
|
|
|
Other and Routine Litigation |
In October 2002, National Telecom of India Ltd.
(Natelco) filed suit against Old Loral and a
subsidiary in the United States District Court for the Southern
District of New York. The suit relates to a joint venture
agreement entered into in 1998 between Natelco and ONS
Mauritius, Ltd., a Loral Orion subsidiary, the
22
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
effectiveness of which was subject to express conditions
precedent. In 1999, ONS Mauritius had notified Natelco that
Natelco had failed to satisfy those conditions precedent. In
Natelcos amended complaint filed in March 2003, Natelco
has alleged wrongful termination of the joint venture agreement,
has asserted claims for breach of contract and fraud in the
inducement and is seeking damages and expenses in the amount of
$97 million. Natelco has filed a proof of claim in the
Chapter 11 Cases and, in response, we have filed an
objection stating our belief that the claims are without merit.
The Bankruptcy Court has assumed jurisdiction over this claim.
After a hearing on March 15, 2006, the Bankruptcy Court
granted both our motion for summary judgment and our motion to
dismiss with respect to Natelcos claim for breach of
contract. The Bankruptcy Court denied our motion for summary
judgment with respect to Natelcos fraudulent inducement
claim and, as requested, has been provided with further briefing
with respect to our motion to dismiss that claim, which motion
is pending before the court. In addition, in April 2006, Natelco
filed a motion in the Bankruptcy Court for leave to further
amend its amended complaint. This motion is currently scheduled
to be heard on May 19, 2006. We believe that, if
Natelcos pre-petition unsecured claim ultimately becomes
an allowed claim, the liability of New Loral would be limited
solely to a distribution of New Loral common stock under the
Plan of Reorganization based upon the amount of the allowed
claim.
SS/L has entered into several long-term launch services
agreements with various launch providers to secure future
launches for its customers, including Loral and its affiliates.
SS/L had launch services agreements with International Launch
Services (ILS) which covered a number of launches,
three of which remained open. In November 2002, SS/L elected to
terminate one of those future launches, which had a termination
liability equal to SS/Ls deposit of $5 million.
Subsequently, SS/L received a letter from ILS alleging
SS/Ls breach of the agreements and purporting to terminate
the launch service agreements and all remaining launches.
Despite ILSs wrongful termination of the agreements and
all remaining launches, to protect its interest, SS/L also
terminated a second launch, which had a termination liability
equal to its deposit of $5 million, but reserved all of its
rights against ILS. As a result, SS/L recognized a non-cash
charge to earnings of $10 million in the fourth quarter of
2002 with respect to the two terminated launches. In June 2003,
to protect its interest, SS/L also terminated a third launch,
which had a termination liability equal to $23.5 million,
and SS/L recognized a non-cash charge to earnings of
$23.5 million in the second quarter of 2003 with respect to
this launch. SS/L also reserved all of its rights at that time
against ILS. In April 2004, SS/L commenced an adversary
proceeding against ILS in the Bankruptcy Court to seek recovery
of $37.5 million of its deposits. In June 2004, ILS filed
counterclaims in the Bankruptcy Court, and, in January 2005, the
Bankruptcy Court dismissed two of ILSs four counterclaims.
In the two remaining counterclaims, ILS is seeking to recover
damages, in an unspecified amount, as a result of our alleged
failure to assign to ILS two satellite launches and
$38 million in lost revenue due to our alleged failure to
comply with a contractual obligation to assign to ILS the launch
of another satellite. After a hearing in October 2005 on cross
motions for summary judgment, the Bankruptcy Court ruled that
SS/L is entitled to recover from ILS at least $9 million,
representing the excess of the deposits that SS/L paid to ILS
over the termination liabilities. The Bankruptcy Court further
ruled that this $9 million payment is subject to ILSs
counterclaims which we believe are without merit and against
which we intend to defend vigorously. In addition, the
Bankruptcy Court ruled that ILS wrongfully terminated the launch
service agreements with SS/L but that whether SS/L is entitled
to the $28.5 million in remaining deposits involves factual
questions that must be the subject of a trial after further
discovery. We do not believe that this matter will have a
material adverse effect on our consolidated financial position
or results of operations, although no assurance can be provided.
In March 2001, Loral entered into an agreement (the
Rainbow DBS Sale Agreement) with Rainbow DBS
Holdings, Inc. (Rainbow Holdings) pursuant to which
Loral agreed to sell to Rainbow Holdings its interest in Rainbow
DBS Company, LLC (formerly R/L DBS Company, LLC,
Rainbow DBS) for a purchase price of
$33 million plus interest at an annual rate of 8% from
April 1, 2001. Lorals receipt of this purchase price
is, however, contingent on the occurrence of certain events,
including without limitation, the sale of substantially all of
the assets of Rainbow DBS. At the time of the Rainbow DBS Sale
Agreement, Lorals investment in Rainbow DBS had been
recorded at zero and Loral did not record a receivable or gain
from this sale. During the quarter
23
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
ended March 31, 2005, Rainbow DBS entered into an agreement
to sell its Rainbow 1 satellite and related assets to EchoStar
Communications Corporation, which sale was consummated in
November 2005. Rainbow Holdings, however, has informed Loral
that it does not believe that Loral is entitled to receive an
immediate payment of the purchase price under the Rainbow DBS
Sale Agreement as a result of the EchoStar sale transaction.
Loral disputes Rainbow Holdings interpretation of the
agreement and, in September 2005, commenced a lawsuit in the
Supreme Court of the State of New York to enforce its rights
thereunder. Moreover, a third party has asserted a prepetition
claim against Loral in the amount of $3 million with
respect to the purchase price.
We are subject to various other legal proceedings and claims,
either asserted or unasserted, that arise in the ordinary course
of business. Although the outcome of these legal proceedings and
claims cannot be predicted with certainty, we do not believe
that any of these other existing legal matters will have a
material adverse effect on our consolidated financial position
or our results of operations.
Basic loss per share is computed based upon the weighted average
number of shares of common stock outstanding. Diluted loss per
share for 2005 excludes the assumed conversion of the Old Loral
Series C Preferred Stock (936,371 shares) and the Old
Loral Series D Preferred Stock (185,104 shares), as
their effect would have been antidilutive. For the three months
ended March 31, 2006 and 2005, there were 1,390,452 and
2,002,870 options, respectively, outstanding that were excluded
from the calculation of diluted loss per share, as their effect
would have been antidilutive. In addition, for the three months
ended March 31, 2005 there were 617,226 warrants for Old
Loral common stock outstanding that were excluded from the
calculation of diluted loss per share as their effect would have
been antidilutive. The following table sets forth the
computation of basic and diluted loss per share (in thousands,
except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor | |
|
|
Predecessor | |
|
|
Registrant | |
|
|
Registrant | |
|
|
| |
|
|
| |
|
|
Three Months | |
|
|
Three Months | |
|
|
Ended | |
|
|
Ended | |
|
|
March 31, | |
|
|
March 31, | |
|
|
2006 | |
|
|
2005 | |
|
|
| |
|
|
| |
Numerator for basic and diluted loss per share:
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(15,840 |
) |
|
|
$ |
(26,221 |
) |
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
20,000 |
|
|
|
|
44,108 |
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share:
|
|
|
|
|
|
|
|
|
|
|
Loss per share
|
|
$ |
(0.79 |
) |
|
|
$ |
(0.59 |
) |
|
|
|
|
|
|
|
|
We are organized into two operating segments: Satellite Services
and Satellite Manufacturing (see Note 1 regarding our
operating segments).
The common definition of EBITDA is Earnings Before
Interest, Taxes, Depreciation and Amortization. In
evaluating financial performance, we use revenues and operating
income (loss) before depreciation and amortization, including
amortization of stock option compensation, and reorganization
expenses due to bankruptcy (Adjusted EBITDA) as the
measure of a segments profit or loss. Adjusted EBITDA is
equivalent to the common definition of EBITDA before:
reorganization expenses due to bankruptcy; gain on discharge of
pre-petition obligations and fresh-start adjustments; gain
(loss) on investments; other income (expense); equity in net
income (losses) of affiliates; and minority interest, net of
tax. Interest expense has been excluded from Adjusted EBITDA to
maintain comparability with the performance of competitors using
similar measures with different capital structures. During the
period we were in Chapter 11, we only recognized interest
expense on the actual
24
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
interest payments we made. During this period, we did not make
any further interest payments on our debt obligations after
March 17, 2004, the date we repaid our secured bank debt.
Reorganization expenses due to bankruptcy were only incurred
during the period we were in Chapter 11. These expenses
have been excluded from Adjusted EBITDA to maintain
comparability with our results during periods we were not in
Chapter 11 and with the results of competitors using
similar measures. Adjusted EBITDA should be used in conjunction
with U.S. GAAP financial measures and is not presented as
an alternative to cash flow from operations as a measure of our
liquidity or as an alternative to net income as an indicator of
our operating performance.
We believe the use of Adjusted EBITDA along with U.S. GAAP
financial measures enhances the understanding of our operating
results and is useful to investors in comparing performance with
competitors, estimating enterprise value and making investment
decisions. Adjusted EBITDA allows investors to compare operating
results of competitors exclusive of depreciation and
amortization, net losses of affiliates and minority interest.
Adjusted EBITDA is a useful tool given the significant variation
that can result from the timing of capital expenditures, the
amount of intangible assets recorded, the differences in
assets lives, the timing and amount of investments, and
effects of investments not managed by us. Adjusted EBITDA as
used here may not be comparable to similarly titled measures
reported by competitors. We also use Adjusted EBITDA to evaluate
operating performance of our segments, to allocate resources and
capital to such segments, to measure performance for incentive
compensation programs, and to evaluate future growth
opportunities.
25
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Intersegment revenues primarily consists of satellites under
construction by Satellite Manufacturing for Satellite Services
and the leasing of transponder capacity by Satellite
Manufacturing from Satellite Services. Summarized financial
information concerning the reportable segments is as follows (in
millions):
Three Months Ended March 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Satellite | |
|
Satellite | |
|
|
|
|
Successor Registrant |
|
Services | |
|
Manufacturing | |
|
Corporate(1) | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
Revenues and Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues(2)
|
|
$ |
35.5 |
|
|
$ |
136.5 |
|
|
|
|
|
|
$ |
172.0 |
|
Intersegment revenues
|
|
|
0.7 |
|
|
|
2.8 |
|
|
|
|
|
|
|
3.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating segment revenues
|
|
$ |
36.2 |
|
|
$ |
139.3 |
|
|
|
|
|
|
|
175.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eliminations(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues as reported
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
172.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA before eliminations
|
|
$ |
12.6 |
|
|
$ |
5.8 |
|
|
$ |
(6.9 |
) |
|
$ |
11.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eliminations(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.7 |
|
Depreciation and amortization
|
|
$ |
(10.9 |
) |
|
$ |
(5.5 |
) |
|
$ |
(0.5 |
) |
|
|
(16.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6.2 |
) |
Interest and investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.5 |
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5.1 |
) |
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.0 |
|
Income tax provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.6 |
) |
Equity loss in affiliate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.4 |
) |
Minority Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(15.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets(4)
|
|
$ |
737.1 |
|
|
$ |
913.0 |
|
|
$ |
55.1 |
|
|
$ |
1,705.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
LORAL SPACE & COMMUNICATIONS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Three Months Ended March 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Satellite | |
|
Satellite | |
|
|
|
|
Predecessor Registrant |
|
Services | |
|
Manufacturing | |
|
Corporate(1) | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
Revenues and Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues(2)
|
|
$ |
34.8 |
|
|
$ |
97.8 |
|
|
|
|
|
|
$ |
132.6 |
|
Intersegment revenues
|
|
|
1.1 |
|
|
|
1.8 |
|
|
|
|
|
|
|
2.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating segment revenues
|
|
$ |
35.9 |
|
|
$ |
99.6 |
|
|
|
|
|
|
|
135.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eliminations(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues as reported
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
132.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA before eliminations
|
|
$ |
9.1 |
|
|
$ |
4.2 |
|
|
$ |
(5.7 |
) |
|
$ |
7.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eliminations(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.2 |
|
Depreciation and
amortization(4)
|
|
$ |
(19.4 |
) |
|
$ |
(4.0 |
) |
|
$ |
(0.2 |
) |
|
|
(23.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reorganization expenses due to bankruptcy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24.0 |
) |
Interest and investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.8 |
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.0 |
) |
Other expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.6 |
) |
Income tax provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.7 |
) |
Equity losses in affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(26.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets(4)
|
|
$ |
767.0 |
|
|
$ |
369.3 |
|
|
$ |
43.0 |
|
|
$ |
1,179.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Represents corporate expenses incurred in support of our
operations. |
|
(2) |
Includes revenues from affiliates of $2.8 million and
$2.9 million for the three months ended March 31, 2006
and 2005, respectively. |
|
(3) |
Represents the elimination of intercompany sales and
intercompany Adjusted EBITDA, primarily for satellites under
construction by SS/L for wholly owned subsidiaries. |
|
(4) |
Amounts are presented after the elimination of intercompany
profit. Total assets include $89.4 million,
$250.7 million and zero goodwill for Satellite Services,
Satellite Manufacturing and Corporate, respectively, as of
March 31, 2006. |
27
|
|
Item 2. |
Managements Discussion and Analysis of Financial
Condition and Results of Operations |
The following discussion and analysis should be read in
conjunction with our unaudited condensed consolidated financial
statements (the financial statements) included in
Item 1 and our latest Annual Report on
Form 10-K filed
with the Securities and Exchange Commission.
Loral Space & Communications Inc. (New
Loral) was formed to succeed the business conducted by its
predecessor registrant, Loral Space & Communications
Ltd. (Old Loral), which emerged from reorganization
proceedings under chapter 11 (Chapter 11)
of title 11 of the United States Code on November 21,
2005 (the Effective Date) pursuant to the terms of
the fourth amended joint plan of reorganization of Old Loral and
its debtor subsidiaries, as modified (the Plan of
Reorganization).
We adopted fresh-start accounting as of October 1, 2005, in
accordance with Statement of Position No. 90-7,
Financial Reporting of Entities in Reorganization Under the
Bankruptcy Code
(SOP 90-7).
Accordingly, our financial information disclosed under the
heading Successor Registrant for the period ended
and as of March 31, 2006, is presented on a basis different
from, and is therefore not comparable to, our financial
information disclosed under the heading Predecessor
Registrant for the period ended and as of March 31,
2005.
The terms, Loral, the Company,
we, our and us, when used in
this report with respect to the period prior to our emergence
from Chapter 11, are references to Old Loral, and when used
with respect to the period commencing after our emergence, are
references to New Loral. These references include the
subsidiaries of Old Loral or New Loral, as the case may be,
unless otherwise indicated or the context otherwise requires.
Disclosure Regarding Forward-Looking Statements
Except for the historical information contained in the
following discussion and analysis, the matters discussed below
are not historical facts, but are forward-looking
statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. In addition, we or our
representatives have made and may continue to make
forward-looking statements, orally or in writing, in other
contexts. These forward-looking statements can be identified by
the use of words such as believes,
expects, plans, may,
will, would, could,
should, anticipates,
estimates, project, intend,
or outlook or other variations of these words. These
statements are not guarantees of future performance and involve
risks and uncertainties that are difficult to predict or
quantify. Actual events or results may differ materially as a
result of a wide variety of factors and conditions, many of
which are beyond our control. For a detailed discussion of these
and other factors and conditions, please refer to the
Commitments and Contingencies section below and to our other
periodic reports filed with the Securities and Exchange
Commission (SEC). We operate in an industry sector
in which the value of securities may be volatile and may be
influenced by economic and other factors beyond our control. We
undertake no obligation to update any forward-looking
statements.
Overview
Loral is a leading satellite communications company organized
into two operating segments: Satellite Services and Satellite
Manufacturing.
Through Loral Skynet Corporation (Loral Skynet) we
provide satellite capacity and networking infrastructure to our
commercial and government customers for a wide range of video
and data transmission services, including video and
direct-to-home
(DTH) broadcasting, high-speed data distribution,
internet access, communications and networking services. While
we compete with fiber optic cable and other terrestrial delivery
systems, primarily for
point-to-point
applications, Loral Skynet has been able to combine the inherent
advantages of each technology to provide its customers with
complete end-to-end
services. Since FSS satellites remain in a fixed point above the
earths equator, they are considerably more efficient than
terrestrial systems for certain applications, such as broadcast
or point-to-multipoint
transmission of video and broadband data. A
28
satellite offers instant infrastructure. It can cover large
geographic areas, sometimes entire hemispheres, and can not only
provide services to populated areas, but can also better serve
areas with inadequate terrestrial infrastructures, low-density
populations or difficult geographic terrain.
The satellite services business is capital intensive and the
build-out of a satellite fleet requires substantial time and
investment. Once these investments are made, however, the costs
to maintain and operate the fleet are relatively low. The
upfront investments are earned back through the leasing of
transponders to customers over the life of the satellite. Given
the harsh and unpredictable environment in which the satellites
operate, another major cost factor is in-orbit insurance. Annual
receipts from this business are fairly predictable because they
are derived from an established base of long-term customer
contracts and high contract renewal rates.
On March 17, 2004, we consummated the sale of our North
American satellites and related assets to certain affiliates of
Intelsat, Ltd. and Intelsat (Bermuda), Ltd. (collectively,
Intelsat). This transaction precluded Loral Skynet
from providing lease capacity into North America for two years.
Commencing on March 18, 2006, Loral Skynet resumed
marketing of satellite services to the North American market.
Competition in the satellite services market has been intense in
recent years due to a number of factors, including transponder
over-capacity in certain geographic regions and increased
competition from fiber. This competition has put further
pressure on prices already depressed by the telecommunications
industry downturn earlier this decade. A stronger economy and an
increase in capital available for expanded consumer and
enterprise-level services have led to an improvement in demand.
Much of Loral Skynets remaining available capacity,
however, is over geographic regions where the market is
characterized by excess capacity, coupled with weak demand, or
where regulatory obstacles are such that we find ourselves at a
competitive disadvantage versus local operators. Loral
Skynets growth depends on its ability to successfully
market the capacity available on its international fleet of
satellites, to differentiate itself from its competition through
superior customer service and to fund additional satellite
acquisitions.
Space Systems/Loral, Inc. (SS/L) designs and
manufactures satellites, space systems and space systems
components for commercial and government customers who use the
satellites for applications such as fixed satellite services,
DTH broadcasting, broadband data distribution, wireless
telephony, digital radio, military communications, weather
monitoring and air traffic management.
While its requirement for ongoing capital investment is
relatively low, the satellite manufacturing industry is a
knowledge-intensive business, the success of which relies
heavily on its technological heritage and the skills of its
workforce. The breadth and depth of talent and experience
resident in SS/Ls workforce of approximately 1,500
employees is one of our key competitive resources.
Satellite manufacturers have high fixed costs relating primarily
to labor and overhead. Based on its current cost structure, we
estimate that SS/L covers its fixed costs with an average of
three to four satellite awards a year depending on the size,
power and complexity of the satellite and the payment plan,
which may include provisions for customer payments during the
lifetime of the satellite subject to the satellites
continued performance. Cash flow in the satellite manufacturing
business, however, tends to be uneven. It takes two to three
years to complete a satellite project and numerous assumptions
are built into the estimated costs. Cash receipts are tied to
the achievement of contract milestones which depend in part on
the ability of our subcontractors to deliver on time. In
addition, the timing of satellite awards is difficult to
predict, contributing to the unevenness of revenue and making it
more challenging to align the workforce to the workflow.
Satellites are extraordinarily complex devices designed to
operate in the very hostile environment of space. This
complexity may lead to unanticipated costs during the design,
manufacture and testing of a satellite. SS/L establishes
provisions for costs based on historical experience and program
complexity to cover anticipated costs. Since most of SS/Ls
contracts are fixed price, cost increases in excess of the
provisions reduce profitability and may result in losses borne
solely by SS/L, which may be material. The highly competitive
satellite manufacturing industry is just now recovering from a
several year period when order levels reached an unprecedented
low level, resulting in manufacturing over-capacity. Buyers, as
a result, have had the advantage over suppliers in negotiating
29
prices, terms and conditions resulting in reduced margins and
increased assumptions of risk by SS/L. SS/L was further
handicapped while it was in Chapter 11, because of
buyers reluctance to purchase satellites from a company in
bankruptcy.
Bankruptcy Reorganization
The sustained and unprecedented decline in demand for our
satellites and the transponder over-capacity in our satellite
services business exacerbated Old Lorals already strained
financial condition brought on primarily by the investments we
had previously made in Globalstar, L.P. (Globalstar)
and subsequently wrote-off. On July 15, 2003, Old Loral and
certain of its subsidiaries (the Debtor Subsidiaries
and collectively with Old Loral, the Debtors) filed
voluntary petitions for reorganization under Chapter 11.
During the ensuing two-and-a-half year period we further
increased our emphasis on cash conservation by reducing
operating expenses and closely monitoring capital expenditures.
On August 1, 2005, the Bankruptcy Court entered its
confirmation order confirming the Plan of Reorganization. On
September 30, 2005, the Federal Communications Commission
(the FCC) approved the transfer of FCC licenses from
Old Loral to New Loral, which represented satisfaction of the
last material condition precedent to emergence. The Debtors
emerged from their reorganization proceeding under
Chapter 11 on November 21, 2005 pursuant to the Plan
of Reorganization. Pursuant to
SOP 90-7 we
adopted fresh-start accounting as of October 1, 2005 (see
Notes 2 and 3 to the financial statements).
Future Outlook
Following our recent emergence from Chapter 11, we have
focused primarily on taking advantage of the years of experience
and superior expertise of our professional senior management
team to capture opportunities in our markets and maintain an
efficient stream-lined operation.
We have reorganized around SS/Ls satellite manufacturing
operations and Loral Skynets international fleet of
satellites. We consider these operations to be a viable
foundation for the further expansion of our company.
Construction of Telstar 11N, a powerful new multi-region Ku-band
communications satellite, has begun at SS/L and upon completion
will be launched into the 37.5 degree W.L. orbital location.
Scheduled to enter service in 2008, Telstar 11N will provide
commercial and governmental customers with broadband
connectivity within and among the American, European and African
regions. Our customers will use Telstar 11N for video
distribution and high-speed,
IP-based data and voice
services.
Critical success factors for both of our segments include
maintaining our reputation for reliability, quality and superior
customer service. These factors are vital to securing new
customers and retaining current ones. At the same time, we must
continue to contain costs, and maximize efficiencies. Loral
Skynet is focused on increasing the capacity utilization of its
satellite fleet and successfully rolling out new value-added
services to its markets, as well as identifying opportunities
for fleet expansion. SS/L is focused on increasing bookings and
backlog in 2006, while maintaining the cost efficiencies and
process improvements realized over the past several years. In
addition, SS/L must continue to align its direct workforce with
the level of awards. In order to complete construction of all
the satellites in backlog, SS/L will need, and is in the process
of hiring, additional staff. Long-term growth at SS/L will
likely require expanded facilities and working capital.
We regularly explore and evaluate possible strategic
transactions and alliances. We also periodically engage in
discussions with satellite service providers, satellite
manufacturers and others regarding such matters, which may
include joint ventures and strategic relationships as well as
business combinations or the acquisition or disposition of
assets. In order to pursue certain of these opportunities, we
would require additional funds, which would likely take the form
of equity financing from our shareholders or other public or
private investors, and possibly debt financing from financial
institutions and public markets. There can be no assurance that
we will enter into any strategic transactions or alliances and,
if so, on what terms.
30
Consolidated Operating Results
See Critical Accounting Matters in our latest Annual Report on
Form 10-K filed
with the SEC.
The following discussion of revenues and Adjusted EBITDA (see
Note 12 to the financial statements) reflects the results
of our operating business segments for the three months ended
March 31, 2006 and 2005. The balance of the discussion
relates to our consolidated results, unless otherwise noted. As
previously discussed, we emerged from Chapter 11 on
November 21, 2005 and adopted fresh-start accounting as of
October 1, 2005. As a result of the adoption of fresh-start
accounting, the Successor Registrants financial statements
are not comparable with the Predecessor Registrants
financial statements.
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor | |
|
|
Predecessor | |
|
|
Registrant | |
|
|
Registrant | |
|
|
| |
|
|
| |
|
|
Three Months | |
|
|
Three Months | |
|
|
Ended | |
|
|
Ended | |
|
|
March 31, | |
|
|
March 31, | |
|
|
2006 | |
|
|
2005 | |
|
|
| |
|
|
| |
|
|
(In millions) | |
Satellite Services
|
|
$ |
36.2 |
|
|
|
$ |
35.9 |
|
Satellite Manufacturing
|
|
|
139.3 |
|
|
|
|
99.6 |
|
|
|
|
|
|
|
|
|
Segment revenues
|
|
|
175.5 |
|
|
|
|
135.5 |
|
Eliminations(1)
|
|
|
(3.5 |
) |
|
|
|
(3.1 |
) |
|
|
|
|
|
|
|
|
|
Revenues as
reported(2)
|
|
$ |
172.0 |
|
|
|
$ |
132.4 |
|
|
|
|
|
|
|
|
|
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor | |
|
|
Predecessor | |
|
|
Registrant | |
|
|
Registrant | |
|
|
| |
|
|
| |
|
|
Three Months | |
|
|
Three Months | |
|
|
Ended | |
|
|
Ended | |
|
|
March 31, | |
|
|
March 31, | |
|
|
2006 | |
|
|
2005 | |
|
|
| |
|
|
| |
|
|
(In millions) | |
Satellite Services
|
|
$ |
12.6 |
|
|
|
$ |
9.1 |
|
Satellite Manufacturing
|
|
|
5.8 |
|
|
|
|
4.2 |
|
Corporate
expenses(3)
|
|
|
(6.9 |
) |
|
|
|
(5.7 |
) |
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA before eliminations
|
|
|
11.5 |
|
|
|
|
7.6 |
|
Eliminations(1)
|
|
|
(0.8 |
) |
|
|
|
(2.4 |
) |
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
$ |
10.7 |
|
|
|
$ |
5.2 |
|
|
|
|
|
|
|
|
|
31
Reconciliation of Adjusted EBITDA to Net Loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor | |
|
|
Predecessor | |
|
|
Registrant | |
|
|
Registrant | |
|
|
| |
|
|
| |
|
|
Three Months | |
|
|
Three Months | |
|
|
Ended | |
|
|
Ended | |
|
|
March 31, | |
|
|
March 31, | |
|
|
2006 | |
|
|
2005 | |
|
|
| |
|
|
| |
|
|
(In millions) | |
Adjusted EBITDA
|
|
$ |
10.7 |
|
|
|
$ |
5.2 |
|
Depreciation and amortization
|
|
|
(16.9 |
) |
|
|
|
(23.6 |
) |
Reorganization expenses due to bankruptcy
|
|
|
|
|
|
|
|
(5.6 |
) |
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(6.2 |
) |
|
|
|
(24.0 |
) |
Interest and investment income
|
|
|
4.5 |
|
|
|
|
1.8 |
|
Interest expense
|
|
|
(5.1 |
) |
|
|
|
(1.0 |
) |
Other income (expense)
|
|
|
1.0 |
|
|
|
|
(0.6 |
) |
Income tax provision
|
|
|
(2.6 |
) |
|
|
|
(1.7 |
) |
Equity in net losses of affiliates
|
|
|
(1.4 |
) |
|
|
|
(0.7 |
) |
Minority interest
|
|
|
(6.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(15.8 |
) |
|
|
$ |
(26.2 |
) |
|
|
|
|
|
|
|
|
|
|
(1) |
Represents the elimination of intercompany sales and
intercompany Adjusted EBITDA, primarily for satellites under
construction by SS/L for Satellite Services and for Satellite
Services leasing transponder capacity to SS/L. |
|
(2) |
Includes revenues from affiliates of $2.8 million and
$2.9 million for the three months ended March 31, 2006
and 2005, respectively. |
|
(3) |
Represents corporate expenses incurred in support of our
operations. |
Three Months Ended March 31, 2006 Compared With
March 31, 2005
|
|
|
Revenues from Satellite Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor | |
|
|
Predecessor | |
|
|
|
|
Registrant | |
|
|
Registrant | |
|
|
|
|
| |
|
|
| |
|
|
|
|
Three Months | |
|
|
Three Months | |
|
|
|
|
Ended | |
|
|
Ended | |
|
|
|
|
March 31, | |
|
|
March 31, | |
|
% Increase/ | |
|
|
2006 | |
|
|
2005 | |
|
(Decrease) | |
|
|
| |
|
|
| |
|
| |
|
|
(In millions) | |
|
|
Revenues from Satellite Services
|
|
$ |
36 |
|
|
|
$ |
36 |
|
|
|
|
% |
Eliminations
|
|
|
(1 |
) |
|
|
|
(1 |
) |
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
Revenues from Satellite Services as reported
|
|
$ |
35 |
|
|
|
$ |
35 |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
Revenues from Satellite Services remained constant for the three
months ended March 31, 2006 compared to 2005, resulting
from increased fixed satellite services sales of $2 million
and increased network services sales of $1 million, offset
by decreased professional services sales of $2 million and
a reduction in revenue of $1 million due to the sale of our
business television service. Eliminations primarily consist of
revenues from leasing transponder capacity to Satellite
Manufacturing.
32
|
|
|
Revenues from Satellite Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor | |
|
|
Predecessor | |
|
|
|
|
Registrant | |
|
|
Registrant | |
|
|
|
|
| |
|
|
| |
|
|
|
|
Three Months | |
|
|
Three Months | |
|
|
|
|
Ended | |
|
|
Ended | |
|
|
|
|
March 31, | |
|
|
March 31, | |
|
% Increase/ | |
|
|
2006 | |
|
|
2005 | |
|
(Decrease) | |
|
|
| |
|
|
| |
|
| |
|
|
(In millions) | |
|
|
Revenues from Satellite Manufacturing
|
|
$ |
139 |
|
|
|
$ |
100 |
|
|
|
40 |
% |
Eliminations
|
|
|
(3 |
) |
|
|
|
(2 |
) |
|
|
63 |
% |
|
|
|
|
|
|
|
|
|
|
|
Revenues from Satellite Manufacturing as reported
|
|
$ |
136 |
|
|
|
$ |
98 |
|
|
|
40 |
% |
|
|
|
|
|
|
|
|
|
|
|
Revenues from Satellite Manufacturing before eliminations
increased by $39 million for the three months ended
March 31, 2006 as compared to 2005, primarily as a result
of increased revenues of $64 million from new satellite
orders received in the fourth quarter of 2004 and in the first
half of 2005. This increase was partially offset by a reduction
to revenues as a result of satellites completed and satellite
programs nearing completion. Eliminations consist primarily of
revenues from a satellite under construction by SS/L for
Satellite Services. As a result, revenues from Satellite
Manufacturing as reported increased $38 million in 2006 as
compared to 2005.
|
|
|
Cost of Satellite Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor | |
|
|
Predecessor | |
|
|
|
|
Registrant | |
|
|
Registrant | |
|
|
|
|
| |
|
|
| |
|
|
|
|
Three Months | |
|
|
Three Months | |
|
|
|
|
Ended | |
|
|
Ended | |
|
|
|
|
March 31, | |
|
|
March 31, | |
|
% Increase/ | |
|
|
2006 | |
|
|
2005 | |
|
(Decrease) | |
|
|
| |
|
|
| |
|
| |
|
|
(In millions) | |
|
|
Cost of Satellite Services includes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Satellite Services before depreciation and amortization
|
|
$ |
13 |
|
|
|
$ |
16 |
|
|
|
(18 |
)% |
|
Depreciation and amortization
|
|
|
11 |
|
|
|
|
19 |
|
|
|
(44 |
)% |
|
|
|
|
|
|
|
|
|
|
|
Total cost of Satellite Services as reported
|
|
$ |
24 |
|
|
|
$ |
35 |
|
|
|
(32 |
)% |
|
|
|
|
|
|
|
|
|
|
|
Cost of Satellite Services as a % of Satellite Services revenues
as reported
|
|
|
67 |
% |
|
|
|
102 |
% |
|
|
|
|
Cost of Satellite Services decreased $11 million for the
three months ended March 31, 2006 as compared to 2005. This
decrease was primarily due to a reduction of depreciation and
amortization expense of $8 million in 2006 as compared to
2005, primarily resulting from the net effect of the
amortization of fair value adjustments in connection with the
adoption of fresh-start accounting on October 1, 2005 and
cost reductions of approximately $3 million.
33
|
|
|
Cost of Satellite Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor | |
|
|
Predecessor | |
|
|
|
|
Registrant | |
|
|
Registrant | |
|
|
|
|
| |
|
|
| |
|
|
|
|
Three Months | |
|
|
Three Months | |
|
|
|
|
Ended | |
|
|
Ended | |
|
|
|
|
March 31, | |
|
|
March 31, | |
|
% Increase/ | |
|
|
2006 | |
|
|
2005 | |
|
(Decrease) | |
|
|
| |
|
|
| |
|
| |
|
|
(In millions) | |
|
|
Cost of Satellite Manufacturing includes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Satellite Manufacturing before depreciation and
amortization
|
|
$ |
121 |
|
|
|
$ |
84 |
|
|
|
43 |
% |
|
Depreciation and amortization
|
|
|
5 |
|
|
|
|
4 |
|
|
|
39 |
% |
|
|
|
|
|
|
|
|
|
|
|
Total cost of Satellite Manufacturing as reported
|
|
$ |
126 |
|
|
|
$ |
88 |
|
|
|
43 |
% |
|
|
|
|
|
|
|
|
|
|
|
Cost of Satellite Manufacturing as a % of Satellite
Manufacturing revenues as reported
|
|
|
92 |
% |
|
|
|
90 |
% |
|
|
|
|
Cost of Satellite Manufacturing increased $38 million for
the three months ended March 31, 2006 as compared to 2005.
Cost of Satellite Manufacturing before depreciation and
amortization increased $37 million for the three months
ended March 31, 2006 as compared to 2005. This was
primarily due to the increased sales and the related costs of
new satellites under construction. Depreciation and amortization
expense increased $1 million primarily resulting from the
net effect of the amortization of fair value adjustments in
connection with the adoption of fresh-start accounting on
October 1, 2005.
|
|
|
Selling, General and Administrative Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor | |
|
|
Predecessor | |
|
|
|
|
Registrant | |
|
|
Registrant | |
|
|
|
|
| |
|
|
| |
|
|
|
|
Three Months | |
|
|
Three Months | |
|
|
|
|
Ended | |
|
|
Ended | |
|
|
|
|
March 31, | |
|
|
March 31, | |
|
% Increase/ | |
|
|
2006 | |
|
|
2005 | |
|
(Decrease) | |
|
|
| |
|
|
| |
|
| |
|
|
(In millions) | |
|
|
Selling, general and administrative expenses
|
|
$ |
27 |
|
|
|
$ |
27 |
|
|
|
4 |
% |
Continuing expenses related to remaining bankruptcy related
matters
|
|
|
1 |
|
|
|
|
|
|
|
|
4 |
% |
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
$ |
28 |
|
|
|
$ |
27 |
|
|
|
4 |
% |
|
|
|
|
|
|
|
|
|
|
|
% of revenues as reported
|
|
|
17 |
% |
|
|
|
21 |
% |
|
|
|
|
Selling, general and administrative expenses remained relatively
constant for the three months ended March 31, 2006 as
compared to 2005. After the adoption of fresh-start accounting,
continuing expenses related to the remaining bankruptcy related
matters are recorded in general and administrative expenses and
totaled $1.2 million for the three months ended
March 31, 2006.
|
|
|
Reorganization Expenses Due to Bankruptcy |
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
|
|
Predecessor | |
|
|
Registrant |
|
|
Registrant | |
|
|
|
|
|
| |
|
|
Three Months |
|
|
Three Months | |
|
|
Ended |
|
|
Ended | |
|
|
March 31, |
|
|
March 31, | |
|
|
2006 |
|
|
2005 | |
|
|
|
|
|
| |
|
|
(In millions) | |
Reorganization expenses due to bankruptcy
|
|
$ |
|
|
|
|
$ |
6 |
|
Reorganization expenses due to bankruptcy decreased
$6 million for the three months ended March 31, 2006
as compared to 2005 primarily as a result of the adoption of
fresh-start accounting on October 1, 2005. After the
34
adoption of fresh-start accounting, continuing expenses related
to the remaining bankruptcy related matters are recorded in
general and administrative expenses. See Note 2 to the
financial statements for a description of the components of
reorganization expenses due to bankruptcy for the three months
ended March 31, 2005.
|
|
|
Interest and Investment Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor | |
|
|
Predecessor | |
|
|
|
|
Registrant | |
|
|
Registrant | |
|
|
|
|
| |
|
|
| |
|
|
|
|
Three Months | |
|
|
Three Months | |
|
|
|
|
Ended | |
|
|
Ended | |
|
|
|
|
March 31, | |
|
|
March 31, | |
|
% Increase/ | |
|
|
2006 | |
|
|
2005 | |
|
(Decrease) | |
|
|
| |
|
|
| |
|
| |
|
|
(In millions) | |
|
|
Interest and investment income
|
|
$ |
5 |
|
|
|
$ |
2 |
|
|
|
154 |
% |
The interest income increase of $3 million for the three
months ended March 31, 2006 as compared to 2005, primarily
represents interest income earned on higher cash balances at
SS/L due to collections on satellite manufacturing programs.
|
|
|
|
|
|
|
|
|
|
|
|
Successor | |
|
|
Predecessor | |
|
|
Registrant | |
|
|
Registrant | |
|
|
| |
|
|
| |
|
|
Three Months | |
|
|
Three Months | |
|
|
Ended | |
|
|
Ended | |
|
|
March 31, | |
|
|
March 31, | |
|
|
2006 | |
|
|
2005 | |
|
|
| |
|
|
| |
|
|
(In millions) | |
Interest cost before capitalized interest
|
|
$ |
5 |
|
|
|
$ |
1 |
|
Capitalized interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$ |
5 |
|
|
|
$ |
1 |
|
|
|
|
|
|
|
|
|
Interest cost increased $4 million for the three months
ended March 31, 2006 as compared to 2005, primarily due to
$4 million of interest expense recognized on the Loral
Skynet 14% senior secured notes issued in connection with
our Plan of Reorganization.
Other income (expense) represents gains and (losses) on foreign
currency transactions and the gain recorded on the disposition
of an orbital slot.
During 2006 and 2005, we continued to maintain the 100%
valuation allowance against our net deferred tax assets.
However, upon emergence from bankruptcy in 2005, we reversed our
valuation allowance related to $2.0 million of deferred tax
assets for AMT credit carryforwards. We will continue to
maintain the valuation allowance until sufficient positive
evidence exists to support its reversal. If, in the future, we
were to determine that we will be able to realize all or a
portion of the benefit from our deferred tax assets, a reduction
to the valuation allowance as of October 1, 2005 will first
reduce goodwill, then other intangible assets with any excess
treated as an increase to
paid-in-capital.
The income tax provision was $2.6 million for the three
months ended March 31, 2006 as compared to
$1.7 million for 2005 on a pre-tax loss of
$5.8 million and $23.8 million, respectively. The
increase to our provision for 2006 was primarily attributable to
additional accruals of tax contingency reserves for potential
audit issues.
35
|
|
|
Equity Income (Losses) in Affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
Successor | |
|
|
Predecessor | |
|
|
Registrant | |
|
|
Registrant | |
|
|
| |
|
|
| |
|
|
Three Months | |
|
|
Three Months | |
|
|
Ended | |
|
|
Ended | |
|
|
March 31, | |
|
|
March 31, | |
|
|
2006 | |
|
|
2005 | |
|
|
| |
|
|
| |
|
|
(In millions) | |
XTAR
|
|
$ |
(1.4 |
) |
|
|
$ |
(0.7 |
) |
|
|
|
|
|
|
|
|
XTAR commenced commercial operations in 2005 with the launch of
its satellite in February 2005. The increase in equity losses in
XTAR in the three months ended March 31, 2006 represents
our share of higher XTAR losses incurred in connection with its
start-up, as well as,
the elimination of profit related to the construction of the
Spainsat satellite by SS/L for Hisdesat, which was successfully
launched on March 11, 2006 (See Note 7 to the
financial statements).
Minority Interest
Minority interest increased for the three months ended
March 31, 2006 as compared to the three month ended
March 31, 2005, as a result of the $6 million dividend
accrual for the Loral Skynet Series A preferred stock
issued in connection with our Plan of Reorganization.
Consolidated backlog was $1,115 million at March 31,
2006 and $1,248 million at December 31, 2005.
At March 31, 2006, Satellite Services backlog totaled
approximately $433 million, including intercompany backlog
of approximately $19 million. As of December 31, 2005,
backlog was $453 million, including intercompany backlog of
$20 million.
As of March 31, 2006, backlog for SS/ L was approximately
$830 million, including intercompany backlog of
approximately $129 million. Backlog at December 31,
2005 was $815 million, including intercompany backlog of
$0.3 million.
Liquidity and Capital Resources
|
|
|
Cash and Available Credit |
As of March 31, 2006, we had $361 million of available
cash and $12 million of restricted cash ($2 million
included in other current assets and $10 million included
in other assets on our condensed consolidated balance sheet).
During the next 12 months, we expect to use a significant
portion of our available cash for capital expenditures,
including the construction of Telstar 11N and facilities
expansion, and for working capital requirements. We believe that
cash as of March 31, 2006 and net cash provided by
operating activities will be adequate to meet our expected cash
requirement through at least the next 12 months. It is
likely, however, that we will access the financial markets to
meet some or all of the following needs: (a) funding the
long-term growth of our businesses by constructing satellites
for our Satellite Services business and by expanding our
Satellite Manufacturing business (including both facilities
expansion and working capital requirements); (b) better
positioning our capital structure; and (c) equipping us to
respond quickly to strategic transactions and other growth
opportunities.
36
Cash required to pay the remaining claims from the Plan of
Reorganization and the expenses associated with completing the
reorganization activity, in the aggregate approximately
$31 million, will be paid from existing cash on hand.
Annual receipts from the Satellite Services business are fairly
predictable because they are derived from an established base of
long-term customer contracts and high contract renewal rates. We
believe that the Satellite Services cash flow from operations
will be sufficient to provide for its maintenance capital
requirements and pay its interest and preferred dividend
obligations. Cash required for the construction of the Telstar
11N satellite will be funded from cash on hand, cash flow from
operations, or through financing activity.
Cash requirements at Satellite Manufacturing are driven
primarily by working capital requirements to fund long-term
receivables associated with satellite contracts and capital
spending required to maintain and expand the manufacturing
facility. We believe that the Satellite Manufacturing cash flow
from operations is sufficient to fund the capital required to
maintain the current manufacturing operations and working
capital associated with typical satellite contracts. Capital
requirements to expand the manufacturing facility beyond its
current capabilities, and offer customer financing terms beyond
standard terms, will be funded from cash on hand, cash flow from
operations, or through financing activity.
On November 21, 2005, Loral Skynet completed the sale of
$126 million of Senior Secured Notes (the Loral
Skynet Notes). The Loral Skynet Notes mature on
November 15, 2015 and bear interest at 14% payable
semi-annually beginning July 15, 2006. No principal
payments prior to the maturity date are required. The Loral
Skynet Notes are guaranteed by certain of Loral Skynets
subsidiaries. The obligations of Loral Skynet and the subsidiary
guarantors are secured by a first priority lien on certain
specified assets of Loral Skynet and the guarantors pursuant to
the security agreements entered into on November 21, 2005.
The related indenture contains restrictive covenants that limit,
subject to certain exceptions, Loral Skynets and its
subsidiaries ability to take certain actions, including
restricted payments, incurrence of debt, incurrence of liens,
payment of certain dividends or distributions, issuance or sale
of capital stock of subsidiaries, sale of assets, affiliate
transactions and sale/leaseback and merger transactions. These
restrictions may limit our flexibility in planning for and
reacting to changes in our business and the industry in which we
operate. Our ability to redeem these notes in the near-term is
limited. During the first four years after the Effective Date,
we may redeem the notes at a redemption price of 110% plus
accrued and unpaid interest, but only if we do not receive an
objection notice from holders of two-thirds of the principal
amount of the notes. After this four-year period, the notes are
redeemable at our option at a redemption price of 110%,
declining over time to 100% in 2014, plus accrued and unpaid
interest.
Proceeds from the sale of the Loral Skynet Notes were used to
acquire certain satellite services assets from Old Loral and
certain of its subsidiaries and to fund certain cash claims in
accordance with the Plan of Reorganization (see Note 9 to
the financial statements).
On November 21, 2005 SS/ L entered into an amended and
restated $20 million Letter of Credit Reimbursement
Agreement with JP Morgan Chase Bank. As of March 31, 2006,
$2.4 million in letters of credit were issued and
outstanding.
There have not been any significant changes to the Contractual
Obligations as previously disclosed in our latest Annual Report
on Form 10-K filed
with the SEC.
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|
|
Net Cash Provided by (Used in) Operating Activities |
Net cash provided by operating activities for the three months
ended March 31, 2006 was $85 million. This was
primarily due to a decrease in accounts receivable of
$49 million, representing the collection of outstanding
accounts receivable and vendor financing from a customer, a
decrease of
contracts-in-process of
$23 million, primarily resulting from net collections on
customer contracts and an increase in customer advances of
$21 million from new satellite programs receipts.
37
Net cash used in operating activities in the three months ended
March 31, 2005 was $62 million. This was primarily due
to an increase in
contracts-in-process of
$49 million primarily due to new satellite programs and a
decrease in customer advances of $21 million primarily due
to progress on satellite programs.
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Net Cash Used in Investing Activities |
Net cash used in investing activities for the three months ended
March 31, 2006 was $0.3 million, resulting from
capital expenditures, partially offset by proceeds received from
the disposition of an orbital slot.
Net cash used in investing activities was $8 million in the
three months ended March 31, 2005. This primarily resulted
from capital expenditures of $1 million and investments in
and advances to affiliates of $7 million (XTAR).
Loral has made certain investments in joint ventures in the
Satellite Services business that are accounted for under the
equity method of accounting. See Note 7 to the financial
statements for further information on affiliate matters.
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|
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Commitments and Contingencies |
Our business and operations are subject to a number of
significant risks, the most significant of which are summarized
below in Item 1A Risk Factors and also in
Note 10 to the financial statements, Commitments and
Contingencies.
Other Matters
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|
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Accounting Pronouncements |
New accounting principles or interpretations that have been
issued, but not yet adopted by us, are not expected to have a
material impact on our financial statements.
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|
Item 3. |
Quantitative and Qualitative Disclosures About Market
Risk |
While we were under Chapter 11, SS/ Ls hedges with
counterparties (primarily yen denominated forward contracts)
were cancelled, leaving SS/ L vulnerable to foreign currency
fluctuations in the future. The inability to enter into forward
contracts exposed SS/ Ls future revenues, costs and cash
associated with anticipated yen denominated receipts and
payments to currency fluctuations. As of March 31, 2006,
SS/ L had the following amounts denominated in Japanese Yen
(which have been translated into U.S. dollars based on the
March 31, 2006 exchange rate) that were unhedged (in
millions):
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|
|
|
|
|
|
|
|
|
|
Japanese Yen | |
|
U.S. $ | |
|
|
| |
|
| |
Future revenues
|
|
¥ |
198 |
|
|
$ |
1.7 |
|
Future expenditures
|
|
|
2,244 |
|
|
|
19.1 |
|
Contracts-in-process, unbilled receivables/(customer advances)
|
|
|
(81 |
) |
|
|
(0.7 |
) |
At March 31, 2006, SS/ L also had future expenditures in
EUROs of 138,666 ($167,457 U.S.) that were unhedged.
Loral does not enter into foreign currency transactions for
trading or speculative purposes.
The Company issued long-term fixed rate debt at its Loral Skynet
Corporation subsidiary upon emergence from bankruptcy. Since all
of these instruments are at a fixed rate, the Company does not
have any exposure to
38
changes in interest rates. Accordingly, the Company does not
actively manage its interest rate risk through the use of
derivatives or other financial instruments.
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Item 4. |
Disclosure Controls and Procedures |
(a) Disclosure controls and procedures. Our chief
executive officer and our chief financial officer, after
evaluating the effectiveness of our disclosure controls
and procedures (as defined in
Rules 13a-15(e)
and 15d-15(e) of the
Securities Exchange Act of 1934, as amended (the Exchange
Act)) as of March 31, 2006, have concluded that our
disclosure controls and procedures were effective and designed
to ensure that information relating to Loral and its
consolidated subsidiaries required to be disclosed in our
filings under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the
Securities Exchange Commission rules and forms.
(b) Internal control over financial reporting. There
were no changes in our internal control over financial reporting
(as defined in the Securities and Exchange Act of 1934
Rules 13a-15(f)
and 15-d-15(f)) during the most recent fiscal quarter that have
materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
PART II.
OTHER INFORMATION
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|
Item 1. |
Legal Proceedings |
We discuss certain legal proceedings pending against the Company
in the notes to the financial statements and refer the reader to
that discussion for important information concerning those legal
proceedings, including the basis for such actions and relief
sought. See Note 10 to the financial statements of this
Quarterly Report on
Form 10-Q for this
discussion.
Our business and operations are subject to a significant number
of risks. The most significant of these risks are summarized in,
and the readers attention is directed to, the section of
our Annual Report on
Form 10-K for the
year ended December 31, 2005 in Item 1A. Risk
Factors. There are no material changes to those risk
factors except as set forth in this report under
Managements Discussion and Analysis of Financial
Condition and Results of Operations and in Note 10
(Commitments and Contingencies) of the financial statements
contained in this report, and the reader is specifically
directed to those sections. The risks described in our Annual
Report on
Form 10-K, as
updated by this report, are not the only risks facing us.
Additional risks and uncertainties not currently known to us or
that we currently deem to be immaterial also may materially
adversely affect our business, financial condition and/or
operating results.
The following exhibits are filed as part of this report:
Exhibit 31.1 Certification of Chief Executive
Officer pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 Certification of Chief Financial
Officer pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1 Certification of Chief Executive
Officer pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2 Certification of Chief Financial
Officer pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
39
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
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|
|
Registrant |
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|
Loral Space &
Communications Inc.
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|
|
/s/ Richard J. Townsend
|
|
|
|
|
|
Richard J. Townsend |
|
Executive Vice President and |
|
Chief Financial Officer |
|
(Principal Financial Officer) |
|
and Registrants Authorized Officer |
Date: May 8, 2006
40
EXHIBIT INDEX
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|
|
|
|
Exhibit No. |
|
|
|
Description |
|
|
|
|
|
Exhibit 31.1
|
|
|
|
Certification of Chief Executive Officer pursuant to
18 U.S.C. § 1350, as adopted pursuant to
§ 302 of the Sarbanes-Oxley Act of 2002. |
Exhibit 31.2
|
|
|
|
Certification of Chief Financial Officer pursuant to
18 U.S.C. § 1350, as adopted pursuant to
§ 302 of the Sarbanes-Oxley Act of 2002. |
Exhibit 32.1
|
|
|
|
Certification of Chief Executive Officer pursuant to
18 U.S.C. § 1350, as adopted pursuant to
§ 906 of the Sarbanes-Oxley Act of 2002. |
Exhibit 32.2
|
|
|
|
Certification of Chief Financial Officer pursuant to
18 U.S.C. § 1350, as adopted pursuant to
§ 906 of the Sarbanes-Oxley Act of 2002. |