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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, 2005
Commission file number 1-14180
Loral Space & Communications Ltd.
c/o Loral SpaceCom Corporation
600 Third Avenue
New York, New York 10016
Telephone: (212) 697-1105
Jurisdiction of incorporation: Bermuda
IRS identification number: 13-3867424
The registrant 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 and has been subject to such
filing requirements for the past 90 days.
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Exchange Act
Rule 12b-2). Yes þ No o
As of April 30, 2005, there were 44,125,202 shares of
Loral Space & Communications Ltd. common stock
outstanding.
TABLE OF CONTENTS
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LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN POSSESSION CONDENSED CONSOLIDATED BALANCE SHEETS |
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN POSSESSION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN POSSESSION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN POSSESSION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Three Months Ended March 31, 2005 |
Three Months Ended March 31, 2004 |
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN POSSESSION CONDENSED CONSOLIDATING BALANCE SHEET |
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN POSSESSION CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN POSSESSION CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN POSSESSION CONDENSED CONSOLIDATING BALANCE SHEET |
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN POSSESSION CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN POSSESSION CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
PART II. OTHER INFORMATION |
SIGNATURES |
EXHIBIT INDEX |
EX-12: COMPUTATION OF DEFICIENCY OF EARNINGS TO COVER FIXED CHARGES |
EX-31.1: CERTIFICATION |
EX-31.2: CERTIFICATION |
EX-32.1: CERTIFICATION |
EX-32.2: CERTIFICATION |
PART 1.
FINANCIAL INFORMATION
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Item 1. |
Financial Statements |
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
(Unaudited)
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March 31, | |
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December 31, | |
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2005 | |
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2004 | |
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ASSETS |
Current assets:
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Cash and cash equivalents
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$ |
77,502 |
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$ |
147,773 |
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Accounts receivable, net
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11,370 |
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12,132 |
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Contracts-in-process
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64,965 |
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19,040 |
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Inventories
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35,600 |
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37,412 |
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Other current assets
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19,260 |
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21,096 |
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Total current assets
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208,697 |
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237,453 |
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Property, plant and equipment, net
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776,730 |
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798,908 |
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Long-term receivables
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81,782 |
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74,851 |
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Investments in and advances to affiliates
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55,795 |
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49,181 |
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Deposits
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9,824 |
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9,832 |
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Other assets
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46,509 |
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48,508 |
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Total assets
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$ |
1,179,337 |
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$ |
1,218,733 |
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LIABILITIES AND SHAREHOLDERS DEFICIT |
Liabilities not subject to compromise:
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Current liabilities:
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Accounts payable
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$ |
38,996 |
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$ |
33,248 |
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Accrued employment costs
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28,419 |
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34,385 |
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Customer advances and billings in excess of costs and profits
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144,056 |
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164,981 |
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Deferred gain on sale of assets (Note 4)
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10,535 |
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10,545 |
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Income taxes payable
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1,032 |
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2,359 |
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Other current liabilities
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17,089 |
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16,639 |
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Total current liabilities
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240,127 |
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262,157 |
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Pension liabilities (Note 3)
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1,777 |
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942 |
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Long-term liabilities
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81,951 |
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81,355 |
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Total liabilities not subject to compromise
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323,855 |
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344,454 |
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Liabilities subject to compromise (Note 11)
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1,923,721 |
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1,916,000 |
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Minority interest
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2,366 |
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2,380 |
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Commitments and contingencies (Notes 2, 9,
11, 12, and 14)
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Shareholders deficit:
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Common stock, $.10 par value
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4,413 |
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4,413 |
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Paid-in capital
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3,392,825 |
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3,392,825 |
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Treasury stock, at cost
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(3,360 |
) |
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(3,360 |
) |
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Unearned compensation
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(67 |
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(87 |
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Retained deficit
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(4,374,452 |
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(4,348,231 |
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Accumulated other comprehensive loss
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(89,964 |
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(89,661 |
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Total shareholders deficit
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(1,070,605 |
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(1,044,101 |
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Total liabilities and shareholders deficit
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$ |
1,179,337 |
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$ |
1,218,733 |
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See notes to condensed consolidated financial statements.
1
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
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Three Months Ended | |
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March 31, | |
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2005 | |
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2004 | |
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Revenues from satellite services
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$ |
34,571 |
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$ |
29,251 |
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Revenues from satellite manufacturing
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97,807 |
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74,433 |
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Total revenues
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132,378 |
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103,684 |
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Cost of satellite services
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35,171 |
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63,581 |
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Cost of satellite manufacturing
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88,237 |
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68,299 |
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Selling, general and administrative expenses
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27,296 |
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31,567 |
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Loss from continuing operations before reorganization expenses
due to bankruptcy
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(18,326 |
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(59,763 |
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Reorganization expenses due to bankruptcy
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(5,633 |
) |
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(8,315 |
) |
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Operating loss from continuing operations
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(23,959 |
) |
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(68,078 |
) |
Interest and investment income
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1,788 |
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2,561 |
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Interest expense (contractual interest was $11,854 and $10,876
for the three months ended March 31, 2005 and 2004,
respectively, Note 12)
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(978 |
) |
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562 |
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Other expense
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(617 |
) |
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(2,549 |
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Loss from continuing operations before income taxes, equity
losses in affiliates and minority interest
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(23,766 |
) |
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(67,504 |
) |
Income tax provision
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(1,730 |
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(196 |
) |
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Loss from continuing operations before equity losses in
affiliates and minority interest
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(25,496 |
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(67,700 |
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Equity losses in affiliates (Note 9)
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(739 |
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(403 |
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Minority interest
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14 |
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|
87 |
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Loss from continuing operations
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(26,221 |
) |
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(68,016 |
) |
Loss from discontinued operations (Note 4)
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(11,620 |
) |
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Net loss
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$ |
(26,221 |
) |
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$ |
(79,636 |
) |
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Basic and diluted (loss) earnings per share (Note 15):
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Continuing operations
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$ |
(0.59 |
) |
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$ |
(1.54 |
) |
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Discontinued operations
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(0.26 |
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Loss per share
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$ |
(0.59 |
) |
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$ |
(1.80 |
) |
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Weighted average shares outstanding:
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Basic and diluted
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44,108 |
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44,108 |
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See notes to condensed consolidated financial statements.
2
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
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Three Months Ended | |
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March 31, | |
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2005 | |
|
2004 | |
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Operating activities:
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Net loss
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$ |
(26,221 |
) |
|
$ |
(79,636 |
) |
Non-cash items:
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Loss from discontinued operations
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11,620 |
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Equity losses in affiliates
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739 |
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|
403 |
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Minority interest
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(14 |
) |
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|
(87 |
) |
|
Deferred taxes
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|
188 |
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Depreciation and amortization
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23,529 |
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41,192 |
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Impairment charge on satellite and related assets
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11,989 |
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Provisions for bad debts on billed receivables
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(247 |
) |
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164 |
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Provisions for inventory obsolescence
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|
287 |
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Loss on equipment disposals
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|
283 |
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Non-cash net (gain) loss on foreign currency transactions
and interest
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|
349 |
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|
(733 |
) |
Changes in operating assets and liabilities:
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Accounts receivable, net
|
|
|
1,009 |
|
|
|
4,663 |
|
|
Contracts-in-process
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|
|
(48,545 |
) |
|
|
(12,102 |
) |
|
Inventories
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|
|
1,812 |
|
|
|
914 |
|
|
Long-term receivables
|
|
|
(5,131 |
) |
|
|
(5,393 |
) |
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Other current assets and other assets
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|
|
2,953 |
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|
|
925 |
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Accounts payable
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|
8,331 |
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|
|
(9,015 |
) |
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Accrued expenses and other current liabilities
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(5,333 |
) |
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|
1,277 |
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Customer advances
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|
(21,260 |
) |
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|
46,095 |
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Income taxes payable
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|
593 |
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|
(278 |
) |
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Pension and other postretirement liabilities
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|
|
5,059 |
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|
6,094 |
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Long-term liabilities
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|
(256 |
) |
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|
792 |
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Other
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(32 |
) |
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(43 |
) |
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Net cash (used in) provided by continuing operating activities
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|
|
(62,194 |
) |
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|
19,128 |
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Net cash provided by discontinued operations
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|
6,924 |
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|
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|
|
|
Investing activities:
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|
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|
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Capital expenditures for continuing operations
|
|
|
(724 |
) |
|
|
(6,210 |
) |
|
Capital expenditures for discontinued operations
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|
|
|
|
|
(11,185 |
) |
|
Proceeds from the sales of assets, net of expenses (Note 2)
|
|
|
|
|
|
|
953,619 |
|
|
Investments in and advances to affiliates
|
|
|
(7,353 |
) |
|
|
(4,799 |
) |
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities
|
|
|
(8,077 |
) |
|
|
931,425 |
|
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|
|
|
|
|
|
Financing activities:
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|
|
|
|
|
|
|
|
Repayments of term loans
|
|
|
|
|
|
|
(576,500 |
) |
|
Repayments of revolving credit facilities
|
|
|
|
|
|
|
(390,387 |
) |
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
|
|
|
|
(966,887 |
) |
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents
|
|
|
(70,271 |
) |
|
|
(9,410 |
) |
|
Cash and cash equivalents beginning of period
|
|
|
147,773 |
|
|
|
141,644 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents end of period
|
|
$ |
77,502 |
|
|
$ |
132,234 |
|
|
|
|
|
|
|
|
See notes to condensed consolidated financial statements.
3
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
1. |
Organization and Principal Business |
Loral Space & Communications Ltd. (Loral,
the Company, we, our and
us, terms that include our subsidiaries unless
otherwise indicated or the context requires), together with its
subsidiaries is a leading satellite communications company with
substantial activities in satellite-based communications
services and satellite manufacturing. Loral is organized into
two operating segments (see Note 16):
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Satellite Services, managed by our Loral Skynet division,
generates its revenues and cash flows from providing satellite
capacity and networking infrastructure to customers for video
and direct to home (DTH) broadcasting, high-speed
data distribution, Internet access, communications and
networking services. |
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|
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 applications including fixed satellite
services, DTH broadcasting, broadband data distribution,
wireless telephony, digital radio, military communications,
weather monitoring and air traffic management. |
|
|
2. |
Bankruptcy Filings, Sale of Assets and Reorganization |
On July 15, 2003, Loral and certain of its subsidiaries
(the Debtor Subsidiaries and collectively with
Loral, the Debtors), including Loral
Space & Communications Corporation, Loral SpaceCom
Corporation (Loral SpaceCom), Loral Satellite, Inc.
(Loral Satellite), SS/L and Loral Orion, Inc.
(Loral Orion), filed voluntary petitions for
reorganization under chapter 11 of title 11
(Chapter 11) of the United States Code (the
Bankruptcy Code) in the United States 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). We and our Debtor
Subsidiaries continue to manage our properties and operate our
businesses as debtors in possession under the
jurisdiction of the Bankruptcy Court and in accordance with the
provisions of the Bankruptcy Code (see Basis of Presentation
Note 3).
Also on July 15, 2003, Loral and one of its Bermuda
subsidiaries (the Bermuda Group) filed parallel
insolvency proceedings in the Supreme Court of Bermuda (the
Bermuda Court). On that date, the Bermuda Court
entered an order appointing Philip Wallace, Chris Laverty and
Michael Morrison, partners of KPMG, as Joint Provisional
Liquidators (JPLs) in respect of the Bermuda Group.
The Bermuda Court granted the JPLs the power to oversee the
continuation and reorganization of the Bermuda Groups
businesses under the control of their respective boards of
directors and under the supervision of the Bankruptcy Court and
the Bermuda Court. The JPLs have not audited the contents of
this report.
As a result of our voluntary petitions for reorganization, all
of our prepetition debt obligations were accelerated (see below
and Note 12). On July 15, 2003, we also suspended
interest payments on all of our prepetition unsecured debt
obligations. A creditors committee (the
Creditors Committee) was appointed in the
Chapter 11 Cases to represent all unsecured creditors,
including all debt holders and, in accordance with the
provisions of the Bankruptcy Code, has the right to be heard on
all matters that come before the Bankruptcy Court (see
Note 12).
For the duration of the Chapter 11 Cases, our businesses
are subject to the risks and uncertainties of bankruptcy. For
example, the Chapter 11 Cases could adversely affect our
relationships with customers, suppliers and employees, which in
turn could adversely affect the going concern value of our
businesses and of our assets, particularly if the
Chapter 11 Cases are protracted. Also, transactions outside
the ordinary course of business are subject to the prior
approval of the Bankruptcy Court, which may limit our ability to
respond to
4
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
certain market events or take advantage of certain market
opportunities, and, as a result, our operations could be
materially adversely affected.
Because we are in Chapter 11, the pursuit of claims and
litigation pending against us that arose prior to or relate to
events that occurred prior to our bankruptcy filings is
generally subject to an automatic stay under Section 362 of
the Bankruptcy Code. Accordingly, absent further order of the
Bankruptcy Court, parties are generally prohibited from taking
any action to recover any prepetition claims or enforce any lien
against or obtain possession of any of our property. In
addition, pursuant to Section 365 of the Bankruptcy Code,
we may reject or assume prepetition executory contracts and
unexpired leases. Parties affected by our rejections of
contracts or leases may file claims with the Bankruptcy Court.
On March 17, 2004, Loral Space & Communications
Corporation, Loral SpaceCom and Loral Satellite consummated the
sale of our North American satellites and related assets to
certain affiliates of Intelsat, Ltd. and Intelsat (Bermuda),
Ltd. (collectively, Intelsat). At closing, we
received approximately $1.011 billion, consisting of
approximately $961 million for the North American
satellites and related assets, after adjustments, and
$50 million for an advance on a new satellite to be built
for Intelsat by SS/L. Our obligations with respect to the
$50 million advance are secured by the Telstar 14/Estrela
do Sul-1 satellite and related assets, including insurance
proceeds relating to the satellite. We used a significant
portion of the funds received to repay all $967 million of
our outstanding secured bank debt. In addition, after closing,
we received from Intelsat approximately $16 million to
reimburse a deposit made by us for the launch of Telstar 8,
and we received an additional $4 million in May 2004 as a
purchase price adjustment resulting from resolution of a
regulatory issue.
The North American satellites and related assets sold to
Intelsat have been accounted for as a discontinued operation
(see Note 4).
On March 22, 2005 and March 28, 2005, we filed a
revised plan of reorganization (the Plan of
Reorganization) and disclosure statement (the
Disclosure Statement), respectively, with the
Bankruptcy Court. The Plan of Reorganization and Disclosure
Statement, which revise the terms of a plan and disclosure
statement previously filed on December 5, 2004, reflect an
agreement among us, the Creditors Committee and the Ad-Hoc
Committee of SS/L trade creditors on the elements of a
consensual plan of reorganization. The Disclosure Statement
establishes the enterprise value of reorganized Loral at between
approximately $632 million and approximately
$862 million. The Plan of Reorganization provides, among
other things, that:
|
|
|
|
|
Our two businesses, Satellite Manufacturing (New
SS/L) and Satellite Services (New Skynet),
will emerge intact as separate subsidiaries of reorganized Loral
(New Loral). |
|
|
|
New SS/L will emerge debt-free. |
|
|
|
New Loral will emerge as a public company under current
management and will seek listing on a major stock exchange. |
|
|
|
Holders of allowed claims against SS/L and Loral SpaceCom will
be paid in cash in full, including interest from the petition
date to the effective date of the Plan of Reorganization. |
|
|
|
Loral Orion unsecured creditors will receive approximately
80 percent of New Loral common stock and their pro rata
share of $200 million of preferred stock to be issued by
New Skynet. These creditors also will be offered the right to
subscribe to purchase their pro-rata share of $120 million
in new senior secured notes of New Skynet, which rights offering
will be underwritten by certain Loral Orion creditors who will
receive a $6 million fee which may be payable in additional
New Skynet notes. |
5
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
Loral bondholders and certain other unsecured creditors will
receive approximately 20 percent of the common stock of New
Loral. |
|
|
|
Existing common and preferred stock will be cancelled and no
distribution will be made to the holders of such stock. |
On December 17, 2004, the United States District Court for
the Southern District of New York reversed the Bankruptcy
Courts decision denying the motion of the Ad Hoc Loral
Stockholders Protective Committee for the appointment of an
examiner under section 1104(c) of the Bankruptcy Code and
remanded the matter to the Bankruptcy Court to appoint a
qualified independent examiner. On December 20, 2004, the
Bankruptcy Court ordered that the United States Trustee appoint
an examiner to determine whether the Debtors, including their
professionals, have used customary and appropriate processes and
procedures to value their assets and businesses or, on the
contrary, have employed improper processes and procedures in
order to arrive at a materially reduced valuation of their
assets and businesses. The Bankruptcy Court further ordered that
the examiner shall complete his or her investigation within
30 days of appointment and shall file his or her final
report within 60 days of appointment. The Bankruptcy Court
established a budget of $200,000 for the examiner to be paid by
the Debtors estates. On March 14, 2005, the examiner
filed his report with the Bankruptcy Court, in which he stated,
among other things, his conclusion that the value range of Loral
could reasonably exceed the value range set forth in our
December 2004 disclosure statement, leading, in the
examiners view, to potential alternative low, midpoint and
high enterprise valuations for Loral of $931 million,
$1,097 million and $1,263 million, respectively. On
March 29, 2005, the United States Trustee for the Southern
District of New York appointed an official committee of equity
security holders (the Equity Committee) (as amended
on April 7, 2005 and April 11, 2005).
Implementation of the Plan of Reorganization and the treatment
of claims and equity interests as provided therein are subject
to final documentation and confirmation of such Plan of
Reorganization by the Bankruptcy Court. The Bankruptcy Court
hearing to consider approval of the Disclosure Statement is set
for June 1, 2005, and, assuming its approval at that time,
the hearing to consider confirmation of the Plan of
Reorganization has been tentatively scheduled for July 13,
2005. The appointment of the Equity Committee may lead to a
delay in implementation of the Plan of Reorganization, and we
cannot predict with certainty when or if confirmation of the
Plan of Reorganization will occur. There can be no assurance
that we will be able to obtain court approval of the Disclosure
Statement or confirmation of the Plan of Reorganization.
Although our cash is mostly unrestricted, it resides in
different Debtor Subsidiaries and we are not able to move cash
freely between or among certain of our Debtor Subsidiaries
without Bankruptcy Court approval. Accordingly, one or more of
our Debtor Subsidiaries may not have sufficient cash to operate
while another Debtor Subsidiary may have surplus cash. In
particular, if SS/L does not receive a significant portion of
the insurance proceeds from the Telstar 14/Estrela do Sul-1
failure (see below) during the second quarter of 2005, SS/L will
need additional cash to operate.
Certain contracts that SS/L has entered into recently provide
that SS/Ls customer may defer milestone payments otherwise
due until after SS/L emerges from bankruptcy. Accordingly, SS/L
expects to incur, through July 31, 2005, costs of
approximately $59 million in performance on these contracts
without corresponding payments and expects to have vendor
termination liability exposure of approximately
$12 million. If SS/L has not emerged from bankruptcy by
July 31, 2005, SS/L will incur additional costs in
performing on these contracts, which will further increase its
cash needs during the pendency of the Chapter 11 Cases.
In January 2004, our Telstar 14/Estrela do Sul-1
satellites North solar array only partially deployed after
launch, diminishing the power and life expectancy of the
satellite. SS/L has submitted a constructive total loss claim to
the insurers for the insured value of $250 million (see
Note 8). SS/L has reached agreement with a number of
insurers with respect to this pending insurance claim. Under
this settlement, which is subject to Bankruptcy Court approval,
SS/L will receive 82% of each settling insurers respective
proportion of the
6
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
insured amount for an aggregate of $61 million. In
addition, under the settlement, the settling insurers will waive
any rights they may have to the satellite. SS/L is in the
process of finalizing settlement agreements with another group
of insurers on these same terms, which agreements, when executed
and approved by the Bankruptcy Court, will increase the
insurance proceeds to be received from the settling insurers to
approximately $122 million. The Bankruptcy Court hearing to
consider approval of the settlement is scheduled for
May 10, 2005, and, if approved, SS/L expects to receive the
insurance proceeds from the settling insurers in May 2005.
Pursuant to the terms of our security agreement with Intelsat,
$9.4 million of such insurance proceeds, representing the
remaining unearned portion of the $50 million advance
previously made by Intelsat to SS/L, will be deposited into a
restricted account subject to a control agreement in favor of
Intelsat, whereupon Intelsats security interest in all
other collateral will be released. If, however, the settlement
described above is not approved by the Bankruptcy Court, or, if
approved but SS/L does not receive insurance proceeds during the
second quarter of 2005, SS/L will need additional cash to
operate, which it must obtain from other Debtor Subsidiaries or
third parties. There can be no assurance that SS/L will be able
to obtain the funds it requires. As to the remaining insurers,
SS/L continues to negotiate with them to reach a similar
settlement. If SS/L is able to reach a settlement with all of
its insurers on the terms described above, SS/L will receive
aggregate insurance proceeds of $205 million and retain
title to the Telstar 14/Estrela do Sul-1 satellite. In the
event, however, that SS/L negotiates a lower settlement with the
remaining insurers (which will also require Bankruptcy Court
approval), SS/L may be required, under certain circumstances, to
adjust the settlement amount it receives from the settling
insurers as described above, to the lower settlement amount.
The accompanying unaudited condensed consolidated financial
statements (the financial statements) have been
prepared assuming Loral, in its current structure, will continue
as a going concern. However, the factors mentioned in
Note 2 above, among other things, raise substantial doubt
about our ability to continue as a going concern. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty. Our ability to continue as a
going concern is dependent on a number of factors including, but
not limited to, the Bankruptcy Courts confirmation of a
plan of reorganization, and maintaining good relations with our
customers, suppliers and employees. If a plan of reorganization
is not confirmed and implemented, we may be forced to liquidate
under applicable provisions of the Bankruptcy Code. We cannot
give any assurance of the level of recovery our creditors would
receive in a liquidation. The financial statements do not
include any adjustments to reflect the possible future effects
on the recoverability and classification of assets or the
amounts and classification of liabilities if we were forced to
liquidate (see Reorganization in Note 2).
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 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, 2005 are not necessarily indicative
of the results to be expected for the full year. The
December 31, 2004 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 financial statements have been prepared in accordance with
Statement of Position No. 90-7, Financial Reporting by
Entities in Reorganization under the Bankruptcy Code
(SOP 90-7). SOP 90-7 requires us to
distinguish prepetition liabilities subject to compromise from
postpetition liabilities in our
7
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
condensed consolidated balance sheets. The caption
liabilities subject to compromise reflects the
carrying value of prepetition claims that will be restructured
in our Chapter 11 Cases. In addition, our consolidated
statements of operations portray the results of operations of
the reporting entity during 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 Company are reported separately as
reorganization items, except those required to be reported as
discontinued operations and extraordinary items in conformity
with Statement of Financial Accounting Standards
(SFAS) No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets (SFAS 144) and
SFAS No. 145, Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13,
and Technical Corrections (SFAS 145). We did
not prepare combined financial statements for 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 position and results of operations.
During 2005 and 2004, Loral continued to maintain the 100%
valuation allowance against the net deferred tax assets of its
U.S. consolidated group, established at December 31,
2002 and recorded no benefit for its domestic loss. The income
tax provision for continuing operations includes any change to
this valuation allowance, any provision for current federal,
state and foreign income taxes and any adjustment to tax
contingency accruals for potential audit issues. The tax
contingency accruals are based on our estimate of whether
additional taxes will be due in the future. Any additional taxes
due will be determined only upon completion of current and
future federal, state and international tax audits. The timing
of such payments cannot be determined but we expect they will
not be made within one year. Any such liability would be
unsecured pre-petition liabilities in our bankruptcy proceedings
and will be afforded the treatment set forth in the plan of
reorganization approved by the Bankruptcy Court. Therefore, the
tax contingency liability is included in Liabilities
Subject to Compromise in the accompanying Condensed
Consolidated Balance Sheets.
|
|
|
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) for the three months ended
March 31, 2005 and 2004 respectively (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits | |
|
Other Benefits | |
|
|
| |
|
| |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
Service cost
|
|
$ |
2,846 |
|
|
$ |
2,324 |
|
|
$ |
352 |
|
|
$ |
274 |
|
Interest cost
|
|
|
5,778 |
|
|
|
5,548 |
|
|
|
1,313 |
|
|
|
1,069 |
|
Expected return on plan assets
|
|
|
(5,105 |
) |
|
|
(4,870 |
) |
|
|
(15 |
) |
|
|
(20 |
) |
Amortization of prior service cost
|
|
|
(9 |
) |
|
|
(9 |
) |
|
|
(481 |
) |
|
|
(483 |
) |
Amortization of net loss
|
|
|
1,557 |
|
|
|
1,164 |
|
|
|
693 |
|
|
|
564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,067 |
|
|
$ |
4,157 |
|
|
$ |
1,862 |
|
|
$ |
1,404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
Additional Cash Flow Information |
The following represents non-cash activities and supplemental
information to the condensed consolidated statements of cash
flows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
March 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Non-cash activities:
|
|
|
|
|
|
|
|
|
|
Unrealized losses on available-for-sale securities, net of taxes
|
|
$ |
|
|
|
$ |
(452 |
) |
|
|
|
|
|
|
|
|
Unrealized net losses on derivatives, net of taxes
|
|
$ |
(273 |
) |
|
$ |
(1,249 |
) |
|
|
|
|
|
|
|
Supplemental information:
|
|
|
|
|
|
|
|
|
|
Cash (paid) received for reorganization items:
|
|
|
|
|
|
|
|
|
|
|
Professional fees
|
|
$ |
(4,620 |
) |
|
$ |
(3,842 |
) |
|
|
|
|
|
|
|
|
|
Retention costs
|
|
$ |
|
|
|
$ |
(3,237 |
) |
|
|
|
|
|
|
|
|
|
Interest income
|
|
$ |
666 |
|
|
$ |
213 |
|
|
|
|
|
|
|
|
|
|
4. |
Discontinued Operations |
As described in Note 2, on March 17, 2004, we
completed the sale of our North American satellites and related
assets to Intelsat. The operating revenues and expenses of these
assets and interest expense on our secured bank debt through
March 18, 2004, have been classified as discontinued
operations under SFAS 144 for all periods presented. Due to
certain unsettled contingencies, we have deferred the expected
gain on the sale of approximately $11 million on our
condensed consolidated balance sheet as of March 31, 2005.
The determination of the actual gain will be finalized when all
contingencies are resolved. Accordingly, the actual gain
ultimately recognized may be different than the deferred gain
reflected here.
The following table summarizes certain statement of operations
data for the discontinued operations. In 2004, the operating
results of the discontinued operations are for the period from
January 1, 2004 to March 17, 2004, the date of the
sale and the write-off of approximately $11 million of debt
issuance costs to interest expense relating to secured bank debt
that we repaid. For the purposes of this presentation, in
accordance with SFAS 144, continuing operations includes
all indirect costs normally associated with these operations,
including telemetry, tracking and control, access control,
maintenance and engineering, selling and marketing, and general
and administrative.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
March 31, | |
|
|
| |
|
|
2005(a) |
|
2004 | |
|
|
|
|
| |
|
|
(In thousands) | |
Revenues of discontinued operations
|
|
$ |
|
|
|
$ |
29,106 |
|
|
|
|
|
|
|
|
Operating income
|
|
$ |
|
|
|
$ |
13,318 |
|
Interest expense
|
|
|
|
|
|
|
24,938 |
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
|
|
|
|
(11,620 |
) |
Income tax provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations
|
|
$ |
|
|
|
$ |
(11,620 |
) |
|
|
|
|
|
|
|
|
|
(a) |
There has been no activity related to discontinued operations
during the first quarter of 2005. |
9
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The satellites sold had a net book value of $906 million,
including insurance proceeds receivable of $123 million, as
of March 17, 2004, the date of the sale. The other related
assets and liabilities sold had a net book value of
$38 million and $12 million, respectively, as of
March 17, 2004.
|
|
5. |
Accounting for Stock Based Compensation |
The fair values of stock-based employee compensation below were
calculated based on the relative values of the options at the
date of grant. In order for the stock options to have any value
to the holders, the market value of our common stock would have
to rise from $0.22 at March 31, 2005 to greater than $3.80
(the lowest price of our stock options outstanding). However,
the Plan of Reorganization does not provide for participation or
recovery by our common shareholders and, accordingly, all stock
options outstanding as of March 31, 2005, have zero value
to the employees.
In accordance with 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), presented below are pro forma
results reflecting the application of the fair value-based
method of accounting for stock-based employee compensation.
Under SFAS 123, the fair value of stock-based awards to
employees is calculated using option pricing models, even though
such models were developed to estimate the fair value of freely
tradable, fully transferable options without vesting
restrictions, which differ significantly from our stock option
awards. These models also require subjective assumptions,
including future stock price volatility and expected exercise
time, which can significantly affect the calculated values. We
used the Black-Scholes option pricing model with the following
weighted average assumptions in our calculations: expected life,
six to twelve months following vesting; stock volatility, 90%;
risk free interest rate, 2.4% to 6.6% based on date of grant;
and dividends, none during the expected term. Our calculations
are based on a multiple option valuation approach and
forfeitures are recognized as they occur. The following table
summarizes what our pro forma net loss and pro forma loss per
share would have been if we used the fair value method under
SFAS 123 (in millions, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
March 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Reported loss from continuing operations
|
|
$ |
(26.2 |
) |
|
$ |
(68.0 |
) |
Add: Total stock based compensation charged to options under the
intrinsic value method, net of taxes
|
|
|
|
|
|
|
|
|
Less: Total stock based employee compensation determined under
the fair value method for all awards, net of taxes
|
|
|
|
|
|
|
(0.3 |
) |
|
|
|
|
|
|
|
Pro forma loss from continuing operations
|
|
|
(26.2 |
) |
|
|
(68.3 |
) |
Net loss from discontinued operations, net of taxes
|
|
|
|
|
|
|
(11.6 |
) |
|
|
|
|
|
|
|
Pro forma net loss applicable to common shareholders
|
|
$ |
(26.2 |
) |
|
$ |
(79.9 |
) |
|
|
|
|
|
|
|
Reported basic and diluted loss per share from continuing
operations
|
|
$ |
(0.59 |
) |
|
$ |
(1.54 |
) |
Pro forma basic and diluted loss per share from continuing
operations
|
|
|
(0.59 |
) |
|
|
(1.55 |
) |
Reported basic and diluted loss (earnings) per share from
discontinued operations
|
|
|
|
|
|
|
(0.26 |
) |
Reported basic and diluted loss per share
|
|
|
(0.59 |
) |
|
|
(1.80 |
) |
Pro forma basic and diluted loss per share
|
|
|
(0.59 |
) |
|
|
(1.81 |
) |
10
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The components of comprehensive loss are as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
March 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Net loss
|
|
$ |
(26,221 |
) |
|
$ |
(79,636 |
) |
Cumulative translation adjustment
|
|
|
(30 |
) |
|
|
(62 |
) |
Unrealized losses on available-for-sale securities, net of taxes
|
|
|
|
|
|
|
(452 |
) |
Foreign currency hedging:
|
|
|
|
|
|
|
|
|
|
Reclassifications into revenue and cost of sales from other
comprehensive income, net of taxes
|
|
|
(273 |
) |
|
|
(1,249 |
) |
|
|
|
|
|
|
|
Comprehensive loss
|
|
$ |
(26,524 |
) |
|
$ |
(81,399 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, | |
|
December 31, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
|
(In thousands) | |
Amounts billed
|
|
$ |
34,253 |
|
|
$ |
8,146 |
|
Unbilled receivables
|
|
|
30,712 |
|
|
|
10,894 |
|
|
|
|
|
|
|
|
|
|
$ |
64,965 |
|
|
$ |
19,040 |
|
|
|
|
|
|
|
|
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.
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, 2005,
SS/L had the following amounts denominated in Japanese yen
(which were translated into U.S. dollars based on the
March 31, 2005 exchange rate) that were unhedged (in
millions):
|
|
|
|
|
|
|
|
|
|
|
Japanese Yen | |
|
U.S. $ | |
|
|
| |
|
| |
Future revenues
|
|
|
¥ 1,248 |
|
|
$ |
11.6 |
|
Future expenditures
|
|
|
421 |
|
|
|
3.9 |
|
Contracts-in-process (unbilled receivables)
|
|
|
1,732 |
|
|
|
16.1 |
|
At March 31, 2005, SS/ L also had future expenditures in
euros of 78,000 ($100,000 U.S.) that were unhedged.
Foreign exchange gains or losses are reflected on the Condensed
Consolidated Statement of Operations as Other income (expense)
and we have reclassified $2.5 million of such foreign
exchange losses for the three months ended March 31, 2004
by reducing interest expense and increasing Other expense by
$2.5 million.
11
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
8. |
Property, Plant and Equipment |
|
|
|
|
|
|
|
|
|
|
|
March 31, | |
|
December 31, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
|
(In thousands) | |
Land and land improvements
|
|
$ |
24,833 |
|
|
$ |
24,827 |
|
Buildings
|
|
|
86,980 |
|
|
|
87,133 |
|
Leasehold improvements
|
|
|
15,945 |
|
|
|
15,638 |
|
Satellites in-orbit, including satellite transponder rights of
$279.6 million
|
|
|
1,092,761 |
|
|
|
1,093,951 |
|
Earth stations
|
|
|
81,258 |
|
|
|
82,577 |
|
Equipment, furniture and fixtures
|
|
|
277,497 |
|
|
|
276,948 |
|
Other construction in progress
|
|
|
3,419 |
|
|
|
2,337 |
|
|
|
|
|
|
|
|
|
|
|
1,582,693 |
|
|
|
1,583,411 |
|
Accumulated depreciation and amortization
|
|
|
(805,963 |
) |
|
|
(784,503 |
) |
|
|
|
|
|
|
|
|
|
$ |
776,730 |
|
|
$ |
798,908 |
|
|
|
|
|
|
|
|
On March 17, 2004 we sold our North American satellites and
related assets (see Notes 2 and 4).
In January 2004, our Telstar 14/ Estrela do Sul-1
satellites North solar array only partially deployed after
launch, diminishing the power and life expectancy of the
satellite. At the end of March 2004, the satellite began
commercial service able to operate 15 of its 41 transponders.
The satellites life expectancy is now approximately seven
years, as compared to a design life of 15 years. During
March 2004, we recorded an impairment charge of $12 million
to reduce the carrying value of the satellite and related assets
to the expected proceeds from insurance of $250 million.
Until the claim process with the insurers has been completed,
however, there can be no assurance as to the amount of the
insurance proceeds that we will receive regarding this claim
(see Note 2 for a discussion of settlement negotiations
with insurers). We believe resolution of the insurance claim
will not have a material adverse effect on our consolidated
financial position or our results of operations, although no
assurance can be provided.
On September 20, 2002, and as further amended in March
2003, we agreed with APT Satellite Company Limited
(APT) to jointly acquire the Apstar V satellite (now
known as Telstar 18). Under this agreement, we were initially to
acquire 23% of the satellite in return for paying 25% of the
project cost, and were to pay APT over time an additional 25% of
the project cost to acquire an additional 23% interest in the
satellite. In August 2003, we amended our various agreements
with APT, converting our arrangement from joint ownership to a
lease, but leaving unchanged the cost allocation between the
parties relating to the project cost of the satellite. Under
this arrangement, we retain title to the entire satellite. The
number of transponders leased to APT are reduced over time upon
repayment by us of the second 25% of the satellites
project cost, ultimately to 54% of the satellites
transponder capacity. In November 2003, we agreed with APT to
further revise our existing arrangement. Under this revised
arrangement, we agreed, among other things, to accelerate the
termination of APTs leasehold interest in 4.5 transponders
by assuming $20.4 million of project cost which otherwise
would have been initially paid by APT, decreasing APTs
initial leased transponder capacity from 77% to 69% (or 37
transponders). In addition, we agreed to provide to APT, at no
additional cost, certain unused capacity on Telstar 10/
Apstar IIR during an interim period (which has since
expired), and telemetry, tracking and control services for the
life of the satellite.
During September 2004, our Telstar 18 satellite began commercial
service and we recognized $87 million of sales and
$80 million of cost of sales relating to the sales-type
lease element of our agreement with APT. In addition, as of
March 31, 2005, we have recorded $11 million of
deferred revenue relating to the operating lease and service
elements of the agreement (primarily APTs lease of four
transponders for four years and
12
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
four additional transponders for five years and our providing
APT with telemetry tracking and control services for the life of
the satellite), which will be recognized on a straight-line
basis over the life of the related element to be provided. Also,
at March 31, 2005, we recorded a long-term liability of
$22 million, representing the present value of our
obligation to make future payments of $18.1 million to APT
on each of the fourth and fifth service anniversaries of
Telstar 18, whereupon APTs leasehold interest in the
related transponders described in the preceding sentence, would
be terminated.
|
|
9. |
Investment in and Advances to Affiliates |
Investment in and advances to affiliates consist of (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, | |
|
December 31, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
XTAR equity investment
|
|
$ |
55,795 |
|
|
$ |
49,181 |
|
|
|
|
|
|
|
|
Equity losses in affiliate, consists of (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
March 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
XTAR
|
|
$ |
(739 |
) |
|
$ |
(403 |
) |
|
|
|
|
|
|
|
The condensed consolidated statements of operations reflect the
effects of the following amounts related to transactions with or
investments in affiliates (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
March 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Revenues
|
|
$ |
2,904 |
|
|
$ |
3,088 |
|
Interest expense capitalized on development stage enterprise
|
|
|
|
|
|
|
478 |
|
Elimination of our proportionate share of profits relating to
affiliate transactions
|
|
|
301 |
|
|
|
300 |
|
Loss relating to affiliate transactions not eliminated
|
|
|
(236 |
) |
|
|
(264 |
) |
XTAR
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, S.A.,
and agencies of the Spanish government. XTAR was formed to
construct and launch an X-band satellite to provide X-band
services to government users in the United States and Spain, as
well as other friendly and allied nations. XTARs satellite
was successfully launched on February 12, 2005 and
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 in proportion to their respective ownership interests
have contributed $109.6 million to XTAR.
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.
13
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
In January 2005, Hisdesat provided XTAR with a convertible loan
in the amount of $10.8 million, 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%.
We have received Bankruptcy Court approval to contribute our
share of $2.0 million of additional capital contributions
($1.1 million) to XTAR. This additional contribution has
not been made by either us or Hisdesat to date.
XTAR entered into a Launch Services Agreement with Arianespace,
S.A. providing for launch of its satellite on Arianespaces
Ariane 5 ECA launch vehicle. Arianespace provided a one-year,
$15.8 million, 10% 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 following commencement of operations by XTAR.
If XTAR is unable to repay the Arianespace loan when due,
Arianespace will have the right to foreclose on the XTAR assets
pledged as collateral, which may adversely affect our investment
in XTAR.
XTAR has agreed to lease certain transponders on the Spainsat
satellite, which is being constructed by SS/L for Hisdesat.
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.
On June 29, 2004, Globalstar, L.P. (Globalstar)
was dissolved. As a result of Globalstars liquidation, we
recorded equity income of $47 million on the reversal of
vendor financing liabilities that were non-recourse to SS/L in
the event of non-payment by Globalstar.
On April 14, 2004, Globalstar announced the completion of
its financial restructuring following the formal acquisition of
its main business operations and assets by Thermo Capital
Partners LLC (Thermo), effectively resulting in
Globalstar exiting from bankruptcy. Thermo invested
$43 million in the newly formed Globalstar company
(New Globalstar) in exchange for an 81.25% equity
interest, with the remaining 18.75% of the equity to be
distributed to the creditors of Globalstar. Our share of the
equity interest is approximately 2.7% of New Globalstar, for
which we assigned no value. Upon receipt of our equity interest
in New Globalstar in June 2004, we reversed the
$2.8 million unrealized gain included in accumulated other
comprehensive income against the remaining $2.8 million
investment in Globalstars $500 million credit
facility, which had no impact on our condensed consolidated
results of operations.
In 1997, in connection with the privatization of Satélites
Mexicanos, S.A. de C.V. (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), 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 and has 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. As Servicios did not repay the Government
Obligation when it was due, the Mexican Government could
foreclose on these shares, which would result in Loral losing
nearly all of its investment stake in Satmex. A small portion of
our ownership is comprised of direct equity interests in Satmex
and such interest has not been pledged.
14
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
On June 30, 2004, Satmexs outstanding secured
floating rate notes became due and Satmex did not make the
required principal payment of $203 million. On
November 1, 2004 Satmexs outstanding high yield bonds
became due and Satmex did not make the required principal
payments of $320 million. Satmex has been working for the
past year with its shareholders, including Loral, and
Satmexs creditors to negotiate a financial restructuring
plan. To date, no agreement has been reached that satisfies all
parties. Satmex has stated in its public filings that it may be
forced to file under either Chapter 11 of the United States
Bankruptcy Code or Mexican reorganization law or both.
As of March 31, 2005, 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 our
equity loss in Satmex), due to the financial difficulties that
Satmex was having. Accordingly, there is no requirement for us
to provide for our allocated share of Satmexs net losses
subsequent to September 30, 2003.
|
|
10. |
Other Acquired Intangible Assets |
Other acquired intangible assets are included in other assets in
our condensed consolidated balance sheets as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2005 | |
|
December 31, 2004 | |
|
|
| |
|
| |
|
|
Gross | |
|
Accumulated | |
|
Gross | |
|
Accumulated | |
|
|
Amount | |
|
Amortization | |
|
Amount | |
|
Amortization | |
|
|
| |
|
| |
|
| |
|
| |
Regulatory fees
|
|
$ |
22.5 |
|
|
$ |
(8.1 |
) |
|
$ |
22.5 |
|
|
$ |
(7.7 |
) |
Other intangibles
|
|
|
13.0 |
|
|
|
(12.4 |
) |
|
|
13.0 |
|
|
|
(12.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
35.5 |
|
|
$ |
(20.5 |
) |
|
$ |
35.5 |
|
|
$ |
(19.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2005, the weighted average remaining
amortization period for regulatory fees was approximately
10 years and less than one year for other intangibles.
Total pre-tax amortization expense for other acquired intangible
assets was $0.8 million for the three months ended
March 31, 2005 and 2004, respectively. Annual pre-tax
amortization expense for other acquired intangible assets for
the five years ended December 31, 2009 is estimated to be
as follows (in millions):
|
|
|
|
|
2005
|
|
$ |
2.5 |
|
2006
|
|
|
1.4 |
|
2007
|
|
|
1.4 |
|
2008
|
|
|
1.4 |
|
2009
|
|
|
1.4 |
|
|
|
11. |
Liabilities Subject to Compromise |
As discussed in Note 2, we and our Debtor Subsidiaries have
been operating as debtors in possession under the jurisdiction
of the Bankruptcy Court and in accordance with the provisions of
the Bankruptcy Code.
On the condensed consolidated balance sheets, the caption
liabilities subject to compromise reflects our
carrying value of prepetition claims that will be restructured
in our Chapter 11 Cases. Pursuant to court order, we have
been authorized to pay certain prepetition operating liabilities
incurred in the ordinary course of business (e.g. salaries and
insurance). Since July 15, 2003, as permitted under the
Bankruptcy Code, we have rejected certain of our prepetition
contracts and are calculating our estimated liability to the
unsecured creditors affected by these rejections. The Bankruptcy
Court established January 26, 2004 as the bar date in the
Debtors Chapter 11 Cases, which is the date by which
prepetition claims against us and our Debtor Subsidiaries were
to have been filed for claimants to receive any distribution in
the Chapter 11 Cases.
15
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Differences between liability amounts estimated by us and claims
filed by our creditors are being investigated and the Bankruptcy
Court will make a final determination of the allowable claims.
The determination of how liabilities ultimately will be treated
cannot be made until the Bankruptcy Court approves a
Chapter 11 plan of reorganization. (See Note 2). We
will continue to evaluate the amount and classification of our
prepetition liabilities through the remainder of our
Chapter 11 Cases. Should we identify additional liabilities
subject to compromise, we will recognize them accordingly. As a
result, liabilities subject to compromise may
change. Claims classified as liabilities subject to
compromise represent secured as well as unsecured claims.
Liabilities subject to compromise at March 31, 2005 and
December 31, 2004 consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, | |
|
December 31, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Debt obligations (Note 12)
|
|
$ |
1,269,977 |
|
|
$ |
1,269,977 |
|
Accounts payable
|
|
|
55,311 |
|
|
|
52,728 |
|
Accrued employment costs
|
|
|
512 |
|
|
|
542 |
|
Customer advances
|
|
|
30,502 |
|
|
|
30,837 |
|
Accrued interest and preferred dividends
|
|
|
40,428 |
|
|
|
40,428 |
|
Income taxes payable
|
|
|
40,854 |
|
|
|
38,934 |
|
Pension and other postretirement liabilities
|
|
|
182,870 |
|
|
|
178,647 |
|
Other liabilities
|
|
|
79,286 |
|
|
|
79,926 |
|
6% Series C convertible redeemable preferred stock
|
|
|
187,274 |
|
|
|
187,274 |
|
6% Series D convertible redeemable preferred stock
|
|
|
36,707 |
|
|
|
36,707 |
|
|
|
|
|
|
|
|
|
|
$ |
1,923,721 |
|
|
$ |
1,916,000 |
|
|
|
|
|
|
|
|
|
|
|
Series C and D Preferred Stock |
In August 2002, our Board of Directors approved a plan to
suspend indefinitely the future payment of dividends on our two
series of preferred stock. Accordingly, we have deferred the
payments of quarterly dividends due on the Series C and
Series D preferred stock. On July 15, 2003, we stopped
accruing dividends on the two series of preferred stock as a
result of our Chapter 11 filing. Because we failed to pay
dividends on the Series C and the Series D preferred
stock for six quarters, holders of the majority of each class of
such preferred stock are now entitled, subject to the applicable
effects of the Chapter 11 Cases and Lorals Bermuda
insolvency proceedings, to elect two additional members, for a
total of four, to Lorals Board of Directors. The Plan of
Reorganization does not provide for participation or recovery by
holders of our preferred stock.
16
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
March 31, | |
|
December 31, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
|
(In thousands) | |
Loral Orion 10.00% senior notes due 2006:
|
|
|
|
|
|
|
|
|
|
Principal amount
|
|
$ |
612,704 |
|
|
$ |
612,704 |
|
|
Accrued interest (deferred gain on debt exchanges)
|
|
|
214,446 |
|
|
|
214,446 |
|
Loral 9.50% Senior notes due 2006
|
|
|
350,000 |
|
|
|
350,000 |
|
Loral Orion debt non-recourse to Loral:
|
|
|
|
|
|
|
|
|
|
11.25% Senior notes due 2007 (principal amount
$37 million)
|
|
|
39,402 |
|
|
|
39,402 |
|
|
12.50% Senior discount notes due 2007 (principal amount
$49 million)
|
|
|
53,425 |
|
|
|
53,425 |
|
|
|
|
|
|
|
|
Total debt
|
|
|
1,269,977 |
|
|
|
1,269,977 |
|
Less, current maturities included in liabilities subject to
compromise (Note 11)
|
|
|
1,269,977 |
|
|
|
1,269,977 |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
As a result of our voluntary petitions for reorganization, all
of our prepetition debt obligations were accelerated. A
creditors committee was appointed in the Chapter 11
Cases to represent all unsecured creditors, including all of our
debt holders and, in accordance with the provisions of the
Bankruptcy Code, the committee has the right to be heard on all
matters that come before the Bankruptcy Court (see Note 2).
On March 17, 2004, we repaid all $967 million of our
outstanding secured bank debt (see Notes 2 and 4). As of
March 31, 2005, the principal amounts of our prepetition
debt obligations were $1.049 billion.
Subsequent to our voluntary petitions for reorganization on
July 15, 2003, we only recognized and paid interest on our
secured bank debt through March 18, 2004 and stopped
recognizing and paying interest on all other outstanding debt
obligations. While we are in Chapter 11, we only recognize
interest expense to the extent paid. For each of the three
months ended March 31, 2005 and 2004, we did not recognize
$10.9 million of interest expense on our 9.5%, 11.25% and
12.5% senior notes and $15.3 million of a reduction to
accrued interest on our 10% senior notes as a result of the
suspension of interest payments on our debt obligations.
|
|
13. |
Reorganization Expenses due to Bankruptcy |
Reorganization expenses due to bankruptcy were as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
March 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Professional fees
|
|
$ |
5,489 |
|
|
$ |
5,008 |
|
Employee retention costs
|
|
|
182 |
|
|
|
3,520 |
|
Severance costs
|
|
|
503 |
|
|
|
|
|
Vendor settlement gains
|
|
|
125 |
|
|
|
|
|
Interest income
|
|
|
(666 |
) |
|
|
(213 |
) |
|
|
|
|
|
|
|
|
Total reorganization expenses due to bankruptcy
|
|
$ |
5,633 |
|
|
$ |
8,315 |
|
|
|
|
|
|
|
|
17
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
14. |
Commitments and Contingencies |
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 the remaining
warranty period. A reconciliation of such deferred amounts for
the three months ended March 31, 2005, is as follows (in
millions):
|
|
|
|
|
Balance of deferred amounts at January 1, 2005
|
|
$ |
26.0 |
|
Accruals for deferred amounts issued during the period
|
|
|
0.8 |
|
Accruals relating to pre-existing contracts (including changes
in estimates)
|
|
|
0.7 |
|
|
|
|
|
Balance of deferred amounts at March 31, 2005
|
|
$ |
27.5 |
|
|
|
|
|
Loral Skynet has in the past entered into prepaid leases and one
other arrangement relating to transponders on its satellites,
under which Loral Skynet has certain warranty obligations. As of
March 31, 2005, Loral Skynet continues to provide for a
warranty for periods of approximately five to eight years with
respect to one transponder under the prepaid leases and four
transponders under the other arrangement. In the event of
transponder failure, customers are entitled to compensation if
Skynet is unable to provide replacement capacity, which
compensation is normally covered by insurance. In the case of
prepaid leases, the customer would be entitled to a refund equal
to the unamortized portion of the lease prepayment made by the
customer. For the other arrangement, in the event of an
unrestored failure, the customer would be entitled to
compensation on contractually prescribed amounts that decline
over time.
We filed for bankruptcy protection on July 15, 2003 and are
subject to its associated risks and uncertainties (see
Notes 2 and 3).
Nineteen 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 minor losses of power from their
solar arrays. Although to date, neither we nor any of the
customers using the affected satellites have experienced any
degradation in performance, there can be no assurance that one
or more of the affected satellites will not experience
additional power loss that could result in performance
degradation, including loss of transponder capacity or reduction
in power transmitted. 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
18
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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
have designs similar to Intelsat Americas 7 and, therefore,
could be susceptible to similar anomalies in the future. A
partial or complete loss of a satellite could result in a loss
of orbital incentive payments to SS/L.
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 believe that the insurers will require either
exclusions of, or limitations on, coverage due to solar array
failures in connection with future insurance renewals for these
two satellites. There can no assurance that we can renew such
insurance on acceptable terms. An uninsured loss of a satellite
would have a material adverse effect on our consolidated
financial position and our results of operations.
SS/L has contracted to build a spot beam, Ka-band satellite for
a customer planning to offer broadband data services directly to
the consumer. SS/L had suspended work on this program in
December 2001 while the customer and SS/L discussed how to
resolve a contract dispute. In March 2003, SS/L and the customer
reached an agreement in principle to restart the satellite
construction program, and, in June 2003, SS/L and the customer
executed a definitive agreement and SS/L entered into a security
agreement with the customer that provided the customer with a
security interest in the work-in-progress of the customers
contract (the SS/L Security Agreement). In September
2004, SS/L and the customer amended the agreement to provide
for, among other things, acceleration of the payment of
$15 million of the outstanding vendor financing (received
in October 2004) and the granting of a security interest by the
customer to secure payment of the remaining vendor financing
(the Customer Security Agreement). In October 2004,
the Bankruptcy Court approved the Customer Security Agreement
and SS/Ls assumption of the amended contract and the SS/L
Security Agreement. As of March 31, 2005, SS/L had billed
and unbilled accounts receivable and vendor financing
arrangements of $54 million (including accrued interest of
$15 million) with this customer, of which approximately
$46 million will be paid to SS/L beginning in 2006 through
2011.
Under the terms of a master settlement agreement entered into
with Alcatel Space (together with Alcatel Space Industries,
Alcatel), the arbitration brought by Alcatel against
Loral and a related court proceeding to confirm the arbitral
tribunals partial award were suspended, with termination
of the arbitration to occur on the date of confirmation of a
plan of reorganization or a liquidation, provided that if any
action is commenced in the Chapter 11 Cases seeking the
repayment, disgorgement or turnover of the transfers made in
connection with the master settlement agreement, because of the
commencement of the Chapter 11 Cases, the arbitration and
related court confirmation proceeding would not be terminated
until such repayment, disgorgement or turnover action had been
dismissed. The master settlement agreement also provides that
Alcatel is entitled to reinstate the arbitration if it is
required by judicial order to repay, disgorge or turn over the
consideration paid to it under the agreement in the context of
the Chapter 11 Cases.
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 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,
19
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
which could result in the cancellation of contracts by its
customers, the incurrence of penalties or the loss of incentive
payments under these contracts.
The launch of ChinaSat 8 has been delayed pending
SS/Ls obtaining the approvals required for the launch. In
June 2004, the Bankruptcy Court approved a settlement agreement
among ChinaSat, SS/L and China Great Wall Industry Corporation
which resolved a portion of the disputes outstanding among the
parties. This settlement agreement provided, among other things,
for a release by ChinaSat of any claim it may have against SS/L
to recover some or all of the $52 million that ChinaSat
paid to SS/L, and SS/L paid to China Great Wall, for a Chinese
launch vehicle. In February 2005, SS/L and ChinaSat reached a
global settlement to resolve all other issues outstanding
between the two companies, which settlement was approved by the
Bankruptcy Court in April 2005. Under the terms of that
settlement, SS/L assumed its construction contract with
ChinaSat, as amended to reflect the terms of the settlement.
SS/L in turn has no obligation to deliver the ChinaSat 8
satellite until all required export licenses are received. SS/L
and ChinaSat provided mutual releases in respect of any
liability under the original contract and ChinaSat agreed to
withdraw all claims filed against SS/L and its affiliates in
their bankruptcy proceedings.
In 1999, as part of its discussions with ChinaSat over the delay
in delivery of the ChinaSat 8 satellite, we agreed to
provide to ChinaSat usage rights to one Ku-band and two C-band
transponders on our Telstar 10 satellite for the life of
the satellite. As part of the terms of the overall settlement
reached in February 2005, ChinaSat agreed to relinquish its
rights in the two C-band transponders on the Telstar 10
satellite, in exchange for rights to use two Ku-band
transponders one on Telstar 10 for the life of
the satellite and another on Telstar 18 for the life of the
Telstar 10 satellite plus two years. This transponder
arrangement was also approved by the Bankruptcy Court in April
2005.
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.
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. We believe that ILSs counterclaims
are without merit and intend to defend against them vigorously
and will continue to seek recovery of SS/Ls deposits. 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.
We have estimated that we will incur approximately
$47 million to repair a satellite that was damaged in
transit, a significant portion of which we expect to recover
through insurance coverage. We believe resolution of the
insurance claim will not have a material adverse effect on our
consolidated financial position or our results of operations,
although no assurance can be provided.
20
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
On October 21, 2002, National Telecom of India
Ltd.(Natelco) filed suit against 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 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.
We believe that the claims are without merit and intend to
vigorously defend against them. As a result of the commencement
of the Chapter 11 Cases, this lawsuit is subject to the
automatic stay and further proceedings in the matter have been
suspended.
|
|
|
Lawsuits against our Directors and Officers |
In August 2003, plaintiffs Robert Beleson and Harvey Matcovsky
filed a purported class action complaint against Bernard
Schwartz in the United States District Court for the Southern
District of New York. 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 Lorals 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
Loral. The class of plaintiffs on whose behalf the lawsuit has
been asserted consists of all buyers of 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,
and discovery has commenced and is ongoing.
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 Schwartz and Richard J. Townsend in
the United States District Court for the Southern District of
New York. 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
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 Loral. The class of plaintiffs
on whose behalf the lawsuit has been asserted consists of all
buyers of 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, and discovery has commenced.
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 Loral employees and participants
in the Loral Savings Plan (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 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 Loral common stock as an
investment alternative and by providing matching contributions
under the Savings
21
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Plan in 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 Loral stock. In October 2004, defendants
filed a motion to dismiss the amended complaint in its entirety
which is pending before the court.
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. Discovery has
commenced and is ongoing.
In March 2001, Loral entered into an agreement (the Sale
Agreement) with Rainbow DBS Holdings, Inc.
(Rainbow) pursuant to which Loral agreed to sell to
Rainbow its interest in R/L DBS Company, LLC
(R/L DBS) for a purchase price of
$33 million (plus interest at 8% from April 1, 2001).
Lorals receipt of the purchase price is, however,
contingent on the occurrence of certain events, including the
sale of substantially all of the assets of R/L DBS. At the
time of the Sale Agreement, Lorals investment in
R/L DBS had been recorded at zero and Loral did not record
a receivable or gain from this sale. During the quarter ended
March 31, 2005, Rainbow entered into an agreement to sell
its Rainbow 1 satellite and related assets to EchoStar
Communications Corporation, which sale, if consummated, would
result in Lorals realization of the proceeds from the Sale
Agreement. Rainbows sale transaction with EchoStar is,
however, subject to various closing conditions, including
receipt of regulatory approval. Loral will not receive any
payment unless and until such sale transaction is consummated.
There can be no assurance that Rainbows transaction with
EchoStar will be consummated. Moreover, upon receipt by Loral of
some or all of the purchase price from Rainbow, a third party
would have a prepetition claim against Loral of up to
$3 million.
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 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. These claims against us are generally subject to the
automatic stay as a result of the commencement of the
Chapter 11 Cases.
|
|
|
Globalstar Related Matters |
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 against GTL, 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,
GTL, Globalstar Capital Corporation, Loral and Bernard L.
Schwartz alleging (a) that all defendants (except 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 Loral and Mr. Schwartz are secondarily liable
for these alleged misstatements and omissions under
22
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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 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. We believe that we have meritorious defenses to this class
action lawsuit and intend to pursue them vigorously. As a result
of the commencement of the Chapter 11 Cases, however, this
lawsuit is subject to the automatic stay and further proceedings
in the matter have been suspended insofar as Loral is concerned
but are proceeding as to Mr. Schwartz. In December 2003, a
motion to dismiss the amended complaint in its entirety was
denied by the court insofar as GTL and Mr. Schwartz are
concerned. In December 2004, plaintiffs motion for
certification of the class was granted. Trial of this case has
been scheduled for July 2005. In June 2004, Globalstar was
dissolved, and in October 2004, GTL was liquidated pursuant to
chapter 7 of the Bankruptcy Code.
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 Loral common
stock against 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 alleging
(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 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 Loral. The class of plaintiffs
on whose behalf the lawsuit has been asserted consists of all
buyers of 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 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. Loral believes that it has meritorious defenses to
this class action lawsuit and intends to pursue them vigorously.
As a result of the commencement of the Chapter 11 Cases,
however, this lawsuit is subject to the automatic stay, and
further proceedings in the matter have been suspended, insofar
as Loral is concerned but are proceeding as to the other
defendants.
In addition, the primary insurer under our directors and
officers liability insurance policy has denied coverage under
the policy for the In re: Loral Space &
Communications Ltd. Securities Litigation case 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, we and the other defendants
served our 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, we and the other defendants also filed a third
party complaint against the excess insurers seeking a
declaration that they are obligated to provide coverage. We
believe that the insurers have wrongfully denied coverage and
intend to defend against the denial vigorously. As a result of
the commencement of the Chapter 11 Cases, however, this
lawsuit is subject to the automatic stay and further proceedings
in the matter have been suspended insofar as we are concerned
but are proceeding as to the other defendants.
23
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
We are obligated, subject to the effects of the Chapter 11
Cases, to indemnify our directors and officers for any losses or
costs they may incur as a result of the lawsuits described above
in Lawsuits against our Directors and Officers and in Globalstar
Related Matters. The Plan of Reorganization provides that our
liability 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.
The Plan of Reorganization does not provide for recovery for
claims arising from the rescission of, or damages arising from,
the purchase or sale of any security of the Debtors and their
affiliates, including the claims described above.
Basic loss per share is computed based upon the weighted average
number of shares of common stock outstanding. Diluted loss per
share excludes the assumed conversion of the Series C
Preferred Stock (936,371 shares) and the Series D
Preferred Stock (185,104 shares), as their effect would
have been antidilutive. For the three months ended
March 31, 2005 and 2004, there were 2,002,870 and 2,387,213
options, respectively, outstanding that were excluded from the
calculation of diluted loss per share. In addition, for the
three months ended March 31, 2005 and 2004, there were
617,226 and 604,299 warrants, respectively, 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):
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
March 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Numerator for basic and diluted loss per share:
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
$ |
(26,221 |
) |
|
$ |
(68,016 |
) |
|
Loss from discontinued operations
|
|
|
|
|
|
|
(11,620 |
) |
|
|
|
|
|
|
|
|
Loss applicable to common stockholders
|
|
$ |
(26,221 |
) |
|
$ |
(79,636 |
) |
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
44,108 |
|
|
|
44,108 |
|
|
|
|
|
|
|
|
Basic and diluted (loss) earnings per share:
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$ |
(0.59 |
) |
|
$ |
(1.54 |
) |
|
Discontinued operations
|
|
|
|
|
|
|
(0.26 |
) |
|
|
|
|
|
|
|
Loss per share
|
|
$ |
(0.59 |
) |
|
$ |
(1.80 |
) |
|
|
|
|
|
|
|
We are organized into two operating segments: Satellite Services
and Satellite Manufacturing (see Note 1 and Note 2
regarding the sale of our North American satellites and related
assets).
The common definition of EBITDA is Earnings Before
Interest, Taxes, Depreciation and Amortization. In
evaluating financial performance, we use revenues and operating
income (loss) from continuing operations before depreciation and
amortization, including amortization of unearned stock
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 amortization of stock compensation;
reorganization expenses due to bankruptcy; gain (loss) on
investments; other income (expense); equity in net income
(losses) of affiliates, net of tax; minority interest, net of
tax; income (loss) from discontinued operations, net of taxes;
cumulative effect of change in accounting principle, net of tax;
and
24
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
extraordinary gain on acquisition of 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 are in Chapter 11, we only recognize interest
expense on the actual interest payments we make. During this
period, we do not expect to 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 are only incurred during the period we are in
Chapter 11. These expenses have been excluded from Adjusted
EBITDA to maintain comparability with our results during periods
we are 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.
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.
25
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Summarized financial information concerning the reportable
segments is as follows (in millions):
Three Months Ended March 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Satellite | |
|
Satellite | |
|
|
|
|
|
|
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(5)
|
|
$ |
9.1 |
|
|
$ |
4.2 |
|
|
$ |
(5.7 |
) |
|
$ |
7.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eliminations(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.2 |
|
Depreciation and
amortization(6)(7)
|
|
$ |
(19.4 |
) |
|
$ |
(4.0 |
) |
|
$ |
(0.2 |
) |
|
|
(23.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reorganization expenses due to bankruptcy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(26.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets(7)
|
|
$ |
767.0 |
|
|
$ |
369.3 |
|
|
$ |
43.0 |
|
|
$ |
1,179.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Three Months Ended March 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Satellite | |
|
Satellite | |
|
|
|
|
|
|
Services | |
|
Manufacturing | |
|
Corporate(1) | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
Revenues and Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from external
customers(2)
|
|
$ |
30.0 |
|
|
$ |
74.4 |
|
|
|
|
|
|
$ |
104.4 |
|
Intersegment revenues
|
|
|
1.1 |
|
|
|
26.6 |
|
|
|
|
|
|
|
27.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating segment revenues
|
|
$ |
31.1 |
|
|
$ |
101.0 |
|
|
|
|
|
|
|
132.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eliminations(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(28.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues as reported
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
103.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA before
eliminations(4)(5)
|
|
$ |
(10.2 |
) |
|
$ |
3.6 |
|
|
$ |
(8.6 |
) |
|
$ |
(15.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eliminations(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18.6 |
) |
Depreciation and
amortization(6)(7)
|
|
$ |
(36.0 |
) |
|
$ |
(5.0 |
) |
|
$ |
(0.2 |
) |
|
|
(41.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reorganization expenses due to bankruptcy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(68.1 |
) |
Interest and investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.6 |
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.5 |
|
Other expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.5 |
) |
Income tax provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.2 |
) |
Equity in net losses of affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.4 |
) |
Minority interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(68.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets(7)
|
|
$ |
953.9 |
|
|
$ |
417.4 |
|
|
$ |
103.3 |
|
|
$ |
1,474.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Represents corporate expenses incurred in support of our
operations. |
|
(2) |
Includes revenues from affiliates of $2.9 million and
$3.1 million for the three months ended March 31, 2005
and 2004, 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) |
Satellite Manufacturing excludes a charge of $10.3 million
in 2004, as a result of the settlement of all orbital
receivables on satellites sold to Intelsat. This charge had no
effect on Lorals condensed consolidated results. |
27
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(5)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
|
Ended March 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Satellite Services includes:
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA before specific charges
|
|
$ |
9.1 |
|
|
$ |
1.8 |
|
|
Impairment charge for Telstar 14/ Estrela do Sul-1 satellite
(see Note 8)
|
|
|
|
|
|
|
(12.0 |
) |
|
|
|
|
|
|
|
|
Satellite Services segment Adjusted EBITDA before eliminations
|
|
$ |
9.1 |
|
|
$ |
(10.2 |
) |
|
|
|
|
|
|
|
|
|
(6) |
Includes depreciation expense of $23 million for the three
months ended March 31, 2004, related to our Telstar 11
satellite for which depreciation was accelerated due to the
estimated end of depreciable life to June 2004 from March 2005. |
|
(7) |
Amounts are presented after the elimination of intercompany
profit. |
|
|
17. |
New Accounting Pronouncements |
In December 2004, the FASB issued Statement of Financial
Accounting Standards No. 153, Exchange of Nonmonetary
Assets, (SFAS 153) an amendment of Accounting
Research Bulletin (ARB) No. 29. It eliminates
the exception from fair value measurement for nonmonetary
exchanges of similar productive asset in paragraph 21(b) of
APB No. 29 and replaces it with an exception for exchanges
that do not have commercial substance. This statement specifies
that a nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change
significantly as a result of the exchange. The provision of this
Statement shall be effective for nonmonetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005.
Earlier application is permitted for nonmonetary assets
exchanges occurring in fiscal periods beginning after the date
this Statement is issued. Currently, we have not completed an
assessment of the impact of adopting SFAS 153.
In December 2004, the FASB issued SFAS No. 123
(Revised 2004), Share-Based Payment,
(SFAS 123R) which requires recognition of
compensation cost for stock options and other stock-based awards
based on their fair value, generally measured at the date of
grant. Compensation cost will be recorded over the period that
an employee provides service in exchange for the award. For
pre-existing awards, compensation cost is recognized after the
effective date of SFAS 123R for the portion of outstanding
awards where service has not yet been rendered, based on the
grant date fair value of those awards as previously determined
under SFAS 123. We are required to adopt SFAS 123R as
of January 1, 2006.
In November 2004, the FASB issued Statement of Financial
Accounting Standards No. 151, Inventory Costs,
(SFAS 151) an amendment of Accounting Research
Bulletin (ARB) No. 43, to clarify the
accounting for abnormal amounts of idle facility expense,
freight, handling costs, and wasted material (spoilage).
SFAS 151 requires that those items be recognized as
current-period charges regardless of whether they meet the
criteria of so abnormal. In addition, SFAS 151
requires that allocation of fixed production overheads to the
costs of conversion be based on the normal capacity of the
production facilities. We are required to adopt the provisions
of this Statement as of January 1, 2006. Currently, we have
not completed an assessment of the impact of adopting
SFAS 151.
28
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
In December 2004, the FASB staff issued FASB Staff Position
No. FAS 109-1 (FSP 109-1), Accounting
for Income Taxes to the Tax Deduction on Qualified Production
Activities Provided by the American Jobs Creation Act of
2004 (the Job Creation Act). The Job Creation
Act replaced the export incentives of the extraterritorial
income exclusion provision with a tax deduction for income from
qualified domestic production activities. FSP 109-1 provides
guidance on accounting for the impact of this tax deduction.
Since we are projecting a net tax loss for 2005, we expect no
benefit from this deduction in the current year.
|
|
18. |
Financial Information for Subsidiary Issuer and Guarantor and
Non-Guarantor Subsidiaries |
Loral (the Parent Company) is a holding company,
which is the ultimate parent of all of our subsidiaries. The
10% senior notes issued by Loral Orion (the
Subsidiary Issuer), our wholly owned subsidiary, in
an exchange offer are fully and unconditionally guaranteed, on a
joint and several basis, by the Parent Company and several of
Loral Orions wholly-owned subsidiaries (the
Guarantor Subsidiaries). The Parent Company, the
Subsidiary Issuer and the Guarantor Subsidiaries, as well as
certain other non-guarantor subsidiaries of the Parent Company
(including the Loral SpaceCom and SS/L) filed voluntary
petitions for reorganization under Chapter 11 of the
Bankruptcy Code on July 15, 2003.
Presented below is condensed consolidating financial information
for the Parent Company, the Subsidiary Issuer, the Guarantor
Subsidiaries and the other wholly-owned subsidiaries of the
Parent Company (the Non-Guarantor Subsidiaries) as
of March 31, 2005 and December 31, 2004 and for the
three months ended March 31, 2005 and 2004. The unaudited
condensed consolidating financial information has been presented
to show the nature of assets held, results of operations and
cash flows of the Parent Company, Subsidiary Issuer, Guarantor
Subsidiaries and Non-Guarantor Subsidiaries.
The supplemental condensed consolidating financial information
reflects the investments of the Parent Company in the Subsidiary
Issuer, the Guarantor Subsidiaries and the Non-Guarantor
Subsidiaries using the equity method of accounting. Our
significant transactions with our subsidiaries other than the
investment account and related equity in net loss of
unconsolidated subsidiaries are intercompany payables and
receivables between our subsidiaries resulting primarily from
the funding of the construction of satellites for the Satellite
Services segment. Lorals $200 million note receivable
from unconsolidated subsidiaries reflected in the accompanying
financial statements is due from Loral Space &
Communications Corporation (LSCC) and bears interest
at 8.2% per annum. Loral SpaceCom (a non-guarantor
subsidiary) holds a $29.7 million subordinated note
receivable from the Subsidiary Issuer. The note is subordinated
to all existing and future indebtedness of the Subsidiary Issuer
and guaranteed by the Parent Company. The note bears interest at
a rate of 10% per annum. Loral Satellite has provided
$59.8 million to the Parent Company as of March 31,
2005, in the form of a note receivable which bears no interest
and is payable upon maturity of the Loral Satellite Credit
Agreement. As a result of filing Chapter 11, the accrual of
interest on all related party notes in the following condensed
consolidating financial statements was suspended.
29
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
CONDENSED CONSOLIDATING BALANCE SHEET
March 31, 2005
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent | |
|
Subsidiary | |
|
Guarantor | |
|
Non-Guarantor | |
|
|
|
|
|
|
Company | |
|
Issuer | |
|
Subsidiaries | |
|
Subsidiaries | |
|
Eliminations | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
1,404 |
|
|
$ |
32,066 |
|
|
$ |
|
|
|
$ |
44,032 |
|
|
$ |
|
|
|
$ |
77,502 |
|
|
Accounts receivable, net
|
|
|
|
|
|
|
5,148 |
|
|
|
|
|
|
|
6,222 |
|
|
|
|
|
|
|
11,370 |
|
|
Contracts-in-process
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,965 |
|
|
|
|
|
|
|
64,965 |
|
|
Inventories
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,600 |
|
|
|
|
|
|
|
35,600 |
|
|
Other current assets
|
|
|
859 |
|
|
|
4,489 |
|
|
|
2,663 |
|
|
|
11,380 |
|
|
|
(131 |
) |
|
|
19,260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
2,263 |
|
|
|
41,703 |
|
|
|
2,663 |
|
|
|
162,199 |
|
|
|
(131 |
) |
|
|
208,697 |
|
Property, plant and equipment, net
|
|
|
|
|
|
|
251,201 |
|
|
|
157,422 |
|
|
|
390,254 |
|
|
|
(22,147 |
) |
|
|
776,730 |
|
Long-term receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81,782 |
|
|
|
|
|
|
|
81,782 |
|
Due (to) from unconsolidated subsidiaries
|
|
|
(6,900 |
) |
|
|
(14,974 |
) |
|
|
30,167 |
|
|
|
43,920 |
|
|
|
(52,213 |
) |
|
|
|
|
Investments in unconsolidated subsidiaries
|
|
|
(581,731 |
) |
|
|
305,289 |
|
|
|
(271,698 |
) |
|
|
(1,616,549 |
) |
|
|
2,164,689 |
|
|
|
|
|
Investments in and advances to affiliates
|
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
55,775 |
|
|
|
|
|
|
|
55,795 |
|
Deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,824 |
|
|
|
|
|
|
|
9,824 |
|
Other assets
|
|
|
4,197 |
|
|
|
5,513 |
|
|
|
252 |
|
|
|
36,547 |
|
|
|
|
|
|
|
46,509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
(582,151 |
) |
|
$ |
588,732 |
|
|
$ |
(81,194 |
) |
|
$ |
(836,248 |
) |
|
$ |
2,090,198 |
|
|
$ |
1,179,337 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities not subject to compromise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
499 |
|
|
$ |
274 |
|
|
$ |
|
|
|
$ |
38,223 |
|
|
$ |
|
|
|
$ |
38,996 |
|
|
|
Accrued employment costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,419 |
|
|
|
|
|
|
|
28,419 |
|
|
|
Customer advances and billings in excess of costs and profits
|
|
|
|
|
|
|
4,013 |
|
|
|
250 |
|
|
|
139,793 |
|
|
|
|
|
|
|
144,056 |
|
|
|
Deferred gain on sales of assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,535 |
|
|
|
|
|
|
|
10,535 |
|
|
|
Income taxes payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,032 |
|
|
|
|
|
|
|
1,032 |
|
|
|
Other current liabilities
|
|
|
1,270 |
|
|
|
|
|
|
|
|
|
|
|
15,819 |
|
|
|
|
|
|
|
17,089 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
1,769 |
|
|
|
4,287 |
|
|
|
250 |
|
|
|
233,821 |
|
|
|
|
|
|
|
240,127 |
|
Pension liability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,777 |
|
|
|
|
|
|
|
1,777 |
|
Long-term liabilities
|
|
|
52,233 |
|
|
|
34,730 |
|
|
|
9,095 |
|
|
|
16,614 |
|
|
|
(30,721 |
) |
|
|
81,951 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities not subject to compromise
|
|
|
54,002 |
|
|
|
39,017 |
|
|
|
9,345 |
|
|
|
252,212 |
|
|
|
(30,721 |
) |
|
|
323,855 |
|
Liabilities subject to compromise
|
|
|
434,452 |
|
|
|
1,108,931 |
|
|
|
(117,386 |
) |
|
|
501,920 |
|
|
|
(4,196 |
) |
|
|
1,923,721 |
|
Minority interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,366 |
|
|
|
|
|
|
|
2,366 |
|
Shareholders (deficit) equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
4,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,413 |
|
|
Paid-in capital
|
|
|
3,392,825 |
|
|
|
604,166 |
|
|
|
|
|
|
|
|
|
|
|
(604,166 |
) |
|
|
3,392,825 |
|
|
Treasury stock, at cost
|
|
|
(3,360 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,360 |
) |
|
Unearned compensation
|
|
|
(67 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(67 |
) |
|
Due from related parties
|
|
|
|
|
|
|
(53,996 |
) |
|
|
|
|
|
|
53,996 |
|
|
|
|
|
|
|
|
|
|
Retained (deficit) earnings
|
|
|
(4,374,452 |
) |
|
|
(1,109,386 |
) |
|
|
26,847 |
|
|
|
(1,646,742 |
) |
|
|
2,729,281 |
|
|
|
(4,374,452 |
) |
|
Accumulated other comprehensive (loss)
|
|
|
(89,964 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(89,964 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders (deficit) equity
|
|
|
(1,070,605 |
) |
|
|
(559,216 |
) |
|
|
26,847 |
|
|
|
(1,592,746 |
) |
|
|
2,125,115 |
|
|
|
(1,070,605 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders (deficit) equity
|
|
$ |
(582,151 |
) |
|
$ |
588,732 |
|
|
$ |
(81,194 |
) |
|
$ |
(836,248 |
) |
|
$ |
2,090,198 |
|
|
$ |
1,179,337 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Three Months Ended March 31, 2005
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent | |
|
Subsidiary | |
|
Guarantor | |
|
Non-Guarantor | |
|
|
|
|
|
|
Company | |
|
Issuer | |
|
Subsidiaries | |
|
Subsidiaries | |
|
Eliminations | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Revenues from satellite services
|
|
$ |
|
|
|
$ |
20,905 |
|
|
$ |
7,675 |
|
|
$ |
16,623 |
|
|
$ |
(10,632 |
) |
|
$ |
34,571 |
|
Revenues from satellite manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97,933 |
|
|
|
(126 |
) |
|
|
97,807 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
|
|
|
|
20,905 |
|
|
|
7,675 |
|
|
|
114,556 |
|
|
|
(10,758 |
) |
|
|
132,378 |
|
Cost of satellite services
|
|
|
|
|
|
|
15,845 |
|
|
|
7,598 |
|
|
|
21,688 |
|
|
|
(9,960 |
) |
|
|
35,171 |
|
Cost of sales-type lease arrangement satellite
services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of satellite manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88,329 |
|
|
|
(92 |
) |
|
|
88,237 |
|
Selling, general and administrative expenses
|
|
|
|
|
|
|
4,521 |
|
|
|
2,761 |
|
|
|
20,014 |
|
|
|
|
|
|
|
27,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations before reorganization expenses
due to bankruptcy
|
|
|
|
|
|
|
539 |
|
|
|
(2,684 |
) |
|
|
(15,475 |
) |
|
|
(706 |
) |
|
|
(18,326 |
) |
Reorganization expenses due to bankruptcy
|
|
|
(942 |
) |
|
|
(1,768 |
) |
|
|
|
|
|
|
(2,923 |
) |
|
|
|
|
|
|
(5,633 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss income from continuing operations
|
|
|
(942 |
) |
|
|
(1,229 |
) |
|
|
(2,684 |
) |
|
|
(18,398 |
) |
|
|
(706 |
) |
|
|
(23,959 |
) |
Interest and investment income
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
1,785 |
|
|
|
|
|
|
|
1,788 |
|
Interest expense
|
|
|
|
|
|
|
(776 |
) |
|
|
|
|
|
|
(766 |
) |
|
|
564 |
|
|
|
(978 |
) |
Other expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(617 |
) |
|
|
|
|
|
|
(617 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations before income taxes,
equity income (losses) in unconsolidated subsidiaries and
affiliates and minority interest
|
|
|
(939 |
) |
|
|
(2,005 |
) |
|
|
(2,684 |
) |
|
|
(17,996 |
) |
|
|
(142 |
) |
|
|
(23,766 |
) |
Income tax (provision) benefit
|
|
|
|
|
|
|
(45 |
) |
|
|
939 |
|
|
|
(1,685 |
) |
|
|
(939 |
) |
|
|
(1,730 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations before equity income
(losses) in unconsolidated subsidiaries and affiliates and
minority interest
|
|
|
(939 |
) |
|
|
(2,050 |
) |
|
|
(1,745 |
) |
|
|
(19,681 |
) |
|
|
(1,081 |
) |
|
|
(25,496 |
) |
Equity income (losses) in unconsolidated subsidiaries
|
|
|
(25,282 |
) |
|
|
(1,745 |
) |
|
|
|
|
|
|
|
|
|
|
27,027 |
|
|
|
|
|
Equity income (losses) in affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(739 |
) |
|
|
|
|
|
|
(739 |
) |
Minority interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations
|
|
|
(26,221 |
) |
|
|
(3,795 |
) |
|
|
(1,745 |
) |
|
|
(20,406 |
) |
|
|
25,946 |
|
|
|
(26,221 |
) |
Loss from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$ |
(26,221 |
) |
|
$ |
(3,795 |
) |
|
$ |
(1,745 |
) |
|
$ |
(20,406 |
) |
|
$ |
25,946 |
|
|
$ |
(26,221 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Three Months Ended March 31, 2005
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent | |
|
Subsidiary | |
|
Guarantor | |
|
Non-Guarantor | |
|
|
|
|
|
|
Company | |
|
Issuer | |
|
Subsidiaries | |
|
Subsidiaries | |
|
Eliminations | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$ |
(26,221 |
) |
|
$ |
(3,795 |
) |
|
$ |
(1,745 |
) |
|
$ |
(20,406 |
) |
|
$ |
25,946 |
|
|
$ |
(26,221 |
) |
|
Non-cash items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity income in affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
739 |
|
|
|
|
|
|
|
739 |
|
|
|
Minority interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14 |
) |
|
|
|
|
|
|
(14 |
) |
|
|
Equity losses in unconsolidated subsidiaries
|
|
|
25,282 |
|
|
|
1,745 |
|
|
|
|
|
|
|
|
|
|
|
(27,027 |
) |
|
|
|
|
|
|
Deferred taxes
|
|
|
|
|
|
|
|
|
|
|
(939 |
) |
|
|
188 |
|
|
|
939 |
|
|
|
188 |
|
|
|
Depreciation and amortization
|
|
|
20 |
|
|
|
5,761 |
|
|
|
5,253 |
|
|
|
12,495 |
|
|
|
|
|
|
|
23,529 |
|
|
|
Provisions for bad debts
|
|
|
|
|
|
|
180 |
|
|
|
|
|
|
|
(427 |
) |
|
|
|
|
|
|
(247 |
) |
|
|
Loss on equipment disposals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
283 |
|
|
|
|
|
|
|
283 |
|
|
|
Non cash (gain) loss of foreign currency transactions and
interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
349 |
|
|
|
|
|
|
|
349 |
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable, net
|
|
|
|
|
|
|
65 |
|
|
|
|
|
|
|
944 |
|
|
|
|
|
|
|
1,009 |
|
|
Contracts-in-process
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(48,545 |
) |
|
|
|
|
|
|
(48,545 |
) |
|
Inventories
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,812 |
|
|
|
|
|
|
|
1,812 |
|
|
Long-term receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,131 |
) |
|
|
|
|
|
|
(5,131 |
) |
|
Due (to) from unconsolidated subsidiaries
|
|
|
|
|
|
|
(511 |
) |
|
|
(4,267 |
) |
|
|
4,636 |
|
|
|
142 |
|
|
|
|
|
|
Other current assets and other assets
|
|
|
1,472 |
|
|
|
1,087 |
|
|
|
1,458 |
|
|
|
(1,064 |
) |
|
|
|
|
|
|
2,953 |
|
|
Accounts payable
|
|
|
|
|
|
|
6 |
|
|
|
250 |
|
|
|
8,075 |
|
|
|
|
|
|
|
8,331 |
|
|
Accrued expenses and other current liabilities
|
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
(5,381 |
) |
|
|
|
|
|
|
(5,333 |
) |
|
Customer advances
|
|
|
|
|
|
|
(77 |
) |
|
|
(10 |
) |
|
|
(21,173 |
) |
|
|
|
|
|
|
(21,260 |
) |
|
Income taxes payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
593 |
|
|
|
|
|
|
|
593 |
|
|
Pension and other postretirement liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,059 |
|
|
|
|
|
|
|
5,059 |
|
|
Long-term liabilities
|
|
|
|
|
|
|
375 |
|
|
|
|
|
|
|
(631 |
) |
|
|
|
|
|
|
(256 |
) |
|
Other
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
(30 |
) |
|
|
|
|
|
|
(32 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by continuing operating activities
|
|
|
599 |
|
|
|
4,836 |
|
|
|
|
|
|
|
(67,629 |
) |
|
|
|
|
|
|
(62,194 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures for continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(724 |
) |
|
|
|
|
|
|
(724 |
) |
|
Investments in and advances to affiliates
|
|
|
(720 |
) |
|
|
|
|
|
|
|
|
|
|
(6,633 |
) |
|
|
|
|
|
|
(7,353 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by investing activities
|
|
|
(720 |
) |
|
|
|
|
|
|
|
|
|
|
(7,357 |
) |
|
|
|
|
|
|
(8,077 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments of term loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments of revolving credit facilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(121 |
) |
|
|
4,836 |
|
|
|
|
|
|
|
(74,986 |
) |
|
|
|
|
|
|
(70,271 |
) |
Cash and cash equivalents beginning of period
|
|
|
1,525 |
|
|
|
27,230 |
|
|
|
|
|
|
|
119,018 |
|
|
|
|
|
|
|
147,773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents end of period
|
|
$ |
1,404 |
|
|
$ |
32,066 |
|
|
$ |
|
|
|
$ |
44,032 |
|
|
$ |
|
|
|
$ |
77,502 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2004
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent | |
|
Subsidiary | |
|
Guarantor | |
|
Non-Guarantor | |
|
|
|
|
|
|
Company | |
|
Issuer | |
|
Subsidiaries | |
|
Subsidiaries | |
|
Eliminations | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
1,525 |
|
|
$ |
27,230 |
|
|
$ |
|
|
|
$ |
119,018 |
|
|
$ |
|
|
|
$ |
147,773 |
|
|
Accounts receivable, net
|
|
|
|
|
|
|
5,186 |
|
|
|
10 |
|
|
|
6,936 |
|
|
|
|
|
|
|
12,132 |
|
|
Contracts-in-process
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,040 |
|
|
|
|
|
|
|
19,040 |
|
|
Inventories
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,412 |
|
|
|
|
|
|
|
37,412 |
|
|
Other current assets
|
|
|
2,331 |
|
|
|
5,899 |
|
|
|
3,861 |
|
|
|
9,138 |
|
|
|
(133 |
) |
|
|
21,096 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
3,856 |
|
|
|
38,315 |
|
|
|
3,871 |
|
|
|
191,544 |
|
|
|
(133 |
) |
|
|
237,453 |
|
Property, plant and equipment, net
|
|
|
|
|
|
|
255,772 |
|
|
|
162,675 |
|
|
|
402,608 |
|
|
|
(22,147 |
) |
|
|
798,908 |
|
Long-term receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74,851 |
|
|
|
|
|
|
|
74,851 |
|
Due (to) from unconsolidated subsidiaries
|
|
|
8,123 |
|
|
|
(15,820 |
) |
|
|
26,028 |
|
|
|
33,741 |
|
|
|
(52,072 |
) |
|
|
|
|
Investments in unconsolidated subsidiaries
|
|
|
(563,750 |
) |
|
|
307,972 |
|
|
|
(271,698 |
) |
|
|
(1,610,186 |
) |
|
|
2,137,662 |
|
|
|
|
|
Investments in and advances to affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,181 |
|
|
|
|
|
|
|
49,181 |
|
Deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,832 |
|
|
|
|
|
|
|
9,832 |
|
Other assets
|
|
|
4,197 |
|
|
|
5,839 |
|
|
|
377 |
|
|
|
38,095 |
|
|
|
|
|
|
|
48,508 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
(547,574 |
) |
|
$ |
592,078 |
|
|
$ |
(78,747 |
) |
|
$ |
(810,334 |
) |
|
$ |
2,063,310 |
|
|
$ |
1,218,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities not subject to compromise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
499 |
|
|
$ |
267 |
|
|
$ |
|
|
|
$ |
32,482 |
|
|
$ |
|
|
|
$ |
33,248 |
|
|
|
Accrued employment costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,385 |
|
|
|
|
|
|
|
34,385 |
|
|
|
Customer advances and billings in excess of costs and profits
|
|
|
|
|
|
|
3,591 |
|
|
|
10 |
|
|
|
161,380 |
|
|
|
|
|
|
|
164,981 |
|
|
|
Deferred gain on sale of assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,545 |
|
|
|
|
|
|
|
10,545 |
|
|
|
Income taxes payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,359 |
|
|
|
|
|
|
|
2,359 |
|
|
|
Other current liabilities
|
|
|
1,220 |
|
|
|
|
|
|
|
|
|
|
|
15,419 |
|
|
|
|
|
|
|
16,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
1,719 |
|
|
|
3,858 |
|
|
|
10 |
|
|
|
256,570 |
|
|
|
|
|
|
|
262,157 |
|
Pension liability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
942 |
|
|
|
|
|
|
|
942 |
|
Long-term liabilities
|
|
|
52,233 |
|
|
|
34,802 |
|
|
|
10,037 |
|
|
|
15,946 |
|
|
|
(31,663 |
) |
|
|
81,355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities not subject to compromise
|
|
|
53,952 |
|
|
|
38,660 |
|
|
|
10,047 |
|
|
|
273,458 |
|
|
|
(31,663 |
) |
|
|
344,454 |
|
Liabilities subject to compromise
|
|
|
442,575 |
|
|
|
1,108,839 |
|
|
|
(117,386 |
) |
|
|
486,168 |
|
|
|
(4,196 |
) |
|
|
1,916,000 |
|
Minority interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,380 |
|
|
|
|
|
|
|
2,380 |
|
Shareholders (deficit) equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
4,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,413 |
|
|
Paid-in capital
|
|
|
3,392,825 |
|
|
|
604,166 |
|
|
|
|
|
|
|
|
|
|
|
(604,166 |
) |
|
|
3,392,825 |
|
|
Treasury stock, at cost
|
|
|
(3,360 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,360 |
) |
|
Unearned compensation
|
|
|
(87 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(87 |
) |
|
Due (from) to related parties
|
|
|
|
|
|
|
(53,996 |
) |
|
|
|
|
|
|
53,996 |
|
|
|
|
|
|
|
|
|
|
Retained (deficit) earnings
|
|
|
(4,348,231 |
) |
|
|
(1,105,591 |
) |
|
|
28,592 |
|
|
|
(1,626,336 |
) |
|
|
2,703,335 |
|
|
|
(4,348,231 |
) |
|
Accumulated other comprehensive (loss)
|
|
|
(89,661 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(89,661 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders (deficit) equity
|
|
|
(1,044,101 |
) |
|
|
(555,421 |
) |
|
|
28,592 |
|
|
|
(1,572,340 |
) |
|
|
2,099,169 |
|
|
|
(1,044,101 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders (deficit) equity
|
|
$ |
(547,574 |
) |
|
$ |
592,078 |
|
|
$ |
(78,747 |
) |
|
$ |
(810,334 |
) |
|
$ |
2,063,310 |
|
|
$ |
1,218,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Three Months Ended March 31, 2004
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent | |
|
Subsidiary | |
|
Guarantor | |
|
Non-Guarantor | |
|
|
|
|
|
|
Company | |
|
Issuer | |
|
Subsidiary | |
|
Subsidiaries | |
|
Eliminations | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Revenues from satellite services
|
|
$ |
|
|
|
$ |
18,915 |
|
|
$ |
7,426 |
|
|
$ |
11,713 |
|
|
$ |
(8,803 |
) |
|
$ |
29,251 |
|
Revenues from satellite manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74,352 |
|
|
|
81 |
|
|
|
74,433 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
|
|
|
|
18,915 |
|
|
|
7,426 |
|
|
|
86,065 |
|
|
|
(8,722 |
) |
|
|
103,684 |
|
Cost of satellite services
|
|
|
|
|
|
|
35,904 |
|
|
|
7,081 |
|
|
|
28,728 |
|
|
|
(8,132 |
) |
|
|
63,581 |
|
Cost of satellite manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68,259 |
|
|
|
40 |
|
|
|
68,299 |
|
Selling, general and administrative expenses
|
|
|
2,234 |
|
|
|
4,344 |
|
|
|
385 |
|
|
|
24,604 |
|
|
|
|
|
|
|
31,567 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income from continuing operations before
reorganization expenses due to bankruptcy
|
|
|
(2,234 |
) |
|
|
(21,333 |
) |
|
|
(40 |
) |
|
|
(35,526 |
) |
|
|
(630 |
) |
|
|
(59,763 |
) |
Reorganization expenses due to bankruptcy
|
|
|
(956 |
) |
|
|
(1,878 |
) |
|
|
|
|
|
|
(5,481 |
) |
|
|
|
|
|
|
(8,315 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income from continuing operations
|
|
|
(3,190 |
) |
|
|
(23,211 |
) |
|
|
(40 |
) |
|
|
(41,007 |
) |
|
|
(630 |
) |
|
|
(68,078 |
) |
Interest and investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,561 |
|
|
|
|
|
|
|
2,561 |
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(47 |
) |
|
|
609 |
|
|
|
562 |
|
Other expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,549 |
) |
|
|
|
|
|
|
(2,549 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations before income taxes,
equity in net losses of unconsolidated subsidiaries and
affiliates and minority interest
|
|
|
(3,190 |
) |
|
|
(23,211 |
) |
|
|
(40 |
) |
|
|
(41,042 |
) |
|
|
(21 |
) |
|
|
(67,504 |
) |
Income tax (provision) benefit
|
|
|
|
|
|
|
(707 |
) |
|
|
14 |
|
|
|
497 |
|
|
|
|
|
|
|
(196 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations before equity in net
losses of unconsolidated subsidiaries and affiliates and
minority interest
|
|
|
(3,190 |
) |
|
|
(23,918 |
) |
|
|
(26 |
) |
|
|
(40,545 |
) |
|
|
(21 |
) |
|
|
(67,700 |
) |
Equity in net income (losses) of unconsolidated subsidiaries
|
|
|
(76,446 |
) |
|
|
(26 |
) |
|
|
|
|
|
|
|
|
|
|
76,472 |
|
|
|
|
|
Equity in net income (losses) of affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(403 |
) |
|
|
|
|
|
|
(403 |
) |
Minority interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
87 |
|
|
|
|
|
|
|
87 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations
|
|
|
(79,636 |
) |
|
|
(23,944 |
) |
|
|
(26 |
) |
|
|
(40,861 |
) |
|
|
76,451 |
|
|
|
(68,016 |
) |
Loss from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,620 |
) |
|
|
|
|
|
|
(11,620 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss (income)
|
|
$ |
(79,636 |
) |
|
$ |
(23,944 |
) |
|
$ |
(26 |
) |
|
$ |
(52,481 |
) |
|
$ |
76,451 |
|
|
$ |
(79,636 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34
LORAL SPACE & COMMUNICATIONS LTD., A DEBTOR IN
POSSESSION
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Three Months Ended March 31, 2004
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent | |
|
Subsidiary | |
|
Guarantor | |
|
Non-Guarantor | |
|
|
|
|
|
|
Company | |
|
Issuer | |
|
Subsidiary | |
|
Subsidiaries | |
|
Eliminations | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$ |
(79,636 |
) |
|
$ |
(23,944 |
) |
|
$ |
(26 |
) |
|
$ |
(52,481 |
) |
|
$ |
76,451 |
|
|
$ |
(79,636 |
) |
|
Non-cash items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,620 |
|
|
|
|
|
|
|
11,620 |
|
|
|
Equity in net losses of affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
403 |
|
|
|
|
|
|
|
403 |
|
|
|
Minority interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(87 |
) |
|
|
|
|
|
|
(87 |
) |
|
|
Equity in net losses of unconsolidated subsidiaries
|
|
|
76,446 |
|
|
|
|
|
|
|
|
|
|
|
93 |
|
|
|
(76,539 |
) |
|
|
|
|
|
|
Deferred taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,166 |
|
|
|
(1,166 |
) |
|
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
|
|
27,317 |
|
|
|
5,253 |
|
|
|
8,622 |
|
|
|
|
|
|
|
41,192 |
|
|
|
Provisions for bad debts on billed receivables
|
|
|
|
|
|
|
(104 |
) |
|
|
(46 |
) |
|
|
314 |
|
|
|
|
|
|
|
164 |
|
|
|
Provision for inventory obsolescence
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
287 |
|
|
|
|
|
|
|
287 |
|
|
|
Impairment charge on satellite and related assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,989 |
|
|
|
|
|
|
|
11,989 |
|
|
|
Non-cash net (gain) loss on foreign currency transactions
and interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(733 |
) |
|
|
|
|
|
|
(733 |
) |
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable, net
|
|
|
|
|
|
|
372 |
|
|
|
(326 |
) |
|
|
4,617 |
|
|
|
|
|
|
|
4,663 |
|
|
|
Contracts-in-process
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,102 |
) |
|
|
|
|
|
|
(12,102 |
) |
|
|
Inventories
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
914 |
|
|
|
|
|
|
|
914 |
|
|
|
Long-term receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,393 |
) |
|
|
|
|
|
|
(5,393 |
) |
|
|
Due (to) from unconsolidated subsidiaries
|
|
|
813 |
|
|
|
(1,616 |
) |
|
|
(6,650 |
) |
|
|
(8,757 |
) |
|
|
16,210 |
|
|
|
|
|
|
|
Other current assets and other assets
|
|
|
1,857 |
|
|
|
789 |
|
|
|
1,530 |
|
|
|
(3,251 |
) |
|
|
|
|
|
|
925 |
|
|
|
Accounts payable
|
|
|
|
|
|
|
590 |
|
|
|
250 |
|
|
|
(9,855 |
) |
|
|
|
|
|
|
(9,015 |
) |
|
|
Accrued expenses and other current liabilities
|
|
|
164 |
|
|
|
52 |
|
|
|
|
|
|
|
1,061 |
|
|
|
|
|
|
|
1,277 |
|
|
|
Customer advances and billing in excess of cost
|
|
|
|
|
|
|
30 |
|
|
|
15 |
|
|
|
46,050 |
|
|
|
|
|
|
|
46,095 |
|
|
|
Income taxes payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(278 |
) |
|
|
|
|
|
|
(278 |
) |
|
|
Pension and other postretirement liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,094 |
|
|
|
|
|
|
|
6,094 |
|
|
|
Long-term liabilities
|
|
|
|
|
|
|
(469 |
) |
|
|
|
|
|
|
1,261 |
|
|
|
|
|
|
|
792 |
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(43 |
) |
|
|
|
|
|
|
(43 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by operating activities
|
|
|
(356 |
) |
|
|
3,017 |
|
|
|
|
|
|
|
1,511 |
|
|
|
14,956 |
|
|
|
19,128 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,924 |
|
|
|
|
|
|
|
6,924 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures for continuing operations
|
|
|
|
|
|
|
(178 |
) |
|
|
|
|
|
|
8,924 |
|
|
|
(14,956 |
) |
|
|
(6,210 |
) |
|
|
Capital expenditures for discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,185 |
) |
|
|
|
|
|
|
(11,185 |
) |
|
|
Proceeds from the sale of assets, net of expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
953,619 |
|
|
|
|
|
|
|
953,619 |
|
|
|
Investments in and advances to affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,799 |
) |
|
|
|
|
|
|
(4,799 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
|
|
|
|
(178 |
) |
|
|
|
|
|
|
946,559 |
|
|
|
(14,956 |
) |
|
|
931,425 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments of term loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(576,500 |
) |
|
|
|
|
|
|
(576,500 |
) |
|
|
Repayments of revolving credit facilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(390,387 |
) |
|
|
|
|
|
|
(390,387 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(966,887 |
) |
|
|
|
|
|
|
(966,887 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
(356 |
) |
|
|
2,839 |
|
|
|
|
|
|
|
(11,893 |
) |
|
|
|
|
|
|
(9,410 |
) |
Cash and cash equivalents beginning of period
|
|
|
4,481 |
|
|
|
46,831 |
|
|
|
|
|
|
|
90,332 |
|
|
|
|
|
|
|
141,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents end of period
|
|
$ |
4,125 |
|
|
$ |
49,670 |
|
|
$ |
|
|
|
$ |
78,439 |
|
|
$ |
|
|
|
$ |
132,234 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35
|
|
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.
We use the terms Loral, the Company,
we, our, and us in this
report to refer to Loral Space & Communications Ltd.
and its subsidiaries. When we use the term Loral
Skynet or Skynet, we are, unless the context
provides otherwise, referring to our entire satellite services
business, the assets of which are held in various companies.
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. These include confirmation of a
plan of reorganization by the United States Bankruptcy Court for
the Southern District of New York (the Bankruptcy
Court), and our ability to maintain good relations with
our customers, suppliers and employees. 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
We are a leading satellite communications company organized into
two operating segments: Satellite Services and Satellite
Manufacturing.
Through our Loral Skynet division, we provide satellite capacity
and networking infrastructure to our customers for video and
direct-to-home (DTH) broadcasting, high-speed data
distribution, Internet access, communications and networking
services. The satellite services business is capital intensive
and highly competitive. We compete with other satellite
operators and with ground-based service providers. The build-out
of a satellite fleet requires substantial 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. Beyond construction, one of the major
cost factors is in-orbit insurance, given the harsh and
unpredictable environment in which the satellites operate.
Annual receipts from this business are fairly predictable
because they are derived from an established base of long-term
customer contracts. As of March 31, 2005, Satellite
Services had four satellites in-orbit (including Telstar 14/
Estrela do Sul-1 launched in January 2004 that did not fully
deploy one of its solar arrays, see Note 8 to the financial
statements).
The satellite services market has been characterized in recent
years by over-capacity, pricing pressure and competition from
fiber. The downturn in the telecommunications sector led many
existing Skynet customers, hampered by a slow-down in demand and
lack of access to the capital markets, to postpone expansion
plans. Similarly, several start-up companies that leased
Skynets satellite capacity for the delivery of new
applications
36
failed to meet their business objectives. Skynets growth
depends on its ability to differentiate itself from the
competition through customized product offerings, its superior
customer service and its successful marketing of available
capacity on its international fleet, which is well positioned to
serve regions of the world where we expect demand to grow.
Our Space Systems/ Loral, Inc. (SS/ L) subsidiary
designs and manufactures satellites, space systems and space
systems components for customers in the commercial and
government sectors for applications including 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 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 1,300 employees is one of
our key competitive advantages.
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. 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 (see Liquidity and Capital Resources
Cash and Available Credit). In addition, the timing of
satellite awards is difficult to predict, contributing to the
unevenness of revenue and making it more challenging to match
the workforce to the workflow. Between October 2003 and April
2005, SS/ L received orders for the construction of eight
satellites.
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 satellite
manufacturing industry is highly competitive and, in recent
years, order levels reached an unprecedented low level,
resulting in manufacturing over-capacity. Buyers, as a result,
have had the advantage over suppliers in negotiating prices,
terms and conditions resulting in reductions in margins and
increased assumptions of risk by SS/ L.
We operate in extremely competitive markets characterized in
recent years by over-capacity and pricing pressures brought on
by the downturn in the telecommunications sector. Our existing
and potential customers, having limited access to the capital
markets, postponed or reduced the scope of their planned
satellite-based applications and services. This resulted in an
excess of transponder capacity and a standstill in satellite
orders. In the face of these pressures, we further increased our
emphasis on cash conservation over the last two and one-half
years, reducing operating expenses, suspending dividend payments
on our preferred stock, and closely monitoring capital
expenditures. The sustained and unprecedented decline in demand
for our satellites and satellite services, however, exacerbated
our 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, Loral and certain of its subsidiaries (the
Debtor Subsidiaries) filed voluntary petitions for
reorganization (the Chapter 11 Cases) under
chapter 11 of title 11 (Chapter 11)
of the United States Code (the Bankruptcy Code). As
a result of our Chapter 11 filing, all of our prepetition
debt obligations were accelerated. On July 15, 2003, we
also suspended interest payments on all of our prepetition
unsecured debt obligations. As of March 31, 2005, the
remaining principal amounts of our prepetition outstanding debt
obligations totaled $1.049 billion.
37
For the duration of the bankruptcy proceedings, our businesses
are subject to the risks and uncertainties of bankruptcy.
In order to strengthen our balance sheet, on July 15, 2003
we agreed to sell our North American satellites and related
assets to Intelsat. On March 17, 2004, we completed the
sale of such assets to Intelsat. We used the proceeds from the
sale of the assets to repay our outstanding secured bank debt
(see Notes 2 and 4 of the financial statements).
On March 22, 2005 and March 28, 2005, we filed a
revised plan of reorganization (the Plan of
Reorganization) and disclosure statement (the
Disclosure Statement), respectively, with the
Bankruptcy Court. The Plan of Reorganization and Disclosure
Statement, which revise the terms of a plan and disclosure
statement previously filed on December 5, 2004, reflect an
agreement among us, the Creditors Committee and the Ad-Hoc
Committee of SS/ L trade creditors on the elements of a
consensual plan of reorganization. The Disclosure Statement
establishes the enterprise value of reorganized Loral at between
approximately $632 million and approximately
$862 million.
Implementation of any plan of reorganization is subject to final
documentation and confirmation by the Bankruptcy Court.
We are reorganizing around our satellite manufacturing
operations and our remaining fleet of international satellites,
which will cover regions with growth potential, such as Asia,
the Middle East and South America, where the ground
infrastructure is inadequate to support increased demand. We
consider these operations to be a viable foundation for the
further expansion of our company.
Critical success factors for us include maintaining our
reputation for reliability, quality and superior customer
service. During reorganization, in particular, these factors are
vital to securing new customers and retaining current ones. At
the same time, we must align our workforce levels with the needs
of the business, continue to contain costs, and maximize the
efficiency of both of our operations. Loral Skynet is focused on
increasing the capacity utilization of its satellite fleet and
successfully introducing new value-added services to its
markets. SS/ L is focused on increased bookings and backlog in
2005.
See Note 2 to the financial statements for a description of
our Chapter 11 Cases and our reorganization plans.
Consolidated Operating Results
See Critical Accounting Matters in our latest Annual Report on
Form 10-K filed with the SEC and Note 17 to the
financial statements.
The accompanying financial statements have been prepared
assuming Loral, in its current structure, will continue as a
going concern. However, the factors mentioned above, among other
things, raise substantial doubt about our ability to continue as
a going concern. The financial statements do not include any
adjustments that might result from this uncertainty. Our ability
to continue as a going concern is dependent on a number of
factors including, but not limited to, the Bankruptcy
Courts confirmation of our plan of reorganization and
maintaining good relations with our customers, suppliers and
employees. If a plan of reorganization is not confirmed and
implemented, we may be forced to liquidate under applicable
provisions of the Bankruptcy Code. We cannot give any assurance
of the level of recovery our creditors would receive in a
liquidation. The financial statements do not include any
adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classification of liabilities if we were forced to liquidate.
The following discussion of revenues and Adjusted EBITDA (see
Note 16 to the financial statements) reflects the results
of our operating businesses for the three months ended
March 31, 2005 and 2004. The
38
balance of the discussion relates to our consolidated results,
unless otherwise noted. Both of our business segments have been
adversely affected by the downturn in the telecommunications
sector, which has caused a delay in demand for new
telecommunications applications and services.
The sale of our North American satellites and related assets to
Intelsat in March 2004, has been accounted for as a discontinued
operation (see Notes 2 and 4 to the financial statements).
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
|
Ended March 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
|
(In millions) | |
Satellite Services
|
|
$ |
35.9 |
|
|
$ |
31.1 |
|
Satellite Manufacturing
|
|
|
99.6 |
|
|
|
101.0 |
|
|
|
|
|
|
|
|
Segment revenues
|
|
|
135.5 |
|
|
|
132.1 |
|
Eliminations(1)
|
|
|
(3.1 |
) |
|
|
(28.4 |
) |
|
|
|
|
|
|
|
|
Revenues as
reported(2)
|
|
$ |
132.4 |
|
|
$ |
103.7 |
|
|
|
|
|
|
|
|
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
|
Ended March 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
|
(In millions) | |
Satellite
Services(3)
|
|
$ |
9.1 |
|
|
$ |
(10.2 |
) |
Satellite
Manufacturing(4)
|
|
|
4.2 |
|
|
|
3.6 |
|
Corporate
expenses(5)
|
|
|
(5.7 |
) |
|
|
(8.6 |
) |
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA before eliminations
|
|
|
7.6 |
|
|
|
(15.2 |
) |
Eliminations(1)
|
|
|
(2.4 |
) |
|
|
(3.4 |
) |
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
$ |
5.2 |
|
|
$ |
(18.6 |
) |
|
|
|
|
|
|
|
39
Reconciliation of Adjusted EBITDA to Net Loss:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
|
Ended March 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
|
(In millions) | |
Adjusted EBITDA
|
|
$ |
5.2 |
|
|
$ |
(18.6 |
) |
Depreciation and
amortization(6)
|
|
|
(23.6 |
) |
|
|
(41.2 |
) |
Reorganization expenses due to bankruptcy
|
|
|
(5.6 |
) |
|
|
(8.3 |
) |
|
|
|
|
|
|
|
|
Operating loss from continuing operations
|
|
|
(24.0 |
) |
|
|
(68.1 |
) |
Interest and investment income
|
|
|
1.8 |
|
|
|
2.6 |
|
Interest expense
|
|
|
(1.0 |
) |
|
|
0.5 |
|
Other income (expense)
|
|
|
(0.6 |
) |
|
|
(2.5 |
) |
Income tax provision
|
|
|
(1.7 |
) |
|
|
(0.2 |
) |
Equity in net losses of affiliates
|
|
|
(0.7 |
) |
|
|
(0.4 |
) |
Minority interest
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
(26.2 |
) |
|
|
(68.0 |
) |
Loss from discontinued operations, net of taxes
|
|
|
|
|
|
|
(11.6 |
) |
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(26.2 |
) |
|
$ |
(79.6 |
) |
|
|
|
|
|
|
|
|
|
(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 $2.9 million and
$3.1 million for the three months ended March 31, 2005
and 2004, respectively. |
|
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
|
Ended March 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Satellite Services includes:
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA before specific charges
|
|
$ |
9.1 |
|
|
$ |
1.8 |
|
|
Impairment charge for Telstar 14/ Estrela do Sul-1 satellite
(see Note 8 to the financial statements)
|
|
|
|
|
|
|
(12.0 |
) |
|
|
|
|
|
|
|
|
Satellite Services segment Adjusted EBITDA before eliminations
|
|
$ |
9.1 |
|
|
$ |
(10.2 |
) |
|
|
|
|
|
|
|
|
|
(4) |
Excludes charges of $10.3 million in 2004, as a result of
the settlement of all orbital receivables on satellites sold to
Intelsat. These charges had no effect on our consolidated
results. |
|
(5) |
Represents corporate expenses incurred in support of our
operations. |
|
(6) |
Includes depreciation expense of $23 million for the three
months ended March 31, 2004 related to our Telstar 11
satellite for which depreciation was accelerating due to the
estimated end of depreciable life to June 2004 from March 2005. |
40
Three Months Ended March 31, 2005 Compared With 2004
|
|
|
Revenues from Satellite Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
|
|
|
Ended | |
|
|
|
|
March 31, | |
|
|
|
|
| |
|
% Increase/ | |
|
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
|
|
(In millions) | |
|
|
Revenues from Satellite Services
|
|
$ |
36 |
|
|
$ |
31 |
|
|
|
15 |
% |
Eliminations
|
|
|
(1 |
) |
|
|
(2 |
) |
|
|
28 |
% |
|
|
|
|
|
|
|
|
|
|
Revenues from Satellite Services as reported
|
|
$ |
35 |
|
|
$ |
29 |
|
|
|
18 |
% |
|
|
|
|
|
|
|
|
|
|
Revenues from Satellite Services as reported increased
$6 million in the three months ended March 31, 2005,
as compared to 2004 primarily due to additional volume of
$9 million due to two new satellites in service and
increased utilization on existing satellites, offset by reduced
volume of $2 million primarily due to Telstar 11 coming out
of service in 2004 and a decrease in prices of $2 million.
Eliminations primarily consist of revenues from leasing
transponder capacity to Satellite Manufacturing and an
adjustment to reduce revenues for the implicit interest discount
provided to customers who have made prepayments under long-term
contracts.
|
|
|
Revenues from Satellite Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
|
|
|
Ended | |
|
|
|
|
March 31, | |
|
|
|
|
| |
|
% Increase/ | |
|
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
|
|
(In millions) | |
|
|
Revenues from Satellite Manufacturing
|
|
$ |
100 |
|
|
$ |
101 |
|
|
|
(1 |
)% |
Eliminations
|
|
|
(2 |
) |
|
|
(27 |
) |
|
|
93 |
% |
|
|
|
|
|
|
|
|
|
|
Revenues from Satellite Manufacturing as reported
|
|
$ |
98 |
|
|
$ |
74 |
|
|
|
31 |
% |
|
|
|
|
|
|
|
|
|
|
Revenues from Satellite Manufacturing as reported increased
$24 million for the three months ended March 31, 2005,
as compared to 2004 primarily resulting from a $28 million
increase in revenues from new satellite orders received in the
fourth quarter of 2004 and in the first quarter of 2005, offset
by a decrease from satellite programs completed and nearing
completion under the percentage of completion method.
Eliminations consist primarily of revenues from satellites under
construction by SS/ L for Satellite Services, and in 2004,
includes a satellite under construction which has been completed.
|
|
|
Cost of Satellite Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
|
|
|
Ended | |
|
|
|
|
March 31, | |
|
|
|
|
| |
|
% Increase/ | |
|
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
|
|
(In millions) | |
|
|
Cost of Satellite Services includes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Satellite Services before specific identified charges
|
|
$ |
16 |
|
|
$ |
16 |
|
|
|
1 |
% |
|
Impairment charge for Telstar 14/ Estrela do Sul-1 satellite
|
|
|
|
|
|
|
12 |
|
|
|
|
|
|
Depreciation and amortization
|
|
|
19 |
|
|
|
36 |
|
|
|
(46 |
)% |
|
|
|
|
|
|
|
|
|
|
Total cost of Satellite Services as reported
|
|
$ |
35 |
|
|
$ |
64 |
|
|
|
(45 |
)% |
|
|
|
|
|
|
|
|
|
|
Cost of Satellite Services as a % of Satellite Services revenues
as reported
|
|
|
102 |
% |
|
|
217 |
% |
|
|
|
|
Cost of Satellite Services decreased $29 million or 45% in
the three months ended March 31, 2005, as compared to 2004
as a result of a 2004 impairment charge of $12 million
relating to our Telstar 14/ Estrela do
41
Sul-1 satellite and related assets to reduce the carrying values
to the expected proceeds from insurance and a decrease in
depreciation and amortization expense. Depreciation and
amortization expense decreased by $17 million, primarily
resulting from a reduction of $23 million related to the
shortening in the estimated life of our Telstar 11 satellite
which was fully depreciated in 2004, offset by depreciation
expense of $3 million for our Telstar 14/ Estrela do Sul-1
satellite which commenced service at the end of March 2004 and
$2 million for our Telstar 18 satellite which commenced
service at the beginning of September 2004.
|
|
|
Cost of Satellite Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
|
|
|
Ended | |
|
|
|
|
March 31, | |
|
|
|
|
| |
|
% Increase/ | |
|
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
|
|
(In millions) | |
|
|
Cost of Satellite Manufacturing includes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Satellite Manufacturing
|
|
$ |
84 |
|
|
$ |
63 |
|
|
|
33 |
% |
|
Depreciation and amortization
|
|
|
4 |
|
|
|
5 |
|
|
|
(21 |
)% |
|
|
|
|
|
|
|
|
|
|
Total cost of Satellite Manufacturing as reported
|
|
$ |
88 |
|
|
$ |
68 |
|
|
|
29 |
% |
|
|
|
|
|
|
|
|
|
|
Cost of Satellite Manufacturing as a % of Satellite
Manufacturing revenues as reported
|
|
|
90 |
% |
|
|
92 |
% |
|
|
|
|
Cost of Satellite Manufacturing as reported increased
$20 million in the three months ended March 31, 2005,
as compared to 2004 primarily due to increased costs for new
satellite orders received in the fourth quarter of 2004 and in
the first quarter of 2005
|
|
|
Selling, General and Administrative Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
|
|
|
Ended | |
|
|
|
|
March 31, | |
|
|
|
|
| |
|
% Increase/ | |
|
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
|
|
(In millions) | |
|
|
Selling, general and administrative expenses
|
|
$ |
27 |
|
|
$ |
32 |
|
|
|
(14 |
)% |
% of revenues as reported
|
|
|
21 |
% |
|
|
30 |
% |
|
|
|
|
The $5 million decrease in selling, general and
administrative expenses in the three months ended March 31,
2005, as compared to 2004 was due primarily to decreased
headcount and lower employee related expenses.
|
|
|
Reorganization Expenses Due to Bankruptcy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
|
|
|
Ended | |
|
|
|
|
March 31, | |
|
|
|
|
| |
|
% Increase/ | |
|
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
|
|
(In millions) | |
|
|
Reorganization expenses due to bankruptcy
|
|
$ |
6 |
|
|
$ |
8 |
|
|
|
(32 |
)% |
Reorganization expenses due to bankruptcy decreased
$2 million in the three months ended March 31, 2005,
as compared to 2004 primarily due to reduced employee retention
costs (see Note 13 to the financial statements).
|
|
|
Interest and Investment Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
|
|
|
Ended | |
|
|
|
|
March 31, | |
|
|
|
|
| |
|
% Increase/ | |
|
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
|
|
(In millions) | |
|
|
Interest and investment income
|
|
$ |
2 |
|
|
$ |
3 |
|
|
|
(30 |
)% |
42
Interest and investment income primarily represents interest
income earned on Satellite Manufacturing programs.
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
|
Ended | |
|
|
March 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
|
(In millions) | |
Interest cost before capitalized interest
|
|
$ |
1 |
|
|
$ |
|
|
Capitalized interest
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
Interest expense
|
|
$ |
1 |
|
|
$ |
(1 |
) |
|
|
|
|
|
|
|
Interest expense before capitalized interest increased
$1 million in the three months ended March 31, 2005,
as compared to 2004 primarily due to non-cash interest on our
purchase obligation related to our APT agreement (see
Note 8). Subsequent to our voluntary petitions for
reorganization on July 15, 2003, we only recognized and
paid interest on our secured bank debt through March 18,
2004 and stopped recognizing and paying interest on all other
outstanding debt obligations and preferred stock. Capitalized
interest decreased to zero in the three months ended
March 31, 2005, which was due to no construction for
internal satellites. Interest expense will continue to be
minimal while we are in Chapter 11.
Other income (expense) represents gains and (losses) on
foreign currency transactions.
|
|
|
Income Tax (Provision) Benefit |
During 2005 and 2004, we continued to maintain the 100%
valuation allowance against the net deferred tax assets of our
U.S. consolidated tax group, established at
December 31, 2002 and recorded no benefit for our domestic
loss. For the three months ended March 31, 2005, we
recorded an income tax provision of $1.7 million on a
pre-tax loss of $23.8 million as compared to a provision of
$0.2 million on a pre-tax loss of $67.5 million for
2004. The higher provision in 2005 relates primarily to foreign
income taxes in Brazil for the operation of Telstar 14,
which was placed in service at the end of March 2004, and
additional accruals of tax contingency reserves for potential
audit issues. We recorded no tax benefit for the loss from
discontinued operations in 2004.
|
|
|
Equity Income (Losses) in Affiliates |
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
|
Ended March 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
|
(In millions) | |
XTAR
|
|
$ |
(0.7 |
) |
|
$ |
(0.4 |
) |
|
|
|
|
|
|
|
During 2004 and 2005, we did not provide for our allocated share
of Satmexs net losses, due to our write-off of our
remaining investment in Satmex in the third quarter of 2003 (see
Note 9 to the financial statements).
Discontinued operations represents the results of the North
American satellites and related assets sold to Intelsat on
March 17, 2004 and includes interest expense on our secured
bank debt through March 18, 2004 (see Interest Expense
above). For the purpose of this presentation, in accordance
with SFAS 144, all indirect costs normally associated with
these operations are included in continuing operations. These
indirect costs include telemetry, tracking and control, access
control, maintenance and engineering, selling and marketing and
general and administrative. See Note 4 to the financial
statements.
43
Consolidated backlog was $980.4 million at March 31,
2005 and $981.9 million at December 31, 2004. Also
backlog as of December 31, 2004 includes $93 million
for Satellite Services on Telstar 14/ Estrela do Sul-1, which
was reduced by $178 million in the third quarter of 2004,
as a result of the shortening of the life of
Telstar 14/Estrela do Sul-1 (see Note 8 to the
financial statements).
At March 31, 2005, Satellite Services backlog totaled
approximately $538 million, including intercompany backlog
of approximately $32 million. As of December 31, 2004,
backlog was $543 million, including intercompany backlog of
$33 million.
As of March 31, 2005, backlog for SS/L was approximately
$484 million, including intercompany backlog of
approximately $10 million. Backlog at December 31,
2004 was $483 million, including intercompany backlog of
$12 million.
Liquidity and Capital Resources
|
|
|
Cash and Available Credit |
As of March 31, 2005, we had $78 million of available
cash and $13 million of restricted cash ($1 million
included in other current assets and $12 million included
in other assets on our condensed consolidated balance sheet at
March 31, 2005) and had no further available credit. Cash
flow from Satellite Services is fairly predictable because it is
derived from an existing base of long-term customer contracts.
Cash flow from Satellite Manufacturing, however, is not as
predictable, because it depends on a number of factors, some of
which are not within SS/Ls control.
Although our cash is mostly unrestricted, it resides in
different Debtor Subsidiaries and we are not able to move cash
freely between or among certain of our Debtor Subsidiaries
without Bankruptcy Court approval. Accordingly, one or more of
our Debtor Subsidiaries may not have sufficient cash to operate
while another Debtor Subsidiary may have surplus cash. In
particular, if SS/L does not receive a significant portion of
the insurance proceeds from the Telstar 14/Estrela do Sul-1
failure (see below) during the second quarter of 2005, SS/L will
need additional cash to operate.
Certain contracts that SS/L has entered into recently provide
that SS/Ls customer may defer milestone payments otherwise
due until after SS/L emerges from bankruptcy. Accordingly, SS/L
expects to incur, through July 31, 2005, costs of
approximately $59 million in performance on these contracts
without corresponding payments and expects to have vendor
termination liability exposure of approximately
$12 million. If SS/L has not emerged from bankruptcy by
July 31, 2005, SS/L will incur additional costs in
performing on these contracts, which will further increase its
cash needs during the pendency of the Chapter 11 Cases.
In January 2004, our Telstar 14/Estrela do Sul-1
satellites North solar array only partially deployed after
launch, diminishing the power and life expectancy of the
satellite. SS/L has submitted a constructive total loss claim to
the insurers for the insured value of $250 million (see
Note 8 to the financial statements). SS/L has reached
agreement with a number of insurers with respect to this pending
insurance claim. Under this settlement, which is subject to
Bankruptcy Court approval, SS/L will receive 82% of each
settling insurers respective proportion of the insured
amount for an aggregate of $61 million. In addition, under
the settlement, the settling insurers will waive any rights they
may have to the satellite. SS/L is in the process of finalizing
settlement agreements with another group of insurers on these
same terms, which agreements, when executed and approved by the
Bankruptcy Court, will increase the insurance proceeds to be
received from the settling insurers to approximately
$122 million. The Bankruptcy Court hearing to consider
approval of the
44
settlement is scheduled for May 10, 2005, and, if approved,
SS/L expects to receive the insurance proceeds from the settling
insurers in May 2005. Pursuant to the terms of our security
agreement with Intelsat, $9.4 million of such insurance
proceeds, representing the remaining unearned portion of the
$50 million advance previously made by Intelsat to SS/L,
will be deposited into a restricted account subject to a control
agreement in favor of Intelsat, whereupon Intelsats
security interest in all other collateral will be released. If,
however, the settlement described above is not approved by the
Bankruptcy Court, or, if approved but SS/L does not receive
insurance proceeds during the second quarter of 2005, SS/L will
need additional cash to operate, which it must obtain from other
Debtor Subsidiaries or third parties. There can be no assurance
that SS/L will be able to obtain the funds it requires. As to
the remaining insurers, SS/L continues to negotiate with them to
reach a similar settlement. If SS/L is able to reach a
settlement with all of its insurers on the terms described
above, SS/L will receive aggregate insurance proceeds of
$205 million and retain title to the Telstar 14/ Estrela do
Sul-1 satellite. In the event, however, that SS/L negotiates a
lower settlement with the remaining insurers (which will also
require Bankruptcy Court approval), SS/L may be required, under
certain circumstances, to adjust the settlement amount it
receives from the settling insurers as described above, to the
lower settlement amount.
If SS/L emerges from bankruptcy on a timely basis, which will
lead to the payment of SS/Ls receivables from customer
contracts mentioned above, and assuming receipt of the Telstar
14/ Estrela do Sul-1 insurance proceeds, we believe that we will
not require any additional financing to fund operations.
In March 2001, Loral entered into an agreement (the Sale
Agreement) with Rainbow DBS Holdings, Inc.
(Rainbow) pursuant to which Loral agreed to sell to
Rainbow its interest in R/L DBS Company, LLC
(R/L DBS) for a purchase price of
$33 million (plus interest at 8% from April 1, 2001).
Lorals receipt of the purchase price is, however,
contingent on the occurrence of certain events, including the
sale of substantially all of the assets of R/L DBS. At the
time of the Sale Agreement, Lorals investment in
R/L DBS had been recorded at zero and Loral did not record
a receivable or gain from this sale. During the quarter ended
March 31, 2005, Rainbow entered into an agreement to sell
its Rainbow 1 satellite and related assets to EchoStar
Communications Corporation, which sale, if consummated, would
result in Lorals realization of the proceeds from the Sale
Agreement. Rainbows sale transaction with EchoStar is,
however, subject to various closing conditions, including
receipt of regulatory approval. Loral will not receive any
payment unless and until such sale transaction is consummated.
There can be no assurance that Rainbows transaction with
EchoStar will be consummated. Moreover, upon receipt by Loral of
some or all of the purchase price from Rainbow, a third party
would have a prepetition claim against Loral of up to
$3 million.
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 (Used in) Provided by Continuing Operating
Activities |
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 decrease in customer
advances of $21 million primarily due to progress on
satellite programs.
Net cash provided by operating activities in the three months
ended March 31, 2004 was $19 million. This was
primarily due to an increase in customer advances of
$46 million primarily due to the start up of new satellite
programs in 2004, offset by net loss adjusted for non-cash items
of $15 million, an increase in contracts-in-process of
$12 million due to continued progress on satellite programs
and achievement of milestones and a decrease in accounts payable
of $9 million primarily due to the timing of satellite
related payments.
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|
|
Net Cash Provided by Discontinued Operations |
Represents the net cash provided from the operations of the
North American satellites and related equipment prior to their
sale.
45
|
|
|
Net Cash (Used in) Provided by Investing Activities |
Net cash used in investing activities was $8 million in the
three months ended March 31, 2005. This primarily resulted
from capital expenditures for continuing operations of
$1 million and investments in and advances to affiliates of
$7 million (XTAR).
Net cash provided by investing activities was $931 million
in 2004, primarily reflecting the $954 million of proceeds
from the sale of our North American satellites and related
assets, net of expenses, offset by capital expenditures for
continuing operations of $6 million and capital
expenditures for discontinued operations of $11 million,
mainly for the construction of satellites, and investments in
and advances to affiliates of $5 million (primarily for
XTAR).
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|
|
Net Cash Used in Financing Activities |
Net cash used in financing activities for the three months ended
March 31, 2004 was $967 million, resulting from our
repayment of our bank term loans and revolving credit facilities
primarily with the proceeds from the sale of the North America
satellites and related assets.
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 9 to the financial
statements.
Commitments and Contingencies
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, 2004 entitled Managements
Discussion and Analysis of Results of Operations and Financial
Condition Commitments and Contingencies
Risk Factors. In addition, the reader is referred to
Note 14 (Commitments and Contingencies) of the financial
statements of this Quarterly Report on Form 10-Q for
further discussion of these risks.
Other Matters
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|
|
Accounting Pronouncements |
Various accounting pronouncements are currently being assessed
to determine the impact of their adoption. See Note 17 to
the condensed consolidated financial statements.
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Item 3. |
Quantitative and Qualitative Disclosures About Market
Risk |
When we filed 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, 2005,
SS/L had the following amounts denominated in Japanese yen
(which has been translated into U.S. dollars based on the
March 31, 2005 exchange rate) that were unhedged (in
millions):
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|
|
|
|
|
|
|
|
|
|
Japanese Yen | |
|
U.S. $ | |
|
|
| |
|
| |
Future revenues
|
|
¥ |
1,248 |
|
|
$ |
11.6 |
|
Future expenditures
|
|
|
421 |
|
|
|
3.9 |
|
Contracts-in-process (unbilled receivables)
|
|
|
1,732 |
|
|
|
16.1 |
|
At March 31, 2005, SS/L also had future expenditures in
euros of 78,000 ($100,000 U.S.) that were unhedged.
46
|
|
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 the Securities and Exchange
Act of 1934 Rules 13a-15(e) or 15d-15(e)) as of
March 31,2005, have concluded that our disclosure controls
and procedures were effective and designed to ensure that
material information relating to Loral and its consolidated
subsidiaries required to be in our filings under the Securities
and Exchange Act of 1934 would be made known to them by others
within those entities in a timely manner.
(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 |
Loral and certain of its subsidiaries (the Debtor
Subsidiaries) filed voluntary petitions for reorganization
under chapter 11 of title 11 of the United States Code
(the Bankruptcy Code) on July 15, 2003 in the
United States Bankruptcy Court for the Southern District of New
York (the Bankruptcy Court). We and our Debtor
Subsidiaries continue to manage our properties and operate our
businesses as debtors in possession under the
jurisdiction of the Bankruptcy Court and in accordance with the
provisions of the Bankruptcy Code.
Also on July 15, 2003, Loral and one of its Bermuda
subsidiaries (the Bermuda Group) filed parallel
insolvency proceedings in the Supreme Court of Bermuda (the
Bermuda Court). On such date, the Bermuda Court
entered an order appointing Philip Wallace, Chris Laverty and
Michael Morrison, partners of KPMG, as Joint Provisional
Liquidators (JPLs) in respect of the Bermuda Group.
The Bermuda Court granted the JPLs the power to oversee the
continuation and reorganization of these companies
businesses under the control of their boards of directors and
under the supervision of the U.S. Bankruptcy Court and the
Bermuda Court. The JPLs have not audited the contents of this
report.
As a result of our commencement of the Chapter 11 Cases,
the pursuit of pending claims and litigation against us arising
prior to or relating to events which occurred prior to the
commencement of the Chapter 11 Cases is generally subject
to an automatic stay under Section 362 of the Bankruptcy
Code, and, absent further order of the Bankruptcy Court, a party
is generally prohibited from taking any action to recover any
prepetition claims, enforce any lien against or obtain
possession of any property from us. In addition, pursuant to
Section 365 of the Bankruptcy Code, we may reject or assume
prepetition executory contracts and unexpired leases, and
parties affected by rejections of these contracts or leases may
file claims with the Bankruptcy Court which will be addressed in
the context of the Chapter 11 Cases.
See Note 14 to the financial statements.
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|
Item 3. |
Defaults Upon Senior Securities |
(a) On July 15, 2003, we and our Debtor Subsidiaries
filed voluntary petitions for reorganization under the
Bankruptcy Code in the Bankruptcy Court (Lead Case
No. 03-41710 (RDD), Case Nos. 03-41709 (RDD) through
03-41728 (RDD)). As a result of our voluntary petitions for
reorganization, our prepetition debt obligations were
accelerated (see Note 12 to the financial statements). On
July 15, 2003, we suspended interest payments on all of our
unsecured debt. As of March 31, 2005, the principal amounts
of our prepetition outstanding debt obligations were
$1.049 billion.
(b) In August 2002, our Board of Directors approved a plan
to suspend indefinitely the future payment of dividends on
Lorals Series C and D preferred stock. Accordingly,
we deferred the payment of quarterly
47
dividends due on our Series C preferred stock commencing on
November 1, 2002 and the payment of quarterly dividends due
on our Series D preferred stock commencing on
November 15, 2002. Because we have failed to pay dividends
on the Series C and the Series D preferred stock for
six consecutive quarters, holders of the majority of each class
of such preferred stock are now entitled, subject to the
applicable effects of the Chapter 11 Cases and Lorals
Bermuda insolvency proceedings, to elect two additional
directors, for a total of four directors, to Lorals Board
of Directors.
We do not intend to make interest or dividend payments to cure
these defaults, and the lenders, noteholders and preferred
stockholders have not issued waivers related to these defaults.
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Item 6. |
Exhibits and Reports on Form 8-K |
(a) Exhibits
The following exhibits are filed as part of this report:
Exhibit 12 Computation of Deficiency of
Earnings to Cover Fixed Charges
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
(b) Reports on Form 8-K
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|
|
|
Date of Report |
|
|
|
Description |
|
|
|
|
|
January 7, 2005
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|
Item 7.01. Regulation FD Disclosure |
|
Monthly Operating report for the period of October 23, 2004
through November 19, 2004 as filed with the
U.S. Bankruptcy Court for the Southern District of New York. |
|
February 4, 2005
|
|
Item 7.01. Regulation FD Disclosure |
|
Monthly Operating report for the period of November 20,
2004 through December 31, 2004 as filed with the
U.S. Bankruptcy Court for the Southern District of New York. |
|
February 23, 2005
|
|
Item 8.01 Other Events |
|
Approved 2004 cash bonus payments for the employees of the
Company and its subsidiaries. |
|
February 28, 2005
|
|
Item 8.01. Other Events |
|
The Company has been selected to build Galaxy 18, a new
Fixed Satellite Service (FSS) satellite. |
|
|
|
|
The Company agreed to sell its BTV product line. |
48
|
|
|
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|
Date of Report |
|
|
|
Description |
|
|
|
|
|
|
|
Item 9.01. Financial Statements and Exhibits |
|
Press Release re: Galaxy 18 FSS satellite |
|
|
|
|
Press Release re: sale of BTV product line |
|
March 9, 2005
|
|
Item 7.01. Regulation FD Disclosure |
|
Monthly Operating report for the period of January 1, 2005
through January 28, 2005 as filed with the
U.S. Bankruptcy Court for the Southern District of New York. |
|
March 16, 2005
|
|
Item 8.01. Other Events |
|
The examiner appointed in the chapter 11 cases, filed his
report with the U.S. Bankruptcy Court for the Southern
District of New York. |
|
March 28, 2005
|
|
Item 8.01. Other Events |
|
The Company filed its third amended plan of reorganization with
the U.S. Bankruptcy Court for the Southern District of New
York. |
|
|
Item 9.01. Financial Statements and Exhibits |
|
Third Amended Joint Plan of Reorganization. |
|
March 28, 2005
|
|
Item 7.01. Regulation FD Disclosure |
|
Amended Monthly Operating reports for the period of
November 20, 2004 through December 31, 2004 and
January 1, 2005 through January 28, 2005 as filed with
the U.S. Bankruptcy Court for the Southern District of New
York. |
|
March 30, 2005
|
|
Item 7.01 Regulation FD Disclosure |
|
Disclosure statement for the third amended joint plan of
reorganization as filed with the U.S. Bankruptcy Court for
the Southern District of New York. |
|
|
|
|
Annual report for the fiscal year ended December 31, 2004
with the Bankruptcy Court. |
49
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.
|
|
|
Registrant |
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|
Loral Space &
Communications Ltd.
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|
|
/s/ Richard J. Townsend
|
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|
Richard J. Townsend |
|
Executive Vice President and |
|
Chief Financial Officer |
|
(Principal Financial Officer) |
|
and Registrants Authorized Officer |
Date: May 9, 2005
50
EXHIBIT INDEX
|
|
|
|
|
Exhibit No. |
|
|
|
Description |
|
|
|
|
|
Exhibit 12
|
|
|
|
Computation of Deficiency of Earnings to Cover Fixed Charges |
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 |