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 JUNE 30, 1998
Commission file number 000-22085
---------
LORAL ORION, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-2008654
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization No.) Identification)
2440 Research Boulevard, Suite 400, Rockville, Maryland 20850
- ------------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(301) 258-8101
-------------------------------------------------------------
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __
<PAGE>
INDEX
LORAL ORION, INC.
<TABLE>
<CAPTION>
Page
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<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Condensed Consolidated Balance Sheets --- June 30, 1998 and December 31, 1997
(Predecessor Company).................................................................. 3
Condensed Consolidated Statements of Operations --- Three months ended
June 30, 1998; three months ended June 30, 1997 and March 31, 1998 and six
months ended June 30, 1997 (Predecessor Company)....................................... 5
Condensed Consolidated Statements of Cash Flows --- Three months ended
June 30, 1998; three months ended March 31, 1998 and six months ended
June 30, 1997 (Predecessor Company).................................................... 6
Notes to Condensed Consolidated Financial Statements................................... 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations..................................................................... 11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K....................................................... 17
Signature....................................................................................... 18
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
LORAL ORION, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
December 31,
1997
June 30, Predecessor
1998 Company
---- -------
(unaudited) Note
ASSETS
<S> <C> <C>
Current assets:
Cash $ 44,082 $ 70,009
Restricted assets 50,068 50,064
Accounts receivable 12,953 11,781
Prepaid expenses and other current assets 6,670 6,846
----- -----
Total current assets 113,773 138,700
Restricted and segregated assets, including accrued
interest of approximately $2.9 million and $3.7 million
at June 30, 1998 and December 31, 1997, respectively 84,482 306,826
Property and equipment at cost:
Land 74 74
Satellite and related equipment 255,295 322,159
Telecommunications equipment 29,764 40,654
Furniture and computer equipment 7,702 8,627
----- -----
292,835 371,514
Less: accumulated depreciation (12,936) (77,080)
Satellite construction in progress, including
capitalized interest of $7.1
million and $7.3 million at June 30, 1998
and December 31, 1997, respectively 261,056 106,843
------- -------
Net property and equipment 540,955 401,277
Due from Loral 8,558 --
Deferred financing costs, net 20,722 22,510
Costs in excess of assets acquired associated with the Loral
Merger, net 601,395 --
Deferred income taxes 51,275 --
Other assets, net 6,555 27,179
----- ------
TOTAL ASSETS $1,427,715 $ 896,492
========== =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
Note: The December 31, 1997 Balance Sheet has been derived from the
audited consolidated financial statements at that date.
3
<PAGE>
Loral Orion, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(continued)
<TABLE>
<CAPTION>
December 31,
1997
June 30, Predecessor
1998 Company
---- -------
(unaudited) Note
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 2,264 $ 5,231
Accrued liabilities 13,590 10,595
Other current liabilities 8,077 7,130
Interest payable 22,843 24,772
Current portion of long-term debt 3,354 6,405
----- -----
Total current liabilities 50,128 54,133
Long-term debt 900,891 790,671
Other liabilities 21,746 21,803
Redeemable preferred stock -- 76,734
Stockholders' equity (deficit):
Common stock, $.01 par value, 1,000 and 40,000,000 shares
authorized; 100 and 15,959,089 shares outstanding 1 160
Capital in excess of par value 478,511 153,294
Treasury stock, 0 and 269,274 at June 30, 1998 and
December 31,1997, respectively -- (91)
Unearned compensation (4,182) --
Cumulative translation adjustment 375 (956)
Accumulated deficit (19,755) (199,256)
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Total stockholders' equity (deficit) 454,950 (46,849)
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 1,427,715 $ 896,492
=========== ===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
Note: The December 31, 1997 Balance Sheet has been derived from the
audited consolidated financial statements at that date.
4
<PAGE>
Loral Orion, Inc.
Condensed Consolidated Statements of Operations
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three months ended Three months ended Six months ended
June 30, March 31, June 30,
------------------------ --------- --------
1997 1998 1997
Predecessor Predecessor Predecessor
1998 Company Company Company
---- ------- ------- -------
<S> <C> <C> <C> <C>
Revenue $ 20,243 $ 16,687 $ 18,790 $ 36,920
Operating expenses:
Direct 7,012 5,591 6,406 13,378
Sales and marketing 6,800 4,435 5,790 8,562
Engineering and technical services 1,549 1,866 1,898 3,623
General and administrative 3,957 3,580 3,707 6,894
Depreciation and amortization 16,116 12,130 12,483 23,696
Merger costs 105 -- 12,145 --
--- ------
Total operating expenses 35,539 27,602 42,429 56,153
------ ------ ------ ------
Loss from operations (15,296) (10,915) (23,639) (19,233)
Other expense (income):
Interest income (5,147) (8,717) (5,425) (12,130)
Interest expense 17,752 22,389 21,190 39,960
Other 99 159 287 572
-- --- --- ---
Total other expense (income) 12,704 13,831 16,052 28,402
------ ------ ------ ------
Loss before taxes, extraordinary loss on
extinguishment of debt, minority interest
and preacquisition loss of acquired subsidiary (28,000) (24,746) (39,691) (47,635)
Income taxes 8,245 -- -- --
Extraordinary loss on extinguishment of debt -- -- -- (15,763)
Limited Partners' and minority interest in the net loss
of Orion Atlantic and other consolidated entities -- 1 -- 12,043
Preacquisition loss of acquired subsidiary -- -- -- 626
------ ------ ------ ------
Net loss (19,755) (24,745) (39,691) (50,729)
Preferred stock dividend and accretion, net of
forfeitures -- 2,312 (1,387) 3,972
------ ------ ------ ------
Net loss attributable to common stockholders $ (19,755) $(27,057) $(38,304) $(54,701)
========= ======== ======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
5
<PAGE>
Loral Orion, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED ENDED
THREE MONTHS MARCH 31, 1998 JUNE 30, 1997
ENDED PREDECESSOR PREDECESSOR
JUNE 30, 1998 COMPANY COMPANY
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<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $(19,755) $ (39,691) $ (50,729)
Adjustments to reconcile net loss to net cash used
in operating activities:
Extraordinary loss on extinguishment of debt -- -- 15,763
Deferred taxes 725 -- --
Amortization and depreciation 16,116 12,483 23,696
Amortization of deferred financing costs 653 609 1,178
Provision for bad debts 425 150 500
Accrued and accreted interest 7,614 10,292 17,326
Interest earned on restricted assets (4,107) (4,629) (3,957)
Other 228 1,644 --
Limited Partners' and minority interest in the
net loss of Orion
Atlantic and other consolidated entities -- -- (12,043)
Changes in operating assets and liabilities:
Accounts receivable (340) (1,408) (655)
Prepaid expenses and other current assets (6,166) 4,388 (4,398)
Other assets (65) 201 (2,676)
Accounts payable and accrued liabilities 3,021 (2,199) (2,299)
Other current liabilities 202 333 1,121
Interest payable 12,405 (11,754) 12,272
Due from Loral (8,558) -- --
-------- -------- ---------
Net cash provided by (used in) operating activities 2,398 (29,581) (4,901)
INVESTING ACTIVITIES
Capital expenditures (6,114) (3,805) (8,955)
Increase in restricted and segregated assets -- -- (401,377)
Use of restricted and segregated assets 199,336 31,962 --
Satellite construction costs, including capitalized interest (200,141) (14,575) (50,281)
Purchase of Teleport Europe, net of cash acquired -- -- (8,375)
Other -- -- (180)
-------- -------- ---------
Net cash provided by (used in) investing activities (6,919) 13,582 (469,168)
FINANCING ACTIVITIES
Debt and equity financing costs -- -- (26,066)
Proceeds from issuance of common stock, net of issuance costs -- 2,117 1,126
Proceeds from issuance of debt -- -- 770,397
Repayment of senior notes payable banks and notes payable (265) (254) (215,339)
Swap termination fee -- -- (5,288)
Payment of satellite incentive (5,061) (1,302) (15,697)
Other 128 (770) (2,303)
-------- -------- ---------
Net cash (used in) provided by financing activities (5,198) (209) 506,830
Net increase (decrease) in cash and cash equivalents (9,719) (16,208) 32,761
Cash and cash equivalents at beginning of period 53,801 70,009 42,188
-------- -------- ---------
Cash and cash equivalents at end of period $ 44,082 $ 53,801 $ 74,949
======== ======== =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
6
<PAGE>
LORAL ORION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED ENDED
THREE MONTHS MARCH 31, 1998 JUNE 30, 1997
ENDED PREDECESSOR PREDECESSOR
JUNE 30, 1998 COMPANY COMPANY
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<S> <C> <C> <C>
Non cash:
Preferred stock dividend, net of forfeitures $ -- $ (1,387) $ 3,972
====== ========== =========
Conversion of redeemable preferred stock to common stock $ -- $ 69,889 $ 10
====== ========== =========
Conversion of Company common stock and stock options to Loral
common stock and stock options as the result of the Loral merger $ -- $ 469,000 $ --
====== ========== =========
Conversion of subordinated debentures, accrued interest, and deferred
financing costs to common stock $ -- $ 52,080 $ --
====== ========== =========
Issuance of Series C Preferred Stock $ -- $ -- $ 94,000
====== ========== =========
Issuance of common stock for preferred stock dividend $ -- $ 5,458 $ --
====== ========== =========
Issuance of common stock, stock options and warrants $ -- $ 2,177 $ 10,425
====== ========== =========
Supplemental:
Interest paid during the period $ 197 $ 25,237 $ 10,776
====== ========== =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
7
<PAGE>
LORAL ORION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE A. BASIS OF PRESENTATION
BUSINESS AND OWNERSHIP
Loral Orion, Inc., (the "Company"), formally Loral Orion Network Systems, Inc.,
is a holding company with no assets or operations other than its investments in
its subsidiaries. Through the operations of its Subsidiary Guarantors, the
Company's principal business is the provision of satellite-based communications
services.
Each of the Subsidiary Guarantors is a wholly-owned (100%) subsidiary of the
Company. The Subsidiary Guarantors comprise all of the direct and indirect
subsidiaries of the Company (other than inconsequential subsidiaries).
GENERAL
The accompanying unaudited condensed consolidated financial statements have been
prepared by Loral Orion pursuant to the rules of the Securities and Exchange
Commission ("SEC") and, in the opinion of the Company, include all adjustments
(consisting of normal recurring accruals) necessary for a fair presentation of
results of operations, financial position and cash flows. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such SEC rules. The Company believes that the disclosures
made are adequate to keep the information presented from being misleading. The
results of operations for the three months ended June 30, 1998 and March 31,
1998 are not necessarily indicative of the results to be expected for the full
year. It is suggested that these financial statements be read in conjunction
with the audited consolidated financial statements and notes thereto of Orion
Network Systems', Inc. latest annual report on Form 10-K.
RECENT DEVELOPMENTS
ACQUISITION OF THE COMPANY BY LORAL
On March 20, 1998, Orion Network Systems, Inc. ("Orion") was acquired by Loral
Space & Communications Ltd. ("Loral"), through the merger (the "Merger") of a
wholly owned subsidiary of Loral, Loral Satellite Corporation ("Merger Sub"),
with and into Orion. Loral consummated the acquisition by issuing 17.9 million
shares of its common stock and assuming existing Orion options and warrants to
purchase 1.9 million shares of Loral common stock representing an aggregate
purchase price of $469 million. Orion was the surviving corporation (the
"Surviving Corporation") of the Merger and thereby became a subsidiary of Loral.
At the effective date of the Merger, Loral contributed its investment in Orion
to Loral Space & Communications Corporation, a wholly owned subsidiary of Loral,
and Orion changed its name to "Loral Orion Network Systems, Inc." The name has
since been changed to "Loral Orion, Inc."
Following the Merger, the capital stock of Loral Orion ceased to be publicly
traded. However, the Company continues to have registered bonds outstanding and
will continue to have statutory filing requirements with the Securities and
Exchange Commission.
The foregoing description of the Merger does not purport to be complete and is
qualified in its entirety by the terms and conditions of the Merger Agreement,
filed as Exhibits 2.1 and 2.2 to Registration Statement No. 333-46407 on Form
S-4.
8
<PAGE>
LORAL ORION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE A. BASIS OF PRESENTATION (CONTINUED)
For accounting purposes, the Merger is being accounted for as of March 31, 1998
using the purchase method. Accordingly, the condensed consolidated balance sheet
at March 31, 1998 reflects the push-down of the purchase price allocations
(based on preliminary estimates and subject to adjustment) to the assets and
liabilities (including an increase of $148.6 million to the carrying value of
the Senior Notes and Senior Discount Notes, based on quoted market prices) of
Orion at that date and a related increase in deferred tax assets of $52.0
million. The cost in excess of net assets acquired ($601.4 million) is being
amortized over 40 years using the straight-line method.
Had the acquisition of the Company and the financing transactions described
below occurred on January 1, 1997, the unaudited pro forma sales, operating loss
and net loss applicable to common stockholders for the six months ended June 30
1998 and 1997 would have been $39.0 million and $36.9 million; $30.2 million and
$26.6 million; and $38.1 million and $35.6 million, respectively. These results,
which are based on various assumptions are not necessarily indicative of what
would have occurred had the acquisition been consummated as of January 1, 1997.
COMPREHENSIVE INCOME
As of January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 (SFAS 130), "Reporting Comprehensive Income". SFAS 130
established new rules for the reporting and display of comprehensive income and
its components. SFAS 130 requires unrealized gains or losses on the Company's
foreign currency translation adjustments, to be included in other comprehensive
income.
Total comprehensive loss for the three months ended June 30, 1998, three months
ended March 31, 1998 and six months ended June 30, 1997 amounted to
approximately $19.4 million, 39.7 million and $51.3 million respectively. The
following are the components of comprehensive loss (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
THREE MONTHS ENDED MARCH 31, 1998 JUNE 30, 1997
JUNE 30, 1998 PREDECESSOR COMPANY PREDECESSOR COMPANY
------------- ------------------- -------------------
<S> <C> <C> <C>
Net loss $ (19,755) $ (39,691) $(50,729)
Cumulative translation adjustment 75 -- (563)
---------- ---------- --------
Comprehensive loss $ (19,380) $ (39,691) $(51,292)
========== ========== ========
</TABLE>
EARNINGS PER SHARE
Earnings per share is not presented since it is not considered meaningful due to
the Merger with Loral and recapitalization of the Company.
9
<PAGE>
LORAL ORION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE B. LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
1997
JUNE 30, PREDECESSOR
1998 COMPANY
-------- -----------
<S> <C> <C>
Senior notes (net of premium of $60.3 million at June 30, 1998
and unamortized discount of $4.9 million at December 31, 1997) $505,267 $ 440,100
Senior discount notes (maturity value of $484 million) 388,402 292,337
Convertible junior subordinated debentures -- 50,000
Notes payable - TT&C Facility 5,503 6,022
Satellite incentive obligations 2,484 6,479
Other 2,589 2,138
----- -----
Total long-term debt 904,245 797,076
Less: current portion 3,354 6,405
----- -----
Long-term debt less current portion $900,891 $ 790,671
======== ==========
</TABLE>
In connection with the Merger, Loral did not assume Orion's Senior Notes or
Senior Discount Notes. Such debt remains outstanding and is non-recourse to
Loral. The carrying value of Orion's Senior Notes and Senior Discount Notes has
been increased to reflect a fair value adjustment of $148.6 million in
connection with the Merger, based on quoted market prices at March 31, 1998.
NOTE C. REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
As of June 30, 1998, all of the redeemable convertible preferred stock
outstanding at December 31, 1997, including accrued dividends on the Series C
Preferred Stock, have been converted to approximately 6.1 million shares of
common stock at prices ranging from $8.50 to $17.50 per share.
NOTE E. INCOME TAXES
The Company is included in the consolidated U.S. Federal income tax return of
Loral Space & Communications Corporation, a wholly owned subsidiary of Loral.
Pursuant to a tax sharing agreement with Loral Space & Communications
Corporation, the Company is entitled to reimbursement for the use of its tax
losses when such losses are utilized by the consolidated group. For the three
months ended June 30, 1998, the Company recorded a receivable under this tax
sharing agreement of $9.0 million and a deferred tax provision of $0.7 million.
The deferred tax asset of $51.3 million on the accompanying balance sheet arises
from the tax effect of the temporary differences between the carrying amount of
the Senior Notes and the Senior Discount Notes payable for financial and income
tax purposes.
NOTE E. RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to the current year
presentation.
10
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LORAL ORION, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Except for the historical information contained herein, the matters discussed in
this Management's Discussion and Analysis of Financial Condition and Results of
Operations, and elsewhere in this Form 10-Q, are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. In addition,
from time to time, Loral Orion or their representatives have made or may make
forward-looking statements, orally or in writing. Such forward-looking
statements may be included in, but are not limited to, various filings made by
Loral Orion with the Securities and Exchange Commission press releases or oral
statements made by or with the approval of an authorized executive officer of
Loral Orion. Actual results could differ materially from those projected or
suggested in any forward-looking statements as a result of a wide variety of
factors or conditions. See the section of Orion's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997, entitled "Forward Looking Statements".
GENERAL
The Company's principal business is providing satellite communications for
private communications networks and video distribution and other satellite
transmission services.
No restrictions exist on the ability of Subsidiary Guarantors to pay dividends
or make other distributions to the Company, except to the extent provided by law
generally (e.g., adequate capital to pay dividends under state corporate laws).
ORION 2 AND ORION 3
Orion 2. During the second quarter, the Company entered into a satellite
procurement contract with Space Systems/Loral ("SS/L"), a wholly owned
subsidiary of Loral, for the construction and launch of the Orion 2 satellite
for operation in the Atlantic Ocean region at 12(degree) W.L. (the "SS/L
Contract"). The SS/L Contract provides for delivery in-orbit of the Orion 2
aboard an Ariane 44L launch vehicle by June 30, 1999. The SS/L satellite design
provides for 38 Ku-band transponders with a footprint covering the Eastern
United States, Southeastern Canada, Europe, the Commonwealth of Independent
States, the Middle East, North and South Africa and South America.
The Company also notified Matra Marconi Space ("Matra") that it cancelled its
satellite procurement contract with Matra for the construction and launch of a
satellite for operation in the Atlantic Ocean region at 12(degree) W.L. (the
"Matra Contract"). As a result of the cancellation of the Matra Contract, the
Company will have no obligation to make further payments to Matra, but Matra
will be entitled to retain amounts previously paid by the Company of $49.1
million.
The Company believes that the Orion 2 satellite being procured from SS/L offers
significant benefits compared to the Matra satellite. Orion's cash flow will be
used to fund the SS/L Contract up to an amount that when added to the amounts
previously paid to Matra, will not exceed $202 million, the total amount that
would otherwise have been due to Matra if the Matra Contract had not been
canceled. Any requirements to SS/L in excess of $202 million for Orion 2 will be
funded with additional equity contributed from Loral. Moreover, the
SS/L-designed satellite is both larger and more powerful than the Matra-designed
satellite. The SS/L satellite will have 8 additional transponders and will
provide greater transmitted power to Orion's customers. The expected in-orbit
life of the SS/L satellite is approximately 16 years compared to 13 years for
the Matra satellite. The SS/L satellite is designed to provide enhanced
transponder switching capabilities as compared to the Matra satellite and also
allows for both uplinking and downlinking of transmissions from South Africa,
while the Matra satellite would not have allowed for uplinking.
Orion 3. The Company entered into a satellite contract with Hughes Space and
Communications International, Inc. in 1997 for the construction and launch of
Orion 3. The contract provides for delivery in orbit of Orion 3 by December
1998, for a firm fixed price of $208 million excluding launch insurance and
performance incentives.
11
<PAGE>
LORAL ORION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Pre-Construction Lease on Orion 3. The Company has entered into a contract with
DACOM Corp., a Korean communications company ("DACOM"), under which DACOM will,
subject to certain conditions, lease eight dedicated transponders on Orion 3 for
13 years, in return for approximately $89 million, payable over a period from
December 1996 through seven months following the lease commencement date for the
transponders (which is scheduled to occur by January 1999). Payments are subject
to refund if Orion 3 fails to commence commercial operation by June 30, 1999.
Through June 30, 1998, the Company has received $23.1 million from DACOM.
Satellite Launch and Operation Risk. There can be no assurance that Orion 2 or
Orion 3 will be successfully launched or operate in accordance with their
design. While the Company intends to procure launch insurance for the
satellites, a total or partial loss of either satellite will involve delays and
loss of revenue which will impair the Company's ability to service its
indebtedness, including the Notes, and such insurance will not protect the
Company against business interruption, loss or delay of revenues or similar
losses and may not fully reimburse the Company for its expenditures.
OVERVIEW
The Company's revenues are principally generated under two to five year
contracts for delivery of communications services derived principally from
recurring monthly fees from its customers. The revenues from each contract vary,
depending upon the type of service, amount of capacity, data handling ability of
the network, the number of very small aperture terminals ("VSATs") (which
generally are owned by the Company), value-added services and other factors.
Substantially all of the Company's contracts are denominated in U.S. dollars.
The Company begins to record revenues under its contracts upon service
commencement to the customer.
The services provided by the Company have been subject to decreasing prices over
recent years due to increased competition. This pricing pressure is expected to
continue (and may accelerate) for the foreseeable future, particularly if, as
expected, capacity continues to increase. The Company will need to increase its
volume of sales in order to compensate for such price reductions. The Company
believes that customers will increase the data speed in their communications
networks to support new applications, and that such upgrading of customer
networks will lead to increased revenues that will mitigate the effect of price
reductions. However, there can be no assurance that this will occur. The Company
expects to continue to incur net losses and have negative cash flow (after
payments for capital expenditures and interest) for the foreseeable future.
The Company's direct cost of services includes principally (i) costs relating to
the installation, maintenance and licensing of VSAT earth stations at its
customers' premises; (ii) satellite lease payments for transponder capacity
(generally for services outside of the Orion 1 footprint); (iii) in-orbit
insurance premiums; and (iv) personnel costs and travel related to TT&C, network
monitoring, network design and similar activities. These costs will increase as
the Company's business grows. Sales and marketing expenses consist of salaries,
sales commissions (including commissions to third party sales representatives),
travel and promotional expenses. The Company commenced a significant expansion
of its marketing program in 1997 which has continued in 1998. Due to the
complexity of the Company's services, and the continued expansion of sales
personnel, sales and marketing expenses increased significantly during the first
half of 1998 and they are expected to increase through the remainder of 1998.
General and administrative expenses consist of personnel costs other than for
selling and engineering, information systems, professional services, and
occupancy costs. These costs will increase generally as the Company's operations
expand. Depreciation and amortization expenses result mainly from the
depreciation of the Orion 1 satellite, goodwill amortization, VSATs and the
related equipment to service the expansion of the private network communication
services business. Interest income is primarily the result of interest earned on
the proceeds from the Company's debt and equity offerings. Interest costs stem
primarily from the Company's outstanding Senior Notes and Senior Discount Notes.
12
<PAGE>
LORAL ORION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS
Acquisition of Teleport Europe GmbH. On March 26, 1997, the Company acquired
German-based Teleport Europe GmbH (a communications company specializing in
private satellite networks for voice and data services), whose name was
subsequently changed to Loral Orion-Europe GmbH ("Orion Europe"). The Company
has consolidated the operations of Orion Europe for the six months ended June
30, 1997, retroactively to January 1, 1997. The effect of this consolidation on
operations prior to acquisition was to increase consolidated revenues by
approximately $4.1 million, increase total operating expenses by approximately
$4.0 million and other expenses by approximately $0.7 million. The
preacquisition loss of Orion Europe of $0.6 million has been deducted from the
consolidated statement of operations for the six months ended June 30, 1997.
On March 20, 1998, Orion Network Systems, Inc. ("Orion") was acquired by Loral
Space & Communications Ltd. ("Loral"), through the merger (the "Merger") of a
wholly owned subsidiary of Loral, Loral Satellite Corporation ("Merger Sub"),
with and into Orion. Loral consummated the acquisition by issuing 17.9 million
shares of its common stock and assuming existing Orion options and warrants to
purchase 1.9 million shares of Loral common stock representing an aggregate
purchase price of $469 million. Orion was the surviving corporation (the
"Surviving Corporation") of the Merger and thereby became a wholly owned
subsidiary of Loral. At the effective date of the Merger, Loral contributed its
investment in Orion to Loral Space & Communications Corporation, a wholly owned
subsidiary of Loral, and Orion changed its name to "Loral Orion Network Systems,
Inc." The name has since been changed to "Loral Orion, Inc."
For accounting purposes, the Merger is being accounted for as of March 31, 1998
using the purchase method. Accordingly, the condensed consolidated balance sheet
at March 31, 1998 reflects the push-down of the purchase price allocations
(based on preliminary estimates and subject to adjustment) to the assets and
liabilities (including an increase of $148.6 million to the carrying value of
the Senior Notes and Senior Discount Notes, based on quoted market prices) of
Orion at that date and a related increase in deferred tax assets of $52.0
million. The cost in excess of net assets acquired ($601.4 million) is being
amortized over 40 years using the straight-line method.
Had the acquisition of the Company and the financing transactions described
below occurred on January 1, 1997, the unaudited pro forma sales, operating loss
and net loss applicable to common stockholders for the six months ended June 30
1998 and 1997 would have been $39.0 million and $36.9 million; $30.2 million and
$26.6 million; and $38.1 million and $35.6 million, respectively. These results,
which are based on various assumptions are not necessarily indicative of what
would have occurred had the acquisition been consummated as of January 1, 1997.
In order to provide an understanding of the Company, the results of operations
discusses the actual results for the three months ended June 30, 1998 and June
30, 1997; and the pro forma results of operations for the six months ended June
30, 1998 compared with the pro forma results of operations for the six months
ended June 30, 1997.
Revenue and Bookings. Total revenues for the three months ended June 30, 1998
and 1997 were $20.2 million and $16.7 million, an increase of $3.5 million or 21
percent. This increase is primarily attributable to the private communications
network services operations which included the addition of 146 customer sites in
service compared to the same period in 1997. The pro forma revenues for the six
months ended June 30, 1998 and 1997 were $39.0 million and $36.9 million, an
increase of $2.1 million or 6 percent, which is attributable to the additional
installed customer sites in service for private communications network services
for the six month period ended June 30, 1998 compared to the same period in
1997.
At June 30, 1998, the Company had a customer contract backlog (representing
future revenues under contract) of approximately $269.6 million compared to
$253.8 million at June 30, 1997, an increase of 6 percent. Revenue from customer
contract backlog is typically earned over contract terms of two to five years.
13
<PAGE>
LORAL ORION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
OPERATING EXPENSES
Direct Expenses. Direct expenses for the three months ended June 30, 1998, were
$7.0 million compared to $5.6 million for the same period in 1997. The 25
percent increase for the three months ended June 30, 1998 was primarily
attributable to Internet access and terrestrial link charges in support of the
Worldcast Internet access product which provides international internet
connectivity through the Orion 1 satellite. Direct expenses for the pro forma
six months ended June 30, 1998 and 1997 were $13.4 million.
Sales and Marketing Expenses. Sales and marketing expenses were $6.8 million for
the three months ended June 30, 1998, as compared to $4.4 million for the same
period in 1997, an increase of $2.4 million or 55 percent. Sales and marketing
expenses for the pro forma six months ended June 30, 1998 and 1997 were $12.6
million and $8.6 million, an increase of $4.0 million or 47 percent. These
increases relate to additional sales salaries and commissions, consulting and
advertising associated with the growth in the private communications network
service business and Worldcast. The Company expects the increase in sales and
marketing expenses to continue for the remainder of 1998.
Engineering and Technical Services Expenses. Engineering and technical services
expenses remained steady for the three and pro forma six month periods ended
June 30, 1998 as compared to the comparable periods in 1997. Engineering and
technical services expenses for the three months ended June 30, 1998 were $1.5
million compared to $1.9 million for the same period in 1997. Engineering and
technical services expenses for the pro forma six months ended June 30, 1998 and
1997 were $3.4 million and $3.6 million respectively.
General Administrative Expenses. General and administrative expenses were $4.0
million the three months ended June 30, 1998, compared to $3.6 million for the
same period in 1997, an increase of $0.4 million or 11 percent. General and
administrative expenses for the pro forma six months ended June 30, 1998 and
1997 were $7.7 million and $6.9 million, respectively, an increase of $0.8
million or 12 percent. These increases are primarily due to outside services
associated with the planned expansion of the Company's operations into new
markets.
Depreciation and Amortization. Depreciation and amortization expense for the
three months ended June 30, 1998 were $16.1 million compared to $12.1 million
for the same period in 1997, an increase of $4.0 million or 33 percent.
Depreciation and amortization expense for the pro forma six months ended June
30, 1998 and 1997 were $32.0 million and $31.1 million, an increase of $0.9
million or 3 percent. These increases were primarily the result of depreciation
of ground equipment to service the expansion of the private network
communication services business and amortization of costs in excess of assets
acquired and unearned compensation associated with the acquisition of the
Company by Loral.
Interest. Interest income was $5.1 million for the three months ended June 30,
1998, compared to $8.7 million for the same period in 1997. Interest income for
the pro forma six months ended June 30, 1998 and 1997 were $10.6 million and
$12.1 million, respectively. The decrease in interest income is due to a
reduction in the balance held in the Company's segregated funds. Interest
expense, net of capitalized interest of $3.3 million and $1.6 million,
respectively, was $17.8 million for the three months ended June 30, 1998, and
$22.4 million for the comparable period in 1997. The decrease in interest
expense for the three months ended June 30, 1998 is due to additional
capitalized interest costs attributable to the two satellites, redemption of the
convertible debentures and amortization of the fair value adjustment of the
outstanding debt. Interest expense for the pro forma six months ended June 30,
1998 and 1997 were $34.3 million and $36.4 million, respectively. The decrease
in interest expense for the pro forma six months ended June 30, 1998 compared to
the pro forma six months ended June 30, 1997 is the result of increased
capitalized interest for the period ended June 30, 1998 compared to the same
period in 1997.
<PAGE>
LORAL ORION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Income Taxes. The Company is included in the consolidated U.S. Federal income
tax return of Loral Space & Communications Corporation, a wholly owned
subsidiary of Loral. Pursuant to a tax sharing agreement with Loral Space &
Communications Corporation, the Company is entitled to reimbursement for the use
of its tax losses when such losses are utilized by the consolidated group. For
the three months ended June 30, 1998, the Company recorded a receivable under
this tax sharing agreement of $9.0 million and a deferred tax provision of $0.7
million. The deferred tax asset of $51.3 million on the accompanying balance
sheet arises from the tax effect of the temporary differences between the
carrying amount of the Senior Notes and the Senior Discount Notes payable for
financial and income tax purposes.
Net Loss. The Company incurred net losses of $19.8 million and $24.7 million for
the three months ended June 30, 1998 and 1997. Net losses for the pro forma six
months ended June 30, 1998 were $38.1 million and $35.6 million, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Existing Capital Resources. As of June 30, 1998, the Company had cash and cash
equivalents of $44.1 million and restricted and segregated assets of $134.6
million, including $15.9 million which was segregated by the Company to be used
to make payments for additional satellites and certain related costs. The
restricted and segregated assets also included $92.7 million plus accrued
interest of $2.9 million placed in a pledged account (to pre-fund the remaining
four interest payments on the Senior Notes). Additionally, included in
restricted and segregated assets, is $23.1 million held in escrow and subject to
refund pending the successful launch and commencement of commercial operation of
Orion 3 as required by the DACOM agreement.
While the Company believes its existing resources, including borrowings from
Loral, are adequate to fund its needs for the remainder of 1998, based upon its
current expectations for growth, the Company anticipates it will have additional
funding requirements over the next three years to fund the purchase of VSATs,
other capital expenditures and other capital needs. Interest charges on the
Senior Notes over the next three years are fully provided for by restricted
cash.
The in-orbit delivered costs of the Orion 2 and Orion 3 satellites are expected
to aggregate approximately $468 million, of which $299.7 million has been
incurred by the Company through June 30, 1998. The Company will need to make
additional payments of approximately $123 million, $45 million and $0.3 million
in 1998, 1999 and 2000, respectively. These amounts include the Company's
estimate regarding the cost of launch insurance. The contracts for Orion 2 and
Orion 3 provide firm fixed prices for the construction and launch of those
satellites and provides for penalties in the event of late delivery by the
manufacturer, however, the Company's actual payments could be substantially
higher due to any change orders for the satellites, increased insurance rates,
delays and other factors.
The Company has segregated $15.9 million to make payments for additional
satellites and certain related costs (or to pay interest and principal on the
Senior Notes). The Company also can use a portion of its working capital for
such costs if it chooses to do so. The Company had working capital of $63.6
million at June 30, 1998. However, there can be no assurance that cost increases
for Orion 2 and/or Orion 3 due to change orders, increased insurance rates or
construction delays, among other factors may not increase the Company's capital
requirements or that the Company's growth may vary from its expectations
resulting in changes in its cash requirements or expected cash.
The balance of the Company's funding requirements are dependent upon its growth
and cash flow from operations. The Company cannot predict whether its existing
resources and cash flows will be adequate to cover its future cash needs. If
existing resources and cash flows are not sufficient to cover the Company's
future cash needs, the Company will need to secure borrowings from Loral, or
raise additional financing. The Company does not have a revolving credit
facility or other source of readily available capital. Sources of additional
capital may include public or private debt, equity financings or strategic
investments. To the extent that the Company seeks to raise additional
<PAGE>
LORAL ORION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
debt financing, the Indentures limit the amount of such additional debt (under a
variety of provisions contained in such Indentures) and prohibit the Company
from using Orion 1, Orion 2 or Orion 3 as collateral for indebtedness for money
borrowed. If the Company requires additional financing and is unable to obtain
such financing from its new parent or from outside sources in the amounts and at
the times needed, there would be a material adverse effect on the Company.
YEAR 2000 ISSUE
The Company is evaluating the potential effect on its information processing
systems to determine what actions will be necessary in connection with the "Year
2000 Issue". The Year 2000 Issue is the result of computer programs which were
written using two digits rather than four to signify a year (i.e., the year 1997
is denoted "97" and not "1997"). Computer programs written using only two digits
may recognize the year 2000 as the year 1900. This could result in a system
failure or miscalculations causing disruption of operations. It is not known at
this time what modifications, if any, will be required. All costs associated
with any modification will be expensed as incurred. In addition, the Company has
requested, and will continue to seek information from third-party entities on
which it relies, certifying that their computer systems will not negatively
affect the Company's operations. No assurance can be given that there will not
be some unforeseen issue, particularly with third parties' systems, that may
materially affect the Company's operations.
<PAGE>
LORAL ORION, INC.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-K:
27 Financial Data Schedule
(b) Reports on Form 8-K during the six months ended June 30, 1998:
Current report on Form 8-K dated May 13, 1998 reporting the
Company's change of auditors in connection with the Loral Merger.
17
<PAGE>
LORAL ORION, INC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LORAL ORION, INC.
----------------------------
(Registrant)
Date: August 13, 1998 _____________________________
Michael P. DeBlasio
First Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
18
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