XML 73 R20.htm IDEA: XBRL DOCUMENT v2.4.0.8
Commitments and Contingencies
9 Months Ended
Sep. 30, 2014
Commitments and Contingencies [Abstract]  
Commitments and Contingencies

14. Commitments and Contingencies

 

Financial Matters

 

In the fourth quarter of 2012, we sold our former subsidiary, SS/L, to MDA pursuant to the Purchase Agreement. Under the terms of the Purchase Agreement, we are obligated to indemnify MDA from (1) liabilities with respect to certain pre-closing taxes; and (2) certain litigation costs and litigation damages relating to the ViaSat Suit. Our condensed consolidated balance sheets include an indemnification receivable of $0.4 million as of September 30, 2014 and an indemnification liability of $0.1 million as of December 31, 2013 relating to certain indemnifiable pre-closing taxes. The final amounts for indemnification claims related to pre-closing taxes have not yet been determined. Where appropriate, we intend vigorously to contest the underlying tax assessments, but there can be no assurance that we will be successful. Although no assurance can be provided, we do not believe that these tax-related matters will have a material adverse effect on our financial position or results of operations. For a discussion of the ViaSat Suit and our indemnification obligations related thereto, see Legal Proceedings, below.

 

In connection with the sale in 2008 by Loral and certain of its subsidiaries and DASA Globalstar LLC to Globalstar Inc. of their respective interests in GdB, the Globalstar Brazilian service provider, Loral agreed to indemnify Globalstar Inc. and GdB for certain GdB pre-closing liabilities, primarily related to Brazilian taxes. As a result of an April 2013 adverse court decision in Brazil relating to a potential tax liability, an adverse outcome for which was previously believed to be remote, Loral recorded a loss contingency of $4.8 million in the first quarter of 2013. A payment of $3.7 million related to this loss contingency was made in the second quarter of 2013, and, in the third quarter of 2013, this loss was adjusted to $3.7 million, primarily due to a favorable court decision. Our condensed consolidated balance sheets include liabilities of $1.2 million and $1.3 million as of September 30, 2014 and December 31, 2013, respectively, for indemnification liabilities relating to the sale of GdB.

 

See Note 15— Related Party Transactions — Transactions with Affiliates —  Telesat for commitments and contingencies relating to our agreement to indemnify Telesat for certain liabilities and our arrangements with ViaSat and Telesat.

 

 

Legal Proceedings

   

ViaSat

 

On September 5, 2014, Loral, SS/L and ViaSat entered into the Settlement Agreement pursuant to which the patent infringement and breach of contract lawsuits brought by ViaSat in the United States District Court for the Southern District of California against Loral and SS/L in February 2012 and against SS/L in September 2013 were settled. Pursuant to the Settlement Agreement, on September 10, 2014, the court entered an order dismissing the lawsuits with prejudice.

 

The terms of the Settlement Agreement provide, among other things, for (1) mutual releases of claims asserted in the lawsuits; (2) payment by Loral and SS/L to ViaSat on a joint and several basis of $100 million, $40 million of which was paid in connection with entry into of the Settlement Agreement, and $60 million of which will be paid quarterly from October 15, 2014 through January 15, 2017 with interest accruing from the effective date of the Settlement Agreement at rate of 11.4% per year; (3) agreement by ViaSat not to sue any of Loral, SS/L or their customers and suppliers on the Covered ViaSat Patents (as defined in the Settlement Agreement) or for breach of the contracts asserted in the lawsuits to the extent such breach relates to claims asserted in the lawsuits; and (4) agreement by Loral and SS/L not to sue ViaSat or its customers and suppliers on the Covered SSL Patents (as defined in the Settlement Agreement) or for breach of the contracts asserted in the lawsuits to the extent such breach relates to claims asserted in the lawsuits. MDA, the parent company of SS/L, agreed to guarantee SS/L’s payment obligations under the Settlement Agreement.

 

Also on September 5, 2014, Loral, on the one hand, and SS/L, MDA and MDA Holdings, on the other hand (collectively, the “MDA Parties”) entered into a Release Agreement pursuant to which the MDA Parties released Loral, and Loral released the MDA Parties, from their respective indemnification claims relating to the ViaSat lawsuits under the Purchase Agreement pursuant to which Loral sold SS/L to MDA in 2012.

 

Pursuant to a document titled “MDA/Loral Dispute Resolution,” dated August 14, 2014 (the “Dispute Resolution Agreement”), Loral and MDA agreed that the payments to ViaSat will initially be advanced equally by Loral and SS/L but will be subject to a further allocation between the parties. The parties will then, by way of the Dispute Resolution Agreement Proceedings, allocate how much of the payment each party bears. In the Dispute Resolution Agreement Proceedings, the arbitrator will value ViaSat’s covenant not to sue with respect to the Covered ViaSat Patents. An amount of the payment due to ViaSat under the Settlement Agreement equal to such value will be allocated to SS/L. The remaining payments under the Settlement Agreement will be allocated fifty percent (50%) to the first ViaSat lawsuit, with Loral being responsible for that portion of the payment, and the other fifty percent (50%) will be allocated to the second ViaSat lawsuit. Payment of the amount allocated to the second ViaSat lawsuit will be borne by SS/L, unless the arbitrator decides that Loral shall bear some portion of that allocation. The minimum payment to be borne by either party will be $15 million. The Dispute Resolution Agreement Proceedings are expected to occur in December 2014.

 

Because of the pending Dispute Resolution Agreement Proceedings, we are unable to estimate the loss related to the ViaSat settlement. We did, however, as a result of the Settlement Agreement and the Dispute Resolution Agreement, increase in the third quarter of 2014 our indemnification liabilities related to the ViaSat Suit to $15.4 million using the probability threshold approach, representing approximately Loral’s minimum liability under the Dispute Resolution Agreement. Loral’s maximum liability under the Dispute Resolution Agreement is $85 million plus interest, and it is possible that, as a result of the Dispute Resolution Agreement Proceedings, we may incur liability up to that amount. Loral advanced $20 million to ViaSat on September 9, 2014 which represents Loral’s share of the initial $40 million payment to ViaSat required by the Settlement Agreement. Our condensed consolidated balance sheet as of September 30, 2014 included a current receivable from SS/L of $4.6 million, representing the net amount we would expect to recover from our payment of $20 million if the loss recorded of $15.4 million reflects the final allocation and other current liabilities of $0.4 million, representing accrued litigation costs. Our condensed consolidated balance sheet as of December 31, 2013 includes indemnification liabilities of $10.8 million related to the ViaSat Suit.

 

Other Litigation

 

Other than the Dispute Resolution Proceedings with MDA discussed above, we are not currently subject to any other legal proceedings that, if decided adversely, could have a material adverse effect on our financial position or results of operations. In the future, however, we may become subject to other legal proceedings and claims, either asserted or unasserted, that may arise in the ordinary course of business.