IRIDIUM COMMUNICATIONS INC.

(IRDM)
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IRIDIUM COMMUNICATIONS INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (form 10-Q)

04/19/2022 | 07:05am EDT
You should read the following discussion along with our Annual Report on Form
10-K for the fiscal year ended December 31, 2021, filed on February 17, 2022
with the Securities and Exchange Commission, or the SEC, as well as our
condensed consolidated financial statements included in this Form 10-Q.

This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. For this purpose, any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. Such forward-looking statements include
those that express plans, anticipation, intent, contingencies, goals, targets or
future development or otherwise are not statements of historical fact. Without
limiting the foregoing, the words "believe," "anticipate," "plan," "expect,"
"intend" and similar expressions are intended to identify forward-looking
statements. These forward-looking statements are based on our current
expectations and projections about future events, and they are subject to risks
and uncertainties, known and unknown, that could cause actual results and
developments to differ materially from those expressed or implied in such
statements. These risks and uncertainties may be amplified by the COVID-19
pandemic and its impacts on our business and the global economy. The important
factors described under the caption "Risk Factors" in this report and in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed on
February 17, 2022, could cause actual results to differ materially from those
indicated by forward-looking statements made herein. We undertake no obligation
to publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.

Overview of Our Business


We are engaged primarily in providing mobile voice and data communications
services using a constellation of orbiting satellites. We are the only
commercial provider of communications services offering true global coverage,
connecting people, organizations and assets to and from anywhere, in real time.
Our low-earth orbit (LEO), L-band network provides reliable, weather-resilient
communications services to regions of the world where terrestrial wireless or
wireline networks do not exist or are limited, including remote land areas, open
ocean, airways, the polar regions, and regions where the telecommunications
infrastructure has been affected by political conflicts or natural disasters.

We provide voice and data communications services to businesses, the U.S. and
foreign governments, non-governmental organizations and consumers via our
satellite network, which has an architecture of 66 operational satellites with
in-orbit and ground spares and related ground infrastructure. We utilize an
interlinked mesh architecture to route traffic across the satellite
constellation using radio frequency crosslinks between satellites. This unique
architecture minimizes the need for ground facilities to support the
constellation, which facilitates the global reach of our services and allows us
to offer services in countries and regions where we have no physical presence.

We sell our products and services to commercial end-users through a wholesale
distribution network, encompassing approximately 110 service providers,
approximately 290 value-added resellers, or VARs, and approximately 90
value-added manufacturers, or VAMs, which create and sell technology that uses
the Iridium® network either directly to the end user or indirectly through other
service providers, VARs or dealers. These distributors often integrate our
products and services with other complementary hardware and software and have
developed a broad suite of applications using our products and services to
target specific lines of business. We expect that demand for our services will
increase as more applications are developed and deployed that utilize our
technology.

At March 31, 2022, we had approximately 1,781,000 billable subscribers
worldwide, representing an increase of 17% from approximately 1,518,000 billable
subscribers at March 31, 2021. We have a diverse customer base, with end users
in the following lines of business: land mobile, maritime, aviation, Internet of
Things, or IoT, hosted payloads and other data services and the U.S. government.

We recognize revenue from both the provision of services and the sale of equipment. Over the past several years, service revenue, including revenue from hosting and data services, has represented an increasing proportion of our revenue, and we expect that trend to continue.

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Material Trends and Uncertainties

Our industry and customer base have historically grown as a result of:

•demand for remote and reliable mobile communications services;

•a growing number of new products and services and related applications;

•a broad wholesale distribution network with access to diverse and geographically dispersed niche markets;

•increased demand for communications services by disaster and relief agencies, and emergency first responders;

•improved data transmission speeds for mobile satellite service offerings;

•regulatory mandates requiring the use of mobile satellite services;

•a general reduction in prices of mobile satellite services and subscriber equipment; and

•geographic market expansion through the ability to offer our services in additional countries.

Nonetheless, we face a number of challenges and uncertainties in operating our business, including:

•our ability to maintain the health, capacity, control and level of service of our satellites;

•our ability to develop and launch new and innovative products and services;

•changes in general economic, business and industry conditions, including the effects of currency exchange rates;

•our reliance on a single primary commercial gateway and a primary satellite network operations center;

•competition from other mobile satellite service providers and, to a lesser extent, from the expansion of terrestrial-based cellular phone systems and related pricing pressures;

•market acceptance of our products;

•regulatory requirements in existing and new geographic markets;

•challenges associated with global operations, including as a result of conflicts in or affecting markets in which we operate;

•rapid and significant technological changes in the telecommunications industry;

•our ability to generate sufficient internal cash flows to repay our debt;

•reliance on our wholesale distribution network to market and sell our products, services and applications effectively;


•reliance on a global supply chain, including single-source suppliers for the
manufacture of most of our subscriber equipment and for some of the components
required in the manufacture of our end-user subscriber equipment and our ability
to purchase component parts that are periodically subject to shortages resulting
from surges in demand, natural disasters or other events, including the COVID-19
pandemic; and

•reliance on a few significant customers, particularly agencies of the U.S.
government, for a substantial portion of our revenue, as a result of which the
loss or decline in business with any of these customers may negatively impact
our revenue and collectability of related accounts receivable.

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Comparison of Our Results of Operations for the Three Months Ended March 31,
2022 and 2021

                                                                      Three Months Ended March 31,
                                                                       % of Total                              % of Total                      Change
($ in thousands)                                   2022                 Revenue               2021              Revenue             Dollars            Percent
Revenue:
Services                                     $      126,109                   75  %       $ 116,152                   80  %       $  9,957                    9  %
Subscriber equipment                                 33,744                   20  %          23,953                   16  %          9,791                   41  %
Engineering and support services                      8,366                    5  %           6,430                    4  %          1,936                   30  %
Total revenue                                       168,219                  100  %         146,535                  100  %         21,684                   15  %

Operating expenses:
Cost of services (exclusive of
depreciation
and amortization)                                    24,098                   14  %          23,207                   16  %            891                    4  %
Cost of subscriber equipment                         20,505                   12  %          13,028                    9  %          7,477                   57  %
Research and development                              2,619                    2  %           2,717                    2  %            (98)                  (4) %
Selling, general and administrative                  26,103                   16  %          22,657                   15  %          3,446                   15  %
Depreciation and amortization                        75,661                   45  %          75,910                   52  %           (249)                   -  %
Total operating expenses                            148,986                   89  %         137,519                   94  %         11,467                    8  %
Operating income                                     19,233                   11  %           9,016                    6  %         10,217                  113  %

Other expense:
Interest expense, net                               (14,577)                  (8) %         (22,769)                 (16) %          8,192                  (36) %

Other expense, net                                       (8)                   -  %             (28)                   -  %             20                  (71) %
Total other expense, net                            (14,585)                  (8) %         (22,797)                 (16) %          8,212                  (36) %
Income (loss) before income taxes                     4,648                    3  %         (13,781)                 (10) %         18,429                 (134) %
Income tax benefit (expense)                         (1,824)                  (1) %           8,598                    6  %        (10,422)                (121) %
Net income (loss)                            $        2,824                    2  %       $  (5,183)                  (4) %       $  8,007




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Revenue

Commercial Service Revenue

                                                                             Three Months Ended March 31,
                                                            2022                                                        2021                                                     Change
                                                          Billable                                                   Billable                                                   Billable
                                     Revenue           Subscribers (1)         ARPU (2)          Revenue          Subscribers (1)         ARPU (2)           Revenue           Subscribers            ARPU
                                                                                               (Revenue in millions and subscribers in thousands)
Commercial services:
Voice and data                     $    44.9                 378              $     40          $  41.4                 350              $     39          $    3.5                 28             $     1
IoT data                                28.4               1,243                  7.78             24.8               1,003                  8.39               3.6                240               (0.61)
Broadband (3)                           11.5                13.5                   288              9.4                  12                   265               2.1                1.5                  23
Hosted payload and other
data                                    14.8                        N/A                            14.8                        N/A                                -                      N/A
Total commercial services          $    99.6               1,635                                $  90.4                      1,365                         $    9.2                270


(1)Billable subscriber numbers shown are at the end of the respective period.


(2)Average monthly revenue per unit, or ARPU, is calculated by dividing revenue
in the respective period by the average of the number of billable subscribers at
the beginning of the period and the number of billable subscribers at the end of
the period and then dividing the result by the number of months in the period.
Billable subscriber and ARPU data is not applicable for hosted payload and other
data service revenue items.

(3)Commercial broadband service consists of Iridium OpenPort® and Iridium Certus® broadband services.


For the three months ended March 31, 2022, total commercial services revenue
increased $9.2 million, or 10%, from the prior year period primarily as a result
of increases in IoT, voice and data, and broadband revenue. These increases were
driven primarily by increases in billable subscribers across all commercial
service lines. Commercial IoT revenue increased $3.6 million, or 15%, for the
three months ended March 31, 2022, compared to the same period of the prior
year. The increase in IoT revenue was driven by a 24% increase in IoT billable
subscribers due to continued strength in consumer personal communications
devices, as well as the lifting of many mobility restrictions that had been
imposed due to COVID-19. The effect on revenue of increased subscribers was
partially offset by a 7% reduction in IoT ARPU, primarily due to the increased
proportion of personal communication subscribers using lower ARPU plans,
countered in part by an increase in usage and ARPU by aviation subscribers due
to increases in air travel from the prior year quarter. Commercial voice and
data revenue increased $3.5 million, or 8%, for the three months ended March 31,
2022, compared to the same period of the prior year. This increase was primarily
due to an increase in volume across all voice and data services. Commercial
broadband revenue increased $2.1 million, or 22%, for the three months ended
March 31, 2022, compared to the prior year period, driven by an increase in
broadband billable subscribers and an increase in ARPU associated with the
increase in the mix of subscribers utilizing higher ARPU Iridium Certus
broadband plans. Hosted payload and other service revenue remained flat for the
three months ended March 31, 2022, compared to the prior year period, at $14.8
million.

Government Service Revenue

                                                                Three Months Ended March 31,
                                                      2022                                        2021                                       Change
                                                              Billable                                   Billable                                    Billable
                                        Revenue           Subscribers (1)           Revenue          Subscribers (1)           Revenue             Subscribers
                                                                           (Revenue in millions and subscribers in thousands)
Government services                   $    26.5                         146       $   25.8                         153       $    0.7                         (7)

(1)Billable subscriber numbers shown are at the end of the respective period.


We provide airtime and airtime support to U.S. government and other authorized
customers pursuant to our Enhanced Mobile Satellite Services contract, or the
EMSS Contract. Under the terms of this agreement, which we entered into in
September 2019, authorized customers utilize specified Iridium airtime services
provided through the U.S. government's dedicated gateway. The fee is not based
on subscribers or usage, allowing an unlimited number of users access to these
services. The annual rate under the EMSS Contract increased from $103.0 million
to $106.0 million during the third quarter of 2021.


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Subscriber Equipment Revenue


Subscriber equipment revenue increased by $9.8 million, or 41%, for the three
months ended March 31, 2022, compared to the prior year period, primarily due to
an increase in the volume of all device sales.

Engineering and Support Service Revenue

                                                                  Three Months Ended March 31,
                                                                     2022                  2021              Change
                                                                                    (In millions)
Commercial engineering and support services                   $           1.1          $     0.7          $      0.4
Government engineering and support services                               7.3                5.7                 1.6
Total engineering and support services                        $           

8.4 $ 6.4 $ 2.0



Engineering and support service revenue increased by $2.0 million or 31% for the
three months ended March 31, 2022, compared to the prior year period, primarily
due to the episodic nature of contract work under certain government contracts.

Operating Expenses

Cost of Services (exclusive of depreciation and amortization)


Cost of services (exclusive of depreciation and amortization) includes the cost
of network engineering and operations staff, including contractors, software
maintenance, product support services and cost of services for government and
commercial engineering and support service revenue.

Cost of services (exclusive of depreciation and amortization) increased by $0.9
million, or 4%, for the three months ended March 31, 2022 from the prior year
period, primarily as a result of the increase in work under certain government
engineering contracts, as noted above. This increase was offset by lower network
operation costs.

Cost of Subscriber Equipment

Cost of subscriber equipment includes the direct costs of equipment sold, which consist of manufacturing costs, allocation of overhead, and warranty costs.


Cost of subscriber equipment increased by $7.5 million, or 57%, for the three
months ended March 31, 2022, compared to the prior year period primarily due to
an increase in volume of all device sales. The percentage increase of subscriber
equipment costs exceeded the percentage increase in subscriber equipment revenue
primarily due to a change in the product and customer mix.

Research and Development

Research and development expenses decreased by $0.1 million, or 4%, for the three months ended March 31, 2022, compared to the prior year period based on consistent spending on device-related features for our network.

Selling, General and Administrative


Selling, general and administrative expenses that are not directly attributable
to the sale of services or products include sales and marketing costs, as well
as employee-related expenses (such as salaries, wages, and benefits), legal,
finance, information technology, facilities, billing and customer care expenses.

Selling, general and administrative expenses increased by $3.4 million, or 15%,
for the three months ended March 31, 2022, compared to the prior year period,
primarily due to higher management incentive and other equity compensation costs
incurred in the current year quarter as compared to the prior year quarter. The
increase was partially offset by lower stock appreciation rights expense in the
current year quarter resulting from changes in our stock valuation between the
respective reporting periods. We expect selling, general and administrative
expense to increase by approximately 20% in 2022 primarily related to stock
compensation costs.

Depreciation and Amortization


Depreciation and amortization expense remained relatively flat compared to the
prior year period. We anticipate depreciation and amortization expense to remain
relatively consistent from quarter to quarter based on our anticipated capital
expenditures.

Other Expense

Interest Expense, Net

Interest expense, net decreased $8.2 million, or 36%, for the three months ended
March 31, 2022, compared to the prior year period. The decrease resulted
primarily from a decrease in the interest rate for the Term Loan following the
July 2021 repricing.
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Income Taxes


For the three months ended March 31, 2022, our income tax expense was $1.8
million, compared to income tax benefit of $8.6 million for the prior year
period. The increase in income tax expense is primarily related to pre-tax book
income in 2022 compared to the prior year pre-tax book loss plus (i) a decreased
stock compensation tax benefit, (ii) tax expense from an increase in
nondeductible executive compensation, and (iii) tax expense resulting from
non-creditable foreign taxes due to a 2022 law change.

Net Income (Loss)


Net income was $2.8 million for the three months ended March 31, 2022, compared
to a net loss of $5.2 million for the prior year period. The change was
primarily a result of an $10.2 million increase in operating income and an $8.2
million decrease in interest expense, net, offset by the $10.4 million increase
in income tax expense as described above.

Liquidity and Capital Resources


In November 2019 and February 2020, we borrowed a total of $1,650.0 million in
aggregate principal amount with Deutsche Bank AG, or the Term Loan, with an
accompanying $100.0 million revolving loan available to us, or the Revolving
Facility. Both facilities are under a credit agreement with the lenders, or the
Credit Agreement. We have repriced all borrowings outstanding under our Term
Loan. As repriced, the Term Loan bears interest at an annual rate of LIBOR plus
2.50%, with a 0.75% LIBOR floor. All other terms of the Term Loan remain the
same as before the repricing, including maturity in November 2026. The interest
rate on the Revolving Facility remained unchanged at LIBOR plus 3.75% with no
LIBOR floor, and a maturity date in November 2024. See   Note 5   to our
condensed consolidated financial statements included in this report for further
discussion of the Term Loan and Revolving Facility.

As of March 31, 2022, we reported an aggregate balance of $1,617.0 million in
borrowings under the Term Loan, before $22.0 million of net deferred financing
costs, for a net principal balance of $1,595.0 million outstanding in our
condensed consolidated balance sheet. We have not drawn on our Revolving
Facility.

Our Term Loan contains no financial maintenance covenants. With respect to the
Revolving Facility, we are required to maintain a consolidated first lien net
leverage ratio of no greater than 6.25 to 1 if more than 35% of the Revolving
Facility has been drawn. The Credit Agreement contains other customary
representations and warranties, affirmative and negative covenants, and events
of default. We were in compliance with all covenants under the Credit Agreement
as of March 31, 2022.

The Credit Agreement restricts our ability to incur liens, engage in mergers or
asset sales, pay dividends, repay subordinated indebtedness, incur indebtedness,
make investments and loans, and engage in other transactions as specified in the
Credit Agreement. The Credit Agreement provides for specified exceptions,
including baskets measured as a percentage of trailing twelve months of earnings
before interest, taxes, depreciation and amortization, or EBITDA (as defined in
the Credit Agreement), and unlimited exceptions based on achievement and
maintenance of specified leverage ratios, for, among other things, incurring
indebtedness and liens and making investments, restricted payments for dividends
and share repurchases, and payments of subordinated indebtedness. The Credit
Agreement permits repayment, prepayment, and repricing transactions. The Credit
Agreement also contains a mandatory prepayment sweep mechanism with respect to a
portion of our excess cash flow (as defined in the Credit Agreement), which is
phased out based on achievement and maintenance of specified leverage ratios. As
of December 31, 2021, our leverage ratio was below the specified level, and we
were not required to make a mandatory prepayment with respect to 2021 cash
flows.

We have entered into an interest rate cap agreement, or the Cap, that began in
December 2021. The Cap manages our exposure to interest rate movements on a
portion of our Term Loan. The Cap provides the right to receive payment if
one-month LIBOR exceeds 1.5%. Under the Cap, we began to pay a fixed monthly
premium at an annual rate of 0.31%. The Cap carried a notional amount of
$1,000.0 million as of March 31, 2022. The Cap is designed to mirror the terms
of the Term Loan and to offset the cash flows being hedged. We designated the
Cap as a cash flow hedge of the variability of the LIBOR-based interest payments
on the Term Loan. The effective portion of the Cap's change in fair value will
be recorded in accumulated other comprehensive income (loss) and will be
reclassified into earnings during the period in which the hedged transaction
affects earnings. See   Note     6   to our condensed consolidated financial
statements included in this report for further discussion of our derivative
financial instruments.

As of March 31, 2022, we had entered into non-cancelable purchase obligations of
approximately $35.2 million for inventory purchases with Benchmark Electronics,
Inc., or Benchmark, our primary third-party vendor. Our purchase obligations,
all of which are due during 2022, increased by $3.2 million from December 31,
2021 due to increased demand and recovery from supply-chain constraints
experienced during 2021.

As of March 31, 2022, our total cash and cash equivalents balance was $232.0
million, down from $320.9 million as of December 31, 2021, principally as a
result of the $134.2 million in repurchases of our common stock in the first
quarter, offset by internally generated cash flows. We also had $100.0 million
of borrowing availability under our Revolving Facility. In addition to the
Revolving Facility, our principal sources of liquidity are internally generated
cash flows. Other than the purchase obligation noted above, our principal
liquidity requirements over the next twelve months are primarily (i) required
principal and
                                       22
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interest on the Term Loan, which we expect to be $16.5 million and, based on the
current interest rate, approximately $60.0 million, respectively, (ii) capital
expenditures of between $45.0 million and $80.0 million, depending on costs in
connection with the potential launch of ground spare satellites, and (iii)
working capital. In our discretion, we may also make share repurchases under the
share repurchase program described in   Note 8   to the financial statements
included in this report, although we have no obligation to do so.

We believe our liquidity sources will provide sufficient funds for us to meet our liquidity requirements for at least the next 12 months.

Our material long-term cash requirement is the repayment of the remaining principal amount under the Term Loan upon its maturity in 2026, which is expected to be $1,555.1 million. We expect to refinance this amount at or prior to maturity.


Cash Flows

The following table summarizes our cash flows:

                                                                  Three Months Ended March 31,
                                                                    2022                   2021              Change
                                                                                  (In thousands)
Cash provided by operating activities                        $         65,770          $  50,766          $  15,004
Cash used in investing activities                            $        (13,568)         $  (9,417)         $  (4,151)
Cash used in financing activities                            $       

(141,326) $ (63,264) $ (78,062)

Cash Flows Provided by Operating Activities


Net cash provided by operating activities for the three months ended March 31,
2022 increased $15.0 million from the prior year period. Net income (loss), as
adjusted for non-cash activities, improved by $22.0 million over the prior year,
primarily as a result of improved profitability. Improved profitability was
offset by changes in working capital of approximately $7.0 million. Cash flows
from working capital decreased primarily as a result of an increase in accounts
receivable due to increased sales across all revenue types. Cash flows from
working capital were offset by increased cash flows related to timing of
payments to vendors and recognition of deferred revenue.

Cash Flows Used in Investing Activities


Net cash used in investing activities for the three months ended March 31, 2022
increased by $4.2 million as compared to the prior year period due to increased
capital expenditures. We continue to expect our capital expenditures to average
approximately $40.0 million per year until 2029, exclusive of any costs we may
incur to launch our ground spares.

Cash Flows Used in Financing Activities


Net cash used in financing activities for the three months ended March 31, 2022
increased by $78.1 million compared to the prior year period primarily due to an
increase in cash used for the repurchases of our common stock in the first
quarter of 2022 as compared to the first quarter of 2021. See   Note 8   for
further information on our stock repurchase program.

Seasonality


Our results of operations have been subject to seasonal usage changes for
commercial customers, and our results will be affected by similar seasonality
going forward. March through October are typically the peak months for
commercial voice services revenue and related subscriber equipment sales. U.S.
government revenue and commercial IoT revenue have been less subject to seasonal
usage changes.

Critical Accounting Policies and Estimates


The discussion and analysis of our financial condition and results of operations
is based upon our condensed consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States, or U.S. GAAP. The preparation of these financial statements
requires the use of estimates and judgments that affect the reported amounts of
assets, liabilities, revenue and expenses, and related disclosure of contingent
assets and liabilities. On an ongoing basis, we evaluate our estimates,
including those related to revenue recognition, useful lives of property and
equipment, long-lived assets and other intangible assets, deferred financing
costs, income taxes, stock-based compensation, and other estimates. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ from
these estimates under different assumptions or conditions.
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There have been no changes to our critical accounting policies and estimates from those described in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on February 17, 2022.

Recent Accounting Pronouncements

Refer to Note 2 to our condensed consolidated financial statements for a full description of recent accounting pronouncements and recently adopted pronouncements.

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