Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Page
Iridium Communications Inc.:
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm
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Consolidated Balance Sheets
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Consolidated Statements of Operations and Comprehensive Loss
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Consolidated Statements of Changes in Stockholders’ Equity
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Consolidated Statements of Cash Flows
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Notes to Consolidated Financial Statements
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Report of Ernst & Young LLP, Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Iridium Communications Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Iridium Communications Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2020 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 11, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or in the account or disclosures to which it relates.
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Useful life of upgraded satellites
Description of the Matter At December 31, 2020, the Company had $2.5 billion in Property and Equipment related to its upgraded satellites. As discussed in Note 2 to the consolidated financial statements, the Company’s upgraded satellites are depreciated on a straight-line basis over their estimated useful life, which is currently estimated to be 12.5 years. The Company’s useful life estimate is based on judgments made by management using the manufacturer’s estimated design life for the assets, engineering data relating to the operation and performance of its satellite network, and the Company’s long-term strategy for use of the assets.
Auditing the Company's estimate of the useful life of the upgraded satellites involved a high degree of subjectivity due to the application of management’s judgment when evaluating the available information to determine the estimated useful life. The resulting estimated useful life has a significant effect on the timing of recognition of depreciation expense given the magnitude of the carrying amount of the upgraded satellites.
How We Addressed the Matter in Our Audit We tested the design and operating effectiveness of controls over the Company's processes to determine the estimated useful life of its upgraded satellites, including controls over management's evaluation of the available information to determine the estimated useful life.
To test the Company's estimated useful life of the upgraded satellites, our audit procedures included, among others, evaluating the application of available information to determine the estimated useful life of the upgraded satellites. For example, we compared management’s useful life estimate to the manufacturer’s estimated design life, publicly available information on the estimated useful life of similar assets, satellite operation and performance, and the life of its first-generation satellite constellation. Additionally, we evaluated the effect of changes, if any, in the Company’s long-term strategy for use of the assets on the useful life estimate.
/s/ Ernst & Young LLP
We have served as Company's auditor since 2001.
Tysons, Virginia
February 11, 2021
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Iridium Communications Inc.
Consolidated Balance Sheets
(In thousands, except per share data)
December 31, 2020 December 31, 2019
Assets
Current assets:
Cash and cash equivalents $ 237,178 $ 223,561
Marketable securities 7,548 —
Accounts receivable, net 61,151 68,697
Inventory 32,480 39,938
Prepaid expenses and other current assets 9,464 10,739
Total current assets 347,821 342,935
Property and equipment, net 2,917,076 3,180,799
Other assets 50,548 52,846
Intangible assets, net 45,504 46,977
Total assets $ 3,360,949 $ 3,623,557
Liabilities and stockholders' equity
Current liabilities:
Short-term secured debt $ 16,766 $ 10,875
Accounts payable 14,390 6,713
Accrued expenses and other current liabilities 49,258 49,293
Interest payable 246 7,790
Deferred revenue 32,412 39,080
Total current liabilities 113,072 113,751
Long-term secured debt, net 1,596,893 1,412,501
Long-term senior unsecured notes, net — 352,994
Deferred income tax liabilities, net 155,084 188,653
Deferred revenue, net of current portion 51,258 67,092
Other long-term liabilities 25,203 29,284
Total liabilities 1,941,510 2,164,275
Commitments and contingencies
Stockholders' equity:
Series A preferred stock, $0.0001 par value, 1,000 shares authorized and issued, zero outstanding — —
Series B preferred stock, $0.0001 par value, 500 shares authorized and issued, zero outstanding — —
Common stock, $0.001 par value, 300,000 shares authorized, 134,056 and 131,632
shares issued and outstanding at December 31, 2020 and 2019, respectively 134 132
Additional paid-in capital 1,160,570 1,134,048
Retained earnings 275,915 331,969
Accumulated other comprehensive loss, net of tax ( 17,180 ) ( 6,867 )
Total stockholders' equity 1,419,439 1,459,282
Total liabilities and stockholders' equity $ 3,360,949 $ 3,623,557
See notes to consolidated financial statements
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Iridium Communications Inc.
Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except per share amounts)
Year Ended December 31,
2020 2019 2018
Revenue:
Services $ 463,095 $ 447,158 $ 406,757
Subscriber equipment 86,119 82,856 97,848
Engineering and support services 34,225 30,430 18,403
Total revenue 583,439 560,444 523,008
Operating expenses:
Cost of services (exclusive of depreciation and amortization) 91,097 94,958 86,016
Cost of subscriber equipment 51,596 50,186 56,857
Research and development 12,037 14,310 22,429
Selling, general and administrative 90,052 93,165 97,846
Depreciation and amortization 303,174 297,705 218,207
Total operating expenses 547,956 550,324 481,355
Operating income 35,483 10,120 41,653
Other income (expense):
Interest expense, net ( 94,271 ) ( 115,396 ) ( 55,149 )
Loss on extinguishment of debt ( 30,209 ) ( 111,710 ) ( 7,292 )
Other income (expense), net 33 ( 1,133 ) 139
Total other expense ( 124,447 ) ( 228,239 ) ( 62,302 )
Loss before income taxes ( 88,964 ) ( 218,119 ) ( 20,649 )
Income tax benefit 32,910 56,120 7,265
Net loss ( 56,054 ) ( 161,999 ) ( 13,384 )
Series A preferred stock dividends, declared and paid excluding
cumulative dividends — — 1,750
Series B preferred stock dividends, declared and paid excluding
cumulative dividends — 4,194 2,109
Series B preferred stock dividends, undeclared — — 6,290
Net loss attributable to common stockholders $ ( 56,054 ) $ ( 166,193 ) $ ( 23,533 )
Weighted average shares outstanding - basic and diluted 133,491 125,167 108,975
Net loss attributable to common stockholders per share - basic and diluted $ ( 0.42 ) $ ( 1.33 ) $ ( 0.22 )
Comprehensive loss:
Net loss $ ( 56,054 ) $ ( 161,999 ) $ ( 13,384 )
Foreign currency translation adjustments, net of tax ( 3,272 ) 2,051 ( 5,017 )
Unrealized loss on cash flow hedges, net of tax (see Note 8 )
( 7,036 ) ( 121 ) —
Unrealized gain (loss) on marketable securities, net of tax ( 5 ) — 16
Comprehensive loss $ ( 66,367 ) $ ( 160,069 ) $ ( 18,385 )
See notes to consolidated financial statements
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Iridium Communications Inc.
Consolidated Statements of Changes in Stockholders’ Equity
(In thousands)
Series A
Convertible Series B
Convertible Additional Paid-In Capital Accumulated
Other Comprehensive Income (Loss) Retained
Earnings Total Stockholders' Equity
Preferred Stock Preferred Stock Common Stock
Shares Amount Shares Amount Shares Amount
Balance at December 31, 2017 1,000 — 500 — 98,203 98 1,081,373 ( 3,796 ) 518,794 1,596,469
Stock-based compensation — — — — — — 16,727 — — 16,727
Stock options exercised and awards vested — — — — 3,443 4 12,441 — — 12,445
Stock withheld to cover employee taxes — — — — ( 148 ) ( 1 ) ( 1,980 ) — — ( 1,981 )
Net loss — — — — — — — — ( 13,384 ) ( 13,384 )
Dividends on Series A preferred stock — — — — — — — — ( 7,000 ) ( 7,000 )
Dividends on Series B preferred stock — — — — — — — — ( 8,427 ) ( 8,427 )
Cumulative translation adjustments, net of tax — — — — — — — ( 5,017 ) — ( 5,017 )
Changes from adoption of ASC 606, net of tax — — — — — — — — 11,729 11,729
Unrealized gain on marketable securities, net of tax — — — — — — — 16 — 16
Preferred stock converted to common ( 1,000 ) — ( 3 ) — 10,702 11 ( 11 ) — — —
Balance at December 31, 2018 — — 497 — 112,200 112 1,108,550 ( 8,797 ) 501,712 1,601,577
Stock-based compensation — — — — — — 16,641 — — 16,641
Stock issued in connection with employee stock plan — — — — 3,003 3 13,468 — — 13,471
Stock withheld to cover employee taxes — — — — ( 199 ) — ( 4,594 ) — — ( 4,594 )
Net loss — — — — — — — — ( 161,999 ) ( 161,999 )
Dividends on Series B Preferred Stock — — — — — — — — ( 7,744 ) ( 7,744 )
Cumulative translation adjustments, net of tax — — — — — — — 2,051 — 2,051
Unrealized loss on cash flow hedges, net of tax — — — — — — — ( 121 ) — ( 121 )
Preferred stock converted to common — — ( 497 ) — 16,628 17 ( 17 ) — — —
Balance at December 31, 2019 — — — — 131,632 132 1,134,048 ( 6,867 ) 331,969 1,459,282
Stock-based compensation — — — — — — 18,322 — 18,322
Stock issued in connection with employee stock plan — — — — 2,588 2 12,713 — 12,715
Stock withheld to cover employee taxes — — — — ( 164 ) — ( 4,513 ) — ( 4,513 )
Net loss — — — — — — — — ( 56,054 ) ( 56,054 )
Cumulative translation adjustments, net of tax — — — — — — — ( 3,272 ) — ( 3,272 )
Unrealized loss on marketable securities, net of tax — — — — — — — ( 5 ) — ( 5 )
Unrealized loss on cash flow hedges, net of tax — — — — — — — ( 7,036 ) — ( 7,036 )
Balance at December 31, 2020 — $ — — $ — 134,056 $ 134 $ 1,160,570 $ ( 17,180 ) $ 275,915 $ 1,419,439
See notes to consolidated financial statements
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Iridium Communications Inc.
Consolidated Statements of Cash Flows
(In thousands)
Year Ended December 31,
2020 2019 2018
Cash flows from operating activities:
Net loss $ ( 56,054 ) $ ( 161,999 ) $ ( 13,384 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Deferred income taxes ( 33,684 ) ( 53,897 ) ( 8,334 )
Depreciation and amortization 303,174 297,705 218,207
Loss on extinguishment of debt and Thales Alenia Space bills of exchange 30,209 111,710 7,292
Stock-based compensation (net of amounts capitalized) 16,714 15,138 14,490
Amortization of deferred financing fees 3,658 18,904 10,145
All other items, net 1,124 952 174
Changes in operating assets and liabilities:
Accounts receivable 6,380 2,509 ( 12,783 )
Inventory 7,234 ( 12,951 ) ( 7,579 )
Prepaid expenses and other current assets 1,119 7,973 5,705
Other assets 3,241 3,097 ( 1,417 )
Accounts payable 7,410 ( 4,300 ) ( 732 )
Accrued expenses and other current liabilities ( 8,590 ) ( 4,174 ) 17,560
Interest payable ( 7,072 ) ( 12,919 ) 20,237
Deferred revenue ( 21,692 ) ( 6,435 ) 13,530
Other long-term liabilities ( 3,404 ) ( 3,170 ) 598
Net cash provided by operating activities 249,767 198,143 263,709
Cash flows from investing activities:
Capital expenditures ( 38,689 ) ( 117,819 ) ( 391,390 )
Purchases of other investments ( 152 ) ( 10,000 ) —
Purchases of marketable securities ( 7,629 ) — ( 235,528 )
Sales and maturities of marketable securities — — 248,006
Net cash used in investing activities ( 46,470 ) ( 127,819 ) ( 378,912 )
Cash flows from financing activities:
Repayments on the Credit Facility, including extinguishment costs — ( 1,734,965 ) ( 80,359 )
Borrowings under the Term Loan 202,000 1,450,000 —
Payments on the Term Loan ( 12,375 ) — —
Borrowings under the senior unsecured notes — — 360,000
Repayments on the senior unsecured notes, including extinguishment costs ( 383,451 ) — —
Repayment of the Thales Alenia Space bills of exchange — — ( 59,936 )
Payment of deferred financing fees ( 2,562 ) ( 28,803 ) ( 21,239 )
Proceeds from exercise of stock options 12,715 13,471 12,445
Tax payment upon settlement of stock awards ( 4,513 ) ( 4,596 ) ( 1,981 )
Payment of Series A preferred stock dividends — — ( 7,000 )
Payment of Series B preferred stock dividends — ( 8,387 ) ( 8,427 )
Net cash (used in) provided by financing activities ( 188,186 ) ( 313,280 ) 193,503
Effect of exchange rate changes on cash and cash equivalents ( 1,494 ) 1,230 ( 1,270 )
Net increase (decrease) in cash and cash equivalents and restricted cash 13,617 ( 241,726 ) 77,030
Cash, cash equivalents and restricted cash, beginning of period 223,561 465,287 388,257
Cash, cash equivalents and restricted cash, end of period $ 237,178 $ 223,561 $ 465,287
See notes to consolidated financial statements
Iridium Communications Inc.
Consolidated Statements of Cash Flows, continued
(In thousands)
Year Ended December 31,
2020 2019 2018
Supplemental cash flow information:
Interest paid, net of amounts capitalized $ 98,714 $ 119,464 $ 35,690
Income taxes paid (refund received), net $ ( 661 ) $ ( 606 ) $ 931
Supplemental disclosure of non-cash investing and financing activities:
Property and equipment received but not paid for yet $ 3,721 $ 3,975 $ 11,900
Interest capitalized but not paid $ — $ — $ 9,194
Capitalized amortization of deferred financing fees $ 115 $ 2,416 $ 16,306
Capitalized stock-based compensation $ 1,608 $ 1,503 $ 2,237
Credit Facility repayment in exchange for the settlement of hosting $ — $ — $ 35,000
Cost basis investment in exchange for the settlement of accounts receivable $ — $ — $ 3,300
Unrealized loss on cash flow hedge, net of tax $ ( 7,036 ) $ ( 118 ) $ —
See notes to consolidated financial statements
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Iridium Communications Inc.
Notes to Consolidated Financial Statements
December 31, 2020
1. Organization and Business
Iridium Communications Inc. (the “Company”), a Delaware corporation, offers voice and data communications services and products to businesses, U.S. and international government agencies and other customers on a global basis. The Company is a provider of mobile voice and data communications services via a constellation of low earth orbiting satellites. The Company holds various licenses and authorizations from the U.S. Federal Communications Commission (the “FCC”) and from foreign regulatory bodies that permit the Company to conduct its business, including the operation of its satellite constellation.
The Company’s operations are conducted through, and its operating assets are owned by, its principal operating subsidiary, Iridium Satellite LLC, Iridium Satellite’s immediate parent, Iridium Holdings LLC, and their subsidiaries. As a result, there are no material differences between the information presented in these consolidated financial statements of the Company and the financial information of Iridium Holdings, Iridium Satellite and their subsidiaries, on a consolidated basis, other than as a result of (i) tax provision as result of Iridium Holdings, Iridium Satellite and their subsidiaries being classified as flow-through entities for U.S. federal income tax purposes and (ii) senior unsecured notes (fully repaid February 15, 2020, see Note 7 ), related interest expense and loss on extinguishment of debt.
2. Significant Accounting Policies and Basis of Presentation
Principles of Consolidation and Basis of Presentation
The Company has prepared the consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of (i) the Company, (ii) its wholly owned subsidiaries, and (iii) all less than wholly owned subsidiaries that the Company controls. All material intercompany transactions and balances have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to revenue recognition, the useful lives and recoverability of long-lived and intangible assets, income taxes, stock-based compensation, estimating the Company's incremental borrowing rate for its leases, and contingencies, among others. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that it believes are reasonable, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenues and expenses. Actual results could differ materially from those estimates.
Adopted Accounting Pronouncements
Effective January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This guidance introduces a revised approach to the recognition and measurement of credit losses, emphasizing an updated model based on expected losses rather than incurred losses. Adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements and related disclosures and no cumulative adjustment was recorded.
Recent Accounting Developments Not Yet Adopted
In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). This guidance amends certain aspects of the accounting for income taxes. The Company intends to apply the new guidance effective January 1, 2021, as required. The impact of the adoption of ASU 2019-12 on the Company's consolidated financial statements and related disclosures is not expected to be material.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). This guidance provides optional expedients and exceptions
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for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference London Inter-bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company will continue to evaluate ASU 2020-04 and consider the possible adoption of expedients as well as the impacts they may have on its consolidated financial statements and related disclosures.
Fair Value Measurements
The Company evaluates assets and liabilities subject to fair value measurements on a recurring and non-recurring basis to determine the appropriate level to classify them for each reporting period. This determination requires significant judgments to be made by management of the Company. Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value.
The fair value hierarchy consists of the following tiers:
• Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities;
• Level 2, defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The fair value estimates are based upon certain market assumptions and information available to the Company. The carrying values of the following financial instruments approximated their fair values as of December 31, 2020 and 2019: cash and cash equivalents, prepaid expenses and other current assets, accounts receivable, accounts payable, and accrued expenses and other current liabilities. Fair values approximate their carrying values because of their short-term nature. The Level 2 cash equivalents include money market funds, commercial paper and short-term U.S. agency securities. The Company also classifies its derivative financial instruments as Level 2.
Leases
For new leases, the Company will determine if an arrangement is or contains a lease at inception. Leases are included as right-of-use (“ROU”) assets within other assets and ROU liabilities within accrued expenses and other liabilities and within other long-term liabilities on the Company’s condensed consolidated balance sheets.
ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Certain leases contain variable contractual obligations as a result of future base rate escalations which are estimated based on observed trends and included within the measurement of present value. The Company’s leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. For certain leases, such as teleport network (“TPN”) facilities, the Company elected the practical expedient to combine lease and non-lease components as a single lease component. Taxes assessed on leases in which the Company is either a lessor or lessee are excluded from contract consideration and variable payments when measuring new lease contracts or remeasuring existing lease contracts.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and receivables. The majority of cash is invested into a money market fund with U.S. treasuries, Agency Mortgage Backed Securities and/or U.S. government guaranteed debt. While the Company maintains its cash and cash equivalents with financial institutions with high credit ratings, it often maintains those deposits in federally insured financial institutions in excess of federally insured limits. The Company performs credit evaluations of its customers’ financial condition and records reserves to provide for estimated credit losses. Accounts receivable are due from both domestic and international customers.
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Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of ninety days or less to be cash equivalents. These investments, along with cash deposited in institutional money market funds, regular interest bearing depository accounts and non-interest bearing depository accounts, are classified as cash and cash equivalents on the accompanying consolidated balance sheets.
Marketable Securities
Marketable securities consist of fixed-income debt securities with an original maturity in excess of ninety days. These investments are classified as available-for-sale and are carried at fair value. Unrealized gains and losses, net of taxes, are reported as a component of other comprehensive income or loss. The specific identification method is used to determine the cost basis of the marketable securities sold. There were no realized gains or losses on the sale of marketable securities for the years ended December 31, 2020 and 2019. The Company regularly monitors and evaluates the fair value of its investments to identify other-than-temporary declines in value. The Company determined that any decline in fair value of these investments is temporary as the Company does not intend to sell these securities and it is not likely that the Company will be required to sell the securities before the recovery of their amortized cost basis.
Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and are subject to late fee penalties. Management develops its estimate of an allowance for uncollectible receivables based on the Company’s experience with specific customers, aging of outstanding invoices, its understanding of customers’ current economic circumstances and its own judgment as to the likelihood that the Company will ultimately receive payment. The Company writes off its accounts receivable when balances ultimately are deemed uncollectible. The allowance for doubtful accounts was not material as of December 31, 2020 and 2019.
Foreign Currencies
Generally, the functional currency of the Company’s foreign consolidated subsidiaries is the local currency. Assets and liabilities of its foreign subsidiaries are translated to U.S. dollars based on exchange rates at the end of the reporting period. Income and expense items are translated at the weighted-average exchange rates prevailing during the reporting period. Translation adjustments are accumulated in a separate component of stockholders’ equity. Transaction gains or losses are classified as other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss. In instances where the financial statements of a foreign entity in a highly inflationary economy are material, they are remeasured as if the functional currency were the reporting currency. In these instances, the financial statements of those entities are remeasured into the reporting currency. A highly inflationary economy is one that has cumulative inflation of approximately 100 % or more over a three-year period.
Deferred Financing Costs
Direct and incremental costs incurred in connection with securing debt financing are deferred and are amortized as additional interest expense using the effective interest method over the term of the related debt.
Capitalized Interest
During the development and construction periods of a project, including the financing of the Company's upgraded satellite constellation, the Company capitalizes interest. Capitalization ceases when the asset is ready for its intended use or when these activities are substantially suspended. If some portions of a project are substantially complete and ready for use and other portions have not yet reached that stage, the Company ceases capitalizing costs on the completed portion of the project but continues to capitalize for the incomplete portion of the project.
Inventory
Inventory consists primarily of finished goods, although the Company at times also maintains an inventory of raw materials from third-party manufacturers. The Company outsources manufacturing of subscriber equipment to a third-party manufacturer and purchases accessories from third-party suppliers. The Company’s cost of inventory includes an allocation of overhead, including payroll and payroll-related costs of employees directly involved in bringing inventory to its existing condition, and freight. Inventories are valued using the average cost method and are carried at the lower of cost or net realizable value. The expense for excess and obsolete inventory was not material as of December 31, 2020, 2019 and 2018.
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The Company has a manufacturing agreement with Benchmark Electronics Inc. (“Benchmark”) to manufacture most of its subscriber equipment. Pursuant to the agreement, the Company may be required to purchase excess materials at cost plus a contractual markup if the materials are not used in production within the periods specified in the agreement. Benchmark will then repurchase such materials from the Company at the same price paid by the Company, as required for the production of the subscriber equipment.
Stock-Based Compensation
The Company accounts for stock-based compensation at fair value. The fair value of stock options is determined at the grant date using the Black-Scholes-Merton option pricing model. The fair value of restricted stock units (“RSUs”) is equal to the closing price of the underlying common stock on the grant date. The fair value of an award that is ultimately expected to vest is recognized on a straight-line basis over the requisite service or performance period and is classified in the consolidated statements of operations and comprehensive income in a manner consistent with the classification of the recipient’s compensation. The expected vesting of the Company’s performance-based RSUs is based upon the probability that the Company achieves the defined performance goals. The level of achievement of performance goals, if any, is determined by the Compensation Committee. Stock-based awards to non-employee consultants are expensed at their grant-date fair value as services are provided according to the terms of their agreements and are classified in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income. Classification of stock-based compensation by line item on the balance sheet and statement of operations is presented below:
Year Ended December 31,
2020 2019
(In thousands)
Property and equipment, net $ 1,319 $ 1,187
Inventory 261 237
Prepaid and other current assets 28 79
Cost of subscriber equipment 29 23
Cost of services (exclusive of depreciation and amortization) 5,037 4,326
Research and development 305 243
Selling, general and administrative 11,343 10,546
Total stock-based compensation $ 18,322 $ 16,641
Property and Equipment
Property and equipment is carried at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the following estimated useful lives:
Satellites 12.5 years
Ground system 5-7 years
Equipment 3-5 years
Internally developed software and purchased software 3-7 years
Building 39 years
Building improvements 5-39 years
Leasehold improvements shorter of useful life or remaining lease term
The Company calculates depreciation expense using the straight-line method and evaluates the appropriateness of the useful life used in this calculation on a quarterly basis or as events occur that require additional assessment.
Repairs and maintenance costs are expensed as incurred.
Derivative Financial Instruments
The Company uses an interest rate swap agreement to manage its exposures to fluctuating interest rate risk on variable rate debt. Derivatives are measured at fair value and are recorded on the balance sheet within other assets and other long-term liabilities. The Company’s derivatives are designated as cash flow hedges, with the effective portion of the changes in fair value of the
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derivatives recorded in accumulated other comprehensive loss within the Company’s consolidated balance sheets and subsequently recognized in earnings when the hedged items impact earnings. Any ineffective portion of cash flow hedges would be recorded in current earnings. Within the consolidated statement of operations and comprehensive income, the gains and losses related to cash flow hedges are recognized within interest income (expense), net, as this is the same financial statement line item used for any gains or losses associated with the hedged items. Cash flows from hedging activities are included as operating activities within the Company’s consolidated statements of cash flows, which is the same category as the items being hedged. See Note 8 for further information.
Long-Lived Assets
The Company assesses its long-lived assets for impairment when indicators of impairment exist. Recoverability of assets is measured by comparing the carrying amounts of the assets to the future undiscounted cash flows expected to be generated by the assets. Any impairment loss would be measured as the excess of the assets’ carrying amount over their fair value.
Intangible Assets
The Company’s intangible assets with finite lives are amortized over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any indicators were present, the Company would test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), the Company would perform the next step, which is to determine the fair value of the asset and record an impairment loss, if any. The Company evaluates the useful lives for these intangible assets each reporting period to determine whether events and circumstances warrant a revision in their remaining useful lives.
Amortization is calculated using the straight-line method over the following estimated useful lives:
Intellectual property 20 years
Assembled workforce 7 years
Patents 14 - 20 years
Revenue Recognition
The Company derives its revenue primarily as a wholesaler of satellite communications products and services. The primary types of revenue include (i) service revenue (access and usage-based airtime fees), (ii) subscriber equipment revenue, and (iii) revenue generated by providing engineering and support services to commercial and government customers. In addition to the discussion immediately below, see Note 12 for further discussion of the Company's revenue recognition.
Wholesaler of satellite communications products and services
Pursuant to wholesale agreements, the Company sells its products and services to service providers who, in turn, sell the products and services to other distributors or directly to the end users. The Company recognizes revenue when an arrangement exists, services or equipment are transferred, the transaction price is determined, the arrangement has commercial substance, and collection of consideration is probable.
Contracts with multiple performance obligations
At times, the Company sells services and equipment through arrangements that bundle equipment, airtime and other services. For these revenue arrangements when the Company sells services and equipment in bundled arrangements and determines that it has separate distinct performance obligations, the Company allocates the bundled contract price among the various performance obligations based on each deliverable’s stand-alone selling price. If the stand-alone selling price is not directly observable, the Company estimates the amount to be allocated for each performance obligation based on observable market transactions or the residual approach. When the Company determines the performance obligations are not distinct, the Company recognizes revenue on a combined basis as the last obligation is satisfied. To the extent the Company's contracts include variable consideration, the transaction price includes both fixed and variable consideration. The variable consideration contained within the Company's contracts with customers may include discounts, credits and other similar items. When a contract includes variable consideration, the Company evaluates the estimate of the variable consideration to determine whether the estimate needs to be constrained; therefore, the Company includes the variable consideration in the transaction price only to
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the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration estimates are updated at the end of each quarter.
Service revenue sold on a stand-alone basis
Service revenue is generated from the Company’s service providers through usage of its satellite system and through fixed monthly access fees per user charged to service providers. Revenue for usage is recognized when usage occurs. Revenue for fixed-per-user access fees is recognized over the usage period in which the services are provided to the end user. The Company sells prepaid services in the form of e-vouchers and prepaid cards. A liability is established equal to the cash paid upon purchase for the e-voucher or prepaid card. Beginning January 1, 2018, upon the adoption of ASU 2014-09, the Company recognizes revenue from (i) the prepaid services upon the use of the e-voucher or prepaid card by the customer and (ii) the estimated pattern of use. The Company does not offer refunds for unused prepaid services.
Services sold to the U.S. government
The Company provides airtime and airtime support to U.S. government and other authorized customers pursuant to the Enhanced Mobile Satellite Services (“EMSS”) contract managed by the U.S. Space Force. Under the terms of this agreement, authorized customers continue to utilize airtime services, provided through the U.S. government’s dedicated gateway. These services include unlimited global standard and secure voice, low and high-speed data, paging, broadcast and Distributed Tactical Communications Services (“DTCS”) services for an unlimited number of Department of Defense (“DoD”) and other federal subscribers. Under this contract, revenue is based on the annual fee for the fixed-price contract with unlimited subscribers, and is recognized on a straight-line basis over each contractual year. The U.S. government purchases its subscriber equipment from third-party distributors and not directly from the Company.
Subscriber equipment sold on a stand-alone basis
The Company recognizes subscriber equipment sales and the related costs when title to the equipment (and the risks and rewards of ownership) passes to the customer, typically upon shipment. Customers do not have rights of return without prior consent from the Company.
Government engineering and support services
The Company provides maintenance services to the U.S. government’s dedicated gateway. This revenue is recognized ratably over the periods in which the services are provided; the related costs are expensed as incurred.
Other government and commercial engineering and support services
The Company also provides engineering services to assist customers in developing new technologies for use on the Company’s satellite system. The revenue associated with fixed-fee contracts is recognized over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying its performance obligation. The Company does not include purchases of goods from a third party in its evaluation of costs incurred. Incurred costs represent work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Revenue on cost-plus-fixed-fee contracts is recognized to the extent of estimated costs incurred plus the applicable fees earned. The Company considers fixed fees under cost-plus-fixed-fee contracts to be earned in proportion to the allowable costs incurred in performance of the contract.
Research and Development
Research and development costs are charged to expense in the period in which they are incurred.
Advertising Costs
Costs associated with advertising and promotions are expensed as incurred. Advertising expenses were $ 1.2 million, $ 0.9 million and $ 0.4 million for the years ended December 31, 2020, 2019 and 2018, respectively.
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Income Taxes
The Company accounts for income taxes using the asset and liability approach, which requires the recognition of tax benefits or expenses for temporary differences between the financial reporting and tax bases of assets and liabilities. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company also recognizes a tax benefit from uncertain tax positions only if it is “more likely than not” that the position is sustainable based on its technical merits. The Company’s policy is to recognize interest and penalties on uncertain tax positions as a component of income tax expense.
Net Loss Per Share
The Company calculates basic net loss per share by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share takes into account the effect of potentially dilutive common shares when the effect is dilutive. The effect of potentially dilutive common shares, including common stock issuable upon exercise of outstanding stock options, is computed using the treasury stock method. The effect of potentially dilutive common shares from the conversion of outstanding convertible preferred securities was computed using the as-if converted method at the stated conversion rate. The Company’s unvested RSUs awarded to the board of directors contain non-forfeitable rights to dividends and therefore are considered to be participating securities in periods of net income. The calculation of basic and diluted net loss per share excludes net income attributable to these unvested RSUs from the numerator and excludes the impact of these unvested RSUs from the denominator.
3. Cash and Cash Equivalents and Marketable Securities
Cash and Cash Equivalents
The following table summarizes the Company’s cash and cash equivalents:
December 31, Recurring Fair
Value Measurement
2020 2019
(In thousands)
Cash and cash equivalents:
Cash $ 27,168 $ 13,943
Money market funds 208,005 209,618 Level 2
Fixed income debt securities 2,005 — Level 2
Total cash and cash equivalents $ 237,178 $ 223,561
Marketable Securities
As of December 31, 2020, the Company's marketable securities consisted of only fixed-income securities. The amortized cost of these securities amounted to $ 7.6 million and the estimated fair value amounted to $ 7.5 million as of December 31, 2020. The gross unrealized gains and gross unrealized losses on these marketable securities were not material as of December 31, 2020. All marketable securities are measured as Level 2 investments.
The following table presents the contractual maturities of the Company's fixed income debt securities, as of December 31, 2020:
December 31, 2020
Amortized Cost Fair Value
(In thousands)
Mature within one year $ 5,530 $ 5,525
Mature after one year and within three years 2,024 2,023
Total $ 7,554 $ 7,548
As of December 31, 2019, the Company did not hold any investment positions in marketable securities.
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4. Property and Equipment
Property and equipment consisted of the following:
December 31,
2020 2019
(In thousands)
Satellite system $ 3,197,460 $ 3,197,460
Ground system 64,581 66,789
Equipment 44,871 45,406
Internally developed software and purchased software 251,320 241,793
Building and leasehold improvements 29,924 31,050
Total depreciable property and equipment
3,588,156 3,582,498
Less: accumulated depreciation ( 959,606 ) ( 682,130 )
Total depreciable property and equipment, net of accumulated depreciation
2,628,550 2,900,368
Land 8,037 8,037
Construction-in-process:
Ground spares 225,254 225,254
Other construction-in-process 55,235 47,140
Total property and equipment, net of accumulated depreciation
$ 2,917,076 $ 3,180,799
Other construction-in-process consisted of the following:
December 31,
2020 2019
(In thousands)
Internally developed software $ 44,444 $ 38,064
Equipment 10,388 8,983
Ground system 403 93
Total other construction-in-process $ 55,235 $ 47,140
Depreciation expense was $ 301.7 million, $ 296.1 million and $ 216.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. The increase in depreciation from 2018 to 2019 was primarily due to the increased number of upgraded satellites in service as the Company completed the replacement of its first-generation satellites in the first quarter of 2019.
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5. Intangible Assets
The Company had identifiable intangible assets as follows:
December 31, 2020
Useful
Life Gross
Carrying Value Accumulated
Amortization Net
Carrying Value
(In thousands)
Indefinite life intangible assets:
Trade names Indefinite $ 21,195 $ — $ 21,195
Spectrum and licenses Indefinite 14,030 — 14,030
Total 35,225 — 35,225
Definite life intangible assets:
Intellectual property 20 years 16,439 ( 8,927 ) 7,512
Assembled workforce 7 years 5,678 ( 3,244 ) 2,434
Patents 14 - 20 years 396 ( 63 ) 333
Total 22,513 ( 12,234 ) 10,279
Total intangible assets $ 57,738 $ ( 12,234 ) $ 45,504
December 31, 2019
Useful
Life Gross
Carrying Value Accumulated
Amortization Net
Carrying Value
(In thousands)
Indefinite life intangible assets:
Trade names Indefinite $ 21,195 $ — $ 21,195
Spectrum and licenses Indefinite 14,030 — 14,030
Total 35,225 — 35,225
Definite life intangible assets:
Intellectual property 20 years 16,439 ( 8,217 ) 8,222
Assembled workforce 7 years 5,678 ( 2,433 ) 3,245
Patents 14 - 20 years 324 ( 39 ) 285
Total 22,441 ( 10,689 ) 11,752
Total intangible assets $ 57,666 $ ( 10,689 ) $ 46,977
Amortization expense was $ 1.5 million, $ 1.6 million, and $ 1.6 million for the years ended December 31, 2020, 2019 and 2018, respectively.
Future amortization expense with respect to intangible assets existing at December 31, 2020, by year and in the aggregate, was as follows:
Year ending December 31, Amount
(In thousands)
2021 $ 1,548
2022 1,548
2023 1,548
2024 737
2025 737
Thereafter 4,161
Total estimated future amortization expense $ 10,279
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6. Leases
The Company has operating leases for land, office space, satellite network operations center (“SNOC”) facilities, system gateway facilities, a warehouse and a distribution center. The Company also has operations and maintenance (“O&M”) agreements that include leases associated with two TPN facilities. Some of the Company's leases include options to extend the leases for up to 10 years and some include options to terminate the lease within 1 year. The Company does not include term extension options as part of its present value calculation of lease liabilities unless it is reasonably certain to exercise those options. As of December 31, 2020, the Company’s weighted-average remaining lease term relating to its operating leases was 6.7 years, and the weighted-average discount rate used to calculate the operating lease liability payment was 6.7 %.
The table below summarizes the Company’s lease-related assets and liabilities:
Leases Classification December 31, 2020 December 31, 2019
(in thousands)
Operating lease assets
Noncurrent Other assets $ 23,974 $ 27,007
Total lease assets $ 23,974 $ 27,007
Operating lease liabilities
Current Accrued expenses and other current liabilities $ 3,838 $ 3,397
Noncurrent Other long-term liabilities 23,258 26,859
Total lease liabilities $ 27,096 $ 30,256
During the years ended December 31, 2020, 2019 and 2018, the Company incurred lease expense of $ 5.6 million, $ 5.1 million and $ 5.1 million, respectively. A portion of rent expense during these comparable periods was derived from leases that were not included within the ROU asset and liability balances shown above as they had terms shorter than twelve months and were therefore excluded from balance sheet recognition under ASU 2016-02.
Future payment obligations with respect to the Company's operating leases in which it was the lessee at December 31, 2020, by year and in the aggregate, were as follows:
Year Ending December 31, Amount
(in thousands)
2021 $ 5,700
2022 5,145
2023 4,974
2024 4,970
2025 5,088
Thereafter 8,209
Total lease payments $ 34,086
Lessor Arrangements
Operating leases in which the Company is a lessor consist primarily of hosting agreements with Aireon LLC (see Note 1 4 ) and L3Harris Technologies, Inc. (“L3Harris”) for space on the Company’s upgraded satellites. These agreements provide for a fee that will be recognized over the life of the satellites, currently expected to be approximately 12.5 years. Lease income related to these agreements was $ 21.4 million, $ 21.6 million and $ 17.1 million for the years ended December 31, 2020, 2019 and 2018, respectively. Lease income is recorded as hosted payload and other data service revenue within service revenue on the Company’s condensed consolidated statements of operations and comprehensive loss.
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Both Aireon and L3Harris have made payments for their hosting agreements and will continue to do so. Future income with respect to the Company's operating leases in which it was the lessor at December 31, 2020, by year and in the aggregate, is as follows:
Year Ending December 31, Amount
(in thousands)
2021 $ 21,445
2022 21,445
2023 21,445
2024 21,445
2025 21,445
Thereafter 98,907
Total lease income $ 206,132
7. Debt
Term Loan and Revolving Facility
On November 4, 2019, pursuant to a loan agreement (as amended to date, the “Credit Agreement”) the Company entered into a $ 1,450.0 million term loan with Deutsche Bank AG (the “Term Loan”) and an accompanying $ 100.0 million revolving loan (the “Revolving Facility”). The Company used the proceeds of the Term Loan, along with its debt service reserve account and cash on hand, to prepay all of the indebtedness outstanding under its $1.8 billion loan facility with Bpifrance Assurance Export S.A.A., as well as related expenses. The Term Loan was issued at a price equal to 99.5 % of its face value and initially bore interest at an annual rate of LIBOR plus 3.75 %, with a 1.0 % LIBOR floor, with a maturity date in November 2026. Subsequent to December 31, 2020, the Company repriced the Term Loan to reduce the interest rate (see Note 18 for more information). Interest on the Term Loan is paid monthly on the last business day of the month. Principal payments, which are payable quarterly and began on June 30, 2020, equal $16.5 million per annum (one percent of the full amount of the loan following the additional $200.0 million drawn on February 7, 2020, as noted below), with the remaining principal due upon maturity. Borrowings under the Revolving Facility, if any, bear interest at LIBOR plus 3.75 % without a LIBOR floor, if and as drawn, with no original issue discount, a commitment fee of 0.5 % per year on the undrawn amount, and a maturity date in November 2024.
On February 7, 2020, the Company closed on an additional $ 200.0 million under its Term Loan. On February 13, 2020, the Company used these proceeds, together with cash on hand, to prepay and retire all of the indebtedness outstanding under the senior unsecured notes (the “Notes”), including premiums for early prepayment. The additional amount is fungible with the original $ 1,450.0 million, having the same maturity date, interest rate and other terms, but was issued at a 1.0 % premium to face value. To prepay the Notes, the Company paid a call price equal to the present value at the redemption rate of (i) 105.125 % of the $ 360.0 million principal amount of the Notes plus (ii) all interest due through the first call date in April 2020, representing a total call premium of $ 23.5 million, plus all accrued and unpaid interest to the redemption date.
As of December 31, 2020 and 2019, the Company reported an aggregate of $ 1,637.6 million and $ 1,450.0 million in borrowings under the Term Loan, respectively. These amounts are before $ 24.0 million and $ 26.6 million of net unamortized deferred financing costs as of December 31, 2020 and 2019, respectively. The net principal balance in borrowings in the accompanying consolidated balance sheets as of December 31, 2020 and 2019 amounted to $ 1,613.6 million and $ 1,423.4 million, respectively. As of December 31, 2020 and 2019, based upon over-the-counter bid levels (Level 2 - market approach), the fair value of the borrowings under the Term Loan due in 2026 was $ 1,647.9 million and $ 1,468.1 million, respectively. The Company had not borrowed under the Revolving Facility as of December 31, 2020.
The Credit Agreement restricts the Company’s 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, and also contains a mandatory prepayment sweep mechanism with respect to a portion of the Company’s excess cash flow (as defined in the Credit Agreement). The Credit Agreement provides for specified exceptions, baskets measured as a percentage of trailing twelve months of earnings before interest, taxes, depreciation and amortization (“EBITDA”), and unlimited exceptions in the case of incurring indebtedness and liens and making investments, dividend payments, and payments of subordinated indebtedness, as well as a phase-out of the mandatory excess cash flow prepayments, based on achievement and maintenance of specified leverage ratios. The Company’s mandatory excess cash flow prepayment, as specified in the Credit Agreement, was $ 12.6 million as of December 31, 2020. This amount will be paid in 2021 and counts
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towards the Company's required quarterly principal payments. As such, it was classified under current short-term secured debt in the Company’s consolidated balance sheet as of December 31, 2020. The Credit Agreement permits repayment, prepayment, and repricing transactions. The Company was in compliance with all other covenants as of December 31, 2020.
The Credit Agreement contains no financial maintenance covenants with respect to the Term Loan. With respect to the Revolving Facility, the Credit Agreement requires the Company to maintain a consolidated first lien net leverage ratio (as defined in the Credit Agreement) 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.
The effective interest rate on outstanding principal of the Term Loan was 5.7 % during the year ended December 31, 2020.
Senior Unsecured Notes
As of December 31, 2020, the Company had fully repaid and retired the total gross outstanding principal balance of the Notes, as discussed above. As of December 31, 2019, the Company reported an aggregate of $ 360.0 million in borrowings under the Notes, before $ 7.0 million of net unamortized deferred financing costs, for a net principal balance of $ 353.0 million in borrowings in the accompanying condensed consolidated balance sheet.
Interest on Debt
Total interest incurred during the years ended December 31, 2020, 2019 and 2018 was $ 98.6 million, $ 140.1 million and $ 142.7 million, respectively. Interest incurred includes amortization of deferred financing fees of $ 3.8 million, $ 21.6 million and $ 26.5 million for the years ended December 31, 2020, 2019 and 2018 respectively. Interest capitalized during the years ended December 31, 2020 and 2019 was $ 3.2 million and $ 15.1 million, respectively. Interest accrued for the years ended December 31, 2020 and 2019 was $ 0.2 million and $ 7.8 million, respectively.
Total Debt
Future minimum principal repayments with respect to the Company's debt balances, including the mandatory excess cash flow prepayment, existing at December 31, 2020, by year and in the aggregate, are as follows:
Year ending December 31, Amount
(In thousands)
2021 $ 16,766
2022 16,234
2023 16,500
2024 16,500
2025 16,500
Thereafter 1,555,125
Total debt commitments $ 1,637,625
Less: Original issuance discount 23,966
Less: Total short-term debt 16,766
Total long-term debt, net $ 1,596,893
The repayment schedule above excludes future amounts that may be required to be prepaid pursuant to the excess cash flow sweep provision of the Credit Agreement, as those amounts are not determinable in advance.
8. Derivative Financial Instruments
The Company is exposed to interest rate fluctuations related to its Term Loan. The Company has reduced its exposure to fluctuations in the cash flows associated with changes in the variable interest rate by entering into offsetting positions through the use of interest rate swap contracts which result in recognizing a fixed interest rate for the portion of the Term Loan. This will reduce the negative impact of increases in the variable rate over the term of the interest rate swap contracts. These financial instruments are not used for trading or other speculative purposes. Historically, the Company has not incurred, and does not expect to incur in the future, any losses as a result of counterparty default.
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Hedge effectiveness of interest rate swap contracts is based on a long-haul hypothetical derivative methodology and includes all changes in value. The Company formally assesses, both at the hedge’s inception and on an ongoing quarterly basis, whether the designated derivative instruments are highly effective in offsetting changes in the cash flows of the hedged items. When the hedging instrument is sold, expires, is terminated or is exercised, or no longer qualifies for hedge accounting, or is no longer probable, hedge accounting is discontinued prospectively.
Interest Rate Swaps
On November 27, 2019, the Company executed a long-term interest rate swap (“Swap”) effective through November 2021 to mitigate variability in forecasted interest payments on a portion of the Company’s borrowings under its Term Loan. On the last business day of each month, the Company receives variable interest payments based on one-month LIBOR from the counterparty. The Company also entered into an interest rate swaption agreement (“Swaption”) that, if executed on November 22, 2021, would extend the Company's Swap through November 2026. The Company pays a fixed annual rate of 0.50 % for the Swaption and a fixed rate of 1.565 % on the Swap. Both the Swap and the Swaption derivative instruments carried a notional amount of $ 1,000.0 million as of December 31, 2020 and 2019. The Company designated both the Swap and Swaption as qualifying hedging instruments and accounted for these derivatives as cash flow hedges.
At inception, the Swap and Swaption were designated as cash flow hedges for hedge accounting. The unrealized changes in market value are recorded in accumulated other comprehensive loss and reclassified into earnings during the period in which the hedged transaction affects earnings. Over the next 12 months, the Company expects any gains or losses for cash flow hedges reclassified from accumulated other comprehensive loss into earnings to have an immaterial impact on the Company’s condensed consolidated financial statements.
Fair Value of Derivative Instruments
As of December 31, 2020, the Company had a current liability balance of $ 5.2 million and $ 4.4 million, for the fair value of the Swap and Swaption, respectively, recorded in other current liabilities. As of December 31, 2019, the Company had a long-term asset balance for the fair value of the Swap in the amount of $ 0.8 million, recorded in other long-term assets, and a long-term liability balance for the fair value of the Swaption in the amount of $ 0.9 million recorded in other long-term liabilities.
During the years ended December 31, 2020 and 2019, the Company collectively incurred $ 9.1 million and $ 0.3 million in net interest expense, respectively, for both the Swap and the Swaption. The Company did not hold any cash flow hedges during 2018. Gains and losses resulting from fair value adjustments to the Swap and Swaption are recorded within accumulated other comprehensive loss within the Company’s condensed consolidated balance sheets and reclassified to interest expense on the dates that interest payments become due. Cash flows related to the Swap are included in cash flows from operating activities on the condensed consolidated statements of cash flows. The amount of unrealized loss related to the Swap and Swaption that was recorded in accumulated other comprehensive loss in the condensed consolidated balance sheets was $ 7.0 million as of December 31, 2020, net of a $ 2.5 million tax impact, and $ 0.1 million as of December 31, 2019. There were no gains or losses related to derivative financial instruments during the year ended December 31, 2018.
9. Stock-Based Compensation
In May 2019, the Company’s stockholders approved the amendment and restatement of the Company’s 2015 Equity Incentive Plan (as so amended and restated, the “Amended 2015 Plan”), primarily to increase the number of shares available under the plan. The Company registered with the SEC an additional 2,542,664 shares of common stock made available for issuance pursuant to the Amended 2015 Plan, bringing the total to 30,944,912 shares registered. Through December 31, 2020, the remaining aggregate number of shares of the Company's common stock available for future grants under the Amended 2015 plan was 11,883,391 . The Amended 2015 Plan provides for the grant of stock-based awards, including nonqualified stock options, incentive stock options, restricted stock, RSUs, stock appreciation rights and other equity securities as incentives and rewards for employees, consultants and non-employee directors of the Company and its affiliated entities. The number of shares of common stock available for issuance under the Amended 2015 Plan is reduced by (i) one share for each share of common stock issued pursuant to an appreciation award, such as a stock option or stock appreciation right with an exercise or strike price of at least 100 % of the fair market value of the underlying common stock on the date of grant, and (ii) 1.8 shares for each share of common stock issued pursuant to any stock award that is not an appreciation award, also known as a “full value award.” The Amended 2015 Plan allows the Company to utilize a broad array of equity incentives and performance cash incentives in order to secure and retain the services of its employees, directors and consultants, and to provide long-term incentives that align the interests of its employees, directors and consultants with the interests of the Company’s stockholders. The Company accounts for stock-based compensation at fair value.
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Stock Option Awards
The stock option awards granted to employees generally (i) have a term of ten years , (ii) vest over a four -year period with 25 % vesting after the first year of service and the remainder vesting ratably on a quarterly basis thereafter, (iii) are contingent upon employment on the vesting date, and (iv) have an exercise price equal to the fair value of the underlying shares at the date of grant.
Fair Value Determination
The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of its stock option awards on the date of grant. The Company will reconsider the use of the Black-Scholes-Merton model if additional information becomes available in the future that indicates another model would be more appropriate or if grants issued in future periods have characteristics that cannot be reasonably estimated under this model.
The Black-Scholes-Merton option pricing model incorporates the following assumptions:
• Volatility - The expected volatility of the options granted was estimated based upon historical volatility of the Company's share price of its common stock through daily observations of its trading history.
• Expected life of options - The expected life of options granted to employees was determined from the simplified method.
• Risk-free interest rate - The yield on zero-coupon U.S. Treasury strips was used to extrapolate a forward-yield curve. This “term structure” of future interest rates was then input into a numeric model to provide the equivalent risk-free rate to be used in the Black-Scholes-Merton model based on the expected term of the underlying grants.
• Dividend yield - The Black-Scholes-Merton valuation model requires an expected dividend yield as an input. The Company does not anticipate paying dividends during the expected term of the grants; therefore, the dividend rate is assumed to be zero.
The Company has historically granted stock options to newly hired and promoted employees. During 2019 and 2018, the Company granted approximately 139,000 and 364,000 stock options, respectively, with an estimated aggregate grant date fair value of $ 1.3 million and $ 2.4 million, respectively. The Company did not grant any stock options during the year ended December 31, 2020.
The following table summarizes weighted-average assumptions used in the Company's calculations of fair value during the years ended December 31, 2019 and 2018:
Year Ended December 31,
2019 2018
Expected volatility 40.78 % 39.53 %
Expected term (years) 6.11 6.11
Expected dividends — % — %
Risk free interest rate 2.59 % 2.68 %
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A summary of the activity of the Company’s stock options is as follows:
Shares Weighted-
Average
Exercise Price
Per Share Weighted-
Average
Remaining
Contractual
Term (Years) Aggregate
Intrinsic
Value
(In thousands, except years and per share data)
Options outstanding at December 31, 2017 6,856 $ 7.94
Granted 364 15.56
Cancelled or expired ( 1 ) 8.59
Exercised ( 1,477 ) 8.42 $ 16,614
Forfeited ( 39 ) 9.97
Options outstanding at December 31, 2018 5,703 $ 8.29 4.38 $ 57,956
Granted 139 21.12
Cancelled or expired ( 1 ) 11.80
Exercised ( 1,670 ) 8.11 $ 29,584
Forfeited ( 18 ) 11.74
Options outstanding at December 31, 2019 4,153 $ 8.78 4.03 $ 65,887
Cancelled or expired ( 5 ) 20.17
Exercised ( 1,581 ) 8.14 $ 33,836
Forfeited ( 13 ) 18.17
Options outstanding at December 31, 2020 2,554 $ 9.10 3.94 $ 77,182
Options exercisable at December 31, 2020 2,330 $ 8.31 3.59 $ 72,266
Options exercisable and expected to vest at December 31, 2020 2,550 $ 9.09 3.93 $ 77,107
The Company recognized $ 1.1 million, $ 1.4 million and $ 1.5 million of stock-based compensation expense related to stock options in the years ended December 31, 2020, 2019 and 2018, respectively.
The weighted-average grant date fair value of options granted during the years ended December 31, 2019 and 2018 was $ 9.18 and $ 6.63 per share, respectively. The total fair value of the shares vested during the years ended December 31, 2020, 2019 and 2018 was $ 1.4 million for each period.
As of December 31, 2020, the total unrecognized cost related to non-vested options was approximately $ 1.5 million. This cost is expected to be recognized over a weighted-average period of 1.5 years.
Restricted Stock Units
The RSUs granted to newly hired and promoted employees, as well as to employees for on-going service, vest over a four-year period, with 25 % vesting on the first anniversary of the grant date and the remainder vesting ratably on a quarterly basis thereafter, subject to continued employment. The RSUs granted to non-employee directors generally vest in full on the first anniversary of the grant date. The RSUs granted to non-employee consultants generally vest 50 % on the first anniversary of the grant date and ratably on a quarterly basis through the second anniversary of the grant date. Some RSUs granted to employees for performance vest upon the completion of defined performance goals, subject to continued employment. The Company’s RSUs are generally classified as equity awards because the RSUs will be paid in the Company's common stock upon vesting. The related compensation expense is recognized over the service period and is based on the grant date fair value of the Company's common stock and the number of shares expected to vest. The fair value of the awards is not remeasured at the end of each reporting period. The awards do not carry voting rights until they are vested and released in accordance with the terms of the award.
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Service-Based Awards
The majority of the annual compensation the Company provides to members of its board of directors is paid in the form of RSUs. In addition, members of the Company’s board of directors can elect to receive the remainder of their annual compensation, or a portion thereof, in the form of RSUs. An aggregate amount of approximately 58,000 , 76,000 and 110,000 service-based RSUs were granted to the Company's directors as a result of these elections during the years ended December 31, 2020, 2019 and 2018, respectively, with an estimated grant date fair value of $ 1.4 million, $ 1.4 million and $ 1.3 million, respectively.
During the years ended December 31, 2020, 2019 and 2018, the Company granted approximately 713,000 , 740,000 and 900,000 service-based RSUs, respectively, to its employees, with an estimated grant date fair value of $ 19.1 million, $ 16.9 million and $ 10.7 million, respectively.
During the years ended December 31, 2020, 2019 and 2018, the Company granted approximately 10,000 , 11,000 and 14,000 service-based RSUs, respectively, to non-employee consultants, with an estimated grant date fair value of $ 0.2 million for each period.
Performance-Based Awards
In March 2020, 2019 and 2018, the Company awarded approximately 115,000 , 125,000 and 474,000 performance-based RSUs, respectively, to the Company’s executives and employees (the “Bonus RSUs”), with an estimated grant date fair value of $ 3.1 million, $ 2.9 million and $ 5.6 million, respectively. Vesting of the Bonus RSUs is and was dependent upon the Company’s achievement of defined performance goals over the respective fiscal year. The Company records stock-based compensation expense related to performance-based RSUs when it is considered probable that the performance conditions will be met. Management believes it is probable that substantially all of the 2020 Bonus RSUs will vest. The level of achievement, if any, of performance goals will be determined by the compensation committee of the Company’s board of directors and, if such goals are achieved, the 2020 Bonus RSUs will vest, subject to continued employment, in March 2021. A portion of the March 2019 Bonus RSUs vested in March 2020 upon the determination of the level of achievement of the performance goals.
Additionally, during 2020, 2019 and 2018, the Company awarded approximately 144,000 , 96,000 and 134,000 performance-based RSUs, respectively, to the Company’s executives (the “Executive RSUs”). The estimated aggregate grant date fair values of the Executive RSUs granted in 2020, 2019 and 2018 was $ 3.9 million, $ 2.2 million and $ 1.6 million, respectively. Vesting of the Executive RSUs is and was dependent upon the Company’s achievement of defined performance goals over a two-year period. The vesting of Executive RSUs will ultimately range from 0 % to 150 % of the number of shares underlying the Executive RSU grant based on the level of achievement of the performance goals. If the Company achieves the performance goals, 50 % of the Executive RSUs will vest on the second anniversary of the grant date and the remaining 50 % will vest on the third anniversary of the grant date, in each case, subject to the executive's continued service as of the vesting date. During 2020, 2019 and 2018, the Company awarded additional shares underlying performance-based RSUs to the Company's executives for over-achievement of performance goal targets related to the Executive RSU grants originally awarded in 2018, 2017 and 2016 in the amounts of 20,000 shares, 11,000 shares and 1,000 shares, respectively.
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Award Summary
A summary of the Company’s activity for outstanding RSUs is as follows:
RSUs Weighted-
Average
Grant Date
Fair Value
Per RSU
(In thousands)
Outstanding at December 31, 2017 3,548 $ 8.50
Granted 1,632 11.87
Forfeited ( 163 ) 9.69
Released ( 1,940 ) 8.64
Outstanding at December 31, 2018 3,077 $ 10.13
Granted 1,058 22.50
Forfeited ( 102 ) 14.86
Released ( 1,331 ) 10.52
Outstanding at December 31, 2019 2,702 $ 14.62
Granted 1,061 26.73
Forfeited ( 92 ) 17.72
Released ( 1,007 ) 15.63
Outstanding at December 31, 2020 2,664 $ 18.96
Vested and unreleased at December 31, 2020 (1)
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(1) These RSUs were granted to the Company's board of directors as a part of their compensation for board and committee service and had vested but had not yet been issued and released.
As of December 31, 2020, the total unrecognized cost related to non-vested RSUs was approximately $ 17.8 million. This cost is expected to be recognized over a weighted-average period of 1.31 years. The Company recognized $ 17.2 million, $ 15.2 million and $ 15.2 million of stock-based compensation expense related to RSUs in the years ended December 31, 2020, 2019 and 2018, respectively.
10. Equity Transactions
Preferred Stock
The Company is authorized to issue 2.0 million shares of preferred stock with a par value of $ 0.0001 per share. The Company previously issued 1.5 million shares of preferred stock, and the remaining 0.5 million authorized shares of preferred stock were undesignated and unissued as of December 31, 2020 and 2019. As of December 31, 2020 and 2019, there were no outstanding shares of preferred stock, as all preferred stock was converted in prior periods into common stock according to its terms.
Series B Cumulative Perpetual Convertible Preferred Stock
In May 2014, the Company issued 500,000 shares of its 6.75 % Series B Cumulative Perpetual Convertible Preferred Stock (the “Series B Preferred Stock”) in an underwritten public offering. Holders of Series B Preferred Stock were entitled to receive cumulative cash dividends at a rate of 6.75% per annum of the $ 250 liquidation preference per share (equivalent to an annual rate of $ 16.875 per share). Dividends were payable quarterly in arrears on each March 15, June 15, September 15 and December 15.
During the three months ended June 30, 2019, the Company's daily volume-weighted average stock price remained at or above $ 11.21 per share for a period of 20 out of 30 trading days, allowing for the conversion of the Series B Preferred Stock at the election of the Company. On May 15, 2019, the Company converted all outstanding shares of its Series B Preferred Stock into shares of common stock, resulting in the issuance of 16,627,632 shares of common stock. To convert the stock, the Company declared and paid all current and cumulative dividends to holders of record of Series B Preferred Stock as of May 8, 2019, resulting in a dividend payment of $ 8.4 million. As a result, the Company did not have any shares of Series B Preferred Stock outstanding as of December 31, 2020 and 2019.
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Share Repurchase Program
In February 2021, the Company announced that its Board of Directors had authorized the repurchase of up to $ 300.0 million of its common stock through December 31, 2022. This time frame can be extended or shortened by the Board of Directors. Repurchases, if any, will be made from time-to-time on the open market at prevailing prices or in negotiated transactions off the market. There were no repurchases of common stock during the year ended December 31, 2020.
11. Revenue
The following table summarizes the Company’s services revenue:
Year Ended December 31,
2020 2019 2018
(in thousands)
Commercial services:
Voice and data $ 168,668 $ 173,167 $ 168,107
IoT data 96,981 96,435 85,054
Broadband 35,959 30,455 25,069
Hosted payload and other data 60,600 49,969 40,527
Total commercial services 362,208 350,026 318,757
Government services 100,887 97,132 88,000
Total services $ 463,095 $ 447,158 $ 406,757
The following table summarizes the Company’s engineering and support services revenue:
Year Ended December 31,
2020 2019 2018
(in thousands)
Commercial $ 4,529 $ 2,852 $ 716
Government 29,696 27,578 17,687
Total $ 34,225 $ 30,430 $ 18,403
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and deferred revenue (contract liabilities) on the consolidated balance sheets. The Company bills amounts under its agreed-upon contractual terms at periodic intervals (for services), upon shipment (for equipment), or upon achievement of contractual milestones or as work progresses (for engineering and support services). Billing may occur subsequent to revenue recognition, resulting in accounts receivable (contract assets). The Company may also receive payments from customers before revenue is recognized, resulting in deferred revenue (contract liabilities). The Company recognized revenue that was previously recorded as deferred revenue in the amounts of $ 41.1 million, $ 43.0 million and $18.0 million for the years ended December 31, 2020 , 2019 and 2018, respectively. The Company has also recorded costs of obtaining contracts expected to be recovered in prepaid expenses and other assets (contract assets or commissions), that are not separately disclosed on the condensed consolidated balance sheets. The commissions are recognized over the estimated usage period. The contract assets not separately disclosed are as follows:
Year Ended December 31,
2020 2019
(in thousands)
Contract Assets:
Commissions $ 993 $ 1,116
Other contract costs $ 2,860 $ 3,231
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12. Income Taxes
U.S. and foreign components of income before income taxes are presented below:
Year Ended December 31,
2020 2019 2018
(In thousands)
U.S. loss $ ( 89,251 ) $ ( 218,391 ) $ ( 22,147 )
Foreign income 287 272 1,498
Total loss before income taxes $ ( 88,964 ) $ ( 218,119 ) $ ( 20,649 )
The components of the Company’s income tax provision were as follows:
Year Ended December 31,
2020 2019 2018
(In thousands)
Current taxes:
Federal tax (benefit) expense $ ( 688 ) $ ( 3,796 ) $ 17
State tax (benefit) expense 70 37 ( 91 )
Foreign tax expense 1,387 1,481 1,163
Total current tax (benefit) expense 769 ( 2,278 ) 1,089
Deferred taxes:
Federal tax benefit ( 27,701 ) ( 50,690 ) ( 9,159 )
State tax expense (benefit) ( 5,869 ) ( 1,850 ) 904
Foreign tax benefit ( 109 ) ( 1,302 ) ( 99 )
Total deferred tax benefit ( 33,679 ) ( 53,842 ) ( 8,354 )
Total income tax benefit $ ( 32,910 ) $ ( 56,120 ) $ ( 7,265 )
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35 % to 21 % effective for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017.
The Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. SAB 118 was effective for reporting periods that include December 22, 2017. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, the Company made reasonable estimates of the material effects of the Tax Act and recorded provisional amounts in its December 31, 2017 financial statements including the remeasurement of its deferred tax assets/liabilities for an estimated net tax benefit of $ 150.9 million. In the fourth quarter of 2018, the Company completed its accounting for the income tax effects of the Tax Act. No material adjustments were required to the provisional amounts initially recorded.
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A reconciliation of the U.S. federal statutory income tax expense to the Company’s effective income tax provision is below. Any amounts that do not have a meaningful impact on this reconciliation are not separately disclosed.
Year Ended December 31,
2020 2019 2018
(In thousands)
Expected tax benefit at U.S. federal statutory tax rate $ ( 18,811 ) $ ( 45,790 ) $ ( 4,336 )
State taxes, net of federal benefit ( 6,723 ) ( 15,608 ) ( 3,361 )
State tax valuation allowance 2,561 16,216 10,651
Deferred impact of state tax law changes and elections ( 1,684 ) ( 2,414 ) ( 6,481 )
Equity-based compensation ( 8,451 ) ( 8,227 ) ( 3,807 )
Limitation on executive compensation deduction 960 792 1,568
Other nondeductible items 206 873 298
Tax credits ( 1,048 ) ( 995 ) ( 2,872 )
Foreign taxes and other adjustments 80 ( 967 ) 1,075
Total income tax benefit $ ( 32,910 ) $ ( 56,120 ) $ ( 7,265 )
The components of deferred tax assets and liabilities are as follows:
December 31,
2020 2019
(In thousands)
Deferred tax assets
Long-term contracts $ 64,738 $ 69,188
Federal, state and foreign net operating losses, other carryforwards and tax credits
430,273 382,392
Other 22,493 24,137
Total deferred tax assets 517,504 475,717
Valuation allowance ( 32,218 ) ( 29,554 )
Net deferred tax assets 485,286 446,163
Deferred tax liabilities
Fixed assets, intangibles and research and development expenditures ( 577,955 ) ( 565,897 )
Investment in joint venture ( 52,203 ) ( 60,374 )
Other ( 6,283 ) ( 7,095 )
Total deferred tax liabilities ( 636,441 ) ( 633,366 )
Net deferred income tax liabilities $ ( 151,155 ) $ ( 187,203 )
Pursuant to ASC 740, the Company nets deferred tax assets and liabilities within the same jurisdiction. As of December 31, 2020, the Company had a net deferred tax asset of $ 3.9 million that is included in other assets on the balance sheet and a net deferred tax liability of $ 155.1 million.
The Company recognizes valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. In assessing the likelihood of realization, management considers: (i) future reversals of existing taxable temporary differences; (ii) future taxable income exclusive of reversing temporary differences and carryforwards; (iii) taxable income in prior carryback year(s) if carryback is permitted under applicable tax law; and (iv) tax planning strategies.
The Company had deferred tax assets related to cumulative U.S. federal net operating loss carryforwards of approximately $ 319.9 million and $ 280.5 million as of December 31, 2020 and 2019, respectively. The pre-2018 U.S. federal net operating loss carryforwards if unutilized, will expire in various amounts from 2031 through 2037. Pursuant to the Tax Act, the post-2017 U.S. federal net operating loss carryforwards do not expire. The Company believes that the U.S. federal net operating losses will be utilized before the expiration dates and, as such, no valuation allowance has been established for these deferred tax assets. The Company had deferred tax assets related to the state net operating loss carryforwards of approximately $ 69.7 million
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and $ 54.5 million as of December 31, 2020 and 2019, respectively, that expire from 2025 through 2040. The Company does not expect to fully utilize all of its state net operating losses within the respective carryforward periods and as such reflects a partial valuation allowance of $ 30.2 million and $ 27.7 million as of December 31, 2020 and 2019, respectively, against these deferred tax assets on its consolidated balance sheet. The Company had deferred tax assets related to the foreign net operating loss carryforwards of approximately $ 0.7 million and $ 0.9 million, as of December 31, 2020 and 2019, respectively, that begin to expire in 2023. The Company does not expect to fully utilize all of its foreign net operating losses within the carryforward periods. As such had recorded a partial valuation allowance of $ 0.5 million and $ 0.8 million as of December 31, 2020 and 2019, respectively, against these deferred tax assets on its consolidated balance sheets. The timing and manner in which the Company will utilize the net operating loss carryforwards in any year, or in total, may be limited in the future as a result of changes in the Company’s ownership and any limitations imposed by the jurisdictions in which the Company operates.
The Company had approximately $ 10.0 million and $ 9.5 million of deferred tax assets related to research and development tax credits as of December 31, 2020 and 2019, respectively, that expire in various amounts from 2029 through 2040. The Company had approximately $ 5.7 million and $ 5.2 million of deferred tax assets related to foreign tax credits as of December 31, 2020 and 2019, respectively, that expire in various amounts from 2020 through 2030. The Company does not expect to utilize all of its foreign tax credits within the respective carryforward periods. As such, the Company had a partial valuation allowance of $ 1.1 million as of December 31, 2020 , which is unchanged from December 31, 2019. The Company had $ 3.6 million of deferred tax assets related to Alternative Minimum Tax (“AMT”) credits as of December 31, 2018. Pursuant to the Tax Act, the Company received a refund of $ 1.8 million in 2019 and pursuant to the Coronavirus Aid, Relief, and Economic Security Act received the remaining $ 1.8 million in 2020.
The Company has provided for U.S. income taxes on all undistributed earnings of its significant foreign subsidiaries since the Company does not indefinitely reinvest these undistributed earnings. The Company measures deferred tax assets and liabilities using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes the effect on deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date.
Uncertain Income Tax Positions
The Company is subject to income taxes in the U.S. and various state and foreign jurisdictions. Significant judgment is required in evaluating tax positions and determining the provision for income taxes. The Company establishes liabilities for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes may be due. These liabilities are established when the Company believes that certain positions might be challenged despite its belief that its tax return positions are fully supportable. The Company adjusts these liabilities in light of changing facts and circumstances, such as the outcome of a tax audit. The provision for income taxes includes the impact of changes to these liabilities.
The amount of unrecognized tax benefits was $ 0.5 million and $ 1.0 million as of December 31, 2020 and 2019, respectively. Any changes in the next twelve months are not anticipated to have a significant impact on the results of operations, financial position or cash flows of the Company. All of the Company’s uncertain tax positions, if recognized, would affect its income tax expense.
The Company has elected an accounting policy to classify interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2020 and 2019, potential interest and penalties on unrecognized tax benefits were not significant.
The Company is subject to tax audits in all jurisdictions for which it files tax returns. Tax audits by their very nature are often complex and can require several years to complete. Currently, there are no U.S. federal, state or foreign jurisdiction tax audits pending. The Company’s corporate U.S. federal and state tax returns from 2010 to 2019 remain subject to examination by tax authorities and the Company’s foreign tax returns from 2012 to 2019 remain subject to examination by tax authorities.
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The following is a tabular reconciliation of the total amounts of unrecognized tax benefits which includes related interest and penalties:
2020 2019
(In thousands)
Balance at January 1, $ 953 $ 1,112
Change attributable to tax positions taken in a prior period ( 416 ) 38
Change attributable to final assessment — ( 176 )
Decrease attributable to lapse of statute of limitations — ( 21 )
Balance at December 31, $ 537 $ 953
13. Net Loss Per Share
The Company calculates basic net loss per common share by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. In periods of net income, diluted net income per share takes into account the effect of potentially dilutive common shares when the effect is dilutive. Potentially dilutive common shares include (i) common stock issuable upon exercise of outstanding stock options and (ii) contingently issuable RSUs that are convertible into shares of common stock upon achievement of certain service and performance requirements. The effect of potentially dilutive common shares is computed using the treasury stock method.
The computations of basic and diluted net loss per common share are set forth below:
Year Ended December 31,
2020 2019 2018
(In thousands, except per share data)
Numerator:
Net loss attributable to common stockholders - basic and diluted $ ( 56,054 ) $ ( 166,193 ) $ ( 23,533 )
Denominator:
Weighted average common shares - basic and diluted
133,491 125,167 108,975
Net loss attributable to common stockholders per share - basic and diluted $ ( 0.42 ) $ ( 1.33 ) $ ( 0.22 )
Due to the Company’s net losses for the years ended December 31, 2020 , 2019 and 2018 all potential common stock equivalents were anti-dilutive and therefore excluded from the calculation of diluted net loss per share.
The incremental number of shares underlying stock options and RSUs outstanding with anti-dilutive effects were as follows:
Year Ended December 31,
2020 2019 2018
(In thousands)
Anti-dilutive contingent performance-based RSUs 311 285 328
Anti-dilutive stock options 95 198 87
Anti-dilutive preferred shares — 6,104 16,693
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14. Related Party Transactions
Aireon LLC and Aireon Holdings LLC
The Company's satellite constellation hosts the Aireon ® system, which provides a global air traffic surveillance service through a series of automatic dependent surveillance-broadcast (“ADS-B”) receivers. The Company formed Aireon in 2011, with subsequent investments from the air navigation service providers (“ANSPs”) of Canada, Italy, Denmark, Ireland and the United Kingdom, to develop and market this service. Aireon has contracted to pay the Company a fee to host the ADS-B receivers on its constellation, as well as fees for power and data services in connection with the delivery of the air traffic surveillance data. Pursuant to agreements with Aireon, Aireon will pay the Company fees of $ 200.0 million to host the ADS-B receivers, of which $ 54.5 million had been paid as of December 31, 2020. Aireon also pays power fees of up to approximately $ 3.7 million per year (the “Hosting Agreement”), as well as data services fees of approximately $ 19.8 million per year for the delivery of the air traffic surveillance data (the “Data Services Agreement”). The Aireon ADS-B receivers were activated on an individual basis as the satellite on which the receiver is hosted began carrying traffic. Pursuant to ASU 2016-02, the Company considers the agreement with Aireon related to the hosting as an operating lease. The Company recognized $ 16.1 million, $ 16.0 million and $ 13.9 million of revenue from hosting fees during the years ended December 31, 2020, 2019 and 2018, respectively.
In December 2018, in connection with Aireon's entry into a debt facility, the Company and the other Aireon investors contributed their respective interests in Aireon into a new holding company, Aireon Holdings LLC, and entered into an Amended and Restated Aireon Holdings LLC Agreement. Aireon Holdings LLC holds 100% of the membership interests in Aireon LLC, which remains the operating entity. At December 31, 2020 and 2019, the Company's fully diluted ownership stake in Aireon Holdings LLC of approximately 35.7 % remained unchanged, subject to certain redemption provisions contained in the Amended and Restated Limited Liability Company Agreement. In addition, pursuant to a debt facility for Aireon LLC provided by the Company and the other Aireon investors, the Company will participate pro-rata, based on its fully diluted ownership stake, in an investor bridge loan. As such, in December 2020, the Company invested $ 0.2 million in Aireon LLC. The Company expects future funding by it and the other Aireon investors to be required in 2021 and 2022. The Company’s maximum commitment under the investor bridge loan is $ 10.7 million.
Under the Data Services Agreement, Aireon pays the Company monthly data service payments on a per satellite basis. The Company recorded data service revenue from Aireon of $ 23.9 million, $ 12.6 million and $ 9.1 million for the years ended December 31, 2020, 2019 and 2018, respectively.
Under two services agreements, the Company also provides administrative services and support services, the fees for which are paid monthly. Aireon receivables due to the Company under all agreements totaled $ 2.3 million and $ 1.4 million at December 31, 2020 and 2019, respectively.
15. Segments, Significant Customers, Supplier and Service Providers and Geographic Information
The Company operates in one business segment, providing global satellite communications services and products.
The Company derived approximately 22 %, 22 % and 20 % of its total revenue in the years ended December 31, 2020, 2019 and 2018, respectively, from prime contracts or subcontracts with agencies of the U.S. government. For the years ended December 31, 2020, 2019 and 2018, no single commercial customer accounted for more than 10 % of the Company’s total revenue.
Approximately 35 % and 39 % of the Company’s accounts receivable balance at December 31, 2020 and 2019, respectively, was due from prime contracts or subcontracts with agencies of the U.S. government. As of December 31, 2020 and 2019, no single commercial customer accounted for more than 10 % of the Company’s total accounts receivable balance.
The Company contracts for the manufacture of its subscriber equipment primarily from a limited number of manufacturers and utilizes other sole source suppliers for certain component parts of its devices. Should events or circumstances prevent the manufacturer or the suppliers from producing the equipment or component parts, the Company’s business could be adversely affected until the Company is able to move production to other facilities of the manufacturer or secure a replacement manufacturer or an alternative supplier for such component parts.
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Net property and equipment by geographic area was as follows:
December 31,
2020 2019
(In thousands)
United States $ 421,930 $ 421,253
Satellites in orbit 2,487,220 2,744,356
All others 7,926 15,190
Total $ 2,917,076 $ 3,180,799
Revenue by geographic area was as follows:
Year Ended December 31,
2020 2019 2018
(In thousands)
United States $ 323,605 $ 300,494 $ 276,398
United Kingdom 47,487 50,401 51,344
Other countries (1)
212,347 209,549 195,266
Total $ 583,439 $ 560,444 $ 523,008
(1) No single country in this group represented more than 10 % of revenue.
Revenue is attributed to geographic area based on the billing address of the distributor. Service location and the billing address are often not the same. The Company’s distributors sell services directly or indirectly to end users, who may be located or use the Company’s products and services elsewhere. The Company cannot provide the geographical distribution of end users because it does not contract directly with them. The Company is exposed to foreign currency exchange fluctuations as foreign currency exchange rate movements create a degree of risk by affecting the U.S. dollar value of sales made and costs incurred in foreign currencies.
16. Employee Benefit Plan
The Company sponsors a defined-contribution 401(k) retirement plan (the “Plan”) that covers all employees. Employees are eligible to participate in the Plan on the first day of the month following the date of hire, and participants are 100 % vested from the date of eligibility. The Company matches employees’ contributions equal to 100 % of the salary deferral contributions up to 5 % of the employees’ eligible compensation each pay period. Company matching contributions to the Plan were $ 3.1 million, $ 3.1 million and $ 3.0 million for the years ended December 31, 2020, 2019 and 2018, respectively.
17. Selected Quarterly Information (Unaudited)
The following represents the Company’s unaudited quarterly results of operations:
Quarter Ended
March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020
(In thousands, except per share data)
Revenue $ 145,287 $ 140,173 $ 151,472 $ 146,507
Operating income $ 11,822 $ 5,828 $ 12,733 $ 5,100
Net loss $ ( 31,702 ) $ ( 12,422 ) $ ( 4,005 ) $ ( 7,925 )
Net loss per common share - basic and diluted $ ( 0.24 ) $ ( 0.09 ) $ ( 0.03 ) $ ( 0.06 )
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Quarter Ended
March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019
(In thousands, except per share data)
Revenue $ 133,685 $ 143,100 $ 144,785 $ 138,874
Operating income (loss) $ ( 1,633 ) $ 3,741 $ 8,011 $ 1
Net loss $ ( 18,024 ) $ ( 18,106 ) $ ( 18,012 ) $ ( 107,857 )
Net loss per common share - basic and diluted $ ( 0.18 ) $ ( 0.16 ) $ ( 0.14 ) $ ( 0.82 )
The sum of the per share amounts does not equal the annual amounts due to changes in the weighted-average number of common shares outstanding during the year.
18. Subsequent Events
On January 20, 2021, the Company closed on a repricing of its $ 1,637.6 million in gross borrowings under its Term Loan, with Deutsche Bank AG, which resulted in a 1.0% reduction in the borrowing rate. The Term Loan now bears interest at an annual rate of LIBOR plus 2.75 % with a 1.00 % LIBOR floor, having the same maturity date, and other terms of the Credit Agreement. The interest rate on the Revolving Facility remained at LIBOR plus 3.75% with no LIBOR floor. To reprice the Term Loan, the Company incurred financing costs of $ 3.4 million. The Company is currently evaluating the accounting treatment of this transaction.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.