Iridium Communications Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS PART I. Iridium Communications Inc. Condensed Consolidated Balance Sheets (In thousands, except per share data) June 30, 2024 December 31, 2023 (Unaudited) Assets Current assets: Cash and cash equivalents $ 63,541 $ 71,870 Accounts receivable, net 96,189 91,715 Inventory 85,815 91,135 Prepaid expenses and other current assets 18,871 16,364 Total current assets 264,416 271,084 Property and equipment, net 2,126,618 2,195,758 Equity method investments 43,534 67,130 Other assets 87,145 86,708 Intangible assets, net 95,610 41,095 Goodwill 100,333 — Total assets $ 2,717,656 $ 2,661,775 Liabilities and stockholders’ equity Current liabilities: Short-term secured debt $ 16,250 $ 15,000 Accounts payable 15,026 28,671 Accrued expenses and other current liabilities 44,577 54,826 Deferred revenue 41,653 33,057 Total current liabilities 117,506 131,554 Long-term secured debt, net 1,634,714 1,467,490 Deferred income tax liabilities, net 121,846 114,642 Deferred revenue, net of current portion 41,167 43,965 Other long-term liabilities 15,724 16,025 Total liabilities 1,930,957 1,773,676 Commitments and contingencies Stockholders’ equity: Common stock, $0.001 par value, 300,000 shares authorized, 118,518 and 122,776 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively 119 123 Additional paid-in capital 1,043,691 1,089,466 Accumulated deficit ( 292,178 ) ( 235,397 ) Accumulated other comprehensive income, net of tax 35,067 33,907 Total stockholders’ equity 786,699 888,099 Total liabilities and stockholders’ equity $ 2,717,656 $ 2,661,775 See notes to unaudited condensed consolidated financial statements. 3 Iridium Communications Inc. Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (In thousands, except per share amounts) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenue: Services $ 152,467 $ 145,142 $ 301,044 $ 284,491 Subscriber equipment 22,782 27,376 47,650 69,052 Engineering and support services 25,818 20,590 56,226 44,838 Total revenue 201,067 193,108 404,920 398,381 Operating expenses: Cost of services (exclusive of depreciation and amortization) 39,464 35,432 85,913 72,037 Cost of subscriber equipment 13,946 16,113 27,826 43,252 Research and development 6,512 5,626 13,710 9,504 Selling, general and administrative 46,723 37,339 83,534 76,023 Depreciation and amortization 50,776 114,569 100,520 190,388 Total operating expenses 157,421 209,079 311,503 391,204 Operating income (loss) 43,646 ( 15,971 ) 93,417 7,177 Other income (expense), net: Interest expense, net ( 23,797 ) ( 18,723 ) ( 44,460 ) ( 36,613 ) Other income (expense), net ( 646 ) 419 ( 603 ) 638 Total other expense, net ( 24,443 ) ( 18,304 ) ( 45,063 ) ( 35,975 ) Income (loss) before income taxes and gain (loss) on equity method investments 19,203 ( 34,275 ) 48,354 ( 28,798 ) Income tax benefit (expense) ( 4,565 ) 5,211 ( 12,496 ) 10,664 Gain (loss) on equity method investments 17,698 ( 1,677 ) 16,131 ( 2,832 ) Net income (loss) $ 32,336 $ ( 30,741 ) $ 51,989 $ ( 20,966 ) Weighted average shares outstanding - basic 120,612 126,239 121,877 126,569 Weighted average shares outstanding - diluted 121,242 126,239 122,703 126,569 Net income (loss) per share - basic $ 0.27 $ ( 0.24 ) $ 0.43 $ ( 0.17 ) Net income (loss) per share - diluted $ 0.27 $ ( 0.24 ) $ 0.42 $ (0.17) Comprehensive income (loss): Net income (loss) $ 32,336 $ ( 30,741 ) $ 51,989 $ ( 20,966 ) Foreign currency translation adjustments ( 327 ) ( 132 ) ( 723 ) ( 41 ) Unrealized gain (loss) on cash flow hedges, net of tax (see Note 6 ) ( 4,850 ) 10,061 1,883 405 Comprehensive income (loss) $ 27,159 $ ( 20,812 ) $ 53,149 $ ( 20,602 ) See notes to unaudited condensed consolidated financial statements. 4 Iridium Communications Inc. Condensed Consolidated Statements of Changes in Stockholders’ Equity (In thousands, except per share amounts) (Unaudited) Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders’ Equity Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders’ Equity Shares Amount Shares Amount Balances at beginning of period 121,643 $ 122 $ 1,069,638 $ ( 256,319 ) $ 40,244 $ 853,685 125,924 $ 126 $ 1,126,586 $ ( 83,120 ) $ 41,998 $ 1,085,590 Stock-based compensation — — 20,500 — — 20,500 — — 18,661 — — 18,661 Stock options exercised and awards vested 203 — 528 — — 528 248 — 934 — — 934 Stock withheld to cover employee taxes ( 15 ) — ( 438 ) — — ( 438 ) ( 16 ) — ( 888 ) — — ( 888 ) Repurchases and retirements of common stock ( 3,313 ) ( 3 ) ( 29,363 ) ( 68,195 ) — ( 97,561 ) ( 1,111 ) ( 1 ) ( 10,020 ) ( 56,621 ) — ( 66,642 ) Dividends — — ( 17,174 ) — — ( 17,174 ) — — ( 16,650 ) — — ( 16,650 ) Cumulative translation adjustments — — — — ( 327 ) ( 327 ) — — — — ( 132 ) ( 132 ) Unrealized gain (loss) on cash flow hedges, net of tax — — — — ( 4,850 ) ( 4,850 ) — — — — 10,061 10,061 Net income (loss) — — — 32,336 — 32,336 — — — ( 30,741 ) — ( 30,741 ) Balances at end of period 118,518 $ 119 $ 1,043,691 $ ( 292,178 ) $ 35,067 $ 786,699 125,045 $ 125 $ 1,118,623 $ ( 170,482 ) $ 51,927 $ 1,000,193 Six Months Ended June 30, 2024 Six Months Ended June 30, 2023 Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders’ Equity Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders’ Equity Shares Amount Shares Amount Balances at beginning of period 122,776 $ 123 $ 1,089,466 $ ( 235,397 ) $ 33,907 $ 888,099 125,902 $ 126 $ 1,124,610 $ ( 47,744 ) $ 51,563 $ 1,128,555 Stock-based compensation — — 35,526 — — 35,526 — — 33,107 — — 33,107 Stock options exercised and awards vested 1,052 1 2,605 — — 2,606 1,272 1 3,677 — — 3,678 Stock withheld to cover employee taxes ( 148 ) — ( 4,424 ) — — ( 4,424 ) ( 130 ) — ( 7,917 ) — — ( 7,917 ) Repurchases and retirements of common stock ( 5,162 ) ( 5 ) ( 46,026 ) ( 108,770 ) — ( 154,801 ) ( 1,999 ) ( 2 ) ( 17,991 ) ( 101,772 ) ( 119,765 ) Dividends — — ( 33,456 ) — — ( 33,456 ) — — ( 16,863 ) — — ( 16,863 ) Cumulative translation adjustments — — — — ( 723 ) ( 723 ) — — — — ( 41 ) ( 41 ) Unrealized gain on cash flow hedges, net of tax — — — — 1,883 1,883 — — — — 405 405 Net income (loss) — — — 51,989 — 51,989 — — — ( 20,966 ) — ( 20,966 ) Balances at end of period 118,518 $ 119 $ 1,043,691 $ ( 292,178 ) $ 35,067 $ 786,699 125,045 $ 125 $ 1,118,623 $ ( 170,482 ) $ 51,927 $ 1,000,193 See notes to unaudited condensed consolidated financial statements. 5 Iridium Communications Inc. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) Six Months Ended June 30, 2024 2023 Cash flows from operating activities: Net income (loss) $ 51,989 $ ( 20,966 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Deferred income taxes 10,297 ( 18,405 ) Depreciation and amortization 100,520 190,388 Stock-based compensation (net of amounts capitalized) 33,347 29,557 Amortization of deferred financing fees 1,202 2,106 (Gain) loss on equity method investments ( 16,131 ) 2,832 All other items, net 322 139 Changes in operating assets and liabilities: Accounts receivable ( 3,304 ) ( 9,922 ) Inventory 5,358 ( 15,657 ) Prepaid expenses and other current assets ( 2,067 ) ( 2,006 ) Other assets 2,934 880 Accounts payable ( 17,886 ) 2,469 Accrued expenses and other current liabilities ( 12,479 ) ( 887 ) Deferred revenue ( 1,512 ) ( 3,092 ) Other long-term liabilities ( 50 ) ( 1,446 ) Net cash provided by operating activities 152,540 155,990 Cash flows from investing activities: Capital expenditures ( 27,006 ) ( 45,287 ) Acquisition of Satelles, Inc., net of cash acquired ( 110,713 ) — Investment in Satelles, Inc. — ( 10,000 ) Net cash used in investing activities ( 137,719 ) ( 55,287 ) Cash flows from financing activities: Borrowings under the Term Loan 221,783 — Payments on the Term Loan ( 105,064 ) ( 8,250 ) Borrowings under the Revolving Credit Facility 50,000 — Repurchases of common stock ( 154,801 ) ( 119,765 ) Payment of deferred financing fees ( 177 ) — Proceeds from exercise of stock options 2,606 3,678 Tax payment upon settlement of stock awards ( 4,424 ) ( 7,917 ) Payment of common stock dividends ( 32,768 ) ( 32,687 ) Net cash used in financing activities ( 22,845 ) ( 164,941 ) Effect of exchange rate changes on cash and cash equivalents, and restricted cash ( 305 ) ( 1,076 ) Net decrease in cash and cash equivalents, and restricted cash ( 8,329 ) ( 65,314 ) Cash, cash equivalents, and restricted cash, beginning of period 71,870 168,770 Cash, cash equivalents, and restricted cash, end of period $ 63,541 $ 103,456 Supplemental cash flow information: Interest paid, net of amounts capitalized $ 44,707 $ 38,028 Income taxes paid, net $ 2,888 $ 1,894 Supplemental disclosure of non-cash investing and financing activities: Property and equipment received but not paid $ 6,359 $ 4,109 Dividends accrued on common stock $ 2,019 $ 775 Capitalized stock-based compensation $ 2,179 $ 3,548 See notes to unaudited condensed consolidated financial statements. 6 Iridium Communications Inc. Notes to Condensed Consolidated Financial Statements 1. Basis of Presentation and Principles of Consolidation Iridium Communications Inc. (the “Company”) prepared its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company’s operations are primarily conducted through, and its operating assets are owned by, its principal operating subsidiary, Iridium Satellite LLC, Iridium Satellite LLC’s immediate parent, Iridium Holdings LLC, and their respective subsidiaries. The accompanying condensed 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. In the opinion of management, the condensed consolidated financial statements reflect all normal recurring adjustments that the Company considers necessary for the fair presentation of its results of operations and cash flows for the interim periods covered, and of the financial position of the Company at the date of the interim condensed consolidated balance sheet. The operating results for interim periods are not necessarily indicative of the operating results for the entire year. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the U.S. Securities and Exchange Commission (“SEC”). These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2023, as filed with the SEC on February 15, 2024. 2. Significant Accounting Policies 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, goodwill, income taxes, stock-based compensation, the 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. 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. 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 June 30, 2024 and December 31, 2023: (1) cash and cash equivalents, (2) prepaid expenses and other current assets, (3) accounts receivable, (4) accounts payable, and (5) 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. In determining fair value of Level 2 assets, the Company uses a market approach utilizing valuation models that incorporate observable inputs such as interest rates, bond yields and quoted prices for similar assets. The Company did not hold any Level 3 assets as of June 30, 2024 or December 31, 2023. 7 Leases For new leases, the Company will determine if an arrangement is or contains a lease at inception. Leases are included as (1) right-of-use (“ROU”) assets within other assets and (2) ROU liabilities within accrued expenses and other liabilities and are included 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 facilities, the Company elects the practical expedient to combine lease and non-lease components as a single lease component. When measuring new lease contracts or remeasuring existing lease contracts, taxes assessed on leases in which the Company is either a lessor or lessee are excluded from contract consideration and variable payments. Inventory Inventory consists primarily of finished goods and 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 freight and an allocation of overhead, including payroll and payroll-related costs of employees directly involved in bringing inventory to its existing condition. Inventories are valued using the average cost method and are carried at the lower of cost or net realizable value. 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 subscriber equipment. The following table summarizes the Company’s inventory balances: June 30, 2024 December 31, 2023 (In thousands) Finished goods $ 47,010 $ 48,698 Raw materials 39,648 43,599 Inventory valuation reserve ( 843 ) ( 1,162 ) Total $ 85,815 $ 91,135 Property and Equipment The Company assesses its long-lived assets for impairment when indicators of impairment are present. During the fourth quarter of 2023, the Company updated its estimate of the satellites’ remaining useful lives based on the health of the constellation and related engineering data. As a result, the estimated useful lives of the satellites were extended by five years, from 12.5 years to 17.5 years. This change will result in lower depreciation expense and hosted payload revenue for each of the first three quarters of 2024, compared to the corresponding quarter of the prior year. Derivative Financial Instruments The Company uses derivatives to manage its exposure to fluctuating interest rate risk on variable rate debt. Its derivatives are measured at fair value and are recorded on the condensed consolidated balance sheets within other assets and other current liabilities. When the Company’s derivatives are designated as cash flow hedges, the effective portion of the changes in fair value of the derivatives are recorded in accumulated other comprehensive income within the Company’s condensed consolidated balance sheets and subsequently recognized in earnings when the hedged items impact earnings. Any ineffective portion of a derivative’s change in fair value will be recognized in earnings in the same period in which the hedged interest payments affect earnings. Within the condensed consolidated statements of operations and comprehensive income (loss), 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 in operating activities within the Company’s condensed consolidated statements of cash flows, which is the same category as the item being hedged. See Note 6 for further information. 8 Business Combinations and Goodwill The purchase price for business combinations is allocated to the assets acquired, including tangible and intangible assets, and assumed liabilities, where applicable, based on their respective fair values at the acquisition date. Acquisition-related costs are expensed as incurred. Goodwill is recorded when the cost of an acquired entity exceeds the amounts assigned to the assets acquired and liabilities assumed. The net assets and results of operations of an acquired entity are included in the Company’s consolidated financial statements from the acquisition date. Goodwill is not amortized but is tested for impairment annually or upon the occurrence of certain events. Other Intangible Assets The Company’s other intangible assets that have finite lives (customer relationships, patents and other intellectual property) 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 such indicators are 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. A portion of the Company’s other intangible assets are spectrum, regulatory authorizations, and trade names, which are indefinite-lived. The Company reevaluates the useful life determination for these assets each reporting period to determine whether events and circumstances continue to support an indefinite useful life. Indefinite-lived intangible assets are not amortized and are instead tested for impairment annually, or upon the occurrence of certain events. 3. Cash and Cash Equivalents Cash and Cash Equivalents The following table presents the Company’s cash and cash equivalents: June 30, 2024 December 31, 2023 Recurring Fair Value Measurement (In thousands) Cash and cash equivalents: Cash $ 17,637 $ 32,526 Money market funds 45,904 39,344 Level 2 Total cash and cash equivalents $ 63,541 $ 71,870 4. Intangible Assets and Goodwill Intangible Assets The following table presents identifiable intangible assets: June 30, 2024 Useful Life Gross Carrying Value Accumulated Amortization Net Carrying Value (In thousands) Indefinite-lived intangible assets: Trade names Indefinite $ 21,195 $ — $ 21,195 Spectrum and licenses Indefinite 14,030 — 14,030 Total 35,225 — 35,225 Definite-lived intangible assets: Intellectual property 20 years 16,439 ( 11,204 ) 5,235 Patents 14 - 20 years 587 ( 189 ) 398 Customer relationships 12 years 57,000 ( 2,248 ) 54,752 Total 74,026 ( 13,641 ) 60,385 Total intangible assets $ 109,251 $ ( 13,641 ) $ 95,610 9 December 31, 2023 Useful Life Gross Carrying Value Accumulated Amortization Net Carrying Value (In thousands) Indefinite-lived intangible assets: Trade names Indefinite $ 21,195 $ — $ 21,195 Spectrum and licenses Indefinite 14,030 — 14,030 Total 35,225 — 35,225 Definite-lived intangible assets: Intellectual property 20 years 16,439 ( 10,987 ) 5,452 Assembled workforce 7 years 5,678 ( 5,678 ) — Patents 14 - 20 years 587 ( 169 ) 418 Total 22,704 ( 16,834 ) 5,870 Total intangible assets $ 57,929 $ ( 16,834 ) $ 41,095 Amortization expense was $ 2.4 million and $ 0.4 million for the three months ended June 30, 2024 and 2023, respectively, and $ 2.5 million and $ 0.8 million for the six months ended June 30, 2024 and 2023, respectively. Goodwill During the six months ended June 30, 2024, the Company acquired Satelles, Inc. (see Note 11 ), resulting in a goodwill balance of $100.3 million as of June 30, 2024. There was no goodwill balance as of December 31, 2023. 5. Debt Term Loan and Revolving Facility Pursuant to a credit agreement (as amended to date, the “Credit Agreement”), the Company previously entered into a term loan totaling $ 1,500.0 million (as so amended and restated, the “Term Loan”), issued at a price equal to 99.75 %, and an accompanying $ 100.0 million revolving loan (the “Revolving Facility”). The maturity date of the Term Loan is in September 2030. On March 25, 2024, the Company closed on an additional $ 125.0 million under its Term Loan, using the proceeds to complete the acquisition of Satelles, Inc. (see Note 11 ) on April 1, 2024. The additional amount borrowed is fungible with the original $1,500.0 million and has the same maturity date, interest rate and other terms, but was issued at a price equal to 99.875 % of its face value. The Term Loan has been repriced on several occasions, most recently in June 2024, and currently bears interest at an annual rate equal to the Secured Overnight Financing Rate (“SOFR”) plus 2.25 %, with a 0.75 % SOFR floor. The Company typically selects a one-month interest period, with the result that interest is calculated using one-month SOFR. Interest is paid monthly on the last business day of the month. Principal payments, payable quarterly, are equal to approximately $ 16.3 million per annum (one percent of the full principal amount of the Term Loan following the March 2024 increase), with the remaining principal due upon maturity. As of June 30, 2024 and December 31, 2023, the Company had an aggregate borrowings of $ 1,616.9 million and $ 1,500.0 million, respectively, under the Term Loan. These amounts do not give effect to $ 15.9 million and $ 17.5 million, respectively, of net unamortized deferred financing costs. The principal balance in borrowings, net of the unamortized deferred financing costs, as of June 30, 2024 and December 31, 2023 amounted to $ 1,601.0 million and $ 1,482.5 million, respectively. As of June 30, 2024 and December 31, 2023, based upon recent trading prices (Level 2 - market approach), the fair value of the Company’s net borrowings under the Term Loan was $ 1,615.9 million and $ 1,506.6 million, respectively. In April 2024, the Company drew down $50.0 million on its Revolving Facility for general corporate purposes, including the funding of repurchases of its common stock. This amount remained outstanding at June 30, 2024, and are included within long-term secured debt, net on the Company’s condensed consolidated balance sheet. The Revolving Facility bears interest at an annual rate equal to SOFR plus 2.5% (but without a SOFR floor) if and as drawn, with no original issue discount, and a commitment fee of 0.5 % per year on the undrawn amount, which was reduced to 0.375 % in the first quarter of 2024 because the Company had a consolidated first lien net leverage ratio (as defined in the Credit Agreement) of less than 3.5 to 1. The Revolving Facility has a maturity date in September 2028. 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. The Credit Agreement provides for specified exceptions, including baskets measured as a percentage of trailing twelve months of earnings before interest, taxes, depreciation and amortization (“EBITDA”), and unlimited exceptions in the case of incurring indebtedness and liens and making investments, dividend payments, and payments of subordinated indebtedness, based on achievement and maintenance of specified leverage ratios. The Credit Agreement also contains an annual mandatory prepayment sweep mechanism with respect to a portion of the Company’s excess cash flow (as defined in the Credit Agreement) in the event the Company’s net leverage ratio rises above 3.5 to 1. As of December 31, 2023, the Company 10 was below the specified leverage ratio, and a mandatory prepayment sweep was therefore not required. The Credit Agreement permits repayment, prepayment, and repricing transactions. 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, which was the case as of June 30, 2024. The Credit Agreement contains other customary representations and warranties, affirmative and negative covenants, and events of default. The Company was in compliance with all financial covenants as of June 30, 2024. Interest on Debt Total interest incurred includes amortization of deferred financing fees and capitalized interest. The Company incurred third-party financing costs of $ 1.6 million in connection with the expansion of the Term Loan in March 2024 and $ 1.9 million related to the repricing of the Term Loan in June 2024, substantially all of which were expensed. The amounts expensed are included within interest expense on the condensed consolidated statements of operations and comprehensive income (loss). The following table presents the interest and amortization of deferred financing fees related to the Term Loan: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands) (In thousands) Total interest incurred $ 26,121 $ 21,971 $ 49,306 $ 43,307 Amortization of deferred financing fees $ 638 $ 1,130 $ 1,261 $ 2,240 Capitalized interest $ 1,190 $ 1,396 $ 2,248 $ 2,726 As of June 30, 2024 and December 31, 2023, accrued interest on the Term Loan was $ 1.1 million and $ 1.0 million, respectively. 6. Derivative Financial Instruments The Company is exposed to interest rate fluctuations related to the 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 hedges. This will reduce the negative impact of increases in the variable rate over the term of the derivative contracts. These contracts 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. Interest Rate Cap In July 2021, the Company entered into an interest rate cap contract (the “Cap”), which had an effective date of December 2021. The Cap manages the Company’s exposure to interest rate movements on a portion of the Term Loan through November 2026. The Cap, as modified to date, currently provides the Company with the right to receive payment from the counterparty if one-month SOFR exceeds 1.436 %. The Company pays a fixed monthly premium based on an annual rate of 0.31 % for the Cap. The Cap carried a notional amount of $ 1.0 billion as of June 30, 2024 and December 31, 2023. The Cap, which was not affected by the expansion of the Term Loan in March 2024 or the repricing of the Term Loan in June 2024, is designed to mirror the terms of the Term Loan and to offset the cash flows being hedged. The Company designated the Cap as a cash flow hedge of the variability of the SOFR-based interest payments on the Term Loan. The effective portion of the Cap’s change in fair value is recorded in accumulated other comprehensive income. Any ineffective portion of the Cap’s change in fair value will be recorded in current earnings as interest expense. Hedge effectiveness of the current interest rate cap contract 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, is exercised, no longer qualifies for hedge accounting, is de-designated, or is no longer probable, hedge accounting is discontinued prospectively. Fair Value of Derivative Instruments As of June 30, 2024 and December 31, 2023, the Company had an asset balance of $ 67.7 million and $ 66.5 million, respectively, for the fair value of the Cap and a liability balance of $ 7.0 million and $ 8.4 million, respectively, for the fair value of the Cap premium. Both the Cap and the Cap premium are recorded net within other assets on the condensed consolidated balance sheet. During each of the three and six months ended June 30, 2024 and June 30, 2023, the Company collectively incurred $ 0.8 million and $ 1.6 million, respectively, in interest expense for the Cap premium. Interest expense was reduced by $ 9.8 million 11 and $ 9.0 million for the three months ended June 30, 2024 and 2023, respectively, and $ 19.7 million and $ 16.7 million for the six months ended June 30, 2024 and 2023, respectively, for payments received related to the Cap. Gains and losses resulting from fair value adjustments to the Cap are recorded within accumulated other comprehensive income 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 derivative contracts are included in cash flows from operating activities on the condensed consolidated statements of cash flows. Over the next 12 months, the Company expects any gains or losses for cash flow hedges amortized from accumulated other comprehensive income into earnings to have an immaterial impact on the Company’s consolidated financial statements. The following table presents the amount of unrealized gain or loss and related tax impact associated with the Cap that the Company recorded in its condensed consolidated statements of operations and comprehensive income (loss): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands) (In thousands) Unrealized gain (loss), net of tax $ ( 4,850 ) $ 10,061 $ 1,883 $ 405 Tax benefit (expense) $ 1,483 $ ( 3,076 ) $ ( 863 ) $ ( 140 ) 7. 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, all of which have converted to common stock. The remaining 0.5 million authorized shares of preferred stock remain undesignated and unissued. As of June 30, 2024 and December 31, 2023, there were no outstanding shares of preferred stock, as all previously designated and issued preferred stock was converted into common stock in prior periods. Dividends Stockholders are entitled to receive, when and if declared by the Company’s Board of Directors from time to time, dividends and other distributions in cash, stock or property from the Company’s assets or funds legally and contractually available for such purposes. In December 2022, the Company’s Board of Directors initiated a quarterly dividend. The Company paid dividends of $ 0.13 and $ 0.14 per share of common stock on March 28, 2024 and June 28, 2024, respectively, resulting in total payments to stockholders of $ 32.8 million for the six months ended June 30, 2024. Dividend payments for the six months ended June 30, 2023 totaled $ 32.7 million. The Company’s liability related to dividends payable on common shares underlying unvested RSUs was $ 2.0 million and $ 1.3 million as of June 30, 2024 and December 31, 2023, respectively. Share Repurchase Program Since February 2021, the Company’s Board of Directors has authorized the repurchase of up to an aggregate of $ 1,000.0 million of the Company’s common stock through December 31, 2025. This timeframe can be extended or shortened by the Board of Directors. Repurchases may be made from time to time on the open market at prevailing prices or in negotiated transactions off the market. The Company records share repurchases at cost, which includes broker commissions and related excise taxes. All shares are immediately retired upon repurchase in accordance with the board-approved policy. When treasury shares are retired, the Company’s policy is to allocate the excess of the repurchase price over the par value of shares acquired first, to additional paid-in capital, and then to retained earnings/accumulated deficit. The portion to be allocated to additional paid-in capital is calculated by applying a percentage, determined by dividing the number of shares to be retired by the number of shares outstanding, to the balance of additional paid-in capital as of the date of retirement. During the three and six months ended June 30, 2024, the Company repurchased and subsequently retired 3.3 million and 5.1 million shares of its common stock, respectively, for a total purchase price of $ 96.6 million and $ 153.3 million, respectively. During the three and six months ended June 30, 2024, the Company incurred $ 0.9 million and $ 1.5 million, respectively, of related taxes, which are not included in the total purchase price. The Company repurchased and subsequently retired 1.1 million and 2.0 million shares of its common stock during the three and six months ended June 30, 2023, respectively, for a total purchase price of $ 66.1 million and $ 119.2 million, respectively, exclusive of $ 0.5 million of related taxes. As of June 30, 2024, $ 180.8 million remained available and authorized for repurchase under this program. 12 8. Revenue The following table summarizes the Company’s services revenue: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands) (In thousands) Commercial services revenue: Voice and data $ 56,455 $ 54,957 $ 111,432 $ 107,405 IoT data 41,609 34,561 81,064 66,511 Broadband 13,478 14,028 27,170 27,476 Hosted payload and other data 14,425 15,096 28,378 30,099 Total commercial services revenue 125,967 118,642 248,044 231,491 Government services revenue 26,500 26,500 53,000 53,000 Total services revenue $ 152,467 $ 145,142 $ 301,044 $ 284,491 The following table summarizes the Company’s engineering and support services revenue: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands) (In thousands) Commercial $ 1,520 $ 1,737 $ 2,673 $ 7,423 Government 24,298 18,853 53,553 37,415 Total engineering and support services revenue $ 25,818 $ 20,590 $ 56,226 $ 44,838 Approximately 40 % and 46 % of the Company’s accounts receivable balance at June 30, 2024 and December 31, 2023, respectively, was due from prime contracts or subcontracts with agencies of the U.S. government. The Company’s contracts with customers generally do not contain performance obligations with terms in excess of one year. As such, the Company does not disclose details related to the value of performance obligations that are unsatisfied as of the end of the reporting period. The total value of any performance obligations that extend beyond one year is immaterial to the financial statements. 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 condensed 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 unbilled 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 $ 7.8 million and $ 7.5 million for the three months ended June 30, 2024 and 2023, respectively, and $ 19.2 million and $ 21.8 million for the six months ended June 30, 2024 and 2023, respectively. The Company has also recorded costs of obtaining contracts expected to be recovered in prepaid expenses and other current 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 following table presents contract assets not separately disclosed: June 30, 2024 December 31, 2023 (In thousands) Contract Assets: Commissions $ 1,102 $ 1,114 Other contract costs $ 1,884 $ 1,970 9. Leases Lessor Arrangements Operating leases in which the Company is a lessor consist primarily of hosting agreements with Aireon LLC (“Aireon”) (see Note 13 ) and L3Harris Technologies, Inc. (“L3Harris”) for space on the Company’s satellites. These agreements provide for a fee that will be recognized over the estimated useful lives of the satellites, currently estimated to be approximately 17.5 years from their respective in-service dates. Lease income related to these agreements was $ 3.1 million and $ 5.3 million for the three months ended June 30, 2024 and 2023, respectively, and $ 6.2 million and $ 10.7 million for the six months ended June 30, 13 2024 and 2023, respectively. The decrease for the quarter ended June 30, 2024 as compared to June 30, 2023 was due to the change in estimated useful life of the satellites made in the fourth quarter of 2023. 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 income (loss). Aireon has made payments to the Company pursuant to its hosting agreement, and the Company expects Aireon will continue to do so. L3Harris has prepaid all amounts owed to the Company pursuant to its hosting arrangement. The following table presents future income with respect to the Company’s operating leases in which it is the lessor existing at June 30, 2024, exclusive of the $ 6.2 million recognized during the six months ended June 30, 2024, by year and in the aggregate: Year Ending December 31, Amount (In thousands) 2024 $ 6,195 2025 12,391 2026 12,391 2027 12,391 2028 12,391 Thereafter 82,106 Total lease income $ 137,865 10. Stock-Based Compensation In May 2023, 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”). As of June 30, 2024, the remaining aggregate number of shares available for future grants under the Amended 2015 Plan was 8,726,346 . The Amended 2015 Plan provides for the grant of stock-based awards, including nonqualified stock options, incentive stock options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights and other equity securities to 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. Restricted Stock Units Beginning in March 2024, the RSUs granted to employees for service generally vest over three years , with 34 % vesting on the first anniversary of the grant date and the remainder vesting ratably on a quarterly basis thereafter, subject to continued employment. RSUs granted prior to March 2024 generally vest over four years , 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. Some RSUs granted to employees for performance vest upon the completion of defined performance goals, subject to continued employment. The RSUs granted to non-employee members of the Board of 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, with the remaining 50 % vesting quarterly thereafter through the second anniversary of the grant date. The Company’s RSUs are classified as equity awards because the RSUs will be settled in the Company’s common stock upon vesting. The fair value of the RSUs is determined based on the closing price of the Company’s common stock on the date of grant. The related compensation expense as of the grant date is then recognized over the service period, or shorter periods based on the retirement eligibility of grantees, based on the number of shares expected to vest. The fair value of the awards is not remeasured at the end of each reporting period. RSUs do not carry voting rights until they are vested, although certain unvested RSUs are entitled to accrue dividend equivalent rights, and shares (including additional shares issuable upon satisfaction of any accrued dividend equivalent rights) are issued upon settlement in accordance with the terms of the award. 14 RSU Summary The following tables summarize the Company’s RSU activity: Shares Underlying RSUs Weighted- Average Grant Date Fair Value Per RSU (In thousands) Outstanding at December 31, 2023 2,795 $ 40.24 Granted 2,361 30.31 Forfeited ( 33 ) 40.42 Released ( 779 ) 49.62 Outstanding at June 30, 2024 4,344 $ 33.15 Vested and unreleased at June 30, 2024 (1) 684 Shares Underlying RSUs Weighted- Average Grant Date Fair Value Per RSU (In thousands) Outstanding at December 31, 2022 2,970 $ 31.60 Granted 1,055 59.57 Forfeited ( 32 ) 42.89 Released ( 793 ) 36.88 Outstanding at June 30, 2023 3,200 $ 39.38 Vested and unreleased at June 30, 2023 (1) 793 (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 settled, meaning that the underlying shares of common stock had not been issued and released. Service-Based RSUs The majority of the annual compensation the Company provides to non-employee members of its Board of Directors is paid in the form of RSUs. Some members of the Company’s Board of Directors may elect to receive the remainder of their annual compensation, or a portion thereof, in the form of RSUs. An aggregate amount of approximately 54,000 and 47,000 service-based RSUs were granted to the non-employee members of the Company’s Board of Directors as a result of these payments and elections during the six months ended June 30, 2024 and 2023, respectively, with an estimated grant date fair value of $ 2.1 million and $ 2.4 million, respectively. During the six months ended June 30, 2024 and 2023, the Company granted approximately 1,446,000 and 626,000 service-based RSUs, respectively, to its employees, with an estimated aggregate grant date fair value of $ 43.1 million and $ 37.9 million, respectively. Performance-Based RSUs In March 2024 and 2023, the Company granted approximately 461,000 and 193,000 annual incentive, performance-based RSUs, respectively, to the Company’s executives and employees (the “Bonus RSUs”), with an estimated grant date fair value of $ 13.7 million and $ 11.9 million, respectively. Vesting of the Bonus RSUs is 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 2024 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 2024 Bonus RSUs will vest, subject to continued employment, in March 2025. Substantially all of the 2023 Bonus RSUs vested in March 2024 upon the determination of the level of achievement of the performance goals. Additionally, during the six months ended June 30, 2024 and 2023, the Company granted approximately 303,000 and 134,000 long-term, performance-based RSUs, respectively, to the Company’s executives (the “Executive RSUs”). The estimated aggregate grant date fair value of the Executive RSU grants was $ 9.0 million and $8.2 million during the six months ended June 30, 2024 and 2023, respectively. Vesting of the Executive RSUs is dependent upon the Company’s achievement of defined performance goals over a two-year period. The vesting of the March 2023 Executive RSUs will ultimately range from 0 % to 15 150 % of the number of shares underlying the Executive RSUs granted, and the vesting of the March 2024 Executive RSUs will ultimately range from 0% to 200% of the number of shares underlying the Executive RSUs granted, in each case based on the level of achievement of the performance goals. If the Company achieves the performance goals, 50 % of the number of Executive RSUs earned based on performance 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, which may be accelerated based on the retirement eligibility of grantees. During March 2024 and 2023, the Company awarded approximately 83,000 and 55,000 additional shares, respectively, related to long-term, performance-based RSUs granted to the Company’s executives in 2022 and 2021, respectively, for over-achievement of performance targets for the performance periods ended December 31, 2023 and 2022, respectively. Stock Option Awards Stock option awards granted to employees generally (i) have a term of ten years , (ii) vest over four years 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 market value of the underlying shares at the date of grant. The fair value of stock options was determined at the grant date using the Black-Scholes option pricing model. Option Summary 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, 2023 676 $ 11.55 2.39 $ 20,036 Exercised ( 273 ) 9.54 $ 5,097 Options outstanding and exercisable at June 30, 2024 403 $ 12.92 2.48 $ 5,530 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, 2022 1,185 $ 9.97 2.64 $ 49,094 Cancelled or expired ( 4 ) 10.25 Exercised ( 479 ) 7.67 $ 26,151 Options outstanding and exercisable at June 30, 2023 702 $ 11.53 2.91 $ 35,534 11. Acquisition of Satelles On April 1, 2024, the Company closed its acquisition of Satelles, Inc., a provider of satellite-based time and location services that complement and protect GPS and other GNSS systems. This acquisition is intended to support the Company’s long-term business objectives. Subject to the terms and conditions of the merger agreement underlying the transaction, Satelles was merged with a subsidiary of the Company, with Satelles as the surviving entity, now a direct and indirect wholly owned subsidiary of the Company. The acquisition date fair value of the consideration paid to acquire the remaining 80.5 % of the outstanding shares and voting interest of Satelles that was not previously owned by the Company was approximately $ 125.5 million. The purchase price allocation, including valuation of intangible assets, is preliminary. 16 The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date: April 1, 2024 Fair Value Useful Life (In thousands) Cash $ 14,738 Other current assets 1,901 Customer relationships 57,000 12 years Other noncurrent assets 5,041 Goodwill 100,333 Total identifiable assets acquired 179,013 Liabilities assumed ( 13,821 ) Net identifiable assets acquired $ 165,192 The customer relationships recognized were determined to have an economic life of 12 years. The Company will amortize the customer relationships over their useful lives, utilizing the economic benefit model. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Satelles. None of the goodwill is expected to be deductible for income tax purposes. As of June 30, 2024, there were no changes in the recognized amounts of goodwill resulting from the acquisition of Satelles. The Company incurred $ 2.4 million of acquisition related costs that were expensed in the six months ended June 30, 2024. These costs are included within selling, general, and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss). The amounts of revenue and earnings of Satelles included in the Company’s condensed consolidated statements of operations and comprehensive income (loss), excluding the impact of the Company’s remeasurement of its prior equity interest in Satelles, from the acquisition date to June 30, 2024 are as follows: Three Months Ended June 30, 2024 (In thousands) Revenue $ 2,670 Net income (loss) ( 4,793 ) The following unaudited pro forma data summarizes the results of operations for the periods indicated as if the acquisition of Satelles had been completed as of the beginning of the comparable prior annual reporting period. The unaudited pro forma data gives effect to actual operating results prior to the acquisition, adjusted to include the pro forma effect of amortization of intangibles and the elimination of intercompany sales and acquisition costs. These pro forma amounts are not intended to be indicative of the results that would have actually been obtained if the acquisition had occurred as of the beginning of the comparable prior annual reporting period or that may be obtained in the future. Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands) (In thousands) Revenue $ 201,067 $ 195,466 $ 406,792 $ 403,406 Net income (loss) 14,222 ( 35,179 ) 26,215 ( 17,325 ) Prior to the acquisition date, the Company accounted for its 19.5 % interest in Satelles as an equity-method investment. The acquisition-date fair value of the previous equity interest was $ 39.7 million and is included in the measurement of the consideration transferred. The Company recognized a gain of $ 19.8 million as a result of remeasuring its prior equity interest in Satelles held before the business combination. The gain is included within gain (loss) from equity method investments in the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2024. 12. Income Taxes Income before income taxes and gain on equity method investments was $ 19.2 million and $ 48.4 million for the three and six months ended June 30, 2024, respectively, while the income tax expense was $ 4.6 million and $ 12.5 million for the three and six months ended June 30, 2024, respectively. The effective tax rate was 23.8 % and 25.8 % for the three and six months ended 17 June 30, 2024, respectively, which differed from the federal statutory rate of 21 %, primarily due to the discrete tax expense associated with stock compensation and nondeductible executive compensation, which was partially offset by the deduction for foreign derived intangible income. Loss before income taxes and loss on equity method investments was $ 34.3 million and $ 28.8 million for the three and six months ended June 30, 2023, respectively, while the income tax benefit was $ 5.2 million and $ 10.7 million for the three and six months ended June 30, 2023, respectively. The effective tax rate was 15.2 % and 37.0 % for the three and six months ended June 30, 2023, respectively, which differed from the federal statutory rate of 21 %, primarily due to tax expense associated with nondeductible executive compensation and non-creditable foreign taxes, which was partially offset by U.S. tax credits and a discrete tax benefit associated with stock compensation. 13. Related Party Transactions Aireon LLC and Aireon Holdings LLC The Company’s satellite constellation hosts the Aireon ® system. The Aireon system was developed by Aireon LLC, which the Company formed in 2011, and which received subsequent investments from several air navigation service providers (“ANSPs”) to provide a global air traffic surveillance service through a series of automatic dependent surveillance-broadcast (“ADS-B”) receivers on the Company’s satellites. Aireon has contracted to offer this service to ANSPs, which use the service to provide improved air traffic control services over the oceans, as well as polar and remote regions. Aireon also markets its data and services to airlines and other commercial users. The Company and the other Aireon investors hold their interests in Aireon Holdings LLC (“Aireon Holdings”) through an amended and restated LLC agreement (“Aireon Holdings LLC Agreement”). Aireon Holdings holds 100% of the membership interests in Aireon, which is the operating entity. In June 2022, the Company entered into a subscription agreement with Aireon Holdings and invested $ 50.0 million for a preferred membership interest of approximately 6 % preferred membership interest. The Company’s investment in Aireon Holdings is accounted for as an equity method investment. The carrying value of the Company’s investment in Aireon was $ 42.8 million and $ 44.6 million as of June 30, 2024 and December 31, 2023, respectively. The investments made by the Company in Aireon Holdings prior to June 2022 had previously been written down to a carrying value of zero. At each of June 30, 2024 and December 31, 2023, the Company’s fully diluted ownership stake in Aireon Holdings was approximately 39.5 %, which is subject to partial future redemption under provisions contained in the Aireon Holdings LLC Agreement. Under the agreements with Aireon, Aireon will pay the Company fees of $ 200.0 million to host the ADS-B receivers, of which $ 102.5 million had been paid as of June 30, 2024. These fees are recognized over the estimated useful life of the Company’s satellites, which is expected to result in revenue of approximately $9.3 million per year, following the change in estimate of the useful lives of the satellites that occurred in the fourth quarter of 2023. The Company recognized $ 2.3 million and $ 4.0 million of hosting fee revenue for the three months ended June 30, 2024 and 2023, respectively, and $ 4.6 million and $ 8.0 million for the six months ended June 30, 2024 and 2023, respectively. Deferred hosting fee revenue totaled $5.4 million as of June 30, 2024. Additionally, Aireon pays power and data services fees of approximately $ 23.5 million per year, in the aggregate for the delivery of air traffic surveillance data over the Iridium ® system. The Company recorded $ 5.9 million of power and data service fee revenue from Aireon for each of the three months ended June 30, 2024 and 2023, and $ 11.7 million for each of the six months ended June 30, 2024 and 2023. Under two services agreements, the Company also provides Aireon with administrative services and support services, the fees for which are paid monthly. Aireon receivables due to the Company under these two agreements totaled $ 2.1 million and $ 2.2 million as of June 30, 2024 and December 31, 2023, respectively. The Company and the other Aireon investors have agreed to participate pro-rata, based on their fully diluted ownership stakes, in funding an investor bridge loan to Aireon. The Company’s maximum funding commitment for the bridge loan is $ 11.9 million. No bridge loan amounts were outstanding as of June 30, 2024 or December 31, 2023. 14. Net Income (Loss) Per Share The Company calculates basic net income (loss) per share by dividing net income (loss) 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) shares of 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. 18 The following table summarizes the computations of basic and diluted net income (loss) per share: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands, except per share data) Numerator: Net income (loss) - basic and diluted $ 32,336 $ ( 30,741 ) 51,989 ( 20,966 ) Denominator: Weighted average common shares — basic 120,612 126,239 121,877 126,569 Dilutive effect of stock options 207 — 271 — Dilutive effect of RSUs 423 — 555 — Weighted average common shares — diluted 121,242 126,239 122,703 126,569 Net income (loss) per share - basic $ 0.27 $ ( 0.24 ) $ 0.43 $ ( 0.17 ) Net income (loss) per share - diluted $ 0.27 $ ( 0.24 ) $ 0.42 $ ( 0.17 ) The following table presents the incremental number of shares underlying stock options and RSUs outstanding with anti-dilutive effects: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands) (In thousands) Performance-based RSUs — 82 — 202 Service-based RSUs — 620 — 676 Stock options — 491 — 594 19