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Published: 2023-10-19 07:01:09 ET
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irdm-20230930
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
 
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2023
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-33963  
Iridium Communications Inc.
(Exact name of registrant as specified in its charter)
DE26-1344998
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
1750 Tysons Boulevard, Suite 1400, McLean, VA 22102
(Address of principal executive offices, including zip code)
703-287-7400
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, $0.001 par valueIRDMThe Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
Large Accelerated Filerx  Accelerated Filer¨
Non-Accelerated Filer¨ Smaller Reporting Company¨
  Emerging Growth Company¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  x
The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of October 12, 2023 was 123,850,566.


IRIDIUM COMMUNICATIONS INC.
TABLE OF CONTENTS
 
Item No.     Page
    
  
     
    
     
   
     
   
     
   
     
   
     
ITEM  2.  
     
ITEM  3.  
     
ITEM  4.  
    
  
     
ITEM  1.  
     
ITEM  1A.  
     
ITEM  2.  
     
ITEM  3.  
     
ITEM  4.  
     
ITEM  5.  
     
ITEM  6.  
     
   

2

PART I.
Iridium Communications Inc.
Condensed Consolidated Balance Sheets
(In thousands, except per share data)
 September 30,
2023		December 31, 2022
(Unaudited) 
Assets  
Current assets:
Cash and cash equivalents$67,877 $168,770 
Accounts receivable, net100,718 82,273 
Inventory71,136 39,776 
Prepaid expenses and other current assets13,200 15,385 
Total current assets252,931 306,204 
Property and equipment, net2,229,188 2,433,305 
Equity method investments68,863 49,853 
Other assets113,325 122,072 
Intangible assets, net41,407 42,577 
Total assets$2,705,714 $2,954,011 
Liabilities and stockholders’ equity  
Current liabilities:  
Short-term secured debt$11,250 $16,500 
Accounts payable14,440 21,372 
Accrued expenses and other current liabilities59,235 67,963 
Deferred revenue34,078 35,742 
Total current liabilities119,003 141,577 
Long-term secured debt, net1,470,674 1,470,685 
Deferred income tax liabilities, net131,587 151,569 
Deferred revenue, net of current portion42,530 45,265 
Other long-term liabilities16,918 16,360 
Total liabilities1,780,712 1,825,456 
Commitments and contingencies
Stockholders’ equity:  
Common stock, $0.001 par value, 300,000 shares authorized, 123,821 and 125,902 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively
124 126 
Additional paid-in capital1,105,245 1,124,610 
Accumulated deficit(233,593)(47,744)
Accumulated other comprehensive income, net of tax53,226 51,563 
Total stockholders’ equity925,002 1,128,555 
Total liabilities and stockholders’ equity$2,705,714 $2,954,011 










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 September 30,Nine Months Ended
September 30,
 2023202220232022
Revenue:
Services$151,950 $138,977 $436,441 $397,947 
Subscriber equipment20,422 27,959 89,474 95,462 
Engineering and support services25,230 17,124 70,068 33,789 
Total revenue197,602 184,060 595,983 527,198 
Operating expenses:  
Cost of services (exclusive of depreciation and amortization)41,394 34,378 113,431 83,796 
Cost of subscriber equipment12,823 18,406 56,075 60,382 
Research and development5,037 4,865 14,541 10,470 
Selling, general and administrative33,368 32,140 109,391 86,905 
Depreciation and amortization76,825 76,397 267,213 227,739 
Total operating expenses169,447 166,186 560,651 469,292 
Operating income28,155 17,874 35,332 57,906 
Other expense, net:  
Interest expense, net(34,660)(17,632)(71,273)(46,989)
Other income (expense), net343 (146)981 (374)
Total other expense, net(34,317)(17,778)(70,292)(47,363)
Income (loss) before income taxes(6,162)96 (34,960)10,543 
Income tax benefit (expense)6,009 2,053 16,673 (1,013)
Loss on equity method investments(1,489)— (4,321)— 
Net income (loss)$(1,642)$2,149 $(22,608)$9,530 
Weighted average shares outstanding - basic125,176 127,697 126,100 128,800 
Weighted average shares outstanding - diluted125,176 129,075 126,100 130,284 
Net income (loss) attributable to common stockholders per share - basic and diluted$(0.01)$0.02 $(0.18)$0.07 
Comprehensive income (loss):
Net income (loss)$(1,642)$2,149 $(22,608)$9,530 
Foreign currency translation adjustments(712)(366)(753)115 
Unrealized gain on cash flow hedges, net of tax (see Note 6)
2,011 25,537 2,416 63,971 
Comprehensive income (loss)$(343)$27,320 $(20,945)$73,616 















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 September 30, 2023Three Months Ended September 30, 2022
Common StockAdditional Paid-In CapitalAccumulated DeficitAccumulated
Other Comprehensive Income		Total Stockholders’ EquityCommon StockAdditional Paid-In Capital
Retained Earnings (Accumulated Deficit)
Accumulated
Other Comprehensive Income		Total Stockholders’ Equity
SharesAmountSharesAmount
Balances at beginning of period125,045 $125 $1,118,623 $(170,482)$51,927 $1,000,193 127,179 $127 $1,128,103 $21,011 $31,863 $1,181,104 
Stock-based compensation— — 17,654 — — 17,654 — — 15,573 — — 15,573 
Stock options exercised and awards vested213 — 72 — — 72 344 — 1,903 — — 1,903 
Stock withheld to cover employee taxes(14)— (727)— — (727)(13)— (574)— — (574)
Repurchases and retirements of common stock(1,423)(1)(13,904)(61,469)— (75,374)(1,751)(1)(19,305)(60,923)— (80,229)
Dividends— — (16,473)— — (16,473)— — — — — — 
Cumulative translation adjustments— — — — (712)(712)— — — — (366)(366)
Unrealized gain on cash flow hedges, net of tax— — — — 2,011 2,011 — — — — 25,537 25,537 
Net income (loss)
— — — (1,642)— (1,642)— — — 2,149 — 2,149 
Balances at end of period123,821 $124 $1,105,245 $(233,593)$53,226 $925,002 125,759 $126 $1,125,700 $(37,763)$57,034 $1,145,097 


Nine Months Ended September 30, 2023Nine Months Ended September 30, 2022
Common StockAdditional Paid-In CapitalAccumulated DeficitAccumulated
Other Comprehensive Income		Total Stockholders’ EquityCommon StockAdditional Paid-In Capital
Retained Earnings (Accumulated Deficit)
Accumulated
Other Comprehensive Income (Loss)		Total Stockholders’ Equity
SharesAmountSharesAmount
Balances at beginning of period125,902 $126 $1,124,610 $(47,744)$51,563 $1,128,555 131,342 $131 $1,154,058 $140,810 $(7,052)$1,287,947 
Stock-based compensation— — 50,761 — — 50,761 — — 34,952 — — 34,952 
Stock options exercised and awards vested1,485 1 3,749 — — 3,750 1,080 1 2,572 — — 2,573 
Stock withheld to cover employee taxes(144)— (8,644)— — (8,644)(117)— (4,598)— — (4,598)
Repurchases and retirements of common stock(3,422)(3)(31,895)(163,241)— (195,139)(6,546)(6)(61,284)(188,103)— (249,393)
Dividends— — (33,336)— — (33,336)— — — — — — 
Cumulative translation adjustments— — — — (753)(753)— — — — 115 115 
Unrealized gain on cash flow hedges, net of tax— — — — 2,416 2,416 — — — — 63,971 63,971 
Net income (loss)— — — (22,608)— (22,608)— — — 9,530 — 9,530 
Balances at end of period123,821 $124 $1,105,245 $(233,593)$53,226 $925,002 125,759 $126 $1,125,700 $(37,763)$57,034 $1,145,097 












See notes to unaudited condensed consolidated financial statements.
5

Iridium Communications Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 Nine Months Ended September 30,
20232022
Cash flows from operating activities:
Net income (loss)$(22,608)$9,530 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Deferred income taxes(20,753)(286)
Depreciation and amortization267,213 227,739 
Stock-based compensation (net of amounts capitalized)45,502 31,626 
Amortization of deferred financing fees3,142 3,488 
All other items, net4,705 450 
Changes in operating assets and liabilities:
Accounts receivable(18,675)(23,109)
Inventory(30,979)(9,642)
Prepaid expenses and other current assets1,869 (1,860)
Other assets2,449 1,989 
Accounts payable(9,147)13,071 
Accrued expenses and other current liabilities9,371 (598)
Deferred revenue(3,122)4,870 
Other long-term liabilities(1,861)(2,810)
Net cash provided by operating activities227,106 254,458 
Cash flows from investing activities:  
Capital expenditures(57,285)(44,756)
Investment in related party(10,000)(50,000)
Net cash used in investing activities(67,285)(94,756)
Cash flows from financing activities:  
Borrowings under the Term Loan63,940 — 
Payments on the Term Loan(72,315)(12,375)
Repurchases of common stock(195,139)(249,393)
Payment of deferred financing fees(1,164)— 
Proceeds from exercise of stock options3,750 2,573 
Tax payment upon settlement of stock awards(8,644)(4,598)
Payment of common stock dividends(48,799)— 
Net cash used in financing activities(258,371)(263,793)
Effect of exchange rate changes on cash and cash equivalents, and restricted cash(2,343)1,940 
Net decrease in cash and cash equivalents, and restricted cash(100,893)(102,151)
Cash, cash equivalents, and restricted cash, beginning of period168,770 320,913 
Cash, cash equivalents, and restricted cash, end of period$67,877 $218,762 
Supplemental cash flow information:
Interest paid, net of amounts capitalized$72,514 $45,236 
Income taxes paid, net$2,852 $1,332 
Supplemental disclosure of non-cash investing and financing activities:  
Property and equipment received but not paid$5,051 $4,282 
Dividends declared but not paid$1,087 $— 
Capitalized stock-based compensation$5,259 $3,326 






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, 2022, as filed with the SEC on February 16, 2023.
2. Significant Accounting Policies
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 September 30, 2023 and December 31, 2022: (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 may include money market funds, commercial paper and short-term U.S. agency securities. The Company also classifies its derivative financial instruments as Level 2. The Company did not hold any Level 3 assets as of September 30, 2023 or December 31, 2022. In determining fair value, 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.
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 assets also include any lease payments made and exclude lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
7

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. 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.
Inventory
Inventory consists primarily of finished goods and raw materials from third-party manufacturers. The Company outsources manufacturing of subscriber equipment to third-party manufacturers 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 weighted 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 the subscriber equipment.
The following table summarizes the Company’s inventory balances:
 September 30, 2023December 31, 2022
 (In thousands)
Finished goods$41,382 $17,964 
Raw materials30,759 23,014 
Inventory valuation reserve(1,005)(1,202)
Total$71,136 $39,776 
Property and Equipment
The Company assesses its long-lived assets for impairment when indicators of impairment are present. During the quarter ended June 30, 2023, the Company launched five of its remaining six ground spare satellites. Following completion of successful on-orbit testing of the five launched satellites, the Company has no plans to use, develop or launch the remaining ground spare. As the Company believed the construction-in-progress associated with the remaining ground spare satellite would no longer be used, the Company wrote off the full amount remaining in construction-in-progress for that satellite by recording accelerated depreciation expense of $37.5 million in the second quarter of 2023. This reflects the Company’s updated estimate of the useful life from 12.5 years to zero for the remaining ground spare. There were no similar write-offs in 2022.
Commitments
During 2022, the Company entered into agreements with Space Exploration Technology Corp. and Thales Alenia Space France for services in connection with the launch of the Company’s five ground spare satellites referenced above. The contract price under these agreements was approximately $40.0 million in the aggregate. As of September 30, 2023, the Company had made all payments related to these services, which costs were capitalized as construction in progress within property and equipment, net in the accompanying condensed consolidated balance sheets.
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 current liabilities and other assets. 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, 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

3. Cash and Cash Equivalents
Cash and Cash Equivalents
The following table presents the Company’s cash and cash equivalents balances:
September 30, 2023December 31, 2022Recurring Fair
Value Measurement
 (In thousands) 
Cash and cash equivalents: 
Cash$15,676 $16,247  
Money market funds52,201 152,523 Level 2
Total cash and cash equivalents$67,877 $168,770  
4. Leases
Lessor Arrangements
Operating leases in which the Company is a lessor consist primarily of hosting agreements with Aireon LLC (“Aireon”) (see Note 12) and L3Harris Technologies, Inc. (“L3Harris”) for space on the Company’s satellites. These agreements provide for a fee that will be recognized over the life of the satellites, currently estimated to be approximately 12.5 years from their respective in-service dates. Lease income related to these agreements was $5.4 million for each of the three months ended September 30, 2023 and 2022, and $16.1 million for each of the nine months ended September 30, 2023 and 2022. 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.
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 September 30, 2023, exclusive of the $16.1 million recognized during the nine months ended September 30, 2023, by year and in the aggregate:
Year Ending December 31,Amount
(In thousands)
2023$5,361 
202421,445 
202521,445 
202621,445 
202721,445 
   Thereafter56,017 
Total lease income$147,158 
5. Debt
Term Loan and Revolving Facility
On September 20, 2023, pursuant to an amended and restated credit agreement (the “Credit Agreement”), the Company refinanced its previously existing term loan resulting in total borrowing of $1,500.0 million (as so amended and restated, the “Term Loan”) and an accompanying $100.0 million revolving loan (the “Revolving Facility”). The Term Loan was issued at a price equal to 99.75% of its face value and bears interest at an annual rate equal to the Secured Overnight Financing Rate (“SOFR”) plus 2.5%, with a 0.75% SOFR floor. The maturity date of the Term Loan is in September 2030. Interest is paid monthly on the last business day of the month. The Revolving Facility bears interest at the same rate (but without a SOFR floor) if and as drawn, with no original issue discount, a commitment fee of 0.5% per year on the undrawn amount, which will be reduced to 0.375% if the Company has a consolidated first lien net leverage ratio (as defined in the Credit Agreement) of less than 3.5 to 1, and a maturity date in September 2028. Principal payments, payable quarterly, beginning with the quarter ending March 31, 2024, will be $15.0 million per annum (equal to one percent of the full principal amount of the Term Loan), with the remaining principal due upon maturity.
The Company paid $3.8 million of original issuance costs to refinance the Term Loan in September 2023, which were deferred and will be amortized over the extended term. Lenders making up approximately $16.8 million of the Term Loan did not participate in the refinancing. Those portions of the Term Loan were replaced by new or existing lenders. This resulted in an immaterial loss on extinguishment of debt during the three months ended September 30, 2023, as the Company wrote off the unamortized debt issuance costs related to the lenders who were fully repaid in exchange of principal. The Company deferred an additional $1.2 million of third-party fees associated with the refinancing of the Term Loan and the Revolving Facility.
9

As of September 30, 2023 and December 31, 2022, the Company reported an aggregate of $1,500.0 million and $1,504.6 million in borrowings under the Term Loan, respectively. These amounts do not include $18.1 million and $17.4 million of net unamortized deferred financing costs as of September 30, 2023 and December 31, 2022, respectively. The net principal balance in borrowings in the accompanying consolidated balance sheets as of September 30, 2023 and December 31, 2022 amounted to $1,481.9 million and $1,487.2 million, respectively. As of September 30, 2023 and December 31, 2022, based upon recent trading prices (Level 2 - market approach), the fair value of the Company’s borrowings under the Term Loan was $1,499.1 million and $1,494.3 million, respectively.
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, 2022, the Company was below the specified leverage ratio, and a mandatory prepayment sweep was therefore, not required. The Credit Agreement permits repayment, prepayment, and repricing transactions, subject, in the case of the Term Loan, to a 1% penalty in the event the Term Loan is prepaid or repriced within the first six months from the refinancing date.
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 Company was in compliance with all covenants as of September 30, 2023.
Interest on Debt
Total interest incurred includes amortization of deferred financing fees and capitalized interest. The Company incurred third-party financing costs of $15.9 million in connection with the refinancing of the Term Loan in September 2023, of which $14.7 million was expensed. The amounts expensed are included within interest expense on the condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2023. There were no such costs incurred during the three and nine months ended September 30, 2022. The following table presents the interest and amortization of deferred financing fees related to the Term Loan:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
(In thousands)(In thousands)
Total interest incurred$37,277 $19,844 $80,584 $51,076 
Amortization of deferred financing fees$1,087 $1,211 $3,327 $3,593 
Capitalized interest$1,121 $725 $3,847 $1,589 
As of September 30, 2023 and December 31, 2022, accrued interest on the Term Loan was $0.7 million and $0.3 million, respectively.
6. 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 hedging instruments. 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. In December 2022, the Company modified the Cap to replace the LIBOR base rate with SOFR, consistent with a prior amendment to the Term Loan. With the change from LIBOR to SOFR, the Company received a credit risk adjustment of 0.064%. The modified Cap now provides the Company with the right to receive payment from the counterparty if one-month SOFR exceeds 1.436%. Prior to the modification the Company received payment under the terms of the Cap if one-month LIBOR exceeded 1.5%. 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 September 30, 2023 and December 31, 2022.
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The Cap, which was not affected by the refinancing of the Term Loan in September 2023, 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 is 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 September 30, 2023 and December 31, 2022, the Company had an asset balance of $93.3 million and $92.3 million, respectively, for the fair value of the Cap and a liability balance of $9.0 million and $11.0 million, respectively, for the fair value of the Cap premium. Both the Cap and the Cap premium are recorded net within other assets.
During each of the three and nine months ended September 30, 2023 and September 30, 2022, the Company collectively incurred $0.8 million and $2.5 million, respectively, in interest expense for the Cap premium. Interest expense was reduced by $9.6 million for the three months ended September 30, 2023 and $26.3 million for the nine months ended September 30, 2023, and by $1.8 million for both the three and nine months ended September 30, 2022, 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 derivative instruments that the Company recorded in its condensed consolidated statements of operations and comprehensive income:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
(In thousands)(In thousands)
Unrealized gain, net of tax$2,011 $25,537 $2,416 $63,971 
Tax expense
$621 $7,740 $761 $19,392 
7. 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 September 30, 2023, the remaining aggregate number of shares available for future grants under the Amended 2015 Plan was 13,030,297. 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
The RSUs granted to employees for service 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
11

vesting. The fair value of the RSUs is determined at the grant date based on the closing price of the Company’s common stock on the date of grant. The related compensation expense is recognized over the service period, or shorter periods based on the retirement eligibility of certain grantees, 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 RSUs do not carry voting rights until they are vested, but certain unvested RSUs are entitled to accrue dividends, and shares are issued upon settlement in accordance with the terms of the award.
RSU Summary
The following tables summarize the Company’s RSU activity:
Shares Underlying RSUsWeighted-
Average
Grant Date
Fair Value
Per RSU
 (In thousands) 
Outstanding at December 31, 20222,970 $31.60 
Granted1,102 59.20 
Forfeited(43)44.15 
Released(999)37.37 
Outstanding at September 30, 20233,030 $39.52 
Vested and unreleased at September 30, 2023 (1)
793  

Shares Underlying RSUsWeighted-
Average
Grant Date
Fair Value
Per RSU
 (In thousands) 
Outstanding at December 31, 20212,550 $25.80 
Granted1,491 40.02 
Forfeited(127)31.85 
Released(766)32.73 
Outstanding at September 30, 20223,148 $30.60 
Vested and unreleased at September 30, 2022 (1)
885 
(1)     These RSUs were granted to the Company’s Board of Directors as a part of their compensation for board and committee service, as detailed below, and had vested but had not yet settled, meaning that the underlying shares of common stock had not been issued and released pursuant to the terms of the applicable compensation program.
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. In addition, 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 53,000 and 57,000 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 nine months ended September 30, 2023 and 2022, respectively, with an estimated grant date fair value of $2.8 million and $2.2 million, respectively.
During the nine months ended September 30, 2023 and 2022, the Company granted approximately 667,000 and 1,012,000 service-based RSUs, respectively, to its employees, with an estimated aggregate grant date fair value of $39.9 million and $41.0 million, respectively.
Performance-Based RSUs
In March 2023 and 2022, the Company granted approximately 193,000 and 248,000 annual incentive, performance-based RSUs, respectively, to the Company’s executives and employees (the “Bonus RSUs”), with an estimated grant date fair value of $11.9 million and $9.7 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 2023 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 2023
12

Bonus RSUs will vest, subject to continued employment, in March 2024. Substantially all of the 2022 Bonus RSUs vested in March 2023 upon the determination of the level of achievement of the performance goals.
Additionally, in March 2023 and 2022, the Company granted approximately 134,000 and 167,000 long-term, performance-based RSUs, respectively, to the Company’s executives (the “Executive RSUs”). The estimated aggregate grant date fair value of the Executive RSUs for the 2023 and 2022 grants was $8.2 million and $6.5 million, 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 Executive RSUs will ultimately range from 0% to 150% of the number of shares underlying the Executive RSUs granted 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 certain grantees. During March 2023, the Company awarded approximately 55,000 additional shares related to performance-based RSUs granted to the Company’s executives in 2021 for over-achievement of performance targets for the performance period ended December 31, 2022. During March 2022, approximately 50,000 shares underlying performance-based RSUs granted to the Company’s executives in 2020 were forfeited due to performance targets not being fully achieved through the performance period ended December 31, 2021.
Stock Option Awards
The 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. The Company historically granted stock options to newly hired and promoted employees but now exclusively utilizes RSUs. The Company did not grant any stock options during the three and nine months ended September 30, 2023 or 2022.
Option Summary
A summary of the activity of the Company’s stock options is as follows:
SharesWeighted-
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, 20221,185 $9.97 2.64$49,094 
Cancelled or expired(4)10.25 
Exercised(486)7.72 $26,420 
Options outstanding and exercisable at September 30, 2023695 $11.54 2.66$23,616 

SharesWeighted-
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, 20211,681 $9.35 3.28$53,698 
Exercised(314)7.78 $11,244 
Forfeited(2)14.24 
Options outstanding at September 30, 20221,365 $9.70 2.81$47,312 
Options exercisable at September 30, 20221,345 $9.52 2.76$46,855 
Options exercisable and expected to vest at September 30, 20221,365 $9.70 2.81$47,310 
13

8. 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 September 30, 2023 and December 31, 2022. As of September 30, 2023 and December 31, 2022, there were no outstanding shares of preferred stock.
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 each of December 2022, May 2023, and September 2023 the Company’s Board of Directors approved a dividend of $0.13 per share of common stock. The dividends, which were paid on March 30, 2023, June 30, 2023, and September 29, 2023 to stockholders of record as of March 15, 2023, June 15, 2023, and September 15, 2023, respectively, resulted in total payments of $48.8 million for the nine months ended September 30, 2023. The Company’s liability related to dividends on common shares underlying unvested RSUs was $1.1 million as of September 30, 2023.
Share Repurchases and Retirement
To date, the Board of Directors has authorized the repurchase of up to $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.
The Company repurchased and subsequently retired 1.4 million and 3.4 million shares of its common stock during the three and nine months ended September 30, 2023, respectively, for a total purchase price of $73.8 million and $193.0 million, respectively, exclusive of $0.7 million and $1.2 million of related taxes incurred in for the three and nine months ended September 2023, respectively. In addition, in September 2023, the Company purchased 22,000 shares for $0.9 million, which were settled and retired in October 2023. As such, these shares are recorded as treasury stock as of September 30, 2023. The Company repurchased and subsequently retired 1.8 million and 6.5 million shares of its common stock during the three and nine months ended September 30, 2022, respectively, for a total purchase price of $76.5 million and $245.7 million, respectively. As of September 30, 2023, $385.7 million remained available and authorized for repurchase under this program through December 31, 2025.
9. Revenue
The following table summarizes the Company’s services revenue:
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
 (In thousands)(In thousands)
Commercial services revenue:
Voice and data $56,188 $50,256 $163,593 $143,621 
IoT data38,460 33,786 104,971 92,857 
Broadband15,782 13,589 43,258 37,200 
Hosted payload and other data15,020 14,846 45,119 44,769 
Total commercial services revenue125,450 112,477 356,941 318,447 
Government services revenue26,500 26,500 79,500 79,500 
Total services revenue$151,950 $138,977 $436,441 $397,947 
14

The following table summarizes the Company’s engineering and support services revenue:
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
 (In thousands)(In thousands)
Commercial$1,881 $1,783 $9,304 $4,280 
Government23,349 15,341 60,764 29,509 
Total engineering and support services revenue$25,230 $17,124 $70,068 $33,789 
Approximately 36% and 25% of the Company’s accounts receivable balance at September 30, 2023 and December 31, 2022, 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 $3.3 million and $5.5 million for the three months ended September 30, 2023 and 2022, respectively, and $25.1 million and $21.1 million for the nine months ended September 30, 2023 and 2022, 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:
September 30, 2023December 31, 2022
(In thousands)
Contract Assets:
Commissions$883 $1,258 
Other contract costs$2,029 $2,255 
10. Income Taxes
Loss before income taxes was $6.2 million and $35.0 million for the three and nine months ended September 30, 2023, respectively, while the income tax benefit was $6.0 million and $16.7 million for the three and nine months ended September 30, 2023, respectively. The effective tax rate was 97.5% and 47.7% for the three and nine months ended September 30, 2023, respectively, which differed from the federal statutory rate of 21% primarily due to a discrete tax benefit associated with stock compensation and U.S. tax credits, which were partially offset by tax expense associated with nondeductible executive compensation.
Income before income taxes was $0.1 million and $10.5 million for the three and nine months ended September 30, 2022, respectively, while the income tax benefit was $2.1 million for the three months ended September 30, 2022, and the income tax expense was $1.0 million for the nine months ended September 30, 2022. The effective tax rate for the three and nine months ended September 30, 2022, differed from the federal statutory rate of 21% primarily due to U.S. tax credits, a discrete tax benefit associated with stock compensation and a discrete tax benefit from the U.S. provision-to-return adjustment in the current period, partially offset by tax expense associated with nondeductible executive compensation and non-creditable foreign taxes.
11. Net Income (Loss) Per Share
The Company calculates basic net income (loss) per share by dividing net income (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 potential 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.
15

The following table summarizes the computations of basic and diluted net income (loss) per share:
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
 (In thousands, except per share data)
Numerator:
Net income (loss) - basic and diluted$(1,642)$2,149 (22,608)9,530 
Denominator:  
Weighted average common shares — basic125,176 127,697 126,100 128,800 
Dilutive effect of stock options— 921 — 974 
Dilutive effect of RSUs— 457 — 510 
Weighted average common shares — diluted125,176 129,075 126,100 130,284 
Net income (loss) per share - basic and diluted$(0.01)$0.02 $(0.18)$0.07 
The following table presents the incremental number of shares underlying stock options and RSUs outstanding with anti-dilutive effects:
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
 (In thousands)(In thousands)
Performance-based RSUs82 — 168 — 
Service-based RSUs500 — 655 — 
Stock options443 — 543 — 
12. 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. The Company and other Aireon investors hold their interests in Aireon Holdings LLC (“Aireon Holdings”) through an amended and restated LLC agreement (the “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 in exchange for an approximate 6% preferred membership interest. The Company’s investment in Aireon is accounted for as an equity method investment. The carrying value of the Company’s investment in Aireon was $45.7 million and $48.8 million at September 30, 2023 and December 31, 2022, respectively. The investments by the Company prior to June 2022 had previously been written down to a carrying value of zero.
At each of September 30, 2023 and December 31, 2022, 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.
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 an agreement with Aireon (the “Hosting Agreement”), Aireon will pay the Company fees of $200.0 million to host the ADS-B receivers, of which $86.5 million had been paid as of September 30, 2023. These fees will be recognized over the remaining useful life of the satellites, or approximately $16.0 million per year. Additionally, Aireon pays power fees of up to approximately $3.7 million per year. Aireon also pays data services fees of $19.8 million per year for the delivery of the air traffic surveillance data under a data transmission services agreement. Pursuant to ASU 2016-02, the Company considers the Hosting Agreement an operating lease. The Company recognized $4.0 million of hosting fee revenue for each of the three months ended September 30, 2023 and 2022 and $12.0 million for each of the nine months ended September 30, 2023 and 2022. Aireon receivables under the Hosting Agreement totaled $3.7 million as of September 30, 2023. There were no such receivables as of December 31, 2022. The Company recorded power and data service revenue from Aireon of $5.9 million for each of the three months ended September 30, 2023 and 2022 and $17.6 million for each of the nine months ended September 30, 2023 and 2022.
16

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 $2.3 million and $2.2 million as of September 30, 2023 and December 31, 2022, 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 $10.7 million. No bridge loan amounts were outstanding as of September 30, 2023 or December 31, 2022.
Satelles
In the first quarter of 2023, the Company entered into a stock purchase agreement with Satelles, Inc. (“Satelles”) and invested $10.0 million, in addition to its previous equity investment in Satelles. The Company’s fully diluted ownership stake in Satelles was approximately 19.5% as of September 30, 2023, and the investment in Satelles is now accounted for as an equity method investment. The carrying value of the Company’s equity investment in Satelles was approximately $22.3 million as of September 30, 2023.
17

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
You should read the following discussion along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on February 16, 2023 with the Securities and Exchange Commission, or the SEC, as well as our condensed consolidated financial statements included in this Form 10-Q.
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Such forward-looking statements include those that express plans, anticipation, intent, contingencies, goals, targets or future development or otherwise are not statements of historical fact. Without limiting the foregoing, the words “believe,” “anticipate,” “plan,” “expect,” “intend” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on our current expectations and projections about future events, and they are subject to risks and uncertainties, known and unknown, that could cause actual results and developments to differ materially from those expressed or implied in such statements. The important factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on February 16, 2023, could cause actual results to differ materially from those indicated by forward-looking statements made herein. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Overview of Our Business
We are engaged primarily in providing mobile voice and data communications services using a constellation of orbiting satellites. We are the only commercial provider of communications services offering true global coverage, connecting people, organizations and assets to and from anywhere, in real time. Our low-earth orbit, L-band satellite network provides reliable, weather-resilient communications services to regions of the world where terrestrial wireless or wireline networks do not exist or are limited, including remote land areas, open ocean, airways, the polar regions and regions where the telecommunications infrastructure has been affected by political conflicts or natural disasters.
We provide voice and data communications services to businesses, the U.S. and foreign governments, non-governmental organizations and consumers via our satellite network, which has an architecture of 66 operational satellites with in-orbit spares and related ground infrastructure. We utilize an interlinked mesh architecture to route traffic across the satellite constellation using radio frequency crosslinks between satellites. This unique architecture minimizes the need for ground facilities to support the constellation, which facilitates the global reach of our services and allows us to offer services in countries and regions where we have no physical presence. In May 2023, we launched five of our remaining six ground spare satellites, bringing our total number of in-orbit spares to 14.
We sell our products and services to commercial end-users through a wholesale distribution network, encompassing approximately 100 service providers, 295 value-added resellers, or VARs, and 90 value-added manufacturers, or VAMs, who either sell directly to the end user or indirectly through other service providers, VARs or dealers. These distributors often integrate our products and services with other complementary hardware and software and have developed a broad suite of applications using our products and services targeting specific lines of business.
In January 2023, we announced that we entered into an agreement with Qualcomm Technologies, Inc. to enable satellite messaging and emergency services in smartphones powered by Qualcomm’s Snapdragon® Mobile Platforms. This agreement is aimed to support our satellite services in a variety of smartphone brands and has the potential to expand our services to other consumer devices in the future.
As of September 30, 2023, we had approximately 2,236,000 billable subscribers worldwide, representing an increase of 13% from approximately 1,973,000 billable subscribers as of September 30, 2022. We have a diverse customer base, with end users in the following lines of business: land mobile, Internet of Things, or IoT, maritime, aviation and government.


18

Material Trends and Uncertainties
Our industry and customer base have historically grown as a result of:
•demand for remote and reliable mobile communications services;
•a growing number of new products and services and related applications;
•a broad wholesale distribution network with access to diverse and geographically dispersed niche markets;
•increased demand for communications services by disaster and relief agencies, and emergency first responders;
•improved data transmission speeds for mobile satellite service offerings;
•regulatory mandates requiring the use of mobile satellite services;
•a general reduction in prices of mobile satellite services and subscriber equipment; and
•geographic market expansion through the ability to offer our services in additional countries.
Nonetheless, we face a number of challenges and uncertainties in operating our business, including:
•our ability to maintain the health, capacity, control and level of service of our satellites;
•our ability to develop and launch new and innovative products and services;
•changes in general economic, business and industry conditions, including the effects of currency exchange rates;
•our reliance on a single primary commercial gateway and a primary satellite network operations center;
•competition from other mobile satellite service providers and, to a lesser extent, from the expansion of terrestrial-based cellular phone systems and related pricing pressures;
•market acceptance of our products;
•regulatory requirements in existing and new geographic markets;
•challenges associated with global operations, including as a result of conflicts in or affecting markets in which we operate;
•rapid and significant technological changes in the telecommunications industry;
•our ability to generate sufficient internal cash flows to repay our debt;
•reliance on our wholesale distribution network to market and sell our products, services and applications effectively;
•reliance on a global supply chain, including single-source suppliers for the manufacture of most of our subscriber equipment and for some of the components required in the manufacture of our end-user subscriber equipment and our ability to purchase component parts that are periodically subject to shortages resulting from surges in demand, natural disasters or other events; and
•reliance on a few significant customers, particularly agencies of the U.S. government, for a substantial portion of our revenue, as a result of which the loss or decline in business with any of these customers may negatively impact our revenue and collectability of related accounts receivable.

19

Comparison of Our Results of Operations for the Three Months Ended September 30, 2023 and 2022
Three Months Ended September 30,Change
2023% of Total Revenue2022% of Total Revenue
($ in thousands)DollarsPercent
Revenue:
Services$151,950 77 %$138,977 76 %$12,973 9 %
Subscriber equipment20,422 10 %27,959 15 %(7,537)(27)%
Engineering and support services25,230 13 %17,124 9 %8,106 47 %
Total revenue197,602 100 %184,060 100 %13,542 7 %
Operating expenses:
Cost of services (exclusive of depreciation
and amortization)41,394 21 %34,378 19 %7,016 20 %
Cost of subscriber equipment12,823 6 %18,406 10 %(5,583)(30)%
Research and development5,037 3 %4,865 3 %172 4 %
Selling, general and administrative33,368 17 %32,140 16 %1,228 4 %
Depreciation and amortization76,825 39 %76,397 42 %428 1 %
Total operating expenses169,447 86 %166,186 90 %3,261 2 %
Operating income
28,155 14 %17,874 10 %10,281 58 %
Other expense:
Interest expense, net(34,660)(17)%(17,632)(10)%(17,028)97 %
Other income (expense), net343 — %(146)— %489 (335)%
Total other expense, net(34,317)(17)%(17,778)(10)%(16,539)93 %
Income (loss) before income taxes(6,162)(3)%96 — %(6,258)(6,519)%
Income tax benefit
6,009 3 %2,053 1 %3,956 193 %
Loss on equity method investments(1,489)(1)%— — %(1,489)100 %
Net income (loss)$(1,642)(1)%$2,149 1 %$(3,791)(176)%


20

Revenue
Commercial Service Revenue 
Three Months Ended September 30,
20232022Change
Revenue
Billable
Subscribers (1)
ARPU (2)
Revenue
Billable
Subscribers (1)
ARPU (2)
RevenueBillable
Subscribers		ARPU
(Revenue in millions and subscribers in thousands)
Commercial services:
Voice and data$56.2 410 $46 $50.3 401 $42 $5.9 9 $4 
IoT data 38.5 1,667 7.90 33.8 1,412 8.24 4.7 255 (0.34)
Broadband (3)
15.8 16.5 322 13.6 14.7 315 2.2 1.8 7 
Hosted payload and other data15.0 N/A14.8 N/A0.2 N/A
Total commercial services$125.5 2,094 $112.5 1,828$13.0 266 
(1)Billable subscriber numbers shown are at the end of the respective period.
(2)Average monthly revenue per unit, or ARPU, is calculated by dividing revenue in the respective period by the average of the number of billable subscribers at the beginning of the period and the number of billable subscribers at the end of the period and then dividing the result by the number of months in the period. Billable subscriber and ARPU data is not applicable for hosted payload and other data service revenue items.
(3)Commercial broadband service consists of Iridium OpenPort® and Iridium Certus® broadband services.
For the three months ended September 30, 2023, total commercial services revenue increased $13.0 million, or 12%, from the prior year period primarily as a result of increases in voice and data, IoT and broadband. These increases were driven primarily by increases in billable subscribers across all commercial service lines and higher ARPU in commercial voice and data. Commercial voice and data revenue increased $5.9 million, or 12%, for the three months ended September 30, 2023, compared to the same period of the prior year, primarily due to an increase in ARPU resulting from certain price increases in access fees and increased volume across postpaid voice and data services. Commercial IoT revenue increased $4.7 million, or 14%, for the three months ended September 30, 2023, compared to the same period of the prior year, driven by an 18% increase in IoT billable subscribers primarily due to continued growth in consumer personal communications devices. The effect on revenue of increased subscribers was partially offset by a 4% reduction in IoT ARPU, primarily due to the shifting mix of subscribers using lower ARPU plans, including personal communications subscribers. Commercial broadband revenue increased $2.2 million, or 16%, for the three months ended September 30, 2023, compared to the prior year period, primarily due to a customer arrangement which resulted in recognition of approximately $1.5 million of revenue in the quarter. The increase was also related to a 12% increase in broadband billable subscribers. Hosted payload and other data service revenue remained relatively flat compared to the prior year period.
Government Service Revenue 
 Three Months Ended September 30,  
 20232022Change
Revenue
Billable
Subscribers (1)
Revenue
Billable
Subscribers (1)
RevenueBillable
Subscribers
(Revenue in millions and subscribers in thousands)
Government services$26.5 142$26.5 145$— (3)
(1)Billable subscriber numbers shown are at the end of the respective period.
We provide airtime and airtime support to U.S. government and other authorized customers pursuant to our Enhanced Mobile Satellite Services contract, or the EMSS Contract. Under the terms of this agreement, which we entered into in September 2019, authorized customers utilize specified Iridium® airtime services provided through the U.S. government’s dedicated gateway. The fee is not based on subscribers or usage, allowing an unlimited number of users access to these services. For the three months ended September 30, 2023, revenue was unchanged from the prior year period, in accordance with the contract.

21

Subscriber Equipment Revenue
Subscriber equipment revenue decreased by $7.5 million, or 27%, for the three months ended September 30, 2023, compared to the prior year period, primarily due to a decrease in sales volume of handsets and Short Burst Data® devices, including chipsets. We now expect equipment sales for the full year 2023 to be below the record levels we experienced in 2022 and to continue to moderate toward historical levels.
Engineering and Support Service Revenue
 Three Months Ended September 30, 
 20232022Change
 (In millions)
Commercial engineering and support services$1.9 $1.8 $0.1 
Government engineering and support services23.3 15.3 8.0 
Total engineering and support services$25.2 $17.1 $8.1 
Engineering and support service revenue increased by $8.1 million, or 47%, for the three months ended September 30, 2023, compared to the prior year period, primarily due to increased work under certain government contracts, primarily the contract awarded by the Space Development Agency, or the SDA. Based on the SDA contract, we expect engineering and support service revenue, as well as associated expenses, to be higher than prior years for the full year 2023 and throughout the life of the SDA contract.
Operating Expenses
Cost of Services (exclusive of depreciation and amortization)
Cost of services (exclusive of depreciation and amortization) includes the cost of network engineering and operations staff, including contractors, software maintenance, product support services and cost of services for government and commercial engineering and support service revenue.
Cost of services (exclusive of depreciation and amortization) increased by $7.0 million, or 20%, for the three months ended September 30, 2023 from the prior year period, primarily as a result of the increase in work under certain government projects, including the SDA contract as noted above.
Cost of Subscriber Equipment
Cost of subscriber equipment includes the direct costs of equipment sold, which consist of manufacturing costs, allocation of overhead, and warranty costs.
Cost of subscriber equipment decreased by $5.6 million, or 30%, for the three months ended September 30, 2023, compared to the prior year period primarily due to the decrease in volume of device sales, as described above. The percentage decrease in subscriber equipment costs exceeded the percentage decrease in subscriber equipment revenue primarily due to a decrease in inventory component costs and product mix.
Research and Development
Research and development expenses increased by $0.2 million, or 4%, for the three months ended September 30, 2023, compared to the prior year period based on increased spending on device-related features for our network.
Selling, General and Administrative
Selling, general and administrative expenses that are not directly attributable to the sale of services or products include sales and marketing costs, as well as employee-related expenses (such as salaries, wages, and benefits), legal, finance, information technology, facilities, billing and customer care expenses.
Selling, general and administrative expenses increased by $1.2 million, or 4%, for the three months ended September 30, 2023, compared to the prior year period, primarily due to personnel costs from increased headcount and higher employee stock-based compensation expense and professional fees, offset in part by a decrease in stock appreciation rights expense in the current year resulting from changes in our stock valuation between the years. We expect selling, general and administrative expense for the full year 2023 to be approximately 20% higher than the prior year due to higher incentive costs, including equity compensation costs and a larger workforce.
Depreciation and Amortization
Depreciation and amortization expense increased by $0.4 million compared to the prior year period as some of the on-orbit spares launched in the second quarter of 2023 were placed in to service in the third quarter.
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Other Expense
Interest Expense, Net
Interest expense, net increased $17.0 million, or 97%, for the three months ended September 30, 2023, compared to the prior year quarter. The increase resulted primarily from $14.7 million of fees incurred in connection with our Term Loan refinancing in September 2023.
Income Taxes
For the three months ended September 30, 2023, our income tax benefit was $6.0 million, compared to an income tax benefit of $2.1 million for the prior year period. The increase in income tax benefit is primarily related to a pre-tax book loss in 2023 compared to the prior year pre-tax book income, partially offset by decreased stock compensation tax benefit.
Loss on Equity Method Investments
For the three months ended September 30, 2023, our loss on equity method investments was $1.5 million. We did not record any gains or losses in the prior year period. The increase in loss reflects the portion of losses recorded on our equity method investments.
Net Income (Loss)
Net loss was $1.6 million for the three months ended September 30, 2023, compared to net income of $2.1 million for the prior year period. The change was primarily the result of the increase in interest expense for the repricing fees paid, as noted above.

Comparison of Our Results of Operations for the Nine Months Ended September 30, 2023 and 2022
Nine Months Ended September 30,Change
2023% of Total Revenue2022% of Total Revenue
($ in thousands)DollarsPercent
Revenue:
Services$436,441 73 %$397,947 76 %$38,494 10 %
Subscriber equipment89,474 15 %95,462 18 %(5,988)(6)%
Engineering and support services70,068 12 %33,789 6 %36,279 107 %
Total revenue595,983 100 %527,198 100 %68,785 13 %
Operating expenses:
Cost of services (exclusive of depreciation
and amortization)113,431 19 %83,796 16 %29,635 35 %
Cost of subscriber equipment56,075 9 %60,382 11 %(4,307)(7)%
Research and development14,541 2 %10,470 2 %4,071 39 %
Selling, general and administrative109,391 19 %86,905 17 %22,486 26 %
Depreciation and amortization267,213 45 %227,739 43 %39,474 17 %
Total operating expenses560,651 94 %469,292 89 %91,359 19 %
Operating income35,332 6 %57,906 11 %(22,574)(39)%
Other expense:
Interest expense, net(71,273)(12)%(46,989)(9)%(24,284)52 %
Other income (expense), net981 — %(374)— %1,355 (362)%
Total other expense, net(70,292)(12)%(47,363)(9)%(22,929)48 %
Income (loss) before income taxes(34,960)(6)%10,543 2 %(45,503)(432)%
Income tax benefit (expense)16,673 3 %(1,013)— %17,686 (1,746)%
Loss on equity method investments(4,321)(1)%— — %(4,321)100 %
Net income (loss)$(22,608)(4)%$9,530 2 %$(32,138)(337)%
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Revenue
Commercial Service Revenue 
Nine Months Ended September 30,
20232022Change
Revenue
Billable
Subscribers (1)
ARPU (2)
Revenue
Billable
Subscribers (1)
ARPU (2)
RevenueBillable
Subscribers		ARPU
(Revenue in millions and subscribers in thousands)
Commercial services:
Voice and data$163.6 410 $45 $143.6 401 $41 $20.0 9 $4 
IoT data 105.0 1,667 7.49 92.8 1,412 7.92 12.2 255 (0.43)
Broadband (3)
43.2 16.5 305 37.2 14.7 297 6.0 1.8 8 
Hosted payload and other data45.1 N/A44.8 N/A0.3 N/A
Total commercial services$356.9 2,094 $318.4 1,828$38.5 266 
(1)Billable subscriber numbers shown are at the end of the respective period.
(2)ARPU is calculated by dividing revenue in the respective period by the average of the number of billable subscribers at the beginning of the period and the number of billable subscribers at the end of the period and then dividing the result by the number of months in the period. Billable subscriber and ARPU data is not applicable for hosted payload and other data service revenue items.
(3)Commercial broadband service consists of Iridium OpenPort and Iridium Certus broadband services.
For the nine months ended September 30, 2023, total commercial services revenue increased $38.5 million, or 12%, from the prior year period primarily driven by increases in billable subscribers in voice and data, IoT and broadband. Commercial voice and data revenue increased $20.0 million, or 14%, from the prior year period primarily due to an increase in ARPU resulting from certain price increases in access fees and an increase in volume across all voice and data services. Commercial IoT revenue increased $12.2 million, or 13%, for the nine months ended September 30, 2023, compared to the prior year period, driven by an 18% increase in IoT billable subscribers primarily due to continued growth in consumer personal communications devices. The subscriber increase effect on revenue was partially offset by a 5% reduction in IoT ARPU, primarily due to the shifting mix of subscribers using lower ARPU plans, including personal communication subscribers. Commercial broadband revenue increased $6.0 million, or 16%, for the nine months ended September 30, 2023, compared to the prior year period, primarily due to the increase in broadband billable subscribers. Hosted payload and other data service revenue remained relatively flat compared to the prior year period.
Government Service Revenue 
 Nine Months Ended September 30,  
 20232022Change
Revenue
Billable
Subscribers (1)
Revenue
Billable
Subscribers (1)
RevenueBillable
Subscribers
(Revenue in millions and subscribers in thousands)
Government services$79.5 142$79.5 145$— (3)
(1)Billable subscriber numbers shown are at the end of the respective period.
We provide airtime and airtime support to the U.S. government and other authorized customers pursuant to our EMSS Contract. Under the terms of this agreement, which we entered into in September 2019, authorized customers utilize specified Iridium airtime services provided through the U.S. government’s dedicated gateway. The fee is not based on subscribers or usage, allowing an unlimited number of users access to these services. For the nine months ended September 30, 2023, revenue was unchanged from the prior year period, in accordance with the EMSS Contract.

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Subscriber Equipment Revenue
Subscriber equipment revenue decreased $6.0 million, or 6%, for the nine months ended September 30, 2023, compared to the prior year period, primarily due to a decrease in sales volume of Short Burst Data devices, including chipsets, offset in part by an increase in sales volume of handset devices. We now expect equipment sales for the full year 2023 to be below the record levels we experienced in 2022 and to continue to moderate toward historical levels.
Engineering and Support Service Revenue
 Nine Months Ended September 30, 
 20232022Change
 (In millions)
Commercial engineering and support services$9.3 $4.3 $5.0 
Government engineering and support services60.8 29.5 31.3 
Total engineering and support services$70.1 $33.8 $36.3 
Engineering and support service revenue increased $36.3 million, or 107%, for the nine months ended September 30, 2023 compared to the prior year period primarily due to increased work under certain government projects, including the SDA contract noted above. As noted above, we expect engineering and support service revenue, as well as associated expenses, to be generally higher than prior years for the full year 2023 and throughout the life of the SDA contract.
Operating Expenses
Cost of Services (exclusive of depreciation and amortization)
Cost of services (exclusive of depreciation and amortization) increased by $29.6 million, or 35%, for the nine months ended September 30, 2023 from the prior year period, primarily as a result of an increase in work under certain government engineering contracts, as noted above, and higher satellite operation costs.
Cost of Subscriber Equipment
Cost of subscriber equipment decreased $4.3 million, or 7%, for the nine months ended September 30, 2023, compared to the prior year period, which was in line with the change in equipment revenue for the same period.
Research and Development
Research and development expenses increased by $4.1 million, or 39%, for the nine months ended September 30, 2023 compared to the prior year period based on increased spending on device-related features for our network.
Selling, General and Administrative
Selling, general and administrative expenses increased by $22.5 million, or 26%, for the nine months ended September 30, 2023 compared to the prior year period, primarily due to higher management incentive, including equity compensation costs and an increase in headcount and professional fees. As noted above, we expect selling, general and administrative expense to increase by approximately 20% in 2023 compared to 2022, due primarily to stock-based compensation costs.
Depreciation and Amortization
Depreciation and amortization expense increased by $39.5 million, or 17%, compared to the prior year period primarily related to the write-off of the remaining ground spare satellite in the second quarter of 2023 following completion of on-orbit testing, which resulted in accelerated depreciation expense of $37.5 million.
Other Expense
Interest Expense, Net
Interest expense, net increased $24.3 million for the nine months ended September 30, 2023 compared to the prior year period. The increase resulted primarily from the fees paid to refinance our Term Loan in September 2023, as noted above, and an increase in the base rate of our Term Loan compared to the prior year period.
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Income Taxes
For the nine months ended September 30, 2023, our income tax benefit was $16.7 million, compared to income tax expense of $1.0 million for the prior year period. The increase in income tax benefit is primarily related to a pre-tax book loss in 2023 compared to the prior year pre-tax book income, and the net impact of increased stock compensation tax benefit partially offset by tax expense from increased nondeductible executive compensation.
Loss on Equity Method Investments
For the nine months ended September 30, 2023, our loss on equity method investments was $4.3 million. We did not record any gains or losses in the prior year period. The increase in loss reflects the portion of losses recorded on equity method investments.
Net Income (Loss)
Net loss was $22.6 million for the nine months ended September 30, 2023, compared to net income of $9.5 million for the prior year period. The change primarily resulted from the increase in depreciation expense related to the write-off of the remaining ground spare, as noted above, and an increase in interest expense related to the fees paid for the refinancing of the Term Loan and the increased interest rate. These were offset in part by the income tax benefit and increases in revenues, as noted above.
Liquidity and Capital Resources
Our primary sources of liquidity are cash provided by operations, cash and cash equivalents on hand and our Revolving Facility described below. These sources are expected to meet our short-term and long-term liquidity needs for (i) required principal and interest on the Term Loan, (ii) capital expenditures, (iii) working capital, (iv) share repurchases under the program authorized by our Board of Directors, and (v) anticipated cash dividend payments to holders of our common stock.
As of September 30, 2023, our total cash and cash equivalents balance was $67.9 million, down from $168.8 million as of December 31, 2022, principally as a result of the $195.1 million in repurchases of our common stock, $57.3 million in capital expenditures and $48.8 million in dividends paid during the nine months ended September 30, 2023, offset by internally generated cash flows from operations.
Term Loan
On September 20, 2023, pursuant to an amended and restated credit agreement, or the Credit Agreement, we refinanced our previously existing Term Loan for a total borrowing of $1,500.0 million, and an accompanying $100.0 million revolving loan, or the Revolving Facility. The refinanced Term Loan was issued at a price equal to 99.75% of its face value and bears interest at an annual rate equal to the Secured Overnight Financing Rate, or SOFR, plus 2.5%, with a 0.75% SOFR floor. The maturity date of the Term Loan is in September 2030. Interest is paid monthly on the last business day of the month. The Revolving Facility bears interest at the same rate (but without a SOFR floor) if and as drawn, with no original issue discount, a commitment fee of 0.5% per year on the undrawn amount, which will be reduced to 0.375% if we have a consolidated first lien net leverage ratio (as defined in the Credit Agreement) of less than 3.5 to 1, and a maturity date in September 2028. Principal payments, payable quarterly, beginning with the quarter ending March 31, 2024, will equal $15.0 million per annum (equal to one percent of the full principal amount of the Term Loan), with the remaining principal due upon maturity.
We paid $3.8 million of original issuance costs to refinance the Term Loan in September 2023, which costs were deferred and will be amortized over the extended term. Lenders making up approximately $16.8 million of the Term Loan did not participate in the refinancing. Those portions of the Term Loan were replaced by new or existing lenders. This resulted in an immaterial loss on extinguishment of debt during the three months ended September 30, 2023, as we wrote off the unamortized debt issuance costs related to the lenders who were fully repaid in exchange of principal. We deferred an additional $1.2 million of third-party fees associated with the refinancing of the Term Loan and the Revolving Facility.
As of September 30, 2023 and December 31, 2022, we reported an aggregate of $1,500.0 million and $1,504.6 million in borrowings under the Term Loan, respectively. These amounts do not include $18.1 million and $17.4 million of net unamortized deferred financing costs as of September 30, 2023 and December 31, 2022, respectively. The net principal balance in borrowings in the accompanying consolidated balance sheets as of September 30, 2023 and December 31, 2022 amounted to $1,481.9 million and $1,487.2 million, respectively. We have not drawn on our Revolving Facility.
The Credit Agreement contains no financial maintenance covenants, with respect to the Term Loan. With respect to the Revolving Facility, the Credit Agreement requires us to maintain a consolidated first lien net leverage ratio, as defined by 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. We were in compliance with all covenants under the Credit Agreement as of September 30, 2023.
The Credit Agreement restricts our ability to incur liens, engage in mergers or asset sales, pay dividends, repay subordinated indebtedness, incur indebtedness, make investments and loans, and engage in other transactions as specified in the Credit Agreement. The Credit Agreement provides for specified exceptions, including baskets measured as a percentage of trailing
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twelve months of earnings before interest, taxes, depreciation and amortization, or 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 permits repayment, prepayment, and repricing transactions, subject, in the case of the Term Loan, to a 1% penalty in the event the Term Loan is prepaid or repriced within the first six months from the refinancing date. The Credit Agreement also contains an annual mandatory prepayment sweep mechanism with respect to a portion of our excess cash flow (as defined in the Credit Agreement) in the event our net leverage ratio rises above 3.5 to 1.
Contractual Obligations
As of September 30, 2023, we had non-cancelable purchase obligations of approximately $28.4 million for inventory purchases with Benchmark, our primary third-party equipment supplier. Our purchase obligations, all of which are due during 2023, decreased $28.5 million from the end of 2022 primarily due to recovery from supply chain constraints.
Our only material long-term cash requirement is the repayment of our Term Loan upon its maturity in 2030, which is expected to be $1,402.5 million. We expect to refinance this amount at or prior to maturity.
Dividends
On December 8, 2022, our Board of Directors initiated a quarterly dividend. In each of December 2022, May 2023, and September 2023, our Board of Directors declared a quarterly cash dividend in the amount of $0.13 per share of common stock, which were paid in March, June, and September 2023. Total dividends paid through September 30, 2023 were $48.8 million. While we expect to continue regular cash dividends, any future dividends declared will be at the discretion of our Board of Directors and will depend, among other factors, upon our results of operations, financial condition and cash requirements, as well as such other factors our Board of Directors deems relevant.
Cash Flows
The following table summarizes our cash flows:
 Nine Months Ended September 30, 
 20232022Change
 (In thousands)
Cash provided by operating activities$227,106 $254,458 $(27,352)
Cash used in investing activities$(67,285)$(94,756)$27,471 
Cash used in financing activities$(258,371)$(263,793)$5,422 
Cash Flows Provided by Operating Activities
Net cash provided by operating activities for the nine months ended September 30, 2023 decreased by $27.4 million from the prior year period. Cash flows from working capital decreased by approximately $32.0 million, primarily due to a decrease in cash flows related to inventory and accounts payable. This was partially offset by an increase in non-cash adjustments to net income (loss). We now expect our inventory balance to grow to approximately $90.0 million by the end of 2023 to replenish our inventory levels, including last-time buys. We expect inventory will moderate over the next few years to historical levels.
Cash Flows Used in Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2023 decreased by $27.5 million as compared to the prior year period, primarily as a result of our $50.0 million investment in Aireon Holdings in 2022, compared to our $10.0 million in Satelles in 2023, offset in part by increased capital expenditures of $12.5 million, primarily related to payments for the launched ground spares. We currently expect our capital expenditures to average approximately $50.0 million to $60.0 million per year through 2030, excluding costs in connection with the launch of ground spare satellites.
Cash Flows Used in Financing Activities
Net cash used in financing activities for the nine months ended September 30, 2023 decreased by $5.4 million compared to the prior year period primarily due to a decrease in repurchases of our common stock and a net decrease in principal payments associated with the terms under the refinancing of our Term Loan, offset in part by the common stock dividends paid in 2023, as described above.
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Seasonality
Our results of operations have been subject to seasonal usage changes for commercial customers, and we expect that our results will be affected by similar seasonality going forward. March through October are typically the peak months for commercial voice services revenue and related subscriber equipment sales. U.S. government revenue and commercial IoT revenue have been less subject to seasonal usage changes.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of these financial statements requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, useful lives of property and equipment, long-lived assets and other intangible assets, deferred financing costs, income taxes, stock-based compensation, and other estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. There have been no changes to our critical accounting policies and estimates from those described in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on February 16, 2023.
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We had an outstanding aggregate balance of $1,500.0 million under the Term Loan as of September 30, 2023. Under our Term Loan, we pay interest at an annual rate equal to SOFR, plus 2.5%, with a 0.75% SOFR floor. Accordingly, we have been and continue to be subject to interest rate fluctuations. For every SOFR increase of 25 basis points above the level of the Cap, we expect our annual interest expense to increase by an additional $1.25 million related to the unhedged portion of the Term Loan.
We have not borrowed under our Revolving Facility. Accordingly, although the Revolving Facility bears interest at SOFR plus 2.5%, without a SOFR floor, if and as drawn, we are not currently exposed to fluctuations in interest rates with respect to our Revolving Facility.
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, as well as accounts receivable. We maintain our cash and cash equivalents with financial institutions with high credit ratings and maintain deposits in excess of federally insured limits. The majority of our cash is invested into a money market fund invested in U.S. treasuries, agency mortgage-backed securities and/or U.S. government-guaranteed debt. Accounts receivable are due from both domestic and international customers. We perform credit evaluations of our customers’ financial condition and record reserves to provide for estimated credit losses. Accounts payable are owed to both domestic and international vendors.
ITEM 4.    CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer, who is our principal executive officer, and our chief financial officer, who is our principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of the end of the period covered by this report. In evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.
Based on this evaluation, our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.
Changes in Internal Control Over Financial Reporting
During the quarter ended September 30, 2023, there were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II.
OTHER INFORMATION 
ITEM 1.    LEGAL PROCEEDINGS.
There are no material pending legal proceedings, other than routine litigation incidental to our business.

ITEM 1A.     RISK FACTORS.
Our business is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. In addition to the other information set forth in this quarterly report on Form 10-Q, you should carefully consider the factors described in “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on February 16, 2023.
There have been no material changes from the risk factors described in the Annual Report.
ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Issuer Purchases of Equity Securities
Period(a)
Total number of shares purchased		(b)
Average price paid per share		(c)
Total number of shares purchased as part of publicly announced plans or programs		(d)
Maximum dollar value of shares that may yet be purchased under the plans or programs
July 1-31856,391 $53.20 856,391 $414.8 million
August 1-31369,436 $50.41 369,436 $396.2 million
September 1-30219,540 $48.04 219,540 $385.7 million
Total1,445,367 $51.71 1,445,367 — 
In February 2021, our Board of Directors approved the repurchase of up to $300.0 million of our common stock through December 31, 2022. In March 2022, our board of directors approved the repurchase of up to an additional $300.0 million of our common stock through December 31, 2023. In July 2023, the Board of Directors approved a share repurchase program of up to an additional $400.0 million of our common stock through December 31, 2025, in addition to its previously announced share repurchase programs. All shares listed above were purchased under these authorizations in open market transactions.
ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.
None. 
ITEM 4.     MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5.     OTHER INFORMATION.
None. 
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ITEM 6.     EXHIBITS.
The following list of exhibits includes exhibits submitted with this Form 10-Q as filed with the Securities and Exchange Commission.
Exhibit Description
10.1
31.1 
31.2 
32.1* 
101 
The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on October 19, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language):
(i) Condensed Consolidated Balance Sheets at September 30, 2023 and December 31, 2022;
(ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2023 and 2022;
(iii) Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2023 and 2022;
(iv) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022; and
(iv) Notes to Condensed Consolidated Financial Statements.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 IRIDIUM COMMUNICATIONS INC.
   
 By:/s/ Thomas J. Fitzpatrick
  Thomas J. Fitzpatrick
  Chief Financial Officer
(as duly authorized officer and as principal financial officer of the registrant)
 Date: October 19, 2023
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