0001144204-13-012838.txt : 20130305 0001144204-13-012838.hdr.sgml : 20130305 20130305070051 ACCESSION NUMBER: 0001144204-13-012838 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 17 CONFORMED PERIOD OF REPORT: 20121231 FILED AS OF DATE: 20130305 DATE AS OF CHANGE: 20130305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Iridium Communications Inc. CENTRAL INDEX KEY: 0001418819 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 221344998 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33963 FILM NUMBER: 13663807 BUSINESS ADDRESS: STREET 1: 1750 TYSONS BOULEVARD STREET 2: SUITE 1400 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 301-571-6200 MAIL ADDRESS: STREET 1: 1750 TYSONS BOULEVARD STREET 2: SUITE 1400 CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: GHL Acquisition Corp. DATE OF NAME CHANGE: 20071119 10-K 1 v329740_10k.htm 10-K

 

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10-K

 

 

 

(Mark One)

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2012

 

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from             to             

 

Commission File Number 001-33963

 

 

Iridium Communications Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 26-1344998

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

1750 Tysons Boulevard, Suite 1400, McLean, Virginia 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 Act:

 

Title of Each Class

 

  

Name of Each Exchange on Which Registered

 

Common Stock, $0.001 par value   NASDAQ Global Select Market
Units, each consisting of one share of Common Stock and one $7.00 Warrant   NASDAQ Global Select Market
Warrants, exercisable for Common Stock at an exercise price of $7.00 per share   NASDAQ Global Select Market
Warrants, exercisable for Common Stock at an exercise price of $11.50 per share   NASDAQ Global Select Market

 

Securities Registered Pursuant to Section 12(g) of the Act: None

 

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  x    No  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨ Accelerated filer x
       
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller Reporting Company ¨

 

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 aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of June 30, 2012 was approximately $460.7 million.

 

The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of February 27, 2013 was 76,462,045.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the registrant’s definitive proxy statement for its 2013 annual meeting of stockholders to be filed pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year end of December 31, 2012, are incorporated by reference into Part III of this Form 10-K.

 

 

  

 
 

 

IRIDIUM COMMUNICATIONS INC.

 

ANNUAL REPORT ON FORM 10-K

Year Ended December 31, 2012

 

TABLE OF CONTENTS

 

   

Page
No.

PART I  
     
Item 1. Business 1
     
Item 1A. Risk Factors 20
   
Item 1B. Unresolved Staff Comments 35
   
Item 2. Properties 35
   
Item 3. Legal Proceedings 36
   
Item 4. Mine Safety Disclosures 36
 
PART II
   
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 36
   
Item 6. Selected Financial Data 37
   
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 39
     
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 55
   
Item 8. Financial Statements and Supplementary Data 56
   
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 84
   
Item 9A. Controls and Procedures 84
   
Item 9B. Other Information 87
 
PART III
   
Item 10. Directors, Executive Officers and Corporate Governance 87
   
Item 11. Executive Compensation 87
   
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 87
   
Item 13. Certain Relationships and Related Transactions and Director Independence 87
   
Item 14. Principal Accountant Fees and Services 87
   
PART IV  
   
Item 15. Exhibits and Financial Statement Schedules 87
 
SIGNATURES 89

 

 
 

 

Forward-Looking Statements

 

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 “believes,” “anticipates,” “plans,” “expects,” “intends” 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 discussed under the caption “Risk Factors” in this Form 10-K 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.

 

PART I

 

Item 1.     Business

 

Corporate Background

 

We were formed as GHL Acquisition Corp., a special purpose acquisition company, in November 2007, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination. On February 21, 2008, we consummated our initial public offering. On September 29, 2009, we acquired, directly and indirectly, all the outstanding equity of Iridium Holdings LLC, or Iridium Holdings, and changed our name from GHL Acquisition Corp. to Iridium Communications Inc.

 

Iridium Holdings was formed under the laws of Delaware in 2000, and on December 11, 2000, Iridium Holdings, through its wholly owned subsidiary Iridium Satellite LLC, or Iridium Satellite, acquired certain satellite assets from Iridium LLC, a non-affiliated debtor in possession, pursuant to an asset purchase agreement. We refer to Iridium Holdings, together with its direct and indirect subsidiaries, as Iridium.

 

Business Overview

 

We are the second largest provider by revenue of mobile voice and data communications services via satellite, and the only commercial provider of communications services offering true global coverage. Our satellite network provides communications services to regions of the world where existing wireless or wireline networks do not exist or are limited, including remote land areas, open ocean, 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 constellation of 66 in-orbit satellites, in-orbit spares and related ground infrastructure. We utilize an interlinked mesh architecture to route traffic across our 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.

 

Our commercial end user base, which we view as our primary growth engine, is diverse and includes markets such as emergency services, maritime, government, utilities, oil and gas, mining, recreation, forestry, construction and transportation. Many of our end users view our products and services as critical to their daily operations and integral to their communications and business infrastructure. For example, multinational corporations in various sectors use our services for business telephony, e-mail and data transfer services and to provide mobile communications services for employees in areas inadequately served by terrestrial networks. Ship crews and passengers use our services for ship-to-shore calling as well as to send and receive e-mail and data files, and to receive electronic media, weather reports, emergency bulletins and electronic charts. Shipping operators use our services to manage operations on-board ships and to transmit data, such as course, speed and fuel stock. Aviation-based end users use our services for air-to-ground telephony and data communications for position reporting, emergency tracking, weather information, electronic flight bag updates and fleet information.

 

The U.S. government, directly and indirectly, has been and continues to be our largest single customer, generating $76.7 million in service and engineering and support service revenue, or 20% of our total revenue, for the year ended December 31, 2012. This does not include revenue from the sale of equipment that may be ultimately purchased by U.S. or non-U.S. government agencies through third-party distributors, or airtime services purchased by U.S. or non-U.S. government agencies that are provided through our commercial gateway, as we lack visibility into these activities and the related revenue.

 

1
 

 

The U.S. Department of Defense, or DoD, owns and operates a dedicated gateway in Hawaii that is only compatible with our satellite network. The U.S. armed services, State Department, Department of Homeland Security, Federal Emergency Management Agency, or FEMA, Customs and Border Protection, and other U.S. government agencies, as well as other nations’ governmental agencies, use our voice and data services for a wide variety of applications. Our voice and data products are used for numerous primary and backup communications solutions, including logistical, administrative, morale and welfare, tactical and emergency communications. In addition, our products are installed in ground vehicles, ships, helicopters and fixed-wing aircraft and are used for command and control and situational awareness purposes. Our satellite network provides increased network security to the DoD because traffic is routed across our satellite constellation before being brought down to earth through the dedicated, secure DoD gateway, thus providing additional levels of protection. Since our network was created in the mid-1990s, the DoD has made significant investments to build and upgrade its dedicated gateway and to purchase our handsets and voice and data devices, all of which are only compatible with our satellite network. In addition, the DoD continues to invest directly and indirectly in additional services on our network such as Distributed Tactical Communications Services, which we refer to as Netted Iridium®. The DoD would have to incur significant expense to switch to a competing service provider for mobile satellite voice and data services similar to those we provide, and no other service provider can provide true global coverage or an interlinked mesh architecture that allows DoD traffic to flow through one secure, dedicated gateway.

 

We sell our products and services to commercial end users exclusively through a wholesale distribution network, encompassing more than 70 service providers, 175 value-added resellers, or VARs, and 50 value-added manufacturers, or VAMs, which create and sell Iridium-based technology either directly to the end user or indirectly through other service providers, VARs or dealers. These distributors often integrate our products and services with other complementary hardware and software and have developed a broad suite of applications using our products and services to target specific lines of business. We expect that demand for our services will increase as more applications are developed and deployed that utilize our technology.

 

At December 31, 2012, we had approximately 611,000 billable subscribers worldwide, representing a 17% increase compared to December 31, 2011. Total revenue decreased slightly from $384.3 million in 2011 to $383.5 million in 2012.

 

Industry

 

We compete in the mobile satellite services sector of the global communications industry. Mobile satellite services operators provide voice and data services to people and machines on the move or in fixed locations using a network of satellites and ground facilities. Mobile satellite services are intended to fill users’ needs for connectivity in all locations. Customers typically use satellite voice and data communications in situations where existing terrestrial wireline and wireless communications networks do not exist, do not provide sufficient coverage, or are impaired. Further, many regions of the world benefit from satellite networks, such as rural and developing areas that lack adequate wireless or wireline networks, ocean and polar regions where few alternatives exist, and regions where the telecommunications infrastructure has been affected by political conflicts or natural disasters.

 

Government organizations, including military and intelligence agencies and disaster response agencies, non-governmental organizations and industrial operations and support teams depend on mobile and fixed voice and data satellite communications services on a regular basis. Businesses with global operations require reliable communications services when operating in remote locations around the world. Mobile satellite services users span many sectors, including emergency services, maritime, aviation, government, utilities, oil and gas, mining, recreation, forestry, construction and transportation, among others. Many of our customers view satellite communications services as critical to their daily operations.

 

We believe that increasing penetration will provide a significant market opportunity for the mobile satellite services industry. According to an October 2012 report produced by Wireless Intelligence for the GSM Association, total mobile connections were expected to reach 6.8 billion throughout the world as of the fourth quarter of 2012. We believe that growth in the terrestrial wireless industry has increased awareness of the need for reliable mobile voice and data communications services. In addition, despite significant penetration and competition, terrestrial wireless systems only serve a small fraction of the earth’s surface and are focused mainly in those areas where people live, excluding oceans and other remote regions where ships, airplanes and other remote assets may be in transit or are located. By offering mobile communications services with global voice and data coverage, mobile satellite service providers address the demand from businesses, governments and individuals for connectivity and reliability in locations not consistently served by wireline and wireless terrestrial networks.

 

The mobile satellite services industry also benefits from the continued development of innovative, lower cost technology and applications integrating mobile satellite products and services. We believe that growth in demand for mobile satellite services is driven in large part by the declining cost of these services, the diminishing size and lower costs of voice, data and machine-to-machine, or M2M, devices, the rollout of new applications tailored to the specific needs of customers across a variety of markets, and the growing number of countries that license and permit mobile satellite services to be deployed in their territories..

 

Communications industry sectors include:

 

•mobile satellite services, which provide customers with voice and data connectivity to mobile and fixed devices using ground facilities and networks of geostationary, or GEO, satellites, which are located approximately 22,300 miles above the equator, medium earth orbit satellites, which orbit between approximately 6,400 and 10,000 miles above the earth’s surface, or low earth orbit, or LEO, satellites, such as those in our constellation, which orbit between approximately 300 and 1,000 miles above the earth’s surface;

 

2
 

 

•fixed satellite services, which use GEO satellites to provide customers with broadband communications links between fixed points on the earth’s surface; and

 

•terrestrial services, which use a network of land-based equipment including switching centers and radio base stations to provide wireless or wireline connectivity and are complementary to satellite services.

  

Within the major satellite sectors, fixed satellite services and mobile satellite services operators differ significantly from each other with respect to size of antenna and types of services offered. Fixed satellite services providers, such as Intelsat S.A., Eutelsat Communications S.A. and SES S.A., are characterized by large, often stationary or fixed ground terminals that send and receive high-bandwidth signals to and from the satellite network for video and high-speed data customers and international telephone markets. By contrast, mobile satellite services providers, such as us, Inmarsat plc, Globalstar, Inc., and ORBCOMM Inc. focus more on voice and data services, where mobility and small-sized terminals are essential.

 

A LEO system, such as the system we operate, generally has lower transmission delays than a GEO system, such as that operated by Inmarsat, due to the shorter distance signals have to travel, which also enables the use of smaller antennas on mobile devices. We believe the unique interlinked mesh architecture of our constellation, combined with the global footprint of our satellites, distinguishes us from other regional LEO satellite operators such as Globalstar and ORBCOMM, by allowing us to route voice and data transmissions to and from anywhere on the earth’s surface via a single gateway. As a result, we are the only mobile satellite services operator offering real-time, low-latency services with true global coverage, including full coverage of the polar regions.

 

Our Competitive Strengths

 

•True global coverage. Our network provides true global coverage, which none of our competitors, whether LEO or GEO, can offer. Our network of 66 operational satellites relies on an interlinked mesh architecture to transmit signals from satellite to satellite, which reduces the need for multiple ground stations around the world and facilitates the global reach of our services. GEO satellites orbit around the earth’s equator, limiting their visibility to far northern or southern latitudes and polar regions. LEO satellites from operators like Globalstar and ORBCOMM use an architecture commonly referred to as “bent pipe”, which requires voice and data transmissions to be immediately routed to nearby ground stations and can only provide real-time service when they are within view of a ground station, limiting coverage to continental areas where they have been able to license and locate ground infrastructure. The LEO design of our satellite constellation produces minimal transmission delays compared to GEO systems due to the shorter distance our signals have to travel. Additionally, LEO systems typically have smaller antenna requirements and are less prone to signal blockage caused by terrain than GEO satellite networks. As a result, we believe that we are well-positioned to capitalize on the growth in our industry from end users who require reliable, easy-to-use communications services in all locations.

 

•Attractive and growing markets. We believe that the mobile satellite services industry will continue to experience growth driven by the increasing awareness of the need for reliable mobile voice and data communications services, the lack of coverage by terrestrial wireless systems of most of the earth’s surface, and the continued development of innovative, lower cost technology and applications integrating mobile satellite products and services. Only satellite providers can offer global coverage, and the satellite industry is characterized by significant financial, technological and regulatory barriers to entry.

 

•Innovations for a broad range of markets at lower costs. The specialized needs of our global end users span many markets, including emergency services, maritime, aviation, government, utilities, oil and gas, mining, recreation, forestry, construction and transportation. We sell our products and services to commercial end users exclusively through a wholesale distribution network of service providers, VARs and VAMs, which often specialize in a particular line of business. Our distributors use our products and services to develop innovative and integrated communications solutions for their target markets, often combining our products with other technologies, such as GPS and terrestrial wireless technology. In addition to promoting innovation, our wholesale distribution model allows us to capitalize on the research and development expenditures of our distributor partners, while lowering overall customer acquisition costs and mitigating some risks, such as consumer credit risk. By partnering with these distributors to develop new products, services and applications, we believe we create additional demand for our products and services and expand our target markets at a lower cost than would a more direct marketing model. We believe our distribution network can continue to grow with us and amplify our impact on the market.

 

•Strategic relationship with the U.S. government. The U.S. government is our largest single customer, and we have had a relationship with the DoD since our inception. We believe the DoD views our Netted Iridium, M2M devices, encrypted handset and other products as mission-critical services and equipment. The DoD has made significant investments in a dedicated gateway on a U.S. government site to provide operational security and allow DoD handset users to communicate securely with other U.S. government communications equipment. This gateway is only compatible with our satellite network.

 

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Our Business and Growth Strategies

 

•Leverage our largely fixed-cost infrastructure by growing our service revenue. Our business model is characterized by high capital costs, primarily incurred every 10 to 15 years, in connection with designing, building and launching new generations of our satellite constellation, but the incremental cost of providing service to additional end users is relatively low. We believe that service revenue will be our largest source of future growth and profits, and we intend to focus on growing both our commercial and government service revenue in order to leverage our largely fixed-cost infrastructure.

 

•Accelerate the development of personal communications capabilities. Iridium Force® is our strategy for the development of personal mobile satellite communications, allowing users to connect to our network in more ways, including from devices such as smartphones, tablets and laptops; making our technology more accessible and cost-effective for our distribution partners to integrate by licensing our core technologies; integrating location-based services for location-specific applications and personal security capabilities; and providing rugged, dependable devices and services.

 

•Continue to expand our distribution network. We believe our wholesale distribution network lowers our costs and risks, and we plan to continue to selectively expand our network of service providers, VAMs and VARs. We expect that our current and future value-added partners will continue to develop customized products, services and applications targeted to the land-based handset, maritime, aviation, M2M and government markets. We believe these markets represent an attractive opportunity for continued subscriber growth. We also expect to continue to expand our sales and distribution efforts geographically by seeking authorization to operate and engaging distribution partners in additional countries.

 

•Develop new services for the DoD. We are developing additional capabilities for our network to enhance its utility to the DoD, and plan to continue to expand our offerings to focus more on strategic as well as tactical applications. In conjunction with the U.S. Navy, we have developed and introduced Netted Iridium, which provides beyond-line-of-sight, push-to-talk voice and position location services to user-defined groups of DoD users. This, and other services in development, leverage on-going U.S. government research and development investments and provide us with opportunities to offer new products and services to the DoD. We anticipate continued growth in M2M applications for the DoD and other government customers as new and existing VARs and VAMs design applications around the Iridium 9602 and 9603 short-burst data modems described below. Growth areas for government short-burst data applications include tracking of personnel, vehicles and equipment, connectivity for unattended sensors and backup control links for unmanned platforms.

 

•Develop Iridium NEXT constellation. We are developing our next-generation satellite constellation, Iridium NEXT, which will replace our existing constellation with a more powerful satellite network while maintaining backward compatibility with our current system and end-user devices. Iridium NEXT will maintain our current system’s key attributes, including the capability to upload new software, while providing new and enhanced capabilities, such as higher data speeds and increased capacity. We believe Iridium NEXT’s increased capabilities will expand our target markets by enabling us to develop and offer a broader range of products and services, including a wider array of cost-effective and competitive broadband data services. We expect to complete the critical design review phase of the development of Iridium NEXT in 2013 and to commence launches in early 2015.

 

•Develop Aireon and other hosted payload opportunities. Iridium NEXT is designed to host secondary payloads, which have the potential to generate cash flows and deferred revenue during the construction phase of Iridium NEXT and the potential to generate recurring service revenue once Iridium NEXT is launched. In June 2012, we announced our plan to host a payload being developed by one of our subsidiaries, Aireon LLC, or Aireon. Aireon’s payload will be an automatic dependent surveillance-broadcast, or ADS-B, receiver to enable a global air traffic monitoring business, which Aireon plans to offer to air navigation service providers, such as NAV CANADA, our co-investor in Aireon, and the U.S. Federal Aviation Administration.

 

Distribution Channels

 

We sell our products and services to customers through a wholesale distribution network of more than 70 service providers, 175 VARs and 50 VAMs. These distributors sell our products and services to end users, either directly or indirectly through service providers, VARs or dealers. Of these distributors, approximately 25 sell primarily to U.S. and international government customers. Our distributors often integrate our products and services with other complementary hardware and software and have developed individual solutions targeting specific lines of business. We also sell airtime services directly to U.S. government customers, including the DoD, for resale to other government agencies. The U.S. government and international government agencies may purchase additional services as well as our products and related applications through our network of distributors.

 

We provide our distributors with support services, including assistance with coordinating end user sales, strategic planning and training and second-tier customer support, as well as helping them respond to new opportunities for our products and services. We have representatives covering three regions around the world to better manage our distributor relationships: the Americas, which includes North, South and Central America; Asia Pacific, which includes Australia and Asia; and Europe, the Middle East, Africa and Russia. We have also established a global support service program to provide portside service for Iridium OpenPort® maritime customers at major ports worldwide. In addition, we maintain various online management tools that allow us to communicate efficiently with our distributors, and allow them to manage their customers’ Iridium devices from anywhere in the world. By relying on our distributors to manage end user sales, we believe that we reduce some of the risks and costs related to our business, such as consumer credit risk and sales and marketing costs, while providing a broad and expanding distribution network for our products and services with access to diverse and geographically dispersed niche markets. We are also able to rely on the specialized expertise of our distributors, who continue to develop innovative and improved solutions and applications integrating our product and service offerings, providing us with an attractive platform to support our growth.

 

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Commercial Markets

 

We view our commercial end user base as our primary growth engine. Service providers and VARs serve as our main distribution channel by purchasing our products and services and marketing them directly to their customers or indirectly through independent dealers. They are each responsible for customer billing, end user customer care, managing credit risk and maintaining all customer account information. If our service providers or VARs provide our services through dealers, these dealers will often provide such services directly to the end user. Service providers typically purchase our most basic products and services, such as mobile voice services and related satellite handsets, and offer additional services such as voice mail. Unlike service providers, our VARs typically focus more on data applications and provide a broader array of value-added services specifically targeted to the niche markets they serve, such as maritime, M2M, aviation and government markets, where high-use customers with specialized needs are concentrated. These VARs integrate our handsets, transceivers, high-speed data devices and short-burst data modems with other hardware and software to create packaged solutions for end users. Examples of these applications include cockpit voice and data solutions for use by the aviation sector and voice, data and tracking applications for industrial customers, the DoD and other U.S. and international government agencies. Our service providers include dedicated satellite service providers such as Astrium (an EADS company) and Inmarsat, as well as some of the largest telecommunications companies in the world, including Telstra Corporation Limited, KDDI Corporation and Singapore Telecommunications Limited. Our VARs include AirCell Inc., ARINC Incorporated, Blue Sky Network, LLC, DeLorme Publishing Company Inc., General Dynamics Corporation, Joubeh Technologies Inc., Kore Telematics Inc., NAL Research Corporation and Zunibal S.A.

 

We also sell our products to VAMs, who integrate our transceivers into their propriety hardware and software. These VAMs produce specialized equipment, including integrated ship communications systems, global asset tracking devices and secure satellite handsets, such as our Iridium 9505A handset coupled with U.S. National Security Agency Type I encryption capability, which they offer to end users in maritime, aviation, government and M2M markets. As with our service providers and VARs, VAMs sell their products either directly or through other distributors, including some of our service providers and VARs. Our VAMs include Applied Satellite Engineering, Inc., Beam Communications Pty Ltd., Digi International, Inc., InovarEMS, International Communications Group, Inc., ITT Exelis, Quake Global, Inc. and Thrane & Thrane A/S.

 

In addition to VARs and VAMs, we maintain relationships with more than 35 value-added developers, or VADs. We typically provide technical information to these companies on our products and services, which they then use to develop software and hardware that complements our products and services in line with the specifications of our VARs and VAMs. These products include handset docking stations, airline tracking and flight management applications and crew e-mail applications for the maritime industry. We believe that working with VADs allows us to create new platforms for our products and services and increases our market opportunity while reducing our overall research and development, marketing and support expenses. Our VADs include Active Web Solutions Inc., Global Marine Networks, LLC, Hirschmann Automation and Controls, Inc., Maxtena, Inc. and Ontec Inc.

 

We maintain a pricing model for our commercial products and services with a consistent wholesale rate structure. Under our distribution agreements, we charge our distributors wholesale rates for commercial products and services, subject to discount and promotional arrangements and geographic pricing. We also charge fixed monthly access fees per subscriber for some of our services. Our distributors are in turn responsible for setting their own pricing to their customers. Our agreements with distributors typically have terms of one year and are automatically renewable for additional one-year terms, subject to termination rights. We believe this business model provides incentives for distributors to focus on selling our commercial product and service portfolio and developing additional applications. An additional benefit of this model is simplicity. This model reduces back-office complexities and costs and allows distributors to remain focused on revenue generation.

 

Our two largest distributors, Astrium and Inmarsat, each represented 10% of our revenue for the year ended December 31, 2012.

  

Government Markets

 

We provide mission-critical mobile satellite products and services to all military branches of the DoD as well as other U.S. government departments and agencies. These users require voice and two-way data capability with global coverage, low latency, mobility and security and often operate in areas where no other terrestrial or wireless means of communications are available. We believe we are well-positioned to satisfy demand from these users. Our 9505A satellite handset is the only commercial, mobile handheld satellite phone that is capable of Type I encryption accredited by the U.S. National Security Agency for Top Secret voice communications. In addition, the DoD has made significant investments in a dedicated gateway that provides operational security and allows users of encrypted DoD handsets to communicate securely with other U.S. government communications equipment. These investments include upgrading the gateway to take advantage of the enhanced capabilities of Iridium NEXT. This gateway is only compatible with our satellite network.

 

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We provide Iridium airtime and airtime support to U.S. government and other authorized customers pursuant to our Enhanced Mobile Satellite Services, or EMSS, contract managed by the DoD’s Defense Information Systems Agency, or DISA. The contract, entered into in April 2008, provides for a one-year base term and up to four additional one-year options exercisable at the election of the U.S. government. The U.S. government exercised all of the options, and the final EMSS contract option will expire on March 31, 2013, though based on federal acquisition regulations, the government has the ability to extend the agreement for six months, through September 30, 2013, and has elected to do so. We are pursuing a contract renewal with DISA to provide EMSS services after the current contract expires. The EMSS contract allows authorized customers to purchase Iridium airtime services, provided through DoD’s dedicated gateway, under a set of rate schedules tailored for each of our services, including a fixed monthly per-user fee for voice and circuit-switched data, a fixed monthly per-user fee for paging services, a tiered pricing plan, based on usage per device, for short-burst data services, and a fixed monthly per-user fee for Netted Iridium usage plus a monthly fee for each active user-defined net. The U.S. government is not required to guarantee a minimum number of users under this agreement. While we sell airtime directly to the U.S. government for resale to end users, our hardware products are sold to U.S. government customers through our network of distributors, which typically integrate them with other products and technologies.

 

We also provide maintenance services for the DoD gateway through a separate contract managed by DISA, the Gateway Maintenance and Support Services, or GMSS, contract, which also was entered into in April 2008. As with the EMSS contract, the GMSS contract provides for a one-year base term and up to four additional one-year options exercisable at the election of the U.S. government. The U.S. government exercised all of the options, and the final GMSS contract option will expire on March 31, 2013, though based on federal acquisition regulations, the government has the ability to extend the agreement for six months, through September 30, 2013, and has informed us that it plans to do so. We are pursuing a contract renewal with DISA to continue providing GMSS services after the current contract expires. The U.S. government may terminate the EMSS and GMSS contracts, in whole or in part, at any time. In October 2012, we were also awarded a five-year indefinite-delivery/indefinite-quantity contract from DISA to upgrade the DoD gateway and ensure its compatibility with Iridium NEXT. This contract has a one-year base period and four one-year options, and has a maximum value of $47 million over the full five-year period.

 

U.S. government services accounted for approximately 20% of our total revenue for the year ended December 31, 2012. Our reported U.S. government revenue includes airtime revenue derived from the EMSS contract and services provided through the GMSS contract and other engineering and support contracts with the U.S. government. This revenue does not include airtime services purchased by U.S. or non-U.S. government agencies that are provided through our commercial gateway, which we report as commercial service revenue, or equipment purchased by government customers from third-party distributors. We are unable to determine the specific amount of U.S. government revenue derived from these commercial sources.

 

Lines of Business

 

The specialized needs of our global customers span many markets. Our system is able to offer our customers cost-effective communications solutions with true global coverage in areas unserved or underserved by existing telecommunications infrastructure. Our mission-critical communications solutions have become an integral part of the communications and business infrastructure of many of our end users. In many cases, our service is the only connectivity for these critical applications or is used to complement terrestrial communications solutions.

 

Our current principal lines of business include land-based handset, M2M, maritime, aviation, and government.

 

Land-based Handset

 

We are the leading provider of mobile satellite communications services to the land-based handset sector, providing handset services to areas not served or inconsistently served by existing terrestrial communications networks. In a 2012 report, Northern Sky Research estimated that approximately 708,000 satellite handsets were in operation worldwide in 2011. Mining, forestry, construction, oil and gas, utilities, heavy industry and transport companies as well as the military, public safety and disaster relief agencies constitute the largest portion of our land-based handset end users. We believe that demand for mobile communications devices operating outside the coverage of terrestrial networks, combined with our small, lightweight, durable handsets with true global coverage, will allow us to capitalize on growth opportunities among these users.

 

 

Our land-based handset end users utilize our satellite communications services for:

 

•Voice and data: Multinational corporations in various sectors use our services for business telephony, e-mail and data transfer services, location-based services and to provide pay telephony services for employees in areas inadequately served by terrestrial networks. Oil and gas and mining companies, for example, provide their personnel with our equipment solutions while surveying new drilling and mining opportunities and while conducting routine operations in remote areas that are not served by terrestrial wireless communications networks. In addition, a number of recreational, scientific and other outdoor segments rely on our mobile handheld satellite phones and services for use when beyond terrestrial wireless coverage.

 

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•Mobile and remote office connectivity: A variety of enterprises use our services to make and receive voice calls, and to establish data, e-mail, internet and corporate network connections.

 

•Public safety and disaster relief: Relief agencies, such as FEMA, and other agencies, such as the Department of Homeland Security, use our products and services in their emergency response plans, particularly in the aftermath of natural disasters such as Hurricanes Sandy, Katrina and Rita, the Haitian and Chilean earthquakes, and the Japanese earthquake and tsunami. These agencies generate significant demand for both our voice and data products, especially in advance of the hurricane season in North America.

 

•Public telephone infrastructure: Telecommunications service providers use our services to satisfy regulatory mandates to provide communications services to rural populations currently not served by terrestrial infrastructure. Telstra Corporation, for example, uses our services to comply with its obligations to provide communications services to customers in certain remote parts of Australia.

 

Machine-to-Machine

 

We are one of the leading providers of satellite-based M2M services. We believe the early stage of this market and its significant under-penetration present opportunities for future growth. As with land-based handsets, our largest M2M users include mining, construction, oil and gas, utilities, heavy industry, maritime, forestry and transport companies, as well as the military, public safety and disaster relief agencies. We believe increasing demand for automated data collection processes from mobile and remote assets operating outside the coverage of terrestrial wireline and wireless networks, as well as the continued need to integrate the operation of such assets into enterprise management and information technology systems, will likewise increase demand for our M2M applications.

 

Our M2M services are used for:

 

•Fleet management: Our global coverage permits our products and services to be used to monitor the location of vehicle fleets, hours of service and engine telemetry data, as well as to conduct two-way communications with drivers around the world. Long distance drivers need reliable communication with both dispatchers and their destinations to coordinate changing business needs, and our satellite network provides continuous communications coverage while they are in transit. We expect that the need for more efficient, cost-effective and safer fleet operations as well as the imposition of regulatory mandates related to driver safety, such as drive-time monitoring, will increase demand for our services in this area.

 

•Fixed-asset monitoring: Multinational corporations, such as oil-field service companies, like Schlumberger Limited and ConocoPhillips Company, use our services to run applications that allow remote monitoring and operation of equipment and facilities around the globe, such as oil pipelines and offshore drilling platforms.

 

•Asset tracking: Leveraging M2M applications developed by several of our distributors, companies use our services and related devices to track assets, including personnel, for logistics, theft-prevention and safety purposes. Transportation companies, such as Horizon Lines, Inc., employ M2M applications developed by Cubic Global Tracking Solutions, Inc. to track shipping containers while in transit.

 

•Resource management: Our global coverage and data throughput capabilities support natural resource management applications such as fisheries management systems. Marine Instruments and Zunibal S.A., two of our VARs, have developed applications for the fishing industry to assist fishing fleets in pursuing more efficient fishing practices.

 

•Scientific data monitoring: The global coverage of our network supports many scientific data collection applications such as the Argo float program of the National Oceanographic and Atmospheric Administration, or NOAA. This program relies on our M2M services to collect climate data from buoys located throughout the world’s oceans for monitoring and analysis. We believe the increased need for monitoring climate and environmental data associated with global climate change and human impact on the planet will increase demand for these services.

 

•Personal Tracking Devices and Location-Based Services: Several of our VAMs and VARs, such as Briartek, Inc., DeLorme, Global Satellite Engineering, NAL Research, Pieps GmbH and Solara Remote Data Delivery Incorporated, have introduced small, portable personal tracking devices that will provide personal tracking and data communications services to commercial end users. In addition, the Iridium Extreme® handset offers personal tracking and location-based services. These devices use M2M data services to send location information and other data to web-based portals for tracking of and messaging with users.

 

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Maritime

 

We believe the maritime market is one of our most significant market opportunities. End users of our services in the maritime sector include companies engaged in merchant shipping, passenger transport, fishing, energy and recreation. Merchant shipping accounts for a significant portion of our maritime revenue, as those ships spend the majority of their time at sea away from coastal areas and out of reach of terrestrial communications services. Our products and services targeting the maritime market typically have high average revenue per subscriber, with multiple users utilizing a single device. Once a system is installed on a vessel, it often generates a multi-year recurring revenue stream from the customer. As a consequence, from time to time we may offer equipment promotions or rebates to accelerate new activations and a long-term revenue stream.

 

We believe increased regulatory mandates and increased demand for higher-speed, low-cost data services will allow us to capitalize on growth opportunities in this market. We believe Iridium Pilot®, which uses our Iridium OpenPort service to offer uncompressed data speeds of up to 128 kbps and up to three independent voice lines, presents a cost-competitive, broadband communication alternative to end users in the maritime market.

 

Maritime end users utilize our satellite communications services for the following:

 

•Data and information applications: Ship operators and crew use our services to send and receive e-mail and data files, and to receive other information services such as electronic media, weather reports, emergency bulletins and electronic charts. We believe Iridium Pilot provides an attractive alternative for shipping operators and fishing fleets looking for cost savings, as well as for yachts, work boats and other vessels for which traditional marine satellite systems have typically been costly and underperforming.

 

•Voice services: Maritime global voice services are used for both vessel operations and communications for crew welfare. Merchant shipping operators use prepaid phone cards for crew use at preferential around-the-clock flat rates.

 

•Vessel management, procurement and asset tracking: Shipping operators, such as Exmar Shipmanagement N.V., Lauritzen Fleet Management A/S and Zodiac Shipping Ltd., use our services to manage operations on ships and to transmit data, such as course, speed and fuel stock. Our services can be integrated with a GPS to provide a position reporting capability. Many fishing vessels are required by law to carry terminals using approved mobile satellite services for tracking purposes as well as to monitor catches and to ensure compliance with geographic fishing restrictions. European Union regulations, for example, require EU-registered fishing vessels of over 15 meters to carry terminals for the purpose of positional reporting of those vessels. Furthermore, new security regulations in some jurisdictions are expected to require tracking of merchant vessels in territorial waters, which would provide an additional growth opportunity for us.

  

•Safety applications: Ships in distress, including as a result of potential piracy, hijack or terrorist activity, rely on mobile satellite voice and data services. The Ship Security and Alert Systems regulations were adopted by the International Maritime Organization, or IMO, to enhance maritime security in response to the threat from terrorism and piracy. Most deep-sea passenger and cargo ships must be fitted with a device that can send an alert message containing the ship’s ID and position whenever the ship is under threat or has been compromised. We and our distribution partners are developing several solutions to meet this requirement for merchant vessels. The Global Maritime Distress and Safety System, or GMDSS, is an application built to alert a maritime rescue coordination center of each vessel’s situation and position, information that can then be used to coordinate rescue efforts among ships in the area. The IMO requires all cargo vessels over 300 gross tons and certain passenger vessels, irrespective of size, that travel in international waters to carry distress and safety terminals that use GMDSS applications. Although our products and services are currently not certified to be used in GMDSS applications, we are exploring implementing services that could meet the GMDSS requirements.

 

Aviation

 

We are one of the leading providers of mobile satellite communications services to the aviation sector. Our services are increasingly used in commercial and global military aviation applications, principally by corporate jets, corporate and government helicopter fleets, specialized general aviation fleets, such as medevac companies and fire suppression and other specialized transport fleets, and high-end personal aircraft. Our services are also employed by commercial airline operators for cockpit voice and data link services for aircraft operational and safety communications. As a result of the 2011 FAA announcement that it will approve Iridium for flight safety data communications, commercial operators are installing Iridium-based avionics on the flight deck to enable air navigation services datalinks for position reporting and other safety information. Our voice and data devices from our VAMs and VADs have become factory options for a range of airframe manufacturers in business aviation and air transport, such as Gulfstream Aerospace Corporation, Bombardier Inc. and Cessna Aircraft Company, and have become standard equipment on some aircraft models. Our devices are also installed in the aftermarket on a variety of aircraft.

 

Aviation end users utilize our satellite communications services for:

 

•Aviation operational communications: Aircraft crew and ground operations use our services for air-to-ground telephony and data communications. This includes the automatic reporting of an aircraft’s position and mission-critical condition data to the ground and controller-pilot data link communication for clearance and information services. We provide critical communications applications for airlines and air transport customers such as Delta Airlines, United Airlines, UPS, Cathay Pacific Airways and El Al Airlines. These operators rely on our services because other forms of communication may be unaffordable or unreliable in areas such as the polar regions. ARINC Incorporated and SITA, SC, two of the leading providers of voice and data link communications services and applications to the airline industry, integrate our products and services into their offerings.

 

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•Aviation passenger communications: Corporate and private fleet aircraft passengers use our services for air-to-ground telephony and data communications. Operators are currently using our services to enable passengers to e-mail using their own Wi-Fi-enabled mobile phones, including smartphones, without causing interference with aircraft operation. We believe our distributors’ small, lightweight, cost-effective solutions offer an attractive alternative for aircraft operators, particularly small fleet operators.

 

•Rotary and general aviation applications: We are also a major supplier for rotary aviation applications to end users in a number of markets, including medevac, law enforcement, oil and gas, and corporate work fleets. Companies such as Air Logistics, EagleMed and Air Evac Lifeteam rely on applications from our distributors for traditional voice communications, fleet tracking and management and real-time flight diagnostics. VARs and VAMs such as Avidyne Corporation, Flightcell International Ltd., Garmin International, Inc., Honeywell International, Inc., SkyTrac and Spider Tracks Limited incorporate Iridium products and services into applications for this market.

 

•Air traffic control communications, and safety applications: The International Civil Aviation Organization, or ICAO, has approved standards and recommended practices allowing us to provide Aeronautical Mobile Satellite (Route) Services to commercial aircraft on long-haul routes. This allows member states to evaluate and approve our services for safety communications on transoceanic flights. After several years of working with the Performance Based Aviation Rules Making Committee, or PARC, and illustrating a successful operational evaluation using Iridium data services, in 2011 the FAA announced that it would approve Iridium for use in the Future Air Navigation Services (FANS) and Automatic Dependent Surveillance – Contract (ADS-C) datalink communications with Air Traffic Control, or ATC. We are currently coordinating with PARC on an operational evaluation of our voice communications services for ATC. As our services become approved by regulatory organizations and member states, aircraft crew and air traffic controllers will be able to use our services for data and voice communications between the flight deck and ground-based air traffic control facilities. We are the only satellite provider capable of offering such critical flight safety applications around the entire globe, including the polar regions. We believe this particular sector of the market will present us with significant growth opportunities, as our services and applications will serve as a cost-effective alternative to systems currently in operation.

  

Government

 

We are one of the leading providers of mobile satellite communications services to the U.S. government, principally the DoD. We provide mobile satellite products and services to all branches of the U.S. armed forces. Our voice products are used for a variety of primary and backup communications solutions, including logistical, administrative, morale and welfare, and emergency communications. In addition, our products and related applications are installed on ground vehicles, ships, helicopters and fixed-wing aircraft, embedded in unattended sensors and used for command and control and situational awareness purposes. Global security concerns are among the factors driving demand for our products and services in this sector. See “—U.S. Government Services” for more information.

 

Seasonality

 

Our business is subject to seasonal usage changes for commercial customers, and we expect it to be affected by similar seasonality going forward. March through October are typically the peak months for commercial voice traffic and related subscriber equipment sales, given the predominance of population and activity in the northern hemisphere. U.S. government usage and commercial M2M usage have been less subject to seasonal changes.

 

Services and Products

 

At December 31, 2012, we had approximately 611,000 billable subscribers worldwide. Our principal services are mobile satellite services, including mobile voice and data services, M2M services and high-speed data. Sales of our commercial services collectively accounted for approximately 55% of our total revenue for the year ended December 31, 2012. We also sell related voice and data equipment to our customers, which accounted for approximately 25% of our total revenue for the year ended December 31, 2012. In addition, we offer services to U.S. government customers, including the DoD. U.S. government services accounted for approximately 20% of our total revenue for the year ended December 31, 2012.

  

Commercial Services

 

Postpaid Mobile Voice and Data Satellite Communications Services

 

We sell our mobile voice and data services to service providers and VARs who in turn offer such services to end users, either directly or indirectly through dealers, using various packaged solutions such as monthly plans with differing price levels that vary depending upon expected usage. In exchange for these services, we typically charge service providers and VARs a monthly access fee per subscriber, as well as usage fees for airtime minutes used by their respective subscribers. A small number of our postpaid customers purchase monthly blocks of airtime minutes that must be used in a given month or are forfeited. In September 2011, we launched Iridium AxcessPoint, a portable and lightweight Wi-Fi hotspot accessory that connects smartphones or laptops to the Iridium network using an Iridium Extreme or Iridium 9555 satellite handset. This accessory uses postpaid circuit-switched data services, and we believe it increases the use of data services through the handsets.

 

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Prepaid Mobile Voice Satellite Communications Services

 

We also offer mobile voice services to service providers and VARs through prepaid plans. Service providers and VARs pay us in advance for defined blocks of airtime minutes with expiration periods in various configurations, typically one year. These services are then generally sold to subscribers in the form of prepaid scratch cards and e-vouchers that enable subscribers to use our services on a per-minute basis. Unused minutes are forfeited on the applicable expiration date. We believe service providers and VARs are drawn to these services because they enable greater cost control by eliminating the need for monthly billings and reducing collection costs, and can be sold in countries where credit may not be readily available for end users. Our distributors often offer our prepaid voice services through fixed devices to subscribers in rural villages, at remote industrial, commercial and residential sites and on ships at sea, among other places. Fixed voice satellite communications services are in many cases an attractive alternative to handheld mobile satellite communications services in situations where multiple users will access the service within a defined geographic area and terrestrial wireline or wireless service is not available. Fixed phones, for example, can be configured as pay phones that accept prepaid scratch cards and can be installed at a central location, for example in a rural village or maritime vessel.

 

Broadband Data Services

 

Our broadband data service, Iridium OpenPort, offers maritime and aviation end users speeds of up to 128 kbps and up to three independent voice lines that can be used simultaneously without interference. We believe Iridium OpenPort offers a competitive alternative to other satellite broadband services that offer fewer features at higher costs. Data rates on this service can be adjusted up or down at any time without making hardware or software changes, giving subscribers options that allow them to balance needs for data transmission speeds against cost considerations on a real-time basis. In conjunction with our distributors, we offer additional services that permit service providers and VARs to offer complete integrated solutions for prepaid calling, e-mail and IP-based data communications. For example, in January 2012, KVH Industries, Inc., one of our distribution partners, began offering a product that integrates Iridium OpenPort with its mini-VSATSM broadband service to provide backup connectivity when the mini-VSAT terminal is out of its coverage area or out of service. For our Iridium OpenPort service, we typically charge service providers and VARs a monthly access fee per subscriber as well as usage fees for airtime minutes used by the respective subscribers above their monthly quotas.

 

Machine-to-Machine Services

 

Our M2M services are designed to address the market need for a small and cost-effective solution for sending and receiving data, such as location, from fixed and mobile assets in remote locations to a central monitoring station. This service operates through a two-way short-burst data transmission between our network and a telemetry unit, which may be located, for example, on a container in transit or a buoy monitoring oceanographic conditions. The small size of the units makes them attractive for use in applications such as tracking asset shipments, monitoring unattended remote assets, including oil and gas assets, vehicle tracking and mobile security. We sell our M2M services to our distributors, who in turn offer them to a number of U.S. and international governmental agencies, including NOAA, as well as commercial and other entities such as Schlumberger Limited and ConocoPhillips. Increasingly, our M2M modems are being built into products for consumer markets, such as personal location devices that provide two-way messaging. As with our mobile voice and data offerings, we typically charge service providers and VARs a monthly access fee per subscriber as well as usage fees for data used by their respective subscribers.

 

Other Services

 

In addition to access and usage fees, we generate revenue from several ancillary services related to our core service offerings, such as inbound connections from the public switched telephone network, or PSTN, short message services, or SMS, subscriber identity module, or SIM, activation, customer reactivation and other peripheral services. We also provide research and development services to assist customers in developing new technologies compatible with our system, which we may leverage for use in service and product offerings in the future. We charge our distributors fees for these services.

 

We also offer hosted payload services on our next-generation constellation, Iridium NEXT, which will replace our current satellite constellation. We have entered into agreements with our subsidiary, Aireon, to host its ADS-B payload on our satellites in exchange for hosting cost reimbursement fees plus recurring service revenue to be paid during the life of the hosted application.

 

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U.S. Government Services

 

We provide U.S. government customers bulk access to our services, including voice, netted voice, data, messaging and paging services, as well as maintenance services for the DoD’s dedicated gateway. We provide airtime to U.S. government subscribers through DoD’s gateway, under a set of rate schedules tailored for each of our services, including a fixed monthly per-user fee for voice and circuit-switched data, a fixed monthly per-user fee for paging services, a tiered pricing plan, based on usage per device, for short-burst data services, and a fixed monthly per-user fee for Netted Iridium usage plus a monthly fee for each activity user-defined net. To comply with U.S. government regulations, we ensure handsets sold for use by the U.S. government are manufactured in the United States. U.S. government customers procure our voice and data products through our network of distributors. Our VARs and VAMs typically integrate our products with other products, which they then offer to U.S. government customers as customized products. Our voice and data solutions include:

 

•personnel tracking devices;

 

•asset tracking devices for equipment, vehicles and aircraft;

 

•beyond-line-of-sight aircraft communications applications;

 

•submarine communications applications;

 

•specialized communications solutions for high-value individuals; and

 

•specialized, secure, mobile communications and data devices for the military and intelligence community, such as secure satellite handsets with U.S. National Security Agency Type I encryption capability.

 

With funding support from the DoD, we continue to invest in research and development to develop new products and applications for use by all branches of the U.S. armed forces. In conjunction with the U.S. Navy, we and our distribution partners offer Netted Iridium, which uses a line of radio-only devices that permit beyond-line-of-sight push-to-talk group calling services for a user-defined group, or net. We expect Netted Iridium to provide us with the potential for future new commercial applications in public safety, fishing and field worker communications.

 

Our Products

 

We offer a broad array of voice and data products for customers that work worldwide. In most cases, our devices or an antenna must be located outside and within view of a satellite to be able to access our network.

 

Satellite Handsets

 

Our principal handset offerings are the Iridium 9555 and Iridium Extreme satellite handset phones, which are similar in functionality to ordinary cellular phones but with the solid, durable feel that many satellite phone users demand. We believe our reputation for industrial-strength products is critical for customers, many of whom are located in the most inhospitable spots on the planet and require rugged and reliable communications equipment.

 

Iridium 9555. The Iridium 9555 provides voice, SMS and data connectivity. This model introduced several features including a larger, brighter screen, improved SMS and e-mail capabilities, an integrated antenna and speakerphone. The Iridium 9555 weighs 9.4 ounces and offers up to 3.1 hours of talk time. The Iridium 9555 has an industrial feel, with a rugged housing to protect its sophisticated satellite transceiver.

 

Iridium Extreme. The Iridium Extreme adds to the Iridium 9555’s capabilities by providing a rugged exterior that meets DoD Military Standard 810F for durability, a dedicated, two-way emergency SOS button and fully integrated GPS and location-based services. These extra features are provided in a handset that is even smaller than the Iridium 9555, weighing 8.7 ounces and offering up to 4 hours of talk time. An emergency response service provided by GEOS Travel Safety Group, or GEOS, is included with the purchase of the phone and airtime usage. The two-way emergency SOS button initiates a phone call and an emergency message via SMS to GEOS, which then coordinates with local emergency responders.

 

We expect these handsets to maintain our competitive position as premium offerings in the market due to their capabilities, mobility, reliability and global coverage. In addition to these phones, we manufacture the Iridium 9505A handset, which is qualified for sale to U.S. government customers, and in January 2012 we introduced a variant of the Iridium 9555 handset that is qualified for sale to U.S. government customers. We also introduced a variant of the Iridium Extreme handset in October 2012 that is qualified for sale to U.S. government customers.

 

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Wi-Fi Accessories

 

Our suite of Iridium AxcessPoint products and services, including the Iridium AxcessPoint Wi-Fi hotspot accessory, the free Iridium AxcessPoint Mail & Web optimization software and the Iridium AxcessPoint Connect downloadable application, complements our handset offerings.

 

Iridium AxcessPoint. Iridium AxcessPoint is a portable and lightweight Wi-Fi hotspot accessory that connects smartphones or laptops to the Iridium network using an Iridium Extreme or Iridium 9555 satellite phone.

 

Iridium AxcessPoint Mail & Web. Iridium AxcessPoint Mail & Web software optimizes e-mail and Internet services on Apple iOS and Android OS devices and Windows and Mac laptops when those devices are connected over the Iridium network using Iridium AxcessPoint.  The software provides efficient use of time on the Iridium network by automatically setting up a data call and using data compression to improve the effective speed of a connection.

 

Iridium AxcessPoint Connect. Iridium AxcessPoint Connect is a downloadable application that turns any Windows laptop into a global Wi-Fi hotspot when connected to an Iridium Extreme or Iridium 9555 satellite phone. Iridium AxcessPoint Connect enables Wi-Fi-compatible devices to synchronize and respond to e-mail, or use the Internet, over the Iridium network.

 

We believe the Iridium AxcessPoint suite of products increases the use of our services by enabling end users to connect the consumer devices they already own more easily over the Iridium network.

 

Voice and Data Modems

 

We also offer a combined voice transceiver and data modem, which our distributors integrate into a variety of communications solutions that are deployed in different applications around the world. Our principal offering in this space is the Iridium 9522B L-Band transceiver, which utilizes the transceiver core of our Iridium 9555 satellite handset. In March 2012, we introduced the Iridium Core 9523 L-Band transceiver, which utilizes the smaller form factor transceiver core of our Iridium Extreme satellite handset. The Iridium Core 9523 complements the Iridium 9522B by providing a small voice and data module that can be integrated with other components to create a modem tailored for typical VAM applications as well as specific applications, such as a dual-mode terrestrial radio and satellite phone or M2M applications that require more data functionality. Our principal customers for our L-Band transceivers are VAMs, who integrate them into specialized devices that access our network.

 

Broadband Data Devices

 

Our Iridium Pilot terminal provides up to three independent voice lines and an Ethernet data port configurable for data speeds from 9.6 to 128 kbps over our Iridium OpenPort service. All voice and data capabilities can be used at the same time. Our principal customers for Iridium Pilot are service providers who integrate the device with their own hardware and software products to provide a suite of customer-focused voice and IP-based data packages for ship business, crew calling and e-mail. We believe the low cost of our Iridium Pilot terminal, combined with our high bandwidth and flexible configuration options, will allow us to grow our share of the existing maritime market while opening up new market sectors, such as luxury yachts, tug boats and other fishing and cruising vessels for which traditional marine satellite systems have typically been too costly. We also believe Iridium Pilot will be a growing complement to maritime Very Small Aperture Terminal, or VSAT, systems providing broadband and unlimited data services for ships, where Iridium Pilot can fill in coverage gaps, provide services where the VSAT terminal is not licensed to operate, and provide an alternate channel for VSAT maintenance and configuration.

 

Machine-to-Machine Data Devices

 

Our principal M2M devices are the Iridium 9602 and 9603 full-duplex short-burst data transceivers. The Iridium 9602 is a small data device with two-way transmission, capable of sending packet data to and from any point in the world with low latency. The principal customers for our Iridium 9602 data modems are VARs and VAMs, who embed the Iridium 9602 into their tracking, sensor, and data applications and systems, such as asset tracking systems. The Iridium 9602 is often combined with a GPS receiver to provide location information to customer applications. In May 2012, we introduced the Iridium 9603, an even smaller transceiver that is functionally identical to the Iridium 9602. In addition, an increasing number of VARs and VAMs are including a terrestrial global system for mobile communication (GSM) packet radio service modem as part of their Iridium applications to provide low cost cellular data transmission when available. These types of multiband applications are adopted by end users who require the ability to regularly transfer data but operate in areas with inconsistent cellular coverage. We provide gap-filler coverage for these applications, allowing users to operate anywhere on the globe. We continue to invest in research and development to develop smaller, lighter products in this market.

 

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Device Development and Manufacturing

 

We contract with Cambridge Consulting Ltd. and other suppliers to develop all of our devices, and with two contract manufacturers, to manufacture all of our devices in facilities in Thailand, Malaysia and the United States. Pursuant to our contracts with these manufacturers, we 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. The manufacturers generally repurchase the materials from us at the same price we paid, as required for the production of the devices. Our agreements with these manufacturers are automatically renewable for additional one-year terms unless terminated by either party. We generally provide our distributors with a warranty on subscriber equipment for one to five years from the date of activation, depending on the product. We also utilize other suppliers, some of which are available only from one source, to manufacture some of the component parts of our devices.

 

In addition to our principal products, we also offer a selection of accessories for our devices, including extended-life batteries, holsters, earbud headphones, portable auxiliary antennas, antenna adaptors, USB data cables and charging units, among others. We purchase these products from several third-party suppliers either pursuant to contractual agreements or off the shelf at market prices.

 

Our Spectrum

 

We hold licenses to use 8.725 MHz of continuous spectrum in the L-Band, which operates at 1.6 GHz, and allows for two-way communication between our devices and our satellites. In addition, we are authorized to use 200 MHz of K-Band (23 GHz) spectrum for satellite-to-satellite communications, known as inter-satellite links, and 400 MHz of Ka-Band spectrum (19.4 GHz to 19.6 GHz and 29.1 to 29.3 GHz) for two-way communication between our satellites and our gateways, known as feeder links. In February 2013, we filed an application for an additional 1.775 MHz of spectrum to increase our total amount to 10.5 MHz of continuous spectrum. Our products and services are offered in over 100 countries, and we and our distributors continue to seek authorizations in additional countries. Access to this spectrum enables us to design satellites, network and terrestrial infrastructure enhancements cost effectively because each product and service can be deployed and sold worldwide.

  

Our use of spectrum is globally coordinated and recorded by, and subject to the frequency rules and regulations of, the International Telecommunication Union, or ITU. The ITU is the United Nations organization responsible for worldwide co-operation in the telecommunications sector. In order to protect satellite systems from harmful radio frequency interference from other satellite systems, the ITU maintains a Master International Frequency Register of radio frequency assignments. Each ITU administration is required to give notice of, coordinate and record its proposed use of radio frequency assignments with the ITU’s Radiocommunication Bureau. The coordination negotiations are conducted by the national administrations with the assistance of satellite operators. When the coordination process is completed, the ITU formally notifies all proposed users of frequencies and orbital locations in order to protect the recorded assignments from subsequent nonconforming or interfering uses by member states of the ITU. Only member states have full standing within this inter-governmental organization. Filings to the ITU for our current constellation have been made on our behalf by the United States.

 

The ITU also controls the assignment of country codes used for placing telephone calls between different countries. Our network has been assigned the 8816 and 8817 country codes and uses these numbers for calling and communications between terminals.

 

Domestic and Foreign Revenue

 

We supply services and products to customers in a number of foreign countries. We allocate revenue geographically based on where we invoice our distributors, whom we bill for mobile satellite services and related equipment sales, and not according to the location of the end user. These distributors sell services directly or indirectly to end users, who may be located elsewhere. It is not possible for us to determine the geographical distribution of revenue from end users, as we do not contract directly with them. Substantially all of our revenue is invoiced in U.S. dollars. The table below sets forth the percentage of our revenue by country for the last three years:

 

   Year Ended   Year Ended   Year Ended 
   December 31,   December 31,   December 31, 
   2012   2011   2010 
             
United States   46%   46%   48%
Canada   14%   13%   14%
United Kingdom   11%   13%   12%
Other Countries (1)   29%   28%   26%

 

 

(1)No other single country represented more than 10% of our revenue for any of the periods indicated.

 

For more information about our revenue from sales to foreign and domestic customers, see Note 11 to our consolidated financial statements.

 

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Traffic Originating Outside the United States

 

A significant portion of our voice and data traffic originates outside the United States. The table below sets forth the percentage of our commercial voice and data traffic originating outside the United States, excluding Iridium OpenPort traffic, for the last three years.

 

   Year Ended   Year Ended   Year Ended 
   December 31,   December 31,   December 31, 
   2012   2011   2010 
             
Commercial voice traffic (minutes)   90%   90%   90%
Commercial data traffic (kilobytes)   69%   70%   67%

  

Our Network

 

Current Constellation

 

Our satellite network includes 66 in-orbit LEO satellites, in addition to five in-orbit spares. We also maintain a non-service in-orbit spare, which we use for testing purposes. The satellites operate in six orbital planes of eleven vehicles each in nearly circular polar orbits. Our operational satellites orbit at an altitude of approximately 483 miles (778 kilometers) above the earth and travel at approximately 16,689 mph, resulting in a complete orbit of the earth approximately every 100 minutes. The design of our constellation ensures that generally at least one satellite is visible to subscribers from any point on the earth’s surface, covering all of the world’s population. While our constellation offers true global coverage, most of our satellite services are not available in locations where a satellite signal cannot be transmitted or received or when the device or antenna does not have a direct line of sight to a satellite, such as inside a building.

 

Our constellation is unique among commercial constellations in its usage of radio frequency crosslinks between our satellites. These crosslinks enable each satellite to communicate with up to four other satellites in space, two in the same orbital plane and two in adjacent planes. Our traffic is generally routed automatically between satellites, which minimizes the ground infrastructure necessary to support the constellation by allowing the satellite that is then passing over the ground station to transmit all traffic to and from the rest of the satellite constellation to terrestrial-based networks such as the PSTN. This interlinked architecture enables our primary ground station gateway to support most commercial traffic globally.

 

We believe our interlinked satellite infrastructure provides several advantages over networks that rely on multiple terrestrial gateways like Globalstar’s and ORBCOMM’s networks. We have the only satellite network with true global coverage, and our constellation is less vulnerable to single points of failure, since traffic can be routed around any one satellite problem to complete the communications path. In addition, the small number of ground stations increases the security of our constellation, a factor that makes our network particularly attractive to government institutions and large enterprises. The low orbit of our constellation also allows our network to operate with low latency and with smaller antennas due to the proximity of our satellites to the earth.

 

Our constellation provides significant coverage overlap for mitigation of service gaps from individual satellite outages, particularly at higher northern and southern latitudes. Each satellite was designed with a high degree of on-board subsystem robustness, an on-board fault detection system, and isolation and recovery capabilities for safe and quick risk mitigation. Our ability to reconfigure the orbital location of each satellite provides us with operating flexibility and enhances our ability to maintain a commercially acceptable level of service. If a satellite should fail or become unusable, in most cases, we can reposition one of our in-orbit spare satellites to take over its functions. If there is an in-orbit spare located in the orbital plane of the failed satellite, such repositioning can often be accomplished within days, with minimal impact on our services. If there is no in-orbit spare located in the relevant orbital plane, redeploying an in-orbit spare into the affected plane will take at least one year. The design of our space and ground control system facilitates the real-time intervention and management of the satellite constellation and service upgrades via software enhancements.

 

Our commercial gateway is located in Tempe, Arizona. This gateway has multiple earth terminals that communicate with our satellites and pass calls seamlessly between gateway earth terminals and satellites as the satellites traverse the gateway, thereby connecting signals from the terminals of end users to our gateway. Gateways enable dedicated communications links that are not dependent on localized terrestrial telecommunications infrastructure where subscribers are using our services. Gateways also generate and control all user information pertaining to our registered users, such as user identity, geo-location and call detail records. The DoD owns and operates a dedicated gateway for U.S. government users to take advantage of this capability. This gateway provides an interface between voice and data devices and the Defense Information Systems Network and other terrestrial infrastructure, providing DoD users with secure communications capabilities. We are also working on a new gateway in Russia. We have received authorization from Russian authorities to commence commercial operations in Russia and expect to launch service in Russia during the first half of 2013, while work on our new gateway proceeds. We have also had discussions to build or reactivate additional gateways in other countries, such as China and India, that require gateways in their jurisdictions. These gateways would connect the commercial traffic to the constellation coming to and from their territory.

 

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We operate our satellite constellation from our satellite network operations center in Leesburg, Virginia. This facility manages the performance and status of each of our satellites, developing and distributing routing tables for use by the satellites and gateways, directing traffic routing through the network and controlling the formation of coverage areas by the satellites’ main mission antennas. We also operate telemetry, tracking, and control stations, or TTACs, and satellite earth station facilities in Fairbanks, Alaska and Chandler, Arizona in the United States, and in northern Canada and Norway. The Alaska and Norway ground stations also provide supplemental earth terminal capability for the Tempe gateway.

  

From time to time, individual satellites in our constellation experience operating problems that may result in a satellite outage, but due to overlapping coverage within our constellation, the individual satellite outages typically do not negatively affect our customers’ use of our system for a prolonged period. In addition, most system processing related to our service is performed using software onboard each satellite instead of on the ground. We believe this provides us with significant flexibility and has contributed to the longevity of the system by enabling engineers to develop additional functionality and software-based solutions to occasional faults and anomalies in the system.

 

We have experienced nine satellite losses since we reintroduced commercial satellite services in 2001 that have resulted in the complete loss of the affected satellites or the loss of the ability of the satellite to carry traffic on the network, most recently in August 2012. Eight of these losses were from satellites that failed in orbit, and one satellite was lost as a result of a 2009 collision with a non-operational Russian satellite. To date, each time we have lost a satellite we have had an in-orbit spare available to replace it.

 

Based on the failures and anomalies we have experienced to date, and considering the potential for future anomalies, we believe our current constellation will provide a commercially acceptable level of service through the transition to Iridium NEXT. We expect to be able to mitigate most satellite failures through the use of the remaining in-orbit spares, the implementation of software solutions, and by landing communications traffic at our ground station in Alaska or Norway and backhauling traffic to the Tempe gateway for processing and termination. Accordingly, we believe our constellation can provide a commercially acceptable level of service with fewer than 66 satellites.

 

In addition to our in-orbit spare satellites, we own spare parts for some of the equipment in our gateway and TTACs. We selectively replace parts for our gateway and TTACs as necessary and maintain an inventory of spare parts which we continuously monitor. When we do not have necessary spares in inventory or our spares become obsolete, we rely on third parties to develop necessary parts.

 

In 2010, we entered into an amended and restated long-term operations and maintenance agreement with Boeing, which we refer to as the O&M Agreement. Under the O&M Agreement, Boeing operates and maintains our satellite constellation. The term of the O&M Agreement runs concurrently with the operational life of the current constellation. The O&M Agreement provides for annual price reductions and other cost-saving opportunities and converts the fee for Boeing’s operations and maintenance services from a fixed-price fee to a time-and-materials fee with an annual limit on amounts paid.

 

We have also entered into an agreement with Boeing pursuant to which Boeing provides services in support of the development of Iridium NEXT and will operate and maintain Iridium NEXT, which we refer to as the NEXT Support Services Agreement. Boeing provides these services on a time-and-materials fee basis. The term of the NEXT Support Services Agreement runs concurrently with the operational life of the Iridium NEXT constellation. We are entitled to terminate the agreement for convenience and without cause commencing in 2019.

 

Pursuant to an amended and restated transition services, products and asset agreement, or the TSA, with Motorola, and a separate agreement with Boeing, Motorola, and the U.S. government, we are required to maintain an in-orbit liability insurance policy with a de-orbiting endorsement to cover the de-orbiting of our satellite constellation in the amount of $500.0 million per occurrence, and $1.0 billion in the aggregate. The current policy together with the de-orbiting endorsement covers amounts that we and other specified parties may become liable to pay for bodily injury or property damage to third parties related to processing, maintaining and operating our satellite constellation and, in the case of the de-orbiting endorsement, de-orbiting the satellite constellation, although it contains exceptions for third-party damages which may result from the 2009 in-orbit satellite collision. The policy covers us, the U.S. government, Boeing, as operator of our system, Motorola Solutions, Inc., or Motorola Solutions, as successor to Motorola, and other named beneficiaries. The policy has been renewed annually since the expiration of the original policy’s three-year term in 2003 and currently expires on December 8, 2013. In addition, we maintain a separate $1.0 billion product liability policy to cover Motorola Solutions’ potential liability as manufacturer of the satellites. Given the flexibility of our satellite constellation and in-orbit spares, we do not maintain in-orbit insurance covering losses from satellite failures or other operational problems affecting our constellation.

 

Our current satellite constellation license from the U.S. Federal Communications Commission, or FCC, is valid until November 2013, and we have applied for a license renewal. Under the FCC’s rules, we may continue to operate our satellite constellation beyond November 2013 pending FCC action on our renewal application. Our U.S. gateway earth station licenses expire between 2018 and 2026, and our U.S. government customer’s and commercial subscribers’ earth station licenses for end user devices will expire in 2021. We must file renewal applications for earth station licenses between 30 and 90 days prior to expiration.

 

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Constellation De-Orbiting Obligations

 

When Iridium Satellite purchased the assets of Iridium LLC out of bankruptcy, Boeing, Motorola and the U.S. government required specified de-orbit rights as a way to control potential liability risk arising from future operation of our current constellation, and to provide for the U.S. government’s obligation to indemnify Motorola pursuant to the Indemnification Agreement described below. As a result, the Indemnification Agreement was entered into among Iridium Satellite, Boeing, Motorola and the U.S. government, as subsequently amended in September 2010, giving the U.S. government the right, in its sole discretion, to require us to de-orbit our constellation in the event of (a) Iridium Satellite’s failure to maintain certain insurance and pay certain insurance premiums; (b) Iridium Satellite’s bankruptcy; (c) Iridium Satellite’s sale or the sale of any major asset in our satellite system; (d) Boeing’s replacement as the operator of our satellite system; (e) Iridium Satellite’s failure to provide certain notices as contemplated by the Indemnification Agreement; or (f) at any time after January 1, 2015. Prior to the September 2010 amendment of the Indemnification Agreement, the U.S. government had the right to require us to de-orbit our constellation at any time after June 5, 2009. Pursuant to the September 2010 amendment, the U.S. government may withdraw its agreement to postpone the exercise of its de-orbit right (i) on or after January 1, 2015; (ii) if Iridium Satellite violates any terms of the Indemnification Agreement or fails to comply with any terms of the September 2010 amendment; (iii) if more than four satellites have insufficient fuel to execute a 12-month de-orbit; (iv) if Iridium Satellite fails to comply with the de-boost plans; (v) upon a finding by the FCC, not remedied by Iridium Satellite in the time set forth by the FCC, that Iridium Satellite has failed to comply with the terms of the Iridium Orbital Debris Mitigation Plan filed with the FCC and then in effect; (vi) upon the cancellation, non-renewal or refusal to provide any insurance required by the Indemnification Agreement; and (vii) upon the termination or completion of the current or any successor agreement between Iridium Satellite and the DoD pursuant to which Iridium Satellite provides mobile satellite services to the DoD. The U.S. government also has the right to require us to de-orbit any of our individual functioning satellites, including in-orbit spares, that have been in orbit for more than seven years, unless the U.S. government grants a postponement. All of our functioning satellites have been in orbit for more than seven years.

 

Motorola Solutions, as successor to Motorola, also has the right to require us to de-orbit our constellation pursuant to the TSA and pursuant to the O&M Agreement. Under these agreements, Motorola Solutions may require the de-orbit of our constellation upon the occurrence of any of the following: (a) the bankruptcy of our company, Iridium Holdings, Iridium Constellation LLC or Iridium Satellite; (b) Iridium Satellite’s breach of the TSA; (c) Boeing’s breach of the O&M Agreement or a related agreement between Boeing and Motorola Solutions; (d) an order from the U.S. government requiring the de-orbiting of our satellites; (e) Motorola Solutions’ determination that changes in law or regulation may require it to incur specified costs relating to the operation, maintenance, re-orbiting or de-orbiting of our constellation; or (f) our failure to obtain, on commercially reasonable terms, product liability insurance to cover Motorola Solutions’ position as manufacturer of the satellites, provided the U.S. government has not agreed to cover what would have otherwise been paid by such policy.

 

Pursuant to the O&M Agreement, Boeing similarly has the unilateral right to de-orbit our constellation upon the occurrence of any of the following events: (a) Iridium Constellation’s failure to pay Boeing in accordance with the terms of the O&M Agreement; (b) Iridium Constellation’s or Iridium Satellite’s bankruptcy; (c) Iridium Constellation’s failure to maintain certain insurance policies; (d) a default by Iridium Constellation under the O&M Agreement; or (e) changes in law or regulation that may increase the risks or costs associated with the operation or de-orbit process or the cost of operation or de-orbit of the constellation.

 

We have certain de-orbit obligations under our FCC licenses. Specifically, pursuant to an orbital debris mitigation plan incorporated into our FCC satellite constellation license in 2002, we are required to lower each satellite to an orbit with a perigee of approximately 250 kilometers as it reaches the end of its useful life and to coordinate these orbit-lowering maneuvers with the United States Space Command. We have filed a modification application with the FCC to conform our satellite end of life procedures to the less stringent 600 kilometer de-orbit standards for non-geostationary satellites that the FCC acknowledged in 2004 would serve the public interest. Our modification application remains pending. We also hold special temporary authority to operate three of our satellites according to the orbital debris mitigation plan specified in our pending modification application.

 

Iridium NEXT

 

Our satellites continue to perform well, but they have exceeded their original design lives, and we are currently developing our next-generation satellite constellation, Iridium NEXT, which we expect to commence launching in early 2015. The current constellation is expected to provide a commercially acceptable level of service through the transition to Iridium NEXT. We estimate the aggregate costs associated with the design, build and launch of Iridium NEXT and related infrastructure upgrades through 2017 to be approximately $3 billion. We believe our credit facility, described below, together with internally generated cash flow, including potential revenue from hosted payloads, and the proceeds from our October 2012 convertible preferred stock issuance will be sufficient to fully fund the aggregate costs associated with the design, build and launch of Iridium NEXT and related ground infrastructure upgrades through 2017.

 

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Full Scale Development and Launch Services Agreements

 

In June 2010, we executed a primarily fixed price full scale development contract, or FSD, with Thales Alenia Space France, or Thales, for the design and manufacture of satellites for Iridium NEXT. The total price under the FSD will be approximately $2.2 billion, and we expect our payment obligations under the FSD to extend into the third quarter of 2017. As of December 31, 2012, we had made total payments of $682.9 million to Thales.

 

In March 2010, we entered into an agreement with Space Exploration Technologies Corp., or SpaceX, to secure SpaceX as the primary launch services provider for Iridium NEXT. The SpaceX agreement has a maximum price of $492.0 million. In August 2012, we entered into an amendment to our launch services agreement with SpaceX. The amendment reduced the number of contracted launches and increased the number of satellites to be carried on each launch vehicle. The amendment also reduced the maximum price under the original SpaceX agreement from $492.0 million to $453.1 million. As of December 31, 2012, we had made total payments of $65.1 million to SpaceX. The SpaceX Falcon 9 launch vehicle is configured to carry ten Iridium NEXT satellites to orbit with each launch.

 

In June 2011, we entered into an agreement with International Space Company Kosmotras, or Kosmotras, as a supplemental launch service provider for Iridium NEXT. The Kosmotras agreement provides for the purchase of up to six launches and six additional launch options. Each launch can carry two satellites. If we purchase all six launches, we will pay Kosmotras a total of approximately $184.3 million. We expect to exercise an option for one launch for the first two Iridium NEXT satellites. Our payments to Kosmotras for the single launch would be approximately $51.8 million. If we do not purchase any additional launches by March 31, 2013, the Kosmotras agreement will terminate as to the remaining optional launches. As of December 31, 2012, we had made aggregate payments of $11.2 million to Kosmotras.

 

COFACE Credit Facility

 

On October 4, 2010, we entered into the Credit Facility with a syndicate of bank lenders. Ninety-five percent of our obligations under the Credit Facility are insured by Compagnie Française d’Assurance pour le Commerce Extérieur, or COFACE, the French export credit agency. The Credit Facility consists of two tranches, with draws and repayments applied pro rata in respect of each tranche:

 

•Tranche A – $1,537,500,000 at a fixed rate of 4.96%; and

 

•Tranche B – $262,500,000 at a floating rate equal to the London Interbank Offer Rate, or LIBOR, plus 1.95%.

 

In connection with each draw we make under the Credit Facility, we also borrow an amount equal to 6.49% of the draw to cover the premium for the COFACE insurance policy. We also pay a commitment fee of 0.80% per year, in semi-annual installments, on any undrawn portion of the Credit Facility. Funds drawn under the Credit Facility are used for 85% of the costs under the FSD for the construction of Iridium NEXT satellites, the premium for the COFACE policy, and the payment of a portion of interest during a part of the construction and launch phase of Iridium NEXT.

 

Scheduled semi-annual principal repayments will begin six months after the earlier of (i) the successful deployment of a specified number of Iridium NEXT satellites or (ii) September 30, 2017. During this repayment period, we will pay interest on the same date as the principal repayments. Prior to the repayment period, interest payments are due on a semi-annual basis in April and October of each year. The Credit Facility will mature seven years after the start of the repayment period.

 

Our obligations under the Credit Facility are guaranteed by us and our subsidiaries that are obligors under the Credit Facility and are secured on a senior basis by a lien on substantially all of our assets and those of some of our subsidiaries.

 

We may not prepay any borrowings under the Credit Facility prior to December 31, 2015. If, on that date, a specified number of Iridium NEXT satellites have been successfully launched and we have adequate time and resources to complete the Iridium NEXT constellation on schedule, we may prepay the borrowings without penalty. In addition, following the completion of the Iridium NEXT constellation, we may prepay the borrowings without penalty. We may not subsequently borrow any amounts repaid. We must repay the loans in full upon (i) a delisting of our common stock, (ii) a change in control of our company or our ceasing to own 100% of any of the other obligors or (iii) the sale of all or substantially all of our assets. We must apply all or a portion of specified capital raising proceeds, insurance proceeds and condemnation proceeds to the prepayment of the loans. The Credit Facility includes customary representations, events of default, covenants and conditions precedent to our drawing of funds. The financial covenants include:

 

•a minimum cash requirement;

 

•a minimum debt-to-equity ratio level;

 

•maximum capital expenditure levels;

 

•minimum consolidated operational earnings before interest, taxes, depreciation and amortization levels;

 

•minimum cash flow requirements from customers who have hosted payloads on our satellites;

 

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•minimum debt service reserve cash levels;

 

•a minimum debt service coverage ratio level; and

 

•maximum leverage levels.

 

The covenants also place limitations on the ability of us and our subsidiaries to carry out mergers and acquisitions; dispose of assets; grant security interests; declare, make or pay dividends; enter into specified transactions with affiliates; fund payments under the FSD from our own resources; incur additional indebtedness; or make loans, guarantees or indemnities.

 

In August 2012, we entered into a supplemental agreement, or the Supplemental Agreement, with the syndicate of bank lenders, or the Lenders, under the Credit Facility. The Supplemental Agreement amended and restated the Credit Facility. The Supplemental Agreement authorizes us to fund and operate our Aireon subsidiary for the purpose of establishing a space-based ADS-B business for global aviation monitoring. Specifically, the Supplemental Agreement excludes Aireon from the group of companies (we and our material subsidiaries) that are obligors under the Credit Facility and from our consolidated financial results for purposes of calculating compliance with the financial covenants. The Supplemental Agreement allows us to make a $12.5 million investment in Aireon, the injection of up to $10 million worth of airtime credits into Aireon, if needed, as provided for in Aireon’s agreement with Harris Corporation, described below, to build the ADS-B system payloads, and an additional investment of up to $15 million raised from issuances of our common equity. The Supplemental Agreement requires us to use any net distributions that we receive from Aireon to repay the debt under the Credit Facility and to issue the Lenders a security interest in our ownership interest in Aireon.

 

The Supplemental Agreement also includes revised financial covenant levels to reflect changes in timing of expected receipts of cash flows from secondary payloads and other changing business conditions and revised launch and backup launch requirements consistent with the amendment to our launch services agreement with SpaceX, described above. The amendment to the Credit Facility did not modify the principal amount, interest rates, repayment dates, or maturity of the Credit Facility. The Supplemental Agreement required us to raise $100 million through a combination of the issuance of convertible preferred or common equity and warrant exercises by April 30, 2013. We satisfied this requirement primarily through the sale of our 7.00% Series A Cumulative Convertible Preferred Stock, or Series A Preferred Stock, in October 2012 for net proceeds of $96.5 million. We also received $9.1 million from the exercise of warrants during the third quarter of 2012.

 

Through March 1, 2013, our total borrowings under the Credit Facility were $751.8 million.

 

Harris Agreement

 

In June 2012, Aireon entered into an agreement with Harris Corporation for the design, development and production of the payload for each of the planned Iridium NEXT satellites. The Harris agreement does not provide for any guarantee of payment by us or Iridium Satellite LLC, but we intend to make available an injection into Aireon of up to $10 million worth of airtime credits to be used to satisfy a portion of the payments to be made by Aireon under the Harris agreement in the event that Aireon cannot make such payments.

 

Aireon LLC Agreement

 

On November 19, 2012, Iridium Satellite and Aireon entered into an Amended and Restated Limited Liability Company Agreement of Aireon, or the Aireon LLC Agreement, with NAV CANADA and NAV CANADA Satellite, Inc., a wholly owned subsidiary of NAV CANADA.

 

Under the Aireon LLC Agreement, NAV CANADA Satellite may acquire up to a controlling interest in Aireon, which prior to the date of the Aireon LLC Agreement was a wholly owned subsidiary of Iridium Satellite. The Aireon LLC Agreement provides for the purchase by NAV CANADA Satellite of Series A preferred membership interests in five tranches representing up to 51% of the fully diluted equity of Aireon for an aggregate investment of up to $150 million. Each tranche is subject to the satisfaction of various operational, commercial, regulatory and financial conditions. NAV CANADA Satellite made its first tranche investment of $15 million in November 2012, representing 5.1% of the fully diluted equity of Aireon, with planned additional tranches of $40 million in 2013, $65 million in 2014, $15 million in 2015 and $15 million in 2017.

 

The Aireon LLC Agreement provides for Aireon to be managed by a seven-member board of directors. Currently, Iridium Satellite may nominate five directors, NAV CANADA may nominate one director, and one director shall be an independent director agreed to by Iridium Satellite and NAV CANADA. The Aireon LLC Agreement also provides the minority-interest holder with several protective provisions.

 

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Competition

 

The mobile satellite services industry is highly competitive but has significant barriers to entry, including the cost and difficulty associated with obtaining spectrum licenses and successfully building and launching a satellite network. In addition to cost, there is a significant amount of lead-time associated with obtaining the required licenses, building and launching the satellite constellation and deploying the ground network technology. We are not aware of any other companies currently planning to enter the mobile satellite services industry. We currently face substantial competition from other service providers that offer a range of mobile and fixed communications options. Currently, our principal mobile satellite services competitors are Inmarsat, Globalstar and ORBCOMM. We compete primarily on the basis of coverage, quality, mobility and pricing of services and products.

 

Inmarsat has been a provider of communications services, including voice and data services, since 1982. Inmarsat owns and operates a fleet of GEO satellites. Unlike LEO satellites, GEO satellites orbit the earth at approximately 22,300 miles above the equator. GEO operators require substantially larger and more expensive antennas, and typically have higher transmission delays than LEO operators. Due to its GEO system, Inmarsat’s coverage area extends and covers most bodies of water except for a majority of the polar regions. Inmarsat is the leading provider of satellite communications services to the maritime sector. Inmarsat also offers land-based and aviation communications services.

 

Globalstar owns and operates a fleet of LEO satellites. Globalstar began commercial services in 2000. Globalstar’s service is available only on a multi-regional basis as a result of its “bent pipe” architecture, which requires that voice and data transmissions be routed from satellites immediately to nearby ground stations. This design requires the use of multiple ground stations, which are impractical in extreme latitudes or over oceans. Unlike Inmarsat and us, Globalstar sells a higher percentage of its products and services directly to end users. Globalstar has indicated that satellite failures and other problems affecting its constellation are currently limiting its ability to provide two-way services. Globalstar is in the process of finalizing the configuration of its second-generation satellite constellation, with launches completed in February 2013. It has currently arranged to replace only 24 of the original 48 satellites.

 

ORBCOMM also provides commercial services using a fleet of LEO satellites. Like Globalstar, ORBCOMM’s network also has a “bent pipe” architecture, which limits its real-time coverage area. ORBCOMM’s principal focus is low-cost data and M2M services, where it directly competes with our M2M offerings. Because a ground station may not be within view of a satellite, ORBCOMM’s services may have a significant amount of latency, which may limit their use in some mission-critical applications. It does not offer voice service or high-speed data services. Like us, ORBCOMM is developing its second-generation satellite constellation. ORBCOMM suffered the loss of all six of its most recently launched satellites and has scheduled a new launch campaign to begin in mid-2013. The launch campaign will consist of one launch in mid-2013 and a second in 2014.

 

We also compete with regional mobile satellite communications services in several geographic markets. In these cases, the majority of our competitors’ customers require regional, not global, mobile voice and data services, so our competitors may present a viable alternative to our services. All of these competitors operate or plan to operate GEO satellites. Our regional mobile satellite services competitors currently include Thuraya Telecommunications Co., or Thuraya, principally in Europe, the Middle East, Africa, Australia and several countries in Asia, as well as TerreStar Corporation in North America. DISH Network Corp. purchased TerreStar out of bankruptcy in 2011 and is awaiting the outcome of an FCC notice of proposed rulemaking that could allow it to operate a terrestrial wireless service. Plans for any DISH/Terrestar mobile satellite services remain unclear.

 

While we view our services as largely complementary to terrestrial wireline and wireless communications networks, we also compete with them indirectly. We provide service in areas that are inadequately covered by these ground systems. To the extent that terrestrial communications companies invest in underdeveloped areas, we will face increased competition in those areas. We believe that local telephone companies currently are reluctant to invest in new switches, landlines and cellular towers to expand their networks in rural and remote areas due to high costs and limited usage. Many of the underdeveloped areas are sparsely populated, making it difficult to generate the necessary returns on the capital expenditures required to build terrestrial wireless networks in those areas. We believe that our solutions offer a cost-effective and reliable alternative to terrestrial-based wireline and wireless systems in these remote regions.

 

Research and Development

 

Our research and development efforts have focused on the development, design and testing of new products and services, such as Iridium Pilot, introduced in February 2012, our Iridium Extreme handset and Iridium AccessPoint mobile Wi-Fi hotspot device, introduced in 2011, and the planning and development of the Iridium NEXT constellation and ground infrastructure. We also develop product and service enhancements and new applications for our existing products and services. Our research and development expenses were $15.5 million, $18.7 million and $19.2 million for the years ended December 31, 2012, 2011 and 2010, respectively.

 

Employees

 

As of December 31, 2012, we had 211 full-time employees, none of whom is subject to any collective bargaining agreement. We consider our employee relations to be good.

 

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Intellectual Property

 

At December 31, 2012, we held eight U.S. patents and one foreign patent. These patents cover several aspects of our satellite system, our global network and our devices.

 

In addition to our owned intellectual property, we also license critical system technology from Motorola Solutions, including software and systems to operate and maintain our network as well as technical information for the design and manufacture of our devices. This intellectual property is essential to our ability to continue to operate our constellation and sell our handsets. We also have licensed technology from Motorola Solutions relating to the development of Iridium NEXT and related ground infrastructure, products and services. We maintain our licenses with Motorola Solutions pursuant to several agreements, which can be terminated by Motorola Solutions upon the commencement by or against us of any bankruptcy proceeding or other specified liquidation proceedings or upon our material failure to perform or comply with any provision of the agreements. If Motorola Solutions were to terminate any such agreement, it may be difficult or, under certain circumstances, impossible to obtain the technology from alternative vendors. Motorola Solutions has assigned to a third party a portion of the patents that are covered by some of these licenses.

 

We license additional system technology from other third parties and expect to do so in the future both in connection with our current network, products and services and with the development of Iridium NEXT and related ground infrastructure, products and services. If any such third party were to terminate its agreement with us or cease to support and service this technology, or if we are unable to renew such licenses on commercially reasonable terms or at all, it may be difficult, more expensive or impossible to obtain those services from alternative vendors. Any substitute technology may also have lower quality or performance standards, which would adversely affect the quality of our products and services. For more information, see “Risk Factors—We are dependent on intellectual property licensed from third parties to operate our constellation and sell our devices and for the enhancement of our existing products and services.”

 

Available Information

 

Copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments, if any, to those reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge through our website at www.iridium.com and on the website of the Securities and Exchange Commission, or SEC, at www.sec.gov. A request for any of these reports may also be submitted to us by writing: Investor Relations, Iridium Communications Inc., 1750 Tysons Boulevard, Suite 1400, McLean, VA 22102, or by calling our Investor Relations line at 703-287-7570.

 

ITEM 1A.     Risk Factors

 

Our business plan depends on increased demand for mobile satellite services, among other factors.

 

Our business plan is predicated on growth in demand for mobile satellite services. Demand for mobile satellite services may not grow, or may even contract, either generally or in particular geographic markets, for particular types of services or during particular time periods. A lack of demand could impair our ability to sell products and services, develop and successfully market new products and services and could exert downward pressure on prices. Any decline in prices would decrease our revenue and profitability and negatively affect our ability to generate cash for investments and other working capital needs.

 

Our ability to successfully implement our business plan will also depend on a number of other factors, including:

 

  · our ability to maintain the health, capacity and control of our existing satellite constellation;
     
  · our ability to complete the design, build and launch of Iridium NEXT and related ground infrastructure, products and services, and, once launched, our ability to maintain the health, capacity and control of the new satellite constellation;
     
  · the level of market acceptance and demand for our products and services;
     
  · our ability to introduce innovative new products and services that satisfy market demand, including new service offerings on Iridium NEXT;
     
  ·

our ability to obtain additional business using our existing spectrum resources both in the United States and internationally;

 

  · our ability to sell our products and services in additional countries;
     
  · our ability to maintain our relationship with U.S. government customers, particularly the DoD;

 

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  · the ability of our distributors to market and distribute our products, services and applications effectively and their continued development of innovative and improved solutions and applications for our products and services;
     
  · the effectiveness of our competitors in developing and offering similar services and products; and
     
  · our ability to maintain competitive prices for our products and services and to control our costs.

 

Our business plan depends in large part on the success of our subsidiary, Aireon LLC, which is our primary hosted payload customer.

 

In June 2012, we announced our plans to host a payload being developed by our subsidiary, Aireon LLC, as our primary hosted payload. We currently expect to rely on the cash flows generated from this hosted-payload arrangement with Aireon to satisfy a portion of our capital requirements through the development and deployment of Iridium NEXT. Aireon’s payload will be a satellite-based ADS-B system for global air traffic monitoring, and Aireon’s success will depend on its ability to successfully develop and manufacture this system. Deploying an ADS-B system on satellites is a new and unproven method for providing this service and will require significant technological development. Aireon will need to complete the development and manufacture of its ADS-B payloads in time to include them on our Iridium NEXT satellites, which we expect to begin launching in early 2015. In addition, Aireon’s success will depend on the development of the market for a space-based ADS-B service among air navigation service providers, such as the U.S. Federal Aviation Administration.

 

Aireon will itself require significant additional capital to complete the successful development, deployment and operation of its system. The Aireon LLC Agreement provides for the purchase by NAV CANADA Satellite of additional membership interests in five tranches through late 2017 for an aggregate investment of up to $150 million. Each tranche, however, is subject to the satisfaction of various operational, commercial, regulatory and financial conditions, some of which will be out of our control, and NAV CANADA has significant discretion in the determination of whether those conditions have been met.

 

The management of Aireon is not entirely within our control given the significant veto rights and other protective provisions provided to NAV CANADA, and for accounting purposes, we treat Aireon as a subsidiary that we do not control. As a result, we may not be able to cause Aireon to take actions that we believe are necessary for its ultimate success.

 

If Aireon is not successful and fails to pay its hosting costs, our ability to pursue our business plan would be compromised unless we were able to replace those amounts with capital from other sources.

 

We may need additional capital to design, build and launch Iridium NEXT and related ground infrastructure, products and services, and to pursue additional growth opportunities. If we fail to maintain access to sufficient capital, we will not be able to successfully implement our business plan.

 

Our business plan calls for the development of Iridium NEXT, the development of new product and service offerings, upgrades to our current services, hardware and software upgrades to maintain our ground infrastructure and upgrades to our business systems. We estimate the costs associated with the design, build and launch of Iridium NEXT and related ground infrastructure upgrades through 2017 to be approximately $3 billion. While we expect to fund these costs with borrowings under the Credit Facility and the proceeds from the sale of our Series A Preferred Stock, which closed on October 3, 2012, together with internally generated cash flows, including potential revenues from hosted payloads, it is possible that these sources will not be sufficient to fully fund Iridium NEXT.

 

Our ability to make ongoing draws under the Credit Facility will depend upon our satisfaction of various borrowing conditions from time to time, some of which will be outside of our control. In addition, there can be no assurance that our internally generated cash flows will meet our current expectations, or that we will not encounter increased costs. Among other factors leading to the uncertainty over our internally generated cash flows, Aireon may be unable to pay its hosting costs. If available funds from the Credit Facility and internally generated cash flows, including cash from hosted payload arrangements, are less than we expect, we might need to finance the remaining cost of Iridium NEXT by raising additional debt or equity financing. In addition, we may need additional capital to design and launch new products and services on Iridium NEXT. Such additional financing may not be available on favorable terms, or at all. If we are unable to raise such additional capital, our ability to maintain our network, design, build and launch Iridium NEXT and related ground infrastructure, develop new products and services and pursue additional growth opportunities will be impaired, which would significantly limit the development of our business and impair our ability to provide a commercially acceptable level of service. We expect to experience overall liquidity levels lower than our recent liquidity levels. Inadequate liquidity could compromise our ability to pursue our business plans and growth opportunities and make borrowings under the Credit Facility, delay the ultimate deployment of Iridium NEXT or otherwise impair our business and financial position.

 

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If we fail to satisfy the ongoing borrowing conditions of the Credit Facility, we may be unable to fund Iridium NEXT.

 

We plan to use borrowings under the Credit Facility to partially fund the construction of our Iridium NEXT satellites, including borrowing to capitalize interest otherwise due under the Credit Facility. Our ability to continue to draw funds under the Credit Facility over time will depend on the satisfaction of borrowing conditions, including:

 

  · compliance with the covenants under the Credit Facility, including financial covenants and covenants relating to hosted payloads;
     
  · accuracy of the representations we make under the Credit Facility;
     
  · compliance with the other terms of the Credit Facility, including the absence of events of default; and
     
  · maintenance of our insurance policy with COFACE.

 

Some of these borrowing conditions may be outside of our control or otherwise difficult to satisfy. If we do not continue to satisfy the borrowing conditions under the Credit Facility and cannot obtain a waiver from the Lenders, we would need to find other sources of financing. We would have to seek the permission of the lenders under the Credit Facility in order to obtain many alternative sources of financing, and there can be no assurance that we would have access to other sources of financing on acceptable terms, or at all.

 

If we default under the Credit Facility, the lenders may require immediate repayment in full of amounts borrowed or foreclose on our assets.

 

The Credit Facility contains events of default, including:

 

  •   non-compliance with the covenants under the Credit Facility, including financial covenants and covenants relating to hosted payloads;

 

  •   cross-default with other indebtedness;

 

  •   insolvency of any obligor under the Credit Facility;

 

  •   revocation of the COFACE policy;

 

  •   failure to maintain our current satellite constellation or complete Iridium NEXT by a specified time; and

 

  •   a determination by the lenders that we have experienced a material adverse change in our business.

 

Some of these events of default are outside of our control or otherwise difficult to satisfy. If we experience an event of default, the lenders may require repayment in full of all principal and interest outstanding under the Credit Facility. It is unlikely we would have adequate funds to repay such amounts prior to the scheduled maturity of the Credit Facility. If we fail to repay such amounts, the lenders may foreclose on the assets we have pledged under the Credit Facility, which includes substantially all of our assets and those of our domestic subsidiaries.

 

The Credit Facility restricts the manner in which we may operate our business, which may prevent us from successfully implementing our business plan.

 

The Credit Facility contains restrictions on the operation of our business, including limits on our ability to:

 

  •   make capital expenditures;

 

  •   carry out mergers and acquisitions;

 

  •   dispose of or grant liens on our assets;

 

  •   enter into transactions with our affiliates;

 

  •   pay dividends or make distributions to our stockholders;

 

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  •   incur indebtedness;

 

  •   prepay indebtedness; and

 

  •   make loans, guarantees or indemnities.

 

The Credit Facility also prohibits us from paying dividends to holders of our Series A Preferred Stock if we are unable to certify that we anticipate being able to comply with the financial covenants of the Credit Facility for the next 12 months each time we declare a dividend. If we are unable to make that certification, we will not be able to pay the dividends on the Series A Preferred Stock. If we do not pay dividends on the Series A Preferred Stock for six quarterly periods (whether or not consecutive), the holders of the Series A Preferred Stock will have the power to elect two members of our board of directors, whose interest may differ from those of our other stockholders. In addition, any dividend we fail to pay will accrue, and the holders of our Series A Preferred Stock will be entitled to a preferential distribution of $100 per share plus all accrued and unpaid dividends before any distribution may be made to our common stockholders in connection with any liquidation event.

 

Complying with these restrictions may cause us to take actions that are not favorable to holders of our securities and may make it more difficult for us to successfully execute our business plan and compete against companies who are not subject to such restrictions.

 

If we are unable to effectively develop and deploy Iridium NEXT before our current satellite constellation ceases to provide a commercially acceptable level of service, our business will suffer.

 

We are currently developing Iridium NEXT, which we expect to commence launching in early 2015. While we expect our current satellite constellation to provide a commercially acceptable level of service through the transition to Iridium NEXT, we cannot guarantee it will do so. If we are unable to effectively deploy Iridium NEXT for any reason, whether as a result of insufficient funds, manufacturing or launch delays, launch failures, in-orbit satellite failures, inability to achieve or maintain orbital placement, failure of the satellites to perform as expected, interference between any hosted payload and our network, or delays in receiving regulatory approvals or otherwise, before our current constellation ceases to provide a commercially acceptable level of service, or if we experience backward compatibility problems with our new constellation once deployed, we would likely lose customers and business opportunities to our competitors, resulting in a material decline in revenue and profitability and the inability to service our debt.

 

Iridium NEXT may not be completed on time, and the costs associated with it may be greater than expected.

 

We estimate that the costs associated with the design, build and launch of Iridium NEXT and related ground infrastructure upgrades through 2017 will be approximately $3 billion, although our actual costs could substantially exceed this estimate. We may not complete Iridium NEXT and related ground infrastructure on time, on budget or at all. The design, manufacture and launch of satellite systems are highly complex and historically have been subject to delays and cost overruns. Development of Iridium NEXT may suffer from additional delays, interruptions or increased costs due to many factors, some of which may be beyond our control, including:

 

  · lower than anticipated internally generated cash flows, including from Aireon and other hosted payloads;

 

  · the failure to maintain our ability to make draws under the Credit Facility, including by reason of our failure to satisfy any ongoing financial or other condition to making draws;

  

  · operating and other requirements imposed by the lenders under the Credit Facility;

 

  · engineering or manufacturing performance falling below expected levels of output or efficiency;

 

  · interference between any hosted payload and our network;

 

  · complex integration of our ground segment with the Iridium NEXT satellites and the transition from our current constellation;

 

  · denial or delays in receipt of regulatory approvals or non-compliance with conditions imposed by regulatory authorities;

 

  · the breakdown or failure of equipment or systems;

 

  · non-performance by third-party contractors, including the prime system contractor;

 

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·the inability to license necessary technology on commercially reasonable terms or at all;

 

·use of a new or unproven launch vehicle or the failure of the launch services provider to sustain its business;

 

·launch delays or failures or in-orbit satellite failures once launched or the decision to manufacture additional replacement satellites for future launches;

 

·labor disputes or disruptions in labor productivity or the unavailability of skilled labor;

 

·increases in the costs of materials;

 

·changes in project scope;

 

·additional requirements imposed by changes in laws; or

 

·severe weather or catastrophic events, such as fires, earthquakes or storms.

 

In addition, there can be no assurance the ground infrastructure needed to complete Iridium NEXT will be completed on-time, on budget or at all. If the design, manufacture and deployment of Iridium NEXT costs more or takes longer than we anticipate, our ability to continue to develop Iridium NEXT and related ground infrastructure could be compromised.

 

Loss of any Iridium NEXT satellite during launch could delay or impair our ability to offer our services, and launch insurance, to the extent available, will not fully cover this risk.

 

The launch of our Iridium NEXT satellites will be subject to the inherent risk of launch failures, which could result in the loss or destruction of one or more satellites. We have entered into our launch services agreement with SpaceX, pursuant to which SpaceX will provide launch services to us in connection with our deployment of Iridium NEXT. The SpaceX agreement contemplates seven launches of ten satellites each on SpaceX’s Falcon 9 launch vehicle over a two-year period. SpaceX has a limited operating history and limited financial resources, and the Falcon 9 has a limited launch history, which could expose us to delay, greater risk of launch failure or the need to utilize an alternate launch services provider, which could substantially increase our launch costs. We have also entered into a launch services agreement with Kosmotras pursuant to which Kosmotras will provide supplemental or alternative launch services for Iridium NEXT. We also expect to exercise an option to have Kosmotras launch the first two Iridium NEXT satellites. The use of Kosmotras to replace the contemplated SpaceX launches would increase our launch costs, and the Kosmotras agreement provides for the launch of only up to 24 satellites, which is not enough to launch the entire Iridium NEXT constellation.

 

We are required under the terms of the Credit Facility to insure a portion of the launch of our Iridium NEXT satellites, and we expect to self-insure the remaining portion. Launch insurance currently costs approximately 6% to 15% of the insured value of the satellites launched, including launch costs, but costs may vary depending on market conditions and the safety record of the launch vehicle. In addition, we expect any launch insurance policies that we obtain to include specified exclusions, deductibles and material change limitations. Typically, these insurance policies contain exclusions customary in the industry for damage arising from acts of war, lasers and other similar potential risks. If launch insurance rates were to rise substantially, our future launch costs could increase. It is also possible that insurance could become unavailable or prohibitively expensive, either generally or for a specific launch vehicle, or that new insurance could be subject to broader exclusions on coverage or limitations on losses, in which event we would bear the risk of launch failures. Even if a lost satellite is fully insured, acquiring a replacement satellite may be difficult and time-consuming and could delay the deployment of Iridium NEXT. Furthermore, launch insurance does not cover lost revenue.

 

Our satellites have a limited life and may fail prematurely, which would cause our network to be compromised and materially and adversely affect our business, prospects and profitability.

 

Since we introduced commercial services in 2001, we have experienced nine satellite losses, most recently in August 2012. Eight of our satellites have failed in orbit, which has resulted in either the complete loss of the affected satellites or the loss of the ability of the satellite to carry traffic on the network, and one satellite was lost as a result of a collision with a non-operational Russian satellite. Also, our satellites have already exceeded their original design lives. While actual useful life typically exceeds original design life, the useful lives of our satellites may be shorter than we expect, and additional satellites may fail or collide with space debris or other satellites in the future. Although to date we have had an in-orbit spare available to replace each lost satellite, we can provide no assurance that our in-orbit spare satellites will be sufficient to replace all future lost satellites, that we will be able to replace them in a timely manner, or that the spare satellite will provide the same level of performance as the lost satellite. As a result, while we expect our current constellation to provide a commercially acceptable level of service through the transition to Iridium NEXT, we cannot guarantee it will be able to do so. In-orbit failure may result from various causes, including component failure, loss of power or fuel, inability to control positioning of the satellite, solar or other astronomical events, including solar radiation and flares, and space debris. Other factors that could affect the useful lives of our satellites include the quality of construction, gradual degradation of solar panels and the durability of components. Radiation-induced failure of satellite components may result in damage to or loss of a satellite before the end of its expected life. As our constellation has aged, some of our satellites have experienced individual component failures affecting their coverage or transmission capacity, and other satellites may experience such failures in the future, which could adversely affect the reliability of their service or result in total failure of the satellite. As a result, fewer than 66 of our current in-orbit satellites are fully functioning at any time. Although we do not incur any direct cash costs related to the failure of a satellite, if a satellite fails, we record an impairment charge in our statement of operations to reduce the remaining net book value of that satellite to zero, and any such impairment charges could significantly depress our net income for the period in which the failure occurs.

 

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From time to time, we are advised by our customers and end users of temporary intermittent losses of signal cutting off calls in progress, preventing completions of calls when made or disrupting the transmission of data. If the magnitude or frequency of such problems increase and we are no longer able to provide a commercially acceptable level of service, our business and financial results and our reputation would be hurt and our ability to pursue our business plan would be compromised.

 

We may be required in the future to make further changes to our constellation to maintain or improve its performance. Any such changes may require prior FCC approval, and the FCC may subject the approval to other conditions that could be unfavorable to our business. In addition, from time to time we may reposition our satellites within the constellation in order to optimize our service, which could result in degraded service during the repositioning period. Although we have some ability to remedy some types of problems affecting the performance of our satellites remotely from the ground, the physical repair of our satellites in space is not feasible.

 

Our agreements with U.S. government customers, particularly the DoD, which represent a significant portion of our revenue, are subject to change or termination.

 

The U.S. government, through a dedicated gateway owned and operated by the DoD, has been and continues to be, directly and indirectly, our largest customer, representing 20% of our revenue for the year ended December 31, 2012 and 23% of our revenue for the year ended December 31, 2011. We provide the majority of our services to the U.S. government pursuant to two contracts, both of which were entered into in April 2008 and provided for a one-year base term and up to four additional one-year options exercisable at the election of the U.S. government. These agreements expire on March 31, 2013, although based on federal acquisition regulations, the government has the ability to extend each agreement through September 30, 2013, and has informed us that it plans to do so. We are currently negotiating renewals of these contracts, but we can provide no assurance that we will be able to do so on favorable terms, or at all. Further, the U.S. government may terminate these agreements, in whole or in part, at any time for its convenience. If the U.S. government terminates its agreements with us or fails to renew such agreements, or if the renewal is not on favorable terms, we would lose a significant portion of our revenue.

 

Our relationship with the U.S. government is subject to the overall U.S. government budget and appropriation decisions and processes. U.S. government budget decisions, including with respect to defense spending, are based on changing government priorities and objectives, which are driven by numerous factors, including geopolitical events and macroeconomic conditions, and are beyond our control. Significant changes to U.S. defense spending, including as a result of changes in the nature of the conflicts in Afghanistan and Iraq, continued reductions in U.S. personnel in those countries, or from the potential budget cuts commonly referred to as sequestration, could reduce demand for our services and products by the U.S. government.

 

We are dependent on intellectual property licensed from third parties to operate our constellation and sell our devices and for the enhancement of our existing products and services.

 

We license critical system technology, including software and systems, to operate and maintain our network as well as technical information for the design, manufacture and sale of our devices. This intellectual property is essential to our ability to continue to operate our constellation and sell our services, handsets and data devices. In addition, we are dependent on third parties to develop enhancements to our current products and services even in circumstances where we own the intellectual property. If any third-party owner of such intellectual property were to terminate any license agreement with us or cease to support and service this technology or perform development on our behalf, or if we are unable to renew such licenses on commercially reasonable terms or at all, it may be difficult, more expensive or impossible to obtain such services from alternative vendors. Any substitute technology may also be costly to develop and integrate, and have lower quality or performance standards, which would adversely affect the quality of our products and services. In connection with the design, manufacture and operation of Iridium NEXT and related ground infrastructure and the development of new products and services to be offered on Iridium NEXT, we may be required to obtain additional intellectual property rights from third parties. We can offer no assurance that we will be able to obtain such intellectual property rights on commercially reasonable terms or at all. If we are unable to obtain such intellectual property rights on commercially reasonable terms, we may not be able to complete Iridium NEXT and related ground infrastructure on budget or at all or may not be able to develop new products and services to be offered on Iridium NEXT.

 

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Our products could fail to perform or perform at reduced levels of service because of technological malfunctions or deficiencies or events outside of our control which would seriously harm our business and reputation.

 

Our products and services are subject to the risks inherent in a large-scale, complex telecommunications system employing advanced technology. Any disruption to our satellites, services, information systems or telecommunications infrastructure could result in the inability of our customers to receive our services for an indeterminate period of time. These customers include government agencies conducting mission-critical work throughout the world, as well as consumers and businesses located in remote areas of the world and operating under harsh environmental conditions where traditional telecommunications services may not be readily available. Any disruption to our services or extended periods of reduced levels of service could cause us to lose customers or revenue, result in delays or cancellations of future implementations of our products and services, result in failure to attract customers or result in litigation, customer service or repair work that would involve substantial costs and distract management from operating our business. The failure of any of the diverse elements of our system, including our satellites, our commercial gateway, or our satellite network operations center, to function as required could render our system unable to perform at the quality and capacity levels required for success. Any system failures, repeated product failures or shortened product life or extended reduced levels of service could reduce our sales, increase costs or result in warranty or liability claims, cause us to extend our warranty period and seriously harm our business.

 

As our product portfolio expands, our failure to manage growth effectively could impede our ability to execute our business plan, and we may experience increased costs or disruption in our operations.

 

We currently face a variety of challenges, including maintaining the infrastructure and systems necessary for us to operate as a public company and managing the growth of our business. As our product portfolio continues to expand, the responsibilities of our management team and other company resources also grow. Consequently, we may further strain our management and other company resources with the increased complexities and administrative burdens associated with a larger, more complex product portfolio. For example, we have in the past experienced quality issues in connection with the introduction of new products and services, and we may experience such issues in the future. Our failure to meet these challenges as a result of insufficient management or other resources could significantly impede our ability to execute our business plan. To properly manage our growth, we may need to hire and retain additional personnel, upgrade our existing operational management and financial and reporting systems, and improve our business processes and controls. Failure to effectively manage the expansion of our product portfolio in a cost-effective manner could result in declines in product and service quality and customer satisfaction, increased costs or disruption of our operations.

 

As we and our distributors expand our offerings to include more consumer-oriented devices, we are more likely to be subject to product liability claims or recalls, which could adversely affect our business and financial performance.

 

Through our network of distributors, we offer several products and services aimed at individual consumers, and we and our distributors continue to introduce more such products and services. These products and services, such as satellite handsets, personal locator devices and location-based services, may be used in isolated and dangerous locations, including emergency response situations, and users who suffer property damage, personal injury or death while using the product or service may seek to assert claims against us. We seek to limit our exposure to such claims through appropriate disclosures, indemnification provisions and disclaimers, but these steps may not be effective. We also maintain product liability insurance, but this insurance may not cover any particular claim, or the amount of insurance may be inadequate to cover the claims brought against us. Product liability insurance could become more expensive and difficult to maintain and might not be available on acceptable terms or at all. In addition, it is possible that our products would become the subject of a mandatory product recall as a result of a product defect, or that we might voluntarily conduct a recall. We do not maintain recall insurance, so any recall could have a significant effect on our financial results. In addition to the direct expenses of product liability claims and recalls, a claim or recall might cause us adverse publicity, which could harm our reputation and compromise our ability to sell our products in the future.

 

The collection, storage, transmission, use and disclosure of user data and personal information could give rise to liabilities or additional costs as a result of laws, governmental regulations and evolving views of personal privacy rights.

 

We transmit, and in some cases store, end user data, including personal information. In jurisdictions around the world, personal information is becoming increasingly subject to legislation and regulations intended to protect consumers’ privacy and security. The interpretation of privacy and data protection laws and regulations regarding the collection, storage, transmission, use and disclosure of such information in some jurisdictions is unclear and evolving. These laws may be interpreted and applied in conflicting ways from country to country and in a manner that is not consistent with our current data protection practices. Complying with these varying international requirements could cause us to incur additional costs and change our business practices. Because our services are accessible in many foreign jurisdictions, some of these jurisdictions may claim that we are required to comply with their laws, even where we have no local entity, employees or infrastructure. We could be forced to incur significant expenses if we were required to modify our products, our services or our existing security and privacy procedures in order to comply with new or expanded regulations.

 

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In addition, if end users allege that their personal information is not collected, stored, transmitted, used or disclosed appropriately or in accordance with our privacy policies or applicable laws, we could have liability to them. Any failure on our part to protect end users’ privacy and data could result in a loss of user confidence, hurt our reputation and ultimately result in the loss of users.

 

Additional satellites may collide with space debris or another spacecraft, which could adversely affect the performance of our constellation.

 

In February 2009, we lost an operational satellite as a result of a collision with a non-operational Russian satellite. Although we have some ability to actively maneuver our satellites to avoid potential collisions with space debris or other spacecraft, this ability is limited by, among other factors, uncertainties and inaccuracies in the projected orbit location of and predicted conjunctions with debris objects tracked and cataloged by the U.S. government. Additionally, some space debris is too small to be tracked and therefore its orbital location is completely unknown; nevertheless, this debris is still large enough to potentially cause severe damage or a failure of our satellites should a collision occur. If our constellation experiences additional satellite collisions with space debris or other spacecraft, our service could be impaired.

 

The space debris created by the February 2009 satellite collision may cause damage to other spacecraft positioned in a similar orbital altitude.

 

The collision of one of our satellites with a non-operational Russian satellite created a space debris field concentrated in the orbital altitude where the collision occurred, and thus increased the risk of space debris damaging or interfering with the operation of our satellites, which travel in this orbital altitude, as well as satellites owned by third parties, such as U.S. or foreign governments or agencies and other satellite operators. Although there are tools used by us and providers of tracking services, such as the U.S. Joint Space Operations Center, to detect, track and identify space debris, we or third parties may not be able to maneuver the satellites away from such debris in a timely manner. Any such collision could potentially expose us to significant losses and liability if we were found to be at fault.

 

If we experience operational disruptions with respect to our commercial gateway or operations center, we may not be able to provide service to our customers.

 

Our commercial satellite network traffic is supported by a primary ground station gateway in Tempe, Arizona. In addition, we operate our satellite constellation from our satellite network operations center in Leesburg, Virginia. Currently, we do not have a backup facility for our gateway, and we would not be able to immediately implement our backup to the Virginia operations center if that facility experienced a catastrophic failure. Both facilities are subject to the risk of significant malfunctions or catastrophic loss due to unanticipated events and would be difficult to replace or repair and could require substantial lead-time to do so. Material changes in the operation of these facilities may be subject to prior FCC approval, and the FCC might not give such approval or may subject the approval to other conditions that could be unfavorable to our business. Our gateway and operations center may also experience service shutdowns or periods of reduced service in the future as a result of equipment failure, delays in deliveries or regulatory issues. Any such failure would impede our ability to provide service to our customers.

 

We do not maintain in-orbit insurance covering our losses from satellite failures or other operational problems affecting our constellation.

 

We do not maintain in-orbit insurance covering losses that might arise as a result of a satellite failure or other operational problems affecting our constellation. The terms of the Credit Facility, however, require us to obtain and maintain such insurance for the Iridium NEXT satellites for a period of 12 months after launch. We may not be able to obtain such insurance on acceptable terms, or at all. If we are not able to obtain in-orbit insurance, we may be unable to obtain a waiver, which would trigger an event of default under the Credit Facility and would likely accelerate repayment of all outstanding borrowings. Even if we obtain in-orbit insurance in the future, the coverage may not be sufficient to compensate us for satellite failures and other operational problems affecting our satellites, as it may either contain large deductible amounts or provide reimbursement only after a specified number of satellite failures. As a result, a failure of one or more of our satellites or the occurrence of equipment failures and other related problems could constitute an uninsured loss and could harm our financial condition.

 

We may be negatively affected by current global economic conditions.

 

Our operations and performance depend significantly on worldwide economic conditions. Uncertainty about current global economic conditions poses a risk as individual consumers, businesses and governments may postpone spending in response to tighter credit, negative financial news, declines in income or asset values or budgetary constraints. Reduced demand would cause a decline in our revenue and make it more difficult for us to operate profitably, potentially compromising our ability to pursue our business plan. While we expect the number of our subscribers and revenue to continue to grow, we expect the future growth rate will be slower than our historical growth and may not continue in every quarter of every year. We expect our future growth rate will be affected by the current economic slowdown, increased competition, maturation of the satellite communications industry and the difficulty in sustaining high growth rates as we increase in size. Any substantial appreciation of the U.S. dollar may also negatively affect our growth by increasing the cost of our products and services in foreign countries.

 

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If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.

 

We are subject to the reporting requirements of the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations of the NASDAQ Stock Market. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls over financial reporting. We perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting in our Annual Reports on Form 10-K, as required by Section 404 of the Sarbanes-Oxley Act. If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements, and we may conclude that our internal controls over financial reporting are not effective. If that were to happen, the market price of our stock could decline and we could be subject to sanctions or investigations by NASDAQ, the SEC or other regulatory authorities.

 

Maintaining effective internal controls over financial reporting is necessary for us to produce reliable financial statements. In connection with the preparation of our quarterly report for the three months ended September 30, 2012, management discovered an error caused by a previously existing material weakness in internal controls over financial reporting relating to accounting for income taxes. This material weakness led to the need for the restatement of our financial statements for the years ended December 31, 2009, 2010 and 2011 and for the quarters ended December 31, 2009 through December 31, 2011. If we fail to maintain effective controls over financial reporting in the future, it could result in a material misstatement of our financial statements that would not be prevented or detected on a timely basis and which could cause investors and other users to lose confidence in our financial statements.

 

We could lose market share and revenue as a result of increasing competition from companies in the wireless communications industry, including cellular and other satellite operators, and from the extension of land-based communications services.

 

We face intense competition in all of our markets, which could result in a loss of customers and lower revenue and make it more difficult for us to enter new markets. We compete primarily on the basis of coverage, quality, portability and pricing of services and products.

 

The provision of satellite-based services and products is subject to downward price pressure when capacity exceeds demand or as a result of aggressive discounting by some operators under financial pressure to expand their respective market share. In addition, we may face competition from new competitors, new technologies or new equipment. For example, we may face competition for our land-based services in the United States from incipient ancillary terrestrial component, or ATC, service providers who are currently raising capital and designing a satellite operating business and a terrestrial component around their spectrum holdings. In addition, some of our competitors have announced plans for the launch of additional satellites. As a result of competition, we may not be able to successfully retain our existing customers and attract new customers.

 

In addition to our satellite-based competitors, terrestrial voice and data service providers, both wireline and wireless, could further expand into rural and remote areas and provide the same general types of services and products that we provide through our satellite-based system. Although satellite communications services and terrestrial communications services are not perfect substitutes, the two compete in some markets and for some services. Consumers generally perceive terrestrial wireless voice communication products and services as cheaper and more convenient than those that are satellite-based. Many of our terrestrial competitors have greater resources, wider name recognition and newer technologies than we do. In addition, industry consolidation could hurt us by increasing the scale or scope of our competitors, thereby making it more difficult for us to compete.

 

Some of the hardware and software we use in operating our gateway was designed and manufactured over ten years ago, and portions are becoming more difficult and expensive to service, upgrade or replace.

 

Some of the hardware and software we use in operating our gateway was designed and manufactured over ten years ago, and portions are becoming obsolete. As they continue to age, they may become less reliable and will be more difficult and expensive to service, upgrade or replace. Although we maintain inventories of some spare parts, it nonetheless may be difficult or impossible to obtain all necessary replacement parts for the hardware. Our business plan contemplates updating or replacing some of the hardware and software in our network, but the age of our existing hardware and software may present us with technical and operational challenges that complicate or otherwise make it infeasible to carry out our planned upgrades and replacements, and the expenditure of resources, both from a monetary and human capital perspective, may exceed our estimates. If we are not able to suitably upgrade and replace our equipment, obsolescence of the technologies that we use could hurt our ability to provide our services and therefore to generate revenue.

 

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Rapid and significant technological changes in the satellite communications industry may impair our competitive position and require us to make significant additional capital expenditures.

 

The satellite communications industry is subject to rapid advances and innovations in technology. We may face competition in the future from companies using new technologies and new satellite systems. New technology could render our system obsolete or less competitive by satisfying customer demand in more attractive ways or through the introduction of incompatible standards. Particular technological developments that could adversely affect us include the deployment by our competitors of new satellites with greater power, flexibility, efficiency or capabilities than our current constellation or Iridium NEXT, as well as continuing improvements in terrestrial wireless technologies. For us to keep up with technological changes and remain competitive, we may need to make significant capital expenditures, including capital to design and launch new products and services on Iridium NEXT, which are not included in our current cost estimates. Customer acceptance of the products and services that we offer will continually be affected by technology-based differences in our product and service offerings compared to those of our competitors. New technologies may also be protected by patents or other intellectual property laws and therefore may not be available to us. Any failure on our part to implement new technology within our system may compromise our ability to compete.

 

Use by our competitors of L-band spectrum for terrestrial services could interfere with our services.

 

In February 2003, the FCC adopted rules that permit satellite service providers to establish ATC networks in previously satellite-only bands. In November 2012, Globalstar filed a petition for rulemaking, asking the FCC to permit it to provide terrestrial service in L-band spectrum and to eliminate ATC network requirements, which we are opposing. The implementation of ATC services by satellite service providers in the United States or other countries may result in increased competition for the right to use L-band spectrum in the 1.6 GHz band, which we use to provide our services, and such competition may make it difficult for us to obtain or retain the spectrum resources we require for our existing and future services. In addition, the FCC’s decision to permit ATC services was based on assumptions relating to the level of interference that the provision of ATC services would likely cause to other satellite service providers that use the L-band spectrum. If the FCC’s assumptions prove inaccurate, or the level of ATC services provided exceeds those estimated by the FCC, ATC services could interfere with our satellites and devices, which may adversely affect our services. Outside the United States, other countries have implemented or are considering implementing regulations to facilitate ATC-like services.

 

Our networks and those of our third-party service providers may be vulnerable to security risks.

 

We expect the secure transmission of confidential information over public networks to continue to be a critical element of our ability to compete for business and protect our customers and our reputation. Our network and those of our third-party service providers and our customers may be vulnerable to unauthorized access, computer viruses and other security problems. Persons who circumvent security measures could wrongfully obtain or use information on the network or cause interruptions, delays or malfunctions in our operations, any of which could harm our reputation, cause demand for our products and services to fall and compromise our ability to pursue our business plans. Recently, there have been reported a number of significant, widespread security breaches that have compromised network integrity for many companies and governmental agencies, in some cases reportedly originating from outside the United States. In addition, there are reportedly private products available in the market today which attempt to unlawfully intercept communications made on our network. We may be required to expend significant resources to protect against the threat of security breaches or to alleviate problems, including reputational harm and litigation, caused by any breaches. In addition, our customer contracts may not adequately protect us against liability to third parties with whom our customers conduct business. Although we have implemented and intend to continue to implement industry-standard security measures, these measures may prove to be inadequate and result in system failures and delays that could lower network availability, which could harm our business and our reputation.

 

We are dependent on third parties to market and sell our products and services.

 

We rely on third-party distributors to market and sell our products and services to end users and to determine the prices end users pay. We also depend on our distributors to develop innovative and improved solutions and applications integrating our product and service offerings. As a result of these arrangements, we are dependent on the performance of our distributors to generate substantially all of our revenue. Our distributors operate independently of us, and we have limited control over their operations, which exposes us to significant risks. Distributors may not commit the necessary resources to market and sell our products and services and may also market and sell competitive products and services. In addition, our distributors may not comply with the laws and regulatory requirements in their local jurisdictions, which could limit their ability to market or sell our products and services. If our distributors develop faulty or poorly performing products using our technology or services, we may be subject to claims, and our reputation could be harmed. If current or future distributors do not perform adequately, or if we are unable to locate competent distributors in particular countries and secure their services on favorable terms, we may be unable to increase or maintain our revenue in these markets or enter new markets, we may not realize our expected growth, and our brand image and reputation could be hurt.

 

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In addition, we may lose distributors due to competition, consolidation, regulatory developments, business developments affecting our distributors or their customers, or for other reasons. Any future consolidation of our distributors would further increase our reliance on a few key distributors of our services and the amount of volume discounts that we may have to give such distributors. Our two largest distributors, Astrium and Inmarsat, each represented 10% of our revenue for the year ended December 31, 2012, and our ten largest distributors represented, in the aggregate, 48% of our revenue for the year ended December 31, 2012. The loss of any of these distributors, or a decrease in the level of effort expended by any of them to promote our products and services, could reduce the distribution of our products and services as well as the development of new products and applications.

 

We rely on a limited number of key vendors for supply of equipment and services.

 

We rely on two single-source contracts for the manufacture of our current devices, including our mobile handsets, L-Band transceivers and short-burst data devices. Either of these manufacturers may choose to terminate its business relationship with us when its current contractual obligations are completed, or at such earlier time as contemplated by our current agreement. If a manufacturer terminates its relationship with us, we may not be able to find a replacement supplier in a timely manner, at an acceptable price, or at all. We are highly dependent on these manufacturers’ performance as the sole suppliers of our devices. We also utilize sole source suppliers for some of the component parts of our devices.

 

These manufacturers and suppliers may become capacity-constrained as a result of a surge in demand, a natural disaster or other event, resulting in a shortage or interruption in supplies or an inability to meet increased demand. Although we might be able to replace sole source suppliers, there could be a substantial period of time in which our products would not be available; any new relationship may involve higher costs and delays in development and delivery, and we might encounter technical challenges in successfully replicating the manufacturing processes. If our manufacturers or suppliers terminate their relationships with us, fail to provide equipment or services to us on a timely basis or fail to meet our performance expectations, we might be unable to provide products or services to our customers in a competitive manner, which could in turn negatively affect our financial results and our reputation.

 

In addition, we depend on Boeing to provide operations and maintenance services with respect to our satellite network, including engineering, systems analysis, integration and testing of new equipment and operations and maintenance services, from our technical support center in Chandler, Arizona and our satellite network operations center in Leesburg, Virginia. Technological competence is critical to our business and depends, to a significant degree, on the work of technically skilled personnel, such as our Boeing contractors. If Boeing’s performance falls below expected levels or if Boeing has difficulties retaining the personnel servicing our network, the operations of our satellite network could be compromised. In addition, if Boeing terminates its agreement with us, we may not be able to find a replacement provider on favorable terms or at all, which could impair the operations and performance of our network. Replacing Boeing as the operator of our satellite system could also trigger de-orbit rights held by the U.S. government, which, if exercised, would eliminate our ability to offer satellite communications services altogether.

 

We have been and may in the future become subject to claims that our products violate the patent or intellectual property rights of others, which could be costly and disruptive to us.

 

We operate in an industry that is susceptible to significant intellectual property litigation. As a result, we or our products may become subject to intellectual property infringement claims or litigation. The defense of intellectual property suits is both costly and time-consuming, even if ultimately successful, and may divert management’s attention from other business concerns. An adverse determination in litigation to which we may become a party could, among other things:

 

•subject us to significant liabilities to third parties, including treble damages;

 

•require disputed rights to be licensed from a third party for royalties that may be substantial;

 

•require us to cease using technology that is important to our business; or

 

•prohibit us from selling some or all of our products or offering some or all of our services.

 

Conducting and expanding our operations outside the United States creates numerous risks, which may harm our operations and compromise our ability to expand our international operations.

 

We have significant operations outside the United States. According to our estimates, commercial data traffic originating outside the United States, excluding Iridium OpenPort traffic, accounted for 69% of total commercial data traffic for the year ended December 31, 2012, while commercial voice traffic originating outside the United States, excluding Iridium OpenPort traffic, accounted for 90% of total commercial voice traffic for the year ended December 31, 2012. We cannot provide the precise geographical distribution of revenue from end users because we do not contract directly with them. Instead, we determine the country in which we earn our revenue based on where we invoice our distributors. These distributors sell services directly or indirectly to end users, who may be located or use our products and services elsewhere. We and our distributors are also seeking authorization to sell our services in additional countries.

 

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Conducting operations outside the United States involves numerous special risks and, while expanding our international operations would advance our growth, it would also increase these risks. These include:

 

•difficulties in penetrating new markets due to established and entrenched competitors;

 

•difficulties in developing products and services that are tailored to the needs of local customers;

 

•lack of local acceptance or knowledge of our products and services;

 

•lack of recognition of our products and services;

 

•unavailability of or difficulties in establishing relationships with distributors;

 

•significant investments, including the development and deployment of dedicated gateways, as some countries require physical gateways within their jurisdiction to connect the traffic coming to and from their territory;

 

•instability of international economies and governments;

 

•changes in laws and policies affecting trade and investment in other jurisdictions;

 

•exposure to varying legal standards, including intellectual property protection in other jurisdictions;

 

•difficulties in obtaining required regulatory authorizations;

 

•difficulties in enforcing legal rights in other jurisdictions;

 

•local domestic ownership requirements;

 

•requirements that operational activities be performed in-country;

 

•changing and conflicting national and local regulatory requirements; and

 

•foreign currency exchange rates and exchange controls.

 

These risks could affect our ability to successfully compete and expand internationally.

 

Government organizations, foreign military and intelligence agencies, natural disaster aid associations and event-driven response agencies use our commercial voice and data satellite communications services. Accordingly, we may experience reductions in usage due to changing global circumstances, including as a result of changes in the nature of the conflicts in Afghanistan and Iraq, or continued reductions in U.S. and foreign personnel in those countries.

 

The prices for our products and services are typically denominated in U.S. dollars. Any appreciation of the U.S. dollar against other currencies will increase the cost of our products and services to our international customers and, as a result, may reduce the competitiveness of our international offerings and make it more difficult for us to grow internationally.

 

We are currently unable to offer service in important regions of the world due to regulatory requirements, which limits our growth.

 

Our ability to provide service in some regions is limited by local regulations. Some countries, including India, have specific regulatory requirements such as local domestic ownership requirements or requirements for physical gateways within their jurisdiction to connect traffic coming to and from their territory. While we have had discussions with parties in these countries to satisfy these regulatory requirements, we may not be able to find an acceptable local partner or reach an agreement to develop additional gateways, or the cost of developing and deploying such gateways may be prohibitive, which could impair our ability to expand our product and service offerings in such areas and undermine our value for potential users who require service in these areas. Also, other countries where we already provide service may impose similar requirements, which could restrict our ability to continue to provide service in those countries. The inability to offer to sell our products and services in all major international markets could impair our international growth. In addition, the construction of such gateways in foreign countries may trigger and require us to comply with various U.S. regulatory requirements that could conflict with or contravene the laws or regulations of the local jurisdiction. Any of these developments could limit, delay or otherwise interfere with our ability to construct gateways or other infrastructure or network solutions around the world.

 

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The U.S. government, Motorola Solutions and Boeing may unilaterally require us to de-orbit our current constellation upon the occurrence of specified events.

 

As described elsewhere in this report, when Iridium Satellite purchased the assets of Iridium LLC out of bankruptcy, Boeing, Motorola and the U.S. government required specified de-orbit rights as a way to control potential liability risk arising from future operation of the constellation. As a result, Iridium Satellite, Boeing, Motorola and the U.S. government entered into an agreement giving the U.S. government the right to, in its sole discretion, require us to de-orbit our constellation upon the occurrence of specified events.

 

Motorola Solutions, as successor to Motorola, and Boeing each also have the right to require us to de-orbit our constellation pursuant to our agreements with them upon the occurrence of specified events.

 

We cannot guarantee that the U.S. government, Motorola Solutions or Boeing will not unilaterally exercise their de-orbiting rights upon the occurrence of any of the specified events. If we were required to de-orbit our constellation, we would be unable to continue to provide mobile satellite communications services.

 

We may be unable to obtain and maintain contractually required liability insurance, and the insurance we obtain may not cover all liabilities to which we may become subject.

 

Under our agreement with Motorola, we are required to maintain an in-orbit liability insurance policy with a de-orbiting endorsement. The current policy, together with the de-orbiting endorsement, covers amounts that we and other specified parties may become liable to pay for bodily injury and property damages to third parties related to processing, maintaining and operating our satellite constellation and, in the case of the de-orbiting endorsement, de-orbiting our satellite constellation. Our current policy has a one-year term, which expires on December 8, 2013, and excludes coverage for all third-party damages relating to the 2009 collision of our satellite with a non-operational Russian satellite. The price, terms and availability of insurance have fluctuated significantly since we began offering commercial satellite services. The cost of obtaining insurance can vary as a result of either satellite failures or general conditions in the insurance industry. Higher premiums on insurance policies would increase our cost. In-orbit liability insurance policies on satellites may not continue to be available on commercially reasonable terms or at all. In addition to higher premiums, insurance policies may provide for higher deductibles, shorter coverage periods and additional policy exclusions. For example, our current de-orbit insurance covers only twelve months from attachment and therefore would not cover losses arising outside that timeframe. Our failure to renew our current in-orbit liability insurance policy or obtain a replacement policy would trigger de-orbit rights held by the U.S. government and Boeing described in the immediately preceding risk factor, which, if exercised, would eliminate our ability to provide mobile satellite communications services. In addition, even if we continue to maintain an in-orbit liability insurance policy, the coverage may not protect us against all third-party losses, which could be material.

 

Our current in-orbit liability insurance policy contains, and we expect any future policies would likewise contain, specified exclusions and material change limitations customary in the industry. These exclusions may relate to, among other things, losses resulting from in-orbit collisions such as the one we experienced in 2009, acts of war, insurrection, terrorism or military action, government confiscation, strikes, riots, civil commotions, labor disturbances, sabotage, unauthorized use of the satellites and nuclear or radioactive contamination, as well as claims directly or indirectly occasioned as a result of noise, pollution, electrical and electromagnetic interference and interference with the use of property.

 

In addition to our in-orbit liability insurance policy, we are required to purchase product liability insurance to cover the potential liability of Motorola Solutions, as the manufacturer of the satellites in our current constellation. We may not in the future be able to renew this product liability coverage on reasonable terms and conditions, or at all. Our failure to maintain this insurance could increase our exposure to third-party damages that may be caused by any of our satellites. As described elsewhere in this report, if we are unable to obtain such insurance on commercially reasonable terms and the U.S. government has not agreed to cover the amounts that would have otherwise been paid by such insurance, Motorola Solutions could invoke its de-orbit rights which, if exercised, would eliminate our ability to provide mobile satellite communications services.

 

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Wireless devices’ radio frequency emissions are the subject of regulation and litigation concerning their environmental effects, which includes alleged health and safety risks. As a result, we may be subject to new regulations, demand for our services may decrease, and we could face liability based on alleged health risks.

 

There has been adverse publicity concerning alleged health risks associated with radio frequency transmissions from portable hand-held telephones that have transmitting antennas. Lawsuits have been filed against participants in the wireless industry alleging a number of adverse health consequences, including cancer, as a result of wireless phone usage. Other claims allege consumer harm from failures to disclose information about radio frequency emissions or aspects of the regulatory regimes governing those emissions. Although we have not been party to any such lawsuits, we may be exposed to such litigation in the future. While we comply with applicable standards for radio frequency emissions and power and do not believe that there is valid scientific evidence that use of our phones poses a health risk, courts or governmental agencies could determine otherwise. Any such finding could reduce our revenue and profitability and expose us and other wireless providers to litigation, which, even if frivolous or unsuccessful, could be costly to defend.

 

If consumers’ health concerns over radio frequency emissions increase, they may be discouraged from using wireless handsets. Further, government authorities might increase regulation of wireless handsets as a result of these health concerns. Any actual or perceived risk from radio frequency emissions could reduce the number of our subscribers and demand for our products and services.

 

Our business is subject to extensive government regulation, which mandates how we may operate our business and may increase our cost of providing services and slow our expansion into new markets.

 

Our ownership and operation of a satellite communications system and the sale of products that operate on that system are subject to significant regulation in the United States by the FCC and in foreign jurisdictions by similar local authorities. The rules and regulations of the FCC or these foreign authorities may change, and such authorities may adopt regulations that limit or restrict our operations as presently conducted or currently contemplated. Such authorities may also make changes in the licenses of our competitors that affect our spectrum. Such changes may significantly affect our business. Further, because regulations in each country are different, we may not be aware if some of our distribution partners or persons with whom we or they do business do not hold the requisite licenses and approvals. Our failure to provide services in accordance with the terms of our licenses or our failure to operate our satellites or ground stations as required by our licenses and applicable laws and government regulations could result in the imposition of government sanctions on us, including the suspension or cancellation of our licenses. Our failure or delay in obtaining the approvals required to operate in other countries would limit or delay our ability to expand our operations into those countries. Our failure to obtain industry standard certifications for our products could compromise our ability to generate revenue and conduct our business in other countries. Any imposition of sanctions, loss of license or failure to obtain the authorizations necessary to use our assigned radio frequency spectrum and to distribute our products in the United States or foreign jurisdictions could cause us to lose sales, hurt our reputation and impair our ability to pursue our business plan.

 

In addition, one of our subsidiaries, Iridium Carrier Services LLC, holds a common carrier radio license and is thus subject to regulation as a common carrier, including limitations and prior approval requirements with respect to direct or indirect foreign ownership. A change in the manner in which we provide service, or a failure to comply with common carrier regulations or pay required fees, could result in sanctions including fines, loss of authorizations, or the denial of applications for new authorizations or the renewal of existing authorizations.

 

Security and emergency services regulations in the U.S. and other countries may affect our ability to operate our system and to expand into new markets.

 

Our operations are subject to regulations of the U.S. State Department’s Office of Defense Trade Controls relating to the export of satellites and related technical data, the U.S. Treasury Department’s Office of Foreign Assets Control relating to transactions involving entities sanctioned by the United States, and the U.S. Commerce Department’s Bureau of Industry and Security relating to our subscriber equipment. We are also required to provide U.S. and some foreign government law enforcement and security agencies with call interception services and related government assistance, in respect of which we face legal obligations and restrictions in various jurisdictions. Given our global operations and unique network architecture, these requirements and restrictions are not always easy to harmonize. In addition, some countries require providers of telecommunications services to connect specified emergency numbers to local emergency services. We have discussed and continue to discuss with authorities in various countries the procedures used to satisfy our obligations, and have had to, and may in the future need to, obtain amendments or waivers to licenses or obligations in various countries. Countries are not obligated to grant requested amendments or waivers, and there can be no assurance that relevant authorities will not suspend or revoke our licenses or take other legal actions to attempt to enforce the requirements of their respective jurisdictions.

 

These U.S. and foreign obligations and regulations may limit or delay our ability to offer products and services in a particular country. As new laws and regulations are issued, we may be required to modify our business plans or operations. In addition, changing and conflicting national and local regulatory requirements may cause us to be in compliance with local requirements in one country, while not being in compliance with the laws and regulations of another. If we fail to comply with regulations in the United States or any other country, we could be subject to sanctions that could make it difficult or impossible for us to operate in the United States or such other country.

 

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If the FCC revokes, modifies or fails to renew or amend our licenses, our ability to operate will be harmed or eliminated.

 

We hold FCC licenses, specifically a license for our current satellite constellation, licenses for our U.S. gateway and other ground facilities and blanket earth station licenses for U.S. government customers and commercial subscribers, that are subject to revocation if we fail to satisfy specified conditions or to meet prescribed milestones. The FCC licenses are also subject to modification by the FCC. Our satellite constellation, U.S. gateway earth station and the U.S. government customer and commercial subscriber earth station licenses expire between November 2013 and the year 2026. There can be no assurance that the FCC will renew the FCC licenses we hold. If the FCC revokes, modifies or fails to renew or amend the FCC licenses we hold, or if we fail to satisfy any of the conditions of our respective FCC licenses, we may not be able to continue to provide mobile satellite communications services.

 

Pursuing strategic transactions may cause us to incur additional risks.

 

We may pursue acquisitions, joint ventures or other strategic transactions from time to time. We may face costs and risks arising from any such transactions, including integrating a new business into our business or managing a joint venture. These risks may include adverse legal, organizational and financial consequences, loss of key customers and distributors and diversion of management’s time.

 

In addition, any major business combination or similar strategic transaction would require approval under the Credit Facility and may require significant external financing. Depending on market conditions, investor perceptions of our company and other factors, we might not be able to obtain approvals under the Credit Facility or financing on acceptable terms, in acceptable amounts or at appropriate times to implement any such transaction. Any such financing, if obtained, may further dilute existing stockholders.

 

Spectrum values historically have been volatile, which could cause the value of our business to fluctuate.

 

Our business plan is evolving, and it may in the future include forming strategic partnerships to maximize value for our spectrum, network assets and combined service offerings in the United States and internationally. Values that we may be able to realize from such partnerships will depend in part on the value placed on our spectrum authorizations. Valuations of spectrum in other frequency bands historically have been volatile, and we cannot predict at what amount a future partner may be willing to value our spectrum and other assets. In addition, to the extent that the FCC takes action that makes additional spectrum available or promotes the more flexible use or greater availability of existing satellite or terrestrial spectrum allocations, for example by means of spectrum leasing or new spectrum sales, the availability of such additional spectrum could reduce the value of our spectrum authorizations and, as a result, the value of our business.

 

Our ability to operate our company effectively could be impaired if we lose members of our senior management team or key technical personnel.

 

We depend on the continued service of key managerial and technical personnel and personnel with security clearances, as well as our ability to continue to attract and retain highly qualified personnel. We compete for such personnel with other companies, government entities, academic institutions and other organizations. The unexpected loss or interruption of the services of such personnel could compromise our ability to effectively manage our operations, execute our business plan and meet our strategic objectives.

 

The market price of our common stock may be volatile.

 

The trading price of our common stock may be subject to substantial fluctuations. Factors affecting the trading price of our common stock may include:

 

•failure in the performance of our current or future satellites or a delay in the launch of Iridium NEXT;

 

•failure of Aireon to successfully develop and market its service;

 

•failure to comply with the terms of the Credit Facility;

 

•failure to maintain our ability to make draws under the Credit Facility;

 

•actual or anticipated variations in our operating results, including termination or expiration of one or more of our key contracts, or a change in sales levels under one or more of our key contracts;

 

•sales of a large number of shares of our common stock or the perception that such sales may occur;

 

•dilutive effect of outstanding stock options;

 

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•changes in financial estimates by industry analysts, or our failure to meet or exceed any such estimates, or changes in the recommendations of any industry analysts that elect to follow our common stock or the common stock of our competitors;

 

•actual or anticipated changes in economic, political or market conditions, such as recessions or international currency fluctuations;

 

•actual or anticipated changes in the regulatory environment affecting our industry;

 

•changes in the market valuations of our competitors;

 

•low trading volume; and

 

•announcements by our competitors regarding significant new products or services or significant acquisitions, strategic partnerships, divestitures, joint ventures or other strategic initiatives.

 

The trading price of our common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. If the market for stocks in our industry, or the stock market in general, experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations.

 

We do not expect to pay dividends on our common stock in the foreseeable future.

 

We do not currently pay cash dividends on our common stock and, because we currently intend to retain all cash we generate to fund the growth of our business and the Credit Facility restricts the payment of dividends, we do not expect to pay dividends on our common stock in the foreseeable future. 

 

Item  1B.   Unresolved Staff Comments

 

None.

 

Item 2.Properties

 

We own or lease the facilities described in the following table:

 

Location  Country  Approximate
Square Feet		  Facilities  Owned/Leased
McLean, Virginia   USA    21,600   Corporate Headquarters  Leased
                 
Chandler, Arizona   USA    68,000   Technical Support Center, Distribution Center and Warehouse  Leased
                 
Leesburg, Virginia   USA    40,000   Satellite Network Operations Center  Owned
                 
Tempe, Arizona   USA    31,000   Gateway Earth Station  Owned Building on Leased Land
                 
Tempe, Arizona   USA    25,000   Operations and Finance Office Space  Leased
                 
Bethesda, Maryland   USA    12,751   Former Corporate Headquarters  Leased
                 
Fairbanks, Alaska   USA    4,000   Satellite Earth Station Facility  Owned
                 
Chandler, Arizona   USA    3,000   Satellite Earth Station Facility  Owned Buildings on Leased Land
                 
Svalbard   Norway    1,800   Satellite Earth Station Facility  Owned Building on Leased Land
                 
Yellowknife, Northwest Territories   Canada    1,800   Telemetry, Tracking and Control Station  Owned Building on Leased Land
                 
Iqaluit, Nunavut   Canada    1,800   Telemetry, Tracking and Control Station  Owned Building on Leased Land

 

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Item 3.Legal Proceedings

 

Neither we nor any of our subsidiaries are currently subject to any material legal proceeding, nor, to our knowledge, is any material legal proceeding threatened against us or any of our subsidiaries.

 

Item 4.Mine Safety Disclosures

 

Not applicable.

 

PART II

 

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Our common stock is currently listed on the NASDAQ Global Select Market under the symbol “IRDM.” The following table sets forth, for the quarters indicated, the quarterly high and low sales prices of our common stock as reported on the NASDAQ Global Select Market.

 

   Common Stock
   High  Low
Quarter Ended March 31, 2011  $10.04   $7.65 
Quarter Ended June 30, 2011   8.99    7.67 
Quarter Ended September 30, 2011   9.00    6.14 
Quarter Ended December 31, 2011   7.93    5.50 
Quarter Ended March 31, 2012   9.50    7.13 
Quarter Ended June 30, 2012   9.15    8.16 
Quarter Ended September 30, 2012   9.73    6.88 
Quarter Ended December 31, 2012   7.83    5.25 

  

On February 27, 2013, the closing price of our common stock was $6.45. As of February 27, 2013, there were 64 holders of record of our common stock.

 

Dividend Policy

 

We have not paid any dividends on our common stock to date. We are currently restricted from declaring, making or paying dividends on our common stock pursuant to our $1.8 billion loan facility (See Note 4 to our consolidated financial statements included in Part II, Item 8 of this report, “Financial Statements and Supplementary Data”), and we do not anticipate that we will declare any dividends on our common stock in the foreseeable future.

 

Stock Price Performance Graph

 

The graph below compares the cumulative total return of our common stock from March 20, 2008, the date that our common stock first became separately tradable, through December 31, 2012 with the comparable cumulative return of three indices, the S&P 500 Index, the Dow Jones Industrial Average Index and the NASDAQ Telecommunications Index. The graph plots the growth in value of an initial investment of $100 in each of our common stock, the S&P 500 Index, the Dow Jones Industrial Average Index and the NASDAQ Telecommunications Index over the indicated time periods. The stock price performance shown on the graph is not necessarily indicative of future price performance.

 

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   3/20/08  12/31/08  12/31/09  12/31/10  12/31/11  12/31/12
Iridium Communications Inc.  $100.00   $99.12   $88.44   $90.86   $84.91   $74.01 
S&P 500 Index  $100.00   $67.94   $83.87   $94.59   $94.59   $107.27 
Dow Jones Industrial Average Index  $100.00   $71.00   $84.36   $93.66   $98.84   $106.01 
NASDAQ Telecommunications Index  $100.00   $65.18   $96.62   $100.41   $87.74   $89.49 

 

Issuer Purchases of Equity Securities

 

Period  (a)
Total number
of $7.00
Warrants(1) purchased		   (b)
Average price paid
per $7.00 Warrant		   (c)
Total number of $7.00 Warrants purchased as part of publicly announced plans or programs		   (d)
Maximum number (or approximate dollar value) of $7.00 Warrants that may yet be purchased under the plans or programs		 
October 1, 2012 to October 31, 2012  -   N/A   -   - 
November 1, 2012 to November 30, 2012  -   N/A   -   - 
December 1, 2012 to December 31, 2012   8,321,433(2)   0.1667 share of Common Stock    8,321,433(2)   - 
Total   8,321,433    0.1667 share of Common Stock    8,321,433    - 

 

(1) Each $7.00 Warrant entitled the holder to purchase one share of the Company’s Common Stock, $0.001 par value per share, at a price of $7.00 per share. On February 14, 2013, any remaining unexchanged and unexercised $7.00 Warrants expired by their terms.

(2) Repurchased pursuant to a public tender offer for up to 8,979,434 $7.00 Warrants that was announced on September 28, 2012, commenced on October 2, 2012, expired on November 30, 2012 and closed on December 6, 2012.

  

Item 6. Selected Financial Data

 

Iridium Communications Inc.

 

The following selected historical financial data for the years ended December 31, 2012, 2011, 2010, 2009, and 2008 was derived from Iridium Communications Inc.’s audited financial statements. The selected financial data below should be read in conjunction with Iridium Communications Inc.’s financial statements and related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Form 10-K. The selected financial data is historical data for Iridium Communications Inc. and is not necessarily indicative of future results of operations.

 

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   For the Year Ended December 31,
Statement of Operations Data (a)  2012  2011  2010  2009  2008
   (In thousands, except per share amounts)
Revenue:                         
Services  $273,491   $262,322   $236,351   $53,014   $-
Subscriber equipment   93,866    94,709    90,184    17,293    - 
Engineering and support services   16,163    27,276    21,638    5,682    - 
Total revenue  $383,520   $384,307   $348,173   $75,989   $- 
Total operating expenses  $278,446   $307,306   $310,813   $89,164   $2,592 
Operating income (loss)  $105,074   $77,001   $37,360   $(13,175)  $(2,592)
Net income (loss)  $64,631   $41,035   $19,941   $(42,239)  $1,656 
Comprehensive income (loss)  $64,499   $40,720   $20,009   $(42,217)  $1,656 
Weighted average shares outstanding - basic   74,239    72,164    70,289    53,964    43,268 
Weighted average shares outstanding - diluted   78,182    73,559    72,956    53,964    43,268 
Net income (loss) per share - basic  $0.85   $0.57   $0.28   $(0.78)  $0.04 
Net income (loss) per share - diluted  $0.83   $0.56   $0.27   $(0.78)  $0.04 

 

   As of December 31,
Balance Sheet Data  2012  2011  2010  2009  2008
   (In thousands)
Total current assets  $367,166   $227,242   $208,729   $220,937   $143 
Total assets   1,916,341    1,374,186    1,047,449    826,396    403,150 
Total long-term liabilities   951,131    576,278    258,692    107,844    - 
Common stock, subject to possible conversion (12,000 shares at conversion value at December 31, 2008)   -    -    -    -    119,988 
Total stockholders' equity   876,558    702,018    654,916    629,621    270,263 

 

   For the Year Ended December 31,
Other Data  2012  2011  2010  2009  2008
   (In thousands)
Cash provided by (used in):                         
Operating activities  $174,023   $183,461   $151,438   $23,168   $2,086 
Investing activities  $(443,542)  $(359,337)  $(242,086)  $354,537   $(401,838)
Financing activities  $387,571   $192,310   $63,402   $(230,656)  $399,697 

 

(a)The years ended December 31, 2012, 2011 and 2010 reflect the results of a full year of operations. On September 29, 2009, we acquired, directly and indirectly, all the outstanding equity of Iridium Holdings LLC, or Iridium Holdings, and the data presented in the table above for the year ended December 31, 2009 reflects the results of post-acquisition activities for the three months ended December 31, 2009. The year ended December 31, 2009 included a $34.1 million change in the fair value of warrants due to our determination that the exchange agreements entered into with the holders of 26.8 million warrants in connection with the acquisition of Iridium Holdings were derivative instruments. We conducted no material operating activities for the periods prior to the acquisition of Iridium Holdings in September 2009.

 

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Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Background

 

We were initially formed in 2007 as GHL Acquisition Corp., a special purpose acquisition company. We acquired all the outstanding equity in Iridium Holdings LLC, or Iridium Holdings, in a transaction accounted for as a business combination on September 29, 2009. We refer to this transaction as the Acquisition. We refer to Iridium Holdings, together with its direct and indirect subsidiaries, as Iridium. In accounting for the Acquisition, GHL Acquisition Corp. was deemed the legal and accounting acquirer and Iridium the legal and accounting acquiree. On September 29, 2009, we changed our name to Iridium Communications Inc.

 

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 second largest provider of satellite-based mobile voice and data communications services based on revenue, and the only commercial provider of communications services offering true global coverage. Our satellite network provides communications services to regions of the world where wireless or wireline networks do not exist or are impaired, including extremely remote or rural land areas, airways, open-ocean, 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 using our constellation of in-orbit satellites and related ground infrastructure. We utilize an interlinked, mesh architecture to route traffic across the satellite constellation using radio frequency crosslinks. This unique architecture minimizes the need for ground facilities to support the constellation, which facilitates the global reach of our services and allows us to offer services in countries and regions where we have no physical presence.

 

We sell our products and services to commercial end users through a wholesale distribution network, encompassing more than 70 service providers, 175 value-added resellers, or VARs, and 50 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 for our products and services targeting specific lines of business.

 

At December 31, 2012, we had approximately 611,000 billable subscribers worldwide, an increase of 88,000, or 17%, from approximately 523,000 billable subscribers at December 31, 2011. We have a diverse customer base, including end users in the following lines of business: land-based handset; machine-to-machine, or M2M; maritime; aviation; and government.

 

We recognize revenue from both the sale of equipment and the provision of services. We expect a higher proportion of our future revenue will be derived from services. Voice and M2M data service revenue have historically generated higher gross margins than subscriber equipment revenue.

 

We are currently devoting a substantial part of our resources to develop Iridium NEXT, our next-generation satellite constellation, along with the development of new product and service offerings, upgrades to our current services, hardware and software upgrades to maintain our ground infrastructure and upgrades to our business systems. We estimate the aggregate costs associated with the design, build and launch of Iridium NEXT and related ground infrastructure upgrades through 2017 to be approximately $3 billion. We believe our credit facility, described below, together with internally generated cash flows, including cash flows from hosted payloads and proceeds from our recent sale of 7.00% Series A Cumulative Convertible Preferred Stock, or the Series A Preferred Stock, will be sufficient to fully fund the aggregate costs associated with the design, build and launch of Iridium NEXT and related ground infrastructure upgrades through 2017. For more information about our sources of funding, see “Liquidity and Capital Resources.”

 

Full Scale Development and Launch Services Agreements

 

In June 2010, we executed a primarily fixed price full scale development contract, or FSD, with Thales Alenia Space France, or Thales, for the design and manufacture of satellites for Iridium NEXT. The total price under the FSD will be approximately $2.2 billion, and we expect our payment obligations under the FSD to extend into the third quarter of 2017. As of December 31, 2012, we had made total payments of $682.9 million to Thales, which are classified within property and equipment, net, in the accompanying consolidated balance sheet.

 

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In March 2010, we entered into an agreement with Space Exploration Technologies Corp., or SpaceX, to secure SpaceX as the primary launch services provider for Iridium NEXT. In August 2012, we entered into an amendment to our launch services agreement with SpaceX. The amendment reduced the number of contracted launches from eight to seven and increased the number of satellites to be carried on each launch vehicle from nine to ten. The amendment also reduced the maximum price under the original SpaceX agreement from $492.0 million to $453.1 million. As of December 31, 2012, we had made total payments of $65.1 million to SpaceX, which are classified within property and equipment, net, in the accompanying consolidated balance sheet.

 

In June 2011, we entered into an agreement with International Space Company Kosmotras, or Kosmotras, as a supplemental launch services provider for Iridium NEXT. The agreement provides for the purchase of up to six launches and six additional launch options. Each launch can carry two satellites. If we purchase all six launches, we will pay Kosmotras a total of approximately $184.3 million. We expect to exercise an option to purchase one launch under the agreement which we plan to use for the first two Iridium NEXT satellites. Our payments to Kosmotras for the single launch would be approximately $51.8 million. If we do not purchase any additional launches by March 31, 2013, the remaining options will expire. As of December 31, 2012, we had made aggregate payments of $11.2 million to Kosmotras which are capitalized as construction in progress within property and equipment, net in the accompanying consolidated balance sheet.

 

Credit Facility

 

On October 4, 2010, we entered into a $1.8 billion loan facility, or the Credit Facility, with a syndicate of bank lenders. Ninety-five percent of our obligations under the Credit Facility are insured by Compagnie Française d’Assurance pour le Commerce Extérieur, or COFACE. The Credit Facility consists of two tranches, with draws and repayments applied pro rata in respect of each tranche:

 

•Tranche A – $1,537,500,000 at a fixed rate of 4.96%; and
•Tranche B – $262,500,000 at a floating rate equal to the London Interbank Offer Rate, or LIBOR, plus 1.95%.

 

In connection with each draw made under the Credit Facility, we borrow an additional amount equal to 6.49% of such draw to cover the premium for the COFACE insurance. We also pay a commitment fee of 0.80% per year, in semi-annual installments, on any undrawn portion of the Credit Facility. Funds drawn under the Credit Facility will be used for 85% of the costs under the FSD for the design and manufacture of Iridium NEXT, the premium for the COFACE insurance and the payment of a portion of interest during a portion of the construction and launch phase of Iridium NEXT.

 

Scheduled semi-annual principal repayments will begin six months after the earlier of (i) the successful deployment of a specified number of Iridium NEXT satellites or (ii) September 30, 2017. During this repayment period, we will pay interest on the same date as the principal repayments. Prior to the repayment period, interest payments are due on a semi-annual basis in April and October. Interest expense incurred during the year ended December 31, 2012 was $25.5 million. We capitalize all interest costs incurred related to the Credit Facility during the construction period of the assets; accordingly we capitalized $25.5 million related to interest incurred in 2012. We pay interest on each semi-annual due date through a combination of a cash payment and a deemed additional loan. The $25.5 million in interest incurred during the year ended December 31, 2012 consisted of $7.7 million payable in cash, of which $6.1 million was paid during the year and $1.6 million was accrued at year end, and $17.8 million payable by deemed loans, of which $14.1 million was paid during the year and $3.7 million was accrued at year end. The Credit Facility will mature seven years after the start of the principal repayment period. In addition, we are required to maintain minimum cash reserve levels for debt service, which are classified as restricted cash on the accompanying consolidated balance sheets. Minimum debt service reserve levels are estimated as follows (in millions):

 

At December 31,  Amount
2013  $81 
2014   108 
2015   135 
2016   162 
2017   189 

 

The required minimum debt service reserve level at December 31, 2012 was $54.0 million, which we satisfied. Obligations under the Credit Facility are guaranteed by us and our subsidiaries that are obligors under the Credit Facility. Our obligations are secured on a senior basis by a lien on substantially all of our assets and those of the other obligors.

 

We may not prepay any borrowings prior to December 31, 2015. If, on that date, a specified number of Iridium NEXT satellites have been successfully launched and we have adequate time and resources to complete the Iridium NEXT constellation on schedule, we may prepay the borrowings without penalty. In addition, following the completion of the Iridium NEXT constellation, we may prepay the borrowings without penalty. We may not subsequently borrow any amounts that we repay. We must repay the loans in full upon a delisting of our common stock,  a change in control of our company or our ceasing to own 100% of any of the other obligors, or the sale of all or substantially all of our assets. We must apply all or a portion of specified capital raising proceeds, insurance proceeds and condemnation proceeds to the prepayment of the loans. The Credit Facility includes customary representations, events of default, covenants and conditions precedent to our drawing of funds.

 

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The financial covenants under the Credit Facility include:

 

•a minimum cash requirement;
   
•a minimum debt-to-equity ratio level;
   
•maximum capital expenditure levels;
   
•minimum consolidated operational earnings before interest, taxes, depreciation and amortization levels;
   
•minimum cash flow requirements from customers who have hosted payloads on our satellites;
   
•minimum debt service reserve levels;
   
•a minimum debt service coverage ratio level; and
   
•maximum leverage levels.

 

The covenants also place limitations on our ability and that of our subsidiaries to carry out mergers and acquisitions, dispose of assets, grant security interests, declare, make or pay dividends, enter into transactions with affiliates, fund payments under the FSD from our own resources, incur additional indebtedness, or make loans, guarantees or indemnities. We were in compliance with all covenants as of December 31, 2012.

 

In August 2012, we entered into a supplemental agreement, or the Supplemental Agreement, with the Lenders under the Credit Facility, to amend and restate the Credit Facility. The Credit Facility, as amended by the Supplemental Agreement, authorizes us to fund and operate Aireon LLC, or Aireon, for the purpose of establishing a space-based Automatic Dependent Surveillance-Broadcast global air traffic monitoring business. Specifically, the amended Credit Facility excludes Aireon from the group of companies (us and our material subsidiaries) that are obligors under the Credit Facility and from our consolidated financial results for purposes of calculating compliance with the financial covenants. The amended Credit Facility allows us to make a $12.5 million investment in Aireon, the injection of up to $10 million worth of airtime credits in connection with a satellite design and development agreement with Harris Corporation, if needed, and an additional investment of up to $15 million raised from issuances of our common equity. The amended Credit Facility requires us to use any net distributions received from Aireon to repay our debt obligations under the Credit Facility and to grant the Lenders a security interest in our ownership interest in Aireon. The Supplemental Agreement does not modify the principal amount, interest rates, repayment dates, or maturity of the Credit Facility. The amended Credit Facility includes revised financial covenant levels to reflect changes in timing of expected receipts of cash flows from secondary payloads and other changing business conditions and revised launch and backup launch requirements to permit the amendment to our launch services agreement with SpaceX. The amended Credit Facility required us to raise $100 million through a combination of the issuance of convertible preferred or common equity and warrant exercises by April 30, 2013. In October 2012, we satisfied this requirement primarily through the sale of Series A Preferred Stock for net proceeds of $96.5 million as discussed further below. In the third quarter of 2012, we also received $9.1 million from the exercise of warrants to purchase our common stock at an exercise price of $7.00 per share.

 

As of December 31, 2012, we had borrowed $751.8 million under the Credit Facility. The unused portion of the Credit Facility as of December 31, 2012 was approximately $1.0 billion. The semi-annual commitment fee on the undrawn portion of the Credit Facility for the year ended December 31, 2012 was $10.2 million and is included in other income (expense) in the accompanying consolidated statement of operations.

 

Private Placement of Series A Cumulative Convertible Preferred Stock

 

On October 3, 2012, we issued 1,000,000 shares of our Series A Preferred Stock in a private offering. The sale price to the initial purchaser, equal to $96.85 per share, reflected an aggregate initial purchaser discount of $3.2 million. Upon settlement of the private offering in October 2012, we received proceeds of $96.5 million, which were net of the $3.5 million initial purchaser discount and offering costs. We intend to use the net proceeds of the private offering to help fund the construction and deployment of Iridium NEXT and for other general corporate purposes.

 

Holders of Series A Preferred Stock are entitled to receive cumulative cash dividends when, as and if declared from, and including, the date of original issue at a rate of 7.00% per annum of the $100 liquidation preference per share, which is equivalent to an annual rate of $7.00 per share. Dividends are payable quarterly in arrears, on March 15, June 15, September 15 and December 15 of each year. The Series A Preferred Stock does not have a stated maturity date and is not subject to any sinking fund or mandatory redemption provisions and ranks senior to our common stock with respect to dividend rights and rights upon our liquidation, dissolution or winding-up. Holders of Series A Preferred Stock generally have no voting rights except for limited voting rights if we fail to pay dividends for six or more quarterly periods, whether or not consecutive, and in other specified circumstances. In 2012, we paid $1.4 million in cash dividends to holders of our Series A Preferred Stock. As of December 31, 2012, there were $0.3 million in accrued dividends which will be paid in March 2013.

 

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Holders of Series A Preferred Stock may convert some or all of their outstanding Series A Preferred Stock initially at a conversion rate of 10.6022 shares of common stock per $100 liquidation preference, which is equivalent to an initial conversion price of approximately $9.43 per share of common stock, subject to adjustment in specified events. Except as otherwise provided, the Series A Preferred Stock is convertible only into shares of our common stock.

 

On or after October 3, 2017, we may, at our option, convert some or all of the Series A Preferred Stock into that number of shares of our common stock that are issuable at the then-applicable conversion rate, subject to specified conditions. On or prior to October 3, 2017, the holders of Series A Preferred Stock will have a special right to convert some or all of the Series A Preferred Stock into shares of our common stock in the event of fundamental changes described in the Certificate of Designations for the Series A Preferred Stock, subject to specified conditions and limitations. In certain circumstances, we may also elect to settle conversions in cash as a result of these fundamental changes.

 

Warrant Exchange

 

Private Warrant Exchange

 

In September 2012, we entered into privately negotiated warrant exchange agreements with funds managed by T2 Partners Management, L.P., or T2, the largest holder of our outstanding common stock purchase warrants with an exercise price of $7.00 per share, or $7.00 Warrants. Pursuant to these exchange agreements, we issued 562,370 new shares of our common stock in exchange for 3,374,220 of the $7.00 Warrants held by the T2 funds (equivalent to approximately 0.1667 common shares for every $7.00 Warrant tendered), representing approximately 27% of the outstanding $7.00 Warrants.

 

Tender Offer for Warrant Exchange

 

On November 30, 2012, we closed a tender offer to exchange the remaining outstanding $7.00 Warrants for shares of our common stock. We offered holders of $7.00 Warrants one share of common stock for every six of the $7.00 Warrants tendered (equivalent to approximately 0.1667 common shares for every $7.00 Warrant tendered). As a result of the tender offer, we issued an aggregate of 1,386,941 shares of common stock in exchange for the surrender of 8,321,433 of the $7.00 Warrants. The remaining unexercised outstanding $7.00 Warrants expired in February 2013.

 

Investment in Subsidiary

 

In November 2012, Aireon and one of our indirect wholly owned subsidiaries, Iridium Satellite LLC, or Iridium Satellite, entered into an Amended and Restated Limited Liability Company Agreement of Aireon, or the Aireon LLC Agreement, with NAV CANADA and NAV CANADA Satellite, Inc., a wholly owned subsidiary of NAV CANADA. Under the Aireon LLC Agreement, NAV CANADA Satellite may purchase Series A preferred membership interests in Aireon in five tranches representing up to 51% of the fully diluted equity of Aireon for an aggregate investment of up to $150 million. Each tranche is subject to the satisfaction of a number of operational, commercial, regulatory and financial conditions. On November 19, 2012, NAV CANADA Satellite made its first tranche investment of $15 million, representing 5.1% of the fully diluted equity of Aireon. As of December 31, 2012, Iridium Satellite owned 100% of Aireon’s outstanding common membership interests which represented 94.9% of Aireon’s fully diluted outstanding equity.

 

Settlement of Motorola Litigation

 

On October 1, 2010, we entered into a settlement agreement with Motorola pursuant to which we settled litigation previously filed by Motorola against Iridium Satellite and Iridium Holdings in Illinois. On the same date, the parties entered into a series of other agreements. Pursuant to these several agreements, we agreed to pay Motorola an aggregate of $46.0 million to repay debt of $15.4 million otherwise due in 2010, and $14.9 million in consideration of expanded intellectual property licenses, the conversion of existing intellectual property licenses from being royalty-based to prepaid, the transfer to us of ownership of certain intellectual property rights, and $15.7 million for the termination of Motorola’s rights to distributions and payments based on the value of our company upon specified “triggering events” and mutual releases of claims. Of the total $46.0 million, we paid $23.0 million contemporaneously with the execution of the settlement agreement and the remaining $23.0 million was reflected in a promissory note. In December 2010, we paid $0.8 million to Motorola, which was applied against the promissory note principal. In May 2011, we paid $23.6 million to Motorola Solutions, Inc., Motorola’s successor, in full satisfaction of the outstanding balance of its promissory note including accrued interest. Total interest expense under the note payable totaled approximately $1.4 million and was capitalized as construction in progress.

 

Material Trends and Uncertainties

 

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

 

•demand for remote and reliable mobile communications services;

 

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•increased demand for communications services by the U.S. Department of Defense, or DoD, disaster and relief agencies and emergency first responders;

 

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

 

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

 

•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 receipt of licenses to sell our services in additional countries.

 

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

 

•our ability to develop Iridium NEXT and related ground infrastructure, and to develop products and services for Iridium NEXT, including our ability to continue to access the Credit Facility to meet our future capital requirements for the design, build and launch of the Iridium NEXT satellites;

 

•our ability to obtain sufficient internally generated cash flows, including cash flows from hosted payloads, to fund a portion of the costs associated with Iridium NEXT and support ongoing business;

 

•Aireon’s ability to successfully fund, develop and market its space-based ADS-B global aviation monitoring service to be carried as a hosted payload on the Iridium NEXT system;

 

•our ability to maintain the health, capacity, control and level of service of our existing satellite network through the transition to Iridium NEXT;

 

•changes in general economic, business and industry conditions;

 

•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;

 

•changes in demand from U.S. government customers, particularly the DoD;

 

•our ability to successfully negotiate a new contract with the DoD when it expires later in 2013;

 

•market acceptance of our products;

 

•regulatory requirements in existing and new geographic markets;

 

•rapid and significant technological changes in the telecommunications industry;

 

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

 

•reliance on single source suppliers for some of the components required in the manufacture of our end user subscriber equipment and our ability to purchase parts that are periodically subject to shortages resulting from surges in demand, natural disasters or other events; and

 

•reliance on the U.S. government and a few significant distributors for a substantial portion of our revenue.

 

Critical Accounting Policies and Estimates

 

The discussion and analysis of our financial condition and results of operations is based upon our 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, collectability of accounts receivable, useful lives of property and equipment, long-lived assets, goodwill and other intangible assets, inventory, deferred financing costs, asset retirement obligations, income taxes, stock-based compensation, warranty expenses, loss contingencies, 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.

 

The accounting policies we believe to be most critical to understanding our financial results and condition and that require complex and subjective management judgments are discussed below. Our accounting policies are more fully described in Note 2 in Item 8 “Financial Statements and Supplementary Data.” Please see the notes to our consolidated financial statements for a full discussion of these significant accounting policies.

 

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Revenue Recognition

 

For revenue arrangements with multiple elements that include guaranteed minimum orders and where we determine, based on judgment, that the elements qualify as separate units of accounting, we allocate the guaranteed minimum arrangement price among the various contract elements based on each element’s relative selling price. The selling price used for each deliverable is based on vendor-specific objective evidence when available, third-party evidence when vendor-specific evidence is not available, or the estimated selling price when neither vendor-specific evidence nor third-party evidence is available. We determine vendor-specific objective evidence of selling price by assessing sales prices of subscriber equipment, airtime and other services when they are sold to customers on a stand-alone basis. We recognize revenue for each element based on the specific characteristics of that element.

 

We sell prepaid services in the form of e-vouchers and prepaid cards. A liability is established equal to the cash paid upon purchase for the e-voucher or prepaid card. We recognize revenue from the prepaid services (i) upon the use of the e-voucher or prepaid card by the customer; (ii) upon the expiration of the right to access the prepaid service; or (iii) when it is determined that the likelihood of the prepaid card being redeemed by the customer is remote. The likelihood of redemption is based on historical redemption patterns. If future results are not consistent with these historical patterns, and therefore actual usage results are not consistent with our estimates or assumptions, we may be exposed to changes to earned and unearned revenue that could be material. We do not offer refund privileges for unused prepaid services.

 

Revenue associated with some of our fixed-price engineering services arrangements is recognized when the services are rendered, typically on a proportional performance method of accounting based on our estimate of total costs expected to complete the contract, and the related costs are expensed as incurred. We recognize revenue on cost-plus-fixed-fee arrangements to the extent of actual costs incurred plus an estimate of the applicable fees earned, where such estimated fees are determined using a proportional performance method calculation. If actual results are not consistent with our estimates or assumptions, we may be exposed to changes to earned and unearned revenue that could be material to our results of operations.

 

Stock-Based Compensation

 

We account for stock-based compensation, which consists of stock options and restricted stock units, based on the grant date estimated fair value. In the case of restricted stock units, grant date fair value is equal to the closing price of our common stock on the date of grant. In the case of stock options, grant date fair value is calculated using the Black-Scholes option pricing model. We recognize stock-based compensation on a straight-line basis over the requisite service period. The Black-Scholes option pricing model requires us to make several assumptions, including expected volatility and expected term of the options. If any of the assumptions we use in the Black-Scholes option pricing model were to change significantly, stock-based compensation expense may differ materially in the future from that recorded in the current period. In addition, we are required to estimate the expected forfeiture rate and only recognize expense for those awards expected to vest. We estimate the forfeiture rate based on historical experience. To the extent our actual forfeiture rate is different from our estimate, stock-based compensation expense is adjusted accordingly.

 

Warranty Expenses

 

We estimate a provision for product returns under our standard warranty policies when it is probable that a loss has been incurred. A warranty liability is maintained based on historical experience of warranty costs and expected occurrences of warranty claims on equipment. If actual results are not consistent with our estimates or assumptions, we may be exposed to changes to cost of subscriber equipment sales that could be material to our results of operations.

 

Income Taxes

 

We account for income taxes using the asset and liability approach. This approach requires that we recognize deferred tax assets and liabilities based on differences between the financial statement bases and tax bases of our assets and liabilities. Deferred tax assets and liabilities are recorded based upon enacted tax rates for the period in which the deferred tax items are expected to reverse. Changes in tax laws or tax rates in various jurisdictions are reflected in the period of change. Significant judgment is required in the calculation of our tax provision and the resulting tax liabilities as well as our ability to realize our deferred tax assets. Our estimates of future taxable income and any changes to such estimates can significantly impact our tax provision in a given period. Significant judgment is required in determining our ability to realize our deferred tax assets related to federal, state and foreign tax attributes within their carryforward periods including estimating the amount and timing of the future reversal of deferred tax items in our projections of future taxable income. A valuation allowance is established to reduce deferred tax assets to the amounts we expect to realize in the future. We also recognize tax benefits related to uncertain tax positions only when we estimate that it is “more likely than not” that the position will be sustainable based on its technical merits. If actual results are not consistent with our estimates and assumptions, this may result in material changes to our income tax provision.

 

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Recoverability of Long-Lived Assets

 

We assess the recoverability of long-lived assets when indicators of impairment exist. We assess the possibility of impairment by comparing the carrying amounts of the assets to the estimated undiscounted future cash flows expected to be generated by those assets. If we determine that an asset is impaired, we estimate the impairment loss by determining the excess of the assets’ carrying amount over their estimated fair value. Estimated fair value is based on market prices, when available, or various other valuation techniques. These techniques often include estimates and assumptions with respect to future cash flows and incremental borrowing rates. If actual results are not consistent with our estimates and assumptions, we may be exposed to impairment losses that could be material to our results of operations.

 

Property and equipment and intangible assets with finite lives are depreciated or amortized over their estimated useful lives. We apply judgment in determining the useful lives based on factors such as engineering data, our long-term strategy for using the assets, contractual terms related to the assets, laws or regulations that could impact the useful life of the assets and other economic factors. If actual results are not consistent with our estimates and assumptions, we may be exposed to changes to depreciation and amortization expense that could be material to our results of operations.

 

During 2012, we updated our analysis of the current satellite constellation’s health and remaining useful life. Based on the results of this analysis, we estimate that our current constellation of satellites will be operational for longer than previously expected. As a result, the estimated useful life of the current constellation has been extended and is also consistent with the expected deployment of Iridium NEXT. This change in estimated useful life resulted in a decrease in depreciation expense in 2012 compared to the prior year. The change in accounting estimate reduced depreciation expense in 2012 by $19.6 million.

 

Recoverability of Goodwill and Intangible Assets with Indefinite Lives

 

Goodwill

 

We assess the recoverability of goodwill on an annual basis or when indicators of impairment exist such as significant changes in the business climate of our industry, operating performance indicators or competition. We operate in a single reporting unit. We assess the possibility of impairment by comparing the carrying amount of the reporting unit to its estimated fair value. If we determine that goodwill is impaired, we estimate the impairment loss by determining the excess of the goodwill’s carrying amount over its estimated fair value. The estimated fair value of the goodwill is determined by reassessing the fair values of the assets and liabilities acquired in the original business combination.

 

When assessing goodwill for impairment, we use a market approach using comparable companies and an income approach using discounted cash flows to determine the fair value of our reporting unit. The various valuation techniques involve the use of estimates and assumptions. Significant assumptions used in the income approach include future cash flows, revenue growth, capital expenditures, working capital fluctuations, and discount rates. Significant assumptions used in the market approach include the selection of comparable companies. If actual results are not consistent with our estimates and assumptions, we may be exposed to impairment losses that could be material to our results of operations.

 

Based on the results of our most recent annual assessment performed on October 1, 2012, we concluded that the fair value of our reporting unit exceeded its carrying amount.

 

Intangible Assets Not Subject to Amortization

 

A portion of our intangible assets consists of our spectrum licenses and trade names which are indefinite-lived intangible assets. We reevaluate the indefinite life determination for these assets periodically to determine whether events and circumstances continue to support an indefinite life.

 

We assess the recoverability of indefinite-lived assets on an annual basis or when indicators of impairment exist. We assess the possibility of impairment by comparing the carrying amount of the asset to its estimated fair value. If the estimated fair value of the indefinite-lived asset is less than the carrying amount, an impairment loss is recognized. We make assumptions and apply judgment in estimating the fair value based on quoted market prices and various other valuation techniques, including replacement costs, discounted cash flows methods and other market multiple analyses. The various valuation techniques require significant assumptions about future cash flows, replacement cost, revenue growth, capital expenditures, working capital fluctuations, asset life, and incremental borrowing rates. If actual results are not consistent with our estimates and assumptions, we may be exposed to impairment losses that could be material to our results of operations.

 

45
 

 

 Internally Developed Software

 

We capitalize the costs of acquiring, developing and testing software to meet our internal needs. Capitalization of costs associated with software obtained or developed for internal use commences when the preliminary project stage is complete and it is probable that the project will be completed and used to perform the function intended. Capitalized costs include external direct cost of materials and services consumed in developing or obtaining internal-use software as well as payroll and payroll-related costs for employees who are directly associated with, and devote time to, the internal-use software project. Capitalization of these costs ceases no later than the point in time at which the project is substantially complete and ready for its intended use. Internal use software costs are amortized once the software is placed in service using the straight-line method over periods ranging from three to seven years. Judgments and estimates are required in the calculation of capitalized development costs. We evaluate and estimate when the preliminary project stage is completed and the point when the project is substantially complete and ready for use, which are based on engineering data.

 

Deferred Financing Costs

 

Direct and incremental costs incurred in connection with securing debt financing are deferred on our balance sheet and then are amortized as additional interest expense using an effective interest method over the term of the related debt. The effective interest rate calculation requires us to make assumptions and estimates in determining estimated periodic interest expense. The calculation includes assumptions and estimates with respect to future borrowing dates and amounts, repayment dates and amounts, and projected future periodic LIBOR. If actual borrowing amounts and dates, repayment amounts and dates, and future LIBOR rates are not consistent with our estimates or assumptions, we may be exposed to changes that could be material to our property and equipment, net balance (since we are capitalizing interest expense as part of the cost of Iridium NEXT), deferred financing costs balance, depreciation expense, interest expense, income from operations and net income.

 

Comparison of Our Results of Operations for the Year Ended December 31, 2012 and the Year Ended December 31, 2011

 

   Year Ended December 31,      
      % of Total     % of Total  Change
($ in thousands)  2012  Revenue  2011  Revenue  Dollars  Percent
Revenue:                              
Services  $273,491    71%  $262,322    68%  $11,169    4%
Subscriber equipment   93,866    25%   94,709    25%   (843)   (1)%
Engineering and support services   16,163    4%   27,276    7%   (11,113)   (41)%
Total revenue   383,520    100%   384,307    100%   (787)   0%
                               
Operating expenses:                              
Cost of services (exclusive of depreciation and amortization)   60,937    16%   71,181    19%   (10,244)   (14)%
Cost of subscriber equipment   53,285    14%   54,113    14%   (828)   (2)%
Research and development   15,525    4%   18,684    5%   (3,159)   (17)%
Selling, general and administrative   67,589    18%   65,682    17%   1,907    3%
Depreciation and amortization   81,110    21%   97,646    25%   (16,536)   (17)%
Total operating expenses   278,446    73%   307,306    80%   (28,860)   (9)%
Operating income   105,074    27%   77,001    20%   28,073    36%
Other income (expense):                              
Interest income, net   1,072    0%   1,200    0%   (128)   (11)%
Undrawn credit facility fees   (10,232)   (2)%   (12,524)   (3)%   2,292    (18)%
Other expense, net   (896)   0%   (96)   0%   (800)   833%
Total other expense   (10,056)   (2)%   (11,420)   (3)%   1,364    (12)%
Income before income taxes   95,018    25%   65,581    17%   29,437    45%
Provision for income taxes   (30,387)   (8)%   (24,546)   (6)%   (5,841)   24%
Net income  $64,631    17%  $41,035    11%  $23,596    58%

 

Revenue

 

Total revenue remained flat year-over-year due to an increase in service revenue offset by a decrease in engineering and support services revenue. Billable subscribers at December 31, 2012 were approximately 611,000, an increase of 17% from December 31, 2011. Growth in billable subscribers drove growth in commercial services revenue. However, commercial services revenue increased only 7% despite an 18% growth in subscribers due to declines in usage revenue per subscriber in 2012 as compared to 2011, which led to lower ARPU both for commercial voice and data services and for commercial M2M data services. Engineering and support services revenue decreased from the prior year primarily due to a decline in scope of work for government-sponsored contracts.

 

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Service Revenue

  

   Service Revenue 
   (Revenue in millions and subscribers in thousands) 
   Year Ended   Year Ended             
   December 31, 2012   December 31, 2011   Change 
  
Revenue		   Billable
Subscribers (1)		   ARPU (2)  
Revenue		   Billable
Subscribers (1)		   ARPU (2)  
Revenue		   Billable
Subscribers		   ARPU 
Commercial voice and data  $170.9    332   $45   $167.5    307   $48   $3.4    25   $(3)
Commercial M2M data   40.8    228    17    30.5    168    18    10.3    60    (1)
Total   211.7    560         198.0    475         13.7    85      
Government voice and data   58.9    36    135    62.0    37    141    (3.1)   (1)   (6)
Government M2M data   2.9    15    18    2.3    11    21    0.6    4    (3)
Total   61.8    51         64.3    48         (2.5)   3      
Total  $273.5    611        $262.3    523        $11.2    88      

  

(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.

 

Service revenue was $273.5 million for the year ended December 31, 2012, an increase of 4% from the prior year, primarily due to growth in billable subscribers, partially offset by decreases in usage revenue per subscriber and the resulting declines in ARPU.

 

The increase in commercial voice and data revenue was principally due to growth related to our higher-ARPU Iridium OpenPort, our broadband data maritime service, and increased revenue from prepaid services. These increases were partially offset by decreases in ARPU due to a decline in average minutes of use per post-paid subscriber. Future growth in commercial voice and data revenue may be negatively affected by reductions in non-U.S. defense spending and deployed non-U.S. troop levels, although we expect continued overall growth in commercial voice subscribers and revenue in 2013.

 

Commercial M2M data revenue growth was driven principally by an increase in the billable subscriber base. Commercial M2M data ARPU decreased by $1 over the prior year due to the growth in subscribers using plans that generate lower revenue per unit. We anticipate an increase in M2M data revenues and a decrease in M2M data ARPU in 2013 as we expect to continue to experience further growth in our subscriber base with many subscribers utilizing lower ARPU plans.

 

Government voice and data revenue decreased principally due to a decline in billable voice subscribers combined with a decrease in ARPU. Government voice ARPU decreased due to a higher proportion of billable subscribers on the lower-priced plans for Netted Iridium. The increase in government M2M data revenue was driven primarily by billable subscriber growth. Government M2M data ARPU decreased compared to the prior year primarily due to growth in subscribers using plans that generate lower revenue per unit. Future growth in government voice and M2M data billable subscribers and revenue may be negatively affected by reductions in U.S. defense spending and deployed U.S. troop levels, and a corresponding decrease in subscribers under our agreements with the U.S. government, which account for a majority of our government services revenue and are subject to annual renewals.

 

Engineering and Support Service Revenue

 

   Engineering and Support Service Revenue
   (In millions)
   Year Ended  Year Ended   
   December 31, 2012  December 31, 2011  Change
Government  $15.0   $25.9   $(10.9)
Commercial   1.2    1.4    (0.2)
Total  $16.2   $27.3   $(11.1)

 

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Engineering and support service revenue decreased by $11.1 million, or 41%, from the prior year primarily due to a decline in the scope of work for our government-sponsored contracts. We anticipate an increase in the scope of work for government contracts in 2013 resulting in overall growth in engineering and support service revenue as compared to 2012.

 

Operating Expenses

 

Total operating expenses decreased by 9% to $278.5 million for the year ended December 31, 2012 from $307.3 million for the prior year. This decrease was primarily due to decreased cost of services and decreased depreciation and amortization.

 

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) decreased by 14% to $60.9 million for the year ended December 31, 2012 from $71.2 million for the year ended December 31, 2011 primarily due to the decline in the scope of work for our government-sponsored engineering and support contracts, which had corresponding impacts on both revenue and cost of services.

 

Research and Development

 

Research and development expenses decreased by 17% to $15.5 million for the year ended December 31, 2012 from $18.7 million for the prior year primarily due to research and development costs incurred in 2011 related to the development of the Iridium Extreme, which did not recur in 2012.

 

Selling, General and Administrative

 

Selling, general and administrative expenses include sales and marketing costs as well as legal, finance, information technology, facilities, billing and customer care expenses.

 

Selling, general and administrative expenses increased by 3% to $67.6 million for the year ended December 31, 2012 from $65.7 million for the prior year primarily due to a $1.0 million increase in employee-related costs and a $0.7 million increase in bad debt expense related to a potentially uncollectible portion of an outstanding receivable balance. Future selling, general and administrative expenses may be negatively affected by our ability to collect amounts on accounts receivable with specific customers; we will continue to evaluate all receivables for collectability.

 

Depreciation and Amortization

 

Depreciation and amortization expenses decreased by 17% to $81.1 million for the year ended December 31, 2012 from $97.6 million for the prior year. The decrease was driven by the increase in the estimated useful lives of our satellites, which resulted in a $19.6 million decrease in depreciation expense for 2012 compared to the prior year. This decrease was partially offset by a $2.0 million impairment charge within depreciation expense related to the impairment of an in-orbit satellite with which we lost communication during the third quarter of 2012.

 

Other Expense

 

Undrawn Credit Facility Fees

 

The commitment fee on the undrawn portion of the Credit Facility was $10.2 million for the year ended December 31, 2012 compared to $12.5 million for the prior year. The decrease of the commitment fee on the undrawn portion was directly proportionate to the increase in the amounts borrowed under the Credit Facility as we finance the development of Iridium NEXT. As we continue to draw additional amounts under the Credit Facility, the undrawn portion and related fees will decrease.

 

Other Expense, net

 

Other expense, net increased to $0.9 million for the year ended December 31, 2012 from $0.1 million for the prior year. The increase resulted from our share of the loss from our equity method investment in Aireon from November 19, 2012 through December 31, 2012. Following NAV CANADA’s purchase of Aireon Series A preferred membership interests in November 2012, Aireon is now accounted for as an equity method investment within our financial statements, and our investment is included within other assets on the consolidated balance sheet. Prior to November 19, 2012, we consolidated Aireon’s results with our results as a wholly owned subsidiary. As our equity investment in Aireon did not commence until 2012, there were no similar amounts in the prior year.

 

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Provision for Income Taxes

 

For the year ended December 31, 2012, our income tax provision was $30.4 million compared to $24.5 million for the prior year. Our effective tax rate was approximately 32.0% for the year ended December 31, 2012 compared to 37.4% for the prior year period. The increase in the income tax provision was primarily related to an increase in our income before income taxes combined with an increase related to the partial valuation allowance on our Arizona net operating losses compared to the prior year. The increase was partially offset by the increase in the net benefit related to the impact of the change in Arizona tax laws compared to the prior years. The decrease in our effective tax rate was primarily due to the Arizona law change described above. As our current estimates change in future periods, the impact on the deferred tax assets and liabilities may change correspondingly.

 

Comparison of Our Results of Operations for the Year Ended December 31, 2011 and Combined Results of Operations for the Year Ended December 31, 2010

 

   Year Ended December 31,         
       % of Total       % of Total   Change 
($ in thousands)  2011   Revenue   2010   Revenue   Dollars   Percent 
Revenue:                              
Services  $262,322    68%  $236,351    68%  $25,971    11%
Subscriber equipment   94,709    25%   90,184    26%   4,525    5%
Engineering and support services   27,276    7%   21,638    6%   5,638    26%
Total revenue   384,307    100%   348,173    100%   36,134    10%
                               
Operating expenses:                              
Cost of services (exclusive of depreciation and amortization)   71,181    19%   72,579    21%   (1,398)   (2)%
Cost of subscriber equipment   54,113    14%   61,661    18%   (7,548)   (12)%
Research and development   18,684    5%   19,178    5%   (494)   (3)%
Selling, general and administrative   65,682    17%   66,728    19%   (1,046)   (2)%
Depreciation and amortization   97,646    25%   90,667    26%   6,979    8%
Total operating expenses   307,306    80%   310,813    89%   (3,507)   (1)%
Operating income   77,001    20%   37,360    11%   39,641    106%
Other income (expense):                              
Interest income, net   1,200    0%   637    0%   563    88%
Undrawn credit facility fees   (12,524)   (3)%   (3,368)   (1)%   (9,156)   272%
Other expense, net   (96)   0%   (17)   0%   (79)   465%
Total other expense   (11,420)   (3)%   (2,748)   (1)%   (8,672)   316%
Incomebefore income taxes   65,581    17%   34,612    10%   30,969    89%
Provision for income taxes   (24,546)   (6)%   (14,671)   (4)%   (9,875)   67%
Net income  $41,035    11%  $19,941    6%  $21,094    106%

 

Revenue

 

Total revenue increased by 10% for the year ended December 31, 2011, compared to the prior year, principally due to growth in billable subscribers, which drove growth in commercial and government services revenue as well as increased sales of subscriber equipment. Billable subscribers at December 31, 2011 were approximately 523,000, an increase of 22% from December 31, 2010.

 

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Service Revenue

 

   Service Revenue 
   (Revenue in millions and subscribers in thousands) 
   Year Ended   Year Ended             
   December 31, 2011   December 31, 2010   Change 
       Billable           Billable           Billable     
   Revenue   Subscribers (1)   ARPU (2)   Revenue   Subscribers (1)   ARPU (2)   Revenue   Subscribers    ARPU 
Commercial voice and data  $167.5    307   $48   $155.6    272   $51   $11.9    35   $(3)
Commercial M2M data   30.5    168    18    21.8    112    20    8.7    56    (2)
Total   198.0    475         177.4    384         20.6    91      
Government voice   62.0    37    141    57.5    36    146    4.5    1    (5)
Government M2M data   2.3    11    21    1.5    7    21    0.8    4    - 
Total   64.3    48         59.0    43         5.3    5      
Total  $262.3    523        $236.4    427        $25.9    96      

 

(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.

 

Service revenue was $262.3 million for the year ended December 31, 2011, an increase of 11% from the prior year, primarily due to growth in billable subscribers in commercial and government services.

 

The increase in commercial voice and data revenue was principally due to billable subscriber growth, including growth related to Iridium OpenPort, our broadband data maritime service, and an increase in usage of pre-paid minutes, partially offset by a decrease in ARPU. Commercial voice ARPU decreased by $3 over the comparative period due to a decline in average minutes of use per postpaid subscriber, partially offset by growth in the higher ARPU Iridium OpenPort service. Commercial M2M data revenue growth was driven principally by an increase in the billable subscriber base. Commercial M2M data ARPU decreased by $2 over the comparative period due to the growth in subscribers using plans that generate lower revenue per unit.

 

The increase in government voice and data revenue was principally due to billable subscriber growth, including growth related to Netted Iridium, a service that provides beyond-line-of-sight, push-to-talk capability for user-defined groups. The increase in government M2M data revenue was driven primarily by billable subscriber growth. Government voice ARPU decreased by $5 over the comparative period due to a higher proportion of billable subscribers on the lower priced Netted Iridium plan. Government M2M data ARPU was flat year over year.

 

Subscriber Equipment Revenue

 

Subscriber equipment revenue increased to $94.7 million for the year ended December 31, 2011, an increase of 5% from the prior year. The increase in subscriber equipment revenue was primarily due to increased volume in M2M data device and handset sales. These increases were partially offset by decreases in handset unit prices and the lower selling price of the Iridium 9602 full-duplex short-burst data transceiver, introduced in May 2010, which is less expensive than its predecessor, the Iridium 9601.

 

Engineering and Support Service Revenue

 

   Engineering and Support Service Revenue 
   (In millions) 
   Year Ended   Year Ended     
   December 31, 2011   December 31, 2010   Change 
Government  $25.9   $19.7   $6.2 
Commercial   1.4    1.9    (0.5)
Total  $27.3   $21.6   $5.7 

 

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Engineering and support service revenue increased by $5.7 million, or 26%, from the prior year primarily due to an increase in the level of effort for a gateway upgrade project for the U.S. government, partially offset by decreases in government sponsored research and development contracts.

 

Operating Expenses

 

Total operating expenses decreased by 1% to $307.3 million for the year ended December 31, 2011 from $310.8 million for the prior year. This decrease was due to decreased cost of subscriber equipment, decreased cost of services and decreased selling, general and administrative expenses. The decrease was partially offset by increased depreciation and amortization.

 

Cost of Services (exclusive of depreciation and amortization)

 

Cost of services (exclusive of depreciation and amortization) decreased by 2% to $71.2 million for the year ended December 31, 2011 from $72.6 million for the year ended December 31, 2010 primarily due to the result of a favorable contract renegotiation with The Boeing Company in July 2010 that resulted in lower operations and maintenance expenses for the full 2011 year. These lower expenses were partially offset by costs associated with an increase in the level of effort for a gateway upgrade project for the U.S. government.

 

Cost of Subscriber Equipment

 

Cost of subscriber equipment sales decreased by 12% to $54.1 million for the year ended December 31, 2011 from $61.7 million for the prior year primarily as a result of the $10.9 million impact of acquisition accounting during 2010 that increased the inventory basis and therefore increased the related cost of subscriber equipment sold during 2010. This decrease was partially offset by costs related to increased subscriber equipment sales.

 

Research and Development

 

Research and development expenses decreased by 3% to $18.7 million for the year ended December 31, 2011 from $19.2 million for the prior year primarily as a result of decreased expenses related to Iridium NEXT projects as they transitioned out of the research and development stage, partially offset by an increase in expenses related to new product development projects.

 

Selling, General and Administrative

 

Selling, general and administrative expenses decreased by 2% to $65.7 million for the year ended December 31, 2011 from $66.7 million for the prior year primarily due to decreases in professional fees and employee-related costs.

 

Depreciation and Amortization

 

Depreciation and amortization expenses increased by 8% to $97.7 million for the year ended December 31, 2011 from $90.7 million for the prior year primarily as a result of increased depreciation expense due to assets placed in service and additional amortization associated with certain intellectual property assets acquired in late 2010. In addition, during 2011, we lost communication with one of our satellites within our existing constellation. Accordingly, a $3.0 million impairment charge was recorded within depreciation and amortization expense during the year ended December 31, 2011. We had an in-orbit spare satellite located within the same plane that was repositioned to take over the function of the lost satellite.

 

Other Expense

 

Interest Income, Net

 

Interest income, net was $1.2 million for the year ended December 31, 2011 compared to $0.6 million for the prior year. The increase from the prior year was primarily due to a higher average cash balance in 2011 and increased late payment fees charged to customers and recorded as interest income.

 

Undrawn Credit Facility Fees

 

The commitment fee on the undrawn portion of the Credit Facility was $12.5 million for the year ended December 31, 2011 compared to $3.4 million for the prior year. We entered into the Credit Facility in October 2010 and, as a result, we incurred expense related to the commitment fee on the undrawn portion for only the fourth quarter of 2010. The Credit Facility was outstanding for only the fourth quarter of 2010 and for the entirety of 2011. The increase in the undrawn commitment fee reflects the full year of the outstanding undrawn balance in 2011.

 

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Provision for Income Taxes

 

For the year ended December 31, 2011, our income tax provision was $24.5 million compared to $14.7 million in 2010. The increase was primarily related to an increase in our income before income taxes. Our 2011 annual effective tax rate was approximately 37.4% compared to 42.4% in 2010. The decrease in our effective tax rate from 2010 to 2011 was primarily due to the impact on our Arizona deferred tax assets and liabilities resulting from a reduction in corporate income tax rates, enacted during 2011 effective for 2014 and beyond.

 

Liquidity and Capital Resources

 

As of December 31, 2012, we had a total of $254.4 million in cash and cash equivalents. Our principal sources of liquidity are existing cash, internally generated cash flows, and the Credit Facility. Our principal liquidity requirements are capital expenditures, including the design, manufacture and deployment of Iridium NEXT, working capital and research and development expenses.

 

We expect to fund $1.8 billion of the costs of Iridium NEXT with the Credit Facility, with the remainder to be funded from internally generated cash flows, including potential cash flows from hosted payloads on our Iridium NEXT satellites, and the $96.5 million in proceeds from the recent issuance of our Series A Preferred Stock.

 

The Credit Facility contains borrowing restrictions, including financial performance covenants and covenants relating to hosted payloads, and there can be no assurance that we will be able to continue to borrow funds under the Credit Facility. There can also be no assurance that our future internally generated cash flows, including those from hosted payloads on our Iridium NEXT satellites, will meet our current expectations. If we do not generate sufficient cash flows, or if the cost of implementing Iridium NEXT or the other elements of our business plan is higher than anticipated, we will require further external funding. Our ability to obtain additional funding may be adversely affected by a number of factors, including the global economic downturn and related tightening of the credit markets, and we cannot provide assurance that we will be able to obtain such funding on reasonable terms, or at all. If we are not able to secure such funding in a timely manner, our ability to maintain our network, to design, build and launch Iridium NEXT and related ground infrastructure, products and services, and to pursue additional growth opportunities will be impaired, and we would likely need to delay some elements of our Iridium NEXT development. Our liquidity and our ability to fund our liquidity requirements are also dependent on our future financial performance, which is subject to general economic, financial, regulatory and other factors that are beyond our control.

The recent amendment to the Credit Facility allows us to make a $12.5 million investment in Aireon, if needed, and an additional investment of up to $15 million raised from the issuance of our equity. The amended Credit Facility requires us to use any net distributions that we receive from Aireon to repay the debt under the Credit Facility and to grant the Lenders a security interest in our ownership interest in Aireon. The amendment does not modify the principal amount, interest rates, repayment dates, or maturity of the Credit Facility. The amended Credit Facility includes revised financial covenant levels to reflect changes in timing of expected receipts of cash flows from secondary payloads and other changing business conditions and revised launch and backup launch requirements to permit the amendment to our launch services agreement with SpaceX. Also, the Supplemental Agreement required us to raise $100 million through a combination of the issuance of convertible preferred or common equity and the exercise of warrants by April 30, 2013. In response to this requirement, we sold 1,000,000 shares of our Series A Preferred Stock in a private offering. The purchase price, equal to $96.85 per share, reflected a discount to the initial purchase price of $3.15 per share. We received proceeds of $96.5 million from the sale of the Series A Preferred Stock in October 2012, which were net of the aggregate $3.5 million in initial purchaser discount and additional offering costs. We also received $9.1 million from the exercise of $7.00 Warrants during 2012. 

Holders of Series A Preferred Stock are entitled to receive cumulative cash dividends at an annual rate of $7.00 per share. Dividends are payable quarterly in arrears, on each March 15, June 15, September 15 and December 15. For each full quarter that the Series A Preferred Stock is outstanding, and assuming that no shares of Series A Preferred Stock have been converted into shares of our common stock, we will be required to pay cash dividends of $1.75 million. We expect that we will satisfy dividend requirements, if and when declared, from internally generated cash flows. In 2012, we paid $1.4 million in cash dividends to holders of our Series A Preferred Stock. 

As of December 31, 2012, we had borrowed $751.8 million under the Credit Facility. The unused portion of the Credit Facility as of December 31, 2012 was approximately $1.0 billion. Under the terms of the Credit Facility, we are required to maintain a minimum cash reserve for debt service, which was $54.0 million as of December 31, 2012 and is classified as restricted cash on the accompanying consolidated balance sheet. This minimum cash reserve requirement will increase over the term of the Credit Facility to $189.0 million at the beginning of the repayment period, which is expected to begin in 2017. We believe that our liquidity sources will provide sufficient funds for us to meet our liquidity requirements for at least the next twelve months.

 

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Cash and Indebtedness

 

At December 31, 2012, our total cash and cash equivalents was $254.4 million, and we had an aggregate of $751.8 million of external indebtedness related to borrowings under the Credit Facility.

 

Cash Flows - Comparison of the Year Ended December 31, 2012 and the Year Ended December 31, 2011

 

The following table shows our consolidated cash flows from operating, investing and financing activities for the years ended December 31, (in millions):

 

Statement of Cash Flows  2012   2011   2010 
Cash provided by operating activities  $174.0   $183.5   $151.4 
Cash provided by (used in) investing activities   (443.5)   (359.3)   (242.1)
Cash provided by (used in) financing activities   387.6    192.3    63.4 
Net increase (decrease) in cash and cash equivalents  $118.1   $16.5   $(27.3)

 

Cash Flows from Operating Activities


Net cash provided by operating activities for the year ended December 31, 2012 decreased by $9.5 million from the prior year period. This decline was primarily due to an $11.2 million strategic build-up of inventory in 2012 in order to mitigate the risk inherent with our limited number of manufacturers and a $10 million increase in other liabilities from 2010 to 2011 that did not recur in 2012 related to a customer deposit still held as of December 31, 2012. These declines were partially offset by a $10.2 million operating cash inflow resulting from improved service revenue margins and a $3.2 million decline in research and development costs.

 

Cash Flows from Investing Activities

 

Net cash used in investing activities for the year ended December 31, 2012 increased primarily due to $82.3 million of increased capital expenditures related to Iridium NEXT, including payments related to the purchase of equipment and software for our satellite, network and gateway operations.

 

Cash Flows from Financing Activities

 

Net cash provided by financing activities for the year ended December 31, 2012 increased primarily due to the 2012 issuance of Series A Preferred Stock for proceeds of $96.5 million net of issuance costs, the Motorola note repayment of $22.2 million in 2011 which did not recur in 2012, a $59.7 million increase in borrowings under the Credit Facility, and an $11.3 million decrease in payments of deferred financing fees.

 

Cash Flows - Comparison of the Year Ended December 31, 2011 and the Year Ended December 31, 2010

 

The following table shows our consolidated cash flows from operating, investing and financing activities for the years ended December 31, (in millions):

 

Statement of Cash Flows  2011   2010   Change 
Net cash provided by operating activities  $183.5   $151.4   $32.1 
Net cash provided by (used in) investing activities  $(359.3)  $(242.1)  $(117.2)
Net cash provided by (used in) financing activities  $192.3   $63.4   $128.9 

 

Cash Flows from Operating Activities

 

Net cash provided by operating activities for the year ended December 31, 2011 increased primarily due to a $38.0 million increase in net income including adjustments for non-cash items of $16.9 million. The increase in net income was driven by our revenue growth and operating expense savings. These two increases in operating cash flow were partially offset by the $9.2 million increase in the commitment fee we paid on the undrawn portion of our Credit Facility for the year ended December 31, 2011 as a result of the Credit Facility being in place for the entire year. We incurred a commitment fee for only a portion of the prior year. 

 

Cash Flows from Investing Activities

 

Net cash used in investing activities for the year ended December 31, 2011 increased primarily due to $122.0 million of increased capital expenditures related to Iridium NEXT, including payments related to the purchase of equipment and software for our satellite, network and gateway operations.

 

Cash Flows from Financing Activities

 

Net cash provided by financing activities for the year ended December 31, 2011 increased primarily due to a $139.8 million increase in borrowings under the Credit Facility. The increase in borrowings under the Credit Facility was partially offset by our $22.2 million repayment of the Motorola promissory note and $27.0 million funding of our debt service cash reserve account required by the Credit Facility, both in 2011.

 

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Contractual Obligations and Commitments

 

The following table summarizes our outstanding contractual obligations as of December 31, 2012 (in millions):

 

   Less than           More than     
Contractual Obligations  1 year   1-3 Years   3-5 years   5 years   Total 
Payment obligations:                         
Thales (1)  $454.5   $638.0   $330.4   $-   $1,422.9 
SpaceX   4.6    252.6    130.8    -    388.0 
Boeing (2)   34.6    70.6    55.9    -    161.1 
Debt obligations (3)   7.7    -    35.7    716.1    759.5 
Operating lease obligations (4)   2.9    4.4    2.8    3.4    13.5 
Uncertain tax positions (5)   -    -    -    -    1.4 
Unconditional purchase obligations (6)   33.4    4.4    0.1    -    37.9 
Investment obligations (7)   5.0    -    -    -    5.0 
Total  $542.7   $970.0   $555.7   $719.5   $2,789.3 

 

(1) Thales obligations consist of commitments under the FSD for the design and manufacture of satellites for Iridium NEXT and will be satisfied as follows: (i) 85% of these costs will be funded by draws under the Credit Facility and (ii) 15% of these costs will be paid in cash when due.
(2) Boeing obligations consist of an estimated commitment related to our existing satellite systems. This estimation is based on an expected future completion date of June 2017 for Iridium NEXT at which time services under the Boeing Operations and Maintenance agreement for our existing satellite systems will no longer be necessary. Therefore, the Boeing amounts in the above table do not include contractual obligations related to Iridium NEXT.
(3) Debt obligations include amounts drawn under the Credit Facility as of December 31, 2012, which include $751.8 million of outstanding debt obligations, $2.3 million of accrued commitment fees on the undrawn portion of the Credit Facility and $5.4 million of accrued interest through December 31, 2012. We have not included future debt obligations or future interest costs in the table because the timing of the borrowings is unknown and there is a variable component of the interest. We have also excluded future amounts for the commitment fee, which is 0.80% per year on any undrawn portion of the Credit Facility, as the timing of the borrowings is unknown.
(4) Operating lease obligations do not include payments to landlords covering real estate taxes, common area maintenance and other charges, as such fees are not determinable based upon the provisions of our lease agreements.
(5) As of December 31, 2012, we estimated our uncertain tax positions to be $1.4 million, including penalties and interest. However, we are unable to reasonably estimate the period of these possible future payments, therefore, the balance has not been reflected in a specified period.
(6) Unconditional purchase obligations include our agreement with a supplier for the manufacturing of our devices and various commitments with other vendors that are enforceable, legally binding and have specified terms, including fixed or minimum quantities, minimum or variable price provisions, and a fixed timeline. Unconditional purchase obligations do not include agreements that are cancelable without penalty.
(7) The Supplemental Agreement in connection with the Credit Facility allows us to make a $12.5 million investment in Aireon of which $7.5 million has been funded as of December 31, 2012; we expect to fund the remaining $5.0 million in 2013.

 

The contractual obligations table does not include future payments of dividends on the Series A Preferred Stock. Holders of Series A Preferred Stock are entitled to receive cumulative cash dividends when, as and if declared from, and including, the date of original issue at a rate of 7.00% per annum of the $100 liquidation preference per share, which is equivalent to an annual rate of $7.00 per share. Dividends are payable quarterly in arrears, on March 15, June 15, September 15 and December 15 of each year. The Series A Preferred Stock does not have a stated maturity date. Holders of Series A Preferred Stock may convert some or all of their outstanding shares to common stock at the stated conversion rate. On or after October 3, 2017, we may at our option cause some or all of the shares of Series A Preferred Stock to be automatically converted into shares of common stock at the then prevailing conversion rate. We cannot forecast the conversions, if any, of Series A Preferred Stock to common stock and thus cannot forecast with certainty the amounts of future dividend payments on outstanding Series A Preferred Stock.

 

The contractual obligations table also does not include future anticipated payments to Kosmotras. Our launch services agreement with Kosmotras provides for the purchase of up to six launches with options to purchase additional launches. Each launch will carry two satellites. If all six launches are purchased, we will pay Kosmotras a total of approximately $184.3 million. We expect to exercise an option to purchase one launch under the agreement for the first two Iridium NEXT satellites. Our payments to Kosmotras for the single launch would be approximately $51.8 million. As of December 31, 2012, we had made aggregate payments of $11.2 million to Kosmotras. If we do not purchase any launches by March 31, 2013, the options will expire.

 

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Off-Balance Sheet Arrangements

 

We do not currently have, nor have we had in the last three years, any relationships with unconsolidated entities or financial partnerships, such as entities referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

 

Seasonality

 

Our results of operations have been subject to seasonal usage changes for commercial customers, and our results will be affected by similar seasonality going forward. March through October are typically the peak months for commercial voice services revenue and related subscriber equipment sales. U.S. government revenue and commercial M2M revenue have been less subject to seasonal usage changes.

 

Item 7A.      Quantitative and Qualitative Disclosures About Market Risk

 

Interest income earned on our cash and cash equivalent balances is subject to interest rate fluctuations. For the year ended December 31, 2012, a one-half percentage point increase or decrease in interest rates would not have had a material effect on our interest income.

 

The fixed price under the FSD with Thales is denominated in U.S. dollars. As a result, we do not bear any foreign currency exchange risk under the FSD.

 

We entered into the Credit Facility in October 2010 and have borrowed $751.8 million under the Credit Facility as of December 31, 2012. A portion of the borrowings under the Credit Facility bears interest at a floating rate equal to the LIBOR plus 1.95% and will, accordingly, subject us to interest rate fluctuations in future periods. Had the currently outstanding borrowings under the Credit Facility been outstanding throughout the year ended December 31, 2012, a one-half percentage point increase or decrease in the LIBOR would have changed our interest cost by approximately $0.5 million for the year.

 

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, as well as accounts receivable and accounts payable. We maintain our cash and cash equivalents with financial institutions with high credit ratings and at times maintain the balance of our deposits in excess of federally insured limits. The majority of our cash is swept nightly 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.

 

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Item 8. Financial Statements and Supplementary Data

 

  Page
Iridium Communications Inc.:  
Report of Independent Registered Public Accounting Firm 57
Consolidated Balance Sheets 58
Consolidated Statements of Operations and Comprehensive Income 59
Consolidated Statements of Changes in Stockholders’ Equity 60
Consolidated Statements of Cash Flows 61
Notes to Consolidated Financial Statements 63

 

56
 

 

Report of Independent Registered Public Accounting Firm

 

The Board of Directors and Stockholders of Iridium Communications Inc.

 

We have audited the accompanying consolidated balance sheets of Iridium Communications Inc. as of December 31, 2012 and 2011, and the related consolidated statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Iridium Communications Inc. at December 31, 2012 and 2011, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Iridium Communications Inc.’s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 5, 2013, expressed an unqualified opinion thereon.

 

/s/ Ernst & Young LLP

 

McLean, Virginia

March 5, 2013

 

57
 

 

Iridium Communications Inc.

Consolidated Balance Sheets

(In thousands, except per share data)

 

   December 31,   December 31, 
   2012   2011 
           
Assets          
Current assets:          
Cash and cash equivalents  $254,418   $136,366 
Accounts receivable, net   56,135    57,418 
Inventory   26,335    15,077 
Deferred tax assets, net   21,160    9,435 
Income tax receivable   4,302    4,330 
Prepaid expenses and other current assets   4,816    4,616 
Total current assets   367,166    227,242 
Property and equipment, net   1,210,693    843,092 
Restricted cash   54,233    27,154 
Other assets   2,912    584 
Intangible assets, net   70,502    83,552 
Deferred financing costs   123,796    105,523 
Goodwill   87,039    87,039 
Total assets  $1,916,341   $1,374,186 
           
Liabilities and stockholders' equity          
Current liabilities:          
Accounts payable  $13,834   $24,816 
Accrued expenses and other current liabilities   26,704    29,791 
Interest payable   5,359    5,838 
Deferred revenue   42,755    35,445 
Total current liabilities   88,652    95,890 
Accrued satellite operations and maintenance expense, net of current portion   17,727    19,065 
Credit facility   751,787    417,133 
Deferred tax liabilities, net   167,821    126,546 
Other long-term liabilities   13,796    13,534 
Total liabilities   1,039,783    672,168 
           
Commitments and contingencies          
           
Stockholders' equity          
Series A Preferred Stock, $0.0001 par value, 2,000 shares authorized, 1,000 and zero shares issued and outstanding, respectively   -    - 
Common stock, $0.001 par value, 300,000 shares authorized and 76,461 and 73,205 shares issued and outstanding, respectively   76    73 
Additional paid-in capital   793,511    681,781 
Retained earnings   83,328    20,389 
Accumulated other comprehensive loss, net of taxes   (357)   (225)
Total stockholders' equity   876,558    702,018 
Total liabilities and stockholders' equity  $1,916,341   $1,374,186 

 

See notes to consolidated financial statements

 

58
 

  

Iridium Communications Inc.

Consolidated Statements of Operations and Comprehensive Income

(In thousands, except per share amounts)

 

   Year Ended   Year Ended   Year Ended 
   December 31, 2012   December 31, 2011   December 31, 2010 
                
Revenue:               
Services  $273,491   $262,322   $236,351 
Subscriber equipment   93,866    94,709    90,184 
Engineering and support services   16,163    27,276    21,638 
Total revenue   383,520    384,307    348,173 
                
Operating expenses:               
Cost of services (exclusive of depreciation and amortization)   60,937    71,181    72,579 
Cost of subscriber equipment   53,285    54,113    61,661 
Research and development   15,525    18,684    19,178 
Selling, general and administrative   67,589    65,682    66,728 
Depreciation and amortization   81,110    97,646    90,667 
Total operating expenses   278,446    307,306    310,813 
                
Operating income   105,074    77,001    37,360 
                
Other income (expense):               
Interest income, net   1,072    1,200    637 
Undrawn credit facility fees   (10,232)   (12,524)   (3,368)
Other expense, net   (896)   (96)   (17)
Total other expense   (10,056)   (11,420)   (2,748)
Income before income taxes   95,018    65,581    34,612 
Provision for income taxes   (30,387)   (24,546)   (14,671)
Net income   64,631    41,035    19,941 
Series A Preferred Stock dividends   1,692    -    - 
Net income attributable to common stockholders  $62,939   $41,035   $19,941 
                
Weighted average shares outstanding - basic   74,239    72,164    70,289 
Weighted average shares outstanding - diluted   78,182    73,559    72,956 
Net income per share - basic  $0.85   $0.57   $0.28 
Net income per share - diluted  $0.83   $0.56   $0.27 
                
Comprehensive income:               
Net income  $64,631   $41,035   $19,941 
Foreign currency translation adjustments   (132)   (315)   68 
Comprehensive income  $64,499   $40,720   $20,009 

  

See notes to consolidated financial statements

 

59
 

 

Iridium Communications Inc.

Consolidated Statements of Changes in Stockholders’ Equity

(In thousands)

 

   Series A               Accumulated   Accumulated     
   Convertible           Additional   Other   Retained   Total 
   Preferred Stock   Common Stock   Paid-In   Comprehensive   Earnings   Stockholders' 
   Shares   Amount   Shares   Amount   Capital   Income (Loss)   (Deficit)   Equity 
                                         
Balance at December 31, 2009   -   $-    70,248   $70   $670,116   $22   $(40,587)  $629,621 
Stock-based compensation   -    -    -    -    5,242    -    -    5,242 
Stock issued upon exercise of warrants   -    -    3    -    23    -    -    23 
Stock issued upon exercise of stock options   -    -    3    -    21    -    -    21 
Net income   -    -    -    -    -    -    19,941    19,941 
Cumulative translation adjustments   -    -    -    -    -    68    -    68 
Balance at December 31, 2010   -    -    70,254    70    675,402    90    (20,646)   654,916 
Stock-based compensation   -    -    -    -    6,341    -    -    6,341 
Stock issued upon exchange of warrants   -    -    2,946    3    (2)   -    -    1 
Stock issued upon exercise of stock options   -    -    5    -    40    -    -    40 
Net income   -    -    -    -    -    -    41,035    41,035 
Cumulative translation adjustments   -    -    -    -    -    (315)   -    (315)
Balance at December 31, 2011   -    -    73,205    73    681,781    (225)   20,389    702,018 
Stock-based compensation   -    -    -    -    8,150    -    -    8,150 
Issuance of Series A Convertible Preferred Stock   1,000    -    -    -    96,499    -    -    96,499 
Stock issued upon exercise of stock warrants   -    -    1,302    1    9,113    -    -    9,114 
Stock issued upon exchange of warrants and related transaction costs   -    -    1,949    2    (2,075)   -    -    (2,073)
Stock issued upon exercise of stock options   -    -    5    -    43    -    -    43 
Net income   -    -    -    -    -    -    64,631    64,631 
Dividends on Series A Preferred Stock   -    -    -    -    -    -    (1,692)   (1,692)
Cumulative translation adjustments   -    -    -    -    -    (132)   -    (132)
Balance at December 31, 2012   1,000   $-    76,461   $76   $793,511   $(357)  $83,328   $876,558 

 

See notes to consolidated financial statements

 

60
 

 

Iridium Communications Inc.

Consolidated Statements of Cash Flows

(In thousands)

 

   Year Ended   Year Ended   Year Ended 
   December 31, 2012   December 31, 2011   December 31, 2010 
                
Cash flows from operating activities:               
Net income  $64,631   $41,035   $19,941 
Adjustments to reconcile net income to net cash provided by operating activities:               
Non-cash items included in net income:               
Deferred taxes   29,549    22,563    13,471 
Depreciation and amortization   81,110    97,646    90,667 
Stock-based compensation   7,332    5,895    5,051 
Provision for doubtful accounts   722    -    - 
Loss on equity method investment   826    -    - 
Gain on disposal of property and equipment   -    (13)   - 
Changes in operating assets and liabilities:               
Restricted cash   -    -    15,400 
Accounts receivable   561    (7,140)   (9,089)
Inventory   (11,199)   1,577    9,002 
Prepaid expenses and other current assets   (200)   363    (1,050)
Income tax receivable   28    6,773    (10,598)
Other assets   364    110    433 
Accounts payable   464    454    3,428 
Accrued expenses and other current liabilities   (6,400)   (2,417)   856 
Deferred revenue   7,310    7,230    8,188 
Accrued satellite and network operation expense, net of current portion   (1,338)   (1,337)   5,102 
Other long-term liabilities   263    10,722    636 
Net cash provided by operating activities   174,023    183,461    151,438 
                
Cash flows from investing activities:               
Payment of deferred acquisition consideration   -    -    (4,636)
Capital expenditures   (441,654)   (359,404)   (237,450)
Proceeds from sale of property and equipment   -    67    - 
Equity method investment in affiliate   (1,888)   -    - 
Net cash used in investing activities   (443,542)   (359,337)   (242,086)
                
Cash flows from financing activities:               
Borrowings under the Credit Facility   334,654    274,976    135,145 
Payment of deferred financing fees   (22,168)   (33,450)   (71,787)
Change in restricted cash - Credit Facility   (27,079)   (27,034)   - 
Payment of note payable   -    (22,223)   - 
Proceeds from exercise of warrants   9,114    1    23 
Proceeds from exercise of stock options   43    40    21 
Payment of warrant exchange transaction costs   (2,073)   -    - 
Proceeds from issuance of Series A Preferred               
Stock, net of issuance costs   96,499    -    - 
Dividends paid   (1,419)   -    - 
Net cash provided by financing activities   387,571    192,310    63,402 
                
Net increase (decrease) in cash and cash equivalents   118,052    16,434    (27,246)
Cash and cash equivalents, beginning of period   136,366    119,932    147,178 
Cash and cash equivalents, end of period  $254,418   $136,366   $119,932 

 

See notes to consolidated financial statements

 

61
 

Iridium Communications Inc.

Consolidated Statements of Cash Flows, continued

(In thousands)

 

   Year Ended   Year Ended   Year Ended 
   December 31, 2012   December 31, 2011   December 31, 2010 
Supplemental cash flow information:               
Interest paid  $6,971   $4,528   $- 
Income taxes paid (refunded)  $348   $(6,296)  $11,872 
                
Supplemental disclosure of non-cash investing activities:               
Property and equipment received but not paid for yet  $3,516   $14,409   $21,093 
Interest capitalized but not paid  $5,359   $2,979   $- 
Capitalized paid-in-kind interest  $16,059   $7,012   $- 
Capitalized amortization of deferred financing costs  $3,896   $-   $- 
Leasehold improvement incentives  $-   $-   $901 
Stock-based compensation capitalized  $819   $446   $191 
Contribution of fixed assets to equity method investment  $1,353   $-   $- 
                
Supplemental disclosure of non-cash financing activities:               
Accrued financing fees  $-   $-   $15,959 
Note payable  $-   $-   $22,223 
Dividends accrued on Series A Preferred Stock  $273   $-   $- 

 

See notes to consolidated financial statements

 

62
 

 

Iridium Communications Inc.

Notes to Consolidated Financial Statements

December 31, 2012

 

1. Organization and Business

 

Iridium Communications Inc. (the “Company”), a Delaware corporation, offers voice and data communications services and products to businesses, U.S. and international government agencies and other customers on a global basis. The Company is a provider of mobile voice and data communications services via a constellation of low earth orbiting satellites. The Company holds various licenses and authorizations from the U.S. Federal Communications Commission (the “FCC”) and from foreign regulatory bodies that permit the Company to conduct its business, including the operation of its satellite constellation.

 

2. Significant Accounting Policies and Basis of Presentation

 

Principles of Consolidation and Basis of Presentation

 

The Company has prepared the consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of (i) the Company, (ii) its wholly owned subsidiaries, and (iii) all less than wholly owned subsidiaries that the Company controls. All intercompany transactions and balances have been eliminated and net income not attributable to the Company (when material) has been allocated to noncontrolling interests.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ materially from those estimates.

 

Financial Instruments

 

The consolidated balance sheets include various financial instruments (primarily cash and cash equivalents, restricted cash, prepaid expenses, deposits and other current assets, accounts receivable, accounts payable, accrued expenses and other liabilities, notes and loans payable, and other obligations). 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. These tiers of inputs include:

 

·Level 1, defined as observable inputs such as quoted prices in active markets for identical assets;
·Level 2, defined as observable inputs other than Level 1 prices such as quoted prices for similar assets; 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.

 

As of December 31, 2012 and 2011, the carrying values of short-term financial instruments (primarily cash and cash equivalents, prepaid expenses, deposits and other current assets, accounts receivable, accounts payable, accrued expenses and other current liabilities and other obligations) approximate their fair values because of their short-term nature.

 

Concentrations of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and receivables. The majority of cash is swept nightly into a money market fund invested in U.S. treasuries, Agency Mortgage Backed Securities and/or U.S. Government guaranteed debt. While the Company maintains its cash and cash equivalents with financial institutions with high credit ratings, it often maintains those deposits in federally insured financial institutions in excess of federally insured (FDIC) limits. The Company performs credit evaluations of its customers’ financial condition and records reserves to provide for estimated credit losses. Accounts receivable are due from both domestic and international customers.

 

Cash, Cash Equivalents and Restricted Cash

 

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The cash and cash equivalents balances at December 31, 2012 and 2011 consisted of cash deposited in institutional money market funds, regular interest bearing and non-interest bearing depository accounts and certificates of deposit with commercial banks. The Company’s restricted cash balances as of December 31, 2012 and 2011 were $54.2 million and $27.2 million, respectively. Changes in restricted cash balances are reflected on the consolidated statements of cash flows as an operating activity if pertaining to collateral for operations and maintenance agreements; changes in restricted cash balances are reflected on the consolidated statements of cash flows as a financing activity if pertaining to required reserve balances for debt agreements.

 

63
 

 

Accounts Receivable

 

Trade accounts receivable are recorded at the invoiced amount and are subject to late fee penalties. Management develops its estimate of an allowance for uncollectible receivables based on the Company’s experience with specific customers, aging of outstanding invoices, its understanding of customers’ current economic circumstances and its own judgment as to the likelihood that the Company will ultimately receive payment. The Company writes off its accounts receivable when balances ultimately are deemed uncollectible. The allowance for doubtful accounts was $1.1 million and less than $0.1 million as of December 31, 2012 and 2011, respectively.

 

Foreign Currencies

 

The functional currency of the Company’s foreign consolidated subsidiaries is their local currency, except for countries that are deemed to have “highly inflationary” economies, in which case the functional currency is deemed to be the reporting currency (or U.S. dollar). Assets and liabilities of its foreign subsidiaries are translated to U.S. dollars based on exchange rates at the end of the reporting period. Income and expense items are translated at the weighted average exchange rates prevailing during the reporting period. Translation adjustments are accumulated in a separate component of stockholders’ equity. Transaction gains or losses are classified as other income (expense), net in the accompanying consolidated statements of operations and comprehensive income.

 

Internally Developed Software

 

The Company capitalizes the costs of acquiring, developing and testing software to meet its internal needs. Capitalization of costs associated with software obtained or developed for internal use commences when the preliminary project stage is complete and it is probable that the project will be completed and used to perform the function intended. Capitalized costs include only (i) external direct cost of materials and services consumed in developing or obtaining internal-use software and (ii) payroll and payroll-related costs for employees who are directly associated with, and devote time to, the internal-use software project. Capitalization of such costs ceases no later than the point at which the project is substantially complete and ready for its intended use. Internal use software costs are amortized once the software is placed in service using the straight-line method over periods ranging from three to seven years.

 

Deferred Financing Costs

 

Direct and incremental costs incurred in connection with securing debt financing are deferred and are amortized as additional interest expense using the effective interest method over the term of the related debt.

 

As of December 31, 2012 and 2011, the Company had deferred approximately $123.8 million and $105.5 million, respectively, of direct and incremental financing costs associated with securing debt financing for Iridium NEXT, the Company’s next-generation satellite constellation.

 

Capitalized Interest

 

Interest costs associated with financing the Company’s assets during the construction period have been capitalized. Capitalized interest and interest expense were as follows:

 

   Year Ended December 31, 
   2012   2011   2010 
       (In thousands)     
Capitalized interest  $29,305   $12,825   $1,694 
Interest expense   114    42    23 
Total interest  $29,419   $12,867   $1,717 

 

Inventory

 

Inventory consists primarily of finished goods, although the Company at times also maintains an inventory of raw materials from third-party manufacturers. The Company outsources manufacturing of subscriber equipment primarily to third-party manufacturers and purchases accessories from third-party suppliers. The Company’s cost of inventory includes an allocation of overhead (including salaries and benefits of employees directly involved in bringing inventory to its existing condition, and freight). Inventories are valued using the average cost method and are carried at the lower of cost or market.

 

The Company has manufacturing agreements with two suppliers to manufacture subscriber equipment, one of which contain minimum monthly purchase requirements. The Company’s purchases have exceeded the monthly minimum requirements since inception. Pursuant to an agreement with the suppliers, the Company may be required to purchase excess materials if the materials are not used in production within the periods specified in the agreement. The suppliers 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.

 

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Stock-Based Compensation

 

The Company accounts for stock-based compensation at fair value. Accordingly, the Company expenses the estimated fair value of stock-based awards made in exchange for employee, non-employee director and consultant services over the requisite service period. Stock-based compensation cost related to restricted stock units is determined at the grant date using the closing price of the common stock on the date of grant. Stock-based compensation cost related to stock options is determined at the grant date using the Black-Scholes option pricing model. The value of an employee award that is ultimately expected to vest is recognized on a straight-line basis over the requisite service period and is classified within the financial statements in a manner consistent with the classification of the employee’s compensation. Awards to consultants and non-employee directors are recognized according to the terms of their agreements and are classified in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income. Classification of stock-based compensation for the years ended December 31, 2012 and 2011 is as follows:

 

   2012   2011 
   (In thousands) 
Property and equipment, net  $760   $446 
Inventory   60    9 
Cost of subscriber equipment   157    130 
Cost of services (exclusive of depreciation and amortization)   608    458 
Research and development   209    220 
Selling, general and administrative   6,356    5,078 
Total stock-based compensation  $8,150   $6,341 

 

Depreciation Expense

 

The Company calculates depreciation expense using the straight-line method and evaluates the appropriateness of the useful life used in this calculation on a quarterly basis. During 2012, the Company updated its analysis of the current satellite constellation’s health and remaining useful life. Based on the results of this analysis, the Company estimates that its current constellation of satellites will be operational for longer than previously expected. As a result, the estimated useful life of the current constellation has been extended and is also consistent with the expected deployment of Iridium NEXT. This change in estimated useful life resulted in a decrease in depreciation expense compared to the prior year. The change in accounting estimate reduced depreciation expense in 2012 by $19.6 million. For the year ended December 31, 2012, the reduction in depreciation expense increased basic and diluted net income per share by $0.17 and $0.16, respectively. The Company will continue to evaluate the useful life of its current constellation of satellites on an ongoing basis through full deployment and activation of Iridium NEXT.

 

Property and Equipment

 

Property and equipment is carried at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the following estimated useful lives:

 

Ground system 5 – 7 years
Equipment 3 – 5 years
Internally developed software and purchased software 3 – 7 years
Building 39 years
Building improvements estimated useful life
Leasehold improvements shorter of useful life or remaining lease term

 

Repairs and maintenance costs are expensed as incurred.

 

Long-Lived Assets

 

The Company assesses its long-lived assets for impairment when indicators of impairment exist. Recoverability of assets is measured by comparing the carrying amounts of the assets to the future undiscounted cash flows expected to be generated by the assets. Any impairment loss would be measured as the excess of the assets’ carrying amount over their fair value.

 

65
 

 

The Company lost communication with two of its in-orbit satellites, one in 2012 and one in 2011. As a result, a $2.0 million and $3.0 million impairment charge was recorded within depreciation expense during 2012 and 2011, respectively. The Company had in-orbit spare satellites available to replace the lost satellites.

 

Goodwill and Other Intangible Assets

 

Goodwill

 

Goodwill is the excess of the acquisition cost of businesses over the fair value of the identifiable net assets acquired. Impairment testing for goodwill is performed during the fourth quarter of each annual period or more frequently if indicators of potential impairment exist. If the fair value of goodwill is less than the carrying amount of goodwill, an impairment loss is recognized.

 

Intangible Assets Not Subject to Amortization

 

A portion of the Company’s intangible assets are spectrum and regulatory authorizations, and trade names which are indefinite-lived intangible assets. The Company reevaluates the useful life determination for these assets each reporting period to determine whether events and circumstances continue to support an indefinite useful life. The Company tests its indefinite-lived intangible assets for potential impairment annually in the fourth quarter or more frequently if indicators of impairment exist. If the fair value of the indefinite-lived asset is less than the carrying amount, an impairment loss is recognized.

 

Intangible Assets Subject to Amortization

 

The Company’s intangible assets that do have finite lives (customer relationships – government and commercial, core developed technology, intellectual property and software) are amortized over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any indicators were present, the Company would test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), the Company would perform the next step, which is to determine the fair value of the asset and record an impairment loss, if any. The Company also reevaluates the useful lives for these intangible assets each reporting period to determine whether events and circumstances warrant a revision in their remaining useful lives.

 

Asset Retirement Obligations

 

Liabilities arising from legal obligations associated with the retirement of long-lived assets are required to be measured at fair value and recorded as a liability. Upon initial recognition of a liability for retirement obligations, a company must record an asset, which is depreciated over the life of the asset to be retired.

 

Under certain circumstances, each of the U.S. government, The Boeing Company (“Boeing”), and Motorola Solutions, Inc. (“Motorola Solutions”) has the right to require the de-orbit of the Company’s satellite constellation. In the event the Company was required to effect a mass de-orbit, pursuant to the amended and restated operations and maintenance agreement (the “O&M Agreement”) by and between the Company’s indirect wholly owned subsidiary Iridium Constellation LLC (“Iridium Constellation”) and Boeing, the Company would be required to pay Boeing $17.2 million, plus an amount equivalent to the premium for de-orbit insurance coverage ($2.5 million as of December 31, 2012). The Company has concluded that each of the foregoing de-orbit rights meets the definition of an asset retirement obligation. However, the Company currently does not believe the U.S. government, Boeing or Motorola Solutions will exercise their respective de-orbit rights. As a result, the Company believes the likelihood of any future cash outflows associated with the mass de-orbit obligation is remote and has recorded an asset retirement obligation with respect to the potential mass de-orbit of approximately $0.2 million at December 31, 2012, which is included in other long-term liabilities on the accompanying consolidated balance sheet.

 

There are other circumstances in which the Company could be required, either by the U.S. government or for technical reasons, to de-orbit an individual satellite; however, the Company believes that such costs would not be significant relative to the costs associated with the ordinary operations of the satellite constellation.

 

Revenue Recognition

 

The Company derives its revenue primarily as a wholesaler of satellite communications products and services. The primary types of revenue include (i) service revenue (access and usage-based airtime fees), (ii) subscriber equipment revenue, and (iii) revenue generated by providing engineering and support services to commercial and government customers.

 

66
 

 

Wholesaler of satellite communications products and services

 

Pursuant to wholesale agreements, the Company sells its products and services to service providers who, in turn, sell the products and services to other distributors or directly to the end users. The Company recognizes revenue when services are performed or delivery has occurred, evidence of an arrangement exists, the fee is fixed or determinable, and collection is probable, as follows:

 

Contracts with multiple elements

 

At times, the Company sells services and equipment through multi-element arrangements that bundle equipment, airtime and other services. For multi-element revenue arrangements entered into or materially modified after January 1, 2011, when the Company sells services and equipment in bundled arrangements that include guaranteed minimum orders and determines that it has separate units of accounting, the Company allocates the bundled contract price among the various contract deliverables based on each deliverable’s relative selling price. The selling price used for each deliverable is based on vendor-specific objective evidence when available, third-party evidence when vendor-specific evidence is not available, or the estimated selling price when neither vendor-specific evidence nor third party evidence is available. The Company determines vendor-specific objective evidence of selling price by assessing sales prices of subscriber equipment, airtime and other services when they are sold to customers on a stand-alone basis. When the Company determines the elements are not separate units of accounting, the Company recognizes revenue on a combined basis as the last element is delivered. For similar multi-element revenue arrangements entered into prior to January 1, 2011, when the Company determined that it had separate units of accounting, the Company allocated the bundled contract price among the various contract deliverables based on each deliverable’s objectively determined and relative fair value. The Company determined vendor-specific objective evidence of fair value by assessing sales prices of subscriber equipment, airtime and other services when they are sold to customers on a stand-alone basis. When the Company determined the elements were not separate units of accounting, the Company recognized revenue on a combined basis as the last element was delivered.

 

Service revenue sold on a stand-alone basis


 

Service revenue is generated from the Company’s service providers through usage of its satellite system and through fixed monthly access fees per user charged to service providers. Revenue for usage is recognized when usage occurs. Revenue for fixed-per-user access fees is recognized ratably over the period in which the services are provided to the end user. The Company sells prepaid services in the form of e-vouchers and prepaid cards. A liability is established for the cash paid for the e-voucher or prepaid card on purchase. The Company recognizes revenue from the prepaid services (i) upon the use of the e-voucher or prepaid card by the customer; (ii) upon the expiration of the right to access the prepaid service; or (iii) when it is determined that the likelihood of the prepaid card being redeemed by the customer is remote (“Prepaid Card Breakage”). The Company has determined the recognition of Prepaid Card Breakage based on its historical redemption patterns. The Company does not offer refund privileges for unused prepaid services.

 

Subscriber equipment sold on a stand-alone basis

 

The Company recognizes subscriber equipment sales and the related costs when title to the equipment (and the risks and rewards of ownership) passes to the customer, typically upon shipment.

 

Services sold to the U.S. government

 

The Company provides airtime to U.S. government subscribers through (i) fixed monthly fees on a per-user basis for unlimited voice services, (ii) fixed monthly fees per user for unlimited paging services, (iii) a tiered pricing plan (based on usage) per device for data services, (iv) fixed monthly fees on a per-user basis for unlimited beyond-line-of-sight push-to-talk voice services to user-defined groups (“Netted Iridium”), and (v) a monthly fee for active user-defined groups using Netted Iridium. Revenue related to these services is recognized ratably over the periods in which the services are provided, and the related costs are expensed as incurred. The U.S. government purchases its subscriber equipment from third-party distributors and not directly from the Company.

 

Government engineering and support services

 

The Company provides maintenance services to the U.S. government’s dedicated gateway. This revenue is recognized ratably over the periods in which the services are provided; the related costs are expensed as incurred.

 

Other government and commercial engineering and support services

 

The Company also provides engineering services to assist customers in developing new technologies for use on the Company’s satellite system. The revenue associated with these services is recorded when the services are rendered, typically on a proportional performance method of accounting based on the Company’s estimate of total costs expected to complete the contract, and the related costs are expensed as incurred. Revenue on cost-plus-fixed-fee contracts is recognized to the extent of estimated costs incurred plus the applicable fees earned. The Company considers fixed fees under cost-plus-fixed-fee contracts to be earned in proportion to the allowable costs incurred in performance of the contract. The portion of revenue on research and development arrangements that is contingent upon the achievement of substantive milestone events is recognized in the period in which the milestone is achieved.

 

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Warranty Expense

 

The Company provides the first end user purchaser of its products a warranty on subscriber equipment for one to five years from the date of purchase by such first end user, depending on the product. A warranty accrual is recorded when it is estimable and probable that a loss has been incurred. A warranty reserve is maintained based on historical experience of warranty costs and expected occurrences of warranty claims on equipment. Costs associated with warranties are recorded as cost of subscriber equipment sales and include equipment replacements, repairs, freight, and program administration. During 2012, the Company identified production deficiencies related to the Iridium Extreme satellite handset. A reserve for the remediation of these deficiencies contributed $1.2 million to the warranty provision during 2012. The roll-forward of the warranty accrual for the years ended December 31, 2012 and 2011 is as follows:

 

   2012   2011 
   (In thousands) 
Balance at beginning of the period  $4,101   $2,307 
Provision   4,795    3,483 
Utilization   (4,846)   (1,689)
Balance at end of the period  $4,050   $4,101 

 

Research and Development

 

Research and development costs are charged to expense in the period in which they are incurred.

 

Advertising Costs

 

Costs associated with advertising and promotions are expensed as incurred. Advertising expenses were $0.5 million, $0.6 million and $0.6 million for the years ended December 31, 2012, 2011 and 2010, respectively.

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability approach, which requires the recognition of tax benefits or expenses for temporary differences between the financial reporting and tax bases of assets and liabilities. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company also recognizes a tax benefit from uncertain tax positions only if it is “more likely than not” that the position is sustainable based on its technical merits. The Company’s policy is to recognize interest and penalties on uncertain tax positions as a component of income tax expense.

 

Net Income Per Share

 

The Company calculates basic net income per share by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share takes into account the effect of potential dilutive common shares when the effect is dilutive. The effect of potential dilutive common shares, including common stock issuable upon exercise of outstanding stock options and stock purchase warrants, is computed using the treasury stock method. The effect of potential dilutive common shares from the conversion of the outstanding convertible preferred securities is computed using the as-if converted method at the stated conversion rate. The Company’s unvested restricted stock units contain non-forfeitable rights to dividends and therefore are considered to be participating securities in periods of net income. The calculation of basic and diluted net income per share excludes net income attributable to the unvested restricted stock units from the numerator and excludes the impact of unvested restricted stock units from the denominator.

 

3. Equity Instruments

 

$7.00 Warrants

 

In connection with the Company’s initial public offering (“IPO”) in February 2008, the Company sold 40.0 million units at a price of $10.00 per unit. Each unit consisted of one share of Common Stock and one Common Stock purchase warrant (“$7.00 warrant”). Each $7.00 warrant entitled the holder to purchase from the Company one share of Common Stock at a price of $7.00 per share.

 

During 2012, the Company issued 1,300,000 shares of common stock resulting from the exercise of 1,300,000 $7.00 Warrants. The Company received proceeds of $9.1 million as a result of these warrant exercises.

 

During 2012, the Company entered into privately negotiated warrant exchange agreements with the largest holder of the outstanding $7.00 Warrants. Pursuant to these agreements, the Company issued 562,370 new shares of its common stock in exchange for 3,374,220 of the $7.00 Warrants (equivalent to approximately 0.1667 common shares for every $7.00 Warrant tendered), representing approximately 27% of the outstanding $7.00 Warrants.

 

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During 2012, the Company also initiated and completed a tender offer to exchange outstanding $7.00 Warrants for shares of its own common stock (the “2012 Tender Offer”). The Company offered holders of its $7.00 Warrants one share of common stock for every six of the $7.00 Warrants tendered (equivalent to approximately 0.1667 common shares for every $7.00 Warrant tendered). As a result of the 2012 Tender Offer, the Company issued an aggregate of 1,386,941 shares of its common stock in exchange for an aggregate of 8,321,433 of the $7.00 Warrants.

 

As of December 31, 2012, 656,001 of the $7.00 Warrants remained outstanding, including 419,379 that are included as part of the units that were issued in connection with the formation of the Company which consisted of one share of common stock and one $7.00 Warrant. In February 2013, all outstanding $7.00 Warrants expired in accordance with their terms.

 

$11.50 Warrants

 

On September 29, 2009, in connection with the acquisition of Iridium Holdings, holders of approximately 14.4 million $7.00 warrants exchanged their existing warrants for new warrants to purchase its common stock at an exercise price of $11.50 per share (the “$11.50 Warrants”).

 

The Company may redeem each of the $11.50 Warrants at a price of $0.01 upon 30 days prior notice, provided that the warrants are exercisable and the registration statement covering the Common Stock issuable upon exercise of the warrants remains effective and available, and provided further that such redemption can only be made if the closing price of the Common Stock is at least $18.00 per share for any 20 trading days within a 30-trading-day period ending on the third day prior to the date on which notice of redemption is given. If the registration statement is not still effective at the time of exercise, the holders of the $11.50 Warrants will not be entitled to exercise the warrants, and in no event (whether in the case of a registration statement not being effective or otherwise) will the Company be required to net cash settle any such warrant exercise. Consequently, the $11.50 Warrants may expire unexercised and unredeemed. The number of shares of Common Stock issuable upon the exercise of each $11.50 Warrant is subject to adjustment from time to time upon the occurrence of specified events. The $11.50 Warrants expire in 2015.

 

During 2011, the Company entered into several private transactions to exchange shares of its common stock for outstanding $11.50 Warrants. As a result of these transactions, the Company issued an aggregate of 1,643,453 shares of its common stock in exchange for an aggregate of 8,167,541 of the $11.50 Warrants.

 

During 2011, the Company initiated and completed a tender offer to exchange outstanding $11.50 Warrants for shares of its common stock (the “2011 Tender Offer”). As a result of the 2011 Tender Offer, the Company issued an aggregate of 1,303,267 shares of its common stock in exchange for an aggregate of 5,923,963 of the $11.50 Warrants. As of December 31, 2012, 277,021 of the $11.50 Warrants remained outstanding.

 

Series A Cumulative Convertible Perpetual Preferred Stock

 

In 2012, the Company issued 1,000,000 shares of its 7.00% Series A Cumulative Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”) in a private offering. The purchase price, equal to $96.85 per share, reflected an aggregate initial purchaser discount of $3.2 million. The Company received proceeds of $96.5 million from the sale of the Series A Preferred Stock net of the aggregate $3.5 million in initial purchaser discount and additional offering costs. The Company intends to use the net proceeds of the private offering to help fund the construction and deployment of Iridium NEXT and for other general corporate purposes.

 

Holders of Series A Preferred Stock are entitled to receive cumulative cash dividends at a rate of 7.00% per annum of the $100 liquidation preference per share (equivalent to an annual rate of $7.00 per share). Dividends are payable quarterly in arrears on each March 15, June 15, September 15 and December 15. The Series A Preferred Stock does not have a stated maturity date and is not subject to any sinking fund or mandatory redemption provisions. The Series A Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights and rights upon the Company’s liquidation, dissolution or winding-up. Holders of Series A Preferred Stock generally have no voting rights except for limited voting rights if the Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in other specified circumstances. Holders of Series A Preferred Stock may convert some or all of their outstanding Series A Preferred Stock initially at a conversion rate of 10.6022 shares of common stock per $100 liquidation preference, which is equivalent to an initial conversion price of approximately $9.43 per share of common stock (subject to adjustment in certain events). Except as otherwise provided, the Series A Preferred Stock are convertible only into shares of the Company’s common stock. In 2012, the Company paid $1.4 million in cash dividends to its holders of Series A Preferred Stock. As of December 31, 2012, holders of the Series A Preferred Stock have accrued $0.3 million in cash dividends and is included within accrued expenses and other current liabilities on the consolidated balance sheet. On February 26, 2013, the Company declared dividends of $1.8 million payable on March 15, 2013 to holders of the Series A Preferred Stock as of March 1, 2013.

 

On or after October 3, 2017, the Company may, at its option, convert some or all of the Series A Preferred Stock into that number of shares of common stock that are issuable at the then-applicable conversion rate, subject to specified conditions. On or prior to October 3, 2017, the holders of Series A Preferred Stock will have a special right to convert some or all of the Series A Preferred Stock into shares of common stock in the event of fundamental changes described in the Certificate of Designations for the Series A Preferred Stock, subject to specified conditions and limitations. In certain circumstances, the Company may also elect to settle conversions in cash as a result of these fundamental changes.

 

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4. Debt

 

Credit Facility

 

On October 4, 2010, the Company entered into a $1.8 billion loan facility (the “Credit Facility”) with a syndicate of bank lenders (the “Lenders”). Ninety-five percent of the Company’s obligations under the Credit Facility are insured by Compagnie Française d’Assurance pour le Commerce Extérieur (“COFACE”), the French export credit agency. The Credit Facility is comprised of two tranches, with draws and repayments applied pro rata in respect of each tranche:

 

·Tranche A – $1,537,500,000 at a fixed rate of 4.96%; and
·Tranche B – $262,500,000 at a floating rate equal to the London Interbank Offer Rate (“LIBOR”) plus 1.95%.

 

Interest is payable on a semi-annual basis in April and October of each year. Prior to the repayment period described below, a portion of interest will be paid via a deemed loan and added to the related tranche principal, and the remainder is payable in cash. The amount of interest paid via a deemed loan for each tranche is as follows:

 

·Tranche A – fixed rate of 3.56%; and
·Tranche B – LIBOR plus 0.55%.

 

For the years ended December 31, 2012 and 2011, the Company incurred total interest expense of $25.5 million and $11.9 million, respectively, of which $17.8 million and $8.3 million, respectively, is payable via a deemed loan and the remainder is payable in cash on the scheduled semi-annual payment dates.

 

In connection with each draw it makes under the Credit Facility, the Company also borrows an amount equal to 6.49% of such draw to cover the premium for the COFACE policy. The Company also pays a commitment fee of 0.80% per year, in semi-annual installments, on any undrawn portion of the Credit Facility. In addition, pursuant to separate fee letters entered into at the same time as the Credit Facility, the Company paid arrangement fees to the syndicate banks totaling $46.6 million on October 29, 2010.

 

Funds drawn under the Credit Facility will be used for (i) 85% of the costs under a fixed price full scale development contract with Thales Alenia Space France (“Thales”) for the design and manufacture of satellites for Iridium NEXT (the “FSD”), (ii) the premium for the COFACE policy, and (iii) the payment of a portion of interest during a part of the construction and launch phase of Iridium NEXT.

 

Scheduled semi-annual principal repayments will begin six months after the earlier of (i) the successful deployment of a specified number of Iridium NEXT satellites or (ii) September 30, 2017. During this repayment period, interest will be paid on the same date as the principal repayments. Interest expense incurred during the year ended December 31, 2012 was $25.5 million. All interest costs incurred related to the Credit Facility have been capitalized during the construction period of the assets; accordingly the Company capitalized $25.5 million related to interest incurred throughout the year. The Company pays interest on each semi-annual due date through a combination of a cash payment and a deemed additional loan. The $25.5 million in interest incurred during the year ended December 31, 2012 consisted of $7.7 million payable in cash, of which $6.1 million was paid during the year and $1.6 million was accrued at year end, and $17.8 million payable by deemed loans, of which $14.1 million was paid during the year and $3.7 million was accrued at year end. Total interest payable associated with the Credit Facility was $5.4 million and $2.9 million and is included in interest payable in the consolidated balance sheets as of December 31, 2012 and 2011, respectively.

 

The Credit Facility will mature seven years after the start of the repayment period. In addition, the Company is required to maintain minimum debt service reserve levels, which are estimated as follows:

 

At December 31,  Amount 
   (in millions) 
2013  $81 
2014   108 
2015   135 
2016   162 
2017   189 

 

These levels may be higher once the Company begins repayment under the Credit Facility. The minimum debt service reserve level at December 31, 2012 was $54.0 million, which is included in restricted cash on the consolidated balance sheet. Obligations under the Credit Facility are secured on a senior basis by a lien on substantially all of the Company’s assets.

 

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The Company may not prepay any borrowings prior to December 31, 2015. If, on that date, a specified number of Iridium NEXT satellites have been successfully launched and the Company has adequate time and resources to complete the Iridium NEXT constellation on schedule, the Company may prepay the borrowings without penalty. In addition, following the completion of the Iridium NEXT constellation, the Company may prepay the borrowings without penalty. Any amounts repaid may not be reborrowed. The Company must repay the loans in full upon (i) a delisting of the Common Stock, (ii) a change in control of the Company or the Company ceasing to own 100% of specified subsidiaries or (iii) the sale of all or substantially all of the Company’s assets. The Company must apply all or a portion of specified capital raising proceeds, insurance proceeds and condemnation proceeds to the prepayment of the loans. The Credit Facility includes customary representations, events of default, covenants and conditions precedent to drawing of funds. The financial covenants include:

 

·a minimum cash requirement;
·a minimum debt-to-equity ratio level;
·maximum capital expenditure levels;
·minimum consolidated operational earnings before interest, taxes, depreciation and amortization levels;
·minimum cash flow requirements from customers who have hosted payloads on the Company’s satellites;
·minimum debt service reserve levels;
·a minimum debt service coverage ratio level; and
·maximum leverage levels.

 

The covenants also place limitations on the ability of the Company and its subsidiaries to carry out mergers and acquisitions, dispose of assets, grant security interests, declare, make or pay dividends, enter into certain transactions with affiliates, fund payments under the FSD from its own resources, incur debt, or make loans, guarantees or indemnities.

 

In August 2012, the Company entered into a supplemental agreement (the “Supplemental Agreement”), with the lenders under the Credit Facility. The Supplemental Agreement amended and restated the Credit Facility. The Supplemental Agreement authorizes the Company to fund and operate Aireon LLC (“Aireon”) for the purpose of establishing a space-based automatic dependent surveillance-broadcast (“ADS-B”) business for global aviation monitoring. Specifically, the Supplemental Agreement excludes Aireon from the group of companies (the Company and its material subsidiaries) that are obligors under the Credit Facility and from the Company’s consolidated financial results for purposes of calculating compliance with the financial covenants. The Supplemental Agreement allows the Company to make a $12.5 million investment in Aireon of which $7.5 million has been contributed as of December 31, 2012; the Company expects to fund the remaining $5.0 million in 2013. Additionally, the Supplemental Agreement allows the Company to make the injection of up to $10 million worth of airtime credits into Aireon, if needed, as provided for in the agreement between Aireon and Harris Corporation for the manufacture of the Aireon payload, and an additional investment of up to $15 million raised from issuances of the Company’s common equity. The Supplemental Agreement requires the Company to use any net distributions received from Aireon to repay the debt under the Credit Facility and to issue the lenders a security interest in the Company’s ownership interest in Aireon.

 

The Supplemental Agreement also includes revised financial covenant levels to reflect changes in timing of expected receipts of cash flows from secondary payloads and other changing business conditions and revised launch and backup launch requirements consistent with the amendment to the launch services agreement. The amendment to the Credit Facility does not modify the principal amount, interest rates, repayment dates, or maturity of the Credit Facility. The Supplemental Agreement required the Company to raise $100 million through a combination of the issuance of convertible preferred or common equity and warrant exercises by April 30, 2013. The Company satisfied this requirement primarily through the sale of its Series A Preferred Stock. The Company also received $9.1 million from the exercise of warrants during 2012.

 

As of December 31, 2012, the Company had borrowed $751.8 million under the Credit Facility. The unused portion of the Credit Facility as of December 31, 2012 was approximately $1.0 billion. The Company recognized the semi-annual commitment fee on the undrawn portion of the Credit Facility of $10.2 million and $12.5 million for the years ended December 31, 2012 and 2011, respectively.

 

5. Motorola Settlement

 

On October 1, 2010, the Company entered into a Settlement Agreement (the “Settlement Agreement”) with Motorola, pursuant to which the parties settled the litigation filed by Motorola against Iridium Satellite and Iridium Holdings in the Circuit Court of Cook County, Illinois, County Department—Chancery Division (captioned Motorola, Inc. vs. Iridium Satellite LLC and Iridium Holdings LLC, Docket No. 10 CH 05684). On the same date, the parties entered into a series of other agreements. Pursuant to the Settlement Agreement, which contains no admission of liability by any party, and certain other agreements entered into on the same date, the Company agreed to pay Motorola an aggregate of $46.0 million, in consideration of payment of debt of $15.4 million otherwise due in 2010, expanded intellectual property licenses, the conversion of existing intellectual property licenses from being royalty-based to prepaid, transfer to the Company of ownership of certain intellectual property rights, termination of Motorola’s rights to distributions and payments based on the value of the Company upon certain “triggering events” and mutual releases of claims. Of the total $46.0 million, the Company paid $23.0 million contemporaneously with the execution of the Settlement Agreement and the remaining $23.0 million was reflected in the Promissory Note the Company issued to Motorola, which bore interest at the rate of 10%. In December 2010, the Company paid $0.8 million to Motorola which was applied against the Promissory Note principal. In May 2011, the Company paid $23.6 million to Motorola Solutions, successor to Motorola, as a payment in full for the outstanding balance of the Promissory Note, including accrued interest. Interest costs of $0.8 million and $0.6 million for the years ended December 31, 2011 and 2010, respectively, was capitalized as part of the Company’s assets under construction and included within property and equipment, net in the consolidated balance sheets.

 

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In conjunction with the execution of the Settlement Agreement, Iridium Satellite and Motorola terminated the Senior Subordinated Term Loan Agreement and also amended and restated the existing transition services, products and asset agreement to eliminate provisions which by completion or passage of time were deemed unnecessary. The Company’s insurance requirements and Motorola Solutions’ de-orbit rights under the transition services, products and asset agreement, or the TSA, remain materially unchanged.

 

In addition, the Company and Motorola entered into a System Intellectual Property Rights Amendment and Agreement and a Supplemental Subscriber Equipment Technology Amendment and Agreement. Pursuant to those two agreements, the Company broadened its existing licenses to certain Motorola intellectual property for use with its current satellite constellation and subscriber equipment, and the Company received licenses to such intellectual property for use with Iridium NEXT and future subscriber equipment.

 

6. Boeing Operations and Maintenance Agreements

 

On July 21, 2010, the Company and Boeing entered into the O&M Agreement, pursuant to which Boeing agreed to provide transition services and continuing steady-state operations and maintenance services with respect to the satellite network operations center, telemetry, tracking and control stations and the on-orbit satellites (including engineering, systems analysis, and operations and maintenance services). Pursuant to the O&M Agreement, each of Boeing, Motorola Solutions and the U.S. government has the unilateral right to commence the de-orbit of the constellation upon the occurrence of certain enumerated events.

 

The O&M Agreement incorporates a de-orbit plan, which, if exercised, would cost approximately $17.2 million plus an amount equivalent to the premium of the de-orbit insurance coverage to be paid to Boeing in the event of a mass de-orbit of the satellite constellation. Under the prior operations and maintenance agreement, the Company was required to cause to be issued to Boeing a $15.4 million letter of credit as collateral for such costs. Under the O&M Agreement, the Company is no longer required to maintain a letter of credit and the prior letter of credit was allowed to expire in July 2010. In addition, on July 21, 2010, the Company and Boeing entered into an agreement pursuant to which Boeing will operate and maintain Iridium NEXT (the “NEXT Support Services Agreement”). Boeing will provide these services on a time-and-materials fee basis. The term of the NEXT Support Services Agreement runs concurrently with the estimated useful life of the Iridium NEXT constellation. The Company is entitled to terminate the agreement for convenience and without cause commencing in 2019.

 

The Company incurred expenses of $31.9 million, $34.3 million and $41.4 million relating to satellite operations and maintenance costs for the years ended December 31, 2012, 2011 and 2010, respectively, included in cost of services (exclusive of depreciation and amortization) in the consolidated statements of operations and comprehensive income.

 

7. Property and Equipment

 

Property and equipment consisted of the following at December 31:

 

   2012   2011 
   (In thousands) 
Satellite system  $337,677   $342,086 
Ground system   16,751    15,652 
Equipment   22,272    19,793 
Internally developed software and purchased software   56,750    29,955 
Building and leasehold improvements   28,070    27,832 
    461,520    435,318 
Less: accumulated depreciation   (240,186)   (176,995)
    221,334    258,323 
Land   8,037    8,268 
Construction in process:          
Iridium NEXT systems under construction   972,908    569,439 
Other construction in process   8,414    7,062 
Total property and equipment, net of accumulated depreciation  $1,210,693   $843,092 

 

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Other construction in process consisted of the following at December 31:

 

   2012   2011 
   (In thousands) 
Internally developed software  $7,390   $5,429 
Equipment   843    1,633 
Ground system   181    - 
Total other construction in process  $8,414   $7,062 

  

Depreciation expense for the years ended December 31, 2012, 2011 and 2010 was $68.1 million, $84.6 million and $78.3 million, respectively.

 

8. Intangible Assets

 

The Company has identifiable intangible assets as follows:

 

   December 31, 2012 
   Useful  Gross   Accumulated   Net 
   Lives  Carrying Value   Amortization   Carrying Value 
   (In thousands) 
Indefinite life intangible assets:              
Trade names  Indefinite  $21,195   $-   $21,195 
Spectrum and licenses  Indefinite   14,030    -    14,030 
Total      35,225    -    35,225 
Definite life intangible assets:                  
Customer relationships - government  5 years   20,355    (13,230)   7,125 
Customer relationships - commercial  5 years   33,052    (21,484)   11,568 
Core developed technology  5 years   4,842    (3,147)   1,695 
Intellectual property  16.5 years (1)   16,439    (2,258)   14,181 
Software  5 years   2,025    (1,317)   708 
Total      76,713    (41,436)   35,277 
Total intangible assets     $111,938   $(41,436)  $70,502 

 

   December 31, 2011 
   Useful  Gross   Accumulated   Net 
   Lives  Carrying Value   Amortization   Carrying Value 
   (In thousands) 
Indefinite life intangible assets:                 
Trade names  Indefinite  $21,195   $-   $21,195 
Spectrum and licenses  Indefinite   14,030    -    14,030 
Total      35,225    -    35,225 
Definite life intangible assets:                  
Customer relationships - government  5 years   20,355    (9,160)   11,195 
Customer relationships - commercial  5 years   33,052    (14,873)   18,179 
Core developed technology  5 years   4,842    (2,179)   2,663 
Intellectual property  16.5 years (1)   16,439    (1,263)   15,176 
Software  5 years   2,025    (911)   1,114 
Total      76,713    (28,386)   48,327 
Total intangible assets     $111,938   $(28,386)  $83,552 

  

(1)Intellectual property is allocated over the estimated useful life of the existing satellite systems and Iridium NEXT, which averages to 16.5 years.

 

The weighted average amortization period of intangible assets is 7.5 years. Amortization expense for the years ended December 31, 2012, 2011 and 2010, was $13.0 million, $13.0 million and $12.3 million, respectively.

 

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Future amortization expense with respect to intangible assets existing at December 31, 2012, by year and in the aggregate, is as follows:

 

Year ending December 31,  Amount 
   (In thousands) 
2013  $13,049 
2014   10,036 
2015   995 
2016   995 
2017   995 
Thereafter   9,207 
Total estimated future amortization expense  $35,277 

 

9. Commitments and Contingencies

 

Thales

 

In June 2010, the Company executed the FSD with Thales for the design and manufacture of satellites for Iridium NEXT. The total price under the FSD is approximately $2.2 billion, and the Company expects payment obligations under the FSD to extend into the third quarter of 2017. As of December 31, 2012, the Company had made total payments of $682.9 million to Thales, which were capitalized as construction in process within property and equipment, net in the accompanying consolidated balance sheet. The Company’s obligations to Thales that are currently scheduled for the years ending December 31, 2013, 2014, 2015, 2016 and 2017, are in the amounts of $454.5 million, $362.8 million, $275.2 million, $186.1 million and $144.3 million, respectively.

 

SpaceX

 

In March 2010, the Company entered into an agreement with Space Exploration Technologies Corp. (“SpaceX”) to secure SpaceX as the primary launch services provider for Iridium NEXT (the “SpaceX Agreement”). As of December 31, 2012, the Company had made aggregate payments of $65.1 million to SpaceX, which were capitalized as construction in progress within property and equipment, net in the accompanying consolidated balance sheet.

 

In August 2012, the Company entered into an amendment to the SpaceX Agreement (the “SpaceX Amendment”). The SpaceX Amendment reduced the number of contracted launches and increased the number of satellites to be carried on each launch vehicle. The SpaceX Amendment also reduced the maximum price under the SpaceX Agreement from $492.0 million to $453.1 million. The Company's obligations to SpaceX under the SpaceX Amendment for the years ending December 31, 2013, 2014, 2015, 2016 and 2017 are $4.6 million, $83.5 million, $169.1 million, $109.0 million and $21.8 million, respectively.

 

Kosmotras

 

In June 2011, the Company entered into an agreement with International Space Company Kosmotras (“Kosmotras”) as a supplemental launch services provider for Iridium NEXT. The agreement provides for the purchase of up to six launches and six additional launch options. Each launch can carry two satellites. If the Company purchases all six launches, the Company will pay Kosmotras a total of approximately $184.3 million. The Company expects to exercise an option to purchase one launch under the agreement to launch the first two Iridium NEXT satellites. If the Company does not purchase any additional launches by March 31, 2013, the remaining options will expire. As of December 31, 2012, the Company had made aggregate payments of $11.2 million to Kosmotras, which were capitalized as construction in progress within property and equipment, net in the accompanying consolidated balance sheet. Based on the terms of the Kosmotras agreement, if the Company does not purchase any launches by March 31, 2013, the Kosmotras agreement will terminate and any amounts paid by the Company to Kosmotras in excess of $15.1 million will be refunded.

 

Supplier Purchase Commitments

 

The Company has a manufacturing agreement with two suppliers to manufacture subscriber equipment, one of which which contains minimum monthly purchase requirements. The Company’s purchases have exceeded the monthly minimum requirement since inception. Pursuant to the agreement, the Company may be required to purchase certain materials if the materials are not used in production within the periods specified in the agreement. The supplier will then repurchase such materials from the Company at the same price paid by the Company, as required for the production of the devices. As of December 31, 2012 and 2011, the Company had $1.4 million and $0.8 million, respectively, of such materials and the amounts were included in inventory on the accompanying consolidated balance sheets.

 

Unconditional purchase obligations are $199.0 million, which include the Company’s commitments with Boeing on the existing satellite system, an agreement with a supplier for the manufacturing of the Company’s devices and various commitments with other vendors. Unconditional purchase obligations are scheduled for the years ending December 31, 2013, 2014, 2015, 2016 and 2017 in the amounts of $68.0 million, $38.2 million, $36.8 million, $37.0 million and $19.0 million, respectively.

 

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In-Orbit Insurance

 

Due to various contractual requirements, the Company is required to maintain a third-party in-orbit insurance policy with a de-orbiting endorsement to cover potential claims relating to operating or de-orbiting the satellite constellation. The policy covers the Company, Boeing as operator, Motorola Solutions (the original system architect and prior owner), contractors and subcontractors of the insured, the U.S. government and certain other sovereign nations.

 

The current policy has a renewable one-year term, which is scheduled to expire on December 8, 2013. The policy coverage is separated into Sections A, B, and C.

 

Section A coverage is currently in effect and covers product liability over Motorola’s position as manufacturer of the satellites. Liability limits for claims under Section A are $1.0 billion per occurrence and in the aggregate. There is no deductible for claims.

 

Section B coverage is currently in effect and covers risks in connection with in-orbit satellites. Liability limits for claims under Section B are $500 million per occurrence and in the aggregate for space vehicle liability and $500 million and $1.0 billion per occurrence and in the aggregate, respectively, with respect to de-orbiting. The balance of the unamortized premium payment for Sections A and B coverage as of December 31, 2012 is included in prepaid expenses and other current assets in the accompanying consolidated balance sheet. The deductible for claims under Section B is $250,000 per occurrence.

 

Section C coverage is effective once requested by the Company (the “Attachment Date”) and covers risks in connection with a decommissioning of the satellite system. Liability limits for claims under Section C are $500 million and $1.0 billion per occurrence and in the aggregate, respectively. The term of the coverage under Section C is 12 months from the Attachment Date. The premium for Section C coverage is $2.5 million and is payable on or before the Attachment Date. As of December 31, 2012, the Company had not requested Section C coverage since no decommissioning activities are currently anticipated. The deductible for claims under Section C is $250,000 per occurrence.

 

Operating Leases

 

The Company leases land, office space, and office and computer equipment under noncancelable operating lease agreements. Most of the leases contain renewal options of 1 to 10 years. The Company’s obligations under the current terms of these leases extend through 2020.

 

Additionally, several of the Company’s leases contain clauses for rent escalation including, but not limited to, a pro-rata share of increased operating and real estate tax expenses. Rent expense is recognized on a straight-line basis over the lease term. The Company leases facilities located in Chandler, Arizona; Tempe, Arizona; Bethesda, Maryland; McLean, Virginia; Canada and Norway. Future minimum lease payments, by year and in the aggregate, under noncancelable operating leases at December 31, 2012, are as follows:

 

   Operating 
Year ending December 31,  Leases 
   (In thousands) 
2013  $2,948 
2014   2,282 
2015   2,072 
2016   1,466 
2017   1,330 
Thereafter   3,354 
Total  $13,452 

 

Rent expense for the years ended December 31, 2012, 2011, and 2010 was $3.2 million, $3.0 million and $4.0 million, respectively.

 

Contingencies

 

From time to time, in the normal course of business, the Company is party to various pending claims and lawsuits. The Company is not aware of any such actions that it would expect to have a material adverse impact on its business, financial results or financial condition.

 

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10. Stock-Based Compensation

 

During 2009, the Company’s stockholders approved a stock incentive plan (the “2009 Stock Incentive Plan”) to provide stock-based awards, including nonqualified stock options, incentive stock options, restricted stock and other equity securities, as incentives and rewards for employees, consultants and non-employee directors. As of December 31, 2011, 8.0 million shares of common stock were authorized for issuance as awards under the 2009 Stock Incentive Plan. In May 2012, the Company’s stockholders approved a new stock incentive plan (the “2012 Stock Incentive Plan”). The 2012 Stock Incentive Plan is the successor to and continuation of the 2009 Stock Incentive Plan. Following the adoption of the 2012 Stock Incentive Plan, no additional stock awards may be granted under the 2009 Stock Incentive Plan. The aggregate number of shares of common stock initially authorized for issuance under the 2012 Stock Incentive Plan is 13,416,019 shares, which represents the sum of (A) 5,423,206 newly authorized shares, plus (B) the number of shares available for issuance under the 2009 Stock Incentive Plan prior to adoption of the 2012 Stock Incentive Plan, in an amount not to exceed 1,576,794 shares, plus (C) up to 6,416,019 shares subject to grants made for issuance under the 2009 Stock Incentive Plan that may become available for issuance under the 2012 Stock Incentive Plan from time to time as a result of expiration or termination of outstanding awards under the 2009 Stock Incentive Plan prior to exercise or vesting.

 

Stock Option Awards

 

The stock option awards granted to employees generally (i) have a term of ten years, (ii) vest over a four-year period with 25% vesting after the first year of service and ratably on a quarterly basis thereafter, (iii) are contingent upon employment on the vesting date, and (iv) have an exercise price equal to the fair value of the underlying shares at the date of grant. The stock option awards granted to non-employee directors generally (i) represent a portion of their annual compensation, (ii) have a term of ten years, (iii) vest over the calendar year with 25% vesting on the last day of each calendar quarter, (iv) are contingent upon continued service on the vesting date, and (v) have an exercise price equal to the fair value of the underlying shares at the date of grant. The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model. Expected volatility for options granted in 2012 and 2011 was based on the actual historical volatility of the Company’s stock price. The expected term of the award was calculated using the simplified method as the Company currently does not have sufficient experience of its own option exercise patterns. To the extent the Company’s actual forfeiture rate is different from its estimate of forfeitures, the stock-based compensation may differ in future periods. The Company does not anticipate paying dividends during the expected term of the grants; therefore, the dividend rate was assumed to be zero. The risk-free interest rate assumed is based upon U.S. Treasury Bond interest rates with similar terms at similar dates.

 

The stock options granted to consultants are generally subject to service vesting and vest quarterly over a two-year service period. The fair value of the consultant options is the then-current fair value attributable to the vesting portions of the awards, calculated using the Black-Scholes option pricing model.

 

Assumptions used in determining the fair value of the Company’s options were as follows:

 

   Year Ended December 31, 
   2012   2011   2010 
Expected volatility   42% - 45%    40% - 45%    69% - 82% 
Expected term (years)   5.50 - 6.25    5.50 - 6.25    5.50 - 6.25 
Expected dividends   0%   0%   0%
Risk free interest rate   0.78% - 1.17%    1.16% - 2.65%    1.78% - 2.90% 

 

During 2012, the Company granted approximately 0.9 million, 0.1 million and 0.1 million stock options to its employees, non-employee directors and consultants, respectively. The estimated aggregate grant-date fair values of the stock options granted to employees, non-employee directors and consultants during 2012 was $3.0 million, $0.3 million and $0.3 million, respectively.

 

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A summary of the activity of the Company’s stock options as of December 31, 2012 is as follows:

 

           Weighted-     
       Weighted-   Average     
       Average   Remaining   Aggregate 
       Exercise Price   Contractual   Intrinsic 
   Shares   Per Share   Term (Years)   Value 
   (In thousands, except years and per share data)
Options outstanding at January 1, 2012   4,643   $8.45           
Granted   1,080   $7.65           
Cancelled or expired   (64)  $8.70           
Exercised   (5)  $8.31           
Forfeited   (223)  $8.29           
Options outstanding at December 31, 2012   5,431   $8.30    7.69   $37 
Options vested and exercisable at December 31, 2012   2,813   $8.48    7.08   $9 
Options exercisable and expected to vest at December 31, 2012   5,372   $8.30    7.68   $37 

 

The Company recognized $6.0 million, $5.6 million and $4.4 million of stock-based compensation expense related to these options in the years ended December 31, 2012, 2011 and 2010, respectively.

 

The weighted-average grant-date fair value of options granted during the years ended December 31, 2012, 2011 and 2010 were $3.31, $3.69, and $6.13 per share, respectively.

 

As of December 31, 2012, the total unrecognized cost related to non-vested options was approximately $9.0 million. This cost is expected to be recognized over a weighted average period of 2.3 years. The total fair value of the shares vested during the years ended December 31, 2012, 2011 and 2010 was approximately $6.7 million, $4.6 million and $3.8 million, respectively.

 

Restricted Stock Unit Awards

 

In 2012, the Company granted approximately 0.6 million service-based restricted stock units (“RSUs”) and 0.2 million performance-based RSUs to its employees. Employee service-based RSUs generally vest over a four-year service period, with 25% vesting on the first anniversary of the grant date and the remainder vesting ratably on a quarterly basis thereafter. Employee performance-based RSUs were awarded to the Company’s executives. Vesting of the performance-based RSUs is dependent upon the Company’s achievement of certain performance goals over a two-year measurement period. The number of performance-based RSUs that will ultimately vest may range from 0% to 150% of the original grant based on the level of achievement of the performance goals. Provided that the Company achieves the performance goals, 50% of the RSUs will vest after two years and the remaining 50% after the third 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. The estimated aggregate grant-date fair values of the service-based RSUs and performance-based RSUs granted to employees during 2012 were $4.3 million and $1.8 million, respectively.

 

The Company granted approximately 0.1 million service-based RSUs to its non-employee directors during 2012. The grant-date fair value of the RSUs is based on the closing stock price of the Company’s Common Stock on the date of grant. The RSUs vest over the calendar year with 25% vesting on the last day of each calendar quarter. The estimated aggregate grant-date fair value of the RSUs granted to non-employee directors during 2012 was $0.8 million.

 

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A summary of the Company’s activity for the year ended December 31, 2012 for outstanding RSUs is as follows:

 

       Weighted- 
       Average 
       Grant Date 
       Fair Value 
   RSUs   Per RSU 
   (In thousands) 
Outstanding at January 1, 2012   196   $8.02 
Granted   910   $7.52 
Forfeited   (70)  $7.53 
Released   (29)  $7.86 
Outstanding at December 31, 2012   1,007   $7.60 
Vested at December 31, 2012   267      

 

A summary of the Company’s activity for the year ended December 31, 2012 for unvested RSUs is as follows:

 

       Weighted- 
       Average 
       Grant Date 
       Fair Value 
   RSUs   Per RSU 
  (In thousands) 
Non-vested at January 1, 2012   -   $- 
Granted   910   $7.52 
Vested   (100)  $7.19 
Forfeited   (70)  $7.53 
Non-vested at December 31, 2012   740   $7.56 

 

The Company recognized $2.1 million and $0.7 million of stock-based compensation expense related to these RSUs in the years ended December 31, 2012 and 2011, respectively.

 

11. Segments, Significant Customers, Supplier and Service Providers and Geographic Information

 

The Company operates in one business segment, providing global satellite communications services and products.

 

The Company derived approximately 20%, 23% and 23% of its total revenue in the years ended December 31, 2012, 2011 and 2010, respectively, and approximately 25% and 27% of its accounts receivable balance at December 31, 2012 and 2011, respectively, from prime contracts or subcontracts with agencies of the U.S. government. The two largest commercial customers accounted for approximately 20%, 21%, and 19% of the Company’s total revenue for the years ended December 31, 2012, 2011 and 2010, respectively. Another single large commercial customer represented approximately 13% and 11% of the Company’s accounts receivable balance at December 31, 2012 and 2011, respectively.

 

The Company contracts for the manufacture of its subscriber equipment primarily from two manufacturers and utilizes other sole source suppliers for certain component parts of its devices. Should events or circumstances prevent the manufacturers or the suppliers from producing the equipment or component parts, the Company’s business could be adversely affected until the Company is able to move production to other facilities of the manufacturer or secure a replacement manufacturer or an alternative supplier for such component parts.

 

A significant portion of the Company’s satellite operations and maintenance service is provided by Boeing. Should events or circumstances prevent Boeing from providing these services, the Company’s business could be adversely affected until the Company is able to assume operations and maintenance responsibilities or secure a replacement service provider.

 

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Net property and equipment by geographic area was as follows as of December 31:

 

   2012   2011 
   (In thousands) 
United States  $94,017   $79,263 
Satellites in orbit   137,720    188,263 
Iridium NEXT systems under construction   972,907    569,439 
All others (1)   6,049    6,127 
Total  $1,210,693   $843,092 

 

(1)No one other country represented more than 10% of property and equipment, net.

 

Revenue by geographic area was as follows for the years ended December 31:

 

   2012   2011 
   (In thousands) 
United States  $178,145   $176,043 
Canada   53,279    52,419 
United Kingdom   42,706    48,886 
Other countries (1)   109,390    106,959 
Total  $383,520   $384,307 

 

(1)No one other country represented more than 10% of revenue.

 

Revenue is attributed to geographic area based on the billing address of the distributor. Service location and the billing address are often not the same. The Company’s distributors sell services directly or indirectly to end users, who may be located or use the Company’s products and services elsewhere. The Company cannot provide the geographical distribution of end users because it does not contract directly with them. The Company does not have significant foreign exchange risk on sales, as invoices are generally denominated in United States Dollars.

 

12. Employee Benefit Plan

 

The Company sponsors a defined-contribution 401(k) retirement plan (the “Plan”) that covers all employees. Employees are eligible to participate in the Plan on the first day of the month following the date of hire, and participants are 100% vested from the date of eligibility. The Company matches employees’ contributions equal to 100% of the salary deferral contributions up to 5% of the employees’ compensation. Company-matching contributions to the Plan were $1.2 million, $1.1 million and $1.0 million for the years ended December 31, 2012, 2011 and 2010, respectively. The Company pays all administrative fees related to the Plan.

 

13. Income Taxes

 

U.S. and foreign components of income before income taxes are presented below:

 

   Year Ended December 31, 
   2012   2011   2010 
       (In thousands)     
U.S. income  $94,719   $65,272   $34,450 
Foreign income   299    309    162 
Total income before income taxes  $95,018   $65,581   $34,612 

 

 

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The components of the Company’s income tax provision are as follows:

 

   Year Ended December 31, 
   2012   2011   2010 
       (In thousands)     
Current taxes:               
Federal provision (benefit)  $(47)  $82   $716 
State provision   96    816    89 
Foreign provision   849    567    425 
Total current tax provision   898    1,465    1,230 
Deferred taxes:               
Federal provision   30,014    21,089    11,339 
State provision (benefit)   (610)   1,995    1,888 
Foreign provision (benefit)   85    (3)   214 
Total deferred tax provision   29,489    23,081    13,441 
Total income tax provision  $30,387   $24,546   $14,671 

 

In 2011 and 2012, Arizona enacted tax law changes resulting in a benefit to the Company’s net deferred tax expense. Due to the size and nature of the Company’s operations in Arizona, such changes have a significant impact on the tax provision in a given period. As a result of these law changes, the Company’s deferred tax expense was reduced by approximately $9.5 million and $3.1 million for the years ended December 31, 2012 and 2011, respectively.

 

A reconciliation of the U.S. federal statutory income tax expense to the Company’s effective income tax provision is as follows:

 

   Year Ended December 31, 
   2012   2011   2010 
       (In thousands)     
U.S. federal statutory tax rate  $33,256   $22,955   $12,114 
State taxes, net of federal benefit   3,837    2,561    1,351 
State tax valuation allowance   1,943    -    - 
Arizona tax law change   (9,524)   (3,126)   - 
Other nondeductible expenses   414    854    582 
Liability for uncertain tax positions   (45)   704    121 
Provision to return and other adjustments   223    784    178 
Other items   283    (186)   325 
Total income tax provision  $30,387   $24,546   $14,671 

 

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The components of deferred tax assets and liabilities at December 31, 2012 and 2011 are as follows:

 

   As of December 31, 
   2012   2011 
   (In thousands) 
Deferred tax assets          
Long-term contracts  $22,894   $6,489 
Deferred revenue   6,212    5,144 
Federal, state and foreign net operating loss carryforwards and tax credits   122,948    94,225 
Other   19,551    17,616 
Total deferred tax assets   171,605    123,474 
Valuation allowance   (2,200)   (441)
Net deferred tax assets  $169,405   $123,033 
           
Deferred tax liabilities          
Fixed assets and intangibles  $(58,930)  $(82,788)
Research and development expenditures   (254,312)   (154,419)
Other   (2,824)   (2,937)
Total deferred tax liabilities  $(316,066)  $(240,144)
           
Net deferred income tax liabilities  $(146,661)  $(117,111)

  

The Company recognizes valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. In assessing the likelihood of realization, management considers: (i) future reversals of existing taxable temporary differences; (ii) future taxable income exclusive of reversing temporary differences and carryforwards; (iii) taxable income in prior carryback year(s) if carryback is permitted under applicable tax law; and (iv) tax planning strategies.

 

As of December 31, 2012, the Company had deferred tax assets related to cumulative U.S., state and foreign net operating loss carryforwards of approximately $310.1 million, $252.3 million and $0.7 million, respectively. These net operating loss carryforwards, if unutilized, will expire in various amounts from 2015 through 2032. The Company believes that the U.S. federal net operating losses will be utilized before the expiration dates and as such no valuation allowance has been established for these deferred tax assets. The Company does not expect to fully utilize all of its state net operating losses within the respective carryforward periods. As such, the Company has established a valuation allowance of $1.9 million. The Company also does not expect to fully utilize its foreign net operating losses within the respective carryforward periods. As such, the Company has established a full valuation allowance of $0.2 million. The timing and manner in which the Company will utilize the net operating loss carryforwards in any year, or in total, may be limited in the future as a result of alternative minimum taxes, changes in the Company’s ownership and any limitations imposed by the jurisdictions in which the Company operates.

 

As of December 31, 2012, the Company had approximately $1.8 million of deferred tax assets related to research and development tax credits that expire in various amounts from 2028 through 2031, $1.2 million of foreign tax credits which expire in various amounts from 2020 through 2022, and $1.3 million of deferred tax assets related to Alternative Minimum Tax credits which do not expire. The Company believes that the research and development credits will be fully utilized within the carryforward period. However, the Company does not expect to utilize all of its foreign tax credits within the respective carryforward periods. As such, the Company has established a valuation allowance of $0.1 million.

 

The Company has provided for U.S. income taxes on all undistributed earnings of its significant foreign subsidiaries since the Company does not indefinitely reinvest these undistributed earnings. The Company measures deferred tax assets and liabilities using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes the effect on deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date.

 

Uncertain Income Tax Positions

 

The Company is subject to income taxes in the U.S. and various state and foreign jurisdictions. Significant judgment is required in evaluating tax positions and determining the provision for income taxes. The Company establishes liabilities for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes may be due. These liabilities are established when the Company believes that certain positions might be challenged despite its belief that its tax return positions are fully supportable. The Company adjusts these liabilities in light of changing facts and circumstances, such as the outcome of a tax audit. The provision for income taxes includes the impact of changes to these liabilities.

 

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The amount of uncertain tax positions if recognized at December 31, 2012 was $1.4 million, as compared to $1.5 million at December 31, 2011. It is reasonably possible that $0.5 million of the unrecognized tax benefit reflected at December 31, 2012 may reverse in the next 12 months as the Company reassesses its filing positions in various foreign jurisdictions. Any changes are not anticipated to have significant impact on the results of operations, financial position or cash flows of the Company. All of the Company’s uncertain tax positions, if recognized, would affect its income tax expense.

 

The Company has elected an accounting policy to classify interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2012 and 2011, potential interest and penalties on unrecognized tax benefits were not significant.

 

The Company is subject to tax audits in all jurisdictions for which it files tax returns. Tax audits by their very nature are often complex and can require several years to complete. Iridium Holdings, LLC is currently under audit by the Internal Revenue Service. The Company does not expect any significant audit adjustments. Currently, there are no other U.S. federal, state or foreign jurisdiction audits. The Company’s corporate U.S. federal and state tax returns from 2008 to 2011 remain subject to examination by tax authorities and the Company’s foreign tax returns from 2006 to 2011 remain subject to examination by tax authorities.

 

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits which includes related interest and penalties:

 

   2012   2011 
   (In thousands) 
Balance at January 1,  $1,450   $746 
Change attributable to tax positions taken in a prior period   38    234 
Change attributable to tax positions taken in the current period   7    485 
Decrease attributable to lapse of statute of limitations   (90)   (15)
Balance at December 31,  $1,405   $1,450 

 

14. Net Income Per Share

 

The computations of basic and diluted net income per share are set forth below:

 

   Year Ended December 31, 
   2012   2011   2010 
   (In thousands, except per share data) 
Numerator:               
Net income attributable to common stockholders  $62,939   $41,035   $19,941 
Net income allocated to participating securities   (54)   (29)   (20)
Numerator for basic net income per share   62,885    41,006    19,921 
Dividends on Series A Preferred Stock   1,692    -    - 
Numerator for diluted net income per share  $64,577   $41,006   $19,921 
                
Denominator:               
Denominator for basic net income per share - Weighted               
average outstanding common shares   74,239    72,164    70,289 
Dilutive effect of warrants   1,272    1,395    2,667 
Dilutive effect of stock options   6    -    - 
Dilutive effect of Series A Preferred Stock   2,665    -    - 
Denominator for diluted net income per share   78,182    73,559    72,956 
                
Net income per share - basic  $0.85   $0.57   $0.28 
Net income per share - diluted  $0.83   $0.56   $0.27 

 

At December 31, 2012, warrants to purchase 0.3 million shares of common stock, options to purchase 4.3 million shares of common stock and 0.5 million unvested RSUs were not included in the computation of diluted net income per share as the effect would be anti-dilutive. After December 31, 2012, the Company granted approximately 0.3 million stock options and 0.1 million RSUs to employees and non-employee directors. These grants could have dilutive effects on net income per share in future periods.

 

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At December 31, 2011, warrants to purchase 5.8 million shares of common stock and options to purchase 4.6 million shares of common stock were not included in the computation of diluted net income per share as the effect would be anti-dilutive.

 

At December 31, 2010, warrants to purchase 14.4 million shares of common stock and options to purchase 3.0 million shares of common stock were not included in the computation of diluted net income per share as the effect would be anti-dilutive.

 

15. Selected Quarterly Information (Unaudited)

 

The following represents the Company’s unaudited quarterly results for the years ended December 31, 2012 and 2011:

 

   Quarter Ended 
   March 31,   June 30,   September 30,   December 31, 
   2012   2012   2012   2012 
   (In thousands, except per share data) 
Revenue  $93,474   $97,321   $100,441   $92,284 
Operating income  $14,088   $28,274   $31,688   $31,024 
Net income  $12,418   $17,663   $17,839   $16,711 
Net income per common share - basic  $0.17   $0.24   $0.24   $0.20 
Net income per common share -diluted  $0.16   $0.23   $0.23   $0.19 

 

   Quarter Ended 
   March 31,   June 30,   September 30,   December 31, 
   2011   2011   2011   2011 
   (In thousands, except per share data) 
Revenue  $91,303   $95,903   $102,124   $94,977 
Operating income  $16,301   $20,743   $24,198   $15,759 
Net income  $8,928   $11,677   $12,013   $8,417 
Net income per common share - basic  $0.13   $0.16   $0.16   $0.11 
Net income per common share -diluted  $0.12   $0.16   $0.16   $0.11 

 

The sum of the per share amounts does not equal the annual amounts due to changes in the weighted average number of common shares outstanding during the year.

  

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Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A.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. 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 SEC’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.

 

Management’s Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Such internal control includes those policies and procedures that:

 

•Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company;

 

•Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of our company; and

 

•Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

A material weakness in internal control over financial reporting is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis by its internal controls. During the preparation of our financial statements for the quarter ended September 30, 2012, our management identified errors related to deferred income taxes of a non-operating foreign subsidiary, which were not reflected properly in our income tax provision, and undrawn credit facility fee expense. As a result of these errors, we restated our 2011, 2010 and 2009 consolidated financial statements as described in our Form 10-K/A filed with the SEC on November 20, 2012. In addition, we identified a deficiency in internal control over financial reporting in the area of accounting for income taxes, and further concluded that this deficiency constituted a material weakness at December 31, 2011. As a result, management concluded that our internal control over financial reporting was not effective as of December 31, 2011. This material weakness was remediated as of December 31, 2012.

 

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2012. In making this assessment, our management used the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, our management has determined that, as of December 31, 2012, our internal control over financial reporting is effective based on those criteria.

 

The independent registered public accounting firm, Ernst & Young LLP, has audited our 2012 financial statements. Ernst & Young LLP was given unrestricted access to all financial records and related data, including minutes of all meetings of stockholders, the Board of Directors and committees of the Board. Ernst & Young LLP has issued an unqualified report on our 2012 financial statements as a result of the audit and also has issued an unqualified report on our internal controls over financial reporting which is attached hereto.

 

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Changes in Internal Control Over Financial Reporting

 

During the quarter ended December 31, 2012, as a result of the identification of the errors that led to the restatement of the financial statements and the related reassessment of internal control over financial reporting in the fourth quarter of 2012, management implemented remediation steps to address the material weakness and to improve our internal control over financial reporting. Specifically, we re-evaluated our historical tax positions, performed additional analysis on our deferred income tax balances, and expanded and improved our review processes for the preparation of the income tax accounts and related disclosures, utilizing both experienced internal staff and third-party income tax professionals. As part of our assessment of internal control over financial reporting for fourth quarter of 2012, management tested and evaluated the implemented controls to determine that the controls are designed and operating effectively to provide reasonable assurance that they will prevent or detect a material error in the financial statements. There were no other changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. 

 

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Report of Independent Registered Public Accounting Firm

 

The Board of Directors and Stockholders of Iridium Communications Inc.

 

We have audited Iridium Communications Inc.’s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Iridium Communications Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, Iridium Communications Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on the COSO criteria.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Iridium Communications Inc. as of December 31, 2012 and 2011, and the related consolidated statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2012 and our report dated March 5, 2013 expressed an unqualified opinion thereon.

 

/s/ Ernst & Young LLP

 

McLean, Virginia

March 5, 2013

 

86
 

  

Item 9B.Other Information

 

None.

 

PART III

 

We will file a definitive Proxy Statement for our 2013 Annual Meeting of Stockholders (the “2013 Proxy Statement”) with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted as permitted by General Instruction G(3) to Form 10-K. Only those sections of the 2013 Proxy Statement that specifically address the items set forth herein are incorporated by reference.

 

Item 10.Directors, Executive Officers and Corporate Governance

 

The information required by this Item is incorporated by reference to the sections of our 2013 Proxy Statement entitled “Board of Directors and Committees,” “Election of Directors,” “Management” and “Section 16(a) Beneficial Ownership Reporting Compliance.”

 

Item 11.Executive Compensation

 

The information required by this Item is incorporated by reference to the sections of our 2013 Proxy Statement entitled “Compensation Discussion and Analysis,” “Executive Compensation” and “Director Compensation.”

 

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The information required by this Item is incorporated by reference to the sections of our 2013 Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance under Equity Compensation Plans.”

 

Item 13.Certain Relationships and Related Transactions, and Director Independence

 

The information required by this Item is incorporated by reference to the sections of our 2013 Proxy Statement entitled “Transactions with Related Parties” and “Director Independence.”

 

Item 14.Principal Accountant Fees and Services

 

The information required by this Item is incorporated by reference to the section of our 2013 Proxy Statement entitled “Independent Registered Public Accounting Firm Fees.”

 

PART IV

 

Item 15.Exhibits and Financial Statement Schedules

 

(a) The following documents are filed as part of this Form 10-K:

 

(1) Financial Statements

 

Iridium Communications Inc.:

 

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

 

(2) Financial Statement Schedules

 

The financial statement schedules are not included here because required information is included in the consolidated financial statements.

 

87
 

 

(3) Exhibits

 

The exhibits that are filed or furnished with this report or that are incorporated by reference herein are set forth in the Exhibit Index on page 90, which is incorporated by reference herein.

 

88
 

 

 SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.
     
Date: March 5, 2013 By: /s/    Thomas J. Fitzpatrick
   

Thomas J. Fitzpatrick

Chief Financial Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

 

Name

   Title   Date
         
/S/    Matthew J. Desch   Chief Executive Officer and Director   March 5, 2013
Matthew J. Desch   (Principal Executive Officer)    
         
/s/  Thomas J. FItzpatrick   Chief Financial Officer   March 5, 2013
Thomas J. Fitzpatrick   (Principal Financial Officer)    
         
/s/   Richard P. Nyren   Vice President and Corporate Controller   March 5, 2013
Richard P. Nyren   (Principal Accounting Officer)    
         
/s/    Robert H. NIehaus   Director and Chairman of the Board   March 5, 2013
Robert H. Niehaus        
         
/s/    J. Darrel Barros   Director   March 5, 2013
J. Darrel Barros        
         
/s/    Scott L. Bok   Director   March 5, 2013
Scott L. Bok        
         
/s/    Thomas C. Canfield   Director   March 5, 2013
Thomas C. Canfield        
         
/s/    Peter M. Dawkins   Director   March 5, 2013
Peter M. Dawkins        
         
/s/    Alvin B. Krongard   Director   March 5, 2013
Alvin B. Krongard        
         
/s/    Eric T. Olson   Director   March 5, 2013
Eric T. Olson        
         
/s/    Steven B. Pfeiffer   Director   March 5, 2013
Steven B. Pfeiffer        
         
/s/    Parker W. RUsh   Director   March 5, 2013
Parker W. Rush        

  

89
 

  

EXHIBIT INDEX

 

Exhibit
No. 

  

Document 

     
 3.1   Amended and Restated Certificate of Incorporation dated September 29, 2009, incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2009.
     
3.2     Certificate of Designations of Iridium Communications Inc. filed on October 3, 2012 with the Secretary of State of the State of Delaware designating the preferences, limitations, voting powers and relative rights of the 7% Series A Cumulative Perpetual Convertible Preferred Stock, incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on October 3, 2012.
     
3.3   Amended and Restated Bylaws, incorporated herein by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2009.
     
4.1   Specimen Common Stock Certificate, incorporated herein by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1 (Registration No. 333-147722) filed with the SEC on February 4, 2008.
     
4.2   Amended and Restated Warrant Agreement between the Registrant and American Stock Transfer & Trust Company, incorporated herein by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K filed on February 26, 2008.
     
4.3   Warrant Agreement for $11.50 Warrants between the Company and American Stock Transfer & Trust Company, incorporated herein by reference to Exhibit 4.4 of the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2009.
     
4.4   Specimen Warrant Certificate for $11.50 Warrants, incorporated herein by reference to Exhibit 4.5 of the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2009.
     
10.1†   Supplemental Agreement dated as of August 1, 2012 between Iridium Satellite LLC and Société Générale, as COFACE Agent, amending and restating the COFACE Facility Agreement among Iridium Satellite LLC, the Registrant, Iridium Holdings LLC, SE Licensing LLC, Iridium Carrier Holdings LLC, Iridium Carrier Services LLC, Syncom-Iridium Holdings Corp., Iridium Constellation LLC and Iridium Government Services LLC; Deutsche Bank AG (Paris Branch), Banco Santander SA, Société Générale, Natixis, Mediobanca International (Luxembourg) S.A., BNP Paribas, Crédit Industriel et Commercial, Intesa Sanpaolo S.p.A. (Paris Branch) and Unicredit Bank Austria AG; Deutsche Bank Trust Company Americas as the security agent and U.S. collateral agent; and Société Générale as the COFACE agent, dated as of October 4, 2010, incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2012.
     
10.2   Security Agreement, dated as of October 13, 2010, between the Registrant, Iridium Satellite LLC, Iridium Holdings LLC, Iridium Carrier Holdings LLC, Iridium Carrier Services LLC, SE Licensing LLC, Iridium Government Services LLC, Iridium Constellation LLC, Syncom-Iridium Holdings Corp. and Deutsche Bank Trust Company Americas, acting as Security Agent, incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
     
10.3   Pledge Agreement, dated as of October 13, 2010, between the Registrant, Syncom-Iridium Holdings Corp., Iridium Holdings LLC, Iridium Carrier Holdings LLC, Iridium Satellite LLC, Iridium Constellation LLC and Deutsche Bank Trust Company Americas, acting as Security Agent, incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
     
10.4   Stock Pledge Agreement, dated as of October 13, 2010, between the Registrant and Deutsche Bank Trust Company Americas, acting as Security Agent, incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
     
10.5††   Amended and Restated Limited Liability Company Agreement of Aireon LLC, between Aireon LLC, Iridium Satellite LLC, NAV CANADA and NAV CANADA Satellite, Inc., dated as of November 19, 2012.
     
10.6†   Settlement Agreement between Iridium Holdings LLC, Iridium Satellite LLC, the Registrant and Motorola, Inc., dated as of September 30, 2010, incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
     
10.7†   Security Agreement, dated as of September 30, 2010, between Iridium Satellite LLC and Deutsche Bank Trust Company Americas, acting as Collateral Agent, incorporated by reference to Exhibit C to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.

 

90
 

 

Exhibit
No. 

  

Document 

     
10.8   Guaranty, dated as of September 30, 2010, by Iridium Holdings LLC and the Registrant in favor of Motorola, Inc., incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
     
10.9   Amended and Restated Transition Services, Products and Asset Agreement, between Iridium Satellite LLC, Iridium Holdings LLC and Motorola, Inc., dated as of September 30, 2010, incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
     
10.10   Amendment No. 1 to Amended and Restated Transition Services, Products and Asset Agreement, between Iridium Satellite LLC, Iridium Holdings LLC and Motorola, Inc., dated as of December 30, 2010, incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
     
10.11†   System Intellectual Property Rights Amendment and Agreement, between Iridium Satellite LLC and Motorola, Inc., dated as of September 30, 2010, incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
     
10.12   Supplemental Subscriber Equipment Technology Amendment and Agreement, between Iridium Satellite LLC and Motorola, Inc., dated as of September 30, 2010, incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
     
10.13†   Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated June 1, 2010, incorporated by reference to Annex 1 to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q/A filed with the SEC on October 29, 2010.
     
10.14†   Amendment No. 1 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated August 6, 2010, incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q/A filed with the SEC on January 14, 2011.
     
10.15†   Amendment No. 2 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated September 30, 2010, incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2010.
     
10.16†   Amendment No. 3 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated October 25, 2010, incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
     
10.17†   Amendment No. 4 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated as of April 29, 2011, incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2011.
     
10.18†   Amendment No. 5 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated September 12, 2011, incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2011.
     
10.19†   Amendment No. 6 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated October 24, 2011, incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 6, 2012.
     
10.20†   Amendment No. 7 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated March 12, 2012, incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2012.
     
10.21†   Amendment No. 8 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated March 13, 2012, incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2012.
     
10.22†   Amendment No. 9 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated June 19, 2012, incorporated by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-Q filed with the SEC on August 2, 2012.
     
10.23†   Amendment No. 10 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated June 19, 2012, incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-Q filed with the SEC on August 2, 2012.
     
10.24†   Amendment No. 11 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated July 3, 2012, incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2012.

 

91
 

 

Exhibit
No. 		   Document 
     
10.25†   Amendment No. 12 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated July 6, 2012, incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2012.
     
10.26††   Amendment No. 13 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated October 25, 2012.
     
10.27††   Amendment No. 14 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated November 8, 2012.
     
10.28†   Contract for Launch Services No. IS-10-008 between Iridium Satellite LLC and Space Exploration Technologies Corp., dated March 19, 2010, incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q/A filed with the SEC on March 29, 2011.
     
10.29†   Amendment No. 1 to the Contract for Launch Services No. IS-10-008 between Iridium Satellite LLC and Space Exploration Technologies Corp., dated September 17, 2010, incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2010.
     
10.30†   Amendment No. 2 to the Contract for Launch Services No. IS-10-008 between Iridium Satellite LLC and Space Exploration Technologies Corp., effective as of August 1, 2012, incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2012.
     
10.31†   Contract for Launch Services No. IS-11-032 between Iridium Satellite LLC and International Space Company Kosmotras, dated as of June 14, 2011, incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2011.
     
   10.32†   Products and Services Agreement No. AIR-12-001 between Aireon LLC and Harris Corporation Government Communications Systems Division, dated as of June 19, 2012, incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q/A filed with the SEC on September 12, 2012.
     
   10.33†   Amendment No. 1 to the Products and Services Agreement No. AIR-12-001 between Aireon LLC and Harris Corporation Government Communications Systems Division, dated as of July 31, 2012, incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2012.
     
   10.34†   Amendment No. 2 to the Products and Services Agreement No. AIR-12-001 between Aireon LLC and Harris Corporation Government Communications Systems Division, dated as of September 4, 2012, incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2012.
     
    10.35†   Iridium NEXT Support Services Agreement No. IS-10-019, by and between Iridium Satellite LLC and The Boeing Company for Support Services for Iridium NEXT, dated as of May 28, 2010, incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q/A filed with the SEC on March 29, 2011.
     
10.36   Indemnification Contract, dated December 5, 2000, among Iridium Satellite LLC, The Boeing Company, Motorola, Inc. and the United States, incorporated herein by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2009.
     
10.37†   Terms and Conditions for De-Orbit Postponement Modification for Contract DCA100-01-C-3001, by and between Iridium Satellite LLC, The Boeing Company and the United States Government, dated September 7, 2010, incorporated herein by reference to Exhibit 10.7 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2010.
     
10.38   Intellectual Property Rights Agreement, dated December 11, 2000, among Motorola Inc. and Iridium Satellite LLC, incorporated herein by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2009.
     
10.39   Subscriber Equipment Technology Agreement (Design), dated as of September 30, 2002, by and among Motorola Inc. and SE Licensing LLC, incorporated herein by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2009.
     
10.40   Subscriber Equipment Technology Agreement (Manufacturing), dated as of September 30, 2002, by and among Motorola Inc. and SE Licensing LLC, incorporated herein by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2009.

 

92
 

 

Exhibit
No. 

  

Document 

     
10.41†   Amended and Restated Contract Boeing No. BSC-2000-001 between Iridium Constellation LLC and The Boeing Company for Transition, Operations and Maintenance, Engineering Services, and Re-Orbit of the Iridium Communications System, dated as of May 28, 2010, incorporated herein by reference to Exhibit 10.8 of the Registrant’s Quarterly Report on Form 10-Q/A filed with the SEC on March 29, 2011.
     
10.42   Form of Registration Rights Agreement, incorporated by reference to Annex D of the Registrant’s Proxy Statement filed with the SEC on August 28, 2009.
     
10.43†   Amendment No. 1 to Registration Rights Agreement, dated as of March 29, 2011, by and among Iridium Communications Inc. and the parties listed on the signature pages thereto, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on March 30, 2011.
     
10.44*   Amended and Restated Employment Agreement, dated as of March 30, 2011, by and between the Registrant and Matthew J. Desch, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2011.
     
10.45*   Employment Agreement, dated as of March 31, 2010, by and between the Registrant and Thomas J. Fitzpatrick, incorporated herein by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2010.
     
10.46*   Amendment to Employment Agreement by and between the Registrant and Thomas J. Fitzpatrick, dated as of December 31, 2010, incorporated by reference to Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
     
10.47*   Employment Agreement between the Registrant and S. Scott Smith, dated as of March 2010, incorporated by reference to Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 6, 2012.
     
10.48*   Amendment to Employment Agreement between the Registrant and S. Scott Smith, dated as of December 31, 2010, incorporated by reference to Exhibit 10.40 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 6, 2012.
     
10.49*   Employment Agreement between the Registrant and Gregory Ewert, dated as of December 31, 2010, incorporated herein by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on January 6, 2011.
     
10.50*   Employment Agreement between the Registrant and John Roddy, dated as of December 31, 2010, incorporated herein by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on January 6, 2011.
     
10.51*   Employment Agreement between the Registrant and Donald L. Thoma, dated as of December 31, 2010.
     
10.52*   2009 Iridium Communications Inc. Stock Incentive Plan, incorporated by reference to Annex E of the Registrant’s Proxy Statement filed with the SEC on August 28, 2009.
     
10.53   Form of Indemnity Agreement between the Registrant and each of its directors and officers, incorporated by reference to Exhibit 10.5 to the Registrant’s Form S-1/A filed with the SEC on February 4, 2008.
     
10.54*   Form of Stock Option Award Agreement for use in connection with the 2009 Iridium Communications Inc. Stock Incentive Plan, incorporated by reference to Exhibit 10.42 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
     
10.55*   Form of Restricted Stock Unit Agreement for use in connection with the 2009 Iridium Communications Inc. Stock Incentive Plan, incorporated by reference to Exhibit 10.48 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 6, 2012.
     
10.56*   Performance Share Program established under the 2009 Iridium Communications Inc. Stock Incentive Plan, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 24, 2012.
     
10.57*   Form of Performance Share Award Agreement for use in connection with the Performance Share Program established under the 2009 Iridium Communications Inc. Stock Incentive Plan, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 24, 2012.
     
10.58*   Form of Stock Option Agreement for Non-Employee Directors for use in connection with the 2009 Iridium Communications Inc. Stock Incentive Plan, incorporated by reference to Exhibit 10.46 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.

 

93
 

 

Exhibit
No. 

  

Document 

     
10.59*   Form of Restricted Stock Award Agreement for Non-Employee Directors for use in connection with the 2009 Iridium Communications Inc. Stock Incentive Plan, incorporated by reference to Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
     
10.60*   Form of Restricted Stock Unit Agreement for Non-Employee Directors for use in connection with the 2009 Iridium Communications Inc. Stock Incentive Plan, incorporated by reference to Exhibit 10.48 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
     
10.61*   Iridium Communications Inc. 2012 Equity Incentive Plan, incorporated by reference to Appendix A to the Registrant’s Proxy Statement filed with the SEC on April 10, 2012.
     
10.62*   Forms of Stock Option Grant Notice and Stock Option Agreement for use in connection with the Iridium Communications Inc. 2012 Equity Incentive Plan, incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 23, 2012.
     
10.63*   Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for use in connection with the Iridium Communications Inc. 2012 Equity Incentive Plan, incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 23, 2012.
     
10.64*   Non-Employee Director Compensation Plan, incorporated herein by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on December 22, 2009.
     
10.65*   2012 Executive Cash Performance Bonus Plan, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on March 13, 2012.
     
21.1   List of Subsidiaries.
     
23.1   Consent of Ernst & Young LLP, independent registered public accounting firm.
     
31.1   Certification of Chief Executive Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
     
31.2   Certification of Chief Financial Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
     
32.1   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
     
101.INS   XBRL Instance Document
     
101.SCH   XBRL Taxonomy Extension Schema
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase
     
101.LAB   XBRL Taxonomy Extension Label Linkbase
     
101.PRE   XBRL Taxonomy Extension Presentation Linkbase

 

 

†Confidential treatment has been granted for certain portions omitted from this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of this exhibit have been separately filed with the Securities and Exchange Commission.
††Confidential treatment has been requested for certain portions omitted from this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of this exhibit have been separately filed with the Securities and Exchange Commission.
*Denotes compensatory plan, contract or arrangement.

 

94

 

 EX-10.5 2 v329740_ex10-5.htm EXHIBIT10.5

 

Execution Version

___________________________________________

 

Aireon LLC

A Delaware Limited Liability Company

___________________________________________

 

 

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

 

 

Dated as of November 19, 2012

 

 

 

 

THE SECURITIES DESCRIBED IN THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHICATED OR OTHERWISE DISPOSED OF AT ANY TIME UNLESS REGISTERED AND QUALIFIED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED. ANY TRANSFER OF THE SECURITIES DESCRIBED IN THIS AGREEMENT IS FURTHER SUBJECT TO OTHER RESTRICTIONS, THE TERMS AND CONDITIONS OF WHICH ARE SET FORTH IN THIS AGREEMENT.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

 
  

 

Table of Contents

 

      PAGE
Article 1 DEFINITIONS   1
Article 2 FORMATION OF LIMITED LIABILITY COMPANY   16
2.1 Formation and Tax Classification   16
2.2 Company Name   16
2.3 Term of Company   16
2.4 Purposes   16
2.5 Merger   16
Article 3 CAPITALIZATION; INTERESTS   16
3.1 Capital Contributions   16
3.2 Establishment and Determination of Capital Accounts   17
3.3 Negative Capital Accounts   17
3.4 Company Capital   17
3.5 Loans by Members   17
3.6 Interests   17
Article 4 DISTRIBUTIONS; ALLOCATIONS OF PROFITS AND LOSSES   25
4.1 Distributions and Payments   25
4.2 Allocation of Profits and Losses   27
4.3 Regulatory and Special Allocations   28
4.4 Tax Allocations; Code Section 704(c)   28
4.5 Tax Payments   28
Article 5 MEMBERS   29
5.1 Number   29
5.2 Members’ Voting Rights   29
5.3 Required Vote   29
5.4 Conversion Election   29
5.5 Effect of Incapacity   31
5.6 Representations and Warranties of Members and NAV CANADA   31
5.7 Investment Opportunities   32
5.8 Confidentiality   32
5.9 Noncompetition   33

 

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Table of Contents

(continued)

 

      PAGE
5.10 Non-Solicitation   33
5.11 Meetings   33
5.12 Admission of Additional Members   35
5.13 Rights to Information   35
5.14 Iridium Undertaking   35
Article 6 BOARD OF DIRECTORS   36
6.1 Generally   36
6.2 Number of Directors   36
6.3 Tenure   38
6.4 Resignation; Removal   39
6.5 Vacancies   39
6.6 Meetings   39
6.7 Quorum and Transaction of Business   40
6.8 Directors Have No Exclusive Duty to Company   40
6.9 Exculpation of Directors   40
6.10 Creation of Committees   41
6.11 Reimbursement of Expenses; D&O Insurance   41
6.12 Certain Actions Requiring Prior Approval of Certain Directors   41
Article 7 OFFICERS   46
7.1 Appointment of Officers   46
7.2 Tenure and Duties of Officers   47
7.3 Tenure of Officers and Committee Members   48
7.4 Approval of Board of Directors   48
Article 8 LIABILITY; INDEMNIFICATION   48
8.1 Limited Liability   48
8.2 Indemnification   48
Article 9 ACCOUNTING   50
9.1 Fiscal Year   50
9.2 Books and Accounts   50
9.3 Tax Matters Partner   50

 

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Table of Contents

(continued)

 

      PAGE
9.4 Tax Reports   51
9.5     51
9.5 Reserves   51
9.6 Company Funds   51
Article 10 DISSOLUTION; TERMINATION; SALE; CONVERSION   51
10.1 Dissolution   51
10.2 Merger or Sale of Interests   52
10.3 Conversion to Corporate Form   52
Article 11 TRANSFER RESTRICTIONS   53
11.1 In General   53
11.2 Right of First Refusal   54
Article 12 OTHER INVESTOR RIGHTS   55
12.1 NAV CANADA Protective Provisions   55
12.2 Information Rights   57
12.3 Drag Along Right   58
12.4 Tag-Along Rights   59
12.5 Preemptive Right   60
12.6 Registration Rights   61
12.7 Business Activity Qualifications   61
Article 13 MISCELLANEOUS   61
13.1 Offset   61
13.2 Notices   61
13.3 Word Meanings; Construction   62
13.4 Binding Provisions   62
13.5 Applicable Law   62
13.6 Severability of Provisions   62
13.7 Section Titles   62
13.8 Further Assurance   63
13.9 Directly or Indirectly   63
13.10 Counterparts   63

 

-iii-
  

 

Table of Contents

(continued)

 

      PAGE
13.11 Effect of Waiver and Consent   63
13.12 Waiver of Certain Rights   63
13.13 Notice of Provisions   63
13.14 Entire Agreement   63
13.15 Amendments   63
13.16 Remedies   63

 

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Amended and Restated Limited Liability Company Agreement
of
Aireon LLC
(A Delaware Limited Liability Company)

 

This Amended and Restated Limited Liability Company Agreement (this “Agreement”), of Aireon LLC (the “Company”), is dated and effective as of November 19, 2012 (the “Effective Date”), by and among the Company, the Persons (as defined below) identified as the Members (as defined below) on the Member Register attached hereto as Schedule A and each other Person who becomes a member of the Company in accordance with the terms of this Agreement (collectively, the “Members”) and NAV CANADA. This Agreement amends and restates the Limited Liability Company Agreement of the Company dated December 16, 2011 (the “Original Agreement”). Upon execution of this Agreement by the parties set forth on the signature pages hereto, this Agreement shall replace the Original Agreement in its entirety and the Original Agreement shall be of no further force or effect. Any reference in this Agreement to a Member shall include such Member’s successors and permitted assigns to the extent such successors and permitted assigns have become Additional Members in accordance with the provisions of this Agreement.

 

RECITALS

 

WHEREAS, Iridium Satellite LLC formed the Company as a limited liability company pursuant to the Delaware Limited Liability Company Act (the “Act”); and

 

WHEREAS, pursuant to Section 20 of the Original Agreement, Iridium Satellite LLC, as sole Member (as defined in the Original Agreement) of the Company, constitutes the requisite party required to effect an amendment and restatement of the Original Agreement, and desires to amend and restate the Original Agreement in its entirety as set forth herein in order to admit the Members set forth on Schedule A, set forth the ownership interests of the Members in the Company, the rights and obligations of the Members and the principles by which the Company will be operated and governed.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree that the Original Agreement is hereby amended and restated in its entirety as follows:

 

Article 1
DEFINITIONS

 

As used in this Agreement, the following terms have the following meanings:

 

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

 
 

 

“Accounting Firm” means Ernst & Young or such other internationally recognized independent public accounting firm as shall be agreed upon by the Board of Directors from time to time.

 

“Accounting Period” means (i) the Company’s Fiscal Year if there are no changes in the Members’ respective interests in Company income, gain, loss or deductions during such Fiscal Year except on the first day thereof or (ii) any other period beginning on the first day of a Fiscal Year, or any other day during a Fiscal Year, upon which occurs a change in such respective interests, and ending on the last day of a Fiscal Year, or on the day preceding an earlier day upon which any change in such respective interest shall occur.

 

“Accrued Dividend” means, with respect to any Preferred Interest, (i) prior to January 1, 2016, zero (0), and (ii) on or after January 1, 2016, an amount that would have accrued if the total amount of Unreturned Capital attributable to such Preferred Interest had been accruing daily at the rate of five percent (5%) per annum, from (and including) the date of issuance of such Preferred Interest until (and including) the date on which such Preferred Interest is converted into Common Interest or redeemed with full payment of applicable Redemption Price by the Company.

 

“Act” means the Delaware Limited Liability Company Act, and any successor statute, as amended from time to time.

 

“Additional Member” means any Person who or which is admitted to the Company as an Additional Member pursuant to Section 5.12 of this Agreement.

 

“Adjusted Capital Account” means, with respect to any Member, the balance, if any, in such Member’s Capital Account as of the end of the relevant Taxable Year, after giving effect to the following adjustments:

 

(i)     Credit to the Capital Account any amount which such Member is obligated to restore pursuant to the terms of this Agreement or is deemed obligated to restore pursuant to Treasury Regulations Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i); and

 

(ii)     Debit to such Capital Account the items described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

 

“ADS-B Payload” means the specially designed 1090 MHz Extended Squitter (1090 ES) ADS-B receiver payload to be hosted on the satellites in the Iridium NEXT Constellation.

 

“Affiliate” means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, or (ii) any officer, director, general partner or trustee of such Person or any Person referred to in the foregoing clause (i). For purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended

 

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“Agreement” means this Amended and Restated Limited Liability Company Agreement, as executed and as may be amended, modified, supplemented or restated from time to time in accordance with the terms hereof, as the context requires.

 

“Aireon Ground Segment” has the meaning given such term in the Data Transmission Service Agreement No. [***], dated as of November 19, 2012, by and between Iridium and the Company.

 

“Aireon System” means the Space-based ADS-B data reception and delivery system which uses ADS-B Payloads, the Iridium NEXT Constellation infrastructure and Aireon Ground Segment for delivery of ADS-B data to customers.

 

“[***]” means the [***].

 

“Asset Transfer” has the meaning given such term in Section 6.12.1.3.

 

“Available Cash” means all cash on hand of the Company, less the sum of the following (to the extent paid or set aside by the Board of Directors): (i) all cash expenditures incurred incident to the normal operation of the Company’s business; (ii) such amounts set aside by the Board of Directors and deemed reasonably necessary for the proper operation of the Company’s business, including for working capital and to pay taxes, insurance, capital expenditures (current and future), debt service or other costs or expenses incident to the ownership or operation of the Company’s business; and (iii) financing proceeds, subject to (ii) above.

 

“Board of Directors” has the meaning given such term in Section 6.1.

 

“Book Value” means, with respect to any Company asset, the adjusted basis of such asset for federal income tax purposes, except as follows:

 

(i)The initial Book Value of any Company asset contributed by a Member to the Company shall be the gross fair market value of such Company asset as of the date of such contribution;

 

(ii)The Book Value of each Company asset shall be adjusted to equal its respective gross fair market value upon the following events: (A) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution unless the Board of Directors determines that such adjustment is not necessary to reflect the relative economic interests of the Members in the Company; (B) the distribution by the Company to a Member of more than a de minimis amount of Company assets (other than cash) as consideration for all or parts of its Interests unless the Board of Directors determines that such adjustment is not necessary to reflect the relative economic interests of the Members in the Company; (C) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g); and (D) in connection with and at the time of a grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a Member capacity or by a new Member acting in a Member capacity or in anticipation of becoming a Member;

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended

 

3
 

 

(iii)The Book Value of a Company asset distributed to any Member shall be the fair market value (taking into account Section 7701(g) of the Code) of such Company asset as of the date of distribution thereof;

 

(iv)The Book Value of each Company asset shall be increased or decreased, as the case may be, to reflect any adjustments to the adjusted basis of such Company asset pursuant to Section 734(b) or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Account balances pursuant to Treasury Regulations Sections §1.704-1(b)(2)(iv)(m); provided, that Book Values shall not be adjusted pursuant to this subparagraph (iv) to the extent that an adjustment pursuant to subparagraph (ii) above is made in conjunction with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (iv); and

 

(v)If the Book Value of a Company asset has been determined or adjusted pursuant to subparagraphs (i), (ii), or (iv) above, such Book Value shall thereafter be adjusted to reflect the depreciation taken into account with respect to such Company asset for purposes of computing Net Income and Net Losses.

 

“Budget” means the budget of the Company attached hereto as Exhibit 3, as the same may be amended, approved or adopted by the Board of Directors in accordance with the terms hereof.

 

“Business Day” means any day other than a Saturday, Sunday or public holiday under the laws of the State of Delaware or the province of Ontario, Canada or other day on which banking institutions are authorized or obligated to close in the State of Delaware or the province of Ontario, Canada.

 

“Capital Account” has the meaning given such term in Section 3.2.

 

“Capital Contribution” means the aggregate contributions of cash made and the Book Value of any property contributed by a Member to the Company pursuant to Article 3 as of the date in question, as shown opposite such Member’s name on the Member Register, as the same may be amended from time to time in accordance with the terms hereof.

 

“Certificate” means the Certificate of Formation filed with the Secretary of State of the State of Delaware on December 16, 2011.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

4
 

 

“Code” means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time.

 

“Common Interests” means Interests designated by the Board of Directors as “Common Interests”, and shall include former Preferred Interests for which a Conversion Election has been made.

 

“Company” has the meaning set forth in the first paragraph of this Agreement.

 

“Company Officers” has the meaning given such term in Section 7.1.

 

“Contingent Financing” has the meaning given such term in Section 3.6.4.

 

“Contingent Financing Option A” has the meaning given such term in Section 3.6.4.

 

“Contingent Financing Option B” has the meaning given such term in Section 3.6.4.

 

“Conversion Election” has the meaning given such term in Section 5.4.1.

 

“Damages” has the meaning given such term in Section 8.2.2.

 

“[***]” means the [***].

 

“Director” means each person designated as a Director of the Company pursuant to Article 6.

 

“Dissolution” has the meaning given such term in Section 10.1.

 

“Dollars” and “$” means dollars in lawful currency of the United States.

 

“Drag Along Buyer” has the meaning given such term in Section 12.3.

 

“Drag Along Holders” has the meaning given such term in Section 12.3.

 

“Drag Along Sale” has the meaning given such term in Section 12.3.

 

“Effective Date” has the meaning given such term in the first paragraph of this Agreement.

 

“Election Date” has the meaning given such term in Section 5.4.2.

 

“Excluded Company” has the meaning given such term in the Iridium Credit Agreement.

 

“FAA” means the Federal Aviation Administration.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

5
 

 

“Fifth NAV CANADA Tranche Financing” means the purchase by NAV CANADA through NAV CANADA US Subsidiary of the Fifth NAV CANADA Tranche Financing Interest for the Fifth NAV CANADA Tranche Financing Amount upon the satisfaction of the Fifth NAV CANADA Tranche Financing Conditions pursuant to the terms of this Agreement and the NAV CANADA Subscription Agreement.

 

“Fifth NAV CANADA Tranche Financing Amount” means $15,000,000.

 

“Fifth NAV CANADA Tranche Financing Conditions” means the following:

 

(i)     [***];

 

(ii)    [***];

 

(iii)   [***]; and

 

(iv)   [***].

 

“Fifth NAV CANADA Tranche Financing Final Tranche Date” means [***].

 

“Fifth NAV CANADA Tranche Financing Interest” means an amount of Preferred Interests convertible into 5.1% of the Fully Diluted Company Interests.

 

“Fifth NAV CANADA Tranche Financing Target Date” means [***], 2017.

 

“First NAV CANADA Tranche Financing” shall occur on the date hereof.

 

“First ROFR Sale Notice” has the meaning given such term in Section 11.2.1.1.

 

“Fiscal Year” of the Company means the calendar year.

 

“Fourth NAV CANADA Tranche Financing” means the purchase by NAV CANADA through NAV CANADA US Subsidiary of the Fourth NAV CANADA Tranche Financing Interest for the Fourth NAV CANADA Tranche Financing Amount upon the satisfaction of the Fourth NAV CANADA Tranche Financing Conditions pursuant to the terms of this Agreement and the NAV CANADA Subscription Agreement.

 

“Fourth NAV CANADA Tranche Financing Amount” means $15,000,000.

 

“Fourth NAV CANADA Tranche Financing Conditions” means the following:

 

(i)   [***];

 

(ii)  [***];

 

(iii) [***]; and

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

6
 

 

(iv) [***].

 

“Fourth NAV CANADA Tranche Financing Final Tranche Date” means [***].

 

“Fourth NAV CANADA Tranche Financing Interest” means an amount of Preferred Interests convertible into 5.1% of the Fully Diluted Company Interests.

 

“Fourth NAV CANADA Tranche Financing Target Date” means [***], 2015.

 

“Fully Diluted Company Interests” means as of any date of determination, the total amount of Interests issued and outstanding on such date assuming the full funding of all five tranches of financing by NAV CANADA US Subsidiary and the issuance of all Preferred Interests to NAV CANADA US Subsidiary in all such tranches and the issuance of all other Preferred Interests or Common Interests as contemplated by the Long-Term Operating Plan (including the Iridium Financing), plus, without duplication, the total amount of all other outstanding securities or obligations which are by their terms exercisable, convertible or exchangeable into Interests. For purposes of this determination, all outstanding Preferred Interests shall be deemed to be converted into Common Interests in accordance with the terms hereof.

 

“GAAP” means generally accepted accounting principles, consistently applied, as in effect from time to time in the United States.

 

“[***]” means the [***].

 

“Incapacity” or “Incapacitated” has the meaning given such term in Section 5.5.

 

“Indemnitee” has the meaning given such term in Section 8.2.2.

 

“Independent Director” has the meaning given such term in Section 6.2.1.

 

“Information Rights Holders” has the meaning given such term in Section 12.2.1.

 

“Insolvency Event” means any of the following: (i) the filing of any insolvency, reorganization case or proceeding to consolidate or merge the Company with or into Iridium or any of its Affiliates or sell all or substantially all of the Company’s assets; (ii) instituting proceedings under any applicable insolvency law or to have the Company be adjudicated bankrupt or insolvent; (iii) seeking any relief under any law relating to relief from debts or the protection of debtors, or consent to the filing or the institution of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief with respect to the Company under any applicable federal or state law relating to bankruptcy or insolvency; or (iv) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian (or other similar official) of or for the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company's inability to pay its debts generally as they become due, or take action in furtherance of any of the foregoing.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

7
 

 

“Interest” has the meaning given such term in Section 3.6.1.

 

“Interest Equivalent” means any security or obligation that is by its terms directly or indirectly convertible into or exchangeable or exercisable for Interests or other equity securities of the Company, and any option, warrant or other subscription or purchase right with respect to Interests or such other equity securities of the Company.

 

“IPO Entity” has the meaning given such term in Section 10.3.2.

 

“Iridium” means Iridium Satellite LLC and any Affiliate designated by them.

 

“Iridium Credit Agreement” means the COFACE Facility Agreement, dated as of October 4, 2010 and amended by that certain Supplemental Agreement dated as of August 1, 2012, by and among Iridium and the other parties named therein, as the same may be amended or restated from time to time in accordance with its terms.

 

“Iridium Director” has the meaning given such term in Section 6.2.1.

 

“Iridium Financing” has the meaning given such term in Section 3.6.5.

 

“Iridium NEXT Constellation” means the constellation of operational low earth orbiting satellites being manufactured by Iridium pursuant to an agreement with Thales Alenia, with launches currently scheduled to commence in 2015, with operation currently scheduled to commence in late-2017.

 

“LIBOR Rate” means the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters at approximately 11:00 a.m. (London time) five (5) Business Days following a Member’s Conversion Election or IPO Conversion, as applicable, for U.S. Dollar deposits with a term of one (1) month.

 

“Liquidation Event” means (a) a sale, lease or other transfer of all or substantially all of the assets of the Company, (b) a reorganization, merger or consolidation of the Company with or into any other limited liability company or entity, or an acquisition of the Company effected by an exchange of outstanding securities of the Company, in each case where the Members immediately prior to such transaction own immediately after such transaction less than fifty percent (50%) of the voting power of the equity securities of the surviving limited liability company or entity (or its parent), as applicable, (c) any sale of voting control or other transaction similar to those described in clause (b) above following which the Company’s Members immediately prior to such transaction no longer hold effective control of the Company following such transaction, whether through voting power, ownership, ability to elect a majority of the Board, or otherwise, or (d) liquidation, dissolution, shut down, cessation of business or any winding up of the Company or any Insolvency Event.

 

“Long-Term Operating Plan” means the operating plan of the Company through December 31, 2017, attached hereto as Exhibit 2, as may be amended from time to time with the approval by the Board of Directors in accordance with the terms of this Agreement.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

8
 

 

“Majority-In-Interest of the Members” means (i) when used with reference to a particular class of Interests, a group of Members whose aggregate Interests of such class at the time of determination exceed fifty percent (50%) of the total Interests of such class held by all the Members (or, where the context so requires, a specified subset thereof), as applicable, at such time and (ii) when used without reference to a particular class, a Member or a group of Members whose aggregate Common Interests at the time of determination exceed fifty percent (50%) of the total Common Interests of all the Members (or, where the context so requires, a specified subset thereof), as applicable, at such time (for purposes of determining the Majority-In-Interest of the Members in this clause (ii) at any time when there are Preferred Interests and Common Interests outstanding, all Preferred Interests shall be deemed to have converted to Common Interests in accordance with the terms hereof).

 

“Mandatory Redemption” has the meaning given such term in Section 3.6.6.1.

 

“Mandatory Redemption Date” has the meaning given such term in Section 3.6.6.1.2.

 

“[***]” means [***].

 

“Member” has the meaning given such term in the first paragraph of this Agreement.

 

“Member Register” means the Schedule A attached to this Agreement entitled “Member Register,” as such schedule may be amended by the Board of Directors from time to time in accordance with this Agreement.

 

“[***]” means [***].

 

“NAV CANADA” means NAV CANADA.

 

“NAV CANADA US Subsidiary” means NAV CANADA Satellite, Inc., a Delaware corporation and wholly-owned subsidiary of NAV CANADA.

 

“NAV CANADA US Subsidiary Stockholder” means, collectively, NAV CANADA and any Affiliate of NAV CANADA to whom NAV CANADA transfers any capital stock of NAV CANADA US Subsidiary.

 

“NAV CANADA Director” has the meaning given such term in Section 6.2.1.

 

“NAV CANADA Financing” means collectively or individually, the First NAV CANADA Tranche Financing, Second NAV CANADA Tranche Financing, Third NAV CANADA Tranche Financing, Fourth NAV CANADA Tranche Financing, and Fifth NAV CANADA Tranche Financing.

 

“NAV CANADA Subscription Agreement” means that certain Subscription Agreement, dated as of the date hereof, by and between NAV CANADA US Subsidiary and the Company as may be amended from time to time in accordance with the terms hereof.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

9
 

 

 

“Net Profit” and “Net Loss” mean, for each Accounting Period, an amount equal to the Company’s taxable income or loss, respectively, for such Accounting Period, determined in accordance with Section 703(a) of the Code, which for this purpose shall include all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code, with the following adjustments:

 

(i)The computation of all items of income, gain, loss and deduction shall include tax-exempt income and those items described in Treasury Regulations Section 1.704-1(b)(2)(iv)(i) without regard to the fact that such items are not includable in gross income or are not deductible for federal income tax purposes.

 

(ii)If the Book Value of any Company property is adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(e) or (f), or Proposed Treasury Regulations Section 1.704(b)(2)(iv)(s), the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property; provided, that if the Book Value of any Company property is adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f)(5)(i), the allocation of gain or loss shall be made immediately prior to the related acquisition of the interest in the Company.

 

(iii)Items of income, gain, loss or deduction attributable to the disposition of Company property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the Book Value of such property.

 

(iv)Items of depreciation, amortization and other cost recovery deductions with respect to Company property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the property’s Book Value in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g).

 

(v)To the extent an adjustment to the adjusted tax basis of any Company property pursuant to Sections 732(d), 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis).

 

(vi)Notwithstanding any other provisions of this definition, any items that are specially allocated pursuant to Section 4.3 shall not be taken into account in computing Net Profits and Net Losses.

 

“[***]” means the [***].

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended

 

10
 

 

“[***]” means [***].

 

“Participation Rights” has the meaning given such term in Section 3.6.7.

 

“Payload” means an ADS-B Payload to be owned and operated by the Company.

 

“Payload Manufacturer” means Harris Corporation.

 

“Percentage Interest” means, as to a Member holding a class of Interests, such Member’s Interests in such class, determined by dividing the Interests of such class owned by such Member by the total amount of Interests of such class then outstanding.

 

“Permitted Issuances” has the meaning given such term in Section 12.1.1.3.

 

“Permitted Transferee” has the meaning given such term in Section 11.1.1.1.

 

“Person” means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

 

“Plan” has the meaning given such term in Section 3.6.7.

 

“Pre-IPO Value” means the per share price at which the common stock of the IPO Entity is reasonably and in good faith expected by the Board of Directors to be offered by the underwriters of the initial public offering of the IPO Entity.

 

“Preemptive Holders” has the meaning given such term in Section 12.5.

 

“Preemptive Purchase Notice” has the meaning given such term in Section 12.5.1.

 

“Preferred Interests” means Interests designated by the Board of Directors as “Preferred Interests” with the rights and privileges (including the right to receive the Accrued Dividend on or after January 1, 2016) set forth in this Agreement and held by NAV CANADA US Subsidiary or any of its Permitted Transferee and which have not been converted into Common Interests in accordance with the terms hereof.

 

“Primary Business” has the meaning given such term in Section 2.4.

 

“Proprietary Information Agreement” has the meaning given such term in Section 5.8.

 

“Qualified IPO” means a firm commitment underwritten offering of common stock or comparable equity securities of the IPO Entity pursuant to an effective registration statement under the Securities Act in which such common stock or comparable equity securities will be listed on a national securities exchange and the gross proceeds to the IPO Entity and selling Members (before underwriting discounts, commissions, and fees) equal at least Fifty million dollars ($50,000,000).

 

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

11
 

 

“Redeemable Interest” means the Preferred Interest of a Member which has made no Conversion Election with respect to such Preferred Interest prior to the applicable Redemption Date.

 

“Redemption Date” has the meaning given such term in Section 3.6.6.1.2.

 

“Redemption Notice” has the meaning given such term in Section 3.6.6.1.1.

 

“Redemption Price” has the meaning given such term in Section 3.6.6.2.

 

“Redemption Price Non-Payment Event” means a default in payment of the Redemption Price when due pursuant to the terms hereof.

 

“Relation” means an individual’s spouse, siblings, lineal ancestors or lineal descendants.

 

“Reorganization Plan” has the meaning given such term in Section 10.3.

 

“ROFR Buy Notice” has the meaning given such term in Section 11.2.1.5.

 

“ROFR Seller” has the meaning given such term in Section 11.2.1.1.

 

“Sale” has the meaning given such term in Section 6.12.1.2.

 

“Scheduled Redemption Date” has the meaning given such term in Section 3.6.6.1.1.

 

“Scheduled Redemption Notice” has the meaning given such term in Section 3.6.6.1.1.

 

“Second NAV CANADA Tranche Financing” means the purchase by NAV CANADA through NAV CANADA US Subsidiary of the Second NAV CANADA Tranche Financing Interest for the Second NAV CANADA Tranche Financing Amount upon the satisfaction of the Second NAV CANADA Tranche Financing Conditions pursuant to the terms of this Agreement and the NAV CANADA Subscription Agreement.

 

“Second NAV CANADA Tranche Financing Amount” means $40,000,000.

 

“Second NAV CANADA Tranche Financing Conditions” means the following:

 

(i)    [***]:

 

(A)[***];

 

(B)[***];

 

(C)[***];

 

(D)[***]; and

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

12
 

 

(E)[***];

 

(ii)   [***]; and

 

(iii) [***].

 

“Second NAV CANADA Tranche Financing Final Tranche Date” means [***].

 

“Second NAV CANADA Tranche Financing Interest” means an amount of Preferred Interests convertible into 13.6% of the Fully Diluted Company Interests.

 

“Second NAV CANADA Tranche Financing Target Date” means [***], 2013.

 

“Second ROFR Sale Notice” has the meaning given such term in Section 11.2.1.5.

 

“Tag-Along Notice” has the meaning given such term in Section 12.4.

 

“Tag-Along Sale” has the meaning given such term in Section 12.4.

 

“Tag-Along Seller” has the meaning given such term in Section 12.4.

 

“Tagging Member” has the meaning given such term in Section 12.4.1.

 

“tax matters partner” has the meaning given such term in Section 9.3.

 

“Tax Payments” has the meaning given such term in Section 4.5.

 

“Third NAV CANADA Tranche Financing” means the purchase by NAV CANADA through NAV CANADA US Subsidiary of the Third NAV CANADA Tranche Financing Interest for the Third NAV CANADA Tranche Financing Amount upon the satisfaction of the Third NAV CANADA Tranche Financing Conditions pursuant to the terms of this Agreement and the NAV CANADA Subscription Agreement.

 

“Third NAV CANADA Tranche Financing Amount” means $65,000,000.

 

“Third NAV CANADA Tranche Financing Conditions” means the following:

 

(i)   [***]:

 

(A)[***];

 

(B)[***];

 

(C)[***];

 

(D)[***];

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

13
 

 

(E)[***];

 

(F)[***];

 

(G)[***]; and

 

(H)[***]; and

 

(ii) [***].

 

“Third NAV CANADA Tranche Financing Final Tranche Date” means [***].

 

“Third NAV CANADA Tranche Financing Interest” means an amount of Preferred Interests convertible into 22.1% of the Fully Diluted Company Interests.

 

“Third NAV CANADA Tranche Financing Target Date” means [***], 2014.

 

“Transfer” means any sale (including, without limitation, a sale by a trustee or debtor in bankruptcy or arising out of any manner of creditor’s proceeding), assignment, transfer (including, without limitation, a transfer by will or intestate distribution or any court order for sale or transfer pursuant to a decree including, without limitation, a divorce decree), exchange, mortgage, pledge, foreclosure, execution, garnishment, attachment, sheriff’s sale, gift, or other disposition or encumbrance (whether voluntarily or involuntarily or by operation of law) of, or the granting of a security interest in, all or any portion of a Member’s Interest or other interests in the Company.

 

“Treasury Regulations” means the final and temporary regulations promulgated under the Code, as amended from time to time.

 

“Trigger Event” means (i) the delivery of a written notice by NAV CANADA US Subsidiary to the Company, after delivery of the Trigger Event Notice by Iridium, notifying the Company that NAV CANADA US Subsidiary elects to have all of its Redeemable Interests redeemed pursuant to Section 3.6.6.1.2, or (ii) any facts, occurrence, circumstance, event, change or action that, in the good faith and reasonable determination of any NAV CANADA Director and the Independent Director (such determination to be set forth in a written notice delivered to the Company and Iridium), would reasonably be expected to result in the Company (x) becoming subject to or a guarantor under the Iridium Credit Agreement or (y) for so long as the Company is a “Subsidiary” (as defined in the Iridium Credit Agreement) of Iridium, ceasing to be an Excluded Company..

 

“Trigger Event Notice” has the meaning given such term in Section 5.14.1.

 

“Unpaid Dividend”, with respect to a Member, means such Member’s Accrued Dividend, if any, less all distributions to such Member pursuant to Sections 4.1.1.1 and 4.1.2.1.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

14
 

 

“Unreturned Capital” means, with respect to any Member, the excess of all cash Capital Contributions made by such Member over all distributions in cash and payments in cash received by such Member pursuant to Sections 3.6.6 and 4.1.2.2.

 

Other terms defined in this Agreement have the meanings so given them.

 

Article 2             
FORMATION OF LIMITED LIABILITY COMPANY

 

2.1    Formation and Tax Classification.

 

The Company has been formed as a limited liability company under and pursuant to the Act. Each Member represents and warrants that such Member is duly authorized to join in this Agreement and that the person executing this Agreement on its behalf is duly authorized to do so. The Members intend that the Company will be classified as a partnership for U.S. federal, state and local income and franchise tax purposes and each Member and the Company shall file all tax returns and shall otherwise take all tax positions in a manner consistent with such treatment. The Members intend that the Company shall not be a partnership (including, without limitation, a limited partnership) for any other purpose.

 

2.2    Company Name.

 

The name of the Company is Aireon LLC. The business of the Company shall be conducted under such name or such other names as the Board of Directors may from time to time determine in accordance with the terms hereof.

 

2.3    Term of Company.

 

The term of the Company shall commence on the date of the initial filing of the Certificate with the Secretary of State of the State of Delaware and shall continue until dissolved or otherwise terminated pursuant to this Agreement or the laws of the State of Delaware.

 

2.4    Purposes.

 

The purpose of the Company is to own and operate the Aireon System (the “Primary Business”) and within and ancillary to the Primary Business to engage in any lawful act, activity or business for which a limited liability company may be formed under the Act.

 

2.5    Merger.

 

Subject to the provisions of this Agreement, the Company may merge with, or consolidate into, another limited liability company (organized under the laws of the State of Delaware or any other state), a corporation (organized under the laws of the State of Delaware or any other state) or other business entity, regardless of whether the Company is the survivor of such merger or consolidation.

 

Article 3             
CAPITALIZATION; INTERESTS

 

3.1    Capital Contributions.

 

Prior to or concurrently with the execution of this Agreement, the Members have made the Capital Contributions as set forth in the Member Register attached hereto. On the date hereof, the Members own Interests in the class and the amounts set forth in the Member Register and have Percentage Interests in such class as set forth in the Member Register.  The amount of Interests and Percentage Interest shall be adjusted in the Member Register from time to time by the Board of Directors to the extent necessary to reflect accurately exchanges, redemptions, Capital Contributions, the issuance of additional Interests or similar events having an effect on a Member’s Percentage Interest occurring after the date hereof in accordance with the terms of this Agreement.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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3.2    Establishment and Determination of Capital Accounts

 

A capital account (“Capital Account”) shall be established for each Member on the books of the Company and maintained in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv). If any Interests (as defined herein) of a Member are Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent the Capital Account related to such transferred Interests.

 

3.3    Negative Capital Accounts.

 

Except as otherwise required by law, no Member shall be required to pay to the Company or any other Member any deficit or negative balance which may exist from time to time in such Member’s Capital Account.

 

3.4    Company Capital.

 

No Member shall be paid interest on any Capital Contribution to the Company or on such Member’s Capital Account, and no Member shall have any right (a) to demand the return of such Member’s Capital Contribution or any other distribution from the Company (whether upon resignation, withdrawal or otherwise), except to the extent provided in Article 9 or Section 3.6.6 or (b) to cause a partition of the Company’s assets. For the avoidance of doubt, nothing in this Section 3.4 shall be construed to override or contradict other rights to dividend accrual, distributions or redemption payments expressly provided in this Agreement.

 

3.5    Loans by Members.

 

No Member, as such, shall be required to lend any funds to the Company. Any Member may, with the approval of the Board of Directors, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.

 

3.6    Interests.

 

3.6.1        Authorized Interests. The ownership interests of the Members in the Company are represented by “Interests”, including all benefits and rights to which the Members holding such Interests are entitled as provided in this Agreement or under the Act, including, without limitation, the right to receive distributions, allocations of profits and losses and to vote, together with all obligations of such Members holding such Interests to comply with the terms and provisions of this Agreement. On the date hereof, the Company is authorized to issue two classes of Interests designated as “Preferred Interests” and “Common Interests” with the relative rights, benefits and obligations thereof as set forth in this Agreement.

 

3.6.2        Authorization and Issuance of Interests. Subject to any Member approval required by this Agreement (including Section 12.1) and subject to compliance with Section 12.5, the Board of Directors may, in accordance with the provisions hereof, issue Interests in addition to those issued as of the date hereof and to fix and determine the relative rights, preferences, powers, privileges and restrictions of such Interests. The Board of Directors may, in accordance with the provisions hereof, determine the Capital Contribution, if any, required to be made for such newly issued Interests. Upon admission of an Additional Member, or increase or decrease in the Interest held by an existing Member, in accordance with this Agreement, the respective Interests of the other Members will be reduced or increased on a pro rata basis based on their respective ownership of Interests at the time of such admission or increase or decrease, as applicable.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

16
 

 

3.6.3        NAV CANADA Financing. Notwithstanding anything in this Agreement to the contrary:

 

3.6.3.1              Second NAV CANADA Tranche Financing.

 

3.6.3.1.1        Within five (5) Business Days of [***] written certification to NAV CANADA US Subsidiary that all of the Second NAV CANADA Tranche Financing Conditions that have not been waived by NAV CANADA US Subsidiary have been satisfied, NAV CANADA US Subsidiary shall purchase the Second NAV CANADA Tranche Financing Interest for the Second NAV CANADA Tranche Financing Amount, without further approval by the Board of Directors or any Member; provided that NAV CANADA US Subsidiary shall not be obligated to purchase the Second NAV CANADA Tranche Financing Interest unless (a) NAV CANADA US Subsidiary concurs that the Second NAV CANADA Tranche Financing Conditions have been satisfied in manner, form and substance reasonably satisfactory to NAV CANADA US Subsidiary, and/or waives, in its sole discretion, any Second NAV CANADA Tranche Financing Conditions that have not been so satisfied, (b) the applicable certifications are delivered on or after the Second NAV CANADA Tranche Financing Target Date, and (c) the applicable certifications are delivered no later than the Second NAV CANADA Tranche Financing Final Tranche Date.

 

3.6.3.1.2        In the event that the Second NAV CANADA Tranche Financing Conditions have not been satisfied by the Second NAV CANADA Tranche Financing Final Tranche Date, NAV CANADA US Subsidiary will, at its sole option and upon written notice to the Company that NAV CANADA US Subsidiary does not intend to fund the Second NAV CANADA Tranche Financing, be relieved of any obligation to fund the Second NAV CANADA Tranche Financing and any subsequent NAV CANADA Financing, and if NAV CANADA US Subsidiary delivers such written notice to the Company, NAV CANADA US Subsidiary shall thereafter have no right or obligation to purchase additional Interests in a NAV CANADA Financing or a Contingent Financing (it being understood that NAV CANADA US Subsidiary’s delivery of such notice, or any deemed delivery of such notice, shall not prevent (i) NAV CANADA US Subsidiary from exercising any preemptive rights pursuant to Section 12.5 or any rights pursuant to Section 12.1 (except as otherwise specifically provided for in Section 12.1) or (ii) NAV CANADA Director from exercise any approval or veto rights under Section 6.12 (except as otherwise specifically provided for in Section 6.12)). In the event that the Second NAV CANADA Tranche Financing Conditions have not been satisfied by the Second NAV CANADA Tranche Financing Final Tranche Date and NAV CANADA US Subsidiary has not delivered the foregoing notice within fifteen (15) Business Days of the Second NAV CANADA Tranche Financing Final Tranche Date, then such notice shall be deemed delivered to the Company and NAV CANADA US Subsidiary shall thereafter have no right or obligation to purchase additional Interests in a NAV CANADA Financing or a Contingent Financing.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

17
 

 

3.6.3.1.3        The Company and Iridium shall use commercially reasonable efforts to ensure the satisfaction of the Second NAV CANADA Tranche Financing Conditions set forth above by the specified Second NAV CANADA Tranche Financing Target Dates, and in no event later than the Second NAV CANADA Tranche Financing Final Tranche Date. NAV CANADA US Subsidiary and NAV CANADA shall use commercially reasonable efforts to perform any tasks expressly or reasonably required to be performed by NAV CANADA US Subsidiary or NAV CANADA in connection with the completion of such Second NAV CANADA Tranche Financing Conditions. NAV CANADA US Subsidiary, NAV CANADA, Iridium and the Company agree to work together in good faith to attempt to complete all other operational and contractual objectives required for successful completion of the Second NAV CANADA Tranche Financing Conditions.

 

3.6.3.2              Third NAV CANADA Tranche Financing.

 

3.6.3.2.1        Within five (5) Business Days of [***] written certification to NAV CANADA US Subsidiary that all of the Third NAV CANADA Tranche Financing Conditions that have not been waived by NAV CANADA US Subsidiary have been satisfied, NAV CANADA US Subsidiary shall purchase the Third NAV CANADA Tranche Financing Interest for the Third NAV CANADA Tranche Financing Amount, without further approval by the Board of Directors or any Member; provided that NAV CANADA US Subsidiary shall not be obligated to purchase the Third NAV CANADA Tranche Financing Interest unless (a) NAV CANADA US Subsidiary concurs that the Third NAV CANADA Tranche Financing Conditions have been satisfied in manner, form and substance reasonably satisfactory to NAV CANADA US Subsidiary, and/or waives, in its sole discretion, any Third NAV CANADA Tranche Financing Conditions that have not been so satisfied, (b) the applicable certifications are delivered on or after the Third NAV CANADA Tranche Financing Target Date, and (c) the applicable certifications are delivered no later than the Third NAV CANADA Tranche Financing Final Tranche Date.

 

3.6.3.2.2        In the event that the Third NAV CANADA Tranche Financing Conditions have not been satisfied by the Third NAV CANADA Tranche Financing Final Tranche Date, NAV CANADA US Subsidiary will, at its sole option and upon written notice to the Company that NAV CANADA US Subsidiary does not intend to fund the Third NAV CANADA Tranche Financing, be relieved of any obligation to fund the Third NAV CANADA Tranche Financing and any subsequent NAV CANADA Financing, and if NAV CANADA US Subsidiary delivers such written notice to the Company, NAV CANADA US Subsidiary shall thereafter have no right or obligation to purchase additional Interests in a NAV CANADA Financing or a Contingent Financing (it being understood that NAV CANADA US Subsidiary’s delivery of such notice, or any deemed delivery of such notice, shall not prevent (i) NAV CANADA US Subsidiary from exercising any preemptive rights pursuant to Section 12.5 or any rights pursuant to Section 12.1 (except as otherwise specifically provided for in Section 12.1) or (ii) NAV CANADA Director from exercise any approval or veto rights under Section 6.12 (except as otherwise specifically provided for in Section 6.12)). In the event that the Third NAV CANADA Tranche Financing Conditions have not been satisfied by the Third NAV CANADA Tranche Financing Final Tranche Date and NAV CANADA US Subsidiary has not delivered the foregoing notice within fifteen (15) Business Days of the Third NAV CANADA Tranche Financing Final Tranche Date, then such notice shall be deemed delivered to the Company and NAV CANADA US Subsidiary shall thereafter have no right or obligation to purchase additional Interests in a NAV CANADA Financing or a Contingent Financing.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

18
 

 

3.6.3.2.3        The Company and Iridium shall use commercially reasonable efforts to ensure the satisfaction of the Third NAV CANADA Tranche Financing Conditions set forth above by the specified Third NAV CANADA Tranche Financing Target Dates, and in no event later than the Third NAV CANADA Tranche Financing Final Tranche Date. NAV CANADA US Subsidiary and NAV CANADA shall use commercially reasonable efforts to perform any task expressly or reasonably required to be performed by NAV CANADA US Subsidiary or NAV CANADA in connection with the completion of such Third NAV CANADA Tranche Financing Conditions. NAV CANADA US Subsidiary, NAV CANADA, Iridium and the Company agree to work together in good faith to attempt to complete all other operational and contractual objectives required for successful completion of the Third NAV CANADA Tranche Financing Conditions.

 

3.6.3.3              Fourth NAV CANADA Tranche Financing.

 

3.6.3.3.1        Within five (5) Business Days of [***] written certification to NAV CANADA US Subsidiary that all of the Fourth NAV CANADA Tranche Financing Conditions that have not been waived by NAV CANADA US Subsidiary have been satisfied, NAV CANADA US Subsidiary shall purchase the Fourth NAV CANADA Tranche Financing Interest for the Fourth NAV CANADA Tranche Financing Amount, without further approval by the Board of Directors or any Member; provided that NAV CANADA US Subsidiary shall not be obligated to purchase the Fourth NAV CANADA Tranche Financing Interest unless (a) NAV CANADA US Subsidiary concurs that the Fourth NAV CANADA Tranche Financing Conditions have been satisfied in manner, form and substance reasonably satisfactory to NAV CANADA US Subsidiary, and/or waives, in its sole discretion, any Fourth NAV CANADA Tranche Financing Conditions that have not been so satisfied, (b) the applicable certifications are delivered on or after the Fourth NAV CANADA Tranche Financing Target Date, and (c) the applicable certifications are delivered no later than the Fourth NAV CANADA Tranche Financing Final Tranche Date.

 

3.6.3.3.2        In the event that the Fourth NAV CANADA Tranche Financing Conditions have not been satisfied by the Fourth NAV CANADA Tranche Financing Final Tranche Date, NAV CANADA US Subsidiary will, at its sole option and upon written notice to the Company that NAV CANADA US Subsidiary does not intend to fund the Fourth NAV CANADA Tranche Financing, be relieved of any obligation to fund the Fourth NAV CANADA Tranche Financing and any subsequent NAV CANADA Financing, and if NAV CANADA US Subsidiary delivers such written notice to the Company, NAV CANADA US Subsidiary shall thereafter have no right or obligation to purchase additional Interests in a NAV CANADA Financing or a Contingent Financing (it being understood that NAV CANADA US Subsidiary’s delivery of such notice, or any deemed delivery of such notice, shall not prevent (i) NAV CANADA US Subsidiary from exercising any preemptive rights pursuant to Section 12.5 or any rights pursuant to Section 12.1 (except as otherwise specifically provided for in Section 12.1) or (ii) NAV CANADA Director from exercise any approval or veto rights under Section 6.12 (except as otherwise specifically provided for in Section 6.12)). In the event that the Fourth NAV CANADA Tranche Financing Conditions have not been satisfied by the Fourth NAV CANADA Tranche Financing Final Tranche Date and NAV CANADA US Subsidiary has not delivered the foregoing notice within fifteen (15) Business Days of the Fourth NAV CANADA Tranche Financing Final Tranche Date, then such notice shall be deemed delivered to the Company and NAV CANADA US Subsidiary shall thereafter have no right or obligation to purchase additional Interests in a NAV CANADA Financing or a Contingent Financing.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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3.6.3.3.3        The Company and Iridium shall use commercially reasonable efforts to ensure the satisfaction of the Fourth NAV CANADA Tranche Financing Conditions set forth above by the specified Fourth NAV CANADA Tranche Financing Target Dates, and in no event later than the Fourth NAV CANADA Tranche Financing Final Tranche Date. NAV CANADA US Subsidiary and NAV CANADA shall use commercially reasonable efforts to perform any task expressly or reasonably required to be performed by NAV CANADA US Subsidiary or NAV CANADA in connection with the completion of such Fourth NAV CANADA Tranche Financing Conditions. NAV CANADA US Subsidiary, NAV CANADA, Iridium and the Company agree to work together in good faith to attempt to complete all other operational and contractual objectives required for successful completion of the Fourth NAV CANADA Tranche Financing Conditions.

 

3.6.3.4              Fifth NAV CANADA Tranche Financing.

 

3.6.3.4.1        Within five (5) Business Days of [***] written certification to NAV CANADA US Subsidiary that all of the Fifth NAV CANADA Tranche Financing Conditions that have not been waived by NAV CANADA US Subsidiary have been satisfied, NAV CANADA US Subsidiary shall purchase the Fifth NAV CANADA Tranche Financing Interest for the Fifth NAV CANADA Tranche Financing Amount, without further approval by the Board of Directors or any Member; provided that NAV CANADA US Subsidiary shall not be obligated to purchase the Fifth NAV CANADA Tranche Financing Interest unless (a) NAV CANADA US Subsidiary concurs that the Fifth NAV CANADA Tranche Financing Conditions have been satisfied in manner, form and substance reasonably satisfactory to NAV CANADA US Subsidiary, and/or waives, in its sole discretion, any Fifth NAV CANADA Tranche Financing Conditions that have not been so satisfied, (b) the applicable certifications are delivered on or after the Fifth NAV CANADA Tranche Financing Target Date, and (c) the applicable certifications are delivered no later than the Fifth NAV CANADA Tranche Financing Final Tranche Date.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

20
 

 

3.6.3.4.2        In the event that the Fifth NAV CANADA Tranche Financing Conditions have not been satisfied by the Fifth NAV CANADA Tranche Financing Final Tranche Date, NAV CANADA US Subsidiary will, at its sole option and upon written notice to the Company that NAV CANADA US Subsidiary does not intend to fund the Fifth NAV CANADA Tranche Financing, be relieved of any obligation to fund the Fifth NAV CANADA Tranche Financing and any subsequent NAV CANADA Financing, and if NAV CANADA US Subsidiary delivers such written notice to the Company, NAV CANADA US Subsidiary shall thereafter have no right or obligation to purchase additional Interests in a NAV CANADA Financing or a Contingent Financing (it being understood that NAV CANADA US Subsidiary’s delivery of such notice, or any deemed delivery of such notice, shall not prevent (i) NAV CANADA US Subsidiary from exercising any preemptive rights pursuant to Section 12.5 or any rights pursuant to Section 12.1 (except as otherwise specifically provided for in Section 12.1) or (ii) NAV CANADA Director from exercise any approval or veto rights under Section 6.12 (except as otherwise specifically provided for in Section 6.12)). In the event that the Fifth NAV CANADA Tranche Financing Conditions have not been satisfied by the Fifth NAV CANADA Tranche Financing Final Tranche Date and NAV CANADA US Subsidiary has not delivered the foregoing notice within fifteen (15) Business Days of the Fifth NAV CANADA Tranche Financing Final Tranche Date, then such notice shall be deemed delivered to the Company and NAV CANADA US Subsidiary shall thereafter have no right or obligation to purchase additional Interests in a NAV CANADA Financing or a Contingent Financing.

 

3.6.3.4.3        The Company and Iridium shall use commercially reasonable efforts to ensure the satisfaction of the Fifth NAV CANADA Tranche Financing Conditions set forth above by the specified Fifth NAV CANADA Tranche Financing Target Dates, and in no event later than the Fifth NAV CANADA Tranche Financing Final Tranche Date. NAV CANADA US Subsidiary and NAV CANADA shall use commercially reasonable efforts to perform any task expressly or reasonably required to be performed by NAV CANADA US Subsidiary or NAV CANADA in connection with the completion of such Fifth NAV CANADA Tranche Financing Conditions. NAV CANADA US Subsidiary, NAV CANADA, Iridium and the Company agree to work together in good faith to attempt to complete all other operational and contractual objectives required for successful completion of the Fifth NAV CANADA Tranche Financing Conditions.

 

3.6.3.4.4        NAV CANADA hereby fully, irrevocably, absolutely and unconditionally guarantees, for the benefit of the Company, the prompt and complete payment and performance by NAV CANADA US Subsidiary of its obligations when due under this Agreement and the NAV CANADA Subscription Agreement (collectively, the “NAV CANADA US Subsidiary Obligations”) in accordance with the terms hereof. This guaranty shall be a full, unconditional, irrevocable, absolute and continuing guaranty of payment and performance of the obligations of NAV CANADA US Subsidiary. If NAV CANADA US Subsidiary fails to perform any NAV CANADA US Subsidiary Obligations requiring payment, in whole or in part, when such NAV CANADA US Subsidiary Obligations are due, NAV CANADA shall promptly pay such NAV CANADA US Subsidiary Obligations in lawful money of the United States. NAV CANADA shall pay such amount within five (5) Business Days of receipt of demand for payment from the Company. The Company may enforce their rights under this guaranty without first suing NAV CANADA US Subsidiary or joining NAV CANADA US Subsidiary in any suit against NAV CANADA, or enforcing any rights and remedies against NAV CANADA US Subsidiary or otherwise pursuing or asserting any claims or rights against NAV CANADA US Subsidiary or any other Person or entity or any of its or their property which may also be liable with respect to the matters for which NAV CANADA is liable hereunder.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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3.6.4        Contingent Financing. Notwithstanding anything in this Agreement to the contrary, if, at any time, and from time to time, prior to any written notice from NAV CANADA US Subsidiary of its election not to fund any NAV CANADA Financing in accordance with the terms of Section 3.6.3, the Company’s Board of Directors determines that it is in the best interest of the Company to obtain bridge financing, then (i) the Company may obtain such bridge financing [***] (“Contingent Financing Option A”), or (ii) if the Company is unable to obtain Contingent Financing Option A after the use of commercially reasonable efforts to obtain such Contingent Financing Option A, then [***] (“Contingent Financing Option B”; together with Contingent Financing Option A, collectively or individually, a “Contingent Financing”).

 

3.6.5        Iridium Financing. On or prior to the date of the Second NAV CANADA Tranche Financing, Iridium shall make a capital contribution in an amount equal to $5,000,000 (the “Iridium Financing”), without further approval by the Board of Directors or any Member. The Iridium Financing shall increase Iridium’s capital account but Iridium shall not receive any additional Interest for the Iridium Financing.

 

3.6.6        Mandatory Redemptions.

 

3.6.6.1              The Company shall be obligated to redeem each Redeemable Interest (the “Mandatory Redemption”) as follows:

 

3.6.6.1.1        to the extent it may lawfully do so, the Company shall redeem for cash all of the Redeemable Interests in three (3) annual installments beginning on the eighth anniversary of the date of this Agreement (November 19, 2020), and ending on the date two (2) years from such first redemption date (each a “Scheduled Redemption Date”). The Company shall effect such redemptions on (i) the first Scheduled Redemption Date by paying cash for one-third of the recipient Member’s Redeemable Interest equal to one-third of the sum of (a) the recipient Member’s Unreturned Capital plus (b) any Unpaid Dividends of the recipient Member attributable to such Member’s Redeemable Interest, as of such Scheduled Redemption Date, (ii) the second Scheduled Redemption Date by paying cash for one-half of the recipient Member’s remaining Redeemable Interest equal to one-half of the sum of (a) the recipient Member’s remaining Unreturned Capital plus (b) any remaining Unpaid Dividends of the recipient Member attributable to such Member’s remaining Redeemable Interest, as of such Scheduled Redemption Date, and (iii) the third Scheduled Redemption Date by paying cash for the recipient Member’s remaining Redeemable Interest equal to the sum of (a) the recipient Member’s remaining Unreturned Capital plus (b) any remaining Unpaid Dividends of the recipient Member attributable to such Member’s remaining Redeemable Interest, as of such Scheduled Redemption Date. At least thirty (30) days but no more than sixty (60) days prior to the first Scheduled Redemption Date, the Company shall send a notice (a “Scheduled Redemption Notice”) to all holders of Redeemable Interests setting forth (A) the Redemption Price payable for such Redeemable Interest; and (B) the manner in which such holders will receive the Redemption Price; or

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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3.6.6.1.2        upon the occurrence of a Trigger Event, the Company shall redeem for cash all of the Redeemable Interests on or prior to the second (2nd) Business Day after the occurrence of a Trigger Event (such date, the “Mandatory Redemption Date” and each of the Mandatory Redemption Date or a Scheduled Redemption Date, as applicable, a “Redemption Date”). The Company shall effect such redemption on the Mandatory Redemption Date by paying cash for all of the recipient Member’s Redeemable Interest equal to the sum of (a) the recipient Member’s Unreturned Capital plus (b) any Unpaid Dividends of the recipient Member attributable to such Member’s Redeemable Interest, as of the Mandatory Redemption Date,

 

3.6.6.2              The total amount to be paid for each Redeemable Interest is hereinafter referred to as the “Redemption Price” for such Redeemable Interest. The relative dollar amounts paid to each Member participating in the Mandatory Redemption shall be proportionate to the aggregate Redemption Price owed to each such Member.

 

3.6.6.3              On a Redemption Date, the Company shall pay the applicable Redemption Price to the Members holding Redeemable Interests.

 

3.6.6.4              If the assets of the Company available for redemption of the applicable Redeemable Interests by law or otherwise on the applicable Redemption Date are insufficient to redeem the applicable Redeemable Interests on the applicable Redemption Date, the holders of such Redeemable Interests shall share ratably in any assets available by law or otherwise for redemption of the Redeemable Interests in proportion to the amounts that would be payable with respect to the Percentage Interest owned by them if the Redeemable Interests to be so redeemed on such Redemption Date were redeemed in full. The Company shall in good faith use all reasonable efforts as expeditiously as possible to eliminate, or obtain an exception, waiver or exemption from, any and all restrictions under applicable law or otherwise that prevented the Company from paying any portion of the Redemption Price and redeeming all of the outstanding Redeemable Interests. At any time thereafter when additional funds of the Company are available by law for the redemption of the Redeemable Interests, such funds will be used, as soon as they become available, to redeem the balance of such Redeemable Interests to be so redeemed in accordance with the terms hereof or such portion thereof for which funds are available, on the basis set forth above. If funds are not available by law or otherwise for the payment in full of the Redemption Price for the Redeemable Interests to be so redeemed on the Redemption Date, then the Company shall be obliged to make such partial redemption so that the number of Redeemable Interests held by each holder shall be reduced in an amount that shall bear the same ratio to the actual number of Redeemable Interests required to be redeemed on such Redemption Date as the number of Redeemable Interests then held by such holder bears to the aggregate number of shares of Redeemable Interests then outstanding. If the Company fails to redeem the Redeemable Interests and pay the full Redemption Price for which redemption is required, then during the period from the Redemption Date through the date on which such Interests that the Company failed to redeem on the Redemption Date are actually redeemed and full payment of Redemption Price is made, Accrued Dividends on such unredeemed Interests shall continue to accrue and be cumulative as specified herein.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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3.6.6.5              The Redemption Price of each Redeemable Interest shall be payable to the order of the person whose name appears on Schedule A attached hereto as the owner thereof. From and after the first Redemption Date, all rights of the holders of such Redeemable Interests (except the right to receive the Redemption Price (without interest)) shall cease and terminate with respect to such Redeemable Interests; provided that in the event that any applicable Redemption Price for a particular Redeemable Interest is not paid in full when due, as a result of a Redemption Price Non-Payment Event, the rights of the holder of such Redeemable Interest shall continue (including any entitlement to Accrued Dividends, if any) as to a ratable portion of such Redeemable Interest, which (as of any particular time) shall be equal to the product of such Redeemable Interest multiplied by a fraction, the numerator of which is that portion of the aggregate Redemption Price for such Redeemable Interest which has not been paid in full, and the denominator of which is the aggregate Redemption Price for such Redeemable Interest.

 

3.6.6.6              For the avoidance of doubt and notwithstanding anything to the contrary set forth in this Agreement, the obligation of the Company to pay the applicable Redemption Price on a Redemption Date shall not be affected by the fact that the Hosting Cost Reimbursements have not been paid in full or any default, deferral or failure of payment of Hosting Cost Reimbursements exists or has occurred under the Hosting Cost Reimbursement Agreement.

 

3.6.7        Incentive Plan. Subject to approval by the Members holding Preferred Interests pursuant to Section 12.1, the Board of Directors may be authorized to create an incentive plan pursuant to which the Chief Executive Officer, subject to prior approval by the Board of Directors pursuant to Section 6.12.1.17, may grant non-voting, participation or profit sharing rights of the Company’s appreciated value to employees, directors and other service providers of the Company, subject to such vesting and other restrictions as the Board of Directors may deem appropriate (all such rights, “Participation Rights”). In no event shall any Participation Rights or other rights under such plan constitute Interests, Interest Equivalents or other equity of the Company.

 

3.6.8        Revision of Member Register upon Issuance of New Interests. When new Interests are issued as permitted by the terms of this Agreement, the Member Register shall be updated by the Board of Directors in accordance with the terms hereof to reflect such issuance.

 

3.6.9        Interest Certificates. The Interests shall be uncertificated.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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Article 4             
DISTRIBUTIONS; ALLOCATIONS OF PROFITS AND LOSSES

 

4.1 Distributions and Payments.

 

4.1.1        Distributions of Available Cash. Subject to the terms of this Agreement, if approved by the Board of Directors in accordance with Section 6.12.1, the Board of Directors shall cause the Company to distribute Available Cash with respect to a fiscal quarter or such shorter period of time as determined by the Board of Directors from time to time to the Members. Except as otherwise provided in Section 4.1.3, any such distributions of Available Cash shall be made to the Members in the following manner and priority:

 

4.1.1.1              First, to the Members holding Preferred Interests in proportion to their respective Unpaid Dividends, if any, until all Unpaid Dividends as of such date have been paid.

 

4.1.1.2              Then, to the Members holding Common Interests in proportion to their respective Percentage Interests as of the time of such distribution.

 

4.1.1.3              Notwithstanding anything to the contrary set forth herein, except pursuant to Section 4.1.2, in no event shall the Company make any distributions on any Common Interest prior to January 1, 2016.

 

4.1.2        Liquidation Event Distributions. After satisfaction or discharge of all the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in the Liquidation Event and setting aside any reserves needed for contingent or deferred liabilities all as determined by the Board of Directors in accordance with Section 12), the remaining proceeds of a Liquidation Event available for distribution to the Members shall be distributed amongst the Members in the following manner and priority:

 

4.1.2.1              First, to the Members holding Preferred Interests in proportion to their respective Percentage Interests until each Member’s Unpaid Dividend, as of such date of distribution, is zero.

 

4.1.2.2              Then, to the Members holding Preferred Interests in proportion to their respective Percentage Interests, until each Member’s Unreturned Capital is zero.

 

4.1.2.3              Then, to the Members holding Common Interests in proportion to their respective Percentage Interests as of the time of such distribution.

 

4.1.3        Limitations on Distributions; Special Rules. Notwithstanding any other provision of this Agreement:

 

4.1.3.1              No distribution (including distributions in redemption of Interests or upon Dissolution) shall be made to any Member to the extent that, after giving effect to the distribution, all liabilities of the Company (other than liabilities to Members on account of their Interests) would exceed the fair market value of the Company’s assets.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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4.1.3.2              In the event an Additional Member is admitted to the Company after the beginning of any particular fiscal period (including the beginning of a month), the Board of Directors may, in its sole discretion, allow such Additional Member to participate in all distributions attributable to such fiscal period, including distributions made prior to such Additional Member’s admission to the Company. The Board of Directors may effectuate such participation in whatever manner they deem appropriate, including, without limitation, by specially allocating subsequent distributions away from existing Members to such Additional Member, or by holding back a portion of prior distributions in anticipation of an Additional Member’s admission, and then making a special distribution of such held-back amounts solely to the Additional Member.

 

4.1.3.3              To the extent that the Board determines to distribute property in-kind, either pursuant to Section 4.1.1 or 4.1.2, such property’s fair market value shall be determined by the Board of Directors in good faith and any distribution which includes such in-kind property shall be apportioned in a manner such that the recipients of such distribution receive a proportionate share (based on the relative dollar amounts distributable to each such recipient in such distribution) of any cash and of the relative fair market value of each class or type of in-kind property constituting a part of such distribution, unless a different apportionment is agreed by each Member participating in such distribution. The value of such non-cash proceeds shall be equal to the fair market value of the non-cash proceeds at the time of the distribution as determined in good faith by the Board.

 

4.1.3.4              Except as otherwise provided in Section 5.4.5, the holder of a Common Interest which was formerly a Preferred Interest shall not be entitled to any adjustments in respect of previous distributions on Common Interests, and shall share only in such Member’s Common Interest percentage of any distributions made pursuant to Section 4.1.1.2 and 4.1.2.3 after such Member makes the Conversion Election.  The apportionment of any particular distribution made pursuant to Section 4.1.1.2 or 4.1.2.3 will be based on the Members’ respective Percentage Interest in Common Interest at the time of such distribution, regardless of whether a Member’s previous Percentage Interest in Common Interest was lower or higher.

 

4.1.3.5              Notwithstanding anything to the contrary herein, no Preferred Interest shall be entitled to receive distributions under both Section 4.1.2.2 and 4.1.2.3. Except as provided in Section 4.1.1.3, if a Preferred Interest is still eligible for a Conversion Election as of the date of a distribution pursuant to such Sections, the holder of such Preferred Interest shall be required to choose between (i) making a Conversion Election and receiving distributions (if any) pursuant to Section 4.1.2.3, and (ii) not making a Conversion Election and receiving distributions (if any) pursuant to Section 4.1.2.2.

 

4.1.3.6              For the avoidance of doubt, the Company’s obligation to pay any Unpaid Dividends pursuant to Section 5.4.4 shall have priority over any distribution pursuant to Section 4.1.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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4.2    Allocation of Profits and Losses.

 

After applying Section 4.3, the Company's Net Profit and Net Loss (and, if determined by the Board in consultation with the Company’s tax advisors, individual component items thereof) for any Accounting Period shall be allocated among the Members in such a manner that, as of the end of such Accounting Period and to the extent possible with respect to each Member, each Member’s Adjusted Capital Account shall be equal to the respective net amounts, positive or negative, which would be distributed to them or for which they would be liable to the Company under this Agreement, determined as if the Company were to: (A) liquidate all of the assets of the Company for an amount equal to their Book Value and (B) distribute the proceeds of such liquidation in the manner described in Section 4.1.2 of this Agreement.

 

4.3    Regulatory and Special Allocations.

 

Notwithstanding the provisions of Section 4.2, Net Profit, Net Loss and items thereof shall be allocated to the Members in the manner and to the extent required by the Treasury Regulations under Section 704 of the Code, including without limitation, the provisions thereof dealing with minimum gain chargebacks, partner minimum gain chargebacks, qualified income offsets, partnership nonrecourse deductions, partner nonrecourse deductions, forfeiture allocations, and the provisions dealing with deficit capital accounts in Sections 1.704-2(g)(1), 1.704-2(i)(5), and 1.704-1(b)(2)(ii)(d).

 

4.4    Tax Allocations; Code Section 704(c).

 

The income, gains, losses, deductions and expenses of the Company shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and expenses among such Member for computing their Capital Accounts, except that if any such allocation is not permitted by the Code or other applicable law, the Company’s subsequent income, gains, losses, deductions and expenses shall be allocated among the Members for tax purposes to the extent permitted by the Code and other applicable law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. Notwithstanding the previous sentence, such items shall be allocated among the Members in a different manner to the extent required by Code Section 704(c) and the Treasury Regulations thereunder (dealing with contributed property), Treasury Regulations Sections 1.704-1(b)(2)(iv)(f) (dealing with property having a book value different than its tax basis) and 1.704-1(b)(4)(ii) (dealing with tax credit items). The Members agree that, for purposes of Section 704(c) of the Code, (i) with respect to tax items attributable to property contributed to the Company on the Effective Date of this Agreement and having a book value different than its tax basis, the Company will use the “remedial method” as described in Treasury Regulations Section 1.704-3(d), and (ii) with respect to tax items attributable to any other book-tax differences (whether from property contributed to the Company in the future, or resulting from revaluations of Company property), the Company will use the “traditional method” as described in Treasury Regulations Section 1.704-3(b) unless the Board in its reasonable discretion directs the Company to use a method other than the traditional method. Allocations pursuant to this Section 4.4 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of profits, losses, other items or distributions pursuant to any provisions of this Agreement.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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4.5    Tax Payments.

 

If and to the extent the Company is required by law (as determined in good faith by the Board of Directors) to make payments with respect to any Member in amounts required to discharge any legal obligation of the Company owed to any governmental authority with respect to any federal, state or local tax liability of such Member arising as a result of such Member’s interest in the Company (“Tax Payments”), then such Member shall be required to promptly pay to the Company an amount of cash equal to such Tax Payments, and the Company shall be entitled to withhold such amount from distributions, redemption or sale proceeds payable to such Member in the event such Member fails to promptly make such payment to the Company.

 

Article 5
MEMBERS

 

5.1     Number.

 

The Company shall at all times have one or more Members, who shall constitute the “members” of the Company for all purposes of the Act.

 

5.2     Members’ Voting Rights.

 

Except as otherwise provided herein (including Section 12.1), the Board of Directors may, but shall have no duty to, consult with the Members as to matters concerning the Company and its business and may take the advice and counsel of the Members so consulted into account when making decisions and acting with respect to such matters.

 

5.3     Required Vote.

 

Subject to the other provisions contained herein, any action requiring the approval of the Members shall require the affirmative vote of a Majority-In-Interest of the Members in order to constitute the action of or approval by the Members. In the case of approval by the Members of a particular class of Interests, such approval shall require the affirmative vote of a Majority-In-Interest of the Members holding such class of Interests. Except as otherwise provided by law, any action or vote of the Members may be taken by a consent in writing setting forth the action or vote so taken and signed by Members holding the requisite Interests entitled to vote necessary to authorize or take such action.

 

5.4    Conversion Election. 

 

5.4.1        Optional Conversion Election. Subject to and in compliance with the provisions of this Section 5.4, any Member holding Preferred Interests may at any time and from time to time elect to convert all or a portion of such Member’s Preferred Interests into Common Interests (each, a “Conversion Election”). That portion of a Preferred Interest for which a Conversion Election is made shall, upon delivery of the notice described in Section 5.4.2, automatically become a Common Interest without further action on the part of the holder or the Company.

 

5.4.2        Exercise of Conversion Election Privilege. To make a Conversion Election, a Member shall give written or electronic notice (including email, provided the following language appears in the subject line of the email: “AIREON FORMAL CONVERSION ELECTION NOTICE”, and via facsimile transmission) of such election to the Company at the principal office of the Company. Such notice shall also specify the portion of such Member’s Interest with respect to which the Conversion Election applies. The date the Company receives such written or electronic notice shall be the “Election Date” for such Member’s Conversion Election. Such Conversion Election shall be deemed effective as of the Election Date.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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5.4.3        Mandatory Conversion Upon IPO. Subject to fulfilling the requirements set forth in Section 10.3, immediately prior to the initial public offering of the Company, all outstanding Preferred Interests shall convert into Common Interests (an “IPO Conversion”).

 

5.4.4        Treatment of Unpaid Dividends Upon Conversion Election. The Company will pay an electing Member’s Unpaid Dividend with respect to the portion of such Member’s Preferred Interest for which a Conversion Election or IPO Conversion, as applicable, is made within five (5) Business Days of such Member’s Conversion Election or IPO Conversion, as applicable; provided that if such payment by the Company would result in a default under the terms of any indebtedness of the Company or the Company is unable to pay such Accrued Dividends due to insufficient Available Cash, then such payment will be made within five (5) Business Days of the removal of such restriction, or the achievement of Available Cash, as applicable; provided that any such Unpaid Dividend shall accrue interest beginning on the 6th Business Day after such Member’s Conversion Election or IPO Conversion, as applicable, at a rate equal to the lesser of (i) LIBOR, plus three and one-half percent 3.5%, or (ii) six percent (6.0%), per annum until fully paid.

 

5.4.5        Certain Adjustments to Preferred Interests. The Preferred Interests shall also be subject to adjustment as follows:

 

5.4.5.1              If the Company shall at any time or from time to time, prior to conversion of any Preferred Interests (x) make a distribution on the outstanding Common Interests payable in Interests, (y) subdivide, split or combine the outstanding Common Interests (with no corresponding subdivision, split or combination of the Preferred Interests), or (z) issue any Interests in a reclassification or recapitalization of the Common Interest, then, and in each such case, the Preferred Interests shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the Members holding any Preferred Interest thereafter surrendered for conversion shall be entitled to receive the amount of Common Interests or other securities of the Company that such Member would have owned or would have been entitled to receive upon or by reason of any of the events described above, had such Preferred Interests been converted immediately prior to the occurrence of such event. An adjustment made pursuant to this Section 5.4.5.1 shall become effective retroactively (1) in the case of any such distribution, to a date immediately following the close of business on the record date for the determination of holders of Common Interest entitled to receive such distribution or (2) in the case of any such subdivision, split, combination, reclassification or recapitalization, to the close of business on the day upon which such action becomes effective.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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5.4.5.2              In case of any merger or consolidation of the Company (other than a Liquidation Event) or any capital reorganization, reclassification or other change of outstanding Interests, the Company shall execute and deliver to each Member holding Preferred Interests, at least ten (10) Business Days prior to effecting such transaction, a certificate signed by a duly authorized officer of the Company, stating that each such Member holding Preferred Interest shall have the right to receive in such transaction, in exchange for each Preferred Interest, a security identical to (or not less favorable than) the Preferred Interest, and provision shall be made therefor in the agreement, if any, relating to such transaction. Any certificate delivered pursuant to this Section 5.4.5.2 shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in other paragraphs of this Section 5.4.5.

 

5.4.5.3              If the Company at any time or from time to time, prior to the conversion of any Preferred Interests, shall take any action affecting the Common Interests similar to or having an effect similar to any of the actions described in the foregoing paragraphs of this Sections 5.4.5 (but not including any action described in any such paragraphs), and the Board of Directors in good faith determines that it would be equitable in the circumstances to adjust the Preferred Interests as a result of such action, then, and in each such case, the Preferred Interests shall be adjusted in such manner and at such time as the Board of Directors in good faith determines would be equitable in the circumstances (such determination to be evidenced in a resolution, a copy of which shall be delivered to the Members holding Preferred Interests). Upon any adjustment of the Preferred Interests, the Company shall, within a reasonable period (not to exceed ten (10) days) following the transactions giving rise to such adjustment, deliver to each Member holding Preferred Interests a certificate, signed by a duly authorized officer of the Company, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated and specifying the increased or decreased of the Preferred Interests then in effect following such adjustment.

 

5.5    Effect of Incapacity.

 

Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Member’s Interests and interest in capital and may, upon approval of the Board of Directors, become a Member. For purposes of this Section 5.5, “Incapacity” or “Incapacitated” means (i) with respect to a natural Person, the bankruptcy, death, incompetency or insanity of such individual, and (ii) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.

 

5.6    Representations and Warranties of Members and NAV CANADA.

 

5.6.1        Each Member hereby severally but not jointly represents and warrants to and acknowledges with the Company that:

 

5.6.1.1              such Member has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto;

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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5.6.1.2              such Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time;

 

5.6.1.3              such Member has sufficient funds and/or credit arrangements available to enable such Member to make the Capital Contributions contemplated by this Agreement;

 

5.6.1.4              such Member is acquiring interests in the Company for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof;

 

5.6.1.5              such Member is not relying upon any forecasts, models or projections relating to the Company or its financial or operating performance prepared by the Company or any person who purports to be acting on behalf of the Company in acquiring any Interests in the Company;

 

5.6.1.6              the interests in the Company have not been registered under the securities laws of any jurisdiction and cannot be disposed of unless they are subsequently registered and/or qualified under applicable securities laws and the provisions of this Agreement have been complied with;

 

5.6.1.7              the execution, delivery and performance of this Agreement have been duly authorized by such Member and do not require such Member to obtain any consent or approval that has not been obtained and do not contravene or result in a default under any provision of any law or regulation applicable to such Member or other governing documents or any agreement or instrument to which such Member is a party or by which such Member is bound; and

 

5.6.1.8              assuming due authorization, execution and delivery of the other parties hereto, this Agreement is valid, binding and enforceable against such Member in accordance with its terms.

 

5.6.2        NAV CANADA hereby represents and warrants to and acknowledges with the Company that:

 

5.6.2.1              NAV CANADA is duly organized and validly existing under the laws of Canada and has all requisite power and authority to carry on its business as now conducted, to own and use the properties owned and used by it and to enter into this Agreement;

 

5.6.2.2              NAV CANADA is solvent and no receiver or receiver and manager has been appointed over any part of its assets and no such appointment has been threatened;

 

5.6.2.3              NAV CANADA is not in liquidation or statutory management and no proceedings have been brought or threatened and no resolution has been passed or other step taken for the purposes of appointing a liquidator of NAV CANADA;

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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5.6.2.4              the execution, delivery and performance of this Agreement by NAV CANADA have been duly authorized by NAV CANADA and do not require NAV CANADA to obtain any consent or approval that has not been obtained and do not contravene or result in a default under any provision of any law or regulation applicable to NAV CANADA or other governing documents or any agreement, instrument or deed or any writ, order or injunction, or judgment to which NAV CANADA is a party or is subject or by which NAV CANADA is bound; and

 

5.6.2.5              assuming due authorization, execution and delivery of the other parties hereto, this Agreement is valid, binding and enforceable against NAV CANADA in accordance with its terms.

 

5.7    Investment Opportunities.

 

No Member shall have any obligation to offer investment opportunities to the Company or any other Member.

 

5.8    Confidentiality.

 

As to so much of the information and other material furnished under or in connection with this Agreement (whether furnished before, on or after the date hereof) as constitutes or contains confidential business, financial or other information of the Company or any subsidiary, each of the Members and the Company covenants for itself and its directors, managers, officers, members and partners, that it will not disclose (and will prevent its employees, counsel, accountants and other representatives from disclosing) such information except as authorized in writing in advance by the Board of Directors; provided, however, that each Member may disclose or deliver any information or other material disclosed to or received by it should such Member be advised by its counsel that such disclosure or delivery is required by law, regulation or judicial or administrative order. This obligation shall survive termination of this Agreement. The Members acknowledge that some or all Members may be subject to other written agreements with the Company concerning the confidentiality of proprietary information (a “Proprietary Information Agreement”). Each Member agrees to abide by any such Proprietary Information Agreement to which it is subject. Where the provisions of a Proprietary Information Agreement and this Section conflict, the Proprietary Information Agreement will control as to the obligations of the Member to which such Proprietary Information Agreement applies.

 

5.9    Noncompetition.

 

Each Member agrees (i) not to engage in competition with the Company and/or any of its Affiliates, either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, or member of any association or otherwise, in any phase of the Primary Business, and (ii) not to acquire, assume or participate in, directly or indirectly, any position, investment or interest in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates except for passive investments of 1% or less of the outstanding voting securities of a company listed on the NYSE, AMEX or Nasdaq National Market; provided, however, that notwithstanding anything to the contrary set forth herein, nothing in this Section 5.9 shall be deemed to restrict or prohibit NAV CANADA or NAV CANADA US Subsidiary from, directly or indirectly, (i) engaging in any activities pursuant to any agreement, contract or other arrangement which NAV CANADA, NAV CANADA US Subsidiary or any of their respective predecessor entity is a party to or bound by as of the date hereof or (ii) own, acquire, use and sell air traffic control surveillance data from radar, ADS-B and other technologies.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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5.10    Non-Solicitation.

 

Each Member agrees not to, directly or through others, solicit or attempt to solicit any employee, consultant, or independent contractor of the Company to terminate their relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity; provided that no Member shall be restricted from (i) making any general solicitation for employment that is not specifically directed at any such employee, consultant, or independent contractor, (ii) hiring any such employee, consultant, or independent contractor who responds to any such general solicitation (including by a bona fide search firm), or (iii) hiring any former employee, consultant, or independent contractor of the Company who has been terminated by the Company or any of its subsidiaries prior to commencement of employment discussions between such Member and such person.

 

5.11    Meetings.

 

5.11.1    Place of Meetings. Meetings of the Members shall be held at such place, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors in the sole discretion of the Board of Directors.

 

5.11.2    Annual Meeting. The Board of Directors may elect to hold annual meetings of Members and shall have the authority to determine, in the sole discretion of the Board of Directors, which business shall be conducted at such meetings, including whether any matters will be submitted to a vote of Members.

 

5.11.3    Special Meetings.

 

5.11.3.1          Special meetings of the Members may be called, for any purpose or purposes, by the Board of Directors, and shall be held at such place, on such date, and at such time as the Board of Directors shall fix.

 

5.11.4    Notice of Meetings. Except as otherwise provided by law, written notice of each meeting of Members shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each Member entitled to vote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting of Members may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any Member by his attendance thereat in person or by proxy, except when the Member attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any Member so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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5.11.5    Quorum. At all meetings of Members, except where otherwise provided by statute or by the Certificate, or by this Agreement, the presence, in person or by proxy duly authorized, of a Majority-In-Interest of the Members in each class of Interests having the right to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of Members may be adjourned, from time to time in accordance with Section 5.11.6, but no other business shall be transacted at such meeting; provided, however, that if any meeting of the Members is adjourned or cancelled from failure to constitute a quorum, then such meeting shall be rescheduled in accordance with this Agreement to a date not less than five (5) nor more than fifteen (15) days after the originally scheduled meeting, and in this case, the Members agree that the number of Members who are present at such meeting shall constitute a quorum for all purposes. The Members present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum.

 

5.11.6    Adjournment and Notice of Adjourned Meetings. Any meeting of Members, whether annual or special, may be adjourned from time to time either by the Board of Directors or by the vote of a majority of the Interests casting votes, excluding abstentions. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record entitled to vote at the meeting.

 

5.11.7    Action Without Meeting.

 

5.11.7.1          Unless otherwise provided in the Certificate, any action required by statute to be taken at any annual or special meeting of the Members, or any action which may be taken at any annual or special meeting of the Members, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding Interests having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Interests entitled to vote thereon were present and voted.

 

5.11.8    Conduct of Meetings. The Board of Directors shall be entitled to make such rules or regulations for the calling and conduct of meetings of Members as the Board of Directors shall deem necessary, appropriate or convenient.

 

5.12    Admission of Additional Members

 

Subject to the terms of this Agreement, any Person may become an Additional Member of the Company by (A) the purchase of new Interests issued as permitted by the terms of this Agreement for such consideration as the Board of Directors shall determine in accordance with the terms of this Agreement or (B) the purchase of Interests of another Member in accordance with the terms of this Agreement. Each Additional Member shall: (i) agree to be bound by the provisions of this Agreement; (ii) execute and deliver such documents as the Board of Directors deem appropriate in connection therewith; and (iii) with respect to a purchase of new Interests pursuant to clause (A) of this Section 5.12, contribute to the Company the agreed upon Capital Contribution in exchange for the Interests purchased by such Additional Member.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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5.12.1    Admission. Each Additional Member shall have all the rights and obligations of a Member holding the Interests purchased by such Additional Member as specified on the Member Register. The admission of Additional Members shall not be a cause for dissolution of the Company. Upon the admission of any Additional Members pursuant to this Section 5.12, the Member Register shall be appropriately amended.

 

5.13    Rights to Information.

 

Members shall have the right to receive from the Chief Executive Officer, upon request, a copy of the Certificate and of this Agreement, as amended from time to time, and such other information regarding the Company as is required by the Act, subject to reasonable conditions and standards established by the Board of Directors or Chief Executive Officer as permitted by the Act, which may include, without limitation, withholding of, or restrictions on, the use of confidential information.

 

5.14    Iridium Undertaking; Suspension of Iridium Payments.

 

5.14.1    For so long as the Iridium Credit Agreement continues in effect and the Company is a “Subsidiary” (as defined in the Iridium Credit Agreement) of Iridium, Iridium shall, and shall cause its subsidiaries and Affiliates to, cause the Company (x) not to be subject to or become a guarantor under the Iridium Credit Agreement or (y) for so long as the Company is a “Subsidiary” (as defined in the Iridium Credit Agreement) of Iridium, to be an Excluded Company. Promptly after (and in no event later than the immediately following Business Day after) becoming aware of any actions, facts, conditions, circumstances or changes that would reasonably be expected to result in the Company (i) becoming subject to or a guarantor under the Iridium Credit Agreement or (ii) for so long as the Company is a “Subsidiary” (as defined in the Iridum Credit Agreement) of Iridium, ceasing to be an Excluded Company, Iridium shall deliver written notice to the Company and NAV CANADA US Subsidiary (the “Trigger Event Notice”) setting forth in reasonable detail any such actions, facts, conditions, circumstances or changes.

 

5.14.2    Commencing upon the occurrence of the Trigger Event, the Company shall not make, and Iridium acknowledges, confirms and agrees that it shall not demand, receive or accept from the Company, directly or indirectly, any payment to Iridium or any of its Affiliates of any nature, whether as distributions, dividends, Hosting Cost Reimbursements or other fees or compensation pursuant to any agreement, arrangement or otherwise, until all applicable Redemption Price payable to Members holding Redeemable Interest pursuant to Section 3.6.6.1.2 has been paid in full.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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Article 6
BOARD OF DIRECTORS

 

6.1    Generally.

 

Except as specifically set forth in this Agreement, the Members hereby delegate all power and authority to manage the business and affairs of the Company to the Directors, who shall act as the managers of the Company subject to and in accordance with the terms of this Agreement. Such Directors shall constitute the “Board of Directors” and such term may be used in this Agreement to refer to such Directors. Such term is used for convenience only and is not intended by the parties to confer to the Board of Directors any additional power or authority other than that expressly and specifically conferred pursuant to and in accordance with the terms of this Agreement. The Directors shall in all cases act as a group through actions in meetings of the Board of Directors and shall have no authority to act individually. The Board of Directors may adopt such rules and procedures for the management of the Company not inconsistent with this Agreement or the Act. Any power not otherwise delegated pursuant to this Agreement or by the Board of Directors in accordance with the terms of this Agreement shall remain with the Board of Directors.

 

6.2    Number of Directors.

 

The Board of Directors of the Company shall consist of seven (7) Directors who shall be elected by the Members as follows:

 

6.2.1        From the date hereof until the closing of the Second NAV CANADA Tranche Financing, each Member agrees that such Member will vote all of its Interests at each election of Directors in favor of: (A) five (5) persons nominated by Iridium (each, an “Iridium Director”), for so long as Iridium holds at least 70% of the then Fully Diluted Company Interests (provided that (i) if Iridium ceases to hold at least 70% of the Fully Diluted Company Interests, but holds at least 50% of the Fully Diluted Company Interests, then Iridium shall be entitled to designate only four (4) Iridium Directors, (ii) if Iridium ceases to hold at least 50% of the Fully Diluted Company Interests, but holds at least 40% of the Fully Diluted Company Interests, then Iridium shall be entitled to designate only three (3) Iridium Directors, (iii) if Iridium ceases to hold at least 40% of the Fully Diluted Company Interests, but holds at least 18% of the Fully Diluted Company Interests, then Iridium shall be entitled to designate only two (2) Iridium Directors, and (iv) if Iridium ceases to hold at least 18% of the Fully Diluted Company Interests, but holds at least 5% of the Fully Diluted Company Interests, then Iridium shall be entitled to designate only one (1) Iridium Director); (B) one (1) person nominated by NAV CANADA (such person or any other person nominated by NAV CANADA to be a Director pursuant to this Section 6.2, a “NAV CANADA Director”), for so long as NAV CANADA has not disposed of any Interests acquired by NAV CANADA on the date hereof to any unrelated third parties; and (C) one (1) person with relevant industry and/or business experience who has had no business or other relationship with and has not received any compensation for services (other than services performed as a Director) from the Company or any Member of the Company and is approved jointly by NAV CANADA and Iridium (the “Independent Director”).

 

6.2.2        From the date of the closing of the Second NAV CANADA Tranche Financing until the Third NAV CANADA Tranche Financing, each Member agrees that such Member will vote all of its Interests at each election of Directors in favor of: (A) four (4) Iridium Directors, for so long as Iridium holds at least 50% of the Fully Diluted Company Interests (provided that (i) if Iridium ceases to hold at least 50% of the Fully Diluted Company Interests, but holds at least 40% of the Fully Diluted Company Interests, then Iridium shall be entitled to designate only three (3) Iridium Directors, (ii) if Iridium ceases to hold at least 40% of the Fully Diluted Company Interests, but holds at least 18% of the Fully Diluted Company Interests, then Iridium shall be entitled to designate only two (2) Iridium Directors, and (iii) if Iridium ceases to hold at least 18% of the Fully Diluted Company Interests, but holds at least 5% of the Fully Diluted Company Interests, then Iridium shall be entitled to designate only one (1) Iridium Director); (B) two (2) NAV CANADA Directors, for so long as NAV CANADA holds at least 18% of the Fully Diluted Company Interests (provided that if NAV CANADA ceases to hold at least 18% of the Fully Diluted Company Interests, but holds at least 5% of the Fully Diluted Company Interests, then NAV CANADA shall be entitled to designate only one (1) NAV CANADA Director); and (C) one (1) Independent Director.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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6.2.3        From the date of the closing of the Third NAV CANADA Tranche Financing until the Fifth NAV CANADA Tranche Financing, each Member agrees that such Member will vote all of its Interests at each election of Directors in favor of: (A) three (3) Iridium Directors for so long as Iridium holds at least 40% of the Fully Diluted Company Interests (provided that (i) if Iridium ceases to hold at least 40% of the Fully Diluted Company Interests, but holds at least 18% of the Fully Diluted Company Interests, then Iridium shall be entitled to designate only two (2) Iridium Directors, and (ii) if Iridium ceases to hold at least 18% of the Fully Diluted Company Interests, but holds at least 5% of the Fully Diluted Company Interests, then Iridium shall be entitled to designate only one (1) Iridium Director); (B) three (3) NAV CANADA Directors, for so long as NAV CANADA holds at least 40% of the Fully Diluted Company Interests (provided that (i) if NAV CANADA ceases to hold at least 40% of the Fully Diluted Company Interests, but holds at least 18% of the Fully Diluted Company Interests, then NAV CANADA shall be entitled to designate only two (2) NAV CANADA Directors, and (ii) if NAV CANADA ceases to hold at least 18% of the Fully Diluted Company Interests, but holds at least 5% of the Fully Diluted Company Interests, then NAV CANADA shall be entitled to designate only one (1) NAV CANADA Director); and (C) one (1) Independent Director.

 

6.2.4        From the date of the closing of the Fifth NAV CANADA Tranche Financing or the closing of any purchase of Interests by NAV CANADA pursuant to which NAV CANADA holds more than 50% of the Fully Diluted Company Interests and thereafter, each Member agrees that such Member will vote all of its Interests at each election of Directors in favor of: (A) two (2) Iridium Directors for so long as Iridium holds at least 18% of the Fully Diluted Company Interests (provided that if Iridium ceases to hold at least 18% of the Fully Diluted Company Interests, but holds at least 5% of the Fully Diluted Company Interests, then Iridium shall be entitled to designate only one (1) Iridium Director); (B) four (4) NAV CANADA Directors, for so long as NAV CANADA holds more than 50% of the Fully Diluted Company Interests (provided that (i) if NAV CANADA ceases to hold more than 50% of the Fully Diluted Company Interests, but holds at least 40% of the Fully Diluted Company Interests, then NAV CANADA shall be entitled to designate only three (3) NAV CANADA Directors, (ii) if NAV CANADA ceases to hold at least 40% of the Fully Diluted Company Interests, but holds at least 18% of the Fully Diluted Company Interests, then NAV CANADA shall be entitled to designate only two (2) NAV CANADA Directors, and (iii) if NAV CANADA ceases to hold at least 18% of the Fully Diluted Company Interests, but holds at least 5% of the Fully Diluted Company Interests, then NAV CANADA shall be entitled to designate only one (1) NAV CANADA Director); and (C) one (1) Independent Director.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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6.2.5        Each Member agrees to take all other actions necessary to ensure the appointment of the Independent Director as Chairman of the Board of Directors.

 

6.2.6        In the event that any of Iridium or NAV CANADA ceases to be entitled to designate any Iridium Director or NAV CANADA Director described in the foregoing clauses of this Section 6.2, each Member agrees that such Member will vote all of its Interests at each election of Directors in favor of one or more individuals nominated by a Majority-In-Interest of the Members to replace such Iridium Director or NAV CANADA Director, as applicable.

 

6.2.7        Except as specifically set forth in this Agreement and subject to Section 6.12.1.7, the number of authorized Directors may be changed from time to time upon the approval of a majority of the members of the Board of Directors.

 

6.3    Tenure.

 

The Iridium Directors shall serve until the earlier of their respective (i) replacement by the Members, based upon Iridium’s nomination, in accordance with Section 6.2, (ii) resignation, or (iii) death. The NAV CANADA Directors shall serve until the earlier of their respective (i) replacement by the Members, based upon NAV CANADA’s nomination, in accordance with Section 6.2, (ii) resignation, or (iii) death. The Independent Director shall serve until the earlier of their respective (i) removal by either Iridium or NAV CANADA, (ii) resignation, or (iii) death. In the event of a removal of the Independent Director, Iridium and NAV CANADA shall promptly and in good faith jointly appoint a replacement meeting the requirements of the Independent Director, provided that if Iridium and NAV CANADA have not agreed on a replacement after twenty (20) Business Days after such removal, the matter shall be referred to the Chief Executive Officer of Iridium and the Chief Executive Officer of NAV CANADA, and such senior management members shall attempt in good faith to agree on a suitable replacement. If the parties are unable to agree on a suitable replacement within thirty (30) days of referring such matter to the executive officers, then each party shall have the right to select one (1) person who meets the requirements of the Independent Director who shall then select a third (3rd) person who also meets the requirements of the Independent Director who shall be presented to NAV CANADA and Iridium as a candidate for replacement of the Independent Director.

 

6.4    Resignation; Removal.

 

A Director may resign at any time by giving written notice to the other Directors. The resignation of a Director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A Director nominated by one or more Members pursuant to the terms of Section 6.2 may only be removed by those Members who appointed such Director in the first place.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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6.5    Vacancies.

 

. Upon the resignation, retirement, death or removal of any Director, the Member who had the right to nominate such Director in the first place pursuant to Section 6.2 will designate a replacement Director.

 

6.6    Meetings.

 

6.6.1        Regular meetings of the Board of Directors shall be held at such times, mutually convenient places and dates as determined by the Board of Directors. The officers and other executives of the Company may attend meetings of the Board of Directors with the prior approval of the Board of Directors.

 

6.6.2        Directors may participate in a meeting through use of conference telephone or similar communication equipment, so long as all Directors participating in such meeting can hear one another. Such participation constitutes presence in person at such meeting.

 

6.6.3        Special meetings of the Board of Directors for any purpose may be called by any two (2) Directors.

 

6.6.4        Each Director shall receive notice of the date, time and place of all meetings of the Board of Directors at least ten (10) Business Days (twenty-four (24) hours if given personally by e-mail, or by facsimile) before the meeting. Such notice shall be delivered in writing (which may be by e-mail, or by facsimile) to each Director. Such notice may be given by the Secretary of the Company or by the person or persons who called the meeting. Such notice shall specify the purpose of the meeting. Notice of any meeting of the Board of Directors need not be given to any Director who signs a waiver of notice of such meeting or a consent to holding the meeting, either before or after the meeting, or who attends the meeting without protesting prior to such meeting or at the commencement thereof. All such waivers, consents and approvals shall be filed with the records of the Company.

 

6.6.5        Meetings of the Board of Directors may be held at any place that has been designated in the notice of the meeting.

 

6.6.6        Any meeting of the Board of Directors, whether or not a quorum is present, may be adjourned to another time and place by the affirmative vote of at least a majority of the Directors present. If the meeting is adjourned for more than twenty-four (24) hours, notice of such adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

 

6.6.7        Any action required or permitted to be taken by the Board of Directors may be taken without a meeting of the Board of Directors, if the Directors required for taking such action consent in writing or by electronic transmission to such action; provided that notice of such action and written consent has been provided to all Directors. Such written consent or consents or transmission or transmissions shall be filed with the corporate records of the Company. Such action by written consent shall have the same force and effect as a vote of the Directors.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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6.7    Quorum and Transaction of Business.

 

The number of Directors that constitutes a quorum for the transaction of business at a properly noticed meeting of the Board of Directors shall be a majority of the number of Directors then in office; provided that a quorum shall include at least one (1) Iridium Director (to the extent Iridium is entitled to nominate an Iridium Director), and one (1) NAV CANADA Director (to the extent NAV CANADA is entitled to nominate a NAV CANADA Director); provided, however, that if any meeting of the Board of Directors is adjourned or cancelled from failure to constitute a quorum due to the absence thereat of a NAV CANADA Director (to the extent NAV CANADA is entitled to nominate a NAV CANADA Director) or an Iridium Director (to the extent Iridium is entitled to nominate an Iridium Director), then such meeting shall be rescheduled in accordance with this Agreement to a date not less than five (5) nor more than fifteen (15) days after the originally scheduled meeting, and in this case, the Members agree that the number of Directors who are present at such meeting shall constitute a quorum for all purposes. Except as required by the Act or as otherwise set forth in this Agreement (including, without limitation, Section 6.12), the affirmative vote of at least a majority of the Directors then in office shall constitute the act of the Directors.

 

6.8    Directors Have No Exclusive Duty to Company.

 

The Directors shall not be required to manage the Company as their sole and exclusive function, and, subject to Section 5.10 of this Agreement, the Directors may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor any Member shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the Directors or to the income or proceeds derived therefrom.

 

6.9     Exculpation of Directors.

 

Neither any Director nor any affiliate of any Director shall be liable to the Members for any act or failure to act pursuant to this Agreement, except where such act or failure to act constitutes a breach of this Agreement, gross negligence or willful misconduct and has not been expressly authorized by the Members. The Directors shall be entitled to rely upon the advice of legal counsel, the Accounting Firm and other experts, including financial advisors, and any act of or failure to act by the Directors in good faith reliance on such advice shall in no event subject the Directors or any such other person to liability to the Company or any Member.

 

6.10    Creation of Committees.

 

The Board of Directors may create committees (including, without limitation, an audit committee) to assist the Board of Directors and the officers in the governance of areas of importance to the Company; provided that each such committee shall consist of at least one (1) Iridium Director (to the extent Iridium is entitled to nominate an Iridium Director), and one (1) NAV CANADA Director (to the extent NAV CANADA is entitled to nominate a NAV CANADA Director), unless such requirement is waived by Iridium or NAV CANADA, respectively, with respect to any such committee. Subject to the terms of this Agreement (including, without limitation, Section 6.12), such committees shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees. Each member of any such committee shall be a Director.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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6.11    Reimbursement of Expenses; D&O Insurance.

 

The Company shall reimburse the Directors for all reasonable travel and accommodation expenses incurred in connection with the performance of their duties as Directors of the Company upon presentation of appropriate documentation therefor. On or prior to the date hereof, the Company shall procure, and shall maintain after the date hereof, a directors’ liability insurance policy that is reasonably acceptable to NAV CANADA.

 

6.12    Certain Actions Requiring Prior Approval of Certain Directors.

 

6.12.1    Notwithstanding anything to the contrary set forth herein and without limiting the general authority of the Board of Directors to manage the Company pursuant to Section 6.1 or the Act, the following actions and decisions, and all other actions and decisions necessary, advisable or appropriate in connection therewith, may only be taken or made at the direction, or with the approval or consent, of the Board of Directors, including the approval or consent of at least one (1) Iridium Director (to the extent Iridium is entitled to nominate an Iridium Director) and one (1) NAV CANADA Director (to the extent NAV CANADA is entitled to nominate a NAV CANADA Director):

 

6.12.1.1          The consolidation, liquidation, winding up or Dissolution of the Company pursuant to Article 10 or any other Liquidation Event;

 

6.12.1.2          The sale of all of the Interests or a merger of the Company with another entity if immediately following the merger the Members do not control a majority of the voting securities of the surviving entity (a “Sale”).

 

6.12.1.3          The sale, transfer, lease or other disposition of all or substantially all the assets of the Company (an “Asset Transfer”).

 

6.12.1.4          The Transfer (in a single or a series of related transaction) of Interests, representing 5% or more of the Fully Diluted Company Interests, or other interests in the Company except to a Permitted Transferee, or any other Member or Permitted Transferee of such other Member;

 

6.12.1.5          Any change to the Long-Term Operating Plan (except for immaterial increases of capital or operating expenditures that would not require any issuance of new Interests not contemplated in the Long-Term Operating Plan) or any action that would reasonably be expected to result in any deviation from the Long-Term Operating Plan or any budget of the Company after December 31, 2017; provided that (i) [***]; (ii) [***], and (iii) [***];

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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6.12.1.6          Any material change to the Budget or any action that would reasonably be expected to result in any material deviation from the Budget; provided that (i) [***]; (ii) [***], and (iii) [***];

 

6.12.1.7          Any change to the number of authorized Directors; provided however that, [***], (i) [***], and (ii) [***];

 

6.12.1.8          The issuance of any Interests or any Interest Equivalents by the Company not otherwise set forth in the Long-Term Operating Plan; provided that (i) [***]; (ii) [***], and (iii) [***];

 

6.12.1.9          Capital expenditures of the Company exceeding those set forth in the Long-Term Operating Plan by more than five percent (5%);

 

6.12.1.10      The incurring or guaranteeing of any indebtedness by the Company not otherwise set forth in the Long-Term Operating Plan or pledging or encumbering any material assets of the Company; provided that [***]; provided further that [***];

 

6.12.1.11      The hiring or discharging of any executive officers of the Company;

 

6.12.1.12      The entering into, amendment or termination of any contract of the Company with any Member, officer, director, employee of the Company or their respective Affiliates;

 

6.12.1.13      The amount and timing of distributions other than distribution of Accrued Dividends, if any; provided that, (i) [***], (ii) at any time prior to the consummation of the Fifth NAV CANADA Tranche Financing, any payment of Accrued Dividends shall require the approval of one (1) Iridium Director and one (1) NAV CANADA Director if at the time of such payment the Company has defaulted on or deferred any obligation to pay Hosting Cost Reimbursements (as such term is defined in the Hosting Cost Reimbursement Agreement No. IS-12-033 between the Company and Iridium dated as of November 19, 2012 (the “Hosting Cost Reimbursement Agreement”) under the Hosting Cost Reimbursement Agreement, and (iii) at any time after the consummation of the Fifth NAV CANADA Tranche Financing, any payment of Accrued Dividends shall require the approval of one (1) Iridium Director unless all Hosting Cost Reimbursements have been paid; provided further, that notwithstanding anything to the contrary in the foregoing provisos, the accrual of Accrued Dividends and the payment by the Company of Unpaid Dividends pursuant to Section 4.1.2 or upon IPO Conversion or Mandatory Redemption in accordance with the terms of this Agreement shall not be affected by the fact that the Hosting Cost Reimbursements have not been paid in full or any default, deferral or failure of payment of Hosting Cost Reimbursements exists or has occurred;

 

6.12.1.14      The conversion of the Company into another type of entity, including any Reorganization Plan;

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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6.12.1.15      The entering into, amendment or termination of any material contract of the Company, including, without limitation, any U.S. government contracts;

 

6.12.1.16      The amendment, modification, waiver or repeal of any provision of this Agreement; provided that (i) [***]; (ii) [***];

 

6.12.1.17      The adoption of, or amendment, modification, waiver or repeal of any provision of any incentive plan and the granting of, or the delegation of the power to grant, any rights under such plan;

 

6.12.1.18      The adoption of, or amendment, modification, waiver or repeal of an investment policy of the Company (the “Investment Policy”); and

 

6.12.1.19      Entering into an agreement to do any of the foregoing set forth in this Section 6.12.1.

 

6.12.2    Notwithstanding anything to the contrary set forth herein and without limiting the general authority of the Board of Directors to manage the Company pursuant to Section 6.1 or the Act, the following actions and decisions, and all other actions and decisions necessary, advisable or appropriate in connection therewith, may only be taken or made at the direction, or with the approval or consent, of the Board of Directors, including the approval or consent of at least one (1) Iridium Director (to the extent there is an Iridium Director), for so long as Iridium holds at least 50% of the Fully Diluted Company Interests, and one (1) NAV CANADA Director (to the extent there is a NAV CANADA Director), for so long as NAV CANADA holds at least 30% of the Fully Diluted Company Interests:

 

6.12.2.1          The selection of an appraiser to value the Company, any Interests or any Transferred Interest;

 

6.12.2.2          The admission of Additional Members; provided that (i) [***], and (ii) [***];

 

6.12.2.3          The valuation of assets in a liquidation or Dissolution;

 

6.12.2.4          The removal and replacement of liquidators;

 

6.12.2.5          Distributions or payments to a Member in redemption of his/her/its Interests, other than the Mandatory Redemption; and

 

6.12.2.6          Entering into an agreement to do any of the foregoing set forth in this Section 6.12.2;

 

6.12.3    After the closing of the Third NAV CANADA Tranche Financing, the following actions and decisions, and all other actions and decisions necessary, advisable or appropriate in connection therewith, may only be taken or made at the direction, or with the approval or consent, of the Board of Directors, including the approval or consent of at least one (1) NAV CANADA Director (to the extent there is a NAV CANADA Director), for so long as NAV CANADA holds at least 30% of the Fully Diluted Company Interests:

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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6.12.3.1          Except as permitted under the Company’s Investment Policy, making any loan or advance to, or owning any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company;

 

6.12.3.2          Making any loan or advance to any Person, including, any employee or Director, except advances for business expenses and similar expenditures in the ordinary course of business;

 

6.12.3.3          Except as permitted under the Company’s Investment Policy, making any acquisition of securities of a Person or all or a material amount of the assets of a business or Person for an aggregate consideration in excess of $25,000 or make any investment in securities or with any other Person in excess of $25,000;

 

6.12.3.4          Enter into or be a party to any transaction with any Director, officer or employee of the Company or any Affiliate or family member of any such Person;

 

6.12.3.5          Change the Primary Business of the Company, enter new lines of business, or exit the current line of business;

 

6.12.3.6          Sell, transfer, license, pledge or encumber technology or intellectual property, other than licenses granted in the ordinary course of business, except for pledges or encumbrances in connection with the incurrence of debt by the Company approved pursuant to Section 6.12.1.10;

 

6.12.3.7          Initiate or settle any material suit, claim or cause of action;

 

6.12.3.8          Appointment or change to the Accounting Firm or changes to the accounting policies and procedures of the Company; and

 

6.12.3.9          Entering into an agreement to do any of the foregoing set forth in this Section 6.12.3.

 

6.12.4    Notwithstanding anything to the contrary set forth in this Agreement and in addition to the requirements set forth in Sections 6.12.1, 6.12.2 and 6.12.3, prior to the termination of the Iridium Credit Agreement and until NAV CANADA has the right to nominate at least (2) NAV CANADA Directors, any Insolvency Event and all other actions and decisions necessary, advisable or appropriate in connection therewith, may only be taken or made at the direction, or with the approval or consent, of the Board of Directors, including the approval and consent of the Independent Director.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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Article 7
OFFICERS

 

7.1    Appointment of Officers.

 

The Board of Directors may appoint the Chief Executive Officer and President of the Company, which may be the same person. The Board of Directors may delegate their day-to-day management responsibilities to the Chief Executive Officer and President, and such officers shall have the authority set forth in any enabling resolutions by the Board of Directors. The Chief Executive Officer may appoint the other officers of the Company (collectively, with the Chief Executive Officer and President, the “Company Officers”) that may include, but shall not be limited to: (a) one or more Executive Vice Presidents or Vice Presidents; (b) Secretary; and (c) Treasurer or Chief Financial Officer. The Chief Executive Officer may delegate his day-to-day management responsibilities to any such officers, and such officers shall have the authority so delegated. Each officer shall have the same fiduciary duties that such officer would have if the Company were a Delaware corporation and such officer were a corresponding officer of that corporation.

 

7.2    Tenure and Duties of Officers.

 

The Chief Executive Officer and President shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. The Chief Executive Officer and President may be removed at any time by the Board of Directors. All officers, other than the Chief Executive Officer and President, shall hold office at the pleasure of the Chief Executive Officer and until their successors shall have been duly elected and qualified, unless sooner removed. Any such officer may be removed at any time by the Chief Executive Officer. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors or the Chief Executive Officer, as applicable, in accordance with Section 7.1.

 

7.2.1        Duties of Chief Executive Officer. The Chief Executive Officer shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Company. The Chief Executive Officer shall perform other duties commonly incident to a president of a Delaware corporation and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The Chief Executive Officer, if nominated by any Member pursuant to Section 6.2, may be a Director.

 

7.2.2        Duties of President. The President shall preside at all meetings of the Members and of the Board of Directors, unless the Chairman of the Board of Directors or the Chief Executive Officer has been appointed and is present. Unless some other officer has been elected Chief Executive Officer of the Company, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Company. The President shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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7.2.3        Duties of Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to a vice president of a Delaware corporation and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

 

7.2.4        Duties of Secretary. The Secretary shall attend all meetings of the Members and the Board of Directors, and shall record all acts and proceedings thereof in the minute book of the Company. The Secretary shall give notice in conformity with this Agreement of all meetings of the Members and the Board of Directors requiring notice. The Secretary shall perform all other duties given him or her in this Agreement and other duties commonly incident to a secretary of a Delaware corporation and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to the office of assistant secretary in a Delaware corporation and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, or the President shall designate from time to time.

 

7.2.5        Duties of Chief Financial Officer or Treasurer. The Chief Financial Officer or Treasurer shall keep or cause to be kept the books of account of the Company in a thorough and proper manner, and shall render statements of the financial affairs of the Company in such form and as often as required by this Agreement, the Board of Directors or the President. The Chief Financial Officer or Treasurer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the Company. The Chief Financial Officer or Treasurer shall perform other duties commonly incident to the office of Chief Financial Officer or Treasurer in a Delaware corporation and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The President may direct any Assistant Treasurer to assume and perform the duties of the Chief Financial Officer or Treasurer in the absence or disability of the Chief Financial Officer or Treasurer, and each Assistant Treasurer shall perform other duties commonly incident to the office the Chief Financial Officer or Treasurer of a Delaware corporation and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, or the President shall designate from time to time.

 

7.3    Tenure of Officers and Committee Members.

 

The officers, committee members shall hold office at the pleasure of the Board of Directors.

 

7.4    Approval of Board of Directors.

 

No officer of the Company shall cause the Company to take any action without the approval of the Board of Directors if such action would require the approval of the Board of Directors pursuant to the terms of this Agreement or otherwise if the Company were a Delaware corporation.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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Article 8             
LIABILITY; INDEMNIFICATION

 

8.1    Limited Liability.

 

Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members and the Directors of the Company shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Director of the Company.

 

8.2    Indemnification.

 

8.2.1        No Director or Company Officer of the Company shall be liable, in damages or otherwise, to the Company or any Member for any act or omission performed or omitted to be performed by it in good faith (except for fraud or willful misconduct) pursuant to the authority granted to such Director or Company Officer of the Company by this Agreement or by the Act.

 

8.2.2        To the fullest extent permitted by the laws of the State of Delaware and any other applicable laws, the Company shall indemnify and hold harmless the Directors and each Company Officer (each, an “Indemnitee”), from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts (“Damages”) arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which an Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business of the Company, regardless of whether an Indemnitee continues to be a Director or an Company Officer or an agent of the Company at the time any such liability or expense is paid or incurred, except for any Damages based upon, arising from or in connection with any act or omission of an Indemnitee committed without authority granted pursuant to this Agreement or in bad faith or otherwise constituting fraud or willful misconduct.

 

8.2.3        Expenses (including reasonable attorneys’ fees and disbursements) incurred in defending any claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative, subject to Section 8.2.2 hereof, may be paid (or caused to be paid) by the Company in advance of the final disposition of such claim, demand, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined, by a court of competent jurisdiction from which no further appeal may be taken or the time for any appeal has lapsed (or otherwise, as the case may be), that the Indemnitee is not entitled to be indemnified by the Company as authorized hereunder or is not entitled to such expense reimbursement.

 

8.2.4        Any indemnification hereunder shall be satisfied only out of the assets of the Company, and the Members shall not be subject to personal liability by reason of these indemnification provisions.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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8.2.5        The indemnification provided by this Section 8.2 shall be in addition to any other rights to which each Indemnitee may be entitled under any agreement or vote of the Members, as a matter of law or otherwise, both as to action in the Indemnitee’s capacity as a Member or as an officer, director, employee, shareholder, member or partner of a Member or of an Affiliate, and shall inure to the benefit of the heirs, successors, assigns, administrators and personal representatives of the Indemnitee.

 

8.2.6        The Company may purchase and maintain insurance on behalf of one (1) or more Indemnitees and other Persons against any liability which may be asserted against, or expense which may be incurred by, any such Person in connection with the Company’s activities, whether or not the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

 

8.2.7        An Indemnitee shall not be denied indemnification in whole or in part under this Section 8.2 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

 

8.2.8        The provisions of this Section 8.2 are for the benefit of each Indemnitee and its heirs, successors, assigns, administrators and personal representatives, and shall not be deemed to create any rights for the benefit of any other Persons.

 

Article 9
ACCOUNTING

 

9.1    Fiscal Year.

 

The Fiscal Year and taxable year of the Company shall be the calendar year, unless the Board of Directors in its discretion designates a different Fiscal Year.

 

9.2    Books and Accounts.

 

 

9.2.1        Complete and accurate books and accounts shall be kept and maintained for the Company at its principal place of business or at such other place as designated by the Board of Directors. Such books and accounts shall be kept on the cash or accrual basis, as the Board of Directors may select in accordance with GAAP and shall include separate accounts for each Member. A list of the names and addresses of the Members shall be maintained as part of the books and records of the Company. The books, records and accounts of the Company shall reflect the Company’s operations, income, gain, loss, cost, deduction, liability, assets and equity. The books and records of the Company shall be audited annually by the Accounting Firm.

 

9.2.2        All funds received by the Company shall be deposited in the name of the Company in such bank account or accounts as the Board of Directors may designate from time to time, and withdrawals therefrom shall be made upon the signature of the authorized signatory on behalf of the Company as the Board of Directors may designate from time to time. All deposits and other funds not needed in the operation of the Company’s business may, in the discretion of the Board of Directors, be invested as determined to be appropriate by the Board of Directors.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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9.3    Tax Matters Partner.

 

Iridium shall serve as the “tax matters partner” for purposes of Section 6231 of the Internal Revenue Code, provided that the tax matters partner shall be subject to the control of the Board of Directors and shall not undertake any action, including those expressly authorized under the Code and Treasury Regulations relating to the authority of a tax matters partner, unless expressly authorized by the Board of Directors. The tax matters partner will notify the Board of Directors promptly after the receipt of notice of commencement of any audit or other proceeding involving the Company, and the Board of Directors, NAV CANADA US Subsidiary and Iridium (to the extent that it is no longer tax matters partner) shall be entitled to participate fully in any such audit or other proceeding involving the Company. The Board of Directors may appoint a new tax matters partner at any time in its sole discretion. Promptly following the written request of the tax matters partner, the Company shall, to the fullest extent permitted by law, reimburse and indemnify the tax matters partner for all reasonable expenses, including reasonable legal and accounting fees, claims, liabilities, losses and damages incurred by the tax matters partner in connection with any administrative or judicial proceeding with respect to the tax liability of the Members.

 

9.4    Tax Reports.

 

No less than seventy-five (75) days prior to the extended due date for the filing of the Company’s income tax return for each taxable year of the Company, the Company will provide to each Member a Form 1065 (Schedule K-1) reflecting the Member’s share of income, loss, credit and deductions for such taxable year. No more than sixty (60) days after the end of the Company’s tax year, the Company will provide to each Member K-1 estimates. On a periodic basis, the Company shall provide any information reasonably required by the Members, as determined by the Board of Directors, in order to comply with estimated tax requirements.

 

9.5   Reserves.

 

Reasonable cash reserves may be established from time to time by the Chief Financial Officer or Treasurer, with the approval of the Board of Directors.

 

9.6    Company Funds.

 

The Company may not commingle the Company’s funds with the funds of any Member, or the funds of any Relation or Affiliate of any Member.

 

Article 10         
DISSOLUTION; TERMINATION; SALE; CONVERSION

 

10.1   Dissolution.

 

10.1.1    The Company shall survive in perpetuity and shall not be dissolved except upon the approval of the Board of Directors and any Member approval required under this Agreement, or upon a judicial decree of dissolution (a “Dissolution”). Dissolution of the Company shall be effective on the date of such event (unless otherwise specified in such approval), but the Company shall not terminate until the assets of the Company shall have been distributed as provided herein and a certificate of dissolution of the Company has been filed with the Secretary of State of the State of Delaware.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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10.1.2    On Dissolution of the Company, a Person shall be designated by the Board of Directors to act as liquidator(s). The liquidator(s) shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator(s) shall continue to operate the Company properties with all of the power and authority of Members and the Board of Directors; provided, however, that such liquidator(s) may be removed and replaced at any time and for any reason by the Board of Directors. The steps to be accomplished by the liquidator(s) are as follows:

 

10.1.2.1          The liquidator(s) shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine).

 

10.1.2.2          All remaining assets of the Company shall be distributed to the Members in the manner and priority set forth in Section 4.1.2 of this Agreement.

 

10.1.3    On completion of the distribution of Company assets as provided herein, the Company is terminated, and shall conduct only such activities as are necessary to wind up its affairs. The liquidator shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other relevant filings and take such other actions as may be necessary to terminate the Company.

 

10.2    Merger or Sale of Interests.

 

In the event that the Board of Directors determines that it would be in the best interests of the Members to complete Sale, the Board of Directors shall adopt a plan of merger or sale (the “Sale Plan”) to effectuate such transaction. If the requisite approval of the Members under this Agreement is obtained for such Sale Plan, then subject to this Section 10.2, each Member shall take whatever reasonable action is required under such Reorganization Plan to effect the transactions contemplated therein. Except as otherwise provided in a duly approved Sale Plan, in connection with such transaction each Member shall participate in the proceeds of such transaction in the manner and priority set forth in Section 4.1.2.

 

10.2.1    Notwithstanding the foregoing, the NAV CANADA US Subsidiary shall have the right in any transaction that otherwise would involve a disposition of all or a portion of the NAV CANADA US Subsidiary’s Interests to elect that the NAV CANADA US Subsidiary Stockholder sell all or a corresponding portion, as applicable, of its NAV CANADA US Subsidiary stock to the prospective buyer in lieu of a sale of the NAV CANADA US Subsidiary’s Interests.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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10.3    Conversion to Corporate Form.

 

In the event that the Board of Directors determines that it would be advisable for the Company to convert or reorganize into the corporate form of organization, the Board of Directors shall, on behalf of the Company, formulate a plan of conversion or reorganization (the “Reorganization Plan”) to effectuate such conversion. The Reorganization Plan shall only be approved by the Board of Directors to the extent that it is tax efficient for the Members. If the requisite Member approval is obtained for such Reorganization Plan, then subject to this Section 10.3, each Member shall take whatever reasonable action is required under such Reorganization Plan to effect the transactions contemplated therein. Except as otherwise provided in a duly approved Reorganization Plan, in such conversion:

 

10.3.1    Subject to Section 10.3.3, if such Reorganization Plan is other than in connection with an initial public offering of the Company, then:

 

10.3.1.1          Each Member shall receive, with respect to such Member’s Preferred Interests, convertible and redeemable preferred stock of the successor corporation equivalent to the fully-diluted Interests represented by such Member’s Preferred Interests immediately prior to the conversion and having a liquidation preference equal to the sum of such Member’s Unreturned Capital plus such Member’s accrued and unpaid Accrued Dividend, if any, as of such time, but, after satisfaction of such liquidation preference, no right to receive participating distributions along with the common stock on an as-converted basis;

 

10.3.1.2          Each Member shall receive, with respect to such Member’s Common Interests, common stock of the successor corporation having the same fully-diluted percentage of rights to dividends and other distributions and rights to participate in the proceeds of any sale of shares equivalent to the fully-diluted Interests represented by such Member’s Common Interests immediately prior to the conversion, provided that, any such right shall be reduced or otherwise subordinated to preferred stock of the successor corporation; and

 

10.3.1.3          Each Member shall receive with respect to such Member’s Interests: (A) relative voting rights equivalent to those of such Interests; (B) the same restrictions on transfer as were applicable to such Interests prior to the conversion; (C) the same vesting, forfeiture and repurchase restrictions as were applicable to such Interests prior to the conversion; and (D) any other rights or restrictions as were applicable to such Interests prior to the conversion.

 

10.3.2    Subject to Section 10.3.3, if such Reorganization Plan is in connection with an initial public offering of the Company or a successor entity to the Company (the “IPO Entity”), then each Member will receive common stock (or comparable equity securities) of the IPO Entity equal to the number of shares of common stock such Member holding Preferred Interests or Common Interests would have received pursuant to Section 10.3.1.1 (upon conversion of such preferred stock issued pursuant thereto, and any Accrued Dividend shall be paid to such Members upon such conversion pursuant to Section 5.4.4) and 10.3.1.2, respectively. The voting rights, transfer restrictions, information rights and investor rights applicable to the Members after any such conversion in connection with an initial public offering shall be as set forth in this Agreement, or as otherwise approved by the Board and the Members in accordance with this Agreement.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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10.3.3    Notwithstanding the foregoing, in the event of a conversion to corporate form, whether or not in connection with an initial public offering, NAV CANADA US Subsidiary shall have the right to effect a transaction that is treated as the contribution of NAV CANADA US Subsidiary stock by NAV CANADA US Subsidiary Stockholder to the successor corporation or IPO Entity, with the result that NAV CANADA US Subsidiary Stockholder shall hold directly interests in the successor corporation or IPO Entity, as applicable, and shall have the same rights, and be subject to the same restrictions, as NAV CANADA US Subsidiary would under Section 10.3.1 or Section 10.3.2 if NAV CANADA US Subsidiary stock were not contributed; provided that, to the extent practicable, NAV CANADA's rights under this Section 10.3.3 shall be implemented in a manner that does not result in materially adverse tax consequences for the other Members.

 

Article 11
TRANSFER RESTRICTIONS

 

11.1    In General.

 

11.1.1    Each Member agrees not to make any Transfer of all or any Interests in the Company in contravention to the provisions of this Article 11, except that Transfers to a Permitted Transferee shall be permitted to the extent such Transfer(s) do not create a termination under Section 708(b)(1)(B) of the Code.

 

11.1.1.1          For an individual Member, a “Permitted Transferee” is such Member’s Relations or any entity established by such Member solely for the benefit of such Member and such Member’s Relations.

 

11.1.1.2          For a Member that is not an individual, a “Permitted Transferee” is another entity that is an Affiliate of such Member.

 

11.1.2    Any attempted Transfer by any Person of an interest or right, or any part thereof, in or in respect of the Company other than in accordance with this Article 11 shall be, and is hereby declared, null and void ab initio.

 

11.1.3    A Person to whom an interest in the Company is transferred in accordance with this Agreement has the right to be admitted to the Company as a Member only upon execution by the transferee of such instruments as the Board of Directors, may deem necessary or advisable to effect the admission of such transferee as a Member, including, without limitation, the written acceptance and adoption by such transferee of the provisions of this Agreement and any other agreement to which the transferring Member is bound with respect to the transferred interest. A Person to whom Interests are transferred will have no right to vote such Interests or otherwise participate in the management or operations of the Company or receive information concerning the Company unless such Person is approved for admission as a Member by the Board of Directors. If Interests are transferred to a Person in accordance with this Agreement and the transferee is not admitted as a Member the transferring Member will continue to vote the transferred Interests and receive information concerning the Company until such time as the transferring Member withdraws from the Company.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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11.2    Right of First Refusal.

 

11.2.1    Except for a Transfer to a Permitted Transferee, no Member shall Transfer any of the Interests or any right or interest therein except by a Transfer which meets the requirements hereinafter set forth in this Section 11.2:

 

11.2.1.1          If any Member (the “ROFR Seller”) desires to Transfer any of his/her/its Interests, then such Member shall first give written notice thereof to the Company (the “First ROFR Sale Notice”). The First ROFR Sale Notice shall name the proposed transferee and state the amount of Interests to be transferred, the proposed consideration, and all other terms and conditions of the proposed Transfer.

 

11.2.1.2          For forty-five (45) days following receipt of the First ROFR Sale Notice, the Company shall have the option to purchase all (but not less than all) of the Interests specified in the notice at the price and upon the terms set forth in such notice; provided, however, that, with the consent of the ROFR Seller, the Company shall have the option to purchase a lesser portion of the Interests specified in the First ROFR Sale Notice at the price and upon the terms set forth therein. In the event the Company elects to purchase all of the Interests or, with consent of the ROFR Seller, a lesser portion of the Interests, it shall give written notice to the ROFR Seller of its election and settlement for said Interests shall be made as provided below.

 

11.2.1.3          The Company may not assign its rights hereunder.

 

11.2.1.4          In the event the Company elects to acquire any of the Interests of the ROFR Seller as specified in the First ROFR Sale Notice, the Company shall so notify the ROFR Seller and settlement thereof shall be made in cash within forty-five (45) days after the Company receives the First ROFR Sale Notice; provided that if the terms of payment set forth in the First ROFR Sale Notice were other than cash against delivery, the Company shall pay for said Interests on the same terms and conditions set forth in the First ROFR Sale Notice but in any event, settlement thereof shall be made within forty-five (45) days after the Company receives the First ROFR Sale Notice.

 

11.2.1.5          In the event that the Company does not elect to acquire all of the Interests specified in the First ROFR Sale Notice, the ROFR Seller shall promptly give written notice (the “Second ROFR Sale Notice”) to the other Members, which shall set forth the amount of Interests not purchased by the Company and which shall include the terms of notice set forth in the First ROFR Sale Notice. Each other Member shall then have the right, exercisable upon written notice to the ROFR Seller (the “ROFR Buy Notice”) within thirty (30) days after the receipt of the Second ROFR Sale Notice, to purchase its pro rata portion of the Interests subject to the Second ROFR Sale Notice and on the same terms and conditions as set forth therein. The Members who so exercise their rights shall effect the purchase of the Interests, including payment of the purchase price, not more than fifteen (15) days after delivery of the ROFR Buy Notice. Each other Member shall be entitled to assign the rights under this Section 11.2 to any Affiliates of such Member.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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11.2.1.6          In the event the Company does not elect to acquire all of the Interests specified in the First ROFR Sale Notice and the other Members do not elect to acquire all of the Interests specified in the Second ROFR Sale Notice, the ROFR Seller may, within the 60-day period following the expiration of the option rights granted to the Company and the other Members herein, Transfer the Interests specified in the Second ROFR Sale Notice which were not acquired by either the Company or the other Members as specified in the Second ROFR Sale Notice. All Interests so sold by said ROFR Seller shall continue to be subject to the provisions of this Agreement in the same manner as before said Transfer.

 

11.2.2    Any attempted Transfer by any Person of an interest or right, or any part thereof, in or in respect of the Company other than in accordance with this Section 11.2 shall be, and is hereby declared, null and void ab initio. The obligations under this Section 11.2 shall terminate upon the occurrence of a Qualified IPO or the consolidation, liquidation, winding up or Dissolution of the Company pursuant to Article 10.

 

Article 12
OTHER INVESTOR RIGHTS

 

12.1    NAV CANADA Protective Provisions.

 

12.1.1    Notwithstanding anything in this Agreement to the contrary, the Company will not take any of the following actions without the prior written approval of NAV CANADA US Subsidiary, for so long as NAV CANADA US Subsidiary holds Preferred Interests:

 

12.1.1.1          any consolidation, liquidation, winding up or Dissolution of the Company pursuant to Article 10 or any other Liquidation Event;

 

12.1.1.2          any amendment, modification, waiver or repeal of any provision of this Agreement; provided that (i) [***]; and (ii) [***];

 

12.1.1.3          any creation or authorization of or issuance or authorization of the issuance of any other security of the Company, including any security convertible into or exercisable for any equity security, having rights, preferences or privileges senior to or pari passu with the Preferred Interests; provided, however, that this clause shall not apply to issuances of any securities in connection with the NAV CANADA Financing or the Iridium Financing as contemplated by the Long-Term Operating Plan and having the terms and conditions set forth in this Agreement and the NAV CANADA Subscription Agreement and Iridium Subscription Agreement, as applicable (“Permitted Issuances”); provided further, that (i) [***]; and (ii) [***];

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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12.1.1.4          the purchase of or redemption of or making of any distribution (other than in accordance with, and as permitted by, this Agreement) on account of any equity of the Company in priority to or pari passu with any Accrued Dividends, other than securities or other interests repurchased from former employees or consultants in connection with the cessation of their employment/services at fair market value;

 

12.1.1.5          the Transfer (in a single or a series of related transaction) of Interests, representing 5% or more of the Fully Diluted Company Interests, or other Interests or Interest Equivalents in the Company except to a Permitted Transferee, or any other Member or Permitted Transferee of such other Member;

 

12.1.1.6          any Asset Transfer;

 

12.1.1.7          any Sale;

 

12.1.1.8          the change to the number of authorized Directors; provided however that, with respect to any increase in the number of authorized Directors, if NAV CANADA US Subsidiary maintains a right to appoint a number of Directors proportionate to its Percentage Interest (rounded to the nearest whole number of Directors), (i) [***], and (ii) [***];

 

12.1.1.9          incurring or guaranteeing of any material indebtedness by the Company; provided that [***]; provided further that [***];

 

12.1.1.10      the adoption of, or amendment, modification, waiver or repeal of any provision of the Plan;

 

12.1.1.11      any registration of Common Interest or any equity securities of the Company (or any successor entity, including the IPO Entity) into which the Common Interest are convertible or exchangeable under the Securities Act or any other securities laws in any applicable jurisdictions pursuant to which the Company or any such successor entity proposes to conduct an initial public offering; and

 

12.1.1.12      entering into an agreement to do any of the foregoing set forth in Section 12.1.1.

 

12.2    Information Rights.

 

12.2.1    The Company shall, and shall cause each of its officers, Directors, employees, Accounting Firm, Affiliates and other representatives to provide Iridium, NAV CANADA US Subsidiary and each holder of more than 10% of the Fully Diluted Company Interests, and their and its respective officers, directors, employees, accountants, Affiliates and representatives (the “Information Rights Holders”), reasonable access during normal business hours to the Company’s officers, Directors, employees, agents, properties, offices, books, contracts, reports, records, personnel and other facilities, and give them access to, such documents, financial date, records and information of the Company as Iridium, NAV CANADA US Subsidiary and any such holder of more than 10% of the Fully Diluted Company Interests from time to time may reasonably request.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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12.2.2    The Company will provide Iridium and NAV CANADA US Subsidiary with the following materials for review:

 

12.2.2.1          Prior to the filing thereof, the Company’s federal and state income tax returns (and relevant schedules);

 

12.2.2.2          Any proposed amendment to or revision of the Budget; and

 

12.2.2.3          Any proposed amendment to or revision of the Long-Term Operating Plan.

 

12.2.3    The Company will provide each Information Rights Holder with the following materials for review:

 

12.2.3.1          As soon as practicable after the end of the first, second and third quarterly accounting periods in each Fiscal Year of the Company and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Company and its subsidiaries as of the end of such quarterly period, and consolidated statements of income and cash flow of the Company and its subsidiaries for the current Fiscal Year to date, in each case prepared in accordance with GAAP (other than for accompanying notes and subject to changes resulting from normal year-end audit adjustments) and setting forth in each case in comparative form the figures for the same periods of the previous Fiscal Year, all in reasonable detail and signed by the principal financial or accounting officer of the Company;

 

12.2.3.2          As soon as practicable after the end of each Fiscal Year, and in any event within one hundred twenty (120) days thereafter, an audited consolidated balance sheet of the Company and its subsidiaries as of the end of such Fiscal Year, and consolidated statements of income and cash flow of the Company and its subsidiaries for such Fiscal Year, prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and audited by the Accounting Firm;

 

12.2.3.3          As soon as practicable, copies of the package distributed to the Board of Directors in connection with meetings of the Board of Directors; and

 

12.2.3.4          As soon as practicable upon request, such other information as such Information Rights Holder may request from time to time in connection with such Information Rights Holder’s public reporting requirements.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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12.3    Drag Along Right.

 

At any time after the closing of the Second NAV CANADA Tranche Financing or at any time after NAV CANADA US Subsidiary delivers, or is deemed to have delivered, written notice to the Company indicating that it elects not to fund any subsequent NAV CANADA Financing prior to the closing of the Second NAV CANADA Tranche Financing, in the event the Members holding at least 85% of Interests (the “Drag Along Holders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the Interests, in each case in a transaction constituting a change in control of the Company, to any non-Affiliate(s) of the Company or any of the Drag Along Holders, or to cause the Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any of the Drag Along Holders (in each case, the “Drag Along Buyer”) in a bona fide negotiated transaction (a “Drag Along Sale”), each of the Members, including any of its successors as contemplated herein, shall be obligated to and shall upon the written request of the Drag Along Holders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Drag Along Buyer, its Interests on substantially the same terms applicable to the Drag Along Holders; and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Interests in favor of any Drag Along Sale proposed by the Drag Along Holders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Drag Along Holders or the Drag Along Buyer may reasonably require in order to carry out the terms and provisions of this Section 12.3, provided that NAV CANADA US Subsidiary shall have the right to elect that NAV CANADA US Subsidiary Stockholder participate in the Drag-Along Sale by selling its NAV CANADA US Subsidiary stock (and/or the equity of any direct or indirect corporate parent of NAV CANADA US Subsidiary whose only asset is ownership of NAV CANADA US Subsidiary) to the prospective buyer in lieu of a transfer of NAV CANADA US Subsidiary’s Interests thereto, and the purchase price payable by the prospective buyer for such NAV CANADA US Subsidiary stock shall be equal to the price that would have been payable in the Drag Along Sale with respect to NAV CANADA US Subsidiary’s Interests. The obligations under this Section 12.3 shall terminate upon the occurrence of a Qualified IPO or the consolidation, liquidation, winding up or Dissolution of the Company pursuant to Article 10.

 

12.4    Tag-Along Rights.

 

If at any time during the term of this Agreement, any transfer of Interests to a person other than a Member (and other than a Permitted Transferee) is permitted pursuant to Section 11.2 or otherwise (a “Tag-Along Sale” and the Member proposing such transfer, a “Tag-Along Seller”), then at least twenty (20) days prior to the date proposed for such Tag-Along Sale, the Tag-Along Seller shall provide to each other Member and to NAV CANADA US Subsidiary Stockholder a notice (the “Tag-Along Notice”) stating the terms and conditions of such proposed Tag-Along Sale (including the amount of Interests to be transferred, the kind and amount of consideration to be paid for such Interests and the name of the proposed purchaser) and offer the other Members the opportunity to participate in such Tag-Along Sale in accordance with this Section 12.4 on the same economic terms and conditions as the Tag-Along Seller; provided that any indemnities to be provided by the Members shall be on a several, and not joint, basis; provided further that this Section 12.4 shall not apply to any transfer pursuant to any agreement or plan of merger or combination that is approved by the Board of Directors; provided further that NAV CANADA US Subsidiary shall have the right to elect that NAV CANADA US Subsidiary Stockholder participate in the Tag-Along Sale by selling its NAV CANADA US Subsidiary stock (and/or the equity of any direct or indirect corporate parent of NAV CANADA US Subsidiary whose only asset is ownership of NAV CANADA US Subsidiary) to the prospective buyer in lieu of a transfer of NAV CANADA US Subsidiary’s Interests thereto, and the purchase price payable by the prospective buyer for such NAV CANADA US Subsidiary stock shall be equal to the price that would have been payable in the Tag-Along Sale with respect to NAV CANADA US Subsidiary’s Interests.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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12.4.1    Within ten (10) Business Days of its receipt of the Tag-Along Notice, each Member that has elected (each such electing Member, a “Tagging Member”) to participate in the Tag-Along Sale shall notify the Tag-Along Seller and the Company of its election. Each Tagging Member shall have the right to transfer to the proposed purchaser up to its pro rata share of the Interests being sold in the Tag Along Sale.

 

12.4.2    Any notification by a Tagging Member pursuant to Section 12.4 shall be a final and binding commitment of such Tagging Member to participate in such Tag-Along Sale; provided, however, that in the event there is a material change in the terms and conditions of the Tag-Along Sale, the Tag-Along Seller shall give written notice of such change to each Tagging Member, and each Tagging Member shall thereafter have the right to revoke its election to participate in the Tag-Along Sale by providing written notice to the Tag-Along Seller within two (2) Business Days of receiving the notice of such change.

 

12.4.3    Notwithstanding anything contained in this Section 12.4, there shall be no liability on the part of the Tag-Along Seller to the Tagging Members if the transfer of the Interests of the Tag-Along Seller pursuant to this Section 12.4 is not consummated for any reason. The obligations under this Section 12.4 shall terminate upon the occurrence of a Qualified IPO or the consolidation, liquidation, winding up or Dissolution of the Company pursuant to Article 10.

 

12.5    Preemptive Right.

 

In the event the Company proposes to undertake an issuance of any Interests not currently reflected on Schedule A (including any issuance of Interests in connection with (i) any [***] and (ii) [***], the Company shall give written notice of its intention to the Members (the “Preemptive Holders”), describing the terms on which the proposed Interests will be issued.

 

12.5.1    Each such Preemptive Holder shall have twenty (20) days from the date of such notice to agree to purchase up to its pro rata share (determined based upon the Interests held by such Preemptive Holder) of such proposed issuance on the terms specified in the notice by giving notice to the Company and stating therein the quantity of such proposed issuance to be purchased by the Preemptive Holder (the “Preemptive Purchase Notice”).

 

12.5.2    Each Preemptive Holder may also indicate in its Preemptive Purchase Notice, if it so elects, its desire to participate in the purchase of the Interests in excess of its pro rata share if any other Preemptive Holder or Preemptive Holders declines to purchase its pro rata share or purchases less than its full pro rata share. Each Preemptive Holder who so indicates shall be deemed to have agreed to purchase the Interests not purchased by other Preemptive Holders in proportion to their pro rata share.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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12.5.3    In the event the Preemptive Holders do not exercise the right of first refusal with respect to the entire proposed offering, the Company shall have ninety (90) days thereafter to sell or enter into agreement (pursuant to which the sale of the Interests covered thereby shall be closed, if at all, within thirty (30) days from the date of said agreement) to sell the Interests respecting the portion not purchased by the Preemptive Holders under the right of first refusal on the terms no more favorable to the purchasers of such Interests than specified in the notice. In the event the Company has not sold the Interests or entered into an agreement to sell the Interests within said ninety (90) day period (or sold and issued Interests in accordance with the foregoing within thirty (30) days from the date of said agreement), the Company shall not thereafter issue any Interests (other than those set forth on Schedule A or Permitted Issuances), without first offering such securities in the manner provided above.

 

12.5.4    This preemptive right shall terminate upon the closing of a Qualified IPO or the consolidation, liquidation, winding up or Dissolution of the Company pursuant to Article 10.

 

12.5.5    No Preemptive Holder shall be permitted to exercise any rights granted pursuant to this Section 12.5 unless, at the time such additional Interests are offered and sold by the Company, such Preemptive Holder is an accredited investor (as such term is defined in the Securities Act of 1933 or the rules and regulations promulgated thereunder).

 

12.6    Registration Rights.

 

Those holders of Interests described in Exhibit 1 attached hereto shall have the registration rights set forth in such Exhibit 1.

 

12.7    Business Activity Qualifications.

 

Except for any jurisdiction in which the Company or any of its subsidiaries currently conduct business, the Company shall use commercially reasonable efforts to limit its activities in any jurisdictions where, if the Company or any of its subsidiaries were required by the laws of such jurisdiction to qualify to do business in such jurisdiction, such qualification would have adverse tax implications for NAV CANADA US Subsidiary, NAV CANADA or Iridium. Notwithstanding the foregoing, if the Company’s business activities require the Company to qualify in any such jurisdiction in order to comply with applicable law, then the Company shall not be prohibited from qualifying to do business is such jurisdiction.

 

Article 13
MISCELLANEOUS

 

13.1    Offset.

 

Whenever the Company is obligated to make a distribution or payment to any Member, any amounts that Member owes the Company may be deducted from said distribution or before payment by the Company.

 

13.2    Notices.

 

Any and all notices, consents, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given only if in writing and the same shall be delivered either:

 

13.2.1    by hand, e-mail or facsimile; or

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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13.2.2    by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postage prepaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

 

13.2.3    All notices, demands, and requests to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of receipt or refusal. All such notices, demands and requests shall be addressed: (i) if to the Company, at its principal executive offices; or (ii) if to a Member, at the address set forth on the Member Register attached hereto or to such other address as such Member may have designated for himself, herself or itself by written notice to the Company in the manner herein prescribed.

 

13.3    Word Meanings; Construction.

 

The singular shall include the plural and the masculine gender shall include the feminine and neuter, and vice versa, unless the context otherwise requires. Unless otherwise indicated, all references to articles and Sections refer to articles and Sections of this Agreement, and all references to Schedules are to schedules attached hereto, each of which is made a part hereof for all purposes.

 

13.4    Binding Provisions.

 

The covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the heirs, legal representatives, successors and assigns of the respective parties hereto.

 

13.5    Applicable Law.

 

This agreement is governed by and shall be construed in accordance with the laws of the State of Delaware, excluding any conflict-of-laws rule or principle that might refer the governance or the construction of this agreement to the law of another jurisdiction. In the event of a conflict between any provision of this Agreement and any non-mandatory provision of the Act, the provision of this Agreement shall control and take precedence.

 

13.6    Severability of Provisions.

 

Each Section of this Agreement constitutes a separate and distinct undertaking, covenant and/or provision hereof. In the event that any provision of this Agreement shall finally be determined to be invalid, illegal or unenforceable in any respect under any applicable law, then:

 

13.6.1    all such provisions shall be deemed severed from this Agreement;

 

13.6.2    every other provision of this Agreement shall remain in full force and effect; and

 

13.6.3    in substitution for any such provision held invalid, illegal or unenforceable, there shall be substituted a provision of similar import reflecting the original intent of the parties hereto to the extent permissible under applicable law.

 

13.7    Section Titles.

 

Section titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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13.8    Further Assurance.

 

The Members shall execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purposes of this Agreement.

 

13.9    Directly or Indirectly.

 

Where any provision in this Agreement refers to action to be taken by any person, or which such person is prohibited from taking, such provision shall be applicable whether the action in question is taken directly or indirectly by such person.

 

13.10    Counterparts.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.

 

13.11    Effect of Waiver and Consent.

 

A waiver or consent, express or implied, to or of any breach or default by any person in the performance by that person of its obligations hereunder or with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that person of the same or any other obligations of that person hereunder or with respect to the Company. Failure on the part of a person to complain of any act of any person or to declare any person in default hereunder or with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that person of its rights with respect to that default until the applicable statute-of-limitations period has run.

 

13.12    Waiver of Certain Rights.

 

Each Member irrevocably waives any right it may have to demand any distributions (other than the Accrued Dividends, if any) or withdrawal of property from the Company or to maintain any action for dissolution (except pursuant to Section 18-802 of the Act) of the Company or for partition of the property of the Company.

 

13.13    Notice of Provisions.

 

By executing this Agreement, each Member acknowledges that it has actual notice of (i) all of the provisions hereof (including, without limitation, the restrictions on Transfer set forth in Article 3), and (ii) all of the provisions of the Certificate.

 

13.14     Entire Agreement.

 

This Agreement together with the other agreements and instruments entered into in connection herewith constitutes the entire agreement among the parties hereto with respect to the transactions contemplated herein, and supersedes all other prior understandings or agreements among the Members with respect to such transactions.

 

13.15    Amendments.

 

Subject to Sections 3.6.8, 6.12.1.16, 12.1.1.2, the Certificate and this Agreement may only be amended in writing executed and delivered by (i) the Company with the approval of the Board of Directors in accordance with the terms hereof and (ii) a Majority-In-Interest of the Members.

 

13.16    Remedies.

 

The Members acknowledge and agree that, in addition to all other remedies available (at law or otherwise) to the Company, the Company shall be entitled to equitable relief (including injunction and specific performance) as a remedy for any breach or threatened breach of any provision of this Agreement. The Members further acknowledge and agree that the Company shall not be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section, and the Members waive any right any of them may have to require that the Company obtain, furnish or post any such bond or similar instrument.

 

* * * *

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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IN WITNESS WHEREOF, the Company, NAV CANADA, and the undersigned Members have executed and delivered this Agreement as of the day and year first above written, and agree to and acknowledge all of its terms and those of the attached Schedules and Exhibits.

 

 

AIREON LLC

 

 

By: /s/ Donald L. Thoma______________
Name: Donald L. Thoma
Title: Chief Executive Officer

 

 

NAV CANADA

 

By: /s/ John Crichton ______________
Name: John Crichton
Title: President & CEO

 

 

By: /s/ Neil Wilson ______________
Name: Neil Wilson
Title: Vice Pres, General Counsel & Corporate Secretary

 

 

MEMBERS:

 

 
NAV CANADA Satellite, Inc.     Iridium Satellite LLC  
By: /s/ John Crichton     By: /s/ Matthew J. Desch  
Name: John Crichton     Name: Matthew J. Desch  
Title: President     Title: Chief Executive Officer  
 

 

By: /s/ Neil Wilson ______________
Name: Neil Wilson
Title: Vice President & Secretary

 

 
 

 

SCHEDULE A

 


Aireon LLC
Member Register
Interests

 

Member  Capital Contribution   Preferred Interests   Common Interests   Total Interests 
NAV CANADA Satellite, Inc.  $15,000,000    5.1%        5.1%
Iridium Satellite LLC  $7,500,000    -    94.9%   94.9%
TOTAL  $22,500,000              100%

 

 

 
 

 

EXHIBIT 1

 


REGISTRATION RIGHTS

 

1.1    Additional Definitions. Except as otherwise defined herein, as used in this Exhibit B, the following terms have the following meanings:

 

(a)    “Common Stock” means the common stock of the Company after its conversion to a corporation.

 

(b)    “Company” means, for purposes of this Exhibit 1, the Company and any successor entity into which the Company converts for purposes of complying with this Exhibit 1.

 

(c)    “Form S-3” means such form under the Securities Act as in effect on the date hereof or any successor or similar registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

 

(d)    “Holder” means any person owning of record Registrable Securities that have not been sold to the public or any assignee of record of such Registrable Securities in accordance with Section 1.9 hereof.

 

(e)    “Initial Offering” means the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act.

 

(f)    “Preferred Stock” means the preferred stock of the Company after its conversion to a corporation.

 

(g)    “Register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.

 

(h)    “Registrable Securities” means (a) Common Stock of the Company issuable or issued upon conversion of the Company’s Preferred Interest or Preferred Stock, (b) Common Stock of the Company issuable or issued upon conversion of the Company’s Common Interest, and (c) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such above-described securities. Notwithstanding the foregoing, Registrable Securities shall not include any securities (i) sold by a person to the public either pursuant to a registration statement or Rule 144 or (ii) sold in a private transaction in which the transferor’s rights under this Exhibit 1 are not assigned.

 

(i)     “Registration Expenses” means all expenses incurred by the Company in complying with Sections 1.2, 1.3 and 1.4 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and accountants for the Company, transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, all fees and expenses payable in connection with the listing of the securities on any securities exchange or automated interdealer quotation system or the rating of such securities, reasonable fees and disbursements of a single special counsel for the Holders, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).

 

A-1
 

 

(j)    “SEC” or “Commission” means the Securities and Exchange Commission.

 

(k)   “Securities Act” means the Securities Act of 1933, as amended.

 

(l)    “Selling Expenses” means all underwriting discounts and selling commissions applicable to the sale.

 

(m)   “Special Registration Statement” means (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statements related to the issuance or resale of securities issued in such a transaction.

 

1.2    Demand Registration.

 

(a) Subject to the conditions of this Section 1.2, at any time and from time to time following the date that is one hundred eighty (180) days after the consummation of the Initial Offering, if the Company shall receive a written request from the Holders of at least thirty percent (30%) of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act such that the anticipated aggregate offering price, net of underwriting discounts and commissions, would constitute a Qualified IPO (each, a “Demand Registration”), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered.

 

(b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 or any request pursuant to Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.2(a) or Section 1.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2 or Section 1.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

 

 

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(c) The Company shall not be required to effect a registration pursuant to this Section 1.2:

 

(i)    prior to the expiration of the restrictions on transfer set forth in Section 1.11 following the Initial Offering;

 

(ii)   after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective;

 

(iii)  during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective;

 

(iv)    if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days;

 

(v)    if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than sixty (60) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period;

 

(vi)   if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below; or

 

(vii)   in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

 

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1.3    Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

 

(a)    Underwriting. If the registration statement of which the Company gives notice under this Section 1.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

 

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(b)    Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 whether or not any Holder has elected to include securities in such registration, and shall promptly notify any Holder that has elected to include shares in such registration of such termination or withdrawal. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.5 hereof.

 

1.4    Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:

 

(a)    promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and

 

(b)    as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 1.4:

 

(i)    if Form S-3 is not available for such offering by the Holders, or

 

(ii)   if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000), or

 

(iii)  if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 1.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;

 

(iv)  if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period,

 

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(v)   if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4, or

 

(vi)  in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

 

(c)   Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 1.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 1.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.

 

1.5    Expenses of Registration. Except as specifically provided herein, all Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Section 1.2, 1.3 or 1.4 herein shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the holders of the securities so registered pro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4, the request of which has been subsequently withdrawn by the Initiating Holders unless (a) the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request or (b) the Holders of a majority of Registrable Securities agree to deem such registration to have been effected as of the date of such withdrawal for purposes of determining whether the Company shall be obligated pursuant to Section 1.2(c) or 1.4(b)(5), as applicable, to undertake any subsequent registration, in which event such right shall be forfeited by all Holders). If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration in proportion to the number of shares for which registration was requested. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above, then such registration shall not be deemed to have been effected for purposes of determining whether the Company shall be obligated pursuant to Section 1.2(c) or 1.4(b)(5), as applicable, to undertake any subsequent registration.

 

1.6    Obligations of the Company. Whenever required to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

 

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(a)   prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to thirty (30) days or, if earlier, until the Holder or Holders have completed the distribution related thereto; provided, however, that at any time, upon written notice to the participating Holders and for a period not to exceed sixty (60) days thereafter (the “Suspension Period”), the Company may delay the filing or effectiveness of any registration statement or suspend the use or effectiveness of any registration statement (and the Initiating Holders hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company reasonably believes that there is or may be in existence material nonpublic information or events involving the Company, the failure of which to be disclosed in the prospectus included in the registration statement could result in a Violation (as defined below). In the event that the Company shall exercise its right to delay or suspend the filing or effectiveness of a registration hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period. The Company may extend the Suspension Period for an additional consecutive sixty (60) days with the consent of the holders of a majority of the Registrable Securities registered under the applicable registration statement, which consent shall not be unreasonably withheld. In no event shall any Suspension Period, when taken together with all prior Suspension Periods, exceed 120 days in the aggregate. If so directed by the Company, all Holders registering shares under such registration statement shall (i) not offer to sell any Registrable Securities pursuant to the registration statement during the period in which the delay or suspension is in effect after receiving notice of such delay or suspension; and (ii) use their best efforts to deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holders’ possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. Notwithstanding the foregoing, the Company shall not be required to file, cause to become effective or maintain the effectiveness of any registration statement other than a registration statement on Form S-3 that contemplates a distribution of securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

 

(b)   Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in subsection (a) above.

 

(c)   Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

 

(d)   Use its reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

 

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(e)   In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

 

(f)   Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The Company will amend or supplement such prospectus in order to cause such prospectus not to include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

 

(g)   Use its reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters.

 

1.7    Delay of Registration; Furnishing Information.

 

(a) No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.7.

 

(b) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 1.2, 1.3 or 1.4 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to effect the registration of their Registrable Securities.

 

(c) The Company shall have no obligation with respect to any registration requested pursuant to Section 1.2 or Section 1.4 if the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate offering price required to originally trigger the Company’s obligation to initiate such registration as specified in Section 1.2 and Section 1.4, whichever is applicable.

 

1.8    Indemnification. In the event any Registrable Securities are included in a registration statement under Sections 1.2, 1.3 or 1.4:

 

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(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, members, officers, employees, stockholders and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or incorporated reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will reimburse each such Holder, partner, member, officer, director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided however, that the indemnity agreement contained in this Section 1.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, member, officer, director, underwriter or controlling person of such Holder.

 

(b) To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, its officers and each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, members, directors, stockholders, employees or officers or any person who controls such Holder, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Holder, or partner, director, officer or controlling person of such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any of the following statements: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or incorporated reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act (collectively, a “Holder Violation”), in each case to the extent (and only to the extent) that such Holder Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed by such Holder and stated to be specifically for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, or partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Holder Violation; provided, however, that the indemnity agreement contained in this Section 1.8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided further, that in no event shall any indemnity under this Section 1.8 exceed the net proceeds from the offering received by such Holder.

 

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(c)   Promptly after receipt by an indemnified party under this Section 1.8 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses thereof to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.8 to the extent, and only to the extent, prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.8.

 

(d)   If the indemnification provided for in this Section 1.8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) or Holder Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event shall any contribution by a Holder hereunder exceed the net proceeds from the offering received by such Holder.

 

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(e)   The obligations of the Company and Holders under this Section 1.8 shall survive completion of any offering of Registrable Securities in a registration statement and, with respect to liability arising from an offering to which this Section 1.8 would apply that is covered by a registration filed before termination of this Agreement, such termination. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

 

1.9   Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned by a Holder to a transferee or assignee of Registrable Securities (for so long as such shares remain Registrable Securities) that (a) is a subsidiary, parent, general partner, limited partner, retired partner, member or retired member, or stockholder of a Holder that is a corporation, partnership or limited liability company, (b) is a Holder’s family member or trust for the benefit of an individual Holder, or (c) acquires at least five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations); or (d) is an entity affiliated by common control (or other related entity) with such Holder provided, however, (i) the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement.

 

1.10   Limitation on Subsequent Registration Rights. Except as otherwise provided in this Agreement, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

 

1.11   “Market Stand-Off” Agreement. Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) (i) during the 180-day period following the effective date of the Initial Offering (or such longer period, not to exceed 34 days after the expiration of the 180-day period, as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation); provided, that, with respect to (i) and (ii) above, all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this Section 1.11 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future.

 

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1.12 Agreement to Furnish Information. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under Section 1.11 or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in Section 1.11 and this Section 1.12 shall not apply to a Special Registration Statement. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said day period. Each Holder agrees that any transferee of any shares of Registrable Securities shall be bound by Sections 1.11 and 1.12. The underwriters of the Company’s stock are intended third party beneficiaries of Sections 1.11 and 1.12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

 

1.13 Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its best efforts to:

 

(a) Make and keep public information available, as those terms are understood and defined in SEC Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Company for an offering of its securities to the general public;

 

(b) File with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act; and

 

(c) So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request: a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 of the Securities Act, and of the Exchange Act (at any time after it has become subject to such reporting requirements); a copy of the most recent annual or quarterly report of the Company filed with the Commission; and such other reports and documents as a Holder may reasonably request in connection with availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration.

 

1.14 Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Section 1.2, Section 1.3, or Section 1.4 hereof shall terminate upon the earlier of: (i) in the event NAV CANADA US Subsidiary delivers, or is deemed to have delivered pursuant to the terms herein, written notice to the Company indicating that it elects not to fund any NAV CANADA Financing prior to the closing of the Third NAV CANADA Tranche Financing, the date three (3) years following an initial public offering that results in the conversion of all outstanding shares of Preferred stock; or (ii) such time as such Holder, as reflected on the Company’s list of stockholders, holds less than 1% of the Company’s outstanding Common Stock (treating all shares of Preferred Stock on an as converted basis), the Company has completed its Initial Offering and all Registrable Securities of the Company issuable or issued upon conversion of the Shares held by and issuable to such Holder (and its affiliates) may be sold pursuant to Rule 144 during any ninety (90) day period. Upon such termination, such shares shall cease to be “Registrable Securities” hereunder for all purposes.

 

A-12
 

 

EXHIBIT 2

 


LONG-TERM OPERATING PLAN

 

 

B-14
 

 

EXHIBIT 3

 


BUDGET

 

 

 

 EX-10.26 3 v329740_ex10-26.htm EXHIBIT 10.26

 

 

 

 

AMENDMENT N° 13

 

 

TO THE

 

 

FULL SCALE SYSTEM DEVELOPMENT CONTRACT

 

No. IS-10-021

 

Between

 

Iridium Satellite LLC

 

And

 

THALES ALENIA SPACE FRANCE

 

for the

 

IRIDIUM NEXT SYSTEM

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

Execution Copy     Iridium / Thales Alenia Space Confidential & Proprietary

 

 
 

 

 

PREAMBLE

 

This Amendment N° 13 (the “Amendment”) to the Full Scale System Development Contract No. IS-10-021 signed on June 1, 2010 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium Next System, as amended, (the “Contract”) is entered into on this 25th day of October, 2012 by and between Thales Alenia Space France, a company organized and existing under the laws of France, having its registered office at 26 avenue Jean François Champollion 31100 Toulouse – FRANCE (“Contractor”), and Iridium Satellite LLC, a limited liability company organized under the laws of Delaware, having an office at 1750 Tysons Boulevard, Suite 1400, McLean, VA 22102 - USA (“Purchaser”).

 

RECITALS

 

WHEREAS, Purchaser and Contractor have engaged in discussions relating to changes the Parties would like to incorporate in the Contract to modify certain Milestones;

 

WHEREAS, the Parties now desire to amend the Contract in accordance with the terms and conditions as specified herein.

 

NOW, THEREFORE, in consideration of the premises and for good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

 

Article 1:   Capitalized terms used but not defined in this Amendment shall have the meanings ascribed thereto in the Contract or any amendments thereto, as the case may be.

 

 

Article 2:   Article 1 of the Contract is hereby revised to add the following definitions.

 

“[***]” means the [***].

 

“[***]” means an [***].

 

“[***]” means an [***].

 

“[***]” means the [***].

 

“[***]” means the [***].

 

“[***]” means the [***].

 

“[***]” means an [***].

 

“[***]” means the [***].

 

“[***]” means the [***].

 

“[***]” means the [***].

 

“[***]” or “[***]” means the [***].

 

“[***]” means the [***].

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

Execution Copy     Iridium / Thales Alenia Space Confidential & Proprietary

 

1
 

 

“[***]” means the [***].”

 

“[***]” means the [***].

 

“[***]” means the [***].

 

 

Article 3:    Milestones [***] and [***] set forth in Exhibit D (Payment Plan) of the Contract are hereby deleted and replaced in their entirety with the following:

 

[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]

 

 

Article 4:    The closure criteria for the Milestones set forth in Article 2 above shall be as follows:

 

a.Milestone [***] – (1) All success criteria applicable to Milestone [***], as set forth in the SOW, have been met; (2) All action items [***] are closed; (3) [***] or more [***] have been built and tested [***]; (4) [***] qualification has been completed; and (5) [***] is complete [***].

 

b.Milestone [***] – (1) [***] is complete [***]; and (2) [***] design is updated based on [***].

 

c.Milestone [***] – (1) All success criteria applicable to Milestone [***], as set forth in the SOW, with the exception of [***], have been met; and (2) All action items [***] are closed.

 

d.Milestone [***] – (1) All [***] requirements are complete [***] and implemented in design documentation; and (2) All [***] are closed.

 

e.Milestone [***] – (1) All success criteria applicable to Milestone [***], as set forth in the SOW, with the exception of [***], have been met; and (2) All action items [***] are closed.

 

f.Milestone [***] – (1) [***] validate [***] and verify compliance with [***] requirements; (2) [***] is successfully [***] with [***]; (3) All changes [***] are included in the baseline design and all [***] requirements are complete and mapped from the [***] to the [***], and implemented in design documentation; and (4) All [***] are closed.

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

Execution Copy     Iridium / Thales Alenia Space Confidential & Proprietary

 

2
 

 

 

Article 5: As consideration for Purchaser’s agreement to make the Milestone adjustments set forth herein, Contractor agrees to:

 

a.include [***] and [***] in [***] and in [***];

 

b.accept additional criteria [***] on [***];

 

c.confirm that the [***] will be implemented [***];

 

d.perform and deliver the [***] study, as set forth in [***], to Iridium [***]; and

 

e.incorporate the [***], including [***], and [***] into [***], at a cost to Iridium that shall not exceed [***] US Dollars (US$[***]); such agreed to amount to be deducted from the Adjustment, leaving a remaining Adjustment balances of [***] U.S. Dollars (US$[***]). Purchaser and Contractor shall work together in good faith to determine if the overall cost of the change can feasibly be further reduced by reducing the scope to [***], and if so, then [***].

 

Article 6: The effective date of this Amendment shall be the date when all of the following conditions have been fulfilled (with respect to (B) below, as confirmed in writing by Purchaser to Contractor promptly upon occurrence):

 

(A)Signature of the Amendment by both Parties; and

 

(B) Notification of Contractor by Purchaser that Purchaser has [***].

 

 

Article 7: This Amendment may be executed and delivered (including via facsimile or other electronic means) in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

 

 

Article 8: All other provisions of the Contract not expressly referred to in this Amendment remain in full force and effect.

 

 

IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized officers as of the date set forth in the Preamble.

 

IRIDIUM SATELLITE LLC     THALES ALENIA SPACE FRANCE  
/s/ S. Scott Smith     /s/ Nathalie Smirnov  
S. Scott Smith     Nathalie Smirnov  

Executive Vice President, 

     Senior Vice President,  
Satellite Development & Operations     System & Payload – Telecom  

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

Execution Copy     Iridium / Thales Alenia Space Confidential & Proprietary

3

 

 EX-10.27 4 v329740_ex10-27.htm EXHIBIT 10.27

 

 

 

 

AMENDMENT N° 14

 

 

TO THE

 

 

FULL SCALE SYSTEM DEVELOPMENT CONTRACT

 

No. IS-10-021

 

Between

 

Iridium Satellite LLC

 

And

 

THALES ALENIA SPACE FRANCE

 

for the

 

IRIDIUM NEXT SYSTEM

 

 

 

 

 

 

 

 

 

 

 

 

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

Execution Copy

 

 
 

 

 

 

PREAMBLE

 

This Amendment N° 14 (the “Amendment”) to the Full Scale System Development Contract No. IS-10-021 signed on June 1, 2010 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium Next System, as amended, (the “Contract”) is entered into on this 8th day of November, 2012 by and between Thales Alenia Space France, a company organized and existing under the laws of France, having its registered office at 26 avenue Jean François Champollion 31100 Toulouse – FRANCE (“Contractor”), and Iridium Satellite LLC, a limited liability company organized under the laws of Delaware, having an office at 1750 Tysons Boulevard, Suite 1400, McLean, VA 22102 - USA (“Purchaser”).

 

RECITALS

 

WHEREAS, the Parties have agreed to incorporate [***] and [***] (“[***]”) into the [***] according to the requirements set forth in [***] dated [***] and [***]; and

 

WHEREAS, Purchaser issued a letter, dated [***], authorizing Contractor to proceed with work necessary to incorporate [***] and [***] into the [***], which is superseded by this Amendment; and

 

WHEREAS, the Parties have reached agreement on the total price for incorporation of [***] and [***] into the [***].

 

NOW, THEREFORE, in consideration of the premises and for good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

 

Article 1:   Capitalized terms used but not defined in this Amendment shall have the meanings ascribed thereto in the Contract or any amendments thereto, as the case may be.

 

Article 2:   The cost to implement [***],[***] U.S. Dollars (US$[***]), shall be accounted for as follows:

 

(i)    [***] U.S. Dollars (US$[***]) of this total amount shall be deducted from the Adjustment, leaving no remaining Adjustment balance; and

  

(ii)   the Base Contract Price set forth in Article 4.1 of the Contract is hereby increased by [***] U.S. Dollars (US$[***]) to a new Base Contract Price of not more than [***] U.S. Dollars (US$[***]).

 

Article 3: All Contract Milestones, except for those listed below and contained in Article 4 herein, will not contain [***].

 

·         [***]

 

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

Execution     Copy   Iridium / Thales Alenia Space Confidential & Proprietary

 

1
 

 

Article 4: Exhibit D of the Contract is hereby revised to add the following separate milestone payment schedule applicable to the implementation of [***].

 

[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]

 

Article 5: Table 10-1 set forth in Section 10 of the SOW is hereby revised by the addition of the following [***] items.

 

[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]

 

Article 6: Section 11 of Exhibit B is hereby revised to add the following separate [***]-related milestones and milestone reviews.

 

[***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***]
[***]

 

 

Article 7: Appendix A of the SOW is hereby revised by the addition of the following Deliverable Data applicable to the implementation of [***].

 

[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]

[***]

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

Execution     Copy Iridium / Thales Alenia Space Confidential & Proprietary

 

2
 

 

Article 8: This Amendment may be executed and delivered (including via facsimile or other electronic means) in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

 

Article 9: All other provisions of the Contract not expressly referred to in this Amendment remain in full force and effect.

 

IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized officers as of the date set forth in the Preamble.

 
IRIDIUM SATELLITE LLC     THALES ALENIA SPACE FRANCE  
/s/ S. Scott Smith     /s/ Nathalie Smirnov  
S. Scott Smith     Nathalie Smirnov  
Executive Vice President,     Senior Vice President  
Satellite Development & Operations     System & Payload – Telecom  
 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

Execution     Copy Iridium / Thales Alenia Space Confidential & Proprietary

 

3

 

 EX-10.51 5 v329740_ex10-51.htm EXHIBIT 10.51

 

EMPLOYMENT AGREEMENT

 

Donald L. Thoma

 

EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December 31, 2010 (the “Effective Date”), by and between Iridium Satellite LLC, a Delaware limited liability company (the “Company”, and together with Iridium Communictions Inc. and its other subsidiaries, the “Company Group”), and Donald L. Thoma (“Executive” and, together with the Company, the “Parties”). This Agreement supersedes and replaces in its entirety the offer letter between Executive and Iridium Satellite LLC dated May 10, 2001 (the “Offer Letter”).

 

WHEREAS, the Company desires to continue to employ Executive pursuant to the terms, provisions and conditions set forth in this Agreement;

 

WHEREAS, Executive desires to continue to be employed on the terms hereinafter set forth in this Agreement; and

 

WHEREAS, Executive acknowledges that (i) Executive’s employment with the Company will provide Executive with trade secrets of, and confidential information concerning, the Company Group; and (ii) the covenants contained in this Agreement are essential to protect the business and goodwill of the Company Group.

 

NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the Parties hereby agree as follows:

 

1.                  At-Will Employment. Executive shall continue to be employed by the Company on an at-will basis, meaning either the Company or Executive may terminate Executive’s employment at any time, with or without Cause or advanced notice. Executive’s rights to compensation following a termination of employment shall be only as set forth in Section 8 below.

 

1.
 

 

2.                  Position and Duties. Executive shall serve as the Company’s Executive Vice President, Marketing. Executive shall perform such duties of an executive, managerial and reporting nature customary to such position, and as reasonably assigned to him, from time to time, by the Company’s Chief Executive Officer (the “CEO”), to whom Executive shall report. Executive shall devote Executive’s full business time and attention to the performance of Executive’s duties hereunder and shall not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services, either directly or indirectly; provided, that nothing herein shall preclude Executive from (i) with the prior written consent of the Board, serving on the board of directors of other for-profit companies that do not compete with the Company, (ii) serving on civic or charitable boards or committees, and (iii) managing personal investments, so long as all such activities described in (i) through (iii) herein do not materially interfere with the performance of Executive’s duties and responsibilities under this Agreement.

 

3.                  Cash Compensation.

 

(a)               Base Salary. Executive’s initial base salary under this Agreement shall be earned at a rate of $275,000.00 on an annual basis (or $11,458.34 on a semi-monthly basis) (the “Base Salary”), less standard payroll deductions and withholdings. Executive shall be paid in accordance with Company practice and policy. Executive’s Base Salary shall be reviewed and adjusted from time to time by the Board or a duly authorized committee.

 

(b)               Annual Bonus. Subject to the achievement of the applicable performance goals determined by the Company and Executive’s continued service through the bonus payment date, Executive shall be eligible to earn an annual bonus (the “Annual Bonus”) with a target amount equal to sixty percent (60%) of the Base Salary (the “Target Bonus”). If Executive leaves the employ of the Company prior to payment of any Annual Bonus, he is not eligible for an annual bonus, prorated or otherwise, except as expressly contemplated in Section 8 below. The Annual Bonus earned for any given year shall be paid to Executive on the date on which annual bonuses are paid to all other senior executives of the Company, but in no event later than March 15 of the year following the year in which Executive’s right to the Annual Bonus is no longer subject to a substantial risk of forfeiture, so as to comply with Treasury Regulation Section 1.409A-1(b)(4).

 

4.                  Employee Benefits. Executive shall be eligible to participate in the employee benefit plans and programs of the Company Group on a basis no less favorable than such benefits are provided by the Company Group from time to time to the Company Group’s other senior executives.

 

5.                  Vacation. Executive shall be eligible to accrue up to four (4) weeks paid vacation during each year. Executive shall also be entitled to all paid holidays and personal days given by the Company to its senior executives.

 

6.                  Expense Reimbursement. Executive shall be entitled to receive prompt reimbursement for all travel and business expenses reasonably incurred and accounted for by Executive (in accordance with the policies and procedures established from time to time by the Company Group) in performing services hereunder. For the avoidance of doubt, to the extent that any reimbursements (including any taxable benefits reimbursements) are subject to the provisions of Section 409A of the Code: (a) to be eligible to obtain reimbursement for such expenses Executive must submit expense reports within 45 days after the expense is incurred, (b) any such reimbursements will be paid no later than December 31 of the year following the year in which the expense was incurred, (c) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and (d) the right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

 

2.
 

 

7.                  Indemnification; D&O Coverage. The Company Group, and its successors and/or assigns, will indemnify and defend Executive to the fullest extent permitted by the By-Laws and Certificate of Incorporation of Iridium Communications Inc. (the “Parent”) with respect to any claims that may be brought against Executive arising out of any action taken or not taken in Executive’s capacity as an officer or director of any member of the Company Group. In addition, Executive shall be covered as an insured in respect of Executive’s activities as an officer and director of any member of the Company Group by the Parent’s Directors and Officers liability policy or other comparable policies obtained by the Company’s successors, to the fullest extent permitted by such policies. The Company’s indemnification obligations hereunder shall remain in effect following the Executive’s termination of employment with the Company Group.

 

8.                  Termination of Employment. Executive’s employment may be terminated under the following circumstances:

 

(a)               Death. Executive’s employment shall terminate upon Executive’s death. Upon any such termination, Executive’s estate shall be entitled to receive his Base Salary through the date of termination (the “Accrued Salary”) and (B) any other earned but unpaid wages (together, the “Accrued Amounts”). The Accrued Amounts shall be timely paid following the date of termination in accordance with applicable laws. All other benefits, if any, due to Executive’s estate following Executive’s termination due to death shall be determined in accordance with the plans, policies and practices of the Company Group; provided, that Executive’s estate shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group. Executive’s estate shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment.

 

(b)               Disability. The Company may terminate Executive’s employment for Disability. “Disability” shall mean Executive’s inability, due to physical or mental incapacity, to perform his duties under this Agreement with substantially the same level of quality as immediately prior to such incapacity for a period of ninety (90) consecutive days or one hundred twenty (120) days during any consecutive six (6) month period. In conjunction with determining Disability for purposes of this Agreement, Executive hereby (i) consents to any such examinations which are relevant to a determination of whether Executive is mentally and/or physically disabled, and (ii) agrees to furnish such medical information as may be reasonably requested. Upon any such termination, Executive shall be entitled to receive payment of the Accrued Amounts. All other benefits, if any, due to Executive following Executive’s termination by the Company for Disability shall be determined in accordance with the plans, policies and practices of the Company Group; provided, that Executive shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group. Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment.

 

3.
 

 

(c)                Termination for Cause; Voluntary Termination. At any time, (i) the Company may terminate Executive’s employment for “Cause” (as defined below) by Notice of Termination (as defined in Section 8(e)) specifying the grounds for Cause in reasonable detail, and (ii) Executive may terminate Executive’s employment “voluntarily” (that is, other than by death, Disability or for Good Reason, in accordance with Section 8(a), 8(b) or 8(d), respectively); provided, that Executive shall be required to give at least thirty (30) days advance written notice to the Company of such termination. “Cause” shall mean Executive’s: (A) material breach of this Agreement, including the willful failure to substantially perform his duties hereunder; (B) willful failure to carry out, or comply with, in any material respect, any lawful and reasonable directive of the Board, not inconsistent with the terms of this Agreement; (C) commission at any time of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of guilty or no contest or imposition of unadjudicated probation for any felony or crime involving moral turpitude; (D) unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing Executive’s duties and responsibilities hereunder; (E) breach of any written policies or procedures of the Company Group that are applicable to Executive and that have previously been provided to Executive, which breach causes or is reasonably expected to cause material economic harm to any member of the Company Group; or (F) commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty against the Company or any of its affiliates (or any of their respective predecessors or successors), which, for the avoidance of doubt, shall not include any good faith disputes regarding immaterial amounts that relate to Executive’s expense account, reimbursement claims or other de minimis matters; provided, however, that in the case of (A), (B) or (E) above, if any such breach or failure is curable, Executive fails to cure such breach or failure to the reasonable satisfaction of the Board within fifteen (15) days of the date the Company delivers written notice of such breach or failure to Executive. For purposes of this Agreement, no act or failure to act by Executive shall be considered “willful” unless such act is done or failed to be done intentionally and in bad faith.

 

Upon the termination of Executive’s employment pursuant to this Section 8(c), Executive shall be entitled to receive payment of the Accrued Amounts. All other benefits, if any, due to Executive following Executive’s termination of employment pursuant to this Section 8(c) shall be determined in accordance with the plans, policies and practices of the Company Group; provided, that Executive shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group. Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment.

 

(d)               Termination for Good Reason or Without Cause. At any time, (i) Executive may terminate Executive’s employment for “Good Reason” (as defined below) and (ii) the Company may terminate Executive’s employment without Cause (that is, other than by death, Disability or for Cause, in accordance with Section 8(a), 8(b) or 8(c), respectively). “Good Reason” shall mean the assignment of duties materially inconsistent with Executive’s position, authority, duties or responsibilities, or a substantially adverse alteration in the nature or status of Executive’s responsibilities.

 

4.
 

 

Upon the termination of Executive’s employment hereunder pursuant to this Section 8(d), and provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definitions thereunder, a “Separation From Service”), Executive shall receive (A) the Accrued Amounts, and, (B) subject to Executive’s execution, delivery and non-revocation of an effective release of all claims against the Company Group substantially in the form attached hereto as Exhibit A (the “Release”) within the sixty (60) day period following the date of Executive’s Separation From Service, the following severance benefits (collectively, the “Severance Benefits”):

 

(i)                 an amount equal to 12 months of Executive’s then-current Base Salary, paid in equal installments on the Company’s normal payroll schedule over the 12 month period immediately following the date of Separation From Service (the “Severance Period”), except as set forth below (the “Salary Continuation”).

 

(ii)               an amount equal to the Annual Bonus for the year of his Separation from Service that Executive would have earned (had the Executive remain employed though the payment date), based on actual achievement of the designated performance metrics, pro-rated based on the number of days served in the year of termination, unless such Separation From Service occurs on or within twelve (12) months after a Change in Control, in which case the payment under this clause (ii) shall not be pro-rated, paid in equal installments on the Company’s normal payroll schedule over the remained of the Severance Period from and after the date the Company determines actual performance and the amount of bunis that would have been earned based on such performance..

 

(iii)             if Executive is participating in the Company’s employee group health insurance plans on the date of Separation From Service and subject to Executive making a timely election to continue such coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, or, if applicable, state or local insurance laws (“COBRA”), then the Company shall pay, directly to the COBRA carrier, as and when due, the COBRA premiums necessary to continue Executive’s health insurance coverage in effect for himself and his eligible dependents on the termination date until the earliest of (A) the month in which the Severance Period Ends, (B) the expiration of eligibility for the continuation coverage under COBRA, or (C) the date when Executive or his dependents become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the termination date through the earliest of (A) through (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums for the remainder of the COBRA Payment Period, the Company will instead pay Executive on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. If Executive becomes eligible for coverage under another employer's group health plan or otherwise ceases to be eligible for COBRA during the period provided in this clause, Executive must immediately notify the Company of such event, and all payments and obligations under this clause shall cease.

 

5.
 

 

(iv)             if such Separation From Service occurs on or within twelve (12) months after a Change in Control (as defined in the Parent’s 2009 Stock Incentive Plan), one hundred percent (100%) of Executive’s then-outstanding equity awards shall become vested (and exercisable, as applicable) effective as of the date of Executive’s Separation from Service.

 

All of the Severance Benefits are subject to deductions for applicable tax withholdings. No Severance Benefits will be paid prior to the day that is sixty (60) days following the date of Separation From Service. On the sixtieth (60th) day following the date of Separation From Service, the Company shall pay in a lump sum the aggregate amount of the cash Severance Benefits that the Company would have paid Executive through such date had the payments commenced on the Separation From Service through such sixtieth (60th) day, with the balance paid thereafter on the applicable schedules described above.

 

All other benefits, if any, due Executive following a termination pursuant to this Section 8(d) shall be determined in accordance with the plans, policies and practices of the Company Group; provided, that Executive shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group. Payments under this Agreement are intended to fulfill any statutory obligation to provide notice or pay in lieu of notice. Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment.

(e)                Notice of Termination. Any termination of the Executive’s employment by the Company or by Executive shall be communicated by written Notice of Termination to the other Party. For purposes of this Agreement, “Notice of Termination” shall mean a notice that shall indicate the specific termination provision in this Agreement relied upon and shall, to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

 

(f)                Board/Committee Resignation. Upon termination of Executive’s employment for any reason, Executive agrees to resign, as of the date of such termination and to the extent applicable, from the Board (and any committees thereof) and, as applicable, the board of directors (and any committees thereof) of each of the other members of the Company Group.

 

(g)               Taxes. Notwithstanding any other provision of this Agreement to the contrary, if payments made or benefits provided pursuant to this Section 8 or otherwise from the Company Group or any person or entity are considered “parachute payments” under Section 280G of the Code, then such parachute payments shall be limited to the greatest amount that may be paid to Executive under Section 280G of the Code without causing any loss of deduction to the Company Group under such section, but only if, by reason of such reduction, the net after tax benefit to Executive shall exceed the net after tax benefit if such reduction were not made. “Net after tax benefit” for purposes of this Agreement shall mean the sum of (i) the total amounts payable to the Executive under Section 8, plus (ii) all other payments and benefits which the Executive receives or then is entitled to receive from the Company Group or otherwise that would constitute a “parachute payment” within the meaning of Section 280G of the Code, less (iii) the amount of federal and state income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based upon the rate in effect for such year as set forth in the Code at the time of termination of Executive’s employment), less (iv) the amount of excise taxes imposed with respect to the payments and benefits described in (i) and (ii) above by Section 4999 of the Code. The determination as to whether and to what extent payments are required to be reduced in accordance with this Section 8(g) shall be made at the Company’s expense by a nationally recognized certified public accounting firm as may be designated by the Company prior to a change in control (the “Accounting Firm”). In the event of any mistaken underpayment or overpayment under this Agreement, as determined by the Accounting Firm, the amount of such underpayment or overpayment shall forthwith be paid to Executive or refunded to the Company, as the case may be, with interest at one hundred twenty (120%) of the applicable Federal rate provided for in Section 7872(f)(2) of the Code. Any reduction in payments required by this Section 8(g) shall occur in the following order: (1) any cash severance, (2) any other cash amount payable to Executive, (3) any benefit valued as a “parachute payment,” (4) the acceleration of vesting of any equity awards that are options, and (5) the acceleration of vesting of any other equity awards. Within any such category of payments and benefits, a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A and then with respect to amounts that are. In the event that acceleration of compensation from equity awards is to be reduced, such acceleration of vesting shall be canceled, subject to the immediately preceding sentence, in the reverse order of the date of grant.

 

6.
 

 

9.                  Restrictive Covenants.

 

(a)               Noncompetition. In consideration of the payments by the Company to Executive pursuant to this Agreement, Executive hereby covenants and agrees that, during Executive’s employment with the Company and, in the event that Executive becomes entitled to and is in fact receiving severance payments under the terms of this Agreement, for the one-year period following the date of Executive’s termination for any reason (the “Restricted Period”), Executive shall not, without the prior written consent of the Company, engage in “Competition” (as defined below) with the Company Group. For purposes of this Agreement, if Executive takes any of the following actions he shall be engaged in “Competition:” engaging in or carrying on, directly or indirectly, any enterprise, whether as an advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant to any of the following entities that are competitors of the Company: Inmarsat, Globalstar, Thuraya, and ORBCOMM, as well as any of the designated Competing Companies that are acquired by another entity and operate as a subsidiary or business unit of the acquiring entity. Notwithstanding the foregoing, “Competition” shall not include the passive ownership of securities in any entity and exercise of rights appurtenant thereto, so long as such securities represent no more than two percent (2%) of the voting power of all securities of such enterprise.

 

(b)               Nonsolicitation and No Hire. In further consideration of the payments by the Company to Executive pursuant to this Agreement, Executive hereby covenants and agrees that, during Executive’s employment with the Company and, in the event that Executive becomes entitled to and is in fact receiving severance payments under the temrs of this Agreement, for the one-year period following the date of Executive’s termination for any reason, Executive shall not (i) induce or attempt to induce any employee or consultant of the Company Group to leave the employ or services of the Company Group, or in any way interfere with the relationship between the Company Group and any employee or consultant thereof, (ii) except in the performance of Executive’s duties for the Company Group, hire any person who was an employee of the Company Group at any time during the six (6) month period immediately prior to the date on which such hiring would take place, or (iii) solicit, initiate contact or initiate service with any customer, supplier, licensee, licensor or other business relation of the Company Group with whom Executive routinely conducted business with while employed with the Company, with the intent to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company Group, or with the intent to wrongfully interfere with the relationship between any such customer, supplier, licensee or business relation of the Company Group.

 

7.
 

 

(c)                Confidential Information. Executive acknowledges that the Company Group has a legitimate and continuing proprietary interest in the protection of its “Confidential Information” (as defined below) and that it has invested substantial sums and will continue to invest substantial sums to develop, maintain and protect such Confidential Information. During the period of Executive’s employment and at all times thereafter, Executive shall not, except with the written consent of the Company or in connection with carrying out Executive’s duties or responsibilities hereunder, furnish or make accessible to anyone or use for Executive’s own benefit any trade secrets, confidential or proprietary information of the Company Group, including without limitation its business plans, marketing plans, strategies, systems, programs, methods, trade secrets, employee lists, computer programs, insurance profiles and client lists (hereafter referred to as “Confidential Information”); provided, that such Confidential Information shall not include information which at the time of disclosure or use, was generally available to the public other than by a breach of this Agreement or was available to the party to whom disclosed on a non-confidential basis by disclosure or access provided by the Company or a third party without breaching any obligations of the Company, Executive or such third party or was otherwise developed or obtained legally and independently by the person to whom disclosed without a breach of this Agreement. Notwithstanding the foregoing, Executive may disclose Confidential Information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company Group or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information; provided, that, if Executive is ordered by a court or other government agency to disclose any Confidential Information, Executive shall (i) promptly notify the Company of such order, (ii) at the written request of the Company, diligently contest such order at the sole expense of the Company as expenses occur, and (iii) at the written request of the Company, seek to obtain, at the sole expense of the Company, such confidential treatment as may be available under applicable laws for any information disclosed under such order.

 

(d)               Property of the Company. All memoranda, notes, lists, records and other documents or papers (and all copies thereof) relating to the Company Group, whether written or stored on electronic media (including, without limitation, Executive’s personal computer or laptop), made or compiled by or on behalf of Executive in the course of Executive’s employment with the Company Group, or made available to Executive in the course of Executive’s employment with the Company Group, relating to the Company Group, or to any entity which may hereafter become an affiliate thereof, but excluding Executive’s personal effects, Rolodexes and similar items, shall be the property of the Company, and shall, except as otherwise agreed by the Company in writing, be delivered to the Company promptly upon the termination of Executive’s employment with the Company for any reason or at any other time upon request.

 

8.
 

 

(e)                Intellectual Property. All discoveries, inventions, ideas, technology, formulas, designs, software, programs, algorithms, products, systems, applications, processes, procedures, methods and improvements and enhancements conceived, developed or otherwise made or created or produced by Executive alone or with others, at any time during his employment with any member of the Company Group, and in any way relating to the business activities which are the same as or substantially similar to the business activities carried on by the Company Group or proposed to be extended or expanded by the Company Group, or the products or services of the Company Group, whether or not subject to patent, copyright or other protection and whether or not reduced to tangible form (“Developments”), shall be the sole and exclusive property of the Company. Executive agrees to, and hereby does, assign to the Company, without any further consideration, all of Executive’s right, title and interest throughout the world in and to all Developments. Executive agrees that all such Developments that are copyrightable may constitute works made for hire under the copyright laws of the United States and, as such, acknowledges that the Company or one of the members of the Company Group, as the case may be, is the author of such Developments and owns all of the rights comprised in the copyright of such Developments and Executive hereby assigns to the Company without any further consideration all of the rights comprised in the copyright and other proprietary rights Executive may have in any such Development to the extent that it might not be considered a work made for hire. Executive shall make and maintain adequate and current written records of all Developments and shall disclose all Developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request.

 

(f)                Enforcement. Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Sections 9(a), 9(b), 9(c), 9(d)or 9(e) herein (collectively, the “Covenants”) would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. In addition, the Company shall be entitled to immediately cease paying any amounts remaining due pursuant to Section 8 (other than the Accrued Amounts) if Executive has violated any provision of Section 9(a) or has materially breached any of his obligations under Sections 9(b), 9(c), 9(d) or 9(e) of this Agreement. Executive understands that the provisions of Sections 9(a) and 9(b) may limit his ability to earn a livelihood in a business similar to the business of the Company but he nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) such provisions are not unduly burdensome to Executive, and (v) the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in Sections 9(a) and 9(b) . In consideration of the foregoing and in light of Executive’s education, skills and abilities, Executive agrees that he shall not assert that, and it should not be considered that, any provisions of Sections 9(a) and 9(b) otherwise are void, voidable or unenforceable or should be voided or held unenforceable. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in Sections 9(a) and 9(b) to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. In any such action, suit or proceeding to enforce the Covenants, the prevailing Party shall be entitled to an award of its or his reasonable attorneys’ fees and costs incurred.

 

9.
 

 

10.              Miscellaneous.

 

(a)               Executive’s Representations. Executive hereby represents and warrants to the Company that (i) Executive has read this Agreement in its entirety, fully understands the terms of this Agreement, has had the opportunity to consult with counsel prior to executing this Agreement, and is signing the Agreement voluntarily and with full knowledge of its significance, (ii) the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound, (iii) Executive is not a party to or bound by an employment agreement, non-compete agreement or confidentiality agreement with any other person or entity which would interfere in any material respect with the performance of his duties hereunder, and (iv) Executive shall not use any confidential information or trade secrets of any person or party other than the Company Group in connection with the performance of his duties hereunder.

 

(b)               Mitigation. Executive shall have no duty to mitigate his damages by seeking other employment and, should Executive actually receive compensation from any such other employment, the payments required hereunder shall not be reduced or offset by any other compensation except as specifically provided herein.

 

(c)                Waiver. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in a writing signed by Executive and an officer of the Company (other than Executive) duly authorized by the Board to execute such amendment, waiver or discharge. No waiver by either Party of any breach of the other Party of, or compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

 

10.
 

 

(d)               Successors and Assigns.

 

(i)                 This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

 

(ii)               This Agreement shall inure to the benefit of and be binding upon the Company and its successors and, other than as set forth in Section 10(d)(iii), shall not be assignable by the Company without the prior written consent of the Executive (which shall not be unreasonably withheld).

 

(iii)             The Agreement shall be assignable by the Company to any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company; provided that, the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

 

(e)                Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, if delivered by overnight courier service, or if mailed by registered mail, return receipt requested, postage prepaid, addressed to the respective addresses or sent via facsimile or email to the respective facsimile numbers and email addresses, as the case may be, as set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt; provided, however, that (i) notices sent by personal delivery, email or overnight courier shall be deemed given when delivered, (ii) notices sent by facsimile transmission shall be deemed given upon the sender’s receipt of confirmation of complete transmission, and (iii) notices sent by registered mail shall be deemed given two days after the date of deposit in the mail.

 

If to Executive, to such address (including Company email address) as shall most currently appear on the records of the Company.

 

If to the Company, to:

 

Iridium Satellite LLC

1750 Tysons Boulevard, Suite 1400

McLean, VA 22102

Facsimile:

Attention: Corporate Secretary

 

11.
 

 

With a copy, which shall not constitute notice, to:

 

Cooley LLP

One Freedom Square

Reston Town Center

11951 Freedom Drive

Reston, VA 20190-5656

Facsimile: 703-456-8100

Attention: Brent B. Siler, Esq.
bsiler@cooley.com

 

(f)                GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE COMMONWEALTH OF VIRGINIA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE COMMONWEALTH OF VIRGINIA TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE COMMONWEALTH OF VIRGINIA WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY. ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED IN FAIRFAX COUNTY, VIRGINIA OR THE EASTERN DISTRICT OF VIRGINIA. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.

 

(g)               JURY TRIAL WAIVER. THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT WITH THE COMPANY IS LITIGATED OR HEARD IN ANY COURT.

 

(h)               Set Off. The Company’s obligation to pay Executive the amounts and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of any amounts owed by Executive to the Company or any of its affiliates except to the extent any such set-off, counterclaim or recoupment would violate, or result in the imposition of tax under Section 409A of the Code, in which case such right shall be null and void.

 

(i)                 Compliance with Code Section 409A. It is intended that all of the payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether Severance Payments, expense reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment under this Agreement shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including the Severance Benefits, upon Separation From Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” (including as a result of the terms of Offer Letter), then to the extent delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A of the Code, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six (6)-month period measured from the date of Executive’s Separation From Service with the Company, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to Executive, and any remaining payments due shall be paid as otherwise provided in this Agreement or in the applicable agreement. No interest shall be due on any amounts so deferred.

 

12.
 

 

(j)                 Severability of Invalid or Unenforceable Provisions. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

 

(k)               Advice of Counsel and Construction. Each Party acknowledges that such Party had the opportunity to be represented by counsel in the negotiation and execution of this Agreement. Accordingly, the rule of construction of contract language against the drafting party is hereby waived by each Party.

 

(l)                 Entire Agreement. This Agreement sets forth the entire agreement of the Parties in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written in respect of the subject matter contained herein.

 

(m)             Withholding Taxes. The Company shall be entitled to withhold from any payment due to Executive hereunder any amounts required to be withheld by applicable tax laws or regulations.

 

(n)               Section Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

 

(o)               Cooperation. During the period of Executive’s employment and at any time thereafter, Executive agrees to cooperate (i) with the Company in the defense of any legal matter involving any matter that arose during Executive’s employment with the Company Group, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding pertaining to the Company Group. The Company will reimburse Executive for any reasonable travel and out of pocket expenses incurred by Executive in providing such cooperation.

 

13.
 

 

(p)               Survival. Sections 7, 8(d), 8(g), 9, and 10 shall survive and continue in full force in accordance with their terms notwithstanding any termination of Executive’s employment with the Company Group.

 

(q)               Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

  IRIDIUM SATELLITE LLC.
   
  By:  /s/Matthew J. Desch
    Name: Matthew J. Desch
Title: Chief Executive Officer

 

  EXECUTIVE
   
  By:  /s/Donald L. Thoma
    Donald L. Thoma

 

 

[Signature Page to Employment Agreement]

 

14.
 

 

EXHIBIT A

 

GENERAL RELEASE

 

THIS AGREEMENT AND RELEASE, dated as of __________, 20__ (this “Agreement”), is entered into by and between Donald L. Thoma (“Executive”) and Iridium Communications Inc. (the “Company”).

 

WHEREAS, Executive is currently employed with the Company; and

 

WHEREAS, Executive’s employment with the Company will terminate effective as of __________, 201_;

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, Executive and the Company hereby agree as follows:

 

1.                  Executive shall be provided severance pay and other benefits (the “Severance Benefits”) in accordance with the terms and conditions of Section 8(d) of the employment agreement by and between Executive and the Company, dated as of December 31, 2010 (the “Employment Agreement”); provided that, no such Severance Benefits shall be paid or provided if Executive revokes this Agreement pursuant to Section 5

below.

2.                  Executive, for and on behalf of himself and Executive’s heirs, successors, agents, representatives, executors and assigns, hereby waives and releases any common law, statutory or other complaints, claims, demands, expenses, damages, liabilities, charges or causes of action (each, a “Claim”) arising out of or relating to Executive’s employment or termination of employment with, Executive’s serving in any capacity in respect of, or Executive’s status at any time as a holder of any securities of, any of the Company, Iridium Communications Inc (the “Parent”) and any of its affiliates (collectively, the “Company Group”), both known and unknown, in law or in equity, which Executive may now have or ever had against any member of the Company Group or any equityholder, agent, representative, administrator, trustee, attorney, insurer, fiduciary, employee, director or officer of any member of the Company Group, including their successors and assigns (collectively, the “Company Releasees”), including, without limitation, any claim for any severance benefit which might have been due Executive under any previous agreement executed by and between any member of the Company Group and Executive, and any complaint, charge or cause of action arising out of his employment with the Company Group under the Age Discrimination in Employment Act of 1967 (“ADEA,” a law which prohibits discrimination on the basis of age against individuals who are age 40 or older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Equal Pay Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, and the Virginia Human Rights Act, all as amended; and all other federal, state and local statutes, ordinances and regulations. By signing this Agreement, Executive acknowledges that Executive intends to waive and release any rights known or unknown Executive may have against the Company Releasees under these and any other laws; provided that, Executive does not waive or release Claims (i) with respect to the right to enforce this Agreement or those provisions of the Employment Agreement that expressly survive the termination of Executive’s employment with the Company, (ii) with respect to any vested right Executive may have under any employee pension or welfare benefit plan of the Company Group, or (iii) any rights to indemnification preserved by Section 7 of the Employment Agreement or under any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or the Parent’s certificates of incorporation, charter and by-laws, or (iv) with respect to any claims that cannot legally be waived.

 

1.
 

 

3.                  Executive acknowledges that Executive has been given twenty-one (21) days from the date of receipt of this Agreement to consider all of the provisions of the Agreement and, to the extent he has not used the entire 21-day period prior to executing the Agreement, he does hereby knowingly and voluntarily waive the remainder of said 21-day period. EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY, AND FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE COMPANY RELEASEES, AS DESCRIBED HEREIN AND THE OTHER PROVISIONS HEREOF. EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS AGREEMENT AND EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY.

 

4.                  Executive shall have seven (7) days from the date of Executive’s execution of this Agreement to revoke the release, including with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA). If Executive revokes the Agreement, Executive will be deemed not to have accepted the terms of this Agreement.

 

5.                  Executive hereby agrees not to defame or disparage any member of the Company Group or any executive, manager, director, or officer of any member of the Company Group in any medium to any person without limitation in time. The Company hereby agrees that its board of directors and the executives, managers and officers of the members of the Company Group shall not defame or disparage Executive in any medium to any person without limitation in time. Notwithstanding this provision, either party may confer in confidence with his or its legal representatives and make truthful statements as required by law.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written

 

  IRIDIUM SATELLITE LLC
   
  By:   
  Its:  
     
  EXECUTIVE
   
     
  Donald L. Thoma 

 

2.

 

 EX-21.1 6 v329740_ex21-1.htm EXHIBIT 21.1

 

EXHIBIT 21.1

SUBSIDIARIES OF IRIDIUM COMMUNICATIONS INC.

 

     

Subsidiary 

  

Jurisdiction of Organization 

Aireon LLC   Delaware
Iridium Blocker-B Inc.   Delaware
Syncom-Iridium Holdings Corp.   Delaware
Iridium Holdings LLC   Delaware
Iridium Satellite LLC   Delaware
Iridium Constellation LLC   Delaware
Iridium Government Services LLC   Delaware
Iridium Carrier Holdings LLC   Delaware
Iridium Carrier Services LLC   Delaware

 

 

 EX-23.1 7 v329740_ex23-1.htm EXHIBIT 23.1

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statements (Form S-3 Nos. 333-162206 and 333-165513, and Form S-8 Nos. 333-165508 and 333-181744) of Iridium Communications Inc. of our reports dated March 5, 2013, with respect to the consolidated financial statements of Iridium Communications Inc. and the effectiveness of internal control over financial reporting of Iridium Communications Inc. included in this Annual Report (Form 10-K) for the year ended December 31, 2012.

 

/s/ Ernst & Young LLP

 

McLean, VA

March 5, 2013

 

 

 

 EX-31.1 8 v329740_ex31-1.htm EXHIBIT 31.1

 

Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002

 

I, Matthew J. Desch, certify that:

 

 1.I have reviewed this annual report on Form 10-K of Iridium Communications Inc.;
   
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
   
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 5, 2013 /s/ Matthew J. Desch 
  Matthew J. Desch
  Chief Executive Officer
  (principal executive officer)

 

 

 

 EX-31.2 9 v329740_ex31-2.htm EXHIBIT 31.2

 

Exhibit 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002

 

I, Thomas J. Fitzpatrick, certify that:

 

1.I have reviewed this annual report on Form 10-K of Iridium Communications Inc.;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 5, 2013 /s/ Thomas J. Fitzpatrick
  Thomas J. Fitzpatrick
  Chief Financial Officer
  (principal financial officer)

  

 

 

 EX-32.2 10 v329740_ex32-1.htm EXHIBIT 32.2

 

Exhibit 32.1

CERTIFICATIONS OF

PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the Chief Executive Officer and the Chief Financial Officer of Iridium Communications Inc. (the “Company”) each hereby certifies that, to the best of his knowledge:

 

1.The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, to which this Certification is attached as Exhibit 32.1 (the “Form 10-K”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

 

2.The information contained in the Form 10-K fairly presents, in all material respects, the financial condition of the Company at the end of the period covered by the Form 10-K and results of operations of the Company for the periods covered in the financial statements in the Form 10-K.

 

Dated: March 5, 2013

 

/s/ Matthew J. Desch

  

/s/ Thomas J. Fitzpatrick

Matthew J. Desch   Thomas J. Fitzpatrick
Chief Executive Officer   Chief Financial Officer

 

This certification accompanies the Form 10-K and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

 

 

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Debt (Details Textual) (USD $)
 1 Months Ended 12 Months Ended
Aug. 31, 2012
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Jan. 31, 2013
Oct. 04, 2010
Line of Credit Facility, Maximum Borrowing Capacity           $ 1,800,000,000
Line Of Credit Facility Insured Percentage       95.00%    
Interest Expense, Debt   25,500,000 11,900,000      
Interest Expense Paid Via Deemed Loan   17,800,000 8,300,000      
Line Of Credit Facility Arrangement Fee Paid       46,600,000    
Percentage Of Additional Amount Drawn To Cover Policy Premium   6.49%        
Line of Credit Facility, Commitment Fee Percentage   0.80%        
Line of Credit Facility, Frequency of Commitment Fee Payment   semi-annual installments        
Undrawn credit facility fees   10,232,000 12,524,000 3,368,000    
Percentage Of Costs Under Development Contract       85.00%    
Line Of Credit Facility Interest Costs Capitalized   25,500,000        
Line Of Credit Facility Interest Payable In Cash   7,700,000        
Line Of Credit Facility Cash Interest Payments During Period   6,100,000        
Line Of Credit Facility Accrued Interest At Period End   1,600,000        
Line Of Credit Facility Interest Payable In Deemed Loans   17,800,000        
Line Of Credit Facility Accrued Interest During Period In Deemed Loans   14,100,000        
Line Of Credit Facility Accrued Interest At Period End In Deemed Loans   3,700,000        
Minimum Required Cash Reserve Balance For Credit Facility   54,000,000        
Noncontrolling Interest, Ownership Percentage by Parent   100.00%        
Line of Credit Facility, Remaining Borrowing Capacity   1,000,000,000     5,000,000  
Credit facility   751,787,000 417,133,000      
Proceeds from Warrant Exercises   9,114,000 1,000 23,000    
Airtime Credits Allowed Under Lender Agreement 10,000,000          
Additional Funds Raised Allowed Under Lender Agreement 15,000,000          
Aireon Investment Allowed Under Lender Agreement 12,500,000          
Required Equity Raise Under Lender Agreement   100,000,000        
Contribution Of Investment In Aireon   7,500,000        
Subsequent Contribution Of Investment In Aireon         5,000,000  
Tranche One [Member]
            
Line of Credit Facility, Maximum Borrowing Capacity           1,537,500,000
Line Of Credit Facility Pro Rata Rate       4.96%    
Line Of Credit Facility Interest Rate On Deemed Loan       3.56%    
Tranche Two [Member]
            
Line of Credit Facility, Maximum Borrowing Capacity           262,500,000
Line Of Credit Facility Pro Rata Rate Description       ("LIBOR") plus 1.95%.    
Line Of Credit Facility Interest Rate On Deemed Loan Description       LIBOR plus 0.55%    
Line Of Credit [Member]
            
Interest Payable Credit Facility Current   $ 5,400,000 $ 2,900,000      
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Stock-Based Compensation (Details Textual) (USD $)
In Millions, except Share data, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Allocated Share-based Compensation Expense $ 6.0 $ 5.6 $ 4.4
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value $ 3.31 $ 3.69 $ 6.13
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized 9    
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition 2 years 3 months 18 days    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value 6.7 4.6 3.8
Restricted Stock or Unit Expense 2.1 0.7  
Granted - Shares 1,080,000    
Share-Based Compensation Arrangement By Share-Based Payment Award, Restricted Stock Vesting Range Minimum 0.00%    
Percentage Of Restricted Stock Units Awards Vested After Two Years 50.00%    
Percentage Of Restricted Stock Units Awards Vested After Third Year 50.00%    
First Anniversary Vesting Percentage 25.00%    
Share-Based Compensation Arrangement By Share-Based Payment Award, Restricted Stock Vesting Range Maximum 150.00%    
Non Employee [Member]
      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures 100,000    
Grant Date Fair Value Of Stock Options 0.3    
Grant Date Fair Value Of Restricted Stock Units 0.8    
Granted - Restricted Stock Units 100,000 100,000  
Employee [Member]
      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures 900,000    
Grant Date Fair Value Of Stock Options 3.0    
Consultant [Member]
      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures 100,000    
Grant Date Fair Value Of Stock Options 0.3    
2009 Stock Incentive Plan [Member]
      
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized   8,000,000  
2012 Stock Incentive Plan [Member]
      
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized 13,416,019    
Number Of Shares Stock Incentive Plan Newly Authotized 5,423,206    
Number Of Shares Stock Incentive Plan Carried Over 1,576,794    
Number Of Shares Stock Incentive Plan Previously Granted 6,416,019    
Stock Options [Member] | Non Employee [Member]
      
Share Based Compensation Arrangement By Sharebased Payment Award Granted Contractual Term 10 years    
Quarterly Vesting Percentage 25.00%    
Stock Options [Member] | Employee [Member]
      
Share Based Compensation Arrangement By Sharebased Payment Award Granted Contractual Term 10 years    
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period 4 years    
First Anniversary Vesting Percentage 25.00%    
Stock Options [Member] | Consultant [Member]
      
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period 2 years    
Restricted Stock Units (Rsus) [Member]
      
Granted - Restricted Stock Units 0    
First Anniversary Vesting Percentage 25.00%    
Service Based Rsu [Member]
      
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period 4 years    
Grant Date Fair Value Of Restricted Stock Units 4.3    
Granted - Restricted Stock Units 600,000    
Performance Based Rsu [Member]
      
Grant Date Fair Value Of Restricted Stock Units $ 1.8    
Granted - Restricted Stock Units 200,000    
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Commitments and Contingencies (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2012
2013 $ 2,948
2014 2,282
2015 2,072
2016 1,466
2017 1,330
Thereafter 3,354
Total $ 13,452
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Segments, Significant Customers, Supplier and Service Providers and Geographic Information (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2012
Dec. 31, 2011
Property, Plant and Equipment, Net $ 1,210,693 $ 843,092
United States [Member]
    
Property, Plant and Equipment, Net 94,017 79,263
Satellites In Orbit [Member]
    
Property, Plant and Equipment, Net 137,720 188,263
Iridium Next Systems [Member]
    
Property, Plant and Equipment, Net 972,907 569,439
All Other [Member]
    
Property, Plant and Equipment, Net $ 6,049 [1] $ 6,127 [1]
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Intangible Assets (Details 1) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2012
2013 $ 13,049
2014 10,036
2015 995
2016 995
2017 995
Thereafter 9,207
Total estimated future amortization expense $ 35,277
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Significant Accounting Policies and Basis of Presentation (Details) (USD $)
In Thousands, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Capitalized interest $ 29,305 $ 12,825 $ 1,694
Interest expense 114 42 23
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 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
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Concentration Percentage 10.00%    
Property and Equipment Net [Member]
      
Concentration Percentage 10.00%    
Largest Commercial Customers [Member]
      
Entity-Wide Revenue, Major Customer, Percentage 20.00% 21.00% 19.00%
Accounts Receivable Percentage From Major Customers 13.00% 11.00%  
XML 26 R25.htm IDEA: XBRL DOCUMENT v2.4.0.6
Property and Equipment (Tables)
 12 Months Ended
Dec. 31, 2012
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment [Table Text Block]

Property and equipment consisted of the following at December 31:

 

    2012     2011  
    (In thousands)  
Satellite system   $ 337,677     $ 342,086  
Ground system     16,751       15,652  
Equipment     22,272       19,793  
Internally developed software and purchased software     56,750       29,955  
Building and leasehold improvements     28,070       27,832  
      461,520       435,318  
Less: accumulated depreciation     (240,186 )     (176,995 )
      221,334       258,323  
Land     8,037       8,268  
Construction in process:                
Iridium NEXT systems under construction     972,908       569,439  
Other construction in process     8,414       7,062  
Total property and equipment, net of accumulated depreciation   $ 1,210,693     $ 843,092  
Other Construction In Process [Table Text Block]

Other construction in process consisted of the following at December 31:

 

    2012     2011  
    (In thousands)  
Internally developed software   $ 7,390     $ 5,429  
Equipment     843       1,633  
Ground system     181       -  
Total other construction in process   $ 8,414     $ 7,062  
XML 27 R50.htm IDEA: XBRL DOCUMENT v2.4.0.6
Stock-Based Compensation (Details)
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Expected volatility (minimum) 42.00% 40.00% 69.00%
Expected volatility (maximum) 45.00% 45.00% 82.00%
Expected dividends 0.00% 0.00% 0.00%
Risk free interest rate (minimum) 0.78% 1.16% 1.78%
Risk free interest rate (maximum) 1.17% 2.65% 2.90%
Minimum [Member]
      
Expected term (years) 5 years 6 months 5 years 6 months 5 years 6 months
Maximum [Member]
      
Expected term (years) 6 years 3 months 6 years 3 months 6 years 3 months
XML 28 R42.htm IDEA: XBRL DOCUMENT v2.4.0.6
Property and Equipment (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2012
Dec. 31, 2011
Property, Plant and Equipment, Gross $ 461,520 $ 435,318
Less: accumulated depreciation (240,186) (176,995)
Property Plant And Equipment Net Excluding Construction In Process And Land 221,334 258,323
Total property and equipment, net of accumulated depreciation 1,210,693 843,092
Land 8,037 8,268
Satellite System [Member]
    
Property, Plant and Equipment, Gross 337,677 342,086
Ground System [Member]
    
Property, Plant and Equipment, Gross 16,751 15,652
Equipment [Member]
    
Property, Plant and Equipment, Gross 22,272 19,793
Software [Member]
    
Property, Plant and Equipment, Gross 56,750 29,955
Building and Leasehold Improvements [Member]
    
Property, Plant and Equipment, Gross 28,070 27,832
Iridium Next Systems Under Construction [Member]
    
Construction in process:    
Other construction in process 972,908 569,439
Other Construction In Process [Member]
    
Construction in process:    
Other construction in process $ 8,414 $ 7,062
XML 29 R37.htm IDEA: XBRL DOCUMENT v2.4.0.6
Equity Instruments (Details Textual) (USD $)
In Millions, except Share data, unless otherwise specified
 12 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Mar. 15, 2013
Series Preferred Stock [Member]
Dec. 31, 2012
Series Preferred Stock [Member]
Dec. 31, 2012
7.00 Warrants [Member]
Dec. 31, 2008
7.00 Warrants [Member]
Dec. 31, 2012
Convertible Preferred Stock [Member]
Sep. 30, 2009
11.50 Warrants [Member]
Dec. 31, 2012
11.50 Warrants [Member]
Dec. 31, 2011
Tender Offer Warrant Exchange [Member]
Dec. 31, 2012
Tender Offer Warrant Exchange [Member]
Dec. 31, 2012
Tender Offer Warrant Exchange [Member]
7.00 Warrants [Member]
Dec. 31, 2012
Tender Offer Warrant Exchange [Member]
11.50 Warrants [Member]
Dec. 31, 2011
Private Warrant Exchanges [Member]
Dec. 31, 2012
Private Warrant Exchanges [Member]
Dec. 31, 2012
Private Warrant Exchanges [Member]
7.00 Warrants [Member]
Dec. 31, 2012
Private Offering [Member]
Series Preferred Stock [Member]
Stock Issued During Period Units Of Initial Public Offering           40,000,000                      
Price Per Unit Of Initial Public Offering (in dollars per shares)           $ 10.00                      
Price Per Share Of Common Stock (in dollars per shares)           $ 7.00               $ 11.50      
Price Per Share Of Warrants (in dollars per shares) $ 7.00         $ 7.00       $ 11.50   $ 7.00   $ 11.50      
Redemption Price Per Warrant                 $ 0.01                
Common Stock Redemption Price Description                 closing price of the Common Stock is at least $18.00 per share for any 20 trading days within a 30-trading-day period                
Investment Warrants Expiration Year         2013       2015                
Number Of Warrants Exchange For New Warrants               14,400,000                  
Preferred stock, shares issued 1,000,000 0                             1,000,000
Preferred Stock Purchase Price Per Share (in dollars per shares)                                 $ 96.85
Convertible Perpetual Preferred Discount On Issue Of Shares                                 $ 3.2
Net Proceeds From Issuance Of Convertible Preferred Stock                                 96.5
Convertible Perpetual Preferred Discount On Issue Of Shares Including Offering Costs                                 3.5
Cumulative Cash Dividends Rate 7.00%                                
Preferred Stock, Liquidation Preference Per Share (in dollars per shares) $ 100           $ 100                    
Annual Cash Dividend (in dollars per shares) $ 7.00                                
Preferred Stock Conversion Rate 10.6022                                
Preferred Stock Convertible Conversion Price (in dollars per shares) $ 9.43                                
Class of Warrant or Right, Outstanding                       656,001 277,021        
Class Of Warrant Outstanding                       419,379          
Issuance Of Common Stock For Exchange Shares 1,300,000                 1,303,267   1,386,941   1,643,453   562,370  
Number Of Warrants Exchange To Common Stock                   5,923,963   8,321,433   8,167,541   3,374,220  
Class Of Warrant Exercise Price Of Warrants (in dollars per shares)                     $ 11.50 $ 7.00 $ 11.50   $ 11.50    
Warrants Exchange Percentage To Issue Common Stock                               27.00%  
Ratio Of Shares Offered To Warrant Holders                       one share of common stock for every six of the $7.00 Warrants tendered.          
Number Of Shares Issued For Each Warrant                       0.1667       0.1667  
Adjustments to Additional Paid in Capital, Warrant Issued 9.1                                
Annual Cash Dividend Amount 1.4                                
Dividends Payable, Current     $ 1.8 $ 0.3                          
Warrnats Exercisde During Period 1,300,000                                
XML 30 R52.htm IDEA: XBRL DOCUMENT v2.4.0.6
Stock-Based Compensation (Details 2) (Outstanding Restricted Stock Units(Rsu) [Member], USD $)
In Thousands, except Per Share data, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Outstanding Restricted Stock Units(Rsu) [Member]
  
Outstanding at January 1, 2012- Restricted Stock Units 196
Granted - Restricted Stock Units 910
Forfeited - Restricted Stock Units (70)
Released - Restricted Stock Units (29)
Outstanding at December 31, 2012 - Restricted Stock Units 1,007
Vested at December 31, 2012 267
Outstanding at January 1, 2012 - Weighted Average Grant Date Fair Value Per RSU $ 8.02
Granted - Weighted Average Grant Date Fair Value Per RSU $ 7.52
Forfeited - Weighted Average Grant Date Fair Value Per RSU $ 7.53
Released - Weighted Average Grant Date Fair Value Per RSU $ 7.86
Outstanding at December 31,2012 - Weighted Average Grant Date Fair Value Per RSU $ 7.6
XML 31 R67.htm IDEA: XBRL DOCUMENT v2.4.0.6
Selected Quarterly Information (Unaudited) (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
 3 Months Ended 12 Months Ended
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2011
Sep. 30, 2011
Jun. 30, 2011
Mar. 31, 2011
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Revenue $ 92,284 $ 100,441 $ 97,321 $ 93,474 $ 94,977 $ 102,124 $ 95,903 $ 91,303 $ 383,520 $ 384,307 $ 348,173
Operating income 31,024 31,688 28,274 14,088 15,759 24,198 20,743 16,301 105,074 77,001 37,360
Net income $ 16,711 $ 17,839 $ 17,663 $ 12,418 $ 8,417 $ 12,013 $ 11,677 $ 8,928 $ 64,631 $ 41,035 $ 19,941
Net income per common share - basic (in dollars per share) $ 0.20 $ 0.24 $ 0.24 $ 0.17 $ 0.11 $ 0.16 $ 0.16 $ 0.13 $ 0.85 $ 0.57 $ 0.28
Net income per common share - diluted (in dollars per share) $ 0.19 $ 0.23 $ 0.23 $ 0.16 $ 0.11 $ 0.16 $ 0.16 $ 0.12 $ 0.83 $ 0.56 $ 0.27
XML 32 R61.htm IDEA: XBRL DOCUMENT v2.4.0.6
Income Taxes (Details 2) (USD $)
In Thousands, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
U.S. federal statutory tax rate $ 33,256 $ 22,955 $ 12,114
State taxes, net of federal benefit 3,837 2,561 1,351
State tax valuation allowance 1,943 0 0
Arizona tax law change (9,524) (3,126) 0
Other nondeductible expenses 414 854 582
Liability for uncertain tax positions (45) 704 121
Provision to return and other adjustments 223 784 178
Other items 283 (186) 325
Total income tax provision $ 30,387 $ 24,546 $ 14,671
XML 33 R47.htm IDEA: XBRL DOCUMENT v2.4.0.6
Intangible Assets (Details Textual) (USD $)
In Millions, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Intellectual Property Useful Life 16 years 6 months    
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life 7 years 6 months    
Amortization of Intangible Assets $ 13.0 $ 13.0 $ 12.3
XML 34 R9.htm IDEA: XBRL DOCUMENT v2.4.0.6
Equity Instruments
 12 Months Ended
Dec. 31, 2012
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]

3. Equity Instruments

 

$7.00 Warrants

 

In connection with the Company’s initial public offering (“IPO”) in February 2008, the Company sold 40.0 million units at a price of $10.00 per unit. Each unit consisted of one share of Common Stock and one Common Stock purchase warrant (“$7.00 warrant”). Each $7.00 warrant entitled the holder to purchase from the Company one share of Common Stock at a price of $7.00 per share.

 

During 2012, the Company issued 1,300,000 shares of common stock resulting from the exercise of 1,300,000 $7.00 Warrants. The Company received proceeds of $9.1 million as a result of these warrant exercises.

 

During 2012, the Company entered into privately negotiated warrant exchange agreements with the largest holder of the outstanding $7.00 Warrants. Pursuant to these agreements, the Company issued 562,370 new shares of its common stock in exchange for 3,374,220 of the $7.00 Warrants (equivalent to approximately 0.1667 common shares for every $7.00 Warrant tendered), representing approximately 27% of the outstanding $7.00 Warrants.

 

During 2012, the Company also initiated and completed a tender offer to exchange outstanding $7.00 Warrants for shares of its own common stock (the “2012 Tender Offer”). The Company offered holders of its $7.00 Warrants one share of common stock for every six of the $7.00 Warrants tendered (equivalent to approximately 0.1667 common shares for every $7.00 Warrant tendered). As a result of the 2012 Tender Offer, the Company issued an aggregate of 1,386,941 shares of its common stock in exchange for an aggregate of 8,321,433 of the $7.00 Warrants.

 

As of December 31, 2012, 656,001 of the $7.00 Warrants remained outstanding, including 419,379 that are included as part of the units that were issued in connection with the formation of the Company which consisted of one share of common stock and one $7.00 Warrant. In February 2013, all outstanding $7.00 Warrants expired in accordance with their terms.

 

$11.50 Warrants

 

On September 29, 2009, in connection with the acquisition of Iridium Holdings, holders of approximately 14.4 million $7.00 warrants exchanged their existing warrants for new warrants to purchase its common stock at an exercise price of $11.50 per share (the “$11.50 Warrants”).

 

The Company may redeem each of the $11.50 Warrants at a price of $0.01 upon 30 days prior notice, provided that the warrants are exercisable and the registration statement covering the Common Stock issuable upon exercise of the warrants remains effective and available, and provided further that such redemption can only be made if the closing price of the Common Stock is at least $18.00 per share for any 20 trading days within a 30-trading-day period ending on the third day prior to the date on which notice of redemption is given. If the registration statement is not still effective at the time of exercise, the holders of the $11.50 Warrants will not be entitled to exercise the warrants, and in no event (whether in the case of a registration statement not being effective or otherwise) will the Company be required to net cash settle any such warrant exercise. Consequently, the $11.50 Warrants may expire unexercised and unredeemed. The number of shares of Common Stock issuable upon the exercise of each $11.50 Warrant is subject to adjustment from time to time upon the occurrence of specified events. The $11.50 Warrants expire in 2015.

 

During 2011, the Company entered into several private transactions to exchange shares of its common stock for outstanding $11.50 Warrants. As a result of these transactions, the Company issued an aggregate of 1,643,453 shares of its common stock in exchange for an aggregate of 8,167,541 of the $11.50 Warrants.

 

During 2011, the Company initiated and completed a tender offer to exchange outstanding $11.50 Warrants for shares of its common stock (the “2011 Tender Offer”). As a result of the 2011 Tender Offer, the Company issued an aggregate of 1,303,267 shares of its common stock in exchange for an aggregate of 5,923,963 of the $11.50 Warrants. As of December 31, 2012, 277,021 of the $11.50 Warrants remained outstanding.

 

Series A Cumulative Convertible Perpetual Preferred Stock

 

In 2012, the Company issued 1,000,000 shares of its 7.00% Series A Cumulative Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”) in a private offering. The purchase price, equal to $96.85 per share, reflected an aggregate initial purchaser discount of $3.2 million. The Company received proceeds of $96.5 million from the sale of the Series A Preferred Stock net of the aggregate $3.5 million in initial purchaser discount and additional offering costs. The Company intends to use the net proceeds of the private offering to help fund the construction and deployment of Iridium NEXT and for other general corporate purposes.

 

Holders of Series A Preferred Stock are entitled to receive cumulative cash dividends at a rate of 7.00% per annum of the $100 liquidation preference per share (equivalent to an annual rate of $7.00 per share). Dividends are payable quarterly in arrears on each March 15, June 15, September 15 and December 15. The Series A Preferred Stock does not have a stated maturity date and is not subject to any sinking fund or mandatory redemption provisions. The Series A Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights and rights upon the Company’s liquidation, dissolution or winding-up. Holders of Series A Preferred Stock generally have no voting rights except for limited voting rights if the Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in other specified circumstances. Holders of Series A Preferred Stock may convert some or all of their outstanding Series A Preferred Stock initially at a conversion rate of 10.6022 shares of common stock per $100 liquidation preference, which is equivalent to an initial conversion price of approximately $9.43 per share of common stock (subject to adjustment in certain events). Except as otherwise provided, the Series A Preferred Stock are convertible only into shares of the Company’s common stock. In 2012, the Company paid $1.4 million in cash dividends to its holders of Series A Preferred Stock. As of December 31, 2012, holders of the Series A Preferred Stock have accrued $0.3 million in cash dividends and is included within accrued expenses and other current liabilities on the consolidated balance sheet. On February 26, 2013, the Company declared dividends of $1.8 million payable on March 15, 2013 to holders of the Series A Preferred Stock as of March 1, 2013.

 

On or after October 3, 2017, the Company may, at its option, convert some or all of the Series A Preferred Stock into that number of shares of common stock that are issuable at the then-applicable conversion rate, subject to specified conditions. On or prior to October 3, 2017, the holders of Series A Preferred Stock will have a special right to convert some or all of the Series A Preferred Stock into shares of common stock in the event of fundamental changes described in the Certificate of Designations for the Series A Preferred Stock, subject to specified conditions and limitations. In certain circumstances, the Company may also elect to settle conversions in cash as a result of these fundamental changes.
XML 35 R62.htm IDEA: XBRL DOCUMENT v2.4.0.6
Income Taxes (Details 3) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2012
Dec. 31, 2011
Deferred tax assets    
Long-term contracts $ 22,894 $ 6,489
Deferred revenue 6,212 5,144
Federal, state and foreign net operating loss carryforwards and tax credits 122,948 94,225
Other 19,551 17,616
Total deferred tax assets 171,605 123,474
Valuation allowance (2,200) (441)
Net deferred tax assets 169,405 123,033
Deferred tax liabilities    
Fixed assets and intangibles (58,930) (82,788)
Research and development expenditures (254,312) (154,419)
Other (2,824) (2,937)
Total deferred tax liabilities (316,066) (240,144)
Net deferred income tax liabilities $ (146,661) $ (117,111)
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Property and Equipment (Details 1) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2012
Dec. 31, 2011
Total other construction in process $ 8,414 $ 7,062
Software [Member]
    
Total other construction in process 7,390 5,429
Equipment [Member]
    
Total other construction in process 843 1,633
Ground System [Member]
    
Total other construction in process $ 181 $ 0

XML 38 R29.htm IDEA: XBRL DOCUMENT v2.4.0.6
Segments, Significant Customers, Supplier and Service Providers and Geographic Information (Tables)
 12 Months Ended
Dec. 31, 2012
Segment Reporting [Abstract]  
Schedule Of Long Lived Assets By Geographical Areas [Table Text Block]

Net property and equipment by geographic area was as follows as of December 31:

 

    2012     2011  
    (In thousands)  
United States   $ 94,017     $ 79,263  
Satellites in orbit     137,720       188,263  
Iridium NEXT systems under construction     972,907       569,439  
All others (1)     6,049       6,127  
Total   $ 1,210,693     $ 843,092  

 

(1) No one other country represented more than 10% of property and equipment, net.
Schedule Of Revenues From External Customers By Geographical Areas [Table Text Block]

Revenue by geographic area was as follows for the years ended December 31:

 

    2012     2011  
    (In thousands)  
United States   $ 178,145     $ 176,043  
Canada     53,279       52,419  
United Kingdom     42,706       48,886  
Other countries (1)     109,390       106,959  
Total   $ 383,520     $ 384,307  

 

(1) No one other country represented more than 10% of revenue.
XML 39 R28.htm IDEA: XBRL DOCUMENT v2.4.0.6
Stock-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2012
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]  
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

Assumptions used in determining the fair value of the Company’s options were as follows:

 

    Year Ended December 31,  
    2012     2011     2010  
Expected volatility     42% - 45%       40% - 45%       69% - 82%  
Expected term (years)     5.50 - 6.25       5.50 - 6.25       5.50 - 6.25  
Expected dividends     0%     0%     0%
Risk free interest rate     0.78% - 1.17%       1.16% - 2.65%       1.78% - 2.90%  
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

A summary of the activity of the Company’s stock options as of December 31, 2012 is as follows:

 

                Weighted-        
          Weighted-     Average        
          Average     Remaining     Aggregate  
          Exercise Price     Contractual     Intrinsic  
    Shares     Per Share     Term (Years)     Value  
    (In thousands, except years and per share data)
Options outstanding at January 1, 2012     4,643     $ 8.45                  
Granted     1,080     $ 7.65                  
Cancelled or expired     (64 )   $ 8.70                  
Exercised     (5 )   $ 8.31                  
Forfeited     (223 )   $ 8.29                  
Options outstanding at December 31, 2012     5,431     $ 8.30       7.69     $ 37  
Options vested and exercisable at December 31, 2012     2,813     $ 8.48       7.08     $ 9  
Options exercisable and expected to vest at December 31, 2012     5,372     $ 8.30       7.68     $ 37  
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block]

A summary of the Company’s activity for the year ended December 31, 2012 for outstanding RSUs is as follows:

 

          Weighted-  
          Average  
          Grant Date  
          Fair Value  
    RSUs     Per RSU  
    (In thousands)  
Outstanding at January 1, 2012     196     $ 8.02  
Granted     910     $ 7.52  
Forfeited     (70 )   $ 7.53  
Released     (29 )   $ 7.86  
Outstanding at December 31, 2012     1,007     $ 7.60  
Vested at December 31, 2012     267          
Schedule of Unvested Restricted Stock Units Roll Forward [Table Text Block]

A summary of the Company’s activity for the year ended December 31, 2012 for unvested RSUs is as follows:

 

          Weighted-  
          Average  
          Grant Date  
          Fair Value  
    RSUs     Per RSU  
  (In thousands)  
Non-vested at January 1, 2012     -     $ -  
Granted     910     $ 7.52  
Vested     (100 )   $ 7.19  
Forfeited     (70 )   $ 7.53  
Non-vested at December 31, 2012     740     $ 7.56  
XML 40 R56.htm IDEA: XBRL DOCUMENT v2.4.0.6
Segments, Significant Customers, Supplier and Service Providers and Geographic Information (Details 1) (USD $)
In Thousands, unless otherwise specified
 3 Months Ended 12 Months Ended
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2011
Sep. 30, 2011
Jun. 30, 2011
Mar. 31, 2011
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Total revenue $ 92,284 $ 100,441 $ 97,321 $ 93,474 $ 94,977 $ 102,124 $ 95,903 $ 91,303 $ 383,520 $ 384,307 $ 348,173
United States [Member]
                      
Total revenue                 178,145 176,043  
Canada [Member]
                      
Total revenue                 53,279 52,419  
United Kingdom [Member]
                      
Total revenue                 42,706 48,886  
Other Countries [Member]
                      
Total revenue                 $ 109,390 [1] $ 106,959 [1]  
[1] No one other country represented more than 10% of revenue.
XML 41 R44.htm IDEA: XBRL DOCUMENT v2.4.0.6
Property and Equipment (Details Textual) (USD $)
In Millions, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Depreciation $ 68.1 $ 84.6 $ 78.3
XML 42 R30.htm IDEA: XBRL DOCUMENT v2.4.0.6
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2012
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]

U.S. and foreign components of income before income taxes are presented below:

 

    Year Ended December 31,  
    2012     2011     2010  
          (In thousands)        
U.S. income   $ 94,719     $ 65,272     $ 34,450  
Foreign income     299       309       162  
Total income before income taxes   $ 95,018     $ 65,581     $ 34,612  
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

The components of the Company’s income tax provision are as follows:

 

    Year Ended December 31,  
    2012     2011     2010  
          (In thousands)        
Current taxes:                        
Federal provision (benefit)   $ (47 )   $ 82     $ 716  
State provision     96       816       89  
Foreign provision     849       567       425  
Total current tax provision     898       1,465       1,230  
Deferred taxes:                        
Federal provision     30,014       21,089       11,339  
State provision (benefit)     (610 )     1,995       1,888  
Foreign provision (benefit)     85       (3 )     214  
Total deferred tax provision     29,489       23,081       13,441  
Total income tax provision   $ 30,387     $ 24,546     $ 14,671  

 
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

A reconciliation of the U.S. federal statutory income tax expense to the Company’s effective income tax provision is as follows:

 

    Year Ended December 31,  
    2012     2011     2010  
          (In thousands)        
U.S. federal statutory tax rate   $ 33,256     $ 22,955     $ 12,114  
State taxes, net of federal benefit     3,837       2,561       1,351  
State tax valuation allowance     1,943       -       -  
Arizona tax law change     (9,524 )     (3,126 )     -  
Other nondeductible expenses     414       854       582  
Liability for uncertain tax positions     (45 )     704       121  
Provision to return and other adjustments     223       784       178  
Other items     283       (186 )     325  
Total income tax provision   $ 30,387     $ 24,546     $ 14,671  
Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

The components of deferred tax assets and liabilities at December 31, 2012 and 2011 are as follows:

 

    As of December 31,  
    2012     2011  
    (In thousands)  
Deferred tax assets                
Long-term contracts   $ 22,894     $ 6,489  
Deferred revenue     6,212       5,144  
Federal, state and foreign net operating loss carryforwards and tax credits     122,948       94,225  
Other     19,551       17,616  
Total deferred tax assets     171,605       123,474  
Valuation allowance     (2,200 )     (441 )
Net deferred tax assets   $ 169,405     $ 123,033  
                 
Deferred tax liabilities                
Fixed assets and intangibles   $ (58,930 )   $ (82,788 )
Research and development expenditures     (254,312 )     (154,419 )
Other     (2,824 )     (2,937 )
Total deferred tax liabilities   $ (316,066 )   $ (240,144 )
                 
Net deferred income tax liabilities   $ (146,661 )   $ (117,111 )
Summary of Income Tax Contingencies [Table Text Block]

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits which includes related interest and penalties:

 

    2012     2011  
    (In thousands)  
Balance at January 1,   $ 1,450     $ 746  
Change attributable to tax positions taken in a prior period     38       234  
Change attributable to tax positions taken in the current period     7       485  
Decrease attributable to lapse of statute of limitations     (90 )     (15 )
Balance at December 31,   $ 1,405     $ 1,450  
XML 43 R31.htm IDEA: XBRL DOCUMENT v2.4.0.6
Net Income Per Share (Tables)
 12 Months Ended
Dec. 31, 2012
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The computations of basic and diluted net income per share are set forth below:

 

    Year Ended December 31,  
    2012     2011     2010  
    (In thousands, except per share data)  
Numerator:                        
Net income attributable to common stockholders   $ 62,939     $ 41,035     $ 19,941  
Net income allocated to participating securities     (54 )     (29 )     (20 )
Numerator for basic net income per share     62,885       41,006       19,921  
Dividends on Series A Preferred Stock     1,692       -       -  
Numerator for diluted net income per share   $ 64,577     $ 41,006     $ 19,921  
                         
Denominator:                        
Denominator for basic net income per share - Weighted                        
average outstanding common shares     74,239       72,164       70,289  
Dilutive effect of warrants     1,272       1,395       2,667  
Dilutive effect of stock options     6       -       -  
Dilutive effect of Series A Preferred Stock     2,665       -       -  
Denominator for diluted net income per share     78,182       73,559       72,956  
                         
Net income per share - basic   $ 0.85     $ 0.57     $ 0.28  
Net income per share - diluted   $ 0.83     $ 0.56     $ 0.27  
XML 44 R8.htm IDEA: XBRL DOCUMENT v2.4.0.6
Significant Accounting Policies and Basic of Presentation
 12 Months Ended
Dec. 31, 2012
Accounting Policies [Abstract]  
Significant Accounting Policies [Text Block]

2. Significant Accounting Policies and Basis of Presentation

 

Principles of Consolidation and Basis of Presentation

 

The Company has prepared the consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of (i) the Company, (ii) its wholly owned subsidiaries, and (iii) all less than wholly owned subsidiaries that the Company controls. All intercompany transactions and balances have been eliminated and net income not attributable to the Company (when material) has been allocated to noncontrolling interests.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ materially from those estimates.

 

Financial Instruments

 

The consolidated balance sheets include various financial instruments (primarily cash and cash equivalents, restricted cash, prepaid expenses, deposits and other current assets, accounts receivable, accounts payable, accrued expenses and other liabilities, notes and loans payable, and other obligations). 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. These tiers of inputs include:

 

· Level 1, defined as observable inputs such as quoted prices in active markets for identical assets;
· Level 2, defined as observable inputs other than Level 1 prices such as quoted prices for similar assets; 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.

 

As of December 31, 2012 and 2011, the carrying values of short-term financial instruments (primarily cash and cash equivalents, prepaid expenses, deposits and other current assets, accounts receivable, accounts payable, accrued expenses and other current liabilities and other obligations) approximate their fair values because of their short-term nature.

 

Concentrations of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and receivables. The majority of cash is swept nightly into a money market fund invested in U.S. treasuries, Agency Mortgage Backed Securities and/or U.S. Government guaranteed debt. While the Company maintains its cash and cash equivalents with financial institutions with high credit ratings, it often maintains those deposits in federally insured financial institutions in excess of federally insured (FDIC) limits. The Company performs credit evaluations of its customers’ financial condition and records reserves to provide for estimated credit losses. Accounts receivable are due from both domestic and international customers.

 

Cash, Cash Equivalents and Restricted Cash

 

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The cash and cash equivalents balances at December 31, 2012 and 2011 consisted of cash deposited in institutional money market funds, regular interest bearing and non-interest bearing depository accounts and certificates of deposit with commercial banks. The Company’s restricted cash balances as of December 31, 2012 and 2011 were $54.2 million and $27.2 million, respectively. Changes in restricted cash balances are reflected on the consolidated statements of cash flows as an operating activity if pertaining to collateral for operations and maintenance agreements; changes in restricted cash balances are reflected on the consolidated statements of cash flows as a financing activity if pertaining to required reserve balances for debt agreements.

 

Accounts Receivable

 

Trade accounts receivable are recorded at the invoiced amount and are subject to late fee penalties. Management develops its estimate of an allowance for uncollectible receivables based on the Company’s experience with specific customers, aging of outstanding invoices, its understanding of customers’ current economic circumstances and its own judgment as to the likelihood that the Company will ultimately receive payment. The Company writes off its accounts receivable when balances ultimately are deemed uncollectible. The allowance for doubtful accounts was $1.1 million and less than $0.1 million as of December 31, 2012 and 2011, respectively.

 

Foreign Currencies

 

The functional currency of the Company’s foreign consolidated subsidiaries is their local currency, except for countries that are deemed to have “highly inflationary” economies, in which case the functional currency is deemed to be the reporting currency (or U.S. dollar). Assets and liabilities of its foreign subsidiaries are translated to U.S. dollars based on exchange rates at the end of the reporting period. Income and expense items are translated at the weighted average exchange rates prevailing during the reporting period. Translation adjustments are accumulated in a separate component of stockholders’ equity. Transaction gains or losses are classified as other income (expense), net in the accompanying consolidated statements of operations and comprehensive income.

 

Internally Developed Software

 

The Company capitalizes the costs of acquiring, developing and testing software to meet its internal needs. Capitalization of costs associated with software obtained or developed for internal use commences when the preliminary project stage is complete and it is probable that the project will be completed and used to perform the function intended. Capitalized costs include only (i) external direct cost of materials and services consumed in developing or obtaining internal-use software and (ii) payroll and payroll-related costs for employees who are directly associated with, and devote time to, the internal-use software project. Capitalization of such costs ceases no later than the point at which the project is substantially complete and ready for its intended use. Internal use software costs are amortized once the software is placed in service using the straight-line method over periods ranging from three to seven years.

 

Deferred Financing Costs

 

Direct and incremental costs incurred in connection with securing debt financing are deferred and are amortized as additional interest expense using the effective interest method over the term of the related debt.

 

As of December 31, 2012 and 2011, the Company had deferred approximately $123.8 million and $105.5 million, respectively, of direct and incremental financing costs associated with securing debt financing for Iridium NEXT, the Company’s next-generation satellite constellation.

 

Capitalized Interest

 

Interest costs associated with financing the Company’s assets during the construction period have been capitalized. Capitalized interest and interest expense were as follows:

 

    Year Ended December 31,  
    2012     2011     2010  
          (In thousands)        
Capitalized interest   $ 29,305     $ 12,825     $ 1,694  
Interest expense     114       42       23  
Total interest   $ 29,419     $ 12,867     $ 1,717  

 

Inventory

 

Inventory consists primarily of finished goods, although the Company at times also maintains an inventory of raw materials from third-party manufacturers. The Company outsources manufacturing of subscriber equipment primarily to third-party manufacturers and purchases accessories from third-party suppliers. The Company’s cost of inventory includes an allocation of overhead (including salaries and benefits of employees directly involved in bringing inventory to its existing condition, and freight). Inventories are valued using the average cost method and are carried at the lower of cost or market.

 

The Company has manufacturing agreements with two suppliers to manufacture subscriber equipment, one of which contain minimum monthly purchase requirements. The Company’s purchases have exceeded the monthly minimum requirements since inception. Pursuant to an agreement with the suppliers, the Company may be required to purchase excess materials if the materials are not used in production within the periods specified in the agreement. The suppliers will then repurchase such materials from the Company at the same price paid by the Company, as required for the production of the subscriber equipment.

 

Stock-Based Compensation

 

The Company accounts for stock-based compensation at fair value. Accordingly, the Company expenses the estimated fair value of stock-based awards made in exchange for employee, non-employee director and consultant services over the requisite service period. Stock-based compensation cost related to restricted stock units is determined at the grant date using the closing price of the common stock on the date of grant. Stock-based compensation cost related to stock options is determined at the grant date using the Black-Scholes option pricing model. The value of an employee award that is ultimately expected to vest is recognized on a straight-line basis over the requisite service period and is classified within the financial statements in a manner consistent with the classification of the employee’s compensation. Awards to consultants and non-employee directors are recognized according to the terms of their agreements and are classified in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income. Classification of stock-based compensation for the years ended December 31, 2012 and 2011 is as follows:

 

    2012     2011  
    (In thousands)  
Property and equipment, net   $ 760     $ 446  
Inventory     60       9  
Cost of subscriber equipment     157       130  
Cost of services (exclusive of depreciation and amortization)     608       458  
Research and development     209       220  
Selling, general and administrative     6,356       5,078  
Total stock-based compensation   $ 8,150     $ 6,341  

 

Depreciation Expense

 

The Company calculates depreciation expense using the straight-line method and evaluates the appropriateness of the useful life used in this calculation on a quarterly basis. During 2012, the Company updated its analysis of the current satellite constellation’s health and remaining useful life. Based on the results of this analysis, the Company estimates that its current constellation of satellites will be operational for longer than previously expected. As a result, the estimated useful life of the current constellation has been extended and is also consistent with the expected deployment of Iridium NEXT. This change in estimated useful life resulted in a decrease in depreciation expense compared to the prior year. The change in accounting estimate reduced depreciation expense in 2012 by $19.6 million. For the year ended December 31, 2012, the reduction in depreciation expense increased basic and diluted net income per share by $0.17 and $0.16, respectively. The Company will continue to evaluate the useful life of its current constellation of satellites on an ongoing basis through full deployment and activation of Iridium NEXT.

 

Property and Equipment

 

Property and equipment is carried at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the following estimated useful lives:

 

Ground system 5 – 7 years
Equipment 3 – 5 years
Internally developed software and purchased software 3 – 7 years
Building 39 years
Building improvements estimated useful life
Leasehold improvements shorter of useful life or remaining lease term

 

Repairs and maintenance costs are expensed as incurred.

 

Long-Lived Assets

 

The Company assesses its long-lived assets for impairment when indicators of impairment exist. Recoverability of assets is measured by comparing the carrying amounts of the assets to the future undiscounted cash flows expected to be generated by the assets. Any impairment loss would be measured as the excess of the assets’ carrying amount over their fair value.

 

The Company lost communication with two of its in-orbit satellites, one in 2012 and one in 2011. As a result, a $2.0 million and $3.0 million impairment charge was recorded within depreciation expense during 2012 and 2011, respectively. The Company had in-orbit spare satellites available to replace the lost satellites.

 

Goodwill and Other Intangible Assets

 

Goodwill

 

Goodwill is the excess of the acquisition cost of businesses over the fair value of the identifiable net assets acquired. Impairment testing for goodwill is performed during the fourth quarter of each annual period or more frequently if indicators of potential impairment exist. If the fair value of goodwill is less than the carrying amount of goodwill, an impairment loss is recognized.

 

Intangible Assets Not Subject to Amortization

 

A portion of the Company’s intangible assets are spectrum and regulatory authorizations, and trade names which are indefinite-lived intangible assets. The Company reevaluates the useful life determination for these assets each reporting period to determine whether events and circumstances continue to support an indefinite useful life. The Company tests its indefinite-lived intangible assets for potential impairment annually in the fourth quarter or more frequently if indicators of impairment exist. If the fair value of the indefinite-lived asset is less than the carrying amount, an impairment loss is recognized.

 

Intangible Assets Subject to Amortization

 

The Company’s intangible assets that do have finite lives (customer relationships – government and commercial, core developed technology, intellectual property and software) are amortized over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any indicators were present, the Company would test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), the Company would perform the next step, which is to determine the fair value of the asset and record an impairment loss, if any. The Company also reevaluates the useful lives for these intangible assets each reporting period to determine whether events and circumstances warrant a revision in their remaining useful lives.

 

Asset Retirement Obligations

 

Liabilities arising from legal obligations associated with the retirement of long-lived assets are required to be measured at fair value and recorded as a liability. Upon initial recognition of a liability for retirement obligations, a company must record an asset, which is depreciated over the life of the asset to be retired.

 

Under certain circumstances, each of the U.S. government, The Boeing Company (“Boeing”), and Motorola Solutions, Inc. (“Motorola Solutions”) has the right to require the de-orbit of the Company’s satellite constellation. In the event the Company was required to effect a mass de-orbit, pursuant to the amended and restated operations and maintenance agreement (the “O&M Agreement”) by and between the Company’s indirect wholly owned subsidiary Iridium Constellation LLC (“Iridium Constellation”) and Boeing, the Company would be required to pay Boeing $17.2 million, plus an amount equivalent to the premium for de-orbit insurance coverage ($2.5 million as of December 31, 2012). The Company has concluded that each of the foregoing de-orbit rights meets the definition of an asset retirement obligation. However, the Company currently does not believe the U.S. government, Boeing or Motorola Solutions will exercise their respective de-orbit rights. As a result, the Company believes the likelihood of any future cash outflows associated with the mass de-orbit obligation is remote and has recorded an asset retirement obligation with respect to the potential mass de-orbit of approximately $0.2 million at December 31, 2012, which is included in other long-term liabilities on the accompanying consolidated balance sheet.

 

There are other circumstances in which the Company could be required, either by the U.S. government or for technical reasons, to de-orbit an individual satellite; however, the Company believes that such costs would not be significant relative to the costs associated with the ordinary operations of the satellite constellation.

 

Revenue Recognition

 

The Company derives its revenue primarily as a wholesaler of satellite communications products and services. The primary types of revenue include (i) service revenue (access and usage-based airtime fees), (ii) subscriber equipment revenue, and (iii) revenue generated by providing engineering and support services to commercial and government customers.

 

Wholesaler of satellite communications products and services

 

Pursuant to wholesale agreements, the Company sells its products and services to service providers who, in turn, sell the products and services to other distributors or directly to the end users. The Company recognizes revenue when services are performed or delivery has occurred, evidence of an arrangement exists, the fee is fixed or determinable, and collection is probable, as follows:

 

Contracts with multiple elements

 

At times, the Company sells services and equipment through multi-element arrangements that bundle equipment, airtime and other services. For multi-element revenue arrangements entered into or materially modified after January 1, 2011, when the Company sells services and equipment in bundled arrangements that include guaranteed minimum orders and determines that it has separate units of accounting, the Company allocates the bundled contract price among the various contract deliverables based on each deliverable’s relative selling price. The selling price used for each deliverable is based on vendor-specific objective evidence when available, third-party evidence when vendor-specific evidence is not available, or the estimated selling price when neither vendor-specific evidence nor third party evidence is available. The Company determines vendor-specific objective evidence of selling price by assessing sales prices of subscriber equipment, airtime and other services when they are sold to customers on a stand-alone basis. When the Company determines the elements are not separate units of accounting, the Company recognizes revenue on a combined basis as the last element is delivered. For similar multi-element revenue arrangements entered into prior to January 1, 2011, when the Company determined that it had separate units of accounting, the Company allocated the bundled contract price among the various contract deliverables based on each deliverable’s objectively determined and relative fair value. The Company determined vendor-specific objective evidence of fair value by assessing sales prices of subscriber equipment, airtime and other services when they are sold to customers on a stand-alone basis. When the Company determined the elements were not separate units of accounting, the Company recognized revenue on a combined basis as the last element was delivered.

 

Service revenue sold on a stand-alone basis


 

Service revenue is generated from the Company’s service providers through usage of its satellite system and through fixed monthly access fees per user charged to service providers. Revenue for usage is recognized when usage occurs. Revenue for fixed-per-user access fees is recognized ratably over the period in which the services are provided to the end user. The Company sells prepaid services in the form of e-vouchers and prepaid cards. A liability is established for the cash paid for the e-voucher or prepaid card on purchase. The Company recognizes revenue from the prepaid services (i) upon the use of the e-voucher or prepaid card by the customer; (ii) upon the expiration of the right to access the prepaid service; or (iii) when it is determined that the likelihood of the prepaid card being redeemed by the customer is remote (“Prepaid Card Breakage”). The Company has determined the recognition of Prepaid Card Breakage based on its historical redemption patterns. The Company does not offer refund privileges for unused prepaid services.

 

Subscriber equipment sold on a stand-alone basis

 

The Company recognizes subscriber equipment sales and the related costs when title to the equipment (and the risks and rewards of ownership) passes to the customer, typically upon shipment.

 

Services sold to the U.S. government

 

The Company provides airtime to U.S. government subscribers through (i) fixed monthly fees on a per-user basis for unlimited voice services, (ii) fixed monthly fees per user for unlimited paging services, (iii) a tiered pricing plan (based on usage) per device for data services, (iv) fixed monthly fees on a per-user basis for unlimited beyond-line-of-sight push-to-talk voice services to user-defined groups (“Netted Iridium”), and (v) a monthly fee for active user-defined groups using Netted Iridium. Revenue related to these services is recognized ratably over the periods in which the services are provided, and the related costs are expensed as incurred. The U.S. government purchases its subscriber equipment from third-party distributors and not directly from the Company.

 

Government engineering and support services

 

The Company provides maintenance services to the U.S. government’s dedicated gateway. This revenue is recognized ratably over the periods in which the services are provided; the related costs are expensed as incurred.

 

Other government and commercial engineering and support services

 

The Company also provides engineering services to assist customers in developing new technologies for use on the Company’s satellite system. The revenue associated with these services is recorded when the services are rendered, typically on a proportional performance method of accounting based on the Company’s estimate of total costs expected to complete the contract, and the related costs are expensed as incurred. Revenue on cost-plus-fixed-fee contracts is recognized to the extent of estimated costs incurred plus the applicable fees earned. The Company considers fixed fees under cost-plus-fixed-fee contracts to be earned in proportion to the allowable costs incurred in performance of the contract. The portion of revenue on research and development arrangements that is contingent upon the achievement of substantive milestone events is recognized in the period in which the milestone is achieved.

 

Warranty Expense

 

The Company provides the first end user purchaser of its products a warranty on subscriber equipment for one to five years from the date of purchase by such first end user, depending on the product. A warranty accrual is recorded when it is estimable and probable that a loss has been incurred. A warranty reserve is maintained based on historical experience of warranty costs and expected occurrences of warranty claims on equipment. Costs associated with warranties are recorded as cost of subscriber equipment sales and include equipment replacements, repairs, freight, and program administration. During 2012, the Company identified production deficiencies related to the Iridium Extreme satellite handset. A reserve for the remediation of these deficiencies contributed $1.2 million to the warranty provision during 2012. The roll-forward of the warranty accrual for the years ended December 31, 2012 and 2011 is as follows:

 

    2012     2011  
    (In thousands)  
Balance at beginning of the period   $ 4,101     $ 2,307  
Provision     4,795       3,483  
Utilization     (4,846 )     (1,689 )
Balance at end of the period   $ 4,050     $ 4,101  

 

Research and Development

 

Research and development costs are charged to expense in the period in which they are incurred.

 

Advertising Costs

 

Costs associated with advertising and promotions are expensed as incurred. Advertising expenses were $0.5 million, $0.6 million and $0.6 million for the years ended December 31, 2012, 2011 and 2010, respectively.

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability approach, which requires the recognition of tax benefits or expenses for temporary differences between the financial reporting and tax bases of assets and liabilities. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company also recognizes a tax benefit from uncertain tax positions only if it is “more likely than not” that the position is sustainable based on its technical merits. The Company’s policy is to recognize interest and penalties on uncertain tax positions as a component of income tax expense.

 

Net Income Per Share

 

The Company calculates basic net income per share by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share takes into account the effect of potential dilutive common shares when the effect is dilutive. The effect of potential dilutive common shares, including common stock issuable upon exercise of outstanding stock options and stock purchase warrants, is computed using the treasury stock method. The effect of potential dilutive common shares from the conversion of the outstanding convertible preferred securities is computed using the as-if converted method at the stated conversion rate. The Company’s unvested restricted stock units contain non-forfeitable rights to dividends and therefore are considered to be participating securities in periods of net income. The calculation of basic and diluted net income per share excludes net income attributable to the unvested restricted stock units from the numerator and excludes the impact of unvested restricted stock units from the denominator.
XML 45 R32.htm IDEA: XBRL DOCUMENT v2.4.0.6
Selected Quarterly Information (Unaudited) (Tables)
 12 Months Ended
Dec. 31, 2012
Selected Quarterly Financial Information [Abstract]  
Schedule of Quarterly Financial Information [Table Text Block]

The following represents the Company’s unaudited quarterly results for the years ended December 31, 2012 and 2011:

 

    Quarter Ended  
    March 31,     June 30,     September 30,     December 31,  
    2012     2012     2012     2012  
    (In thousands, except per share data)  
Revenue   $ 93,474     $ 97,321     $ 100,441     $ 92,284  
Operating income   $ 14,088     $ 28,274     $ 31,688     $ 31,024  
Net income   $ 12,418     $ 17,663     $ 17,839     $ 16,711  
Net income per common share - basic   $ 0.17     $ 0.24     $ 0.24     $ 0.20  
Net income per common share -diluted   $ 0.16     $ 0.23     $ 0.23     $ 0.19  

 

    Quarter Ended  
    March 31,     June 30,     September 30,     December 31,  
    2011     2011     2011     2011  
    (In thousands, except per share data)  
Revenue   $ 91,303     $ 95,903     $ 102,124     $ 94,977  
Operating income   $ 16,301     $ 20,743     $ 24,198     $ 15,759  
Net income   $ 8,928     $ 11,677     $ 12,013     $ 8,417  
Net income per common share - basic   $ 0.13     $ 0.16     $ 0.16     $ 0.11  
Net income per common share -diluted   $ 0.12     $ 0.16     $ 0.16     $ 0.11  
XML 46 R40.htm IDEA: XBRL DOCUMENT v2.4.0.6
Motorola Settlement (Details Textual) (USD $)
In Millions, unless otherwise specified
 12 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Oct. 01, 2010
Dec. 31, 2010
Motorola [Member]
Dec. 31, 2010
Motorola [Member]
Oct. 01, 2010
Motorola [Member]
May 31, 2011
Motorola Solutions [Member]
Settlement Agreement Initiation Date         Oct. 01, 2010    
Loss Contingency, Settlement Agreement, Consideration     $ 46.0        
Debt Instrument, Periodic Payment       0.8     23.6
Loss Contingency Settlment Agreement Paid     23.0        
Loss Contingency Settlment Agreement Promissory Note Issued           23.0  
Debt Instrument, Interest Rate, Stated Percentage           10.00%  
Interest Costs Capitalized Included In Property And Equipment 0.8 0.6          
Debt Satisfied With Settlement Agreement   $ 15.4          
XML 47 R53.htm IDEA: XBRL DOCUMENT v2.4.0.6
Stock-Based Compensation (Details 3) (Unvested Restricted Stock Units(Rsu) [Member], USD $)
In Thousands, except Per Share data, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Unvested Restricted Stock Units(Rsu) [Member]
  
Non-vested at January 1, 2012- Restricted Stock Units 0
Granted - Restricted Stock Units 910
Vested - Restricted Stock Units (100)
Forfeited - Restricted Stock Units (70)
Non-vested at December 31, 2012 - Restricted Stock Units 740
Non-vested at January 1, 2012 - Weighted Average Grant Date Fair Value Per RSU $ 0
Granted - Weighted Average Grant Date Fair Value Per RSU $ 7.52
Vested - Weighted Average Grant Date Fair Value Per RSU $ 7.19
Forfeited - Weighted Average Grant Date Fair Value Per RSU $ 7.53
Non-vested at December 31,2012 - Weighted Average Grant Date Fair Value Per RSU $ 7.56
XML 48 R2.htm IDEA: XBRL DOCUMENT v2.4.0.6
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2012
Dec. 31, 2011
Assets    
Cash and cash equivalents $ 254,418 $ 136,366
Accounts receivable, net 56,135 57,418
Inventory 26,335 15,077
Deferred tax assets, net 21,160 9,435
Income tax receivable 4,302 4,330
Prepaid expenses and other current assets 4,816 4,616
Total current assets 367,166 227,242
Property and equipment, net 1,210,693 843,092
Restricted cash 54,233 27,154
Other assets 2,912 584
Intangible assets, net 70,502 83,552
Deferred financing costs 123,796 105,523
Goodwill 87,039 87,039
Total assets 1,916,341 1,374,186
Liabilities and stockholders' equity    
Accounts payable 13,834 24,816
Accrued expenses and other current liabilities 26,704 29,791
Interest payable 5,359 5,838
Deferred revenue 42,755 35,445
Total current liabilities 88,652 95,890
Accrued satellite operations and maintenance expense, net of current portion 17,727 19,065
Credit facility 751,787 417,133
Deferred tax liabilities, net 167,821 126,546
Other long-term liabilities 13,796 13,534
Total liabilities 1,039,783 672,168
Commitments and contingencies      
Stockholders' equity    
Series A Preferred Stock, $0.0001 par value, 2,000 shares authorized, 1,000 and zero shares issued and outstanding, respectively 0 0
Common stock, $0.001 par value, 300,000 shares authorized and 76,461 and 73,205 shares issued and outstanding, respectively 76 73
Additional paid-in capital 793,511 681,781
Retained earnings 83,328 20,389
Accumulated other comprehensive loss, net of taxes (357) (225)
Total stockholders' equity 876,558 702,018
Total liabilities and stockholders' equity $ 1,916,341 $ 1,374,186
XML 49 R45.htm IDEA: XBRL DOCUMENT v2.4.0.6
Intangible Assets (Details) (USD $)
In Thousands, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Indefinite life intangible assets:    
Total Gross Carrying Value $ 35,225 $ 35,225
Total Accumulated Amortization 0 0
Total Net Carrying Value 35,225 35,225
Definite life intangible assets:    
Total Gross Carrying Value 76,713 76,713
Total intangible assets, Gross Carrying Value 111,938 111,938
Total, Accumulated Amortization (41,436) (28,386)
Total intangible assets, Accumulated Amortization (41,436) (28,386)
Total, Net Carrying Value 35,277 48,327
Total intangible assets, Net Carrying Value 70,502 83,552
Trade Names [Member]
    
Indefinite life intangible assets:    
Total Gross Carrying Value 21,195 21,195
Total Accumulated Amortization 0 0
Total Net Carrying Value 21,195 21,195
Spectrum and licenses [Member]
    
Indefinite life intangible assets:    
Total Gross Carrying Value 14,030 14,030
Total Accumulated Amortization 0 0
Total Net Carrying Value 14,030 14,030
Customer Relationships Government [Member]
    
Definite life intangible assets:    
Useful Lives 5 years 5 years
Total Gross Carrying Value 20,355 20,355
Total, Accumulated Amortization (13,230) (9,160)
Total, Net Carrying Value 7,125 11,195
Customer Relationships Commercial [Member]
    
Definite life intangible assets:    
Useful Lives 5 years 5 years
Total Gross Carrying Value 33,052 33,052
Total, Accumulated Amortization (21,484) (14,873)
Total, Net Carrying Value 11,568 18,179
Core Developed Technology [Member]
    
Definite life intangible assets:    
Useful Lives 5 years 5 years
Total Gross Carrying Value 4,842 4,842
Total, Accumulated Amortization (3,147) (2,179)
Total, Net Carrying Value 1,695 2,663
Intellectual Property [Member]
    
Definite life intangible assets:    
Useful Lives 16 years 6 months [1] 16 years 6 months [1]
Total Gross Carrying Value 16,439 16,439
Total, Accumulated Amortization (2,258) (1,263)
Total, Net Carrying Value 14,181 15,176
Software [Member]
    
Definite life intangible assets:    
Useful Lives 5 years 5 years
Total Gross Carrying Value 2,025 2,025
Total, Accumulated Amortization (1,317) (911)
Total, Net Carrying Value $ 708 $ 1,114
[1] Intellectual property is allocated over the estimated useful life of the existing satellite systems and Iridium NEXT, which averages to 16.5 years.
XML 50 R6.htm IDEA: XBRL DOCUMENT v2.4.0.6
Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Cash flows from operating activities:      
Net income $ 64,631 $ 41,035 $ 19,941
Adjustments to reconcile net income to net cash provided by operating activities:      
Deferred taxes 29,549 22,563 13,471
Depreciation and amortization 81,110 97,646 90,667
Stock-based compensation 7,332 5,895 5,051
Provision for doubtful accounts 722 0 0
Loss on equity method investment 826 0 0
Gain on disposal of property and equipment 0 (13) 0
Changes in operating assets and liabilities:      
Restricted cash 0 0 15,400
Accounts receivable 561 (7,140) (9,089)
Inventory (11,199) 1,577 9,002
Prepaid expenses and other current assets (200) 363 (1,050)
Income tax receivable 28 6,773 (10,598)
Other assets 364 110 433
Accounts payable 464 454 3,428
Accrued expenses and other current liabilities (6,400) (2,417) 856
Deferred revenue 7,310 7,230 8,188
Accrued satellite and network operation expense, net of current portion (1,338) (1,337) 5,102
Other long-term liabilities 263 10,722 636
Net cash provided by operating activities 174,023 183,461 151,438
Cash flows from investing activities:      
Payment of deferred acquisition consideration 0 0 (4,636)
Capital expenditures (441,654) (359,404) (237,450)
Proceeds from sale of property and equipment 0 67 0
Equity method investment in affiliate (1,888) 0 0
Net cash used in investing activities (443,542) (359,337) (242,086)
Cash flows from financing activities:      
Borrowings under the Credit Facility 334,654 274,976 135,145
Payment of deferred financing fees (22,168) (33,450) (71,787)
Change in restricted cash - Credit Facility (27,079) (27,034) 0
Payment of note payable 0 (22,223) 0
Proceeds from exercise of warrants 9,114 1 23
Proceeds from exercise of stock options 43 40 21
Payment of warrant exchange transaction costs (2,073) 0 0
Proceeds from issuance of Series A Preferred Stock, net of issuance costs 96,499 0 0
Dividends paid (1,419) 0 0
Net cash provided by financing activities 387,571 192,310 63,402
Net increase (decrease) in cash and cash equivalents 118,052 16,434 (27,246)
Cash and cash equivalents, beginning of period 136,366 119,932 147,178
Cash and cash equivalents, end of period 254,418 136,366 119,932
Supplemental cash flow information:      
Interest paid 6,971 4,528 0
Income taxes paid (refunded) 348 (6,296) 11,872
Supplemental disclosure of non-cash investing activities:      
Property and equipment received but not paid for yet 3,516 14,409 21,093
Interest capitalized but not paid 5,359 2,979 0
Capitalized paid-in-kind interest 16,059 7,012 0
Capitalized amortization of deferred financing costs 3,896 0 0
Leasehold improvement incentives 0 0 901
Stock-based compensation capitalized 819 446 191
Contribution of fixed assets to equity method investment 1,353 0 0
Supplemental disclosure of non-cash financing activities:      
Accrued financing fees 0 0 15,959
Note payable 0 0 22,223
Dividends accrued on Series A Preferred Stock $ 273 $ 0 $ 0
XML 51 R59.htm IDEA: XBRL DOCUMENT v2.4.0.6
Income Taxes (Details) (USD $)
In Thousands, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
U.S. income $ 94,719 $ 65,272 $ 34,450
Foreign income 299 309 162
Total income before income taxes $ 95,018 $ 65,581 $ 34,612
XML 52 R35.htm IDEA: XBRL DOCUMENT v2.4.0.6
Significant Accounting Policies and Basis of Presentation (Details 2) (USD $)
In Thousands, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Balance at beginning of the period $ 4,101 $ 2,307
Provision 4,795 3,483
Utilization (4,846) (1,689)
Balance at end of the period $ 4,050 $ 4,101
XML 53 R65.htm IDEA: XBRL DOCUMENT v2.4.0.6
Net Income Per Share (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
 3 Months Ended 12 Months Ended
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2011
Sep. 30, 2011
Jun. 30, 2011
Mar. 31, 2011
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Numerator:                      
Numerator for basic net income per share                 $ 62,939 $ 41,035 $ 19,941
Net income allocated to participating securities                 (54) (29) (20)
Numerator For Basic And Diluted Net Income Loss Per Share                 62,885 41,006 19,921
Dividends on Series A Preferred Stock                 1,692 0 0
Numerator for diluted net income per share                 $ 64,577 $ 41,006 $ 19,921
Denominator:                      
Denominator for basic net income per share - Weighted average outstanding common shares (in shares)                 74,239 72,164 70,289
Dilutive effect of warrants                 1,272 1,395 2,667
Dilutive effect of stock options                 6 0 0
Dilutive effect of Series A Preferred Stock                 2,665 0 0
Denominator for diluted net income per share (in shares)                 78,182 73,559 72,956
Net income per share - basic (in dollars per share) $ 0.20 $ 0.24 $ 0.24 $ 0.17 $ 0.11 $ 0.16 $ 0.16 $ 0.13 $ 0.85 $ 0.57 $ 0.28
Net income per share - diluted (in dollars per share) $ 0.19 $ 0.23 $ 0.23 $ 0.16 $ 0.11 $ 0.16 $ 0.16 $ 0.12 $ 0.83 $ 0.56 $ 0.27
XML 54 R22.htm IDEA: XBRL DOCUMENT v2.4.0.6
Significant Accounting Policies and Basic of Presentation (Policies)
 12 Months Ended
Dec. 31, 2012
Accounting Policies [Abstract]  
Consolidation, Policy [Policy Text Block]

Principles of Consolidation and Basis of Presentation

 

The Company has prepared the consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of (i) the Company, (ii) its wholly owned subsidiaries, and (iii) all less than wholly owned subsidiaries that the Company controls. All intercompany transactions and balances have been eliminated and net income not attributable to the Company (when material) has been allocated to noncontrolling interests.
Use of Estimates, Policy [Policy Text Block]

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ materially from those estimates.
Fair Value of Financial Instruments, Policy [Policy Text Block]

Financial Instruments

 

The consolidated balance sheets include various financial instruments (primarily cash and cash equivalents, restricted cash, prepaid expenses, deposits and other current assets, accounts receivable, accounts payable, accrued expenses and other liabilities, notes and loans payable, and other obligations). 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. These tiers of inputs include:

 

· Level 1, defined as observable inputs such as quoted prices in active markets for identical assets;
· Level 2, defined as observable inputs other than Level 1 prices such as quoted prices for similar assets; 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.

 

As of December 31, 2012 and 2011, the carrying values of short-term financial instruments (primarily cash and cash equivalents, prepaid expenses, deposits and other current assets, accounts receivable, accounts payable, accrued expenses and other current liabilities and other obligations) approximate their fair values because of their short-term nature.
Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentrations of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and receivables. The majority of cash is swept nightly into a money market fund invested in U.S. treasuries, Agency Mortgage Backed Securities and/or U.S. Government guaranteed debt. While the Company maintains its cash and cash equivalents with financial institutions with high credit ratings, it often maintains those deposits in federally insured financial institutions in excess of federally insured (FDIC) limits. The Company performs credit evaluations of its customers’ financial condition and records reserves to provide for estimated credit losses. Accounts receivable are due from both domestic and international customers.
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]

Cash, Cash Equivalents and Restricted Cash

 

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The cash and cash equivalents balances at December 31, 2012 and 2011 consisted of cash deposited in institutional money market funds, regular interest bearing and non-interest bearing depository accounts and certificates of deposit with commercial banks. The Company’s restricted cash balances as of December 31, 2012 and 2011 were $54.2 million and $27.2 million, respectively. Changes in restricted cash balances are reflected on the consolidated statements of cash flows as an operating activity if pertaining to collateral for operations and maintenance agreements; changes in restricted cash balances are reflected on the consolidated statements of cash flows as a financing activity if pertaining to required reserve balances for debt agreements.
Receivables, Policy [Policy Text Block]

Accounts Receivable

 

Trade accounts receivable are recorded at the invoiced amount and are subject to late fee penalties. Management develops its estimate of an allowance for uncollectible receivables based on the Company’s experience with specific customers, aging of outstanding invoices, its understanding of customers’ current economic circumstances and its own judgment as to the likelihood that the Company will ultimately receive payment. The Company writes off its accounts receivable when balances ultimately are deemed uncollectible. The allowance for doubtful accounts was $1.1 million and less than $0.1 million as of December 31, 2012 and 2011, respectively.
Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currencies

 

The functional currency of the Company’s foreign consolidated subsidiaries is their local currency, except for countries that are deemed to have “highly inflationary” economies, in which case the functional currency is deemed to be the reporting currency (or U.S. dollar). Assets and liabilities of its foreign subsidiaries are translated to U.S. dollars based on exchange rates at the end of the reporting period. Income and expense items are translated at the weighted average exchange rates prevailing during the reporting period. Translation adjustments are accumulated in a separate component of stockholders’ equity. Transaction gains or losses are classified as other income (expense), net in the accompanying consolidated statements of operations and comprehensive income.
Internal Use Software, Policy [Policy Text Block]

Internally Developed Software

 

The Company capitalizes the costs of acquiring, developing and testing software to meet its internal needs. Capitalization of costs associated with software obtained or developed for internal use commences when the preliminary project stage is complete and it is probable that the project will be completed and used to perform the function intended. Capitalized costs include only (i) external direct cost of materials and services consumed in developing or obtaining internal-use software and (ii) payroll and payroll-related costs for employees who are directly associated with, and devote time to, the internal-use software project. Capitalization of such costs ceases no later than the point at which the project is substantially complete and ready for its intended use. Internal use software costs are amortized once the software is placed in service using the straight-line method over periods ranging from three to seven years.
Deferred Charges, Policy [Policy Text Block]

Deferred Financing Costs

 

Direct and incremental costs incurred in connection with securing debt financing are deferred and are amortized as additional interest expense using the effective interest method over the term of the related debt.

 

As of December 31, 2012 and 2011, the Company had deferred approximately $123.8 million and $105.5 million, respectively, of direct and incremental financing costs associated with securing debt financing for Iridium NEXT, the Company’s next-generation satellite constellation.
Interest Capitalization, Policy [Policy Text Block]

Capitalized Interest

 

Interest costs associated with financing the Company’s assets during the construction period have been capitalized. Capitalized interest and interest expense were as follows:

 

    Year Ended December 31,  
    2012     2011     2010  
          (In thousands)        
Capitalized interest   $ 29,305     $ 12,825     $ 1,694  
Interest expense     114       42       23  
Total interest   $ 29,419     $ 12,867     $ 1,717  
Inventory, Policy [Policy Text Block]

Inventory

 

Inventory consists primarily of finished goods, although the Company at times also maintains an inventory of raw materials from third-party manufacturers. The Company outsources manufacturing of subscriber equipment primarily to third-party manufacturers and purchases accessories from third-party suppliers. The Company’s cost of inventory includes an allocation of overhead (including salaries and benefits of employees directly involved in bringing inventory to its existing condition, and freight). Inventories are valued using the average cost method and are carried at the lower of cost or market.

 

The Company has manufacturing agreements with two suppliers to manufacture subscriber equipment, one of which contain minimum monthly purchase requirements. The Company’s purchases have exceeded the monthly minimum requirements since inception. Pursuant to an agreement with the suppliers, the Company may be required to purchase excess materials if the materials are not used in production within the periods specified in the agreement. The suppliers 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.
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-Based Compensation

 

The Company accounts for stock-based compensation at fair value. Accordingly, the Company expenses the estimated fair value of stock-based awards made in exchange for employee, non-employee director and consultant services over the requisite service period. Stock-based compensation cost related to restricted stock units is determined at the grant date using the closing price of the common stock on the date of grant. Stock-based compensation cost related to stock options is determined at the grant date using the Black-Scholes option pricing model. The value of an employee award that is ultimately expected to vest is recognized on a straight-line basis over the requisite service period and is classified within the financial statements in a manner consistent with the classification of the employee’s compensation. Awards to consultants and non-employee directors are recognized according to the terms of their agreements and are classified in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income. Classification of stock-based compensation for the years ended December 31, 2012 and 2011 is as follows:

 

    2012     2011  
    (In thousands)  
Property and equipment, net   $ 760     $ 446  
Inventory     60       9  
Cost of subscriber equipment     157       130  
Cost of services (exclusive of depreciation and amortization)     608       458  
Research and development     209       220  
Selling, general and administrative     6,356       5,078  
Total stock-based compensation   $ 8,150     $ 6,341  
Depreciation, Depletion, and Amortization [Policy Text Block]

Depreciation Expense

 

The Company calculates depreciation expense using the straight-line method and evaluates the appropriateness of the useful life used in this calculation on a quarterly basis. During 2012, the Company updated its analysis of the current satellite constellation’s health and remaining useful life. Based on the results of this analysis, the Company estimates that its current constellation of satellites will be operational for longer than previously expected. As a result, the estimated useful life of the current constellation has been extended and is also consistent with the expected deployment of Iridium NEXT. This change in estimated useful life resulted in a decrease in depreciation expense compared to the prior year. The change in accounting estimate reduced depreciation expense in 2012 by $19.6 million. For the year ended December 31, 2012, the reduction in depreciation expense increased basic and diluted net income per share by $0.17 and $0.16, respectively. The Company will continue to evaluate the useful life of its current constellation of satellites on an ongoing basis through full deployment and activation of Iridium NEXT.
Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

 

Property and equipment is carried at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the following estimated useful lives:

 

Ground system 5 – 7 years
Equipment 3 – 5 years
Internally developed software and purchased software 3 – 7 years
Building 39 years
Building improvements estimated useful life
Leasehold improvements shorter of useful life or remaining lease term

 

Repairs and maintenance costs are expensed as incurred.
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Long-Lived Assets

 

The Company assesses its long-lived assets for impairment when indicators of impairment exist. Recoverability of assets is measured by comparing the carrying amounts of the assets to the future undiscounted cash flows expected to be generated by the assets. Any impairment loss would be measured as the excess of the assets’ carrying amount over their fair value.

 

The Company lost communication with two of its in-orbit satellites, one in 2012 and one in 2011. As a result, a $2.0 million and $3.0 million impairment charge was recorded within depreciation expense during 2012 and 2011, respectively. The Company had in-orbit spare satellites available to replace the lost satellites.
Goodwill and Intangible Assets, Policy [Policy Text Block]

Goodwill and Other Intangible Assets

 

Goodwill

 

Goodwill is the excess of the acquisition cost of businesses over the fair value of the identifiable net assets acquired. Impairment testing for goodwill is performed during the fourth quarter of each annual period or more frequently if indicators of potential impairment exist. If the fair value of goodwill is less than the carrying amount of goodwill, an impairment loss is recognized.

 

Intangible Assets Not Subject to Amortization

 

A portion of the Company’s intangible assets are spectrum and regulatory authorizations, and trade names which are indefinite-lived intangible assets. The Company reevaluates the useful life determination for these assets each reporting period to determine whether events and circumstances continue to support an indefinite useful life. The Company tests its indefinite-lived intangible assets for potential impairment annually in the fourth quarter or more frequently if indicators of impairment exist. If the fair value of the indefinite-lived asset is less than the carrying amount, an impairment loss is recognized.

 

Intangible Assets Subject to Amortization

 

The Company’s intangible assets that do have finite lives (customer relationships – government and commercial, core developed technology, intellectual property and software) are amortized over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any indicators were present, the Company would test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), the Company would perform the next step, which is to determine the fair value of the asset and record an impairment loss, if any. The Company also reevaluates the useful lives for these intangible assets each reporting period to determine whether events and circumstances warrant a revision in their remaining useful lives.
Asset Retirement Obligations, Policy [Policy Text Block]

Asset Retirement Obligations

 

Liabilities arising from legal obligations associated with the retirement of long-lived assets are required to be measured at fair value and recorded as a liability. Upon initial recognition of a liability for retirement obligations, a company must record an asset, which is depreciated over the life of the asset to be retired.

 

Under certain circumstances, each of the U.S. government, The Boeing Company (“Boeing”), and Motorola Solutions, Inc. (“Motorola Solutions”) has the right to require the de-orbit of the Company’s satellite constellation. In the event the Company was required to effect a mass de-orbit, pursuant to the amended and restated operations and maintenance agreement (the “O&M Agreement”) by and between the Company’s indirect wholly owned subsidiary Iridium Constellation LLC (“Iridium Constellation”) and Boeing, the Company would be required to pay Boeing $17.2 million, plus an amount equivalent to the premium for de-orbit insurance coverage ($2.5 million as of December 31, 2012). The Company has concluded that each of the foregoing de-orbit rights meets the definition of an asset retirement obligation. However, the Company currently does not believe the U.S. government, Boeing or Motorola Solutions will exercise their respective de-orbit rights. As a result, the Company believes the likelihood of any future cash outflows associated with the mass de-orbit obligation is remote and has recorded an asset retirement obligation with respect to the potential mass de-orbit of approximately $0.2 million at December 31, 2012, which is included in other long-term liabilities on the accompanying consolidated balance sheet.

 

There are other circumstances in which the Company could be required, either by the U.S. government or for technical reasons, to de-orbit an individual satellite; however, the Company believes that such costs would not be significant relative to the costs associated with the ordinary operations of the satellite constellation.
Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

 

The Company derives its revenue primarily as a wholesaler of satellite communications products and services. The primary types of revenue include (i) service revenue (access and usage-based airtime fees), (ii) subscriber equipment revenue, and (iii) revenue generated by providing engineering and support services to commercial and government customers.

 

Wholesaler of satellite communications products and services

 

Pursuant to wholesale agreements, the Company sells its products and services to service providers who, in turn, sell the products and services to other distributors or directly to the end users. The Company recognizes revenue when services are performed or delivery has occurred, evidence of an arrangement exists, the fee is fixed or determinable, and collection is probable, as follows:

 

Contracts with multiple elements

 

At times, the Company sells services and equipment through multi-element arrangements that bundle equipment, airtime and other services. For multi-element revenue arrangements entered into or materially modified after January 1, 2011, when the Company sells services and equipment in bundled arrangements that include guaranteed minimum orders and determines that it has separate units of accounting, the Company allocates the bundled contract price among the various contract deliverables based on each deliverable’s relative selling price. The selling price used for each deliverable is based on vendor-specific objective evidence when available, third-party evidence when vendor-specific evidence is not available, or the estimated selling price when neither vendor-specific evidence nor third party evidence is available. The Company determines vendor-specific objective evidence of selling price by assessing sales prices of subscriber equipment, airtime and other services when they are sold to customers on a stand-alone basis. When the Company determines the elements are not separate units of accounting, the Company recognizes revenue on a combined basis as the last element is delivered. For similar multi-element revenue arrangements entered into prior to January 1, 2011, when the Company determined that it had separate units of accounting, the Company allocated the bundled contract price among the various contract deliverables based on each deliverable’s objectively determined and relative fair value. The Company determined vendor-specific objective evidence of fair value by assessing sales prices of subscriber equipment, airtime and other services when they are sold to customers on a stand-alone basis. When the Company determined the elements were not separate units of accounting, the Company recognized revenue on a combined basis as the last element was delivered.

 

Service revenue sold on a stand-alone basis


 

Service revenue is generated from the Company’s service providers through usage of its satellite system and through fixed monthly access fees per user charged to service providers. Revenue for usage is recognized when usage occurs. Revenue for fixed-per-user access fees is recognized ratably over the period in which the services are provided to the end user. The Company sells prepaid services in the form of e-vouchers and prepaid cards. A liability is established for the cash paid for the e-voucher or prepaid card on purchase. The Company recognizes revenue from the prepaid services (i) upon the use of the e-voucher or prepaid card by the customer; (ii) upon the expiration of the right to access the prepaid service; or (iii) when it is determined that the likelihood of the prepaid card being redeemed by the customer is remote (“Prepaid Card Breakage”). The Company has determined the recognition of Prepaid Card Breakage based on its historical redemption patterns. The Company does not offer refund privileges for unused prepaid services.

 

Subscriber equipment sold on a stand-alone basis

 

The Company recognizes subscriber equipment sales and the related costs when title to the equipment (and the risks and rewards of ownership) passes to the customer, typically upon shipment.

 

Services sold to the U.S. government

 

The Company provides airtime to U.S. government subscribers through (i) fixed monthly fees on a per-user basis for unlimited voice services, (ii) fixed monthly fees per user for unlimited paging services, (iii) a tiered pricing plan (based on usage) per device for data services, (iv) fixed monthly fees on a per-user basis for unlimited beyond-line-of-sight push-to-talk voice services to user-defined groups (“Netted Iridium”), and (v) a monthly fee for active user-defined groups using Netted Iridium. Revenue related to these services is recognized ratably over the periods in which the services are provided, and the related costs are expensed as incurred. The U.S. government purchases its subscriber equipment from third-party distributors and not directly from the Company.

 

Government engineering and support services

 

The Company provides maintenance services to the U.S. government’s dedicated gateway. This revenue is recognized ratably over the periods in which the services are provided; the related costs are expensed as incurred.

 

Other government and commercial engineering and support services

 

The Company also provides engineering services to assist customers in developing new technologies for use on the Company’s satellite system. The revenue associated with these services is recorded when the services are rendered, typically on a proportional performance method of accounting based on the Company’s estimate of total costs expected to complete the contract, and the related costs are expensed as incurred. Revenue on cost-plus-fixed-fee contracts is recognized to the extent of estimated costs incurred plus the applicable fees earned. The Company considers fixed fees under cost-plus-fixed-fee contracts to be earned in proportion to the allowable costs incurred in performance of the contract. The portion of revenue on research and development arrangements that is contingent upon the achievement of substantive milestone events is recognized in the period in which the milestone is achieved.
Standard Product Warranty, Policy [Policy Text Block]

Warranty Expense

 

The Company provides the first end user purchaser of its products a warranty on subscriber equipment for one to five years from the date of purchase by such first end user, depending on the product. A warranty accrual is recorded when it is estimable and probable that a loss has been incurred. A warranty reserve is maintained based on historical experience of warranty costs and expected occurrences of warranty claims on equipment. Costs associated with warranties are recorded as cost of subscriber equipment sales and include equipment replacements, repairs, freight, and program administration. During 2012, the Company identified production deficiencies related to the Iridium Extreme satellite handset. A reserve for the remediation of these deficiencies contributed $1.2 million to the warranty provision during 2012. The roll-forward of the warranty accrual for the years ended December 31, 2012 and 2011 is as follows:

 

    2012     2011  
    (In thousands)  
Balance at beginning of the period   $ 4,101     $ 2,307  
Provision     4,795       3,483  
Utilization     (4,846 )     (1,689 )
Balance at end of the period   $ 4,050     $ 4,101  
Research and Development Expense, Policy [Policy Text Block]

Research and Development

 

Research and development costs are charged to expense in the period in which they are incurred.
Advertising Costs, Policy [Policy Text Block]

Advertising Costs

 

Costs associated with advertising and promotions are expensed as incurred. Advertising expenses were $0.5 million, $0.6 million and $0.6 million for the years ended December 31, 2012, 2011 and 2010, respectively.
Income Tax, Policy [Policy Text Block]

Income Taxes

 

The Company accounts for income taxes using the asset and liability approach, which requires the recognition of tax benefits or expenses for temporary differences between the financial reporting and tax bases of assets and liabilities. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company also recognizes a tax benefit from uncertain tax positions only if it is “more likely than not” that the position is sustainable based on its technical merits. The Company’s policy is to recognize interest and penalties on uncertain tax positions as a component of income tax expense.
Earnings Per Share, Policy [Policy Text Block]

Net Income Per Share

 

The Company calculates basic net income per share by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share takes into account the effect of potential dilutive common shares when the effect is dilutive. The effect of potential dilutive common shares, including common stock issuable upon exercise of outstanding stock options and stock purchase warrants, is computed using the treasury stock method. The effect of potential dilutive common shares from the conversion of the outstanding convertible preferred securities is computed using the as-if converted method at the stated conversion rate. The Company’s unvested restricted stock units contain non-forfeitable rights to dividends and therefore are considered to be participating securities in periods of net income. The calculation of basic and diluted net income per share excludes net income attributable to the unvested restricted stock units from the numerator and excludes the impact of unvested restricted stock units from the denominator.
XML 55 R36.htm IDEA: XBRL DOCUMENT v2.4.0.6
Significant Accounting Policies and Basis of Presentation (Details Textual) (USD $)
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Restricted cash $ 54,233,000 $ 27,154,000  
Allowance for Doubtful Accounts Receivable, Current 1,100,000 100,000  
Deferred financing costs 123,796,000 105,523,000  
Depreciation 19,600,000    
Impact Of Change In Accounting Estimate On Basic Earnings Per Share $ 0.17    
Impact Of Change In Accounting Estimate On Diluted Earnings Per Share $ 0.16    
Tangible Asset Impairment Charges 2,000,000 3,000,000  
Asset Retirement Obligation, Liabilities Incurred 17,200,000    
De Orbit Insurance Coverage 2,500,000    
Asset Retirement Obligation 200,000    
Contribution To Warranty Provision 1,200,000    
Advertising Expense $ 500,000 $ 600,000 $ 600,000
Ground System [Member]
      
Property Plant And Equipment Estimated Life Minimum 5 years    
Property Plant And Equipment Estimatedl Life Maximum 7 years    
Equipment [Member]
      
Property Plant And Equipment Estimated Life Minimum 3 years    
Property Plant And Equipment Estimatedl Life Maximum 5 years    
Software [Member]
      
Property Plant And Equipment Estimated Life Minimum 3 years    
Property Plant And Equipment Estimatedl Life Maximum 7 years    
Building [Member]
      
Property, Plant and Equipment, Useful Life 39 years    
Building Improvements [Member]
      
Property, Plant and Equipment, Estimated Useful Lives estimated useful life    
Leasehold Improvements [Member]
      
Property, Plant and Equipment, Estimated Useful Lives shorter of useful life or remaining lease term    
XML 56 R24.htm IDEA: XBRL DOCUMENT v2.4.0.6
Debt (Tables)
 12 Months Ended
Dec. 31, 2012
Debt Disclosure [Abstract]  
Schedule Of Debt Service Reserve Minimums [Table Text Block]

The Credit Facility will mature seven years after the start of the repayment period. In addition, the Company is required to maintain minimum debt service reserve levels, which are estimated as follows:

 

At December 31,   Amount  
    (in millions)  
2013   $ 81  
2014     108  
2015     135  
2016     162  
2017     189  
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Organization and Business
 12 Months Ended
Dec. 31, 2012
Organization, Consolidation and Presentation Of Financial Statements [Abstract]  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

1. Organization and Business

 

Iridium Communications Inc. (the “Company”), a Delaware corporation, offers voice and data communications services and products to businesses, U.S. and international government agencies and other customers on a global basis. The Company is a provider of mobile voice and data communications services via a constellation of low earth orbiting satellites. The Company holds various licenses and authorizations from the U.S. Federal Communications Commission (the “FCC”) and from foreign regulatory bodies that permit the Company to conduct its business, including the operation of its satellite constellation.
XML 60 R3.htm IDEA: XBRL DOCUMENT v2.4.0.6
Consolidated Balance Sheets [Parenthetical] (USD $)
In Thousands, except Per Share data, unless otherwise specified
Dec. 31, 2012
Dec. 31, 2011
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized 2,000 2,000
Preferred stock, shares issued 1,000 0
Preferred stock, shares outstanding 1,000 0
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized 300,000 300,000
Common stock, shares issued 76,461 73,205
Common stock, shares outstanding 76,461 73,205
XML 61 R17.htm IDEA: XBRL DOCUMENT v2.4.0.6
Segments, Significant Customers, Supplier and Service Providers and Geographic Information
 12 Months Ended
Dec. 31, 2012
Segment Reporting [Abstract]  
Segment Reporting Disclosure [Text Block]

11. Segments, Significant Customers, Supplier and Service Providers and Geographic Information

 

The Company operates in one business segment, providing global satellite communications services and products.

 

The Company derived approximately 20%, 23% and 23% of its total revenue in the years ended December 31, 2012, 2011 and 2010, respectively, and approximately 25% and 27% of its accounts receivable balance at December 31, 2012 and 2011, respectively, from prime contracts or subcontracts with agencies of the U.S. government. The two largest commercial customers accounted for approximately 20%, 21%, and 19% of the Company’s total revenue for the years ended December 31, 2012, 2011 and 2010, respectively. Another single large commercial customer represented approximately 13% and 11% of the Company’s accounts receivable balance at December 31, 2012 and 2011, respectively.

 

The Company contracts for the manufacture of its subscriber equipment primarily from two manufacturers and utilizes other sole source suppliers for certain component parts of its devices. Should events or circumstances prevent the manufacturers or the suppliers from producing the equipment or component parts, the Company’s business could be adversely affected until the Company is able to move production to other facilities of the manufacturer or secure a replacement manufacturer or an alternative supplier for such component parts.

 

A significant portion of the Company’s satellite operations and maintenance service is provided by Boeing. Should events or circumstances prevent Boeing from providing these services, the Company’s business could be adversely affected until the Company is able to assume operations and maintenance responsibilities or secure a replacement service provider.

 

Net property and equipment by geographic area was as follows as of December 31:

 

    2012     2011  
    (In thousands)  
United States   $ 94,017     $ 79,263  
Satellites in orbit     137,720       188,263  
Iridium NEXT systems under construction     972,907       569,439  
All others (1)     6,049       6,127  
Total   $ 1,210,693     $ 843,092  

 

(1) No one other country represented more than 10% of property and equipment, net.

 

Revenue by geographic area was as follows for the years ended December 31:

 

    2012     2011  
    (In thousands)  
United States   $ 178,145     $ 176,043  
Canada     53,279       52,419  
United Kingdom     42,706       48,886  
Other countries (1)     109,390       106,959  
Total   $ 383,520     $ 384,307  

 

(1) No one other country represented more than 10% of revenue.

 

Revenue is attributed to geographic area based on the billing address of the distributor. Service location and the billing address are often not the same. The Company’s distributors sell services directly or indirectly to end users, who may be located or use the Company’s products and services elsewhere. The Company cannot provide the geographical distribution of end users because it does not contract directly with them. The Company does not have significant foreign exchange risk on sales, as invoices are generally denominated in United States Dollars.
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Document and Entity Information (USD $)
In Millions, except Share data, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Feb. 27, 2013
Jun. 30, 2012
Entity Registrant Name Iridium Communications Inc.    
Entity Central Index Key 0001418819    
Current Fiscal Year End Date --12-31    
Entity Filer Category Accelerated Filer    
Trading Symbol irdm    
Entity Common Stock, Shares Outstanding   76,462,045  
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2012    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2012    
Entity Well-Known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Reporting Status Yes    
Entity Public Float     $ 460.7
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Employee Benefit Plan
 12 Months Ended
Dec. 31, 2012
Compensation and Retirement Disclosure [Abstract]  
Compensation and Employee Benefit Plans [Text Block]

12. Employee Benefit Plan

 

The Company sponsors a defined-contribution 401(k) retirement plan (the “Plan”) that covers all employees. Employees are eligible to participate in the Plan on the first day of the month following the date of hire, and participants are 100% vested from the date of eligibility. The Company matches employees’ contributions equal to 100% of the salary deferral contributions up to 5% of the employees’ compensation. Company-matching contributions to the Plan were $1.2 million, $1.1 million and $1.0 million for the years ended December 31, 2012, 2011 and 2010, respectively. The Company pays all administrative fees related to the Plan.
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Consolidated Statements of Operations and Comprehensive Income (USD $)
In Thousands, except Per Share data, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Revenue:      
Services $ 273,491 $ 262,322 $ 236,351
Subscriber equipment 93,866 94,709 90,184
Engineering and support services 16,163 27,276 21,638
Total revenue 383,520 384,307 348,173
Operating expenses:      
Cost of services (exclusive of depreciation and amortization) 60,937 71,181 72,579
Cost of subscriber equipment 53,285 54,113 61,661
Research and development 15,525 18,684 19,178
Selling, general and administrative 67,589 65,682 66,728
Depreciation and amortization 81,110 97,646 90,667
Total operating expenses 278,446 307,306 310,813
Operating income 105,074 77,001 37,360
Other income (expense):      
Interest income, net 1,072 1,200 637
Undrawn credit facility fees (10,232) (12,524) (3,368)
Other expense, net (896) (96) (17)
Total other expense (10,056) (11,420) (2,748)
Income before income taxes 95,018 65,581 34,612
Provision for income taxes (30,387) (24,546) (14,671)
Net income 64,631 41,035 19,941
Series A Preferred Stock dividends 1,692 0 0
Net income attributable to common stockholders 62,939 41,035 19,941
Weighted average shares outstanding - basic (in shares) 74,239 72,164 70,289
Weighted average shares outstanding - diluted (in shares) 78,182 73,559 72,956
Net income per share - basic (in dollars per share) $ 0.85 $ 0.57 $ 0.28
Net income per share - diluted (in dollars per share) $ 0.83 $ 0.56 $ 0.27
Comprehensive income:      
Net income 64,631 41,035 19,941
Foreign currency translation adjustments (132) (315) 68
Comprehensive income $ 64,499 $ 40,720 $ 20,009
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Boeing Operations and Maintenance Agreements
 12 Months Ended
Dec. 31, 2012
Boeing Operations and Maintenance Agreements [Abstract]  
Operations and Maintenance Agreement [Text Block]

6. Boeing Operations and Maintenance Agreements

 

On July 21, 2010, the Company and Boeing entered into the O&M Agreement, pursuant to which Boeing agreed to provide transition services and continuing steady-state operations and maintenance services with respect to the satellite network operations center, telemetry, tracking and control stations and the on-orbit satellites (including engineering, systems analysis, and operations and maintenance services). Pursuant to the O&M Agreement, each of Boeing, Motorola Solutions and the U.S. government has the unilateral right to commence the de-orbit of the constellation upon the occurrence of certain enumerated events.

 

The O&M Agreement incorporates a de-orbit plan, which, if exercised, would cost approximately $17.2 million plus an amount equivalent to the premium of the de-orbit insurance coverage to be paid to Boeing in the event of a mass de-orbit of the satellite constellation. Under the prior operations and maintenance agreement, the Company was required to cause to be issued to Boeing a $15.4 million letter of credit as collateral for such costs. Under the O&M Agreement, the Company is no longer required to maintain a letter of credit and the prior letter of credit was allowed to expire in July 2010. In addition, on July 21, 2010, the Company and Boeing entered into an agreement pursuant to which Boeing will operate and maintain Iridium NEXT (the “NEXT Support Services Agreement”). Boeing will provide these services on a time-and-materials fee basis. The term of the NEXT Support Services Agreement runs concurrently with the estimated useful life of the Iridium NEXT constellation. The Company is entitled to terminate the agreement for convenience and without cause commencing in 2019.

 

The Company incurred expenses of $31.9 million, $34.3 million and $41.4 million relating to satellite operations and maintenance costs for the years ended December 31, 2012, 2011 and 2010, respectively, included in cost of services (exclusive of depreciation and amortization) in the consolidated statements of operations and comprehensive income.
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Motorola Settlement
 12 Months Ended
Dec. 31, 2012
Motorola Settlement [Abstract]  
Settlement Agreement [Text Block]

5. Motorola Settlement

 

On October 1, 2010, the Company entered into a Settlement Agreement (the “Settlement Agreement”) with Motorola, pursuant to which the parties settled the litigation filed by Motorola against Iridium Satellite and Iridium Holdings in the Circuit Court of Cook County, Illinois, County Department—Chancery Division (captioned Motorola, Inc. vs. Iridium Satellite LLC and Iridium Holdings LLC, Docket No. 10 CH 05684). On the same date, the parties entered into a series of other agreements. Pursuant to the Settlement Agreement, which contains no admission of liability by any party, and certain other agreements entered into on the same date, the Company agreed to pay Motorola an aggregate of $46.0 million, in consideration of payment of debt of $15.4 million otherwise due in 2010, expanded intellectual property licenses, the conversion of existing intellectual property licenses from being royalty-based to prepaid, transfer to the Company of ownership of certain intellectual property rights, termination of Motorola’s rights to distributions and payments based on the value of the Company upon certain “triggering events” and mutual releases of claims. Of the total $46.0 million, the Company paid $23.0 million contemporaneously with the execution of the Settlement Agreement and the remaining $23.0 million was reflected in the Promissory Note the Company issued to Motorola, which bore interest at the rate of 10%. In December 2010, the Company paid $0.8 million to Motorola which was applied against the Promissory Note principal. In May 2011, the Company paid $23.6 million to Motorola Solutions, successor to Motorola, as a payment in full for the outstanding balance of the Promissory Note, including accrued interest. Interest costs of $0.8 million and $0.6 million for the years ended December 31, 2011 and 2010, respectively, was capitalized as part of the Company’s assets under construction and included within property and equipment, net in the consolidated balance sheets.

 

In conjunction with the execution of the Settlement Agreement, Iridium Satellite and Motorola terminated the Senior Subordinated Term Loan Agreement and also amended and restated the existing transition services, products and asset agreement to eliminate provisions which by completion or passage of time were deemed unnecessary. The Company’s insurance requirements and Motorola Solutions’ de-orbit rights under the transition services, products and asset agreement, or the TSA, remain materially unchanged.

 

In addition, the Company and Motorola entered into a System Intellectual Property Rights Amendment and Agreement and a Supplemental Subscriber Equipment Technology Amendment and Agreement. Pursuant to those two agreements, the Company broadened its existing licenses to certain Motorola intellectual property for use with its current satellite constellation and subscriber equipment, and the Company received licenses to such intellectual property for use with Iridium NEXT and future subscriber equipment.
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Significant Accounting Policies and Basic of Presentation(Tables)
 12 Months Ended
Dec. 31, 2012
Accounting Policies [Abstract]  
Interest Cost Incurred Capitalized [Table Text Block]

Interest costs associated with financing the Company’s assets during the construction period have been capitalized. Capitalized interest and interest expense were as follows:

 

    Year Ended December 31,  
    2012     2011     2010  
          (In thousands)        
Capitalized interest   $ 29,305     $ 12,825     $ 1,694  
Interest expense     114       42       23  
Total interest   $ 29,419     $ 12,867     $ 1,717  
Share Based Compensation Classification [Table Text Block]
Classification of stock-based compensation for the years ended December 31, 2012 and 2011 is as follows:

 

    2012     2011  
    (In thousands)  
Property and equipment, net   $ 760     $ 446  
Inventory     60       9  
Cost of subscriber equipment     157       130  
Cost of services (exclusive of depreciation and amortization)     608       458  
Research and development     209       220  
Selling, general and administrative     6,356       5,078  
Total stock-based compensation   $ 8,150     $ 6,341
Schedule of Product Warranty Liability [Table Text Block]
The roll-forward of the warranty accrual for the years ended December 31, 2012 and 2011 is as follows:

 

    2012     2011  
    (In thousands)  
Balance at beginning of the period   $ 4,101     $ 2,307  
Provision     4,795       3,483  
Utilization     (4,846 )     (1,689 )
Balance at end of the period   $ 4,050     $ 4,101  
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Income Taxes
 12 Months Ended
Dec. 31, 2012
Income Tax Disclosure [Abstract]  
Income Tax Disclosure [Text Block]

13. Income Taxes

 

U.S. and foreign components of income before income taxes are presented below:

 

    Year Ended December 31,  
    2012     2011     2010  
          (In thousands)        
U.S. income   $ 94,719     $ 65,272     $ 34,450  
Foreign income     299       309       162  
Total income before income taxes   $ 95,018     $ 65,581     $ 34,612  

 

The components of the Company’s income tax provision are as follows:

 

    Year Ended December 31,  
    2012     2011     2010  
          (In thousands)        
Current taxes:                        
Federal provision (benefit)   $ (47 )   $ 82     $ 716  
State provision     96       816       89  
Foreign provision     849       567       425  
Total current tax provision     898       1,465       1,230  
Deferred taxes:                        
Federal provision     30,014       21,089       11,339  
State provision (benefit)     (610 )     1,995       1,888  
Foreign provision (benefit)     85       (3 )     214  
Total deferred tax provision     29,489       23,081       13,441  
Total income tax provision   $ 30,387     $ 24,546     $ 14,671  

 

In 2011 and 2012, Arizona enacted tax law changes resulting in a benefit to the Company’s net deferred tax expense. Due to the size and nature of the Company’s operations in Arizona, such changes have a significant impact on the tax provision in a given period. As a result of these law changes, the Company’s deferred tax expense was reduced by approximately $9.5 million and $3.1 million for the years ended December 31, 2012 and 2011, respectively.

 

A reconciliation of the U.S. federal statutory income tax expense to the Company’s effective income tax provision is as follows:

 

    Year Ended December 31,  
    2012     2011     2010  
          (In thousands)        
U.S. federal statutory tax rate   $ 33,256     $ 22,955     $ 12,114  
State taxes, net of federal benefit     3,837       2,561       1,351  
State tax valuation allowance     1,943       -       -  
Arizona tax law change     (9,524 )     (3,126 )     -  
Other nondeductible expenses     414       854       582  
Liability for uncertain tax positions     (45 )     704       121  
Provision to return and other adjustments     223       784       178  
Other items     283       (186 )     325  
Total income tax provision   $ 30,387     $ 24,546     $ 14,671  

 

 

The components of deferred tax assets and liabilities at December 31, 2012 and 2011 are as follows:

 

    As of December 31,  
    2012     2011  
    (In thousands)  
Deferred tax assets                
Long-term contracts   $ 22,894     $ 6,489  
Deferred revenue     6,212       5,144  
Federal, state and foreign net operating loss carryforwards and tax credits     122,948       94,225  
Other     19,551       17,616  
Total deferred tax assets     171,605       123,474  
Valuation allowance     (2,200 )     (441 )
Net deferred tax assets   $ 169,405     $ 123,033  
                 
Deferred tax liabilities                
Fixed assets and intangibles   $ (58,930 )   $ (82,788 )
Research and development expenditures     (254,312 )     (154,419 )
Other     (2,824 )     (2,937 )
Total deferred tax liabilities   $ (316,066 )   $ (240,144 )
                 
Net deferred income tax liabilities   $ (146,661 )   $ (117,111 )

  

The Company recognizes valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. In assessing the likelihood of realization, management considers: (i) future reversals of existing taxable temporary differences; (ii) future taxable income exclusive of reversing temporary differences and carryforwards; (iii) taxable income in prior carryback year(s) if carryback is permitted under applicable tax law; and (iv) tax planning strategies.

 

As of December 31, 2012, the Company had deferred tax assets related to cumulative U.S., state and foreign net operating loss carryforwards of approximately $310.1 million, $252.3 million and $0.7 million, respectively. These net operating loss carryforwards, if unutilized, will expire in various amounts from 2015 through 2032. The Company believes that the U.S. federal net operating losses will be utilized before the expiration dates and as such no valuation allowance has been established for these deferred tax assets. The Company does not expect to fully utilize all of its state net operating losses within the respective carryforward periods. As such, the Company has established a valuation allowance of $1.9 million. The Company also does not expect to fully utilize its foreign net operating losses within the respective carryforward periods. As such, the Company has established a full valuation allowance of $0.2 million. The timing and manner in which the Company will utilize the net operating loss carryforwards in any year, or in total, may be limited in the future as a result of alternative minimum taxes, changes in the Company’s ownership and any limitations imposed by the jurisdictions in which the Company operates.

 

As of December 31, 2012, the Company had approximately $1.8 million of deferred tax assets related to research and development tax credits that expire in various amounts from 2028 through 2031, $1.2 million of foreign tax credits which expire in various amounts from 2020 through 2022, and $1.3 million of deferred tax assets related to Alternative Minimum Tax credits which do not expire. The Company believes that the research and development credits will be fully utilized within the carryforward period. However, the Company does not expect to utilize all of its foreign tax credits within the respective carryforward periods. As such, the Company has established a valuation allowance of $0.1 million.

 

The Company has provided for U.S. income taxes on all undistributed earnings of its significant foreign subsidiaries since the Company does not indefinitely reinvest these undistributed earnings. The Company measures deferred tax assets and liabilities using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes the effect on deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date.

 

Uncertain Income Tax Positions

 

The Company is subject to income taxes in the U.S. and various state and foreign jurisdictions. Significant judgment is required in evaluating tax positions and determining the provision for income taxes. The Company establishes liabilities for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes may be due. These liabilities are established when the Company believes that certain positions might be challenged despite its belief that its tax return positions are fully supportable. The Company adjusts these liabilities in light of changing facts and circumstances, such as the outcome of a tax audit. The provision for income taxes includes the impact of changes to these liabilities.

 

The amount of uncertain tax positions if recognized at December 31, 2012 was $1.4 million, as compared to $1.5 million at December 31, 2011. It is reasonably possible that $0.5 million of the unrecognized tax benefit reflected at December 31, 2012 may reverse in the next 12 months as the Company reassesses its filing positions in various foreign jurisdictions. Any changes are not anticipated to have significant impact on the results of operations, financial position or cash flows of the Company. All of the Company’s uncertain tax positions, if recognized, would affect its income tax expense.

 

The Company has elected an accounting policy to classify interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2012 and 2011, potential interest and penalties on unrecognized tax benefits were not significant.

 

The Company is subject to tax audits in all jurisdictions for which it files tax returns. Tax audits by their very nature are often complex and can require several years to complete. Iridium Holdings, LLC is currently under audit by the Internal Revenue Service. The Company does not expect any significant audit adjustments. Currently, there are no other U.S. federal, state or foreign jurisdiction audits. The Company’s corporate U.S. federal and state tax returns from 2008 to 2011 remain subject to examination by tax authorities and the Company’s foreign tax returns from 2006 to 2011 remain subject to examination by tax authorities.

 

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits which includes related interest and penalties:

 

    2012     2011  
    (In thousands)  
Balance at January 1,   $ 1,450     $ 746  
Change attributable to tax positions taken in a prior period     38       234  
Change attributable to tax positions taken in the current period     7       485  
Decrease attributable to lapse of statute of limitations     (90 )     (15 )
Balance at December 31,   $ 1,405     $ 1,450  
XML 69 R15.htm IDEA: XBRL DOCUMENT v2.4.0.6
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2012
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Disclosure [Text Block]

9. Commitments and Contingencies

 

Thales

 

In June 2010, the Company executed the FSD with Thales for the design and manufacture of satellites for Iridium NEXT. The total price under the FSD is approximately $2.2 billion, and the Company expects payment obligations under the FSD to extend into the third quarter of 2017. As of December 31, 2012, the Company had made total payments of $682.9 million to Thales, which were capitalized as construction in process within property and equipment, net in the accompanying consolidated balance sheet. The Company’s obligations to Thales that are currently scheduled for the years ending December 31, 2013, 2014, 2015, 2016 and 2017, are in the amounts of $454.5 million, $362.8 million, $275.2 million, $186.1 million and $144.3 million, respectively.

 

SpaceX

 

In March 2010, the Company entered into an agreement with Space Exploration Technologies Corp. (“SpaceX”) to secure SpaceX as the primary launch services provider for Iridium NEXT (the “SpaceX Agreement”). As of December 31, 2012, the Company had made aggregate payments of $65.1 million to SpaceX, which were capitalized as construction in progress within property and equipment, net in the accompanying consolidated balance sheet.

 

In August 2012, the Company entered into an amendment to the SpaceX Agreement (the “SpaceX Amendment”). The SpaceX Amendment reduced the number of contracted launches and increased the number of satellites to be carried on each launch vehicle. The SpaceX Amendment also reduced the maximum price under the SpaceX Agreement from $492.0 million to $453.1 million. The Company's obligations to SpaceX under the SpaceX Amendment for the years ending December 31, 2013, 2014, 2015, 2016 and 2017 are $4.6 million, $83.5 million, $169.1 million, $109.0 million and $21.8 million, respectively.

 

Kosmotras

 

In June 2011, the Company entered into an agreement with International Space Company Kosmotras (“Kosmotras”) as a supplemental launch services provider for Iridium NEXT. The agreement provides for the purchase of up to six launches and six additional launch options. Each launch can carry two satellites. If the Company purchases all six launches, the Company will pay Kosmotras a total of approximately $184.3 million. The Company expects to exercise an option to purchase one launch under the agreement to launch the first two Iridium NEXT satellites. If the Company does not purchase any additional launches by March 31, 2013, the remaining options will expire. As of December 31, 2012, the Company had made aggregate payments of $11.2 million to Kosmotras, which were capitalized as construction in progress within property and equipment, net in the accompanying consolidated balance sheet. Based on the terms of the Kosmotras agreement, if the Company does not purchase any launches by March 31, 2013, the Kosmotras agreement will terminate and any amounts paid by the Company to Kosmotras in excess of $15.1 million will be refunded.

 

Supplier Purchase Commitments

 

The Company has a manufacturing agreement with two suppliers to manufacture subscriber equipment, one of which which contains minimum monthly purchase requirements. The Company’s purchases have exceeded the monthly minimum requirement since inception. Pursuant to the agreement, the Company may be required to purchase certain materials if the materials are not used in production within the periods specified in the agreement. The supplier will then repurchase such materials from the Company at the same price paid by the Company, as required for the production of the devices. As of December 31, 2012 and 2011, the Company had $1.4 million and $0.8 million, respectively, of such materials and the amounts were included in inventory on the accompanying consolidated balance sheets.

 

Unconditional purchase obligations are $199.0 million, which include the Company’s commitments with Boeing on the existing satellite system, an agreement with a supplier for the manufacturing of the Company’s devices and various commitments with other vendors. Unconditional purchase obligations are scheduled for the years ending December 31, 2013, 2014, 2015, 2016 and 2017 in the amounts of $68.0 million, $38.2 million, $36.8 million, $37.0 million and $19.0 million, respectively.

 

In-Orbit Insurance

 

Due to various contractual requirements, the Company is required to maintain a third-party in-orbit insurance policy with a de-orbiting endorsement to cover potential claims relating to operating or de-orbiting the satellite constellation. The policy covers the Company, Boeing as operator, Motorola Solutions (the original system architect and prior owner), contractors and subcontractors of the insured, the U.S. government and certain other sovereign nations.

 

The current policy has a renewable one-year term, which is scheduled to expire on December 8, 2013. The policy coverage is separated into Sections A, B, and C.

 

Section A coverage is currently in effect and covers product liability over Motorola’s position as manufacturer of the satellites. Liability limits for claims under Section A are $1.0 billion per occurrence and in the aggregate. There is no deductible for claims.

 

Section B coverage is currently in effect and covers risks in connection with in-orbit satellites. Liability limits for claims under Section B are $500 million per occurrence and in the aggregate for space vehicle liability and $500 million and $1.0 billion per occurrence and in the aggregate, respectively, with respect to de-orbiting. The balance of the unamortized premium payment for Sections A and B coverage as of December 31, 2012 is included in prepaid expenses and other current assets in the accompanying consolidated balance sheet. The deductible for claims under Section B is $250,000 per occurrence.

 

Section C coverage is effective once requested by the Company (the “Attachment Date”) and covers risks in connection with a decommissioning of the satellite system. Liability limits for claims under Section C are $500 million and $1.0 billion per occurrence and in the aggregate, respectively. The term of the coverage under Section C is 12 months from the Attachment Date. The premium for Section C coverage is $2.5 million and is payable on or before the Attachment Date. As of December 31, 2012, the Company had not requested Section C coverage since no decommissioning activities are currently anticipated. The deductible for claims under Section C is $250,000 per occurrence.

 

Operating Leases

 

The Company leases land, office space, and office and computer equipment under noncancelable operating lease agreements. Most of the leases contain renewal options of 1 to 10 years. The Company’s obligations under the current terms of these leases extend through 2020.

 

Additionally, several of the Company’s leases contain clauses for rent escalation including, but not limited to, a pro-rata share of increased operating and real estate tax expenses. Rent expense is recognized on a straight-line basis over the lease term. The Company leases facilities located in Chandler, Arizona; Tempe, Arizona; Bethesda, Maryland; McLean, Virginia; Canada and Norway. Future minimum lease payments, by year and in the aggregate, under noncancelable operating leases at December 31, 2012, are as follows:

 

    Operating  
Year ending December 31,   Leases  
    (In thousands)  
2013   $ 2,948  
2014     2,282  
2015     2,072  
2016     1,466  
2017     1,330  
Thereafter     3,354  
Total   $ 13,452  

 

Rent expense for the years ended December 31, 2012, 2011, and 2010 was $3.2 million, $3.0 million and $4.0 million, respectively.

 

Contingencies

 

From time to time, in the normal course of business, the Company is party to various pending claims and lawsuits. The Company is not aware of any such actions that it would expect to have a material adverse impact on its business, financial results or financial condition.
XML 70 R60.htm IDEA: XBRL DOCUMENT v2.4.0.6
Income Taxes (Details 1) (USD $)
In Thousands, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Current taxes:      
Federal provision (benefit) $ (47) $ 82 $ 716
State provision 96 816 89
Foreign provision 849 567 425
Total current tax provision 898 1,465 1,230
Deferred taxes:      
Federal provision 30,014 21,089 11,339
State provision (benefit) (610) 1,995 1,888
Foreign provision (benefit) 85 (3) 214
Total deferred tax provision 29,489 23,081 13,441
Total income tax provision $ 30,387 $ 24,546 $ 14,671
XML 71 R13.htm IDEA: XBRL DOCUMENT v2.4.0.6
Property and Equipment
 12 Months Ended
Dec. 31, 2012
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment Disclosure [Text Block]

7. Property and Equipment

 

Property and equipment consisted of the following at December 31:

 

    2012     2011  
    (In thousands)  
Satellite system   $ 337,677     $ 342,086  
Ground system     16,751       15,652  
Equipment     22,272       19,793  
Internally developed software and purchased software     56,750       29,955  
Building and leasehold improvements     28,070       27,832  
      461,520       435,318  
Less: accumulated depreciation     (240,186 )     (176,995 )
      221,334       258,323  
Land     8,037       8,268  
Construction in process:                
Iridium NEXT systems under construction     972,908       569,439  
Other construction in process     8,414       7,062  
Total property and equipment, net of accumulated depreciation   $ 1,210,693     $ 843,092  

  

Other construction in process consisted of the following at December 31:

 

    2012     2011  
    (In thousands)  
Internally developed software   $ 7,390     $ 5,429  
Equipment     843       1,633  
Ground system     181       -  
Total other construction in process   $ 8,414     $ 7,062  

  

Depreciation expense for the years ended December 31, 2012, 2011 and 2010 was $68.1 million, $84.6 million and $78.3 million, respectively.
XML 72 R14.htm IDEA: XBRL DOCUMENT v2.4.0.6
Intangible Assets
 12 Months Ended
Dec. 31, 2012
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Disclosure [Text Block]

8. Intangible Assets

 

The Company has identifiable intangible assets as follows:

 

    December 31, 2012  
    Useful   Gross     Accumulated     Net  
    Lives   Carrying Value     Amortization     Carrying Value  
    (In thousands)  
Indefinite life intangible assets:                    
Trade names   Indefinite   $ 21,195     $ -     $ 21,195  
Spectrum and licenses   Indefinite     14,030       -       14,030  
Total         35,225       -       35,225  
Definite life intangible assets:                            
Customer relationships - government   5 years     20,355       (13,230 )     7,125  
Customer relationships - commercial   5 years     33,052       (21,484 )     11,568  
Core developed technology   5 years     4,842       (3,147 )     1,695  
Intellectual property   16.5 years (1)     16,439       (2,258 )     14,181  
Software   5 years     2,025       (1,317 )     708  
Total         76,713       (41,436 )     35,277  
Total intangible assets       $ 111,938     $ (41,436 )   $ 70,502  

 

    December 31, 2011  
    Useful   Gross     Accumulated     Net  
    Lives   Carrying Value     Amortization     Carrying Value  
    (In thousands)  
Indefinite life intangible assets:                          
Trade names   Indefinite   $ 21,195     $ -     $ 21,195  
Spectrum and licenses   Indefinite     14,030       -       14,030  
Total         35,225       -       35,225  
Definite life intangible assets:                            
Customer relationships - government   5 years     20,355       (9,160 )     11,195  
Customer relationships - commercial   5 years     33,052       (14,873 )     18,179  
Core developed technology   5 years     4,842       (2,179 )     2,663  
Intellectual property   16.5 years (1)     16,439       (1,263 )     15,176  
Software   5 years     2,025       (911 )     1,114  
Total         76,713       (28,386 )     48,327  
Total intangible assets       $ 111,938     $ (28,386 )   $ 83,552  

  

(1) Intellectual property is allocated over the estimated useful life of the existing satellite systems and Iridium NEXT, which averages to 16.5 years.

 

The weighted average amortization period of intangible assets is 7.5 years. Amortization expense for the years ended December 31, 2012, 2011 and 2010, was $13.0 million, $13.0 million and $12.3 million, respectively.

 

Future amortization expense with respect to intangible assets existing at December 31, 2012, by year and in the aggregate, is as follows:

 

Year ending December 31,   Amount  
    (In thousands)  
2013   $ 13,049  
2014     10,036  
2015     995  
2016     995  
2017     995  
Thereafter     9,207  
Total estimated future amortization expense   $ 35,277  
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Stock-Based Compensation
 12 Months Ended
Dec. 31, 2012
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

10. Stock-Based Compensation

 

During 2009, the Company’s stockholders approved a stock incentive plan (the “2009 Stock Incentive Plan”) to provide stock-based awards, including nonqualified stock options, incentive stock options, restricted stock and other equity securities, as incentives and rewards for employees, consultants and non-employee directors. As of December 31, 2011, 8.0 million shares of common stock were authorized for issuance as awards under the 2009 Stock Incentive Plan. In May 2012, the Company’s stockholders approved a new stock incentive plan (the “2012 Stock Incentive Plan”). The 2012 Stock Incentive Plan is the successor to and continuation of the 2009 Stock Incentive Plan. Following the adoption of the 2012 Stock Incentive Plan, no additional stock awards may be granted under the 2009 Stock Incentive Plan. The aggregate number of shares of common stock initially authorized for issuance under the 2012 Stock Incentive Plan is 13,416,019 shares, which represents the sum of (A) 5,423,206 newly authorized shares, plus (B) the number of shares available for issuance under the 2009 Stock Incentive Plan prior to adoption of the 2012 Stock Incentive Plan, in an amount not to exceed 1,576,794 shares, plus (C) up to 6,416,019 shares subject to grants made for issuance under the 2009 Stock Incentive Plan that may become available for issuance under the 2012 Stock Incentive Plan from time to time as a result of expiration or termination of outstanding awards under the 2009 Stock Incentive Plan prior to exercise or vesting.

 

Stock Option Awards

 

The stock option awards granted to employees generally (i) have a term of ten years, (ii) vest over a four-year period with 25% vesting after the first year of service and ratably on a quarterly basis thereafter, (iii) are contingent upon employment on the vesting date, and (iv) have an exercise price equal to the fair value of the underlying shares at the date of grant. The stock option awards granted to non-employee directors generally (i) represent a portion of their annual compensation, (ii) have a term of ten years, (iii) vest over the calendar year with 25% vesting on the last day of each calendar quarter, (iv) are contingent upon continued service on the vesting date, and (v) have an exercise price equal to the fair value of the underlying shares at the date of grant. The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model. Expected volatility for options granted in 2012 and 2011 was based on the actual historical volatility of the Company’s stock price. The expected term of the award was calculated using the simplified method as the Company currently does not have sufficient experience of its own option exercise patterns. To the extent the Company’s actual forfeiture rate is different from its estimate of forfeitures, the stock-based compensation may differ in future periods. The Company does not anticipate paying dividends during the expected term of the grants; therefore, the dividend rate was assumed to be zero. The risk-free interest rate assumed is based upon U.S. Treasury Bond interest rates with similar terms at similar dates.

 

The stock options granted to consultants are generally subject to service vesting and vest quarterly over a two-year service period. The fair value of the consultant options is the then-current fair value attributable to the vesting portions of the awards, calculated using the Black-Scholes option pricing model.

 

Assumptions used in determining the fair value of the Company’s options were as follows:

 

    Year Ended December 31,  
    2012     2011     2010  
Expected volatility     42% - 45%       40% - 45%       69% - 82%  
Expected term (years)     5.50 - 6.25       5.50 - 6.25       5.50 - 6.25  
Expected dividends     0%     0%     0%
Risk free interest rate     0.78% - 1.17%       1.16% - 2.65%       1.78% - 2.90%  

 

During 2012, the Company granted approximately 0.9 million, 0.1 million and 0.1 million stock options to its employees, non-employee directors and consultants, respectively. The estimated aggregate grant-date fair values of the stock options granted to employees, non-employee directors and consultants during 2012 was $3.0 million, $0.3 million and $0.3 million, respectively.

 

A summary of the activity of the Company’s stock options as of December 31, 2012 is as follows:

 

                Weighted-        
          Weighted-     Average        
          Average     Remaining     Aggregate  
          Exercise Price     Contractual     Intrinsic  
    Shares     Per Share     Term (Years)     Value  
    (In thousands, except years and per share data)
Options outstanding at January 1, 2012     4,643     $ 8.45                  
Granted     1,080     $ 7.65                  
Cancelled or expired     (64 )   $ 8.70                  
Exercised     (5 )   $ 8.31                  
Forfeited     (223 )   $ 8.29                  
Options outstanding at December 31, 2012     5,431     $ 8.30       7.69     $ 37  
Options vested and exercisable at December 31, 2012     2,813     $ 8.48       7.08     $ 9  
Options exercisable and expected to vest at December 31, 2012     5,372     $ 8.30       7.68     $ 37  

 

The Company recognized $6.0 million, $5.6 million and $4.4 million of stock-based compensation expense related to these options in the years ended December 31, 2012, 2011 and 2010, respectively.

 

The weighted-average grant-date fair value of options granted during the years ended December 31, 2012, 2011 and 2010 were $3.31, $3.69, and $6.13 per share, respectively.

 

As of December 31, 2012, the total unrecognized cost related to non-vested options was approximately $9.0 million. This cost is expected to be recognized over a weighted average period of 2.3 years. The total fair value of the shares vested during the years ended December 31, 2012, 2011 and 2010 was approximately $6.7 million, $4.6 million and $3.8 million, respectively.

 

Restricted Stock Unit Awards

 

In 2012, the Company granted approximately 0.6 million service-based restricted stock units (“RSUs”) and 0.2 million performance-based RSUs to its employees. Employee service-based RSUs generally vest over a four-year service period, with 25% vesting on the first anniversary of the grant date and the remainder vesting ratably on a quarterly basis thereafter. Employee performance-based RSUs were awarded to the Company’s executives. Vesting of the performance-based RSUs is dependent upon the Company’s achievement of certain performance goals over a two-year measurement period. The number of performance-based RSUs that will ultimately vest may range from 0% to 150% of the original grant based on the level of achievement of the performance goals. Provided that the Company achieves the performance goals, 50% of the RSUs will vest after two years and the remaining 50% after the third 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. The estimated aggregate grant-date fair values of the service-based RSUs and performance-based RSUs granted to employees during 2012 were $4.3 million and $1.8 million, respectively.

 

The Company granted approximately 0.1 million service-based RSUs to its non-employee directors during 2012. The grant-date fair value of the RSUs is based on the closing stock price of the Company’s Common Stock on the date of grant. The RSUs vest over the calendar year with 25% vesting on the last day of each calendar quarter. The estimated aggregate grant-date fair value of the RSUs granted to non-employee directors during 2012 was $0.8 million.

 

A summary of the Company’s activity for the year ended December 31, 2012 for outstanding RSUs is as follows:

 

          Weighted-  
          Average  
          Grant Date  
          Fair Value  
    RSUs     Per RSU  
    (In thousands)  
Outstanding at January 1, 2012     196     $ 8.02  
Granted     910     $ 7.52  
Forfeited     (70 )   $ 7.53  
Released     (29 )   $ 7.86  
Outstanding at December 31, 2012     1,007     $ 7.60  
Vested at December 31, 2012     267          

 

A summary of the Company’s activity for the year ended December 31, 2012 for unvested RSUs is as follows:

 

          Weighted-  
          Average  
          Grant Date  
          Fair Value  
    RSUs     Per RSU  
  (In thousands)  
Non-vested at January 1, 2012     -     $ -  
Granted     910     $ 7.52  
Vested     (100 )   $ 7.19  
Forfeited     (70 )   $ 7.53  
Non-vested at December 31, 2012     740     $ 7.56  

 

The Company recognized $2.1 million and $0.7 million of stock-based compensation expense related to these RSUs in the years ended December 31, 2012 and 2011, respectively.
XML 74 R64.htm IDEA: XBRL DOCUMENT v2.4.0.6
Income Taxes (Details Textual) (USD $)
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Deferred Tax Assets, Operating Loss Carryforwards $ 122,948,000 $ 94,225,000  
Deferred Tax Assets, in Process Research and Development 1,800,000    
Deferred Tax Assets, Tax Credit Carryforwards, Alternative Minimum Tax 1,300,000    
Deferred Tax Assets, Tax Credit Carryforwards, Foreign 1,200,000    
Foreign Tax Credit Carry Forward Valuation Allowance 100,000    
Liability for Uncertain Tax Positions, Noncurrent 1,400,000 1,500,000  
Unrecognized Tax Benefits 1,405,000 1,450,000 746,000
Income Tax Reconciliation Arizona Tax Law Change (9,524,000) (3,126,000) 0
Maximum [Member]
      
Operating Loss Carryforwards, Expiration Dates 2032    
Tax Credit Expiration Date 2031    
Foreign Tax Credit Carryforward Expiration Dates 2022    
Minimum [Member]
      
Operating Loss Carryforwards, Expiration Dates 2015    
Tax Credit Expiration Date 2028    
Foreign Tax Credit Carryforward Expiration Dates 2020    
Domestic Tax Authority [Member]
      
Operating Loss Carryforwards 310,100,000    
State and Local Jurisdiction [Member]
      
Operating Loss Carryforwards 252,300,000    
Operating Loss Carryforwards, Valuation Allowance 1,900,000    
Foreign Tax Authority [Member]
      
Operating Loss Carryforwards 700,000    
Operating Loss Carryforwards, Valuation Allowance $ 200,000    
XML 75 R66.htm IDEA: XBRL DOCUMENT v2.4.0.6
Net Income Per Share (Details Textual)
In Millions, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Restricted Stock Units (Rsus) [Member]
      
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 0.5    
Restricted Stock Units (Rsus) [Member] | Employees and Non Employee Directors [Member]
      
Restricted Stock Units Issued Subsequent To Reporting Date 0.1    
Warrant [Member]
      
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 0.3 5.8 14.4
Stock Options [Member]
      
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 4.3 4.6 3.0
Stock Options [Member] | Employees and Non Employee Directors [Member]
      
Stock Options Issued Subsequent To Reporting Date 0.3    
XML 76 R63.htm IDEA: XBRL DOCUMENT v2.4.0.6
Income Taxes (Details 4) (USD $)
In Thousands, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Balance at January 1, $ 1,450 $ 746
Change attributable to tax positions taken in a prior period 38 234
Change attributable to tax positions taken in the current period 7 485
Decrease attributable to lapse of statute of limitations (90) (15)
Balance at December 31, $ 1,405 $ 1,450
XML 77 R34.htm IDEA: XBRL DOCUMENT v2.4.0.6
Significant Accounting Policies and Basis of Presentation (Details 1) (USD $)
In Thousands, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Total stock-based compensation $ 8,150 $ 6,341
Property and Equipment [Member]
    
Total stock-based compensation 760 446
Inventory [Member]
    
Total stock-based compensation 60 9
Cost Of Subscriber Equipment [Member]
    
Total stock-based compensation 157 130
Cost Of Services [Member]
    
Total stock-based compensation 608 458
Research and Development [Member]
    
Total stock-based compensation 209 220
Selling General and Administrative [Member]
    
Total stock-based compensation $ 6,356 $ 5,078
XML 78 R51.htm IDEA: XBRL DOCUMENT v2.4.0.6
Stock-Based Compensation (Details 1) (USD $)
In Thousands, except Per Share data, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Options outstanding at January 1, 2012 - Shares 4,643
Granted - Shares 1,080
Cancelled or expired - Shares (64)
Exercised - Shares (5)
Forfeited - Shares (223)
Options outstanding at December 31, 2012 - Shares 5,431
Options vested and exercisable at December 31, 2012 - Shares 2,813
Options exercisable and expected to vest at December 31, 2012 - Shares 5,372
Options outstanding at January 1, 2012 - Weighted Average Exercise Price Per Share $ 8.45
Options Granted - Weighted Average Exercise Price Per Share $ 7.65
Options Cancelled or expired - Weighted Average Exercise Price Per Share $ 8.70
Options Exercised - Weighted Average Exercise Price Per Share $ 8.31
Options Forfeited - Weighted Average Exercise Price Per Share $ 8.29
Options outstanding at December 31, 2012 - Weighted Average Exercise Price Per Share $ 8.30
Options vested and exercisable at December 31, 2012 - Weighted Average Exercise Price Per Share $ 8.48
Options exercisable and expected to vest at December 31, 2012 - Weighted Average Exercise Price Per Share $ 8.30
Options outstanding at December 31, 2012 - Weighted Average Remaining Contractual Term (Years) 7 years 8 months 8 days
Options vested and exercisable at December 31, 2012 - Weighted Average Remaining Contractual Term (Years) 7 years 1 month
Options exercisable and expected to vest at December 31, 2012 - Weighted Average Remaining Contractual Term (Years) 7 years 8 months 5 days
Options outstanding at December 31, 2012 - Aggregate Intrinsic Value $ 37
Options vested and exercisable at December 31, 2012 - Aggregate Intrinsic Value 9
Options exercisable and expected to vest at December 31, 2012 - Aggregate Intrinsic Value $ 37
XML 79 R21.htm IDEA: XBRL DOCUMENT v2.4.0.6
Selected Quarterly Information (Unaudited)
 12 Months Ended
Dec. 31, 2012
Selected Quarterly Financial Information [Abstract]  
Quarterly Financial Information [Text Block]

15. Selected Quarterly Information (Unaudited)

 

The following represents the Company’s unaudited quarterly results for the years ended December 31, 2012 and 2011:

 

    Quarter Ended  
    March 31,     June 30,     September 30,     December 31,  
    2012     2012     2012     2012  
    (In thousands, except per share data)  
Revenue   $ 93,474     $ 97,321     $ 100,441     $ 92,284  
Operating income   $ 14,088     $ 28,274     $ 31,688     $ 31,024  
Net income   $ 12,418     $ 17,663     $ 17,839     $ 16,711  
Net income per common share - basic   $ 0.17     $ 0.24     $ 0.24     $ 0.20  
Net income per common share -diluted   $ 0.16     $ 0.23     $ 0.23     $ 0.19  

 

    Quarter Ended  
    March 31,     June 30,     September 30,     December 31,  
    2011     2011     2011     2011  
    (In thousands, except per share data)  
Revenue   $ 91,303     $ 95,903     $ 102,124     $ 94,977  
Operating income   $ 16,301     $ 20,743     $ 24,198     $ 15,759  
Net income   $ 8,928     $ 11,677     $ 12,013     $ 8,417  
Net income per common share - basic   $ 0.13     $ 0.16     $ 0.16     $ 0.11  
Net income per common share -diluted   $ 0.12     $ 0.16     $ 0.16     $ 0.11  

 

The sum of the per share amounts does not equal the annual amounts due to changes in the weighted average number of common shares outstanding during the year.
XML 80 R26.htm IDEA: XBRL DOCUMENT v2.4.0.6
Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2012
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets and Goodwill [Table Text Block]

The Company has identifiable intangible assets as follows:

 

    December 31, 2012  
    Useful   Gross     Accumulated     Net  
    Lives   Carrying Value     Amortization     Carrying Value  
    (In thousands)  
Indefinite life intangible assets:                    
Trade names   Indefinite   $ 21,195     $ -     $ 21,195  
Spectrum and licenses   Indefinite     14,030       -       14,030  
Total         35,225       -       35,225  
Definite life intangible assets:                            
Customer relationships - government   5 years     20,355       (13,230 )     7,125  
Customer relationships - commercial   5 years     33,052       (21,484 )     11,568  
Core developed technology   5 years     4,842       (3,147 )     1,695  
Intellectual property   16.5 years (1)     16,439       (2,258 )     14,181  
Software   5 years     2,025       (1,317 )     708  
Total         76,713       (41,436 )     35,277  
Total intangible assets       $ 111,938     $ (41,436 )   $ 70,502  

 

    December 31, 2011  
    Useful   Gross     Accumulated     Net  
    Lives   Carrying Value     Amortization     Carrying Value  
    (In thousands)  
Indefinite life intangible assets:                          
Trade names   Indefinite   $ 21,195     $ -     $ 21,195  
Spectrum and licenses   Indefinite     14,030       -       14,030  
Total         35,225       -       35,225  
Definite life intangible assets:                            
Customer relationships - government   5 years     20,355       (9,160 )     11,195  
Customer relationships - commercial   5 years     33,052       (14,873 )     18,179  
Core developed technology   5 years     4,842       (2,179 )     2,663  
Intellectual property   16.5 years (1)     16,439       (1,263 )     15,176  
Software   5 years     2,025       (911 )     1,114  
Total         76,713       (28,386 )     48,327  
Total intangible assets       $ 111,938     $ (28,386 )   $ 83,552  

  

(1) Intellectual property is allocated over the estimated useful life of the existing satellite systems and Iridium NEXT, which averages to 16.5 years.
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Future amortization expense with respect to intangible assets existing at December 31, 2012, by year and in the aggregate, is as follows:

 

Year ending December 31,   Amount  
    (In thousands)  
2013   $ 13,049  
2014     10,036  
2015     995  
2016     995  
2017     995  
Thereafter     9,207  
Total estimated future amortization expense   $ 35,277  
XML 81 R49.htm IDEA: XBRL DOCUMENT v2.4.0.6
Commitments and Contingencies (Details Textual) (USD $)
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Insurance Policy Expiration Date Dec. 08, 2013    
Operating Leases, Rent Expense $ 3,200,000 $ 3,000,000 $ 4,000,000
Minimum [Member]
      
Operating Lease Agreements Renewal Term 1 year    
Maximum [Member]
      
Operating Lease Agreements Renewal Term 10 years    
Section One [Member]
      
Insurance Policy Liability Limit Per Occurence 1,000,000,000    
Insurance Policy Liability Limit Aggregate 1,000,000,000    
Deductible For Claims 0    
Section Two [Member]
      
Deductible For Claims 250,000    
Section Two [Member] | Space Vehicle Liability [Member]
      
Insurance Policy Liability Limit Per Occurence 500,000,000    
Insurance Policy Liability Limit Aggregate 500,000,000    
Section Two [Member] | De Orbiting Claims [Member]
      
Insurance Policy Liability Limit Per Occurence 500,000,000    
Insurance Policy Liability Limit Aggregate 1,000,000,000    
Section Three [Member]
      
Insurance Policy Liability Limit Per Occurence 500,000,000    
Insurance Policy Liability Limit Aggregate 1,000,000,000    
Deductible For Claims 250,000    
Insurance Policy Premium 2,500,000    
FSD [Member]
      
Commitments Price For Design and Build Of Satellites 2,200,000,000    
Thales Alenia Space France [Member]
      
Construction in Progress, Gross 682,900,000    
Contractual Obligation, Due in Next Three Months 454,500,000    
Contractual Obligation, Due in Second Year 362,800,000    
Contractual Obligation, Due in Third Year 275,200,000    
Contractual Obligation, Due in Fourth Year 186,100,000    
Contractual Obligation, Due in Fifth Year 144,300,000    
Space Exploration Technologies Corp [Member]
      
Construction in Progress, Gross 65,100,000    
Maximum Comitments Amount 492,000,000    
Minimum Commitments Amount 453,100,000    
Contractual Obligation, Due in Next Three Months 4,600,000    
Contractual Obligation, Due in Second Year 83,500,000    
Contractual Obligation, Due in Third Year 169,100,000    
Contractual Obligation, Due in Fourth Year 109,000,000    
Contractual Obligation, Due in Fifth Year 21,800,000    
Kosmotras [Member]
      
Construction in Progress, Gross 11,200,000    
Purchase Obligation 184,300,000    
Excess Amount Refunded To Company 15,100,000    
Supplier Purchase Commitments [Member]
      
Purchase Obligation 199,000,000    
Other Inventory, Materials, Supplies and Merchandise under Consignment, Gross 1,400,000 800,000  
Purchase Obligation, Due in Next Twelve Months 68,000,000    
Purchase Obligation, Due in Second Year 38,200,000    
Purchase Obligation, Due in Third Year 36,800,000    
Purchase Obligation, Due in Fourth Year 37,000,000    
Purchase Obligation, Due in Fifth Year $ 19,000,000    
XML 82 R41.htm IDEA: XBRL DOCUMENT v2.4.0.6
Boeing Operations and Maintenance Agreements (Details Textual) (USD $)
In Millions, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Satellite Operations and Maintenance Costs $ 31.9 $ 34.3 $ 41.4
Letter Of Credit Expiration     Jul. 31, 2010
Boeing [Member]
      
Issue Of Letter Of Credit $ 15.4    
De Orbit Plan [Member] | Boeing [Member]
      
Defined Benefit Plan Cost Description approximately $17.2 million plus an amount equivalent to the premium of the de-orbit insurance coverage to be paid to Boeing    
XML 83 R5.htm IDEA: XBRL DOCUMENT v2.4.0.6
Consolidated Statements of Changes in Stockholders' Equity (USD $)
In Thousands
Series A Convertible Preferred Stock [Member]
Common Stock [Member]
Additional Paid-In Capital [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Retained Earnings [Member]
Total
Balance at Dec. 31, 2009 $ 0 $ 70 $ 670,116 $ 22 $ (40,587) $ 629,621
Balance (in shares) at Dec. 31, 2009 0 70,248        
Stock-based compensation 0 0 5,242 0 0 5,242
Stock issued upon exercise of stock warrants 0 0 23 0 0 23
Stock issued upon exercise of stock warrants (in shares) 0 3        
Stock issued upon exercise of stock options 0 0 21 0 0 21
Stock issued upon exercise of stock options (in shares) 0 3        
Net income 0 0 0 0 19,941 19,941
Cumulative translation adjustments 0 0 0 68 0 68
Balance at Dec. 31, 2010 0 70 675,402 90 (20,646) 654,916
Balance (in shares) at Dec. 31, 2010 0 70,254        
Stock-based compensation 0 0 6,341 0 0 6,341
Stock issued upon exchange of warrants 0 3 (2) 0 0 1
Stock issued upon exchange of warrants (in shares) 0 2,946        
Stock issued upon exercise of stock options 0 0 40 0 0 40
Stock issued upon exercise of stock options (in shares) 0 5        
Net income 0 0 0 0 41,035 41,035
Cumulative translation adjustments 0 0 0 (315) 0 (315)
Balance at Dec. 31, 2011 0 73 681,781 (225) 20,389 702,018
Balance (in shares) at Dec. 31, 2011 0 73,205        
Stock-based compensation 0 0 8,150 0 0 8,150
Issuance of Series A Convertible Preferred Stock 0 0 96,499 0 0 96,499
Issuance of Series A Convertible Preferred Stock (in shares) 1,000 0        
Stock issued upon exercise of stock warrants 0 1 9,113 0 0 9,114
Stock issued upon exercise of stock warrants (in shares) 0 1,302        
Stock issued upon exchange of warrants and related transaction costs 0 2 (2,075) 0 0 (2,073)
Stock issued upon exchange of warrants and related transaction costs (in shares) 0 1,949        
Stock issued upon exercise of stock options 0 0 43 0 0 43
Stock issued upon exercise of stock options (in shares) 0 5       (5)
Net income 0 0 0 0 64,631 64,631
Dividends on Series A Preferred Stock 0 0 0 0 (1,692) (1,692)
Cumulative translation adjustments 0 0 0 (132) 0 (132)
Balance at Dec. 31, 2012 $ 0 $ 76 $ 793,511 $ (357) $ 83,328 $ 876,558
Balance (in shares) at Dec. 31, 2012 1,000 76,461        
XML 84 R10.htm IDEA: XBRL DOCUMENT v2.4.0.6
Debt
 12 Months Ended
Dec. 31, 2012
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]

4. Debt

 

Credit Facility

 

On October 4, 2010, the Company entered into a $1.8 billion loan facility (the “Credit Facility”) with a syndicate of bank lenders (the “Lenders”). Ninety-five percent of the Company’s obligations under the Credit Facility are insured by Compagnie Française d’Assurance pour le Commerce Extérieur (“COFACE”), the French export credit agency. The Credit Facility is comprised of two tranches, with draws and repayments applied pro rata in respect of each tranche:

 

· Tranche A – $1,537,500,000 at a fixed rate of 4.96%; and
· Tranche B – $262,500,000 at a floating rate equal to the London Interbank Offer Rate (“LIBOR”) plus 1.95%.

 

Interest is payable on a semi-annual basis in April and October of each year. Prior to the repayment period described below, a portion of interest will be paid via a deemed loan and added to the related tranche principal, and the remainder is payable in cash. The amount of interest paid via a deemed loan for each tranche is as follows:

 

· Tranche A – fixed rate of 3.56%; and
· Tranche B – LIBOR plus 0.55%.

 

For the years ended December 31, 2012 and 2011, the Company incurred total interest expense of $25.5 million and $11.9 million, respectively, of which $17.8 million and $8.3 million, respectively, is payable via a deemed loan and the remainder is payable in cash on the scheduled semi-annual payment dates.

 

In connection with each draw it makes under the Credit Facility, the Company also borrows an amount equal to 6.49% of such draw to cover the premium for the COFACE policy. The Company also pays a commitment fee of 0.80% per year, in semi-annual installments, on any undrawn portion of the Credit Facility. In addition, pursuant to separate fee letters entered into at the same time as the Credit Facility, the Company paid arrangement fees to the syndicate banks totaling $46.6 million on October 29, 2010.

 

Funds drawn under the Credit Facility will be used for (i) 85% of the costs under a fixed price full scale development contract with Thales Alenia Space France (“Thales”) for the design and manufacture of satellites for Iridium NEXT (the “FSD”), (ii) the premium for the COFACE policy, and (iii) the payment of a portion of interest during a part of the construction and launch phase of Iridium NEXT.

 

Scheduled semi-annual principal repayments will begin six months after the earlier of (i) the successful deployment of a specified number of Iridium NEXT satellites or (ii) September 30, 2017. During this repayment period, interest will be paid on the same date as the principal repayments. Interest expense incurred during the year ended December 31, 2012 was $25.5 million. All interest costs incurred related to the Credit Facility have been capitalized during the construction period of the assets; accordingly the Company capitalized $25.5 million related to interest incurred throughout the year. The Company pays interest on each semi-annual due date through a combination of a cash payment and a deemed additional loan. The $25.5 million in interest incurred during the year ended December 31, 2012 consisted of $7.7 million payable in cash, of which $6.1 million was paid during the year and $1.6 million was accrued at year end, and $17.8 million payable by deemed loans, of which $14.1 million was paid during the year and $3.7 million was accrued at year end. Total interest payable associated with the Credit Facility was $5.4 million and $2.9 million and is included in interest payable in the consolidated balance sheets as of December 31, 2012 and 2011, respectively.

 

The Credit Facility will mature seven years after the start of the repayment period. In addition, the Company is required to maintain minimum debt service reserve levels, which are estimated as follows:

 

At December 31,   Amount  
    (in millions)  
2013   $ 81  
2014     108  
2015     135  
2016     162  
2017     189  

 

These levels may be higher once the Company begins repayment under the Credit Facility. The minimum debt service reserve level at December 31, 2012 was $54.0 million, which is included in restricted cash on the consolidated balance sheet. Obligations under the Credit Facility are secured on a senior basis by a lien on substantially all of the Company’s assets.

 

The Company may not prepay any borrowings prior to December 31, 2015. If, on that date, a specified number of Iridium NEXT satellites have been successfully launched and the Company has adequate time and resources to complete the Iridium NEXT constellation on schedule, the Company may prepay the borrowings without penalty. In addition, following the completion of the Iridium NEXT constellation, the Company may prepay the borrowings without penalty. Any amounts repaid may not be reborrowed. The Company must repay the loans in full upon (i) a delisting of the Common Stock, (ii) a change in control of the Company or the Company ceasing to own 100% of specified subsidiaries or (iii) the sale of all or substantially all of the Company’s assets. The Company must apply all or a portion of specified capital raising proceeds, insurance proceeds and condemnation proceeds to the prepayment of the loans. The Credit Facility includes customary representations, events of default, covenants and conditions precedent to drawing of funds. The financial covenants include:

 

· a minimum cash requirement;
· a minimum debt-to-equity ratio level;
· maximum capital expenditure levels;
· minimum consolidated operational earnings before interest, taxes, depreciation and amortization levels;
· minimum cash flow requirements from customers who have hosted payloads on the Company’s satellites;
· minimum debt service reserve levels;
· a minimum debt service coverage ratio level; and
· maximum leverage levels.

 

The covenants also place limitations on the ability of the Company and its subsidiaries to carry out mergers and acquisitions, dispose of assets, grant security interests, declare, make or pay dividends, enter into certain transactions with affiliates, fund payments under the FSD from its own resources, incur debt, or make loans, guarantees or indemnities.

 

In August 2012, the Company entered into a supplemental agreement (the “Supplemental Agreement”), with the lenders under the Credit Facility. The Supplemental Agreement amended and restated the Credit Facility. The Supplemental Agreement authorizes the Company to fund and operate Aireon LLC (“Aireon”) for the purpose of establishing a space-based automatic dependent surveillance-broadcast (“ADS-B”) business for global aviation monitoring. Specifically, the Supplemental Agreement excludes Aireon from the group of companies (the Company and its material subsidiaries) that are obligors under the Credit Facility and from the Company’s consolidated financial results for purposes of calculating compliance with the financial covenants. The Supplemental Agreement allows the Company to make a $12.5 million investment in Aireon of which $7.5 million has been contributed as of December 31, 2012; the Company expects to fund the remaining $5.0 million in 2013. Additionally, the Supplemental Agreement allows the Company to make the injection of up to $10 million worth of airtime credits into Aireon, if needed, as provided for in the agreement between Aireon and Harris Corporation for the manufacture of the Aireon payload, and an additional investment of up to $15 million raised from issuances of the Company’s common equity. The Supplemental Agreement requires the Company to use any net distributions received from Aireon to repay the debt under the Credit Facility and to issue the lenders a security interest in the Company’s ownership interest in Aireon.

 

The Supplemental Agreement also includes revised financial covenant levels to reflect changes in timing of expected receipts of cash flows from secondary payloads and other changing business conditions and revised launch and backup launch requirements consistent with the amendment to the launch services agreement. The amendment to the Credit Facility does not modify the principal amount, interest rates, repayment dates, or maturity of the Credit Facility. The Supplemental Agreement required the Company to raise $100 million through a combination of the issuance of convertible preferred or common equity and warrant exercises by April 30, 2013. The Company satisfied this requirement primarily through the sale of its Series A Preferred Stock. The Company also received $9.1 million from the exercise of warrants during 2012.

 

As of December 31, 2012, the Company had borrowed $751.8 million under the Credit Facility. The unused portion of the Credit Facility as of December 31, 2012 was approximately $1.0 billion. The Company recognized the semi-annual commitment fee on the undrawn portion of the Credit Facility of $10.2 million and $12.5 million for the years ended December 31, 2012 and 2011, respectively.
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Employee Benefit Plan (Details Textual) (USD $)
In Millions, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Defined Contribution Plan Employee Matching Contribution Annual Vesting Percentage 100.00%    
Maximum Deferral Contribution Percentage 5.00%    
Defined Contribution Plan, Employer Discretionary Contribution Amount $ 1.2 $ 1.1 $ 1.0
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Commitments and Contingencies (Tables)
 12 Months Ended
Dec. 31, 2012
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]
Future minimum lease payments, by year and in the aggregate, under noncancelable operating leases at December 31, 2012, are as follows:

 

    Operating  
Year ending December 31,   Leases  
    (In thousands)  
2013   $ 2,948  
2014     2,282  
2015     2,072  
2016     1,466  
2017     1,330  
Thereafter     3,354  
Total   $ 13,452  
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Debt (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2012
2013 $ 81
2014 108
2015 135
2016 162
2017 $ 189
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Net Income Per Share
 12 Months Ended
Dec. 31, 2012
Earnings Per Share [Abstract]  
Earnings Per Share [Text Block]

14. Net Income Per Share

 

The computations of basic and diluted net income per share are set forth below:

 

    Year Ended December 31,  
    2012     2011     2010  
    (In thousands, except per share data)  
Numerator:                        
Net income attributable to common stockholders   $ 62,939     $ 41,035     $ 19,941  
Net income allocated to participating securities     (54 )     (29 )     (20 )
Numerator for basic net income per share     62,885       41,006       19,921  
Dividends on Series A Preferred Stock     1,692       -       -  
Numerator for diluted net income per share   $ 64,577     $ 41,006     $ 19,921  
                         
Denominator:                        
Denominator for basic net income per share - Weighted                        
average outstanding common shares     74,239       72,164       70,289  
Dilutive effect of warrants     1,272       1,395       2,667  
Dilutive effect of stock options     6       -       -  
Dilutive effect of Series A Preferred Stock     2,665       -       -  
Denominator for diluted net income per share     78,182       73,559       72,956  
                         
Net income per share - basic   $ 0.85     $ 0.57     $ 0.28  
Net income per share - diluted   $ 0.83     $ 0.56     $ 0.27  

 

At December 31, 2012, warrants to purchase 0.3 million shares of common stock, options to purchase 4.3 million shares of common stock and 0.5 million unvested RSUs were not included in the computation of diluted net income per share as the effect would be anti-dilutive. After December 31, 2012, the Company granted approximately 0.3 million stock options and 0.1 million RSUs to employees and non-employee directors. These grants could have dilutive effects on net income per share in future periods.

 

At December 31, 2011, warrants to purchase 5.8 million shares of common stock and options to purchase 4.6 million shares of common stock were not included in the computation of diluted net income per share as the effect would be anti-dilutive.

 

At December 31, 2010, warrants to purchase 14.4 million shares of common stock and options to purchase 3.0 million shares of common stock were not included in the computation of diluted net income per share as the effect would be anti-dilutive.

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