Commitments and Contingencies | Commitments and Contingencies Commitments Thales In June 2010, the Company executed a primarily fixed-price full scale development contract ("FSD") with Thales Alenia Space France ("Thales") for the design and build of satellites for Iridium ® NEXT. The total price under the FSD is $2.3 billion , and the Company expects payment obligations under the FSD to continue through 2018. As of March 31, 2018, the Company had made aggregate payments of $2.1 billion to Thales, of which $1.5 billion were financed from borrowings under the Credit Facility, and were capitalized as construction in progress within property and equipment, net in the accompanying condensed consolidated balance sheet. On March 9, 2018, the Company and Thales entered into Amendment 32 to the FSD, pursuant to which the Company and Thales unwound the changes made in Amendment 29, which allowed for the deferral of certain milestone payments totaling $100.0 million . Amendment 32 became effective on March 21, 2018 upon the receipt of proceeds from a senior unsecured notes offering as further discussed below. The Company utilized a portion of the proceeds from the senior unsecured notes to prepay in full the $59.9 million of amounts due under outstanding bills of exchange and will not utilize any new bills of exchange to defer future milestones under the FSD. In connection with the prepayment of the Thales bills of exchange, for the three months ended March 31, 2018, the Company recorded a $4.0 million loss on extinguishment of debt, included within interest expense, representing premiums paid and the write-off of unamortized debt issuance costs. The Company had no loss on extinguishment of debt recorded for the three months ended March 31, 2017. The Company’s obligations to Thales that are currently scheduled to be paid during the 12 months ending March 31, 2019 are $204.4 million . The timing of the Company’s obligations to Thales is based on current expectations regarding Thales’s manufacturing schedule and the targeted Space Exploration Technologies Corp. (“SpaceX”) launch schedule to complete the Iridium NEXT constellation in 2018. SpaceX In March 2010, the Company entered into an agreement with SpaceX to secure SpaceX as the primary launch services provider for Iridium NEXT (as amended to date, the “SpaceX Agreement”). The total price under the SpaceX Agreement for seven launches and a reflight option in the event of a launch failure is $453.1 million . The SpaceX Falcon 9 rocket is configured to carry ten Iridium NEXT satellites to orbit for each of these seven launches. In November 2016, the Company entered into an agreement for an eighth launch with SpaceX to launch five additional satellites and share the launch services with GFZ German Research Centre for Geosciences (“GFZ”). The total price under the SpaceX Agreement for the eighth launch is $61.9 million . GFZ will pay Iridium $29.8 million to share the launch services to launch NASA’s two Gravity Recovery and Climate Experiment Follow-On satellites. As of March 31, 2018 , the Company had made aggregate payments of $467.5 million to SpaceX, which were capitalized as construction in progress within property and equipment, net in the accompanying condensed consolidated balance sheet. Additionally, the Company had received $28.6 million from GFZ as of March 31, 2018 . The Company’s obligations to SpaceX that are currently scheduled to be paid during the 12 months ending March 31, 2019 are $47.5 million . The timing of the Company’s obligations to SpaceX is based on the targeted SpaceX launch schedule to complete the Iridium NEXT constellation in 2018. Iridium NEXT Launch and In-Orbit Insurance The Company is required, pursuant to its Credit Facility as further discussed below, to obtain insurance covering the launch and first 12 months of operation of the Iridium NEXT satellites. The launch and in-orbit insurance the Company has obtained contains elements, consistent with the terms of the Credit Facility, of self-insurance and deductibles, providing reimbursement only after a specified number of satellite failures. As a result, a failure of one or more of the Iridium NEXT satellites, or the occurrence of equipment failures and other related problems, could constitute an uninsured loss or require the payment of additional premiums and could harm the Company’s financial condition. Furthermore, launch and in-orbit insurance does not cover lost revenue. The total premium for the Company’s current launch and in-orbit insurance is $121.0 million ; as of March 31, 2018 , the Company had made aggregate premium payments of $91.6 million . The Company’s insurance premium obligations to be paid during the 12 months ending March 31, 2019 are $29.4 million . The timing of the majority of the Company's obligations to the insurers is based on the targeted SpaceX launch schedule to complete the Iridium NEXT constellation in 2018. Credit Facility In October 2010, the Company entered into its $1.8 billion credit facility with a syndicate of bank lenders, which was amended and restated on March 9, 2018 (as amended to date, the “Credit Facility”). As of March 31, 2018 , the Company reported an aggregate total of $1,800.0 million in borrowings, including $100.5 million of deferred financing costs, for a net balance of $1,699.5 million in borrowings from the Credit Facility in the accompanying condensed consolidated balance sheet. Ninety-five percent of the Company's obligations under the Credit Facility are insured by Bpifrance Assurance Export S.A.S. ("BPIAE"). As amended during the three months ended March 31, 2018, future principal repayments with respect to the Credit Facility balance existing at March 31, 2018 by year and in the aggregate, are as follows: Year ending December 31, Amount (In thousands) 2018 $ 72,000 2019 126,000 2020 216,000 2021 306,000 2022 306,000 Thereafter 774,000 Total credit facility commitments $ 1,800,000 Deferred financing costs 100,451 Short-term credit facility 72,000 Long-term credit facility, net $ 1,627,549 Under the terms of the Credit Facility, the Company is required to maintain a minimum cash reserve for debt service ("DSRA") of $189.0 million as of March 31, 2018, which is classified as restricted cash on the accompanying condensed consolidated balance sheet. The Credit Facility is scheduled to mature in September 2024, subject to acceleration as described below. On March 9, 2018, the Company and its lenders amended and restated the Credit Facility by supplemental agreement, which was effective on March 21, 2018 upon the receipt of proceeds from a senior unsecured notes offering, as further discussed below. As amended and restated, the Credit Facility allowed the Company to issue the Notes and (i) delayed a portion of the principal repayments scheduled under the Credit Facility for 2018, 2019 and 2020 into 2023 and 2024 pursuant to an amended repayment installment schedule, (ii) after funding of the DSRA back to $189.0 million , allows the Company access to up to $87.0 million from the DSRA in the future if its projected cash level falls below $75.0 million , and (iii) adjusted the Company’s financial covenants, including eliminating covenants that required the Company to receive cash flows from hosted payloads and adding a covenant that requires the Company to receive $200.0 million in hosting fees from Aireon LLC, the Company's primary hosted payload customer, by December 2023. In the event that (a) the Company's cash balance exceeds $140.0 million after September 30, 2019 (subject to specified exceptions) or (b) the Company receives hosting fees from Aireon, the Company would be required pursuant to the Credit Facility to use 50% of such excess cash and up to $200.0 million of hosting fees to prepay the Credit Facility. In addition, if any of the Company's senior unsecured notes remain outstanding on October 15, 2022, which is six months prior to the scheduled maturity thereof, the maturity of all amounts remaining outstanding under the Credit Facility would be accelerated from September 30, 2024 to October 15, 2022. Fees incurred related to the amended and restated Credit Facility were $10.4 million, which were added to deferred financing costs and will be amortized over the remaining term. Interest costs incurred under the Credit Facility were $21.4 million and $21.2 million for the three months ended March 31, 2018 and 2017, respectively. Scheduled semi-annual principal repayments began on April 3, 2018. During the repayment period, interest will be paid on the same date as the principal repayments. Substantially all interest costs incurred related to the Credit Facility have been capitalized during the construction period of the Iridium NEXT assets. Notes On March 21, 2018, the Company issued $360.0 million in senior unsecured notes (the "Notes") that bear interest at 10.25% per annum and mature on April 15, 2023. Interest is payable semi-annually on April 15 and October 15, beginning on October 15, 2018, and principal is repaid in full upon maturity. The proceeds of the Notes were used to prepay the outstanding Thales bills of exchange, including premiums paid, of approximately $59.9 million issued pursuant to the FSD, replenish the DSRA under the Credit Facility to $189.0 million , and will be used to pay approximately $44.4 million in Thales milestones previously expected to be satisfied by the issuance of bills of exchange, as well as to provide the Company with sufficient cash to meet its needs, including principal and interest payments under the Credit Facility. As of March 31, 2018, the Company reported an aggregate total of $360.0 million in borrowings, including $9.7 million of deferred financing costs, for a net balance of $350.3 million in borrowings from the Notes in the accompanying condensed consolidated balance sheet. The Notes contain covenant requirements that apply to certain permitted financing actions, and are no more restrictive than the covenants in the Credit Facility. The Company was in compliance with all covenants as of March 31, 2018. The Company believes its liquidity sources will provide sufficient funds for it to meet its liquidity requirements for at least the next 12 months. 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. |