Condensed Combined Debtors' Financial Information | Condensed Combined Debtors' Financial Information The following presents our Debtors' condensed combined balance sheets as of December 31, 2020 and June 30, 2021, statements of operations for the three and six months ended June 30, 2020 and 2021 and statements of cash flows for the six months ended June 30, 2020 and 2021. Consolidating adjustments include eliminations of the following: • investments in subsidiaries; • intercompany accounts; • intercompany sales and expenses; and • intercompany equity balances. Intercompany balances with non-Debtor affiliates have not been eliminated. On the Debtors’ condensed combined balance sheets, these primarily consist of net intercompany trade receivables generated under our Master Intercompany Service Agreement (“MISA”), funding for the operations of non-Debtor affiliates and funding for the acquisition of Intelsat CA. On the Debtors’ condensed combined statements of operations, total reported revenue includes intercompany revenue of $63.0 million and $70.8 million for the three months ended June 30, 2020 and 2021, respectively, and $122.5 million and $138.4 million for the six months ended June 30, 2020 and 2021, respectively, primarily consisting of satellite capacity charges. Cost from affiliates primarily relates to sales and technical support services provided to Debtors as specified under the MISA. Investments in non-Debtor affiliates are presented under the equity method of accounting in the condensed combined financial statements set forth below. DEBTORS' CONDENSED COMBINED BALANCE SHEET (in thousands, except per share amounts) December 31, 2020 June 30, 2021 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 879,191 $ 460,617 Restricted cash 20,817 26,682 Receivables, net of allowances of $34,391 in 2020 and $22,140 in 2021 561,573 922,882 Contract assets, net of allowances 15,474 15,066 Inventory 1,347 1,075 Prepaid expenses and other current assets 100,021 87,856 Intercompany receivables 678,188 799,081 Total current assets 2,256,611 2,313,259 Satellites and other property and equipment, net 4,656,678 4,862,789 Goodwill 2,624,452 2,624,452 Non-amortizable intangible assets 2,295,000 2,295,000 Amortizable intangible assets, net 245,649 231,331 Contract assets, net of current portion and allowances 26,642 23,275 Investment in affiliates 150,029 48,117 Other assets 357,897 390,066 Total assets $ 12,612,958 $ 12,788,289 LIABILITIES AND SHAREHOLDERS’ DEFICIT Current liabilities: Accounts payable and accrued liabilities $ 222,876 $ 342,390 Taxes payable 6,743 6,694 Employee related liabilities 36,563 36,445 Accrued interest payable 17,747 18,035 Current maturities of long-term debt 5,903,724 5,909,377 Contract liabilities 146,762 841,136 Deferred satellite performance incentives 47,377 56,115 Other current liabilities 43,885 54,047 Total current liabilities 6,425,677 7,264,239 Contract liabilities, net of current portion 1,422,893 1,072,990 Deferred satellite performance incentives, net of current portion 138,116 127,774 Deferred income taxes 61,069 69,910 Accrued retirement benefits, net of current portion 129,837 118,458 Other long-term liabilities 188,394 210,021 Liabilities subject to compromise 10,168,518 10,169,230 Shareholders’ deficit: Common shares, nominal value $0.01 per share 1,421 1,422 Paid-in capital 2,573,840 2,576,144 Accumulated deficit (8,416,410) (8,743,592) Accumulated other comprehensive loss (80,397) (78,307) Total shareholders’ deficit (5,921,546) (6,244,333) Total liabilities and shareholders’ deficit $ 12,612,958 $ 12,788,289 DEBTORS' UNAUDITED CONDENSED COMBINED STATEMENTS OF OPERATIONS (in thousands) Three Months Ended Three Months Ended Six Months Ended Six Months Ended Revenue $ 431,334 $ 405,550 $ 840,751 $ 810,831 Operating expenses: Direct costs of revenue (excluding depreciation and amortization) 66,765 65,465 131,891 129,148 Selling, general and administrative 53,958 57,460 124,544 118,760 Cost from affiliates 9,786 11,326 21,448 23,809 Depreciation and amortization 157,392 155,680 315,168 309,058 Impairment of non-amortizable intangible and other assets 34,043 — 46,243 — Other operating expense—C-band — 64,638 — 122,994 Total operating expenses 321,944 354,569 639,294 703,769 Income from operations 109,390 50,981 201,457 107,062 Interest expense, net (221,934) (122,649) (539,681) (248,428) Equity in income (loss) of affiliates 3,267 (40,984) 1,712 (94,513) Other income, net 3,432 16,496 12,034 27,630 Reorganization items (298,691) (49,591) (298,691) (105,403) Loss before income taxes (404,536) (145,747) (623,169) (313,652) Income tax expense (818) (6,559) (957) (13,530) Net loss $ (405,354) $ (152,306) $ (624,126) $ (327,182) DEBTORS' UNAUDITED CONDENSED COMBINED STATEMENT OF CASH FLOWS (in thousands) Six Months Ended Six Months Ended Cash flows from operating activities: Net loss $ (624,126) $ (327,182) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 315,168 309,058 Provision for expected credit losses 28,325 11,671 Foreign currency transaction (gains) losses (719) 430 Loss on disposal of assets — 41 Impairment of non-amortizable intangible and other assets 46,243 — Share-based compensation 6,234 2,178 Deferred income taxes 5,631 6,100 Amortization of discount, premium, issuance costs and related costs 17,277 4,978 Non-cash reorganization items 196,974 — Debtor-in-possession financing fees 52,182 — Amortization of actuarial loss and prior service credits for retirement benefits 1,317 2,126 Unrealized losses on derivative financial instruments 349 — Unrealized losses (gains) on investments and loans held-for-investment 721 (29,225) Equity in (income) losses of affiliates (1,712) 94,513 Other non-cash items 92 (311) Changes in operating assets and liabilities: Receivables (79) 27,008 Intercompany receivables (70,970) (106,845) Prepaid expenses, contract and other assets (34,700) 20,167 Accounts payable and accrued liabilities 23,791 95,155 Accrued interest payable 48,775 287 Contract liabilities (38,951) (56,107) Accrued retirement benefits (8,267) (11,379) Other long-term liabilities (11,013) (8,422) Net cash provided by (used in) operating activities (47,458) 34,241 Cash flows from investing activities: Capital expenditures (including capitalized interest) (196,043) (462,583) Dividends from affiliates 20,878 7,836 Proceeds from sale of investment — 15,000 Proceeds from principal payments on loans held-for-investment 724 103 Capital contribution to affiliates (9,005) — Other proceeds from satellites 5,625 — Net cash used in investing activities (177,821) (439,644) Cash flows from financing activities: Proceeds from debtor-in-possession financing 500,000 — Debtor-in-possession financing fees (52,182) — Principal payments on deferred satellite performance incentives (19,195) (6,921) Net cash provided by (used in) financing activities 428,623 (6,921) Effect of exchange rate changes on cash, cash equivalents and restricted cash 686 (385) Net change in cash, cash equivalents and restricted cash 204,030 (412,709) Cash, cash equivalents, and restricted cash, beginning of period 755,313 900,008 Cash, cash equivalents, and restricted cash, end of period $ 959,343 $ 487,299 Reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated Debtors' balance sheet to the total sum of these same amounts shown on the condensed consolidated Debtors' statement of cash flows: Cash and cash equivalents $ 940,366 $ 460,617 Restricted cash 18,977 26,682 Total cash, cash equivalents and restricted cash reported in the condensed consolidated Debtors' statement of cash flows $ 959,343 $ 487,299 |