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 September 30, 2021, statements of operations for the three and nine months ended September 30, 2020 and 2021, and statements of cash flows for the nine months ended September 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 $106.0 million and $69.7 million for the three months ended September 30, 2020 and 2021, respectively, and $228.6 million and $208.1 million for the nine months ended September 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 September 30, 2021 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 879,191 $ 418,715 Restricted cash 20,817 27,308 Receivables, net of allowances of $34,391 in 2020 and $26,127 in 2021 156,402 116,994 Receivables relating to C-band 405,171 1,035,578 Contract assets, net of allowances 15,474 14,244 Inventory 1,347 929 Prepaid expenses and other current assets 100,021 108,400 Intercompany receivables 678,188 914,875 Total current assets 2,256,611 2,637,043 Satellites and other property and equipment, net 4,656,678 4,890,864 Goodwill 2,624,452 2,624,452 Non-amortizable intangible assets 2,295,000 2,295,000 Amortizable intangible assets, net 245,649 224,173 Contract assets, net of current portion and allowances 26,642 21,600 Investment in affiliates 150,029 (12,342) Other assets 357,897 489,954 Total assets $ 12,612,958 $ 13,170,744 LIABILITIES AND SHAREHOLDERS’ DEFICIT Current liabilities: Accounts payable and accrued liabilities $ 222,876 $ 364,253 Taxes payable 6,743 6,925 Employee-related liabilities 36,563 33,974 Accrued interest payable 17,747 19,094 Current maturities of long-term debt 5,903,724 6,162,315 Contract liabilities 146,762 845,055 Deferred satellite performance incentives 47,377 54,512 Other current liabilities 43,885 75,683 Total current liabilities 6,425,677 7,561,811 Contract liabilities, net of current portion 1,422,893 1,270,745 Deferred satellite performance incentives, net of current portion 138,116 121,439 Deferred income taxes 61,069 74,701 Accrued retirement benefits, net of current portion 129,837 113,452 Other long-term liabilities 188,394 246,867 Liabilities subject to compromise 10,168,518 10,169,243 Shareholders’ deficit: Common shares, nominal value $0.01 per share 1,421 1,422 Paid-in capital 2,573,840 2,577,607 Accumulated deficit (8,416,410) (8,889,282) Accumulated other comprehensive loss (80,397) (77,261) Total shareholders’ deficit (5,921,546) (6,387,514) Total liabilities and shareholders’ deficit $ 12,612,958 $ 13,170,744 DEBTORS' UNAUDITED CONDENSED COMBINED STATEMENTS OF OPERATIONS (in thousands) Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended Revenue $ 473,556 $ 404,727 $ 1,314,307 $ 1,215,558 Operating expenses: Direct costs of revenue (excluding depreciation and amortization) 68,891 66,106 199,958 195,254 Selling, general and administrative 57,659 56,964 181,931 175,722 Cost from affiliates 9,785 11,766 32,047 35,575 Depreciation and amortization 157,442 150,683 472,610 459,743 Impairment of non-amortizable intangible and other assets — — 46,243 — Other operating expense—C-band 298 17,867 580 140,861 Total operating expenses 294,075 303,386 933,369 1,007,155 Income from operations 179,481 101,341 380,938 208,403 Interest expense, net (137,444) (119,049) (677,124) (367,477) Equity in loss of affiliates (40,791) (34,280) (41,260) (128,793) Other income, net 2,973 11,594 15,007 39,224 Reorganization items (36,367) (98,316) (335,059) (203,719) Loss before income taxes (32,148) (138,710) (657,498) (452,362) Income tax benefit (expense) 16,217 (6,980) 17,441 (20,510) Net loss $ (15,931) $ (145,690) $ (640,057) $ (472,872) DEBTORS' UNAUDITED CONDENSED COMBINED STATEMENT OF CASH FLOWS (in thousands) Nine Months Ended Nine Months Ended Cash flows from operating activities: Net loss $ (640,057) $ (472,872) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 472,610 459,743 Provision for expected credit losses 34,465 17,224 Foreign currency transaction (gains) losses (801) 863 Loss on disposal of assets — 43 Impairment of non-amortizable intangible and other assets 46,243 — Share-based compensation 9,031 3,586 Deferred income taxes 5,470 11,102 Amortization of discount, premium, issuance costs and related costs 19,689 7,559 Non-cash reorganization items 196,974 — Debtor-in-possession financing fees 52,182 46,944 Amortization of actuarial loss and prior service credits for retirement benefits 1,976 3,189 Unrealized losses on derivative financial instruments 372 — Unrealized losses (gains) on investments and loans held-for-investment 721 (46,661) Equity in (income) losses of affiliates 41,260 128,793 Other non-cash items (7) (517) Changes in operating assets and liabilities: Receivables 12,841 21,697 Intercompany receivables (105,048) (155,277) Prepaid expenses, contract and other assets (81,814) 6,124 Accounts payable and accrued liabilities 69,812 116,437 Accrued interest payable 48,713 1,347 Contract liabilities (66,304) (84,422) Accrued retirement benefits (12,253) (16,385) Other long-term liabilities 2,801 (20,132) Net cash provided by (used in) operating activities 108,876 28,385 Cash flows from investing activities: Capital expenditures (including capitalized interest) (414,610) (661,091) Acquisition of loan to affiliate — (60,000) Dividends from affiliates 28,960 34,276 Proceeds from sale of investment — 15,000 Loan amendment fees received — 1,800 Proceeds from principal payments on loans held-for-investment 973 208 Capital contribution to affiliates (9,005) — Other proceeds from satellites 5,625 — Net cash used in investing activities (388,057) (669,807) Cash flows from financing activities: Proceeds from debtor-in-possession financing 500,000 1,250,000 Repayments of debtor-in-possession financing — (1,000,000) Debtor-in-possession financing fees (52,182) (46,944) Principal payments on deferred satellite performance incentives (25,428) (14,859) Net cash provided by (used in) financing activities 422,390 188,197 Effect of exchange rate changes on cash, cash equivalents and restricted cash 754 (760) Net change in cash, cash equivalents and restricted cash 143,963 (453,985) Cash, cash equivalents, and restricted cash, beginning of period 755,313 900,008 Cash, cash equivalents, and restricted cash, end of period $ 899,276 $ 446,023 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 $ 880,185 $ 418,715 Restricted cash 19,091 27,308 Total cash, cash equivalents and restricted cash reported in the condensed consolidated Debtors' statement of cash flows $ 899,276 $ 446,023 |