6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 or 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2018

001-35878

(Commission

File Number)

 

 

Intelsat S.A.

(Translation of registrant’s name into English)

 

 

4 rue Albert Borschette

Luxembourg

Grand-Duchy of Luxembourg

L-1246

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    INTELSAT S.A.
Date: July 31, 2018     By:  

/s/ Jacques Kerrest

    Name:   Jacques Kerrest
    Title:   Executive Vice President and Chief Financial Officer    


EXHIBIT INDEX

 

Exhibit
Number
  

Description

99.1    Press Release, dated July 31, 2018, entitled “Intelsat Announces Second Quarter 2018 Results”
99.2    Quarterly Commentary by Stephen Spengler, Chief Executive Officer, and Jacques Kerrest, Executive Vice President and Chief Financial Officer, made available on Intelsat’s public website on July 31, 2018
EX-99.1

Exhibit 99.1

 

News Release

2018-28

   LOGO

Contact:

Dianne VanBeber

Vice President, Investor Relations

dianne.vanbeber@intelsat.com

+1 703-559-7406

Intelsat Announces Second Quarter 2018 Results

 

   

Second quarter revenue of $537.7 million; $512.5 million excluding effects of revenue recognition rules (ASC 606)

 

   

Second quarter net loss attributable to Intelsat S.A. of $46.8 million

 

   

Second quarter Adjusted EBITDA of $415.6 million or 77 percent of revenue; $390.5 million or 76 percent of revenue excluding effects of ASC 606

 

   

$8.7 billion contracted backlog, or $7.5 billion excluding the effects of ASC 606

Luxembourg, 31 July 2018

Intelsat S.A. (NYSE: I), operator of the world’s first Globalized Network and leader in integrated satellite communications, today announced financial results for the three months ended June 30, 2018.

Intelsat reported total revenue of $537.7 million and net loss attributable to Intelsat S.A. of $46.8 million for the three months ended June 30, 2018.

In the first quarter of 2018, we adopted the provisions of the Financial Accounting Standards Board Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). As a result of the adoption of ASC 606, total revenue for the three months ended June 30, 2018 reflects $25.2 million primarily related to the significant financing component identified in our customer contracts.

Total revenue excluding the effects of ASC 606 was $512.5 million for the three months ended June 30, 2018.

Intelsat reported EBITDA1, or earnings before net interest, gain on early extinguishment of debt, taxes and depreciation and amortization, of $408.5 million and Adjusted EBITDA1 of $415.6 million, or 77 percent of revenue for the three months ended June 30, 2018. Total Adjusted EBITDA excluding the effects of ASC 606 was $390.5 million, or 76 percent of revenue, for the three months ended June 30, 2018. Free cash flow from operations1 was $4.9 million.

Intelsat’s Chief Executive Officer, Stephen Spengler, said, “This is a time of great opportunity for Intelsat. We are on the cusp of completing the global deployment of our next generation Intelsat EpicNG fleet, we are introducing more managed services to address high growth mobility applications, and we are increasingly recognized for the value of our global network of satellites and terrestrial infrastructure that connects billions of people around the globe.

“Our overall financial and operational performance year-to-date is tracking to our expectations against a global landscape of increasing mobility connectivity requirements. With our highly successful capital raise of approximately $633 million completed in the second quarter, we have taken significant strides


in the management of our capital structure. This allows us to focus our energy on maximizing the commercial opportunities before us, not the least of which is the sizeable opportunity for satellite communications within the global race to deploy 5G.

“We are encouraged by the thoughtful reception that the Federal Communications Commission has given to the innovative proposal that we developed in conjunction with Intel. We’ll continue to promote our market-based proposal, joining with SES and more recently, Eutelsat. Our proposal will speed wireless access to spectrum in the 3.7-4.2 GHz band known as C-band, crucial for the development of the American economy, while not compromising on the protection of the quality and reliability of television and other critical services that currently rely on this spectrum.”

Second Quarter 2018 Business Highlights

Intelsat provides critical communications infrastructure to customers in the network services, media and government sectors. Our customers use our services for broadband connectivity to deliver fixed and mobile telecommunications, enterprise, video distribution and fixed and mobile government applications. For additional details regarding the performance of our customer sets, see our Quarterly Commentary.

Network Services

Network services revenue was $198.5 million (or 37 percent of Intelsat’s total revenue) for the three months ended June 30, 2018, a decrease of 8 percent compared to the three months ended June 30, 2017. There was an immaterial effect from ASC 606 on our network services revenue.

Media

Media revenue was $234.2 million (or 44 percent of Intelsat’s total revenue) for the three months ended June 30, 2018, an increase of 5 percent compared to the three months ended June 30, 2017. Excluding the effects of ASC 606, media revenue was $217.5 million for the three months ended June 30, 2018, a decrease of 2 percent compared to the three months ended June 30, 2017.

Government

Government revenue was $98.5 million (or 18 percent of Intelsat’s total revenue) for the three months ended June 30, 2018, an increase of 15 percent compared to the three months ended June 30, 2017. Excluding the effects of ASC 606, government revenue was $90.3 million for the three months ended June 30, 2018, an increase of 5 percent compared to the three months ended June 30, 2017.

Average Fill Rate

Intelsat’s average fill rate on our approximately 1,850 36 MHz station-kept wide-beam transponders was 79 percent at June 30, 2018, compared to 80 percent as of March 31, 2018. In addition, at June 30, 2018 our fleet includes approximately 1,150 36 MHz units of high-throughput Intelsat EpicNG capacity, stable as compared to March 31, 2018.

Satellite Launches

Intelsat has two satellite launches planned for September 2018 on a single Arianespace Ariane 5 launcher. Intelsat 38, a satellite jointly built with Azerbaijan’s commercial satellite operator, Azercosmos OJSC, will provide media and broadband services in Central and Eastern Europe, Africa, and Asia. The Horizons 3e satellite, Intelsat’s joint venture satellite with Japan’s leading satellite operator, SKY Perfect JSAT Corporation, completes the initial buildout of the Intelsat EpicNG high-throughput global network, providing service coverage in the Asia-Pacific region.

 

 

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Contracted Backlog

At June 30, 2018, Intelsat’s contracted backlog, representing expected future revenue under existing contracts with customers, was $8.7 billion, including approximately $1.1 billion attributable to ASC 606. Excluding the effects of ASC 606, contracted backlog was $7.5 billion, as compared to $7.6 billion at March 31, 2018.

Capital Markets Activities

On May 2, 2018, pursuant to a previously issued notice of redemption, our subsidiary, Intelsat (Luxembourg) S.A. (“Intelsat Luxembourg”) redeemed $46.0 million aggregate principal amount of its 6  34% Senior Notes due 2018, and in June 2018 repaid the remaining outstanding principal at maturity, retiring this issue in its entirety.

On June 14, 2018, Intelsat S.A. completed an offering of 15,498,652 common shares, nominal value $0.01 per share (the “Common Shares”), at a public offering price of $14.84 per common share, with total gross proceeds of approximately $230 million. In addition, on June 18, 2018, Intelsat S.A. completed an offering of approximately $403 million aggregate principal amount of its newly issued 4.5% Convertible Senior Notes due 2025 (the “2025 Convertible Notes”). These notes are guaranteed by a direct subsidiary of Intelsat Luxembourg, Intelsat Envision Holdings LLC. The net proceeds from the Common Shares offering and 2025 Convertible Notes offering were used to repurchase approximately $600 million principal amount of Intelsat Luxembourg’s 7.75% Senior Notes due 2021 in privately negotiated transactions with individual holders in June 2018. We intend to use any remaining proceeds for further debt repurchases and general corporate purposes.

Internal Tax Reorganization

On July 2, 2018, we implemented a series of internal transactions and related steps that reorganized the ownership of certain of our assets among our subsidiaries in order to enhance our ability to efficiently transact business. These transactions will be accounted for in the quarter ending September 30, 2018.

Financial Results for the Three Months Ended June 30, 2018

On-Network revenues generally include revenue from any services delivered via our satellite and ground network. Off-Network and Other Revenues generally include revenue from transponder services, mobile satellite services (“MSS”) and other satellite-based transmission services using capacity procured from other operators, often in frequencies not available on our network. Off-Network and Other revenues also include revenue from consulting and other services and sales of customer premises equipment.

Total revenue for the three months ended June 30, 2018 increased by $4.5 million, or 1 percent, as compared to the three months ended June 30, 2017. Excluding the impact of ASC 606 adjustments, total revenue for the three months ended June 30, 2018 decreased by $20.7 million, or 4 percent, as

 

3


compared to the three months ended June 30, 2017. By service type, our revenues increased or decreased due to the following:

Total On-Network Revenues increased by $6.2 million to $492.0 million as compared to the three months ended June 30, 2017. Excluding the $25.5 million attributable to ASC 606, total on-network revenues declined by $19.3 million, or 4 percent, to $466.6 million due to the following:

 

   

Transponder services revenue of $392.3 million reflects an aggregate increase of $6.2 million, of which $23.8 million is attributable to ASC 606, comprised of $15.4 million and $8.2 million from the media and government businesses, respectively. Exclusive of revenues attributable to ASC 606, transponder services declined by an aggregate amount of $17.6 million, due primarily to a net decrease in revenue from network services applications of $8.5 million, reflecting non-renewals and renewal pricing at lower rates for wide-beam services in the Latin America, Europe and Asia-Pacific regions, partially offset by growth in maritime and aeronautical mobility services on Intelsat EpicNG. In addition, transponder services for media applications declined by $7.8 million, due to non-renewals and lower termination fees from certain customers in North America and lower collections from cash basis customers as compared to the second quarter of 2017.

 

   

Managed services revenue of $98.5 million, which includes $1.7 million attributable to ASC 606 adjustments related to the media business, reflects an aggregate decrease of $0.1 million. Excluding the effects of ASC 606, managed services revenue declined by $1.8 million, related in part to a $3.2 million decline in revenue from network services customers for point-to-point trunking services being replaced by fiber alternatives, offset partially by a $4.2 million increase in revenue from network services customers for mobility applications, a $2.9 million increase in revenue from managed media solutions, and a $1.2 million decrease in revenue from managed services sold to government customers.

Total Off-Network and Other Revenues reported an aggregate decline of $1.7 million, or a decrease of 4 percent, to $45.7 million, as compared to the three months ended June 30, 2017. There were no significant adjustments attributable to ASC 606.

 

   

Transponder, MSS and other Off-Network services reported an aggregate increase of$2.6 million, due primarily to an increase in third-party managed services sold to government customers.

 

   

Satellite-related services revenue was $9.1 million, or an aggregate decrease of $4.3 million, primarily due to decreased revenue from professional services supporting third-party satellites and government customers in the second quarter of 2018 as compared to the same period in 2017.

For the three months ended June 30, 2018, changes in operating expenses, interest expense, net, and other significant income statement items are described below.

 

   

Direct costs of revenue (excluding depreciation and amortization) decreased by $3.5 million, or 4 percent, to $76.5 million for the three months ended June 30, 2018, as compared to the three months ended June 30, 2017. The decrease was primarily due to lower costs of third-party capacity for off-network services and lower costs related to ground network enhancements for our media business.

 

   

Selling, general and administrative expenses increased by $2.3 million, or 5 percent, to $49.9 million for the three months ended June 30, 2018, as compared to the three months ended June 30, 2017. The increase was primarily due to an increase of $8.4 million in bad debt expense as compared to a credit in the second quarter of 2017, partially offset by a decrease of $4.5 million in professional fees as compared to the same period in 2017 and $1.9 million in decreased staff-related expenses, primarily associated with lower share-based compensation.

 

4


Depreciation and amortization expense decreased by $3.9 million, or 2 percent, to $173.6 million, as compared to the three months ended June 30, 2017. The decrease was primarily related to a number of satellites becoming fully depreciated during the period, offset partially by new satellite and ground segment assets placed into service.

Interest expense, net consists of the interest expense we incur, together with gains and losses on interest rate cap contracts (which reflect the change in their fair value), offset by interest income earned and the amount of interest we capitalize related to assets under construction. Interest expense, net increased by $55.1 million, or 22 percent, to $303.2 million for the three months ended June 30, 2018, as compared to the three months ended June 30, 2017. The increase in interest expense, net was principally due to an increase of $28.9 million related to the significant financing component identified in customer contracts in accordance with ASC 606. In addition, interest expense, net increased by $23.9 million, primarily driven by our new debt issuances and amendments to our senior secured credit facility with higher interest rates (partially offset by certain debt repurchases in 2017 and 2018), and an increase of $9.3 million from lower capitalized interest primarily resulting from decreased levels of satellites and related assets under construction. The increases were also partially offset by a decrease of $6.9 million corresponding to the increase in fair value of the interest rate cap contracts we entered into in 2017 and hold.

The non-cash portion of total interest expense, net was $35.0 million for the three months endedJune 30, 2018, due to the amortization of deferred financing fees, amortization and accretion of discounts and premiums, and interest expense related to the significant financing component identified in customer contracts in accordance with ASC 606, as well as the gain offset from the increase in the fair value of interest rate cap contracts we hold.

Gain on early extinguishment of debt was $22.1 million for the three months ended June 30, 2018, as compared to a nominal loss for the three months ended June 30, 2017. The gain of $22.1 million consisted of the difference between the carrying value of debt repurchased and the total cash amount paid (including related fees and expenses), together with a write-off of unamortized debt discount and unamortized debt issuance costs.

Other expense, net was $2.8 million for the three months ended June 30, 2018, as compared to other income, net of $1.5 million for the three months ended June 30, 2017. The decline of $4.4 million was primarily related to a $4.5 million increase in foreign currency loss related to our business conducted in Brazilian reais.

Provision for income taxes decreased by $4.7 million to an income tax benefit of $0.3 million for the three months ended June 30, 2018, as compared to the three months ended June 30, 2017. The decrease was principally due to lower income in the three months ended June 30, 2018.

 

5


Net Income (Loss), Net Income (Loss) per Diluted Common Share attributable to Intelsat S.A., EBITDA and Adjusted EBITDA

Net loss attributable to Intelsat S.A. was $46.8 million for the three months ended June 30, 2018, compared to net loss attributable to Intelsat S.A. of $23.8 million for the same period in 2017.

Net loss per diluted common share attributable to Intelsat S.A. was $0.38 for the three months ended June 30, 2018, compared to net loss per diluted common share of $0.20 for the same period in 2017.

EBITDA was $408.5 million for the three months ended June 30, 2018, compared to $407.3 million for the same period in 2017.

Adjusted EBITDA was $415.6 million for the three months ended June 30, 2018, or 77 percent of revenue, compared to $417.9 million, or 78 percent of revenue, for the same period in 2017. Excluding the effects of ASC 606, Adjusted EBITDA declined by 7 percent to $390.5 million, or 76 percent of revenue in the second quarter of 2018 as compared to the same period in 2017. Please see the table below for further detail of the impacts on Adjusted EBITDA as a result of ASC 606.

Free Cash Flow From (Used In) Operations

Net cash provided by operating activities was $57.2 million for the three months ended June 30, 2018, and free cash flow from operations was $4.9 million for the same period. Free cash flow from (used in) operations is defined as net cash provided by (used in) operating activities, less payments for satellites and other property and equipment (including capitalized interest) and other payments for satellites from financing activities. Payments for satellites and other property and equipment from investing activities during the three months ended June 30, 2018 was $52.4 million.

Financial Outlook 2018

 

   

Intelsat reaffirmed its 2018 revenue and Adjusted EBITDA guidance issued on February 26, 2018.

 

   

Intelsat reaffirmed the capital expenditure guidance updated on June 11, 2018.

 

   

Intelsat introduced cash tax guidance for 2018 and a modeling assumption range for future periods.

Revenue: Intelsat forecasts full-year 2018 revenue to be in a range of $2.060 billion to $2.110 billion.

Adjusted EBITDA: Intelsat forecasts Adjusted EBITDA performance for the full-year 2018 to be in a range of $1.560 billion to $1.605 billion.

Capital Expenditures: On June 11, 2018, the Company updated its capital expenditure expectation for 2018-2020 (the “Guidance Period”).

We expect the following capital expenditure ranges:

 

   

2018: $300 million to $350 million;

 

   

2019: $325 million to $400 million; and

 

   

2020: $300 million to $400 million.

 

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In adjusting downward our capital expenditure guidance as compared to our previous guidance, Intelsat incorporated two primary changes: the deferral of a new satellite order from 2018 to 2019, and a reduction in assumed launch costs related to operational and supply improvements in the launcher sector.

We are committed to our 2018 operating priority to incorporate new innovations in our fleet development program. The new initiatives are planned to allow us to achieve a lower cost-per-bit for our global fleet while also attaining lower overall capital intensity to support operations. Innovations will contribute to commercial flexibility and strong competitive positioning and include:

 

   

driving development of commercially-scaled software-definable satellites;

 

   

leveraging new manufacturing practices;

 

   

use of mission extension vehicles; and

 

   

increased use of reusable rocket launchers.

By the conclusion of the Guidance Period at the end of 2020, the net number of transponder equivalents is expected to increase by a compound annual growth rate (“CAGR”) of approximately 5 percent, reflecting the net activity of satellites entering and leaving service during the Guidance Period. Capital expenditure incurrence is subject to the timing of achievement of contract, satellite manufacturing, launch and other milestones.

Our capital expenditure guidance includes capitalized interest, which is expected to average approximately $40 million annually over the Guidance Period.

Cash Taxes: We expect cash taxes in 2018 to be approximately $55 million to $65 million. In periods for the foreseeable future, we expect cash taxes to range from $30 million to $40 million annually.

 

 

1 

In this release, financial measures are presented both in accordance with U.S. GAAP and also on a non-U.S. GAAP basis. EBITDA, Adjusted EBITDA (or “AEBITDA”), free cash flow from (used in) operations and related margins included in this release are non-U.S. GAAP financial measures. Please see the consolidated financial information below for information reconciling non-U.S. GAAP financial measures to comparable U.S. GAAP financial measures.

Q2 2018 Quarterly Commentary

Intelsat provides a detailed quarterly commentary on the Company’s business trends and performance. Please visit www.intelsat.com/investors for management’s commentary on the Company’s progress against its operational priorities and financial outlook.

 

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Conference Call Information

Intelsat management will hold a public conference call at 8:30 a.m. ET on Tuesday, July 31, 2018 to discuss the Company’s second quarter financial results for the period ended June 30, 2018. Access to the live conference call will also be available via the Internet at www.intelsat.com/investors. To participate on the live call, participants should dial +1 844-834-1428 from North America, and +1 920-663-6274 from all other locations. The participant pass code is 2778516.

Participants will have access to a replay of the conference call through August 7, 2018. The replay number for North America is +1 855-859-2056, and for all other locations is +1 404-537-3406. The participant pass code for the replay is 2778516.

About Intelsat

Intelsat S.A. (NYSE: I) operates the world’s first Globalized Network, delivering high-quality, cost-effective video and broadband services anywhere in the world. Intelsat’s Globalized Network combines the world’s largest satellite backbone with terrestrial infrastructure, managed services and an open, interoperable architecture to enable customers to drive revenue and reach through a new generation of network services. Thousands of organizations serving billions of people worldwide rely on Intelsat to provide ubiquitous broadband connectivity, multi-format video broadcasting, secure satellite communications and seamless mobility services. The end result is an entirely new world, one that allows us to envision the impossible, connect without boundaries and transform the ways in which we live. For more information, visit www.intelsat.com.

Intelsat Safe Harbor Statement:

Some of the information and statements contained in this earnings release and certain oral statements made from time to time by representatives of Intelsat constitute “forward-looking statements” that do not directly or exclusively relate to historical facts. When used in this earnings release, the words “may,” “will,” “might,” “should,” “expect,” “plan,” “anticipate,” “project,” “believe,” “estimate,” “predict,” “intend,” “potential,” “outlook,” and “continue,” and the negative of these terms, and other similar expressions are intended to identify forward-looking statements and information. Forward-looking statements include: statements regarding our expectation that the launches of our satellites in the future will position us for growth; our plans for satellite launches in the near to mid-term; our guidance regarding our intention to maximize the value of our spectrum rights, including the pursuit of partnerships to optimize new satellite business cases and the exploration of joint use of certain spectrum with the wireless sector in certain geographies; our expectations as to the potential timing of a final U.S. Federal Communications Commission ruling with respect to our C-band Joint Use Proposal; guidance regarding our expectations for our revenue performance and Adjusted EBITDA performance; our capital expenditure guidance over the next several years; our belief that the scale of our fleet can reduce the financial impact of satellite or launch failures and protect against service interruptions; our belief that the diversity of our revenue and customer base allows us to recognize trends across regions and capture new growth opportunities; our expectation that developing differentiated services and investing in new technology will allow us to unlock essential opportunities; our expectations as to the increased number of transponder equivalents on our fleet over the next several years; and our expectations as to the level of our cash tax payments in the future.

The forward-looking statements reflect Intelsat’s intentions, plans, expectations, anticipations, projections, estimations, predictions, outlook, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, many of which are outside of Intelsat’s control. Important factors that could cause actual results to differ materially from the expectations expressed or implied in the forward-looking statements include known and unknown risks. Some of the factors that could cause actual results to differ from historical

 

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results or those anticipated or predicted by these forward-looking statements include: risks associated with operating our in-orbit satellites; satellite anomalies, launch failures, satellite launch and construction delays and in-orbit failures or reduced performance; potential changes in the number of companies offering commercial satellite launch services and the number of commercial satellite launch opportunities available in any given time period that could impact our ability to timely schedule future launches and the prices we pay for such launches; our ability to obtain new satellite insurance policies with financially viable insurance carriers on commercially reasonable terms or at all, as well as the ability of our insurance carriers to fulfill their obligations; possible future losses on satellites that are not adequately covered by insurance; U.S. and other government regulation; changes in our contracted backlog or expected contracted backlog for future services; pricing pressure and overcapacity in the markets in which we compete; our ability to access capital markets for debt or equity; the competitive environment in which we operate; customer defaults on their obligations to us; our international operations and other uncertainties associated with doing business internationally; and litigation. Known risks include, among others, the risks described in Intelsat’s Annual Report on Form 20-F for the year ended December 31, 2017, and its other filings with the U.S. Securities and Exchange Commission, the political, economic and legal conditions in the markets we are targeting for communications services or in which we operate and other risks and uncertainties inherent in the telecommunications business in general and the satellite communications business in particular.

Because actual results could differ materially from Intelsat’s intentions, plans, expectations, anticipations, projections, estimations, predictions, outlook, assumptions and beliefs about the future, you are urged to view all forward-looking statements with caution. Intelsat does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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INTELSAT S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

($ in thousands, except per share amounts)

 

     Three Months
Ended
June 30, 2017
    Three Months
Ended
June 30, 2018
 

Revenue

   $ 533,229     $ 537,714  

Operating expenses:

    

Direct costs of revenue (excluding depreciation and amortization)

     79,933       76,479  

Selling, general and administrative

     47,541       49,865  

Depreciation and amortization

     177,510       173,615  
  

 

 

   

 

 

 

Total operating expenses

     304,984       299,959  
  

 

 

   

 

 

 

Income from operations

     228,245       237,755  

Interest expense, net

     248,100       303,150  

Gain (loss) on early extinguishment of debt

     (48     22,085  

Other income (expense), net

     1,542       (2,836
  

 

 

   

 

 

 

Loss before income taxes

     (18,361     (46,146

Provision for (benefit from) income taxes

     4,439       (306
  

 

 

   

 

 

 

Net loss

     (22,800     (45,840

Net income attributable to noncontrolling interest

     (995     (988
  

 

 

   

 

 

 

Net loss attributable to Intelsat S.A.

   $ (23,795   $ (46,828
  

 

 

   

 

 

 

Net loss per common share attributable to Intelsat S.A.:

    

Basic

   $ (0.20   $ (0.38

Diluted

   $ (0.20   $ (0.38

 

10


INTELSAT S.A.

UNAUDITED RECONCILIATION OF NET INCOME/(LOSS) TO EBITDA

($ in thousands)

 

     Three Months
Ended
June 30, 2017
    Three Months
Ended
June 30, 2018
 

Net loss

   $ (22,800   $ (45,840

Add (Subtract):

    

Interest expense, net(1)

     248,100       303,150  

Loss (gain) on early extinguishment of debt

     48       (22,085

Provision for (benefit from) income taxes(2)

     4,439       (306

Depreciation and amortization

     177,510       173,615  
  

 

 

   

 

 

 

EBITDA

     407,297       408,534  
  

 

 

   

 

 

 

Effect of ASC 606 adoption(3)

     —         (25,097
  

 

 

   

 

 

 

EBITDA excluding ASC 606 adoption effect

     407,297       383,437  
  

 

 

   

 

 

 

EBITDA Margin

     76     76

EBITDA Margin excluding ASC 606 adoption effect

     76     75

Note:

Intelsat calculates a measure called EBITDA to assess the operating performance of Intelsat S.A. EBITDA consists of earnings before net interest, gain on early extinguishment of debt, taxes and depreciation and amortization. Given our high level of leverage, refinancing activities are a frequent part of our efforts to manage our costs of borrowing. Accordingly, we consider gain on early extinguishment of debt an element of interest expense. EBITDA is a measure commonly used in the Fixed Satellite Services (“FSS”) sector, and we present EBITDA to enhance the understanding of our operating performance. We use EBITDA as one criterion for evaluating our performance relative to that of our peers. We believe that EBITDA is an operating performance measure, and not a liquidity measure, that provides investors and financial analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies.

EBITDA is not a measure of financial performance under U.S. GAAP, and our EBITDA may not be comparable to similarly titled measures of other companies. EBITDA should not be considered as an alternative to operating income (loss) or net income (loss), determined in accordance with U.S. GAAP, as an indicator of our operating performance, or as an alternative to cash flows from operating activities, determined in accordance with U.S. GAAP, as an indicator of cash flows, or as a measure of liquidity.

 

11


INTELSAT S.A.

UNAUDITED RECONCILIATION OF NET INCOME/(LOSS) TO ADJUSTED EBITDA

($ in thousands)

 

     Three Months
Ended
June 30, 2017
    Three Months
Ended
June 30, 2018
 

Net loss

   $ (22,800   $ (45,840

Add (Subtract):

    

Interest expense, net(1)

     248,100       303,150  

Loss (gain) on early extinguishment of debt

     48       (22,085

Provision for (benefit from) income taxes(2)

     4,439       (306

Depreciation and amortization

     177,510       173,615  
  

 

 

   

 

 

 

EBITDA

     407,297       408,534  
  

 

 

   

 

 

 

Add:

    

Compensation and benefits(3)

     4,453       1,574  

Non-recurring and other non-cash items(4)

     6,166       5,507  
  

 

 

   

 

 

 

Adjusted EBITDA

     417,916       415,615  
  

 

 

   

 

 

 

Effect of ASC 606 adoption(5)

     —         (25,097
  

 

 

   

 

 

 

Adjusted EBITDA excluding ASC 606 adoption effect

     417,916       390,518  
  

 

 

   

 

 

 

Adjusted EBITDA Margin

     78     77

Adjusted EBITDA Margin excluding ASC 606 adoption effect

     78     76

Note:

Intelsat calculates a measure called Adjusted EBITDA to assess the operating performance of Intelsat S.A. Adjusted EBITDA consists of EBITDA as adjusted to exclude or include certain unusual items, certain other operating expense items and certain other adjustments as described in the table above. Our management believes that the presentation of Adjusted EBITDA provides useful information to investors, lenders and financial analysts regarding our financial condition and results of operations, because it permits clearer comparability of our operating performance between periods. By excluding the potential volatility related to the timing and extent of non-operating activities, our management believes that Adjusted EBITDA provides a useful means of evaluating the success of our operating activities. We also use Adjusted EBITDA, together with other appropriate metrics, to set goals for and measure the operating performance of our business, and it is one of the principal measures we use to evaluate our management’s performance in determining compensation under our incentive compensation plans. Adjusted EBITDA measures have been used historically by investors, lenders and financial analysts to estimate the value of a company, to make informed investment decisions and to evaluate performance. Our management believes that the inclusion of Adjusted EBITDA facilitates comparison of our results with those of companies having different capital structures.

Adjusted EBITDA is not a measure of financial performance under U.S. GAAP, and our Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Adjusted EBITDA should not be considered as an alternative to operating income (loss) or net income (loss), determined in accordance with U.S. GAAP, as an indicator of our operating performance, or as an alternative to cash flows from operating activities, determined in accordance with U.S. GAAP, as an indicator of cash flows, or as a measure of liquidity.

 

12


INTELSAT S.A.

CONSOLIDATED BALANCE SHEETS

($ in thousands, except per share amounts)

 

     As of
December 31,
2017
    As of
June 30,
2018
 
           (unaudited)  

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 525,215     $ 444,030  

Restricted cash

     16,176       18,922  

Receivables, net of allowances of $29,669 in 2017 and $31,807 in 2018

     221,223       248,797  

Contract assets

     —         42,729  

Prepaid expenses and other current assets

     56,862       28,086  
  

 

 

   

 

 

 

Total current assets

     819,476       782,564  

Satellites and other property and equipment, net

     5,923,619       5,719,442  

Goodwill

     2,620,627       2,620,627  

Non-amortizable intangible assets

     2,452,900       2,452,900  

Amortizable intangible assets, net

     349,584       330,343  

Contract assets, net of current portion

     0       89,548  

Other assets

     443,830       411,042  
  

 

 

   

 

 

 

Total assets

   $ 12,610,036     $ 12,406,466  
  

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ DEFICIT

    

Current liabilities:

    

Accounts payable and accrued liabilities

   $ 116,396     $ 102,558  

Taxes payable

     12,007       25,093  

Employee related liabilities

     29,328       25,510  

Accrued interest payable

     263,207       263,379  

Current portion of long-term debt

     96,572       —    

Contract liabilities

     —         152,084  

Deferred satellite performance incentives

     25,780       30,020  

Deferred revenue

     149,749       —    

Other current liabilities

     47,287       50,662  
  

 

 

   

 

 

 

Total current liabilities

     740,326       649,306  

Long-term debt, net of current portion

     14,112,086       13,786,628  

Contract liabilities, net of current portion

     —         1,138,618  

Deferred satellite performance incentives, net of current portion

     215,352       225,618  

Deferred revenue, net of current portion

     794,707       —    

Deferred income taxes

     48,434       276  

Accrued retirement benefits

     191,079       182,070  

Other long-term liabilities

     296,616       65,203  

Shareholders’ deficit:

    

Common shares; nominal value $0.01 per share

     1,196       1,367  

Paid-in capital

     2,173,367       2,546,862  

Accumulated deficit

     (5,894,659     (6,120,450

Accumulated other comprehensive loss

     (87,774     (86,253
  

 

 

   

 

 

 

Total Intelsat S.A. shareholders’ deficit

     (3,807,870     (3,658,474

Noncontrolling interest

     19,306       17,221  
  

 

 

   

 

 

 

Total liabilities and shareholders’ deficit

   $ 12,610,036     $ 12,406,466  
  

 

 

   

 

 

 

 

13


INTELSAT S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in thousands)

 

     Three Months Ended
June 30, 2017
    Three Months Ended
June 30, 2018
 

Cash flows from operating activities:

    

Net loss

   $ (22,800   $ (45,840

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Depreciation and amortization

     177,510       173,616  

Provision for doubtful accounts

     (7,133     1,239  

Foreign currency transaction loss

     1,238       6,544  

Loss on disposal of assets

     —         17  

Share-based compensation

     4,452       1,574  

Deferred income taxes

     (1,230     (31,724

Amortization of discount, premium, issuance costs and related costs

     12,087       13,026  

(Gain) loss on early extinguishment of debt

     48       (22,084

Amortization of actuarial loss and prior service credits for retirement benefits

     822       1,224  

Unrealized gains on derivatives and investments

     —         (8,063

Other non-cash items

     13       (14

Changes in operating assets and liabilities:

    

Receivables

     6,950       (25,910

Prepaid expenses, contract and other assets

     882       9,356  

Accounts payable and accrued liabilities

     3,671       7,903  

Accrued interest payable

     (82,498     (22,454

Deferred revenue and contract liabilities

     (38,154     4,550  

Accrued retirement benefits

     (4,495     (5,565

Other long-term liabilities

     (568     (152
  

 

 

   

 

 

 

Net cash provided by operating activities

     50,795       57,243  
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Payments for satellites and other property and equipment (including capitalized interest)

     (126,792     (52,392

Purchase of cost method investments

     —         (8,500

Capital contributions to unconsolidated affiliates

     (13,173     (11,110

Proceeds from insurance settlements

     1,547       —    
  

 

 

   

 

 

 

Net cash used in investing activities

     (138,418     (72,002
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Repayments of long-term debt

     —         (637,307

Proceeds from issuance of long-term debt

     —         402,500  

Debt issuance costs

     —         (12,683

Principal payments on deferred satellite performance incentives

     (6,087     (6,559

Proceeds from stock issuance, net of stock issuance costs

     —         224,250  

Dividends paid to noncontrolling interest

     (2,220     (1,424

Other financing activities

     —         1,636  
  

 

 

   

 

 

 

Net cash used in financing activities

     (8,307     (29,587
  

 

 

   

 

 

 

Effect of exchange rate changes on cash, cash equivalents and restricted cash

     153       (3,956
  

 

 

   

 

 

 

Net change in cash, cash equivalents and restricted cash

     (95,777     (48,302
  

 

 

   

 

 

 

Cash, cash equivalents, and restricted cash beginning of period

     622,675       511,254  
  

 

 

   

 

 

 

Cash, cash equivalents, and restricted cash end of period

     526,898       462,952  
  

 

 

   

 

 

 

Supplemental cash flow information:

    

Interest paid, net of amounts capitalized

   $ 318,866     $ 292,133  

Income taxes paid, net of refunds

     2,496       37,843  

Supplemental disclosure of non-cash investing activities:

    

Accrued capital expenditures

   $ (22,519   $ (4,197

Capitalization of deferred satellite performance incentives

     —         —    

 

14


INTELSAT S.A.

UNAUDITED RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES

TO FREE CASH FLOW FROM (USED IN) OPERATIONS

($ in thousands)

 

    

Three Months

Ended
June 30,

    Three Months
Ended
June 30,
 
     2017     2018  

Net cash provided by operating activities

   $ 50,795     $ 57,243  

Payments for satellites and other property and equipment (including capitalized interest)

     (126,792     (52,392
  

 

 

   

 

 

 

Free cash flow from (used in) operations

   $ (75,997   $ 4,851  
  

 

 

   

 

 

 

Note:

Free cash flow from (used in) operations consists of net cash provided by operating activities, less payments for satellites and other property and equipment (including capitalized interest) from investing activities and other payment for satellites from financing activities. Free cash flow from (used in) operations is not a measurement of cash flow under U.S. GAAP. Intelsat believes free cash flow from (used in) operations is a useful measure of financial performance that shows a company’s ability to fund its operations. Free cash flow from (used in) operations is used by Intelsat in comparing its performance to that of its peers and is commonly used by financial analysts and investors in assessing performance. Free cash flow from (used in) operations does not give effect to cash used for debt service requirements and thus does not reflect funds available for investment or other discretionary uses. Free cash flow from (used in) operations is not a measure of financial performance under U.S. GAAP, and free cash flow from (used in) operations may not be comparable to similarly titled measures of other companies. You should not consider free cash flow from (used in) operations as an alternative to operating income (loss) or net income (loss), determined in accordance with U.S. GAAP, as an indicator of Intelsat’s operating performance, or as an alternative to cash flows from operating activities, determined in accordance with U.S. GAAP, as an indicator of cash flows, or as a measure of liquidity.

 

15


INTELSAT S.A.

SUPPLEMENTAL TABLE

REVENUE BY CUSTOMER SET AND SERVICE TYPE

($ in thousands)

Intelsat management has reviewed the data pertaining to the use of the Intelsat network, and is providing revenue information with respect to that use by customer set and service type in the following tables. Intelsat management believes this provides a useful perspective on the changes in revenue and customer trends over time.

By Customer Set

 

                Three Months Ended June 30, 2018                                
    Three Months
Ended June 30,
2017
          Revenues
Without
the
Adoption of
ASC 606
          ASC 606
Adjustments
    Revenues
After the
Adoption of
ASC 606
          Increase
(Decrease)
With
Adoption of
ASC 606
    Percentage
Change
With
Adoption of
ASC 606
    Increase
(Decrease)
Without
Adoption of
ASC 606
    Percentage
Change
Without
Adoption of
ASC 606
 

Network Services

  $ 214,895       40   $ 198,367       39   $ 134     $ 198,501       37   $ (16,394     (8 )%    $ (16,528     (8 )% 

Media

    222,161       42       217,450       42       16,734       234,184       44       12,023       5       (4,711     (2

Government

    86,030       16       90,290       18       8,240       98,530       18       12,500       15       4,260       5  

Other

    10,143       2       6,433       1       66       6,499       1       (3,644     (36     (3,710     (37
 

 

 

     

 

 

     

 

 

   

 

 

     

 

 

     

 

 

   
  $ 533,229       100   $ 512,540       100   $ 25,174     $ 537,714       100   $ 4,485       1   $ (20,689     (4 )% 
 

 

 

     

 

 

     

 

 

   

 

 

     

 

 

     

 

 

   
By Service Type

 

                   
                Three Months Ended June 30, 2018                                
    Three Months
Ended June 30,
2017
          Revenues
Without
the
Adoption of
ASC 606
          ASC 606
Adjustments
    Revenues
After the
Adoption of
ASC 606
          Increase
(Decrease)
With
Adoption of
ASC 606
    Percentage
Change
With
Adoption of
ASC 606
    Increase
(Decrease)
Without
Adoption of
ASC 606
    Percentage
Change
Without
Adoption of
ASC 606
 

On-Network Revenues

                     

Transponder services

  $ 386,170       72   $ 368,563       72   $ 23,774     $ 392,337       73   $ 6,167       2   $ (17,607     (5 )% 

Managed services

    98,629       19       96,855       19       1,688       98,543       18       (86     (0     (1,774     (2

Channel

    1,051       0       1,132       0       —         1,132       0       81       8       81       8  
 

 

 

     

 

 

     

 

 

   

 

 

     

 

 

     

 

 

   

Total on-network revenues

    485,850       91       466,550       91       25,462       492,012       92       6,162       1       (19,300     (4

Off-Network and Other Revenues

                     

Transponder, MSS and other off-network services

    34,056       6       37,001       7       (354     36,647       7       2,591       8       2,945       9  

Satellite-related services

    13,323       3       8,989       2       66       9,055       2       (4,268     (32     (4,334     (33
 

 

 

     

 

 

     

 

 

   

 

 

     

 

 

     

 

 

   

Total off-network and other revenues

    47,379       9       45,990       9       (288     45,702       8       (1,677     (4     (1,389     (3
 

 

 

     

 

 

     

 

 

   

 

 

     

 

 

     

 

 

   

Total

  $ 533,229       100   $ 512,540       100   $ 25,174     $ 537,714       100   $ 4,485       1   $ (20,689     (4 )% 
 

 

 

     

 

 

     

 

 

   

 

 

     

 

 

     

 

 

   

Expected Range of 2H2018 Quarterly Revenue Increase (Decrease) as a Result of Adoption of ASC 606

 

     Three Months Ended
September 30, 2018
     Three Months Ended
December 31, 2018
 
     Range      Range  
     Low End      High End      Low End      High End  

Network Services

   $ (300    $ 1,700      $ (300    $ 1,300  

Media

     16,600        16,800        16,600        16,800  

Government

     8,239        8,239        8,239        8,239  

Satellite Services

     0        100        0        100  

Total ASC 606 Revenue Increase (net)

   $ 24,539      $ 26,839      $ 24,539      $ 26,439  

 

16

EX-99.2

Exhibit 99.2

Quarterly Commentary

Second Quarter 2018

April 1, 2018 - June 30, 2018

July 31, 2018

Second Quarter 2018 Performance Summary

In the second quarter of 2018 we advanced our operating priorities and completed capital markets transactions with significant benefits for our business. In the second quarter, we won a strategic contract for a custom payload on our Intelsat 39 satellite for services in Asia, sold new services and expanded our distribution network for our mobility services, entered into new and renewed contracts in our government business and welcomed new broadcasters to our media neighborhoods.

On January 1, 2018, we adopted the provisions of the Financial Accounting Standards Board Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). The most significant adjustments to our reported results were related to contracts with a significant financing component, typically with respect to our long-term media and government contracts for which a prepayment was received, which resulted in an increase in revenue and an increase in interest expense, both of which are non-cash. Only a small portion of our total contracts required accounting changes as a result of implementing ASC 606. This change further aligns Intelsat with international accounting practices consistent with our peer group.

 

LOGO

Total revenue was $538 million in the second quarter of 2018, an increase of $4 million, or 1 percent, as compared to the second quarter of 2017. Total revenue excluding the effects of ASC 606 was $513 million for the second quarter of 2018, a decline of $21 million, or 4 percent, as compared to the second quarter of 2017.

Net loss attributable to Intelsat S.A. was $47 million for the second quarter of 2018, as compared to net loss attributable to Intelsat S.A. of $24 million in the second quarter of 2017. Higher interest rate costs were the primary contributor to the greater loss.


Intelsat S.A.

Quarterly Commentary

2Q 2018

 

Adjusted EBITDA1, or earnings before interest, taxes, depreciation and amortization, of $416 million, or 77 percent of revenue, decreased from $418 million, or 78 percent of revenue, in the second quarter of 2017. Excluding the effects of ASC 606, Adjusted EBITDA was $391 million, or 76 percent of revenue, a decrease of $27.4 million, or 7 percent, as compared to the second quarter of 2017, primarily reflecting the overall lower revenue.

Factors reflected in the second quarter 2018 to second quarter 2017 comparison include: reduced volume from non-renewing data services, inclusive of point-to-point telecommunications infrastructure services, replaced by higher volume, but lower priced services on high-throughput capacity in certain regions and applications and non-renewals of certain media services. We continue to experience growth in revenue from commercial broadband mobility networks.

Contracted backlog at June 30, 2018 was $8.7 billion, inclusive of approximately $1.1 billion attributable to the effects of ASC 606. Excluding the effects of ASC 606, contracted backlog at June 30, 2018 was $7.5 billion, representing expected future revenue under existing contracts with customers, as compared to $7.6 billion at March 31, 2018. At approximately 3.5 times trailing 12 months revenue (from July 1, 2017 to June 30, 2018), our backlog remains sizable; we believe it provides a solid foundation for predictable cash flow and investment in our business. Nearly two-thirds of our backlog is related to our longer-term media contracts.

2018 Operational Priorities: Drive revenue stability and invest for growth, leveraging all assets and advancing our managed services and technology innovations to expand our market opportunities.

Our plan includes four operational priorities in 2018 which are designed to provide a stable foundation, developing new revenue sources that can provide growth in the near- to mid-term.

 

  1.

Leverage all assets within the Intelsat global network for maximum return. Further our momentum on our new assets and capture pre-launch commitments. Build on our market-leading neighborhoods, expansive ground network, growing managed services platform and strong commercial and government customer relationships to capture growth. Provide sector leadership by protecting and optimizing our spectrum rights.

 

   

The scale of our fleet and our global footprint positions Intelsat to serve the leading wireless, mobility and government users around the world. In the second quarter of 2018, Intelsat signed an agreement including a significant increase in volume from a previous commitment from the anchor customer on Intelsat 39, the Myanmar Ministry of Transportation and Communications (“MOTC”). The Intelsat 39 satellite is planned for launch in the second quarter of 2019, features a specially designed payload to provide 3G and 4G infrastructure for Myanmar, while also providing growth capacity at this orbital location for U.S. government applications.

 

   

Long-standing customer, TELE Greenland, extended its relationship with Intelsat well into the next decade, with services on our high-throughput satellite (“HTS”) Intelsat 35e. Satellite connectivity is an essential part of the TELE Greenland infrastructure.

 

2


Intelsat S.A.

Quarterly Commentary

2Q 2018

 

   

On July 12, 2018, European satellite operator, Eutelsat S.A., joined the Intelsat, Intel Corporation and SES S.A. C-band Joint Use Proposal presented to the United States Federal Communications Commission (“FCC”). Under the proposal, portions of the C-band spectrum in the 3.7-4.2 GHz range currently assigned to fixed satellite services operators in the United States would be made available for joint use with the wireless sector through a market-based solution managed by a satellite sector-led consortium.

A Notice of Proposed Rule Making (“NPRM”) was unanimously approved by the FCC in a July 12, 2018 Open Meeting. Once entered into the U.S. Federal Record, a 60-day comment period will begin, to be followed by a 30-day reply period.

Our joint proposal provides a breakthrough, market-based solution to protect the quality and reliability of the services we provide to users while accelerating access to spectrum for 5G deployments. We believe our proposal is well-positioned in the NPRM for the following reasons:

 

   

Our proposal could be implemented quickly and efficiently, addressing the emphasis for speed to making spectrum available for 5G services presented in the NPRM and in the individual comments of the FCC Commissioners.

 

   

Our proposal is the only one to address a key goal presented in the NPRM, which is to protect the valuable incumbent services provided in C-band today. Our proposal provides the reliability and the certainty that we and our customers need in order to continue providing services in the band.

We intend to continue to work constructively with the FCC, our customers and other stakeholders. The satellite operators will work to demonstrate our ability to efficiently implement our market-based proposal, protecting the C-band services environment from disruptive interference while clearing spectrum to accelerate the era of 5G in the U.S.

We believe that it is possible the FCC may issue its final Report and Order in early to mid-2019. However, we can provide no assurance as to the likelihood of the FCC’s acceptance of the various facets of our proposal, or the timing of a final ruling, all of which are in the control of the FCC.

 

  2.

Scale our IntelsatOne® Flex and other managed services across targeted commercial and government opportunities, including new services for growing applications and building strategic partnerships to amplify our marketing efforts.

 

   

Intelsat General announced a new managed service platform to supply aeronautical broadband solutions to the government sector. IntelsatOne FlexAir is a worldwide in-flight connectivity service designed for aircraft with high-performance requirements, such as manned and unmanned intelligence, surveillance and reconnaissance (“ISR”) aircraft. The global Ku-band platform is comprised of beams on our high-throughput Intelsat EpicNG satellites and our traditional wide-beam spacecraft. The service is compatible with multiple types of fuselage and tail-mounted antennas on both manned and unmanned aircraft.

The service allows customers to use existing Ku-band terminals on aircraft already in service just by adding a modem. This is far less expensive and time intensive than replacing a previously installed antenna. The managed service offers different subscription plans and committed information rates as high as 10 Mbps to the aircraft and 3 Mbps from the airframe, or even unlimited data allocations for use by heads of state and commanders.

 

3


Intelsat S.A.

Quarterly Commentary

2Q 2018

 

   

In the second quarter, Intelsat added maritime technology leader, Navarino, as a distributor of IntelsatOne Flex services, building geographic and sector depth, especially with respect to the shipping industry. IntelsatOne Flex equips service providers with higher throughput and the ability to create customized services as compared to other mobility solutions. Building on the first quarter 2018 addition of KDDI Corporation, which provides important distribution capability in Asia, Navarino joins a growing list of IntelsatOne Flex distributors.

 

  3.

Lead the industry in seamless implementation of satellite-based telecommunications solutions with the global telecommunications infrastructure. Invest in and develop innovative terminals and ground hardware, and participate in standards development, to realize Intelsat’s vision of simplified access and expanded use of satellite solutions.

 

   

Building upon Intelsat’s activity with the 3rd Generation Partnership Project (“3GPP”) through the Alliance for Telecommunications Industry Solutions (“ATIS”), Intelsat announced that it joined the Seamless Air Alliance, a consortium founded by Airbus, Airtel, Delta, OneWeb, and Sprint to usher in a new era of in-flight connectivity. The Seamless Air Alliance aims to drive standards development that will enable open innovation inside the cabin and facilitate a better, more seamless, inflight connectivity experience for passengers. The ultimate goal of the alliance is to empower mobile operators to extend their services into airline cabins. With satellite serving as the primary means of connecting aircraft, Intelsat will contribute to the integration of geostationary and low-Earth orbit satellite solutions into the hybrid network and help define standards, test equipment and develop service packages focused on the aeronautical sector.

 

  4.

Pursue continued financial discipline to maximize flexibility during a period of continued business transition.

 

   

Intelsat completed important steps in its plan to achieve enhancements in its capital structure, including addressing near-term maturities and reducing cash interest costs. The total capital raise of approximately $633 million included an issuance of common equity of approximately $230 million and a convertible debt issuance of approximately $403 million aggregate principal amount by Intelsat S.A.

 

   

In concert with the transactions, Intelsat announced a change in its capital investment guidance and strategy, moving to a less capital intensive plan over the near- to mid-term (see 2018 Outlook and Guidance, below).

In the mid-term, Intelsat is shifting to an emphasis on software-defined satellite designs. Software-defined satellites are expected to result in streamlined manufacturing, lowering costs, while using advanced software to define the satellite mission once in orbit. This next generation of technology is now advancing to include higher-throughput satellites that will be designed to provide maximum flexibility, increasing our ability to respond to new opportunities and shifts in the market. Given Intelsat’s industry leading collection of orbital rights, we believe we are well-positioned to maximize the strategic benefits of this emerging technology.

 

4


Intelsat S.A.

Quarterly Commentary

2Q 2018

 

2Q 2018 Business Highlights and Customer Set Performance

All 2018 comparisons are to 2017 unless noted otherwise

 

Network Services

 

Network services revenue was $199 million in the second quarter of 2018, a $16 million, or 8 percent, decrease from the prior year quarter. There were no significant adjustments attributable to ASC 606. The largest factors contributing to the year-over-year decline were non-renewals and contraction of services, the largest of which were point-to-point international trunking services and cellular backhaul services for customers in Latin America, as well as lower prices on renewing wide-beam business. In addition, $4 million of network services revenues were reclassified to our government customer set due to clarification of end-use applications. These declines were partially offset by growth in revenue from broadband mobility services for the commercial maritime sector.

   LOGO

As compared to the first quarter of 2018, network services revenue was stable, with growth in mobility solutions leveraging the Intelsat EpicNG high-throughput network offsetting non-renewals of point-to-point and other services.

Second Quarter Network Services Highlights and Business Trends:

Intelsat continues to build backlog commitments for our next generation Intelsat EpicNG fleet and managed services platforms, while also booking new business and renewals on our traditional satellites. In the second quarter of 2018, we continued to advance our goal of supporting, and seamlessly integrating with, wireless network infrastructure. Contracts in the wireless sector included:

 

   

The MOTC of Myanmar broadened its relationship with Intelsat, using our satellites to accelerate the deployment of the country’s 3G and 4G wireless communications infrastructure in Myanmar. The MOTC will utilize services on Intelsat 39, a Ku-and-C-band satellite which is scheduled to replace Intelsat 902 at 62°E in 2019. Under the new long-term agreement, which significantly increases an earlier commitment in terms of volume and term, Intelsat 39 will host a customized payload which includes C- and Ku-band satellite services optimized for the Myanmar requirement. The Government of Myanmar plans to use the connectivity to significantly enhance its existing infrastructure, as well as the networks of other mobile operators and media companies.

 

   

Vodacom International (“Vodacom”) renewed and expanded services supporting its African satellite wireless network. Under the multi-year commitment, Vodacom more than tripled its volume requirements, including the porting of services to Intelsat 37e. Vodacom is aggressively expanding its rural service territories to capture new growth and satisfy regulatory requirements. Intelsat provides Vodacom with a satellite-based solution that features higher-performance and use of solar power to achieve lower total cost of service economics in low population density regions.

 

5


Intelsat S.A.

Quarterly Commentary

2Q 2018

 

   

TELE Greenland renewed its commitment for services on Intelsat 35e, extending its commitment well into the next decade. The services are used by TELE Greenland for connectivity to remote corners of Greenland, supporting wireless and enterprise applications.

Enterprise networks are large private data networks that use satellite solutions because of geographic reach, efficient broadcast transmissions and reliability. Enterprise contracts signed in the second quarter of 2018 include:

 

   

A U.S.-based intergovernmental organization renewed a portfolio of services on five Intelsat satellites and added a multi-year commitment for new services on Intelsat 33e. The customer uses Intelsat services as part of a global network supporting security, logistics and administrative functions, as well as disaster recovery support.

 

   

Telespazio Brasil S.A. (“Telespazio”), a leading provider of satellite services in Brazil, signed a multi-transponder agreement for services on Intelsat 21. Telespazio will use the connectivity to sustain its enterprise and institutional data network business.

 

   

AT&T Corporation renewed a portfolio of services across the Intelsat North American fleet. Using services on four Intelsat satellites, the connectivity is used to support disaster recovery requirements, such as for private enterprise networks and U.S. government applications including the First Responder Network Authority (FirstNet) network.

Mobility services, which provide broadband connectivity to planes and ocean vessels, are fast growing applications which use our wide-beam satellites, Intelsat EpicNG satellites, and IntelsatOne Flex managed services. Mobility contracts signed in the second quarter include:

 

   

Gogo LLC, the global leader in providing broadband connectivity solutions and wireless entertainment to the aviation industry, signed a new agreement with Intelsat for services on the Intelsat 37e satellite. Gogo uses services on a number of Intelsat satellites, including five Intelsat EpicNG satellites, as part of its global passenger broadband aeronautical network.

On a global basis, growth opportunities for our network services business include increased demand for aeronautical and maritime mobility applications, and high-throughput capacity for fixed and mobile broadband applications for telecommunications providers and enterprise networks. Longer term, Intelsat’s strategy includes building seamless solutions for the land mobile sector, including connected cars and other forms of land transport.

 

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Intelsat S.A.

Quarterly Commentary

2Q 2018

 

Media

 

Media revenue was $234 million in the second quarter of 2018, a $12 million, or 5 percent increase, when compared to the prior year quarter. Excluding $17 million of revenue attributable to ASC 606, media revenue in the second quarter declined by $5 million, or 2 percent, to $217 million as compared to the second quarter of 2017. This decline reflects revenue from cash basis customers and termination fees in the second quarter of 2017 which did not occur in the current period, and non-renewals in North America, Africa, the Middle East and Latin America, partially offset by new revenues recognized in the second quarter of 2018 from managed services and fees earned from third-party satellites.

 

As compared to the first quarter of 2018, media revenues decreased by $5 million, or 2 percent. The decline was primarily due to lower revenues from transponder services in the Africa, Middle East and

   LOGO
North America regions as a result of non-renewals, partially offset by net growth in managed video solutions. The impact of ASC 606 was constant between the first and second quarters of 2018 and thus is not a factor in the comparison of the two periods.

Second Quarter Media Highlights and Business Trends:

Business activity was driven primarily by renewing contracts related to Intelsat’s media distribution neighborhoods in North America.

 

    C-SPAN, the Washington, D.C.-based public affairs network, signed a new long-term contract for C-band distribution, IntelsatOne transport and uplink services and associated in-orbit protection services on Intelsat’s Galaxy 14 satellite, one of the premier video neighborhoods in North America, reaching more than 100 million households in the United States. Galaxy 14 is planned for replacement by Galaxy 30 in 2020.

Our next media satellite will be Intelsat 38, which is primarily designed to replace capacity for an existing Intelsat satellite as well as provide growth capacity for direct-to-home applications for Central and Eastern Europe and Asia. We are responding to the trends in our media business by emphasizing the introduction of new products beyond traditional broadcast services. We also aim to expand the types of services we provide to our media customers, particularly those who distribute content globally, where we can leverage our fleet and our IntelsatOne terrestrial network.

 

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Intelsat S.A.

Quarterly Commentary

2Q 2018

 

Government

 

Sales to government customers generated revenue of $99 million in the second quarter of 2018, a $13 million, or 15 percent, increase as compared to the prior year quarter. Excluding $8 million of revenue attributable to ASC 606, government revenue in the second quarter increased by $4 million, or 5 percent, to $90 million as compared to the second quarter of 2017. The increase in the period primarily reflects the reclassification of $4 million in revenue from our network services business to government.

 

As compared to the first quarter of 2018, revenue increased by $1 million, or 1 percent. The impact of

   LOGO
ASC 606 was constant between the first and second quarters of 2018, and thus is not a factor in the comparison of the two periods. The slight increase reflects modest growth in revenue from off-network transponder services.

On-Network revenue represented 62 percent of government services in the second quarter of 2018, as compared to 65 percent in the second quarter of 2017.

Second Quarter Government Highlights and Business Trends:

The pace of RFP issuances and subsequent awards for new programs remains modestly improved from 2017 levels. We note continued reliance on LPTA (lowest price, technically acceptable) as the predominant evaluation criteria for awards of new transponder services contracts.

 

    At the close of the second quarter, Intelsat General had successfully retired nearly all of its 2018 renewal risk, through awards of new contracts for re-competed business or extensions of current contracts for an additional period of one year. This reduces our exposure to pricing pressure that exists in the current environment, depending upon the solution required and region served, especially given the increasing reliance by the U.S. government on LPTA evaluation criteria.

 

    Intelsat General’s track record of strong renewal win rates continued in the second quarter of 2018. Intelsat General renewed over 1,000 MHz of services, achieving a near perfect renewal rate, with a combination of on- and off-network services.

 

    In April 2018, a Leidos-led team including Intelsat General was awarded a hosted payload program by the U.S. Federal Aviation Administration. As previously disclosed, the payload supports aircraft navigation, and is planned to be integrated on the Intelsat Galaxy 30 satellite which is currently under construction.

Over the mid-term, our strategy to grow our government business includes the introduction of several new services based upon our differentiated capacity, including Intelsat EpicNG high throughput capabilities, designed to address expected U.S. government demand for aeronautical and ground mobile applications This includes the recently announced IntelsatOne FlexAir managed service detailed above, which leverages the growth capacity provided by our next generation Intelsat EpicNG HTS services.

 

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Intelsat S.A.

Quarterly Commentary

2Q 2018

 

Fleet and Operations Update

Intelsat’s average fill rate on our approximately 1,850 station-kept wide-beam transponders was 79 percent at June 30, 2018.

As of June 30, 2018, the HTS Intelsat EpicNG unit count was approximately 1,150 units in service, stable in comparison to the Intelsat EpicNG transponder count at March 31, 2018.

Our two launches for 2018, Intelsat 38 and Horizons 3e, are planned for launch on a single Arianespace rocket in September 2018.

Intelsat currently has seven satellites covered by our 2018 to 2020 capital expenditure plan, three of which are in the design and manufacturing phase or recently launched. The remaining four satellites are replacement satellites, for which manufacturing contracts have not yet been signed. In addition, we are working on one custom payload being built on a third-party satellite and a separate joint venture satellite which do not require capital expenditures, each noted below as a “Non-Capex Satellite.”

Our fleet plan includes the use of mission extension vehicles, or “MEVs,” to extend the operational life of two of our wide-beam satellites, which reduces overall capital expenditures in the near- to mid-term, but will increase operating expenses as each MEV enters service.

Our owned satellites, third-party payloads and a joint venture project currently in the design and manufacturing stages are noted below. Intelsat EpicNG-class satellites are noted with a small “e” following the satellite number.

 

Satellite

   Follows    Orbital
Location
  Launch Provider    Estimated
Launch
Date
   Estimated
In-Service
Date
   Application

Intelsat 39

   IS-902    62°E   Arianespace Ariane 5    2Q 2019    3Q 2019    Broadband Infrastructure

Galaxy 30

   G-14    235°E   Arianespace Ariane 5    2020    2020    Media, Broadband

Non-Capex

Satellite

   Follows    Orbital
Location
  Launch Provider    Estimated
Launch
Date
   Estimated
In-Service

Date
   Application

Intelsat 38

   IS-904, G-11    45°E   Arianespace Ariane 5    Sept 2018    1Q 2019    Media, Broadband

Horizons 3e

   IS-805    169°E   Arianespace Ariane 5    Sept 2018    1Q 2019    Broadband Infrastructure

 

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Intelsat S.A.

Quarterly Commentary

2Q 2018

 

Cash Flows

During the second quarter of 2018, net cash provided by operating activities was $57 million. Cash paid for interest was $299 million, of which $7 million was capitalized. Under our existing debt agreements, Intelsat makes significantly greater interest payments in the second and fourth quarters as compared to the first and third quarters of the year.

Capital expenditures were $52 million, resulting in free cash flow from operations1 of $5 million for the second quarter of 2018.

Our ending cash balance at June 30, 2018 was $444 million.

Capital Markets and Debt Transactions

On May 2, 2018, pursuant to a previously issued notice of redemption, Intelsat (Luxembourg) S.A. (“Intelsat Luxembourg”) redeemed $46.0 million aggregate principal amount of its 6  34% Senior Notes due 2018 and in June 2018 repaid the remaining outstanding principal at maturity, retiring this issue in its entirety.

On June 14, 2018, Intelsat S.A. completed an offering of 15,498,652 common shares, nominal value $0.01 per share (the “Common Shares”), at a public offering price of $14.84 per common share, with total gross proceeds of approximately $230 million. In addition, on June 18, 2018, Intelsat S.A. completed an offering of approximately $403 million aggregate principal amount of its newly issued 4.5% Convertible Senior Notes due 2025 (the “2025 Convertible Notes”). These notes are guaranteed by a direct subsidiary of Intelsat Luxembourg, Intelsat Envision Holdings LLC (“Intelsat Envision”).

The net proceeds from the Common Shares offering and 2025 Convertible Notes offering were used to repurchase approximately $600 million principal amount of Intelsat Luxembourg’s 7.75% Senior Notes due 2021 in privately negotiated transactions with individual holders in June 2018. We intend to use any remaining proceeds for further debt repurchases and general corporate purposes.

The repurchased Intelsat Luxembourg 7.75% Senior Notes due 2021 remain outstanding and are currently held by Intelsat Envision. Intelsat Envision currently intends to use the interest received on these notes in part to fund the interest payments required under the Intelsat S.A. 2025 Convertible Notes, as well as to build cash to fund principal at maturity on the remaining outstanding Intelsat Luxembourg 7.75% Senior Notes due 2021. This transaction puts into place a structure similar to that implemented in early 2017 to address the repayment of Intelsat Luxembourg’s 6.75% Senior Notes due 2018 at maturity, discussed above.

Our successful June 2018 transactions provide a path to further enhance our capital structure through ongoing capital markets activities. We appreciate the continued support of the investment community as we further execute on this 2018 operating priority.

 

10


Intelsat S.A.

Quarterly Commentary

2Q 2018

 

2018 Outlook & Guidance

 

   

Intelsat reaffirmed its 2018 revenue and Adjusted EBITDA guidance issued on February 26, 2018.

 

   

Intelsat reaffirmed the capital expenditure guidance updated on June 11, 2018.

 

   

Intelsat introduced cash tax guidance for 2018 and a modeling assumption range for future periods.

We expect the following results, excluding the effects of ASC 606:

Revenue Guidance: We expect full-year 2018 revenue in a range of $2.060 billion to $2.110 billion.

Adjusted EBITDA Guidance: Intelsat forecasts Adjusted EBITDA performance for the full-year 2018 to be in a range of $1.560 billion to $1.605 billion.

Capital Expenditure Guidance:

Over the next three years we are in a cycle of lower required investment, due to timing of replacement satellites and smaller satellites being built. We are committed to our 2018 operating priority to incorporate new innovations into our fleet development program. The new initiatives are planned to allow us to achieve a lower cost-per-bit for our global fleet while also attaining lower overall capital intensity to support operations. Innovations will contribute to commercial flexibility and strong competitive positioning and include:

 

   

driving development of commercially-scaled software-definable satellites;

 

   

leveraging new manufacturing practices;

 

   

use of mission extension vehicles; and

 

   

increased use of reusable rocket launchers.

See “2018 Operational Priorities: Pursue continued financial discipline” above.

We expect the following capital expenditure ranges:

 

   

2018: $300 million to $350 million;

 

   

2019: $325 million to $400 million; and

 

   

2020: $300 million to $400 million.

Our capital expenditure guidance includes capitalized interest. Capitalized interest is expected to average approximately $40 million annually during the guidance period.

In adjusting our capital expenditure guidance downward on June 11, 2018, Intelsat incorporated two primary changes: the deferral of a new satellite order from 2018 to 2019, and a reduction in assumed launch costs related to operational and supply improvements in the launch sector.

By early 2019, we plan to have completed the investment program in the current series of Intelsat EpicNG HTS and payloads, thereby increasing our total transmission capacity. By the conclusion of the guidance period at the end of 2020, the net number of transponder equivalents is expected to increase by a compound annual growth rate (“CAGR”) of approximately 5 percent, reflecting the net activity of satellites entering and leaving service during the guidance period. Capital expenditure incurrence is subject to the timing of achievement of contract, satellite manufacturing, launch and other milestones.

 

11


Intelsat S.A.

Quarterly Commentary

2Q 2018

 

Cash Taxes: We expect cash taxes in 2018 to be approximately $55 million to $65 million. In future periods, we expect cash taxes to range from $30 million to $40 million annually.

Stephen Spengler, Chief Executive Officer, Intelsat S.A.

Jacques Kerrest, Executive Vice President and Chief Financial Officer, Intelsat S.A.

 

1 

In this quarterly commentary, financial measures are presented both in accordance with U.S. GAAP and also on a non-U.S. GAAP basis. EBITDA, Adjusted EBITDA (“AEBITDA”), free cash flow from (used in) operations and related margins included in this commentary are non-U.S. GAAP financial measures. Please see the consolidated financial information found in our earnings release and available on our website for information reconciling non-U.S. GAAP financial measures to comparable U.S. GAAP financial measures.

 

12


Intelsat S.A.

Quarterly Commentary

2Q 2018

 

Safe Harbor Statement

Some of the information and statements contained in this quarterly commentary and certain oral statements made from time to time by representatives of Intelsat constitute “forward-looking statements” that do not directly or exclusively relate to historical facts. When used in this earnings release, the words “may,” “will,” “might,” “should,” “expect,” “plan,” “anticipate,” “project,” “believe,” “estimate,” “predict,” “intend,” “potential,” “outlook,” and “continue,” and the negative of these terms, and other similar expressions are intended to identify forward-looking statements and information. Forward-looking statements include: statements regarding our guidance regarding our expectation that the launches of our satellites in the future will position us for growth; our plans for satellite launches in the near to mid-term; our intention to maximize the value of our spectrum rights, including the pursuit of partnerships to optimize new satellite business cases and the exploration of joint use of certain spectrum with the wireless sector in certain geographies; our expectations as to the potential timing of a final FCC ruling with respect to our C-band Joint Use Proposal; guidance regarding our expectations for our revenue performance and Adjusted EBITDA performance; our capital expenditure guidance over the next several years; our belief that the scale of our fleet can reduce the financial impact of satellite or launch failures and protect against service interruptions; our belief that the diversity of our revenue and customer base allow us to recognize trends across regions and capture new growth opportunities; our expectation that developing differentiated services and investing in new technology will allow us to unlock essential opportunities; our expectations as to the increased number of transponder equivalents on our fleet over the next several years; and our expectations as to the level of our cash tax payments in the future.

The forward-looking statements reflect Intelsat’s intentions, plans, expectations, anticipations, projections, estimations, predictions, outlook, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, many of which are outside of Intelsat’s control. Important factors that could cause actual results to differ materially from the expectations expressed or implied in the forward-looking statements include known and unknown risks. Some of the factors that could cause actual results to differ from historical results or those anticipated or predicted by these forward-looking statements include: risks associated with operating our in-orbit satellites; satellite anomalies, launch failures, satellite launch and construction delays and in-orbit failures or reduced performance; potential changes in the number of companies offering commercial satellite launch services and the number of commercial satellite launch opportunities available in any given time period that could impact our ability to timely schedule future launches and the prices we pay for such launches; our ability to obtain new satellite insurance policies with financially viable insurance carriers on commercially reasonable terms or at all, as well as the ability of our insurance carriers to fulfill their obligations; possible future losses on satellites that are not adequately covered by insurance; U.S. and other government regulation; changes in our contracted backlog or expected contracted backlog for future services; pricing pressure and overcapacity in the markets in which we compete; our ability to access capital markets for debt or equity; the competitive environment in which we operate; customer defaults on their obligations to us; our international operations and other uncertainties associated with doing business internationally; and litigation. Known risks include, among others, the risks described in Intelsat’s Annual Report on Form 20-F for the year ended December 31, 2017, and its other filings with the U.S. Securities and Exchange Commission, the political, economic and legal conditions in the markets we are targeting for communications services or in which we operate, and other risks and uncertainties inherent in the telecommunications business in general and the satellite communications business in particular. Because actual results could differ materially from Intelsat’s intentions, plans, expectations, anticipations, projections, estimations, predictions, outlook, assumptions and beliefs about the future, you are urged to view all forward-looking statements with caution. Intelsat does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact

Dianne VanBeber

Vice President, Investor Relations

dianne.vanbeber@intelsat.com

+1 703-559-7406

 

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