CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 17. CONDENSED CONSOLIDATING FINANCIAL INFORMATION In connection with the Company’s issuance of the 2013 8.00% Notes, certain of the Company’s 100% owned domestic subsidiaries (the “Guarantor Subsidiaries”) fully, unconditionally, jointly, and severally guaranteed the payment obligations under these notes. The following condensed financial information sets forth, on a consolidating basis, the balance sheets, statements of operations and comprehensive income (loss) and statements of cash flows for Globalstar, Inc. (“Parent Company”), the Guarantor Subsidiaries and the Parent Company’s other subsidiaries (the “Non-Guarantor Subsidiaries”). Globalstar, Inc. Condensed Consolidating Balance Sheet As of December 31, 2016 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Consolidated (In Thousands) ASSETS Current assets: Cash and cash equivalents $ 7,259 $ 1,327 $ 1,644 $ — $ 10,230 Accounts receivable, net of allowance 5,938 6,340 2,941 — 15,219 Intercompany receivables 897,691 678,707 32,040 (1,608,438 ) — Inventory 2,266 4,354 1,473 — 8,093 Prepaid expenses and other current assets 1,570 955 2,063 — 4,588 Total current assets 914,724 691,683 40,161 (1,608,438 ) 38,130 Property and equipment, net 1,031,623 3,708 4,384 4 1,039,719 Restricted cash 37,983 — — — 37,983 Intercompany notes receivable 8,901 — 6,436 (15,337 ) — Investment in subsidiaries (280,557 ) 73,029 36,146 171,382 — Prepaid second-generation ground costs — — — — — Intangibles and other assets, net 15,259 128 1,407 (12 ) 16,782 Total assets $ 1,727,933 $ 768,548 $ 88,534 $ (1,452,401 ) $ 1,132,614 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 75,755 $ — $ — $ — $ 75,755 Debt restructuring fees 20,795 — — — 20,795 Accounts payable 2,624 3,490 1,385 — 7,499 Accrued contract termination charge 18,451 — — — 18,451 Accrued expenses 10,573 5,884 6,705 — 23,162 Intercompany payables 636,336 750,084 221,980 (1,608,400 ) — Payables to affiliates 309 — — — 309 Deferred revenue 1,576 19,304 5,599 — 26,479 Total current liabilities 766,419 778,762 235,669 (1,608,400 ) 172,450 Long-term debt, less current portion 500,524 — — — 500,524 Employee benefit obligations 4,883 — — — 4,883 Intercompany notes payable 6,435 — 8,901 (15,336 ) — Derivative liabilities 281,171 — — — 281,171 Deferred revenue 5,567 299 11 — 5,877 Other non-current liabilities 1,115 325 4,450 — 5,890 Total non-current liabilities 799,695 624 13,362 (15,336 ) 798,345 Stockholders' equity (deficit) 161,819 (10,838 ) (160,497 ) 171,335 161,819 Total liabilities and shareholders' equity (deficit) $ 1,727,933 $ 768,548 $ 88,534 $ (1,452,401 ) $ 1,132,614 Globalstar, Inc. Condensed Consolidating Balance Sheet As of December 31, 2015 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Consolidated (In thousands) ASSETS Current assets: Cash and cash equivalents $ 3,530 $ 719 $ 3,227 $ — $ 7,476 Accounts receivable, net of allowance 4,860 5,215 4,461 — 14,536 Intercompany receivables 839,215 609,500 54,507 (1,503,222 ) — Inventory 2,148 6,321 3,554 — 12,023 Prepaid expenses and other current assets 2,399 291 1,766 — 4,456 Total current assets 852,152 622,046 67,515 (1,503,222 ) 38,491 Property and equipment, net 1,069,605 3,722 4,587 (354 ) 1,077,560 Restricted cash 37,918 — — — 37,918 Intercompany notes receivable 12,037 — 5,355 (17,392 ) — Investment in subsidiaries (274,453 ) 58,686 32,945 182,822 — Prepaid second-generation ground costs 8,929 — — — 8,929 Intangible and other assets, net 11,384 280 464 (11 ) 12,117 Total assets $ 1,717,572 $ 684,734 $ 110,866 $ (1,338,157 ) $ 1,175,015 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current portion of long-term debt $ 32,835 $ — $ — $ — $ 32,835 Accounts payable 4,292 2,439 1,387 — 8,118 Accrued contract termination charge 19,121 — — — 19,121 Accrued expenses 9,816 6,949 5,674 — 22,439 Intercompany payables 585,091 706,913 211,188 (1,503,192 ) — Payables to affiliates 616 — — — 616 Deferred revenue 1,980 17,722 4,200 — 23,902 Total current liabilities 653,751 734,023 222,449 (1,503,192 ) 107,031 Long-term debt, less current portion 548,286 — — — 548,286 Employee benefit obligations 4,810 — — — 4,810 Intercompany notes payable 5,563 — 11,818 (17,381 ) — Derivative liabilities 239,642 — — — 239,642 Deferred revenue 6,027 386 — — 6,413 Debt restructuring fees 20,795 — — — 20,795 Other non-current liabilities 1,567 305 9,035 — 10,907 Total non-current liabilities 826,690 691 20,853 (17,381 ) 830,853 Stockholders' equity (deficit) 237,131 (49,980 ) (132,436 ) 182,416 237,131 Total liabilities and shareholders' equity (deficit) $ 1,717,572 $ 684,734 $ 110,866 $ (1,338,157 ) $ 1,175,015 Globalstar, Inc. Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Year Ended December 31, 2016 Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenue: Service revenues $ 70,460 $ 34,428 $ 43,130 $ (64,949 ) $ 83,069 Subscriber equipment sales 584 9,380 6,545 (2,717 ) 13,792 Total revenue 71,044 43,808 49,675 (67,666 ) 96,861 Operating expenses: Cost of services (exclusive of depreciation, amortization and accretion shown separately below) 20,569 5,929 10,976 (5,566 ) 31,908 Cost of subscriber equipment sales 207 7,481 4,931 (2,712 ) 9,907 Marketing, general and administrative 21,691 4,847 73,679 (59,235 ) 40,982 Reduction in the value of long-lived assets 350 — — — 350 Depreciation, amortization and accretion 75,896 802 1,054 (362 ) 77,390 Total operating expenses 118,713 19,059 90,640 (67,875 ) 160,537 Income (loss) from operations (47,669 ) 24,749 (40,965 ) 209 (63,676 ) Other income (expense): Gain (loss) on equity issuance 2,789 — (389 ) — 2,400 Interest income and expense, net of amounts capitalized (35,754 ) (24 ) (164 ) (10 ) (35,952 ) Derivative loss (41,531 ) — — — (41,531 ) Equity in subsidiary earnings (9,803 ) (15,670 ) — 25,473 — Other (678 ) 92 17 139 (430 ) Total other income (expense) (84,977 ) (15,602 ) (536 ) 25,602 (75,513 ) Income (loss) before income taxes (132,646 ) 9,147 (41,501 ) 25,811 (139,189 ) Income tax expense (benefit) — 18 (6,561 ) — (6,543 ) Net income (loss) $ (132,646 ) $ 9,129 $ (34,940 ) $ 25,811 $ (132,646 ) Defined benefit pension plan liability adjustment 221 — — — 221 Net foreign currency translation adjustment — — (759 ) (7 ) (766 ) Total comprehensive income (loss) $ (132,425 ) $ 9,129 $ (35,699 ) $ 25,804 $ (133,191 ) Globalstar, Inc. Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Year Ended December 31, 2015 Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenue: Service revenues $ 66,024 $ 30,803 $ 37,887 $ (60,590 ) $ 74,124 Subscriber equipment sales 808 12,093 8,444 (4,979 ) 16,366 Total revenue 66,832 42,896 46,331 (65,569 ) 90,490 Operating expenses: Cost of services (exclusive of depreciation, amortization and accretion shown separately below) 18,775 6,474 12,348 (6,982 ) 30,615 Cost of subscriber equipment sales 64 10,580 6,147 (4,977 ) 11,814 Marketing, general and administrative 19,492 5,758 65,660 (53,492 ) 37,418 Depreciation, amortization and accretion 75,313 1,203 1,212 (481 ) 77,247 Total operating expenses 113,644 24,015 85,367 (65,932 ) 157,094 Income (loss) from operations (46,812 ) 18,881 (39,036 ) 363 (66,604 ) Other income (expense): Loss on extinguishment of debt (2,254 ) — — — (2,254 ) Loss on equity issuance (6,663 ) — — — (6,663 ) Interest income and expense, net of amounts capitalized (35,301 ) (27 ) (536 ) 10 (35,854 ) Derivative gain 181,860 — — — 181,860 Equity in subsidiary earnings (19,467 ) (13,345 ) — 32,812 — Other 959 465 1,599 206 3,229 Total other income (expense) 119,134 (12,907 ) 1,063 33,028 140,318 Income (loss) before income taxes 72,322 5,974 (37,973 ) 33,391 73,714 Income tax expense — 34 1,358 — 1,392 Net income (loss) $ 72,322 $ 5,940 $ (39,331 ) $ 33,391 $ 72,322 Defined benefit pension plan liability adjustment 787 — — — 787 Net foreign currency translation adjustment — — (2,742 ) 20 (2,722 ) Total comprehensive income (loss) $ 73,109 $ 5,940 $ (42,073 ) $ 33,411 $ 70,387 Globalstar, Inc. Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Year Ended December 31, 2014 Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenue: Service revenues $ 75,590 $ 5,069 $ 22,252 $ (33,088 ) $ 69,823 Subscriber equipment sales 434 14,568 11,212 (5,973 ) 20,241 Total revenue 76,024 19,637 33,464 (39,061 ) 90,064 Operating expenses: Cost of services (exclusive of depreciation, amortization and accretion shown separately below) 11,320 9,586 9,401 (639 ) 29,668 Cost of subscriber equipment sales 2,220 9,492 11,861 (8,716 ) 14,857 Cost of subscriber equipment sales - reduction in the value of inventory 7,362 6,776 7,546 — 21,684 Marketing, general and administrative 7,171 16,253 14,947 (4,851 ) 33,520 Reduction in the value of long-lived assets 44 40 — — 84 Depreciation, amortization and accretion 76,656 10,176 25,270 (25,956 ) 86,146 Total operating expenses 104,773 52,323 69,025 (40,162 ) 185,959 Income (loss) from operations (28,749 ) (32,686 ) (35,561 ) 1,101 (95,895 ) Other income (expense): Loss on extinguishment of debt (39,846 ) — — — (39,846 ) Loss on equity issuance (748 ) — — — (748 ) Interest income and expense, net of amounts capitalized (42,636 ) (34 ) (563 ) — (43,233 ) Derivative loss (286,049 ) — — — (286,049 ) Equity in subsidiary earnings (67,150 ) (4,734 ) — 71,884 — Other 2,312 593 1,411 (530 ) 3,786 Total other income (expense) (434,117 ) (4,175 ) 848 71,354 (366,090 ) Income (loss) before income taxes (462,866 ) (36,861 ) (34,713 ) 72,455 (461,985 ) Income tax expense — 20 861 — 881 Net income (loss) $ (462,866 ) $ (36,881 ) $ (35,574 ) $ 72,455 $ (462,866 ) Defined benefit pension plan liability adjustment (2,467 ) — — — (2,467 ) Net foreign currency translation adjustment — — (1,320 ) 18 (1,302 ) Total comprehensive income (loss) $ (465,333 ) $ (36,881 ) $ (36,894 ) $ 72,473 $ (466,635 ) Globalstar, Inc. Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2016 Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Net cash provided by (used in) operating activities: $ 8,642 $ 1,307 $ (1,136 ) $ — $ 8,813 Cash flows used in investing activities: Second-generation network costs (including interest) (12,901 ) — (269 ) — (13,170 ) Property and equipment additions (8,453 ) (699 ) (233 ) — (9,385 ) Purchase of intangible assets (1,996 ) (1,996 ) Change in restricted cash (65 ) — — — (65 ) Net cash used in investing activities (23,415 ) (699 ) (502 ) — (24,616 ) Cash flows provided by (used in) financing activities: Principal payments of the Facility Agreement (32,835 ) — — — (32,835 ) Proceeds from issuance of stock to Terrapin 48,000 — — — 48,000 Proceeds from issuance of common stock and exercise of options and warrants 3,337 — — — 3,337 Net cash provided by financing activities 18,502 — — — 18,502 Effect of exchange rate changes on cash — — 55 — 55 Net increase (decrease) in cash and cash equivalents 3,729 608 (1,583 ) — 2,754 Cash and cash equivalents, beginning of period 3,530 719 3,227 — 7,476 Cash and cash equivalents, end of period $ 7,259 $ 1,327 $ 1,644 $ — $ 10,230 Globalstar, Inc. Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2015 Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Net cash provided by (used in) operating activities: $ (2,349 ) $ 1,767 $ 2,744 $ — $ 2,162 Cash flows used in investing activities: Second-generation network costs (including interest) (25,195 ) — — — (25,195 ) Property and equipment additions (2,608 ) (1,720 ) (1,195 ) — (5,523 ) Purchase of intangible assets (2,520 ) — — — (2,520 ) Investment in businesses (240 ) — — — (240 ) Net cash used in investing activities (30,563 ) (1,720 ) (1,195 ) — (33,478 ) Cash flows provided by (used in) financing activities: Principal payments of the Facility Agreement (6,450 ) — — — (6,450 ) Proceeds from issuance of stock to Terrapin 39,000 — — — 39,000 Proceeds from issuance of common stock and exercise of options and warrants 726 — 726 Net cash provided by financing activities 33,276 — — — 33,276 Effect of exchange rate changes on cash — — (1,605 ) — (1,605 ) Net increase (decrease) in cash and cash equivalents 364 47 (56 ) — 355 Cash and cash equivalents, beginning of period 3,166 672 3,283 — 7,121 Cash and cash equivalents, end of period $ 3,530 $ 719 $ 3,227 $ — $ 7,476 Globalstar, Inc. Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2014 Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Net cash provided by operating activities $ 2,770 $ 983 $ 228 $ — $ 3,981 Cash flows used in investing activities: Second-generation network costs (including interest) (14,604 ) — — — (14,604 ) Property and equipment additions (1,876 ) (987 ) (414 ) — (3,277 ) Purchase of intangible assets (1,396 ) — — — (1,396 ) Net cash used in investing activities (17,876 ) (987 ) (414 ) — (19,277 ) Cash flows provided by (used in) financing activities: Principal payments of the Facility Agreement (4,046 ) — — — (4,046 ) Payment of deferred financing costs (164 ) — — — (164 ) Proceeds from issuance of common stock and exercise of options and warrants 9,547 — — — 9,547 Net cash provided by financing activities 5,337 — — — 5,337 Effect of exchange rate changes on cash — — (328 ) — (328 ) Net increase (decrease) in cash and cash equivalents (9,769 ) (4 ) (514 ) — (10,287 ) Cash and cash equivalents, beginning of period 12,935 676 3,797 — 17,408 Cash and cash equivalents, end of period $ 3,166 $ 672 $ 3,283 $ — $ 7,121 |