Condensed Consolidating Financial Information | 9. 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 the 2013 8.00% Notes. The following financial information sets forth, on a consolidating basis, the balance sheets, statements of operations and statements of cash flows for Globalstar, Inc. (the “Parent Company”), for the Guarantor Subsidiaries and for the Parent Company’s other subsidiaries (the “Non-Guarantor Subsidiaries”). The condensed consolidating financial information has been prepared pursuant to the rules and regulations for condensed financial information and does not include disclosures included in annual financial statements. The principal eliminating entries eliminate investments in subsidiaries, intercompany balances and intercompany revenues and expenses. Globalstar, Inc. Condensed Consolidating Statement of Operations Three Months Ended June 30, 2017 (Unaudited) Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenue: Service revenues $ 18,685 $ 9,846 $ 13,096 $ (17,326 ) $ 24,301 Subscriber equipment sales 60 3,702 1,491 (1,431 ) 3,822 Total revenue 18,745 13,548 14,587 (18,757 ) 28,123 Operating expenses: Cost of services (exclusive of depreciation, amortization, and accretion shown separately below) 6,415 1,403 1,974 (756 ) 9,036 Cost of subscriber equipment sales 32 3,106 1,525 (1,885 ) 2,778 Marketing, general and administrative 5,312 997 19,357 (16,122 ) 9,544 Depreciation, amortization and accretion 19,101 120 54 — 19,275 Total operating expenses 30,860 5,626 22,910 (18,763 ) 40,633 Income (loss) from operations (12,115 ) 7,922 (8,323 ) 6 (12,510 ) Other income (expense): Gain on equity issuance 1,964 — — — 1,964 Interest income and expense, net of amounts capitalized (8,829 ) 7 (32 ) 4 (8,850 ) Derivative loss (77,130 ) — — — (77,130 ) Equity in subsidiary earnings (loss) (1,282 ) (4,076 ) — 5,358 — Other (1,342 ) (337 ) (418 ) (5 ) (2,102 ) Total other income (expense) (86,619 ) (4,406 ) (450 ) 5,357 (86,118 ) Income (loss) before income taxes (98,734 ) 3,516 (8,773 ) 5,363 (98,628 ) Income tax expense — 4 102 — 106 Net income (loss) $ (98,734 ) $ 3,512 $ (8,875 ) $ 5,363 $ (98,734 ) Comprehensive income (loss) $ (98,734 ) $ 3,512 $ (8,911 ) $ 5,354 $ (98,779 ) Globalstar, Inc. Condensed Consolidating Statement of Operations Three Months Ended June 30, 2016 (Unaudited) Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenue: Service revenues $ 10,944 $ 10,863 $ 10,689 $ (11,526 ) $ 20,970 Subscriber equipment sales 96 2,774 1,997 (751 ) 4,116 Total revenue 11,040 13,637 12,686 (12,277 ) 25,086 Operating expenses: Cost of services (exclusive of depreciation, amortization, and accretion shown separately below) 5,135 1,034 2,702 (934 ) 7,937 Cost of subscriber equipment sales 43 2,112 1,478 (747 ) 2,886 Marketing, general and administrative 5,430 1,322 16,219 (11,521 ) 11,450 Depreciation, amortization and accretion 18,851 206 288 (121 ) 19,224 Total operating expenses 29,459 4,674 20,687 (13,323 ) 41,497 Income (loss) from operations (18,419 ) 8,963 (8,001 ) 1,046 (16,411 ) Other income (expense): Loss on equity issuance (2,075 ) — — — (2,075 ) Interest income and expense, net of amounts capitalized (9,000 ) (3 ) (47 ) 1 (9,049 ) Derivative gain 40,499 — — — 40,499 Equity in subsidiary earnings (loss) 2,924 (968 ) — (1,956 ) — Other 170 92 328 95 685 Total other income (expense) 32,518 (879 ) 281 (1,860 ) 30,060 Income (loss) before income taxes 14,099 8,084 (7,720 ) (814 ) 13,649 Income tax benefit — — (450 ) — (450 ) Net income (loss) $ 14,099 $ 8,084 $ (7,270 ) $ (814 ) $ 14,099 Comprehensive income (loss) $ 14,099 $ 8,084 $ (8,195 ) $ (814 ) $ 13,174 Globalstar, Inc. Condensed Consolidating Statement of Operations Six Months Ended June 30, 2017 (Unaudited) Parent Guarantor Non- Eliminations Consolidated (In thousands) Revenue: Service revenues $ 36,297 $ 19,202 $ 24,097 $ (33,814 ) $ 45,782 Subscriber equipment sales 127 5,993 2,841 (1,968 ) 6,993 Total revenue 36,424 25,195 26,938 (35,782 ) 52,775 Operating expenses: Cost of services (exclusive of depreciation, amortization, and accretion shown separately below) 12,543 2,828 5,147 (2,508 ) 18,010 Cost of subscriber equipment sales 66 4,823 1,952 (1,967 ) 4,874 Marketing, general and administrative 10,971 2,116 37,265 (31,318 ) 19,034 Depreciation, amortization and accretion 38,052 402 115 — 38,569 Total operating expenses 61,632 10,169 44,479 (35,793 ) 80,487 Income (loss) from operations (25,208 ) 15,026 (17,541 ) 11 (27,712 ) Other income (expense): Gain (loss) on equity issuance 2,706 — (36 ) — 2,670 Interest income and expense, net of amounts capitalized (17,584 ) (1 ) (101 ) 8 (17,678 ) Derivative loss (73,907 ) — — — (73,907 ) Equity in subsidiary earnings (loss) (3,215 ) (7,510 ) — 10,725 — Other (1,687 ) (437 ) 5 (7 ) (2,126 ) Total other income (expense) (93,687 ) (7,948 ) (132 ) 10,726 (91,041 ) Income (loss) before income taxes (118,895 ) 7,078 (17,673 ) 10,737 (118,753 ) Income tax expense — 9 133 — 142 Net income (loss) $ (118,895 ) $ 7,069 $ (17,806 ) $ 10,737 $ (118,895 ) Comprehensive income (loss) $ (118,895 ) $ 7,069 $ (18,662 ) $ 10,728 $ (119,760 ) Globalstar, Inc. Condensed Consolidating Statement of Operations Six Months Ended June 30, 2016 (Unaudited) Parent Guarantor Non- Eliminations Consolidated (In thousands) Revenue: Service revenues $ 27,882 $ 18,358 $ 20,114 $ (26,635 ) $ 39,719 Subscriber equipment sales 424 4,466 3,674 (1,361 ) 7,203 Total revenue 28,306 22,824 23,788 (27,996 ) 46,922 Operating expenses: Cost of services (exclusive of depreciation, amortization, and accretion shown separately below) 9,948 2,070 5,597 (2,087 ) 15,528 Cost of subscriber equipment sales 187 3,540 2,693 (1,356 ) 5,064 Marketing, general and administrative 10,604 1,854 33,064 (25,462 ) 20,060 Depreciation, amortization and accretion 37,623 426 569 (239 ) 38,379 Total operating expenses 58,362 7,890 41,923 (29,144 ) 79,031 Income (loss) from operations (30,056 ) 14,934 (18,135 ) 1,148 (32,109 ) Other income (expense): Loss on equity issuance (1,923 ) — — — (1,923 ) Interest income and expense, net of amounts capitalized (17,981 ) (12 ) (152 ) (9 ) (18,154 ) Derivative gain 39,155 — — — 39,155 Equity in subsidiary earnings (loss) (1,427 ) 2,079 — (652 ) — Other (616 ) (112 ) 604 48 (76 ) Total other income (expense) 17,208 1,955 452 (613 ) 19,002 Income (loss) before income taxes (12,848 ) 16,889 (17,683 ) 535 (13,107 ) Income tax benefit — — (259 ) — (259 ) Net income (loss) $ (12,848 ) $ 16,889 $ (17,424 ) $ 535 $ (12,848 ) Comprehensive income (loss) $ (12,848 ) $ 16,889 $ (19,000 ) $ 535 $ (14,424 ) Globalstar, Inc. Condensed Consolidating Balance Sheet As of June 30, 2017 (Unaudited) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) ASSETS Current assets: Cash and cash equivalents $ 4,538 $ 1,975 $ 2,325 $ — $ 8,838 Accounts receivable 5,806 6,135 3,428 — 15,369 Intercompany receivables 938,139 717,066 46,098 (1,701,303 ) — Inventory 2,208 4,621 1,985 — 8,814 Prepaid expenses and other current assets 1,738 1,830 1,621 — 5,189 Total current assets 952,429 731,627 55,457 (1,701,303 ) 38,210 Property and equipment, net 1,005,671 3,751 4,371 5 1,013,798 Restricted cash 37,915 — — — 37,915 Intercompany notes receivable 7,447 — 6,436 (13,883 ) — Investment in subsidiaries (282,248 ) 78,753 37,502 165,993 — Intangible and other assets, net 17,321 87 2,650 (12 ) 20,046 Total assets $ 1,738,535 $ 814,218 $ 106,416 $ (1,549,200 ) $ 1,109,969 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current portion of long-term debt $ 108,720 $ — $ — $ — $ 108,720 Accounts payable 2,925 3,487 1,212 — 7,624 Accrued contract termination charge 20,026 — — — 20,026 Accrued expenses 7,713 6,097 6,854 — 20,664 Derivative Liabilities 36,860 — — — 36,860 Intercompany payables 673,426 773,216 254,622 (1,701,264 ) — Payables to affiliates 304 — — — 304 Deferred revenue 1,130 21,247 7,099 — 29,476 Total current liabilities 851,104 804,047 269,787 (1,701,264 ) 223,674 Long-term debt, less current portion 459,966 — — — 459,966 Employee benefit obligations 4,944 — — — 4,944 Intercompany notes payable 6,436 — 7,447 (13,883 ) — Derivative liabilities 318,215 — — — 318,215 Deferred revenue 5,468 384 14 — 5,866 Other non-current liabilities 928 325 4,577 — 5,830 Total non-current liabilities 795,957 709 12,038 (13,883 ) 794,821 Stockholders’ equity (deficit) 91,474 9,462 (175,409 ) 165,947 91,474 Total liabilities and stockholders’ equity $ 1,738,535 $ 814,218 $ 106,416 $ (1,549,200 ) $ 1,109,969 Globalstar, Inc. Condensed Consolidating Balance Sheet As of December 31, 2016 (Unaudited) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) ASSETS Current assets: Cash and cash equivalents $ 7,259 $ 1,327 $ 1,644 $ — $ 10,230 Accounts receivable 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 — Intangible 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 stockholders’ equity $ 1,727,933 $ 768,548 $ 88,534 $ (1,452,401 ) $ 1,132,614 Globalstar, Inc. Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2017 (Unaudited) Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Cash flows provided by operating activities $ 4,008 $ 1,068 $ 1,180 $ — $ 6,256 Cash flows used in investing activities: Second-generation network costs (including interest) (6,498 ) — (32 ) — (6,530 ) Property and equipment additions (1,637 ) (420 ) (59 ) — (2,116 ) Purchase of intangible assets (1,552 ) — (492 ) — (2,044 ) Net cash used in investing activities (9,687 ) (420 ) (583 ) — (10,690 ) Cash flows provided by (used in) financing activities: Principal payments of the Facility Agreement (21,695 ) — — — (21,695 ) Proceeds from Thermo Common Stock Purchase Agreement 33,000 — — — 33,000 Payment of debt restructuring fee (20,795 ) — — — (20,795 ) Payment of debt amendment fee (255 ) — — — (255 ) Proceeds from issuance of stock to Terrapin 12,000 — — — 12,000 Proceeds from issuance of common stock and exercise of options and warrants 635 — — — 635 Net cash provided by financing activities 2,890 — — — 2,890 Effect of exchange rate changes on cash — — 84 — 84 Net increase (decrease) in cash, cash equivalents and restricted cash (2,789 ) 648 681 — (1,460 ) Cash, cash equivalents and restricted cash, beginning of period 45,242 1,327 1,644 — 48,213 Cash, cash equivalents and restricted cash, end of period $ 42,453 $ 1,975 $ 2,325 $ — $ 46,753 Globalstar, Inc. Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2016 (Unaudited) Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Cash flows provided by (used in) operating activities $ 916 $ 255 $ (170 ) $ — $ 1,001 Cash flows used in investing activities: Second-generation network costs (including interest) (5,161 ) — (146 ) — (5,307 ) Property and equipment additions (5,937 ) (167 ) (241 ) — (6,345 ) Purchase of intangible assets (806 ) — — — (806 ) Net cash used in investing activities (11,904 ) (167 ) (387 ) — (12,458 ) Cash flows provided by (used in) financing activities: Principal payments of the Facility Agreement (16,418 ) — — — (16,418 ) Proceeds from issuance of stock to Terrapin 28,500 — — — 28,500 Proceeds from issuance of common stock and exercise of options and warrants 3,016 — — — 3,016 Net cash provided by financing activities 15,098 — — — 15,098 Effect of exchange rate changes on cash — — 152 — 152 Net increase (decrease) in cash, cash equivalents and restricted cash 4,110 88 (405 ) — 3,793 Cash, cash equivalents and restricted cash, beginning of period 41,448 719 3,227 — 45,394 Cash, cash equivalents and restricted cash, end of period $ 45,558 $ 807 $ 2,822 $ — $ 49,187 |