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, 2017 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Consolidated (In thousands) ASSETS Current assets: Cash and cash equivalents $ 32,864 $ 4,942 $ 3,838 $ — $ 41,644 Restricted cash 63,635 — — — 63,635 Accounts receivable, net of allowance 7,129 6,524 3,460 — 17,113 Intercompany receivables 979,942 755,847 64,477 (1,800,266 ) — Inventory 1,182 4,610 1,481 — 7,273 Prepaid expenses and other current assets 3,149 2,414 1,182 — 6,745 Total current assets 1,087,901 774,337 74,438 (1,800,266 ) 136,410 Property and equipment, net 962,756 3,855 4,503 5 971,119 Intercompany notes receivable 5,600 — 6,436 (12,036 ) — Investment in subsidiaries (280,745 ) 84,244 38,637 157,864 — Intangibles and other assets, net 18,353 47 3,348 (12 ) 21,736 Total assets $ 1,793,865 $ 862,483 $ 127,362 $ (1,654,445 ) $ 1,129,265 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 79,215 $ — $ — $ — $ 79,215 Accounts payable 2,257 2,736 1,055 — 6,048 Accrued contract termination charge 21,002 — — — 21,002 Accrued expenses 7,627 6,331 6,796 — 20,754 Intercompany payables 711,159 799,565 289,503 (1,800,227 ) — Payables to affiliates 225 — — — 225 Derivative liabilities 1,326 — — — 1,326 Deferred revenue 1,164 23,282 7,301 — 31,747 Total current liabilities 823,975 831,914 304,655 (1,800,227 ) 160,317 Long-term debt, less current portion 434,651 — — — 434,651 Employee benefit obligations 4,389 — — — 4,389 Intercompany notes payable 6,436 — 5,600 (12,036 ) — Derivative liabilities 226,659 — — — 226,659 Deferred revenue 5,625 410 17 — 6,052 Other non-current liabilities 906 325 4,742 — 5,973 Total non-current liabilities 678,666 735 10,359 (12,036 ) 677,724 Stockholders' equity (deficit) 291,224 29,834 (187,652 ) 157,818 291,224 Total liabilities and shareholders' equity $ 1,793,865 $ 862,483 $ 127,362 $ (1,654,445 ) $ 1,129,265 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 — 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 shareholders' equity (deficit) $ 1,727,933 $ 768,548 $ 88,534 $ (1,452,401 ) $ 1,132,614 Globalstar, Inc. Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Year Ended December 31, 2017 Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenue: Service revenues $ 76,096 $ 39,347 $ 54,102 $ (71,072 ) $ 98,473 Subscriber equipment sales 264 11,459 6,141 (3,677 ) 14,187 Total revenue 76,360 50,806 60,243 (74,749 ) 112,660 Operating expenses: Cost of services (exclusive of depreciation, amortization and accretion shown separately below) 25,664 5,981 10,740 (5,363 ) 37,022 Cost of subscriber equipment sales 97 9,211 4,311 (3,675 ) 9,944 Cost of subscriber equipment sales - reduction in the value of inventory 843 — — — 843 Marketing, general and administrative 22,928 4,792 77,099 (65,720 ) 39,099 Reduction in the value of long-lived assets 17,040 — — — 17,040 Depreciation, amortization and accretion 76,625 629 244 — 77,498 Total operating expenses 143,197 20,613 92,394 (74,758 ) 181,446 Income (loss) from operations (66,837 ) 30,193 (32,151 ) 9 (68,786 ) Other income (expense): Loss on extinguishment of debt (6,306 ) — — — (6,306 ) Gain (loss) on equity issuance 2,706 — (36 ) — 2,670 Interest income and expense, net of amounts capitalized (34,570 ) (8 ) (198 ) 5 (34,771 ) Derivative gain 21,182 — — — 21,182 Equity in subsidiary earnings (loss) (2,735 ) (13,906 ) — 16,641 — Other (2,514 ) (700 ) 345 (4 ) (2,873 ) Total other income (expense) (22,237 ) (14,614 ) 111 16,642 (20,098 ) Income (loss) before income taxes (89,074 ) 15,579 (32,040 ) 16,651 (88,884 ) Income tax expense — 25 165 — 190 Net income (loss) $ (89,074 ) $ 15,554 $ (32,205 ) $ 16,651 $ (89,074 ) Defined benefit pension plan liability adjustment 384 — — — 384 Net foreign currency translation adjustment — — (1,944 ) (1 ) (1,945 ) Total comprehensive income (loss) $ (88,690 ) $ 15,554 $ (34,149 ) $ 16,650 $ (90,635 ) 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 Cash Flows Year Ended December 31, 2017 Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Net cash provided by operating activities: $ 6,010 $ 4,361 $ 3,486 $ — $ 13,857 Cash flows used in investing activities: Second-generation network costs (including interest) (11,856 ) — (54 ) — (11,910 ) Property and equipment additions (3,674 ) (746 ) (1,105 ) — (5,525 ) Purchase of intangible assets (3,468 ) — (328 ) — (3,796 ) Investment in businesses 455 — — — 455 Net cash used in investing activities (18,543 ) (746 ) (1,487 ) — (20,776 ) Cash flows provided by (used in) financing activities: Principal payments of the Facility Agreement (75,755 ) — — — (75,755 ) Proceeds from common stock offering 114,993 — — — 114,993 Proceeds from Thermo Common Stock Purchase Agreement 33,000 — — — 33,000 Payment of debt restructuring fee (20,795 ) — — — (20,795 ) Payments for debt and equity issuance costs (654 ) — — — (654 ) Proceeds from issuance of stock to Terrapin 12,000 — — — 12,000 Proceeds from issuance of common stock and exercise of options and warrants 1,001 — — — 1,001 Net cash provided by financing activities 63,790 — — — 63,790 Effect of exchange rate changes on cash — — 195 — 195 Net increase in cash, cash equivalents and restricted cash 51,257 3,615 2,194 — 57,066 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 $ 96,499 $ 4,942 $ 3,838 $ — $ 105,279 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 ) Net cash used in investing activities (23,350 ) (699 ) (502 ) — (24,551 ) 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, cash equivalents and restricted cash 3,794 608 (1,583 ) — 2,819 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 $ 45,242 $ 1,327 $ 1,644 $ — $ 48,213 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, cash equivalents and restricted cash 364 47 (56 ) — 355 Cash, cash equivalents and restricted cash, beginning of period 41,084 672 3,283 — 45,039 Cash, cash equivalents and restricted cash, end of period $ 41,448 $ 719 $ 3,227 $ — $ 45,394 |