Condensed Consolidating Financial Information | 10. 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 September 30, 2018 (Unaudited) Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenue: Service revenue $ 22,750 $ 11,627 $ 16,915 $ (21,394 ) $ 29,898 Subscriber equipment sales 260 5,144 1,695 (1,305 ) 5,794 Total revenue 23,010 16,771 18,610 (22,699 ) 35,692 Operating expenses: Cost of services (exclusive of depreciation, amortization, and accretion shown separately below) 6,825 1,556 2,429 (1,381 ) 9,429 Cost of subscriber equipment sales 176 4,259 1,297 (1,306 ) 4,426 Marketing, general and administrative 10,706 1,468 22,911 (20,024 ) 15,061 Depreciation, amortization and accretion 25,041 52 (355 ) — 24,738 Total operating expenses 42,748 7,335 26,282 (22,711 ) 53,654 Income (loss) from operations (19,738 ) 9,436 (7,672 ) 12 (17,962 ) Other income (expense): Interest income and expense, net of amounts capitalized (13,360 ) (5 ) 7 — (13,358 ) Derivative gain 39,059 — — — 39,059 Equity in subsidiary earnings (loss) 3,170 (2,571 ) — (599 ) — Other (112 ) 23 1,431 (11 ) 1,331 Total other income (expense) 28,757 (2,553 ) 1,438 (610 ) 27,032 Income (loss) before income taxes 9,019 6,883 (6,234 ) (598 ) 9,070 Income tax expense — 5 46 — 51 Net income (loss) $ 9,019 $ 6,878 $ (6,280 ) $ (598 ) $ 9,019 Comprehensive income (loss) $ 9,019 $ 6,878 $ (5,906 ) $ (472 ) $ 9,519 Globalstar, Inc. Condensed Consolidating Statement of Operations Three Months Ended September 30, 2017 (Unaudited) Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenue: Service revenue $ 20,018 $ 10,163 $ 14,678 $ (18,790 ) $ 26,069 Subscriber equipment sales 55 3,524 1,762 (952 ) 4,389 Total revenue 20,073 13,687 16,440 (19,742 ) 30,458 Operating expenses: Cost of services (exclusive of depreciation, amortization, and accretion shown separately below) 6,460 1,523 2,819 (1,487 ) 9,315 Cost of subscriber equipment sales 8 2,494 1,354 (951 ) 2,905 Marketing, general and administrative 5,685 1,268 19,911 (17,319 ) 9,545 Depreciation, amortization and accretion 19,250 116 49 — 19,415 Total operating expenses 31,403 5,401 24,133 (19,757 ) 41,180 Income (loss) from operations (11,330 ) 8,286 (7,693 ) 15 (10,722 ) Other income (expense): Loss on extinguishment of debt (6,306 ) — — — (6,306 ) Interest income and expense, net of amounts capitalized (8,895 ) (5 ) (51 ) (3 ) (8,954 ) Derivative gain 78,840 — — — 78,840 Equity in subsidiary earnings (loss) 754 (3,202 ) — 2,448 — Other (657 ) (182 ) 471 (17 ) (385 ) Total other income (expense) 63,736 (3,389 ) 420 2,428 63,195 Income (loss) before income taxes 52,406 4,897 (7,273 ) 2,443 52,473 Income tax expense — 5 62 — 67 Net income (loss) $ 52,406 $ 4,892 $ (7,335 ) $ 2,443 $ 52,406 Comprehensive income (loss) $ 52,406 $ 4,892 $ (8,243 ) $ 2,449 $ 51,504 Globalstar, Inc. Condensed Consolidating Statement of Operations Nine Months Ended September 30, 2018 (Unaudited) Parent Guarantor Non- Eliminations Consolidated (In thousands) Revenue: Service revenue $ 66,554 $ 30,993 $ 48,929 $ (62,573 ) $ 83,903 Subscriber equipment sales 511 12,541 4,266 (3,054 ) 14,264 Total revenue 67,065 43,534 53,195 (65,627 ) 98,167 Operating expenses: Cost of services (exclusive of depreciation, amortization, and accretion shown separately below) 19,827 4,444 7,591 (3,878 ) 27,984 Cost of subscriber equipment sales 382 10,350 3,091 (3,055 ) 10,768 Marketing, general and administrative 29,173 3,989 67,852 (58,734 ) 42,280 Revision to contract termination charge (20,478 ) — — — (20,478 ) Depreciation, amortization and accretion 65,434 216 935 — 66,585 Total operating expenses 94,338 18,999 79,469 (65,667 ) 127,139 Income (loss) from operations (27,273 ) 24,535 (26,274 ) 40 (28,972 ) Other income (expense): Interest income and expense, net of amounts capitalized (31,081 ) (9 ) 24 50 (31,016 ) Derivative gain 145,944 — — — 145,944 Gain on legal settlement 6,779 — — — 6,779 Equity in subsidiary earnings (loss) (3,950 ) (12,199 ) — 16,149 — Other (482 ) 140 (2,302 ) (38 ) (2,682 ) Total other income (expense) 117,210 (12,068 ) (2,278 ) 16,161 119,025 Income (loss) before income taxes 89,937 12,467 (28,552 ) 16,201 90,053 Income tax expense — 21 95 — 116 Net income (loss) $ 89,937 $ 12,446 $ (28,647 ) $ 16,201 $ 89,937 Comprehensive income (loss) $ 89,937 $ 12,446 $ (25,945 ) $ 16,299 $ 92,737 Globalstar, Inc. Condensed Consolidating Statement of Operations Nine Months Ended September 30, 2017 (Unaudited) Parent Guarantor Non- Eliminations Consolidated (In thousands) Revenue: Service revenue $ 56,315 $ 29,365 $ 38,775 $ (52,604 ) $ 71,851 Subscriber equipment sales 182 9,517 4,603 (2,920 ) 11,382 Total revenue 56,497 38,882 43,378 (55,524 ) 83,233 Operating expenses: Cost of services (exclusive of depreciation, amortization, and accretion shown separately below) 19,003 4,351 7,966 (3,995 ) 27,325 Cost of subscriber equipment sales 74 7,317 3,306 (2,918 ) 7,779 Marketing, general and administrative 16,513 3,384 57,176 (48,637 ) 28,436 Depreciation, amortization and accretion 57,302 518 164 — 57,984 Total operating expenses 92,892 15,570 68,612 (55,550 ) 121,524 Income (loss) from operations (36,395 ) 23,312 (25,234 ) 26 (38,291 ) Other income (expense): Loss on extinguishment of debt (6,306 ) — — — (6,306 ) Gain (loss) on equity issuance 2,705 — (35 ) — 2,670 Interest income and expense, net of amounts capitalized (26,479 ) (6 ) (152 ) 5 (26,632 ) Derivative gain 4,933 — — — 4,933 Equity in subsidiary earnings (loss) (2,461 ) (10,712 ) — 13,173 — Other (2,486 ) (619 ) 475 (24 ) (2,654 ) Total other income (expense) (30,094 ) (11,337 ) 288 13,154 (27,989 ) Income (loss) before income taxes (66,489 ) 11,975 (24,946 ) 13,180 (66,280 ) Income tax expense — 14 195 — 209 Net income (loss) $ (66,489 ) $ 11,961 $ (25,141 ) $ 13,180 $ (66,489 ) Comprehensive income (loss) $ (66,489 ) $ 11,961 $ (26,905 ) $ 13,177 $ (68,256 ) Globalstar, Inc. Condensed Consolidating Balance Sheet As of September 30, 2018 (Unaudited) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) ASSETS Current assets: Cash and cash equivalents $ 5,812 $ 11,454 $ 3,196 $ — $ 20,462 Restricted cash 52,934 — — — 52,934 Accounts receivable, net of allowance 6,883 9,245 4,343 — 20,471 Intercompany receivables 1,029,012 803,742 95,461 (1,928,215 ) — Inventory 6,507 5,231 1,329 — 13,067 Prepaid expenses and other current assets 6,174 532 2,094 — 8,800 Total current assets 1,107,322 830,204 106,423 (1,928,215 ) 115,734 Property and equipment, net 871,946 996 31,043 5 903,990 Intercompany notes receivable 5,600 — 6,436 (12,036 ) — Investment in subsidiaries (253,026 ) 40,156 49,034 163,836 — Intangible and other assets, net 34,830 366 2,913 (12 ) 38,097 Total assets $ 1,766,672 $ 871,722 $ 195,849 $ (1,776,422 ) $ 1,057,821 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current portion of long-term debt $ 87,732 $ — $ — $ — $ 87,732 Accounts payable 4,788 3,869 868 — 9,525 Accrued expenses 16,512 7,318 5,169 — 28,999 Intercompany payables 756,701 822,739 348,736 (1,928,176 ) — Payables to affiliates 645 — — — 645 Derivative liabilities 617 — — — 617 Deferred revenue 1,711 26,179 7,141 — 35,031 Total current liabilities 868,706 860,105 361,914 (1,928,176 ) 162,549 Long-term debt, less current portion 407,615 — — — 407,615 Employee benefit obligations 4,450 — — — 4,450 Intercompany notes payable 6,436 — 5,600 (12,036 ) — Derivative liabilities 81,424 — — — 81,424 Deferred revenue 5,392 348 18 — 5,758 Other non-current liabilities 549 324 3,052 — 3,925 Total non-current liabilities 505,866 672 8,670 (12,036 ) 503,172 Stockholders’ equity (deficit) 392,100 10,945 (174,735 ) 163,790 392,100 Total liabilities and stockholders’ equity $ 1,766,672 $ 871,722 $ 195,849 $ (1,776,422 ) $ 1,057,821 Globalstar, Inc. Condensed Consolidating Balance Sheet As of December 31, 2017 (Unaudited) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations 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 — Intangible 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 stockholders’ equity $ 1,793,865 $ 862,483 $ 127,362 $ (1,654,445 ) $ 1,129,265 Globalstar, Inc. Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2018 (Unaudited) Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Cash flows provided by (used in) operating activities $ 11,458 $ 7,412 $ 898 $ — $ 19,768 Cash flows used in investing activities: Second-generation network costs (including interest) (4,629 ) — (1,258 ) — (5,887 ) Property and equipment additions (4,140 ) (900 ) (306 ) — (5,346 ) Purchase of intangible assets (1,904 ) — (44 ) — (1,948 ) Net cash used in investing activities (10,673 ) (900 ) (1,608 ) — (13,181 ) Cash flows provided by (used in) financing activities: Principal payments of the Facility Agreement (38,933 ) — — — (38,933 ) Proceeds from issuance of common stock and exercise of options and warrants 395 — — — 395 Net cash used in financing activities (38,538 ) — — — (38,538 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash — — 68 — 68 Net increase (decrease) in cash, cash equivalents and restricted cash (37,753 ) 6,512 (642 ) — (31,883 ) Cash, cash equivalents and restricted cash, beginning of period 96,499 4,942 3,838 — 105,279 Cash, cash equivalents and restricted cash, end of period $ 58,746 $ 11,454 $ 3,196 $ — $ 73,396 Globalstar, Inc. Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 (Unaudited) Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Cash flows provided by operating activities $ 7,884 $ 6,721 $ 2,023 $ — $ 16,628 Cash flows used in investing activities: Second-generation network costs (including interest) (6,812 ) — (50 ) — (6,862 ) Property and equipment additions (3,395 ) (563 ) (75 ) — (4,033 ) Purchase of intangible assets (2,099 ) — (575 ) — (2,674 ) Net cash used in investing activities (12,306 ) (563 ) (700 ) — (13,569 ) 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 ) Payments for debt and equity issuance costs (413 ) — — — (413 ) Proceeds from issuance of stock to Terrapin 12,000 — — — 12,000 Proceeds from issuance of common stock and exercise of options and warrants 642 — — — 642 Net cash provided by financing activities 2,739 — — — 2,739 Effect of exchange rate changes on cash, cash equivalents and restricted cash — — 216 — 216 Net increase (decrease) in cash, cash equivalents and restricted cash (1,683 ) 6,158 1,539 — 6,014 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 $ 43,559 $ 7,485 $ 3,183 $ — $ 54,227 |