Condensed Consolidating Financial Information | 11. 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, 2019 (Unaudited) Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenue: Service revenue $ 23,055 $ 9,312 $ 15,984 $ (21,651 ) $ 26,700 Subscriber equipment sales 399 3,752 1,575 (1,235 ) 4,491 Total revenue 23,454 13,064 17,559 (22,886 ) 31,191 Operating expenses: Cost of services (exclusive of depreciation, amortization, and accretion shown separately below) 7,001 1,378 2,196 (1,180 ) 9,395 Cost of subscriber equipment sales 268 3,326 1,219 (1,235 ) 3,578 Marketing, general and administrative 6,651 1,256 23,588 (20,473 ) 11,022 Depreciation, amortization and accretion 23,155 (14 ) 711 — 23,852 Total operating expenses 37,075 5,946 27,714 (22,888 ) 47,847 Income (loss) from operations (13,621 ) 7,118 (10,155 ) 2 (16,656 ) Other income (expense): Interest income and expense, net of amounts capitalized (12,792 ) (3 ) (13 ) — (12,808 ) Derivative gain 35,116 — — — 35,116 Gain on legal settlement 120 — — — 120 Equity in subsidiary earnings (loss) (2,280 ) (3,989 ) — 6,269 — Other (354 ) (60 ) 890 (2 ) 474 Total other income (expense) 19,810 (4,052 ) 877 6,267 22,902 Income (loss) before income taxes 6,189 3,066 (9,278 ) 6,269 6,246 Income tax expense — 19 38 — 57 Net income (loss) $ 6,189 $ 3,047 $ (9,316 ) $ 6,269 $ 6,189 Comprehensive income (loss) $ 6,189 $ 3,047 $ (9,812 ) $ 6,267 $ 5,691 Globalstar, Inc. Condensed Consolidating Statement of Operations Three Months Ended June 30, 2018 (Unaudited) Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenue: Service revenue $ 23,270 $ 10,292 $ 16,406 $ (21,973 ) $ 27,995 Subscriber equipment sales 204 5,348 1,375 (1,196 ) 5,731 Total revenue 23,474 15,640 17,781 (23,169 ) 33,726 Operating expenses: Cost of services (exclusive of depreciation, amortization, and accretion shown separately below) 6,745 1,498 2,294 (1,011 ) 9,526 Cost of subscriber equipment sales 165 4,281 919 (1,195 ) 4,170 Marketing, general and administrative 11,382 1,457 24,078 (20,973 ) 15,944 Revision to contract termination charge (20,478 ) — — — (20,478 ) Depreciation, amortization and accretion 21,349 68 1,199 — 22,616 Total operating expenses 19,163 7,304 28,490 (23,179 ) 31,778 Income (loss) from operations 4,311 8,336 (10,709 ) 10 1,948 Other income (expense): Interest income and expense, net of amounts capitalized (10,335 ) (2 ) 3 29 (10,305 ) Derivative loss (2,059 ) — — — (2,059 ) Gain on legal settlement 6,779 — — — 6,779 Equity in subsidiary earnings (loss) (5,800 ) (6,241 ) — 12,041 — Other 92 293 (3,725 ) (11 ) (3,351 ) Total other income (expense) (11,323 ) (5,950 ) (3,722 ) 12,059 (8,936 ) Income (loss) before income taxes (7,012 ) 2,386 (14,431 ) 12,069 (6,988 ) Income tax expense — 10 14 — 24 Net income (loss) $ (7,012 ) $ 2,376 $ (14,445 ) $ 12,069 $ (7,012 ) Comprehensive income (loss) $ (7,012 ) $ 2,376 $ (11,793 ) $ 12,047 $ (4,382 ) Globalstar, Inc. Condensed Consolidating Statement of Operations Six Months Ended June 30, 2019 (Unaudited) Parent Guarantor Non- Eliminations Consolidated (In thousands) Revenue: Service revenue $ 44,992 $ 18,894 $ 31,113 $ (42,180 ) $ 52,819 Subscriber equipment sales 701 7,238 3,076 (2,565 ) 8,450 Total revenue 45,693 26,132 34,189 (44,745 ) 61,269 Operating expenses: Cost of services (exclusive of depreciation, amortization, and accretion shown separately below) 14,016 2,827 5,087 (2,682 ) 19,248 Cost of subscriber equipment sales 491 6,392 2,407 (2,563 ) 6,727 Cost of subscriber equipment sales - reduction in the value of inventory — — — — — Marketing, general and administrative 13,775 2,557 45,798 (39,502 ) 22,628 Depreciation, amortization and accretion 46,350 3 1,300 — 47,653 Total operating expenses 74,632 11,779 54,592 (44,747 ) 96,256 Income (loss) from operations (28,939 ) 14,353 (20,403 ) 2 (34,987 ) Other income (expense): Interest income and expense, net of amounts capitalized (25,656 ) (7 ) (15 ) — (25,678 ) Derivative gain 92,124 — — — 92,124 Gain on legal settlement 120 — — — 120 Equity in subsidiary earnings (loss) (5,213 ) (8,623 ) — 13,836 — Other (476 ) 127 817 (3 ) 465 Total other income (expense) 60,899 (8,503 ) 802 13,833 67,031 Income (loss) before income taxes 31,960 5,850 (19,601 ) 13,835 32,044 Income tax expense — 26 58 — 84 Net income (loss) $ 31,960 $ 5,824 $ (19,659 ) $ 13,835 $ 31,960 Comprehensive income (loss) $ 31,960 $ 5,824 $ (20,419 ) $ 13,827 $ 31,192 Globalstar, Inc. Condensed Consolidating Statement of Operations Six Months Ended June 30, 2018 (Unaudited) Parent Guarantor Non- Eliminations Consolidated (In thousands) Revenue: Service revenue $ 43,804 $ 19,366 $ 32,014 $ (41,179 ) $ 54,005 Subscriber equipment sales 251 7,397 2,571 (1,749 ) 8,470 Total revenue 44,055 26,763 34,585 (42,928 ) 62,475 Operating expenses: Cost of services (exclusive of depreciation, amortization, and accretion shown separately below) 13,002 2,888 5,162 (2,497 ) 18,555 Cost of subscriber equipment sales 206 6,091 1,794 (1,749 ) 6,342 Marketing, general and administrative 18,467 2,521 44,941 (38,710 ) 27,219 Revision to contract termination charge (20,478 ) — — — (20,478 ) Depreciation, amortization and accretion 40,393 164 1,290 — 41,847 Total operating expenses 51,590 11,664 53,187 (42,956 ) 73,485 Income (loss) from operations (7,535 ) 15,099 (18,602 ) 28 (11,010 ) Other income (expense): Interest income and expense, net of amounts capitalized (17,721 ) (4 ) 17 50 (17,658 ) Derivative gain 106,885 — — — 106,885 Gain on legal settlement 6,779 — — — 6,779 Equity in subsidiary earnings (loss) (7,120 ) (9,628 ) — 16,748 — Other (370 ) 117 (3,733 ) (27 ) (4,013 ) Total other income (expense) 88,453 (9,515 ) (3,716 ) 16,771 91,993 Income (loss) before income taxes 80,918 5,584 (22,318 ) 16,799 80,983 Income tax expense — 16 49 — 65 Net income (loss) $ 80,918 $ 5,568 $ (22,367 ) $ 16,799 $ 80,918 Comprehensive (loss) income $ 80,918 $ 5,568 $ (20,039 ) $ 16,771 $ 83,218 Globalstar, Inc. Condensed Consolidating Balance Sheet As of June 30, 2019 (Unaudited) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) ASSETS Current assets: Cash and cash equivalents $ 20,551 $ 814 $ 3,720 $ — $ 25,085 Restricted cash 60,898 — — — 60,898 Accounts receivable, net of allowance 8,637 8,890 4,892 — 22,419 Intercompany receivables 1,069,458 842,249 79,453 (1,991,160 ) — Inventory 5,802 7,143 1,886 — 14,831 Prepaid expenses and other current assets 11,053 6,289 2,977 — 20,319 Total current assets 1,176,399 865,385 92,928 (1,991,160 ) 143,552 Property and equipment, net 812,875 929 30,144 4 843,952 Operating lease right of use assets, net 12,202 226 1,770 — 14,198 Intercompany notes receivable 5,674 — — (5,674 ) — Investment in subsidiaries (258,372 ) 46,117 53,118 159,137 — Intangible and other assets, net 30,522 255 4,596 (12 ) 35,361 Total assets $ 1,779,300 $ 912,912 $ 182,556 $ (1,837,705 ) $ 1,037,063 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current portion of long-term debt $ 98,829 $ — $ — $ — $ 98,829 Accounts payable 2,175 3,645 1,263 — 7,083 Accrued expenses 13,873 7,553 8,262 — 29,688 Intercompany payables 798,331 838,834 353,936 (1,991,101 ) — Payables to affiliates 2,356 — — — 2,356 Derivative liabilities 288 — — — 288 Deferred revenue 1,658 23,040 8,015 — 32,713 Total current liabilities 917,510 873,072 371,476 (1,991,101 ) 170,957 Long-term debt, less current portion 392,706 — — — 392,706 Operating lease liabilities 11,821 192 1,172 — 13,185 Employee benefit obligations 4,580 — — — 4,580 Intercompany notes payable — — 5,674 (5,674 ) — Derivative liabilities 54,453 — — — 54,453 Deferred revenue 5,196 180 19 — 5,395 Other non-current liabilities 148 322 2,431 — 2,901 Total non-current liabilities 468,904 694 9,296 (5,674 ) 473,220 Stockholders’ equity (deficit) 392,886 39,146 (198,216 ) 159,070 392,886 Total liabilities and stockholders’ equity $ 1,779,300 $ 912,912 $ 182,556 $ (1,837,705 ) $ 1,037,063 Globalstar, Inc. Condensed Consolidating Balance Sheet As of December 31, 2018 (Unaudited) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) ASSETS Current assets: Cash and cash equivalents $ 11,312 $ 2,126 $ 1,774 $ — $ 15,212 Restricted cash 60,278 — — — 60,278 Accounts receivable, net of allowance 7,138 7,826 4,363 — 19,327 Intercompany receivables 1,047,320 824,920 105,819 (1,978,059 ) — Inventory 6,747 6,149 1,378 — 14,274 Prepaid expenses and other current assets 7,765 2,987 2,658 — 13,410 Total current assets 1,140,560 844,008 115,992 (1,978,059 ) 122,501 Property and equipment, net 850,790 1,242 30,658 5 882,695 Intercompany notes receivable 5,600 — 6,436 (12,036 ) — Investment in subsidiaries (255,187 ) 42,481 50,220 162,486 — Intangible and other assets, net 36,275 324 3,698 (11 ) 40,286 Total assets $ 1,778,038 $ 888,055 $ 207,004 $ (1,827,615 ) $ 1,045,482 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current portion of long-term debt $ 96,249 $ — $ — $ — $ 96,249 Accounts payable 2,420 3,378 1,197 — 6,995 Accrued expenses 8,904 6,747 7,434 — 23,085 Intercompany payables 778,340 832,284 367,396 (1,978,020 ) — Payables to affiliates 656 — — — 656 Derivative liabilities 757 — — — 757 Deferred revenue 1,699 23,943 6,296 — 31,938 Total current liabilities 889,025 866,352 382,323 (1,978,020 ) 159,680 Long-term debt, less current portion 367,202 — — — 367,202 Employee benefit obligations 4,489 — — — 4,489 Intercompany notes payable 6,436 — 5,600 (12,036 ) — Derivative liabilities 146,108 — — — 146,108 Deferred revenue 5,339 335 18 — 5,692 Other non-current liabilities 494 323 2,549 — 3,366 Total non-current liabilities 530,068 658 8,167 (12,036 ) 526,857 Stockholders’ equity (deficit) 358,945 21,045 (183,486 ) 162,441 358,945 Total liabilities and stockholders’ equity $ 1,778,038 $ 888,055 $ 207,004 $ (1,827,615 ) $ 1,045,482 Globalstar, Inc. Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2019 (Unaudited) Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Cash flows provided by (used in) operating activities $ 952 $ (1,148 ) $ 2,006 $ — $ 1,810 Cash flows provided by (used in) investing activities: Second-generation network costs (including interest) (1,231 ) — (13 ) — (1,244 ) Property and equipment additions (2,155 ) (164 ) (47 ) — (2,366 ) Investment in business 155 — — — 155 Purchase of intangible assets (1,599 ) — (43 ) — (1,642 ) Net cash used in investing activities (4,830 ) (164 ) (103 ) — (5,097 ) Cash flows provided by (used in) financing activities: Principal payments of the Facility Agreement (47,435 ) — — — (47,435 ) Payments for financing costs (1,230 ) — — — (1,230 ) Proceeds from Subordinated Loan Agreement 62,000 — — — 62,000 Proceeds from issuance of common stock and exercise of options and warrants 402 — — — 402 Net cash provided by financing activities 13,737 — — — 13,737 Effect of exchange rate changes on cash, cash equivalents and restricted cash — — 43 — 43 Net increase (decrease) in cash, cash equivalents and restricted cash 9,859 (1,312 ) 1,946 — 10,493 Cash, cash equivalents and restricted cash, beginning of period 71,590 2,126 1,774 — 75,490 Cash, cash equivalents and restricted cash, end of period $ 81,449 $ 814 $ 3,720 $ — $ 85,983 Globalstar, Inc. Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2018 (Unaudited) Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Cash flows provided by (used in) operating activities $ 10,592 $ (2,545 ) $ (242 ) $ — $ 7,805 Cash flows used in investing activities: Second-generation network costs (including interest) (4,254 ) — (23 ) — (4,277 ) Property and equipment additions (2,207 ) (841 ) (173 ) — (3,221 ) Purchase of intangible assets (1,369 ) — (32 ) — (1,401 ) Net cash used in investing activities (7,830 ) (841 ) (228 ) — (8,899 ) 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 319 — — — 319 Net cash used in financing activities (38,614 ) — — — (38,614 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash — — (73 ) — (73 ) Net decrease in cash, cash equivalents and restricted cash (35,852 ) (3,386 ) (543 ) — (39,781 ) 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 $ 60,647 $ 1,556 $ 3,295 $ — $ 65,498 |