NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
Globalstar, Inc. (“Globalstar” or the “Company”) provides Mobile Satellite Services (“MSS”) including voice and data communications services through its global satellite network. Thermo Companies, through commonly controlled affiliates, (collectively, “Thermo”), is the principal owner and largest stockholder of Globalstar. The Company’s Executive Chairman of the Board controls Thermo. Two other members of the Company's Board of Directors are also directors, officers or minority equity owners of various Thermo entities.
The Company has prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information. Certain information and footnote disclosures normally in financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”); however, management believes the disclosures made are adequate to make the information presented not misleading. These financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Globalstar Annual Report on Form 10-K for the year ended
December 31, 2018
, as filed with the SEC on
February 28, 2019
(the “
2018
Annual Report”), and Management's Discussion and Analysis of Financial Condition and Results of Operations herein.
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from estimates. The Company evaluates estimates on an ongoing basis. Significant estimates include the value of derivative instruments, the allowance for doubtful accounts, the net realizable value of inventory, the useful life and value of property and equipment, the value of stock-based compensation and income taxes. The Company has made certain reclassifications to prior period condensed consolidated financial statements to conform to current period presentation.
These unaudited interim condensed consolidated financial statements include the accounts of Globalstar and all its subsidiaries. All significant intercompany transactions and balances have been eliminated in the consolidation. In the opinion of management, the information included herein includes all adjustments, consisting of normal recurring adjustments, that are necessary for a fair presentation of the Company’s condensed consolidated statements of operations, condensed consolidated balance sheets, condensed consolidated statements of stockholders' equity and condensed consolidated statements of cash flows for the periods presented. The results of operations for the
three and six
months ended
June 30, 2019
are not necessarily indicative of the results that may be expected for the full year or any future period.
Recently Issued Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) No. 2016-13,
Credit Losses, Measurement of Credit Losses on Financial Instruments
. ASU No. 2016-13, as amended, significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard will replace today’s incurred loss approach with an expected loss model for instruments measured at amortized cost. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. This ASU is effective for public entities for annual and interim periods beginning after December 15, 2019. Early adoption is permitted for all entities for annual periods beginning after December 15, 2018, and interim periods therein. The Company has not yet determined the impact this standard will have on its financial statements and related disclosures.
In August 2018, the FASB issued ASU No. 2018-13,
Fair Value Measurement Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement
. As part of the FASB's disclosure framework project, it has eliminated, amended and added disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy, the policy of timing of transfers between levels of the fair value hierarchy and the valuation processes for Level 3 fair value measurements. Public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. This ASU is effective for public entities for annual and interim periods beginning after December 15, 2019. Early adoption is permitted as of the beginning of any interim or annual reporting period. This ASU will have an impact on the Company's disclosures.
In August 2018, the FASB issued ASU No. 2018-14,
Compensation - Retirement Benefits - Defined Benefit Plans - General Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans
. As part of the FASB's disclosure framework project, it has changed the disclosure requirements for defined pension and other post-retirement benefit plans. The FASB eliminated disclosure requirements related to the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year, the amount and timing of plan assets expected to be returned to the employer, if any, information related to Japanese Welfare Pension Insurance Law, information about the amount of future annual benefits covered by insurance contracts and significant transactions between the employer or related parties and the plan, and the disclosure of the effects of a one-percentage-point change in the assumed health care cost trend rates on the (1) aggregate of the service and interest cost components of net periodic benefit costs and the (2) benefit obligation for postretirement health care benefits. Entities will be required to disclose the weighted-average interest crediting rate for cash balance plans and other plans with promised interest crediting rates as well as an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. This ASU is effective for public entities for annual periods beginning after December 15, 2020. Early adoption is permitted as of the beginning of any annual reporting period. This ASU will have an impact on the Company's disclosures.
In August 2018, the FASB issued ASU No. 2018-15,
Intangibles - Goodwill and Other - Internal-Use Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
. This ASU requires companies to defer specified implementation costs in a cloud computing arrangement that are often expensed under current US GAAP and recognize these costs to expense over the noncancellable term of the arrangement. This ASU is effective for public entities for annual and interim periods beginning after December 15, 2019. Early adoption is permitted as of the beginning of any interim or annual reporting period. The Company does not expect it to have a material effect on the Company's financial statements and related disclosures.
Recently Issued Financial Reporting Rules
In April 2019, the SEC adopted the final rules under SEC Releases 33-10618 and 34-85381,
FAST Act Modernization and Simplification of Regulation S-K.
Among other things, the amendments 1) allow registrants who present financial statements covering three years in their periodic reports to omit discussion of the earliest year from management's discussion and analysis if the discussion was included in a prior filing, 2) allow registrants to omit certain information and exhibits from their periodic reports without submitting confidential treatment requests to the Commission, 3) clarify and streamline certain risk factor and property disclosure requirements, 4) require all filings to include hyperlinks to information that is incorporated by reference in current filings to the information available on EDGAR, as applicable, and 5) require registrants to apply XBRL tags to certain information on cover pages of SEC filings. Certain of the amended rules became effective April 2, 2019 or May 2, 2019 and have been applied to any filings after these dates, except for the XBRL tagging requirement, which is effective for large accelerated and accelerated filers for fiscal reports ending on or after June 15, 2019 and 2020, respectively. The Company does not expect these final rules to have a material impact on its disclosures and financial statements.
Recently Adopted Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-02,
Leases
. ASU 2016-02 became effective for annual reporting periods beginning after December 15, 2018. ASU 2016-02 amended the FASB Accounting Standards Codification (“ASC”) and created a new ASC Topic 842, “Leases” (“ASC 842”). The Company adopted this standard on January 1, 2019. See
Note 3: Leases
for further discussion, including the impact on the Company's condensed consolidated financial statements and required disclosures.
In February 2018, the FASB issued ASU No. 2018-02,
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
. This guidance allows companies to reclassify items in accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the H.R.1, “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the “Tax Act”) (previously known as “The Tax Cuts and Jobs Act”). This ASU is effective for all entities for annual and interim periods beginning after December 15, 2018. The Company adopted this standard on January 1, 2019. The adoption of this standard did not have a material effect on the Company's financial statements or related disclosures.
In June 2018, the FASB issued ASU No. 2018-07,
Compensation - Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting
. ASU 2018-07 aligns the accounting for share-based payment awards issued to employees and nonemployees. Measurement of equity-classified nonemployee awards will now be valued on the grant date and will no longer be remeasured through the performance completion date. This amendment also changes the accounting for nonemployee awards with performance conditions to recognize compensation cost when achievement of the performance condition is probable, rather than upon achievement of the performance condition, as well as eliminating the requirement to reassess the equity or liability classification for nonemployee awards upon vesting, except for certain award types. This ASU is effective for public entities for
annual and interim periods beginning after December 15, 2018. The Company adopted this standard on January 1, 2019. The adoption of this standard did not have a material effect on the Company's financial statements or related disclosures.
2. REVENUE
Disaggregation of Revenue
The following table discloses revenue disaggregated by type of product and service (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
Service revenue:
|
|
|
|
|
|
|
|
Duplex
|
$
|
9,031
|
|
|
$
|
10,134
|
|
|
$
|
17,676
|
|
|
$
|
18,917
|
|
SPOT
|
12,619
|
|
|
13,868
|
|
|
25,714
|
|
|
26,830
|
|
Commercial IoT
|
4,353
|
|
|
3,216
|
|
|
8,051
|
|
|
6,305
|
|
IGO
|
179
|
|
|
216
|
|
|
345
|
|
|
425
|
|
Other
|
518
|
|
|
561
|
|
|
1,033
|
|
|
1,528
|
|
Total service revenue
|
26,700
|
|
|
27,995
|
|
|
52,819
|
|
|
54,005
|
|
|
|
|
|
|
|
|
|
Subscriber equipment sales:
|
|
|
|
|
|
|
|
Duplex
|
$
|
306
|
|
|
$
|
751
|
|
|
$
|
557
|
|
|
$
|
1,182
|
|
SPOT
|
2,186
|
|
|
2,011
|
|
|
3,777
|
|
|
3,485
|
|
Commercial IoT
|
1,972
|
|
|
2,878
|
|
|
4,044
|
|
|
3,711
|
|
Other
|
27
|
|
|
91
|
|
|
72
|
|
|
92
|
|
Total subscriber equipment sales
|
4,491
|
|
|
5,731
|
|
|
8,450
|
|
|
8,470
|
|
|
|
|
|
|
|
|
|
Total revenue
|
$
|
31,191
|
|
|
$
|
33,726
|
|
|
$
|
61,269
|
|
|
$
|
62,475
|
|
The Company attributes equipment revenue to various countries based on the location where equipment is sold. Service revenue is generally attributed to the various countries based on the Globalstar entity that holds the customer contract. The following table discloses revenue disaggregated by geographical market (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
Service revenue:
|
|
|
|
|
|
|
|
United States
|
$
|
19,452
|
|
|
$
|
20,106
|
|
|
$
|
38,704
|
|
|
$
|
38,485
|
|
Canada
|
4,331
|
|
|
4,794
|
|
|
8,142
|
|
|
9,280
|
|
Europe
|
2,212
|
|
|
2,404
|
|
|
4,334
|
|
|
4,650
|
|
Central and South America
|
570
|
|
|
612
|
|
|
1,134
|
|
|
1,181
|
|
Others
|
135
|
|
|
79
|
|
|
505
|
|
|
409
|
|
Total service revenue
|
26,700
|
|
|
27,995
|
|
|
52,819
|
|
|
54,005
|
|
|
|
|
|
|
|
|
|
Subscriber equipment sales:
|
|
|
|
|
|
|
|
United States
|
$
|
2,549
|
|
|
$
|
4,408
|
|
|
$
|
4,760
|
|
|
$
|
6,003
|
|
Canada
|
1,133
|
|
|
620
|
|
|
1,946
|
|
|
971
|
|
Europe
|
440
|
|
|
341
|
|
|
1,017
|
|
|
729
|
|
Central and South America
|
349
|
|
|
338
|
|
|
661
|
|
|
726
|
|
Others
|
20
|
|
|
24
|
|
|
66
|
|
|
41
|
|
Total subscriber equipment sales
|
4,491
|
|
|
5,731
|
|
|
8,450
|
|
|
8,470
|
|
|
|
|
|
|
|
|
|
Total revenue
|
$
|
31,191
|
|
|
$
|
33,726
|
|
|
$
|
61,269
|
|
|
$
|
62,475
|
|
Contract Balances
The following table discloses information about accounts receivable, costs to obtain a contract (as recorded in intangible and other assets, net on the Company's condensed consolidated balance sheet), and contract liabilities (as recorded in both current and long-term deferred revenue on the Company's condensed consolidated balance sheet) from contracts with customers (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
Accounts receivable
|
$
|
22,419
|
|
|
$
|
19,327
|
|
Capitalized costs to obtain a contract
|
1,916
|
|
|
2,018
|
|
Contract liabilities
|
38,108
|
|
|
37,630
|
|
Accounts Receivable
Included in the accounts receivable balance in the table above are contract assets, which represent primarily unbilled amounts related to performance obligations satisfied by the Company of
$1.3 million
and
$0.7 million
as of
June 30, 2019
and
December 31, 2018
, respectively.
The Company has agreements with certain of its independent gateway operators ("IGOs") whereby the parties net settle outstanding payables and receivables between the respective entities on a periodic basis. As of
June 30, 2019
and
December 31, 2018
,
$8.2 million
and
$7.8 million
, respectively, related to these agreements was included in accounts receivable on the Company’s condensed consolidated balance sheet.
Impairment losses on receivables include both provisions for bad debt and the reversal of revenue for accounts where collectability is not reasonably assured. During the three months ended
June 30, 2019
and
2018
, impairment loss on receivables from contracts with customers was
$0.9 million
and
$0.8 million
, respectively. During the
six
months ended
June 30, 2019
and
2018
, impairment loss on receivables from contracts with customers was
$2.7 million
and
$1.8 million
, respectively. The increase in the impairment loss on receivables during the six months ended
June 30, 2019
compared to the same period in 2018 was driven primarily by a specific reserve related to one of the Company's IGOs, which the Company recorded in the quarter ended March 31, 2019.
Costs to Obtain a Contract
The Company also capitalizes costs to obtain a contract, which include certain deferred subscriber acquisition costs that are amortized consistently with the pattern of transfer of the good or delivery of the service to which the asset relates. The Company’s subscriber acquisition costs primarily include dealer and internal sales commissions and certain other costs, including but not limited to, promotional costs, cooperative marketing credits and shipping and fulfillment costs. The Company capitalizes incremental costs to obtain a contract to the extent it expects to recover them. These capitalized contract costs include only internal and external initial activation commissions because these costs are considered incremental and would not have been incurred if the contract had not been obtained. These capitalized costs are included in other assets on the Company’s condensed consolidated balance sheet and are amortized to marketing, general and administrative expenses on the Company’s condensed consolidated statement of operations on a straight-line basis over the estimated customer life of
three
years, which considers anticipated contract renewals. For the three months ended
June 30, 2019
and
2018
, the amount of amortization related to capitalized costs to obtain a contract was
$0.3 million
and
$0.4 million
, respectively. For the
six
months ended
June 30, 2019
and
2018
, the amount of amortization related to capitalized costs to obtain a contract was
$0.7 million
and
$0.8 million
, respectively.
Contract Liabilities
Contract liabilities, which are included in deferred revenue on the Company’s condensed consolidated balance sheet, represent the Company’s obligation to transfer service or equipment to a customer for which it has previously received consideration from a customer. As of
June 30, 2019
, the total transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations was
$38.1 million
. The amount of revenue recognized during the
six
months ended
June 30, 2019
from performance obligations included in the contract liability balance at the beginning of the 2019 period was
$21.4 million
. The amount of revenue recognized during the
six
months ended
June 30, 2018
from performance obligations included in the contract liability balance at the beginning of the 2018 period was
$22.6 million
.
In general, the duration of the Company’s contracts is one year or less; however, from time to time, the Company offers multi-year contracts. As of
June 30, 2019
, the Company expects to recognize
$32.7 million
, or approximately
86%
, of its remaining
performance obligations during the next twelve months and
$2.5 million
, or approximately
6%
, between two to seven years from the balance sheet date. The remaining
$2.9 million
, or approximately
8%
, is related to a single contract and will be recognized as work is performed by the Company, the timing of which is currently unknown.
3. LEASES
Adoption of ASC Topic 842 “Leases”
On January 1, 2019, the Company adopted ASC 842 using the modified retrospective method. The Company has presented financial results and applied its accounting policies for the period beginning January 1, 2019 under ASC 842, while prior period results and accounting policies have not been adjusted and are reflected under legacy GAAP pursuant to ASC 840.
In connection with the adoption of ASC 842, the Company performed an analysis of contracts under ASC 840 to ensure proper assessment of leases (or embedded leases) in existence as of January 1, 2019. The Company elected the package of practical expedients permitted under ASC 842, which allows the Company not to reassess 1) whether any expired or existing contracts as of the adoption date are or contain a lease, 2) lease classification for any expired or existing leases as of the adoption date and 3) initial direct costs for any existing leases as of the adoption date.
The most significant impact of applying ASC 842 was the recognition of right-of-use assets and lease liabilities for operating leases in its condensed consolidated balance sheet. For finance leases, the accounting remained generally consistent with legacy GAAP; however, the existing capital lease and obligation for these leases have been reclassified to a right-of-use asset and lease liability. On January 1, 2019, the Company recognized an initial operating right-of-use asset of
$3.3 million
and associated operating lease liabilities of
$3.7 million
. Since adoption of ASC 842 on January 1, 2019, the Company entered into additional leases, most significantly a lease agreement for its new headquarters location (see further discussion in
Note 9: Related Party Transactions
), resulting in the recognition of additional right-of-use assets and associated lease liabilities of
$11.7 million
. There was
no
impact to opening retained deficit as of January 1, 2019.
Leases
The Company has operating and finance leases for facilities and equipment throughout the United States and around the world, including corporate offices, satellite control centers, ground control centers, gateways and certain equipment.
Upon inception of a contract, the Company evaluates if the contract, or part of the contract, contains a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Leases include both a right-of-use asset and a lease liability. The right-of-use asset represents the Company’s right to use the underlying asset in the lease. Certain initial direct costs associated with consummating a lease are included in the initial measurement of the right-of-use asset. The right-of-use asset also includes prepaid lease payments and lease incentives. The lease liability represents the present value of the remaining lease payments discounted using the implicit rate in the lease on the lease commencement date. For leases in which the implicit rate is not readily determinable, an estimated incremental borrowing rate is used, which represents a rate of interest that the Company would pay to borrow on a collateralized basis over a similar term. The Company has elected to combine lease and nonlease components, if applicable. As of
June 30, 2019
, there are no leases not yet commenced that create significant rights and obligations.
For operating leases, the Company records lease expense on a straight-line basis over the lease term in either marketing, general and administrative expense or cost of services, depending on the nature of the underlying asset. For finance leases, the Company records the amortization of the right-of-use asset through depreciation, amortization and accretion expense and records the interest expense on the lease liability through interest expense, net, using the effective interest method.
Variable lease payments are payments made to a lessor due to changes in circumstances occurring after the commencement date. Variable lease payments dependent upon an index or rate are included in the measurement of the lease liability; all other variable lease payments are not included in the measurement of the lease liability and recognized when incurred. Variable lease payments excluded from the measurement of the lease liability are uncommon and, when incurred, are immaterial for the Company.
The Company’s leases have remaining lease terms of
1
year to
12
years. Lease terms include renewal or termination options that the Company is reasonably certain to exercise. For leases with a term of twelve months or less, the Company does not record a right-of-use asset and associated lease liability on its condensed consolidated balance sheet.
The Company reviews the carrying value of its right-of-use assets for impairment whenever events or changes in circumstances indicate that the recorded value may not be recoverable. Recoverability of assets is measured by comparing the carrying amounts
of the assets to the estimated future undiscounted cash flows, excluding financing costs. If the Company determines that an impairment exists, any related impairment loss is estimated based on fair values.
The following tables disclose the components of the Company’s finance and operating leases (amounts in thousands):
|
|
|
|
|
|
|
|
As of:
|
|
|
June 30, 2019
|
Operating leases:
|
|
|
Right-of-use asset, net
|
|
$
|
14,198
|
|
|
|
|
Short-term lease liability (as recorded in accrued expenses)
|
|
1,400
|
|
Long-term lease liability
|
|
13,185
|
|
Total operating lease liabilities
|
|
$
|
14,585
|
|
|
|
|
Finance leases:
|
|
|
Right-of-use asset, net (as recorded in intangible and other current assets, net)
|
|
$
|
148
|
|
|
|
|
Short-term lease liability (as recorded in accrued expenses)
|
|
86
|
|
Long-term lease liability (as recorded in non-current liabilities)
|
|
48
|
|
Total finance lease liabilities
|
|
$
|
134
|
|
Impact on Financial Statements
The following table summarizes the impact of the adoption of ASC 842 on the Company’s condensed consolidated balance sheet. There was no impact on the Company’s condensed consolidated statement of operations as a result of this adoption. Amounts are in thousands.
Condensed Consolidated Balance Sheet
As of
June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact on change in accounting policy
|
|
As reported
June 30, 2019
|
|
Impact of
ASC 842
|
|
Legacy
GAAP
|
Right-of-use asset, net
|
$
|
14,198
|
|
|
$
|
(14,198
|
)
|
|
$
|
—
|
|
Intangible and other assets, net
|
148
|
|
|
(148
|
)
|
|
—
|
|
Property and equipment, net
|
—
|
|
|
148
|
|
|
148
|
|
Accrued expenses
|
1,486
|
|
|
(1,292
|
)
|
|
194
|
|
Lease liabilities
|
13,185
|
|
|
(13,185
|
)
|
|
—
|
|
Other non-current liabilities
|
48
|
|
|
—
|
|
|
48
|
|
Lease Cost
The components of lease cost are reflected in the table below (amounts in thousands). As noted above, prior periods have not been adjusted under the modified retrospective method of adoption.
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
June 30, 2019
|
|
June 30, 2019
|
Operating lease cost:
|
|
|
|
|
Amortization of right-of-use assets
|
|
$
|
408
|
|
|
$
|
817
|
|
Interest on lease liabilities
|
|
312
|
|
|
442
|
|
Finance lease cost:
|
|
|
|
|
Amortization of right-of-use assets
|
|
26
|
|
|
52
|
|
Interest on lease liabilities
|
|
3
|
|
|
6
|
|
Short-term lease cost
|
|
8
|
|
|
176
|
|
Total lease cost
|
|
$
|
757
|
|
|
$
|
1,493
|
|
Weighted-Average Remaining Lease Term and Discount Rate
The following table discloses the weighted-average remaining lease term and discount rate for finance and operating leases.
|
|
|
|
|
|
|
As of:
|
|
|
June 30, 2019
|
|
|
|
Weighted-average lease term
|
|
|
Finance leases
|
|
1.8 years
|
|
Operating Leases
|
|
9.2 years
|
|
|
|
|
Weighted-average discount rate
|
|
|
Finance leases
|
|
7.9
|
%
|
Operating leases
|
|
8.4
|
%
|
Supplemental Cash Flow Information
The below table discloses supplemental cash flow information for finance and operating leases (in thousands).
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
June 30, 2019
|
|
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
Operating cash flows from operating leases
|
|
$
|
1,215
|
|
Operating cash flows from finance leases
|
|
6
|
|
Financing cash flows from finance leases
|
|
45
|
|
Maturity Analysis
The following table reflects undiscounted cash flows on an annual basis for the Company’s lease liabilities as of
June 30, 2019
(amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Operating Leases
|
|
Finance Leases
|
|
|
|
|
|
2019 (remaining)
|
|
$
|
1,334
|
|
|
$
|
52
|
|
2020
|
|
2,645
|
|
|
72
|
|
2021
|
|
2,062
|
|
|
11
|
|
2022
|
|
1,955
|
|
|
6
|
|
2023
|
|
1,998
|
|
|
3
|
|
2024
|
|
1,999
|
|
|
—
|
|
Thereafter
|
|
9,378
|
|
|
—
|
|
Total lease payments
|
|
$
|
21,371
|
|
|
$
|
144
|
|
Imputed interest
|
|
(6,786
|
)
|
|
(10
|
)
|
Discounted lease liability
|
|
$
|
14,585
|
|
|
$
|
134
|
|
4. PROPERTY AND EQUIPMENT
Property and equipment consists of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
June 30,
2019
|
|
December 31,
2018
|
Globalstar System:
|
|
|
|
|
|
Space component
|
|
|
|
|
|
First and second-generation satellites in service
|
$
|
1,195,291
|
|
|
$
|
1,195,291
|
|
Second-generation satellite, on-ground spare
|
32,443
|
|
|
32,481
|
|
Ground component
|
269,907
|
|
|
256,850
|
|
Construction in progress:
|
|
|
|
|
|
Ground component
|
12,195
|
|
|
18,068
|
|
Next-generation software upgrades
|
2,789
|
|
|
2,250
|
|
Other
|
1,458
|
|
|
2,699
|
|
Total Globalstar System
|
1,514,083
|
|
|
1,507,639
|
|
Internally developed and purchased software
|
18,931
|
|
|
26,045
|
|
Equipment
|
10,088
|
|
|
10,097
|
|
Land and buildings
|
3,323
|
|
|
3,311
|
|
Leasehold improvements
|
1,572
|
|
|
1,478
|
|
Total property and equipment
|
1,547,997
|
|
|
1,548,570
|
|
Accumulated depreciation
|
(704,045
|
)
|
|
(665,875
|
)
|
Total property and equipment, net
|
$
|
843,952
|
|
|
$
|
882,695
|
|
Amounts in the above table consist primarily of costs incurred related to the construction of the Company’s second-generation constellation and ground upgrades. The remaining ground component of construction in progress represents costs (including capitalized interest) incurred for assets to upgrade the Company's ground infrastructure in certain regions around the world. These gateway assets will be deployed based on coverage optimization. In January 2019, the Company completed technology upgrades to allow customers to use Sat-Fi2
®
in certain areas of Latin America. Accordingly, it placed into service approximately
$7.9 million
of construction in progress (including capitalized interest) related to the deployment of two RANs to this region. The ground component of construction in progress also includes costs (including capitalized interest) associated with the Company's contract for the procurement and production of new gateway antennas.
Additionally, during the first quarter of 2019, a portion of internally developed and purchased software assets were retired, which drove the decrease in the table above.
Amounts included in the Company’s second-generation satellite, on-ground spare balance as of
June 30, 2019
and
December 31, 2018
, consist primarily of costs related to a spare second-generation satellite that has not been placed in orbit, but is capable of being included in a future launch. As of
June 30, 2019
, this satellite has not been placed into service; therefore, the Company has not started to record depreciation expense.
5. LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS
Long-term debt consists of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|
Principal
Amount
|
|
Unamortized Discount and Deferred Financing Costs
|
|
Carrying
Value
|
|
Principal
Amount
|
|
Unamortized Discount and Deferred Financing Costs
|
|
Carrying
Value
|
Facility Agreement
|
$
|
341,955
|
|
|
$
|
19,852
|
|
|
$
|
322,103
|
|
|
$
|
389,390
|
|
|
$
|
24,355
|
|
|
$
|
365,035
|
|
Subordinated Loan Agreement
|
62,078
|
|
|
460
|
|
|
61,618
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Loan Agreement with Thermo
|
127,108
|
|
|
20,688
|
|
|
106,420
|
|
|
119,702
|
|
|
22,665
|
|
|
97,037
|
|
8.00% Convertible Senior Notes Issued in 2013
|
1,394
|
|
|
—
|
|
|
1,394
|
|
|
1,379
|
|
|
—
|
|
|
1,379
|
|
Total Debt
|
532,535
|
|
|
41,000
|
|
|
491,535
|
|
|
510,471
|
|
|
47,020
|
|
|
463,451
|
|
Less: Current Portion
|
98,829
|
|
|
—
|
|
|
98,829
|
|
|
96,249
|
|
|
—
|
|
|
96,249
|
|
Long-Term Debt
|
$
|
433,706
|
|
|
$
|
41,000
|
|
|
$
|
392,706
|
|
|
$
|
414,222
|
|
|
$
|
47,020
|
|
|
$
|
367,202
|
|
The principal amounts shown above include payment of in-kind interest, as applicable. The carrying value is net of deferred financing costs and any discounts to the loan amounts at issuance, including accretion, as further described below. The current portion of long-term debt represents the scheduled principal repayments under the Facility Agreement due within one year of the balance sheet date and the total outstanding balance of the Company's
8.00%
Convertible Senior Notes Issued in 2013 (the "2013
8.00%
Notes") based on the put and call features in these notes. The Company believes that the principal payments due in December 2019 and June 2020 under the Facility Agreement will be in excess of its available sources of cash in order to also maintain compliance with the required balance in the debt service reserve account. The Company intends to raise funds in sufficient amounts to meet its obligations or, alternatively, seek an amendment to or refinancing of these debt obligations; however, the source of funds has not yet been finalized nor have the definitive terms of any such amendment or refinancing been determined.
Facility Agreement
In 2009, the Company entered into the Facility Agreement with a syndicate of bank lenders, including BNP Paribas, Société Générale, Natixis, Crédit Agricole Corporate and Investment Bank (formerly Calyon) and Crédit Industriel et Commercial, as arrangers, and BNP Paribas, as the security agent. The Facility Agreement was amended and restated in July 2013, August 2015 and June 2017.
The Facility Agreement is scheduled to mature in
December 2022
. As of
June 30, 2019
, the Facility Agreement was fully drawn. Semi-annual principal repayments began in December 2014. Indebtedness under the Facility Agreement bears interest at a floating rate of LIBOR plus a margin that increases by
0.5%
each year to a maximum rate of LIBOR plus
5.75%
. For the twelve-month period ended June 30, 2019, this rate was LIBOR plus
3.75%
. This margin increased to
4.25%
on
July 1, 2019
. Interest on the Facility Agreement is payable semi-annually in arrears on June 30 and December 31 of each calendar year.
Ninety-five
percent of the Company’s obligations under the Facility Agreement are guaranteed by Bpifrance Assurance Export S.A.S. (“BPIFAE”) (formerly COFACE), the French export credit agency. The Company’s obligations under the Facility Agreement are guaranteed on a senior secured basis by all of its domestic subsidiaries and are secured by a first priority lien on substantially all of the assets of the Company and its domestic subsidiaries (other than their FCC licenses), including patents and trademarks,
100%
of the equity of the Company’s domestic subsidiaries and
65%
of the equity of certain foreign subsidiaries.
The Facility Agreement contains customary events of default and requires that the Company satisfy various financial and non-financial covenants. The covenants in the Facility Agreement limit the Company's ability to, among other things, incur or guarantee additional indebtedness; make certain investments, acquisitions or capital expenditures above certain agreed levels; pay dividends or repurchase or redeem capital stock or subordinated indebtedness; grant liens on its assets; incur restrictions on the ability of its
subsidiaries to pay dividends or to make other payments to the Company; enter into transactions with its affiliates; merge or consolidate with other entities or transfer all or substantially all of its assets; and transfer or sell assets. Additionally, the Company's credit card processor has required a reserve of
$5.0 million
to address any liability arising from potential charge-backs given the growth in both volume and amount of the Company's annual service subscriptions over the past several years, among other factors. The Company is in discussions with its senior lenders to evaluate if this reserve impacts the terms of the Facility Agreement.
In calculating compliance with the financial covenants of the Facility Agreement, the Company may include certain cash funds contributed to the Company from the issuance of the Company's common stock and/or subordinated indebtedness. These funds are referred to as “Equity Cure Contributions” and may be used to achieve compliance with financial covenants through December 2019. If the Company violates any covenants and is unable to obtain a sufficient Equity Cure Contribution or obtain a waiver, or is unable to make payments to satisfy its debt obligations under the Facility Agreement when due and is unable to obtain a waiver, it would be in default under the Facility Agreement and payment of the indebtedness could be accelerated. The acceleration of the Company's indebtedness under one agreement may permit acceleration of indebtedness under other agreements that contain cross-acceleration provisions. The Company needed an Equity Cure Contribution to maintain compliance with financial covenants under the Facility Agreement for the measurement period ended June 30, 2019, which it obtained through the Subordinated Loan Agreement. The Company anticipates that it will also need an Equity Cure Contribution to maintain compliance with financial covenants for the measurement period ended December 31, 2019, subject to the provisions of the Facility Agreement. The source of funds for this Equity Cure Contribution has not yet been arranged. Additionally, the Company may not be in compliance with financial covenants for the measurement period June 30, 2020, and the Facility Agreement would not permit an Equity Cure Contribution at that time. As discussed above, the Company is actively working to refinance or amend the terms of the Facility Agreement, which could include an extension of the Company's ability to use Equity Cure Contributions; however, the terms of any such amendment or refinancing have not been determined. As of
June 30, 2019
, the Company was in compliance with respect to the covenants of the Facility Agreement, except for one matter. In early 2019, the agent to the lenders of the Facility Agreement notified the Company that they believe it had not complied with a certain administrative provision within the Facility Agreement. The Company believes that it remedied any noncompliance within the allowed cure period and therefore avoided an event of default.
The Facility Agreement also requires the Company to maintain a debt service reserve account, which is pledged to secure all of the Company's obligations under the Facility Agreement. The use of the debt service reserve account funds is restricted to making principal and interest payments under the Facility Agreement. The balance in the debt service reserve account must equal at least the total amount of principal and interest payable by the Company on the next payment date. As of
June 30, 2019
, the balance in the debt service reserve account was
$58.8 million
and the balance in an equity proceeds account, that is also required to be used for obligations under the Facility Agreement, was
$2.1 million
, both of which are classified as restricted cash on the Company's condensed consolidated balance sheet.
Subordinated Loan
On July 2, 2019, the Company entered into a Subordinated Loan Agreement (the “Subordinated Loan Agreement”), effective as of June 28, 2019, with Thermo Funding Company LLC (an affiliated entity to Thermo), and certain unaffiliated parties (together with Thermo, the “Lenders”). Under the Subordinated Loan Agreement, the Lenders lent
$62.0 million
to the Company on June 28, 2019 for the primary purpose of funding the June 30, 2019 scheduled payment of interest and principal under the Company’s Facility Agreement and for certain other purposes. The loans under the Subordinated Loan Agreement qualified as an Equity Cure Contribution under the Facility Agreement. Globalstar’s indebtedness to the Lenders is subordinated to all obligations of the Company under the Facility Agreement. Thermo has agreed to subordinate the Company’s obligations to it under the Loan Agreement to the Company’s obligations under the Subordinated Loan Agreement.
The Subordinated Loan Agreement accrues interest at
15%
per annum, which is capitalized and added to the outstanding principal in lieu of cash payments. Payments to the Lenders will be made only when permitted under the Facility Agreement. The Subordinated Loan Agreement becomes due and payable on December 31, 2023, or upon any acceleration of the maturity of the Subordinated Loan Agreement. As of
June 30, 2019
,
$0.1 million
of interest had accrued with respect to the Subordinated Loan Agreement; the Subordinated Loan Agreement is included in long-term debt on the Company’s condensed consolidated balance sheet.
The Subordinated Loan Agreement also contains an affirmative covenant requiring the Company to use reasonable best efforts to either (i) refinance its obligations under the Facility Agreement and the Subordinated Loan Agreement in full or (ii) refinance its obligations under the Subordinated Loan Agreement and obtain a corresponding amendment of the Facility Agreement to permit such refinancing. In addition, in the event the Company’s obligations under the Subordinated Loan Agreement have not been refinanced within 120 days of the date of the Subordinated Loan Agreement, the Company is required to use its reasonable best
efforts to issue and do all things to facilitate the issuance of registered warrants exercisable for shares of common stock in the Company to the Lenders in such amounts and on such terms and the Company and the Lenders shall agree.
The Company evaluated the affirmative covenant in the Subordinated Loan Agreement and determined that the warrants did not qualify as contingently issuable equity under ASC 815 as of June 30, 2019 because the definitive terms of such warrants were not agreed upon at the time the Subordinated Loan Agreement was executed.
The Company’s Board of Directors considered the Subordinated Loan Agreement and the related transactions and unanimously concluded that they constitute a “Permitted Financing” under Article Eleventh of the Second Amended and Restated Certificate of Incorporation of the Company.
Thermo Loan Agreement
In connection with the amendment and restatement of the Facility Agreement in July 2013, the Company amended and restated its loan agreement with Thermo (the “Loan Agreement”). All obligations of the Company to Thermo under the Loan Agreement are subordinated to the Company’s obligations under the Facility Agreement. The Loan Agreement is convertible into shares of common stock at a conversion price of
$0.69
(as adjusted) per share of common stock. Based on the terms of the Settlement Agreement (as defined and discussed further in
Note 8: Contingencies
), the outstanding debt under the Loan Agreement with Thermo will convert into shares of Globalstar common stock at the conversion price in place at the time of certain financing events described in the Settlement Agreement, if and when such events occur.
The Loan Agreement accrues interest at
12%
per annum, which is capitalized and added to the outstanding principal in lieu of cash payments. The Company will make payments to Thermo only when permitted by the Facility Agreement. Principal and interest under the Loan Agreement become due and payable
six
months after the obligations under the Facility Agreement have been paid in full, or earlier if the Company has a change in control or if any acceleration of the maturity of the loans under the Facility Agreement occurs. As of
June 30, 2019
,
$83.6 million
of interest had accrued since 2009 with respect to the Loan Agreement; the Loan Agreement is included in long-term debt on the Company’s condensed consolidated balance sheets.
The Company evaluated the various embedded derivatives within the Loan Agreement (See
Note 7: Fair Value Measurements
for additional information about the embedded derivative in the Loan Agreement). The Company determined that the conversion option and the contingent put feature upon a fundamental change required bifurcation from the Loan Agreement. The conversion option and the contingent put feature were not deemed clearly and closely related to the Loan Agreement and were separately accounted for as a standalone derivative. The Company recorded this compound embedded derivative liability as a non-current liability on its condensed consolidated balance sheets with a corresponding debt discount, which is netted against the face value of the Loan Agreement.
The Company is accreting the debt discount associated with the compound embedded derivative liability to interest expense through the maturity of the Loan Agreement using an effective interest rate method. The fair value of the compound embedded derivative liability is marked-to-market at the end of each reporting period, with any changes in value reported in the condensed consolidated statements of operations. The Company determines the fair value of the compound embedded derivative using a Monte Carlo simulation model.
As previously disclosed, in connection with the Settlement Agreement discussed in
Note 8: Contingencies
, the Company formed a Strategic Review Committee that is required to remain in existence for as long as Thermo and its affiliates own and its affiliates beneficially own forty-five percent (
45%
) or more of Globalstar’s outstanding common stock. To the extent permitted by applicable law, the Strategic Review Committee has exclusive responsibility for the oversight, review and approval of, among other things and subject to certain exceptions, any acquisition by Thermo and its affiliates of additional newly-issued securities of the Company and any transaction between the Company and Thermo and its affiliates with a value in excess of
$250,000
. The approval of any of the foregoing transactions will require the vote of at least a majority of the Strategic Review Committee.
8.00%
Convertible Senior Notes Issued in 2013
The 2013
8.00%
Notes are convertible into shares of common stock at a conversion price of
$0.69
(as adjusted) per share of common stock. The conversion price of the 2013
8.00%
Notes is adjusted in the event of certain stock splits or extraordinary share distributions, or as a reset of the base conversion and exercise price pursuant to the terms of the Fourth Supplemental Indenture between the Company and U.S. Bank National Association, as Trustee, dated May 20, 2013 (the “Indenture”).
The 2013
8.00%
Notes are senior unsecured debt obligations of the Company with no sinking fund. The 2013
8.00%
Notes will mature on April 1, 2028, subject to various call and put features, and bear interest at a rate of
8.00%
per annum. Subject to
certain conditions set forth in the Indenture, the Company may redeem the 2013
8.00%
Notes, with the prior approval of the majority lenders under the Facility Agreement, in whole or in part, at any time on or after April 1, 2018, at a price equal to the principal amount of the 2013
8.00%
Notes to be redeemed plus all accrued and unpaid interest thereon. As of
June 30, 2019
, the 2013
8.00%
Notes have not been redeemed by the Company. A holder of the 2013
8.00%
Notes has the right, at the holder’s option, to require the Company to purchase some or all of the 2013
8.00%
Notes held by it on April 1, 2023 at a price equal to the principal amount of the 2013
8.00%
Notes to be purchased plus accrued and unpaid interest.
Interest on the 2013
8.00%
Notes is payable semi-annually in arrears on April 1 and October 1 of each year. Interest is paid in cash at a rate of
5.75%
per annum and in additional notes at a rate of
2.25%
per annum. The Indenture for the 2013
8.00%
Notes provides for customary events of default. As of
June 30, 2019
, the Company was in compliance with the terms of the 2013
8.00%
Notes and the Indenture.
Subject to the procedures for conversion and other terms and conditions of the Indenture, a holder may convert its 2013
8.00%
Notes at its option at any time prior to the close of business on the business day immediately preceding
April 1, 2028
, into shares of common stock (or, at the option of the Company, cash in lieu of all or a portion thereof, provided that, under the Facility Agreement, the Company may pay cash only with the consent of the majority lenders) over a
40
-consecutive trading day settlement period. As of
June 30, 2019
, holders had converted a total of
$55.4 million
principal amount of the 2013
8.00%
Notes, resulting in the issuance of approximately
98.5 million
shares of voting common stock.
The Company evaluated the various embedded derivatives within the Indenture for the 2013
8.00%
Notes. The Company determined that the conversion option and the contingent put feature within the Indenture required bifurcation from the 2013
8.00%
Notes. The Company recorded this compound embedded derivative liability as a liability on its condensed consolidated balance sheets with a corresponding debt discount which was netted against the face value of the 2013
8.00%
Notes. See
Note 6: Derivatives
for further information.
6. DERIVATIVES
In connection with certain existing borrowing arrangements, the Company was required to record derivative instruments on its condensed consolidated balance sheets. None of these derivative instruments are designated as a hedge. The following table discloses the fair values of the derivative instruments on the Company’s condensed consolidated balance sheets (in thousands):
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
Derivative liabilities:
|
|
|
|
|
|
Compound embedded derivative with the 2013 8.00% Notes
|
$
|
(288
|
)
|
|
$
|
(757
|
)
|
Compound embedded derivative with the Loan Agreement with Thermo
|
(54,453
|
)
|
|
(146,108
|
)
|
Total derivative liabilities
|
$
|
(54,741
|
)
|
|
$
|
(146,865
|
)
|
The following table discloses the changes in value recorded as derivative gain (loss) in the Company’s condensed consolidated statement of operations (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
Compound embedded derivative with the 2013 8.00% Notes
|
$
|
255
|
|
|
$
|
(934
|
)
|
|
469
|
|
|
387
|
|
Compound embedded derivative with the Loan Agreement with Thermo
|
34,861
|
|
|
(1,125
|
)
|
|
91,655
|
|
|
106,498
|
|
Total derivative gain (loss)
|
$
|
35,116
|
|
|
$
|
(2,059
|
)
|
|
$
|
92,124
|
|
|
$
|
106,885
|
|
Intangible and Other Assets
Interest Rate Cap
In June 2009, in connection with entering into the Facility Agreement, under which interest accrues at a variable rate, the Company entered into
five
ten
-year interest rate cap agreements, which mature in December 2019. The interest rate cap agreements reflect a variable notional amount at interest rates that provide coverage to the Company for exposure resulting from escalating interest rates over the term of the Facility Agreement. The interest rate cap provides limits on the six-month Libor rate (“Base Rate”) used to calculate the coupon interest on outstanding amounts on the Facility Agreement and is capped at
5.50%
should the Base Rate not exceed
6.5%
. Should the Base Rate exceed
6.5%
, the Company’s Base Rate will be
1%
less than the then six-month Libor rate. The Company paid an approximately
$12.4 million
upfront fee for the interest rate cap agreements. The interest rate cap did not qualify for hedge accounting treatment, and changes in the fair value of the agreements are included in the condensed consolidated statements of operations. The value of the interest rate cap was approximately
zero
as of
June 30, 2019
and
December 31, 2018
, respectively.
Derivative Liabilities
The Company has identified various embedded derivatives resulting from certain features in the Company’s debt instruments, including the conversion option and the contingent put feature within both the 2013
8.00%
Notes and the Loan Agreement with Thermo. The fair value of each embedded derivative liability is marked-to-market at the end of each reporting period, or more frequently as deemed necessary, with any changes in value reported in its condensed consolidated statements of operations and its condensed consolidated statements of cash flows as an operating activity. The Company determined the fair value of its compound embedded derivative liabilities using a Monte Carlo simulation model. See
Note 7: Fair Value Measurements
for further discussion. Consistent with the classification of the 2013
8.00%
Notes on the Company's condensed consolidated balance sheet, the Company has classified the associated derivative liability as current on its condensed consolidated balance sheet at
June 30, 2019
.
7. FAIR VALUE MEASUREMENTS
The Company follows the authoritative guidance for fair value measurements relating to financial and non-financial assets and liabilities, including presentation of required disclosures herein. This guidance establishes a fair value framework requiring the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets and liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:
Level 1:
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.
Level 2:
Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3:
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
Recurring Fair Value Measurements
The following tables provide a summary of the liabilities measured at fair value on a recurring basis (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
Balance
|
Compound embedded derivative with the 2013 8.00% Notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(288
|
)
|
|
$
|
(288
|
)
|
Compound embedded derivative with the Loan Agreement with Thermo
|
—
|
|
|
—
|
|
|
(54,453
|
)
|
|
(54,453
|
)
|
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(54,741
|
)
|
|
$
|
(54,741
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
Balance
|
Compound embedded derivative with the 2013 8.00% Notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(757
|
)
|
|
$
|
(757
|
)
|
Compound embedded derivative with the Loan Agreement with Thermo
|
—
|
|
|
—
|
|
|
(146,108
|
)
|
|
(146,108
|
)
|
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(146,865
|
)
|
|
$
|
(146,865
|
)
|
Derivative Liabilities
The Company has
two
derivative liabilities classified as Level 3. The Company marks-to-market these liabilities at each reporting date, or more frequently as deemed necessary, with the changes in fair value recognized in the Company’s condensed consolidated statements of operations. See
Note 6: Derivatives
for further discussion.
The significant quantitative Level 3 inputs utilized in the valuation models are shown in the tables below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
Stock Price
Volatility
|
|
Risk-Free
Interest
Rate
|
|
Note
Conversion
Price
|
|
Discount Rate
|
|
Market Price of Common Stock
|
Compound embedded derivative with the 2013 8.00% Notes
|
70% - 135%
|
|
1.7
|
%
|
|
$
|
0.69
|
|
|
10% - 27%
|
|
|
$
|
0.48
|
|
Compound embedded derivative with the Loan Agreement with Thermo
|
70% - 135%
|
|
1.7
|
%
|
|
$
|
0.69
|
|
|
27
|
%
|
|
$
|
0.48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
Stock Price
Volatility
|
|
Risk-Free
Interest
Rate
|
|
Note
Conversion
Price
|
|
Discount Rate
|
|
Market Price of Common Stock
|
Compound embedded derivative with the 2013 8.00% Notes
|
40% - 120%
|
|
2.5
|
%
|
|
$
|
0.69
|
|
|
28
|
%
|
|
$
|
0.64
|
|
Compound embedded derivative with the Loan Agreement with Thermo
|
40% - 120%
|
|
2.5
|
%
|
|
$
|
0.69
|
|
|
28
|
%
|
|
$
|
0.64
|
|
Fluctuation in the Company’s stock price is one of the primary drivers for the changes in the derivative valuations during each reporting period. The Company's stock price decreased
25%
from
December 31, 2018
to
June 30, 2019
. As the stock price decreases, the value to the holder of the instrument generally decreases, thereby decreasing the liability on the Company’s condensed consolidated balance sheets. Stock price volatility is another significant unobservable input used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the expected volatility of the Company's stock price. Decreases in expected volatility would generally result in a lower fair value measurement.
Probability of a change of control is another significant unobservable input used in the fair value measurement of the Company’s derivative instruments. Subject to certain restrictions in each indenture, the Company’s debt instruments contain certain provisions whereby holders may require the Company to purchase all or any portion of the convertible debt instrument upon a change of control. A change of control will occur upon certain changes in the ownership of the Company or certain events relating to the trading of the Company’s common stock. The simulated fair value of the derivative liabilities above is sensitive to changes in the assumed probabilities of a change of control. Increases in the assumed probability of a change of control in the short-term would generally result in a lower fair value measurement, while increases in the assumed probability of a change in control in the long-term would generally result in a higher fair value measurement.
As previously discussed, the Company is actively working on a refinancing of its debt obligations. A refinancing may result in the conversion of certain outstanding loan agreements. The potential conversion of both the Thermo Loan Agreement and the 2013
8.00%
Notes was modeled based on a probability assessment of each financing scenario and, accordingly, was included in the valuation of the associated compound embedded derivatives as of June 30, 2019. These assumptions resulted in a reduction of the derivative valuations during the second quarter of 2019.
In addition to the inputs described above, the valuation model used to calculate the fair value measurement of the compound embedded derivatives within the Company’s 2013
8.00%
Notes and Loan Agreement with Thermo included the following inputs and features: payment-in-kind interest payments, make-whole premiums, a
40
-day stock issuance settlement period upon conversion, estimated maturity date, and the principal balance of each loan at the balance sheet date. There are also certain put and call features, as well as potential redemptions by the Company, within the 2013
8.00%
Notes that impact the valuation model.
The following table presents a rollforward for all liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Balance at beginning of period
|
$
|
(89,857
|
)
|
|
$
|
(119,041
|
)
|
|
$
|
(146,865
|
)
|
|
$
|
(227,985
|
)
|
Unrealized gain (loss), included in derivative gain (loss)
|
35,116
|
|
|
(2,059
|
)
|
|
92,124
|
|
|
106,885
|
|
Balance at end of period
|
$
|
(54,741
|
)
|
|
$
|
(121,100
|
)
|
|
$
|
(54,741
|
)
|
|
$
|
(121,100
|
)
|
Fair Value of Debt Instruments
The Company believes it is not practicable to determine the fair value of the Facility Agreement without incurring significant additional costs. Unlike typical long-term debt, interest rates and other terms for the Facility Agreement are not readily available and generally involve a variety of factors, including due diligence by the debt holders. The following table sets forth the carrying values and estimated fair values of the Company's other debt instruments, which are classified as Level 3 financial instruments (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
Loan Agreement with Thermo
|
$
|
106,420
|
|
|
$
|
78,769
|
|
|
$
|
97,037
|
|
|
$
|
67,452
|
|
2013 8.00% Notes
|
1,394
|
|
|
810
|
|
|
1,379
|
|
|
734
|
|
8. CONTINGENCIES
Securities Claim
On September 25, 2018, a shareholder action was filed against Globalstar, Inc. (the "Company" or "Globalstar"), members of the Board of Directors, Thermo Companies, Inc., and certain members of Globalstar management in the Court of Chancery of the State of Delaware (the "Court"), captioned
Mudrick Capital Management, LP, et al. v. Monroe, et al.
, C.A. No. 2018-0699-TMR (the "Action"). As previously disclosed, on December 14, 2018, all parties to the Action, including plaintiffs Mudrick Capital Management, L.P. (“Mudrick Capital”) and Warlander Asset Management (“Warlander”, and, together with Mudrick Capital, the “Plaintiffs”), entered into a stipulation and agreement of settlement, compromise and release of stockholder derivative action (the “Settlement Agreement”) to settle all claims asserted against all defendants in the Action.
The Settlement Agreement is subject to approval by the Court of Chancery of the State of Delaware, which held a hearing on April 1, 2019. The Company expects the Court to approve the Settlement Agreement and is currently awaiting its decision.
In connection with the Action described above, the Plaintiffs' claims for monetary relief from the Company are now limited to attorneys' fees and expenses incurred in connection with and related to pursuing the Action, as well as in connection with and related to a shareholder demand to inspect certain of the Company's books and records and a lawsuit seeking to enforce that demand. The Company evaluated the facts and circumstances under applicable accounting guidance and determined that a loss with respect to such Plaintiffs' attorneys' fees and costs is probable and reasonably estimable. In accordance with ASC 450, as of
June 30, 2019
, the Company estimated a range of loss and recorded a reserve based on the low end of the range, as there were no facts and circumstances to support a different point in the range. The Company accrued the total estimated loss of
$3.0 million
, which is recorded as a current liability on the Company's condensed consolidated balance sheet and in marketing, general and administrative expenses on the Company’s condensed consolidated statement of operations.
This estimated loss, as well as other costs incurred by the Company directly associated with the Action, exceeded the Company's retention limit of
$1.5 million
for a "securities claim" under its directors and officers insurance policy. According to ASC 450, a recovery related to a contingent loss (e.g., insurance recovery) is a contingent gain. Recovery of a recorded contingent loss shall be recognized only when realization of the recovery is deemed probable and reasonably estimable. The Company believes it is probable that any losses in excess of the Company's retention limit will be covered under the terms of its insurance policy. Accordingly, the Company has recorded a receivable of
$3.5 million
with an offsetting reduction to marketing, general and administrative expenses during the quarter ended
June 30, 2019
.
Business Economic Loss Claim
In May 2018, the Company concluded the settlement of a business economic loss claim in which it was an absent member in a tort class action lawsuit. The Company is due proceeds of
$7.4 million
, net of legal fees, related to this settlement. The Company received the first installment of
$3.7 million
in January 2019. The final installment of
$3.7 million
is expected to be received in January 2020 and is recorded in prepaid expenses and other current assets on the Company's condensed consolidated balance sheet at March 31, 2019. During the second quarter of 2018, the Company recorded the present value of the proceeds of
$6.8 million
and a discount of
$0.6 million
. The present value of the net proceeds of
$6.8 million
was recorded in other income on the Company's condensed consolidated statement of operations. The discount of
$0.6 million
was recorded on the Company's condensed consolidated balance sheet and is being accreted to interest income over the term of the receivable using the effective interest method.
Other Litigation
Due to the nature of the Company's business, the Company is involved, from time to time, in various litigation matters or subject to disputes or routine claims regarding its business activities. Legal costs related to these matters are expensed as incurred.
In management's opinion, there is no pending litigation, dispute or claim, other than those described in this report, which could be expected to have a material adverse effect on the Company's financial condition, results of operations or liquidity.
9. RELATED PARTY TRANSACTIONS
Payables to Thermo and other affiliates related to normal purchase transactions were
$0.4 million
and
$0.7 million
as of
June 30, 2019
and
December 31, 2018
, respectively. Additionally, in connection with funding of the Subordinated Loan Agreement in June 2019, the Company received an incremental
$2.0 million
from Thermo that was in excess of their final allocation in the loan document due to an oversubscription of the loan. This overpayment was refunded to Thermo in August 2019 and was included in payable to affiliates on the Company's condensed consolidated balance sheet as of June 30, 2019.
Transactions with Thermo
Certain general and administrative expenses are incurred by Thermo on behalf of the Company. These expenses, which include non-cash expenses that the Company accounts for as a contribution to capital, related to services provided by certain executive officers of Thermo and expenses incurred by Thermo on behalf of the Company which are charged to the Company. The expenses charged are based on actual amounts (with no mark-up) incurred by Thermo or upon allocated employee time. The expenses charged to the Company were
$0.1 million
and
$0.2 million
during the three months ended
June 30, 2019
and
2018
, respectively, and
$0.2 million
and
$0.4 million
during the
six
months ended
June 30, 2019
and
2018
, respectively.
Additionally, in February 2019, the Company entered into a lease agreement with Thermo Covington, LLC for the Company's new headquarters office. Annual lease payments for the new location will be
$1.4 million
per year, increasing at a rate of
2.5%
per year, for a lease term of
ten
years. During the
three and six
months ended
June 30, 2019
, the Company incurred lease expenses of
$0.4 million
and
$0.7 million
due to Thermo under this lease agreement.
As of
June 30, 2019
, the principal amount outstanding under the Loan Agreement with Thermo was
$127.1 million
, and the fair value of the compound embedded derivative liability associated with the Loan Agreement was
$54.5 million
. During the three months ended
June 30, 2019
and
2018
, interest accrued on the Loan Agreement was approximately
$3.8 million
and
$3.3 million
, respectively. During the
six
months ended
June 30, 2019
and
2018
, interest accrued on the Loan Agreement was approximately
$7.4 million
and
$6.6 million
, respectively.
On July 2, 2019, the Company entered into a Subordinated Loan Agreement, effective June 28, 2019, with Thermo and certain unaffiliated parties. Thermo's participation in the Subordinated Loan Agreement was
$53.8 million
. As of June 30, 2019, less than
$0.1 million
of interest had accrued with respect to Thermo's portion of the Subordinated Loan Agreement.
On April 24, 2018, Globalstar entered into the Merger Agreement with GBS Acquisitions, Inc., a Delaware corporation and wholly owned subsidiary of Globalstar (“Merger Sub”), Thermo Acquisitions, Inc., a Delaware corporation (“Thermo Acquisitions”), the stockholders of Thermo Acquisitions (collectively, the “Thermo Stockholders,” and each, individually, a “Thermo Stockholder”), and Thermo Development, Inc., in its capacity as the representative of the Thermo Stockholders as set forth therein (the “Stockholders’ Representative”). Thermo Acquisitions is controlled by James Monroe III, Executive Chairman of the Board of Directors of Globalstar and former Chief Executive Officer of Globalstar. Pursuant to the terms of the Merger Agreement, Merger Sub would merge with and into Thermo Acquisitions with Thermo Acquisitions continuing as the surviving corporation and a wholly owned subsidiary of Globalstar (the “Merger”). The transaction was unanimously recommended by the Special Committee of the Board of Directors of Globalstar, consisting entirely of disinterested independent directors, and unanimously approved by the full Board of Directors. On July 31, 2018, Globalstar, following the unanimous recommendation of its Special Committee of independent directors, and the Stockholders’ Representative, terminated the Merger Agreement by mutual written agreement by entering into a Termination of Agreement and Plan of Merger, between Globalstar and the Stockholders’ Representative. In addition, on July 31, 2018, the Voting Agreement between Globalstar and certain of its stockholders terminated in accordance with its terms as a result of the termination of the Merger Agreement. No termination fees are payable in connection with the termination of the Merger Agreement.
As previously disclosed, in connection with the Settlement Agreement discussed in
Note 8: Contingencies
, the Company formed a Strategic Review Committee that is required to remain in existence for as long as Thermo and its affiliates own and its affiliates beneficially own forty-five percent (
45%
) or more of Globalstar’s outstanding common stock. To the extent permitted by applicable law, the Strategic Review Committee will have exclusive responsibility for the oversight, review and approval of, among other things and subject to certain exceptions, any acquisition by Thermo and its affiliates of additional newly-issued securities of the Company and any transaction between the Company and Thermo and its affiliates with a value in excess of
$250,000
. The approval of any of the foregoing transactions will require the vote of at least a majority of the Strategic Review Committee.
See
Note 5: Long-Term Debt and Other Financing Arrangements
for further discussion of the Company's debt and financing transactions with Thermo.
10. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Common stock equivalents are included in the calculation of diluted earnings per share only when the effect of their inclusion would be dilutive. Potentially dilutive securities include primarily outstanding stock-based awards, convertible notes and shares issuable pursuant to the Company's Employee Stock Purchase Plan. The share amounts for dilutive securities that are reflected in the table below are shown regardless of being in or out of the money.
The following table sets forth the calculation of basic and diluted earnings (loss) per share and reconciles basic weighted average shares to diluted weighted average shares of common stock outstanding for the periods indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Net income (loss)
|
$
|
6,189
|
|
|
$
|
(7,012
|
)
|
|
$
|
31,960
|
|
|
$
|
80,918
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
2013 8.00% Notes
|
27
|
|
|
—
|
|
|
53
|
|
|
38
|
|
Loan Agreement with Thermo
|
4,622
|
|
|
—
|
|
|
9,120
|
|
|
5,855
|
|
Income to common stockholders plus assumed conversions
|
$
|
10,838
|
|
|
$
|
(7,012
|
)
|
|
$
|
41,133
|
|
|
$
|
86,811
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
Basic shares outstanding
|
1,450,380
|
|
|
1,263,372
|
|
|
1,449,355
|
|
|
1,262,857
|
|
Incremental shares from assumed exercises, conversions and other issuance of:
|
|
|
|
|
|
|
|
Stock options, restricted stock, restricted stock units and ESPP
|
3,828
|
|
|
—
|
|
|
4,948
|
|
|
5,335
|
|
2013 8.00% Notes
|
2,020
|
|
|
—
|
|
|
2,020
|
|
|
2,087
|
|
Loan Agreement with Thermo
|
184,214
|
|
|
—
|
|
|
184,214
|
|
|
172,414
|
|
Diluted shares outstanding
|
1,640,442
|
|
|
1,263,372
|
|
|
1,640,537
|
|
|
1,442,693
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
Basic
|
$
|
0.00
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.02
|
|
|
$
|
0.06
|
|
Diluted
|
0.01
|
|
|
(0.01
|
)
|
|
0.03
|
|
|
0.06
|
|
For the three months ended June 30, 2018,
150.2 million
shares of potential common stock were excluded from diluted shares outstanding because the effects of assuming issuance of these potentially dilutive securities would be anti-dilutive.
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
Company
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
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
Company
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
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
|
|