gsat-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-33117

GLOBALSTAR, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware						41-2116508
(State or Other Jurisdiction of						(I.R.S. Employer Identification No.)
Incorporation or Organization)

1351 Holiday Square Blvd.

Covington, Louisiana 70433

(Address of Principal Executive Offices)

Registrant's Telephone Number, Including Area Code: (985) 335-1500

Securities registered pursuant to section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, par value $0.0001 per share

GSAT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

(Do not check if a smaller reporting company)

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of August 1, 2025, 126,672,742 shares of common stock were outstanding and 149,425 shares of preferred stock were outstanding.

FORM 10-Q

GLOBALSTAR, INC.

TABLE OF CONTENTS


		Page
PART I - FINANCIAL INFORMATION

	Cautionary Statement About Forward-Looking Statements	3

Item 1.	Financial Statements.	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	33

Item 4.	Controls and Procedures.	33

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	35

Item 1A.	Risk Factors.	35

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	35

Item 3.	Defaults Upon Senior Securities.	35

Item 4.	Mine Safety Disclosures.	35

Item 5.	Other Information.	35

Item 6.	Exhibits.	35

Signatures		36

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Certain statements contained in or incorporated by reference into this Quarterly Report on Form 10-Q (this "Report"), other than purely historical information, including, but not limited to, estimates, projections, statements relating to our business plans, objectives and expected operating results, our anticipated financial resources, our expectations about the future operational performance of our satellites (including their projected operational lives) and the completion and launch of new satellites, our expectations regarding the outcomes of regulatory and licensing proceedings, the expected growth prospects of our existing customers and the markets that we serve, and the assumptions upon which those statements are based, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words "believe," "might," "could," "project," "expect," "anticipate," "estimate," "intend," "strategy," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. We caution readers that forward-looking statements are not guarantees of future performance and actual results may differ materially from those anticipated, expected, projected or assumed in the forward-looking statements.

Important factors that may cause our actual results to differ materially from those anticipated in forward-looking statements, include, but are not limited to, our ability to meet our obligations and attain anticipated benefits under the Updated Services Agreements (as defined herein), the operational performance and orbital lives of our satellites, including damage to, failure of, or disruptions or other problems at our satellites or associated ground facilities, change in our operating plans or corporate strategies, commercial acceptance of and demand for our products and services, our ability to adequately anticipate our satellite capacity needs and maintain sufficient satellite capacity to meet current and increased demand (including delay of the completion or launch of new satellites), our ability to exploit and respond to technological innovation, including integrating licensed technology into our products and services and developing, acquiring, maintaining and protecting information and intellectual property rights, our ability to effectively compete in the markets in which we operate, geopolitical and economic conditions and risks associated with doing business on a global basis, including in developing markets, the availability of equipment, component parts and other materials used in our business operations, the reliance on key suppliers, our ability to raise capital on reasonable terms, our ability to manage costs, our ability to develop and expand our business (including our ability to maintain, expand and monetize our spectrum rights), our compliance with and interpretation of a diverse and fluid array of complex laws and regulations (including tax laws and regulations), including those related to the use of our spectrum, our ability to comply with the restrictive covenants of our financing arrangements and limitations on our ability to incur additional indebtedness, any cyber-related attacks and other security breaches, our ability to obtain and maintain adequate insurance coverages, volatility of spectrum values, changes in tax rates and the results of tax examinations, litigation or investigations, regulatory restrictions, liabilities or penalties, reduction of spectrum authority, additional spectrum sharing agreements, or revocation, modification or non-renewal of necessary licenses, the opportunities for strategic business transactions and the effects of consolidation in our industry on us and our competitors, the effects of our reverse stock split and Nasdaq listing, business interruptions due to natural disasters, unexpected events or public health crises and other factors described in more detail in Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (the "SEC") on February 28, 2025 (the "2024 Annual Report"). Further, new risk factors emerge from time to time, and it is not possible for us to predict all risk factors, nor can we accurately assess the ultimate impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We undertake no obligation to update any of our forward-looking statements after the date of this Report to reflect actual results, future events or circumstances or changes in our assumptions, business plans or other changes.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

GLOBALSTAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share data)

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Revenue:
Service revenue	$	63,216	$	57,635	$	120,283	$	111,100
Subscriber equipment sales	3,932		2,750		6,897		5,765
Total revenue	67,148		60,385		127,180		116,865
Operating expenses:
Cost of services (exclusive of depreciation, amortization, and accretion shown separately below)	19,479		18,114		38,104		34,873
Cost of subscriber equipment sales	2,881		2,066		4,928		4,224

Marketing, general and administrative	9,683		10,353		21,272		20,999
Stock-based compensation	5,949		9,164		12,906		18,391
Reduction in the value and disposal of long-lived assets	—		—		7,038		305
Depreciation, amortization and accretion	23,010		22,110		45,287		44,207
Total operating expenses	61,002		61,807		129,535		122,999
Income (loss) from operations	6,146		(1,422)		(2,355)		(6,134)
Other income (expense):

Interest income and expense, net of amounts capitalized	(7,428)		(3,644)		(15,373)		(7,429)
Foreign currency gain (loss)	11,966		(4,493)		16,072		(8,335)
Derivative and other	6,697		58		6,284		(791)
Total other income (expense)	11,235		(8,079)		6,983		(16,555)
Income (loss) before income taxes	17,381		(9,501)		4,628		(22,689)
Income tax (benefit) expense	(1,827)		182		2,751		190
Net income (loss)	$	19,208	$	(9,683)	$	1,877	$	(22,879)

Other comprehensive income (loss):
Foreign currency translation adjustments	(7,577)		1,864		(10,422)		4,257
Comprehensive income (loss)	$	11,631	$	(7,819)	$	(8,545)	$	(18,622)

Net income (loss) attributable to common shareholders (Note 11)	16,564		(12,327)		(3,382)		(28,167)

Net income (loss) per common share:
Basic (1)	$	0.13	$	(0.10)	$	(0.03)	$	(0.22)
Diluted (1)	0.13		(0.10)		(0.03)		(0.22)
Weighted-average shares outstanding:
Basic (1)	126,614		125,614		126,545		125,560
Diluted (1)	127,854		125,614		126,545		125,560

(1) The number of shares as of June 30, 2024 have been restated to reflect the 1:15 reverse stock split effectuated on February 10, 2025. All historical share and per share amounts for the periods prior to the completion of the reverse stock split reflected in this Report have been adjusted to reflect the reverse stock split. Refer to Note 13: Common Stock.

See accompanying notes to unaudited interim condensed consolidated financial statements.

GLOBALSTAR, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share data)

(Unaudited)


	June 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	308,226	$	391,164
Accounts receivable, net of allowance for credit losses of $1,456 and $1,504, respectively	24,775		26,952
Inventory	11,485		10,741
Prepaid expenses and other current assets	18,905		18,714
Total current assets	363,391		447,571
Property and equipment, net	900,842		673,632
Operating lease right of use assets, net	60,483		31,835
Prepaid network costs	324,139		312,342
Derivative asset	117,184		108,799
Intangible and other assets, net of accumulated amortization of $10,094 and $7,625, respectively	143,110		136,058
Total assets	$	1,909,149	$	1,710,237
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	22,708	$	34,600
Accounts payable and accrued expenses	38,996		29,677
Accrued network construction costs	15,989		15,613
Payables to affiliates	315		394
Deferred revenue, net	51,232		61,201
Total current liabilities	129,240		141,485
Long-term debt	468,799		476,822
Operating lease liabilities	51,406		26,256
Deferred revenue, net	473,306		288,171
Other non-current liabilities	425,518		418,620
Total non-current liabilities	1,419,029		1,209,869

Total liabilities	1,548,269		1,351,354

Commitments and contingencies (Note 9)

Stockholders’ equity:

Series A Perpetual Preferred Stock of $0.0001 par value; 300,000 shares authorized and 149,425 issued and outstanding at June 30, 2025 and December 31, 2024, respectively	—		—
Voting Common Stock of $0.0001 par value; 143,333,334 shares authorized; 126,669,119 and 126,424,799 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively (1)	13		13
Additional paid-in capital (1)	2,484,106		2,473,564
Accumulated other comprehensive income	3,030		13,452
Retained deficit	(2,126,269)		(2,128,146)
Total stockholders’ equity	360,880		358,883
Total liabilities and stockholders’ equity	$	1,909,149	$	1,710,237

(1) The number of shares as of December 31, 2024 have been restated to reflect the 1:15 reverse stock split effectuated on February 10, 2025. All historical share and per share amounts for the periods prior to the completion of the reverse stock split reflected in this Report have been adjusted to reflect the reverse stock split. Refer to Note 13: Common Stock.

See accompanying notes to unaudited interim condensed consolidated financial statements.

GLOBALSTAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands)

(Unaudited)


	Preferred Stock			Common Stock (1)			Additional Paid-In Capital (1)		Accumulated Other Comprehensive Income (Loss)		Retained Deficit		Total
	Shares	Amount		Shares	Amount
Balances – January 1, 2025	149	$	—	126,425	$	13	$	2,473,564	$	13,452	$	(2,128,146)	$	358,883
Net issuance of restricted stock awards and employee stock options and recognition of stock-based compensation	—	—		154	—		8,220		—		—		8,220
Series A Preferred Stock Dividends	—	—		—	—		(2,615)		—		—		(2,615)
Other	—	—		—	—		32		—		—		32
Other comprehensive loss	—	—		—	—		—		(2,845)		—		(2,845)
Net loss	—	—		—	—		—		—		(17,331)		(17,331)
Balances – March 31, 2025	149	$	—	126,579	$	13	$	2,479,201	$	10,607	$	(2,145,477)	$	344,344
Net issuance of restricted stock awards, stock for employee stock options and stock for employee stock purchase plan and recognition of stock-based compensation	—	—		90	—		6,626		—		—		6,626
Series A Preferred Stock Dividends	—	—		—	—		(2,644)		—		—		(2,644)
Other	—	—		—	—		923		—		—		923
Other comprehensive loss	—	—		—	—		—		(7,577)		—		(7,577)
Net income	—	—		—	—		—		—		19,208		19,208
Balances – June 30, 2025	149	$	—	126,669	$	13	$	2,484,106	$	3,030	$	(2,126,269)	$	360,880


	Preferred Stock			Common Stock (1)			Additional Paid-In Capital (1)		Accumulated Other Comprehensive Income (Loss)		Retained Deficit		Total
	Shares	Amount		Shares	Amount
Balances – January 1, 2024	149	$	—	125,413	$	13	$	2,438,878	$	5,070	$	(2,064,982)	$	378,979
Net issuance of restricted stock awards and stock for employee stock options and recognition of stock-based compensation	—	—		183	—		11,794		—		—		11,794
Series A Preferred Stock Dividends	—	—		—	—		(2,644)		—		—		(2,644)
Other	—	—		—	—		(272)		—		—		(272)
Other comprehensive income	—	—		—	—		—		2,393		—		2,393
Net loss	—	—		—	—		—		—		(13,196)		(13,196)
Balances – March 31, 2024	149	$	—	125,596	$	13	$	2,447,756	$	7,463	$	(2,078,178)	$	377,054
Net issuance of restricted stock awards, stock for employee stock options and stock for employee stock purchase plan and recognition of stock-based compensation	—	—		38	—		8,844		—		—		8,844
Series A Preferred Stock Dividends	—	—		—	—		(2,644)		—		—		(2,644)
Issuance of stock in connection with License Agreement with XCOM	—	—		510	—		7,500		—		—		7,500
Other	—	—		—	—		40		—		—		40
Other comprehensive income	—	—		—	—		—		1,864		—		1,864
Net loss	—	—		—	—		—		—		(9,683)		(9,683)
Balances – June 30, 2024	149	$	—	126,144	$	13	$	2,461,496	$	9,327	$	(2,087,861)	$	382,975

(1) The number of shares have been restated to reflect the 1:15 reverse stock split effectuated on February 10, 2025. All historical share and per share amounts for the periods prior to the completion of the reverse stock split reflected in this Report have been adjusted to reflect the reverse stock split. Refer to Note 13: Common Stock.

See accompanying notes to unaudited interim condensed consolidated financial statements.

GLOBALSTAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended
	June 30, 2025		June 30, 2024
Cash flows provided by operating activities:
Net income (loss)	$	1,877	$	(22,879)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion	45,287		44,207
Stock-based compensation expense	12,906		18,391
Noncash interest and accretion expense	17,341		4,646
Unrealized foreign currency (gain) loss	(16,196)		8,361
Reduction in the value and disposal of long-lived assets	7,038		305

Other, net	(5,942)		1,954
Changes in operating assets and liabilities:
Accounts receivable	5,092		8,195
Inventory, prepaid expenses and other assets	(4,084)		2,321
Accounts payable and accrued expenses	(172)		(2,622)
Other non-current liabilities	988		1,843
Deferred revenue	145,606		1,764
Net cash provided by operating activities	209,741		66,486
Cash flows used in investing activities:
Payments for network upgrades to support the Phase 1 and Phase 2 Service Period	(41,841)		(65,059)
Payments for network upgrades to support the Extended MSS Network	(223,695)		—
Payments of capitalized interest	—		(3,954)
Payments for network upgrades to support product development	(2,798)		(4,777)
Purchase of intangible assets	(3,454)		(668)
Net cash used in investing activities	(271,788)		(74,458)
Cash flows (used in) provided by financing activities:
Proceeds from 2023 Funding Agreement	—		37,747
Principal payment of 2021 Funding Agreement	(17,300)		(17,300)
Dividends paid on Series A Preferred Stock	(5,259)		(5,288)
Proceeds from issuance of common stock and exercise of options and other	535		1,085
Net cash (used in) provided by financing activities	(22,024)		16,244
Effect of exchange rate changes on cash and cash equivalents	1,133		(682)
Net (decrease) increase in cash and cash equivalents	(82,938)		7,590
Cash and cash equivalents, beginning of period	391,164		56,744
Cash and cash equivalents, end of period (1)	$	308,226	$	64,334


	Six Months Ended
	June 30, 2025		June 30, 2024
Supplemental disclosure of cash flow information:
Cash paid for interest	$	—	$	6,694

Supplemental disclosure of non-cash financing and investing activities:


Network construction assets included in accrued expenses	15,989		19,866


Fair value of common stock issued for XCOM SSA	—		7,500
Construction in progress assets acquired through XCOM SSA	1,810		2,754

(1) Cash and cash equivalents on the consolidated balance sheet is equal to cash and cash equivalents on the statement of cash flows

See accompanying notes to unaudited interim condensed consolidated financial statements.

GLOBALSTAR, INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

Through its global satellite network, Globalstar, Inc. (“Globalstar” or the “Company”) provides Mobile Satellite Services (“MSS”) including voice and data communications services to retail, business and governmental customers as well as wholesale capacity services. The Company’s only reportable segment is its MSS business. Thermo Companies, through commonly controlled affiliates (collectively, “Thermo”), is the principal owner and largest stockholder of Globalstar. The Executive Chairman of the Company's Board of Directors (the "Board") controls Thermo.

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 included 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 in this Report not misleading. These financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 28, 2025 (the “2024 Annual Report”).

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. Certain reclassifications have been made 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. The Company's consolidated financial statements include results and amounts for the Globalstar SPE (as defined below), which is a variable interest entity further described in Note 2, of which Globalstar is the primary beneficiary. 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, 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, 2025 are not necessarily indicative of the results that may be expected for the full year or any future period.

Reverse Stock Split

On February 10, 2025, the Company effectuated a reverse stock split of its common stock at a 1-for-15 ratio.

All issued and outstanding common stock, options and warrants to purchase common stock and per share amounts contained in this Report have been adjusted retroactively to reflect the change in capital structure for the periods prior to the completion of the reverse stock split, as applicable. Refer to Note 13: Common Stock for additional information.

Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which updates qualitative and quantitative disclosures for the rate reconciliation and income taxes paid. The amendments in ASU 2023-09 were effective for fiscal years beginning after December 15, 2024. The amendments should be applied prospectively; however, retrospective application is also permitted. The Company adopted this standard when it became effective on January 1, 2025. We expect that this standard will increase the tax disclosures in the Company's annual report on Form 10-K for the year ended December 31, 2025.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures. This ASU requires public companies to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items. The amendments should be applied prospectively; however, retrospective application is also permitted. The Company plans to adopt this standard when it becomes effective on January 1, 2027. The Company is evaluating the impact this ASU may have on its financial statement disclosures.

2. SPECIAL PURPOSE ENTITY

The Company provides wholesale capacity over its mobile satellite system (the "Services") to its customer, Apple Inc. (the "Customer") pursuant to a service agreement and certain related ancillary agreements (collectively, the “Service Agreements”) for the Phase 1 Service Period and Phase 2 Service Period (as defined below). The Service Agreements generally require Globalstar to allocate network capacity to support the Services, which launched in November 2022.

Effective November 5, 2024 (the "Closing Date"), the Company and the Customer amended the Service Agreements and entered into other related agreements (the Service Agreements as amended, collectively, the “Updated Services Agreements”) for Globalstar to deliver expanded services to the Customer over a new MSS network, including a new satellite constellation, expanded ground infrastructure, and increased global MSS licensing (the “Extended MSS Network”) for the Services provided over the Extended MSS Network. The Extended MSS Network will be (i) owned by Globalstar Licensee, LLC, together with its subsidiaries (collectively, the “Globalstar SPE”), a variable interest entity, and (ii) operated by the Company. The Customer (i) has prepaid, and is required, subject to certain conditions, to continue to prepay, for certain services to be delivered by the Company to the Customer’s end users who will utilize the Extended MSS Network under the Updated Services Agreements and (ii) is a passive equity holder in Globalstar SPE.

The Company's allocated capacity supports the following phases of the Services: 1) current Services provided over the Company's existing network of in-orbit satellites and ground stations ("gateways") pursuant to its spectrum licenses (the "Globalstar System") ("Phase 1 Service Period"), 2) future Services provided over the new replacement satellites ("Phase 2 Service Period"), of which such Services are expected to commence following the anticipated launch of the first set of such replacement satellites in the fourth quarter of 2025, and 3) future Services provided over the Extended MSS Network.

The table below includes the assets of the Globalstar SPE as of June 30, 2025 (amounts in thousands):


	As of June 30, 2025
Assets
Cash and cash equivalents	$	34,550
Property and equipment, net	293,826
Prepaid network costs	284,412
Intangibles and other asset, net	12,121
Total Assets	$	624,909

Customer Class B Units

On the Closing Date, the Customer purchased 400,000 Class B Units in the Globalstar SPE (the “Customer Class B Units”) for $400 million, representing a 20% equity interest in the Globalstar SPE. The Globalstar SPE holds and administers, or will administer in the future, certain spectrum licenses, satellites, ground stations and other network assets for use and operation by the Company and to enable and provide services to the Customer pursuant to the Updated Services Agreements. The Globalstar SPE does not have commercial operations.

The Company holds 1,600,000 Class A Units in the Globalstar SPE, representing an 80% equity ownership in the Globalstar SPE. The Company's 80% ownership in the Globalstar SPE exposes it to residual profit or loss of the Globalstar SPE and the Company will absorb any expense variability of the Globalstar SPE. The Company has power over the most significant activity of the Globalstar SPE and is exposed to losses and benefits of the Globalstar SPE through its equity interest. The Company assessed the accounting considerations pursuant to ASC 810: Consolidation, and concluded that it is the primary beneficiary of the Globalstar SPE and consolidated the Globalstar SPE into the financial statements appearing in this Report. Based on the redemption provision and other characteristics of the arrangement, the Company recorded the total equity contributions from

the Customer of $400 million as equity on the Globalstar SPE financial statements and a non-current liability on the Company's consolidated balance sheet.

Extended MSS Network Prepayments and 2024 Debt Repayment

The Updated Services Agreements provide, among other things, that the Customer will make cash payments to the Company for capital expenditures in connection with the Extended MSS Network. The payments required by the Updated Services Agreements consist of: (1) an infrastructure prepayment (the “Infrastructure Prepayment”) of up to $1.1 billion, which is to be funded quarterly (as needed) over the construction period of the satellites to be used in the Extended MSS Network, the proceeds of which the Globalstar SPE will use, together with the proceeds from the sale of the Customer Class B Units, to pay amounts due for the Extended MSS Network (including, but not limited to, construction and launch costs) and (2) the amount that was necessary for the Company to fully retire on the Closing Date its 2023 13% Notes (the "2024 Debt Repayment"), as described further herein. The terms of the Infrastructure Prepayment and the 2024 Debt Repayment are contained within one prepayment agreement (the “2024 Prepayment Agreement”). The Company expects to fully payoff amounts owed under the 2024 Prepayment Agreement and to redeem the Customer Class B Units within the design useful life of the new satellites. The Company expects that such amounts payable to the Customer will be fully offset by amounts payable by the Customer under the Updated Services Agreements.

Infrastructure Prepayment

During 2025 and 2024, the Company received $124.7 million and $278.0 million, respectively, from the Customer pursuant to the Infrastructure Prepayment. The Company recorded these prepayments as deferred revenue as they represent the Company’s obligation to provide future services to the Customer. The deferred revenue associated with the Infrastructure Prepayment will be earned as revenue as services are performed. $225.0 million of the Infrastructure Prepayment accrues fees payable to the Customer that will be reduced or eliminated entirely if the Company meets certain defined milestones associated with the completion of the Extended MSS Network. The remaining amount of the Infrastructure Prepayment does not and will not accrue fees. Refer to Note 3: Revenue for further discussion.

2024 Debt Repayment

On the Closing Date, the Company received $235 million from the Customer pursuant to the 2024 Debt Repayment, representing the amount necessary to retire the Company's outstanding 2023 13% Notes. Refer to Note 6: Long-Term Debt and Other Financing Arrangements for further information.

Service Fees

As consideration for the satellite services provided for in the Updated Services Agreements, the incremental service fees payable by the Customer to the Company include fees tied to the cost of the Extended MSS Network, fees for providing additional related services, fees tied to expenses incurred by the Company for the provision of such services, and performance bonuses. Payment of a portion of these fees is subject to the satisfaction of certain licensing, service levels and milestone achievements. Additionally, the Updated Services Agreements also provide for annual service fees of $30 million to be accelerated. Such accelerated payments began in the first quarter of 2025.

Other

In connection with the Updated Services Agreements, in October 2024, the Company entered into a launch services agreement with Space Exploration Technologies Corp. ("SpaceX") for the new satellites that will be procured for the Extended MSS Network. Refer to Note 9: Commitments and Contingencies for further information.

3. 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, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Service revenue:
Wholesale capacity services	$	42,385	$	34,075	$	79,094	$	65,287
Subscriber services
Commercial IoT	7,051		6,716		13,631		13,153
SPOT	9,224		10,379		18,595		20,622
Duplex	3,677		4,965		7,129		9,720
Government and other services	879		1,500		1,834		2,318
Total service revenue	63,216		57,635

SEC Form 10-Q filed by Globalstar Inc.