What changed in this filing

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Item 1A. Risk Factors

2022-02-25 compared with 2021-03-04 · 66 added, 66 removed, 413 unchanged (24% of the section changed)

8 unchanged sentences

International, federal, state and local governments have taken measures to combat this pandemic, including “stay at home” orders, social distancing and closures of non-essential businesses.

We are currently experiencing a reduction in sales of our subscriber equipment, which could result in fewer subscriber activations in future periods, and challenges in the collection of outstanding receivables from certain our customers, specifically those concentrated in the oil and gas and retail industries.

These factors may negatively impact our results of operations and our ability to maintain compliance with our debt covenants.

We experienced an initial reduction in the volume of sales of our subscriber equipment, received requests for service pricing concessions from certain customers, and were impacted by certain of our customers not being able to pay outstanding balances.

These factors negatively impacted our results of operations and may continue in the future.

We source our products from both domestic and foreign contract manufacturers, with the largest concentration in China.

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If we are not able to maintain compliance, we may need to cure the noncompliance with one or more Equity Cure Contributions or seek a waiver of the affected covenants.

There is no assurance that we will be able to do this successfully, and if we do not, our lenders would be able to exercise their remedies under the First Lien Facility Agreement, including accelerating maturity of all our obligations under the First Lien Facility Agreement.

There is no assurance that we will be able to do this successfully, and if we do not, our lenders would be able to exercise their remedies under the 2019 Facility Agreement, including accelerating maturity of all our obligations under the 2019 Facility Agreement.

Further, the COVID-19 pandemic may also affect our operating and financial results in a manner that is not presently known to us or that we currently do not expect to present significant risks to our operations or financial results.

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Any disruption to our satellites, services, information systems or telecommunications infrastructure could result in degrading or disrupting services to our customers for an indeterminate period of time.

Although we designed our second-generation satellites to provide commercial service over a 15-year life, we can provide no assurance as to whether any or all of them will continue in operation for their full 15-year design life.

Satellites utilize highly complex technology and operate in the harsh environment of space and therefore are subject to significant operational risks while in orbit.

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We cannot guarantee that we could successfully develop and implement a solution if one of these anomalies occurs.

In addition, satellites are particularly vulnerable to loss and malfunction at the time they are launched and deployed into orbit, and some of our competitors have experienced catastrophic losses of substantial numbers of satellites in connection with launch and deployment.

While we typically obtain launch insurance to mitigate the risk of such a loss, such insurance would not cover all our economic losses if we experienced such an event, and there would be a substantial delay before we could obtain satellites to replace the ones we lost.

Accordingly, a loss of a significant number of our new satellites at launch or deployment

could adversely affect our ability to continue to provide our existing satellite services and may cause us to lose opportunities to use our constellation to provide new services.

Further, from time to time we move and relocate satellites within our constellation to improve coverage and service quality.

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If we experience operational disruptions with respect to our gateways or operations center, we may not be able to provide service to our customers.

Our satellite network traffic is supported by our gateways distributed around the globe.

Our satellite network traffic is supported by our gateways located around the globe.

We operate our satellite constellation from our Network Operations Control Centers at three locations (France, California and Louisiana) to provide geo-redundancy and ongoing coverage.

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Material changes in the operation of these facilities may be subject to prior FCC approval, and the FCC might not give such approval or may subject the approval to other conditions that could be unfavorable to our business.

Our gateways and operations centers may also experience service shutdowns or periods of reduced service in the future as a result of equipment failure, delays in deliveries or regulatory issues.

Any such failure would impede our ability to provide service to our customers, which could have a material impact on our business.

Our gateways and operations centers may also experience service shutdowns or periods of reduced service in the future as a result of equipment failure, delays in deliveries, regulatory issues or routine system testing.

Equipment failures would impede our ability to provide service to our customers, which could have a material impact on our business.

The actual orbital lives of our satellites may be shorter than we anticipate, and we may be required to reduce available capacity on our satellite network prior to the end of their orbital lives.

We anticipate that our second-generation satellites will have 15 year orbital lives.

A number of factors will affect the actual commercial service lives of each satellite, including:

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The potential impact on our revenue from a reduction in the orbital life of one or more satellites may vary depending on the satellite's orbital location as well as the type of device and service a customer is using.

We may decide to abandon our second-generation long-lived assets and inventory, and we may not be able to recover the full value of these assets.

Over the past few years, there has been a shift in demand across the MSS industry from full Duplex voice and data services to IoT-enabled devices.

To align our business model with this evolution, we have temporarily ceased sales of and services to subscribers using our second-generation ground infrastructure, which supports certain Duplex devices, such as Sat-Fi2®.

We are currently evaluating opportunities for these devices relative to other product and service offerings that use this infrastructure as well as the capacity required to support these devices relative to other possible uses for the capacity.

If we determine that an alternative use case is more likely to generate more cash flows than our traditional Duplex subscriber services over these gateway assets and decide not to resume offering such services, we will assess the impact of discontinuing these operations.

Additionally, the majority of our inventory balance is second-generation Duplex devices, chips and gateway spare parts and we may write down the value of this inventory if we elect to discontinue providing these subscriber services.

Any such strategic shift may not be successful, and, among other things, the incremental revenue we receive from alternative products and services might not offset the revenues we lose and costs we incur in terminating these subscriber services.

The implementation of our business plan depends on increased demand for wireless communications services via satellite (including IoT applications) and via terrestrial mobile broadband networks, both for our existing services and products and for new services and products.

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If we are not able to suitably service, upgrade or replace our equipment, it could harm our ability to provide our services and generate revenue.

Lack of availability of components from the electronics industry, required in our retail products, gateways and satellites could delay or adversely impact our operations.

We rely upon the availability of components, materials and component parts from the electronics industry.

The electronics industry is subject to occasional shortages in parts availability depending on fluctuations in supply and demand.

Industry shortages may result in delayed shipments of materials or increased prices, or both.

As a consequence, elements of our operation which use electronic parts, such as our retail products, gateways and satellites, could be subject to disruptions, cost increases or both.

Recent disruptions in the global supply chain have limited our ability to procure component parts timely and at reasonable prices.

We continue to fulfill customer orders and maintain adequate margins on subscriber equipment sales as well as maintain our gateways;

however the continued impact of global component part shortages is unknown and may adversely impact our business, financial condition and results of operations.

Our business is capital intensive.

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We license technical information for the design, manufacture and sale of our products.

This intellectual property is essential to our ability to continue to operate our constellation and sell our products and services.

This intellectual property is essential to our ability to continue to operate our constellation and sell our products and

We license software to support customer service functions, such as billing, from third parties that developed or customized it specifically for our use.

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• prohibit us from selling some or all of our products or offering some or all of our services.

Lack of availability of components from the electronics industry, required in our retail products, gateways and satellites could delay or adversely impact our operations.

We rely upon the availability of components, materials and component parts from the electronics industry.

The electronics industry is subject to occasional shortages in parts availability depending on fluctuations in supply and demand.

Industry shortages may result in delayed shipments of materials or increased prices, or both.

As a consequence, elements of our operation which use electronic parts, such as our retail products, gateways and satellites, could be subject to disruptions, cost increases or both.

We face special risks by doing business in international markets and developing markets, including currency and expropriation risks, which could increase our costs or reduce our revenues in these areas.

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Approximately 30% and 28% of our total revenue was to customers primarily located in Canada, Europe, Central America, and South America during 2021 and 2020, respectively.

Our results of operations for 2020 and 2019 included net losses of approximately $0.7 million and net gains of $0.1 million, respectively, on foreign currency transactions.

Our results of operations for 2021 and 2020 included net losses of approximately $6.3 million and $0.7 million, respectively, on foreign currency transactions.

We may be unable to offset unfavorable currency movements as they adversely affect our revenue and expenses.

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A violation of these laws or regulations could adversely impact our business, results of operations and financial condition.

Although we have implemented policies and procedures in these areas, we cannot assure you that our policies and procedures are sufficient or that directors, officers, employees, representatives, distributors, consultants, IGOs, dealers and resellers, joint venture partners, independent agents, vendors, customers or subscribers have not engaged and will not engage in conduct for which we may be held responsible.

Although we have implemented policies and procedures in these areas, we cannot assure you that our policies and procedures are sufficient or that directors, officers, employees, representatives, distributors, consultants, other partners, vendors, customers or subscribers have not engaged and will not engage in conduct for which we may be held responsible.

We cannot assure you that our business partners have not engaged and will not engage in conduct that could materially affect their ability to perform their contractual obligations to us or result in us being held liable for such conduct.

Violations of the FCPA, OFAC restrictions or other export control, anti-corruption, anti-money-laundering and anti-terrorism laws or regulations may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

The United Kingdom and European Union are important markets to our business.

The uncertainty surrounding the United Kingdom's decision to leave the European Union could adversely impact our business, results of operations and financial condition.

We sell our products and services in the United Kingdom (the “UK”) and throughout Europe.

In particular, the UK is the largest market in Europe for our SPOT product family.

On June 23, 2016, the UK voted in an advisory referendum for the UK to leave the European Union (the “EU”) and, subsequently, on March 29, 2017, the UK government began the formal process of leaving the EU ("Brexit").

The UK withdrew from the EU on January 31, 2020.

Effective January 1, 2021, the EU and UK entered into the Trade and Cooperation Agreement regarding trade policies and other political and strategic issues.

The future consequences of Brexit are unknown at this time, but Brexit has created legal, regulatory, and currency risk that may have a materially adverse impact on our business.

Furthermore, this uncertainty could negatively impact the economies of other countries in which we operate.

We face intense competition in all of our markets, which could result in a loss of customers, lower revenues and difficulty entering new markets.

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DISH Network received FCC approval to offer terrestrial wireless services over the MSS spectrum that previously belonged to TerreStar and ICO Global.

Further, Ligado Networks (formerly LightSquared) also received FCC approval to build out a wireless network utilizing its MSS spectrum.

Furthermore, Ligado Networks (formerly LightSquared) also received FCC approval to build out a wireless network utilizing its MSS spectrum.

Any of these competitors could deploy terrestrial mobile broadband networks before we do, could combine with existing terrestrial networks that provide them with greater financial or operational flexibility than we have or could offer wireless services, including mobile broadband services, that customers prefer over ours.

We have a significant amount of indebtedness, which may adversely affect our cash flow and our ability to operate our business, including our ability to incur additional indebtedness.

As of December 31, 2020, our current sources of liquidity include cash on hand ($13.3 million), restricted cash ($3.6 million) and future cash flows from operations.

We also have non-current restricted cash ($51.1 million), which consists primarily of a debt service reserve account, which is pledged to secure all of our obligations under the First Lien Facility Agreement.

This account will be used towards the final scheduled principal payment due upon maturity.

Other Spectrum Owners

In the United States, our terrestrial spectrum efforts will compete with other terrestrial spectrum holders including Anterix, Nextwave and holders to CBRS licenses.

The government may also unlock new spectrum bands.

Our indebtedness may adversely affect our cash flow and our ability to operate our business, including our ability to incur additional indebtedness.

As of December 31, 2021, our current sources of liquidity include cash on hand ($14.3 million) and future cash flows from operations.

Our operating expenses for the twelve-month period ended December 31, 2021 were $189.8 million.

Our short-term and long-term liquidity requirements include primarily paying our debt service obligations and funding our operating costs.

Our short-term liquidity requirements include primarily funding our operating costs and capital expenditures.

On a longer-term basis, our liquidity requirements also include debt service obligations.

We cannot provide assurance that we will not experience a liquidity shortfall in the short or long-term.

As of December 31, 2020, the principal balance of our debt obligations was $423.9 million, consisting of $187.0 million under the First Lien Facility Agreement, $230.6 million under the Second Lien Facility Agreement, $1.4 million under the 8.00% Convertible Senior Notes Issued in 2013 (the "2013 8.00% Notes") and $5.0 million under the PPP Loan.

Our significant indebtedness could have several consequences.

It could increase our vulnerability to adverse economic, industry or competitive developments by dictating that a substantial portion of cash flow from operations be dedicated to the payment of principal and interest on our indebtedness and therefore reducing our ability to use our cash flow to fund our operations, capital expenditures, return of capital to shareholders, and future business opportunities.

As of December 31, 2021, the principal balance of our debt obligations was $265.2 million, consisting of $263.8 million under the 2019 Facility Agreement and $1.4 million under the 8.00% Convertible Senior Notes Issued in 2013 (the "2013 8.00% Notes").

Our indebtedness could have several consequences.

Our indebtedness could restrict us from making strategic acquisitions by limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate purposes.

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Additionally, even though our current debt agreements place limits on our ability to incur additional debt, in the future we may incur additional debt which could further exacerbate these risks.

Restrictive covenants in our debt agreements may limit our operating and financial flexibility and our inability to comply with these covenants could have significant implications.

Our First Lien Facility Agreement and Second Lien Facility Agreement contain a number of significant restrictions and covenants.

We may also access equity and debt capital markets from time to time or refinance our debt obligations with the intent to improve the terms of our indebtedness;

the availability of such equity or debt may be limited or at unreasonable terms.

Restrictive covenants in our 2019 Facility Agreement may limit our operating and financial flexibility and our inability to comply with these covenants could have significant implications.

Our 2019 Facility Agreement contains a number of significant restrictions and covenants.

Long-Term Debt and Other Financing Arrangements in our Consolidated Financial Statements in Part II, Item 8 of this Report for further discussion of our debt covenants.

Complying with these restrictive covenants, including financial and non-financial covenants in our First Lien Facility Agreement and Second Lien Facility Agreement, as well as those that may be contained in any agreements governing future indebtedness, may impair our ability to finance our operations or capital needs or to take advantage of favorable business opportunities.

Our facility agreements include a limitation on expenditures in connection with spectrum rights, which may prohibit us from making certain expenditures that we consider accretive to our business and would otherwise make.

Complying with these restrictive covenants, including financial and non-financial covenants in our 2019 Facility Agreement, as well as those that may be contained in any agreements governing future indebtedness, may impair our ability to finance our operations or capital needs or to take advantage of favorable business opportunities.

Our 2019 Facility Agreement includes a limitation on expenditures in connection with spectrum rights, which may prohibit us from making certain expenditures that we consider accretive to our business and would otherwise make.

Our ability to comply with these covenants will depend on our future performance, which may be affected by events beyond our control.

We have received waivers from our lenders in the past;

however, we may not be successful in obtaining waivers in the future, which may result in noncompliance with restrictions and covenants.

Our failure to comply with these covenants would be an event of default.

An event of default under the First Lien Facility Agreement or Second Lien Facility Agreement would permit the lenders to accelerate the indebtedness under these agreements.

An event of default under the 2019 Facility Agreement would permit the lenders to accelerate the indebtedness under this agreement.

That acceleration would permit holders of our obligations under other agreements that contain cross-acceleration provisions to accelerate our obligations to them.

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We collect and store data, including our customers' personal information.

In jurisdictions around the world, personal information is increasingly becoming the subject of extensive legislation and regulations to protect consumers’ privacy and security, including the EU's General Data Protection Regulation that became effective in 2018.

In jurisdictions around the world, personal information is increasingly becoming the subject of extensive legislation and regulations to protect consumers’ privacy and security, such as the EU's General Data Protection Regulation that became effective in 2018.

The interpretation of privacy and data protection laws and regulations regarding the collection, storage, transmission, use and disclosure of such information in some jurisdictions is unclear and ever evolving.

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In addition, we could face liability to end users alleging that their personal information is not collected, stored, transmitted, used or disclosed appropriately or in accordance with our privacy policies or applicable laws, including claims and litigation resulting from such allegations.

Any failure on our part to protect information

pursuant to applicable regulations could result in a loss of user confidence, reputation and customers, which could materially impact our results of operations and cash flows.

Any failure on our part to protect information pursuant to applicable regulations could result in a loss of user confidence, reputation and customers, which could materially impact our results of operations and cash flows.

Due to fluctuations in the insurance market, we may be unable to obtain and maintain our insurance coverages, and the insurance we obtain may not cover all risks we undertake.

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Any increase in the nonpayment or nonperformance by our customers could reduce our cash flows.

To illustrate, our Commercial IoT business is heavily concentrated in the oil and gas industry and was negatively impacted by the downturn in this industry in recent years, most specifically resulting from the COVID-19 pandemic.

As an example, our largest customer for the last three years is a reseller to oil and gas companies.

To illustrate, our Commercial IoT business is heavily concentrated in the oil and gas industry and was negatively impacted by the downturn in this industry a few years ago and most recently resulting from the COVID-19 pandemic.

A high-volume customer not performing its trade obligations to us could adversely affect our cash flow and financial condition.

Concentrations of customers in certain industries may further increase trade credit risk to our business if certain experience a similar economic downturn.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Our obligations under our First Lien Facility Agreement bear interest at a variable rate.

As a result, an increase in interest rates could result in a substantial increase in interest expense.

Additionally, in July 2017, the Financial Conduct Authority in the United Kingdom ("FCA") announced that the Libor rate would be phased out and financial institutions would no longer need to make Libor submissions after 2021.

Our First Lien Facility Agreement provides for a fallback rate in the event Libor is unable to be determined.

At this time, we cannot provide assurance of the impact this Libor phase out will have on our financial statements and internal processes.

A natural disaster could diminish our ability to provide communications service.

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There has been adverse publicity concerning alleged health risks associated with radio frequency transmissions from portable hand-held telephones and other telecommunications devices that have transmitting antennas.

Lawsuits have been filed against participants in the wireless communications industry alleging a number of adverse health consequences, including cancer, as a result of wireless phone usage.

Lawsuits have been filed against participants in the wireless communications industry alleging a number of adverse health consequences as a result of wireless phone usage.

Other claims allege consumer harm from failures to disclose information about radio frequency emissions or aspects of the regulatory regimes governing those emissions.

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Failure to operate our satellites, ground stations, mobile earth terminals or other facilities as required by our licenses and applicable government regulations could result in the imposition of government sanctions against us, up to and including cancellation of our licenses.

Our system requires regulatory authorization in each of the jurisdictions in which we or the IGOs provide service.

We and the IGOs may not be able to obtain or retain all regulatory approvals needed for operations.

Our system requires regulatory authorization in each of the jurisdictions in which we provide service.

We may not be able to obtain or retain all regulatory approvals needed for operations.

Regulatory changes, such as those resulting from judicial decisions or adoption of treaties, legislation or regulation in countries where we operate or intend to operate, may also significantly affect our business.

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If we fail to comply with these regulations in any country, we could be subject to sanctions that could affect, materially and adversely, our ability to operate in that country.

Failure to obtain the authorizations necessary to use our assigned radio frequency spectrum and to distribute our products in certain countries could have a material adverse effect on our ability to generate revenue and on our overall competitive position.

Failure to obtain the authorizations necessary to use our assigned radio frequency spectrum and to distribute our

products in certain countries could have a material adverse effect on our ability to generate revenue and on our overall competitive position.

Spectrum values historically have been volatile, and may again be volatile in the future, which could cause the value of our business to fluctuate.

Our business plan includes forming strategic partnerships to maximize the use and value of our spectrum, network assets and combined service offerings in the United States and internationally.

Value that we may be able to realize from these partnerships will depend in part on the value ascribed to our spectrum.

Value that we may be able to realize from these partnerships may depend in part on the value ascribed to our spectrum.

Historically, valuations of spectrum in other frequency bands have been volatile, and we cannot predict the future value that we may be able to realize for our spectrum and other assets.

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These third parties intend to use our terrestrially authorized spectrum to offer wireless services to their respective customers.

Our anticipated future revenues and profitability is dependent upon the commercial success of their offerings.

Our anticipated future revenues and profitability are dependent upon the commercial success of their offerings.

Other future regulatory decisions could reduce our existing spectrum allocation or impose additional spectrum sharing agreements on us, which could adversely affect our services and operations.

Under the FCC's plan for MSS in our frequency bands, we must share frequencies in the United States with other licensed MSS operators.

To date, there are no other authorized CDMA-based MSS operators and no pending applications for authorization.

To date, there are no other authorized CDMA-based MSS operators.

However, the FCC or other regulatory authorities may require us to share spectrum with other systems that are not currently licensed by the United States or any other jurisdiction.

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There can be no assurance that the FCC will renew the FCC licenses we hold.

If the FCC revokes, modifies or fails to renew or amend any FCC licenses we hold, or if we fail to satisfy any of the conditions of our respective FCC licenses, then we may not be able to continue to provide mobile satellite communications services, which would have a material adverse effect on or business and operations.

If our French regulator, or any other regulator, revokes, modifies or fails to renew or amend our licenses, our ability to operate may be curtailed.

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There can be no assurance that the French regulators will renew the licenses we hold.

If MESR, ARCEP or other French regulators revoke, modify or fail to renew or amend the licenses we hold or if we fail to satisfy any of the conditions of our respective French licenses, then we may not be able to continue to provide mobile satellite communications services, which would have a material adverse effect on our business and operations.

If the French Ministry, ARCEP or other French regulators revoke, modify or fail to renew or amend the licenses we hold or if we fail to satisfy any of the conditions of our respective French licenses, then we may not be able to continue to provide mobile satellite communications services, which would have a material adverse effect on our business and operations.

Furthermore, if we operate in any country without a valid license, we could face regulatory fines and criminal sanctions.

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Removal of our common stock from listing on the NYSE American may also make it more difficult for us to raise capital through the sale of our securities.

Restrictive covenants in our First Lien Facility Agreement do not allow us to pay dividends on our common stock for the foreseeable future, which may affect the market for our shares.

Restrictive covenants in our 2019 Facility Agreement do not allow us to pay dividends on our common stock for the foreseeable future, which may affect the market for our shares.

We do not expect to pay cash dividends on our common stock.

Our First Lien Facility Agreement currently prohibits the payment of cash dividends.

Our 2019 Facility Agreement currently prohibits the payment of cash dividends.

Any future dividend payments are within the discretion of our board of directors and will depend on, among other things, our results of operations, working capital requirements, capital expenditure requirements, financial condition, contractual restrictions, business opportunities, anticipated cash needs, provisions of applicable law and other factors that our board of directors may deem relevant.

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As of December 31, 2021, approximately 1.8 billion shares of common stock were issued and outstanding.

As of December 31, 2020, there were 321.1 million shares available for future issuance (of which 100 million are designated as preferred), of which approximately 4.2 million shares were contingently issuable upon the exercise of stock options, the conversion of convertible notes and the vesting of restricted stock awards.

We have issued and expect to issue additional shares of common stock upon the exercise of the warrants issued with our Second Lien Facility Agreement.

As of December 31, 2020, 115.0 million warrants were outstanding and not reflected in the 4.2 million shares contingently issuable as they were out of the money.

As of December 31, 2021, there were 443.5 million shares available for future issuance (of which 100 million are designated as preferred), of which approximately 9.9 million shares were contingently issuable upon the exercise of stock options, the conversion of convertible notes and the vesting of restricted stock awards and units.

We may issue additional shares of our common stock or other securities that are convertible into, or exercisable for, common stock for raising capital or other business purposes.

For instance, in connection with the Terms Agreement, we may issue warrants to purchase shares of Globalstar common stock if certain milestones are achieved.

Future sales of substantial amounts of common stock, or the perception that such sales could occur, may have a material adverse effect on the price of our common stock.

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• the requirement, at such time when Thermo does not own a majority of our outstanding capital stock entitled to vote in the election of directors, that our stockholders must obtain a super-majority vote to amend or repeal our amended and restated certificate of incorporation or bylaws;

• change of control provisions in our First Lien Facility Agreement and Second Lien Facility Agreement, which provide that a change of control will constitute an event of default and, unless waived by the lenders, will result in the acceleration of the maturity of all indebtedness under that agreement;

• change of control provisions in our 2019 Facility Agreement, which provide that a change of control will constitute an event of default and, unless waived by the lenders, will result in the acceleration of the maturity of all indebtedness under that agreement;

• change of control provisions in our 2006 Equity Incentive Plan, which provide that a change of control may accelerate the vesting of all outstanding stock options, stock appreciation rights and restricted stock.

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As of December 31, 2021, Thermo owned approximately 60% of our outstanding common stock.

additionally, Thermo owns warrants that may be converted into additional shares of common stock.

We have depended substantially on Thermo to provide capital to finance our business.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors