Globalstar, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Audited Consolidated Financial Statements of Globalstar, Inc. 44 Report of Ernst & Young LLP, independent registered public accounting firm (PCAOB ID 42 ) 44 Consolidated balance sheets at December 31, 2022 and 2021 47 Consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 48 Consolidated statements of comprehensive (loss) income for the years ended December 31, 2022, 2021 and 2020 49 Consolidated statements of stockholders’ equity for the years ended December 31, 2022, 2021 and 2020 50 Consolidated statements of cash flows for the years ended December 31, 2022, 2021 and 2020 51 Notes to Consolidated Financial Statements 52 43 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of Globalstar, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Globalstar, Inc. (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2022 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 1, 2023, expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates. Useful life of Space component assets Description of the Matter At December 31, 2022, the Company had $1.2 billion of Space component assets recorded as property and equipment. As discussed in Note 1 to the consolidated financial statements, the Company’s Space component assets are depreciated on a straight-line basis over their estimated useful life, which is currently estimated to be 15 years. Management’s estimate of the useful life of its Space component assets was based on estimated design life, information from the Company’s engineering department and overall Company strategy for the use of the assets. Auditing the Company’s estimate of the useful life of its Space component assets involved a high degree of subjectivity due to the application of management’s judgment when evaluating the available information to determine the estimated useful life. The resulting estimated useful life has a significant effect on the timing of recognition of depreciation expense given the magnitude of the carrying amount of the Space component assets. 44 How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's process to determine the estimated useful life of its Space component assets, including controls over management’s evaluation of the available information to determine the estimated useful life. Our testing of the Company's estimated useful life of the Space component assets included, among other procedures, evaluating the application of available information to determine the estimated useful life. We compared management’s useful life to the manufacturer’s estimated design life, publicly available information on the estimated useful life of similar assets, operation and performance of the assets per the Company’s engineering group, and the life of its first-generation satellite constellation. Additionally, we evaluated the effect of changes, if any, in the Company’s long-term strategy for use of the assets on the useful life estimate. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2020. New Orleans, Louisiana March 1, 2023 45 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of Globalstar, Inc. Opinion on Internal Control over Financial Reporting We have audited Globalstar, Inc.’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Globalstar, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, statements of comprehensive (loss) income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and our report dated March 1, 2023, expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP New Orleans, Louisiana March 1, 2023 46 GLOBALSTAR, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except par value and share data) December 31, 2022 2021 ASSETS Current assets: Cash and cash equivalents $ 32,082 $ 14,304 Accounts receivable, net of allowance for credit losses of $ 2,892 and $ 2,962 , respectively 26,329 21,182 Inventory 9,264 13,829 Prepaid expenses and other current assets 13,569 19,558 Total current assets 81,244 68,873 Property and equipment, net 560,371 672,156 Operating lease right of use assets, net 30,859 32,041 Prepaid satellite construction costs and related customer receivable 122,496 — Intangible and other assets, net of accumulated amortization of $ 10,908 and $ 11,189 , respectively 38,425 41,036 Total assets $ 833,395 $ 814,106 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 3,843 $ 6,247 Vendor financing 59,822 — Accrued expenses 58,446 28,947 Payables to affiliates 326 444 Deferred revenue 74,639 25,927 Total current liabilities 197,076 61,565 Long-term debt 132,115 237,932 Operating lease liabilities 27,635 29,237 Deferred revenue, net 157,803 112,054 Other non-current liabilities 3,995 7,887 Total non-current liabilities 321,548 387,110 Commitments and contingent liabilities (Note 9) Stockholders’ equity: Preferred Stock of $ 0.0001 par value; 99,700,000 and 100,000,000 shares authorized and none issued and outstanding at December 31, 2022 and 2021, respectively — — Series A Preferred Stock of $ 0.0001 par value; 300,000 shares authorized and 149,425 issued and outstanding at December 31, 2022; no shares authorized and none issued and outstanding as of December 31, 2021 — — Voting Common Stock of $ 0.0001 par value; 2,150,000,000 shares authorized; 1,811,074,696 and 1,796,528,871 shares issued and outstanding at December 31, 2022 and 2021, respectively 181 180 Additional paid-in capital 2,345,612 2,146,710 Accumulated other comprehensive income 9,242 1,890 Retained deficit ( 2,040,264 ) ( 1,783,349 ) Total stockholders’ equity 314,771 365,431 Total liabilities and stockholders’ equity $ 833,395 $ 814,106 See accompanying notes to Consolidated Financial Statements. 47 GLOBALSTAR, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Year Ended December 31, 2022 2021 2020 Revenue: Service revenue $ 132,068 $ 106,464 $ 113,191 Subscriber equipment sales 16,436 17,833 15,296 Total revenue 148,504 124,297 128,487 Operating expenses: Cost of services (exclusive of depreciation, amortization and accretion shown separately below) 43,370 37,372 34,751 Cost of subscriber equipment sales 13,097 13,587 13,268 Cost of subscriber equipment sales - reduction in the value of inventory 8,553 1,004 662 Marketing, general and administrative 44,103 41,358 41,738 Reduction in the value of long-lived assets 166,526 242 416 Depreciation, amortization and accretion 93,884 96,237 96,815 Total operating expenses 369,533 189,800 187,650 Loss from operations ( 221,029 ) ( 65,503 ) ( 59,163 ) Other (expense) income: Gain on extinguishment of debt 2,790 3,098 — Interest income and expense, net of amounts capitalized ( 30,168 ) ( 43,536 ) ( 48,429 ) Derivative (loss) gain ( 805 ) ( 1,043 ) 2,897 Foreign currency loss ( 6,592 ) ( 6,308 ) ( 727 ) Pension settlement loss ( 1,501 ) — ( 2,075 ) Other 463 368 ( 1,480 ) Total other expense ( 35,813 ) ( 47,421 ) ( 49,814 ) Loss before income taxes ( 256,842 ) ( 112,924 ) ( 108,977 ) Income tax expense (benefit) 73 ( 299 ) 662 Net loss $ ( 256,915 ) $ ( 112,625 ) $ ( 109,639 ) Net loss attributable to common shareholders (Note 14) $ ( 258,252 ) $ ( 112,625 ) $ ( 109,639 ) Net loss per common share: Basic $ ( 0.14 ) $ ( 0.06 ) $ ( 0.07 ) Diluted ( 0.14 ) ( 0.06 ) ( 0.07 ) Weighted-average shares outstanding: Basic 1,800,825 1,765,139 1,642,359 Diluted 1,800,825 1,765,139 1,642,359 See accompanying notes to Consolidated Financial Statements. 48 GLOBALSTAR, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands) Year Ended December 31, 2022 2021 2020 Net loss $ ( 256,915 ) $ ( 112,625 ) $ ( 109,639 ) Other comprehensive income: Defined benefit pension plan liability adjustment 2,073 410 2,042 Net foreign currency translation adjustment 5,279 4,424 ( 1,537 ) Total other comprehensive income 7,352 4,834 505 Total comprehensive loss $ ( 249,563 ) $ ( 107,791 ) $ ( 109,134 ) See accompanying notes to Consolidated Financial Statements. 49 GLOBALSTAR, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) Preferred Stock Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Deficit Total Shares Amount Shares Amount Balances – December 31, 2019 — $ — 1,464,544 $ 146 $ 1,970,047 $ ( 3,449 ) $ ( 1,559,401 ) $ 407,343 Net issuance of restricted stock awards and recognition of stock-based compensation — — 7,637 1 4,766 — — 4,767 Contribution of services — — — — 232 — — 232 Issuance and recognition of stock-based compensation of employee stock purchase plan — — 2,253 — 1,048 — — 1,048 Common stock issued in connection with conversion of Loan Agreement with Thermo — — 200,140 20 120,441 — — 120,461 Common stock issued in connection with conversion of 2013 8.00 % Notes — — 95 — 32 — — 32 Impact of adoption of Credit Loss Standard — — — — — — ( 1,684 ) ( 1,684 ) Other comprehensive income — — — — — 505 — 505 Net loss — — — — — — ( 109,639 ) ( 109,639 ) Balances – December 31, 2020 — $ — 1,674,669 $ 167 $ 2,096,566 $ ( 2,944 ) $ ( 1,670,724 ) $ 423,065 Net issuance of restricted stock awards and employee stock options and recognition of stock-based compensation — — 4,937 1 5,543 — — 5,544 Contribution of services — — — 188 — — 188 Issuance and recognition of stock-based compensation of employee stock purchase plan — — 1,887 — 747 — — 747 Issuance of stock for warrant exercises — — 115,036 12 43,666 — — 43,678 Other comprehensive income — — — — — 4,834 — 4,834 Net loss — — — — — — ( 112,625 ) ( 112,625 ) Balances – December 31, 2021 — $ — 1,796,529 $ 180 $ 2,146,710 $ 1,890 $ ( 1,783,349 ) $ 365,431 Net issuance of restricted stock awards and employee stock options and recognition of stock-based compensation — — 11,577 1 10,588 — — 10,589 Contribution of services — — — — 188 — — 188 Issuance and recognition of stock-based compensation of employee stock purchase plan — — 716 — 1,135 — — 1,135 Common stock issued in connection with conversion of 2013 8.00 % Notes — — 2,253 — 2,548 — — 2,548 Fair value of Warrants granted to Partner — — — — 48,337 — — 48,337 Issuance of Series A Preferred Stock 149 — — — 105,342 — — 105,342 Gain on extinguishment of 2019 Facility Agreement with Thermo — — — — 30,764 — — 30,764 Other comprehensive income — — — — — 7,352 — 7,352 Net loss — — — — — — ( 256,915 ) ( 256,915 ) Balances – December 31, 2022 149 $ — 1,811,075 $ 181 $ 2,345,612 $ 9,242 $ ( 2,040,264 ) $ 314,771 See accompanying notes to Consolidated Financial Statements. 50 GLOBALSTAR, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2022 2021 2020 Cash flows provided by operating activities: Net loss $ ( 256,915 ) $ ( 112,625 ) $ ( 109,639 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation, amortization and accretion 93,884 96,237 96,815 Change in fair value of derivatives 805 1,043 ( 2,897 ) Stock-based compensation expense 10,754 6,729 5,902 Noncash consideration, net, associated with wholesale capacity contract ( 292 ) — — Amortization of deferred financing costs 520 2,562 4,243 Reduction in the value of long-lived assets and inventory 175,079 1,246 1,078 Provision for credit losses 1,087 936 1,656 Noncash interest and accretion expense 29,711 35,897 33,847 Gain on extinguishment of debt ( 2,790 ) ( 3,098 ) — Loss on pension settlement 1,501 — 2,075 Noncash revenue recognized from terminated contract — — ( 2,916 ) Noncash reversal of tariff accrual — ( 1,023 ) — Unrealized foreign currency loss 6,615 6,394 1,362 Other, net ( 2,631 ) ( 1,420 ) 106 Changes in operating assets and liabilities: Accounts receivable ( 1,009 ) 1,361 ( 8,494 ) Inventory ( 2,380 ) ( 80 ) 2,176 Prepaid expenses and other current assets 952 ( 5,266 ) 981 Other assets ( 183 ) 82 ( 890 ) Accounts payable and accrued expenses ( 11,371 ) ( 3,647 ) ( 197 ) Payables to affiliates ( 118 ) ( 136 ) 319 Other non-current liabilities ( 2,561 ) ( 609 ) ( 60 ) Deferred revenue 23,142 107,298 ( 3,252 ) Net cash provided by operating activities 63,800 131,881 22,215 Cash flows used in investing activities: Network upgrades (including capitalized interest) ( 18,233 ) ( 37,432 ) ( 7,317 ) Satellite construction costs ( 14,000 ) — — Property and equipment additions ( 7,076 ) ( 6,307 ) ( 5,157 ) Sale of property and equipment — 350 — Purchase of intangible assets ( 643 ) ( 1,797 ) ( 2,062 ) Net cash used in investing activities ( 39,952 ) ( 45,186 ) ( 14,536 ) Cash flows (used in) provided by financing activities: Principal payments of the 2019 Facility Agreement ( 6,341 ) — — Principal payments of the 2009 Facility Agreement — ( 186,990 ) ( 3,373 ) Payments for debt and equity issuance costs ( 626 ) ( 286 ) ( 1,074 ) Proceeds from issuance of common stock and exercise of options 919 747 638 Net proceeds from common stock offering and exercise of warrants — 43,678 — Premium refund from the 2009 Facility Agreement — 2,569 — Proceeds from PPP Loan — — 4,973 Net cash (used in) provided by financing activities ( 6,048 ) ( 140,282 ) 1,164 Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 22 ) ( 132 ) 52 Net increase (decrease) in cash, cash equivalents and restricted cash 17,778 ( 53,719 ) 8,895 Cash, cash equivalents and restricted cash, beginning of period 14,304 68,023 59,128 Cash, cash equivalents and restricted cash, end of period $ 32,082 $ 14,304 $ 68,023 As of December 31, 2022 2021 2020 Reconciliation of cash, cash equivalents and restricted cash Cash and cash equivalents $ 32,082 $ 14,304 $ 13,330 Restricted cash (See Note 6 for further discussion on restrictions) — — 54,693 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 32,082 $ 14,304 $ 68,023 Supplemental disclosure of cash flow information: Cash paid for: Interest $ — $ 5,534 $ 10,918 Income taxes 197 188 68 Year Ended December 31, 2022 2021 2020 Supplemental disclosure of non-cash financing and investing activities: Increase in capitalized accrued interest for network upgrades $ 12,164 $ 2,973 $ 1,638 Capitalized accretion of debt discount and amortization of prepaid financing costs 1,830 612 447 Satellite construction costs (including prepaid amounts) acquired through vendor financing arrangement 59,822 — — Satellite construction assets in accrued expenses 36,139 — — Principal amount of 2019 Facility Agreement converted into preferred equity 149,425 — — Forgiveness of principal and interest of PPP Loan — 5,030 — Principal amount of Loan Agreement with Thermo converted into common stock — — 137,366 Reduction of debt discount and issuance costs due to conversion of Loan Agreement with Thermo — — 17,963 Fair value of common stock issued upon conversion of Loan Agreement with Thermo — — 84,059 Reduction in derivative liability due to conversion of Loan Agreement with Thermo — — 1,058 See accompanying notes to Consolidated Financial Statements. 51 GLOBALSTAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Globalstar, Inc. (“Globalstar” or the “Company”) provides Mobile Satellite Services (“MSS”) including voice and data communications and wholesale capacity services through its global satellite network. 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. Globalstar currently provides the following communications services: • two-way voice communication and data transmissions via the GSP-1600 and GSP-1700 phone ("Duplex"); • one-way or two-way communications and data transmissions using mobile devices, including the SPOT family of products, such as SPOT X ® , SPOT Gen4 TM and SPOT Trace ® , that transmit messages and the location of the device ("SPOT"); • one-way data transmissions using a mobile or fixed device that transmits its location and other information to a central monitoring station, including commercial IoT products, such as the battery- and solar-powered SmartOne, STX-3, Integrity 150, ST-150 and ST100 ("Commercial IoT"); • satellite network access and related services utilizing our satellite spectrum and network of satellites and gateways ("Wholesale Capacity Services"); and • engineering and other communication services using the Company's MSS and terrestrial spectrum licenses ("Engineering and Other"). Recent Developments Service Agreements On September 7, 2022, Apple Inc. (“Partner”) announced new satellite-enabled services for certain of its products (the “Services”). The Company will be the satellite operator for these Services pursuant to the agreement (the “Service Agreement”) first disclosed in the Company’s Form 10-K for the year ended December 31, 2019, and certain related ancillary agreements (such agreements, together with the Service Agreement, as each is amended from time to time, the “Service Agreements”). Since execution of the Service Agreements in 2020, the parties have completed several milestones including (i) a feasibility phase, (ii) material upgrades to Globalstar’s ground network, (iii) construction of 11 new gateways around the world, (iv) the successful launch of the ground spare satellite, and (v) rigorous in-field system testing. The Service Agreements generally require Globalstar to allocate network capacity (as described below) to support the Services, and Partner to enable Band 53/n53 for use in cellular-enabled devices designated by Partner for use with the Services. Partner made Services available to its customers in November 2022 (the “Service Launch”). On February 27, 2023, Globalstar and its Partner agreed to amend the Service Agreements to provide for, among other things, Partner’s prepayment of $ 252 million to the Company (the “Prepayment”). The Company plans to use the proceeds of the Prepayment to pay amounts currently due and payable, as well as other amounts as they become due and payable, under the satellite procurement agreement with Macdonald, Dettwiler and Associates Corporation ("MDA"), as well as launch, insurance and ancillary costs incurred for the construction and launch of these satellites . The Prepayment replaces the Company's obligation to seek third-party financing for these costs as previously required under the Service Agreements and will be funded as needed on a quarterly basis subject to the terms in the agreement. The remaining amount of the satellite costs is expected to be funded through the Company's operating cash flows. The amount of the Prepayment and fees payable thereon will be recouped from amounts payable by Partner for services provided by the Company under the Service Agreements. The Prepayment is expected to be recouped in installments for a period of 16 quarters beginning no later than the third quarter of 2025. The Prepayment may also be repaid over time through excess cash flow sweeps or voluntary prepayments, as provided under the terms of the prepayment agreement. For as long as any portion of the Prepayment is outstanding, the Company will be subject to certain covenants including (i) maintenance of a 52 minimum cash balance of $ 30 million, (ii) interest coverage and leverage ratios, and (iii) other customary negative covenants, including limitations on certain asset transfers, expenditures and investments. Amounts payable by the Company in connection with the Prepayment will be guaranteed by Thermo, subject to applicable shareholder approval. Prior to such shareholder approval, Thermo has agreed to provide support of certain of the Company’s obligations under the Service Agreements, the Satellite Procurement Agreement, and certain related contracts directly to the Partner. As conditions precedent to Prepayment funding, the Company must (i) convert or refinance the remaining loans outstanding under the 2019 Facility Agreement by March 13, 2023 and (ii) grant Partner a first-priority lien in the Company’s assets to secure its obligations under the Service Agreements. Discontinuation of Second-Generation Duplex Products and Services The Company has been evaluating the continuation of second-generation Duplex services in light of other potential uses for the Company’s capacity, such as those within the Service Agreements. In early 2021, the Company terminated its second-generation Duplex services, which supported approximately 1,800 subscribers, to allow extended testing of the Services to Partner; however, such termination was considered temporary unless or until Partner announced its intent to proceed with launch of the Services. Due to this shift in strategy triggered by Partner's September 2022 announcement, the Company evaluated the recoverability of its second-generation Duplex assets, including gateway property, prepaid licenses and royalties, and inventory during the third quarter of 2022. As a result of this shift in strategy, the Company recorded reductions in the value of equipment and long-lived assets totaling $ 174.3 million during the third quarter of 2022 (refer to Note 8: Fair Value Measurements for further discussion). The Company will continue to support first-generation Duplex services, including voice communications and data transmissions. Refer to Note 2: Revenue, Note 3: Leases, Note 4: Property and Equipment and Note 9: Commitments and Contingencies for further discussion of the financial statement impact of the Service Agreements. Use of Estimates in Preparation of Financial Statements The preparation of Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America ("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. Certain reclassifications have been made to prior year Consolidated Financial Statements to conform to current year presentation. The Company evaluates estimates on an ongoing basis. Principles of Consolidation The Consolidated Financial Statements include the accounts of Globalstar and all its subsidiaries. All significant intercompany transactions and balances have been eliminated in the consolidation. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. Cash deposited in institutional money market funds, regular interest-bearing depository accounts and non-interest-bearing depository accounts are classified as cash and cash equivalents on the accompanying consolidated balance sheets. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and restricted cash. Cash and cash equivalents and restricted cash consist primarily of highly liquid short-term investments deposited with financial institutions that are of high credit quality. The Company performs credit evaluations of its customers’ financial condition and records reserves to provide for estimated credit losses . For the year ended December 31, 2022, our Partner under the Service Agreements was responsible for 24 % of our revenue and 86 % of our receivable balance with no other customer responsible for more than 10% of our revenue or accounts receivable balance. 53 Accounts and Notes Receivable The Company records trade accounts receivable from its customers when it has a contractual right to receive payment either on demand or on fixed or determinable dates in the future. Receivables are recorded when the right to consideration from the customer becomes unconditional, which is generally upon billing or upon satisfaction of a performance obligation, whichever is earlier. Accounts receivable are uncollateralized, without interest, and consist of receivables from wholesale capacity services and the sale of Globalstar services and equipment. The Company also has agreements whereby it acts as an agent to procure goods and perform services on behalf of Partner under the Service Agreements. Payment is generally due within 45 days of the invoice date for this customer. For service, payment is generally due from subscribers within thirty days of the invoice date and for equipment customers, payment is generally due within thirty to sixty days of the invoice date, or, for some customers, may be made in advance of shipment. The Company performs ongoing credit evaluations of its customers and impairs receivable balances by recording specific allowances for credit losses based on factors such as customer credit ratings, supportable and reasonable current trends, the length of time the receivables are past due and historical collection experience. The Company believes that historical collection experience is the most reasonable basis for predicting future performance. One type of the Company’s contract assets is customer receivables and, as such, historical delinquency percentages are generally consistent over time. The estimate of the allowance for subscriber credit losses is computed using aging schedules by type of revenue (service and subscriber equipment), by product (Duplex, SPOT and Commercial IoT) and by country. As discussed above, accounts receivable are considered past due in accordance with the contractual terms of the applicable arrangements. The Company applies a loss rate to its portfolio of subscriber trade receivables based on past-due status and records an allowance for credit losses, which represents the expected losses of those trade receivables over their estimated contractual life. The estimated life may vary by service and product type, but is generally less than one year. Allowances are generally recorded for all aging categories of outstanding receivables, including those in the current category. Accounts receivable balances that are determined likely to be uncollectible are included in the allowance for credit losses. After attempts to collect a receivable have failed, the receivable is written off against the allowance. The estimate of the allowance for credit losses on wholesale capacity receivables is based primarily on customer payment history and credit rating. The Company believes that the risk of loss is extremely remote for this category of outstanding receivables. The following is a summary of the activity in the allowance for credit losses (in thousands): Year Ended December 31, 2022 2021 2020 Balance at beginning of period $ 2,962 $ 4,352 $ 2,952 Impact of adoption of ASU 2016-13 — — 1,684 Provision, net of recoveries 1,087 409 1,656 Write-offs and other adjustments ( 1,157 ) ( 1,799 ) ( 1,940 ) Balance at end of period $ 2,892 $ 2,962 $ 4,352 Inventory Inventory consists primarily of purchased products, including subscriber equipment devices, which work on the Company’s network, as well as component parts and other chips used in the manufacture of subscriber equipment devices, of approximately $ 9.0 million and $ 9.6 million as of December 31, 2022 and 2021, respectively, as well as ground infrastructure assets expected to be used as spare parts of approximately $ 0.3 million and $ 4.2 million as of December 31, 2022 and 2021, respectively. Inventory is stated at the lower of cost or net realizable value. Cost is computed using the first-in, first-out (FIFO) method. Inventory write downs are measured as the difference between the cost of inventory and the net realizable value and are recorded as a cost of subscriber equipment sales - reduction in the value of inventory in the Company’s Consolidated Financial Statements. Product sales and returns from the previous 12 months and future demand forecasts are reviewed and excess and obsolete inventory is written off, as applicable. For each the years ended December 31, 2022, 2021 and 2020, the Company wrote down the value of inventory by $ 8.6 million, $ 1.0 million and $ 0.7 million, respectively, after adjusting for changes in net realizable value. In 2022, the Company wrote down the value of equipment consisting of second-generation Duplex assets, including finished goods, chips and component parts to be used in manufacturing such devices as well as second-generation Duplex gateway spare parts, totaling $ 6.9 million. Additionally, the Company recorded amounts prepaid to its product manufacturer related to second-generation Duplex products, previously included in Prepaid and other current assets on its consolidated balance sheets totaling 54 $ 1.6 million. The Company concluded that there was no remaining net realizable value of its second-generation Duplex inventory including prepayments to its product manufacturer. In 2021, the Company wrote off certain Sat-Fi2 ® materials that were not likely to be used in production as well as defective inventory units that were no longer saleable. In 2020, the Company discontinued production of a second-generation Duplex device, which was the majority of the write down recorded. The remaining reduction in value of inventory recorded during 2020 was driven by an evaluation of excess or obsolete inventory related to end of life products and technology. Property and Equipment The Globalstar System includes costs for the design, manufacture, test and launch of a constellation of low earth orbit satellites (the “Space Component”), and primary and backup control centers and gateways (the “Ground Component”). Property and equipment is stated at cost, net of accumulated depreciation. Costs associated with the design, manufacture, test and launch of the Company’s Space and Ground Components are capitalized. Capitalized costs associated with the Company’s Space Component, Ground Component, and other assets are tracked by fixed asset category and are allocated to each asset as it comes into service. Generally, when a satellite is incorporated into the constellation, the Company begins depreciation on the date the satellite is placed into service, which was the point that the satellite reaches its orbital altitude, over its estimated depreciable life. In June 2022, the Company launched an on-ground spare satellite. The costs associated with the construction and launch of this spare satellite were placed into service after its successful launch since this satellite is expected to remain as an in-orbit spare and will only be raised to its operational orbit at a future date if needed. The Company capitalizes interest costs associated with the costs of assets in progress. Capitalized interest is added to the cost of the underlying asset and is amortized over the depreciable life of the asset after it is placed into service. As the Company’s construction in progress increases, the Company capitalizes more interest, resulting in a lower amount of net interest expense recognized under U.S. GAAP. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets as follows: Space Component - 15 years from the commencement of service Ground Component - 7 or 15 years from commencement of service Software, Facilities & Equipment - 3 to 10 years Buildings - 18 years Leasehold Improvements - Shorter of lease term or the estimated useful lives of the improvements The estimated useful lives of the Company's Space and Ground components were based on estimated design life, information from the Company's engineering department and overall Company strategy for the use of these assets. The Company evaluates and revises the estimated depreciable lives assigned to property and equipment based on changes in facts and circumstances. When changes are made to estimated useful lives, the remaining carrying amounts are depreciated prospectively over the remaining useful lives. For assets that are sold or retired, including satellites that are de-orbited and no longer providing services, the estimated cost and accumulated depreciation is removed from property and equipment. The Company assesses the impairment of property and equipment 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 asset is not recoverable, its carrying value would be adjusted down to fair value and an impairment loss would be recorded. Additionally, the Company routinely performs profitability analyses to determine if investments in certain products and/or services remain viable. In the event the Company decides not to support a product or service, or determines that an asset is not expected to generate future benefit, the asset may be abandoned and an impairment loss may be recorded on the associated assets. Assets held for sale are carried at the lower of cost or fair value less estimated cost to sell; these assets are generally classified as current on the Company's consolidated balance sheets as the disposal of these assets is expected within one year. 55 Leases The Company has operating and finance leases for facilities and equipment 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 non-lease components, if applicable. 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 existing leases have remaining lease terms of less than 1 year to 19 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 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 a right-of-use asset is not recoverable, its carrying value would be adjusted down to fair value and an impairment loss would be recorded. Derivative Instruments Upon inception of a contract, the Company evaluates if the contract contains a derivative instrument. The Company has financing arrangements that are hybrid instruments that contain embedded derivative features. Derivative instruments are recognized as either assets or liabilities in the consolidated balance sheets and are measured at fair value with gains or losses recognized in earnings. The Company determines the fair value of derivative instruments based on available market data and assumptions developed by management using appropriate valuation models. Deferred Financing Costs Deferred financing costs are those costs directly incurred in issuing long-term debt or equity. Costs associated with obtaining long-term debt are amortized as additional interest expense over the expected term of the corresponding instrument and are recorded on the Company's consolidated balance sheets as a reduction in the carrying amount of the related debt liability. The Company classifies deferred financing costs consistent with the classification of the related debt outstanding at the end of the reporting period. As of December 31, 2022 and 2021, the Company had net deferred financing costs of $ 11.1 million and $ 27.3 million, respectively. 56 Fair Value of Financial Instruments The Company believes it is not practicable to determine the fair value of the 2019 Facility Agreement. Interest rates and other terms for long-term debt are not readily available and generally involve a variety of factors, including due diligence by the debt holders. The Company's vendor financing arrangement is recorded at net carrying value, which approximates fair value. Prior to conversion in the first quarter of 2022, the fair value of the Company’s 8.00 % Convertible Senior Notes Issued in 2013 (“2013 8.00 % Notes”) was calculated using inputs consistent with those used to calculate the fair value of the derivatives embedded in these instruments. Litigation, Commitments and Contingencies The Company is subject to various claims and lawsuits that arise in the ordinary course of business. Estimating liabilities and costs associated with these matters requires judgment and assessment based on professional knowledge and experience of our management and legal counsel. When a loss is considered probable and reasonably estimable, a liability is recorded for the Company's best estimate. If there is a range of loss, the Company will record a reserve based on the low end of the range, unless facts and circumstances can support a different point in the range. When a loss is probable, but not reasonably estimable, disclosure is provided, as considered necessary. Reserves for potential claims or lawsuits may be relieved if the loss is no longer considered probable. The ultimate resolution of any such exposure may vary from earlier estimates as further facts and circumstances become known. Gain/Loss on Extinguishment of Debt Gain or loss on extinguishment of debt generally is recorded upon an extinguishment of a debt instrument or the conversion of certain of the Company’s convertible notes. Gain or loss on extinguishment of debt is calculated as the difference between the reacquisition price and net carrying amount of the debt, which includes unamortized debt issuance costs and any derivative instruments, and is recorded as an extinguishment gain or loss in the Company’s consolidated statement of operations. Revenue Recognition and Deferred Revenue Revenue consists primarily of satellite voice and data service revenue, revenue generated from the sale of fixed and mobile devices, revenue generated from providing satellite network access and related services utilizing the Company's satellite spectrum and network of satellite and gateways, and revenue from providing engineering and other communication services. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. Each type of revenue is a separate performance obligation with distinct deliverables and is therefore accounted for discretely. Revenue is measured based on the consideration specified in a contract with a customer, adjusted for credits and discounts, as applicable, and is recognized when the Company satisfies a performance obligation by transferring control over a product or service to a customer. Generally, service revenue is recognized over a period of time and revenue from the sale of subscriber equipment is recognized at a point in time. The recognition of revenue for service is over time as the customer simultaneously receives and consumes the benefits of the Company’s performance over the contract term. The recognition of revenue for subscriber equipment is at a point in time as the risks and rewards of ownership of the hardware transfer to the customer generally upon shipment, which is when legal title of the product transfers to the customer, among other things (as discussed further below). The Company does not record sales taxes, telecommunication taxes or other governmental fees collected from customers in revenue. The Company excludes these taxes from the measurement of contract transaction prices. The Company receives payment from customers in accordance with billing statements or invoices for customer contracts; these payments may be in advance or arrears of services provided to the customer by the Company. Customer payments received in advance of the corresponding service period are recorded as deferred revenue. Upon activation of a Globalstar device, certain customers are charged an activation fee, which is recognized over the term of the expected customer life. Credits granted to customers are expensed or charged against revenue or accounts receivable over the remaining term of the contract. Under the Service Agreements, the Company issued Partner the Warrants to purchase shares of Globalstar common stock; the Warrants were recorded at the estimated fair value of the consideration granted based on a Black-Scholes pricing model. The fair value of the Warrants was capitalized as a contract asset and will be recognized as a reduction of the transaction price over the estimated term of the Service Agreements. 57 Estimates related to earned but unbilled service revenue are calculated primarily using current subscriber data, including plan subscriptions and usage between the end of the billing cycle and the end of the period, or in accordance with the terms of the customer contract for satellite network access services. The recognition of service revenue related to amounts allocated to performance obligations that were satisfied (or partially satisfied) in a previous period is not material to the Company’s financial statements. Amounts related to earned but unbilled revenue from the sale of subscriber equipment are recognized if hardware is shipped prior to the invoice being generated. This situation may result from multi-deliverable contracts, whereby equipment and service revenue are bundled and billed over time to a single customer. Provisions for estimated future warranty costs, returns and rebates are recorded as a cost of sale, or a reduction to revenue, as applicable. These costs are based on historical trends and the provision is reviewed regularly and periodically adjusted to reflect changes in estimates. Certain contracts with customers may contain a financing component. Under ASC 606, an entity should adjust the promised amount of the consideration for the effects of time value of money if the timing of the payments agreed upon by the parties to the contract provides the customer or the entity with a significant benefit of financing for the transfer of goods or services to the customer. For certain payments associated with services provided under the Service Agreements, the length of time between receipt of payment by the customer and transfer of services by the Company is greater than one year. Accordingly, payments made by Partner include a significant financing component. The Company accretes interest expense using the effective interest rate method over the period in which these advance payments are outstanding. The rate in which interest is computed is based on rates implicit in the Service Agreements. For the Company's subscriber contracts, transactions with a significant financing component are infrequent and not considered material to the Company as the time between cash collection and performance is generally less than one year. The following describes the principal activities from which the Company generates its revenue. Duplex Service Revenue. The Company recognizes revenue for monthly access fees in the period services are rendered. The Company offers certain annual plans whereby a customer prepays for a predetermined amount of minutes and data. In these cases, revenue is recognized consistent with a customer's expected pattern of usage based on historical experience because the Company believes that this method most accurately depicts the satisfaction of the Company's obligation to the customer. This usage pattern is typically seasonal and highest in the second and third calendar quarters of the year. The Company offers other annual plans whereby the customer is charged an annual fee to access the Company’s system with an unlimited amount of usage. Annual fees for unlimited plans are recognized on a straight-line basis over the term of the plans. SPOT Service Revenue. The Company sells SPOT services as monthly or annual plans and recognizes revenue on a straight-line basis over the service term, beginning when the service is activated by the customer. Commercial IoT Service Revenue. The Company sells Commercial IoT services as monthly or annual plans and recognizes revenue ratably over the service term or as service is used, beginning when the service is activated by the customer. Wholesale Capacity Service Revenue : The Company provides wholesale capacity services to Partner under the Service Agreements. The Company allocates the transaction price under the Service Agreements to each performance obligation generally in proportion to their relative stand-alone selling prices. Revenue is recognized when the performance obligations are performed, the timing of which may involve complex judgements by management. Although the Service Agreements have no expiration date, the Company estimated its contract term based on the useful life of its existing satellite network and the expected useful life of the new satellite network under construction. Equipment Revenue. Subscriber equipment revenue represents the sale of fixed and mobile user terminals, SPOT and Commercial IoT products, and accessories. The Company recognizes revenue upon shipment provided control has transferred to the customer. Indicators of transfer of control include, but are not limited to; 1) the Company’s right to payment, 2) the customer has legal title of the equipment, 3) the Company has transferred physical possession of the equipment to the customer or carrier, and 4) the customer has significant risks and rewards of ownership of the equipment. The Company sells equipment designed to work on its network through various channels, including through partners as well as direct to consumers or other businesses by its global sales team and through its e-commerce website. The sales channel depends primarily on the type of equipment and geographic region. Promotional rebates are offered from time to time. A reduction to revenue is recorded to reflect the lower transaction price based on an estimate of the customer take rate at the time of the sale using primarily historical data. This estimate is adjusted periodically to reflect actual rebates given to the Company’s customers. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of subscriber equipment sales. 58 Engineering and Other Service Revenue. Other service revenue includes primarily revenue associated with engineering and other communication services using the Company's MSS and terrestrial spectrum licenses. The revenue associated with these engineering services is generally recorded over time as the services are rendered, and the Company's obligation to the customer is satisfied. Multiple-Element Arrangement Contracts. At times, the Company will sell subscriber equipment through multiple-element arrangement contracts with services. When the Company sells subscriber equipment and services in bundled arrangements and determines that it has separate performance obligations, the Company allocates the bundled contract price among the various performance obligations based on relative stand-alone selling prices at contract inception of the distinct goods or services underlying each performance obligation and recognizes revenue when, or as, each performance obligation is satisfied. Stock-Based Compensation The Company recognizes compensation expense in the financial statements for both employee and non-employee share-based awards based on the grant date fair value of those awards. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock option awards on the date of grant. For restricted stock awards and units, the fair value is determined from the stock price on the grant date. The Company's estimate of the forfeiture rate of its share-based awards also impacts the timing of expense recorded over the vesting period of the award. The Company's estimate for pre-vesting forfeitures is recognized over the requisite service periods of the awards on a straight-line basis, which is generally commensurate with the vesting term. For share-based awards with a performance condition that affects vesting, the Company recognizes compensation cost for awards if and when the performance condition is probable of achievement. Foreign Currency The functional currency of the Company’s foreign consolidated subsidiaries is generally their local currency, except in certain scenarios, including when the subsidiary operates in a hyperinflationary economy, such as Venezuela and Argentina. Assets and liabilities of its foreign subsidiaries are translated into United States dollars based on exchange rates at the end of the reporting period. Income and expense items are translated at the average exchange rates prevailing during the reporting period. For 2022, 2021 and 2020, the foreign currency translation adjustments were net gains of $ 5.3 million, net gains of $ 4.4 million and net losses of $ 1.5 million, respectively. Foreign currency transaction gains/losses were approximately net losses of $ 6.6 million, net losses of $ 6.3 million and net losses of $ 0.7 million for each of 2022, 2021, and 2020, respectively. Asset Retirement Obligation Liabilities arising from legal obligations associated with the retirement of the Company's gateway long-lived assets are measured at fair value and recorded as a liability. Upon initial recognition of a liability for retirement obligations, the Company also capitalizes, as part of the asset carrying amount, the estimated costs associated with its expected retirement. This asset is depreciated over the life of the gateway to be retired. Accretion of the asset retirement obligation liability and depreciation of the related assets are included in depreciation, amortization and accretion in the accompanying consolidated statements of operations. As of December 31, 2022 and 2021, the Company had accrued approximately $ 3.0 million and $ 2.5 million, respectively, for asset retirement obligations. During 2022, the Company continued the expansion of its gateway footprint in connection with the Service Agreements, which resulted in the commencement of new leases and the installation of new equipment; as a result of this expansion, the Company established new asset retirement obligations resulting in a total increase to the liability of $ 0.5 million during 2022. There were no settlements during 2022. The Company believes this estimate will be sufficient to satisfy the Company’s obligation under site leases to remove its gateway equipment and restore the lease sites to their original condition. Warranty Expense Warranty terms extend from 90 days on equipment accessories to one year for fixed and mobile user terminals. A provision for estimated future warranty costs is recorded as cost of sales when products are shipped. Warranty costs are based on historical trends in warranty charges as a percentage of gross product shipments. The resulting accrual is reviewed regularly and periodically adjusted to reflect changes in warranty cost estimates. 59 Research and Development Expenses Research and development costs were $ 0.5 million, $ 1.0 million and $ 1.9 million for 2022, 2021 and 2020, respectively. These costs are expensed as incurred as cost of services and include primarily the cost of new product development, chip set design and other engineering work. Income Taxes The Company is taxed as a C corporation for U.S. tax purposes. The Company recognizes deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, operating losses and tax credit carryforwards. The Company measures deferred tax assets and liabilities using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes the effect on deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date; however, as the Company has a full valuation allowance on its deferred tax assets, there is no impact to the consolidated statements of operations and balance sheets. The Company recognizes valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. In assessing the likelihood of realization, management considers: (i) future reversals of existing taxable temporary differences; (ii) future taxable income exclusive of reversing temporary differences and carryforwards; (iii) taxable income in prior carry-back year(s) if carry-back is permitted under applicable tax law; and (iv) tax planning strategies. Comprehensive (Loss) Income All components of comprehensive (loss) income, including the minimum pension liability adjustment and foreign currency translation adjustment, are reported in the financial statements in the period in which they are recognized. Comprehensive (loss) income is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. 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. In periods of net income, the numerator used to calculate diluted EPS includes the effect of dilutive securities, including interest expense, net, and derivative gains or losses reflected in net income (loss) as well as the effect of dividends attributable to preferred shareholders. Common stock equivalents are included in the calculation of diluted earnings per share only when the effect of their inclusion would be dilutive. Prior to their conversion, the effect of potentially dilutive common shares for the Company's convertible notes were calculated using the if-converted method. Generally, for all other potentially dilutive common shares, the effect is calculated using the treasury stock method. Intangible and Other Assets Intangible Assets Not Subject to Amortization A significant portion of the Company's intangible assets are licenses that provide the Company the exclusive right to provide MSS services over the Globalstar System or to utilize designated radio frequency spectrum to provide terrestrial wireless communication services in a particular region of the world. While licenses are issued for only a fixed time, such licenses are subject to renewal by the Federal Communications Commission ("FCC") or equivalent international regulatory authorities. These license renewals are expected to occur routinely and at nominal cost. Moreover, the Company has determined that there are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful life of its wireless licenses. As a result, the Company treats the wireless licenses as an indefinite-lived intangible asset. The Company re-evaluates the useful life determination for wireless licenses annually, or more frequently if needed, to determine whether events and circumstances continue to support an indefinite useful life. The Company assesses these intangible assets for impairment annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. In assessing whether it is more likely than not that such an asset is impaired, the Company assesses relevant events and circumstances that could affect the significant inputs used to determine the fair value of the asset. If the Company determines that an impairment exists, any related loss is estimated based on fair values. Intangible Assets Subject to Amortization 60 Our intangible assets that do not have indefinite lives are amortized over their estimated useful lives. For information related to each major class of intangible assets, including accumulated amortization and estimated average useful lives, see Note 5: Intangible and Other Assets. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an indicator is present, the Company would measure recoverability by comparing the carrying amount to the future undiscounted cash flows the asset is expected to generate. If the asset is not recoverable, the undiscounted cash flows do not exceed the carrying amount and the carrying amount would be adjusted down to its fair value. Refer to Note 8: Fair Value Measurements for further discussion on the impairment recorded for intangible assets for the year ended December 31, 2022. Contract Costs The Company capitalizes incremental costs to obtain and/or fulfill a contract to the extent it expects to recover them. For subscriber-driven contracts, these capitalized contract acquisition costs primarily include deferred subscriber acquisition costs and are amortized consistently with the pattern of transfer of the good or delivery of the service to which the asset relates. For wholesale capacity services provided to Partner, contract costs include certain expenses incurred by the Company prior to the customer benefiting from the service as well as noncash consideration issued to Partner under the Service Agreements. When a contract terminates prior to the end of its expected life, the remaining contract acquisition cost associated with it becomes impaired and the amount is expensed. For subscriber driven revenue, total contract acquisition costs were $ 1.0 million and $ 1.7 million as of December 31, 2022 and 2021, respectively, and are recorded in other assets on the Company's consolidated balance sheet. These costs are typically amortized to marketing, general and administrative expenses over three years , which considers anticipated contract renewals. For the years ended December 31, 2022, 2021 and 2020, the amount of amortization related to contract acquisition costs was $ 1.2 million, $ 2.1 million and $ 2.1 million, respectively. For wholesale capacity services, total costs to fulfill a contract were $ 52.7 million and $ 2.1 million as of December 31, 2022 and 2021, respectively, and are netted against the associated contract liability, which is recorded in deferred revenue on the Company's consolidated balance sheet. The majority of the increase in costs to fulfill a contract during 2022 was due to noncash consideration issued to Partner in the form of warrants to purchase shares of Globalstar common stock totaling $ 48.3 million at the issuance date (see Note 15: Stock Compensation for further discussion). These costs are amortized to cost of services or marketing, general and administrative expense or recorded as a reduction to revenue over the period in which the Company commences its performance obligations through the estimated completion of the contract term, consistent with the period in which the customer benefits from the services provided. For the year ended December 31, 2022, the amount of amortization expense related to costs to fulfill a contract was $ 0.1 million. For the year ended December 31, 2022, the Company reduced revenue by $ 0.2 million associated with the amortization of the fair value of the noncash consideration issued to Partner. The Company did not amortize any costs to fulfill a contract during 2021 or 2020. Advertising Expenses Advertising costs were $ 2.0 million, $ 2.3 million and $ 2.5 million for 2022, 2021, and 2020, respectively. These costs are expensed as incurred as marketing, general and administrative expenses. Recently Issued Accounting Pronouncements In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2022-04: Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations . ASU 2022-04 added certain disclosure requirements for buyers in supplier finance programs. The amendments in the update require that buyers disclose qualitative and quantitative information about their supplier finance programs. Interim and annual requirements include disclosure of outstanding amounts under the obligations as of the end of the reporting period, and annual requirements include a rollforward of those obligations for the annual reporting period, as well as a description of payment and other key terms of the programs. This update is effective for annual periods beginning after December 15, 2022, and interim periods within those fiscal years, except for the requirement to disclose rollforward information, which is effective for fiscal years beginning after December 15, 2023. The Company adopted this standard when it became effective on January 1, 2023 and expects this will impact future disclosures. 61 Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06: Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Among other things, ASU No. 2020-06 simplifies the guidance in ASC 470 by eliminating two of the three models that require separating embedded conversion features from convertible instruments. This ASU is effective for public entities for annual and interim periods beginning after December 15, 2021. The Company adopted this standard when it became effective on January 1, 2022. For existing debt instruments, this standard will not have a material impact to its consolidated 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): Year Ended December 31, 2022 2021 2020 Service revenue: Subscriber services Duplex $ 29,222 $ 31,197 $ 33,878 SPOT 45,670 46,040 46,417 Commercial IoT 19,516 17,951 17,174 Wholesale capacity services 34,913 8,945 10,196 Engineering and other services 2,747 2,331 5,526 Total service revenue 132,068 106,464 113,191 Subscriber equipment sales: Duplex $ 319 $ 1,011 $ 1,883 SPOT 5,888 9,427 8,176 Commercial IoT 10,132 7,169 5,140 Other 97 226 97 Total subscriber equipment sales 16,436 17,833 15,296 Total revenue $ 148,504 $ 124,297 $ 128,487 As consideration for the services provided by Globalstar under the Service Agreements, Partner makes payments to Globalstar, including a recurring service fee, payments relating to certain service-related operating expenses and capital expenditures, and potential bonus payments subject to satisfaction of certain licensing, service and other related criteria. In connection with the amendment of the Service Agreements in February 2023, Partner agreed to pay the Company consideration related to performance obligations completed in prior periods. The Company expects to recognize revenue in 2023 when payment is realized. 62 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): Year Ended December 31, 2022 2021 2020 Service revenue: United States $ 99,735 $ 75,053 $ 82,765 Canada 17,421 17,913 18,217 Europe 6,428 7,300 7,040 Central and South America 7,961 5,447 4,242 Others 523 751 927 Total service revenue 132,068 106,464 113,191 Subscriber equipment sales: United States $ 7,981 $ 10,238 $ 8,226 Canada 4,740 3,029 3,741 Europe 1,870 2,018 1,639 Central and South America 1,793 2,487 1,674 Others 52 61 16 Total subscriber equipment sales 16,436 17,833 15,296 Total revenue $ 148,504 $ 124,297 $ 128,487 Accounts Receivable Receivables are included in "Accounts receivable, net of allowance for credit losses" on the Company's consolidated balance sheets except for the long-term portion of the wholesale capacity accounts receivable, which is included in "Prepaid satellite construction costs and related customer receivable". The Company's receivable balances by type and classification are presented in the table below net of allowance for credit losses and may include amounts related to earned but unbilled receivables (amounts in thousands): As of December 31, 2022 2021 Accounts receivable, net of allowance for credit losses Subscriber accounts receivable $ 14,850 $ 12,825 Wholesale capacity accounts receivable 7,234 1,861 Agency agreement accounts receivable 4,245 6,496 Total accounts receivable, net of allowance for credit losses $ 26,329 $ 21,182 Long-term wholesale capacity accounts receivable 111,026 — Total accounts receivable (short-term and long-term), net of allowance for credit losses $ 137,355 $ 21,182 In February 2022, the Company entered into an agreement for the purchase of new satellites that will replenish the Company's existing satellite constellation. Under the Service Agreements, subject to certain terms and conditions, Partner has agreed to make service payments equal to 95 % of the approved capital expenditures under the satellite procurement agreement (to be paid on a straight-line basis over the useful life of the satellites) and certain other costs incurred for the new satellites, as adjusted based on certain provisions, beginning with the Phase 2 Service Period. As the Company incurs construction in progress associated with the MDA contract, it earns the right to receive certain payments from Partner associated with this phase of the Service Agreements. In accordance with the expected timing of payment from Partner, $ 7.2 million is recorded in "Wholesale capacity accounts receivable" and $ 111.0 million is recorded in "Long-term wholesale capacity accounts receivable" in the table above. 63 Contract Liabilities Contract liabilities, which are included in deferred revenue on the Company’s consolidated balance sheet, represent the Company’s obligation to transfer service or equipment to a customer from whom it has previously received consideration. Contract liabilities reflect balances from its customers, including MSS subscribers and the Partner under the Service Agreements. The Company's contract liabilities by type and classification are presented in the table below (amounts in thousands). As of December 31, 2022 2021 Short-term contract liabilities Subscriber contract liabilities $ 21,987 $ 24,940 Wholesale capacity contract liabilities 52,652 987 Total short-term contract liabilities $ 74,639 $ 25,927 Long-term contract liabilities Subscriber contract liabilities $ 1,704 $ 1,783 Wholesale capacity contract liabilities, net of contract asset 156,099 110,271 Total long-term contract liabilities $ 157,803 $ 112,054 Total contract liabilities $ 232,442 $ 137,981 For subscriber contract liabilities, the amount of revenue recognized during the years ended December 31, 2022 and 2021 from performance obligations included in the contract liability balance at the beginning of these periods was $ 23.4 million and $ 24.1 million, respectively. For wholesale capacity contract liabilities, the amount of revenue recognized during the years ended December 31, 2022 and 2021 from performance obligations included in the contract liability balance at the beginning of these periods was $ 0.8 million and zero , respectively. The duration of the Company’s contracts with subscribers is generally one year or less. As of December 31, 2022, the Company expects to recognize $ 22.0 million, or approximately 93 %, of its remaining performance obligations during the next twelve months . The Service Agreements have no expiration date; therefore, the related contract liabilities may be recognized into revenue over various periods driven by the expected related service or recoupment periods. As of December 31, 2022, the Company expects to recognize $ 52.7 million, or approximately 25 %, of its remaining performance obligations during the next twelve months . The components of wholesale capacity contract liabilities are presented in the table below (amounts in thousands). As of December 31, 2022 2021 Wholesale capacity contract liabilities, net: Advanced payments for services expected to be performed with the second-generation satellite constellation during Phase 1 (1) $ 99,671 $ 96,362 Advanced payments for services expected to be performed with the recently launched ground spare satellite during Phases 1 and 2 25,438 16,981 Advanced payments (both received and contractually owed) for services expected to be performed with the next-generation satellite constellation during Phase 2 117,466 — Advanced payments for the Phase 1 service fee and service-related operating expenses and capital expenditures 18,872 — Contract asset (2) ( 52,696 ) ( 2,085 ) Wholesale capacity contract liabilities, net $ 208,751 $ 111,258 (1) In accordance with applicable accounting guidance, the Company records imputed interest associated with the significant financing component, totaling $ 5.3 million and $ 1.9 million as of December 31, 2022 and 2021, respectively, which is included in deferred revenue and represents the remaining amount to be recognized over the Company's performance obligations. (2) In November 2022, the Company issued Warrants (as defined) to Partner (see Note 15: Stock Compensation for further discussion). The initial fair value of the Warrants at the time of issuance was $ 48.3 million and recorded in equity with an offset to a contract asset on the Company's consolidated balance sheets. The fair value of the Warrants is recorded as a reduction to revenue over the period in which the Company commences its performance obligations 64 through the estimated completion of the contract term, consistent with the period in which the customer benefits from the services provided. 3. LEASES The following tables disclose the components of the Company’s finance and operating leases (amounts in thousands): As of December 31, 2022 2021 Operating leases: Right-of-use asset, net $ 30,859 $ 32,041 Short-term lease liability (recorded in accrued expenses) 2,747 2,501 Long-term lease liability 27,635 29,237 Total operating lease liabilities $ 30,382 $ 31,738 Finance leases: Right-of-use asset, net (recorded in intangible and other current assets, net) $ 104 $ 8 Short-term lease liability (recorded in accrued expenses) 16 6 Long-term lease liability (recorded in non-current liabilities) 71 3 Total finance lease liabilities $ 87 $ 9 In connection with the Company's gateway expansion project related to the Service Agreements, the Company commenced one operating lease during 2022 for a new gateway site totaling $ 2.1 million. Lease Cost The components of lease cost are reflected in the table below (amounts in thousands): Year Ended December 31, 2022 2021 2020 Operating lease cost: Amortization of right-of-use assets $ 2,605 $ 2,601 $ 1,880 Interest on lease liabilities 2,524 1,948 1,320 Capitalized lease cost ( 823 ) ( 615 ) — Finance lease cost: Amortization of right-of-use assets 12 11 76 Interest on lease liabilities 3 1 4 Short-term lease cost 498 213 100 Total lease cost $ 4,819 $ 4,159 $ 3,380 In accordance with the Service Agreements, the Company has capitalized certain costs to fulfill this contract, including lease expense, as shown in the table above. These capitalized lease costs will be amortized over the expected term of the related performance obligation. 65 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 December 31, 2022 2021 Weighted-average lease term Finance leases 4.6 years 1.6 years Operating Leases 10.1 years 10.6 years Weighted-average discount rate Finance leases 10.2 % 7.0 % Operating leases 8.5 % 8.4 % Supplemental Cash Flow Information The below table discloses supplemental cash flow information for finance and operating leases (in thousands): Year Ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,299 $ 5,445 $ 3,055 Operating cash flows from finance leases 3 1 4 Financing cash flows from finance leases 30 10 68 Maturity Analysis The following table reflects undiscounted cash flows on an annual basis for the Company’s lease liabilities as of December 31, 2022 (amounts in thousands): Operating Leases Finance Leases 2023 $ 4,913 $ 25 2024 4,786 23 2025 4,814 23 2026 4,862 23 2027 4,740 15 Thereafter 17,823 — Total lease payments $ 41,938 $ 109 Imputed interest ( 11,556 ) ( 22 ) Discounted lease liability $ 30,382 $ 87 As of December 31, 2022, the Company had executed an additional operating lease for a new gateway location, which has not yet commenced since the lessor is continuing to ready the site for use. Accordingly, this lease is not reflected on the balance sheet as of December 31, 2022 or in the maturity table above. The Company is in the process of evaluating this lease obligation and expects it to be approximately $ 2.3 million. 66 4. PROPERTY AND EQUIPMENT Property and equipment consists of the following (in thousands): As of December 31, 2022 2021 Globalstar System: Space component First and second-generation satellites in service $ 1,246,343 $ 1,195,509 Second-generation satellite, on-ground spare — 32,442 Ground component 92,125 282,268 Construction in progress: Space component 110,068 16,394 Ground component 5,316 33,998 Other 9,167 4,123 Total Globalstar System 1,463,019 1,564,734 Internally developed and purchased software 22,509 20,823 Equipment 8,042 8,590 Land and buildings 1,681 1,149 Leasehold improvements 2,083 2,088 Total property and equipment 1,497,334 1,597,384 Accumulated depreciation ( 936,963 ) ( 925,228 ) Total property and equipment, net $ 560,371 $ 672,156 Amounts included in "second-generation satellite, on-ground spare" in the table above consist of costs related to one of the Company's second-generation satellites that was stored as an on-ground spare satellite until its launch in June 2022. The costs to prepare this satellite for launch were included in "construction in progress - space component" in the table above prior to its launch. During 2022, $ 66.7 million in costs associated with the construction and launch of this spare satellite (including capitalized interest) were placed into service. Since this satellite is expected to remain as an in-orbit spare and will only be raised to its operational orbit at a future date if needed, it was placed into service following its successful launch. In February 2022, the Company entered into an agreement with an initial contract price of $ 327 million for the purchase of new satellites that will replenish the Company's existing satellite constellation. As of December 31, 2022, the Company recorded $ 11.5 million as prepaid satellite construction costs associated with the upfront milestone payment due upon signing and $ 98.5 million in construction in progress on its consolidated balance sheet. The ground component of construction in progress includes costs incurred for assets to upgrade the Company's ground infrastructure, including costs associated with the procurement of new gateway antennas. During 2022, the Company placed $ 28.9 million of costs into service associated with these antennas (including capitalized interest), which are included in ground component in the table above. These capital expenditures relate primarily to gateway upgrade work in connection with the Service Agreements. As discussed in Note 1: Summary of Significant Accounting Policies and Note 8: Fair Value Measurements, the Company evaluated the recoverability of its second-generation Duplex assets in September 2022. This evaluation resulted in the removal of the second-generation Duplex assets from the Company's long-lived asset grouping. The reduction in value of long-lived assets recorded during the third quarter of 2022 totaled $ 161.2 million. The table below reflects the reduction in value of long-lived assets by each component of Property and equipment, net, and Intangible and other assets, net, previously recorded on the Company's consolidated balance sheets (amounts in thousands, reflected net of accumulated depreciation and amortization, as applicable, prior to their write downs). 67 Three months ended September 30, 2022 Property and equipment, net Ground component $ 154,144 Construction in progress: ground component 5,545 Equipment 202 Total property and equipment, net $ 159,891 Intangible and other assets, net $ 1,271 Total reduction in value of long-lived assets $ 161,162 Capitalized Interest and Depreciation Expense The following table summarizes capitalized interest for the periods indicated below (in thousands): Year Ended December 31, 2022 2021 2020 Interest cost eligible to be capitalized $ 45,609 $ 47,580 $ 50,721 Interest cost recorded in interest income (expense), net ( 29,836 ) ( 43,325 ) ( 48,064 ) Net interest capitalized $ 15,773 $ 4,255 $ 2,657 The following table summarizes depreciation expense for the periods indicated below (in thousands): Year Ended December 31, 2022 2021 2020 Depreciation Expense $ 85,475 $ 84,225 $ 84,853 The following table summarizes amortization expense for the periods indicated below (in thousands): Year Ended December 31, 2022 2021 2020 Amortization Expense $ 8,409 $ 12,012 $ 11,962 Geographic Location of Property and Equipment Long-lived assets consist primarily of property and equipment and are attributed to various countries based on the physical location of the asset, except for the Company’s satellites which are included in the long-lived assets of the United States. The Company’s information by geographic area is as follows (in thousands): Year Ended December 31, 2022 2021 Property and equipment: United States $ 519,752 $ 621,474 Central and South America 15,224 22,981 Canada 2,582 13,921 Africa 11,507 5,471 Europe 2,393 5,136 Asia 4,410 2,752 Australia 4,503 421 Total property and equipment $ 560,371 $ 672,156 68 5. INTANGIBLE AND OTHER ASSETS Intangible Assets The Company has intangible assets not subject to amortization, which include certain costs to obtain or defend regulatory authorizations and a portion of capitalized interest associated with these assets. These costs primarily include efforts related to the enhancement of the Company's licensed MSS spectrum to provide terrestrial wireless services as well as costs with international regulatory agencies to obtain similar terrestrial authorizations outside of the United States. This category includes work in progress assets as well as indefinite lived assets already placed into service. The Company also has intangible assets subject to amortization, which primarily include developed technology and definite lived MSS licenses. The gross carrying amount and accumulated amortization of the Company's intangible assets consist of the following (in thousands): December 31, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible Assets Not Subject to Amortization $ 26,180 $ — $ 26,180 $ 24,906 $ — $ 24,906 Intangible Assets Subject to Amortization: Developed technology $ 9,113 $ ( 7,292 ) $ 1,821 $ 11,865 $ ( 7,949 ) $ 3,916 Regulatory authorizations 3,722 ( 1,316 ) 2,406 3,104 ( 940 ) 2,164 $ 12,835 $ ( 8,608 ) $ 4,227 $ 14,969 $ ( 8,889 ) $ 6,080 Total $ 39,015 $ ( 8,608 ) $ 30,407 $ 39,875 $ ( 8,889 ) $ 30,986 For the twelve months ended December 31, 2022, the Company recorded amortization expense on these intangible assets of $ 1.2 million. Amortization expense is recorded in operating expenses in the Company’s consolidated statements of operations. For the year ended December 31, 2022, the Company recorded a reduction in value of assets associated with intangible assets totaling $ 0.7 million on its consolidated statements of operations (refer to Note 8: Fair Value Measurements for further discussion). Excluding the effects of any acquisitions, dispositions or write-downs subsequent to December 31, 2022, total estimated annual amortization of intangible assets is as follows (in thousands): 2023 $ 841 2024 640 2025 493 2026 444 2027 379 Thereafter 1,430 Total $ 4,227 69 Other Assets Other assets consist of the following (in thousands): December 31, 2022 2021 Costs to obtain and fulfill a contract (Note 1) $ 1,770 $ 1,725 Long-term prepaid licenses and royalties (Note 8) — 4,380 International tax receivables (Note 13) 3,552 577 Compound embedded derivative with the 2019 Facility Agreement (Note 7 and Note 8) — 484 ERP software costs 1,131 919 Other long-term assets 1,565 1,965 Total other assets $ 8,018 $ 10,050 6. LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Long-term debt consists of the following (in thousands): December 31, 2022 December 31, 2021 Principal Amount Unamortized Discount and Deferred Financing Costs Carrying Value Principal Amount Unamortized Discount and Deferred Financing Costs Carrying Value 2019 Facility Agreement $ 143,213 $ 11,098 $ 132,115 $ 263,812 $ 27,287 $ 236,525 Vendor financing 59,822 59,822 — — — 8.00 % Convertible Senior Notes Issued in 2013 — — 1,407 — 1,407 Total debt and vendor financing 203,035 11,098 191,937 265,219 27,287 237,932 Less: current portion 59,822 — 59,822 — — — Long-term debt and vendor financing $ 143,213 $ 11,098 $ 132,115 $ 265,219 $ 27,287 $ 237,932 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. All amounts outstanding associated with the Company's vendor financing arrangement are due within the next twelve months and, therefore, are reflected as a current liability on the Company's consolidated balance sheets. 2019 Facility Agreement In November 2019, the Company entered into a $ 199.0 million facility agreement with Thermo, an affiliate of EchoStar Corporation and certain other unaffiliated lenders (the "2019 Facility Agreement"). The 2019 Facility Agreement is scheduled to mature in November 2025. The remaining loans under the 2019 Facility Agreement bear interest at a rate of 14.0 % per annum to be paid in kind (or in cash, at the option of the Company). 70 The Service Agreements require the Company to refinance all loans outstanding under the 2019 Facility Agreement. A portion was refinanced in November 2022 and the remaining portion is to be refinanced by March 13, 2023 (as amended). On February 13, 2023, the Company provided notice, as required under the 2019 Facility Agreement, to the remaining lender of its intent to voluntarily prepay all remaining amounts due under the 2019 Facility Agreement. In connection with our Partner's launch of Services on November 15, 2022, the Company was obligated to complete the Thermo Debt Conversion (as described in our Current Report on Form 8-K filed September 7, 2022). To satisfy this obligation, the Company entered into an Exchange Agreement dated as of November 15, 2022 (the “Exchange Agreement”) with affiliates of Thermo and certain other lenders (collectively, the “Exchanging Lenders”) providing for the exchange of $ 149.4 million outstanding principal amount of, and accrued and unpaid interest on, the Exchanging Lenders’ loans under the 2019 Facility Agreement for 149,425 shares of 7.0 % Perpetual Preferred Stock, Series A, liquidation preference $ 1,000 per share (the “Series A Preferred Stock”). The Company recorded the debt extinguishment in the fourth quarter of 2022 representing the difference between the net carrying amount prior to extinguishment (including unamortized deferred financing costs, debt discounts and derivatives) and the reacquisition price of the debt. In accordance with accounting guidance for debt extinguishment with related parties, the Company recorded the portion exchanged by Thermo of $ 30.8 million as a contribution to capital through equity on its consolidated balance sheets. For the portion exchanged by other lenders, the Company recorded a gain on extinguishment of debt totaling $ 2.8 million on its consolidated statements of operations. The Company's obligations under the 2019 Facility Agreement are guaranteed on a senior secured basis by all of its domestic subsidiaries' assets 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 cash proceeds from this loan were net of a 3 %, or $ 6.0 million, original issue discount (the "OID"). A portion of this OID was recorded as a debt discount of $ 4.0 million. This debt discount was netted against the principal amount of the loan and is being accreted using an effective interest method to interest expense over the term of the loan. As additional consideration for the loan, the Company issued the lenders warrants to purchase 124.5 million shares of voting common stock at an exercise price of $ 0.38 per share. The Company determined that the warrants were equity instruments and recorded them as a part of stockholders’ equity. A portion of the fair value of the warrants was recorded as a debt discount of $ 15.8 million. This debt discount was netted against the principal amount of the loan and is being accreted using an effective interest method to interest expense over the term of the loan. All of the warrants issued to the lenders were exercised before their expiration date on March 31, 2021. The 2019 Facility Agreement contains customary events of default and requires that the Company satisfy various financial and non-financial covenants, including the following items that were in place as of December 31, 2022: • The Company's capital expenditures do not exceed $ 25.0 million for 2021 or 2022, excluding capital expenditures for the replacement satellites and network upgrades associated with the Service Agreements; • The Company's expenditures in connection with its spectrum rights do not exceed $ 20.0 million; • The Company maintains at all times a minimum liquidity balance of $ 3.6 million; • The Company achieves minimum adjusted consolidated EBITDA (as defined in the 2019 Facility Agreement) of $ 21.1 million and $ 27.1 million for the six-month periods ended June 30, 2022 and December 31, 2022, respectively; • The Company maintains a minimum debt service coverage ratio of 0.90 :1; • The Company maintains a maximum net debt to adjusted consolidated EBITDA ratio of 2.75 :1; and • The Company maintains a minimum interest coverage ratio of 4.73 :1 for the two semi-annual measurement periods leading up to December 31, 2022. The Company received waivers from its senior lenders to permit certain transactions during 2022. including capital expenditures associated with our obligations under the Service Agreements, vendor financing associated with the MDA agreement, termination of the Globalstar pension plan, and redemption of the 2013 8.00 % Notes. As of December 31, 2022, the Company was in compliance with the covenants of the 2019 Facility Agreement. 71 The 2019 Facility Agreement requires mandatory prepayments of principal with any Excess Cash Flow (as defined and calculated in the 2019 Facility Agreement) on a semi-annual basis. The Company generated excess cash flow for the six-month measurement period ended June 30, 2022 and was required to pay $ 6.3 million to its lenders in August 2022. This payment reduced future principal payment obligations. The Company generated excess cash flow for the six-month measurement period ended December 31, 2022 and will be required to pay approximately $ 2.0 million if the debt remains outstanding on March 16, 2023. The Company evaluated the various embedded derivatives within the 2019 Facility Agreement related to certain contingently exercisable put options. Due to the substantial discount upon issuance, as calculated under applicable accounting guidance, these prepayment features were required to be bifurcated and separately valued. The Company initially recorded the compound embedded derivative liability as a non-current liability on its consolidated balance sheets with a corresponding debt discount, which is netted against the face value of the 2019 Facility Agreement. The Company is accreting the debt discount associated with the compound embedded derivative liability to interest expense through the maturity date using an effective interest rate method. Refer to Note 7: Derivatives and Note 8: Fair Value Measurements for further discussion on the compound embedded derivative bifurcated from the 2019 Facility Agreement. Thermo's participation in the 2019 Facility Agreement was reviewed and approved by the Company's Strategic Review Committee, which is a committee of disinterested and independent directors who are represented by independent legal counsel. See Note 11: Related Party Transactions for further information on the role and responsibility of the Strategic Review Committee. Vendor Financing In February 2022, the Company entered into a satellite procurement agreement with MDA (see Note 9: Commitments and Contingencies for further discussion). This agreement (as amended in October 2022 and January 2023) provides for deferrals of milestone payments through March 15, 2023. The Company received a waiver from its senior lenders to permit this vendor financing as subordinated indebtedness, The Company has made $ 34 million in payments to MDA under this agreement, including $ 14 million during the fourth quarter 2022 and $ 20 million in January 2023. Interest accrues on the amount outstanding at an annual rate of 7 %, which increased to 10.5 % on balances between December 2022 and March 2023. As of December 31, 2022, the Company had recorded $ 59.8 million in short-term vendor financing and total accrued interest of $ 1.3 million on its consolidated balance sheet associated with this agreement. The Company has also accrued $ 36.1 million on its consolidated balance sheet associated with work performed but not yet billed. As discussed in the Recent Developments section of Note 1: Summary of Significant Accounting Policies, in February 2023, Globalstar and its Partner under the Service Agreements agreed to amend the Service Agreements to provide for, among other things, Partner’s prepayment of $ 252 million to pay amounts currently due and payable, as well as other amounts as they become due and payable, under the satellite procurement agreement. Series A Preferred Stock As discussed above, on November 15, 2022, the Company issued 149,425 shares of Series A Preferred Stock in exchange for $ 149.4 million outstanding principal amount of its 2019 Facility Agreement, and recorded the fair value of the shares totaling $ 105.3 million on the Company's consolidated balance sheet. The shares of Series A Preferred Stock do not possess voting rights, other than certain matters specifically affecting the rights and obligations of the Series A Preferred. Holders of Series A Preferred Stock will be entitled to receive, when, as and if declared by our Board of Directors or a committee thereof, cumulative cash dividends based on the liquidation preference of the Series A Preferred Stock, at a fixed rate equal to 7.00 % per annum, payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, beginning on January 1, 2023. In January 2023, the Company's Board of Directors approved the payment of dividends totaling $ 1.3 million for the period November 15, 2022 through December 31, 2022, and these dividends have been paid. Series A Preferred Stock may be redeemed by the Company, in whole or in part, at any time. The holders of the Series A Preferred Stock do not have any rights to convert or require the Company to redeem such stock. The holders of the Series A Preferred stock have customary liquidation preferences. Refer to Note 8: Fair Value Measurements for further discussion on the valuation of the preferred stock. 8.00 % Convertible Senior Notes Issued in 2013 72 In May 2013, the Company issued $ 54.6 million aggregate principal amount of its 2013 8.00 % Notes. During 2022, the holders converted the remaining principal amount outstanding of $ 1.4 million into 2.3 million shares of Globalstar common stock at a conversion price of $ 0.69 per share. As a result of the conversions during 2022, the Company recorded gains and losses on extinguishment of debt resulting from the difference between the fair value of shares of Globalstar common stock issued to the holders and the principal amount of the notes that converted as well as the write-offs of the embedded derivative associated with the 2013 8.00 % Notes. The net impact to the Company's consolidated statements of operations in 2022 was a gain of less than $ 0.1 million. Refer to Note 7: Derivatives and Note 8: Fair Value Measurements for further discussion on the compound embedded derivative bifurcated from the 2013 8.00 % Notes. 2009 Facility Agreement In 2009, the Company entered into a facility agreement with a syndicate of bank lenders (the "2009 Facility Agreement"). In 2021, the Company fully repaid the 2009 Facility Agreement prior to its scheduled maturity in December 2022. In connection with the debt prepayments and final payoff made during 2021, the Company recorded net losses on extinguishment of debt totaling $ 1.9 million on its consolidated statements of operations representing the difference between the net carrying amount prior to extinguishment (including unamortized deferred financing costs) and the reacquisition price of the debt (primarily including of the partial refund of premiums). Paycheck Protection Program Loan In April 2020, the Company sought relief under the CARES Act and received a $ 5.0 million loan under the Paycheck Protection Program ("PPP"), (the "PPP Loan"). In June 2021, the Small Business Administration approved the Company's request for forgiveness of all amounts outstanding under the PPP Loan, including accrued interest. The Company evaluated the applicable accounting guidance relative to the PPP Loan and accounted for the proceeds of the PPP Loan as debt under ASC 470. As the entire principal balance, including accrued interest, was forgiven in June 2021, the Company recorded a gain on extinguishment of debt totaling $ 5.0 million on its consolidated statements of operations. Debt maturities Annual debt maturities for each of the five years following December 31, 2022 and thereafter are as follows (in thousands): 2023 $ — 2024 — 2025 143,213 2026 — 2027 — Thereafter — Total $ 143,213 Amounts in the above table are calculated based on amounts outstanding at December 31, 2022, and therefore exclude paid-in-kind interest payments that will be made in future periods. Additionally, amounts in the table above exclude the Company's vendor financing arrangement, of which $ 59.8 million was outstanding as of December 31, 2022 and future recoupment amounts due under the Service Agreements. 73 7. DERIVATIVES The Company has identified various embedded derivatives resulting from certain features in the Company’s existing borrowing arrangements, requiring recognition on its 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 consolidated balance sheets (in thousands): December 31, 2022 2021 Derivative (liabilities) assets: Compound embedded derivative with the 2019 Facility Agreement $ ( 122 ) $ 484 Compound embedded derivative with the 2013 8.00 % Notes $ — $ ( 1,364 ) As of December 31, 2022 and December 31, 2021, the derivative (liability) asset recorded for the compound embedded derivative with the 2019 Facility Agreement was reflected in Other non-current liabilities and Intangible and other assets, net, respectively, on the Company's consolidated balance sheets. During the first quarter of 2022, the remaining principal amount of the 2013 8.00 % Notes was converted into shares of Globalstar common stock; accordingly, the associated derivative is no longer outstanding. Prior to this conversion, the derivative liability associated with the 2013 8.00 % Notes was included in Other non-current liabilities on the Company's consolidated balance sheets. The following table discloses the changes in value recorded as derivative (loss) gain in the Company’s consolidated statement of operations (in thousands): Year Ended December 31, 2022 2021 2020 Compound embedded derivative with the 2013 8.00 % Notes $ 216 $ ( 1,241 ) $ 399 Compound embedded derivative with the Loan Agreement with Thermo — — 212 Compound embedded derivative with the 2019 Facility Agreement ( 1,021 ) 198 2,286 Total derivative (loss) gain $ ( 805 ) $ ( 1,043 ) $ 2,897 The fair value of each embedded derivative is marked-to-market at the end of each reporting period, or more frequently as deemed necessary, with any changes in value reported in the consolidated statements of operations and consolidated statements of cash flows as a non-cash operating activity. The Company classifies its derivatives consistent with the classification of the underlying debt on the Company's consolidated balance sheet. See Note 8: Fair Value Measurements for further discussion. Each liability or asset and the features embedded in the debt instrument, which required the Company to account for the instrument as a derivative, are described below. Compound Embedded Derivative with the 2019 Facility Agreement As a result of certain contingently exercisable put features within the 2019 Facility Agreement, the Company initially recorded a compound embedded derivative liability on its consolidated balance sheet with a corresponding debt discount that is netted against the face value of the 2019 Facility Agreement. The Company determined the fair value of the compound embedded derivative liability using a probability weighted discounted cash flow model. In November 2022, the Company exchanged a portion of the 2019 Facility Agreement into Series A Preferred Stock. As a result of this exchange, the Company wrote off a portion of the embedded derivative associated with the 2019 Facility Agreement during the fourth quarter of 2022. See Note 6: Long-Term Debt and Other Financing Arrangements for further discussion. Compound Embedded Derivative with 2013 8.00 % Notes As a result of the conversion option and the contingent put feature within the 2013 8.00 % Notes, the Company recorded a compound embedded derivative liability on its consolidated balance sheets with a corresponding debt discount that was netted against the face value of the 2013 8.00 % Notes. The Company determined the fair value of the compound embedded derivative liability using a Monte Carlo simulation model. The Company classified this derivative liability consistent with the classification of the 2013 8.00 % Notes on the Company's consolidated balance sheet. During the first quarter of 2022, the compound embedded derivative with the 2013 8.00 % Notes was extinguished. Compound Embedded Derivative with the Loan Agreement with Thermo 74 As a result of the conversion option and the contingent put feature within the Loan Agreement with Thermo as amended and restated in 2013, the Company recorded a compound embedded derivative liability on its consolidated balance sheets with a corresponding debt discount that was netted against the face value of the Loan Agreement. The Company determined the fair value of the compound embedded derivative liability using a Monte Carlo simulation model. During the first quarter of 2020, the compound embedded derivative with the Loan Agreement with Thermo was extinguished. 8. 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 assets and liabilities measured at fair value on a recurring basis (in thousands): Fair Value Measurements at December 31, 2022: (Level 1) (Level 2) (Level 3) Total Balance Liabilities: Compound embedded derivative with the 2019 Facility Agreement $ — $ — $ ( 122 ) $ ( 122 ) Total liabilities measured at fair value $ — $ — $ ( 122 ) $ ( 122 ) Fair Value Measurements at December 31, 2021: (Level 1) (Level 2) (Level 3) Total Balance Assets: Compound embedded derivative with the 2019 Facility Agreement $ — $ — $ 484 $ 484 Total assets measured at fair value $ — $ — $ 484 $ 484 Liabilities: Compound embedded derivative with the 2013 8.00 % Notes $ — $ — $ ( 1,364 ) $ ( 1,364 ) Total liabilities measured at fair value $ — $ — $ ( 1,364 ) $ ( 1,364 ) All of the Company's derivative assets and liabilities are classified as Level 3. The Company marks-to-market these assets and liabilities at each reporting date, or more frequently as deemed necessary, with the changes in fair value recognized in the Company’s consolidated statements of operations. See Note 7: Derivatives for further discussion. 2013 8.00 % Notes 75 The significant quantitative Level 3 inputs utilized in the valuation models are shown in the tables below: December 31, 2021: 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 120 - 139 % 0.5 % $ 0.69 18 % $ 1.16 Fluctuation in the Company’s stock price and stock price volatility were significant drivers of the change in the compound embedded derivative with the 2013 8.00 % Notes. Increases in these inputs resulted in a higher fair value measurement. 2019 Facility Agreement The compound embedded derivative with the 2019 Facility Agreement is valued using a probability weighted discounted cash flow model. The most significant observable input used in the fair value measurement is the discount yield, which was 21 % and 13 % at December 31, 2022 and 2021, respectively. When the discount yield utilized in the valuation is higher than the blended interest rate of the underlying debt, the features embedded in the underlying debt result in a liability for the Company. Conversely, when the discount yield is lower than the blended interest rate of the underlying debt, the features embedded in the underlying debt result in an asset for the Company. The unobservable inputs used in the fair value measurement include the probability of change of control and the estimated timing and amounts of cash flows associated with certain mandatory prepayments within the debt agreement. As the expected timing and amount of prepayments decrease, the fair value of the embedded derivative also decrease. During 2022, the Company's expected probability of refinancing the 2019 Facility Agreement increased and therefore the fair value of the embedded derivative reduced. See Note 6: Long-Term Debt and Other Financing Arrangements for further discussion. Rollforward of Recurring Level 3 Assets and Liabilities The following table presents a rollforward for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands): Year Ended December 31, 2022 2021 Balances at beginning of period $ ( 880 ) $ 163 Derivative adjustment related to debt conversions and extinguishments 1,563 — Unrealized loss, included in derivative (loss) gain ( 805 ) ( 1,043 ) Balances at end of period $ ( 122 ) $ ( 880 ) Fair Value of Debt Instruments and Vendor Financing The Company believes it is not practicable to determine the fair value of the 2019 Facility Agreement without incurring significant additional costs. Unlike typical long-term debt, certain terms for this instrument are not readily available and generally involve a variety of factors, including due diligence by the debt holders. The Company's vendor financing arrangement is recorded at net carrying value, which approximates fair value. As previously disclosed, the remaining principal amount of the 2013 8.00 % Notes was converted into shares of Globalstar common stock during 2022; accordingly, there is no value in the table below as of December 31, 2022. The following table sets forth the carrying value and estimated fair value of the Company's Level 3 financial instruments (in thousands): December 31, 2022 December 31, 2021 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value 2013 8.00 % Notes $ — $ — $ 1,407 $ 1,265 76 Nonrecurring Fair Value Measurements The Company follows the authoritative guidance regarding non-financial assets and liabilities that are remeasured at fair value on a nonrecurring basis. Derivative Liabilities During 2022, the remaining principal balance of the 2013 8.00 % Notes was converted into shares of Globalstar common stock, eliminating the principal balance outstanding. As a result of the conversions, the Company wrote off the proportionate fair value of the compound embedded derivative liability within the 2013 8.00 % Notes based on the value of the derivative on each conversion date. As of each conversion date, the fair value of the compound embedded derivative liability within the 2013 8.00 % Notes was $ 0.8 million. The significant quantitative Level 3 inputs utilized in the valuation models as of the conversion date are shown in the table below: February 17, 2022 Risk-Free Interest Rate Note Conversion Price Discount Rate Market Price of Common Stock Compound embedded derivative with the 2013 8.00 % Notes 0.06 % $ 0.69 18 % $ 1.00 March 9, 2022 Risk-Free Interest Rate Note Conversion Price Discount Rate Market Price of Common Stock Compound embedded derivative with the 2013 8.00 % Notes 0.18 % $ 0.69 19 % $ 1.21 Prepaid and Other Current Assets, Intangible and Other Assets and Long-Lived Assets Prepaid and other current assets, intangible and other assets and long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. During 2022, the Company wrote down the value of certain assets as reflected in the table below (in thousands). Prepaid and other current assets Prepaid licenses and royalties (1) $ 183 Intangible and other assets, net Prepaid licenses and royalties (1) 4,514 Internally developed technology and software (2) 1,271 Spectrum intangible assets (3) 667 Property and equipment, net (2) 159,891 Grand Total $ 166,526 (1) While developing its second-generation Duplex technology that supported the Sat-Fi2® device, the Company signed various licensing and royalty agreements necessary for the manufacture and distribution of such products and services. Prepayments associated with these agreements were classified as either current or non-current based on the estimated portion of expense to be recognized over the next twelve months. As of September 7, 2022, approximately $ 0.2 million and $ 4.5 million, respectively, was recorded in Prepaid and other current assets and Intangible and other assets, net, on the Company's consolidated balance sheets. On September 7, 2022, these prepaid assets were no longer considered recoverable. The Company recorded a reduction in value of long-lived assets on its consolidated statements of operations for the amount shown in the table above during the third quarter of 2022. (2) During 2018 and 2019, the Company placed into service second-generation ground Duplex assets (including associated developed technology and software upgrades) capable of providing commercial traffic to support Sat-Fi2®. 77 Additionally, the Company recorded certain costs in construction in progress for spare software associated with the second-generation Duplex assets. On September 7, 2022, the Company re-assessed its asset grouping for long-lived assets and determined that the second-generation Duplex assets are no longer part of the Company's overall satellite and ground network. These second-generation Duplex assets will no longer provide future cash flows to the Company. Note that our first-generation Duplex assets (i.e. handsets and related ground infrastructure) were not impacted. As of September 7, 2022, approximately $ 1.3 million was recorded in Intangible and other assets, net, and $ 159.9 million was recorded in Property and equipment, net. The Company recorded a reduction in value of long-lived assets on its consolidated statements of operations for this amount during 2022. (3) During 2022, the Company wrote off approximately $ 0.7 million of work in progress associated with its spectrum intangible assets, previously recorded in Intangible and other assets, net, on its consolidated balance sheets. The work in progress was related to efforts to obtain spectrum licensing authority in certain countries around the world; during 2022, the Company determined that it would not continue pursing such authorities in these countries. During 2021, the Company wrote off approximately $ 0.2 million of construction in progress related to unsatisfactory work that did not meet internal testing requirements and could not be used for its intended purpose. The fair value of the assets included internal and external direct costs associated with the construction in progress balance. Series A Preferred Stock As discussed further in Note 6: Long-Term Debt and Other Financing Arrangements, on November 15, 2022, the Company issued 149,425 shares of Series A Preferred Stock. The total fair value of the Series A Preferred Stock on the issuance date was $ 105.3 million, which was determined using a discounted cash flow model and a perpetuity formula for various scenarios. The most significant observable input used in the fair value measurement is the discount yield, which was 32 % on the valuation date. The most significant unobservable inputs used in the fair value measurement include the probability of redemption of the preferred stock by the Company as well as the assumed method of payment (cash or accrual) of dividends. 9. COMMITMENTS AND CONTINGENCIES Service Agreements The Service Agreements set forth the primary terms for the Company to provide services to Partner and incur costs related primarily to new gateways and upgrades at existing gateways as well as satellite construction and launch costs. The Service Agreements have an indefinite term but provide that either party may terminate subject to certain notice requirements and, in some cases, other conditions. The Service Agreements also provide for various commitments with which the Company must comply, including to: • Allocate 85 % of its current and future network capacity to support the Services; • Provide and maintain all resources, including personnel, software, satellite, gateways, satellite spectrum and regulatory rights necessary to provide the Services (the “Required Resources”); • Prioritize the Services and provide Partner with priority access to the Required Resources, including the Company’s licensed satellite spectrum; • Maintain minimum quality and coverage standards and provide continuity of service; • Maintain minimum liquidity of $ 10.0 million; • Allow Partner to recoup advance payments made to Globalstar from future service fees or, to the extent recoupment is not possible, to repay such amounts in cash; and, • Provide the Resource Protections as defined in the Service Agreements. The Service Agreements also require the Company (i) upon commencement of the Services, to refinance all loans outstanding under the 2019 Facility Agreement that are held by affiliates of the Thermo and (ii) to refinance all loans outstanding under the 2019 Facility Agreement that are held by persons other than Thermo by March 13, 2023 (as amended). The required refinancing of the Thermo portion of the 2019 Facility Agreement was complete in November 2022. 78 Partner has the right, but not the obligation, to participate in certain issuances of the Company’s equity securities, in order to maintain its percentage interest in the Company (determined on a fully diluted basis, assuming exercise of all the Warrants). Refer to Note 1: Summary of Significant Accounting Policies, Note 2: Revenue, Note 3: Leases, Note 4: Property and Equipment, Note 6: Long-Term Debt and Other Financing Arrangements and Note 15: Stock Compensation for further discussion. Satellite Procurement Agreement In February 2022, the Company entered into a satellite procurement agreement with MDA pursuant to which Globalstar will acquire 17 satellites that will replenish Globalstar's existing constellation of satellites and ensure long-term continuity of its mobile satellite services. Globalstar is acquiring the satellites to provide continuous satellite services to Partner under the Service Agreements, as well as services to Globalstar’s current and future customers. Globalstar maintains the option to acquire additional satellites under the contract. Globalstar plans to contract separately for launch services and launch insurance for the new satellites. The initial contract price for 17 satellites is $ 327.0 million; Globalstar has the option to purchase additional satellites at a lower per unit cost, subject to certain conditions. The satellites are expected to be launched in 2025. In addition, MDA will procure a satellite operations control center for $ 4.9 million. Under the Service Agreements, subject to certain terms and conditions, Partner has agreed to make service payments equal to 95 % of the approved capital expenditures under the satellite procurement agreement (to be paid on a straight-line basis over the useful life of the satellites) and certain other costs incurred for the new satellites, as adjusted based on certain provisions, beginning with the Phase 2 Service Period. Refer to Note 6: Long-Term Debt and Other Financing Arrangements for further discussion of the vendor financing arrangement with MDA. Network Obligations The Company has purchase commitments with certain vendors related to the procurement, deployment and maintenance of the Company's network (beyond the satellite procurement agreement with MDA discussed above). As of December 31, 2022, the Company's remaining purchase obligations under these noncancelable commitments are approximately $ 4.1 million; the timing of payments is driven by work performed under the contracts over the remaining contract periods, which is expected to be complete during 2023. Inventory Purchase Commitments The Company has inventory purchase commitments with its third party product manufacturers in the normal course of business. These commitments are generally noncancelable and the order quantities are based on sales forecasts. The Company estimates that its open inventory purchase commitments as of December 31, 2022 were approximately $ 14.0 million. Credit Card Processor Reserve The Company is required to maintain a reserve of $ 5.0 million with its credit card processor to address any liability arising from potential charge-backs. The balance at December 31, 2022 was $ 5.0 million and is recorded in prepaid expenses and other current assets on the Company's consolidated balance sheet as the required reserve is held with the credit card processor. 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, which could be expected to have a material adverse effect on the Company's financial condition, results of operations or liquidity. 79 10. ACCRUED EXPENSES AND OTHER NON-CURRENT LIABILITIES Accrued expenses consist of the following (in thousands): December 31, 2022 2021 Accrued compensation and benefits $ 4,497 $ 4,687 Accrued satellite and ground costs 36,500 6,195 Accrued property and other taxes 3,293 4,053 Accrued customer liabilities and deposits 5,233 5,354 Accrued professional and other service provider fees 1,190 2,094 Accrued commissions 470 601 Accrued telecommunications expenses 657 705 Accrued inventory 874 1,474 Short-term lease liability 2,747 2,501 Accrued interest 1,291 33 Other accrued expenses 1,694 1,250 Total accrued expenses $ 58,446 $ 28,947 Accrued satellite and ground costs in the table above includes $ 36.1 million of milestone work partially incurred, but not yet accepted, under the Company's satellite agreement with MDA. Accrued compensation and benefits include primarily accrued vacation, payroll, benefits and taxes. Other accrued expenses include primarily vendor services, warranty reserve and occupancy costs. The following is a summary of the activity in the warranty reserve account, which is included in other accrued expenses above (in thousands): Year Ended December 31, 2022 2021 2020 Balance at beginning of period $ 162 $ 212 $ 186 Provision 93 361 543 Utilization ( 151 ) ( 411 ) ( 517 ) Balance at end of period $ 104 $ 162 $ 212 Other non-current liabilities consist of the following (in thousands): December 31, 2022 2021 Employee benefit obligations (Note 12) $ — $ 3,289 Asset retirement obligations (Note 1) 2,953 2,461 Compound embedded derivative with the 2013 8.00 % Notes (Note 7 and Note 8) — 1,364 Compound embedded derivative with the 2019 Facility Agreement (Note 7 and Note 8) 122 — Deferred tax liability (Note 13) 322 296 Foreign tax contingencies 530 474 Other 68 3 Total other non-current liabilities $ 3,995 $ 7,887 Foreign tax contingencies reflect primarily amounts owed by the Company's Brazilian subsidiary pursuant to refinancing programs in country. 80 11. RELATED PARTY TRANSACTIONS 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. Payables to Thermo and other affiliates related to normal purchase transactions were $ 0.3 million and $ 0.4 million as of December 31, 2022 and 2021, respectively. 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 that 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 Company has a lease agreement with Thermo Covington, LLC for the Company's headquarters office. Annual lease payments started at $ 1.4 million per year, increasing at a rate of 2.5 % per year, for a lease term of ten years . During each of the twelve months ended December 31, 2022 and 2021, the Company incurred lease expense of $ 1.6 million, respectively, associated with this lease agreement. In November 2019, the Company entered into the 2019 Facility Agreement. Thermo's participation in the 2019 Facility Agreement was $ 95.1 million. This principal balance earned paid-in-kind interest at a rate of 13 % per annum. To fulfill its obligations under the Service Agreements, in November 2022, the Company entered into an exchange agreement with affiliates of Thermo and certain other Exchanging Lenders providing for the exchange of all the outstanding principal amount of, and accrued and unpaid interest on, the Exchanging Lenders’ loans under the 2019 Facility Agreement for shares of the Company's Series A Preferred Stock. The terms of the exchange agreement were reviewed and approved by the Company's Board of Directors and Audit Committee. Prior to the exchange, interest accrued since inception with respect to Thermo's portion of the debt outstanding on the 2019 Facility Agreement was approximately $ 44.6 million, of which $ 14.9 million was accrued during the twelve months ended December 31, 2022. Also in connection with the Service Agreements, Partner and Thermo entered into a lock-up and right of first offer agreement that generally (i) requires Thermo to offer any shares of Globalstar common stock to Partner before transferring them to any other Person other than affiliates of Thermo and (ii) prohibits Thermo from transferring shares of Globalstar common stock if such transfer would cause Thermo to hold less than 51.00 % of the outstanding common stock of the Company for a period of five years from the Service Launch in November 2022. Amounts payable by the Company in connection with the 2023 Prepayment with Partner will be guaranteed by Thermo, subject to applicable shareholder approval. Prior to such shareholder approval, Thermo has agreed to provide support of certain of the Company’s obligations under the Service Agreements, the Satellite Procurement Agreement, and certain related contracts directly to the Partner. The Company has a Strategic Review Committee that is required to remain in existence for as long as Thermo 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 . See Note 6: Long-Term Debt and Other Financing Arrangements for further discussion of the Company's debt and financing transactions with Thermo. 12. PENSIONS AND OTHER EMPLOYEE BENEFITS Defined Benefit Plan In August 2022, the Company terminated its defined benefit pension plan, which had been frozen since 2003. As such, there are no remaining pension plan obligations as of December 31, 2022. The total settlement of $ 7.7 million was paid out through assets held in the Globalstar Plan and cash on hand, totaling $ 5.0 million and $ 2.7 million, respectively. 81 Defined Benefit Pension Obligation and Funded Status The Company's funding policy was to fund its defined benefit pension plan in accordance with the Internal Revenue Code and regulations. Below is a reconciliation of projected benefit obligation, plan assets and the funded status of the Company’s defined benefit plan (in thousands): Year Ended December 31, 2022 2021 Change in projected benefit obligation: Projected benefit obligation, beginning of year $ 9,051 $ 9,179 Service cost 117 174 Interest cost 168 225 Actuarial (gain) loss ( 1,340 ) ( 45 ) Settlement ( 7,663 ) — Benefits paid ( 333 ) ( 482 ) Projected benefit obligation, end of year $ — $ 9,051 Change in fair value of plan assets: Fair value of plan assets, beginning of year $ 5,762 $ 5,529 Return on plan assets ( 643 ) 485 Employer contributions 2,877 230 Settlement ( 7,663 ) — Benefits paid ( 333 ) ( 482 ) Fair value of plan assets, end of year $ — $ 5,762 Funded status, end of year-net liability $ — $ ( 3,289 ) Net Benefit Cost and Amounts Recognized Components of the net periodic benefit cost of the Company’s defined benefit pension plan were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Net periodic benefit cost: Service cost $ 117 $ 174 $ 176 Interest cost 168 225 521 Expected return on plan assets ( 216 ) ( 309 ) ( 793 ) Amortization of unrecognized net actuarial loss 91 189 300 Settlement 1,501 — 2,075 Total net periodic benefit cost $ 1,661 $ 279 $ 2,279 In December 2020, the Company settled a portion of the pension liability. In August 2022, the remaining obligations were fully settled. In accordance with ASC 715 Compensation — Retirement Benefits , the Company recognized losses totaling $ 1.5 million and $ 2.1 million, respectively. These losses are included in other (expense) income in its consolidated statement of operations during the periods associated with these settlements. The losses represent the pro rata portion of actuarial losses that were previously deferred in other comprehensive income. Components of net periodic benefit cost other than the service cost component are recorded in other (expense) income in the consolidated statement of operations. Amounts recognized in the consolidated balance sheet were as follows (in thousands): 82 December 31, 2022 2021 Amounts recognized: Funded status recognized in other non-current liabilities $ — $ ( 3,289 ) Net actuarial loss recognized in accumulated other comprehensive loss — 2,073 Net amount recognized in retained deficit $ — $ ( 1,216 ) Assumptions The weighted-average assumptions used to determine the benefit obligation and net periodic benefit cost were as follows: Year Ended December 31, 2022 2021 2020 Benefit obligation assumptions: Discount rate N/A 2.84 % 2.50 % Rate of compensation increase N/A N/A N/A Net periodic benefit cost assumptions: Discount rate 2.84 % 2.50 % 3.28 % Expected rate of return on plan assets 5.75 % 5.75 % 6.50 % Rate of compensation increase N/A N/A N/A The assumptions, investment policies and strategies for the Globalstar Plan were determined by the Globalstar Plan Committee. The Globalstar Plan Committee was responsible for ensuring the investments of the plans were managed in a prudent and effective manner. Amounts related to the pension plan were derived from actuarial and other assumptions, including discount rates, mortality, expected rate of return, participant data and termination. The Company reviewed assumptions on an annual basis and made adjustments as considered necessary. The expected rate of return on pension plan assets was selected by taking into account the expected duration of the projected benefit obligation for the plan, the asset mix of the plan and the fact that the plan assets were actively managed to mitigate risk. Discount rates were determined annually based on the Plan administrator’s yield curve index, which considered expected benefit payments and was discounted with rates from the yield curve to determine a single equivalent discount rate. Plan Assets and Investment Policies and Strategies The plan assets were invested in various mutual funds which had quoted prices. The plan had a target allocation. On a weighted-average basis, target allocations for equity securities ranged from 50 % to 60 %, for debt securities 25 % to 50 % and for other investments 0 % to 15 %. The defined benefit pension plan asset allocations as of the measurement date presented as a percentage of total plan assets were as follows: December 31, 2022 2021 Equity securities N/A 55 % Debt securities N/A 45 Total N/A 100 % 83 The fair values of the Company’s pension plan assets by asset category were as follows (in thousands): December 31, 2021 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) United States equity securities $ 2,542 $ — $ 2,542 $ — International equity securities 631 — 631 — Fixed income securities 1,693 — 1,693 — Other 896 — 896 — Total $ 5,762 $ — $ 5,762 $ — Accumulated Benefit Obligation The accumulated benefit obligation of the defined benefit pension plan was zero and $ 9.1 million at December 31, 2022 and 2021, respectively. Benefits Payments and Contributions For 2022 and 2021, the Company contributed $ 2.9 million and $ 0.2 million, respectively, to its defined benefit pension plan. 401(k) Plan The Company has a defined contribution employee savings plan, or “401(k),” which provides that the Company may match the contributions of participating employees up to a designated level. Under this plan, the matching contributions were approximately $ 0.5 million for 2022 and $ 0.6 million for each of 2021 and 2020. 13. TAXES The components of income tax (benefit) expense were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Current: Federal tax $ — $ — $ — State tax 82 153 54 Foreign tax ( 9 ) 7 248 Total 73 160 302 Deferred: Federal and state tax — ( 459 ) 360 Foreign tax — — — Total — ( 459 ) 360 Income tax (benefit) expense $ 73 $ ( 299 ) $ 662 U.S. and foreign components of loss before income taxes are presented below (in thousands): Year Ended December 31, 2022 2021 2020 U.S. loss $ ( 232,148 ) $ ( 79,452 ) $ ( 82,740 ) Foreign loss ( 24,694 ) ( 33,472 ) ( 26,237 ) Total loss before income taxes $ ( 256,842 ) $ ( 112,924 ) $ ( 108,977 ) As of December 31, 2022 and 2021, the Company had cumulative U.S., state and foreign net operating loss ("NOL") carryforwards for income tax reporting purposes of approximately $ 2.0 billion and $ 1.8 billion, respectively. The vast majority 84 of these NOL carryforwards were generated prior to 2018 and expire through 2042 (with less than 1 % expiring prior to 2026) and the remaining NOL carryforwards do not expire. The components of net deferred income tax assets (liabilities) were as follows (in thousands): December 31, 2022 2021 Federal and foreign NOL and credit carryforwards $ 479,884 $ 498,882 Property and equipment and other long-term assets ( 77,925 ) ( 114,722 ) Deferred Revenue 25,774 — Reserves and disallowed interest 8,919 10,195 Deferred tax assets before valuation allowance 436,652 394,355 Valuation allowance ( 436,948 ) ( 394,651 ) Net deferred income tax liability $ ( 296 ) $ ( 296 ) The deferred revenue tax asset in the table above is related to a portion of the prepayments made by Partner under the Service Agreements, which were recorded as deferred revenue on the Company’s balance sheet as of December 31, 2022 (see Note 2: Revenue to our Consolidated Financial Statements for further discussion). The change in the valuation allowance during 2022 of $ 42.3 million was due to a net decrease in property and equipment and other long-term assets driven primarily by an impairment of these assets (refer to Note 8: Fair Value Measurements for further information), offset partially by depreciation due to the difference between tax and book depreciable lives. Due to the limitation on utilization of state NOLs, the Company recorded deferred tax liabilities of $ 0.3 million as of both December 31, 2022 and 2021. The actual provision for income taxes differs from the statutory U.S. federal income tax rate as follows (in thousands): Year Ended December 31, 2022 2021 2020 Provision at U.S. statutory rate of 21% $ ( 53,951 ) $ ( 23,714 ) $ ( 22,885 ) State income taxes, net of federal benefit ( 4,065 ) ( 867 ) ( 1,386 ) Change in valuation allowance (excluding impact of foreign exchange rates) 43,500 15,991 61,540 Effect of foreign income tax at various rates ( 133 ) 176 ( 53 ) Permanent differences 8,229 4,993 5,809 Net change in permanent items due to provision to tax return 1,855 ( 569 ) 1,914 Adjustment to reserved deferred assets 4,607 1,969 ( 48,485 ) Adjustment to state deferred rate 136 775 4,200 Other ( 105 ) 947 8 Total $ 73 $ ( 299 ) $ 662 Tax Audits The Company operates in various U.S. and foreign tax jurisdictions. The process of determining its anticipated tax liabilities involves many calculations and estimates which are inherently complex. The Company believes that it has complied in all material respects with its obligations to pay taxes in these jurisdictions. However, its position is subject to review and possible challenge by the taxing authorities of these jurisdictions. If the applicable taxing authorities were to challenge successfully its current tax positions, or if there were changes in the manner in which the Company conducts its activities, the Company could become subject to material unanticipated tax liabilities. It may also become subject to additional tax liabilities as a result of changes in tax laws, which could in certain circumstances have a retroactive effect. In July 2018, the Company's Canadian subsidiary was notified that its income tax returns for the years ended October 31, 2015 through 2018 had been selected for audit. The Company has provided all requested information to the Canada Revenue Agency ("CRA") and is working with the CRA to complete the audit. The CRA has completed its audit for the year ended October 31, 2016 and assessed the Company for an additional tax liability, which the Company is appealing. The Company's 85 NOL in Canada would largely offset this tax liability to the extent that the Company is unsuccessful in its appeal. The years ended October 31, 2017 and 2018 remain under examination. Except for the audit noted above, neither the Company nor any of its subsidiaries is currently under audit by the IRS or by any state income tax jurisdiction in the United States. The Company's corporate U.S. tax returns for 2019 and subsequent years remain subject to examination by tax authorities. State income tax returns are generally subject to examination for a period of three to five years after filing of the respective return. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. In the Company's international tax jurisdictions, numerous tax years remain subject to examination by tax authorities, including tax returns for 2014 and subsequent years in most of the Company's international tax jurisdictions. There are no unrecognized tax benefits as of December 31, 2022 and 2021. Other As of December 31, 2022, the Company had not provided foreign withholding taxes on approximately $ 3.2 million of undistributed earnings from certain foreign subsidiaries indefinitely invested outside the U.S. In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income ("GILTI") provisions of the Tax Act. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The Company elected to account for GILTI tax in the period in which it is incurred and therefore has not provided any deferred tax impacts of GILTI in its consolidated financial statements for the years ended December 31, 2022 and 2021. As of December 31, 2022 and 2021, the Company recorded a value added tax ("VAT") recoverable, of which the short term portion is included in prepaid and other current assets on its consolidated balance sheet totaling $ 1.7 million and $ 5.6 million, respectively, and the long-term portion is included in intangible and other assets, net, on its consolidated balance sheet totaling $ 3.1 million and $ 0.3 million, respectively. This VAT recoverable is related primarily to certain payments for the purchase and importation of gateway equipment in various international jurisdictions in connection with the Company's network upgrade work. In December 2022, the Company received a refund check totaling $ 1.8 million as a result of its eligibility for the employee retention credit under the provisions of the Coronavirus Aid, Relief and Economic Security Act for the first quarter of 2021. The Company evaluated this refund as well as its eligibility for future refunds under ASC 450 and accounts for the gain in the period in which the payment was received. Consistent with the classification of the employment taxes on qualified wages for which this credit relates, the refund was recorded as a reduction to operating expenses during the fourth quarter of 2022 on its consolidated statements of operations. 14. LOSS PER SHARE The following table sets forth the calculation of basic and diluted loss per share and reconciles basic weighted average shares to diluted weighted average shares of common stock outstanding for the periods indicated (in thousands): Year ended December 31, 2022 2021 2020 Net loss $ ( 256,915 ) $ ( 112,625 ) $ ( 109,639 ) Effect of Series A Preferred Stock dividends ( 1,337 ) — — Adjusted net loss attributable to common shareholders $ ( 258,252 ) $ ( 112,625 ) $ ( 109,639 ) Weighted average common shares outstanding 1,800,825 1,765,139 1,642,359 Net loss per common share: Basic $ ( 0.14 ) $ ( 0.06 ) $ ( 0.07 ) Diluted $ ( 0.14 ) $ ( 0.06 ) $ ( 0.07 ) 86 For the years ended December 31, 2022, 2021 and 2020, 7.7 million shares, 10.1 million shares and 4.2 million shares, respectively, of potential common stock were excluded from diluted shares outstanding because the effects of potentially dilutive securities would be anti-dilutive. Included in the potential common stock excluded from diluted shares outstanding as of December 31, 2022 are a portion of the 49.1 million Warrants issued to Partner under the Service Agreements, which was determined after considering the exercise price of each Warrant tranch relative to the average market price during the period and weighting for the period outstanding during 2022 (see Note 15: Stock Compensation for further discussion). As discussed in Note 6: Long-Term Debt and Other Financing Arrangements, the Company's Board of Directors approved the payment of dividends totaling $ 1.3 million for the period November 15, 2022 through December 31, 2022 on its Series A Preferred Stock. This amount adjusts the numerator used to calculate loss per share. 15. STOCK COMPENSATION Share-Based Payment Arrangements with Employees The Company’s Equity Incentive Plan (“Equity Plan”) provides long-term incentives to the Company’s key employees, including officers, directors, consultants and advisers (“Eligible Participants”), and is designed to align stockholder and employee interests. Under the Equity Plan, the Company may grant incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock units, and other stock based awards or any combination thereof to Eligible Participants. The Compensation Committee of the Company’s Board of Directors establishes the terms and conditions of any awards granted under the plans. At the time of grant, the Company takes into consideration the timing of the stock based award and evaluates for conditions that could result in the award to be considered spring loaded. As of December 31, 2022 and 2021, the number of shares of common stock that was authorized and remained available for issuance under the Equity Plan was 9.8 million and 21.4 million, respectively. Stock Options The Company has granted incentive stock options under the Equity Plan. These options have various vesting terms, but generally vest in equal installments over three years and expire in ten years . Non-vested options are generally forfeited upon termination of employment. The Company recognizes compensation expense for stock option grants over the employee's requisite service period, which is generally based on the vesting period and the fair value at the date of grant using the Black-Scholes option pricing model. The Company uses historical data, among other factors, to estimate the expected stock price volatility, the expected option life and the expected forfeiture rate. The market price of the Company's common stock has been volatile at times. The Company makes judgmental adjustments to projected volatility during the expected term of the options, considering, among other things, historical volatility of the share prices of its peer group and expectations with regard to business conditions that may impact stock price fluctuations or stability. The Company estimates the expected term considering factors such as historical exercise patterns and the recipients of the options granted. The risk-free rate is based on the United States Treasury Department yield curve in effect at the time of grant for the expected life of the option. The Company assumes an expected dividend yield of zero for all periods. The table below summarizes the assumptions for the indicated periods: Year Ended December 31, 2022 2021 2020 Risk-free interest rate 1.4 % 0.4 % 1.7 % Expected term of options (years) 5 5 5 Volatility 100 % 62 % 72 % Weighted average grant-date fair value per share $ 0.86 $ 0.17 $ 0.32 87 The following table represents the Company’s stock option activity for the year ended December 31, 2022: Shares Weighted Average Exercise Price Outstanding at January 1, 2022 7,924,268 $ 1.30 Granted 700,000 1.16 Exercised ( 371,249 ) 0.61 Forfeited or expired ( 153,134 ) 2.29 Outstanding at December 31, 2022 8,099,885 1.29 Exercisable at December 31, 2022 6,562,378 $ 1.38 The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option. For the years ended December 31, 2022 and 2021, the total intrinsic value of all stock options exercised was $ 0.4 million and $ 0.7 million, respectively. There were no options exercised during 2020. The aggregate intrinsic value of all outstanding stock options at December 31, 2022 was $ 2.9 million with a remaining contractual life of 5.5 years. The aggregate intrinsic value of all vested stock options that were exercisable at December 31, 2022 was $ 2.2 million based on a per grant calculation with a remaining contractual life of 4.9 years. Net cash proceeds during the year ended December 31, 2022 from the exercise of stock options was $ 0.2 million. For each of the years ended December 31, 2022, 2021 and 2020, the Company recognized $ 0.3 million of compensation expense related to stock options. As of December 31, 2022, unrecognized compensation expense related to non-vested stock options outstanding was approximately $ 0.4 million to be recognized over a weighted-average period of 1.9 years. The Company adjusts its estimates of expected forfeitures of equity awards based upon its review of recent forfeiture activity and expected future employee turnover. The Company considers the impact of both pre-vesting forfeitures and post-vesting cancellations for purposes of evaluating forfeiture estimates. The effect of adjusting the forfeiture rate is recognized in the period in which the forfeiture estimate is changed. Restricted Stock Shares of restricted stock generally vest immediately, one year from the grant date, in equal annual installments over three years or based on performance criteria. Non-vested shares are generally forfeited upon the termination of employment. Holders of restricted stock awards are entitled to all rights of a stockholder of the Company with respect to the restricted stock, including the right to vote the shares and receive any dividends or other distributions. Compensation expense associated with restricted stock is measured based on the grant date fair value of the common stock and is recognized on a straight line basis over the vesting period. The table below summarizes the weighted average grant date fair value of restricted stock for the indicated periods: Year Ended December 31, 2022 2021 2020 Weighted average grant date fair value $ 1.73 $ 1.23 $ 0.36 The following is a rollforward of the activity in restricted stock for the year ended December 31, 2022: Shares Weighted Average Grant Date Fair Value Nonvested at January 1, 2022 10,697,527 $ 1.01 Granted 8,231,875 1.73 Vested ( 8,848,009 ) 1.16 Forfeited ( 127,527 ) 1.09 Nonvested at December 31, 2022 9,953,866 88 Included in the non-vested balance at December 31, 2022 are approximately 3.9 million performance-based restricted stock awards that will vest upon the achievement of certain milestones. For the years ended December 31, 2022, 2021 and 2020, the Company recognized $ 10.4 million, $ 5.6 million and $ 4.5 million, respectively, of compensation expense related to restricted stock. The increase in compensation expense during 2022 was driven by performance grants to certain employees associated with their efforts under the Service Agreements. The total fair value, as calculated on the day of vesting, of restricted stock awards that vested during 2022, 2021 and 2020 was $ 14.6 million, $ 8.6 million, and $ 3.3 million, respectively. As of December 31, 2022, unrecognized compensation expense related to unvested restricted stock outstanding was approximately $ 11.7 million to be recognized over a weighted-average period of 2.0 years. Key Employee Bonus Plan The Company has an annual bonus plan designed to reward designated key employees' efforts to exceed the Company's financial performance goals for the designated calendar year ("Plan Year"). The bonus pool available for distribution is determined based on the Company's adjusted EBITDA performance during the Plan Year. The bonus may be paid in cash or the Company's common stock, subject to certain approvals. For the 2022 Plan Year, the Company's adjusted EBITDA performance was within the bonus payout threshold according to the plan document. As of December 31, 2022, $ 1.0 million was accrued on the Company's consolidated balance sheet related to this bonus payment, which is expected to be made in the form of common stock during the first quarter of 2023. Employee Stock Purchase Plan The Company has an Employee Stock Purchase Plan (the “Plan”) which provides eligible employees of the Company with an opportunity to acquire shares of its common stock at a discount. The maximum aggregate number of shares of common stock that may be purchased through the Plan was 20.0 million shares as of December 31, 2022; this total includes an increase approved by the Company's Board of Directors in February 2022 totaling 6.0 million shares. The number of shares that may be purchased through the Plan will be subject to proportionate adjustments to reflect stock splits, stock dividends, or other changes in the Company’s capital stock. The Plan permits eligible employees to purchase shares of common stock during two semi-annual offering periods beginning on June 15 and December 15 (the “Offering Periods”). Eligible employees may purchase shares of up to 15 % of their total compensation per pay period, but may purchase in any calendar year no more than the lesser of $ 25,000 in fair market value of common stock or 500,000 shares of common stock, as measured as of the first day of each applicable Offering Period. The price an employee pays is 85 % of the fair market value of common stock. Fair market value is equal to the lesser of the closing price of a share of common stock on either the first day or the last day of the Offering Period. For 2022 and 2021, the Company received $ 0.7 million and $ 0.6 million, respectively, in proceeds related to shares issued under the Plan. For each of the years ended December 31, 2022, 2021 and 2020, the Company recorded compensation expense of approximately $ 0.4 million, which is reflected in marketing, general and administrative expenses. Additionally, the Company has issued approximately 12.7 million shares through December 31, 2022 related to the Plan. The fair value of the employees’ stock purchase rights granted under the ESPP was estimated using the Black-Scholes option pricing model with the following assumptions for the following years: Year Ended December 31, 2022 2021 Risk-free interest rate 1.2 % 0.1 % Expected term (months) 6 6 Volatility 100 % 110 % Weighted average grant-date fair value per share $ 0.58 $ 0.23 Share-Based Payment Arrangements with Customers The Company may issue noncash consideration to customers. The only share-based payment arrangement currently outstanding is the warrants under the Service Agreements (the "Warrants") to purchase up to 2.64 % of the Company’s outstanding common stock. The Warrants are subdivided into two tranches. Each tranche represents one half of the total 89 number of Warrants issued, with the primary difference between the tranches being the exercise price (and therefore the grant dates). The Company evaluated the issuance of the Warrants under ASC 606 and ASC 718 and determined that the Warrants are not a payment for a distinct good or service and, accordingly, are accounted for as a reduction to the transaction price under ASC 606. The classification and measurement of the consideration paid to Partner was evaluated under ASC 718. The Company determined that the Warrants contained a performance condition upon issuance, which was contingent upon commencement of service under the Service Agreements. As Service Launch was November 15, 2022, the performance condition was met and the Warrants vested. On November 15, 2022, the Company recorded the total fair value of the Warrants totaling $ 48.3 million in accumulated paid-in-capital on its consolidated balance sheet with a corresponding offset to a contract asset, which was netted against the deferred revenue balance associated with Partner. As of December 31, 2022, no warrants have been exercised by Partner. The fair value of the Warrants issued to Partner was estimated using the Black-Scholes option pricing model with the following assumptions on the valuation date of November 15, 2022. Tranche 1 Tranche 2 Number of Warrants (in millions) 24.6 24.6 Grant date 2/24/2020 5/28/2021 Exercise price $ 0.43 $ 1.60 Expected term (years) 17.73 16.47 Risk-free interest rate 1.63 % 1.92 % Volatility 97.29 % 97.29 % Black-Scholes fair value per share $ 0.42 $ 1.54 Total fair value $ 10,429,763 $ 37,907,181 The expected term of the Warrants is consistent with the expected term of the Company's performance obligations under the Service Agreements measured as the period beginning with Phase 1 service launch through the design life of the satellites that will support Phase 2 service. The Company allocated the fair value of the Warrants amongst the stand alone selling price for each phase of service under the Service Agreements and records a reduction to revenue over the estimated term of the Service Agreements. 16. ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss includes all changes in equity during a period from non-owner sources. The change in accumulated other comprehensive loss for all periods presented resulted from foreign currency translation adjustments and minimum pension liability adjustments. The components of accumulated other comprehensive loss were as follows (in thousands): December 31, 2022 2021 Accumulated minimum pension liability adjustment $ — $ ( 2,073 ) Accumulated net foreign currency translation adjustment 9,242 3,963 Total accumulated other comprehensive income $ 9,242 $ 1,890 During 2022, the Company settled the remaining obligations under the pension plan; accordingly, no amounts are reflected in the table above. See further discussion in Note 12: Pensions and Other Employee Benefits. No amounts were reclassified out of accumulated other comprehensive loss for the periods shown above. 90 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable.