Globalstar, Inc. 10-Q

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Certain statements contained in or incorporated by reference into this Quarterly Report on Form 10-Q (this "Report") other than purely historical information, including, but not limited to, estimates, projections, statements relating to our business plans, objectives and expected operating results, our anticipated financial resources, our expectations about the future operational performance of our satellites (including their projected operational lives), the expected growth prospects of our existing customers and the markets that we serve, and the assumptions upon which those statements are based, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. We caution readers that forward-looking statements are not guarantees of future performance and actual results may differ materially from those anticipated, expected, projected or assumed in the forward-looking statements. Important factors that may cause our actual results to differ materially from those anticipated in forward-looking statements, include, but are not limited to, our ability to identify and realize opportunities and to generate the expected revenues and other benefits of the XCOM License Agreement, our ability to integrate the licensed technology into our current line of business, the ability of Dr. Jacobs and other new employees to drive innovation and growth, our ability to develop and expand our business (including our ability to monetize our spectrum rights), our anticipated capital spending, our ability to manage costs, our ability to exploit and respond to technological innovation, the effects of laws and regulations (including tax laws and regulations) and legal and regulatory changes (including regulation related to the use of our spectrum), the opportunities for strategic business combinations and the effects of consolidation in our industry on us and our competitors, our future revenues, availability of financial resources, the operational performance of our satellites, our revenue and profitability, our ability to meet our obligations and attain the attempted benefits under the Updated Services Agreements, commercial acceptance of new products, problems relating to the ground-based facilities operated by us or by independent gateway operators, the possibility that we might change our operating plans or corporate strategies, worldwide economic, geopolitical and business conditions and risks associated with doing business on a global basis, business interruptions due to natural disasters, unexpected events or public health crises, including viral pandemics such as the COVID-19 coronavirus, and other factors described in more detail in Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission (the "SEC") on February 29, 2024 (the "2023 Annual Report"). We undertake no obligation to update any of our forward-looking statements after the date of this Report to reflect actual results, future events or circumstances or changes in our assumptions, business plans or other changes. New risk factors emerge from time to time, and it is not possible for us to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to 15 differ materially from those contained in any forward-looking statements. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. This "Management's Discussion and Analysis of Financial Condition" should be read in conjunction with the "Management's Discussion and Analysis of Financial Condition" and information included in our 2023 Annual Report. Overview Mobile Satellite Services Business Globalstar, Inc. ("we", "us" or the "Company") provides Mobile Satellite Services (“MSS”) including voice and data communications services as well as wholesale capacity services through its global satellite network. We offer these services over our network of in-orbit satellites and ground stations (“gateways”), pursuant to our spectrum licenses, which we refer to collectively as the Globalstar System. Globalstar System Our constellation of Low Earth Orbit ("LEO") satellites was designed to maximize the probability that at least one satellite is visible from any point on the Earth's surface between the latitudes 70° north and 70° south. Our goal is to provide service levels and call or message success rates equal to or better than our MSS competitors so our products and services are attractive to potential customers. Our ground network includes our ground equipment, which uses technology permitting communication to multiple satellites. Our system architecture provides full frequency re-use. This maximizes satellite diversity (which maximizes quality) and network capacity as we can reuse the assigned spectrum in every satellite beam in every satellite. In 2022, we entered into a satellite procurement agreement with Macdonald, Dettwiler and Associates Corporation ("MDA") pursuant to which we expect to acquire at least 17 and up to 26 satellites. In August 2024, the Federal Communications Commission (the "FCC") issued an order granting our application to replenish our HIBLEO-4 U.S.-licensed system with up to 26 satellites and operate them under an additional fifteen-year license term to provide long-term continuity of our MSS. The technical specifications and design of these replacement satellites are similar to our current satellites. The satellite procurement agreement requires delivery of the first 17 new satellites by 2025. In 2023, we entered into a Launch Services Agreement with Space Exploration Technologies Corp. (“SpaceX”) and certain related ancillary agreements (the “Launch Services Agreements”), providing for the launch of the first set of new satellites during 2025. Under the Service Agreements, subject to certain terms and conditions, we expect to receive payments equal to 95% of the approved capital expenditures under the satellite procurement agreement and Launch Services Agreements (to be paid on a straight-line basis over the design life of the satellites) beginning with the commencement of the Phase 2 Service Period (the "Approved Capital Expenditure Payments"). Spectrum and Regulatory Structure We benefit from a worldwide allocation of radio frequency spectrum in the international radio frequency tables administered by the International Telecommunications Union ("ITU"). Access to this globally harmonized spectrum enables us to design satellites, networks and terrestrial infrastructure enhancements more cost effectively because the products and services can be deployed and sold worldwide. In addition, this broad spectrum allocation enhances our ability to capitalize on existing and emerging wireless and broadband applications. Business Strategy Our competitive advantages are leveraged through our ability to successfully deliver wholesale satellite capacity, communications products and services, and terrestrial spectrum and network solutions. Wholesale Satellite Capacity Wholesale satellite capacity services include satellite network access and related services using the Globalstar System. For instance, we provide certain services to Customer’s end users pursuant to the Service Agreements. The Service Agreements generally require us to allocate network capacity to support the Services and also for Customer to enable Band 53/n53 for use in cellular-enabled devices designated by Customer for use with the Services. As consideration for the Services provided by us, payments to us include a fixed service fee, payments relating to certain service-related operating expenses and capital expenditures, additional fees related to expanded services, and potential bonus payments subject to satisfaction of certain licensing, service and related criteria. 16 On October 29, 2024, we entered into the Updated Services Agreements with Customer to deliver expanded services over a new MSS network, including a new satellite constellation, expanded ground infrastructure, and increased global MSS licensing (the "Expanded MSS Network"). As consideration for the additional services, payments to us will include incremental service fees tied to the cost of the Extended MSS Network, fees for providing additional related services, fees tied to expenses incurred for the provision of such services, and performance bonuses. For additional information about the Updated Services Agreements, see Note 8: Subsequent Events to our condensed consolidated financial statements. For the nine months ended September 30, 2024 and 2023, our Customer under the Service Agreements was responsible for 57% and 49%, respectively, of our total revenue; except for this customer, no other customer was responsible for more than 10% of our revenue. Communications Products and Services We provide wireless communications services across the globe in order to meet our customers' increasing desire for connectivity. In addition to supporting Internet of Things ("IoT") data transmissions in a variety of applications, we provide reliable connectivity in areas not served or underserved by terrestrial wireless and wireline networks and in circumstances where terrestrial networks are not operational due to natural or man-made disasters. We currently provide the following communications products and services to our subscribers: • voice communication and data transmissions ("Duplex"); • communication and data transmissions using our SPOT family of mobile devices that transmit messages and the location of the device ("SPOT"); and • data transmissions using a mobile or fixed device that transmits the location of the devices and other information to a central monitoring station, including our commercial IoT products ("Commercial IoT"). As of September 30, 2024, we had approximately 778,000 subscribers worldwide. For our subscriber driven revenue, the specialized needs of our global customers span many industries. The number of Commercial IoT devices on our network has increased 7% over the last twelve months. Satellite IoT connectivity has become more critical to a growing number of sectors and use cases, and we plan to continue to evolve and develop our IoT products and services. We compete aggressively on price and strive for differentiation in the solutions that we offer to our customers. As technological advancements are made, we continue to explore opportunities to develop new products and provide new services over the Globalstar System to meet the needs of our existing and prospective customers. Terrestrial Spectrum and Network Solutions We are authorized to provide terrestrial broadband services over 11.5 MHz of our licensed MSS spectrum at 2483.5 to 2495 MHz throughout the United States of America and its territories. The Third Generation Partnership Project (“3GPP”), an organization that produces technical specifications and reports for 3GPP technologies, has designated the 11.5 MHz terrestrial band as Band 53 with 5G variant of our Band 53, known as n53 (collectively "Band 53/n53"). We have terrestrial licenses in 11 countries, resulting in approximately 10.4 billion MHz-POPs (megahertz of our spectrum authority in each country multiplied by a total population of approximately 823.4 million over the covered area) as of September 30, 2024. Prospective spectrum partners, including cable companies, wireless carriers, system integrators, utilities and other infrastructure operators, are able to benefit from access to uniform and increasingly “borderless” spectrum working across geographies. Our expanding portfolio of terrestrial spectrum represents a substantial opportunity for us. The Service Agreements significantly enhance the device ecosystem for Band 53/n53 by enabling access to our terrestrial spectrum band in certain of our customer's devices. We also have an agreement with a government services company to utilize the Globalstar System for a mission critical service for government applications. We have an Intellectual Property License Agreement (the “License Agreement”) with Virewirx, Inc. (formerly XCOM Labs, Inc.) (“Licensor” or “XCOM”). Under the License Agreement, we purchased an exclusive right and license (the “License”) as well as certain Intellectual Property Assets (as defined in the License Agreement) relating to the development and commercialization of XCOM’s key novel technologies for wireless spectrum innovations, including XCOM Radio Access Network (XCOM RAN) systems, XCOM’s commercially available coordinated multi-point radio system. We believe bringing together Globalstar’s terrestrial spectrum and relationships with leading partners around the world with XCOM’s differentiated technology creates a significant opportunity to deliver private network for mission critical needs of customers. 17 Performance Indicators Our management reviews and analyzes several key performance indicators in order to manage our business and assess the quality and potential variability of our earnings and cash flows. These key performance indicators include: • total revenue, which is an indicator of our overall business growth; • subscriber growth and churn rate, which are both indicators of the satisfaction of our customers; • average monthly revenue per user, or ARPU, which is an indicator of our pricing and ability to obtain effectively long-term, high-value customers. We calculate ARPU separately for each type of our subscriber-driven revenue, including Duplex, Commercial IoT and SPOT; • operating income and adjusted EBITDA, both of which are indicators of our financial performance; and • capital expenditures, which are an indicator of future revenue growth potential and cash requirements. Comparison of the Results of Operations for the three and nine months ended September 30, 2024 and 2023 Revenue Our revenue is categorized as service revenue and equipment revenue. We provide MSS services to customers using technology from the Globalstar System and equipment revenue is generated from the sale of MSS devices that work over the Globalstar System. We also generate service and equipment revenue from the sale of XCOM RAN systems and associated services that support the systems. For the three months ended September 30, 2024, total revenue increased 26% to $72.3 million from $57.7 million for the same period in 2023. For the nine months ended September 30, 2024, total revenue increased 10% to $189.2 million from $171.4 million for the same period in 2023. See below for a discussion of the main fluctuations in revenue. 18 The following table sets forth amounts and percentages of our revenue by type of service (dollars in thousands). Three Months Ended September 30, 2024 Three Months Ended September 30, 2023 Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023 Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Service revenue: Subscriber services Duplex $ 5,955 8 % $ 7,978 13 % $ 15,675 8 % $ 20,088 11 % SPOT 10,444 14 11,350 20 31,066 16 33,703 20 Commercial IoT 6,650 9 6,347 11 19,803 10 16,881 10 Wholesale capacity services 43,861 61 27,517 48 109,149 58 83,406 49 Government and other services 1,998 3 451 1 4,315 2 1,167 1 Total service revenue $ 68,908 95 % $ 53,643 93 % $ 180,008 94 % $ 155,245 91 % The following table sets forth our average number of subscribers and ARPU by type of revenue. Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Average number of subscribers for the period: Duplex 26,535 33,501 27,899 35,143 SPOT 242,134 258,485 245,592 262,818 Commercial IoT 512,260 477,344 506,657 472,812 Other 286 376 298 391 Total 781,215 769,706 780,446 771,164 ARPU (monthly): Duplex $ 74.81 $ 79.38 $ 62.43 $ 63.51 SPOT 14.38 14.64 14.05 14.25 Commercial IoT 4.33 4.43 4.34 3.97 We count "subscribers" based on the number of devices that are subject to agreements that entitle them to use our voice or data communications services rather than the number of persons or entities who own or lease those devices. Other providers of comparable services may count their subscribers differently. Wholesale capacity services includes revenue generated from satellite network access and related services. Government and other services includes revenue generated primarily from terrestrial spectrum and network solutions as well as certain governmental and engineering service contracts. None of these service revenue items are subscriber driven. Accordingly, we do not present ARPU for wholesale capacity services revenue and government or other services revenue reflected in the table above. Service Revenue Duplex service revenue decreased $2.0 million, or 25%, and $4.4 million, or 22%, respectively, for the three and nine month periods ended September 30, 2024, compared to the same periods in 2023. For both periods, the decrease in revenue was due to fewer average subscribers resulting from churn exceeding gross activations over the last twelve months as we no longer manufacture and sell Duplex devices in favor of other use cases for the Globalstar System, including wholesale capacity services. SPOT service revenue decreased 8%, for both the three and nine months ended September 30, 2024, compared to the same periods in 2023. For both periods, the decrease in revenue resulted from fewer average subscribers due to competitive pressure. 19 Product engineering efforts are underway to develop a new consumer SPOT device, which we expect to stabilize or increase demand from our customers. Commercial IoT service revenue increased 5% and 17%, respectively, for the three and nine months ended September 30, 2024 compared to the same periods in 2023. For both periods, the increase in revenue was due to higher average subscribers. For the nine month period, higher ARPU also contributed to the increase in revenue. Average subscribers are up 7% year over year, due to gross activation momentum experienced over the last year. The increase in ARPU was due to higher usage on the network as well as an improvement in the mix of subscribers on various rate plans. Wholesale capacity services revenue increased 59% and 31%, respectively, for the three and nine months ended September 30, 2024 compared to the same periods in 2023. This category includes only revenue from our customer under the Service Agreements. The majority of the increase during 2024 is due to fees related to expanded services that began in 2024. Additionally, in connection with the execution of the Updated Services Agreements, Customer agreed to pay earned bonuses associated with our performance under the Service Agreements, including an out of period amount of $5.0 million associated with 2023 performance. Government and other services revenue includes fees earned from various service contracts. We signed an agreement in the first quarter of 2024 with a government services company to utilize the Globalstar System for a mission critical service for government applications. The $2.5 million proof of concept phase commenced in February 2024 and is progressing as planned. This agreement has a five-year term, if the project is implemented, and contains annual minimum revenue commitments escalating to $20 million during the fifth year, with potential for further upside through the agreement's revenue share arrangement. Subscriber Equipment Sales Revenue generated from subscriber equipment sales decreased $7.0 million due primarily to the timing of Commercial IoT sales. Our pipeline for Commercial IoT opportunities remains strong, evidenced by a 14% increase in equipment sales volume on a consecutive quarter basis. Operating Expenses Total operating expenses increased to $62.9 million from $55.7 million and to $185.9 million from $159.6 million for the three and nine months ended September 30, 2024 compared to the same periods in 2023. The main contributors to the variances in operating expenses are explained in detail below. Cost of Services Cost of services increased $5.3 million and $16.1 million, respectively, for the three and nine months ended September 30, 2024 compared to the same periods in 2023. These increases are due primarily to network expansion in connection with services provided under the Service Agreements; a substantial portion of network-related costs are reimbursed thereunder and this consideration is recognized as revenue in accordance with the terms of the Service Agreements. As expected with our new and upgraded ground infrastructure, for the three and nine month periods, gateway operating costs, such as maintenance and personnel costs, increased $2.6 million and $8.9 million, respectively. We do not expect the operating costs that support existing services under the Service Agreements during the Phase 1 Service Period to increase meaningfully beyond current levels. In connection with the August 2023 License Agreement with XCOM, we entered into a Support Services Agreement (the “SSA”). During the three and nine months ended September 30, 2024, we recognized $0.5 million and $3.3 million, respectively, in expense associated with the SSA and other ancillary costs, of which the majority were noncash. Costs to support new product development also contributed to the increase in the three and nine months ended September 30, 2024. Stock-Based Compensation Stock-based compensation expense increased $3.9 million and $16.0 million, respectively, for the three and nine months ended September 30, 2024 compared to the same periods in 2023. These increases were due primarily to restricted stock units ("RSUs") granted to certain executives in connection with the License Agreement in August 2023. We granted 44.5 million RSUs, which are earned over a four-year performance period and vest upon Globalstar common stock trading at various price levels throughout the performance period. The total fair value of the RSUs was $39.5 million and is being recognized over the derived service period of 2.6 years; nearly 60% of the compensation cost for these RSU's is being recognized during 2024. 20 Other (Expense) Income Loss on Extinguishment of Debt We recorded a loss on extinguishment of debt of $10.4 million during the first quarter of 2023 following the full pay-off of the 2019 Facility Agreement in March 2023. The extinguishment loss was recognized due to the remaining deferred financing costs and debt discount associated with the instrument at the time of repayment. Interest Income and Expense Interest income and expense, net, decreased $1.1 million and decreased $0.7 million, respectively, during the three and nine months ended September 30, 2024 compared to the same periods in 2023. For the three and nine month periods, higher capitalized interest (which decreases interest expense) of $2.5 million and $7.8 million, respectively, was partially offset by higher gross interest costs of $1.4 million and $7.8 million, respectively. Higher interest income also decreased "interest income and expense, net" for the nine month period. Foreign Currency Gain (Loss) Changes in foreign currency gains and losses are driven by the remeasurement of financial statement items, which are denominated in various currencies, at the end of each reporting period. We recorded foreign currency gains of $4.9 million and losses of $3.4 million, respectively, during the three and nine months ended September 30, 2024. We recorded foreign currency losses of $4.2 million and $0.2 million, respectively, during the three and nine months ended September 30, 2023. Many of our foreign subsidiaries have USD-denominated intercompany payable balances, which impact the foreign currency gains and losses recorded each reporting period. In this instance, foreign currency gains result from other currencies strengthening r elative to the U.S. dollar; inversely, foreign currency losses result from the U.S. dollar strengthening relative to other currencies. Income Tax Expense Income tax expense increased $1.6 million and $1.7 million, respectively, during the three and nine months ended September 30, 2024 compared to the same periods in 2023. As discussed in Note 5: Commitments and Contingencies in our condensed consolidated financial statements, we recorded $1.0 million in expense for uncertain tax positions associated with interest on withholding tax related to the Canadian tax audits. Liquidity and Capital Resources Overview Our principal sources of liquidity include cash on hand, cash flows from operations and proceeds from the funding agreements described in Note 4: Long-Term Debt and Other Financing Arrangements in our condensed consolidated financial statements. These liquidity sources are expected to meet our short-term and long-term liquidity needs for funding our operating costs, capital expenditures and financing obligations, including scheduled recoupments under the 2021 Funding Agreement (defined below), interest on our 13% Notes (defined below), and dividends on our perpetual preferred stock. In addition, we have issued warrants under the Service Agreements and to Thermo in connection with its guaranty of the 2023 Funding Agreement (defined below). These warrants could become a source of liquidity if exercised. As of September 30, 2024 and December 31, 2023, we held cash and cash equivalents of $51.9 million and $56.7 million, respectively. The principal amount of our debt outstanding was $424.1 million at September 30, 2024, compared to $398.7 million at December 31, 2023. This increase was due to the following: • PIK interest payment to the lenders of the 2023 13% Notes (as defined below) of $13.6 million; and • Issuance of debt under the 2023 Funding Agreement (as defined below) totaling $37.7 million; offset by • Recoupment under the 2021 Funding Agreement (as defined below) totaling $26.0 million. For discussion of the Updated Services Agreements and the 2024 Prepay Agreement, see Note 8: Subsequent Events to our condensed consolidated financial statements. 21 Cash Flows for the nine months ended September 30, 2024 and 2023 The following table shows our cash flows from operating, investing and financing activities (in thousands): Nine Months Ended September 30, 2024 September 30, 2023 Net cash provided by operating activities $ 98,535 $ 68,556 Net cash used in investing activities (107,719) (142,385) Net cash provided by financing activities 4,914 105,902 Effect of exchange rate changes on cash and cash equivalents (558) (19) Net (decrease) increase in cash and cash equivalents $ (4,828) $ 32,054 Cash Flows Provided by Operating Activities Net cash provided by operations includes primarily cash received from the performance of wholesale capacity services as well as cash received from subscribers related to the purchase of equipment and satellite voice and data services. We use cash in operating activities primarily for network costs, personnel costs, inventory purchases and other general corporate expenditures. Net cash provided by operating activities during the nine months ended September 30, 2024 was $98.5 million compared to $68.6 million during the same period in 2023. This improvement was due to favorable working capital changes primarily as a result of the timing of accounts receivable under the Service Agreements, specifically related to the timing of receipt and the amount of service fees. An improvement in net income, after adjusting for noncash items, also contributed to the increase in cash flows provided by operating activities. Cash Flows Used in Investing Activities Net cash used in investing activities was $107.7 million for the nine months ended September 30, 2024 compared to $142.4 million for the same period in 2023. Net cash used in investing activities during both periods primarily included network upgrades associated with the Service Agreements and payments of capitalized interest. The timing of milestone payments made to our next-generation satellite vendors was the primary driver of the decrease in cash used during 2024. Cash Flows Provided by Financing Activities Net cash provided by financing activities was $4.9 million during the nine month period ended September 30, 2024 compared to net cash provided by financing activities of $105.9 million for the same period in 2023. In February 2024 and April 2023, we received proceeds from the 2023 Funding Agreement totaling $37.7 million and $87.7 million, respectively, which were used to pay amounts owed to MDA. Pursuant to the terms of the 2021 Funding Agreement, scheduled recoupment payments began in the third quarter of 2023 and totaled $26.0 million and $6.3 million during the nine-months ended September 30, 2024 and 2023, respectively. During the first quarter of 2023, we received proceeds from the sale of the 2023 13% Notes, which were used to pay the remaining principal amount due under the 2019 Facility Agreement and financing costs. Finally, during both 2024 and 2023, we paid cash dividends to our preferred equity holders. Indebtedness Below is a summary description of our debt and other financing arrangements at September 30, 2024. For more information, see Note 4: Long-Term Debt and Other Financing Arrangements and Note 8: Subsequent Events to our condensed consolidated financial statements. Funding Agreements The Service Agreements provide for, among other things, payment of up to $252 million to us (the “2023 Funding Agreement”) which we intend to use to fund 50% of amounts due under the satellite procurement agreement with MDA, as well as launch, insurance and ancillary costs incurred in connection with the construction and launch of these satellites. The remaining amount of the satellite costs is expected to be funded from our operating cash flows. The outstanding balance under the 2023 Funding Agreement was $155.0 million as of September 30, 2024. 22 The amount of the Funding Agreement and fees payable thereon are expected to be recouped from amounts payable for services provided by us under the Service Agreements in installments for a period of 16 quarters beginning no later than the third quarter of 2025. During 2021, we received payments totaling $94.2 million (the "2021 Funding Agreement"), which are being recouped as services are performed by us over the Phase 1 Service Period with the last recoupment to be made in the first quarter of 2026. During the first nine months September 30, 2024, a total of $26.0 million has been recouped. The outstanding balance under the 2021 Funding Agreement was $49.5 million as of September 30, 2024. 2023 13% Notes In 2023, we completed the sale of $200.0 million in aggregate principal amount of non-convertible 13% Senior Notes due 2029 (the "2023 13% Notes"). The 2023 13% Notes are our senior, unsecured obligations and have a stated maturity of September 15, 2029. The 2023 13% Notes were sold at an issue price of 95% of the principal amount and bear interest at a rate of 13.00% per annum payable semi-annually in arrears. We have agreed under the Service Agreements to pay cash interest on the 2023 13% Notes at a rate of 6.5% per annum and PIK interest at a rate of 6.5% per annum. The Indenture includes customary terms and covenants. The outstanding balance under the 2023 13% Notes was $219.6 million as of September 30, 2024. Pursuant to the transaction described in Note 8: Subsequent Events to our condensed consolidated financial statements, we redeemed these notes on November 5, 2024. Series A Preferred Stock In 2022, we issued 149,425 shares of 7.0% Perpetual Preferred Stock, Series A, with a liquidation preference of $1,000 per share (the “Series A Preferred Stock”) and a total fair value of $105.3 million. Holders of Series A Preferred Stock are entitled to receive, when, as and if declared by our Board of Directors, 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. Through September 30, 2024, we paid dividends totaling $8.0 million. Off-Balance Sheet Transactions We hav e no material o ff-balance sheet transactions. Recently Issued Accounting Pronouncements For a discussion of recently issued accounting guidance and the expected impact that the guidance could have on our condensed consolidated financial statements, see Recently Issued Accounting Pronouncements in Note 1: Basis of Presentation to our condensed consolidated financial statements in Part 1, Item 1 of this Report. Critical Accounting Policies and Estimates There have been no material changes in our Critical Accounting Policies and Estimates from the information provided in the "Critical Accounting Policies and Estimates" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2023 Annual Report. Item 3. Quantitative and Qualitative Disclosures About Market Risk. There have bee n no material changes t o our market risk during the quarter ended September 30, 2024. For a discussion of our exposure to market risk, refer to our disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our 2023 Annual Report. 23