Amazon merger costs drive Globalstar, Inc. (Nasdaq: GSAT) Q2 loss
Rhea-AI Filing Summary
Globalstar, Inc. reported second-quarter 2026 results and an update on its pending merger with Amazon. Total revenue for the quarter was $64.8 million, including $60.0 million of service revenue and $4.8 million from subscriber equipment sales. Service revenue declined 5% year over year, driven by lower wholesale capacity timing and Duplex/SPOT churn, partially offset by record Commercial IoT activations and over 20% growth in gross IoT activations over the last twelve months.
Loss from operations was $4.8 million versus income from operations of $6.1 million a year earlier, and net loss was $26.5 million compared to net income of $19.2 million, reflecting higher MG&A tied to the Amazon transaction, increased network and XCOM-related costs, foreign currency losses and higher interest expense. Adjusted EBITDA was $26.0 million, down from $35.8 million. For the first six months of 2026, revenue was $134.8 million and net loss $41.4 million, with Adjusted EBITDA of $59.4 million.
Liquidity remained significant with $409.8 million of cash and cash equivalents as of June 30, 2026, against $423.7 million of debt principal, $159.7 million of operating cash flow and $43.5 million of Adjusted free cash flow year to date. The HSR waiting period for the Amazon merger expired on July 17, 2026, and closing is expected in 2027 subject to remaining regulatory approvals and satellite milestones. In connection with the pending transaction, Globalstar does not intend to hold future earnings calls or update forward-looking guidance.
Positive
- Regulatory progress on Amazon merger as the HSR waiting period expired on July 17, 2026, and Globalstar and Amazon engage with remaining authorities, with the transaction expected to close in 2027 subject to outstanding approvals and satellite milestones.
Negative
- Profitability deteriorated sharply, with Q2 2026 net loss of $26.5 million versus net income of $19.2 million a year earlier and Adjusted EBITDA falling to $26.0 million from $35.8 million, driven by higher expenses, foreign currency losses and increased interest.
- Reduced financial transparency near term as Globalstar states that, in connection with the pending Amazon transaction, it does not intend to hold future earnings conference calls or provide updates to forward-looking guidance.
Filing Explained
As of
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Total revenue Q2 2026: $64.8 million
Net loss Q2 2026: $26.5 million
Adjusted EBITDA Q2 2026: $26.0 million
+4 more
7 metrics
Total revenue Q2 2026
$64.8 million
Total revenue for the second quarter of 2026
Net loss Q2 2026
$26.5 million
Net loss for the second quarter of 2026
Adjusted EBITDA Q2 2026
$26.0 million
Adjusted EBITDA during the second quarter of 2026
Total revenue six months 2026
$134.8 million
Total revenue for the first six months of 2026
Cash and cash equivalents
$409.8 million
Cash and cash equivalents as of June 30, 2026
Principal amount of debt
$423.7 million
Principal amount of debt at June 30, 2026
Adjusted free cash flow six months 2026
$43.5 million
Adjusted free cash flow during the first six months of 2026
Key Terms
Adjusted EBITDA, Adjusted free cash flow, HSR Act, Updated Services Agreements, +1 more
5 terms
Adjusted EBITDA financial
"Adjusted EBITDA was $26.0 million during the second quarter of 2026"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Adjusted free cash flow financial
"Adjusted free cash flow during the first six months of 2026 was $43.5 million"
Adjusted free cash flow is the amount of money a company generates from its operations after accounting for essential expenses and investments, like maintaining or upgrading equipment. It shows how much cash is truly available to grow the business, pay debts, or return to shareholders, helping investors see the company's financial health more clearly.
HSR Act regulatory
"with expiration of the waiting period under the HSR Act in July 2026"
The HSR Act (Hart‑Scott‑Rodino Antitrust Improvements Act) requires companies in the United States to notify federal regulators and observe a waiting period before completing certain large mergers or acquisitions so authorities can check for anti-competitive effects. For investors it matters because the review can delay or block deals, force changes such as selling assets, and alter the expected value or timing of a transaction—like needing a permit before finalizing a major home renovation.
Updated Services Agreements regulatory
"important components of the Company's long-term strategy pursuant to the Updated Services Agreements"
Infrastructure Prepayment financial
"operating cash flows ... included $104.8 million received in connection with the Infrastructure Prepayment"
An infrastructure prepayment is an upfront payment made to cover future costs of building, maintaining or using physical systems like power lines, data centers or transport links. For investors it matters because paying in advance changes the timing of cash flows and risk: it can lower future operating costs or secure discounts, reduce future liabilities on a company’s books, and affect earnings when the prepaid amount is recognized over time — similar to paying for a year-long service in one lump sum instead of monthly.
Earnings Snapshot
Service revenue Q2 2026: $60.0 million · Guidance included
quarter and six months ended June 30, 2026
Service revenue Q2 2026
$60.0 million
decreased $3.2 million, or 5%, compared to the prior year's second quarter
Net (loss) income Q2 2026
net loss of $26.5 million
compared to net income of $19.2 million in the prior year's second quarter
Adjusted EBITDA Q2 2026
$26.0 million
compared to $35.8 million during the prior year's second quarter
Total revenue six months 2026
$134.8 million
compared to $127.2 million for the first six months of 2025
Guidance
In connection with the pending transaction with Amazon, Globalstar does not intend to hold future earnings conference calls or provide updates to forward-looking guidance.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What were Globalstar (GSAT)'s key financial results for Q2 2026?
Globalstar generated $64.8 million in total revenue and recorded a net loss of $26.5 million for Q2 2026. Loss from operations was $4.8 million, and Adjusted EBITDA was $26.0 million, down from $35.8 million in the prior-year quarter.
How did Globalstar (GSAT)'s year-to-date 2026 performance compare with 2025?
For the first six months of 2026, Globalstar reported $134.8 million in revenue and a net loss of $41.4 million. In the same period of 2025, revenue was $127.2 million and net income was $1.9 million, with higher 2026 expenses offsetting revenue growth.
What is the status of the Globalstar (GSAT) merger with Amazon?
Globalstar reports continued progress on its previously announced merger with Amazon, including expiration of the HSR waiting period on July 17, 2026. Closing is expected in 2027, subject to remaining regulatory approvals and HIBLEO-4 replacement satellite milestones.
How strong is Globalstar (GSAT)'s liquidity and debt position as of June 30, 2026?
As of June 30, 2026, Globalstar held $409.8 million in cash and cash equivalents and reported $423.7 million in principal amount of debt. Operating cash flow for the first six months of 2026 was $159.7 million, and Adjusted free cash flow was $43.5 million.
What drove changes in Globalstar (GSAT)'s service revenue and segment trends in Q2 2026?
Q2 2026 service revenue was $60.0 million, down $3.2 million, or 5%, year over year. The decline reflected wholesale capacity timing and Duplex/SPOT subscriber churn, partially offset by higher Commercial IoT revenue and record Commercial IoT subscriber activations.
How is Globalstar (GSAT) investing in its satellite network and XCOM technology?
Globalstar is preparing to launch its first replacement satellites, advancing development of its third-generation C-3 satellite system and expanding ground stations across multiple regions. Costs to support XCOM RAN technology increased as the company invests ahead of significant associated revenue.
Will Globalstar (GSAT) continue to provide earnings calls or forward-looking guidance?
Globalstar states that, due to the pending transaction with Amazon, it does not intend to hold future earnings conference calls or provide updates to forward-looking guidance, suspending its usual public discussions of financial outlook.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2026
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (985 ) 335-1500
N/A
(Former Name or Former Address, if Changed Since Last Report)
| Securities registered pursuant to section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||||||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||||||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||||||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 6, 2026, Globalstar, Inc. (the "Company") issued a press release announcing the Company's financial and operating results for the three and six months ended June 30, 2026. A copy of the press release is furnished hereto as Exhibit 99.1.
The information in this Current Report on Form 8-K, including Exhibit 99.1, is furnished pursuant to the rules and regulations of the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press release dated August 6, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GLOBALSTAR, INC. | ||||||||
| By: | /s/ Rebecca S. Clary | |||||||
| Rebecca S. Clary | ||||||||
| Chief Financial Officer | ||||||||
Date: August 6, 2026
GLOBALSTAR ANNOUNCES SECOND QUARTER 2026 FINANCIAL RESULTS
•Generated second quarter 2026 revenue of $64.8 million with record high Commercial IoT subscriber activations.
•Continued progress on regulatory approval process in connection with the previously announced Merger Agreement with Amazon, with expiration of the waiting period under the HSR Act in July 2026.
•Continued execution of next-generation satellite constellation initiatives with launch of first set of replacement satellites rescheduled for later this month and further development of third-generation satellites.
Covington, LA, August 6, 2026 -- Globalstar, Inc. (Nasdaq: GSAT) (“Globalstar” or the “Company”), a next-generation telecommunications infrastructure and technology provider, today announced its financial results for the second quarter ended June 30, 2026. Capitalized terms not defined herein have the meaning given to such terms in our periodic reports.
"During the second quarter, we remained focused on disciplined execution across our business while continuing to invest in the technologies and infrastructure that support our long-term strategy," said Dr. Paul E. Jacobs, Chief Executive Officer of Globalstar. "We continue to make meaningful progress across our product, network and commercial initiatives while advancing the regulatory process associated with our previously announced Merger Agreement with Amazon. I am proud of our team's continued execution and commitment to delivering innovative connectivity solutions for our customers."
RECENT OPERATIONAL HIGHLIGHTS
•Transaction Update: The proposed transaction with Amazon is progressing through the regulatory approval process with the HSR waiting period having expired on July 17, 2026. Globalstar and Amazon are actively engaged with remaining regulatory authorities, including the FCC and certain international merger control, foreign investment and satellite and communications authorities. The transaction is expected to close in 2027 and remains subject to the satisfaction of remaining closing conditions including, among others, receipt of outstanding regulatory approvals and Globalstar's achievement of certain HIBLEO-4 replacement satellite milestones.
•Continued Execution of Satellite Network Initiatives: Globalstar continued execution of its next-generation satellite replacement and expansion initiatives, including preparation for the launch of its first set of replacement satellites, which will support Globalstar’s current-generation LEO constellation, and further development of its third-generation satellites and ground infrastructure. Globalstar is expanding its international network of ground stations in order to support its third-generation C-3 satellite system with active construction projects in multiple countries across North and South America as well as Europe and Asia. These initiatives represent important components of the Company's long-term strategy pursuant to the Updated Services Agreements to enhance network resilience, capacity and service capabilities.
•Commercial Momentum Across Connectivity Solutions: Globalstar continued to see commercial engagement across its satellite and terrestrial connectivity portfolio, including customer interest in its RM200M satellite communications module and ongoing demand for mission-critical connectivity solutions. The Company also continued expanding opportunities within government and defense markets while supporting customers across its terrestrial and satellite offerings.
SECOND QUARTER FINANCIAL REVIEW
Revenue
Total revenue for the second quarter of 2026 was $64.8 million, including $60.0 million of service revenue and $4.8 million of revenue generated from subscriber equipment sales.
Service revenue decreased $3.2 million, or 5%, during the second quarter of 2026 compared to the prior year's second quarter, primarily due to a decrease in wholesale capacity service revenue resulting from the timing of service fees associated with the reimbursement of network-related costs. The second quarter of 2025 included out of period wholesale capacity services revenue of $6.6 million; excluding this item, service revenue during the second quarter of 2026 would have increased $3.4 million compared to the prior period. Declines in Duplex and SPOT service revenue due to subscriber churn over the last twelve months also contributed to the decrease in service revenue. Partially offsetting these decreases was an increase in Commercial IoT service revenue due to growth in the subscriber base during the second quarter of 2026; we achieved record high Commercial IoT subscriber activations during the second quarter of 2026, contributing to an over 20% increase in gross activations on a last twelve-month basis.
Revenue from subscriber equipment sales increased $0.8 million, or 21%, compared to the prior year's second quarter primarily due to a higher volume of Commercial IoT device sales, and to a lesser extent, but meaningful from a strategic growth perspective, the sale of XCOM RAN systems.
(Loss) Income from Operations
Loss from operations was $4.8 million during the second quarter of 2026, compared to income from operations of $6.1 million during the prior year's second quarter. Higher operating expenses and a decrease in service revenue (discussed above) contributed to this change.
The increase in operating expenses was due primarily to higher marketing, general and administrative (“MG&A”) expenses and cost of services offset partially by lower stock-based compensation and depreciation expense. MG&A expenses were higher than the prior year's second quarter due primarily to increased legal and other professional fees related to the Amazon transaction. Consistent with previous quarters, higher cost of services resulted primarily from network operating costs to support the build out of our next-generation ground network infrastructure, a significant portion of which are reimbursed to us and recognized as revenue. Costs to support XCOM technology development also increased during the second quarter of 2026 compared to the same period in 2025. Also contributing to the increase in cost of services and MG&A expenses was the recognition of employee retention credits received in the second quarter of 2025 that did not recur in 2026.
Net (Loss) Income
Net loss was $26.5 million for the second quarter of 2026, compared to net income of $19.2 million for the prior year's second quarter. Net loss was impacted by unfavorable changes in foreign currency losses and gains due to the remeasurement of intercompany balances as well as higher interest expense resulting from our recognition of non-cash imputed interest related to the 2024 Prepayment Agreement. Unfavorable changes in (loss) income from operations (discussed above) also impacted the net loss during the quarter. Offsetting these items was a noncash gain on the contingent interest feature within the 2024 Debt Repayment resulting from the achievement of certain milestones under our agreements with the Customer pursuant to the Updated Services Agreements.
As a result of the adoption of ASU 2025-07, we are no longer required to bifurcate the embedded derivative associated with the 2024 Debt Repayment; accordingly the quarterly noncash mark-to-market adjustments ceased in 2026.
Adjusted EBITDA
Adjusted EBITDA was $26.0 million during the second quarter of 2026 compared to $35.8 million during the prior year's second quarter. This decrease was due to higher operating expenses (excluding adjustments for non-cash or non-recurring items) and lower revenue, primarily driven by the out of period service revenue recognized in the second quarter of 2025, as discussed above.
Adjusted EBITDA is a non-GAAP financial measure. For more information, refer to “Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA.”
YEAR TO DATE FINANCIAL REVIEW
Revenue
2
Total revenue for the first six months of 2026 was $134.8 million, including $126.7 million of service revenue and $8.1 million of revenue generated from subscriber equipment sales, compared to $127.2 million for the first six months of 2025.
Service revenue increased $6.4 million, or 5%, during the first six months of 2026 compared to the same period in 2025 primarily due to higher wholesale capacity services resulting from additional service fees associated with the reimbursement of network-related costs. Consistent with the quarterly results previously discussed, higher Commercial IoT subscribers increased service revenue for the first six months of 2026 partially offset by lower service revenue due to fewer Duplex and SPOT subscribers. Also increasing service revenue for the period was higher revenue associated with our service agreement with Parsons Corporation as we moved beyond the proof of concept phase and into the first year of service.
Revenue from subscriber equipment sales increased $1.2 million, or 18%, for the first six months of 2026 compared to the same period in 2025 consistent with the quarterly discussion above.
Income (Loss) from Operations
Income from operations was $3.4 million during the first six months of 2026, compared to loss from operations of $2.4 million during the same period in 2025. During the first six months of 2026, higher revenue was partially offset by higher operating expenses, as discussed above.
Consistent with the quarterly discussion above, operating expenses were higher due primarily to higher MG&A expenses and cost of services offset by lower stock-based compensation and depreciation expense. Also contributing to the increase in cost of services and MG&A expenses was the recognition of employee retention credits received in both the first and second quarters of 2025 that did not recur in 2026. The fluctuation in operating expenses was favorably impacted by a noncash disposal of assets recognized during the first quarter of 2025 that did not recur in 2026.
Net (Loss) Income
Net loss was $41.4 million for the first six months of 2026, compared to net income of $1.9 million during the same period in 2025. The variances driving net loss and income are consistent with the quarterly discussion above.
Adjusted EBITDA
Adjusted EBITDA was $59.4 million during the first six months of 2026 compared to $66.1 million during the same period in 2025. Higher revenue was more than offset by higher operating expenses (excluding adjustments for non-cash or non-recurring items). Specifically, while we continue to enhance and develop our XCOM RAN product and service offerings, we have incurred costs, primarily for personnel, in advance of significant revenue. Also, as previously described, 2025 Adjusted EBITDA benefited from out of period service revenue of $6.6 million that was recognized in the second quarter of 2025.
Liquidity
As of June 30, 2026, we held cash and cash equivalents of $409.8 million, compared to $447.5 million as of December 31, 2025.
During the first six months of 2026, net cash flows generated from operations were approximately $159.7 million, capital expenditures were $208.3 million and net cash flows from financing activities were $10.6 million. Cash and cash equivalents were also positively impacted by a $0.3 million effect of exchange rate changes. Operating cash flows during the first six months of 2026 included $104.8 million received in connection with the Infrastructure Prepayment, $15.0 million in accelerated service fee payment from the Customer pursuant to the Updated Services Agreements as well as other cash flows generated from the business. Capital expenditures were primarily associated with our commitments under the Updated Services Agreements related to the deployment of the replacement satellites and Extended MSS Network. Financing activities for the first six months of 2026 reflected a draw pursuant to the 2023 Funding Agreement, offset by the final recoupment under the 2021 Funding Agreement as well as preferred stock dividend payments.
3
Adjusted free cash flow during the first six months of 2026 was $43.5 million compared to $77.9 million during the same period in 2025. This decrease was primarily due to the timing of cash receipts pursuant to the Updated Services Agreements, specifically $15.0 million in accelerated service fees paid to us during the first six months of 2026 compared to $30.0 million during the first six months of 2025 as well as the timing of service fees associated with the reimbursement of network-related costs (as discussed above). Adjusted free cash flow is a non-GAAP financial measure. For more information, refer to “Reconciliation of Non-GAAP Adjusted Free Cash Flow.”
The principal amount of our debt was $423.7 million at June 30, 2026, compared to $410.0 million at December 31, 2025. This increase was due to the issuance of debt under the 2023 Funding Agreement totaling $19.9 million during 2026 offset by the final recoupment of $6.3 million under the 2021 Funding Agreement.
CONTINUED SUSPENSION OF FINANCIAL OUTLOOK AND CONFERENCE CALLS
In connection with the pending transaction with Amazon, Globalstar does not intend to hold future earnings conference calls or provide updates to forward-looking guidance.
4
About Globalstar, Inc.
Globalstar is a global telecommunications provider connecting what matters most. Through our industry-leading low Earth orbit (LEO) satellite constellation and licensed Band 53/n53 spectrum, we deliver reliable satellite and terrestrial connectivity solutions that empower customers worldwide to connect, transmit, and communicate smarter.
Our comprehensive connectivity ecosystem includes software-defined, purpose-built private wireless network platform, coupled with Globalstar Band 53 in XCOM RAN™ and trusted GPS messengers Saved by SPOT™ for safety and personal communication for business and enterprise applications.
Serving business, enterprise, and consumer markets across the globe, Globalstar supports applications that track and protect assets, enable automation, enhance operational efficiency, and safeguard lives. With unmatched reach and a relentless focus on innovation, and mission-critical performance, we're redefining what's possible for global connectivity.
Note that all SPOT products described in this press release are the products of SPOT LLC, which is not affiliated in any manner with Spot Image of Toulouse, France or Spot Image Corporation of Chantilly, Virginia.
For more information, visit www.globalstar.com.
Investor Contact Information:
investorrelations@globalstar.com
Cautionary Statement About Forward-Looking Statements
Certain statements contained in this press release other than purely historical information, including, but not limited to, estimates, projections or statements relating to the Mergers, future revenue, financial performance, financial condition, liquidity, adjusted free cash flow, projections, estimates and guidance, statements relating to our business plans, objectives and expected operating results, our anticipated financial resources, our expectations about the future operational performance of our satellites (including their projected operational lives) and the completion and launch of new satellites, our expectations regarding the outcomes of regulatory and licensing proceedings, the expected growth prospects of our existing customers and the markets that we serve, our expectations relating to the impact of trade policies (including tariffs), our expectations about our ability to integrate the licensed technology into our current line of business, the expected benefits of the updated services agreements, 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,” "might," "could," “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. Risks and uncertainties that could cause or contribute to such differences include, without limitation, our ability to complete the Mergers on the anticipated terms and timing, or at all, including obtaining required regulatory approvals and the satisfaction of other conditions to the completion of the Mergers, potential litigation relating to the Mergers, including the effects of any outcomes related thereto, the risk that disruptions from the Mergers (such as the ability of certain of our customers to terminate or amend contracts upon a change of control, or to withhold consent to such change of control) will harm our business, including current plans and operations, our ability to retain and hire key personnel, the diversion of management’s time and attention from ordinary course business operations, potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Mergers, contractual provisions that may impact our ability to pursue certain business opportunities or strategic transactions during the pendency, and/or following the completion of, the Mergers, the occurrence of any event, change, or other circumstance that could give rise to the termination of the Mergers, including in circumstances requiring us to pay a termination fee under the Merger Agreement, our ability to meet our obligations to attain the anticipated benefits under the Updated Services Agreements and avoid the potential adjustment of the Merger Consideration if we fail to meet certain milestones based on the Company's agreements with the Customer, and those described under Item 1A. Risk Factors of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and as updated in the Company’s other filings with the SEC. The Company undertakes no obligation to update any of the forward-looking statements after the date of this press release to reflect actual results, future events or circumstances or changes in our assumptions, business plans or other changes.
5
This press release contains measures such as EBITDA, Adjusted EBITDA, and Adjusted free cash flow, which are not recognized under U.S. generally accepted accounting principles (GAAP). Reconciliations of these non-GAAP measures to amounts reported in the Company’s consolidated financial statements are provided in this press release. For forward-looking Adjusted EBITDA margin, the Company is unable to provide a reconciliation to the most comparable GAAP measure without unreasonable effort because estimating such GAAP measures and providing a meaningful reconciliation is extremely difficult and requires a level of precision that is unavailable for these future periods and the information needed to reconcile these measures is dependent upon future events, many of which are outside of our control as described above. Forward-looking non-GAAP measures are estimated consistent with the relevant definitions and assumptions.
6
GLOBALSTAR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Service revenue | $ | 59,998 | $ | 63,216 | $ | 126,699 | $ | 120,283 | |||||||||||||||
| Subscriber equipment sales | 4,774 | 3,932 | 8,137 | 6,897 | |||||||||||||||||||
| Total revenue | 64,772 | 67,148 | 134,836 | 127,180 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of services (exclusive of depreciation, amortization, and accretion shown separately below) | 23,602 | 19,479 | 47,035 | 38,104 | |||||||||||||||||||
| Cost of subscriber equipment sales | 3,395 | 2,881 | 5,862 | 4,928 | |||||||||||||||||||
| Marketing, general and administrative | 23,025 | 9,683 | 37,853 | 21,272 | |||||||||||||||||||
| Stock-based compensation | 2,723 | 5,949 | 5,428 | 12,906 | |||||||||||||||||||
| Reduction in the value and disposal of long-lived assets | — | — | 64 | 7,038 | |||||||||||||||||||
| Depreciation, amortization, and accretion | 16,802 | 23,010 | 35,199 | 45,287 | |||||||||||||||||||
| Total operating expenses | 69,547 | 61,002 | 131,441 | 129,535 | |||||||||||||||||||
(Loss) income from operations | (4,775) | 6,146 | 3,395 | (2,355) | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income and expense, net of amounts capitalized | (20,660) | (7,428) | (40,474) | (15,373) | |||||||||||||||||||
| Foreign currency (loss) gain | (1,376) | 11,966 | (2,997) | 16,072 | |||||||||||||||||||
| Gain on contingent interest feature within 2024 Debt Repayment | 4,181 | — | 4,181 | — | |||||||||||||||||||
Derivative gain and other income | — | 6,697 | 44 | 6,284 | |||||||||||||||||||
Total other (expense) income | (17,855) | 11,235 | (39,246) | 6,983 | |||||||||||||||||||
| (Loss) income before income taxes | (22,630) | 17,381 | (35,851) | 4,628 | |||||||||||||||||||
Income tax expense (benefit) | 3,909 | (1,827) | 5,506 | 2,751 | |||||||||||||||||||
Net (loss) income | $ | (26,539) | $ | 19,208 | $ | (41,357) | $ | 1,877 | |||||||||||||||
| Net (loss) income attributable to common shareholders | (29,183) | 16,564 | (46,616) | (3,382) | |||||||||||||||||||
| Net (loss) income per common share: | |||||||||||||||||||||||
Basic (1) | $ | (0.23) | $ | 0.13 | $ | (0.36) | $ | (0.03) | |||||||||||||||
Diluted (1) | (0.23) | 0.13 | (0.36) | (0.03) | |||||||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||
Basic (1) | 129,122 | 126,614 | 128,771 | 126,545 | |||||||||||||||||||
Diluted (1) | 129,122 | 127,854 | 128,771 | 126,545 | |||||||||||||||||||
(1)All historical share and per share amounts for the periods prior to the completion of the 1:15 reverse stock split on February 10, 2025 reflected in this press release have been adjusted to reflect the reverse stock split.
7
GLOBALSTAR, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value and share data)
(Unaudited)
| June 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 409,771 | $ | 447,471 | |||||||
Accounts receivable, net of allowance for credit losses of $1,390 and $1,468, respectively | 20,529 | 19,976 | |||||||||
| Inventory | 10,938 | 9,614 | |||||||||
| Prepaid expenses and other current assets | 22,225 | 19,667 | |||||||||
| Total current assets | 463,463 | 496,728 | |||||||||
| Property and equipment, net | 1,543,330 | 1,305,458 | |||||||||
| Operating lease right of use assets, net | 65,188 | 66,698 | |||||||||
| Prepaid network costs | 227,090 | 198,375 | |||||||||
| Derivative asset | — | 114,461 | |||||||||
Intangible and other assets, net of accumulated amortization of $15,747 and $12,511, respectively | 145,741 | 144,545 | |||||||||
| Total assets | $ | 2,444,812 | $ | 2,326,265 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | 51,400 | $ | 31,835 | |||||||
| Accounts payable and accrued expenses | 120,843 | 56,022 | |||||||||
| Accrued network construction costs | 71,131 | 55,218 | |||||||||
| Payables to affiliates | 353 | 391 | |||||||||
| Deferred revenue, net | 56,179 | 62,020 | |||||||||
| Total current liabilities | 299,906 | 205,486 | |||||||||
| Long-term debt | 307,389 | 451,953 | |||||||||
| Operating lease liabilities | 53,009 | 54,549 | |||||||||
| Deferred revenue, net | 1,029,366 | 806,930 | |||||||||
| Other non-current liabilities | 462,529 | 451,618 | |||||||||
| Total non-current liabilities | 1,852,293 | 1,765,050 | |||||||||
| Total liabilities | 2,152,199 | 1,970,536 | |||||||||
| Stockholders’ equity: | |||||||||||
Series A Perpetual Preferred Stock of $0.0001 par value; 300,000 shares authorized and 149,425 issued and outstanding at June 30, 2026 and December 31, 2025, respectively | — | — | |||||||||
Voting Common Stock of $0.0001 par value; 143,333,334 shares authorized; 129,562,435 and 128,050,400 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively | 13 | 13 | |||||||||
Additional paid-in capital | 2,492,511 | 2,489,227 | |||||||||
| Accumulated other comprehensive income | 6,659 | 3,286 | |||||||||
| Retained deficit | (2,206,570) | (2,136,797) | |||||||||
| Total stockholders’ equity | 292,613 | 355,729 | |||||||||
| Total liabilities and stockholders’ equity | $ | 2,444,812 | $ | 2,326,265 | |||||||
8
GLOBALSTAR, INC.
RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP ADJUSTED EBITDA
(In thousands)
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
Net (loss) income | $ | (26,539) | $ | 19,208 | $ | (41,357) | $ | 1,877 | |||||||||||||||||||||
| Interest income and expense, net | 20,660 | 7,428 | 40,474 | 15,373 | |||||||||||||||||||||||||
| Derivative gain | — | (6,332) | — | (5,905) | |||||||||||||||||||||||||
| Income tax expense (benefit) | 3,909 | (1,827) | 5,506 | 2,751 | |||||||||||||||||||||||||
| Depreciation, amortization, and accretion | 16,802 | 23,010 | 35,199 | 45,287 | |||||||||||||||||||||||||
EBITDA (1) | 14,832 | 41,487 | 39,822 | 59,383 | |||||||||||||||||||||||||
| Non-cash compensation | 2,723 | 5,949 | 5,428 | 12,906 | |||||||||||||||||||||||||
Foreign exchange and other | 1,376 | (12,386) | 2,952 | (16,506) | |||||||||||||||||||||||||
| Reduction in the value and disposal of long-lived assets | — | — | 64 | 7,038 | |||||||||||||||||||||||||
Non-cash expenses associated with the License Agreement (2) | 851 | 738 | 1,771 | 2,617 | |||||||||||||||||||||||||
Transaction costs | 10,349 | — | 13,586 | 702 | |||||||||||||||||||||||||
| Non-cash gain on contingent interest feature within the 2024 Debt Repayment | (4,181) | — | (4,181) | — | |||||||||||||||||||||||||
Adjusted EBITDA (1) | $ | 25,950 | $ | 35,788 | $ | 59,442 | $ | 66,140 | |||||||||||||||||||||
| (1) | EBITDA represents earnings before interest, income taxes, depreciation, amortization, accretion and derivative (gains)/losses. Adjusted EBITDA excludes non-cash compensation expense, reduction in the value of assets, foreign exchange (gains)/losses, and certain other non-cash or non-recurring charges as applicable. Management uses Adjusted EBITDA to manage the Company's business and to compare its results more closely to the results of its peers. EBITDA and Adjusted EBITDA do not represent and should not be considered as alternatives to GAAP measurements, such as net loss. These terms, as defined by us, may not be comparable to similarly titled measures used by other companies. The Company uses Adjusted EBITDA as a supplemental measurement of its operating performance. The Company believes it best reflects changes across time in the Company's performance, including the effects of pricing, cost control and other operational decisions. The Company's management uses Adjusted EBITDA for planning purposes, including the preparation of its annual operating budget. The Company believes that Adjusted EBITDA also is useful to investors because it is frequently used by securities analysts, investors and other interested parties in their evaluation of companies in similar industries. As indicated, Adjusted EBITDA does not include interest expense on borrowed money or depreciation expense on our capital assets or the payment of income taxes, which are necessary elements of the Company's operations. Because Adjusted EBITDA does not account for these expenses, its utility as a measure of the Company's operating performance has material limitations. Because of these limitations, the Company's management does not view Adjusted EBITDA in isolation and also uses other measurements, such as revenues and operating profit, to measure operating performance. | ||||
| (2) | In connection with the License Agreement with XCOM, the Company entered into a Support Services Agreement (the “SSA”). Fees payable by Globalstar pursuant to the SSA were paid in shares of its common stock prior to its termination in 2025. Costs also include the non-cash intangible asset technology amortization associated with the initial purchase of certain intangible assets made in the form of Globalstar common stock. | ||||
9
GLOBALSTAR, INC.
SCHEDULE OF SELECTED OPERATING METRICS
(In thousands, except subscriber and ARPU data)
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||||||||||
| Service revenue: | |||||||||||||||||||||||
| Wholesale capacity services | $ | 40,114 | $ | 42,385 | $ | 86,381 | $ | 79,094 | |||||||||||||||
| Subscriber services | |||||||||||||||||||||||
| Commercial IoT | 7,512 | 7,051 | 14,962 | 13,631 | |||||||||||||||||||
| SPOT | 8,604 | 9,224 | 17,259 | 18,595 | |||||||||||||||||||
| Duplex | 2,715 | 3,677 | 5,291 | 7,129 | |||||||||||||||||||
| Government and other services | 1,053 | 879 | 2,806 | 1,834 | |||||||||||||||||||
| Total service revenue | 59,998 | 63,216 | 126,699 | 120,283 | |||||||||||||||||||
| Subscriber equipment sales | 4,774 | 3,932 | 8,137 | 6,897 | |||||||||||||||||||
| Total revenue | $ | 64,772 | $ | 67,148 | $ | 134,836 | $ | 127,180 | |||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||||||||||
| Average subscribers | |||||||||||||||||||||||
| Commercial IoT | 580,427 | 534,505 | 575,436 | 528,869 | |||||||||||||||||||
| SPOT | 207,606 | 224,885 | 209,387 | 227,546 | |||||||||||||||||||
| Duplex | 15,755 | 21,841 | 16,351 | 22,638 | |||||||||||||||||||
| Other | 192 | 239 | 199 | 248 | |||||||||||||||||||
| Total | 803,980 | 781,470 | 801,373 | 779,301 | |||||||||||||||||||
ARPU (1) | |||||||||||||||||||||||
| Commercial IoT | $ | 4.31 | $ | 4.40 | $ | 4.33 | $ | 4.30 | |||||||||||||||
| SPOT | 13.81 | 13.67 | 13.74 | 13.62 | |||||||||||||||||||
| Duplex | 57.44 | 56.12 | 53.93 | 52.49 | |||||||||||||||||||
| (1) | ARPU measures service revenue per month divided by the average number of subscribers during that month. Average monthly revenue per user as so defined may not be similar to average monthly revenue per unit as defined by other companies in the Company's industry, is not a measurement under GAAP and should be considered in addition to, but not as a substitute for, the information contained in the Company's statement of operations. The Company believes that average monthly revenue per user provides useful information concerning the appeal of its rate plans and service offerings and its performance in attracting and retaining high value customers. | ||||
10
GLOBALSTAR, INC.
RECONCILIATION OF NON-GAAP ADJUSTED FREE CASH FLOW
(In thousands)
(Unaudited)
| Six Months Ended | |||||||||||
| June 30, 2026 | June 30, 2025 | ||||||||||
Net cash provided by operating activities (1) | $ | 159,767 | $ | 209,741 | |||||||
| Less: payments received pursuant to the Infrastructure Prepayment | (104,807) | (124,690) | |||||||||
Less: capital expenditures, excluding reimbursable network purchases (2) | (11,463) | (7,111) | |||||||||
Adjusted free cash flow (3) | $ | 43,497 | $ | 77,940 | |||||||
| (1) | Net cash provided by operating activities is calculated under GAAP and is reflected in the Company's consolidated statements of cash flows. | ||||
| (2) | Excludes the reimbursable portion of upfront network purchases for the Phase 2 Service Period and the Extended MSS Network pursuant to the Updated Services Agreements. The costs are reimbursed under such agreements in future periods. | ||||
| (3) | Free cash flow is calculated using net cash provided by operating activities less capital expenditures (which may also be referred to as network upgrades). The Company excludes capital expenditure payments made pursuant to the Updated Services Agreements; amounts which are prepaid by the Customer pursuant to such agreements, that are recorded as operating cash flows, are also excluded from this calculation as those amounts are used to fund associated capital expenditures. Free cash flow as so defined may not be similar to free cash flow as defined by other companies, is not a measurement under GAAP and should be considered in addition to, but not as a substitute for, the information contained in the Company's consolidated financial statements. The Company believes that free cash flow is a useful financial metric concerning liquidity, reflecting available cash after capital expenditures, that may be used to fund general corporate expenditures as well as for investments in strategic growth opportunities. | ||||
11