Jay Monroe
Analyst · Morgan Stanley
Thank you, everyone, for joining the call today. Rebecca and Tim are here to answer some of the questions during the Q&A portion, though Tim is remote from the office today. Due to the timing of the call relative to the events of this week, I’ll go through a short financial update before digging into the meat of the call. Satellite fundamentals continue to improve. Revenue for the quarter increased by $5.6 million or 20% year-over-year. Service revenue was up 15% while equipment sales rose 50%. The new IoT solar-powered Simplex product has been a standout performer since the product launched earlier this year. And of the newly launched products, solar IoT has been the largest sales contributor. We expect SPOT X and Sat-Fi2 to improve as we get through their initial launch period. The decrease in reported net loss during the quarter was primarily driven by a change in the noncash derivative loss of $75 million. Adjusted EBITDA increased 37% over this quarter in 2017 to 11.2 million driven by the operating leverage in the satellite business as an increasing revenue base is spread across a largely fixed cost OpEx structure. The team is working hard to drive EBITDA higher. And with the new products and services recently launched and many other initiatives completely incremental to the business today, we expect good things for the balance of the year. And now for the part of the call that I’m sure everyone cares about most. Yesterday morning, we announced that by mutual agreement between Globalstar’s Special Committee of its Board of Directors and Thermo, the merger of Globalstar with FiberLight and other Thermo assets was terminated. While Globalstar is disappointed with this outcome, we are, nevertheless, appreciative of all the hard work of our team, the board, the Special Committee and various others on the outside, who put so much effort into this proposed transaction. The company remains convinced that the merger offered all shareholders significant upside and mitigated downside risk. The board plans to meet again promptly to determine next steps and consider all options available to the company to proceed on the path which the board believes is the best for all shareholders. The Special Committee unanimously terminated due to multiple factors, including the sizeable cost of litigation to Globalstar to defend the merger; uncertainty related to the closing, including the timing of the closing; stock price volatility; and what appears to us to be a prolonged distraction for the management team, which could have a materially damaging impact on the company’s finances and operations. Despite the market reaction, our goal has always been to put Globalstar in a path we felt best positioned us for long-term success. Over the last 10 years, $1.4 billion has been raised and invested into the company, nearly half of which came from Thermo. To say Thermo has been committed is an understatement. Globalstar and the Special Committee saw the merger as a way to permanently address our significant long-term capital needs while creating a platform that should have been richly accretive to all shareholders over time as unique assets were combined with robust cash flow. We were excited by the many options, a larger diversified entity offered, including add-on opportunities that we believe would’ve been accretive from day one. For example, one business we have been doing due diligence on would have added $70 million to $90 million in free cash flow after synergies. This transaction could have been done entirely with post-merger available cash. The board will now look at the best options available to standalone Globalstar, and our management team and all employees remain fully motivated to drive increased value in our satellite and spectrum businesses. As we look back a few months at the announcement of this transaction, I want to note that due to the nature and structure of the litigation to date, the information the market has received is one-sided. I’d like to use this opportunity to provide historical context to our shareholders, so we can better assess together our path forward. Regarding the valuation of FiberLight, which was a focus of much consternation, a few thoughts. We have more confidence in the valuation work of the 3 investment banks involved in these processes to drive a proper current valuation for FiberLight, supported by the analysis of specialized fiber consultants regarding FiberLight’s asset value than in news stories from 2011 and 2016 that were acknowledged not to have direct access to the basic FiberLight financial information. After significant due diligence and detailed valuation work, all three investment banks and the consultants provided a valuation range which fell within this deal. The fact is FiberLight is a great company, and Thermo was happy to own and operate it. The FiberLight deal is compelling because it enjoys growth from all the principal drivers of the digital economy. Wireless carriers need fiber for back-haul. Tech giants need fiber to connect data centers, private cloud services, et cetera, while enterprises need fiber to leverage cloud services and provide data connectivity for their customers and employees. While there have been some disparaging narratives spun about certain numbers of the management team and the board, we assure our investors that these allegations are untrue, and these types of allegations are, unfortunately, common in litigation with activist shareholders as a standard litigation tactic. We are and remain transparent about all aspects of the business, including our conversations with third parties to monetize our spectrum and our efforts to obtain global approvals for more spectrum use. We have always wanted a higher stock price because our preferred outcome has always been to monetize the spectrum on some basis, and a higher stock price establishes a higher starting point for any negotiation. Throughout this whole process, we have explained to counterparties how these assets can be utilized to create a disruptive wireless service. We continue with this effort today. As we look forward to our alternatives, we know that any spectrum transaction is, obviously, at an unknowable future date. And yet, we have known liabilities to meet. Here are some context. Our efforts to monetize Globalstar spectrum began in earnest as far back as 2013. We hired Credit Suisse to help us, and we met with many potential partners at cable, wireless and technology companies. This was pre-SEC approval and, obviously, didn’t lead to a transaction. Yet, we were able to introduce our assets to parties during this period. Then in 2015, we formally engaged Allen and Centerview to help drive our strategic discussions. These are high-quality investment banks that were selected after a thorough competitive process. This effort entered a new and much more aggressive phase in early 2017 after the December 16 FCC approval. However, being realistic about our impending capital needs, we began reviewing backup plans at that time, which included certain financing options as well as a potential merger with FiberLight, cash and other Thermo assets. It was proper for the board and the Special Committee to evaluate such alternative plans in case the strategic process was not successful as, ultimately, has proven to be the case. To that end, we formed a Special Committee of Globalstar’s independent board members to assess any transaction with Thermo, given the related party issues inherent in any such combination. In the first half of 2017, the board and Thermo began formal discussions regarding a merger transaction, entirely subject to the outcome of the strategic process. This 2017 proposed merger contemplated Globalstar acquiring Thermo controlled assets and investments, including FiberLight; shares of Level 3, which has subsequently been acquired by CenturyLink, and cash. The board and management believe that this alternative transaction could provide the company with a set of valuable strategic assets as well as long-term stability and a permanent solution to the potential liquidity shortfalls the company projects. This combination was only to occur in the absence of a spectrum or other strategic transaction. The committee took into account the potential to increase the probability of a spectrum-related transaction by improving the company’s balance sheet and allowing Globalstar to negotiate from a position of strength rather than a position of distress. As it considered these issues, the Special Committee always thought the alternative that would maximize the value for the company’s minority shareholders. The Special Committee also believed the merger, if completed, offer the ability to improve the company’s participation in the rapidly changing telecom environment, including the industry’s transition to 5G where fiber and spectrum together are becoming increasingly critical components of next-generation networks. These benefits are weighed against the near-term dilution to minority shareholders as compared to the long-term cost of engaging in future financings to address the company’s capital requirements in the absence of any spectrum transaction. During this period in ‘17, the Special Committee and Thermo were unable to reach an agreement. So by September 2017, taking into account the need for the company to focus efforts on additional capital to be raised under the then recently signed bank amendment, and the continued effort of Allen and Centerview, the Special Committee determined that it was in Globalstar’s best interest to end the 2017 merger discussions with Thermo and to wind down the Special Committee. During the same period, and over the course of a multi-month strategic process, the company together with our advisors, Allen and Centerview contacted more than 30 parties, including the CEOs and leaders of the country’s largest telcos, MSOs and tech companies as well as financial parties. During 2017, members of Globalstar’s senior management engaged in formal discussions with the senior officers of 20 of these companies, 12 of which executed nondisclosure agreements, pursuant to which they were provided additional access to detailed information about the company. This strategic process continued as these parties reviewed the regulatory and technical aspects of Globalstar’s U.S. spectrum as well as the prospects for the satellite business. Additionally, these parties conducted due diligence with respect to the company’s international spectrum position and prospects for further approvals. A diligence was largely focused on the technical capabilities of the company’s 2.4 gigahertz spectrum in the United States and its ability to provide network services aligned with business models being deployed or contemplated by the potential partners or acquirers. Unfortunately, up to this point, none of the parties expressed an interest in the transaction while others indicated they had no interest in acquiring or controlling license spectrum generally. Still others stated a preference for different spectrum bands. Notwithstanding this feedback, the company has continued strategic outreach even through today as this has been and continues to be a preferred path. In early October 2017, Globalstar completed an equity offering for $119 million at a price of $1.65 per share underwritten by Morgan Stanley. Thermo participated in the financing and invested $44 million, bringing the total capital invested by Thermo at that point in 2017 alone to 77 million. Unfortunately, the Morgan Stanley process confirmed for some that the shorter-term spectrum transaction they had hoped for was not going to happen and, therefore, the market began to focus on Globalstar’s future capital requirements. The likely result of this focus was a deteriorating stock price from October 2017 through the end of the first quarter of 2018. During the October financing, Thermo publicly disclosed that it intended to sell up to 38 million shares of high basis Globalstar stock, a tiny percentage of Thermo’s holdings, and that the sale could take place before yearend to offset taxable gains expected upon the completion of the merger between Level 3 and CenturyLink. So Thermo’s stock sale was no surprise. There was routine and intelligent planning that went into it. For the sale, Thermo had no incentive to reap a lower stock price per share because it has always been in Thermo’s best interest to have the highest Globalstar stock price for any strategic negotiation or transaction. In January 2018, the board began to reconsider a version of the proposed merger with Thermo to complete a long-term solution, so the Special Committee was formed once again. In the same month, Globalstar’s management held initial meetings in Paris with its senior lenders to assess the lending syndicates due of a proposed merger and the bank group’s willingness to substantially amend the terms of the loan agreement to the benefit of the company, including the covenants, principal amortization reductions, interest cost reductions, among other loan agreement terms. The bank group conveyed a favorable reaction to the proposed merger and its positive impact on the credit profile of the company. The parties would eventually negotiate a favorable amendment providing significantly improved financial terms for our senior debt facility subject, unfortunately, to the closing of the merger. The Special Committee was well versed on the combination assets, the fiber market, the relevant comps, the valuation analysis of the assets from the combination originally proposed in 2017, and they began conducting extensive additional due diligence with Mollis, who have been hired to be the Special Committee adviser and to offer a fairness opinion. Ultimately, this led to a valuation analysis that supported the transaction value after ascribing an appropriate multiple to FiberLight’s EBITDA, given prevailing industry transaction multiples, the value of the cash, the CenturyLink stock and a calculation of the economic split of the incremental present value associated with the net operating loss in certain estimated, but limited, cost synergies. After months of negotiating and due diligence, the parties entered into an LOI and, eventually, into a merger agreement. Since the execution of the merger agreement, Allen and Centerview have continued to advise the company and the Special Committee in their pursuit of strategic alternatives, including the monetization of the spectrum assets as provided for in the merger agreement. Throughout this period, Allen and Centerview have contacted the principal parties that are believed to be potential strategic partners for the company across the wireless, cable and technology industries. Despite Allen and Centerview’s best efforts, they have not been successful through the date of today’s call. Following the merger termination, the board of Globalstar and management remain committed to the success of the company and will do all within their power to maximize the long-term value for all stakeholders. This includes our shareholders and especially our employees, among others. I’d like to turn the call over to the operator, please, to begin Q&A. Please use this opportunity to ask whatever questions you have.