Jay Monroe
Analyst · Morgan Stanley. Your line is open
Thank you everyone for joining today’s call. This is the first quarter where Dave Kagan joins us in his new role as Globalstar’s CEO. In his short time at the helm, Dave has brought a tremendous amount of energy to the satellite business and will all benefit from the company’s growth under his stewardship. We have structured the responsibilities such that I will continue to lead the spectrum and financing efforts, while Dave will focus entirely upon operating and expanding the core satellite business. In future earnings calls, I expect to provide an update on the efforts under my direct control. Dave will provide an operational update on the satellite business and Rebecca will go through our financial performance in detail. Pleased not that today’s earnings call contains forward-looking statements intended to fall within the safe harbor provided under the securities laws. Factors that could cause the results to differ materially are described in the forward-looking statement section of Globalstar’s SEC filings, and in today’s press release. I would like to begin today’s call by talking about the litigation filed a few weeks ago by Mudrick Capital and Warlander. Simply and clearly stated, the allegations in the complaint are patently false. There were different opinions from the start about whether the merger was the right solution for Globalstar’s financial and strategic path or not. A debate, which we were happy to have. In fact, we did have many thoughtful discussions with investors, some of them are on the call today, about whether the merger was the right decision for the company? The question of the risks, the costs, the opportunities presented by this merger, compared to the risks, costs, and opportunities of a stand-alone case is legitimate to debate. We believe it was the right decision and others did not see the same way. Ultimately, we terminated the transaction that should have been the end of it. The idea that the merger was some sort of a conspiracy to appropriate value from minority investors as claimed in the lawsuit is completely contrary to the truth and contrary to how Thermo and Globalstar have comported themselves for the last 15 years. We would like to resolve this litigation and fix the relationship with previously supportive investors who have brought it. But given that is a merger investor concern right now, I want to respond to the primary allegations clearly and openly, but succinctly today. A full answer would be provided in the appropriate court venue. With these answers, all investors, including Globalstar employees, can make informed decisions regarding Globalstar and its stock. All of us here, look forward to being able to get back to focusing full-time on building shareholder value, through improved financial results from both satellites and spectrum operations. It’s not clear that our responsive court filings will ever actually have to occur. Settlement could render those moved. So, up through today, the attacks on me, the board, and management have been entirely one-sided and very personal. People who have known me for years have read 113 pages about how I’ve tossed aside my fiduciary duties, which I did not and will never do. So today, to tell the story, albeit in an abbreviated form, this call might be the only way that I have a chance to set the record straight. Let’s discuss the major allegations. First, the suit alleges that our directors were bribed to approve the merger with a massive brand of stock options. This is untrue. As anyone who reads our proxy statements can clearly see, it has long been our practice to compensate our directors exclusively with stock and we make those grants on a regular cycle. The grant the plaintiffs have questioned is one of these regular, compensatory brands, and nothing more and were approved at the regularly scheduled board meeting as a matter of administrative routine. Moreover, they have alleged that these grants were worth 1.48 million per director. This is untrue. At the time of the grant, the annual compensation paid to the directors, given the three-year vesting period was about $72,000. This is very reasonable and in-line with industry standards. Why the discrepancy in the valuation? To do the math, the plaintiffs disregard the vesting period, and then assume a share price that is 700% more than it actually was at the time of the grant. And if anyone doubts the dedication of the board, consider the following. Given that their compensation has been largely stock options, and the stock price has generally gone down their work over the last 10 years has been almost pro bono. Lastly, the plaintiffs argued that the bribe was to approve a transaction. The result of which, they also claim that the stock cannot go up 700% that they used in their calculation. I think it’s enough said on this issue. Another full series of allegations is that Thermo purposefully depressed the share price so they would be able to complete the merger at a lower price. Instead there were other factors that have likely driven the stock's weakness late last year and throughout 2018, including the lack of material spectrum monetization announcement, pressure from approaching capital demands, and now of course litigation that creates significant additional risk and uncertainty. To depress the stock price, the complaint alleges that we sought to burry promising business development ideas and to only implement some ideas once the merger was completed, so that the benefits would accrue to a greater degree to Thermo. Their basis for this is an email from an out of work former mid-level employee of another company seeking a job at Globalstar and trying to distinguish himself by formulating a series of business development ideas. We received communications like this frequently and having no wish to offend anyone who eagerly is trying to be helpful, it is not uncommon for us to push these ideas of a future date. Our doing so, is in no instance an indication of wrongdoing. The complaint even goes on to allege the Globalstar deliberately sabotage the spectrum monetization process undertaken with Allen and Centerview two well-known and respected investment banking firms, presumably so that the spectrum transaction could be delayed until after Thermo had acquired a larger percentage of Globalstar. This is entirely fabricated and totally untrue. The entire team and I worked very hard to bring a spectrum monetization transaction to fruition. I personally met with the CEOs of three of the four largest US Telcos, you can guess our names. The CEO and the CFO of the two largest U.S. cable companies. The CEOs of four of Silicon Valley's largest global tech titans, along with the CEOs of numerous other major corporations who could have had an interest in spectrum. Each of these initial meetings arranged and participated in with Allen and Centerview was followed by additional meetings at senior levels within these companies. To suggest that these meetings were not in good faith is ridiculous. Confirmation of any one transaction would have permanently eliminated Globalstar’s need for financing and provided significant value for all shareholders and were pursued vigorously. The reality is that we sought out the best potential partners who had the financial wherewithal to utilize and pay for the spectrum and they, not we, determined that the time for a transaction was not right. Moreover, even after the merger agreement had been assigned, Globalstar remained open to a spectrum transaction, which the investment bankers continued to pursue, indeed the merger agreement, which is publicly available, clearly states that if a monetization could have occurred before closing, the merger would have been terminated. And about the allegation that there was some nefarious intent behind Thermo’s 2017 stock sale. Thermo had a successful outcome when it’s previously sold and separately operated telecom company was part of the Level III and CenturyLink merger creating a significant taxable gain. Thermo also owned approximately 38 million shares of Globalstar with an average tax basis of about $11 per share, well above the market price at the time. It is responsible tax planning to offset significant capital gains with capital losses. So, Thermo publicly announced in connection with the October financing that it was likely to sell these high bases of shares before the end of the year and made explicit disclosures about this in Globalstar's SEC filings and directly with investors concurrent with the Morgan Stanley October financing months before the December sale. The disclosures and discussions with investors, made the reason for this sale very clear and no one could have taken the plant sale as an indication that Thermo’s support for Globalstar was [indiscernible]. Indeed, the sale represented a mere 5% of Thermo’s ownership position, and Thermo had proved its unflagging commitment to Globalstar through the June and October fundraisings where we invested more than 76 million to purchase 45 million additional shares at materially higher prices. In fact, during 2017, the number of Globalstar shares actually held by Thermo increased even after the sale of the 38 million shares. Thermo explored multiple structures with multiple counterparties, including investment banks and investment funds for this sale and held discussions with Warlander in November. During that negotiation, Thermo was trying to obtain the highest price possible, while Warlander was fairly negotiating for structural benefits, including creative derivatives to make it more attractive for them to purchase the shares, the trade did not work out. The allegation that then going through Morgan Stanley to sell the shares in a single clean trade represents “dumping” and that Thermo conducted the sale with the intention to pressure the stock in 2018 is meritless. Another set of allegations in the complaint is that Globalstar was going to overpay for FiberLight. The plaintiff cite a valuation range for FiberLight of between $350 million and $450 million as market. They alleged that the true value of FiberLight may be determined by a news article from August 2016, the author of the article one, had no contact with FiberLight management. Two, had no insight regarding FiberLight's financial performance operations or opportunities. And three, his reported EBITDA for FiberLight was totally wrong and far lower than actual results. The complaint goes on to cite single “preliminary DCF analysis” to suggest that Globalstar's three investment banking firms did not agree with the final FiberLight valuation. This ignores the full valuation work product together with the draft and final shareholders [ph] opinions by these three firms, which elaborate on the complete and much higher value for FiberLight. To imply that one cherry picked data point represents a definitive conclusion of value is not credible. No attempt at a fair valuation for FiberLight is made in the complaint because doing so would completely undermine plaintiff's claims. So, these are the plaintiff's primary basis for alleging that the merger price was not fair. An outdated article from a reporter, who was both misinformed and uninformed, and one piece of preliminary investment banker data taken out of context. In fact, in the complaint they were relegated to a footnote there was actually a bid for FiberLight in 2016, the same year as the article. For $890 million in cash from an infrastructure fund. Since the time of that 2016 offer, FiberLight's EBITDA has materially improved, its fiber network has significantly expanded, and proceeded [ph] multiples paid in the fiber industry have increased substantially, driven by the entry of new buyers to the telecom infrastructure sector. Just the multiple expansion alone accounts for the entire difference between the 2016 and the 2018 valuations. I hope this is the last of the litigation discussions, but we’ll have to see. We are not and have never been bad actors. We want what is best for Globalstar, its investors and employees, and if operated, interested in this business, no matter how daunting it has been at times for 15 years, we will continue to deploy every ounce of our beings and continue to invest our time and capital to make Globalstar a success. In the spirit of refocusing on more productive matters, I’m pleased to report that we have made significant progress on 3GPP and are hopeful that the process will conclude in the coming months. We have worked collaboratively and successfully with participating parties in the process to resolve any perceived technical issues. Our band has been designated as 3GPP band 53 and we look forward to finalizing the process shortly. Clearly, this approval will have impact with third parties and strategic discussions. We will also continue our international spectrum approval process. In the last 30 days, we have received approval in two additional countries. This is encouraging as we work towards global harmonization. To date, the international licenses cover 16 million pops and we look forward to this materially increasing by the end of 2019. We remain actively with Nokia and other terrestrial spectrum ecosystem partners to commercialize the band in the US and elsewhere. Earlier this year, Nokia also completed and publicly reported on a significant testing regime. Today, we are in service on a study deployment with a potential partner in concert with host of equipment providers. This opportunity is particularly interesting to us because it would broadly deploy network in non-metropolitan areas allowing us to work with other partners in metropolitan and suburban markets where the spectrum is most valuable. While it is too early to celebrate, their interest is encouraging and helps validate the thesis that we will have a unique spectrum band for small cell and private LTE deployments via a coast-to-coast licensing authority. Also, the potential of this project has stoked the interest of infrastructure providers producing LTE equipment in our band, which has helped drive the ecosystem forward even in advance the final 3GPP approval. Providing tangible progress in the U.S. initially helps to provide adoption and enhanced our international regulatory efforts. Before turning the call over to Dave, I’d like to reiterate our wish to settle the litigation, which is clouding our future and complicating conversations with our lenders. I know this is an interest to all investors just as it is to Globalstar’s management and employees. Dave, will now provide an update on the company's satellite business.