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Globalstar Files Detailed Update On Satellite Woes

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by Staff Writers
Milpitas CA (SPX) Feb 05, 2007
Globalstar has filed with the Securities and Exchange Commission a Current Report on Form 8-K announcing the appointment of Kenneth E. Jones to its board of directors; the date for the its 2007 Annual Meeting of Stockholders; an additional stock purchase by Thermo Funding Company and an update regarding the Company's satellite constellation.

On January 30, 2007, the Board of Directors of Globalstar, Inc. appointed Kenneth E. Jones as a director and as a member of the Audit Committee effective immediately. Mr. Jones' term will expire at the 2008 annual meeting. Mr. Jones has served as Chairman of Globe Wireless, a maritime communications business, since 2004. From January 1994 to August 2004, he served as Globe's Chief Executive Officer. Prior to Globe Wireless, Mr. Jones was Chief Executive Officer and Founder of Ditech Communications, a publicly traded telecommunications technology company.

Mr. Jones' prior experience includes serving as President and Chief Executive Officer of a private label food business and as Vice President and Chief Financial Officer of Hills Bros. Coffee, Inc. He has been a director of Landec Corporation, a publicly traded developer and manufacturer of specialty polymer products for the food and agricultural industries, since 2001 and is currently the lead independent director and a member of the Audit Committee of Landec.

At the same meeting, the Board set May 21, 2007 as the date for the Company's Annual Meeting of Stockholders to be held in Palo Alto, California. The record date for determining stockholders entitled to vote at the meeting will be April 13, 2007. The Company expects to mail a notice of the meeting and related proxy materials to stockholders of record in mid-April.

On February 5, 2006, Thermo Funding Company LLC elected to make a further investment in the Company by purchasing an additional 1.5 million shares of the Company's common stock at a price of $16.17 per share (an aggregate of $24.3 million) pursuant to its irrevocable standby stock purchase agreement.

The Company also announced updated information concerning its satellite constellation with respect to an anomaly previously reported in Globalstar's prospectus for its initial public offering. Many Globalstar satellites are experiencing an anomaly resulting in degraded performance of the amplifiers for the S-band satellite communications antenna. Based on more recent information, the Company has concluded that the rate of degradation of the amplifiers has accelerated.

Unless remedied, by some time in 2008 this will have a significant adverse impact on the Company's ability to provide uninterrupted two-way voice and data services on a continuous basis in any given location. Subscriber service will continue to be available, but at certain times at any given location it may take substantially longer to establish calls and the average duration of calls may be impacted adversely. The Company continues to pursue a technical solution to this amplifier problem, but to date has been unable to correct it and may be unable to do so.

This problem does not affect adversely the Company's Simplex satellite data services.

To date, the Company has managed the degradation of the S-band antenna amplifiers in various technical ways, as well as by placing into service spare satellites already in orbit and moving unimpaired satellites to key orbital positions. On February 2, 2007, the Company completed the reconfiguration of its satellite constellation to combine two different "Walker" configurations, which continue to operate as a single constellation of 40 satellites plus in- orbit spares.

Eight additional ground spare satellites are scheduled to be launched in 2007 and will be utilized to replenish the constellation over time as necessary until the second-generation Globalstar satellites are available for service, which the Company currently projects will be in late 2009.

Globalstar's liquidity remains strong, with cash on hand and undrawn amounts available under the irrevocable standby stock purchase agreement with Thermo Funding Company of approximately $195 million at December 31,

2006. The Company is exploring the feasibility of accelerating procurement and launch of its second-generation satellite constellation to attempt to reduce the effects of this problem upon its customers and operations. Globalstar also is reviewing its business plan in light of these developments.

Please see the question and answers for further information regarding this issue.

Q. Why Are You Reporting This Information Now?

A. We constantly monitor and assess the operating performance of Globalstar's constellation. In the course of our operating review, we noticed that operating performance of many of our satellites was trending downward more than we had expected attributable to the aging of our constellation. We felt this problem merited an in-depth look, so we engaged independent consultants to review the data and advise us.

That work is still ongoing, but the results to date are discussed in this press release. We obtained a similar third party review of our constellation about a year ago. That review led us to conclude that the constellation, although showing some signs of aging and degraded performance of some components, would continue to provide commercially viable two-way communications services until we place into service our next-generation constellation into service.

It also made sense to do these performance reviews at this time because it is consistent with our normal financial audit cycle. Although our first generation constellation does not have substantial remaining net book value due to its age and the effects of our restructuring a few years ago, we are still required to look at its valuation at least annually. When we received the preliminary results of this work, and it was more negative than we had expected, we decided to release the information.

Q. Does This Information Change Your Business Plans In The Near Or Long Term?

A. We are, of course, reviewing our plans in light of this recent development. The three technical analyses are ongoing, and the final outcome can't be known for some time. Also, as most of you know, due to the inaccessible nature of space assets, it is not always possible to determine their exact condition and estimate with precision how they will perform in the future. Globalstar personnel have been operating this constellation since the first satellites were launched in 1998. Our experienced satellite operations team, working with outside engineers, has solved numerous challenges in the past.

They work each and every day to manage our assets to maintain the quality of service to our customers. We have recently completed a realignment of the satellites to maintain the best possible service level and to prepare for the launch of our eight additional satellites, which are scheduled to be launched within months. The spare satellite launches will provide us with the flexibility to place new satellites in specific orbital slots, replacing aging satellites, to support service quality and extend the duration of voice and data calls.

These efforts support our existing near term business plan. We intend to proceed with our longer term business plan, which is based upon the deployment of our second-generation satellite constellation for which we recently contracted with Alcatel Alenia Space-France. If changes aloft force us to revisit these plans in future years, before the launch of the second- generation constellation, we will make those decisions at the appropriate time.

Please remember, discussions of this service issue as it affects our subscribers is limited to certain, but by no means all, voice and data users. These issues do not affect our Simplex data product line and service offerings, which continue to grow much more rapidly than our other products. We expect to continue to emphasize this product line for many reasons including that it is unaffected by the amplifiers.

Q. How Would Service Issues Appear And What Can We Do To Mitigate The Effect?

A. It is important to emphasize that this information involves predictions about operating events that may happen in space in the future. At this moment we can't know if the degradation of the amplifiers will continue at its present rate, will accelerate or diminish. We do not know to what degree, if any, the technical fixes we and our outside consultants are exploring will lessen the effect of this problem. If we are unable to fix the amplifier problem or substantially reduce its impact through technical adjustments to the satellites, we intend to take other steps to mitigate any impact on our customers. These steps include other alterations to our satellite operations, ground infrastructure and user terminal equipment.

Already we have realigned our satellites to maximize their performance, which has caused some service interruptions to our customers but is now complete. We plan to launch into orbit by mid-2007 eight additional satellites to augment the number of satellites in service. We will continue to adjust constellation operations to seek to maintain its performance and longevity. The most likely service issue would be experienced primarily by high utilization users of voice or duplex data service. This could mean that at some time at a particular location a fully functioning satellite is not over head and, therefore, the customer may need to wait for some period of time until a call can be made.

When connected, the voice quality will remain at the same level our customers are used to. A substantial portion of our customer base who use the phones or data devices infrequently may not notice any change except that it could take longer to establish a connection. Those customers who utilize Simplex service will experience no effect at all because the part of the satellite that is the subject of the current problem isn't utilized for providing Simplex service. We are also looking at ways to make available higher gain antennas to subscribers with fixed or mobile handsets that will provide better connections to the satellites as they age.

There are other technical fixes that can be implemented on the ground. For instance, we can make a software tool available to our service providers so they can chart when service will be available so the customer base knows when to expect the best coverage and when not to. This simple approach would help people use their phones and data devices at optimum times and limit their concern that they are experiencing equipment problems. Globalstar is working on many additional ways to enhance service, and at the same time we are discussing with Alcatel methods to accelerate the delivery of the second-generation satellites.

Q. Does This Have Any Impact On Your ATC Plans?

A. All ATC licensees must meet the requirements imposed by their licenses and by the FCC. We are and will remain fully compliant with our license. We continue to petition the FCC for additional ATC authorization and seek to use all of our 27.85 Mhz of licensed MSS spectrum for ATC services. This would result in an increase of our currently licensed 11MHz. A notice of proposed rulemaking is expected in the first half of 2007. We are in discussion with various parties who would like to cooperate with us on some basis in an ATC deployment.

Discussions of this type are lengthy due to the scope, technical implications and importance to both companies involved. We have been operating space assets and growing our business for years. We have also committed to the funding and have begun the design and manufacture of a second-generation constellation. The result is that the companies we are in discussion with know we will be around for decades to come. Some of the ATC discussions we are engaged in focus on being first to market and our network remains compliant for that purpose.

Many of our potential ATC partners are more interested in the increased data speeds and higher capacities inherent in our second generation constellation and so are more interested in designing their products to take advantage of this network. Given the time it takes a partner to roll out a new product offering utilizing the ATC spectrum, short term constellation issues are not their focus or cause for concern. We believe that our network will continue to meet all FCC ATC licensing requirements and therefore facilitate establishing ATC partnerships.

Q. How Are Globalstar's Sources Of Capital today And For The Future?

A. We are financially strong and have cash on hand plus commitments from Thermo Funding Company under its irrevocable standby stock purchase agreement of approximately $195 million at January 1, 2007. Additionally, we are currently using none of our $50 million revolver nor have we drawn our $100 million delayed draw term loan. The term loan becomes available to us on January 2, 2008. These two debt instruments amount to $150 million, and our credit agreement also permits an additional $150 million of pari passu debt, sharing the same collateral, which is uncommitted at this time.

Like most credit agreements, there are various conditions to the draw of these funds, including our compliance with all financial covenants and the absence of any material adverse change. At this time we are in full compliance with our credit agreement. We are evaluating our business plan and capital needs in light of these constellation developments and will report our findings once our work is complete.

Q. When Can We Expect To Receive More Information From You On These Matters?

A. We have not yet received the final analyses from the outside consultants. When that work is finished, and we understand the results and are able to assess the findings as they relate to our business and strategy, we will communicate this to our stockholders. At that time we expect to host a conference call to discuss those results in detail.

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