01—Abstract
Summary
Summary of the 10-K/A filed June 25, 2012. Cited figures are marked; the original filing is the authoritative source.
This Form 10-K/A (Amendment No. 1) from Globalstar, Inc. (NASDAQ: GSAT), signed by CEO James Monroe III and dated June 25, 2012, amends the company's annual report for the fiscal year ended December 31, 2011.
The original 10-K was filed March 13, 2012. The amendment contains no financial statements, results, or business discussion. Per the explanatory note, it was filed in response to SEC Staff comments on the company's confidential treatment request and solely to re-file Exhibit 10.25, Amendment No. 6 to the Hughes Network Systems contract dated November 4, 2011, with one part of the exhibit included.
The note states the amendment involves no material information or changes to the original filing and does not update events after March 13, 2012. For investors, the filing offers no new information on Globalstar's revenue, profitability, cash flow, debt, or outlook. Its relevance is limited to governance and disclosure compliance.
It does confirm the capital structure and filer status as of early 2012: 297,873,480 shares of voting common stock and 78,427,524 shares of nonvoting common stock outstanding as of March 2, 2012, and an accelerated filer designation. The non-affiliate public float was about $130.7 milliona as of June 30, 2011. The company also has 5.75% Convertible Senior Notes due 2028 registered under Section 12(g).
The amendment matters mainly to readers of the Hughes contract, a material commercial relationship that is partly subject to confidential treatment. Investors seeking the company's financial performance, risk factors, or business strategy should consult the original 10-K filed March 13, 2012, along with subsequent quarterly filings. This summary is limited to the content of the amendment itself.
02—Key points
Key Highlights
- Filing type: Amendment No. 1 to the FY2011 Form 10-K, signed June 25, 2012, amending the original 10-K filed March 13, 2012. It contains no financial statements or new operating disclosures.
- Purpose: Filed in response to SEC Staff comments on a confidential treatment request. It re-files Exhibit 10.25 (Amendment No. 6 to the Hughes Network Systems contract, dated November 4, 2011) with one part of the exhibit included, and adds a new Section 302 certification (Exhibit 31.1).
- Company statement: The amendment involves no material information or changes to the original 10-K and does not reflect events after March 13, 2012.
- Share capital as of March 2, 2012: 297,873,480 shares of voting common stock and 78,427,524 shares of nonvoting common stock outstanding.
- Public float: Non-affiliate market value of common stock was approximately $130.7 million as of June 30, 2011.
- Filer status: Accelerated filer, listed on NASDAQ (voting common stock, $.0001 par value). Registered 5.75% Convertible Senior Notes due 2028 under Section 12(g).
- Exhibit index: Several agreements are incorporated by reference and some are marked with confidential treatment, including the QUALCOMM, Thales Alenia Space, Hughes Network Systems, and Ericsson supply and construction contracts.
03—One dollar
Follow one dollar
For each $1.00 of revenue in FY2011, Globalstar lost $0.75.
- Revenue$72.8M100.0%
- Cost of revenue−$11.9M16.4%
- Gross profit$60.9M83.6%
- Operating costs−$134.1M184.2%
- Operating income−$73.2M100.6%
- Interest, other & tax$18.3M25.1%
- Net income−$54.9M75.4%
04—Financials
Financial Highlights
Figures from 10-K/AFY2011filed June 25, 2012Financial Statements
FY2011 against FY2010
| Line item | FY2011FY2010 | Change |
|---|---|---|
| Revenue | $72.83M$67.94M | +7.2% |
| Cost of Revenue | $11.93M$13.18M | −9.5% |
| Gross Profit | $60.90M$54.76M | +11.2% |
| R&D Expenses | $1.90M$3.70M | −48.6% |
| SG&A Expenses | $33.82M$41.83M | −19.1% |
| Operating Expenses | $146.06M$127.71M | +14.4% |
| Operating Income | -$73.23M-$59.77M | −22.5% |
| Interest Expense | $4.82M$5.02M | −3.9% |
| Net Income | -$54.92M-$97.47M | +43.6% |
| EPS (Basic) | $-2.70$-5.10 | +47.1% |
| EPS (Diluted) | $-2.70$-5.10 | +47.1% |
| Shares Outstanding (Basic) | 19.94M19.02M | +4.8% |
| Shares Outstanding (Diluted) | 19.94M19.02M | +4.8% |
05—Questions
Frequently Asked Questions
Does this 10-K/A contain new financial results for Globalstar?
No. The amendment states it involves no material information or changes to the original 10-K filed March 13, 2012. It contains only the cover page, an explanatory note, Item 15, signatures, and an exhibit index. Financial results for fiscal 2011 are in the original filing.
Why did Globalstar file this amendment?
The company says it filed the amendment because of SEC Staff comments on its confidential treatment request. The change re-files Exhibit 10.25, the Amendment No. 6 Hughes Network Systems contract, to include one part of the exhibit that had been omitted.
How many shares of Globalstar stock were outstanding?
As of March 2, 2012, there were 297,873,480 shares of voting common stock and 78,427,524 shares of nonvoting common stock outstanding. The company says 'common stock' in the report refers to voting common stock.
What is the Hughes Network Systems contract referenced in the exhibit?
Exhibit 10.25 is Amendment No. 6 to a contract between Globalstar and Hughes Network Systems LLC dated November 4, 2011. The exhibit is marked with a dagger, indicating portions were omitted under a confidential treatment request. The amendment itself does not describe the contract's terms, and the exhibit text is not reproduced in the provided content.
Where should investors look for Globalstar's financial performance and risk disclosures?
The original Form 10-K for fiscal year 2011, filed March 13, 2012, contains the financial statements and business and risk disclosures. Later quarterly and current reports would reflect more recent developments. This amendment does not update those disclosures.
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